SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
___________
FORM
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE
SAVINGS AND SIMILAR PLANS
PURSUANT
TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF
1934.
|
For
the
fiscal year ended: December 31, 2004.
OR
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF
1934.
|
For
the
transition period from ________ to ____________
Commission
file number: 0-24532
|
A.
|
Full
title of the plan and the address of the plan, if different from
that of
the issuer named below:
|
FLAG
FINANCIAL CORPORATION
PROFIT
SHARING THRIFT PLAN
|
B.
|
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
|
FLAG
FINANCIAL CORPORATION
3475
PIEDMONT ROAD, N.E., SUITE 550
ATLANTA,
GEORGIA 30305
1
Financial
Statements and Exhibits
|
(a)
|
Financial
Statements
|
Filed
as
a part of this report on Form 11-K are the audited financial statements of
the
Plan as of and for the year ended December 31, 2004.
|
(b)
|
Exhibit
|
Not
applicable.
2
SIGNATURES
The
Plan. Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees
(or
other persons who administer the employee benefit plan) have duly caused
this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
| FLAG FINANCIAL CORPORATION | ||
| PROFIT SHARING THRIFT PLAN | ||
| By: |
/s/
Cindy Cline
|
|
|
Cindy
Cline
|
||
|
Senior
Vice President
|
||
|
Dated:
June 30, 2005
|
||
3
FLAG
FINANCIAL CORPORATION
PROFIT
SHARING THRIFT PLAN
Financial
Statements
and
Supplemental Schedule
December
31, 2004 and 2003
(with
Independent Registered Public Accountants’ Report thereon)
Porter
Keadle Moore, LLP
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Administrative Committee of
Flag
Financial Corporation Profit Sharing Thrift Plan
We
have
audited the accompanying statements of net assets available for plan benefits
of
Flag
Financial Corporation Profit Sharing Thrift Plan as
of
December 31, 2004 and 2003, and the related statement of changes in net
assets
available for plan benefits for the year ended December 31, 2004. These
financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted our audits in accordance with auditing standards of the Public
Company
Accounting Oversight Board (United States of America). Those standards
require
that we plan and perform the audit to obtain reasonable assurance about
whether
the financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our
audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above of Flag
Financial Corporation Profit Sharing Thrift Plan
as of
December 31, 2004, and for the year then ended, present fairly, in all
material
respects, the net assets available for plan benefits and the changes in
net
assets available for plan benefits in conformity with accounting principles
generally accepted in the United States of America.
Our
audit
of the Plan’s financial statements as of and for the year ended December 31,
2004, was conducted for the purpose of forming an opinion on the basic
financial
statements taken as a whole. The supplemental Schedule of Assets Held for
Investment Purposes is presented for the purpose of additional analysis
and is
not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of
1974. This schedule is the responsibility of the Plan’s management and has been
subjected to the auditing procedures applied in our audit of the basic
financial
statements for the year ended December 31, 2004, and, in our opinion, is
fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
|
/s/
PORTER KEADLE MOORE, LLP
|
Atlanta,
Georgia
June
10,
2005
Certified
Public Accountants
Suite
1800 Ÿ
235
Peachtree Street NE Ÿ
Atlanta,
Georgia 30303 Ÿ
Phone
404-588-4200 Ÿ
Fax
404-588-4222 Ÿ
www.pkm.com
FLAG
FINANCIAL CORPORATION PROFIT
SHARING THRIFT PLAN
Statements
of Net Assets Available for Plan Benefits
December
31, 2004 and 2003
|
2004
|
2003
|
||||||
|
Assets
|
|||||||
|
Cash
|
$
|
10,755
|
77,564
|
||||
|
Investments
in mutual funds
|
4,786,975
|
4,061,211
|
|||||
|
Common
stock of Flag Financial Corporation
|
3,623,492
|
3,222,247
|
|||||
|
Contributions
receivable
|
37,151
|
-
|
|||||
|
$
|
8,458,373
|
7,361,022
|
|||||
|
Liabilities
and Net Assets Available for Plan Benefits
|
|||||||
|
Liabilities
consisting of administrative expenses payable
|
$
|
35,152
|
20,678
|
||||
|
Net
assets available for plan benefits
|
8,423,221
|
7,340,344
|
|||||
|
$
|
8,458,373
|
7,361,022
|
|||||
See
accompanying notes to financial statements and report of independent registered
public accountants.
-
2
-
FLAG
FINANCIAL CORPORATION PROFIT
SHARING THRIFT PLAN
Statement
of Changes in Net Assets Available for Plan Benefits
For
the Year Ended December 31, 2004
|
2004
|
||||
|
Additions
to net assets attributed to:
|
||||
|
Investment
income:
|
||||
|
Interest
and dividends
|
$
|
7,393
|
||
|
Net
change in fair value of investments
|
938,490
|
|||
|
Total
investment income
|
945,883
|
|||
|
Contributions:
|
||||
|
Employee
|
731,900
|
|||
|
Employer
|
451,661
|
|||
|
Rollover
|
65,593
|
|||
|
Total
contributions
|
1,249,154
|
|||
|
Total
additions
|
2,195,037
|
|||
|
Deductions
from net assets attributed to:
|
||||
|
Distributions
to participants
|
1,066,628
|
|||
|
Administrative
expenses
|
45,532
|
|||
|
Total
deductions
|
1,112,160
|
|||
|
Change
in net assets available for plan benefits
|
1,082,877
|
|||
|
Net
assets available for plan benefits:
|
||||
|
Beginning
of period
|
7,340,344
|
|||
|
End
of period
|
$
|
8,423,221
|
||
See
accompanying notes to financial statements and report of independent registered
public accountants.
-
3
-
FLAG
FINANCIAL CORPORATION
PROFIT SHARING THRIFT PLAN
Notes
to Financial Statements
|
(1)
|
Description
of the Plan
|
General
The
Flag
Financial Corporation Profit Sharing Thrift Plan (the “Plan”) is a defined
contribution plan covering substantially all employees of Flag Financial
Corporation (the “Company”). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (“ERISA”). The following
description of the Plan provides only general information. Participants
should
refer to the Plan document for a more complete description of the Plan’s
provisions. Part-time employees must be at least 21 years old to participate
in
the Plan. There is not an age requirement for full-time employees. All
of the
Company’s full-time employees are eligible to participate in the Plan, and
part-time employees are eligible after completing one year of service in
which
1,000 hours are worked. Plan entry dates are January 1 and July 1. All
investments are participant-directed and participants can invest in a single
fund or may allocate their accounts among several funds. Participants can
also
periodically change their instructions concerning the allocation of their
accounts. All contributions are allocated based on participant investment
elections. The Plan’s investments are maintained on a pooled basis, and actual
investment income is allocated to the participant accounts based on their
relative account balance.
Contributions
Eligible
employees may make contributions to the Plan from 1% to 100% of their annual
compensation, subject to certain limitations. The Company makes matching
contributions equal to the participant’s contribution up to 5% of their annual
salary. The Company may also make discretionary contributions (profit sharing
contributions). Each participant’s account is credited with the participant’s
contribution, the Company’s contribution and Plan earnings or losses. The
benefit to which a participant is entitled is the vested balance in the
participant’s account. The Company’s contributions are allocated among
participants based on the ratio of the participant’s base salary to total
participants’ base salary.
Vesting
Participants
are immediately vested in their contributions and Company matching contributions
plus actual earnings thereon. The Plan provides for vesting of profit sharing
contributions as follows:
|
Years
of Service
|
Percentage
|
|
|
Less
than 2
|
0%
|
|
|
2
|
20%
|
|
|
3
|
40%
|
|
|
4
|
60%
|
|
|
5
|
80%
|
|
|
6
or more
|
100%
|
Payment
of Benefits
Upon
retirement (as defined), a participant is entitled to receive 100% of his
or her
vested account balance in a lump-sum distribution or in installments. Upon
the
death of a participant, the designated beneficiary is entitled to receive
100%
of the participant’s account in a lump-sum distribution. In addition, disabled
participants are entitled to 100% of their account balances. Plan participants
who are terminated for reasons other than retirement, death or disability
are
entitled to receive only the vested portion of their accounts. The Plan
also
allows for certain hardship withdrawals prior to termination of employment.
Upon
termination of employment, amounts not vested will be forfeited with such
forfeitures being allocated to the accounts of the remaining active participants
in the same proportion that the compensation of each bears to total compensation
of all active participants during the year.
-
4
-
FLAG
FINANCIAL CORPORATION
PROFIT SHARING THRIFT PLAN
Notes
to Financial Statements, continued
|
(1)
|
Description
of the Plan, continued
|
Administrative
Expenses
All
administrative expenses of the Plan are paid by the Plan.
Plan
Termination
Although
it has not expressed any intent to do so, the Company has the right under
the
Plan to discontinue its contributions at any time and to terminate the
Plan
subject to the provisions of ERISA. The participants affected by any termination
will immediately become fully vested in their accounts.
Investment
Options
Participants
may choose among the following investment options:
|
1.
|
Flag
Financial Corporation common stock
|
|
2.
|
Reliance
Lifestyle Portfolios:
|
|
a.
|
Capital
Preservation Portfolio - This
fund seeks to provide a combination of current income and modest
capital
growth with an emphasis on capital
preservation.
|
|
b.
|
Moderate
Growth Portfolio -
This fund seeks to provide a combination of growth and current
income.
|
|
c.
|
Wealth
Building Portfolio -
This fund seeks to provide long-term growth of capital with consideration
also given to current income.
|
|
d.
|
Aggressive
Appreciation Portfolio -
This fund seeks to provide long-term growth of
capital.
|
|
e.
|
Stable
Value Portfolio
-
This
fund seeks to provide higher current income than money market
funds and
also provides liquidity.
|
|
(2)
|
Summary
of Significant Accounting
Policies
|
Basis
of Accounting
The
financial statements of the Plan have been prepared on the accrual basis
of
accounting. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect those
financial statements and disclosures. Actual results could differ from
those
estimates.
Investments
The
investments in funds are recorded at fair value as determined by quoted
market
prices of the underlying assets at the statement date.
The
change in fair value of plan assets is determined by the changes in fair
value
during the period for assets held the entire period, the difference between
acquisition cost and fair value at period end for assets purchased during
the
period, and the difference between selling price and fair value or cost
for
those assets sold during the period.
-
5
-
FLAG
FINANCIAL CORPORATION
PROFIT SHARING THRIFT PLAN
Notes
to Financial Statements, continued
|
(3)
|
Investments
|
Investments
representing five percent or more of the Plan’s net assets at December 31, 2004
and 2003 are as follows:
|
2004
|
||||
|
Moderate
Growth Portfolio
|
$
|
1,316,590
|
||
|
Wealth
Building Portfolio
|
1,411,350
|
|||
|
Aggressive
Appreciation Portfolio
|
777,107
|
|||
|
Flag
Financial Corporation Common Stock
|
3,623,492
|
|||
|
2003
|
||||
|
Moderate
Growth Portfolio
|
$
|
1,155,909
|
||
|
Wealth
Building Portfolio
|
1,242,130
|
|||
|
Aggressive
Appreciation Portfolio
|
666,360
|
|||
|
Flag
Financial Corporation Common Stock
|
3,222,247
|
|||
During
2004, the Plan’s investments (including gains and losses on investments bought
and sold, as well as held during the year) appreciated in value by $938,490,
as
follows:
|
Mutual
Funds
|
$
|
527,838
|
||
|
Common
Stock
|
410,652
|
|||
|
$
|
938,490
|
|
(4)
|
Tax
Status
|
The
Plan
received a determination letter dated November 8, 2002, in which the Internal
Revenue Service stated that the Plan as then designed was in compliance
with the
applicable requirements of the Internal Revenue Code (IRC). Although the
Plan
has been amended since receiving the determination letter, the Plan
administrator and the Plan’s tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements
of
the IRC. Therefore, no provision for income taxes has been included in
the
Plan’s financial statements.
-
6
-
FLAG
FINANCIAL CORPORATION
PROFIT SHARING THRIFT PLAN
Schedule
of Assets Held for Investment Purposes
EIN:
58-2094179
Plan
Number: 004
December
31, 2004
|
(c)
Description of investment
|
||||||||
|
including
maturity date,
|
||||||||
|
(b)
Identity of issue, borrower,
|
rate
of interest, collateral,
|
(e)
Current
|
||||||
|
(a)
|
lessor,
or similar party
|
par,
or maturity value
|
(d)
Cost
|
Value
|
||||
|
Reliance
Trust Company
|
American
Funds Cash Management
|
N/A
|
$
277,464
|
|||||
|
Reliance
Trust Company
|
Strong
Corporate Bond Fund
|
N/A
|
6,922
|
|||||
|
Reliance
Trust Company
|
Fidelity
Advisor Short Fixed Income Fund
|
N/A
|
10,115
|
|||||
|
Reliance
Trust Company
|
John
Hancock Sovereign Bond Fund
|
N/A
|
15,588
|
|||||
|
Reliance
Trust Company
|
AIM
Small Cap Growth Fund
|
N/A
|
73,561
|
|||||
|
Reliance
Trust Company
|
EuroPacific
Growth Fund
|
N/A
|
28,558
|
|||||
|
Reliance
Trust Company
|
American
Funds Growth Fund
|
N/A
|
96,772
|
|||||
|
Reliance
Trust Company
|
MFS
Equity Income (Value) Fund
|
N/A
|
173,358
|
|||||
|
Reliance
Trust Company
|
Oppenheimer
Global Fund
|
N/A
|
80,745
|
|||||
|
Reliance
Trust Company
|
Van
Kampen Growth & Income Fund
|
N/A
|
2,729
|
|||||
|
Reliance
Trust Company
|
Capital
Preservation Portfolio
|
N/A
|
329,488
|
|||||
|
Reliance
Trust Company
|
Moderate
Growth Portfolio
|
N/A
|
1,316,590
|
|||||
|
Reliance
Trust Company
|
Wealth
Building Portfolio
|
N/A
|
1,411,350
|
|||||
|
Reliance
Trust Company
|
Aggressive
Appreciation Portfolio
|
N/A
|
777,107
|
|||||
|
Reliance
Trust Company
|
MetLife
Ins. Co. Prods
|
N/A
|
130,230
|
|||||
|
Reliance
Trust Company
|
Alliance
Corporate Portfolio
|
N/A
|
1,088
|
|||||
|
Reliance
Trust Company
|
Columbia
Acorn Fund
|
N/A
|
55,310
|
|||||
|
|
|
|||||||
|
*
|
Flag
Financial Corporation
|
Shares
of $1 par value common stock
|
N/A
|
3,623,492
|
||||
|
*
Party in interest
|
-
7
-