News
Equitable Group assets surpass $3 billion in third quarter
TSX Symbol: ETC TORONTO, Nov. 1 /CNW/ - Equitable Group Inc. ("Equitable" or the "Company") today reported its financial results for the three months ended September 30, 2007 - including substantial growth in assets based on record mortgage production.Third Quarter Highlights - Mortgage production reached a quarterly record of $779.4 million - Assets grew 38.1% to $3.33 billion as at September 30, 2007, from $2.41 billion as at September 30, 2006 - Net income increased 23.0% to $8.8 million from $7.1 million a year earlier - Diluted earnings per share increased 13.6% to $0.67 compared to $0.59 a year ago - Annualized return on average equity was 18.2% compared to 20.3% a year earlier - No loan losses were recorded in the period and mortgages in arrears 90 days or more amounted to just 0.08% of total mortgages - Equitable Trust's total capital ratio was 11.3% compared to 11.1% a year earlier Nine-Month Period Highlights - Net income increased 23.9% to $24.3 million from $19.6 million a year earlier - Diluted earnings per share increased 17.9% to $1.91 compared to $1.62 a year earlier - Annualized return on average equity was 18.5% compared to 19.5% a year earlierDividend The Company's Board of Directors has declared a dividend in the amount of $0.10 per share payable on January 4, 2008 to shareholders of record at the close of business on December 14, 2007. Management Commentary "This was a good quarter for Equitable driven by a significant increase in assets, which well surpassed $3 billion for the first time in the Company's history," said Andrew Moor, President and CEO. "Asset expansion was registered in each of our core niches including single-family dwelling and mixed use mortgages receivable - which are long-term focus areas. Looking deeper, Equitable set a new quarterly record for mortgage originations in the third quarter, including a record funding of $450.3 million of conventional product other than warehoused mortgages. We also took advantage of credit market turmoil by buying insured mortgages that became available for purchase, which contributed to significant year-over-year growth in securitization activity within our CMHC-MBS program. This is just one of several highlights of a strong quarter." Impact of Credit Market Volatility Equitable has no investments in Asset Backed Commercial Paper ("ABCP"), does not utilize ABCP to securitize mortgages and does not provide back-up credit facilities to any ABCP conduits. The impact on Equitable of recent global credit market turmoil was, however, apparent in two areas. First, in its warehoused mortgage business, Equitable experienced higher than expected mortgage balances and interest income as these mortgages were discharged at a slower rate than anticipated due to the slowdown in securitization activity by its customers. Second, interest rate spreads were narrowed between short-term GICs that Equitable uses to fund its floating rate mortgages, and the Prime Rate, the benchmark against which Equitable prices these mortgages. This was due to greater competition in the GIC market resulting in higher rates paid without a further increase in Prime. As a result, net income grew at a slower rate than asset growth. "This compression was disappointing given the fact that spreads rebounded in early July following the Bank of Canada's Prime Rate increase," said Mr. Moor. "However, in the context of market turmoil, the 23.0% year-over-year increase Equitable did achieve in third quarter net income was more than satisfactory. Going forward, our goal remains to drive earnings as a means of building shareholder value." Retirement of Board Member Geoffrey Bledin has announced his intention to retire from the Company's Board of Directors in December. "Geoffrey's retirement is consistent with our expectations and the timing reflects the fact that Andrew has made a very smooth and effective transition into his new role as President and CEO," said Austin Beutel, Chairman of the Board. "We thank Geoffrey for his support during this important period and we wish him well in retirement." The Company is progressing on schedule with the recruitment of a Chief Financial Officer following the retirement of Stephen Coffey at the end of the third quarter and expects to make an appointment in the near future. Outlook "Our outlook for the remainder of the year is positive based on strong fundamentals in our niches and the Bank of Canada's recent decision to hold the line on interest rates, which supports real estate activity," said Mr. Moor. "The challenge area is spreads and to address this, we have raised rates on new mortgage loans. This strategy is designed to enhance margins between mortgage pricing and the cost of GIC funding. It will not, however, have a meaningful impact on the total portfolio for several quarters as only a modest percentage of Equitable's portfolio matures in any given period." Mr. Moor added that following several quarters of record expansion, the Company is focused on growing its Return on Equity through effective capital allocation strategies. This approach is consistent with Equitable's adherence to disciplined lending practices and its dedication to maintaining the financial strength that is key to achieving profitable long-term growth. Longer-term, Equitable believes the re-intermediation of credit markets will be positive for regulated financial institutions such as Equitable. It means there will be "less competition from lenders using securitization markets, particularly for single-family dwelling and mixed use mortgage lending," said Mr. Moor. "If this expectation is fulfilled, Equitable will grow faster in these niches than in our other businesses. In our view, this would have a positive impact on Equitable's ROE." Third Quarter Webcast Management will discuss Equitable's results during a conference call beginning at 8:30 a.m. ET today. To listen to the audio webcast, log on to www.equitablegroupinc.com. To participate in the call, please dial 416-644-3419. MD&A The Company will post its MD&A for the three and nine months ended September 30, 2007 on its website www.equitablegroupinc.com this morning. This document will also be archived on the site. About Equitable Group Inc. Equitable Group Inc. is a leading niche mortgage lender that focuses on single-family dwelling, multi-unit residential and commercial mortgage financing in selected geographic territories in Canada. It conducts business through its wholly-owned subsidiary, The Equitable Trust Company, which was founded in 1970. Equitable is also a nationally-licensed deposit-taking institution. Equitable's non-branch business model, valued relationships with third-party mortgage professionals and deposit-taking agents, and disciplined lending practices have allowed the Company to grow profitably and efficiently for many years. The common shares of Equitable Group Inc. are listed on the Toronto Stock Exchange under the trading symbol of "ETC". For more information, visit www.equitablegroupinc.com. Certain forward-looking statements are made in this news release, including statements regarding possible future business. Investors are cautioned that such forward-looking statements involve risks and uncertainties detailed from time to time in the Company's periodic reports filed with Canadian regulatory authorities. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Equitable does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf. See the MD&A for further information on forward-looking statements. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (for the three and nine months ended September 30, 2007) This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the interim unaudited consolidated financial statements for the period ended September 30, 2007, as well as the audited consolidated financial statements and MD&A for the year ended December 31, 2006, available on SEDAR at www.sedar.com. Except as indicated below, the factors discussed and referred to in the MD&A for 2006 remain substantially unchanged. OVERVIEW Equitable Group Inc. ("Equitable" or the "Company") is a niche mortgage lender. Its core business is to raise funds by selling GICs to depositors and to lend these funds to borrowers on the security of first mortgages on real estate. It does this through its wholly-owned subsidiary - The Equitable Trust Company ("Equitable Trust"). The Company's mortgage products bear fixed or floating rates of interest and are primarily for fixed terms. The mortgages are segregated as follows:- residential mortgages - either single-family dwellings or multi-unit (apartments, nursing homes etc.) - commercial mortgages - construction mortgages - residential and commercial mortgages held for sale (often referred to as "warehoused mortgages" because they usually remain on the Company's books for short durations of up to six months) which are originated by third-party lenders who require financing prior to pooling and eventually selling the mortgages to investors - residential insured mortgages for securitization through the Canada Mortgage and Housing Corporation Mortgage-Backed Securities ("CMHC-MBS") programEquitable conducts business through Equitable Trust, which is regulated by the Office of the Superintendent of Financial Institutions - Canada ("OSFI"). Equitable Trust has prescribed capital requirements based on the type and amount of assets on its balance sheet and on certain off-balance sheet items. For this reason, Equitable focuses on capital management as a means to balance growth and Return on Average Equity ("ROAE") targets. The third quarter was a time of significant volatility and change in global credit markets. In Canada, changes in credit market conditions led to widely-publicized difficulties in the Asset Backed Commercial Paper ("ABCP") market that a number of the Company's competitors use to fund their mortgage portfolios. In the latter half of the quarter, Canadian financial markets significantly reduced mortgage securitization activity compared to prior quarters other than securitization backed by the strength of a government guarantee. These market changes had limited impact on the Company due to the fact that Equitable:- had no investments in commercial paper - does not utilize ABCP to securitize its mortgages - has not provided back-up credit facilities to any ABCP conduitsLong term, management believes that Equitable will benefit from the re-intermediation of credit markets as there will be less competition from securitization conduits in its core lending niches (see "Outlook"). The changes in the credit markets did affect the Company's performance in the quarter in two areas. First as a result of the slowdown in securitization activity, customers in its warehouse business discharged mortgages at a slower rate than was anticipated. This resulted in higher mortgage balances and interest income than otherwise would have been the case. This, along with substantial growth in each of its three niches (single-family, multi-unit and commercial), pushed Equitable's assets well beyond the $3 billion mark in the third quarter for the first time in the Company's history. Mortgage originations achieved a new quarterly high of $779.4 million in third quarter 2007, including a record funding of $450.3 million of conventional mortgages other than warehoused mortgages. Overall, the increase in mortgage originations of 59.2% over the same period in 2006 translated in to a 36.1% increase in the mortgage portfolio on a year-over-year basis and 26.3% increase from the beginning of the year. Second, the Company experienced strong demand for its GIC products throughout the quarter as investors sought safety by depositing funds in regulated financial institutions. The pricing of these GICs was compressed compared to the Prime interest rate, the benchmark against which Equitable prices its floating rate loans. Management believes this compression reflected greater than normal competition in the GIC market as other financial institutions sought to raise GIC funds rather than face increased costs in other short-term money markets. Primarily as a result of the compression in interest rate spreads on the Company's floating rate loans, net income increased at a slower rate than assets. Equitable's performance during the nine month period ended September 30, 2007 equaled or exceeded its growth objectives for the full year with the exception of the growth rate in diluted earnings per share ("EPS"), which, as expected was impacted by the issuance of 769,231 common shares on April 30, 2007 and spread compression.Table 1: Performance against objectives Performance Performance for the three for the nine months ended or months ended or 2007 as at as at Objectives September 30, 2007 September 30, 2007 ------------------------------------------------------------------------- Growth in assets(1) - year-over-year 18-22% 38.1% 38.1% Increase in net income(1) 18-22% 23.0% 23.9% Increase in diluted earnings per share ("EPS")(1) 18-22% 13.6% 17.9% Return on average equity ("ROAE")(1) 18-22% 18.2% 18.5% Productivity ratio - Tax Equivalent Basis ("TEB")(2) 32-35% 34.2% 33.9% (1) Asset growth performance is based upon current period end balances as compared to those of the prior year; net income and EPS performance is based upon performance comparisons to the comparable prior year periods; ROAE is presented on an annualized basis. (2) See explanation of TEB at the end of this MD&A. On October 31, 2007, the Company's Board declared a quarterly dividend in the amount of $0.10 per share, payable on January 4, 2008, to shareholders of record at the close of business December 14, 2007. Table 2: Selected financial information ($ thousands, except share and per share amounts) Three Months Ended Nine Months Ended September September September September 30, 2007 30, 2006 30, 2007 30, 2006 OPERATIONS Net income $ 8,788 $ 7,144 $ 24,260 $ 19,586 Earnings per share - basic 0.68 0.60 1.94 1.65 Earnings per share - diluted 0.67 0.59 1.91 1.62 Net interest income(1) 16,846 13,455 47,061 37,400 Total revenue 49,556 37,572 136,952 102,400 Return on weighted average equity - annualized 18.2% 20.3% 18.5% 19.5% Return on average assets - annualized 1.1% 1.2% 1.1% 1.2% Productivity ratio - TEB(1)(2) 34.2% 32.7% 33.9% 32.6% BALANCE SHEET AND OFF-BALANCE SHEET Total assets $ 3,332,572 $ 2,413,811 Mortgages receivable 2,698,634 1,981,594 Shareholders' equity 197,851 142,897 Mortgage-backed security assets under administration 1,848,719 1,862,789 COMMON SHARES Number of common shares outstanding at period end 12,940,099 11,908,245 Dividends per share $ 0.30 $ 0.30 Book value per share $ 15.29 $ 12.00 Share price - close 29.00 29.47 Market capitalization 375,263 350,936 CREDIT QUALITY Realized loan losses - net of recoveries $ 21 $ 21 Mortgages in arrears 90 days or more as a % of total mortgages 0.08% 0.05% Net impaired mortgages(3) as a % of total mortgages 0.08% 0.06% Allowance for credit losses as a % of gross impaired mortgages 409.8% 278.2% (1) See explanation of treatment of net mortgage commitment fees and deposit agent commissions at the end of this MD&A. (2) See explanation of TEB at the end of this MD&A. (3) Gross mortgage principal of impaired loans less specific reserves.FINANCIAL REVIEW EARNINGS Net income for the three months ended September 30, 2007 increased 23.0% year-over-year to $8.8 million and increased 17.5% from the second quarter of 2007. With the increase in Prime Rate (which Equitable uses to price its floating rate mortgages) on July 10, 2007, net interest margin expanded at the beginning of the quarter, as expected. However, this increase was offset later in the quarter as interest rates on short-term GICs used to fund floating rate mortgages increased due to unfavourable credit conditions noted above without a further increase in Prime Rate.Table 3: Net interest income Three months ended Three months ended ($ thousands) September 30, 2007 September 30, 2006 Interest revenues or interest Revenue/ Average Revenue/ Average expenses derived from: Expense rate Expense rate derived from: Assets: Liquidity investments $3,570 3.9% $2,170 3.9% Equity securities - TEB(1) 3,023 6.6% 2,272 6.6% Mortgage loans 42,102 6.7% 32,156 6.7% Total interest earning assets - TEB(1) 48,695 6.4% 36,598 6.4% Total assets - TEB(1) 48,695 6.2% 36,598 6.2% Liabilities and shareholders' equity: Customer deposits 29,178 4.2% 21,094 4.1% Bank term loan 752 6.7% 594 6.8% Subordinated debt 592 7.3% 475 7.5% Total interest bearing liabilities 30,522 4.3% 22,163 4.1% Total liabilities and shareholders' equity 30,522 3.9% 22,163 3.8% Net interest income - TEB(1)(2) 18,173 14,435 Net interest margin - TEB(1)(2) 2.3% 2.5% Less: Taxable equivalent adjustment(1) (1,327) (980) Add: Net mortgage commitment fees(2) 719 - Less: Deposit agent commissions(2) (1,907) - Net interest income per financial statements 15,658 13,455 Nine months ended Nine months ended ($ thousands) September 30, 2007 September 30, 2006 Interest revenues or interest Revenue/ Average Revenue/ Average expenses derived from: Expense Rate Expense Rate Assets: Liquidity investments $10,420 4.2% $5,897 4.0% Equity securities - TEB(1) 8,999 7.1% 6,206 6.7% Mortgage loans 115,290 6.4% 87,605 6.4% Total interest earning assets - TEB(1) 134,709 6.2% 99,708 6.2% Total assets - TEB(1) 134,709 6.0% 99,708 6.0% Liabilities and shareholders' equity: Customer deposits 79,679 4.0% 56,622 3.9% Bank term loan 2,198 6.9% 1,478 6.8% Subordinated debt 1,775 7.4% 1,567 7.6% Total interest bearing liabilities 83,652 4.1% 59,667 4.0% Total liabilities and shareholders' equity 83,652 3.8% 59,667 3.6% Net interest income - TEB(1)(2) 51,057 40,041 Net interest margin - TEB(1)(2) 2.3% 2.4% Less: Taxable equivalent adjustment(1) (3,996) (2,641) Add: Net mortgage commitment fees(2) 2,012 - Less: Deposit agent commissions(2) (4,847) - Net interest income per financial statements 44,226 37,400 (1) See explanation of TEB at the end of this MD&A. (2) See explanation of treatment of net mortgage commitment fees and deposit agent commissions at the end of this MD&A.Total interest revenues on a TEB increased 33.1% to $48.7 million in the third quarter, compared to $36.6 million in the comparable 2006 period, due primarily to growth in the Company's interest-earning asset base. Mortgage revenues increased $9.9 million or 30.9% in the third quarter 2007 over 2006, while average rates remained consistent at 6.7% for both periods. Equity securities' income on a TEB increased $0.8 million or 33.1% compared to the same period in the prior year due primarily to the increase in the average size of the portfolio of $47.4 million. Interest rates on average customer deposits outstanding during the third quarter of 2007 increased to 4.2% from 4.1% in 2006 due to increases in interest rates prevailing in the GIC market. Overall interest expense on customer deposits for the quarter grew $8.1 million or 38.3% over 2006 due to these higher interest rates as well as a 34.1% increase in average customer deposits outstanding during the third quarter of 2007 compared to 2006. During the third quarter of 2007, the Company entered into an additional $105.0 million of interest rate swaps in order to hedge interest rates on term GICs used to fund floating rate mortgages. The GICs to which these swaps relate have been designated as "held-for-trading" financial instruments and are carried at fair value. Any change in their value is included in interest expense and all transaction costs related to raising these GICs are expensed at the time of designation. Net interest income - TEB increased $3.7 million or 25.9% to $18.2 million in the third quarter of 2007 compared to the $14.4 million earned during the same period of 2006. In conjunction with the adoption of new accounting policies for financial instruments effective January 1, 2007, deposit agent commissions are accounted for as a component of interest expense and net mortgage commitment fees as a component of mortgage interest income. This change from prior years' financial statement presentation has not been applied retroactively and certain elements of this MD&A have been presented in a manner so that certain current ratios such as net interest margins - TEB and productivity ratios - TEB are consistent with past MD&A presentation. Other Income Other income includes ancillary fees related to the mortgage portfolio, gains on the securitization of mortgages and excess interest, net of servicing fee earned on mortgages issued through the Company's CMHC-MBS program. Sundry income, gains or losses on the sale or redemption of investments and other non-mortgage related fees are also included in other income. Other income amounted to $1.5 million for the three months ended September 30, 2007, compared to $2.0 million in the third quarter a year ago. The decrease is primarily related to the classification of net mortgage commitment fees as a component of mortgage interest income. This change from prior periods' presentation has not been applied retroactively in conjunction with the adoption of new accounting policies for financial instruments in 2007. During the third quarter, the Company securitized, through the CMHC-MBS program, $124.2 million of mortgages compared to $36.4 million during the comparable period in 2006. Much of this increase was the result of the Company buying insured mortgages that became available for purchase as a result of challenging conditions in the credit markets. Gains on sale of mortgages were $0.4 million, an increase from the $0.1 million gain in the comparable period of 2006. Gross margins on the securitization of mortgages remained consistent at 25 basis points in the third quarter of 2007 compared to 26 basis points in the comparable period. Excess interest net of servicing fees was $0.7 million during the third quarter of 2007, a decrease of $0.2 million from the $0.9 million earned in the third quarter of 2006. This change was due to a decrease in average outstanding securitized mortgages during the third quarter of 2007 which was $1.82 billion compared to $1.89 billion a year earlier. Non-Interest Expenses Non-interest expenses include all of the expenses not related to interest or credit provisions required to operate Equitable's business. The major elements of non-interest expenses consist primarily of salaries and benefits, premises and equipment expenses, capital taxes, insurance, and other general and administrative expenses. In prior periods, deposit agent commissions were included in non-interest expenses. In conjunction with the adoption of the new accounting policies for financial instruments, commencing in 2007 deposit agent commissions are accounted for as a component of interest expense. This change from prior periods' presentation has not been applied retroactively and commentary on non-interest expenses in this MD&A is presented including deposit agent commissions so that comparison with prior periods' results is meaningful. For more information, see the "Non-GAAP Financial Measures" section at the end of this MD&A. Non-interest expenses and deposit agent commissions totalled $7.0 million in the third quarter compared to $5.4 million during the same period in 2006. This increase primarily reflected higher employment levels to support growth and variable expenses related to the expansion of the business including deposit agent commissions as well as office and equipment costs to accommodate growth in staff. Included in non-interest expenses during the third quarter of 2007 was a charge for stock-based compensation expense in the amount of $0.2 million related to grants of options from 2004 to 2007 compared to a $0.1 million charge for the quarter ended September 30, 2006. The offset to this expense was an increase to contributed surplus in the same amount. The Company's productivity ratio - TEB was 34.2% in the third quarter of 2007 compared to 32.7% in the third quarter of 2006. This increase is primarily the result of expensing $0.3 million of deposit agent commissions in the most recent quarter when certain term GICs were designated as "held-for- trading" compared to no such charge in the prior year. Had the Company not chosen to manage its interest rate risk through swap activity, the productivity ratio in the most recent quarter would have been comparable to the prior year at 32.9%. This ratio (the lower, the more efficient the operations) is a non-GAAP financial measure. In 2007 it is calculated by dividing non-interest expenses, plus deposit agent commissions, by the sum of net interest income - TEB, net mortgage commitment fees (as illustrated in Table 3), and other income. BALANCE SHEET Mortgages The Company's mortgage lending is focused on first charges for real estate in three primary niches: single-family dwelling, multi-unit residential and commercial. At September 30, 2007, single-family dwelling mortgages represented the largest portion of the portfolio (see Table 4) and increased 27.3% from December 31, 2006 and 36.8% from September 30, 2006. Multi-unit residential mortgages increased 40.0% compared to a year earlier and increased 29.5% from December 31, 2006. Commercial mortgages increased 60.8% from a year ago and 40.6% from December 31, 2006. Growth in all of these mortgage lending activities reflects strong demand.Table 4: Mortgages receivable September 30, 2007 December 31, 2006 ($ thousands) $ % of total $ % of total Single-family dwelling 944,370 35.1% 741,732 34.8% Multi-unit residential 738,333 27.4% 570,312 26.7% Commercial 605,835 22.5% 431,017 20.2% Conventional mortgages held for sale 323,468 12.0% 268,396 12.6% Construction 61,605 2.3% 87,043 4.1% CMHC-insured 20,193 0.7% 33,617 1.6% ----------- ----------- Total mortgage principal 2,693,804 100.0% 2,132,117 100.0% Deferred net mortgage commitment fees, net premiums and sundry 133 1,423 ----------- ----------- Mortgages reported 2,693,937 2,133,540 Accrued interest 13,397 10,168 Allowances for credit losses (8,700) (8,046) ----------- ----------- Total mortgages receivable 2,698,634 2,135,662 ----------- ----------- ----------- ----------- September 30, 2006 ($ thousands) $ % of total Single-family dwelling 690,579 34.9% Multi-unit residential 527,380 26.7% Commercial 376,816 19.0% Conventional mortgages held for sale 261,866 13.2% Construction 90,532 4.6% CMHC-insured 31,637 1.6% ----------- Total mortgage principal 1,978,810 100.0% Deferred net mortgage commitment fees, net premiums and sundry 1,174 ----------- Mortgages reported 1,979,984 Accrued interest 9,431 Allowances for credit losses (7,821) ----------- Total mortgages receivable 1,981,594 ----------- -----------Mortgage principal increased $561.7 million or 26.3% during the nine-month period ended September 30, 2007 and increased $715.0 million or 36.1% since September 30, 2006. The Company funded a total of $779.4 million of mortgages during the third quarter, an increase of 59.2% over last year's third quarter when a total of $489.7 million of mortgages were funded. Conventional mortgages (other than warehoused mortgages) funded during the third quarter of 2007 amounted to $450.3 million, an increase of 128.9% year-over-year. CMHC mortgages funded during the third quarter of 2007 amounted to $112.4 million compared to $43.7 million a year earlier. Conventional mortgages repaid and discharged during the third quarter of 2007 totalled $271.0 million compared to $305.3 million a year earlier. In conjunction with the adoption of the new accounting policies for financial instruments, commencing in 2007 deferred finders fees and deferred mortgage commitment fees are accounted for as a component of mortgages receivable. Formerly, these were presented as a component of other assets and other liabilities, respectively. This change from prior periods' presentation has not been applied retroactively. Table 5 shows mortgage principal funded by segment.Table 5: Mortgage production Three Months Ended September 30, 2007 September 30, 2006 Mortgage Mortgage Principal Principal ($ thousands) Funded % of total Funded % of total Conventional mortgages other than warehoused mortgages $450,264 57.8% $196,708 40.2% Warehoused mortgages 216,699 27.8% 249,279 50.9% CMHC-insured mortgages 112,410 14.4% 43,711 8.9% ------------------------------------------------------ Total $779,373 100.0% $489,698 100.0% Nine Months Ended September 30, 2007 September 30, 2006 Mortgage Mortgage Principal Principal ($ thousands) Funded % of total Funded % of total Conventional mortgages other than warehoused mortgages $1,127,867 52.5% $631,188(1) 42.2% Warehoused mortgages 761,207 35.5% 635,534(1) 42.5% CMHC-insured mortgages 256,421 12.0% 228,465 15.3% ------------------------------------------------------ Total $2,145,495 100.0% $1,495,187 100.0% (1) Amounts have been adjusted by $19.6 million (warehoused up, conventional other than warehoused down) from prior reports in order to correct a misclassification.The timing of warehoused mortgage production and discharges can lead to significant volatility in balances held in the warehouse mortgage program. The level of warehouse discharge activity during the third quarter was abnormally low reflecting the lower levels of activity in securitization markets. Table 6 is a continuity schedule for warehoused mortgages.Table 6: Warehoused mortgage program Three Months Ended Nine Months Ended September September September September ($ thousands) 30, 2007 30, 2006 30, 2007 30, 2006 Principal balance, beginning of period $212,059 $172,794 $268,396 $163,743 Production 216,699 249,279 761,207 635,534 Repayments and discharges (105,290) (160,207) (706,135) (537,411) ------------------------------------------- Principal balance, end of period $323,468 $261,866 $323,468 $261,866 Net increase in principal balance $111,409 $89,072 $55,072 $98,123Mortgage Credit Quality The Company did not realize any credit losses during either the third quarter of 2007 or 2006. Mortgages in arrears 90 days or more amounted to 0.08% of total principal outstanding at September 30, 2007 compared to 0.05% of total principal outstanding at September 30, 2006. Mortgages identified as impaired amounted to 0.08% of total mortgage principal outstanding at September 30, 2007, compared to 0.14% a year earlier. The provision for credit losses for the third quarter of 2007 of $225 thousand was equal to the amount recorded in the comparable prior year period.Table 7: Asset categories September 30, 2007 December 31, 2006 September 30, 2006 Asset % of Asset % of Asset % of ($ thousands) Amount total Amount total Amount total Liquidity investments $399,059 12.0% $260,490 9.9% $231,180 9.6% Equity securities 170,262 5.1% 166,669 6.4% 137,015 5.7% Mortgage loans 2,698,634 81.0% 2,135,662 81.3% 1,981,594 82.1% Loan securit- izations - retained interests 53,335 1.6% 48,271 1.8% 49,591 2.0% Other assets 11,282 0.3% 14,663 0.6% 14,431 0.6% ------------------------------------------------------------ Total $3,332,572 100.0% $2,625,755 100.0% $2,413,811 100.0%Total assets at September 30, 2007 increased $706.8 million or 26.9% from $2.63 billion at December 31, 2006 and increased $918.8 million or 38.1% from $2.41 billion at September 30, 2006. Management expanded the Company's portfolio of liquidity investments towards the end of the third quarter as a prudent approach during a period of credit market uncertainty. Total liquid resources including liquidity investments and equity securities comprised 17.1% of total assets at September 30, 2007, compared to 16.3% at December 31, 2006 and 15.3% as at September 30, 2006. Liquidity investments at the end of the quarter consisted of $341.6 million of treasury bills issued by the Government of Canada, promissory notes and bonds issued by certain provinces of Canada, $40.4 million of third party NHA-mortgage backed securities and $17.0 million was held as cash in bank accounts with major Canadian banks. The Company has no investments in commercial paper. Equity securities are comprised of preferred shares. At September 30, 2007 equity securities were $3.6 million or 2.2% higher than at December 31, 2006 and $33.2 million or 24.3% higher compared to September 30, 2006. Management evaluated the available returns on its preferred share portfolio as part of its disciplined approach to capital allocation. As a result of this third quarter analysis, $23.9 million of preferred shares that were determined to provide returns below the Company's hurdle rates were sold for a gain of $15 thousand. Tax exempt dividend income from equity securities assists in lowering the Company's effective tax rate. The Company's effective tax rate was 26.9% for the nine months ended September 30, 2007 compared to 28.2% for the period ended September 30, 2006. Loan securitizations - retained interests increased $5.1 million to $53.3 million at September 30, 2007 from $48.3 million at December 31, 2006 and were $3.7 million or 7.5% higher than a year ago. Total mortgages in the CMHC-MBS program outstanding at September 30, 2007 were $1.85 billion, a $14.1 million decrease from $1.86 billion at September 30, 2006 but an increase from $1.81 billion outstanding at December 31, 2006. Liabilities Customer deposits are utilized to fund the bulk of the Company's asset acquisitions and consist of GICs, sourced primarily through a national distribution network of deposit agents. Customer deposits at September 30, 2007 increased $645.9 million or 27.6% from December 31, 2006 and $839.3 million or 39.2% from September 30, 2006. Commencing in 2007, as stated elsewhere in this MD&A, deferred deposit agent commissions are required to be presented as a component of customer deposits. Formerly, these were presented as an "other" asset. Future income taxes payable result from differences between the measurement of assets and liabilities for financial statement purposes, as opposed to tax purposes, and relate primarily to the Company's securitization activities, allowance for credit losses and the unrealized losses of its equity securities portfolio. Other Assets and Liabilities Other assets at September 30, 2007 decreased $3.4 million from December 31, 2006 and $3.1 million from a year earlier. Other liabilities include the future servicing liability of securitized mortgages, realty taxes collected from borrowers, accounts payable, income taxes payable in 2006 and periodic drawings under the Company's bank line of credit facility. No drawings were made on this line at September 30, 2007, December 31, 2006 or at September 30, 2006. As stated elsewhere in the MD&A, commencing in 2007 deferred finders fees and deferred mortgage commitment fees are accounted for as a component of mortgages receivable. Formerly, these were presented as a component of other assets and other liabilities, respectively. In addition, deferred deposit agent commissions are required to be presented as a component of customer deposits. Formerly, these were presented as an "other" asset. These changes from prior periods' presentation have not been applied retroactively. Shareholders' Equity Total shareholders' equity increased $48.1 million or 32.1% to $197.9 million at September 30, 2007 from $149.7 million at December 31, 2006 and grew 38.5% compared to September 30, 2006. The Company completed a $25.0 million equity issue on April 30, 2007 with the sale of 769,231 common shares to the public. Also, as a result of the exercise of employee stock options, 25,400 common shares were issued for cash proceeds of $0.4 million which was added to common share capital during the third quarter of 2007 compared to 4,600 common shares issued and $85 thousand cash proceeds added to common share capital in the third quarter of 2006. At September 30, 2007, the Company had 12,940,099 common shares issued and outstanding, up 1,031,854 or 8.7% from 11,908,245 common shares issued and outstanding at September 30, 2006. Shareholders' equity now includes accumulated other comprehensive loss as a result of the adoption of the new accounting policies outlined in Note 2 to the interim unaudited consolidated financial statements for the period ended September 30, 2007. Accumulated other comprehensive loss includes the after tax change in unrealized gains and losses on available-for-sale investments and retained interests - loan securitizations. This category of equity appears for the first time in 2007 and prior periods have not been restated. Other comprehensive loss amounted to $1.6 million at September 30, 2007, with a net gain of $3.3 million recorded during the third quarter of 2007. For the nine months ended September 30, 2007, other comprehensive loss includes a loss of $2.3 million related to unrealized loss, net of income tax recovery, on the Company's preferred share portfolio. During the third quarter of 2007, as a result of the proposed terms of a takeover bid for BCE Inc., there has been a significant increase in the value of BCE preferred shares held by the Company. The net gain in accumulated other comprehensive income recorded during the third quarter of 2007 was largely attributed to the increase in value of the BCE preferred shares. As a result of adopting the new financial instrument accounting policies, the opening balance of retained earnings has been adjusted to reflect the January 1, 2007 fair values of assets and liabilities required to be, or designated to be, characterized as "held-for-trading." Changes in the fair values of these held-for-trading assets and liabilities - which include CMHC mortgages to be securitized, mortgage commitments on CMHC mortgages to be securitized, GICs designated as held-for-trading and derivative financial instruments - flow through the statement of income. Capital Management The Company maintains a capital management policy to govern the quality and quantity of capital utilized by Equitable Trust, the Company's wholly owned subsidiary, in its regulated operations. The objective of the policy is to ensure that adequate capital requirements are met, while providing sufficient return to investors. As well, the Company requires sufficient regulatory capital to meet the needs of its asset growth targets. During the first six months of 2007, the Company took two major steps to increase regulatory capital. The first was the authorization for Equitable Trust to issue up to $40.0 million of series 7 subordinated debentures eligible as Tier 2 capital. A total of $22.0 million of these debentures were issued in the first quarter of 2007 - $12.5 million of this total was financed by the receipt of a bank loan. During the second quarter of 2007, Equitable Trust redeemed $5.4 million of series 5 subordinated debentures. The second step to increase regulatory capital was the Company's $25.0 million equity issue and the subsequent investment of the net proceeds to increase Tier 1 capital in Equitable Trust. The net impact of these measures, along with the growth in total assets and retained earnings, is that Equitable Trust's total capital ratio at September 30, 2007 was 11.3% compared to 10.6% at December 31, 2006 and 11.1% at September 30, 2006. Given the rapid pace of asset expansion, and the Company's dedication to achieving profitable growth while maintaining its solid financial base, management has embarked on a series of measures to increase regulatory capital levels. These measures include slowing the growth of risk weighted assets and examining different approaches to raising Tier 2 capital. Table 8 summarizes Equitable Trust's regulatory capital position.Table 8: Capital measures (relating solely to Equitable Trust) ($ thousands) September December September 30, 2007 31, 2006 30, 2006 Tier 1 capital $196,060 $148,466 $141,910 Tier 2 capital 76,564 60,000 60,000 Total capital 272,624 208,466 201,910 Total risk weighted assets 2,419,745 1,967,779 1,819,062 Total capital as a % of total risk weighted assets 11.3% 10.6% 11.1% Authorized asset to capital multiple 17.5x 17.5x 17.5x Utilized asset to capital multiple 12.2x 12.6x 12.0xOSFI has issued guidance on new capital requirements in accordance with the Bank for International Settlements, Basel II pronouncements. These pronouncements will result in a revision to Equitable Trust's capital requirements based on the nature of its assets and the introduction of additional capital requirements based on the operational and other risks of Equitable Trust. Calculation of capital under Basel II takes effect on January 1, 2008. Eight Quarter Summary Table 9 summarizes the Company's performance over the last eight quarters. Generally, the real estate market experiences periods of seasonality at different times of the year, but traditionally, this has had little impact on Equitable's results. Of much greater importance, as stated elsewhere in this MD&A, is any movement in interest rates and interest rate spreads.Table 9: Summary of quarterly results ($ thousands, except assets and per share amounts) 2007 2006 Q3 Q2 Q1 Q4 Total assets at quarter end - $ millions 3,333 2,901 2,866 2,626 Total revenues - TEB(1) 50,883 46,177 43,888 41,941 Total revenues 49,556 44,728 42,668 40,819 Net interest income - TEB(1)(2) 18,173 16,787 16,097 15,359 Net interest income(2) 16,846 15,338 14,877 14,237 Net earnings 8,788 7,480 7,992 7,752 EPS - basic $ 0.68 $ 0.59 $ 0.67 $ 0.65 EPS - diluted $ 0.67 $ 0.59 $ 0.66 $ 0.64 ROAE 18.2% 17.0% 21.1% 21.0% 2006 2005 Q3 Q2 Q1 Q4 Total assets at quarter end - $ millions 2,414 2,244 2,113 2,012 Total revenues - TEB(1) 38,552 34,885 31,604 28,881 Total revenues 37,572 34,008 30,820 27,867 Net interest income - TEB(1)(2) 14,435 13,463 12,143 12,017 Net interest income(2) 13,455 12,586 11,359 11,003 Net earnings 7,144 6,609 5,833 5,562 EPS - basic $ 0.60 $ 0.56 $ 0.49 $ 0.47 EPS - diluted $ 0.59 $ 0.55 $ 0.49 $ 0.46 ROAE 20.3% 19.8% 18.6% 18.1% (1) For an explanation of TEB see the end of this MD&A. (2) See explanation of treatment of net mortgage commitment fees and deposit agent commissions at the end of this MD&A.OFF BALANCE SHEET ACTIVITIES The Company's off balance sheet activities include its securitization activities, its interest rate hedging derivative financial instruments and its commitments to fund mortgages (see Notes 4, 5 and 14 to the interim unaudited consolidated financial statements for the period ended September 30, 2007). For additional information regarding these and other off balance sheet items, please also refer to pages 34 to 36 in the Company's 2006 Annual Report. RISKS AND UNCERTAINTIES The Company faces a number of risks. Please refer to pages 36 to 42 in the Company's 2006 Annual Report, page 9 in the December 31, 2006 Annual Information Form and pages 7 to 11 of the Short Form Prospectus dated April 23, 2007, all of which are available at www.sedar.com for further information on risks of the business. The risk factors below are not all-inclusive, but do include risks which vary as the assets and liabilities of the Company change. Liquidity risk relates to the Company's ability to redeem its deposit obligations as they come due or otherwise arise, and to fund asset commitments as scheduled. Interest rate risk involves the sensitivity of the Company's earnings to sudden changes in interest rates. Credit risk is the risk of financial loss resulting from the failure of a borrower or any counterparty to fully honour its financial or contractual obligations. Liquidity Risk Management Mitigating liquidity risk requires the Company to match its asset and liability maturities and to keep sufficient liquid assets on hand at all times to meet mortgage funding and investment purchase commitments, mortgage renewals or extensions and any GIC redemptions. On a daily basis, the Company raises funds based upon asset growth, target liquidity levels and forecasts of its future liquidity requirements. Eligible liquid assets for regulatory purposes consist of cash and cash equivalents and debt instruments guaranteed by governments. Assets eligible for regulatory liquidity purposes were $394.1 million at September 30, 2007 compared to $260.5 million at December 31, 2006 and $231.2 million at September 30, 2006. Total liquid resources, including marketable equity securities, were $564.3 million at September 30, 2007 compared to $427.2 million as at December 31, 2006 and $368.2 million at September 30, 2006. Interest Rate Risk Management The Company's primary method of mitigating interest rate risk is matching asset and liability maturity or re-pricing terms, employing derivatives to simulate re-pricing matching, closely monitoring interest rates and acting upon any mismatch in a timely fashion, to ensure that any sudden or prolonged change in interest rates does not significantly affect the Company's net interest income. The Company manages its asset and liability maturity or re-pricing profile by adjusting GIC interest rates on a daily basis to raise GICs with the appropriate maturities to best match the maturity or re-pricing profile of assets being funded. The Company closely monitors the effects of possible interest rate changes on both net interest income for the following 12 month period and on the economic value of shareholders' equity using simulated interest rate change sensitivity modeling and assumptions of borrower and depositor behavior based upon historical experience. As estimated by the Company, an immediate and sustained 1% increase in interest rates as of September 30, 2007, would positively impact net interest income before any tax effect for the following 12 month period by $3.3 million. If interest rates were to decrease 1% on an immediate and sustained basis as at September 30, 2007, and if cashable GICs were to stay on the books until maturity in the manner forecast by management, the estimated negative impact to net interest income before any tax effect for the following 12 month period would be $7.8 million. The Company has adopted a consistent and disciplined approach to hedging the interest rate risk attached to its MBS activities. MBS interest rate risk refers to the risk that interest rates will vary between the time a mortgage interest rate is committed to and the time the underlying mortgage is securitized and that the change in rates will reduce the value of the mortgage being sold. The Company hedges the interest rate risk for all mortgages that are targeted to be sold through the CMHC-MBS program. Hedging protects the Company from losses due to changes in interest rates during the relevant period. The hedge is initiated on the date that the mortgage is priced and committed to and terminated on the date that the pool is sold. Changes in interest rates affect the price at which the mortgage pool is sold and inversely affects the value of the hedge. These hedges are derivative financial instruments and are required to be carried at fair value under the new financial instrument accounting policies. Credit Risk Management Under the Company's lending criteria, all mortgages are individually evaluated under a risk rating system to determine the level of risk attributable to each loan. In accordance with sound business and financial practices, Equitable Trust's credit risk policies include the annual review of all commercial loans and mortgages. In addition, all loans that are in arrears are reviewed to determine whether any should be classified as doubtful or as a potential loss. Generally, a loan is classified as impaired when management is of the opinion that there is no longer reasonable assurance of full and timely collection of principal and interest. On a regular basis, management reviews all loans in these categories in order to determine the appropriate loan loss reserves required. Reviews of credit policies and lending practices are regularly undertaken by senior management and approved by Equitable Trust's Investment Committee. Equitable Trust's Investment Committee meets on a quarterly basis to review the status of the Company's investment portfolio, the transactions during the past quarter and the portfolio characteristics such as term, credit rating and type of security. Investment policies are reviewed regularly by Equitable Trust's Investment Committee to ensure that the type, credit quality, duration and concentration of investments in marketable securities are appropriate, prudent and consistent with the risk profile targets adopted by the Company. P-2 or equivalent and higher rated securities comprised 72.3% of the preferred share equity securities portfolio at September 30, 2007, compared to 78.5% a year earlier. CHANGES IN ACCOUNTING POLICIES Significant accounting policies are detailed on pages 51 to 67 of the Company's 2006 Annual Report. Effective January 1, 2007, the Company adopted new accounting policies issued by the Canadian Institute of Chartered Accountants: Financial Instruments - Recognition and Measurement, Hedges, Comprehensive Income and Financial Instruments - Disclosure and Presentation. A new section of shareholders' equity - Accumulated other comprehensive income - has been created by virtue of the adoption of these new standards. Please refer to Note 2 of the interim unaudited consolidated financial statements for further details on these accounting changes. Please also see Note 15 of the interim unaudited consolidated financial statements for the period ended September 30, 2007 for information on future accounting changes. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There are no changes in the Company's internal control over financial reporting that occurred during the third quarter ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. As expected, Stephen Coffey, Senior Vice-President and Chief Financial Officer retired from the Company on September 30, 2007. The Company has engaged a recruitment firm to assist in hiring a new Chief Financial Officer. NON-GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") FINANCIAL MEASURES The presentation of financial information on a taxable equivalent basis ("TEB") is a common practice of presentation in the banking and trust company industries and does not have a standardized meaning within GAAP. Therefore, TEB calculations may not be comparable to similar measures presented by other companies. On a selective basis, Equitable uses TEB in analyzing revenues, interest margins and productivity ratios in this MD&A. The TEB methodology grosses up tax exempt income, such as dividends from equity securities, by an amount which makes this income comparable, on a pre-tax basis, to regular taxable income such as mortgage interest. For the nine months ended September 30, 2007, this gross-up amounted to $4.0 million as compared to $2.6 million during the comparable period in 2006. The adoption on January 1, 2007 of new accounting policies for financial instruments requires that Equitable report deferred deposit agent commissions as a component of customer deposits and the amortization or current expense of these deferred charges as a component of interest expense in its financial statements. Formerly, deferred deposit agent commissions were reported in other assets and amortization was presented as a non-interest expense. The new accounting policies for financial instruments further requires deferred net mortgage commitment fees, comprised of deferred finders fees and deferred mortgage commitment fees, to be accounted for as a component of mortgages receivable on the balance sheet with the amortization of these fees reported as a component of mortgage interest income. In prior years, deferred finders fees and deferred mortgage commitment fees were reported as a component of other assets and other liabilities on the balance sheet, respectively, with the related amortization reported as other income. In order to make comparisons of current results for net interest income, net interest margins and productivity ratios meaningful, this MD&A presents deposit agent commissions and net mortgage commitment fees on the same basis as that presented in the prior year. UPDATED SHARE INFORMATION As a result of the issuance of 769,231 common shares on April 30, 2007 and the exercise of employee stock options, the Company had 12,940,099 common shares issued and outstanding at September 30, 2007. There are unexercised options to purchase 619,611 common shares and a further 674,399 common shares are reserved for option grants. FORWARD-LOOKING STATEMENTS Certain statements in this Management's Discussion and Analysis ("MD&A") contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Equitable Group Inc., or developments in Equitable's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking information includes all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Equitable cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things, realizing the value of Equitable's assets, capitalizing on market demand for Equitable's mortgage products, executing Equitable's strategic plan, and the demand for Equitable's deposit products. The risks and uncertainties that may affect forward-looking statements include, among others, risks involved in fluctuating interest rates and general economic conditions, legislative and regulatory developments, the nature of Equitable's customers, competition and other risks detailed from time to time in Equitable's filings with Canadian provincial securities regulators, including Equitable's Annual Report and Annual Information Form dated February 26, 2007. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and Equitable does not undertake to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. OUTLOOK Based on Equitable's performance during the nine months ended September 30, 2007, management remains confident in the Company's ability to achieve all performance objectives with the exception of its EPS growth target. As previously noted, the EPS growth target of 18-22% is unattainable because of the April 2007 issuance of new shares. At the time of writing, demand for residential and commercial mortgage financing remains strong in the Company's primary niche markets. Resale housing activity in Equitable's target geographical territories (Ontario and Alberta) remains strong and, while the Prime Rate increased in July, the most recent decision by the Bank of Canada to hold the line on interest rates is expected to be supportive of ongoing real estate market activity this year. Looking forward, Equitable has increased the pricing on new mortgage loans. Management believes this strategy is appropriate from a competitive perspective - given the reduced supply of capital generally available in the market due to credit turmoil - and should serve to expand the margins between new mortgage pricing and the cost of GIC funding. However, due to the fact that only a modest percentage of Equitable's mortgage portfolio matures in any given quarter, this repricing strategy is not expected to have a meaningful impact on net interest margins for several quarters. In addition, following several quarters of strong asset expansion, the Company expects to slow the rate of loan growth to allow regulatory capital levels to increase. Management believes this strategy is consistent with the Company's adherence to disciplined lending practices and its focus on maintaining the financial strength that is key to achieving profitable long-term growth. Looking further forward, the Company is anticipating that there will be less competition from lenders using securitization conduits, particularly for single-family dwelling mortgage assets. If this expectation is fulfilled, Equitable would expect to grow its single-family dwelling business faster than other components of its mortgage portfolio. Management believes this will have a positive impact on Equitable's long-term ROE performance. October 31, 2007CONSOLIDATED BALANCE SHEET AS AT SEPTEMBER 30, 2007 - UNAUDITED With comparative figures as at December 31, 2006 and September 30, 2006 (In thousands of dollars) ------------------------------------------------------------------------- September December September 30, 2007 31, 2006 30, 2006 ------------------------------------------------------------------------- Assets Cash and cash equivalents $287,096 $107,842 $110,724 Investments (note 3) 282,225 319,317 257,471 Loan securitizations - retained interests (note 4) 53,335 48,271 49,591 Mortgages receivable (note 5) 2,698,634 2,135,662 1,981,594 Other assets (note 6) 11,282 14,663 14,431 ------------------------------------------------------------------------- $3,332,572 $2,625,755 $2,413,811 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Liabilities and Shareholders' Equity Liabilities: Customer deposits (note 7) $3,036,454 $2,389,755 $2,189,158 Future income taxes payable 8,237 4,700 5,772 Other liabilities (note 8) 13,466 21,564 15,984 Bank term loan (note 10) 44,595 34,750 34,750 Subordinated debt (note 11) 31,969 25,250 25,250 ------------------------------------------------------------------------- 3,134,721 2,476,019 2,270,914 Shareholders' equity: Capital stock (note 12) 86,861 57,849 57,663 Contributed surplus (note 12) 1,570 1,539 1,445 Retained earnings 110,709 90,348 83,789 Accumulated other comprehensive income (loss) (note 13) (1,289) - - ------------------------------------------------------------------------- 197,851 149,736 142,897 ------------------------------------------------------------------------- $3,332,572 $2,625,755 $2,413,811 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to interim unaudited consolidated financial statements. CONSOLIDATED STATEMENT OF INCOME FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 - UNAUDITED With comparative figures for the three and nine month periods ended September 30, 2006 (In thousands of dollars, except per share amounts) ------------------------------------------------------------------------- Three months ended Nine months ended September September September September 30, 2007 30, 2006 30, 2007 30, 2006 ------------------------------------------------------------------------- Interest income: Mortgages $42,821 $32,156 $117,302 $87,605 Investments 3,191 2,072 9,823 5,716 Other 2,075 1,390 5,600 3,746 ------------------------------------------------------------------------- 48,087 35,618 132,725 97,067 Interest expense: Customer deposits 29,178 21,094 79,679 56,622 Deposit agent commissions (note 2) 1,907 - 4,847 - Term loan 752 594 2,198 1,478 Subordinated debt 592 475 1,775 1,567 ------------------------------------------------------------------------- 32,429 22,163 88,499 59,667 ------------------------------------------------------------------------- Interest income, net 15,658 13,455 44,226 37,400 Provision for credit losses (note 5) 225 225 675 675 ------------------------------------------------------------------------- Net interest income after provision for credit losses 15,433 13,230 43,551 36,725 Other income: Mortgage commitment income and other fees (note 2) 289 938 922 2,414 Net gain (loss) on sale or redemption of investments 14 1 (1) 3 Loan securitizations - retained interests (note 4) 1,166 1,015 3,306 2,916 ------------------------------------------------------------------------- 1,469 1,954 4,227 5,333 ------------------------------------------------------------------------- Net interest income and other income 16,902 15,184 47,778 42,058 Non-interest expenses: Compensation and benefits 2,844 2,472 8,205 6,862 Deposit agent commissions (note 2) - 1,183 - 3,339 Other 2,220 1,703 6,389 4,586 ------------------------------------------------------------------------- 5,064 5,358 14,594 14,787 Income before income taxes 11,838 9,826 33,184 27,271 Income taxes (recovery) (note 9): Current 2,203 3,134 4,260 8,451 Future 847 (452) 4,664 (766) ------------------------------------------------------------------------- 3,050 2,682 8,924 7,685 ------------------------------------------------------------------------- Net income $8,788 $7,144 $24,260 $19,586 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Earnings per share: Basic $0.68 $0.60 $1.94 $1.65 Diluted $0.67 $0.59 $1.91 $1.62 Weighted average number of shares outstanding: Basic 12,920,606 11,904,267 12,492,458 11,867,544 Diluted 13,037,944 12,094,030 12,671,737 12,061,306 ------------------------------------------------------------------------- See accompanying notes to interim unaudited consolidated financial statements. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 - UNAUDITED With comparative figures for the three and nine month periods ended September 30, 2006 (In thousands of dollars) ------------------------------------------------------------------------- Three months ended Nine months ended September September September September 30, 2007 30, 2006 30, 2007 30, 2006 ------------------------------------------------------------------------- Common shares: Balance, beginning of period $86,339 $57,569 $57,849 $55,510 Common shares issued (note 12) Gross proceeds of equity issue - - 25,000 - Issue expenses, net of tax recovery of $498 - - (962) - Proceeds from exercise of employee stock options 448 85 4,413 1,965 Transfer from contributed surplus relating to the exercise of stock options 74 9 561 188 ------------------------------------------------------------------------- Balance, end of period 86,861 57,663 86,861 57,663 Contributed surplus: Balance, beginning of period 1,415 1,362 1,539 1,327 Stock-based compensation (note 12) 229 92 592 306 Transfer to common shares relating to the exercise of stock options (74) (9) (561) (188) ------------------------------------------------------------------------- Balance, end of period 1,570 1,445 1,570 1,445 Retained earnings: Balance, beginning of period 103,215 77,835 90,348 67,771 Transition adjustment - Financial instruments (note 2) - - (113) - Net income 8,788 7,144 24,260 19,586 Dividends (1,294) (1,190) (3,786) (3,568) ------------------------------------------------------------------------- Balance, end of period 110,709 83,789 110,709 83,789 Accumulated other comprehensive income (loss): Balance, beginning of period (4,557) - - - Transition adjustment - Financial instruments (note 2) - - 302 - Other comprehensive income (loss) (note 13) 3,268 - (1,591) - ------------------------------------------------------------------------- Balance, end of period (1,289) - (1,289) - ------------------------------------------------------------------------- Total shareholders' equity $197,851 $142,897 $197,851 $142,897 ------------------------------------------------------------------------- ------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 - UNAUDITED (In thousands of dollars) ------------------------------------------------------------------------- Three months ended Nine months ended September September September September 30, 2007 30, 2006 30, 2007 30, 2006 ------------------------------------------------------------------------- Net income $8,788 $7,144 $24,260 $19,586 Other comprehensive income (loss) Available-for-sale assets, change in unrealized gains (losses) (note 13) 3,122 - (1,755) - Reclassification to earnings for realization of available-for-sale assets fair value changes (note 13) 146 - 164 - ------------------------------------------------------------------------- Other comprehensive income (loss) 3,268 - (1,591) - ------------------------------------------------------------------------- Comprehensive income $12,056 $7,144 $22,669 $19,586 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to interim unaudited consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 - UNAUDITED With comparative figures for the three and nine month periods ended September 30, 2006 (In thousands of dollars) ------------------------------------------------------------------------- Three months ended Nine months ended September September September September 30, 2007 30, 2006 30, 2007 30, 2006 ------------------------------------------------------------------------- Cash provided by (used in): Operating activities: Net income $8,788 $7,144 $24,260 $19,586 Non-cash items: Financial instruments - fair value adjustments and reclassifications (2,047) - 593 - Loan securitizations - gains on sale of mortgages (445) (95) (1,283) (515) Amortization 76 109 435 327 Provision for credit losses 225 225 675 675 Net gain on sale or redemption of investments (14) (1) 1 (3) Future income taxes (recovery) 2,695 (452) 3,536 (766) Stock-based compensation 229 92 592 306 Amortization of premiums on investments 970 637 3,033 2,171 ------------------------------------------------------------------------- 10,477 7,659 31,842 21,781 Changes in operating assets and liabilities: Other assets 3,468 (2,074) 3,696 (3,603) Other liabilities (6,353) (3,505) (8,781) (6,648) ------------------------------------------------------------------------- 7,592 2,080 26,757 11,530 Financing activities: Increase in customer deposits 423,116 165,861 646,868 380,203 Issuance (redemption) of subordinated debt, net - - 6,719 (6,444) Receipt (repayment) of bank term loan, net - - 9,845 15,000 Dividends paid on common shares (1,294) (1,190) (3,786) (3,568) Issuance of common shares 448 85 28,451 1,965 ------------------------------------------------------------------------- 422,270 164,756 688,097 387,156 Investing activities: Purchase of investments (3,022) (70,891) (126,919) (120,251) Proceeds on sale or redemption of investments 81,417 14,873 157,802 55,041 Investments in mortgages receivable (784,839) (490,399) (2,152,678) (1,496,523) Mortgage principal repayments 269,481 303,083 1,314,975 965,471 Proceeds from loan securitizations 121,982 36,064 262,020 220,269 Loan securitizations - retained interests 3,236 3,812 9,861 11,378 Purchase of capital assets (253) (131) (661) (561) ------------------------------------------------------------------------- (311,998) (203,589) (535,600) (365,176) Increase (decrease) in cash and cash equivalents 117,864 (36,753) 179,254 33,510 Cash and cash equivalents, beginning of period 169,232 147,477 107,842 77,214 ------------------------------------------------------------------------- Cash and cash equivalents, end of period $287,096 $110,724 $287,096 $110,724 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Comprised of: Deposits at banks $21,235 $13,693 $21,235 13,693 Short term investments 270,076 106,848 270,076 106,848 Cheques and other items in transit (4,215) (9,817) (4,215) (9,817) ------------------------------------------------------------------------- $287,096 $110,724 $287,096 $110,724 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Supplemental cash flow information: Interest paid $23,276 $15,871 $74,785 $50,471 Income taxes paid 1,908 2,558 12,145 11,460 ------------------------------------------------------------------------- See accompanying notes to interim unaudited consolidated financial statements. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTH PERIOD ENDED SEPTEMBER 30, 2007 (In thousands of dollars, except per share amounts) ------------------------------------------------------------------------- 1. Basis of preparation: These interim unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements for the year ended December 31, 2006 as set out on pages 51 to 67 of the 2006 Annual Report. These interim unaudited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") using the same accounting policies and methods of computation as were used in the preparation of the consolidated financial statements for the year ended December 31, 2006 except as described in note 2. These interim unaudited consolidated financial statements reflect amounts which must, of necessity, be based on the best estimates and judgment of management with appropriate consideration as to materiality. Actual results may differ from these estimates. Certain comparative figures have been reclassified to conform with the current period's presentation. 2. Changes in accounting policy: Effective January 1, 2007, the Company adopted new accounting standards issued by the Canadian Institute of Chartered Accountants ("CICA"): Comprehensive Income, Financial Instruments - Recognition and Measurement, Hedges and Financial Instruments - Disclosure and Presentation. As a result of adopting these standards, a new category, accumulated other comprehensive income (loss), has been added to shareholders' equity and certain unrealized gains and losses are reported in accumulated other comprehensive income (loss) until realization. As a result of adopting these new accounting standards, certain financial assets and liabilities are measured at fair value with the remainder recorded at amortized cost. Under the new standards, adjustments to the previously recorded amounts have been made either to retained earnings or to accumulated other comprehensive income (loss) as at January 1, 2007. The Company has not restated prior period consolidated financial statements. Significant aspects of the Company's implementation of these new standards include: - Investments in preferred shares, government bonds, treasury bills and notes and loan securitizations - retained interests have been designated as available-for-sale and are reported on the balance sheet at fair value with changes in fair value included in other comprehensive income, net of income taxes. - Government guaranteed mortgages held for securitization and commitments to fund government guaranteed mortgages for securitization have been recorded on the balance sheet at fair value, with changes in fair value included in loan securitizations - retained interests in the statement of income. - Cash and cash equivalents, mortgages, with the exception of government guaranteed mortgages held for securitization, customer deposits, with the exception of those designated as held-for- trading, bank term loans and subordinated debt continue to be recorded at amortized cost using the effective interest method. - Guaranteed investment certificates designated as held-for-trading have been recorded on the balance sheet at fair value, with changes in fair value included in interest expense in the statement of income. - Derivative financial instruments are recorded on the balance sheet at fair value, with changes in fair value included in loan securitizations - retained interests for derivatives relating to securitization activities and in interest expense for derivatives relating to interest rate swaps. - Deferred deposit agent commissions are accounted for as a component of customer deposits with the amortization of these commissions, with the exception of commissions relating to customer deposits designated as held-for-trading being expensed as incurred, being calculated on an effective yield basis as a component of interest expense. In prior years, deferred deposit agent commissions were reported as a component of other assets, with amortization being reported as a non-interest expense. - Deferred net mortgage commitment fees, comprised of deferred finders fees and deferred mortgage commitment fees, are accounted for as a component of mortgages receivable on the balance sheet with the amortization of these fees, being calculated on an effective yield basis, reported as a component of mortgage interest income. In prior years, deferred finders fees and deferred mortgage commitment fees were reported as a component of other assets and other liabilities on the balance sheet, respectively, with the related amortization reported as other income. For financial instruments measured at fair value where active market prices are available, bid prices are used for financial assets and ask prices used for financial liabilities. For those financial instruments measured at fair value where an active market is not available, fair value estimates are determined using valuation methods which refer to observable market data and include discounted cash flow analysis and other commonly used valuation techniques. Transition adjustments - financial instruments recorded at January 1, 2007 relate to: ------------------------------------------------------------------------- Income Gross Taxes Net ------------------------------------------------------------------------- Retained earnings - increase (decrease) Fair value adjustment of government guaranteed mortgages held for securitization $(5) $(2) $(3) Fair value of government guaranteed mortgage commitments for securitization 284 103 181 Fair value of derivatives (456) (165) (291) ------------------------------ $(177) $(64) $(113) Accumulated other comprehensive income (loss) Available-for-sale investments, unrealized gains (losses) $850 $307 $543 Available-for-sale loan securitizations - retained interests, unrealized gains (losses) (378) (137) (241) ------------------------------ $472 $170 $302 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 3. Investments: (a) Carrying value: ------------------------------------------------------------------------- September December September 30, 2007 31, 2006 30, 2006 ------------------------------------------------------------------------- Preferred shares $170,262 $166,669 $135,896 Government bonds, treasury bills and notes 111,963 152,648 120,456 Common shares - - 1,119 ------------------------------------------------------------------------- $282,225 $319,317 $257,471 ------------------------------------------------------------------------- Investments are accounted for at settlement date. Net unrealized gains (losses) included in carrying value on the balance sheet as at September 30, 2007 as required by the change in accounting policies described in note 2 are as follows: ------------------------------------------------------------------------- September 30, 2007 ------------------------------------------------------------------------- Preferred shares $(2,914) Government bonds, treasury bills and notes (262) ------------------------------------------------------------------------- $(3,176) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (b) Derivative financial instruments: The Company's equity securities contain embedded derivatives which are bifurcated from the investment and valued separately. These embedded derivatives do not currently have significant value and therefore they are not reported separately. (c) Credit facility: The Company has a bank line of credit facility. Under this facility, the Company may borrow up to $35.0 million (December 31, 2006 - $35.0 million, September 30, 2006 - $35.0 million) for short-term liquidity purposes. The facility is secured by the Company's investments in preferred shares. There was no outstanding balance on the line as at September 30, 2007 (December 31, 2006 - $Nil, September 30, 2006 - $Nil). 4. Loan securitizations: (a) Retained interests: The Company securitizes Canadian government guaranteed residential mortgage loans through the creation of mortgage-backed securities and removes the mortgages from the balance sheet. As at September 30, 2007, outstanding securitized mortgages totalled $1,848,719 (December 31, 2006 - $1,807,479, September 30, 2006 - $1,862,789), substantially all of which are multi-family residential mortgage loans. During the period, the Company securitized Canadian government guaranteed residential mortgage loans and received net cash proceeds of $262,020 (September 30, 2006 - $220,270). The Company retained the rights to future excess interest on the residential mortgages valued at $14,645 (September 30, 2006 - $8,450) and received net cash flows on interests retained of $11,884 (September 30, 2006 - $13,779). The Company retained the responsibility for servicing the mortgages and enjoys the right to receive the future excess interest spread. The Company has outsourced the servicing of the transferred loans to an unrelated third party and has recorded a servicing liability of $1,479 (September 30, 2006 - $1,000) relating to loans securitized during the period. Retained interests are accounted for at settlement date. The fair value of the retained interests is determined with internal valuation models using market data inputs, where possible, by discounting the expected future cash flows at like term Government of Canada bond interest rates plus a spread. Net unrealized gains (losses) included in carrying value on the balance sheet as required by the change in accounting policies described in note 2 are as follows: ------------------------------------------------------------------------- September 30, 2007 ------------------------------------------------------------------------- Loan securitizations - retained interests $1,158 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The components of income from loan securitizations - retained interests are as follows: ------------------------------------------------------------------------- September September 30, 2007 30, 2006 ------------------------------------------------------------------------- Gain on sale of mortgages $1,283 $515 Excess interest net of servicing fee 2,023 2,401 ------------------------------------------------------------------------- $3,306 $2,916 ------------------------------------------------------------------------- ------------------------------------------------------------------------- There are no expected credit losses, as the mortgages underlying the retained interests are government guaranteed. (b) Derivative financial instruments: The Company enters into hedging transactions to manage market interest rate exposures on government guaranteed mortgages held for securitization and commitments for government guaranteed mortgages to be securitized, typically for periods of up to 90 days. Hedge instruments outstanding at September 30, 2007, December 31, 2006 and September 30, 2006 relating to forward contracts on Government of Canada bonds, where the counterparties for which are chartered banks, are as follows: ------------------------------------------------------------------------- September 30, 2007 December 31, 2006 September 30, 2006 ------------------------------------------------------------------------- Bond term Notional Fair Notional Fair Notional Fair (years) amount value amount value amount value ------------------------------------------------------------------------- 1 to 5 $2,700 $2,658 $14,400 $14,289 $19,400 $19,382 5 to 10 4,800 4,675 21,800 22,444 32,400 34,149 ------------------------------------------------------------------------- $7,500 $7,333 $36,200 $36,733 $51,800 $53,531 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The hedge instruments are fair value hedges and are required to be classified as held-for-trading and carried at fair value. The fair values of the hedge instruments are determined by reference to the ask side of the related Government of Canada bonds as at the reporting date. The period end fair value of hedges of $(83) is disclosed in note 8, other liabilities. (c) Mortgage commitments: Mortgage commitments for government guaranteed mortgages to be securitized are designated as held-for-trading and are carried at fair value. Fair value is determined by reference to the bid side of a like term Government of Canada bond plus a spread between the bond yield and the mortgage rate. Changes in fair value reflect changes in interest rates which have occurred since the mortgage interest rate was committed to. The period end fair value of mortgage commitments of $59 is disclosed in note 6, other assets. 5. Mortgages receivable: (a) Mortgages receivable and impaired mortgages: ------------------------------------------------------------------------- September 30, 2007 Allowance for credit losses ------------------------------ Gross amount Specific General Total Net amount ------------------------------------------------------------------------- Residential mortgages $1,728,549 $50 $5,969 $6,019 $1,722,530 Other mortgages 635,215 - 1,873 1,873 633,342 Mortgages held for securitization or for sale 330,173 - 808 808 329,365 Accrued interest 13,397 - - - 13,397 ------------------------------------------------------------------------- $2,707,334 $50 $8,650 $8,700 $2,698,634 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- December 31, 2006 Allowance for credit losses ------------------------------- Gross amount Specific General Total Net amount ------------------------------------------------------------------------- Residential mortgages $1,373,842 $160 $5,168 $5,328 $1,368,514 Other mortgages 472,635 - 2,047 2,047 470,588 Mortgages held for securitization or for sale 287,063 - 671 671 286,392 Accrued interest 10,168 - - - 10,168 ------------------------------------------------------------------------- $2,143,708 $160 $7,886 $8,046 $2,135,662 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- September 30, 2006 Allowance for credit losses ------------------------------- Gross amount Specific General Total Net amount ------------------------------------------------------------------------- Residential mortgages $1,283,522 $1,580 $4,060 $5,640 $1,277,882 Other mortgages 417,972 - 1,526 1,526 416,446 Mortgages held for securitization or for sale 278,490 - 655 655 277,835 Accrued interest 9,431 - - - 9,431 ------------------------------------------------------------------------- $1,989,415 $1,580 $6,241 $7,821 $1,981,594 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Included in mortgages held for securitization or for sale are Canadian Government insured mortgages of $6,632, as at September 30, 2007 (December 31, 2006 - $18,551, September 30, 2006 - $16,480). These Government of Canada guaranteed loans held for securitization have been designated as held-for-trading and are carried at fair value determined by reference to the bid side of a like term Government of Canada bond plus a spread between the bond yield and the mortgage rate. Changes in fair value reflect changes in interest rates which have occurred since the mortgage interest rate was committed to. The period end fair value adjustment of Government of Canada guaranteed loans held for securitization is $16. Loans held for sale include loans which are to be pooled and discharged subsequent to the balance sheet date at their investment cost. These loans are carried at the lower of cost or fair value. There are no foreclosed assets held for sale at September 30, 2007, December 31, 2006 and September 30, 2006. The principal outstanding and net carrying amount of mortgages receivable classified as impaired as at September 30, 2007 aggregated $2,123 (December 31, 2006 - $1,138, September 30, 2006 - $2,811) and $2,073 (December 31, 2006 - $978, September 30, 2006 - $1,231), respectively. The Company has commitments to fund a total of $301,934 (December 31, 2006 - $279,278, September 30, 2006 - $361,953) of mortgages as at the end of the period. (b) Allowance for credit losses: ------------------------------------------------------------------------- September 30, 2007 ------------------------------------------------------------------------- Specific General allowance allowance Total ------------------------------------------------------------------------- Balance, beginning of period $160 $7,886 $8,046 Provision for credit losses (89) 764 675 Recoveries 29 - 29 Realized losses (50) - (50) ------------------------------------------------------------------------- Balance, end of period $50 $8,650 $8,700 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- September 30, 2006 ------------------------------------------------------------------------- Specific General allowance allowance Total ------------------------------------------------------------------------- Balance, beginning of period $2,087 $5,080 $7,167 Provision for credit losses (486) 1,161 675 Recoveries - - - Realized losses (21) - (21) ------------------------------------------------------------------------- Balance, end of period $1,580 $6,241 $7,821 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 6. Other assets: ------------------------------------------------------------------------- September December September 30, 2007 31, 2006 30, 2006 ------------------------------------------------------------------------- Income taxes recoverable $4,441 $- $- Capital assets 2,489 2,263 1,736 Accrued interest on non-mortgage assets 1,648 1,866 2,676 Other receivables 1,874 1,868 1,909 Prepaid expenses and other 741 2,378 1,942 Mortgage commitments (note 4) 59 - - Derivative financial instruments - interest rate swaps (note 14) 30 - - Deferred deposit agent commissions (note 2) - 6,288 6,168 ------------------------------------------------------------------------- $11,282 $14,663 $14,431 ------------------------------------------------------------------------- 7. Customer deposits: ------------------------------------------------------------------------- September December September 30, 2007 31, 2006 30, 2006 ------------------------------------------------------------------------- Cashable GICs, payable on demand $847,962 $570,455 $489,586 GICs with fixed maturity dates 2,134,448 1,766,011 1,653,561 Accrued interest 62,293 53,289 46,011 Deferred deposit agent commissions (note 2) (8,249) - - ------------------------------------------------------------------------- $3,036,454 $2,389,755 $2,189,158 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Included in GICs with fixed maturity dates are $115,000 of GICs designated as held-for-trading. These GICs are carried at fair market value determined by reference to market interest rates of like term GICs as at the reporting date. Changes in fair value reflect changes in interest rates which have occurred since the GICs were issued. The period end fair value adjustment of these GICs is $169 and is included in interest expense. 8. Other liabilities: ------------------------------------------------------------------------- September December September 30, 2007 31, 2006 30, 2006 ------------------------------------------------------------------------- Securitized mortgage servicing liability $6,281 $6,044 $6,111 Accounts payable and accrued liabilities 4,689 6,860 6,083 Mortgagor realty taxes 2,413 5,089 2,133 Derivative financial instruments - securitization activities (note 4) 83 - - Income taxes payable - 3,571 1,657 ------------------------------------------------------------------------- $13,466 $21,564 $15,984 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 9. Income taxes: The provision for income taxes shown in the statement of income differs from that obtained by applying statutory income tax rates to income before income taxes for the following reasons: ------------------------------------------------------------------------- September September 30, 2007 30, 2006 ------------------------------------------------------------------------- Canadian statutory income tax rate 35.9% 36.1% Increase (decrease) resulting from: Tax exempt income (7.7%) (7.4%) Future tax rate reductions (1.5%) (0.8%) Non-deductible expenses and other 0.2% 0.3% ------------------------------------------------------------------------- Effective income tax rate 26.9% 28.2% ------------------------------------------------------------------------- ------------------------------------------------------------------------- 10. Bank term loans: The Company has received three non-revolving term loans from Canadian Western Bank. Each loan is for a fixed term of five years with the balance of the loan, together with all accrued and unpaid interest, due on the fifth anniversary of the loan. The proceeds of the loans were used to purchase $19,750 of Series 5, $15,000 of Series 6 and $12,500 of Series 7 of the Subordinated Debentures of the Company's subsidiary, The Equitable Trust Company ("Equitable Trust"). The loans are repayable in full at the option of the Company at any time during their term and as collateral for the loans, the Company has provided a promissory note, a general security agreement, a pledge of all the issued and outstanding shares in the capital of Equitable Trust and an assignment of the Subordinated Debentures purchased from Equitable Trust using the proceeds of the loans. ------------------------------------------------------------------------- 2007 Out- Received Repaid Out- Bank Date standing during during standing term Interest loan Maturity December the the September loans rate received date 31, 2006 period period 30, 2007 ------------------------------------------------------------------------- Loan 1 6.37% March 2005 March 2010 $19,750 $ - $2,655 $17,095 Loan 2 6.82% April 2006 April 2011 15,000 - - 15,000 Loan 3 6.41% March 2007 March 2012 - 12,500 - 12,500 ------------------------------------------------------------------------- $34,750 $12,500 $2,655 $44,595 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- 2006 Out- Received Repaid Out- Bank Date standing during during standing term Interest loan Maturity December the the September Loans rate received date 31, 2005 period period 30, 2006 ------------------------------------------------------------------------- Loan 1 6.37% March 2005 March 2010 $19,750 $ - $ - $19,750 Loan 2 6.82% April 2006 April 2011 - 15,000 - 15,000 ------------------------------------------------------------------------- $19,750 $15,000 $ - $34,750 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 11. Subordinated debt: The Company has issued debentures which are subordinated to the deposits and other liabilities of the Company and which are repayable at any time without penalty. Any redemption of this debt, contractual or earlier, is subject to regulatory approval. Interest is paid quarterly. ------------------------------------------------------------------------- Out- Issued Redeemed Out- 2007 Inter- standing during during standing Debenture est Issue Maturity December the the September series Rate date date 31, 2006 period period 30, 2007 ------------------------------------------------------------------------- Series 5 7.31%- 2004/ January 2015 $20,250 $ - $2,731 $17,519 7.58% 05 Series 6 7.27% 2006 January 2016 5,000 - - 5,000 Series 7 7.10% 2007 January 2017 - 9,450 - 9,450 ------------------------------------------------------------------------- $25,250 $9,450 $2,731 $31,969 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Out- Issued Redeemed Out- 2006 Inter- standing during during standing Debenture est Issue Maturity December the the September series rate date date 31, 2005 period period 30, 2006 ------------------------------------------------------------------------- Series 4 7.54%- 2003 January 2013 $11,444 $ - $11,444 $ - 8.15% Series 5 7.31%- 2004/ January 2015 20,250 - - 20,250 7.58% 05 Series 6 7.27% 2006 January 2016 - 5,000 - 5,000 ------------------------------------------------------------------------- $31,694 $5,000 $11,444 $25,250 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 12. Shareholders' equity: (a) Capital stock: Authorized: Unlimited number of common shares Unlimited number of preferred shares Issued: Common shares: ------------------------------------------------------------------------- September 30, 2007 September 30, 2006 ------------------------------------------------------------------------- Number of Number of shares Amount shares Amount ------------------------------------------------------------------------- Balance, beginning of period 11,924,468 $57,849 11,781,940 $55,510 Issued during the period 1,015,631 28,451 126,305 1,965 Transfer from contributed surplus relating to the exercise of stock options - 561 - 188 ------------------------------------------------------------------------- Balance, end of period 12,940,099 $86,861 11,908,245 $57,663 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The Company completed an equity issue on April 30, 2007. As a result of this issue, 769,231 common shares were issued to the public for cash proceeds of $25,000 before issue expenses. Transaction costs related to the issue have been capitalized net of income taxes recovered. (b) Stock-based compensation plans: Stock option plan: Under the Company's stock option plan, options on common shares are periodically granted to eligible participants for terms of five years and vest over a four or five-year period. The maximum number of common shares available for issuance under the plan is 10% of the Company's issued and outstanding common shares. The outstanding options expire on various dates to August 2012. A summary of the Company's stock option activity and related information for the periods ended September 30, 2007 and September 30, 2006 is as follows: ------------------------------------------------------------------------- September 30, 2007 September 30, 2006 ------------------------------------------------------------------------- Weighted Weighted Number average Number average of stock exercise of stock exercise options price options price ------------------------------------------------------------------------- Outstanding, beginning of period 749,011 $20.54 768,539 $18.07 Granted 180,000 34.03 - - Exercised (246,400) 17.91 (126,305) 15.56 Forfeited/cancelled (63,000) 20.47 (14,000) 23.04 ------------------------------------------------------------------------- Outstanding, end of period 619,611 $25.52 628,234 $18.46 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Exercisable, end of period 102,500 $18.29 141,511 $17.34 ------------------------------------------------------------------------- Under the fair value-based method of accounting for stock options, the Company has recorded compensation expense in the amount of $592 (September 30, 2006 - $306) related to grants of options in 2004 to 2007 under the stock option plan. This amount has been credited to contributed surplus. During the period ended September 30, 2007, a total of 180,000 stock options were granted (2006 - nil). The fair value of options granted in 2007 is estimated at the date of grant using the Black-Scholes valuation model, with the following assumptions: (i) risk-free rate of 4.1%; (ii) expected option life of 4.0 years; (iii) expected volatility of 23.0%; and (iv) expected dividends of 1.2%. The weighted average fair value of each option granted was $6.72. 13. Accumulated other comprehensive income (loss): Accumulated other comprehensive income (loss) includes the after tax change in unrealized gains and losses on available-for-sale investments and retained interests - loan securitizations. ------------------------------------------------------------------------- September 30, 2007 ------------------------------------------------------------------------- Available-for-sale investments: Transition adjustment on adoption of new accounting standards, net (note 2) $543 Losses from changes in fair value, net of income taxes of $(1,546) (2,734) Reclassification to earnings for loss on sale or redemption of investments, net of income taxes of $91 161 ------------------------------------------------------------------------- Balance, end of period (2,030) Available-for-sale loan securitizations - retained interests: Transition adjustment on adoption of new accounting standards, net (note 2) (241) Gains from changes in fair value, net of income taxes of $554 979 Reclassification to earnings for loan securitizations - retained interests, net of income taxes of $2 3 ------------------------------------------------------------------------- Balance, end of period 741 ------------------------------------------------------------------------- Total accumulated other comprehensive income (loss) $(1,289) ------------------------------------------------------------------------- ------------------------------------------------------------------------- 14. Interest rate sensitivity: The following table shows the Company's position with regard to interest rate sensitivity of assets, liabilities and equity on the date of the earlier of contractual maturity or re-pricing date, as at September 30, 2007, December 31, 2006 and September 30, 2006: ------------------------------------------------------------------------- September 30, 2007 ------------------------------------------------------------------------- Floating rate or Total within 1 1 to 3 3 months within month months to 1 year 1 year ------------------------------------------------------------------------- Total assets $1,860,729 $111,100 $363,146 $2,334,975 Total liabilities and equity 1,390,724 277,938 478,235 2,146,897 ------------------------------------------------------------------------- Interest rate sensitive gap $470,005 $(166,838) $(115,089) $188,078 ------------------------------------------------------------------------- Cumulative gap $470,005 $303,167 $188,078 $188,078 ------------------------------------------------------------------------- Cumulative gap as a percentage of total assets 14.10% 9.10% 5.64% 5.64% ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Non- 1 year to Over 5 interest 5 years years sensitive Total(a)(b) ------------------------------------------------------------------------- Total assets $926,405 $55,107 $16,085 $3,332,572 Total liabilities and equity 880,277 31,969 273,429 3,332,572 ------------------------------------------------------------------------- Interest rate sensitive gap $46,128 $23,138 $(257,344) $ - ------------------------------------------------------------------------- Cumulative gap $234,206 $257,344 $ - $ - ------------------------------------------------------------------------- Cumulative gap as a percentage of total assets 7.03% 7.72% 0.00% 0.00% ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- December 31, 2006 ------------------------------------------------------------------------- Floating rate or Total within 1 1 to 3 3 months within month months to 1 year 1 year ------------------------------------------------------------------------- Cumulative gap $261,613 $83,012 $113,316 $113,316 ------------------------------------------------------------------------- Cumulative gap as a percentage of total assets 9.96% 3.16% 4.32% 4.32% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Non- 1 year to Over 5 interest 5 years years sensitive Total ------------------------------------------------------------------------- Cumulative gap $203,091 $211,366 $ - $ - ------------------------------------------------------------------------- Cumulative gap as a percentage of total assets 7.73% 8.05% 0.00% 0.00% ------------------------------------------------------------------------- ------------------------------------------------------------------------- September 30, 2006 ------------------------------------------------------------------------- Floating rate or Total within 1 1 to 3 3 months within month months to 1 year 1 year ------------------------------------------------------------------------- Cumulative gap $397,868 $267,906 $131,762 $131,762 ------------------------------------------------------------------------- Cumulative gap as a percentage of total assets 16.48% 11.10% 5.46% 5.46% ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Non- 1 year to Over 5 interest 5 years years sensitive Total ------------------------------------------------------------------------- Cumulative gap $188,870 $190,688 $ - $ - ------------------------------------------------------------------------- Cumulative gap as a percentage of total assets 7.82% 7.90% 0.00% 0.00% ------------------------------------------------------------------------- ------------------------------------------------------------------------- (a) Totals include interest sensitive interest rate hedges at the notional amount. (b) Accrued interest is excluded in calculating interest sensitive assets and liabilities. (c) Potential prepayments of fixed rate loans have not been estimated. Cashable GICs are included with floating rate liabilities as these are cashable by the depositor upon demand. Any prepayments of subordinated debt, contractual or otherwise, have not been estimated as these would require pre-approval by OSFI. The Company has interest rate hedging facilities available at chartered banks secured by investments in preferred shares and cash equivalents. Interest rate swaps are classified as held-for-trading and are carried at fair market value with changes in fair value included in interest expense. The period end fair value of these hedges of $30 is disclosed in note 6, other assets. 15. Future accounting changes: The CICA has issued a new accounting standard: "Capital Disclosures" which will be in effect for the Company for its 2008 fiscal year. This standard requires the disclosure of qualitative and quantitative information enabling financial statement users to evaluate the Company's objectives, policies and processes for managing capital. The CICA plans to converge Canadian GAAP for public companies with International Financial Reporting Standards ("IFRS") over a transition period expected to end in 2011. The impact of IFRS convergence of financial reporting standards on the Company's consolidated financial statements is not yet determinable.
For further information:
For further information: Andrew Moor, (416) 513-3519