UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-QSB
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 2005
OR
/_/ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to _____________
Commission file number: 0-51514
EQUITABLE FINANCIAL CORP.
---------------------------
(Exact name of small business issuer as specified in its charter)
UNITED STATES 14-1941649
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
113-115 NORTH LOCUST STREET, GRAND ISLAND, NEBRASKA 68801
---------------------------------------------------------
(Address of principal executive offices)
(308) 382-3136
---------------------------------------
(Issuer's telephone number)
NOT APPLICABLE
------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes /X/ No /_/
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes /_/ No /X/
As of February 1, 2006, there were 3,297,509 shares of the registrant's common
stock outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes /_/ No /X/
EQUITABLE FINANCIAL CORP.
FORM 10-QSB
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements ......................................................... 1
Consolidated Statements of Financial Condition at six months ended
December 31, 2005 (Unaudited) and year ended June 30, 2005 .................... 1
Consolidated Statements of Income/(Loss) for the three and six months ended
December 31, 2005 and 2004 (Unaudited) ........................................ 2
Consolidated Statements of Stockholders' Equity for the six months
ended December 31, 2005 and 2004 (Unaudited)................................... 3
Consolidated Statements of Cash Flows for the six months ended
December 31, 2005 and 2004 (Unaudited)......................................... 4
Notes to Consolidated Unaudited Financial Statements.......................... 5
Item 2. Management's Discussion and Analysis or Plan of Operation...................... 7
Item 3. Controls and Procedures........................................................ 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................. 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.................... 22
Item 3. Defaults upon Senior Securities................................................ 22
Item 4. Submission of Matters to a Vote of Security Holders............................ 22
Item 5. Other Information.............................................................. 22
Item 6. Exhibits....................................................................... 23
SIGNATURES
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EQUITABLE FINANCIAL CORP.
Consolidated Statements of Financial Condition
(Unaudited)
DECEMBER 31, JUNE 30,
2005 2005
------------------- ------------------
ASSETS
Cash and due from financial institutions......................................... $ 5,832,848 $ 2,159,699
Securities available-for-sale, at fair value..................................... 11,150,347 12,785,396
Securities held-to-maturity, fair value at December 31, 2005 - $1,036,000;
and June 30, 2005 - $1,248,005................................................. 1,038,754 1,238,085
Federal Home Loan Bank stock, at cost............................................ 2,254,000 1,989,600
Loans, net of allowance for loan losses of $912,538 at December 31, 2005;
and $785,973 at June 30, 2005.................................................. 145,028,802 121,655,609
Premises and equipment, net...................................................... 4,124,912 3,902,094
Accrued interest receivable...................................................... 855,505 686,198
Other assets..................................................................... 1,341,606 954,825
------------------- ------------------
Total assets.............................................................. $ 171,626,774 $ 145,371,506
=================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Non-interest-bearing deposits................................................. $ 5,292,051 $ 3,684,623
Interest-bearing deposits..................................................... 107,262,007 93,103,496
------------------- ------------------
Total deposits............................................................ 112,554,058 96,788,119
Federal Home Loan Bank borrowings................................................ 32,134,262 32,952,250
Advance payments from borrowers for taxes and insurance......................... 956,644 840,951
Accrued interest payable and other liabilities.................................... 182,594 427,568
------------------- ------------------
Total liabilities......................................................... 145,827,558 131,008,888
Commitments and contingencies.................................................... - -
Stockholders' equity
Common stock, $0.01 par value, 14,000,000 shares authorized;
Issued 3,297,509 shares on November 8, 2005............................. $ 32,975 $ -
Additional paid in capital.................................................... 13,732,742 -
Retained earnings............................................................. 13,165,117 13,889,317
Unearned ESOP share........................................................... (1,271,700) -
Accumulated other comprehensive income, net................................... 140,082 473,301
------------------- ------------------
Total stockholders' equity................................................ 25,799,216 14,362,618
------------------- ------------------
Total liabilities and stockholders' equity............................. $ 171,626,774 $ 145,371,506
=================== ==================
SEE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
1
EQUITABLE FINANCIAL CORP.
Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss)
(Unaudited)
THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31,
--------------------------------- --------------------------------
2005 2004 2005 2004
---------------- ---------------- ---------------- ---------------
INTEREST INCOME
Loans........................................................ $ 2,082,999 $ 1,775,947 $ 3,909,747 $ 3,501,379
Securities................................................... 158,428 162,948 314,126 351,506
Other........................................................ 12,190 2,415 21,223 3,856
---------------- ---------------- --------------- ---------------
Total interest income.................................... 2,253,617 1,941,310 4,245,096 3,856,741
INTEREST EXPENSE
Deposits..................................................... 826,431 544,549 1,519,888 1,058,550
Federal Home Loan Bank borrowings............................ 436,163 387,553 867,663 792,031
---------------- ---------------- --------------- ---------------
Total interest expense................................... 1,262,594 932,102 2,387,551 1,850,581
---------------- ---------------- --------------- ---------------
NET INTEREST INCOME............................................. 991,023 1,009,208 1,857,545 2,006,160
Provision for loan losses....................................... 30,000 30,000 60,000 60,000
---------------- ---------------- --------------- ---------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES............. 961,023 979,208 1,797,545 1,946,160
NON-INTEREST INCOME
Service charges on deposit accounts.......................... 58,099 52,912 111,442 100,851
Gain on sale of investments.................................. 340,394 - 340,394 -
Brokerage fee income......................................... 162,836 59,036 366,614 147,000
Other loan fees.............................................. 43,997 29,725 109,456 59,096
Other income................................................. 24,218 21,717 59,496 51,277
---------------- ---------------- --------------- ---------------
Total non-interest income................................ 629,544 163,390 987,402 358,224
NON-INTEREST EXPENSES
Salaries and employee benefits............................... 881,752 659,321 1,597,047 1,281,225
Director and committee fees.................................. 24,450 24,450 48,900 48,900
Occupancy and equipment...................................... 283,540 219,702 593,294 440,416
Regulatory fees and deposit insurance premium................ 14,434 2,671 29,021 29,229
(Gain)/loss on sale of foreclosed assets..................... - 14,643 - (13,286)
Loss on sale of loans........................................ 142,992 - 142,992 -
Loss on investment in low income housing partnerships........ 15,000 15,001 27,290 30,001
Advertising and public relations............................. 68,704 72,445 157,211 128,635
Contributions and donations.................................. 782,240 25,641 804,205 51,276
Insurance and surety bond premiums........................... 21,673 18,954 42,835 38,376
Professional fees............................................ 52,559 15,388 109,451 29,602
Supplies, telephone, postage................................. 60,913 34,983 115,795 59,290
ATM expenses................................................. 9,087 7,565 17,247 15,266
Dues and subscriptions....................................... 11,671 8,563 29,258 17,314
Other expenses............................................... 49,964 28,300 93,818 57,820
---------------- ---------------- --------------- ---------------
Total non-interest expenses.............................. 2,418,979 1,147,627 3,808,364 2,214,064
---------------- ---------------- --------------- ---------------
(LOSS)/INCOME BEFORE INCOME TAXES............................... (828,412) (5,029) (1,023,417) 90,320
Income tax (benefit)/expense.................................... (316,618) (10,201) (399,217) 10,005
---------------- ---------------- --------------- ---------------
NET (LOSS)/INCOME............................................... $ (511,794) $ 5,172 $ (624,200) $ 80,315
---------------- ---------------- --------------- ---------------
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (.17) N/A (.17) N/A
---------------- ---------------- --------------- ---------------
COMPREHENSIVE INCOME (LOSS) $ (710,670) $ 26,000 $ (957,419) $ 191,385
================ ================ =============== ===============
Note: Earnings/(Loss) per share is calculated based on the period of time
from the completion date of the initial public offering, November 8, 2005
through December 31, 2005.
N/A - Not applicable, see Note 4
SEE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
2
EQUITABLANCIAL CORP.
Consolidated Statements of Stockholders' Equity
(Unaudited)
Accumulated
Other-
Common Additional Retained Unearned Comprehensive
Stock Paid in Capital Earnings ESOP Shares Income (Loss) Total
--------- --------------- ----------- ------------ ------------- ------------
Balance at June 30, 2004.............................. $ - $ - $13,605,970 $ - $ 466,628 $14,072,598
Comprehensive income:
Net income........................................... - - 80,315 - - 80,315
Net increase in fair value of securities
classified as available-for-sale,
net of income taxes............................... - - - - 111,070 111,070
------------
Total comprehensive income...................... - - - - - 191,385
------------
Balance at December 31, 2004........................... $ - $ - $13,686,285 $ - $ 577,698 $14,263,983
======== =========== =========== ============= =========== ============
Balance at June 30, 2005............................... $ - $ - $13,889,317 $ - $ 473,301 $14,362,618
Distribution to Capitalize Equitable Financial MHC..... - - (100,000) - - -
Issuance of common stock, net of offering costs........ 32,348 13,106,839 - - - (13,889,317)
Purchase of 129,262 shares for ESOP.................... - - - (1,292,620) - -
Donation of 62,653 shares to Equitable Bank
Charitable Foundation............................ 627 625,903 - - - -
Allocation of ESOP common stock........................ - - - 20,920 - -
Comprehensive loss:
Net loss............................................. - - (624,200) - - (624,200)
Net decrease in fair value of securities classified
as available-for-sale, net of income taxes....... - - - - (333,219) (333,219)
------------
Total comprehensive loss........................ - - - - - (957,419)
------------
Balance at December 31, 2005........................... $ 32,975 $13,732,742 $13,165,117 $(1,271,700) $ 140,082 $ (484,118)
======== =========== =========== ============ =========== ============
SEE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
3
EQUITABLE FINANCIAL CORP.
Consolidated Statements of Cash Flows
(Unaudited)
SIX MONTHS ENDED
DECEMBER 31
----------------------------------
2005 2004
----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)................................................................... $ (624,200) $ 80,315
Adjustments to reconcile net income/(loss) to net cash from operating
activities:
Depreciation..................................................................... 109,630 102,200
Federal Home Loan Bank stock dividends........................................... (50,354) (37,921)
Charitable Foundation Donation................................................... 626,530 -
ESOP Expense..................................................................... 20,920 -
Amortization of:
Deferred loan origination costs, net.................................... 143,016 28,817
Premiums and discounts................................................... 18,333 24,597
Gain on sale of foreclosed assets................................................ - (13,286)
Loss on sale of loans............................................................ 142,972 -
Gain on sale of stock............................................................ (340,394) -
Provision for loan losses........................................................ 60,000 60,000
Change in:
Accrued interest receivable............................................... (169,307) 37,958
Other assets.............................................................. (356,988) (234,535)
Accrued interest payable and other liabilities.................................. (68,984) 45,940
----------------- ----------------
Net cash from operating activities................................. (488,826) 94,085
CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in loans................................................................. (30,047,761) (3,843,060)
Proceeds from sale of foreclosed assets, net........................................ - 29,405
Proceeds from sale of loans......................................................... 6,328,580 -
Proceeds from sale of stock......................................................... 346,076 -
Purchase of available-for-sale securities........................................... - (992,382)
Securities available-for-sale
Proceeds from calls............................................................ 555,000 3,555,000
Proceeds from principal repayments............................................. 555,665 487,264
Securities held-to-maturity
Proceeds from principal repayments............................................. 194,823 288,060
Purchases of Federal Home Loan Bank stock .......................................... (214,046) (1,279)
Purchase of premises and equipment.................................................. (366,573) (438,997)
----------------- ----------------
Net cash from investing activities................................. (22,648,236) (915,989)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits.............................................................. 15,765,939 1,804,279
Proceeds from Federal Home Loan Bank borrowings..................................... 51,200,000 23,700,000
Repayments of Federal Home Loan Bank borrowings..................................... (52,017,988) (25,368,982)
Net change in advance payments from borrowers for taxes and insurance............... 115,693 104,154
Net proceeds from initial stock offering............................................ 13,139,187 -
Purchase of ESOP shares............................................................. (1,292,620) -
Distribution to Capitalize Equitable Financial MHC.................................. (100,000) -
----------------- ----------------
Net cash from financing activities................................. 26,810,211 239,451
----------------- ----------------
Increase / (decrease) in cash and cash equivalents..................................... 3,673,149 (582,453)
Cash and cash equivalents, BEGINNING OF PERIOD......................................... 2,159,699 2,157,887
----------------- ----------------
Cash and cash equivalents, END OF PERIOD............................................... $ 5,832,848 $ 1,575,434
================= ================
SEE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4
EQUITABLE FINANCIAL CORP.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
(1) BASIS OF PRESENTATION
The unaudited consolidated financial statements as of and for the
periods ended December 31, 2005 include the accounts of Equitable Financial
Corp. ("Equitable Financial" or the "Company) and its wholly owned subsidiary,
Equitable Bank (the "Bank"). The Company was incorporated on November 8, 2005
for the purpose of serving as the holding company of the Bank as part of the
Bank's mutual holding company reorganization and minority stock issuance. As
described in note 3 below, the reorganization was completed on November 8, 2005.
All significant intercompany accounts and transactions have been eliminated. The
Company, through the Bank, operates in a single business segment, providing
traditional banking services through its office network. The financial
statements for the periods prior to November 8, 2005 include only the accounts
of the Bank, as the Company was not in existence during such period.
The accompanying unaudited financial statements have been prepared in
accordance with instructions for Form 10-QSB and, therefore, do not include all
disclosures necessary for a complete presentation of the financial statements in
conformity with U. S. generally accepted accounting principles. However, all
adjustments that are, in the opinion of management, necessary for the fair
presentation of the interim financial statements have been included. Such
adjustments were of a normal recurring nature. The results of operations for the
three and six-month periods ended December 31, 2005 are not necessarily
indicative of the results that may be expected for the entire year or any other
interim period. For additional information, refer to the financial statements
and footnotes thereto of the Bank included in the Company's prospectus, dated
September 27, 2005.
In preparing financial statements in conformity with U. S. generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and income and expenses during the reporting period. Actual results
could differ significantly from those estimates. Material estimates that are
particularly susceptible to significant change in the near term relate to
determination of the allowance for loan losses and the fair values of financial
instruments.
Certain prior period amounts have been reclassified to correspond with
the current period presentations.
(2) EARNINGS PER SHARE
Basic earnings per share are computed by dividing income available to
common stockholders by the weighted average number of common stock outstanding
for the period. Diluted earnings per share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Earnings per share is
calculated beginning with November 8, 2005, the date of reorganization. Net loss
for the period from the reorganization (November 8, 2005) through December 31,
2005 was $530,000. Weighted average shares outstanding for the period from
reorganization through December 31, 2005 are 3,168,247.
5
(3) MUTUAL HOLDING COMPANY REORGANIZATION AND STOCK ISSUANCE
Equitable Financial was organized as a federal corporation at the
direction of the Bank in connection with the mutual holding company
reorganization of the Bank. The reorganization was completed on November 8,
2005. In the reorganization, Equitable Financial sold 43.1% of its outstanding
shares of common stock (1,421,226 shares) to the public, contributed 1.9% of its
outstanding shares of common stock (62,653 shares) plus $100,000 in cash to the
Equitable Bank Charitable Foundation and issued 55% of its outstanding shares of
common stock (1,813,630 shares) to Equitable Financial MHC, the mutual holding
company of the Bank. In addition a contribution of $100,000 was made to
capitalize Equitable Financial MHC. In connection with the reorganization, the
Bank changed its name to Equitable Bank from Equitable Savings Bank of Grand
Island. Costs incurred in connection with the common stock offering were
recorded as a reduction of the proceeds from the offering and are estimated to
be approximately $1.1 million. Net proceeds from the common stock offering
amounted to approximately $13.1 million.
(4) EMPLOYEE STOCK OWNERSHIP PLAN
On November 8, 2005, the Company adopted an employee stock ownership
plan ("ESOP") for the benefit of substantially all employees. The ESOP borrowed
$1,292,620 from the Company and used those funds to acquire 129,262 shares of
the Company's stock in connection with the reorganization at a price of $10.00
per share.
Shares purchased by the ESOP with the loan proceeds are held in a
suspense account and are allocated to ESOP participants on a pro rata basis as
principal and interest payments are made by the ESOP to the Company. The loan is
secured by shares purchased with the loan proceeds and will be repaid by the
ESOP with funds from the Company's discretionary contributions to the ESOP and
earnings on ESOP assets. Annual principal and interest payments of approximately
$145,477 are to be made by the ESOP.
As shares are released from collateral, the Company will report
compensation expense equal to the current market price of the shares and the
shares will become outstanding for earnings-per-share computations. Dividends on
allocated ESOP shares reduce retained earnings; dividends on unearned ESOP
shares reduce accrued interest.
(5) RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued Statement 123R, SHARE BASED PAYMENT.
This statement would be effective for all employee awards granted, modified, or
settled after June 30, 2006. As of the effective date, compensation expense
related to the nonvested portion of awards outstanding as of that date would be
based on the grant-date fair value as calculated under the original provisions
of Statement 123. Adoption of this standard could materially impact the amount
of salary expense incurred for future financial statements reporting if the
Company has a stock award program in place after the proposed statement becomes
effective.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's discussion and analysis of the financial condition and
results of operations at and for the three and six months ended December 31,
2005 and 2004 is intended to assist in understanding the financial condition and
results of operations of the Bank. The information contained in this section
should be read in conjunction with the Unaudited Financial Statements and the
notes and tables thereto, appearing in Part I, Item 1 of this document.
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements that are
based on assumptions and may describe future plans, strategies and expectations
of Equitable Financial MHC, Equitable Financial and Equitable Bank. These
forward-looking statements are generally identified by use of the words
"believe," "expect," "intend," "anticipate," "estimate," "project" or similar
expressions.
Equitable Financial MHC, Equitable Financial and Equitable Bank's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse effect on the
operations of Equitable Financial and its subsidiary include, but are not
limited to, changes in interest rates, national and regional economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the U.S. government, including policies of the U.S. Treasury and the Federal
Reserve Board, the quality and composition of the loan or investment portfolios,
demand for loan products, deposit flows, competition, demand for financial
services in Equitable Financial and Equitable Bank's market area, changes in
real estate market values in Equitable Financial and Equitable Bank's market
area, changes in relevant accounting principles and guidelines and inability of
third party service providers to perform.
These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Except as required by applicable law or regulation, Equitable
Financial does not undertake, and specifically disclaims any obligation, to
release publicly the result of any revisions that may be made to any
forward-looking statements to reflect events or circumstances after the date of
the statements or to reflect the occurrence of anticipated or unanticipated
events.
7
GENERAL
Equitable Financial was organized as a federal corporation at the
direction of the Bank in connection with the mutual holding company
reorganization of the Bank. The reorganization was completed on November 8,
2005. In the reorganization, Equitable Financial sold 43.1% of its outstanding
shares of common stock (1,421,226 shares) to the public, contributed 1.9% of its
outstanding shares of common stock (62,653 shares) plus $100,000 in cash to the
Equitable Bank Charitable Foundation and issued 55% of its outstanding shares of
common stock (1,813,630 shares) to Equitable Financial MHC, the mutual holding
company of the Bank. In addition a contribution of $100,000 was made to
capitalize Equitable Financial MHC. In connection with the reorganization, the
Bank changed its name to Equitable Bank from Equitable Savings Bank of Grand
Island. Costs incurred in connection with the common stock offering were
recorded as a reduction of the proceeds from the offering and are estimated to
be approximately $1.1 million. Net proceeds from the common stock offering
amounted to approximately $13.1 million.
Equitable Financial was organized November 8, 2005. The information as
of and for the three and six months ended December 31, 2005 includes Equitable
Financial's information beginning November 8, 2005. The information in this
report at June 30, 2005 and the three and six months ended December 31, 2004 and
including the financial statements and related financial data, relates to the
Bank only.
The Company is headquartered in Grand Island, Nebraska and is a
community-oriented financial institution dedicated to serving the financial
services needs of consumers and businesses within our market areas, including
North Platte, Lincoln and Omaha. The Bank is engaged primarily in the business
of attracting deposits from the general public and using such funds to originate
one-to four-family residential real estate loans. To a lesser extent, we
originate multi-family and nonresidential real estate loans, construction loans,
commercial loans and consumer loans.
The Federal Deposit Insurance Corporation, through the Savings
Association Insurance Fund, insures the Bank's savings accounts up to the
applicable legal limits. The Bank is a member of the Federal Home Loan Bank
System.
STATEMENT OF FINANCIAL CONDITION ANALYSIS
OVERVIEW. Total assets at December 31, 2005 were $171.6 million, an
increase of $26.2 million or 18.0% from total assets of $145.4 million at June
30, 2005 primarily due to an increase in the loan portfolio of $23.4 million, or
19.2%. This increase is primarily a result of the deployment of the proceeds of
the stock offering through our new offices. Total liabilities at December 31,
2005 were $145.8 million, compared to $131.0 million at June 30, 2005 an
increase of $14.8 million or 11.3%. Stockholders' equity increased to $25.8
million at December 31, 2005 from $14.4 million at June 30, 2005, an increase of
$11.4 million or 79.6%. The increase stockholders' equity reflects the issuance
of 3,297,509 shares of common stock.
8
LOANS. Our primary lending activity is the origination of loans secured
by real estate. We originate one-to four-family residential loans, multi-family
and non-residential real estate loans and constructions loans. To a lesser
extent we originate commercial and consumer loans. Recently, we have increased
our emphasis on originating non-residential real estate, construction and
commercial business loans.
The following table sets forth the composition of our loan portfolio at
the dates indicated.
DECEMBER 31, 2005 JUNE 30, 2005
--------------------------------- --------------------------------
AMOUNT PERCENT AMOUNT PERCENT
---------------- ------------- --------------- --------------
(DOLLARS IN THOUSANDS)
Real estate--mortgage:
One- to four-family........................ $ 81,218 55.8% $ 78,341 64.1%
Multi-family............................... 8,312 5.7 8,391 6.9
Nonresidential............................. 30,904 21.2 16,753 13.7
---------------- ------------- --------------- --------------
Total real estate mortgage loans........ 120,434 82.7 103,485 84.7
Construction.................................. 3,006 2.1 1,855 1.5
Commercial.................................... 8,809 6.0 3,970 3.2
Consumer:
Home equity................................ 11,018 7.6 11,045 9.0
Other consumer............................. 2,348 1.6 1,903 1.6
---------------- ------------- --------------- --------------
Total consumer loans.................... 13,366 9.2 12,948 10.6
---------------- ------------- --------------- --------------
Total loans............................. 145,615 100.0% 122,258 100.0%
============= ==============
Deferred loan origination costs, net.......... 327 184
Allowance for loan losses..................... (913) (786)
---------------- ---------------
Loans, net.............................. $ 145,029 $ 121,656
================ ===============
Loans, net, increased $23.4 million or 19.2% to $145.0 million at
December 31, 2005 compared to $121.7 million at June 30, 2005. The increase was
primarily the result of loan originations from our new North Platte and Omaha
operations.
NONPERFORMING ASSETS. The following table provides information with
respect to our nonperforming assets at the dates indicated. We did not have any
troubled debt restructurings or any accruing loans past due 90 days or more at
the dates presented.
DECEMBER 31, JUNE 30,
2005 2005
-------------------- --------------
(DOLLARS IN THOUSANDS)
Nonaccrual loans........................................... $ 163 $ 190
Foreclosed assets, net.................................... - 4
-------------------- --------------
Total nonperforming assets........................ $ 163 $ 194
==================== ==============
Total nonaccrual loans to total loans..................... 0.1% 0.2%
Total nonaccrual loans to total assets.................... 0.1% 0.1%
Total nonperforming assets to total assets................ 0.1% 0.1%
Nonaccrual loans decreased $31,000 to $163,000 at December 31, 2005,
compared to $194,000 at June 30, 2005. The decrease is a result of several
customers bringing their loans to current status.
9
SECURITIES. Our securities portfolio consists primarily of U.S.
Government-sponsored entity securities and mortgage-backed securities.
The following table sets forth the amortized cost and fair value of our
securities portfolio at the dates indicated.
DECEMBER 31, 2005 JUNE 30, 2005
--------------------------- --------------------------
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
------------- ----------- ------------- -----------
(DOLLARS IN THOUSANDS)
Securities available-for-sale:
State and political subdivisions...................... $ 992 $ 979 $ 992 $ 999
U.S. Government-sponsored entity securities........... 7,652 7,546 8,213 8,185
Mortgage-backed securities............................ 1,936 1,918 2,282 2,298
Collateralized mortgage obligations................... $ 350 348 566 562
Equity securities..................................... 5 359 15 741
------------- ----------- ------------- -----------
Total securities available-for-sale............... $ 10,935 $ 11,150 $ 12,068 $ 12,785
============= =========== ============= ===========
Securities held-to-maturity:
Mortgage-backed securities............................ $ 1,039 $ 1,036 $ 1,238 $ 1,248
------------- ----------- ------------- -----------
Total securities held-to-maturity................. $ 1,039 $ 1,036 $ 1,238 $ 1,248
------------- ----------- ------------- -----------
Total securities............................ $ 11,974 $ 12,186 $ 13,306 $ 14,033
============= =========== ============= ===========
The amortized cost of the securities available-for-sale decreased $1.1
million or 9.4%, between June 30, 2005 and December 31, 2005. The amortized cost
of the securities held-to-maturity decreased $199,000, or 16.0%, between June
30, 2005 and December 31, 2005. This reflects the maturity of agency securities
and the prepayment of principal in mortgage-backed securities. The Company
evaluates its securities with significant declines in fair value on a quarterly
basis to determine whether they should be considered temporarily or other than
temporarily impaired. The unrealized losses on investments is attributable to
changes in interest rates, rather than credit quality and the Company has the
ability and Management the intent to hold these securities until a market price
recovery or maturity.
During the three months ended December 31, 2005 the Company sold 5,802
shares of Freddie Mac common stock (which is reflected in the equity securities
line item above) and recognized a gain of $340,000 before tax on such sale. The
cash from the sale was used to fund commercial loans. In addition, the Company
also announced on January 26, 2006, the sale of its remaining shares of Freddie
Mac common stock which resulted in pre-tax net gain of $355,000.
10
DEPOSITS. Our primary source of funds is our deposit accounts, which
are comprised of non-interest-bearing accounts, interest-bearing NOW accounts,
money market accounts, savings accounts and certificates of deposit.
The following table sets forth the balances of our deposit products at
the dates indicated.
DECEMBER 31, 2005 JUNE 30, 2005
--------------------------- --------------------------
AMOUNT % AMOUNT %
------------- ----------- ------------ -----------
(DOLLARS IN THOUSANDS)
Non-interest-bearing accounts............................ $ 5,292 4.7% $ 3,685 3.8%
Interest-bearing NOW..................................... 11,003 9.8 8,902 9.2
Money market............................................. 5,604 5.0 4,531 4.7
Savings accounts......................................... 4,685 4.1 4,445 4.6
Certificates of deposit.................................. 85,970 76.4 75,225 77.7
------------- ----------- ------------ -----------
Total............................................. $ 112,554 100.0% $ 96,788 100.0%
============= =========== ============ ===========
Total deposits increased to $112.6 million from $96.8 million during
the six months ended December 31, 2005, an increase of $15.8 million or 16.3%.
Core deposits (including all account types except certificates of deposit)
increased $5.0 million or 23.3%. Certificates of deposit increased $10.7 million
or 14.3%. The certificate increase reflects the increase in brokered
certificates from $0 to $14 million. This increase in deposits was partially
offset by some outflow of local certificates. The increase in deposits was used
to fund increased loan demand.
BORROWINGS. We utilize borrowings from the Federal Home Loan Bank of
Topeka to supplement our supply of funds for loans and investments. The
following table sets forth information concerning our borrowings for the period
indicated.
SIX MONTHS
ENDED TWELVE MONTHS
DECEMBER 31, ENDED
2005 JUNE 30, 2005
----------------- -------------------
(DOLLARS IN THOUSANDS)
Maximum amount outstanding at any month-end during the period:
FHLB Advances............................................................ $ 33,804 $ 31,726
FHLB Line of Credit...................................................... 8,900 6,100
Average amounts outstanding during the period:
FHLB Advances............................................................ $ 29,455 $ 29,305
FHLB Line of Credit...................................................... 5,780 2,123
Weighted average interest rate during the period:
FHLB Advances............................................................ 5.00% 5.04%
FHLB Line of Credit...................................................... 3.98 1.58
Balance outstanding at end of period:
FHLB Advances............................................................ $ 32,134 $ 26,852
FHLB Line of Credit...................................................... - 6,100
Weighted average interest rate at end of period:
FHLB Advances............................................................ 4.94% 5.38%
FHLB Line of Credit...................................................... 4.22 3.59
11
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
OVERVIEW. We recorded a net loss of $512,000 during the three months
ended December 31, 2005, compared to net income of $5,000 during the three
months ended December 31, 2004, due primarily to the contribution of $726,000 to
the Equitable Bank Charitable Foundation. The Bank also recorded a loss of
$143,000 on the sale of $6.5 million in mortgage loans. We also incurred
additional expenses, related to the opening of our new facilities in Grand
Island, North Platte and Omaha.
NET INTEREST INCOME. The following table summarizes changes in interest
income and expense for the three months ended December 31, 2005 and 2004.
THREE MONTHS
ENDED DECEMBER 31,
------------------------------
2005 2004 % CHANGE
--------------- -------------- -------------------
(DOLLARS IN THOUSANDS)
INTEREST INCOME:
Loans................................. $ 2,083 $ 1,776 17.3%
Securities............................ 159 163 (2.5)
Other................................ 12 2 500.0
--------------- --------------
Total interest income............. $ 2,254 $ 1,941 16.1%
--------------- --------------
INTEREST EXPENSE:
Deposits................................. $ 827 $ 545 5.2%
Federal Home Loan Bank
borrowings......................... 436 387 12.7
--------------- --------------
Total interest expense............ $ 1,263 $ 932 35.5
--------------- --------------
Net interest income..................... $ 991 $ 1,009 (1.8)%
--------------- --------------
12
The following table summarizes average balances and average yield and
costs for the three months ended December 31, 2005 and 2004.
THREE MONTHS ENDED DECEMBER 31
2005 2004
-------------------------------------- ----------------------------------
INTEREST INTEREST
AVERAGE AND YIELD/ AVERAGE AND YIELD/
BALANCE DIVIDENDS COST BALANCE DIVIDENDS COST
-------------- ------------- --------- ---------- ------------ ----------
(DOLLARS IN THOUSANDS)
ASSETS:
Interest-earning assets:
Loans.................................... $ 146,648 $ 2,083 5.7% $ 122,609 $ 1,776 5.8%
Securities and other..................... 15,548 171 4.4 19,030 165 3.5
-------------- ------------- ---------- -----------
Total interest-earning assets..... 162,196 2,254 5.6 141,639 1,941 5.5
Non-interest-earning assets.............. 9,009 3,917
-------------- ----------
Total assets...................... $ 171,205 $ 145,556
============== ==========
LIABILITIES:
Total interest-bearing deposits.......... $ 113,657 $ 827 2.9 $ 94,623 $ 545 2.3
FHLB borrowings.......................... 35,013 436 5.0 32,180 387 4.8
-------------- ------------- ---------- -----------
Total interest-bearing liabilities 148,670 1,263 3.4 126,803 932 2.9
------------- -----------
Non-interest bearing deposits............ 4,981 3,156
Other non-interest bearing liabilities... 1,307 1,216
-------------- ----------
Total liabilities................. $ 154,958 $ 131,175
============== ==========
Net interest income...................... $ 991 $ 1,009
============= ===========
Interest rate spread..................... 2.2 2.6
Net interest margin...................... 2.4 2.9
Average interest-earning assets to
average interest-bearing liabilities.. 109.1% 111.7%
Net interest income for the three months ended December 31, 2005
decreased $18,000 or 1.8%, compared to the same period last year, primarily as a
result of an increase in funding costs reflecting the rising short-term interest
rate environment and an increase in the average balance of deposits. Total
interest income increased $313,000 as a result of loan growth, primarily in
nonresidential real estate, and an increase in the yield on other earning
assets. Total interest expense increased $331,000 as a result of increased
average balances of interest bearing liabilities and an increased cost of funds,
as well as an increase in Federal Home Loan Bank borrowings needed to fund the
loan growth.
13
PROVISION FOR LOAN LOSSES. The allowance for loan losses is a valuation
allowance for probable incurred credit losses in the loan portfolio. We evaluate
the allowance for loan losses on a quarterly basis. When additional allowances
are necessary, a provision for loan losses is charged to earnings. The following
table summarizes the activity in the provision for loan losses for the three
months ended December 31, 2005 and 2004.
THREE MONTHS
ENDED DECEMBER 31,
-----------------------------------
2005 2004
---------------- -----------------
(DOLLARS IN THOUSANDS)
Allowance at beginning of period............................ $ 887 $ 763
Provision for loan losses................................... 30 30
Charge-offs................................................. (5) (21)
Recoveries.................................................. 1 -
---------------- -----------------
Allowance at end of period.................................. $ 913 $ 772
================ =================
Allowance to nonaccrual loans............................... 560.1% 397.9%
Allowance to total loans outstanding at the end of
the period .............................................. 0.6 0.6
Net charge-offs to average loans outstanding during
the period............................................... 0.0 0.0
NON-INTEREST INCOME. The following table summarizes non-interest income
for the three months ended December 31, 2005 and 2004.
THREE MONTHS
ENDED DECEMBER 31,
------------------------------
2005 2004 % CHANGE
--------------- -------------- -------------------
(DOLLARS IN THOUSANDS)
Service charges on deposit accounts...... $ 58 $ 53 9.4%
Gain on sale of investments.............. 340 - n/a
Brokerage fee income..................... 163 59 176.3
Other loan fees.......................... 45 30 50.0
Other income............................. 24 22 9.1
--------------- --------------
Total............................. $ 630 $ 164 284.1
=============== ==============
The $466,000 increase in non-interest income was primarily due to the
$340,000 pre-tax gain on sale of investments related to the sale of Freddie Mac
common stock. Additionally brokerage fee income increased $104,000 due to the
opening of two additional wealth management divisions, through which we sell
non-deposit investment products, in North Platte and Grand Island. Other loan
fees increased $14,000 for the three months ended December 31, 2005 from $30,000
in 2004. This increase is from new loan originations from our new branch
facilities in North Platte and Omaha.
14
NON-INTEREST EXPENSE. The following table summarizes non-interest
expense for the three months ended December 31, 2005 and 2004.
THREE MONTHS
ENDED DECEMBER 31,
-----------------------------------------
2005 2004 % CHANGE
--------------------- ------------------- ----------------
(DOLLARS IN THOUSANDS)
Salaries and employee benefits..................... $ 882 $ 659 33.8%
Director and committee fees........................ 24 24 -
Occupancy and equipment............................ 283 220 28.6
Regulatory fees and deposit insurance premium...... 14 3 366.7
Gain on sale of foreclosed assets.................. - 14 n/a
Loss on sale of loans.............................. 143 - n/a
Loss on investment in low-income housing
partnerships................................... 15 15 -
Advertising and public relations................... 69 73 (5.5)
Contributions and donations........................ 782 26 2,907.7
Insurance and surety bond premiums................. 22 19 15.8
Professional fees.................................. 53 15 253.3
Supplies, telephone, postage....................... 61 35 74.3
ATM expenses....................................... 9 8 12.5
Dues and subscriptions............................. 12 9 33.3
Other expenses..................................... 50 28 78.6
--------------------- -------------------
Total.................................... $ 2,419 $ 1,148 110.7
===================== ===================
Efficiency ratio (1)............................... 188.8% 97.9%
- -----------------------
(1) Computed as non-interest expense divided by the sum of net interest income
and non-interest income, excluding securities gains and losses.
Total non-interest expense increased $1.3 million, or 110.7%, for the
three months ended December 31, 2005, from the three months ended December 31,
2004. This increase is primarily as a result of the $726,000 expense related to
the establishment and funding of the Equitable Bank Charitable Foundation in
connection with the reorganization. In addition, non-interest expense increased
as a result of the increase in salaries and employee benefits, occupancy expense
and advertising related to the opening of three new facilities in Omaha, North
Platte and Grand Island. The Bank also recorded increases in professional fees
due to our ongoing strategic activities, including our expansion activities.
During the three months ended December 31, 2005, the Bank also incurred a
$143,000 loss on the sale of a $6.5 million portfolio of its longer term, lower
coupon one-to-four family mortgage loans.
INCOME TAXES. The Bank recorded a tax benefit of $317,000 during the
three months ended December 31, 2005 compared to a tax benefit of $10,000 during
the three months ended December 31, 2004. The tax benefit in 2005 and 2004
resulted from the loss recorded during the period.
15
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004
OVERVIEW. We recorded a net loss of $624,000 during the six months
ended December 31, 2005, compared to net income of $80,000 during the six months
ended December 31, 2004, due primarily to the contribution of $726,000 to the
Equitable Bank Charitable Foundation. The Bank also recorded a loss of $143,000
on the sale of $6.5 million in mortgage loans. We also incurred additional
expenses related to the opening of our new facilities in Grand Island, North
Platte and Omaha.
NET INTEREST INCOME. The following table summarizes changes in interest
income and expense for the six months ended December 31, 2005 and 2004.
SIX MONTHS
ENDED DECEMBER 31,
------------------------------
2005 2004 % CHANGE
--------------- -------------- -------------------
(DOLLARS IN THOUSANDS)
INTEREST INCOME:
Loans................................. $ 3,910 $ 3,501 11.7%
Securities............................ 314 352 (10.8)
Other................................. 21 4 425.0
--------------- --------------
Total interest income............. $ 4,245 $ 3,857 (10.1)
--------------- --------------
INTEREST EXPENSE:
Deposits.............................. $ 1,519 $ 1,059 43.4
Federal Home Loan Bank borrowings..... 868 792 9.6
--------------- --------------
Total interest expense............ $ 2,387 $ 1,851 29.0
--------------- --------------
Net interest income...................... $ 1,858 $ 2,006 (7.4)
--------------- --------------
16
The following table summarizes average balances and average yield and
costs for the six months ended December 31, 2005 and 2004.
SIX MONTHS ENDED DECEMBER 31
-------------------------------------------------------------------------
2005 2004
------------------------------------- -----------------------------------
INTEREST INTEREST
AVERAGE AND YIELD/ AVERAGE AND YIELD/
BALANCE DIVIDENDS COST BALANCE DIVIDENDS COST
------------ ------------- --------- ---------- ------------- -----------
(DOLLARS IN THOUSANDS)
ASSETS:
Interest-earning assets:
Loans.................................... $ 138,213 $ 3,910 5.7% $ 120,913 $ 3,501 5.8%
Securities and other..................... 15,825 335 4.2 20,102 355 3.5
------------ ------------- ----------- ------------
Total interest-earning assets..... 154,038 4,245 5.5 141,015 3,856 5.5
Non-interest-earning assets.............. 7,762 4,140
------------ -----------
Total assets...................... $ 161,800 $ 145,155
============ ===========
LIABILITIES:
Total interest-bearing deposits.......... $ 105,437 $ 1,520 2.9 $ 93,448 $ 1,059 2.3
FHLB borrowings.......................... 35,235 868 4.9 33,090 792 4.8
------------ ------------- ----------- ------------
Total interest-bearing
liabilities...................... 140,672 2,388 3.4 126,538 1,851 2.9
------------- ------------
Non-interest bearing deposits............ 4,466 3,115
Other non-interest bearing liabilities... 1,421 1,226
------------ -----------
Total liabilities................. $ 146,559 $ 130,879
============ ===========
Net interest income...................... $ 1,857 $ 2,005
============= ============
Interest rate spread..................... 2.1 2.6
Net interest margin...................... 2.4 2.8
Average interest-earning assets to
average interest-bearing liabilities.. 109.5% 111.4%
Net interest income for the six months ended December 31, 2005
decreased $148,000 or 7.4%, compared to the same period last year, as a result
of an increase in funding costs reflecting the rising short-term interest rate
environment and an increase in the average balance of deposits. Total interest
income increased $389,000 as a result of loan growth, primarily in
nonresidential real estate, and an increase in the yield on other earning
assets. Total interest expense increased $537,000 as a result of increased
average balances of interest bearing liabilities and an increased cost of funds,
as well as an increase in Federal Home Loan Bank borrowings needed to fund the
loan growth.
17
PROVISION FOR LOAN LOSSES. The allowance for loan losses is a valuation
allowance for probable incurred credit losses in the loan portfolio. We evaluate
the allowance for loan losses on a quarterly basis. When additional allowances
are necessary, a provision for loan losses is charged to earnings. The following
table summarizes the activity in the provision for loan losses for the six
months ended December 31, 2005 and 2004.
SIX MONTHS
ENDED DECEMBER 31,
-----------------------------------
2005 2004
---------------- -----------------
(DOLLARS IN THOUSANDS)
Allowance at beginning of period............................ $ 786 $ 742
Provision for loan losses................................... 60 60
Charge-offs................................................. (14) (31)
Recoveries.................................................. 81 1
---------------- -----------------
Allowance at end of period.................................. $ 913 $ 772
================ =================
Allowance to nonaccrual loans............................... 560.1% 397.9%
Allowance to total loans outstanding at the end of
the period .............................................. 0.6 0.6
Net charge-offs to average loans outstanding during
the period............................................... (0.0) 0.0
Recoveries increased to $81,000 as of December 31, 2005 from $1,000 as
of December 31, 2004. The Bank had charged off a commercial property earlier in
the year and then had a subsequent recovery of $80,000 on the same property.
NON-INTEREST INCOME. The following table summarizes non-interest income
for the six months ended December 31, 2005 and 2004.
SIX MONTHS
ENDED DECEMBER 31,
------------------------------
2005 2004 % CHANGE
--------------- -------------- -------------------
(DOLLARS IN THOUSANDS)
Service charges on deposit accounts...... $ 111 $ 101 9.9%
Gain on sale of investments.............. 340 - n/a
Brokerage fee income..................... 367 147 149.7
Other loan fees.......................... 109 59 84.7
Other income............................. 60 51 17.6
--------------- --------------
Total............................. $ 987 $ 358 175.7
=============== ==============
The $629,000 increase in non-interest income was primarily due to the
$340,000 pre-tax gain on sale of investments relating to the sale of Freddie Mac
common stock. Additionally brokerage fee income increased $220,000 due to the
opening of two additional wealth management divisions, through which we sell
non-deposit investment products, in North Platte and Grand Island. Other loan
fees increased to $108,000 for the six months ended December 31, 2005 from
$59,000 in 2004. This increase is from the increase in loan originations from
our new branch facilities in North Platte, Omaha and Grand Island.
18
NON-INTEREST EXPENSE. The following table summarizes non-interest
expense for the six months ended December 31, 2005 and 2004.
SIX MONTHS
ENDED DECEMBER 31,
-----------------------------------------
2005 2004 % CHANGE
--------------------- ------------------- ----------------
(DOLLARS IN THOUSANDS)
Salaries and employee benefits..................... $ 1,597 $ 1,281 24.7%
Director and committee fees........................ 49 49 -
Occupancy and equipment............................ 593 441 34.5
Regulatory fees and deposit insurance premium...... 29 29 -
Gain on sale of foreclosed assets.................. - (13) n/a
Loss on sale of loans.............................. 143 - n/a
Loss on investment in low-income housing
partnerships................................... 27 30 (10.0)
Advertising and public relations................... 157 129 21.7
Contributions and donations........................ 804 51 1476.4
Insurance and surety bond premiums................. 43 38 13.2
Professional fees.................................. 110 30 266.7
Supplies, telephone, postage....................... 116 59 96.6
ATM expenses....................................... 17 15 13.3
Dues and subscriptions............................. 29 17 70.6
Other expenses..................................... 94 58 62.1
--------------------- -------------------
Total.................................... $ 3,808 $ 2,214 72.0
===================== ===================
Efficiency ratio (1)............................... 152.0% 93.7%
- -----------------------
(1) Computed as non-interest expense divided by the sum of net interest income
and non-interest income, excluding securities gains and losses.
Total non-interest expense increased $1.6 million, or 72.0%, for the
six months ended December 31, 2005, from the six months ended December 31, 2004.
This increase is primarily as a result of the $726,000 expense related to the
establishment and funding of the Equitable Bank Charitable Foundation in
connection with the reorganization. In addition, non-interest expense increased
as a result of the increase in salaries and employee benefits, occupancy expense
and advertising related to the opening of three new facilities in Omaha, North
Platte and Grand Island. The Bank also recorded increases in professional fees
due to our ongoing strategic activities, including our expansion activities.
During the six months ended December 31, 2005, the Bank also incurred a $143,000
loss on the sale of a $6.5 million portfolio of its longer term, lower coupon
one-to-four family mortgage loans.
INCOME TAXES. The Bank recorded a tax benefit of $399,000 during the
six months ended December 31, 2005 compared to a tax expense of $10,000 during
the six months ended December 31, 2004. The effective tax rate was 39% for the
six months ended December 31, 2005 compared to 11% for the six months ended
December 31, 2004. The tax benefit in 2005 resulted from the loss recorded
during the period.
19
LIQUIDITY AND CAPITAL MANAGEMENT
LIQUIDITY MANAGEMENT. Liquidity is the ability to meet current and
future financial obligations of a short-term nature. Our primary sources of
funds consist of deposit in-flows, loan repayments, maturities and sales of
securities, and Federal Home Loan Bank borrowings. While maturities and
scheduled amortization of loans and securities are predictable sources of funds,
deposit flows and loan prepayments are greatly influenced by general interest
rates, economic conditions and competition.
We regularly adjust our investments in liquid assets based upon our
assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields
available on interest-earning deposits and securities and (4) the objectives of
our asset/liability management policy.
Our most liquid assets are cash and cash equivalents. The levels of
these assets depend on our operating, financing, lending and investing
activities during any given period. At December 31, 2005, cash and cash
equivalents totaled $5.8 million. Securities classified as available-for-sale
whose market value exceeds our cost, which provide additional sources of
liquidity, totaled $2.2 million at December 31, 2005. Total securities
classified as available-for-sale were $11.2 million at December 31, 2005. Of
this amount, $7.2 million were pledged to secure certain depository
relationships, such as certificates of deposit and checking accounts held by
various municipal entities and a charitable organization, as well as a line of
credit with the Federal Home Loan Bank of Topeka. In addition, at December 31,
2005, we had the ability to borrow a total of approximately $65.4 million from
the Federal Home Loan Bank of Topeka. On December 31, 2005, we had $32.1 million
of borrowings outstanding. Early prepayment of these borrowings would incur
approximately $809,000 in prepayment penalties. Future growth of our loan
portfolio resulting from our expansion efforts may require us to borrow
additional funds.
At December 31, 2005, we had $14.6 million in loan commitments
outstanding, which consisted of $3.2 million of mortgage loan commitments, $6.2
million in unused home equity lines of credit, $152,000 in personal lines of
credit, and $5.0 million in commercial lines of credit. Certificates of deposit
due within one year of December 31, 2005 totaled $39.5 million, or 46.0% of
certificates of deposit. We believe the large percentage of certificates of
deposit that mature within one year reflects customers' hesitancy to invest
their funds for long periods in the current interest rate environment. If these
maturing deposits do not remain with us, we will be required to seek other
sources of funds, including other certificates of deposit and borrowings.
Depending on market conditions, we may be required to pay higher rates on such
deposits or other borrowings than we currently pay on the certificates of
deposit due on or before December 31, 2006. We believe, however, based on past
experience that a significant portion of our certificates of deposit will remain
with us. We have the ability to attract and retain deposits by adjusting the
interest rates offered.
CAPITAL MANAGEMENT. We are subject to various regulatory capital
requirements administered by the Office of Thrift Supervision, including a
risk-based capital measure. The risk-based capital guidelines include both a
definition of capital and a framework for calculating risk-weighted assets by
assigning balance sheet assets and off-balance sheet items to broad risk
categories. At December 31, 2005, we exceeded all of our regulatory capital
requirements. We are considered "well capitalized" under regulatory guidelines.
We also manage our capital for maximum stockholder benefit. The capital
from our recently completed stock offering significantly increased our liquidity
and capital resources. Over time, the initial level of liquidity will be
reduced, as net proceeds from the stock offering are used for general corporate
purposes, including the funding of lending activities. We may use capital
management tools such as cash dividends and common stock repurchases. However,
under the Office of Thrift Supervision regulations, we are not allowed to
repurchase any shares during the first year following the offering, except under
limited circumstances.
20
OFF-BALANCE SHEET ARRANGEMENTS
In the normal course of operations, we engage in a variety of financial
transactions that, in accordance with U.S. generally accepted accounting
principles, are not recorded in our financial statements. These transactions
involve, to varying degrees, elements of credit, interest rate and liquidity
risk. Such transactions are used primarily to manage customers' requests for
funding and take the form of loan commitments and lines of credit. We currently
have no plans to engage in hedging activities in the future.
For the six months ended December 31, 2005 and the year ended June 30,
2005, we did not engage in any off-balance sheet transactions reasonably likely
to have a material effect on our financial condition, results of operations or
cash flows.
COMMITMENTS
Since March 31, 2005, we have opened the following new offices: an
additional loan production and retail investment office in Grand Island that we
intend to convert to a full-service branch in calendar year 2006; a full-service
branch in North Platte; and a loan production office in Omaha that we intend to
convert to a full-service branch at a new location in calendar year 2006. In
addition, we anticipate opening a loan production and retail investment office
in Lincoln in calendar year 2006 that will be converted to a full-service branch
at a new location in 2006. Based on current estimates, we expect the total cost
of the land and construction for the new Grand Island and North Platte locations
to be $3.3 million, of which $943,000 had been incurred at December 31, 2005. We
currently expect to lease our initial locations in Omaha and Lincoln and expect
annual lease expenses to be approximately $13,500 for each location. We also
plan to renovate our main office facility in Grand Island in the first half of
2006 for an estimated cost of $600,000.
ITEM 3. CONTROLS AND PROCEDURES
The Company's management, including the Company's principal executive
officer and principal financial officer, have evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based upon their evaluation, the principal executive officer
and principal financial officer concluded that, as of the end of the period
covered by this report, the Company's disclosure controls and procedures were
effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission (the "SEC") (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and (2) is accumulated and communicated to the Company's
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.
21
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Equitable Financial Corp. is not involved in any pending legal
proceedings. Equitable Bank is not involved in any pending legal proceedings
other than routine legal proceedings occurring in the ordinary course of
business. Such routine legal proceedings, in the aggregate, are believed by
management to be immaterial to its financial condition, results of operations or
cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following information is provided with the Company's sale of its
common stock as part of the mutual holding company reorganization.
a. The effective date of the Registration Statement on Form SB-2 (File No.
333-126617) was September 27, 2005.
b. The offering was consummated on November 8, 2005 with the sale of
1,483,879 of the 1,487,813 securities registered pursuant to the
Registration Statement. Sandler O'Neill & Partners, L.P. acted as
marketing agent for the offering.
c. The class of securities registered was common stock, par value $0.01
per share. The aggregate amount of such securities registered was
1,487,813 shares. The amount included 1,421,226 shares (or $14.2
million) sold in the offering and 62,653 shares (contributed at the
$0.01 par value per share) issued to Equitable Bank Charitable
Foundation.
d. The expenses incurred to date in connection with the stock offering
were $1.1 million including expenses paid to and for underwriters of
$210,000, attorney and accounting fees of $700,000 and other expenses
of $190,000. The net proceeds resulting from the offering after
deducting expenses was $13.1 million.
e. The net proceeds have been invested in loans and cash and cash
equivalents.
The Company has not repurchased any of its common stock during the quarter
ended December 31, 2005 and at December 31, 2005. The Company had no publicly
announced repurchase plans or programs.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
22
ITEM 6. EXHIBITS
3.1 Charter of Equitable Financial Corp.
3.2 Bylaws of Equitable Financial Corp.
4.0 Stock Certificate of Equitable Financial Corp. (1)
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0 Section 1350 Certification
-----------------------------------
(1) Incorporated by reference into this document from the Exhibits
filed with the Securities and Exchange Commission on the
Registration Statement on Form SB-2, and any amendments thereto,
Registration No. 333-126617.
23
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
EQUITABLE FINANCIAL CORP.
Dated: February 14, 2006 By: /s/ Richard L. Harbaugh
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Richard L. Harbaugh
President and Chief Executive Officer
(principal executive officer)
Dated: February 14, 2006 By: /s/ Kim E. Marco
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Kim E. Marco
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)