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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  [X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the quarter ended December 31, 2002

OR

  [ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _____________________to_____________________

Commission file number 333-68363

CAPITOL FEDERAL FINANCIAL

(Exact name of registrant as specified in its charter)

United States

48-1212142

  (State or other jurisdiction of incorporation

(I.R.S. Employer Identification No.)

                 or organization)

700 Kansas Avenue, Topeka, Kansas

66603

(Address of principal executive offices)

(Zip Code)

  Registrant's telephone number, including area code: (785) 235-1341

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. YES X NO __.

         Transitional Small Business Format:                                             Yes [  ]          No [X]

 

 

          Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

                               Common Stock                                                            73,120,462     

                                        Class                                                            Shares Outstanding
                                                                                                             as of February 10, 2003


 

PART I -- FINANCIAL INFORMATION

Page
Number

Item 1.  Financial Statements

 

             Consolidated Balance Sheets at December 31, 2002 and September 30, 2002

3

             Consolidated Statements of Income for the three months ended                   December 31, 2002 and December 31, 2001

4

             Consolidated Statement of Stockholders' Equity for the three months ended                   December 31, 2002

5

             Consolidated Statements of Cash Flows for the three months ended                   December 31, 2002 and December 31, 2001

6

             Notes to Consolidated Interim Financial Statements

8

Item 2.  Management's Discussion and Analysis of Financial Condition and                   Results of Operations

10

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

23

Item 4.  Controls and Procedures

26

 

 

PART II -- OTHER INFORMATION

 

Item 1.  Legal Proceedings

27

Item 2.  Changes in Securities and Use of Proceeds

27

Item 3.  Defaults Upon Senior Securities

27

Item 4.  Submission of Matters to a Vote of Security Holders

27

Item 5.  Other Information

27

Item 6.  Exhibits and Reports on Form 8-K

27

 

 

Signature Page

28

Financial Statement Certification

29

2


 

PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share counts)

December 31,

September 30,

2002

2002

(Unaudited)

ASSETS:

Cash and cash equivalents

$     27,866 

$   452,341 

Investment securities held to maturity, at cost (market value of $844,165

        and $534,769)

810,013 

500,814 

Mortgage-related securities:

        Available-for-sale, at market (amortized cost of $2,280,018 and $1,290,643)

2,308,879 

1,318,974 

        Held-to-maturity, at cost (market value of $898,338 and $1,284,539)

879,993 

1,255,906 

Loans held for sale, net

49,489 

145,657 

Loans receivable, net

4,342,601 

4,867,569 

Mortgage servicing rights

7,057 

2,547 

Capital stock of Federal Home Loan Bank, at cost

177,500 

163,250 

Accrued interest receivable

50,455 

43,401 

Premises and equipment, net

23,669 

23,679 

Real estate owned, net

3,143 

2,886 

Other assets

7,348 

4,103 

        TOTAL ASSETS

$8,688,013 

$8,781,127 

LIABILITIES:

Deposits

$4,324,052 

$4,391,874 

Advances from Federal Home Loan Bank

3,200,000 

3,200,000 

Other borrowings, net

96,264 

101,301 

Advance payments by borrowers for taxes and insurance

9,382 

40,254 

Accrued and deferred income taxes payable

40,405 

22,124 

Accounts payable and accrued expenses

43,175 

38,144 

        Total Liabilities

7,713,278 

7,793,697 

STOCKHOLDERS' EQUITY:

Preferred stock ($0.01 par value) 50,000,000 shares

        authorized; none issued

-- 

-- 

Common stock ($0.01 par value) 450,000,000 authorized; 91,512,287

        shares issued as of December 31, 2002 and September 30, 2002

915 

915 

Additional paid-in-capital

395,080 

393,849 

Retained earnings

886,208 

883,973 

Accumulated other comprehensive income

17,917 

17,587 

Unearned compensation, Employee Stock Ownership Plan

(24,382)

(22,180)

Unearned compensation, Recognition and Retention Plan

(3,261)

(3,855)

Less shares held in treasury (18,417,445 and 17,959,145 shares as of

       December 31, 2002 and September 30, 2002, at cost)

(297,742)

(282,859)

           Total Stockholders' Equity

974,735 

987,430 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$8,688,013 

$8,781,127 

See accompanying notes to consolidated interim financial statements.
<Index>

3


 

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except per share amounts)

For the Three Months Ended

December 31,

2002

2001

INTEREST AND DIVIDEND INCOME:

Loans receivable

$ 82,724

$ 97,172 

Mortgage-related securities

37,653

36,347 

Investment securities

6,652

6,517 

Cash and cash equivalents

823

783 

Capital stock of Federal Home Loan Bank

1,553

2,248 

     Total interest and dividend income

129,405

143,067 

INTEREST EXPENSE:

Deposits

35,719

46,234 

FHLB Advances

50,278

50,177 

Other borrowings

950

1,084 

     Total interest expense

86,947

97,495 

 

 

Net interest and dividend income

42,458

45,572 

Provision for loan losses

--

100 

     Net interest and dividend income after

       provision for loan losses

42,458

45,472 

OTHER INCOME:

Retail fees and charges

4,003

2,656 

Loan fees

670

424 

Insurance commissions

499

503 

Gains on sales of loans receivable held for sale

17,246

Other, net

595

810 

     Total other income

23,013

4,395 

OTHER EXPENSES:

Salaries and employee benefits

10,392

9,409 

Occupancy of premises

2,433

2,540 

Office supplies and related expenses

918

790 

Deposit and loan transaction fees

1,317

1,256 

Advertising

975

805 

Federal insurance premium

193

197 

Other, net

1,445

1,209 

     Total other expenses

17,673

16,206 

 

 

Income before income tax expense

47,798

33,661 

Income tax expense

18,632

12,897 

NET INCOME

$29,166

$20,764 

Basic earnings per share

$0.41

$0.29 

Diluted earnings per share

$0.40

$0.28 

See accompanying notes to consolidated interim financial statements.

<Index>


4


CAPITOL FEDERAL FINANCIAL AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
(dollars in thousands)

Accumulated

Additional

Other

Unearned

Unearned

Common

Paid-In

Retained

Comprehensive

Compensation

Compensation

Treasury

Stock

Capital

Earnings

Income

(ESOP)

(RRP)

Stock

Total

Balance at October 1, 2002

$915

$393,849

$883,973 

$17,587

($22,180)

($3,855)

($282,859)

$987,430 

Comprehensive Income:

   Net income

29,166 

29,166 

   Change in unrealized gain on available-

   for-sale securities, net of deferred income

   tax ($200)

330

330 

Total comprehensive income

29,496 

Change in Employee Stock Ownership Plan

782

504 

1,286 

Unallocated shares - ESOP cash

(2,706)

(2,706)

Change in Recognition and Retention Plan

288

594 

882 

Acquisition of treasury stock

(16,537)

(16,537)

Stock options exercised

161

1,654 

1,815 

Dividends on common stock to

   stockholders ($1.43 per share)

 

 

(26,931)

 

 

 

 

(26,931)

Balance at December 31, 2002

$915

$395,080

$886,208 

$17,917

($24,382)

($3,261)

($297,742)

$974,735 

See accompanying notes to consolidated interim financial statements.








<Index>

5


 

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)

For the Three Months Ended

December 31,

2002

2001

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$   29,166 

$   20,764 

Adjustments to reconcile net income to net cash provided

  by operating activities:

Net loan origination fees capitalized

4,965 

3,005 

Amortization of net deferred loan origination fees

(3,695)

(2,542)

Provision for loan losses

-- 

100 

Loss on sales of premises and equipment, net

26

-- 

Loss/(gain) on sales of real estate owned, net

(69)

Gains on sales of loans receivable held for sale

(17,246)

(2)

Originations of loans held for sale

(451,645)

(1,275)

Proceeds from sales of loans held for sale

557,926 

897 

Amortization of mortgage servicing rights

264 

-- 

Change in fair value of loan-related commitments

365 

-- 

Amortization and accretion of premiums and discounts on

          mortgage-related securities and investment securities (net)

3,124 

1,090 

Depreciation and amortization on premises and equipment

824 

918 

Amortization of deferred debt issuance costs

50 

43 

Common stock committed to be released for allocation - ESOP

1,286 

1,034 

Amortization of unearned compensation - RRP

594 

594 

Changes in:

          Accrued interest receivable

(7,054)

3,227 

          Other assets

(3,721)

777 

          Income taxes payable

18,632 

12,897 

          Accounts payable and accrued expenses

5,049 

(2,001)

             Net cash provided by operating activities

138,841 

39,530 

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities of investment securities

-- 

350 

Purchases of investment securities

(309,839)

-- 

Proceeds from the retirement of capital stock of FHLB

1,250 

-- 

Purchases of capital stock of FHLB

(15,500)

-- 

Principal collected on mortgage-related securities available-

          for-sale

269,097 

89,948 

Purchases of mortgage-related securities available-for-sale

(1,262,515)

-- 

Principal collected on mortgage-related securities held-to-

          maturity

377,472 

190,850 

Purchases of mortgage-related securities held-to-maturity

-- 

(565,259)

Loan originations, net of principal collected

496,210 

(96,182)

Loan purchases, net of principal collected

28,282 

176,486 

Purchases of premises and equipment, net

(840)

(459)

Proceeds from sales of real estate owned

1,488 

529 

             Net cash used in investing activities

(414,895)

(203,737)

<Index>

6


 

CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid

(26,931)

(3,285)

Unallocated shares - ESOP cash

(2,706)

-- 

Deposits, net of payments

(67,822)

57,047 

Proceeds from advances from Federal Home Loan Bank

443,000 

20,000 

Repayments on advances from Federal Home Loan Bank

(443,000)

-- 

Proceeds from other borrowings

--

117,000 

Repayments on other borrowings

(5,087)

-- 

Change in advance payments by borrowers for taxes and

          insurance

(30,872)

(31,032)

Acquisitions of treasury stock

(16,537)

(121,167)

Stock options exercised

1,534 

1,834 

             Net cash used in (provided by) financing activities

(148,421)

40,397 

NET DECREASE IN CASH AND CASH EQUIVALENTS

(424,475)

(123,810)

CASH AND CASH EQUIVALENTS:

Beginning of Period

  452,341 

  153,462 

End of Period

$    27,866 

$    29,652 

SUPPLEMENTAL SCHEDULE OF NON-CASH

      INVESTING AND FINANCING TRANSACTIONS:

             Loans transferred to real estate owned

$  1,644 

$  849 

             Equity adjustment for tax effect of RRP shares

$     288 

$      4 

             Equity adjustment for tax effect of disqualifying

                 disposition of stock options

$     281 

$  151 

             Originated mortgage servicing rights recorded in conjunction

                 with the sale of loans held for sale

$  4,912 

-- 


See accompanying notes to consolidated interim financial statements.























<Index>

7


 

Notes to Consolidated Interim Financial Statements

1.   Basis of Financial Statement Presentation and Significant Accounting Policies
The accompanying consolidated financial statements of Capitol Federal Financial and subsidiaries have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America ("GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2002 Annual Report on Form 10-K to the Securities and Exchange Commission. Interim results are not necessarily indicative of results for a full year.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowances for losses on loans and real estate owned. While management believes that these allowances are adequate, future additions to the allowances may be necessary based on changes in economic conditions.

All amounts are in thousands except per share data, unless otherwise indicated.

2.   Recent Accounting Pronouncements
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. The provisions of this Statement are required to be applied starting in fiscal year 2003. The Company's adoption of SFAS No.142 did not have a significant impact on its consolidated financial statements.

In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement is effective for the Company's financial statements issued for fiscal year 2003. The Company's adoption of SFAS No. 143 did not have a significant impact on its consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The provisions of this Statement are effective for the Company's financial statements issued for fiscal year 2003. The Company's adoption of SFAS No. 144 did not have a significant impact on its consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of SFAS No. 146 are effective for exit or disposal activities initiated after December 31, 2002. The Company's adoption of SFAS No. 146 did not have a significant impact on its consolidated financial statements.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial Institutions". This Statement provides guidance on the accounting for the acquisition of a financial institution and applies to all acquisitions except those between two or more mutual enterprises. Those transition provisions are effective on October 1, 2002. The scope of SFAS No. 144 is amended to include long-term customer-relationship intangible assets such as depositor-and borrower-relationship intangible assets and credit card-holder intangible assets. The Company's adoption of SFAS No. 147 did not have a significant impact on its consolidated financial statements.

On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. Under the fair value based method, compensation cost for stock options is measured when options are issued. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statement of the effects of stock-based compensation. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for the Company's 2003 fiscal year, with earlier application permitted in certain circumstances. The interim disclosure provisions are effective for financial statement issued for the quarter ending March 31, 2003 and thereafter. The Company does not believe that the a doption of SFAS No. 148 will have a significant impact on its consolidated financial statements.

8


 

In November 2002, the FASB issued Financial Interpretation ("FIN") No. 45 "Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Other." FIN No. 45 requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. It also provides additional guidance on the disclosure of guarantees. The recognition and measurement provisions are effective for guarantees made or modified after December 31, 2002. The disclosure provisions are effective for the Company's quarter ending after December 31, 2002. The Company will adopt the recognition and measurement provisions of FIN No. 45 as required in fiscal 2003 and does not expect a material impact on the consolidated financial statements.

3.   Dividends

On November 7, 2002, the Company declared a special year-end dividend of $1.22 per share or $22.9 million. The dividend was paid on December 6, 2002 to holders of record as of November 22, 2002. Capitol Federal Savings Bank MHC waived its right to this dividend.

4.   Gain on the sales of loans receivable held for sale

During the quarter ending December 31, 2002, the Bank sold most of its conforming new originations and modifications of single-family fixed rate mortgage loans into the secondary market. The Bank recognized a gain of $17.2 million, pre-tax, on the sale of $544.0 million of these loans. As a result of these loan sales, the Bank recorded an increase of $4.9 million in its mortgage servicing rights.

9


 

5.   Earnings Per Share
Basic earnings per share for the quarter ended December 31, 2002 were $0.41 and diluted earnings per share for the same period were $0.40. The Company accounts for the 3,024,574 shares acquired by its ESOP in accordance with SOP 93-6 and the shares acquired for its Recognition and Retention Plan (RRP) in a manner similar to the ESOP shares. Shares acquired by the ESOP and the RRP are not considered in the basic average shares outstanding until the shares are committed for allocation or vested to an employee's individual account. The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations.

Three Months Ended

December 31,

2002

2001 

Net Income

$29,166

$20,764 

Average common shares outstanding

69,007,351

71,137,449 

Average allocated ESOP shares outstanding

807,100

605,462 

Average allocated RRP shares outstanding

769,500

513,500 

     Total basic average common shares outstanding

70,583,951

72,256,411 

Effect of dilutive RRP shares

376,170

484,452 

Effect of dilutive stock options

1,890,691

1,570,365 

     Total diluted average common shares outstanding

72,850,812

74,311,228 

Net earnings per share

     Basic

$0.41

$0.29 

     Diluted

$0.40

$0.28 

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

Capitol Federal Financial (the "Company"), and its wholly owned subsidiary, Capitol Federal Savings Bank ("Capitol Federal Savings" or the "Bank"), may from time to time make written or oral "forward-looking statements", including statements contained in their filings with the Securities and Exchange Commission ("SEC").

Except for the historical information contained in this filing, the matters discussed may be deemed to be forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area, competition, and other risks detailed from time to time in the Company's SEC reports. Actual strategies and results in future periods may differ materially from those currently expected. These forward-looking statements represent the Company's judgment as of the date of this filing. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

The following discussion is intended to assist in understanding the financial condition and results of operations of the Company. The discussion includes comments relating to the Bank, since the Bank is wholly owned by the Company and comprises the majority of assets and principal source of income for the Company.

Critical Accounting Policies

The Company's critical accounting policies involving significant judgments and assumptions used in the preparation of the consolidated financial statements as of December 31, 2002, have remained unchanged from September 30, 2002. Our primary policies involving significant judgment and assumptions relates to the allowance for loan losses and the valuation of mortgage servicing rights. Disclosure on these critical accounting policies are incorporated by reference under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the Company's year ended September 30, 2002.

10


 

Financial Condition

From September 30, 2002 to December 31, 2002, deposits decreased $67.8 million, primarily due to certificates of deposit maturing and not renewing in excess of the growth in all other deposit categories. Although the Bank continues to be competitive in its markets for the rates that it offers on these accounts, certificates are maturing at rates higher than are currently being offered. Some customers are, therefore, seeking higher yielding investments that are not backed by FDIC insurance. Equity decreased $12.7 million primarily due to the special year-end dividend paid in December 2002 of $1.22 per share and the repurchase of shares during the quarter. The decreases were funded with proceeds from the repayment on loans and mortgage-related securities and sales of loans during the quarter. The Bank continued to sell loans during the quarter but terminated the current loan sale program in December 2002. Proceeds from repayments and loan sales not used to fund the withdrawals of savings or to fund our equity transactions continued to shift toward securities and away from loans. Of the $49.5 million of loans classified as available-for-sale at December 31, 2002, $33.0 million were sold in January 2003 for a pre-tax gain of $606 thousand.

Assets.  Total assets of the Company decreased $93.1 million from $8.78 billion at September 30, 2002 to $8.69 billion at December 31, 2002. The composition of the assets of the Company changed as a result of the continued loan sales and the use of the proceeds from loan sales and repayments of loans and mortgage-related securities to purchase adjustable rate mortgage-related securities and short-term agency bonds.

Loans may be modified under a program that provides current borrowers with the opportunity to change their existing term to maturity and/or rate of interest. The loan is then re-amortized. The program requires a fee to be paid by the borrower of $650.00 to $950.00. This program allows us to retain our relationship with the borrower who might otherwise attain home financing elsewhere. Loans with rate modifications totaled $634.1 million, an increase of $130.9 million, or a 26.0% increase over the same period, one year ago. The average rate on loans modified during the three month period decreased 117 basis points from 6.92% to 5.75%.

11


 

Loans that are refinanced represent loans that have been paid off and a new loan is made with the same borrower. This process requires the complete underwriting of the loan. Refinanced loans totaled $162.3 million since September 30, 2002, an increase of $16.2 million or 11.1%, compared to the same period one year ago. The yield on loans refinanced for the period ended December 31, 2002 was 5.57%, 10 basis points less than the average rate on total loan originations.

The following table presents the Company's loan portfolio at the dates indicated.

December 31, 2002

September 30, 2002

Amount

% of Total

Yield

Amount

% of Total

Yield

Real Estate Loans:

     One- to four-family

$4,094,094

93.41

%

6.52

%

$4,612,543

93.94

%

6.72

%

     Multi-family

43,733

1.00

7.68

45,985

0.94

7.79

     Commercial

8,555

0.20

8.16

5,514

0.11

8.15

     Construction and development

44,404

1.01

 

6.19

 

48,023

0.98

 

6.46

 

          Total real estate loans

4,190,786

95.62

6.53

4,712,065

95.97

6.73

Consumer loans:

     Savings loans

11,699

0.27

5.69

11,931

0.24

5.83

     Home improvement

1,257

0.03

8.02

1,498

0.03

8.15

     Automobile

6,090

0.14

8.38

6,913

0.14

8.39

     Home equity

171,211

3.90

5.46

175,551

3.58

5.90

     Other

1,823

0.04

 

11.46

 

1,878

0.04

 

11.59

 

          Total consumer loans

192,080

4.38

5.64

197,771

4.03

6.05

 

 

Total loans receivable

4,382,866

100.00

%

6.49

%

4,909,836

100.00

%

6.70

%