SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended March 31, 2003
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 0-18121
MAF BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
36-3664868 | |
| (State of Incorporation) |
(I.R.S. Employer | |
| Identification No.) | ||
| 55th Street & Holmes Avenue |
||
| Clarendon Hills, Illinois |
60514 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number: (630) 325-7300
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 filing requirements for the past 90 days. Yes þ No ¨
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No ¨
The number of shares outstanding of the issuer’s common stock, par value $.01 per share, was 23,316,374 at May 9, 2003.
1
MAF BANCORP, INC. AND SUBSIDIARIES
FORM 10-Q
| Part I. |
Financial Information |
Page | ||
| Item 1. |
Financial Statements |
|||
| 3 | ||||
| Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002 (unaudited) |
4 | |||
| 5 | ||||
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited) |
6 | |||
| Notes to Unaudited Consolidated Financial Statements (unaudited) |
8 | |||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||
| Item 3. |
29 | |||
| Item 4. |
29 | |||
| Part II. |
Other Information |
|||
| Item 1. |
30 | |||
| Item 2. |
30 | |||
| Item 3. |
30 | |||
| Item 4. |
30 | |||
| Item 5. |
30 | |||
| Item 6. |
30 | |||
| 32 | ||||
| Certifications for Principal Financial Officer and Principal Executive Officer |
33 |
2
Part I. Financial Information
Item 1. Financial Statements
MAF BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(Dollars in thousands)
(Unaudited)
| March 31, 2003 |
December 31, 2002 |
||||||
| Assets |
|||||||
| Cash and due from banks |
$ |
96,452 |
|
134,265 |
| ||
| Interest-bearing deposits |
|
200,059 |
|
28,210 |
| ||
| Federal funds sold |
|
196,812 |
|
100,205 |
| ||
| Total cash and cash equivalents |
|
493,323 |
|
262,680 |
| ||
| Investment securities available for sale, at fair value |
|
289,004 |
|
308,235 |
| ||
| Stock in Federal Home Loan Bank of Chicago, at cost |
|
204,413 |
|
169,708 |
| ||
| Mortgage-backed securities available for sale, at fair value |
|
304,966 |
|
365,638 |
| ||
| Loans receivable held for sale |
|
68,076 |
|
167,780 |
| ||
| Loans receivable, net of allowance for losses of $19,471 and $19,483 |
|
4,327,498 |
|
4,363,152 |
| ||
| Accrued interest receivable |
|
22,630 |
|
27,513 |
| ||
| Foreclosed real estate |
|
2,127 |
|
2,366 |
| ||
| Real estate held for development or sale |
|
20,451 |
|
14,938 |
| ||
| Premises and equipment, net |
|
74,449 |
|
72,492 |
| ||
| Other assets |
|
60,891 |
|
67,753 |
| ||
| Goodwill |
|
95,346 |
|
94,796 |
| ||
| Intangibles |
|
21,756 |
|
20,130 |
| ||
| $ |
5,984,930 |
|
5,937,181 |
| |||
| Liabilities and Stockholders’ Equity |
|||||||
| Liabilities: |
|||||||
| Deposits |
$ |
3,814,744 |
|
3,751,237 |
| ||
| Borrowed funds |
|
1,501,500 |
|
1,556,500 |
| ||
| Advances by borrowers for taxes and insurance |
|
38,152 |
|
37,700 |
| ||
| Accrued expenses and other liabilities |
|
113,516 |
|
90,286 |
| ||
| Total liabilities |
|
5,467,912 |
|
5,435,723 |
| ||
| Stockholders’ equity: |
|||||||
| Preferred stock, $.01 par value; authorized 5,000,000 shares; none outstanding |
|
— |
|
— |
| ||
| Common stock, $.01 par value; authorized 80,000,000 shares; 25,420,650 shares issued; 23,310,396 and 23,252,815 shares outstanding |
|
254 |
|
254 |
| ||
| Additional paid-in capital |
|
204,839 |
|
204,710 |
| ||
| Retained earnings, substantially restricted |
|
357,841 |
|
342,790 |
| ||
| Accumulated other compensative income |
|
3,865 |
|
4,819 |
| ||
| Stock in gain deferral plan; 237,431 and 236,401 shares |
|
887 |
|
851 |
| ||
| Treasury stock, at cost; 2,110,254 and 2,167,835 shares |
|
(50,668 |
) |
(51,966 |
) | ||
| Total stockholders’ equity |
|
517,018 |
|
501,458 |
| ||
| $ |
5,984,930 |
|
5,937,181 |
| |||
See accompanying notes to unaudited consolidated financial statements.
3
MAF BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, |
|||||||
| 2003 |
2002 |
||||||
| Interest income: |
|||||||
| Loans receivable |
$ |
66,985 |
|
72,005 |
| ||
| Mortgage-backed securities available for sale |
|
3,523 |
|
2,372 |
| ||
| Investment securities available for sale |
|
5,345 |
|
5,816 |
| ||
| Interest-bearing deposits and federal funds sold |
|
1,173 |
|
1,363 |
| ||
| Total interest income |
|
77,026 |
|
81,556 |
| ||
| Interest expense: |
|||||||
| Deposits |
|
16,962 |
|
25,546 |
| ||
| Borrowed funds |
|
19,009 |
|
20,046 |
| ||
| Total interest expense |
|
35,971 |
|
45,592 |
| ||
| Net interest income |
|
41,055 |
|
35,964 |
| ||
| Provision for loan losses |
|
— |
|
— |
| ||
| Net interest income after provision for loan losses |
|
41,055 |
|
35,964 |
| ||
| Non-interest income: |
|||||||
| Gain (loss) on sale or writedown of: |
|||||||
| Loans receivable held for sale |
|
7,548 |
|
2,340 |
| ||
| Mortgage-backed securities |
|
5,352 |
|
— |
| ||
| Investment securities |
|
(5,712 |
) |
465 |
| ||
| Foreclosed real estate |
|
(69 |
) |
27 |
| ||
| Income from real estate operations |
|
1,635 |
|
2,897 |
| ||
| Deposit account service charges |
|
5,439 |
|
4,824 |
| ||
| Loan servicing fee expense, net |
|
(1,376 |
) |
(40 |
) | ||
| Brokerage commissions |
|
731 |
|
603 |
| ||
| Other |
|
2,466 |
|
2,558 |
| ||
| Total non-interest income |
|
16,014 |
|
13,674 |
| ||
| Non-interest expense: |
|||||||
| Compensation and benefits |
|
15,638 |
|
14,226 |
| ||
| Office occupancy and equipment |
|
3,531 |
|
2,867 |
| ||
| Advertising and promotion |
|
1,321 |
|
1,187 |
| ||
| Data processing |
|
973 |
|
999 |
| ||
| Other |
|
4,832 |
|
3,878 |
| ||
| Amortization of core deposit intangibles |
|
379 |
|
424 |
| ||
| Total non-interest expense |
|
26,674 |
|
23,581 |
| ||
| Income before income taxes |
|
30,395 |
|
26,057 |
| ||
| Income tax expense |
|
11,107 |
|
9,415 |
| ||
| Net income |
$ |
19,288 |
|
16,642 |
| ||
| Basic earnings per share |
$ |
.83 |
|
.72 |
| ||
| Diluted earnings per share |
$ |
.81 |
|
.70 |
| ||
See accompanying notes to unaudited consolidated financial statements.
4
MAF BANCORP, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders’ Equity
(Dollars in thousands)
(Unaudited)
| Three Months Ended March 31, 2003 |
|||||||||||||||||||
| Common stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive income |
Stock in gain deferral plan |
Treasury stock |
Total |
|||||||||||||
| Balance at December 31, 2002 |
$ |
254 |
204,710 |
342,790 |
|
4,819 |
|
851 |
(51,966 |
) |
501,458 |
| |||||||