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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended March 31, 2003
 
or
 
o
  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 1-8972

IndyMac Bancorp, Inc.

(Exact name of registrant as specified in its charter)
     
Delaware
  95-3983415
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
155 North Lake Avenue,
Pasadena, California
(Address of principal executive offices)
  91101-7211
(Zip Code)

Registrant’s telephone number, including area code:

(800)669-2300

      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 þ          No o

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

      Common stock outstanding as of April 22, 2003: 55,217,166 shares




 

FORM 10-Q QUARTERLY REPORT

For the Period Ended March 31, 2003

TABLE OF CONTENTS

             
Page

PART I.  FINANCIAL INFORMATION
    Forward-looking Statements     2  
Item 2.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     2  
    Highlights for the Quarter     2  
    Overall Results     4  
    Our Business     4  
      Mortgage Banking Activities     10  
         Loan Production     10  
         Mortgage Production by Division and Channel     10  
         Loan Sales     13  
      Investing Activities     15  
         Investment Portfolio Group     15  
         Construction Lending     23  
         HELOC Portfolio     25  
    Net Interest Income     25  
    Overall Interest Rate Risk Management     27  
    Credit Risk and Reserves     29  
      General     29  
      Secondary Market Reserve     32  
    Operating Expenses     33  
    Dividend Policy     34  
    Future Outlook     34  
    Liquidity and Capital Resources     34  
      Overview     34  
      Principal Sources of Cash     35  
      Principal Uses of Cash     37  
      Accumulated Other Comprehensive Loss     37  
      Regulatory Capital Requirements     37  
    Key Operating Risks     38  
      Interest Rate Risk     39  
      Valuation Risk     39  
      Credit Risk     39  
      Liquidity Risk/Access to Capital Markets     39  
      Government Regulation and Monetary Policy     40  
      Competition     40  
      Other Risks     40  
    Critical Accounting Policies     41  
Item 3.
  Quantitative and Qualitative Disclosure about Market Risk     41  
Item 1.
  Financial Statements (Unaudited)        
    Consolidated Balance Sheets     42  
    Consolidated Statements of Earnings     43  
    Consolidated Statements of Shareholders’ Equity and Comprehensive Income     44  
    Consolidated Statements of Cash Flows     45  
    Notes to Consolidated Financial Statements     46  
Item 4.
  Controls and Procedures     49  
PART II.  OTHER INFORMATION
Item 6.
  Exhibits and Reports on Form 8-K     49  

1


 

FORWARD-LOOKING STATEMENTS

      This Form 10-Q contains statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding our projected financial condition and results of operations, plans, objectives, future performance and business. Forward-looking statements typically include the words “anticipate,” “believe,” “estimate,” “expect,” “project,” “plan,” “forecast,” “intend” and other similar expressions. These statements reflect our current views with respect to future events and financial performance. They are subject to risks and uncertainties that could cause future results to differ materially from historical results or from the results anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates or as of the date hereof if no other date is identified. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For further information on our key operating risks, refer to IndyMac’s annual report on Form 10-K for the year ended December 31, 2002.

      References to “IndyMac Bancorp” or “the Parent Company” refer to the parent company alone while references to “IndyMac,” the “Company,” or “we” refer to IndyMac Bancorp, Inc. and its consolidated subsidiaries. References to “IndyMac Bank” or the “Bank” refer to our subsidiary IndyMac Bank, F.S.B. and its consolidated subsidiaries. The following discussion addresses the Company’s financial condition and results of operations for the three months ended March 31, 2003.

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 
HIGHLIGHTS FOR THE QUARTER

      Highlights for the quarter ended March 31, 2003 were as follows:

                             
Three Months Ended

March 31, March 31, December 31,
2003 2002 2002



(Dollars in millions, except per share data)
Income Statement
                       
 
Net interest income after provision for loan losses
  $ 60     $ 50     $ 50  
 
Gain on sale of loans
  $ 84     $ 77     $ 75  
 
Other income
  $ 13     $ 14     $ 19  
 
Net revenues
  $ 157     $ 141     $ 144  
 
Operating expenses
  $ 96     $ 80     $ 95  
 
Net earnings
  $ 37     $ 36     $ 36  
Per Share Data
                       
 
Basic earnings per share
  $ 0.67     $ 0.60     $ 0.65  
 
Diluted earnings per share
  $ 0.66     $ 0.58     $ 0.63  
 
Dividends declared per share
  $ 0.10     $ 0.00     $ 0.00  
 
Book value per share at end of quarter
  $ 15.99     $ 14.61     $ 15.50  
 
Closing price per share
  $ 19.45     $ 24.70     $ 18.49  
 
Average Common Shares (in thousands)
                       
   
Basic
    54,827       60,228       55,025  
   
Diluted
    55,979       62,043       56,188  

2


 

                           
Three Months Ended

March 31, March 31, December 31,
2003 2002 2002



(Dollars in millions, except per share data)
Performance Ratios
                       
 
Return on average equity (annualized)
    17.20 %     16.89 %     16.55 %
 
Return on average assets (annualized)
    1.49 %     1.96 %     1.56 %
 
Dividend payout ratio(1)
    14.93 %     0.00 %     0.00 %
 
Net interest income to pretax income
    103.29 %     87.23 %     113.45 %
 
Average cost of funds
    3.20 %     4.62 %     3.53 %
 
Net interest margin
    2.80 %     3.21 %     2.69 %
 
Efficiency ratio(2)
    60 %     55 %     63 %
 
Capital to net revenue ratio(3)
    1.36 %     1.48 %     1.42 %
 
Capital adjusted efficiency ratio(4)
    81 %     81 %     90 %
 
Operating expenses to loan production
    1.45 %     1.89 %     1.44 %
 
Balance Sheet and Asset Quality Ratios
                       
 
Debt to equity ratio(5)
    9.7:1       7.1:1       10.3:1  
 
Core capital ratio(6)
    9.14 %     10.09 %     8.70 %
 
Risk-based capital ratio(6)
    14.83 %     15.88 %     15.02 %
 
Non-performing assets to total assets
    1.03 %     1.68 %     1.05 %
 
Allowance for loan losses to total loans held for investment
    1.20 %     1.90 %     1.28 %
 
Allowance for loan losses and other reserves to non-performing loans
    83 %     54 %     91 %
 
Allowance for loan losses to annualized net charge-offs
    347 %     285 %     144 %
 
Provision for loan losses to net charge-offs
    85.8 %     84.0 %     64.7 %
 
Provision to net charge-offs (core loan portfolio)(7)
    115.9 %     81.3 %     120.2 %
 
Other Selected Items
                       
 
Loans serviced(8)
  $ 30,944     $ 24,677     $ 29,139  
 
Loan production(9)
  $ 6,585     $ 4,202     $ 6,580  
 
Pipeline of mortgage loans in process
  $ 6,044     $ 3,008     $ 4,723  
 
Loans sold
  $ 5,524     $ 4,266     $ 4,378  


(1)  Dividends declared per common share as a percentage of basic earnings per share.
 
(2)  Defined as operating expenses divided by net interest income and other income.
 
(3)  Average equity divided by net interest income and other income.
 
(4)  Efficiency ratio multiplied by the capital to net revenue ratio.
 
(5)  Debt includes deposits.
 
(6)  IndyMac Bank, F.S.B. (excludes unencumbered cash at the Parent Company available for investment in IndyMac Bank). Risk based capital ratio is based on the regulatory standard risk weighting. With IndyMac’s additional subprime risk weightings, the ratios are 13.76%, 15.03% and 14.03% for the quarters ended March 31, 2003, March 31, 2002 and December 31, 2002, respectively.
 
(7)  Represents the total loan portfolio excluding amounts of loans from discontinued product lines.
 
(8)  Represents entire servicing portfolio including IndyMac owned loans and loans subserviced for others on an interim basis.
 
(9)  Includes newly originated commitments on construction loans.

3


 

OVERALL RESULTS

      IndyMac’s overall results for the first quarter of 2003 were characterized by continued strong mortgage originations driving net income from mortgage banking activities. Interest rates declined during the first quarter of 2003 due to geopolitical issues resulting in strong industry wide mortgage refinance activity. IndyMac increased its production of mortgage loans by 57% in the first quarter of 2003 over the first quarter of 2002, exceeding the mortgage industry increase of 49% as published by the Mortgage Bankers’ Association of America (“MBA”). IndyMac sold 95% of its available mortgage loan production (total production excluding construction and home equity line of credit (“HELOC”) commitments) and increased its inventory of mortgage loans held for sale during the first quarter of 2003. In comparison, IndyMac sold 117% of its available mortgage production in the first quarter of 2002 resulting in a decrease of mortgage loans held for sale. Offsetting the strong financial results in our mortgage banking activities, the earnings related to our servicing-related assets declined due to the increased levels of prepayment activity which resulted from the record refinancing of mortgage loans throughout the industry.

      IndyMac’s operating expenses remained relatively flat with the fourth quarter of 2002, and up 20% from the first quarter of 2002. The ratio of operating expense to loan production of 1.45% reflects significant improvement due to the scalability of our operations in the strong mortgage environment relative to the 1.44% ratio during the fourth quarter of 2002 and the 1.89% ratio during the first quarter of 2002.

      Net earnings increased 3%, while earnings per share (“EPS”) increased 14% as a result of the Company’s significant share repurchase activities during 2002.

      “IndyMac delivered another strong quarter highlighted by record loan production and significant growth in our pipeline of mortgage loans in process. Our pipeline at the end of the quarter was more than double the level a year ago. Interest rates at 40-year lows continued to support a very strong mortgage origination environment in the first quarter of this year, while placing our investment portfolio activities including the servicing-related assets under pressure due to continued unprecedented refinancing activity. We continued to increase our portfolio of mortgage loans serviced for others as we expect this asset to provide substantially stronger returns when the refinancing boom, now in its third wave, begins to abate at some point in the future,” commented Michael W. Perry, IndyMac’s Chairman and Chief Executive Officer.

      “We expect the strong mortgage origination environment to continue throughout the majority of this year. In fact, the MBA recently concluded in its updated forecast that industry mortgage originations in 2003 will surpass the record levels achieved in 2002. As a result of the strong mortgage market this year, we expect that our EPS for 2003 will be at the upper end of our previously forecasted range of $2.41 to $2.75. With our continued focus on customer, product and geographic expansion across our multiple production channels we believe we are positioned to outperform our peers as the transition to a more normal mortgage market occurs,” concluded Mr. Perry.

OUR BUSINESS

      IndyMac is structured to achieve synergies among its operations and enhance customer service. Operating through its three main segments, IndyMac Mortgage Bank, IndyMac Consumer Bank and the Investment Portfolio Group, the common denominator of the Company’s business is providing consumers with single-family residential mortgages through relationships with each segment’s core customers via the channels in which each operates. IndyMac Mortgage Bank is focused on providing consumers with mortgage products through relationships with the Company’s business customers — mortgage brokers, mortgage bankers, financial institutions, real estate professionals and homebuilders. IndyMac Consumer Bank provides the platform for the mortgage and deposit services that IndyMac offers directly to consumers. The Investment Portfolio Group serves as the main link to customers whose mortgages we service. Through its investments in single-family residential (“SFR”) mortgages, mortgage-backed securities (“MBS”) and mortgage servicing rights (“MSRs”), the Investment Portfolio Group serves a critical support function for IndyMac’s mortgage lending operations.

4


 

      While our segments are structured to achieve synergies with our varying customer base and marketing strategies, our operating activities primarily consist of two broad categories: Mortgage banking activities and Investing activities. Both of these activities are performed to varying degrees by each of our main segments as shown in the table that follows. Mortgage banking activities are characterized by high asset turnover (the production and sale of mortgage loans) and efficient utilization of capital but can be cyclical in nature depending on interest rates. Revenues generated by mortgage banking activities include gain on sale of mortgage loans, fee income and net spread (interest) income during the period loans are held pending sale. Investing activities tend to provide a source of revenues which is generally counter-cyclical to mortgage banking revenues, comprised primarily of net interest income and servicing fees. IndyMac is strategically focused on increasing the relative size of its portfolios of mortgage loans and HELOC loans held for investment and mortgage servicing to achieve greater balance between its mortgage banking activities and its core investing activities. Over the long-term, we believe that our investing activities will provide a more stable source of core income. In addition to its revenue contribution, the Investment Portfolio Group performs the mortgage servicing function. This creates an added opportunity to recapture current customers when the interest rate environment makes it attractive for them to refinance. Servicing customers can also be cross-marketed with other Company products.

      The following table summarizes the Company’s financial results for the first three months of 2003, illustrating the revenues earned in its mortgage banking activities and investing activities by each of its divisions. The profitability of each operating segment is measured on a fully-leveraged basis after allocating capital based on regulatory capital rules. The Company uses a match-funded transfer pricing system to allocate net interest income to the operating segments. Each operating segment is allocated funding with maturities and interest rates matched with the expected lives, repricing frequencies and financing liquidities of the segment’s assets. Deposits receive a funding credit using a similar methodology. The difference between these allocations and the Company’s actual net interest income and capital levels resulting from centralized management of funding costs is reported in the Treasury unit.

      During the first quarter of 2003, the Treasury unit reported net interest expense of $10.7 million compared with $18.1 million in the first quarter of last year. These amounts include the interest expense related to the Trust Preferred Securities, which is not allocated to the business units. Additionally, the net expense in Treasury reflects fixed rate liabilities assumed in prior years with maturities longer than the related assets and the subsequent decline in net interest income as interest rates fell. As these liabilities continue to mature the Company expects the loss in Treasury to decline further.

      Corporate overhead costs related to managing the Company as a whole are not allocated to the operating segments.

5


 

                                                 
Relationship Businesses —
IndyMac Mortgage Bank

B2B B2R HCL HBD Total





$ in thousands (except Average FTE)
Operating Results
                                       
Mortgage Banking Activities
                                       
Net interest income
  $ 22,462     $ 949     $ 2,905     $ 433     $ 26,749  
Gain on sale of loans
    53,627       2,697       5,480       1,299       63,103  
Other income
    7,679       558       888       170       9,295  
     
     
     
     
     
 
 
Net revenues
    83,768       4,204       9,273       1,902       99,147  
 
Operating expenses
    27,148       4,302       358       983       32,791  
     
     
     
     
     
 
   
Pretax income
    56,620       (98 )     8,915       919       66,356  
     
     
     
     
     
 
Investing Activities
                                       
Net interest income
                9,057       7,945       17,002  
Provision for loan losses
                (809 )     (312 )     (1,121 )
Service fee income
                             
Gain on sale of securities
                             
Other income
                1,311       160       1,471  
     
     
     
     
     
 
 
Net revenues
                9,559       7,793       17,352  
 
Operating expenses
                6,171       2,277       8,448  
     
     
     
     
     
 
   
Pretax income
                3,388       5,516       8,904  
     
     
     
     
     
 
Financing and Other Activities
                                       
Net interest income
                             
     
     
     
     
     
 
 
Net revenues
                             
 
Operating expenses
                             
   
Pretax income
                             
     
     
     
     
     
 
     
Total pretax income
    56,620       (98 )     12,303       6,435       75,260  
     
     
     
     
     
 
       
Net income
  $ 34,254     $ (59 )   $ 7,443     $ 3,893     $ 45,531  
     
     
     
     
     
 
Ratios