SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended June 30, 2003 | ||
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TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to | ||
Commission file number 1-8972
IndyMac Bancorp, Inc.
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Delaware
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95-3983415 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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155 North Lake Avenue, Pasadena, California (Address of principal executive offices) |
91101-7211 (Zip Code) |
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Registrants telephone number, including area code:
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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the exchange act). Yes þ No o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common stock outstanding as of July 25, 2003: 55,515,347 shares
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
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| PART I. FINANCIAL INFORMATION | ||||||
| Forward-looking Statements | 2 | |||||
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 2 | ||||
| Highlights for the Quarter | 2 | |||||
| Overall Results | 3 | |||||
| Our Business | 4 | |||||
| Mortgage Banking Activities | 11 | |||||
| Loan Production | 11 | |||||
| Mortgage Production by Division and Channel | 12 | |||||
| Loan Sales | 16 | |||||
| Investing Activities | 19 | |||||
| Investment Portfolio Group | 21 | |||||
| Construction Lending | 28 | |||||
| HELOC Portfolio | 30 | |||||
| Net Interest Income | 31 | |||||
| Overall Interest Rate Risk Management | 34 | |||||
| Credit Risk and Reserves | 35 | |||||
| General | 35 | |||||
| Secondary Market Reserves | 38 | |||||
| Operating Expenses | 39 | |||||
| Dividend Policy | 39 | |||||
| Future Outlook | 39 | |||||
| Liquidity and Capital Resources | 40 | |||||
| Overview | 40 | |||||
| Principal Sources of Cash | 40 | |||||
| Principal Uses of Cash | 42 | |||||
| Accumulated Other Comprehensive Loss | 42 | |||||
| Regulatory Capital Requirements | 43 | |||||
| Off-Balance Sheet Arrangements | 44 | |||||
| Contractual Obligations | 44 | |||||
| Key Operating Risks | 44 | |||||
| Interest Rate Risk | 44 | |||||
| Valuation Risk | 45 | |||||
| Credit Risk | 45 | |||||
| Liquidity Risk/Access to Capital Markets | 45 | |||||
| Government Regulation and Monetary Policy | 46 | |||||
| Competition | 46 | |||||
| Other Risks | 46 | |||||
| Critical Accounting Policies | 46 | |||||
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Item 3.
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Quantitative and Qualitative Disclosure about Market Risk | 47 | ||||
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Item 1.
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Financial Statements (Unaudited) | |||||
| Consolidated Balance Sheets | 48 | |||||
| Consolidated Statements of Earnings | 50 | |||||
| Consolidated Statements of Shareholders Equity and Comprehensive Income | 51 | |||||
| Consolidated Statements of Cash Flows | 52 | |||||
| Notes to Consolidated Financial Statements | 53 | |||||
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Item 4.
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Controls and Procedures | 56 | ||||
| PART II. OTHER INFORMATION | ||||||
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Item 4.
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Submission of Matters to a Vote of Security Holders | 57 | ||||
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Item 6.
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Exhibits and Reports on Form 8-K | 57 | ||||
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 Key Operating Risks at page 44 and IndyMacs 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 Companys financial condition and results of operations for the three and six months ended June 30, 2003.
Highlights for the three and six months ended June 30, 2003 were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||
| June 30, | June 30, | March 31, | June 30, | June 30, | ||||||||||||||||||
| 2003 | 2002 | 2003 | 2003 | 2002 | ||||||||||||||||||
| (Dollars in millions, except per share data) | ||||||||||||||||||||||
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Income Statement
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Net interest income after provision for loan
losses
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$ | 61 | $ | 46 | $ | 60 | $ | 121 | $ | 95 | ||||||||||||
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Gain on sale of loans
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102 | 71 | 84 | 186 | 149 | |||||||||||||||||
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Other income
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11 | 22 | 13 | 24 | 36 | |||||||||||||||||
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Net revenues
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173 | 139 | 157 | 330 | 280 | |||||||||||||||||
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Operating expenses
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105 | 81 | 96 | 200 | 160 | |||||||||||||||||
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Net earnings
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$ | 41 | $ | 35 | $ | 37 | $ | 78 | $ | 71 | ||||||||||||
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Per Share Data
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Basic earnings per share
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$ | 0.75 | $ | 0.58 | $ | 0.67 | $ | 1.43 | $ | 1.17 | ||||||||||||
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Diluted earnings per share
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0.73 | 0.56 | 0.66 | 1.39 | 1.14 | |||||||||||||||||
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Dividends declared per share
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0.10 | 0.00 | 0.10 | 0.20 | 0.00 | |||||||||||||||||
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Book value per share at end of quarter
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16.48 | 15.06 | 15.99 | 16.48 | 15.06 | |||||||||||||||||
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Closing price per share
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$ | 25.42 | $ | 22.68 | $ | 19.45 | $ | 25.42 | $ | 22.68 | ||||||||||||
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Average Common Shares (in thousands)
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Basic
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55,015 | 60,050 | 54,827 | 54,922 | 60,139 | |||||||||||||||||
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Diluted
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56,711 | 61,763 | 55,979 | 56,345 | 61,903 | |||||||||||||||||
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Performance Ratios
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Return on average equity (annualized)
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18.34 | % | 15.74 | % | 17.20 | % | 17.79 | % | 16.31 | % | ||||||||||||
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Return on average assets (annualized)
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1.52 | % | 1.93 | % | 1.49 | % | 1.51 | % | 1.94 | % | ||||||||||||
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Dividend payout ratio(1)
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13.70 | % | 0.00 | % | 15.15 | % | 14.39 | % | 0.00 | % | ||||||||||||
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Net interest income to pretax income
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98.74 | % | 85.25 | % | 103.29 | % | 100.88 | % | 86.27 | % | ||||||||||||
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Average cost of funds
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2.94 | % | 4.47 | % | 3.20 | % | 3.07 | % | 4.55 | % | ||||||||||||
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Net interest margin
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2.73 | % | 3.04 | % | 2.80 | % | 2.76 | % | 3.13 | % | ||||||||||||
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Efficiency ratio(2)
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58 | % | 57 | % | 60 | % | 59 | % | 56 | % | ||||||||||||
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Capital to net revenue ratio(3)
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1.25 | % | 1.55 | % | 1.36 | % | 1.30 | % | 1.52 | % | ||||||||||||
2
| Three Months Ended | Six Months Ended | ||||||||||||||||||||
| June 30, | June 30, | March 31, | June 30, | June 30, | |||||||||||||||||
| 2003 | 2002 | 2003 | 2003 | 2002 | |||||||||||||||||
| (Dollars in millions, except per share data) | |||||||||||||||||||||
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Performance Ratios, Continued
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Capital adjusted efficiency ratio(4)
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73 | % | 88 | % | 81 | % | 77 | % | 85 | % | |||||||||||
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Operating expenses to loan production
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1.28 | % | 1.68 | % | 1.45 | % | 1.36 | % | 1.78 | % | |||||||||||
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Balance Sheet and Asset Quality
Ratios
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Debt to equity ratio(5)
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10.7:1 | 7.3:1 | 9.7:1 | 10.7:1 | 7.3:1 | ||||||||||||||||
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Core capital ratio(6)
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8.53 | % | 10.26 | % | 9.14 | % | 8.53 | % | 10.26 | % | |||||||||||
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Risk-based capital ratio(6)
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14.46 | % | 16.09 | % | 14.83 | % | 14.46 | % | 16.09 | % | |||||||||||
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Non-performing assets to total assets
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0.88 | % | 1.32 | % | 1.03 | % | 0.88 | % | 1.32 | % | |||||||||||
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Allowance for loan losses to total loans held for
investment
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1.09 | % | 1.87 | % | 1.20 | % | 1.09 | % | 1.87 | % | |||||||||||
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Allowance for loan losses and other reserves to
non-performing loans
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97 | % | 77 | % | 83 | % | 97 | % | 77 | % | |||||||||||
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Allowance for loan losses to annualized net
charge-offs
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176 | % | 305 | % | 347 | % | 233 | % | 284 | % | |||||||||||
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Provision for loan losses to net charge-offs
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97.1 | % | 82.3 | % | 85.8 | % | 93.3 | % | 83.2 | % | |||||||||||
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Provision to net charge-offs (core loan
portfolio)(7)
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119.7 | % | 198.3 | % | 115.9 | % | 118.8 | % | 152.7 | % | |||||||||||
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Other Selected Items
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Loans serviced(8)
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$ | 32,974 | $ | 25,789 | $ | 30,944 | $ | 32,974 | $ | 25,789 | |||||||||||
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Loan production(9)
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8,193 | 4,790 | 6,585 | 14,778 | 8,992 | ||||||||||||||||
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Pipeline of mortgage loans in process
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6,929 | 3,722 | 6,044 | 6,929 | 3,722 | ||||||||||||||||
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Loans sold
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$ | 6,336 | $ | 3,707 | $ | 5,524 | $ | 11,860 | $ | 7,973 | |||||||||||
| (1) | Dividends declared per common share as a percentage of diluted 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 IndyMacs additional subprime risk weightings, the ratios are 13.22%, 15.10% and 13.76% for the three months ended June 30, 2003, June 30, 2002 and March 31, 2003, 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. |
IndyMacs overall results for the quarter ended June 30, 2003 were characterized by record high production of mortgage loans, high volume of loan sales and strong earnings. IndyMac increased its loan production by 71% in the second quarter of 2003 over the second quarter of 2002. IndyMacs loan sales also increased significantly by 71%. Partially 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 interest rates at 45-year lows creating an environment of record refinancing of mortgage loans throughout the industry. IndyMacs operating expenses increased by 30% from the second quarter of 2002 as a direct result of the growth in our mortgage loan production. The ratio of operating expenses to loan production of 1.28% reflects significant improvement in cost efficiency relative to the 1.68% ratio during the second quarter of 2002, due to our lower fixed cost structure platform and
3
IndyMacs performance this year continues to be outstanding, with strong growth in production and mortgage banking revenues partially offset, by design, with lower returns in our investing activities. We have continued to invest in mortgage loans, mortgage servicing rights and mortgage-backed securities to enhance the diversification and consistency of our revenue streams. In light of the recent significant increase in long-term Treasury and mortgage rates, the industry appears to be in for an abrupt return to a more normal purchase-dominated mortgage market. Given that the majority of our capital is devoted to investment portfolio activities as opposed to mortgage origination activities and we currently have $259 million of excess capital, we believe we are reasonably well positioned for this likely challenging transition, commented Mr. Michael W. Perry, IndyMacs Chairman and Chief Executive Officer. While recent interest rate volatility makes earnings forecasting more difficult, we expect that earnings per share for the full year 2003 will range from $2.70 to $2.80 per share, reflecting growth of 12% to 16% over 2002, concluded Mr. Perry.
IndyMac is structured to achieve synergies among its operations and to 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 Companys business is providing consumers with single-family residential mortgages through relationships with each segments core customers via the channels in which each operates. IndyMac Mortgage Bank is focused on providing consumers with mortgage products through relationships with the Companys business customers mortgage brokers, mortgage bankers, community 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 and mortgage servicing rights (MSRs), the Investment Portfolio Group is a core unit of the Bank and it provides critical support to IndyMacs mortgage lending operations.
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 tables that follow. 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 stabilize IndyMacs core income. In addition to its revenue contribution, the Investment Portfolio Group performs the mortgage servicing function, which includes default management. The mortgage servicing function creates added opportunities to retain customers when the interest rate environment makes it attractive for them to refinance and cross-market customers with other Company products. Default management, which includes the processes of collections, foreclosures, bankruptcies, claims, and foreclosed assets management, enables IndyMac to proactively manage its credit risk.
The following tables summarize the Companys financial results for the three months ended June 30, 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 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 segments assets. The Retail Bank division within the Consumer Banking Group receives a funding credit using a similar methodology. The difference between these allocations and the Companys actual net interest income and capital levels resulting from centralized management of funding costs is reported in the Treasury unit. Corporate overhead costs related to managing the Company as a whole are not allocated to the operating segments.
4
The following table presents the segment financial highlights for the three months ended June 30, 2003:
| Relationship Businesses | ||||||||||||||||||||||||
| IndyMac Mortgage Bank | ||||||||||||||||||||||||
| B2B | B2R | HCL | HBD | Total | ||||||||||||||||||||
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Operating Results
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Mortgage Banking Activities
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Net interest income
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$ | 24,060 | $ | 954 | $ | 2,903 | $ | 482 | $ | 28,399 | ||||||||||||||
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Gain on sale of loans
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59,070 | 3,583 | 4,197 | 1,439 | 68,289 | |||||||||||||||||||
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Other income
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9,389 | 654 | 1,312 | 173 | 11,528 | |||||||||||||||||||
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Net revenues
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92,519 | 5,191 | 8,412 | 2,094 | 108,216 | |||||||||||||||||||
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Operating expenses
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31,885 | 4,117 | 418 | 840 | 37,260 | |||||||||||||||||||
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Pretax income
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60,634 | 1,074 | 7,994 | 1,254 | 70,956 | |||||||||||||||||||
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Investing Activities
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