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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 June 30, 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 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 issuer’s classes of common stock, as of the latest practicable date.

      Common stock outstanding as of July 25, 2003: 55,515,347 shares




TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HIGHLIGHTS FOR THE QUARTER
OVERALL RESULTS
OUR BUSINESS
MORTGAGE BANKING ACTIVITIES
Loan Production
Mortgage Production by Division and Channel
INVESTING ACTIVITIES
Investment Portfolio Group
Construction Lending
HELOC Portfolio
NET INTEREST INCOME
OVERALL INTEREST RATE RISK MANAGEMENT
CREDIT RISK AND RESERVES
GENERAL
SECONDARY MARKET RESERVES
OPERATING EXPENSES
DIVIDEND POLICY
FUTURE OUTLOOK
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
PRINCIPAL SOURCES OF CASH
PRINCIPAL USES OF CASH
ACCUMULATED OTHER COMPREHENSIVE LOSS
REGULATORY CAPITAL REQUIREMENTS
KEY OPERATING RISKS
INTEREST RATE RISK
VALUATION RISK
CREDIT RISK
LIQUIDITY RISK/ACCESS TO CAPITAL MARKETS
GOVERNMENT REGULATION AND MONETARY POLICY
COMPETITION
OTHER RISKS
CRITICAL ACCOUNTING POLICIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF EARNINGS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT 10.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2
EXHIBIT 99.1


Table of Contents

FORM 10-Q QUARTERLY REPORT

For the Period Ended June 30, 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     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  
Item 3.
  Quantitative and Qualitative Disclosure about Market Risk     47  
Item 1.
  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  
Item 4.
  Controls and Procedures     56  
PART II.  OTHER INFORMATION
Item 4.
  Submission of Matters to a Vote of Security Holders     57  
Item 6.
  Exhibits and Reports on Form 8-K     57  

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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 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 and six months ended June 30, 2003.

 
ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
HIGHLIGHTS FOR THE QUARTER

      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)
Income Statement
                                       
 
Net interest income after provision for loan losses
  $ 61     $ 46     $ 60     $ 121     $ 95  
 
Gain on sale of loans
    102       71       84       186       149  
 
Other income
    11       22       13       24       36  
 
Net revenues
    173       139       157       330       280  
 
Operating expenses
    105       81       96       200       160  
 
Net earnings
  $ 41     $ 35     $ 37     $ 78     $ 71  
Per Share Data
                                       
 
Basic earnings per share
  $ 0.75     $ 0.58     $ 0.67     $ 1.43     $ 1.17  
 
Diluted earnings per share
    0.73       0.56       0.66       1.39       1.14  
 
Dividends declared per share
    0.10       0.00       0.10       0.20       0.00  
 
Book value per share at end of quarter
    16.48       15.06       15.99       16.48       15.06  
 
Closing price per share
  $ 25.42     $ 22.68     $ 19.45     $ 25.42     $ 22.68  
 
Average Common Shares (in thousands)
                                       
   
Basic
    55,015       60,050       54,827       54,922       60,139  
   
Diluted
    56,711       61,763       55,979       56,345       61,903  
Performance Ratios
                                       
 
Return on average equity (annualized)
    18.34 %     15.74 %     17.20 %     17.79 %     16.31 %
 
Return on average assets (annualized)
    1.52 %     1.93 %     1.49 %     1.51 %     1.94 %
 
Dividend payout ratio(1)
    13.70 %     0.00 %     15.15 %     14.39 %     0.00 %
 
Net interest income to pretax income
    98.74 %     85.25 %     103.29 %     100.88 %     86.27 %
 
Average cost of funds
    2.94 %     4.47 %     3.20 %     3.07 %     4.55 %
 
Net interest margin
    2.73 %     3.04 %     2.80 %     2.76 %     3.13 %
 
Efficiency ratio(2)
    58 %     57 %     60 %     59 %     56 %
 
Capital to net revenue ratio(3)
    1.25 %     1.55 %     1.36 %     1.30 %     1.52 %

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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)
Performance Ratios, Continued
                                       
 
Capital adjusted efficiency ratio(4)
    73 %     88 %     81 %     77 %     85 %
 
Operating expenses to loan production
    1.28 %     1.68 %     1.45 %     1.36 %     1.78 %
Balance Sheet and Asset Quality Ratios
                                       
 
Debt to equity ratio(5)
    10.7:1       7.3:1       9.7:1       10.7:1       7.3:1  
 
Core capital ratio(6)
    8.53 %     10.26 %     9.14 %     8.53 %     10.26 %
 
Risk-based capital ratio(6)
    14.46 %     16.09 %     14.83 %     14.46 %     16.09 %
 
Non-performing assets to total assets
    0.88 %     1.32 %     1.03 %     0.88 %     1.32 %
 
Allowance for loan losses to total loans held for investment
    1.09 %     1.87 %     1.20 %     1.09 %     1.87 %
 
Allowance for loan losses and other reserves to non-performing loans
    97 %     77 %     83 %     97 %     77 %
 
Allowance for loan losses to annualized net charge-offs
    176 %     305 %     347 %     233 %     284 %
 
Provision for loan losses to net charge-offs
    97.1 %     82.3 %     85.8 %     93.3 %     83.2 %
 
Provision to net charge-offs (core loan portfolio)(7)
    119.7 %     198.3 %     115.9 %     118.8 %     152.7 %
Other Selected Items
                                       
 
Loans serviced(8)
  $ 32,974     $ 25,789     $ 30,944     $ 32,974     $ 25,789  
 
Loan production(9)
    8,193       4,790       6,585       14,778       8,992  
 
Pipeline of mortgage loans in process
    6,929       3,722       6,044       6,929       3,722  
 
Loans sold
  $ 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 IndyMac’s 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.

 
OVERALL RESULTS

      IndyMac’s 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. IndyMac’s 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. IndyMac’s 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

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scalability of operations. Overall net earnings for the quarter increased $7 million over the second quarter of 2002, resulting in earnings per share (“EPS”) growth of 30%.

      “IndyMac’s 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, IndyMac’s 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.

 
OUR BUSINESS

      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 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, 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 IndyMac’s 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 IndyMac’s 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 Company’s 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 segment’s 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 Company’s 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.

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      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





(Dollars in thousands)
Operating Results
                                       
Mortgage Banking Activities
                                       
Net interest income
  $ 24,060     $ 954     $ 2,903     $ 482     $ 28,399  
Gain on sale of loans
    59,070       3,583       4,197       1,439       68,289  
Other income
    9,389       654       1,312       173       11,528  
     
     
     
     
     
 
 
Net revenues
    92,519       5,191       8,412       2,094       108,216  
 
Operating expenses
    31,885       4,117       418       840       37,260  
     
     
     
     
     
 
   
Pretax income
    60,634       1,074       7,994       1,254       70,956  
     
     
     
     
     
 
Investing Activities
                                  &n