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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 June 30, 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 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 __

         Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                           &n bsp;                        YES  NO __

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

practicable date

                               Common Stock                                                             73,299,959      

                                        Class                                                            Shares Outstanding

                                                                                                             as of August 6, 2003


 


 

PART I -- FINANCIAL INFORMATION

Page
Number

Item 1.  Financial Statements

 

             Consolidated Balance Sheets at June 30, 2003 and September 30, 2002

3

             Consolidated Statements of Income for the three and nine months ended                   June 30, 2003 and June 30, 2002

4

             Consolidated Statement of Stockholders' Equity for the nine months ended                   June 30, 2003

5

             Consolidated Statements of Cash Flows for the nine months ended                   June 30, 2003 and June 30, 2002

6

             Notes to Consolidated Interim Financial Statements

8

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

11

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

29

Item 4.  Controls and Procedures

32

   

PART II -- OTHER INFORMATION

 

Item 1.  Legal Proceedings

33

Item 2.  Changes in Securities and Use of Proceeds

33

Item 3.  Defaults Upon Senior Securities

33

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

33

Item 5.  Other Information

33

Item 6.  Exhibits and Reports on Form 8-K

33

   

Signature Page

33

Financial Statement Certifications

34


 

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(dollars in thousands, except per share counts and amounts)

June 30,

September 30,

2003

2002

ASSETS:

Cash and cash equivalents

$100,618

$452,341

Investment securities held to maturity, at cost (market value of $1,007,518

        and $534,769)

975,011

500,814

Mortgage-related securities:

        Available-for-sale, at market (amortized cost of $2,658,058 and  $1,290,643)

2,681,315

1,318,974

        Held-to-maturity, at cost (market value of $315,817 and $1,284,539)

308,679

1,255,906

Loans receivable held for sale, net

20,007

145,657

Loans receivable, net

4,287,867

4,867,569

Mortgage servicing rights

5,733

2,547

Capital stock of Federal Home Loan Bank, at cost

169,274

163,250

Accrued interest receivable

46,479

43,401

Premises and equipment, net

25,865

23,679

Real estate owned, net

3,871

2,886

Other assets

4,395

4,103

        TOTAL ASSETS

$8,629,114

$8,781,127

LIABILITIES:

Deposits

$4,278,246

$4,391,874

Advances from Federal Home Loan Bank

3,200,000

3,200,000

Other borrowings, net

86,187

101,301

Advance payments by borrowers for taxes and insurance

20,124

40,254

Accrued and deferred income taxes payable

12,271

22,124

Accounts payable and accrued expenses

42,190

38,144

        Total Liabilities

7,639,018

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 shares authorized; 91,512,287

        shares issued as of June 30, 2003 and September 30, 2002

915

915

Additional paid-in capital

399,719

393,849

Retained earnings

897,590

883,973

Accumulated other comprehensive income

14,437

17,587

Unearned compensation, Employee Stock Ownership Plan

(23,374)

(22,180)

Unearned compensation, Recognition and Retention Plan

(2,072)

(3,855)

Less shares held in treasury (18,215,728 and 17,959,145 shares as of

       June 30, 2003 and September 30, 2002, at cost)

(297,119)

(282,859)

           Total Stockholders' Equity

990,096

987,430

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$8,629,114

$8,781,127

 

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



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

For the Three Months Ended

For the Nine Months Ended

June 30,

June 30,

2003

2002

2003

2002

INTEREST AND DIVIDEND INCOME:

Loans receivable

$68,530

$91,823

$222,683

$282,091

Mortgage-related securities

25,910

38,310

96,836

112,736

Investment securities

7,593

6,544

22,023

19,614

Cash and cash equivalents

310

329

1,259

1,517

Capital stock of Federal Home Loan Bank

1,477

1,907

4,504

6,148

     Total interest and dividend income

103,820

138,913

347,305

422,106

INTEREST EXPENSE:

Deposits

29,255

40,487

97,618

128,644

FHLB Advances

49,633

49,628

149,018

148,908

Other borrowings

726

1,044

2,478

3,328

     Total interest expense

79,614

91,159

249,114

280,880

 

 

 

 

Net interest and dividend income

24,206

47,754

98,191

141,226

Provision for loan losses

--

60

-- 

184

     Net interest and dividend income after

       provision for loan losses

24,206

47,694

98,191

141,042

OTHER INCOME:

Retail fees and charges

3,892

2,861

11,324

7,927

Loan fees

787

344

2,266

1,133

Insurance commissions

463

458

1,514

1,387

Gains on sales of loans receivable held for sale

433

12

18,627

29

Other, net

852

1,133

2,529

2,952

     Total other income

6,427

4,808

36,260

13,428

OTHER EXPENSES:

Salaries and employee benefits

9,723

10,302

30,022

29,124

Occupancy of premises

2,451

2,291

7,260

7,276

Office supplies and related expenses

1,177

1,125

3,034

2,813

Deposit and loan transaction fees

2,448

1,171

5,356

3,534

Advertising

685

1,137

2,977

2,616

Federal insurance premium

177

195

559

592

Other, net

1,603

1,571

4,727

4,398

     Total other expenses

18,264

17,792

53,935

50,353

 

 

 

 

Income before income tax expense

12,369

34,710

80,516

104,117

Income tax expense

4,842

13,641

31,445

40,586

NET INCOME

$7,527

$21,069

$49,071

$63,531

Basic earnings per share

$0.11

$0.29

$0.70

$0.88

Diluted earnings per share

$0.11

$0.29

$0.68

$0.86

See accompanying notes to consolidated interim financial statements.

<Index>


 

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
(dollars in thousands, except per share amounts)

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

49,071 

49,071 

   Change in unrealized gain on available-

   for-sale securities, net of deferred income

   tax ($1,924)

(3,150)

(3,150)

Total comprehensive income

45,921 

Change in Employee Stock Ownership Plan

2,826

(1,194)

1,632 

Change in Recognition and Retention Plan

2,403

1,783 

4,186 

Acquisition of treasury stock

(18,526)

(18,526)

Stock options exercised

641

(89)

4,266 

4,818 

Dividends on common stock to

   stockholders ($1.88 per share)

 

 

(35,365)

 

 

 

 

(35,365)

Balance at June 30, 2003

$915

$399,719

$897,590 

$14,437 

($23,374)

($2,072)

($297,119)

$990,096 

See accompanying notes to consolidated interim financial statements.





 





<Index>

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

For the Nine Months Ended

June 30,

2003

2002

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$49,071 

$63,531 

Adjustments to reconcile net income to net cash provided

  by operating activities:

Net loan origination fees capitalized

12,181 

5,528 

Amortization of net deferred loan origination fees

(9,976)

(5,036)

Provision for loan losses

 --  

184 

Loss on sales of premises and equipment, net

19 

 --  

Gains on sales of real estate owned, net

(287)

(116)

Gains on sales of loans receivable held for sale

(18,627)

(14)

Originations of loans held for sale

(476,899)

(6,602)

Proceeds from sales of loans held for sale

613,648 

5,745 

Amortization of mortgage servicing rights

1,050 

39 

Impairment of mortgage servicing rights

848 

 --  

Change in fair value of loan-related commitments

490 

 --  

Amortization and accretion of premiums and discounts on

          mortgage-related securities and investment securities

21,912 

2,560 

Depreciation and amortization on premises and equipment

2,583 

2,504 

Amortization of deferred debt issuance costs

147 

129 

Common stock committed to be released for allocation - ESOP

4,338 

3,462 

Amortization of unearned compensation - RRP

1,783 

1,706 

Recognition and Retention Plan shares sold for employee withholding tax purposes

27 

(66)

Changes in:

          Accrued interest receivable

(3,078)

1,961 

          Other assets

(886)

1,098 

          Income taxes payable

(4,782)

670 

          Accounts payable and accrued expenses

4,064 

1,004 

             Net cash provided by operating activities

197,626 

78,287 

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities of investment securities

25,000 

201,350 

Purchases of investment securities

(505,044)

(200,000)

Proceeds from the retirement of capital stock of FHLB

9,476 

 --  

Purchases of capital stock of FHLB

(15,500)

 --  

Principal collected on mortgage-related securities available-

          for-sale

953,465 

249,957 

Purchases of mortgage-related securities available-for-sale

(2,340,718)

(363,521)

Principal collected on mortgage-related securities held-to-

          maturity

1,084,317 

546,106 

Purchases of mortgage-related securities held-to-maturity

(133,318)

(715,898)

Loan originations, net of principal collected

505,193 

(283,561)

Principal collected, net of loans purchased

70,059 

346,939 

Purchases of premises and equipment, net

(4,788)

(3,145)

Proceeds from sales of real estate owned

4,095 

2,043 

             Net cash used in investing activities

(347,763)

(219,730)

<Index>


 

CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid

(35,365)

(10,430)

Excess cash in ESOP due to dividends

(2,706)

 --  

Deposits, net of payments

(113,628)

145,486 

Proceeds from advances from Federal Home Loan Bank

443,000 

20,000 

Repayments on advances from Federal Home Loan Bank

(443,000)

(20,000)

Proceeds from other borrowings

 --  

116,389 

Repayments on other borrowings

(15,261)

(10,174)

Change in advance payments by borrowers for taxes and

          insurance

(20,130)

(20,215)

Acquisitions of treasury stock

(18,526)

(143,219)

Stock options exercised

4,030 

6,136 

             Net cash (used in) provided by financing activities

(201,586)

83,973 

NET DECREASE IN CASH AND CASH EQUIVALENTS:

(351,723)

(57,470)

Beginning of Period

452,341 

153,462 

End of Period

$100,618 

$95,992 

SUPPLEMENTAL SCHEDULE OF NON-CASH

      INVESTING AND FINANCING TRANSACTIONS:

             Loans transferred to real estate owned

$4,839 

$3,551 

             Treasury stock issued to RRP, net of forfeited shares

 --  

$30 

             Equity adjustment for tax effect of RRP shares

$2,403 

$1,485 

             Equity adjustment for tax effect of disqualifying

                 disposition of stock options

$762 

$2,127 

 

 

 

 

See accompanying notes to consolidated interim financial statements.



<Index>


 

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 (the "Company") 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 valuation of mortgage servicing rights and 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 June 2002, the FASB issued Statement on Financial Accounting Standards ("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.

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 statements 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. The interim disclosure provisions are effective for financial statements issued for the quarters ended March 31, 2003 and thereafter and are included herein. The Company's adoption of SFAS No. 148 did not have a significant impact on its consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendments of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments and hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 amends SFAS No. 133 for decisions made (1) as part of the Derivatives Implementation Group process that effectively requires amendment to SFAS No. 133, (2) in connection with other FASB projects dealing with financial instruments, and (3) in connection with implementation issues raised in relation to the application of the definition of a derivative, in particular the meaning of an "underlying", and the characteristics of a derivative that contain financing components. The changes in SFAS No. 149 improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. This statement is generally effectiv e for the Company's quarters beginning after June 30, 2003. The Company does not believe the adoption of SFAS No. 149 will have a significant impact on its consolidated financial statements.


 

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the Company's quarters beginning after June 15, 2003. The Company does not believe the adoption of SFAS No. 150 will have a significant impact on its consolidated financial statements.

In November 2002, the FASB issued Financial Interpretation ("FIN") No. 45 "Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." 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 quarters ending after December 15, 2002 and have been considered herein. The Company's adoption of the recognition and measurement provisions of FIN No. 45 did not have a significant impact on its consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities." FIN No. 46 addresses the consolidation by business enterprises of variable interest entities as defined in the FIN. The objective of FIN No. 46 is to improve financial reporting by companies involved with variable interest entities. The recognition and measurement provisions of FIN No. 46 apply at inception to any variable interest entities formed after January 31, 2003, and becomes effective for existing variable interest entities on the first interim or annual reporting period beginning after June 15, 2003. The Company's adoption of FIN No. 46 is not anticipated to have a significant impact on its consolidated financial statements.

On June 19, 2003, the American Institute of Certified Public Accountants ("AICPA") issued a Proposed Statement of Position ("Proposed SOP") "Allowance for Credit Losses." The Proposed SOP addresses the recognition, measurement and disclosure by creditors of the allowance for credit losses related to all loans, as defined in SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," with certain exceptions as noted in the Proposed SOP. The Proposed SOP provides guidance on how companies should determine the allowance for credit losses in accordance with SFAS No. 5, "Accounting for Contingencies;" SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" (as amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - - Income Recognition and Disclosures"); and FIN No. 14, "Reasonable Estimation of the Amount of a Loss." The effect of initially applying the provisions of this Proposed SOP will be reported as a change in accounting estimate. The provisions of the Proposed SOP are effective for the Company's 2005 fiscal year, with early application permitted. The Company is currently evaluating the impact of applying the provisions of this Proposed SOP on the Company's consolidated financial statements.

3.   Accounting for Stock Based Compensation

The Company has adopted the disclosure requirements of SFAS No. 148. The Company applies the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," as allowed by SFAS Nos. 123 and 148, and related interpretations in accounting for our stock-based compensation plans.

For purposes of the pro forma disclosures required by SFAS No. 148, the estimated fair value of the options is amortized to expense on a straight-line method over the options' vesting period. If the fair value provisions under SFAS No. 123 would have been adopted, compensation expense would have been $10.1 million for the three months ended June 30, 2003 and $10.6 million for the same period last year. Compensation expense for the nine months ended June 30, 2003 would have been $31.0 million and $30.1 million for the same period last year.


 

The following table presents the pro forma impact on earnings and earnings per share.

Three Months Ended

Nine Months Ended

June 30,

June 30,

2003

2002

2003

2002

Net Income

$7,527

$21,069

$49,071

$63,531

Deduct: Total stock-based employee

   compensation expense determined under

   fair value based method for all awards,

   net of related tax effects

204 

204

616 

600 

Pro forma net income

$7,323

$20,865

$48,455

$62,931

Net earnings per share

   Basic-as reported

$0.11

$0.29

$0.70

$0.88

   Basic-pro forma

$0.11

$0.29

$0.69

$0.88

   Diluted-as reported

$0.11

$0.29

$0.68

$0.86

   Diluted-pro forma

$0.10

$0.28

$0.67

$0.85

4.   Dividends

On October 23, 2002 the Company declared a dividend of $0.21 per share which was paid on November 15, 2002 to holders of record as of November 1, 2002.  On November 7, 2002 the Company declared a special year-end dividend of $1.22 per share which was paid on December 6, 2002 to holders of record as of November 22, 2002. On January 21, 2003 the Company declared a dividend of $0.22 per share which was paid on February 21, 2003 to holders of record as of February 7, 2003. On April 23, 2003 the Company declared a dividend of $0.23 per share which was paid on May 16, 2003 to holders of record as of May 2, 2003. At its meeting on July 22, 2003, the Board declared a $0.24 per share dividend to holders of record on August 1, 2003, payable on August 15, 2003.

It is the Board of Directors and management's intent to pay a year-end dividend. The amount of the dividend will be determined after the end of the current fiscal year. No dividend payout ratio has been targeted and one is not currently contemplated. See "Managements Discussion and Analysis - - Capital" for information regarding Capitol Federal Savings Bank's ("Capitol Federal Savings" or the "Bank") ability to pay dividends to the Company.

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

During the quarter ended June 30, 2003 the Bank classified $19.3 million of conforming new 30 year fixed-rate originations of single-family mortgage loans as held for sale. In July 2003, the Bank sold $17.0 million of those loans. The Bank's intent is to sell approximately $30 million of these loans per quarter, depending upon secondary market conditions.

During the six month period ending March 31, 2003, the Bank sold a large portion of its conforming new originations and modifications of single-family fixed-rate mortgage loans into the secondary market. The Bank recognized a gain of $18.2 million, pre-tax, on the sale of $574.6 million of these loans. As a result of these loan sales, the Bank recorded an increase of $5.1 million in its MSR. During the quarter ended June 30, 2003, the Bank did not complete any mortgage loan sales.

6.   Reclassifications

Certain reclassifications have been made to the 2002 consolidated financial statements in order to conform with the 2003 presentation.


 

7.   Earnings Per Share

Basic and diluted earnings per share were $0.11 for the quarter ended June 30, 2003. 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

Nine Months Ended

June 30,

June 30,

2003

2002

2003

2002

Net Income

$7,527

$21,069

$49,071

$63,531