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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 December 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 000-25391

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).                                                                                                                                  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                                                                  73,407,478     

                                        Class                                                            Shares Outstanding

                                                                                                             as of January 30, 2004

 


 

PART I -- FINANCIAL INFORMATION

Page
Number

Item 1.  Financial Statements

 

             Consolidated Balance Sheets at December 31, 2003 and September 30, 2003

3

             Consolidated Statements of Income for the three months ended

 

                  December 31, 2003 and December 31, 2002

4

             Consolidated Statement of Stockholders' Equity for the three months ended

 

                  December 31, 2003

5

             Consolidated Statements of Cash Flows for the three months ended

 

                  December 31, 2003 and December 31, 2002

6

             Notes to Consolidated Interim Financial Statements

8

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

 

                  Results of Operations

12

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

30

Item 4.  Controls and Procedures

35

 

 

PART II -- OTHER INFORMATION

 

Item 1.  Legal Proceedings

36

Item 2.  Changes in Securities and Use of Proceeds

36

Item 3.  Defaults Upon Senior Securities

36

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

36

Item 5.  Other Information

36

Item 6.  Exhibits and Reports on Form 8-K

36

 

 

Signature Page

38


PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)

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

December 31,

September 30,

2003

2003

ASSETS:

Cash and cash equivalents

$40,152 

$41,918 

Investment securities held to maturity, at cost (market value of $1,162,318

        and $1,046,693)

1,144,850 

1,022,412 

Mortgage-related securities:

        Available-for-sale, at market (amortized cost of $1,823,694 and $2,131,553)

1,819,025 

2,128,721 

        Held-to-maturity, at cost (market value of $779,834 and $821,603)

776,516 

815,453 

Loans receivable held for sale, net

5,126 

4,257 

Loans receivable, net

4,337,117 

4,307,440 

Mortgage servicing rights, net

4,339 

5,600 

Capital stock of Federal Home Loan Bank, at cost

170,767 

169,274 

Accrued interest receivable

42,094 

41,937 

Premises and equipment, net

26,029 

26,509 

Real estate owned, net

4,933 

4,046 

Income taxes receivable

7,715 

10,537 

Other assets

4,778 

4,712 

        TOTAL ASSETS

$8,383,441 

$8,582,816 

LIABILITIES:

Deposits

$4,173,585 

$4,237,889 

Advances from Federal Home Loan Bank

3,196,642 

3,200,000 

Other borrowings, net

-- 

81,146 

Advance payments by borrowers for taxes and insurance

9,999 

38,935 

Deferred income taxes payable, net

7,650 

8,346 

Accounts payable and accrued expenses

38,242 

40,055 

        Total Liabilities

7,426,118 

7,606,371 

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 December 31, 2003 and September 30, 2003

915 

915 

Additional paid-in capital

403,447 

401,745 

Retained earnings

875,524 

896,015 

Accumulated other comprehensive loss

(2,898)

(1,758)

Unearned compensation, Employee Stock Ownership Plan

(22,335)

(21,875)

Unearned compensation, Recognition and Retention Plan

(1,142)

(1,599)

Less shares held in treasury (18,118,989 and 18,203,228 shares as of

       December 31, 2003 and September 30, 2003, at cost)

(296,188)

(296,998)

           Total Stockholders' Equity

957,323 

976,445 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$8,383,441 

$8,582,816 

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


 

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

For the Three Months Ended

December 31,

2003

2002

INTEREST AND DIVIDEND INCOME:

Loans receivable

$61,828

$82,724

Mortgage-related securities

22,805

37,653

Investment securities

10,013

6,652

Cash and cash equivalents

17

823

Capital stock of Federal Home Loan Bank

1,493

1,553

     Total interest and dividend income

96,156

129,405

INTEREST EXPENSE:

Deposits

24,996

35,719

FHLB Advances

49,404

50,278

Other borrowings

246

950

     Total interest expense

74,646

86,947

 

 

Net interest and dividend income

21,510

42,458

Provision for loan losses

--

--

     Net interest and dividend income after

       provision for loan losses

21,510

42,458

OTHER INCOME:

Retail fees and charges

3,749

4,041

Loan fees

650

670

Insurance commissions

490

499

Gains on sales of loans receivable held for sale

5

17,246

Other, net

1,036

960

     Total other income

5,930

23,416

OTHER EXPENSES:

Salaries and employee benefits

11,634

10,392

Occupancy of premises

2,825

2,745

Regulatory and other services

1,093

797

Deposit and loan transaction fees

809

1,624

Advertising

655

975

Office supplies and related expenses

555

605

Federal insurance premium

167

193

Other, net

1,954

745

     Total other expenses

19,692

18,076

 

 

INCOME BEFORE INCOME TAX EXPENSE

7,748

47,798

INCOME TAX EXPENSE

3,130

18,632

NET INCOME

$4,618

$29,166

Basic earnings per share

$0.06

$0.41

Diluted earnings per share

$0.06

$0.40

See accompanying notes to consolidated interim financial statements.

<Index>


CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
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

Loss

(ESOP)

(RRP)

Stock

Total

Balance at October 1, 2003

$915

$401,745

$896,015 

($1,758)

($21,875)

($1,599)

($296,998)

$976,445 

Comprehensive Income:

   Net income

4,618 

4,618 

   Change in unrealized loss on available-

   for-sale securities, net of deferred income

   taxes of $696

(1,140)

(1,140)

Total comprehensive income

3,478 

Change in Employee Stock Ownership Plan

1,219

(460)

759 

Change in Recognition and Retention Plan

277

 

457 

48 

782 

Stock options exercised

206

762 

970 

Dividends on common stock to

   stockholders ($1.31 per share)

 

 

(25,111)

 

 

 

 

(25,111)

Balance at December 31, 2003

$915

$403,447

$875,524 

($2,898)

($22,335)

($1,142)

($296,188)

$957,323 

 

See accompanying notes to consolidated interim financial statements.









<Index>

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

For the Three Months Ended

December 31,

2003

2002

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$4,618 

$29,166 

Adjustments to reconcile net income to net cash provided by

  operating activities:

  FHLB stock dividends

(1,493)

  Net loan origination fees capitalized

763 

4,965 

  Amortization of net deferred loan origination fees

(1,082)

(3,695)

  Losses on sales of premises and equipment, net

77 

26 

  Gains on sales of real estate owned, net

(204)

(69)

  Gains on sales of loans receivable held for sale

(5)

(17,246)

  Originations of loans held for sale

(1,111)

(451,645)

  Proceeds from sales of loans held for sale

247 

557,926

  Amortization of mortgage servicing rights

405 

264 

  Impairment of mortgage servicing rights

815 

-- 

  Amortization and accretion of premiums and discounts on

          mortgage-related securities and investment securities

8,738 

3,124 

  Depreciation and amortization on premises and equipment

1,013 

824 

  Amortization of deferred debt issuance costs

245 

50 

  Compensation expense related to ESOP

1,723 

1,286 

  Compensation expense related to RRP

638 

594 

  Changes in:

          Accrued interest receivable

(157)

(7,054)

          Other assets

(21)

(3,721)

          Income taxes receivable

3,130 

18,632 

          Accounts payable and accrued expenses

(5,171)

5,049 

             Net cash provided by operating activities

13,168 

138,476 

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities of investment securities

25,000 

-- 

Purchases of investment securities

(150,000)

(309,839)

Proceeds from the retirement of capital stock of FHLB

-- 

1,250 

Purchases of capital stock of FHLB

-- 

(15,500)

Principal collected on mortgage-related securities available-

          for-sale

301,664 

269,097 

Purchases of mortgage-related securities available-for-sale

-- 

(1,262,515)

Principal collected on mortgage-related securities held-to-

          maturity

39,457 

377,472 

Purchases of mortgage-related securities held-to-maturity

(500)

-- 

Loan originations, net of principal collected

(21,700)

496,575 

Loan purchases, net of principal collected

(10,195)

28,282 

Purchases of premises and equipment, net

(610)

(840)

Proceeds from sales of real estate owned

1,850 

1,488 

             Net cash provided by (used in) investing activities

184,966 

(414,530)

<Index>

 


CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid

(25,111)

(26,931)

Dividends in excess of debt service cost of the ESOP

(964)

(2,706)

Deposits, net of withdrawals

(64,304)

(67,822)

Proceeds from advances from Federal Home Loan Bank

115,000 

443,000 

Repayments on advances from Federal Home Loan Bank

(115,000)

(443,000)

Repayments on other borrowings

(81,391)

(5,087)

Change in advance payments by borrowers for taxes and

          insurance

(28,936)

(30,872)

Acquisitions of treasury stock

--

(16,537)

Stock options exercised

806 

1,534 

             Net cash (used in) financing activities

(199,900)

(148,421)

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

(1,766)

(424,475)

CASH AND CASH EQUIVALENTS:

Beginning of Period

41,918 

452,341 

End of Period

$    40,152 

$     27,866 

SUPPLEMENTAL SCHEDULE OF NON-CASH

      INVESTING AND FINANCING TRANSACTIONS:

             Loans transferred to real estate owned

$      2,537 

$       1,644 

             Equity adjustment for tax effect of disqualifying

                 disposition of stock options

$         164 

$          281 

             Originated mortgage servicing rights recorded in conjunction

                 with the sale of loans held for sale

$            -- 

$       4,912 

             Treasury stock activity related to Recognition and Retention Plan

                 (excluding Recognition and Retention Plan shares sold for

                 employee withholding tax purposes)

$           48 

$             -- 

             Market value adjustment related to fair value hedges:

                 Interest rate swaps

$      3,358 

$            -- 

                 Federal Home Loan Bank advances

$    (3,358)

$            -- 

 

 

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 subsidiary (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 2003 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. While management believes that these allowances are adequate, future additions to the allowances may be necessary based on changes in economic conditions.

All dollar amounts are in thousands except per share data, unless otherwise indicated.


 

2.   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, salary and employee benefit expense would have been $12.0 million for the three months ended December 31, 2003 and $10.8 million for the same period last year.

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

Three Months Ended

December 31,

2003

2002

Net Income

$    4,618

$   29,166

Add:  Stock-based compensation expense included

          in reported net income

3,015

2,474

Deduct:  Total stock-based employee

          compensation expense determined under

          fair value based method for all awards,

          net of related tax effects

3,263

2,692

Pro forma net income

$    4,370

$   28,948

Net earnings per share

   Basic-as reported

$0.06

$0.41

   Basic-pro forma

$0.06

$0.41

   Diluted-as reported

$0.06

$0.40

   Diluted-pro forma

$0.06

$0.40

3.   Dividends

On October 29, 2003, the Board approved an increase in the quarterly dividend to $0.50 per share which was paid on November 21, 2003 to holders of record as of November 7, 2003. On November 10, 2003, the Board approved a year end dividend of $0.81 per share, payable on December 5, 2003 to holders of record on November 21, 2003. On January 27, 2004, the Board approved a dividend of $0.50 per share which will be paid on February 20, 2004 to holders of record as of February 6, 2004.

After a review of the dividend policy, the Board adjusted its policy for calendar year 2004 to intend to pay its total dividend in four equal quarterly installments. No dividend payout ratio has been targeted and one is not currently contemplated. See "Management's Discussion and Analysis - Capital" for information regarding Capitol Federal Savings Bank's ("Capitol Federal Savings" or the "Bank") ability to pay capital distributions to the Company.

4.   Gain on the Sales of Mortgage Loans Held for Sale

During the quarter ended December 31, 2003, the Bank did not complete any mortgage loan sales.During the same quarter in the previous fiscal year, a total of $544.0 million in fixed rate single family loans, originated at historically low interest rates, were sold into the secondary market. The Bank recognized a gain of $17.2 million, pre-tax, on the sale of these loans. As a result of retaining servicing rights on these mortgage loan sales, the Bank recorded an increase of $4.9 million in its mortgage servicing rights.


 

5.   Interest Rate Swap Agreements

On December 15, 2003, the Bank entered into interest rate swap agreements with a notional amount of $800.0 million. The Bank is utilizing the interest rate swaps to reduce the interest expense associated with some Federal Home Loan Bank ("FHLB") advances and to modify its interest rate risk profile. The Bank has agreed to receive interest from counterparties on the $800.0 million notional amount at a fixed rate matching the hedged FHLB advances and to pay interest at a variable rate indexed to the one month LIBOR rate plus an average spread of 248 basis points during the entire term of the interest rate swap and remaining term of the hedged FHLB advances. As a result of these interest rate swaps, the interest rate on the $800.0 million of hedged FHLB advances at December 31, 2003 was effectively reduced from 6.16% to 3.63%. The decrease in the interest rate equates to an $853 thousand decrease in interest expense during the quarter ended December 31, 2003.

The interest rate swaps are designated and qualify as fair value hedges under SFAS No. 133. The Bank has assumed no ineffectiveness in the hedging relationship as all the terms in the interest rate swap agreements match the terms of the FHLB advances. The Bank is accounting for the interest rate swap agreements using the shortcut method, whereby, any gain or loss in the fair value on the interest rate swaps is offset by a gain or loss on the hedged FHLB advances. The fair value of the hedged FHLB advances will generally decrease when interest rates rise and increase when interest rates fall. The fair value of the Bank's interest rate swap agreements are estimated by discounting anticipated cashflows associated with the receive-fixed rate component of the swap and the pay-variable rate component of the swap over the remaining contractual terms of each swap. The pay-variable rate component cash flows are estimated using forward interest rate curves for the one month LIBOR as of December 31, 2003. The fair v alue of the interest rate swaps at December 31, 2003 was $3.4 million, which resulted in a decrease of $3.4 million in the hedged FHLB advances at December 31, 2003.

The effect of the interest rate swaps on our interest rate risk profile results in an increase in our net portfolio value (See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosure about Market Risk" in the Annual Report to Stockholders attached as Exhibit 13 to our Annual Report on Form 10-K for the year ended September 30, 2003) in a constant and decreasing rate environment and increases our relative exposure in increasing rate environments. While we have the ability to enter into interest rate swaps of a greater notional amount, management believes that this amount is adequate at this time to effect the changes to earnings and risk management objectives desired.

The FHLB advances selected for the interest rate swaps have maturities ranging from May 2008 to August 2010. Information on the interest rate swaps, by maturity date, is as follows:

 

December 31, 2003

Paying

Maturity

Notional

1 Month

Receiving

Date in

Fair

Principal

LIBOR

Interest

Interest

Fiscal Year

Value

Amount

Rate

Margin

Rate

Rate

Spread

2008

$     (432)

$  225,000

1.15%

2.41%

3.56%

5.68%

2.12%

2009

(923)

175,000

1.15   

2.53   

3.68   

6.28   

2.60   

2010

(2,003)

400,000

1.15   

2.50   

3.65   

6.38   

2.73   

$  (3,358)

$  800,000

1.15%

2.48%

3.63%

6.16%

2.53%

 


6.   Earnings Per Share

Basic and diluted earnings per share were both $0.06 for the quarter ended December 31, 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 denominators of the basic and diluted earnings per share calculations.

Three Months Ended

December 31,

2003

2002

Net Income

$4,618

$29,166

Average common shares outstanding

69,047,643

69,007,351

Average allocated ESOP shares outstanding

1,008,738

807,100

Average vested RRP shares outstanding

1,026,652

769,500

Total basic average common shares