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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 10-Q |
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[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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EXCHANGE ACT OF 1934 |
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For the quarter ended December 31, 2003 |
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OR |
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE |
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ACT OF 1934 |
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For the transition period from _____________________to_____________________ |
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Commission file number 000-25391 |
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CAPITOL FEDERAL FINANCIAL |
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(Exact name of registrant as specified in its charter) |
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United States |
48-1212142 |
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(State or other jurisdiction of incorporation |
(I.R.S. Employer Identification No.) |
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or organization) |
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700 Kansas Avenue, Topeka, Kansas |
66603 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code: (785) 235-1341 |
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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 __. |
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES X NO __ |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest |
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practicable date |
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Common Stock 73,407,478 |
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Class Shares Outstanding |
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as of January 30, 2004 |
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Page |
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Item 1. Financial Statements |
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Consolidated Balance Sheets at December 31, 2003 and September 30, 2003 |
3 |
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Consolidated Statements of Income for the three months ended |
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December 31, 2003 and December 31, 2002 |
4 |
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Consolidated Statement of Stockholders' Equity for the three months ended |
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December 31, 2003 |
5 |
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Consolidated Statements of Cash Flows for the three months ended |
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December 31, 2003 and December 31, 2002 |
6 |
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8 |
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Item 2. Management's Discussion and Analysis of Financial Condition and |
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Results of Operations |
12 |
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Item 3. Quantitative and Qualitative Disclosure about Market Risk |
30 |
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Item 4. Controls and Procedures |
35 |
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PART II -- OTHER INFORMATION |
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Item 1. Legal Proceedings |
36 |
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36 |
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Item 3. Defaults Upon Senior Securities |
36 |
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36 |
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Item 5. Other Information |
36 |
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Item 6. Exhibits and Reports on Form 8-K |
36 |
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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)
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December 31, |
September 30, |
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2003 |
2003 |
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ASSETS: |
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Cash and cash equivalents |
$40,152 |
$41,918 |
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Investment securities held to maturity, at cost (market value of $1,162,318 |
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and $1,046,693) |
1,144,850 |
1,022,412 |
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Mortgage-related securities: |
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Available-for-sale, at market (amortized cost of $1,823,694 and $2,131,553) |
1,819,025 |
2,128,721 |
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Held-to-maturity, at cost (market value of $779,834 and $821,603) |
776,516 |
815,453 |
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Loans receivable held for sale, net |
5,126 |
4,257 |
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Loans receivable, net |
4,337,117 |
4,307,440 |
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Mortgage servicing rights, net |
4,339 |
5,600 |
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Capital stock of Federal Home Loan Bank, at cost |
170,767 |
169,274 |
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Accrued interest receivable |
42,094 |
41,937 |
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Premises and equipment, net |
26,029 |
26,509 |
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Real estate owned, net |
4,933 |
4,046 |
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Income taxes receivable |
7,715 |
10,537 |
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Other assets |
4,778 |
4,712 |
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TOTAL ASSETS |
$8,383,441 |
$8,582,816 |
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LIABILITIES: |
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Deposits |
$4,173,585 |
$4,237,889 |
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Advances from Federal Home Loan Bank |
3,196,642 |
3,200,000 |
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Other borrowings, net |
-- |
81,146 |
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Advance payments by borrowers for taxes and insurance |
9,999 |
38,935 |
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Deferred income taxes payable, net |
7,650 |
8,346 |
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Accounts payable and accrued expenses |
38,242 |
40,055 |
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Total Liabilities |
7,426,118 |
7,606,371 |
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STOCKHOLDERS' EQUITY: |
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Preferred stock ($0.01 par value) 50,000,000 shares |
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authorized; none issued |
-- |
-- |
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Common stock ($0.01 par value) 450,000,000 shares authorized; 91,512,287 |
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shares issued as of December 31, 2003 and September 30, 2003 |
915 |
915 |
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Additional paid-in capital |
403,447 |
401,745 |
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Retained earnings |
875,524 |
896,015 |
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Accumulated other comprehensive loss |
(2,898) |
(1,758) |
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Unearned compensation, Employee Stock Ownership Plan |
(22,335) |
(21,875) |
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Unearned compensation, Recognition and Retention Plan |
(1,142) |
(1,599) |
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Less shares held in treasury (18,118,989 and 18,203,228 shares as of |
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December 31, 2003 and September 30, 2003, at cost) |
(296,188) |
(296,998) |
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Total Stockholders' Equity |
957,323 |
976,445 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$8,383,441 |
$8,582,816 |
See accompanying notes to consolidated interim financial statements.
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For the Three Months Ended |
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December 31, |
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2003 |
2002 |
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INTEREST AND DIVIDEND INCOME: |
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Loans receivable |
$61,828 |
$82,724 |
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Mortgage-related securities |
22,805 |
37,653 |
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Investment securities |
10,013 |
6,652 |
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Cash and cash equivalents |
17 |
823 |
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Capital stock of Federal Home Loan Bank |
1,493 |
1,553 |
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Total interest and dividend income |
96,156 |
129,405 |
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INTEREST EXPENSE: |
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Deposits |
24,996 |
35,719 |
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FHLB Advances |
49,404 |
50,278 |
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Other borrowings |
246 |
950 |
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Total interest expense |
74,646 |
86,947 |
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Net interest and dividend income |
21,510 |
42,458 |
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Provision for loan losses |
-- |
-- |
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Net interest and dividend income after |
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provision for loan losses |
21,510 |
42,458 |
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OTHER INCOME: |
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Retail fees and charges |
3,749 |
4,041 |
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Loan fees |
650 |
670 |
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Insurance commissions |
490 |
499 |
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Gains on sales of loans receivable held for sale |
5 |
17,246 |
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Other, net |
1,036 |
960 |
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Total other income |
5,930 |
23,416 |
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OTHER EXPENSES: |
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Salaries and employee benefits |
11,634 |
10,392 |
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Occupancy of premises |
2,825 |
2,745 |
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Regulatory and other services |
1,093 |
797 |
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Deposit and loan transaction fees |
809 |
1,624 |
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Advertising |
655 |
975 |
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Office supplies and related expenses |
555 |
605 |
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Federal insurance premium |
167 |
193 |
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Other, net |
1,954 |
745 |
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Total other expenses |
19,692 |
18,076 |
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INCOME BEFORE INCOME TAX EXPENSE |
7,748 |
47,798 |
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INCOME TAX EXPENSE |
3,130 |
18,632 |
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NET INCOME |
$4,618 |
$29,166 |
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Basic earnings per share |
$0.06 |
$0.41 |
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Diluted earnings per share |
$0.06 |
$0.40 |
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See accompanying notes to consolidated interim financial statements
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Accumulated |
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Additional |
Other |
Unearned |
Unearned |
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Common |
Paid-In |
Retained |
Comprehensive |
Compensation |
Compensation |
Treasury |
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Stock |
Capital |
Earnings |
Loss |
(ESOP) |
(RRP) |
Stock |
Total |
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Balance at October 1, 2003 |
$915 |
$401,745 |
$896,015 |
($1,758) |
($21,875) |
($1,599) |
($296,998) |
$976,445 |
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Comprehensive Income: |
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Net income |
4,618 |
4,618 |
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Change in unrealized loss on available- |
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for-sale securities, net of deferred income |
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taxes of $696 |
(1,140) |
(1,140) |
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Total comprehensive income |
3,478 |
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Change in Employee Stock Ownership Plan |
1,219 |
(460) |
759 |
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Change in Recognition and Retention Plan |
277 |
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457 |
48 |
782 |
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Stock options exercised |
206 |
2 |
762 |
970 |
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Dividends on common stock to |
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stockholders ($1.31 per share) |
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(25,111) |
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(25,111) |
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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.
CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
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For the Three Months Ended |
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December 31, |
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2003 |
2002 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$4,618 |
$29,166 |
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Adjustments to reconcile net income to net cash provided by |
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operating activities: |
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FHLB stock dividends |
(1,493) |
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Net loan origination fees capitalized |
763 |
4,965 |
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Amortization of net deferred loan origination fees |
(1,082) |
(3,695) |
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Losses on sales of premises and equipment, net |
77 |
26 |
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Gains on sales of real estate owned, net |
(204) |
(69) |
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Gains on sales of loans receivable held for sale |
(5) |
(17,246) |
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Originations of loans held for sale |
(1,111) |
(451,645) |
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Proceeds from sales of loans held for sale |
247 |
557,926 |
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Amortization of mortgage servicing rights |
405 |
264 |
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Impairment of mortgage servicing rights |
815 |
-- |
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Amortization and accretion of premiums and discounts on |
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mortgage-related securities and investment securities |
8,738 |
3,124 |
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Depreciation and amortization on premises and equipment |
1,013 |
824 |
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Amortization of deferred debt issuance costs |
245 |
50 |
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Compensation expense related to ESOP |
1,723 |
1,286 |
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Compensation expense related to RRP |
638 |
594 |
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Changes in: |
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Accrued interest receivable |
(157) |
(7,054) |
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Other assets |
(21) |
(3,721) |
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Income taxes receivable |
3,130 |
18,632 |
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Accounts payable and accrued expenses |
(5,171) |
5,049 |
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Net cash provided by operating activities |
13,168 |
138,476 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from maturities of investment securities |
25,000 |
-- |
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Purchases of investment securities |
(150,000) |
(309,839) |
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Proceeds from the retirement of capital stock of FHLB |
-- |
1,250 |
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Purchases of capital stock of FHLB |
-- |
(15,500) |
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Principal collected on mortgage-related securities available- |
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for-sale |
301,664 |
269,097 |
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Purchases of mortgage-related securities available-for-sale |
-- |
(1,262,515) |
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Principal collected on mortgage-related securities held-to- |
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maturity |
39,457 |
377,472 |
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Purchases of mortgage-related securities held-to-maturity |
(500) |
-- |
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Loan originations, net of principal collected |
(21,700) |
496,575 |
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Loan purchases, net of principal collected |
(10,195) |
28,282 |
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Purchases of premises and equipment, net |
(610) |
(840) |
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Proceeds from sales of real estate owned |
1,850 |
1,488 |
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Net cash provided by (used in) investing activities |
184,966 |
(414,530) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Dividends paid |
(25,111) |
(26,931) |
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Dividends in excess of debt service cost of the ESOP |
(964) |
(2,706) |
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Deposits, net of withdrawals |
(64,304) |
(67,822) |
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Proceeds from advances from Federal Home Loan Bank |
115,000 |
443,000 |
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Repayments on advances from Federal Home Loan Bank |
(115,000) |
(443,000) |
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Repayments on other borrowings |
(81,391) |
(5,087) |
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Change in advance payments by borrowers for taxes and |
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insurance |
(28,936) |
(30,872) |
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Acquisitions of treasury stock |
-- |
(16,537) |
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Stock options exercised |
806 |
1,534 |
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Net cash (used in) financing activities |
(199,900) |
(148,421) |
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NET DECREASE IN CASH AND CASH EQUIVALENTS |
(1,766) |
(424,475) |
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CASH AND CASH EQUIVALENTS: |
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Beginning of Period |
41,918 |
452,341 |
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End of Period |
$ 40,152 |
$ 27,866 |
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SUPPLEMENTAL SCHEDULE OF NON-CASH |
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INVESTING AND FINANCING TRANSACTIONS: |
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Loans transferred to real estate owned |
$ 2,537 |
$ 1,644 |
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Equity adjustment for tax effect of disqualifying |
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disposition of stock options |
$ 164 |
$ 281 |
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Originated mortgage servicing rights recorded in conjunction |
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with the sale of loans held for sale |
$ -- |
$ 4,912 |
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Treasury stock activity related to Recognition and Retention Plan |
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(excluding Recognition and Retention Plan shares sold for |
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employee withholding tax purposes) |
$ 48 |
$ -- |
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Market value adjustment related to fair value hedges: |
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Interest rate swaps |
$ 3,358 |
$ -- |
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Federal Home Loan Bank advances |
$ (3,358) |
$ -- |
See accompanying notes to consolidated interim financial statements.
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.
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Three Months Ended |
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December 31, |
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2003 |
2002 |
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Net Income |
$ 4,618 |
$ 29,166 |
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Add: Stock-based compensation expense included |
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in reported net income |
3,015 |
2,474 |
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Deduct: Total stock-based employee |
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compensation expense determined under |
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fair value based method for all awards, |
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net of related tax effects |
3,263 |
2,692 |
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Pro forma net income |
$ 4,370 |
$ 28,948 |
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Net earnings per share |
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Basic-as reported |
$0.06 |
$0.41 |
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Basic-pro forma |
$0.06 |
$0.41 |
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Diluted-as reported |
$0.06 |
$0.40 |
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Diluted-pro forma |
$0.06 |
$0.40 |
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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:
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December 31, 2003 |
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Paying |
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Maturity |
Notional |
1 Month |
Receiving |
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Date in |
Fair |
Principal |
LIBOR |
Interest |
Interest |
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Fiscal Year |
Value |
Amount |
Rate |
Margin |
Rate |
Rate |
Spread |
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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 |
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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% |
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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.
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Three Months Ended |
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December 31, |
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2003 |
2002 |
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Net Income |
$4,618 |
$29,166 |
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Average common shares outstanding |
69,047,643 |
69,007,351 |
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Average allocated ESOP shares outstanding |
1,008,738 |
807,100 |
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Average vested RRP shares outstanding |
1,026,652 |
769,500 |
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Total basic average common shares |
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