Back to GetFilings.com



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 quarterly period ended December 31, 2004

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                                                                   74,111,391     

                                        Class                                                            Shares Outstanding

                                                                                                             as of January 28, 2005


PART I -- FINANCIAL INFORMATION

Page

Number

Item 1.  Financial Statements (Unaudited):

 

             Consolidated Balance Sheets at December 31, 2004 and September 30, 2004

3

             Consolidated Statements of Income for the three months ended

 

                  December 31, 2004 and December 31, 2003

4

             Consolidated Statement of Stockholders' Equity for the three months ended

 

                  December 31, 2004

5

             Consolidated Statements of Cash Flows for the three months ended

 

                  December 31, 2004 and December 31, 2003

6

             Notes to Consolidated Interim Financial Statements

8

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

 

                  Results of Operations

10

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

32

Item 4.  Controls and Procedures

41

 

 

PART II -- OTHER INFORMATION

 

Item 1.  Legal Proceedings

42

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

42

Item 3.  Defaults Upon Senior Securities

42

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

43

Item 5.  Other Information

43

Item 6.  Exhibits

43

 

 

Signature Page

44

2


 

PART I -- FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)

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

December 31,

September 30,

2004

2004

ASSETS:

Cash and cash equivalents

$    111,047 

$    171,526 

Investment securities held-to-maturity, at cost (market value of $591,314

        and $645,601)

587,814 

638,079 

Mortgage-related securities:

        Available-for-sale, at market (amortized cost of $1,072,144 and $1,204,994)

1,070,743 

1,201,800 

        Held-to-maturity, at cost (market value of $1,560,422 and $1,443,168)

1,562,170 

1,446,908 

Loans receivable held for sale, net 

3,929 

3,425 

Loans receivable, net (less allowance for loan losses of $4,473 and $4,495)

4,894,863 

4,747,228 

Mortgage servicing rights, net

3,041 

3,340 

Capital stock of Federal Home Loan Bank ("FHLB"), at cost

175,962 

174,126 

Accrued interest receivable

35,115 

39,648 

Premises and equipment, net

23,967 

24,504 

Real estate owned, net

3,382 

4,249 

Deferred income taxes, net

67,099 

74,665 

Other assets

10,418 

11,538 

        TOTAL ASSETS

$8,549,550 

$8,541,036 

LIABILITIES:

 

Deposits

$4,150,573 

$4,127,472 

Advances from FHLB

3,443,251 

3,449,429 

Other borrowings, net

53,367 

53,348 

Advance payments by borrowers for taxes and insurance

12,903 

40,829 

Income taxes payable

3,877 

3,674 

Accounts payable and accrued expenses

38,730 

33,870 

        Total Liabilities

7,702,701 

7,708,622 

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, 2004 and September 30, 2004

915 

915 

Additional paid-in capital

413,511 

412,126 

Unearned compensation, Employee Stock Ownership Plan ("ESOP")

(18,199)

(20,772)

Unearned compensation, Recognition and Retention Plan ("RRP")

(251)

(276)

Retained earnings

743,853 

735,306 

Accumulated other comprehensive loss

(870)

(1,983)

Less shares held in treasury (17,439,196 and 17,521,486 shares as of

       December 31, 2004 and September 30, 2004, at cost)

(292,110)

(292,902)

           Total Stockholders' Equity

846,849 

832,414 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$8,549,550 

$8,541,036 

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

3


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

For the Three Months Ended

December 31,

2004

2003

INTEREST AND DIVIDEND INCOME:

Loans receivable

$65,723

$61,828

Mortgage-related securities

24,271

22,805

Investment securities

7,745

10,013

Capital stock of FHLB

1,836

1,493

Cash and cash equivalents

209

17

     Total interest and dividend income

99,784

96,156

INTEREST EXPENSE:

Deposits

23,072

24,996

FHLB advances

34,456

49,404

Other borrowings

670

246

     Total interest expense

58,198

74,646

 

 

NET INTEREST AND DIVIDEND INCOME

41,586

21,510

PROVISION FOR LOAN LOSSES

--

--

    NET INTEREST AND DIVIDEND INCOME

       AFTER PROVISION FOR LOAN LOSSES

41,586

21,510

OTHER INCOME:

Retail fees and charges

3,808

3,678

Loan fees

558

650

Insurance commissions

400

490

Other, net

1,065

1,041

     Total other income

5,831

5,859

OTHER EXPENSES:

Salaries and employee benefits

10,122

11,634

Occupancy of premises

3,226

2,825

Deposit and loan transaction fees

1,004

809

Regulatory and other services

977

1,093

Advertising

775

655

Other, net

1,499

2,605

     Total other expenses

17,603

19,621

INCOME BEFORE INCOME TAX EXPENSE

29,814

7,748

INCOME TAX EXPENSE

11,241

3,130

NET INCOME

$18,573

$4,618

Basic earnings per share

$   0.26

$  0.06

Diluted earnings per share

$   0.25

$  0.06

Dividends declared per public share

$   0.50

$  1.31

Weighted Average Number of Common Shares Outstanding:

     Basic

72,227

71,083

     Diluted

73,004

72,644

See accompanying notes to consolidated interim financial statements.

4


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

Accumulated

Additional

Unearned

Unearned

Other

Common

Paid-In

Compensation

Compensation

Retained

Comprehensive

Treasury

Stock

Capital

(ESOP)

(RRP)

Earnings

Income (Loss)

Stock

Total

Balance at October 1, 2004

$915 

$412,126 

$ (20,772)

$ (276)

$735,306 

$ (1,983)

$ (292,902)

$832,414 

Comprehensive income:

   Net income

         18,573 

18,573 

   Changes in unrealized gains/losses on

   available-for-sale securities, net of deferred

   income taxes of $680

1,113 

1,113 

Total comprehensive income

19,686 

Tax benefit of market value change in vested

  RRP shares

16 

16 

Common stock committed to be released for

  allocation - ESOP

1,229 

504 

1,733 

Amortization of unearned compensation - RRP

25 

25 

Dividends in excess of debt service cost - ESOP

2,069 

2,069 

Stock options exercised

140 

792 

932 

Dividends on common stock to

   stockholders ($0.50 per public share)

 

 

 

 

(10,026)

 

 

(10,026)

Balance at December 31, 2004

$915 

$413,511 

$ (18,199)

$ (251)

$743,853 

$  (870)

$ (292,110)

$846,849 

 

 

See accompanying notes to consolidated interim financial statements.





5





<Index>

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

For the Three Months Ended

December 31,

2004

2003

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$       18,573 

$         4,618 

Adjustments to reconcile net income to net cash provided by

  operating activities:

  FHLB stock dividends

(1,836)

(1,493)

  Net loan origination fees (costs) capitalized

(851)

763 

  Amortization of net deferred loan origination fees

(865)

(1,082)

  Losses on sales of premises and equipment, net

37 

77 

  Gains on sales of real estate owned, net

(307)

(204)

  Gains on sales of loans receivable held for sale

(5)

(5)

  Originations of loans receivable held for sale

(990)

(1,111)

  Proceeds from sales of loans receivable held for sale

491 

247 

  Amortization of mortgage servicing rights

299 

405 

  Impairment of mortgage servicing rights

 --  

815 

  Amortization and accretion of premiums and discounts on

          mortgage-related securities and investment securities

3,677 

8,738 

  Depreciation and amortization of premises and equipment

1,031 

1,013 

  Amortization of deferred debt issuance costs

19 

245 

  Common stock committed to be released for allocation - ESOP

1,733 

1,723 

  Amortization of unearned compensation - RRP

25 

638 

  Changes in:

          Accrued interest receivable

4,533 

(157)

          Other assets

923 

(21)

          Income taxes payable/receivable and deferred income taxes

7,240 

3,130 

          Accounts payable and accrued expenses

(1,129)

(5,171)

             Net cash provided by operating activities

32,598 

13,168 

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities or calls of investment securities

50,000 

25,000 

Purchases of investment securities

 --  

(150,000)

Principal collected on mortgage-related securities available-for-sale

130,006 

301,664 

Principal collected on mortgage-related securities held-to-maturity

79,195 

39,457 

Purchases of mortgage-related securities held-to-maturity

(195,025)

(500)

Loan originations, net of principal collected

(12,066)

(21,700)

Loan purchases, net of principal collected

(135,451)

(10,195)

Purchases of premises and equipment, net

(531)

(610)

Proceeds from sales of real estate owned

2,780 

1,850 

             Net cash (used in) provided by investing activities

(81,092)

184,966 

 

(Continued)





6


CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid

(10,026)

(25,111)

Change in dividends in excess of debt service cost of the ESOP

2,069 

(964)

Deposits, net of withdrawals

23,101 

(64,304)

Proceeds from advances from FHLB

90,000 

448,000 

Repayments on advances from FHLB

(90,000)

(448,000)

Repayments on other borrowings

 --  

(81,391)

Change in advance payments by borrowers for taxes and insurance

(27,926)

(28,936)

Stock options exercised

797 

806 

             Net cash used in financing activities

(11,985)

(199,900)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(60,479)

(1,766)

CASH AND CASH EQUIVALENTS:

Beginning of period

171,526 

41,918 

End of period

$     111,047 

$         40,152 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

      Income tax payments

$         4,000 

 

$                --  

      Interest payments, net of interest credited to deposits

$       37,443 

$         52,874 

SUPPLEMENTAL DISCLOSURE OF NON-CASH

      INVESTING AND FINANCING ACTIVITIES:

      Loans transferred to real estate owned

$         1,598 

$           2,537 

      Loan modifications and refinances

$       91,140 

$         86,442 

      Tax effect of employee premature disposal of stock options

$            135 

$              164 

      Treasury stock activity related to RRP

            (excluding RRP shares sold for employee withholding tax purposes)

$              --  

$                48 

      Tax effect of RRP share transactions

$              16 

$              144 

      Market value change related to fair value hedge:

            Interest rate swaps hedging FHLB advances

$         6,178 

$           3,358 



(Concluded)



See accompanying notes to consolidated interim financial statements



7



<Index>

Notes to Consolidated Interim Financial Statements

1.   Basis of Financial Statement Presentation

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 2004 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, derivative instruments 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 and other factors. See "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - - "Critical Accounting Policies."

The Company is the sole shareholder of Capitol Federal Savings Bank (the "Bank"). The Company's majority shareholder is Capitol Federal Savings Bank MHC ("MHC"), a federally chartered mutual holding company.

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

2.   Recent Accounting Pronouncements

In December, 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") 123(R), "Share-Based Payment". SFAS 123(R) amends SFAS 123, "Accounting for Stock-Based Compensation" and superseded Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123(R) requires companies to recognize all share-based payments, which include stock options and restricted stock, in compensation expense over the requisite service period of the share-based payment award. The fair value of a share-based payment award will be computed on the grant date and cannot be remeasured in future periods. Additionally, forfeitures will need to be estimated on the grant date and subsequent revisions to forfeitures should be reported as a cumulative effect of a change in accounting estimate in the period in which the revision occurs. Modified share-based payment awards will be treated as an exchange of the original award for a new award. The incremental fair value of the modified award will be recorded as compensation expense on the date of the modification or over the remaining requisite service period. SFAS 123(R) also requires significant additional disclosures for share-based payment awards. SFAS 123(R) is effective for share-based payment awards granted, modified or settled after the first reporting period beginning after June 15, 2005. The Company has not completed the process of evaluating the impact of SFAS 123(R) on its consolidated financial statements.

3.   Accounting for Stock Based Compensation

The Company applies the recognition and measurement principles of APB Opinion No. 25, as allowed by SFAS No. 123 and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," 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 $10.2 million for the three months ended December 31, 2004 and $12.0 million for the same period last year.

8


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

Three Months Ended

December 31,

2004

2003

Net income

$18,573

$4,618

Add:  Stock-based compensation expense included

          in reported net income, net of related tax effects

16

380

Deduct:  Total stock-based employee

          compensation expense determined under

          fair value based method for all awards,

          net of related tax effects

48

628

Pro forma net income

$18,541

$4,370

Net earnings per share:

   Basic-as reported

$0.26

$0.06

   Basic-pro forma

$0.26

$0.06

   Diluted-as reported

$0.25

$0.06

   Diluted-pro forma

$0.25

$0.06

9


4.   Earnings Per Share

For the quarter ended December 31, 2004, basic earnings per share were $0.26 and diluted earnings per share were $0.25. The Company accounts for the 3,024,574 shares acquired by its ESOP in accordance with Statement of Position ("SOP") 93-6 and the shares acquired for its 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

December 31,

2004

2003

Net income

$18,573

$4,618

Average common shares outstanding

72,226,139

71,082,485

Average committed ESOP shares outstanding

548

548

Total basic average common shares outstanding

72,226,687

71,083,033

Effect of dilutive RRP shares

2,698

225,459

Effect of dilutive stock options

774,600

1,335,626

Total diluted average common shares outstanding

73,003,985

72,644,118

Net earnings per share:

     Basic

$0.26

$0.06

     Diluted

$0.25

$0.06

5.   Reclassifications

Certain reclassifications have been made to the fiscal 2004 consolidated financial statements in order to conform to the fiscal 2005 presentation.

 

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

Capitol Federal Financial, and its wholly-owned subsidiary, Capitol Federal Savings Bank, may from time to time make written or oral "forward-looking statements", including statements contained in the Company's filings with the Securities and Exchange Commission ("SEC"). These forward-looking statements may be included in this Quarterly Report on Form 10-Q and the exhibits attached to it, in the Company's reports to stockholders and in other communications by the Company, which are made in good faith by us pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond our control. The words "may", "could", "should", "would", "believe", "anticipate", "estimate", "expect", "intend", "plan" and similar expressions are intended to identify forward-looking statements. The following factors, among others, could cause our future results to differ materially from the plans, objectives, goals, expectations, anticipations, estimates and intentions expressed in the forward-looking statements:

10

This list of important factors is not all inclusive. We do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company or the Bank.

The following discussion is intended to assist in understanding the financial condition and results of operations of the Company. The discussion includes comments relating to the Bank, since the Bank is wholly owned by the Company and comprises the majority of assets and principal source of income for the Company.

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

Executive Summary

Our principal business consists of attracting deposits from the general public and investing those funds primarily in permanent loans secured by first mortgages on owner-occupied, one- to four-family residences. We also originate consumer loans, loans secured by first mortgages on nonowner-occupied one- to four-family residences, permanent and construction loans secured by commercial real estate and multi-family real estate loans. While our primary business is the origination of one- to four-family residential mortgage loans funded through retail deposits, we also purchase whole loans and invest in certain investment and mortgage-related securities using FHLB advances as a funding source.

The Company is significantly affected by prevailing economic conditions including federal monetary and fiscal policies and federal regulation of financial institutions. Deposit balances are influenced by a number of factors including interest rates paid on competing personal investments, the level of personal income and the personal rate of savings within our market areas. Lending activities are influenced by the demand for housing and other loans, as well as interest rate pricing competition from other lending institutions. The primary sources of funds for lending activities include deposits, loan and investment repayments, borrowings and funds provided from operations.

The Company's results of operations are primarily dependent on net interest income, which is the difference between the interest earned on loans, mortgage-related securities and investments and the interest paid on deposits and borrowings. We generally price our loan and deposit products based upon an analysis of our competition and changes in market rates. While we do not explicitly price our products at a margin to a specific market rate or index, our products do tend to be priced at a margin to general market rates or indices. While national market rates change constantly, and rates offered by competitors with nationwide delivery channels may change during a business day, our offered rates generally remain available to customers for up to a week on deposit products and several days to a week on loan products. Our one- to four-family residential mortgage loans are generally priced based upon the 10 year Treasury rate while the rates on our deposits are generally priced based upon short-term Treasury int erest rates. The majority of our loans are fixed-rate products with maturities up to 30 years, while the majority of our deposits have maturity or repricing dates of less than 2 years.

The spread between long-term and short-term interest rates have a direct impact on our net interest margin. Long-term interest rates were slightly higher at December 31, 2004 than at September 30, 2004. Short-term interest rates (one year and shorter maturities) increased during the quarter due to the 50 basis point increase in the Federal Funds rate by the Federal Reserve Board. The spread between the two and five year treasuries continued to narrow during the quarter. The narrowing of the spread between short-term and long-term interest rates resulted in a flattening of the yield curve. There is a timing lag between the change in market interest rates and when we change the pricing of our products and the timing of the cash flows of our interest-earning assets and interest-bearing liabilities. This lag may allow our net interest margin to improve for a period of time even when the yield curve is flattening. See additional discussion in "Item 3. Quantitative and Qualitative Disclosure About Market Risk."

11


Changes in interest rates affect the prepayment activity on our mortgage-related assets, which has a direct impact on the yields of our interest-earning assets. Generally, prepayments increase during periods of decreasing long-term interest rates and decrease during periods of increasing long-term interest rates. When prepayments increase, the yield earned on our mortgage-related assets decrease as prepayments received are reinvested at the then current lower market interest rates and there is generally an increase in net premium amortization. During fiscal year 2004 and continuing into fiscal year 2005, prepayment activity slowed compared to fiscal year 2003 due to the general increase in long-term interest rates. This generally had a positive impact on our net interest margin. During the current quarter, the Bank purchased $195.0 million of mortgage-related securities, classified as held-to-maturity, and $170.2 million of mortgage loans.

Unlike the previous two quarters, the Bank purchased more mortgage-related securities than mortgage loans during the current quarter. The nationwide lender that had been the Bank's primary supplier of mortgage loans was acquired by another company during the current quarter, resulting in a decrease in the volume of mortgage loans purchased by the Bank. Management intends to continue to purchase mortgage loans in future periods, but the volume is dependent upon the pricing and quality of the loans supplied by other lenders.

During July 2004, the Bank refinanced its outstanding FHLB advances that were not hedged by interest rate swaps. The average rate on the new FHLB advances is 3.78%. By refinancing the advances, the Bank lowered the interest expense on FHLB advances by $12.4 million during the quarter ended December 31, 2004 compared to the same quarter in the prior year. The Bank is utilizing interest rate swaps on certain FHLB advances ("swapped FHLB advances") with a notional amount of $800.0 million to modify its interest rate risk profile and reduce interest expense. The Bank receives interest from counterparties at a fixed rate, matching the amounts paid by the Bank on the swapped FHLB advances, and pays interest at a variable rate indexed to the one month LIBOR rate plus an average spread of 248 basis points.

We expect to grow our balance sheet in future periods primarily through the origination and purchase of mortgage loans and purchasing investment and mortgage-related securities as a supplement to our mortgage loan activity. The primary funding of our growth is expected to come through deposits by continuing to offer products at competitive rates. In November 2004, management implemented a more competitive pricing strategy for certain certificates of deposit and money market tiers. The increased rates offered on these certificates of deposit and our money market product is in part an effort to reverse the trend in the loss of certificates experienced in the past two years when rates were falling. Our growth will be dependent primarily on the level of our offered savings rates compared to those of our competitors, as well as the willingness of both new and existing customers to invest in our savings products compared to alternative investments. We expect that our competitors will also increase rates, though not necessarily to compete directly with us, but in response to the general increase in short term rates experienced since the Federal Reserve began increasing the Federal Funds rate. Management reviews deposit flows, loan demand, cash levels and changes in all market rates to assess all pricing strategies on a weekly basis.

We opened a new traditional branch in October 2004 in Manhattan, Kansas, increasing the total number of branches to 37 at December 31, 2004 We will continue to explore branch expansion opportunities in the future.

Critical Accounting Policies

Our policies with respect to the methodologies used to determine the allowance for loan losses, the valuation of mortgage servicing rights and our policy regarding derivative instruments are our most critical accounting policies because they are important to the presentation of our financial condition and results of operations, involve a higher degree of complexity and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions and estimates could cause reported results to differ materially. These critical accounting policies and their application are reviewed at least annually with our Audit Committee and Board of Directors. Following is a description of our critical accounting policies and an explanation of the methods and assumptions underlying their application.

12


Allowance for Loan Losses. We maintain an allowance for loan losses to absorb losses known and inherent in the loan portfolio based upon ongoing, quarterly assessments of the loan portfolio. Our methodology for assessing the appropriateness of the allowance consists of several key elements, which include a formula allowance, specific allowances for identified problem loans and portfolio segments and economic conditions that may lead to credit risk concerns about the loan portfolio or segments of the loan portfolio. In addition, the allowance incorporates the results of measuring impaired loans as provided in SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures." These accounting standards prescribe the measurement methods, income recognition and disclosures related to impaired loans.

The formula allowance is calculated by applying loss factors to outstanding loans based on the internal risk evaluation of such loans or pools of loans. Changes in risk evaluations of both performing and non-performing loans affect the amount of the formula allowance. Loss factors are based both on our historical loss experience and on significant factors that, in management's judgment, affect the collectibility of the portfolio as of the evaluation date. One- to four-family residential loans and consumer loans are collectively evaluated for impairment. Loans on residential properties with greater than four units, loans on construction and development and commercial properties that are delinquent or the borrower's total loan concentration balance is greater than $1.5 million are evaluated for impairment on a loan by loan basis. Loan loss factors for portfolio segments are representative of the credit risks associated with loans in those segments. The greater the credit risks associated with a particular s egment, the greater the loss factor. Loss factors increase within each portfolio segment as loans become classified, delinquent, the foreclosure process begins or as e