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, 1999
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 small business issuer as specified in its charter)
United States 48-1212142
- ---------------------------------------- --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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 issuer (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 issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Transitional Small Business Format: Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock 87,888,787
------------ -----------------------
Class Shares Outstanding
as of February 14, 2000
1
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<TABLE>
<CAPTION>
FORM 10-Q
Capitol Federal Financial
INDEX
Page
PART I -- FINANCIAL INFORMATION Number
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at December 31, 1999 and September 30, 1999 3
Consolidated Statements of Income for the three months ended 4
December 31, 1999 and December 31, 1998
Consolidated Statement of Stockholders' Equity for the three months ended 5
December 31, 1999
Consolidated Statements of Cash Flows for the three months ended 6
December 31, 1999 and December 31, 1998
Notes to Consolidated Interim Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signature Page 18
</TABLE>
2
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<TABLE>
<CAPTION>
PART 1 -- FINANCIAL INFORMATION
CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1999 1999
--------------------- -------------------
(Unaudited)
(dollars in thousands)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 62,437 $ 22,275
Investment securities held to maturity (market value of $14,514
and $14,574) 15,100 15,100
Capital stock of Federal Home Loan Bank 96,367 68,336
Mortgage-related securities:
Available-for-sale 1,052,313 1,136,776
Held-to-maturity (market value of $1,297,887 and $914,820) 1,301,879 939,492
Loans held for sale, net 4,971 3,651
Loans receivable, net 4,532,747 4,291,288
Premises and equipment, net 24,511 24,046
Real estate owned, net 1,239 1,073
Accrued interest receivable 34,715 32,845
Other assets 3,501 4,433
---------- ----------
TOTAL ASSETS $7,129,780 $6,539,315
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits $3,962,712 $3,899,565
Advances from Federal Home Loan Bank 1,900,000 1,345,000
Securities sold under agreement to repurchase 175,000 175,000
Advance payments by borrowers for taxes and insurance 10,173 37,422
Deferred income taxes 12,636 13,779
Accounts payable and accrued expenses 33,657 22,035
---------- ----------
Total liabilities 6,094,178 5,492,801
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY:
Preferred stock ($0.01 par value) 50,000,000 shares Authorized; no
shares issued or outstanding 0 0
Common stock ($0.01 par value) 450,000,000 shares authorized;
91,512,287 shares issued as of December 31, 1999 and
September 30, 1999 915 915
Additional paid-in capital 384,864 384,864
Retained earnings 699,235 684,761
Accumulated other comprehensive income 2,364 4,204
Unearned compensation, Employee Stock Ownership Plan (27,725) (28,230)
Less shares held in treasury: 2,340,000 shares (24,051) 0
Total stockholders' equity 1,035,602 1,046,514
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,129,780 $6,539,315
========== ==========
</TABLE>
See accompanying notes to consolidated interim financial statements.
3
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<TABLE>
<CAPTION>
CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
December 31,
----------------------
1999 1998
----------------------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME:
Loans receivable $78,980 $69,946
Mortgage-related securities 32,967 16,243
Investment securities 240 765
Securities purchased under agreement to resell 0 2,688
Cash and cash equivalents 423 1,101
Capital stock of Federal Home Loan Bank 1,367 675
---------------------
Total interest and dividend income 113,977 91,418
INTEREST EXPENSE:
Deposits 49,734 50,332
Borrowings 23,421 9,879
---------------------
Total interest expense 73,155 60,211
---------------------
Net interest and dividend income 40,822 31,207
Provision for loan losses 244 0
---------------------
Net interest and dividend income after
provision for loan losses 40,578 31,207
OTHER INCOME:
Automated teller and debit card transaction fees 1,251 873
Checking account transaction fees 801 751
Loan fees 412 529
Insurance commissions 426 344
Other, net 525 611
---------------------
Total other income 3,415 3,108
OTHER EXPENSES:
Salaries and employee benefits 8,230 6,360
Occupancy of premises 2,615 2,365
Office supplies and related expenses 831 750
Deposit and loan transaction fees 914 950
Advertising 474 377
Federal insurance premium 595 570
Other, net 1,219 897
---------------------
Total other expenses 14,878 12,269
---------------------
Income before income tax expense 29,115 22,046
Income tax expense 10,991 8,554
---------------------
NET INCOME $18,124 $13,492
=====================
Earnings per share
Basic $0.21
Diluted $0.21
</TABLE>
See accompanying notes to consolidated interim financial statements.
4
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<TABLE>
<CAPTION>
CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Accumulated
Additional Other
Common Paid-In Retained Comprehensive
Stock Capital Earnings Income
---------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at October 31, 1999 $ 915 $384,864 $684,761 $4,204
Comprehensive Income:
Net income - - 18,124 -
Other comprehensive income - Change in
unrealized gains on mortgage-related
securities available-for-sale, net of
deferred taxes of ($1,434) - - - (1,840)
Total comprehensive income
Repurchase of common stock, at cost - - - -
Common stock committed to be released for
allocation - Employee Stock Ownership Plan - - - -
Dividends on common stock to stockholders
($0.10 per share) - - (3,650) -
---------------------------------------------------------
TOTAL $ 915 $384,864 $699,235 $2,364
=========================================================
</TABLE>
<TABLE>
<CAPTION>
Unearned
Treasury Compensation
Stock (ESOP Total
-----------------------------------------
<S> <C> <C> <C>
Balance at October 31, 1999 $(28,230) - $1,046,514
Comprehensive Income:
Net income - - 18,124
Other comprehensive income - Change in
unrealized gains on mortgage-related
securities available-for-sale, net of
deferred taxes of ($1,434) - - (1,840)
Total comprehensive income 16,284
Repurchase of common stock, at cost - (24,051) (24,051)
Common stock committed to be released for
allocation - Employee Stock Ownership Plan 505 - 505
Dividends on common stock to stockholders
($0.10 per share) - - (3,650)
------------------------------------------
TOTAL $(27,725) $(24,051) $1,035,602
==========================================
</TABLE>
See accompanying notes to consolidated interim financial statements.
5
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<TABLE>
<CAPTION>
CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended December 31,
-----------------------------------------
1999 1998
-----------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $18,124 $13,492
Adjustments to reconcile net income to net
cash provided by operating activities:
Federal Home Loan Bank stock dividends (1,367) 0
Amortization of net deferred loan origination fees (637) (2,886)
Provision for loan losses 244 0
Net loan origination fees capitalized 1,028 3,321
Gain on sales of real estate owned, net (50) (68)
Originations of loans held for sale (1,391) (2,524)
Amortization and accretion of premiums and discounts on
mortgage related securities and investment securities 300 262
Depreciation and amortization on premises and equipment 1,204 824
Common stock committed to be released for allocation -
Employee Stock Ownership Plan 505 0
Changes in:
Accrued interest receivable (1,870) 1,836
Other assets 1,003 (1,116)
Income taxes payable 10,991 8,554
Accounts payable and accrued expenses 1,988 1,239
------------------------------------
Net cash provided by operating activities 28,722 22,934
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of investment securities 0 150,470
Purchases of investment securities (26,664) 0
Purchases of securities under agreement to resell 0 (957,211)
Principal collected on mortgage-related securities 81,193 138,654
available-for-sale
Purchases of mortgage-related securities available-for-sale 0 (500,653)
Principal collected on mortgage-related securities 32,732 142,815
held-to- maturity
Purchases of mortgage-related securities held-to-maturity (395,132) (4,102)
Loan originations net of principal collected on loans receiva (93,020) (38,910)
Purchases of loans receivable (150,007) (12,299)
Purchases of premises and equipment, net (1,670) (1,393)
Proceeds from sales of real estate owned 810 194
------------------------------------
Net cash used in investing activities (551,758) (1,082,435)
</TABLE>
6
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<TABLE>
<CAPTION>
Three Months Ended December 31,
-----------------------------------------
1999 1998
-----------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (3,650) 0
Deposits, net of payments 63,147 62,055
Proceeds from advances from Federal Home Loan Bank 1,033,000 0
Repayments on advances from Federal Home Loan Bank (478,000) 0
Repayments of securities sold under agreement to repurchase 0 1,047,360
Payments for repurchase of common stock (24,051) 0
Advance payments by borrowers for taxes and insurance (27,248) (24,850)
--------------------------------------------
Net cash provided by financing activities 563,198 1,084,565
NET INCREASE IN CASH AND CASH EQUIVALENTS 40,162 25,064
CASH AND CASH EQUIVALENTS:
Beginning of Period $22,275 $24,454
End of Period $62,437 $49,518
============================================
</TABLE>
See accompanying notes to consolidated interim financial statements.
7
<PAGE>
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. BASIS OF FINANCIAL STATEMENT PRESENTATION AND SIGNIFICANT ACCOUNTING
POLICIES
The accompanying consolidated interim financial statements were prepared in
accordance with generally accepted accounting principles ("GAAP"). Accordingly,
they do not include information or footnotes necessary for a complete
presentation of financial position, results of operations and cash flows in
conformity with GAAP. However, all normal, recurring adjustments which, in the
opinion of management, are necessary for a fair presentation of financial
statements, have been included. These financial statements should be read in
conjunction with the audited financial statements and the notes thereto for the
period ended September 30, 1999 contained in the Company's Annual Report dated
for the fiscal year ended September 30, 1999. The results for the three months
ended December 31, 1999 are not necessarily indicative of the results that may
be expected for the year ended September 30, 2000.
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 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On March 31, 1999, Capitol Federal Financial (the "Company") completed the
reorganization of Capitol Federal Savings and Loan Association, a federally
chartered mutual savings and loan ("Capitol Federal Savings" or the "Bank"),
into the federal mutual holding company form of ownership, whereby the Bank
converted into a federally chartered stock savings bank as a wholly owned
subsidiary of the Company, and the Company became a majority-owned subsidiary of
Capitol Federal Savings MHC, a federally chartered mutual holding company (the
"MHC") (the "Reorganization"). In connection with the Reorganization, the
Company sold 37,807,183 shares of Company common stock, par value $0.01 per
share ("Company Common Stock") at $10.00 per share, which net of issuance costs
generated proceeds of $355.3 million, including shares issued to the ESOP. The
Company also issued 52,192,817 shares of Company Common Stock to the MHC. In
addition, the Company established an ESOP for the employees of the Company and
the Bank which became effective with the completion of the Reorganization.
Additional information regarding the Reorganization is included in the Company's
Registration Statement on Form S-1 filed on December 4, 1998, as amended.
8
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3. LOAN PORTFOLIO
The following table presents the Company's loan portfolio at the dates
indicated.
<TABLE>
<CAPTION>
December 31, 1999 September 30, 1999
---------------------------------------------------------------------
Amount Percent Amount Percent
---------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Real Estate Loans:
One- to four-family $4,309,728 94.11% $4,083,148 94.10%
Multi-family 35,627 0.78 31,114 0.72
Commercial 11,147 0.24 11,415 0.26
Construction or development 57,226 1.25 56,660 1.30
---------------------------------------------------------------------
Total real estate loans 4,413,728 96.38 4,182,337 96.38
Other Loans:
Savings loans 14,754 0.32 15,281 0.35
Student 17,034 0.37 16,424 0.38
Home improvement 2,318 0.05 2,072 0.05
Automobile 9,326 0.21 7,122 0.16
Home equity 121,443 2.65 115,779 2.67
Other 747 0.02 330 0.01
---------------------------------------------------------------------
Total other loans 165,622 3.62 157,008 3.62
Total loans receivable 4,579,350 100.00% 4,339,345 100.00%
Less:
Loans in process 26,961 29,043
Deferred fees and discounts 15,025 14,607
Allowance for losses 4,617 4,407
---------- ----------
Total loans receivable, net $4,532,747 $4,291,288
========== ==========
</TABLE>
9
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4. NON-PERFORMING LOANS
The following table presents the Company's non-performing loans, including
non-accrual loans and real estate owned, at the dates indicated.
<TABLE>
<CAPTION>
December 31, September 30,
1999 1999
-------------------------------
(in thousands)
<S> <C> <C>
Non-accruing loans:
One-to four-family $4,178 $4,921
Multi-family - -
Commercial real estate - -
Construction or development - -
Consumer 48 55
Commercial business - -
--------- ---------
Total $4,226 $4,976
========= =========
Accruing loans delinquent more than 90 days:
One- to four-family - -
Multi-family - -
Commercial real estate - -
Construction or development - -
Consumer - -
Commercial business - -
--------- ---------
Total - -
========= =========
Real Estate Owned:
One- to four-family $1,239 $1,073
Multi-family - -
Commercial real estate - -
Construction or development - -
Consumer - -
Commercial business - -
--------- ---------
Total $1,239 $1,073
========= =========
Total non-performing assets $5,465 $6,049
========= =========
Total as a percentage of total assets 0.08% 0.09%
========= =========
</TABLE>
10
<PAGE>
5. ALLOWANCE FOR LOAN LOSSES
The following table presents the Company's activity for loan losses at the dates
and for the periods indicated.
<TABLE>
<CAPTION>
For the quarter ending
December 31,
----------------------------
1999 1998
----------------------------
(in thousands)
<S> <C> <C>
Balance at the beginning of period $4,407 $4,081
Charge offs:
One- to four-family 33 -
Multi-family - -
Commercial real estate - -
Construction or development - -
Consumer 1 -
Commercial business - -
----------------------------
Total charge-offs 34 -
============================
Recoveries:
One- to four-family - -
Multi-family - -
Commercial real estate - -
Construction or development - -
Consumer - -
Commercial business - -
----------------------------
Total charge offs - -
============================
Net charge-offs 34 -
Additions charged to operations 244 -
Balance at end of period $4,617 $4,081
============================
</TABLE>
6. SAVINGS PORTFOLIO
The table below presents the Company's savings portfolio at the dates indicated.
<TABLE>
<CAPTION>
December 31, 1999 September 30, 1999
------------------------------------------------------------------------
Amount Percent of Total Amount Percent of Total
------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Demand deposits $303,149 7.65% $ 278,722 7.15%
Passbook and passcard 119,125 3.01 123,479 3.17
Money market select 313,900 7.92 322,660 8.27
Cash fund 196,863 4.97 201,275 5.16
Certificates 3,029,675 76.45 2,973,429 76.25
---------- ----------
Total deposits $3,962,712 100.00% $3,899,565 100.00%
========================================================================
</TABLE>
11
<PAGE>
7. EARNINGS PER SHARE
Earnings per share for the quarter ended December 31, 1999 were $0.21 per share.
The Company accounts for the 3,024,574 shares acquired by its Employee Stock
Ownership Plan ("ESOP") in accordance with Statement of Position 93-6; shares
controlled by the ESOP are not considered in the weighted average shares
outstanding until the shares are committed for allocation to an employee's
individual account. The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings pe share calculations.
Three Months Ended
December 31, 1999
------------------
Net Income $ 18,124
Weighted average common shares 87,938,311
Allocated ESOP shares 202,186
-----------
Total basic and diluted weighted
average common shares 88,140,497
===========
Net earnings per share
Basic $ 0.21
Diluted $ 0.21
8. EQUITY
At December 31, 1999, the Bank exceeded all minimum regulatory requirements for
a well capitalized institution, with tangible capital at 14.53% and risk-based
capital of 31.59%. The Company declared an $0.11 per share dividend on January
20, 2000 to holders of record on February 4, 2000 payable on February 18, 2000.
During the quarter ended December 31, 1999 the Company purchased 2,340,000
shares of its publicly traded stock in the open market at an average cost of
$10.28 per share. Book value per share at December 31, 1999 was $11.99. At
December 31, 1999 there were 86,399,761 shares outstanding.
9. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company and its Subsidiaries are named
defendants in various lawsuits and counter claims. In the opinion of management,
after consultation with legal counsel, none of the suits will have a materially
adverse effect on the Company's consolidated financial statements for either the
current interim period or fiscal year ending September 30, 2000.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for the historical information contained in this filing, the matters
discussed may be deemed to be forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that involve risks and
uncertainties, including changes in economic conditions in the Company's market
area, changes in policies by regulatory agencies, fluctuations in interest
rates, demand for loans in the Company's market area, competition, and other
risks detailed from time to time in the Company's SEC reports. Actual strategies
and results in future periods may differ materially from those currently
expected. These forward-looking statements represent the Company's judgment as
of the date of this filing. The Company disclaims, however, any intent or
obligation to update these forward-looking statements.
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 sources of income for the Company.
FINANCIAL CONDITION
ASSETS. For the three month period ended December 31, 1999, total assets of the
Company increased $590.5 million, or 9.0%, from $6.54 billion at September 30,
1999 to $7.13 billion at December 31, 1999. The increase from September 30, 1999
was primarily due to the growth in the Company's loan and mortgage-related
securities portfolio. This increase in total assets was distributed as follows:
o $241.5 million, or 5.6%, increase in net loans receivable which
increased from $4.29 billion at September 30, 1999 to $4.53 billion at
December 31, 1999,
o $277.9 million, or 13.0%, increase in mortgage-related securities
which increased from $2.08 billion at September 30, 1999 to $2.35
billion at December 31, 1999.
Total one- to four-family loan originations for the quarter ended December 31,
1999 were $206.2 million. Refinancing of loans already serviced by the Bank were
6.3% of loan originations for the quarter compared to 28.3% for the quarter
ended one year ago. Fixed-rate loan originations accounted for 45.9% of
originations for the quarter. Loans purchased totaled $150.0 million for the
quarter ending December 31, 1999, all of which were adjustable rate. Total
originations of consumer loans for the quarter ended December 31, 1999 were
$34.4 million. The Company continued its capital utilization plan during the
quarter ended December 31, 1999 by purchasing $395.1 million of mortgage-related
securities at a spread of 112 basis points over the cost of funding.
Mortgage-related securities purchased during the quarter were all fixed rate.
LIABILITIES. Deposits increased $63.1 million, or 1.5%, from $3.90 billion at
September 30, 1999, to $3.96 billion at December 31, 1999. This increase was
primarily attributable to $43.0 million of interest credits during the three
month period. Certificate accounts increased in balance over the period by $56.2
million. Borrowings increased from September 30, 1999 by $555.0 million, or
41.3%. The increase in borrowings primarily funded the increase in the balance
of loans receivable and mortgage- related securities.
EQUITY. Total stockholders' equity decreased $10.9 million, or 1.0%, from $1.05
billion at September 30, 1999, to $1.04 billion at December 31, 1999. The
decrease was due to the purchase of the Company's stock totaling $24.1 million,
dividends paid of $3.7 million, and a reduction of $1.8 million in the
unrealized gain on securities available-for-sale, all of which were offset by
first quarter earnings of $18.1 million. At December 31, 1999, book value per
share was $11.99 compared to $11.80 book value per share at September 30, 1999.
Tangible equity to assets was 14.53% at December 31, 1999 compared to 16.00% at
September 30, 1999.
13
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31,
1999 AND 1998
GENERAL. For the three months ended December 31, 1999, the Company recognized
net income of $18.1 million, compared to net income of $13.5 million for the
three months ended December 31, 1998. The Company's efficiency ratio for the
three months ended December 31, 1999 was 34.72% compared to 36.50% for the
quarter ended December 31, 1998.
NET INTEREST INCOME. Net interest income for the three months ended December 31,
1999 was $40.6 million, an increase of $9.4 million, or 30.1% from the same
period last year. The increase was primarily the result of an increase of $1.83
billion in the balance of loans receivable and mortgage-related securities from
$5.06 billion at December 31, 1998 to $6.89 billion at December 31, 1999 while
total interest bearing liabilities increased $1.41 billion from $4.63 billion at
December 31, 1998 to $6.04 billion at December 31, 1999. The net interest margin
for the quarter ended December 31, 1999 increased 4 basis points from 2.44% for
the quarter ended December 31, 1998 to 2.48% for the quarter ended December 31,
1999. The additional increase in earning assets over costing liabilities, which
was primarily responsible for the increase in net interest margin and net
interest income, is attributed to the proceeds received from the mutual-to-stock
conversion and the increase in retained earnings during the period ended
December 31, 1999. The Company's net interest rate spread at December 31, 1999
was 1.69% which is 25 basis points lower than at December 31, 1998.
INTEREST INCOME. Interest income for the three months ended December 31, 1999
was $114.0 million, up from $91.4 million for the same period in 1998. The
largest component of interest income is interest on loans which increased from
$69.9 million for the three months ended December 31, 1998 to $79.0 million for
the three months ended December 31, 1999. This increase of $9.1 million was the
result of an increase in the average balance of loans which was partially offset
by a decrease in the average yield earned. The average balance of loans
receivable increased $676.6 million to $4.42 billion for the three months ended
December 31, 1999 compared to $3.74 billion for the same period one year ago,
while the average yield on loans decreased 33 basis points to 7.14% for the
quarter ended December 31, 1999 from 7.47% for the quarter ended December 31,
1998. The yield on loans receivable at December 31 , 1999 was 7.19%. The
increase in interest on loans was supplemented by an increase in interest on
mortgage related securities. Interest income on mortgage-related securities
increased $16.7 million from $16.2 million for the quarter ended December 31,
1998 to $32.9 million for the quarter ended December 31, 1999. The average
balance of mortgage-related securities increased $951.2 million from $1.10
billion at December 31, 1998 to $2.05 billion at December 31, 1999, while the
average yield increased 57 basis points, from 5.90% for the quarter ended
December 31, 1998 to 6.47% for the quarter ended December 31, 1999. The yield on
mortgage-related securities at December 31, 1999 was 6.72%. The increase in
interest income on loans and mortgage-related securities was partially offset by
a reduction in interest income on investment securities. Investment securities
income for the quarter ended December 31, 1999 was $240,000 compared to $3.5
million for the quarter ended December 31, 1998. The balance of investment
securities at December 31, 1999 was $15.1 million compared to $154.9 million at
December 31, 1998. Investment securities were allowed to mature and were
replaced with higher rate mortgage-related securities and collateralized
mortgage obligations (CMOs).
INTEREST EXPENSE. Interest expense increased during the quarter ended December
31, 1999 to $73.2 million from $60.2 million for the same period in 1998. For
the quarter ended December 31, 1999, interest expense on deposits was $49.7
million compared to $50.3 million for the quarter ended December 31, 1998, a
decrease of $598,000. The decrease was due to a reduction in interest rates paid
on short-term deposits, a reduction in the rate paid on money market accounts,
and certificates of deposit maturing and renewing into lower rate, shorter term
accounts. The average balance of deposits increased during the quarter ended
December 31, 1999 to $3.93 billion compared to $3.90 billion for the quarter
ended December 31, 1998, an increase of $28.1 million, or 0.7%. The average rate
paid on deposits for the quarter ended December 31, 1999 was 5.03% compared to
5.17% for the quarter ended December 31, 1998, a decrease of 14 basis points. At
December 31, 1999, the average cost of deposits was 5.04%. Interest expense on
borrowings for the quarter ended December 31, 1999 was $23.4 million compared to
$9.9 million for the quarter ended December 31, 1998, an increase of $13.5
million, or 136.4%. The
14
<PAGE>
average balance of borrowings for the quarter ended December 31, 1999 was $1.61
billion compared to $675.1 million for the quarter ended December 31, 1998, an
increase of $934.5 million, or 138.4%. The increase is due to additional
long-term fixed rate, callable advances and short-term advances from the FHLB
during the quarter to fund the origination and purchase of loans and the
purchase of mortgage-related securities. The average cost of the borrowings for
the quarter ended December 31, 1999 was 5.69% compared to 5.85% for the quarter
ended December 31, 1998. The average rate paid on borrowings at December 31,
1999 was 5.88%.
PROVISION FOR LOAN LOSSES. During the quarter ended December 31, 1999, the
provision for loan losses was $244,000. There was not a provision during the
same quarter one year ago. Based upon our allowance methodology, the $244,000
provision was primarily due to the $226.6 million net increase in the balance of
one-to four-family real estate mortgages over the previous quarter. This 5.6%
increase in one-to four-family real estate mortgages resulted from loan
origination activity of $206.2 million and loan purchases of $150.0 million
during the current quarter, primarily offset by principal repayments and loan
payoffs. During the quarter, charge-offs totaled $34,000. The assessment of the
estimated losses inherent in the loan portfolio resulting from the allowance
methodology, specific allowances for identified problem loans and portfolio
segments indicated that for the current quarter the charge to the provision
expense is adequate.
NONINTEREST INCOME. Total noninterest income for the quarter ended December 31,
1999 was $3.4 million, up from $3.1 million for the quarter ended December 31,
1998. Noninterest income for the quarter ending December 31, 1999 changed from
the quarter ending December 31, 1998 primarily because ATM and debit card income
increased $378,000, income on checking accounts increased $49,000 while fees on
loans decreased $117,000.
NONINTEREST EXPENSE. Total noninterest expense increased $2.6 million to $14.9
million for the quarter ended December 31, 1999 compared to $12.3 million for
the same period in 1998. The increase was due primarily to an increase of $1.9
million in compensation expense. Compensation expense increased over the same
period one year ago due to four new branch locations, increased staffing in
support of the loan origination functions, and pension expense primarily
associated with the ESOP.
INCOME TAX EXPENSE. Income tax expense increased from $8.6 million for the
quarter ended December 31, 1998 to $11.0 million for the quarter ended December
31, 1999. The increase is due primarily to an increase in pre-tax earnings of
$7.1 million. The effective tax rate was approximately 38% for both periods.
LIQUIDITY AND COMMITMENTS
The Bank's liquidity, represented by cash and cash equivalents, investments and
mortgage-related securities available for sale, is a product of its operating,
investing and financing activities. The Bank's primary sources of funds are
deposits, prepayments and maturities of outstanding loans and mortgage-related
securities, maturities of investment securities and other short-term investments
and funds provided from operations. While scheduled payments from the
amortization of loans and mortgage-related securities and maturing investment
securities and short-term investments are relatively predictable sources of
funds, deposit flows and loan prepayments are greatly influenced by general
interest rates, economic conditions and competition. In addition, we invest
excess funds in short-term interest-earning assets, which provide liquidity to
meet lending requirements. Historically, we have been able to generate
sufficient cash through deposits and have only utilized borrowings to a limited
degree. We utilize repurchase agreements and FHLB advances to provide funds for
our lending and investment activities, as a facet to implement our capital
utilization plan, and as an interest rate risk management tool.
Liquidity management is both a daily and long-term function of business
management. Excess liquidity is generally invested in short-term investments
such as overnight deposits or U.S. agency securities. We use our sources of
funds primarily to meet our ongoing commitments, to pay maturing certificates of
deposit and savings withdrawals, to fund loan commitments and to maintain our
portfolio of mortgage-related securities and investment securities. At December
31, 1999, the total approved loan origination
15
<PAGE>
and purchase commitments outstanding amounted to $119.5 million. At the same
date, the unadvanced portion of construction loans was $18.7 million. Unused
home equity lines of credit were $154.6 million as of December 31, 1999 and
outstanding letters of credit totaled $1.3 million. Certificates of deposit
scheduled to mature in one year or less at December 31, 1999, totaled $1.82
billion. Based on historical experience, management believes that a significant
portion of maturing deposits will remain with the Bank. We anticipate that we
will continue to have sufficient funds, through deposits and borrowings, to meet
our current commitments.
CAPITAL
Consistent with our goals to operate a sound and profitable financial
organization, we actively seek to maintain a "well capitalized" institution in
accordance with regulatory standards. Total equity was $1.04 billion at December
31, 1999, or 14.5% of total assets on that date. As of December 31, 1999, the
Bank exceeded all capital requirements of the Office of Thrift Supervision. The
Bank's regulatory capital ratios at December 31, 1999 were as follows: Tier I
(leverage) capital, 13.0%; Tier I risk-base capital, 31.5%; and total risk-based
capital, 31.6%. The regulatory capital requirements to be considered well
capitalized are 5.0%, 6.0%, and 10.0%, respectively.
During the quarter ended December 31, 1999 the Company began repurchasing its
common stock after receiving regulatory approval on November 15, 1999.
Regulatory approval was granted to purchase up to 15%, or approximately 5.9
million shares, of the public shares in the open market. Through December 31,
1999, the Company purchased 2,340,000 shares at an average cost of $10.28 per
share, for a total cost of $24,051,000.
IMPACT OF THE YEAR 2000 ISSUES
The Year 2000 issue that confronted the Bank and its suppliers, customers,
customers suppliers and competitors, centered on the potential inability of
computer systems to recognize the year 2000 ("Y2K"). Many existing computer
programs and systems originally were programmed with six digit dates that
provided only two digits to identify the calendar year in the date field. The
Bank addressed the issue by modifying existing programs and purchasing other
programs. The approximate cost to prepare the Bank, incurred over the prior two
years, for the century change was $1.4 million. The Bank's programs processed
data correctly into the new century with no negative impact on operations or the
ability of customers to access their accounts. We encountered no Y2K problems
with vendors during the period as well. The early action and resolution of the
Y2K problem by management and staff ensured safe operations for the Bank and its
customers. We do not anticipate any future problems related to the Y2K problem.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
For a discussion of the Company's asset and liability management policies as
well as the potential impact of interest rate changes upon the market value of
the Company's portfolio, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations, Asset and Liability Management and Market
Risk" in the Company's Annual Report dated December 20, 1999.
16
<PAGE>
Part 2 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders for the fiscal year ending September 30,
1999, held January 20, 2000, two matters were presented to shareholders.
Shareholders elected John C. Dicus and B. B. Andersen to three year terms as
directors. Shareholders also ratified the appointment of Deloitte & Touche as
auditors for the fiscal year ending September 30, 2000. The votes cast as to
each matter are set forth below:
<TABLE>
<CAPTION>
Proposal Number of Votes
- --------------------------------------------------------------------------------------
Broker
For Withheld Non-Votes
-----------------------------------------
<S> <C> <C> <C>
Election of the following directors
for the terms indicated:
B. B. Andersen (three years) 82,936,694 725,094 ---
John C. Dicus (three years) 82,920,199 739,472 ---
The following directors had their
term of office continue after
the meeting:
John B. Dicus
Robert B. Maupin
Carl W. Quarntrom
Frederick P. Reynolds
Marilyn S. Ward
</TABLE>
<TABLE>
<CAPTION>
Proposal Number of Votes
- ----------------------------------------------------------------------------------------------------
Broker
For Against Abstain Non-Votes
-------------------------------------------------------
<S> <C> <C> <C> <C>
Ratification of Deloitte Touche as 83,276,366 151,209 240,566 ---
auditors
</TABLE>
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
17
<PAGE>
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAPITOL FEDERAL FINANCIAL
Date: February 14, 2000 By: /s/ John C. Dicus
-----------------------------------------
John C. Dicus, Chairman and
Chief Executive Officer
Date: February 14, 2000 By: /s/ Neil F. M. McKay
-----------------------------------------
Neil F.M. McKay, Executive Vice President
and Chief Financial Officer
18
<PAGE>
Index to Exhibits
Sequentially
Numbered Page
Exhibit Where Attached
Number Exhibits are Located
- ------- --------------------
27 Financial Data Schedule 19
19
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY
REPORT ON FORM 10-K FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 28,301
<INT-BEARING-DEPOSITS> 34,827
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 15,100
<INVESTMENTS-MARKET> 14,514
<LOANS> 4,532,747
<ALLOWANCE> 4,971
<TOTAL-ASSETS> 7,129,780
<DEPOSITS> 3,962,712
<SHORT-TERM> 0
<LIABILITIES-OTHER> 56,466
<LONG-TERM> 2,075,000
0
0
<COMMON> 915
<OTHER-SE> 384,864
<TOTAL-LIABILITIES-AND-EQUITY> 7,129,780
<INTEREST-LOAN> 78,980
<INTEREST-INVEST> 34,574
<INTEREST-OTHER> 423
<INTEREST-TOTAL> 113,977
<INTEREST-DEPOSIT> 49,734
<INTEREST-EXPENSE> 73,155
<INTEREST-INCOME-NET> 40,822
<LOAN-LOSSES> 244
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 14,872
<INCOME-PRETAX> 29,115
<INCOME-PRE-EXTRAORDINARY> 29,115
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,124
<EPS-BASIC> 0.21
<EPS-DILUTED> 0.21
<YIELD-ACTUAL> 4.60
<LOANS-NON> 4,175
<LOANS-PAST> 19,824
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 4,175
<CHARGE-OFFS> 34
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 4,617
<ALLOWANCE-DOMESTIC> 4,617
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 5
</TABLE>
