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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  [X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

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                                                                   74,395,682     

                                        Class                                                            Shares Outstanding

                                                                                                             as of April 29, 2005


PART I -- FINANCIAL INFORMATION

Page

Number

Item 1.  Financial Statements (Unaudited):

 

             Consolidated Balance Sheets at March 31, 2005 and September 30, 2004

3

             Consolidated Statements of Income for the three and six months ended

 

                  March 31, 2005 and March 31, 2004

4

             Consolidated Statement of Stockholders' Equity for the six months ended

 

                  March 31, 2005

5

             Consolidated Statements of Cash Flows for the six months ended

 

                  March 31, 2005 and March 31, 2004

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

37

Item 4.  Controls and Procedures

45

 

 

PART II -- OTHER INFORMATION

 

Item 1.  Legal Proceedings

46

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

46

Item 3.  Defaults Upon Senior Securities

46

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

46

Item 5.  Other Information

46

Item 6.  Exhibits

46

 

 

Signature Page

47

2


PART I -- FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

CAPITOL FEDERAL FINANCIAL AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(Dollars in thousands, per share data and amounts are actual)

March 31,

September 30,

2005

2004

ASSETS:

Cash and cash equivalents

$63,906 

$171,526 

Investment securities held-to-maturity, at cost (market value of $502,902

        and $645,601)

505,617 

638,079 

Mortgage-related securities:

        Available-for-sale, at market (amortized cost of $971,471 and $1,204,994)

964,798 

1,201,800 

        Held-to-maturity, at cost (market value of $1,554,548 and $1,443,168)

1,581,293 

1,446,908 

Loans receivable held for sale, net

951 

3,425 

Loans receivable, net

5,046,714 

4,747,228 

Mortgage servicing rights, net

3,334 

3,340 

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

177,910 

174,126 

Accrued interest receivable

37,833 

39,648 

Premises and equipment, net

24,308 

24,504 

Real estate owned, net

3,245 

4,249 

Deferred income taxes, net

63,635 

74,665 

Other assets

25,220 

11,538 

        TOTAL ASSETS

$8,498,764 

$8,541,036 

LIABILITIES:

 

Deposits

$4,051,329 

$4,127,472 

Advances from FHLB

3,424,878 

3,449,429 

Other borrowings, net

53,381 

53,348 

Advance payments by borrowers for taxes and insurance

36,845 

40,829 

Income taxes payable

5,104 

3,674 

Accounts payable and accrued expenses

69,571 

33,870 

        Total Liabilities

7,641,108 

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 March 31, 2005 and September 30, 2004

915 

915 

Additional paid-in capital

419,176 

412,126 

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

(17,695)

(20,772)

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

(529)

(276)

Retained earnings

750,994 

735,306 

Accumulated other comprehensive loss

(4,143)

(1,983)

Less shares held in treasury (17,096,805 and 17,521,486 shares as of

       March 31, 2005 and September 30, 2004, at cost)

(291,062)

(292,902)

           Total Stockholders' Equity

857,656 

832,414 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$8,498,764 

$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, per share amounts are actual)

For the Three Months Ended

For the Six Months Ended

March 31,

March 31,

2005

2004

2005

2004

INTEREST AND DIVIDEND INCOME:

Loans receivable

$67,028

$60,546

$132,751

$122,374

Mortgage-related securities

24,353

24,227

48,624

47,032

Investment securities

6,563

9,708

14,308

19,721

Capital stock of FHLB

1,948

1,486

3,784

2,979

Cash and cash equivalents

304

363

513

380

     Total interest and dividend income

100,196

96,330

199,980

192,486

INTEREST EXPENSE:

Deposits

23,644

22,970

46,716

47,966

FHLB Advances

34,961

44,427

69,417

93,831

Other borrowings

734

45

1,404

291

     Total interest expense

59,339

67,442

117,537

142,088

 

 

 

 

NET INTEREST AND DIVIDEND INCOME

40,857

28,888

82,443

50,398

PROVISION FOR LOAN LOSSES

--

--

--

--

    NET INTEREST AND DIVIDEND INCOME

       AFTER PROVISION FOR LOAN LOSSES

40,857

28,888

82,443

50,398

OTHER INCOME:

Retail fees and charges

3,647

3,505

7,455

7,183

Loan fees

509

602

1,067

1,252

Insurance commissions

604

525

1,004

1,015

Other, net

742

1,058

1,807

2,099

     Total other income

5,502

5,690

11,333

11,549

OTHER EXPENSES:

Salaries and employee benefits

10,054

10,910

20,176

22,544

Occupancy

3,127

2,882

6,353

5,707

Regulatory and other services

1,344

951

2,321

2,044

Deposit and loan transaction fees

1,068

878

2,072

1,687

Advertising

1,272

761

2,047

1,416

Other, net

1,145

 

2,076

 

2,644

 

4,681

     Total other expenses

18,010

18,458

35,613

38,079

INCOME BEFORE INCOME TAX EXPENSE

28,349

16,120

58,163

23,868

INCOME TAX EXPENSE

10,867

6,510

22,108

9,640

NET INCOME

$17,482

$9,610

$36,055

$14,228

Basic earnings per share

$0.24

$0.14

$0.50

$0.20

Diluted earnings per share

$0.24

$0.13

$0.49

$0.19

Dividends declared per share

$0.50

$0.50

$1.00

$1.81

Weighted Average Number of Common Shares Outstanding:

     Basic

72,473

71,317

72,348

71,199

     Diluted

73,096

72,773

73,050

72,710

See accompanying notes to consolidated interim financial statements.

4


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

 

Accumulated

Additional

Unearned

Unearned

Other

Common

Paid-In

Compensation

Compensation

Retained

Comprehensive

Treasury

Stock

Capital

(ESOP)

(RRP)

Earnings

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

         36,055 

36,055 

   Changes in unrealized gains/(losses) on

   available-for-sale securities, net of deferred

   income taxes of $1,319

(2,160)

(2,160)

Total comprehensive income

33,895 

Tax benefit of market value change in vested

  RRP shares

19 

19 

Common stock committed to be released for

  allocation - ESOP

2,528 

1,008 

3,536 

Acquisition of treasury stock

(2,967)

(2,967)

Treasury stock activity related to RRP, net

296 

(401)

(24)

108 

(21)

Amortization of unearned compensation - RRP

148 

148 

Dividends in excess of debt service cost - ESOP

2,069 

2,069 

Stock options exercised

4,207 

4,699 

8,906 

Dividends on common stock to

   stockholders ($1.00 per share)

 

 

 

 

(20,343)

 

 

(20,343)

Balance at March 31, 2005

$915 

$419,176 

($17,695)

($529)

$750,994 

($4,143)

($291,062)

$857,656 

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 Six Months Ended 

March 31,

2005 

 

2004 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

 $      36,055 

 $      14,228 

Adjustments to reconcile net income to net cash provided by

  operating activities:

  FHLB stock dividends

(3,784)

(2,980)

  Net loan origination fees (costs) capitalized

(2,238)

1,137 

  Amortization of net deferred loan origination fees

(1,462)

(1,202)

  Losses on sales of premises and equipment, net

57 

84 

  Gains on sales of real estate owned, net

(476)

(514)

  Gains on sales of loans receivable held for sale

(68)

(87)

  Originations of loans receivable held for sale

(4,225)

(5,467)

  Proceeds from sales of loans receivable held for sale

6,767 

8,616 

  Amortization of mortgage servicing rights

580 

750 

  Impairment of mortgage servicing rights

 --  

1,108 

  Recovery of impairment of mortgage servicing rights

(574)

 --  

  Amortization and accretion of premiums and discounts on 

          mortgage-related securities and investment securities

6,572 

13,933 

  Depreciation and amortization of premises and equipment

2,087 

1,939 

  Amortization of deferred debt issuance costs

33 

245 

  Common stock committed to be released for allocation - ESOP

3,536 

3,580 

  Amortization of unearned compensation - RRP

148 

1,249 

  RRP shares sold, net of forfeitures

(21)

--  

  Changes in:

          Accrued interest receivable

1,815 

474 

          Other assets

1,133 

(625)

          Income taxes payable/receivable and deferred income taxes

17,978 

9,639 

          Accounts payable and accrued expenses

(3,661)

(7,844)

             Net cash provided by operating activities

60,252 

38,263 

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities or calls of investment securities

132,000 

430,205 

Purchases of investment securities

 --  

(150,000)

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

228,595 

471,341 

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

154,224 

76,431 

Purchases of mortgage-related securities held-to-maturity

(289,791)

(594,118)

Loan originations, net of principal collected 

(1,629)

(4,218)

Loan purchases, net of principal collected

(296,628)

(59,863)

Purchases of premises and equipment, net

(1,948)

(976)

Proceeds from sales of real estate owned

3,947 

4,117 

             Net cash (used in) provided by investing activities

(71,230)

172,919 

(Continued)

6


CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid

$      (20,343)

$      (34,721)

Dividends in excess of debt service cost of the ESOP, net

2,069 

(964)

Deposits, net of withdrawals

(76,143)

(93,047)

Proceeds from advances/line of credit from FHLB

265,000 

115,000 

Repayments on advances/line of credit from FHLB

(265,000)

(115,000)

Proceeds from other borrowings

 --  

52,000 

Capitalized debt issuance costs

 --  

(290)

Repayments on other borrowings

 --  

(81,391)

Change in advance payments by borrowers for taxes and insurance

(3,984)

(6,057)

Acquisitions of treasury stock

(174)

 --  

Acquisitions of treasury stock for exercise of stock options

(2,793)

(3,211)

Stock options exercised

4,726 

4,440 

             Net cash used in financing activities

(96,642)

(163,241)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(107,620)

47,941 

CASH AND CASH EQUIVALENTS:

Beginning of period

171,526 

41,918 

End of period

 $      63,906 

 $      89,859 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

      Income tax payments

 $        4,000 

 $             --  

      Interest payments, net of interest credited to deposits

 $      75,196 

 $      99,824 

SUPPLEMENTAL DISCLOSURE OF NON-CASH  

      INVESTING AND FINANCING ACTIVITIES:

      Loans transferred to real estate owned

 $        2,471 

 $        4,121 

      Loan modifications and refinances

 $    160,913 

 $    243,573 

      Purchase of investment in the Capitol Federal Financial Trust I

 $             --  

 $        1,609 

      Tax effect of employee premature disposal of stock options 

 $        4,180 

 $           310 

      Tax effect of  RRP share transactions

 $             19 

 $           208 

      Treasury stock activity related to RRP (excluding RRP shares sold for 

            employee withholding tax purposes)

 $            108 

 $             48 

      Purchase of mortgage-related securities that will settle in a subsequent period

 $       15,000 

 $             --  

      Market value change related to fair value hedge:

            Interest rate swaps hedging FHLB advances

 $      24,551 

 $    (18,321)


(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, deferred income tax assets 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 and per share data is actual, 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. T he 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 at the beginning of the Company's next fiscal year, October 1, 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 basis 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 March 31, 2005 and $11.3 million for the same period last year. Compensation expense for the six months ended March 31, 2005 would have been $20.3 million and $23.3 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

Six Months Ended

March 31,

March 31,

2005

2004

2005

2004

(Dollars in thousands, except per share amounts)

Net income

$17,482

$9,610

$36,055

$14,228

Add:  Stock-based compensation expense included

         in reported net income, net of related tax effects

78

380

94

743

Deduct:  Total stock-based employee

          compensation expense determined under

          fair value based method for all awards,

          net of related tax effects

141

585

189

1,191

Pro forma net income

$17,419

$9,405

$35,960

$13,780

Net earnings per share:

   Basic-as reported

$0.24

$0.14

$0.50

$0.20

   Basic-pro forma

$0.24

$0.13

$0.50

$0.19

   Diluted-as reported

$0.24

$0.13

$0.49

$0.19

   Diluted-pro forma

$0.24

$0.13

$0.49

$0.19

9


4.   Earnings Per Share

For the quarter ended March 31, 2005, basic and diluted earnings per share were $0.24. 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

Six Months Ended

March 31,

March 31,

2005

2004

2005

2004

(Dollars in thousands, except per share amounts)

Net income

$17,482

$9,610

$36,055

$14,228

Average common shares outstanding

72,421,545

71,265,583

72,322,769

71,173,534

Average committed ESOP shares outstanding

50,970

50,964

25,482

25,618

Total basic average common shares

     outstanding

72,472,515

71,316,547

72,348,251

71,199,152

Effect of dilutive RRP shares

2,455

244,369

2,524

235,161

Effect of dilutive stock options

620,933

1,212,387

699,107

1,275,911

Total diluted average common shares outstanding

73,095,903

72,773,303

73,049,882

72,710,224

Net earnings per share:

     Basic

$0.24

$0.14

$0.50

$0.20

     Diluted

$0.24

$0.13

$0.49

$0.19

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 is the 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 an additional 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 and 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. On a weekly basis, management reviews deposit flows, loan demand, cash levels and changes in all market rates to assess all pricing strategies. 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 a re generally priced based upon the 10 year Treasury rate while the rates on our deposits are generally priced based upon short-term Treasury interest 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.

11


The spread between long-term and short-term interest rates has a direct impact on our net interest margin. Short-term interest rates (one year and shorter maturities) continued to increase during the current quarter due to the 50 basis point increase in the Federal Funds rate by the Federal Reserve Board while long-term interest rates increased at a slower pace. This resulted in a continued narrowing of the spread between short-term and long-term interest rates during the quarter. The spread between the two and five year treasuries also 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 cash flows of our interest-earning assets and interest-bearing liabilities. See additional discussion in "Item 3. Quantitative and Qualitative Disclosure About Market Risk."

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 yields earned on our mortgage-related assets generally decrease as repayments received are reinvested at the then current lower market interest rates. 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 quarter, the Bank continued to use excess funds to purchase mortgage loans. Mortgage loans purchased during the quarter totaled $214.6 million of which 93.2% were adjustable-rate products. Adjustable-rate mortgage loans were purchased to supplement our adjustable-rate loan origination volume. Management intends to continue purchasing mortgage loans with the majority of those loans being adjustable-rate loans to the extent available. If adjustable-rate mortgage loans are not available, the Bank will purchase adjustable-rate mortgage-related securities.

During July 2004, the Bank refinanced its outstanding FHLB advances that were not hedged by interest rate swaps. By refinancing the advances, the Bank lowered the interest expense on FHLB advances by $24.9 million during the six months ended March 31, 2005 compared to the same period in the prior year. The Bank is also utilizing interest rate swaps on certain FHLB advances ("swapped FHLB advances") with a notional amount of $800.0 million. 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. The reduction in net interest expense as a result of the interest rate swaps totaled $5.6 million during the six months ended March 31, 2005.

In November 2004, management began a more competitive pricing strategy for money market tiers and select certificates of deposit to become more competitive with the additional desire to grow the balance sheet. The result of this change has been a modest increase in the balance of our money market accounts. However, in our local market several competitors are offering certificates of deposit with original maturities less than 18 months at rates more than 50 basis points higher than our comparable term certificates. The Bank has not responded to what we believe is overly aggressive pricing because of its likely adverse impact on earnings. The result has been a decrease in our certificate of deposit portfolio balance. Management will continue to monitor this pricing situation and its impact on our operations and adjust our pricing of all deposit accounts accordingly. The Bank continues to look for pricing opportunities that will allow us to maintain the Bank's size, or grow the Bank, in a profitable manner.

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 deferred income tax assets 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 (excluding one- to four-family residential loans) 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 great er the credit risks associated with a particular segment, the greater the loss factor. Loss factors increase as individual loans become classified, delinquent, the foreclosure process begins or as economic conditions warrant.

The appropriateness of the allowance is reviewed by management based upon its evaluation of then-existing economic and business conditions affecting our key lending areas. Other conditions that management considers in determining the appropriateness of the allowance include, but are not limited to, changes to our underwriting standards, credit quality trends (including changes in the balance and characteristics of non-performing loans expected to result from existing economic conditions), trends in collateral values, loan volumes and concentrations, and recent loss experience in particular segments of the portfolio that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectibility of those loans.

Senior management reviews these conditions quarterly. To the extent that any of these conditions are evidenced by a specifically identifiable problem loan or portfolio segment as of the evaluation date, management's estimate of the effect of such condition may be reflected as a specific allowance applicable to such loan. Where any of these conditions are not evidenced by a specifically identifiable problem loan or portfolio segment as of the evaluation date, management's evaluation of the loss related to these conditions is reflected in the unallocated allowance associated with our homogeneous population of mortgage loans. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem loans or portfolio segments.

The amounts actually observed in respect to these losses can vary significantly from the estimated amounts. Our methodology permits adjustments to any loss factor used in the computation of the formula allowance in the event that, in management's judgment, significant factors which affect the collectibility of the portfolio, as of the evaluation date, are not reflected in the current loss factors. By assessing the estimated losses inherent in our loan portfolios on a quarterly basis, we can adjust specific and inherent loss estimates based upon more current information.

Assessing the adequacy of the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount and timing of future cash flows expected to be received on impaired loans or changes in the market value of collateral securing loans that may be susceptible to significant change. In the opinion of management, the allowance when taken as a whole, is adequate to absorb reasonable estimated loan losses inherent in our loan portfolios.

Valuation of Mortgage Servicing Rights ("MSR"). The Bank records MSR as a result of retaining the servicing of loans that are sold. Impairment exists if the carrying value of MSR exceeds the estimated fair value of the MSR. MSR are stratified by the underlying loan term and by interest rate. Individual impairment allowances for each stratum are established when necessary and then adjusted in subsequent periods to reflect changes in the measurement of impairment. The estimated fair value of each MSR stratum is determined through analysis of future cash flows incorporating numerous assumptions including: servicing income, servicing costs, market discount rates, prepayment speeds and other market driven data.

The fair value of MSR is highly sensitive to changes in assumptions. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSR. Generally, as interest rates decline, prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR. As interest rates rise, prepayments slow which generally results in an increase in the fair value of MSR. All assumptions are reviewed for reasonableness on a quarterly basis and adjusted as necessary to reflect current and anticipated market conditions. Thus, any measurement of the fair value of MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if applied at a different point in time.

13


Derivative Instruments. The Bank has entered into interest rate swap agreements to hedge certain FHLB advances. The Bank pays a variable rate of interest tied to the one month LIBOR and receives a fixed-rate of interest matching the hedged FHLB advances. When the Bank entered into the interest rate swap agreements, they were designated as fair value hedges. All terms of the interest rate swap agreements relating to the pay-fixed rate components and timing of cash flows match the terms of the hedged FHLB advances. Therefore, the Bank has assumed no ineffectiveness in the hedging relationship and accounts for the interest rate swaps using the shortcut method, under which any gain or loss in the fair value of the interest rate swaps is offset by a gain or loss on the hedged FHLB advances.

Before undertaking the hedge, management formally documented its risk management objectives and strategy, and the relationship between the interest rate swap agreements and the hedged FHLB advances. To qualify for hedge accounting, the interest rate swaps and the related FHLB advances must be designated as a hedge. Both at the inception of the hedge and on an ongoing basis, management assesses whether the hedging relationship is expected to be highly effective in offsetting changes in fair values of the hedged FHLB advances. If at some point it is determined that the interest rate swaps are not highly effective as a hedge, hedge accounting will be discontinued. If hedge accounting is discontinued, changes in the fair value of the interest rate swaps will be recorded in earnings and the hedged FHLB advances will no longer be adjusted for changes in fair value.

Deferred Income Tax Assets. Management assesses the available positive and negative evidence surrounding the recoverability of deferred income tax assets on a quarterly basis. A valuation allowance will be recorded to reduce deferred income tax assets when uncertainty regarding its realizability exists. Management believes no valuation allowance is required at March 31, 2005.

Management Strategy

Our strategy is to operate a retail oriented financial institution dedicated to serving the needs of retail customers in our market areas. Our commitment is to provide the broadest possible access to home ownership through our residential lending programs and to offer a complete set of personal financial products and services. The primary components of our strategy include:

To meet each of these strategies, the Bank must manage its daily cash flows and the cost of those cash flows. Cash flow management is done through:

The Bank manages all of its portfolios, both asset and liability portfolios, including the available-for-sale securities portfolio, essentially as held-to-maturity portfolios. As such, changes in the balance or mix of products in these portfolios do not typically occur quickly, especially in a rising rate environment. Because of this, management looks at changes over a period of time to determine trends that can be changed through various strategies in our local markets, by the investments we make, by the mortgage loans we purchase or by the borrowings we incur.

15


Financial Condition

During the first six months of fiscal year 2005, total assets decreased $42.3 million to $8.50 billion at March 31, 2005. The decrease in assets was mainly attributed to a decrease in investment securities of $132.5 million, a decrease in cash and cash equivalents of $107.6 million and a decrease in mortgage-related securities of $102.6 million, offset by an increase in loans receivable of $299.5 million. The decrease in the balance of investment securities was due to $100.0 million of securities being called by their issuer and $32.0 million of securities maturing. The decrease in cash was due to the purchase of mortgage-related securities and mortgage loans. The $289.8 million of mortgage-related securities purchased during the first two quarters did not offset the $382.8 million of maturities and repayments which resulted in a decrease in the balance of mortgage-related securities. In addition to the mortgage-related securities purchased, the Bank used cash to purchase $384.7 million of mort gage loans during the first six months of fiscal year 2005 of which 76% were adjustable-rate loans. During the six months ended March 31, 2005, the Bank originated, refinanced and purchased loans totaling $754.9 million at an average yield of 5.09%. This volume of originations and purchases was offset by loan repayments of $463.1 million.

Total liabilities decreased $67.5 million to $7.64 billion at March 31, 2005. The decrease was primarily due to a decrease of $76.1 million in deposits. There was also a decrease of $24.6 million in FHLB advances due to the fair market value adjustment recorded on the interest rate swaps. The decrease was offset by an increase of $35.7 million in accounts payable and accrued expenses primarily due to the interest rate swap valuation adjustment and the purchase of mortgage-related securities that will settle in a subsequent period.

Stockholders' equity increased $25.2 million to $857.7 million at March 31, 2005. The increase was primarily due to net income of $36.1 million for the first six months of fiscal year 2005. Stock options exercised also increased equity by $8.9 million. The increase was offset by $20.3 million in dividend payments. See additional information provided under "- Stockholders' Equity."

The following table presents selected balance sheet data for the Company at the dates indicated.

March 31,

December 31,

September 30,

March 31,

2005

2004

2004

2004

(Dollars in thousands, except per share amounts)

Selected Balance Sheet Data:

Total assets

$8,498,764  

$8,549,550  

$8,541,036  

$8,468,146  

Cash and cash equivalents

63,906  

111,047  

171,526  

89,859  

Loans receivable, net

5,046,714  

4,894,863  

4,747,228  

4,367,465  

Mortgage-related securities

2,546,091  

2,632,913  

2,648,708  

2,990,238  

Investment securities

505,617  

587,814  

638,079  

738,790  

Capital stock of FHLB

177,910  

175,962  

174,126  

172,254  

Deposits

4,051,329  

4,150,573  

4,127,472  

4,144,842  

FHLB advances

3,424,878   

3,443,251  

3,449,429  

3,218,321  

Borrowings, other

53,381  

53,367  

53,348  

53,270  

Stockholders' equity

857,656  

846,849  

832,414  

971,414  

Unrealized (loss) gain on AFS

 

  securities, net of income taxes

(4,143)  

(870)  

(1,983) 

4,532  

Equity to total assets at end of period

10.09%

9.91%

9.75%

11.47%

Book value per share

$11.80  

$11.71  

$11.54  

$13.58  

Shares outstanding

72,683,756  

72,299,755  

72,164,055  

71,509,303  

16


 

Loans Receivable. The loan portfolio increased from $4.75 billion at September 30, 2004 to $5.05 billion at March 31, 2005. During the six months ended March 31, 2005, the Bank originated, refinanced and purchased loans totaling $754.9 million at an average rate of 5.09%. The volume of originations and purchases was partially offset by loan repayments of $463.1 million.

Loans that are refinanced represent pre-existing Bank loans that have been paid off with a new loan recorded. This process requires the complete underwriting of the new loan. Refinanced loans totaled $83.6 million during the six months ended March 31, 2005, a decrease of $13.0 million, or 13.4%, from the same period one year ago.

The Bank offers a loan modification program which allows the customer to pay a fee to obtain current market rates without having to process a complete new loan application. Modifications totaled $77.3 million for the six month period ended March 31, 2005, a decrease of $69.7 million, or 47.4%, from the same period one year ago. The average rate on loans modified during the current quarter decreased 71 basis points from 5.99% to 5.28%. Loan modification totals are not included in the following table.

The decreases in refinanced loans and modifications are attributable to the higher interest rate environment during fiscal year 2005.

Generally, during the six month period ended March 31, 2005, the Bank's 30 year fixed-rate loans, with no points paid by the borrower, were priced approximately 150 basis points above the average 10 year Treasury rate, while our 15 year fixed-rate loans were priced approximately 90 basis points above the average 10 year Treasury rate. Our pricing on loans is comparable to the secondary mortgage market pricing.

17


The following table summarizes the activity in the loan portfolio for the periods indicated, excluding changes in loans in process, deferred fees and allowance for loan losses.

For the Three Months Ended

March 31, 2005

December 31, 2004

September 30, 2004

June 30, 2004

Amount

Rate

 

Amount

Rate

 

Amount

Rate

 

Amount

Rate

 

Loans receivable:

(Dollars in thousands)

Beginning balance

$4,938,339 

5.37

%

$4,794,140 

5.38

%

$4,583,879 

5.41

%

$4,412,445 

5.51

%

Originations and refinances

162,163 

5.34

207,993 

5.32

217,160 

5.41

268,833 

5.09

Purchases

214,551 

4.85

170,175 

4.87

227,052 

4.40

197,509 

4.27

Repayments

(229,265)

(233,825)

(234,385)

(297,543)

Other

143 

 

 

(144)

 

 

434 

 

 

2,635 

 

 

Ending balance

$5,085,931 

5.36

%

$4,938,339 

5.37

%

$4,794,140 

5.38

%

$4,583,879 

5.41

%

For the Six Months Ended 

March 31, 2005

March 31, 2004

Amount

Rate

 

Amount

Rate

 

(Dollars in thousands)

Loans receivable:

Beginning balance

$4,794,140 

5.38

%

$4,354,925 

5.65

%

Originations and refinances

370,156 

5.33

407,840 

5.14

Purchases

384,726 

4.86

112,504 

4.69

Repayments

(463,090)

(461,304)

Other

 (1)

 

 

(1,520)

 

 

Ending balance

$5,085,931 

5.36

%

$4,412,445 

5.51

%

18


The following table presents the Company's loan portfolio at the dates indicated.

March 31, 2005

December 31, 2004

September 30, 2004

Amount

Average Rate

% of Total

Amount

Average Rate

% of Total

Amount

Average Rate

% of Total

(Dollars in thousands)

Real Estate Loans:

     One- to four-family

$4,790,225

5.30

%

94.19

%

$4,639,367

5.33

%

93.94

%

$4,492,205

5.36

%

93.70

%

     Multi-family

41,289

6.52

0.81

41,138

6.52

0.83

35,421

6.54

0.74

     Commercial

7,387

6.52

0.15

5,425

6.53

0.11

8,698

6.61

0.18

     Construction and development

46,129

5.18

0.90

47,690

5.23

0.97

54,782

5.34

1.14

          Total real estate loans

4,885,030

5.31

96.05

4,733,620

5.34

95.85

4,591,106

5.37

95.76

Consumer Loans:

     Savings loans

8,357

4.72

0.16

8,746

4.55

0.18

9,141

4.49

0.19

     Home improvement

517

7.59

0.01

516

7.46

0.01

636

7.83

0.01

     Automobile

2,341

7.40

0.05

2,268

7.61

0.05

2,274

7.96

0.05

     Home equity

188,811

6.66

3.71

192,154

6.16

3.89

189,861

5.67

3.96

     Other

875

10.35

0.02

1,035

10.23

0.02

1,122

10.03

0.03

          Total consumer loans

200,901

6.61

3.95

204,719

6.13

4.15

203,034

5.67

4.24

Total loans receivable

5,085,931

5.36

%

100.00

%

4,938,339

5.37

%

100.00

%

4,794,140

5.38

%

100.00

%

Less:

     Loans in process

19,669

21,925

23,623

     Deferred fees and discounts

15,094

17,078

18,794

     Allowance for losses

4,454

4,473

4,495

          Total loans receivable, net

$5,046,714

$4,894,863

$4,747,228

Other information:

Loans serviced for others

$507,663

$534,918

$568,005

19


 

The balance of non-performing loans continued to be low for the period ended March 31, 2005. Non-performing loans include loans primarily 90 days or more delinquent or in the process of foreclosure. At March 31, 2005, our ratio of non-performing loans to total loans was 0.09%, down from 0.13% at September 30, 2004. The balance of real estate owned is represented by 41 properties with an average balance of approximately $79 thousand at March 31, 2005. Loans 30 to 89 days delinquent, which are not included in non-performing loans, decreased approximately $24 thousand from September 30, 2004 to March 31, 2005.

The risk that the balance of our non-performing loans may increase is primarily driven by the state of the local economies in which we lend. In most of our market areas, the economy has continued to be generally stable. Other risks to our loan portfolio remained largely unchanged from September 30, 2004, as property values have remained stable or increased.

The following table presents the Company's 30-89 day delinquent loans, non-performing loans and real estate owned, at the dates indicated. The ratios of non-performing loans to total loans and non-performing assets to total assets do not include loans that are 30-89 days delinquent. Non-performing assets includes non-performing loans and real estate owned.

March 31,

December 31,

September 30,

March 31,

2005

2004

2004

2004

Asset Quality Information:

(Dollars in thousands)

  Loans 30-89 days delinquent

$22,577

$22,190

$22,601

$22,602

  Non-performing loans

4,514

5,193

6,071

7,653

  Real estate owned

3,245

3,382

4,249

4,569

Asset Quality Ratios:

  Non-performing assets to total assets

0.09

%

0.10

%

0.12

%

0.14

%

  Non-performing loans to total loans

0.09

%

0.11

%

0.13

%

0.18

%

The allowance for loan losses as a percentage of non-performing loans was 98.67% at March 31, 2005, compared to 74.04% at September 30, 2004. The increase in the ratio of allowance for loan losses to non-performing loans primarily resulted from a decrease in non-performing loans. Non-performing loans decreased $1.6 million, or 25.7% from September 30, 2004. Charge-offs net of recoveries, year-to-date of $41 thousand, represent 0.45% of average non-performing assets and less than 0.01% of the average outstanding balance of loans receivable.

The following table presents the Company's activity for the allowance for loan losses and related ratios at the dates and for the periods indicated.

For the Three Months Ended

For the Six Months Ended

March 31,

March 31,

2005

2004

2005

2004

Allowance for loan losses:

(Dollars in thousands)

Beginning balance

$4,473

$4,537

$4,495

$4,550

Losses charged against the allowance:

  One- to four-family loans

16

16

32

30

  Multi-family loans

--

--

--

--

  Commercial and other loans

--

--

--

--

  Consumer loans

7

14

28

35

    Total charge-offs

23

30

60

65

  Recoveries

4

3

19

25

  Provision charged to expense

--

--

--

--

Ending balance

$4,454

$4,510

$4,454

$4,510

Allowance for loan losses to non-

  performing loans

98.67

%

58.93

%

Allowance for loan losses to loans

  receivable, net

0.09

%

0.10

%

20


Mortgage-Related Securities. The balance of mortgage-related securities decreased from $2.65 billion at September 30, 2004 to $2.55 billion at March 31, 2005. The decrease of $102.6 million was due to maturities and repayments in excess of purchases during the period. There were $289.8 million of purchases during the six month period ended March 31, 2005 of which 66% were adjustable-rate securities. The adjustable-rate securities purchased had an average of 4.86 years until their first repricing opportunity.

The increase in the yield at March 31, 2005 from September 30, 2004 was due primarily to a decrease in the amortization of net premiums because of a decrease in prepayment activity as a result of an increase in long-term interest rates between the two time periods.

The decrease in the valuation of available-for-sale ("AFS") securities during the March 31, 2005 quarter was primarily due to decreased valuations of the adjustable-rate securities in the AFS portfolio.

21


The following table provides a summary of the activity in our portfolio of mortgage-related securities for the periods presented. The yields and weighted average life ("WAL") for purchases are presented as recorded at the time of purchase. The yields for the beginning and ending balances are as of the period presented and are generally derived from recent prepayment activity on the securities in the portfolio as of the dates presented. The beginning and ending WAL is the estimated remaining maturity of the underlying collateral after projected prepayment speeds have been applied.

For the Three Months Ended

March 31, 2005

December 31, 2004

September 30, 2004

June 30, 2004

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Mortgage-related securities:

(Dollars in thousands)

Beginning balance

$2,632,913 

3.70

%

3.22

$2,648,708 

3.57

%

3.35

$2,890,609 

3.31

%

4.93

$2,990,238 

3.65

%

4.54

Maturities and repayments

(173,618)

(209,201)

(252,584)

(359,815)

Net amortization of premiums/discounts

(2,698)

(3,412)

(4,247)

(7,059)

Purchases:

  Fixed

2,321 

4.96

7.28

96,907 

4.35

4.47

1,626 

5.12

6.40

193,154 

4.57

5.58

  ARMs

92,445 

4.70

10.44

98,118 

4.32

9.24

 -- 

--

--

97,891 

4.05

10.17

Change in valuation on AFS securities

(5,272)

 

 

 

1,793 

 

 

 

13,304 

 

 

 

(23,800)

 

 

 

Ending balance

$2,546,091 

3.81

%

3.39

$2,632,913 

3.70

%

3.22

$2,648,708 

3.57

%

3.35

$2,890,609 

3.31

%

4.93

For the Six Months Ended

March 31, 2005

March 31, 2004

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Mortgage-related securities:

(Dollars in thousands)

Beginning balance

$2,648,708 

3.57

%

3.35

$2,944,174 

2.99

%

3.14

Maturities and repayments

(382,819)

(547,772)

Net amortization of premiums/discounts

(6,110)

(10,416)

Purchases:

  Fixed

99,228 

4.36

4.54

175,903 

4.22

5.25

  ARMs

190,563 

4.50

9.82

418,215 

3.31

10.07

Change in valuation on AFS securities

(3,479)

 

 

 

10,134 

 

 

 

Ending balance

$2,546,091 

3.81

%

3.39

$2,990,238 

3.65

%

4.54

22


 

 

Investment securities. Investment securities, which consist of agency bonds, decreased from $638.1 million at September 30, 2004 to $505.6 million at March 31, 2005. The decrease in the balance and the yield from September 30, 2004 was due to the calls and maturities of securities with a weighted average yield of 6.25%. The increase in the WAL at March 31, 2005 from September 30, 2004 was due to increases in long-term interest rates making the callable securities in the portfolio less likely to be called.

The yields and WAL for purchases are presented as recorded at the time of purchase. The yields for the beginning and ending balances are as of the periods presented. The beginning and ending WAL is the estimated remaining maturity of the underlying collateral after projected call dates have been considered, based upon market rates at each date presented.

The following table provides a summary of the activity of investment securities for the periods presented.

For the Three Months Ended

March 31, 2005

December 31, 2004

September 30, 2004

June 30, 2004

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Investment securities:

(Dollars in thousands)

Beginning balance

$587,814 

4.79

%

1.69

$638,079 

4.89

%

1.73

$663,355 

4.89

%

5.07

$738,690 

4.90

%

1.72

Maturities and calls

(82,000)

(50,000)

(25,000)

(75,000)

Net amortization of premiums/discounts

(197)

(265)

(276)

(335)

Purchases and transfers

 -- 

 

 

 

 -- 

 

 

 

 -- 

 

 

 

 -- 

 

 

 

Ending balance

$505,617 

4.65

%

3.01 

$587,814 

4.79

%

1.69

$638,079 

4.89

%

1.73

$663,355 

4.89

%

5.07

For the Six Months Ended

March 31, 2005

March 31, 2004

Amount

Yield

 

WAL

Amount

Yield

 

WAL

Investment securities:

(Dollars in thousands)

Beginning balance

$638,079 

4.89

%

1.73

$1,022,412 

3.52

%

1.53

Maturities and calls

(132,000)

(430,205)

Net amortization of premiums/discounts

(462)

(3,517)

Purchases and transfers

 -- 

 

 

 

150,000 

5.92

 

15.00

Ending balance

$505,617 

4.65

%

3.01

$738,690 

4.90

%

1.72

23


Liabilities.   Liabilities decreased $67.5 million from $7.71 billion at September 30, 2004 to $7.64 billion at March 31, 2005. The decrease was primarily due to a decrease of $76.1 million in deposits. The Bank is accounting for the interest rate swaps 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. There was also a decrease of $24.6 million in FHLB advances due to the fair value adjustment recorded on advances hedged with interest rate swaps. The decrease in liabilities was offset by an increase of $35.7 million in accounts payable and accrued expenses primarily due to the interest rate swap fair value adjustment and the purchase of mortgage-related securities that will settle in a subsequent period.

From September 30, 2004 to March 31, 2005, deposits decreased $76.1 million to $4.05 billion, due to a decrease in certificates of $120.2 million. There are several local competitors offering certificates with original maturities less than 18 months at rates more than 50 basis points higher than our comparable term certificates. We have not responded with comparable offerings as we do not believe the cost of such funds are balanced with the Bank's opportunities for investments. The decrease in certificates was partially offset by increases in demand deposit, passbook & passcard and money market select accounts.

The table below presents the Company's deposit portfolio at the dates indicated.

At

At

At

March 31, 2005

December 31, 2004

September 30, 2004

Average

% of

Average

% of

Average

% of

Amount

Cost

Total

Amount

Cost

Total

Amount

Cost

Total

(Dollars in thousands)

Demand

$     413,530

0.21

%

10.21

%

$     413,837

0.21

%

9.97

%

$  380,463

0.21

%

9.22

%

Passbook & passcard

129,132

0.65

3.19

124,334

0.65

3.00

125,992

0.65

3.05

Money market select

937,695

1.86

23.14

927,472

1.78

22.34

929,862

1.33

22.53

Certificates

2,570,972

3.06

 

63.46

 

2,684,930

2.86

 

64.69

 

2,691,155

2.79

 

65.20

 

Total deposits

$  4,051,329

2.41

%

100.00

%

$  4,150,573

2.29

%

100.00

%

$4,127,472

2.16

%

100.00

%

The following table presents deposit activity for the periods indicated.

For the Three Months Ended

For the Six Months Ended

March 31,

December 31,

September 30,

June 30,

March 31,

March 31,

2005

2004

2004

2004

2005

2004

(Dollars in thousands)

(Dollars in thousands)

Opening balance

$    4,150,573

$    4,127,472

$    4,174,113

$    4,144,842

$    4,127,472

$    4,237,889

  Deposits

1,692,679

1,697,254

1,619,660

1,701,202

3,389,933

3,186,883

  Withdrawals

1,813,327

1,694,423

1,686,291

1,691,814

3,507,750

3,322,349

  Interest credits

21,404

20,270

19,990

19,883

41,674

42,419

Ending balance

$    4,051,329

$    4,150,573

$    4,127,472

$    4,174,113

$    4,051,329

$    4,144,842

Net (decrease) increase

$      (99,244)

$         23,101

$      (46,641)

$         29,271

$      (76,143)

$ (93,047)

24


Stockholders' Equity. Total stockholders' equity increased $25.2 million from $832.4 million at September 30, 2004 to $857.7 million at March 31, 2005. The increase was primarily due to $36.1 million in net income and partially due to ESOP related transactions and the exercise of stock options. The increase in stockholders' equity was partially offset by dividends paid of $20.3 million and by the acquisition of treasury stock and adjustments related to the unrealized gain/(loss) on AFS securities.

As shares are released from the ESOP for allocation, compensation expense is recognized and the balance of Unearned Compensation ESOP is reduced. Dividends paid on unallocated shares in the ESOP are used to fund the debt service associated with acquiring the shares. Dividends received on unallocated shares in the ESOP in excess of the debt service are distributed to participants or participants' ESOP accounts after the end of each fiscal year. As the excess dividends are accumulated during the fiscal year, the balance of the Unearned Compensation ESOP is increased reflecting the liability due to participants. The distribution of the excess dividends are recorded as a reduction in Unearned Compensation ESOP. During fiscal year 2004, there were $2.6 million of dividends paid on unallocated ESOP shares in excess of the scheduled ESOP debt service. The $2.6 million was distributed during the first quarter of fiscal year 2005 which reduced Unearned Compensation ESOP. There were $555 thousand of fiscal year 200 5 dividends estimated to be in excess of the scheduled debt service for fiscal year 2005 recorded in Unearned Compensation ESOP which offset the $2.6 million distributed. These two items resulted in a net reduction of $2.1 million in Unearned Compensation ESOP.

Each quarter since the Company's initial public offering, approximately 50,410 shares of Company stock have been allocated to the ESOP participants, decreasing the balance of ESOP unearned compensation by $504 thousand per quarter or $1.0 million to-date in fiscal year 2005. During the first six months of fiscal year 2005, mark-to-market adjustments of $2.5 million were recorded in additional paid-in capital on the allocated shares in accordance with SOP 93-6.

The balance of accumulated other comprehensive loss increased $2.2 million during the six month period due to the unrealized gain/(loss) adjustment on AFS securities. See further explanation of the adjustment in the "Mortgage-Related Securities" discussion.

The balance of treasury stock decreased $4.7 million and the balance of additional paid-in capital increased $4.2 million during the six months ended March 31, 2005 due to the exercise of stock options. The Company acquired $3.0 million of treasury stock during the period, primarily due to the exchange of shares for the exercise of options.

Dividends from the Company are the only source of funds for MHC. It is expected that MHC will waive future dividends except to the extent dividends are needed to fund continuing operations. The following table shows the number of shares eligible to receive dividends ("public shares") because of the waiver of dividends by MHC at March 31, 2005:

Total voting shares outstanding at September 30, 2004

           73,990,801 

Treasury stock acquisitions

                (81,337)

Net RRP grants (net of forfeitures)

                  11,200 

Options exercised, net

                494,818 

Total voting shares outstanding at March 31, 2005

           74,415,482 

Unvested shares in ESOP

           (1,814,746)

Shares held by MHC

         (52,192,817)

Total public shares at March 31, 2005

           20,407,919 

25


The following table presents dividends paid each quarter for calendar years 2005, 2004 and 2003. The actual amount of the dividend to be paid during the quarter ending June 30, 2005, as declared on April 26, 2005, will be based upon the number of shares outstanding on the record date, May 6, 2005. The amount shown below is based upon shares outstanding on April 29, 2005. This does not represent the actual dividend payout, but rather management's estimate of the number of dividend shares and total dividend payout at this time.

Calendar Year

2005

2004

2003

Quarter ended March 31

Number of dividend shares

20,634,728

19,220,972

18,709,623

Dividend per share

$0.50

$0.50

$0.22

Total dividends paid

$10,317

$9,610

$4,116

Quarter ended June 30

Number of dividend shares

20,388,119

19,633,381

18,773,223

Dividend per share

$0.50

$0.50

$0.23

Total dividends paid

$10,194

$9,817

$4,318

Quarter ended September 30

Number of dividend shares

N/A

19,762,800

18,889,120

Dividend per share

N/A

$0.50

$0.24

Total dividends paid

N/A

$9,881

$4,533

Quarter ended December 31

Number of dividend shares

N/A

20,051,788

19,165,403

Dividend per share

N/A

$0.50

$0.50

Total dividends paid

N/A

$10,026

$9,582

Special year end dividend

Number of dividend shares

N/A

N/A

19,171,397

Dividend per share

N/A

N/A

$0.81

Total dividends paid

N/A

N/A

$15,529

Calendar year-to-date dividends per share

$1.00

$2.00

$2.00

 

Comparison of Operating Results for the Three Months Ended March 31, 2005 and 2004

For the three months ended March 31, 2005, the Company recognized net income of $17.5 million, compared to net income of $9.6 million for the same quarter one year ago, an increase of $7.9 million. The increase in net income was primarily due to an increase in net interest and dividend income of $12.0 million between the two quarters.

The increase in net interest and dividend income was primarily due to a decrease in interest expense on FHLB advances. The average rate on the FHLB advances decreased 140 basis points compared to the prior year quarter due to refinancing certain FHLB advances in July 2004. The refinancing of FHLB advances reduced the interest expense on the FHLB advances by $12.4 million compared to the prior year quarter. The reduction in interest expense was partially offset by a $3.0 million increase in interest expense on the variable-rate portion of the interest rate swaps due to the increase in the one month LIBOR rate between the two periods. The swapped FHLB advances had an average pay rate of 5.04% during the quarter, versus 3.59% for the prior year quarter. Because the pay rate on the swapped FHLB advances is adjustable (248 basis points over one month LIBOR), our interest expense on these advances will continue to increase if the one month LIBOR rate continues to increase. See "Item 3. Quantitative and Qualitat ive Disclosure about Market Risk."

The increase in net interest and dividend income compared to the same quarter one year ago was also due to an increase of $3.9 million in interest income on interest-earning assets. The average yield of interest-earning assets increased 14 basis points and the average balance of interest-earning assets increased $95.2 million.

The increase in interest income between the two periods was primarily due to a $6.5 million increase in interest income on loans. The average balance of loans increased $613.0 million, while the average yield decreased 16 basis points. The increase in the average balance of loans was primarily due to the purchase of mortgage loans. The decrease in the average yield was due to the reduction in the average rate on mortgages held in the portfolio as a result of loan modifications, refinances, purchases and originations of mortgage loans at rates which are generally below the existing average loan portfolio rate.

26


There was only a slight increase in interest income on mortgage-related securities compared to the same quarter one year ago. The average yield on mortgage-related securities increased 16 basis points, but the average balance decreased $106.3 million. During fiscal year 2004, almost half of the mortgage-related security portfolio matured or prepaid. While the entire amount of the maturing or prepaid balance was not replaced, the securities that were purchased were generally at rates which were higher than the existing average yield on the mortgage-related security portfolio. Since not all of the maturing or prepaid balance was replaced, the average balance of mortgage-related securities decreased.

The increases in interest income on loans and mortgage-related securities were offset by a $3.1 million decrease in interest income on investment securities compared to the same quarter one year ago. The average yield on investment securities increased 19 basis points, but the average balance decreased $299.7 million. The increase in the average yield and decrease in the average balance is due to the maturity of lower yielding securities which were not replaced.

The decrease in interest expense on FHLB advances was offset by an increase in interest expense on deposits and an increase in interest expense on other borrowings compared to the same quarter one year ago. The average rate on deposits increased 11 basis points while the average balance decreased $40.8 million due primarily to a decrease in the certificate of deposit portfolio. The change in the average rate and balance resulted in a $674 thousand increase in interest expense on deposits. The increase in interest expense on other borrowings was primarily attributable to the issuance by the Company of $53.6 million in Junior Subordinated Deferrable Interest Debentures ("debentures") in March 2004 in connection with a trust preferred securities offering. A full quarter of interest expense related to the debentures was recorded in the current quarter compared to the same period one year ago in which interest was recorded for only a partial quarter.

Other income decreased primarily due to a decrease in Other, net. The decrease in Other, net was primarily due to an adjustment in the carrying value of annuities purchased by the Bank in the 1980's, generally on officers who have retired or are deceased and to a decrease in the gains realized on the sale of real estate owned by the Bank.

Other expenses decreased $448 thousand to $18.0 million for the quarter ended March 31, 2005. The decrease was primarily in salaries and employee benefits due to a decrease in ESOP and RRP expense and in Other, net, due to a recovery of $574 thousand of the MSR impairment allowance in the current quarter compared to MSR impairment charges totaling $293 thousand recorded in the same quarter one year ago.

Income tax expense increased from $6.5 million for the quarter ended March 31, 2004 to $10.9 million for the quarter ended March 31, 2005. The effective tax rate for the current quarter was 38.3%, a decrease of 205 basis points from the same period one year ago. The decrease in the effective tax rate was primarily a result of the increased level of earnings of the Company which reduced the impact of certain nondeductible expenses and a change in the Company's estimate of the impact of tax benefits associated with the ESOP. The increase in the amount of income tax expense was a direct result of an increase in earnings compared to the same period one year ago.

The Company's efficiency ratio for the quarter ended March 31, 2005 was 38.94% compared to 53.66% for the quarter ended March 31, 2004. The improvement in the efficiency ratio was largely due to the increase in net interest income, primarily a result of refinancing certain FHLB advances. The efficiency ratio measures a financial institution's total other expenses as a percent of its net interest margin and its other income. A lower value indicates that a financial institution is generating revenue with a lower level of expense. Another measure of a financial institution's ability to operate effectively is the operating expense ratio. The operating expense ratio is the ratio of total other expenses to total average assets. The Company's operating expense ratio for the quarter ended March 31, 2005 was 0.84%, compared to 0.88% one year ago.

27


The following table presents the three month average balances of our assets, liabilities and stockholders' equity and the related yields and costs on our interest-earning assets and interest-bearing liabilities for the periods indicated. The yields and costs include amortization of fees, costs, premiums and discounts which are considered adjustments to interest rates.

For the Three Months Ended

March 31, 2005

December 31, 2004

September 30, 2004

March 31, 2004

Average

 

Average

 

Average

 

Average

 

Outstanding

Yield/

Outstanding

Yield/

Outstanding

Yield/

Outstanding

Yield/

Balance

 

Rate

Balance

 

Rate

Balance

 

Rate

Balance

 

Rate

Assets:

(Dollars in thousands)

  Interest-earning assets:

     Loans receivable

$ 4,955,593

5.42

%

$ 4,816,683

5.46

%

$ 4,660,619

5.50

%

$ 4,342,622

5.58

%

     Mortgage-related securities

2,622,631

3.71

2,704,181

3.59

2,788,155

3.44

2,728,942

3.55

     Investment securities

553,954

4.74

632,010

4.90

642,069

4.91

853,671

4.55

     Cash and cash equivalents

52,738

2.34

47,927

1.73

99,751

1.28

169,648

0.86

     Capital stock of FHLB

175,984

 

4.49

174,146

 

4.18

172,511

 

3.75

170,784

 

3.50

  Total interest-earning assets

8,360,900

4.80

8,374,947

4.76

8,363,105

4.68

8,265,667

4.66

  Other noninterest-bearing assets

175,421

191,941

167,222

150,621

Total assets

$ 8,536,321

$ 8,566,888

$ 8,530,327

$ 8,416,288

Liabilities and stockholders' equity:

  Interest-bearing liabilities:

     Deposits

$ 4,106,217

2.33

$ 4,126,050

2.22

$4,151,506

2.17

$ 4,146,973

2.22

     FHLB advances

3,441,798

4.09

3,450,167

3.95

3,383,679

4.19

3,201,891

5.49

     Borrowings, other

53,372

 

5.50

53,360

 

4.92

53,343

 

4.45

4,685

 

3.88

  Total interest-bearing liabilities

7,601,387

3.15

7,629,577

3.02

7,588,528

3.08

7,353,549

3.65

  Other noninterest-bearing liabilities

83,399

97,422

79,326

98,354

  Stockholders' equity

851,535

839,889

862,473

964,385

Total liabilities and

      stockholders' equity

$ 8,536,321

$ 8,566,888

$ 8,530,327

$ 8,416,288

Net interest rate spread

1.65

%

1.74

%

1.60

%

1.01

%

Net interest-earning assets

$    759,513

$    745,370

$    774,577

$    912,118

Net interest margin

1.95

%

1.99

%

1.85

%

1.40

%

Ratio of interest-earning assets

      to interest-bearing liabilities

1.10

1.10

1.10

1.12

Selected Performance Ratios:

  Return on average assets (annualized)

0.82

%

0.87

%

(0.94)

%

0.46

%

  Return on average equity (annualized)

8.21

8.85

(9.31)

3.99

  Average equity to average assets

9.98

9.80

10.11

11.46

28


 

The following table presents selected income statement information for the quarters indicated.

For the Three Months Ended

March 31,

December 31,

September 30,

June 30,

March 31,

2005

2004

2004

2004

2004

Selected income statement data:

(Dollars in thousands, except per share amounts)

Interest and dividend income:

  Loans receivable

$  67,028

$  65,723

$  64,075

$  60,916

$  60,546

  Mortgage-related securities

24,353

24,271

24,010

23,427

24,227

  Investment securities

6,563

7,745

7,879

8,403

9,708

  All other interest and

    dividend income

2,252

2,045

1,949

1,687

1,849

     Total interest and

       dividend income

100,196

99,784

97,913

94,433

96,330

Interest expense:

  Deposits

23,644

23,072

22,670

22,295

22,970

  FHLB advances

34,961

34,456

36,029

44,416

44,427

  Other borrowings

734

670

606

538

45

     Total interest expense

59,339

58,198

59,305

67,249

67,442

Provision for loan losses

--

--

44

20

--

Net interest and

     dividend income

40,857

41,586

38,564

27,164

28,888

Other income

5,502

5,831

6,103

5,934

5,690

Prepayment penalty on FHLB advances

--

--

236,109

--

--

Other expenses

18,010

17,603

17,640

17,210

18,458

Income tax expense (benefit)

10,867

11,241

(79,094)

6,403

6,510

     Net income (loss)

$   17,482

$  18,573

($129,988)

$   9,485

$   9,610

Basic earnings (loss) per share

$      0.24

$     0.26

($    1.81)

$    0.13

$    0.14

Diluted earnings (loss) per share

$      0.24

$     0.25

($    1.81)

$    0.13

$    0.13

Dividends declared per share

$      0.50

$     0.50

$     0.50 

$    0.50

$    0.50

29


 

The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the quarter ended March 31, 2005 to the quarter ended March 31, 2004. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate, (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year, and (3) changes due to both rate and volume, which are changes in the average balance multiplied by the change in the average rate.

Quarter Ended March 31,

2005 vs. 2004

Increase (Decrease) Due to

Rate/

Volume

 

Rate

 

Volume

 

Total

(Dollars in thousands)

Interest-earning assets:

Loans receivable, net

  $        8,532 

  $       (1,731)

  $          (319)

  $        6,482 

Mortgage-related securities

(944)

1,113 

(43)

126 

Investment securities

(3,408)

406 

(143)

(3,145)

Capital stock of FHLB

27 

422 

13 

462 

Cash equivalents

(254)

 

627 

 

(432)

(59)

Total interest-earning assets

 $         3,953 

 

 $            837 

 

 $           (924)

 

 $         3,866 

Interest-bearing liabilities:

Savings deposits

 $                6 

 $               (3)

 $               --   

 $                3 

Demand and NOW deposits

40 

1,186 

15 

1,241 

Certificate accounts

(703)

136 

(3)

(570)

FHLB advances and other borrowings

4,330 

 

(12,188)

 

(919)

(8,777)

Total interest-bearing liabilities

 $         3,673 

 

 $      (10,869)

 

 $           (907)

 

 $        (8,103)

Net interest income

 $       11,969 

30


 

The following table presents rate information at the dates indicated.

March 31,

December 31,

September 30,

March 31,

2005

2004

2004

2004

Average Yield / Cost at End of Period:

(annualized)

Loans receivable

5.44

%

5.48

%

5.44

%

5.57

%

Mortgage-related securities

3.81

3.70

3.57

3.65

Investment securities

4.65

4.79

4.89

4.90

Deposits

2.41

2.29

2.16

2.17

FHLB advances

4.13

4.01

3.86

5.46

Borrowings, other

5.43

4.84

4.37

3.88

 

The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the quarter ended March 31, 2005 to the quarter ended December 31, 2004. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate, (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year, and (3) changes due to both rate and volume, which are changes in the average balance multiplied by the change in the average rate.

Quarter Ended

March 31, 2005 vs. December 31, 2004

Increase (Decrease) Due to

Rate/

Volume

 

Rate

 

Volume

 

Total

(Dollars in thousands)

Interest-earning assets:

Loans receivable, net

 $         1,816 

 $           (488)

$            (23)

 $         1,305 

Mortgage-related securities

(732)

839 

(25)

82 

Investment securities

(956)

(258)

32 

(1,182)

Capital stock of FHLB

(23)

133 

111 

Cash equivalents

15 

 

74 

 

96 

Total interest-earning assets

 $            120 

 

 $            300 

 

$              (8)

 

               412 

Interest-bearing liabilities:

Savings deposits

 $                1 

 $                3 

 $               --   

 $                4 

Demand and NOW deposits

43 

505 

554 

Certificate accounts

(782)

807 

(11)

14 

FHLB advances and other borrowings

(10)

 

578 

 

569 

Total interest-bearing liabilities

 $           (748)

 

 $         1,893 

 

 $               (4)

 

            1,141 

Net interest income

 $           (729)

31


Comparison of Operating Results for the Six Months Ended March 31, 2005 and 2004

For the six months ended March 31, 2005, the Company recognized net income of $36.1 million compared to net income of $14.2 million for the same period one year ago, an increase of $21.9 million. The increase in net income was primarily due to an increase in net interest and dividend income of $32.0 million between the two periods.

The increase in net interest and dividend income was primarily due to a decrease in interest expense on FHLB advances. The average rate on FHLB advances decreased 172 basis points compared to the prior year six month period due to refinancing certain FHLB advances in July 2004. The refinancing of FHLB advances reduced the interest expense on the FHLB advances by $24.1 million compared to the prior year period. The reduction in interest expense was partially offset by a $450 thousand increase in interest expense on the variable-rate portion of the interest rate swaps due to the increase in the one month LIBOR rate between the two periods. The swapped FHLB advances had an average pay rate of 4.77% during the first six months of fiscal year 2005 compared to 3.59% for the same period one year ago. Because the pay rate on the swapped FHLB advances is adjustable (248 basis points over one month LIBOR), our interest expense on these advances will continue to increase if the one month LIBOR continues to increase. See "Item 3. Quantitative and Qualitative Disclosure about Market Risk."

The increase in net interest and dividend income compared to the same period one year ago was also due to a $7.5 million increase in interest income on interest-earning assets. The average yield of interest-earning assets increased 15 basis points and the average balance of interest-earning assets increased $55.2 million.

The increase in interest income was primarily due to a $10.4 million increase in interest income on loans. The average balance of loans increased $550.6 million, while the average yield decreased 21 basis points. The increase in the average balance of loans was primarily due to the purchase of mortgage loans. The decrease in the average yield was due to the reduction in the average rate on mortgages held in the portfolio as a result of loan modifications, refinances, purchases and originations of mortgage loans at rates which are generally below the average loan portfolio rate.

The increase in interest income was also partially due to a $1.6 million increase in interest income on mortgage-related securities. The average yield on mortgage-related securities increased 23 basis points, while the average balance decreased $86.2 million. As previously discussed, the change in the average yield and balance was due to mortgage-related securities that matured or prepaid during fiscal year 2004.

The increases in interest income on loans and mortgage-related securities were offset by a $5.4 million decrease in interest income on investment securities compared to the same period one year ago. The average yield on investment securities increased 76 basis points, while the average balance decreased $377.0 million. As previously discussed, the increase in the yield and decrease in the average balance was due to the maturity of lower yielding securities which were not replaced.

The $1.3 million decrease in interest expense on deposits slightly increased net interest income compared to the same period one year ago. The decrease in interest expense on deposits was primarily due to a decrease in the average balance of $49.3 million due to a decrease in the certificate of deposit portfolio.

The $1.1 million increase in interest expense on other borrowings slightly decreased net interest income compared to the same period one year ago. The increase in interest expense on other borrowings was due to a full six months of interest expense on the debentures being recorded for the six months ended March 31, 2005.

Other expenses decreased $2.5 million to $35.6 million for the six month period ended March 31, 2005. The decrease was primarily in salaries and employee benefits due to a decrease in ESOP and RRP expenses and in Other, net, due to a recovery of $574 thousand of the MSR impairment allowance in the current period while MSR impairment charges totaling $1.1 million were recorded in the same period one year ago. The assumptions used to calculate the fair value of MSR are reviewed and updated quarterly. During the current quarter, the prepayment speed assumptions were decreased and the discount rate was updated to reflect current market interest rates. The changes in these assumptions resulted in a recovery of the MSR impairment allowance during the quarter.

Income tax expense increased from $9.6 million for the six month period ended March 31, 2004 to $22.1 million for the six month period ended March 31, 2005. The effective tax rate for the current six month period was 38.0%, a decrease of 238 basis points from the same period one year ago. The decrease in the effective tax rate was primarily a result of the increased level of earnings of the Company which reduced the impact of certain nondeductible expenses and a change in the Company's estimate of the impact of tax benefits associated with the ESOP. The increase in the amount of income tax expense was a direct result of an increase in earnings compared to the same period one year ago.

32


The Company's efficiency ratio for the six months ended March 31, 2005 was 38.09% compared to 61.70% for the same period one year ago. The improvement in the efficiency ratio was largely due to the increase in net interest income, primarily a result of refinancing the FHLB advances. The Company's operating expense ratio for the six months ended March 31, 2005 was 0.83%, compared to 0.90% one year ago.

The following table presents the six month average balances of our assets, liabilities and stockholders' equity and the related yields and costs on our interest-earning assets and interest-bearing liabilities for the periods indicated. The yields and costs include amortization of fees, costs, premiums and discounts which are considered adjustments to interest rates.

For the Six Months Ended

March 31, 2005

March 31, 2004

Average

 

Average

 

Outstanding

Yield/

Outstanding

Yield/

Balance

 

Rate

Balance

 

Rate

Assets:

(Dollars in thousands)

  Interest-earning assets:

     Loans receivable

$ 4,885,452

5.44

%

$ 4,334,850

5.65

%

     Mortgage-related securities

2,663,854

3.65

2,750,052

3.42

     Investment securities

593,411

4.82

970,441

4.06

     Cash and cash equivalents

50,864

2.02

88,060

0.86

     Capital stock of FHLB

175,055

 

4.34

170,033

 

3.50

  Total interest-earning assets

8,368,636

4.78

8,313,436

4.63

  Other noninterest-bearing assets

183,262

143,871

Total assets

$ 8,551,898

$ 8,457,307

Liabilities and stockholders' equity:

  Interest-bearing liabilities:

     Deposits

$ 4,117,983

2.28

$ 4,167,250

2.29

     FHLB advances

3,446,028

4.02

3,215,665

5.74

     Borrowings, other

53,366

 

5.21

2,330

 

3.88

  Total interest-bearing liabilities

7,617,377

3.09

7,385,245

3.80

  Other noninterest-bearing liabilities

88,972

103,332

  Stockholders' equity

845,549

968,730

Total liabilities and stockholders' equity

$ 8,551,898

$ 8,457,307

Net interest rate spread

1.69

%

0.83

%

Net interest-earning assets

$   751,259

$   928,191

Net interest margin

1.97

%

1.21

%

Ratio of interest-earning assets

      to interest-bearing liabilities

1.10

1.13

Selected Performance Ratios:

  Return on average assets (annualized)

0.84

%

0.34

%

  Return on average equity (annualized)

8.53

2.94

  Average equity to average assets

9.89

11.45

33


The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the six months ended March 31, 2005 to the six months ended March 31, 2004. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate, (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year, and (3) changes due to both rate and volume, which are changes in the average balance multiplied by the change in the average rate.

For the Six Months Ended

2005 vs. 2004

Increase (Decrease) Due to

Rate/

Volume

 

Rate

 

Volume

 

Total

(Dollars in thousands)

Interest-earning assets:

Loans receivable, net

  $      15,548 

  $       (4,501)

  $          (670)

  $      10,377 

Mortgage-related securities

(1,472)

3,163 

(99)

1,592 

Investment securities

(7,662)

3,678 

(1,429)

(5,413)

Capital stock of FHLB

78 

706 

21 

805 

Cash equivalents

(163)

 

512 

 

(216)

133 

Total interest-earning assets

 $         6,329 

 

 $         3,558 

 

 $        (2,393)

 

 $         7,494 

Interest-bearing liabilities:

Savings deposits

 $              16 

 $               (6)

 $               (1)

 $                9 

Demand and NOW deposits

54 

1,846 

16 

1,916 

Certificate accounts

(1,304)

(1,917)

46 

(3,175)

FHLB advances and other borrowings

3,841 

 

(27,271)

 

129 

(23,301)

Total interest-bearing liabilities

 $         2,607 

 

 $      (27,348)

 

 $            190 

 

 $      (24,551)

Net interest income

 $       32,045 

Liquidity and Capital Resources

Liquidity management is both a daily and long-term function of our business management. The Bank's most available liquid assets, represented by cash and cash equivalents, mortgage-related securities available-for-sale and short-term investment securities, are a product of its operating, investing and financing activities. The Bank's primary sources of funds are deposits, FHLB advances, repayments on and maturities of outstanding loans and mortgage-related securities, other short-term investments and funds provided from operations. While scheduled payments from the amortization of loans and mortgage-related securities and short-term investments are relatively predictable sources of funds, deposit flows and prepayments on loans and mortgage-related securities are greatly influenced by general interest rates, economic conditions and competition and are less predictable sources of funds. To the extent possible, the Bank manages the cash flows of its portfolios by the rates it offers customers. Sources of funds are used primarily to meet our ongoing commitments, to pay maturing certificates of deposit and savings withdrawals and to fund loan commitments. At March 31, 2005, approximately $1.39 billion of our $4.05 billion in deposits were certificates of deposit scheduled to mature within one year. Although, based on past experience and our pricing strategy, we expect that a majority of these maturing deposits will renew, no assurance can be given in this regard.

FHLB advances have been used to provide funds for lending and investment activities. FHLB lending guidelines set borrowing limits as part of their underwriting standards. At March 31, 2005, the Bank's ratio of the face amount of advances, to total assets, as reported to the OTS, was 40.5%. Our advances are secured by a blanket pledge of our loan portfolio, as collateral, supported by quarterly reporting to FHLB Topeka. Advances in excess of 40 percent of total assets, but not exceeding 55 percent of total assets, may be approved by the president of FHLB Topeka based upon a review of documentation supporting the use of the advances. In July 2004, the president of FHLB Topeka approved an increase in our borrowings to 45 percent of total assets for one year. The Bank intends to apply for another waiver, if necessary, when the current waiver expires. While we expect that this waiver would be granted, if requested, no assurance can be given in this regard. Currently, the blanket pledge is sufficient collateral for the FHLB advances. It is possible that increases in our borrowings or decreases in our loan portfolio could require the Bank to pledge available-for-sale securities as collateral on the FHLB advances. The Bank's policy allows total borrowing from FHLB of up to 55 percent of total assets. The Bank could utilize other sources, such as secondary market repurchase agreements, for liquidity purposes, which the Bank has used in the past, but not in recent years.

34


The Company issued $53.6 million in debentures in March 2004 in connection with a trust preferred securities offering. The Company received, net, $52.0 million from the issuance of the debentures and an investment of $1.6 million in Capitol Federal Financial Trust I (the "Trust"). The Company did not down-stream the proceeds to be used by the Bank for Tier 1 capital because the Bank exceeded all regulatory requirements to be a well-capitalized institution. Instead, the Company deposited the proceeds into certificate accounts at the Bank to be used to further the Company's general corporate and capital management strategies which could include the payment of future dividends. At March 31, 2005, Capitol Federal Financial, at the holding company level, had $128.5 million in cash and certificates of deposit.

Off Balance Sheet Arrangements, Commitments and Contractual Obligations

The Company, in the normal course of business, makes commitments to buy or sell assets or to incur or fund liabilities. Commitments may include, but are not limited to:

The Company's contractual obligations related to operating leases, FHLB advances and debentures have not changed significantly from September 30, 2004. The following table summarizes our other contractual obligations as of March 31, 2005.

Maturity Range

Less than

1 - 3

4 - 5

After

Total

1 year

years

years

5 years

(Dollars in thousands)

Commitments to originate and

    purchase loans

$ 177,231

$ 177,231

$     --   

$        --   

$           --   

Commitments to originate non-

    mortgage loans

232

232

       --  

       --  

       --  

Commitments to fund unused

    home equity lines of credit

273,456

273,456

       --  

       --  

       --  

Unadvanced portion of

    construction loans

19,669

19,669

       --  

       --  

       --  

The maturity schedule for our certificates of deposit portfolio at March 31, 2005 is located under "Item 3. Quantitative and Qualitative Disclosure About Market Risk". We anticipate that we will continue to have sufficient funds, through repayments and maturities of loans and securities, deposits and borrowings, to meet our current commitments.

The Bank has interest rate swap agreements with a notional amount of $800.0 million. The counterparties with whom we have entered into the interest rate swap agreements are rated as AA- or higher per our internal policies. The counterparties' ratings are reviewed annually by management. Counterparties to the interest rate swaps require collateral for their exposure to the Bank not being able to meet its future obligations under the terms of the interest rate swap agreements. The exposure is estimated daily by calculating a value for the swap on a net settlement basis. When the valuation indicates that the Bank has a future obligation to a counterparty, we may be required to post collateral sufficient to satisfy the counterparty's exposure. When required, the collateral pledged to the counterparty would be restricted and not available-for-sale. The counterparties have different collateralization level requirements. The Bank was required to post $24.9 million of available-for-sale mortgage-related securitie s as collateral as of March 31, 2005. If the future obligation indicates that the Bank has a net receivable from the counterparties, the Bank could have a certain level of exposure to the extent the counterparties are not able to satisfy their obligations to the Bank.

35


One of the counterparties requires that the Bank maintain a minimum credit rating, based upon an independent rating source, as outlined in their interest rate swap agreement. If the Bank's credit rating drops below the minimum credit rating required, the counterparty has the right to terminate the interest rate swap agreement or require additional collateral to support the Bank's required payments under the agreement.  Subsequent to March 31, 2005, the Bank received notice from the counterparty that, based on the Bank's financial information through December 31, 2004, the Bank's credit rating had dropped below the minimum credit rating required.  The counterparty did not exercise their option to terminate the interest rate swap agreement; rather they required additional collateral of $2.5 million, which the Bank has provided.  While the counterparty retains the right to terminate the interest rate swap agreement as long as the Bank's credit rating remains below the minimum level required, t he Bank's management has no indication at this time that the counterparty will exercise this right. If, however, the counterparty were to exercise its termination right, the Bank would be required to pay the counterparty the net fair market value of the swaps which would be recognized as a yield adjustment over the remaining terms of the swaps. At March 31, 2005, the net fair market value of the swaps was $9.9 million. Because the fair market value of the swaps can fluctuate substantially on a daily basis, the actual amount the Bank would be required to pay if the counterparty exercised its termination option could be materially higher or lower than the net fair market value at March 31, 2005.

Management believes that the primary cause of the decrease in the Bank's rating was the net loss recorded for fiscal 2004. While no assurance can be given, management expects that, due to improved earnings in fiscal year 2005, the Bank's rating will improve to a level at or above the required minimum rating by the end of fiscal year 2005.

Contingencies

In the normal course of business, the Company and its subsidiary are named defendants in various lawsuits and counter claims. In the opinion of management, after consultation with legal counsel, none of the suits are expected to have a material adverse effect on the Company's consolidated financial statements for the current interim period or future periods.

Capital

Consistent with our goal to operate a sound and profitable financial organization, we actively seek to maintain a "well-capitalized" status for the Bank in accordance with regulatory standards. Total equity for the Bank was $763.5 million at March 31, 2005, or 9.0% of its total assets on that date. As of March 31, 2005, the Bank exceeded all capital requirements of the OTS. The following table presents the Bank's regulatory capital ratios at March 31, 2005 based upon regulatory guidelines.

Regulatory

Requirement

Bank

For "Well

Ratios

Capitalized" Status

Core capital

9.0%

5.0%          

Tier I risk-based capital

21.8   

6.0             

Total risk-based capital

21.8   

10.0             

The long-term ability of the Company to pay dividends to its shareholders is based primarily upon the ability of the Bank to make capital distributions to the Company. Under OTS safe harbor regulations, the Bank may distribute to the Company capital not exceeding net income for the current calendar year and the prior two calendar years. Due to refinancing the FHLB advances in July 2004, the Bank is required to obtain a waiver to the safe harbor regulation from the OTS for capital distributions to the Company through at least December 31, 2006. The Bank cannot distribute capital to the Company unless it continues to receive waivers to the safe harbor regulation from the OTS during the current waiver period. Currently, the Bank has authorization from the OTS to distribute capital from the Bank to the Company through the quarter ending June 30, 2005. Since the Bank maintains excess capital, operates in a safe and sound manner and complies with the interest rate risk management guidelines of the OTS, it is management's belief that the Bank will be able to continue to receive waivers to distribute, from the Bank to the Company, capital equal to the earnings of the Bank.

36


Item 3.   Quantitative and Qualitative Disclosure About Market Risk

For a complete 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 to Stockholders for the year ended September 30, 2004, attached as Exhibit 13 to the Company's Annual Report on Form 10-K for the year ended September 30, 2004.

ALCO regularly reviews the interest rate risk position of the Bank by forecasting the impact of hypothetical, alternative interest rate environments on net interest income and measuring the market value of portfolio equity at various dates. The market value of portfolio equity is defined as the net of the present value of the cash flows of an institution's existing assets, liabilities and off-balance sheet instruments. The present values are determined in alternative interest rate environments providing potential changes in market value of portfolio equity under the alternative interest rate environment.

For each quarter end in the following table, the estimated percentage change in our net interest income based on the indicated instantaneous, parallel and permanent change in interest rates are presented. The percentage change in each interest rate environment represents the difference between estimated net interest income in the 0 basis point interest rate environment ("base case", assumes market and product interest rates do not change from the as-of date) and estimated net interest income in each alternative interest rate environment (assumes market and product interest rates change by the indicated change in rates). Estimations of net interest income used in preparing the table below are based upon the assumptions that the total composition of interest-earning assets and interest-bearing liabilities does not change and that any repricing of assets or liabilities occurs at anticipated product and market rates for the alternative rate environments as of the dates presented. The estimation of net interes t income does not include any change in the amount of unamortized premium on mortgage-related securities, any projected gain-on-sale related to the sale of loans, the effect of the use of new interest rate swaps derived from non-interest income sources, but does include the use of different prepayment assumptions in the alternative interest rate environment. It is important to consider that the estimated changes in net interest income are for a cumulative four-quarter period. These do not reflect the earnings expectations of management.

Percentage Change in Net Interest Income (next four quarters)

Change

At

(in Basis Points)

March 31,

December 31,

September 30,

June 30,

March 31,

in Interest Rates(1)

2005

2004

 

2004

 

2004

2004

-300 bp

n/m(2)

n/m(2)

n/m(2)

n/m(2)

n/m(2)

-200 bp

n/m(2)

n/m(2)

n/m(2)

n/m(2)

n/m(2)

-100 bp

4.10

-0.43

-2.09

1.43

-1.79

0 bp

--

--

--

--

--

100 bp

-8.45

-7.06

-5.54

-9.10

-6.41

200 bp

-18.11

-15.79

-13.68

-19.50

-16.51

300 bp

-28.37

-25.50

-22.44

-34.12

-31.66

(1) Assumes an instantaneous, permanent and parallel change in interest rates at all maturities.

(2) Not meaningful, some market rates would compute to a rate less than zero percent.

During July 2004, the Bank refinanced its unhedged FHLB advances which significantly lowered the rate of interest paid to the FHLB on those borrowings as well as increasing the balance of its outstanding advances. Because of the refinancing of the Bank's advances, it is more appropriate to compare the changes in sensitivity in the Bank's net interest income between the period ended March 31, 2005 and September 30, 2004. There is not a significant difference in the sensitivity of the Bank's net interest income to an increase in interest rates. The primary drivers for the decrease in the estimated net interest margin in the increasing rate environments are anticipated increases in costs of deposits and interest rate swaps in excess of the increases in yield in the loan and investment and mortgage-related securities portfolios. The increase in the cost of deposits is primarily a result of the relatively short average maturity of the Bank's certificate of deposit portfolio. The increase in the costs of the interest rate swaps is due to the immediate repricing nature of the swaps with no caps, which results in the interest rate swaps experiencing the full impact of the rate change immediately. Changes in the rates on the mortgage loan and mortgage-related securities portfolios happen at a slower pace, compared to the liabilities, because only the amount of cash flow received on the repayment of these portfolios is reinvested at the higher rates. The increase in the estimate of earnings if interest rates were to drop 100 basis points is primarily the result of the immediate decrease in the cost of our interest rate swaps and rapid decrease in the cost of deposits compared to the slower decrease in the yield on our interest-earning assets.

37


The following table sets forth the estimated percentage change in our Market Value of Portfolio Equity ("MVPE") at each quarter end presented based on the indicated instantaneous, parallel and permanent change in interest rates. The percentage change in each interest rate environment represents the difference between MVPE in the base case and MVPE in each alternative interest rate environment. The estimations of MVPE used in preparing the table below are based upon the assumptions that the total composition of interest-earning assets and interest-bearing liabilities does not change, that any repricing of assets or liabilities occurs at anticipated product or market rates for the alternative rate environments as of the dates presented and that different prepayment assumptions are used in each alternative interest rate environment. It is important to consider that the estimated MVPE results from the valuation of cash flows from financial assets and liabilities over the anticipated lives of each for each int erest rate environment. The table presents the effects of the change in interest rates on our assets and liabilities as they mature, repay or reprice as shown by the change in the MVPE in changing interest rate environments.

Percentage Change in Market Value of Portfolio Equity

Change

At

(in Basis Points)

March 31,

December 31,

September 30,

June 30,

March 31,

in Interest Rates(1)

2005

2004

 

2004

 

2004

2004

-300 bp

n/m(2)

n/m(2)

n/m(2)

n/m(2)

n/m(2)

-200 bp

n/m(2)

n/m(2)

n/m(2)

n/m(2)

n/m(2)

-100 bp

5.60

0.30

-5.32

-1.61

-15.60

0 bp

--

--

--

--

--

100 bp

-13.49

-12.54

-7.66

-8.81

-1.20

200 bp

-28.91

-28.38

-19.37

-22.16

-11.30

300 bp

-45.47

-45.28

-31.52

-37.88

-25.90

(1) Assumes an instantaneous, permanent and parallel change in interest rates at all maturities.

(2) Not meaningful, some market rates would compute to a rate less than zero percent.

During July 2004, the Bank refinanced its unhedged FHLB advances which significantly lowered the rate of interest paid to the FHLB on those borrowings as well as increased the balance of its outstanding advances. The impact on MVPE of the refinance was to increase, in the base case, the Bank's MVPE while the sensitivity of the advances to changes in rates increases moderately because of the current average shorter maturity in the advances than prior to the refinances. Because of the refinancing of the Bank's advances, it is more appropriate to compare the changes in sensitivity in the Bank's net interest income between the periods ended March 31, 2005 and September 30, 2004. The primary driver for the Bank's increased sensitivity to changes in interest rates is the result of the valuation of the interest rate swaps under the alternative rate environments. To a lesser degree, there is increased sensitivity in the portfolios of mortgage-related assets to increases in interest rates becau se of the expected lengthening of the maturities of these portfolios in rising rate environments. The shorter average maturity of deposits increases the Bank's overall sensitivity to changes in interest rates because they do not decrease in relative value as rates increase compared to financial instruments with longer lives. The increase in the MVPE ratio in the decreasing rate environment is in part due to estimated valuations of the interest rate swaps, but also to increased estimates of value of mortgage-related portfolios if rates drop.

38


Gap Table: The following gap table summarizes the anticipated maturities or repricing of our interest-earning assets and interest-bearing liabilities as of March 31, 2005, based on the information and assumptions set forth in the notes below.

 

Within Three Months

Three to Twelve Months

More Than One Year to Three Years

More Than Three Years to Five Years

Over Five Years

Total

(Dollars in thousands)

Interest-earning assets(1):

Loans receivable(2):

Mortgage loans:

Fixed

$ 186,710

$ 445,148

$ 879,598

$ 590,840

$ 1,156,746

$ 3,259,042

Adjustable

130,830

352,541

520,739

370,524

232,117

1,606,751

Other loans

172,712

5,812

7,114

3,535

11,357

200,530

Securities:

Non-mortgage(3)

50,046

75,043

140,528

190,000

50,000

505,617

Mortgage-related securities(4)

134,044

511,676

883,085

696,255

321,031

2,546,091

Other interest-earning assets

30,000

--

--

--

--

30,000

Total interest-earning assets

704,342

1,390,220

2,431,064

1,851,154

1,771,251

8,148,031

Interest-bearing liabilities:

Deposits:

Savings accounts(5)

2,615

7,845

21,307

18,121

79,244

129,132

NOW accounts(5)

8,690

26,069

69,970

56,291

252,510

413,530

Money market deposit accounts(5)

46,285

138,854

244,503

188,995

319,058

937,695

Certificates of deposit

452,523

938,203

988,216

186,568

5,462

2,570,972

Borrowings

928,259

100,000

950,000

1,300,000

200,000

3,478,259

Total interest-bearing liabilities

1,438,372

1,210,971

2,273,996

1,749,975

856,274

7,529,588

Excess (deficiency) of interest- earning assets over

  interest-bearing liabilities

$ (734,030)

$ 179,249

$ 157,068

$ 101,179

$ 914,977

$ 618,443

Cumulative excess (deficiency) of interest-earning

  assets over interest-bearing liabilities

$ (734,030)

$ (554,781)

$ (397,713)

$ (296,534)

$ 618,443

Cumulative excess (deficiency) of interest-earning

  assets over interest-bearing liabilities as a

  percent of total assets at March 31, 2005

(8.64)%

(6.53)%

(4.68)%

(3.49)%

7.28%

39


(1) Adjustable-rate loans are included in the period in which the rate is next scheduled to adjust, rather than in the period in which the loans are due or in the period in which repayments are expected to occur prior to their next rate adjustment. Fixed-rate loans are included in the periods in which they are scheduled to be repaid, based on scheduled amortization and prepayment assumptions.

(2) Balances have been reduced for non-performing loans, which totaled $4.5 million at March 31, 2005.

(3) Based on contractual maturities.

(4) Reflects estimated prepayments of mortgage-related securities in our portfolio.

(5) Although our NOW accounts, passcard savings accounts and money market deposit accounts are subject to immediate withdrawal, management considers a substantial amount of such accounts to be core deposits having significantly longer effective maturities. The decay rates used on these accounts are based on assumptions developed based upon our actual experience with these accounts. If all of our NOW accounts, passcard savings accounts and money market deposit accounts had been assumed to be subject to repricing within one year, interest-bearing liabilities which were estimated to mature or reprice within one year would have exceeded interest-earning assets with comparable characteristics by $1.80 billion, for a cumulative one-year gap of (21.24)% of total assets.

Certain assumptions are contained in the above tables which affect the presentation. Although certain assets and liabilities may have similar maturities or term to repricing, they may react in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the tables.

The FHLB advances designated in hedging relationships have maturities ranging from May 2008 to August 2010. The following summarizes the interest rate swap agreements by maturity date at March 31, 2005:

March 31, 2005

Paying

Fiscal

Notional

1 Month

Receiving

Year

Fair

Principal

LIBOR

Interest

Interest

Maturity

Value(1)

Amount

Rate(2)

Margin

Rate

Rate

Spread

(Dollars in thousands)

2008

$ (6,797)

$ 225,000

2.69%

2.41%

5.10%

5.68%

0.58%

2010

(18,325)

575,000

2.69%

2.51%

5.20%

6.35%

1.15%

$ (25,122)

$ 800,000

2.69%

2.48%

5.17%

6.16%

0.99%

 

  1. The one month LIBOR rate as of March 31, 2005 was 2.87%. This rate was used to calculate the fair value of the interest rate swaps at March 31, 2005.

  2. The one month LIBOR rate as of February 25, 2005 was 2.69%. This rate plus the margin noted above was the paying interest rate during March 2005.

40


 

Changes in portfolio composition.  The following tables provide information regarding the fixed and adjustable rate composition of our loan and investment and mortgage-related security portfolios as well as the change in the composition of these portfolios from September 30, 2004 to March 31, 2005. Also presented are maturity schedules of our certificate of deposit portfolio and FHLB advances.

The following table presents loan origination, refinance, purchase, and modification activity for the periods indicated. Loan originations and refinances are reported together as one total. The fixed-rate origination one- to four-family loans less than or equal to 15 years have an original maturity at origination of less than or equal to 15 years, while fixed-rate origination one- to four-family loans greater than 15 years have an original maturity at origination of greater than 15 years. The adjustable-rate origination one- to four-family loans less than or equal to 36 months have a term to first reset of less than or equal to 36 months at origination and adjustable-rate origination one- to four-family loans greater than 36 months have a term to first reset of greater than 36 months at origination.

For the Three Months Ended

For the Three Months Ended

March 31, 2005

March 31, 2004

Amount

Rate

 

% of Total

Amount

Rate

 

% of Total

Fixed-Rate:

(Dollars in thousands)

   Origination - one- to four-family:

      <= 15 years

$ 28,715

5.00

%

7.62

%

$ 33,198

4.98

%

13.75

%

      > 15 years

56,453

5.58

14.98

59,142

5.69

24.49

   Other real estate

2,858

6.65

0.76

--

--

--

   Non real estate

4,999

6.94

1.33

3,285

6.29

1.36

   Purchased loans

14,611

5.35

 

3.88

 

50,967

5.04

 

21.10

 

      Total fixed-rate

107,636

5.49

28.57

146,592

5.32

60.70

Adjustable-Rate:

   Origination - one- to four-family:

      <= 36 months

8,959

4.09

2.38

12,000

3.67

4.97

      > 36 months

35,545

4.63

9.44

34,787

4.45

14.40

   Other real estate

--

--

--

--

--

--

   Non real estate

24,634

6.21

6.54

29,671

4.85

12.29

   Purchased loans

199,940

4.82

 

53.07

 

18,450

4.38

 

7.64

 

      Total adjustable-rate

269,078

4.90

 

71.43

 

94,908

4.46

 

39.30

 

Total loan originations and purchases

$376,714

5.07

%

100.00

%

$241,500

4.98

%

100.00

%

 

41


 

For the Six Months Ended

For the Six Months Ended

March 31, 2005

March 31, 2004

Amount

Rate

 

% of Total

Amount

Rate

 

% of Total

Fixed-Rate:

(Dollars in thousands)

   Origination - one- to four-family:

      <= 15 years

$ 61,212

5.00

%

8.11

%

$ 68,175

5.16

%

13.10

%

      > 15 years

148,485

5.59

19.67

154,111

5.77

29.62

   Other real estate

5,358

6.53

0.71

3,750

6.50

0.72

   Non real estate

10,602

6.87

1.40

6,664

6.31

1.28

   Purchased loans

92,744

5.11

 

12.29

 

77,401

4.88

 

14.87

 

      Total fixed-rate

318,401

5.40

42.18

310,101

5.43

59.59

Adjustable-Rate:

   Origination - one- to four-family:

      <= 36 months

19,752

4.05

2.61

27,840

3.80

5.35

      > 36 months

70,638

4.63

9.36

85,182

4.49

16.37

   Other real estate

--

--

--

--

--

--

   Non real estate

54,109

5.94

7.17

62,118

4.83

11.94

   Purchased loans

291,982

4.78

 

38.68

 

35,103

4.26

 

6.75

 

      Total adjustable-rate

436,481

4.87

 

57.82

210,243

4.46

 

40.41

Total loan originations and purchases

$754,882

5.09

%

100.00

%

$520,344

5.04

%

100.00

%

42


Our loan portfolio remains primarily weighted in fixed-rate loans. The following table presents the distribution of our loan portfolio at the dates indicated.

March 31, 2005

December 31, 2004

September 30, 2004

Amount

Rate

% of Total

Amount

Rate

% of Total

Amount

Rate

% of Total

(Dollars in thousands)

Fixed-rate loans:

One- to four- family real estate:

      <= 15 years (1)

$1,351,974

5.31

%

26.58

%

$1,374,721

5.33

%

27.84

%

$1,322,461

5.37

%

27.59

%

      > 15 years (1)

1,846,493

5.95

36.31

1,832,625

5.98

37.11

1,796,451

6.02

37.47

Other real estate

77,454

6.13

1.52

77,594

6.12

1.57

81,540

6.13

1.70

Non real estate

29,394

6.88

0.58

28,001

6.84

0.57

26,266

6.83

0.55

     Total fixed-rate loans

3,305,315

5.70

64.99

3,312,941

5.72

67.09

3,226,718

5.76

67.31

Adjustable-rate loans:

One- to four- family real estate:

      <= 36 months (2)

712,137

4.57

14.00

654,031

4.54

13.24

626,208

4.55

13.06

      > 36 months (2)

879,621

4.51

17.30

777,990

4.45

15.75

747,085

4.41

15.58

Other real estate

17,351

4.65

0.34

16,659

4.63

0.34

17,361

4.64

0.36

Non real estate

171,507

6.54

3.37

176,718

6.02

3.58

176,768

5.50

3.69

     Total adjustable-rate loans

1,780,616

4.73

35.01

1,625,398

4.66

32.91

1,567,422

4.59

32.69

        Total Loans

5,085,931

5.36

%

100.00

%

4,938,339

5.37

%

100.00

%

4,794,140

5.38

%

100.00

%

Less:

  Loans in process

19,669

21,925

23,623

  Deferred fees and discounts

15,094

17,078

18,794

  Allowance for loan losses

4,454

4,473

4,495

     Total loans receivable, net

$5,046,714

$4,894,863

$4,747,228

  1. Loans are reported based on their remaining term to maturity as of the date indicated.
  2. Loans are reported based on their term to next rate reset as of the date indicated.

43


Our investment and mortgage-related securities portfolios decreased $235.1 million from September 30, 2004 to March 31, 2005. Overall, fixed-rate securities comprised 44.0% of these portfolios at March 31, 2005 compared to 44.3% at September 30, 2004. The following table presents the distribution of our investment and mortgage-related securities portfolios at the dates indicated. The WAL is the estimated remaining maturity of the underlying collateral after projected prepayment speeds have been applied. The increase in the WAL on the fixed-rate investments was due to the increase in long-term interest rates reducing the likelihood that callable securities in the investment securities portfolio will be called and also due to a decrease in prepayment speeds.

March 31, 2005

December 31, 2004

September 30, 2004

Balance

Rate

Yield

Balance

Rate

Yield

Balance

Rate

Yield

(Dollars in thousands)

Fixed-Rate Investments:

Agency bonds

 $    505,617 

4.77

%

4.65

%

 $    587,814 

4.99

%

4.79

%

 $   638,079 

5.08

%

4.89

%

Mortgage-related securities, at cost

840,901 

4.55

4.55

876,461 

4.57

4.57

819,344 

4.57

4.63

   Total fixed-rate investments

1,346,518 

4.63

4.59

1,464,275 

4.74

4.66

1,457,423 

4.79

4.74

     WAL (in years)

3.90

3.21 

3.32 

Adjustable-Rate Investments:

Mortgage-related securities, at cost

1,711,863 

4.11

3.45

1,757,853 

4.09

3.26

1,832,558 

4.06

3.09

   Total adjustable-rate investments

1,711,863 

4.11

3.45

1,757,853 

4.09

3.26

1,832,558 

4.06

3.09

     WAL (in years)

2.87

2.71 

2.81 

     Total investments, at cost

 $  3,058,381 

4.34

%

3.95

%

 $  3,222,128 

4.38

%

3.90

%

 $ 3,289,981 

4.38

%

3.82

%

Our certificates of deposit decreased from September 30, 2004 to March 31, 2005 by $120.2 million and the average cost of our certificates increased 27 basis points between the two reporting dates. Certificates maturing in one year or less at March 31, 2005 were $1.39 billion with an average cost of 2.81%. The following table presents the maturity of certificates of deposit at the dates indicated.

March 31, 2005

December 31, 2004

September 30, 2004

Amount

Rate

Amount

Rate

Amount

Rate

(Dollars in thousands)

Certificates maturing within

0 to 3 months

 $     452,523 

2.66

%

 $       597,189 

2.35

%

 $       366,751 

2.10

%

3 to 6 months

264,620 

2.61

351,211 

2.62

475,937 

2.39

6 months to one year

673,111 

2.98

531,681 

2.73

527,445 

2.66

One year to two years

671,506 

3.23

679,599 

3.04

743,194 

2.89

After two years

509,212 

3.53

525,250 

3.51

577,828 

3.56

Total certificates 

 $  2,570,972 

3.06

%

 $    2,684,930 

2.86

%

 $    2,691,155 

2.79

%

Average maturity (in years)

1.19

1.14

1.23

44


The following table presents the maturity of FHLB advances at par as of March 31, 2005. The balance of advances excludes the $25.1 million unrealized loss adjustment on the swapped FHLB advances.

Actual rates

Effective

without

rates with

Maturity by

interest rate

interest rate

Fiscal Year

Amount

swaps:

 

swaps:

2005

$     200,000

2.52

%

2.52

%

2007

750,000

3.52

3.52

2008

1,125,000

4.23

4.12

2009

600,000

4.24

4.24

2010

775,000

5.90

5.05

  Total

$  3,450,000

4.35

%

4.13

%

 

Item 4. Controls and Procedures

An evaluation of Capitol Federal Financial's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended, (the "Act")) as of March 31, 2005, was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer and several other members of our senior management. The Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2005, the Company's disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404") requires that companies evaluate and annually report on their systems of internal control over financial reporting. In addition, our independent accountants must report on management's evaluation of its internal control over financial reporting. We are in the process of evaluating, documenting and testing our system of internal control over financial reporting to provide the basis for our report that will, for the first time, be a required part of our annual report on Form 10-K for the fiscal year ending September 30, 2005. Due to the ongoing evaluation and testing of our internal controls, there can be no assurance that if any control deficiencies are identified they will be remediated before the end of the 2005 fiscal year, or that there may not be significant deficiencies or material weaknesses that would be required to be reported. In addition, we expect the evaluation process and any required remediation, if applicable, to increase our account ing, legal and other costs and divert management resources from core business operations.

While the Company believes that its internal control environment is effective, we have enhanced that environment with the creation of a Risk Management Department. This department will coordinate with all operating departments of the Bank compliance with the Bank's SOX 404 effort, both currently and ongoing, as well as with compliance matters both from the OTS and the SEC. The Bank has had strong internal control and compliance programs in place for many years, but this change will allow that function to work more directly with management. In the past, some of these functions resided within our Internal Audit Department. Our Director of Internal Audit has become the Director of Risk Management. Our Internal Audit Department will be able to further its independent review of all aspects of the Bank's operation with this change. There have been no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) that occurred during the quarter ended March 31, 2005, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

45


Part 2 -   OTHER INFORMATION

Item 1.  Legal Proceedings
Not Applicable
Home<Index>

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

See "Liquidity and Capital Resources - Capital" in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the OTS restrictions on dividends from the Bank to the Company.

The following table summarizes our share repurchase activity during the three months ended March 31, 2005 and additional information regarding our share repurchase program. The shares purchased during the month of February were received in exchange for the exercise of options. Our current repurchase plan of 1,536,102 shares was announced on November 7, 2002. The plan has no expiration date.

Total

Total Number of

Maximum Number

Number of

Average

Shares Purchased as

of Shares that May

Shares

Price Paid

Part of Publicly

Yet Be Purchased

Period

Purchased

per Share

Announced Plans

Under the Plan

January 1, 2005 through

   January 31, 2005

--

N/A

--

754,642

February 1, 2005 through

   February 28, 2005

76,337

N/A

76,337

678,305

March 1, 2005 through

   March 31, 2005

 5,000

  34.88

 5,000

673,305

     Total

81,337

$  34.88(1)

81,337

673,305

(1) Average price based upon shares purchased in the open market.

<Index>

Item 3.  Defaults Upon Senior Securities
Not applicable
<Index>

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

The Annual Meeting of Shareholders for the fiscal year ended September 30, 2004, was held on January 25, 2005. There were two matters presented to the shareholders. The results were previously included in Part 2, Item 4 in the Form 10-Q for the period ended December 31, 2004.

<Index>

Item 5.  Other Information
Not applicable
<Index>

Item 6.  Exhibits

See Index to Exhibits

<Index>

46


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:   May 5, 2005                                     By:   /s/ John B. Dicus                        
                                                                                     John B. Dicus, President and
                                                                                     Chief Executive Officer

Date:   May 5, 2005                                   By:   /s/ Neil F. M. McKay                 
                                                                                     Neil F.M. McKay, Executive Vice President
                                                                                     and Chief Financial Officer

<Index>

47


INDEX TO EXHIBITS

Exhibit

   Number

Document

     2.0

Plan of Reorganization and Stock Issuance Plan*

     3(i)

Federal Stock Charter of Capitol Federal Financial*

     3(ii)

Bylaws of Capitol Federal Financial filed on August 4, 2004 as Exhibit 3(ii) to

the June 30, 2004 Form 10-Q

     4(i)

Form of Stock Certificate of Capitol Federal Financial*

     4(ii)

The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, the

instruments defining the rights of the holders of the Registrant's long-term debt.

   10.1

Registrant's Employee Stock Ownership Plan*

   10.2

Registrant's 2000 Stock Option and Incentive Plan (the "Stock Option Plan") filed on April 13,

2000 as Appendix A to Registrant's Revised Proxy Statement (File No. 000-25391)

   10.3

Registrant's 2000 Recognition and Retention Plan (the "RRP) filed on April 13, 2000 as

Appendix B to Registrant's Revised Proxy Statement (File No. 000-25391)

   10.4

Deferred Incentive Bonus Plan filed on December 31, 2001 as Exhibit 10.4 to the Annual Report on

Form 10-K.

   10.5

Form of Incentive Stock Option Agreement under the Stock Option Plan filed on February 4, 2005

as Exhibit 10.5 to the December 31, 2004 Form 10-Q

   10.6

Form of Non-Qualified Stock Option Agreement under the Stock Option Plan filed on February 4,

2005 as Exhibit 10.6 to the December 31, 2004 Form 10-Q

   10.7

Form of Restricted Stock Agreement under the RRP filed on February 4, 2005 as Exhibit 10.7 to the

December 31, 2004 Form 10-Q

   10.8

Description of Named Executive Officer Salary and Bonus Arrangements

   10.9

Description of Director Fee Arrangements

   11

Statement re: computation of earnings per share**

   31.1

Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by John B. Dicus, President and Chief Executive Officer

   31.2

Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by Neil F. M. McKay, Chief Financial Officer

   32

Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 made by John B. Dicus, President and Chief Executive Officer and Neil F. M. McKay, Chief Financial Officer. Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section.

 *Incorporated by reference from Capitol Federal Financial's Registration Statement on Form S-1 (File No. 333-68363) filed on February 11, 2000, as amended and declared effective on the same date.

  **No statement is provided because the computation of per share earnings on both a basic and fully diluted basis can be clearly determined from the Financial Statements included in this report.

48