UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended: June 30, 1998 Commission File No. 0-18609 CFSB BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 38-2920051 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 112 East Allegan Lansing, Michigan 48933 (Address of Principal Executive Officer) Registrant's telephone number, including area code (517)371-2911 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 filing requirements for the past 90 days. YES X NO ___ There were 8,166,983 shares of the Registrant's $0.01 par value common stock outstanding as of July 31, 1998. CFSB Bancorp, Inc. and Subsidiary Contents Pages ----- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Consolidated Statements of Financial Condition at June 30, 1998 and December 31, 1997 (unaudited) 1 Consolidated Statements of Operations for the three months ended June 30, 1998 and 1997 (unaudited) and for the six months ended June 30, 1998 and 1997 (unaudited) 2 Consolidated Statements of Stockholders' Equity and Comprehensive Income for the six months ended June 30, 1998 and 1997 (unaudited) 3 Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1997 (unaudited) 4-5 Notes to Consolidated Financial Statements (unaudited) 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8-17 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARK RISK. 17 PART II - OTHER INFORMATION 18 SIGNATURES 19 CFSB BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Financial Condition June 30, December 31, 1998 1997 ------------ ----------- (unaudited) ASSETS Cash and amounts due from depository institutions $ 4,062,902 $ 5,188,951 Interest-earning deposits with Federal Home Loan Bank and other depository institutions, at cost which approximates market 18,636,927 13,300,543 Investment securities available for sale, at fair value 16,539,600 26,079,688 Mortgage-backed securities available for sale, at fair value 18,423,480 21,597,690 Loans receivable, net 749,910,957 754,806,061 Accrued interest receivable, net 4,776,823 4,910,200 Real estate, net 280,571 - Premises and equipment, net 9,983,065 10,457,180 Stock in Federal Home Loan Bank of Indianapolis, at cost 11,423,100 11,423,100 Deferred federal income tax benefit 516,000 266,784 Due from broker 4,000,000 - Other assets 9,215,310 4,857,716 ------------ ------------ Total assets $847,768,735 $852,887,913 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $577,910,370 $562,412,067 Advances from Federal Home Loan Bank 189,046,811 212,692,934 Advance payments by borrowers for taxes and insurance 5,728,411 1,454,316 Accrued interest payable 2,780,573 3,043,923 Federal income taxes payable 818,091 556,315 Due to broker 500,000 - Other liabilities 5,027,441 5,193,568 ------------ ------------ Total liabilities 781,811,697 785,353,123 ------------ ------------ Stockholders' equity: Serial preferred stock, $0.01 par value; authorized 2,000,000 shares; issued - none - - Common stock, $0.01 par value; authorized 15,000,000 shares; issued 8,173,517 shares 81,735 76,555 Additional paid-in capital 63,720,286 48,377,350 Retained income - substantially restricted 2,254,160 20,011,874 Accumulated other comprehensive income, net of tax expense of $96,507 - 1998 and $161,035 - 1997 187,938 312,597 Employee Stock Ownership Plan (111,579) (227,522) Treasury stock, at cost; 6,534 shares - 1998 and 52,787 shares - 1997 (175,502) (1,016,064) ------------ ------------ Total stockholders' equity 65,957,038 67,534,790 ------------ ------------ Total liabilities and stockholders' equity $847,768,735 $852,887,913 ============ ============ See accompanying notes to consolidated financial statements. 1 CFSB BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Operations Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 ------------ ------------ ----------- ----------- (Unaudited) (Unaudited) INTEREST INCOME: Loans receivable $14,424,980 $14,196,567 $28,763,357 $28,098,939 Mortgage-backed securities 362,936 474,419 766,903 985,607 Investment securities 250,775 468,024 548,425 923,683 Other 512,949 320,181 1,021,329 621,682 ----------- ----------- ----------- ----------- Total interest income 15,551,640 15,459,191 31,100,014 30,629,911 INTEREST EXPENSE: Deposits, net 6,203,371 6,035,135 12,399,586 12,071,249 Federal Home Loan Bank advances 2,805,060 3,080,632 5,751,399 5,999,894 ----------- ----------- ----------- ----------- Total interest expense 9,008,431 9,115,767 18,150,985 18,071,143 Net interest income before provision for loan losses 6,543,329 6,343,424 12,949,089 12,558,768 Provision for loan losses 97,500 90,000 195,000 180,000 ----------- ----------- ----------- ----------- Net interest income after provision for loan losses 6,445,829 6,253,424 12,754,089 12,378,768 OTHER INCOME (LOSS): Service charges and other fees 1,269,928 1,069,355 2,395,672 1,996,514 Loan servicing income (6,694) 81,580 65,536 161,619 Losses on sales of investment securities available for sale, net - (51,031) - (31,372) Gains on sales of loans, net 360,195 71,826 809,264 141,683 Gains on sales of mortgage-backed securities available for sale, net - - 2,362 - Real estate operations, net (2,388) (15,000) 7,270 (30,000) Gains on sale of branches, net 272,793 351,740 272,793 351,740 Other, net 360,213 213,018 572,010 325,457 ----------- ----------- ----------- ----------- Total other income 2,254,047 1,721,488 4,124,907 2,915,641 GENERAL AND ADMINISTRATIVE EXPENSES: Compensation, payroll taxes, and fringe benefits 2,219,372 2,052,029 4,400,294 4,098,105 Office occupancy and equipment 509,619 633,102 1,007,915 1,341,680 Federal insurance premiums 87,020 89,553 174,040 177,287 Data processing 105,619 110,314 218,975 211,988 Marketing 204,784 236,092 407,053 448,665 Other, net 756,082 798,611 1,664,694 1,587,869 ----------- ----------- ----------- ----------- Total general and administrative expenses 3,882,496 3,919,701 7,872,971 7,865,594 ----------- ----------- ----------- ----------- Income before federal income tax expense 4,817,380 4,055,211 9,006,025 7,428,815 Federal income tax expense 1,608,000 1,260,000 2,967,000 2,326,000 ----------- ----------- ----------- ----------- Net income $ 3,209,380 $ 2,795,211 $ 6,039,025 $ 5,102,815 =========== =========== =========== =========== EARNINGS PER SHARE: Basic $ 0.39 $ 0.33 $ 0.73 $ 0.60 =========== =========== =========== =========== Diluted $ 0.37 $ 0.32 $ 0.70 $ 0.58 =========== =========== =========== =========== DIVIDENDS PAID PER SHARE $ 0.12 $ 0.09 $ 0.23 $ 0.15 =========== =========== =========== =========== See accompanying notes to consolidated financial statements. 2 CFSB BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Stockholders' Equity and Comprehensive Income For the Six Months Ended June 30, 1998 and 1997 (Unaudited) Accumulated Additional Commitment Other Total Common Paid-in Retained for ESOP Treasury Comprehensive Stockholders' Stock Capital Income Debt Stock Income Equity ------- ----------- --------- ----------- ---------- ------------- ------------- Balance at December 31, 1996 $72,744 $41,398,650 $23,863,600 $(459,408) $(2,620,153) $ 214,594 $62,470,027 Net income - - 5,102,815 - - - 5,102,815 Change in unrealized gain on securities, net (see disclosure) - - - - - (39,798) (39,798) ----------- Comprehensive income - - - - - - 5,063,017 Stock options exercised - - (96,727) - 150,696 - 53,969 Repayment of ESOP debt - - - 115,943 - - 115,943 Cash dividends on common stock - $0.17 per share - - (1,469,052) - - - (1,469,052) 10% common stock dividend 2,542 6,987,060 (11,063,418) - 4,062,759 - (11,057) Treasury stock purchased - - - - (1,777,233) - (1,777,233) ------- ----------- ----------- --------- ------------ --------- ----------- Balance at June 30, 1997 $75,286 $48,385,710 $16,337,218 $(343,465) $ (189,931) $ 174,796 $64,445,614 ======= =========== =========== ========= =========== ========= =========== Balance at December 31, 1997 $76,555 $48,377,350 $20,011,874 $(227,522) $(1,016,064) $ 312,597 $67,534,790 Net income - - 6,039,025 - - - 6,039,025 Change in unrealized gain on securities, net (see disclosure) - - - - - (124,659) (124,659) ----------- Comprehensive income - - - - - - 5,914,366 Stock options exercised - - (231,186) - 340,106 - 108,920 Repayment of ESOP debt - - - 115,943 - - 115,943 Cash dividends on common stock - $0.25 per share - - (2,034,559) - - - (2,034,559) 10% common stock dividend 5,180 15,300,221 (21,530,994) - 6,210,476 - (15,117) Treasury stock purchased - - - - (5,710,020) - (5,710,020) Tax benefit associated with exercise of stock options - 42,715 - - - - 42,715 ------- ----------- ----------- --------- ------------ --------- ----------- Balance at June 30, 1998 $81,735 $63,720,286 $ 2,254,160 $(111,579) $ (175,502) $ 187,938 $65,957,038 ======= =========== =========== ========= =========== ========= =========== See accompanying notes to consolidated financial statements. 3 CFSB BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Six Months Ended June 30, ----------------------- 1998 1997 -------- --------- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,039,025 $ 5,102,815 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 498,174 821,198 Provision for loan losses 195,000 180,000 Provision for real estate losses - 30,000 Net amortization of premiums and accretion of discounts - 43,274 Loans originated for sale (29,548,926) (7,344,077) Proceeds from sales of loans originated for sale 28,441,360 7,759,645 Net gains on sales of loans and securities (811,626) (110,311) Net gains on sales and disposals of premises and equipment (272,794) (325,667) Decrease in deferred loan fees (410,741) (90,552) Decrease (increase) in accrued interest receivable 133,377 (849,416) (Decrease) increase in accrued interest payable (263,350) 93,550 Increase in deferred Federal income tax benefit (184,688) - Increase in federal income taxes payable 304,491 173,921 Due to Broker 500,000 - Due from Broker (4,000,000) - Decrease in other liabilities (198,162) (276,687) Increase in other assets (4,230,413) (756,104) ------------ ------------ Net cash provided by (used by) operating activities (3,809,273) 4,451,589 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities available for sale (500,000) (20,000,781) Proceeds from sales of investment securities available for sale - 20,037,696 Principal repayments and maturities of investment securities available for sale 10,000,000 5,000,000 Loan originations (net of undisbursed loans in process) (118,549,106) (80,637,802) Loans purchased (21,970,782) (9,215,305) Proceeds from sales of loans 36,506,307 2,172,845 Principal repayments on loans 110,633,504 59,358,120 Principal repayments and maturities on mortgage- backed securities available for sale 3,027,473 2,755,944 Purchases of premises and equipment (438,541) (1,307,387) Proceeds from sales and disposals of premises and equipment 687,276 1,047,741 Purchases of Federal Home Loan Bank stock - (134,600) ------------ ------------ Net cash provided by (used by) investing activities 19,396,131 (20,923,529) 4 CFSB BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows, Continued Six Months Ended June 30, ----------------------- 1998 1997 -------- --------- (unaudited) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits $ 15,498,303 $ 6,779,266 Stock options exercised 108,920 53,969 Purchases of treasury stock (5,710,020) (1,777,233) Net increase in advance payments by borrowers for taxes and insurance 4,274,095 5,017,663 Federal Home Loan Bank advance repayments (79,773,632) (46,672,961) Federal Home Loan Bank advances 56,127,509 48,464,381 Dividends paid on common stock (1,901,698) (1,279,607) ------------ ------------ Net cash provided by (used by) financing activities (11,376,523) 10,585,478 ------------ ------------ Net increase (decrease) in cash and cash equivalents 4,210,335 (5,886,462) Cash and cash equivalents at beginning of period 18,489,494 22,749,963 ------------ ------------ Cash and cash equivalents at end of period 22,699,829 16,863,501 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest expense $ 18,414,275 $ 17,977,593 Federal income taxes 2,770,000 2,195,000 Transfers of loans to real estate owned 277,849 583,996 Transfers of loans to repossessed assets 129,903 110,332 Loans charged-off 129,396 225,579 See accompanying notes to consolidated financial statements. 5 CFSB BANCORP, INC., AND SUBSIDIARY Notes to Consolidated Financial Statements (unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements are prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation are included. The results of operations for the three and six months ended June 30, 1998 are not necessarily indicative of the results to be expected for the full year. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto, for the year ended December 31, 1997, included in the Corporation's 1997 Annual Report. 2. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts and transactions of CFSB Bancorp, Inc. (Corporation) and its wholly- owned subsidiary, Community First Bank (Bank), and the Bank's wholly-owned subsidiaries, Community First Mortgage Corporation and Capitol Consolidated Financial Corporation (Capitol Consolidated), and Capitol Consolidated's wholly-owned subsidiary, Community First Insurance and Investment Services. Intercompany transactions and account balances are eliminated. 3. EARNINGS PER SHARE The Corporation has adopted Financial Accounting Standards Board (FASB) Statement No. 128, Earnings Per Share (SFAS 128), effective for periods ending after December 15, 1997. SFAS 128 establishes standards for computing and presenting earnings per share (EPS). Basic EPS is computed by dividing net income by the weighted average common shares outstanding. Diluted EPS reflects the dilution if options to issue common stock were exercised or converted into common stock. 6 3. EARNINGS PER SHARE - CONTINUED A reconciliation of basic and diluted EPS for the three and six month periods ending June 30 follows: Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 -------- ------- --------- -------- Net earnings applicable to common stock and common stock equivalents $3,209,380 $2,795,211 $6,039,025 $5,102,815 ========== ========== ========== ========== Average number of shares outstanding 8,175,991 8,445,271 8,241,442 8,488,620 Effect of dilutive securities - stock options 398,357 306,407 403,652 291,699 ---------- ---------- ---------- ---------- 8,574,348 8,751,678 8,645,094 8,780,319 ========== ========== ========== ========== Diluted earnings per share $0.37 $0.32 $0.70 $0.58 ========== ========== ========== ========== 4. COMPREHENSIVE INCOME The Corporation adopted FASB Statement No. 130, Reporting Comprehensive Income (SFAS 130), effective January 1, 1998. SFAS 130 establishes standards for reporting and displaying comprehensive income and its components, including but not limited to unrealized gains or losses on securities available for sale, in the financial statements. Prior period amounts have been reclassified in the financial statements. Amounts reclassified from net income to comprehensive income for the six month periods ending June 30 are as follows: 1998 1997 ------------------------- ------------------------- Tax Tax Benefit Reclassification Benefit Reclassification ------- ---------------- ------- ---------------- Change in unrealized holding gains arising during period, net of tax $ 64,528 $(124,659) $26,084 $(50,634) Add: reclassification adjustment for realized gain included in net income, net of tax -- -- (5,582) 10,836 --------- -------- Other comprehensive income for the period $(124,659) $(39,798) ========= ======== 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following sections are designed to provide a more thorough discussion of the Corporation's financial condition and results of operations as well as to provide additional information on the Corporation's asset quality, sources of liquidity, and capital resources. Management's discussion and analysis should be read in conjunction with the consolidated financial statements and supplemental data contained elsewhere in this report. GENERAL CFSB Bancorp, Inc. (Corporation) is the holding company for Community First Bank (Bank). Substantially all of the Corporation's assets are currently held in, and operations conducted through its sole subsidiary, Community First Bank. The Bank is a community-oriented financial institution offering a variety of financial services to meet the needs of the communities it serves. The Bank's primary market area is the Greater Lansing, Michigan area, which is composed of the tri- county area of Clinton, Eaton, and Ingham counties, the western townships of Shiawassee County, and Ionia County. The Bank's business consists primarily of attracting deposits from the general public and using such deposits, together with Federal Home Loan Bank (FHLB) advances, to originate loans for the purchase and construction of residential properties. To a lesser extent, the Bank also makes income-producing property loans, commercial business loans, home equity loans, and various types of consumer loans. The Bank's revenues are derived principally from interest income on mortgage and other loans, mortgage-backed securities, investment securities, and to a lesser extent, from fees and commissions. The operations of the Bank, and the financial services industry generally, are significantly influenced by general economic conditions and related monetary and fiscal policies of financial institution regulatory agencies. Deposit flows and cost of funds are impacted by interest rates on competing investments and market rates of interest. Lending activities are affected by the demand for financing of real estate and other types of loans, which in turn is affected by the interest rates at which such financing is offered. FINANCIAL CONDITION The Corporation's total assets decreased to $847.8 million at June 30, 1998 from $852.9 million at December 31, 1997. Most of the decline occurred in investment securities, which was partially offset by smaller increases in other asset categories. Investment securities decreased to $16.5 million at June 30, 1998 from $26.1 million at December 31, 1997. This decline resulted from the maturity of a $10 million United States Treasury note in January 1998. Net loans receivable decreased to $749.9 million at June 30, 1998 from $754.8 million at December 31, 1997. This net decline of $4.9 million occurred primarily through declines in mortgages of $1.9 million and income-producing property loans of $9.4 million, partially offset by growth in commercial and consumer loans of $1.6 million and $4.8 million, respectively. Mortgage loan originations for the six months ended June 30, 1998 were $114.2 million, compared to $88.0 million for the same period a year ago. With comparatively low mortgage 8 rates in the first half of 1998, consumers continued to refinance adjustable-rate mortgages into fixed-rate mortgages. The Corporation continues to sell fixed-rate mortgages with maturities exceeding 15 years in the secondary market, which has resulted in a decline in loans receivable. Deposits increased $15.5 million to $577.9 million at June 30, 1998 from $562.4 million at December 31, 1997. This growth occurred through an increase in checking accounts of $10.6 million, savings accounts of $4.3 million, and certificates of deposit of $0.6 million. FHLB advances decreased $23.7 million to $189.0 million at June 30, 1998 from $212.7 million at December 31, 1997. The decrease was composed of a decrease in fixed-rate advances of $12.7 million and a decline in adjustable-rate advances of $11.0 million. The Corporation had no adjustable-rate advances at June 30, 1998. The Corporation's cumulative one-year gap, one- to-three year gap, and three-to-five year gap was a negative 9.6 percent, positive .4 percent, and positive 1.5 percent, respectively, at June 30, 1998, compared to a negative 10.4 percent, negative 1.7 percent, and negative 1.5 percent, respectively, at December 31, 1997. Total stockholders' equity was $66.0 million at June 30, 1998, a $1.5 million decrease compared to the 1997 year-end total of $67.5 million. The decrease was primarily the result of treasury stock purchases and dividend declarations, partially offset by net income for the first six months of 1998. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998, COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997 Net income for the three months ended June 30, 1998 was $3,209,000, or $0.37 per diluted share, compared to $2,796,000, or $0.32 per diluted share for the same 1997 period, a net increase of $413,000, or 15 percent. Principally accounting for this increase in net income between years was growth in the Bank's net interest margin, improved fee income, and an increase in gains on sales of the Corporation's 30-year fixed-rate mortgage loan production. The Corporation's favorable financial performance for the second quarter is attributable to strong mortgage and consumer loan production and a larger deposit base. Net income for the 1998 second quarter represents a return on average assets of 1.53 percent, an increase from 1.34 percent for the 1997 second quarter and a return on average stockholders' equity of 19.60 percent compared to 17.46 percent in 1997. The Corporation's efficiency ratio, or operating expenses over recurring operating revenues, was 47.55 percent for the quarter ended June 30, 1998, an improvement from 50.96 percent for the quarter ended June 30, 1997. Net Interest Income - ------------------- The most significant component of the Corporation's earnings is net interest income, which is the difference between interest earned on loans, mortgage-backed securities, investment securities and other earning assets, and interest paid on deposits and FHLB advances. This amount, when annualized and divided by average earning assets, is referred to as the net interest margin. Net interest income and net interest margin are directly impacted by changes in volume and mix of 9 earning assets and interest-bearing liabilities, market rates of interest, the level of nonperforming assets, demand for loans, and other market forces. The following table presents the yields on the Corporation's earning assets and costs of the Corporation's interest-bearing liabilities, the interest rate spread, and the net interest margin for the three months ended June 30, 1998 and 1997, and at June 30, 1998 and December 31, 1997. For the Three Months Ended At At June 30, June 30, December 31, 1998 1997 1998 1997 ---- ---- ---- ---- Weighted average yield: Loans receivable, net 7.68% 7.66% 7.58% 7.71% Mortgage-backed securities 7.66 7.60 7.97 8.00 Investment securities 6.26 6.07 6.26 6.02 Interest-earning deposits 3.91 2.79 3.36 3.31 Other 7.86 7.50 7.87 7.90 ---- ---- ---- ---- Total earning assets 7.52 7.52 7.45 7.57 Weighted average cost: Savings, checking, and money market accounts 2.35 2.51 2.39 2.60 Certificates of deposit 5.77 5.70 5.80 5.83 FHLB advances 6.00 6.08 5.88 6.09 ---- ---- ---- ---- Total interest-bearing liabilities 4.70 4.82 4.70 4.91 ---- ---- ---- ---- Interest rate spread 2.82% 2.70% 2.75% 2.66% ==== ==== ==== ==== Net interest margin 3.14% 3.07% 3.08% 3.02% ==== ==== ==== ==== Net interest income before provision for loan losses was $6.5 million during the second quarter of 1998 and represented an $200,000 increase compared to the second quarter of 1997. Net interest income was positively affected by lower cost of funds in 1998 and growth in average earning assets, primarily in loans receivable. The Corporation's net interest margin was 3.14 percent for the three months ended June 30, 1998, an improvement from 3.07 percent for the comparable quarter of 1997. Average loans receivable were $752.2 million in the second quarter of 1998, representing growth of $10.9 million over average loans receivable of $741.3 million in the same quarter a year earlier. The increased level of loans outstanding resulted from originations of adjustable-rate and medium term fixed-rate mortgage loans and purchases of adjustable- and fixed-rate, medium-term mortgage loans all of which are held in the Corporation's portfolio. The Corporation's net interest margin of 3.14 percent for the three months ended June 30, 1998 exceeded the net interest margin of 3.08 percent at June 30, 1998 primarily due to the favorable impact of the reversal of deferred loan fees in connection with loan payoffs during the period. The future trend of the Corporation's net interest margin and net interest income may further be impacted by the level of mortgage loan originations, purchases, repayments, refinancings, and sales and a resulting change in the composition of the Corporation's earning assets. The relatively flat yield curve during late 1997 and early 1998 resulted in a shift toward more customers exhibiting a preference for fixed-rate mortgage loans, many of which were originated for sale in the secondary market. In late 1997, customers began converting adjustable-rate mortgage loans to 30-year fixed-rate loans, which are sold in the secondary market. This activity contributed to a decline in loan balances and yields at June 30, 1998 compared to December 31, 1997. This also contributed to the decline in yield on earning assets from 7.57 percent at December 31, 1997 to 7.45 percent at June 30, 1998. The decline in yield in earning assets was more than offset by a decline in cost of funds during 1998, causing an increase in net interest margin from 3.02 percent at December 31, 1997 to 3.08 percent at June 30, 1998. Loans held for sale remained steady at $6.2 million at June 30, 1998 compared to December 31, 1997. A continued high level of refinancings and conversions of adjustable-rate mortgage loans to 30-year fixed-rate loans could have a negative impact on future net interest income. Because the Corporation is liability sensitive, pressure may be felt on the Corporation's net interest margin if short-term market interest rates rise. Additional factors affecting the Corporation's net interest income will continue to be the volatility of interest rates, slope of the yield curve, asset size, maturity/repricing activity, and competition. Provision For Loan Losses - ------------------------- During the second quarter of 1998, the provision for loan losses was $97,500 compared to $90,000 during the second quarter a year ago. Increasing the provision resulted from management's evaluation of the adequacy of the allowance for loan losses including consideration of growth in the loan portfolio, the perceived risk exposure among all loan types, actual loss experience, delinquency rates, borrower circumstances, current and projected economic conditions, and other relevant factors. Management believes the current provision and related allowance for loan losses is adequate to meet current and potential credit risks in the current loan portfolio (for more information, see "Asset Quality.)" Other Income - ------------ Other income totaled $2.3 million for the three months ended June 30, 1998, up 31 percent from $1.7 million for the three months ended June 30, 1997. During the second quarter of 1998, the Corporation had a nonrecurring gain on the sale of a bank building of $273,000. In the same quarter of 1997, the Corporation had nonrecurring gains on the sales of two branches totalling $352,000. Increased deposit fees assessed on a higher level of transaction account activity increased other income $201,000. Gains on sales of the Corporation's 30-year fixed- rate mortgage loan production increased other income $288,000. Loan servicing income declined $78,000 during the second quarter of 1998, compared to the second quarter of 1997, due to 11 additional amortization of originated mortgage servicing rights caused by accelerated prepayments on the underlying mortgage loans. Capitalized originated mortgage servicing rights at June 30, 1998 were $696,000. The related balance of loans serviced for others totalled $128.7 million. General and Administrative Expenses - ----------------------------------- General and administrative expenses were $3.9 million for the three months ended June 30, 1998, unchanged from the same quarter a year ago. Compensation and fringe benefits expense rose $167,000 between periods as a result of merit-based salary increases. Decreased office occupancy and equipment expense of $123,000 resulted from equipment becoming fully depreciated in the second quarter of 1997. Federal Income Tax Expense - -------------------------- Federal income tax expense was $1.6 million for the three months ended June 30, 1998, compared to $1.3 million for the comparable 1997 quarter. The increase primarily reflects a higher level of pre-tax income. The Corporation's federal income tax expense is, for the most part, recorded at the federal statutory rate less a pro rata portion of the anticipated low-income housing tax credits expected to be available based upon the Corporation's limited partnership investments. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998, COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997 Net income for the six months ended June 30, 1998 was $6.0 million compared to $5.1 million for the same period in 1997, a net increase of $0.9 million. Principally accounting for this increase in net income between years was growth in both the Corporation's net interest margin and fee income and an increase in gains on sales of the Corporation's 30-year fixed-rate mortgage loan production. Net income for the six months ended June 30, 1998 represented a return on average stockholders' equity of 18.33 percent, an increase from 16.14 percent in the 1997 period and a return on average assets of 1.44 percent, an increase from 1.23 percent in the 1997 period. The Corporation's efficiency ratio, or operating expenses over recurring operating revenues, was 49.2 percent for the six months ended June 30, 1998, an improvement from 52.9 percent in the year earlier period. Net Interest Income - ------------------- Net interest income before provision for loan losses was $12.9 million during the first six months of 1998 and represented a $400,000 increase compared to the same period of 1997. Net interest income was positively affected by lower deposit rates in 1998 and growth in earning assets. The Corporation's net yield on average earning assets was 3.11 percent for the six months ended June 30, 1998, an improvement from 3.05 percent for the comparable six month period of 1997. 12 Provision for Loan Losses - ------------------------- The provision for loan losses was $195,000 during the six months ended June 30, 1998 compared to $180,000 for the 1997 period. Management believes the current provision and related allowance for loan loses is adequate to meet current and potential credit risks in the current loan portfolio. Other Income - ------------ Other income was $4.1 million for the six months ended June 30, 1998, an increase of $1.2 million compared to $2.9 million for the six months ended June 30, 1997. During 1998, the Corporation had a nonrecurring gain on the sale of a bank building of $273,000. In 1997, the Corporation had nonrecurring gains on the sales of two branches totalling $352,000. Increased deposit fees assessed on a higher level of transaction account activity increased other income $399,000. Gains on sales of the Corporation's 30-year fixed-rate mortgage loan production increased other income $668,000. Loan servicing income declined $78,000 during 1998, compared to 1997, due to additional amortization of originated mortgage servicing rights caused by accelerated prepayments on the underlying mortgage loans. General and Administrative Expenses - ----------------------------------- General and administrative expenses were $7.9 million for the six months ended June 30, 1998, unchanged from the same period a year ago. Compensation expense rose between periods primarily as a result of merit-based salary increases. Decreased office occupancy and equipment expense resulted from equipment becoming fully depreciated in the second quarter of 1997. Federal Income Tax Expense - -------------------------- Federal income tax expense was $3.0 million for the six months ended June 30, 1998, an increase of $641,000 from $2.3 million for the comparable 1997 period. The increase in federal income tax expense resulted from a higher level of pre-tax earnings. The Corporation's federal income tax expense is, for the most part, recorded at the federal statutory rate less a pro rata portion of the anticipated low-income housing tax credits expected to be available based upon the Corporation's limited partnership investments. 13 ASSET QUALITY The following table presents the Corporation's nonperforming assets. Management normally considers loans to be nonperforming when payments are 90 days or more past due, when credit terms are renegotiated below market levels, or when an analysis of an individual loan indicates repossession of the collateral may be necessary to satisfy the loan. June 30, December 31, 1998 1997 ---- ---- (dollars in thousands) Nonaccruing loans: One- to four-family residential mortgages $ 944 $ 697 Income-producing property 266 - FHA-partially insured and VA-partially guaranteed 62 109 Consumer installment 199 93 ------ ------ Total $1,471 $ 899 ====== ====== Percentage of total assets 0.17% 0.10% ====== ====== Real estate owned:(1) One-to four-family residential mortgages $ 433 $ 11 Construction and development - 141 ------ ------ Total $ 433 $ 152 ====== ====== Percentage of total assets 0.05% 0.02% ====== ====== Total nonaccruing loans and real estate owned $1,904 $1,051 ====== ====== Percentage of total assets 0.22% 0.12% ====== ====== <FN> (1) Real estate owned includes properties in redemption and acquired through foreclosure. </FN> The Corporation had one impaired loan at June 30, 1998. The loan was an income-producing property loan totalling $266,000 and is included in nonaccrual loans. The Corporation's average investment in impaired loans was $266,000 during the second quarter of 1998. Interest income recognized on impaired loans during the second quarter of 1998 totalled $3,600. Impaired loans have specific allocations of the allowance for loan losses of $27,000 at June 30, 1998. The Corporation continues to demonstrate strong credit quality. The Corporation's ratio of nonperforming assets to total assets was 0.22 percent and 0.12 percent at June 30, 1998 and December 31, 1997, respectively, all well below the industry average. In addition, at June 30, 14 1998, the Corporation's allowances for loan and real estate losses represent 253 percent of its nonperforming assets, significantly above the industry average. Management believes the current provisions and related allowances for loan and real estate owned losses are adequate to meet current and potential credit risks in the current loan and real estate owned portfolios, although there can be no assurances the related allowances may not have to be increased in the future. LIQUIDITY The Bank has no regulatory mandated minimum liquidity requirements. Management's intention is to maintain average short-term liquid assets each quarter of three percent of net withdrawable deposit accounts plus borrowings payable in one year or less. The Bank's short-term liquidity ratio was 6.07 percent and 7.32 percent at June 30, 1998 and December 31, 1997, respectively. CAPITAL RESOURCES The Bank is subject to capital asset requirements in accordance with Bank regulations. Community First Bank's regulatory capital ratios are well in excess of minimum capital requirements specified by federal banking regulations. The Bank's tangible, core and risk-based capital ratios were 7.47 percent, 7.47 percent, and 13.13 percent at June 30, 1998, respectively. The Corporation's Board of Directors declared a cash dividend of $0.13 per share in the second quarter of 1998, an increase of 44 percent over the $0.09 per share dividend declared in the second quarter of 1997. The Corporation's cash dividend policy is continually reviewed by management and the Board of Directors. The Corporation currently intends to continue its policy of paying quarterly dividends; however, such payments will depend upon a number of factors, including capital requirements, regulatory limitations, the Corporation's financial condition and results of operations, and the Bank's ability to pay dividends to the Corporation. Presently, the Corporation has no significant source of income other than dividends from the Bank. Consequently, the Corporation depends upon dividends from the Bank to accumulate earnings for payment of cash dividends to its stockholders. During April 1998, the Corporation's Board of Directors approved an extension of the April 1997 stock repurchase program pursuant to which the Corporation may repurchase up to 5 percent or 426,525 shares of CFSB Bancorp, Inc. common stock. Through July 31, 1998, the Corporation repurchased 372,722 shares of CFSB Bancorp, Inc. common stock on the open market for $8.0 million, or at an average purchase price of $21.46 per share. The program has been extended to April 1999 to allow the Corporation an opportunity to repurchase the remaining 53,803 shares under the 1997 program. 15 The Corporation's Board of Directors also declared a 10 percent stock dividend on May 19, 1998. The additional shares as a result of the dividend were distributed on June 12, 1998 to stockholders of record as of May 29, 1998. Although the stock dividend represents a component of the Corporation's established dividend practices and the Corporation intends to issue similar dividends in the future, such declarations will depend on several factors similar to the cash dividend. YEAR 2000 The Corporation has an ongoing program to identify, correct and test any processing systems that are date driven and are not Year 2000 compliant. The Corporation's core data processing software is provided by an outside vendor. The outside vendor has certified the software is Year 2000 compliant and the Corporation is using the compliant software. The software is also installed on a redundant computer for testing, which is anticipated to begin in August 1998. The Corporation anticipates testing the software for integration with other third party software in 1998. Management also anticipates testing its remaining systems for Year 2000 compliance in 1998. Year 2000 testing is scheduled for completion by March 31, 1999. As of June 30, 1998, approximately $80,000 of costs have been incurred in connection with ensuring the Corporation's systems and products are Year 2000 compliant. Management anticipates total costs to for Year 2000 implementation will approximate $700,000 to $900,000. These costs will be primarily for the replacement of depreciable assets. ACCOUNTING STANDARDS In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131). SFAS 131 establishes standards for the way that public entities report information about operating segments in financial statements. This statement is effective for annual reporting for 1998 calendar year entities. Although this statement applies to interim financial statements, interim disclosures are not required in the initial year of application. In February 1998, the FASB issued Statement of Financial Accounting Standards No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits (SFAS 132). SFAS 132 revises employers' disclosures about pension and other postretirement benefit plans. It does not change the measurement or recognition of those plans. SFAS 132 standardizes the disclosure requirements for pensions and other postretirement benefits, requires additional information on changes in the benefit obligations and fair values of plan assets, and eliminates certain disclosures. This Statement is effective for fiscal years beginning after December 15, 1997, with earlier application encouraged. Restatement of disclosures for earlier periods provided for comparative purposes is required. In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133 establishes accounting and reporting standards for derivative instruments and hedging activities. It requires recognition of all derivatives as either assets or liabilities in the statement of financial 16 condition and measurement of those instruments at fair value. The accounting for gains and losses on derivatives depends on the intended use of the derivative. This Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 1999, with earlier application encouraged. Retroactive application is not permitted. Management has not completed its evaluation of the expected impact of SFAS 133 on the financial condition or operations of the Corporation. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Corporation has experienced no material changes in market risk since December 31, 1997. FORWARD-LOOKING STATEMENTS This report includes forward-looking statements that involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include the economic environment, competition, products and pricing in geographic and business areas in which the Corporation operates, prevailing interest rates, changes in government regulations and policies affecting financial services companies, and credit quality and credit risk management. CFSB Bancorp, Inc. undertakes no obligation to release revisions to these forward- looking statements or reflect events or circumstances after the date of this report. 17 CFSB BANCORP, INC. Part II Other Information Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults in Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27.1 Financial Data Schedule for the six months ended June 30, 1998. Exhibit 27.2 Restated Financial Data Schedule for the six months ended June 30, 1997. (b) Reports on Form 8-K On April 21, 1998, the registrant filed a Form 8-K current report announcing the registrant's Board of Directors approved an extension of the April 1997 stock repurchase program pursuant to which the Corporation may repurchase up to 5 percent or 426,525 shares of CFSB Bancorp, Inc. common stock. The program has been extended to April 1999 to allow the Corporation an opportunity to repurchase the remaining shares under the 1997 program. On May 19, 1998, the registrant filed a Form 8-K current report announcing the registrant's Board of Directors approved a ten percent common stock dividend. The common stock dividend was distributed June 12, 1998 to stockholders of record as of May 29, 1998. The common stock dividend increased the outstanding common stock of the registrant by ten percent to approximately 8.2 million shares. Stockholders of record received one share of common stock for each ten shares held. 18 CFSB BANCORP, INC. Signatures Pursuant to the requirements 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. CFSB BANCORP, INC. (Registrant) Date: August 10, 1998 By: /s/ Robert H. Becker ___________________________ Robert H. Becker President and Chief Executive Officer (Principal Executive Officer) By: /s/ John W. Abbott __________________________ John W. Abbott Executive Vice President, Chief Operating Officer, and Secretary (Duly Authorized Officer) By: /s/ Rick L. Laber ___________________________ Rick L. Laber Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 19