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: September 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 8,154,668 shares of the Registrant's $0.01 par value common stock outstanding as of October 31, 1998. CFSB BANCORP, INC., AND SUBSIDIARY Contents Pages ----- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Consolidated Statements of Financial Condition at September 30, 1998 and December 31, 1997 (unaudited) 1 Consolidated Statements of Operations for the three months ended September 30, 1998 and 1997 (unaudited) and for the nine months ended September 30, 1998 and 1997 (unaudited) 2 Consolidated Statements of Stockholders' Equity and Comprehensive Income for the nine months ended September 30, 1998 and 1997 (unaudited) 3 Consolidated Statements of Cash Flows for the nine months ended September 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 September 30, December 31, 1998 1997 ------------ ----------- (unaudited) ASSETS Cash and amounts due from depository institutions $ 7,333,531 $ 5,188,951 Interest-earning deposits with Federal Home Loan Bank and other depository institutions, at cost which approximates market 9,816,259 13,300,543 Investment securities available for sale, at fair value 12,221,400 26,079,688 Mortgage-backed securities available for sale, at fair value 17,919,700 21,597,690 Loans receivable, net 786,062,881 754,806,061 Accrued interest receivable, net 4,991,311 4,910,200 Real estate, net 827,132 - Premises and equipment, net 10,020,040 10,457,180 Stock in Federal Home Loan Bank of Indianapolis, at cost 11,423,100 11,423,100 Deferred federal income tax benefit 455,000 266,784 Other assets 6,316,604 4,857,716 ------------ ------------ Total assets $867,386,958 $852,887,913 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $577,723,352 $562,412,067 Advances from Federal Home Loan Bank 208,460,296 212,692,934 Advance payments by borrowers for taxes and insurance 4,224,896 1,454,316 Accrued interest payable 2,825,852 3,043,923 Federal income taxes payable 897,259 556,315 Other liabilities 5,435,587 5,193,568 ------------ ------------ Total liabilities 799,567,242 785,353,123 ------------ ------------ 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 at September 30, 1998 and 7,655,466 shares at December 31, 1997 81,735 76,555 Additional paid-in capital 63,756,314 48,377,350 Retained income - substantially restricted 3,777,817 20,011,874 Net unrealized gains on available-for-sale securities, net of tax expense of $242,506 at September 30,1998 and $161,035 at December 31, 1997 473,748 312,597 Employee Stock Ownership Plan (92,983) (227,522) Treasury stock, at cost; 7,849 shares at September 30, 1998 and 52,787 shares at December 31, 1997 (176,915) (1,016,064) ------------ ------------ Total stockholders' equity 67,819,716 67,534,790 ------------ ------------ Total liabilities and stockholders' equity $867,386,958 $852,887,913 ============ ============ See accompanying notes to consolidated financial statements. 1 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Operations Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 ------------ ------------ ----------- ----------- (Unaudited) (Unaudited) INTEREST INCOME: Loans receivable $14,667,794 $14,699,198 $43,431,151 $42,798,137 Mortgage-backed securities 337,941 454,107 1,104,844 1,439,714 Investment securities 202,906 373,900 751,331 1,297,583 Other 477,787 351,769 1,499,116 973,451 ----------- ----------- ----------- ----------- Total interest income 15,686,428 15,878,974 46,786,442 46,508,885 INTEREST EXPENSE: Deposits, net 6,245,586 6,180,450 18,645,172 18,251,699 Federal Home Loan Bank advances 2,935,178 3,232,682 8,686,517 9,232,576 ----------- ----------- ----------- ----------- Total interest expense 9,180,764 9,413,132 27,331,689 27,484,275 ----------- ----------- ----------- ----------- Net interest income before provision for loan losses 6,505,664 6,465,842 19,454,753 19,024,610 Provision for loan losses 97,500 90,000 292,500 270,000 ----------- ----------- ----------- ----------- Net interest income after provision for loan losses 6,408,164 6,375,842 19,162,253 18,754,610 OTHER INCOME (LOSS): Service charges and other fees 1,268,589 1,132,743 3,664,261 3,129,257 Loan servicing income 68,455 67,042 133,991 228,661 Losses on sales of investment securities available for sale, net - - - (31,372) Gains on sales of loans, net 370,357 137,747 1,179,621 279,430 Gains on sales of mortgage-backed securities available for sale, net - - 2,362 - Real estate operations, net 32,232 (15,000) 39,502 (45,000) Gains on sales of branches, net - 153,958 272,793 505,698 Other, net 241,070 151,114 813,080 476,571 ----------- ----------- ----------- ----------- Total other income 1,980,703 1,627,604 6,105,610 4,543,245 GENERAL AND ADMINISTRATIVE EXPENSES: Compensation, payroll taxes, and fringe benefits 2,234,647 2,100,271 6,634,941 6,198,376 Office occupancy and equipment 570,378 530,980 1,578,293 1,872,660 Federal insurance premiums 87,168 88,009 261,208 265,296 Data processing 142,190 107,516 361,165 319,504 Marketing 205,991 220,241 613,044 668,906 Other, net 825,727 818,248 2,490,421 2,406,117 ----------- ----------- ----------- ----------- Total general and administrative expenses 4,066,101 3,865,265 11,939,072 11,730,859 ----------- ----------- ----------- ----------- Income before federal income tax expense 4,322,766 4,138,181 13,328,791 11,566,996 Federal income tax expense 1,453,000 1,337,000 4,420,000 3,663,000 ----------- ----------- ----------- ----------- Net income $ 2,869,766 $ 2,801,181 $ 8,908,791 $ 7,903,996 =========== =========== =========== =========== EARNINGS PER SHARE: Basic $ 0.35 $ 0.34 $ 1.08 $ 0.94 =========== =========== =========== =========== Diluted $ 0.34 $ 0.32 $ 1.04 $ 0.90 =========== =========== =========== =========== DIVIDENDS PAID PER SHARE $ 0.13 $ 0.09 $ 0.36 $ 0.24 =========== =========== =========== =========== See accompanying notes to consolidated financial statements. 2 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Stockholders' Equity and Comprehensive Income For the Nine Months Ended September 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 - - 7,903,996 - - - 7,903,996 Change in unrealized gain on securities, net (see disclosure) - - - - - 64,582 64,582 ---------- Comprehensive income - - - - - - 7,968,578 Stock options exercised - - (112,425) - 172,993 - 60,568 Repayment of ESOP debt - - - 173,914 - - 173,914 Cash dividends on common stock - $0.27 per share - - (2,334,639) - - - (2,334,639) 10% common stock dividend 2,542 6,987,060 (11,063,418) - 4,062,759 - (11,057) Treasury stock purchased - - - - (2,055,983) - (2,055,983) ------- ----------- ----------- --------- ------------ --------- ----------- Balance at September 30, 1997 $75,286 $48,385,710 $18,257,114 $(285,494) $ (440,384) $ 279,176 $67,271,408 ======= =========== =========== ========= =========== ========= =========== 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 - - 8,908,791 - - - 8,908,791 Change in unrealized gain on securities, net (see disclosure) - - - - - 16,151 161,151 ----------- Comprehensive income - - - - - - 9,069,942 Stock options exercised - - (514,158) - 676,505 - 162,347 Repayment of ESOP debt - - - 134,539 - - 134,539 Cash dividends on common stock - $0.38 per share - - (3,097,696) - - - (3,097,696) 10% common stock dividend 5,180 15,300,221 (21,530,994) - 6,210,476 - (15,117) Treasury stock purchased - - - - (6,047,832) - (6,047,832) Tax benefit associated with exercise of stock options - 78,743 - - - - 78,743 ------- ----------- ----------- --------- ------------ --------- ----------- Balance at September 30, 1998 $81,735 $63,756,314 $ 3,777,817 $ (92,983) $ (176,915) $ 473,748 $67,819,716 ======= =========== =========== ========= =========== ========= =========== See accompanying notes to consolidated financial statements. 3 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Cash Flows Nine Months Ended September 30, 1998 1997 -------- --------- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 8,908,791 $ 7,903,996 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 758,229 1,107,367 Provision for loan losses 292,500 270,000 Provision for real estate losses - 45,000 Net amortization of premiums and accretion of discounts 63 67,582 Loans originated for sale (46,900,954) (12,459,892) Proceeds from sales of loans originated for sale 45,557,524 12,929,525 Net gains on sales of loans and securities (1,181,983) (248,058) Net gains on sales of REO (40,470) - Net gains on sales and disposals of premises and equipment (272,794) (479,626) Decrease in deferred loan fees (561,598) (202,741) Increase in accrued interest receivable (81,111) (573,408) Decrease in accrued interest payable (218,071) (441,429) Increase in deferred federal income tax benefit (269,688) - Increase in federal income taxes payable 419,687 55,921 Increase in other liabilities 227,150 33,779 Increase in other assets (1,296,490) (55,137) ------------ ------------ Net cash provided by operating activities 5,340,785 7,952,879 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities available for sale (10,000,453) (24,018,281) Proceeds from sales of investment securities available for sale - 20,037,696 Principal repayments and maturities of investment securities available for sale 24,000,000 9,000,000 Loan originations (net of undisbursed loans in process) (187,255,231) (137,351,506) Loans purchased (62,497,896) (13,125,669) Proceeds from sales of loans 49,460,198 8,580,493 Principal repayments on loans 170,685,339 101,971,285 Purchases of mortgage-backed securities available for sale 4,292,653 3,876,805 Principal repayments and maturities on mortgage- backed securities available for sale (511,000) - Proceeds from sales, redemptions, and settlements of real estate owned, net 193,859 684,954 Purchases of premises and equipment (735,571) (1,494,371) Proceeds from sales and disposals of premises and equipment 687,276 1,354,211 Purchases of Federal Home Loan Bank stock - (791,100) ------------ ------------ Net cash used by investing activities (11,680,826) (31,275,483) 4 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Cash Flows, Continued Nine Months Ended September 30, 1998 1997 -------- --------- (unaudited) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits $ 15,311,285 $ 2,192,518 Stock options exercised 162,347 60,568 Purchases of treasury stock (6,047,832) (2,055,983) Net increase in advance payments by borrowers for taxes and insurance 2,770,580 3,571,657 Federal Home Loan Bank advance repayments (80,360,147) (89,118,030) Federal Home Loan Bank advances 76,127,509 109,939,381 Dividends paid on common stock (2,963,405) (2,044,738) ------------ ------------ Net cash provided by financing activities 5,000,337 22,545,373 ------------ ------------ Net decrease in cash and cash equivalents (1,339,704) (777,231) Cash and cash equivalents at beginning of period 18,489,494 22,749,963 ------------ ------------ Cash and cash equivalents at end of period $ 17,149,790 $ 21,972,732 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest expense $ 27,549,760 $ 27,925,704 Federal income taxes 4,270,000 3,650,000 Transfers of loans to real estate owned 980,521 656,491 Transfers of loans to repossessed assets 162,398 130,827 Loans charged-off 160,575 242,552 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 nine months ended September 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. In accordance with SFAS 128, the Corporation has restated all prior period earnings per share 6 3. EARNINGS PER SHARE - CONTINUED A reconciliation of basic and diluted EPS for the three and nine month periods ending September 30 follows: Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 -------- ------- --------- -------- Net earnings applicable to common stock and common stock equivalents $2,869,766 $2,801,181 $8,908,791 $7,903,996 ========== ========== ========== ========== Average number of shares outstanding 8,168,738 8,405,515 8,216,940 8,445,271 Effect of dilutive securities - stock options 401,418 342,748 388,648 342,019 ---------- ---------- ---------- ---------- 8,570,156 8,748,263 8,605,588 8,787,290 ========== ========== ========== ========== Diluted earnings per share $0.34 $0.32 $1.04 $0.90 ========== ========== ========== ========== 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 nine month periods ending September 30 are as follows: 1998 1997 ------------------------- ------------------------- Tax Tax Expense Reclassification Expense Reclassification ------- ---------------- ------- ---------------- Change in unrealized holding gains arising during period, net of tax $ (81,471) $ 161,151 $(24,559) $ 47,674 Add: reclassification adjustment for realized gain included in net income, net of tax -- -- (8,710) 16,908 --------- -------- Other comprehensive income for the period $ 161,151 $ 64,582 ========= ======== 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 also conducts lending operations in Livingston and Jackson counties. 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 increased to $867.4 million at September 30, 1998 from $852.9 million at December 31, 1997. Most of the increase occurred in loans receivable, which was partially offset by a decrease in investment securities. Investment securities decreased to $12.2 million at September 30, 1998 from $26.1 million at December 31, 1997. This decline resulted from the maturity of United States Treasury notes in January and July 1998. Net loans receivable increased to $786.1 million at September 30, 1998 from $754.8 million at December 31, 1997. This net increase of $31.3 million occurred primarily through an increase in mortgages of $33.6 million and growth in commercial and consumer loans of $2.0 million and $5.1 million, respectively, partially offset by a decline in income-producing property loans of $9.4 million. Mortgage loan originations for the nine months ended September 30, 1998 were $183.8 million, compared to $103.3 million for the same period a year ago. With comparatively 8 low mortgage rates in 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. Deposits increased $15.3 million to $577.7 million at September 30, 1998 from $562.4 million at December 31, 1997. This growth occurred through an increase in checking accounts of $8.7 million, savings accounts of $5.1 million, and certificates of deposit of $1.5 million. FHLB advances decreased $4.2 million to $208.5 million at September 30, 1998 from $212.7 million at December 31, 1997. The net decrease was composed of an increase in fixed-rate advances of $6.8 million and a decline in adjustable-rate advances of $11.0 million. The Corporation had no adjustable- rate advances at September 30, 1998. The Corporation's cumulative one-year gap, one-to-three year gap, and three-to- five year gap was a negative 11.7 percent, negative 0.6 percent, and negative 0.4 percent, respectively, at September 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 $67.8 million at September 30, 1998, a $300,000 increase compared to the 1997 year-end total of $67.5 million. The increase was primarily the result of net income for the first nine months of 1998, partially offset by treasury stock purchases and dividend declarations. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997 Net income for the three months ended September 30, 1998 was $2,870,000, or $0.34 per diluted share, compared to $2,801,000, or $0.32 per diluted share for the same 1997 period, a net increase of $0.02 per share, or 6 percent. Principally accounting for this increase in net income between years was growth in net interest income, improved fee income, and an increase in gains on sales of the Corporation's 30-year fixed- rate mortgage loan production. In 1997, the Corporation had a nonrecurring gain on the sale of a branch of $154,000. The Corporation's favorable financial performance for the third quarter is attributable to strong mortgage and consumer loan production and a larger deposit base. Net income for the 1998 third quarter represents a return on average assets of 1.33 percent, an increase from 1.31 percent for the 1997 third quarter and a return on average stockholders' equity of 16.94, unchanged from 1997. The Corporation's efficiency ratio, or operating expenses over recurring operating revenues, was 50.10 percent for the quarter ended September 30, 1998, compared to 49.54 percent for the quarter ended September 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 9 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 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 and nine months ended September 30, 1998 and 1997, and at September 30, 1998 and December 31, 1997. For the For the Three Months Nine Months Ended Ended At At September 30, September 30, September 30, December 31, 1998 1997 1998 1997 1998 1997 ---- ---- ---- ---- ---- ---- Weighted average yield: Loans receivable, net 7.59% 7.77% 7.65% 7.69% 7.51% 7.71% Mortgage-backed securities 7.61 7.73 7.72 7.72 7.86 8.00 Investment securities 6.01 5.76 6.16 5.91 5.78 6.02 Interest-earning deposits 4.09 3.03 4.07 2.79 3.17 3.31 Other 7.89 7.86 7.87 7.62 7.87 7.90 ---- ---- ---- ---- ---- ---- Total earning assets 7.47 7.63 7.51 7.55 7.43 7.57 Weighted average cost: Savings, checking, and money market accounts 2.40 2.48 2.41 2.52 2.39 2.60 Certificates of deposit 5.76 5.76 5.78 5.72 5.76 5.83 FHLB advances 5.93 6.20 6.01 6.10 5.82 6.09 ---- ---- ---- ---- ---- ---- Total interest-bearing liabilities 4.68 4.85 4.74 4.83 4.70 4.91 ---- ---- ---- ---- ---- ---- Interest rate spread 2.79% 2.78% 2.77% 2.72% 2.73% 2.66% ==== ==== ==== ==== ==== ==== Net yield on earning assets 3.14% 3.16% 3.11% 3.08% 3.07% 3.02% ==== ==== ==== ==== ==== ==== Net interest income before provision for loan losses was $6.5 million during the third quarter of 1998 and represented an $40,000 increase compared to the third 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 September 30, 1998, compared to 3.16 percent for the comparable quarter of 1997. Average loans receivable were $772.4 million in the third quarter of 1998, representing growth of $16.5 million over average loans receivable of $755.9 million in the same quarter a year earlier. The increased level of loans outstanding resulted from originations of 10 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 September 30, 1998 exceeded the net interest margin of 3.07 percent at September 30, 1998. 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 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 yields at September 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 7.43 percent at September 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 3.07 percent at September 30, 1998. Loans held for sale increased to $10.3 million at September 30, 1998, compared to $6.2 million at 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 third quarter of 1998, the provision for loan losses was $97,000 compared to $90,000 during the third 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 $2.0 million for the three months ended September 30, 1998, up 22 percent from $1.6 million for the three months ended September 30, 1997. During the third quarter of 1997, the Corporation had a nonrecurring gain on the sale of a branch of $154,000. Increased deposit fees assessed on a higher level of transaction account activity increased other income $136,000. Gains on sales of the Corporation's 30-year fixed-rate mortgage loan production increased other income $233,000. 11 General and Administrative Expenses - ----------------------------------- General and administrative expenses were $4.1 million for the three months ended September 30, 1998, compared to $3.9 million for the same quarter a year ago. Compensation and fringe benefits expense rose $135,000 between periods as a result of merit-based salary increases. Federal Income Tax Expense - -------------------------- Federal income tax expense was $1.5 million for the three months ended September 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 NINE MONTHS ENDED SEPTEMBER 30, 1998, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997 Net income for the nine months ended September 30, 1998 was $8.9 million compared to $7.9 million for the same period in 1997, a net increase of $1.0 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 nine months ended September 30, 1998 represented a return on average stockholders' equity of 17.83 percent, an increase from 16.40 percent in the 1997 period and a return on average assets of 1.40 percent, an increase from 1.26 percent in the 1997 period. The Corporation's efficiency ratio, or operating expenses over recurring operating revenues, was 49.53 percent for the nine months ended September 30, 1998, an improvement from 51.42 percent in the year earlier period. Net Interest Income - ------------------- Net interest income before provision for loan losses was $19.5 million during the first nine months of 1998 and represented a $430,000 increase compared to the same period of 1997. Net interest income was positively affected by lower cost of funds in 1998 and growth in earning assets. The Corporation's net yield on average earning assets was 3.11 percent for the nine months ended September 30, 1998, an improvement from 3.08 percent for the comparable nine month period of 1997. Provision for Loan Losses - ------------------------- The provision for loan losses was $292,000 during the nine months ended September 30, 1998 compared to $270,000 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. 12 Other Income - ------------ Other income was $6.1 million for the nine months ended September 30, 1998, an increase of $1.6 million compared to $4.5 million for the nine months ended September 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 three branches totaling $506,000. Increased deposit fees assessed on a higher level of transaction account activity increased other income $535,000. Gains on sales of the Corporation's 30-year fixed-rate mortgage loan production increased other income $900,000. Debit card income increased $128,000 in 1998 due to an increase in cards issued and related transactions. General and Administrative Expenses - ----------------------------------- General and administrative expenses were $11.9 million for the nine months ended September 30, 1998, compared to $11.7 million for 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 $4.4 million for the nine months ended September 30, 1998, an increase of $757,000 from $3.7 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. September 30, December 31, 1998 1997 ---- ---- (dollars in thousands) Nonaccruing loans: One-to-four family residential mortgages $ 496 $ 697 FHA-partially insured and VA-partially guaranteed 130 109 Consumer installment 157 93 ------- ------- Total $ 783 $ 899 ======= ======= Percentage of total assets 0.09% 0.10% ======= ======= Real estate owned:(1) One-to-four family residential mortgages $ 578 $ 11 Construction and development 402 141 ------- ------- Total $ 980 $ 152 ======= ======= Percentage of total assets 0.11% 0.02% ======= ======= Total nonaccruing loans and real estate owned $ 1,763 $ 1,051 ======= ======= Percentage of total assets 0.20% 0.12% ======= ======= <FN> (1) Real estate owned includes properties in redemption and acquired through foreclosure. </FN> The Corporation continues to demonstrate strong credit quality. The Corporation's ratio of nonperforming assets to total assets was 0.20 percent and 0.12 percent at September 30, 1998 and December 31, 1997, respectively, all well below the industry average. In addition, at September 30, 1998, the Corporation's allowances for loan and real estate losses represent 287 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 14 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 3.85 percent and 7.32 percent at September 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 7.53 percent, 7.53 percent, and 13.82 percent at September 30, 1998, respectively. The Corporation's Board of Directors declared a cash dividend of $0.13 per share in the third quarter of 1998, an increase of 30 percent from the $0.10 per share dividend declared in the third 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. YEAR 2000 The Year 2000 issue is the result of potential problems with computer systems or any equipment with computer chips that store the year portion of the date as just two digits. Systems using this two-digit approach may not be able to determine whether 00 represents the year 2000 of 1900. The problem, if not corrected, may make those systems fail or allow them to generate incorrect calculations causing a disruption of normal operations. In 1998, a comprehensive project plan to address the Year 2000 issue as it relates to the Corporation was developed, approved by the Board of Directors, and implemented. The scope of the plan includes five phases: Awareness, Assessment, Renovation, Validation and Implementation, as defined by federal banking regulatory agencies. A project team that consists of key members of the technology staff, representatives of functional business units and senior management was developed. Additionally, the Director of Operations, a member of senior management, serves as the Year 2000 project manager and regularly reports to the Board of Directors. 15 An assessment of the impact of the Year 2000 issue on the Corporation's computer systems has been completed. The scope of the project also includes other operational and environmental systems since they may be impacted if embedded computer chips control the functionality of those systems. From this assessment, the Corporation has identified and prioritized those systems deemed to be mission critical or those that have significant impact on normal operations. The Corporation is progressing with the Renovation, Validation, and Implementation phases of the project plan. The Corporation relies on third party vendors and service providers for its data processing capabilities and to maintain its computer systems. Formal communications with these providers and other external counterparties were initiated in 1998 to assess the Year 2000 readiness of their products and services. Their progress in meeting their targeted schedules is being monitored for any indication that they may not be able to address the problem on a timely basis. Thus far, responses indicate that most of the significant providers currently have compliant versions available or are well into the renovation and testing phases with completion scheduled for sometime in early 1999. Specifically, the Corporation's core data processing software is provided by an outside vendor, which has certified the software is Year 2000 compliant. The Corporation is using the compliant software and has installed it on a redundant computer for testing, which began 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. The Corporation can give no guarantee that the systems of these service providers and vendors on which the Corporation's systems rely will be timely renovated. Additionally, the Corporation has implemented a plan to manage the potential risk posed by the impact of the Year 2000 issue on its major customers. Formal communications have been initiated, and the assessment is scheduled to be significantly completed by December 31, 1998. The Corporation has completed the development of contingency plans for systems that are determined to be mission critical. These plans include the replacement of vendors or development of alternative systems or processes where systems will not be completed by specified dates. The Corporation is in the process of forming a task force to update its business resumption plan, with particular emphasis on addressing contingencies associated with systems that are thought to be Year 2000 compliant, but prove not to be at a future date. As of September 30, 1998, approximately $169,000 of costs have been incurred in connection with ensuring the Corporation's systems and products are Year 2000 compliant. Management anticipates total costs for Year 2000 implementation will approximate $700,000 to $900,000. These costs will be primarily for the replacement of depreciable assets. The costs and the timetable in which the Corporation plans to complete the Year 2000 readiness activities are based on management's best estimates, which were derived using numerous assumptions of future events including the continued availability of certain resources, third party readiness plans and other factors. The Corporation can make no guarantee that these estimates will be achieved, and actual results could differ from such plans. 16 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 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 nine months ended September 30, 1998 Exhibit 27.2 Restated Financial Data Schedule for the nine months ended September 30, 1997 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: November 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