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 March 31, 1997 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 No.) 112 East Allegan Lansing, Michigan 48933 ---------------------------------------- (Address of Principal Executive Offices) 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 4,672,657 shares of the Registrant's $0.01 par value common stock outstanding as of April 30, 1997. CFSB BANCORP, INC., AND SUBSIDIARY Contents Pages ----- PART I - FINANCIAL INFORMATION Consolidated Statements of Financial Condition at March 31, 1997, and December 31, 1996 (unaudited) 1 Consolidated Statements of Operations for the three months ended March 31, 1997 and 1996 (unaudited) 2 Consolidated Statement of Stockholders' Equity for the three months ended March 31, 1997 (unaudited) 3 Consolidated Statements of Cash Flows for the three months ended March 31, 1997 and 1996 (unaudited) 4-5 Notes to Consolidated Financial Statements (unaudited) 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7-17 PART II - OTHER INFORMATION 18 SIGNATURES 19 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Financial Condition March 31, December 31, 1997 1996 --------------- --------------- (unaudited) ASSETS Cash and amounts due from depository institutions $ 3,866,176 $ 7,479,722 Interest-earning deposits with Federal Home Loan Bank and other depository institutions, at cost which approximates market 11,139,276 15,270,241 Investment securities available for sale, at fair value 30,922,300 31,093,494 Mortgage-backed securities available for sale, at fair value 25,653,479 27,220,567 Loans receivable, net 728,350,275 717,714,636 Accrued interest receivable, net 4,836,609 4,349,240 Real estate, net 271,755 - Premises and equipment, net 11,543,886 10,985,199 Stock in Federal Home Loan Bank of Indianapolis, at cost 10,632,000 10,632,000 Deferred federal income tax benefit 436,951 317,270 Other assets 6,599,748 4,737,177 -------------- ------------- Total assets $ 834,252,455 $ 829,799,546 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 559,645,280 $ 553,574,001 Advances from Federal Home Loan Bank 196,544,338 202,639,323 Advance payments by borrowers for taxes and insurance 3,812,970 1,356,507 Accrued interest payable 4,220,193 4,233,799 Federal income taxes payable 1,606,242 740,242 Other liabilities 4,783,973 4,785,647 -------------- -------------- Total liabilities 770,612,996 767,329,519 -------------- -------------- Stockholders' equity: Serial preferred stock, $0.01 par value; authorized 2,000,000 shares; issued - none - - Common stock, $0.01 par value; authorized 10,000,000 shares; issued 4,849,611 shares 48,496 48,496 Additional paid-in capital 41,422,898 41,422,898 Retained income - substantially restricted 25,401,776 23,863,600 Net unrealized gains (losses) on available-for-sale securities, net of tax benefit (expense) of $9,132 - 1997 and ($110,548) - 1996 (17,728) 214,594 Employee Stock Ownership Plan (401,437) (459,408) Treasury stock, at cost; 152,574 shares - 1997 and 143,570 shares - 1996 (2,814,546) (2,620,153) -------------- -------------- Total stockholders' equity 63,639,459 62,470,027 -------------- -------------- Total liabilities and stockholders' equity $ 834,252,455 $ 829,799,546 ============== ============== See accompanying notes to consolidated financial statements. 1 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Operations Three Months Ended March 31, 1997 1996 -------------- ------------- (unaudited) INTEREST INCOME: Loans receivable $ 13,902,372 $ 12,114,542 Mortgage-backed securities 511,188 649,253 Investment securities 455,659 667,713 Other 301,501 354,096 -------------- ------------- Total interest income 15,170,720 13,785,604 INTEREST EXPENSE: Deposits, net 6,036,114 6,000,777 Federal Home Loan Bank advances 2,919,262 2,418,021 -------------- ------------- Total interest expense 8,955,376 8,418,798 Net interest income before provision for loan losses 6,215,344 5,366,806 Provision for loan losses 90,000 60,000 -------------- ------------- Net interest income after provision for loan losses 6,125,344 5,306,806 OTHER INCOME (LOSS): Service charges and other fees 927,159 767,854 Loan servicing income 80,039 110,984 Gains on sales of loans, net 69,857 106,199 Gains on sales of investment securities available for sale, net 19,659 - Real estate operations, net (15,000) (15,000) Other, net 112,439 51,064 -------------- ------------- Total other income 1,194,153 1,021,101 GENERAL AND ADMINISTRATIVE EXPENSES: Compensation, payroll taxes, and fringe benefits 2,046,076 1,980,505 Office occupancy and equipment 708,578 585,718 Federal insurance premiums 87,734 300,967 Marketing 212,573 196,049 Data processing 101,674 84,064 Other, net 789,258 650,687 -------------- ------------- Total general and administrative expenses 3,945,893 3,797,990 Income before federal income tax expense 3,373,604 2,529,917 Federal income tax expense 1,066,000 815,000 -------------- ------------- NET INCOME $ 2,307,604 $ 1,714,917 ============== ============= EARNINGS PER SHARE: Primary $ 0.47 $ 0.34 ============== ============= Fully diluted $ 0.47 $ 0.34 ============== ============= DIVIDENDS PAID PER SHARE $ 0.12 $ 0.10 ============== ============= See accompanying notes to consolidated financial statements. 2 CFSB BANCORP, INC. AND SUBSIDIARY Consolidated Statement of Stockholders' Equity Three Months Ended March 31, 1997 (unaudited) Net Unrealized Additional Gains (Losses) Commitment Total Common Paid-in Retained On Available-For- for ESOP Treasury Stockholders' Stock Capital Income Sale Securities Debt Stock Equity -------- ------------ ------------ ----------------- ---------- ------------ ------------ Balance at December 31, 1996 $ 48,496 $ 41,422,898 $ 23,863,600 $ 214,594 $ (459,408) $ (2,620,153) $ 62,470,027 Net income - - 2,307,604 - - - 2,307,604 Stock options exercised - - (65,065) - - 100,302 35,237 Repayment of ESOP debt - - - - 57,971 - 57,971 Cash dividends on common stock - $0.15 per share - - (704,363) - - - (704,363) Treasury stock purchased - - - - - (294,695) (294,695) Change in market value of available-for-sale securities, net - - - (232,322) - - (232,322) -------- ------------ ------------ ----------------- ---------- ------------ ------------ Balance at March 31, 1997 $ 48,496 $ 41,422,898 $ 25,401,776 $ (17,728) $ (401,437) $ (2,814,546) $ 63,639,459 ======== ============ ============ ================= ========== ============ ============ See accompanying notes to consolidated financial statements. 3 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Cash Flows Three Months Ended March 31, 1997 1996 -------------- ------------- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,307,604 $ 1,714,917 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 441,071 318,564 Provision for loan losses 90,000 60,000 Provision for real estate losses 15,000 15,000 Net amortization of premiums and accretion of discounts 28,855 166,879 Loan origination fees, net of costs deferred 53,994 (16,178) Amortization of loan fees (67,024) (94,294) Amortization of mortgage servicing rights 27,891 96 Loans originated for sale (4,207,182) (9,427,425) Proceeds from sales of loans originated for sale 4,744,300 7,471,757 Net gains on sales of loans and securities (89,516) (106,199) Net losses on sales and disposals of premises and equipment 2,634 - Net gains on sales of repossessed property - (430) Recoveries of losses 7,660 13,526 Decrease (increase) in accrued interest receivable (487,369) 109,247 Decrease in accrued interest payable (13,606) (40,305) Increase in federal income taxes payable 866,000 815,000 Decrease in other liabilities (83,337) (100,319) Increase in other assets (1,816,742) (1,002,402) -------------- ------------- Net cash provided (used) by operating activities 1,820,233 (102,566) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities available for sale (9,992,968) (5,041,125) Proceeds from sales of investment securities available for sale 10,029,101 - Principal repayments and maturities of investment securities available for sale - 12,920,000 Loan originations (net of undisbursed loans in process) (32,074,366) (28,057,643) Loans purchased (5,015,292) (20,157,862) Proceeds from sales of loans 856,647 1,787,128 Principal repayments on loans 24,613,035 24,509,022 Principal repayments and maturities on mortgage-backed securities available for sale 1,340,950 285,605 Principal repayments and maturities on mortgage-backed securities held to maturity - 2,113,881 Due to broker - 1,998,000 Proceeds from sales, redemptions, and settlements of real estate owned, net 63,767 - Proceeds from sales of repossessed property 13,600 5,510 Capitalized additions to real estate owned, net of recoveries (5,496) 7,929 Purchases of premises and equipment (1,005,491) (431,666) Proceeds from sales and disposals of premises and equipment 3,100 1,224 -------------- ------------- Net cash used by investing activities (11,173,413) (10,059,997) 4 CFSB BANCORP, INC., AND SUBSIDIARY Consolidated Statements of Cash Flows, Continued Three Months Ended March 31, 1997 1996 -------------- -------------- (unaudited) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits $ 6,071,279 $ 5,795,793 Stock options exercised 35,237 88,827 Purchases of Treasury stock (294,695) - Net increase in advance payments by borrowers for taxes and insurance 2,456,462 1,771,478 Federal Home Loan Bank advance repayments (9,985,568) (1,282,819) Federal Home Loan Bank advances 3,890,583 46,145 Dividends paid on common stock (564,629) (490,144) ------------ -------------- Net cash provided by financing activities 1,608,669 5,929,280 ------------ -------------- Net decrease in cash and cash equivalents (7,744,511) (4,233,283) Cash and cash equivalents at beginning of period 22,749,963 29,724,175 ------------ -------------- Cash and cash equivalents at end of period $ 15,005,452 $ 25,490,892 ============ ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest expense $ 8,968,982 $ 8,459,103 Federal income taxes 200,000 - Transfers of loans to real estate owned 444,294 73,256 Transfers of loans to repossessed property 48,620 14,226 Loans charged-off 94,779 25,455 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 months ended March 31, 1997, 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, 1996, included in the Corporation's 1996 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 subsidiary, 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 Earnings per share of common stock are based on the weighted average number of common shares and common share equivalents outstanding during the period. 6 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/liability management strategies, 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. (the "Corporation") is the holding company for Community First Bank (the "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 area, which is composed of the tri-county area of Clinton, Eaton, and Ingham counties, the western townships of Shiawassee County, and the southwest corner of 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. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997, COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996 Net income for the three months ended March 31, 1997, was $2,307,000, or $0.47 per fully diluted share, compared to $1,715,000, or $0.34 per fully diluted share for the same 1996 period, a net increase of $592,000, or 34.6 percent. Principally accounting for this increase in net income between years was growth in the Bank's net interest margin and improved fee income partially offset by increased general and administrative expenses. The Corporation's solid financial performance for the first quarter is attributable to strong mortgage and consumer loan production, improved net interest margins, increased deposits, growth in fee income, and substantially reduced deposit insurance premiums. Net income for the 1997 first quarter represents a return on average assets of 1.13 percent, an increase from 0.91 percent for the 1996 first quarter and a return on average stockholders' equity of 14.80 percent compared to 10.85 percent in 1996. The Corporation's efficiency ratio, or operating expenses over recurring operating revenues, was 53.9 percent for the quarter ended 7 March 31, 1997, a significant reduction from 60.5 percent for the quarter ended March 31, 1996. 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 earning assets and interest-bearing liabilities, market rates of interest, the level of non-performing 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 March 31, 1997 and 1996, and at March 31, 1997, and December 31, 1996. The costs include the annualized effect of the Corporation's interest rate exchange agreement. For the Three Months Ended At At March 31, March 31, December 31, 1997 1996 1997 1996 -------- ----------- ----------- ------------ Weighted average yield: Loans receivable, net 7.64% 7.72% 7.66% 7.60% Mortgage-backed securities 7.81 7.62 7.67 7.82 Investment securities 5.87 5.40 5.85 5.89 Interest-earning deposits 2.52 4.26 1.71 4.93 Other 7.50 7.58 7.57 7.55 ---- ---- ---- ---- Total earning assets 7.50 7.49 7.51 7.47 Weighted average cost: Savings, checking, and money market accounts 2.57 2.59 2.54 2.65 Certificates of deposit 5.70 5.89 5.74 5.73 FHLB advances 6.02 6.08 6.01 5.97 ---- ---- ---- ---- Total interest-bearing liabilities 4.82 4.94 4.81 4.86 ---- ---- ---- ---- Interest rate spread 2.68% 2.55% 2.70% 2.61% ==== ==== ==== ==== Net yield on earning assets 3.02% 2.89% 3.04% 2.95% ==== ==== ==== ==== 8 Net interest income before provision for loan losses was $6.2 million during the first quarter of 1997, and represented an $848,000 increase compared to the first quarter of 1996. Net interest income was positively affected by lower deposit rates in 1997 and strong growth in earning assets. The Corporation's net interest margin was 3.02 percent for the three months ended March 31, 1997, an improvement from 2.89 percent for the comparable quarter of 1996. A shift in the composition of average earning assets from lower yielding more liquid assets toward higher-earning, longer-term assets also contributed to an improved net interest margin during 1997. Average loans receivable were $729.2 million in the first quarter of 1997 representing growth of $101.3 million, or 16.1 percent, over average loans receivable of $627.9 million in the same quarter a year earlier. The increased level of loans outstanding resulted from originations of adjustable-rate mortgage loans and purchases of adjustable- and fixed-rate, medium-term mortgage loans all of which are held in the Corporation's portfolio. Because the Corporation is liability sensitive, pressure may be felt on the Corporation's net interest margin if short-term market interest rates rise. 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. As the slope of the yield curve began to steepen in the first quarter, customer preferences in the Corporation's local market favored adjustable-rate mortgage loans. 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 - ------------------------- The allowance for loan losses, established through provisions for losses charged to expense, is increased by recoveries of loans previously charged off and reduced by charge-offs of loans. During the first quarter of 1997, the provision for loan losses was $90,000 compared to $60,000 during the first 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 on the Corporation's allowance for loan losses and activity therein, reference is made to "Asset Quality." Other Income - ------------ Other income totaled $1.2 million for the three months ended March 31, 1997, up 16.9 percent from $1.0 million for the three months ended March 31, 1996. Growth in other income resulted primarily from increased deposit fees assessed on a higher level of transaction account activity. A gain on the redemption of an equity security and gains on the sales of investment securities in 1997 also favorably affected the comparison of other income. Partially offsetting these increases 9 in other income were reduced gains on loan sales and decreased servicing income resulting from lower balances of loans serviced for other parties and amortization of capitalized mortgage servicing costs. General and Administrative Expenses - ----------------------------------- General and administrative expenses were $3.9 million for the three months ended March 31, 1997, compared to $3.8 million for the same quarter a year ago. Compensation and fringe benefits expense rose between periods as a result of upward merit-based salary adjustments and increased employment taxes on a higher compensation base partly offset by the effect of fewer full-time equivalent employees. The increase in office occupancy and equipment expense principally results from accelerating the depreciation on computer equipment to more closely reflect the estimated remaining life of this equipment. FDIC insurance, $213,000 lower to date in 1997, reflects the lower premium of 6.5 cents per $100 of domestic deposits versus 23 cents per $100 of domestic deposits in 1996. Contributing to higher other general and administrative expenses was the April 1996 introduction of the Moneycard which resulted in debit card embossment and servicing charges in 1997 but not in first quarter 1996. This card serves as both an ATM card and a debit card allowing customers to make direct withdrawals from their checking accounts when making purchases at merchants accepting MasterCard. The continued promotion of the Corporation's checking account products has resulted in a significant expansion of its customer base. As a consequence, the expanded account base has led to more operating losses in first quarter 1997 than in the first quarter of the prior period. As a partial offset to these increases in general and administrative expenses, regulation by the Michigan Financial Institutions Bureau resulted in lower supervisory fees than similar fees assessed by the Office of Thrift Supervision. Federal Income Tax Expense - -------------------------- Federal income tax expense was $1.1 million for the three months ended March 31, 1997, compared to $815,000 for the comparable 1996 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 of 34 percent 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. ASSET QUALITY Impaired loans as defined by Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan and as amended by Statement of Financial Accounting Standards No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures totaled $62,000 at March 31, 1997, and include one income-producing property loan and two commercial business loans. One of these loans totaling $48,000 is included in nonaccrual loans at March 31, 1997. The other two loans totaling $14,000 were not included as nonaccrual loans as they were not 90 days or more past due at March 31, 1997. The Corporation's nonaccrual loans include residential mortgage and consumer installment loans, for which SFAS 114 does not apply. The Corporation's respective average investment in impaired 10 loans was $345,000 during the first quarter of 1997. Interest income recognized on impaired loans during first quarter 1997 totaled $1,000. Impaired loans had specific allocations of the allowance for loan losses in accordance with SFAS 114 of $27,000 at March 31, 1997. The Corporation did not have any impaired loans at or during the quarter ended March 31, 1996. 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. March 31, December 31, 1997 1996 --------- ------------ (dollars in thousands) Nonaccruing loans: One- to four-family residential mortgages $ 265 $ 892 Income-producing property - 359 FHA-partially insured and VA-partially guaranteed 77 183 Commercial 48 195 Consumer installment 145 158 ------ ------ Total $ 535 $1,787 ====== ====== Percentage of total assets 0.07% 0.21% ====== ====== Real estate owned:/(1)/ One-to four-family residential mortgages $ 244 $ 205 Income-producing property 359 - Construction and development - 7 ------ ------ Total $ 603 $ 212 ====== ====== Percentage of total assets 0.07% 0.03% ====== ====== Total nonaccruing loans and real estate owned $1,138 $1,999 ====== ====== Percentage of total assets 0.14% 0.24% ====== ====== /(1)/ Real estate owned includes properties in redemption and acquired through foreclosure. 11 The following is a summary of the Corporation's loan and real estate owned loss experience from December 31, 1993, through March 31, 1997. Real Loans Estate Total ----------- ----------- ------------ Balance at December 31, 1993 $3,846,733 $ 167,087 $4,013,820 Provision for losses 240,000 565,000 805,000 Charges against the allowance (153,263) (711,937) (865,200) Recoveries 190,448 55,823 246,271 ---------- --------- ---------- Balance at December 31, 1994 4,123,918 75,973 4,199,891 Provision for losses 240,000 120,000 360,000 Charges against the allowance (55,107) (34,614) (89,721) Recoveries 54,328 62,218 116,546 ---------- --------- ---------- Balance at December 31, 1995 4,363,139 223,577 4,586,716 Provision for losses 240,000 60,000 300,000 Charges against the allowance (76,528) (187,214) (263,742) Recoveries 36,983 115,796 152,779 ---------- --------- ---------- Balance at December 31, 1996 4,563,594 212,159 4,775,753 Provision for losses 90,000 15,000 105,000 Charges against the allowance (94,779) (12,648) (107,427) Recoveries 7,660 116,574 124,234 ---------- --------- ---------- Balance at March 31, 1997 $4,566,475 $ 331,085 $4,897,560 ========== ========= ========== The Corporation continues to demonstrate strong credit quality. The Corporation's ratio of nonperforming assets to total assets was 0.14 percent and 0.24 percent at March 31, 1997, and December 31, 1996, respectively, all well below the industry average. In addition, at March 31, 1997, the Corporation's allowances for loan and real estate losses represent 430 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. ASSET/LIABILITY MANAGEMENT The operating results of the Corporation are dependent, to a large extent, upon its net interest income, which is the difference between its interest income from interest-earning assets, such as loans, mortgage-backed securities and investment securities, and interest expense on interest-bearing liabilities, such as deposits and FHLB advances. 12 The Corporation's current asset/liability management objective is to provide an acceptable balance between interest rate risk, credit risk, and maintenance of yield. The principal operating strategy of the Corporation is to manage the repricing of its interest-sensitive assets and liabilities to reduce the sensitivity of the Corporation's earnings to changes in interest rates. The Corporation generally implements this strategy by: (i) originating and retaining or purchasing adjustable-rate mortgages; (ii) originating construction and consumer loans which typically have shorter terms to maturity or repricing than long-term, fixed-rate residential mortgages; (iii) maintaining liquidity levels adequate to allow flexibility in reacting to the interest rate environment; and (iv) selling upon origination certain long-term, fixed-rate, residential mortgages in the secondary mortgage market. One indicator used to measure interest rate risk is a certain time period gap which represents the difference between interest-earning assets which mature or reprice within a certain time period and interest-bearing liabilities which mature or reprice within the same time period. The Corporation's one-year gap, one-to-three-year gap, and three-to-five-year gap was a negative 9.3 percent, negative 5.6 percent, and negative 1.9 percent, respectively at December 31, 1996. The Corporation's gap positions remained relatively unchanged as of March 31, 1997. LIQUIDITY AND CAPITAL RESOURCES Total assets rose to $834.3 million at March 31, 1997, a slight increase of $4.5 million from $829.8 million at December 31, 1996. The Corporation anticipates it will have sufficient funds available to meet current commitments either through operations, deposit growth, or borrowings from the FHLB. At March 31, 1997, the Corporation had total outstanding mortgage loan commitments of $20.8 million of which $16.6 million were for adjustable- rate loans and $4.2 million were for fixed-rate loans. The interest rate on fixed-rate loans generally is not determined until the approximate closing date. Loans in process at quarter-end March 1997 totaled $15.7 million and primarily represented undrawn funds on adjustable- and fixed-rate construction loans of $15.1 million and $579,000, respectively. In addition at year end, there were $1.4 million of commitments to make consumer and commercial business loans. The Corporation also had commitments to extend adjustable-rate home equity lines of credit in the amount of $33.5 million at March 31, 1997. There were additionally $2.3 million of loans in process or undrawn lines of credit on installment and commercial business loans as of March 31, 1997. The Corporation had no firm commitments to purchase mortgage loans and had commitments to sell $1.6 million of fixed-rate, residential mortgage loans at March 31, 1997. One- to four-family residential, fixed-rate mortgage loans totaling $747,000 with a weighted average interest rate of 8.4 percent were held for sale at March 31, 1997. Lending - ------- Loans receivable increased $10.7 million, or 1.5 percent, to $728.4 million at March 31, 1997, from $717.7 million at December 31, 1996, and increased $94.2 million, or 14.8 percent from $634.2 million at March 31, 1996. 13 The Corporation originated $36.3 million of loans during the first quarter of 1997, a slight decrease from $37.5 million during the comparable period of 1996. Loan demand remains strong in the Corporation's local market. As market rates edged upward during first quarter 1997, customers sought to secure mortgage loans with favorable interest rates. The Corporation received principal repayments on loans of $24.6 million during the three months ended March 31, 1997, compared to $24.5 million during the first quarter of 1996. The following schedule sets forth the Corporation's loan originations for the three months ended March 31, 1997 and 1996. Three Months Ended March 31, 1997 1996 -------- --------- (in thousands) Fixed-rate: One- to four-family residential $ 6,782 $11,534 Income-producing - 758 FHA-insured and VA-partially guaranteed 116 65 Construction and development: One- to four-family residential 1,209 1,609 Commercial 130 10 Consumer 3,586 3,414 ------- ------- 11,823 17,390 Adjustable-rate: One- to four-family residential 8,375 7,385 Construction and development: One- to four-family residential 10,032 6,938 Income-producing 467 600 Commercial 615 1,020 Consumer 4,970 4,152 ------- ------- 24,459 20,095 ------- ------- Total originations $36,282 $37,485 ======= ======= During the quarters ended March 31, 1997 and 1996, the Corporation sold primarily fixed-rate loans aggregating $5.6 million and $9.2 million, respectively. The level of loan sales is partially a function of the interest rate environment. In the first quarter of 1996, the spread between fixed and adjustable mortgage rates narrowed and there was a proportionately higher concentration of fixed-rate mortgage loan applications and subsequent closings. Consequently, there were a higher level of sales in 1996. When the spread between fixed and adjustable mortgage interest rates was relatively wide in the first quarter of 1997, mortgage loan originations reflected customer preferences in the Corporation's market area for adjustable-rate loans which are retained in the Corporation's portfolio. 14 During the three months ended March 31, 1997, the Corporation purchased from an unaffiliated financial institution $5.0 million of one- to four-family residential, fixed- and adjustable-rate, medium-term mortgage loans compared to purchases of $20.2 million during the three months ended March 31, 1996. The Corporation purchases residential loans to supplement and complement its own mortgage loan production; purchases are also dependent upon product availability and the Corporation's liquidity position. Investment and Mortgage-Backed Securities - ----------------------------------------- At December 31, 1996, investment and mortgage-backed securities available for sale included unrealized net gains of $325,000 reported net of $110,000 of federal income tax expense as a separate component of stockholders' equity. Throughout the first quarter of 1997, market interest rates generally climbed which unfavorably impacted the market value of the principally fixed-rate investment and mortgage-backed securities available for sale. At March 31, 1997, investment and mortgage-backed securities available for sale included unrealized net losses of $27,000 reported net of $9,000 of federal income tax benefit as a separate component of stockholders' equity. The Corporation had no investment or mortgage-backed securities classified as held-to-maturity or trading securities as of March 31, 1997. Included in the composition of the Corporation's earning assets at March 31, 1997, were $25.7 million of mortgage-backed securities, a 5.8 percent decline from the $27.2 million held at December 31, 1996. The Corporation did not purchase or sell any mortgage-backed securities during the three months ended March 31, 1997 or 1996. The approximate fair value of the mortgage-backed securities portfolio was $25.7 million at March 31, 1997, with gross unrealized gains and losses of $349,000 and $239,000, respectively. At March 31, 1997, the level of the Corporation's investment securities portfolio declined to $30.9 million from $31.1 million at December 31, 1996. During the first quarter of 1997, $10.0 million of U.S. Treasury securities were sold at gross gains of $20,000. The proceeds from the sales were reinvested in $10.0 million of U.S. Treasury securities with slightly longer maturities. There were no sales of investment securities during the first quarter of 1996. The approximate fair value of the Corporation's investment securities was $30.9 million at March 31, 1997, with gross unrealized gains and losses of $6,000 and $143,000, respectively. Deposits - -------- Total deposits grew $6.0 million from $553.6 million at December 31, 1996, to $559.6 million at March 31, 1997. The increase resulted from transaction and savings account growth of $2.6 million and $4.8 million, respectively, partially offset by $1.4 million of net certificate of deposit withdrawals. During 1995, the Corporation introduced Really Free Checking and five other highly competitive checking account programs. To support these checking account programs, the Corporation conducts comprehensive marketing campaigns. The continued promotion of Really Free Checking has resulted in an expansion of the Corporation's deposit base through attracting new customers and cross-selling other Bank products to existing customers. 15 Borrowings - ---------- Since mid-1993, borrowings from the FHLB have been an integral component of the Corporation's funding strategy. Borrowings replace maturing certificates of deposit and other deposit withdrawals, fund asset growth, and are used to manage interest rate risk. FHLB advances grew from $77.8 million at December 31, 1993, to $202.6 million at December 31, 1996, and declined to $196.5 million at March 31, 1997. Of the outstanding FHLB advances at March 31, 1997, $149.6 million carried a weighted average fixed-rate of 6.08 percent. Adjustable-rate advances at March 31, 1997, totaled $46.9 million, all of which reprice based upon three- month LIBOR. Net deposit inflows during the first quarter of 1997 generated liquidity in excess of the levels needed to meet operating requirements, including funding loan originations. As a result, the Corporation repaid $6.1 million of borrowings. Capital - ------- Total stockholders' equity was $63.6 million at March 31, 1997, a $1.1 million increase, compared to the 1996 year-end total of $62.5 million. Book value per share correspondingly increased to $13.55 at March 31, 1997, from $13.27 per share at December 31, 1996. The increases were primarily the result of net income for the first quarter of 1997 offset in part by dividend declarations and downward market adjustments on available-for-sale securities. Principally as the result of the increase in total stockholders' equity during the first quarter, the ratio of stockholders' equity to assets increased to 7.6 percent at March 31, 1997, from 7.5 percent at December 31, 1996. 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 7.4 percent, 7.4 percent, and 13.2 percent at March 31, 1997, respectively. The Corporation's Board of Directors declared a cash dividend of $0.15 per share in the first quarter of 1997, an increase of 50.0 percent over the $0.10 per share dividend declared in the first quarter of 1996. 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 June 1996, the Corporation's Board of Directors approved a stock repurchase program pursuant to which the Corporation may repurchase up to 5 percent or 246,400 shares of CFSB Bancorp, Inc. common stock. Through the March 31, 1997, the Corporation repurchased 237,420 shares of CFSB Bancorp, Inc. common stock on the open market for $4.4 million, or an average purchase price of $18.46 per share. The program has a one-year term. 16 ACCOUNTING STANDARDS In February 1997, the FASB issued Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128). The statement specifies the computation, presentation, and disclosure requirements for earnings per share (EPS) for entities with publicly held common stock. SFAS 128 was issued to simplify the computation of EPS and to make the U.S. standard more compatible with the EPS standards of other countries and that of the International Accounting Standards Committee. It replaces Primary EPS and Fully Diluted EPS with Basic EPS and Diluted EPS, respectively. It also requires dual presentation of Basic EPS and Diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the Basic EPS computation to the numerator and denominator of the Diluted EPS computation. The Corporation currently reports Primary EPS and Fully Diluted EPS. SFAS 128 is effective for financial statements for both interim and annual periods ended after December 15, 1997. Earlier application is not permitted. The impact of implementation is not quantified; however, the Corporation expects upon adoption, Basic EPS will be slightly higher than Primary EPS and Diluted EPS will be approximately the same as Fully Diluted EPS. In June 1996, the FASB issued Statement of Financial Accounting Standards No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS 125). This statement is based upon a financial-components approach that focuses on control to determine the accounting for transfers of assets. Sales and transfers of assets often divide financial assets and liabilities into components, some of which are retained and some which are not. After transfer, an entity recognizes on its balance sheet the financial and servicing assets it controls and the liabilities it has incurred, and removes the assets when control has been surrendered, and derecognizes liabilities when the obligations have been satisfied. Examples of transactions covered by this standard include, but are not limited to, asset securitizations, repurchase agreements, wash sales, loan participations, transfers of loans with recourse, and servicing of loans. This statement requires liabilities and derivatives incurred or obtained by transferors as part of a transfer of financial assets be initially measured at fair value, if practicable. SFAS 125 is effective for transactions occurring after December 31, 1996. This standard does not have a material impact on the Corporation's financial condition or results of operation. SUBSEQUENT EVENT On April 15, 1997, the Corporation's Board of Directors authorized a stock repurchase program pursuant to which the registrant may repurchase up to 235,000 shares of the registrant's common stock, which represents approximately 5 percent of registrant's outstanding common stock. The timing of the repurchases and the exact number of shares to be repurchased will be dependent on future market conditions. The Board of Directors approved a similar repurchase program in June 1996. This program was completed in April 1997 with 246,400 shares of common stock purchased on the open market at an average price of $18.58 per share, an aggregate of $4.6 million. 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 None 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: May 15, 1997 By: /s/ Robert H. Becker By: /s/ Holly L. Schreiber ------------------------- ---------------------------- Robert H. Becker Holly L. Schreiber President and Vice President and Treasurer Chief Executive Officer (Principal Financial and (Duly Authorized Officer) Accounting Officer) By: /s/ John W. Abbott ------------------------- John W. Abbott Executive Vice President, Chief Operating Officer, and Secretary 19