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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to __________.
Commission file number: 0-24611
CFS Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 35-2042093
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
707 Ridge Road, Munster, Indiana 46321
(Address of principal executive offices)
(219) 836-5500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b of the Exchange Act).
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The Registrant had 12,196,347 shares of Common Stock issued and outstanding as
of April 30, 2003.
CFS BANCORP, INC.
INDEX
Page No.
--------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition at
March 31, 2003 and (Audited) December 31, 2002 3
Consolidated Statements of Income for the Three Months
Ended March 31, 2003 and 2002 4
Consolidated Statements of Changes in Stockholders' Equity
for the Three Months Ended March 31, 2003 5
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2003 and 2002 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 19
PART II OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Changes in Securities and Use of Proceeds 20
Item 3. Defaults upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
2
CFS BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)
March 31, 2003 December 31, 2002
-------------- -----------------
(Unaudited)
ASSETS
Cash and amounts due from depository institutions $ 14,272 $ 30,312
Interest-bearing deposits 114,104 105,479
Federal funds sold 86,585 74,350
----------- -----------
Cash and cash equivalents 214,961 210,141
Investment securities available-for-sale 66,492 39,064
Mortgage-backed securities available-for-sale 260,493 296,638
Mortgage-backed securities held-to-maturity
(fair value 2003 - $21,156; 2002 - $21,977) 20,577 21,402
Loans receivable, net 947,321 930,348
Investment in Federal Home Loan Bank stock, at cost 25,780 25,780
Office properties and equipment 13,494 13,835
Accrued interest receivable 6,899 6,597
Real estate owned 204 893
Investment in Bank-owned life insurance 31,371 31,009
Prepaid expenses and other assets 9,235 9,055
----------- -----------
Total assets $ 1,596,827 $ 1,584,762
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 968,284 $ 954,222
Borrowed money 449,401 449,431
6,547
Advance payments by borrowers for taxes and insurance 6,547 4,410
Other liabilities 17,505 16,037
----------- -----------
Total liabilities 1,441,737 1,424,100
----------- -----------
Stockholders' Equity:
Preferred stock, $.01 par value:
Authorized shares - 15,000,000
Issued and outstanding shares - 0
at March 31, 2003 and December 31, 2002 -- --
Common stock, $.01 par value:
Authorized shares - 85,000,000
Issued shares - 23,423,306
at March 31, 2003 and December 31, 2002
Outstanding shares - 12,267,197 and 12,674,597
at March 31, 2003 and December 31, 2002, respectively 234 234
Additional paid-in capital 189,699 189,786
Retained earnings, substantially restricted 107,058 107,598
Treasury stock, at cost: 11,156,109 and 10,748,709 shares
at March 31, 2003, and December 31, 2002, respectively (131,508) (125,650)
Unearned common stock acquired by ESOP (8,356) (8,356)
Unearned common stock acquired by RRP (2,827) (2,827)
Accumulated other comprehensive income (loss), net of tax 790 (123)
----------- -----------
Total stockholders' equity 155,090 160,662
----------- -----------
Total liabilities and stockholders' equity $ 1,596,827 $ 1,584,762
=========== ===========
See accompanying notes
3
CFS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended March 31,
---------------------------
2003 2002
----------- -----------
Interest income:
Loans $ 15,240 $ 15,588
Mortgage-backed securities 2,047 4,666
Other investment securities 469 333
Other 847 1,391
----------- -----------
Total interest income 18,603 21,978
Interest expense:
Deposits 5,225 7,215
Borrowings 6,600 6,798
----------- -----------
Total interest expense 11,825 14,013
----------- -----------
Net interest income before
provision for losses on loans 6,778 7,965
Provision for losses on loans 478 200
----------- -----------
Net interest income after
provision for losses on loans 6,300 7,765
Non-interest income:
Loan fees 361 405
Fees on deposit accounts 1,117 538
Insurance commissions -- 288
Investment commissions 126 262
Net gain on sale of investment securities -- 247
Income from Bank-owned life insurance 362 348
Other income 284 158
----------- -----------
Total non-interest income 2,250 2,246
Non-interest expense:
Compensation and employee benefits 4,439 4,996
Net occupancy expense 622 595
Furniture and equipment expense 477 462
Data processing 429 352
Federal insurance premiums 42 44
Marketing 199 158
Other general and administrative expenses 1,375 1,179
----------- -----------
Total non-interest expense 7,583 7,786
----------- -----------
Income before income taxes 967 2,225
Income tax expense 313 661
----------- -----------
Net income $ 654 $ 1,564
=========== ===========
Per share data:
Basic earnings per share $ 0.06 $ 0.13
Diluted earnings per share 0.06 0.12
Cash dividends declared per share 0.11 0.10
Weighted average shares outstanding 11,348,576 12,175,537
Weighted average diluted shares outstanding 11,815,045 12,670,862
See accompanying notes
4
CFS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)
Unearned Unearned Accumulated
Common Common Other
Additional Stock Stock Comprehensive
Common Paid-In Retained Treasury Acquired Acquired Income
Stock Capital Earnings Stock by ESOP by RRP (Loss) Total
------ ---------- -------- ------- -------- -------- ------------- --------
Balance January 1, 2003 $234 $189,786 $107,598 $(125,650) $(8,356) $(2,827) $(123) $160,662
Net income -- -- 654 -- -- -- -- 654
Other comprehensive income, net of tax:
Change in unrealized appreciation on
available-for-sale securities, net of
reclassification adjustment 913 913
--------
Total comprehensive income 1,567
Purchase of treasury stock -- -- -- (6,417) -- -- -- (6,417)
Exercise of stock options -- (113) -- 559 -- -- -- 446
Tax benefit related to stock options
exercised -- 26 -- -- -- -- -- 26
Dividends declared on common stock -- -- (1,194) -- -- -- -- (1,194)
---- -------- -------- --------- ------- ------- ---- --------
Balance March 31, 2003 $234 $189,699 $107,058 $(131,508) $(8,356) $(2,827) $790 $155,090
==== ======== ======== ========= ======= ======= ==== ========
See accompanying notes
5
CFS BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
------------------------
2003 2002
--------- ---------
Operating activities:
Net income $ 654 $ 1,564
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for losses on loans 478 200
Depreciation expense 443 471
Tax benefit from exercise of stock options 26 --
Deferred income taxes (benefit) (642) 813
Change in deferred income 134 349
Increase in interest receivable (302) (634)
Decrease in accrued interest payable (48) (98)
Proceeds from sale of loans held-for-sale 3,571 4,133
Origination of loans held-for-sale (4,329) (2,889)
Net gain on sale of available-for-sale securities -- (247)
Decrease in prepaid expenses and other assets 2,320 843
Increase (decrease) in other liabilities 1,359 (2,176)
--------- ---------
Net cash provided by operating activities 3,664 2,329
--------- ---------
Investing activities:
Available for sale investment securities:
Purchases (66,975) (110,115)
Repayments 39,900 108,442
Sales -- 834
Available for sale mortgage-related securities:
Purchases (51,580) (41,861)
Repayments 86,265 36,229
Held to maturity mortgage-related securities:
Repayments 807 4,298
Purchase of Federal Home Loan Bank stock -- (10)
Redemption of FHLB stock -- 10
Loan originations and principal payments on loans - net (16,963) (213)
Additional costs on real estate owned -- (54)
Proceeds from sale of real estate owned 825 350
Purchases of property and equipment (138) (542)
Disposal of property and equipment 36 279
--------- ---------
Net cash used in investing activities (7,823) (2,353)
--------- ---------
Financing activities:
Proceeds from exercise of stock options 446 280
Dividends paid on common stock (1,267) (1,050)
Purchase of treasury stock (6,417) (3,410)
Net increase in passbook and money market accounts 34,348 33,120
Net decrease in certificates of deposit (20,238) (49,120)
Net increase in advance payments by borrowers for
taxes and insurance 2,137 1,236
Net decrease in borrowed funds (30) (28)
--------- ---------
Net cash flows used by financing activities 8,979 (18,972)
--------- ---------
Increase (decrease) in cash and cash equivalents 4,820 (18,996)
Cash and cash equivalents at beginning of period 210,141 272,067
--------- ---------
Cash and cash equivalents at end of period $ 214,961 $ 253,071
========= =========
6
CFS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF FINANCIAL STATEMENTS PRESENTATION
The accompanying consolidated financial statements were prepared in accordance
with instructions to Form 10-Q and therefore do not include all the information
or footnotes necessary for a complete presentation of financial position,
results of operations and cash flows in conformity with generally accepted
accounting principles. However, all normal recurring adjustments which, in the
opinion of management, are necessary for a fair presentation of financial
statements have been included. These financial statements should be read in
conjunction with the audited financial statements and the notes thereto for the
period ended December 31, 2002 contained in the CFS Bancorp, Inc. (the
"Company") annual report to the stockholders. The results for the three months
ended March 31, 2003 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2003.
2. STOCK BASED COMPENSATION
The Company accounts for its stock options in accordance with Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued by Employees (APB
No. 25). Under APB No. 25, as the exercise price of the Company's employees'
stock options equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized. Compensation expense for shares
granted under the Recognition and Retention Plan ("RRP") is ratably recognized
over the period of service, usually the vesting period, based on the fair value
of the stock on the date of grant.
Pursuant to Financial Accounting Standards Board (FASB) Statement No. 123,
Accounting for Stock-Based Compensation (FAS No. 123), pro forma net income and
pro forma earnings per share are presented in the following table as if the fair
value method of accounting for stock-based compensation plans had been utilized.
Three Months Ended
March 31,
--------------------
2003 2002
-------- -------
Net Income (as reported) $654 $1,564
Pro forma net income 461 1,375
Diluted earnings per share (as reported) .06 .12
Pro forma diluted earnings per share .04 .11
The fair value of the option grants for the three months ended March 31, 2003
and 2002 was estimated using the Black Scholes option value model, with the
following assumptions: dividend yield 3.1% in 2003 and 2.9% in 2002, expected
volatility of 30.2% in both 2003 and 2002, risk free interest of 3.9% in 2003
and 5.1%, and an original expected life of ten years for all options granted.
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. Option valuation models such as the Black-Scholes require the
input of highly subjective assumptions including the expected stock price
volatility. The Company's stock options have characteristics significantly
different from traded options and, inasmuch as changes in the subjective input
assumptions can materially affect the fair value estimate, in Management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
7
3. LOAN PORTFOLIO
The Company's loan portfolio consisted of the following at the dates indicated:
March 31, 2003 December 31, 2002
------------------------ --------------------------
(Dollars in thousands)
Mortgage loans: Amount Percent Amount Percent
-------- ---------- -------- ----------
Single-family residential $363,441 38.00% $386,050 41.11%
Multi-family residential 74,708 7.81 71,170 7.58
Commercial real estate 303,010 31.68 271,426 28.91
Construction and land
development:
Single-family residential 13,872 1.45 12,118 1.29
Multi-family residential 63,786 6.67 63,893 6.80
Commercial and land development 91,937 9.61 88,951 9.47
Home equity 49,325 5.16 45,106 4.81
-------- ------ --------- ------
Total mortgage loans 960,079 100.38 938,714 99.97
Other loans:
Commercial 42,138 4.41 40,034 4.26
Consumer 2,704 .28 2,610 .28
Undisbursed portion of
loan proceeds (45,658) (4.78) (39,704) (4.23)
Deferred loan fees (2,788) (.29) (2,632) (.28)
-------- ------ --------- ------
Total loans receivable 956,475 100.00% 939,022 100.00%
-------- ------ --------- ------
Less:
Allowance for losses on loans 9,154 8,674
---------- --------
Loans receivable, net $947,321 $930,348
========== ========
8
4. INVESTMENT SECURITIES
Amortized cost of investment securities and their fair values were as follows
(in thousands):
Available-for-sale at March 31, 2003: Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
Callable agency securities, corporate bonds
and commercial paper $55,894 $310 $ -- $56,204
Trust preferred securities 4,932 -- 632 4,300
Equity securities 6,380 64 456 5,988
------- ---- ------ -------
$67,206 $374 $1,088 $66,492
======= ==== ====== =======
Available-for-sale at December 31, 2002: Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
Callable agency securities, corporate bonds
and commercial paper $30,767 $320 $ -- $31,087
Trust preferred securities 4,931 -- 531 4,400
Equity securities 4,400 83 906 3,577
------- ---- ------ -------
$40,098 $403 $1,437 $39,064
======= ==== ====== =======
9
5. MORTGAGE-BACKED SECURITIES
The amortized cost of mortgage-backed securities and their fair values are as
follows (in thousands):
Available-for-sale at March 31, 2003:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
Participation certificates $ 80,524 $1,467 $ 65 $ 81,926
Real estate mortgage investment conduits
and collateralized mortgage obligations 178,091 747 271 178,567
-------- ------ ----- --------
$258,615 $2,214 $ 336 $260,493
======== ====== ===== ========
Available-for-sale at December 31, 2002:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
Participation certificates $ 64,084 $ 820 $136 $ 64,768
Real estate mortgage investment conduits
and collateralized mortgage obligations 231,752 862 744 231,870
-------- ------ ---- --------
$295,836 $1,682 $880 $296,638
======== ====== ==== ========
Held-to-maturity at March 31, 2003:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
Participation certificates $19,846 $543 $ 7 $20,382
Real estate mortgage investment conduits
and collateralized mortgage obligations 731 43 -- 774
------- ---- --- -------
$20,577 $586 $ 7 $21,156
======= ==== === =======
Held-to-maturity at December 31, 2002:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
Participation certificates $20,651 $ $520 $ 10 $21,161
Real estate mortgage investment conduits
and collateralized mortgage obligations 751 65 -- 816
------- ------ ----- -------
$21,402 $ 585 $ 10 $21,977
======= ====== ===== =======
10
6. DEPOSITS
The following table sets forth the dollar amount of deposits and the percentage
of total deposits in various types of deposits offered by the Bank at the dates
indicated.
March 31, 2003 December 31, 2002
-------------- -----------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in thousands)
Checking accounts:
Noninterest-bearing $33,561 3.47% $31,318 3.28%
Interest-bearing 90,588 9.36 90,905 9.53
Money market accounts 151,859 15.69 121,693 12.76
Saving accounts 214,626 22.17 212,370 22.26
Certificates of deposit:
$100,000 or less 372,308 38.46 380,493 39.90
Over $100,000 105,029 10.85 117,082 12.27
-------- ------ -------- ------
Deposits 967,971 100.00% 953,861 100.00%
Accrued interest 313 361
-------- --------
Total $968,284 $954,222
======== ========
7. RECENT ACCOUNTING PRONOUNCEMENTS
Financial Accounting Standards Board Interpretation (FIN) No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others - an Interpretation of FASB Statements No.
5, 57 and 107 and Rescission of FASB Interpretation No. 34." elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement provisions of FIN
45 are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements of FIN 45 are effective for
financial statements of interim and annual periods ending after December 15,
2002, as were adopted in financial statements for the year ended December 31,
2002. Implementation of the remaining provisions of FIN 45 during the first
quarter of 2003 did not have a material impact on its financial position or
results of operation.
11
8. EARNINGS PER SHARE
Set forth below is information with respect to calculation of basic and diluted
earnings per share for the periods indicated.
Three Months Ended
------------------
March 31, 2003 March 31, 2002
-------------- --------------
(Dollars in thousands,
except per share data)
Net income $ 654 $ 1,564
Weighted average number of common shares outstanding 12,417,248 13,550,226
Average ESOP shares not committed to be released (820,672) (942,039)
Average RRP shares not vested (248,000) (432,650)
------------ ------------
Weighted average number of shares outstanding for
basic earnings per share computation purposes 11,348,576 12,175,537
Dilutive effects of employee stock options 466,469 495,325
------------ ------------
Weighted average shares and common share equivalents
outstanding for diluted earnings per share purposes 11,815,045 12,670,862
============ ============
Basic earnings per share $ 0.06 $ 0.13
Diluted earnings per share 0.06 0.12
9. COMPREHENSIVE INCOME
Comprehensive income is the total of reported net income and all other revenues,
expenses, gains and losses that under generally accepted accounting principles
are not includable in reported net income but are reflected in stockholders'
equity.
The following table presents the Company's comprehensive income:
Three Months Ended
------------------
March 31, 2003 March 31, 2002
-------------- --------------
(Dollars in thousands)
Net income $ 654 $ 1,564
Net change in unrealized gain (loss) on
securities available-for-sale, net 913 (1,230)
------- -------
Comprehensive income $ 1,567 $ 334
======= =======
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, and may be identified by
the use of such words as "believe," "expect," "anticipate," "should," "planned,"
"estimated" and "potential." Examples of forward-looking statements include, but
are not limited to, estimates with respect to the financial condition, results
of operations and business of the Company that are subject to various factors
which could cause actual results to differ materially from these estimates.
These factors include, but are not limited to, general economic conditions,
changes in interest rates, deposit flows, loan demand, real estate values, and
competition; changes in accounting principles, policies, or guidelines; changes
in legislation or regulation; and other economic, competitive, governmental,
regulatory, and technological factors affecting the Company's operations,
pricing, products and services.
CHANGES IN FINANCIAL CONDITION
Total assets were $1.6 billion at both March 31, 2003 and December 31, 2002
while total liabilities were $1.4 billion at both dates. Stockholders' equity
was $155.1 million at March 31, 2003 compared to $160.7 million at December 31,
2002.
Cash and cash equivalents increased to $215.0 million at March 31, 2003 from
$210.1 million at December 31, 2002.
Investment securities available-for-sale were $66.5 million at March 31, 2003
compared to $39.1 million at December 31, 2002. Mortgage-backed securities
available-for-sale were $260.5 million at March 31, 2003 compared to $296.6
million at December 31, 2002, while mortgage-backed securities held-to-maturity
were $20.6 million at March 31, 2003 compared to $21.4 million at December 31,
2002.
Loans receivable were $947.3 million at March 31, 2003 compared to $930.3
million at December 31, 2002. While loans receivable increased only $17.0
million or 1.8 percent, the Company continued its strategy of changing the
composition of its loan portfolio by reducing the percentage of single-family
residential loans and increasing the balances of commercial, commercial real
estate and multi-family residential loans.
Deposits were $968.3 million at March 31, 2003 compared to $954.2 million at
December 31, 2002. The increase of $14.1 million primarily was the result of a
$30.2 million increase in money market accounts partially offset by a $20.2
million decrease in certificates of deposit.
Borrowed money was $449.4 million at both March 31, 2003 and December 31, 2002.
Stockholders' equity was $155.1 million at March 31, 2003 compared to $160.7
million at December 31, 2002. This $5.6 million reduction was the result
primarily of a $5.9 million increase in treasury stock due the repurchase by the
Company of 455,200 shares of its common stock and the $913,000 increase in
accumulated other comprehensive income during the first quarter of 2003 due to
the increase in unrealized gains on securities available-for-sale.
13
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
The following table sets forth, for the periods indicated, information regarding
(i) the total dollar amount of interest income of the Company from
interest-earning assets and the resultant average yields; (ii) the total dollar
amount of interest expense on interest-bearing liabilities and the resultant
average rate; (iii) net interest income; (iv) interest rate spread; and (v) net
interest margin. Information is based on average daily balances.
Three Months Ended March 31,
--------------------------------------------------------------------------------
2003 2003
---------------------------------------- -------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
----------- ------------ ---------- ----------- ---------- ------------
(Dollars in thousands)
Interest - earning assets:
Loans Receivable (1)
Real estate loans $ 904,375 $ 14,693 6.50% $ 862,877 $ 15,194 7.04%
Other loans 40,259 547 5.43 27,341 394 5.76
---------- --------- ---------- ----------
Total loans 944,634 15,240 6.45 890,218 15,588 7.00
Securities 366,331 2,516 2.75 359,433 4,999 5.56
Other interest-earning assets (2) 206,977 847 1.64 265,347 1,391 2.10
---------- --------- ---------- ----------
Total interest-earning assets 1,517,942 18,603 4.90 1,514,998 21,978 5.80
Non-interest earning assets 77,736 89,748
---------- ----------
Total assets $1,595,678 $1,604,746
========== ===========
Interest-bearing liabilities:
Deposits:
Checking and money market accounts $ 224,276 695 1.24 $ 178,217 675 1.52
Passbook accounts 213,439 511 0.96 210,898 775 1.47
Certificates of deposit 487,415 4,019 3.30 518,904 5,765 4.44
---------- --------- ---------- ----------
Total deposits 925,130 5,225 2.26 908,019 7,215 3.18
Total borrowings 449,406 6,600 5.87 462,635 6,789 5.88
---------- --------- ---------- ----------
Total interest-bearing liabilities 1,374,536 11,825 3.44 1,370,654 14,013 4.09
Non-interest bearing liabilities (3) 63,524 63,343
---------- ----------
Total liabilities 1,438,060 1,433,997
Net worth 157,618 170,749
---------- ----------
Total liabilities and retained income $1,595,678 $1,604,746
========== ==========
Net interest-earning assets $ 143,406 $ 144,344
========== ==========
Net interest income/interest rate spread $ 6,778 1.46% $ 7,965 1.71%
========= ====== ========== ======
Net interest margin 1.79% 2.10%
====== ======
Ratio of average interest-earning assets to
average interest-bearing liabilities 110.43% 110.53%
====== ======
(1) The average balance of loans receivable includes non-performing loans,
interest on which is recognized on a cash basis.
(2) Includes money market accounts, federal funds sold and interest-earning bank
deposits.
(3) Consists primarily of demand deposit accounts.
14
RATE /VOLUME ANALYSIS
The following table sets forth the effects of changing rates and volumes on net
interest income of the Company. Information is provided with respect to (i)
effects on interest income attributable to changes in volume (changes in volume
multiplied by prior rate); (ii) effects on interest income attributable to
changes in rate (changes in rate multiplied by prior volume); and (iii) changes
in rate/volume (changes in rate multiplied by changes in volume).
Three Months Ended March 31, 2003
compared to Three Months Ended March 31, 2002
------------------------------------------------------
(Dollars in thousands)
Increase (decrease) due to
------------------------------------------------------
Total Net
Rate/ Increase
Rate Volume Volume (Decrease)
------------------------------------------------------
Interest-earning assets:
Loans receivable:
Real estate loans $(1,175) $731 $(57) $(501)
Other loans (23) 186 (10) 153
------- ------ ----- -------
(1,198) 917 (67) (348)
Securities (2,530) 96 (49) (2,483)
Other interest-earning assets (305) (306) 67 (544)
------- ------ ----- -------
Total net change in income on
interest-earning assets (4,033) 707 (49) (3,375)
Interest-bearing liabilities:
Deposits:
Checking and money markets accounts (123) 175 (32) 20
Passbook accounts (270) 9 (3) (264)
Certificates of deposit (1,486) (350) 90 (1,746)
------- ------ ----- -------
Total deposits (1,879) (166) 55 (1,990)
Borrowings (4) (194) -- (198)
------- ------ ----- -------
Total net change in expense on
interest-bearing liabilities (1,883) (360) 55 (2,188)
------- ------ ----- -------
Net change in net interest income $(2,150) $1,067 $(104) $(1,187)
======= ====== ===== =======
15
RESULTS OF OPERATIONS
The Company reported net income of $654,000 or $0.06 per diluted share for the
three months ended March 31, 2003 compared to $1.6 million or $0.12 per diluted
share for the three months ended March 31, 2002.
Net interest income for the first quarter of 2003 was $6.8 million compared to
$8.0 million for the same period in 2002. The decrease in net interest income
primarily reflects the compression of interest rate spreads (from 1.71 percent
to 1.46 percent) and net interest margin (from 2.10 percent to 1.79 percent)
when comparing the first quarter of 2003 and the first quarter of 2002 due
primarily to declines in the weighted average yields on interest-earning assets.
Also contributing to the decrease in net interest income, when comparing the
first quarter of 2003 to the first quarter of 2002, was the acceleration of
prepayments of mortgage loans underlying mortgage-backed securities. Many of
these securities were purchased at a premium to par. These premiums are
amortized against income based on an assumed level yield. As prepayments and
repayments of the underlying mortgages accelerated, the rate of amortization of
these premiums was accelerated, resulting in approximately $550,000 of
additional premiums being amortized against income over and above scheduled
amounts during the first quarter of 2003.
The Company's interest income was $18.6 million and $22.0 million for the three
months ended March 31, 2003 and 2002, respectively. The average balances of both
loans receivable and securities increased while the average balance of other
interest-earning assets decreased when comparing the first quarter of 2003 to
the first quarter of 2002. Increased interest income resulting from the
increases in average balances was more than offset by the reduction in average
yields on all interest-earning categories in the first quarter of 2003 when
compared to the first quarter of 2002.
Interest expense was $11.8 million and $14.0 million for the three months ended
March 31, 2003 and 2002, respectively. Average balances of checking and savings
accounts increased during the three months ended March 31, 2003 compared to the
three months ended March 31, 2002, while the average balances of certificates of
deposit and borrowings decreased when comparing these same periods. The
resultant net increase in average balances was more than offset by the reduction
in average costs paid on all interest-bearing liabilities during the first
quarter of 2003 when compared to the first quarter of 2002.
The Company's provision for loan losses for the three months ended March 31,
2003 was $478,000 compared to $200,000 for the same period in 2002. The Company
establishes provisions for losses on loans, which are charged to operations, in
order to maintain the allowances for losses on loans at a level which is deemed
appropriate to absorb losses inherent in the portfolio. The Company has
increased its emphasis in recent years on construction and land development
loans, multi-family residential real estate loans, commercial loans, and
commercial real estate loans, all of which are generally deemed to involve more
risk of loss than single-family residential real estate loans. As a result the
Company continued to increase its allowance for losses on loans as a percentage
of total loans. Included in the 2003 provision is $28,000 relating to overdrafts
of deposit products from a new program which began in the third quarter of 2002.
Non-performing loans increased by $1.5 million when comparing March 31, 2003 to
December 31, 2002. This increase was primarily the result of the commercial
loans of one borrower for $994,000 becoming more than 90 days delinquent as the
borrower awaited receipt of insurance proceeds as a result of a fire loss. These
proceeds were received in April 2003, and the loans were repaid in full.
16
The following table sets forth information with respect to non-performing assets
at the dates indicated:
March 31, 2003 December 31, 2002
-------------- -----------------
(Dollars in thousands)
Non-accrual loans:
Mortgage loans:
Construction and land development $ 146 $ 1,323
Single-family residential 6,954 7,294
Multi-family residential 290 36
Non-residential 5,873 5,621
Home equity 568 324
Other loans:
Commercial 2,005 692
Consumer 23 35
-- --
Total non-performing loans 16,859 15,325
Real estate owned 204 893
------- -------
Total non-performing assets $17,063 $16,218
======= =======
Non-performing assets to total assets 1.07% 1.02%
Non-performing loans to total loans 1.76 1.56
The following table is a summary of changes in the allowance for loan losses for
the three months ended March 31, 2003 and the year ended December 31, 2002:
Three Months Ended Year Ended
March 31, 2003 December 31, 2002
------------------ -----------------
(Dollars in thousands)
Balance at beginning of period $8,674 $7,662
Provision for loan losses 478 1,956
Charge-offs (136) (1,183)
Recoveries 138 239
------ ------
Balance at end of period $9,154 $8,674
====== ======
Allowance for loan losses to total
non-performing loans at end of period 54.30% 56.60%
Allowance for loan losses to total
loans at end of period 0.96 0.92
17
Non-interest income for the three months ended March 31, 2002 was $2.3 million
compared to $2.2 million for the same period in 2002. There was no income from
insurance commissions during the first quarter of 2003 compared to $288,000
during the first quarter of 2002 as a result of the sale of the insurance
agency's assets during the fourth quarter of 2002. Income from investment
commissions was $126,000 during the three months ended March 31, 2003 compared
to $262,000 for the three months ended March 31, 2002. This change reflects the
Company's decision to outsource the sale of non-deposit products beginning in
August 2002. Although the commission income during the first quarter of 2003 was
less than the comparable quarter in 2002, due to changing operations in the area
of non-deposit products, the Company was able to eliminate most expenses related
to insurance and investment commissions. Non-interest expense related to
insurance commissions in the three months ended March 31, 2003 was zero compared
to $321,000 for the three months ended March 31, 2002. Non-interest expense for
the three months ended March 31, 2003 pertaining to investment commissions was
$13,000 compared to $267,000 for the same period in 2002. There were no gains on
the sale of investment securities during the first quarter of 2003 compared to
$247,000 during the first quarter of 2002. These reductions of income during the
first quarter of 2003 when compared to the first quarter of 2002 were offset by
increased fees on deposit accounts. Income from these fees during the three
months ended March 31, 2003 was $1.1 million compared to $538,000 for the three
months ended March 31, 2002.
Non-interest expense for the three months ended March 31, 2003 was $7.6 million
compared to $7.8 million for the same period in 2002. Compensation and employee
benefits were $4.4 million for the first quarter of 2003 compared to $5.0
million for the same period in 2002. The primary reason for the reduction in
compensation and benefit expense was certain efficiencies realized by the
Company upon the restructuring of its non-depository product functions as
described in the preceding paragraph. This reduction was partially offset by
increases in other areas.
Income tax expense was $313,000 for the three months ended March 31, 2003
compared to $661,000 for the same period in 2002. This decrease is primarily due
to reduced income in the first quarter of 2003 compared to the first quarter of
2002. The effective tax rate for all of 2003 is expected to approximate that of
2002.
LIQUIDITY AND COMMITMENTS
The Company's liquidity, represented by cash and cash equivalents, is a product
of its operating, investing, and financing activities. The Company's primary
sources of funds are deposits, borrowings, amortization, prepayments and
maturities of outstanding loans and mortgage-backed securities, maturities of
investment securities and other short-term investments, and funds provided from
operations. While scheduled payments from the amortization of loans and
mortgage-related securities and maturing investment securities and short-term
investments are relatively predictable sources of funds, deposit flows and loan
prepayments are greatly influenced by general interest rates. In addition, the
Company invests excess funds in federal funds sold and other short-term interest
earning assets which provide liquidity to meet lending requirements.
Liquidity management is both a daily and long-term function of business
management. Excess liquidity is generally invested in short-term investments
such as federal funds. The Company uses its sources of funds primarily to meet
its ongoing commitments, pay maturing certificates of deposit and savings
withdrawals, fund loan commitments, and maintain a portfolio of mortgage-backed
and mortgage-related securities and investment securities. At March 31, 2003 the
total approved investment and loan origination commitments outstanding amounted
to $104.4 million. At the same date, the unadvanced portion of construction
loans amounted to $45.4 million. Investment securities scheduled to mature in
one year or less at March 31, 2002 were $25.7 million.
18
Based on historical experience, the Company believes that a significant portion
of maturing deposits will remain with the Company. The Company anticipates that
it will continue to have sufficient funds, together with borrowings, to meet its
current commitments.
At March 31, 2003 the Bank's regulatory capital was significantly in excess of
regulatory limits set by the Office of Thrift Supervision. The current
requirements and the Bank's actual levels at March 31, 2003 are set forth below
(dollars in thousands):
Required Capital Actual Capital Excess Capital
-------------------- ---------------------- --------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
Tangible capital $23,724 1.50% $132,206 8.36% $108,492 6.86%
Core capital 63,264 4.00 132,216 8.36 69,539 4.36
Risk-based capital 84,049 8.00 141,370 13.46 57,321 5.46
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
For a discussion of the Company's asset and liability management policies as
well as the potential impact of interest rate changes upon the market value of
the Company's portfolio equity, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's annual report to
stockholders for the year ended December 31, 2002. There has been no material
change in the Company's assets and liability position or the market value of the
Company's portfolio equity since December 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of the Company's management,
including its chief executive officer and chief financial officer, the Company
has evaluated the effectiveness of the design and operation of its disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and based on their evaluation, the Company's chief executive officer and
chief financial officer have concluded that these controls and procedures are
effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in the reports
that it files under the Exchange Act is accumulated and communicated to the
Company's management, including its chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure.
19
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) An annual meeting of stockholders of the Company was held on April 29,
2003 ("Annual Meeting").
(b) Not applicable.
(c) There were 12,289,297 shares of Common Stock of the Company eligible to
be voted at the Annual Meeting, and 10,690,613 shares were represented
at the meeting by the holders thereof, which constituted a quorum. The
items voted upon at the Annual Meeting and the vote for each proposal
were as follows:
(1) Election of directors for a three-year term.
Gene Diamond 9,809,970 FOR 880,643 WITHHELD
James W. Prisby 9,799,392 FOR 891,221 WITHHELD
Charles R. Webb 9,798,522 FOR 892,091 WITHHELD
(2) To adopt the 2003 Stock Option Plan.
8,449,174 FOR 1,872,712 AGAINST 318,727 ABSTAIN
(3) To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the year ending December 31,
2003.
10,236,562 FOR 186,928 AGAINST 267,123 ABSTAIN
(d) Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits (filed herewith unless otherwise noted).
3.1 Certificate of Incorporation of CFS Bancorp, Inc.*
3.2 Bylaws of CFS Bancorp, Inc.*
4.0 Form of Stock Certificate of CFS Bancorp, Inc.*
10.1 Form of Employment Agreement entered into between Citizens Financial
Services, FSB and each of Thomas F. Prisby, James W. Prisby and
John T. Stephens*
20
10.2 Form of Employment Agreement entered into between CFS Bancorp, Inc. and
each of Thomas F. Prisby, James W. Prisby and John T. Stephens*
10.5 CFS Bancorp, Inc. Amended and Restated 1998 Stock Option Plan**
10.6 CFS Bancorp, Inc. Amended and Restated 1998 Recognition and Retention
Plan and Trust Agreement**
10.7 CFS Bancorp, Inc. 2003 Stock Option Plan***
99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
- --------
* Incorporated by Reference from the Company's Registration Statement on
Form S-1 filed on March 26, 1998, as amended and declared effective on
May 14, 1998.
** Incorporated by Reference from the Company's Definitive Proxy Statement
for the Annual Meeting of Stockholders filed on March 23, 2001.
*** Incorporated by Reference from the Company's Definitive Proxy Statement
for the Annual Meeting of Stockholders filed on March 31, 2003.
(b) Reports filed on Form 8-K.
On January 31, 2003 the Company filed a Current Report on Form 8-K in
connection with its reporting of its earnings for the quarter and fiscal year
ended December 31, 2003.
On March 18, 2003 the Company filed a Current Report on Form 8-K in
connection with the announcement that its Board of Directors has approved the
repurchase of approximately 10% of its shares outstanding.
On March 28, 2003, the Company filed a Current Report on Form 8-K in
connection with the announcement of its quarterly dividend.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CFS BANCORP, INC.
Date: May 14, 2003 By: /s/ Thomas F. Prisby
-------------------------------
Thomas F. Prisby, Chairman and
Chief Executive Officer
Date: May 14, 2003 By: /s/ John T. Stephens
-------------------------------
John T. Stephens, Executive
Vice President and Chief
Financial Officer
21
CERTIFICATION PURSUANT TO RULE 13A-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas F. Prisby, the Chairman of the Board and Chief Executive Officer of
CFS Bancorp, Inc, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CFS Bancorp, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 By: /s/ Thomas F. Prisby
------------------- ----------------------------------
Thomas F. Prisby
Chairman of the Board and
Chief Executive Officer
22
CERTIFICATION PURSUANT TO RULE 13A-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John T. Stephens, the Executive Vice President and Chief Financial Officer of
CFS Bancorp, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of CFS Bancorp, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 By: /s/ John T. Stephens
-------------------- -------------------------------
John T. Stephens
Executive Vice President and
Chief Financial Officer
23