10-Q 1 f10q_123102-0096.txt FORM SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTS OF 1934 For the quarterly period ended December 31, 2002 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 0-24648 FSF FINANCIAL CORP. (Exact name of registrant as specified in its charter) Minnesota 41-1783064 (State or other jurisdiction of incorporation (IRS employer identification no.) or organization) 201 Main Street South, Hutchinson, Minnesota 55350-2573 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (320) 234-4500 Former name, former address and former fiscal year, if changed since last report. Indicate by check 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 APPLICABLE ONLY TO CORPORATE ISSUERS: Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date February 7, 2003. ---------------- Class Outstanding ----- ----------- $.10 par value common stock 2,320,797 shares FSF FINANCIAL CORP. AND SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2002 INDEX

AtPage AtNumber ~~June 30, September 30, 2002 2001~~ ------~~----------------~~ ~~(in~~PART ~~thousands,~~I ~~except share data) ASSETS~~ -~~-----~~ ~~Cash~~CONSOLIDATED ~~and~~FINANCIAL ~~cash~~INFORMATION ~~equivalents~~Item $1. ~~14,870~~Financial $Statements ~~12,594~~1 ~~Securities~~Item ~~available~~2. ~~for~~Management's ~~sale,~~Discussion ~~at fair value Equity securities 17,959 17,946 Mortgage-backed~~ and ~~related~~Analysis ~~securities 29,252 27,481 Debt securities - 3,055 Securities held to maturity, at amortized cost: Debt securities (fair value~~ of ~~$12,664~~Financial ~~and~~Condition ~~$12,490) 12,440 12,420 Mortgage-backed~~ and ~~related~~Results ~~securities (fair value~~ of ~~$21,879~~Operations ~~and~~8 ~~$25,586)~~Item ~~21,823~~3. ~~25,731~~Quantitative ~~Loans~~and ~~held~~Qualitative ~~for~~Disclosures ~~sale~~About ~~16,875~~Market ~~12,082~~Risk ~~Loans~~14 ~~receivable,~~Item ~~net 373,988 340,484 Foreclosed real estate 274 126 Accrued interest receivable~~ 4~~,169~~. ~~4,777~~Controls ~~Premises~~ and ~~equipment~~Procedures ~~6,134~~14 ~~5,439~~PART ~~Goodwill~~II ~~4,522 2,595 Core deposit intangible 658~~ - ~~Other~~OTHER ~~assets~~INFORMATION ~~9,020~~Item ~~8,901~~1. ~~----------------------~~Legal $Proceedings ~~511,984~~15 $Item ~~473,631~~2. ~~======================~~Changes ~~LIABILITIES~~in ~~AND~~Securities ~~STOCKHOLDERS'~~15 ~~EQUITY~~Item ~~------------------------------------~~3. ~~Liabilities:~~Defaults ~~Demand~~Upon ~~deposits~~Senior $Securities ~~62,845~~15 $Item ~~40,721~~4. ~~Savings~~Submission ~~accounts 90,211 93,428 Certificates~~ of ~~deposit~~Matters ~~210,695~~to ~~178,392~~a ~~----------------------~~Vote ~~Total~~of ~~deposits~~Security ~~363,751~~Holders ~~312,541~~15 ~~Federal~~Item ~~Home~~5. ~~Loan Bank borrowings 98,000 113,500 Advances from borrowers for taxes and insurance 279 497~~ Other ~~liabilities~~Materially ~~5,641~~Important ~~5,152~~Events ~~----------------------~~15 ~~Total~~Item ~~liabilities 467,671 431,690 ---------------------- Stockholders' equity: Serial preferred stock, no par value 5,000,000 shares authorized, no shares issued - - Common stock, $~~6.10 ~~par~~Exhibits ~~value 10,000,000 shares authorized, 4,501,277~~ and ~~4,501,277~~Reports ~~shares~~on ~~issued~~Form 450 450 Additional paid in capital 43,079 43,184 Retained earnings, substantially restricted 34,052 31,355 Treasury stock at cost (2,201,763 and 2,194,803 shares) (31,660) (31,146) Unearned ESOP shares at cost (63,357 and 90,863 shares) (633) (909) Unearned MSP stock grants at cost (42,564 and 42,564 shares) (453) (453) Accumulated comprehensive loss (522) (540) 8-~~---------------------~~K ~~Total~~15 ~~stockholders'~~SIGNATURES ~~equity 44,313 41,941 ---------------------- Total liabilities and stockholders' equity $ 511,984 $ 473,631 ======================~~16

FSF FINANCIAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

~~Three~~At ~~Months~~At ~~Nine~~December ~~Months Ended June 30~~31, ~~Ended~~September ~~June~~ 30, ~~----------------- -----------------~~ 2002 ~~2001~~ 2002 ~~2001~~ -------------~~----~~ -------------~~----~~ (in thousands, except ~~per~~ share data) ~~Interest~~ASSETS ~~income:~~------ ~~Loans~~Cash ~~receivable~~and cash equivalents $ 713,~~698~~098 $ 714,~~499~~615 ~~$23~~Securities available for sale,~~331~~ ~~$23~~at fair value Equity securities 12,~~111~~034 12,046 Mortgage-backed and related securities ~~641~~46,703 ~~567~~29,196 1Debt securities 15,~~851~~370 1- Securities held to maturity,~~754~~ ~~Investment~~at amortized cost: Debt securities ~~338~~(fair ~~416~~value ~~1,032~~of 1$13,~~868~~150) -~~----------------~~ 12,447 Mortgage-~~----------------~~backed ~~Total~~and ~~interest~~related ~~income~~securities 8(fair value of $20,~~677~~724) 8- 20,~~482~~679 26Restricted stock 5,~~214~~925 265,~~733~~925 ~~Interest~~Loans ~~expense:~~held ~~Deposits~~for ~~2,710~~sale 350,~~536~~796 829,~~820~~242 11Loans receivable,~~489~~ ~~Borrowed~~net ~~funds~~379,701 1382,~~379~~690 1Foreclosed real estate 393 122 Accrued interest receivable 4,~~650~~759 4,~~378~~436 5Premises and equipment 6,~~369~~342 ~~-----------------~~6,005 ~~-----------------~~Other ~~Total~~assets ~~interest~~9,365 ~~expense~~9,690 4Goodwill 3,~~089~~883 53,~~186~~883 13Identifiable intangibles 1,~~198~~142 161,~~858~~184 ---------~~--------~~ ---------~~--------~~ ~~Net~~Total ~~interest~~assets ~~income~~$ 4549,~~588~~511 ~~3,296~~$ 13532,~~016~~160 ~~9,875~~========= ~~Provision~~========= ~~for~~LIABILITIES ~~loan~~AND ~~losses~~STOCKHOLDERS' ~~203~~EQUITY ~~90 628 885~~ ----------------- ------------------- ~~Net~~Liabilities: ~~interest~~Demand ~~income~~deposits ~~after~~$ ~~provision~~66,727 ~~for~~$ ~~loan~~62,687 ~~losses~~Savings 4accounts 87,~~385~~467 389,~~206~~037 12Certificates of deposit 248,~~388~~314 8230,~~990~~200 ---------~~--------~~ ---------~~--------~~ ~~Non-interest~~Total ~~income:~~deposits ~~Gain~~402,508 on381,924 ~~sale~~Federal ofHome ~~loans,~~Loan ~~net~~Bank ~~887~~borrowings ~~769 3~~93,~~097~~000 198,~~716~~000 ~~Other~~Advances ~~service~~from ~~charges~~borrowers ~~and~~for ~~fees~~taxes ~~344~~and ~~309~~insurance ~~1,006~~201 ~~675~~352 ~~Service~~Other ~~charges~~liabilities ~~on deposit accounts 444 403 1~~5,~~297~~725 16,~~164~~003 ~~Commission income 281 283 809 792 Other 101 105 310 322~~ ---------~~--------~~ ---------~~--------~~ Total ~~non-interest~~liabilities ~~income 2~~501,~~057~~434 1486,~~869~~279 ~~6,519 4,669~~ ---------~~--------~~ ---------~~--------~~ ~~Non-interest~~Stockholders' ~~expense~~equity: ~~Compensation~~Serial ~~and~~preferred ~~benefits 2~~stock,~~363~~ 1no par value 5,~~874~~000,000 6shares authorized,~~989~~ 5no shares issued - - Common stock,~~626~~ ~~Occupancy~~$.10 ~~and~~par ~~equipment~~value ~~374~~10,000,000 ~~377~~shares 1authorized,~~096~~ 14,~~140~~501,277 ~~Deposit~~and ~~insurance~~4,501,277 ~~premiums~~shares 16issued 14450 45450 42Additional ~~Data~~paid ~~processing~~in ~~241~~capital ~~190~~43,385 ~~665~~43,101 ~~561~~Retained ~~Professional~~earnings, ~~fees~~substantially ~~157~~restricted ~~110~~36,261 ~~354~~35,214 ~~311~~Treasury ~~Other~~stock ~~972~~at ~~612~~cost (2,~~637~~180,480 1and 2,~~755~~197,763 ~~-----------------~~shares) ~~-----------------~~(31,609) ~~Total~~(31,621) ~~non-interest~~Unearned ~~expense~~ESOP ~~4,123~~shares ~~3,177~~at 11cost (44,~~786~~836 9and 54,~~435~~891 ~~-----------------~~shares) ~~-----------------~~(406) ~~Income~~(549) ~~before~~Unearned ~~provision~~MSP ~~for~~stock ~~income~~grants ~~taxes~~at ~~2,319~~cost 1(42,~~898~~164 ~~7,121~~and 442,~~224~~164 ~~Income~~shares) ~~tax~~(448) ~~expense~~(448) ~~893~~Accumulated ~~748~~other ~~2,790~~comprehensive ~~1,640~~income (loss) 444 (266) --------- --------- Total stockholders' equity 48,077 45,881 --------- --------- ~~Net~~Total ~~income~~liabilities $and ~~1,426~~stockholders' $equity ~~1,150~~ $ 4549,~~331~~511 $ 2532,~~584~~160 =========~~========~~ ================= Basic earnings per share $ 0.65 $ 0.52 $ 1.99 $ 1.16 Diluted earnings per share $ 0.61 $ 0.50 $ 1.89 $ 1.11 Cash dividend declared per common share $ 0.25 $ 0.15 $ 0.75 $ 0.45 Comprehensive income $ 1,641 $ 1,584 $ 4,349 $ 3,593 ================= =================

See Notes to Unaudited Consolidated Financial Statements 1 FSF FINANCIAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Three Months ~~Nine Months~~ Ended ~~June~~December 3031, ~~Ended June 30,~~ ------------------~~----~~ ~~----------------------~~ 2002 2001 ~~2002 2001~~ ------~~----------------~~ ------~~----------------~~ (in thousands), ~~Cash~~except ~~flows~~per ~~from~~share ~~operating~~data) ~~activities:~~Interest ~~Net~~ income: $Loans ~~1,426~~receivable $ 18,~~150~~225 $ 47,~~331~~859 $Mortgage-backed ~~2,584 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 186 161 524 467 Net amortization of discounts~~ and ~~premiums~~related ~~(44)~~securities ~~(3)~~495 ~~(144)~~595 ~~(21)~~Investment ~~Provision~~securities ~~for~~215 ~~loan losses 203 90 628 885 Net market value adjustment on ESOP shares 45 24 121 83 Amortization of ESOP and MSP stock compensation and stock options 114 112~~ 371 ~~300~~------ ~~Amortization~~------ ofTotal ~~intangibles~~interest ~~125~~income ~~27 323 86 Net loan fees deferred and amortized 163 (4) 102 (81) Loans originated for sale (37~~8,~~164)~~935 ~~(37~~8,~~166)~~825 ~~(158,352)~~Interest ~~(95,864)~~expense: ~~Loans~~Deposits ~~sold 37~~2,~~736~~696 383,~~897~~237 ~~153,559~~Borrowed 88funds 1,~~178~~323 ~~Net gain on sale of assets - - - (33) (Increase) decrease in: Accrued interest receivable (72) (135) 701 230 Other assets 51 25 5 (249) Increase (decrease) in other liabilities 656 797 33~~ 1,~~034~~636 ------ ------ Total interest expense 4,019 4,873 ------~~----~~ ------ Net interest income 4,916 3,952 Provision for loan losses 288 150 ------ ------~~----~~ Net ~~cash~~interest ~~provided~~income byafter ~~(used~~provision ~~in)~~for ~~operating~~loan ~~activities~~losses 34,~~425~~628 3,~~975~~802 ~~2,202 (2,401)~~ ------ ------~~----------~~ Non-~~---------------------~~interest ~~Cash flows from investing activities~~income: ~~Loan~~Gain ~~originations~~on ~~and~~sale ~~principal~~of ~~payments on~~ loans, net (31,~~216)~~126 91,~~738~~348 ~~11,503~~Other ~~30,055~~service ~~Purchase~~charges ofand ~~loans~~fees ~~(3,790)~~421 ~~(9,193)~~370 ~~(17,286)~~Service ~~(22,253)~~charges ~~Principal payments~~ on ~~mortgage-related~~deposit ~~securities~~accounts ~~held~~614 to452 ~~maturity~~Commission ~~780~~income ~~305~~278 ~~3,919~~256 ~~540~~Other ~~Purchase~~57 of104 ~~available~~------ ~~for~~------ ~~sale~~Total ~~securities~~ non-interest ~~(6,388)~~income (2,~~992)~~496 (62,~~388)~~530 ~~Principal~~------ ~~payments~~------ ~~and~~Non-interest ~~proceeds~~expense: ~~from~~Compensation ~~maturities~~and ofbenefits ~~securities available for sale 3~~2,~~588~~778 42,~~000~~372 ~~4,286~~Occupancy ~~450~~and ~~Proceeds~~equipment ~~from~~392 ~~the~~347 ~~sale~~Deposit ofinsurance ~~securities~~premiums ~~available~~15 ~~for~~15 ~~sale~~Data -processing -234 -201 ~~12,000~~Professional ~~Proceeds~~fees ~~from~~140 ~~the~~89 ~~maturities~~Other of779 ~~securities~~779 ~~held~~------ to------ ~~maturity~~Total non-interest 6expense 4,~~000~~338 ~~- 6~~3,~~000~~803 ~~Purchase~~------ of------ ~~ING~~Income ~~branch,~~before ~~net~~provision offor ~~deposits~~income ~~assumed~~taxes -2,786 ~~- 17~~2,~~589~~529 -Income ~~Investment~~tax inexpense ~~foreclosed~~1,090 ~~property~~999 ------ ~~(2)~~------ ~~(9)~~Net ~~(3)~~income ~~Proceeds~~$1,696 ~~from~~$1,530 ~~sale~~====== of====== ~~REO~~Basic -earnings -per -share ~~231~~$ ~~Purchase~~0.77 of$ ~~equipment~~0.70 ~~and~~Diluted ~~property~~earnings ~~improvements~~per ~~(139)~~share ~~(160)~~$ ~~(446)~~0.73 ~~(409)~~$ ~~----------------------~~0.67 ~~----------------------~~Cash ~~Net~~dividend ~~cash~~declared ~~provided~~per bycommon ~~(used~~share ~~in)~~$ ~~investing~~0.30 ~~activities~~ $ ~~(2,777)~~0.25 $Comprehensive ~~4,300~~income $ 162,~~564~~406 $ 201,~~223~~409 ~~----------------------~~====== ~~----------------------~~======

See Notes to Unaudited Consolidated Financial Statements 2 FSF FINANCIAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months ~~Nine Months~~ Ended ~~June~~December 3031, ~~Ended June 30,~~ -------------------- -~~-------------------~~ 2002 2001 ~~2002 2001~~ --------~~------------~~ --------~~------------~~ (in thousands) Cash flows from ~~financing~~operating activities: Net ~~increase~~income ~~(decrease) in deposits~~ $ (91,~~023)~~696 $ (41,~~330)~~530 $Adjustments ~~1,697~~to $reconcile ~~2,404~~net ~~FHLB~~income ~~advances~~to -net -cash ~~10,000~~used ~~26,000~~by ~~Payments~~operating onactivities ~~FHLB~~Depreciation ~~advances~~202 -163 ~~(5,000)~~Net amortization of discounts and premiums on securities (~~25,500~~66) (~~40,000~~34) Provision for loan losses 288 150 Net ~~decrease~~market invalue ~~mortgage~~adjustment ~~escrow~~on ~~funds~~ESOP ~~(164)~~shares ~~(423)~~75 ~~(218)~~37 ~~(429)~~Amortization ~~Treasury~~of ESOP and MSP stock ~~purchased~~compensation, net of taxes 142 79 Tax benefit on non-incentive stock options 400 55 Amortization of intangibles 43 67 Net loan fees deferred and amortized (~~679~~86) (~~577~~48) Loans originated for sale (180,~~435~~935) (175,~~670~~188) ~~Net~~Loans ~~proceeds~~sold ~~from~~59,382 ~~exercise~~64,153 of(Increase) ~~stock~~decrease ~~options~~in: ~~440~~Accrued 65interest ~~599~~receivable ~~257~~(321) ~~Dividends~~408 onOther ~~common~~assets ~~stock~~287 (~~550~~232) (~~324~~Decrease) in other liabilities (~~1,633~~736) (~~984~~850) --------~~------------~~ --------~~------------~~ Net cash (used inby) ~~financing~~operating activities (919,~~976~~629) (109,~~589~~710) ~~(16,490) (14,422)~~ --------~~------------~~ --------~~------------~~ ~~Net~~Cash ~~increase~~flows ~~(decrease)~~from ininvesting ~~cash~~activities: Loan originations and ~~cash~~principal ~~equivalents~~payments ~~(9,328)~~on (2loans,~~314)~~ net 2,~~276~~394 312,~~400~~786 ~~Cash~~Purchase ~~and cash equivalents Beginning~~ of ~~period~~loans ~~24,198~~- 14(11,~~195~~606) ~~12,594~~Principal ~~8,482~~payments ~~--------------------~~on mortgage-~~-------------------~~related ~~End~~securities ofheld ~~period~~to $maturity 142,~~870~~178 ~~$ 11~~1,~~881~~433 $Purchase ~~14,870~~of $available 11for sale securities (4,~~882~~062) ~~====================~~- ~~====================~~Principal ~~Supplemental~~payments ~~disclosures~~and ofproceeds ~~cash~~from ~~flow~~maturities ~~information:~~of ~~Cash~~securities ~~payments~~available for: ~~Interest~~sale on3,388 ~~advances~~256 ~~and~~Purchase ~~other~~of ~~borrowed~~ING ~~money~~branch, $net ~~1,382~~of $deposits ~~1,650~~assumed $- 417,~~378~~589 $Proceeds ~~5,368~~from ~~Interest~~sale onof ~~deposits~~REO $122 ~~2,576~~- $Purchase ~~3,243~~of $equipment ~~9,101~~and $property ~~10,970~~improvements ~~Income~~(539) ~~taxes~~(212) $-------- ~~854~~-------- $Net ~~515~~cash provided by investing activities $ 23,~~711~~481 $ 120,~~705~~246 -------- --------

See Notes to Unaudited Consolidated Financial Statements 3 FSF FINANCIAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

~~Bank~~Three ~~HMC~~Months ~~Consolidated~~Ended ~~Stand-alone~~December ~~Stand-alone~~31, ~~Other Eliminations Total~~ -------------------- 2002 2001 -------- --------~~--------------------------~~ As(in ofthousands) ~~and~~Cash ~~for~~flows ~~the~~from ~~three~~financing ~~months ended June 30, 2002 From operations~~activities: ~~Interest~~Net ~~income~~increase ~~from~~(decrease) ~~external~~in ~~sources~~deposits $ 820,~~617~~609 $ 5915,141 $FHLB 1advances $ - ~~$ 8~~10,~~677~~000 ~~Non-interest~~Payments ~~income~~on ~~from~~FHLB ~~external~~advances ~~sources 1~~(5,~~353~~000) ~~515 189 - 2~~(25,~~057~~500) ~~Inter-segment~~Net ~~interest~~decrease ~~income~~in 43mortgage -escrow 8funds (51150) -(230) ~~Interest~~Treasury ~~expense~~stock ~~4,089~~purchased 43(601) - (43718) ~~4,089~~Net ~~Provisions~~proceeds ~~for~~from ~~loan~~exercise ~~losses~~of ~~203~~stock -options -422 -161 ~~203~~Dividends ~~Depreciation~~on ~~and~~common ~~amortization~~stock ~~262 39 9 - 310 Other non-interest expense 2,751 1,520 288~~ (~~744~~649) ~~3,815 Income tax expense~~ (~~benefit~~538) ~~1,026 (109) (24)~~ - ~~893~~ ------- -------- Net cash provided by (used in) financing activities 14,631 (1,684) -------- -------- Net (decrease) increase in cash and cash equivalents (1,517) 8,852 Cash and cash equivalents Beginning of period 14,615 12,594 -------- --------~~--------------~~ ~~Net~~End ~~income~~of $period ~~1,681~~ $ ~~(183) $ 1~~13,~~928~~098 $ (221,~~000)~~446 ~~$ 1,426~~ ======== ========~~=============================================~~ Supplemental disclosures of cash flow information: Cash payments for: Interest on advances and other borrowed money $ 1,316 $ 1,634 Interest on deposits $ 3,057 $ 3,934 Income taxes $ 904 $ 890 Supplemental schedule of non-cash investing and financing activities: Foreclosed real estate $ 393 $ 139 Transfer of securities from held-to-maturity to available-for-sale $ 30,462 $ - Unrealized gain on available-for-sale securities transferred, net of tax $ 561 $ -

See Notes to Unaudited Consolidated Financial Statements 4 FSF FINANCIAL CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 NOTE 1- PRINCIPLES OF CONSOLIDATION The unaudited consolidated financial statements as of and for the three months ended December 31, 2002 include the accounts of FSF Financial Corp. (the "Corporation") and its wholly owned subsidiaries, Insurance Planners of Hutchinson, Inc. (the "Agency") and First Federal fsb (the "Bank"), with its wholly owned subsidiaries, Firstate Services and Homeowners Mortgage Corporation ("HMC"). All significant inter-company accounts and transactions have been eliminated in consolidation. NOTE 2- BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and therefore, do not include information or footnotes necessary for a complete presentation of consolidated financial condition, results of operations and cash flows in conformity with United States Generally Accepted Accounting Principles ("GAAP"). However, all adjustments consisting of normal recurring accruals, which in the opinion of management are necessary for fair presentation of the consolidated financial statements, have been included. The results of operations for the three month period ended December 31, 2002 are not necessarily indicative of the results which may be expected for the entire fiscal year or any other future period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's Annual Report of Form 10-K for the year ended September 30, 2002. NOTE 3- BUSINESS SEGMENTS The Corporation is a holding company whose affiliated companies provide financial services. The Agency is a property and casualty insurance company. Firstate Services is an investment services company. The Bank is a community financial institution attracting deposits from the general public and using such deposits, together with borrowings and other funds, to make mortgage, construction, consumer, commercial and agricultural loans. HMC, a mortgage banking entity, has become an integral part of the Bank's lending and fee income function. At December 31, 2002, the Bank operated 13 retail-banking offices in Minnesota. The Bank is subject to significant competition from other financial institutions and is also subject to regulation by certain federal agencies, therefore undergoing periodic examinations by those regulatory authorities. The Corporation's operating segments are business units that offer different products and services that are marketed through different channels. Firstate Services, the Agency and FSF Financial Corporation did not meet the quantitative thresholds for determining reportable segments and therefore are included in the "other" category. Management has identified the Bank's activity and HMC's activity as aggregated components of a reportable business segment.

~~Bank HMC~~ Consolidated ~~Stand-alone~~Banking ~~Stand-alone~~ Other Eliminations Total ------- ------- ------------ ---------~~---------------------------~~ (in thousands) As of and for the three months ended ~~June~~December 3031, ~~2001~~2002 From operations: Interest income from external sources $ 8,~~391~~932 $ 863 $ ~~5 $~~ - $ 8,~~482~~935 Non-interest income from external sources 12,~~258~~321 ~~544~~175 67 - 12,~~869~~496 Inter-segment interest income 57 - 339 (906) -3 Interest expense 54,~~187~~020 65- - ~~(66) 5~~4,~~186~~020 Provisions for loan losses 90288 - - -288 90 Depreciation and amortization ~~148~~237 318 9 - ~~188~~245 Other non-interest expense 23,~~515~~791 ~~1,137~~308 ~~305~~ (~~968~~6) 24,~~989~~093 Income tax expense (benefit) ~~682~~1,140 75 (950) - ~~748~~1,090 -------- ------- -------- --------~~------------------------------~~ Net income $ 1,~~084~~778 $ 87(82) $ ~~2,979~~- $ ~~(3,000) $~~ 1,~~150~~696 ======== ======= ======== ======== Total Assets $549,203 $46,898 $(46,590) $549,511 ======== ======= ======== ========

~~Bank HMC~~ Consolidated ~~Stand-alone~~Banking ~~Stand-alone~~ Other Eliminations Total ------- ------- ------------ ---------~~----------------------------~~ (in thousands) As of and for the ~~nine~~three months ended ~~June~~December 3031, ~~2002~~2001 From operations: Interest income from external sources $ 258,~~829~~818 $ ~~375~~7 $ ~~10 $~~ - $ 268,~~214~~825 Non-interest income from external sources ~~3,813~~ 2,~~137~~346 ~~569~~184 - 62,~~519~~530 Inter-segment interest income ~~230~~ - 2912 (~~259~~12) - Interest expense 134,~~199~~873 ~~230~~- - ~~(230) 13~~4,~~199~~873 Provisions for loan losses ~~628~~150 - - -150 ~~628~~ Depreciation and amortization ~~713~~221 ~~107~~9 27 - ~~847~~230 Other non-interest expense 73,~~742~~342 ~~4,210~~243 ~~798~~ (~~1,811~~12) 103,~~939~~573 Income tax expense (benefit) ~~2,931~~935 (7517) ~~(66)~~ - ~~2,790~~918 -------- ------- -------- --------~~------------------------------~~ Net ~~income~~Income $ 41,~~658~~562 $ (~~179~~32) $ ~~1,852~~- $ (21,~~000)~~530 ~~$ 4,331~~ ======== ======= ======== ========~~==============================~~ Total Assets $ ~~510~~521,~~333~~614 $ 842,~~312~~286 $ (41,~~647 $(48,308~~327) $ ~~511~~522,~~984~~573 ======== ======= ======== ========~~==============================~~

Due to the integration of HMC lending activity into the Bank during 2002 (the two components have similar qualitative economic characteristics), results of prior periods have been reclassified to allow for comparability. NOTE 4- EARNINGS PER SHARE The earnings per share amounts are computed using the weighted average number of shares outstanding during the periods presented. The weighted average number of shares outstanding for basic and diluted earnings per share computation for the quarter ended December 31, 2002 were 2,213,687 and 2,347,926, respectively. For the same period in 2001, the number of shares outstanding for basic and diluted earnings per share computation was 2,170,814 and 2,281,767, respectively. The difference between the basic and diluted earnings per share denominator is the effect of stock based compensation plans. NOTE 5- EFFECT OF NEW FINANCIAL ACCOUNTING STANDARDS Goodwill Accounting Changes The Company adopted Statement of Financial Accounting Standards (SFAS) Statement No. 142, Goodwill and Other Intangible Assets, on October 1, 2002. Statement 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Thus, amortization of goodwill, including goodwill recorded in past business combinations, ceased upon adoption of the Statement. Pursuant to SAFS No. 147, which amended SFAS No. 72 Accounting for Certain Acquisitions of Banking and Thrift Institutions, the unidentifiable intangible goodwill recognized (i.e. the unamortized excess of the fair value of liabilities assumed over the fair value of assets acquired) was reclassified as goodwill as of the date that SFAS 142 was applied. Note that, as of such date, the carrying amount of core deposit intangible (for which individual accounting records have been kept) is recorded separately and continues to be amortized. Reclassified goodwill is now accounted for in accordance with SFAS 142, thus effectively, amortization ceased as of October 1, 2002 Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. In the event of impairment, an impairment loss would be recognized in an amount equal to that excess. SFAS No. 142 requires a two step impairment test to identify potential goodwill impairment and measure the amount of the goodwill impairment loss to be recognized. The two step impairment test is summarized as follows: 1. Compare the fair value of the reporting unit with its carrying amount including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and no second step is required. 2. To measure the amount of impairment loss, compare the implied fair value of the reporting unit goodwill with the carrying amount of the goodwill. The impairment loss shall equal the excess of carrying value over fair value. 6 Goodwill was tested for impairment on October 1, 2002 and its fair value exceeded the carrying value. Amortization of goodwill for the quarter ended December 31, 2001 was $23,000. On a pro-forma basis, net income without goodwill amortization would have been $1.6 million and basic earnings per share $0.71 for that quarter. Stock Option Accounting The Corporation accounts for stock options under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation- Transition and Disclosure, is effective for the interim period beginning after December 15, 2002 and requires pro-forma net income and earnings per share disclosures on a quarterly basis. Management will adopt the new standard for the quarter ended March 31, 2003. On November 19, 2002, the Corporation awarded 1,250 stock options from the 1994 stock option plan and 20,687 stock options from the 1998 stock option plan. The awards may be exercised over a ten-year period and the exercise price was $23.00, the fair value of the Corporation's stock on the date of the option grant. In addition, 42,350 options with an exercise price of $9.50 were exercised during the quarter. NOTE 6- COMPREHENSIVE INCOME Comprehensive income consists of net income and other gains and losses affecting shareholder's equity that, under generally accepted accounting principles, is excluded from net income. For the Corporation, the difference between net income and comprehensive income consists of the change for the quarter in unrealized gains and losses on securities available for sale, net of tax. At September 30, 2002, the Bank had a total of $33.1 million of securities that were classified as held-to-maturity. During the quarter ended December 31, 2002, the Bank transferred all of the securities to available-for-sale in accordance with SFAS 115 and SFAS 130. In order to remain within the held-to-maturity classification the Bank must have the ability and intent to hold the securities to maturity. Although the Bank still has the ability to hold the securities to maturity, the intent to hold the securities to maturity no longer exists. Based upon a review of interest rates, potential liquidity needs, interest rate risk characteristics of the securities and other factors, management has determined that it would be in the best interest of the Bank to transfer the securities. This will provide greater flexibility in dealing with changing economic circumstances. The following table provides information regarding the impact of the transfer on comprehensive income.

~~Bank~~December ~~HMC~~31, ~~Consolidated Stand~~-~~alone Stand~~-~~alone Other Eliminations Total~~ ---------------- 2002 2001 ------- -------~~-------------------------------~~ As(in ofthousands) ~~and~~Net ~~for the nine months ended June 30, 2001 From operations: Interest~~ income ~~from external sources~~ $ 261,~~519~~696 $ ~~167 $ 47 $ - $ 26,733 Non-interest income from external sources 3,007~~ 1,~~139~~530 ~~523~~Other -comprehensive ~~4,669 Inter-segment interest~~ income ~~105~~Unrealized -holding 92gains ~~(197)~~on -securities ~~Interest~~transferred ~~expense~~from ~~16,866~~held ~~105~~to ~~- (113) 16~~maturity,~~858~~ ~~Provisions~~net ~~for~~of ~~loan~~tax ~~losses~~expense ~~885~~561 - -Unrealized -holding ~~885~~gains ~~Depreciation and amortization 430 92 31 - 553 Other non-interest expense 7,035 1,971 904~~ (~~1,028~~losses) ~~8,882~~during ~~Income~~the ~~tax~~period ~~expense~~251 (~~benefit~~204) ~~1,681~~Tax (13expense) benefit (27102) -83 ~~1,641~~ ------- -------~~-----------------------------------------------~~ ~~Net~~Comprehensive income $ 2,~~734~~406 $ ~~(90) $ 2~~1,~~940~~409 ~~$ (3,000) $ 2,584~~ =======~~======================================================~~ ~~Total Assets $ 455,176 $ 8,838 $ 41,041 $(47,502) $ 457,553~~ =======~~======================================================~~

7 FSF FINANCIAL CORP. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes", "anticipates", "contemplates", "expects" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the effect of integrating newly acquired businesses, the ability to control costs and expenses and general economic conditions. General The Corporation's total assets at December 31, 2002 and September 30, 2002 totaled $549.5 million and $532.2 million. This increase of $17.3 million was mainly the result of an increase in loans held for sale. Cash and cash equivalents decreased $1.5 million from $14.6 million at September 30, 2002 to $13.1 million at December 31, 2002. The Corporation utilizes this excess liquidity to fund the purchase of treasury shares and loan originations. During the quarter ended December 31, 2002, the Corporation transferred all its held-to-maturity debt securities and mortgage-backed and related securities to the available-for-sale category. The net carrying amount of these securities at the time of transfer was $31.0 million and the unrealized gain, net of income taxes, was $561,000 (see Note 7 to financial statements). During the quarter, $4.1 million of available-for-sale securities were purchased. Loans held for sale increased $21.6 million to $50.8 million at December 31, 2002 from $29.2 million at September 30, 2002. As of December 31, 2002, the Bank and HMC had forward commitments to sell all of their loans held for sale in the secondary market. Payment for these loans usually occurs within fourteen days of funding. Loans receivable decreased $2.9 million to $379.8 million at December 31, 2002 from $382.7 million at September 30, 2002. Total real estate construction loan originations increased by $9.5 million. The balance of agricultural loans decreased by $1.8 million and consumer loans decreased by $1.2 million. The following table sets forth information on loans originated and purchased for the periods indicated: Three Months Ended December 31, ------------------- 2002 2001 -------- -------- (in thousands) Loans originated: One-to-four family residential mortgages $ 70,134 $ 60,963 Residential construction 50,345 40,890 Land - 300 Agricultural 8,536 8,242 Commercial business & real estate 3,403 2,589 Consumer 5,992 5,240 -------- -------- Total loans originated 138,410 118,224 -------- -------- Loans purchased: Commercial business - 11,606 -------- -------- Total new loans $138,410 $129,830 ======== ======== Acquired in ING branch acquisition $ - $ 28,806 ======== ======== Total loans sold $ 59,382 $ 64,153 ======== ======== 8 The following table sets forth the composition of the Bank's loan portfolio in dollars and in percentages of total loans at the dates indicated: December 31, September 30, 2002 2002 ---------------------------------------- Amount % Amount % ---------------------------------------- (dollars in thousands) Residential real estate: One-to-four family (1) $ 86,046 16.4% $ 71,625 13.9% Residential construction 245,062 46.7% 239,155 46.3% Multi-family 10,122 1.9% 10,095 2.0% -------------------------------------- 341,230 65.0% 320,875 62.1% Agricultural loans 54,422 10.4% 56,129 10.9% Land and commercial real estate 49,158 9.4% 55,270 10.7% Commercial business 23,712 4.5% 26,556 5.1% -------------------------------------- 127,292 24.3% 137,955 26.7% Consumer loans: Home equity and second mortgages 26,012 5.0% 27,543 5.3% Automobile loans 8,080 1.5% 9,172 1.8% Other 22,176 4.2% 20,757 4.0% -------------------------------------- Total consumer loans 56,268 10.7% 57,472 11.1% -------------------------------------- Total loans 524,790 100.0% 516,302 100.0% ====== ====== Less: Loans in process (91,835) (101,854) Deferred fees (750) (835) Allowance for loan losses (1,708) (1,681) ---------- ---------- Total loans, net $ 430,497 $ 411,932 ========== ========== -------------------------------------- 1. Includes loans held for sale in the amount of $50.8 million and $29.2 million as of December 31, 2002 and September 30, 2002. In making loans, the Bank recognizes that credit losses will be experienced and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, in the case of a secured loan, the quality of the collateral for the loan. The Bank's management evaluates the need to establish reserves against losses on loans and other assets each quarter based on estimated losses on specific loans and on any real estate held for sale or investment when a finding is made that a loss is estimable and probable. Such an evaluation includes a review of all loans for which full collectibility may not be reasonably assured and considers, among other matters, the estimated market value of the underlying collateral of problem loans, prior loss experience, economic conditions and overall portfolio quality. While management recognizes and charges against the allowance for loan losses accounts that are determined to be uncollectible, experience indicates that at any point in time, possible losses may exist in the loan portfolio which are not specifically identifiable. Therefore, based upon management's best estimate, an amount may be charged to earnings to maintain the allowance for loan losses at a level sufficient to recognize inherent credit risk. Loans are evaluated for impairment in accordance with SFAS 114, including all loans that are in a troubled debt restructuring involving a modification of terms, are measured at the present value of expected future cash flows discounted at the loan's initial effective interest rate. The fair value of the collateral of an impaired collateral dependent loan or an observable market price, if one exists, may be used as an alternative to discounting. If the measure of the impaired loan is less than the recorded investment in the loan, impairment is recognized through a charge to earnings and a reduction to the loan balance or an increase in the allowance for loan losses. A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. 9 The Bank believes it has established its existing allowance for loan losses in accordance with GAAP. The allowance for loan losses is evaluated based on a detailed review of the loan portfolio, historic loan losses, current economic conditions and other factors. From period to period the outstanding balance in various loan categories will increase and decrease; thereby, increasing or decreasing the amount of the allowance attributable to particular categories. Management believes that the resulting level of the allowance for loan losses reflects an adequate reserve against inherent losses in the loan portfolio. However, there can be no assurance that banking regulators, in reviewing the Bank's loan portfolio, will not request First Federal to increase its allowance for loan losses or that a deteriorating real estate market or other unforeseen economic changes may cause an increase in allowance for loan losses. This is likely to negatively affect the Bank's financial condition and earnings. The following table sets forth information with respect to the Bank's non-performing assets at the dates indicated:

~~Three~~December ~~Months Nine Months Ended June 30~~31, ~~Ended~~September ~~June~~ 30, ~~----------------------------- -----------------------------~~ 2002 ~~2001~~ 2002 ~~2001~~ ------~~-----------------------~~ ------~~-----------------------~~ (indollars ~~thousands) (~~in thousands) Loans ~~originated:~~accounted ~~1-4~~for ~~family~~on ~~residential~~a ~~mortgages~~non-accrual $basis: ~~22,798~~Mortgage $loans: ~~30,797~~Residential ~~$ 105,321 $ 69,150 1-4 family~~ construction loans 69$3,~~428~~711 57$3,~~474~~133 ~~172,169~~Permanent ~~98,505~~loans ~~Land~~secured ~~2,500~~by one-to-four ~~4,850~~family ~~3,083~~units ~~Agriculture~~692 ~~16,153~~482 ~~8,790~~Non-residential ~~46,740~~loans ~~36,904~~- ~~Commercial~~74 ~~business~~Non- &mortgage ~~real~~loans: ~~estate~~Commercial ~~5,346~~and ~~2,678~~agricultural ~~12,805~~730 ~~8,539~~647 Consumer ~~6,651~~728 ~~11,599~~537 ~~16,411 22,420~~ ------~~-----------------------~~ ------~~-----------------------~~ Total non-accrual loans ~~originated 122~~5,~~876~~861 ~~111~~4,~~338~~873 ~~358,296~~Foreclosed ~~238,601~~real ~~-----------------------------~~estate ~~-----------------------------~~393 ~~Loans~~122 ~~purchased: Commercial business 3,790 9,193 17,286 22,253~~ ------~~-----------------------~~ ------~~-----------------------~~ Total ~~new~~non-performing ~~loans~~assets $ ~~126~~6,~~666~~254 $ ~~120~~4,~~531~~995 ~~$ 375,582 $ 260,854~~ ====== ====== Total non-performing loans to net loans 1.36% 1.18% ======~~===========~~ ======~~=======================~~ ~~Acquired~~Total ~~in ING branch acquisition $~~ non-performing $loans -to $total ~~28,806~~assets $1.07% -0.92% ======~~=======================~~ ======~~=======================~~ Total ~~loans~~non-performing ~~sold~~assets $to ~~37,736~~total $assets ~~38,897~~1.14% $0.94% ~~153,559 $ 88,178~~ ======~~=======================~~ ======~~=======================~~

The residential construction loans are comprised of 24 loans. The outstanding balance of the loans range from $42,000 to $314,000. The loan-to-value ratios of the loans range between 31% and 80%. Each of the loans has been evaluated for impairment and is carried at the lower of fair value or cost. There are 6 permanent loans secured by one-to-four family residential units that range from $31,000 to $163,000. Commercial and agricultural loans are comprised of 8 loans. The outstanding values of the loans range from $5,000 to $354,000. Each of the loans has been evaluated for impairment and is carried at the lower of fair value or cost. The consumer loan total is made up of 31 loans that range from $1,500 to $97,000. The foreclosed real estate total of $393,000 consists of 2 loans with balances of $128,000 and $265,000. Deposits, after interest credited, increased from $381.9 million at September 30, 2002 to $402.5 million at December 31, 2002, an increase of $20.6 million. Overall cost of funds on deposits during the period decreased 43 basis points (100 basis points equals 1%) as the Bank attempted to maintain deposit rates consistent with market place competitors. Demand deposits increased $4.0 million or 6.4% from September 30, 2002 to December 31, 2002. Savings account balances decreased 1.8% during the same period, while certificates of deposit increased $18.1 million. The Bank utilized this increase in deposits to fund the continued loan growth and reduce Federal Home Loan Bank ("FHLB") borrowings. The Corporation completed the repurchase of 25,067 shares of common stock which, when netted against 42,350 shares issued in connection with the exercise of stock options, decreased the number of treasury shares to 2,180,480 at December 31, 2002. Treasury shares are to be used for general corporate purposes, including the issuance of shares in connection with the exercise of stock options. Total stockholders' equity has increased $2.2 million since September 30, 2002 due to net income, reduced by dividends paid and increased by the change in accumulated comprehensive income. Accumulated other comprehensive income increased as a result of changes in the net unrealized (loss) on the available-for-sale securities due to fluctuations in interest rates (see Note 7 to financial statements). Because of interest rate volatility, the Corporation's accumulated other comprehensive income could materially fluctuate. Book value per share increased from $20.79 at September 30, 2002 to $21.52 at December 31, 2002. 10 COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 The following table sets forth information with respect to the Corporation's average balance sheet, interest and dividends earned and paid and related yields and rates (dollars in thousands):

~~June~~Three ~~30,~~Months ~~September~~Ended 30December 31, ~~2002 2001~~ ----------------------------------- ---------------------------------------- ~~Amount~~2002 %2001 ~~Amount %~~ ----------------------------------- ---------------------------- ~~(dollars in thousands) Residential real estate: One~~-to-~~four~~---------- ~~family~~Interest ~~(1)~~Interest $Average ~~63,918~~Yields ~~12.9%~~& $Average ~~81,790~~Yields ~~19.1%~~& ~~Residential~~Balance ~~construction~~Interest ~~215,140~~Rates ~~43.6%~~(1) ~~142,035~~Balance ~~33.2%~~Interest ~~5,414~~Rates (1~~.1%~~) ~~5,922 1.4%~~ ----------------------------------- ---------------------------------------- ~~284~~Assets: Loans receivable (2) $ 421,~~472~~560 ~~57.6%~~$ ~~229~~8,~~747~~225 ~~53.~~7.80 % ~~Agricultural~~$ ~~loans~~369,388 56$ 7,~~703~~859 118.551 % 49Mortgage-backed securities 47,~~935~~669 11495 4.7%15 ~~Land~~52,753 ~~and~~595 ~~commercial~~4.51 ~~real~~Investment ~~estate~~securities 71(3) 42,~~595~~221 14215 2.5%04 5552,~~220~~103 12371 2.9%85 ~~Commercial~~----------------------- ~~business~~----------------------- 21Total interest-earning assets 511,~~206~~450 48,935 6.3%99 23474,~~908~~244 58.6%825 7.44 --------------------- -------------- -------- Other assets 29,768 23,653 ------------- ------------- ~~149~~Total assets $ 541,~~504~~218 ~~30.3%~~$ ~~129~~497,~~063~~897 ~~30.1%~~============= ~~Consumer~~============= ~~loans~~Liabilities: ~~Home~~Interest-bearing ~~equity~~deposits ~~and~~$ ~~second mortgages 27~~391,~~559~~741 ~~5.6%~~$ 292,~~991~~696 72.075 % ~~Automobile~~$ ~~loans 10~~341,~~004~~133 ~~2.0%~~$ 133,~~023~~237 3.080 % ~~Other~~Borrowings 2295,~~155~~772 4.1,323 5%.53 26109,~~292~~391 6.1%,636 5.98 -----------------------~~------------~~ -----------------------~~-----~~ Total ~~consumer~~interest-bearing ~~loans~~487,513 594,~~718~~019 123.130 % 69450,~~306~~524 164,873 4.233 % --------------------- -------------- -------- Other liabilities 6,726 5,190 ------------- ------------- Total ~~loans~~liabilities ~~493~~494,~~694~~239 ~~100.0% 428~~455,~~116~~714 ~~100.0%~~Stockholders' ~~==============~~equity ~~============== Less: Loans in process (100~~46,~~333)~~979 ~~(73~~42,~~235)~~183 ~~Deferred fees (795) (774) Allowance for loan losses (1,703) (1,541)~~ -------------~~-------~~ -------------~~-------~~ Total ~~loans,~~liabilities ~~net~~and stockholders' equity $ ~~390~~541,~~863~~218 $ ~~352~~497,~~566~~897 =============~~=======~~ =============~~=======~~ Net interest income $ 4,916 $ 3,952 Net spread (4) 3.69 % 3.11 % Net margin (5) 3.84 % 3.33 % Ratio of average interest-earning assets to average interest-bearing liabilities 1.05X 1.05X

1. Annualized. 2. Average balances include non-accrual loans and loans held for sale. 3. Includes interest-bearing deposits in other financial institutions. 4. Net spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. 5. Net margin represents net interest income as a percentage of interest-earning assets. Net Income The Corporation recorded net income of $1.7 million for the three months ended December 31, 2002, as compared to net income of $1.5 million for the three months ended December 31, 2001. This increase in net income was $166,000 or 1.5%. The increase in net income for first quarter 2003 was mainly the result of increases in net interest income, offset by increases in non-interest expense. Net interest income increased $1.0 million in the first quarter of fiscal 2003, an increase of 24.4% over first quarter 2002. Such an increase in net interest income was mainly the result of a 103 basis point decline in average cost of funds. The mix of the Bank's deposits helped to stabilize its cost of funds in this lower interest rate environment. Non-interest income was 57.5% of non-interest expense for the quarter. 11 Total Interest Income Total interest income increased by $110,000 to $8.9 million for the quarter ended December 31, 2002. The average yield on loans decreased to 7.80% for the quarter ended December 31, 2002 from 8.51% for the quarter ended December 31, 2001. During the same period, the average yield on mortgage-backed securities decreased 36 basis points. The average balance of investment securities decreased to $42.2 million for the quarter ended December 31, 2002 from $52.1 million for the quarter ended December 31, 2001, mainly as a result of funding loan production. The average yield decreased from 2.85% for the three months ended December 31, 2001 to 2.04% for the same period in 2002. Total Interest Expense Total interest expense decreased to $4.0 million for the three months ended December 31, 2002 from $4.9 million for the same period in 2001. The average balance of interest-bearing deposits increased from $341.1 million for the three months ended December 31, 2001 to $391.7 million for the three months ended December 31, 2002. The average cost of deposits decreased 105 basis points from 3.80% for the quarter ended December 31, 2001 to 2.75% for the same period in 2002, as the rates offered by the Bank decreased. No assurance can be made that deposits can be maintained in the future without further increasing the cost of funds if interest rates increase. The average balance of borrowings decreased $13.6 million to $95.8 million for the three months ended December 31, 2002 from $109.4 million for the three months ended December 31, 2001. The cost of such borrowings decreased by 45 basis points to 5.53% for the quarter ended December 31, 2002 from 5.98% for the same period in 2001. Borrowings decreased as the Bank utilized repayments of loans and an increase in deposits to meet liquidity needs. Net Interest Income Net interest income increased from $4.0 million for the quarter ended December 31, 2001 to $4.9 million for the same period ended December 31, 2002. Average interest-earning assets increased $37.3 million from $474.2 million for the quarter ended December 31, 2001 to $511.5 million for the quarter ended December 31, 2002, while the average yield on those interest-earning assets decreased from 7.44% for 2001 to 6.99% for 2002. Average interest-bearing liabilities increased by $37.0 million to $487.5 million for the quarter ended December 31, 2002 from $450.5 million for the quarter ended December 31, 2001, while the cost of those interest-bearing liabilities decreased from 4.33% in 2001 to 3.30% in 2002. Provision for Loan Losses The Corporation's provision for loan losses was $288,000 for the quarter ended December 31, 2002, as compared to $150,000 for the same period in 2001. Increases in the Bank's loan portfolio, especially increases in the residential construction and land and commercial real estate portfolios, precipitated the increases in the provision for loan losses for the current period. The allowance for loan losses is established through a provision for loan losses charged to expense. While the Corporation maintains its allowance for losses at a level which it considers to be adequate, there can be no assurance that further additions will not be made to the loss allowances or that such losses will not exceed the estimated amounts. 12 The following table sets forth information with respect to the Bank's allowance for loan losses at the dates indicated: For the Three Months Ended December 31, -------------------- 2002 2001 -------- -------- (dollars in thousands) Average loans outstanding $421,560 $369,388 -------- -------- Allowance balance (beginning of period) $ 1,681 $ 1,541 -------- -------- ING branch acquisition $ - $ 274 Provision (credit): Residential and construction 80 - Land and commercial real estate - - Commercial and agricultural business 208 - Consumer - 150 -------- -------- Total provision 288 150 Charge-offs: Residential and construction 100 - Commercial and agricultural business 129 71 Consumer 76 150 -------- -------- Total charge-offs 305 221 Recoveries: Residential and construction - - Land and commercial real estate - - Consumer 44 4 -------- -------- Total recoveries 44 4 -------- -------- Net charge-offs 261 217 -------- -------- Allowance balance (end of period) $ 1,708 $ 1,748 ======== ======== Allowance as percent of net loans 0.40% 0.45% Net loans charged off as a percent of average loans 0.06% 0.06% Included in the agricultural loan provision was $100,000 for an impaired loan. Non-interest Income Total non-interest income remained the same at $2.5 million during the quarter ended December 31, 2002. Other service charges and fees increased from $370,000 for the 3 months ended December 31, 2001 to $421,000 for the same period ended December 31, 2002, primarily due to declining interest rates that helped boost the purchase and refinance markets. Service charges on deposit accounts increased $162,000 due to an increase in fees charged. Non-interest Expense Total non-interest expense increased $535,000 or 14.1% over the periods compared. Compensation and benefits increased $406,000, as a result of higher indirect administrative costs related to the higher levels of construction lending activities. Occupancy and equipment expense increased $45,000 while professional fees increased $51,000 over the periods compared due to expenses incurred, an increased reliance on consultants, where appropriate, and the increased cost of outside auditors. Data processing increased $33,000 to $234,000 for the period ended December 31, 2002, due to the delivery of additional data processing related services to our customer base. Income Tax Expense Income taxes increased by $91,000 to $1.1 million for the quarter ended December 31, 2002 from $999,000 for the same period in 2001, which was primarily due to an increase of $257,000 in pre-tax income. 13 LIQUIDITY AND CAPITAL RESOURCES The Corporation's primary sources of funds are deposits, borrowings, principal and interest payments on loans, investments and mortgage-backed securities, sales of mortgage loans and funds provided by operations. While scheduled payments on loans, mortgage-backed securities and short-term investments are relatively predictable sources of funds, deposit flows and early loan repayments are greatly influenced by general interest rates, economic conditions and competition. The amount of certificate accounts that are scheduled to mature during the twelve months ending December 31, 2003 is approximately $193.9 million. To the extent that these deposits do not remain upon maturity, the Bank believes that it can replace these funds with new deposits, excess liquidity and FHLB advances or outside borrowings. It has been the Bank's experience that substantial portions of such maturing deposits remain at the Bank. At December 31, 2002, the Bank had outstanding loan commitments of $31.5 million. Funds required to meet these commitments are derived primarily from current excess liquidity, loan sales, advances, deposit inflows or loan and security repayments. OTS regulations require the Bank to maintain core capital of 4.0% of assets, of which 2.0% must be tangible equity capital, excluding goodwill. The Bank is also required to maintain risk-based capital equal to 8.0% of total risk-based assets. The Bank's regulatory capital exceeded its tangible equity, tier 1 (risk-based), tier 1 (core) and risk-based capital requirements by 6.0%, 7.0%, 3.6% and 3.5%, respectively. Management believes that under current regulations, the Bank will continue to meet its minimum capital requirements in the foreseeable future. Events beyond the control of the Bank, such as increased interest rates or a downturn in the economy in areas in which the Bank operates, could adversely affect future earnings and, as a result, the ability of the Bank to meet its future minimum capital requirements. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes from the information regarding market risk disclosed under the heading "Asset and Liability Management" in the Corporation's Annual Report for the year ended September 30, 2002. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Based on their -------------------------------------------------- evaluation as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q, the Registrant's principal executive officer and principal financial officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. (b) Changes in internal controls. There were no significant changes in ---------------------------- the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 14 ITEM 1. LEGAL PROCEEDINGS Neither the Corporation nor any of its subsidiaries were engaged in any legal proceedings of a material nature at December 31, 2002. From time to time, the Corporation is a party to legal proceedings in the ordinary course of business wherein it enforces its security interest in loans. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this report. 3.1 Articles of Incorporation of FSF Financial Corp. * 3.2 Bylaws of FSF Financial Corp. * 4.0 Stock Certificate of FSF Financial Corp. * 10.1 Form of Employment Agreement with Donald A. Glas, George B. Loban and Richard H. Burgart * 10.2 First Federal fsb Management Stock Plan ** 10.3 FSF Financial Corp. 1996 Stock Option Plan ** 10.4 FSF Financial Corp. 1998 Stock Compensation Plan *** 99.0 Certification pursuant to 18 U.S.C. Section 1350 -------------------------------------------------------------------------------- * Incorporated herein by reference into this document from the Exhibits to Form S-1, Registration Statement initially filed with the Commission on June 1, 1994. Registration No. 33-79570. ** Incorporated herein by reference into this document from the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on January 17, 1996 and filed with the Commission on December 13, 1995. *** Incorporated herein by reference into this document from the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on January 20, 1998 and filed with the Commission on December 10, 1997. 15 FSF FINANCIAL CORP. AND SUBSIDIARIES 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. FSF FINANCIAL CORP. Date: February 10, 2003 By: /s/ Donald A. Glas ------------------------------ Donald A. Glas Chief Executive Officer Date: February 10, 2003 By: /s/ Richard H. Burgart ------------------------------ Richard H. Burgart Chief Financial Officer 16 SECTION 302 CERTIFICATION I, Donald A. Glas, certify that: 1. I have reviewed this quarterly report on Form 10-Q of FSF Financial Corp.; 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 quarterly 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 officer 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 officer and I have indicated in this quarterly report whether 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: February 10, 2003 /s/Donald A. Glas ------------------------------------ Donald A. Glas Chief Executive Officer SECTION 302 CERTIFICATION I, Richard H. Burgart, certify that: 1. I have reviewed this quarterly report on Form 10-Q of FSF Financial Corp.; 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 quarterly 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 officer 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 officer and I have indicated in this quarterly report whether 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: February 10, 2003 /s/ Richard H. Burgart ------------------------------------ Richard H. Burgart Chief Financial Officer

June 30, September 30, 2002 2001 ----------------------------------- (in thousands) Loans accounted for on a non-accrual basis: Mortgage loans: Residential construction loans $ 1,634 $ 1,043 Permanent loans secured by one-to-four family units 689 78 Non- mortgage loans: Commercial and agricultural 711 1,195 Consumer 513 637 ----------------------------------- Total non-accrual loans 3,547 2,953 Foreclosed real estate 274 126 ----------------------------------- Total non-performing assets $ 3,821 $ 3,079 =================================== Total non-performing loans to net loans 0.91% 0.84% =================================== Total non-performing loans to total assets 0.70% 0.62% =================================== Total non-performing assets to total assets 0.75% 0.65% ===================================

Three Months Ended June 30, --------------------------------------------------------------------------- 2002 2001 --------------------------------------------------------------------------- Interest Interest Average Yields & Average Yields & Balance Interest Rates (1) Balance Interest Rates (1) --------------------------------------------------------------------------- Assets: Loans receivable (2) $ 383,296 $ 7,698 8.03 % $ 344,333 $ 7,499 8.71 % Mortgage-backed securities 51,522 641 4.97 44,310 567 5.12 Investment securities (3) 47,261 338 2.86 42,457 416 3.92 ----------------------- ----------------------- Total interest-earning assets 482,079 8,677 7.20 431,100 8,482 7.87 --------------------- ------------------------ Other assets 27,108 23,424 ------------- ------------- Total assets $ 509,187 $ 454,524 ============= ============= Liabilities: Interest-bearing deposits $ 361,621 $ 2,710 3.00 % $ 294,320 $ 3,536 4.81 % Borrowings 98,000 1,379 5.63 113,610 1,650 5.81 ----------------------- ----------------------- Total interest-bearing liabilities 459,621 4,089 3.56 407,930 5,186 5.09 % --------------------- ------------------------ Other liabilities 5,759 5,691 ------------- ------------- Total liabilities 465,380 413,621 Stockholders' equity 43,807 40,903 ------------- ------------- Total liabilities and stockholders' equity $ 509,187 $ 454,524 ============= ============= Net interest income $ 4,588 $ 3,296 Net spread (4) 3.64 % 2.78 % Net margin (5) 3.81 % 3.06 % Ratio of average interest-earning assets to average interest-bearing liabilities 1.05X 1.06X

Nine Months Ended June 30, ------------------------------------------------------------------------------ 2002 2001 ------------------------------------------------------------------------------ Interest Interest Average Yields & Average Yields & Balance Interest Rates (1) Balance Interest Rates (1) ------------------------------------------------------------------------------ Assets: Loans receivable (2) $ 379,668 $23,331 8.19 % $ 343,606 $23,111 8.97 % Mortgage-backed securities 51,682 1,851 4.78 42,996 1,754 5.44 Investment securities (3) 50,580 1,032 2.72 52,134 1,868 4.78 ------------------------- ------------------------ Total interest-earning assets 481,930 26,214 7.25 438,736 26,733 8.12 ----------------------- ----------------------- Other assets 26,571 23,677 ------------- ------------- Total assets $ 508,501 $ 462,413 ============= ============= Liabilities: Interest-bearing deposits $ 358,215 $ 8,820 3.28 % $ 297,138 $11,489 5.16 % Borrowings 101,839 4,378 5.73 119,460 5.369 5.99 ------------------------- ------------------------ Total interest-bearing liabilities 460,054 13,198 3.83 416,598 16,858 5.40 % ----------------------- ----------------------- Other liabilities 5,320 5,260 ------------- ------------- Total liabilities 465,374 421,858 Stockholders' equity 43,127 40,555 ------------- ------------- Total liabilities and stockholders' equity $ 508,501 $ 462,413 ============= ============= Net interest income $13,016 $ 9,875 Net spread (4) 3.42 % 2.72 % Net margin (5) 3.60 % 3.00 % Ratio of average interest-earning assets to average interest-bearing liabilities 1.05X 1.05X

For the Nine Months Ended June 30, ---------------------------------------- 2002 2001 ---------------------------------------- (in thousands) Average loans outstanding $ 379,668 $ 343,606 ======================================== Allowance balance (beginning of period) $ 1,541 $ 1,534 ======================================== ING branch acquisition $ 274 $ - ======================================== Provision (credit): Residential and construction 100 - Land and commercial real estate - 25 Commercial and agricultural business 220 670 Consumer 308 190 ---------------------------------------- Total provision 628 885 Charge-offs: Residential and construction 87 - Commercial and agricultural business 276 654 Consumer 411 215 ---------------------------------------- Total charge-offs 774 869 Recoveries: Residential and construction - - Land and commercial real estate - 35 Consumer 34 19 ---------------------------------------- Total recoveries 34 54 ---------------------------------------- Net charge-offs 740 815 ---------------------------------------- Allowance balance (end of period) $ 1,703 $ 1,604 ======================================== Allowance as percent of net loans 0.44% 0.40% Net loans charged off as a percent of average 0.19% 0.24% loans

3.1 Articles of Incorporation of FSF Financial Corp. * 3.2 Bylaws of FSF Financial Corp. * 4.0 Stock Certificate of FSF Financial Corp. * 10.1 Form of Employment Agreement with Donald A. Glas, George B. Loban and Richard H. Burgart * 10.2 First Federal fsb Management Stock Plan ** 10.3 FSF Financial Corp. 1996 Stock Option Plan ** 10.4 FSF Financial Corp. 1998 Stock Compensation Plan *** 99.0 Certification

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