-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfF6m0g6hx4/l3hPSdfok+s2wJ69IZBF5VydlMaQztxLQxUV8JcDoAbyaj1VhGuV 8A8VO7eXJib7CodV7o8WZQ== 0000743530-99-000034.txt : 19990816 0000743530-99-000034.hdr.sgml : 19990816 ACCESSION NUMBER: 0000743530-99-000034 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSB FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000940006 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 371336338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-26650 FILM NUMBER: 99687027 BUSINESS ADDRESS: STREET 1: 200 S POPLAR ST STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 BUSINESS PHONE: 6185321918 MAIL ADDRESS: STREET 1: 200 S POPLAR STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 10QSB 1 UNITED STATES SECURITY AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 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: 0-26650 CSB FINANCIAL GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) United States 37-1336338 - --------------------------------- --------------------------- (State or other jurisdiction (I.R.S. Employer ID Number) of incorporation or organization) 200 South Poplar, Centralia, Illinois 62801 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (618) 532-1918 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO [ ] Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Shares outstanding at August 2, 1999 - ----------------------------- ------------------------------------ Common Stock, Par Value $0.01 732,299 Contents PART I. FINANCIAL INFORMATION Item I. Financial Statements - Consolidated Statements of Financial Condition - Consolidated Statements of Income and Comprehensive Income - Consolidated Statements of Cash Flows - Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES CSB FINANCIAL GROUP, INC. and SUBSIDIARY Consolidated Balance Sheets June 30, 1999 and September 30, 1998 (in thousands, except share data) June 30, September 30, 1999 1998 - ------------------------------------------------------------------------------------ (Unaudited) (Audited) ASSETS Cash and cash equivalents ..................................... $ 1,562 $ 1,542 Securities: Available for sale ......................................... 15,192 16,931 Nonmarketable equity securities ............................ 216 215 Loans ......................................................... 29,471 26,282 Allowance for loan losses ..................................... (215) (171) ------------------- Loans, net ...................................... 29,256 26,111 Premises and equipment ........................................ 704 607 Accrued interest receivable ................................... 423 304 Intangible assets ............................................. 554 600 Other assets .................................................. 217 113 ------------------- Total assets .................................... $ 48,124 $ 46,423 =================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits: Demand .................................................. $ 9,798 $ 8,543 Savings ................................................. 3,836 3,387 Time deposits > $100,000 ................................ 2,668 1,680 Other time deposits ..................................... 21,350 22,245 ------------------- Total deposits .................................. 37,652 35,855 ------------------- Other liabilities .......................................... 158 169 Deferred income taxes ...................................... 138 270 ------------------- Total liabilities ............................... 37,948 36,294 ------------------- COMMITMENTS, CONTINGENCIES AND CREDIT RISK STOCKHOLDERS' EQUITY Preferred stock, $0.01 par value; 100,000 shares authorized; none issued ............................................. - - - - Common stock, $0.01 par value; authorized 2,000,000 shares; 1,035,000 shares issued ................................. 10 10 Paid-in capital ............................................ 7,827 7,823 Retained earnings .......................................... 6,608 6,384 Unrealized gain on available for sale securities, net of tax (64) 154 Unearned employee stock ownership plan shares .............. (165) (180) Management recognition plan ................................ (524) (551) ------------------- 13,692 13,640 Less cost of treasury stock; 302,701 shares at June 30, 1999 and 302,080 shares at September 30, 1998 ................ (3,516) (3,511) ------------------- Total stockholders' equity ...................... 10,176 10,129 ------------------- Total liabilities and stockholders' equity ...... $ 48,124 $ 46,423 ===================
See Notes to Unaudited Consolidated Financial Statements. CSB Financial Group, Inc. Consolidated Statements of Income Nine Months Ended June 30, 1999 and 1998 (Unaudited, in thousands, except per share data) Nine Months Ended June 30, ----------------- 1999 1998 ----------------- Interest income: Loans and fees on loans ...................................... $ 1,666 $ 1,662 Securities ................................................... 764 838 ----------------- Total interest income ............................. 2,430 2,500 ----------------- Interest expense on deposits .................................... 1,160 1,230 ----------------- Net interest income ............................... 1,270 1,270 Provision for loan losses ....................................... 54 45 ----------------- Net interest income after provision for loan losses 1,216 1,225 ----------------- Noninterest income: Service charges on deposits .................................. 60 61 Gain on sale of securities, net .............................. - - 3 Gain on sale of loans, net ................................... - - 6 Other ........................................................ 38 30 ----------------- Total noninterest income .......................... 98 100 ----------------- Noninterest expense: Compensation and employee benefits ........................... 449 474 Occupancy and equipment ...................................... 71 63 Data processing .............................................. 76 78 Audit, legal and other professional .......................... 61 69 Other ........................................................ 333 277 ----------------- Total noninterest expense ......................... 990 961 ----------------- Income before income taxes ........................ 324 364 Income taxes .................................................... 100 88 ----------------- Net income ........................................ $ 224 $ 276 ================= Earnings per share Basic ........................................................ $ 0.31 $ 0.36 ================= Diluted ...................................................... $ 0.31 $ 0.34 ================= Weighted average shares outstanding Basic ........................................................ 718,919 774,912 ================= Diluted ...................................................... 728,441 804,252 =================
See Notes to Unaudited Consolidated Financial Statements. CSB Financial Group, Inc. Consolidated Statements of comprehensive income Nine Months Ended June 30, 1999 and 1998 (Unaudited, in thousands, except per share data) Nine Months Ended June 30, ---------------- 1999 1998 ---------------- Net income ................................................ $ 224 $ 276 Change in unrealized gain on securities available for sale, net of tax of $(134) and $0 ............................ (218) - - Less: Reclassification adjustment, net of tax of $0 and $2 - - (2) ---------------- (218) (2) ---------------- Comprehensive income ...................................... $ 6 $ 274 ================ See Notes to Consolidated Financial Statements. CSB Financial Group, Inc. Consolidated Statements of Income Three Months Ended June 30, 1999 and 1998 (Unaudited, in thousands, except per share data) Three Months Ended June 30, ----------------- 1999 1998 ----------------- Interest income: Loans and fees on loans ...................................... $ 572 $ 542 Securities ................................................... 236 277 ----------------- Total interest income ............................. 808 819 ----------------- Interest expense on deposits .................................... 363 406 ----------------- Net interest income ............................... 445 413 Provision for loan losses ....................................... 18 15 ----------------- Net interest income after provision for loan losses 427 398 ----------------- Noninterest income: Service charges on deposits .................................. 21 20 Gain on sale of securities ................................... - - - - Gain on sale of loans ........................................ - - 4 Other ........................................................ 13 8 ----------------- Total noninterest income .......................... 34 32 ----------------- Noninterest expense: Compensation and employee benefits ........................... 123 150 Occupancy and equipment ...................................... 24 21 Data processing .............................................. 22 28 Audit, legal and other professional .......................... 15 14 Other ........................................................ 136 89 ----------------- Total noninterest expense ......................... 320 302 ----------------- Income before income taxes ........................ 141 128 Income taxes .................................................... 46 33 ----------------- Net income ........................................ $ 95 $ 95 ================= Earnings per share Basic ........................................................ $ 0.13 $ 0.12 ================= Diluted ...................................................... $ 0.13 $ 0.12 ================= Weighted average shares outstanding Basic ........................................................ 719,091 766,449 ================= Diluted ...................................................... 728,613 796,837 =================
See Notes to Unaudited Consolidated Financial Statements. CSB Financial Group, Inc. Consolidated Statements of comprehensive income Three Months Ended June 30, 1999 and 1998 (Unaudited, in thousands, except per share data) Three Months Ended June 30, ---------------- 1999 1998 ---------------- Net income ................................................. $ 95 $ 95 Change in unrealized gain on securities available for sale, net of tax of $(103) and $(1) ........................... (167) (1) ---------------- Comprehensive income (loss) ................................ $ (72) $ 94 ================ See Notes to Consolidated Financial Statements. CSB Financial Group, Inc. Consolidated Statements of CASH FLOWS Nine Months Ended June 30, 1999 and 1998 (Unaudited, in thousands) Nine Months Ended June 30, ---------------- 1999 1998 ---------------- Cash Flows from Operating Activities: Net income ................................................... $ 224 $ 276 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses ................................. 54 45 Provision for depreciation ................................ 32 27 Amortization of intangible assets ......................... 46 45 Employee stock ownership plan compensation expense ........ 19 29 Management recognition plan compensation expense .......... 27 28 Deferred income taxes ..................................... 2 - - Originations of loans held for sale ....................... - - (1,194) Proceeds from loans held for sale ......................... - - 766 Gain on sale of securities ................................ - - (3) Gain on sale of loans ..................................... - - (6) Loss on the sale of other real estate owned ............... - - 3 Amortization and accretion on securities .................. 9 (1) Change in assets and liabilities: (Increase) in accrued interest receivable ............... (119) (119) (Increase) decrease in other assets ..................... (104) 50 (Decrease) increase in other liabilities ................ (11) 105 ---------------- Net cash provided by operating activities ......... 179 51 ---------------- Cash Flows from Investing Activities: Securities available for sale: Purchases ................................................. (4,651) (9,512) Proceeds from sales ....................................... - - 3,755 Proceeds from maturities and paydowns ..................... 6,029 6,111 Nonmarketable equity securities: Purchases of nonmarketable equity securities .............. (1) (5) (Increase) decrease in loans ................................. (3,199) 725 Proceeds from the sale of other real estate owned ............ - - 25 Purchase of premises and equipment ........................... (129) (28) ---------------- Net cash provided by (used in) investing activities (1,951) 1,071 ---------------- Cash Flows from Financing Activities: Increase (decrease) in deposits .............................. $1,797 $ (720) Purchase of treasury stock ................................... (5) (1,030) ----------------- Net cash provided by (used in) financing activities 1,792 (1,750) Increase (decrease) in cash and cash equivalents .. 20 (628) Cash and cash equivalents at beginning of period ................ 1,542 2,675 ---------------- Cash and cash equivalents at end of period ...................... $1,562 $2,047 ================ Supplemental Disclosures: Cash paid for: Interest on deposits ...................................... $1,171 $1,233 Income taxes .............................................. $ 17 $ 37 Change in gross unrealized gain/loss on securities available for sale .................................................. $ 352 $ (4) Change in deferred taxes on unrealized gain/loss on securities available for sale ........................................ $ (134) $ (2)
See Notes to Unaudited Consolidated Financial Statements. CSB Financial Group, Inc. Notes to CONSOLIDATED Financial Statements ( in thousands, except per share data) - -------------------------------------------------------------------------------- Note 1. Background Information On October 5, 1995, CSB Financial Group, Inc. (the "Company") acquired all of the outstanding shares of Centralia Savings Bank (the "Bank") upon the Bank's conversion from a state chartered mutual savings bank to a state chartered capital stock savings bank. Centralia Savings Bank is located in Centralia, Illinois and serves customers in Illinois counties of Clinton and Marion. The Company purchased 100% of the outstanding capital stock of the Bank using 50% of the net proceeds from the Company's initial stock offering which was completed on October 5, 1995. The Company sold 1,035,000 shares of $0.01 par value common stock at a price of $8 per share, including 82,800 shares purchased by the Bank's Employee Stock Ownership Plan ("ESOP"). The ESOP shares were acquired by the Bank with proceeds from a Company loan totaling $662,400. The gross proceeds of the offering were $8,280,000. After reducing gross proceeds for conversion costs of $696,000, net proceeds totaled $7,584,000. The Company's stock was traded on the NASDAQ Small Caps market under the symbol "CSBF" until December 31, 1998, at which time the Company transferred the quotation of its common stock to the OTC Bulletin Board under the same symbol. The acquisition of the Bank by the Company was accounted for as a "pooling of interests" under generally accepted accounting principles. The application of the pooling of interests method records the assets and liabilities of the merged entities on a historical cost basis with no goodwill or other intangible assets being recorded. Note 2. Basis of Presentation The accompanying consolidated financial statements include the accounts of CSB Financial Group, Inc., its wholly owned subsidiary, Centralia Savings Bank, the Bank, and the Bank's wholly-owned subsidiary, Centralia SLA. Centralia SLA, Inc.'s principal business activity is to provide insurance services. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto included in the Bank's annual report on Form 10-KSB for the year ended September 30, 1998. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-QSB and, therefore, do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management of the Company, the unaudited consolidated financial statements reflect all adjustments necessary to present fairly the financial position of the Company at June 30, 1999 the results of operations for the three months ended June 30, 1999 and 1998, and the results of operations and cash flows for the nine months ended June 30, 1999 and 1998. All adjustments to the financial statements were normal and recurring in nature. Operating results for the nine months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ending September 30, 1999. Note 3. Comprehensive Income Effective October 1, 1998, the Bank adopted FASB Statement No. 130, which was issued in June 1997. Statement No. 130 establishes new rules for the reporting and display of comprehensive income and its components, but has no effect on the Bank's net income or total stockholders' equity. Statement No. 130 requires unrealized gains and losses on the Bank's available-for-sale securities, which prior to adoption were reported separately in stockholders' equity, to be included in comprehensive income. Prior year financial statements have been reclassified to conform to the requirements of Statement No. 130. Note 4. Earnings Per Share Basic earnings per share ("EPS") is computed as net income available to common stockholders divided by the weighted average common shares outstanding and vested shares of the Management Recognition Plan. Diluted EPS is computed as net income available to common stockholders divided by the weighted average common shares outstanding, common stock equivalents, and shares awarded under the Management Recognition Plan weighted to reflect the portion of the period the shares were outstanding. The following reflects earnings per share calculations for basic and diluted methods: For The Nine Months Ended June 30, ------------------- 1999 1998 ------------------- Net income available to common shareholders ................. $ 224 $ 276 Basic diluted potential common shares: Weighted average shares outstanding ...................... 711,053 769,530 Management recognition plan shares vested ................ 7,866 5,382 ------------------ Basic average shares outstanding ............................ 718,919 774,912 ------------------ Diluted potential common shares: Management recognition plan shares granted, but not vested 9,522 13,248 Stock option equivalents ................................. - - 16,092 ------------------ Diluted average shares outstanding .......................... 728,441 804,252 ------------------ Basic earnings per share .................................... $ 0.31 $ 0.36 ================== Diluted earnings per share .................................. $ 0.31 $ 0.34 ================== For The Three Months Ended June 30, ------------------- 1999 1998 ------------------- Net income available to common shareholders ................. $ 95 $ 95 Basic diluted potential common shares: Weighted average shares outstanding ...................... 711,225 761,067 Management recognition plan shares vested ................ 7,866 5,382 ------------------- Basic weighted average shares outstanding ................... 719,091 766,449 ------------------- Diluted potential common shares: Management recognition plan shares granted, but not vested 9,522 13,248 Stock option equivalents ................................. - - 17,140 ------------------- Diluted average shares outstanding .......................... 728,613 796,837 ------------------- Basic earnings per share .................................... $ 0.13 $ 0.12 =================== Diluted earnings per share .................................. $ 0.13 $ 0.12 ===================
Note 5. Employee Stock Ownership Plan In conjunction with the conversion, an ESOP was created and 82,800 shares of the Company's stock were purchased for future allocation to employees. The purchase was funded with a loan from the Company. Shares are allocated to all eligible employees as the debt is repaid based on a prorata share of total eligible compensation. Employees 21 or older with at least 1,000 hours of service in a twelve month period are eligible to participate. Benefits will vest over a five year period and in full after five years of qualified service. As shares are committed to be released from unallocated shares, the Bank recognizes compensation expense equal to the current market price of the shares, and the shares become outstanding for purposes of calculating earnings per share. The Bank recognized compensation expense for the ESOP of $19 and $29 for the nine months ended June 30, 1999 and 1998, respectively. Dividends received, if any, by the ESOP on unallocated shares will be used for debt service. In July 1997, the Company repurchased 41,400 shares of common stock from the ESOP. The ESOP used the proceeds received from the repurchase to reduce outstanding debt to the Company. The balance in unearned ESOP shares was reduced by the cost of the shares sold to the Company. As of June 30, 1999 and September 30, 1998, the ESOP held 20,652 and 22,529, respectively, of non-committed shares with a fair value of $194 and $281, respectively. Note 6. Stock Option Plan At the annual stockholder's meeting on May 22, 1996, the Stock Option Plan ("SOP") was approved. The board has reserved an amount of stock equal to 103,500 shares or 10% of the common stock sold in the conversion for issuance under the SOP. The options will be granted by a Committee, comprised of directors, to key employees and directors based on their services. The exercise price of options granted must be at least equal to the fair market value of the common stock on the date the option is granted. The options granted under the plan become exercisable at a rate of 20 percent per year commencing one year after the grant date and 20 percent on each anniversary date for the following four years. As of June 30, 1999, 61,750 options had been granted. The Board adopted the 1997 Nonqualified Stock Option Plan (SOP) effective January 9, 1997. The Board has reserved up to 103,500 shares of common stock under the SOP. The options will be granted by a committee, comprised of directors, to key employees and directors based on their services. The exercise price of the option granted must be at least equal to the fair market value of the common stock on the date the option is granted. The terms of the options and the exercise schedule are at the discretion of the committee and option agreements need not be identical. As of June 30, 1999, no options had been granted. Note 7. Management Recognition Plan The Management Recognition Plan ("MRP") was approved with an effective date of October 10, 1996 and amended on January 9, 1997. The MRP intends to purchase with funds provided by the Company, whether in the open market or from the Holding Company in the form of newly issued shares, 62,100 shares, or 6% of the aggregate number of shares of Common Stock issued and sold in connection with the Conversion for issuance to officers, directors, and employees of the Holding Company. Directors, officers, and employees become vested in the shares of common stock awarded to them under the MRP at a rate of 20% per year, commencing one year after the grant date, and 20% on the anniversary date thereof for the following four years. As of June 30, 1999, 17,388 shares have been awarded to officers, directors, and employees. MRP compensation expense was $27 and $28 for the nine months ended June 30, 1999 and 1998, respectively. The bank accounts for its MRP in accordance with Accounting Principle Board Statement 25. Compensation expense is recognized over the vesting period for shares awarded under the plan. Note 8. New Accounting Standards Disclosures about Segments of an Enterprise and Related Information Statement of Financial Accounting Standard No. 131, "Disclosures about Segments of an Enterprise and Related Information" (FAS 131), was issued in July 1997 by the Financial Accounting Standards Board. The Standard requires the Corporation to disclose the factors used to identify reportable segments including the basis of organization, differences in products and services, geographic areas, and regulatory environments. FAS 131 additionally requires financial results to be reported in the financial statements for each reportable segment. The Standard is effective for financial statement years beginning after December 15, 1997. The Statement is not expected to have a significant impact on the Company's current business segment disclosures. Accounting for Derivative Instruments and Hedging Activities Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities" (FAS 133) establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. This statement applies to all entities. FAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. The issuance of FAS 137 extends the application date to all fiscal quarters of fiscal years beginning after June 15, 2000. Earlier application is encouraged. The statement is not to be applied retroactively to financial statements of prior periods. The Company does not believe the adoption of FAS 133 will have a material impact on the consolidated financial statements. CSB Financial Group, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONs (In thousands, except per share data) - -------------------------------------------------------------------------------- General The principal assets of the Company are its investment in the Bank's common stock and the net proceeds from the sale of the Company's common stock in connection with the conversion. The Company's principal revenue source is interest and dividends on its investments. The principal business of the Bank consists of attracting deposits from the general public and using these funds to originate mortgage loans secured by one- to four-family residences located primarily in Centralia, Illinois and surrounding areas. The Bank engages in various forms of consumer and commercial lending and invests in mortgage-backed U.S. Government and federal agency securities, local municipal issues, and interest-bearing deposits. The Bank's profitability depends primarily on its net interest income, which is the difference between the interest income it earns on its loans and investment portfolio and its cost of funds, which consists mainly of interest paid on deposits. Net interest income is affected by the relative amounts of interest-earning assets, interest-bearing liabilities, and the interest rates earned or paid on these balances. The Bank's profitability is also affected by the level of noninterest income and expense. Noninterest income consists primarily of late charges and other fees. Noninterest expense consists of salaries and benefits, occupancy related expenses, deposit insurance premiums paid to the SAIF, and other operating expenses. The operations of the Bank are significantly influenced by general economic conditions and related monetary and fiscal policies of financial institutions' regulatory agencies. Deposit flows and the cost of funds are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by the demand for financing real estate and other types of loans, which in turn is affected by the interest rates at which such financing may be offered and other factors affecting loan demand and the availability of funds. Business Strategy The business strategy is to operate as a well capitalized, profitable and independent community savings bank dedicated to financing home ownership and consumer needs in its primary market area. The Bank has implemented this strategy by: (1) closely monitoring the needs of customers and providing quality service; (2) emphasizing consumer-oriented banking by originating construction and permanent loans on residential and commercial real estate and consumer loans, and by offering other financial services and products; (3) improving and maintaining high asset quality; (4) maintaining capital in excess of regulatory requirements; and (5) managing interest rate risk by emphasizing the origination of loans with adjustable rates or shorter terms and investments in short-term and liquid investments. The Bank has adopted various new business strategies intended to increase its presence in its primary market area, thereby increasing its lending activities and sources of income. Liquidity and Capital Resources The Bank's primary sources of funds consists of deposits, repayment and prepayment of loans, maturities of investments and interest-bearing deposits. Scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are predictable, influenced by general interest rates, economic conditions, and competition. The Bank uses its liquidity resources principally to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses. Management believes that loan repayments and other sources of funds will be adequate to meet the Bank's liquidity needs for the immediate future. A portion of the Bank's liquidity consists of cash and cash equivalents, which include investments in highly liquid, short-term deposits. The level of these assets is dependent on the Bank's operating, investing, lending, and financing activities during any given period. At June 30, 1999 and September 30, 1998, cash and cash equivalents totaled $1,562 and $1,542, respectively. Liquidity management is both a daily and long-term function of business management. If the Bank requires funds beyond its ability to generate them internally, the Bank may borrow additional funds from the FHLB. At June 30, 1999, the Bank had no outstanding advances from the FHLB. At June 30, 1999, the Bank had $1.2 million of outstanding commitments to originate loans. Regulatory Capital Federally insured savings associations such as the Bank are required to maintain a minimum level of regulatory capital. The Corporation and its subsidiary have capital ratios which substantially exceed all regulatory requirements. The Corporation's capital ratios are shown below. June 30, September 30, Minimum 1999 1998 Requirements ------------------------------------- Total capital to risk weighted assets ... 42.09% 46.20% 8.0% Tier I capital to risk weighted assets .. 40.01% 45.30% 4.0% Tier I capital to average assets ........ 19.92% 19.80% 4.0% Financial Condition Total assets increased $1,701 to $48,124 at June 30, 1999 from $46,423 at September 30, 1998. The principal cause of this increase was an increase of $3,145 in the loan portfolio, partially offset by a decrease in securities available for sale of $1,739. The new loans were funded by the maturity of existing securities and the overall increase in deposits of $1,797. Gross loans have increased $3,189 from $26,282 at September 30, 1998 to $29,471 at June 30, 1999. The growth in the loan portfolio is comprised primarily of mortgage lending. As the Company continues to see growth in mortgage lending, alternative sources of funding are evaluated. The Bank continues to focus their efforts in the expansion of the commercial loan market and continues to originate commercial loans which meet prudent underwriting standards. Securities decreased $1,739 since September 30, 1998. The decrease is due to calls and maturities of U.S. Treasury securities and an overall decline in market values. All securities are held as available for sale. Results of Operations Three months ended June 30, 1999 compared to three months ended June 30, 1998 Net Income - The Company's net income for the three months ended June 30, 1999 and 1998 was $95. The increase in net interest income and decrease in compensation expense was offset by increased other noninterest expense and income tax expense. Compensation and employee benefits expense is declining as a result of the Company's redemption of shares held by the Employee Stock Ownership Plan. Interest Income - Interest income decreased for the three months ended June 30, 1999 by $11 to $808 from $819 for the three months ended June 30, 1998. The decrease is due to decreasing yields on the average balance of interest earning assets for the respective periods due to current market conditions. Interest Expense - Interest expense decreased for the three months ended June 30, 1998 by $43 to $363 from $406 for the three months ended June 30, 1998. Although deposits continue to increase, current market conditions have reduced the cost of funds, which results in an overall decline in interest expense. Management continues to price deposit products in order to remain competitive in the local economy and manage its interest rate risk exposure. Net Interest Income - Net interest income after the provision for loan loss for the three months ended June 30, 1999 increased by $29 to $427 from $398 for the three months ended June 30, 1998. Noninterest expense increased for the three months ended June 30, 1999 by $18 to $320 from $302 for the three months ended June 30, 1998. The principal reason for the increase is the increase in other noninterest expense of $47, offset by the decrease in compensation and employee benefits for the quarter of $27. The increase in other noninterest expense is primarily the result of fees incurred to convert to a new data processing service which occurred in May 1999. Nine months ended June 30, 1999 compared to nine months ended June 30, 1998 Net Income -The Company's net income for the nine months ended June 30, 1999 was $224 compared to $276 for the nine months ended June 30, 1998. The decrease is due primarily to an increase in other noninterest expense due to the conversion of the data processing servicer. Net interest income for the nine months ended June 30, 1999 and 1998 remained stable at $1,270. Interest Income - Interest income decreased $70 from $2,500 to $2,430, or by 2.8% during the nine months of 1999 compared to the respective period of 1998. This decrease resulted from a decrease in the investment portfolio, combined with a decrease in current market rates. Interest Expense - Interest expense decreased $70 or 5.7%, to $1,160 for the nine months ended June 30, 1999 from $1,230 for the same period in 1998. The decrease resulted from an overall decrease in cost of funds based on current market rates. Net Interest Income - Net interest income for the nine months ended June 30, 1999 and 1998 was $1,270. Provision for Loan Losses - The allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risk inherent in its loan portfolio and the general economy. Such evaluation considers numerous factors including, general economic conditions, loan portfolio composition, prior loss experience, the estimated fair value of the underlying collateral and other factors that warrant recognition in providing for an adequate loan loss allowance. During the nine months ended June 30, 1999 and 1998, the provision for loan losses was $54 and $45, respectively. Allowance for Loan Losses - The allowance for loan losses was $215 or .73% of loans receivable at June 30, 1999, compared to $171, or .65% of loans receivable at September 30, 1998. The level of nonperforming loans was .82% of total loans at June 30, 1999 compared to 1.56% as of September 30, 1998. Based on current balance of the allowance for loan losses in relation to total loans receivable and classified assets and the diligent effort put forth by management to address problem loan situations in recent years, management considers that the balance in the allowance for loan losses at June 30, 1999 is adequate. Net charge-offs amounted to $10 during the first nine months of fiscal year 1999, compared to net charge-offs of $27 during the first nine months of 1998. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb losses on existing loans that may become uncollectible, based on evaluation of the collectibility of loans and prior loss experience. The evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrowers' ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses, and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examinations. Loans are considered impaired when, based on current information and events, it is probable that the Bank will not be able to collect all amounts due. The portion of the allowance for loan losses applicable to impaired loans has been computed based on the present value of the estimated future cash flows of interest and principal discounted at the loan's effective interest rate or on the fair value of the collateral for collateral dependent loans. The entire change in present value of expected cash flows of impaired loans or of collateral value is reported as bad debt expense in the same manner in which impairment initially was recognized or as a reduction in the amount of bad debt expense that otherwise would be reported. As of June 30, 1999 and September 30, 1998, management had not identified any loans as impaired. Nonperforming Assets At June 30, 1999, the Bank had $242, of nonperforming assets, representing .50% of total assets. On September 30, 1998, the Bank had $410 of nonperforming assets, representing .88% of total assets. Impact on Inflation and Changing Prices The unaudited consolidated financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and results of operations in terms of historical dollars without considering changes in the relative purchasing power of money over time because of inflation. Unlike most industrial companies, virtually all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact on the Company's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Year 2000 Compliance The year 2000 has posed a unique set of challenges to those industries reliant on information technology. As a result of methods employed by early programmers, many software applications and operational programs may be unable to distinguish the year 2000 from the year 1900. If not effectively addressed, this problem could result in the production of inaccurate data, or, in the worst cases, the inability of the systems to continue to function altogether. Financial institutions are particularly vulnerable due to the industry's dependence on electronic data processing systems. In 1997, the Company started the process of identifying the hardware and software issues required to be addressed to assure year 2000 compliance. The Company began by assessing the issues related to the year 2000 and the potential for those issues to adversely affect the Company's operations and those of its subsidiaries. Since that time, the Company has established a Year 2000 Compliance Team (the Team) composed of representatives from key areas throughout the organization. It is the mission of this Team to identify areas subject to complications related to the year 2000 and to initiate remedial measures designed to eliminate any adverse effects on the Company's operations. The Team has identified all mission-critical software and hardware that may be adversely affected by the year 2000 and has required vendors to represent that the systems and products provided are or will be year 2000 compliant. All mission critical software was upgraded and tested to achieve year 2000 compliance. In addition, the Team developed contingency plans to address systems which do not become year 2000 compliant. Management has determined that if a business interruption as a result of Year 2000 issue occurred, such an interruption could be material. The primary effort required to prevent a potential business interruption is to assure the Company's third party processor is year 2000 compliant. As a cost saving measure, management contracted with a different third party processor and converted data during the quarter ended June 30, 1999. This third party processor has stated that Year 2000 remediation and testing efforts have been successfully completed. The Company is committed to a plan for achieving compliance, focusing not only on its own data processing systems, but also on its loan customers. The Team has taken steps to educate and assist its customers with identifying their year 2000 compliance problems. In addition, the Team has proposed policy and procedure changes to help identify potential risks to the Company and to gain an understanding of how customers are managing the risks associated with the year 2000. Management believes that the organization has an effective year 2000 compliance program in place and that additional expenditures required to bring its systems into compliance will not have a materially adverse effect on the Company's operations, cash flow, or financial condition. To date, year 2000 compliance expenditures have amounted to $40,000. Management expects total additional out-of-pocket expenditures to be less than $25,000. This includes costs to upgrade equipment specifically for the purpose of year 2000 compliance and certain administrative expenditures. However, the year 2000 problem is pervasive and complex and can potentially affect any computer process. Accordingly, no assurance can be given that year 2000 compliance can be achieved without additional unanticipated expenditures and uncertainties that might affect future financial results. The Federal banking regulators have established standards for achieving year 2000 compliance for federally insured depository institutions. If an institution fails to meet any of the established standards, its primary regulator may issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator's order is cured, the regulator may restrict the institution's growth rate and take any action the regulator deems appropriate. PART II - OTHER INFORMATION Item 1. Legal Proceedings In May 1999, a shareholder of CSB Financial Inc. filed a class action lawsuit in a Delaware court against the Company, its top executive and its directors for breach of fiduciary duty for failure to put an acquisition offer to shareholder vote. The class action is seeking buyout of current shares at $14.75 (offered purchase price). Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8K Exhibits: None. Reports on Form 8K: None. SIGNATURES Pursuant to the requirement 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. CSB Financial Group, Inc. Date: 8/13/1999 ------------------------ K. Gary Reynolds ------------------------------------ K. Gary Reynolds Chief Executive Officer and Director Date: 8/13/1999 ------------------------ Joanne Ticknor ------------------------------------ Joanne Ticknor Secretary and Treasurer EX-27 2
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1999 FORM 10-QSB OF CSB FINANCIAL GROUP, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 9-MOS SEP-30-1999 JUN-30-1999 1,562 0 0 0 15,192 216 216 29,471 215 48,124 37,652 0 296 0 0 0 10 10,166 48,124 1,666 764 0 2,430 1,160 1,160 1,270 54 0 990 324 224 0 0 224 .31 .31 0 242 0 0 0 171 10 0 215 215 0 0
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