CSB FINANCIAL GROUP INC
10QSB, 1996-05-15
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES 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 March 31, 1996

                                       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 of other jurisdiction                     (I.R.S. Employer I.D. Number)
of incorporation or organization

200 South Poplar, Centralia, Illinois         62801
- -----------------------------------------------------
(Address of principal executive officers)   (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  preceeding 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. [X] YES [ ] 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 May 10, 1996
- -----------------------------                -----------------------------------
Common Stock, Par Value $0.01                                1,035,000

<PAGE>

                                    CONTENTS


PART I.  FINANCIAL INFORMATION

Item I.  Financial Statements

        - Consolidated Statements of Financial Condition                    

        - Consolidated Statements of 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                                                                  




<PAGE>


CSB FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 1996 and September 30, 1995

<TABLE>
                                                                 March 31, September 30,
                                                                   1996        1995
                                                                 --------- -------------
                                                                 Unaudited    Audited
                                                                 --------- ------------- 
                                                                        (1,000's)
                                                                 -----------------------
<S>                                                              <C>          <C>
Cash and cash equivalents:
   Cash ........................................................   $   265    $   321
   Interest bearing deposits ...................................     3,973     10,585
                                                                   -------    -------
              Total cash and cash equivalents ..................     4,238     10,906

Securities purchased under agreements to resell ................       300
Securities available for sale ..................................    12,139      2,218
Securities held to maturity ....................................     2,360     10,979
Loans receivable, net ..........................................    21,516     19,277
Accrued interest receivable ....................................       337        290
Premises and equipment, net ....................................       249        252
Other assets ...................................................        72        698
                                                                   -------    -------
              Total assets .....................................   $41,211    $44,620
                                                                   -------    -------

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits .......................................................   $28,281    $38,696
Accrued interest payable .......................................         8          8
Deferred income taxes ..........................................       148        162
Other liabilities ..............................................        44        179
                                                                   -------    -------
              Total liabilities ................................    28,481     39,045
                                                                   -------    -------

Stockholders' Equity
   Preferred stock, par value $0.01 par value; 100,000 shares
      authorized and unissued                                            0          0
   Common stock, $0.01 par value; authorized 2,000,000 shares
      1,035,000 shares issued and outstanding ..................        10          0
   Paid-in capital .............................................     7,581          0
   Retained earnings ...........................................     5,757      5,559
   Unrealized gain (loss) on securities held available for sale,
      net of income tax effect .................................        (7)        16
   Unearned employee stock ownership plan shares ...............      (611)         0
                                                                   -------    -------
              Total stockholders' equity .......................    12,730      5,575
                                                                   -------    -------

              Total liabilities and stockholders' equity .......   $41,211    $44,620
                                                                   =======    =======
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>


CSB FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended March 31, 1996 and 1995
(Unaudited, in thousands except per share data)

<TABLE>
                                                                    Six Months Ended
                                                                        March 31,
                                                                    ----------------
                                                                     1996      1995
                                                                    -------   -------
<S>                                                                 <C>       <C>
Interest income:
   Interest and fees on loans ...................................   $   909   $   651
   Interest on investments ......................................       519       537
                                                                    -------   -------
              Total interest income .............................     1,428     1,188
                                                                    -------   -------

Interest expense:
   Interest on deposits .........................................       639       550
   Interest on other borrowings .................................         0         5
                                                                    -------   -------
              Total interest expense ............................       639       555
                                                                    -------   -------

              Net interest income ...............................       789       633
Provision for loan losses .......................................        35        24
                                                                    -------   -------

              Net interest income after provision for loan losses       754       609
                                                                    -------   -------

Non-interest income:
   Other fees ...................................................        22        21
   Insurance commissions ........................................         2         8
   Other ........................................................        10         6
                                                                    -------   -------
              Total other income ................................        34        35
                                                                    -------   -------

Non-interest expense:
   Compensation and employee benefits ...........................       246       190
   Occupancy and equipment ......................................        31        56
   Data processing ..............................................        38        37
   Audit, legal and other professional ..........................        61        22
   SAIF deposit insurance .......................................        32        34
   Advertising ..................................................        13        12
   Other ........................................................        62        16
                                                                    -------   -------
                                                                        483       367
                                                                    -------   -------
              Income before income taxes ........................       305       277
Income taxes ....................................................       107        73
                                                                    -------   -------
              Net income ........................................   $   198   $   204
                                                                    =======   =======

Earnings per share ..............................................   $  0.21   $  0.21
                                                                    =======   =======

Weighted average shares outstanding .............................   956,555   952,200
                                                                    =======   =======

</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


<PAGE>


CSB FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 1996 and 1995
(Unaudited, in thousands except per share data)

<TABLE>

                                                                   Three Months Ended
                                                                        March 31,
                                                                   ------------------
                                                                     1996      1995
                                                                    -------   -------
<S>                                                                 <C>       <C>
Interest income:
   Interest on loans ............................................   $   507   $   389
   Interest on investments ......................................       162       206
                                                                    -------   -------
              Total interest income .............................       669       595
                                                                    -------   -------

Interest expense:
   Interest on deposits .........................................       318       286
   Interest on other borrowings .................................         0         4
                                                                    -------   -------
              Total interest expense ............................       318       290
                                                                    -------   -------

              Net interest income ...............................       351       305
Provision for loan losses .......................................        12        18
                                                                    -------   -------

              Net interest income after provision for loan losses       339       287
                                                                    -------   -------

Non-interest income:
   Other fees ...................................................        11        11
   Insurance commissions ........................................         1         0
   Other ........................................................         6         1
                                                                    -------   -------
              Total other income ................................        18        12
                                                                    -------   -------

Non-interest expense:
   Compensation and employee benefits ...........................       106        94
   Occupancy and equipment ......................................        16        13
   Data processing ..............................................        12        15
   Audit, legal and other professional ..........................        25        11
   SAIF deposit insurance .......................................        16        16
   Advertising ..................................................         7         5
   Other ........................................................        49        31
                                                                    -------   -------
                                                                        231       185
                                                                    -------   -------
                 Income before income taxes .....................       126       114
Income taxes ....................................................        46        29
                                                                    -------   -------
              Net income ........................................   $    80   $    85
                                                                    =======   =======
Earnings per share ..............................................   $  0.09   $  0.09
                                                                    =======   =======

Weighted average shares outstanding .............................   955,191   952,200
                                                                    =======   =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.



<PAGE>


CSB FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended March 31, 1996 and 1995
(Unaudited, in thousands)
<TABLE>

                                                                        Six Months Ended
                                                                           March 31,
                                                                        -----------------
                                                                         1996      1995
                                                                        ------    -------
<S>                                                                     <C>       <C>
Cash Flows from Operating Activities:
   Net income ......................................................    $  198    $   181
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Provision for loan losses ....................................        35         24
      Provision for depreciation ...................................        10         10
      Employee stock ownership plan compensation expense ...........        60
      Deferred income taxes ........................................       (41)
      Amortization and accretion on securities .....................         7         (8)
      Change in assets and liabilities:
        (Increase) decrease in accrued interest receivable .........       (47)         5
        Decrease (increase) in other assets ........................       626       (152)
        Increase in accrued interest payable .......................        17
        (Decrease) increase in other liabilities ...................      (135)       127
                                                                       -------    -------
              Net cash provided by operating activities ............       754        163
                                                                       -------    -------

Cash Flows from Investing Activities:
   (Increase) in securities purchased under agreements to resell ...      (300)         0
   Proceeds from sale of securities available for sale .............     1,000        269
   Purchase of securities available for sale .......................    (2,246)         0
   Purchase of securities held to maturity .........................      (100)         0
   Increase in loans receivable ....................................    (2,274)      (645)
   Purchase of premises and equipment ..............................        (7)        (3)
   Proceeds from sale of other repossessed property ................        32
                                                                       -------    -------
              Net cash (used in) investing activities ..............    (3,927)      (347)
                                                                       -------    -------

Cash Flows from Financing Activities:
   Repayments of short-term borrowings .............................   $     0    $  (360)
   (Decrease) increase in deposits .................................   (10,415)       924
   Issuance of common stock, net of conversion expenses ............     6,920          0
                                                                       -------    -------
              Net cash (used in) financing activities ..............    (3,495)       564

              (Decrease) increase in cash and cash equivalents .....    (6,668)       380

Cash and cash equivalents at beginning of period ...................    10,906      1,202
                                                                       -------    -------

Cash and cash equivalents at end of period .........................   $ 4,238    $ 1,582
                                                                       -------    -------

Supplemental Disclosures:
      Cash paid for:
        Interest on deposits .......................................   $   639    $   538
        Interest on other borrowings ...............................         0          5
        Income taxes ...............................................   $    57    $   126

      Change in gross unrealized gain/loss on securities available
        for sale ...................................................   $   (37)   $    15

      Change in deferred taxes on unrealized gain/loss on securities
        available for sale .........................................   $    14    $    (6)

      Transfer of securities from held to maturity to available for
        sale .......................................................   $  7,983   $     0

</TABLE>
See Accompanying Notes to Consolidated Financial Statements.

<PAGE>


CSB FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note1.  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.  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 $698,000,  net proceeds
totaled  $7,582,000.  The Company's stock trades on the NASDAQ Small Caps market
under the symbol "CSBF".

The  acquisition of the Bank by the Company is being 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. and its wholly owned  subsidiary,  Centralia Savings Bank.
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, 1995. 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 March 31,  1996 the  results of  operations  for the
three  months ended March 31, 1996 and 1995,  and the results of its  operations
and cash flows for the six months ended March 31, 1996 and 1995. All adjustments
to the financial statements were normal and recurring in nature.

Operating  results for the three  months and six months ended March 31, 1996 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending September 30, 1996.


Note 3.  Earnings Per Share

Earnings per share is computed  based upon the weighted  average  common  shares
outstanding during the period. Unallocated shares of the ESOP are not considered
outstanding.  For  comparative  purposes,  the earnings  per share  presentation
assumes the stock  offering  occurred at the  beginning of the  earliest  period
presented or October 1, 1994.


Note 4.  Employee Stock Ownership Plan

In connection  with the conversion of the stock form of ownership,  the Board of
Directors  established an employee stock ownership plan (ESOP) for the exclusive
benefit of participating employees. Employees age 21 or older who have completed
one year of service are eligible to participate. Upon the issuance of the common
stock,  the ESOP  acquired  82,800 shares of $0.01 par value common stock at the
subscription  price of $8 per share.  The Bank makes  contributions  to the ESOP
equal to the ESOP's  debt  service  less  dividends  received  by the ESOP.  All
dividends  received  by the ESOP are used to pay debt  service.  The ESOP shares
were  pledged as  collateral  for its debt.  As the debt is  repaid,  shares are
released from collateral and allocated to active  employees,  based on the ratio
of debt service  paid to the total  original  principal  plus the interest to be
paid.  The Bank accounts for its ESOP in accordance  with  Statement of Position
93-6.  As shares are released  from  collateral,  the Bank reports  compensation
expense equal to the current  market price of the shares,  and the shares become
outstanding for earnings-per-share  calculations.  ESOP compensation expense was
$60,000 for the six months  ended March 31, 1996.  As of March 31,  1996,  there
were 77,003 unallocated ESOP shares with a fair value of $702,652.



<PAGE>


CSB FINANCIAL GROUP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


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,  mortgage-backed  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,  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.



<PAGE>


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 March 31, 1996 and September 30, 1995,
cash and cash equivalents totaled $4.2 million and $10.9 million,  respectively.
September 30, 1995 amount  included  deposits of 9.2 million for the purchase of
stock on October 5, 1995.

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 March 31,
1996, the Bank had no outstanding advances from the FHLB.

At December  31,  1995,  the Bank had  $609,000 in  outstanding  commitments  to
originate  loans.  The  Bank  anticipates  that it will  have  sufficient  funds
available to meet its current loan origination commitments.

Regulatory Capital

Federally insured savings associations such as the Bank are required to maintain
a  minimum  level  of  regulatory  capital.   The  capital  regulations  require
institutions to have tangible capital equal to 1.5% of total adjusted assets (as
defined by  regulation),  a minimum core capital  ratio of 3% of adjusted  total
assets, and a risk-based capital ratio of 8% of risk-based assets (as defined by
regulation).  The  risk-based  capital  requirement  is calculated  based on the
credit risk  presented  by both  on-balance-sheet  assets and  off-balance-sheet
commitments and obligations.  Assets are assigned a credit-risk  weighting based
upon their relative risk ranging from 0% for assets backed by the full faith and
credit of the United  States or that pose no credit risk to the  institution  to
100% for assets such as delinquent or repossessed  assets. As of March 31, 1996,
the Bank was in compliance with all of these capital requirements.

Financial Condition

Total  assets  decreased  $3,409,000  to  $41,211,000  at March  31,  1996  from
$44,620,000  at  September  30,  1995.  Cash  and  cash  equivalents   decreased
$6,668,000.  Cash and cash  equivalents  was higher at September 30, 1995 due to
$6,920,000 net proceeds generated by the Company's stock offering: $8,280,000 of
gross proceeds less $698,000 of conversion  expenses,  less $662,400  related to
shares purchased by the ESOP.

The  increase in loans of  $2,239,000  since  September  30, 1995 was  primarily
commercial  real  estate.  This  growth in loans was due to  expansion  into the
commercial loan market in early 1995.


<PAGE>


The increase in securities of $1,602,000 since September 30, 1995 was due to the
investment of funds generated by the Company's stock offering.

Deposits at September  30, 1995 were higher due primarily to $9,200,000 of stock
conversion  deposits.  The stock  offering was completed on October 5, 1995 thus
utilizing those deposits.

Results of Operations

Three months ended

Net Income - The  Company's net income for the three months ended March 31, 1996
was $80,000  compared to $85,000 for the three months ended March 31, 1995.  The
decrease in net  earnings  resulted  primarily  from an increase in  noninterest
expense of $46,000 offset by an increase in net interest  income of $46,000,  an
increase in other income of $6,000,  a decrease in the provision for loan losses
of $6,000,  an  increase  in other  income of $6,000,  and an increase in income
taxes of $17,000.

The increase in noninterest expense of $46,000 is attributable to an increase of
$12,000  in  compensation  and  employee  benefits  and a  $14,000  increase  in
professional fees and an increase of $18,000 in other nonoperating expenses.

The increase in  compensation  and employee  benefits is due to the recording of
$16,000 of compensation expense related to adoption of the ESOP. The increase in
professional fees was associated with the implementation of the ESOP.

Net Interest  Income - Interest income for the three months ended March 31, 1996
increased by $46,000 to $351,000  from $305,000 for the three months ended March
31, 1995. The increase is  attributable  to an increase in the yield on interest
earning assets.

Six months ended

Net  Interest  Income - Net  interest  income for the six months ended March 31,
1996 was $789,000 compared to $633,000 for the six months ended March 31, 1995.

Interest  Income - Interest  income  increased by $240,000  from  $1,188,000  to
$1,428,000  or by 20%,  during  the first six  months  of 1996  compared  to the
respective  period of 1995. This increase resulted from an increase in yields on
interest earning assets.  Yield on interest earning assets was 7.39% for the six
months ended March 31, 1996 compared to 7.10% for the six months ended March 31,
1995.

Interest  Expense - Interest expense  increased  $84,000 or 15%, to $639,000 for
the six months  ended March 31, 1996 from  $555,000 for the same period in 1995.
The increase was primarily  attributable  to the increase in the average cost of
deposits from 3.9% in 1995 to 4.6% in 1996 This increase in the cost of deposits
was reflective of the general  increase in rates paid to depositors  during this
period. Due to the increasing  interest rate environment for calendar year 1995,
there was an increase in the percentage of savings  customers using higher yield
certificates  of deposit instead of demand deposit  accounts.  This shift in the
deposit  mix has also had an  effect  on the  increase  in the  average  cost of
deposits.


<PAGE>


Net Income - The  Company's  net income for the six months  ended March 31, 1996
was $198,000 compared to $204,000 for the six months ended March 31, 1995.

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 six months ended March 31, 1996
and 1995, the provision for loan losses was $35,000 and $24,000, respectively.

Allowance  for Loan Losses - The  allowance for loan losses was $120,000 or .56%
of loans  receivable at March 31, 1996,  compared to $113,000,  or .58% of loans
receivable at September 30, 1995. The level of non-performing loans was 1.39% of
total loans at March 31, 1996 compared to 1.85% as of September 30, 1995.  Based
on current  reserve levels 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  believes its  reserves are  currently
adequate.

Net  charge-offs  amounted  to $28,000  for the six months  ended March 31, 1996
compared to net charge-offs of $19,000 for the six months ended March 31, 1995.

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.

On October 1, 1995, the Company  adopted  Financial  Accounting  Standards Board
Statement  No.  114  (Statement  No.  114).  "Accounting  by  Creditors  for the
Impairment of a Loan," as amended by Statement No. 118,  which requires loans to
be 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.

The adoption of Statement No. 114 had no effect on the financial statements.


<PAGE>


Noninterest  Income -  Noninterest  income was $ 34,000 for the six months ended
March 31, 1996 compared to $35,000 for the six months ended March 31, 1995.

Noninterest  Expense - Noninterest expense increased $119,000 for the six months
ended March 31, 1996 to $483,000  from  $364,000  for the six months ended March
31, 1996.  This increase  resulted from  increases in  compensation  expense and
professional fees. The increase in compensation  expense was attributable to the
recording  of $60,000 of  compensation  expense  related to the  adoption of the
ESOP. The increase in  professional  fees was associated with the acquisition of
the Carlyle branch,  implementation of the ESOP and a marketing study for branch
expansion.

The Bank's  effective  tax rate for the six months ended March 31, 1996 and 1995
was approximately 35.1% and 35.4%, respectively.

Nonperforming Assets

At March 31, 1996, the Bank had $321,000 of nonperforming  assets.  On September
30, 1995, the Bank had $362,000 nonperforming 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.

Federal Deposit Insurance Corporation's Assessment

A number of proposals are being  considered to recapitalize the SAIF in order to
eliminate the insurance premium disparity.  One proposal being considered by the
FDIC  provides  for a one-time  assessment  of as much as 85 to 90 basis  points
which  would  be  imposed  on all SAIF  insured  deposits.  Based on the  Bank's
SAIF-assessable  deposits as of March 31,  1996,  an 85 basis  point  assessment
could result in a one-time charge, net of taxes, of $156,000.






<PAGE>




                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

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:

         EX-27 Financial Data Schedule

         Reports on Form 8K:

         None.




<PAGE>


                                   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:    May 14, 1996                       /s/ K. Gary Reynolds
         ------------------------------     ------------------------------------
                                            K. Gary Reynolds
                                            Chief Executive Officer and Director


Date:    May 14, 1996                       /s/ Joanne Ticknor
         -------------------------------    ------------------------------------
                                            Joanne Ticknor
                                            Secretary and Treasurer







<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1996 10-QSB OF CSB FINANCIAL GROUP, INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             265
<INT-BEARING-DEPOSITS>                           3,973
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     12,139
<INVESTMENTS-CARRYING>                           2,360
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         21,636
<ALLOWANCE>                                        120
<TOTAL-ASSETS>                                  41,211
<DEPOSITS>                                      28,281
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                200
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                            10
<OTHER-SE>                                      12,720
<TOTAL-LIABILITIES-AND-EQUITY>                  41,211
<INTEREST-LOAN>                                    909
<INTEREST-INVEST>                                  519
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                 1,428
<INTEREST-DEPOSIT>                                 639
<INTEREST-EXPENSE>                                 639
<INTEREST-INCOME-NET>                              789
<LOAN-LOSSES>                                       35
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    483
<INCOME-PRETAX>                                    305
<INCOME-PRE-EXTRAORDINARY>                         198
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       198
<EPS-PRIMARY>                                      .21
<EPS-DILUTED>                                      .21
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   113
<CHARGE-OFFS>                                       28
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  120
<ALLOWANCE-DOMESTIC>                               120
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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