UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

[    ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 0-21714

CSB BANCORP, INC .

(Exact name of registrant as specified in its charter)

 

Ohio   34-1687530
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

                       91 North Clay Street, Millersburg, Ohio                                                                                      44654
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (330) 674-9015

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Common Shares, $6.25 par value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

   (   ) Yes  (X) No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

   (   ) Yes  (X) No

 

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.

   (X) Yes  (   ) No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

   (X) Yes  (   ) No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer (    ) Accelerated filer (    ) Non-accelerated filer (    ) Smaller reporting company (X)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

   (    ) Yes  (X) No

At June 30, 2016, the aggregate market value of the voting common equity held by non-affiliates of the registrant, based on a share price of $25.20 per common share (such price being the last trade price on such date) was $64.2 million.

At March 23, 2017, there were outstanding 2,742,242 of the registrant’s common shares, $6.25 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CSB Bancorp Inc.’s 2016 Annual Report to Shareholders are incorporated by reference in Parts I and II of this Form 10-K.

Portions of CSB Bancorp Inc.’s Proxy Statement dated March 17, 2017 are incorporated by reference in Part III of this Form 10-K.


PART I

I TEM  1. B USINESS .

General

CSB Bancorp, Inc. (“CSB”), is a registered financial holding company under the Bank Holding Company Act of 1956, as amended, and was incorporated under the laws of the State of Ohio in 1991. The Commercial and Savings Bank of Millersburg, Ohio (the “Bank”), an Ohio banking corporation chartered in 1879, is a wholly-owned subsidiary of CSB. The Bank is a member of the Federal Reserve System, and its deposits are insured up to the maximum amount provided by law by the Federal Deposit Insurance Corporation (“FDIC”). The primary regulators of the Bank are the Federal Reserve Board and the Ohio Division of Financial Institutions. In this Annual Report on Form 10-K sometimes CSB and the Bank are collectively referred to as the “Company.” CSB Investment Services, LLC is a wholly owned subsidiary of CSB that is licensed to engage in the business of insurance in the State of Ohio.

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this Annual Report on Form 10-K, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “estimates”, “may”, “feels”, “expects”, “believes”, “plans”, “will”, “would”, “should”, “could” and similar expressions are intended to identify these forward-looking statements but are not the exclusive means of identifying such statements. Examples of forward-looking statements include: (i) projections of income or expense, earnings per share, the payment or non-payment of dividends, capital structure and other financial items; (ii) statements of plans and objectives of the Company and of its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. Factors that could cause or contribute to such differences include, without limitation, risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including without limitation the risk factors disclosed in Item 1A of this Annual Report on Form 10-K.

Other factors not currently anticipated may also materially and adversely affect the Company’s business, financial condition, results of operations, or cash flows. There can be no assurance that future results will meet expectations. While the Company believes that the forward-looking statements in this Annual Report on Form 10-K are reasonable, the reader should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. The Company does not undertake, and expressly disclaims, any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statements. The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

Business Overview and Lending Activities

CSB operates primarily through the Bank and its other subsidiary, providing a wide range of banking, trust, financial and brokerage services to corporate, institutional and individual customers throughout northeast Ohio. The Bank provides retail and commercial banking services to its customers, including checking and savings accounts, time deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, installment loans, night depository facilities, brokerage, and trust services.

The Bank provides residential real estate, commercial real estate, commercial, and consumer loans to customers located primarily in Holmes, Tuscarawas, Wayne, Stark, and portions of surrounding counties in Ohio. The Bank’s market area has historically exhibited relatively stable economic conditions. Economic activity in the Company’s market area has been increasing at a steady pace for the past eight years. Reported unemployment levels at December 2016 in the four primary counties served by the Company ranged between 3.4% and 5.2% with a state

 

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unemployment average of 4.9% in December 2016. Many local employers report tight hiring conditions. Wage pressure has increased for entry level jobs in certain sectors such as banking, retail, and construction. The local housing market continues to improve with increased sales and housing construction levels in 2016 and some observable price appreciation. Ohio’s shale gas industry reported an uptick in the number of permits issued and drilling rigs operating during 2016. The increased activity was supported by oil prices recovering from record lows in January 2016 as well as regional gas producers maintaining output near historic highs to fund cash and debt service requirements. The Company’s market is adjacent to areas of primary shale activity.

Certain risks are involved in providing loans, including, but not limited to, the borrowers’ ability and willingness to repay the debt. Before the Bank extends a new loan or renews an existing loan to a customer, these risks are assessed through a review of the borrower’s past and current credit history, the collateral being used to secure the transaction if any, and other factors. For all commercial loan relationships greater than $300,000, the Bank’s internal credit department performs an annual risk rating review. In addition to this review, an independent outside loan review firm is engaged to review watch list and adversely classified credits over $250,000, all commercial loan relationships greater than $3 million, a sample of commercial loan relationships less than $3 million, and loans within an industry concentration. In addition, any loan over $100,000 identified as a problem credit by management and/or the external loan review consultants is assigned to the Bank’s “loan watch list,” and is subject to ongoing review by the Bank’s credit department and the assigned loan officer to ensure appropriate action is taken if deterioration continues.

Commercial loan rates are variable as well as fixed, and include operating lines of credit and term loans made to small businesses, primarily based on their ability to repay the loan from the cash flow of the business. Business assets such as equipment, accounts receivable, and inventory typically secure such loans. When the borrower is not an individual, the Bank generally obtains the personal guarantee of the business owner. These loans typically involve larger loan balances, are generally dependent on the cash flow of the business, and thus may be subject to a greater extent to adverse conditions in the general economy or in a specific industry. Management reviews the borrower’s cash flows when deciding whether to grant the credit in order to evaluate whether estimated future cash flows will be adequate to service principal and interest of the new obligation in addition to existing obligations.

Commercial real estate loans are primarily secured by borrower-occupied business real estate and are dependent on the ability of the related business to generate adequate cash flow to service the debt. Commercial real estate loans are generally originated with a loan-to-value ratio of 80% or less. Commercial construction loans are secured by commercial real estate and in most cases the Bank also provides the permanent financing. The Bank monitors advances and the maximum loan to value ratio is typically limited to the lesser of 90% of cost or 80% of appraisal value. Management performs much of the same analysis when deciding whether to grant a commercial real estate loan as when deciding whether to grant a commercial loan.

Residential real estate loans carry both fixed and variable rates and are secured by the borrower’s residence. Such loans are made based on the borrower’s ability to make repayment from employment and other income. Management assesses the borrower’s ability and willingness to repay the debt through review of credit history and ratings, verification of employment and other income, review of debt-to-income ratios, and other measures of repayment ability. The Bank generally makes these loans in amounts of 80% or less of the value of the collateral or up to 95% of collateral value with private mortgage insurance. An appraisal from a qualified real estate appraiser or an evaluation based on comparable market values is obtained for substantially all loans secured by real estate. Residential construction loans are secured by residential real estate that generally will be occupied by the borrower upon completion. The Bank usually makes the permanent loan at the end of the construction phase. Generally, construction loans are made in amounts of 80% or less of the value of the as-completed collateral.

Home equity lines of credit are made to individuals and are secured by second or first mortgages on the borrower’s residence. Loans are based on similar credit and appraisal criteria used for residential real estate loans; however, loans up to 100% of the value of the property may be approved for borrowers with excellent credit histories. These loans typically bear interest at variable rates and require minimum monthly payments of the accrued interest.

Installment loans to individuals include unsecured loans and loans secured by recreational vehicles (“RV’s”), automobiles, and other consumer assets. Consumer loans for the purchase of new RV’s and new automobiles generally do not exceed 110% of Manufacturer’s Suggested Retail Price (MSRP) on RV’s or 110% of the MSRP of an automobile. Loans for used RV’s and automobiles do not exceed 120% of the “clean trade-in value” as reported in the current “NADA” used guides. Overdraft protection loans are unsecured personal lines of credit to individuals who have demonstrated good credit character with reasonably assured sources of income and satisfactory credit histories. Consumer loans generally involve more risk than residential mortgage loans because of the type and nature of collateral and, in certain types of consumer loans, absence of collateral. Since these loans are generally repaid from ordinary income of the individual or family unit, repayment may be adversely affected by job loss, divorce, ill health, or by a general decline in economic conditions. The Bank assesses the borrower’s ability and willingness to

 

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repay through a review of credit history, credit ratings, debt-to-income ratios and other measures of repayment ability.

While CSB’s chief decision-makers monitor the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable operating segment. For a discussion of CSB’s financial performance for the fiscal year ended December 31, 2016, see the Consolidated Financial Statements and Notes to the Consolidated Financial Statements found in Item 8 of this Annual Report on Form 10-K.

Employees

At December 31, 2016, the Company had 182 employees, 147 of which were employed on a full-time basis. CSB has no separate employees not also employed by the Bank. No employees are covered by collective bargaining agreements. Employees are provided benefit programs, some of which are contributory. Management considers its employee relations to be good.

Competition

The Bank operates in a highly competitive industry due, in part, to Ohio law permitting statewide branching by banks, savings and loan associations, and credit unions. Ohio and federal law also permit nationwide interstate banking. In its primary market area of Holmes, Tuscarawas, Wayne, Stark, and surrounding Ohio counties, the Bank competes for new deposit dollars and loans with other commercial banks, including both large regional banks and smaller community banks, as well as savings and loan associations, credit unions, finance companies, insurance companies, brokerage firms, investment companies, and technology-based providers of financial services (sometimes referred to as “fintech” companies).

Competition within the financial service industry continues to increase as a result of mergers between, and expansion of, financial service providers within and outside of the Bank’s primary market areas. In addition, securities firms and insurance companies that have elected to become financial holding companies may acquire commercial banks and other financial institutions, which can create additional competitive pressure.

Investor Relations

The Company’s website address is www.csb1.com . The Company makes available its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, free of charge on its website as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (the “SEC”). The Company also makes available through its website, other reports filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including its proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as the Company’s Code of Ethics. The Company does not intend for information contained in its website to be incorporated by reference into this Annual Report on Form 10-K.

In addition, the Company’s filings with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Washington DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. These filings are also available on the SEC’s website at www.sec.gov free of charge as soon as reasonably practicable after the Company has filed the above referenced reports.

Supervision and Regulation of CSB and the Bank

CSB and the Bank are subject to extensive regulation by federal and state regulatory agencies. The regulation of financial holding companies and their subsidiaries by bank regulatory agencies is intended primarily for the protection of consumers, depositors, federal deposit insurance funds, and the banking system as a whole and not for the protection of shareholders.

CSB is a bank holding company that has registered with the Federal Reserve Board (“FRB”) as a financial holding company under the Bank Holding Company Act, as amended (the “BHC Act”). Pursuant to the Gramm-Leach-Bliley Act of 1999 (“GLBA”), a bank holding company may become a financial holding company if each of its subsidiary banks is “well-capitalized” under regulatory “prompt corrective action” provisions, is “well-managed,” and has at least a “satisfactory” rating under the Community Reinvestment Act (“CRA”) by filing a declaration with the FRB that the bank holding company wishes to become a financial holding company. CSB has been a financial holding company since 2005. No prior regulatory approval is required for a financial holding company to acquire certain companies, other than banks and savings associations, that are financial in nature as determined by the FRB.

GLBA defines “financial in nature” to include securities underwriting, dealing, and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency activities; merchant banking activities; and activities that the FRB has determined to be closely related to banking. Bank subsidiaries of a financial holding company must continue to be well-capitalized and well-managed in order to continue to engage in activities that are

 

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financial in nature without regulatory actions or restrictions, which could include divestiture of the subsidiary or subsidiaries. In addition, a financial holding company or a bank subsidiary of a financial holding company may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or bank has a CRA rating of satisfactory or better.

As a financial holding company, CSB is subject to regulation, examination, and supervision by the FRB under the BHC Act. CSB is also subject to the disclosure and regulatory requirements of the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, as administered by the SEC.

The Bank, as an Ohio state-chartered bank and member of the Federal Reserve System, is subject to regulation, supervision, and examination by the Ohio Division of Financial Institutions and the FRB. Because the FDIC insures its deposits, the Bank is also subject to certain regulations of that federal agency. The FDIC is an independent federal agency which insures the deposits, up to prescribed statutory limits, of federally-insured banks and savings associations, and safeguards the safety and soundness of the financial institution industry. The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC and the Bank is subject to deposit insurance assessments to maintain the Deposit Insurance Fund. In addition, the Bank is subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”) established by the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010 (the “Dodd-Frank Act”).

The earnings, dividends, and other aspects of the operations and activities of CSB and the Bank are affected by state and federal laws and regulations, and by policies of various regulatory authorities. These policies include, for example, statutory maximum lending rates, requirements on maintenance of reserves against deposits, domestic monetary policies of the FRB, United States fiscal and economic policies, international currency regulations, and monetary policies, certain restrictions on relationships with many phases of the securities business, and capital adequacy, and liquidity restraints.

The following information describes selected federal and state statutory and regulatory provisions that have, or could have, a material impact on the Company’s business. This discussion is qualified in its entirety by reference to the full text of the particular statutory or regulatory provisions. These statutes and regulations are continually under review by the United States Congress and state legislatures, and state and federal regulatory agencies. A change in statutes, regulations, or regulatory policies applicable to CSB and its subsidiaries could have a material effect on their respective businesses.

Regulation of Bank Holding Companies

As a financial holding company under GLBA, CSB’s activities are subject to extensive regulation by the FRB. CSB is required to file reports with the FRB and provide such additional information as the FRB may require, and is subject to regular examination and inspection by the FRB.

The FRB has extensive enforcement authority over bank holding companies, including the ability to assess civil money penalties, issue cease and desist orders, and require that a bank holding company divest subsidiaries (including subsidiary banks). The FRB may initiate enforcement actions for violations of laws and regulations, and for unsafe and unsound practices. Under FRB policies, a bank holding company is expected to act as a “source of strength” to its subsidiary banks and to commit resources to support those subsidiary banks. Under this policy, the FRB may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank.

The BHC Act requires the prior approval of the FRB in cases where a bank holding company proposes to acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by it, acquire all or substantially all of the assets of another bank or another financial or bank holding company, or merge or consolidate with any other financial or bank holding company.

The FRB also regulates and provides limitations on transactions between affiliates of a bank holding company, loans to directors and officers of bank affiliates, securities transactions, and liability for losses incurred by commonly controlled banks in certain circumstances.

 

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Regulatory Capital

The FRB adopted risk-based capital guidelines for bank holding companies and state member banks, designed to absorb losses. The guidelines provide a systematic analytical framework, which makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy and minimizes disincentives to holding liquid, low-risk assets. Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.

New Basel III Capital Rules (“Basel III”) became effective on January 1, 2015, and contain a new capital conservation buffer and deductions from common equity capital that phase in from January 1, 2016, through January 1, 2019, and deductions from common equity tier 1 capital that will mostly phase in from January 1, 2015, through January 1, 2019.

The new rules include (a) a new common equity tier 1 capital ratio of at least 4.5%, (b) a minimum Tier 1 capital ratio of 6.0%, (c) a minimum capital to risk-weighted assets ratio of 8.0%, and (d) a minimum leverage ratio of 4%.

Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus, and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for loan and lease losses, subject to new eligibility criteria, less applicable deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels). The deductions phase in through 2019.

Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The new rules placed restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. The capital conservation buffer is phased in beginning January 1, 2016 at 0.625% and will be fully phased in at 2.50% by January 1, 2019.The required capital conservation buffer for January 1, 2017 is 1.25%.

Pursuant to the Federal Reserve’s Small bank Holding Company Policy (“SBHC Policy”), a holding company with assets of less than $1 billion and meeting certain other requirements is not required to comply with the consolidated capital requirements. At December 31, 2016, CSB was deemed to be a small bank holding company under the SBHC Policy. The bank, however, must comply with the new capital requirements.

The implementation of Basel III did not have a material impact on CSB’s or the Bank’s capital ratios.

 

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Prompt Corrective Action

The federal banking agencies have established a system of “prompt corrective action” to resolve certain of the problems of undercapitalized institutions. This system is based on five capital level categories for insured depository institutions: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized”, and “critically undercapitalized.”

The federal banking agencies may (or in some cases must) take certain supervisory actions depending upon a bank’s capital level. For example, the banking agencies must appoint a receiver or conservator for a bank within 90 days after it becomes “critically undercapitalized” unless the bank’s primary regulator determines, with the concurrence of the FDIC, that other action would better achieve regulatory purposes. Banking operations otherwise may be significantly affected depending on a bank’s capital category. For example, a bank that is not “well capitalized” generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, and the holding company of any undercapitalized depository institution must guarantee, in part, specific aspects of the bank’s capital plan for the plan to be acceptable.

In order to be “well-capitalized,” a bank must have a common equity tier 1 capital ratio of 6.5%, a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8% and a leverage ratio of at least 5%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.

As of December 31, 2016, the Bank met the ratio requirements in effect at that date to be deemed “well-capitalized.” See Note 12 of the Notes to Consolidated Financial Statements located on page 51 of CSB’s 2016 Annual Report, which is incorporated herein by reference. Management of the Company believes the Bank also meets the capital requirements to be deemed “well-capitalized” under the new guidelines.

Deposit Insurance

Substantially all of the deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund of the FDIC, and the Bank is assessed quarterly deposit insurance premiums to maintain the Deposit Insurance Fund. Insurance premiums for each insured institution are determined based upon the institution’s capital level and supervisory rating provided to the FDIC by the institution’s primary federal regulator and other information deemed by the FDIC to be relevant to the risk posed to the Deposit Insurance Fund by the institution. The assessment rate is then applied to the amount of the institution’s assessment base to determine the institution’s insurance premium. The deposit insurance assessment base is calculated on average assets less average tangible equity.

Effective July 1, 2016 the FDIC revised the deposit insurance premium assessment method for banks with less than $10 billion in assets that have been insured by the FDIC for at least five years. The change revised the financial ratios method so that it would be based on a statistical model estimating the probability of failure of a bank over three years; updated the financial measures used in the financial ratios method consistent with the statistical model; and eliminated risk categories for established small banks by using the financial ratios method to determine assessment rates for all such banks (subject to minimum or maximum initial assessment rates based upon a bank’s composite examination rating).

As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, federally-insured institutions. It also may prohibit any federally-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the Deposit Insurance Fund. The FDIC also has the authority to take enforcement actions against insured institutions. Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or written agreement entered into with the FDIC.

The management of the Bank does not know of any practice, condition, or violation that might lead to termination of deposit insurance.

Fiscal and Monetary Policies

The business and earnings of CSB are affected significantly by the fiscal and monetary policies of the United States Government and its agencies. These policies are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. CSB is particularly affected by the policies of the FRB, which has regulatory authority over the supply of money and credit in the United States.

The monetary policies of the FRB have had a significant effect on the operating results of financial institutions in the past and are expected to continue to have significant effects in the future. In view of the changing conditions in the economy, the money markets and the activities of monetary and fiscal authorities, the Company can make no definitive predictions as to future changes in interest rates, credit availability or deposit levels.

 

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Limits on Dividends and Other Payments

There are various legal limitations on the extent to which subsidiary banks may finance or otherwise supply funds to their parent holding companies. Under applicable federal and state laws, subsidiary banks may not, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, their bank holding companies. Subsidiary banks are also subject to collateral security requirements for any loan or extension of credit permitted by such exceptions.

Payments of dividends by the Bank are limited by applicable state and federal laws and regulations. The ability of CSB to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends that may be declared by the Bank. However, the FRB expects CSB to serve as a source of strength for the Bank and may require CSB to retain capital for further investment in the Bank, rather than pay dividends to CSB shareholders. Payment of dividends by the Bank may be restricted at any time at the discretion of its applicable regulatory authorities, if they deem such dividends to constitute an unsafe or unsound banking practice. These provisions could have the effect of limiting CSB’s ability to pay dividends on its common shares.

The FRB issued a policy statement that provides that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. At December 31, 2016, approximately $12.1 million of the total shareholders’ equity of the Bank was available for payment to CSB without the prior approval of the applicable regulatory authorities. See Note 12 of the “Notes to Consolidated Financial Statements located on page 52 of CSB’s 2016 Annual Report.

Customer Privacy

Under the GLBA, federal banking agencies have adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require distribution of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to nonaffiliated third parties.

USA Patriot Act

In response to the events of September 11, 2001, the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) was signed into law in October, 2001. The Patriot Act provides for financial institutions to establish programs and procedures to combat money laundering and terrorist financing. In addition, federal banking agencies are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering policies, procedures, and controls of the applicants.

The Bank has established policies and procedures to be compliant with the requirements of the Patriot Act.

 

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Corporate Governance

The Sarbanes-Oxley Act of 2002 (“SOX”) effected broad reforms to areas of financial disclosure and corporate governance. The Board of Directors reviews the Company’s corporate governance practices on a continuing basis. In accordance with section 302(a) of SOX, written certifications by CSB’s Chief Executive Officer and Chief Financial Officer are required to certify that CSB’s quarterly and annual reports filed with the SEC do not contain any untrue statement of a material fact or fail to state a material fact. CSB has also implemented a program designed to comply with Section 404 of SOX, which includes identification of significant processes and accounts, documentation of the design of control effectiveness over process and entity-level controls, and testing of the operating effectiveness of key controls. CSB is exempt from the requirement for external accountant attestation on internal controls, pursuant to provisions of the Dodd-Frank Act. However, CSB may reach the requirement for an external accountant attestation in 2017. Management’s assessment of internal controls over financial reporting is located on page 23 of the CSB 2016 Annual Report.

Effect of Environmental Regulation

Compliance with federal, state and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect upon the capital expenditures, earnings or competitive position of CSB or its subsidiaries. CSB believes the nature of the operations of its subsidiaries has little, if any, environmental impact. CSB, therefore, anticipates no material capital expenditures for environmental control facilities for its current fiscal year or for the foreseeable future.

CSB believes its primary exposure to environmental risk is through the lending activities of the Bank. In cases where management believes environmental risk potentially exists, the Bank mitigates environmental risk exposure by requiring environmental site assessments at the time of loan origination to confirm collateral quality as to commercial real estate parcels posing higher than normal potential for environmental impact, as determined by reference to present and past uses of the subject property and adjacent sites.

Executive and Incentive Compensation

In June 2010, the federal banking agencies issued joint interagency guidance on incentive compensation policies (the “Joint Guidance”) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. This principles-based guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should: (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks; (ii) be compatible with effective internal controls and risk management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

Pursuant to the Joint Guidance, the FRB will review as part of a regular, risk-focused examination process, the incentive compensation arrangements of financial institutions such as the Company. Such review will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination and deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against an institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and prompt and effective measures are not being taken to correct the deficiencies.

The Company’s board and management believe its policies and procedures related to Executive and Incentive Compensation are compliant with the Joint Guidance.

Future Legislation

Various and significant legislation affecting financial institutions and the financial industry is from time to time introduced by the U.S. Congress and state legislatures, as well as by regulatory agencies. Such legislation may continue to change banking statutes and the operating environment of CSB and its subsidiaries in substantial and unpredictable ways, and could significantly increase or decrease costs of doing business, limit or expand permissible activities or affect the competitive balance among financial institutions. The nature and extent of future legislative and regulatory changes affecting financial institutions remains very unpredictable.

 

9


Statistical Disclosures

The following schedules present, for the periods indicated, certain financial and statistical information of the Company as required under the SEC’s Industry Guide 3 “Statistical Disclosures by Bank Holding Companies,” or a specific reference as to the location of required disclosures in the Company’s 2016 Annual Report.

Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential

The information set forth under the heading, “Average Balance Sheets and Net Interest Margin Analysis” located on page 11 of the Company’s 2016 Annual Report is incorporated by reference herein.

The information set forth under the heading, “Rate/Volume Analysis of Changes in Income and Expense” located on page 12 of the Company’s 2016 Annual Report is incorporated by reference herein.

Investment Portfolio

The following is a schedule of the fair value of securities at December 31:

 

(Dollars in thousands)                                       
               2016                    2015                    2014      

Securites available-for-sale, at fair value

              

U.S. Treasury security

  $        1,001       $        1,000       $        1,000    

U.S. Government agencies

       6,402            18,118            25,079    

Mortgage-backed securities of government agencies

       55,837            63,179            48,347    

Other mortgage-backed securities

       65            104            141    

Asset-backed securities of government agencies

       1,266            1,392            2,604    

State and political subdivisions

       29,708            25,301            18,267    

Corporate bonds

       9,516            18,811            4,542    

Equity securities

       80            64            128    
    

 

 

      

 

 

      

 

 

 

Total available-for-sale

  $        103,875       $        127,969       $        100,108    
    

 

 

      

 

 

      

 

 

 

Securities held-to-maturity, at fair value

              

U.S. Government agencies

  $        9,093       $        15,852       $        16,635    

Mortgage-backed securities of government agencies

       14,351            18,159            22,315    
    

 

 

      

 

 

      

 

 

 

Total held-to-maturity

  $        23,444       $        34,011       $        38,950    
    

 

 

      

 

 

      

 

 

 

 

10


The following is a schedule of maturities for each category of debt securities and the related weighted average yield of such securities as of December 31, 2016:

 

              One Year or Less               After One Year
    Through Five Years    
          Maturing
After Five Years
    Through Ten Years    
              After Ten Years               Total  
(Dollars in thousands)         Amortized
Cost
    Yield           Amortized
Cost
    Yield           Amortized
Cost
    Yield           Amortized
Cost
    Yield           Amortized
Cost
    Yield  

Available-for-sale:

                             

U.S. Treasury

  $       1,001       0.72     $       -       -     $       -       -     $       -       -     $       1,001       0.72  

U.S. Government agencies

      -       -           6,000       1.67           500       1.85           -       -           6,500       1.69    
Mortgage-backed securities of government agencies       49       1.23           1,997       2.00           8,081       2.45           46,060       2.16           56,187       2.19    

Other mortgage-backed securities

      -       -           65       3.07           -       -           -       -           65       3.07    

Asset-backed securities of government agencies

      -       -           -       -           -       -           1,312       1.84           1,312       1.77    

State and political subdivisions

      2,763       1.83           7,345       3.72           13,134       3.53           6,765       3.26           30,007       3.36    

Corporate bonds

      500       2.44           6,632       2.45           2,000       3.13           500       4.00           9,632       2.67    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total

  $       4,313       1.64     $       22,039       2.62     $       23,715       3.09           54,637       2.30     $       104,704       2.52  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Held-to-maturity:

                             

U.S. Government agencies

  $       -       -     $       -       -     $       3,474       2.04     $       5,998       2.01      $       9,472       2.02  
Mortgage-backed securities of government agencies       -       -           -       -           -       -           14,411       1.75           14,411       1.75    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total

  $       -       -     $       -       -     $       3,474       2.04     $       20,409       1.83     $       23,883       1.86  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

The weighted average yields are calculated using amortized cost of investments and are based on coupon rates for securities purchased at par value, and on effective interest rates considering amortization or accretion if securities were purchased at a premium or discount. The weighted average yield on tax-exempt obligations is presented on a tax-equivalent basis based on the Company’s marginal federal income tax rate of 34%.

 

11


Loan Portfolio

Total loans on the balance sheet are comprised of the following classifications at December 31:

 

(Dollars in thousands)             2016                   2015                   2014                   2013                   2012      

Commercial

  $       134,268       $       123,143       $       123,813       $       117,478       $       104,899    

Commercial real estate

      159,475           148,775           139,695           129,828           119,192    

Residential real estate

      144,489           125,775           121,684           111,445           110,412    

Construction and land development

      23,428           15,452           17,446           13,444           23,358    

Consumer

      13,308           9,268           7,913           6,687           6,480    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total loans

  $       474,968       $       422,413       $       410,551       $       378,882       $       364,341    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

The following is a schedule of maturities of loans based on contract terms and assuming no amortization or prepayments, excluding residential real estate mortgage and installment loans, as of December 31, 2016:

 

          Maturing  
(Dollars in thousands)             One Year    
or Less
              One Through    
Five Years
              After Five    
Years
              Total      

Commercial

  $       66,263       $       39,081       $       28,924       $       134,268    

Commercial real estate

      5,521           21,980           131,974           159,475    

Construction and land development

      2,589           1,398           19,441           23,428    
   

 

 

     

 

 

     

 

 

     

 

 

 

Total

  $       74,373       $       62,459       $       180,339       $       317,171    
   

 

 

     

 

 

     

 

 

     

 

 

 

The following is a schedule of fixed rate and variable rate commercial, commercial real estate and construction and land development loans due after one year from December 31, 2016.

 

(Dollars in thousands)           Fixed Rate             Variable Rate  
Total commercial, commercial real estate and construction and land development
loans due after one year
   $        33,200      $        209,598  

The following schedule summarizes nonaccrual, past due and restructured loans.

 

(Dollars in thousand)             2016                   2015                   2014                   2013                   2012      

Loans accounted for on a nonaccural basis

  $       1,449       $       1,576       $       3,668       $       2,234       $       3,206    
Accruing loans that are contractually past due 90 days or more as to interest or principal payments       235           105           281           1,036           131    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total

  $       1,684       $       1,681       $       3,949       $       3,270       $       3,337    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

The policy for placing loans on nonaccrual status is to cease accruing interest on loans when management believes that collection of interest is doubtful, when commercial loans are past due as to principal and interest 90 days or more or when mortgage loans are past due as to principal and interest 120 days or more, except that in certain circumstances interest accruals are continued on loans deemed by management to be well-secured and in process of collection. In such cases, loans are individually evaluated in order to determine whether to continue income recognition after 90 days beyond the due date. When loans are placed on nonaccrual, any accrued interest is charged against interest income. Consumer loans are not placed on nonaccrual but are charged-off after 90 days past due.

 

12


Information regarding impaired loans at December 31 is as follows:

 

(Dollars in thousands)                 2016                           2015                           2014          

Total recorded investment of impaired loans

  $       7,173       $       8,731       $       9,219    

Less portion for which no allowance for loan loss is allocated

      3,326           7,469           7,724    

Portion of impaired loan balance for which an allowance for loan losses is allocated

      3,847           1,262           1,495    

Portion of allowance for loan losses allocated to the impaired loan balance at December 31

      729           389           184    

For the year ended December 31, 2016, interest income recognized on impaired loans amounted to $312 thousand, while $426 thousand would have been recognized had the loans been performing under their contractual terms. For the year ended December 31, 2015, interest income recognized on impaired loans amounted to $309 thousand, while $442 thousand would have been recognized had the loans been performing under their contractual terms. For the year ended December 31, 2014, interest income recognized on impaired loans amounted to $359 thousand while $559 thousand would have been recognized had the loans been performing under their contractual terms.

Impaired loans are comprised of commercial, commercial real estate and residential real estate loans, and are carried at the present value of expected cash flows discounted at the loan’s effective interest rate or at fair value of the collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans.

Smaller-balance homogeneous loans are evaluated for impairment in total. Such loans include residential first-mortgage loans secured by one to four-family residences, residential construction loans, automobile loans, home equity loans and second-mortgage loans. These consumer loans are included in nonaccrual and past due disclosures above as well as impaired loans when they become nonperforming. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower’s business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Impaired loans or portions thereof, are charged-off when deemed uncollectible.

At December 31, 2016, no loans were identified that management had serious doubts about the borrowers’ ability to comply with present loan repayment terms that are not included in the tables set forth above. On a monthly basis, the Company internally classifies certain loans based on various factors. At December 31, 2016, these amounts, including impaired and nonperforming loans, amounted to $15.1 million of substandard loans and $0 doubtful loans.

As of December 31, 2016, there were no concentrations of loans greater than 10% of total loans that were not otherwise disclosed as a category of loans in the loan portfolio table set forth above.

 

13


Summary of Loan Loss Experience

The following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios for the years ended December 31:

 

(Dollars in thousands)                 2016                           2015                           2014                           2013                           2012          
LOANS                    
Average loans outstanding during period   $       448,941       $       412,147       $       405,973       $       374,821       $       342,868    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
ALLOWANCE FOR LOAN LOSSES                    
Balance at beginning of period   $       4,662       $       4,381       $       5,085       $       4,580       $       4,082    
Loans charged-off:                    
Commercial       297           109           1,005           190           29    
Commercial real estate       50           61           379           108           283    
Residential real estate       12           132           27           82           106    
Construction and land development       -           -           -           -           -    
Consumer       59           46           11           48           89    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Total loans charged-off       418           348           1,422           428           507    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Recoveries of loans previously charged-off:                    
Commercial       214           199           28           25           16    
Commercial real estate       334           13           8           -           -    
Residential real estate       5           18           25           18           102    
Construction and land development       -           -           -           -           -    
Consumer       1           10           14           50           64    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Total loans recoveries       554           240           75           93           182    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Net loans (recovered) charged-off       (136)          108           1,347           335           325    
Provision charged to operating expense       493           389           643           840           823    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Balance at end of period   $       5,291       $       4,662       $       4,381       $       5,085       $       4,580    
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Ratio of net charge-offs to average loans outstanding for period       (0.03)        0.03         0.33         0.09         0.09  

The allowance for loan losses balance and provision charged to expense are determined by management based on periodic reviews of the loan portfolio, past loan loss experience, economic conditions, and various other circumstances subject to change over time. In making this judgment, management reviews selected large loans, as well as impaired loans, other delinquent, nonaccrual and problem loans and loans to industries experiencing economic difficulties. The collectability of these loans is evaluated after considering current operating results and financial position of the borrower, estimated market value of collateral, guarantees and the Company’s collateral position versus other creditors. Judgments, which are necessarily subjective, as to the probability of loss and amount of such loss are formed on these loans, as well as other loans taken together.

 

14


The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios. While management’s periodic analysis of the adequacy of the allowance for loan losses may allocate portions of the allowance for specific problem-loan situations, the entire allowance is available for any loan charge-offs that occur.

 

    Allocation of the Allowance for Loan Losses  
    (Dollars in thousands)  
    Allowance
Amount
    Percentage
of Loans
in Each
Category
to Total
Loans
    Allowance
Amount
    Percentage
of Loans
in Each
Category
to Total
Loans
    Allowance
Amount
    Percentage
of Loans
in Each
Category
to Total
Loans
    Allowance
Amount
    Percentage
of Loans
in Each
Category
to Total
Loans
    Allowance
Amount
    Percentage
of Loans
in Each
Category
to Total
Loans
 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    December 31, 2016       December 31, 2015       December 31, 2014       December 31, 2013       December 31, 2012  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Commercial     $ 2,207         28.27     $ 1,664         29.15        $ 1,289         30.16       $ 1,219         31.00       $ 933         28.79  
Commercial real estate     1,264         33.58         1,271         35.22         1,524         34.02         1,872         34.27         1,902         32.71    
Residential real estate     1,189         30.42         1,086         29.78         1,039         29.64         1,205         29.41         1,096         30.30    
Construction & land development     178         4.93         123         3.66         142         4.25         178         3.55         253         6.41    
Consumer     141         2.80         86         2.19         60         1.93         91         1.77         76         1.79    
Unallocated     312           432           327           520           320      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Total     $         5,291         100.00        $         4,662         100.00       $         4,381         100.00       $         5,085         100.00       $         4,580         100.00  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

15


Deposits

The following is a schedule of average deposit amounts and average rates paid on each category for the periods indicated:

 

         

Average Amounts Outstanding

Year ended December 31,

   

Average Rate Paid

Year ended December 31,

 
   

 

 

   

 

 

 
(Dollars in thousands)                 2016                           2015                           2014                     2016                     2015                     2014          

Noninterest-bearing demand

  $       156,287       $       144,513       $       124,525         N/A       N/A       N/A  

Interest-bearing demand

      83,956           77,689           73,307         0.04       0.03       0.05  

Savings deposits

      163,271           158,531           151,822         0.08         0.07         0.09    

Time deposits

      116,427           125,180           129,676         0.73         0.75         0.77    
   

 

 

     

 

 

     

 

 

       

Total deposits

  $       519,941       $       505,913       $       479,330          
   

 

 

     

 

 

     

 

 

       

The Bank does not have any material deposits by foreign depositors.

The following is a schedule of maturities of time certificates of deposit in amounts of $100,000 or more, as of December 31, 2016:

 

(Dollars in thousands)            

Three months or less

  $       4,152    

Over three through six months

      4,892    

Over six through twelve months

      9,127    

Over twelve months

      21,077    
   

 

 

 

Total

  $             39,248    
   

 

 

 

Return on Equity and Assets

 

             2016                     2015                     2014          

Return on average assets

     1.03       0.95       0.97  

Return on average shareholders’ equity

     10.44         10.07         10.60    

Dividend payout ratio

     31.71         34.55         34.42    

Average shareholders’ equity to average assets

     9.91         9.44         9.18    

Short-Term Borrowings

Short-term borrowings consist of securities sold under agreements to repurchase, short-term advances through the Federal Home Loan Bank, and federal funds purchased. Securities sold under agreements to repurchase mature one (1) business day from the transaction date. Federal funds purchased generally have overnight terms. Information concerning short-term borrowings is summarized as follows:

 

(Dollars in thousands)                 2016                           2015                           2014          
Securities sold under agreements to repurchase, federal funds purchased and short-term advances at year-end   $       48,742       $       48,598       $       46,627    
Average balance outstanding       51,801           51,571           51,855    
Maximum outstanding at any month end during the year       55,642           54,462           63,717    
Weighted-average interest rate at year-end       0.16         0.14         0.14  
Weighted-average rate during the year       0.14           0.14           0.15    

 

16


I TEM  1A.  R ISK F ACTORS .

Risks Related to the Company’s Business

Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of the Company’s computer systems or otherwise, could severely harm the Company’s business.

As part of the Company’s business, it collects, processes, and retains sensitive and confidential client and customer information on behalf of the Company’s subsidiaries and other third parties. Despite the security measures the Company has in place, its facilities and systems, and those of the Company’s third-party service providers, may be vulnerable to security breaches. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information, whether by the Company or by its vendors, could severely damage the Company’s reputation, cause a loss of customer confidence, expose it to risks of litigation and liability or disrupt the Company’s operations and may have a material adverse effect on the Company’s business.

A failure in or breach of the Company’s technology infrastructure, or those of third parties with whom the Company has relationships, could result in a material adverse effect on the Company’s operations, reputation, cash flows, financial condition, and results of operation.

The Company is very dependent upon the use of technology to operate its business. The Company processes a large number of transactions every day and maintains and transmits confidential client and employee information through its technology systems. Although the Company has instituted security systems and monitors, modifies, and updates those systems periodically, those systems may fail to operate properly. Technology changes at a rapid pace, as do the threats to the continued operation and security of the Company’s technology systems.

Most of the software applications the Company uses are licensed from, and supported, upgraded, and maintained by, third parties. A suspension or termination of certain of the licenses or the related support, upgrades, and maintenance could disrupt the Company’s business.

Strong competition within the market in which the Company operates could reduce its ability to attract and retain business.

Competition in the financial services industry is intense, as the Company competes with banks, credit unions, securities dealers, finance and insurance companies, mortgage brokers, and investment advisors. As a result of their size and ability to achieve economies of scale, certain of the Company’s competitors offer a broader range of products and services, or in some cases a lower cost operating model, than the Company can offer. The Company’s ability to achieve its financial objectives will depend on its ability to deliver or expand product delivery systems and technology required by customers.

The Company may not be able to attract and retain skilled people.

The Company’s success depends, in large part, on the ability to attract and retain key people. Succession planning includes the continuity of both the Board of Directors and the management team. Competition for the best people in most activities in which we engage can be intense, and we may not be able to attract, hire, or retain the people we want or need. In order to attract and retain qualified employees, we must compensate them at market levels. If we are unable to continue to attract and retain qualified employees, or do so at rates necessary to maintain our competitive position, our performance, could suffer, and, in turn, adversely affect our business, financial condition, or results of operation.

The Company’s exposure to credit risk could adversely affect its earnings and financial condition.

Credit risk is the risk of losing principal and interest income because borrowers fail to repay loans. The Company’s earnings may be negatively impacted if it fails to manage credit risk, as the origination of loans is an integral part of the Company’s business. Factors which may affect the ability of borrowers to repay loans include a slowing of the local economy in which the Company operates, a downturn in one or more business sectors in which the Company’s customers operate or a rapid increase in interest rates. All of the Company’s loan portfolios, particularly commercial and industrial loans may be affected by the impact of higher interest rates. There has been some price appreciation in the housing market across the Company’s footprint, reflecting improved sales and decreased inventories of houses to be sold. A return to further declines in home values and reduced levels of home sales in the Company’s market may have a negative effect on the Company’s business, financial condition or results of operation.

 

17


The Company’s allowance for loan losses may be insufficient.

The Company maintains an allowance for loan losses to cover current, probable incurred loan losses. The Company makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. Through a periodic review and consideration of the loan portfolio, management determines the amount of the allowance for loan losses by considering general market conditions, credit quality of the loan portfolio, the collateral supporting the loans, and performance of customers relative to their financial obligations with the Company. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond the Company’s control and these losses may exceed current estimates. The Company cannot fully predict the amount, timing of losses, or whether the loss allowance will be adequate in the future. If the Company’s assumptions prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the Company’s loan portfolio, resulting in additions to the allowance. Excessive loan losses and significant additions to the Company’s allowance for loan losses could have a material adverse impact on the Company’s business, financial condition, and results of operations. In addition, bank regulators periodically review the Company’s allowance for loan losses and may require the Company to increase its provision for loan losses or recognize further loan charge-offs. Any such increase in the Company’s allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on the Company’s business, financial condition or results of operations.

The Financial Accounting Standards board (“FASB”) finalized its guidance eliminating the probable recognition threshold for credit losses on financial assets measured at amortized cost. The Update would require financial assets be presented at the net amount expected to be collected. Under this current expected credit loss model (“CECL”), an entity would recognize as an allowance its estimate of the contractual cash flows not expected to be collected. The Update for Financial Instruments-Credit Losses is required January 1, 2020. The guidance may require the Company to maintain a larger allowance for loan losses in the future than existing guidance currently requires.

The Company has significant exposure to risks associated with commercial and commercial real estate loans.

As of December 31, 2016, approximately 62% of the Company’s loan portfolio consisted of commercial and commercial real estate loans. These loans are generally viewed as having more inherent risk of default than residential mortgage or consumer loans. The repayment of these loans often depends on the successful operation of a business. These loans are more likely to be adversely affected by weak conditions in the economy. Also, the commercial loan balance per borrower is typically larger than that of residential mortgage loans and consumer loans, indicating higher potential losses on an individual loan basis. The deterioration of one or a few of these loans could cause a significant increase in nonperforming loans and a reduction in interest income. An increase in nonperforming loans could result in an increase in the provision for loan losses and an increase in loan charge-offs, both of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s business strategy includes planned growth.

The Company’s ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business opportunities. There can be no assurance when or if such growth opportunities will be available.

During the past decade, the Company’s growth has been accomplished through a combination of organic growth, de novo branching and acquisitions. The Company may acquire other financial institutions or parts of institutions in the future, open new branches, and consider new lines of business and new products or services. Such expansions of its business may involve a number of expenses and risks, generally not attendant with organic growth efforts.

Failure to manage the Company’s growth effectively could have a material adverse effect on its business, future prospects, financial condition or results of operations and could adversely affect the Company’s ability to successfully implement its business strategy.

 

18


Consumers may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing parties to utilize alternative methods to complete financial transactions that historically have involved banks. Consumers can now maintain funds in brokerage accounts or mutual funds that would have historically been held as bank deposits. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on the Company’s business, financial condition, or results of operations.

The Company may need to raise capital in the future, but capital may not be available when needed or at acceptable terms.

Federal and state banking regulators require the Company and the Bank to maintain adequate levels of capital to support its operations. The Company may need to raise additional capital in the future to support its business or to finance acquisitions, if any, or the Company may otherwise elect to raise additional capital in anticipation of future growth opportunities

The Company’s ability to raise additional capital for CSB or the Bank’s needs will depend on conditions at that time in the capital markets, overall economic conditions, CSB’s financial performance and condition, and other factors, many of which are outside the Company’s control. There is no assurance that, if needed, CSB will be able to raise additional capital on favorable terms or at all. An inability to raise additional capital may have a material adverse effect on the Company’s ability to expand operations, and on the Company’s financial condition, results of operations and future prospects.

The Bank’s ability to pay dividends is subject to regulatory limitations which, to the extent the Company requires such dividends in the future, may affect its ability to pay dividends or repurchase its stock.

As a financial holding company, CSB is a separate legal entity from the Bank and does not have significant operations of its own. Dividends from the Bank provide a significant source of capital for CSB. The availability of dividends from the Bank is limited by various statutes and regulations. The FRB or Ohio Division of Financial Institutions, as the Bank’s primary regulators, could assert that the payment of dividends or other payments by the Bank are an unsafe or unsound practice. In the event the Bank is unable to pay dividends to CSB, CSB may not be able to pay its obligations as they become due, repurchase its stock, or pay dividends on its common stock. Consequently, the potential inability to receive dividends from the Bank could adversely affect CSB’s business, financial condition, results of operations or prospects.

The Company is subject to liquidity risk.

The Company requires liquidity to extend credit and repay liabilities on a timely basis at a reasonable cost. The Company’s access to funding sources in amounts adequate to finance its activities or on terms that are acceptable to it could be impaired by factors that affect it specifically or the financial services industry or economy generally. Factors that could reduce its access to liquidity sources include a downturn in the north central Ohio market, difficult credit markets, aggressive competitor actions due to liquidity needs, or adverse regulatory actions. The Company’s access to deposits may also be affected by the liquidity needs of its depositors. In particular, a substantial majority of the Company’s liabilities are demand, savings, interest checking, and money market deposits, which are payable on demand or upon several days’ notice, while by comparison, a substantial portion of its assets are loans, which cannot be called or sold in the same time frame. The Company historically has been able to replace maturing deposits and advances as necessary, but it might not be able to readily replace such funds in the future, if a large number of its depositors sought to withdraw their accounts, regardless of the reason. A failure to maintain adequate liquidity could have a material adverse effect on the Company’s business, financial condition or results of operations.

The trading volume and price of CSB’s common shares can be volatile.

CSB’s common shares are very thinly traded and, therefore, susceptible to price swings. CSB’s common shares are traded on the OTC market under the symbol “CSBB;” however, the investment community does not actively follow CSB’s common shares. Given the lower trading volume of CSB’s common shares, significant sales of CSB’s common shares, or the expectation of significant sales, could cause CSB’s share price to fall.

 

19


Risks Relating to Economic and Market Conditions

Difficult market conditions and economic trends could adversely affect the financial services industry and the Company’s business.

The Company’s success depends, to a certain extent, upon local and national economic and political conditions as well as governmental monetary policies. Conditions such as inflation, recession, unemployment, changes in interest rates, money supply, and other factors beyond the Company’s control may adversely affect asset quality, deposit levels, and loan demand and, therefore, the Company’s earnings. Because the Company has a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral and the Company’s ability to sell the collateral upon foreclosure. Adverse changes in the economy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on the Company’s earnings. If during a period of reduced real estate values, the Company is required to liquidate the collateral securing loans to satisfy the debt or to increase its allowance for loan losses, it could materially reduce the Company’s profitability and adversely affect its financial condition. The substantial majority of the Company’s loans are to individuals and businesses located in Holmes, Tuscarawas, Wayne, and Stark Counties in Ohio. Consequently, significant declines in north central Ohio real estate values could have a material adverse effect on the Company’s business, financial condition, or results of operations.

Changes in interest rates could adversely affect income and financial condition.

The Company’s earnings and financial condition are substantially dependent upon net interest income, which is the difference between interest earned from loans and investments and interest paid on deposits and borrowings. Market interest rates are largely beyond the Company’s control, and they fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies, in particular the FRB, as well as competitive factors. Changes in interest rates will influence the origination of loans, the purchase of investments, the level of prepayments on the Company’s loans and investments, and the receipt of payments on mortgage-backed securities, resulting in fluctuations of income and cash flow. Changes in interest rates also can affect the value of loans, securities, mortgage servicing rights, and assets under management. Although fluctuations in market interest rates are neither completely predictable nor controllable, the Company’s Asset Liability Committee (ALCO) meets periodically to monitor the Company’s interest rate sensitivity position and oversee the Company’s financial risk management by establishing policies and operating limits. If short-term interest rates remain at their historically low levels for a prolonged period of time the Company’s interest-earning assets could continue to reprice downward while the Company’s interest-bearing liability rates, especially customer deposit rates, could remain at current levels. This would adversely impact the Company’s net income and financial condition. For more information, see Item 7A., Quantitative and Qualitative Disclosures about Market Risk in this Annual Report on Form 10-K, which summarizes the Company’s exposure to interest rate risk.

 

20


Risks Related to Regulatory Environment and Legal Events

Legislative or regulatory changes or actions, or significant litigation, could adversely impact the Company or the businesses in which it is engaged.

The Company and its subsidiaries are subject to broad state and federal regulation, supervision, and legislation that govern almost all aspects of its operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors and the Deposit Insurance Fund, and not to benefit the Company’s shareholders. Changes to laws and regulations or other actions by regulatory agencies may negatively impact the Company or its ability to increase the value of its business. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by an institution, and the adequacy of an institution’s allowance for loan losses. Additionally, actions by regulatory agencies or significant litigation against the Company could cause it to devote significant time and resources to defending the Company’s business and may lead to penalties that materially affect the Company and its shareholders.

As discussed earlier, comprehensive revisions to the regulatory capital framework were included in the final rule adopted by the FRB in July 2014 based upon the Basel III capital standards. The final rule specifically revises what qualifies as regulatory capital, raises minimum requirements and introduces the concept of additional capital buffers. The need to maintain more and higher quality capital as well as greater liquidity going forward could limit the Company’s business activities, including lending, and the Company’s ability to expand, either organically or through acquisitions. In addition, the new liquidity standards could require the Company to increase the Company’s holdings of highly liquid short-term investments, thereby reducing the Company’s ability to invest in longer-term assets even if longer-term assets are more desirable from a balance sheet management perspective.

The Company may be a defendant from time to time in the future in a variety of litigation and other actions, which could have a material adverse effect on its business, financial condition, or results of operations.

The Company may be involved from time to time in the future in a variety of litigation arising out of its business. The Company’s insurance may not cover all claims that may be asserted against it, and any claims asserted against the Company, regardless of merit or eventual outcome, may harm its reputation. Should the ultimate judgments or settlements in any litigation exceed the Company’s insurance coverage, it could have a material adverse effect on the Company’s business, financial condition, or results of operations. In addition, the Company may not be able to obtain appropriate types or levels of insurance in the future, nor may the Company be able to obtain adequate replacement policies with acceptable terms, if at all.

 

21


I TEM  1B.  U NRESOLVED S TAFF C OMMENTS .

Not applicable.

I TEM  2.  P ROPERTIES .

The Bank operates sixteen banking centers as noted below:

 

       
Location   Address    LOGO    LOGO
Walnut Creek   4980 Old Pump Street, Walnut Creek, Ohio 44687    X     
Winesburg   2225 U.S. 62, Winesburg, Ohio 44690    X     
Sugarcreek   127 South Broadway, Sugarcreek, Ohio 44681    X     
Charm   4440 C.R. 70, Charm, Ohio 44617    X     
Clinton Commons   2102 Glen Drive, Millersburg, Ohio 44654         X
Berlin   4587 S.R. 39 Suite B, Berlin, Ohio 44610         X
South Clay   91 South Clay Street, Millersburg, Ohio 44654    X     
Shreve   333 West South Street, Shreve, Ohio 44676    X     
Orrville   461 Wadsworth Road, Orrville, Ohio 44667         X
Gnadenhutten   100 South Walnut Street, Gnadenhutten, Ohio 44629    X     
New Philadelphia   635 West High Avenue, New Philadelphia, Ohio 44663    X     
North Canton   1210 North Main Street, North Canton, Ohio 44720    X     
Orrville   330 West High Street, Orrville, Ohio 44667         X
Wooster   405 East Liberty Street, Wooster, Ohio 44691         X
Wooster   3562 Commerce Parkway, Wooster, Ohio 44691    X     
Operations Center   91 North Clay Street, Millersburg, Ohio 44654    X     

The Bank considers its physical properties to be in good operating condition and suitable for the purposes for which they are being used. All properties owned by the Bank are unencumbered by any mortgage or security interest and in management’s opinion, are adequately insured.

I TEM  3.  L EGAL P ROCEEDINGS .

In the normal course of business, CSB is subject to pending and threatened legal actions, including claims for which material relief or damages are sought. Although CSB is not able to predict the outcome of such actions, after reviewing pending and threatened actions, management believes that the outcome of any or all such actions will not have a material adverse effect on the results of operations, the financial position or shareholders’ equity of CSB. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder or affiliate of CSB is a party or has a material interest that is adverse to CSB or the Bank

I TEM  4.  M INE S AFETY D ISCLOSURES .

Not applicable.

PART II

I TEM  5.  M ARKET F OR R EGISTRANT S C OMMON E QUITY A ND R ELATED S TOCKHOLDER M ATTERS .

Information contained in the section captioned “Common Stock and Shareholder Information” on page 22 of the Annual Report is incorporated herein by reference.

 

22


ISSUER PURCHASES OF EQUITY SECURITIES

On July 7, 2005, CSB filed a Current Report on Form 8-K with the SEC announcing that its Board of Directors approved a Stock Repurchase Program authorizing the repurchase of up to 10% of the Company’s common shares then outstanding. Repurchases may be made from time to time as market and business conditions warrant, in the open market, through block purchases and in negotiated private transactions. The Company did not repurchase any of its common shares during 2016.

PERFORMANCE GRAPH

The following graph compares the yearly stock change and the cumulative total shareholder return on CSB’s Common Shares during the five-year period ended December 31, 2016, with the cumulative total return on the Standard and Poor’s 500 Stock Index and the NASDAQ Community Bank Stock Index. The comparison assumes $100 was invested on December 31, 2011 in CSB’s Common Shares and in each of the indicated indices and assumes reinvestment of dividends.

 

         2011           2012           2013           2014           2015           2016

CSBB

  $    100      $      106      $      123      $      147      $      169      $      220

S & P 500

     100       116       154       175       177       198

NASDAQ Bank

     100       118       167       175       191       265

 

LOGO

I TEM  6.  S ELECTED F INANCIAL D ATA .

Information contained in the section captioned “Selected Financial Data” on page 9 of the Annual Report is incorporated herein by reference.

 

23


I TEM  7.  M ANAGEMENT S D ISCUSSION A ND A NALYSIS O F F INANCIAL C ONDITION A ND R ESULTS O F O PERATIONS .

Information contained in the section captioned “2016 Financial Review” on pages 8 through 22 of the Annual Report is incorporated herein by reference.

I TEM  7A.  Q UANTITATIVE A ND Q UALITATIVE D ISCLOSURES A BOUT M ARKET R ISK .

Information contained in the section captioned “Quantitative and Qualitative Disclosures About Market Risk” on pages 18-20 of the Annual Report is incorporated herein by reference.

I TEM  8.  F INANCIAL S TATEMENTS A ND S UPPLEMENTARY D ATA .

Information contained in the Consolidated Financial Statements and related notes and the Report of Independent Registered Public Accounting Firm thereon, on pages 24 through 59 of the Annual Report is incorporated herein by reference.

I TEM  9.  C HANGES I N A ND D ISAGREEMENTS W ITH A CCOUNTANTS O N A CCOUNTING A ND F INANCIAL D ISCLOSURE .

None.

I TEM  9A.  C ONTROLS A ND P ROCEDURES .

Evaluation Of Disclosure Controls And Procedures

With the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) was performed, as of the end of the period covered by this Annual Report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Management’s Assessment of Internal Control over Financial Reporting is contained in the Consolidated Financial Statements and related notes on page 23 of the Annual Report and is incorporated herein by reference. This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this filing.

Changes In Internal Control Over Financial Reporting

There have been no significant changes during the quarter ended December 31, 2016, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) or in other factors that materially affected, or are reasonably likely to materially affect the internal control over financial reporting.

Item 9B.  Other Information.

None

 

24


PART III

I TEM  10.  D IRECTORS , E XECUTIVE O FFICERS A ND C ORPORATE G OVERNANCE .

The information required by Item 401 of Regulation S-K concerning the directors of the Company and the nominees for election as directors of the Company at the Annual Meeting of Shareholders to be held on April 26, 2017 (the “2017 Annual Meeting”) is incorporated herein by reference from the information to be included under the captions “Proposal 1 – Election of Directors,” “Nominees for Election of Directors,” and “Directors Continuing in Office” in the Company’s definitive proxy statement relating to the 2017 Annual Meeting to be filed with the SEC (“2017 Proxy Statement”) on or about March 23, 2017. The information required by Item 401 of Regulation S-K concerning the executive officers of the Company is incorporated herein by reference from the information to be included under the caption “Executive Officers” in the 2017 Proxy Statement.

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended

The information required by Item 405 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2017 Proxy Statement.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its senior financial officers, including the Chief Executive Officer and Chief Financial Officer. The Company has posted its Code of Ethics on its website at www.csb1.com / Corporate Profile / Governance Documents . The Company plans to satisfy SEC disclosure requirements regarding any amendments to, or waiver of, the Code of Ethics relating to its Chief Executive Officer or Chief Financial Officer, and persons performing similar functions, by posting such information on the Company’s website or by making any necessary filings with the SEC. Any person may receive a copy of our Code of Ethics free of charge upon request by calling the Company during business hours or by sending a written request.

Procedures for Recommending Director Nominees

Information concerning the procedures by which shareholders may recommend nominees to the Company’s Board of Directors can be found under the caption “Shareholder Nominations” in the 2017 Proxy Statement. These procedures have not materially changed from those described in CSB’s definitive proxy materials for the 2017 Annual Meeting of Shareholders.

Audit Committee

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the sections “Membership and Meetings of the Board and its Committees” and “Committees of the Board of Directors – Audit Committee” in the 2017 Proxy Statement.

I TEM  11.  E XECUTIVE C OMPENSATION .

The information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the sections “Discussion of Executive Compensation Programs” and “Executive Compensation and Other Information” and subsection “Directors’ Compensation” under the section captioned “Membership and Meetings of the Board and its Committees” in the 2017 Proxy Statement.

The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section “Compensation Committee Interlocks and Insider Participation” in the 2017 Proxy Statement.

The information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section “The Compensation Committee Report” in the 2017 Proxy Statement.

 

25


I TEM  12.  S ECURITY O WNERSHIP O F C ERTAIN B ENEFICIAL O WNERS A ND M ANAGEMENT A ND R ELATED S TOCKHOLDER M ATTERS .

Equity Compensation Plan Information

None.

Security Ownership of Certain Beneficial Owners and Management

The information required by Item 403 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section “Beneficial Ownership of Management and Certain Beneficial Owners” in the 2017 Proxy Statement.

I TEM  13.  C ERTAIN R ELATIONSHIPS A ND R ELATED T RANSACTIONS , A ND D IRECTOR I NDEPENDENCE .

The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “Certain Relationships and Related Transactions” in the 2017 Proxy Statement. There were no related transactions in which the amount involved exceeded $120,000 for the year ended December 31, 2016.

The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section “Membership and Meetings of the Board and its Committees” in the 2017 Proxy Statement.

I TEM  14.  P RINCIPAL A CCOUNTANT F EES A ND S ERVICES .

The information required by this Item 14 is incorporated herein by reference from the disclosure to be included under the section “Independent Registered Public Accounting Firm Fees” and subsection “Audit Committee Procedures for Pre-Approval of Services by the Independent Public Accounting Firm” in the 2017 Proxy Statement.

PART IV

I TEM  15.  E XHIBITS A ND F INANCIAL S TATEMENT S CHEDULES .

(a)(1) Financial Statements

The Consolidated Financial Statements (and report thereon) listed below are incorporated by reference from CSB Bancorp, Inc.’s 2016 Annual Report as noted:

Report of Independent Registered Public Accounting Firm (S.R. Snodgrass) –pg. 24.

Consolidated Balance Sheets at December 31, 2016 and 2015–pg. 25.

Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014–pg. 26.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014–pg. 27.

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2016, 2015 and 2014–pg. 27.

Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014–pgs. 28-29.

Notes to Consolidated Financial Statements–pgs. 30-59.

(a)(2) Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and have been omitted.

(a)(3) Exhibits

The documents listed below are filed with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference as noted:

 

26


Exhibit
Number
   Description of Document

    3.1

  

Amended Articles of Incorporation of CSB Bancorp, Inc., (incorporated by reference to registrant’s Quarterly Report on Form 10-Q filed August 6, 2004, Exhibit 3.1, film number 04958544).

  3.1.1

  

Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 30, 1999, Exhibit 3.1.1, film number 99579149).

    3.2

  

Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant’s Form 10-SB).

  3.2.1

  

Amendment to Article VIII to the Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to registrant’s Form DEF 14A filed on March 25, 2009, Appendix A, film number 09703970).

     4

  

Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated by reference to Registrant’s Form 10-SB).

   10.1

  

CSB Bancorp, Inc. Share Incentive Plan (incorporated by reference to registrant’s Form DEF 14A filing, filed on March 18, 2005, Appendix A, film number 03615627).

   10.2

  

Employment Agreement between Paula Meiler and the Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.2, film number 13714485).

   10.3

  

Amendment to Employment Agreement between Paula Meiler and The Commercial & Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.3, film number 13714485).

   10.4

  

CSB Bancorp, Inc. Annual Incentive Plan

     13

  

CSB Bancorp, Inc. 2016 Annual Report to Shareholders

     21

  

Subsidiaries of CSB Bancorp, Inc.

   23.1

  

Consent of S.R. Snodgrass, P.C.

   31.1

  

Section 302 Certification of Chief Executive Officer

   31.2

  

Section 302 Certification of Chief Financial Officer

   32.1

  

Section 906 Certification of Chief Executive Officer

   32.2

  

Section 906 Certification of Chief Financial Officer

   101

  

The following materials from CSB’s 2016 Annual Report to Shareholders formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Changes in Shareholders’ Equity (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.

 

27


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 BANCORP, INC.

 

 

/s/ Eddie L. Steiner

Date: March 23, 2017

 

Eddie L. Steiner, President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 23, 2017.

 

Signatures   Title

  /s/ Eddie L. Steiner

  President and Chief Executive Officer

  Eddie L. Steiner

 

  /s/ Paula J. Meiler

  Senior Vice President and Chief Financial Officer

  Paula J. Meiler

 

  /s/ Pamela S. Basinger

  Vice President and Principal Accounting Officer

  Pamela S. Basinger

 

  /s/ Robert K. Baker

  Director

  Robert K. Baker

 

  /s/ Julian L. Coblentz

  Director

  Julian L. Coblentz

 

  /s/ Ronald E. Holtman

  Director

  Ronald E. Holtman

 

  /s/ J. Thomas Lang

  Director

  J. Thomas Lang

 

  /s/ Jeffery A. Robb, Sr.

  Director

  Jeffery A. Robb, Sr.

 

  /s/ John R. Waltman

  Director

  John R. Waltman

 

 

28


INDEX TO EXHIBITS

 

Exhibit
    Number    
   Description of Document

 

3.1   

Amended Articles of Incorporation of CSB Bancorp, Inc., (incorporated by reference to registrant’s Quarterly Report on Form 10-Q filed August 6, 2004, Exhibit 3.1, film number 04958544).

3.1.1   

Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 30, 1999, Exhibit 3.1.1, film number 99579149).

3.2   

Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to registrant’s Form 10-SB).

3.2.1   

Amendment to Article VIII of the Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to registrant’s Form DEF 14A filed on March 25, 2009, Appendix A, film number 09703970).

4   

Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated by reference to registrant’s Form 10-SB).

10.1   

CSB Bancorp, Inc. Share Incentive Plan (incorporated by reference to registrant’s Form DEF 14A filing, filed on March 18, 2005, Appendix A, film number 03615627).

10.2   

Employment Agreement between Paula Meiler and the Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.2, film number 13714485).

10.3   

Amendment to Employment Agreement between Paula Meiler and The Commercial & Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.3, film number 13714485).

10.4   

CSB Bancorp, Inc. Annual Incentive Plan

13   

CSB Bancorp, Inc. 2016 Annual Report to Shareholders

21   

Subsidiaries of CSB Bancorp, Inc.

23.1   

Consent of S.R. Snodgrass, P.C.

31.1   

Section 302 Certification of Chief Executive Officer

31.2   

Section 302 Certification of Chief Financial Officer

32.1   

Section 906 Certification of Chief Executive Officer

32.2   

Section 906 Certification of Chief Financial Officer

101   

The following materials from CSB’s 2016 Annual Report to Shareholders formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Changes in Shareholders’ Equity (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.

 

29

EXHIBIT 10.4

ANNUAL INCENTIVE PLAN

Named Executive Officers are eligible to receive an annual incentive of up to 30% of Base Salary at the discretion of the Board of Directors. Performance expectations are established around the attainment of specific performance ratios, performance to current year financial plan, and satisfactory compliance with regulatory and audit reviews as well as consideration of the potential impact of executives’ actions on safe and sound operations and appropriate risk management controls. The Board retains the flexibility to make discretionary adjustments up or down based on performance judgments that may be subjective. The Board of Directors annually determine what percentage is to be paid, generally at a meeting of the Board of Directors in February of each year, or, if the audited financial statements for CSB are not prepared at least seven (7) days before such meeting, at a meeting of the Board of Directors in March.

Exhibit 13

 

LOGO


LOGO

Hello
Relationships
you can bank on.
With The Commercial & Savings Bank you’re invited into a network of relationships – among customers, employees, and shareholders – that contribute to the well-being and satisfaction of a community and its residents.
TABLE OF CONTENTS
2016 Financial Highlights 3
2016 Letter to Shareholders 4
Board of Directors 7
2016 Financial Review 8
Report on Management’s Assessment of Internal Control over Financial Reporting 23
Report of Independent Registered
Public Accounting Firm 24
Consolidated Balance Sheets 25
Consolidated Statements of Income 26
Consolidated Statements of
Comprehensive Income 27
Consolidated Statements of
Changes in Shareholders’ Equity 27
Consolidated Statements of Cash Flows 28
Notes to Consolidated Financial Statements 30
Officers of The Commercial and Savings Bank 60
Shareholders and General Inquiries 61
Banking Center Information 62
2 2016 Report to Shareholders | CSB Bancorp, Inc.


LOGO

2016 FINANCIAL HIGHLIGHTS

 

                                                                                   
For the Year Ended December 31    2016         2015         % CHANGE  

 

 
(Dollars in thousands, except per share data)                   

CONSOLIDATED RESULTS

      

Net interest income

     $    22,159       $    20,430       8%        

Net interest income – fully taxable-equivalent (FTE) basis

     22,531       20,758       9           

Noninterest income

     4,296       4,424       (3)          

Provision for loan losses

     493       389       27           

Noninterest expense

     16,255       15,796       3           

Net income

     6,738       6,022       12           

 

 

AT YEAR-END

      

Loans, net

     $  470,158       $  418,209       12%        

Assets

     669,978       650,314       3           

Deposits

     540,785       525,042       3           

Shareholders’ equity

     65,415       61,266       7           

Cash dividends declared per share

     0.78       0.76       3           

Book value per share

     23.85       22.35       7           

Tangible book value per share

     21.99       20.44       8           

Market price per share

     31.00       24.50       27           

Basic and diluted earnings per share

     2.46       2.20       12           

 

 

FINANCIAL PERFORMANCE

      

Return on average assets

     1.03     0.95  

Return on average equity

     10.44       10.07    

Net interest margin, FTE

     3.67       3.48    

Efficiency ratio

     60.14       62.37    

 

 

CAPITAL RATIOS

      

Risk-based capital:

      

Common equity Tier 1

     12.58     12.49  

Tier 1

     12.58       12.49    

Total

     13.67       13.52    

Leverage

     9.30       8.74    

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

3

 


LETTER TO SHAREHOLDERS

DEAR FELLOW SHAREHOLDER:

2016 was a good year for CSB as we continued to grow and build momentum. Our progress was marked by a fifth consecutive year of record earnings. Total return on CSB stock amounted to 30% including the reinvestment of dividends.

These financial results are encouraging, yet we firmly believe that continued progress and improvement is vital to maintaining our momentum. We strive for consistent improvement in performance and capabilities. While significant investments or changing macroeconomic conditions tend to impact results for a period of time, our vision of enduring greatness keeps us focused on delivering shareholder value in a sustainable manner and conducting business for the long haul.

The balance of this letter reviews some highlights of the past year and initiatives we are focusing on for the future.

TRENDS BY THE NUMBERS:

Return on assets climbed above 1% in 2016 and return on equity exceeded 10% for the third consecutive year. Additional metrics reflect our consistency in performance and improving trends.

 

LOGO

UNDERLYING FUNDAMENTALS

In last year’s shareholder letter, we reported loan growth was elusive for much of 2015 and we had responded by increasing our team of lenders and streamlining loan approval processes. These efforts, along with a steadily improving economy, resulted in 12% loan growth during 2016 with increases in all major categories. We will continue to focus on loan growth in 2017.

Credit quality remained acceptable and relatively stable during 2016. Total delinquent and non-accrual balances again averaged well under 1%, and we posted a net recovery of 0.03% of total average balances. As we enter 2017, consumer and commercial credit categories are both performing acceptably. Credit risk is ever-present in banking and we manage it by disciplined underwriting and review, maintaining a diversified mix of loans, monitoring concentrations and correlated risks, and reserving for losses with consistent and appropriately conservative methodology.

Deposit balances increased 3% during 2016. Over the past eight years, our compound annual growth rate (CAGR) for deposits equates to 9.6%, while total deposits for FDIC-insured institutions in our four county area have exhibited a 2.8% CAGR. We focus on attracting core deposits, which we believe can best support steady growth and provide manageable cost of funds.

We believe we have considerable opportunity to gain additional market share. We hold 5% of FDIC-insured institution deposits in our four county market area, more than any other community bank and now sixth overall when including large regional and national banks. We also hold 12.5% of deposits in combined Holmes, Tuscarawas and Wayne counties, second only to a very large national bank with a 15% share. Stark County, where we have only one banking center and 0.1% of total deposits, also offers significant loan and deposit growth potential for our bank.

THE BANKING ENVIRONMENT AND OUR COMPANY’S POSTURE

Eight years of extremely low interest rates have created significant search for yield and volume in the banking industry, resulting in very strong competition for earning assets. We have maintained a relatively balanced interest rate risk posture throughout the period and will continue to avoid balance sheet strategies that create significant interest rate risk.

 

LOGO

 

 

4               2016 Report to Shareholders   |   CSB Bancorp, Inc.
 


LETTER TO SHAREHOLDERS

 

 

Merger and acquisition activity remains a somewhat steady presence in the banking industry. The increased revenue generation and efficiencies that can be gained through acquired volume are primary drivers of much of this activity, with regulatory burden and leadership succession also factors. Several transactions have occurred in our area over the past two years. We view these transactions and the resulting market disruption as providing further opportunity for our organic growth and we are leveraging efforts accordingly. In addition, we remain open to the possibility of growing our Company through compelling transaction opportunities.

THE TRUMP EFFECT?

A sense of increased optimism about the economy and business conditions emerged with the results of November’s national election. Financial institution stock prices jumped 21% nationally in the three months following the election (CSB stock rose 6%). Expectations for lower taxes, increased spending on infrastructure, less regulation, and rising interest rates seem to be fueling optimism for bank stocks. Time will tell to what degree these anticipated conditions materialize. Our strategy is built on attracting and retaining great talent, developing superb capabilities, and executing with prudent business practices. As such, on a relative basis, we will not be dependent upon changes in regulatory or fiscal policies in order to meet our objectives.

 

BANKING CENTERS

While most banking centers are experiencing a slow decline in transaction counts and branch visits per customer, our physical locations remain a key link to the customers and communities we serve. Location convenience continues to be one key determinant of in-branch activity. We prefer to be located along mainstream consumer traffic patterns and we prefer to own our locations wherever practical. During 2016, we purchased our existing Charm location, relocated the downtown Wooster banking center from West Liberty Street to East Liberty Street, and made plans to consolidate our two leased Orrville locations

into one new banking center to be constructed on property we purchased in the 100 block of West High Street. We anticipate opening this new banking center in late 2017 or early 2018.

 

DIGITAL WORLD

We are closely monitoring and investing in various forms of financial technology. Our objective is to offer safe, convenient, and customer-friendly digital platforms that provide solutions to real needs, thus enhancing the CSB experience.

Over the past year and a half, a team of CSB specialists completely redesigned our website. Launched in January 2017, the new csb1.com provides significant functional upgrades for customers, shareholders, and prospective employees, and is built on a customizable platform that sets the stage for further enhancements.

Other significant technology investments over the past several years include upgraded or new systems for core processing, digital content management, mortgage origination, consumer lending, loan processing, credit analysis, and corporate phone communications. These systems are solid and scalable to support continued growth.

   

 

LOGO

   

 

SENIOR MANAGEMENT OF

THE COMMERCIAL & SAVINGS BANK

 

     

Pictured Left to Right:

 

       
    BUD STEBBINS   PAULA MEILER   EDDIE STEINER
    Senior Vice President   Senior Vice President   President
   

Senior Loan Officer

 

  Chief Financial Officer   Chief Executive Officer
    ANDREA MILEY   BRETT GALLION  
    Senior Vice President   Senior Vice President  
    Senior Risk Officer   Senior Operations Officer  
      Senior Information Officer  
       
       
       
       
       

 

LOGO

 

 

 

2016 Report to Shareholders    |    CSB Bancorp, Inc.               5


   LETTER TO SHAREHOLDERS
 

LOGO

 

EDDIE STEINER

 

LOGO

 

ROBERT BAKER

    

THE CSB BRAND

As we continue to grow in newer markets, we are focusing more intently on brand awareness. We are promoting our presence within each market, increasing familiarity with CSB and its people, and adding value through customer education. These brand building efforts highlight our local experts, customized services, high-touch technology, principled growth and community involvement. We are utilizing a blend of traditional messaging (e.g. billboards) and digital content messaging (e.g. social media) in these brand building efforts.

 

OUR PEOPLE

The dedicated team members throughout the Company are the very essence of CSB. Our culture, our commitment to excellence, our foundation of dealing uprightly in all respects, and ultimately our success are all attributable to the efforts of these talented individuals. CSB team members do great things every day; their efforts are what make CSB noticeably different. We are proud to be associated with this talented group of individuals.

 

CONCLUDING REMARKS

CSB is a strong community bank and continually improving. Our systems, talented people, and development initiatives are positioning us well for growth. Our board is fully engaged and we have a culture of excellence and good governance.

We believe we are delivering value for our shareholders and we are working diligently to forge an enduring and rewarding future for the CSB’s stakeholders. We are grateful for the continued support of shareholders, employees, and the communities CSB serves. We consider it an extraordinary privilege to be part of The CSB Way and are thankful to provide this report on behalf of the entire CSB team.

    

 

   

LOGO

  

LOGO

   

EDDIE STEINER

President and

Chief Executive Officer

  

ROBERT “ROC” BAKER

Chairman of the

Board of Directors

 

LOGO

 

 

 

6               2016 Report to Shareholders   |   CSB Bancorp, Inc.


BOARD OF DIRECTORS

 

LOGO

 

Pictured Left to Right:        
JOHN R. WALTMAN   ROBERT K. BAKER   JULIAN L. COBLENTZ

Attorney, Of Counsel,

Critchfield, Critchfield & Johnson

 

Co-Owner and Controller,

Bakerwell, Inc.

Chairman, CSB Bancorp, Inc.

 

Vice President, Coblentz Distributing, Inc.

Operations Manager, Walnut Creek Foods

JEFFERY A. ROBB, SR.   EDDIE L. STEINER   J. THOMAS LANG

CEO, Robb Companies, Inc.

Robbco Marine/Ohio Yamaha

 

President, Chief Executive Officer,

CSB Bancorp, Inc.

 

Veterinarian

Dairy Farmer, Spring Hill Farms, Inc.

RONALD E. HOLTMAN    

Retired Attorney

   

 

LOGO

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

7

 


2016 FINANCIAL REVIEW

INTRODUCTION

CSB Bancorp, Inc. (the “Company” or “CSB”) was incorporated under the laws of the State of Ohio in 1991 and is a registered financial holding company. The Company’s wholly-owned subsidiaries are The Commercial and Savings Bank (the “Bank”) and CSB Investment Services, LLC. The Bank is chartered under the laws of the State of Ohio and was organized in 1879. The Bank is a member of the Federal Reserve System, with deposits insured by the Federal Deposit Insurance Corporation, and its primary regulators are the Ohio Division of Financial Institutions and the Federal Reserve Board.

The Company, through the Bank, provides retail and commercial banking services to its customers including checking and savings accounts, time deposits, cash management, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, installment loans, IRAs, night depository facilities, and trust and brokerage services. Its customers are located primarily in Holmes, Tuscarawas, Wayne, Stark, and portions of surrounding counties in Ohio.

Economic activity in the Company’s market area has been increasing at a modest but rather steady pace for the past eight years. The expansion has been most prevalent in small to mid-sized manufacturing and across various professional and non-professional service sectors. Reported unemployment levels at December 2016 ranged from 3.4% to 5.2% in the four primary counties served by the Company. These levels are largely unchanged from December 2015. Many local employers report tight hiring conditions. Wage pressure has increased for entry level jobs in certain sectors such as banking and construction. The local housing market continues to improve. Unit sales and housing construction levels increased during 2016 with some observable price appreciation. Ohio’s shale gas industry reported an uptick in the number of permits issued and drilling rigs operating during 2016. The increased activity was supported by oil prices recovering from record lows in January 2016 as well as regional gas producers maintaining output near historic highs to fund cash and debt service requirements. The Company’s market is adjacent to areas of primary shale activity.

FORWARD-LOOKING STATEMENTS

Certain statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations are not related to historical results, but are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties. Any forward-looking statements made by the Company herein and in future reports and statements are not guarantees of future performance. Actual results may differ materially from those in forward-looking statements because of various risk factors as discussed in this annual report and the Company’s Annual Report on Form 10-K. The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions to any forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statements.

 

 

8

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


2016 FINANCIAL REVIEW

 

 

SELECTED FINANCIAL DATA

The following table sets forth certain selected consolidated financial information:

 

(Dollars in thousands, except share data)

 

 

2016 

 

   

2015 

 

   

2014 

 

   

2013 

 

   

2012 

 

 

 

 

Statements of income:

         

Total interest income

  $ 23,632     $ 21,997     $ 21,656     $ 21,138     $ 20,584  

Total interest expense

    1,473       1,567       1,729       2,255       2,978  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

    22,159       20,430       19,927       18,883       17,606  

Provision for loan losses

    493       389       643       840       823  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

    21,666       20,041       19,284       18,043       16,783  

Noninterest income

    4,296       4,424       4,250       4,318       4,204  

Noninterest expense

    16,255       15,796       15,082       14,848       14,450  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

    9,707       8,669       8,452       7,513       6,537  

Income tax provision

    2,969       2,647       2,568       2,273       1,990  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $ 6,738     $ 6,022     $ 5,884     $ 5,240     $ 4,547  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Per share of common stock:

         

Basic income per share

  $ 2.46     $ 2.20     $ 2.15     $ 1.91     $ 1.66  

Diluted income per share

    2.46       2.20       2.15       1.91       1.66  

Dividends

    0.78       0.76       0.74       0.72       0.72  

Book value

    23.85       22.35       20.97       19.15       19.17  

Average basic common shares outstanding

     2,742,028        2,739,470        2,737,636        2,736,473        2,734,889  

Average diluted common shares outstanding

    2,742,028       2,742,108       2,739,078       2,738,477       2,735,141  

Year-end balances:

         

Loans, net

  $ 470,158     $ 418,209     $ 406,522     $ 374,040     $ 360,000  

Securities

    132,372       166,402       143,038       151,535       134,754  

Total assets

    669,978       650,314       620,981       596,465       586,900  

Deposits

    540,785       525,042       500,075       480,933       475,443  

Borrowings

    61,127       62,063       61,580       61,130       56,664  

Shareholders’ equity

    65,415       61,266       57,450       52,411       52,453  

Average balances:

         

Loans, net

  $ 443,862     $ 407,517     $ 400,876     $ 369,889     $ 338,441  

Securities

    147,649       151,181       145,065       138,976       132,567  

Total assets

    651,318       633,298       604,605       581,150       564,875  

Deposits

    519,941       505,913       479,330       468,395       453,526  

Borrowings

    64,528       65,515       67,657       57,882       57,735  

Shareholders’ equity

    64,524       59,799       55,529       52,787       51,384  

Select ratios:

         

Net interest margin, tax equivalent basis

    3.67     3.48     3.56     3.51     3.36

Return on average total assets

    1.03       0.95       0.97       0.90       0.80  

Return on average shareholders’ equity

    10.44       10.07       10.60       9.93       8.85  

Average shareholders’ equity as a percent of average total assets

    9.91       9.44       9.18       9.08       9.10  

Net loan charge-offs as a percent of average loans

    (0.03     0.03       0.33       0.09       0.09  

Allowance for loan losses as a percent of loans at year-end

    1.11       1.10       1.07       1.34       1.26  

Shareholders’ equity as a percent of total year-end assets

    9.76       9.42       9.25       8.79       8.94  

Dividend payout ratio

    31.71       34.55       34.42       37.60       43.30  

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

9

 


2016 FINANCIAL REVIEW

 

 

RESULTS OF OPERATIONS

Net Income

CSB’s 2016 net income was $6.7 million compared to $6.0 million for 2015, representing an increase of 12%. Basic and diluted earnings per share were $2.46, up 12% from the prior year. The return on average assets was 1.03% in 2016 compared to 0.95% in 2015 and return on average equity was 10.44% in 2016 compared to 10.07% in 2015.

Net income for 2015 was $6.0 million while basic and diluted earnings per share were $2.20 as compared to $5.9 million, or $2.15 per share, for the year ended December 31, 2014. Net income increased 2% during 2015 as compared to 2014 due primarily to a $503 thousand increase in total net interest income and $254 thousand decrease in the provision for loan losses. Partially offsetting the higher revenue were increases in noninterest expenses and federal income taxes. Return on average assets was 0.95% in 2015 compared to 0.97% in 2014 and return on average shareholders’ equity was 10.07% in 2015 as compared to 10.60% in 2014.

Net Interest Income

 

(Dollars in thousands)

 

    

2016    

 

      

2015    

 

      

2014    

 

 

 

 

Net interest income

     $       22,159        $       20,430        $       19,927  

Taxable equivalent 1

       372          328          285  
    

 

 

      

 

 

      

 

 

 

Net interest income, fully taxable equivalent

     $ 22,531        $ 20,758        $ 20,212  
    

 

 

      

 

 

      

 

 

 

Net interest margin

       3.61        3.42        3.51

Taxable equivalent adjustment 1

       0.06          0.06          0.05  
    

 

 

      

 

 

      

 

 

 

Net interest margin-taxable equivalent

       3.67        3.48        3.56
    

 

 

      

 

 

      

 

 

 

1 Taxable equivalent adjustments have been computed assuming a 34% tax rate.

Net interest income is the largest source of the Company’s revenue and consists of the difference between interest income generated on earning assets and interest expense incurred on liabilities (deposits, short-term and long-term borrowings). Volumes, interest rates, composition of interest-earning assets, and interest-bearing liabilities affect net interest income.

Net interest income increased $1.7 million, or 8%, in 2016 compared to 2015 primarily due to a 9% increase in average loan balances and a decrease of 3 basis points in the average rate paid on interest-bearing liabilities. The net interest margin increased to 3.61% from 3.42% in 2015.

Net interest income increased $503 thousand, or 3%, in 2015 compared to 2014 partially due to a 5% increase in average earning assets with increased average loan, investment, and cash balances. Additionally, the net interest margin decreased to 3.42% from 3.51% in 2014. The margin decrease was primarily due to increased cash balances throughout nine months of the year with loan growth returning during the fourth quarter of 2015.

Interest income increased $1.6 million, or 7%, in 2016 compared to 2015 due to a $37 million increase in average loan balances. The increase in average loan volume throughout the year helped mitigate the low interest rate environment. In 2016, interest rates paid on deposits hit their lowest point with the first increases to deposit rates starting in December 2016.

Interest income increased $341 thousand, or 2%, in 2015 compared to 2014 due to the $6 million increase in average loan balances, partially offset by a 1 basis point lower yield. Rates decreased on loans and securities categories with reduced rates on new and repriced assets due to lending competition and a lower interest rate environment. The increase in average loan volume helped mitigate the low interest rate environment. In 2015, average cash and securities balances to average gross earning assets rose 2% to 31%. Securities yields continued to decline in 2015 with new and reinvestment cash flows being deployed at lower rates.

Interest expense decreased $94 thousand, or 6%, in 2016 as compared to 2015 due to decreases in time deposits and other borrowed funds and a continued shift in the liability mix towards less expensive, noninterest bearing demand deposits. Total average time deposits continued to decline as customers anticipate rising interest rates.

Interest expense decreased $162 thousand, or 9%, in 2015 as compared to 2014 due to decreases in the cost of all categories of interest-bearing liabilities and a continued shift in the liability mix towards less expensive, noninterest bearing demand deposits, and savings accounts. Total average time deposits continued to decline with an emphasis on growing customers with multiple banking relationships, as opposed to single service time deposit customers.

 

 

 

10             2016 Report to Shareholders   |   CSB Bancorp, Inc.


2016 FINANCIAL REVIEW

 

 

The following table provides detailed analysis of changes in average balances, yield, and net interest income:

AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS

 

    2016            2015            2014  

(Dollars in thousands)

 

 

Average
Balance 1

 

   

Interest

 

   

Average
Rate 2

 

          

Average
Balance 1

 

   

Interest

 

   

Average
Rate 2

 

          

Average
Balance 1

 

   

Interest

 

   

Average
Rate 2

 

 
   

Interest-earning assets

                         

Federal funds sold

  $ 732     $ 3       0.44%         $ 982     $ 2       0.23%         $ 546     $ 1       0.22%    

Interest-earning deposits

    16,946       107       0.63              32,395       94       0.29              16,356       42       0.26       

Securities:

                         

Taxable

    119,701       2,598       2.17              129,700       2,790       2.15              128,973       2,857       2.22       

Tax exempt

    27,948       646       2.31              21,481       563       2.61              16,092       466       2.89       

Loans 3

    448,941       20,278       4.52              412,147       18,548       4.50              405,973       18,290       4.51       
 

 

 

   

 

 

         

 

 

   

 

 

         

 

 

   

 

 

   

Total interest-earning assets

    614,268        23,632       3.85%           596,705        21,997       3.69%           567,940       21,656       3.81%    

Noninterest-earning assets

                         

Cash and due from banks

    13,914               13,661               13,663      

Bank premises and equipment, net

    8,531               8,290               8,494      

Other assets

    19,684               19,272               19,605      

Allowance for loan losses

    (5,079             (4,630             (5,097    
 

 

 

           

 

 

           

 

 

     

Total assets

  $   651,318             $ 633,298             $ 604,605      
 

 

 

           

 

 

           

 

 

     
   

Interest-bearing liabilities

                         

Demand deposits

  $ 83,956       33       0.04%         $ 77,689       27       0.03%         $ 73,307       36       0.05%    

Savings deposits

    163,271       123       0.08              158,531       113       0.07              151,822       130       0.09       

Time deposits

    116,427       850       0.73              125,180       941       0.75              129,676       1,000       0.77       

Borrowed funds

    64,528       467       0.72              65,515       486       0.74              67,657       563       0.83       
 

 

 

   

 

 

         

 

 

   

 

 

         

 

 

   

 

 

   

Total interest-bearing liabilities

    428,182       1,473       0.34%           426,915       1,567       0.37%           422,462       1,729       0.41%    
 

 

 

   

 

 

         

 

 

   

 

 

         

 

 

   

 

 

   

Noninterest-bearing liabilities and shareholders’ equity

                         

Demand deposits

    156,287               144,513               124,525      

Other liabilities

    2,325               2,071               2,089      

Shareholders’ equity

    64,524               59,799               55,529      
 

 

 

           

 

 

           

 

 

     

Total liabilities and equity

  $ 651,318             $   633,298             $   604,605      
 

 

 

           

 

 

           

 

 

     

Net interest income

    $ 22,159             $ 20,430             $  19,927    
   

 

 

           

 

 

           

 

 

   

Net interest margin

        3.61%               3.42%               3.51%    

Net interest spread

        3.51%               3.32%               3.40%    

 1 Average balances have been computed on an average daily basis.

 2 Average rates have been computed based on the amortized cost of the corresponding asset or liability.

 3 Average loan balances include nonaccrual loans.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

11

 


2016 FINANCIAL REVIEW

 

 

The following table compares the impact of changes in average rates and changes in average volumes on net interest income:

RATE/VOLUME ANALYSIS CHANGES IN INCOME AND EXPENSE 1

 

    2016 v. 2015        2015 v. 2014

(Dollars in thousands)

 

 

 

Net Increase
(Decrease)

 

 

Volume

 

 

Rate

 

       

 

Net Increase
(Decrease)

 

 

Volume

 

 

Rate

 

 

Increase (decrease) in interest income:

                            

Federal funds

    $ 1     $ (1 )     $ 2          $ 1     $ 1     $

Interest-earning deposits

      13       (98 )       111            52       46       6

Securities:

                            

Taxable

      (192 )       (217 )       25            (67 )       16       (83 )

Tax exempt

      83       149       (66 )            97       141       (44 )

Loans

      1,730       1,661       69            258       278       (20 )
   

 

 

     

 

 

     

 

 

          

 

 

     

 

 

     

 

 

 

Total interest income change

      1,635       1,494       141            341       482       (141 )
   

 

 

     

 

 

     

 

 

          

 

 

     

 

 

     

 

 

 

Increase (decrease) in interest expense:

                            

Demand deposits

      6       2       4            (9 )       2       (11 )

Savings deposits

      10       4       6            (17 )       5       (22 )

Time deposits

      (91 )       (64 )       (27 )            (59 )       (34 )       (25 )

Other borrowed funds

      (19 )       (7 )       (12 )            (77 )       (16 )       (61 )
   

 

 

     

 

 

     

 

 

          

 

 

     

 

 

     

 

 

 

Total interest expense change

      (94 )       (65 )       (29 )            (162 )       (43 )        (119
   

 

 

     

 

 

     

 

 

          

 

 

     

 

 

     

 

 

 

Net interest income change

    $   1,729     $   1,559     $     170          $     503     $     525     $ (22 )
   

 

 

     

 

 

     

 

 

          

 

 

     

 

 

     

 

 

 

1 Changes attributable to both volume and rate, which cannot be segregated, have been allocated based on the absolute value of the change due to volume and the change due to rate.

Provision For Loan Losses

The provision for loan losses is determined by management as the amount required to bring the allowance for loan losses to a level considered appropriate to absorb probable future net charge-offs inherent in the loan portfolio as of period end. The provision for loan losses was $493 thousand in 2016, $389 thousand in 2015, and $643 thousand in 2014. Higher provision expense in 2016 and 2015 reflects an increasing volume in the loan portfolio. See “Financial Condition – Allowance for Loan Losses” for additional discussion and information relative to the provision for loan losses.

Noninterest Income

 

     YEAR ENDED DECEMBER 31
    

 

Change from 2015

  Change from 2014

(Dollars in thousands)

 

  

 

2016

 

  

Amount

 

 

%

 

 

2015

 

  

Amount

 

 

%

 

 

2014

 

Service charges on deposit accounts

     $ 1,166      $ (37 )       (3.1 )%     $ 1,203      $ (66 )       (5.2 )%     $ 1,269

Trust services

       861        1       0.0       860        49       6.0       811

Debit card interchange fees

       1,087        99       10.0       988        78       8.6       910

Gain on sale of loans, including MSR’s

       309        (54 )       (14.9 )       363        165       83.3       198

Earnings on bank-owned life insurance

       276        6       2.2       270        6       2.3       264

Securities gains

       1        (55 )       (98.2 )       56        (77 )       (57.9 )       133

Other

       596        (88 )       (12.9 )       684        19       2.9       665
    

 

 

      

 

 

         

 

 

      

 

 

         

 

 

 

Total noninterest income

     $   4,296      $  (128       (2.9 )%     $   4,424      $   174       4.1 %     $   4,250
    

 

 

      

 

 

         

 

 

      

 

 

         

 

 

 

 

 

12

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


2016 FINANCIAL REVIEW

 

 

Noninterest income decreased $128 thousand, or 3%, in 2016 compared to the same period in 2015. Gains on sales of mortgage loans including mortgage servicing rights (“MSRs”) decreased 15% due to decreasing sales of real estate mortgage loans into the secondary market and customers opting into variable rate mortgages that have been retained by the Bank. The Bank originated and sold $11 million in mortgage loans in 2016 as compared to the sale of $12 million of loans in 2015. Service charges on deposits, which are primarily customer overdraft fees, decreased 3% in 2016, with a 6% decrease in overdraft fees due to improving consumer deposit balances. Debit card interchange fees increased 10% in 2016 compared to 2015 due to increased volume.

Noninterest income increased $174 thousand, or 4%, in 2015 compared to the same period in 2014. Gains on sales of mortgage loans including MSRs increased 83% due to increasing unit sales of real estate and the extension of the low interest rate environment in 2015. The Bank originated and sold $12 million in mortgage loans in 2015 as compared to the sale of $6 million of loans in 2014. Service charges on deposits, which are primarily customer overdraft fees, decreased 5% in 2015, with a 6% decrease in overdraft fees due to increasing health of consumer deposit balances. Trust and brokerage services increased 6% as brokerage fees contained within trust services increased $54 thousand in 2015. The average market value of trust assets under management was $95 million in 2015 and 2014. During 2015, available-for-sale securities with gains of $56 thousand were sold.

Noninterest Expenses

 

    

YEAR ENDED DECEMBER 31

 

         

Change from 2015

 

      

Change from 2014

 

   

(Dollars in thousands)

 

  

2016

 

  

Amount

 

 

%

 

 

2015

 

  

Amount

 

 

%

 

 

2014

 

Salaries and employee benefits

     $ 9,354      $ 535       6.1 %     $ 8,819      $ 498       6.0 %     $ 8,321

Occupancy expense

       973        (54 )       (5.3 )       1,027        13       1.3       1,014

Equipment expense

       679        16       2.4       663        (52 )       (7.3 )       715

Professional and director fees

       832        2       0.2       830        105       14.5       725

Financial institutions tax

       427        27       6.8       400        39       10.8       361

Marketing and public relations

       415        (4 )       (1.0 )       419        41       10.8       378

Software expense

       799        (2 )       (0.2 )       801        74       10.2       727

Debit card expense

       445        32       7.7       413        (8 )       (1.9 )       421

FDIC insurance

       282        (75 )       (21.0 )       357        (1 )       (0.3 )       358

Amortization of intangible assets

       121        (4 )       (3.2 )       125        (5 )       (3.8 )       130

Other

       1,928        (14 )       (0.7 )       1,942        10       0.5       1,932
    

 

 

      

 

 

         

 

 

      

 

 

         

 

 

 

Total noninterest expenses

     $   16,255      $   459       2.9 %     $   15,796      $   714       4.7 %     $   15,082
    

 

 

      

 

 

         

 

 

      

 

 

         

 

 

 

Noninterest expense increased $459 thousand, or 3%, in 2016 compared to 2015. Salaries and employee benefits increased $535 thousand due to base compensation increasing $436 thousand as a result of additional full-time employees and annual adjustments. Increases in 2016 included medical and dental expense rising $45 thousand and employment taxes rising $38 thousand. The capitalization of employee costs of loan originations contributed to a decrease in salary expense of $109 thousand. Debit card expense increased $32 thousand in 2016, with increased costs due to the migration to EMV chip cards. Debit cards are being issued with embedded chips that protect cardholder data. An increase in the Ohio Financial institutions tax was recognized as capital increased. Equipment expense increased $16 thousand in 2016, as compared to 2015, with small equipment replacement. The FDIC insurance assessment decreased $75 thousand, or 21%, due to a rate reduction starting July 1, 2016. Occupancy expense decreased primarily with a reduction of branch facility costs, which included a branch relocation and the purchase of a branch office that had been previously leased.

Noninterest expense increased $714 thousand, or 5%, in 2015 compared to 2014. Salaries and employee benefits increased $498 thousand due to base compensation increasing $277 thousand as a result of additional full-time employees and annual adjustments. Medical and dental expense increased $76 thousand in 2015. Capitalization of employee costs of loan originations contributed to an increase in expense of $34 thousand. Software expense increased $74 thousand in 2015, primarily due to a loss of earned software maintenance credits of approximately $37 thousand in 2014 that were not available to the Company in 2015. Additionally, the Company installed new loan input software and credit review software in late 2014, which increased software maintenance by $28 thousand annually in 2015. Equipment expense decreased $52 thousand in 2015, as compared to 2014, with a reduction of expense due to the purchase of copiers at the conclusion of a lease, a reduction in automobile expense with a decrease in mileage and gasoline costs, and a reduction in small equipment purchased in 2015, as compared to 2014. Professional and director fees increased $105 thousand, a result of the increase in outside service fees, with $110 thousand incurred during the first quarter to contract a professional firm to assist the Company with the assessment of market opportunities and long-term strategic goals.

 

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.             13


2016 FINANCIAL REVIEW

 

 

Income Taxes

The provision for income taxes amounted to $3.0 million in 2016, $2.6 million in 2015, and $2.6 million in 2014, resulting in an effective rate of 30.6% in 2016, 30.5% in 2015, and 30.4% in 2014. The slight increase in the effective tax rate during 2016 as compared to 2015 was due primarily to increased income.

FINANCIAL CONDITION

Total assets of the Company were $670 million at December 31, 2016, compared to $650 million at December 31, 2015, representing an increase of $20 million, or 3%. Net loans increased $52 million, or 12%, while investment securities decreased $34 million, or 20%, and interest-earning deposits with other banks increased $2 million. Deposits and short-term borrowings increased $16 million and $144 thousand respectively, while other borrowings from the Federal Home Loan Bank (“FHLB”) decreased by $1 million, or 8%.

Securities

Total investment securities decreased $34 million, or 20%, to $132 million at year-end 2016. CSB’s portfolio is primarily comprised of agency mortgage-backed securities, obligations of state and political subdivisions, other government agencies’ debt, and corporate bonds. Restricted securities consist primarily of FHLB stock.

The Company has no exposure to government-sponsored enterprise preferred stocks, collateralized debt obligations, or trust preferred securities. The Company’s municipal bond portfolio consists of both taxable and tax-exempt general obligation and revenue bonds. As of December 31, 2016, $26 million, or 87%, held an S&P or Moody’s investment grade rating and $4 million, or 13%, were non-rated. The municipal portfolio includes a broad spectrum of counties, towns, universities, and school districts with 89% of the portfolio originating in Ohio, and 11% in Pennsylvania. Gross unrealized security losses within the portfolio were 1% of total securities at December 31, 2016, reflecting interest rate fluctuations, not credit downgrades.

One of the primary functions of the securities portfolio is to provide a source of liquidity and it is structured such that maturities and cash flows track the Company’s liquidity needs and asset/liability management requirements.

Loans

Total loans increased $53 million, or 12%, during 2016 with increases in all loan categories. Volume increases were recognized as follows: residential real estate loans increased $19 million, or 15%, commercial loans increased $11 million, or 9%, and commercial real estate loans increased $11 million, or 7%. Aided by low interest rates, business expansion and consumer borrowing continued to increase throughout 2016.

Attractive interest rates in the secondary market continued to drive consumer demand for longer-term 1-4 family fixed rate residential mortgages during 2016. The Company sold $11 million of originated mortgages into the secondary market, as compared to $12 million in 2015. With the expansion of the mortgage loan originator team, the Company originated $36 million of portfolio mortgage loans, which were predominately variable rate in 2016 as compared to 2015 origination of $22 million for the Company’s portfolio. Demand for home equity loans improved in 2016, with balances increasing $5 million. Installment lending continued to improve with consumer loans increasing 44% on a year-over-year basis to $13 million at December 31, 2016. This growth is primarily from RV finance loans originated in northeast Ohio.

Management anticipates the Company’s local service areas will continue to exhibit modest economic growth in line with the past three years. Commercial and commercial real estate loans comprise approximately 62% and 64% of the total loan portfolio at year-end 2016 and 2015, respectively. Residential real estate loans remained stable at approximately 30% of the total loan portfolio. Construction and land development loans rose to 5% of the total portfolio at December 31, 2016. The Company is well within the respective regulatory guidelines for investment in construction, development, and investment property loans that are not owner occupied.

Most of the Company’s lending activity is with customers primarily located within Holmes, Tuscarawas, Wayne, and Stark counties in Ohio. Credit concentrations, including commitments, as determined using North American Industry Classification Codes (NAICS), to the four largest industries compared to total loans at December 31, 2016, included $42 million, or 9%, of total loans to lessors of non-residential buildings or dwellings; $26 million, or 5%, of total loans to logging, sawmills, and timber tract operations; $20 million, or 4%, of total loans to lessors of residential real estate and $21 million, or 4%, of total loans to borrowers in the hotel, motel, and lodging business. These loans are generally secured by real property and equipment, with repayment expected from operational cash flow. Credit evaluation is based on a review of cash flow coverage of principal, interest payments, and the adequacy of the collateral received.

 

 

14             2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


2016 FINANCIAL REVIEW

 

 

Nonperforming Assets, Impaired Loans, and Loans Past Due 90 Days or More

Nonperforming assets consist of nonaccrual loans, loans past due 90 days and still accruing, and other real estate acquired through or in lieu of foreclosure. Other impaired loans include certain loans that are internally classified as substandard or doubtful. Loans are placed on nonaccrual status when they become past due 90 days or more, or when mortgage loans are past due as to principal and interest 120 days or more, unless they are both well secured and in the process of collection.

 

NONPERFORMING ASSETS    DECEMBER 31  

(Dollars in thousands)

 

  

2016

 

    

2015

 

 

 

 

Nonaccrual loans

 

     

Commercial

 

   $ 425      $   177  

Commercial real estate

 

     497        796  

Residential real estate

 

     490        603  

Construction & land development

 

             

Consumer

 

     37         

Loans past due 90 days or more and still accruing

 

     

Commercial

 

             

Commercial real estate

 

     39         

Residential real estate

 

     196        105  

Construction & land development

             
  

 

 

    

 

 

 

Total nonperforming loans

 

     1,684        1,681  

Other real estate owned

             
  

 

 

    

 

 

 

Total nonperforming assets

   $   1,684      $   1,681  
  

 

 

    

 

 

 

Nonperforming assets as a percentage of loans plus other real estate

     0.35      0.40

Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered by management to be adequate to cover loan losses that are currently anticipated based on past loss experience, general economic conditions, changes in mix and size of the loan portfolio, information about specific borrower situations, and other factors and estimates which are subject to change over time. Management periodically reviews selected large loans, delinquent and other problem loans, and selected other loans. Collectability of these loans is evaluated by considering the current financial position and performance of the borrower, estimated market value of the collateral, the Company’s collateral position in relationship to other creditors, guarantees, and other potential sources of repayment. Management forms judgments, which are in part subjective, as to the probability of loss and the amount of loss on these loans as well as other loans taken together. The Company’s Allowance for Loan Losses Policy includes, among other items, provisions for classified loans, and a provision for the remainder of the portfolio based on historical data, including past charge-offs.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

15

 


2016 FINANCIAL REVIEW

 

 
ALLOWANCE FOR LOAN LOSSES          FOR THE YEAR ENDED  

(Dollars in thousands)

 

  

    2016

 

      

    2015

 

 

 

 

Beginning balance of allowance for loan losses

 

   $   4,662        $   4,381  

Provision for loan losses

 

     493          389  

Charge-offs:

 

       

Commercial

 

     260          94  

Commercial real estate

 

     50          61  

Residential real estate & home equity

 

     12          132  

Construction & land development

 

               

Consumer

 

     59          46  

Deposit accounts

 

     37          15  

Credit cards

               
  

 

 

      

 

 

 

Total charge-offs

 

     418          348  

Recoveries:

 

       

Commercial

 

     202          193  

Commercial real estate

 

     334          13  

Residential real estate & home equity

 

     5          18  

Construction & land development

 

               

Consumer

 

     1          10  

Deposit accounts

 

     12          6  

Credit cards

               
  

 

 

      

 

 

 

Total recoveries

     554          240  
  

 

 

      

 

 

 

Net (recoveries) charge-offs

     (136        108  
  

 

 

      

 

 

 

Ending balance of allowance for loan losses

   $ 5,291        $ 4,662  
  

 

 

      

 

 

 

Net charge-offs as a percentage of average total loans

 

     (0.03 )%         0.03

Allowance for loan losses as a percentage of total loans

 

     1.11          1.10  

Allowance for loan losses to total nonperforming loans

     3.18        2.77

Components of the allowance for loan losses:

 

       

General reserves

 

   $ 4,562        $ 4,273  

Specific reserve allocations

     729          389  
  

 

 

      

 

 

 

Total allowance for loan losses

   $ 5,291        $ 4,662  
  

 

 

      

 

 

 

The allowance for loan losses totaled $5.3 million, or 1.11%, of total loans at year-end 2016 as compared to $4.7 million, or 1.10%, of total loans at year-end 2015. The Bank had net recoveries of $136 thousand for 2016 as compared to net charge-offs of $108 thousand in 2015.

The Company maintains an internal watch list on which it places loans where management’s analysis of the borrower’s operating results and financial condition indicates the borrower’s cash flows are inadequate to meet its debt service requirements and loans where there exists an increased risk that such a shortfall may occur. Nonperforming loans, which consist of loans past due 90 days or more and nonaccrual loans, aggregated $1.7 million, or 0.35% of loans at year-end 2016 as compared to $1.7 million, or 0.4% of loans at year-end 2015. Impaired loans were $7.2 million at year-end 2016 as compared to $8.7 million at year-end 2015. Impaired loans as a percentage of total loans declined from 2015 to 2016 and reflect economic stabilization in the Company’s market area. Management has assigned loss allocations to absorb the estimated losses on these impaired loans. These allocations are included in the total allowance for loan losses balance.

Other Assets

Net premises and equipment increased $540 thousand to $9 million at year-end 2016 primarily because of the purchase of a branch facility that was previously leased in 2016. There was no other real estate owned at December 31, 2016 or 2015. At December 31, 2016, the Company recognized a net deferred tax asset of $603 thousand, as compared to a net deferred tax asset of $364 thousand at December 31, 2015.

 

 

16             2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


2016 FINANCIAL REVIEW

 

 

Deposits

The Company’s deposits are obtained primarily from individuals and businesses located in its market area. For deposits, the Company must compete with products offered by other financial institutions, as well as alternative investment options. Demand and savings deposits increased for the year ended 2016, due to focused retail and business banking strategies to obtain more account relationships as well as customers reflecting their preference for shorter maturities.

 

    December 31        Change from 2015    

(Dollars in thousands)

 

 

2016

 

      

2015

 

      

Amount 

 

   

%  

 

 

 

 

 

Noninterest-bearing demand

 

  $ 167,824        $ 151,549        $ 16,275       10.7

Interest-bearing demand

 

    97,683          86,472          11,211                 13.0  

Traditional savings

 

    95,275          93,523          1,752       1.9  

Money market savings

 

    67,894          74,232          (6,338     (8.5

Time deposits in excess of $250,000

 

    13,102          13,834          (732     (5.3

Other time deposits

    99,007          105,432          (6,425     (6.1
 

 

 

      

 

 

      

 

 

   

Total deposits

  $   540,785        $   525,042        $   15,743       3.0
 

 

 

      

 

 

      

 

 

   

Other Funding Sources

The Company obtains additional funds through securities sold under repurchase agreements, overnight borrowings from the FHLB or other financial institutions, and advances from the FHLB. Short-term borrowings, consisting of securities sold under repurchase agreements, increased $144 thousand. Other borrowings, consisting of FHLB advances, decreased $1 million as the result of maturities and principal repayments.

CAPITAL RESOURCES

Total shareholders’ equity increased to $65.4 million at December 31, 2016, as compared to $61.3 million at December 31, 2015. This increase was primarily due to $6.7 million of net income which was partially offset by the payment of $2.1 million of cash dividends in 2016 and an increase in accumulated other comprehensive loss of $457 thousand. The Board of Directors approved a Stock Repurchase Program on July 7, 2005 that allowed the repurchase of up to 10% of the Company’s then-outstanding common shares. Repurchased shares are to be held as treasury stock and are available for general corporate purposes. At December 31, 2016, approximately 41 thousand shares could still be repurchased under the current authorized program. No shares were repurchased in 2016 or 2015.

Effective January 1, 2015, the Federal Reserve adopted final rules implementing Basel III and regulatory capital changes required by the Dodd-Frank Act. The rules apply to both the Company and the Bank. The rules established minimum risk-based and leverage capital requirements for all banking organizations.

The new rules include (a) a new common equity Tier 1 capital ratio of at least 4.5%, (b) a Tier 1 capital ratio of at least 6.0%, rather than the former 4.0%, (c) a minimum total capital ratio that remains at 8.0%, and (d) a minimum leverage ratio of 4%.

Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets primarily based on the relative credit risk of the counterparty. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The new rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5% composed of common equity Tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. The capital conservation buffer phases in starting on January 1, 2016, at .625%. The Company and Bank’s actual and required capital amounts are disclosed in Note 12 to the consolidated financial statements.

Dividends paid by the Bank to CSB are the primary source of funds available to the Company for payment of dividends to shareholders and for other working capital needs. The payment of dividends by the Bank to the Company is subject to restrictions by regulatory authorities, which generally limit dividends to current year net income and the prior two years net retained earnings, as defined by regulation. In addition, dividend payments generally cannot reduce regulatory capital levels below the minimum regulatory guidelines discussed above.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

17

 


2016 FINANCIAL REVIEW

 

 

LIQUIDITY

 

    

        December 31        

    

        Change     

(Dollars in millions)

 

  

2016

 

       

2015

 

        from 2015   

 

 

Cash and cash equivalents

 

   $ 37       $ 38         $ (1

Unused lines of credit

 

     66         52           14  

Unpledged securities at fair market value

     37         70           (33
  

 

 

     

 

 

          

 

 

 
   $ 140       $ 160         $    (20
  

 

 

     

 

 

       

 

 

 

Net deposits and short-term liabilities

   $ 533       $ 516                      $ 17  
  

 

 

     

 

 

       

 

 

 

Liquidity ratio

 

       26.1         31.1      

Minimum board approved liquidity ratio

     20.0       20.0      

Liquidity refers to the Company’s ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, pay operating expenses, and meet other obligations. Liquidity is monitored by CSB’s Asset Liability Committee. The Company was within all Board-approved limits at December 31, 2016 and 2015. Additional sources of liquidity include net income, loan repayments, the availability of borrowings, and adjustments of interest rates to attract deposit accounts.

As summarized in the Consolidated Statements of Cash Flows, the most significant investing activities for the Company in 2016 included net loan originations of $52 million, securities purchases of $37 million, offset by maturities and repayment of securities totaling $69 million. The Company’s financing activities included a $16 million increase in deposits, $2 million in cash dividends paid, and a $1 million net decrease in FHLB advances.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The most significant market risk the Company is exposed to is interest rate risk. The business of the Company and the composition of its balance sheet consist of investments in interest-earning assets (primarily loans and securities), which are funded by interest-bearing liabilities (deposits and borrowings). These financial instruments have varying levels of sensitivity to changes in the market rates of interest, resulting in market risk. None of the Company’s financial instruments are held for trading purposes.

The Board of Directors establishes policies and operating limits with respect to interest rate risk. The Company manages interest rate risk regularly through its Asset Liability Committee. The Committee meets periodically to review various asset and liability management information including, but not limited to, the Company’s liquidity position, projected sources and uses of funds, interest rate risk position, and economic conditions.

Interest rate risk is monitored primarily through the use of an earnings simulation model. The model is highly dependent on various assumptions, which change regularly as the balance sheet and market interest rates change. The earnings simulation model projects changes in net interest income resulting from the effect of changes in interest rates. The analysis is performed quarterly over a twenty-four month horizon. The analysis includes two balance sheet models, one based on a static balance sheet and one on a dynamic balance sheet with projected growth in assets and liabilities. This analysis is performed by estimating the expected cash flows of the Company’s financial instruments using interest rates in effect at year-end 2016 and 2015. Interest rate risk policy limits are tested by measuring the anticipated change in net interest income over a two-year period. The tests assume a quarterly ramped 100, 200, 300, and 400 basis point increase and a 100 basis point decrease in 2016 in market interest rates as compared to a stable rate environment or base model. The following table reflects the change to interest income for the first twelve-month period of the twenty-four month horizon.

 

 

18

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


2016 FINANCIAL REVIEW

 

 

Net Interest Income at Risk

 

     December 31, 2016         
   

 Change In
 Interest Rates
 (Basis Points)

 

  

 Net

 Interest

 Income

 

    

       Dollar

       Change

 

   

Percentage
Change

 

 

        Board  

        Policy  

        Limits  

 

        
 

 

    
(Dollars in thousands)   + 400    $   25,519              $   1,889        8.0%      ± 25%       
  + 300      25,063        1,433     6.1     ± 15          
  + 200      24,577        947     4.0     ± 10          
  + 100      24,092        462     2.0     ±   5          
          0       23,630                –      
  – 100      22,841        (789   (3.3)     ±   5          
   

 December 31, 2015

 

        
 

 

    
  + 400    $   23,360              $   1,624        7.5%      ± 25%       
  + 300      22,957        1,221     5.6     ± 15          
  + 200      22,500        764     3.5     ± 10          
  + 100      22,071        335     1.5     ±   5          
          0       21,736                –      
  – 100       21,172        (564   (2.6)     ±   5          

 

Management reviews Net Interest Income at Risk with the Board on a periodic basis. The Company was within all Board-approved limits at December 31, 2016 and 2015.

 

Economic Value of Equity at Risk

 

 

 

            December 31, 2016               
   

 Change In

 Interest Rates
 (Basis Points)

 

         

          Percentage             

             Change             

 

 

        Board  

        Policy  

        Limits  

 

        
 

 

    
  + 400         18.1        ± 35%       
  + 300         14.9         ± 30          
  + 200         11.0         ± 20          
  + 100         6.1         ± 15          
  – 100         (7.6       ± 15          
        

   December 31, 2015  

 

            
 

 

    
  + 400         18.6        ± 35%       
  + 300         15.6         ± 30          
  + 200         11.8         ± 20          
  + 100         6.9         ± 15          
  – 100         (9.8       ± 15          

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

19

 


2016 FINANCIAL REVIEW

 

 

The economic value of equity is calculated by subjecting the period-end balance sheet to changes in interest rates and measuring the impact of the changes on the values of the assets and liabilities. Hypothetical changes in interest rates are then applied to the financial instruments. Then the cash flows and fair values are again estimated using these hypothetical rates. For the net interest income estimates, the hypothetical rates are applied to the financial instruments based on the assumed cash flows.

Management periodically measures and reviews the Economic Value of Equity at Risk with the Board. At December 31, 2016, the market value of equity as a percent of base in a 400 basis point rising rate environment indicates an increase of 18.1% as compared to an increase of 18.6% as of December 31, 2015. The Company was within all Board-approved limits at December 31, 2016 and 2015.

SIGNIFICANT ASSUMPTIONS AND OTHER CONSIDERATIONS

The foregoing market risk analysis is based on numerous assumptions, including relative levels of market interest rates, loan prepayments, and reactions of depositors to changes in interest rates and this should not be relied upon as being indicative of actual results. Further, the analysis does not contemplate all actions the Company may undertake in response to changes in interest rates.

U.S. Treasury securities, obligations of U.S. Government corporations and agencies, obligations of states and political subdivisions will generally repay at their stated maturity or if callable prior to their final maturity date. Mortgage-backed security payments increase when interest rates are low and decrease when interest rates rise. Most of the Company’s loans permit the borrower to prepay the principal balance prior to maturity without penalty. The likelihood of prepayment depends on a number of factors: current interest rate and interest rate index (if any) on the loan, the financial ability of the borrower to refinance, the economic benefit to be obtained from refinancing, availability of refinancing at attractive terms, as well as economic, other factors in specific geographic areas which affect the sales and price levels of residential, and commercial property. In a changing interest rate environment, prepayments may increase or decrease on fixed and adjustable rate loans depending on the current relative levels and expectations of future short-term and long-term interest rates. Prepayments on adjustable rate loans generally increase when long-term interest rates fall or are at historically low levels relative to short-term interest rates, thus making fixed rate loans more desirable. While savings and checking deposits generally may be withdrawn upon the customer’s request without prior notice, a continuing relationship with customers resulting in future deposits and withdrawals is generally predictable, leading to a dependable and uninterrupted source of funds. Time deposits generally have early withdrawal penalties, which discourage customer withdrawal prior to maturity. Short-term borrowings have fixed maturities. Certain advances from the FHLB carry prepayment penalties and are expected to be repaid in accordance with their contractual terms.

FAIR VALUE MEASUREMENTS

The Company discloses the estimated fair value of its financial instruments at December 31, 2016 and 2015 in Note 15 to the consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS

The following table summarizes the Company’s loan commitments, including letters of credit, as of December 31, 2016:

 

    

Amount of Commitment to Expire Per Period

 

 
  

 

 

 

(Dollars in thousands)

 

Type of Commitment

 

  

Total
Amount

 

    

Less than

1 year

 

    

1 to 3

Years

 

    

3 to 5

Years

 

    

Over 5
Years

 

 

 

 

 

Commercial lines of credit

 

   $ 105,215        $  90,474      $      $ 1,107      $ 13,634  

Real estate lines of credit

 

     45,787        1,814        4,017        6,524        33,432  

Consumer lines of credit

 

     611        611                       

Credit cards lines of credit

 

     4,240        4,240                       

Overdraft privilege

 

     6,910        6,910                       

Commercial real estate loan commitments

 

                                  

Letters of credit

     972        945               27         
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total commitments

   $  163,735        $104,994      $     4,017      $   7,658      $   47,066  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

All lines of credit represent either fee-paid or legally binding loan commitments for the loan categories noted. Letters of credit are also included in the amounts noted in the table since the Company requires that each letter of credit be supported by a loan agreement. The commercial and consumer lines represent both unsecured and secured obligations. The real estate lines are secured by mortgages on residential property. It is anticipated that a significant portion of these lines will expire without being drawn upon.

 

 

20

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


2016 FINANCIAL REVIEW

 

 

The following table summarizes the Company’s other contractual obligations, exclusive of interest, as of December 31, 2016:

 

    

Payment Due by Period

 

 
  

 

 

 

(Dollars in thousands)

 

Contractual Obligations

 

  

Total
Amount

 

      

Less than
1 year

 

      

1 to 3
Years

 

      

3 to 5
Years

 

      

Over 5
Years

 

 

 

 

 

Total time deposits

 

   $ 112,109        $ 57,670        $ 42,839        $ 11,600        $  

Short-term borrowings

 

     48,742          48,742                             

Other borrowings

 

     12,385          10,730          923          477          255  

Operating leases

     305          152          153                    
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total obligations

   $   173,541        $   117,294        $   43,915        $   12,077        $   255  
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

The other borrowings noted in the preceding table represent borrowings from the FHLB. The notes require payment of interest on a monthly basis with principal due in monthly installments or at maturity, depending upon the issue. The obligations bear stated fixed interest rates and stipulate a prepayment penalty if the note’s interest rate exceeds the current market rate for similar borrowings at the time of repayment. As the notes mature, the Company evaluates the liquidity and interest rate circumstances, at that time, to determine whether to pay off or renew the note. The evaluation process typically includes: the strength of current and projected customer loan demand, the Company’s federal funds sold or purchased position, projected cash flows from maturing investment securities, the current and projected market interest rate environment, local and national economic conditions, and customer demand for the Company’s deposit product offerings.

CRITICAL ACCOUNTING POLICIES

The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and follow general practices within the commercial banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements. These estimates, assumptions, and judgments are based upon the information available as of the date of the financial statements.

The most significant accounting policies followed by the Company are presented in the Summary of Significant Accounting Policies. These policies, along with the other disclosures presented in the Notes to Consolidated Financial Statements and the 2016 Financial Review, provide information about how significant assets and liabilities are valued in the financial statements and how those values are determined. Management has identified the other-than-temporary impairment of securities, allowance for loan losses, goodwill, and the fair value of financial instruments as the accounting areas that require the most subjective and complex estimates, assumptions and judgments and, as such, could be the most subject to revision as new information becomes available.

Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

As previously noted in the section entitled Allowance for Loan Losses, management performs an analysis to assess the adequacy of its allowance for loan losses. This analysis encompasses a variety of factors including: the potential loss exposure for individually reviewed loans, the historical loss experience, the volume of nonperforming loans (i.e., loans in nonaccrual status or past due 90 days or more), the volume of loans past due, any significant changes in lending or loan review staff, an evaluation of current and future local and national economic conditions, any significant changes in the volume or mix of loans within each category, a review of the significant concentrations of credit, and any legal, competitive, or regulatory concerns.

The Company accounts for business combinations using the acquisition method of accounting. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives, consisting of core deposit intangibles, are amortized using accelerated methods over their estimated weighted-average useful lives, approximating ten years. Additional information is presented in Note 5, Core Deposit Intangible Assets.

The Company groups financial assets and financial liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level I valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level II valuations are for instruments that trade in less active dealer or broker markets and incorporate values obtained for identical or comparable instruments. Level III valuations are derived from other valuation methodologies, including discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level III valuations incorporate certain assumptions and projections in determining the fair value assigned to each instrument.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

21

 


2016 FINANCIAL REVIEW

 

 

IMPACT OF INFLATION AND CHANGING PRICES

The consolidated financial statements and related data presented herein have been prepared in accordance with U.S. generally accepted accounting principles, requiring measurement of financial position, and results of operations primarily in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Most assets and liabilities of the Company are monetary in nature. Therefore, 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 magnitude as prices of goods and services. The liquidity, maturity structure, and quality of the Company’s assets and liabilities are critical to maintenance of acceptable performance levels.

COMMON STOCK AND SHAREHOLDER INFORMATION

Common shares of the Company are not traded on an established market. Shares are traded on the OTC market through broker/ dealers under the symbol “CSBB” and through private transactions. The table below represents the range of high and low prices paid for transactions known to the Company. Management does not have knowledge of prices paid on all transactions. Because of the lack of an established market, these prices may not reflect the prices at which stock would trade in an active market. These quotations reflect interdealer prices, without mark-up, mark-down, or commission and may not represent actual transactions. The table specifies cash dividends declared by the Company to its shareholders during 2016 and 2015. No assurances can be given that future dividends will be declared, or if declared, what the amount of any such dividends will be. Additional information concerning restrictions over the payment of dividends is included in Note 12 of the consolidated financial statements.

Quarterly Common Stock Price and Dividend Data

 

Quarter Ended

 

  

    High

 

    

   Low

 

    

Dividends
Declared
Per Share

 

    

  Dividends
  Declared

 

 

March 31, 2016

 

     $   24.50        $   22.10        $   0.19        $   521,026

June 30, 2016

 

       26.00          23.27          0.19          521,026

September 30, 2016

 

       26.00          23.80          0.20          548,449

December 31, 2016

       33.50          25.17          0.20          548,449

March 31, 2015

 

     $   23.00        $   21.50        $   0.19        $   520,487

June 30, 2015

 

       27.00          22.26          0.19          520,487

September 30, 2015

 

       25.50          23.95          0.19          520,487

December 31, 2015

       24.74          23.90          0.19          520,487

As of December 31, 2016, the Company had 1,234 shareholders of record and 2,742,242 outstanding shares of common stock.

 

 

22

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


REPORT ON MANAGEMENT’S ASSESSMENT OF

INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The management of CSB Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Management has designed our internal control over financial reporting to provide reasonable assurance that our published financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles.

Management is required by paragraph (c) of Rule 13a-15 of the Securities Exchange Act of 1934, as amended, to assess the effectiveness of our internal control over financial reporting as of each year-end. In making this assessment, management used the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management conducted the required assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016. Based upon this assessment, management believes that our internal control over financial reporting is effective as of December 31, 2016.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

LOGO

  

LOGO

Eddie L. Steiner    Paula J. Meiler

President,

  

Senior Vice President,

Chief Executive Officer

  

Chief Financial Officer

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

23

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

LOGO

Board of Directors and Shareholders

CSB Bancorp, Inc.

We have audited the accompanying consolidated balance sheets of CSB Bancorp, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. These consolidated financial statements are the responsibility of CSB Bancorp, Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. CSB Bancorp, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of CSB Bancorp, Inc.’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CSB Bancorp, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

 

   LOGO

Cranberry Township, Pennsylvania

March 2, 2017

 

 

24

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


CONSOLIDATED BALANCE SHEETS

December 31, 2016 and 2015

 

(Dollars in thousands, except share data)

 

  

2016

 

      

2015

 

 

 

 

 

ASSETS

       

 

Cash and cash equivalents

       

 

Cash and due from banks

   $ 13,590        $ 17,341  

 

Interest-earning deposits in other banks

     23,248          20,931  
  

 

 

      

 

 

 

 

Total cash and cash equivalents

     36,838          38,272  
  

 

 

      

 

 

 

Securities

       

 

Available-for-sale, at fair value

     103,875          127,969  

 

Held-to-maturity; fair value of $23,444 in 2016 and $34,011 in 2015

     23,883          33,819  

 

Restricted stock, at cost

     4,614          4,614  
  

 

 

      

 

 

 

 

Total securities

     132,372          166,402  
  

 

 

      

 

 

 

Loans held for sale

              47  

Loans

     475,449          422,871  

 

Less allowance for loan losses

     5,291          4,662  
  

 

 

      

 

 

 

 

Net loans

     470,158          418,209  
  

 

 

      

 

 

 

Premises and equipment, net

     8,749          8,209  

 

Core deposit intangible

     383          504  

 

Goodwill

     4,728          4,728  

 

Bank-owned life insurance

     10,361          10,085  

 

Accrued interest receivable and other assets

     6,389          3,858  
  

 

 

      

 

 

 

 

TOTAL ASSETS

   $ 669,978        $ 650,314  
  

 

 

      

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

       

LIABILITIES

       

 

Deposits

       

 

Noninterest-bearing

   $ 167,824        $ 151,549  

 

Interest-bearing

     372,961          373,493  
  

 

 

      

 

 

 

Total deposits

     540,785          525,042  
  

 

 

      

 

 

 

Short-term borrowings

     48,742          48,598  

 

Other borrowings

     12,385          13,465  

 

Accrued interest payable and other liabilities

     2,651          1,943  
  

 

 

      

 

 

 

 

Total liabilities

     604,563          589,048  
  

 

 

      

 

 

 

SHAREHOLDERS’ EQUITY

       

Common stock, $6.25 par value. Authorized 9,000,000 shares; issued 2,980,602 shares; outstanding 2,742,242 shares in 2016 and 2,740,996 in 2015

     18,629          18,629  

 

Additional paid-in capital

     9,815          9,846  

 

Retained earnings

     42,629          38,030  

 

Treasury stock at cost – 238,360 shares in 2016 and 239,606 in 2015

     (4,784        (4,822

 

Accumulated other comprehensive loss

     (874        (417
  

 

 

      

 

 

 

 

Total shareholders’ equity

     65,415          61,266  
  

 

 

      

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $   669,978        $   650,314  
  

 

 

      

 

 

 

These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

25

 


CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2016, 2015, and 2014

 

(Dollars in thousands, except per share data)

 

  

2016

 

      

2015

 

      

2014

 

 

 

 

 

INTEREST AND DIVIDEND INCOME

 

            

Loans, including fees

 

   $   20,278        $   18,548        $   18,290  

Taxable securities

 

     2,598          2,790          2,857  

Nontaxable securities

 

     646          563          466  

Other

     110          96          43  
  

 

 

      

 

 

      

 

 

 

Total interest and dividend income

     23,632          21,997          21,656  
  

 

 

      

 

 

      

 

 

 

INTEREST EXPENSE

            

Deposits

 

     1,006          1,081          1,166  

Short-term borrowings

 

     73          71          77  

Other borrowings

     394          415          486  
  

 

 

      

 

 

      

 

 

 

Total interest expense

     1,473          1,567          1,729  
  

 

 

      

 

 

      

 

 

 

NET INTEREST INCOME

 

     22,159          20,430          19,927  

PROVISION FOR LOAN LOSSES

     493          389          643  
  

 

 

      

 

 

      

 

 

 

Net interest income, after provision for loan losses

     21,666          20,041          19,284  
  

 

 

      

 

 

      

 

 

 

NONINTEREST INCOME

 

            

Service charges on deposit accounts

 

     1,166          1,203          1,269  

Trust services

 

     861          860          811  

Debit card interchange fees

 

     1,087          988          910  

Securities gains

 

     1          56          133  

Gain on sale of loans, net

 

     309          363          198  

Earnings on bank-owned life insurance

 

     276          270          264  

Other income

     596          684          665  
  

 

 

      

 

 

      

 

 

 

Total noninterest income

     4,296          4,424          4,250  
  

 

 

      

 

 

      

 

 

 

NONINTEREST EXPENSES

 

            

Salaries and employee benefits

 

     9,354          8,819          8,321  

Occupancy expense

 

     973          1,027          1,014  

Equipment expense

 

     679          663          715  

Professional and director fees

 

     832          830          725  

Financial institutions and franchise tax

 

     427          400          361  

Marketing and public relations

 

     415          419          378  

Software expense

 

     799          801          727  

Debit card expense

 

     445          413          421  

Amortization of intangible assets

 

     121          125          130  

FDIC insurance expense

 

     282          357          358  

Other expenses

     1,928          1,942          1,932  
  

 

 

      

 

 

      

 

 

 

Total noninterest expenses

     16,255          15,796          15,082  
  

 

 

      

 

 

      

 

 

 

Income before income taxes

 

     9,707          8,669          8,452  

FEDERAL INCOME TAX PROVISION

     2,969          2,647          2,568  
  

 

 

      

 

 

      

 

 

 

NET INCOME

   $ 6,738        $ 6,022        $ 5,884  
  

 

 

      

 

 

      

 

 

 

NET INCOME PER SHARE

 

            

Basic

   $ 2.46        $ 2.20        $ 2.15  
  

 

 

      

 

 

      

 

 

 

Diluted

   $ 2.46        $ 2.20        $ 2.15  
  

 

 

      

 

 

      

 

 

 

These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.

 

 

26

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2016, 2015, and 2014

 

(Dollars in thousands)

 

  

2016

 

      

2015

 

      

2014

 

 

Net income

   $ 6,738        $ 6,022        $ 5,884  
  

 

 

      

 

 

      

 

 

 

Other comprehensive income (loss)

            

Unrealized gains (losses) arising during the period

     (1,221        (551        1,612  

Amounts reclassified from accumulated other comprehensive income, held-to-maturity

     530          403          301  

Income tax effect

     235          50          (651

Reclassification adjustment for gains on available-for-sale securities included in net income

     (1        (56        (133

Income tax effect

              19          45  
  

 

 

      

 

 

      

 

 

 

Other comprehensive income (loss)

     (457        (135        1,174  
  

 

 

      

 

 

      

 

 

 

Total comprehensive income

   $   6,281        $   5,887        $   7,058  
  

 

 

      

 

 

      

 

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years Ended December 31, 2016, 2015 and 2014

 

(Dollars in thousands)

 

 

Common
Stock

 

    

Additional
Paid-In
Capital

 

  

Retained
Earnings

 

  

Treasury
Stock

 

  

Accumulated
Other
Comprehensive
Income (Loss)

 

  

Total

 

BALANCE AT DECEMBER 31, 2013

    $ 18,629        $ 9,964      $ 30,232      $ (4,958 )      $   (1,456      $ 52,411

Net income

                      5,884                      5,884

Other comprehensive income

                                    1,174        1,174

Stock options issued, 2,771 shares

               (80 )               87               7

Cash dividends declared, $0.74 per share

                      (2,026 )                      (2,026 )
   

 

 

        

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

BALANCE AT DECEMBER 31, 2014

    $ 18,629        $ 9,884      $ 34,090      $ (4,871 )      $ (282 )      $ 57,450

Net income

                      6,022                      6,022

Other comprehensive loss

                                    (135 )        (135 )

Stock options issued, 1,591 shares

               (38 )               49               11

Cash dividends declared, $0.76 per share

                      (2,082 )                      (2,082 )
   

 

 

        

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

BALANCE AT DECEMBER 31, 2015

    $ 18,629        $ 9,846      $ 38,030      $ (4,822 )      $ (417 )      $ 61,266

Net income

                      6,738                      6,738

Other comprehensive loss

                                    (457 )        (457 )

Stock options issued, 1,246 shares

               (31 )               38               7

Cash dividends declared, $0.78 per share

                      (2,139 )                      (2,139 )
   

 

 

        

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

BALANCE AT DECEMBER 31, 2016

    $  18,629        $  9,815      $  42,629      $   (4,784      $ (874 )      $  65,415
   

 

 

        

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

27

 


CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2016, 2015, and 2014

 

(Dollars in thousands)

 

  

2016

 

      

2015

 

      

2014

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net income

   $ 6,738        $ 6,022        $ 5,884  

Adjustments to reconcile net income to net cash provided by operating activities:

            

Depreciation and amortization of premises, equipment and software

     905          916          928  

Deferred income taxes

     (4        83          175  

Provision for loan losses

     493          389          643  

Gain on sale of loans, net

     (309        (363        (198

Securities gains

     (1        (56        (133

Security amortization, net of accretion

     802          575          361  

Secondary market loan sale proceeds

     10,985          12,414          6,506  

Originations of secondary market loans held-for-sale

     (10,682        (12,083        (6,383

Bank-owned life insurance

     (276        (270        (264

Effects of changes in operating assets and liabilities:

            

Net deferred loan (fees) costs

     (262        (89        (81

Accrued interest receivable

     103          (184        45  

Accrued interest payable

     (4        (4        (12

Other assets and liabilities

     (1,521        316          (308
  

 

 

      

 

 

      

 

 

 

Net cash provided by operating activities

   $ 6,967        $ 7,666        $ 7,163  
  

 

 

      

 

 

      

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

            

Securities:

            

Proceeds from repayments, available-for-sale

   $ 49,870        $ 39,187        $ 35,337  

Proceeds from repayments, held-to-maturity

     19,404          14,834          9,273  

Purchases, available-for-sale

     (27,741        (69,684        (34,893

Purchases, held-to-maturity

     (8,998        (10,000        (3,000

Proceeds from sale of securities

     1          1,576          2,483  

Proceeds from redemption of restricted stock

                       849  

Loan originations, net of repayments

     (52,213        (6,023        (33,043

Purchase of residential real estate loans

              (5,964         

Proceeds from sale of other real estate

     26                    

Property, equipment, and software acquisitions

     (1,418        (611        (427
  

 

 

      

 

 

      

 

 

 

Net cash used in investing activities

   $   (21,069      $   (36,685      $   (23,421
  

 

 

      

 

 

      

 

 

 

 

These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.

 

 

28

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2016, 2015, and 2014

 

 

(Dollars in thousands)

 

    

2016

 

      

2015

 

      

2014

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

              

Net change in deposits

     $ 15,743        $ 24,967        $ 19,151  

Net change in short-term borrowings

       144          1,971          (2,044

Proceeds from other borrowings

                         5,000  

Repayment of other borrowings

       (1,080        (1,488        (2,506

Cash dividends paid

       (2,139        (2,082        (2,026

Proceeds from stock options exercised

                         7  
    

 

 

      

 

 

      

 

 

 

Net cash provided by financing activities

     $ 12,668        $ 23,368        $ 17,582  
    

 

 

      

 

 

      

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

       (1,434        (5,651        1,324  

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

       38,272          43,923          42,599  
    

 

 

      

 

 

      

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

     $    36,838        $    38,272        $    43,923  
    

 

 

      

 

 

      

 

 

 

SUPPLEMENTAL DISCLOSURES

              

Cash paid during the year for:

              

Interest

     $ 1,477        $ 1,571        $ 1,750  

Income taxes

       2,650          2,180          2,500  

Noncash investing activities:

              

Transfer of loans to other real estate owned

       72                    

 

 

These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

29

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

CSB Bancorp, Inc. (the “Company” or “CSB”) was incorporated in 1991 in the State of Ohio, and is a registered bank holding company. The Company’s wholly-owned subsidiaries are The Commercial and Savings Bank of Millersburg, Ohio (the “Bank”) and CSB Investment Services, LLC. The Company, through its subsidiaries, operates in one industry segment; the commercial banking industry.

The Bank, an Ohio-chartered bank organized in 1879, provides financial services through its sixteen Banking Centers located in Holmes, Tuscarawas, Wayne, and Stark counties. These communities are the source of substantially all deposit, loan, and trust activities. The majority of the Bank’s income is derived from commercial, retail lending activities, and investments in securities. Its primary deposit products are checking, savings, and term certificate accounts. Its primary lending products are residential real estate, commercial real estate, commercial, and installment loans. Substantially, all loans are secured by specific items of collateral including business assets, consumer assets, and real estate. Commercial loans are expected to be repaid with cash flow from business operations. Real estate loans are secured by both residential and commercial real estate.

Significant accounting policies followed by the Company are presented below:

 

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

In preparing the Consolidated Financial Statements, in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Balance Sheets and reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates. The most significant estimates susceptible to change in the near term relate to management’s determination of the allowance for loan losses and the fair value of financial instruments.

 

PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

The Bank has a trust department and the assets held by the Bank in fiduciary or agency capacities for its customers are not included in the Consolidated Balance Sheets as such items are not assets of the Bank.

 

CASH AND CASH EQUIVALENTS

For purposes of the Consolidated Statements of Cash Flows, cash, and cash equivalents include cash on hand and amounts due from banks which mature overnight or within ninety days.

 

CASH RESERVE REQUIREMENTS

The Bank generally is required by the Federal Reserve to maintain reserves consisting of cash on hand and noninterest-earning balances on deposit with the Federal Reserve Bank. There was no required reserve balance at December 31, 2016 and 2015.

 

SECURITIES

At the time of purchase all securities are evaluated and designated as available-for-sale or held-to-maturity. Securities designated as available-for-sale are carried at fair value with unrealized gains and losses on such securities, net of applicable income taxes, recognized as other comprehensive income (loss). At December 31, 2016, 18% of the total investment portfolio was classified as held-to-maturity. The volatility in interest rates that has occurred recently does not have as much impact on other comprehensive income as it would if the entire portfolio was included in the available-for sale category. Held-to-maturity securities are carried at their fair value on the date of transfer or at purchase value if security purchases are designated as held-to-maturity.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity based on the interest method. Such amortization and accretion is included in interest and dividends on securities.

Gains and losses on sales of securities are accounted for on a trade date basis, using the specific identification method, and are included in noninterest income. Securities are periodically reviewed for other-than-temporary impairment based upon a number of factors, including, but not limited to: the length of time and extent to which the market value has been less than cost, the financial condition of the underlying issuer, the receipt of principal and interest according to the contractual terms, the ability of the issuer to meet contractual obligations, the likelihood of the security’s ability to recover any decline in its market value and management’s intent, and ability to hold the security for a period of time sufficient to allow for a recovery in market value. Among the factors that are considered in determining management’s intent and ability to hold the security is a review of the Company’s capital adequacy, interest rate risk position, and liquidity. The assessment of a security’s ability to recover any decline in market value, the ability of the issuer to meet contractual obligations, and management’s intent and ability to hold the security requires considerable judgment. A decline in value that is considered to be other-than-temporary is recorded as a loss within noninterest income in the Consolidated Statements of Income.

 

 
30

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Investments in FHLB and Federal Reserve Bank stock are classified as restricted stock, carried at cost, and evaluated for impairment. The Bank is required to maintain an investment in common stock of the FHLB and Federal Reserve Bank because the Bank is a member of the FHLB and the Federal Reserve System. We consider these stocks to be nonmarketable equity securities.

Federal Home Loan Bank of Cincinnati reported profits for 2016 and 2015, remains in compliance with regulatory capital and liquidity requirements, continues to pay dividends on the stock and redeems its stock at par value. With consideration given to these factors, management concluded that the stock was not impaired at December 31, 2016 or 2015.

LOANS

Loans that management has the intent and ability to hold for the foreseeable future, until maturity, or pay-off, generally are stated at their outstanding principal amount, adjusted for charge-offs, the allowance for loan losses, and any deferred loan fees or costs on originated loans. Interest is accrued based upon the daily outstanding principal balance. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield over the life of the related loan.

Interest income is not reported when full repayment is in doubt, typically when the loan is impaired or payments are past due over 90 days. All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

At origination, a determination is made whether a loan will be held in the Bank’s portfolio or is intended for sale in the secondary market. Mortgage loans held for sale are recorded at the lower of the aggregate cost or fair value. Generally these loans are held for sale for less than three days. The Bank recognizes gains and losses on sales of the loans held for sale when the sale is completed.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect borrowers’ ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial, commercial real estate, construction loans, and troubled debt restructurings by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual residential real estate or consumer loans for impairment disclosures.

OTHER REAL ESTATE OWNED

Other real estate acquired through or in lieu of foreclosure is initially recorded at fair value, less estimated costs to sell, and any loan balance in excess of fair value is charged to the allowance for loan losses. Subsequent valuations are periodically performed and write-downs are included in noninterest expenses, as well as expenses related to maintenance of the properties. Gains or losses upon sale are recorded through noninterest income. There was no other real estate owned at December 31, 2016 and 2015.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost, less accumulated depreciation, and amortization. Upon the sale or disposition of the assets, the difference between the depreciated cost and proceeds is charged or credited to income. Depreciation and amortization is determined based on the estimated useful lives of the individual assets (typically 20 to 40 years for buildings and 3 to 10 years for equipment) and is computed using the straight-line method. Leasehold improvements are amortized over the useful life of the asset, or lease term, whichever is shorter.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

31

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

GOODWILL AND CORE DEPOSIT INTANGIBLE ASSETS

Goodwill is not amortized, but is tested at least annually for impairment in the fourth quarter or more frequently if indicators of impairment are present. The evaluation for impairment involves comparing the estimated current fair value of the reporting unit to its carrying value, including goodwill. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. The Company uses market capitalization and multiples of tangible book value methods to determine the estimated current fair value of its reporting unit. Based on this analysis no impairment was recorded in 2016 or 2015.

The core deposit intangible assets are assigned useful lives, which are amortized on an accelerated basis over their weighted average lives. The Company periodically reviews the intangible asset for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

 

MORTGAGE SERVICING RIGHTS

Mortgage servicing rights (“MSRs”) represent the right to service loans for third-party investors. MSRs are recognized as a separate asset upon the sale of mortgage loans to a third-party investor with the servicing rights retained by the Company. Originated MSRs are recorded at allocated fair value at the time of the sale of the loans to the third-party investor. MSRs are amortized in proportion to and over the estimated period of net servicing income. MSRs are carried at amortized cost, less a valuation allowance for impairment, if any. MSRs are evaluated on a discounted earnings basis to determine the present value of future earnings of the underlying serviced mortgages. All assumptions are reviewed annually, or more frequently if necessary, adjusted to reflect current, and anticipated market conditions.

 

BANK-OWNED LIFE INSURANCE

The cash surrender value of these policies is included as an asset on the Consolidated Balance Sheets and any increases in the cash surrender value are recorded as noninterest income on the Consolidated Statements of Income. In the event of the death of an insured individual under these policies, the Company would receive a death benefit, which would be recorded as noninterest income.

 

REPURCHASE AGREEMENTS

Substantially all securities sold under repurchase agreements represent amounts advanced by various customers. Securities owned by the Bank are pledged to secure those obligations. Repurchase agreements are not deposits and are not covered by federal deposit insurance.

 

ADVERTISING COSTS

All advertising costs are expensed as incurred. Advertising expenses amounted to $215 thousand, $229 thousand, and $182 thousand for the years ended 2016, 2015, and 2014, respectively.

 

FEDERAL INCOME TAXES

The Company and its subsidiaries file a consolidated tax return. Deferred income taxes are provided on temporary differences between financial statement and income tax reporting. Temporary differences are differences between the amounts of assets, liabilities reported for financial statement purposes, and their tax bases. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns.

The Bank, domiciled in Ohio, is not currently subject to state and local income taxes.

 

STOCK-BASED COMPENSATION

The Company previously sponsored a stock-based compensation plan that expired in 2013. All outstanding awards at December 31, 2015 were exercised during the first quarter of 2016. There were no stock options outstanding at December 31, 2016. The Company recorded no stock-based compensation expense for 2016, 2015, or 2014.

 

COMPREHENSIVE INCOME

The Company includes recognized revenue, expenses, gains, and losses in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the Consolidated Balance Sheets, these items along with net income are components of comprehensive income.

 

 
32

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

TRANSFERS OF FINANCIAL ASSETS

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

PER SHARE DATA

Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted income per common share includes the dilutive effect of additional potential common shares issuable under stock options.

The weighted average number of common shares outstanding for basic and diluted earnings per share computations was as follows:

 

    

2016

 

      

2015

 

      

2014

 

 

 

 

 

Weighted average common shares

  

 

 

 

2,980,602

 

 

    

 

 

 

2,980,602

 

 

    

 

 

 

2,980,602

 

 

Average treasury shares

     (238,574        (241,132        (242,966
  

 

 

      

 

 

      

 

 

 

Total weighted average common shares outstanding (basic)

     2,742,028          2,739,470          2,737,636  

Dilutive effect of assumed exercise of stock options

              2,638          1,442  
  

 

 

      

 

 

      

 

 

 

Weighted average common shares outstanding (diluted)

     2,742,028          2,742,108          2,739,078  
  

 

 

      

 

 

      

 

 

 

Dividends per share are based on the number of shares outstanding at the declaration date.

There were no stock options outstanding at December 31, 2016 with 5,952 stock options outstanding at December 31, 2015.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

ASU 2014-09 – Revenue from Contracts with Customers. The amendments in ASU 2014-09 require an entity to recognize revenue upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and the FASB issued a one-year deferral for implementation, which results in new guidance being effective for annual and interim reporting periods beginning after December 15, 2017. For public entities with a calendar year-end, the new guidance is effective in the quarter and year beginning January 1, 2018. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

ASU 2016-01 – Recognition and Measurement of Financial Assets and Financial Liabilities. This Update sets forth targeted improvements to GAAP including, but not limited to, requiring an entity to recognize the changes in fair value of equity investments in the income statement, requiring public business entities to use the exit price when measuring the fair value of financial instruments for financial statement disclosure purposes, eliminating certain disclosures required by existing GAAP, and providing for additional disclosures. The Update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Update is not expected to have a significant impact on the Company’s financial position or results of operations.

ASU 2016-02 – Leases. This Update sets forth a new lease accounting model for lessors and lessees. For lessees, virtually all leases will be required to be recognized on the balance sheet by recording a right-of-use asset. Subsequent accounting for leases varies depending on whether the lease is an operating lease or a finance lease. The accounting provided by a lessor is largely unchanged from that applied under the existing guidance. The ASU requires additional qualitative and quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Update is effective for fiscal years beginning after December 15, 2018, with early application permitted. We expect the Update will result in an increase in total assets and liabilities. The amount of the increase will be impacted by the leases outstanding at the time of adoption and their remaining term at that time. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

ASU 2016-13 – Financial Instruments – Credit Losses. The Update requires that financial assets be presented at the net amount expected to be collected (i.e. net of expected credit losses), eliminating the probable recognition threshold for credit losses on financial assets measured at amortized cost. The measurement of expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Update is effective for annual and interim periods beginning after December 15, 2019.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

33

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Early adoption is permitted for annual and interim periods beginning after December 15, 2018. We expect the Update will result in an increase in the allowance for credit losses for the estimated life of the financial asset, including an estimate for debt securities. The amount of the increase will be impacted by the portfolio composition and quality at the adoption date, as well as economic conditions and forecasts at that time. A cumulative-effect adjustment to retained earnings is required as of the beginning of the year of adoption. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

ASU 2016-15 – Classification of Certain Cash Receipts and Cash Payments. The amendments in this Update add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. Current guidance lacks consistent principles for evaluating the classification of cash payments and receipts in the statement of cash flows. FASB issued the ASU with the intent of reducing diversity in practice with respect to several types of cash flows. The amendments in this Update are effective using a retrospective transition approach for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s statement of cash flows.

ASU 2016-19 – Technical Corrections and Improvements. This Update represents changes to clarify, correct errors, or make minor improvements to the Accounting Standards Codification. The amendments make the Accounting Standards Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. Most of the amendments in this Update do not require transition guidance and are effective upon issuance of this Update. This Update is not expected to have a significant impact on the Company’s financial statements.

ASU 2017-03 – Accounting Changes and Error Corrections. This ASU adds an SEC paragraph to the Codification following an SEC Staff Announcement about applying Staff Accounting Bulletin Topic 11.M. Specifically, this announcement applies to: Revenue from Contracts with Customers, Leases, and Financial Instruments - Credit Losses. A registrant should evaluate ASUs that have not yet been adopted to determine the appropriate financial statement disclosures about the potential material effects of those ASUs on the financial statements when adopted. If a registrant does not know or cannot reasonably estimate the impact that adoption of the ASUs referenced in this announcement are expected to have on the financial statements, then in addition to making a statement to that effect, that registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted. In this regard, the SEC staff expects the additional qualitative disclosures to include a description of the effect of the accounting policies that the registrant expects to apply, if determined, and a comparison to the registrant’s current accounting policies. Also, a registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. The amendments in this Update are effective immediately.

RECLASSIFICATION OF COMPARATIVE AMOUNTS

Certain comparative amounts from the prior years have been reclassified to conform to current year classifications. Such classifications had no effect on net income or shareholders’ equity.

 

 

34

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 2 – SECURITIES

Securities consisted of the following at December 31:

 

(Dollars in thousands)

 

  

Amortized
Cost

 

  

Gross
Unrealized
Gains

 

  

Gross
Unrealized
Losses

 

  

Fair
Value

 

2016

                   

Available-for-sale

                   

U.S. Treasury security

     $ 1,001      $      $      $ 1,001

U.S. Government agencies

       6,500               98        6,402

Mortgage-backed securities of government agencies

       56,187        239        589        55,837

Other mortgage-backed securities

       65                      65

Asset-backed securities of government agencies

       1,312               46        1,266

State and political subdivisions

       30,007        140        439        29,708

Corporate bonds

       9,632        28        144        9,516

Equity securities

       53        27               80
    

 

 

      

 

 

      

 

 

      

 

 

 

Total available-for-sale

       104,757        434        1,316        103,875

Held-to-maturity

                   

U.S. Government agencies

       9,472        17        396        9,093

Mortgage-backed securities of government agencies

       14,411        141        201        14,351
    

 

 

      

 

 

      

 

 

      

 

 

 

Total held-to-maturity

       23,883        158        597        23,444

Restricted stock

       4,614                      4,614
    

 

 

      

 

 

      

 

 

      

 

 

 

Total securities

     $ 133,254      $ 592      $ 1,913      $ 131,933
    

 

 

      

 

 

      

 

 

      

 

 

 

2015

                   

Available-for-sale

                   

U.S. Treasury security

     $ 1,002      $      $ 2      $ 1,000

U.S. Government agencies

       18,239        5        126        18,118

Mortgage-backed securities of government agencies

       62,930        527        278        63,179

Other mortgage-backed securities

       104                      104

Asset-backed securities of government agencies

       1,464               72        1,392

State and political subdivisions

       24,924        418        41        25,301

Corporate bonds

       18,912        7        108        18,811

Equity securities

       53        11               64
    

 

 

      

 

 

      

 

 

      

 

 

 

Total available-for-sale

       127,628        968        627        127,969

Held-to-maturity

                   

U.S. Government agencies

       15,586        312        46        15,852

Mortgage-backed securities of government agencies

       18,233        81        155        18,159
    

 

 

      

 

 

      

 

 

      

 

 

 

Total held-to-maturity

       33,819        393        201        34,011

Restricted stock

       4,614                      4,614
    

 

 

      

 

 

      

 

 

      

 

 

 

Total securities

     $   166,061      $   1,361      $     828      $   166,594
    

 

 

      

 

 

      

 

 

      

 

 

 

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

35

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SECURITIES (CONTINUED)

 

The amortized cost and fair value of debt securities at December 31, 2016, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

(Dollars in thousands)

 

  

Amortized
Cost

 

      

Fair
Value

 

 

Available-for-sale

       

Due in one year or less

   $ 4,313        $ 4,315  

Due after one through five years

     22,039          22,037  

Due after five through ten years

     23,715          23,452  

Due after ten years

     54,637          53,991  
  

 

 

      

 

 

 

Total debt securities available-for-sale

   $ 104,704        $   103,795  
  

 

 

      

 

 

 

Held-to-maturity

       

Due in one year or less

   $        $  

Due after one through five years

               

Due after five through ten years

     3,474          3,334  

Due after ten years

     20,409          20,110  
  

 

 

      

 

 

 

Total debt securities held-to-maturity

   $ 23,883        $ 23,444  
  

 

 

      

 

 

 

Securities with a carrying value of approximately $94.8 million and $100.5 million were pledged at December 31, 2016 and 2015, respectively, to secure public deposits, as well as other deposits and borrowings as required or permitted by law.

Restricted stock primarily consists of investments in FHLB and Federal Reserve Bank stock. The Bank’s investment in FHLB stock amounted to $4.1 million at December 31, 2016 and 2015, respectively. Federal Reserve Bank stock was $471 thousand at December 31, 2016 and 2015.

The following table shows the proceeds from sales of available-for-sale securities and the gross realized gains and losses on the sales of those securities that have been included in earnings as a result of the sales in 2016, 2015, and 2014.

 

(Dollars in thousands)

 

    

2016

 

      

2015

 

      

2014

 

 

Proceeds

     $           1        $       1,576        $       2,483  

Realized gains

     $ 1        $ 56        $ 133  

Realized losses

                          
    

 

 

      

 

 

      

 

 

 

Net securities gains

     $ 1        $ 56        $ 133  
    

 

 

      

 

 

      

 

 

 

 

 

36

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SECURITIES (CONTINUED)

 

The following table presents gross unrealized losses, fair value of securities, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position, at December 31:

Securities in a Continuous Unrealized Loss Position

 

     Less Than 12 Months    12 Months Or More    Total

(Dollars in thousands)

 

  

Gross
Unrealized
Losses

 

  

Fair
Value

 

  

Gross
Unrealized
Losses

 

  

Fair
Value

 

  

Gross
Unrealized
Losses

 

  

Fair
Value

 

2016

                             

Available-for-sale

                             

U.S. Government agencies

     $ 98      $ 6,402      $      $      $ 98      $ 6,402

Mortgage-backed securities of government agencies

       589        27,243                      589        27,243

Asset-backed securities of government agencies

                     46        1,266        46        1,266

State and political subdivisions

       439        19,328                      439        19,328

Corporate bonds

       33        3,593        111        1,889        144        5,482

Held-to-maturity

                             

U.S. Government agencies

       396        8,602                      396        8,602

Mortgage-backed securities of government agencies

       28        2,018        173        3,621        201        5,639
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total temporarily impaired securities

     $     1,583      $ 67,186      $   330      $ 6,776      $     1,913      $ 73,962
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

2015

                             

Available-for-sale

                             

U.S. Treasury security

     $ 2      $ 1,000      $      $      $ 2      $ 1,000

U.S. Government agencies

       67        9,172        59        4,941        126        14,113

Mortgage-backed securities of government agencies

       278        20,231                      278        20,231

Asset-backed securities of government agencies

       72        1,392                      72        1,392

State and political subdivisions

       33        2,652        8        1,120        41        3,772

Corporate bonds

       108        15,282                      108        15,282

Held-to-maturity

                             

U.S. Government agencies

       46        5,954                      46        5,954

Mortgage-backed securities of government agencies

       155        12,994                      155        12,994
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total temporarily impaired securities

     $ 761      $   68,677      $ 67      $   6,061      $ 828      $   74,738
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

There were 93 securities in an unrealized loss position at December 31, 2016, five of which were in a continuous loss position for twelve or more months. At least quarterly, the Company conducts a comprehensive security-level impairment assessment. The assessments are based on the nature of the securities, the extent and duration of the securities, the extent and duration of the loss, and management’s intent to sell or if it is more likely than not that management will be required to sell a security before recovery of its amortized cost basis, which may be maturity. Management believes the Company will fully recover the cost of these securities and it does not intend to sell these securities and likely will not be required to sell them before the anticipated recovery of the remaining amortized cost basis, which may be maturity. As a result, management concluded that these securities were not other-than-temporarily impaired at December 31, 2016.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

37

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 3 – LOANS

Loans consisted of the following at December 31:

 

(Dollars in thousands)

 

  

2016

 

   

2015

 

 

 

 

Commercial

   $    134,268     $    123,143  

Commercial real estate

     159,475       148,775  

Residential real estate

     144,489       125,775  

Construction & land development

     23,428       15,452  

Consumer

     13,308       9,268  
  

 

 

   

 

 

 

Total loans before deferred costs

     474,968       422,413  

Deferred loan costs

     481       458  
  

 

 

   

 

 

 

Total loans

   $    475,449     $    422,871  
  

 

 

   

 

 

 

 

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand their business. Underwriting standards are designed to promote relationship banking rather than transactional banking. The Company’s management examines current and occasionally projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. However, the cash flows of borrowers may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single industry. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At December 31, 2016 and 2015, approximately 77% and 76%, respectively, of the outstanding principal balance of the Company’s commercial real estate loans were secured by owner-occupied properties.

With respect to loans to developers and builders that are secured by non-owner occupied properties, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction and land development loans are underwritten utilizing independent appraisal reviews, sensitivity analysis of absorption, lease rates, and financial analysis of developers and property owners. Construction and land development loans are generally based upon estimates of costs and value associated with the completed project. These estimates may be inaccurate. Construction and land development loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property, or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

The Company originates consumer loans utilizing a judgmental underwriting process. Policies and procedures are developed and modified, as needed, jointly by line and staff personnel to monitor and manage consumer loan risk. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk.

The Company maintains an independent loan review department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

 

 

38

2016 Report to Shareholders   |   CSB Bancorp, Inc.
 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – LOANS (CONTINUED)

 

Concentrations of Credit

Nearly all of the Company’s lending activity occurs within the State of Ohio, including the four counties of Holmes, Stark, Tuscarawas, and Wayne, as well as other markets. The majority of the Company’s loan portfolio consists of commercial and industrial and commercial real estate loans. As of December 31, 2016 and 2015, there were no concentrations of loans to any single industry.

Allowance for Loan Losses

The following table details activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2016, 2015, and 2014. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

During 2016, the largest increase in the provision for loan losses occurred in the commercial loan category. The increase was primarily due to the specific allocation related to one loan relationship along with charge-offs of loans in this category. The increase in the provision amounts allocated to the remaining loan categories, primarily relate to loan growth. The decrease in the provision amount allocated to the commercial real estate category is primarily due to the recovery of prior loan charge-offs.

During 2015, the increase in the provision for loan losses related to commercial loans was primarily due to an increase in the specific allowance related to impaired loans in this category. The decrease in the provision related to commercial real estate loans was due to the improved credit quality of loans in this category. The increase in the provision related to residential real estate loans was due to the increase in net charge-offs of loans in this category as well as the increase in loan volume.

During 2014, the increase in the provision for loan losses related to commercial loans was primarily due to the increase in the historical loss rate of loans in this category. The increase in the provision related to commercial real estate loans was affected by an increase in loan balances, offset by a decrease in impaired loans. The decrease in the provision related to residential real estate loans was affected by the decrease in the specific allocation amounts related to impaired residential real estate loans, as well as a decrease in the historical loss rates of the loans in this category. The decrease in the provision related to construction and consumer loans was due to the decrease in the historical loss rates in both of these categories.

Summary of Allowance for Loan Losses

 

(Dollars in thousands)     Commercial       Commercial  
Real Estate
    Residential  
Real Estate
 

  Construction  

& Land
Development

    Consumer       Unallocated     Total

December 31, 2016

                           

Beginning balance

    $ 1,664     $ 1,271     $ 1,086     $ 123     $ 86     $ 432     $ 4,662

Provision for loan losses

      626       (291 )       110       55       113       (120 )       493

Charge-offs

      (297 )       (50 )       (12 )             (59 )           (418 )

Recoveries

      214       334       5             1           554
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net charge-offs

      (83 )       284       (7 )             (58 )           136
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ending balance

    $   2,207     $ 1,264     $ 1,189     $ 178     $  141     $ 312     $ 5,291
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

December 31, 2015

                           

Beginning balance

    $ 1,289     $ 1,524     $ 1,039     $ 142     $ 60     $ 327     $ 4,381

Provision for loan losses

      285       (205 )       161       (19 )       62       105       389

Charge-offs

      (109 )       (61 )       (132 )             (46 )           (348 )

Recoveries

      199       13       18             10           240
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net charge-offs

      90       (48 )       (114 )             (36 )           (108 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ending balance

    $ 1,664     $ 1,271     $ 1,086     $ 123     $ 86     $   432     $   4,662
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

December 31, 2014

                           

Beginning balance

    $ 1,219     $ 1,872     $ 1,205     $ 178     $ 91     $ 520     $ 5,085

Provision for loan losses

      1,047       23       (164 )       (36 )       (34 )       (193 )       643

Charge-offs

      (1,005 )       (379 )       (27 )             (11 )           (1,422 )

Recoveries

      28       8       25             14           75
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net charge-offs

      (977 )       (371 )       (2 )             3           (1,347 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ending balance

    $ 1,289     $   1,524     $   1,039     $   142     $ 60     $ 327     $ 4,381
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

39

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – LOANS (CONTINUED)

 

The following table presents the balance in the allowance for loan losses and the ending loan balances by portfolio segment and impairment method as of December 31:

 

(Dollars in thousands)  

Commercial

 

  Commercial  
Real Estate

   Residential
Real Estate
    Construction  
& Land
Development
  Consumer  

  Unallocated  

  Total

2016

                            

Allowance for loan losses:

                            

Ending allowance balances attributable to loans:

                            

Individually evaluated for impairment

    $ 705     $      $ 24     $     $     $     $ 729

Collectively evaluated for impairment

      1,502       1,264        1,165       178       141       312       4,562
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total ending allowance balance

    $ 2,207     $ 1,264      $ 1,189     $ 178     $ 141     $   312     $ 5,291
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Loans:

                            

Loans individually evaluated for impairment

    $ 5,028     $ 621      $ 1,507     $     $         $ 7,156

Loans collectively evaluated for impairment

      129,240       158,854        142,982       23,428       13,308           467,812
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

         

 

 

 

Total ending loans balance

    $ 134,268     $ 159,475      $ 144,489     $ 23,428     $  13,308         $ 474,968
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

         

 

 

 

2015

                            

Allowance for loan losses:

                            

Ending allowance balances attributable to loans:

                            

Individually evaluated for impairment

    $ 299     $ 64      $ 26     $     $     $     $ 389

Collectively evaluated for impairment

      1,365       1,207        1,060       123       86       432       4,273
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total ending allowance balance

    $ 1,664     $ 1,271      $ 1,086     $ 123     $ 86     $ 432     $ 4,662
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Loans:

                            

Loans individually evaluated for impairment

    $ 6,127     $ 1,064      $ 1,533     $     $         $ 8,724

Loans collectively evaluated for impairment

      117,016       147,711        124,242       15,452       9,268           413,689
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

         

 

 

 

Total ending loans balance

    $   123,143     $   148,775      $   125,775     $   15,452     $ 9,268         $   422,413
   

 

 

     

 

 

      

 

 

     

 

 

     

 

 

         

 

 

 

 

 

40

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – LOANS (CONTINUED)

 

The following table presents loans individually evaluated for impairment by class of loans as of December 31:

 

(Dollars in thousands)   Unpaid
Principal
Balance
  Recorded
Investment
With No
Allowance
  Recorded
Investment
With Allowance
  Total
Recorded
Investment
  Related
Allowance
  Average
Recorded
Investment
  Interest
Income
Recognized

2016

                           

Commercial

    $ 5,476     $ 1,690     $ 3,354     $ 5,044     $ 705     $ 6,609     $ 241

Commercial real estate

      796       600       21       621             786       10

Residential real estate

      1,681       1,036       472       1,508       24       1,507       61

Construction & land development

                                         
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total impaired loans

    $ 7,953     $ 3,326     $ 3,847     $ 7,173     $ 729     $ 8,902     $ 312
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

2015

                           

Commercial

    $ 6,541     $ 5,832     $ 301     $ 6,133     $ 299     $ 5,972     $ 230

Commercial real estate

      1,265       670       393       1,063       64       1,420       18

Residential real estate

      1,689       967       568       1,535       26       1,671       61

Construction & land development

                                         
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total impaired loans

    $ 9,495     $ 7,469     $ 1,262     $ 8,731     $ 389     $ 9,063     $ 309
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

2014

                           

Commercial

    $ 7,011     $ 5,889     $ 37     $ 5,926     $     $ 6,739     $ 208

Commercial real estate

      1,836       950       728       1,678       109       2,723       90

Residential real estate

      1,721       885       730       1,615       75       1,796       61

Construction & land development

                                         
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total impaired loans

    $   10,568     $   7,724     $   1,495     $   9,219     $   184     $  11,258     $   359
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

41

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – LOANS (CONTINUED)

 

The following table presents the aging of past due and nonaccrual loans by class of loans as of December 31:

 

(Dollars in thousands)    Current    30-59 Days
Past Due
   60-89 Days
Past Due
   90 Days +
Past Due
   Nonaccrual    Total Past
Due and
Nonaccrual
   Total
Loans

2016

                                  

Commercial

     $ 133,630      $ 151      $ 62      $      $ 425      $ 638      $ 134,268

Commercial real estate

       158,504        435               39        497        971        159,475

Residential real estate

       142,926        816        61        196        490        1,563        144,489

Construction & land development

       23,428                                           23,428

Consumer

       13,234        21        16               37        74        13,308
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total loans

     $ 471,722      $   1,423      $ 139      $ 235      $ 1,449      $ 3,246      $ 474,968
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

2015

                                  

Commercial

     $ 122,760      $ 34      $ 172      $      $ 177      $ 383      $ 123,143

Commercial real estate

       147,920               59               796        855        148,775

Residential real estate

       124,408        486        173        105        603        1,367        125,775

Construction & land development

       15,452                                           15,452

Consumer

       9,105        163                             163        9,268
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total loans

     $   419,645      $ 683      $   404      $     105      $   1,576      $   2,768      $   422,413
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Troubled Debt Restructurings

The Company had troubled debt restructurings (“TDRs”) of $6.4 million as of December 31, 2016, with $711 thousand of specific reserves allocated to customers whose loan terms have been modified in TDRs. As of December 31, 2015, the Company had TDRs of $7.6 million, with $26 thousand of specific reserves allocated. At December 31, 2016, $6 million of the loans classified as TDRs were performing in accordance with their modified terms. The remaining $394 thousand were classified as nonaccrual.

Loan modifications that are considered TDRs completed during the year ended December 31 were as follows:

 

(Dollars in thousands)    Number Of
Loans Restructured
   Pre-Modification
Recorded Investment
   Post-Modification
Recorded Investment

2016

              

Commercial

       4      $ 3,607      $ 3,607

Residential real estate

          1        101        101
    

 

 

      

 

 

      

 

 

 

Total restructured loans

       5      $   3,708      $   3,708
    

 

 

      

 

 

      

 

 

 

2015

              

Commercial

       1      $ 148      $ 148

Residential real estate

       5        307        307
    

 

 

      

 

 

      

 

 

 

Total restructured loans

       6      $ 455      $ 455
    

 

 

      

 

 

      

 

 

 

The loans restructured were modified by changing the monthly payment to interest only and extending the maturity dates. No principal reductions were made. None of the loans restructured in 2015 subsequently defaulted in 2016. There was one residential real estate loan of $84 thousand restructured in 2014 that subsequently defaulted in 2015.

 

 

42

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – LOANS (CONTINUED)

 

Real Estate Loans in Foreclosure

The Company held no foreclosed real estate as of December 31, 2016, or December 31, 2015. Mortgage loans in the process of foreclosure were $448 thousand at December 31, 2016, and $89 thousand at December 31, 2015.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. This analysis includes commercial loans with an outstanding balance greater than $300 thousand. This analysis is performed on an annual basis.

The Company uses the following definitions for risk ratings:

Pass. Loans classified as pass (Acceptable, Low Acceptable or Pass Watch) may exhibit a wide array of characteristics but at a minimum represent an acceptable risk to the Bank. Borrowers in this rating may have leveraged but acceptable balance sheet positions, satisfactory asset quality, stable to favorable sales and earnings trends, acceptable liquidity, and adequate cash flow. Loans are considered fully collectible and require an average amount of administration. While generally adhering to credit policy, these loans may exhibit occasional exceptions that do not result in undue risk to the Bank. Borrowers are generally capable of absorbing setbacks, financial and otherwise, without the threat of failure.

Special Mention. Loans classified as special mention have a material weakness that deserves management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, values, highly questionable, and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans. Loans listed as not rated are either less than $300 thousand or are included in groups of homogeneous loans. Based on the most recent analysis performed, the risk category of loans by class was as follows at December 31:

 

(Dollars in thousands)

 

    

Pass

 

    

Special
Mention

 

    

Substandard

 

    

Doubtful

 

    

Not

Rated

 

    

Total

 

2016

                                         

Commercial

       $ 116,739        $ 6,874        $ 9,704        $        $ 951        $ 134,268

Commercial real estate

         149,630          4,168          4,766                   911          159,475

Residential real estate

         216                   175                   144,098          144,489

Construction & land development

         17,183          981          504                   4,760          23,428

Consumer

                                             13,308          13,308
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

Total

       $ 283,768        $   12,023        $   15,149        $   –        $   164,028        $   474,968
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

2015

                                         

Commercial

       $ 112,229        $ 3,100        $ 7,044        $        $ 770        $ 123,143

Commercial real estate

         141,621          2,742          3,150                   1,262          148,775

Residential real estate

         190                   213                   125,372          125,775

Construction & land development

         11,015          944                            3,493          15,452

Consumer

                                             9,268          9,268
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

Total

       $   265,055        $ 6,786        $ 10,407        $        $ 140,165        $ 422,413
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

43

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – LOANS (CONTINUED)

 

Nonperforming loans include loans past due 90 days and greater and loans on nonaccrual of interest status. The following table presents loans that are not rated, by class of loans as of December 31:

 

(Dollars in thousands)    Performing    Nonperforming    Total

2016

              

Commercial

     $ 951      $      $ 951

Commercial real estate

       911               911

Residential real estate

       143,440        658        144,098

Construction & land development

       4,760               4,760

Consumer

       13,271        37        13,308
    

 

 

      

 

 

      

 

 

 

Total

     $   163,333      $     695      $   164,028
    

 

 

      

 

 

      

 

 

 

2015

              

Commercial

     $ 770      $      $ 770

Commercial real estate

       1,262               1,262

Residential real estate

       124,700        672        125,372

Construction & land development

       3,493               3,493

Consumer

       9,268               9,268
    

 

 

      

 

 

      

 

 

 

Total

     $ 139,493      $ 672      $ 140,165
    

 

 

      

 

 

      

 

 

 

Mortgage Servicing Rights

For the years ended December 31, 2016 and 2015, the Company had outstanding MSRs of $261 thousand and $246 thousand, respectively. No valuation allowance was recorded at December 31, 2016 or 2015, as the fair value of the MSRs exceeded their carrying value. On December 31, 2016, the Company had $61.8 million residential mortgage loans with servicing retained as compared to $59.9 million with servicing retained at December 31, 2015.

Total loans serviced for others approximated $85.9 million and $76.3 million at December 31, 2016 and 2015, respectively.

 

 

44

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 4 – PREMISES AND EQUIPMENT

Premises and equipment consisted of the following at December 31:

 

(Dollars in thousands)

 

 

2016

 

         

2015

 

       

Land and improvements

  $ 1,607        $ 1,559     

Buildings and improvements

    10,365          9,702     

Furniture and equipment

    6,346          8,031     

Leasehold improvements

    191          260     
 

 

 

      

 

 

    
    18,509          19,552     

Accumulated depreciation

    9,760          11,343     
 

 

 

      

 

 

    

Premises and equipment, net

  $   8,749        $   8,209     
 

 

 

      

 

 

    

The Bank leases certain office locations. Total rental expense under these leases approximated $191 thousand, $301 thousand, and $299 thousand in 2016, 2015, and 2014, respectively. Depreciation expense amounted to $690 thousand, $660 thousand, and $653 thousand for the years ended December 31, 2016, 2015, and 2014, respectively.

Future minimum lease payments at December 31, 2016 were as follows:

 

(Dollars in thousands)                         

2017

  $ 152         

2018

    82         

2019

    71         
 

 

 

        

Total

  $      305         
 

 

 

        

NOTE 5 – CORE DEPOSIT INTANGIBLE ASSETS

Core Deposit Intangible

No additional core deposit intangible was recorded in 2016, 2015, or 2014. The core deposit intangible asset will be amortized over an estimated life of ten years. Amortization expense related to the core deposit intangible asset totaled $121 thousand, $125 thousand, and $130 thousand in 2016, 2015, and 2014, respectively. The following table shows the core deposit intangible and the related accumulated amortization as of December 31:

 

(Dollars in thousands)

 

 

2016

 

         

2015

 

         

2014

 

 

Gross carrying amount

  $     1,251        $     1,251        $     1,251  

Accumulated amortization

    (868        (747        (622
 

 

 

      

 

 

      

 

 

 

Net carrying amount

  $ 383        $ 504        $ 629  
 

 

 

      

 

 

      

 

 

 

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

45

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – CORE DEPOSIT INTANGIBLE ASSETS (CONTINUED)

 

The estimated aggregate future amortization expense for the core deposit assets remaining as of December 31, 2016 was as follows:

 

(Dollars in thousands)

 

 

Core Deposit
Amortization

 

     

2017

    $ 116       

2018

      101       

2019

      63       

2020

      59       

2021

      44       
   

 

 

      
    $      383       
   

 

 

      

NOTE 6 – INTEREST-BEARING DEPOSITS

Interest-bearing deposits at December 31 were as follows:

 

(Dollars in thousands)

 

 

2016

 

       

2015

 

Demand

    $ 97,683          $ 86,472

Savings

      163,169            167,755

Time deposits:

            

In excess of $ 250,000

      13,102            13,834

Other

      99,007            105,432
   

 

 

          

 

 

 

Total interest-bearing deposits

    $    372,961          $    373,493
   

 

 

          

 

 

 

At December 31, 2016, stated maturities of time deposits were as follows:

 

(Dollars in thousands)

 

           

2017

     $ 57,670   

2018

       27,439   

2019

       15,400   

2020

       5,336   

2021

       6,264   
    

 

 

    

Total

     $    112,109   
    

 

 

    

 

 

46

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 7 – BORROWINGS

Short-term borrowings

Short-term borrowings include overnight repurchase agreements, federal funds purchased, and short-term advances through the FHLB. The outstanding balances and related information for short-term borrowings are summarized as follows:

 

(Dollars in thousands)    2016             2015  

Balance at year-end

   $    48,742        $    48,598  

Average balance outstanding

     51,801          51,571  

Maximum month-end balance

     55,642          54,462  

Weighted-average rate at year-end

     0.16        0.14

Weighted-average rate during the year

     0.14          0.14  

Average balances outstanding during the year represent daily average balances; average interest rates represent interest expenses divided by the related average balances.

The following table provides additional detail regarding repurchase agreements accounted for as secured borrowings:

 

    

Remaining Contractual Maturity

Overnight and Continuous

 
  

 

 

(Dollars in thousands)

 

  

    December 31,
2016

 

          

December 31,
2015

 

 

Securities of U.S. Government agencies and mortgage-backed securities of government agencies pledged, fair value

   $   48,866         $   48,791  

Repurchase agreements

        48,742         48,598  

Other borrowings

The following table sets forth information concerning other borrowings:

 

     Maturity Range            Weighted
Average
Interest
     Stated Interest    
Rate Range      
     At December 31,  

(Dollars in thousands)

 

  

From

 

    

To      

 

    

Rate

 

    

From

 

    

To    

 

    

2016

 

    

2015

 

 

 

 

 

Fixed-rate

     12/20/17        12/21/17        3.61%        3.48%        3.73%      $ 10,000      $ 10,000  

Fixed-rate amortizing

     4/1/24        4/1/24        1.36           1.16           6.80           2,385        3,465  
                 

 

 

    

 

 

 
                  $  12,385      $  13,465  
                 

 

 

    

 

 

 

Maturities of other borrowings at December 31, 2016, are summarized as follows for the years ended December 31:

 

(Dollars in thousands)   

Amount

 

            

Weighted
Average
Rate

 

2017

   $ 10,730           3.44%

2018

     534           1.16   

2019

     389           1.16   

2020

     279           1.16   

2021 and beyond

     453           1.16   
  

 

 

       
   $   12,385           3.14%
  

 

 

       

Monthly principal and interest payments, as well as 10% – 20% principal curtailments on the borrowings’ anniversary dates are due on the fixed-rate amortizing borrowings. FHLB borrowings are secured by a blanket collateral agreement. At December 31, 2016 the Company had the capacity to borrow an additional $65.6 million from the FHLB.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

47

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 8 – INCOME TAXES

The provision for income taxes consisted of the following for the years ended December 31:

 

(Dollars in thousands)

 

  

2016

 

           

2015

 

           

2014

 

 

Current

   $ 2,973        $ 2,564        $ 2,393  

Deferred

     (4        83          175  
  

 

 

      

 

 

      

 

 

 

Total income tax provision

   $   2,969        $   2,647        $   2,568  
  

 

 

      

 

 

      

 

 

 

The income tax provision attributable to income from operations differed from the amounts computed by applying the statutory federal income tax rate of 34% to income before income taxes as follows:

 

(Dollars in thousands)

 

    

2016

 

           

2015

 

           

2014

 

 

Expected provision using statutory federal income tax rate

     $ 3,300        $ 2,947        $ 2,874  

Tax-exempt income on state and municipal securities and political subdivision loans

       (241        (216        (188

Interest expense associated with carrying certain state and municipal securities and political subdivision loans

       5          4          4  

Tax-exempt income on bank-owned life insurance

       (94        (92        (90

Other

       (1        4          (32
    

 

 

      

 

 

      

 

 

 

Total income tax provision

     $   2,969        $   2,647        $   2,568  
    

 

 

      

 

 

      

 

 

 

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31 were as follows:

 

(Dollars in thousands)

 

    

2016

 

           

2015

 

              

Allowance for loan losses

     $ 1,957        $ 1,743       

Net operating loss carryforward

       84          213       

Unrealized loss on securities available-for-sale

       450          215       

Other

       29          41       
    

 

 

      

 

 

      

Deferred tax assets

         2,520            2,212       
    

 

 

      

 

 

      

Premises and equipment

       (384        (359     

Federal Home Loan Bank stock dividends

       (609        (609     

Deferred loan fees

       (362        (326     

Prepaid expenses

       (182        (193     

Other

       (380        (361     
    

 

 

      

 

 

      

Deferred tax liabilities

       (1,917        (1,848     
    

 

 

      

 

 

      

Net deferred tax asset

     $ 603        $ 364       
    

 

 

      

 

 

      

 

 

48

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8 – INCOME TAXES (CONTINUED)

 

The Company has a net operating loss tax carryforward of approximately $248 thousand, as of December 31, 2016. The net operating loss carryforward can be used to offset future taxable income and will begin to expire in tax year 2026. No additional valuation allowance is deemed necessary in view of certain tax strategies, coupled with the anticipated future taxable income as evidenced by the Company’s earnings.

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statements of Income. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations by tax authorities for years prior to 2013.

NOTE 9 – EMPLOYEE BENEFITS

The Company sponsors a contributory 401(k) profit-sharing plan (the “Plan”) covering substantially all employees who meet certain age and service requirements. The Plan permits investment in the Company’s common stock subject to various limitations and provides for discretionary profit sharing and matching contributions. The discretionary profit sharing contribution is determined annually by the Board of Directors and amounted to 3.00% in 2016 and 2.75% of each eligible participant’s compensation in 2015 and 2014. The Plan also provides for a 50% Company match of participant contributions up to a maximum of 2% of each participant’s annual compensation. Expense under the Plan amounted to approximately $338 thousand, $304 thousand, and $269 thousand for 2016, 2015, and 2014, respectively.

The Company’s stock option plan expired in 2013 and the last options outstanding were exercised in 2016. No stock options were granted nor did any share awards vest during the three years presented.

The following table summarizes stock options activity for the years ended December 31:

 

         2016                  2015                  2014     
    

    Shares

 

      

Weighted
Average
Exercise
Price

 

      

Shares

 

      

Weighted
Average
Exercise
Price

 

      

Shares

 

      

Weighted
Average
Exercise
Price

 

Outstanding at beginning of year

      5,952         $ 18.00           11,904         $ 18.00           30,760         $ 17.90

Granted

                                                       

Exercised

        (5,952           (18.00 )             (5,952           (18.00 )           (18,856 )           (17.84 )

Forfeited

                                                 
   

 

 

                 

 

 

                 

 

 

         

Outstanding at end of year

                          5,952           18.00           11,904           18.00
   

 

 

                 

 

 

                 

 

 

         

Options exercisable at year-end

              $           5,952         $ 18.00           11,904         $ 18.00

Weighted-average fair value of options granted during year

      N/A           N/A                   N/A                   N/A

There were no options outstanding at December 31, 2016. The total intrinsic value of outstanding in-the-money stock options and outstanding in-the-money exercisable stock options was $39 thousand at December 31, 2015.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

49

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 10 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are primarily loan commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contract amount of these instruments reflects the extent of involvement the Bank has in these financial instruments. The Bank’s exposure to credit loss in the event of the nonperformance by the other party to the financial instruments for loan commitments to extend credit and letters of credit is represented by the contractual amounts of these instruments. The Bank uses the same credit policies in making loan commitments as it does for on-balance sheet loans.

The following financial instruments whose contract amount represents credit risk were outstanding at December 31:

 

(Dollars in thousands)

 

  

 2016

 

          

 2015

 

 

Commitments to extend credit

   $    162,763         $    136,293  

Letters of credit

     972           1,937  

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral, obtained if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, recognized inventory, property, plant and equipment, and income-producing commercial properties.

Letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third-party and are reviewed for renewal at expiration. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company requires collateral supporting these commitments when deemed appropriate.

NOTE 11 – RELATED-PARTY TRANSACTIONS

In the ordinary course of business, loans are made by the Bank to executive officers, directors, and their related business interests consistent with Federal Reserve Regulation O.

The following is an analysis of activity of related-party loans for the years ended December 31:

 

(Dollars in thousands)

 

  

2016

 

         

2015

 

 

Balance at beginning of year

   $ 495        $ 4,417  

New loans and advances

     84          69  

Repayments, including loans sold

     117          148  

Changes in related parties 1

           (141           (3,843
  

 

 

      

 

 

 

Balance at end of year

   $ 321        $ 495  
  

 

 

      

 

 

 

1 The adjustment made in 2016 relates to the retirement of a senior management member and 2015 to the retirement of a director.

Deposits from executive officers, directors, and their related business interests at December 31, 2016 and 2015, were approximately $3.0 million and $2.5 million.

 

 

50

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 12 – REGULATORY MATTERS

The Company (on a consolidated basis) and Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of Total capital, Tier 1 capital and Common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes, as of December 31, 2016 and 2015, that the Company and Bank met or exceeded all capital adequacy requirements to which they are subject.

As of December 31, 2016, the most recent notification from federal and state banking agencies categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized” an institution must maintain minimum Total risk-based, Tier 1 risk-based, Common equity Tier 1, and Tier 1 leverage ratios as set forth in the following tables. There are no known conditions or events since that notification that Management believes have changed the Bank’s category.

The actual capital amounts and ratios of the Company and Bank as of December 31 are presented in the following tables:

 

     Actual   Minimum
Required For
Capital Adequacy
Purposes
  Minimum Required
To Be Well Capitalized
Under Prompt
Corrective Action
(Dollars in thousands)    Amount    Ratio   Amount    Ratio   Amount    Ratio

2016

                           

Total capital to risk-weighted assets

                           

Consolidated

     $ 66,545        13.7 %     $   38,936        8.0 %     $   48,670        10.0 %

Bank

       65,420        13.5       38,925        8.0       48,656        10.0

Tier 1 capital to risk-weighted assets

                           

Consolidated

       61,246        12.6       29,202        6.0       38,936        8.0

Bank

       60,121        12.4       29,194        6.0       38,925        8.0

Common equity Tier 1 capital to risk-weighted assets

                           

Consolidated

       61,246        12.6       21,901        4.5       31,635        6.5

Bank

       60,121        12.4       21,895        4.5       31,626        6.5

Tier 1 capital to average assets

                           

Consolidated

       61,246        9.3       26,330        4.0       32,913        5.0

Bank

       60,121        9.1       26,325        4.0       32,906        5.0

2015

                           

Total capital to risk-weighted assets

                           

Consolidated

     $   61,210        13.5 %     $ 36,226        8.0 %     $ 45,283        10.0 %

Bank

       60,151        13.3       36,216        8.0       45,270        10.0

Tier 1 capital to risk-weighted assets

                           

Consolidated

       56,540        12.5       27,170        6.0       36,226        8.0

Bank

       55,481        12.3       27,162        6.0       36,216        8.0

Common equity Tier 1 capital to risk-weighted assets

                           

Consolidated

       56,540        12.5       20,377        4.5       29,434        6.5

Bank

       55,481        12.3       20,371        4.5       29,425        6.5

Tier 1 capital to average assets

                           

Consolidated

       56,540        8.7       25,871        4.0       32,338        5.0

Bank

       55,481        8.6       25,865        4.0       32,332        5.0

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

51

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 12 – REGULATORY MATTERS (CONTINUED)

 

The Company’s primary source of funds with which to pay dividends are dividends received from the Bank. The payment of dividends by the Bank to the Company is subject to restrictions by its regulatory agencies. These restrictions generally limit dividends to current year net income and prior two-years’ net retained earnings. Also, dividends may not reduce capital levels below the minimum regulatory requirements disclosed in the prior table. Under these provisions, at January 1, 2017, the Bank could dividend $12.1 million to the Company. The Company does not anticipate the financial need to obtain regulatory approval due to its current cash balances and ability to access the credit markets. Federal law prevents the Company from borrowing from the Bank unless loans are secured by specific obligations. Further, such secured loans are limited to an amount not exceeding ten percent of the Bank’s common stock and capital surplus.

NOTE 13 – CONDENSED PARENT COMPANY FINANCIAL INFORMATION

A summary of condensed financial information of the parent company as of December 31, 2016 and 2015, and for each of the three years in the period ended December 31, 2016 follows:

 

(Dollars in thousands)             2016                                2015                                

 

 

CONDENSED BALANCE SHEETS

                      

ASSETS

                      

Cash deposited with subsidiary bank

     $ 921            $ 790           

Investment in subsidiary bank

       64,272              60,201           

Securities available-for-sale

       80              64           

Other assets

       195              218           
    

 

 

          

 

 

          

TOTAL ASSETS

     $   65,468            $   61,273           
    

 

 

          

 

 

          

LIABILITIES AND SHAREHOLDERS’ EQUITY

                      

Total liabilities

     $ 53            $ 7           

Total shareholders’ equity

       65,415              61,266           
    

 

 

          

 

 

          

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

     $ 65,468            $ 61,273           
    

 

 

          

 

 

          
(Dollars in thousands)             2016                     2015                     2014  

 

 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

                      

Interest on securities

     $ 2            $ 2            $ 2  

Dividends from subsidiary

       2,450              2,400              2,400  

Securities gains

                    35               
    

 

 

          

 

 

          

 

 

 

Total income

       2,452              2,437              2,402  

Operating expenses

       384              465              312  
    

 

 

          

 

 

          

 

 

 

Income before taxes and undistributed equity income of subsidiary

       2,068              1,972              2,090  

Income tax benefit

       (131            (146            (141

Equity earnings in subsidiary, net of dividends

       4,539              3,904              3,653  
    

 

 

          

 

 

          

 

 

 

NET INCOME

     $ 6,738            $ 6,022            $ 5,884  
    

 

 

          

 

 

          

 

 

 

COMPREHENSIVE INCOME

     $ 6,281            $ 5,887            $   7,058  
    

 

 

          

 

 

          

 

 

 

 

 

52

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13 – CONDENSED PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)

 

 

(Dollars in thousands)    2016             2015             2014  

 

 

 

CONDENSED STATEMENTS OF CASH FLOWS

            

Cash flows from operating activities:

            

Net income

   $   6,738        $   6,022        $ 5,884  

Adjustments to reconcile net income to cash provided by operations:

            

Equity earnings in subsidiary, net of dividends

     (4,539        (3,904        (3,653

Securities gain

              (35         

Change in other assets, liabilities

     71          2          (111
  

 

 

      

 

 

      

 

 

 

Net cash provided by operating activities

     2,270          2,085          2,120  
  

 

 

      

 

 

      

 

 

 

Cash flows from investing activities:

            

Proceeds from sale of securities

              88           
  

 

 

      

 

 

      

 

 

 

Net cash provided by investing activities

              88           
  

 

 

      

 

 

      

 

 

 

Cash flows from financing activities:

            

Cash dividends paid

     (2,139        (2,082        (2,026

Cash received from exercise of stock options

                       7  
  

 

 

      

 

 

      

 

 

 

Net cash used in financing activities

     (2,139        (2,082        (2,019
  

 

 

      

 

 

      

 

 

 

Increase in cash

     131          91          101  

Cash at beginning of year

     790          699          598  
  

 

 

      

 

 

      

 

 

 

Cash at end of year

   $ 921        $ 790        $ 699  
  

 

 

      

 

 

      

 

 

 

NOTE 14 – FAIR VALUE MEASUREMENTS

The Company provides disclosures about assets and liabilities carried at fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. The three broad levels of the fair value hierarchy are described below:

 

Level I:

  

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level II:

  

Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by or other means including certified appraisals. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability.

Level III:

  

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

53

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 14 – FAIR VALUE MEASUREMENTS (CONTINUED)

 

The following table presents the assets reported on the consolidated statements of financial condition at their fair value as of December 31, 2016 and December 31, 2015, by level within the fair value hierarchy. No liabilities were carried at fair value. As required by the accounting standards, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Equity securities and U.S. Treasury Notes are valued at the closing price reported on the active market on which the individual securities are traded. Obligations of U.S. government corporations and agencies, mortgage-backed securities, asset-backed securities, obligations of states, and political subdivisions are valued at observable market data for similar assets.

 

(Dollars in thousands)    Level I        Level II     Level III   Total  

 

 
Assets:   

December 31, 2016

 

Securities available-for-sale

               

U.S. Treasury security

   $ 1,001        $       $       $ 1,001  

U.S. Government agencies

              6,402                 6,402  

Mortgage-backed securities of government agencies

              55,837                 55,837  

Other mortgage-backed securities

              65                 65  

Asset-backed securities of government agencies

              1,266                 1,266  

State and political subdivisions

              29,708                 29,708  

Corporate bonds

              9,516                 9,516  
  

 

 

      

 

 

     

 

 

     

 

 

 

Total debt securities

     1,001          102,794                 103,795  

Equity securities

     80                          80  
  

 

 

      

 

 

     

 

 

     

 

 

 

Total available-for-sale securities

   $ 1,081        $ 102,794       $       $ 103,875  
  

 

 

      

 

 

     

 

 

     

 

 

 
Assets:   

December 31, 2015

 

Securities available-for-sale

               

U.S. Treasury security

   $ 1,000        $       $       $ 1,000  

U.S. Government agencies

              18,118                 18,118  

Mortgage-backed securities of government agencies

              63,179                 63,179  

Other mortgage-backed securities

              104                 104  

Asset-backed securities of government agencies

              1,392                 1,392  

State and political subdivisions

              25,301                 25,301  

Corporate bonds

              18,811                 18,811  
  

 

 

      

 

 

     

 

 

     

 

 

 

Total debt securities

     1,000          126,905                 127,905  

Equity securities

     64                          64  
  

 

 

      

 

 

     

 

 

     

 

 

 

Total available-for-sale securities

   $   1,064        $   126,905       $       $   127,969  
  

 

 

      

 

 

     

 

 

     

 

 

 

 

 

54

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 14 – FAIR VALUE MEASUREMENTS (CONTINUED)

 

The following table presents the assets measured on a nonrecurring basis on the consolidated balance sheets at their fair value as of December 31, 2016 and December 31, 2015, by level within the fair value hierarchy. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. Techniques used to value the collateral securing the impaired loans include: quoted market prices for identical assets classified as Level I inputs; observable inputs, employed by certified appraisers, for similar assets classified as Level II inputs. In cases where valuation techniques included inputs that are unobservable and are based on estimates and assumptions developed by management based on the best information available under each circumstance, the asset valuation is classified as Level III inputs.

 

(Dollars in thousands)    Level I    Level II    Level III    Total
Assets measured on a nonrecurring basis   

December 31, 2016

Impaired loans

     $   –          $   –          $ 6,427      $ 6,427
Assets measured on a nonrecurring basis   

December 31, 2015

Impaired loans

     $   –          $   –          $   8,335      $   8,335

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level III inputs to determine fair value:

Quantitative Information about Level III Fair Value Measurements

 

(Dollars in thousands)    Fair Value
Estimate
     Valuation
Techniques
    

Unobservable

Input

  

Range

(Weighted Average)

 

 

 
                  

December 31, 2016

      

Impaired loans

   $ 5,331       
Discounted
cash flow
 
 
   Remaining term Discount rate     

6 mos to 29.9 yrs / (61.1 mos

3.1% to 12.0% / (4.9


%) 

     1,097       
Appraisal of
collateral 1
 
 
   Appraisal adjustments 2 Liquidation expense 2     

0% to –50% (–21.7

–10

%) 

                  

December 31, 2015

      

Impaired loans

   $ 7,256       
Discounted
cash flow
 
 
   Remaining term Discount rate     

2 mos to 29.5 yrs / (55 mos

3.1% to 8.3% / (4.3


%) 

     1,079       
Appraisal of
collateral 1
 
 
   Appraisal adjustments 2 Liquidation expense 2     

–20% to –30% (–26

–10

%) 

 

1   Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various inputs which are not identifiable.

2   Appraisals may be adjusted by management for qualitative factors such as estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

55

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 15 – FAIR VALUES OF FINANCIAL INSTRUMENTS

The estimated fair values of recognized financial instruments as of December 31 were as follows:

 

     2016  
(Dollars in thousands)    Carrying
Value
     Level I      Level II      Level III      Total Fair
Value
 

Financial assets

              

Cash and cash equivalents

   $ 36,838      $ 36,838      $      $      $ 36,838  

Securities available-for-sale

     103,875        1,081        102,794               103,875  

Securities held-to-maturity

     23,883               23,444               23,444  

Restricted stock

     4,614        4,614                      4,614  

Net loans

     470,158                      471,815        471,815  

Bank-owned life insurance

     10,361        10,361                      10,361  

Accrued interest receivable

     1,409        1,409                      1,409  

Mortgage servicing rights

     261                      261        261  

Financial liabilities

              

Deposits

   $   540,785      $   428,676      $      $   112,642      $   541,318  

Short-term borrowings

     48,742        48,742                      48,742  

Other borrowings

     12,385                      12,511        12,511  

Accrued interest payable

     76        76                      76  
     2015  
(Dollars in thousands)    Carrying
Value
     Level I      Level II      Level III      Total Fair
Value
 

Financial assets

              

Cash and cash equivalents

   $ 38,272      $ 38,272      $      $      $ 38,272  

Securities available-for-sale

     127,969        1,064          126,905               127,969  

Securities held-to-maturity

     33,819               34,011               34,011  

Restricted stock

     4,614        4,614                      4,614  

Loans held for sale

     47        47                      47  

Net loans

     418,209                      420,181        420,181  

Bank-owned life insurance

     10,085        10,085                      10,085  

Accrued interest receivable

     1,513        1,513                      1,513  

Mortgage servicing rights

     246                      246        246  

Financial liabilities

              

Deposits

   $   525,042      $   405,776      $      $   119,867      $   525,643  

Short-term borrowings

     48,598        48,598                      48,598  

Other borrowings

     13,465                      13,667        13,667  

Accrued interest payable

     80        80                      80  

 

 

56

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 15 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

 

For purposes of the above disclosures of estimated fair value, the following assumptions are used:

Cash and cash equivalents; Loans held for sale; Accrued interest receivable; Mortgage servicing rights; Short-term borrowings, and Accrued interest payable

The fair value of the above instruments is considered to be carrying value.

Securities

The fair value of securities available-for-sale and securities held-to-maturity, which are measured on a recurring basis, are determined primarily by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on securities’ relationship to other similar securities. Classified as Level I or Level II in the fair value hierarchy.

Net loans

The fair value for loans is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality. Where quoted market prices were available, primarily for certain residential mortgage loans, such market rates were utilized as estimates for fair value. Fair value of nonaccrual loans is based on carrying value, classified as Level III.

Bank-owned life insurance

The carrying amount of bank-owned life insurance is based on the cash surrender value of the policies and is a reasonable estimate of fair value, classified as Level I.

Restricted stock

Restricted stock includes FHLB Stock and Federal Reserve Bank Stock. It is not practicable to determine the fair value of regulatory equity securities due to restrictions placed on their transferability. Fair value is based on carrying value, classified as Level I.

Deposits

The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rates are estimated using market rates currently offered for similar instruments with similar remaining maturities, resulting in a Level III classification. Demand, savings, and money market deposit accounts are valued at the amount payable on demand as of quarter end, resulting in a Level I classification.

Other borrowings

The fair value of FHLB advances are estimated using a discounted cash flow analysis based on the current borrowing rates for similar types of borrowings, resulting in a Level III classification.

The Company also had unrecognized financial instruments at December 31, 2016 and 2015. These financial instruments relate to commitments to extend credit and letters of credit. The aggregate contract amount of such financial instruments was approximately $163.7 million at December 31, 2016, and $138.2 million at December 31, 2015. Such amounts are also considered to be the estimated fair values.

The fair value estimates of financial instruments are made at a specific point in time based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument over the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Since no ready market exists for a significant portion of the financial instruments, fair value estimates are largely based on judgments after considering such factors as future expected credit losses, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties, and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

57

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 16 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table presents the changes in accumulated other comprehensive (loss) income by component net of tax for the years ended December 31, 2016 and 2015.

 

(Dollars in thousands)

 

  

  Pretax

 

 

             Tax Effect

 

 

         After-Tax

 

       

Affected Line
Item in the
Consolidated
Statements
of Income

 

 

Balance as of December 31, 2015

     $ (631 )          $ 214          $ (417 )         

 

Unrealized holding loss on available-for-sale securities arising during the period

       (1,221 )            415            (806 )         

 

Amount reclassified for net gains included in net income

       (1 )                       (1 )            (a)

 

Amortization of held-to-maturity discount resulting from transfer

       530            (180 )            350         
    

 

 

          

 

 

          

 

 

          

 

Total other comprehensive loss

       (692 )            235            (457 )         
    

 

 

          

 

 

          

 

 

          

BALANCE AS OF DECEMBER 31, 2016

     $   (1,323 )                 $ 449                 $     (874 )                
    

 

 

          

 

 

          

 

 

          

Balance as of December 31, 2014

     $ (427 )          $     145          $ (282 )         

 

Unrealized holding loss on available-for-sale securities arising during the period

       (551 )            187            (364 )         

 

Amount reclassified for net gains included in net income

       (56 )            19            (37 )            (a) (b)
    

 

 

          

 

 

          

 

 

          

 

Amortization of held-to-maturity discount resulting from transfer

       403            (137 )            266         
    

 

 

          

 

 

          

 

 

          

 

Total other comprehensive loss

       (204 )            69            (135 )         
    

 

 

          

 

 

          

 

 

          

BALANCE AS OF DECEMBER 31, 2015

     $ (631 )          $ 214          $ (417 )         
    

 

 

          

 

 

          

 

 

          

(a) Securities gain.

(b) Federal income tax provision.

 

 

58

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 17 – CONTINGENT LIABILITIES

In the normal course of business, the Company is subject to pending and threatened legal actions. Although, the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions, management believes that the outcome of any or all such actions will not have a material adverse effect on the results of operations or shareholders’ equity of the Company.

The Company has an employment agreement with an officer. Upon the occurrence of certain types of termination of employment, the Company may be required to make specified severance payments if termination occurs within a specified period of time, generally two years from the date of the agreement, or pursuant to certain change in control transactions.

NOTE 18 – QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of selected quarterly financial data (unaudited) for the years ended December 31:

 

(Dollars in thousands, except per share data)

 

  

Interest

Income

 

      

Net Interest

Income

 

      

Net

Income

 

      

Basic

Earnings

Per Share

 

      

Diluted

Earnings

Per Share

 

 

2016

                      

 

First quarter

     $  5,661          $  5,285              $  1,480          $  0.54              $  0.54  

 

Second quarter

     5,813          5,446              1,611          0.59              0.59  

 

Third quarter

     5,863          5,497              1,694          0.61              0.61  

 

Fourth quarter

     6,295          5,931              1,953          0.72              0.72  

2015

                      

 

First quarter

     $  5,407          $  5,014              $  1,342          $  0.49              $  0.49  

 

Second quarter

     5,568          5,175              1,517          0.55              0.55  

 

Third quarter

     5,463          5,068              1,556          0.57              0.57  

 

Fourth quarter

     5,559          5,173              1,607          0.59              0.59  

2014

                      

 

First quarter

     $  5,336          $  4,898              $  1,416          $  0.52              $  0.52  

 

Second quarter

     5,484          5,045              1,522          0.55              0.55  

 

Third quarter

     5,435          4,997              1,507          0.55              0.55  

 

Fourth quarter

     5,401          4,987              1,439          0.53              0.53  

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

59

 


OFFICERS OF THE COMMERCIAL & SAVINGS BANK

 

JEFF M. AGNES

Officer,

Systems Administrator

 

PAMELA S. BASINGER

Vice President,

Financial Officer

 

DEBORAH S. BERNER

Vice President,

Retail Services Manager

 

PAMELA L. BROMUND

Assistant Vice President,

Loan Operations Supervisor

 

WENDY D. BROWN

Assistant Vice President,

Project Manager

 

C. DAWN BUTLER

Vice President,

Regional Bank Manager

 

BEVERLY A. CARR

Operations Officer,

Bank Operations Manager

 

COLBY CHAMBERLIN

Vice President,

Commercial Banker

 

PEGGY L. CONN

Corporate Secretary

 

JENNIFER L. DEAM

Officer,

Electronic Services Manager

 

CHRISTOPHER J. DELATORE

Vice President,

Commercial Banker

 

DAVID J. DOLAN

Vice President,

Retail Lending Manager

 

CYNTHIA A. FERRY

Assistant Vice President,

Banking Center Manager

 

LORI S. FRANTZ

Assistant Vice President,

Banking Center Manager

 

BRETT A. GALLION

Senior Vice President,

Senior Operations Officer,

Senior Information Officer

  

JASON A. GASKELL

Assistant Vice President,

Commercial Banker

 

CARRIE A. GERBER

Credit Officer

 

ERIC S. GERBER

Assistant Vice President,

Commercial Banker

 

AMI K. HAMMOND

Officer,

Banking Center Manager

 

MARC R. HARVEY

Vice President,

Organizational Development

 

JACKIE S. HAZEL

Vice President,

Trust Operations

 

BENJAMIN J. HERSHBERGER

Assistant Vice President,

Banking Center Manager

 

MARIE HULL-GREEN

Vice President,

Trust Officer

 

RANDALL S. JANSON

Assistant Vice President,

Banking Center Manager

 

JULIE A. JONES

Vice President,

Director Of Human Resources

 

STEPHEN K. KILPATRICK

First Vice President,

Senior Credit Officer

 

GINA K. MARSHALL

Officer,

Customer Service Center Manager

 

KEVIN J. MCALLISTER

Vice President,

Lead Trust Officer

 

ROBYN E. MCCLINTOCK

Vice President,

Regional Bank Manager

 

PAULA J. MEILER

Senior Vice President,

Chief Financial Officer

  

ANDREA R. MILEY

Senior Vice President,

Senior Risk Officer

 

A. LEE MILLER

Vice President,

Cash Management & Special Projects, CRA Officer

 

EDWARD J. MILLER

Vice President,

Operation Services Manager, Security

 

MOLLY M. MOHR

Assistant Vice President,

Banking Center Manager

 

DANIEL L. MUSE

Operations Officer

 

TODD R. NICOLAS

Vice President,

Commercial Banker

 

SHAWN E. OSWALD

Vice President,

Information Technology Director, OFAC Officer

 

AMY R. PATTERSON

Assistant Vice President,

Mortgage & Consumer Loan Services Manager

 

MELANIE S. RABER

Officer,

Commercial Loan Documentation Supervisor

 

LISA M. SCHONAUER

Assistant Vice President,

Banking Center Manager

 

REBECCA J. SHULTZ

Assistant Vice President,

Loan Officer

 

A. CLAY SINNETT

Assistant Vice President,

Commercial Banker

 

BUD STEBBINS

Senior Vice President,

Senior Loan Officer

 

EDDIE L. STEINER

Chairman,

President,

Chief Executive Officer

  

STEVEN J. STIFFLER

Vice President,

Commercial Banker

 

JULIE A. STITZLEIN

Officer/BSA/AML,

Compliance Analyst

 

ERIC D. STROUSE

Vice President,

Commercial Banker

 

ELAINE A. TEDROW

Assistant Vice President,

Banking Center Manager

 

JENNIFER M. THORPE

Assistant Vice President,

Senior Credit Analyst

 

WILLIAM R. TINLIN

Vice President,

Recovery, Right To Financial

Privacy Officer

 

JEANETTE TROYER

Assistant Vice President,

Banking Center Manager

 

ASHLEY E. VAUGHN

Officer,

Banking Center Manager

 

ALICIA R. WALLACE

Vice President,

Commercial Banker

 

ALYSSA A. WALLER

Assistant Vice President,

Marketing Manager

 

MICHAEL D. WORKMAN

Vice President,

Mortgage Loan Officer,

Small Business Lender

 

BRADLEY R. YODER

Vice President,

Commercial Banker

 

CRYSTAL R. YODER

Operations Officer

 

 

60

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


SHAREHOLDERS AND GENERAL INQUIRIES

 

CORPORATE OFFICE

  

91 North Clay Street, Millersburg, Ohio

   330.674.9015 or 800.654.9015

 

If you have questions regarding your CSB Bancorp, Inc. stock, please contact:

 

COMPUTERSHARE

Shareholder Services

P.O. Box 30170

College Station, Texas 77842-3170

800.368.5948

www.computershare.com/investor

 

PEGGY L. CONN

Corporate Secretary

CSB Bancorp, Inc.

91 North Clay Street

Millersburg, Ohio 44654

330.674.9015

800.654.9015

 

LEGAL COUNSEL

Vorys, Sater, Seymour and Pease LLP

52 East Gay Street

P.O. Box 1008

Columbus, Ohio 43216

If you are interested in purchasing shares of CSB Bancorp, Inc., you may contact your local broker or one of the following:

 

STACY ANDERSON

Cetera Investment Executive

Cetera Rep on Demand on behalf of The Commercial & Savings Bank

330.763.2853

800.720.5848 (option 1, ext. 4)

stacy.anderson@ceterais.com

 

SWENEY CARTWRIGHT & CO.

17 South High Street, Suite 300

Columbus, Ohio 43215

800.334.7481

CSB Bancorp, Inc. is required to file an annual report on Form 10-K annually with the Securities and Exchange Commission. A copy of our Annual Report on Form 10-K is available on our website after it is filed with the SEC. Copies of the Form 10-K Annual Report and the Company’s quarterly reports will be furnished, free of charge, to shareholders by written request to:

 

PAULA J. MEILER

Chief Financial Officer

CSB Bancorp, Inc.

91 North Clay Street

Millersburg, Ohio 44654

330.674.9015

800.654.9015

 

 

LOGO

 

 

2016 Report to Shareholders   |   CSB Bancorp, Inc.

61

 


LOGO

 

  BANKING CENTER INFORMATION    LOGO

 

THE COMMERCIAL & SAVINGS BANK   

Information & Customer Service

   330.674.9015 or 1.800.654.9015

24 Hour Online Phone Banking

   330.674.2720 or 1.888.438.2720

24 Hour Online Banking, Billpay & Mobile

   www.csb1.com

Loan Services 91 North Clay Street, Millersburg

   330.674.9015 or 1.800.654.9015

Operations Center 91 North Clay Street, Millersburg

   330.674.9015

Investment Services 91 South Clay Street, Millersburg

   330.674.2397

Trust Services 91 North Clay Street, Millersburg

   Holmes, Stark & Tuscarawas Counties  330.674.2397

Trust Services 405 East Liberty Street, Wooster

   Wayne County 330.263.1955
CSB BANKING CENTERS   

HOLMES REGION

  

Berlin Banking Center 4587 S.R. 39, Berlin (Drive-Up ATM)

   330.893.3565

Charm Banking Center 4440 C.R. 70, Charm (Walk-Up ATM)

   330.893.3323

Millersburg Clinton Commons Banking Center 2102 Glen Drive, Millersburg (Drive-Up ATM)

   330.674.2265

Millersburg South Clay Banking Center 91 South Clay Street, Millersburg (Drive-Up ATM)

   330.674.0687

Walnut Creek Banking Center 4980 Olde Pump Street, Walnut Creek (Walk-Up ATM)

   330.893.2961

Winesburg Banking Center 2225 U.S. 62, Winesburg (Drive-Up ATM)

   330.359.5543

STARK REGION

  

North Canton Banking Center 1210 North Main Street, North Canton (Drive-Up ATM)

   330.497.0839

TUSCARAWAS REGION

  

Gnadenhutten Banking Center 100 South Walnut Street, Gnadenhutten (Drive-Up ATM)

   740.254.4313

New Philadelphia Banking Center 635 West High Avenue, New Philadelphia (Drive-Up ATM)

   330.308.4867

Sugarcreek Banking Center 127 South Broadway, Sugarcreek (Drive-Up ATM)

   330.852.4444

WAYNE REGION

  

Orrville Area Banking Center 461 Wadsworth Road, Orrville (Drive-Up ATM)

   330.682.8000

Orrville High Street Banking Center 330 West High Street, Orrville (Drive-Up ATM)

   330.682.8001

Shreve Banking Center 333 West South Street, Shreve (Drive-Up ATM)

   330.567.2226

Wooster Downtown Banking Center 405 East Liberty Street, Wooster (Drive-Up ATM)

   330.263.1955

Wooster Milltown Banking Center 3562 Commerce Parkway, Wooster (Drive-Up ATM)

   330.345.2031

 

 

62

2016 Report to Shareholders   |   CSB Bancorp, Inc.

 


LOGO

CSB CSB BANCORP, INC.
Relationships
you can bank on.
In 2017 we will continue to build on our momentum towards excellence. We will aim to attract and retain great talent to serve as local experts in our markets. We will continue to enhance our capabilities to provide the best level of customized service and high-touch technology. And we will execute with prudent business practices and principled growth. Corporate citizenship and community involvement lie at the heart of our organization. We invite you and those within our markets into our network of relationships — among customers, employees, and shareholders — that contribute to the well-being and satisfaction of a community and its residents. Our strong community bank is laser focused on improvement and reaching toward enduring greatness.
2016 Report to Shareholders | CSB Bancorp, Inc. 63


LOGO

CSB
CSB BANCORP, INC.
www.csb1.com

EXHIBIT 21

SUBSIDIARIES OF CSB BANCORP, INC.

The Commercial and Savings Bank of Millersburg, Ohio, an Ohio-chartered commercial bank (100% owned).

CSB Investment Services, LLC, an Ohio limited liability company (100% owned).

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement No. 333-130082 on Form S-8 of CSB Bancorp, Inc. and in the Registration Statement on Form S-8 of The Commercial & Savings Bank 401(k) Retirement Plan of our report dated March 2, 2017, relating to our audit of the consolidated financial statements included in the Annual Report on Form 10-K of CSB Bancorp, Inc. for the year ended December 31, 2016.

 

/s/ S.R. Snodgrass P.C.
Cranberry Township, Pennsylvania
March 23, 2017

EXHIBIT 31.1

SECTION 302 CERTIFICATION

Chief Executive Officer

I, Eddie L. Steiner, certify that:

 

  1

I have reviewed this annual report on Form 10-K of CSB Bancorp, Inc.;

 

  2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined by Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2017

/s/ Eddie L. Steiner

Eddie L. Steiner

President and Chief Executive

Officer

EXHIBIT 31.2

SECTION 302 CERTIFICATION

Senior Vice President and Chief Financial Officer

I, Paula J. Meiler, certify that:

 

  1

I have reviewed this annual report on Form 10-K of CSB Bancorp, Inc.;

 

  2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined by Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2017

/s/ Paula J. Meiler

Paula J. Meiler

Senior Vice President and

Chief Financial Officer

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of CSB Bancorp, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eddie L. Steiner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Eddie L. Steiner

Eddie L. Steiner

President and Chief Executive

Officer

March 23, 2017

EXHIBIT 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of CSB Bancorp, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paula J. Meiler, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Paula J. Meiler

Paula J. Meiler

Senior Vice President and

Chief Financial Officer

March 23, 2017