-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MWlUxF+CIuzRqv4SiLZL4x0KEb7vD9ESOx+JAJr9Yf1B3vEGWfxV/fd1Gt+U6UsM pQTdUzGsKyyGJ8HtM6kMfg== 0000950152-03-009776.txt : 20031114 0000950152-03-009776.hdr.sgml : 20031114 20031114145054 ACCESSION NUMBER: 0000950152-03-009776 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSB BANCORP INC /OH CENTRAL INDEX KEY: 0000880417 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341687530 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21714 FILM NUMBER: 031003516 BUSINESS ADDRESS: STREET 1: 6 W JACKSON ST STREET 2: P O BOX 232 CITY: MILLERSBURG STATE: OH ZIP: 44654 BUSINESS PHONE: 3306749015 MAIL ADDRESS: STREET 1: 6 WEST JACKSON STREET CITY: MILLERSBURG STATE: OH ZIP: 44654 10-Q 1 l04177ae10vq.txt CSB BANCORP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: SEPTEMBER 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-21714 ------- CSB Bancorp, Inc. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-1687530 - ------------------------------------ -------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654 ---------------------------------------------------------- (Address of principal executive offices) (330) 674-9015 ------------------------------- (Registrant's telephone number) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (X) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common stock, $6.25 par value Outstanding at October 24, 2003: 2,644,385 common shares CSB BANCORP, INC. FORM 10-Q QUARTER ENDED September 30, 2003 - -------------------------------------------------------------------------------- Table of Contents Part I - Financial Information
ITEM 1 - FINANCIAL STATEMENTS Page ---- Consolidated Balance Sheets................................................................................. 3 Consolidated Statements of Income........................................................................... 4 Consolidated Statements of Changes in Shareholders' Equity.................................................. 5 Condensed Consolidated Statements of Cash Flows............................................................. 6 Note to the Consolidated Financial Statements............................................................... 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................... 8 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.................................................................................. 12 ITEM 4 - CONTROLS AND PROCEDURES............................................................................ 13 Part II - Other Information Other Information........................................................................................... 14 Signatures ............................................................................................... 16
PART I - FINANCIAL INFORMATION ITEM I - FINANCIAL STATEMENTS CSB BANCORP, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) - --------------------------------------------------------------------------------
September 30, December 31, 2003 2002 ------------- ------------- ASSETS Cash and due from banks $ 9,910,392 $ 12,079,581 Interest-bearing deposits with other banks 114,192 192,115 Federal funds sold 3,859,000 10,293,000 ------------- ------------- Total cash and cash equivalents 13,883,584 22,564,696 Securities available-for-sale, at fair value 30,235,371 22,671,668 Securities held-to-maturity (fair value of $43,774,016 in 2003 and $50,756,761 in 2002) 41,188,418 47,822,882 Restricted stock, at cost 2,666,500 2,593,500 ------------- ------------- Total securities 74,090,289 73,088,050 Loans, net of allowance for loan losses of $2,426,696 in 2003 and $2,700,643 in 2002 206,959,071 197,109,272 Premises and equipment, net 8,668,058 9,070,238 Accrued interest receivable and other assets 2,301,009 2,880,868 ------------- ------------- Total assets $ 305,902,011 $ 304,713,124 ============= ============= LIABILITIES Deposits Noninterest-bearing $ 29,822,619 $ 32,397,210 Interest-bearing 207,321,108 207,578,723 ------------- ------------- Total deposits 237,143,727 239,975,933 Securities sold under repurchase agreements 13,227,041 14,448,384 Federal Home Loan Bank borrowings 19,653,528 15,380,060 Accrued interest payable and other liabilities 1,461,442 1,166,463 ------------- ------------- Total liabilities 271,485,738 270,970,840 ------------- ------------- SHAREHOLDERS' EQUITY Common stock, $6.25 par value: Authorized 9,000,000 shares; issued 2,667,786 shares 16,673,667 16,673,667 Additional paid-in capital 6,413,915 6,413,915 Retained earnings 12,029,741 11,621,292 Treasury stock at cost: 27,198 shares in 2003 and 37,528 shares in 2002 (762,397) (1,088,312) Accumulated other comprehensive income 61,347 121,722 ------------- ------------- Total shareholders' equity 34,416,273 33,742,284 ------------- ------------- Total liabilities and shareholders' equity $ 305,902,011 $ 304,713,124 ============= =============
- -------------------------------------------------------------------------------- See note to consolidated financial statements. 3 CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - --------------------------------------------------------------------------------
Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ INTEREST INCOME Loans, including fees $ 3,099,353 $ 3,149,585 $ 9,462,091 $ 9,421,966 Taxable securities 233,318 371,636 793,823 1,338,668 Non-taxable securities 471,344 547,387 1,435,405 1,680,353 Other 10,352 58,290 19,979 171,784 ------------ ------------ ------------ ------------ Total interest income 3,814,367 4,126,898 11,711,298 12,612,771 INTEREST EXPENSE Deposits 933,509 1,300,877 2,932,916 4,610,626 Other 207,539 216,850 622,900 496,590 ------------ ------------ ------------ ------------ Total interest expense 1,141,048 1,517,727 3,555,816 5,107,216 ------------ ------------ ------------ ------------ NET INTEREST INCOME 2,673,319 2,609,171 8,155,482 7,505,555 Credit for loan losses -- (321,000) (51,000) (562,521) ------------ ------------ ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,673,319 2,930,171 8,206,482 8,068,076 NON-INTEREST INCOME Service charges on deposit accounts 198,484 201,980 588,680 609,807 Gain on sale of securities -- -- -- 114,822 Trust and financial services 94,192 80,420 281,550 277,902 Other income 314,385 213,853 763,662 568,669 ------------ ------------ ------------ ------------ Total non-interest income 607,061 496,253 1,633,892 1,571,200 NON-INTEREST EXPENSE Salaries and employee benefits 1,627,730 1,391,231 4,277,630 4,092,045 Occupancy expense 165,378 171,661 495,824 460,151 Equipment expense 113,968 132,307 373,970 400,731 State franchise tax 102,975 95,221 305,568 282,053 Professional and director fees 284,588 195,557 694,383 634,160 Other expenses 703,056 740,705 2,106,868 2,275,053 ------------ ------------ ------------ ------------ Total non-interest expense 2,997,695 2,726,682 8,254,243 8,144,193 ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 282,685 699,742 1,586,131 1,495,083 Federal income tax provision (credit) (56,000) 64,085 78,000 (21,821) ------------ ------------ ------------ ------------ NET INCOME $ 338,685 $ 635,657 $ 1,508,131 $ 1,516,904 ============ ============ ============ ============ BASIC AND DILUTED EARNINGS PER SHARE $ 0.13 $ 0.24 $ 0.57 $ 0.58 ============ ============ ============ ============
- -------------------------------------------------------------------------------- See note to consolidated financial statements. 4 CSB BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - ------------------------------------------------------------------------------
Three Months Ended Nine Months Ended September 30, September 30, ------------ ------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Balance at beginning of period $ 34,403,999 $ 33,278,296 $ 33,742,284 $ 32,721,137 Net income 338,685 635,657 1,508,131 1,516,904 Other comprehensive income (loss), net of income tax (76,922) (24,006) (60,375) (116,170) ------------ ------------ ------------ ------------ Total comprehensive income 261,763 611,651 1,447,756 1,400,734 Issuance of shares from treasury under dividend reinvestment program (3,934 and 11,336 shares in 2003, 1,585 and 3,215 shares in 2002) 67,390 29,573 193,559 60,763 Purchase of treasury shares (1 and 1,006 shares in 2003, 2 and 11 shares in 2002) (8) (30) (18,119) (192) Cash dividends declared ($0.12 and $0.36 per share in 2003, $0.10 and $0.20 per share in 2002) (316,871) (263,191) (949,207) (526,143) ------------ ------------ ------------ ------------ Balance at end of period $ 34,416,273 $ 33,656,299 $ 34,416,273 $ 33,656,299 ============ ============ ============ ============
- -------------------------------------------------------------------------------- See note to consolidated financial statements. 5 CSB BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - --------------------------------------------------------------------------------
Nine Months Ended September 30, ------------- 2003 2002 ------------ ------------ NET CASH FLOWS FROM OPERATING ACTIVITIES $ 2,798,299 $ 2,832,864 CASH FLOWS FROM INVESTING ACTIVITIES Securities available-for-sale Proceeds from maturities, calls and repayments 22,353,889 19,521,306 Proceeds from sales -- 3,125,516 Purchases (30,047,912) (9,132,731) Securities held to maturity Proceeds from maturities, calls and repayments 6,620,000 5,165,000 Net change in loans (9,877,227) (20,816,743) Premises and equipment expenditures, net (28,158) (243,761) ------------ ------------ Net cash from investing activities (10,979,408) (2,381,413) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits (2,832,206) (21,452,664) Net change in securities sold under repurchase agreements (1,221,343) (1,423,626) Proceeds from FHLB borrowings 5,000,000 10,000,000 Principal payments on FHLB borrowings (726,532) (824,381) Purchase of treasury shares (18,119) (192) Cash dividends paid (701,803) (202,189) ------------ ------------ Net cash from financing activities (500,003) (13,903,052) ------------ ------------ Net change in cash and cash equivalents (8,681,112) (13,451,601) Cash and cash equivalents at beginning of period 22,654,696 34,548,519 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,883,584 $ 21,096,918 ============ ============ SUPPLEMENTAL DISCLOSURES Interest paid $ 3,598,681 $ 5,280,567 Income taxes paid -- --
- -------------------------------------------------------------------------------- See note to consolidated financial statements. 6 CSB BANCORP, INC. NOTE TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - -------------------------------------------------------------------------------- NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements include CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial & Savings Bank (together referred to as "the Company"). All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the Company's financial position at September 30, 2003, and the results of operations and changes in cash flows for the periods presented have been made. Certain information and footnote disclosures typically included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The Annual Report for the Company for the year ended December 31, 2002, contains consolidated financial statements and related footnote disclosures which should be read in conjunction with the accompanying consolidated financial statements. The results of operations for the period ended September 30, 2003, are not necessarily indicative of the operating results for the full year or any future interim period. - -------------------------------------------------------------------------------- 7 CSB BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion focuses on the consolidated financial condition of CSB Bancorp, Inc. and it's wholly-owned subsidiary, The Commercial & Savings Bank (the Bank), collectively referred to as "the Company", at September 30, 2003, compared to December 31, 2002, and the consolidated results of operations for the nine month and quarterly periods ending September 30, 2003 compared to the same periods in 2002. The purpose of this discussion is to provide the reader with a more thorough understanding of the consolidated financial statements. This discussion should be read in conjunction with the interim consolidated financial statements and related footnote. FORWARD-LOOKING STATEMENTS Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain risks and uncertainties. When used herein, the terms "anticipates", "plans", "expects", "believes", and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. The Company's actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, general economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services. The Company does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. FINANCIAL CONDITION Total assets were $305.9 million at September 30, 2003, compared to $304.7 million at December 31, 2002, representing an increase of $1.2 million or 0.4%. Cash and cash equivalents decreased $8.7 million, or 38.5%, during the nine month period ending September 30, 2003, including a $6.4 million decrease in Federal funds sold. Total securities increased approximately $1.0 million, or 1.4%, during the nine month period. The decrease in cash and cash equivalents was primarily used to fund loans, which increased $9.6 million, or 4.8%, during the nine month period. Total deposits decreased $2.8 million, or 1.2%, while securities sold under repurchase agreements decreased $1.2 million, or 8.5%, during the nine month period ended September 30, 2003. During the second quarter of 2003, the Bank - -------------------------------------------------------------------------------- 8 CSB BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- borrowed $5.0 million from the Federal Home Bank of Cincinnati for a two year term as part of a strategy of the Bank's Asset/Liability Committee to take advantage of low cost funding alternatives in the current interest rate environment. Total loans increased $9.6 million, or 4.8% during the nine month period ended September 30, 2003. This increase was due to a combination of increased loan production within the Bank's market area and loan participations with other banks. The allowance for loan losses amounted to $2.4 million, or 1.16% of total loans, at September 30, 2003, compared to $2.7 million, or 1.35% of total loans at December 31, 2002. The components of the change in the allowance for loan loss during the nine month period ended September 30, 2003, included a credit (i.e. negative provision) of $51,000 and net loan charge-offs of $223,000. The negative provision resulted from progress made in reducing classified assets during the nine months ended September 30, 2003. Loans past due more than 90 days and loans placed on nonaccrual status, were approximately $1.2 million, or 0.57% of total loans at September 30, 2003, compared to $1.7 million, or 0.86% of total loans at December 31, 2002. At September 30, 2003, the ratio of net loans to deposits was 87.3%, compared to 82.1% at the end of 2002. The increase in this ratio is due to the aforementioned loan growth and deposit shrinkage experienced during the nine months ended September 30, 2003. Total shareholders' equity increased to $34.4 million, or 11.25% of total assets, primarily due to year-to-date net income of $1.5 million less dividends declared of $949,000. The Company and its subsidiary met all regulatory capital requirements at September 30, 2003. RESULTS OF OPERATIONS Net income for the nine months ended September 30, 2003, was $1.5 million, or $0.57 per share, as compared to $1.5 million, or $0.58 per share during the same period in 2002. Net interest income increased $650,000, or 8.7%, compared to the same nine month period in 2002. The credit for loan losses was $51,000 in 2003, as compared to $562,000 in 2002. For the quarter ended September 30, 2003, the Company recorded net income of $339,000, or $0.13 per share, as compared to $636,000, or $0.24 per share for the same period in 2002. Net interest income for the three months ended September 30, 2003 increased $64,000, or 2.5%, while the credit for loan losses decreased $321,000, as compared to the same quarter in 2002. - -------------------------------------------------------------------------------- 9 CSB BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- Interest income for the nine months ended September 30, 2003 was $11.7 million, a decrease of $901,000, or 7.1%, over the same period in 2002. Interest on securities decreased $790,000, or 26.2%, as short term interest rate declines prompted securities calls. Reinvestment rates were generally much lower than rates paid on called and maturing securities. Other interest income decreased $152,000 as average balances on federal funds sold have been significantly lower in 2003 than 2002. Interest income for the quarter ended September 30, 2003 was $3.8 million, a decrease of $313,000 or 7.6%, compared to the same period in 2002. This decrease was due to the reasons previously noted. Interest expense decreased $1.6 million, or 30.4%, to $3.6 million for the nine months ended September 30, 2003, compared to the nine months ended September 30, 2002. Interest expense on deposits decreased $1.7 million, or 36.4%, from the same period as last year, while interest expense on other borrowings increased $126,000, or 25.4%. The decrease in deposit interest expense was primarily caused by lower rates on transaction accounts and certificates of deposit which reflect the decrease in short term rates by the Federal Reserve during 2002 and 2003. Interest expense for the quarter ended September 30, 2003 was $1.1 million, a decrease of $377,000, or 24.8%, from the same period in 2002. The Bank reported a credit for loan losses of $51,000 during the first nine months of 2003, as compared to a credit of $563,000 in the same nine month period of 2002. The credit for loan losses was determined based on management's calculation of the allowance for loan losses, which includes provisions for classified loans, as well as a provision for the remainder of the portfolio based on historical data, including past charge-offs, and current economic trends. As mentioned previously, continued progress has been made throughout 2002 and 2003 in reducing classified assets. The Bank reported no provision for loan losses for the three months ended September 30, 2003, compared to a $321,000 credit for the same quarter in 2002 for the reasons stated above. Non-interest income increased $63,000, or 4.0%, during the nine months ended September 30, 2003 as compared to the same period in 2002. The increase in non-interest income was essentially due to a $64,000 increase in gain on sale of loans and a $115,000 increase in gain on sale of other real estate owned. These increases were offset by a $115,000 decrease in gains on sale of investment securities. Non-interest income for the quarter ended September 30, 2003 was $607,000, an increase of $111,000, or 22.3%, for the reasons noted above. Non-interest expenses increased $110,000, or 1.4%, for the nine months ended September 30, 2003, compared to the same period in 2002. Salaries and employee benefits increased $186,000, or 4.5%; professional and director fees increased $60,000, or 9.5%; and other expenses decreased $168,000 or 7.4%. A one-time severance payment of approximately $337,000 was paid to the Company's prior Chief Executive Officer, based on the terms of his employment contract. This resulted in a $237,000 increase in salaries and employee benefits and a $100,000 increase in professional and director fees. The $78,000 federal income tax provision for the nine months ended September 30, 2003, compared to a $22,000 credit for the comparable 2002 period - -------------------------------------------------------------------------------- 10 CSB BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- resulted from a corresponding change in income before income taxes after considering tax-exempt interest. Non-interest expenses increased $271,000, or 9.9%, compared to the same quarter in 2002 for the reasons noted above. - -------------------------------------------------------------------------------- 11 CSB BANCORP, INC. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK - -------------------------------------------------------------------------------- ITEM 3 - QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK There have been no material changes in the quantitative and qualitative disclosures about market risks as of September 30, 2003 from that presented in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002. Management performs a quarterly analysis of the Company's interest rate risk. All positions are currently within the Board-approved policy limits. 12 CSB BANCORP, INC. CONTROLS AND PROCEDURES - -------------------------------------------------------------------------------- ITEM 4 - CONTROLS AND PROCEDURES EVALUATION OF CONTROLS AND PROCEDURES With the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the "Exchange Act") as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that such disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to the Company is made known to them, particularly during the period for which our periodic reports, including this Quarterly Report on Form 10-Q, are being prepared. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no significant changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. - -------------------------------------------------------------------------------- 13 CSB BANCORP, INC. FORM 10-Q Quarter ended September 30, 2003 PART II - OTHER INFORMATION - -------------------------------------------------------------------------------- Item 1 - Legal Proceedings: There are no matters required to be reported under this item. Item 2 - Changes in Securities and Use of Proceeds: There are no matters required to be reported under this item. Item 3 - Defaults Upon Senior Securities: There are no matters required to be reported under this item. Item 4 - Submission of Matters to a Vote of Security Holders: There are no matters required to be reported under this item. Item 5 - Other Information: There are no matters required to be reported under this item. - -------------------------------------------------------------------------------- 14 CSB BANCORP, INC. FORM 10-Q Quarter ended September 30, 2003 PART II - OTHER INFORMATION - -------------------------------------------------------------------------------- Item 6 - Exhibits and Reports on Form 8-K: (a) Exhibits: Exhibit Number Description of Document ------ ----------------------- 3.1 Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to Registrant's 1994 Form 10-KSB) 3.1.1 Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to Registrant's 1998 Form 10-K) 3.2 Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-SB) 10 Employment Agreement with John J. Limbert (incorporated by reference to Registrant's Form 8-K filed May 22, 2003, Exhibit 99.1) 11 Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.) 31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Section 1350 Certifications (CEO / CFO Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) (b) Reports on Form 8-K: Form 8-K dated July 10, 2003, containing a letter to shareholders regarding second quarter earnings and announcing a dividend to shareholders. Form 8-K dated July 18, 2003, containing a quarterly report to shareholders that included financial statements for the period ended June 30, 2003. - -------------------------------------------------------------------------------- 15 CSB BANCORP, INC. FORM 10-Q Quarter ended September 30, 2003 PART II - OTHER INFORMATION - -------------------------------------------------------------------------------- Form 8-K dated July 28, 2003, announcing the resignation of C. James Bess as a director and the election of John J. Limbert as a director effective July 24, 2003. Additionally, announcing the resignation of C. James Bess as Chief Executive Officer effective July 31, 2003 and the hiring of John J. Limbert as Chief Executive Officer effective August 1, 2003. - -------------------------------------------------------------------------------- 16 CSB BANCORP, INC. SIGNATURES - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CSB BANCORP, INC. -------------------------------- (Registrant) Date: 11/14/03 /s/ John J. Limbert -------------------------------- John J. Limbert President Chief Executive Officer Date: 11/14/03 /s/ A. Lee Miller -------------------------------- A. Lee Miller Senior Vice President Chief Financial Officer - -------------------------------------------------------------------------------- 17 CSB BANCORP, INC. Index to Exhibits - --------------------------------------------------------------------------------
Exhibit Sequential Number Description of Document Page ------ ----------------------- ---- 3.1 Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to Registrant's 1994 Form 10-KSB) 3.1.1 Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to Registrant's 1998 Form 10-K) 3.2 Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-SB) 10 Employment Agreement with John J. Limbert (incorporated by reference to Registrant's Form 8-K filed May 22, 2003, Exhibit 99.1) 11 Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.) 18 31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 19 31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 21 32 Section 1350 Certifications (CEO/CFO Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) 23
- -------------------------------------------------------------------------------- 18 EX-11 3 l04177aexv11.txt EX-11 COMPUTATION OF PER SHARE EARNINGS . . . CSB BANCORP, INC. EXHIBIT 11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS - --------------------------------------------------------------------------------
Three Months Ended Nine Months Ended September 30, September 30, ------------ ------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- BASIC EARNINGS PER SHARE Net income $ 338,685 $ 635,657 $1,508,131 $1,516,904 Weighted average common shares 2,640,160 2,631,760 2,636,541 2,630,224 ---------- ---------- ---------- ---------- BASIC EARNINGS PER SHARE $ 0.13 $ 0.24 $ 0.57 $ 0.58 ========== ========== ========== ========== DILUTED EARNINGS PER SHARE Net income $ 338,685 $ 635,657 $1,508,131 $1,516,904 Weighted average common shares 2,640,160 2,631,760 2,636,541 2,630,224 Weighted average effect of assumed stock options 2,218 3,032 3,478 3,740 ---------- ---------- ---------- ---------- Total 2,642,378 2,634,792 2,640,019 2,633,964 ---------- ---------- ---------- ---------- DILUTED EARNINGS PER SHARE $ 0.13 $ 0.24 $ 0.57 $ 0.58 ========== ========== ========== ==========
- -------------------------------------------------------------------------------- 19 EX-31.1 4 l04177aexv31w1.txt EX-31.1 SECTION 302 CERTIFICATION OF CEO CSB BANCORP, INC. EXHIBIT 31.1 CEO CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002 President and Chief Executive Officer I, John J. Limbert, certify that: 1. I have reviewed this report on Form 10-Q 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(s) 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)) 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) 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 c) 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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(s) 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): - -------------------------------------------------------------------------------- 20 CSB BANCORP, INC. 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: 11/14/03 /s/ John J. Limbert ------------------------ John J. Limbert President and Chief Executive Officer - -------------------------------------------------------------------------------- 21 EX-31.2 5 l04177aexv31w2.txt EX-31.2 SECTION 302 CERTIFICATION OF CFO CSB BANCORP, INC. EXHIBIT 31.2 CFO CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002 Senior Vice President and Chief Financial Officer I, A. Lee Miller, certify that: 1. I have reviewed this report on Form 10-Q 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(s) 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)) 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) 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 of the end of the period covered by this report based on such evaluation; and c) 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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(s) 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): - -------------------------------------------------------------------------------- 22 CSB BANCORP, INC. 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 data; 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: 11/14/03 /s/ A. Lee Miller ------------------------ A. Lee Miller Senior Vice President and Chief Financial Officer - -------------------------------------------------------------------------------- 23 EX-32 6 l04177aexv32.txt EX-32 SECTION 906 CERTIFICATIONS CSB BANCORP, INC. EXHIBIT 32 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 quarterly report of CSB Bancorp, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, John J. Limbert, President and Chief Executive Officer, and A. Lee Miller, Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of our 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/ John J. Limbert /s/ A. Lee Miller - ------------------------------ -------------------------------- John J. Limbert A. Lee Miller President and Senior Vice President and Chief Executive Officer Chief Financial Officer - -------------------------------------------------------------------------------- 24 -----END PRIVACY-ENHANCED MESSAGE-----