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, 2013
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) |
Registrants 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 registrants 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, 2013, the aggregate market value of the voting common equity held by non-affiliates of the registrant, based on a share price of $19.25 per common share (such price being the last trade price on such date) was $48.1 million.
At March 25, 2014, there were outstanding 2,736,634 of the registrants common shares, $6.25 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of CSB Bancorp Inc.s 2013 Annual Report to Shareholders are incorporated by reference into Parts I and II of this Form 10-K.
Portions of CSB Bancorp Inc.s Proxy Statement dated March 25, 2014 are incorporated by reference in Part III of this Form 10-K.
PART I
ITEM 1. BUSINESS.
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 the Company. 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.
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 Companys 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 on the Companys 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 subsidiaries, 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 Banks market area has historically exhibited relatively stable economic conditions; however, a pronounced slowdown in economic activity occurred during the latter half of 2008 and the subsequent recovery continues at a slow pace. Unemployment levels in Holmes County have generally been among the lowest in the State of Ohio, while the balance of the Banks market area reported unemployment levels below the state average in 2013 and 2012. Residential real estate values have also returned to close to more normalized valuations. Household debt peaked in
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2007 and has fallen as consumers were leery of taking on new loans; however, spending on durable goods, such as autos has begun to return to within the normal range. The Federal Reserve Bank of Cleveland has reported that a lot of Ohios growth activity in industrial production is coming from oil and shale. The Companys 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 borrowers past and current credit history, the collateral being used to secure the transaction, the borrowers character, and other factors. For all commercial loan relationships greater than $275,000, the Banks internal credit department performs an annual risk rating review. In addition to this review, an independent outside loan review firm is engaged to review all watch list and adversely classified credits, all commercial loan relationships greater than $750,000, a sample of commercial loan relationships less than $750,000, loans within an industry concentration and a sample of consumer/mortgage loans. In addition, any loan identified as a problem credit by management and/or the external loan review consultants is assigned to the Banks loan watch list, and is subject to ongoing review by the Banks credit department and the assigned loan officer to ensure appropriate action is taken when deterioration has occurred.
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. As compared to consumer lending, which includes single-family residences, personal installment loans and automobile loans, commercial lending entails significant additional risks. 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 borrowers 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. 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 borrowers residence. Such loans are made based on the borrowers ability to make repayment from employment and other income. Management assesses the borrowers 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 primarily based on tax value 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 collateral.
Home equity lines of credit are made to individuals and are secured by second or first mortgages on the borrowers 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 certain minimum monthly payments.
Installment loans to individuals include unsecured loans and loans secured by automobiles and other consumer assets. Consumer loans for the purchase of new automobiles generally do not exceed 100% of the purchase price of the automobile. Loans for used automobiles generally do not exceed average wholesale or trade-in values as stipulated in a recent auto-industry used-car price guide. 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 borrowers ability and willingness to make repayment through a review of credit history, credit ratings, debt-to-income ratios and other measures of repayment ability.
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While CSBs 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 Companys banking operations are considered by management to be aggregated in one reportable operating segment. For a discussion of CSBs financial performance for the fiscal year ended December 31, 2013, 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, 2013, the Company had 177 employees, 136 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 permits 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 several 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 and investment companies. The Bank believes its presence in the Holmes, Tuscarawas, Wayne and Stark County areas provides the Bank with a competitive advantage due to its ability to make loans and provide services to the local community.
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 Banks primary market areas. In addition, the deregulation of the financial services industry (see the discussion of the Gramm-Leach-Bliley Act of 1999 (GLBA) in the section of this item captioned Financial Modernization) has allowed securities firms and insurance companies that have elected to become financial holding companies to acquire commercial banks and other financial institutions, which can create additional competitive pressure.
Investor Relations
The Companys 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 Companys 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 Companys filings with the SEC may be read and copied at the SECs Public Reference Room at 450 Fifth Street, NW, 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 SECs 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 registered with the Federal Reserve Board (FRB) as a financial holding company under the Bank Holding Company Act, as amended (the BHC Act), and 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 Banks 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.
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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 Companys 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.
Dodd-Frank Wall Street Reform and Consumer Protection Act
Federal regulators continue to implement many provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which was signed into law by President Obama on July 21, 2010. The Dodd-Frank Act created many new restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions. Currently, federal regulators are still in the process of drafting the implementing regulations for many portions of the Dodd-Frank Act. The Company is closely monitoring all relevant sections of the Dodd-Frank Act to ensure continued compliance with these regulatory requirements. The following discussion summarizes significant aspects of the Dodd-Frank Act that may affect the Company and the Bank:
| the Consumer Financial Protection Bureau has been established and empowered to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws; |
| the deposit insurance assessment base for federal deposit insurance has been expanded from domestic deposits to average assets less average tangible equity; |
| the Dodd-Frank Act instructs appropriate federal banking agencies to make the capital requirements for banks and savings and loan holding companies and insured depository institutions countercyclical so that the amount of capital required to be maintained increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness; |
| the prohibition on the payment of interest on business demand deposits has been repealed, thereby permitting depository institutions to pay interest on business transaction and other accounts; |
| the Dodd-Frank Act permanently increases the $250,000 limit for FDIC deposit insurance; |
| financial holding companies, such as the Company, are required to be well-capitalized and well-managed and must continue to be both well-capitalized and well-managed in order to acquire banks located outside their home state; |
| the Dodd-Frank Act extended the application to most bank holding companies of the same leverage and risk-based capital requirements that apply to insured depository institutions, which, among other things, will disallow treatment of trust preferred securities as Tier 1 capital under certain circumstances; |
| new corporate governance requirements, which are generally applicable to most larger public companies, now require new compensation practices, including, but not limited to, providing shareholders the opportunity to cast a non-binding vote on executive compensation, to consider the independence of compensation advisors and new executive compensation disclosure requirements; |
| the Dodd-Frank Act amended the Electronic Fund Transfer Act to, among other things, give the FRB the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer; and |
| increases authority of the FRB to examine financial holding companies and their non-bank subsidiaries. |
Many aspects of the Dodd-Frank Act are still subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Company, its subsidiaries, their respective customers or the financial services industry more generally.
Regulation of Financial Holding Companies
As a bank holding company, which is also designated as a financial holding company under GLBA, CSBs 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.
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The FRB has extensive enforcement authority over financial holding companies, including the ability to assess civil money penalties, issue cease and desist orders and require that a financial 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 financial 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 financial 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 financial 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.
Financial Modernization
Pursuant to 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 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.
Regulatory Capital
The FRB has adopted risk-based capital guidelines for bank holding companies and state member banks. These capital guidelines are based on the International Convergence of Capital Measurement and Capital Standards (Basel I), published by the Basel Committee on Banking Supervision (the Basel Committee). 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.
Under the guidelines, the minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet items such as standby letters of credit) is 8%. At least half of the minimum total risk-based capital ratio (4%) must be composed of Tier 1 risk-based capital, which consists of common shareholders equity, minority interests in certain equity accounts of consolidated subsidiaries and a limited amount of qualifying preferred stock and qualified trust preferred securities (although the Tier 1 capital treatment of trust preferred securities will be phased out under the Dodd-Frank Act in certain circumstances), less goodwill and certain other intangible assets, including the unrealized net gains and losses, after applicable taxes, on available-for-sale securities carried at fair value. The remainder of total risk-based capital (commonly known as Tier 2 risk-based capital) may consist of certain amounts of hybrid capital instruments, mandatory convertible debt, subordinated debt, preferred stock not qualifying as Tier 1 capital, loan and lease loss allowance and net unrealized gains on certain available-for-sale equity securities, all subject to limitations established by the guidelines.
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 four risk weights (0%, 20%, 50% and 100%) 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 FRB has also established minimum leverage ratio guidelines for bank holding companies. The FRB guidelines provide for a minimum ratio of Tier 1 capital to average assets (excluding the loan and lease loss allowance,
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goodwill and certain other intangibles), or leverage ratio, of 3% for bank holding companies that meet certain criteria, including having the highest regulatory rating, and 4% for all other bank holding companies. The guidelines further provide that bank holding companies making acquisitions will be expected to maintain strong capital positions substantially above the minimum levels.
The FRBs review of certain bank holding company transactions is affected by whether the applying bank holding company is well-capitalized. To be deemed well-capitalized, the bank holding company must have a Tier 1 risk-based capital ratio of at least 6%, a leverage ratio of at least 5% and a total risk-based capital ratio of at least 10%, and must not be subject to any written agreement, order, capital directive or prompt corrective action directive issued by the FRB to meet and maintain a specific capital level for any capital measure.
In December 2010, the Basel Committee on Banking Supervision, an international forum for cooperation on banking supervisory matters, announced the Basel III capital standards, which proposed new capital requirements for banking organizations. On July 2, 2013, the Federal Reserve Board adopted a final rule implementing a revised capital framework based in part on the Basel III capital standards and, on July 9, 2013, the Office of the Comptroller of the Currency also adopted a final rule and the FDIC adopted an interim final rule implementing a revised capital framework based in part on the Basel III capital standards. The rule will not begin to phase in until January 1, 2014 for larger institutions and January 1, 2015 for smaller, less complex banking organizations such as the Company. The rule will be fully phased in by January 1, 2019.
The implementation of the final rule will lead to higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. Specifically, the rule imposes the following minimum capital requirements on federally insured financial institutions: (1) a new minimum common equity tier 1 capital to risk-weighted assets ratio of 4.5%; (2) a leverage capital ratio of 4%; (3) a tier 1 risk-based capital ratio of 6%; and (4) a total risk-based capital ratio of 8%. Under the rule, common equity generally consists of common stock, retained earnings and limited amounts of minority interests in the form of common stock. In addition, in order to avoid limitations on capital distributions, such as dividend payments and certain bonus payments to executive officers, the rule requires insured financial institutions to hold a capital conservation buffer of common equity tier 1 capital above its minimum risk-based capital requirements. The capital conservation buffer will be phased in over time, becoming effective on January 1, 2019, and will consist of an additional amount of common equity equal to 2.5% of risk-weighted assets. The rule will also revise the regulatory agencies prompt corrective action framework by incorporating the new regulatory capital minimums and updating the definition of common equity. Until the rule is fully phased in, we cannot predict the ultimate impact it will have upon the financial condition or results of operations of the Company.
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 banks 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 banks 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 banks 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 banks capital plan for the plan to be acceptable.
In order to be well-capitalized, a bank must have total risk-based capital of at least 10%, Tier 1 risk-based capital of at least 6% 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, 2013, the Bank meets the ratio requirements to be deemed well-capitalized according to the guidelines described above. See Note 12 of the Notes to Consolidated Financial Statements located on page 51 of CSBs 2013 Annual Report, which is incorporated herein by reference.
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 deposit insurance premiums to maintain the Deposit Insurance Fund. Insurance premiums for each insured institution are determined based upon the institutions capital level and supervisory rating
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provided to the FDIC by the institutions 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 institutions deposits to determine the institutions insurance premium.
The FDIC issued final rules effective April 2011 that changed the deposit insurance assessment base, as required by the Dodd-Frank Act. As adopted, the final rule changed the deposit insurance assessment base from domestic deposits to average assets less average tangible equity. The final rule also set a target size for the Deposit Insurance Fund at 2% of insured deposits and implements a lower assessment rate schedule when the fund reaches 1.15% and, in lieu of dividends, provides for a lower rate schedule when the reserve ratio reaches 2% and 2.5%. The final rule went into effect beginning with the second quarter of 2011. The change to the assessment base and assessment rates, as well as the Deposit Insurance Fund restoration time frame, has lowered the Companys deposit insurance assessment.
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. CSB is particularly affected by the policies of the FRB, which regulates the supply of money and credit in the United States. 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.
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.
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, which 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 CSBs 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, 2013, approximately $7.5 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 CSBs 2013 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 United 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 gives the federal government powers to address terrorist threats through enhanced security
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measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. Title III of the Patriot Act takes measures intended to encourage information sharing among federal banking agencies and law enforcement officials. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions to, among other things, establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts and establish enhanced due diligence policies, procedures and controls designed to detect and report suspicious activity. The Bank has established policies and procedures that are believed to be compliant with the requirements of the Patriot Act.
Corporate Governance
The Sarbanes-Oxley Act of 2002 (SOX) was signed into law on July 30, 2002. SOX contains important requirements for public companies with regard to financial disclosure and corporate governance. In accordance with section 302(a) of SOX, written certifications by CSBs Chief Executive Officer and Chief Financial Officer are required to certify that CSBs 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. Pursuant to provisions of the Dodd-Frank Act which provide a permanent exemption for smaller companies which have a public float of less than $75 million, from the SOX attestation requirement by the external accountants on internal controls. CSB is exempt from the requirement for external accountant attestation on internal controls. Managements assessment of internal controls over financial reporting is located on page 23 of the CSB 2013 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 organizations incentive compensation arrangements should: (i) provide incentives that do not encourage risk-taking beyond the organizations 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 organizations 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 organizations 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 institutions supervisory ratings, which can affect the institutions 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 organizations safety and soundness and prompt and effective measures are not being taken to correct the deficiencies.
Future Legislation
Various and significant legislation affecting financial institutions and the financial industry is from time to time introduced by the U.S. Congress, as evidenced by the sweeping reforms in the Dodd-Frank Act adopted in 2010. 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. With the enactment of the Dodd-Frank Act and the continuing implementation of final rules and regulations thereunder, 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 SECs Industry Guide 3 Statistical Disclosures by Bank Holding Companies, or a specific reference as to the location of required disclosures in the Companys 2013 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 Companys 2013 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 Companys 2013 Annual Report is incorporated by reference herein.
Investment Portfolio
The following is a schedule of the carrying value of securities at December 31:
(Dollars in thousands) | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Securities available-for-sale, at fair value |
||||||||||||
U.S. Treasury security |
$ | 997 | $ | 100 | $ | 100 | ||||||
U.S. Government agencies |
22,301 | 35,980 | 28,323 | |||||||||
Mortgage-backed securities of government agencies |
54,300 | 68,695 | 75,628 | |||||||||
Other mortgage-backed securities |
235 | 344 | 704 | |||||||||
Asset-backed securities of government agencies |
2,775 | 2,823 | | |||||||||
State and political subdivisions |
16,447 | 16,883 | 14,880 | |||||||||
Corporate bonds |
4,539 | 4,397 | 3,330 | |||||||||
Equity securities |
128 | 69 | 61 | |||||||||
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Total |
$ | 101,722 | $ | 129,291 | $ | 123,026 | ||||||
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Securities held-to-maturity, at fair value |
||||||||||||
U.S. Government agencies |
$ | 18,358 | $ | | $ | | ||||||
Mortgage-backed securities of government agencies |
24,285 | | | |||||||||
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Total |
$ | 42,643 | $ | | $ | | ||||||
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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, 2013:
One Year or Less | After One Year Through Five Years |
Maturing After Five Years Through Ten Years |
After Ten Years | Total | ||||||||||||||||||||||||||||||||||||
Amortized | Amortized | Amortized | Amortized | Amortized | ||||||||||||||||||||||||||||||||||||
(Dollars in thousands) | Cost | Yield | Cost | Yield | Cost | Yield | Cost | Yield | Cost | Yield | ||||||||||||||||||||||||||||||
Available-for-sale: |
||||||||||||||||||||||||||||||||||||||||
U.S. Treasury |
$ | | | % | $ | 1,005 | 0.71 | % | $ | | | % | $ | | | % | $ | 1,005 | 0.71 | % | ||||||||||||||||||||
U.S. Government agencies |
| | 6,000 | 0.81 | 13,000 | 1.97 | 3,999 | 1.18 | 22,999 | 1.53 | ||||||||||||||||||||||||||||||
Mortgage-backed securities of government agencies |
106 | 2.78 | 281 | 4.40 | 917 | 4.44 | 53,151 | 2.54 | 54,455 | 2.59 | ||||||||||||||||||||||||||||||
Other mortgage-backed securities |
| | | | 230 | 5.34 | | | 230 | 5.34 | ||||||||||||||||||||||||||||||
Asset-backed securities of government agencies |
| | | | | | 2,739 | 1.54 | 2,739 | 1.54 | ||||||||||||||||||||||||||||||
State and political subdivisions |
749 | 5.35 | 6,143 | 4.28 | 7,733 | 4.23 | 1,594 | 5.31 | 16,219 | 4.41 | ||||||||||||||||||||||||||||||
Corporate bonds |
3,925 | 2.16 | 575 | 1.04 | | | 4,500 | 2.02 | ||||||||||||||||||||||||||||||||
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Total |
$ | 855 | 5.03 | % | $ | 17,354 | 2.40 | % | $ | 22,455 | 2.86 | % | $ | 61,483 | 2.48 | % | 102,147 | 2.57 | % | |||||||||||||||||||||
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Held-to-maturity: |
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U.S. Government agencies |
$ | | | % | $ | | | % | $ | 7,717 | 2.44 | % | $ | 11,469 | 2.14 | % | $ | 19,186 | 2.26 | % | ||||||||||||||||||||
Mortgage-backed securities of government agencies |
| | | | | | 25,164 | 1.88 | 25,164 | 1.88 | ||||||||||||||||||||||||||||||
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Total |
$ | | | % | $ | | | % | $ | 7,717 | 2.44 | % | $ | 36,633 | 1.96 | % | $ | 44,350 | 2.04 | % | ||||||||||||||||||||
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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 Companys 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) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Commercial |
$ | 117,478 | $ | 104,899 | $ | 89,828 | $ | 78,540 | $ | 69,351 | ||||||||||
Commercial real estate |
129,828 | 119,192 | 106,332 | 104,829 | 107,794 | |||||||||||||||
Residential real estate |
111,445 | 110,412 | 103,518 | 108,832 | 114,882 | |||||||||||||||
Construction and land development |
13,444 | 23,358 | 18,061 | 16,515 | 13,761 | |||||||||||||||
Consumer |
6,687 | 6,480 | 6,216 | 6,715 | 7,464 | |||||||||||||||
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Total loans |
$ | 378,882 | $ | 364,341 | $ | 323,955 | $ | 315,431 | $ | 313,252 | ||||||||||
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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, 2013:
Maturing | ||||||||||||||||
One Year or Less |
One Through Five Years |
After Five Years |
Total | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Commercial |
$ | 54,770 | $ | 26,739 | $ | 35,969 | $ | 117,478 | ||||||||
Commercial real estate |
4,489 | 8,010 | 117,329 | 129,828 | ||||||||||||
Construction and land development |
3,317 | 1,880 | 8,247 | 13,444 | ||||||||||||
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Total |
$ | 62,576 | $ | 36,629 | $ | 161,545 | $ | 260,750 | ||||||||
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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, 2013.
(Dollars in thousands) | Fixed Rate | Variable Rate | ||||||
Total commercial, commercial real estate and construction and land development loans due after one year |
$ | 62,017 | $ | 136,157 |
The following schedule summarizes nonaccrual, past due and restructured loans.
(Dollars in thousand) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Loans accounted for on a nonaccural basis |
$ | 2,234 | $ | 3,206 | $ | 2,908 | $ | 3,905 | $ | 3,786 | ||||||||||
Accruing loans that are contractually past due 90 days or more as to interest or principal payments |
1,036 | 131 | 581 | 685 | 355 | |||||||||||||||
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Totals |
$ | 3,270 | $ | 3,337 | $ | 3,489 | $ | 4,590 | $ | 4,141 | ||||||||||
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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) | 2013 | 2012 | 2011 | |||||||||
Loans acquired with credit impairment |
$ | | $ | | $ | | ||||||
Total recorded investment of impaired loans |
10,655 | 10,210 | 7,263 | |||||||||
Less portion for which no allowance for loan loss is allocated |
907 | 1,975 | | |||||||||
Portion of impaired loan balance for which an allowance for loan losses is allocated |
9,748 | 8,235 | 7,263 | |||||||||
Portion of allowance for loan losses allocated to the impaired loan balance at December 31 |
784 | 779 | 522 |
For the year ended December 31, 2013, interest income recognized on impaired loans amounted to $388 thousand, while $472 thousand would have been recognized had the loans been performing under their contractual terms. For the year ended December 31, 2012, interest income recognized on impaired loans amounted to $337 thousand, while $517 thousand would have been recognized had the loans been performing under their contractual terms. For the year ended December 31, 2011, interest income recognized on impaired loans amounted to $169 thousand while $190 thousand would have been recognized had the loans been performing under their contractual terms.
Impaired loans are comprised of commercial and commercial real estate loans, and are carried at the present value of expected cash flows discounted at the loans 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 borrowers 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, 2013, 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, 2013, these amounts, including impaired and nonperforming loans, amounted to $11.0 million of substandard loans and $0 doubtful loans.
As of December 31, 2013, there are no concentrations of loans greater than 10% of total loans that are 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) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
LOANS |
||||||||||||||||||||
Average loans outstanding during period |
$ | 374,821 | $ | 342,868 | $ | 318,781 | $ | 313,549 | $ | 317,254 | ||||||||||
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ALLOWANCE FOR LOAN LOSSES |
||||||||||||||||||||
Balance at beginning of period |
$ | 4,580 | $ | 4,082 | $ | 4,031 | $ | 4,060 | $ | 3,394 | ||||||||||
Loans charged-off: |
||||||||||||||||||||
Commercial |
(190 | ) | (29 | ) | (487 | ) | (479 | ) | (320 | ) | ||||||||||
Commercial real estate |
(108 | ) | (283 | ) | (68 | ) | (187 | ) | (254 | ) | ||||||||||
Residential real estate |
(82 | ) | (106 | ) | (297 | ) | (488 | ) | (177 | ) | ||||||||||
Construction and land development |
| | (41 | ) | (143 | ) | | |||||||||||||
Consumer |
(48 | ) | (89 | ) | (121 | ) | (92 | ) | (134 | ) | ||||||||||
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Total loans charged-off |
(428 | ) | (507 | ) | (1,014 | ) | (1,389 | ) | (885 | ) | ||||||||||
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Recoveries of loans previously charged-off: |
||||||||||||||||||||
Commercial |
25 | 16 | 38 | 93 | 55 | |||||||||||||||
Commercial real estate |
| | | | 86 | |||||||||||||||
Residential real estate |
18 | 102 | 19 | | | |||||||||||||||
Construction and land development |
| | | | | |||||||||||||||
Consumer |
50 | 64 | 58 | 32 | 73 | |||||||||||||||
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Total loans recoveries |
93 | 182 | 115 | 125 | 214 | |||||||||||||||
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Net loans charged-off |
(335 | ) | (325 | ) | (899 | ) | (1,264 | ) | (671 | ) | ||||||||||
Provision charged to operating expense |
840 | 823 | 950 | 1,235 | 1,337 | |||||||||||||||
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Balance at end of period |
$ | 5,085 | $ | 4,580 | $ | 4,082 | $ | 4,031 | $ | 4,060 | ||||||||||
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Ratio of net charge-offs to average loans outstanding for period |
0.09 | % | 0.09 | % | 0.28 | % | 0.40 | % | 0.21 | % |
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 Companys 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 managements 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, 2013 | December 31, 2012 | December 31, 2011 | December 31, 2010 | December 31, 2009 | ||||||||||||||||||||||||||||||||||||
Commercial |
$ | 1,219 | 31.00 | % | $ | 933 | 28.79 | % | $ | 1,024 | 27.73 | % | $ | 1,179 | 24.90 | % | $ | 1,031 | 22.14 | % | ||||||||||||||||||||
Commercial real estate |
1,872 | 34.27 | 1,902 | 32.71 | 1,673 | 32.82 | 1,183 | 33.23 | 1,338 | 34.41 | ||||||||||||||||||||||||||||||
Residential real estate |
1,205 | 29.41 | 1,096 | 30.30 | 894 | 31.95 | 1,057 | 34.50 | 1,140 | 36.68 | ||||||||||||||||||||||||||||||
Construction & land development |
178 | 3.55 | 253 | 6.41 | 180 | 5.58 | 213 | 5.24 | 246 | 4.39 | ||||||||||||||||||||||||||||||
Consumer |
91 | 1.77 | 76 | 1.79 | 78 | 1.92 | 80 | 2.13 | 77 | 2.38 | ||||||||||||||||||||||||||||||
Unallocated |
520 | 320 | 233 | 319 | 228 | |||||||||||||||||||||||||||||||||||
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Total |
$ | 5,085 | 100.00 | % | $ | 4,580 | 100.00 | % | $ | 4,082 | 100.00 | % | $ | 4,031 | 100.00 | % | $ | 4,060 | 100.00 | % | ||||||||||||||||||||
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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) | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | ||||||||||||||||||
Noninterest-bearing demand |
$ | 106,769 | $ | 91,148 | $ | 70,543 | N/A | N/A | N/A | |||||||||||||||
Interest-bearing demand |
70,648 | 63,346 | 53,896 | 0.06 | % | 0.08 | % | 0.08 | % | |||||||||||||||
Savings deposits |
141,638 | 135,035 | 91,232 | 0.10 | 0.17 | 0.25 | ||||||||||||||||||
Time deposits |
149,340 | 163,997 | 152,194 | 1.03 | 1.25 | 1.70 | ||||||||||||||||||
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Total deposits |
$ | 468,395 | $ | 453,526 | $ | 367,865 | ||||||||||||||||||
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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, 2013:
(Dollars in thousands) | ||||
Three months or less |
$ | 8,021 | ||
Over three through six months |
4,799 | |||
Over six through twelve months |
11,483 | |||
Over twelve months |
18,259 | |||
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Total |
$ | 42,562 | ||
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Return on Equity and Assets
2013 | 2012 | 2011 | ||||||||||
Return on average assets |
0.90 | % | 0.80 | % | 0.78 | % | ||||||
Return on average shareholders equity |
9.93 | 8.85 | 7.57 | |||||||||
Dividend payout ratio |
37.60 | 43.30 | 53.40 | |||||||||
Average shareholders equity to average assets |
9.08 | 9.10 | 10.33 |
Short-Term Borrowings
Short-term borrowings consist of securities sold under agreements to repurchase, short-term advances through Federal Home Loan Bank and federal funds purchased. Securities sold under agreements to repurchase generally mature one (1) day from the transaction date. Federal funds purchased generally have overnight terms. Information concerning short-term borrowings is summarized as follows:
(Dollars in thousands) | 2013 | 2012 | 2011 | |||||||||
Securities sold under agreements to repurchase, federal funds purchased and short-term advances at period end |
$ | 48,671 | $ | 43,992 | $ | 37,073 | ||||||
Weighted average interest rate at period end |
0.15 | % | 0.20 | % | 0.25 | % | ||||||
Maximum outstanding at any month end during the year |
48,671 | 43,992 | 37,073 | |||||||||
Average amount outstanding |
45,330 | 40,893 | 32,577 | |||||||||
Weighted average rates during year |
0.15 | % | 0.22 | % | 0.43 | % |
16
ITEM 1A. RISK FACTORS.
Risks Related to the Companys Business
The Companys 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 Companys earnings may be negatively impacted if it fails to manage credit risk, as the origination of loans is an integral part of the Companys 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 Companys customers operate or a rapid increase in interest rates. All of the Companys loan portfolios, particularly commercial real estate loans, may continue to be affected by the sustained economic weakness of the Companys north central Ohio market and the impact of higher unemployment rates. There has been a slow improvement in the housing market across the Companys footprint, reflecting a bottom to prices and excess inventories of houses beginning to be sold. A return to further declines in home values and reduced levels of home sales in the Companys market may have a negative effect on the Companys business, financial condition or results of operation.
The Companys allowance for loan losses may be insufficient.
The Company maintains an allowance for loan losses that it believes is a reasonable estimate of known and inherent losses within the loan portfolio. 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 us. 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 Companys control, and these losses may exceed current estimates. The Company cannot fully predict the amount or timing of losses or whether the loss allowance will be adequate in the future. If the Companys assumptions prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the Companys loan portfolio, resulting in additions to the allowance. Excessive loan losses and significant additions to the Companys allowance for loan losses could have a material adverse impact on the Companys business, financial condition and results of operations. In addition, bank regulators periodically review the Companys 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 Companys allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on the Companys business, financial condition or results of operations.
The Company has significant exposure to risks associated with commercial and commercial real estate loans.
As of December 31, 2013, approximately 65% of the Companys 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 for 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 Companys business, financial condition and results of operations.
A significant portion of the Companys loan portfolio is secured by real property. During the ordinary course of business, the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be liable for remediation costs, as well as for personal injury and property damage.
The Company is subject to liquidity risk.
The Company requires liquidity to meet its deposit and debt obligations as they come due. The Companys 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 or adverse regulatory actions. The Companys access to deposits may also be affected by the liquidity needs of its depositors. In particular, a substantial majority of the Companys 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
17
portion of its assets are loans, which cannot be called or sold in the same time frame. Although the Company historically has been able to replace maturing deposits and advances as necessary, it might not be able to replace such funds in the future, especially 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 Companys business, financial condition or results of operations.
The Companys business strategy includes planned growth. The Companys financial condition and results of operations could be negatively affected if the Company fails to grow or fails to manage its growth effectively.
The Companys ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business opportunities, its ability to integrate acquisitions and manage growth and the Companys ability to raise capital. While the Company believes it has the management resources and systems in place to successfully manage future growth, there can be no assurance that growth opportunities will be available.
Failure to manage the Companys growth effectively could have a material adverse effect on its business, future prospects, financial condition or results of operations and could adversely affect the Companys ability to successfully implement its business strategy.
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. In addition, in the future the Company may need to raise additional capital 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. Many financial institutions have sought to raise considerable amounts of capital in recent years in response to deterioration in their results of operations and financial condition. Such overall market demand for capital may diminish the Companys ability to raise additional capital if and when it is needed.
The Companys ability to raise additional capital for CSB or the Banks needs will depend on conditions at that time in the capital markets, overall economic conditions, CSBs financial performance and condition, and other factors, many of which are outside our 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 our ability to expand operations, and on our financial condition, results of operations and future prospects.
Strong competition within the market in which the Company operates could reduce its ability to attract and retain business.
The Company will need to adjust to competition in both originating loans and attracting deposits. Competition in the financial services industry is intense, as the Company competes with 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 Companys competitors offer a broader range of products and services than we can offer. The Companys ability to achieve its financial objectives will depend on its ability to deliver or expand product delivery systems and changes in technology required by customers. The increasingly competitive environment is, in part, a result of changes in regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers.
Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, could severely harm our business.
As part of the Companys business, it collects, processes and retains sensitive and confidential client and customer information on behalf of the Companys subsidiaries and other third parties. Despite the security measures the Company has in place, its facilities and systems, and those of the Companys third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. If a breach of information security occurs, information can be lost or misappropriated resulting in financial loss or costs to the Company or damages to others. 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 Companys reputation, expose it to the risks of litigation and liability or disrupt the Companys operations and may have a material adverse effect on the Companys business.
The Banks 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 issued a policy statement that
18
provides that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. It is possible, depending upon the financial condition of the Bank and other factors, that the FRB or Ohio Division of Financial Institutions, as the Banks 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 CSBs business, financial condition, results of operations or prospects.
The trading volume and price of the Companys common shares can be volatile.
The Companys common shares are very thinly traded and, therefore, susceptible to price swings. The Companys common shares are traded on the Over the Counter Bulletin Board under the symbol CSBB; however, the investment community does not actively follow the Companys common shares. Given the lower trading volume of the Companys common shares, significant sales of the Companys common shares, or the expectation of significant sales, could cause the Companys share price to fall.
Risks Relating to Economic and Market Conditions
Difficult market conditions and economic trends have adversely affected the financial services industry and the Companys business.
Dramatic declines in real estate value, along with high unemployment, have disrupted the national credit and capital markets since 2008. Although economic conditions have improved, certain sectors, such as real estate and manufacturing, remain weak and unemployment remains high. Local governments and many businesses are still in serious difficulty due to lower consumer spending and decreased liquidity in the credit markets.
Market conditions have also led to the failure and merger of a number of financial institutions. These failures, as well as projected future failures, have had a significant negative impact on the capitalization levels and on the Deposit Insurance Fund, which has led to a significant increase in deposit insurance premiums paid by financial institutions.
The Companys 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 Companys control may adversely affect asset quality, deposit levels and loan demand and, therefore, the Companys earnings. Because the Company has a significant amount of real estate loans, additional decreases in real estate values could adversely affect the value of property used as collateral and the Companys 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 Companys 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 Companys profitability and adversely affect its financial condition. The substantial majority of the Companys loans are to individuals and businesses located in Holmes, Tuscarawas, Wayne and Stark Counties in Ohio. Consequently, further significant declines in north central Ohio could have a material adverse effect on the Companys business, financial condition or results of operations.
Changes in interest rates could adversely affect income and financial condition.
The Companys 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 Companys control, and they fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies, in particular, the FRB. Changes in interest rates will influence the origination of loans, the purchase of investments and the level of prepayments on the Companys loans 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 Companys Asset Liability Committee (ALCO) meets periodically to monitor the Companys interest rate sensitivity position and oversee the Companys 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 Companys interest-earning assets could continue to reprice downward while the Companys interest-bearing liability rates, especially customer deposit rates, could remain at current levels. This would adversely impact the Companys net income and financial condition. During 2013, the Companys net interest margin and spread improved during a low interest rate environment, as cash was redeployed into loans and investments. For more information, see Item 7a. Quantitative and Qualitative Disclosures about Market Risk in this Annual Report on Form 10-K, which summarizes the Companys exposure to interest rate risk.
19
Risks Related to the Legal and Regulatory Environment
Legislative or regulatory changes or actions, or significant litigation, could adversely impact the Company or the businesses in which it is engaged.
The financial services industry is extensively regulated. The Company and its subsidiaries are subject to extensive 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 Companys shareholders. The impact of any 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 institutions 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 Companys 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 2013 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 our business activities, including lending, and our ability to expand, either organically or through acquisitions. In addition, the new liquidity standards could require us to increase our holdings of highly liquid short-term investments, thereby reducing our ability to invest in longer-term assets even if longer-term assets are more desirable from a balance sheet management perspective.
Increases in FDIC insurance premiums may have a material adverse effect on our earnings.
The FDIC maintains the Deposit Insurance Fund to resolve the cost of bank failures. In 2011, the FDIC approved a final rule that changed the deposit insurance assessment base and assessment rate schedule, adopted a new large-bank pricing assessment scheme and set a target size for the Deposit Insurance Fund. The rule, as mandated by the Dodd-Frank Act, finalized a target size for the Deposit Insurance Fund at 2% of insured deposits. The final rule went into effect beginning with the second quarter of 2011.
The Company has a limited ability to control the amount of premiums we are required to pay for FDIC insurance. If there are additional financial institution failures or other significant legislative or regulatory changes, the FDIC may be required to increase assessment rates or take actions similar to those taken during 2009. Increases in FDIC insurance assessment rates may materially adversely affect the Companys business, financial condition or results of operations.
The recently enacted Dodd-Frank Act may adversely impact the Companys business, financial condition or results of operations.
On July 21, 2010, the Dodd-Frank Act was signed into law. A detailed discussion regarding the Dodd-Frank Act can be found under the caption Dodd-Frank Act in Item 1 of this Annual Report on Form 10-K. The Dodd-Frank Act represents a comprehensive overhaul of the financial services industry within the U.S. There are a number of reform provisions that are likely to significantly impact the ways in which banks and bank holding companies do business.
Among the provisions already implemented that have or may have an effect on the Company are the following:
| the Consumer Financial Protection Bureau has been formed, which has broad powers to adopt and enforce consumer protection regulations; |
| the federal law prohibiting the payment of interest on commercial demand deposit accounts was eliminated effective July 21, 2011; |
| the standard maximum amount of deposit insurance per customer was permanently increased to $250,000; |
| the assessment base for determining deposit insurance premiums has been expanded from domestic deposits to average assets minus average tangible equity; |
| public companies in all industries are now required to provide stockholders the opportunity to cast a non-binding advisory vote on executive compensation; |
20
| the FRB has imposed on financial institutions with assets of $10 billion or more a cap on the debit card interchange fees the financial institutions may charge; although the cap is not applicable to the Bank, it may have an adverse effect on the Bank as the debit cards issued by the Bank and other smaller banks, which have higher interchange fees, may become less competitive; |
| new capital regulations for bank holding companies have been be adopted, which will impose stricter requirements once phased in, and trust preferred securities issued after May 19, 2010 will no longer constitute Tier I capital; and |
| new corporate governance requirements applicable generally to all public companies in all industries require new compensation practices and disclosure requirements, including requiring companies to claw back incentive compensation under certain circumstances, to consider the independence of compensation advisors and to make additional disclosures in proxy statements with respect to compensation matters. |
As many provisions of the Dodd-Frank Act have not yet been implemented and will require interpretation and rule making, the ultimate effect on the Company cannot yet be determined. However, the implementation of certain provisions have already increased compliance costs and the implementation of future provisions will likely increase both compliance costs and fees paid to regulators, along with possibly restricting the operations of the Company.
In December 2013, five federal agencies adopted a final regulation implementing the Volcker Rule provision of the Dodd-Frank Act (the Volcker Rule). The Volcker Rule places limits on the trading activity of insured depository institutions and entities affiliated with a depository institution, subject to certain exceptions. The trading activity includes a purchase or sale as principal of a security, derivative, commodity future or option on any such instrument in order to benefit from short-term price movements or to realize short-term profits. The Volcker Rule exempts specified U.S. Government, agency and/or municipal obligations, and it excepts trading conducted in certain capacities, including as a broker or other agent, through a deferred compensation or pension plan, as a fiduciary on behalf of customers, to satisfy a debt previously contracted, repurchase and securities lending agreements and risk-mitigating hedging activities.
The Volcker Rule also prohibits a banking entity from having an ownership interest in, or certain relationships with, a hedge fund or private equity fund, with a number of exceptions. The Company does not engage in any of the trading activities or have any ownership interest in or relationship with any of the types of funds regulated by the Volcker Rule.
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. Financial institutions like the Company and the Bank are facing a growing number of significant class actions, including those based on the manner of calculation of interest on loans and the assessment of overdraft fees. Future litigation could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The Companys 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 Companys insurance coverage, it could have a material adverse effect on the Companys 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.
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ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
The Bank operates sixteen banking centers as noted below:
Location |
Address |
Owned |
Leased | |||
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 | 305 West 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 managements opinion, are adequately insured.
ITEM 3. LEGAL PROCEEDINGS.
In the normal course of business, CSB is subject to pending and threatened legal actions, including claims for which material relief or damages sought are substantial. 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 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. None of the routine litigation in which CSB or the Bank is involved is expected to have a material adverse impact on the financial position or results of operations of CSB or the Bank.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Information contained in the section captioned Common Stock and Shareholder Information on page 22 of the Annual Report is incorporated herein by reference.
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 Companys common shares
22
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 2013.
PERFORMANCE GRAPH
The following graph compares the yearly stock change and the cumulative total shareholder return on CSBs Common Shares during the five-year period ended December 31, 2013, with the cumulative total return on the Standard and Poors 500 Stock Index and the NASDAQ Community Bank Stock Index. The comparison assumes $100 was invested on December 31, 2008 in CSBs Common Shares and in each of the indicated indices and assumes reinvestment of dividends.
2008 | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||||||
CSBB |
$ | 100 | $ | 107 | $ | 114 | $ | 128 | $ | 136 | $ | 157 | ||||||||||||
S & P 500 |
100 | 126 | 146 | 149 | 175 | 228 | ||||||||||||||||||
NASDAQ Bank |
100 | 81 | 90 | 84 | 99 | 140 |
ITEM 6. SELECTED FINANCIAL DATA.
Information contained in the section captioned Selected Financial Data on page 9 of the Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Information contained in the section captioned 2013 Financial Review on pages 8 through 22 of the Annual Report is incorporated herein by reference.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation Of Disclosure Controls And Procedures
With the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Companys 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 Companys disclosure controls and procedures were effective.
Managements Report on Internal Control over Financial Reporting
Managements 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 Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this filing.
Changes In Internal Control Over Financial Reporting
There have been no significant changes during the quarter ended December 31, 2013, in the Companys 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
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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 23, 2014 (the 2014 Annual Meeting) is incorporated herein by reference from the information to be included under the caption Proposal 1 Election of Directors in the Companys definitive proxy statement relating to the 2014 Annual Meeting to be filed with the SEC (2014 Proxy Statement). 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 2014 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 2014 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/invest_documents.asp. 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 Companys 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 Directors Nominees.
Information concerning the procedures by which shareholders may recommend nominees to the Companys Board of Directors is incorporated herein by reference from the information to be included under the caption Shareholder Nominations in the 2014 Proxy Statement. These procedures have not materially changed from those described in CSBs definitive proxy materials for the 2014 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 section Proposal One Election of Directors subsections Membership and Meetings of the Board and its Committees and Committees of the Board of Directors Audit Committee in the 2014 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the captions Discussion of Executive Compensation Programs and Executive Compensation and Other Information in the 2014 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 caption Compensation Committee Interlocks and Insider Participation in the 2014 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 caption The Compensation Committee Report in the 2014 Proxy Statement.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||||||||
(a) | (b) | (c ) | ||||||||||
Equity compensation plans approved by stockholders |
30,760 | $ | 17.90 | | ||||||||
Equity compensation plans not approved by stockholders |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total |
30,760 | $ | 17.90 | | ||||||||
|
|
|
|
|
|
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 caption Beneficial Ownership of Management and Certain Beneficial Owners in the 2014 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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 2013 Proxy Statement. There were no relationships where transactions exceeded $120,000 for the year ended December 31, 2013.
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 Proposal One Election of Directors subsection Membership and Meetings of the Board and its Committees in the 2014 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item 14 is incorporated herein by reference from the disclosure to be included under the captions Independent Registered Public Accounting Firm Fees and Audit Committee Procedures for Pre-Approval of Services by the Independent Public Accounting Firm in the 2014 Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)(1) Financial Statements
The Consolidated Financial Statements (and report thereon) listed below are incorporated by reference from CSB Bancorp, Inc.s 2013 Annual Report as noted:
Report of Independent Registered Public Accounting Firm (S.R. Snodgrass) pg. 24.
Consolidated Balance Sheets at December 31, 2013 and 2012pg. 25.
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011pg. 26.
26
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011pg. 27.
Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2013, 2012 and 2011pg. 27.
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011pgs. 28-29.
Notes to Consolidated Financial Statementspgs. 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:
Exhibit |
Description of Document | |
3.1 | Amended Articles of Incorporation of CSB Bancorp, Inc., (incorporated by reference to registrants 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 registrants 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 Registrants Form 10-SB). | |
3.2.1 | Amended Article VIII Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to registrants 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 Registrants Form 10-SB). | |
10 | Amended and Restated Separation Agreement and General Release between Rick L. Ginther and The Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrants Annual Report on Form 10-K filed on March 26, 2012, Exhibit 10, film number 12714232). | |
10.1 | CSB Bancorp, Inc. Share Incentive Plan (incorporated by reference to registrants Form DEF 14A filing, filed on March 18, 2005, Appendix A, film number 08696769). | |
10.2 | Employment Agreement between Paula Meiler and the Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrants Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.1, film number 13714485). | |
10.3 | Amendment to Employment Agreement between Paula Meiler and The Commercial & Savings Bank of Millersburg, Ohio (incorporated by reference to registrants Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.2, film number 13714485). | |
13 | CSB Bancorp, Inc. 2013 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 CSBs 2013 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 25, 2014 | 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 25, 2014.
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/ Ronald E. Holtman |
Director | |||
Ronald E. Holtman | ||||
/s/ J. Thomas Lang |
Director | |||
J. Thomas Lang | ||||
/s/ Daniel J. Miller |
Director | |||
Daniel J. Miller | ||||
/s/ Jeffery A. Robb, Sr. |
Director | |||
Jeffery A. Robb, Sr. | ||||
/s/ John R. Waltman |
Director | |||
John R. Waltman |
28
INDEX TO EXHIBITS
Exhibit |
Description of Document | |
3.1 | Amended Articles of Incorporation of CSB Bancorp, Inc., (incorporated by reference to registrants 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 registrants 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 registrants Form 10-SB). | |
3.2.1 | Amended Article VIII Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to registrants 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 registrants Form 10-SB). | |
10 | Amended and Restated Separation Agreement and General Release between Rick L. Ginther and The Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrants Annual Report on Form 10-K filed on March 26, 2012, Exhibit 10, film number 12714232). | |
10.1 | CSB Bancorp, Inc. Share Incentive Plan (incorporated by reference to registrants Form DEF 14A filing, filed on March 18, 2005, Appendix A, film number 08696769). | |
10.2 | Employment Agreement between Paula Meiler and the Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrants Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.1, film number 13714485). | |
10.3 | Amendment to Employment Agreement between Paula Meiler and The Commercial & Savings Bank of Millersburg, Ohio (incorporated by reference to registrants Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.2, film number 13714485). | |
13 | CSB Bancorp, Inc. 2013 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 CSBs 2013 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 13
Pictured on front cover: Brian Miller, ProVia; Robbie Keim, Keim Lumber; Judy Delaney, Goodwill Industries of Wayne and Holmes Counties
2013 Report to Shareholders | CSB Bancorp, Inc. 3
LETTER TO SHAREHOLDERS
FELLOW SHAREHOLDERS:
CSB continues to focus on providing excellent service to our customers, developing our employees, supporting our communities and increasing value for our shareholders.
2013 results were encouraging and continued the Companys growth and forward performance momentum. Net income increased to $5.2 million, eclipsing last years record high, while average total assets climbed to $581 million, the seventh consecutive year of record size for the Company.
Return on average shareholders equity amounted to 9.93% and return on average assets equaled 0.90%. Both of these numbers, while respectable, leave considerable room for improvement. We are intent on continuing the upward trend.
Credit quality within the Companys loan and investment portfolios remained solid during 2013. Net charge-offs totaled 0.09% of average loans for the second year in a row. Loans more than 30 days past due or on nonaccrual amounted to 1.26% of year-end balances. The Company has no significant concentrations within its commercial loan portfolio. At year-end, commercial real estate loans, both owner and non-owner occupied, comprised 34% of total loans, followed by commercial and industrial loans at 31% and residential loans at 29%. Construction and land development, and consumer installment loans, comprised the remainder of loan balances.
Average deposit balances increased for the seventh year in a row and reached a fifth consecutive record high. Our capital levels exceed all regulatory requirements.
CSB also continued to pay a strong dividend, with an average yield of 3.75% over the course of the year. Our annual dividend yield has amounted to at least 3.75% for each of the past seven years based on average published daily closing stock prices. Total return on CSB stock during 2013 amounted to 15.9% when including dividends with stock price appreciation.
GROWTH PLANS
We remain committed to steadily growing the Company. Growth provides scale to increase cash flow for needed investments in infrastructure and personnel, generates capital to move forward when opportunities arise and creates a venue for the continued professional development of staff.
We evaluate growth opportunities within the context of prudent risk management and their fit with our strategic plan. We believe our current market area offers considerable growth potential. Growing our existing customer relationships, attracting new customers and serving each customer very well is the daily focus of every CSB employee.
We are also open to select expansion opportunities. Over the past seven years, the Company has acquired one bank, opened two new branches and purchased two additional branches. We continue to evaluate similar opportunities through the lens of what makes good business sense.
THE BANKING ENVIRONMENT
In our view, the new normal for banking includes interest margins that are lower than historic average, pervasive regulatory guidance, disruptive innovation by less-regulated entities, and a general preference among many customers for digital services. The contributing factors to this outlook are myriad and some are complex, but a few are unmistakably noteworthy.
The plodding economic recovery and sustained low interest rate environment continues to tamp down fundamental momentum for banking, as well as many other industries. However, there are clear signs of slow and steady improvement in the housing market, employment, household financial conditions and consumer spending, both nationally and in our local markets. The banking industry also has been regaining its health from a safety and soundness perspective and making progress toward more normalized earnings.
Congress inability to meaningfully address our nations most vexing fiscal problems portends more significant difficulties down the road. The gridlock is currently having a negative impact on the nations gross domestic product and may ultimately have adverse implications for individuals, corporations and communities alike. We do not anticipate that any significant economic legislation will be signed into law during the coming mid-term election year.
Resource intensive regulatory initiatives, technology initiatives, emerging payment system alternatives and threats to data integrity are increasing rapidly and adding to the challenging banking environment. These developments will be present for some time to come and the pace of change is not likely to slow in the foreseeable future.
4 2013 Report to Shareholders | CSB Bancorp, Inc.
LETTER TO SHAREHOLDERS
Many of the above factors are creating, individually or in concert with other factors, uncertainties for banks. These uncertainties are piling on top of existing incursions by nonbanks into traditional banking services such as lending and deposit-like services. Fundamentally, the overall challenge for banks will be to remain relevant in some of the aspects of the monetary system that have historically been the domain of the banking industry.
We are not waiting for more stable conditions to emerge. We are developing the capabilities and talent required for thriving in an environment of continuous change and innovation. We will continue keeping a sharp eye on costs and designing efficiencies. This will allow us to maximize the use of funds and talent for needed priorities. We are aligning our efforts in further development of delivery channels and organizing our teams in a manner that promotes agile response to opportunities at hand. We are investing for the future, positioning the Company for tomorrows requirements and opportunities as we grow and prepare for further growth.
INFRASTRUCTURE
In last years report, we outlined an ambitious list of technology upgrades and projects we were undertaking to further enhance our ability to serve customers effectively and efficiently. We are happy to report that we successfully completed deployment of a company-wide mortgage loan origination system, company-wide automated phone system, core computer processing system and an excellent mobile banking application. In addition, weve made considerable progress with our multi-year electronic document management initiative and are presently completing projects to upgrade all ATMs, install a company-wide commercial loan origination process and enhance debit card transaction capabilities. All of these initiatives are aimed squarely at supporting our commitment to provide excellent products and services safely, effectively and efficiently to our customers.
2013 Report to Shareholders | CSB Bancorp, Inc. 5
6 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 Report to Shareholders | CSB Bancorp, Inc. 7
2013 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 bank holding company. The Companys wholly-owned subsidiaries are The Commercial and Savings Bank (the Bank) and CSB Investment Services, LLC, inactive. 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.
The Companys market area has historically exhibited relatively stable economic conditions; however, economic activity declined in the latter half of 2008 and the subsequent recovery continues at a slow pace. Unemployment levels in Holmes County have generally been among the lowest in the State of Ohio, while the balance of the Companys market area reported unemployment levels below the state average for 2013 and 2012. Residential real estate property values have also returned to close to more normalized valuations. Household debt peaked in 2007 and has fallen as consumers were leery of taking on new loans; however, spending on durable goods, such as autos has begun to return to within the normal range. The Federal Reserve Bank of Cleveland has reported that a lot of Ohios growth activity in industrial production is coming from oil and shale. The Companys market is adjacent to areas of primary shale activity.
FORWARD-LOOKING STATEMENTS
Certain statements contained in Managements 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, and actual results may differ materially from those in forward-looking statements because of various risk factors as discussed in this annual report and the Companys 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 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 FINANCIAL REVIEW
SELECTED FINANCIAL DATA
The following table sets forth certain selected consolidated financial information:
(Dollars in thousands) |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Statements of income: |
||||||||||||||||||||
Total interest income |
$ | 21,138 | $ | 20,584 | $ | 20,018 | $ | 20,390 | $ | 22,105 | ||||||||||
Total interest expense |
2,255 | 2,978 | 3,678 | 4,820 | 6,340 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income |
18,883 | 17,606 | 16,340 | 15,570 | 15,765 | |||||||||||||||
Provision for loan losses |
840 | 823 | 950 | 1,235 | 1,337 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income after provision for loan losses |
18,043 | 16,783 | 15,390 | 14,335 | 14,428 | |||||||||||||||
Noninterest income |
4,318 | 4,204 | 3,508 | 3,275 | 3,243 | |||||||||||||||
Noninterest expense |
14,848 | 14,450 | 13,609 | 12,546 | 12,746 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
7,513 | 6,537 | 5,289 | 5,064 | 4,925 | |||||||||||||||
Income tax provision |
2,273 | 1,990 | 1,602 | 1,568 | 1,534 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
$ | 5,240 | $ | 4,547 | $ | 3,687 | $ | 3,496 | $ | 3,391 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Per share of common stock: |
||||||||||||||||||||
Basic income per share |
$ | 1.91 | $ | 1.66 | $ | 1.35 | $ | 1.28 | $ | 1.24 | ||||||||||
Diluted income per share |
1.91 | 1.66 | 1.35 | 1.28 | 1.24 | |||||||||||||||
Dividends |
0.72 | 0.72 | 0.72 | 0.72 | 0.72 | |||||||||||||||
Book value |
19.15 | 19.17 | 18.07 | 17.24 | 16.76 | |||||||||||||||
Average basic common shares outstanding |
2,736,473 | 2,734,889 | 2,734,799 | 2,734,799 | 2,734,799 | |||||||||||||||
Average diluted common shares outstanding |
2,738,477 | 2,735,141 | 2,734,838 | 2,734,799 | 2,734,799 | |||||||||||||||
Year-end balances: |
||||||||||||||||||||
Loans, net |
$ | 374,040 | $ | 360,000 | $ | 320,100 | $ | 311,616 | $ | 309,423 | ||||||||||
Securities |
151,535 | 134,754 | 128,489 | 80,667 | 80,621 | |||||||||||||||
Total assets |
596,465 | 586,900 | 551,233 | 457,056 | 450,666 | |||||||||||||||
Deposits |
480,933 | 475,443 | 443,553 | 353,491 | 329,486 | |||||||||||||||
Borrowings |
61,130 | 56,664 | 56,234 | 54,927 | 73,774 | |||||||||||||||
Shareholders equity |
52,411 | 52,453 | 49,429 | 47,154 | 45,822 | |||||||||||||||
Average balances: |
||||||||||||||||||||
Loans, net |
$ | 369,889 | $ | 338,441 | $ | 314,670 | $ | 309,121 | $ | 313,726 | ||||||||||
Securities |
138,976 | 132,567 | 93,851 | 77,967 | 75,597 | |||||||||||||||
Total assets |
581,150 | 564,875 | 471,329 | 445,649 | 427,613 | |||||||||||||||
Deposits |
468,395 | 453,526 | 367,865 | 334,073 | 304,902 | |||||||||||||||
Borrowings |
57,882 | 57,735 | 52,717 | 62,951 | 75,734 | |||||||||||||||
Shareholders equity |
52,787 | 51,384 | 48,674 | 47,081 | 45,184 | |||||||||||||||
Select ratios: |
||||||||||||||||||||
Net interest margin, tax equivalent basis |
3.51 | % | 3.36 | % | 3.71 | % | 3.73 | % | 3.93 | % | ||||||||||
Return on average total assets |
0.90 | 0.80 | 0.78 | 0.78 | 0.79 | |||||||||||||||
Return on average shareholders equity |
9.93 | 8.85 | 7.57 | 7.43 | 7.51 | |||||||||||||||
Average shareholders equity as a percent of average total assets |
9.08 | 9.10 | 10.33 | 10.56 | 10.57 | |||||||||||||||
Net loan charge-offs as a percent of average loans |
0.09 | 0.09 | 0.28 | 0.40 | 0.21 | |||||||||||||||
Allowance for loan losses as a percent of loans at year-end |
1.34 | 1.26 | 1.26 | 1.28 | 1.29 | |||||||||||||||
Shareholders equity as a percent of total year-end assets |
8.79 | 8.94 | 8.97 | 10.32 | 10.17 | |||||||||||||||
Dividend payout ratio |
37.60 | 43.30 | 53.40 | 56.32 | 58.06 |
2013 Report to Shareholders | CSB Bancorp, Inc. 9
2013 FINANCIAL REVIEW
RESULTS OF OPERATIONS
Net Income
CSBs 2013 net income was $5.2 million compared to $4.5 million for 2012, representing an increase of 15%. Basic and diluted earnings per share were $1.91, also up 15% from the prior year. The increased net income improved the return on average assets to 0.90% in 2013 from 0.80% in 2012 and return on average equity rose to 9.93% in 2013 from 8.85% in 2012.
Net income for 2012 was $4.5 million while basic and diluted earnings per share were $1.66, as compared to $3.7 million or $1.35 per share, for the year ended December 31, 2011. Net income increased 23% during 2012 as compared to 2011, due primarily to a $1.3 million increase in total net interest income and a $696 thousand increase in noninterest income. Partially offsetting the higher revenue were increases in noninterest expenses and federal income taxes. Return on average assets was 0.80% in 2012 compared to 0.78% in 2011, and return on average shareholders equity was 8.85% in 2012 as compared to 7.57% in 2011.
Net Interest Income
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
Net interest income |
$ | 18,883 | $ | 17,606 | $ | 16,340 | ||||||
Taxable equivalent1 |
307 | 290 | 256 | |||||||||
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|
|
|
|||||||
Net interest income, fully taxable equivalent |
$ | 19,190 | $ | 17,896 | $ | 16,596 | ||||||
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|
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Net interest yield |
3.46 | % | 3.31 | % | 3.65 | % | ||||||
Taxable equivalent adjustment1 |
0.05 | 0.05 | 0.06 | |||||||||
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|
|
|
|
|||||||
Net interest yield-taxable equivalent |
3.51 | % | 3.36 | % | 3.71 | % | ||||||
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|
|
|
|
|
1 | Taxable equivalent adjustments have been computed assuming a 34% tax rate. |
Net interest income is the largest source of the Companys revenue and consists of the difference between interest income generated on earning assets and interest expense incurred on liabilities (deposits and short-term and long-term borrowings). Volumes, interest rates and composition of interest-earning assets and interest-bearing liabilities affect net interest income.
Net interest income increased $1.3 million or 7% in 2013 compared to 2012, partially due to a 3% increase in average earning assets, and a favorable mix trend of increased average loan balances and decreased cash balances. Additionally, the net interest margin increased to 3.51%, from 3.36% last year. The margin improvement was primarily due to lower funding costs resulting from a 3% increase in total average deposits, with average balance increases in lower cost demand, savings and maturing time deposits repricing at lower rates. Accretion of purchase accounting adjustments for loans, time deposits and borrowings acquired also improved the net interest margin by 5 basis points during 2013 and 2 basis points in 2012.
Interest income increased $554 thousand or 3% in 2013 compared to 2012 due to the $32 million increase in average loan balances, partially offset by lower yields. Rates decreased on all significant earning asset categories from reduced rates on new and repriced assets due to lending competition and the lower interest rate environment. Repricing of loans and lower rates to quality borrowers caused a decline in loan yields of 26 basis points in 2013 as compared to 2012. The increase in average loan volume helped mitigate the low interest rate environment. In 2013, average loan balances to average gross earning assets rose to 69%, compared to 64% in 2012. Securities yields continued to decline in 2013 with new and reinvestment cash flows being deployed at lower rates.
Interest income increased $566 thousand in 2012 as compared to 2011. The increase was primarily due to an increase of $85 million in average earning assets. The interest rate yield on average assets declined 61 basis points during 2012 as compared to 2011.
Interest expense decreased $723 thousand or 24% in 2013 as compared to 2012 due to decreases in the cost of all categories of interest bearing liabilities and a continued shift in the liability mix towards less expensive non-interest bearing demand deposits and savings accounts. Total average time deposits continue to decline with an emphasis on growing customers with multiple banking relationships, as opposed to single service time deposit customers.
Interest expense decreased $700 thousand, or 19%, for 2012 as compared to 2011, due to continued declines in average rates paid for interest bearing liabilities, from 1.05% in 2011 to 0.71% in 2012. Interest expense on deposits declined $541 thousand, even though average interest-bearing deposit balances increased by $65 million, or 22% in 2012 as compared to 2011. Interest expense on borrowed funds decreased by $159 thousand due to principal reductions and maturities of Federal Home Loan Bank (FHLB) advances, and lower interest rates remaining on outstanding borrowings.
10 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 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 | ||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||||
Average | Average | Average | Average | Average | Average | |||||||||||||||||||||||||||||||
(Dollars in thousands) |
Balance1 | Interest | Rate2 | Balance1 | Interest | Rate2 | Balance1 | Interest | Rate2 | |||||||||||||||||||||||||||
Interest-earning assets |
||||||||||||||||||||||||||||||||||||
Federal funds sold |
$ | 188 | $ | 0 | 0.16 | % | $ | 148 | $ | 0 | 0.12 | % | $ | 92 | $ | 0 | 0.04 | % | ||||||||||||||||||
Interest-earning deposits |
32,127 | 90 | 0.28 | 56,422 | 147 | 0.26 | 34,205 | 82 | 0.24 | |||||||||||||||||||||||||||
Securities: |
||||||||||||||||||||||||||||||||||||
Taxable |
122,314 | 2,572 | 2.10 | 118,867 | 2,672 | 2.25 | 81,341 | 2,538 | 3.12 | |||||||||||||||||||||||||||
Tax exempt |
16,662 | 513 | 3.08 | 13,700 | 486 | 3.55 | 12,510 | 421 | 3.37 | |||||||||||||||||||||||||||
Loans3 |
374,821 | 17,963 | 4.79 | 342,868 | 17,279 | 5.05 | 318,781 | 16,977 | 5.33 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total interest-earning assets |
546,112 | 21,138 | 3.87 | % | 532,005 | 20,584 | 3.87 | % | 446,929 | 20,018 | 4.48 | % | ||||||||||||||||||||||||
Noninterest-earning assets |
||||||||||||||||||||||||||||||||||||
Cash and due from banks |
12,911 | 12,399 | 11,094 | |||||||||||||||||||||||||||||||||
Bank premises and equipment, net |
9,222 | 8,630 | 8,040 | |||||||||||||||||||||||||||||||||
Other assets |
17,837 | 16,268 | 9,377 | |||||||||||||||||||||||||||||||||
Allowance for loan losses |
(4,932 | ) | (4,427 | ) | (4,111 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Total assets |
$ | 581,150 | $ | 564,875 | $ | 471,329 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
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Interest-bearing liabilities |
||||||||||||||||||||||||||||||||||||
Demand deposits |
$ | 70,648 | 42 | 0.06 | % | $ | 63,346 | 50 | 0.08 | % | $ | 53,896 | 44 | 0.08 | % | |||||||||||||||||||||
Savings deposits |
141,638 | 144 | 0.10 | 135,035 | 230 | 0.17 | 91,232 | 228 | 0.25 | |||||||||||||||||||||||||||
Time deposits |
149,340 | 1,534 | 1.03 | 163,997 | 2,043 | 1.25 | 152,194 | 2,592 | 1.70 | |||||||||||||||||||||||||||
Borrowed funds |
57,882 | 535 | 0.92 | 57,735 | 655 | 1.13 | 52,717 | 814 | 1.54 | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total interest-bearing liabilities |
419,508 | 2,255 | 0.54 | % | 420,113 | 2,978 | 0.71 | % | 350,039 | 3,678 | 1.05 | % | ||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
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Noninterest-bearing liabilities and shareholders equity |
||||||||||||||||||||||||||||||||||||
Demand deposits |
106,769 | 91,148 | 70,543 | |||||||||||||||||||||||||||||||||
Other liabilities |
2,086 | 2,230 | 2,073 | |||||||||||||||||||||||||||||||||
Shareholders equity |
52,787 | 51,384 | 48,674 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Total liabilities and equity |
$ | 581,150 | $ | 564,875 | $ | 471,329 | ||||||||||||||||||||||||||||||
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Net interest income |
$ | 18,883 | $ | 17,606 | $ | 16,340 | ||||||||||||||||||||||||||||||
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Net interest margin |
3.46 | % | 3.31 | % | 3.65 | % | ||||||||||||||||||||||||||||||
Net interest spread |
3.33 | % | 3.16 | % | 3.43 | % |
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. |
2013 Report to Shareholders | CSB Bancorp, Inc. 11
2013 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 OF CHANGES | ||||||||||||||||||||||||
IN INCOME AND EXPENSE1 | ||||||||||||||||||||||||
2013 v. 2012 | 2012 v. 2011 | |||||||||||||||||||||||
Net Increase | Net Increase | |||||||||||||||||||||||
(Dollars in thousands) |
(Decrease) | Volume | Rate | (Decrease) | Volume | Rate | ||||||||||||||||||
Increase (decrease) in interest income: |
||||||||||||||||||||||||
Interest-earning deposits |
$ | (57 | ) | $ | (68 | ) | $ | 11 | $ | 65 | $ | 58 | $ | 7 | ||||||||||
Securities: |
||||||||||||||||||||||||
Taxable |
(100 | ) | 72 | (172 | ) | 134 | 845 | (711 | ) | |||||||||||||||
Tax exempt |
27 | 91 | (64 | ) | 65 | 42 | 23 | |||||||||||||||||
Loans |
684 | 1,531 | (847 | ) | 302 | 1,216 | (914 | ) | ||||||||||||||||
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Total interest income change |
554 | 1,626 | (1,072 | ) | 566 | 2,161 | (1,595 | ) | ||||||||||||||||
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Increase (decrease) in interest expense: |
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Demand deposits |
(8 | ) | 4 | (12 | ) | 6 | 8 | (2 | ) | |||||||||||||||
Savings deposits |
(86 | ) | 7 | (93 | ) | 2 | 75 | (73 | ) | |||||||||||||||
Time deposits |
(509 | ) | (151 | ) | (358 | ) | (549 | ) | 147 | (696 | ) | |||||||||||||
Other borrowed funds |
(120 | ) | 1 | (121 | ) | (159 | ) | 57 | (216 | ) | ||||||||||||||
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Total interest expense change |
(723 | ) | (139 | ) | (584 | ) | (700 | ) | 287 | (987 | ) | |||||||||||||
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Net interest income |
$ | 1,277 | $ | 1,765 | $ | (488 | ) | $ | 1,266 | $ | 1,874 | $ | (608 | ) | ||||||||||
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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 $840 thousand in 2013, $823 thousand for 2012 and $950 thousand for 2011. Lower provision expense in 2013 and 2012 reflects improving economic conditions which have led to a decrease in charge-offs and nonperforming loans. See Financial Condition Allowance for Loan Losses below for additional discussion and information relative to the provision for loan losses.
Noninterest Income
YEAR ENDED DECEMBER 31 | ||||||||||||||||||||||||||||
Change from 2012 | Change from 2011 | |||||||||||||||||||||||||||
(Dollars in thousands) |
2013 | Amount | % | 2012 | Amount | % | 2011 | |||||||||||||||||||||
Service charges on deposit accounts |
$ | 1,349 | $ | 44 | 3.4 | % | $ | 1,305 | $ | 171 | 15.1 | % | $ | 1,134 | ||||||||||||||
Trust services |
826 | 155 | 23.1 | 671 | (6 | ) | (0.9 | ) | 677 | |||||||||||||||||||
Debit card interchange fees |
779 | (18 | ) | (2.3 | ) | 797 | 166 | 26.3 | 631 | |||||||||||||||||||
Securities gains |
159 | 159 | 100.0 | | (237 | ) | (100.0 | ) | 237 | |||||||||||||||||||
Gain on sale of loans, including MSRs |
347 | (244 | ) | (41.3 | ) | 591 | 372 | 169.9 | 219 | |||||||||||||||||||
Other |
858 | 18 | 2.1 | 840 | 230 | 37.7 | 610 | |||||||||||||||||||||
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Total noninterest income |
$ | 4,318 | $ | 114 | 2.7 | % | $ | 4,204 | $ | 696 | 19.8 | % | $ | 3,508 | ||||||||||||||
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12 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 FINANCIAL REVIEW
Noninterest income increased $114 thousand, or 3% in 2013 compared to the same period in 2012. Trust and brokerage fees increased 23% as assets under management increased from overall market improvements and customer development initiatives. The average market value of trust assets under management in 2013 was $86 million as compared to $76 million in 2012. Brokerage fees increased $86 thousand in 2013 as customers returned to stock and annuity investments to increase their returns. Service charges on deposits which are primarily customer overdraft fees, increased 3% in 2013 due to growth in deposits. Net gains on sales of mortgage loans including mortgage servicing rights (MSRs) decreased 41% due to a significant slowdown in mortgage refinance activity during 2013. The Bank originated and sold $12 million in mortgage loans in 2013 as compared to the sale of $20 million of loans in 2012. With historical low interest rates during the first half of 2013, available-for-sale securities with gains of $159 thousand were sold as net loan demand increased.
Noninterest income increased $696 thousand, or 20% for 2012 as compared to 2011. Service charges on deposits increased $171 thousand and debit card interchange fees increased $166 thousand in 2012 as compared to 2011, reflecting the increase in accounts following the fourth quarter 2011 Wooster branch acquisition. Trust services income decreased in 2012 as brokerage fees declined $36 thousand, or 20%, and trust revenue increased $30 thousand, or 6%. The average market value of trust assets under management during 2012 and 2011 was $76 million and $68 million, respectively. Gain on sale of loans increased in 2012 from 2011 due to volume increases in 1-4 family residential mortgages sold into the secondary market, reflecting a consumer refinancing wave due to historically low mortgage rates. There were no securities sold in 2012. Other income increased $230 thousand in 2012 over 2011 primarily from increases in cash surrender value of bank-owned life insurance of $124 thousand following an additional $5 million purchase of bank-owned life insurance during first quarter 2012, an increase of $28 thousand in all other credit card fee income and an increase of $10 thousand in noncustomer ATM usage fees in 2012 over 2011.
Noninterest Expenses
YEAR ENDED DECEMBER 31 |
||||||||||||||||||||||||||||
Change from 2012 | Change from 2011 | |||||||||||||||||||||||||||
(Dollars in thousands) |
2013 | Amount | % | 2012 | Amount | % | 2011 | |||||||||||||||||||||
Salaries and employee benefits |
$ | 8,261 | $ | 301 | 3.8 | % | $ | 7,960 | $ | 501 | 6.7 | % | $ | 7,459 | ||||||||||||||
Occupancy expense |
1,026 | 1 | 0.1 | 1,025 | 135 | 15.2 | 890 | |||||||||||||||||||||
Equipment expense |
719 | 101 | 16.3 | 618 | 94 | 17.9 | 524 | |||||||||||||||||||||
Professional and director fees |
628 | (186 | ) | (22.9 | ) | 814 | 101 | 14.2 | 713 | |||||||||||||||||||
Franchise tax expense |
581 | 39 | 7.2 | 542 | (8 | ) | (1.5 | ) | 550 | |||||||||||||||||||
Marketing and public relations |
395 | 3 | 0.8 | 392 | 72 | 22.5 | 320 | |||||||||||||||||||||
Software expense |
530 | 139 | 35.5 | 391 | 18 | 4.8 | 373 | |||||||||||||||||||||
Debit card expense |
268 | (36 | ) | (11.8 | ) | 304 | 51 | 20.2 | 253 | |||||||||||||||||||
Amortization of intangible assets |
135 | (5 | ) | (3.6 | ) | 140 | 62 | 79.5 | 78 | |||||||||||||||||||
FDIC insurance |
359 | 31 | 9.5 | 328 | (24 | ) | (6.8 | ) | 352 | |||||||||||||||||||
Branch acquisition expense |
| (8 | ) | (100.0 | ) | 8 | (329 | ) | (97.6 | ) | 337 | |||||||||||||||||
Other real estate expenses |
9 | (24 | ) | N.M. | 33 | 58 | N.M. | (25 | ) | |||||||||||||||||||
Other |
1,937 | 42 | 2.2 | 1,895 | 110 | 6.2 | 1,785 | |||||||||||||||||||||
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Total noninterest expenses |
$ | 14,848 | $ | 398 | 2.8 | % | $ | 14,450 | $ | 841 | 6.2 | % | $ | 13,609 | ||||||||||||||
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N.M., not a meaningful value
Noninterest expense increased $398 thousand, or 3% in 2013 as compared to 2012. Salaries and employee benefits increased $301 thousand due to annual adjustments to compensation of $211 thousand and benefit increases of $90 thousand due to higher payroll taxes and retirement benefits. Software expense rose $139 thousand in 2013 due to the acquisition of new core processing and loan documentation software. Equipment expense increased $101 thousand in 2013 as compared to 2012 with the acquisition of a new core processor, new telephone system and new ATMs in the branch network. Franchise tax expense increased $39 thousand in 2013 to $581 thousand but is expected to decrease to under $450 thousand in 2014 with the new Ohio Financial Institutions Tax.
Noninterest expense increased $841 thousand, or 6% in 2012 as compared to 2011. Salaries and employee benefits increased $449 thousand due to a full year increase in personnel costs of the acquired branches and annual adjustments to compensation with employee benefits expense increasing $52 thousand from increased health insurance and retirement benefit costs. Occupancy expense increased $135 thousand and equipment expense increased $94 thousand as both expenses reflected the increase in the number of branches for a full year in
2013 Report to Shareholders | CSB Bancorp, Inc. 13
2013 FINANCIAL REVIEW
2012 as compared to 2011. Professional and director fees increased $101 thousand reflecting employment search fees for the Chief Operating Officer and commercial lending positions as well as fees spent to review the Companys computer operating system. FDIC deposit insurance expense decreased $24 thousand in 2012 as compared to 2011 due to a prior year change in the calculation which resulted in a decreased rate for a full year in 2012 as compared to a partial year in 2011. Other expenses increased $110 thousand primarily due to the cost of running a larger institution.
Income Taxes
The provision for income taxes amounted to $2.3 million in 2013, $2.0 million in 2012 and $1.6 million in 2011, an effective rate of 30.3% in 2013, 30.4% in 2012 and 30.3% in 2011. The decrease in the effective tax rate during 2013 as compared to 2012 is due primarily to increased tax exempt income on securities and loans.
FINANCIAL CONDITION
Total assets of the Company were $597 million at December 31, 2013, compared to $587 million at December 31, 2012, representing an increase of $10 million, or 2%. Net loans increased $14 million, or 4%, while investment securities increased $17 million, or 13% and interest-earning deposits with other banks decreased $19 million. Deposits increased $6 million, or 1%, while other borrowings from the FHLB decreased by $213 thousand, or 2%.
Securities
Total investment securities increased $17 million, or 13% to $152 million at year-end 2013. CSBs portfolio is primarily comprised of agency mortgage-backed securities, other government agencies debt, and obligations of state and political subdivisions. Restricted securities consist primarily of FHLB stock. During 2013, increases occurred in government agency debt, mortgage-backed securities, and corporate bonds.
The Company has no exposure to government-sponsored enterprise preferred stocks, collateralized debt obligations or trust preferred securities. The Companys municipal bond portfolio consists of both taxable and tax-exempt general obligation and revenue bonds. As of December 31, 2013, $13.7 million, or 83%, held an S&P or Moodys investment grade rating and $2.8 million or 17% were non-rated. The municipal portfolio includes a broad spectrum of counties, towns, universities and school districts in Ohio. Total gross unrealized security losses within the portfolio were 1.5% of total available-for-sale securities at December 31, 2013, reflecting interest rate fluctuations, not credit downgrades.
During the third quarter 2013, the Company reclassified $39 million of U.S. Agency and U.S. Agency collateralized mortgage-backed obligations from available-for-sale to held-to-maturity. The Company considers the held-to-maturity classification to be more appropriate in a rising interest rate environment as other comprehensive income is no longer negatively impacted by the decline in value on specific bonds. The Company has the ability and the intent to hold the longer-term Agency debt securities and the mortgage-backed securities to maturity. On the date of transfer, the $1.9 million gross unrealized loss became a discount to the carrying value of the bonds while the net of tax unrealized loss remained in shareholders equity in other comprehensive income. The effect on interest income of the accretion of the discount on the bonds is basically offset by the amortization of the other comprehensive loss over the life of the bonds.
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 satisfy the Companys liquidity needs and asset/liability management requirements.
Loans
Total loans increased $15 million, or 4% during 2013. Volume increases were recognized in commercial and commercial real estate loans of $23 million, or 10%, and residential real estate loans of $1 million, or 1%. Construction loans saw a decline of $10 million, or 42% as projects were completed and converted to permanent financing. During 2012 the Company added two seasoned commercial lenders in its newly expanded markets and combined with low interest rates and business expansion, increases in commercial and commercial real estate loans continued in 2013.
As investment spreads tightened in the mortgage-backed securities market, the Company developed marketing campaigns for fifteen year, lower fee, fixed-rate, owner occupied loans which drove the $1 million increase in residential real estate loans. Attractive interest rates in the secondary market continued to drive consumer demand for longer-term 1-4 family fixed rate residential mortgages during 2013 and the Company sold $12 million of originated mortgages into the secondary market as compared to $20 million in 2012. This demand for low fixed-rate mortgages included some refinancing of the Companys in-house mortgage portfolio. Demand for home equity loans flattened in 2013, with balances decreasing $107 thousand. Installment lending improved slightly with consumer loans increasing 3% on a year over year basis to $6.7 million at December 31, 2013.
14 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 FINANCIAL REVIEW
Management anticipates the Companys 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 65% and 61% of the total loan portfolio at year-end 2013 and 2012. Residential real estate loans decreased from 30% to approximately 29% between December 31, 2012 and December 31, 2013. Construction and land development loans decreased from 6% to 4% of the total portfolio between 2012 and 2013. 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 Companys 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, 2013 included $27 million, or 7% of total loans to lessors of non-residential buildings or dwellings; $19 million, or 5% of total loans to lessors of residential real estate; $17 million, or 4.5% of total loans to logging, sawmills and timber tract operations and $14 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, and repayment is expected from operational cash flow. Credit evaluation is based on an evaluation of cash flow coverage of principal and interest payments and the adequacy of the collateral received.
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) |
2013 | 2012 | ||||||
Nonaccrual loans: |
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Commercial |
$ | 84 | $ | 483 | ||||
Commercial real estate |
1,108 | 1,745 | ||||||
Residential real estate |
1,042 | 805 | ||||||
Construction & land development |
| 173 | ||||||
Loans past due 90 days and still accruing: |
||||||||
Commercial |
| | ||||||
Commercial real estate |
40 | | ||||||
Residential real estate |
46 | 131 | ||||||
Construction & land development |
950 | | ||||||
Total nonperforming loans |
3,270 | 3,337 | ||||||
Other real estate owned |
| 25 | ||||||
Total nonperforming assets |
$ | 3,270 | $ | 3,362 | ||||
Nonperforming assets as a percentage of loans plus other real estate |
0.86 | % | 0.92 | % |
Allowance for Loan Losses
The allowance for loan losses is maintained at a level considered 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 Companys 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 Companys 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.
2013 Report to Shareholders | CSB Bancorp, Inc. 15
2013 FINANCIAL REVIEW
ALLOWANCE FOR LOAN LOSSES
FOR THE YEAR ENDED | ||||||||
(Dollars in thousands) |
2013 | 2012 | ||||||
Beginning balance of allowance for loan losses |
$ | 4,580 | $ | 4,082 | ||||
Provision for loan losses |
840 | 823 | ||||||
Charge-offs: |
||||||||
Commercial |
149 | 29 | ||||||
Commercial real estate |
108 | 283 | ||||||
Residential real estate & home equity |
82 | 106 | ||||||
Construction & land development |
| | ||||||
Consumer |
48 | 39 | ||||||
Deposit accounts |
35 | 50 | ||||||
Credit cards |
6 | | ||||||
Total charge-offs |
428 | 507 | ||||||
Recoveries: |
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Commercial |
15 | 16 | ||||||
Commercial real estate |
| | ||||||
Residential real estate & home equity |
18 | 102 | ||||||
Construction & land development |
| | ||||||
Consumer |
50 | 44 | ||||||
Deposit accounts |
10 | 20 | ||||||
Credit cards |
| | ||||||
Total recoveries |
93 | 182 | ||||||
Net charge-offs |
335 | 325 | ||||||
Ending balance of allowance for loan losses |
$ | 5,085 | $ | 4,580 | ||||
Net charge-offs as a percentage of average total loans |
0.09 | % | 0.09 | % | ||||
Allowance for loan losses as a percentage of total loans |
1.34 | 1.26 | ||||||
Allowance for loan losses to total nonperforming loans |
1.56 | x | 1.37 | x | ||||
Components of the allowance for loan losses: |
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General reserves |
$ | 4,301 | $ | 3,801 | ||||
Specific reserve allocations |
784 | 779 | ||||||
Total allowance for loan losses |
$ | 5,085 | $ | 4,580 |
The allowance for loan losses totaled $5.1 million, or 1.34%, of total loans at year-end 2013 as compared to $4.6 million, or 1.26% of total loans at year-end 2012. Net charge-offs for 2013 totaled $335 thousand as compared to net charge-offs of $325 thousand in 2012.
The Company maintains an internal watch list on which it places loans where managements analysis of the borrowers operating results and financial condition indicates that the borrowers 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 $3.3 million, or 0.9% of loans at year-end 2013 as compared to $3.3 million, or 0.9% of loans at year-end 2012. Impaired loans were $10.7 million at year-end 2013 as compared to $10.2 million at year-end 2012. Impaired loans as a percentage of total loans remained stable from 2012 to 2013 and reflect economic stabilization in the Companys market area with decreasing unemployment levels. Management has assigned loss allocations to absorb the estimated losses on these impaired loans, and these allocations are included in the total allowance for loan losses balance.
16 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 FINANCIAL REVIEW
Other Assets
Net premises and equipment increased $215 thousand to $8.7 million at year-end 2013 primarily as the purchase of equipment and furniture in 2013 exceeded depreciation expense. There was no other real estate owned at December 31, 2013 compared to $25 thousand owned at December 31, 2012. Bank-owned life insurance of $1 million was purchased on the life of a senior management member during 2013. At December 31, 2013 the Company recognized a net deferred tax asset of $1.2 million as compared to a net deferred tax liability of $476 thousand at December 31, 2012. The change in the Companys net deferred tax position resulted primarily from the increase in the net deferred asset related to the unrealized loss on securities available-for-sale.
Deposits
The Companys 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 2013, 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 2012 | |||||||||||||||
(Dollars in thousands) |
2013 | 2012 | Amount | % | ||||||||||||
Noninterest-bearing demand |
$ | 120,325 | $ | 104,147 | $ | 16,178 | 15.5 | % | ||||||||
Interest-bearing demand |
76,327 | 74,429 | 1,898 | 2.6 | ||||||||||||
Traditional savings |
76,630 | 67,957 | 8,673 | 12.8 | ||||||||||||
Money market savings |
73,307 | 70,837 | 2,470 | 3.5 | ||||||||||||
Time deposits in excess of $100,000 |
42,562 | 54,163 | (11,601 | ) | (21.4 | ) | ||||||||||
Other time deposits |
91,782 | 103,910 | (12,128) | (11.7) | ||||||||||||
Total deposits |
$ | 480,933 | $ | 475,443 | $ | 5,490 | 1.2 | % |
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, which consist of securities sold under repurchase agreements, increased $5 million; while other borrowings, which consist of FHLB advances, decreased $213 thousand due to required principal repayments during 2013.
CAPITAL RESOURCES
Total shareholders equity decreased to $52.4 million at December 31, 2013 as compared to $52.5 million at December 31, 2012. This decrease was primarily due to $3.3 million other comprehensive loss and the payment of $2.0 million cash dividends which were offset by $5.2 million of net income in 2013. The Board of Directors approved a Stock Repurchase Program on July 7, 2005 that would allow the repurchase of up to 10% of the Companys then-outstanding common shares. Repurchased shares are to be held as treasury stock and would be available for general corporate purposes. At December 31, 2013, approximately forty-one thousand shares could still be repurchased under the current authorized program. No shares were repurchased in 2013 or 2012.
`Banking regulations have established minimum capital ratios for banks and bank holding companies. Therefore, the Company and the Bank must meet a risk-based capital requirement, which defines two tiers of capital and compares each to the Companys risk-weighted assets. The Companys assets and certain off-balance-sheet items, such as loan commitments, are each assigned a risk factor such that assets with potentially higher credit risk will require more capital support than assets with lower risk. These regulations require the Company to have a minimum total risk-based capital ratio of 8%, at least half of which must be Tier 1 capital. The Companys Tier 1 capital is its shareholders equity before any unrealized gain or loss on securities available-for-sale, while total risk-based capital includes Tier 1 capital and a limited amount of the allowance for loan losses. In addition, a bank or bank holding companys leverage ratio (which for the Company equals its shareholders equity before any unrealized gain or loss on securities available-for-sale, divided by average assets) must be maintained at a minimum of 4%. The Company and Banks actual and required capital amounts are disclosed in Note 12 to the consolidated financial statements.
2013 Report to Shareholders | CSB Bancorp, Inc. 17
2013 FINANCIAL REVIEW
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.
In July 2013, the Federal Reserve adopted final rules effective generally on January 1, 2015 to implement the Basel III and regulatory capital changes required by the Dodd-Frank Act. These changes will apply to the Company and the Bank. Among other things, the rules include new minimum risk-based and leverage capital requirements for all banking organizations and removal of references to credit ratings. A new capital conservation buffer of 2.5% of risk-weighted assets is being phased-in over a transition period ending December 31, 2018. Failure to maintain the required ratios will restrict or prohibit dividends, share repurchases and discretionary bonuses. Management is evaluating the new rules and their effects on the Company and the Bank, but Management believes the Company and the Bank will remain well-capitalized under the new rules.
LIQUIDITY
December 31 | Change | |||||||||||
(Dollars in millions) |
2013 | 2012 | from 2012 | |||||||||
Cash and cash equivalents |
$ | 43 | $ | 67 | $ | (24 | ) | |||||
Unused lines of credit |
42 | 41 | 1 | |||||||||
Unpledged securities at fair market value |
42 | 59 | $ | (17 | ) | |||||||
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$ | 127 | $ | 167 | (40 | ) | |||||||
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Net deposits and short-term liabilities |
$ | 473 | $ | 444 | $ | 29 | ||||||
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Liquidity ratio |
26.9 | % | 37.6 | % | ||||||||
Minimum board approved liquidity ratio |
20.0 | % | 20.0 | % |
Liquidity refers to the Companys ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, pay operating expenses and meet other obligations. The Companys liquidity ratio declined in 2013 as a result of continuing to deploy cash received in the Wooster branch acquisition in fourth quarter 2011 into loans and investments. Liquidity is monitored by CSBs Asset Liability Committee. The Company was within all Board-approved limits at December 31, 2013 and 2012. Additional sources of liquidity include net income, loan repayments, 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 2013 included net loan originations of $15 million and the maturities and repayments of securities totaling $37 million, offset by $64 million in securities purchases and the $1 million purchase of bank-owned life insurance. The Companys financing activities included a $6 million increase in deposits, a $5 million increase in securities sold under agreements to repurchase and a $213 thousand net repayment of FHLB advances.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The most significant market risk to which the Company is exposed 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 Companys 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 on a monthly basis and reviews various asset and liability management information including, but not limited to, the Companys 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 Companys financial instruments using interest rates in effect at year-end 2013 and 2012. Interest rate risk policy limits are tested by measuring the anticipated change in net interest income
18 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 FINANCIAL REVIEW
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 2013 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.
Net Interest Income at Risk
December 31, 2013 | ||||||||||||||||||||
Net | ||||||||||||||||||||
Change In | Interest | Dollar | Board | |||||||||||||||||
Interest Rates | Income | Change | Percentage | Policy | ||||||||||||||||
(Basis Points) |
(Dollars in thousands) | Change | Limits | |||||||||||||||||
+ 400 | $ | 20,812 | $ | 962 | 4.8 | % | ±25 | % | ||||||||||||
+ 300 | 20,507 | 657 | 3.3 | ±15 | ||||||||||||||||
+ 200 | 20,217 | 367 | 1.8 | ±10 | ||||||||||||||||
+ 100 | 19,966 | 116 | 0.6 | ±5 | ||||||||||||||||
0 | 19,850 | | | |||||||||||||||||
100 | 19,644 | (206 | ) | (1.0 | ) | ±5 | ||||||||||||||
December 31, 2012 | ||||||||||||||||||||
+ 400 | $ | 19,420 | $ | 1,762 | 10.0 | % | ±25 | % | ||||||||||||
+ 300 | 18,982 | 1,324 | 7.5 | ±15 | ||||||||||||||||
+ 200 | 18,507 | 849 | 4.8 | ±10 | ||||||||||||||||
+ 100 | 18,053 | 395 | 2.2 | ±5 | ||||||||||||||||
0 | 17,658 | | | |||||||||||||||||
100 | 17,483 | (175 | ) | (1.0 | ) | ±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, 2013 and 2012.
Economic Value of Equity at Risk
December 31, 2013 | ||||||||||||
Change In Interest Rates (Basis Points) |
Percentage Change |
Board Policy Limits |
||||||||||
+ 400 | 9.8 | % | ±35 | % | ||||||||
+ 300 | 8.8 | ±30 | ||||||||||
+ 200 | 7.4 | ±20 | ||||||||||
+ 100 | 4.7 | ±15 | ||||||||||
100 | (7.6 | ) | ±15 | |||||||||
December 31, 2012 | ||||||||||||
+ 400 | 19.0 | % | ±35 | % | ||||||||
+ 300 | 17.4 | ±30 | ||||||||||
+ 200 | 14.8 | ±20 | ||||||||||
+ 100 | 9.5 | ±15 |
2013 Report to Shareholders | CSB Bancorp, Inc. 19
2013 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, and 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, 2013, the market value of equity as a percent of base in a 400 basis point rising rate environment indicates an increase of 9.8%, as compared to an increase of 19.0% as of December 31, 2012. The Company added the review of a -100 basis change in interest rates during 2013 as rates had risen at December 31, 2013 in comparison with 2012. The Company was within all Board-approved limits at December 31, 2013 and 2012.
SIGNIFICANT ASSUMPTIONS AND OTHER CONSIDERATIONS
The above 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 should not be relied upon as being indicative of actual results. Further, the analysis does not necessarily 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 and 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. Many of the Companys loans permit the borrower to prepay the principal balance prior to maturity without penalty. The likelihood of prepayment depends on a number of factors, including 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 and 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 customers request without prior notice, a continuing relationship with customers resulting in future deposits and withdrawals is generally predictable, resulting in 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, 2013 and 2012 in Note 15 to the consolidated financial statements.
OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS
The following table summarizes the Companys loan commitments, including letters of credit, as of December 31, 2013:
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 |
$ | 68,029 | $ | 62,438 | $ | 209 | $ | 2,081 | $ | 3,301 | ||||||||||
Real estate lines-of-credit |
35,880 | 2,936 | 5,510 | 4,947 | 22,487 | |||||||||||||||
Consumer lines-of-credit |
842 | 842 | | | | |||||||||||||||
Credit cards lines-of-credit |
3,493 | 3,493 | | | | |||||||||||||||
Overdraft privilege |
6,523 | 6,523 | | | | |||||||||||||||
Commercial real estate loan commitments |
4,804 | 4,804 | | | | |||||||||||||||
Letters of credit |
679 | 679 | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total commitments |
$ | 120,250 | $ | 81,715 | $ | 5,719 | $ | 7,028 | $ | 25,788 | ||||||||||
|
|
|
|
|
|
|
|
|
|
20 2013 Report to Shareholders | CSB Bancorp, Inc.
2013 FINANCIAL REVIEW
As indicated in Note 10 to the consolidated financial statements, the Company had $120 million in total loan commitments at the end of 2013, with $77 million of that amount expiring within one year. 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 and nonresidential property. It is anticipated that a significant portion of these lines will expire without being drawn upon.
The following table summarizes the Companys other contractual obligations, exclusive of interest, as of December 31, 2013:
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 |
$ | 134,344 | $ | 75,051 | $ | 44,073 | $ | 15,173 | $ | 47 | ||||||||||
Short-term borrowings |
48,671 | 48,671 | | | | |||||||||||||||
Other borrowings |
12,459 | 2,190 | 266 | 10,003 | | |||||||||||||||
Operating leases |
797 | 299 | 466 | 32 | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total obligations |
$ | 196,271 | $ | 126,211 | $ | 44,805 | $ | 25,208 | $ | 47 | ||||||||||
|
|
|
|
|
|
|
|
|
|
The other borrowings noted in the preceding table represent borrowings from the FHLB of Cincinnati. 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 notes 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 Companys 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 Companys deposit product offerings.
CRITICAL ACCOUNTING POLICIES
The Companys 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 2013 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 allowance for loan losses 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 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.
2013 Report to Shareholders | CSB Bancorp, Inc. 21
2013 FINANCIAL REVIEW
CSB 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 Asset.
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. Unlike most industrial companies, most assets and liabilities of the Company are monetary in nature. Therefore, interest rates have a more significant impact on the Companys performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as prices of goods and services. The liquidity, maturity structure and quality of the Companys 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 over-the-counter-bulletin-board 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, markdown or commission and may not represent actual transactions. The table specifies cash dividends declared by the Company to its shareholders during 2013 and 2012. 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.
Dividends | ||||||||||||||||
Declared | Dividends | |||||||||||||||
Quarter Ended |
High | Low | Per Share | Declared | ||||||||||||
March 31, 2013 |
$ | 19.20 | $ | 17.00 | $ | 0.18 | $ | 492,594 | ||||||||
June 30, 2013 |
20.85 | 19.00 | 0.18 | 492,594 | ||||||||||||
September 30, 2013 |
20.80 | 18.60 | 0.18 | 492,594 | ||||||||||||
December 31, 2013 |
19.60 | 18.62 | 0.18 | 492,594 | ||||||||||||
March 31, 2012 |
$ | 20.00 | $ | 16.00 | $ | 0.18 | $ | 492,264 | ||||||||
June 30, 2012 |
20.50 | 17.50 | 0.18 | 492,264 | ||||||||||||
September 30, 2012 |
20.49 | 17.75 | 0.18 | 492,264 | ||||||||||||
December 31, 2012 |
18.65 | 16.84 | 0.18 | 492,374 |
As of December 31, 2013, the Company had 1,300 known shareholders of record and 2,736,634 outstanding shares of common stock.
22 2013 Report to Shareholders | CSB Bancorp, Inc.
REPORT ON MANAGEMENTS 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 Internal Control-Integrated Framework issued in July 1994 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, 2013. Based upon this assessment, management believes that our internal control over financial reporting is effective as of December 31, 2013.
This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.
![]() |
![]() | |
Eddie L. Steiner | Paula J. Meiler | |
President, | Senior Vice President, | |
Chief Executive Officer | Chief Financial Officer |
2013 Report to Shareholders | CSB Bancorp, Inc. 23
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT
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, 2013 and 2012, 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, 2013. 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 audits 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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.
Wexford, Pennsylvania
March 6, 2014
24 2013 Report to Shareholders | CSB Bancorp, Inc.
CONSOLIDATED BALANCE SHEETS
December 31, 2013 and 2012
(Dollars in thousands) |
2013 | 2012 | ||||||
ASSETS |
||||||||
Cash and cash equivalents |
||||||||
Cash and due from banks |
$ | 15,777 | $ | 21,485 | ||||
Interest-earning deposits in other banks |
26,822 | 45,393 | ||||||
|
|
|
|
|||||
Total cash and cash equivalents |
42,599 | 66,878 | ||||||
|
|
|
|
|||||
Securities |
||||||||
Available-for-sale, at fair value |
101,722 | 129,291 | ||||||
Held-to-maturity (fair value of $42,643) |
44,350 | | ||||||
Restricted stock, at cost |
5,463 | 5,463 | ||||||
|
|
|
|
|||||
Total securities |
151,535 | 134,754 | ||||||
|
|
|
|
|||||
Loans |
379,125 | 364,580 | ||||||
Less allowance for loan losses |
5,085 | 4,580 | ||||||
|
|
|
|
|||||
Net loans |
374,040 | 360,000 | ||||||
|
|
|
|
|||||
Premises and equipment, net |
8,690 | 8,475 | ||||||
Core deposit intangible |
759 | 894 | ||||||
Goodwill |
4,728 | 4,728 | ||||||
Bank-owned life insurance |
9,551 | 8,298 | ||||||
Accrued interest receivable and other assets |
4,563 | 2,873 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 596,465 | $ | 586,900 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
LIABILITIES |
||||||||
Deposits |
||||||||
Noninterest-bearing |
$ | 120,325 | $ | 104,147 | ||||
Interest-bearing |
360,608 | 371,296 | ||||||
|
|
|
|
|||||
Total deposits |
480,933 | 475,443 | ||||||
|
|
|
|
|||||
Short-term borrowings |
48,671 | 43,992 | ||||||
Other borrowings |
12,459 | 12,672 | ||||||
Accrued interest payable and other liabilities |
1,991 | 2,340 | ||||||
|
|
|
|
|||||
Total liabilities |
544,054 | 534,447 | ||||||
|
|
|
|
|||||
SHAREHOLDERS EQUITY |
||||||||
Common stock, $ 6.25 par value. Authorized 9,000,000 shares; issued 2,980,602 shares; outstanding 2,736,634 shares in 2013 and 2,736,060 in 2012 |
18,629 | 18,629 | ||||||
Additional paid-in capital |
9,964 | 9,974 | ||||||
Retained earnings |
30,232 | 26,962 | ||||||
Treasury stock at cost - 243,968 shares in 2013 and 244,542 in 2012 |
(4,958 | ) | (4,976 | ) | ||||
Accumulated other comprehensive (loss) income |
(1,456 | ) | 1,864 | |||||
|
|
|
|
|||||
Total shareholders equity |
52,411 | 52,453 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 596,465 | $ | 586,900 | ||||
|
|
|
|
These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.
2013 Report to Shareholders | CSB Bancorp, Inc. 25
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2013, 2012 and 2011
(Dollars in thousands, except per share data) |
2013 | 2012 | 2011 | |||||||||
INTEREST AND DIVIDEND INCOME |
||||||||||||
Loans, including fees |
$ | 17,963 | $ | 17,279 | $ | 16,977 | ||||||
Taxable securities |
2,572 | 2,672 | 2,538 | |||||||||
Nontaxable securities |
513 | 486 | 421 | |||||||||
Other |
90 | 147 | 82 | |||||||||
|
|
|
|
|
|
|||||||
Total interest and dividend income |
21,138 | 20,584 | 20,018 | |||||||||
|
|
|
|
|
|
|||||||
INTEREST EXPENSE |
||||||||||||
Deposits |
1,720 | 2,323 | 2,864 | |||||||||
Short-term borrowings |
67 | 91 | 139 | |||||||||
Other borrowings |
468 | 564 | 675 | |||||||||
|
|
|
|
|
|
|||||||
Total interest expense |
2,255 | 2,978 | 3,678 | |||||||||
|
|
|
|
|
|
|||||||
NET INTEREST INCOME |
18,883 | 17,606 | 16,340 | |||||||||
PROVISION FOR LOAN LOSSES |
840 | 823 | 950 | |||||||||
|
|
|
|
|
|
|||||||
Net interest income, after provision for loan losses |
18,043 | 16,783 | 15,390 | |||||||||
|
|
|
|
|
|
|||||||
NONINTEREST INCOME |
||||||||||||
Service charges on deposit accounts |
1,349 | 1,305 | 1,134 | |||||||||
Trust services |
826 | 671 | 677 | |||||||||
Debit card interchange fees |
779 | 797 | 631 | |||||||||
Securities gain, net |
159 | | 237 | |||||||||
Gain on sale of loans, net |
347 | 591 | 219 | |||||||||
Other income |
858 | 840 | 610 | |||||||||
|
|
|
|
|
|
|||||||
Total noninterest income |
4,318 | 4,204 | 3,508 | |||||||||
|
|
|
|
|
|
|||||||
NONINTEREST EXPENSES |
||||||||||||
Salaries and employee benefits |
8,261 | 7,960 | 7,459 | |||||||||
Occupancy expense |
1,026 | 1,025 | 890 | |||||||||
Equipment expense |
719 | 618 | 524 | |||||||||
Professional and director fees |
628 | 814 | 713 | |||||||||
Franchise tax expense |
581 | 542 | 550 | |||||||||
Marketing and public relations |
395 | 392 | 320 | |||||||||
Software expense |
530 | 391 | 373 | |||||||||
Debit card expense |
268 | 304 | 253 | |||||||||
Amortization of intangible assets |
135 | 140 | 78 | |||||||||
FDIC insurance expense |
359 | 328 | 352 | |||||||||
Branch acquisition expense |
| 8 | 337 | |||||||||
Net cost of operation of other real estate |
9 | 33 | (25 | ) | ||||||||
Other expenses |
1,937 | 1,895 | 1,785 | |||||||||
|
|
|
|
|
|
|||||||
Total noninterest expenses |
14,848 | 14,450 | 13,609 | |||||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
7,513 | 6,537 | 5,289 | |||||||||
FEDERAL INCOME TAX PROVISION |
2,273 | 1,990 | 1,602 | |||||||||
|
|
|
|
|
|
|||||||
NET INCOME |
$ | 5,240 | $ | 4,547 | $ | 3,687 | ||||||
|
|
|
|
|
|
|||||||
NET INCOME PER SHARE |
||||||||||||
Basic |
$ | 1.91 | $ | 1.66 | $ | 1.35 | ||||||
|
|
|
|
|
|
|||||||
Diluted |
$ | 1.91 | $ | 1.66 | $ | 1.35 | ||||||
|
|
|
|
|
|
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 2013 Report to Shareholders | CSB Bancorp, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2013, 2012 and 2011
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
Net income |
$ | 5,240 | $ | 4,547 | $ | 3,687 | ||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss) |
||||||||||||
Unrealized gains (losses) arising during the period |
(3,195 | ) | 657 | 1,081 | ||||||||
Unrealized losses on held-to-maturity transfer |
(1,931 | ) | | | ||||||||
Amounts reclassified from accumulated other comprehensive income, held-to-maturity |
255 | | | |||||||||
Income tax effect |
1,656 | (223 | ) | (368 | ) | |||||||
Reclassification adjustment for gains on available for sale securities included in net income |
(159 | ) | | (237 | ) | |||||||
Income tax effect |
54 | | 81 | |||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss) |
(3,320 | ) | 434 | 557 | ||||||||
|
|
|
|
|
|
|||||||
Total comprehensive income |
$ | 1,920 | $ | 4,981 | $ | 4,244 | ||||||
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Years Ended December 31, 2013, 2012 and 2011
(Dollars in thousands) |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock |
Accumulated Other Comprehensive Income (Loss) |
Total | ||||||||||||||||||
BALANCE AT DECEMBER 31, 2010 |
$ | 18,629 | $ | 9,994 | $ | 22,673 | $ | (5,015 | ) | $ | 873 | $ | 47,154 | |||||||||||
Net income |
| | 3,687 | | | 3,687 | ||||||||||||||||||
Other comprehensive income |
| | | | 557 | 557 | ||||||||||||||||||
Cash dividends declared, $ 0.72 per share |
| | (1,969 | ) | | | (1,969 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE AT DECEMBER 31, 2011 |
$ | 18,629 | $ | 9,994 | $ | 24,391 | $ | (5,015 | ) | $ | 1,430 | $ | 49,429 | |||||||||||
Net income |
| | 4,547 | | | 4,547 | ||||||||||||||||||
Other comprehensive income |
| | | | 434 | 434 | ||||||||||||||||||
Stock options exercised, 1,261 shares |
| (20 | ) | (7 | ) | 39 | | 12 | ||||||||||||||||
Cash dividends declared, $ 0.72 per share |
| | (1,969 | ) | | | (1,969 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE AT DECEMBER 31, 2012 |
$ | 18,629 | $ | 9,974 | $ | 26,962 | $ | (4,976 | ) | $ | 1,864 | $ | 52,453 | |||||||||||
Net income |
| | 5,240 | | | 5,240 | ||||||||||||||||||
Other comprehensive loss |
| | | | (3,320 | ) | (3,320 | ) | ||||||||||||||||
Stock options exercised, 574 shares |
| (10 | ) | | 18 | | 8 | |||||||||||||||||
Cash dividends declared, $ 0.72 per share |
| | (1,970 | ) | | | (1,970 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE AT DECEMBER 31, 2013 |
$ | 18,629 | $ | 9,964 | $ | 30,232 | $ | (4,958 | ) | $ | (1,456 | ) | $ | 52,411 | ||||||||||
|
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|
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|
|
|
|
|
|
|
These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.
2013 Report to Shareholders | CSB Bancorp, Inc. 27
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2013, 2012 and 2011
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 5,240 | $ | 4,547 | $ | 3,687 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization of premises, equipment and software |
779 | 644 | 662 | |||||||||
Deferred income taxes |
77 | (50 | ) | 345 | ||||||||
Provision for loan losses |
840 | 823 | 950 | |||||||||
Gain on sale of loans, net |
(347 | ) | (591 | ) | (219 | ) | ||||||
Securities gain, net |
(159 | ) | | (237 | ) | |||||||
Security amortization, net of accretion |
456 | 553 | 226 | |||||||||
Secondary market loan sale proceeds |
12,393 | 20,873 | 7,201 | |||||||||
Originations of secondary market loans held-for-sale |
(12,106 | ) | (20,384 | ) | (7,019 | ) | ||||||
Bank-owned life insurance |
(253 | ) | (230 | ) | (107 | ) | ||||||
Effects of changes in operating assets and liabilities: |
||||||||||||
Net deferred loan (fees) costs |
(214 | ) | 63 | 35 | ||||||||
Accrued interest receivable |
(57 | ) | 32 | (134 | ) | |||||||
Accrued interest payable |
(39 | ) | (47 | ) | (31 | ) | ||||||
Other assets and liabilities |
339 | 831 | 415 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
$ | 6,949 | $ | 7,064 | $ | 5,774 | ||||||
|
|
|
|
|
|
|||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
Securities available-for-sale: |
||||||||||||
Proceeds from maturities and repayments, available-for-sale |
$ | 36,200 | $ | 76,220 | $ | 45,332 | ||||||
Proceeds from repayments, held-to-maturity |
1,211 | | | |||||||||
Purchases, available-for-sale |
(55,693 | ) | (82,382 | ) | (95,542 | ) | ||||||
Purchases, held-to-maturity |
(8,135 | ) | | | ||||||||
Proceeds from sale of securities, available-for-sale |
4,309 | | 3,244 | |||||||||
Loan originations, net of repayments |
(14,666 | ) | (40,842 | ) | (1,065 | ) | ||||||
Net cash from acquisition |
| | 60,872 | |||||||||
Proceeds from sale of other real estate |
18 | 26 | 883 | |||||||||
Property, equipment and software acquisitions |
(1,526 | ) | (953 | ) | (586 | ) | ||||||
Purchase of bank-owned life insurance |
(1,000 | ) | (5,000 | ) | | |||||||
|
|
|
|
|
|
|||||||
Net cash provided by (used in) investing activities |
$ | (39,282 | ) | $ | (52,931 | ) | $ | 13,138 | ||||
|
|
|
|
|
|
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 2013 Report to Shareholders | CSB Bancorp, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2013, 2012 and 2011
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
Net change in deposits |
$ | 5,550 | $ | 32,021 | $ | 15,648 | ||||||
Net change in short-term borrowings |
4,679 | 6,919 | 5,055 | |||||||||
Repayment of other borrowings |
(213 | ) | (6,489 | ) | (3,748 | ) | ||||||
Cash dividends paid |
(1,970 | ) | (1,969 | ) | (1,969 | ) | ||||||
Proceeds from stock options exercised |
8 | 5 | | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
$ | 8,054 | $ | 30,487 | $ | 14,986 | ||||||
|
|
|
|
|
|
|||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(24,279 | ) | (15,380 | ) | 33,898 | |||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
66,878 | 82,258 | 48,360 | |||||||||
|
|
|
|
|
|
|||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR |
$ | 42,599 | $ | 66,878 | $ | 82,258 | ||||||
|
|
|
|
|
|
|||||||
SUPPLEMENTAL DISCLOSURES |
||||||||||||
Cash paid during the year for: |
||||||||||||
Interest |
$ | 2,356 | $ | 3,155 | $ | 3,769 | ||||||
Income taxes |
2,335 | 1,690 | 1,525 | |||||||||
Acquisition of noncash assets and liabilities: |
||||||||||||
Assets acquired |
| | 13,631 | |||||||||
Liabilities assumed |
| | 74,503 | |||||||||
Noncash investing activities: |
||||||||||||
Transfer of loans to other real estate owned |
| 56 | 814 | |||||||||
Transfer of securities from available-for-sale to held-to-maturity |
38,930 | | |
These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.
2013 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 Companys wholly-owned subsidiaries are The Commercial and Savings Bank of Millersburg, Ohio (the Bank) and CSB Investment Services, LLC., inactive. 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 in Ohio and nearby communities. These communities are the source of substantially all deposit, loan and trust activities. The majority of the Banks income is derived from commercial and retail lending activities and investments in securities. Its primary deposit products are checking, savings, and term certificate accounts, and 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 from 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 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 managements 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 established 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 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, 2013 and 2012.
SECURITIES
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). During 2013, approximately $39 million par value U.S. Government agencies and mortgage-backed securities of government agencies were transferred from available-for-sale to held-to-maturity. At year end, 28% 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 if the entire portfolio was included in the available-for-sale category. The 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 securitys ability to recover any decline in its market value and managements 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 managements intent and ability to hold the security is a review of the Companys capital adequacy, interest rate risk position and liquidity.
30 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The assessment of a securitys ability to recover any decline in market value, the ability of the issuer to meet contractual obligations and managements 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 non-interest income in the Consolidated Statements of Income.
Investments in Federal Home Loan Bank of Cincinnati (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 2013 and 2012, 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, 2013 or 2012.
LOANS
Loans that management has the intent and ability to hold for the foreseeable future, or 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 Banks 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 includes 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 uncollectability 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 managements 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 borrowers 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, and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate, the loans 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 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 other operating expense, as are gains or losses upon sale and expenses related to maintenance of the properties. Other real estate owned amounted to $0 and $25 thousand at December 31, 2013 and 2012, respectively.
2013 Report to Shareholders | CSB Bancorp, Inc. 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PREMISES AND EQUIPMENT
Premises and equipment is 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.
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. CSB 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 2013 or 2012.
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 CSB. 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, and 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 cover those obligations. These 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 $175 thousand, $190 thousand and $175 thousand for the years ended 2013, 2012 and 2011 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 and 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 carryforwards. 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.
32 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK-BASED COMPENSATION
The Company sponsored a stock-based compensation plan, administered by a committee. The incentive stock option plan expired in 2012. The Company recorded no stock-based compensation expense for 2013, 2012 or 2011. There was no income tax benefit recognized in the accompanying Consolidated Statements of Income related to stock-based compensation in 2013, 2012 or 2011. Shares issued in connection with stock option exercises were issued from available treasury shares in 2013.
As of December 31, 2013, there was no unrecognized compensation cost related to unvested share-based compensation awards outstanding. All shares are vested.
The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the option and each vesting date. CSB estimates the fair value of stock options on the date of the grant using the Black-Scholes option pricing model. The model requires the use of numerous assumptions, many of which are highly subjective in nature. There were no option grants for the years ended December 31, 2013 and 2012.
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.
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:
2013 | 2012 | 2011 | ||||||||||
Weighted average common shares |
2,980,602 | 2,980,602 | 2,980,602 | |||||||||
Average treasury shares |
(244,129 | ) | (245,713 | ) | (245,803 | ) | ||||||
|
|
|
|
|
|
|||||||
Total weighted average common shares outstanding (basic) |
2,736,473 | 2,734,889 | 2,734,799 | |||||||||
Dilutive effect of assumed exercise of stock options |
2,004 | 252 | 39 | |||||||||
|
|
|
|
|
|
|||||||
Weighted average common shares outstanding (diluted) |
2,738,477 | 2,735,141 | 2,734,838 | |||||||||
|
|
|
|
|
|
Dividends per share are based on the number of shares outstanding at the declaration date.
There were no stock options that were antidilutive at December 31, 2013. Options to purchase an aggregate of 29,760 common shares at $18.00 per share were outstanding at December 31, 2012 and 2011 and were antidilutive.
ACCOUNTING DEVELOPMENTS
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The new requirements took effect for public companies in fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this standard on January 1, 2013. The effect of adopting this standard increased our disclosure surrounding reclassification items out of accumulated other comprehensive income.
2013 Report to Shareholders | CSB Bancorp, Inc. 33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company is currently evaluating the impact the adoption of the standard will have on the Companys financial position or results of operations.
In January 2014, the FASB issued ASU 2014-04, Receivables Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method. The Company is currently evaluating the impact the adoption of the standard will have on the Companys financial position or results of operations.
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 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 SECURITIES
Securities consist of the following at December 31:
(Dollars in thousands) |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
||||||||||||
2013 |
||||||||||||||||
Available-for-sale: |
||||||||||||||||
U.S. Treasury security |
$ | 1,005 | $ | | $ | 8 | $ | 997 | ||||||||
U.S. Government agencies |
22,999 | 8 | 706 | 22,301 | ||||||||||||
Mortgage-backed securities of government agencies |
54,455 | 536 | 691 | 54,300 | ||||||||||||
Other mortgage-backed securities |
230 | 5 | | 235 | ||||||||||||
Asset-backed securities of government agencies |
2,739 | 36 | | 2,775 | ||||||||||||
State and political subdivisions |
16,219 | 371 | 143 | 16,447 | ||||||||||||
Corporate bonds |
4,500 | 44 | 5 | 4,539 | ||||||||||||
Equity securities |
106 | 23 | 1 | 128 | ||||||||||||
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|
|
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|
|
|
|||||||||
Total available-for-sale |
102,253 | 1,023 | 1,554 | 101,722 | ||||||||||||
Held-to-maturity securities |
||||||||||||||||
U.S. Government agencies |
19,186 | | 828 | 18,358 | ||||||||||||
Mortgage-backed securities of government agencies |
25,164 | | 879 | 24,285 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total held-to-maturity |
44,350 | | 1,707 | 42,643 | ||||||||||||
Restricted stock |
5,463 | | | 5,463 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities |
$ | 152,066 | $ | 1,023 | $ | 3,261 | $ | 149,828 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
2012 |
||||||||||||||||
Available-for-sale: |
||||||||||||||||
U.S. Treasury security |
$ | 100 | $ | | $ | | $ | 100 | ||||||||
U.S. Government agencies |
35,996 | 27 | 43 | 35,980 | ||||||||||||
Mortgage-backed securities of government agencies |
66,588 | 2,107 | | 68,695 | ||||||||||||
Other mortgage-backed securities |
345 | | 1 | 344 | ||||||||||||
Asset-backed securities of government agencies |
2,862 | | 39 | 2,823 | ||||||||||||
State and political subdivisions |
16,194 | 701 | 12 | 16,883 | ||||||||||||
Corporate bonds |
4,313 | 112 | 28 | 4,397 | ||||||||||||
Equity securities |
69 | 9 | 9 | 69 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available-for-sale |
126,467 | 2,956 | 132 | 129,291 | ||||||||||||
Restricted stock |
5,463 | | | 5,463 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities |
$ | 131,930 | $ | 2,956 | $ | 132 | $ | 134,754 | ||||||||
|
|
|
|
|
|
|
|
2013 Report to Shareholders | CSB Bancorp, Inc. 35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 SECURITIES (CONTINUED)
The amortized cost and fair value of securities at December 31, 2013, 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 |
$ | 855 | $ | 875 | ||||
Due after one through five years |
17,354 | 17,500 | ||||||
Due after five through ten years |
22,455 | 22,033 | ||||||
Due after ten years |
61,483 | 61,186 | ||||||
|
|
|
|
|||||
Total debt securities available-for-sale |
$ | 102,147 | $ | 101,594 | ||||
|
|
|
|
|||||
Held-to-maturity: |
||||||||
Due in one year or less |
$ | | $ | | ||||
Due after one through five years |
| | ||||||
Due after five through ten years |
7,717 | 7,568 | ||||||
Due after ten years |
36,633 | 35,075 | ||||||
|
|
|
|
|||||
Total debt securities held-to-maturity |
$ | 44,350 | $ | 42,643 | ||||
|
|
|
|
Securities with a market value of approximately $87.9 million and $79.2 million were pledged at December 31, 2013 and 2012, 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 Banks investment in FHLB stock amounted to $5.0 million at December 31, 2013 and 2012. Federal Reserve Bank stock was $471 thousand at December 31, 2013 and 2012.
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 2013 and 2011. There were no securities sold during 2012.
(Dollars in thousands) |
2013 | 2011 | ||||||
Proceeds |
$ | 4,309 | $ | 3,244 | ||||
Realized gains |
$ | 159 | $ | 237 | ||||
Realized losses |
| | ||||||
Impairment losses |
| | ||||||
|
|
|
|
|||||
Net securities gains |
$ | 159 | $ | 237 | ||||
|
|
|
|
The income tax provision applicable to realized gains amounted to $54 thousand in 2013 and $81 thousand in 2011. There were no tax benefits recognized from gross realized losses in 2013, 2012 or 2011.
36 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 SECURITIES (CONTINUED)
The following table presents gross unrealized losses and 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 |
||||||||||||||||||
2013 |
||||||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||||||
U.S. Treasury security |
$ | 8 | $ | 997 | $ | | $ | | $ | 8 | $ | 997 | ||||||||||||
U.S. Government agencies |
590 | 15,409 | 116 | 1,884 | 706 | 17,293 | ||||||||||||||||||
Mortgage-backed securities of government agencies |
691 | 29,938 | | | 691 | 29,938 | ||||||||||||||||||
State and political subdivisions |
122 | 3,522 | 21 | 233 | 143 | 3,755 | ||||||||||||||||||
Corporate bonds |
4 | 1,163 | 1 | 499 | 5 | 1,662 | ||||||||||||||||||
Equity securities |
| | 1 | 1 | 1 | 1 | ||||||||||||||||||
Held-to-maturity |
||||||||||||||||||||||||
U.S. Government agencies |
771 | 14,559 | 57 | 1,799 | 828 | 16,358 | ||||||||||||||||||
Mortgage-backed securities of government agencies |
879 | 20,149 | | | 879 | 20,149 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total temporarily impaired securities |
$ | 3,065 | $ | 85,737 | $ | 196 | $ | 4,416 | $ | 3,261 | $ | 90,153 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2012 |
||||||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||||||
U.S. Government agencies |
$ | 43 | $ | 15,957 | $ | | $ | | $ | 43 | $ | 15,957 | ||||||||||||
Other mortgage-backed securities |
1 | 344 | | | 1 | 344 | ||||||||||||||||||
Asset-backed securities of government agencies |
39 | 1,833 | | | 39 | 1,833 | ||||||||||||||||||
State and political subdivisions |
12 | 1,737 | | | 12 | 1,737 | ||||||||||||||||||
Corporate bonds |
4 | 366 | 24 | 975 | 28 | 1,341 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total debt securities |
99 | 20,237 | 24 | 975 | 123 | 21,212 | ||||||||||||||||||
Equity securities |
| | 9 | 45 | 9 | 45 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total temporarily impaired securities |
$ | 99 | $ | 20,237 | $ | 33 | $ | 1,020 | $ | 132 | $ | 21,257 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
There were seventy-three (73) securities in an unrealized loss position at December 31, 2013, seven (7) 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, managements 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, 2013.
2013 Report to Shareholders | CSB Bancorp, Inc. 37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 LOANS
Loans consist of the following at December 31:
(Dollars in thousands) |
2013 | 2012 | ||||||
Commercial |
$ | 117,478 | $ | 104,899 | ||||
Commercial real estate |
129,828 | 119,192 | ||||||
Residential real estate |
111,445 | 110,412 | ||||||
Construction & land development |
13,444 | 23,358 | ||||||
Consumer |
6,687 | 6,480 | ||||||
Total loans before deferred costs |
378,882 | 364,341 | ||||||
Deferred loan costs |
243 | 239 | ||||||
Total loans |
$ | 379,125 | $ | 364,580 |
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 borrowers ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. The Companys 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 Companys commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Companys 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, 2013 and 2012, approximately 77% and 81%, respectively of the outstanding principal balance of the Companys 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 and lease rates, and financial analysis of the 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.
38 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 LOANS (CONTINUED)
The Company originates consumer loans utilizing a judgmental underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. 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 Companys policies and procedures.
Concentrations of Credit
Nearly all of the Companys 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 Companys loan portfolio consists of commercial and industrial and commercial real estate loans. As of December 31, 2013 and 2012, there were no concentrations of loans greater than 7% related 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, 2013, 2012 and 2011. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
(Dollars in thousands) |
Commercial | Commercial Real Estate |
Residential Real Estate |
Construction & Land Development |
Consumer | Unallocated | Total | |||||||||||||||||||||
December 31, 2013 |
||||||||||||||||||||||||||||
Beginning balance |
$ | 933 | $ | 1,902 | $ | 1,096 | $ | 253 | $ | 76 | $ | 320 | $ | 4,580 | ||||||||||||||
Provision for loan losses |
451 | 78 | 173 | (75 | ) | 13 | 200 | 840 | ||||||||||||||||||||
Charge-offs |
(190 | ) | (108 | ) | (82 | ) | | (48 | ) | (428 | ) | |||||||||||||||||
Recoveries |
25 | | 18 | | 50 | 93 | ||||||||||||||||||||||
Net charge-offs |
(165) | (108) | (64) | | 2 |
|
|
(335) | ||||||||||||||||||||
Ending balance |
$ | 1,219 | $ | 1,872 | $ | 1,205 | $ | 178 | $ | 91 | $ | 520 | $ | 5,085 | ||||||||||||||
December 31, 2012 |
||||||||||||||||||||||||||||
Beginning balance |
$ | 1,024 | $ | 1,673 | $ | 894 | $ | 180 | $ | 78 | $ | 233 | $ | 4,082 | ||||||||||||||
Provision for loan losses |
(78 | ) | 512 | 206 | 73 | 23 | 87 | 823 | ||||||||||||||||||||
Charge-offs |
(29 | ) | (283 | ) | (106 | ) | | (89 | ) | (507 | ) | |||||||||||||||||
Recoveries |
16 | | 102 | | 64 | 182 | ||||||||||||||||||||||
Net charge-offs |
(13) | (283) | (4) | | (25) |
|
|
(325) | ||||||||||||||||||||
Ending balance |
$ | 933 | $ | 1,902 | $ | 1,096 | $ | 253 | $ | 76 | $ | 320 | $ | 4,580 | ||||||||||||||
December 31, 2011 |
||||||||||||||||||||||||||||
Beginning balance |
$ | 1,179 | $ | 1,183 | $ | 1,057 | $ | 213 | $ | 80 | $ | 319 | $ | 4,031 | ||||||||||||||
Provision for loan losses |
294 | 558 | 115 | 8 | 61 | (86 | ) | 950 | ||||||||||||||||||||
Charge-offs |
(487 | ) | (68 | ) | (297 | ) | (41 | ) | (121 | ) | (1,014 | ) | ||||||||||||||||
Recoveries |
38 | | 19 | | 58 | 115 | ||||||||||||||||||||||
Net charge-offs |
(449) | (68) | (278) | (41) | (63) |
|
|
(899) | ||||||||||||||||||||
Ending balance |
$ | 1,024 | $ | 1,673 | $ | 894 | $ | 180 | $ | 78 | $ | 233 | $ | 4,082 |
2013 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 | |||||||||||||||||||||
2013 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Ending allowance balances attributable to loans: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 241 | $ | 331 | $ | 212 | $ | | $ | | $ | | $ | 784 | ||||||||||||||
Collectively evaluated for impairment |
978 | 1,541 | 993 | 178 | 91 | 520 | 4,301 | |||||||||||||||||||||
Total ending allowance balance |
$ | 1,219 | $ | 1,872 | $ | 1,205 | $ | 178 | $ | 91 | $ | 520 | $ | 5,085 | ||||||||||||||
Loans: |
||||||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 5,576 | $ | 3,220 | $ | 1,844 | $ | | $ | | $ | 10,640 | ||||||||||||||||
Loans collectively evaluated for impairment |
111,902 | 126,608 | 109,601 | 13,444 | 6,687 | 368,242 | ||||||||||||||||||||||
Total ending loans balance |
$ | 117,478 | $ | 129,828 | $ | 111,445 | $ | 13,444 | $ | 6,687 | $ | 378,882 | ||||||||||||||||
2012 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Ending allowance balances attributable to loans: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 85 | $ | 522 | $ | 172 | $ | | $ | | $ | | $ | 779 | ||||||||||||||
Collectively evaluated for impairment |
848 | 1,380 | 924 | 253 | 76 | 320 | 3,801 | |||||||||||||||||||||
Total ending allowance balance |
$ | 933 | $ | 1,902 | $ | 1,096 | $ | 253 | $ | 76 | $ | 320 | $ | 4,580 | ||||||||||||||
Loans: |
||||||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 4,315 | $ | 4,573 | $ | 1,137 | $ | 166 | $ | | $ | 10,191 | ||||||||||||||||
Loans collectively evaluated for impairment |
100,584 | 114,619 | 109,275 | 23,192 | 6,480 | 354,150 | ||||||||||||||||||||||
Total ending loans balance |
$ | 104,899 | $ | 119,192 | $ | 110,412 | $ | 23,358 | $ | 6,480 | $ | 364,341 |
40 2013 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 |
|||||||||||||||||||||
2013 |
||||||||||||||||||||||||||||
Commercial |
$ | 5,595 | $ | 7 | $ | 5,580 | $ | 5,587 | $ | 241 | $ | 4,185 | $ | 182 | ||||||||||||||
Commercial real estate |
3,540 | 563 | 2,658 | 3,221 | 331 | 3,650 | 163 | |||||||||||||||||||||
Residential real estate |
2,001 | 337 | 1,510 | 1,847 | 212 | 1,315 | 41 | |||||||||||||||||||||
Construction & land development |
| | | | | 21 | 2 | |||||||||||||||||||||
Total impaired loans |
$ | 11,136 | $ | 907 | $ | 9,748 | $ | 10,655 | $ | 784 | $ | 9,171 | $ | 388 | ||||||||||||||
2012 |
||||||||||||||||||||||||||||
Commercial |
$ | 4,315 | $ | | $ | 4,329 | $ | 4,329 | $ | 85 | $ | 4,123 | $ | 167 | ||||||||||||||
Commercial real estate |
4,906 | 1,723 | 2,849 | 4,572 | 522 | 4,396 | 152 | |||||||||||||||||||||
Residential real estate |
1,223 | 86 | 1,057 | 1,143 | 172 | 770 | 18 | |||||||||||||||||||||
Construction & land development |
173 | 166 | | 166 | | 167 | | |||||||||||||||||||||
Total impaired loans |
$ | 10,617 | $ | 1,975 | $ | 8,235 | $ | 10,210 | $ | 779 | $ | 9,456 | $ | 337 | ||||||||||||||
2011 |
||||||||||||||||||||||||||||
Commercial |
$ | 4,605 | $ | | $ | 4,605 | $ | 4,605 | $ | 165 | $ | 2,890 | $ | 91 | ||||||||||||||
Commercial real estate |
2,621 | | 2,476 | 2,476 | 304 | 2,924 | 78 | |||||||||||||||||||||
Residential real estate |
182 | | 182 | 182 | 53 | 103 | | |||||||||||||||||||||
Construction & land development |
| | | | | | | |||||||||||||||||||||
Total impaired loans |
$ | 7,408 | $ | | $ | 7,263 | $ | 7,263 | $ | 522 | $ | 5,917 | $ | 169 |
2013 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 |
|||||||||||||||||||||
2013 |
||||||||||||||||||||||||||||
Commercial |
$ | 117,342 | $ | 15 | $ | 37 | $ | | $ | 84 | $ | 136 | $ | 117,478 | ||||||||||||||
Commercial real estate |
128,462 | 111 | 107 | 40 | 1,108 | 1,366 | 129,828 | |||||||||||||||||||||
Residential real estate |
109,274 | 616 | 467 | 46 | 1,042 | 2,171 | 111,445 | |||||||||||||||||||||
Construction & land development |
12,494 | | | 950 | | 950 | 13,444 | |||||||||||||||||||||
Consumer |
6,524 | 123 | 40 | | | 163 | 6,687 | |||||||||||||||||||||
Total loans |
$ | 374,096 | $ | 865 | $ | 651 | $ | 1,036 | $ | 2,234 | $ | 4,786 | $ | 378,882 | ||||||||||||||
2012 |
||||||||||||||||||||||||||||
Commercial |
$ | 104,348 | $ | 60 | $ | 8 | $ | | $ | 483 | $ | 551 | $ | 104,899 | ||||||||||||||
Commercial real estate |
117,372 | 41 | 34 | | 1,745 | 1,820 | 119,192 | |||||||||||||||||||||
Residential real estate |
108,574 | 472 | 430 | 131 | 805 | 1,838 | 110,412 | |||||||||||||||||||||
Construction & land development |
23,180 | | 5 | | 173 | 178 | 23,358 | |||||||||||||||||||||
Consumer |
6,325 | 132 | 23 | | | 155 | 6,480 | |||||||||||||||||||||
Total loans |
$ | 359,799 | $ | 705 | $ | 500 | $ | 131 | $ | 3,206 | $ | 4,542 | $ | 364,341 |
Troubled Debt Restructurings
The Company had troubled debt restructurings (TDRs) of $8.6 million as of December 31, 2013, with $583 thousand of specific reserves allocated to customers whose loan terms have been modified in troubled debt restructurings. As of December 31, 2012, the Company had TDRs of $8.7 million, with $718 thousand of specific reserves allocated. At December 31, 2013, $7.8 million of the loans classified as TDRs were performing in accordance with their modified terms. Of the remaining $719 thousand, all were in nonaccrual of interest status.
None of the loans that were restructured in 2012 have defaulted in 2013. Of the loans that were restructured in 2011, one loan in the amount of $54 thousand subsequently defaulted in 2012. All of the loan modifications include extensions of the loan maturity dates.
Loan modifications that are considered TDRs completed during the year ended December 31:
(Dollars in thousands) |
Number Of Loans Restructured |
Pre-Modification Recorded Investment |
Post-Modification Recorded Investment |
|||||||||
2013 |
||||||||||||
Commercial |
3 | $ | 83 | $ | 83 | |||||||
Residential real estate |
3 | 264 | 264 | |||||||||
Total restructured loans |
6 | $ | 347 | $ | 347 | |||||||
2012 |
||||||||||||
Commercial real estate |
2 | $ | 177 | $ | 177 | |||||||
Residential real estate |
9 | 798 | 798 | |||||||||
Total restructured loans |
11 | $ | 975 | $ | 975 |
42 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 LOANS (CONTINUED)
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 $275 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 managements close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the loan or of the Banks 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 and 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 $275 thousand or are included in groups of homogeneous loans. Based on the most recent analysis performed, the risk category of loans by class is as follows at December 31:
(Dollars in thousands) |
Pass | Special Mention |
Substandard | Doubtful | Not Rated | Total | ||||||||||||||||||
2013 |
||||||||||||||||||||||||
Commercial |
$ | 101,195 | $ | 10,352 | $ | 5,066 | $ | | $ | 865 | $ | 117,478 | ||||||||||||
Commercial real estate |
115,265 | 9,076 | 4,041 | | 1,446 | 129,828 | ||||||||||||||||||
Residential real estate |
237 | | 47 | | 111,161 | 111,445 | ||||||||||||||||||
Construction & land development |
9,470 | 587 | 1,884 | | 1,503 | 13,444 | ||||||||||||||||||
Consumer |
| | | | 6,687 | 6,687 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 226,167 | $ | 20,015 | $ | 11,038 | $ | | $ | 121,662 | $ | 378,882 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2012 |
||||||||||||||||||||||||
Commercial |
$ | 92,123 | $ | 5,854 | $ | 6,637 | $ | | $ | 285 | $ | 104,899 | ||||||||||||
Commercial real estate |
102,602 | 5,671 | 8,459 | | 2,460 | 119,192 | ||||||||||||||||||
Residential real estate |
200 | | 53 | | 110,159 | 110,412 | ||||||||||||||||||
Construction & land development |
18,063 | 2,750 | 1,244 | | 1,301 | 23,358 | ||||||||||||||||||
Consumer |
| | | | 6,480 | 6,480 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 212,988 | $ | 14,275 | $ | 16,393 | $ | | $ | 120,685 | $ | 364,341 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2013 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 | |||||||||
2013 |
||||||||||||
Commercial |
$ | 865 | $ | | $ | 865 | ||||||
Commercial real estate |
1,446 | | 1,446 | |||||||||
Residential real estate |
110,119 | 1,042 | 111,161 | |||||||||
Construction & land development |
1,503 | | 1,503 | |||||||||
Consumer |
6,687 | | 6,687 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 120,620 | $ | 1,042 | $ | 121,662 | ||||||
|
|
|
|
|
|
|||||||
2012 |
||||||||||||
Commercial |
$ | 285 | $ | | $ | 285 | ||||||
Commercial real estate |
2,460 | | 2,460 | |||||||||
Residential real estate |
109,276 | 883 | 110,159 | |||||||||
Construction & land development |
1,294 | 7 | 1,301 | |||||||||
Consumer |
6,480 | | 6,480 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 119,795 | $ | 890 | $ | 120,685 | ||||||
|
|
|
|
|
|
Mortgage Servicing Rights
For the years ended December 31, 2013 and 2012, the Company had outstanding mortgage servicing rights (MSRs) of $225 thousand and $214 thousand, respectively. No valuation allowance was recorded at December 31, 2013 or 2012 as the fair value of the MSRs exceeded their carrying value. On December 31, 2013, the Company had $56.9 million residential mortgage loans with servicing retained as compared to $52.7 million with servicing retained at December 31, 2012.
Total loans serviced for others approximated $70.2 million and $60.2 million at December 31, 2013 and 2012, respectively.
44 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 PREMISES AND EQUIPMENT
Premises and equipment consist of the following at December 31:
(Dollars in thousands) |
2013 | 2012 | ||||||
Land and improvements |
$ | 1,489 | $ | 1,489 | ||||
Buildings and improvements |
9,656 | 9,422 | ||||||
Furniture and equipment |
7,327 | 6,763 | ||||||
Leasehold improvements |
260 | 260 | ||||||
|
|
|
|
|||||
18,732 | 17,934 | |||||||
Accumulated depreciation |
10,042 | 9,459 | ||||||
|
|
|
|
|||||
Premises and equipment, net |
$ | 8,690 | $ | 8,475 | ||||
|
|
|
|
The Bank leases certain office locations. Total rental expense under these leases approximated $299 thousand, $298 thousand, and $187 thousand in 2013, 2012 and 2011, respectively. Depreciation expense amounted to $625 thousand, $567 thousand and $530 thousand for the years ended December 31, 2013, 2012 and 2011, respectively.
Future minimum lease payments at December 31, 2013 were as follows:
(Dollars in thousands) |
||||
2014 |
$ | 299 | ||
2015 |
294 | |||
2016 |
172 | |||
2017 |
32 | |||
|
|
|||
Total |
$ | 797 | ||
|
|
NOTE 5 CORE DEPOSIT INTANGIBLE ASSETS
Core Deposit Intangible
No additional core deposit intangible was recorded in 2013 or 2012, with $706 thousand recorded as a result of the acquisition of two branches in Wooster, Ohio in 2011. 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 $135 thousand, $140 thousand and $78 thousand in 2013, 2012 and 2011, respectively. The following table shows the core deposit intangible and the related accumulated amortization as of December 31:
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
Gross carrying amount |
$ | 1,251 | $ | 1,251 | $ | 1,251 | ||||||
Accumulated amortization |
(492 | ) | (357 | ) | (217 | ) | ||||||
|
|
|
|
|
|
|||||||
Net carrying amount |
$ | 759 | $ | 894 | $ | 1,034 | ||||||
|
|
|
|
|
|
2013 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, 2013 is as follows:
(Dollars in thousands) |
Core Deposit Amortization |
|||
2014 |
$ | 129 | ||
2015 |
125 | |||
2016 |
121 | |||
2017 |
116 | |||
2018 |
101 | |||
Thereafter |
167 | |||
|
|
|||
$ | 759 | |||
|
|
NOTE 6 INTEREST-BEARING DEPOSITS
Interest-bearing deposits at December 31 are as follows:
(Dollars in thousands) |
2013 | 2012 | ||||||
Demand |
$ | 76,327 | $ | 74,429 | ||||
Savings |
149,937 | 138,794 | ||||||
Time deposits: |
||||||||
In excess of $100,000 |
42,562 | 54,163 | ||||||
Other |
91,782 | 103,910 | ||||||
|
|
|
|
|||||
Total interest-bearing deposits |
$ | 360,608 | $ | 371,296 | ||||
|
|
|
|
At December 31, 2013, stated maturities of time deposits were as follows:
(Dollars in thousands) |
||||
2014 |
$ | 75,051 | ||
2015 |
25,282 | |||
2016 |
18,791 | |||
2017 |
8,271 | |||
2018 |
6,902 | |||
2019 and beyond |
47 | |||
|
|
|||
Total |
$ | 134,344 | ||
|
|
46 2013 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) |
2013 | 2012 | ||||||
Balance at year-end |
$ | 48,671 | $ | 43,992 | ||||
Average balance outstanding |
45,330 | 40,893 | ||||||
Maximum month-end balance |
48,671 | 43,992 | ||||||
Weighted-average rate at year-end |
0.15 | % | 0.20 | % | ||||
Weighted-average rate during the year |
0.15 | 0.22 |
Average balances outstanding during the year represent daily average balances, and average interest rates represent interest expenses divided by the related average balances.
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 | 2013 | 2012 | |||||||||||||||||||||
Fixed rate |
10/2/14 | 12/21/17 | 3.62 | % | 3.48 | % | 3.73 | % | $ | 12,000 | $ | 12,000 | ||||||||||||||||
Fixed rate amortizing |
1/1/14 | 3/1/17 | 5.99 | 4.80 | 7.15 | 459 | 672 | |||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
$ | 12,459 | $ | 12,672 | |||||||||||||||||||||||||
|
|
Maturities of other borrowings at December 31, 2013, are summarized as follows for the years ended December 31:
(Dollars in thousands) |
Amount | Weighted Average Rate |
||||||
2014 |
$ | 2,190 | 3.91 | % | ||||
2015 |
169 | 6.01 | ||||||
2016 |
97 | 5.84 | ||||||
2017 |
10,003 | 3.61 | ||||||
|
|
|||||||
$ | 12,459 | 3.71 | % | |||||
|
|
Monthly principal and interest payments are due on the fixed rate amortizing borrowings; additionally a 10% principal curtailment is due on the borrowings anniversary date. FHLB borrowings are secured by a blanket collateral agreement. At December 31, 2013 the Company has the capacity to borrow an additional $42.1 million from the FHLB.
2013 Report to Shareholders | CSB Bancorp, Inc. 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 INCOME TAXES
The provision for income taxes consists of the following for the years ended December 31:
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
Current |
$ | 2,196 | $ | 2,040 | $ | 1,257 | ||||||
Deferred |
77 | (50 | ) | 345 | ||||||||
|
|
|
|
|
|
|||||||
Total income tax provision |
$ | 2,273 | $ | 1,990 | $ | 1,602 | ||||||
|
|
|
|
|
|
The income tax provision attributable to income from operations differs from the amounts computed by applying the statutory federal income tax rate of 34% to income before income taxes as follows:
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
Expected provision using statutory federal income tax rate |
$ | 2,554 | $ | 2,223 | $ | 1,798 | ||||||
Tax-exempt income on state and municipal securities and political subdivision loans |
(203 | ) | (269 | ) | (169 | ) | ||||||
Interest expense associated with carrying certain state and municipal securities and political subdivision loans |
6 | 6 | 8 | |||||||||
Tax-exempt income on bank owned life insurance |
(86 | ) | (78 | ) | (36 | ) | ||||||
Other |
2 | 108 | 1 | |||||||||
|
|
|
|
|
|
|||||||
Total income tax provision |
$ | 2,273 | $ | 1,990 | $ | 1,602 | ||||||
|
|
|
|
|
|
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31 are as follows:
(Dollars in thousands) |
2013 | 2012 | ||||||
Allowance for loan losses |
$ | 1,887 | $ | 1,470 | ||||
Net operating loss carryforward |
470 | 598 | ||||||
Capital loss carryforward |
35 | 35 | ||||||
Unrealized loss on securities available-for-sale |
750 | | ||||||
Other |
37 | 109 | ||||||
|
|
|
|
|||||
3,179 | 2,212 | |||||||
Valuation allowance on deferred tax assets |
(35) | (35) | ||||||
Deferred tax assets |
3,144 | 2,177 | ||||||
Premises and equipment |
(443 | ) | (399 | ) | ||||
Federal Home Loan Bank stock dividends |
(736 | ) | (736 | ) | ||||
Deferred loan fees |
(226 | ) | (173 | ) | ||||
Unrealized gain on securities available-for-sale |
| (960 | ) | |||||
Prepaid expenses |
(120 | ) | (120 | ) | ||||
Other |
(462 | ) | (265 | ) | ||||
|
|
|
|
|||||
Deferred tax liabilities |
(1,987 | ) | (2,653 | ) | ||||
|
|
|
|
|||||
Net deferred tax asset (liability) |
$ | 1,157 | $ | (476 | ) | |||
|
|
|
|
48 2013 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 $1.4 million, as of December 31, 2013. The net operating loss carryforward can be used to offset future taxable income and will begin to expire in tax year 2026.
The Company believes it is more likely than not that the benefit of deferred tax assets will be realized with the possible exception of the capital loss carryforward due to expire in 2014. A valuation allowance for the capital loss carryforward is reflected at December 31, 2013 and 2012. No additional valuation allowance is deemed necessary in view of certain tax strategies, coupled with the anticipated future taxable income as evidenced by the Companys earnings.
There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. CSB recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statement of Income. With few exceptions, CSB is no longer subject to U.S. federal, state, or local income tax examinations by tax authorities for years prior to 2010.
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 Companys 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 2.75% of each eligible participants compensation in 2013 and 2.5% of each eligible participants compensation for 2012 and 2011, respectively. The Plan also provides for a 50% Company match of participant contributions up to a maximum of 2% of each participants annual compensation. Expense under the Plan amounted to approximately $284 thousand, $270 thousand and $242 thousand for 2013, 2012 and 2011, respectively.
The Company maintains a stock option plan. No stock options were granted during the three years presented.
The following summarizes stock options activity for the years ended December 31:
2013 | 2012 | 2011 | ||||||||||||||||||||||
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
|||||||||||||||||||
Outstanding at beginning of year |
31,760 | $ | 17.85 | 39,620 | $ | 17.49 | 39,945 | $ | 17.48 | |||||||||||||||
Granted |
| | | | | | ||||||||||||||||||
Exercised |
(1,000 | ) | (16.10 | ) | (4,650 | ) | (16.05 | ) | | | ||||||||||||||
Forfeited |
| (3,210 | ) | (16.06 | ) | (325 | ) | (16.05 | ) | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Outstanding at end of year |
30,760 | 17.90 | 31,760 | 17.85 | 39,620 | 17.49 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Options exercisable at year-end |
30,760 | $ | 17.90 | 31,760 | $ | 17.85 | 39,620 | $ | 17.49 | |||||||||||||||
Weighted-average fair value of options granted during year |
N/A | N/A | N/A |
Options outstanding at December 31, 2013 were as follows:
Outstanding | ||||||||||||||||
Range Of Exercise Prices |
Number | Weighted Average Remaining Contractual Life (Years) |
Number | Weighted Average Exercise Price |
||||||||||||
$ 15.00 |
1,000 | 0.60 | 1,000 | $ | 15.00 | |||||||||||
18.00 |
29,760 | 2.22 | 29,760 | 18.00 | ||||||||||||
|
|
|
|
|||||||||||||
Outstanding at year-end |
30,760 | 2.17 | 30,760 | $ | 17.90 | |||||||||||
|
|
|
|
2013 Report to Shareholders | CSB Bancorp, Inc. 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 EMPLOYEE BENEFITS (CONTINUED)
The total intrinsic value of outstanding in-the-money stock options and outstanding in-the-money exercisable stock options was $34 thousand and $4 thousand at December 31, 2013 and 2012, respectively. There were 1,000 and 4,650 stock options exercised in 2013 and 2012, respectively and no stock options exercised in 2011. There were no share awards vested in 2013 or 2012.
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 Banks 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) |
2013 | 2012 | ||||||
Commitments to extend credit |
$ | 119,571 | $ | 105,829 | ||||
|
|
|
|
|||||
Letters of credit |
$ | 679 | $ | 1,539 | ||||
|
|
|
|
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 customers 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 managements 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. All letters of credit outstanding at December 31, 2013 are due on demand or expire in 2014. 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 granted by the Company 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 year end December 31, 2013:
(Dollars in thousands) |
||||
Balance at beginning of year |
$ | 6,218 | ||
New loans and advances |
315 | |||
Repayments, including loans sold |
1,441 | |||
|
|
|||
Balance at end of year |
$ | 5,092 | ||
|
|
Deposits from executive officers, directors and their related business interests at both December 31, 2013 and 2012 were approximately $10.4 million and $10.5 million.
50 2013 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 Companys and Banks 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 and 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, 2013 and 2012, that the Company and Bank met or exceeded all capital adequacy requirements to which they are subject.
As of December 31, 2013, 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 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 Banks category.
The actual capital amounts and ratios of the Company and Bank as of December 31, are presented in the following tables:
Minimum | Minimum Required | |||||||||||||||||||||||
Required For | To Be Well Capitalized | |||||||||||||||||||||||
Capital Adequacy | Under Prompt | |||||||||||||||||||||||
Actual | Purposes | Corrective Action | ||||||||||||||||||||||
(Dollars in thousands) |
Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
2013 |
||||||||||||||||||||||||
Total capital (to risk-weighted assets) |
||||||||||||||||||||||||
Consolidated |
$ | 53,268 | 13.6 | % | $ | 31,416 | 8.0 | % | $ | 39,270 | 10.0 | % | ||||||||||||
Bank |
52,458 | 13.4 | 31,392 | 8.0 | 39,240 | 10.0 | ||||||||||||||||||
Tier I capital (to risk-weighted assets) |
||||||||||||||||||||||||
Consolidated |
48,357 | 12.3 | 15,708 | 4.0 | 23,562 | 6.0 | ||||||||||||||||||
Bank |
47,558 | 12.1 | 15,696 | 4.0 | 23,544 | 6.0 | ||||||||||||||||||
Tier I capital (to average assets) |
||||||||||||||||||||||||
Consolidated |
48,357 | 8.2 | 23,550 | 4.0 | 29,438 | 5.0 | ||||||||||||||||||
Bank |
47,558 | 8.1 | 23,544 | 4.0 | 29,430 | 5.0 | ||||||||||||||||||
2012 |
||||||||||||||||||||||||
Total capital (to risk-weighted assets) |
||||||||||||||||||||||||
Consolidated |
$ | 49,534 | 13.3 | % | $ | 29,707 | 8.0 | % | $ | 37,134 | 10.0 | % | ||||||||||||
Bank |
48,940 | 13.2 | 29,695 | 8.0 | 37,118 | 10.0 | ||||||||||||||||||
Tier I capital (to risk-weighted assets) |
||||||||||||||||||||||||
Consolidated |
44,946 | 12.1 | 14,854 | 4.0 | 22,280 | 6.0 | ||||||||||||||||||
Bank |
44,352 | 12.0 | 14,847 | 4.0 | 22,271 | 6.0 | ||||||||||||||||||
Tier I capital (to average assets) |
||||||||||||||||||||||||
Consolidated |
44,946 | 7.9 | 22,794 | 4.0 | 28,493 | 5.0 | ||||||||||||||||||
Bank |
44,352 | 7.8 | 22,788 | 4.0 | 28,485 | 5.0 |
2013 Report to Shareholders | CSB Bancorp, Inc. 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 REGULATORY MATTERS (CONTINUED)
The Companys 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, 2014, the Bank could dividend $7.5 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 Banks 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, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 follows:
(Dollars in thousands) |
2013 | 2012 | ||||||
CONDENSED BALANCE SHEETS |
||||||||
ASSETS |
||||||||
Cash deposited with subsidiary bank |
$ | 598 | $ | 388 | ||||
Investment in subsidiary bank |
51,596 | 51,858 | ||||||
Securities available-for-sale |
128 | 69 | ||||||
Other assets |
192 | 207 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 52,514 | $ | 52,522 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Total liabilities |
$ | 103 | $ | 69 | ||||
Total shareholders equity |
52,411 | 52,453 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 52,514 | $ | 52,522 | ||||
|
|
|
|
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
CONDENSED STATEMENTS OF INCOME |
||||||||||||
Interest on securities |
$ | 2 | $ | 2 | $ | 1 | ||||||
Dividends from subsidiary |
2,400 | 2,000 | 2,300 | |||||||||
|
|
|
|
|
|
|||||||
Total income |
2,402 | 2,002 | 2,301 | |||||||||
Operating expenses |
356 | 354 | 336 | |||||||||
|
|
|
|
|
|
|||||||
Income before taxes and undistributed equity income of subsidiary |
2,046 | 1,648 | 1,965 | |||||||||
Income tax benefit |
(121 | ) | (120 | ) | (115 | ) | ||||||
Equity earnings in subsidiary, net of dividends |
3,073 | 2,779 | 1,607 | |||||||||
|
|
|
|
|
|
|||||||
NET INCOME |
$ | 5,240 | $ | 4,547 | $ | 3,687 | ||||||
|
|
|
|
|
|
|||||||
COMPREHENSIVE INCOME |
$ | 1,920 | $ | 4,981 | $ | 4,244 | ||||||
|
|
|
|
|
|
52 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 CONDENSED PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)
(Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
CONDENSED STATEMENTS OF CASH FLOWS |
||||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 5,240 | $ | 4,547 | $ | 3,687 | ||||||
Adjustments to reconcile net income to cash provided by operations: |
||||||||||||
Equity earnings in subsidiary, net of dividends |
(3,073 | ) | (2,779 | ) | (1,607 | ) | ||||||
Change in other assets, liabilities |
42 | 49 | 48 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
2,209 | 1,817 | 2,128 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Purchase of investment securities |
(37 | ) | | | ||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
(37 | ) | | | ||||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Cash dividends paid |
(1,970 | ) | (1,969 | ) | (1,969 | ) | ||||||
Cash received from exercise of stock options |
8 | 5 | | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in financing activities |
(1,962 | ) | (1,964 | ) | (1,969 | ) | ||||||
|
|
|
|
|
|
|||||||
Increase (decrease) in cash |
210 | (147 | ) | 159 | ||||||||
Cash at beginning of year |
388 | 535 | 376 | |||||||||
|
|
|
|
|
|
|||||||
Cash at end of year |
$ | 598 | $ | 388 | $ | 535 | ||||||
|
|
|
|
|
|
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. |
2013 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, 2013 and December 31, 2012, by level within the fair value hierarchy. No liabilities are 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 and 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 | ||||||||||||
December 31, 2013 | ||||||||||||||||
Assets: |
||||||||||||||||
Securities available-for-sale |
||||||||||||||||
U.S. Treasury security |
$ | 997 | $ | | $ | | $ | 997 | ||||||||
U.S. Government agencies |
| 22,301 | | 22,301 | ||||||||||||
Mortgage-backed securities of government agencies |
| 54,535 | | 54,535 | ||||||||||||
Asset-backed securities of government agencies |
| 2,775 | | 2,775 | ||||||||||||
State and political subdivisions |
| 16,447 | | 16,447 | ||||||||||||
Corporate bonds |
| 4,539 | | 4,539 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt securities |
997 | 100,597 | | 101,594 | ||||||||||||
Equity securities |
128 | | | 128 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available-for-sale securities |
$ | 1,125 | $ | 100,597 | $ | | $ | 101,722 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2012 | ||||||||||||||||
Assets: |
||||||||||||||||
Securities available-for-sale |
||||||||||||||||
U.S. Treasury security |
$ | 100 | $ | | $ | | $ | 100 | ||||||||
U.S. Government agencies |
| 35,980 | | 35,980 | ||||||||||||
Mortgage-backed securities of government agencies |
| 69,039 | | 69,039 | ||||||||||||
Asset-backed securities of government agencies |
| 2,823 | | 2,823 | ||||||||||||
State and political subdivisions |
| 16,883 | | 16,883 | ||||||||||||
Corporate bonds |
| 4,397 | | 4,397 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt securities |
100 | 129,122 | | 129,222 | ||||||||||||
Equity securities |
69 | | | 69 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available-for-sale securities |
$ | 169 | $ | 129,122 | $ | | $ | 129,291 | ||||||||
|
|
|
|
|
|
|
|
54 2013 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, 2013 and December 31, 2012, by level within the fair value hierarchy. Impaired loans and other real estate 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.
The fair value of MSRs is based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates discounted cash flow and repayment assumptions based on managements best judgment. As a result, these rights are measured at fair value on a nonrecurring basis and are classified within Level III of the fair value hierarchy.
(Dollars in thousands) |
Level I | Level II | Level III | Total | ||||||||||||
December 31, 2013 | ||||||||||||||||
Assets measured on a nonrecurring basis: |
||||||||||||||||
Impaired loans |
$ | | $ | | $ | 9,856 | $ | 9,856 | ||||||||
Mortgage servicing rights |
| | 225 | 225 | ||||||||||||
December 31, 2012 | ||||||||||||||||
Assets measured on a nonrecurring basis: |
||||||||||||||||
Impaired loans |
$ | | $ | | $ | 9,412 | $ | 9,412 | ||||||||
Other real estate owned |
| | 25 | 25 | ||||||||||||
Mortgage servicing rights |
| | 214 | 214 |
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, 2013 | ||||||||||
Impaired loans |
$ | 8,663 | Discounted cash flow | Remaining term Discount rate | 3 mos to 29 yrs / (62 mos) 7.1% to 12% / (7.5%) | |||||
1,193 | Appraisal of collateral1,3 | Appraisal adjustments2 Liquidation expense2 | 20% to 25% 10% | |||||||
Mortgage servicing rights |
225 | Discounted cash flow | Remaining term Discount rate | 12 mos to 30 yrs / (244 mos) 1.5% / (1.5%) |
2013 Report to Shareholders | CSB Bancorp, Inc. 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 FAIR VALUE MEASUREMENTS (CONTINUED)
Quantitative Information about Level III Fair Value Measurements | ||||||||||
(Dollars in thousands) |
Fair Value Estimate |
Valuation Techniques |
Unobservable Input |
Range (Weighted Average) | ||||||
December 31, 2012 | ||||||||||
Impaired loans |
$ | 7,260 | Discounted cash flow | Remaining term Discount rate | 4 mos to 29 yrs / (74 mos) 7.5% to 12% / (7.8%) | |||||
2,152 | Appraisal of collateral1,3 | Appraisal adjustments2 Liquidation expense2 | 20% to 35% 10% | |||||||
Other real estate owned |
25 | Appraisal of collateral1,3 | Management discount for property type3 | 0% to 67% | ||||||
Mortgage servicing rights |
214 | Discounted cash flow | Remaining term Discount rate | 24 mos to 30 yrs / (244 mos) 1.5% / (1.5%) |
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. |
3 | Includes qualitative adjustments by management and estimated liquidation expenses. |
NOTE 15 FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair values of recognized financial instruments as of December 31 are as follows:
2013 | ||||||||||||||||||||
Carrying | Total Fair | |||||||||||||||||||
(Dollars in thousands) |
Value | Level I | Level II | Level III | Value | |||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 42,599 | $ | 42,599 | $ | | $ | | $ | 42,599 | ||||||||||
Securities available-for-sale |
101,722 | 1,125 | 100,597 | | 101,722 | |||||||||||||||
Securities held-to-maturity |
44,350 | | 42,643 | | 42,643 | |||||||||||||||
Restricted stock |
5,463 | | 5,463 | | 5,463 | |||||||||||||||
Net loans |
374,040 | | | 375,055 | 375,055 | |||||||||||||||
Bank-owned life insurance |
9,551 | 9,551 | | | 9,551 | |||||||||||||||
Accrued interest receivable |
1,374 | 1,374 | | | 1,374 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Deposits |
$ | 480,933 | $ | 346,589 | $ | | $ | 135,106 | $ | 481,695 | ||||||||||
Short-term borrowings |
48,671 | 48,671 | | | 48,671 | |||||||||||||||
Other borrowings |
12,459 | | | 12,559 | 12,559 | |||||||||||||||
Accrued interest payable |
96 | 96 | | | 96 |
56 2013 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
2012 | ||||||||||||||||||||
Carrying | Total Fair | |||||||||||||||||||
(Dollars in thousands) |
Value | Level I | Level II | Level III | Value | |||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 66,878 | $ | 66,878 | $ | | $ | | $ | 66,878 | ||||||||||
Securities available-for-sale |
129,291 | 169 | 129,122 | | 129,291 | |||||||||||||||
Restricted stock |
5,463 | | 5,463 | | 5,463 | |||||||||||||||
Net loans |
360,000 | | | 367,028 | 367,028 | |||||||||||||||
Bank-owned life insurance |
8,298 | 8,298 | | | 8,298 | |||||||||||||||
Accrued interest receivable |
1,317 | 1,317 | | | 1,317 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Deposits |
$ | 475,443 | $ | 317,369 | $ | | $ | 159,573 | $ | 476,942 | ||||||||||
Short-term borrowings |
43,992 | 43,992 | | | 43,992 | |||||||||||||||
Other borrowings |
12,672 | | | 13,772 | 13,772 | |||||||||||||||
Accrued interest payable |
135 | 135 | | | 135 |
For purposes of the above disclosures of estimated fair value, the following assumptions are used:
Cash and cash equivalents; Accrued interest receivable; 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 II.
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.
2013 Report to Shareholders | CSB Bancorp, Inc. 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
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 has unrecognized financial instruments at December 31, 2013 and 2012. These financial instruments relate to commitments to extend credit and letters of credit. The aggregated contract amount of such financial instruments was approximately $120.3 million at December 31, 2013 and $107.4 million at December 31, 2012. 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 and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
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, 2013 and 2012.
(Dollars in thousands) |
Pretax | Tax Effect | After-tax | Affected Line Item in the Consolidated Statements of Income | ||||||||||
Balance as of December 31, 2012 |
$ | 2,823 | $ | (959 | ) | $ | 1,864 | |||||||
Unrealized holding loss on available-for-sale securities arising during the period |
(3,195 | ) | 1,086 | (2,109 | ) | |||||||||
Amount reclassified for net gains included in net income |
(159 | ) | 54 | (105 | ) | (a) (b) | ||||||||
Unrealized loss on securities transferred from available-for-sale to held-to-maturity |
(1,931 | ) | 657 | (1,274 | ) | |||||||||
Amortization of held-to-maturity discount resulting from transfer |
255 | (87 | ) | 168 | ||||||||||
|
|
|
|
|
|
|||||||||
Total other comprehensive loss |
(5,030 | ) | 1,710 | (3,320 | ) | |||||||||
|
|
|
|
|
|
|||||||||
BALANCE AS OF DECEMBER 31, 2013 |
$ | (2,207 | ) | $ | 751 | $ | (1,456 | ) | ||||||
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2011 |
$ | 2,166 | $ | (736 | ) | $ | 1,430 | |||||||
Unrealized holding gain on available-for-sale securities arising during the period |
657 | (223 | ) | 434 | ||||||||||
|
|
|
|
|
|
|||||||||
Total other comprehensive income |
657 | (223 | ) | 434 | ||||||||||
|
|
|
|
|
|
|||||||||
BALANCE AS OF DECEMBER 31, 2012 |
$ | 2,823 | $ | (959 | ) | $ | 1,864 | |||||||
|
|
|
|
|
|
(a) | Securities gain, net. |
(b) | Federal income tax provision. |
58 2013 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 |
|||||||||||||||
2013 |
||||||||||||||||||||
First quarter |
$ | 5,300 | $ | 4,692 | $ | 1,362 | $ | 0.50 | $ | 0.50 | ||||||||||
Second quarter |
5,173 | 4,592 | 1,247 | 0.45 | 0.45 | |||||||||||||||
Third quarter |
5,235 | 4,677 | 1,407 | 0.51 | 0.51 | |||||||||||||||
Fourth quarter |
5,430 | 4,922 | 1,224 | 0.45 | 0.45 | |||||||||||||||
2012 |
||||||||||||||||||||
First quarter |
$ | 5,132 | $ | 4,313 | $ | 1,055 | $ | 0.39 | $ | 0.39 | ||||||||||
Second quarter |
5,151 | 4,397 | 1,141 | 0.41 | 0.41 | |||||||||||||||
Third quarter |
5,148 | 4,426 | 1,231 | 0.45 | 0.45 | |||||||||||||||
Fourth quarter |
5,153 | 4,470 | 1,120 | 0.41 | 0.41 |
2013 Report to Shareholders | CSB Bancorp, Inc. 59
OFFICERS OF THE COMMERCIAL AND SAVINGS BANK
60 2013 Report to Shareholders | CSB Bancorp, Inc.
SHAREHOLDERS AND GENERAL INQUIRIES
Stock Listing Common Symbol: CSBB
CORPORATE OFFICE | ||
91 North Clay Street, Millersburg, Ohio | 330-674-9015 or 800-654-9015 |
2013 Report to Shareholders | CSB Bancorp, Inc. 61
62 2013 Report to Shareholders | CSB Bancorp, Inc.
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 6, 2014, 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, 2013.
/s/ S.R. Snodgrass P.C. |
Wexford, Pennsylvania |
March 25, 2014 |
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 registrants 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)) 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 annual 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: March 25, 2014
/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 registrants 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)) 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 annual 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: March 25, 2014
/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, 2013, 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 25, 2014
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, 2013, 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 25, 2014
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