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, 2014
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, 2014, the aggregate market value of the voting common equity held by non-affiliates of the registrant, based on a share price of $20.23 per common share (such price being the last trade price on such date) was $49.6 million.
At March 23, 2015, there were outstanding 2,739,405 of the registrants common shares, $6.25 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of CSB Bancorp Inc.s 2014 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 23, 2015 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. The Companys market area experienced increasing economic activity in 2014 following five years of comparatively slow recovery. Unemployment levels in Holmes County, reported at 2.9% in December 2014, 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 2014 and 2013.
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Residential real estate values have slowly recovered with low mortgage rates and high affordability. Consumer spending on durable goods, such as autos grew, helped by job growth, available financing and the near record age of existing vehicle stock. The Federal Reserve Bank of Cleveland reported during 2013 and 2014 that a large portion of Ohios growth activity is in manufacturing and energy-related industries. The Companys market is adjacent to areas of significant shale activity. If oil prices were to experience a sustained decline, mining and manufacturing jobs in the oil and gas business, which had been expanding in the previous two years, may also decline
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 if any, 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 occurs.
Commercial loan rates are variable as well as fixed, and include operating lines of credit and term loans made to small businesses, primarily based on their ability to repay the loan from the cash flow of the business. Business assets such as equipment, accounts receivable and inventory typically secure such loans. When the borrower is not an individual, the Bank generally obtains the personal guarantee of the business owner. These loans typically involve larger loan balances, are generally dependent on the cash flow of the business and thus may be subject to a greater extent to adverse conditions in the general economy or in a specific industry. Management reviews the 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 as-completed 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 repay 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, 2014, 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, 2014, the Company had 186 employees, 146 of which were employed on a full-time basis. CSB has no separate employees not also employed by the Bank. No employees are covered by collective bargaining agreements. Employees are provided benefit programs, some of which are contributory. Management considers its employee relations to be good.
Competition
The Bank operates in a highly competitive industry due, in part, to Ohio law permitting statewide branching by banks, savings and loan associations and credit unions. Ohio and federal law also permit nationwide interstate banking. In its primary market area of Holmes, Tuscarawas, Wayne, Stark and surrounding Ohio counties, the Bank competes for new deposit dollars and loans with other commercial banks, including both large regional banks and smaller community banks, as well as savings and loan associations, credit unions, finance companies, insurance companies, brokerage firms and investment companies.
Competition within the financial service industry continues to increase as a result of mergers between, and expansion of, financial service providers within and outside of the Banks primary market areas. In addition, securities firms and insurance companies that have elected to become financial holding companies may acquire commercial banks and other financial institutions, which can create additional competitive pressure.
Investor Relations
The 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 100 F Street NE, Washington DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. These filings are also available on the 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 a bank holding company that has registered with the Federal Reserve Board (FRB) as a financial holding company under the Bank Holding Company Act, as amended (the BHC Act). Pursuant to the Gramm-Leach-Bliley Act of 1999 (GLBA), a bank holding company may become a financial holding company if each of its subsidiary banks is well-capitalized under regulatory prompt corrective action provisions, is well-managed, and has at least a satisfactory rating under the Community Reinvestment Act (CRA) by filing a declaration with the FRB that the bank holding company wishes to become a financial holding company. CSB has been a financial holding company since 2005. No prior regulatory approval is required for a financial holding company to acquire certain companies, other than banks and savings associations, that are financial in nature as determined by the FRB.
GLBA defines financial in nature to include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency activities; merchant banking activities; and activities that the FRB has determined to be closely related to banking. Bank subsidiaries of a financial holding company must continue to be well-capitalized and well-managed in order to continue to engage in activities that are 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.
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As a bank holding company and financial holding company, CSB is subject to regulation, examination and supervision by the FRB under the BHC Act. CSB is also subject to the disclosure and regulatory requirements of the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, as administered by the SEC.
The Bank, as an Ohio state-chartered bank and member of the Federal Reserve System, is subject to regulation, supervision, and examination by the Ohio Division of Financial Institutions and the FRB. Because the FDIC insures its deposits, the Bank is also subject to certain regulations of that federal agency. The FDIC is an independent federal agency which insures the deposits, up to prescribed statutory limits, of federally-insured banks and savings associations and safeguards the safety and soundness of the financial institution industry. The 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. In addition, the Bank is subject to regulations promulgated by the Consumer Financial Protection Bureau (the CFPB) established by the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010 (the Dodd-Frank Act).
The earnings, dividends and other aspects of the operations and activities of CSB and the Bank are affected by state and federal laws and regulations, and by policies of various regulatory authorities. These policies include, for example, statutory maximum lending rates, requirements on maintenance of reserves against deposits, domestic monetary policies of the FRB, United States fiscal and economic policies, international currency regulations and monetary policies, certain restrictions on relationships with many phases of the securities business and capital adequacy and liquidity restraints.
The following information describes selected federal and state statutory and regulatory provisions that have, or could have, a material impact on the 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 Act. The Dodd-Frank Act created many new restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions. The Company is closely monitoring all relevant sections of the Dodd-Frank Act to ensure continued compliance with these regulatory requirements.
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 Bank Holding Companies
As a bank holding company and 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.
The FRB has extensive enforcement authority over bank holding companies, including the ability to assess civil money penalties, issue cease and desist orders and require that a bank holding company divest subsidiaries (including subsidiary banks). The FRB may initiate enforcement actions for violations of laws and regulations, and for unsafe and unsound practices. Under FRB policies, a bank holding company is expected to act as a source of strength to its subsidiary banks and to commit resources to support those subsidiary banks. Under this policy, the FRB may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank.
The BHC Act requires the prior approval of the FRB in cases where a bank holding company proposes to acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by it, acquire all or substantially all of the assets of another bank or another financial or bank holding company, or merge or consolidate with any other financial or bank holding company.
The FRB also regulates and provides limitations on transactions between affiliates of a bank holding company, loans to directors and officers of bank affiliates, securities transactions and liability for losses incurred by commonly controlled banks in certain circumstances.
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Regulatory Capital
The FRB has adopted risk-based capital guidelines for bank holding companies and state member banks, designed to absorb losses. The guidelines provide a systematic analytical framework, which makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy and minimizes disincentives to holding liquid, low-risk assets. Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.
Prior to January 1, 2015, the guidelines included a minimum for the ratio of total capital to risk-weighted assets of 8%, with at least half of the ratio composed 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, less goodwill and certain other intangible assets (known as Tier 1 risk-based capital). The guidelines also provided for a minimum ratio of Tier 1 capital to average assets, or leverage ratio, of 3% for financial holding companies and bank holding companies that meet certain criteria, including having the highest regulatory rating, and 4% for all other financial holding companies and bank holding companies.
The risk-based capital guidelines adopted by the federal banking agencies are based on the International Convergence of Capital Measurement and Capital Standard (Basel I), published by the Basel Committee on Banking Supervision in 1988. The new Basel III Capital Rules (Basel III) became effective on January 1, 2015, whereas a new capital conservation buffer and deductions from common equity capital phase in from January 1, 2016, through January 1, 2019, and most deductions from common equity tier 1 capital will phase in from January 1, 2015, through January 1, 2019.
The new rules include (a) a new common equity tier 1 capital ratio of at least 4.5 percent, (b) a Tier 1 capital ratio of at least 6.0 percent, rather than the former 4.0 percent, (c) a minimum total capital ratio that remains at 8.0 percent, and (d) a minimum leverage ratio of 4%.
Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.
Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions.
Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for loan and lease losses, subject to new eligibility criteria, less applicable deductions.
The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organizations own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels). The deductions phase in from 2015 through 2019.
Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Some of the risk weightings have been changed effective January 1, 2015.
The new rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5 percent composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5 percent at the beginning of the quarter. The capital conservation buffer phases in starting on January 1, 2016, at .625%.
The implementation of Basel III is not expected to have a material impact on CSBs or the Banks capital ratios.
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Prompt Corrective Action
The federal banking agencies have established a system of prompt corrective action to resolve certain of the problems of undercapitalized institutions. This system is based on five capital level categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.
The federal banking agencies may (or in some cases must) take certain supervisory actions depending upon a 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.
Effective January 1, 2015, in order to be well-capitalized, a bank must have a common equity tier 1 capital ratio of 6.5%, a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8% and a leverage ratio of at least 5%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.
As of December 31, 2014, the Bank met the ratio requirements in effect at that date to be deemed well-capitalized. See Note 12 of the Notes to Consolidated Financial Statements located on page 51 of CSBs 2014 Annual Report, which is incorporated herein by reference. Management of the Company believes the Bank also meets the capital requirements to be deemed well-capitalized under the new guidelines.
Deposit Insurance
Substantially all of the deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund of the FDIC, and the Bank is assessed 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 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. These policies are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. CSB is particularly affected by the policies of the FRB, which has regulatory authority over the supply of money and credit in the United States.
The monetary policies of the FRB have had a significant effect on the operating results of financial institutions in the past and are expected to continue to have significant effects in the future. In view of the changing conditions in the economy, the money markets and the activities of monetary and fiscal authorities, the Company can make no definitive predictions as to future changes in interest rates, credit availability or deposit levels.
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Limits on Dividends and Other Payments
There are various legal limitations on the extent to which subsidiary banks may finance or otherwise supply funds to their parent holding companies. Under applicable federal and state laws, subsidiary banks may not, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, their bank holding companies. Subsidiary banks are also subject to collateral security requirements for any loan or extension of credit permitted by such exceptions.
Payments of dividends by the Bank are limited by applicable state and federal laws and regulations. The ability of CSB to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends that may be declared by the Bank. However, the FRB expects CSB to serve as a source of strength for the Bank and may require CSB to retain capital for further investment in the Bank, rather than pay dividends to CSB shareholders. Payment of dividends by the Bank may be restricted at any time at the discretion of its applicable regulatory authorities, if they deem such dividends to constitute an unsafe or unsound banking practice. These provisions could have the effect of limiting 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, 2014, approximately $9.5 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 2014 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 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 to be compliant with the requirements of the Patriot Act.
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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. CSB is exempt from the requirement for external accountant attestation on internal controls, pursuant to provisions of the Dodd-Frank Act. Managements assessment of internal controls over financial reporting is located on page 23 of the CSB 2014 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.
The companys board and management believe its policies and procedures related to Executive and Incentive Compensation are compliant with the Joint Guidance.
Future Legislation
Various and significant legislation affecting financial institutions and the financial industry is from time to time introduced by the U.S. Congress, 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 2014 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 2014 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 2014 Annual Report is incorporated by reference herein.
Investment Portfolio
The following is a schedule of the fair value of securities at December 31:
(Dollars in thousands) | 2014 | 2013 | 2012 | |||||||||
Securites available-for-sale, at fair value |
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U.S. Treasury security |
$ | 1,000 | $ | 997 | $ | 100 | ||||||
U.S. Government agencies |
25,079 | 22,301 | 35,980 | |||||||||
Mortgage-backed securities of government agencies |
48,347 | 54,300 | 68,695 | |||||||||
Other mortgage-backed securities |
141 | 235 | 344 | |||||||||
Asset-backed securities of government agencies |
2,604 | 2,775 | 2,823 | |||||||||
State and political subdivisions |
18,267 | 16,447 | 16,883 | |||||||||
Corporate bonds |
4,542 | 4,539 | 4,397 | |||||||||
Equity securities |
128 | 128 | 69 | |||||||||
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Total |
$ | 100,108 | $ | 101,722 | $ | 129,291 | ||||||
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Securities held-to-maturity, at fair value |
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U.S. Government agencies |
$ | 16,635 | $ | 18,358 | $ | | ||||||
Mortgage-backed securities of government agencies |
22,315 | 24,285 | | |||||||||
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Total |
$ | 38,950 | $ | 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, 2014:
One Year or Less | After One Year Through Five Years |
Maturing After Five Years Through Ten Years |
After Ten Years | Total | ||||||||||||||||||||||||||||||||||||
(Dollars in thousands) | Amortized Cost |
Yield | Amortized Cost |
Yield | Amortized Cost |
Yield | Amortized Cost |
Yield | Amortized Cost |
Yield | ||||||||||||||||||||||||||||||
Available-for-sale: |
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U.S. Treasury |
$ | | | % | $ | 1,004 | 0.72 | % | $ | | | % | $ | | | % | $ | 1,004 | 0.72 | % | ||||||||||||||||||||
U.S. Government agencies |
2,000 | 0.49 | 10,007 | 1.54 | 13,221 | 1.83 | | | 25,228 | 1.61 | ||||||||||||||||||||||||||||||
Mortgage-backed securities of government agencies |
108 | 1.81 | 3 | 6.16 | 2,205 | 2.31 | 45,380 | 2.47 | 47,696 | 2.47 | ||||||||||||||||||||||||||||||
Other mortgage-backed securities |
| | 139 | 5.32 | | | | | 139 | 5.32 | ||||||||||||||||||||||||||||||
Asset-backed securities of government agencies |
| | | | | | 2,606 | 0.99 | 2,606 | 0.99 | ||||||||||||||||||||||||||||||
State and political subdivisions |
1,543 | 3.33 | 6,138 | 2.98 | 7,288 | 2.75 | 2,909 | 2.97 | 17,878 | 2.92 | ||||||||||||||||||||||||||||||
Corporate bonds |
998 | 1.74 | 2,930 | 2.32 | 575 | 1.03 | | | 4,503 | 2.03 | ||||||||||||||||||||||||||||||
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Total |
$ | 4,649 | 1.73 | % | $ | 20,221 | 2.08 | % | $ | 23,289 | 2.14 | % | $ | 50,895 | 2.42 | % | $ | 99,054 | 2.26 | % | ||||||||||||||||||||
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Held-to-maturity: |
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U.S. Government agencies |
$ | | | % | $ | | | % | $ | 8,692 | 2.22 | % | $ | 7,651 | 2.26 | % | $ | 16,343 | 2.24 | % | ||||||||||||||||||||
Mortgage-backed securities of government agencies |
| | | | | | 21,973 | 1.85 | 21,973 | 1.85 | ||||||||||||||||||||||||||||||
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Total |
$ | | | % | $ | | | % | $ | 8,692 | 2.22 | % | $ | 29,624 | 1.95 | % | $ | 38,316 | 2.01 | % | ||||||||||||||||||||
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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) | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||
Commercial |
$ | 123,813 | $ | 117,478 | $ | 104,899 | $ | 89,828 | $ | 78,540 | ||||||||||
Commercial real estate |
139,695 | 129,828 | 119,192 | 106,332 | 104,829 | |||||||||||||||
Residential real estate |
121,684 | 111,445 | 110,412 | 103,518 | 108,832 | |||||||||||||||
Construction and land development |
17,446 | 13,444 | 23,358 | 18,061 | 16,515 | |||||||||||||||
Consumer |
7,913 | 6,687 | 6,480 | 6,216 | 6,715 | |||||||||||||||
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Total loans |
$ | 410,551 | $ | 378,882 | $ | 364,341 | $ | 323,955 | $ | 315,431 | ||||||||||
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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, 2014:
Maturing | ||||||||||||||||
(Dollars in thousands) | One Year or Less |
One Through Five Years |
After Five Years |
Total | ||||||||||||
Commercial |
$ | 60,818 | $ | 29,479 | $ | 33,516 | $ | 123,813 | ||||||||
Commercial real estate |
1,241 | 14,412 | 124,042 | 139,695 | ||||||||||||
Construction and land development |
6,035 | 110 | 11,301 | 17,446 | ||||||||||||
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Total |
$ | 68,094 | $ | 44,001 | $ | 168,859 | $ | 280,954 | ||||||||
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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, 2014.
(Dollars in thousands) | Fixed Rate | Variable Rate | ||||||
Total commercial, commercial real estate and construction and land development loans due after one year |
$ | 34,489 | $ | 178,371 |
The following schedule summarizes nonaccrual, past due and restructured loans.
(Dollars in thousand) | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||
Loans accounted for on a nonaccural basis |
$ | 3,668 | $ | 2,234 | $ | 3,206 | $ | 2,908 | $ | 3,905 | ||||||||||
Accruing loans that are contractually past due 90 days or more as to interest or principal payments |
281 | 1,036 | 131 | 581 | 685 | |||||||||||||||
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Total |
$ | 3,949 | $ | 3,270 | $ | 3,337 | $ | 3,489 | $ | 4,590 | ||||||||||
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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) | 2014 | 2013 | 2012 | |||||||||
Loans acquired with credit imparment |
$ | | $ | | $ | | ||||||
Total recorded investment of impaired loans |
9,219 | 10,655 | 10,210 | |||||||||
Less portion for which no allowance for loan loss is allocated |
7,724 | 907 | 1,975 | |||||||||
Portion of impaired loan balance for which an allowance for loan losses is allocated |
1,495 | 9,748 | 8,235 | |||||||||
Portion of allowance for loan losses allocated to the impaired loan balance at December 31 |
184 | 784 | 779 |
For the year ended December 31, 2014, interest income recognized on impaired loans amounted to $359 thousand, while $559 thousand would have been recognized had the loans been performing under their contractual terms. 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.
Impaired loans are comprised of commercial, commercial real estate and residential real estate loans, and are carried at the present value of expected cash flows discounted at the 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, 2014, 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, 2014, these amounts, including impaired and nonperforming loans, amounted to $10.4 million of substandard loans and $0 doubtful loans.
As of December 31, 2014, 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) | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||
LOANS |
||||||||||||||||||||
Average loans outstanding during period |
$ | 405,973 | $ | 374,821 | $ | 342,868 | $ | 318,781 | $ | 313,549 | ||||||||||
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ALLOWANCE FOR LOAN LOSSES |
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Balance at beginning of period |
$ | 5,085 | $ | 4,580 | $ | 4,082 | $ | 4,031 | $ | 4,060 | ||||||||||
Loans charged-off: |
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Commercial |
(1,005 | ) | (190 | ) | (29 | ) | (487 | ) | (479 | ) | ||||||||||
Commercial real estate |
(379 | ) | (108 | ) | (283 | ) | (68 | ) | (187 | ) | ||||||||||
Residential real estate |
(27 | ) | (82 | ) | (106 | ) | (297 | ) | (488 | ) | ||||||||||
Construction and land development |
| | | (41 | ) | (143 | ) | |||||||||||||
Consumer |
(11 | ) | (48 | ) | (89 | ) | (121 | ) | (92 | ) | ||||||||||
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Total loans charged-off |
(1,422 | ) | (428 | ) | (507 | ) | (1,014 | ) | (1,389 | ) | ||||||||||
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Recoveries of loans previously charged-off: |
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Commercial |
28 | 25 | 16 | 38 | 93 | |||||||||||||||
Commercial real estate |
8 | | | | | |||||||||||||||
Residential real estate |
25 | 18 | 102 | 19 | | |||||||||||||||
Construction and land development |
| | | | | |||||||||||||||
Consumer |
14 | 50 | 64 | 58 | 32 | |||||||||||||||
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Total loans recoveries |
75 | 93 | 182 | 115 | 125 | |||||||||||||||
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Net loans charged-off |
(1,347 | ) | (335 | ) | (325 | ) | (899 | ) | (1,264 | ) | ||||||||||
Provision charged to operating expense |
643 | 840 | 823 | 950 | 1,235 | |||||||||||||||
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Balance at end of period |
$ | 4,381 | $ | 5,085 | $ | 4,580 | $ | 4,082 | $ | 4,031 | ||||||||||
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Ratio of net charge-offs to average loans outstanding for period |
0.33 | % | 0.09 | % | 0.09 | % | 0.28 | % | 0.40 | % |
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 |
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December 31, 2014 | December 31, 2013 | December 31, 2012 | December 31, 2011 | December 31, 2010 | ||||||||||||||||||||||||||||||||||||
Commercial |
$ | 1,289 | 30.16 | % | $ | 1,219 | 31.00 | % | $ | 933 | 28.79 | % | $ | 1,024 | 27.73 | % | $ | 1,179 | 24.90 | % | ||||||||||||||||||||
Commercial real estate |
1,524 | 34.02 | 1,872 | 34.27 | 1,902 | 32.71 | 1,673 | 32.82 | 1,183 | 33.23 | ||||||||||||||||||||||||||||||
Residential real estate |
1,039 | 29.64 | 1,205 | 29.41 | 1,096 | 30.30 | 894 | 31.95 | 1,057 | 34.50 | ||||||||||||||||||||||||||||||
Construction & land development |
142 | 4.25 | 178 | 3.55 | 253 | 6.41 | 180 | 5.58 | 213 | 5.24 | ||||||||||||||||||||||||||||||
Consumer |
60 | 1.93 | 91 | 1.77 | 76 | 1.79 | 78 | 1.92 | 80 | 2.13 | ||||||||||||||||||||||||||||||
Unallocated |
327 | 520 | 320 | 233 | 319 | |||||||||||||||||||||||||||||||||||
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Total |
$ | 4,381 | 100.00 | % | $ | 5,085 | 100.00 | % | $ | 4,580 | 100.00 | % | $ | 4,082 | 100.00 | % | $ | 4,031 | 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 | Average Rate Paid | |||||||||||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
(Dollars in thousands) | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||||||
Noninterest-bearing demand |
$ | 124,525 | $ | 106,769 | $ | 91,148 | N/A | N/A | N/A | |||||||||||||||
Interest-bearing demand |
73,307 | 70,648 | 63,346 | 0.05 | % | 0.06 | % | 0.08 | % | |||||||||||||||
Savings deposits |
151,822 | 141,638 | 135,035 | 0.09 | 0.10 | 0.17 | ||||||||||||||||||
Time deposits |
129,676 | 149,340 | 163,997 | 0.77 | 1.03 | 1.25 | ||||||||||||||||||
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Total deposits |
$ | 479,330 | $ | 468,395 | $ | 453,526 | ||||||||||||||||||
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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, 2014:
(Dollars in thousands) | ||||
Three months or less |
$ | 5,986 | ||
Over three through six months |
15,852 | |||
Over six through twelve months |
13,240 | |||
Over twelve months |
8,052 | |||
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Total |
$ | 43,130 | ||
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Return on Equity and Assets
2014 | 2013 | 2012 | ||||||||||
Return on average assets |
0.97 | % | 0.90 | % | 0.80 | % | ||||||
Return on average shareholders equity |
10.60 | 9.93 | 8.85 | |||||||||
Dividend payout ratio |
34.42 | 37.60 | 43.30 | |||||||||
Average shareholders equity to average assets |
9.18 | 9.08 | 9.10 |
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) | 2014 | 2013 | 2012 | |||||||||
Securities sold under agreements to repurchase, federal funds purchased and short-term advances at year-end |
$ | 46,627 | $ | 48,671 | $ | 43,992 | ||||||
Average balance outstanding |
51,855 | 45,330 | 40,893 | |||||||||
Maximum outstanding at any month end during the year |
63,717 | 48,671 | 43,992 | |||||||||
Weighted-average interest rate at year-end |
0.14 | % | 0.15 | % | 0.20 | % | ||||||
Weighted-average rate during the year |
0.15 | 0.15 | 0.22 |
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 be affected by 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 movement off 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 the Company. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond the 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 Financial Accounting Standards board (FASB) is currently finalizing amendments to proposed guidance on the impairment of financial instruments. The proposed amendments would introduce a new impairment model based on expected losses rather than incurred losses. Under this current expected credit loss model (CECL), an entity would recognize as an allowance its estimate of the contractual cash flows not expected to be collected. FASB staff has begun drafting a final Accounting Standards Update for Financial Instruments-Credit Losses but the Board has yet to discuss the effective date of its proposed amendments to the current guidance on accounting for credit losses. The final guidance may require the Company to maintain a larger allowance for loan losses in the future than existing guidance currently requires.
The Company has significant exposure to risks associated with commercial and commercial real estate loans.
As of December 31, 2014, approximately 64% 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.
17
If the Company forecloses on collateral property and owns the underlying real estate, the Company may be subject to the increased costs associated with the ownership of real property, resulting in reduced income.
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.
In addition, when the Company forecloses on real property, the amount the Company realizes after a default is dependent upon factors outside of the Companys control, including, but not limited to, economic conditions, neighborhood real estate values, interest rates, real estate taxes, operating expenses of the mortgaged properties, zoning laws, governmental rules, regulations and fiscal policies, and acts of God. Certain expenditures associated with the ownership of real estate, principally real estate taxes and maintenance costs, may adversely affect the income from the real estate. Therefore, the cost of operating real property may exceed the rental income earned from such property, and the Company may have to sell the property at a loss. The foregoing expenditures could adversely affect the Companys financial condition and results of operations.
The Company is subject to liquidity risk.
The Company requires liquidity to extend credit and repay liabilities on a timely basis at a reasonable cost. The 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 portion of its assets are loans, which cannot be called or sold in the same time frame. The Company historically has been able to replace maturing deposits and advances as necessary, but it might not be able to readily replace such funds in the future, if a large number of its depositors sought to withdraw their accounts, regardless of the reason. A failure to maintain adequate liquidity could have a material adverse effect on the Companys business, financial condition or results of operations.
The Companys business strategy includes planned growth
The Companys ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business opportunities. There can be no assurance when or if such growth opportunities will be available.
Over the past seven years, the Companys growth has been accomplished through a combination of organic growth, de novo branching and acquisitions. The Company may acquire other financial institutions or parts of institutions in the future, open new branches, and consider new lines of business and new products or services. Such expansions of its business may involve a number of expenses and risks, generally not attendant with organic growth efforts.
Failure to manage the 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. The Company may need to raise additional capital in the future to support its business or to finance acquisitions, if any, or the Company may otherwise elect to raise additional capital in anticipation of future growth opportunities
The 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 the Companys control. There is no assurance that, if needed, CSB will be able to raise additional capital on favorable terms or at all. An inability to raise additional capital may have a material adverse effect on the Companys ability to expand operations, and on the Companys financial condition, results of operations and future prospects.
18
Strong competition within the market in which the Company operates could reduce its ability to attract and retain business.
Competition in the financial services industry is intense, as the Company competes with banks, credit unions, securities dealers, finance and insurance companies, mortgage brokers and investment advisors. As a result of their size and ability to achieve economies of scale, certain of the Companys competitors offer a broader range of products and services, or in some cases a lower cost operating model, than the Company can offer. The Companys ability to achieve its financial objectives will depend on its ability to deliver or expand product delivery systems and technology required by customers.
Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of the Companys computer systems or otherwise, could severely harm the Companys 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. 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, cause a loss of customer confidence, expose it to risks of litigation and liability or disrupt the Companys operations and may have a material adverse effect on the Companys business.
Potential misuse of funds or information by the Companys employees or by third parties could result in damage to its clients for which the Company could be held liable, subject the Company to regulatory sanctions and otherwise adversely affect the Companys financial condition and results of operations.
The Companys employees handle a significant amount of funds, as well as financial and personal information. Although the Company has implemented systems to minimize the risk of fraudulent taking or misuse of funds or information, there can be no assurance that its controls will be adequate or that a taking or misuse of funds or information by employees, by third parties who have authorized access to funds or information, or by third parties who are able to access funds or information without authorization will never occur. The Company could be held liable for such an event and could also be subject to regulatory sanctions. The Company could also incur the expense of developing additional controls to prevent future such occurrences. Although the Company has insurance to cover such potential losses, the Company cannot provide assurance that such insurance will be adequate to meet any liability. In addition, any loss of trust or confidence placed in the Company by its clients could result in a loss of business, which could adversely affect the Companys financial condition and results of operations.
A failure in or breach of the Companys technology infrastructure, or those of third parties with whom the Company has relationships, could result in a material adverse effect on the Companys operations, reputation, cash flows, financial condition and results of operation.
The Company is very dependent upon the use of technology to operate its business. The Company processes a large number of transactions every day and maintains and transmits confidential client and employee information through its technology systems. Although the Company has instituted security systems and monitors, modifies and updates those systems periodically, those systems may fail to operate properly. Technology changes at a rapid pace, as do the threats to the continued operation and security of the Companys technology systems.
Most of the software applications the Company uses are licensed from, and supported, upgraded and maintained by, third parties. A suspension or termination of certain of the licenses or the related support, upgrades and maintenance could disrupt the 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 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.
19
The trading volume and price of CSBs common shares can be volatile.
CSBs common shares are very thinly traded and, therefore, susceptible to price swings. CSBs common shares are traded on the OTC market under the symbol CSBB; however, the investment community does not actively follow the CSBs common shares. Given the lower trading volume of CSBs common shares, significant sales of CSBs common shares, or the expectation of significant sales, could cause CSBs 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.
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, 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, significant declines in north central Ohio real estate values 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 as well as competitive factors. 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. 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.
20
Risks Related to Regulatory Environment and Legal Events
Legislative or regulatory changes or actions, or significant litigation, could adversely impact the Company or the businesses in which it is engaged.
The Company and its subsidiaries are subject to broad state and federal regulation, supervision and legislation that govern almost all aspects of its operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors and the Deposit Insurance Fund, and not to benefit the Companys shareholders. Changes to laws and regulations or other actions by regulatory agencies may negatively impact the Company or its ability to increase the value of its business. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by an institution and the adequacy of an 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 the Companys business activities, including lending, and the Companys ability to expand, either organically or through acquisitions. In addition, the new liquidity standards could require the Company to increase the Companys holdings of highly liquid short-term investments, thereby reducing the Companys ability to invest in longer-term assets even if longer-term assets are more desirable from a balance sheet management perspective.
The Dodd-Frank Act may adversely impact the Companys business, financial condition or results of operations.
The Dodd-Frank Act which was signed into law on July 21, 2010 represents a comprehensive overhaul of the financial services industry within the U.S. While a number of provisions of the Dodd-Frank Act have already been in place for a number of years, there are some provisions that still have not been fully implemented through the adoption of regulations and which may still significantly impact the Company in the future.
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.
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.
21
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, the financial position or shareholders equity of CSB. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder or affiliate of CSB is a party or has a material interest that is adverse to CSB or the Bank
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.
22
ISSUER PURCHASES OF EQUITY SECURITIES
On July 7, 2005 CSB filed a Current Report on Form 8-K with the SEC announcing that its Board of Directors approved a Stock Repurchase Program authorizing the repurchase of up to 10% of the Companys common shares then outstanding. Repurchases may be made from time to time as market and business conditions warrant, in the open market, through block purchases and in negotiated private transactions. The Company did not repurchase any of its common shares during 2014.
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, 2014, 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, 2009 in CSBs Common Shares and in each of the indicated indices and assumes reinvestment of dividends.
2009 | 2010 | 2011 | 2012 | 2013 | 2014 | |||||||||||||||||||
CSBB |
$ | 100 | $ | 107 | $ | 120 | $ | 127 | $ | 148 | $ | 177 | ||||||||||||
S & P 500 |
100 | 115 | 117 | 136 | 180 | 205 | ||||||||||||||||||
NASDAQ Bank |
100 | 111 | 104 | 123 | 174 | 182 |
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.
23
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Information contained in the section captioned 2014 Financial Review on pages 8 through 22 of the Annual Report is incorporated herein by reference.
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, 2014, 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
24
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 22, 2015 (the 2015 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 2015 Annual Meeting to be filed with the SEC (2015 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 2015 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 2015 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 Director 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 2015 Proxy Statement. These procedures have not materially changed from those described in CSBs definitive proxy materials for the 2015 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 2015 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 2015 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 2015 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 2015 Proxy Statement.
25
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 |
11,904 | $ | 18.00 | | ||||||||
Equity compensation plans not approved by stockholders |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total |
11,904 | $ | 18.00 | | ||||||||
|
|
|
|
|
|
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 2015 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 2015 Proxy Statement. There were no relationships where transactions exceeded $120,000 for the year ended December 31, 2014.
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 2015 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 2015 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 2014 Annual Report as noted:
Report of Independent Registered Public Accounting Firm (S.R. Snodgrass) pg. 24.
Consolidated Balance Sheets at December 31, 2014 and 2013pg. 25.
Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012pg. 26.
26
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012pg. 27.
Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2014, 2013 and 2012pg. 27.
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012pgs. 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. 2014 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 2014 Annual Report to Shareholders formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Changes in Shareholders Equity (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. |
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CSB BANCORP, INC. | ||||||
/s/ Eddie L. Steiner | ||||||
Date: March 23, 2015 | Eddie L. Steiner, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 23, 2015.
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. 2014 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 2014 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
NEW LEVELS OF
FOR THE YEAR ENDED DECEMBER 31 | 2014 | 2013 | % CHANGE | |||||||||
|
||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||
CONSOLIDATED RESULTS |
||||||||||||
Net interest income |
$ | 19,927 | $ | 18,883 | 6 | % | ||||||
Net interest income fully taxable-equivalent (FTE) basis |
20,212 | 19,190 | 5 | |||||||||
Noninterest income |
4,250 | 4,318 | -2 | |||||||||
Provision for loan losses |
643 | 840 | -23 | |||||||||
Noninterest expense |
15,082 | 14,848 | 2 | |||||||||
Net income
|
|
5,884
|
|
|
5,240
|
|
|
12
|
| |||
AT YEAR-END |
||||||||||||
Loans, net |
$ | 406,522 | $ | 374,040 | 9 | % | ||||||
Assets |
620,981 | 596,465 | 4 | |||||||||
Deposits |
500,075 | 480,933 | 4 | |||||||||
Shareholders equity |
57,450 | 52,411 | 10 | |||||||||
Cash dividends declared |
0.74 | 0.72 | 3 | |||||||||
Book value |
20.97 | 19.15 | 10 | |||||||||
Tangible book value |
19.02 | 17.15 | 11 | |||||||||
Market price |
22.00 | 19.00 | 16 | |||||||||
Basic and diluted earnings per share
|
|
2.15
|
|
|
1.91
|
|
|
13
|
| |||
FINANCIAL PERFORMANCE |
||||||||||||
Return on average assets |
0.97 | % | 0.90 | % | ||||||||
Return on average equity |
10.60 | 9.93 | ||||||||||
Net interest margin, FTE |
3.56 | 3.51 | ||||||||||
Efficiency ratio
|
|
61.46
|
|
|
63.01
|
|
||||||
CAPITAL RATIOS |
||||||||||||
Risk-based capital: |
||||||||||||
Tier 1 |
12.51 | % | 12.31 | % | ||||||||
Total |
13.56 | 13.56 | ||||||||||
Leverage |
8.51 | 8.21 |
2014 Report to Shareholders | CSB Bancorp, Inc. 3
DEAR FELLOW SHAREHOLDER:
2014 was another year of growth, improved financial performance and progress in key strategic initiatives. We are larger than we have ever been, generating record income, and building forward momentum in our markets.
The Companys average balance sheet size exceeded $600 million for the first time in its history. Net income of $5.9 million established a third consecutive record high. Our technology and talent development efforts continue to increase our effectiveness in the marketplace. In short, the CSB team is actively engaged in supporting our vision of building a company of enduring greatness.
CSBs stock delivered a total return of 20% during 2014, including dividend reinvestment and price appreciation. Our dividend remains very attractive, with an average yield of 3.67% when dividing total cash dividends paid by the average 2014 daily closing stock price. The dividend yield has been above 3.5% since before the financial crisis of 2007-08 and remains substantially stronger than state and national averages for financial stocks. Dividends are one reflection of our commitment to work hard at continually enhancing shareholder value.
HOW WE DO BUSINESS
Our business model remains community centric. The rural and urban areas in which we operate are at the core of our mission and strategy. Everything we do is intended in some way to enhance the well-being of these communities. We provide products and services that help customers accomplish their financial goals. We seek, hire and grow leadership from within the local markets. We keep the interests of our shareholders, many of whom are local investors, in mind as we conduct our operations.
Our six core values continue to guide our efforts. Profit Responsibility, Customer Service, Valued Employees, Honesty and Integrity, Enjoyment of Life and the privilege to work in the communities in which we live, and Growth as part of the lifeblood of our future provide the time-tested framework for all that we do. As the industry continues to change, these core values will continue to guide our journey.
We have built a strong culture of effective risk management and compliance to sustain the safety and soundness of the Bank. We diligently focus on protecting our customers from cybersecurity threats and fraud risks, as well as conducting our operations in accordance with increasing regulatory requirements. We continually evaluate our policies and procedures, systems and technology as we work to reduce risks to our customers and protect the reputation and trust that we have established.
MARKETS
Most of our business activities are conducted in Holmes, Tuscarawas, Wayne and Stark counties of Ohio. These markets exhibit relatively stable populations, a wide range of manufacturing, distribution, service and agriculture enterprises, and solid educational and advancement opportunities for citizens.
The economy in each of these counties has been slowly expanding for several years. Business investments are increasing, and home prices and construction levels are generally improving. Unemployment rates have declined to levels below those that existed prior to the severe recession of 2007-2009, and are presently below U.S. and Ohio average rates. We are fortunate to be able to call these markets home.
OVERVIEW OF BANKING ACTIVITY
Our business model provides effective intermediary services that facilitate the flow of funds within the communities we serve. We safeguard deposit and investment monies entrusted to us, we put a significant amount of depositor funds to work by lending prudently in the broader community, and we provide access to reliable payment channels for debit and credit card processing, internet and mobile banking and check clearing.
Lending is the primary revenue generating activity in our business model, accounting for 71% of gross revenue in the past year. As a commercial bank, we provide loans to businesses and individuals alike. Average loan balances increased 8% during the year to
4 2014 Report to Shareholders | CSB Bancorp, Inc.
LETTER TO SHAREHOLDERS
TRENDS IN THE INDUSTRY
The financial services sector is undergoing fairly significant changes with a number of macro factors at play. New adaptations of technology for banking and payments processing and new forms of competition are all having major impact on the banking landscape. Consumers are increasingly demonstrating a preference for direct electronic access to financial services and the omnipresent mobile device appears poised to become a primary banking channel. A complex and active regulatory climate requires significant resource utilization. Data integrity and the protection of sensitive customer information have become primary concerns and are requiring increased attention and resources.
We believe the above factors create opportunities for us to grow and strengthen our position in the marketplace. Maintaining financial strength and stability are requisite to thrive in such circumstances and we carefully steward our capital, liquidity, credit quality and expense management in order to maintain the base fitness required to respond to changing conditions and seize opportunities.
CHANNEL DELIVERY
We continue to work at enhancing our customers experience. We recognize the fundamental importance of providing services in ways that customers find most convenient. Some customers highly value in-person transactions at our retail locations. Other customers prefer one or more electronic channels to handle transactions, such as our website or mobile banking applications. Our commitment is to provide noticeably different service The CSB Way regardless of which delivery channel a customer prefers or uses for any particular interaction. We are working toward a consistent CSB look and feel across all channels of customer engagement, whether in person or by digital means. Our customer service call center is one example of a channel that we significantly enhanced over the past year. These CSB team members are shining stars when it comes to customer service.
2014 Report to Shareholders | CSB Bancorp, Inc. 5
Standing, Left to Right
| ||||||||
J. THOMAS LANG | RONALD E. HOLTMAN | EDDIE L. STEINER | ROBERT K. BAKER | JOHN R. WALTMAN | ||||
Veterinarian, | Attorney, Of Counsel, | President, | Co-Owner and Controller, | Attorney, Of Counsel, | ||||
Dairy Farmer, | Logee, Hostetler, | Chief Executive Officer, | Bakerwell, Inc. | Critchfield, Critchfield | ||||
Spring Hill Farms, Inc. | Stutzman & Lehman | CSB Bancorp, Inc. | & Johnston | |||||
Chairman, | ||||||||
CSB Bancorp, Inc. | ||||||||
Seated, Left to Right
| ||||||||
DANIEL J. MILLER | JEFFERY A. ROBB, SR. | |||||||
Retired Physician, | President, | |||||||
East Holmes Family Care, Inc. | Robb Companies, Inc. | |||||||
Chairman of the Board, | ||||||||
Dutchman Hospitality Group, Inc. |
2014 Report to Shareholders | CSB Bancorp, Inc. 7
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 which is 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.
In 2014, the Companys market area demonstrated increasing economic activity following five years of modest gains. Unemployment levels in Holmes County, reported at 2.9% in December 2014, 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 2014 and 2013. Residential real estate property values have slowly recovered with low mortgage rates and high affordability. Auto sales also grew, helped by job growth, available financing and the near record age of existing vehicle stock. Ohios growth activity continues to be reported in manufacturing and energy-related industries. If oil prices were to experience a sustained decline, mining and manufacturing jobs in the oil and gas business, which had been expanding in the previous two years may decline. 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 2014 Report to Shareholders | CSB Bancorp, Inc.
2014 FINANCIAL REVIEW
SELECTED FINANCIAL DATA
The following table sets forth certain selected consolidated financial information:
(Dollars in thousands, except per share data)
|
2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||
|
||||||||||||||||||||
Statements of income: |
||||||||||||||||||||
Total interest income |
$ | 21,656 | $ | 21,138 | $ | 20,584 | $ | 20,018 | $ | 20,390 | ||||||||||
Total interest expense |
1,729 | 2,255 | 2,978 | 3,678 | 4,820 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income |
19,927 | 18,883 | 17,606 | 16,340 | 15,570 | |||||||||||||||
Provision for loan losses |
643 | 840 | 823 | 950 | 1,235 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income after provision for loan losses |
19,284 | 18,043 | 16,783 | 15,390 | 14,335 | |||||||||||||||
Noninterest income |
4,250 | 4,318 | 4,204 | 3,508 | 3,275 | |||||||||||||||
Noninterest expense |
15,082 | 14,848 | 14,450 | 13,609 | 12,546 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
8,452 | 7,513 | 6,537 | 5,289 | 5,064 | |||||||||||||||
Income tax provision |
2,568 | 2,273 | 1,990 | 1,602 | 1,568 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
$ | 5,884 | $ | 5,240 | $ | 4,547 | $ | 3,687 | $ | 3,496 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Per share of common stock: |
||||||||||||||||||||
Basic income per share |
$ | 2.15 | $ | 1.91 | $ | 1.66 | $ | 1.35 | $ | 1.28 | ||||||||||
Diluted income per share |
2.15 | 1.91 | 1.66 | 1.35 | 1.28 | |||||||||||||||
Dividends |
0.74 | 0.72 | 0.72 | 0.72 | 0.72 | |||||||||||||||
Book value |
20.97 | 19.15 | 19.17 | 18.07 | 17.24 | |||||||||||||||
Average basic common shares outstanding |
2,737,636 | 2,736,473 | 2,734,889 | 2,734,799 | 2,734,799 | |||||||||||||||
Average diluted common shares outstanding |
2,739,078 | 2,738,477 | 2,735,141 | 2,734,838 | 2,734,799 | |||||||||||||||
Year-end balances: |
||||||||||||||||||||
Loans, net |
$ | 406,522 | $ | 374,040 | $ | 360,000 | $ | 320,100 | $ | 311,616 | ||||||||||
Securities |
143,038 | 151,535 | 134,754 | 128,489 | 80,667 | |||||||||||||||
Total assets |
620,981 | 596,465 | 586,900 | 551,233 | 457,056 | |||||||||||||||
Deposits |
500,075 | 480,933 | 475,443 | 443,553 | 353,491 | |||||||||||||||
Borrowings |
61,580 | 61,130 | 56,664 | 56,234 | 54,927 | |||||||||||||||
Shareholders equity |
57,450 | 52,411 | 52,453 | 49,429 | 47,154 | |||||||||||||||
Average balances: |
||||||||||||||||||||
Loans, net |
$ | 400,876 | $ | 369,889 | $ | 338,441 | $ | 314,670 | $ | 309,121 | ||||||||||
Securities |
145,065 | 138,976 | 132,567 | 93,851 | 77,967 | |||||||||||||||
Total assets |
604,605 | 581,150 | 564,875 | 471,329 | 445,649 | |||||||||||||||
Deposits |
479,330 | 468,395 | 453,526 | 367,865 | 334,073 | |||||||||||||||
Borrowings |
67,657 | 57,882 | 57,735 | 52,717 | 62,951 | |||||||||||||||
Shareholders equity |
55,529 | 52,787 | 51,384 | 48,674 | 47,081 | |||||||||||||||
Select ratios: |
||||||||||||||||||||
Net interest margin, tax equivalent basis |
3.56 | % | 3.51 | % | 3.36 | % | 3.71 | % | 3.73 | % | ||||||||||
Return on average total assets |
0.97 | 0.90 | 0.80 | 0.78 | 0.78 | |||||||||||||||
Return on average shareholders equity |
10.60 | 9.93 | 8.85 | 7.57 | 7.43 | |||||||||||||||
Average shareholders equity as a percent of average total assets |
9.18 | 9.08 | 9.10 | 10.33 | 10.56 | |||||||||||||||
Net loan charge-offs as a percent of average loans |
0.33 | 0.09 | 0.09 | 0.28 | 0.40 | |||||||||||||||
Allowance for loan losses as a percent of loans at year-end |
1.07 | 1.34 | 1.26 | 1.26 | 1.28 | |||||||||||||||
Shareholders equity as a percent of total year-end assets |
9.25 | 8.79 | 8.94 | 8.97 | 10.32 | |||||||||||||||
Dividend payout ratio |
34.42 | 37.60 | 43.30 | 53.40 | 56.32 |
2014 Report to Shareholders | CSB Bancorp, Inc. 9
2014 FINANCIAL REVIEW
RESULTS OF OPERATIONS
Net Income
CSBs 2014 net income was $5.9 million compared to $5.2 million for 2013, representing an increase of 12%. Basic and diluted earnings per share were $2.15, up 13% from the prior year. The increased net income improved the return on average assets to 0.97% in 2014 from 0.90% in 2013 and return on average equity rose to 10.60% in 2014 from 9.93% in 2013.
Net income for 2013 was $5.2 million while basic and diluted earnings per share were $1.91, as compared to $4.5 million or $1.66 per share, for the year ended December 31, 2012. Net income increased 15% during 2013 as compared to 2012, due primarily to a $1.3 million increase in total net interest income and a $114 thousand increase in noninterest income. Partially offsetting the higher revenue were increases in noninterest expenses and federal income taxes. Return on average assets was 0.90% in 2013 compared to 0.80% in 2012, and return on average shareholders equity was 9.93% in 2013 as compared to 8.85% in 2012.
Net Interest Income
(Dollars in thousands) | 2014 | 2013 | 2012 | |||||||||
|
||||||||||||
Net interest income |
$ | 19,927 | $ | 18,883 | $ | 17,606 | ||||||
Taxable equivalent1 |
285 | 307 | 290 | |||||||||
|
|
|
|
|
|
|||||||
Net interest income, fully taxable equivalent |
$ | 20,212 | $ | 19,190 | $ | 17,896 | ||||||
|
|
|
|
|
|
|||||||
Net interest yield |
3.51 | % | 3.46 | % | 3.31 | % | ||||||
Taxable equivalent adjustment1 |
0.05 | 0.05 | 0.05 | |||||||||
|
|
|
|
|
|
|||||||
Net interest yield-taxable equivalent |
3.56 | % | 3.51 | % | 3.36 | % | ||||||
|
|
|
|
|
|
1Taxable 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 $1.0 million or 6%, in 2014 compared to 2013, partially due to a 4% increase in average earning assets, and a favorable mix of increased average loan balances and decreased cash balances. Additionally, the net interest margin increased to 3.51%, from 3.46% last year. The margin improvement was primarily due to lower funding costs resulting from a 2% increase in total average deposits, with average balance increases in lower cost demand, savings and maturing time deposits repricing at lower rates. Net discount and accretion of purchase accounting adjustments for loans, time deposits and borrowings acquired decreased the net interest margin by 1 basis point in 2014 after having improved the net interest margin by 5 basis points during 2013 and 2 basis points in 2012.
Interest income increased $518 thousand or 2% in 2014 compared to 2013 due to the $31 million increase in average loan balances, partially offset by lower yields. Rates decreased on loans and tax exempt 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 28 basis points in 2014 as compared to 2013. The increase in average loan volume helped mitigate the low interest rate environment. In 2014, average loan balances to average gross earning assets rose to 71%, compared to 69% in 2013. Securities yields continued to decline in 2014 with new and reinvestment cash flows being deployed at lower rates.
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.
Interest expense decreased $526 thousand or 23% in 2014 as compared to 2013 due to decreases in the cost of all categories of interest-bearing liabilities and a continued shift in the liability mix towards less expensive, noninterest-bearing demand deposits and savings accounts. Total average time deposits continue to decline with an emphasis on growing customers with multiple banking relationships, as opposed to single service time deposit customers.
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, noninterest-bearing demand deposits and savings accounts. Total average time deposits continue to decline due to an emphasis on growing customers with multiple banking relationships, as opposed to single service time deposit customers.
10 2014 Report to Shareholders | CSB Bancorp, Inc.
2014 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 | ||||||||||||||||||||||||||||||||||||||||
2014
|
2013
|
2012
| ||||||||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Average
|
Interest
|
Average
|
Average
|
Interest
|
Average
|
Average
|
Interest
|
Average
| |||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||
Interest-earning assets |
||||||||||||||||||||||||||||||||||||||||
Federal funds sold |
$ | 546 | $ | 1 | 0.22% | $ | 188 | $ | 0 | 0.16 | % | $ | 148 | $ | 0 | 0.12% | ||||||||||||||||||||||||
Interest-earning deposits |
16,356 | 42 | 0.26 | 32,127 | 90 | 0.28 | 56,422 | 147 | 0.26 | |||||||||||||||||||||||||||||||
Securities: |
||||||||||||||||||||||||||||||||||||||||
Taxable |
128,973 | 2,857 | 2.22 | 122,314 | 2,572 | 2.10 | 118,867 | 2,672 | 2.25 | |||||||||||||||||||||||||||||||
Tax exempt |
16,092 | 466 | 2.89 | 16,662 | 513 | 3.08 | 13,700 | 486 | 3.55 | |||||||||||||||||||||||||||||||
Loans3 |
405,973 | 18,290 | 4.51 | 374,821 | 17,963 | 4.79 | 342,868 | 17,279 | 5.05 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Total interest-earning assets |
567,940 | 21,656 | 3.81% | 546,112 | 21,138 | 3.87 | % | 532,005 | 20,584 | 3.87% | ||||||||||||||||||||||||||||||
Noninterest-earning assets |
||||||||||||||||||||||||||||||||||||||||
Cash and due from banks |
13,663 | 12,911 | 12,399 | |||||||||||||||||||||||||||||||||||||
Bank premises and equipment, net |
8,494 | 9,222 | 8,630 | |||||||||||||||||||||||||||||||||||||
Other assets |
19,605 | 17,837 | 16,268 | |||||||||||||||||||||||||||||||||||||
Allowance for loan losses |
(5,097 | ) | (4,932 | ) | (4,427 | ) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Total assets |
$ | 604,605 | $ | 581,150 | $ | 564,875 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||||||||||||||||||||||
Demand deposits |
$ | 73,307 | 36 | 0.05% | $ | 70,648 | 42 | 0.06 | % | $ | 63,346 | 50 | 0.08% | |||||||||||||||||||||||||||
Savings deposits |
151,822 | 130 | 0.09 | 141,638 | 144 | 0.10 | 135,035 | 230 | 0.17 | |||||||||||||||||||||||||||||||
Time deposits |
129,676 | 1,000 | 0.77 | 149,340 | 1,534 | 1.03 | 163,997 | 2,043 | 1.25 | |||||||||||||||||||||||||||||||
Borrowed funds |
67,657 | 563 | 0.83 | 57,882 | 535 | 0.92 | 57,735 | 655 | 1.13 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Total interest-bearing liabilities |
422,462 | 1,729 | 0.41% | 419,508 | 2,255 | 0.54 | % | 420,113 | 2,978 | 0.71% | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Noninterest-bearing liabilities and shareholders equity |
||||||||||||||||||||||||||||||||||||||||
Demand deposits |
124,525 | 106,769 | 91,148 | |||||||||||||||||||||||||||||||||||||
Other liabilities |
2,089 | 2,086 | 2,230 | |||||||||||||||||||||||||||||||||||||
Shareholders equity |
55,529 | 52,787 | 51,384 | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Total liabilities and equity |
$ | 604,605 | $ | 581,150 | $ | 564,875 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Net interest income |
$ | 19,927 | $ | 18,883 | $ | 17,606 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Net interest margin |
3.51% | 3.46 | % | 3.31% | ||||||||||||||||||||||||||||||||||||
Net interest spread |
3.40% | 3.33 | % | 3.16% |
1Average balances have been computed on an average daily basis.
2Average rates have been computed based on the amortized cost of the corresponding asset or liability.
3Average loan balances include nonaccrual loans.
2014 Report to Shareholders | CSB Bancorp, Inc. 11
2014 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 | ||||||||||||||||||||||||||
2014 v. 2013 | 2013 v. 2012 | |||||||||||||||||||||||||
Net Increase | Net Increase | |||||||||||||||||||||||||
(Dollars in thousands)
|
(Decrease)
|
Volume
|
Rate
|
(Decrease)
|
Volume
|
Rate
|
||||||||||||||||||||
|
||||||||||||||||||||||||||
Increase (decrease) in interest income: |
||||||||||||||||||||||||||
Federal funds |
$ | 1 | $ | 1 | $ | | $ | | $ | | $ | | ||||||||||||||
Interest-earning deposits |
(48 | ) | (40 | ) | (8 | ) | (57 | ) | (68 | ) | 11 | |||||||||||||||
Securities: |
||||||||||||||||||||||||||
Taxable |
285 | 147 | 138 | (100 | ) | 72 | (172 | ) | ||||||||||||||||||
Tax exempt |
(47 | ) | (16 | ) | (31 | ) | 27 | 91 | (64 | ) | ||||||||||||||||
Loans |
327 | 1,403 | (1,076 | ) | 684 | 1,531 | (847 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total interest income change |
518 | 1,495 | (977 | ) | 554 | 1,626 | (1,072 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Increase (decrease) in interest expense: |
||||||||||||||||||||||||||
Demand deposits |
(6 | ) | 1 | (7 | ) | (8 | ) | 4 | (12 | ) | ||||||||||||||||
Savings deposits |
(14 | ) | 9 | (23 | ) | (86 | ) | 7 | (93 | ) | ||||||||||||||||
Time deposits |
(534 | ) | (152 | ) | (382 | ) | (509 | ) | (151 | ) | (358 | ) | ||||||||||||||
Other borrowed funds |
28 | 81 | (53 | ) | (120 | ) | 1 | (121 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total interest expense change |
(526 | ) | (61 | ) | (465 | ) | (723 | ) | (139 | ) | (584 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income |
$ | 1,044 | $ | 1,556 | $ | (512 | ) | $ | 1,277 | $ | 1,765 | $ | (488 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
1Changes 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 $643 thousand in 2014, $840 thousand for 2013 and $823 thousand for 2012. Lower provision expense in 2014 reflects improving economic conditions which have led to a decrease in classified 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 2013 | Change from 2012 | |||||||||||||||||||||||||||
(Dollars in thousands)
|
2014
|
Amount
|
%
|
2013
|
Amount
|
%
|
2012
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Service charges on deposit accounts |
$ | 1,269 | $ | (80 | ) | (5.9 | )% | $ | 1,349 | $ | 44 | 3.4 | % | $ | 1,305 | |||||||||||||
Trust services |
811 | (15 | ) | (1.8 | ) | 826 | 155 | 23.1 | 671 | |||||||||||||||||||
Debit card interchange fees |
910 | 131 | 16.8 | 779 | (18 | ) | (2.3 | ) | 797 | |||||||||||||||||||
Securities gains |
133 | (26 | ) | (16.4 | ) | 159 | 159 | 100.0 | | |||||||||||||||||||
Gain on sale of loans, including MSRs |
198 | (149 | ) | (42.9 | ) | 347 | (244 | ) | (41.3 | ) | 591 | |||||||||||||||||
Other |
929 | 71 | 8.3 | 858 | 18 | 2.1 | 840 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total noninterest income |
$ | 4,250 | $ | (68 | ) | (1.6 | )% | $ | 4,318 | $ | 114 | 2.7 | % | $ | 4,204 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
12 2014 Report to Shareholders | CSB Bancorp, Inc.
2014 FINANCIAL REVIEW
Noninterest income decreased $68 thousand, or 2% in 2014 compared to the same period in 2013. Net gains on sales of mortgage loans including mortgage servicing rights (MSRs) decreased 43% due to the continuing slowdown in mortgage refinance activity during 2014. The Bank originated and sold $6 million in mortgage loans in 2014 as compared to the sale of $12 million of loans in 2013. Service charges on deposits which are primarily customer overdraft fees, decreased 6% in 2014, with an 11% decrease in overdraft fees due to increasing health of consumer deposit balances. Trust fees increased 11% as assets under management increased from overall market improvements and customer development initiatives. The average market value of trust assets under management in 2014 was $95 million compared to $86 million in 2013. However, brokerage fees contained within trust services decreased $80 thousand in 2014 contributing to the net decrease of 2%. With interest rates declining during 2014, available-for-sale securities with gains of $133 thousand were sold as net loan demand increased during 2014.
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 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 Expenses
YEAR ENDED DECEMBER 31 | ||||||||||||||||||||||||||||
Change from 2013 | Change from 2012 | |||||||||||||||||||||||||||
(Dollars in thousands)
|
2014
|
Amount
|
%
|
2013
|
Amount
|
%
|
2012
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Salaries and employee benefits |
$ | 8,321 | $ | 60 | 0.7 | % | $ | 8,261 | $ | 301 | 3.8 | % | $ | 7,960 | ||||||||||||||
Occupancy expense |
1,014 | (12 | ) | (1.2 | ) | 1,026 | 1 | 0.1 | 1,025 | |||||||||||||||||||
Equipment expense |
715 | (4 | ) | (0.6 | ) | 719 | 101 | 16.3 | 618 | |||||||||||||||||||
Professional and director fees |
725 | 97 | 15.4 | 628 | (186 | ) | (22.9 | ) | 814 | |||||||||||||||||||
Franchise tax expense |
361 | (220 | ) | (37.9 | ) | 581 | 39 | 7.2 | 542 | |||||||||||||||||||
Marketing and public relations |
378 | (17 | ) | (4.3 | ) | 395 | 3 | 0.8 | 392 | |||||||||||||||||||
Software expense |
727 | 197 | 37.2 | 530 | 139 | 35.5 | 391 | |||||||||||||||||||||
Debit card expense |
421 | 130 | 44.7 | 291 | (40 | ) | (12.1 | ) | 331 | |||||||||||||||||||
Amortization of intangible assets |
130 | (5 | ) | (4.4 | ) | 135 | (5 | ) | (3.6 | ) | 140 | |||||||||||||||||
FDIC insurance |
358 | (1 | ) | (0.3 | ) | 359 | 31 | 9.5 | 328 | |||||||||||||||||||
Branch acquisition expense |
| | | | (8 | ) | (100.0 | ) | 8 | |||||||||||||||||||
Other real estate expenses |
| (9 | ) | N.M. | 9 | (24 | ) | N.M. | 33 | |||||||||||||||||||
Other |
1,932 | 18 | (0.2 | ) | 1,914 | 46 | 2.2 | 1,868 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total noninterest expenses |
$ | 15,082 | $ | 234 | 1.6 | % | $ | 14,848 | $ | 398 | 2.8 | % | $ | 14,450 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
N.M., not a meaningful value
Noninterest expense increased $234 thousand, or 2% in 2014 compared to 2013. Salaries and employee benefits increased $60 thousand due to base compensation increasing $185 thousand as a result of additional full time employees and annual adjustments. Capitalization of employee costs of loan origination and benefit decreases amounted to $125 thousand. Software expense increased $197 thousand in 2014 due to a full year increase of the cost of new core processing and loan documentation software. Equipment expense decreased $4 thousand in 2014 as compared to 2013. Franchise tax expense decreased $220 thousand in 2014, to $361 thousand, with the implementation of the new Ohio Financial Institutions Tax. Debit card expense increased $130 thousand in 2014, a result of one time charges of $40 thousand to convert to a new third party processor, $26 thousand additional fraud losses and increased customer usage. Professional and director fees increased $97 thousand, a result of the increase in legal fees surrounding loan collections of $118 thousand primarily incurred in the disposition of two commercial loan relationships.
2014 Report to Shareholders | CSB Bancorp, Inc. 13
2014 FINANCIAL REVIEW
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 in 2014.
Income Taxes
The provision for income taxes amounted to $2.6 million in 2014, $2.3 million in 2013 and $2.0 million in 2012, resulting in an effective rate of 30.4% in 2014, 30.3% in 2013 and 30.4% in 2012. The slight increase in the effective tax rate during 2014 as compared to 2013 is due primarily to increased income.
FINANCIAL CONDITION
Total assets of the Company were $621 million at December 31, 2014, compared to $596 million at December 31, 2013, representing an increase of $25 million, or 4%. Net loans increased $32 million, or 9%, while investment securities decreased $8 million, or 6% and interest-earning deposits with other banks increased $2 million. Deposits increased $19 million, or 4%, while other borrowings from the FHLB increased by $2 million, or 20%.
Securities
Total investment securities decreased $8 million, or 6% to $143 million at year-end 2014. 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.
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, 2014, $15.9 million, or 87%, held an S&P or Moodys investment grade rating and $2.4 million or 13% were non-rated. The municipal portfolio includes a broad spectrum of counties, towns, universities and school districts with 98% of the portfolio originating in Ohio and 2% in Pennsylvania. Total gross unrealized security losses within the portfolio were 0.3% of total available-for-sale securities at December 31, 2014, 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 $32 million, or 8% during 2014. Volume increases were recognized in commercial and commercial real estate loans of $16 million, or 7%, and residential real estate loans of $10 million, or 9%. Construction loans increased $4 million, or 30%. During 2014, business expansion continued in the Companys newly expanded markets. Aided by low interest rates, commercial and commercial real estate loans continued to increase in 2014.
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 $10 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 2014 and the Company sold $6 million of originated mortgages into the secondary market as compared to $12 million in 2013. This demand for low fixed-rate mortgages included some refinancing of the Companys in-house mortgage portfolio. Demand for home equity loans flattened in 2014, with balances decreasing $114 thousand as many consumers rewrote their floating rate equity line and first mortgage into a lower rate fixed rate mortgage. Installment lending improved with consumer loans increasing 18% on a year-over-year basis to $7.9 million at December 31, 2014.
14 2014 Report to Shareholders | CSB Bancorp, Inc.
2014 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 64% and 65% of the total loan portfolio at year-end 2014 and 2013, respectively. Residential real estate loans increased from 29% to approximately 30% between December 31, 2013 and December 31, 2014. Construction and land development loans remained stable at 4% of the total portfolio between 2013 and 2014. 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, 2014 included $30 million, or 7% of total loans to lessors of non-residential buildings or dwellings; $19 million, or 5% of total loans to logging, sawmills and timber tract operations; $18 million, or 4% of total loans to lessors of residential real estate and $16 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)
|
2014
|
2013
|
||||||
|
||||||||
Nonaccrual loans: |
||||||||
Commercial |
$ | 1,071 | $ | 84 | ||||
Commercial real estate |
1,734 | 1,108 | ||||||
Residential real estate |
863 | 1,042 | ||||||
Construction & land development |
| | ||||||
Loans past due 90 days and still accruing: |
||||||||
Commercial |
1 | | ||||||
Commercial real estate |
| 40 | ||||||
Residential real estate |
280 | 46 | ||||||
Construction & land development |
| 950 | ||||||
|
|
|
|
|||||
Total nonperforming loans |
3,949 | 3,270 | ||||||
Other real estate owned |
| | ||||||
|
|
|
|
|||||
Total nonperforming assets |
$ | 3,949 | $ | 3,270 | ||||
|
|
|
|
|||||
Nonperforming assets as a percentage of loans plus other real estate |
0.96 | % | 0.86 | % |
Allowance for Loan Losses
The allowance for loan losses is maintained at a level considered by management to be adequate to cover loan losses that are currently anticipated based on past loss experience, general economic conditions, changes in mix and size of the loan portfolio, information about specific borrower situations and other factors and estimates which are subject to change over time. Management periodically reviews selected large loans, delinquent and other problem loans and selected other loans. Collectability of these loans is evaluated by considering the current financial position and performance of the borrower, estimated market value of the collateral, the 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.
2014 Report to Shareholders | CSB Bancorp, Inc. 15
2014 FINANCIAL REVIEW
ALLOWANCE FOR LOAN LOSSES | FOR THE YEAR ENDED | |||||||
(Dollars in thousands)
|
2014
|
2013
|
||||||
|
||||||||
Beginning balance of allowance for loan losses |
$ | 5,085 | $ | 4,580 | ||||
Provision for loan losses |
643 | 840 | ||||||
Charge-offs: |
||||||||
Commercial |
985 | 149 | ||||||
Commercial real estate |
379 | 108 | ||||||
Residential real estate & home equity |
27 | 82 | ||||||
Construction & land development |
| | ||||||
Consumer |
11 | 48 | ||||||
Deposit accounts |
20 | 35 | ||||||
Credit cards |
| 6 | ||||||
|
|
|
|
|||||
Total charge-offs |
1,422 | 428 | ||||||
Recoveries: |
||||||||
Commercial |
21 | 15 | ||||||
Commercial real estate |
8 | | ||||||
Residential real estate & home equity |
25 | 18 | ||||||
Construction & land development |
| | ||||||
Consumer |
14 | 50 | ||||||
Deposit accounts |
7 | 10 | ||||||
Credit cards |
| | ||||||
|
|
|
|
|||||
Total recoveries |
75 | 93 | ||||||
|
|
|
|
|||||
Net charge-offs |
1,347 | 335 | ||||||
|
|
|
|
|||||
Ending balance of allowance for loan losses |
$ | 4,381 | $ | 5,085 | ||||
|
|
|
|
|||||
Net charge-offs as a percentage of average total loans |
0.33 | % | 0.09 | % | ||||
Allowance for loan losses as a percentage of total loans |
1.07 | 1.34 | ||||||
Allowance for loan losses to total nonperforming loans |
1.11 | x | 1.56 | x | ||||
Components of the allowance for loan losses: |
||||||||
General reserves |
$ | 4,197 | $ | 4,301 | ||||
Specific reserve allocations |
184 | 784 | ||||||
|
|
|
|
|||||
Total allowance for loan losses |
$ | 4,381 | $ | 5,085 | ||||
|
|
|
|
The allowance for loan losses totaled $4.4 million, or 1.07%, of total loans at year-end 2014 as compared to $5.1 million, or 1.34% of total loans at year-end 2013. Net charge-offs for 2014 totaled $1.3 million as compared to net charge-offs of $335 thousand in 2013. The majority of the charge-offs were attributed to one commercial relationship which had been specifically reserved for during 2014.
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 $3.9 million, or 1.0% of loans at year-end 2014 as compared to $3.3 million, or 0.9% of loans at year-end 2013. Impaired loans were $9.2 million at year-end 2014 as compared to $10.7 million at year-end 2013. Impaired loans as a percentage of total loans declined from 2013 to 2014 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 2014 Report to Shareholders | CSB Bancorp, Inc.
2014 FINANCIAL REVIEW
Other Assets
Net premises and equipment decreased $404 thousand to $8.3 million at year-end 2014 primarily because depreciation expense exceeded the purchase of equipment and furniture in 2014. There was no other real estate owned at December 31, 2014 or 2013. Bank-owned life insurance of $1 million was purchased on the life of a senior management member during 2013. At December 31, 2014 the Company recognized a net deferred tax asset of $377 thousand as compared to a net deferred tax asset of $1.2 million at December 31, 2013. The change in the Companys net deferred tax position resulted primarily from the decrease in the net deferred tax 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 2014, 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 2013 | |||||||||||||||
(Dollars in thousands)
|
2014
|
2013
|
Amount
|
%
|
||||||||||||
|
||||||||||||||||
Noninterest-bearing demand |
$ | 139,251 | $ | 120,325 | $ | 18,926 | 15.7 | % | ||||||||
Interest-bearing demand |
77,725 | 76,327 | 1,398 | 1.8 | ||||||||||||
Traditional savings |
84,548 | 76,630 | 7,918 | 10.3 | ||||||||||||
Money market savings |
70,788 | 73,307 | (2,519 | ) | (3.4 | ) | ||||||||||
Time deposits in excess of $100,000 |
43,130 | 42,562 | 568 | 1.3 | ||||||||||||
Other time deposits |
84,633 | 91,782 | (7,149 | ) | (7.8 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total deposits |
$ | 500,075 | $ | 480,933 | $ | 19,142 | 4.0 | % | ||||||||
|
|
|
|
|
|
Other Funding Sources
The Company obtains additional funds through securities sold under repurchase agreements, overnight borrowings from the FHLB or other financial institutions and advances from the FHLB. Short-term borrowings, which consist of securities sold under repurchase agreements, decreased $2 million; while other borrowings, which consist of FHLB advances, increased $2 million as the result of borrowing $5 million in a long-term amortizing advance to partially offset the interest rate risk of booking fifteen-year fixed-rate mortgages.
CAPITAL RESOURCES
Total shareholders equity increased to $57.5 million at December 31, 2014 as compared to $52.4 million at December 31, 2013. This increase was primarily due to $5.9 million of net income and $1.2 million other comprehensive income, which were offset by the payment of $2.0 million cash dividends in 2014. 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, 2014, approximately forty-one thousand shares could still be repurchased under the current authorized program. No shares were repurchased in 2014 or 2013.
In July 2013, the Federal Reserve adopted final rules effective 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 January 1, 2019. Failure to maintain the required ratios will restrict or prohibit dividends, share repurchases and discretionary bonuses. Management has evaluated the new rules and their effects on the Company and the Bank, and believes the Company and the Bank will remain well-capitalized under the new rules.
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.
2014 Report to Shareholders | CSB Bancorp, Inc. 17
2014 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.
LIQUIDITY
December 31 | ||||||||||||||||
(Dollars in millions)
|
2014
|
2013
|
Change
|
|||||||||||||
|
||||||||||||||||
Cash and cash equivalents |
$ | 44 | $ | 43 | $ | 1 | ||||||||||
Unused lines of credit |
46 | 42 | 4 | |||||||||||||
Unpledged securities at fair market value |
48 | 42 | 6 | |||||||||||||
|
|
|
|
|
|
|||||||||||
$ | 138 | $ | 127 | $ | 11 | |||||||||||
|
|
|
|
|
|
|||||||||||
Net deposits and short-term liabilities |
$ | 497 | $ | 473 | $ | 24 | ||||||||||
|
|
|
|
|
|
|||||||||||
Liquidity ratio |
27.9 | % | 26.9 | % | ||||||||||||
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. Liquidity is monitored by CSBs Asset Liability Committee. The Company was within all Board-approved limits at December 31, 2014 and 2013. Additional sources of liquidity include net income, loan repayments, the availability or borrowings and adjustments of interest rates to attract deposit accounts.
As summarized in the consolidated statements of cash flows, the most significant investing activities for the Company in 2014 included net loan originations of $33 million and the maturities and repayments of securities totaling $45 million, offset by $38 million in securities purchases. The Companys financing activities included a $19 million increase in deposits, a $2 million decrease in securities sold under agreements to repurchase and a $2 million net increase in 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 2014 and 2013. Interest rate risk policy limits are tested by measuring the anticipated change in net interest income over a two-year period. The tests assume a quarterly ramped 100, 200, 300 and 400 basis point increase and a 100 basis point decrease in 2014 in market interest rates as compared to a stable rate environment or base model.
18 2014 Report to Shareholders | CSB Bancorp, Inc.
2014 FINANCIAL REVIEW
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, 2014 | ||||||||||
(Dollars in thousands) | Change In Interest Rates (Basis Points) |
Net Interest Income |
Dollar Change |
Percentage Change |
Board Policy Limits | |||||
+ 400 |
$ 21,408 |
$ 1,144 |
5.6% |
± 25% | ||||||
+ 300 | 21,082 | 818 | 4.0 | ± 15 | ||||||
+ 200 | 20,766 | 502 | 2.5 | ± 10 | ||||||
+ 100 | 20,454 | 190 | 0.9 | ± 5 | ||||||
0 | 20,264 | | | |||||||
100 | 20,022 | (242) | (1.1) | ± 5 | ||||||
December 31, 2013 | ||||||||||
+ 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 |
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, 2014 and 2013.
Economic Value of Equity at Risk
December 31, 2014 | ||||
Change In Interest Rates (Basis Points) |
Percentage Change |
Board Policy Limits | ||
+ 400 |
17.7% |
± 35% | ||
+ 300 | 15.7 | ± 30 | ||
+ 200 | 13.0 | ± 20 | ||
+ 100 | 8.3 | ± 15 | ||
100 | (8.8) | ± 15 | ||
December 31, 2013 | ||||
+ 400 |
9.8% |
± 35% | ||
+ 300 | 8.8 | ± 30 | ||
+ 200 | 7.4 | ± 20 | ||
+ 100 | 4.7 | ± 15 | ||
100 | (7.6) | ± 15 |
2014 Report to Shareholders | CSB Bancorp, Inc. 19
2014 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, 2014, the market value of equity as a percent of base in a 400 basis point rising rate environment indicates an increase of 17.7%, as compared to an increase of 9.8% as of December 31, 2013. 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, 2014 and 2013.
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. Furthermore, 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. Most 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, 2014 and 2013 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, 2014:
Amount of Commitment to Expire Per Period | ||||||||||||||||||||
(Dollars in thousands) | Total | Less than | 1 to 3 | 3 to 5 | Over 5 | |||||||||||||||
Type of Commitment
|
Amount
|
1 year
|
Years
|
Years
|
Years
|
|||||||||||||||
|
||||||||||||||||||||
Commercial lines-of-credit |
$ | 77,799 | $ | 69,904 | $ | 1,750 | $ | 1,223 | $ | 4,922 | ||||||||||
Real estate lines-of-credit |
37,580 | 2,491 | 5,101 | 5,456 | 24,532 | |||||||||||||||
Consumer lines-of-credit |
881 | 881 | | | | |||||||||||||||
Credit cards lines-of-credit |
3,493 | 3,493 | | | | |||||||||||||||
Overdraft privilege |
6,634 | 6,634 | | | | |||||||||||||||
Commercial real estate loan commitments |
| | | | | |||||||||||||||
Letters of credit |
1,778 | 1,778 | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total commitments |
$ | 128,165 | $ | 85,181 | $ | 6,851 | $ | 6,679 | $ | 29,454 | ||||||||||
|
|
|
|
|
|
|
|
|
|
20 2014 Report to Shareholders | CSB Bancorp, Inc.
2014 FINANCIAL REVIEW
As indicated in Note 10 to the consolidated financial statements, the Company had $128 million in total loan commitments at the end of 2014, with $85 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, 2014:
Payment Due by Period | ||||||||||||||||||||
(Dollars in thousands) Contractual Obligations
|
Total
|
Less than
|
1 to 3
|
3 to 5
|
Over 5
|
|||||||||||||||
|
||||||||||||||||||||
Total time deposits |
$ |
127,763 |
|
$ | 66,964 | $ | 41,065 | $ | 19,712 | $ | 22 | |||||||||
Short-term borrowings |
46,627 | 46,627 | | | | |||||||||||||||
Other borrowings |
14,953 | 1,488 | 11,809 | 923 | 733 | |||||||||||||||
Operating leases |
498 | 294 | 204 | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total obligations |
$ | 189,841 | $ | 115,373 | $ | 53,078 | $ | 20,635 | $ | 755 | ||||||||||
|
|
|
|
|
|
|
|
|
|
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 2014 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 investments 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.
2014 Report to Shareholders | CSB Bancorp, Inc. 21
2014 FINANCIAL REVIEW
The Company accounts for business combinations using the acquisition method of accounting. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives, consisting of core deposit intangibles, are amortized using accelerated methods over their estimated weighted-average useful lives, approximating ten years. Additional information is presented in Note 5, Core Deposit Intangible Assets.
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 inter-dealer 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 2014 and 2013. 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.
Quarter Ended
|
High
|
Low
|
Dividends
|
Dividends
| ||||||||||||||||
March 31, 2014 |
$ | 20.00 | $ | 18.85 | $ | 0.18 | $ | 492,594 | ||||||||||||
June 30, 2014 |
20.50 | 19.10 | 0.18 | 492,675 | ||||||||||||||||
September 30, 2014 |
20.37 | 19.64 | 0.19 | 520,288 | ||||||||||||||||
December 31, 2014 |
22.00 | 20.00 | 0.19 | 520,487 | ||||||||||||||||
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 |
As of December 31, 2014, the Company had 1,269 shareholders of record and 2,739,405 outstanding shares of common stock.
22 2014 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 May 2013 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, 2014. Based upon this assessment, management believes that our internal control over financial reporting is effective as of December 31, 2014.
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 |
2014 Report to Shareholders | CSB Bancorp, Inc. 23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2014 and 2013, 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, 2014. These consolidated financial statements are the responsibility of CSB Bancorp, Inc.s management. Our responsibility is to express an opinion on these 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of CSB Bancorp, Inc.s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years then ended, in conformity with U.S. generally accepted accounting principles.
Wexford, Pennsylvania
March 5, 2015
24 2014 Report to Shareholders | CSB Bancorp, Inc.
December 31, 2014 and 2013
(Dollars in thousands, except share data)
|
2014
|
2013
|
||||||
|
||||||||
ASSETS |
||||||||
Cash and cash equivalents |
||||||||
Cash and due from banks |
$ | 15,310 | $ | 15,777 | ||||
Interest-earning deposits in other banks |
28,613 | 26,822 | ||||||
|
|
|
|
|||||
Total cash and cash equivalents |
43,923 | 42,599 | ||||||
|
|
|
|
|||||
Securities |
||||||||
Available-for-sale, at fair value |
100,108 | 101,722 | ||||||
Held-to-maturity; fair value of $38,950 in 2014 and $42,643 in 2013 |
38,316 | 44,350 | ||||||
Restricted stock, at cost |
4,614 | 5,463 | ||||||
|
|
|
|
|||||
Total securities |
143,038 | 151,535 | ||||||
|
|
|
|
|||||
Loans held for sale |
75 | | ||||||
Loans |
410,903 | 379,125 | ||||||
Less allowance for loan losses |
4,381 | 5,085 | ||||||
|
|
|
|
|||||
Net loans |
406,522 | 374,040 | ||||||
|
|
|
|
|||||
Premises and equipment, net |
8,286 | 8,690 | ||||||
Core deposit intangible |
629 | 759 | ||||||
Goodwill |
4,728 | 4,728 | ||||||
Bank-owned life insurance |
9,815 | 9,551 | ||||||
Accrued interest receivable and other assets |
3,965 | 4,563 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 620,981 | $ | 596,465 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
LIABILITIES |
||||||||
Deposits |
||||||||
Noninterest-bearing |
$ | 139,251 | $ | 120,325 | ||||
Interest-bearing |
360,824 | 360,608 | ||||||
|
|
|
|
|||||
Total deposits |
500,075 | 480,933 | ||||||
|
|
|
|
|||||
Short-term borrowings |
46,627 | 48,671 | ||||||
Other borrowings |
14,953 | 12,459 | ||||||
Accrued interest payable and other liabilities |
1,876 | 1,991 | ||||||
|
|
|
|
|||||
Total liabilities |
563,531 | 544,054 | ||||||
|
|
|
|
|||||
SHAREHOLDERS EQUITY |
||||||||
Common stock, $6.25 par value. Authorized 9,000,000 shares; issued 2,980,602 shares; outstanding 2,739,405 shares in 2014 and 2,736,634 in 2013 |
18,629 | 18,629 | ||||||
Additional paid-in capital |
9,884 | 9,964 | ||||||
Retained earnings |
34,090 | 30,232 | ||||||
Treasury stock at cost - 241,197 shares in 2014 and 243,968 in 2013 |
(4,871 | ) | (4,958 | ) | ||||
Accumulated other comprehensive loss |
(282 | ) | (1,456 | ) | ||||
|
|
|
|
|||||
Total shareholders equity |
57,450 | 52,411 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 620,981 | $ | 596,465 | ||||
|
|
|
|
These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.
2014 Report to Shareholders | CSB Bancorp, Inc. 25
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2014, 2013 and 2012
(Dollars in thousands, except per share data)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
INTEREST AND DIVIDEND INCOME |
||||||||||||
Loans, including fees |
$ | 18,290 | $ | 17,963 | $ | 17,279 | ||||||
Taxable securities |
2,857 | 2,572 | 2,672 | |||||||||
Nontaxable securities |
466 | 513 | 486 | |||||||||
Other |
43 | 90 | 147 | |||||||||
|
|
|
|
|
|
|||||||
Total interest and dividend income |
21,656 | 21,138 | 20,584 | |||||||||
|
|
|
|
|
|
|||||||
INTEREST EXPENSE |
||||||||||||
Deposits |
1,166 | 1,720 | 2,323 | |||||||||
Short-term borrowings |
77 | 67 | 91 | |||||||||
Other borrowings |
486 | 468 | 564 | |||||||||
|
|
|
|
|
|
|||||||
Total interest expense |
1,729 | 2,255 | 2,978 | |||||||||
|
|
|
|
|
|
|||||||
NET INTEREST INCOME |
19,927 | 18,883 | 17,606 | |||||||||
PROVISION FOR LOAN LOSSES |
643 | 840 | 823 | |||||||||
|
|
|
|
|
|
|||||||
Net interest income, after provision for loan losses |
19,284 | 18,043 | 16,783 | |||||||||
|
|
|
|
|
|
|||||||
NONINTEREST INCOME |
||||||||||||
Service charges on deposit accounts |
1,269 | 1,349 | 1,305 | |||||||||
Trust services |
811 | 826 | 671 | |||||||||
Debit card interchange fees |
910 | 779 | 797 | |||||||||
Securities gains |
133 | 159 | | |||||||||
Gain on sale of loans, net |
198 | 347 | 591 | |||||||||
Other income |
929 | 858 | 840 | |||||||||
|
|
|
|
|
|
|||||||
Total noninterest income |
4,250 | 4,318 | 4,204 | |||||||||
|
|
|
|
|
|
|||||||
NONINTEREST EXPENSES |
||||||||||||
Salaries and employee benefits |
8,321 | 8,261 | 7,960 | |||||||||
Occupancy expense |
1,014 | 1,026 | 1,025 | |||||||||
Equipment expense |
715 | 719 | 618 | |||||||||
Professional and director fees |
725 | 628 | 814 | |||||||||
Franchise tax expense |
361 | 581 | 542 | |||||||||
Marketing and public relations |
378 | 395 | 392 | |||||||||
Software expense |
727 | 530 | 391 | |||||||||
Debit card expense |
421 | 291 | 331 | |||||||||
Amortization of intangible assets |
130 | 135 | 140 | |||||||||
FDIC insurance expense |
358 | 359 | 328 | |||||||||
Net cost of operation of other real estate |
| 9 | 33 | |||||||||
Other expenses |
1,932 | 1,914 | 1,876 | |||||||||
|
|
|
|
|
|
|||||||
Total noninterest expenses |
15,082 | 14,848 | 14,450 | |||||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
8,452 | 7,513 | 6,537 | |||||||||
FEDERAL INCOME TAX PROVISION |
2,568 | 2,273 | 1,990 | |||||||||
|
|
|
|
|
|
|||||||
NET INCOME |
$ | 5,884 | $ | 5,240 | $ | 4,547 | ||||||
|
|
|
|
|
|
|||||||
NET INCOME PER SHARE |
||||||||||||
Basic |
$ | 2.15 | $ | 1.91 | $ | 1.66 | ||||||
|
|
|
|
|
|
|||||||
Diluted |
$ | 2.15 | $ | 1.91 | $ | 1.66 | ||||||
|
|
|
|
|
|
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 2014 Report to Shareholders | CSB Bancorp, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2014, 2013 and 2012
(Dollars in thousands)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
Net income |
$ | 5,884 | $ | 5,240 | $ | 4,547 | ||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss) |
||||||||||||
Unrealized gains (losses) arising during the period |
1,612 | (3,195 | ) | 657 | ||||||||
Unrealized losses on held-to-maturity transfer |
| (1,931 | ) | | ||||||||
Amounts reclassified from accumulated other |
301 | 255 | | |||||||||
Income tax effect |
(651 | ) | 1,656 | (223 | ) | |||||||
Reclassification adjustment for gains on available for |
(133 | ) | (159 | ) | | |||||||
Income tax effect |
45 | 54 | | |||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss) |
1,174 | (3,320 | ) | 434 | ||||||||
|
|
|
|
|
|
|||||||
Total comprehensive income |
$ | 7,058 | $ | 1,920 | $ | 4,981 | ||||||
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Years Ended December 31, 2014, 2013 and 2012
Accumulated | ||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||
Common | Paid-in | Retained | Treasury | Comprehensive | ||||||||||||||||||||
(Dollars in thousands)
|
Stock
|
Capital
|
Earnings
|
Stock
|
Income (Loss)
|
Total
|
||||||||||||||||||
|
||||||||||||||||||||||||
BALANCE AT |
$ | 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 |
$ | 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 |
$ | 18,629 | $ | 9,964 | $ | 30,232 | $ | (4,958 | ) | $ | (1,456 | ) | $ | 52,411 | ||||||||||
Net income |
| | 5,884 | | | 5,884 | ||||||||||||||||||
Other comprehensive income |
| | | | 1,174 | 1,174 | ||||||||||||||||||
Stock options exercised, 2,771 shares |
| (80 | ) | | 87 | | 7 | |||||||||||||||||
Cash dividends declared, $0.74 per share |
| | (2,026 | ) | | | (2,026 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE AT |
$ | 18,629 | $ | 9,884 | $ | 34,090 | $ | (4,871 | ) | $ | (282 | ) | $ | 57,450 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
These consolidated financial statements should be read in connection with the accompanying summary of significant accounting policies and notes to the consolidated financial statements.
2014 Report to Shareholders | CSB Bancorp, Inc. 27
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2014, 2013 and 2012
(Dollars in thousands)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
CASH FLOWS FROM |
||||||||||||
Net income |
$ | 5,884 | $ | 5,240 | $ | 4,547 | ||||||
Adjustments to reconcile net income to net cash |
||||||||||||
Depreciation and amortization of premises, |
928 | 779 | 644 | |||||||||
Deferred income taxes |
175 | 77 | (50 | ) | ||||||||
Provision for loan losses |
643 | 840 | 823 | |||||||||
Gain on sale of loans, net |
(198 | ) | (347 | ) | (591 | ) | ||||||
Securities gain, net |
(133 | ) | (159 | ) | | |||||||
Security amortization, net of accretion |
361 | 456 | 553 | |||||||||
Secondary market loan sale proceeds |
6,506 | 12,393 | 20,873 | |||||||||
Originations of secondary market loans held-for-sale |
(6,383 | ) | (12,106 | ) | (20,384 | ) | ||||||
Bank-owned life insurance |
(264 | ) | (253 | ) | (230 | ) | ||||||
Effects of changes in operating assets and liabilities: |
||||||||||||
Net deferred loan (fees) costs |
(81 | ) | (214 | ) | 63 | |||||||
Accrued interest receivable |
45 | (57 | ) | 32 | ||||||||
Accrued interest payable |
(12 | ) | (39 | ) | (47 | ) | ||||||
Other assets and liabilities |
(308 | ) | 339 | 831 | ||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
$ | 7,163 | $ | 6,949 | $ | 7,064 | ||||||
|
|
|
|
|
|
|||||||
CASH FLOWS FROM |
||||||||||||
Securities: |
||||||||||||
Proceeds from repayments, available-for-sale |
$ | 35,337 | $ | 36,200 | $ | 76,220 | ||||||
Proceeds from repayments, held-to-maturity |
9,273 | 1,211 | | |||||||||
Purchases, available-for-sale |
(34,893 | ) | (55,693 | ) | (82,382 | ) | ||||||
Purchases, held-to-maturity |
(3,000 | ) | (8,135 | ) | | |||||||
Proceeds from sale of securities, available-for-sale |
2,483 | 4,309 | | |||||||||
Proceeds from redemption of restricted stock |
849 | | | |||||||||
Loan originations, net of repayments |
(33,043 | ) | (14,666 | ) | (40,842 | ) | ||||||
Proceeds from sale of other real estate |
| 18 | 26 | |||||||||
Property, equipment and software acquisitions |
(427 | ) | (1,526 | ) | (953 | ) | ||||||
Purchase of bank-owned life insurance |
| (1,000 | ) | (5,000 | ) | |||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
$ | (23,421 | ) | $ | (39,282 | ) | $ | (52,931 | ) | |||
|
|
|
|
|
|
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 2014 Report to Shareholders | CSB Bancorp, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2014, 2013 and 2012
(Dollars in thousands)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
CASH FLOWS FROM |
||||||||||||
Net change in deposits |
$ | 19,151 | $ | 5,550 | $ | 32,021 | ||||||
Net change in short-term borrowings |
(2,044 | ) | 4,679 | 6,919 | ||||||||
Proceeds from other borrowings |
5,000 | | | |||||||||
Repayment of other borrowings |
(2,506 | ) | (213 | ) | (6,489 | ) | ||||||
Cash dividends paid |
(2,026 | ) | (1,970 | ) | (1,969 | ) | ||||||
Proceeds from stock options exercised |
7 | 8 | 5 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
$ | 17,582 | $ | 8,054 | $ | 30,487 | ||||||
|
|
|
|
|
|
|||||||
NET INCREASE (DECREASE) IN CASH |
1,324 | (24,279 | ) | (15,380 | ) | |||||||
CASH AND CASH EQUIVALENTS AT |
42,599 | 66,878 | 82,258 | |||||||||
|
|
|
|
|
|
|||||||
CASH AND CASH EQUIVALENTS AT |
$ | 43,923 | $ | 42,599 | $ | 66,878 | ||||||
|
|
|
|
|
|
|||||||
SUPPLEMENTAL DISCLOSURES |
||||||||||||
Cash paid during the year for: |
||||||||||||
Interest |
$ | 1,750 | $ | 2,356 | $ | 3,155 | ||||||
Income taxes |
2,500 | 2,335 | 1,690 | |||||||||
Noncash investing activities: |
||||||||||||
Transfer of loans to other real estate owned |
| | 56 | |||||||||
Transfer of securities from available-for-sale |
| 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.
2014 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, 2014 and 2013.
SECURITIES
At the time of purchase all securities are evaluated and designated as available-for-sale or held-to-maturity. Securities designated as available-for-sale are carried at fair value with unrealized gains and losses on such securities, net of applicable income taxes, recognized as other comprehensive income (loss). During 2013, approximately $39 million par value of U.S. Government agencies and mortgage-backed securities of government agencies were transferred from available-for-sale to held-to-maturity. At December 31, 2014, 27% of the total investment portfolio was classified as held-to-maturity. The volatility in interest rates that has occurred recently does not have as much impact on other comprehensive income as it would if the entire portfolio was included in the available-for sale category. Held-to-maturity securities are carried at their fair value on the date of transfer or at purchase value if security purchases are designated as held-to-maturity.
The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity based on the interest method. Such amortization and accretion is included in interest and dividends on securities.
Gains and losses on sales of securities are accounted for on a trade date basis, using the specific identification method, and are included in noninterest income. Securities are periodically reviewed for other-than-temporary impairment based upon a number of factors, including, but not limited to, the length of time and extent to which the market value has been less than cost, the financial condition of the underlying issuer, the receipt of principal and interest according to the contractual terms, the ability of the issuer to meet contractual obligations, the likelihood of the 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. 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 noninterest income in the Consolidated Statements of Income.
30 2014 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 2014 and 2013, 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, 2014 or 2013.
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, construction loans and troubled debt restructurings 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 noninterest expenses, as are gains or losses upon sale and expenses related to maintenance of the properties. There was no other real estate owned at December 31, 2014 and 2013.
2014 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. Leasehold improvements are amortized over the useful life of the asset.
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 2014 or 2013.
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 2014, 2013 and 2012 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 carry forwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years tax returns.
The Bank, domiciled in Ohio, is not currently subject to state and local income taxes.
32 2014 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. As of December 31, 2014, there was no unrecognized compensation cost related to unvested share-based compensation awards outstanding. All shares are vested. The Company recorded no stock-based compensation expense for 2014, 2013 or 2012.
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, 2014 and 2013.
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:
2014
|
2013
|
2012
|
||||||||||
|
||||||||||||
Weighted average common shares |
2,980,602 | 2,980,602 | 2,980,602 | |||||||||
Average treasury shares |
(242,966 | ) | (244,129 | ) | (245,713 | ) | ||||||
|
|
|
|
|
|
|||||||
Total weighted average common shares outstanding (basic) |
2,737,636 | 2,736,473 | 2,734,889 | |||||||||
Dilutive effect of assumed exercise of stock options |
1,442 | 2,004 | 252 | |||||||||
|
|
|
|
|
|
|||||||
Weighted average common shares outstanding (diluted) |
2,739,078 | 2,738,477 | 2,735,141 | |||||||||
|
|
|
|
|
|
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, 2014. Options to purchase an aggregate of 11,904 and 30,760 common shares were outstanding at December 31, 2014 and 2013.
ACCOUNTING DEVELOPMENTS
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. This Update is not expected to have a significant impact on the Companys financial statements.
2014 Report to Shareholders | CSB Bancorp, Inc. 33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Updates core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update.
In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments also require enhanced disclosures. The accounting changes in this Update are effective for the first interim or annual period beginning after December 15, 2014. An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited. The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date. This Update is not expected to have a significant impact on the Companys financial statements.
In August 2014, the FASB issued ASU 2014-14, Receivables Troubled Debt Restructurings by Creditors (Subtopic 310-40). The amendments in this Update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. 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. This Update is not expected to have a significant impact on the Companys financial statements.
In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items, as part of its initiative to reduce complexity in accounting standards. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This Update is not expected to have a significant impact on the Companys financial statements.
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 2014 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 SECURITIES
Securities consist of the following at December 31:
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
(Dollars in thousands)
|
Cost
|
Gains | Losses | Value | ||||||||||||
|
||||||||||||||||
2014 |
||||||||||||||||
Available-for-sale: |
||||||||||||||||
U.S. Treasury security |
$ | 1,004 | $ | | $ | 4 | $ | 1,000 | ||||||||
U.S. Government agencies |
25,228 | 6 | 155 | 25,079 | ||||||||||||
Mortgage-backed securities of government agencies |
47,696 | 730 | 79 | 48,347 | ||||||||||||
Other mortgage-backed securities |
139 | 2 | | 141 | ||||||||||||
Asset-backed securities of government agencies |
2,606 | 3 | 5 | 2,604 | ||||||||||||
State and political subdivisions |
17,878 | 433 | 44 | 18,267 | ||||||||||||
Corporate bonds |
4,503 | 40 | 1 | 4,542 | ||||||||||||
Equity securities |
106 | 22 | | 128 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available-for-sale |
99,160 | 1,236 | 288 | 100,108 | ||||||||||||
Held-to-maturity securities |
||||||||||||||||
U.S. Government agencies |
16,343 | 294 | 2 | 16,635 | ||||||||||||
Mortgage-backed securities of government agencies |
21,973 | 398 | 56 | 22,315 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total held-to-maturity |
38,316 | 692 | 58 | 38,950 | ||||||||||||
Restricted stock |
4,614 | | | 4,614 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities |
$ | 142,090 | $ | 1,928 | $ | 346 | $ | 143,672 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
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 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
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 | ||||||||
|
|
|
|
|
|
|
|
2014 Report to Shareholders | CSB Bancorp, Inc. 35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 SECURITIES (CONTINUED)
The amortized cost and fair value of debt securities at December 31, 2014, 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.
Amortized | Fair | |||||||
(Dollars in thousands)
|
Cost
|
Value
|
||||||
|
||||||||
Available-for-sale: |
||||||||
Due in one year or less |
$ | 4,649 | $ | 4,684 | ||||
Due after one through five years |
20,221 | 20,332 | ||||||
Due after five through ten years |
23,289 | 23,427 | ||||||
Due after ten years |
50,895 | 51,537 | ||||||
|
|
|
|
|||||
Total debt securities available-for-sale |
$ | 99,054 | $ | 99,980 | ||||
|
|
|
|
|||||
Held-to-maturity: |
||||||||
Due in one year or less |
$ | | $ | | ||||
Due after one through five years |
| | ||||||
Due after five through ten years |
8,692 | 8,830 | ||||||
Due after ten years |
29,624 | 30,120 | ||||||
|
|
|
|
|||||
Total debt securities held-to-maturity |
$ | 38,316 | $ | 38,950 | ||||
|
|
|
|
Securities with a market value of approximately $88.4 million and $87.9 million were pledged at December 31, 2014 and 2013, 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 $4.1 million and $5 million at December 31, 2014 and 2013, respectively. Federal Reserve Bank stock was $471 thousand at December 31, 2014 and 2013.
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 2014 and 2013. There were no securities sold during 2012.
(Dollars in thousands)
|
2014
|
2013
|
||||||
|
||||||||
Proceeds |
$ | 2,483 | $ | 4,309 | ||||
Realized gains |
$ | 133 | $ | 159 | ||||
Realized losses |
| | ||||||
|
|
|
|
|||||
Net securities gains |
$ | 133 | $ | 159 | ||||
|
|
|
|
36 2014 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 | ||||||||||||||||||||||
|
|
|||||||||||||||||||||||
Gross | Gross | Gross | ||||||||||||||||||||||
Unrealized | Fair | Unrealized | Fair | Unrealized | Fair | |||||||||||||||||||
(Dollars in thousands)
|
Losses
|
Value
|
Losses
|
Value
|
Losses
|
Value
|
||||||||||||||||||
|
||||||||||||||||||||||||
2014 |
||||||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||||||
U.S. Treasury security |
$ | 4 | $ | 1,000 | $ | | $ | | $ | 4 | $ | 1,000 | ||||||||||||
U.S. Government agencies |
12 | 5,188 | 143 | 5,856 | 155 | 11,044 | ||||||||||||||||||
Mortgage-backed securities of government agencies |
40 | 6,348 | 39 | 4,939 | 79 | 11,287 | ||||||||||||||||||
Asset-backed securities of government agencies |
5 | 1,603 | | | 5 | 1,603 | ||||||||||||||||||
State and political subdivisions |
13 | 1,300 | 31 | 1,416 | 44 | 2,716 | ||||||||||||||||||
Corporate bonds |
1 | 499 | | | 1 | 499 | ||||||||||||||||||
Held-to-maturity |
||||||||||||||||||||||||
U.S. Government agencies |
2 | 998 | | | 2 | 998 | ||||||||||||||||||
Mortgage-backed securities of government agencies |
| | 56 | 9,265 | 56 | 9,265 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total temporarily impaired securities |
$ | 77 | $ | 16,936 | $ | 269 | $ | 21,476 | $ | 346 | $ | 38,412 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
There were thirty-four (34) securities in an unrealized loss position at December 31, 2014, nineteen (19) 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, 2014.
2014 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)
|
2014
|
2013
|
||||||
|
||||||||
Commercial |
$ | 123,813 | $ | 117,478 | ||||
Commercial real estate |
139,695 | 129,828 | ||||||
Residential real estate |
121,684 | 111,445 | ||||||
Construction & land development |
17,446 | 13,444 | ||||||
Consumer |
7,913 | 6,687 | ||||||
|
|
|
|
|||||
Total loans before deferred costs |
410,551 | 378,882 | ||||||
Deferred loan costs |
352 | 243 | ||||||
|
|
|
|
|||||
Total loans |
$ | 410,903 | $ | 379,125 | ||||
|
|
|
|
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, 2014 and 2013, approximately 77% 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.
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.
38 2014 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 LOANS (CONTINUED)
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, 2014 and 2013, there were no concentrations of loans to any single industry.
Allowance for Loan Losses
The following table details activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2014, 2013 and 2012. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. During 2014, the increase in the provision for possible loan losses related to commercial loans was primarily due to the increase in the historical loss rate of loans in this category. The increase in the provision related to commercial real estate loans was affected by an increase in loan balances, offset by a decrease in impaired loans. The decrease in the provision related to residential real estate loans was affected by the decrease in the specific allocation amounts related to impaired residential real estate loans, as well as a decrease in the historical loss rates of the loans in this category. The decrease in the provision related to construction and consumer loans was due to the decrease in the historical loss rates in both of these categories.
Construction | ||||||||||||||||||||||||||||
Commercial | Residential | & Land | ||||||||||||||||||||||||||
(Dollars in thousands)
|
Commercial
|
Real Estate
|
Real Estate
|
Development
|
Consumer
|
Unallocated
|
Total
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
December 31, 2014 |
||||||||||||||||||||||||||||
Beginning balance |
$ | 1,219 | $ | 1,872 | $ | 1,205 | $ | 178 | $ | 91 | $ | 520 | $ | 5,085 | ||||||||||||||
Provision for loan losses |
1,047 | 23 | (164 | ) | (36 | ) | (34 | ) | (193 | ) | 643 | |||||||||||||||||
Charge-offs |
(1,005 | ) | (379 | ) | (27 | ) | | (11 | ) | (1,422 | ) | |||||||||||||||||
Recoveries |
28 | 8 | 25 | | 14 | 75 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net charge-offs |
(977 | ) | (371 | ) | (2 | ) | | 3 | (1,347 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending balance |
$ | 1,289 | $ | 1,524 | $ | 1,039 | $ | 142 | $ | 60 | $ | 327 | $ | 4,381 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 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:
Construction | ||||||||||||||||||||||||||||
Commercial | Residential | & Land | ||||||||||||||||||||||||||
(Dollars in thousands)
|
Commercial
|
Real Estate
|
Real Estate
|
Development
|
Consumer
|
Unallocated
|
Total
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
2014 |
||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||
Ending allowance balances attributable to loans: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | | $ | 109 | $ | 75 | $ | | $ | | $ | | $ | 184 | ||||||||||||||
Collectively evaluated for impairment |
1,289 | 1,415 | 964 | 142 | 60 | 327 | 4,197 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total ending allowance balance |
$ | 1,289 | $ | 1,524 | $ | 1,039 | $ | 142 | $ | 60 | $ | 327 | $ | 4,381 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans: |
||||||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 5,922 | $ | 1,679 | $ | 1,612 | $ | | $ | | $ | 9,213 | ||||||||||||||||
Loans collectively evaluated for impairment |
117,891 | 138,016 | 120,072 | 17,446 | 7,913 | 401,338 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total ending loans balance |
$ | 123,813 | $ | 139,695 | $ | 121,684 | $ | 17,446 | $ | 7,913 | $ | 410,551 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
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 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
40 2014 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:
Recorded | ||||||||||||||||||||||||||||
Unpaid | Investment | Recorded | Total | Average | Interest | |||||||||||||||||||||||
Principal | With No | Investment | Recorded | Related | Recorded | Income | ||||||||||||||||||||||
(Dollars in thousands)
|
Balance
|
Allowance
|
With Allowance
|
Investment
|
Allowance
|
Investment
|
Recognized
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
2014 |
||||||||||||||||||||||||||||
Commercial |
$ | 7,011 | $ | 5,889 | $ | 37 | $ | 5,926 | $ | | $ | 6,739 | $ | 208 | ||||||||||||||
Commercial real estate |
1,836 | 950 | 728 | 1,678 | 109 | 2,723 | 90 | |||||||||||||||||||||
Residential real estate |
1,721 | 885 | 730 | 1,615 | 75 | 1,796 | 61 | |||||||||||||||||||||
Construction & land development |
| | | | | | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total impaired loans |
$ | 10,568 | $ | 7,724 | $ | 1,495 | $ | 9,219 | $ | 184 | $ | 11,258 | $ | 359 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 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:
Total Past | ||||||||||||||||||||||||||||
30-59 Days | 60-89 Days | 90 Days + | Due and | Total | ||||||||||||||||||||||||
(Dollars in thousands)
|
Current
|
Past Due
|
Past Due
|
Past Due
|
Nonaccrual
|
Nonaccrual
|
Loans
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
2014 |
||||||||||||||||||||||||||||
Commercial |
$ | 122,283 | $ | 362 | $ | 96 | $ | 1 | $ | 1,071 | $ | 1,530 | $ | 123,813 | ||||||||||||||
Commercial real estate |
137,683 | 174 | 104 | | 1,734 | 2,012 | 139,695 | |||||||||||||||||||||
Residential real estate |
120,025 | 424 | 92 | 280 | 863 | 1,659 | 121,684 | |||||||||||||||||||||
Construction & land development |
17,431 | | 15 | | | 15 | 17,446 | |||||||||||||||||||||
Consumer |
7,798 | 73 | 42 | | | 115 | 7,913 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total loans |
$ | 405,220 | $ | 1,033 | $ | 349 | $ | 281 | $ | 3,668 | $ | 5,331 | $ | 410,551 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings
The Company had troubled debt restructurings (TDRs) of $6.8 million as of December 31, 2014, with $88 thousand of specific reserves allocated to customers whose loan terms have been modified in TDRs. As of December 31, 2013, the Company had TDRs of $8.6 million, with $583 thousand of specific reserves allocated. At December 31, 2014, $6.3 million of the loans classified as TDRs were performing in accordance with their modified terms. Of the remaining $518 thousand, all were in nonaccrual of interest status.
None of the loans that were restructured in 2012 or 2013 have defaulted in 2013 or 2014. 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:
Number Of | Pre-Modification | Post-Modification | ||||||||||
(Dollars in thousands)
|
Loans Restructured
|
Recorded Investment
|
Recorded Investment
|
|||||||||
|
||||||||||||
2014 |
||||||||||||
Residential real estate |
1 | $ | 84 | $ | 84 | |||||||
|
|
|
|
|
|
|||||||
Total restructured loans |
1 | $ | 84 | $ | 84 | |||||||
|
|
|
|
|
|
|||||||
2013 |
||||||||||||
Commercial real estate |
3 | $ | 83 | $ | 83 | |||||||
Residential real estate |
3 | 264 | 264 | |||||||||
|
|
|
|
|
|
|||||||
Total restructured loans |
6 | $ | 347 | $ | 347 | |||||||
|
|
|
|
|
|
42 2014 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:
Special | Not | |||||||||||||||||||||||
(Dollars in thousands)
|
Pass
|
Mention
|
Substandard
|
Doubtful
|
Rated
|
Total
|
||||||||||||||||||
|
||||||||||||||||||||||||
2014 |
||||||||||||||||||||||||
Commercial |
$ | 112,467 | $ | 3,809 | $ | 6,690 | $ | | $ | 847 | $ | 123,813 | ||||||||||||
Commercial real estate |
129,792 | 4,898 | 3,634 | | 1,371 | 139,695 | ||||||||||||||||||
Residential real estate |
209 | | 39 | | 121,436 | 121,684 | ||||||||||||||||||
Construction & land development |
13,889 | 1,579 | | | 1,978 | 17,446 | ||||||||||||||||||
Consumer |
| | | | 7,913 | 7,913 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 256,357 | $ | 10,286 | $ | 10,363 | $ | | $ | 133,545 | $ | 410,551 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2014 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
|
|||||||||
|
||||||||||||
2014 |
||||||||||||
Commercial |
$ | 847 | $ | | $ | 847 | ||||||
Commercial real estate |
1,371 | | 1,371 | |||||||||
Residential real estate |
120,332 | 1,104 | 121,436 | |||||||||
Construction & land development |
1,978 | | 1,978 | |||||||||
Consumer |
7,913 | | 7,913 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 132,441 | $ | 1,104 | $ | 133,545 | ||||||
|
|
|
|
|
|
|||||||
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 | ||||||
|
|
|
|
|
|
Mortgage Servicing Rights
For the years ended December 31, 2014 and 2013, the Company had outstanding mortgage servicing rights (MSRs) of $222 thousand and $225 thousand, respectively. No valuation allowance was recorded at December 31, 2014 or 2013 as the fair value of the MSRs exceeded their carrying value. On December 31, 2014, the Company had $55.5 million residential mortgage loans with servicing retained as compared to $56.9 million with servicing retained at December 31, 2013.
Total loans serviced for others approximated $70.6 million and $70.2 million at December 31, 2014 and 2013, respectively.
44 2014 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)
|
2014
|
2013
|
||||||||||
| ||||||||||||
Land and improvements |
$ | 1,489 | $ | 1,489 | ||||||||
Buildings and improvements |
9,665 | 9,656 | ||||||||||
Furniture and equipment |
7,567 | 7,327 | ||||||||||
Leasehold improvements |
260 | 260 | ||||||||||
|
|
|
|
|||||||||
18,981 | 18,732 | |||||||||||
Accumulated depreciation |
10,695 | 10,042 | ||||||||||
|
|
|
|
|||||||||
Premises and equipment, net |
$ | 8,286 | $ | 8,690 | ||||||||
|
|
|
|
The Bank leases certain office locations. Total rental expense under these leases approximated $299 thousand, $299 thousand, and $298 thousand in 2014, 2013 and 2012, respectively. Depreciation expense amounted to $653 thousand, $625 thousand and $567 thousand for the years ended December 31, 2014, 2013 and 2012, respectively.
Future minimum lease payments at December 31, 2014 were as follows:
(Dollars in thousands)
|
||||||||||
| ||||||||||
2015 |
$ | 294 | ||||||||
2016 |
172 | |||||||||
2017 |
32 | |||||||||
|
|
|||||||||
Total |
$ | 498 | ||||||||
|
|
NOTE 5 CORE DEPOSIT INTANGIBLE ASSETS
Core Deposit Intangible
No additional core deposit intangible was recorded in 2014, 2013 or 2012. 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 $130 thousand, $135 thousand and $140 thousand in 2014, 2013 and 2012, respectively. The following table shows the core deposit intangible and the related accumulated amortization as of December 31:
(Dollars in thousands)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
Gross carrying amount |
$ | 1,251 | $ | 1,251 | $ | 1,251 | ||||||
Accumulated amortization |
(622 | ) | (492 | ) | (357 | ) | ||||||
|
|
|
|
|
|
|||||||
Net carrying amount |
$ | 629 | $ | 759 | $ | 894 | ||||||
|
|
|
|
|
|
2014 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, 2014 is as follows:
Core Deposit | ||||||||
(Dollars in thousands)
|
Amortization
|
|||||||
| ||||||||
2015 |
$ | 125 | ||||||
2016 |
121 | |||||||
2017 |
116 | |||||||
2018 |
101 | |||||||
2019 |
63 | |||||||
Thereafter |
103 | |||||||
|
|
|||||||
$ | 629 | |||||||
|
|
NOTE 6 INTEREST-BEARING DEPOSITS
Interest-bearing deposits at December 31 are as follows:
(Dollars in thousands)
|
2014
|
2013
|
||||||||
|
||||||||||
Demand |
$ | 77,725 | $ | 76,327 | ||||||
Savings |
155,336 | 149,937 | ||||||||
Time deposits: |
||||||||||
In excess of $250,000 |
13,191 | 12,280 | ||||||||
Other |
114,572 | 122,064 | ||||||||
|
|
|
|
|||||||
Total interest-bearing deposits |
$ | 360,824 | $ | 360,608 | ||||||
|
|
|
|
|||||||
At December 31, 2014, stated maturities of time deposits were as follows:
|
| |||||||||
(Dollars in thousands)
|
||||||||||
|
||||||||||
2015 |
$ | 66,964 | ||||||||
2016 |
26,155 | |||||||||
2017 |
14,910 | |||||||||
2018 |
15,323 | |||||||||
2019 |
4,389 | |||||||||
2020 and beyond |
22 | |||||||||
|
|
|||||||||
Total |
$ | 127,763 | ||||||||
|
|
46 2014 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)
|
2014
|
2013
|
||||||||
|
||||||||||
Balance at year-end |
$ | 46,627 | $ | 48,671 | ||||||
Average balance outstanding |
51,855 | 45,330 | ||||||||
Maximum month-end balance |
63,717 | 48,671 | ||||||||
Weighted-average rate at year-end |
0.14 | % | 0.15 | % | ||||||
Weighted-average rate during the year |
0.15 | 0.15 |
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:
Weighted | ||||||||||||||||||||||||||||
Average | Stated Interest | |||||||||||||||||||||||||||
Maturity Range | Interest | Rate Range | At December 31, | |||||||||||||||||||||||||
(Dollars in thousands)
|
From
|
To
|
Rate
|
From
|
To
|
2014
|
2013
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Fixed rate |
10/2/14 | 12/21/17 | 3.61 | % | 3.48 | % | 3.73 | % | $ | 10,000 | $ | 12,000 | ||||||||||||||||
Fixed rate amortizing |
1/1/14 | 4/1/24 | 1.42 | 1.16 | 7.15 | 4,953 | 459 | |||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
$ | 14,953 | $ | 12,459 | |||||||||||||||||||||||||
|
|
|
|
Maturities of other borrowings at December 31, 2014, are summarized as follows for the years ended December 31:
Weighted | ||||||||||
Average | ||||||||||
(Dollars in thousands)
|
Amount
|
Rate
|
||||||||
|
||||||||||
2015 |
$ | 1,488 | 1.71 | % | ||||||
2016 |
1,079 | 1.58 | ||||||||
2017 |
10,730 | 3.44 | ||||||||
2018 |
534 | 1.16 | ||||||||
2019 and beyond |
1,122 | 1.16 | ||||||||
|
|
|||||||||
$ | 14,953 | 2.88 | % | |||||||
|
|
Monthly principal and interest payments, as well as 10% - 20% principal curtailments on the borrowings anniversary dates are due on the fixed-rate amortizing borrowings. FHLB borrowings are secured by a blanket collateral agreement. At December 31, 2014 the Company has the capacity to borrow an additional $46.1 million from the FHLB.
2014 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)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
Current |
$ | 2,393 | $ | 2,196 | $ | 2,040 | ||||||
Deferred |
175 | 77 | (50 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total income tax provision |
$ | 2,568 | $ | 2,273 | $ | 1,990 | ||||||
|
|
|
|
|
|
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)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
Expected provision using statutory |
$ | 2,874 | $ | 2,554 | $ | 2,223 | ||||||
Tax-exempt income on state and municipal |
(188 | ) | (203 | ) | (269 | ) | ||||||
Interest expense associated with carrying certain state |
4 | 6 | 6 | |||||||||
Tax-exempt income on bank owned life insurance |
(90 | ) | (86 | ) | (78 | ) | ||||||
Other |
(32 | ) | 2 | 108 | ||||||||
|
|
|
|
|
|
|||||||
Total income tax provision |
$ | 2,568 | $ | 2,273 | $ | 1,990 | ||||||
|
|
|
|
|
|
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) | 2014 | 2013 | ||||||||
| ||||||||||
Allowance for loan losses |
$ | 1,648 | $ | 1,887 | ||||||
Net operating loss carryforward |
341 | 470 | ||||||||
Capital loss carryforward |
| 35 | ||||||||
Unrealized loss on securities available-for-sale |
145 | 750 | ||||||||
Other |
41 | 37 | ||||||||
|
|
|
|
|||||||
2,175 | 3,179 | |||||||||
|
|
|
|
|||||||
Valuation allowance on deferred tax assets |
| (35 | ) | |||||||
|
|
|
|
|||||||
Deferred tax assets |
2,175 | 3,144 | ||||||||
|
|
|
|
|||||||
Premises and equipment |
(374 | ) | (443 | ) | ||||||
Federal Home Loan Bank stock dividends |
(609 | ) | (736 | ) | ||||||
Deferred loan fees |
(282 | ) | (226 | ) | ||||||
Prepaid expenses |
(159 | ) | (120 | ) | ||||||
Other |
(374 | ) | (462 | ) | ||||||
|
|
|
|
|||||||
Deferred tax liabilities |
(1,798 | ) | (1,987 | ) | ||||||
|
|
|
|
|||||||
Net deferred tax asset |
$ | 377 | $ | 1,157 | ||||||
|
|
|
|
48 2014 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 INCOME TAXES (CONTINUED)
The Company has a net operating loss tax carry-forward of approximately $1 million, as of December 31, 2014. The net operating loss carryforward can be used to offset future taxable income and will begin to expire in tax year 2026.
The Company recognized the benefit of a capital loss carryforward due to expire in 2014 with the redemption of Federal Home Loan stock in 2014. The valuation allowance for the capital loss carry forward was reversed during 2014. 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. The Company 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, the Company is no longer subject to U.S. federal, state, or local income tax examinations by tax authorities for years prior to 2011.
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 2014 and 2013, and 2.5% of each eligible participants compensation for 2012, 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 $269 thousand, $284 thousand and $270 thousand for 2014, 2013 and 2012, 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:
2014 | 2013 | 2012 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Average | Average | Average | ||||||||||||||||||||||
Exercise | Exercise | Exercise | ||||||||||||||||||||||
Shares | Price | Shares | Price | Shares | Price | |||||||||||||||||||
|
||||||||||||||||||||||||
Outstanding at beginning of year |
30,760 | $ | 17.90 | 31,760 | $ | 17.85 | 39,620 | $ | 17.49 | |||||||||||||||
Granted |
| | | | | | ||||||||||||||||||
Exercised |
(18,856 | ) | (17.84 | ) | (1,000 | ) | (16.10 | ) | (4,650 | ) | (16.05 | ) | ||||||||||||
Forfeited |
| | (3,210 | ) | (16.06 | ) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Outstanding at end of year |
11,904 | 18.00 | 30,760 | 17.90 | 31,760 | 17.85 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Options exercisable at year-end |
11,904 | $ | 18.00 | 30,760 | $ | 17.90 | 31,760 | $ | 17.85 | |||||||||||||||
Weighted-average fair value of |
N/A | N/A | N/A |
Options outstanding at December 31, 2014 were as follows:
Outstanding | ||||||||||||||||
Weighted | ||||||||||||||||
Average | Weighted | |||||||||||||||
Remaining | Average | |||||||||||||||
Exercise | Contractual | Exercise | ||||||||||||||
Price
|
Number
|
Life (Years)
|
Number
|
Price
|
||||||||||||
|
||||||||||||||||
$ 18.00 |
11,904 | 1.23 | 11,904 | $ | 18.00 |
2014 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 $48 thousand and $34 thousand at December 31, 2014 and 2013, respectively. There were no share awards vested in 2014, 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)
|
2014
|
2013
|
||||||||
|
||||||||||
Commitments to extend credit |
$ | 126,387 | $ | 119,571 | ||||||
|
|
|
|
|||||||
Letters of credit |
$ |
1,778 |
|
$ |
679 |
| ||||
|
|
|
|
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, 2014 are due on demand or expire in 2015. 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 years ended December 31:
(Dollars in thousands) | 2014 | 2013 | ||||||||
|
||||||||||
Balance at beginning of year |
$ | 5,092 | $ | 6,218 | ||||||
New loans and advances |
72 | 315 | ||||||||
Repayments, including loans sold |
747 | 1,441 | ||||||||
|
|
|
|
|||||||
Balance at end of year |
$ | 4,417 | $ | 5,092 | ||||||
|
|
|
|
Deposits from executive officers, directors and their related business interests at both December 31, 2014 and 2013 were approximately $10.4 million.
50 2014 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, 2014 and 2013 that the Company and Bank met or exceeded all capital adequacy requirements to which they are subject.
As of December 31, 2014, 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
|
||||||||||||||||||
|
||||||||||||||||||||||||
2014 |
||||||||||||||||||||||||
Total capital (to risk-weighted assets) |
||||||||||||||||||||||||
Consolidated |
$ | 56,742 | 13.6 | % | $ | 33,488 | 8.0 | % | $ | 41,861 | 10.0 | % | ||||||||||||
Bank |
55,731 | 13.3 | 33,464 | 8.0 | 41,830 | 10.0 | ||||||||||||||||||
Tier 1 capital (to risk-weighted assets) |
||||||||||||||||||||||||
Consolidated |
52,353 | 12.5 | 16,744 | 4.0 | 25,116 | 6.0 | ||||||||||||||||||
Bank |
51,342 | 12.3 | 16,732 | 4.0 | 25,098 | 6.0 | ||||||||||||||||||
Tier 1 capital (to average assets) |
||||||||||||||||||||||||
Consolidated |
52,353 | 8.5 | 24,602 | 4.0 | 30,753 | 5.0 | ||||||||||||||||||
Bank |
51,342 | 8.4 | 24,597 | 4.0 | 30,746 | 5.0 | ||||||||||||||||||
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 1 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 1 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 |
2014 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, 2015, the Bank could dividend $9.5 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, 2014 and 2013 and for each of the three years in the period ended December 31, 2014 follows:
(Dollars in thousands)
|
2014
|
2013
|
||||||||||
|
||||||||||||
CONDENSED BALANCE SHEETS
|
||||||||||||
ASSETS
|
||||||||||||
Cash deposited with subsidiary bank |
$ | 699 | $ | 598 | ||||||||
Investment in subsidiary bank |
56,424 | 51,596 | ||||||||||
Securities available-for-sale |
128 | 128 | ||||||||||
Other assets |
199 | 192 | ||||||||||
|
|
|
|
|||||||||
TOTAL ASSETS
|
$
|
57,450
|
|
$
|
52,514
|
|
||||||
|
|
|
|
|||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
Total liabilities |
$ | | $ | 103 | ||||||||
Total shareholders equity |
57,450 | 52,411 | ||||||||||
|
|
|
|
|||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 57,450 | $ | 52,514 | ||||||||
|
|
|
|
|||||||||
(Dollars in thousands)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
CONDENSED STATEMENTS OF INCOME |
||||||||||||
Interest on securities |
$ | 2 | $ | 2 | $ | 2 | ||||||
Dividends from subsidiary |
2,400 | 2,400 | 2,000 | |||||||||
|
|
|
|
|
|
|||||||
Total income |
2,402 | 2,402 | 2,002 | |||||||||
Operating expenses |
312 | 356 | 354 | |||||||||
|
|
|
|
|
|
|||||||
Income before taxes and undistributed equity income of subsidiary |
2,090 | 2,046 | 1,648 | |||||||||
Income tax benefit |
(141 | ) | (121 | ) | (120 | ) | ||||||
Equity earnings in subsidiary, net of dividends |
3,653 | 3,073 | 2,779 | |||||||||
|
|
|
|
|
|
|||||||
NET INCOME |
$ | 5,884 | $ | 5,240 | $ | 4,547 | ||||||
|
|
|
|
|
|
|||||||
COMPREHENSIVE INCOME |
$ | 7,058 | $ | 1,920 | $ | 4,981 | ||||||
|
|
|
|
|
|
52 2014 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 CONDENSED PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)
(Dollars in thousands)
|
2014
|
2013
|
2012
|
|||||||||
|
||||||||||||
CONDENSED STATEMENTS OF CASH FLOWS |
||||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 5,884 | $ | 5,240 | $ | 4,547 | ||||||
Adjustments to reconcile net income to cash provided by operations: |
||||||||||||
Equity earnings in subsidiary, net of dividends |
(3,653 | ) | (3,073 | ) | (2,779 | ) | ||||||
Change in other assets, liabilities |
(111 | ) | 42 | 49 | ||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
2,120 | 2,209 | 1,817 | |||||||||
|
|
|
|
|
|
|||||||
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 |
(2,026 | ) | (1,970 | ) | (1,969 | ) | ||||||
Cash received from exercise of stock options |
7 | 8 | 5 | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in financing activities |
(2,019 | ) | (1,962 | ) | (1,964 | ) | ||||||
|
|
|
|
|
|
|||||||
Increase (decrease) in cash |
101 | 210 | (147 | ) | ||||||||
Cash at beginning of year |
598 | 388 | 535 | |||||||||
|
|
|
|
|
|
|||||||
Cash at end of year |
$ | 699 | $ | 598 | $ | 388 | ||||||
|
|
|
|
|
|
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. |
2014 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, 2014 and December 31, 2013, 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
|
||||||||||||
|
||||||||||||||||
Assets: |
December 31, 2014 | |||||||||||||||
|
|
|||||||||||||||
Securities available-for-sale |
||||||||||||||||
U.S. Treasury security |
$ | 1,000 | $ | | $ | | $ | 1,000 | ||||||||
U.S. Government agencies |
| 25,079 | | 25,079 | ||||||||||||
Mortgage-backed securities of government agencies |
| 48,347 | | 48,347 | ||||||||||||
Other mortgage-backed securities |
| 141 | | 141 | ||||||||||||
Asset-backed securities of government agencies |
| 2,604 | | 2,604 | ||||||||||||
State and political subdivisions |
| 18,267 | | 18,267 | ||||||||||||
Corporate bonds |
| 4,542 | | 4,542 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt securities |
1,000 | 98,980 | | 99,980 | ||||||||||||
Equity securities |
128 | | | 128 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available-for-sale securities |
$ | 1,128 | $ | 98,980 | $ | | $ | 100,108 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Assets: |
December 31, 2013 | |||||||||||||||
|
|
|||||||||||||||
Securities available-for-sale |
||||||||||||||||
U.S. Treasury security |
$ | 997 | $ | | $ | | $ | 997 | ||||||||
U.S. Government agencies |
| 22,301 | | 22,301 | ||||||||||||
Mortgage-backed securities of government agencies |
| 54,300 | | 54,300 | ||||||||||||
Other mortgage-backed securities |
| 235 | | 235 | ||||||||||||
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 | ||||||||
|
|
|
|
|
|
|
|
54 2014 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, 2014 and December 31, 2013, 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.
(Dollars in thousands)
|
Level I
|
Level II
|
Level III
|
Total
|
||||||||||||||||
|
||||||||||||||||||||
Assets measured on a nonrecurring basis: |
December 31, 2014 | |||||||||||||||||||
|
|
|||||||||||||||||||
Impaired loans |
$ | | $ | | $ | 9,029 | $ | 9,029 | ||||||||||||
Assets measured on a nonrecurring basis: |
December 31, 2013 | |||||||||||||||||||
|
|
|||||||||||||||||||
Impaired loans |
$ | | $ | | $ | 9,856 | $ | 9,856 |
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 | ||||||||||||||
Fair Value | Valuation | Unobservable | Range | |||||||||||
(Dollars in thousands)
|
Estimate
|
Techniques
|
Input
|
(Weighted Average)
| ||||||||||
| ||||||||||||||
December 31, 2014 | ||||||||||||||
|
||||||||||||||
Discounted | Remaining term | 2 mos to 28 yrs / (62 mos) | ||||||||||||
Impaired loans |
$ | 6,539 | cash flow | Discount rate | 3.1% to 8.3% / (4.6%) | |||||||||
Appraisal of | Appraisal adjustments2 | 20% to 25% (24%) | ||||||||||||
2,490 | collateral1,3 | Liquidation expense2 | 10% | |||||||||||
December 31, 2013 | ||||||||||||||
|
||||||||||||||
Discounted | Remaining term | 3 mos to 29 yrs / (62 mos) | ||||||||||||
Impaired loans |
$ | 8,663 | cash flow | Discount rate | 7.1% to 12% / (7.5%) | |||||||||
Appraisal of | Appraisal adjustments2 | 20% to 25% (24%) | ||||||||||||
1,193 | collateral1,3 | Liquidation expense2 | 10% |
1Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various inputs which are not identifiable.
2Appraisals 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.
3Includes qualitative adjustments by management and estimated liquidation expenses.
2014 Report to Shareholders | CSB Bancorp, Inc. 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair values of recognized financial instruments as of December 31 are as follows:
2014 | ||||||||||||||||||||
(Dollars in thousands)
|
Carrying
|
Level I
|
Level II
|
Level III
|
Total Fair
|
|||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 43,923 | $ | 43,923 | $ | | $ | | $ | 43,923 | ||||||||||
Securities available-for-sale |
100,108 | 1,128 | 98,980 | | 100,108 | |||||||||||||||
Securities held-to-maturity |
38,316 | | 38,950 | | 38,950 | |||||||||||||||
Restricted stock |
4,614 | 4,614 | | | 4,614 | |||||||||||||||
Loans held for sale |
75 | 75 | | | 75 | |||||||||||||||
Net loans |
406,522 | | | 411,168 | 411,168 | |||||||||||||||
Bank-owned life insurance |
9,815 | 9,815 | | | 9,815 | |||||||||||||||
Accrued interest receivable |
1,329 | 1,329 | | | 1,329 | |||||||||||||||
Mortgage servicing rights |
222 | | | 222 | 222 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Deposits |
$ | 500,075 | $ | 372,312 | $ | | $ | 128,445 | $ | 500,757 | ||||||||||
Short-term borrowings |
46,627 | 46,627 | | | 46,627 | |||||||||||||||
Other borrowings |
14,953 | | | 15,348 | 15,348 | |||||||||||||||
Accrued interest payable |
84 | 84 | | | 84 | |||||||||||||||
2013 | ||||||||||||||||||||
(Dollars in thousands)
|
Carrying
|
Level I
|
Level II
|
Level III
|
Total Fair
|
|||||||||||||||
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 | |||||||||||||||
Mortgage servicing rights |
225 | | | 225 | 225 | |||||||||||||||
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 2014 Report to Shareholders | CSB Bancorp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
For purposes of the above disclosures of estimated fair value, the following assumptions are used:
Cash and cash equivalents; Loans held for sale; Accrued interest receivable; Mortgage servicing rights; Short-term borrowings, and Accrued interest payable
The fair value of the above instruments is considered to be carrying value.
Securities
The fair value of securities available-for-sale and securities held-to-maturity which are measured on a recurring basis are determined primarily by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on securities relationship to other similar securities. Classified as Level I or Level II in the fair value hierarchy.
Net loans
The fair value for loans is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality. Where quoted market prices were available, primarily for certain residential mortgage loans, such market rates were utilized as estimates for fair value. Fair value of nonaccrual loans is based on carrying value, classified as Level III.
Bank-owned life insurance
The carrying amount of bank-owned life insurance is based on the cash surrender value of the policies and is a reasonable estimate of fair value, classified as Level I.
Restricted stock
Restricted stock includes FHLB Stock and Federal Reserve Bank Stock. It is not practicable to determine the fair value of regulatory equity securities due to restrictions placed on their transferability. Fair value is based on carrying value, classified as Level 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.
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, 2014 and 2013. These financial instruments relate to commitments to extend credit and letters of credit. The aggregated contract amount of such financial instruments was approximately $128.2 million at December 31, 2014 and $120.3 million at December 31, 2013. 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.
2014 Report to Shareholders | CSB Bancorp, Inc. 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table presents the changes in accumulated other comprehensive (loss) income by component net of tax for the years ended December 31, 2014 and 2013.
(Dollars in thousands)
|
Pretax
|
Tax Effect
|
After-tax
|
Affected Line
| ||||||||||
| ||||||||||||||
Balance as of December 31, 2013 |
$ (2,207) | $ 751 | $ (1,456) | |||||||||||
Unrealized holding gain on available-for-sale |
1,612 | (549 | ) | 1,063 | ||||||||||
Amount reclassified for net gains included |
(133 | ) | 45 | (88 | ) | (a) (b) | ||||||||
Amortization of held-to-maturity discount |
301 | (102 | ) | 199 | ||||||||||
|
|
|
|
|
|
|||||||||
Total other comprehensive loss |
1,780 | (606 | ) | 1,174 | ||||||||||
|
|
|
|
|
|
|||||||||
BALANCE AS OF |
$ (427) | $ 145 | $ (282) | |||||||||||
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2012 |
$ 2,823 | $ (959) | $ 1,864 | |||||||||||
Unrealized holding loss on available-for-sale |
(3,195 | ) | 1,086 | (2,109 | ) | |||||||||
Amount reclassified for net gains included |
(159 | ) | 54 | (105 | ) | (a) (b) | ||||||||
Unrealized loss on securities transferred from |
(1,931 | ) | 657 | (1,274 | ) | |||||||||
|
|
|
|
|
|
|||||||||
Amortization of held-to-maturity discount |
255 | (87 | ) | 168 | ||||||||||
|
|
|
|
|
|
|||||||||
Total other comprehensive loss |
(5,030 | ) | 1,710 | (3,320 | ) | |||||||||
|
|
|
|
|
|
|||||||||
BALANCE AS OF |
$ (2,207) | $ 751 | $ (1,456) | |||||||||||
|
|
|
|
|
|
(a) Securities gain, net.
(b) Federal income tax provision.
58 2014 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
|
Net Interest
|
Net
|
Basic
|
Diluted
|
|||||||||||||||
|
||||||||||||||||||||
2014 |
` | |||||||||||||||||||
First quarter |
$ 5,336 | $ 4,898 | $ 1,416 | $ 0.52 | $ 0.52 | |||||||||||||||
Second quarter |
5,484 | 5,045 | 1,522 | 0.55 | 0.55 | |||||||||||||||
Third quarter |
5,435 | 4,997 | 1,507 | 0.55 | 0.55 | |||||||||||||||
Fourth quarter |
5,401 | 4,987 | 1,439 | 0.53 | 0.53 | |||||||||||||||
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 |
2014 Report to Shareholders | CSB Bancorp, Inc. 59
OFFICERS OF THE COMMERCIAL AND SAVINGS BANK
STEVEN R. BAILEY | PAULA S. FOY | PAULA J. MEILER | EDDIE L. STEINER | |||
Executive Vice President, | Vice President, | Senior Vice President, | Chairman, | |||
Chief Operations Officer, | Compliance Officer/BSA Officer | Chief Financial Officer | President, | |||
Chief Information Officer | Chief Executive Officer | |||||
LORI S. FRANTZ | A. LEE MILLER | |||||
PAMELA S. BASINGER | Assistant Vice President, | Vice President, | STEVEN J. STIFFLER | |||
Vice President, | Banking Center Manager | Cash Management & Special | Vice President, | |||
Financial Officer | Projects, CRA Officer | Commercial Banker | ||||
BRETT A. GALLION | ||||||
DEBORAH S. BERNER | Vice President, | EDWARD J. MILLER | ERIC D. STROUSE | |||
Vice President, | Senior Information Officer | Vice President, | Vice President, | |||
Retail Services Manager, | Operation Services Manager, | Commercial Banker | ||||
Marketing & Public Relations | CARRIE A. GERBER | Security | ||||
Credit Officer | ELAINE A. TEDROW | |||||
PAMELA L. BROMUND | MOLLY M. MOHR | Assistant Vice President, | ||||
Assistant Vice President, | ERIC S. GERBER | Assistant Vice President, | Banking Center Manager | |||
Loan Operations Supervisor | Assistant Vice President, | Banking Center Manager | ||||
Commercial Banker | JENNIFER M. THORPE | |||||
WENDY D. BROWN | DANIEL L. MUSE | Assistant Vice President, | ||||
Assistant Vice President, | KENDRA E. GUNDRUM | Operations Officer | Senior Credit Analyst | |||
Bank Operations Manager | Officer, | |||||
Banking Center Manager | TODD R. NICOLAS | WILLIAM R. TINLIN | ||||
C. DAWN BUTLER | Vice President, | Vice President, | ||||
Vice President, | MARC R. HARVEY | Commercial Banker | Recovery, Right to Financial | |||
Regional Bank Manager | Assistant Vice President, | Privacy Officer | ||||
Training Manager | SHAWN E. OSWALD | |||||
BEVERLY A. CARR | Vice President, | BRIAN D. TROYER | ||||
Operations Officer, | BENJAMIN J. HERSHBERGER | Information Technology | Vice President, | |||
Bank Operations | Officer, | Director,OFAC Officer | Trust Officer | |||
Banking Center Manager | ||||||
COLBY CHAMBERLIN | AMY R. PATTERSON | ALICIA R. WALLACE | ||||
Vice President, | JASON B. HUMMEL | Assistant Vice President, | Vice President, | |||
Commercial Banker | Vice President, | Loan Officer | Commercial Banker | |||
Commercial Banker | ||||||
DALE J. CLINTON | MELANIE S. RABER | JANE C. WHITMER | ||||
Vice President, | JULIE A. JONES | Officer, | Officer, | |||
Internal Auditor | Vice President, | Commercial Loan | Assistant Banking Center | |||
Director of Human Resources | Documentation Supervisor | Manager | ||||
PEGGY L. CONN | ||||||
Corporate Secretary | STEPHEN K. KILPATRICK | THOMAS S. RUMBAUGH | MICHAEL D. WORKMAN | |||
First Vice President, | Vice President, | Vice President, | ||||
MARIANNE DAVIS | Senior Credit Officer | Trust Officer | Mortgage Loan Officer, | |||
Assistant Vice President, | Small Business Lender | |||||
Banking Center Manager | KEVIN J. MCALLISTER | LISA M. SCHONAUER | ||||
Vice President, | Assistant Vice President, | ANTHONY YODER | ||||
CHRISTOPHER J. DELATORE | Trust Officer | Banking Center Manager | Officer, | |||
Vice President, | Banking Center Manager | |||||
Commercial Banker | ROBYN E. MCCLINTOCK | REBECCA J. SHULTZ | ||||
Vice President, | Assistant Vice President, | CRYSTAL R. YODER | ||||
DAVID J. DOLAN | Regional Bank Manager | Loan Officer | Operations Officer | |||
Vice President, | ||||||
Retail Lending Manager | JASON R. MCCULLOCH | BUD STEBBINS | ||||
Vice President, | First Vice President, | |||||
CYNTHIA A. FERRY | Brokerage Manager | Senior Loan Officer | ||||
Assistant Vice President, | ||||||
Banking Center Manager | SHERRY A. MCROBIE | |||||
Assistant Vice President, | ||||||
Banking Center Manager |
60 2014 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 |
|
honoring DOCDAN MILLER 36 YEARS OF DEDICATED SERVICE
Dr. Daniel J. Miller will retire from the Board of Directors of CSB Bancorp, Inc., effective at our April 22, 2015 shareholders meeting. Doc as he is commonly known, joined our Board in 1979 and has been instrumental in the continued growth and success of our Company.
When Doc joined the Board, the assets of the Bank stood at $40 million and we had a total of four Banking Centers, two in Millersburg, one in Walnut Creek and one in Winesburg. As Doc retires, CSB now stands at $620 million in assets, 16 Banking Centers in four counties, an Operations Center and Trust and Financial Services offices located in Millersburg and Wooster.
We graciously thank Doc for his dedication and years of service to our Company. We wish him the very best as he and his wife Mary continue on their journey. |
2014 Report to Shareholders | CSB Bancorp, Inc. 61
THE COMMERCIAL & SAVINGS BANK | ||
INFORMATION & CUSTOMER SERVICE |
330-674-9015 or 1-800-654-9015 | |
24 HOUR PHONE BANKING |
330-674-2720 or 1-888-438-2720 | |
24 HOUR ONLINE BANKING, BILLPAY & MOBILE |
www.csb1.com | |
LOAN SERVICES 91 North Clay Street, Millersburg |
330-674-9015 or 1-800-654-9015 | |
OPERATIONS CENTER 91 North Clay Street, Millersburg |
330-674-9015 | |
INVESTMENT SERVICES 91 South Clay Street, Millersburg |
330-674-2397 | |
TRUST SERVICES 91 North Clay Street, Millersburg |
Holmes, Stark & Tuscarawas Counties 330-674-2397 | |
TRUST SERVICES 305 West Liberty Street, Wooster |
Wayne County 330-263-1955 |
CSB BANKING CENTERS |
||
HOLMES REGION |
||
BERLIN BANKING CENTER 4587 S.R. 39, Berlin (Drive-Up ATM) |
330-893-3565 | |
CHARM BANKING CENTER 4440 C.R. 70, Charm (Walk-Up ATM) |
330-893-3323 | |
MILLERSBURG CLINTON COMMONS BANKING CENTER 2102 Glen Drive, Millersburg (Drive-Up ATM) |
330-674-2265 | |
MILLERSBURG SOUTH CLAY BANKING CENTER 91 South Clay Street, Millersburg (Drive-Up ATM) |
330-674-0687 | |
WALNUT CREEK BANKING CENTER 4980 Olde Pump Street, Walnut Creek (Walk-Up ATM) |
330-893-2961 | |
WINESBURG BANKING CENTER 2225 U.S. 62, Winesburg (Drive-Up ATM) |
330-359-5543 | |
TUSCARAWAS & STARK REGION |
||
GNADENHUTTEN BANKING CENTER 100 South Walnut Street, Gnadenhutten (Drive-Up ATM) |
740-254-4313 | |
NEW PHILADELPHIA BANKING CENTER 635 West High Avenue, New Philadelphia (Drive-Up ATM) |
330-308-4867 | |
NORTH CANTON BANKING CENTER 1210 North Main Street, North Canton (Drive-Up ATM) |
330-497-0839 | |
SUGARCREEK BANKING CENTER 127 South Broadway, Sugarcreek (Drive-Up ATM) |
330-852-4444 | |
WAYNE REGION |
||
ORRVILLE AREA BANKING CENTER 461 Wadsworth Road, Orrville (Drive-Up ATM) |
330-682-8000 | |
ORRVILLE HIGH STREET BANKING CENTER 330 West High Street, Orrville (Drive-Up ATM) |
330-682-8001 | |
SHREVE BANKING CENTER 333 West South Street, Shreve (Drive-Up ATM) |
330-567-2226 | |
WOOSTER DOWNTOWN BANKING CENTER 305 West Liberty Street, Wooster (Drive-Up ATM) |
330-263-1955 | |
WOOSTER MILLTOWN BANKING CENTER 3562 Commerce Parkway, Wooster (Drive-Up ATM) |
330-345-2031 |
62 2014 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 5, 2015, 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, 2014.
/s/ S.R. Snodgrass P.C. |
Wexford, Pennsylvania March 23, 2015 |
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 23, 2015
/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 23, 2015
/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, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Eddie L. Steiner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Eddie L. Steiner |
Eddie L. Steiner |
President and Chief Executive Officer |
March 23, 2015
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, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Paula J. Meiler, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Paula J. Meiler |
Paula J. Meiler |
Senior Vice President and |
Chief Financial Officer |
March 23, 2015
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