csbb-10q_20220331.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-21714
CSB Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio
34-1687530
( State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
91 North Clay Street , P.O. Box 232
Millersburg , OH
44654
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: ( 330 ) 674-9015
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Shares, $6.25 par value
CSBB
OTCPink
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. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of May 1, 2022, the registrant had 2,718,024 shares of common stock, $6.25 par value per share, outstanding.
CSB BANCORP, INC.
FORM 10-Q
QUARTER ENDED March 31, 2022
Table of Contents
Part I - Financial Information
Page
ITEM 1 –
FINANCIAL STATEMENTS (Unaudited)
3
Consolidated Balance Sheets
3
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive (Loss) Income
5
Consolidated Statements of Changes in Shareholders' Equity
6
Condensed Consolidated Statements of Cash Flows
7
Notes to Consolidated Financial Statements
8
ITEM 2 –
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
24
ITEM 3 –
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
29
ITEM 4 –
CONTROLS AND PROCEDURES
30
Part II - Other Information
ITEM 1 –
Legal Proceedings
31
ITEM 1A –
Risk Factors
31
ITEM 2 –
Unregistered Sales of Equity Securities and Use of Proceeds
31
ITEM 3 –
Defaults upon Senior Securities
31
ITEM 4 –
Mine Safety Disclosures
31
ITEM 5 –
Other Information
31
ITEM 6 –
Exhibits
32
Signatures
33
2
CSB BANCORP, INC.
PART I – FINANCIAL INFORMATION
ITEM 1. – FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31,
December 31,
(Dollars in thousands, except share and per share data)
2022
2021
ASSETS
Cash and cash equivalents
Cash and due from banks
$
18,963
$
19,543
Interest-earning deposits in other banks
111,274
224,114
Total cash and cash equivalents
130,237
243,657
Securities
Available-for-sale, at fair value
143,322
131,708
Held-to-maturity (fair value 2022-$ 232,675 ; 2021-$ 174,528 )
246,301
174,808
Equity securities
248
115
Restricted stock, at cost
4,614
4,614
Total securities
394,485
311,245
Loans held for sale
431
231
Loans
567,375
549,154
Less allowance for loan losses
7,305
7,618
Net loans
560,070
541,536
Premises and equipment, net
13,730
13,866
Goodwill
4,728
4,728
Bank-owned life insurance
24,201
24,035
Accrued interest receivable and other assets
7,121
4,941
TOTAL ASSETS
$
1,135,003
$
1,144,239
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits
Noninterest-bearing
$
335,974
$
334,346
Interest-bearing
658,965
668,401
Total deposits
994,939
1,002,747
Short-term borrowings
38,893
36,530
Other borrowings
3,325
3,407
Accrued interest payable and other liabilities
2,918
4,240
Total liabilities
1,040,075
1,046,924
SHAREHOLDERS' EQUITY
Common stock, $ 6.25 par value. Authorized 9,000,000 shares; issued
2,980,602 shares; outstanding 2,718,024 shares 2022 and 2021
18,629
18,629
Additional paid-in capital
9,815
9,815
Retained earnings
79,416
76,715
Treasury stock at cost: 262,578 shares in 2022 and 2021
( 5,719
)
( 5,719
)
Accumulated other comprehensive loss
( 7,213
)
( 2,125
)
Total shareholders' equity
94,928
97,315
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
1,135,003
$
1,144,239
See notes to unaudited consolidated financial statements.
3
CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31,
(Dollars in thousands, except per share data)
2022
2021
INTEREST AND DIVIDEND INCOME
Loans, including fees
$
5,777
$
6,865
Taxable securities
1,281
559
Nontaxable securities
110
111
Other
74
46
Total interest and dividend income
7,242
7,581
INTEREST EXPENSE
Deposits
349
538
Short-term borrowings
12
13
Other borrowings
16
22
Total interest expense
377
573
NET INTEREST INCOME
6,865
7,008
(RECOVERY OF) PROVISION FOR LOAN LOSSES
( 300
)
30
Net interest income, after (recovery of) provision for loan losses
7,165
6,978
NONINTEREST INCOME
Service charges on deposit accounts
265
207
Trust services
264
282
Debit card interchange fees
495
471
Gain on sale of loans, net
118
487
Earnings on bank owned life insurance
166
150
Unrealized gain or (loss) on equity securities, net
1
13
Other income
333
268
Total noninterest income
1,642
1,878
NONINTEREST EXPENSE
Salaries and employee benefits
3,155
3,029
Occupancy expense
272
254
Equipment expense
214
177
Professional and director fees
276
295
Financial institutions and franchise tax expense
195
188
Marketing and public relations
111
79
Software expense
333
300
Debit card expense
164
171
Amortization of intangible assets
—
11
FDIC insurance expense
83
108
Provision for unfunded loan commitments
13
103
Other expenses
652
566
Total noninterest expense
5,468
5,281
Income before income taxes
3,339
3,575
FEDERAL INCOME TAX PROVISION
638
690
NET INCOME
$
2,701
$
2,885
Basic and diluted net earnings per share
$
0.99
$
1.05
See notes to unaudited consolidated financial statements
4
CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
Three Months Ended
March 31,
(Dollars in thousands)
2022
2021
Net income
$
2,701
$
2,885
Other comprehensive loss
Unrealized losses arising during the period
( 6,538
)
( 3,607
)
Amortization of discount on securities transferred to held-to-maturity
98
16
Income tax effect
1,352
755
Other comprehensive loss
( 5,088
)
( 2,836
)
Total comprehensive (loss) income
$
( 2,387
)
$
49
See notes to unaudited consolidated financial statements.
5
CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except share and per share data)
Common
stock
Additional
paid-in
capital
Retained
earnings
Treasury
stock
Accumulated
other
comprehensive
(loss) income
Total
Three Months Ended March 31, 2022
Balance, beginning of period
$
18,629
$
9,815
$
76,715
$
( 5,719
)
$
( 2,125
)
$
97,315
Net income
—
—
2,701
—
—
2,701
Other comprehensive loss
—
—
—
—
( 5,088
)
( 5,088
)
Balance, end of period
$
18,629
$
9,815
$
79,416
$
( 5,719
)
$
( 7,213
)
$
94,928
Three Months Ended March 31, 2021
Balance, beginning of period
$
18,629
$
9,815
$
69,209
$
( 4,780
)
$
986
$
93,859
Net income
—
—
2,885
—
—
2,885
Other comprehensive loss
—
—
—
—
( 2,836
)
( 2,836
)
Cash dividends declared, $ 0.30 per share
—
—
( 823
)
—
—
( 823
)
Balance, end of period
$
18,629
$
9,815
$
71,271
$
( 4,780
)
$
( 1,850
)
$
93,085
See notes to unaudited consolidated financial statements.
6
CSB BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
(Dollars in thousands)
2022
2021
NET CASH FROM OPERATING ACTIVITIES
$
881
$
3,315
CASH FLOWS FROM INVESTING ACTIVITIES
Securities:
Proceeds from repayments, available-for-sale
4,530
16,369
Proceeds from repayments, held-to-maturity
5,205
784
Purchases, available-for-sale
( 22,872
)
( 27,334
)
Purchases, held-to-maturity
( 76,712
)
—
Purchases, equity securities
( 131
)
—
Loan (originations) repayments, net
( 18,716
)
25,325
Property, equipment, and software acquisitions
( 78
)
( 558
)
Net cash (used in) provided by investing activities
( 108,774
)
14,586
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in deposits
( 7,808
)
77,007
Net increase in short-term borrowings
2,363
2,450
Repayment of other borrowings
( 82
)
( 100
)
Net cash (used in) provided by financing activities
( 5,527
)
79,357
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
( 113,420
)
97,258
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
243,657
181,652
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
130,237
$
278,910
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest
$
381
$
579
Income taxes
—
—
Noncash financing activities:
Dividends declared
—
823
See notes to unaudited consolidated financial statements.
7
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying condensed consolidated financial statements include the accounts of CSB Bancorp, Inc. and its wholly-owned subsidiaries, The Commercial and Savings Bank (the “Bank”) and CSB Investment Services, LLC (together referred to as the “Company” or “CSB”). All significant intercompany transactions and balances have been eliminated in consolidation.
The condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the Company’s financial position at March 31, 2022, and the results of operations and changes in cash flows for the periods presented have been made.
Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted. The Annual Report for CSB for the year ended December 31, 2021, contains Consolidated Financial Statements and related footnote disclosures, which should be read in conjunction with the accompanying condensed Consolidated Financial Statements. The results of operations for the periods ended March 31, 2022 are not necessarily indicative of the operating results for the full year or any future interim period.
Certain items in the prior-year financial statements were reclassified to conform to the current-year presentation. Such reclassifications had no effect on net income or shareholders’ equity.
USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS
In preparing the Consolidated Financial Statements, in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Balance Sheets and reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates. The most significant estimates susceptible to change in the near term relate to management’s determination of the allowance for loan losses and the fair value of financial instruments.
8
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
ASU 2016-13 - Financial Instruments - Credit Losses . The Update and all subsequent ASU’s that modified Topic 326, requires that financial assets be presented at the net amount expected to be collected (i.e., net of expected credit losses), eliminating the probable recognition threshold for credit losses on financial assets measured at amortized cost. The measurement of expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We expect the Update will result in an increase in the allowance for credit losses for the estimated life of the financial asset, including an estimate for held-to-maturity debt securities. The amount of any increase will be impacted by the portfolio composition and quality at the adoption date, as well as economic conditions and forecasts at that time. A cumulative-effect adjustment to retained earnings is required as of the beginning of the year of adoption. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. In November 2019, the FASB deferred the effective date for ASC 326, Financial Instruments – Credit Losses, for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASU’s.
ASU 2017-04 - Simplifying the Test for Goodwill Impairment. The Update, and all subsequent ASU’s, simplifies the goodwill impairment test. Under the new guidance, Step 2 of the goodwill impairment process that requires an entity to determine the implied fair value of its goodwill by assigning fair value to all its assets and liabilities is eliminated. Instead, the entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance is effective for annual and interim goodwill tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted. In November 2019, the FASB deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This Update is not expected to have a material impact on the Company’s financial statements.
ASU 2020-4 – Reference Rate Reform (Topic 848). This update provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.
9
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings (TDRs) and Vintage Disclosures. The amendments in this update eliminate TDR accounting for entities that have adopted Update 2016-13, while enhancing disclosure requirements for certain loan modifications by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. The ASU also requires current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance is only for entities that have adopted the amendments in Update 2016-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption using prospective application, including adoption in an interim period where the guidance should be applied as of the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.
10
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 2 – SECURITIES
Securities consist of the following on March 31, 2022 and December 31, 2021:
(Dollars in thousands)
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair value
March 31, 2022
Available-for-sale
U.S. Treasury securities
$
15,310
$
—
$
( 430
)
$
14,880
U.S. Government agencies
13,999
—
( 904
)
13,095
Mortgage-backed securities of government agencies
73,600
27
( 4,306
)
69,321
Asset-backed securities of government agencies
737
—
( 7
)
730
State and political subdivisions
23,154
35
( 735
)
22,454
Corporate bonds
23,744
—
( 902
)
22,842
Total available-for-sale
150,544
62
( 7,284
)
143,322
Held-to-maturity
U.S Treasury Securities
$
12,713
$
—
$
( 597
)
$
12,116
Mortgage-backed securities of government agencies
231,403
9
( 12,874
)
218,538
State and political subdivisions
2,185
—
( 164
)
2,021
Total held-to-maturity
246,301
9
( 13,635
)
232,675
Equity securities
185
63
—
248
Restricted stock
4,614
—
—
4,614
Total securities
$
401,644
$
134
$
( 20,919
)
$
380,859
December 31, 2021
Available-for-sale
U.S. Treasury securities
$
4,982
$
—
$
( 10
)
$
4,972
U.S. Government agencies
13,999
—
( 327
)
13,672
Mortgage-backed securities of government agencies
78,224
393
( 843
)
77,774
Asset-backed securities of government agencies
760
—
( 7
)
753
State and political subdivisions
23,189
343
( 201
)
23,331
Corporate bonds
11,238
57
( 89
)
11,206
Total available-for-sale
132,392
793
( 1,477
)
131,708
Held-to-maturity
U.S Treasury Securities
$
12,700
$
32
$
( 39
)
$
12,693
Mortgage-backed securities of government agencies
159,916
504
( 766
)
159,654
State and political subdivisions
2,192
3
( 14
)
2,181
Total held-to-maturity
174,808
539
( 819
)
174,528
Equity securities
53
62
—
115
Restricted stock
4,614
—
—
4,614
Total securities
$
311,867
$
1,394
$
( 2,296
)
$
310,965
11
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 2 – SECURITIES (continued)
The amortized cost and fair value of debt securities on March 31, 2022, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
(Dollars in thousands)
Amortized cost
Fair value
Available-for-sale
Due in one year or less
$
602
$
603
Due after one through five years
49,847
48,097
Due after five through ten years
33,238
31,765
Due after ten years
66,857
62,857
Total debt securities available-for-sale
$
150,544
$
143,322
Held-to-maturity
Due in one year or less
$
2,494
$
2,432
Due after one through five years
7,390
7,026
Due after five through ten years
3,890
3,630
Due after ten years
232,527
219,587
Total debt securities held-to-maturity
$
246,301
$
232,675
Securities with a fair value of approximately $ 109.8 million and $ 103.0 million were pledged on March 31, 2022 and December 31, 2021, 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 Federal Home Loan Bank of Cincinnati (FHLB) and Federal Reserve Bank stock. The Bank’s investment in FHLB stock amounted to approximately $ 4.1 million on March 31, 2022 and December 31, 2021. Federal Reserve Bank stock was $ 471 thousand on March 31, 2022 and December 31, 2021.
There were no proceeds from sales of securities for the three-month period ended March 31, 2022 and 2021. All gains and losses recognized on equity securities during the three-month period were unrealized.
12
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, on March 31, 2022 and December 31, 2021:
Securities in a continuous unrealized loss position
Less than 12 months
12 months or more
Total
(Dollars in thousands)
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
Fair
value
March 31, 2022
Available-for-sale
U.S. Treasury Securities
$
( 430
)
$
14,880
$
—
$
—
$
( 430
)
$
14,880
U.S. Government agencies
—
—
( 904
)
13,095
( 904
)
13,095
Mortgage-backed securities of government
agencies
( 2,290
)
43,297
( 2,016
)
23,387
( 4,306
)
66,684
Asset-backed securities of government
agencies
—
—
( 7
)
730
( 7
)
730
State and political subdivisions
( 646
)
13,934
( 89
)
715
( 735
)
14,649
Corporate bonds
( 852
)
19,392
( 50
)
950
( 902
)
20,342
Held-to-maturity
U.S. Treasury Securities
( 597
)
12,116
—
—
( 597
)
12,116
Mortgage-backed securities of government
agencies
( 10,713
)
166,971
( 2,161
)
35,245
( 12,874
)
202,216
State and political subdivisions
( 164
)
2,021
—
—
( 164
)
2,021
Total temporarily impaired securities
$
( 15,692
)
$
272,611
$
( 5,227
)
$
74,122
$
( 20,919
)
$
346,733
December 31, 2021
Available-for-sale
U.S. Treasury Securities
$
( 10
)
$
4,972
$
—
$
—
$
( 10
)
$
4,972
U.S. Government agencies
( 69
)
2,930
( 258
)
10,742
( 327
)
13,672
Mortgage-backed securities of government
agencies
( 574
)
43,595
( 269
)
12,653
( 843
)
56,248
Asset-backed securities of government
agencies
—
—
( 7
)
753
( 7
)
753
State and political subdivisions
( 201
)
9,646
—
—
( 201
)
9,646
Corporate bonds
( 44
)
5,710
( 45
)
955
( 89
)
6,665
Held-to-maturity
—
U.S. Treasury Securities
( 39
)
9,837
—
—
( 39
)
9,837
Mortgage-backed securities of government
agencies
( 766
)
98,906
—
—
( 766
)
98,906
State and political subdivisions
( 14
)
1,749
—
—
( 14
)
1,749
Total temporarily impaired securities
$
( 1,717
)
$
177,345
$
( 579
)
$
25,103
$
( 2,296
)
$
202,448
There were 148 securities in an unrealized loss position on March 31, 2022, 28 of which were in a continuous loss position for twelve (12) months or more. There were 66 securities in an unrealized loss position on December 31, 2021, eleven ( 11 ) of which were in a continuous loss position for twelve (12) 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 in an unrealized loss position, the extent and duration of the loss and management’s intent to sell or if it is more likely than not that management will be required to sell a security before recovery of its amortized cost basis, which may be maturity. Management believes the Company will fully recover the cost of these securities. 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 on March 31, 2022 and December 31, 2021, respectively.
13
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 – LOANS
Loans consist of the following:
(Dollars in thousands)
March 31,
2022
December 31,
2021
Commercial 1
$
127,217
$
123,933
Commercial real estate
189,417
194,754
Residential real estate
172,987
168,247
Construction & land development
62,184
46,042
Consumer
15,318
16,074
Total loans before deferred costs
567,123
549,050
Deferred loan costs, net
252
104
Total Loans
$
567,375
$
549,154
1 Includes $ 2.0 million and $ 4.6 million of Paycheck Protection Program loans on March 31, 2022, and December 31, 2021, respectively.
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 non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.
Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. The Company’s management examines current and occasionally projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers; however, 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, inventory, and equipment, and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single industry. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied.
14
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, mitigates risk.
The Company maintains an independent credit department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.
Loans serviced for others approximated $ 142.1 million on March 31, 2022 and December 31, 2021, respectively.
Paycheck Protection Program
The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2 trillion in economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). As a qualified SBA lender, the Company was automatically authorized to originate PPP loans. The PPP provides loans to small businesses who were affected by economic conditions as a result of COVID-19 to provide cash flow assistance to employers who maintain their payroll (including healthcare and certain related expenses), mortgage interest, rent, leases, utilities and interest on existing debt during the COVID-19 emergency. The Company had 19 PPP loans with outstanding principal balances of $ 2.0 million as of March 31, 2022, and 76 PPP loans with balances of $ 4.6 million outstanding as of December 31, 2021. The PPP loans are 100 % guaranteed by the SBA and may be eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan is made as long as certain conditions are met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA will be repaid by the SBA to the Company. PPP loans are included in the Commercial loan category with no allowance for loan losses allocated.
In accordance with the SBA terms and conditions on these PPP loans, as of March 31, 2022, the Company has received approximately $ 5.4 million in fees associated with the processing of these loans since the inception of the program. Upon funding of the loans, fees are deferred and amortized over the life of the loan with the unearned balance fully recognized at the time a loan is forgiven as an adjustment to yield in accordance with FASB ASC 310-20-25-2. For the three months ended March 31, 2022, and 2021, interest and fee income recognized on PPP loans was $ 132 thousand and $ 902 thousand, respectively. As of March 31, 2022, there was approximately $ 49 thousand in remaining unearned fees on PPP loans outstanding.
15
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Concentrations of Credit
Nearly all the Company’s lending activity occurs within the state of Ohio, including the four counties of Holmes, Stark, Tuscarawas and Wayne, as well as other markets. The majority of the Company’s loan portfolio consists of commercial and commercial real estate loans. Credit concentrations, including commitments, as determined using North American Industry Classification Codes (NAICS), to the two largest industries compared to total loans on March 31, 2022, included $ 66.8 million, or 12 %, of total loans to lessors of non-residential buildings or dwellings, and $ 33.3 million, or 6 %, of total loans to assisted living facilities for the elderly. These loans are generally secured by real property and equipment, with repayment expected from operational cash flow. Credit evaluation is based on a review of cash flow coverage of principal, interest payments, and the adequacy of the collateral received.
The Company has identified industries that could be at a higher risk due to the COVID-19 pandemic. As of March 31, 2022, the total balance of loans, including commitments, identified to COVID-19 affected businesses was $ 45.5 million, with $ 33.3 million of those loans to assisted living facilities and $ 10.7 million to businesses in the hotel industry.
Allowance for Loan Losses
The following tables detail activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2022, and 2021. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
For the three months ended March 31, 2022, the decrease in the provision for loan losses for commercial real estate loans was primarily due to the improvement in businesses affected by the COVID-19 pandemic as well as the reduction of loans in this category. The increase in the provision for construction and land development loans and residential real estate loans was primarily related to the increase in balances of loans in these categories. The decrease in provision for all other categories for the three-month period is related to the improvement in overall economic conditions.
For the three months ended March 31, 2021, the decrease in the provision for loan losses for commercial loans was primarily related to payoffs of loans in the sawmill industry, which was partially offset by an increase related to provisions for impaired loans. The decrease in provision for the consumer loan category is primarily due to a reduction in delinquencies and historical losses, along with net recoveries for the three-month period. The increase in the provision for construction loans is primarily due to the uncertainty related to businesses affected by the COVID economic shutdown. The increase in the unallocated portion of the allowance for loan losses is due to the continuing uncertainty from the effects of the pandemic.
S ummary of Allowance for Loan Losses
(Dollars in thousands)
Commercial
Commercial
Real Estate
Residential
Real Estate
Construction
& Land
Development
Consumer
Unallocated
Total
Three Months Ended March 31, 2022
Beginning balance
$
1,240
$
2,838
$
992
$
1,380
$
421
$
747
$
7,618
(Recovery of) provision for loan losses
( 65
)
( 288
)
46
154
( 31
)
( 116
)
( 300
)
Charge-offs
( 10
)
—
—
—
( 21
)
( 31
)
Recoveries
4
—
1
—
13
18
Net (charge-offs) recoveries
( 6
)
—
1
—
( 8
)
( 13
)
Ending balance
$
1,169
$
2,550
$
1,039
$
1,534
$
382
$
631
$
7,305
Three Months Ended March 31, 2021
Beginning balance
$
1,739
$
3,469
$
1,156
$
756
$
352
$
802
$
8,274
Provision for loan losses
( 115
)
20
( 23
)
44
( 79
)
183
30
Charge-offs
( 3
)
—
—
—
( 2
)
( 5
)
Recoveries
19
—
1
—
19
39
Net (charge-offs) recoveries
16
—
1
—
17
34
Ending balance
$
1,640
$
3,489
$
1,134
$
800
$
290
$
985
$
8,338
16
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the balance in the allowance for loan losses and the ending loan balances by portfolio class, based on the impairment method as of March 31, 2022 and December 31, 2021:
(Dollars in thousands)
Commercial
Commercial
Real Estate
Residential
Real Estate
Construction
Consumer
Unallocated
Total
March 31, 2022
Allowance for loan losses:
Individually evaluated for impairment
$
205
$
—
$
2
$
—
$
3
$
210
Collectively evaluated for impairment
964
2,550
1,037
1,534
379
631
7,095
Total ending allowance balance
$
1,169
$
2,550
$
1,039
$
1,534
$
382
$
631
$
7,305
Loans:
Loans individually evaluated for
impairment
$
336
$
254
$
840
$
329
$
133
$
1,892
Loans collectively evaluated for
impairment
126,881
189,163
172,147
61,855
15,185
565,231
Total ending loans balance
$
127,217
$
189,417
$
172,987
$
62,184
$
15,318
$
567,123
December 31, 2021
Allowance for loan losses:
Individually evaluated for impairment
$
208
$
9
$
2
$
—
$
3
$
—
$
222
Collectively evaluated for impairment
1,032
2,829
990
1,380
418
747
7,396
Total ending allowance balance
$
1,240
$
2,838
$
992
$
1,380
$
421
$
747
$
7,618
Loans:
Loans individually evaluated for
impairment
$
342
$
291
$
856
$
329
$
137
$
1,955
Loans collectively evaluated for
impairment
123,591
194,463
167,391
45,713
15,937
547,095
Total ending loans balance
$
123,933
$
194,754
$
168,247
$
46,042
$
16,074
$
549,050
The following table presents loans individually evaluated for impairment by class of loans as of March 31, 2022 and December 31, 2021:
(Dollars in thousands)
Unpaid
Principal
Balance
Recorded
Investment
with no
Allowance
Recorded
Investment
with
Allowance
Total
recorded
investment 1
Related
Allowance
March 31, 2022
Commercial
$
351
$
132
$
205
$
337
$
205
Commercial real estate
396
230
24
254
—
Residential real estate
911
556
288
844
2
Construction & land development
647
330
—
330
—
Consumer
137
9
129
138
3
Total impaired loans
$
2,442
$
1,257
$
646
$
1,903
$
210
December 31, 2021
Commercial
$
354
$
134
$
208
$
342
$
208
Commercial real estate
433
233
59
292
9
Residential real estate
925
571
291
862
2
Construction & land development
646
330
—
330
—
Consumer
141
23
119
142
3
Total impaired loans
$
2,499
$
1,291
$
677
$
1,968
$
222
1 Includes principal, accrued interest, unearned fees, and origination costs
17
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated.
Three Months Ended
March 31,
(Dollars in thousands)
2022
2021
Average recorded investment:
Commercial
$
264
$
2,025
Commercial real estate
222
2,814
Residential real estate
849
810
Construction & land development
329
325
Consumer
135
139
Average recorded investment in impaired loans
$
1,799
$
6,113
Interest income recognized:
Commercial
$
1
$
10
Commercial real estate
2
30
Residential real estate
8
8
Construction & land development
—
—
Consumer
2
2
Interest income recognized on a cash basis on impaired loans
$
13
$
50
The following table presents the aging of past due loans and nonaccrual loans as of March 31, 2022 and December 31, 2021 by class of loans:
Accruing Loans
(Dollars in thousands)
Current
30-59
Days
Past
Due
60-89
Days
Past
Due
90 Days +
Past Due
Non-
Accrual
Total
Past
Due
and
Non-
Accrual
Total
Loans
March 31, 2022
Commercial
$
127,011
$
—
$
—
$
1
$
205
$
206
$
127,217
Commercial real estate
189,279
—
—
—
138
138
189,417
Residential real estate
172,441
70
—
120
356
546
172,987
Construction & land development
61,855
—
—
—
329
329
62,184
Consumer
15,160
92
34
—
32
158
15,318
Total Loans
$
565,746
$
162
$
34
$
121
$
1,060
$
1,377
$
567,123
December 31, 2021
Commercial
$
123,698
$
5
$
17
$
5
$
208
$
235
$
123,933
Commercial real estate
194,615
—
—
—
139
139
194,754
Residential real estate
167,689
191
—
—
367
558
168,247
Construction & land development
45,713
—
—
—
329
329
46,042
Consumer
15,863
171
—
—
40
211
16,074
Total Loans
$
547,578
$
367
$
17
$
5
$
1,083
$
1,472
$
549,050
Troubled Debt Restructurings
All troubled debt restructurings (“TDRs”) are individually evaluated for impairment and a related allowance is recorded, as needed. Loans whose terms have been modified as TDRs totaled $ 1.2 million as of March 31, 2022, and $ 1.3 million as of December 31, 2021, with $ 5 thousand of specific reserves allocated to those loans at March 31, 2022 and $ 14 thousand at December 31, 2021, respectively. On March 31, 2022, $ 1.1 million of the loans classified as TDRs were performing in accordance with their modified terms. The remaining $ 94 thousand were classified as nonaccrual.
18
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
There were no loan modifications considered TDRs completed during the three months ended March 31, 2022. Loan modifications considered TDRs completed during the three months ended March 31, 2021 were as follows:
(Dollars in thousands)
Number of
loans
restructured
Pre-
Modification
Recorded
Investment
Post-
Modification
Recorded
Investment
Three Months Ended March 31, 2021
Commercial real estate
1
1,300
1,300
Residential real estate
1
88
88
2
$
1,388
$
1,388
The loans restructured were modified by changing the monthly payment to interest only and modifying the maturity dates.
None of the loans restructured in 2021 have defaulted in the three months ended March 31, 2022. None of the loans restructured in 2020 defaulted in 2021.
There was no other real estate owned on March 31, 2022 and December 31, 2021. There were no consumer mortgage loans secured by residential real estate in the process of foreclosure on March 31, 2022 and December 31, 2021. There were no repossessed assets on March 31, 2022 and December 31, 2021.
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 all commercial loans before origination and an annual review of those with an outstanding commitment greater than $ 500 thousand. The Company uses the following definitions for risk ratings:
Pass . Loans classified as pass (Cash Secured, Exceptional, Acceptable, Monitor, 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 . Assets assigned a Special Mention grade are not considered classified assets but are considered criticized. These assets exhibit potential weaknesses that, deserve management’s close attention. If left uncorrected, those potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Loans in this rating warrant special attention but have not yet reached the point of concern for loss. These assets have deteriorated sufficiently to the point they would have difficulty refinancing elsewhere. Similarly, purchasers of the business would not be eligible for bank financing unless they represent a significantly stronger credit risk.
Substandard . Loans classified as substandard are inadequately protected by the current sound 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 institution 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 known facts, conditions, and values, highly questionable and improbable.
19
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 annually are either less than $ 500 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 as of March 31, 2022 and December 31, 2021:
(Dollars in thousands)
Pass
Special
Mention
Substandard
Doubtful
Not
Rated
Total
March 31, 2022
Commercial
$
117,674
$
5,272
$
1,843
$
—
$
2,428
$
127,217
Commercial real estate
172,890
3,169
12,416
—
942
189,417
Construction & land development
48,639
5,811
329
—
7,405
62,184
Total
$
339,203
$
14,252
$
14,588
$
—
$
10,775
$
378,818
December 31, 2021
Commercial
$
114,608
$
5,959
$
2,203
$
—
$
1,163
$
123,933
Commercial real estate
176,547
7,313
10,186
—
708
194,754
Construction & land development
33,205
5,439
329
—
7,069
46,042
Total
$
324,360
$
18,711
$
12,718
$
—
$
8,940
$
364,729
Management monitors the credit quality of residential real estate and consumer loans as homogenous groups. These loans are evaluated based on delinquency status and included in the past due table in this section. Nonperforming loans include loans past due 90 days or more and loans on nonaccrual of interest status.
NOTE 4 – SHORT-TERM BORROWINGS
The following table provides additional detail regarding repurchase agreements and the related collateral accounted for as secured borrowings.
Remaining Contractual Maturity
Overnight and Continuous
March 31,
December 31,
(Dollars in thousands)
2022
2021
Securities of U.S. Government Agencies and mortgage-backed securities of
government agencies pledged, fair value
$
39,116
$
36,737
Repurchase agreements
38,893
36,530
NOTE 5 – 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; and inputs that are derived principally from or corroborated by observable market data by corroborated or other means. 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.
20
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 – FAIR VALUE MEASUREMENTS (CONTINUED)
The following table presents the assets reported on the Consolidated Balance Sheets at their fair value on a recurring basis as of March 31, 2022 and December 31, 2021 by level within the fair value hierarchy. No liabilities are carried at fair value. 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 with readily determinable values 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 agencies, mortgage-backed securities, asset-backed securities, obligations of states and political subdivisions and corporate bonds are valued at observable market data for similar assets. Equity securities without readily determinable values are carried at amortized cost adjusted for impairment and observable price changes and are not included in the table below.
(Dollars in thousands)
Level I
Level II
Level III
Total
March 31, 2022
Assets:
Securities available-for-sale
U.S. Treasury securities
$
14,880
$
—
$
—
$
14,880
U.S. Government agencies
—
13,095
—
13,095
Mortgage-backed securities of government agencies
—
69,321
—
69,321
Asset-backed securities of government agencies
—
730
—
730
State and political subdivisions
—
22,454
—
22,454
Corporate bonds
—
22,842
—
22,842
Total available-for-sale securities
$
14,880
$
128,442
$
—
$
143,322
Equity securities
$
202
$
—
$
—
$
202
December 31, 2021
Assets:
Securities available-for-sale
U.S. Treasury securities
$
4,972
$
—
$
—
$
4,972
U.S. Government agencies
—
13,672
—
13,672
Mortgage-backed securities of government agencies
—
77,774
—
77,774
Asset-backed securities of government agencies
—
753
—
753
State and political subdivisions
—
23,331
—
23,331
Corporate bonds
—
11,206
—
11,206
Total available-for-sale securities
$
4,972
$
126,736
$
—
$
131,708
Equity securities
$
69
$
—
$
—
$
69
There were no assets reported at fair value and recorded on a nonrecurring basis on March 31, 2022 and December 31, 2021.
21
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 – FAIR VALUES OF FINANCIAL INSTRUMENTS
The fair values of recognized financial instruments as of March 31, 2022 and December 31, 2021 are as follows:
(Dollars in thousands)
Carrying
Value
Level I
Level II
Level III
Fair Value
March 31, 2022
Financial assets
Securities held-to-maturity
$
246,301
$
12,116
$
220,559
$
—
$
232,675
Loans held for sale
431
444
—
—
444
Net loans
560,070
—
—
564,887
564,887
Mortgage servicing rights
618
—
—
618
618
Financial liabilities
Deposits
$
994,939
$
876,951
$
—
$
117,419
$
994,370
Other borrowings
3,325
—
—
3,265
3,265
December 31, 2021
Financial assets
Securities held-to-maturity
174,808
12,693
161,835
—
174,528
Loans held for sale
231
238
—
—
238
Net loans
541,536
—
—
548,317
548,317
Mortgage servicing rights
604
—
—
604
604
Financial liabilities
Deposits
$
1,002,747
$
881,372
$
—
$
121,005
$
1,002,377
Other borrowings
3,407
—
—
3,431
3,431
Other financial instruments carried at amortized cost include cash and cash equivalents, restricted stock, bank-owned life insurance, accrued interest receivable, short-term borrowings, and accrued interest payable, all of which have a level 1 fair value that approximates their carrying value. The Company also has unrecognized financial instruments on March 31, 2022 and December 31, 2021. These financial instruments relate to commitments to extend credit and letters of credit. The aggregate contract amount of such financial instruments was approximately $ 250 million on March 31, 2022 and $ 248 million on December 31, 2021. Such amounts are also considered to be the fair values.
The fair value estimates of financial instruments are made at a specific point in time based on relevant market information. 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.
22
CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7- ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the changes in accumulated other comprehensive income (loss) by component net of tax for the three months ended March 31, 2022 and 2021:
(Dollars in thousands)
Pretax
Tax Effect
After-tax
Three Months Ended March 31, 2022
Balance, beginning of period
$
( 2,691
)
$
566
$
( 2,125
)
Unrealized holding loss on available-for-sale securities arising during
the period
( 6,538
)
1,373
( 5,165
)
Amortization of held-to-maturity discount resulting from transfer
98
( 21
)
77
Total other comprehensive loss
( 6,440
)
1,352
( 5,088
)
Balance, end of period
$
( 9,131
)
$
1,918
$
( 7,213
)
Three Months Ended March 31, 2021
Balance, beginning of period
$
1,249
$
( 263
)
$
986
Unrealized holding loss on available-for-sale securities arising during
the period
( 3,607
)
758
( 2,849
)
Amortization of held-to-maturity discount resulting from transfer
16
( 3
)
13
Total other comprehensive loss
( 3,591
)
755
( 2,836
)
Balance, end of period
$
( 2,342
)
$
492
$
( 1,850
)
23
CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis focuses on the consolidated financial condition of the Company at March 31, 2022 as compared to December 31, 2021, and the consolidated results of operations for the three months ended March 31, 2022 compared to the same period in 2021. The purpose of this discussion is to provide the reader with a more thorough understanding of the Consolidated Financial Statements. This discussion should be read in conjunction with the interim condensed Consolidated Financial Statements and related footnotes contained in Part I, Item 1 of this Quarterly Report.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report are not historical facts but rather are forward-looking statements that are subject to certain risks and uncertainties. When used herein, the terms “anticipates”, “plans”, “expects”, “believes”, and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, general economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services. Other factors not currently anticipated may also materially and adversely affect the Company’s results of operations, cash flows, and financial position. There can be no assurance that future results will meet expectations. While the Company believes that the forward-looking statements in this report are reasonable, the reader should not place undue reliance on any forward-looking statement.
The Company does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by applicable law.
FINANCIAL CONDITION
Total assets remained constant at $1.1 billion at March 31, 2022 as compared to December 31, 2021. During the three months ended March 31, 2022, securities increased $83 million, net loans increased $19 million, and cash and cash equivalents decreased $113 million. Deposits and short-term borrowings decreased $5 million.
Net loans increased $19 million, or 3%, as construction loans increased $16 million, or 35%, residential real estate loans increased $5 million, or 3%, and commercial real estate loans decreased $5 million, or 3% from December 31, 2021. Commercial loans increased $3 million, or 3%. PPP loans outstanding at March 31, 2022 were $2 million after the bank originated $129 million during 2020 and 2021. Consumer refinance activity slowed significantly on mortgage loans, home purchase activity remained stable despite limited inventory through the first three months of 2022, and home equity line originations increased by $3 million. Residential mortgage loan originations for the three months ended March 31, 2022 totaled $17 million, a decrease from $30 million in originations during the three months ended March 31, 2021. Originations sold into the secondary market were $3 million and $13 million, respectively during the three months ended March 31, 2022 and March 31, 2021. The Bank originates and sells primarily fixed rate thirty-year mortgages into the secondary market.
The allowance for loan losses decreased $1 million from the year ago quarter to $7.3 million. The Company has not early adopted CECL which has been delayed for smaller reporting companies. Year over year outstanding loan balances decreased 3% to $567 million at March 31, 2022. Net charge-offs were $13 thousand, or an annualized 0.01% of average loans, in the current three-month period compared to a net recoveries of $34 thousand net recovery, or -0.02% of average loans in the year-ago three-month period. At March 31, 2022, the allowance for total loans was 1.29%. We believe the allowance level is appropriate given the low level of problem loans and current composition of the overall loan portfolio in the current economic environment.
24
CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Non performing loans in creased $ 9 3 thousand to $ 1. 2 million , or 0. 2 1 % , of total loans from $ 1.1 million, or 0. 20 %, at December 31, 202 1 . For the three months ended March 31, 2022 no loans were placed on n onaccrual status , $ 22 thousand in paydowns were received , and the bank charged off $2 thousand in personal loans due to non-payment .
March 31,
December 31,
March 31,
(Dollars in thousands)
2022
2021
2021
Non-performing loans
$
1,181
$
1,088
$
3,089
Other real estate
—
—
—
Repossessed assets
—
—
—
Allowance for loan losses
7,305
7,618
8,338
Total loans
$
567,375
$
549,154
$
582,714
Allowance for loan losses as a percentage of total loans
1.29
%
1.39
%
1.43
%
Allowance for loan losses to total nonperforming loans
6.2X
7.0X
2.7X
The ratio of gross loans to deposits was 57.0% at March 31, 2022, compared to 54.8% at December 31, 2021.
The Company has no exposure to government-sponsored enterprise preferred stocks, collateralized debt obligations, or trust preferred securities. Management has considered industry analyst reports, sector credit reports, and the volatility within the bond market in concluding that the gross unrealized losses of $20.9 million within the available-for-sale and held-to-maturity portfolios as of March 31, 2022, was primarily the result of current market yields compared to the yields at the time the investments were purchased by the Company and not due to credit quality. As a result, all embedded security losses on March 31, 2022, are considered temporary and no impairment loss relating to these securities has been recognized.
Deposits decreased $7.8 million, or less than 1%, from December 31, 2021 with noninterest-bearing deposits increasing approximately $1.6 million, or less than 1%, and interest-bearing deposit accounts decreasing approximately $9.4 million, or 11%. Total deposits as of March 31, 2022 are $995 million, or 3%, greater than March 31, 2021 deposit balances. On a year over year comparison, increases were recognized in noninterest-bearing demand deposits of $32 million, money market accounts of $17 million, savings of $25 million, and a decline in interest-bearing demand deposits of $42 million and time deposits by $6 million. Deposit growth has normalized following the Bank’s customers increasing deposits through stimulus payments and cash conservation as a result of the COVID-19 pandemic.
Short-term borrowings consisting of overnight repurchase agreements with retail customers increased $2.4 million, or 6%, to $39 million at March 31, 2022 as compared to December 31, 2021 and other borrowings decreased $82 thousand as the Company repaid FHLB advances.
Total shareholders’ equity amounted to $94.9 million, or 8.4%, of total assets at March 31, 2022, a decrease of $2.4 million, or 2%, from $97.3 million December 31, 2021. The decrease in shareholders’ equity during the three months ended March 31, 2022 was due to accumulated other comprehensive loss (“AOCL”) of $5.1 million, that was partially offset by net income of $2.7 million. Rapidly rising interest rates during first quarter 2022 have caused the AOCL to increase as AFS securities are marked to fair market value. As interest rates rise, the fair value of AFS fixed rate securities decline with a corresponding net of tax decline recorded in the AOCL portion of equity. This unrealized loss in securities is temporary and is adjusted monthly for additional interest rate fluctuations, principal paydowns, calls, and maturities. The Company and the Bank met all regulatory capital requirements at March 31, 2022.
RESULTS OF OPERATIONS
Three months ended March 31, 2022 and 2021
For the quarters ended March 31, 2022 and 2021, the Company recorded net income of $2.7 million and $2.9 million and $0.99 and $1.05 per share, respectively. The $184 thousand decrease in net income for the period was primarily the result of a $236 thousand decrease in noninterest income, an increase in noninterest expenses of $187 thousand, and a decrease of $143 thousand in net interest income. The decreases were partially offset by a recovery of provision for loan losses of $300 thousand and a $52 thousand decrease in the federal income tax provision. Return on average assets and return on average equity were 0.96% and 11.26%, respectively, for the three-month period of 2022, compared to 1.10% and 12.33%, respectively for the same quarter in 2021.
25
CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Average Balance Sheets and Net Interest Margin Analysis
For the Three Months Ended March 31,
2022
2021
(Dollars in thousands)
Average
balance 1
Interest
Average
rate 2
Average
balance 1
Interest
Average
rate 2
ASSETS
Interest-earning deposits
$
158,161
$
74
0.19
%
$
203,200
$
46
0.09
%
Taxable securities
334,357
1,281
1.55
181,634
559
1.25
Tax-exempt securities 4
25,311
140
2.24
23,368
141
2.45
Loans 3,4
560,440
5,784
4.19
596,319
6,873
4.67
Total interest-earning assets
1,078,269
7,279
2.74
%
1,004,521
7,619
3.08
%
Noninterest-earning assets
60,329
55,964
TOTAL ASSETS
$
1,138,598
$
1,060,485
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing demand deposits
$
237,680
$
49
0.08
%
$
252,061
87
0.14
%
Savings deposits
309,094
68
0.09
262,828
70
0.11
Time deposits
119,912
232
0.78
122,723
381
1.26
Borrowed funds
44,027
28
0.26
43,311
35
0.33
Total interest-bearing liabilities
710,713
377
0.22
%
680,923
573
0.34
%
Noninterest-bearing demand deposits
326,725
280,451
Other liabilities
3,918
4,182
Shareholders' Equity
97,242
94,929
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY
$
1,138,598
$
1,060,485
Taxable equivalent net interest income, (Non-GAAP)
$
6,902
$
7,046
Tax equivalent adjustment 4
(37
)
(38
)
Net interest income, (GAAP)
$
6,865
$
7,008
Net interest margin, (GAAP)
2.58
%
2.83
%
Tax equivalent adjustment 4
0.02
0.02
Net interest margin-taxable equivalent, (Non-GAAP)
2.60
%
2.85
%
Taxable equivalent net interest spread
2.52
%
2.74
%
1 Average balances have been computed on an average daily basis.
2 Average rates have been computed based on the amortized cost of the corresponding asset or liability.
3 Average loan balances include nonaccrual loans.
4 Interest income is shown on a fully tax-equivalent basis, which is a Non-GAAP measure and is reconciled to the GAAP measure at the bottom of the table.
Interest income for the quarter ended March 31, 2022, was $7.2 million representing a $339 thousand decrease, or 4%, compared to the same period in 2021. This decrease was primarily due to the decrease in loan interest and fee rate offset by an increase in securities balance volume in the comparable periods. Average loan rates decreased 48 basis points for the quarter ended March 31, 2022 as compared to the same period in 2021. Interest expense for the quarter ended March 31, 2022 was $377 thousand, a decrease of $196 thousand, or 34%, from the same quarter in 2021. The decrease in interest expense occurred primarily due to a decrease on all rates on interest-bearing liabilities for the quarter ended March 31, 2022, partially offset by increases in the average deposit balances.
26
CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the quarter ended March 31, 2022, with strengthening economic conditions and improving credit quality, the bank recognized a recovery for loan losses of $300 thousand to the provision for loan losses, compared to a provision for loan losses of $30 thousand for the same quarter in 2021. The recapture of provision for loan losses for the current quarter primarily reflects the sustained improvement in credit quality including the increase in loans graded as pass as well as a reduction of impaired and adversely classified loans. Economic indicators reflect improvement in residential real estate prices and low unemployment. The provision for loan losses is determined based on management’s calculation of the adequacy of the allowance for loan losses, which includes provisions for classified loans as well as for the remainder of the portfolio based on historical data, including past charge-offs and current economic trends.
Noninterest income for the quarter ended March 31, 2022, was $1.6 million, a decrease of $236 thousand, or 13%, compared to the same quarter in 2021. The gain on the sale of mortgage loans into the secondary market decreased by $369 thousand, or 76%, for the quarter ended March 31, 2022 as fewer loans were sold into the secondary market due to decreasing demand for mortgage refinancing and declining inventories of homes available for sale. Fees from trust and brokerage services amounted to $264 thousand for the first quarter 2022, a decrease of $18 thousand, or 6%, as compared to the same quarter in 2021. Service charges on deposit accounts increased $58 thousand, or 28%, compared to the same quarter in 2021. Debit card interchange income increased $24 thousand, or 5%, with greater fees generated from usage in the first quarter 2022. Earnings on bank owned life insurance increased $16 thousand, or 11%, for the first quarter 2022, a result of adding policies in 2021.
Noninterest expenses for the quarter ended March 31, 2022 increased $187 thousand, or 4%, compared to the first quarter 2021. Salaries and employee benefits increased $126 thousand, or 4%, a result of decreases recognized in salary expense through the capitalization of salary expense assigned to loan origination that occurred during the first quarter of 2021. Additional increases in base wages and retirement accruals were recognized in first quarter 2022 as compared to first quarter 2021. The provision for unfunded loan commitments increased $13 thousand over the prior year’s quarter with additional provision recorded for unfunded construction loans within the assisted/senior living sector that have been adversely affected by COVID-19. FDIC assessment amounted to $83 thousand as compared to $108 thousand in the first quarter 2021 due to improvement within nonperforming loans. Marketing and public relations expense increased $32 thousand, or 41%, primarily due to new opportunities and more events taking place after being cancelled due to COVID-19. Occupancy expense increased $18 thousand, or 7%, in 2022 over the first quarter 2021. The Ohio financial institutions tax increased $7 thousand, or 4%, in the first quarter due to the Company’s increased capital base. Professional and director fees decreased $19 thousand, or 6%, for the quarter ended March 31, 2022 as compared to the first quarter 2021. This decrease resulted from a reduction in outside audit fees.
Federal income tax expense decreased $52 thousand, or 8%, for the quarter ended March 31, 2022 as compared to the first quarter 2021. The provision for income taxes was $638 thousand (effective rate of 19.1%) for the quarter ended March 31, 2022, compared to $690 thousand (effective rate of 19.3%) for the same quarter ended 2021.
CAPITAL RESOURCES
The Company maintained a strong capital position with tangible common equity to tangible assets of 8.0% at March 31, 2022 compared with 8.1% at December 31, 2021.
Consistent with the Board of Director’s commitment to public confidence and safe and sound banking operations, capital targets and minimum risk-based capital ratios for CSB were established to maintain excess capital to well-capitalized standards. To be considered well-capitalized, an institution must have a total risk-based capital ratio of at least 10%, a tier 1 capital ratio of at least 8%, a leverage capital ratio of at least 5%, a common equity tier 1 (“CET1”) ratio of at least 6.5% and must not be subject to any order or directive requiring the institution to improve its capital level. An adequately capitalized institution has a total risk-based capital ratio of at least 8%, a tier 1 capital ratio of at least 6%, a CET1 ratio of at least 4.5%, and a leverage ratio of at least 4%.
Failure to meet specified minimum capital requirements could result in regulatory actions by the Federal Reserve or Ohio Division of Financial Institutions that could have a material effect on the Company’s financial condition or results of operations. Management believes there were no material changes to capital resources as
27
CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 . As of March 31, 2022 , the Company and the Bank met all capital adequacy requirements to which they were subject.
Capital Ratios
March 31,
2022
December 31,
2021
Common Equity Tier 1 Capital To Risk Weighted Assets
Consolidated
15.4
%
16.3
%
Bank
15.2
%
16.0
%
Tier 1 Capital To Risk Weighted Assets Ratio
Consolidated
15.4
%
16.3
%
Bank
15.2
%
16.0
%
Total Capital To Risk Weighted Assets Ratio
Consolidated
16.6
%
17.5
%
Bank
16.4
%
17.3
%
Tier 1 Leverage Ratio
Consolidated
8.6
%
8.3
%
Bank
8.5
%
8.2
%
LIQUIDITY
(Dollars in thousands)
March 31,
2022
December 31,
2021
Change
Cash and cash equivalents
$
130,237
$
243,657
$
(113,420
)
Available from FHLB
108,295
107,054
1,241
Unpledged AFS securities at fair market value
120,604
108,158
12,446
$
359,136
$
458,869
$
(99,733
)
Net deposits and short-term liabilities
$
1,012,189
$
1,016,821
$
(4,632
)
Liquidity ratio
35.5
%
45.1
%
(9.6
)
%
Minimum board approved liquidity ratio
20.0
20.0
Liquidity refers to the Company’s ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, pay operating expenses, and meet other obligations. Liquidity is monitored by the Company’s Asset Liability Committee. Other sources of liquidity include, but are not limited to, purchases of federal funds, advances from the FHLB, adjustments of interest rates to attract deposits, brokered deposits, and borrowing at the Federal Reserve discount window. Management believes that its sources of liquidity are adequate to meet cash flow obligations for the foreseeable future.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements (as such term is defined in applicable Securities and Exchange Commission (the “Commission”) rules) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
28
CSB BANCORP, INC.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
By March 2022, Ohio’s unemployment rate approximated 4.1%. The bank is based in Holmes County which is reporting the lowest unemployment rate in Ohio at 2.6% in March 2022. Of the counties within the bank’s footprint, Stark County reported the highest unemployment rate at 4.1% in March. Many jobs within the Bank’s market footprint are going unfilled. The rising rate of inflation, which stood at 8.5% in March 2022, has become persistent and market interest rates have risen substantially during the first quarter of the year. Credit quality in the Bank’s loan portfolio has continued to improve, however risks to the economy remain with higher prices for goods and labor.
Management performs a quarterly analysis of the Company’s interest rate risk 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. All balance sheet positions and interest rate projections are currently within the Company’s board-approved policy for both the twelve- month and twenty-four month periods.
The following table presents an analysis of the estimated sensitivity of the Company’s annual net interest income to sudden and sustained -200 through +400 basis point changes, in 100 basis point increments, in market interest rates at March 31, 2022 and December 31, 2021. The net interest income reflected is for the first twelve-month period of the modeled twenty-four month horizon. The underlying balance sheet for illustrative purposes is dynamic with projected growth in assets and liabilities.
March 31, 2022
(Dollars in thousands)
Change in
Interest Rates
(basis points)
Net Interest
Income
Dollar
Change
Percentage
Change
Board Policy
Limits
+400
$
33,000
$
2,000
6.5
%
+/- 25
%
+300
32,504
1,504
4.9
+/-15
+200
32,010
1,010
3.3
+/-10
+100
31,514
514
1.7
+/-5
0
31,000
—
—
—
-100
30,357
(643
)
(2.1
)
+/-5
-200
29,726
(1,274
)
(4.1
)
+/-10
December 31, 2021
+400
$
28,632
$
1,499
5.5
%
+/- 25
%
+300
28,283
1,150
4.2
+/-15
+200
27,924
791
2.9
+/-10
+100
27,523
390
1.4
+/-5
0
27,133
—
—
—
-100
26,504
(629
)
(2.3
)
+/-5
-200
25,714
(1,419
)
(5.2
)
+/-10
29
CSB BANCORP, INC.
CONTROLS AND PROCEDURES
ITEM 4 - CONTROLS AND PROCEDURES
With the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that:
(a)
information required to be disclosed by the Company in this Quarterly Report on Form 10-Q would be accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;
(b)
information required to be disclosed by the Company in this Quarterly Report on Form 10-Q would be recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms; and
(c)
the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to the Company and its consolidated subsidiary is made known to them, particularly during the period for which the Company’s periodic reports, including this Quarterly Report on Form 10-Q, are being prepared.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes during the period covered by this Quarterly Report on Form 10-Q in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
CSB BANCORP, INC.
FORM 10-Q
Quarter ended March 31, 2022
PART II – OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.
In the opinion of management there are no outstanding legal proceedings that are reasonably likely to have a material adverse effect on the company’s financial condition or results of operations.
ITEM 1A - RISK FACTORS.
Not required for Smaller Reporting Companies.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a)
Not applicable
(b)
Not applicable
(c)
The following table provides information about repurchases of common stock by the Company during the quarter ended March 31, 2022:
Period
Total Number of Common Shares Purchased
Average Price Paid per Common Share
Total Number of Shares Purchased as Part of Publicly Announced Authorization
Maximum Number of Remaining Shares that May be Purchased as Part of Publicly Announced Authorization
January 1, 2022 - January 31, 2022
—
—
—
112,791
February 1, 2022 - February 28, 2022
—
—
—
112,791
March 1, 2022 - March 31, 2022
—
—
—
112,791
Total for quarter
—
—
—
112,791
On March 2, 2021, CSB Bancorp, Inc. filed Form 8-K with the Commission announcing that its Board of Directors approved a Stock Repurchase Program authorizing the repurchase of up to 5% of the Company’s common shares or 137,117 of the Company’s outstanding shares. 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 repurchased no shares under the repurchase authorization during the quarterly period ended March 31, 2022.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4 - MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5 - OTHER INFORMATION.
Not applicable.
CSB BANCORP, INC.
FORM 10-Q
Quarter ended March 31, 2022
PART II – OTHER INFORMATION
ITEM 6 - Exhibits.
Exhibit
Number
Description of Document
3.1
Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed August 6, 2004, Exhibit 3.1, film number 000-21714).
3.1.1
Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 30, 1999, Exhibit 3.1.1, file number 000-21714) .
3.2
Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to the Registrant’s Form 10-SB).
3.2.1
Amended Article VIII of the Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant’s Form DEF 14a filed on March 25, 2009, Appendix A, film number 09703970).
3.2.2
Amended Article II of the Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant’s Form DEF 14a file on March 16, 2021, Appendix A, file number 000-21714 .
4.0
Description of Capital Stock (incorporated by reference to registrants Annual Report on Form 10-K filed on March 16, 2020, Exhibit 4.0, file number 000-21714).
11
Statement Regarding Computation of Per Share Earnings.
31.1
Rule 13a-14(a)/15d-14(a) Chief Executive Officer’s Certification.
31.2
Rule 13a-14(a)/15d-14(a) Chief Financial Officer’s Certification.
32.1
Section 1350 Chief Executive Officer’s Certification.
32.2
Section 1350 Chief Financial Officer’s Certification.
101
The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Net Loss and Comprehensive Loss , (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags .
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
32
CSB BANCORP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CSB BANCORP, INC.
(Registrant)
Date:
May 10, 2022
/s/ Eddie L. Steiner
Eddie L. Steiner
President
Chief Executive Officer
Date:
May 10, 2022
/s/ Paula J. Meiler
Paula J. Meiler
Senior Vice President
Chief Financial Officer
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.