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CSB Bancorp, Inc. - Quarter Report: 2005 June (Form 10-Q)

CSB Bancorp, Inc. 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
 
  For the quarterly period ended: June 30, 2005
 
   
 
  OR
 
   
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-21714
CSB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
     
Ohio   34-1687530
     
(State or other jurisdiction of   (I.R.S. Employer Identification Number)
incorporation or organization)    
6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654
 
(Address of principal executive offices)
(330) 674-9015
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) 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 þ      No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o      No þ
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
     
Common stock, $6.25 par value
  Outstanding at July 30, 2005
 
  2,644,966 common shares
 
 

 


CSB BANCORP, INC.
FORM 10-Q
QUARTER ENDED June 30, 2005
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 EX-11 Statement Regarding Computation of Per Share Earnings
 EX-31.1 Rule 13A-14(A)/15D-14(A) CEO Certification
 EX-31.2 Rule 13A-14(A)/15D-14(A) CFO Certification
 EX-32.1 Section 1350 CEO's Certification
 EX-32.2 Section 1350 CFO's Certification

 


Table of Contents

CSB BANCORP, INC.
PART I – FINANCIAL INFORMATION
ITEM 1. – FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(Unaudited)
                 
    June 30,   December 31,
    2005   2004
ASSETS
               
Cash and due from banks
  $ 9,761,755     $ 12,501,954  
Interest-bearing deposits with other banks
    97,841       142,338  
Federal funds sold
            3,000,000  
 
               
Total cash and cash equivalents
    9,859,596       15,644,292  
 
               
 
               
Securities available-for-sale, at fair value
    66,345,093       73,438,070  
Restricted stock, at cost
    2,876,800       2,790,400  
 
               
Total securities
    69,221,893       76,228,470  
 
               
Loans
    223,442,275       218,084,479  
Less allowance for loan loans
    2,377,067       2,574,945  
 
               
Net loans
    221,065,208       215,509,534  
 
               
 
               
Premises and equipment, net
    8,351,890       8,243,997  
Accrued interest receivable and other assets
    2,672,628       1,714,050  
 
               
 
               
Total assets
  $ 311,171,215     $ 317,340,343  
 
               
 
               
LIABILITIES
               
Deposits
               
Noninterest-bearing
  $ 35,252,046     $ 41,733,596  
Interest-bearing
    210,142,309       206,217,123  
 
               
Total deposits
    245,394,355       247,950,719  
Securities sold under repurchase agreements
    12,366,775       13,316,473  
Federal Home Loan Bank borrowings
    13,318,622       18,745,236  
Federal funds purchased
    2,300,000          
Accrued interest payable and other liabilities
    1,322,213       1,120,408  
 
               
Total liabilities
    274,701,965       281,132,836  
 
               
 
               
SHAREHOLDERS’ EQUITY
               
Common stock, $6.25 par value: Authorized 9,000,000 shares; issued 2,667,786 shares
    16,673,667       16,673,667  
Additional paid-in capital
    6,413,915       6,413,915  
Retained earnings
    13,898,224       13,358,321  
Treasury stock at cost: 22,820 shares in 2005 and 22,824 shares in 2004
    (626,975 )     (627,119 )
Accumulated other comprehensive income
    110,419       388,723  
 
               
Total shareholders’ equity
    36,469,250       36,207,507  
 
               
 
               
Total liabilities and shareholders’ equity
  $ 311,171,215     $ 317,340,343  
 
               
See notes to consolidated financial statements.

3.


Table of Contents

CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2005   2004   2005   2004
Interest income
                               
Loans, including fees
  $ 3,542,196     $ 2,957,549     $ 6,827,588     $ 5,950,495  
Taxable securities
    517,862       373,376       1,037,191       644,847  
Non-taxable securities
    157,810       412,299       326,598       812,917  
Other
    897       210       1,567       3,208  
 
                               
Total interest income
    4,218,765       3,743,434       8,192,944       7,411,467  
 
                               
Interest expense
                               
Deposits
    993,894       788,666       1,862,891       1,623,496  
Other
    196,444       178,436       372,922       315,854  
 
                               
Total interest expense
    1,190,338       967,102       2,235,813       1,939,350  
 
                               
 
                               
Net interest income
    3,028,427       2,776,332       5,957,131       5,472,117  
Provision for loan losses
    105,999       78,621       211,998       172,621  
 
                               
 
                               
Net interest income after provision for loan losses
    2,922,428       2,697,711       5,745,133       5,299,496  
 
                               
Non-interest income
                               
Service charges on deposit accounts
    234,186       211,069       446,741       393,484  
Gain on sale of securities
                247,047       25,860  
Trust and financial services
    120,885       114,341       238,036       207,983  
Other income
    198,790       246,101       402,294       443,218  
 
                               
Total non-interest income
    553,861       571,511       1,334,118       1,070,545  
 
                               
Non-interest expenses
                               
Salaries and employee benefits
    1,347,708       1,288,202       2,750,172       2,547,341  
Occupancy expense
    186,869       158,653       345,647       320,831  
Equipment expense
    125,611       133,579       249,099       259,219  
State franchise tax
    107,655       103,162       212,578       205,018  
Professional and director fees
    151,523       186,061       307,998       372,392  
Other expenses
    714,179       666,075       1,445,200       1,345,299  
 
                               
Total non-interest expenses
    2,633,545       2,535,732       5,310,694       5,050,100  
 
                               
 
                               
Income before income taxes
    842,744       733,490       1,768,557       1,319,941  
Federal income tax provision
    229,000       127,000       488,000       192,000  
 
                               
 
                               
Net income
  $ 613,744     $ 606,490     $ 1,280,557     $ 1,127,941  
 
                               
 
                               
Basic and diluted earnings per share
  $ 0.23     $ 0.23     $ 0.48     $ 0.43  
 
                               
See notes to consolidated financial statements.

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CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2005   2004   2005   2004
Balance at beginning of period
  $ 35,769,494     $ 34,947,408     $ 36,207,507     $ 34,717,538  
 
                               
Comprehensive income (loss):
                               
Net income
    613,744       606,490       1,280,557       1,127,941  
Change in net unrealized gain (loss), net of reclassification adjustments and related income taxes
    456,348       (656,201 )     (278,304 )     (604,016 )
 
                               
Total comprehensive income (loss)
    1,070,092       (49,711 )     1,002,253       523,925  
 
                               
Issuance of 6 shares from treasury
                    121          
 
                               
Purchase of 2 treasury shares
    (40 )             (40 )        
 
                               
Cash dividends declared $(0.14 and $0.28 per share in 2005, and $0.13 and $0.26 per share in 2004)
    (370,296 )     (343,764 )     (740,591 )     (687,530 )
 
                               
 
                               
Balance at end of period
  $ 36,469,250     $ 34,553,933     $ 36,469,250     $ 34,553,933  
 
                               
See notes to consolidated financial statements.

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CSB BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Six Months Ended
    June 30,
    2005   2004
Net cash from operating activities
  $ 1,518,388     $ 921,089  
 
               
Cash flows from investing activities
               
Securities available-for-sale:
               
Proceeds from maturities, calls and repayments
    2,914,280       11,880,280  
Proceeds from sales
    5,098,433       666,696  
Purchases
    (1,128,596 )     (26,958,621 )
Securities held to maturity:
               
Proceeds from maturities, calls and repayments
          3,697,000  
Net change in loans
    (6,350,727 )     (8,529,595 )
Premises and equipment expenditures, net
    (489,617 )     (273,855 )
 
               
Net cash from investing activities
    43,773       (19,518,095 )
 
               
 
               
Cash flows from financing activities
               
Net change in deposits
    (2,556,364 )     (9,774,422 )
Net change in securities sold under repurchase agreements
    (949,698 )     (1,545,389 )
Net change in federal funds purchased
    2,300,000       13,300,000  
Proceeds from FHLB borrowings
          10,000,000  
Principal reductions on FHLB borrowings, net
    (5,426,614 )     (489,253 )
Purchase of treasury shares
    (40 )      
Cash dividends paid
    (714,141 )     (661,088 )
 
               
Net cash from financing activities
    (7,346,857 )     (13,920,626 )
 
               
 
               
Net change in cash and cash equivalents
    (5,784,696 )     (4,676,380 )
 
               
Cash and cash equivalents at beginning of period
    15,644,292       17,201,381  
 
               
 
               
Cash and cash equivalents at end of period
  $ 9,859,596     $ 12,525,001  
 
               
 
               
Supplemental disclosures
               
Interest paid
  $ 2,205,326     $ 1,962,169  
Income taxes paid
    240,000       280,000  
Non-cash investing activity-transfer of loans to OREO
    625,000          
See notes to consolidated financial statements.

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CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial and Savings Bank (together referred to as the “Company” or “CSB”). All significant intercompany transactions and balances have been eliminated in consolidation.
The consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the Company’s financial position at June 30, 2005, and the results of operations and changes in cash flows for the periods presented have been made.
Certain information and footnote disclosures typically included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The Annual Report for CSB for the year ended December 31, 2004, contains consolidated financial statements and related footnote disclosures which should be read in conjunction with the accompanying consolidated financial statements. The results of operations for the period ended June 30, 2005 are not necessarily indicative of the operating results for the full year or any future interim period.
NOTE 2 – SECURITIES
Securities consist of the following at June 30, 2005 and December 31, 2004:
June 30, 2005
                                 
            Gross   Gross    
    Amortized   unrealized   unrealized   Fair
Available-for-sale:   cost   gains   losses   value
U.S. Treasury security
  $ 99,911             $ 567     $ 99,344  
Obligations of U.S. government corporations and agencies
    36,991,793     $ 7,433       216,876       36,782,350  
Obligations of states and political subdivisions
    13,459,977       445,324       3,220       13,902,081  
Mortgage-backed securities
    15,622,405       16,663       81,455       15,557,613  
Equity securities
    3,705                   3,705  
 
                               
Total available-for-sale
    66,177,791       469,420       302,118       66,345,093  
Restricted stock
    2,876,800                   2,876,800  
 
                               
 
                               
Total securities
  $ 69,054,591     $ 469,420     $ 302,118     $ 69,221,893  
 
                               

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CSB BANCORP. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SECURITIES (continued)
December 31, 2004
                                 
            Gross   Gross    
    Amortized   unrealized   unrealized   Fair
    cost   gains   losses   value
Available-for-sale:
                               
U.S. Treasury security
  $ 101,551     $ 32,277             $ 133,828  
Obligations of U.S. government corporations and agencies
    39,458,087       38,527     $ 282,074       39,214,540  
Mortgage-backed securities
    16,291,492       9,347       72,876       16,227,963  
Obligations of states and political subdivisions
    16,997,965       863,774             17,861,739  
 
                               
Total available-for-sale
    72,849,095       943,925       354,950       73,438,070  
Restricted stock
    2,790,400                   2,790,400  
 
                               
Total securities
  $ 75,639,495     $ 943,925     $ 354,950     $ 76,228,470  
 
                               

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CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion focuses on the consolidated financial condition of CSB Bancorp, Inc. and its subsidiary at June 30, 2005, compared to December 31, 2004, and the consolidated results of operations for the six month and quarterly periods ending June 30, 2005 compared to the same periods in 2004. The purpose of this discussion is to provide the reader with a more thorough understanding of the consolidated financial statements. This discussion should be read in conjunction with the interim consolidated financial statements and related footnotes.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain risks and uncertainties. When used herein, the terms “anticipates,” “plans,” “expects,” “believes,” and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. The Company’s actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, general economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services.
The Company does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
FINANCIAL CONDITION
Total assets were $311.2 million at June 30, 2005, compared to $317.3 million at December 31, 2004, representing a decrease of $6.1 million or 1.9%. Cash and cash equivalents decreased $5.8 million or 37.0%, during the six-month period ending June 30, 2005, due to a $2.7 million decrease in cash and due from banks and a $3.0 million decrease in Federal funds sold. Securities decreased $7.0 million or 9.2% during the first six months of 2005 principally due to the sale of $5.1 million of securities during the first quarter of 2005. Net loans increased $5.6 million (2.6%) while deposits and Federal Home Loan Bank borrowings decreased $2.6 million (1.0%) and $5.4 million (28.9%), respectively during the six-month period. Federal funds purchased increased $2.3 million during the period as a liquidity source to cover loan demand as well as repayments of the more costly Federal Home Loan Bank borrowings.

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CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net loans increased $5.6 million, or 2.6% during the six-month period ended June 30, 2005. This increase was due to a combination of increased loan demand and production within the Company’s market area. The allowance for loan losses amounted to $2,377,000, or 1.06% of total loans at June 30, 2005, compared to $2,575,000 or 1.18% of total loans at December 31, 2004. The decrease in the allowance for loan losses as a percentage of total loans is largely due to the charge-off and transfer of two large problem credits in 2005, as described below. The components of the change in the allowance for loan losses during the six-month period ended June 30, 2005 included a provision of $212,000 and net loan charge-offs of $410,000. Loans past due more than 90 days and still accruing interest and loans placed on nonaccrual status aggregated $766,000, or .34% of total loans at June 30, 2005, compared to $1,671,000 or 0.77% of total loans at December 31, 2004.
The ratio of net loans to deposits was 90.1%, compared to 86.9% at December 31, 2004. The increase in this ratio is due to loan growth coupled with deposit shrinkage experienced during the six months ended June 30, 2005.
During the second quarter of 2005, property securing two commercial loans was obtained through foreclosure resulting in net loan charge-offs of $410,000 and a transfer of $625,000.
The Company had net unrealized gains of $167,000 within its securities portfolio at June 30, 2005 compared to net unrealized losses of $524,000 at March 31, 2005 and net unrealized gains of $589,000 at December 31, 2004. Management has considered industry analyst reports, sector credit reports and the volatility within the bond market in concluding that the gross unrealized losses of $302,118 within the portfolio as of June 30, 2005 were primarily the result of customary and expected fluctuations in the bond market. As a result, all security impairments as of June 30, 2005 are considered temporary.
The decrease in Federal Home Loan Bank borrowings resulted from the repayment of a $5 million maturing advance. Other liquidity sources, consisting of securities sold under repurchase agreements and federal funds purchased, increased a combined $1.3 million.
Total shareholders’ equity amounted to $36.5 million or 11.7% of total assets, at June 30, 2005, compared to $36.2 million, or 11.4% of total assets, at December 31, 2004. The increase in shareholders’ equity during the six months ended June 30, 2005 was due to net income of $1,281,000, partially offset by dividends declared of $741,000 and a decrease in unrealized gain on available-for-sale securities, net of tax, of $278,000. The Company and its subsidiary met all regulatory capital requirements at June 30, 2005.

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CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three months ended June 30, 2005 and 2004
For the quarter ended June 30, 2005, the Company recorded net income of $614,000, or $.23 per share, as compared to net income of $606,000 or $.23 per share for the quarter ended June 30, 2004. The increase in net income for the quarter of $8,000 was principally due to a $252,000 increase in net interest income, partially offset by a $98,000 increase in non-interest expenses and a $102,000 increase in the federal income tax provision.
Interest income for the quarter ended June 30, 2005 was $4,219,000 representing a $475,000 increase or 12.7%, compared to the same period in 2004. This increase was primarily due to an increase in loan interest rates. Interest expense for the quarter ended June 30, 2005 was $1,190,000, an increase of $223,000, or 23.1%, from the same period in 2004. The increase in interest expense occurred due to an increase in average rate paid on all interest-bearing liabilities.
The provision for loan losses for the quarter ended June 30, 2005 was $106,000, compared to a $79,000 provision for the same quarter in 2004. The provision for loan losses is determined based on management’s calculation 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.
Non-interest income for the quarter ended June 30, 2005 was $554,000, a decrease of $18,000, or 3.1%, compared to the same quarter in 2004. This decrease was primarily due to the Company exiting credit card merchant servicing during the last half of 2004, resulting in a reduction in other income of $55,000 for the quarter. These decreases were offset by increases in core deposit service charge income of $23,000 and trust and brokerage income of $7,000.
Non-interest expenses for the quarter ended June 30, 2005 increased $98,000, or 3.9%, compared to the second quarter of 2004. This increase was due primarily to the increase of $60,000 in salary and employee benefits with an overall increase in head count and benefit expense partially offset by a $35,000 or 18.6%, decrease in professional and director fees, largely due to a decrease in the use of third-party consultants.
Six months ended June 30, 2005 and 2004
Net income for the six months ending June 30, 2005, was $1,281,000 or $.48 per share, as compared to $1,128,000 or $.43 per share during the same period in 2004. Return on average assets and return on average equity were .82% and 7.11%, respectively, for the six- month period of 2005 compared to .73% and 6.51%, respectively for 2004.
Net interest income was $5,957,000 for the six months ended June 30, 2005, an increase of $485,000 or 8.9% from the same period last year. Total non-interest expenses

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CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
increased $261,000 or 5.2%, for the six month period ended June 30, 2005, as compared to the same period of 2004 while non-interest income increased $264,000, or 24.6%. These improvements in net income were partially offset by an increase to the provision for loan losses of $39,000.         .
Interest income for the six months ended June 30, 2005 was $8,193,000, an increase of $782,000 or 10.6% from the same period in 2004. Interest income on loans increased $877,000 or 14.7% for the six months ended June 30, 2005 as compared to the same period in 2004. This increase was primarily due to an increase of 67 basis points on average loan rates coupled with an overall increase in average gross loan balances of $5.7 million. Interest income on securities decreased $61,000, or 4.2%, as average investment balances declined $3.1 million and were used to fund loan growth.
Interest expense increased $297,000 to $2,236,000 for the six months ended June 30, 2005, compared to the six months ended June 30, 2004. Interest expense on deposits increased $240,000 or 14.8%, from the same period as last year, while interest expense on other borrowings increased $57,000 or 18.0%. The increase in deposit interest expense was caused by the higher rates on all interest bearing deposit accounts. The net interest margin improved by 13 basis points for the six-month period ended June 30, 2005 to 4.20% from 4.06% for the same period in 2004.
The provision for loan losses was $212,000 during the first six months of 2005, compared to $173,000 in the same six-month period of 2004. The provision or credit for loan losses is determined based on management’s calculation 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.
Non-interest income increased $264,000, or 24.6%, during the six months ended June 30, 2005, as compared to the same period in 2004. The increase in non-interest income was primarily due to an increase of $221,000 on sale of securities in 2005 and a $53,000 increase in service charges on deposit accounts. Non-interest expenses increased $261,000, or 5.2%, for the six months ended June 30, 2005, compared to the same period in 2004. Salaries and employee benefits increased $203,000 or 8.0% as a result of increased staffing, as well as employee benefit cost increases. Professional and director fees decreased $64,400 or 17.3%, primarily a result of discontinuing the use of several third-party consultants. Other expense increased $99,000 during the first six months of 2005 partially as a result of two robberies at a branch office and the resulting increase in security costs following those robberies. The bank has also recognized increased costs of the Trust Department expansion in Wooster.
The provision for income taxes was $488,000 (effective rate of 27.6%) for the six months ended June 30, 2005, compared to $192,000 (effective rate of 14.5%) for the six months ended June 30, 2004. The increase in the effective tax rate resulted from a decrease in tax-exempt interest income as a portion of total income before income taxes.

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CSB BANCORP, INC.
ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the quantitative and qualitative disclosures about market risks as of June 30, 2005 from that presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Management performs a quarterly analysis of the Company’s interest rate risk. All positions are currently within the Board-approved policy.
ITEM 4 CONTROLS AND PROCEDURES
With the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in 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, our 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 SEC’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 our 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 our 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.

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CSB BANCORP, INC.
FORM 10-Q
Quarter ended June 30, 2005
PART II — OTHER INFORMATION
Item 1 — Legal Proceedings:
     There are no matters required to be reported under this item.
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds:
     There are no matters required to be reported under this item.
Item 3 — Defaults Upon Senior Securities:
     There are no matters required to be reported under this item.
Item 4 — Submission of Matters to a Vote of Security Holders:
The 2005 Annual Meeting of Shareholders of the Company was held on April 27, 2005. Matters submitted to a vote of the security holders at the meeting was the election of three members to the Board of Directors, each to continue in office until the 2008 Annual Shareholders’ Meeting.
                 
Nominee
  For   Withheld
 
Robert K. Baker
    2,001,319       32,178  
J. Thomas Lang
    1,745,914       287,583  
John J. Limbert
    2,022,299       11,198  
The following individuals continued as directors of CSB following the 2005 Annual Meeting of Shareholders:
Ronald E. Holtman
Daniel J. Miller
Jeffery A. Robb Sr.
Samuel M. Steimel
Eddie L. Steiner
John R. Waltman
To amend the CSB Bancorp, Inc. Share Equity Incentive plan to increase the number of shares available for grant from 75,000 to 200,000 shares.
For 1,397,808
Against 298,671
Abstain 99,561
Item 5 — Other Information:
     There are no matters required to be reported under this item.

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CSB BANCORP, INC.
FORM 10-Q
Quarter ended June 30, 2005
PART II — OTHER INFORMATION
Item 6 — Exhibits:
     
Exhibit    
Number   Description of Document
11
  Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.)
 
   
31.1
  Rule 13a-14(a)/15d-14(a) CEO’s Certification
 
   
31.2
  Rule 13a-14(a)/15d-14(a) CFO’s Certification
 
   
32.1
  Section 1350 CEO’s Certification
 
   
32.2
  Section 1350 CFO’s Certification

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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: August 10, 2005  /s/ John J. Limbert    
  John J. Limbert   
  President
Chief Executive Officer 
 
 
     
Date: August 10, 2005  /s/ Paula J. Meiler    
  Paula J. Meiler   
  Senior Vice President
Chief Financial Officer 
 

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CSB BANCORP, INC.
Index to Exhibits
         
Exhibit       Sequential
Number   Description of Document   Page
11
  Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.)    
 
       
31.1
  Rule 13a-14(a)/15d-14(a) CEO’s Certification    
 
       
31.2
  Rule 13a-14(a)/15d-14(a) CFO’s Certification    
 
       
32.1
  Section 1350 CEO’s Certification    
 
       
32.2
  Section 1350 CFO’s Certification    

17.