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CSB Bancorp, Inc. - Quarter Report: 2008 March (Form 10-Q)

CSB Bancorp, Inc. 10-Q
Table of Contents

CSB BANCORP, INC.
 
 
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: March 31, 2008
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
incorporation or organization)
  (I.R.S. Employer Identification Number)
91 North Clay, 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o       No þ
Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date.
     
Common stock, $6.25 par value
  Outstanding at May 9, 2008:
 
  2,440,850 common shares
 
 

 


 

CSB BANCORP, INC.
FORM 10-Q
QUARTER ENDED March 31, 2008
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 EX-11
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

 


Table of Contents

CSB BANCORP, INC.
PART I — FINANCIAL INFORMATION
ITEM 1. — FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(Unaudited)
                 
    March 31,     December 31,  
    2008     2007  
ASSETS
               
Cash and due from bank
  $ 10,445,660     $ 12,111,807  
Interest-earning deposits in other banks
    40,052       81,555  
Federal funds sold
    14,300,000        
 
           
Total cash and cash equivalents
    24,785,712       12,193,362  
 
           
 
               
Securities available-for-sale, at fair value
    63,243,672       71,419,830  
Restricted stock, at cost
    3,142,900       3,105,900  
 
           
Total securities
    66,386,572       74,525,730  
 
           
 
               
Loans
    246,983,893       256,659,059  
Less allowance for loan losses
    2,690,830       2,585,901  
 
           
Net loans
    244,293,063       254,073,158  
 
           
 
               
Premises and equipment, net
    7,235,361       7,273,238  
Accrued interest receivable and other assets
    2,107,609       2,204,257  
 
           
 
Total Assets
  $ 344,808,317     $ 350,269,745  
 
           
 
               
LIABILITIES
               
Deposits
               
Noninterest-bearing
  $ 38,665,336     $ 46,038,976  
Interest-bearing
    208,364,076       213,347,066  
 
           
Total deposits
    247,029,412       259,386,042  
Short-term borrowings
    24,604,161       27,305,157  
Other borrowings
    33,875,513       26,023,888  
Accrued interest payable and other liabilities
    2,151,610       1,276,610  
 
           
Total liabilities
    307,660,696       313,991,697  
 
           
 
               
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
    6,455,819       6,452,319  
Retained earnings
    18,552,852       17,990,445  
Treasury stock at cost: 226,936 shares in 2008 and 220,162 shares in 2007
    (4,712,735 )     (4,599,282 )
Accumulated other comprehensive income (loss)
    178,018       (239,101 )
 
           
Total shareholders’ equity
    37,147,621       36,278,048  
 
           
 
Total Liabilities and Shareholders’ Equity
  $ 344,808,317     $ 350,269,745  
 
           
See notes to unaudited consolidated financial statements.

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CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2008     2007  
Interest income
               
Loans, including fees
  $ 4,412,704     $ 4,314,520  
Taxable securities
    804,622       750,057  
Nontaxable securities
    43,878       68,511  
Other
    22,207       13,194  
 
           
Total interest income
    5,283,411       5,146,282  
 
           
 
               
Interest expense
               
Deposits
    1,427,758       1,553,362  
Short-term borrowings
    199,042        
Other
    276,846       337,628  
 
           
Total interest expense
    1,903,646       1,890,990  
 
           
 
               
Net interest income
    3,379,765       3,255,292  
Provision for loan losses
    107,032       78,005  
 
           
 
               
Net interest income after provision for loan losses
    3,272,733       3,177,287  
 
               
Non-interest income
               
Service charges on deposit accounts
    287,152       275,471  
Trust and financial services
    188,664       169,638  
Credit card fee income
    64,052       63,447  
Debit card interchange
    70,821       53,982  
Gain on sale of credit cards
    261,072        
Other income
    83,725       83,563  
 
           
Total non-interest income
    955,486       646,101  
 
           
 
               
Non-interest expenses
               
Salaries and employee benefits
    1,536,903       1,407,180  
Occupancy expense
    197,881       184,553  
Equipment expense
    125,450       115,918  
State franchise tax
    107,430       101,338  
Professional and director fees
    139,556       141,382  
Other expenses
    621,239       669,505  
 
           
Total non-interest expenses
    2,728,459       2,619,876  
 
           
 
               
Income before income taxes
    1,499,760       1,203,512  
Federal income tax provision
    498,000       389,000  
 
           
 
               
Net income
  $ 1,001,760     $ 814,512  
 
           
 
               
Basic and diluted earnings per share
  $ 0.41     $ 0.33  
 
           
See notes to unaudited consolidated financial statements.

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CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2008     2007  
Balance at beginning of period
  $ 36,278,048     $ 35,070,320  
 
               
Comprehensive income:
               
Net income
    1,001,760       814,512  
Change in net unrealized gain, net of reclassification adjustments and related income tax benefit of $214,879 and $59,265, respectively
    417,119       115,045  
 
           
Total comprehensive income
    1,418,879       929,557  
 
               
Issuance of 40 shares from treasury
          641  
 
               
Stock-based compensation expense
    3,500       11,250  
 
               
Purchase of treasury shares
    (113,453 )     (653,222 )
 
               
Cash dividends declared ($0.18 per share in 2008 and 2007)
    (439,353 )     (443,320 )
 
           
 
               
Balance at end of period
  $ 37,147,621     $ 34,915,26  
 
           
See notes to unaudited consolidated financial statements.

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CSB BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2008     2007  
Net cash from operating activities
  $ 1,216,242     $ 896,368  
 
               
Cash flows from investing activities
               
Securities available-for-sale:
               
Proceeds from maturities, calls and repayments
    22,403,914       1,331,608  
Purchases
    (13,611,007 )     (167,061 )
Purchase of FHLB stock
    (37,000 )      
Proceeds from sale of other real estate
    105,000       10,000  
Loan originations, net of repayments
    7,446,531       (3,234,547 )
Proceeds from sale of credit cards
    2,513,671        
Net change in loans held for sale
          (241,000 )
Premises and equipment expenditures, net
    (125,547 )     (171,964 )
 
           
Net cash provided by (used for) investing activities
    18,695,562       (2,472,964 )
 
           
 
               
Cash flows from financing activities
               
Net change in deposits
    (12,356,630 )     (6,646,411 )
Net change in short-term borrowings
    (2,700,996 )     (3,334,306 )
Proceeds from other borrowings
    8,000,000       5,000,000  
Repayment of other borrowings
    (148,375 )     (174,111 )
Purchase of treasury shares
    (113,453 )     (653,222 )
Issuance of treasury shares
          641  
Cash dividends paid
           
 
           
Net cash (used for) financing activities
    (7,319,454 )     (5,807,409 )
 
           
 
               
Net change in cash and cash equivalents
    12,592,350       (7,384,005 )
 
               
Cash and cash equivalents at beginning of period
    12,193,362       17,653,188  
 
           
 
               
Cash and cash equivalents at end of period
  $ 24,785,712     $ 10,269,183  
 
           
 
               
Supplemental disclosures
               
Interest paid
  $ 1,918,857     $ 1,911,848  
Income taxes paid
          250,000  
Non-cash investing activity-transfer of loans to OREO
          59,096  
See notes to unaudited 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 condensed consolidated financial statements include the accounts of CSB Bancorp, Inc. and its wholly-owned subsidiaries, The Commercial and Savings 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, 2008, 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 have been omitted. The Annual Report for CSB for the year ended December 31, 2007, 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 March 31, 2008 are not necessarily indicative of the operating results for the full year or any future interim period.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115, which provides all entities with an option to report selected financial assets and liabilities at fair value. The objective of the FAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply the complex provisions of hedge accounting. FAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

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CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 — SECURITIES
Securities consist of the following at March 31, 2008 and December 31, 2007:
March 31, 2008
                                 
            Gross     Gross        
    Amortized     unrealized     unrealized     Fair  
  Cost     gains     losses     Value  
Available-for-sale:
                               
U.S. Treasury security
  $ 99,953     $ 2,742     $     $ 102,695  
Obligations of U.S. government corporations and agencies
    7,000,000       64,400             7,064,400  
Mortgage-backed securities
    50,862,757       360,711       88,362       51,135,106  
Obligations of states and political subdivisions
    4,609,484       90,250       24,992       4,674,742  
 
                       
Total debt securities
    62,572,194       518,103       113,354       62,976,943  
Equity Securities
    401,752       779       135,802       266,729  
 
                       
Total available-for-sale
    62,973,946       518,882       249,156       63,243,672  
Restricted stock
    3,142,900                   3,142,900  
 
                       
Total securities
  $ 66,116,846     $ 518,882     $ 249,156     $ 66,386,572  
 
                       
December 31, 2007
                                 
            Gross     Gross        
    Amortized     unrealized     unrealized     Fair  
  Cost     gains     losses     Value  
Available-for-sale:
                               
U.S. Treasury security
  $ 99,944     $ 1,704     $     $ 101,648  
Obligations of U.S. government corporations and agencies
    25,498,979       18,190       7,904       25,509,265  
Mortgage-backed securities
    42,682,972       15,639       333,666       42,364,945  
Obligations of states and political subdivisions
    3,098,457       60,088             3,158,545  
 
                       
Total debt securities
    71,380,352       95,621       341,570       71,134,403  
Equity Securities
    401,752       665       116,990       285,427  
 
                       
Total available-for-sale
    71,782,104       96,286       458,560       71,419,830  
Restricted stock
    3,105,900                   3,105,900  
 
                       
Total securities
  $ 74,888,004     $ 96,286     $ 458,560     $ 74,525,730  
 
                       

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CSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 — FAIR VALUE MEASUREMENTS (FAS NO. 157)
Effective January 1, 2008, the Company adopted FAS No. 157, which, among other things, requires enhanced disclosures about assets and liabilities carried at fair value. FAS No. 157 establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by FAS No. 157 hierarchy are as follows:
     
Level I:
  Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
 
   
Level II:
  Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
 
   
Level III:
  Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
The following table presents the assets reported on the consolidated statements of financial condition at their fair value as of March 31, 2008 by level within the fair value hierarchy. No liabilities are carried at fair value. As required by FAS No. 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
                                 
    March 31, 2008
    Level I   Level II   Level III   Total
    (In thousands)
Assets:
                               
 
                               
Securities available for sale
  $ 266,729     $ 62,976,943     $     $ 63,243,672  

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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 subsidiaries (the “Company”) at March 31, 2008 as compared to December 31, 2007, and the consolidated results of operations for the quarterly period ending March 31, 2008 compared to the same period in 2007. 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 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 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 $344.8 million at March 31, 2008, compared to $350.3 million at December 31, 2007, representing a decrease of $5.5 million or 1.6%. Cash and cash equivalents increased $12.6 million, or 103.3%, during the three-month period ending March 31, 2008, due to a $14.3 million increase in Federal funds sold and a $1.7 million decrease in cash and due from banks. Securities decreased $8.1 million or 10.9% during the first three months of 2008 primarily due to calls within the US Agency portfolio and principal repayments within the mortgage-backed securities portfolio. Net loans decreased $9.8 million, or 3.8%, while deposits decreased $12.4 million, or 4.8%, during the three-month period. Short-term borrowings of Federal funds purchased, securities sold under repurchase agreement and Federal Home Loan Bank borrowings decreased $2.7 million, while other borrowings increased $7.9 million during the period as a $10 million investment leverage strategy was executed during the first quarter 2008.
Net loans decreased $9.8 million, or 3.8%, during the three-month period ended March 31, 2008. The credit card portfolio with outstanding balances of $2.2 million was sold during the quarter. The company recognized a net gain on the sale of $261,000. These cards represented less than 1% of loans outstanding. Additional loan balance decreases occurred due to a payoff of several rate sensitive commercial loans as very low fixed rate commercial loan rates were being offered within the Company’s market area. Consumer home equity lines recognized a $1.0 million or 4.9% balance increase for the quarter over December 31, 2007. The allowance for loan losses amounted to $2,691,000, or 1.09% of total loans at March 31, 2008 compared to $2,586,000 or 1.01% of total loans at December 31, 2007.

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CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The increase in the allowance for loan losses as a percentage of total loans is attributed to the additional provision of $107,000 during the quarter, minimal net charge-offs of $2,100 for the quarter and the decline of outstanding loan balances. The Company continues to reflect improved credit quality with the reduction of non-performing loans and other real estate owned at March 31, 2008 in comparison to December 31, 2007 and March 31, 2007.
                         
    March 31, 2008   December 31, 2007   March 31, 2007
Non-performing loans
    431,000       571,000       1,536,000  
Other real estate
          101,700       49,100  
Allowance for loan losses
    2,690,800       2,585,900       2,654,700  
Total loans
    246,983,900       256,659,100       235,576,900  
Allowance: loans
    1.09 %     1.01 %     1.13 %
Allowance: non-performing loans
    6.2x       4.5x       1.7x  
The ratio of gross loans to deposits was 100.0% at March 31, 2008, compared to 98.93% at December 31, 2007. The increase in this ratio is primarily the result of deposit shrinkage experienced during the three months ended March 31, 2008.
The Company had net unrealized gains of $270,000 within its securities portfolio at March 31, 2008, compared to net unrealized losses of $362,000 at December 31, 2007. Management has considered industry analyst reports, sector credit reports and the volatility within the bond market in concluding that the gross unrealized losses of $249,000 within the portfolio as of March 31, 2008, were primarily the result of customary and expected fluctuations in the bond market. As a result, all security impairments as of March 31, 2008, are considered temporary.
Management continues to evaluate the three (3) private label CMO’s held within the investment portfolio for any deterioration of investment quality. As of March 31, 2008, within this investment sector, the Company has $4.5 million current value investments, original face of $6.5 million, with gross unrealized losses of $62 thousand. All bonds are rated AAA on March 31, 2008, collateralized primarily by 1-4 family mortgage loans and borrowers in a wide geographical dispersion. All credit scores and loan to value ratios exceed sub prime status.
Short-term borrowings decreased $2.7 million from December 31, 2007 and other borrowings increased $7.9 million as the Company borrowed a $10 million in medium-term advances (1-4 years) from the Federal Home Loan Bank (“FHLB”) to fund $10 million in an investment leverage strategy.
Deposits decreased $12.4 million, or 4.8% from December 31, 2007 with non-interest bearing deposits declining $7.4 million and interest-bearing deposit accounts decreasing $5.0 million. By deposit type, increases were recognized only in money market savings accounts and term deposits greater than $100 thousand. The bank is subject to a first quarter seasonality decrease within its deposit accounts due to its commercial customer base reliance on logging, sawmills, and lumber as well as the tourism and lodging business. On a daily average, deposit balances decreased $4.7 million or 1.8% during the first quarter 2008 to $251.0 million declining from a daily average of $255.7 million for the fourth quarter 2007.

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CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Total shareholders’ equity amounted to $37.1 million, or 10.8%, of total assets, at March 31, 2008, compared to $36.3 million, or 10.4% of total assets, at December 31, 2007. The increase in shareholders’ equity during the three months ended March 31, 2008 was due net income of $1,002,000 and an increase in unrealized gains on available-for-sale securities. These gains were partially offset by purchases of $113,000 of treasury shares and dividends declared of $439,000. The Company and its subsidiary bank met all regulatory capital requirements at March 31, 2008.
RESULTS OF OPERATIONS
Three months ended March 31, 2008 and 2007
For the quarter ended March 31, 2008, the Company recorded net income of $1,002,000, or $0.41 per share, as compared to net income of $815,000, or $0.33 per share for the quarter ended March 31, 2007. The $187,000 increase in net income for the quarter was principally due to a $261,000 gain on the sale of the credit card portfolio, $124,000 increase in net interest income and an $48,000 increase in non-interest income. These gains were offset by a $29,000 increase in the provision for loan losses, a $109,000 increase in the federal income tax provision and a $109,000 increase in non-interest expenses.
Interest income for the quarter ended March 31, 2008, was $5,283,000, representing a $137,000 increase, or 2.7%, compared to the same period in 2007. This increase was primarily due to an increase in loan volume and both investment volume and interest rate. Interest expense for the quarter ended March 31, 2008 was $1,904,000, an increase of $13,000, or 0.7%, from the same period in 2007. The increase in interest expense occurred due to an increase in borrowing volume to support asset funding for the quarter ended March 31, 2008. During first quarter 2008, maturing time deposits renewed at interest rates that were lower.
The provision for loan losses for the quarter ended March 31, 2008, was $107,000, compared to a $78,000 provision for the same quarter in 2007. 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.
Non-interest income for the quarter ended March 31, 2008, was $955,000, an increase of $309,000, or 47.9%, compared to the same quarter in 2007. This increase was primarily due to gain on the sale of the credit card portfolio of $261,000 while other increases in other core fees and services were recognized in service charges on deposit accounts of $12,000, Trust and brokerage fees of $19,000 and a $17,000 increase in debit card interchange income.
Non-interest expenses for the quarter ended March 31, 2008, increased $109,000, or 4.1%, compared to the first quarter of 2007. An increase in occupancy and equipment expense results from a full quarter’s recognition of expenses in 2008 as compared to 2007 from the opening of a branch office in the Orrville, Ohio market in March 2007. Salaries and employee benefits increased $130,000, or 9.2%, primarily the result of increased salary levels due to merit increases, increased medical and retirement benefits and increased bonus accruals based on projections of incentive goals. Other expenses declined with reductions in postage, paper and printing, and telephone expense.

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CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Federal income tax expense increased $109,000, or 28.0% for the quarter ended March 31, 2008 as compared to the first quarter of 2007. The provision for income taxes was $498,000 (effective rate of 33.2%) for the three months ended March 31, 2008, compared to $389,000 (effective rate of 32.3%) for the three months ended March 31, 2007. The increase in the effective tax rate resulted from a decrease in tax-exempt interest income and increased income generated by the company.
CAPITAL RESOURCES
The Federal Reserve Board (FRB) has established risk-based capital guidelines that must be observed by financial holding companies and banks. 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 presented in CSB Bancorp’s annual report on Form 10-K for the year ended December 31, 2007, and as of March 31, 2008 the holding company and its bank meet all capital adequacy requirements to which they are subject.
LIQUIDITY
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. The Company’s primary sources of liquidity are cash and cash equivalents, which totaled $24.8 million at March 31, 2008, an increase of $12.6 million from $12.2 million at December 31, 2007. Net income, securities available-for-sale, and loan repayments also serve as sources of liquidity. Cash and cash equivalents and estimated principal cash flow and maturities on investments maturing within one year represent 15.7% of total assets as of March 31, 2008 compared to 4.5% of total assets at year-end 2007. Other sources of liquidity include, but are not limited to, purchase of federal funds, advances from the FHLB, adjustments of interest rates to attract 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
We do not have any off-balance sheet arrangements (as such term is defined in applicable Securities and Exchange 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.

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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 March 31, 2008, from that presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Management performs a quarterly analysis of the Company’s interest rate risk. All positions are currently within the Company’s board-approved policy.
The following table presents an analysis of the estimated sensitivity of the Company’s annual net interest income to sudden and sustained 100 basis point changes in market interest rates at March 31, 2008 and December 31, 2007:
March 31 2008
                         
Changes in            
Interest Rates   Net Interest   Dollar   Percentage
(basis points)   Income   Change   Change
(Dollars in Thousands)
+200
  $ 14,667     $ 884       6.4 %
+100
    14,212       429       3.1  
0
    13,783       0       0.0  
-100
    13,449       (334 )     (2.4 )
-200
    13,027       (756 )     (5.5 )
December 31, 2007
                         
Changes in            
Interest Rates   Net Interest   Dollar   Percentage
(basis points)   Income   Change   Change
(Dollars in Thousands)
+200
  $ 14,682     $ 506       3.6 %
+100
    14,457       281       2.0  
0
    14,176       0       0.0  
-100
    13,988       (188 )     (1.3 )
-200
    13,646       (530 )     (3.7 )

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CSB BANCORP, INC.
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 March 31, 2008
PART II — OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
There are no matters required to be reported under this item.
ITEM 1A — RISK FACTORS
There were no material changes to the Risk Factors described in Item 1A in the Company’s Annual Report on Form 10-K for the period ended December 31, 2007.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There are no matters required to be reported under this item.
Issuer Purchase of Equity Securities
                                 
                            Maximum
                    Total Number of   Number of Shares
    Total Number   Average   Shares Purchased   that May Yet be
    of Shares   Price Paid   as Part of Publicly   Purchased Under
Period   Purchased   Per Share   Announced Plans   the Plan
 
January 1, 2008 to January 31, 2008
  None   None   None     67,111  
 
                               
February 1, 2008 to February 29, 2008
    6,774.04     $ 16.75       6,774.04       60,337  
 
                               
March 1, 2008 to March 31, 2008
  None   None   None     60,337  
On July 7, 2005 CSB Bancorp, Inc. filed Form 8-k with the Securities and Exchange Commission announcing that its Board of Directors approved a Stock Repurchase Program authorizing the repurchase of up to 10% of the Company’s common shares then outstanding. Repurchases will be made from time to time as market and business conditions warrant, in the open market, through block purchases and in negotiated private transactions.
Item 3 — Defaults Upon Senior Securities:
There are no matters required to be reported under this item.
     Item 4 — Submission of Matters to a Vote of Security Holders:
There are no matters required to be reported under this item
Item 5 — Other Information:
There are no matters required to be reported under this item

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CSB BANCORP, INC.
FORM 10-Q
Quarter ended March 31, 2008
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 Registrant’s Form 10-KSB for the Fiscal Year ended December 31, 1994)
 
3 .1.1   Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to Registrant’s Form 10-K for the Fiscal Year ended December 3, 1998)
 
3 .2   Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant’s Form 10-SB)
 
4     Specimen stock certificate (incorporated by reference to Registrant’s Form 10-SB)
 
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: May 9, 2008  /s/ Eddie L. Steiner    
  Eddie L. Steiner   
  President
Chief Executive Officer 
 
 
     
Date: May 9, 2008  /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    

19.