CSB Bancorp, Inc. - Quarter Report: 2023 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q

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: June 30, 2023


☐	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(g) 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.

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 August 1, 2023, the registrant had 2,680,325 shares of common stock, $6.25 par value per share, outstanding.

CSB BANCORP, INC.

FORM 10-Q

QUARTER ENDED June 30, 2023

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 Income (Loss)	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	30
ITEM 3 –	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 4 –	CONTROLS AND PROCEDURES	39

	Part II - Other Information
ITEM 1 –	Legal Proceedings	40
ITEM 1A –	Risk Factors	40
ITEM 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	40
ITEM 3 –	Defaults upon Senior Securities	40
ITEM 4 –	Mine Safety Disclosures	40
ITEM 5 –	Other Information	40
ITEM 6 –	Exhibits	41
	Signatures	42

CSB BANCORP, INC.

PART I – FINANCIAL INFORMATION

ITEM 1. – FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30,			December 31,
(Dollars in thousands, except per share data)	2023			2022
ASSETS
Cash and cash equivalents
Cash and due from banks	$	21,897		$	19,911
Interest-earning deposits with banks		38,329			66,509
Total cash and cash equivalents		60,226			86,420
Securities
Available-for-sale, at fair value		145,357			150,069
Held-to-maturity (fair value 2023-$203,979; 2022-$211,954)		238,222			247,401
Equity securities		257			244
Restricted stock, at cost		1,607			3,430
Total securities		385,443			401,144
Loans held for sale		184			52
Loans		664,605			627,171
Less allowance for credit losses		6,559			6,838
Net loans		658,046			620,333
Premises and equipment, net		13,240			13,414
Bank-owned life insurance		25,050			24,709
Goodwill		4,728			4,728
Accrued interest receivable and other assets		9,240			8,308
TOTAL ASSETS	$	1,156,157		$	1,159,108

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits
Noninterest-bearing	$	315,200		$	350,283
Interest-bearing		706,471			673,134
Total deposits		1,021,671			1,023,417
Short-term borrowings		28,520			32,550
Other borrowings		1,862			2,461
Allowance for credit losses on off-balance sheet commitments		328			141
Accrued interest payable and other liabilities		3,636			4,619
TOTAL LIABILITIES		1,056,017			1,063,188
SHAREHOLDERS' EQUITY
Common stock, $6.25 par value. Authorized 9,000,000 shares; issued 2,980,602 shares; outstanding 2,680,325 shares in 2023 and 2,718,024 in 2022		18,629			18,629
Additional paid-in capital		9,815			9,815
Retained earnings		92,149			86,502
Treasury stock at cost: 300,277 shares in 2023 and 273,026 shares in 2022		(7,137	)		(6,107	)
Accumulated other comprehensive loss		(13,316	)		(12,919	)
TOTAL SHAREHOLDERS' EQUITY		100,140			95,920
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,156,157		$	1,159,108

See notes to unaudited consolidated financial statements.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share data)	2023			2022			2023			2022
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	8,711		$	6,032		$	16,680		$	11,809
Taxable securities		1,945			1,660			3,957			2,941
Nontaxable securities		102			108			203			218
Other		444			203			989			277
Total interest and dividend income		11,202			8,003			21,829			15,245
INTEREST EXPENSE
Deposits		2,128			344			3,712			693
Short-term borrowings		70			14			136			26
Other borrowings		10			15			22			31
Total interest expense		2,208			373			3,870			750
NET INTEREST INCOME		8,994			7,630			17,959			14,495
CREDIT LOSS EXPENSE
Provision (recovery) for credit loss expense - loans		242			(345	)		274			(645	)
Recovery of credit loss expense - off-balance sheet commitments		(102	)		—			(165	)		—
Total provision (recovery) for credit loss expense		140			(345	)		109			(645	)
NET INTEREST INCOME AFTER CREDIT LOSS EXPENSE		8,854			7,975			17,850			15,140
NONINTEREST INCOME
Service charges on deposit accounts		300			289			592			554
Trust services		252			253			510			517
Debit card interchange fees		533			543			1,054			1,038
Credit card fees		192			191			369			346
Gain on sale of loans, net		56			147			59			265
Earnings on bank owned life insurance		172			168			341			334
Unrealized gain or (loss) on equity securities, net		4			3			13			4
Other income		224			188			423			366
Total noninterest income		1,733			1,782			3,361			3,424
NONINTEREST EXPENSE
Salaries and employee benefits		3,389			3,412			6,683			6,567
Occupancy expense		284			276			566			548
Equipment expense		189			197			396			411
Professional and director fees		386			330			707			606
Financial institutions and franchise tax expense		192			194			384			389
Marketing and public relations		136			110			259			221
Software expense		421			326			820			659
Debit card expense		169			185			315			349
FDIC insurance expense		178			75			249			158
Other expenses		705			669			1,389			1,334
Total noninterest expense		6,049			5,774			11,768			11,242
Income before income taxes		4,538			3,983			9,443			7,322
FEDERAL INCOME TAX PROVISION		894			774			1,865			1,412
NET INCOME	$	3,644		$	3,209		$	7,578		$	5,910
Basic and diluted net earnings per share	$	1.36		$	1.18		$	2.82		$	2.17

See notes to unaudited consolidated financial statements

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2023			2022			2023			2022
Net income	$	3,644		$	3,209		$	7,578		$	5,910
Other comprehensive loss
Unrealized losses arising during the period		(1,923	)		(3,607	)		(596	)		(10,145	)
Amortization of discount on securities transferred to held-to-maturity		48			75			94			173
Income tax effect		394			742			105			2,094
Other comprehensive loss		(1,481	)		(2,790	)		(397	)		(7,878	)
Total comprehensive income (loss)	$	2,163		$	419		$	7,181		$	(1,968	)

See notes to unaudited consolidated financial statements.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


(Dollars in thousands, except per share data)	Common stock		Additional paid-in capital		Retained earnings			Treasury stock			Accumulated other comprehensive loss			Total
Three Months Ended June 30, 2023
Balance, beginning of period	$	18,629	$	9,815	$	89,524		$	(7,126	)	$	(11,835	)	$	99,007
Net income		—		—		3,644			—			—			3,644
Other comprehensive income		—		—		—			—			(1,481	)		(1,481	)
Purchase of 300 treasury shares		—		—		—			(11	)		—			(11	)
Cash dividends declared, $0.38 per share		—		—		(1,019	)		—			—			(1,019	)
Balance, June 30, 2023	$	18,629	$	9,815	$	92,149		$	(7,137	)	$	(13,316	)	$	100,140
Six Months Ended June 30, 2023
Balance, beginning of period	$	18,629	$	9,815	$	86,502		$	(6,107	)	$	(12,919	)	$	95,920
Net income		—		—		7,578			—			—			7,578
Cumulative effect of adoption of ASU 2016-13		—		—		52			—			—			52
Other comprehensive loss		—		—		—			—			(397	)		(397	)
Purchase of 27,251 treasury shares		—		—		—			(1,030	)		—			(1,030	)
Cash dividends declared, $0.74 per share		—		—		(1,983	)		—			—			(1,983	)
Balance, end of period	$	18,629	$	9,815	$	92,149		$	(7,137	)	$	(13,316	)	$	100,140
Three Months Ended June 30, 2022
Balance, beginning of period	$	18,629	$	9,815	$	79,416		$	(5,719	)	$	(7,213	)	$	94,928
Net income		—		—		3,209			—			—			3,209
Other comprehensive loss		—		—		—			—			(2,790	)		(2,790	)
Cash dividends declared, $0.62 per share		—		—		(1,685	)		—			-			(1,685	)
Balance, June 30, 2022	$	18,629	$	9,815	$	80,940		$	(5,719	)	$	(10,003	)	$	93,662
Six Months Ended June 30, 2022
Balance, beginning of period	$	18,629	$	9,815	$	76,715		$	(5,719	)	$	(2,125	)	$	97,315
Net income		—		—		5,910			—			—			5,910
Other comprehensive loss		—		—		—			—			(7,878	)		(7,878	)
Cash dividends declared, $0.62 per share		—		—		(1,685	)		—			—			(1,685	)
Balance, end of period	$	18,629	$	9,815	$	80,940		$	(5,719	)	$	(10,003	)	$	93,662

See notes to unaudited consolidated financial statements.

CSB BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(Dollars in thousands)	2023			2022
NET CASH FROM OPERATING ACTIVITIES	$	6,194		$	4,889
CASH FLOWS FROM INVESTING ACTIVITIES
Securities:
Proceeds from repayments, available-for-sale		4,350			8,541
Proceeds from repayments, held-to-maturity		9,118			11,255
Purchases, available-for-sale		(492	)		(31,904	)
Purchases, held-to-maturity		—			(84,759	)
Purchases, equity securities		—			(131	)
Redemption of FHLB stock		1,823			—
Loan originations, net		(37,565	)		(33,231	)
Property, equipment, and software acquisitions		(234	)		(174	)
Net cash used in investing activities		(23,000	)		(130,403	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits		(1,746	)		(9,634	)
Net decrease in short-term borrowings		(4,030	)		(2,645	)
Repayment of other borrowings		(599	)		(813	)
Cash dividends paid		(1,983	)		(1,685	)
Purchase of treasury shares		(1,030	)		—
Net cash used in financing activities		(9,388	)		(14,777	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(26,194	)		(140,291	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		86,420			243,657
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	60,226		$	103,366
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest	$	3,778		$	756
Income taxes		2,650			1,050

See notes to unaudited consolidated financial statements.

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 June 30, 2023, 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, 2022, 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 June 30, 2023 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.

ALLOWANCE FOR CREDIT LOSSES - LOANS AND LEASES POLICY

In connection with our adoption of ASU 2016-13, we made changes to our loan portfolio segments to align with the methodology applied in determining the allowance under CECL. Refer to Note 3 Loans, for further discussion of these portfolio segments. In addition to our existing segments, our new segmentation breaks out commercial lessors of buildings, and consumer indirect loans as well as separating consumer mortgage loans from home equity line of credit loans.

The ACL is a valuation reserve established and maintained by charges against operating income and is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the ACL when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The ACL is an estimate of expected credit losses, measured over the contractual life of a loan (adjusted for expected prepayment), that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate ACL is inherently subjective and may have significant changes from period to period.

The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and evaluation of loans that do not share risk characteristics with other loans.

The ACL for homogeneous loans is calculated using a life-time loss rate methodology with both a quantitative and a qualitative analysis that is applied on a quarterly basis. The ACL model is comprised of eight distinct portfolio segments: 1) Commercial and Industrial or C&I, 2) Commercial Real Estate, or CRE, 3) Commercial Lessors of Buildings, 4) Construction, 5) Consumer Mortgage, 6) Home Equity Line of Credit or HELOC, 7) Consumer Installment, and 8) Consumer Indirect loans. Each segment has a distinct set of risk characteristics monitored by management. We further evaluate the ACL at a disaggregated level which includes type of collateral, loan participations, non-owner occupied and our internal risk rating system for the commercial segments, and type of collateral and lien position, for the consumer segments.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Historical credit loss experience is the basis for the estimation of expected credit losses. We apply historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. Our reasonable and supportable forecast adjustment is based on the unemployment forecast and management judgment. For periods beyond our two-year reasonable and supportable forecast, we revert to the historical loss rate. The qualitative adjustments for current conditions are based upon changes in lending policies and practices, change in economic conditions, change in nature of the portfolio, experience and ability of lending staff, problem loan trends, quality of the bank’s loan review system, value of underlying collateral for collateral dependent loans, the existence of and changes in concentrations, and other external factors. These modified historical loss rates are multiplied by the outstanding principal balance of each loan to calculate a required reserve. A similar process is employed to calculate a reserve assigned to the portion of off-balance sheet commitments that we expect to fund, specifically unfunded loan commitments, and any needed reserve is recorded in other liabilities.

The ACL for individual loans begins with the use of normal credit review procedures to identify whether a loan no longer shares similar risk characteristics with other pooled loans and therefore, should be individually assessed. We evaluate all commercial loans greater than $500 thousand that meet the following criteria: 1) when it is determined that foreclosure is probable, 2) substandard, doubtful and nonperforming loans when repayment is expected to be provided substantially through the operation or sale of the collateral, and 3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Collateral values are discounted to consider disposition costs when appropriate. A specific reserve is established or a charge-off is taken if the fair value of the loan is less than the loan balance.

Although we believe our process for determining the ACL appropriately considers all the factors that would likely result in credit losses, the process includes subjective elements and may be susceptible to significant change. To the extent actual losses are higher than management estimates, additional provision for credit losses could be required and could adversely affect our earnings or financial position in future periods.

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 credit losses and the fair value of financial instruments.

ACCOUNTING PRONOUNCEMENTS ADOPTED IN 2023

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and subsequent related updates. This ASU replaces the incurred loss methodology for recognizing credit losses and requires businesses and other organizations to measure the current expected credit losses (CECL) on financial assets measured at amortized cost, including loans and held-to-maturity securities, net investments in leases, off-balance sheet credit exposures such as unfunded commitments, and other financial instruments. In addition, ASC 326 requires credit losses on available-for-sale debt securities to be presented as an allowance rather than as a write-down when management does not intend to sell or believes that it is not more likely than not they will be required to sell the debt securities. This guidance became effective on January 1, 2023 for the Bank. The results reported for periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable accounting standards.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Bank adopted this guidance, and subsequent related updates, using the modified retrospective approach for all financial assets measured at amortized cost, including loans and held-to-maturity debt securities, available-for-sale debt securities and unfunded commitments. On January 1, 2023, the Bank recorded a cumulative effect increase to retained earnings of $52 thousand, net of tax, of which $442 thousand related to loans, offset by $390 thousand related to unfunded commitments, net of tax. There was no allowance for credit losses recorded for either available-for-sale or held-to-maturity debt securities. See Note 3 for further discussion on the adoption of CECL.

The Bank adopted the provisions of ASC 326 related to presenting other-than-temporary impairment on available-for- sale debt securities prior to January 1, 2023 using the prospective transition approach, though no such charges had been recorded on the securities held by the Bank as of the date of adoption.

The Bank expanded the pooling utilized under the legacy incurred loss method to include additional segmentation based on risk. The impact of the change from the incurred loss model to the current expected credit loss model is detailed below:


	January 1, 2023
(Dollars in thousands)	Pre-adoption		Adoption Impact			As Reported
Assets:
ACL on loans
Commercial and industrial	$	1,110	$	658		$	1,768
Commercial real estate		2,760		(541	)		2,219
Commercial lessors of buildings		—		974			974
Construction		803		(515	)		288
Consumer mortgage		1,268		(580	)		688
Home equity line of credit		—		201			201
Consumer installment		233		(183	)		50
Consumer indirect		—		91			91
Unallocated		664		(664	)		—
Total allowance for credit losses - loans		6,838		(559	)	$	6,279

Liabilities:
ACL for off-balance sheet commitments		—		493			493
Total allowance for credit losses	$	6,838		(66	)	$	6,772

The following table presents the Bank's loan portfolio, prior to the adoption of ASC 326, by category of loans and the impact of the change from the adoption of the standard:


(Dollars in thousands)	December 31, 2022			Adoption Impact			Post Adoption January 1, 2023
Commercial and industrial	$	129,343		$	(2,209	)	$	127,134
Commercial real estate		231,785			(70,625	)		161,160
Commercial lessors of buildings		—			83,728			83,728
Construction		55,318			(10,452	)		44,866
Consumer mortgage		194,125			(44,338	)		149,787
Home equity line of credit		—			44,243			44,243
Consumer installment		16,387			(6,730	)		9,657
Consumer indirect		—			6,383			6,383
	$	626,958		$	—		$	626,958
Gross loans prior to deferred fees
Deferred loan costs, net		213			—			213
Allowance for credit losses		(6,838	)		559			(6,279	)
Total net loans	$	620,333		$	559		$	620,892

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments – Credit Losses (ASC 326): Troubled Debt Restructurings (TDRs) and Vintage Disclosures”. The guidance amends ASC 326 to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities 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. The guidance also requires disclosures about the performance of modified loans to borrowers experiencing financial difficulty in the 12 months following the modification.

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. Additionally, the amendments to ASC 326 require that an entity disclose 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. This guidance has been adopted as of January 1, 2023, however, there have been no reportable loan modifications during the six months ended June 30, 2023.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – SECURITIES

Securities consist of the following on June 30, 2023 and December 31, 2022:


(Dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
June 30, 2023
Available-for-sale
U.S. Treasury securities	$	23,153	$	—	$	(828	)	$	22,325
U.S. Government agencies		13,999		—		(1,263	)		12,736
Mortgage-backed securities of government agencies		73,271		2		(8,640	)		64,633
Asset-backed securities of government agencies		583		—		(35	)		548
State and political subdivisions		20,401		—		(1,043	)		19,358
Corporate bonds		29,182		—		(3,425	)		25,757
Total available-for-sale		160,589		2		(15,234	)		145,357
Held-to-maturity
U.S. Treasury Securities	$	12,779	$	—	$	(1,033	)	$	11,746
Mortgage-backed securities of government agencies		222,878		—		(32,966	)		189,912
State and political subdivisions		2,565		—		(244	)		2,321
Total held-to-maturity		238,222		—		(34,243	)		203,979
Equity securities		185		72		—			257
Restricted stock		1,607		—		—			1,607
Total securities	$	400,603	$	74	$	(49,477	)	$	351,200
December 31, 2022
Available-for-sale
U.S. Treasury securities	$	23,194	$	—	$	(969	)	$	22,225
U.S. Government agencies		13,999		—		(1,369	)		12,630
Mortgage-backed securities of government agencies		77,677		72		(8,859	)		68,890
Asset-backed securities of government agencies		633		—		(15	)		618
State and political subdivisions		20,462		—		(985	)		19,477
Corporate bonds		28,740		—		(2,511	)		26,229
Total available-for-sale		164,705		72		(14,708	)		150,069
Held-to-maturity
U.S Treasury Securities	$	12,753	$	—	$	(1,136	)	$	11,617
Mortgage-backed securities of government agencies		232,068		—		(34,051	)		198,017
State and political subdivisions		2,580		1		(261	)		2,320
Total held-to-maturity		247,401		1		(35,448	)		211,954
Equity securities		185		59		—			244
Restricted stock		3,430		—		—			3,430
Total securities	$	415,721	$	132	$	(50,156	)	$	365,697

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – SECURITIES (continued)

The amortized cost and fair value of debt securities on June 30, 2023, 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	$	12,999	$	12,692
Due after one through five years		57,688		53,435
Due after five through ten years		24,674		22,143
Due after ten years		65,228		57,087
Total debt securities available-for-sale	$	160,589	$	145,357
Held-to-maturity
Due in one year or less	$	2,499	$	2,470
Due after one through five years		7,427		6,848
Due after five through ten years		4,733		4,140
Due after ten years		223,563		190,521
Total debt securities held-to-maturity	$	238,222	$	203,979

Securities with a fair value of approximately $129.3 million and $110.1 million were pledged on June 30, 2023 and December 31, 2022, 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 $1.1 million and $2.9 million on June 30, 2023 and December 31, 2022. The FHLB has redeemed approximately $1.8 million in stock at $100 par value per share during the six month period ended June 30, 2023. Federal Reserve Bank stock was $471 thousand on June 30, 2023 and December 31, 2022.

There were no proceeds from sales of securities for the three and six-month periods ended June 30, 2023, and 2022. All gains and losses recognized on equity securities during the three and six-month periods were unrealized.

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 June 30, 2023 and December 31, 2022:


	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
June 30, 2023
Available-for-sale
U.S. Treasury securities	$	(111	)	$	3,877	$	(717	)	$	18,448	$	(828	)	$	22,325
U.S. Government agencies		—			—		(1,263	)		12,736		(1,263	)		12,736
Mortgage-backed securities of government agencies		(211	)		9,487		(8,429	)		52,250		(8,640	)		61,737
Asset-backed securities of government agencies		—			—		(35	)		548		(35	)		548
State and political subdivisions		(98	)		7,059		(945	)		12,073		(1,043	)		19,132
Corporate bonds		(124	)		867		(3,301	)		24,890		(3,425	)		25,757
Held-to-maturity
U.S. Treasury Securities		—			—		(1,033	)		11,746		(1,033	)		11,746
Mortgage-backed securities of government agencies		(626	)		15,424		(32,340	)		174,488		(32,966	)		189,912
State and political subdivisions		(4	)		410		(240	)		1,911		(244	)		2,321
Total impaired securities	$	(1,174	)	$	37,124	$	(48,303	)	$	309,090	$	(49,477	)	$	346,214
December 31, 2022
Available-for-sale
U.S. Treasury securities	$	(798	)	$	17,405	$	(171	)	$	4,820	$	(969	)	$	22,225
U.S. Government agencies		—			—		(1,369	)		12,630		(1,369	)		12,630
Mortgage-backed securities of government agencies		(1,046	)		16,188		(7,813	)		44,519		(8,859	)		60,707
Asset-backed securities of government agencies		—			—		(15	)		618		(15	)		618
State and political subdivisions		(189	)		9,079		(796	)		9,848		(985	)		18,927
Corporate bonds		(1,165	)		13,502		(1,346	)		12,727		(2,511	)		26,229
Held-to-maturity															—
U.S. Treasury Securities		—			—		(1,136	)		11,617		(1,136	)		11,617
Mortgage-backed securities of government agencies		(9,733	)		79,325		(24,318	)		118,692		(34,051	)		198,017
State and political subdivisions		—			—		(261	)		1,903		(261	)		1,903
Total temporarily impaired securities	$	(12,931	)	$	135,499	$	(37,225	)	$	217,374	$	(50,156	)	$	352,873

There were 204 securities in an unrealized loss position on June 30, 2023, 163 of which were in a continuous loss position for twelve (12) months or more. At least quarterly, the Company conducts a comprehensive security-level impairment assessment on the available-for-sale securities. 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 at a credit loss on June 30, 2023 and were not other than temporarily impaired on December 31, 2022, respectively.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – SECURITIES (continued)

The Bank monitors the credit quality of held-to-maturity debt securities primarily through utilizing their credit rating. The Bank monitors the credit rating on a quarterly basis. There are no nonperforming held-to-maturity securities. As of June 30, 2023, no ACL was required for any held-to-maturity security. The majority of the securities are explicitly or implicitly guaranteed by the United States government, and any estimate of expected credit losses would be insignificant to the Bank. The following table summarizes the amortized cost of held-to maturity debt securities at June 30, 2023, aggregated by credit quality indicator:


(Dollars in thousands)	U.S. Treasury securities		Mortgage- backed securities of government agencies		State and political subdivisions
June 30, 2023
Credit rating:
AAA / AA / A	$	12,779	$	222,878	$	2,565
BBB / BB / B		—		—		—
Lower than B		—		—		—
Non-rated		—		—		—
Total	$	12,779	$	222,878	$	2,565

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS

The composition of net loans receivable as of June 30, 2023 and December 31, 2022:


(Dollars in thousands)	June 30, 2023
Commercial and industrial	$	146,567
Commercial real estate		166,579
Commercial lessors of buildings		85,062
Construction		46,022
Consumer mortgage		161,963
Home equity line of credit		41,464
Consumer installment		10,584
Consumer indirect		6,289
Total loans		664,530
Allowance for credit losses		(6,559	)
Deferred loan costs, net		75
Net Loans	$	658,046


(Dollars in thousands)	December 31, 2022
Commercial and industrial	$	129,343
Commercial real estate		231,785
Residential real estate		194,125
Construction & land development		55,318
Consumer		16,387
Total loans		626,958
Allowance for loan losses		(6,838	)
Deferred loan costs, net		213
Total Loans *	$	620,333

* See Note 1 for reclassification of balances due to the adoption of ASC 326.

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.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

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.

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 $133.8 and $137.5 million on June 30, 2023 and December 31, 2022, respectively.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

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 June 30, 2023, included $69.1 million, or 10%, of total loans to lessors of non-residential buildings, and $35.4 million, or 5%, of total loans to other animal food. 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.

Allowance for Credit Losses

The following table details activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2023. 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 and six month periods in 2023 the increase in the provision for commercial and industrial loans primarily relates to the increase in loan volume. The change in provision for commercial lessors of buildings relates to the increase in loans graded special mention. The decrease in provision for commercial real estate loans is due to the payoff of one larger loan relationship with a specific allocation.


(Dollars in thousands)	Beginning Balance		Impact of Adopting ASC 326			Charge-offs			Recoveries		Provisions (Reductions)			Ending Balance
Three Months Ended June 30, 2023
Commercial and industrial	$	1,821	$	—		$	—		$	9	$	289		$	2,119
Commercial real estate		2,236		—			—			—		(354	)		1,882
Commercial lessors of buildings		965		—			—			—		272			1,237
Construction		271		—			—			—		12			283
Consumer mortgage		693		—			—			1		20			714
Home equity line of credit		186		—			—			—		(8	)		178
Consumer installment		47		—			(15	)		5		15			52
Consumer indirect		88		—			—			10		(4	)		94
Unallocated		—		—			—			—		—			—
	$	6,307	$	—		$	(15	)	$	25	$	242		$	6,559

Six Months Ended June 30, 2023
Commercial and industrial	$	1,110	$	658		$	—		$	19	$	332		$	2,119
Commercial real estate		2,760		(541	)		—			1		(338	)		1,882
Commercial lessors of buildings		—		974			—			—		263			1,237
Construction		803		(515	)		—			—		(5	)		283
Consumer mortgage		1,268		(580	)		—			1		25			714
Home equity line of credit		—		201			—			—		(23	)		178
Consumer installment		233		(183	)		(23	)		5		20			52
Consumer indirect		—		91			(31	)		34		—			94
Unallocated		664		(664	)		—			—		—			—
	$	6,838	$	(559	)	$	(54	)	$	60	$	274		$	6,559

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

Allowance for Loan Losses

The following tables detail activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2022.


(Dollars in thousands)	Commercial and industrial			Commercial Real Estate			Residential Real Estate		Construction & Land Development			Consumer			Unallocated			Total
Three Months Ended June 30, 2022
Beginning balance	$	1,169		$	2,550		$	1,039	$	1,534		$	382		$	631		$	7,305
(Recovery of) provision for loan losses		50			(129	)		138		(239	)		12			(177	)		(345	)
Charge-offs		(8	)		—			—		—			(3	)					(11	)
Recoveries		2			1			—		312			4						319
Net (charge-offs) recoveries		(6	)		1			—		312			1						308
Ending balance	$	1,213		$	2,422		$	1,177	$	1,607		$	395		$	454		$	7,268
Six Months Ended June 30, 2022
Beginning balance	$	1,240		$	2,838		$	992	$	1,380		$	421		$	747		$	7,618
(Recovery of) provision for loan losses		(15	)		(417	)		184		(85	)		(19	)		(293	)		(645	)
Charge-offs		(18	)		—			—		—			(24	)					(42	)
Recoveries		6			1			1		312			17						337
Net (charge-offs) recoveries		(12	)		1			1		312			(7	)					295
Ending balance	$	1,213		$	2,422		$	1,177	$	1,607		$	395		$	454		$	7,268

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

Age Analysis of Past-Due Loans Receivable and Nonperforming Loans

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past-due status.


(Dollars in thousands)	Current		30-60 Days Past Due		61-89 Days Past Due		90 Days + Past Due		Total Past Due		Total Loans
June 30, 2023
Commercial and industrial	$	146,547	$	20	$	—	$	—	$	20	$	146,567
Commercial real estate		166,579		—		—		—		—		166,579
Commercial lessors of buildings		85,062		—		—		—		—		85,062
Construction		46,022		—		—		—		—		46,022
Consumer mortgage		161,657		264		42		—		306		161,963
Home equity line of credit		41,229		225		—		10		235		41,464
Consumer installment		10,417		150		17		—		167		10,584
Consumer indirect		6,289		—		—		—		—		6,289
Total Loans	$	663,802	$	659	$	59	$	10	$	728	$	664,530

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing interest as of June 30, 2023:


(Dollars in thousands)	Nonaccrual with no ACL		Nonaccrual with ACL		Total Nonaccrual		Loans Past Due Over 90 Days Still Accruing		Total Nonperforming
June 30, 2023
Commercial and industrial	$	19	$	—	$	19	$	—	$	19
Commercial real estate		83		—		83		—		83
Commercial lessors of buildings		—		—		—		—		—
Construction		—		—		—		—		—
Consumer mortgage		64		—		64		—		64
Home equity line of credit		—		—		—		10		10
Consumer installment		6		—		6		—		6
Consumer indirect		72		—		72		—		72
Total Loans	$	244	$	—	$	244	$	10	$	254

Interest income for the six months ended June 30, 2023 was $1 thousand on commercial real estate loans and $15 thousand on consumer mortage loans. Several of the consumer mortgage loans are at an amortized cost basis of $0 and all payments are being recognized as interest income.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

The following table presents the aging of past due loans and nonaccrual loans as of December 31, 2022:


			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
December 31, 2022
Commercial and industrial	$	129,270	$	70	$	3	$	—	$	—	$	73	$	129,343
Commercial real estate		231,693		—		—		—		92		92		231,785
Residential real estate		193,794		95		137		—		99		331		194,125
Construction & land development		55,286		32		—		—		—		32		55,318
Consumer		16,091		103		128		—		65		296		16,387
Total Loans	$	626,134	$	300	$	268	$	—	$	256	$	824	$	626,958

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.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans. Based on the most recent analysis performed, the following tables present the recorded investment in non-homogeneous loans by internal risk rating system as of June 30, 2023 and December 31, 2022:


	Term Loans Amortized Costs Basis by Origination Year												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior						Total
June 30, 2023
Commercial and industrial:
Pass	$	12,814	$	26,906	$	15,664	$	6,793	$	4,679	$	9,043	$	60,060	$	—	$	135,959
Special mention		—		458		—		—		192		46		31		—		727
Substandard		50		2,768		480		3,072		823		2,589		99		—		9,881
Doubtful		—		—		—		—		—		—				—		—
Total	$	12,864	$	30,132	$	16,144	$	9,865	$	5,694	$	11,678	$	60,190	$	—	$	146,567
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Pass	$	16,239	$	24,425	$	48,720	$	13,410	$	19,408	$	28,739	$	2,992	$	—	$	153,933
Special Mention		—		469		658		404		—		—		—		—		1,531
Substandard		—		—		918		636		475		9,086		—		—		11,115
Doubtful		—		—		—		—		—		—		—		—		—
Total	$	16,239	$	24,894	$	50,296	$	14,450	$	19,883	$	37,825	$	2,992	$	—	$	166,579
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial lessors of buildings:
Pass	$	2,489	$	25,968	$	25,480	$	8,268	$	4,392	$	10,517	$	1,747	$	—	$	78,861
Special Mention		—		456		1,528		—		3,674		—		—		—		5,658
Substandard		—		—		—		371		—		172		—		—		543
Doubtful		—		—		—		—		—		—		—		—		—
Total	$	2,489	$	26,424	$	27,008	$	8,639	$	8,066	$	10,689	$	1,747	$	—	$	85,062
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Construction:
Pass	$	7,539	$	28,689	$	663	$	948	$	376	$	306	$	—	$	—	$	38,521
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total	$	7,539	$	28,689	$	663	$	948	$	376	$	306	$	—	$	—	$	38,521
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total
Pass	$	39,081	$	105,988	$	90,527	$	29,419	$	28,855	$	48,605	$	64,799	$	—	$	407,274
Special Mention		—		1,383		2,186		404		3,866		46		31		—		7,916
Substandard		50		2,768		1,398		4,079		1,298		11,847		99		—		21,539
Doubtful		—		—		—		—		—		—		—		—		—
Total	$	39,131	$	110,139	$	94,111	$	33,902	$	34,019	$	60,498	$	64,929	$	—	$	436,729


(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Not Rated		Total
December 31, 2022
Commercial and industrial	$	119,353	$	282	$	7,927	$	—	$	1,781	$	129,343
Commercial real estate		220,414		485		8,352		—		2,534		231,785
Construction & land development		40,640		6,655		—		—		8,023		55,318
Total	$	380,407	$	7,422	$	16,279	$	—	$	12,338	$	416,446

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

The Company monitors the credit risk profile by payment activity for the loan classes listed below. Loans past due 90 days or more and loans on nonaccrual status are considered nonperforming. The following table presents the amortized cost in residential consumer loans based on payment activity:


	Term Loans Amortized Costs Basis by Origination Year												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior						Total
June 30, 2023
Consumer mortgage:
Performing	$	12,124	$	34,356	$	38,887	$	34,347	$	9,242	$	32,943	$	—	$	—	$	161,899
Nonperforming		—		—		—		—		—		64		—		—		64
Total	$	12,124	$	34,356	$	38,887	$	34,347	$	9,242	$	33,007	$	—	$	—	$	161,963
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Construction
Performing	$	2,042	$	3,665	$	277	$	1,270	$	124	$	123	$	—	$	—	$	7,501
Nonperforming		—		—		—		—		—		—		—		—		—
Total	$	2,042	$	3,665	$	277	$	1,270	$	124	$	123	$	—	$	—	$	7,501
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Home equity line of credit:
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	41,403	$	51	$	41,454
Nonperforming		—		—		—		—		—		—		10		—		10
Total	$	—	$	—	$	—	$	—	$	—	$	—	$	41,413	$	51	$	41,464
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer installment:
Performing	$	3,634	$	4,101	$	1,536	$	719	$	259	$	266	$	63	$	—	$	10,578
Nonperforming		—		—		6		—		—		—		—		—		6
Total	$	3,634	$	4,101	$	1,542	$	719	$	259	$	266	$	63	$	—	$	10,584
YTD gross charge-offs	$	—	$	9	$	9	$	3	$	1	$	1	$	—	$	—	$	23
Consumer indirect:
Performing	$	601	$	1,256	$	651	$	621	$	668	$	2,420	$	—	$	—	$	6,217
Nonperforming		—		—		—		—		21		51		—		—		72
Total	$	601	$	1,256	$	651	$	621	$	689	$	2,471	$	—	$	—	$	6,289
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	31	$	—	$	—	$	31
Total
Performing	$	18,401	$	43,378	$	41,351	$	36,957	$	10,293	$	35,752	$	41,466	$	51	$	227,649
Nonperforming		—		—		6		—		21		115		10		—		152
Total	$	18,401	$	43,378	$	41,357	$	36,957	$	10,314	$	35,867	$	41,476	$	51	$	227,801

Consumer mortgages are substantially secured by one to four family owner occupied properties and consumer indirect loans are substantially secured by recreational vehicles. All nonperforming consumer loans are evaluated when placed on nonaccrual status and may be charged down based on the fair value less cost to sell if that value is lower than the outstanding balance.

Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Bank modifies loans to borrowers in financial distress by providing – principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

In some cases, the Bank may provide multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

There were no modifications of loans to borrowers in financial distress completed during the six months ended June 30, 2023.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

Impaired Loans

The following impaired loan information relates to required disclosures under the previous incurred loan loss methodology and are only presented with prior period information.

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 December 31, 2022:


(Dollars in thousands)	Commercial and industrial		Commercial Real Estate		Residential Real Estate		Construction		Consumer		Unallocated		Total
December 31, 2022
Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	4	$	—	$	4
Collectively evaluated for impairment		1,110		2,760		1,268		803		229		664		6,834
Total ending allowance balance	$	1,110	$	2,760	$	1,268	$	803	$	233	$	664	$	6,838
Loans:
Loans individually evaluated for impairment	$	123	$	113	$	677	$	—	$	123			$	1,036
Loans collectively evaluated for impairment		129,220		231,672		193,448		55,318		16,264				625,922
Total ending loans balance	$	129,343	$	231,785	$	194,125	$	55,318	$	16,387			$	626,958

The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2022:


(Dollars in thousands)	Unpaid Principal Balance		Recorded Investment with no Allowance		Recorded Investment with Allowance		Total recorded investment1		Related Allowance
December 31, 2022
Commercial and industrial	$	123	$	124	$	—	$	124	$	—
Commercial real estate		117		92		20		112		—
Residential real estate		733		166		518		683		—
Construction & land development		—		—		—		—		—
Consumer		127		6		121		127		4
Total impaired loans	$	1,101	$	387	$	659	$	1,046	$	4

1Includes principal, accrued interest, unearned fees, and origination costs

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – LOANS (CONTINUED)

The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated.


	For the Three Months Ended June 30,		For the Six Months Ended June 30,
(Dollars in thousands)	2022		2022
Average recorded investment:
Commercial and industrial	$	255	$	261
Commercial real estate		200		212
Residential real estate		780		819
Construction & land development		109		55
Consumer		130		133
Average recorded investment in impaired loans	$	1,474	$	1,480
Interest income recognized:
Commercial and industrial	$	1	$	2
Commercial real estate		2		4
Residential real estate		8		16
Construction & land development		—		—
Consumer		2		4
Interest income recognized on a cash basis on impaired loans	$	13	$	26

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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
	June 30,		December 31,
(Dollars in thousands)	2023		2022
Securities of U.S. Government Agencies and mortgage-backed securities of government agencies pledged, fair value	$	28,691	$	32,775
Repurchase agreements		28,520		32,550

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.

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 June 30, 2023 and December 31, 2022 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
June 30, 2023
Assets:
Securities available-for-sale
U.S. Treasury securities	$	22,325	$	—	$	—	$	22,325
U.S. Government agencies		—		12,736		—		12,736
Mortgage-backed securities of government agencies		—		64,633		—		64,633
Asset-backed securities of government agencies		—		548		—		548
State and political subdivisions		—		19,358		—		19,358
Corporate bonds		—		25,757		—		25,757
Total available-for-sale securities	$	22,325	$	123,032	$	—	$	145,357
Equity securities	$	211	$	—	$	—	$	211

December 31, 2022
Assets:
Securities available-for-sale
U.S. Treasury securities	$	22,225	$	—	$	—	$	22,225
U.S. Government agencies		—		12,630		—		12,630
Mortgage-backed securities of government agencies		—		68,890		—		68,890
Asset-backed securities of government agencies		—		618		—		618
State and political subdivisions		—		19,477		—		19,477
Corporate bonds		—		26,229		—		26,229
Total available-for-sale securities	$	22,225	$	127,844	$	—	$	150,069
Equity securities	$	198	$	—	$	—	$	198

There were no assets reported at fair value and recorded on a nonrecurring basis on June 30, 2023, and December 31, 2022.

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 June 30, 2023 and December 31, 2022 are as follows:


(Dollars in thousands)	Carrying Value		Level I		Level II		Level III		Fair Value
June 30, 2023
Financial assets
Securities held-to-maturity	$	238,222	$	11,746	$	192,233	$	—	$	203,979
Loans held for sale		184		187		—		—		187
Net loans		658,046		—		—		626,195		626,195
Mortgage servicing rights		607		—		—		607		607
Financial liabilities
Deposits	$	1,021,671	$	862,034	$	—	$	160,725	$	1,022,759
Other borrowings		1,862		—		—		1,750		1,750

December 31, 2022
Financial assets
Securities held-to-maturity	$	247,401	$	11,617	$	200,337	$	—	$	211,954
Loans held for sale		52		55		—		—		55
Net loans		620,333		—		—		600,720		600,720
Mortgage servicing rights		621		—		—		621		621
Financial liabilities
Deposits	$	1,023,417	$	905,335	$	—	$	114,478	$	1,019,813
Other borrowings		2,461		—		—		2,321		2,321

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 I fair value that approximates their carrying value. The Company also has unrecognized financial instruments on June 30, 2023 and December 31, 2022. These financial instruments relate to commitments to extend credit and letters of credit. The aggregate contract amount of such financial instruments was approximately $304 million on June 30, 2023 and $268 million on December 31, 2022. 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.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7- ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component net of tax for the three and six months ended June 30, 2023 and 2022:


(Dollars in thousands)	Pretax			Tax Effect			After-tax
Three Months Ended June 30, 2023
Balance, beginning of period	$	(14,981	)	$	3,146		$	(11,835	)
Unrealized holding loss on available-for-sale securities arising during the period		(1,923	)		404			(1,519	)
Amortization of held-to-maturity discount resulting from transfer		48			(10	)		38
Total other comprehensive loss		(1,875	)		394			(1,481	)
Balance, end of period	$	(16,856	)	$	3,540		$	(13,316	)

Six Months Ended June 30, 2023
Balance, beginning of period	$	(16,354	)	$	3,435		$	(12,919	)
Unrealized holding loss on available-for-sale securities arising during the period		(596	)		125			(471	)
Amortization of held-to-maturity discount resulting from transfer		94			(20	)		74
Total other comprehensive loss		(502	)		105			(397	)
Balance, end of period	$	(16,856	)	$	3,540		$	(13,316	)

Three Months ended June 30, 2022
Balance, beginning of period	$	(9,131	)	$	1,918		$	(7,213	)
Unrealized holding loss on available-for-sale securities arising during the period		(3,607	)		757			(2,850	)
Amortization of held-to-maturity discount resulting from transfer		75			(15	)		60
Total other comprehensive loss		(3,532	)		742			(2,790	)
Balance, end of period	$	(12,663	)	$	2,660		$	(10,003	)

Six Months Ended June 30, 2022
Balance, beginning of period	$	(2,691	)	$	566		$	(2,125	)
Unrealized holding loss on available-for-sale securities arising during the period		(10,145	)		2,130			(8,015	)
Amortization of held-to-maturity discount resulting from transfer		173			(36	)		137
Total other comprehensive loss		(9,972	)		2,094			(7,878	)
Balance, end of period	$	(12,663	)	$	2,660		$	(10,003	)

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 on June 30, 2023 as compared to December 31, 2022, and the consolidated results of operations for the three and six months ended June 30, 2023 compared to the same periods in 2022. 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 decreased to $1.15 billion at June 30, 2023 compared to $1.16 billion December 31, 2022. During the six months ended June 30, 2023, securities decreased $16 million, net loans increased $38 million, and cash and cash equivalents decreased $26 million. Deposits and short-term borrowings decreased $6 million.

Net loans increased $38 million, or 14%, as construction loans decreased $8 million, or 14%, and residential real estate loans increased $12 million, or 8%, from December 31, 2022. Commercial and commercial real estate loans increased $36 million, or 14% compared to December 31, 2022. Consumer refinance activity slowed significantly on mortgage loans, home purchase activity remained stable despite limited inventory, and home equity line balances decreased by $3 million. Residential mortgage loan originations for the six months ended June 30, 2023 totaled $27 million, a decrease from $44 million in originations during the six months ended June 30, 2022. As interest rates continued to rise in 2023, more variable rate residential mortgage loans were originated for the portfolio. Originations sold into the secondary market were $2 million and $7 million, respectively during the six months ended June 30, 2023 and June 30, 2022. The Bank originates and sells primarily fixed rate thirty-year mortgages into the secondary market.

The allowance for credit losses decreased $709 thousand from the year ago quarter to $6.6 million. The Company adopted CECL on January 1, 2023. Net recoveries were $6 thousand, or an annualized 0.00% of average loans, in the current six-month period compared to net recoveries of $295 thousand, or 0.10% of average loans in the year-ago six-month period. At June 30, 2023, the allowance for credit losses to total loans was 0.99%. We believe the allowance level is appropriate given the low level of problem loans and composition of the overall loan portfolio in the current economic environment.

CSB BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Nonperforming loans decreased $2 thousand to $254 thousand, or 0.04%, of total loans from $256 thousand, or 0.04% of total loans, on December 31, 2022. For the six months ended June 30, 2023, $60 thousand in loans were placed on nonaccrual status, $70 thousand in paydowns were received, and $2 thousand in personal loans were charged-off due to non-payment.


	June 30,			December 31,			June 30,
(Dollars in thousands)	2023			2022			2022
Non-performing loans	$	254		$	256		$	690
Other real estate		—			—			—
Repossessed assets		—			—			—
Allowance for credit/loan losses		6,559			6,838			7,268
Total loans	$	664,605		$	627,171		$	582,185
Allowance for credit/loan losses as a percentage of total loans		0.99	%		1.09	%		1.25	%
Allowance for credit/loan losses to total nonperforming loans	25.8X			26.7X			10.5X

The ratio of gross loans to deposits was 65.1% at June 30, 2023, compared to 61.3% at December 31, 2022.

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 $49.5 million within the available-for-sale and held-to-maturity portfolios as of June 30, 2023, 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 June 30, 2023, are considered temporary and no allowance for credit loss is necessary.

The weighted average life of total debt securities was 5.30 years at June 30, 2023 as compared to 5.57 years at December 31, 2022. If interest rates declined 100 basis points, the weighted average life was estimated to fall to 5.20 years at June 30, 2023 and 5.10 years at December 31, 2022. If interest rates rose 100 basis points the weighted average life would be expected to increase to 5.31 years at June 30, 2023 and 6.01 years at December 31, 2022.

Deposits decreased $2 million, or less than 1%, from December 31, 2022 with noninterest-bearing deposits decreasing approximately $35 million, or 10%, and interest-bearing deposit accounts increasing approximately $33 million, or 5%. Total deposits as of June 30, 2023 are $1.02 billion, or 3%, greater than June 30, 2022 deposit balances. On a year over year comparison, decreases were recognized in noninterest-bearing demand deposits of $13 million and savings of $18 million. Increases were recognized in interest bearing demand of $13 million, money market accounts of $5 million, and time deposits of $42 million. Deposit growth has stabilized with customers transfering funds into time certificates of deposit to take advantage of the increased interest rates. The estimated amount of uninsured deposits was $272 million, $267 million, and $262 million as of June 30, 2023, December 31, 2022, and June 30, 2022, respectively.

Short-term borrowings consisting of overnight repurchase agreements with retail customers decreased $4 million, or 12%, to $29 million at June 30, 2023 as compared to December 31, 2022 and other borrowings decreased $599 thousand as the Company repaid FHLB advances.

Total shareholders’ equity amounted to $100 million, or 8.7%, of total assets at June 30, 2023, an increase of $4 million, or 4%, from $96 million December 31, 2022. The increase in shareholders’ equity during the six months ended June 30, 2023 was due to net income of $7.6 million, accumulated other comprehensive loss (“AOCL”) of $397 thousand, less cash dividends of $2.0 million, and treasury stock repurchase of $1.0 million. An increase of U.S. Treasury rates during the six months ended June 30, 2023 caused the AOCL to increase as AFS securities are marked to fair market value. As interest rates increase, the fair value of AFS fixed-rate securities decrease with a corresponding net of tax increase recorded in the AOCL portion of equity. This remaining 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 June 30, 2023.

CSB BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three months ended June 30, 2023 and 2022

For the quarters ended June 30, 2023 and 2022, the Company recorded net income of $3.6 million and $3.2 million and $1.36 and $1.18 per share, respectively. The $435 thousand increase in net income for the period was primarily the result of a $1.4 million increase in net interest income, offset by an increase in noninterest expenses of $275 thousand, and a decrease of $49 thousand in noninterest income. The total provision for credit losses was $140 thousand in 2023 compared to a recovery of $345 thousand for the three-month period in 2022, and the federal income tax provision increased $120 thousand. Return on average assets and return on average equity were 1.27% and 14.62%, respectively, for the three-month period of 2023, compared to 1.13% and 13.73%, respectively for the same quarter in 2022.

Average Balance Sheets and Net Interest Margin Analysis


	For the Three Months Ended June 30,
	2023								2022
(Dollars in thousands)	Average balance1		Interest			Average rate2			Average balance1		Interest			Average rate2
ASSETS
Interest-earning deposits	$	34,601	$	444			5.15	%	$	99,122	$	203			0.82	%
Taxable securities		368,959		1,945			2.11			374,246		1,660			1.78
Tax-exempt securities 4		22,187		129			2.33			24,184		137			2.27
Loans 3,4		660,004		8,717			5.30			574,824		6,039			4.21
Total interest-earning assets		1,085,751		11,235			4.15	%		1,072,376		8,039			3.01	%
Noninterest-earning assets		65,652								63,942
TOTAL ASSETS	$	1,151,403							$	1,136,318

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing demand deposits	$	248,775	$	616			0.99	%	$	237,950	$	56			0.09	%
Savings deposits		299,957		590			0.79			307,234		75			0.10
Time deposits		141,001		922			2.62			118,232		213			0.72
Borrowed funds		31,765		80			1.01			41,663		29			0.28
Total interest-bearing liabilities		721,498		2,208			1.23	%		705,079		373			0.21	%
Noninterest-bearing demand deposits		324,898								333,692
Other liabilities		5,049								3,797
Shareholders' Equity		99,958								93,750
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,151,403							$	1,136,318
Taxable equivalent net interest income, (Non-GAAP)			$	9,027							$	7,666
Tax equivalent adjustment 4				(33	)							(36	)
Net interest income, (GAAP)			$	8,994							$	7,630
Net interest margin, (GAAP)							3.32	%							2.86	%
Tax equivalent adjustment 4							0.01								0.01
Net interest margin-taxable equivalent, (Non-GAAP)							3.33	%							2.87	%
Taxable equivalent net interest spread							2.92	%							2.80	%

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.

CSB BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Interest income for the quarter ended June 30, 2023, was $11.2 million representing a $3.2 million increase, or 40%, compared to the same period in 2022. This increase was primarily due to increased volume and rates on loans and increased rates on interest-earning deposits, and taxable securities partially offset by the volume decrease in interest-earning deposits in the comparable period. Average interest-earning deposit rates increased 433 bps while loan rates increased 109 basis points, and taxable securities interest rates rose 33 bps for the quarter ended June 30, 2023 as compared to the same period in 2022. The Federal Reserve raised managed interest rates 7 times and 350 bps during the 1 year period. Interest expense for the quarter ended June 30, 2023 was $2.2 million, an increase of $1.8 million, or 492%, from the same quarter in 2022. The increase in interest expense occurred primarily due to the increase in interest rates on all deposit types as well as an increase in volume of demand and time deposit accounts for the quarter ended June 30, 2023.

For the quarter ended June 30, 2023, with improving credit quality and minimal loan charge-offs, the bank recognized net recoveries of $10 thousand, compared to $308 thousand net recoveries for the same quarter in 2022. The provision for credit losses for loans in the current quarter of $242 thousand, compared to a credit provision of $345 thousand in the second quarter 2022, reflects loan growth in 2023. The company recorded $102 thousand credit provision for off-balance credit exposure in 2023 compared to a $0 provision in the second quarter of 2022. This decrease results from a decline primarily in construction loans in 2023 compared to 2022. Economic indicators reflect a leveling off in residential real estate prices and low unemployment. The provision for credit losses is determined based on management’s calculation of the adequacy of the allowance for credit 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 June 30, 2023, was $1.7 million, a decrease of $49 thousand, or 3%, compared to the same quarter in 2022. The gain on the sale of mortgage loans into the secondary market decreased by $91 thousand, or 62%, for the quarter ended June 30, 2023 as fewer loans were sold into the secondary market due to decreasing demand for mortgage refinancing as interest rates increased and inventories of homes available for sale declined. Fees from trust and brokerage services amounted to $252 thousand for the second quarter 2023, a decrease of $1 thousand, or less than 1%, as compared to the same quarter in 2022. Service charges on deposit accounts increased $11 thousand, or 4%, compared to the same quarter in 2022, primarily from increased customer overdraft fees. Debit card interchange income decreased $10 thousand, or 2%, with less fees generated from usage in the second quarter 2023. Credit card fee income increased $1 thousand, or less than 1%, as improvements to the card program have resulted in increased customer usage. Earnings on bank owned life insurance increased $4 thousand, or 2%, for the second quarter 2023.

Noninterest expenses for the quarter ended June 30, 2023 increased $275 thousand, or 5%, compared to the second quarter 2022. Salaries and employee benefits decreased $23 thousand, or less than 1%, a result the capitalization of salary and benefits due to increased loan originations compared to second quarter 2022. Occupancy and equipment expense increased $8 thousand, or 3%, in 2023 over the second quarter 2022, primarily due to increases in property insurance. Software expense increased $95 thousand due to additional software purchases over second quarter 2022. Professional and director fees increased $56 thousand, or 17%, for the quarter ended June 30, 2023 as compared to the second quarter 2022, primarily due to an increase in audit and outside consulting fees. Marketing and public relations expense increased $26 thousand, or 24%. Data line and phone expense decreased $14 thousand, or 22%, with renegotiated contracts. Debit card expense decreased $16 thousand or 9%. FDIC insurance expense increased $103 thousand, or 137%, with the increase in insurance rates. Federal income tax expense increased $120 thousand, or 16%, for the quarter ended June 30, 2023 as compared to the second quarter 2022. The provision for income taxes was $894 thousand (effective rate of 19.7%) for the quarter ended June 30, 2023, compared to $774 thousand (effective rate of 19.4%) for the same quarter ended 2022.

CSB BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Six months ended June 30, 2023, and 2022

For the six months ended June 30, 2023, and 2022, the Company recorded net income of $7.6 million and $5.9 million and $2.82 and $2.17 per share, respectively. The $1.7 million increase in net income for the six-month period was primarily the result of an increase in net interest income of $3.5 million, which was partially offset by an increase in the total provision for credit losses of $754 thousand, an increase in noninterest expenses of $526 thousand, and a reduction in noninterest income of $63 thousand. The federal income tax provision was $453 thousand higher during the six-month period in 2023. Return on average assets and return on average equity were 1.33% and 15.49%, respectively, for the six months ended June 30, 2023, compared to 1.05% and 12.48%, respectively for the same period in 2022.


	For the Six Months Ended June 30,
	2023								2022
(Dollars in thousands)	Average balance1		Interest			Average rate2			Average balance1		Interest			Average rate2
ASSETS
Interest-earning deposits	$	41,087	$	989			4.85	%	$	128,478	$	277			0.43	%
Taxable securities		372,394		3,957			2.14			354,411		2,941			1.67
Tax-exempt securities 4		22,140		258			2.35			24,745		277			2.26
Loans 3,4		648,760		16,692			5.19			567,671		11,823			4.20
Total interest-earning assets		1,084,381		21,896			4.07	%		1,075,305		15,318			2.87	%
Noninterest-earning assets		64,859								62,147
TOTAL ASSETS	$	1,149,240							$	1,137,452

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing demand deposits	$	243,112	$	1,121			0.93	%	$	237,816	$	106			0.09	%
Savings deposits		308,609		1,121			0.73			308,159		142			0.09
Time deposits		131,717		1,470			2.25			119,067		445			0.75
Borrowed funds		33,614		158			0.95			42,838		57			0.27
Total interest-bearing liabilities		717,052		3,870			1.09	%		707,880		750			0.21	%
Noninterest-bearing demand deposits		328,254								330,228
Other liabilities		5,288								3,857
Shareholders' Equity		98,646								95,487
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,149,240							$	1,137,452
Taxable equivalent net interest income, (Non-GAAP)			$	18,026							$	14,568
Tax equivalent adjustment 4				(67	)							(73	)
Net interest income, (GAAP)			$	17,959							$	14,495
Net interest margin, (GAAP)							3.34	%							2.72	%
Tax equivalent adjustment 4							0.01								0.01
Net interest margin-taxable equivalent, (Non-GAAP)							3.35	%							2.73	%
Taxable equivalent net interest spread							2.98	%							2.66	%

CSB BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Interest income for the six months ended June 30, 2023, was $21.8 million representing a $6.6 million increase, or 43%, compared to the same period in 2022. This increase was primarily due to volume and yield increases on loans and taxable securities along with rate increases on overnight deposits in other banks for the period ended June 30, 2023, as compared to the same period in 2022. Interest expense for the six months ended June 30, 2023, was $3.9 million, an increase of $3.1 million, or 416%, from the same period in 2022. The increase in interest expense occurred primarily due to an increase in rates on all interest-bearing liabilities for the six months ended June 30, 2023.

For the six months ended June 30, 2023, the provision for credit losses was $274 thousand, compared to a credit reversal of $645 thousand for the same period in 2022. For more discussion see Results of Operations, three months. The provision for loan losses is determined based on management’s calculation of the adequacy of the allowance for credit 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 six months ended June 30, 2023, was $3.4 million, a decrease of $63 thousand, or 2%, compared to the same period in 2022. The gain on the sale of mortgage loans to the secondary market decreased $206 thousand to $59 thousand for the six months ended June 30, 2023, as increases in interest rates slowed mortgage loan refinancing. Service charges on deposit accounts increased $38 thousand, or 7%, compared to the same period in 2022 primarily from increases in overdraft fees, as well as increases in business service charges on deposit accounts. Credit card fee income increased $23 thousand, or 7% with growth in business credit card customers and interchange income. Debit card interchange income increased $16 thousand, or 2%. Earnings on bank owned life insurance policies increased $7 thousand for the period. Fees from trust and brokerage services declined $7 thousand for the period.

Noninterest expenses for the six months ended June 30, 2023, increased $526 thousand, or 5%, compared to the same period in 2022. Salaries and employee benefits increased $116 thousand, or 2%, a result of increased salaries and medical benefits. Marketing and public relations expense increased $38 thousand, or 17%, with marketing, brand recognition initiatives, and community support in the company’s market slowly increasing in volume due to increasing opportunities presenting after previous cancellations due to COVID-19. Occupancy and equipment expenses increased $3 thousand over the same period in 2022 with an increase in maintenance and insurance expense. Professional and director fees increased $101 thousand for the six months ended June 30, 2023, as compared to the same period in 2022 with increased accounting and professional fees related to the audit function and CECL.

Federal income tax expense increased $453 thousand, or 32%, for the six months ended June 30, 2023, as compared to the same period in 2022. The provision for income taxes was $1.9 million (effective rate of 19.8%) for the six months ended June 30, 2023, compared to $1.4 million (effective rate of 19.3%) for the same period ended 2022.

CSB BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAPITAL RESOURCES

The Company maintained a strong capital position with tangible common equity to tangible assets of 8.3% at June 30, 2023 compared with 7.9% at December 31, 2022.

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 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. As of June 30, 2023, the Company and the Bank met all capital adequacy requirements to which they were subject.


	Capital Ratios
	June 30, 2023			December 31, 2022
Total Capital To Risk Weighted Assets Ratio
Consolidated		15.9	%		16.0	%
Bank		15.8			15.9

Tier 1 Capital To Risk Weighted Assets Ratio
Consolidated		15.0			15.1
Bank		14.9			14.9

Common Equity Tier 1 Capital To Risk Weighted Assets
Consolidated		15.0			15.1
Bank		14.9			14.9

Tier 1 Leverage Ratio
Consolidated		9.4			8.8
Bank		9.3			8.7

LIQUIDITY


(Dollars in thousands)	June 30, 2023			December 31, 2022			Change
Cash and cash equivalents	$	60,226		$	86,420		$	(26,194	)
Available from FHLB		131,044			122,062			8,982
Unpledged AFS securities at fair market value		118,275			134,401			(16,126	)
	$	309,545		$	342,883		$	(33,338	)
Net deposits and short-term liabilities	$	1,023,729		$	1,041,016		$	(17,287	)
Liquidity ratio		30.2	%		32.9	%		(2.7	)
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.

CSB BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

PER SHARE DATA

Earnings per share is computed based on the weighted average number of shares of common stock outstanding during each year. The company currently maintains a simple capital structure, thus, there are no dilutive effects on earnings per share.

The weighted average number of common shares outstanding for earnings per share computations was as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands, except per share data)	2023		2022		2023		2022
Net income	$	3,644	$	3,209	$	7,578	$	5,910
Weighted average common shares outstanding		2,680,526		2,718,024		2,686,382		2,718,024
Earnings per share, basic and diluted		1.36		1.18		2.82		2.17

CSB BANCORP, INC.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

By June 2023, Ohio's unemployment rate declined to 3.4%. The bank based in Holmes County is reporting an unemployment rate of 3.0% in June 2023. Of the counties within the bank's footprint, Tuscarawas County reported the highest unemployment rate at 4.1% in June. Wayne County posted a low unemployment rate of 2.9% in June 2023. Many jobs within the Bank's market footprint continue to go unfilled. The rate of inflation, slowed to 3.1% at June 2023, following a high base rate in 2022. The rate continues to be above the Federal Reserve target rate of 2%, but has fallen from 8.5% in March 2022. The Federal Reserve continues to raise interest rates in an effort to stabilize prices with maximum employment. Credit quality in the Bank's loan portfolio is good, 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 -400 through +400 basis point changes, in 100 basis point increments, in market interest rates at June 30, 2023 and December 31, 2022. 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.


June 30, 2023
(Dollars in thousands)
Change in Interest Rates (basis points)		Net Interest Income		Dollar Change			Percentage Change				Board Policy Limits
+400		$	37,003	$	124			0.3		%	± 25	%
+300			37,020		141			0.4			± 15
+200			36,977		98			0.3			± 10
+100			36,921		42			0.1			± 5
0			36,879		—			—
-100			36,764		(115	)		(0.3	)		± 5
-200			36,407		(472	)		(1.3	)		± 10
-300			36,024		(855	)		(2.3	)		± 15
-400			35,514		(1,365	)		(3.7	)		± 25

December 31, 2022
+ 400		$	38,810	$	1,090			2.9		%	± 25	%
+ 300			38,581		861			2.3			± 15
+ 200			38,302		582			1.5			± 10
+ 100			38,003		283			0.8			± 5
	0		37,720		—			—
– 100			37,368		(352	)		(0.9	)		± 5
– 200			36,869		(851	)		(2.3	)		± 10
– 300			35,973		(1,747	)		(4.6	)		± 15
– 400			35,519		(2,201	)		(5.8	)		± 25

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.

CSB BANCORP, INC.

FORM 10-Q

Quarter ended June 30, 2023

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 June 30, 2023:


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
April 1, 2023 - April 30, 2023		—		—			—		75,393
May 1, 2023 - May 31, 2023		—		—			—		75,393
June 1, 2023 - June 30, 2023		300		36.65			300		75,093
Total for quarter		300		36.65	—		300		75,093

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. {10b5-1}

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 June 30, 2023

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 04958544).
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, film number 99579179).
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, film number 21747059).
3.2.3		Amended Article III of the Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Regisrant's Form DEF 14a file on March 16, 2023, Appendix A, film number 23738842).

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, film number 20717009).

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 June 30, 2023, 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).

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, 2023	/s/ Eddie L. Steiner
		Eddie L. Steiner
		President
		Chief Executive Officer


Date:	August 10, 2023	/s/ Paula J. Meiler
		Paula J. Meiler
		Senior Vice President
		Chief Financial Officer