CSB Bancorp, Inc. 11-K
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 0-21714
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
The Commercial & Savings Bank
401(k) Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
CSB Bancorp, Inc.
91 North Clay Street
Millersburg, Ohio 44654
 
 

 


 

REQUIRED INFORMATION
(a)   The Commercial & Savings Bank 401(k) Retirement Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Therefore, in lieu of requirements of Items 1-3 of Form 11-K, the financial statements and supplemental schedule of the Plan for the fiscal year ended December 31, 2006, which have been prepared in accordance with the financial reporting requirements of ERISA, are filed as a part of this Form 11-K report.
(b)   Exhibits
  23   Consent of Registered Independent Public Accounting Firm

 


 

THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
MILLERSBURG, OHIO
AUDIT REPORT
DECEMBER 31, 2006

 


 

THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
DECEMBER 31, 2006
         
    Page
    Number
Report of Independent Registered Public Accounting Firm
    1  
 
       
Statement of Net Assets Available for Benefits
    2  
 
       
Statement of Changes in Net Assets Available for Benefits
    3  
 
       
Notes to Financial Statements
    4-8  
 
       
Supplemental Information
    9  

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Trustees of The Commercial & Savings Bank 401(k) Retirement Plan
Millersburg, Ohio
We have audited the accompanying statement of net assets available for benefits of The Commercial & Savings Bank 401(k) Retirement Plan (the “Plan”) as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Commercial & Savings Bank 401(k) Retirement Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2006, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
     
/s/ S. R. Snodgrass, A.C.
   
 
Wexford, PA
   
June 27, 2007
   

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THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                 
    December 31,  
    2006     2005  
ASSETS
               
 
               
Participant-directed investments
  $ 3,121,999     $ 3,198,860  
 
               
Receivables:
               
Employer profit sharing contributions
    103,899       83,854  
Employee contributions
    9,325        
Employer match contribution
    2,764        
Accrued investment income
    5,612       4,068  
 
           
Total receivables
    121,600       87,922  
 
               
Cash and cash equivalents
    862,608       747,718  
 
           
 
               
Total assets available for benefits
    4,106,207       4,034,500  
 
               
LIABILITIES
               
 
               
Benefits payable
    5,404       32,122  
 
           
 
               
Net assets available for benefits
  $ 4,100,803     $ 4,002,378  
 
           
The accompanying notes are an integral part of these financial statements.

2


 

THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31,
                 
    2006     2005  
ADDITIONS IN NET ASSETS ATTRIBUTED TO:
               
 
               
INVESTMENT INCOME:
               
Net (depreciation) appreciation in fair value of investments
  $ (91,441 )   $ 145,316  
Interest and dividends, including $142,589 and $34,943 of dividends from CSB Bancorp, Inc., common stock
    177,532       76,931  
 
           
 
               
Total investment income
    86,091       222,247  
 
           
 
               
Employee deferral
    284,225       275,445  
Rollover contributions
    17,203       13,429  
Employer contributions
    181,386       150,758  
 
           
 
               
Total contributions
    482,814       439,632  
 
           
 
               
Total additions
    568,905       661,879  
 
           
 
               
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
               
 
               
Benefits paid directly to participants
    470,480       748,161  
 
           
 
               
Net increase (decrease)
    98,425       (86,282 )
 
               
NET ASSETS AVAILABLE FOR BENEFITS:
               
Beginning of the year
    4,002,378       4,088,660  
 
           
 
               
End of the year
  $ 4,100,803     $ 4,002,378  
 
           
The accompanying notes are an integral part of these financial statements.

3


 

THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF PLAN
The following brief description of The Commercial & Savings Bank 401(k) Retirement Plan (the “Plan”) is provided for general information purposes only. Interested parties should refer to the Plan document for a more comprehensive description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering the non-collective bargaining unit employees of The Commercial and Savings Bank (the “Bank”), who have completed three months of service and attained age 21. The Plan includes a 401(k) before-tax savings feature, which permits participants to defer compensation under Section 401(k) of the Internal Revenue Code. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Plan is not covered by the Pension Benefit Guaranty Corporation.
Contributions
Plan participants may defer and contribute up to 100 percent of their annual compensation, as defined in the Plan’s agreement, subject to certain limitations as specified in the Internal Revenue Code. The Plan presently offers seven mutual funds, an insured money market fund, and CSB Bancorp, Inc., common stock as investment options for Plan participants.
The Bank has agreed to make annual matching contributions of 50 percent of each participant’s compensation deferral contribution, up to 4 percent, or 2 percent of annual compensation (as defined). The Plan also stipulates the Bank may make discretionary profit sharing contributions. To receive the annual matching and profit sharing contributions, a participant must be employed at the Bank on the last day of the Plan year unless the participant has died, become disabled, or reached normal retirement age during the year. The Bank’s profit sharing contributions are generally made in the first quarter subsequent to the Plan’s year end.
Participant Accounts
Each participant’s account is credited with the participant’s compensation deferral contribution, an allocation of the Bank’s matching and profit sharing contributions, and an allocation of the investment earnings or loss of the funds in which the participant chooses to invest.
The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the sponsor’s contributions in the Plan, plus earnings or losses thereon is based on years of continuous service. Participants vest at the rate of 33 percent per year and are fully vested after three years of credited service.

4


 

NOTE 1 — DESCRIPTION OF PLAN (continued)
Payment of Benefits
The normal retirement date is the date a participant reaches age 65. When a participant reaches the normal retirement date, or reaches age 55 with seven years of service, terminates employment with the Bank, becomes totally disabled, or dies while participating in the Plan, they are entitled to receive the vested amount in their individual account.
If a participant dies before receiving all of the benefits in their account, the surviving spouse will receive the remainder in the participant’s account as, a lump sum or in installments. If the participant is not married at the time of death, the participant’s beneficiary may elect to receive the remainder in the account in either a lump sum or in installments.
If benefits are elected to be received in installments, the installments may be made monthly, quarterly or annually over a period not to exceed the participant’s life expectancy or the joint life expectancy of the participant and designated beneficiary at the time the election is made.
Forfeitures
In the event a participant terminates prior to becoming fully vested, the unvested portion of the participant’s matching and profit sharing contributions represent forfeitures. Matching contribution forfeitures are available to reduce the Bank’s matching contribution requirement, and profit sharing forfeitures revert back to the Plan and are allocated to all active participants based on relative compensation.
Matching contribution forfeitures available to reduce future Bank matching contributions aggregated
$852 at December 31, 2006, all from terminated participants who had taken full distribution and $0 from participants who have terminated and not taken a distribution. Of the matching contribution forfeitures available at December 31, 2006, $852 were allocated as of December 31, 2006.
Matching contribution forfeitures available to reduce future Bank matching contributions aggregated $4,487 at December 31, 2005, including $3,255 from terminated participants who had taken full distribution and $1,232 from participants who have terminated and not taken a distribution. Of the matching contribution forfeitures available at December 31, 2005, $3,255 were used to reduce the Bank’s 2006 matching contribution.
Profit sharing contribution forfeitures to be allocated to active participants aggregated $2,471 at December 31, 2006, including $2,471 from terminated participants who had taken full distribution and $0 from terminated participants who have not taken a distribution. Of the profit sharing contribution forfeitures available at December 31, 2006, $2,471 were allocated as of December 31, 2006.
Profit sharing contribution forfeitures to be allocated to active participants aggregated $11,542 at December 31, 2005, including $6,365 from terminated participants who had taken full distribution and $5,177 from terminated participants who have not taken a distribution. Of the profit sharing contribution forfeitures available at December 31, 2005, $6,365 were allocated as of December 31, 2005.
Administrative Expenses
Certain administrative functions are performed by officers and employees of the Bank. No such officer or employee receives compensation from the Plan. Certain other administrative expenses are paid directly by the Bank. Such costs amounted to $23,397 and $23,267 for the years ended December 31, 2006 and 2005.

5


 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting principles followed by the Plan and the methods of applying these principles conform with U.S. generally accepted accounting principles.
A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows:
Accounting Estimates
The financial statements have been prepared in conformity with U.S. generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ significantly from those estimates.
Valuation of Investments and Income Recognition
The Plan’s investments are stated at fair value. The fair value of mutual funds is determined using the quoted net asset value of the specified fund. The fair value of CSB Bancorp, Inc. common stock is determined based on a quoted market price. Cash equivalents are valued at cost, which approximates fair value.
The net appreciation (depreciation) in fair value of investments includes investments purchased, sold, and held during the year.
Purchases and sale of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

6


 

NOTE 3 — INVESTMENTS
The Plan investments are administered by The Commercial & Savings Bank Trust Department (Trustee).
The fair values of the individual investments that represent 5 percent or more of the Plan’s net assets available for benefits as of December 31 are as follows:
                                 
    2006     2005  
            Fair             Fair  
    Cost     Value     Cost     Value  
Investments at fair value as determined by quoted market prices:
                               
 
                               
Common stock — CSB Bancorp, Inc.
  $ 1,223,024     $ 983,420     $ 1,350,769     $ 1,245,741  
Federated Government Obligation Fund
    863,874       863,874       31,339       31,339  
Federated Income Trust
    332,107       337,809              
Fidelity Advisor Equity Growth Fund
    568,809       661,079       616,587       685,017  
Franklin Small-Mid Capital Growth Fund
    308,514       398,226       255,852       367,125  
T Rowe Price Capital Appreciation
    276,668       271,024              
Vanguard International Value
    283,336       279,529              
Federated Stock Trust
                83,631       234,272  
Fidelity Intermediate Bond Fund
                349,617       337,953  
 
                       
 
                               
 
  $ 3,856,332     $ 3,794,961     $ 2,687,795     $ 2,901,447  
 
                       
The Plan’s investments appreciated (depreciated) in fair value for the years ended December 31 as follows:
                 
    Net Appreciation (Depreciation)  
    in Fair Value During Year  
    2006     2005  
Investments at fair value as determined by quoted market prices:
               
Mutual funds
  $ 60,267     $ 78,672  
Common stock
    (151,708 )     66,644  
 
           
 
               
Net (depreciation) appreciation in fair value
  $ (91,441 )   $ 145,316  
 
           
NOTE 4 — PLAN TERMINATION
Although it has not expressed any intent to do so, the Bank has the right, under the Plan, to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, participants will become 100 percent vested in their accounts.

7


 

NOTE 5 — TAX STATUS
The Internal Revenue Service has determined and informed the Bank, by letter dated January 3, 2005, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
NOTE 6 — PARTY-IN-INTEREST TRANSACTIONS
The Plan invests in the common stock of the Plan Sponsor. Therefore, related transactions qualify as related party transactions. All other transactions which may be considered parties-in-interest transactions relate to normal Plan management and administrative services and related payment of fees
NOTE 7 — FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, requires the Plan to disclose the estimated fair value of its financial instruments. Financial instruments are defined as cash, evidence of ownership interest in an entity, or a contract, which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms. Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced liquidation or sale. If a quoted market price is available for a financial instrument, the estimated fair value would be calculated based upon the market price per trading unit of the instrument.
Investments in mutual funds and cash and cash equivalents would be considered financial instruments. At December 31, 2006 and 2005, the carrying amounts of these financial instruments approximate fair value.

8


 

THE COMMERCIAL & SAVINGS BANK
401(K) RETIREMENT PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
EMPLOYER IDENTIFICATION NUMBER 34-0159850
PLAN NUMBER - 002
DECEMBER 31, 2006
                         
    Par or             Fair  
    Shares     Cost     Value  
Mutual Funds
                       
 
                       
Federated US Government Securities, 2-5 yr
    10,169     $ 113,545     $ 110,438  
Fidelity Equity Growth Fund
    12,217       568,809       661,079  
Franklin Small-Mid Capital Growth Fund
    10,543       308,514       398,226  
Federated Income Trust
    33,086       332,107       337,809  
T Rowe Price Capital Appreciation
    13,144       276,668       271,024  
Vanguard Small Cap Growth
    2,440       42,048       44,756  
Vanguard International Value
    6,929       283,336       279,529  
Vanguard S&P 500
    274       33,809       35,718  
 
                     
 
                    2,138,579  
 
                       
Common Stock — CSB Bancorp, Inc.
    53,886       1,223,024       983,420  
 
                       
Cash and cash equivalents
                       
Cash
                    (1,266 )
Federated Government Obligation Fund
    863,874               863,874  
 
                     
 
                    862,608  
 
                       
Total
                  $ 3,984,607  
 
                     

9


 

SIGNATURES
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
 
  The Commercial & Savings Bank of Millersburg 401(k) Retirement Plan    
 
       
DATE
  /s/ Thomas S. Rumbaugh    
 
       
June 27, 2007
  as Plan Administrator    

10


 

EXHIBITS INDEX
             
Exhibit No.   Description   Page no.
 
           
 23 
  Consent of Independent Registered Public Accounting Firm     12  

11