CSB Bancorp, Inc. 11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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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) |
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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. |
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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
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Page |
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Number |
Report of Independent Registered Public Accounting Firm |
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1 |
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Statement of Net Assets Available for Benefits |
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2 |
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Statement of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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4-8 |
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Supplemental Information |
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9 |
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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 Plans 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
Plans 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.
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/s/
S. R. Snodgrass, A.C. |
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June 27, 2007 |
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1
THE COMMERCIAL & SAVINGS BANK
401(k) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2006 |
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2005 |
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ASSETS |
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Participant-directed investments |
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$ |
3,121,999 |
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$ |
3,198,860 |
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Receivables: |
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Employer profit sharing contributions |
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103,899 |
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83,854 |
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Employee contributions |
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9,325 |
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Employer match contribution |
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2,764 |
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Accrued investment income |
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5,612 |
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4,068 |
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Total receivables |
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121,600 |
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87,922 |
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Cash and cash equivalents |
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862,608 |
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747,718 |
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Total assets available for benefits |
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4,106,207 |
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4,034,500 |
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LIABILITIES |
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Benefits payable |
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5,404 |
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32,122 |
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Net assets available for benefits |
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$ |
4,100,803 |
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$ |
4,002,378 |
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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,
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2006 |
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2005 |
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ADDITIONS IN NET ASSETS ATTRIBUTED TO: |
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INVESTMENT INCOME: |
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Net (depreciation) appreciation in fair value of investments |
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$ |
(91,441 |
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$ |
145,316 |
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Interest and dividends, including $142,589 and
$34,943 of dividends from
CSB Bancorp, Inc., common stock |
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177,532 |
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76,931 |
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Total investment income |
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86,091 |
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222,247 |
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Employee deferral |
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284,225 |
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275,445 |
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Rollover contributions |
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17,203 |
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13,429 |
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Employer contributions |
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181,386 |
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150,758 |
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Total contributions |
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482,814 |
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439,632 |
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Total additions |
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568,905 |
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661,879 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid directly to participants |
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470,480 |
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748,161 |
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Net increase (decrease) |
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98,425 |
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(86,282 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of the year |
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4,002,378 |
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4,088,660 |
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End of the year |
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$ |
4,100,803 |
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$ |
4,002,378 |
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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 Plans 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 Plans 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 participants
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 Banks profit sharing contributions are
generally made in the first quarter subsequent to the Plans year end.
Participant Accounts
Each participants account is credited with the participants compensation deferral contribution,
an allocation of the Banks 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
participants vested account.
Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings thereon.
Vesting in the sponsors 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 participants account as, a lump sum or in installments. If the
participant is not married at the time of death, the participants 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 participants 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
participants matching and profit sharing contributions represent forfeitures. Matching
contribution forfeitures are available to reduce the Banks 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
Banks 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 Plans 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 Plans net
assets available for benefits as of December 31 are as follows:
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2006 |
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2005 |
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Fair |
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Fair |
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Cost |
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Value |
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Cost |
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Value |
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Investments at fair value as
determined by quoted market prices: |
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Common stock CSB Bancorp, Inc. |
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$ |
1,223,024 |
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$ |
983,420 |
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$ |
1,350,769 |
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$ |
1,245,741 |
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Federated Government Obligation Fund |
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863,874 |
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863,874 |
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31,339 |
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31,339 |
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Federated Income Trust |
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332,107 |
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337,809 |
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Fidelity Advisor Equity Growth Fund |
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568,809 |
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661,079 |
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616,587 |
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685,017 |
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Franklin Small-Mid Capital Growth Fund |
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308,514 |
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398,226 |
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255,852 |
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367,125 |
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T Rowe Price Capital Appreciation |
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276,668 |
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271,024 |
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Vanguard International Value |
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283,336 |
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279,529 |
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Federated Stock Trust |
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83,631 |
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234,272 |
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Fidelity Intermediate Bond Fund |
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349,617 |
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337,953 |
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$ |
3,856,332 |
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$ |
3,794,961 |
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$ |
2,687,795 |
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$ |
2,901,447 |
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The Plans investments appreciated (depreciated) in fair value for the years ended December 31
as follows:
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Net Appreciation (Depreciation) |
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in Fair Value During Year |
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2006 |
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2005 |
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Investments at fair value as determined by quoted market prices: |
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Mutual funds |
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$ |
60,267 |
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$ |
78,672 |
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Common stock |
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(151,708 |
) |
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66,644 |
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Net (depreciation) appreciation in fair value |
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$ |
(91,441 |
) |
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$ |
145,316 |
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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 Plans 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
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Par or |
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Fair |
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Shares |
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Cost |
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Value |
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Mutual Funds |
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Federated US Government Securities, 2-5 yr |
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10,169 |
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$ |
113,545 |
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$ |
110,438 |
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Fidelity Equity Growth Fund |
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|
12,217 |
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|
568,809 |
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|
661,079 |
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Franklin Small-Mid Capital Growth Fund |
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|
10,543 |
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|
308,514 |
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|
398,226 |
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Federated Income Trust |
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|
33,086 |
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|
332,107 |
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|
337,809 |
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T Rowe Price Capital Appreciation |
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13,144 |
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|
276,668 |
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|
271,024 |
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Vanguard Small Cap Growth |
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2,440 |
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|
42,048 |
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|
44,756 |
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Vanguard International Value |
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6,929 |
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|
283,336 |
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|
279,529 |
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Vanguard
S&P 500 |
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|
274 |
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33,809 |
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35,718 |
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2,138,579 |
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Common Stock CSB Bancorp, Inc. |
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|
53,886 |
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|
1,223,024 |
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|
983,420 |
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Cash and cash equivalents |
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Cash |
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(1,266 |
) |
Federated Government Obligation Fund |
|
|
863,874 |
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|
863,874 |
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|
|
|
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