Conversion and Reorganization

9 Months Ended

Sep. 30, 2016

Reorganizations [Abstract]

Conversion and Reorganization

Note 9:   Conversion and Reorganization

On July 13, 2016, the Company completed the conversion and reorganization pursuant to which FSB Community Bankshares, MHC (the “MHC”) converted to the stock holding company form of organization under a "second step" conversion (the "Conversion"), and the Bank reorganized from the two-tier mutual holding company structure to the stock holding company structure. Prior to the completion of the Conversion, the MHC owned approximately 53.0% of the common stock of the Company. FSB Bancorp, the new stock holding company for Fairport Savings Bank, sold 1,034,649 shares of common stock at $10.00 per share, for gross offering proceeds of $10.3 million in its stock offering.

Concurrent with the completion of the offering, shares of common stock of FSB Community owned by the public were exchanged for shares of FSB Bancorp's common stock so that the stockholders own approximately the same percentage of

FSB Bancorp's common stock as they owned of FSB Community's common stock immediately prior to the Conversion, subject to adjustment as disclosed in the prospectus. Stockholders of the Company received 1.0884 shares of FSB Bancorp's common stock for each share of FSB Community's common stock they owned immediately prior to completion of the transaction. Cash in lieu of fractional shares was paid based on the offering price of $10.00 per share. Common shares held by the Company's ESOP prior to the Conversion were also exchanged using the conversion ratio of 1.0884. As a result of the offering and the exchange of shares, FSB Bancorp has 1,941,688 shares outstanding.

The Conversion was accounted for as a change in corporate form with no resulting change in the historical basis of the Company's assets, liabilities, and equity. Costs related to the offering were primarily marketing fees paid to the Company's investment banking firm, legal and professional fees, registration fees, printing and mailing costs and totaled $1.4 million. Accordingly, net proceeds were $8.9 million. As a result of the Conversion and Offering, FSB Community Bankshares, Inc., a federal corporation, was succeeded by a new fully public Maryland corporation, FSB Bancorp, Inc., and the MHC ceased to exist.

The shares of common stock sold in the offering and issued began trading on the Nasdaq Capital Market on July 14, 2016 under the trading symbol "FSBC."