UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020March 31, 2021

 

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-39188

 

CINCINNATI BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Maryland84-2848636
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
6581 Harrison Avenue, Cincinnati, Ohio45247
(Address of principal executive offices)(Zip Code)

 

(513) 574-3025

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common stock, $0.01 par value per share CNNB The Nasdaq Stock Market, LLC
(Title of Each Class) (Trading Symbol(s)) (Name of Each Exchange on Which Registered)

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

 

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  x    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  x    No  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule #12b-2 of the Exchange Act.

 

Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller reporting companyx
  Emerging Growth Companyx

 

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 by Rule 12b-2 of the Act).    Yes  ¨    No  x

 

The number of outstanding shares of the registrant’s common stock as of NovemberMay 4, 20202021 was 2,975,625.2,966,790.

 

 

 

 

Cincinnati Bancorp, Inc.

Form 10-Q

 

Index

 

  Page
Part I. Financial Information
   
Item 1.Condensed Consolidated Financial Statements 
   
 Condensed Consolidated Balance Sheets as of September 30, 2020March 31, 2021 (Unaudited) and December 31, 201920201
   
 Condensed Consolidated Statements of IncomeOperations for the Three and Nine Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)2
   
 

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)

3

   
 Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)4
   
 Condensed Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)65
   
 Notes to Condensed Consolidated Financial Statements76
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

3531

   
Item 3.Quantitative and Qualitative Disclosures about Market Risk5244
   
Item 4.Controls and Procedures5244
   
Part II. Other Information
   
Item 1.Legal Proceedings5244
   
Item 1A.Risk Factors5244
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds5446
   
Item 3.Defaults upon Senior Securities5447
   
Item 4.Mine Safety Disclosures5447
   
Item 5.Other Information5447
   
Item 6.Exhibits5547
   
 Signature Page

5648

 

 

Part I. – Financial Information

 

Item 1.Financial Statements

 

Cincinnati Bancorp, Inc.

Condensed Consolidated Balance Sheets

September 30, 2020March 31, 2021 (Unaudited) and December 31, 20192020

 

  September 30,  December 31, 
  2020  2019 
  (Unaudited)    
Assets        
Cash and due from banks $2,126,888  $2,348,157 
Interest-bearing demand deposits in banks  14,660,115   31,622,109 
Federal funds sold  5,085,000   3,765,000 
Cash and cash equivalents  21,872,003   37,735,266 
         
Interest-bearing time deposits  1,000,000   - 
Available-for-sale debt securities  5,539,738   6,733,213 
Loans held for sale  18,119,870   3,114,081 
Loans, net of allowance for loan losses of  $1,472,545 and $1,407,545, respectively  169,844,971   179,332,026 
Premises and equipment, net  3,493,926   3,354,447 
Federal Home Loan Bank stock  2,801,800   2,657,400 
Interest receivable  552,531   624,333 
Mortgage servicing rights  1,615,973   1,213,815 
Federal Home Loan Bank lender risk account receivable  1,767,171   1,713,240 
Bank-owned life insurance  4,150,910   4,086,645 
Other assets  1,184,256   1,237,095 
Total assets $231,943,149  $241,801,561 
         
Liabilities and Stockholders' Equity        
         
Liabilities        
Deposits        
Demand $36,255,371  $28,658,432 
Savings  44,144,641   37,514,343 
Certificates of deposit  67,147,362   77,237,932 
Total deposits  147,547,374   143,410,707 
         
Federal Home Loan Bank advances  40,512,000   47,172,066 
Stock subscription proceeds in escrow  -   23,407,011 
Advances from borrowers for taxes and insurance  1,300,427   1,806,638 
Interest payable  75,531   91,636 
Directors deferred compensation  590,976   559,295 
Deferred tax liabilities  859,941   478,654 
Other liabilities  1,319,849   794,389 
Total liabilities  192,206,098   217,720,396 
         
Commitments and Contingent Liabilities        
         
Temporary Equity        
ESOP Shares subject to mandatory redemption  -   244,327 
         
Stockholders' Equity        
Preferred stock - authorized 1,000,000 shares, $0.01 par value, none issued  -   - 
Common stock - authorized 14,000,000 shares, $0.01 par value, 2,975,625 and 2,972,391 issued and outstanding at September 30, 2020 and December 31, 2019, respectively (1)  29,756   29,607 
Additional paid-in capital  23,237,090   7,529,850 
Unearned ESOP shares  (1,699,372)  (449,313)
Retained earnings - substantially restricted  18,454,160   17,017,683 
Accumulated other comprehensive loss  (284,583)  (290,989)
Total stockholders' equity  39,737,051   23,836,838 
Total liabilities, temporary equity, and stockholders' equity $231,943,149  $241,801,561 

(1)Share amounts related to the periods prior to the January 22, 2020 closing of the conversion offering have been restated to give retroactive recognition to the 1.6351 exchange ratio applied in the conversion offering. (see Note 1).
  March 31,
2021
  December 31,
2020
 
Assets        
Cash and due from banks $2,599,904  $2,951,787 
Interest-bearing demand deposits in banks  20,133,465   23,558,019 
Federal funds sold  4,300,000   5,838,000 
Cash and cash equivalents  27,033,369   32,347,806 
Interest-bearing time deposits  2,000,000   3,000,000 
Available-for-sale debt securities  9,743,249   5,213,830 
Loans held for sale  11,975,165   13,345,370 
Loans, net of allowance for loan losses of  $1,672,545 and $1,672,545, respectively  172,553,014   166,667,918 
Premises and equipment, net  3,468,615   3,487,826 
Federal Home Loan Bank stock  3,022,500   2,801,800 
Interest receivable  528,597   520,775 
Mortgage servicing rights  2,333,873   2,025,323 
Federal Home Loan Bank lender risk account receivable  1,909,681   1,947,271 
Bank-owned life insurance  4,193,023   4,172,486 
Other assets  1,946,809   1,603,150 
         
Total assets $240,707,895  $237,133,555 
         
Liabilities and Stockholders' Equity        
         
Liabilities        
Deposits        
Demand $44,646,113  $41,945,628 
Savings  53,107,626   48,056,629 
Certificates of deposit  57,649,438   62,204,786 
Total deposits  155,403,177   152,207,043 
         
Federal Home Loan Bank advances  38,412,000   38,412,000 
Advances from borrowers for taxes and insurance  1,403,031   1,946,340 
Interest payable  72,952   73,585 
Directors deferred compensation  685,138   601,536 
Deferred tax liabilities  783,707   905,975 
Other liabilities  1,146,210   1,483,105 
         
Total liabilities  197,906,215   195,629,584 
         
Commitments and Contingent Liabilities        
         
Stockholders' Equity        
Preferred stock - authorized 1,000,000 shares, $0.01 par value, none issued  -   - 
Common stock - authorized 14,000,000 shares, $0.01 par value; issued 2,975,625 at March 31, 2021 and December 31, 2020; outstanding 2,972,822 at March 31, 2021 and 2,975,625 at December 31, 2020  29,756   29,756 
Additional paid-in capital  23,265,450   23,266,485 
Unearned ESOP shares  (1,647,947)  (1,673,660)
Retained earnings - substantially restricted  21,495,916   20,173,404 
Accumulated other comprehensive loss  (341,495)  (292,014)
         
Total stockholders' equity  42,801,680   41,503,971 
         
Total liabilities and stockholders' equity $240,707,895  $237,133,555 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of IncomeOperations

Three and Nine Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2020  2019  2020  2019 
  (Unaudited)     (Unaudited)    
Interest and Dividend Income                
Loans, including fees $1,917,455  $2,090,641  $5,943,370  $6,113,727 
Securities  8,140   5,812   55,354   12,227 
Dividends on Federal Home Loan Bank stock and other  22,796   73,123   133,968   236,381 
Total interest and dividend income  1,948,391   2,169,576   6,132,692   6,362,335 
                 
Interest Expense                
Deposits  385,543   488,044   1,317,389   1,420,147 
Federal Home Loan Bank advances  228,812   274,770   716,956   673,009 
Total interest expense  614,355   762,814   2,034,345   2,093,156 
                 
Net Interest Income  1,334,036   1,406,762   4,098,347   4,269,179 
                 
Provision for Loan Losses  -   25,000   65,000   25,000 
                 
Net Interest Income After Provision for Loan Losses  1,334,036   1,381,762   4,033,347   4,244,179 
                 
Noninterest Income                
Gain on sales of loans  3,202,816   544,208   5,917,147   1,260,415 
Mortgage servicing fees (costs)  (144,748)  (88,342)  (364,031)  79,583 
Other  209,215   225,185   650,464   638,582 
Total noninterest income  3,267,283   681,051   6,203,580   1,978,580 
                 
Noninterest Expense                
Salaries and employee benefits  2,271,612   1,079,464   5,510,319   3,136,506 
Occupancy and equipment  184,583   146,143   513,196   435,840 
Directors compensation  42,251   43,773   132,583   148,333 
Data processing  182,821   136,330   433,203   518,469 
Professional fees  100,444   86,104   246,505   231,101 
Franchise tax  55,202   54,081   166,062   154,379 
Deposit insurance premiums  14,875   8,985   17,894   37,391 
Advertising  79,575   14,936   190,809   75,759 
Software licenses  38,483   31,885   108,023   88,842 
Loan costs  194,191   117,376   412,896   277,237 
Net gains on sales of foreclosed assets  -   (35,944)  -   (90,418)
Merger-related expenses  -   -   -   18,000 
Other  244,360   216,321   707,391   673,026 
Total noninterest expense  3,408,397   1,899,454   8,438,881   5,704,465 
                 
Income Before Income Taxes  1,192,922   163,359   1,798,046   518,294 
                 
Provision for Income Taxes  254,389   17,217   361,568   60,097 
                 
Net Income $938,533  $146,142  $1,436,478  $458,197 
                 
      Earnings per common share - basic $0.32  $0.05  $0.50  $0.16 
      Earnings per common share - diluted $0.32  $0.05  $0.49  $0.16 
      Weighted-average shares outstanding - basic (1)  2,891,567   2,859,981   2,882,861   2,858,016 
      Weighted-average shares outstanding - diluted (1)  2,921,391   2,907,087   2,914,519   2,897,342 

 

  Three Months Ended March 31, 
  2021  2020 
Interest and Dividend Income        
Loans, including fees $1,880,907  $2,011,365 
Securities  21,385   26,718 
Dividends on Federal Home Loan Bank stock and other  14,086   85,359 
Total interest and dividend income  1,916,378   2,123,442 
         
Interest Expense        
Deposits  292,277   503,104 
Federal Home Loan Bank advances  207,660   248,382 
Total interest expense  499,937   751,486 
         
Net Interest Income  1,416,441   1,371,956 
         
Provision for Loan Losses  -   65,000 
         
Net Interest Income After Provision for Loan Losses  1,416,441   1,306,956 
         
Noninterest Income        
Gain on sales of loans  2,857,267   438,354 
Mortgage servicing fees (costs)  86,143   (103,514)
Mortgage derivative income  304,695   - 
Other  297,003   192,743 
Total noninterest income  3,545,108   527,583 
         
Noninterest Expense        
Salaries and employee benefits  2,195,061   1,300,774 
Occupancy and equipment  196,364   151,066 
Directors compensation  42,250   45,750 
Data processing  214,908   121,258 
Professional fees  91,802   71,729 
Franchise tax  69,802   55,658 
Deposit insurance premiums  14,839   - 
Advertising  37,114   67,639 
Software licenses  26,763   32,971 
Loan costs  213,423   68,153 
Other  186,391   219,005 
Total noninterest expense  3,288,717   2,134,003 
         
Income (Loss) Before Income Taxes  1,672,832   (299,464)
         
Provision for Income Taxes (Benefits)  350,320   (73,415)
         
Net Income (Loss) $1,322,512  $(226,049)
         
Earnings (loss) per common share - basic $0.48  $(0.08)
Earnings (loss) per common share - diluted $0.47  $(0.08)
Weighted-average shares outstanding - basic  2,752,815   2,761,212 
Weighted-average shares outstanding - diluted  2,815,192   2,761,212 

(1)Share amounts related to the periods prior to the January 22, 2020 closing of the conversion offering have been restated to give retroactive recognition to the 1.6351 exchange ratio applied in the conversion offering. (see Note 1).

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)

 

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2020  2019  2020  2019 
  (Unaudited)  (Unaudited) 
Net Income $938,533  $146,142  $1,436,478  $458,197 
                 
Other Comprehensive Income:                
Net unrealized gains (loss) on available-for-sale securities  13,411   (6,688)  46,993   (4,654)
Tax expense (benefit)  (2,816)  1,404   (9,869)  977 
Changes in directors' retirement plan prior service costs  (12,962)  (10,161)  (38,885)  (30,481)
Tax benefit  2,722   2,134   8,166   6,401 
Other comprehensive income (loss)  355   (13,311)  6,405   (27,757)
                 
Comprehensive Income $938,888  $132,831  $1,442,883  $430,440 

  Three Months Ended March 31, 
  2021  2020 
Net Income (loss) $1,322,512  $(226,049)
         
Other Comprehensive Income (loss):        
Net unrealized gains (losses) on available-for-sale securities  27,522   (58,952)
Tax (expense) benefit  (5,780)  12,380 
Changes in directors' retirement plan prior service costs  (52,197)  (12,355)
Tax (expense) benefit  (19,078)  2,594 
Other comprehensive loss  (49,533)  (56,333)
         
Comprehensive Income (loss) $1,272,979  $(282,382)

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

 

Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Three Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)

 

              Accumulated    
     Additional  Unearned     Other  Total 
  Common  Paid-in  ESOP  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Shares  Earnings  Loss  Equity 
For the Three Months Ended September 30, 2020:                        
                         
Balance, July 1, 2020 $29,756  $23,209,347  $(1,725,085) $17,515,627  $(284,938) $38,744,707 
                         
                         
ESOP shares earned  -   (2,649)  25,713   -   -   23,064 
                         
Stock based compensation expense  -   30,392   -   -   -   30,392 
                         
Net income  -   -   -   938,533   -   938,533 
                         
Other comprehensive income  -   -   -   -   355   355 
                         
Balance, September 30, 2020 $29,756  $23,237,090  $(1,699,372) $18,454,160  $(284,583) $39,737,051 

              Accumulated    
     Additional  Unearned     Other  Total 
  Common  Paid-in  ESOP  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Shares  Earnings  Loss  Equity 
For the Three Months Ended September 30, 2019:                        
                         
Balance, July 1, 2019 $29,593  $7,488,899  $(471,779) $16,531,264  $(266,888) $23,311,089 
                         
Issuance of common stock  14   12,860   -   -   -   12,874 
                         
ESOP shares subject to mandatory redemption  -   (17,209)  -   -   -   (17,209)
                         
ESOP shares earned  -   4,951   11,233   -   -   16,184 
                         
Stock based compensation expense  -   25,790   -   -   -   25,790 
                         
Net income  -   -   -   146,142   -   146,142 
                         
Other comprehensive loss  -   -   -   -   (13,311)  (13,311)
                         
Balance, September 30, 2019 $29,607 $7,515,291  $(460,546) $16,677,406 $(280,199) $23,481,559 
  Common
Stock
  Additional
Paid-in
Capital
  Unearned
Shares
  Retained
Earnings
  Accumulated
Other
Comprehensive
Loss
  Total
Stockholders'
Equity
 
For the Three Months ended March 31, 2021 (unaudited)                        
                         
Balance, January 1, 2021 $29,756  $23,266,485  $(1,673,660) $20,173,404  $(292,014) $41,503,971 
                         
ESOP shares earned  -   5,991   25,713   -   -   31,704 
                         
Stock-based compensation expense  -   28,535   -   -   -   28,535 
                         
Net income  -   -   -   1,322,512   -   1,322,512 
                         
Repurchase of common stock  -   (35,561)  -   -   -   (35,561)
                         
Other comprehensive loss  -   -   -   -   (49,481)  (49,481)
                         
Balance, March 31, 2021 $29,756  $23,265,450  $(1,647,947) $21,495,916  $(341,495) $42,801,680 
                         
For the Three Months ended March 31, 2020 (unaudited)                        
                         
Balance, January 1, 2020 $29,607  $7,529,850  $(449,313) $17,017,683  $(290,989) $23,836,838 
                         
Proceeds from issuance of 1,652,960 shares of common stock (which included 132,237 shares to the ESOP), net of the offering costs of $1.2 million  29,756   15,577,194   (1,322,370)  -   -   14,284,580 
                         
Contribution by CF Mutual Holding Company      50,000   -   -   -   50,000 
                         
Exchange of common stock  (29,607)  -   -   -   -   (29,607)
                         
ESOP shares earned  -   4,467   20,886   -   -   25,353 
                         
Stock-based compensation expense  -   25,791   -   -   -   25,791 
                         
Net loss  -   -   -   (226,049)  -   (226,049)
                         
Other comprehensive loss  -   -   -   -   (56,333)  (56,333)
                         
Balance, March 31, 2020 $29,756  $23,187,302  $(1,750,797) $16,791,634  $(347,322) $37,910,573 

  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Stockholders’ EquityCash Flows

NineThree Months Ended September 30,March 31, 2021 and 2020 and 2019 (Unaudited)

 

              Accumulated    
     Additional  Unearned     Other  Total 
  Common  Paid-in  ESOP  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Shares  Earnings  Loss  Equity 
For the Nine Months Ended September 30, 2020:                        
                         
Balance, January 1, 2020 $29,607  $7,529,850  $(449,313) $17,017,682  $(290,988) $23,836,838 
                         
Proceeds from issuance of 1,652,960 shares of common stock (which included 132,237 shares to the ESOP), net of the offering costs of $1.2 million  29,756   15,577,194   (1,322,370)  -   -   14,284,580 
                         
Contribution by CF Mutual Holding Company      50,000   -   -   -   50,000 
                         
Exchange of common stock  (29,607)  -   -   -   -   (29,607)
                         
ESOP shares earned  -   (1,927)  72,311   -   -   70,384 
                         
Stock-based compensation expense  -   81,973   -   -   -   81,973 
                         
Net income  -   -   -   1,436,478   -   1,436,478 
                         
Other comprehensive income  -   -   -   -   6,405   6,405 
                         
Balance, September 30, 2020 $29,756  $23,237,090  $(1,699,372) $18,454,160  $(284,583) $39,737,051 

              Accumulated    
     Additional  Unearned     Other  Total 
  Common  Paid-in  ESOP  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Shares  Earnings  Loss  Equity 
For the Nine Months Ended September 30, 2019:                        
                         
Balance, January 1, 2019 $29,593  $7,458,745  $(494,245) $16,219,209  $(252,442) $22,960,860 
                         
Issuance of common stock  14   12,860   -   -   -   12,874 
                         
ESOP shares subject to mandatory redemption  -   (45,848)  -   -   -   (45,848)
                         
ESOP shares earned  -   12,162   33,699   -   -   45,861 
                         
Stock-based compensation expense  -   77,372   -   -   -   77,372 
                         
Net income  -   -   -   458,197   -   458,197 
                         
Other comprehensive income  -   -   -   -   (27,757)  (27,757)
                         
Balance, September 30, 2019 $29,607  $7,515,291  $(460,546) $16,677,406  $(280,199) $23,481,559 
  2021  2020 
Operating Activities        
Net income $1,322,512  $(226,049)
Items not requiring (providing) cash:        
Depreciation and amortization  56,341   52,371 
Provision for loan losses  -   65,000 
Amortization of premiums and discounts on securities, net  2,994   7,454 
Amortization of deferred prepayment penalty on Federal    Home Loan Bank advances  -   1,158 
Change in deferred income taxes  122,268   19,586 
Gain on sale of loans  (2,857,267)  (438,354)
Proceeds from the sale of loans held for sale  93,566,611   23,373,661 
Origination of loans held for sale  (89,339,139)  (29,344,422)
Earnings on cash surrender value of bank-owned life insurance  (20,537)  (22,201)
Stock-based compensation expense  28,535   25,791 
ESOP shares earned  31,704   25,353 
Changes in:        
Interest receivable  (7,822)  28,529 
Mortgage servicing rights  (308,550)  128,322 
Federal Home Loan Bank lender risk account receivable  37,590   83,118 
Other assets  (343,659)  426,736 
Interest payable  (633)  (6,229)
Other liabilities  (574,831)  (68,879)
Net cash provided by (used in) operating activities  1,716,117   (5,869,055)
         
Investing Activities        
Net change in interest-bearing deposits  1,000,000   (1,750,000)
Proceeds from maturities of available-for-sale securities  529,483   423,471 
Purchase of available for sale securities  (5,034,375)  - 
Purchase of Federal Home Loan Bank stock  (220,700)  (74,100)
Net change in loans  (5,885,096)  (684,271)
Purchase of premises and equipment  (37,130)  (207,290)
Net cash used in investing activities  (9,647,818)  (2,292,190)
         
Financing Activities        
Net increase (decrease) in deposits  3,196,134   (23,970,325)
Repurchase of common stock  (35,561)  - 
Proceeds from issuance of common stock  -   14,060,646 
Repayment of Federal Home Loan Bank advances  -   (3,500,000)
Net decrease in advances from borrowers for  taxes and insurance  (543,309)  (503,824)
Net cash provided by (used in) financing activities  2,617,264   (13,913,503)
         
Decrease in Cash and Cash Equivalents  (5,314,437)  (22,074,748)
Cash and Cash Equivalents, Beginning of Period  32,347,806   37,735,266 
Cash and Cash Equivalents, End of Period $27,033,369  $15,660,518 
         
Supplemental Cash Flows Information        
Interest paid $500,570  $757,715 
Income taxes paid  441,193   - 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

 

Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2020 and 2019 (Unaudited)

  Nine Months Ended September 30, 
  2020  2019 
Operating Activities        
Net income $1,436,478  $458,197 
Items not requiring (providing) cash:        
Depreciation and amortization  166,090   144,132 
Provision for loan losses  65,000   25,000 
Amortization of premiums and discounts on securities, net  18,138   9,445 
Amortization of deferred prepayment penalty on Federal        
Home Loan Bank advances  3,086   3,471 
Change in deferred income taxes  155,766   44,791 
Gain on sale of loans  (5,917,147)  (1,260,415)
Proceeds from the sale of loans held for sale  251,935,816   58,545,090 
Origination of loans held for sale  (261,024,458)  (61,998,294)
Earnings on cash surrender value of bank-owned life insurance  (64,265)  (67,375)
Stock-based compensation expense  81,973   77,372 
ESOP shares earned  70,384   45,861 
Gain on sale of foreclosed assets  -   (90,418)
Changes in:        
Interest receivable  71,802   (75,040)
Mortgage servicing rights  (402,158)  (53,318)
Federal Home Loan Bank lender risk account receivable  (53,931)  132,471 
Other assets  52,839   (220,551)
Interest payable  (16,105)  42,267 
Other liabilities  742,074   270,962 
Net cash used in operating activities  (12,678,618)  (3,966,352)
         
Investing Activities        
Net change in interest-bearing deposits  (1,000,000)  - 
Proceeds from maturities of available-for-sale securities  1,222,330   251,504 
Purchase of available for sale securities  -   (1,965,811)
Purchase of Federal Home Loan Bank stock  (144,400)  (74,300)
Net change in loans  9,422,055   (13,497,348)
Proceeds from the maturities of interest-bearing time deposits  -   200,000 
Purchase of premises and equipment  (305,569)  (113,521)
Proceeds from sale of foreclosed assets  -   240,643 
Net cash provided by (used in) investing activities  9,194,416   (14,958,833)
         
Financing Activities        
Net decrease in deposits  (19,270,344)  (4,117,362)
Proceeds from stock issuance  14,060,646   14 
Proceeds from Federal Home Loan Bank advances  14,000,000   106,486,000 
Repayment of Federal Home Loan Bank advances  (20,663,152)  (79,324,000)
Proceeds from stock options exercised  -   12,860 
Net decrease in advances from borrowers for        
  taxes and insurance  (506,211)  (215,575)
Net cash provided by (used in) financing activities  (12,379,061)  22,841,937 
         
(Decrease) Increase in Cash and Cash Equivalents  (15,863,263)  3,916,752 
Cash and Cash Equivalents, Beginning of Period  37,735,266   11,089,189 
Cash and Cash Equivalents, End of Period $21,872,003  $15,005,941 
         
Supplemental Cash Flows Information        
Interest paid $2,050,450  $2,050,889 
Income taxes paid  231,193   - 
Real estate acquired in settlement of loans  -   48,127 

The accompanying notes are an integral part of these condensed consolidated financial statements.


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 1:Nature of Operations and Summary of Significant Account Policies

 

Nature of Operations

Cincinnati Bancorp (“Bancorp”), the predecessor to Cincinnati Bancorp, Inc. (“Company”), was the mid-tier holding company for Cincinnati Federal (the “Bank”), a federally chartered stock savings and loan association that is primarily engaged in providing a full range of banking and financial services to individual and corporate customers. Our business operations are conducted in the larger Greater Cincinnati/Northern Kentucky metropolitan area which includes Hamilton, Warren, Butler and Clermont Counties in Ohio, Boone, Kenton and Campbell Counties in Kentucky, and Dearborn County, Indiana.

 

On October 14, 2015, the Bank had reorganized into the mutual holding company structure. As part of the reorganization, the Bancorp sold 773,663 shares of common stock at a price of $10.00 per share in a public offering and issued 945,587 shares of common stock to CF Mutual Holding Company, the Bancorp’s parent mutual holding company.

 

On December 20, 2019, the Bancorp’s shareholders approved a plan of conversion and reorganization, whereby CF Mutual Holding Company and Cincinnati Bancorp would convert and reorganize from the mutual holding company structure to the stock holding company structure. The conversion and reorganization were completed effective January 22, 2020, whereby the Company, a Maryland corporation and successor to the Bancorp, sold a total of 1,652,960 shares of common stock at a price of $10.00 per share in the subscription offering, which included 132,237 shares sold to Cincinnati Federal’s Employee Stock Ownership Plan, and issued 1,322,665 shares of common stock in exchange for the outstanding shares of common stock of the Bancorp owned by stockholders other than CF Mutual Holding Company. The exchange ratio for previously held shares of Cincinnati Bancorp was 1.6351 as applied in the conversion offering. References herein to the “Company” include Cincinnati Bancorp, Inc. and Cincinnati Bancorp before completion of the conversion.

 

The Company is subject to competition from other financial institutions. The Company is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

 

Revenue Recognition

 

On January 1, 2019, theThe Company adopted Accounting Standards Update (ASU) 2014-09 "Revenue from Contractsaccounts for revenues in accordance with Customers" (Accounting Standards Codification (ASC) 606) and all subsequent ASUsaccounting guidance that modified ASC 606. ASC 606 provides that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Interest income, net securities gains (losses), gains from the sale of mortgage loans and earnings on bank-owned life insurance are not included within the scope ofcovered under ASC 606 and are recognized as contractually earned606.. For theother revenue streams in the scope of ASC 606,including service charges on deposits and electronic banking fees, there are no significant judgments related to the amount and timing of revenue recognition. All of the Company’s in-scope revenue from contracts with customers is recognized within other noninterest income.

Service charges on deposit accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as stop payment charges, statement rendering and other fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Service charges on deposits are withdrawn from the customer's account balance. Service charges are recorded in other noninterest income.

 

Interchange income: The Company earns interchange income from cardholder transactions conducted through the various payment networks. Interchange income from cardholder transactions

represent a percentage of the underlying transaction value and is recognized daily, concurrently with the transaction processing services provided to the cardholder. The gross amount of these fees is processed through noninterest income. Interchange fees are recorded in other noninterest income.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements as of September 30, 2020March 31, 2021 and December 31, 20192020 and for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019, include the accounts of the Company and the Bank. All significant intercompany items have been eliminated.eliminated in consolidation.

 

Interim Financial Statements

The interim condensed consolidated financial statements as of September 30, 2020,March 31, 2021, and for the three and nine months ended September 30,March 31, 2021 and 2020, and 2019, are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments contained in these unaudited consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been omitted. The results of operations for the three and nine months ended September 30, 2020,March 31, 2021, are not necessarily indicative of the results to be achieved for the remainder of the year ending December 31, 2020,2021, or any other period.

 

The accompanying condensed consolidated financial statements as of September 30, 2020March 31, 2021 and December 31, 20192020 and for the three and nine months ended September 30,March 31, 2021 and 2020, and 2019, should be read in conjunction with the audited consolidated financial statements as of December 31, 20192020 and 20182019 and for the years ended December 31, 20192020 and 20182019 contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, loan servicing rights, lender reserve account and fair values of financial instruments.

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 2:Securities

 

Available-for-sale debt securities are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

 

For debt securities with fair value below amortized cost, when the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, the Company recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income.

 

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:

 

 Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair Value  Amortized
Cost
  Gross Unrealized Gains  Gross Unrealized Losses  Fair Value 
Available-for-Sale Debt Securities:                                
                                
September 30, 2020 (unaudited):                
March 31, 2021 (unaudited):                
Mortgage-backed securities of government sponsored entities $5,499,982  $42,684  $(2,928) $5,539,738  $9,672,416  $73,605  $(2,772) $9,743,249 
                                
December 31, 2019:                
December 31, 2020:                
Mortgage-backed securities of government sponsored entities $6,740,450  $7,335  $(14,572) $6,733,213  $5,170,519  $46,278  $(2,967) $5,213,830 

 

The Company had no sales of investment securities during the three month and nine month periods ended September 30, 2020 and 2019.March 31, 2021 or 2020. The Company had not pledged any of its investment securities as of September 30, 2020March 31, 2021 or December 31, 2019.2020.

 

The amortized cost and fair value of available-for-sale securities at September 30, 2020March 31, 2021 and December 31, 2019,2020, by contractual maturity is not disclosed for mortgage-backed securities, as expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

  

Certain investments in debt securities have fair values at an amount less than their historical cost. The total fair value of these investments at September 30, 2020March 31, 2021 and December 31, 20192020 was $197,178$144,816 and $5,814,388,$192,587, respectively, which was approximately 3.6%1.5% and 86.4%3.7%, respectively, of the Company’s investment portfolio at those respective dates.

9

 

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment class and length of time that the individual securities have been in continuous unrealized loss position at September 30, 2020March 31, 2021 and December 31, 2019:2020:

 

  Less than 12 Months  12 Months or More  Total 
  Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
 
September 30, 2020:                        
Mortgage-backed securities of government sponsored entities $51,529  $(518) $145,649  $(2,410) $197,178  $(2,928)
                         
December 31, 2019:                        
Mortgage-backed securities of government sponsored entities $5,582,540  $(14,154) $231,848  $(418) $5,814,388  $(14,572)

  Less than 12 Months  12 Months or More  Total 
  Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
 
March 31, 2021 (unaudited):                        
Mortgage-backed securities of government sponsored entities $77,772  $(2,197) $67,044  $(575) $144,816  $(2,772)
                         
December 31, 2020:                        
Mortgage-backed securities of government sponsored entities $51,122  $(617) $141,465  $(2,350) $192,587  $(2,967)

  

NOTE 3:Loans and Allowance for Loan Losses

 

Categories of loans at September 30, 2020March 31, 2021 and December 31, 20192020 include:

 

  September 30,  December 31, 
  2020  2019 
  (Unaudited)    
One to four family mortgage loans - owner occupied $79,018,999  $91,919,064 
One to four family - investment  12,570,884   12,846,342 
Multi-family mortgage loans  38,680,588   36,628,238 
Nonresidential mortgage loans  26,728,087   23,377,598 
Construction and land loans  5,611,889   5,329,188 
Real estate secured lines of credit  10,560,399   10,029,917 
Commercial loans  1,396,309   557,268 
Other consumer loans  333,617   863,546 
Total loans  174,900,772   181,551,161 
         
Less:        
Net deferred loan costs  (342,969)  (482,681)
Undisbursed portion of loans  3,926,225   1,294,271 
Allowance for loan losses  1,472,545   1,407,545 
         
Net loans $169,844,971  $179,332,026 

  March 31,  December 31, 
  2021  2020 
   (unaudited)     
One to four family mortgage loans - owner occupied $71,019,175  $72,697,588 
One to four family - investment  12,012,546   12,058,824 
Multi-family mortgage loans  48,440,576   41,749,223 
Nonresidential mortgage loans  30,514,717   29,531,917 
Construction and land loans  9,898,208   5,841,415 
Real estate secured lines of credit  9,531,404   9,934,387 
Commercial loans  527,645   736,979 
Other consumer loans  334,879   338,709 
Total loans  182,279,150   172,889,042 
         
Less:        
Net deferred loan costs  (321,328)  (332,908)
Undisbursed portion of loans  8,374,919   4,881,487 
Allowance for loan losses  1,672,545   1,672,545 
         
Net loans $172,553,014  $166,667,918 

10

 

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The following tables present the activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method for the three months ended March 31, 2021 and nine months ended September 30, 2020 and 2019 and the year ended December 31, 2019:2020:

 

  At or for the Nine Months Ended September 30, 2020 (Unaudited) 
  One- to Four-
Family
Mortgage
Loans Owner
Occupied
  One- to Four-
Family
Mortgage
Loans
Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan losses:                                    
Balance, beginning of period $324,647  $82,219  $524,183  $277,026  $69,457  $105,187  $11,408  $13,418  $1,407,545 
Provision (credit) charged to expense  53,694   1,349   (155,411)  157,250   15,485   (18,670)  19,080   (7,777)  65,000 
Losses charged off  -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   - 
Balance, end of period $378,341  $83,568  $368,772  $434,276  $84,942  $86,517  $30,488  $5,641  $1,472,545 
                                     
Ending balance:  Individually evaluated for impairment $20,722  $8,013  $-  $-  $-  $-  $-  $-  $28,735 
                                     
Ending balance:  Collectively evaluated for impairment $357,619  $75,555  $368,772  $434,276  $84,942  $86,517  $30,488  $5,641  $1,443,810 
Loans:                                    
Ending balance $79,018,999  $12,570,884  $38,680,588  $26,728,087  $5,611,889  $10,560,399  $1,396,309  $333,617  $174,900,772 
                                     
Ending balance:  Individually evaluated for impairment $1,160,983  $569,212  $213,116  $43,562  $-  $59,268  $-  $-  $2,046,141 
                                     
Ending balance:  Collectively evaluated for impairment $77,858,016  $12,001,672  $38,467,472  $26,684,525  $5,611,889  $10,501,131  $1,396,309  $333,617  $172,854,631 

  At or For the Three Months Ended March 31, 2021 (Unaudited) 
  One- to Four-
Family
Mortgage
Loans Owner Occupied
  One- to Four-
Family
Mortgage
Loans
Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan losses:                                    
Balance, beginning of period $416,404  $99,978  $670,822  $316,332  $96,435  $49,336  $17,111  $6,127  $1,672,545 
Provision (credit) charged to expense  (53,836)  21,542   9,310   (22,520)  63,768   (12,400)  (5,434)  (430)  - 
Losses charged off  -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   - 
Balance, end of period $362,568  $121,520  $680,132  $293,812  $160,203  $36,936  $11,677  $5,697  $1,672,545 
                                     
Ending balance:                                    
Individually evaluated for impairment $61,431  $54,071  $-  $-  $-  $-  $-  $-  $115,502 
                                     
Ending balance:                                      
Collectively evaluated for impairment $301,137  $67,449  $680,132  $293,812  $160,203  $36,936  $11,677  $5,697  $1,557,043 
Loans:                                    
Ending balance $71,019,175  $12,012,546  $48,440,576  $30,514,717  $9,898,208  $9,531,404  $527,645  $334,879  $182,279,150 
                                     
Ending balance:                                      
Individually evaluated for impairment $1,316,030  $528,121  $129,999  $-  $-  $57,547  $-  $-  $2,031,697 
                                     
Ending balance:                                      
Collectively evaluated for impairment $69,703,145  $11,484,425  $48,310,577  $30,514,717  $9,898,208  $9,473,857  $527,645  $334,879  $180,247,453 

 

  At or for the Three Months Ended September 30, 2020 (Unaudited) 
  One- to Four-
Family
Mortgage
Loans Owner
Occupied
  One- to Four-
Family
Mortgage
Loans
Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan losses:                                    
Balance, beginning of period $449,513  $97,741  $348,117  $397,222  $75,594  $65,722  $32,220  $6,416  $1,472,545 
Provision (credit) charged to expense  (71,172)  (14,173)  20,655   37,054   9,348   20,795   (1,732)  (775)  - 
Losses charged off  -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   - 
Balance, end of period $378,341  $83,568  $368,772  $434,276  $84,942  $86,517  $30,488  $5,641  $1,472,545 

  For the Three Months Ended March 31, 2020 (Unaudited) 
  One- to Four-
Family
Mortgage
Loans Owner Occupied
  One- to Four-
Family
Mortgage
Loans Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan losses:                                    
Balance, beginning of period $324,647  $82,219  $524,183  $277,026  $69,457  $105,187  $11,408  $13,418  $1,407,545 
Provision (credit) charged to expense  (105,971)  72,679   (43,642)  139,167   11,994   (6,125)  4,993   (8,095)  65,000 
Losses charged off  -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   - 
Balance, end of period $218,676  $154,898  $480,541  $416,193  $81,451  $99,062  $16,401  $5,323  $1,472,545 

10 

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

  At or for Nine Months Ended September 30, 2019 (Unaudited) 
  One- to Four-
Family
Mortgage
Loans Owner
Occupied
  One- to Four-
Family
Mortgage
Loans
Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan losses:                                    
Balance, beginning of period $456,630  $123,017  $224,384  $182,338  $100,187  $296,873  $9,001  $12,642  $1,405,072 
Provision (credit) charged to expense  (81,169)  (27,962)  138,667   6,201   (10,142)  (1,320)  (1,443)  2,168   25,000 
Losses charged off  (14,431)  (8,012)  -   -   -   -   -   (84)  (22,527)
Recoveries  -   -   -   -   -   -   -   -   - 
Balance, end of period $361,030  $87,043  $363,051  $188,539  $90,045  $295,553  $7,558  $14,726  $1,407,545 

  At or For the Year Ended December 31, 2020 
  One- to Four-
Family
Mortgage
Loans Owner Occupied
  One- to Four-
Family
Mortgage
Loans Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan loans:                                    
Balance, beginning of year $324,647  $82,219  $524,183  $277,026  $69,457  $105,187  $11,408  $13,418  $1,407,545 
Provision (credit) charged to expense  91,757   17,759   146,639   39,306   26,978   (55,851)  5,703   (7,291)  265,000 
(Charge-offs) recoveries  -   -   -   -   -   -   -   -   - 
Balance, end of year $416,404  $99,978  $670,822  $316,332  $96,435  $49,336  $17,111  $6,127  $1,672,545 
                                     
Ending balance:                                      
Individually evaluated for impairment $20,722  $40,075  $-  $-  $-  $-  $-  $-  $60,797 
                                     
Ending balance:                                      
Collectively evaluated for impairment $395,682  $59,903  $670,822  $316,332  $96,435  $49,336  $17,111  $6,127  $1,611,748 
Loans:                                    
Ending balance $72,697,588  $12,058,824  $41,749,223  $29,531,917  $5,841,415  $9,934,387  $736,979  $338,709  $172,889,042 
                                     
Ending balance:                                      
Individually evaluated for impairment $1,236,597  $561,660  $210,524  $-  $-  $58,557  $-  $-  $2,067,338 
                                     
Ending balance:                                      
Collectively evaluated for impairment $71,460,991  $11,497,164  $41,538,699  $29,531,917  $5,841,415  $9,875,830  $736,979  $338,709  $170,821,704 

11 

 

  At or for the Three Months Ended September 30, 2019 (Unaudited) 
  One- to Four-
Family
Mortgage
Loans Owner
Occupied
  One- to Four-
Family Mortgage
Loans
Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan losses:                                    
Balance, beginning of period $456,630  $123,017  $224,384  $182,338  $100,187  $296,873  $9,001  $12,558  $1,404,988 
Provision (credit) charged to expense  (81,169)  (27,962)  138,667   6,201   (10,142)  (1,320)  (1,443)  2,168   25,000 
Losses charged off  (14,431)  (8,012)  -   -   -   -   -   -   (22,443)
Recoveries  -   -   -   -   -   -   -   -   - 
Balance, end of period $361,030  $87,043  $363,051  $188,539  $90,045  $295,553  $7,558  $14,726  $1,407,545 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

  At or For the Year Ended December 31, 2019 
  One- to Four-
Family
Mortgage
Loans Owner
Occupied
  One- to Four-
Family
Mortgage
Loans
Investment
  Multi-Family
Mortgage
Loans
  Nonresidential
Mortgage
Loans
  Construction
& Land
Loans
  Real Estate
Secured
Lines of
Credit
  Commercial
Loans
  Other
Consumer
Loans
  Total 
Allowance for loan losses:                                    
Balance, beginning of year $456,630  $123,017  $224,384  $182,338  $100,187  $296,873  $9,001  $12,642  $1,405,072 
Provision (credit) charged to expense  (117,552)  (32,786)  299,799   94,688   (30,730)  (191,686)  2,407   860   25,000 
Losses charged offRecoveries  (14,431)  (8,012)  -   -   -   -   -   (84)  (22,527)
Balance, end of year $324,647  $82,219  $524,183  $277,026  $69,457  $105,187  $11,408  $13,418  $1,407,545 
                                     
Ending balance:  Individually evaluated for impairment $20,722  $8,013  $-  $-  $-  $-  $-  $-  $28,735 
                                     
Ending balance:  Collectively evaluated for impairment $303,925  $74,206  $524,183  $277,026  $69,457  $105,187  $11,408  $13,418  $1,378,810 
Loans:                                    
Ending balance $91,919,064  $12,846,342  $36,628,238  $23,377,598  $5,329,188  $10,029,917  $557,268  $863,546  $181,551,161 
                                     
Ending balance:  Individually evaluated for impairment $1,115,573  $760,733  $507,066  $56,190  $-  $81,505  $-  $-  $2,521,067 
                                     
Ending balance:  Collectively evaluated for impairment $90,803,491  $12,085,609  $36,121,172  $23,321,408  $5,329,188  $9,948,412  $557,268  $863,546  $179,030,094 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The Company has adopted a standard grading system for all loans.

 

Definitions are as follows:

 

Prime (1) loans are of superior quality with excellent credit strength and repayment ability proving a nominal credit risk.

 

Good (2) loans are of above average credit strength and repayment ability proving only a minimal credit risk.

 

Satisfactory (3) loans are of reasonable credit strength and repayment ability proving an average credit risk due to one or more underlying weaknesses.

 

Acceptable (4) loans are of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses. New borrowers are typically not underwritten within this classification.

 

Special Mention (5) loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Ordinarily, special mention credits have characteristics which corrective management action would remedy.

 

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

Doubtful (7) loans have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable.

 

Loss (8) loans are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off even though partial recovery may be realized in the future.

12 

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The following tables present the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of September 30, 2020March 31, 2021 and December 31, 2019:2020:

 

  September 30, 2020 (Unaudited) 
  One- to Four-
Family
Mortgage
Loans - Owner
Occupied
  One- to Four-
Family
Mortgage
Loans -
Investment
  Multi-Family
Mortgage Loans
  Nonresidential
Mortgage Loans
  Construction &
Land Loans
  Real Estate
Secured Lines of
Credit
  Commercial
Loans
  Other Consumer
Loans
  Total 
Pass $78,330,038  $11,927,786  $38,599,760  $26,206,289  $5,611,889  $10,407,609  $1,396,309  $333,617  $172,813,297 
Special mention  115,200   528,524   -   521,798   -   -   -   -   1,165,522 
Substandard  573,761   114,574   80,828   -   -   152,790   -   -   921,953 
Doubtful  -   -   -   -   -   -   -   -   - 
Loss  -   -   -   -   -   -   -   -   - 
                                     
Total $79,018,999  $12,570,884  $38,680,588  $26,728,087  $5,611,889  $10,560,399  $1,396,309  $333,617  $174,900,772 

  March 31, 2021 (unaudited) 
   One- to Four-
Family Mortgage
Loans - Owner
Occupied
   One- to Four-
Family Mortgage
Loans - Investment
   Multi-Family
Mortgage Loans
   Nonresidential
Mortgage Loans
   Construction &
Land
Loans
   Real Estate
Secured
Lines of Credit
   Commercial
Loans
   Other Consumer
Loans
   Total 
Pass $70,171,068  $11,698,826  $48,440,576  $30,056,837  $9,898,208  $9,383,764  $527,645  $334,879  $180,511,803 
Special mention  111,819   313,720   -   457,880   -   -   -   -   883,419 
Substandard  736,288   -   -   -   -   147,640   -   -   883,928 
Doubtful  -   -   -   -   -   -   -   -   - 
Loss  -   -   -   -   -   -   -   -   - 
                                     
Total $71,019,175  $12,012,546  $48,440,576  $30,514,717  $9,898,208  $9,531,404  $527,645  $334,879  $182,279,150 

 

  December 31, 2019 
  One- to Four-
Family
Mortgage
Loans - Owner
Occupied
  One- to Four-
Family
Mortgage
Loans -
Investment
  Multi-Family
Mortgage Loans
  Nonresidential
Mortgage Loans
  Construction
& Land Loans
  Real Estate
Secured Lines of
Credit
  Commercial
Loans
  Other Consumer
Loans
  Total 
Pass $91,281,765  $12,115,427  $36,256,469  $22,813,758  $5,329,188  $9,870,477  $557,268  $863,546  $179,087,898 
Special mention  -   548,876   -   563,840   -   -   -   -   1,112,716 
Substandard  637,299   182,039   371,769   -   -   159,440   -   -   1,350,547 
Doubtful  -   -   -   -   -   -   -   -   - 
Loss  -   -   -   -   -   -   -   -   - 
                                     
Total $91,919,064  $12,846,342  $36,628,238  $23,377,598  $5,329,188  $10,029,917  $557,268  $863,546  $181,551,161 

  December 31, 2020 
   One- to Four-
Family Mortgage
Loans - Owner
Occupied
   One- to Four-
Family Mortgage
Loans - Investment
   Multi-Family
Mortgage Loans
   Nonresidential
Mortgage Loans
   Construction &
Land
Loans
   Real Estate
Secured
Lines of Credit
   Commercial
Loans
   Other Consumer
Loans
   Total 
Pass $71,930,902  $11,538,993  $41,669,892  $29,063,783  $5,841,415  $9,783,448  $736,979  $338,709  $170,904,121 
Special mention  113,516   519,831   -   468,134   -   -   -   -   1,101,481 
Substandard  653,170   -   79,331   -   -   150,939   -   -   883,440 
Doubtful  -   -   -   -   -   -   -   -   - 
Loss  -   -   -   -   -   -   -   -   - 
                                     
Total $72,697,588  $12,058,824  $41,749,223  $29,531,917  $5,841,415  $9,934,387  $736,979  $338,709  $172,889,042 

 

Pass portfolio within the tables above consists of loans graded Prime (1) through Acceptable (4).

 

The Company evaluates the loan risk grading system definitions and allowance for loan losses methodology on an ongoing basis. No significant changes were made to either during the three months or nine months ended September 30, 2020.March 31, 2021.

13 

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The following tables present the loan portfolio aging analysis of the recorded investment in loans as of September 30, 2020March 31, 2021 and December 31, 2019:2020:

 

 September 30, 2020 (Unaudited) March 31, 2021 (unaudited) 
 30-59 Days
Past Due
 60-89 Days
Past Due
 90 Days and
Greater Past
Due
 Total Past
Due
 Current Total Loans
Receivable
  Total Loans >
90 Days Past
Due &
Accruing
 30-59 Days Past Due  60-89 Days Past Due  90 Days and Greater Past Due  Total Past Due  Current  Total Loans Receivable  Total Loans > 90 Days Past Due & Accruing 
One to four-family mortgage loans $-  $-  $174,585  $174,585  $78,844,414  $79,018,999  $- $258,075  $-  $259,678  $517,753  $70,501,422  $71,019,175  $- 
One to four family - investment  -   -   -   -   12,570,884   12,570,884   -  -   -   -   -   12,012,546   12,012,546   - 
Multi-family mortgage loans  -   -   -   -   38,680,588   38,680,588   -  -   -   -   -   48,440,576   48,440,576   - 
Nonresidential mortgage loans  -   -   -   -   26,728,087   26,728,087   -  -   -   -   -   30,514,717   30,514,717   - 
Construction & land loans  -   -   -   -   5,611,889   5,611,889   -  -   -   -   -   9,898,208   9,898,208   - 
Real estate secured lines of credit  -   -   -   -   10,560,399   10,560,399   -  -   -   -   -   9,531,404   9,531,404   - 
Commercial loans  -   -   -   -   1,396,309   1,396,309   -  -   -   -   -   527,645   527,645   - 
Other consumer loans  -   -   -   -   333,617   333,617   -  -   -   -   -   334,879   334,879   - 
                                                       
Total $-  $-  $174,585  $174,585  $174,726,187  $174,900,772  $- $258,075  $-  $259,678  $517,753  $181,761,397  $182,279,150  $- 

 

 December 31, 2019 December 31, 2020 
 30-59 Days
Past Due
 60-89 Days
Past Due
 90 Days and
Greater Past
Due
 Total Past
Due
 Current Total Loans
Receivable
  Total Loans >
90 Days Past
Due &
Accruing
 30-59 Days Past Due  60-89 Days Past Due  90 Days and Greater Past Due  Total Past Due  Current  Total Loans Receivable  Total Loans > 90 Days Past Due & Accruing 
One to four-family mortgage loans $-  $-  $110,934  $110,934  $91,808,130  $91,919,064  $- $96,826  $127,616  $173,877  $398,319  $72,299,269  $72,697,588  $- 
One to four family - investment  -   -   -   -   12,846,342   12,846,342   -  -   -   -   -   12,058,824   12,058,824   - 
Multi-family mortgage loans  -   -   -   -   36,628,238   36,628,238   -  -   -   -   -   41,749,223   41,749,223   - 
Nonresidential mortgage loans  -   -   -   -   23,377,598   23,377,598   -  -   -   -   -   29,531,917   29,531,917   - 
Construction & land loans  -   -   -   -   5,329,188   5,329,188   -  -   -   -   -   5,841,415   5,841,415   - 
Real estate secured lines of credit  97,679   -   -   97,679   9,932,238   10,029,917   -  -   -   -   -   9,934,387   9,934,387   - 
Commercial loans  -   -   -   -   557,268   557,268   -  -   -   -   -   736,979   736,979   - 
Other consumer loans  -   -   -   -   863,546   863,546   -  -   -   -   -   338,709   338,709   - 
                                                       
Total $97,679  $-  $110,934  $208,613  $181,342,548  $181,551,161  $- $96,826  $127,616  $173,877  $398,319  $172,490,723  $172,889,042  $- 

 

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310, Receivables), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans and loans modified in troubled debt restructurings (“TDRs”).

 14

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The following tables present impaired loans for September 30,March 31, 2021, March 31, 2020 September 30, 2019 and December 31, 2019:2020:

 

       For the Three Months Ended For the Nine Months Ended 
 At September 30, 2020 (Unaudited) September 30, 2020 September 30, 2020 
 Recorded
Balance
 Unpaid
Principal
Balance
 Specific
Allowance
 Average
Investment
in Impaired
Loans
 Interest Income
Recognized
 Average
Investment
in Impaired
Loans
 Interest Income
Recognized
  March 31, 2021 (unaudited) 
 (Unaudited)    Recorded Balance   Unpaid Principal Balance   Specific Allowance   Average Investment in Impaired Loans   Interest Income Recognized 
Loans without a specific valuation allowance                                          
One- to four-family mortgage loans $1,101,454 $1,101,454 $- $1,104,471  12,064 $1,110,663 $37,388  $1,297,999  $1,297,999  $-  $1,301,442  $12,767 
One to four family - investment  358,573  358,573  -  362,529  5,591  367,480  16,538 
One- to four-family - investment  320,726   320,726   -   329,705   3,790 
Multi-family mortgage loans  213,116  213,116  -  213,755  2,963  370,624  19,239   129,999   129,999   -   130,459   1,472 
Nonresidential mortgage loans  43,562  43,562  -  45,581  636  49,805  2,116   -   -   -   -   - 
Construction & land loans  -  -  -  -  -  -  -   -   -   -   -   - 
Real estate secured lines of credit  59,268  59,268  -  59,735  1,028  60,527  3,116   57,547   57,547   -   58,025   1,022 
Commercial Loans  -  -  -  -  -  -  - 
Commercial loans  -   -   -   -   - 
Other consumer loans  -  -  -  -  -  -  -   -   -   -   -   - 
Loans with a specific valuation allowance              -                           
One- to four-family mortgage loans  59,529  80,251  20,722  80,390  259  80,934  1,439   18,031   79,461   61,431   79,609   243 
One to four family - investment  210,639  218,652  8,013  219,921  1,008  220,921  8,389 
One- to four-family - investment  207,395   247,471   54,071   248,254   2,417 
Multi-family mortgage loans  -  -  -  -  -  -  -   -   -   -   -   - 
Nonresidential mortgage loans  -  -  -  -  -  -  -   -   -   -   -   - 
Construction & land loans  -  -  -  -  -  -  -   -   -   -   -   - 
Real estate secured lines of credit  -  -  -  -  -  -  -   -   -   -   -   - 
Commercial Loans  -  -  -  -  -  -  - 
Commercial loans  -   -   -   -   - 
Other consumer loans  -  -  -  -  -  -  -   -   -   -   -   - 
                                          
 $2,046,141 $2,074,876 $28,735 $2,086,382 $23,549 $2,260,954 $88,225  $2,031,697  $2,133,203  $115,502  $2,147,494  $21,711 

 

   For the Three Months Ended For the Nine Months Ended 
 At September 30, 2019 (Unaudited) September 30, 2019 September 30, 2019 
 Recorded
Balance
 Unpaid
Principal
Balance
 Specific
Allowance
 Average
Investment
in Impaired
Loans
 Interest Income
Recognized
 Average
Investment
in Impaired
Loans
 Interest Income
Recognized
  March 31, 2020 (Unaudited) 
 (Unaudited)    Recorded Balance   Unpaid Principal Balance   Specific Allowance   Average Investment in Impaired Loans   Interest Income Recognized 
Loans without a specific valuation allowance                                          
One- to four-family mortgage loans $1,014,485 $1,014,485 $- $1,017,137  11,815 $1,037,293 $38,717  $1,048,425  $1,048,425  $-  $1,051,353  $13,131 
One to four family - investment  378,530  378,530  -  381,591  5,949  385,557  16,101 
One- to four-family - investment  370,006   370,006   -   372,052   6,092 
Multi-family mortgage loans  508,621  508,621  -  509,764  12,797  511,849  29,566   504,648   504,648   -   505,914   9,231 
Nonresidential mortgage loans  75,852  75,852  -  77,662  1,182  79,530  2,415   52,048   52,048   -   54,030   773 
Construction & land loans  -  -  -  -  -  -  -   -   -   -   -   - 
Real estate secured lines of credit  83,926  83,926  -  85,497  1,380  87,490  3,943   72,565   72,565   -   79,250   1,302 
Commercial Loans  -  -  -  -  -  -  - 
Commercial loans  -   -   -   -   - 
Other consumer loans  -  -  -  -  -  -  -   -   -   -   -   - 
Loans with a specific valuation allowance              -                           
One- to four-family mortgage loans  66,568  68,366  1,798  68,366  -  68,366  -   60,691   81,413   20,722   81,548   274 
One to four family - investment  361,668  397,470  35,802  399,117  4,807  403,613  15,593 
One- to four-family - investment  382,213   390,225   8,013   392,357   5,647 
Multi-family mortgage loans  -  -  -  -  -  -  -   -   -   -   -   - 
Nonresidential mortgage loans  -  -  -  -  -  -  -   -   -   -   -   - 
Construction & land loans  -  -  -  -  -  -  -   -   -   -   -   - 
Real estate secured lines of credit  -  -  -  -  -  -  -   -   -   -   -   - 
Commercial Loans  -  -  -  -  -  -  - 
Commercial loans  -   -   -   -   - 
Other consumer loans  -  -  -  -  -  -  -   -   -   -   -   - 
                                          
 $2,489,650 $2,527,250 $37,600 $2,539,134 $37,930 $2,573,698 $106,335  $2,490,596  $2,519,330  $28,735  $2,536,504  $36,450 

 15

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 December 31, 2019  December 31, 2020 
 Recorded
Balance
  Unpaid
Principal
Balance
  Specific
Allowance
  Average
Investment
in Impaired
Loans
  Interest Income
Recognized
    Recorded Balance   Unpaid Principal Balance   Specific Allowance   Average Investment in Impaired Loans   Interest Income Recognized 
Loans without a specific valuation allowance                                        
One- to four-family mortgage loans $1,054,515  $1,054,515  $-  $1,077,076  $52,394  $1,177,459  $1,177,459  $-  $1,190,698  $52,684 
One- to four-family - investment  374,389   374,389   -   383,268   21,191   352,514   352,514   -   362,021   19,387 
Multi-family mortgage loans  507,066   507,066   -   510,866   43,647   210,524   210,524   -   330,855   22,817 
Nonresidential mortgage loans  56,190   56,190   -   75,260   4,583   -   -   -   -   - 
Construction & land loans  -   -   -   -   -   -   -   -   -   - 
Real estate secured lines of credit  81,505   81,505   -   86,326   5,416   58,557   58,557   -   60,115   4,087 
Commercial loans  -   -   -   -   -   -   -   -   -   - 
Other consumer loans  -   -   -   -   -   -   -   -   -   - 
Loans with a specific valuation allowance                                        
One- to four-family mortgage loans  61,058   81,780   20,722   79,941   1,170   59,138   79,860   20,722   80,701   1,689 
One- to four-family - investment  386,344   394,357   8,013   401,718   19,965   209,146   249,221   40,075   252,341   11,794 
Multi-family mortgage loans  -   -   -   -   -   -   -   -   -   - 
Nonresidential mortgage loans  -   -   -   -   -   -   -   -   -   - 
Construction & land loans  -   -   -   -   -   -   -   -   -   - 
Real estate secured lines of credit  -   -   -   -   -   -   -   -   -   - 
Commercial loans  -   -   -   -   -   -   -   -   -   - 
Other consumer loans  -   -   -   -   -   -   -   -   -   - 
 $2,521,067  $2,549,802  $28,735  $2,614,455  $148,366                     
 $2,067,338  $2,128,135  $60,797  $2,276,731  $112,458 

 

Income recognized on a cash basis was not materially different than interest income recognized on an accrual basis.

 

The following table presents the nonaccrual loans at September 30, 2020March 31, 2021 and December 31, 2019.2020. This table excludes accruing TDRs, which totaled $1,068,000$1,030,000 and $1,445,000$1,143,000 at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

 

 September 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
 (Unaudited)      (unaudited)  
One- to four-family mortgage loans $174,585  $110,934  $259,678  $173,877 
One to four family - investment  -   -   -   - 
Multi-family mortgage loans  -   -   -   - 
Nonresidential mortgage loans  -   -   -   - 
Construction and land loans  -   -   -   - 
Real estate secured lines of credit  -   -   -   - 
Commercial loans  -   -   -   - 
Other consumer loans  -   -   -   - 
        
Total $174,585  $110,934  $259,678  $173,877 

 

At September 30, 2020,March 31, 2021, the Company had no loans that were modified in a TDR and that were impaired.

 


 16

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

There were no newly classified TDRs at September 30, 2020.March 31, 2021. The following table presents the newly classified TDR’sTDRs at December 31, 2019:2020:

 

 December 31, 2019  December 31, 2020 
 Number of
Loans
  Pre-
Modification
Recorded
Balance
  Post-Modification
Recorded Balance
  Number of Loans  Pre-Modification Recorded Balance  Post-Modification Recorded Balance 
Mortgage loans on real estate:                        
Residential 1-4 family - owner occupied  3  $266,418  $240,926   1  $82,561  $82,561 
Residential 1-4 family - investment  -   -   -   -   -   - 
Multifamily  -   -   -   -   -   - 
Nonresidential mortgage loans  -   -   -   -   -   - 
Construction & land loans  -   -   -   -   -   - 
Construction & land loans  -   -   -   -   -   - 
Real estate secured lines of credit  1   -   40,627   -   -   - 
Commercial loans  -   -   -   -   -   - 
Consumer loans  -   -   -   -   -   - 
  4  $266,418  $281,553             
  1  $82,561  $82,561 

 

Newly classified TDRs, by type of modification, are as follows forat December 31, 2019:2020:

 

 December 31, 2019  December 31, 2020 
 Interest Only  Term  Combination  Total
Modification
  Interest Only  Term  Combination  Total Modification 
Mortgage loans on real estate:                                
Residential 1-4 family - owner occupied $-  $-  $240,926  $240,926  $82,561  $-  $-  $82,561 
Residential 1-4 family -investment  -   -   -   -   -   -   -   - 
Multifamily  -   -   -   -   -   -   -   - 
Nonresidential mortgage loans  -   -   -   -   -   -   -   - 
Construction & land loans  -   -   -   -   -   -   -   - 
Real estate secured lines of credit  40,627   -   -   40,627   -   -   -   - 
Commercial loans  -   -   -   -   -   -   -   - 
Consumer loans  -   -   -   -   -   -   -   - 
 $40,627  $-  $240,926  $281,553                 
 $82,561  $-  $-  $82,561 

 

There were no TDRs modified during the ninethree months ended September 30, 2020March 31, 2021 that subsequently defaulted. As of September 30, 2020,March 31, 2021, borrowers with loans designated as TDRs totaling $855,000$900,000 of residential real estate loans and $213,000$130,000 of multifamily loans, met the criteria for placement back on accrual status. This criteria is a minimum of six consecutive months of payment performance under existing or modified terms. As of September 30, 2020,March 31, 2021, the Company had no performing TDRs that did not meet the criteria for placement back on accrual status.

 

In March 2020, in connection with the implementation of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) and related provisions, we have elected the temporary relief in the CARES Act not to apply the guidance in ASC 310-40 on accounting for troubled debt restructurings (TDRs) to loan modifications related to COVID-19 made between March 1, 2020 and the earlier of (1) December 31, 2020 (extended to January 1, 2022 by the Consolidated Appropriations Act, 2021) or (2) 60 days after the end of the COVID-19 national emergency. The relief was only applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. At March 31, 2021, all loan deferral periods have ended and all affected loans have returned to regular payment terms.

 17

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

There were no foreclosed real estate properties at September 30, 2020March 31, 2021 or December 31, 2019.2020. There was onewere two consumer mortgage loanloans in process of foreclosure totaling $ 65,446$193,062 at September 30, 2020.March 31, 2021.

NOTE 4:      Earnings Per Common Share

NOTE 4:Earnings Per Common Share

 

Basic earnings per common share (“EPS”) excludes dilution and is calculated by dividing net income applicable to common stock by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. Unallocated common shares held by the Company’s Employee Stock Ownership Plan (“ESOP”) are shown as a reduction in stockholders’ equity and are excluded from weighted-average common shares outstanding for both basic and diluted EPS calculations until they are committed to be released. The computation of weighted-average shares outstanding for the three months ended March 31, 2020 has been revised to correct a computational error involving the allocation of ESOP shares related to the closing of the second-step transaction. The computations for the three and nine month periods ended September 30,March 31, 2021 and 2020 and 2019 are as follows:

 

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2020  2019  2020  2019 
  (Unaudited)  (Unaudied) 
Net income $938,533  $146,142  $1,436,478  $458,197 
Less allocation of net income to participating securities  3,990   1,118   8,787   4,473 
Net income allocated to common shareholders  934,543   145,024   1,427,691   453,724 
                 
Shares outstanding for basic earnings per share (1):                
Shares issued  2,965,593   2,937,127   2,954,316   2,937,918 
Less: Average unearned ESOP shares  74,026   77,146   71,455   79,902 
                 
Weighted-average shares outstanding - basic  2,891,567   2,859,981   2,882,861   2,858,016 
                 
Basic earnings per common share $0.32  $0.05  $0.50  $0.16 
                 
Effect of dilutive securities:                
Weighted-average shares outstanding - basic  2,891,567   2,859,981   2,882,861   2,858,016 
Stock options  29,824   47,106   31,658   39,326 
Weighted-average shares outstanding - diluted  2,921,391   2,907,087   2,914,519   2,897,342 
                 
Diluted earnings per share $0.32  $0.05  $0.49  $0.16 
  Three months ended March 31, 
  2021  2020  2020 
     (as revised)  (as reported) 
Net income (loss) $1,322,512  $(226,049) $(226,049)
Less allocation of net income to participating securities  10,502   -   - 
Net income (loss) allocated to common shareholders  1,312,010   (226,049)  (226,049)
             
Shares outstanding for basic earnings per share:            
Weighted-average shares issued  2,970,834   2,970,186   2,949,432 
Less: Average unearned ESOP shares and  unvested restricted stock  218,019   208,974   74,026 
             
Weighted-average shares outstanding - basic  2,752,815   2,761,212   2,875,406 
             
Basic earnings (loss) per common share $0.48  $(0.08) $(0.08)
             
Effect of dilutive securities:            
Weighted-average shares outstanding - basic  2,752,815   2,761,212   2,875,406 
Stock options  62,377   -   - 
Weighted-average shares outstanding - diluted  2,815,192   2,761,212   2,875,406 
             
Diluted earnings (loss) per share $0.47  $(0.08) $(0.08)

 18

 

(1)Share amounts related to the periods prior to the January 22, 2020 closing of the conversion offering have been restated to give  retroactive recognition to the 1.6351 exchange ratio applied in the conversion offering. (see Note 1).


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 5:           Regulatory Matters

 

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined) to risk-weighted assets (as defined), common equity Tier I capital (as defined) to risk-weighted assets (as defined) and of Tier I capital to average assets (as defined). Management believes that, as of September 30, 2020March 31, 2021 and December 31, 2019,2020, the Bank met all capital adequacy requirements to which it was subject at such dates.

 

Effective January 1, 2015, new regulatory capital requirements commonly referred to as ‘Basel III” were implemented and are reflected below. Management opted out of the accumulated comprehensive income treatment under the newBasel III capital requirements, and as such, unrealized gains and losses from available-for-sale securities will continue to be excluded from regulatory capital.

 

The below minimum capital requirements exclude the capital conservation buffer required to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer was 2.50% at September 30, 2020.March 31, 2021.

 

As of the most recent notification from the Office of the Comptroller of the Currency, the Bank was categorized as "well-capitalized" under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. Management believes that no conditions or events have occurred since the last notification that would change the Bank's category.

 19

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The Bank’s actual capital amounts and ratios are also presented in the following table:

 

  Actual  Minimum Capital
Requirement
  Minimum to Be Well
Capitalized Under Prompt
Corrective Action
Provisions
 
  Amount  Ratio  Amount  Ratio  Amount  Ratio 
  (Dollars in thousands) 
As of  September 30, 2020 (Unaudited)               
                   
Total risk-based capital (to risk-weighted assets) $34,467   20.4% $13,525   8.0% $16,907   10.0%
                         
Tier I capital (to risk-weighted assets)  32,994   19.5%  10,144   6.0%  13,525   8.0%
                         
Common Equity Tier I capital (to risk-weighted assets)  32,994   19.5%  7,608   4.5%  10,989   6.5%
                         
Tier I capital (to adjusted average total assets)  32,994   14.3%  9,227   4.0%  11,534   5.0%
                         
As of  December 31, 2019                        
                         
Total risk-based capital (to risk-weighted assets) $24,898   16.3% $12,204   8.0% $15,255   10.0%
                        
Tier I capital (to risk-weighted assets)  23,490   15.4%  9,153   6.0%  12,204   8.0%
                         
Common Equity Tier I capital (to risk-weighted assets)  23,490   15.4%  6,865   4.5%  9,916   6.5%
                         
Tier I capital(to adjusted average total assets)  23,490   10.2%  9,183   4.0%  11,478   5.0%

  Actual  Minimum Capital Requirement  Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions 
  Amount  Ratio  Amount  Ratio  Amount  Ratio 
  (Dollars in thousands) 
As of  March 31, 2021 (unaudited):               
                
Total risk-based capital                  
(to risk-weighted assets) $37,877   22.0% $13,795   8.0% $17,244   10.0%
                         
Tier I capital                        
(to risk-weighted assets)  36,204   21.0%  10,346   6.0%  13,795   8.0%
                         
Common Equity Tier I capital                        
(to risk-weighted assets)  36,204   21.0%  7,760   4.5%  11,208   6.5%
                         
Tier I capital                        
(to adjusted average total assets)  36,204   15.2%  9,560   4.0%  11,950   5.0%
                         
As of  December 31, 2020:                        
                         
Total risk-based capital                        
(to risk-weighted assets) $36,465   22.0% $13,272   8.0% $16,590   10.0%
                         
Tier I capital                        
(to risk-weighted assets)  34,792   21.0%  9,954   6.0%  13,272   8.0%
                         
Common Equity Tier I capital                        
(to risk-weighted assets)  34,792   21.0%  7,465   4.5%  10,783   6.5%
                         
Tier I capital                        
(to adjusted average total assets)  34,792   14.8%  9,415   4.0%  11,769   5.0%

 20

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 6:           Disclosure About Fair Values of Assets and Liabilities

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

 

Level1Quoted prices in active markets for identical assets or liabilities.

Level2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full-term of the assets or liabilities.

Level 3Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities.

 

Recurring Measurements

 

The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2020March 31, 2021 and December 31, 2019:2020:

 

       Fair Value Measurements Using 
      Quoted Prices in
Active Markets
for Identical
Assets
   Significant
Other
Observable
Inputs
   Significant
Unobservable
Inputs
 
   Fair Value   (Level 1)   (Level 2)   (Level 3) 
September 30, 2020 (Unaudited)                
Mortgage-backed securities of government sponsored entities $5,539,738  $-  $5,539,738  $- 
Mortgage servicing rights  1,615,973   -   -   1,615,973 
                 
December 31, 2019                
Mortgage-backed securities of government sponsored entities $6,733,213  $-  $6,733,213  $- 
Mortgage servicing rights  1,213,815   -   -   1,213,815 

      Fair Value Measurements Using 
      Quoted Prices in Active Markets for Identical Assets  Significant Other Observable Inputs  Significant Unobservable Inputs 
 Fair Value  (Level 1)  (Level 2)  (Level 3) 
March 31, 2021 (unaudited):                
Mortgage-backed securities of government sponsored entities $9,743,249  $-  $9,743,249  $- 
Mortgage servicing rights  2,333,873   -   -   2,333,873 
Derivative assets (included in other assets)  702,283   -       702,283 
Derivative liabilities (included in other liabilities)  43,894   -   43,894   - 
                 
December 31, 2020:                
Mortgage-backed securities of government sponsored entities $5,213,830  $-  $5,213,830  $- 
Mortgage servicing rights  2,025,323   -   -   2,025,323 
Derivative assets (included in other assets)  498,644   -       498,644 
Derivative liabilities (included in other liabilities)  144,995   -   144,995   - 

 

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

 21

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Available-for-sale Debt Securities

 

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 and Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

Mortgage Servicing Rights

 

Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of loan balance, weighted-average coupon, weighted-average maturity, escrow payments, servicing fees, prepayment speeds, float, cost to service, ancillary income, and discount rate. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.

 

Mortgage servicing rights are tested for impairment. Management measures mortgage servicing rights through use of a third-party independent valuation. Inputs to the model are reviewed by management.

 

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements related to mortgage servicing rights recognized in the accompanying condensed consolidated balance sheets using significant unobservable (Level 3) inputs:

 

  Three Months  Three Months  Nine Months  Nine Months 
  Ended  Ended  Ended  Ended 
  September 30,  September 30,  September 30,  September 30, 
  2020  2019  2020  2019 
     (Unaudited)       
Fair value as of the beginning of the period $1,256,842  $1,398,293  $1,213,815  $1,252,740 
Recognition of mortgage servicing rights on the sale of loans  594,455   60,088   989,479   146,766 
Change in fair value due to changes in valuation inputs or assumptions used in the valuation model  (235,324)  (152,323)  (587,321)  (93,448)
                 
Fair value at the end of the period $1,615,973  $1,306,058  $1,615,973  $1,306,058 

  Three Months Ended March 31, 
  2021  2020 
  (Unaudited) 
Fair value as of the beginning of the year $2,025,323  $1,213,815 
Recognition of mortgage servicing rights on the sale of loans  367,164   41,532 
Change in fair value due to changes in valuation inputs or assumptions used in the valuation model  (58,614)  (169,854)
         
Fair value at the end of the period $2,333,873  $1,085,493 

 

Mortgage servicing rights are carried on the balance sheet at fair value and the changes in fair value are reported in other noninterest income in the period in which the changes occur.

 22

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Derivatives

Derivatives are recognized as assets and liabilities on the consolidated balance sheets and measured at fair value. For exchange-traded contracts, fair value is based on quoted market prices. For nonexchange-traded contracts, fair value is based on dealer quotes, pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value may require significant management judgment or estimation.

Derivative Loan Commitments

Mortgage loan commitments that relate to the origination of a mortgage that will be held for sale upon funding are considered derivative instruments under the derivatives and hedging accounting guidance (ASC 815, Derivatives and Hedging). Loan commitments that are derivatives are recognized at fair value on the consolidated balance sheet in other assets and other liabilities with changes in their fair values recorded in noninterest income.

Forward Loan Sale Commitments

The Company carefully evaluates all loan sale agreements to determine whether they meet the definition of a derivative under the derivatives and hedging accounting guidance (ASC 815), as facts and circumstances may differ significantly. If agreements qualify, to protect against the price risk inherent in derivative loan commitments, the Company uses both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments. Mandatory delivery contracts are accounted for as derivative instruments. Accordingly, forward loan sale commitments are recognized at fair value on the consolidated balance sheet in other assets and liabilities with changes in their fair values recorded in other noninterest income.

The Company estimates the fair value of its forward loan sales commitments using a methodology similar to that used for derivative loan commitments.

 

Nonrecurring Measurements

 

The following table presents the collateral-dependent impaired loans measured at fair value on a nonrecurring basis September 30, 2020at March 31, 2021 and December 31, 2019.2020.

 

       Fair Value Measurements Using 
   Carrying   Quoted Prices in
Active
Markets for
Identical
Assets
   Significant
Other
Observable
Inputs
   Significant
Unobservable
Inputs
 
   Amount   (Level 1)   (Level 2)   (Level 3) 
September 30, 2020 (Unaudited)                
                 
Collateral-dependent impaired loans $174,585  $-  $-  $174,585 
                 
December 31, 2019                
                 
Collateral-dependent impaired loans $51,568  $-  $-  $51,568 

      Fair Value Measurements Using 
   Carrying   Quoted Prices in Active Markets for Identical Assets   Significant Other Observable Inputs   Significant Unobservable Inputs 
   Amount   (Level 1)   (Level 2)   (Level 3) 
March 31, 2021 (unaudited):                
                 
 Collateral-dependent impaired loans $259,678  $-  $-  $259,678 
                 
December 31, 2020                
                 
 Collateral-dependent impaired loans $173,877  $-  $-  $173,877 

 

2523

 

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Unobservable (Level 3) Inputs

 

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements at September 30, 2020March 31, 2021 and December 31, 2019:2020:

 

  Fair Value  Valuation
Technique
 Unobservable Inputs Range
(Weighted
Average)
 
September 30, 2020 (Unaudited)            
Mortgage servicing rights $1,615,973   Discounted
cash flow
  Discount rate
PSA prepayment speeds
   10%
144-444%
 
             
Impaired loans (collateral dependent) $174,585   Market comparable
properties
  Marketability discount   10%-15%
12%
 
             
December 31, 2019            
Mortgage servicing rights $1,213,815   Discounted
cash flow
  Discount rate
PSA prepayment speeds
   10%
89%-173%
 
             
Impaired loans (collateral dependent) $51,568   Market comparable
properties
  Marketability
discount
   10%-15%
12%
 

  Fair Value  Valuation
Technique
 Unobservable Inputs Range
(Weighted Average)
 
March 31, 2021 (unaudited):            
Mortgage servicing rights $2,333,873   Discounted
cash flow
  Discount rate
PSA prepayment speeds
   10%
(159%-655%) 283%
 
             
Interest rate lock commitments $702,238   Secondary market prices  Pull-through rate  (70%-100%) 85% 
             
Impaired loans (collateral dependent) $259,678   Market comparable properties  Marketability discount   (10%-15%) 12% 
             
December 31, 2020:            
Mortgage servicing rights $2,025,323   Discounted
cash flow
  Discount rate
PSA prepayment speeds
   10%
(177%-565%) 296%
 
             
Interest rate lock commitments $498,644   Secondary market prices  Pull-through rate  (70%-100%) 85% 
             
Impaired loans (collateral dependent) $173,877   Market comparable properties  Marketability discount   (10%-15%) 12% 

 24

 

Fair Value of Financial Instruments

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value.

Cash and cash equivalents, Federal Home Loan Bank Stock and Interest Receivable

The carrying amount approximates fair value.

Loans Held for Sale

Fair value of loans held for sale is based on quoted market prices, where available, or is determined by discounting estimated cash flows using interest rates approximating the Company’s current origination rates for similar loans and adjusted to reflect the inherent credit risk.


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Loans

The estimated fair value of loans follows the guidance in ASU 2016-01, which prescribes an “exit price” in estimating and disclosing the fair value of financial instruments. The fair value calculation discounted estimated cash flows using rates that incorporated discounts for credit, liquidity and marketability factors.

Federal Home Loan Bank Lender Risk Account Receivable

The fair value of the Federal Home Loan Bank lender risk account receivable is estimated by discounting the estimated remaining cash flows of each strata of the receivable at current rates applicable to each strata for the same remaining maturities.

Deposits

Deposits include demand deposits and savings accounts. The fair value is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of a similar structure. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank Advances

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. Fair value of long-term debt is based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market.

If a quoted market price is not available, an expected present value technique is used to estimate fair value.

Stock Subscription Proceeds in Escrow, Advances from Borrowers for Taxes and Insurance and Interest Payable

The carrying amount approximates fair value.

Commitments to Originate Loans, Forward Sale Commitments, Letters of Credit and Lines of Credit

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of forward sale commitments is estimated based on current market prices for loans of similar terms and credit quality. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. At September 30, 2020 and December 31, 2019, the fair value of commitments was not material.


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The following table presents estimated fair values of the Company’s financial instruments not previously presented at September 30, 2020March 31, 2021 and December 31, 2019:2020:

 

    Fair Value Measurements Using      Fair Value Measurements Using 
 Carrying Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs  Carrying Quoted Prices in Active Markets for Identical Instruments Significant Other Observable Inputs Significant Unobservable Inputs 
 Amount  (Level 1)  (Level 2)  (Level 3)   Amount   (Level 1)   (Level 2)   (Level 3) 
September 30, 2020 (Unaudited)                
March 31, 2021 (unaudited):                
Financial Assets:                                
Cash and cash equivalents $21,872,003  $21,872,003  $-  $-  $27,033,369  $27,033,369  $-  $- 
Interest-bearing time deposits  1,000,000   -   1,000,000   -   2,000,000   -   2,000,000   - 
Loans held for sale  18,119,870   -   18,577,604   -   11,975,165   -   12,237,111   - 
Loans, net of allowance for loan losses  169,844,971   -   -   168,401,288   172,553,014   -   -   171,086,314 
Federal Home Loan Bank stock  2,801,800   -   2,801,800   -   3,022,500   -   3,022,500   - 
Interest receivable  552,531   -   552,531   -   528,597   -   528,597   - 
Federal Home Loan Bank lender risk account receivable  1,767,171   -   -   2,147,762   1,909,681   -   -   2,000,423 
                                
Financial Liabilities:                                
Deposits  147,547,374   80,400,012   68,795,698   -   155,403,177   97,753,739   58,722,008   - 
Federal Home Loan Bank advances  40,512,000   -   42,032,042   -   38,412,000   -   39,500,547   - 
Advances from borrowers for taxes and insurance  1,300,427   -   1,300,427   -   1,403,031   -   1,403,031   - 
Interest payable  75,531   -   75,531   -   72,952   -   72,952   - 
                                
December 31, 2019                
December 31, 2020:                
Financial Assets:                                
Cash and cash equivalents $37,735,266  $37,735,266  $-  $-  $32,347,806  $32,347,806  $-  $- 
Interest-bearing time deposits  3,000,000   -   3,000,000   - 
Loans held for sale  3,114,081   -   3,178,068   -   13,345,370   -   13,690,802   - 
Loans, net of allowance for loan losses  179,332,026   -   -   175,117,724   166,667,918   -   -   165,251,240 
Federal Home Loan Bank stock  2,657,400   -   2,657,400   -   2,801,800   -   2,801,800   - 
Interest receivable  624,333   -   624,333   -   520,775   -   520,775   - 
Federal Home Loan Bank lender risk account receivable  1,713,240   -   -   1,820,707   1,947,271   -   -   2,157,661 
                                
Financial Liabilities:                                
Deposits  143,410,707   66,172,775   78,065,313   -   152,207,043   90,002,257   63,577,288   - 
Federal Home Loan Bank advances  47,172,066   -   47,707,920   -   38,412,000   -   39,718,400   - 
Stock subscription proceeds in escrow  23,407,011   23,407,011   -     
Advances from borrowers for taxes and insurance  1,806,638   -   1,806,638   -   1,946,340   -   1,946,340   - 
Interest payable  91,636   -   91,636   -   73,585   -   73,585   - 

 25

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 7:           Commitments and Credit Risk

NOTE 7:Commitments and Credit Risk

 

Commitments to Originate Loans

 

Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

 

Commitments to fund fixed rate loans at March 31, 2021 and December 31, 2020, were as follows:

  March 31, 2021 December 31, 2020
  (unaudited)   
      Interest Rate     Interest Rate
   Amount  Range  Amount  Range
Commitments to fund fixed-rate loans $17,095,919  2.25% - 4.50% $28,451,835  2.25% - 3.25%

Forward Sale Commitments

Forward sale commitments are commitments to sell groups of residential mortgage loans that the Company originates or purchases as part of its mortgage banking activities. The Company commits to sell the loans at specified prices in a future period. These commitments are acquired to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale since the Company is exposed to interest rate risk during the period between issuing a loan commitment and the sale of the loan into the secondary market.

Commitments to fund fixed rate loans at September 30, 2020 and December 31, 2019, were as follows:

  September 30, 2020  December 31, 2019 
  (Unaudited)    
     Interest Rate     Interest Rate 
  Amount  Range  Amount  Range 
Commitments to fund fixed-rate loans $43,290,440   2.25% - 4.375%  $3,917,445   3.5% - 5.125% 

 

Lines of Credit

 

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.

 26

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Loan commitments outstanding at September 30, 2020March 31, 2021 and December 31, 2019, including2020, in addition to commitments for fixed-rate loans shown above, were composed of the following:

 

 September 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
  (Unaudited)      (unaudited) 
Commitments to originate loans for portfolio $1,278,655  $761,055  $4,622,174  $189,200 
Forward sale commitments  61,377,237   7,031,526   29,060,848   41,791,767 
Lines of credit  17,709,475   16,840,828   21,073,919   19,826,038 

 

NOTE 8:          Accumulated Other Comprehensive Loss

 

The components of other comprehensive loss, net of tax, included in stockholders’ equity at September 30, 2020March 31, 2021 and December 31, 20192020 are as follows:

 

 September 30, December 31,  March 31, December 31, 
 2020  2019  2020 2020 
  (Unaudited)      (unaudited)    
Net unrealized gain (loss) on available for sale securities $39,756  $(7,237)
Net unrealized gains on available for sale securities $70,833  $43,311 
                
Directors' retirement plan  (400,445)  (361,104)  (465,552)  (413,407)
  (394,719)  (370,096)
  (360,689)  (368,341)        
Tax benefit  (76,106)  (77,352)  (53,224)  (78,082)
                
Net of tax amount $(284,583) $(290,989) $(341,495) $(292,014)

 

NOTE 9:          Equity Incentive Plan

 

In May 2017, the Company’s stockholders approved the Cincinnati Bancorp 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan authorizesauthorized the issuance or delivery to participants of up to 192,843192,844 shares of the Company’s common stock pursuant to the grants of restricted stock awards, restricted stock unit awards, incentive stock options, and non-qualified stock options. Of this number, the maximum number of shares of Company common stock that may be issued under the 2017 Plan pursuant to the exercise of stock options is 137,745137,746 shares and the maximum number of shares of Company common stock that may be issued as restricted stock awards or restricted stock units is 55,098 shares. Stock options awarded to employees may be incentive stock options or non-qualified stock options. Shares subject to award under the 2017 Plan may be authorized but unissued shares or treasury shares. The 2017 Plan contains annual and lifetime limits on certain types of awards to individual participants. 

 

Awards may vest or become exercisable only upon the achievement of performance measures or based solely on the passage of time after award. Stock options and restricted stock awards provide for accelerated vesting if there is a change in control (as defined in the 2017 Plan).

 

3027

 

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

In June 2020, the Company granted stock options for 11,000 shares to certain employees. Options granted in June 2020 have an exercise price of $9.38, as determined on the grant date and expire ten years from the grant date. The weighted-average grant-date fair value of options granted during June 2020 was $2.54 per share. The fair value was calculated using the following assumptions: a risk-free interest rate of 0.77%; expected volatility of 19%, and an expected term of ten years.

 

Activity in the stock option plan was as follows for the ninethree months ended September 30, 2020March 31, 2021 and 2019:2020:

 

        Weighted-Average    
        Remaining  Aggregate 
     Weighted-Average  Contractual Term  Intrinsic 
  Shares  Exercise Price  (Years)  Value 
  (Unaudited) 
September 30, 2020                
Outstanding, beginning of period  118,458  $5.84   7.25  $371,885 
Granted  11,000   9.38   10.00   - 
Exercised  -   -         
Forfeited  -   -         
                 
Outstanding, end of period  129,458  $6.14   7.00  $367,485 
                 
Exercisable, end of period  71,076  $5.84   6.75  $223,179 

        Weighted-Average    
        Remaining   
     Weighted-
Average
  Contractual
Term
  Aggregate
Intrinsic
 
  Shares  Exercise Price  (Years)  Value 
  (Unaudited) 
For the Three Months Ended March 31, 2021:            
Outstanding, beginning of period  134,328  $6.34   6.87  $698,506 
Granted  112  $8.90         
Exercised  -  $-         
Forfeited  -  $-         
                 
Outstanding, end of period  134,440  $6.34   6.69  $903,437 
                 
Exercisable, end of period  70,726  $5.92   6.31  $504,984 

 

        Weighted-Average    
        Remaining  Aggregate 
     Weighted-Average  Contractual Term  Intrinsic 
  Shares  Exercise Price  (Years)  Value 
  (Unaudited) 
September 30, 2019                
Outstanding, beginning of period  129,479  $5.84   8.50  $194,008 
Granted  -   -         
Exercised  (3,306) $5.84         
Forfeited  (7,714) $5.84         
                 
Outstanding, end of period  118,458  $5.84   7.75  $456,416 
                 
Exercisable, end of period  47,383  $5.84   7.75  $182,566 

(1) Share amounts related to periods prior to the January 22, 2020 closing of the conversion offering have been restated to give retroactive recognition to the 1.6351 exchange ratio applied in the conversion offering. (see Note 1).

        Weighted-Average    
        Remaining   
     Weighted-
Average
  Contractual
Term
  Aggregate
Intrinsic
 
  Shares  Exercise Price  (Years)  Value 
  (Unaudited) 
For the Three Months Ended March 31, 2020:            
Outstanding, beginning of period  126,634  $6.07   7.66  $528,573 
Granted  -  $-         
Exercised  -  $-         
Forfeited  (3,306) $5.84         
                 
Outstanding, end of period  123,328  $6.08   7.41  $242,956 
                 
Exercisable, end of period  46,061  $5.84   7.25  $101,795 

 

In June 2017, the Company awarded 55,098 restricted shares to members of the Board of Directors and certain members of management. In June 2020, the Company awarded 1,324 restricted shares to certain members of management. The restricted stock awards have a five year vesting period. Shares of restricted stock awarded to employees under the 2017 Plan are subject to vesting based on continuous employment for a specified time period following the date of grant.

 28

 


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

During the restricted period, the holders are entitled to full voting rights and dividends, and are therefore considered participating securities.

 

Total compensation cost recognized in the income statement for share-based payment arrangements was $30,392$28,635 for the three months ended September 30, 2020March 31, 2021 and $25,790$25,791 for the three months ended September 30, 2019. For the nine months ended September 30, 2020 and 2019, the compensation costs were $81,973 and $77,372, respectively.March 31, 2020.

 

As of September 30, 2020,March 31, 2021, there was approximately $228,999$177,698 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the 2017 Plan, which is expected to be recognized over a weighted-average period of 2.42.1 years.

 

NOTE 10:          Recent Accounting Pronouncements

Cincinnati Bancorp, Inc. is an “emerging growth company.” As an “emerging growth company”, we have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to the financial statements of public companies that comply with such new or revised accounting standards.

 

FASB ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326)

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income.

In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost,

and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees.

 

The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today.

 

The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.

 

On October 16, 2019, FASB approved a final ASU delaying the effective date of ASU No. 2016-13 for certain companies. ASU No. 2016-13 isbecame effective for public business entities that are U.S. Securities and Exchange Commission (“SEC”) filers, that are not small reporting companies, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, such as the Company, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.


Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluating the impact of ASU No. 2016-13 toon the Company’s consolidated financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the standard as a result of the complexity and extensive changes from these amendments.

 29

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The Allowance for Loan Losses (ALL) estimate is material to the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALL at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the ALL, including changes in

assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for the other-than-temporary impairment on available-for-sale securities will be replaced with an allowance approach. The Company continues collecting and retaining historical loan and credit data. The Company is in the process of identifying data gaps. Certain CECL models are currently being evaluated. The Audit Committee is informed of ongoing CECL developments. For additional information on the allowance for loan losses, see Note 3.

FASB ASU 2016-02, Leases (Topic 842)

ASU No. 2016-02 Leases, was issued in February 2016 and requires a lessee to recognize in the statement of financial position a liability to make lease payments (“the lease liability”) and a right to use the underlying asset for the lease term, initially measured at the present value of the lease payments. When measuring assets and liabilities arising from a lease, the lessee should include payments to be made in optional periods only if the lessee is reasonably certain, as defined, to exercise an option to the lease or not to exercise an option to terminate the lease. Optional payments to purchase the underlying asset should be included if the lessee is reasonably certain it will exercise the purchase option. Most variable lease payments should be excluded except for those that depend on an index or a rate or are in substance fixed payments.

 

A lessee shall classify a lease as a finance lease if it meets any of the five listed criteria:

a.The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
b.The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
c.The lease term is for the major part of the remaining economic life of the underlying asset.
d.The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset.
e.The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

3330

 

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

For finance leases, a lessee shall recognize in the statement of income interest on the lease liability separately from the amortization of the right-of-use asset. Amortization of the right-to-use asset shall be on a straight-line basis, unless another basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits. If the lease does not meet any of the five criteria, the lessee shall classify it as an operating lease and shall recognize a single lease cost on a straight line basis over the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. On October 16, 2019, FASB approved a final ASU delaying the effective date for nonpublic business entities. Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with certain practical expedients available. The Company adopted ASU No. 2016-02 effective January 1, 2020, as required, without material effect on the Company’s consolidated financial position or results of operations, since the Company does not have a material amount of lease agreements. The right of use asset and lease obligation recorded as of September 30, 2020 was approximately $200,000 and is reflected in other assets and liabilities, respectively on the balance sheet. The modified retrospective method was applied. Due to immateriality of the impact, certain disclosures under ASU 842 have been omitted.


Item 2.Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

Management’s discussion and analysis of the financial condition and results of operations at and for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing in Part I, Item 1 of this quarterly report on Form 10-Q and with the audited consolidated financial statements and notes thereto at and for the year ended December 31, 2019,2020, appearing in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

 

Cautionary Note Regarding Forward –Looking Statements

 

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

·statements of our goals, intentions and expectations;
statements of our goals, intentions and expectations;

 

·statements regarding our business plans, prospects, growth and operating strategies;
statements regarding our business plans, prospects, growth and operating strategies;

 

·statements regarding the asset quality of our loan and investment portfolios; and
statements regarding the asset quality of our loan and investment portfolios; and

 

·estimates of our risks and future costs and benefits.
estimates of our risks and future costs and benefits.

 

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Form 10-Q except as may be required by applicable law or regulation.

 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

·the scope, duration and severity of the COVID-19 pandemic and its effect on our business and operations, our customers, including their ability to make timely loan payments, our service providers, and on the economy and financial markets;

·our ability to manage our operations under the current economic conditions nationally and in our market area;

·our ability to integrate acquisitions may be unsuccessful, or may be more difficult, time-consuming or costly than expected;

·we may incur increased charge-offs in the future;

·we may face competitive loss of customers;

·adverse changes in the financial industry, securities, credit and national or local real estate markets (including real estate values), or in the secondary mortgage markets;
the scope, duration and severity of the COVID-19 pandemic and its effect on our business and operations, our customers, including their ability to make timely loan payments, our service providers, and on the economy and financial markets;

 


our ability to manage our operations under the current economic conditions nationally and in our market area;
·significant increases in our loan losses, including as a result of our inability to resolve classified and non-performing assets or reduce risks associated with our loans, and management’s assumptions in determining the adequacy of the allowance for loan losses;

·credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses;

·the use of estimates in determining fair value of certain of our assets, which may prove to be incorrect and result in significant declines in valuations;

·risks related to the valuation of mortgage servicing rights, particularly changes in prepayment speeds due to changes in interest rates;

·competition among depository and other financial institutions;

·our ability to successfully implement our business plan and to grow our franchise to improve profitability;

·our ability to attract and maintain deposits, and to obtain FHLB-Cincinnati advances;

·changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources, and our ability to originate loans for portfolio and for sale in the secondary market;

·fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area;

·changes in consumer spending, borrowing and savings habits;

·risks related to a high concentration of loans secured by real estate located in our market area;

·the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings;

·changes in the level of government support of housing finance;

·our ability to enter new markets successfully and capitalize on growth opportunities;

·changes in laws or government regulations or policies affecting financial institutions which could result in, among other things, increased deposit insurance premiums and assessments, increased capital requirements, and increased regulatory fees and compliance costs, and the resources we have available to address such changes;

·changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

·changes in our compensation and benefit plans, and our ability to retain key members of our senior management team and to address staffing needs in response to product demand or to implement our strategic plans;

·loan delinquencies and changes in the underlying cash flows of our borrowers;

 


our ability to integrate acquisitions may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
·our ability to control costs and expenses, particularly those associated with operating as a publicly traded company;

 

·the failure or security breaches of computer systems on which we depend;
we may incur increased charge-offs in the future;

 

·the ability of key third-party service providers to perform their obligations to us;
we may face competitive loss of customers;

 

·changes in the financial condition or future prospects of issuers of securities that we own;
adverse changes in the financial industry, securities, credit and national or local real estate markets (including real estate values), or in the secondary mortgage markets;

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·acquisition integration risks, including potential deposit attrition, higher than expected costs, customer loss, business disruption and the inability to realize benefits and cost savings from, and limit any unexpected liabilities associated with, business combinations; and
significant increases in our loan losses, including as a result of our inability to resolve classified and non-performing assets or reduce risks associated with our loans, and management’s assumptions in determining the adequacy of the allowance for loan losses;

 

·other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services described elsewhere in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2019.
credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses;

the use of estimates in determining fair value of certain of our assets, which may prove to be incorrect and result in significant declines in valuations;

risks related to the valuation of mortgage servicing rights, particularly changes in prepayment speeds due to changes in interest rates;

competition among depository and other financial institutions;

our ability to successfully implement our business plan and to grow our franchise to improve profitability;

our ability to attract and maintain deposits, and to obtain FHLB-Cincinnati advances;

changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources, and our ability to originate loans for portfolio and for sale in the secondary market;

fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area;

changes in consumer spending, borrowing and savings habits;

risks related to a high concentration of loans secured by real estate located in our market area;

the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings;

changes in the level of government support of housing finance;

our ability to enter new markets successfully and capitalize on growth opportunities;

changes in laws or government regulations or policies affecting financial institutions which could result in, among other things, increased deposit insurance premiums and assessments, increased capital requirements, and increased regulatory fees and compliance costs, and the resources we have available to address such changes;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

changes in our compensation and benefit plans, and our ability to retain key members of our senior management team and to address staffing needs in response to product demand or to implement our strategic plans;

loan delinquencies and changes in the underlying cash flows of our borrowers;

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our ability to control costs and expenses, particularly those associated with operating as a publicly traded company;

the failure or security breaches of computer systems on which we depend;

the ability of key third-party service providers to perform their obligations to us;

changes in the financial condition or future prospects of issuers of securities that we own;

acquisition integration risks, including potential deposit attrition, higher than expected costs, customer loss, business disruption and the inability to realize benefits and cost savings from, and limit any unexpected liabilities associated with, business combinations; and

other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services described elsewhere in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2020.

 

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

 

Critical Accounting Policies

 

There are no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

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Coronavirus (COVID-19) Impact

 

As a result of the spread of the coronavirus (COVID-19) pandemic, economic uncertainties have arisen which may negatively affect the financial position, results of operations and cash flows of the Company and, in particular, the collectability of the loan portfolio. The duration of these uncertainties and the ultimate financial effects cannot be reasonably estimated at this time.

 

Loan Modifications

 

Beginning in March 2020, we began receiving requests from certain of our borrowers for loan payment deferrals. In connection with the implementation of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) and related provisions, we elected the temporary relief in the CARES Act not to apply the guidance in ASC 310-40 on accounting for troubled debt restructurings (TDRs) to loan modifications related to COVID-19 made between March 1, 2020 and the earlier of (1) December 31, 2020 or (2) 60 days after the end of the COVID-19 national emergency. The relief was only applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2020.

These modifications for our portfolio loans arewere for the deferral of principal and interest payments up to 90 day terms. Loan deferral terms may be extended on a case-by-case basis. Each request iswas evaluated individually and evidenced by a signed loan modification agreement. Interest on loan deferrals continuescontinued to accrue during the deferral period. While interest and fees willwere still accrueaccrued to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge,have emerged, interest income and fees accrued would need to be reversed.  In such a scenario, interest income in future periods could be negatively impacted. CollectabilityAt March 31, 2021, all loan deferral periods have ended and all affected loans have returned to regular repayment terms. In the event of accrued interest will be evaluated on a case-by-case basis oncerenewed escalation of the deferral period is ended. At this time,Covid-19 spread, it is uncertain what the potential impact of loan deferrals will have on the Company’s financial position, results of operations and the allowance for loan losses.

As of March 31, 2021, the Company had no loans remaining in loan deferral status. All borrowers who had requested loan payment forbearance have returned to repayment under the original terms of the loan. The following tables provide further information on coronavirus payment deferral modifications for loans held in portfolio approved as of September 30, 2020March 31, 2021 and June 30,December 31, 2020:

 

COVID-19 Deferrals Update As of September 30, 2020  As of June 30, 2020 
(Unaudited)            
  Recorded  Number  Recorded  Number 
  Balance  of Accounts  Balance  of Accounts 
One to four family mortgage loans - owner occupied $185,094   1  $6,475,600   39 
One to four family mortgage loans - investment  58,645   1   2,671,105   21 
Multifamily  -   -   7,778,734   9 
Nonresidential  418,784   1   3,662,050   9 
Land  -   -   239,179   1 
                 
Loan payment deferral modifications $662,523   3  $20,826,668   79 

COVID-19 Deferrals Update As of March 31, 2021  As of December 31, 2020 
  (unaudited)       
  Recorded
Balance
  Number
of Accounts
  Recorded
Balance
  Number
of Accounts
 
One to four family mortgage loans - owner occupied $-   -  $515,278   3 
One to four family mortgage loans - investment  -   -   89,842   2 
Multifamily  -   -   -   - 
Nonresidential  -   -   418,784   1 
Land  -   -   -   - 
                 
Loan payment deferral modifications $-   -  $1,023,904   6 

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Residential Payment Deferrals by Deferral Type As of March 31, 2021  As of December 31, 2020 
  (unaudited)       
  Recorded
Balance
  Number
of Accounts
  Recorded
Balance
  Number
of Accounts
 
One to four family mortgage loans - owner occupied                
                 
Three months or less principal and interest $-   -  $-   - 
More than three months principal and interest  -   -   515,278   3 
                 
One to four family mortgage loans - investment                
                 
Three months or less principal and interest  -   -   -   - 
More than three months principal and interest  -   -   89,842   2 
                 
Total residential payment deferrals $-   -  $605,120   5 

 

Residential Payment Deferrals by Deferral Type As of September 30, 2020  As of June 30, 2020 
(Unaudited)            
  Recorded  Number  Recorded  Number 
  Balance  of Accounts  Balance  of Accounts 
One to four family mortgage loans - owner occupied                
                 
Three months or less principal and interest $-   -  $6,304,615   38 
More than three months principal and interest  185,094   1   170,985   1 
                 
One to four family mortgage loans - investment                
                 
Three months or less principal and interest  -   -   2,671,105   9 
More than three months principal and interest  58,645   1   -   - 
                 
Total residential payment deferrals $243,739   2  $9,146,705   48 


         
Commercial Payment Deferrals by Deferral Type             Recorded
Balance
  Number
of Accounts
  Recorded
Balance
  Number
of Accounts
 
(Unaudited)         
 Recorded Number Recorded Number 
 Balance  of Accounts  Balance  of Accounts 
Multifamily:                                
                                
Three months or less principal and interest $-   -  $7,778,734   9  $-   -  $-   - 
More than three months principal and interest  -   -   -   -   -   -   -   - 
                                
Nonresidential:                                
                                
Three months or less principal and interest  -   -   3,240,031   8   -   -   -   - 
More than three months principal and interest  418,784   1   422,019   1   -   0   418,784   1 
                                
Construction and land loans:                                
                                
Three months or less principal and interest  -   -   239,179   1   -   -   -   - 
More than three months principal and interest  -   -   -   -   -   -   -   - 
                                
Total commercial payment deferrals $418,784   1  $11,679,963   19  $-   -  $418,784   1 

 

The Company services loans for various investors, including the FHLB-Cincinnati and Freddie Mac. Under terms of our agreement with these entities we are required to remit principal and interest on a scheduled basis. We havehad conformed our loan deferral program to meet the guidance issued by the FHLB-Cincinnati and Freddie Mac. At this time,As of March 31, 2021, there are no sold loans remaining in loan deferral status. All borrowers requesting loan payment forbearance have returned to repayment under the original terms of the loan. In the event of a renewed escalation of the Covid-19 spread, it is uncertain what potential impact the loan deferrals for sold loans will have on our financial position.

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The following table shows the coronavirus payment deferral modifications approved for loans sold as of September 30, 2020March 31, 2021 and June 30,December 31, 2020:

 

COVID-19 Loans Serviced for Others Deferrals Update As of September 30, 2020  As of June 30, 2020 
  Recorded  Number  Recorded  Number 
  Investor Balance  of Accounts  Investor Balance  of Accounts 
             
FHLB -Cincinnati $310,053   2  $1,838,299   10 
Freddie Mac  340,632   2   1,851,226   15 
                 
Total $650,685   4  $3,689,525   25 

COVID-19 Loans Serviced for Others Deferrals Update As of March 31, 2021  As of December 31, 2020 
  (unaudited)       
  Recorded
Investor Balance
  Number
of Accounts
  Recorded
Investor Balance
  Number
of Accounts
 
FHLB -Cincinnati $-   -  $306,594   2 
Freddie Mac  -   -   514,645   3 
                 
Total $-   -  $821,239   5 

 

Paycheck Protection Program

 

As part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Small Business Administration (“SBA”) has been authorized to guarantee loans under the Paycheck Protection Program (“PPP”) under the CARES Act through August 8, 2020. We began accepting applications on April 27, 2020. AsWe originated a total of September 30, 2020 we have originated 23 PPP loans totaling $633,800.$633,800 under the initial PPP. As of March 31, 2021 all loans originated under the original program have been forgiven. We participated in the second round of the PPP and originated seven loans totaling $185,000. PPP loans are fully guaranteed by the SBA and therefore do not represent a credit risk. PPP loans are included within the commercial loans category.

 

Asset Impairment

 

Our mortgage servicing rights (MSRs) have experienced a decrease in their fair value as of September 30, 2020March 31, 2021 as a result of the decrease in market interest rates in response to COVID-19. However, the low mortgage interest rate environment has resulted in increased loan origination volumes. The volume of loans sold with mortgage servicing rights has increased and resulted in an overall increase in the recorded value of our mortgage servicing rights. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future decreaseschanges in the fair value of our MSRs.

 

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Financial position and results of operations

 

Pertaining to our September 30, 2020March 31, 2021 financial condition and results of operations, COVID-19 had an impact on our allowance for loan losses (“ALL”). While we have not yet experienced any charge-offs related to COVID-19 as of March 31, 2021, our allowance for loan losses calculation and resulting provision for loan losses are impacted by changes in economic conditions. Given that the economy hashad deteriorated significantly since the pandemic was declared in early March 2020, our need for additional allowance for loan losses hashad potentially increased. In recent months the economy has been recovering per the April 2021 Federal Reserve Beige Book summary. As of September 30, 2020,March 31, 2021, our significant credit quality indicators, such as levels of delinquent, classified, impaired and nonperforming loans, have not materially deteriorated. Should economic conditions in our market area worsen, we could experience a need for further increases in our allowance for loan losses and be required to record additional provisions for loan loss expense. It is possible that our asset quality measures could worsen at future measurement periods if the effects of COVID-19 worsen or are prolonged.

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Our fee income could be reduced due to COVID-19.  In keeping with guidance from regulators, we are actively working with COVID-19 affected customers to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc.  These reductions in fees are thought, at this time, to be temporary in conjunction with the length of the expected COVID-19 related economic crisis.  At this time, we are unable to project the materiality of such an impact, but recognize the breadth of the economic impact is likely to impact our fee income in future periods.

Capital and liquidity

 

As of September 30, 2020,March 31, 2021, all of our capital ratios were in excess of all regulatory requirements to be considered a “well capitalized” institution.  While we believe that we have sufficient capital to withstand an extended economic recession brought about by COVID-19, our reported and regulatory capital ratios could be adversely impacted by further losses.

 

We maintain access to multiple sources of liquidity.  Wholesale funding sources, particularly the FHLB and National CD Rateline, have remained open to us.  If funding costs become elevated for an extended period of time, it could have an adverse effect on our net interest margin.  If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.

 

Our processes, controls and business continuity plan

 

Following guidance from the Governors of Ohio and Kentucky, the Company has deployed a successful remote working strategy, provided timely communication to our employees and customers, implemented protocols for employee safety, and initiated strategies for monitoring and responding to local COVID-19 impacts – including customer relief efforts.  The Company’s preparedness efforts, coupled with timely plan implementation, resulted in minimal impacts to operations as a result of COVID-19.  Prior technology planning resulted in the successful deployment of the majority of our operational teams to a remote environment.  As the pandemic has progressed, through the nine months ended September 30, 2020, mostall of our office employees have returned to their offices.the office. As of September 30, 2020,March 31, 2021, our branch lobbies were open for customer transactions with appropriate safety measures established. However, with the current spike in COVID-19 cases in Ohio and Kentucky we have closed our lobbies. Our employees are working from home where practicable. We do not anticipate incurring additional material costs related to adhering to the State of Ohio or Kentucky’s mandated COVID-19 related business requirements. Our management team continues to meet as needed to respond to any future COVID-19 interruptions or developments.  We do not anticipate significant challenges to our ability to maintain our systems and controls in light of the measures we have taken to prevent the spread of COVID-19.  The Company does not currently face any material resource constraint through the implementation of our business continuity plans.

 


Lending

 

The Company’s loan exposure is predominately retail residential, multifamily and nonresidential in nature. See Note 3 of the Notes to Condensed Consolidated Financial Statements. As of September 30, 2020,March 31, 2021, the Company had no direct exposure to the hospitality, restaurant, travel, energy, aviation, healthcare or senior living industries. Although the Company has no direct exposure to the aviation industry, General Electric operates a jet engine plant in the Cincinnati area which has been adversely affected by the COVID-19 pandemic. Some of General ElectricElectric’s employees are borrowers from the Company, and their ability to service their debt may be or may become impaired.

 

Comparison of Financial Condition at September 30, 2020March 31, 2021 and December 31, 20192020

 

Total Assets. Total assets were $231.9$240.7 million at September 30, 2020, a decreaseMarch 31, 2021, an increase of $9.9$3.6 million, or 4.1%1.5%, from the $241.8$237.1 million at December 31, 2019.2020. The decrease resultedincrease was primarily from increases in available-for-sale securities of $4.5 million and loans, net of allowance, of $5.9 million, partially offset by a decrease in cash and cash equivalents of $15.9 million and loans, net of allowance, of $9.5 million, partially offset by an increase in loans held for sale of $15.0$5.3 million.

 

Cash and Cash Equivalents. Cash and cash equivalents decreased $15.9$5.3 million, or 42.0%16.4%, to $21.9$27.0 million at September 30, 2020,March 31, 2021, from $37.7$32.3 million at December 31, 2019. The Company completed the second-step common stock offering effective January 22, 2020, which resulted in net offering proceeds of $14.1 million.2020. The decrease in cash and cash equivalents was primarily attributable to the Company’s returnincreases in available-for sale securities of $9.8$4.5 million in stock subscription proceeds received during the subscription period, in excess of the maximum offering amount, which was held on our balance sheet at December 31, 2019 and an increase in loans, held salenet of $15.0allowance, of $5.9 million, which were partially offset by ana $3.2 million increase of $4.1 million, or 2.9%, in core deposits.

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Interest-bearing Time Deposits. Interest-bearing time deposits totaled $2.0 million at March 31, 2021, a decrease of $1.0 million at September 30,from December 31, 2020, as management electeddue to invest funds from the common stock offering into short-term deposits yielding 1.80%.scheduled maturities.

 

Available-for-Sale Securities. Available-for-sale securities, which consisted entirely of U.S. government-sponsored mortgage-backed securities, decreased $1.2increased $4.5 million or 17.7%86.9%, to $5.5$9.7 million at September 30, 2020March 31, 2021 from $6.7$5.2 million at December 31, 2019,2020, due primarily to principal repayments during the period.purchase of a $5.0 million monthly floating rate security.

 

Net Loans. Net loans decreased $9.5increased $5.9 million, or 5.3%3.5%, to $169.8$172.6 million at September 30, 2020March 31, 2021 from $179.3$166.7 million December 31, 2019.2020. The decreaseincrease in loans was primarily attributable to increased prepayments, as borrowers elected to refinance their loans given the reductionincreases in interest rates due to the Federal Reserve’s response to COVID-19. Owner-occupied residential loans decreased $12.9 million, or 14.0%, as borrowers refinanced at lower mortgage rates. The decrease in residential loans was offset by a $15.0 million increase in loans held for sale.multi-family and construction and land loans. Multifamily loans increased $2.1$6.7 million, or 5.6%16.0%. Construction and land loans increased $4.1 million, or 69.4%, although $3.5 million of this increase was undisbursed at March 31, 2021. Nonresidential loans increased $3.4 million,$983,000, or 14.3%3.3%. Commercial loans increased $839,000, or 150.6%,decreased $209,000, primarily due to the origination of $634,000 in PPP loans.loan forgiveness.

 

Loans Held for Sale. We currently sell certain fixed-rate, 15- and 30-year term, one-to-four family mortgage loans. We have sold loans on both a servicing-released and servicing-retained basis to: the FHLB-Cincinnati, through its mortgage purchase program; Freddie Mac; and certain private sector third-party buyers. Loans held for sale increased $15.0decreased $1.4 million, or 481.9%10.3%, to $18.1$12.0 million at September 30, 2020March 31, 2021 from $3.1$13.3 million at December 31, 2019, as a result of increased origination of2020. Origination volumes for loans to be soldheld for sale have slowed recently due to decliningthe increase in mortgage interest rates. If the low interest rate environment continues, we would expect to continue to experience increased origination and sale activity in future periods.

 


During the ninethree months ended September 30, 2020,March 31, 2021, we sold $246.0had proceeds of $93.6 million from sales of one-to- four family residential loans, on both a servicing–retained and servicing–released basis. Recent economic events, including a reduction in interest rates by the Federal Reserve Board, in its efforts to address the overall economic slowdown brought about by the COVID-19 pandemic, have reduced mortgage interest rates and have had a favorable impact on our originations of fixed-rate mortgage loans, which we have classified as held for sale to the secondary market. Management intends to continue this sales activity in future periods to generate gains on sale and servicing fee income, particularly if the prevailing low interest rate environment persists. During the nine months ended September 30, 2020, we hired an additional five mortgage loan officers and nine lending and loan servicing support personnel.income.

 

Mortgage Servicing Rights. We recognize mortgage servicing rights when loans are sold on a servicing-retained basis, which are initially, and subsequently, carried at fair value based upon independent third-party appraisals. The fair value of our mortgage servicing rights, based upon the most recent appraisal, increased $402,000,$309,000, or 33.1%15.2%, to $1.6$2.3 million at September 30, 2020,March 31, 2021, from $1.2$2.0 million at December 31, 2019,2020, primarily due to the increased balance of mortgage loans serviced for others. The appraisedprepayment speed assumptions were derived using data and projections from FNMA. FNMA is projecting a slowdown in originations and refinances in 2021 and continuing into 2022. A slowdown in mortgage activity would have a favorable impact on the fair value servicing multiple of our mortgage servicing rights was adversely impacted by the increasedas prepayment speed assumptions used in the appraisal as a result of the current low interest rate environment.speeds would likely decrease. The balance of residential mortgage loans serviced for others increased to $187.7$253.7 million at September 30, 2020March 31, 2021 compared to $103.9$230.2 at December 31, 2019.2020. New mortgage servicing rights recorded for the ninethree months ended September 30, 2020March 31, 2021 were $1.0 million,$367,000, offset by a decrease in the fair value of mortgage servicing rights of $587,000.$59,000. The appraised value of the mortgage servicing rights decreased 9increased four basis points to 0.86%0.92% during the quarter ended September 30, 2020.March 31, 2021.

 

Deposits.Deposits increased $4.1$3.2 million, or 2.9%2.1%, to $147.5$155.4 million at September 30, 2020March 31, 2021 from $143.4$152.2 million at December 31, 2019.2020. Core deposits, defined as demand and savings accounts, increased $14.2$7.8 million, or 21.5%8.6%, to $80.4$97.8 million at September 30, 2020March 31, 2021 from $66.2$90.0 million at December 31, 2019.2020. The increase was primarily the result of deposit shifts from time deposits to more liquid savings accounts paying a competitive interest rate on larger account balances. Time deposits decreased $10.1$4.6 million, or 13.1%7.3%, to $67.1$57.6 million at September 30, 2020March 31, 2021 from $77.2$62.2 million at December 31, 2019.2020. The reduction in time deposits is part of a planned strategy to reduce our dependence on higher cost funding sources and increase checking and savings account balances. Certificates originated through the National CD Rateline service decreased to $5.8totaled $5.6 million at September 30, 2020,March 31, 2021, and are included in the decrease in time deposits noted above.

 

During the ninethree months ended September 30, 2020,March 31, 2021, management continued its strategy of pursuing growth in lower cost core deposits. The Bank engaged a third-party marketing firm specializing in checking account promotions, and initiated a program designed to increase new account originations. This marketing program began in January 2020 and resulted in new account openings in accordance with our expectations, but was temporarily suspended in mid-March 2020 as we closed the lobbies in our branch offices due to the COVID-19 pandemic. The program was resumed mid-May 2020 when we re-opened our office lobbies to customers.customers but was paused again in the third quarter of 2020 as the COVID-19 outbreak surged in Ohio and Kentucky and our lobbies were closed. The marketing program has resumed in the first quarter of 2021 and is scheduled to continue throughout the remainder of the year. Additionally, our tenant, PNC Bank has informed us they will be terminating their lease and relocating the branch office located on our first floor at the end of May 2021. We intend to occupy the vacated full-service branch location with an opening targeted for mid-June 2021.

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Federal Home Loan Bank Advances. Federal Home Loan Bank advances decreased $6.7 million, or 14.1%, to $40.5remained unchanged at $38.4 million at September 30, 2020. The decrease in FHLBMarch 31, 2021. We intend to repay these advances is part of management’s strategy to reduce wholesale funding when appropriate to achieve aas they mature or refinance at lower cost of funds.interest rates.

 

Stock Subscription Proceeds in Escrow. Stock subscription proceeds held in escrow of $23.4 million as of December 31, 2019, were eliminated with the closing of the conversion on January 22, 2020. As previously disclosed, $9.8 million of these funds were returned to potential investors due to the over-subscription in excess of the maximum offering amount and the remainder was transferred to stockholders’ equity.

Stockholders’ Equity. Stockholders’ equity increased $15.9$1.3 million, or 66.7%3.1%, to $39.7$42.8 million at September 30, 2020March 31, 2021 from $23.8$41.5 million at December 31, 2019.2020. The increase was primarily due to the $14.1$1.3 million net proceeds from the stock offering andin net income of $1.4 million for the ninethree month period ended September 30, 2020.March 31, 2021.

 


Comparison of Operating Results for the Three Months Ended September 30,March 31, 2021 and March 31, 2020 and September 30, 2019

 

General.The Company recorded net income of $939,000$1.3 million for the quarter ended September 30, 2020,March 31, 2021, an increase of $792,000$1.5 million over the net loss of $226,000 for the quarter ended September 30, 2019.March 31, 2020. The increase in net income was primarily due to a $2.6$3.0 million increase in noninterest income, primarily due to a $2.7$2.4 million increase in gain on sale of loans, a $44,000 increase in net interest income and a $65,000 decrease in the provision for loan losses, which waswere partially offset by a $1.5$1.2 million increase in noninterest expense and a $237,000$424,000 increase in federal income tax expense and a $73,000 decrease in net interest income.expense.

Interest and Dividend Income. Interest income decreased $221,000,$207,000, or 10.2%9.8%, to $1.9 million for the quarter ended September 30, 2020March 31, 2021 compared to the comparable quarter in 2019.2020. Interest income on loans decreased $173,000,$130,000, or 8.3%6.5%, to $1.9 million as of September 30, 2020.March 31, 2021. The average balance of portfolio loans during the three months ended September 30, 2020March 31, 2021 decreased $15.0$10.0 million to $166.5$170.6 million, compared to the three months ended September 30, 2019.March 31, 2020. The decrease in average portfolio loans outstanding was primarily concentrated in one to four family owner-occupied mortgage loans as prepayments increased during the quarter.2020. The average yield on loans decreased 1312 basis points to 4.30%4.25% for the three months ended September 30, 2020March 31, 2021 from 4.43%4.37% for the three months ended September 30, 2019.March 31, 2020. The average balance of loans held for sale increased $13.1$8.1 million, or 280.5%139.2%, during the quarter ended September 30, 2020March 31, 2021 compared to the same quarter in 2019,2020, while the average yield on loans held for sale decreased 7074 basis points, to 2.80%2.00% for the three months ended September 30, 2020March 31, 2021 from 3.50%2.74% for the same quarter in 2019.2020.

 

Interest income on securities increased $2,000,decreased $5,000, or 40.1%20.0%, for the three months ended September 30, 2020.March 31, 2021. The average balance of securities increased $4.9$2.7 million to $5.8$8.6 million at September 30, 2020.March 31, 2021. The yield on securities decreased 13383 basis points due to lower market interest rates. Interest income on other interest-earning assets decreased $50,000,$71,000, or 68.5%83.5%. The average balance on other interest-earning assets increased $13.8 million. The yield on other interest-bearing assets decreased 201125 basis points due to a lower dividend rate paid on FHLB stock and the decline in short term interest rates. The average balance on other interest-earning assets increased $5.8 million.

 

Interest Expense.Total interest expense decreased $149,000,$252,000, or 19.5%33.5%, to $614,000$500,000 for the quarter ended September 30, 2020March 31, 2021 from $763,000$752,000 for the quarter ended September 30, 2019.March 31, 2020. Interest expense on deposit accounts decreased $103,000,$211,000, or 21.0%41.9%, to $386,000$292,000 for the quarter ended September 30, 2020 fromMarch 31, 2021 compared to the quarter ended September 30, 2019.March 31, 2020. The decrease in deposit expense between comparable quarters in 20202021 from 20192020 was primarily due to a 4669 basis point decrease in the average cost of deposits primarily due to lower market interest rates.

 

Interest expense on savings decreased $32,000,$28,000, or 61.5%54.9%, during the quarter ended September 30, 2020March 31, 2021 compared to the quarter ended September 30, 2019,March 31, 2020, due to lower market interest rates. The average balance of savings accounts increased $7.4$12.2 million. Interest expense on interest-bearing demand accounts decreased $29,000$20,000 to $9,000$11,000 for the quarter ended September 30, 2020.March 31, 2021. The average cost of interest-bearing demand deposits decreased 49 basis points to 0.14%. The average balances in interest-bearing demand accounts increased $12.4$11.8 million during the three months ended September 30, 2020March 31, 2021 compared to September 30, 2019.March 31, 2020. Interest expense on certificates of deposit decreased $41,000,$163,000, or 10.3%38.7%. The average cost of certificates decreased 1346 basis points to 2.06%1.77%. The average balance of certificates of deposit decreased $3.4$15.1 million to $69.3$60.4 million at September 30,for the three months ended March 31, 2021 compared to the same period ended March 31, 2020.

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Interest expense on FHLB advances decreased $46,000,$41,000, or 16.7%16.4%, to $229,000$208,000 for the quarter ended September 30, 2020March 31, 2021 from $275,000 for the quarter ended September 30, 2019.March 31, 2020. The average balance of advances decreased $9.0$6.1 million, or 18.1%13.8%, for the quarter ended September 30, 2020.March 31, 2021. The average cost of FHLB borrowings increased 4decreased six basis points to 2.24%2.17% for the quarter ended September 30, 2020.March 31, 2021.

Net Interest Income. Net interest income decreased $73,000,increased $44,000, or 5.2%3.2%, to $1.3 million for the quarter ended September 30, 2020March 31, 2021 compared to the same quarter in 2019.2020. The interest rate spread decreasedincreased to 2.27%2.33% for the quarter ended September 30, 2020March 31, 2021 compared to 2.63%2.24% for the quarter ended September 30, 2019.March 31, 2020. The net interest margin decreased 35 basis points to 2.47%remained unchanged at 2.54% for the quarterquarters ended September 30, 2020 compared to 2.82% for the quarter ended September 30, 2019.March 31, 2021 and 2020.

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Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies – Allowance for Loan Losses” we did not record a provision for loan losses for the three months ended September 30, 2020.March 31, 2021. The allowance for loan losses was $1.5$1.7 million, or 0.86%0.92% of total loans, at September 30, 2020,March 31, 2021, compared to $1.4$1.5 million, or 0.76%0.80% of total loans, at September 30, 2019.March 31, 2020. The Company had no net charge-offs during the three-month period ended September 30, 2020.March 31, 2021. As a percentage of nonperforming loans, the allowance for loan losses was 843.5%644.1% at September 30, 2020. Additionally, the balanceMarch 31, 2021. Total loans past due were $518,000, or 0.3%, of total portfolio loans outstanding decreased $6.7 million, or 3.7%, at September 30, 2020 compared to DecemberMarch 31, 2019.2021.

 

The credit quality of the Bank’s loan portfolio remained consistent with recent periods, as measured by low levels of nonperforming and delinquent loans, classified loans and impaired loans. However, in recognitionAs of the recent economic decline brought about by the COVID-19 pandemic, to potentially affect certain of our borrowers,March 31, 2021, we adjusted the qualitative factors inherent in our evaluation of the allowance forhad no loans deferring loan losses related to the overall economy to account for the uncertain impact of recent economic events. Further, the Bank does not havepayments under a direct exposure to the hospitality, restaurant, travel, energy, aviation, healthcare or senior living industries.forbearance agreement. Management continues to monitor its loan portfolio closely in recognition of the economic uncertainties resulting from COVID-19.

 

The allowance for loan losses reflects the estimate we believe to be adequate to cover probable losses which were inherent in the loan portfolio at September 30, 2020.March 31, 2021. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

 

Non-Interest Income. Non-interest income increased $2.6$3.0 million, or 379.7%572.0%, to $3.3$3.5 million for the quarter ended September 30, 2020March 31, 2021 from $681,000$528,000 for the comparable quarter in 2019.2020. The gain on sale of loans increased $2.7$2.4 million, or 488.5%551.8%, to $3.2$2.9 million for the quarter ended September 30, 2020March 31, 2021 from $544,000$438,000 for the comparable quarter in 2019.2020. The volume of loans sold during the three months ended September 30, 2020March 31, 2021 totaled $127.2$90.7 million, an increase of $102.6$67.8 million, or 417.1%295.5%, over the $24.6$22.9 million loan sales volume during the three months ended September 30, 2019.March 31, 2020.

 

Mortgage servicing costs, net of fees increased $56,000, or 63.8%,$190,000, primarily due primarily to a decreasean increase in the fair valuebalance of mortgage servicing rights at September 30,loans serviced for others during the three months ended March 31, 2021 compared to the same period in 2020. The value of mortgage servicing rights decreased $235,000$59,000 for the quarter ended September 30, 2020March 31, 2021 compared to a decrease in the fair value of $152,000$170,000 for the comparable quarter in 2019.2020. The change in fair value of mortgage servicing rights is highly dependent on estimated changes in mortgage prepayment speeds. Generally, estimated mortgage prepayment speeds increase when market interest rates decrease, resulting in a decrease in the fair value of mortgage servicing rights. With the decline in interest rates initiated by the Federal Reserve Board in March 2020, an increase in the mortgage prepayment speed assumption had an adverse impact on the fair value of our mortgage servicing rights.rights during 2020. The decline in value of the mortgage servicing rights was partially offset by the recognition of $594,000$367,000 in new mortgage servicing rights for the quarter ended September 30, 2020March 31, 2021 compared to $60,000$42,000 in new mortgage servicing rights for the quarter ended September 30, 2019.March 31, 2020. During the three months ended September 30, 2020March 31, 2021 we funded $69.1$39.9 million in loans serviced for others. No mortgage servicing rights are recorded for loans sold on a servicing-released basis.

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Non-Interest Expense. Non-interest expense increased $1.5$1.2 million, or 79.4%54.1%, to $3.4$3.3 million for the quarter ended September 30, 2020,March 31, 2021, over the comparable quarter in 2019.2020. Salaries and employee benefits increased $1.2 million,$894,000, or 110.4%68.8%, to $2.3$2.2 million for the quarter ended September 30, 2020March 31, 2021 from $1.1$1.3 million for the comparable quarter in 2019,2020, due primarily to increased mortgage lending and servicing support staff, increased loan officer commission expense, and related increased payroll tax expense and 401(k) matching contributions. During the nine months ended September 30, 2020, we hired an additional five mortgage loan officers and nine lending and loan servicing support personnel. Similarly, loanLoan costs increased $77,000,$145,000, or 65.4%213.2%, due to the increased loan volume. Advertising expense increased $65,000 due to the aforementioned checking account marketing program that began January 2020. This program had been temporarily suspended due to the COVID-19 pandemic but resumed in mid-May 2020. Data processing expense increased $46,000,$94,000, or 34.1%77.2%, due to additional commercial deposit services and account growth. Advertising expense decreased $31,000 due to start-up costs on the aforementioned checking account marketing program that originally began January 2020.

 

Federal Income Taxes. FederalThe provision for federal income tax expense increased $237,000, or 1,377.5%taxes was $350,000 for the quarterthree months ended September 30, 2020March 31, 2021, compared to the same quarter in 2019.a tax benefit of $73,000 for March 31, 2020, an increase of $424,000. The increase was due primarily to the $1.0$2.0 million or 630.2%, increase in income before income tax for the quarter ended September 30, 2020.March 31, 2021. The effective tax rates were 21.3%20.9% and 10.5%24.5% for the three months ended September 30,March 31, 2021 and 2020, and 2019, respectively. The lower effective tax rate for the three months ended September 30, 2019 was due to a merger related tax adjustment.

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Average Balances and Yields. The following tables set forth average balance sheets, average yields and costs, and certain other information at the dates and for the periods indicated. No tax-equivalent yield adjustments have been made. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant. All average balances are monthly average balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Non-accrual loans are included in the computation of average balances only. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

 

  For the Three Months Ended September 30, 
  2020  2019 
  Average
Outstanding
Balance
  Interest  Average
Yield/Rate
(5)
  Average
Outstanding
Balance
  Interest  Average
Yield/Rate
(5)
 
  (Dollars in thousands) 
Interest-earning assets:                        
Loans $166,519  $1,792   4.30% $181,473  $2,050   4.43%
Loans held for sale  17,828   125   2.80   4,686   41   3.50 
Securities  5,775   8   1.39   883   6   2.72 
Other (1)  26,167   23   0.35   12,350   73   2.36 
Total interest-earning assets  216,289   1,948   3.60   199,392   2,170   4.35 
Non-interest-earning assets  16,145           13,431         
Total assets $232,434          $212,823         
                         
Interest-bearing liabilities:                        
Savings $42,792  $20   0.19  $35,381  $52   0.59 
Interest-bearing demand  31,563   9   0.11   19,114   38   0.80 
Certificates of deposit  69,266   356   2.06   72,676   398   2.19 
Total deposits  143,621   385   1.07   127,171   488   1.53 
Borrowings  40,893   229   2.24   49,901   275   2.20 
Total interest-bearing liabilities  184,514   614   1.33   177,072   763   1.72 
Non-interest-bearing Demand  11,460           9,233         
Other non-interest-bearing liabilities  4,157           3,632         
Total non- interest-bearing liabilities  15,617           12,865         
Total equity  32,303           22,886         
Total liabilities and total equity $232,434          $212,823         
Net interest income     $1,334          $1,407     
Net interest rate spread (2)          2.27%          2.63%
Net interest-earning assets (3) $31,775          $22,320         
Net interest margin (4)          2.47%          2.82%
Average interest-earning assets to interest-bearing liabilities          117.22%          112.61%

(1)Consists of FHLB-Cincinnati stock, FHLB DDA, certificates of deposit, fed funds sold, and cash reserves.
(2)Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
(3)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4)Net interest margin represents annualized net interest income divided by average total interest-earning assets.
(5)Annualized.


Comparison of Operating Results for the Nine Months Ended September 30, 2020 and September 30, 2019

General. Net income for the nine months ended September 30, 2020 was $1.4 million compared to net income of $458,000 for the nine months ended September 30, 2019, a $978,000, or 213.5% increase. The increase in net income was primarily due to a $4.2 million increase in noninterest income, partially offset by a $171,000 decrease in net interest income, a $40,000 increase in the provision for loan losses, a $2.7 million increase in noninterest expense and a $301,000 increase in the provision for income taxes.

Interest and Dividend Income. Interest income decreased $230,000, or 3.6%, to $6.1 million for the nine months ended September 30, 2020 compared to the comparable period in 2019. Interest income on loans decreased $170,000, or 2.8%, to $5.9 million for the nine months ended September 30, 2020. The average balance of portfolio loans during the nine months ended September 30, 2020 decreased $2.9 million to $174.6 million. The decrease in average portfolio loans outstanding was primarily concentrated in residential mortgage loans as prepayments increased with lower market interest rates. The average yield on portfolio loans decreased 19 basis points to 4.33% for the nine months ended September 30, 2020 from 4.52% for the nine months ended September 30, 2019. The average balance of loans held for sale increased $9.8 million, or 287.9%, during the nine months ended September 30, 2020 compared to the same period in 2019, while the average yield on loans held for sale decreased 102 basis points, to 2.73% for the nine months ended September 30, 2020 from 3.75% for the same period in 2019.

Interest income on securities increased $43,000, or 352.7%, for the nine months ended September 30, 2020 compared to the same period in 2019. The average balance of securities increased $5.2 million to $5.9 million at September 30, 2020. The yield on securities decreased 110 basis points due primarily to lower market interest rates. Interest income on other interest-earning assets decreased $102,000, or 43.3%. The average balance on other interest-earning assets increased $9.7 million. The yield on other interest-bearing assets decreased 198 basis points due primarily to the decline in market interest rates attributable to the Federal Reserve’s response to COVID-19.

Interest Expense. Total interest expense decreased $59,000, or 2.8%, to $2.0 million for the nine months ended September 30, 2020 from $2.1 million for the nine months ended September 30, 2019. Interest expense on deposit accounts decreased $103,000, or 7.2% for the nine months ended September 30, 2020 primarily due to lower market interest rates. Average interest-bearing deposit account balances increased $9.5 million, or 7.3%, period-to-period, while the average deposit cost decreased 20 basis points to 1.26% for the nine months ended September 30, 2020 from 1.46% for the same period in 2019.

Interest expense on savings accounts decreased $33,000, or 26.0% during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The average balance of savings accounts increased $6.2 million, while the average cost of savings accounts decreased 18 basis points to 0.31% for the nine months ended September 30, 2020. Interest expense on interest-bearing demand accounts decreased $60,000, or 54.1%, to $51,000 for the nine months ended September 30, 2020. The average cost of interest-bearing demand accounts decreased 50 basis points to 0.26% for the nine months ended September 30, 2020, and the average balances in interest-bearing demand accounts increased $6.6 million during the nine months ended September 30, 2020 compared to the same period in 2019. Interest expense on certificates of deposit decreased $10,000, or 0.8%. The average cost of certificates increased 8 basis points to 2.16%. The average balance on certificates of deposit decreased $3.4 million to $72.4 million for the nine months ended September 30, 2020.

Interest expense on FHLB advances increased $44,000, or 6.5%, to $717,000 for the nine months ended September 30, 2020 from $673,000 for the nine months ended September 30, 2019. The average balance of advances increased $2.5 million, or 6.0%, for the nine months ended September 30, 2020. The average cost of FHLB borrowings increased 1 basis point.

Net Interest Income. Net interest income decreased $171,000, or 4.0%, to $4.1 million for the nine months ended September 30, 2020 compared to the same nine months in 2019. The interest rate spread decreased by 44 basis points to 2.32% for the nine months ended September 30, 2020 compared to 2.76% for the nine months ended September 30, 2019. The net interest margin decreased 40 basis points to 2.55% for the nine months ended September 30, 2020 compared to 2.95% for the nine months ended September 30, 2019.

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Provision for Loan Losses. A provision for loan losses of $65,000 was recorded for the nine months ended September 30, 2020, an increase of $40,000 for the nine months ended September 30, 2020. The allowance for loan losses was $1.5 million, or 0.86% of total loans, at September 30, 2020, compared to $1.4 million, or 0.76% of total loans, at September 30, 2019. The Company had no net charge-offs during the nine month period ended September 30, 2020. As a percentage of nonperforming loans, the allowance for loan losses was 843.5% at September 30, 2020. There was no other real estate owned at September 30, 2020.

The credit quality of the Bank’s loan portfolio remained consistent with recent periods, as measured by low levels of nonperforming and delinquent loans, classified loans and impaired loans. However, in recognition of the recent economic decline brought about by the COVID-19 pandemic, to potentially affect certain of our borrowers, we adjusted the qualitative factors inherent in our evaluation of the allowance for loan losses related to the overall economy to account for the uncertain impact of recent economic events. Further, while the Bank does not have a direct exposure to the hospitality, restaurant, travel, energy, aviation, healthcare or senior living industries, management deemed it prudent to increase the allowance for loan losses during the nine months ended September 30, 2020 in recognition of the economic uncertainties.

The allowance for loan losses reflects the estimate we believe to be adequate to cover probable losses which were inherent in the loan portfolio at September 30, 2020. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Non-Interest Income. Non-interest income increased $4.2 million, or 213.5%, to $6.2 million for the nine months ended September 30, 2020 from $2.2 million for the comparable nine months in 2019. The gain on sale of loans increased $4.6 million, or 369.5%, to $5.9 million for the nine months ended September 30, 2020 from $1.3 million for the comparable nine months in 2019. The volume of loans sold during the nine months ended September 30, 2020 totaled $251.9 million, an increase of $193.4 million, or 330.6%, over the $58.5 million loan sales volume during the nine months ended September 30, 2019.

Mortgage servicing fees decreased $444,000, due primarily to a decrease in the fair value of mortgage servicing rights at September 30, 2020. The value of mortgage servicing rights decreased $587,000 for the nine months ended September 30, 2020, compared to an increase in the fair value of $80,000 for the comparable period in 2019. The change in fair value of mortgage servicing rights is highly dependent on estimated changes in mortgage prepayment speeds. Generally, estimated mortgage prepayment speeds increase when market interest rates decrease, resulting in a decrease in the fair value of mortgage servicing rights. With the sharp decline in interest rates initiated by the Federal Reserve Board in March 2020, an increase in the mortgage prepayment speed assumption had an adverse impact on the fair value of our mortgage servicing rights. The decrease in the value of mortgage servicing rights was offset by a $989,000 increase in the recognition of new servicing rights on the sale of loans. During the nine months ended September 30, 2020 we funded $110.3 million in loans serviced for others. No mortgage servicing rights are recorded for loans sold on a servicing-released basis.

Non-Interest Expense. Non-interest expense increased $2.7 million, or 47.9%, to $8.4 million for the nine months ended September 30, 2020, over the comparable nine months in 2019. Salaries and employee benefits increased $2.4 million, or 75.7%, to $5.5 million for the nine months ended September 30, 2020 from $3.1 million for the comparable nine months in 2019, due primarily to increased staffing levels of the mortgage-banking and loan servicing operations, loan officer commission expense, increased healthcare costs, and increased payroll expense. During the nine months ended September 30, 2020, we hired an additional five mortgage loan officers and nine lending and loan servicing support personnel. Loan costs increased $136,000, or 48.9% due to the increase in loan origination volume. Advertising expense increased $115,000, or 151.9%, due to the aforementioned checking account marketing program that we began January 2020. This program had been temporarily suspended due to the COVID-19 pandemic but resumed mid-May 2020. Offsetting these increases were a $85,000, or 16.4%, decrease in data processing expense, due primarily to the elimination of Kentucky Federal’s separate data processing fees and a change in debit card processors during 2019 which resulted in lower debit and ATM card processing costs. FDIC deposit insurance premiums decreased $19,000 resulting from a credit allocated to all financial institutions.


Federal Income Taxes. Federal income tax expense increased $301,000, or 501.6%, to $362,000 for the nine months ended September 30, 2020 compared to the same period in 2019. The increase was due primarily to the $1.3 million, or 246.9%, increase in income before income taxes for the nine months ended September 30, 2020. The effective tax rates were 20.1% and 11.6% for the nine months ended September 30, 2020 and 2019, respectively. The lower effective tax rate for the nine months ended September 30, 2019 was due to a merger related tax adjustment.


Average Balances and Yields. The following tables set forth average balance sheets, average yields and costs, and certain other information at the dates and for the periods indicated. No tax-equivalent yield adjustments have been made. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant. All average balances are monthly average balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Non-accrual loans are included in the computation of average balances only. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

 For the Nine Months Ended September 30,  For the Three Months Ended March 31, 
 2020  2019  2021  2020 
 Average
Outstanding
Balance
  Interest  Average
Yield/Rate
(5)
  Average
Outstanding
Balance
  Interest  Average
Yield/Rate
(5)
  Average
Outstanding
Balance
  Interest  Average
Yield/Rate
(5)
  Average
Outstanding
Balance
  Interest  Average
Yield/Rate
(5)
 
 (Dollars in thousands)  (Dollars in thousands) 
Interest-earning assets:                                                
Loans $174,561  $5,672   4.33% $177,462  $6,018   4.52% $170,590  $1,811   4.25% $180,554  $1,971   4.37%
Loans held for sale  13,239   271   2.73   3,413   96   3.75   13,984   70   2.00   5,847   40   2.74 
Securities  5,930   55   1.24   685   12   2.34   8,637   21   0.97   5,986   27   1.80 
Other (1)  20,724   134   0.86   11,072   236   2.84   29,395   14   0.19   23,546   85   1.44 
Total interest-earning assets  214,454   6,132   3.81   192,632   6,362   4.40   222,606   1,916   3.44   215,933   2,123   3.93 
Non-interest-earning assets  17,215           13,639           15,841           14,028         
Total assets $231,669          $206,271          $238,447          $229,961         
                                                
Interest-bearing liabilities:                                                
Savings $40,660  $94   0.31  $34,446  $127   0.49  $50,566  $23   0.18  $38,354  $51   0.53 
Interest-bearing demand  26,240   51   0.26   19,593   111   0.76   31,531   11   0.14   19,722   31   0.63 
Certificates of deposit  72,385   1,172   2.16   75,782   1,182   2.08   60,357   258   1.77   75,479   421   2.23 
Total deposits  139,285   1,317   1.26   129,821   1,420   1.46   142,454   292   0.82   133,555   503   1.51 
Borrowings  43,221   717   2.21   40,768   673   2.20   38,412   208   2.17   44,548   248   2.23 
Total interest-bearing liabilities  182,506   2,034   1.49   170,589   2,093   1.64   180,866   500   1.11   178,103   751   1.69 
Non-interest-bearing Demand  14,412           9,434           17,802           19,081         
Other non-interest-bearing liabilities  3,919           3,511           4,569           3,602         
Total non- interest-bearing liabilities  18,331           12,945           22,371           22,683         
Total equity  30,832           22,737           35,210           29,175         
Total liabilities and total equity $231,669          $206,271          $238,447          $229,961         
Net interest income     $4,098          $4,269          $1,416          $1,372     
Net interest rate spread (2)          2.32%          2.76%          2.33%          2.24%
Net interest-earning assets (3) $31,948          $22,043          $41,740          $37,830         
Net interest margin (4)          2.55%          2.95%          2.54%          2.54%
Average interest-earning assets to interest-bearing liabilities          117.51%          112.92%          123.08%          121.24%

 

 

(1)Consists of FHLB-Cincinnati stock, FHLB DDA, certificates of deposit, fed funds sold, and cash reserves.

(2)Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(3)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)Net interest margin represents annualized net interest income divided by average total interest-earning assets.

(5)Annualized.

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Liquidity and Capital Resources. Liquidity is the ability to meet financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. The Bank’s primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from the sale or maturities of securities. In addition, the Bank may borrow from the FHLB. At September 30, 2020,March 31, 2021, the Bank had $40.5$38.4 million outstanding in advances from the FHLB. At September 30, 2020,March 31, 2021, the Bank had collateral based capacity to borrow an additional $30.6$28.2 million. The Bank had additional lines of credit with three commercial banks totaling $11.5 million. Additionally, the Bank has contingent funding sources with CDARS and the StoneCastle’s Federally Insured Cash Account (FICA) program.

 

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

 

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $1.7 million for the three months ended March 31, 2021 and cash used in operating activities was $12.7 million and $4.0$5.9 million for the ninethree months ended September 30,March 31, 2020, and 2019, respectively. Net cash provided byused in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from maturing securities and pay downs on mortgage-backed securities, was $9.2$9.6 million and net cash used in investing activities was $15.0$2.3 million for the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, respectively. Net cash provided by (used in) provided by financing activities, consisting primarily of the activity in deposit accounts and FHLB advances, was $(12.4$2.6 million and ($13.9 million) and $22.8 million for the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, respectively.

 

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained. We also anticipate continued participation in the National CD Rateline Program as a wholesale source of certificates of deposit, and continued use of FHLB-Cincinnati advances.

 

Cincinnati Bancorp, Inc. is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividend to its stockholders, to fund repurchases of its common stock, and for other corporate purposes. The Company’s primary source of liquidity is dividend payments, if any, received from the Bank. The Bank’s ability to pay dividends is subject to regulatory restrictions. At September 30, 2020,March 31, 2021, Cincinnati Bancorp, Inc. (on an unconsolidated, stand-alone basis) had liquid assets of $6.5$6.3 million.

 

At September 30,March 31, 2021, the Bank exceeded all of its regulatory capital requirements with a Tier 1 leverage capital level of $36.2 million, or 15.2% of adjusted total assets, which is above the well-capitalized required level of $12.0 million, or 5.0%; total risk-based capital of $37.9 million, or 22.0% of risk-weighted assets, which is above the well-capitalized required level of $17.2 million, or 10.0% of risk-weighted assets; and common equity tier 1 risk based capital of $36.2 million, or 21.0%, of risk-weighted assets, which is above the well-capitalized required level of $11.2 million, or 6.5%. At December 31, 2020, the Bank exceeded all of its regulatory capital requirements with a Tier 1 leverage capital level of $33.0$34.8 million, or 14.3%14.8% of adjusted total assets, which is above the well-capitalized required level of $11.5$11.8 million, or 5.0%; and total risk-based capital of $34.5$36.5 million, or 20.4%22.0% of risk-weighted assets, which is above the well-capitalized required level of $16.9 million, or 10.0% of risk-weighted assets; and common equity tier 1 risk based capital of $33.0 million, or 19.5%, of risk-weighted assets, which is above the well-capitalized required level of $11.0 million, or 6.5%. At December 31, 2019, the Bank exceeded all of its regulatory capital requirements with a Tier 1 leverage capital level of $23.5 million, or 10.2% of adjusted total assets, which is above the well-capitalized required level of $11.5 million, or 5.0%; and total risk-based capital of $24.9 million, or 16.3% of risk-weighted assets, which is above the well-capitalized required level of $15.3$16.6 million, or 10.0% of risk-weighted assets. Accordingly, Cincinnati Federal was categorized as well capitalized at September 30, 2020,March 31, 2021, and December 31, 2019.2020. Management is not aware of any conditions or events since the most recent notification that would change Cincinnati Federal’s category.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable, as the Company is a smaller reporting company.

 

Item 4.Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2020.March 31, 2021. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

 

During the quarter ended September 30, 2020,March 31, 2021, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II – Other Information

 

Item 1.Legal Proceedings

 

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

 

Item 1A.Risk Factors

 

In addition to the other information disclosed in this quarterly report, particularly the disclosures under “Part I – Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Coronavirus (COVID-19) Impact”:

 

The COVID-19 pandemic has adversely impacted our business and financial results and that of many of our customers, and the ultimate impact will depend on future developments, which are highly uncertain, cannot be predicted and outside of our control, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

 

The COVID-19 pandemic has created extensive disruptions to the global economy and to the lives of individuals throughout the world. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal and monetary stimulus, and legislation designed to deliver financial aid and other relief. While the scope, duration, and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and the efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted market interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. If these effects continue for a prolonged period or result in sustained economic stress or recession, the effects of COVID-19 could have a material adverse impact on us in a number of ways as described in more detail below.

 


Credit Risk – Our risks of timely loan repayment and the value of collateral supporting the loans are affected by the strength of our borrowers’ businesses. Concern about the spread of COVID-19 has caused and is likely to continue to cause business shutdowns, limitations on commercial activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced profitability and ability for property owners to make mortgage payments, and overall economic and financial market instability, all of which may cause our customers to be unable to make scheduled loan payments. Hotel and restaurant operators and others in the leisure, hospitality and travel industries and the agricultural industry, among other industries, have been particularly hurt by COVID-19. At September 30, 2020,March 31, 2021, we had no direct loan exposure to the hospitality, restaurant, travel, energy, aviation, healthcare or senior living industries. If the effects of COVID-19 result in widespread and sustained repayment shortfalls on loans in our portfolio, we could incur significant delinquencies, foreclosures and credit losses, particularly if the available collateral is insufficient to cover our credit exposure. The future effects of COVID-19 on economic activity could negatively affect the collateral values associated with our existing loans, the ability to liquidate the real estate collateral securing our residential and commercial real estate loans, our ability to maintain loan origination volume and to obtain additional financing, the future demand for or profitability of our lending and services, and the financial condition and credit risk of our customers. Further, in the event of delinquencies, regulatory changes and policies designed to protect borrowers may slow or prevent us from making our business decisions or may result in a delay in our taking certain remediation actions, such as foreclosure. In addition, we have unfunded commitments to extend credit to customers. During a challenging economic environment like now, our customers depend more on our credit commitments and increased borrowings under these commitments could adversely impact our liquidity. Furthermore, in an effort to support our communities during the pandemic, we are participating in the Paycheck Protection Program under the CARES Act whereby loans to small businesses are made and those loans are subject to the regulatory requirements that would require forbearance of loan payments for a specified time or that would limit our ability to pursue all available remedies in the event of a loan default. If the borrower under the PPP loan fails to qualify for loan forgiveness, we are at the heightened risk of holding these loans at unfavorable interest rates as compared to the loans to customers that we would have otherwise extended credit.

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Strategic Risk – Our success may be affected by a variety of external factors that may affect the price or marketability of our products and services, changes in interest rates that may increase our funding costs, reduced demand for our financial products due to economic conditions and the various response of governmental and nongovernmental authorities. The COVID-19 pandemic has significantly increased economic and demand uncertainty and has led to disruption and volatility in the global capital markets. Furthermore, many of the governmental actions have been directed toward curtailing household and business activity to contain COVID-19. These actions have been rapidly expanding in scope and intensity. For example, in many of our markets, local governments have acted to temporarily close or restrict the operations of most businesses. The future effects of COVID-19 on economic activity could negatively affect the future banking products we provide, including a decline in originating loans.

 

Operational Risk – Current and future restrictions on our workforce’s access to our facilities could limit our ability to meet customer servicing expectations and have a material adverse effect on our operations. We rely on business processes and branch activity that largely depend on people and technology, including access to information technology systems as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a portion of our employees working remotely from their homes to have our operations uninterrupted as much as possible. Further, technology in employees’ homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices. The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk from phishing, malware, and other cybersecurity attacks, all of which could expose us to risks of data or financial loss and could seriously disrupt our operations and the operations of any impacted customers.

 

Moreover, we rely on many third parties in our business operations, including the appraiser of the real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses. In light of the developing measures responding to the pandemic, many of these entities may limit the availability and access of their services. If the third-party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect our operations.

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Interest Rate Risk/Market Value Risk – Our net interest income, lending and investment activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0% to 0.25%, citing concerns about the impact of COVID-19 on financial markets and market stress in the energy sector. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in prevailing fair market values of our investment securities and other assets, including our mortgage servicing rights. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition.

 

Because there have been no comparable recent global pandemics that resulted in similar global impact, we do not yet know the full extent of COVID-19’s effects on our business, operations, or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness of our work-from-home arrangements, third party providers’ ability to support our operations, and any actions taken by governmental authorities and other third parties in response to the pandemic. The uncertain future development of this crisis could materially and adversely affect our business, operations, operating results, financial condition, liquidity or capital levels.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)There were no sales of unregistered securities during the period covered by this Report.

The following table provides information regarding the Company’s purchase of its common stock during the quarter ended March 31, 2021:

Period  Total Number of
Shares Purchased
  Average Price
Per Share
  Total Number of
Shares Purchased
of Publicly
Announced
Program (1)
  Maximum Number
of Shares
That May Yet Be
Purchased
Under the Program (1)
 
January 1 to 31, 2021   -  $-   -   148,781 
February 1 to 28, 2021   84  $12.38   84   148,697 
March 1 to 31, 2021   2,719  $12.70   2,803   145,978 

 

(1)(b)Not applicable.On February 16, 2021, the Company announced the adoption of a stock repurchase program under which the Company could repurchase up to 148,781 shares of its common stock, or approximately 5% of the then current outstanding shares. At March 31, 2021, the Company had purchased a total of 2,803 shares of the Company’s common stock under this program at an average price of $12.69 per share, and there remained 145,978 shares still available for repurchase under the program. The timing of the purchases will depend on certain factors, including but not limited to, market conditions and prices, available funds and alternative uses of capital. The stock repurchase program may be carried out through open-market purchases, block trades, negotiated private transactions and pursuant to a trading plan that will be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Any repurchased shares will be held by the Company as authorized but unissued shares. The repurchase program has no expiration date, but may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. The repurchase program does not obligate the Company to purchase any particular number of shares.

46

 

(c)There were no issuer repurchases of securities during the period covered by this Report.

Item 3.Defaults Upon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

 

Not applicable.

 

Item 5.Other Information

 

None.


Item 6.Exhibits

 

3.1Amended and Restated Articles of Incorporation of Cincinnati Bancorp, Inc. (1)

 

3.2Bylaws of Cincinnati Bancorp, Inc. (1)

31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101The following financial information from Cincinnati Bancorp, Inc. Quarterly Report on Form 10-Q, for the quarter ended September 30, 2020,March 31, 2021, formatted in XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets; (ii) the consolidated statements of operations; (iii) the consolidated statements of comprehensive income; (iv) the consolidated statements of cash flows; and (v) notes to consolidated financial statements.

 

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1, as initially filed on September 11, 2019, as subsequently amended.


47

 

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.

 

 CINCINNATI BANCORP, INC.
  
Date:  November 13, 2020May 14, 2021/s/ Robert A. Bedinghaus
 Robert A. Bedinghaus
 Chief Executive Officer
 (Principal Executive Officer)
  
Date:  November 13, 2020May 14, 2021/s/ Herbert C. Brinkman
 Herbert C. Brinkman
 Senior Vice President and Chief Financial Officer
 (Principal Financial and Accounting Officer)

48