UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

FORM 10-Q

 


(Mark One)

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

 

For the quarterly period ended June 30, 20202021

 

or

 

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

 

For the transition from                      to                     

Commission file number: 001-38827


Cortland Bancorp Inc

(Exact name of registrant as specified in its charter)


 

Ohio

 

34-1451118

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

194 West Main Street, Cortland, Ohio

 

44410

(Address of principal executive offices)

 

(Zip code)

330- 637-8040

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)


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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, No Par Value

CLDB

NASDAQ Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

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

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.      Yes ☐    No ☐ 

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

TITLE OF CLASS

  

SHARES OUTSTANDING

Common Stock, No Par Value

  

4,223,1544,256,187 Shares August 3, 2020July 30, 2021



 


 

 
 

PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

 

 

Cortland Bancorp and Subsidiaries:

 

 

 

 

 

 

 

Consolidated Balance Sheets (unaudited) – June 30, 20202021 and December 31, 20192020

2

 

 

 

 

 

 

Consolidated Statements of Income (unaudited) – Three and six months ended June 30, 20202021 and 20192020

3

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (unaudited) – Three and six months ended June 30, 20202021 and 20192020

4

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity (unaudited) – Three and six months ended June 30, 20202021 and 20192020

5

 

 

 

 

 

 

Consolidated Statements of Cash Flows (unaudited) – Six months ended June 30, 20202021 and 20192020

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

7

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

 

 

 

 

Consolidated Average Balance Sheets, Yields and RatesRages – Year-to-Date June 30, 20202021 and June 30, 20192020

28

    
  Consolidated Average Balance Sheets, Yields and Rates – Quarter-to-Date June 30, 2020,2021, March 31, 20202021, and June 30, 2019202029

 

 

 

 

 

 

Selected Financial Data

30

 

 

 

 

 

 

Financial Review

31

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

4644

 

 

 

 

Item 4.

 

Controls and Procedures

4644

 

 

 

 

PART II – OTHER INFORMATION

4745

 

 

Item 1.

 

Legal Proceedings

4745

 

 

 

 

Item 1A.

 

Risk Factors

4745

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

4846

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

4846

 

 

 

 

Item 4.

 

Mine Safety Disclosures

4846

 

 

 

 

Item 5.

 

Other Information

4846

 

 

 

 

Item 6.

 

Exhibits

4947

 

 

 

 

SIGNATURES

5250

 

1


 

 

CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in thousands, except share data)

 

 

June 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

ASSETS

            

Cash and due from banks

 $8,137  $8,448  $8,839  $9,728 

Interest-earning deposits

  24,961   19,367   64,426   26,380 

Total cash and cash equivalents

 33,098  27,815  73,265  36,108 

Investment securities available-for-sale (Note 3)

 162,926  136,131  171,313  167,875 

Regulatory stock (Note 3)

 3,031  2,835  3,031  3,031 

Loans held for sale

 4,563  4,890  3,519  6,876 

Total loans (Note 4)

 528,097  518,716  491,986  556,760 

Less allowance for loan losses (Note 4)

  (5,520)  (4,465)  (5,979)  (6,019)

Net loans

 522,577  514,251  486,007  550,741 

Premises and equipment

 12,034  12,018  11,263  11,693 

Bank-owned life insurance

 17,956  17,768  21,394  21,166 

Other assets

  23,832   21,454   23,206   23,815 

Total assets

 $780,017  $737,162  $792,998  $821,305 
  

LIABILITIES

            

Noninterest-bearing deposits

 $186,211  $133,340  $222,527  $198,499 

Interest-bearing deposits

  462,206   485,041   455,106   502,011 

Total deposits

 648,417  618,381  677,633  700,510 

Securities sold under agreements to repurchase (Note 13)

 3,328  1,922  2,897  1,488 

Federal Home Loan Bank advances - short term

 7,000    0  2,000 

Federal Home Loan Bank advances - long term

 24,000  24,000  10,000  16,000 

Subordinated debt (Note 7)

 5,155  5,155  5,155  5,155 

Other liabilities

  16,345   13,366   14,090   15,147 

Total liabilities

 704,245  662,824  709,775  740,300 
  

SHAREHOLDERS’ EQUITY

            

Common stock - $5.00 stated value - authorized 20,000,000 shares; issued 4,728,267 shares in 2020 and 2019; outstanding shares, 4,223,153 in 2020 and 4,323,822 in 2019

 23,641  23,641 

Common stock - $5.00 stated value - authorized 20,000,000 shares; issued 4,728,267 shares in 2021 and 2020; outstanding shares, 4,256,187 in 2021 and 4,223,153 in 2020

 23,641  23,641 

Additional paid-in capital

 21,069  21,266  21,087  21,238 

Retained earnings

 38,085  36,187  45,185  41,863 

Accumulated other comprehensive income (Note 10)

 3,581  1,168  3,892  4,867 

Treasury stock, at cost, 505,114 shares in 2020 and 404,445 in 2019

  (10,604)  (7,924)

Treasury stock, at cost, 472,080 shares in 2021 and 505,114 in 2020

  (10,582)  (10,604)

Total shareholders’ equity

  75,772   74,338   83,223   81,005 

Total liabilities and shareholders’ equity

 $780,017  $737,162  $792,998  $821,305 

 

See accompanying notes to the unaudited consolidated financial statements of Cortland Bancorp and Subsidiaries

 

2


 

 

CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Amounts in thousands, except per share data)

 

 

THREE MONTHS ENDED

 

SIX MONTHS ENDED

  

THREE MONTHS ENDED

 

SIX MONTHS ENDED

 
 

JUNE 30,

  

JUNE 30,

  

JUNE 30,

  

JUNE 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

INTEREST AND DIVIDEND INCOME

                    

Interest and fees on loans

 $5,767  $6,410  $11,821  $12,993  $5,820  $5,767  $11,965  $11,821 

Interest and dividends on investment securities:

          

Taxable interest

 306  498  643  1,058  187  306  386  643 

Nontaxable interest

 507  368  974  721  578  507  1,142  974 

Dividends

 24  38  40  74  21  24  35  40 

Other interest income

  14   87   70   145   16   14   26   70 

Total interest and dividend income

 6,618  7,401  13,548  14,991  6,622  6,618  13,554  13,548 

INTEREST EXPENSE

                    

Deposits

 883  1,208  1,979  2,369  366  883  840  1,979 

Securities sold under agreements to repurchase

 2  2  3  3  1  2  2  3 

Federal Home Loan Bank advances - short term

 4  42  4  111  0  4  4  4 

Federal Home Loan Bank advances - long term

 88  94  175  175  23  88  56  175 

Subordinated debt

  27   53   68   107   21   27   43   68 

Total interest expense

  1,004   1,399   2,229   2,765   411   1,004   945   2,229 

Net interest income

 5,614  6,002  11,319  12,226  6,211  5,614  12,609  11,319 

PROVISION FOR LOAN LOSSES

  450   180   1,050   355   0   450   0   1,050 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 5,164  5,822  10,269  11,871  6,211  5,164  12,609  10,269 

NON-INTEREST INCOME

                    

Fees for customer services

 493  560  1,035  1,084  541  493  1,048  1,035 
Investment securities available-for-sale gains (losses), net 18 (44) 18 (44) (15) 18  56  18 

Mortgage banking gains, net

 900  344  1,496  681  714  900  1,514  1,496 

Earnings on bank-owned life insurance

 95  79  188  210  115  95  228  188 

Other non-interest income

  209   113   430   325   110   209   403   430 

Total non-interest income

 1,715  1,052  3,167  2,256  1,465  1,715  3,249  3,167 

NON-INTEREST EXPENSES

                    

Salaries and employee benefits

 2,463  3,070  5,229  5,814  2,758  2,463  5,602  5,229 

Occupancy and equipment

 659  582  1,305  1,155  615  659  1,221  1,305 

State and local taxes

 152  131  298  259  167  152  327  298 

FDIC insurance

 47  77  53  115  48  47  88  53 

Professional fees

 282  262  584  468  219  282  437  584 

Advertising and marketing

 35  103  92  198  85  35  156  92 

Data processing fees

 69  83  141  143  85  69  151  141 

Merger expenses

 263 0 263 0 

Other operating expenses

  871   1,031   1,856   1,939   1,142   871   2,072   1,856 

Total non-interest expenses

  4,578   5,339   9,558   10,091   5,382   4,578   10,317   9,558 

INCOME BEFORE FEDERAL INCOME TAX EXPENSE

 2,301  1,535  3,878  4,036  2,294  2,301  5,541  3,878 

Federal income tax expense

  369   207   575   603   297   369   778   575 

NET INCOME

 $1,932  $1,328  $3,303  $3,433  $1,997  $1,932  $4,763  $3,303 

EARNINGS PER SHARE BASIC AND DILUTED

 $0.47  $0.30  $0.79  $0.79  $0.48  $0.47  $1.14  $0.79 

CASH DIVIDENDS DECLARED PER SHARE

 $0.14  $0.11  $0.33  $0.27  $0.15  $0.14  $0.34  $0.33 

 

See accompanying notes to the unaudited consolidated financial statements of Cortland Bancorp and Subsidiaries

 

3


 

 

CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in thousands)

 

 

THREE MONTHS ENDED

 

SIX MONTHS ENDED

  

THREE MONTHS ENDED

 

SIX MONTHS ENDED

 
 

JUNE 30,

  

JUNE 30,

  

JUNE 30,

  

JUNE 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

Net income

 $1,932  $1,328  $3,303  $3,433  $1,997  $1,932  $4,763  $3,303 

Other comprehensive income:

         

Other comprehensive income (loss):

 

Securities available for sale:

          

Unrealized holding gains on available-for-sale securities

 1,521  2,021  3,088  4,390 

Unrealized holding gains (losses) on available-for-sale securities

 961  1,521  (1,184) 3,088 

Tax effect

 (320) (424) (650) (922) (201) (320) 249  (650)
Reclassification adjustment for net (gains) losses in net income (18) 44 (18) 44  15  (18) (56) (18)
Tax effect  4  (9)  4  (9)  (3)  4   12   4 

Total securities available-for-sale

 1,187  1,632  2,424  3,503  772  1,187  (979) 2,424 

Change in post-retirement obligations

  (7)  7   (11)  14   3   (7)  4   (11)

Total other comprehensive income

  1,180   1,639   2,413   3,517 

Total other comprehensive income (loss)

  775   1,180   (975)  2,413 

Total comprehensive income

 $3,112  $2,967  $5,716  $6,950  $2,772  $3,112  $3,788  $5,716 

 

See accompanying notes to the unaudited consolidated financial statements of Cortland Bancorp and Subsidiaries

 

4


 

 

CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(Amounts in thousands, except per share data)

 

 

THREE MONTHS ENDED

 

SIX MONTHS ENDED

  

THREE MONTHS ENDED

 

SIX MONTHS ENDED

 
 

JUNE 30,

  

JUNE 30,

  

JUNE 30,

  

JUNE 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

COMMON STOCK

                    

Balance

 $23,641  $23,641  $23,641  $23,641  $23,641  $23,641  $23,641  $23,641 
  

ADDITIONAL PAID IN CAPITAL

                    

Beginning balance

 21,314  20,982  21,266  20,984  21,018  21,314  21,238  21,266 

Treasury shares reissued (2,770 shares)

       11 

Equity compensation

  (245)  45   (197)  32   69   (245)  (151)  (197)

Ending Balance

  21,069   21,027   21,069   21,027   21,087   21,069   21,087   21,069 
  

RETAINED EARNINGS

                    

Beginning balance

 36,745  32,498  36,187  31,089  43,826  36,745  41,863  36,187 

Net income

 1,932  1,328  3,303  3,433  1,997  1,932  4,763  3,303 

Cash dividend declared, $0.14 and $0.33 and $0.11 and $0.27 per share for three and six months ended June 30, 2020 and June 30, 2019, respectively

  (592)  (481)  (1,405)  (1,177)

Cash dividend declared, $0.15 and $0.34 and $0.14 and $0.33 per share for three and six months ended June 30, 2021 and 2020

  (638)  (592)  (1,441)  (1,405)

Ending balance

  38,085   33,345   38,085   33,345   45,185   38,085   45,185   38,085 
  

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

            

ACCUMULATED OTHER COMPREHENSIVE INCOME

        

Beginning balance

 2,401  (1,778) 1,168  (3,656) 3,117  2,401  4,867  1,168 

Other comprehensive income

  1,180   1,639   2,413   3,517 

Other comprehensive (loss) income

  775   1,180   (975)  2,413 

Ending balance

  3,581   (139)  3,581   (139)  3,892   3,581   3,892   3,581 
  

TREASURY STOCK

                    

Beginning balance

 (10,892) (7,024) (7,924) (7,140) (10,506) (10,892) (10,604) (7,924)

Treasury shares reissued (2,770 shares)

       49 

Treasury shares purchased (4,602 shares in second quarter 2020, 5,352 in second quarter 2019, and 150,920 for the six months ended 2020)

 (62) (122) (3,154) (122)

Treasury shares purchased (8,314 and 4,602 shares purchased during the three months ended June 30, 2021 and 2020, respectively and 18,038 and 150,920 for the six months ended 2021 and 2020, respectively)

 (188) (62) (392) (3,154)

Equity compensation

  350   436   474   503   112   350   414   474 

Ending balance

  (10,604)  (6,710)  (10,604)  (6,710)  (10,582)  (10,604)  (10,582)  (10,604)

TOTAL SHAREHOLDERS' EQUITY

 $75,772  $71,164  $75,772  $71,164  $83,223  $75,772  $83,223  $75,772 

 

See accompanying notes to the unaudited consolidated financial statements of Cortland Bancorp and Subsidiaries

 

5


 

 

CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

 

 

FOR THE SIX MONTHS

  

FOR THE SIX MONTHS

 
 

ENDED JUNE 30,

  

ENDED JUNE 30,

 
 

2020

  

2019

  

2021

  

2020

 

Net cash flow from operating activities

 $6,340  $801  $10,345  $6,340 

Cash flow from investing activities

      

Cash flow (deficit) from investing activities

      
Purchases of available-for-sale securities (38,074) (14,479) (32,348) (38,074)
Proceeds from sale of available-for-sale securities 2,611 13,622  15,055 2,611 

Proceeds from call, maturity and principal payments on available-for-sale securities

 11,008  5,274  11,484  11,008 

Purchases of regulatory stock

 (196) (254) 0  (196)

Net (increase) decrease in loans made to customers

 (9,376) 36,378 

Proceeds from bank-owned life insurance

   403 

Net decrease (increase) in loans made to customers

 64,734  (9,376)

Contributions to partnership funds

 (381) (477) (791) (381)

Purchases of premises and equipment

  (532)  (1,446)  (21)  (532)

Net cash flow from investing activities

 (34,940) 39,021 

Cash flow (deficit) from financing activities

      

Net increase (decrease) in deposit accounts

 30,036  (27,505)

Net cash flow (deficit) from investing activities

 58,113  (34,940)

Cash (deficit) flow from financing activities

      

Net (decrease) increase in deposit accounts

 (22,877) 30,036 

Net change in securities sold under agreements to repurchase

 1,406  (531) 1,409  1,406 

Net change in Federal Home Loan Bank advances - short term

 7,000  (6,000) (2,000) 7,000 

Repayments of Federal Home Loan Bank advances - long term

 (6,000) (4,000) (6,000) (6,000)
Proceeds from Federal Home Loan Bank advances - long term 6,000 4,000  0 6,000 

Dividends paid

  (1,405)  (1,177)  (1,441)  (1,405)

Treasury shares purchased

 (3,154) (122)  (392)  (3,154)

Treasury shares reissued

     60 

Net cash flow (deficit) from financing activities

  33,883   (35,275)

Net cash (deficit) flow from financing activities

  (31,301)  33,883 

Net change in cash and cash equivalents

 5,283  4,547  37,157  5,283 

Cash and cash equivalents

            

Beginning of period

  27,815   19,692   36,108   27,815 

End of period

 $33,098  $24,239  $73,265  $33,098 

Supplemental disclosures:

            

Cash paid during the period for:

          

Income taxes

 $  $  $950  $0 

Interest

 $2,333  $2,573  $1,065  $2,333 

Adoption of lease standard:

     

Increase in ROU asset

 $  $2,061  $0  $205 

Increase in lease liability

 $  $2,061  $0  $205 

 

See accompanying notes to the unaudited consolidated financial statements of Cortland Bancorp and Subsidiaries

 

6


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

1.) Basis of Presentation and Reclassifications:

 

The accompanying unaudited consolidated financial statements of Cortland Bancorp (the Company) and the Cortland Savings and Banking Company (the Bank) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 20202021 are not necessarily indicative of the results that may be expected for the year ending December 31, 20202021. These interim unaudited consolidated financial statements should be read in conjunction with our annual audited financial statements as of December 31, 20192020, included in our Form 10-K for the year ended December 31, 20192020, filed with the United States Securities and Exchange Commission. The accompanying Consolidated Balance SheetsSheet at December 31, 20192020 havehas been derived from the audited Consolidated Balance SheetsSheet but do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

 

Certain items contained in the 20192020 financial statements have been reclassified to conform to the presentation for 20202021. Such reclassifications had no effect on the net results of operations or shareholders’ equity.

 

 

2.) Authoritative Accounting Guidance:

 

In June 2016, the FASB issued ASU (Accounting Standard Update) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments,(“ASU 2016-13”), which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effectedaffected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effectcumulative-effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2019, the FASB issued ASU 2019-10,Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic815), and Leases (Topic 842). This Update defers theis effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effectcumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13,Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update did not have a significant impact on the Company’s financial statements.

In August 2018, the FASB issued ASU 2018-15,Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This Update addresses customers’ accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This Update is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in this Update can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This Update did not have a significant impact on the Company’s financial statements.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In March 2019, the FASB issued ASU 2019-01,Leases (Topic 842): Codification Improvements, which addressed issues lessors sometimes encounter. Specifically addressed in this Update were issues related to 1) determining the fair value of the underlying asset by the lessor that are not manufacturers or dealers (generally financial institutions and captive finance companies), and 2) lessors that are depository and lending institutions should classify principal and payments received under sales-type and direct financing leases within investing activities in the cash flow statement. The ASU also exempts both lessees and lessors from having to provide the interim disclosures required by ASC 250-10-50-3 in the fiscal year in which a company adopts the new leases standard. The amendments addressing the two lessor accounting issues are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This Update did not impact the Company’s financial statements.

 

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326), which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrumentinstrument by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted the credit losses standard, the ASU 2016-13,is effective when they implement the effective dates and transition requirements are the same as those in ASU 2016-13.credit losses standard. For entities that already have adopted the credit losses standard, the ASU2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-1315,2019, has been adopted. In November 2019, the FASB issued ASU 2019-10,Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt ASU 2016-13.

 

In November 2019, the FASB issued ASU 2019-08,Compensation ‒ Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify sharebasedpayments to a customer, in accordance with the guidance in ASC 718,Compensation ‒ Stock Compensation. The amendments in that Update expanded the scope of Topic 718 to include share-basedpayment transactions for acquiring goods and services from nonemployees and, in doing so, supersededguidance in Subtopic 505-50,Equity ‒ Equity-Based Payments to Non-Employees. The amount that wouldbe recorded as a reduction in revenue would be measured based on the grant date fair value of the sharebasedpayment, in accordance with Topic 718. The grant date is the date at which a supplier and customerreach a mutual understanding of the award’s key terms and conditions. The award’s classification andsubsequent measurement would be subject to ASC 718 unless the award is modified or the grantee is nolonger a customer. For entities that have not yet adopted the amendments in Update 2018-07, theamendments in this Update are effective for (1) public business entities in fiscal years beginning afterDecember 15, 2019, and interim periods within those fiscal years, and (2) other than public business entitiesin fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning afterDecember 15, 2020. For entities that have adopted the amendments in Update 2018-07, the amendments inthis Update are effective in fiscal years beginning after December 15, 2019, and interim periods withinthose fiscal years. An entity may early adopt the amendments in this Update, but not before it adopts theamendments in Update 2018-07. This Update did not have a significant impact on the Company’sfinancial statements.

In November 2019, the FASB issued ASU 2019-10,Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective dates ofASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and allother companies to fiscal years beginning after December 15, 2022, including interim periods within thosefiscal years. This Update also amends the mandatory effective date for the elimination of Step 2 from thegoodwill impairment test under ASU No.2017-04,Intangibles ‒ Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Goodwill), to align with those used for credit losses.Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives andhedging and leases for companies that are not public business entities. We have elected to apply ASU 2016-02 and its related amendments as of the beginning of the period of adoption ( January 1, 2019) and have not restated comparative periods. The Company elected to adopt the transition relief provisions from ASU 2018-11. The Company qualifies as a smallerreporting company and does not expect to early adopt ASUs 2016-13 and 2017-04.

87

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses,, to clarify its new credit impairment guidance in ASC 326, based onimplementation issues raised by stakeholders. This Update clarified, among other things, that expectedrecoveries are to be included in the allowance for credit losses for these financial assets; an accountingpolicy election can be made to adjust the effective interest rate for existing troubled debt restructuringsbased on the prepayment assumptions instead of the prepayment assumptions applicable immediately priorto the restructuring event; and extends the practical expedient to exclude accrued interest receivable fromall additional relevant disclosures involving amortized cost basis. TheFor entities that have not yet adopted ASU 2016-13 as of November 26, 2019, the effective dates in this Update are thesame as those applicable for ASU 2019-10.11 This Update isare the same as the effective dates and transition requirements in ASU not2016-13. expected toFor entities that have a significant impact on theCompany’s financial statements.

Inadopted ASU December 2019, 2016the FASB issued-13, ASU 2019-12,11 Income Taxes (Topic 740), to simplify the accounting for income taxes, change the accounting for certain tax transactions, and make minor improvements to the codification. This Update provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return isnot subject to income tax and provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The Update also changes current guidance for making an intraperiod allocation, if there is a loss in continuing operations and gains outside of continuing operations; determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting; accounting for tax law changes and year-to-date losses in interim periods; and determining how to apply the income tax guidance to franchise taxes that are partially based on income. For public business entities, the amendments in this Update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021,2019, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-1,Investments – Equity Securities (Topic 321), Investments– Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify thatan entity should consider observable transactions that require it to either apply or discontinue the equitymethod of accounting for the purposes of applying the measurement alternative in accordance with Topic321 immediately before applying or upon discontinuing the equity method. The amendments also clarifythat, for the purpose of applying paragraph 815-10-15-141(a) an entity should not consider whether, uponthe settlement of the forward contract or exercise of the purchased option, individually or with existinginvestments, the underlying securities would be accounted for under the equity method in Topic 323 or thefair value option, in accordance with the financial instruments guidance in Topic 825. An entity also wouldevaluate the remaining characteristics in paragraph 815-10-15-141 to determine the accounting for those forward contracts and purchased options. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, andincluding interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, The Company qualifies as a smaller reporting company and interim periods within those fiscal years. This Update isdoes not expectedexpect to have a significant impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-2,Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No.2016-02, Leases (Topic 842), February 2020, to add and amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No.119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. This did not have a significant impact on the Company’s financial statements.early adopt these ASUs.

 

In March 2020, the FASB issued ASU 2020-303,,Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments,, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. This Update is not expected to have a significant impact on the Company’s financial statements.

 

In January 2020, the FASB issued ASU 2020-4,04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020,, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference“reference rate reform,reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a one-timeonetime election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. It is too early to predict whether a new rate index replacement and the adoption of the ASU will have a material impact on the Company'sCompany’s financial statements.

 

98

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic  848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt Modifications and Extinguishments (Subtopic 470-50), Compensation Stock Compensation (Topic 718), and Derivatives and Hedging Contracts in Entitys Own Equity (Subtopic 815-40), which requires an entity to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant.  An entity should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease.  Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate.  For public business entities and certain not-for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years.  For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022.  All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021-05. The amendments in ASU 2021-05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842.  This Update is not expected to have a significant impact on the Company’s financial statements.

 

 

3.) Investment Securities:

 

Investments in debt securities are classified as held-to-maturity, available-for-sale or trading. Securities classified as held-to-maturity are those that management has the positive intent and ability to hold to maturity. Securities classified as available-for-sale are those that could be sold for liquidity, investment management, or similar reasons, even though management has no present intentions to do so. Securities classified as trading are those that management has bought principally for the purpose of selling in the near term. The Company currently has no securities classified as held-to-maturity or trading.

 

Available-for-sale securities are carried at fair value with unrealized gains and losses recorded as a separate component of shareholders’ equity, net of tax. Realized gains or losses on dispositions are based on net proceeds and the adjusted carrying amount of securities sold, using the specific identification method. Interest income includes amortization of purchase premium or discount and is amortized on the level-yield method without anticipating payments, except for U.S. Government mortgage-backed and related securities where twelve months of historical prepayments are taken into consideration.

 

The regulatory stock is carried at cost (its redeemable value) and the Company is required to hold such investments as a condition of membership in order to transact business with the Federal Home Loan Bank (FHLB) of Cincinnati and the Federal Reserve Bank (FRB). The stock is bought from and sold to the correspondent institutions based upon its par value. The stock cannot be traded or sold in any market and as such is classified as restricted stock, carried at cost (its redeemable value) and evaluated by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB and FRB as compared to the capital stock amount and the length of time this situation has persisted, (b) commitments by the FHLB and FRB to make payments required by law or regulation and the level of such payments in relation to the operating performance, (c) the impact of legislative and regulatory changes on the customer base of the FHLB and FRB and (d) the liquidity position of the FHLB and FRB. The Company does not consider these investments to be other-than-temporarily impaired at June 30, 20202021.

 

Securities are evaluated periodically to determine whether a decline in value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, along with the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline in value is permanent but indicates that the prospect for a near-term recovery of value is not necessarily favorable and that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Unrealized losses on available-for-sale investments have not been recognized into income. However, once a decline in value is determined to be other-than-temporary, the credit related other-than-temporary impairment (OTTI) is recognized in earnings while the non-credit related OTTI on securities not expected to be sold is recognized in other comprehensive income (loss).

 

109

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table is a summary of investment securities available-for-sale and regulatory stock: 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
   

Gross

 

Gross

      

Gross

 

Gross

   
   

Unrealized

 

Unrealized

      

Unrealized

 

Unrealized

   

June 30, 2020

 

Amortized Cost

  

Gains

  

Losses

  

Fair Value

 

U.S. Government agencies and corporations

 $350  $1  $  $351 

June 30, 2021

 

Amortized Cost

  

Gains

  

Losses

  

Fair Value

 

Obligations of states and political subdivisions

 83,800  3,764  11  87,553  $90,491  $4,874  $107  $95,258 

U.S. Government-sponsored mortgage-backed securities

 62,051  574  128  62,497  65,474  493  473  65,494 

U.S. Government-sponsored collateralized mortgage obligations

 6,409  123  2  6,530  5,630  66  2  5,694 

U.S. Government-guaranteed small business administration pools

  5,846   149      5,995   4,743   126   2   4,867 

Total investment securities available-for-sale

 $158,456  $4,611  $141  $162,926  $166,338  $5,559  $584  $171,313 

Federal Home Loan Bank (FHLB) stock

 $2,805  $  $  $2,805  $2,805  $  $  $2,805 

Federal Reserve Bank (FRB) stock

  226         226   226         226 

Total regulatory stock

 $3,031  $  $  $3,031  $3,031  $  $  $3,031 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
   

Gross

 

Gross

      

Gross

 

Gross

   
   

Unrealized

 

Unrealized

      

Unrealized

 

Unrealized

   

December 31, 2019

 

Amortized Cost

  

Gains

  

Losses

  

Fair Value

 

U.S. Government agencies and corporations

 $3,348  $1  $39  $3,310 

December 31, 2020

 

Amortized Cost

  

Gains

  

Losses

  

Fair Value

 

Obligations of states and political subdivisions

 67,794  1,853  21  69,626  $83,007  $5,074  $0  $88,081 

U.S. Government-sponsored mortgage-backed securities

 48,566  75  404  48,237  68,677  1,015  96  69,596 

U.S. Government-sponsored collateralized mortgage obligations

 8,447  78  44  8,481  4,680  91  3  4,768 

U.S. Government-guaranteed small business administration pools

  6,576      99   6,477   5,298   132   0   5,430 

Total investment securities available-for-sale

 $134,731  $2,007  $607  $136,131  $161,662  $6,312  $99  $167,875 

Federal Home Loan Bank (FHLB) stock

 $2,609  $  $  $2,609  $2,805  $  $  $2,805 

Federal Reserve Bank (FRB) stock

  226         226   226         226 

Total regulatory stock

 $2,835  $  $  $2,835  $3,031  $  $  $3,031 

 

The amortized cost and fair value of debt securities at June 30, 20202021, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 

Due in one year or less

 $419  $421  $0  $0 

Due after one year through five years

 2,795  2,841  4,743  4,867 

Due after five years through ten years

 3,759  3,931  386  420 

Due after ten years

  83,023   86,706   90,105   94,838 

Total

 89,996  93,899  95,234  100,125 

U.S. Government-sponsored mortgage-backed and related securities

  68,460   69,027   71,104   71,188 

Total investment securities available-for-sale

 $158,456  $162,926  $166,338  $171,313 

 

The table below sets forth the proceeds, gains and losses realized on available for sale securities sold or called for the periods ended June 30, 20202021 and June 30, 20192020.

 

 

(Amounts in thousands)

 

(Amounts in thousands)

 
 

(Amounts in thousands)

 

(Amounts in thousands)

  

Three Months Ended

 

Six Months Ended

 
 

Three Months Ended

  

Six Months Ended

  

June 30,

  

June 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

Proceeds on securities sold

 $2,611  $13,622  $2,611  $13,622  $2,855  $2,611  $15,055  $2,611 

Gross realized gain

 27  82  27  82  86  27  180  27 

Gross realized losses

 9  126  9  126  101  9  124  9 

 

Investment securities with a carrying value of approximately $83.5$65.1 million at June 30, 20202021 and $59.0$74.3 million at December 31, 20192020 were pledged to secure deposits and for other purposes. The remaining securities provide an adequate level of liquidity.

 

1110

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following is a summary of the fair value of available-for-sale securities with unrealized losses and an aging of those unrealized losses at June 30, 20202021:  

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Less than 12 Months

  

12 Months or More

  

Total

  

Less than 12 Months

  

12 Months or More

  

Total

 
   

Unrealized

   

Unrealized

   

Unrealized

    

Unrealized

   

Unrealized

   

Unrealized

 
 

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

 

U.S. Government agencies and corporations

 $  $  $  $  $  $ 

Obligations of states and political subdivisions

 1,967  11      1,967  11  $8,757  $107  $0  $0  $8,757  $107 

U.S. Government-sponsored mortgage-backed securities

 17,549  128      17,549  128  32,764  421  2,758  52  35,522  473 

U.S. Government-sponsored collateralized mortgage obligations

 1,144  2      1,144  2  0  0  472  2  472  2 

U.S. Government-guaranteed small business administration pools

                    623   2   0   0   623   2 

Total

 $20,660  $141  $  $  $20,660  $141  $42,144  $530  $3,230  $54  $45,374  $584 

 

The above table comprises 923 investment securities where the fair value is less than the related amortized cost.

 

The following is a summary of the fair value of available-for-sale securities with unrealized losses and an aging of those unrealized losses at December 31, 20192020:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Less than 12 Months

  

12 Months or More

  

Total

  

Less than 12 Months

  

12 Months or More

  

Total

 
   

Unrealized

   

Unrealized

   

Unrealized

    

Unrealized

   

Unrealized

   

Unrealized

 
 

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

 

U.S. Government agencies and corporations

 $2,961  $39  $  $  $2,961  $39 

Obligations of states and political subdivisions

 263  1  1,332  20  1,595  21  $0  $0  $0  $0  $0  $0 

U.S. Government-sponsored mortgage-backed securities

     34,124  404  34,124  404  21,028  96  0  0  21,028  96 

U.S. Government-sponsored collateralized mortgage obligations

 931  7  3,944  37  4,875  44  794  3  0  0  794  3 

U.S. Government-guaranteed small business administration pools

  5,600   78   877   21   6,477   99   0   0   0   0   0   0 

Total

 $9,755  $125  $40,277  $482  $50,032  $607  $21,822  $99  $0  $0  $21,822  $99 

 

The above table comprises 327 investment securities where the fair value is less than the related amortized cost.

 

The unrealized losses at June 30, 20202021 on the Company’s investments were caused by changes in market rates and related spreads. It is expected that the securities would not be settled at less than the amortized cost of the Company’s investment because the decline in fair value is attributable to changes in interest rates and relative spreads and not credit quality. Also, the Company does not intend to sell those investments and it is not more-likely-than-not that the Company will be required to sell the investments before recovery of its amortized cost basis less any current period credit loss. The Company does not consider these investments to be other-than-temporarily impaired at June 30, 20202021.

1211

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

4.) Loans and Allowance for Loan Losses:

 

The Company, through the Bank, grants residential, consumer and commercial loans to customers located primarily in Northeastern Ohio and Western Pennsylvania.

 

The following represents the composition of the loan portfolio for the period ending:

 

  

(Amounts in thousands)

 
  

June 30, 2020

  

December 31, 2019

 
  

Balance

  

 

% 

Balance

  

 

%

Commercial

 $122,608   23.2  $99,864   19.3 

Commercial real estate

  296,690   56.2   302,084   58.2 

Residential real estate

  80,651   15.3   87,172   16.8 

Consumer - home equity

  24,300   4.6   25,856   5.0 

Consumer - other

  3,848   0.7   3,740   0.7 
Total loans $528,097   100.0  $518,716   100.0 

  

(Amounts in thousands)

 
  

June 30, 2021

  

December 31, 2020

 
  

Balance

  

%

  

Balance

  

%

 

Commercial

 $80,864   16.4  $132,419   23.8 

Commercial real estate

  301,910   61.4   317,537   57.0 

Residential real estate

  81,448   16.6   79,169   14.2 

Consumer - home equity

  24,205   4.9   24,062   4.3 

Consumer - other

  3,559   0.7   3,573   0.7 

Total loans

 $491,986   100.0  $556,760   100.0 

 

During 2020, the Company participated in the Paycheck Protection Program (“PPP”), administered directly by the U.S. SBA.Small Business Administration ("SBA"). The PPP provides loans to small businesses who were affected by economic conditions as a result of the Coronavirus Disease 2019 ("COVID-1919") pandemic to provide cash-flow assistance to employers who maintain their payroll (including healthcare and certain related expenses), mortgage interest, rent, leases, utilities and interest on existing debt during the COVID-19 emergency. During 2020, the Company originated $56.3 million in PPP loans. During the firstsix months of 2021, the Company originated another $23.4 million of second round PPP loans. As of December 31, 2020 and June 30, 2020, 2021, the Company had outstanding principal balances of $56.4 million.$45.3 million and $28.0 million, respectively. The PPP loans are fully guaranteed by the SBA and may be eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan is made as long as certain conditions are met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA will be repaid by the SBA to the Company. PPP loans are included in the Commercial loan category.

 

In accordance with the SBA terms and conditions on these PPP loans, the Company received approximately $2.2 million$948,000 in fees associated with the processing of thesethe 2021 loans and $2.2 million for the 2020 loans. Upon funding of the loan, these fees were deferred and will be amortized over the life of the loan as an adjustment to yield in accordance with FASB ASC 310-20-25-2. Upon forgiveness of the loans, unrecognized fee income is recorded immediately. Fee income related to forgiveness was $390,000 and $890,000 for the three and six months ended June 30, 2021, and none for the comparable periods in 2020.

 

Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Company has segmented loans in the portfolio by product type. Loans are segmented into the following pools: commercial loans, commercial real estate loans, residential real estate loans and consumer loans. The pools of commercial real estate loans and commercial loans are also broken down further by industry sectors when analyzing the related pools. Using the largest concentrations as the qualifier, these industry sectors include non-residential buildings; skilled nursing and nursing care; residential real estate lessors, agents and managers; hotel and motels, and trucking. The Company also sub-segments the consumer loan portfolio into the following two classes: home equity loans and other consumer loans. Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations. These historical loss percentages are calculated over multiple periods for all portfolio segments. Management evaluates these results and utilizes the most reflective period in the calculation. Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor.

 

These factors include, but are not limited to, the following:

 

Factor Considered:

 

Risk Trend:

Levels of and trends in (a) charge-offs, (b) classifications and (c) non-accruals

 

(a) Stable, (b) Increasing, (c) Stable

Trends in volume and terms

 

Stable

Changes in lending policies and procedures

 

Stable

Experience, depth and ability of management, including loan review function

 

Stable

Economic trends, including valuation of underlying collateral

 

Increasing

Concentrations of credit

 

Increasing

Effect of COVID-19 pandemic

 

Increasing

 

The following factors are analyzed and applied to loans internally graded with higher credit risk in addition to the above factors for non-classified loans:

 

Factor Considered:

 

Risk Trend:

Levels and trends in classification

 

StableIncreasing

Declining trends in financial performance

 

Increasing

Structure and lack of performance measures

 

StableIncreasing

Migration between risk categories

 

StableIncreasing

 

1312

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The provision charged to operations can be allocated to a loan classification either as a positive or negative value as a result of any material changes to: net charge-offs or recovery which influence the historical allocation percentage, qualitative risk factors or loan balances.

 

The following is an analysis of changes in the allowance for loan losses for the periods ended:

 

Three Months Ended

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
   

Commercial

 

Residential

 

Consumer -

 

Consumer -

      

Commercial

 

Residential

 

Consumer -

 

Consumer -

   

June 30, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

June 30, 2021

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

 $1,851  $2,594  $401  $103  $138  $5,087  $1,574  $3,869  $375  $100  $102  $6,020 

Loan charge-offs

              (59)  (59) (31) (1) 0  0  (22) (54)

Recoveries

           1   41   42   0   0   0   0   13   13 

Net loan recoveries (charge-offs)

           1   (18)  (17) (31) (1) 0  0  (9) (41)

Provision charged to operations

     432      (3)  21   450   191   (162)  0   (25)  (4)  0 

Balance at end of period

 $1,851  $3,026  $401  $101  $141  $5,520  $1,734  $3,706  $375  $75  $89  $5,979 

 

  

(Amounts in thousands)

 
      

Commercial

  

Residential

  

Consumer -

  

Consumer -

     

June 30, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

 $1,851  $2,594  $401  $103  $138  $5,087 

Loan charge-offs

  0   0   0   0   (59)  (59)

Recoveries

  0   0   0   1   41   42 

Net loan recoveries (charge-offs)

  0   0   0   1   (18)  (17)

Provision charged to operations

  (19)  451   0   (3)  21   450 

Balance at end of period

 $1,832  $3,045  $401  $101  $141  $5,520 

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

  

(Amounts in thousands)

 
      

Commercial

  

Residential

  

Consumer -

  

Consumer -

     

June 30, 2019

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

 $1,578  $2,201  $320  $114  $127  $4,340 

Loan charge-offs

              (51)  (51)

Recoveries

           1   15   16 

Net loan recoveries (charge-offs)

           1   (36)  (35)

Provision charged to operations

  139   (36)  48   (17)  46   180 

Balance at end of period

 $1,717  $2,165  $368  $98  $137  $4,485 

 

Six Months Ended

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
   

Commercial

 

Residential

 

Consumer -

 

Consumer -

      

Commercial

 

Residential

 

Consumer -

 

Consumer -

   

June 30, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

June 30, 2021

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

 $1,756  $2,130  $334  $104  $141  $4,465  $1,897  $3,526  $375  $101  $120  $6,019 

Loan charge-offs

 (1)       (95) (96) (31) (1) 0  0  (60) (92)

Recoveries

  19      25   1   56   101   0   0   0   1   51   52 

Net loan recoveries (charge-offs)

 18    25  1  (39) 5  (31) (1) 0  1  (9) (40)

Provision charged to operations

  77   896   42   (4)  39   1,050   (132)  181   0   (27)  (22)  0 

Balance at end of period

 $1,851  $3,026  $401  $101  $141  $5,520  $1,734  $3,706  $375  $75  $89  $5,979 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
   

Commercial

 

Residential

 

Consumer -

 

Consumer -

      

Commercial

 

Residential

 

Consumer -

 

Consumer -

   

June 30, 2019

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

June 30, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

 $1,578  $2,201  $320  $114  $127  $4,340  $1,756  $2,130  $334  $104  $141  $4,465 

Loan charge-offs

         (51) (51) (1) 0  0  0  (95) (96)

Recoveries

           1   15   16   0   19   25   1   56   101 

Net loan recoveries (charge-offs)

       1  (36) (35) (1) 19  25  1  (39) 5 

Provision charged to operations

  139   (36)  48   (17)  46   180   77   896   42   (4)  39   1,050 

Balance at end of period

 $1,717  $2,165  $368  $98  $137  $4,485  $1,832  $3,045  $401  $101  $141  $5,520 

 

In response to poor economic conditions relative to the Coronavirus pandemic throughout 2020, the Company granted numerous requests for modifications and deferrals from commercial borrowers.  During that time, the Company increased the economic qualitative factors within the allowance for loan loss evaluation, and additional COVID-19 factors were applied to these loans after segmenting into industry classifications.  As nearly all of the modifications are now in full payment status, the level of the allowance for loan losses is considered adequate without additional provision. The qualitative factors in the current period have resulted in migrating existing allowance excesses to the segments reflecting the higher risk levels, which is primarily the hotel industry included in Commercial Real Estate. The amount of net recoveries (charge-offs) also impacts the provision charged to operations for any category of loans. Charge-offs affect the historical rate applied to each category, and the amount needed to replenish the amount charged off. The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the consolidated balance sheetConsolidated Balance Sheet date.

 

The following tables present a full breakdown by portfolio classification of the allowance for loan losses and the recorded investment in loans at June 30, 20202021 and December 31, 20192020:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
   

Commercial

 

Residential

 

Consumer -

 

Consumer -

      

Commercial

 

Residential

 

Consumer -

 

Consumer -

   

June 30, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

June 30, 2021

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Allowance for loan losses:

                                    

Ending allowance balance attributable to loans:

                          

Individually evaluated for impairment

 $579  $  $  $  $  $579  $579  $0  $0  $0  $0  $579 

Collectively evaluated for impairment

  1,272   3,026   401   101   141   4,941   1,155   3,706   375   75   89   5,400 

Total ending allowance balance

 $1,851  $3,026  $401  $101  $141  $5,520  $1,734  $3,706  $375  $75  $89  $5,979 

Loan Portfolio:

                                    

Individually evaluated for impairment

 $4,638  $2,637  $  $  $  $7,275  $4,384  $2,302  $0  $0  $0  $6,686 

Collectively evaluated for impairment

  117,970   294,053   80,651   24,300   3,848   520,822   76,480   299,608   81,448   24,205   3,559   485,300 

Total ending loans balance

 $122,608  $296,690  $80,651  $24,300  $3,848  $528,097  $80,864  $301,910  $81,448  $24,205  $3,559  $491,986 

 

14

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
   

Commercial

 

Residential

 

Consumer -

 

Consumer -

      

Commercial

 

Residential

 

Consumer -

 

Consumer -

   

December 31, 2019

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

December 31, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Allowance for loan losses:

                                          

Ending allowance balance attributable to loans:

                          

Individually evaluated for impairment

 $579  $  $  $  $  $579  $579  $0  $0  $0  $0  $579 

Collectively evaluated for impairment

  1,177   2,130   334   104   141   3,886   1,318   3,526   375   101   120   5,440 

Total ending allowance balance

 $1,756  $2,130  $334  $104  $141  $4,465  $1,897  $3,526  $375  $101  $120  $6,019 

Loan Portfolio:

                                          

Individually evaluated for impairment

 $4,909  $2,940  $  $  $  $7,849  $4,584  $2,428  $0  $0  $0  $7,012 

Collectively evaluated for impairment

  94,955   299,144   87,172   25,856   3,740   510,867   127,835   315,109   79,169   24,062   3,573   549,748 

Total ending loans balance

 $99,864  $302,084  $87,172  $25,856  $3,740  $518,716  $132,419  $317,537  $79,169  $24,062  $3,573  $556,760 

 

The changedecrease in commercial loan balances from year-end was affected by two sets of transactionsdue in opposing directions. Decreasing the balances in 2020 werepart to 60-day or less term commercial loans for a total of $25.2$24.1 million that closed in December 2019 2020and were fully secured by segregated deposit accounts with the Bank. The loans matured in the first quarter of 2020.2021. IncreasingAlso contributing to the decrease in commercial loans by $56 million wereloan balances is the forgiveness of loans granted under the PPP as indicated previously.

The increase induring the allowance is a resultfirstsix months of stress on our loan portfolio from the increase in unemployment and other negative effects of the coronavirus pandemic. Based on current economic indicators, the Company increased the economic qualitative factors within the allowance for loan losses evaluation. Relative to the number of requests for modifications and deferrals from commercial borrowers, additional COVID-192021. factors were applied to these loans after segmenting into industry classifications.  Such requests from consumers were insignificant. The amount of net charge-offs also impacts the provision charged to operations for any category of loans. Charge-offs affect the historical rate applied to each category, and the amount needed to replenish the amount charged-off, which primarily impacted consumer loans.

 

The following tables represent credit exposures by internally assigned grades for June 30, 20202021 and December 31, 20192020. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

 

The Company’s internally assigned grades are as follows:

 

 

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. Within this category, there are grades of exceptional, quality, acceptable and pass monitor.

 

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

 

Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

 

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset but with the severity which makes collection in full highly questionable and improbable, based on existing circumstances.

 

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted. This rating does not mean that the assets have no recovery or salvage value but rather that the assets should be charged off now, even though partial or full recovery may be possible in the future.

 

15

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table is a summary of credit quality indicators by internally assigned grades as of June 30, 20202021 and December 31, 20192020:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Commercial

  

Commercial real estate

  

Commercial

  

Commercial real estate

 

June 30, 2020

     

June 30, 2021

     

Pass

 $108,766  $273,753  $68,819  $273,148 

Special Mention

 3,942  18,899  1,308  12,565 

Substandard

  9,900   4,038   10,737   16,197 

Ending Balance

 $122,608  $296,690  $80,864  $301,910 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Commercial

  

Commercial real estate

  

Commercial

  

Commercial real estate

 

December 31, 2019

     

December 31, 2020

     

Pass

 $83,114  $275,763  $119,689  $285,086 

Special Mention

 6,273  21,995  2,506  15,453 

Substandard

  10,477   4,326   10,224   16,998 

Ending Balance

 $99,864  $302,084  $132,419  $317,537 

 

The Company evaluates the classification of consumer, home equity and residential loans primarily on a pooled basis. If the Company becomes aware that adverse or distressed conditions exist that may affect a particular loan, the loan is downgraded following the above definitions of special mention and substandard. Nonaccrual loans in these categories are evaluated for charge off or charge down, and the remaining balance has the same allowance factor as pooled loans.

 

The following table is a summary of consumer credit exposure as of June 30, 20202021 and December 31, 20192020:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Residential real estate

  

Consumer - home equity

  

Consumer - other

  

Residential real estate

  

Consumer - home equity

  

Consumer - other

 

June 30, 2020

       

June 30, 2021

       

Performing

 $80,150  $24,162  $3,848  $81,317  $24,082  $3,559 

Nonperforming

  501   138      131   123   0 

Total

 $80,651  $24,300  $3,848  $81,448  $24,205  $3,559 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Residential real estate

  

Consumer - home equity

  

Consumer - other

  

Residential real estate

  

Consumer - home equity

  

Consumer - other

 

December 31, 2019

       

December 31, 2020

       

Performing

 $86,703  $25,709  $3,740  $78,684  $23,932  $3,573 

Nonperforming

  469   147      485   130   0 

Total

 $87,172  $25,856  $3,740  $79,169  $24,062  $3,573 

 

Loans are considered to be nonperforming when they become 90 days past due or on nonaccrual status, though the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed in non-accrual status, previously accrued but unpaid interest is deducted from interest income.

 

16

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table is a summary of classes of loans on non-accrual status as of June 30, 20202021 and December 31, 20192020:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

June 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

Commercial

 $891  $1,152  $810  $889 

Commercial real estate

 552  566  342  404 

Residential real estate

 501  469  131  485 

Consumer:

          

Consumer - home equity

 138  147  123  130 

Consumer - other

        0   0 

Total

 $2,082  $2,334  $1,406  $1,908 

 

Troubled Debt Restructuring

 

Nonperforming loans also include certain loans that have been modified in troubled debt restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

 

There were 0 loans modified as TDR’s during the three and six months ended June 30, 2021 and 2020.

On March 22, 2020, federal banking regulators issued an interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the Coronavirus Disease 2019 (COVID-COVID-19) pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments as of December 31, 2019. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs.

 

There were 0 loans modified as TDR’s during the three and six month periods endedAs of June 30, 20202021 and June 30, 2019.

As of July 31,2020,, we granted requests to modify 100had 6 commercial loans aggregating $104.6$15.6 million, and 30 consumer loans aggregating $6.1 million, primarily resulting in the deferral ofdeferring principal and/or interest for periods ranging from 90 to 180 days.  All of these loans were performing in accordance with their terms prior to modification, are currently performing, and are in conformance with the guidelines of the CARES Act. Since April 2020, 121 prior modifications aggregating $107 million have returned to full payment status. For further discussion, see Significant Developments Impact of COVID-19 section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. 

 

The following table is an aging analysis of the recorded investment of past due loans as of June 30, 20202021 and December 31, 20192020:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
             

Recorded

              

Recorded

 
             

Investment >

              

Investment >

 
 

30-59 Days

 

60-89 Days

 

90 Days Or

       

90 Days and

  

30-59 Days

 

60-89 Days

 

90 Days Or

       

90 Days and

 
 

Past Due

  

Past Due

  

Greater

  

Total Past Due

  

Current

  

Total Loans

  

Accruing

  

Past Due

  

Past Due

  

Greater

  

Total Past Due

  

Current

  

Total Loans

  

Accruing

 

June 30, 2020

               

June 30, 2021

               

Commercial

 $  $  $891  $891  $121,717  $122,608  $  $0  $0  $810  $810  $80,054  $80,864  $0 

Commercial real estate

   305  247  552  296,138  296,690    491  0  69  560  301,350  301,910  0 

Residential real estate

 47  6  459  512  80,139  80,651    40  341  109  490  80,958  81,448  0 

Consumer:

                              

Consumer - home equity

 22    33  55  24,245  24,300    0  0  55  55  24,150  24,205  0 

Consumer - other

  13         13   3,835   3,848      7   0   0   7   3,552   3,559   0 

Total

 $82  $311  $1,630  $2,023  $526,074  $528,097  $  $538  $341  $1,043  $1,922  $490,064  $491,986  $0 

 

17

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

  

(Amounts in thousands)

 
                          

Recorded

 
                          

Investment >

 
  

30-59 Days

  

60-89 Days

  

90 Days Or

              

90 Days and

 
  

Past Due

  

Past Due

  

Greater

  

Total Past Due

  

Current

  

Total Loans

  

Accruing

 

December 31, 2019

                            

Commercial

 $1  $  $1,152  $1,153  $98,711  $99,864  $ 

Commercial real estate

        253   253   301,831   302,084    

Residential real estate

  5   214   454   673   86,499   87,172    

Consumer:

                            

Consumer - home equity

  24   25   123   172   25,684   25,856    

Consumer - other

  14         14   3,726   3,740    

Total

 $44  $239  $1,982  $2,265  $516,451  $518,716  $ 

  

(Amounts in thousands)

 
                          

Recorded

 
                          

Investment >

 
  

30-59 Days

  

60-89 Days

  

90 Days Or

              

90 Days and

 
  

Past Due

  

Past Due

  

Greater

  

Total Past Due

  

Current

  

Total Loans

  

Accruing

 

December 31, 2020

                            

Commercial

 $0  $0  $889  $889  $131,530  $132,419  $0 

Commercial real estate

  0   0   115   115   317,422   317,537   0 

Residential real estate

  0   33   398   431   78,738   79,169   0 

Consumer:

                            

Consumer - home equity

  29   0   55   84   23,978   24,062   0 

Consumer - other

  9   0   0   9   3,564   3,573   0 

Total

 $38  $33  $1,457  $1,528  $555,232  $556,760  $0 

 

An impaired loan is a loan on which, based on current information and events, it is probable that a creditor will be unable to collect all amounts due (including both interest and principal) according to the contractual terms of the loan agreement. However, an insignificant delay or insignificant shortfall in amount of payments on a loan does not indicate that the loan is impaired.

 

When a loan is determined to be impaired, impairment should be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate. However, as a practical expedient, the Company will measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.

 

The following are the criteria for selecting individual loans / relationships for impairment analysis. Non-homogenous loans which meet the criteria below are evaluated quarterly.

 

 

All borrowers whose loans are classified doubtful by examiners and internal loan review

 

All loans on non-accrual status

 

Any loan in foreclosure

 

Any loan with a specific allowance

 

Any loan determined to be collateral dependent for repayment

 

Loans classified as troubled debt restructuring

 

Commercial loans and commercial real estate loans evaluated for impairment are excluded from the general pool of loans in the ALLL calculation regardless if a specific reserve was determined. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

 

18

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table presents the recorded investment and unpaid principal balances for impaired loans, excluding homogenous loans for which impaired analyses are not necessarily performed, with the associated allowance amount, if applicable, at June 30, 20202021 and December 31, 20192020. Also presented are the average recorded investments in the impaired balances and interest income recognized after impairment for the three and six months ended June 30, 20202021 and 20192020.

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

 

June 30, 2020

       

June 30, 2021

       

With no related allowance recorded:

              

Commercial

 $3,826  $4,784  $  $3,574  $4,301  $ 

Commercial real estate

 2,637  2,637    2,302  2,302   

With an allowance recorded:

              

Commercial

 812  812  579  810  810  579 

Commercial real estate

           0   0   0 

Total:

              

Commercial

 $4,638  $5,596  $579  $4,384  $5,111  $579 

Commercial real estate

 $2,637  $2,637  $  $2,302  $2,302  $0 

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

 

December 31, 2019

       

December 31, 2020

       

With no related allowance recorded:

              

Commercial

 $3,925  $4,946  $  $3,774  $4,700  $ 

Commercial real estate

 2,940  2,940    2,428  2,428   

With an allowance recorded:

              

Commercial

 984  984  579  810  810  579 

Commercial real estate

           0   0   0 

Total:

              

Commercial

 $4,909  $5,930  $579  $4,584  $5,510  $579 

Commercial real estate

 $2,940  $2,940  $  $2,428  $2,428  $0 

 

  

(Amounts in thousands)

  

(Amounts in thousands)

 
  

Three Months Ended

  

Six Months Ended

 
  

Average Recorded

  

Interest Income

  

Average Recorded

  

Interest Income

 
  

Investment

  

Recognized

  

Investment

  

Recognized

 

June 30, 2020

                

With no related allowance recorded:

                

Commercial

 $3,826  $40  $3,857  $78 

Commercial real estate

  2,723   40   2,817   82 

With an allowance recorded:

                

Commercial

  812      869    

Commercial real estate

            

Total:

                

Commercial

 $4,638  $40  $4,726  $78 

Commercial real estate

 $2,723  $40  $2,817  $82 

 

  

(Amounts in thousands)

  

(Amounts in thousands)

 
  

Three Months Ended

  

Six Months Ended

 
  

Average Recorded

  

Interest Income

  

Average Recorded

  

Interest Income

 
  

Investment

  

Recognized

  

Investment

  

Recognized

 

June 30, 2021

                

With no related allowance recorded:

                

Commercial

 $3,647  $36  $3,691  $72 

Commercial real estate

  2,478   35   2,507   70 

With an allowance recorded:

                

Commercial

  810   0   810   0 

Commercial real estate

  0   0   0   0 

Total:

                

Commercial

 $4,457  $36  $4,501  $72 

Commercial real estate

 $2,478  $35  $2,507  $70 

19

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  

(Amounts in thousands)

  

(Amounts in thousands)

 
  

Three Months Ended

  

Six Months Ended

 
  

Average Recorded

  

Interest Income

  

Average Recorded

  

Interest Income

 
  

Investment

  

Recognized

  

Investment

  

Recognized

 

June 30, 2019

                

With no related allowance recorded:

                

Commercial

 $4,158  $71  $4,555  $219 

Commercial real estate

  3,219   48   3,211   111 

With an allowance recorded:

                

Commercial

  989      661    

Commercial real estate

            

Total:

                

Commercial

 $5,147  $71  $5,216  $219 

Commercial real estate

 $3,219  $48  $3,211  $111 

 

 

  

(Amounts in thousands)

  

(Amounts in thousands)

 
  

Three Months Ended

  

Six Months Ended

 
  

Average Recorded

  

Interest Income

  

Average Recorded

  

Interest Income

 
  

Investment

  

Recognized

  

Investment

  

Recognized

 

June 30, 2020

                

With no related allowance recorded:

                

Commercial

 $3,826  $40  $3,857  $78 

Commercial real estate

  2,723   40   2,817   82 

With an allowance recorded:

                

Commercial

  812   0   869   0 

Commercial real estate

  0   0   0   0 

Total:

                

Commercial

 $4,638  $40  $4,726  $78 

Commercial real estate

 $2,723  $40  $2,817  $82 

 

5.) Legal Proceedings:

 

The Company is involved in legal actions arising in the ordinary course of business. In the opinion of management, the outcomes from these matters, either individually or in the aggregate, are not expected to have any material effect on the Company.

 

6.) Earnings Per Share and Capital Transactions:

 

Earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common outstanding stock, net of any treasury shares, during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents, based upon the treasury stock method using an average market price for the period. The common stock equivalents are comprised of unvested restricted share awards.

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Net income (amounts in thousands)

 $1,932  $1,328  $3,303  $3,433 
                 

Weighted average common shares outstanding

  4,168,073   4,346,763   4,199,831   4,336,804 

Net effect of dilutive common share equivalents

  4,191   4,721   13,466   6,963 

Adjusted average shares outstanding-dilutive

  4,172,264   4,351,484   4,213,297   4,343,767 
                 

Basic earnings per share

 $0.47  $0.30  $0.79  $0.79 

Diluted earnings per share

 $0.47  $0.30  $0.79  $0.79 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2021

  

2020

  

2021

  

2020

 

Net income (amounts in thousands)

 $1,997  $1,932  $4,763  $3,303 
                 

Weighted average common shares outstanding

  4,177,030   4,168,073   4,174,572   4,199,831 

Net effect of dilutive common share equivalents

  13,576   4,191   15,652   13,466 

Adjusted average shares outstanding-dilutive

  4,190,606   4,172,264   4,190,224   4,213,297 
                 

Basic earnings per share

 $0.48  $0.47  $1.14  $0.79 

Diluted earnings per share

 $0.48  $0.47  $1.14  $0.79 

 

 

7.) Subordinated Debt:

 

In July 2007, a trust formed by the Company issued $5.0 million of floating rate trust preferred securities as part of a pooled offering of such securities due December 2037. The Company owns all $155,000 of the common securities issued by the trust. The securities bear interest at the 3-month LIBOR rate plus 1.45%. The rates at June 30, 20202021 and December 31, 20192020 were 1.76%1.57% and 3.34%1.67%, respectively. The Company issued subordinated debentures to the trust in exchange for the proceeds of the trust preferred offering. The debentures represent the sole assets of this trust. The Company may redeem the subordinated debentures, in whole or in part, at par.

 

The trust is not consolidated with the Company’s financial statements. Accordingly, the Company does not report the securities issued by the trust as liabilities, but instead reports as liabilities the subordinated debentures issued by the Company and held by the trust. The subordinated debentures qualify as Tier 1 capital for regulatory purposes in determining and evaluating the Company’s capital adequacy.

20

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

8.) Commitments:

 

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. Such instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the Consolidated Balance Sheets. The contract or notional amounts on those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

 

In the event of nonperformance by the other party, the Company’s exposure to credit loss on these financial instruments is represented by the contract or notional amount of the instrument. The Company uses the same credit policies in making commitments and conditional obligations as it does for instruments recorded on the balance sheet. The amount and nature of collateral obtained, if any, is based on management’s credit evaluation.

 

The following table is a summary of such contractual commitments:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

June 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

Commitments to extend credit:

          

Fixed rate

 $31,927  $19,755  $45,117  $25,201 

Variable rate

 90,272  75,147  86,360  78,706 

Standby letters of credit

 3,905  3,905  1,219  3,870 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Generally, these financial arrangements have fixed expiration dates or other termination clauses and may require payment of a fee. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties. The increase in commitments is in line with the Company’s increased focus on commercial and industrial lending, and specifically construction loans requiring future draws.

 

The Company also offers limited overdraft protection as a non-contractual courtesy which is available to businesses as well as individually/jointly owned accounts in good standing for personal or household use. The Company reserves the right to discontinue this service without prior notice.

 

The following table is a summary of overdraft protection for the periods indicated:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

June 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

Overdraft protection available on depositors' accounts

 $7,794  $8,070  $7,749  $8,010 

Balance of overdrafts included in loans

 53  130  67  137 

Average daily balance of overdrafts

 638  112  198  365 

Average daily balance of overdrafts as a percentage of available

 8.19% 1.39% 2.56% 4.56%

 

Customer Derivatives - Interest Rate Swaps/Floors – The Company enters into interest rate swaps that allow our commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate into a fixed-rate. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third party are not designated as hedges under FASB ASC 815 and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. There was no effect on earnings in any periods presented. At June 30, 20202021, based on the contract values, the Company had 4three U.S. Government-sponsored mortgage-backed securities pledged for collateral on its interest rate swaps with the third party financial institution at a fair value of $5.2$3.2 million. At December 31, 20192020 based upon the swap contract values, the Company had 2four U.S. Government-sponsored mortgage-backed securities pledged for collateral on its interest rate swaps with a third-party financial institution with a fair value of $2.8$4.7 million.

 

21

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Summary information regarding these derivatives is presented below:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Notional Amount

     

Fair Value

  

Notional Amount

     

Fair Value

 
 

June 30,

 

December 31,

     

June 30,

 

December 31,

  

June 30,

 

December 31,

     

June 30,

 

December 31,

 
 

2020

  

2019

 

Interest Rate Paid

 

Interest Rate Received

 

2020

  

2019

  

2021

  

2020

 

Interest Rate Paid

 

Interest Rate Received

 

2021

  

2020

 

Customer interest rate swap

                          

Maturing in 2020

 $2,262  $2,312 

1 Mo. Libor + Margin

 

Fixed

 $15  $4 

Maturing in 2025

 4,364  4,557 

1 Mo. Libor + Margin

 

Fixed

 344  134  $3,967  $4,167 

1 Mo. Libor + Margin

 

Fixed

 $213  $292 

Maturing in 2026

 1,758  1,822 

1 Mo. Libor + Margin

 

Fixed

 125  19  1,627  1,694 

1 Mo. Libor + Margin

 

Fixed

 68  105 

Maturing in 2027

 13,143  13,363 

1 Mo. Libor + Margin

 

Fixed

 1,636  636  12,685  12,918 

1 Mo. Libor + Margin

 

Fixed

 992  1,408 

Maturing in 2028

 6,064  6,068 

1 Mo. Libor + Margin

 

Fixed

 1,078  548  4,883  5,953 

1 Mo. Libor + Margin

 

Fixed

 644  958 

Maturing in 2029

 3,685  3,721 

1 Mo. Libor + Margin

 

Fixed

 350  (19) 3,554  3,627 

1 Mo. Libor + Margin

 

Fixed

 154  282 

Maturing in 2030

 6,042  3,649 

1 Mo. Libor + Margin

 

Fixed

 469  44  5,642  17,602 

1 Mo. Libor + Margin

 

Fixed

 191  646 

Maturing in 2032

 2,593   

1 Mo. Libor + Margin

 

Fixed

 218    2,424  2,509 

1 Mo. Libor + Margin

 

Fixed

 92  170 

Maturing in 2033

  1,108   1,121 

1 Mo. Libor + Margin

 

Fixed

  201   56  1,082  1,095 

1 Mo. Libor + Margin

 

Fixed

 102  156 

Third party interest rate swap

             

Maturing in 2030

  13,740  0 

Fixed

 

1 Mo. Libor + Margin

  124  0 

Total

 $41,019  $36,613     $4,436  $1,422  $49,604  $49,565     $2,580  $4,017 
                          

Third party interest rate swap

                          

Maturing in 2020

 $2,262  $2,312 

Fixed

 

1 Mo. Libor + Margin

 $(15) $(4)

Maturing in 2025

 4,364  4,557 

Fixed

 

1 Mo. Libor + Margin

 (344) (134) $3,967  $4,167 

Fixed

 

1 Mo. Libor + Margin

 $(213) $(292)

Maturing in 2026

 1,758  1,822 

Fixed

 

1 Mo. Libor + Margin

 (125) (19) 1,627  1,694 

Fixed

 

1 Mo. Libor + Margin

 (68) (105)

Maturing in 2027

 13,143  13,363 

Fixed

 

1 Mo. Libor + Margin

 (1,636) (636) 12,685  12,918 

Fixed

 

1 Mo. Libor + Margin

 (992) (1,408)

Maturing in 2028

 6,064  6,068 

Fixed

 

1 Mo. Libor + Margin

 (1,078) (548) 4,883  5,953 

Fixed

 

1 Mo. Libor + Margin

 (644) (958)

Maturing in 2029

 3,685  3,721 

Fixed

 

1 Mo. Libor + Margin

 (350) 19  3,554  3,627 

Fixed

 

1 Mo. Libor + Margin

 (154) (282)

Maturing in 2030

 6,042  3,649 

Fixed

 

1 Mo. Libor + Margin

 (469) (44) 5,642  17,602 

Fixed

 

1 Mo. Libor + Margin

 (191) (646)

Maturing in 2032

 2,593   

Fixed

 

1 Mo. Libor + Margin

 (218)   2,424  2,509 

Fixed

 

1 Mo. Libor + Margin

 (92) (170)

Maturing in 2033

  1,108   1,121 

Fixed

 

1 Mo. Libor + Margin

  (201)  (56) 1,082  1,095 

Fixed

 

1 Mo. Libor + Margin

 (102) (156)

Customer interest rate swap

             

Maturing in 2030

  13,740  0 

1 Mo. Libor + Margin

 

Fixed

  (124)  0 

Total

 $41,019  $36,613     $(4,436) $(1,422) $49,604  $49,565     $(2,580) $(4,017)

 

The following table presents the fair values of derivative instruments in the balance sheet:

 

(Amounts in thousands)

  

(Amounts in thousands)

 

Assets

 

Liabilities

  

Assets

 

Liabilities

 

Balance Sheet Location

 

Fair Value

 

Balance Sheet Location

 

Fair Value

  

Balance Sheet Location

 

Fair Value

 

Balance Sheet Location

 

Fair Value

 

June 30, 2020

        

June 30, 2021

         

Interest rate derivatives

Other assets

 $4,436 

Other liabilities

 $4,436  

Other assets

 $2,580 

Other liabilities

 $2,580 
                 

December 31, 2019

        

December 31, 2020

         

Interest rate derivatives

Other assets

 $1,422 

Other liabilities

 $1,422  

Other assets

 $4,017 

Other liabilities

 $4,017 

 

22

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

9.) Fair Value of Assets and Liabilities:

 

Measurements

 

The Company groups assets and liabilities recorded at fair value into three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with level 1 considered highest and level 3 considered lowest). A brief description of each level follows:

 

 

Level 1:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

 

Level 2:

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but which trade less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

 

Level 3:

Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where inputs into the determination of fair value require significant management judgment or estimation.

 

Such techniques and assumptions, as they apply to individual categories of the financial instruments, are as follows:

 

Investment securities available-for-sale– Fair values of securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities.

 

Loans held for sale – Loans held for sale consist of residential mortgage loans originated for sale. Loans held for sale are recorded at fair value based on what the secondary markets have offered on best efforts commitments.

 

Interest rate derivatives – The fair value is based on settlement values adjusted for credit risks associated with the counter parties and the Company and observable market interest rate curves.

 

The following table presents the assets reported on the Consolidated Balance Sheets, on a recurring basis, at their fair value as of June 30, 20202021 and December 31, 20192020 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

 

(Amounts in thousands)

    (Amounts in thousands) 
   

Fair Value Measurements at June 30, 2020 Using

     

Fair Value Measurements at June 30, 2021 Using

 
 

June 30,

        

June 30,

       

Description

 

2020

  

Level 1

  

Level 2

  

Level 3

  

2021

  Level 1  

Level 2

  

Level 3

 

ASSETS

                  

U.S. Government agencies and corporations

 $351  $  $351  $ 

Obligations of states and political subdivisions

 87,553    87,553    $95,258  $0  $95,258  $0 

U.S. Government-sponsored mortgage-backed securities

 62,497    62,497    65,494  0  65,494  0 

U.S. Government-sponsored collateralized mortgage obligations

 6,530    6,530    5,694  0  5,694  0 

U.S. Government-guaranteed small business administration pools

 5,995    5,995    4,867  0  4,867  0 

Loans held for sale

 4,563  4,563      3,519  3,519  0  0 

Interest rate derivatives

 4,436    4,436    2,580  0  2,580  0 
  

LIABILITIES

                  

Interest rate derivatives

 $4,436  $  $4,436  $  $2,580  $0  $2,580  $0 

 

23

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

(Amounts in thousands)

    (Amounts in thousands) 
   

Fair Value Measurements at December 31, 2019 Using

     

Fair Value Measurements at December 31, 2020 Using

 
 

December 31,

        

December 31,

       

Description

 

2019

  

Level 1

  

Level 2

  

Level 3

  

2020

  

Level 1

  

Level 2

  

Level 3

 

ASSETS

                  

U.S. Government agencies and corporations

 $3,310  $  $3,310  $ 

Obligations of states and political subdivisions

 69,626    69,626    $88,081  $0  $88,081  $0 

U.S. Government-sponsored mortgage-backed securities

 48,237    48,237    69,596  0  69,596  0 

U.S. Government-sponsored collateralized mortgage obligations

 8,481    8,481    4,768  0  4,768  0 

U.S. Government-guaranteed small business administration pools

 6,477    6,477    5,430  0  5,430  0 

Loans held for sale

 4,890  4,890      6,876  6,876  0  0 

Interest rate derivatives

 1,422    1,422    4,017  0  4,017  0 
  

LIABILITIES

                  

Interest rate derivatives

 $1,422  $  $1,422  $  $4,017  $0  $4,017  $0 

 

The following table presents quantitative information about the Level 3 significant inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 20202021 and December 31, 20192020.

 

  

(Amounts in thousands)

 
  

Fair value at June 30,

 

Valuation

 

Significant Unobservable

    
  

2020

 

Technique

 

Input

 

Range of Inputs

 

Impaired loans

 $233 

Appraisal of Collateral

 

Appraisal Adjustments

  (76)%
       

Liquidation Expenses

  (10)%
  

(Amounts in thousands)

 
  Fair value at June 30, 

Valuation

 

Significant Unobservable

    
  

2021

 

Technique

 

Input

 

Range of Inputs

 

Impaired loans

 $231 

Appraisal of Collateral

 

Appraisal Adjustments

  (76)%
       

Liquidation Expenses

  (10)%

 

  

(Amounts in thousands)

 
  

Fair value at December 31,

 

Valuation

 

Significant Unobservable

    
  

2019

 

Technique

 

Input

 

Range of Inputs

 

Impaired loans

 $405 

Appraisal of Collateral

 

Appraisal Adjustments

  (76)%
       

Liquidation Expenses

  (10)%
  

(Amounts in thousands)

 
  Fair value at December 31, 

Valuation

 

Significant Unobservable

    
  

2020

 

Technique

 

Input

 

Range of Inputs

 

Impaired loans

 $231 

Appraisal of Collateral

 

Appraisal Adjustments

  (76)%
       

Liquidation Expenses

  (10)%

 

Financial Instruments

 

The Company discloses fair value information about financial instruments, whether or not recognized in the Consolidated Balance Sheets, for which it is practicable to estimate the value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other estimation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.

 

In addition, other assets and liabilities of the Company that are not defined as financial instruments are not included in the disclosures, such as property and equipment. Also, non-financial instruments typically not recognized in financial statements nevertheless may have value but are not included in the above disclosures. These include, among other items, the estimated earning power of core deposit accounts, the trained work force, customer goodwill and similar items. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

 

24

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

The carrying amounts and fair values of the Company’s financial instruments carried at amortized cost are as follows:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

June 30, 2020

  

June 30, 2021

 
 

Carrying

          

Carrying

         
 

Amount

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

  

Amount

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

 

ASSETS:

                      

Cash and cash equivalents

 $33,098  $33,098  $  $  $33,098  $73,265  $73,265  $0  $0  $73,265 

Net loans

 522,577      524,557  524,557  486,007  0  0  487,664  487,664 

Bank-owned life insurance

 17,956  17,956      17,956  21,394  21,394  0  0  21,394 

Accrued interest receivable

 1,815  1,815      1,815  2,383  2,383  0  0  2,383 
  

LIABILITIES:

                      

Demand, savings and money market deposits

 $525,968  $525,968  $  $  $525,968  $611,961  $611,961  $0  $0  $611,961 

Time deposits

 122,449      123,912  123,912  65,672  0  0  66,426  66,426 

Securities sold under agreements to repurchase

 3,328  3,328      3,328  2,897  2,897  0  0  2,897 

Federal Home Loan Bank advances - short term

 7,000      7,006  7,006 

Federal Home Loan Bank advances - long term

 24,000      24,487  24,487  10,000  0  0  10,195  10,195 

Subordinated debt

 5,155      4,299  4,299  5,155  0  0  5,149  5,149 

Accrued interest payable

 406  406      406  163  163  0  0  163 

 

  

(Amounts in thousands)

 
  

December 31, 2019

 
  

Carrying

                 
  

Amount

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

 

ASSETS:

                    

Cash and cash equivalents

 $27,815  $27,815  $  $  $27,815 

Net loans

  514,251         517,787   517,787 

Bank-owned life insurance

  17,768   17,768         17,768 

Accrued interest receivable

  2,336   2,336         2,336 
                     

LIABILITIES:

                    

Demand, savings and money market deposits

 $476,358  $476,358  $  $  $476,358 

Time deposits

  142,023         143,485   143,485 

Securities sold under agreements to repurchase

  1,922   1,922         1,922 

Federal Home Loan Bank advances - short term

               

Federal Home Loan Bank advances - long term

  24,000         24,005   24,005 

Subordinated debt

  5,155         4,835   4,835 

Accrued interest payable

  510   510         510 

  

(Amounts in thousands)

 
  

December 31, 2020

 
  

Carrying

                 
  

Amount

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

 

ASSETS:

                    

Cash and cash equivalents

 $36,108  $36,108  $0  $0  $36,108 

Net loans

  550,741   0   0   553,949   553,949 

Bank-owned life insurance

  21,166   21,166   0   0   21,166 

Accrued interest receivable

  2,436   2,436   0   0   2,436 
                     

LIABILITIES:

                    

Demand, savings and money market deposits

 $603,446  $603,446  $0  $0  $603,446 

Time deposits

  97,064   0   0   98,227   98,227 

Securities sold under agreements to repurchase

  1,488   1,488   0   0   1,488 

Federal Home Loan Bank advances - short term

  2,000   0   0   2,002   2,002 

Federal Home Loan Bank advances - long term

  16,000   0   0   16,326   16,326 

Subordinated debt

  5,155   0   0   4,938   4,938 

Accrued interest payable

  283   283   0   0   283 

 

25

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

10.) Accumulated Other Comprehensive Income (Loss):

 

The following table presents the changes in accumulated other comprehensive income (loss) by component net of tax for the three and six months ended June 30, 20202021 and 20192020:

 

 

(Amounts in thousands)

 
 

Three Months Ended

 

Six Months Ended

 
 

June 30,

  

June 30,

 
 

2020

  

2019

  

2020

  

2019

 
 

Unrealized

   

Unrealized

   

Unrealized

   

Unrealized

   
 

gains

   

gains

   

gains

   

gains

    

(Amounts in thousands)

 
 

(losses) on

 

Change in

 

(losses) on

 

Change in

 

(losses) on

 

Change in

 

(losses) on

 

Change in

  

Three Months Ended

 

Six Months Ended

 
 

available-

 

pension and

 

available-

 

pension and

 

available-

 

pension and

 

available-

 

pension and

  

June 30,

  

June 30,

 
 

for-sale

 

postretirement

 

for-sale

 

postretirement

 

for-sale

 

postretirement

 

for-sale

 

postretirement

  

2021

  

2020

  

2021

  

2020

 
 

securities (a)

  

obligations (a)

  

securities (a)

  

obligations (a)

  

securities (a)

  

obligations (a)

  

securities (a)

  

obligations (a)

  

Unrealized gains (losses) on available-for-sale securities (a)

 

Change in pension and postretirement obligations (a)

 

Unrealized gains (losses) on available-for-sale securities (a)

 

Change in pension and postretirement obligations (a)

 

Unrealized gains (losses) on available-for-sale securities (a)

 

Change in pension and postretirement obligations (a)

 

Unrealized gains (losses) on available-for-sale securities (a)

 

Change in pension and postretirement obligations (a)

 

Beginning balance

 $2,344  $57  $(1,815) $37  $1,107  $61  $(3,686) $30  $3,158  $(41) $2,344  $57  $4,909  $(42) $1,107  $61 

Other comprehensive income (loss) before reclassification

 1,201  (7) 1,597  7  2,438  (11) 3,468  14  760  3  1,201  (7) (935) 4  2,438  (11)
Amount reclassified from accumulated other comprehensive income or loss  (14)    35    (14)    35     12   0   (14)  0   (44)  0   (14)  0 
Total other comprehensive income (loss)  1,187  (7)  1,632  7  2,424  (11)  3,503  14   772   3   1,187   (7)  (979)  4   2,424   (11)

Ending balance

 $3,531  $50  $(183) $44  $3,531  $50  $(183) $44  $3,930  $(38) $3,531  $50  $3,930  $(38) $3,531  $50 

 

(a)

All amounts are net of tax. Amounts in parentheses indicate debits.

 

ThereThe following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 20202021 and 20192020.

 

 

(Amounts in thousands)

  
 

Three Months Ended

 

Six Months Ended

  
 

June 30,

  

June 30,

  
 

2020

  

2019

  

2020

  

2019

  
 

Amount

 

Amount

 

Amount

 

Amount

  
 

reclassified

 

reclassified

 

reclassified

 

reclassified

 

Affected line

 

from

 

from

 

from

 

from

 

item in the

 

(Amounts in thousands)

 
 

accumulated

 

accumulated

 

accumulated

 

accumulated

 

statement

 

Three Months Ended

 

Six Months Ended

  
 

other

 

other

 

other

 

other

 

where

 

June 30,

  

June 30,

  
 

comprehensive

 

comprehensive

 

comprehensive

 

comprehensive

 

net income

 

2021

  

2020

  

2021

  

2020

  
 

income or loss (a)

  

income or loss (a)

  

income or loss (a)

  

income or loss (a)

 

is presented

 

Amount reclassified from accumulated other comprehensive income or loss (a)

 

Amount reclassified from accumulated other comprehensive income or loss (a)

 

Amount reclassified from accumulated other comprehensive income or loss (a)

 

Amount reclassified from accumulated other comprehensive income or loss (a)

 

Affected line item in the Consolidated Statements of Income

Details about other comprehensive income or loss:

           

Unrealized gains (losses) on available-for-sale securities

 $18  $(44) $18  $(44)

Investment securities available-for-sale gains (losses), net

 $(15) $18  $56  $18 

Investment securities available-for-sale gains (losses), net

Tax effect

  3   (4)  (12)  (4)

Federal income tax expense

  (4)  9   (4)  9 

Federal income tax expense

 $(12) $14  $44  $14  
 $14  $(35) $14  $(35) 

 

 

11.) Post-Retirement Obligations:

 

The Company accrues for the monthly benefit expense of post-retirement cost of insurance for split dollar life insurance coverage. The following table presents the changes in the accumulated liability:

 

  

(Amounts in thousands)

 
  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Beginning balance

 $758  $823  $745  $831 

Expense recorded

  9   (1)  18   (2)

Other comprehensive loss (income) recorded

  7   (7)  11   (14)

Ending balance

 $774  $815  $774  $815 

  

(Amounts in thousands)

 
  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2021

  

2020

  

2021

  

2020

 

Beginning balance

 $918  $758  $911  $745 

Expense recorded

  10   9   18   18 

Other comprehensive (income) loss recorded

  (3)  7   (4)  11 

Ending balance

 $925  $774  $925  $774 

 

 

12.) Stock Repurchase Program:

 

On December 18, 2018, the Company’s Board of Directors approved a program which allows the Company to repurchase up to 300,000 shares, or approximately 6.9% of the 4,349,624 outstanding shares of common stock effective December 18, 2018. This program terminated on December 31, 2019. The company purchased 54,000 shares under this program. On December 17, 2019, the Company’s Board of Directors approved a new program which allows the Company to purchase up to 200,000 shares, or approximately 4.6% of the 4,323,822 outstanding shares of common stock at December 17, 2019. On March 17, 2020 the Company’s Board of Directors approved an increase in the number of shares authorized for repurchase under the December 17, 2019 plan by 100,000 shares bringing the total to 300,000 shares authorized. This program will terminateexpired on December 31, 2020,2020. or upon purchase of 300,000 shares if earlier or at any time without prior notice. As of June 30, 2020, theThe Company purchased 146,318 shares under this program. program in calendar 2020, all of which occurred in the three months ended March 31, 2020.  On January 19, 2021, the Company's Board of Directors approved a new program which allows for the Company to repurchase up to 200,000 shares, or approximately 4.7% of the 4,223,153 outstanding shares of common stock at January 19, 2021.  This program will expire on December 31, 2021. The Company purchased 14,149 shares in the six months ended June 30, 2021. Repurchased shares are designated as treasury shares, available for general corporate purposes, including possible use in connection with the Company’s dividend reinvestment program, employee benefit plans, acquisitions or other distributions. Based on the value of the Company’s stock on June 30, 20202021, the remaining authorization to repurchase the stock for the program is approximately $2$5.0 million.

26

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

13.) Securities Sold Under Agreements to Repurchase:

 

The following table provides additional detail regarding repurchase agreements:

 

  

(Amounts in thousands)

 
  

Repurchase Agreements (Sweep)

 
  

Accounted for as Secured Borrowings

 
  

At June 30,

  

At December 31,

 
  

2020

  

2019

 
  

Remaining Contractual Maturity

 
  

of the Agreements

 
  

Overnight and

  

Overnight and

 
  

Continuous

  

Continuous

 

Repurchase agreements:

        

U.S. Government-sponsored mortgage-backed securities

 $4,431  $2,750 

Total collateral carrying value

 $4,431  $2,750 

Total repurchase agreements

 $3,328  $1,922 

  

(Amounts in thousands)

 
  

Repurchase Agreements (Sweep)

 
  

Accounted for as Secured Borrowings

 
  

At June 30,

  

At December 31,

 
  

2021

  

2020

 
  

Remaining Contractual Maturity

 
  

of the Agreements

 
  

Overnight and

  

Overnight and

 
  

Continuous

  

Continuous

 

Repurchase agreements:

        

U.S. Government-sponsored mortgage-backed securities

 $5,152  $4,065 

Total collateral carrying value

 $5,152  $4,065 

Total repurchase agreements

 $2,897  $1,488 

 

 

14.) Equity Compensation:

 

The Omnibus Equity Plan permits the award of up to 340,000 shares to the Company’s employees to promote the long-term financial success of the Company, increasing shareholder value by providing employees the opportunity to acquire an ownership interest in the Company and enabling the Company and its related entities to attract and retain the services of those upon whom the successful conduct of business depends. In the first six months of 20202021, 47,567 sharesthere were granted49,125 grants of stock awarded to employees under the plan, compared to 30,15647,567 shares being granted under the plan in the first six months of 20192020. The Company is expensing the grant date fair value of all share-based compensation over the requisite vesting periods on a prorated straight-line basis.  In the first six months of 20202021 and 20192020, compensation expense of $234,000$218,000 and $501,000,$234,000, respectively, was recorded in the Consolidated Statements of Income. As of June 30, 20202021, there was $725,000$1.5 million of total unrecognized compensation expense related to the non-vested shares granted under the Plan. Shares awarded under this plan can vest immediately and/or on the anniversary of the award date from one to three years out if the employee remains employed with Cortland Bancorp. The remaining cost is expected to be recognized over a weighted average period of 13.328.6 months.

 

Granted shares are awarded upon a combination of service and achievement of performance objectives derived from one or more of the performance criteria. The main performance metrics used for the periods presented were three-year earnings per share growth and three-year return on equity ranked versus a peer group.

 

The following is the activity under the Omnibus Equity Plan during the six months ended June 30, 20202021:

 

   

Weighted Average

    

Weighted Average

 
   

Grant Date Fair

    

Grant Date Fair

 
 

Shares

  

Value

  

Shares

  

Value

 

Nonvested at January 1, 2020

 26,025  $21.78 

Nonvested at January 1, 2021

 51,456  $16.29 

Granted

 47,567  15.82  49,125  23.00 

Vested

 (22,136) 21.74  (19,742) 17.04 

Forfeited

        0   0 

Nonvested at June 30, 2020

  51,456  $16.29 

Nonvested at June 30, 2021

  80,839  $20.18 

 

The Director Equity Plan permits the award of up to 113,000 shares to nonemployee directors to promote the long-term financial success of the Company, increasing shareholder value by enabling the Company and its related entities to attract and retain the services of those directors upon whom the successful conduct of business depends.  There were 2,6841,947 Board approved shares granted under the plan to the directors in the first six months of 20202021, and there were 1,525compared to 2,684 Board approved shares granted under the plan in the first six months of 20192020. In the first six months of 20202021, there was $43,000$45,000 of expense recorded in the Consolidated Statements of Income, and there was 0compared to $43,000 of expense recorded in the first six months of 20192020.

 

Note 15.) Risks and Uncertainties:

The impact of the COVID-19 pandemic is fluid and continues to evolve, adversely affecting many of the Company's customers. The pandemic and its associated impacts on trade, travel, employee productivity, unemployment and consumer spending has resulted in less economic activity and volatility and disruption in the financial markets. The ultimate extent of the impact of the COVID-19 pandemic on the Company's business, financial condition, and results of operations is currently uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory, and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our customers, employees, and vendors. While the full effects of the pandemic remain unknown, the Company is committed to supporting its customers, employees, and communities during this difficult time.

Note 16.) Business Combination:

On June 22, 2021, the Company entered into an agreement and plan of merger with Farmers National Banc Corp (“Farmers”), wherein The Cortland Savings and Banking Company will merge with and into The Farmers National Bank of Canfield, a wholly owned subsidiary of Farmers. This transaction is subject to receipt of Cortland shareholder approval and customary regulatory approvals and is expected to close during the fourth quarter of 2021.

Pursuant to the terms of the Merger Agreement each common share, without par value, of Cortland shares issued and outstanding will have the right to receive, without interest, $28.00 in cash or 1.75 common shares of Farmers, without par value. Shares converted to Farmers common shares are limited to 75% of the number of Cortland common shares outstanding.

27


 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

 

CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (UNAUDITED)

 

 

(Fully taxable equivalent basis in thousands of dollars)

  

(Fully taxable equivalent basis in thousands of dollars)

 
 

YEAR-TO-DATE AS OF

  

YEAR-TO-DATE AS OF

 
 

June 30, 2020

  

June 30, 2019

  

June 30, 2021

  

June 30, 2020

 
 

Average

   

Average

 

Average

   

Average

  

Average

   

Average

 

Average

   

Average

 
 

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

 

ASSETS

                        

Interest earning deposits

 $30,933  $70   0.45% $12,906  $145  2.25% $47,635  $26  0.11% $30,933  $70  0.45%

Investment securities (1) (2) (3)

  139,547   1,882   2.70% 141,304  2,018  2.86% 166,257  1,847  2.22% 139,547  1,882  2.70%

Loans (1) (2) (3)

  515,887   11,824   4.59%  490,843   12,996  5.32%  527,452   11,972  4.56%  515,887   11,824  4.59%

Total interest-earning assets

  686,367  $13,776   4.02% 645,053  $15,159  4.72% 741,344  $13,845  3.75% 686,367  $13,776  4.02%

Cash and due from banks

  7,509       7,431       7,995       7,509      

Bank premises and equipment

  11,886       10,252       11,513       11,886      

Other assets

  38,544        28,138        43,344        38,544      

Total non-interest-earning assets

  57,939        45,821        62,852        57,939      

Total assets

 $744,306       $690,874       $804,196       $744,306      

LIABILITIES AND SHAREHOLDERS' EQUITY

                        

Interest-bearing demand deposits

 $217,123  $761   0.70% $198,679  $929  0.94% $248,157  $301  0.24% $217,123  $761  0.70%

Savings

  114,325   56   0.10% 110,505  49  0.09% 139,187  60  0.09% 114,325  56  0.10%

Time

  134,793   1,162   1.73%  137,479   1,391  2.04%  83,652   479  1.15%  134,793   1,162  1.73%

Total interest-bearing deposits

  466,241   1,979   0.85% 446,663  2,369  1.07% 470,996  840  0.36% 466,241  1,979  0.85%

Other borrowings

  25,872   182   1.40% 25,967  289  2.25% 15,388  62  0.82% 25,872  182  1.40%

Subordinated debt

  5,155   68   2.63%  5,155   107  4.12%  5,155   43  1.68%  5,155   68  2.63%

Total interest-bearing liabilities

  497,268  $2,229   0.90% 477,785  $2,765  1.17% 491,539  $945  0.39% 497,268  $2,229  0.90%

Demand deposits

  154,483       133,668       216,481       154,483      

Other liabilities

  15,778       11,830       14,241       15,778      

Shareholders' equity

  76,777        67,591        81,935        76,777      

Total liabilities and shareholders' equity

 $744,306       $690,874       $804,196       $744,306      

Net interest income

     $11,547       $12,394        $12,900       $11,547    

Net interest rate spread (4)

          3.12%       3.55%        3.36%       3.12%

Net interest margin (5)

          3.37%       3.85%        3.49%       3.37%

Ratio of interest-earning assets to interest-bearing liabilities

          1.38        1.35         1.51        1.38 

 

(1)

Includes both taxable and tax-exempt loans and investment securities.

(2)

The amounts are presented on a fully taxable equivalent basis using the statutory rate of 21% in 20202021 and 20192020 and have been adjusted to reflect the effect of disallowed interest expenses related to carrying tax-exempt assets. The tax equivalent income adjustment for loans and investment securities was $7,000 and $284,000, respectively, for June 30, 2021, and $3,000 and $225,000, respectively, for June 30, 2020, and $3,000 and $165,000, respectively, for June 30, 2019.2020.

(3)

Average balance outstanding includes the average amount outstanding of all non-accrual investment securities and loans. Investment securities consist of average total principal adjusted for amortization of premium and accretion of discount and includes both taxable and tax-exempt securities. Loans consist of average total loans, including loans held for sale, less average unearned income.

(4)

Interest rate spread represents the difference between the yield on earning assets and the rate paid on interest-bearing liabilities.

(5)

Net interest margin is calculated by dividing net interest income by total interest-earning assets.

 

28


 

CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (UNAUDITED)

 

 

(Fully taxable equivalent basis in thousands of dollars)

  

(Fully taxable equivalent basis in thousands of dollars)

 
 

QUARTER-TO-DATE AS OF

  

QUARTER-TO-DATE AS OF

 
 

June 30, 2020

  

March 31, 2020

  

June 30, 2019

  

June 30, 2021

  

March 31, 2021

  

June 30, 2020

 
 

Average

   

Average

 

Average

   

Average

 

Average

   

Average

  

Average

   

Average

 

Average

   

Average

 

Average

   

Average

 
 

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

 

ASSETS

                                                      

Interest earning deposits

 $45,708  $14  0.12% $16,158  $56  1.39% $16,920  $87  2.04% $63,161  $16  0.10% $31,937  $10  0.13% $45,708  $14  0.12%

Investment securities (1) (2) (3)

 144,125  955  2.64% 134,969  927  2.81% 139,737  987  2.82% 170,770  931  2.18% 161,695  916  2.27% 144,125  955  2.64%

Loans (1) (2) (3)

  525,913   5,768  4.39%  505,861   6,056  4.79%  484,648   6,411  5.30%  513,067   5,824   4.55%  541,996   6,148   4.57%  525,913   5,768   4.39%

Total interest-earning assets

 715,746  $6,737  3.77% 656,988  $7,039  4.30% 641,305  $7,485  4.67% 746,998  $6,771  3.63% 735,628  $7,074  3.87% 715,746  $6,737  3.77%

Cash and due from banks

 7,466       7,551       7,570       8,134       7,853       7,466      

Bank premises and equipment

 12,161       11,612       10,464       11,405       11,623       12,161      

Other assets

  39,431        37,657        29,947        41,843        44,863        39,431      

Total non-interest-earning assets

  59,058        56,820        47,981        61,382        64,339        59,058      

Total assets

 $774,804       $713,808       $689,286       $808,380       $799,967       $774,804      

LIABILITIES AND SHAREHOLDERS' EQUITY

                                                      

Interest-bearing demand deposits

 $218,889  $331  0.61% $215,356  $430  0.80% $189,596  $455  0.96% $248,302  $143  0.23% $248,010  $158  0.26% $218,889  $331  0.61%

Savings

 116,666  29  0.10% 111,983  27  0.10% 110,070  25  0.09% 143,857  32  0.09% 134,465  28  0.08% 116,666  29  0.10%

Time

  135,677   523  1.54%  133,912   639  1.91%  140,719   728  2.08%  76,142   191   1.01%  91,244   288   1.28%  135,677   523   1.54%

Total interest-bearing deposits

 471,232  883  0.75% 461,251  1,096  0.95% 440,385  1,208  1.10% 468,301  366  0.31% 473,719  474  0.41% 471,232  883  0.75%

Other borrowings

 29,723  94  1.26% 22,021  88  1.60% 24,388  138  2.26% 12,696  24  0.76% 18,112  38  0.85% 29,723  94  1.26%

Subordinated debt

  5,155   27  2.12%  5,155   41  3.12%  5,155   53  4.03%  5,155   21   1.63%  5,155   22   1.73%  5,155   27   2.12%

Total interest-bearing liabilities

 506,110  $1,004  0.80% 488,427  $1,225  1.01% 469,928  $1,399  1.19% 486,152  $411  0.34% 496,986  $534  0.44% 506,110  $1,004  0.80%

Demand deposits

 177,055       131,912       137,552       226,680       206,168       177,055      

Other liabilities

 17,679       13,876       12,649       13,278       15,217       17,679      

Shareholders' equity

  73,960        79,593        69,157        82,270        81,596        73,960      

Total liabilities and shareholders' equity

 $774,804       $713,808       $689,286       $808,380       $799,967       $774,804      

Net interest income

    $5,733       $5,814       $6,086        $6,360       $6,540       $5,733    

Net interest rate spread (4)

        2.97%       3.29%       3.48%        3.29%       3.43%       2.97%

Net interest margin (5)

        3.21%       3.56%       3.80%        3.41%       3.58%       3.21%

Ratio of interest-earning assets to interest-bearing liabilities

        1.41        1.35        1.36         1.54        1.48        1.41 

 

(1)

Includes both taxable and tax-exempt loans and investment securities.

(2)

The amounts are presented on a fully taxable equivalent basis using the statutory rate of 21% in 20202021 and 20192020 and have been adjusted to reflect the effect of disallowed interest expenses related to carrying tax-exempt assets. The tax equivalent income adjustment for loans and investment securities was $4,000 and $145,000, respectively, for June 30, 2021, $3,000 and $139,000, respectively, for March 31, 2021; and $1,000 and $118,000, respectively, for June 30, 2020, $2,000 and $107,000, respectively, for March 31, 2020; and $3,000 and $165,000, respectively, for June 30, 2019.2020.

(3)

Average balance outstanding includes the average amount outstanding of all non-accrual investment securities and loans. Investment securities consist of average total principal adjusted for amortization of premium and accretion of discount and includes both taxable and tax-exempt securities. Loans consist of average total loans, including loans held for sale, less average unearned income.

(4)

Interest rate spread represents the difference between the yield on earning assets and the rate paid on interest-bearing liabilities.

(5)

Net interest margin is calculated by dividing net interest income by total interest-earning assets.

 

29


 

SELECTED FINANCIAL DATA FOR THE QUARTER ENDED

(In thousands of dollars, except for ratios and per share amounts)

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

  

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

Unaudited

 

2020

  

2020

  

2019

  

2019

  

2019

  

2021

  

2021

  

2020

  

2020

  

2020

 

SUMMARY OF OPERATIONS

                              

Total interest income

 $6,618  $6,930  $7,428  $7,224  $7,401  $6,622  $6,932  $6,873  $6,671  $6,618 

Total interest expense

  (1,004)  (1,225)  (1,387)  (1,402)  (1,399)  (411)  (534)  (712)  (868)  (1,004)

NET INTEREST INCOME (NII)

 5,614  5,705  6,041  5,822  6,002  6,211  6,398  6,161  5,803  5,614 

Provision for loan losses

  (450)  (600)  (180)  (180)  (180)           (525)  (450)

NII after loss provision

 5,164  5,105  5,861  5,642  5,822  6,211  6,398  6,161  5,278  5,164 

Investment securities gains (losses)

 18        (44)

Investment securities gains

 (15) 71  122    18 

Mortgage banking gains

 900  596  381  492  344  714  800  1,119  1,281  900 

Other income

 797  856  958  935  752  766  913  1,127  684  797 

Total non-interest expense

  (4,578)  (4,980)  (4,903)  (4,761)  (5,339)  (5,382)  (4,935)  (5,195)  (4,721)  (4,578)

Income before tax expense

 2,301  1,577  2,297  2,308  1,535  2,294  3,247  3,334  2,522  2,301 

Federal income tax expense

  369   206   393   363   207   297   481   536   360   369 

Net income

 $1,932  $1,371  $1,904  $1,945  $1,328  $1,997  $2,766  $2,798  $2,162  $1,932 
  

PER COMMON SHARE DATA (1)

                              

Earnings per share, basic and diluted

 $0.47  $0.32  $0.44  $0.45  $0.30  $0.48  $0.66  $0.67  $0.51  $0.47 

Book value

 17.94  17.32  17.19  16.93  16.25  19.55  19.25  19.18  18.51  17.94 

Cash dividends declared per share

 0.14  0.19  0.12  0.11  0.11  0.15  0.19  0.14  0.14  0.14 
  

BALANCE SHEET DATA

                              

Assets

 $780,017  $712,650  $737,162  $700,621  $690,683  $792,998  $791,705  $821,305  $811,625  $780,017 

Investments

 165,957  133,638  138,966  139,291  139,071  174,344  170,174  170,906  170,608  165,957 

Loans

 528,097  482,239  518,716  488,435  477,946  491,986  518,618  556,760  534,146  528,097 

Allowance for loan losses

 5,520  5,087  4,465  4,641  4,485  5,979  6,020  6,019  6,045  5,520 

Deposits

 648,417  593,256  618,381  587,128  576,914  677,633  680,311  700,510  680,640  648,417 

Borrowings

 39,483  30,830  31,077  25,462  28,830  18,052  16,948  24,643  37,243  39,483 

Shareholders' equity

 75,772  73,209  74,338  74,153  71,164  83,223  81,096  81,005  78,148  75,772 
  

AVERAGE BALANCES

                              

Assets

 $774,804  $713,808  $712,629  $694,421  $689,286  $808,380  $799,967  $801,923  $809,834  $774,804 

Investments

 144,125  134,969  137,260  139,476  139,737  170,770  161,695  167,133  161,975  144,125 

Loans

 521,447  502,398  497,387  483,590  480,474  508,978  535,597  541,319  530,704  521,447 

Deposits

 648,287  593,163  594,794  580,971  577,937  694,981  679,887  678,781  677,948  648,287 

Borrowings

 34,878  27,176  28,857  26,691  29,543  17,851  23,267  27,837  37,842  34,878 

Shareholders' equity

 73,960  79,593  74,483  72,667  69,157  82,270  81,596  78,733  77,048  73,960 
  

ASSET QUALITY RATIOS

                              

Net (charge-offs) recoveries

 $(17) $22  $(356) $(24) $(35) $(41) $1  $(26) $  $(17)

Net (charge-offs) recoveries as a percentage of average total loans

 (0.01)% 0.02% (0.29)% (0.02)% (0.03)% (0.03)% % (0.02)% % (0.01)%

Loans 30 days or more beyond their contractual due date as a percent of total loans

 0.38% 0.59% 0.44% 0.55% 0.56% 0.39% 0.37% 0.27% 0.36% 0.38%

Nonperforming loans

 $7,918  $8,230  $8,545  $9,118  $8,992  $6,941  $7,876  $7,628  $7,746  $7,918 

Total nonperforming assets

 $7,918  $8,230  $8,545  $9,118  $8,992  $6,941  $7,876  $7,628  $7,746  $7,918 

Nonperforming assets as a percentage of:

                      

Total assets

 1.02% 1.15% 1.16% 1.30% 1.30% 0.88% 0.99% 0.93% 0.95% 1.02%

Equity plus allowance for loan losses

 9.74  10.51  10.84  11.57  11.89  7.78  9.04  8.77  9.20  9.74 

Tier I capital

 10.26  10.86  10.94  11.71  11.78  8.23  9.49  9.40  9.82  10.26 
  

FINANCIAL RATIOS

                              

Return on average equity

 10.45% 6.89% 10.23% 10.71% 7.68% 9.71% 13.56% 14.22% 11.22% 10.45%

Return on average assets

 1.00  0.77  1.07  1.12  0.77  0.99  1.38  1.40  1.07  1.00 

Efficiency ratio

 61.62  68.54  65.50  64.74  74.34  68.65  59.80  60.79  59.72  61.62 

Effective tax rate

 16.04  13.06  17.11  15.73  13.49  12.95  14.81  16.08  14.27  16.04 

Net interest margin

 3.21  3.56  3.74  3.70  3.80  3.41  3.58  3.40  3.17  3.21 

 

(1)

Basic earnings per common share are based on weighted average shares outstanding. Diluted earnings per share is after consideration of common stock equivalents. Cash dividends per common share are based on actual dividends declared. Book value per common share is based on shares outstanding at each period end.

 

30


 

Financial Review

 

The following is management’s discussion and analysis of the financial condition and results of operations of Cortland Bancorp (the Company). The discussion should be read in conjunction with the Consolidated Financial Statements and related notes and summary financial information included elsewhere in this quarterly report.

 

Note Regarding Forward-looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. In addition to historical information, certain information included in this discussion and other material filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company) may contain forward-looking statements that involve risks and uncertainties. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or similar terminology identify forward-looking statements. These statements reflect management’s beliefs and assumptions, and are based on information currently available to management.

 

Economic circumstances, the Company’s operations and actual results could differ significantly from those discussed in any forward-looking statements. Some of the factors that could cause or contribute to such differences are changes in the economy and interest rates either nationally or in the Company’s market area, including the impact of the impairment of securities; political actions, including failure of the United States Congress to raise the federal debt ceiling or the imposition of changes in the federal budget; changes in customer preferences and consumer behavior; increased competitive pressures or changes in either the nature or composition of competitors; changes in the legal and regulatory environment; changes in factors influencing liquidity, such as expectations regarding the rate of inflation or deflation, currency exchange rates, and other factors influencing market volatility; changes in assumptions underlying the establishment of reserves for possible loan losses, reserves for repurchase of mortgage loans sold and other estimates; and risks associated with other global economic activity caused by infectious disease outbreaks, including the recent outbreak of coronavirus, or COVID-19, and the significant impact that such outbreak has had and may have on our growth, operations, earnings and asset quality along with global political and financial factors.

 

While actual results may differ significantly from the results discussed in the forward-looking statements, the Company undertakes no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available.

 

 

SignificantRecent Developments

Business Combination

On June 22, 2021, the Company entered into an agreement and plan of merger with Farmers National Banc Corp (“Farmers”), wherein The Cortland Savings and Banking Company will merge with and into The Farmers National Bank of Canfield, a wholly owned subsidiary of Farmers. This transaction is subject to receipt of Cortland shareholder approval and customary regulatory approvals and is expected to close during the fourth quarter of 2021.

Pursuant to the terms of the Merger Agreement each common share, without par value, of Cortland shares issued and outstanding will have the right to receive, without interest, $28.00 in cash or 1.75 common shares of Farmers, without par value. Shares converted to Farmers common shares are limited to 75% of the number of Cortland common shares outstanding.

Impact of COVID-19

 

Each item listed below materially affects the comparability of our results of operations for the three and six months ended June 30, 20202021 and 2019,2020, and our financial condition as of June 30, 20202021 and December 31, 2019,2020, and may affect the comparability of financial information we report in future fiscal periods.

Impact of COVID-19

 

The progression of the COVID-19 pandemic in the United States has had an adverse impact on our financial condition and results of operations as of and for the six months ended June 30, 2020,2021, and iscan be expected to have a complex and significant adverse impact on the economy, the banking industry and our Company in future fiscal periods, all subject to a high degree of uncertainty.

 

Effects on Our Market Areas.  Our commercial and consumer banking products and services are offered primarily in Ohio, where individual and governmental responses to the COVID-19 pandemic led to a broad curtailment of economic activity beginning in March 2020.  In Ohio, the Governor ordered schools to close through the remainder of the school year and ordered many retail establishments to close and imposed limitations on gathering sizes through May 31, 2020.  The Bank remained open during these orders because banks have been identified as essential services, but serving its customers through its drive-ups and Video Teller Machines and in all of its branch offices by appointment only. Beginning in June, the Governor began opening up business in various phases in order to improve economic conditions. TheAt that time, the Bank opened six of its thirteen branches but continued to operate only drive-up services at the others. All branches closed their lobbies again in November 2020 as the virus peaked again. Reopening occurred on February 5, 2021.

 

Each state has experienced an increase in unemployment levels as a result of the curtailment of business activities, rising from an average of 4.1 percent in Ohio in January 2020 to an average of 17.6 percent in April 2020, according to the Bureau of Labor Statistics. The Ohio unemployment rate in June 2021 was down to 10.9%5.0%.   

 

To date, many of the public health and economic effects of COVID-19 have been concentrated in large cities, such as New York City and Miami, but, we anticipate thatas suspected, similar effects will occurhave occurred on a more delayed basis in smaller cities and communities, where our banking operations are primarily focused.

 

31


 

Policy and Regulatory Developments.  Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:

 

 

The Federal Reserve decreased the range for the federal funds target rate by 0.50% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching a range of 0.0 – 0.25%., and has maintained this range through June 30, 2021.

 

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) which established a $2.0 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the SBA, referred to as the paycheck protection program (“PPP”). Under the PPP, small businesses, sole proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. On April 24, 2020, an additional $310 billion in funding for PPP loans was authorized, with such funds available for PPP loans beginning on April 27, 2020. In addition, the CARES Act provides financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19.

 

On April 7, 2020, federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as TDRs and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as TDRs.

 

On April 9, 2020, the Federal Reserve announced additional measures aimed at supporting small and midsized business, as well as state and local governments impacted by COVID-19.  The Federal Reserve announced the Main Street Business Lending Program, which establishes two new loan facilities intended to facilitate lending to small and midsized businesses: (1) the Main Street New Loan Facility (MSNLF), and (2) the Main Street Expanded Loan Facility (MSELF). MSNLF loans are unsecured term loans originated on or after April 8, 2020, while MSELF loans are provided as upsized tranches of existing loans originated before April 8, 2020.  The combined size of the program will be up to $600 billion.  The program is designed for businesses with up to 10,000 employees or $2.5 billion in 2019 revenues.  To obtain a loan, borrowers must confirm that they are seeking financial support because of COVID-19 and that they will not use proceeds from the loan to pay off debt.  The Federal Reserve also stated that it would provide additional funding to banks offering PPP loans to struggling small businesses.  Lenders participating in the PPP will be able to exclude loans financed by the facility from their leverage ratio.  In addition, the Federal Reserve created a Municipal Liquidity Facility to support state and local governments with up to $500 billion in lending, with the Treasury Department backing $35 billion for the facility using funds appropriated by the CARES Act.  The facility will make short-term financing available to cities with a population of more than one million or counties with a population of greater than two million.  The Federal Reserve expanded both the size and scope its Primary and Secondary Market Corporate Credit Facilities to support up to $750 billion in credit to corporate debt issuers.  This will allow companies that were investment grade before the onset of COVID-19 but then subsequently downgraded after March 22, 2020 to gain access to the facility.  Finally, the Federal Reserve announced that its Term Asset-Backed Securities Loan Facility will be scaled up in scope to include the triple A-rated tranche of commercial mortgage-backed securities and newly issued collateralized loan obligations.  The size of the facility is $100 billion.

On January 11, 2021, the window opened for a second round of PPP loans, allotting $285 billion to small businesses. The Bank participated as a lender and had until March 31, 2021 to submit loans on behalf of its customers. 

 

Effects on Our Business. We currently expect that the COVID-19 pandemic and the specific developments referred to above could have a significant impact on our business. In particular, we anticipate that a significant portion of the Bank’s borrowers in the hotel industry will continue to endure significant economic distress, which has caused, and may continue to cause, them to draw on their existing lines of credit and adversely affect their ability to repay existing indebtedness, and is expected to adversely impact the value of collateral. These developments, together with economic conditions generally, are also expected to impact our commercial real estate portfolio, particularly with respect to real estate with exposure to this industry and the value of certain collateral securing our loans. As a result, we anticipate that our financial condition, capital levels and results of operations could be adversely affected, as described in further detail below.

 

Our Response. We have taken numerous steps in response to the COVID-19 pandemic, including the following:

 

 

We are actively working with loan customers to evaluate prudentmonitor loan modification terms. (See below)

 

We continue to promote our digital banking options through our website. Customers are encouraged to utilize online and mobile banking tools, and our customer service and retail departments are fully staffed and available to assist customers remotely.

 

32


 

 

We are a participating lender in the PPP. We believe it is our responsibility as a community bank to assist the SBA in the distribution of funds authorized under the CARES Act to our customers and communities, which we are carrying out in a prudent and responsible manner. AsThe Company approved 419 round one PPP loans totaling $56.3 million for small businesses. The Small Business Administration has forgiven $51.7 million of these loans as of June 30, 2020, we had 4192021, with the remaining expected to be forgiven in the third quarter of 2021. During the first quarter of 2021, the Company approved $23.4 million to 227 small businesses in round two of the PPP loan program. Forgiveness of round two loans authorized totaling $56.4 million, an average of $135,000 per loan.is not expected until late 2021 or early 2022.

 

No employees have been furloughed. Employees whose job responsibilities can be effectively carried out remotely are workingworked from home. Employees whose critical duties require their continued presence on-site are observing social distancing and cleaning protocols.  We are also utilizing staggered shifts and/or work days to create more workspacehome, but have now phased in those operational areas conducive to that type of scheduling.on-site. 

 

Loan Modifications.  As of July 31, 2020,June 30, 2021, we had received requests to modify 1006 commercial loans aggregating $104.6$15.6 million and 30 consumer loans aggregating $6.1 million, primarily resultingpredominantly in the deferral ofhotel industry, deferring principal and/or interest for periods ranging from 90 to 180 days.  All of these loans were performing in accordance with their terms prior to modification, are currently performing, and are in conformance with the guidelines of the CARES Act. Details with respectSince April 2020, 121 prior modifications aggregating $107 million have returned to modifications are as follows:full payment status. 

  

As of July 31, 2020

  

As of April 30, 2020

 
      

(Amounts in thosands)

              

(Amounts in thosands)

         

Type of Loan

 

Number of Loans

  

Balance

  

% of Total Loans

  

% of Segment

  

Number of Loans

  

Balance

  

% of Total Loans

  

% of Segment

 

One-to-four family residential

  28  $5,995   1%  8%  25  $7,051   1%  10%

Consumer

  2   149   0%  1%  1   99   0%  0%

Commercial and Industrial

                                

Trucking

  17   5,961   1%  33%  17   5,960   1%  30%

Other

  20   14,213   3%  14%  23   17,747   4%  35%

Commercial Real Estate

                                

Multi-family

  5   6,648   1%  18%  4   5,986   1%  18%

Nonresidential

  15   27,319   5%  28%  15   38,449   8%  40%

Hotels

  8   25,510   5%  95%  9   26,780   6%  96%

Skilled nursing/ personal care

  4   9,908   2%  18%  2   4,589   1%  8%

Other

  31   15,058   3%  16%  31   17,002   4%  17%

Total

  130  $110,761   21%      127  $123,663   26%    

 

The effect of these modifications was captured in the evaluation of the Allowance for Loan Losses.  All of these loans are performing as of quarter end and through this reporting; however, the future performance, specifically beyond the term of the deferral, is uncertain.  To recognize a credit allowance commensurate with the existing risk, the Company assigned qualitative factors onto each of the aboveaffected segmented balances for allowance purposes.  Among the data used to assign qualitative factors were the stress tests performed on each of the five largest concentrations, presented above, the nature and length of the modifications, and observations of the overall COVID impact to the specific industry including:

 

 

Whether the business experienced closure or just a curtailment

 

Any impact of existing or potential government aid to the business/industry

 

The adaptability to alternative revenue production

 

Support of underlying collateral

 

These qualitative factors were based on current observations and could be materially different in future quarters.  The longer the economy is operating in its current reduced capacity, the more severe the ultimate outcome is expected.

 

Liquidity and Capital Resources.  As the stay-at-home orders played out in March 2020, the company began a liquidity preservation mode.  With the growing pandemic and all of the uncertainty of its affect on the economy, availability of future liquidity came into question. In late March 2020 and early April 2020, the Company accessed several of its wholesale funding sources in the aggregate of $8 million to begin building liquidity for cautionary purposes.  Also during this time period, the Federal Reserve announced the relaxation of the discount window standards, encouraging member banks to utilize this borrowing resource at any time.  Additionally, the Federal Reserve created the Payroll Protection Program Liquidity Facility (“PPPLF”) designed to directly fund the PPP loans made available to small businesses, essentially availing $46.4 million in funding to the Company.  In addition to these federally sponsored programs, the State of Ohio also made funds available through various programs.  The Company did not find it necessary to utilize these programs to any material degree due to the significant deposit growth experienced in 2020. There are no balances outstanding in any of the programs. As of quarter-end June 2021, the Company has available all of these untapped specially formed liquidity programs, in additionavailability to its unused wholesale capacity by policy of $148$167 million.

 

33


 

Analysis of Assets, Liabilities and Shareholders’ Equity

 

Due to the seasonality of the loan and deposit balances in the year-end balance sheet, a comparison of June 30, 20192020 is included in the analysis of assets and liabilities, in addition to the usual comparison to December 31, 2019.2020. The following table contains the loan and deposit balances referenced in the discussions:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

June 30,

 

December 31,

 

June 30,

  

June 30,

 

December 31,

 

June 30,

 
 

2020

  

2019

  

2019

  

2021

  

2020

  

2020

 

Loans:

              

Commercial

 $122,608  $99,864  $71,883  $80,864  $132,419  $122,608 

Commercial real estate

 296,690  302,084  287,300  301,910  317,537  296,690 

Residential real estate

 80,651  87,172  89,897  81,448  79,169  80,651 

Consumer - home equity

 24,300  25,856  25,391  24,205  24,062  24,300 

Consumer - other

  3,848   3,740   3,475   3,559   3,573   3,848 

Total loans

 $528,097  $518,716  $477,946  $491,986  $556,760  $528,097 

Total earning assets

 $723,578  $681,939  $639,906  $734,275  $760,922  $723,578 

Total assets

 $780,017  $737,162  $690,683  $792,998  $821,305  $780,017 

Deposits:

              

Noninterest-bearing deposits

 $186,211  $133,340  $144,578  $222,527  $198,499  $186,211 

Interest-bearing demand deposits

 339,757  343,018  294,108  389,434  404,947  339,757 

Time deposits

  122,449   142,023   138,228   65,672   97,064   122,449 

Total deposits

 $648,417  $618,381  $576,914  $677,633  $700,510  $648,417 

Total interest bearing liabilities

 $501,689  $516,118  $461,166  $473,158  $526,654  $501,689 

 

Earning assets are comprised of deposits at financial institutions, including the Federal Reserve Bank, investment securities and loans. Earning assets were $723.6$734.3 million at June 30, 2020, an increase2021, a decrease of 6.1%3.5% from the December 31, 20192020 balance of $681.9$760.9 million. The increasedecrease from December 31, 20192020 was mainly due to an increasea decrease in loans of $9.4$64.8 million, an increase of $26.8$3.4 million in investment securities available-for-sale and an increase in interest-earning deposits of $5.6$38.0 million.  Earning assets increased 13.1%1.5% from the June 30, 20192020 balance of $639.9$723.6 million, which was due mainly to an increase in interest-earning deposits of $7.7$39.5 million, an increase in investment securities available-for-sale of $26.7$8.4 million, and an increasea decrease in loans of $50.2$36.1 million. Total assets of $793.0 million at June 30, 2021 decreased by $28.3 million, or 3.4%, from the asset total of $821.3 million at December 31, 2020, and increased $13.0 million, or 1.7%, from the asset total of $780.0 million at June 30, 2020 increased by $42.9 million, or 5.8%, from the asset total2020. See below for further analysis of $737.2 million at December 31, 2019, and increased $89.3 million, or 12.9%, from the asset total of $690.7 million at June 30, 2019.changes in loans.

 

At June 30, 2020,2021, the investment securities available-for-sale portfolio was $162.9$171.3 million compared to $136.1$167.9 million at December 31, 2019,2020, an increase of $26.8$3.4 million, or 19.7%2.0%. Investment securities available-for-sale represented 22.5%23.3% of earning assets at June 30, 2020,2021, compared to 20.0%22.1% at December 31, 2019. The Company deployed $30 million of excess liquidity in the May-June time frame generated by customer COVID-related deposit increases.2020. As the Company manages its balance sheet for loan growth, asset mix, liquidity and current interest rates and interest rate forecasts, the investment portfolio is a primary source of liquidity and therefore reflectscan reflect variation in balances accordingly. The investment securities available-for-sale portfolio represented 25.1%25.3% and 22.0%24.0% of each deposit dollar at June 30, 20202021 and December 31, 2019,2020, respectively.

 

The investment securities available-for-sale portfolio had net unrealized gains, net of tax, of $3.5$3.9 million at June 30, 20202021 and net unrealized gains, net of tax of $1.1$4.9 million at December 31, 2019.2020. The increasedecrease in unrealized gains is reflective of the declineincrease in certain interest rates during 20202021 and its effect on securities valuation.

 

Loans held for sale decreased by $327,000$3.4 million to $4.6$3.5 million at June 30, 20202021 from $4.9$6.9 million at December 31, 2019,2020, reflecting variation of the mortgage loan processing and origination activity.

 

Total loans at June 30, 20202021 were $528.1$492.0 million compared to $518.7$556.8 million at December 31, 2019, a 1.8%2020, an 11.6% decrease, and $477.9$528.1 million at June 30, 2019,2020, a 10.49% increase.6.8% decrease. Year-end loan balances included 60-day or less term commercial loans totaling $25.2$24.1 million that closed in December 20192020 and were fully secured by segregated deposit accounts with the Bank, and matured in the first quarter of 2020.2021. Excluding these seasonal loans at December 31, 2019,2020, total loans actually increased $34.6decreased $40.7 million, or 7.0%7.6% through June 30, 2020. All of this increase was driven by2021 essentially representing the PPP loans issued during this second quarter relative to government pandemic aid. Loan balances otherwise were reduced by significant payoffs. loan forgiveness.With falling interest rates, numerous commercial customers paid off loan balances to take advantage of capital markets. In the current and previous quarter, commercial loan payoffs totaled $47$19.9 million and $30$12.0 million, respectively. Additionally, efforts from the lending staff have shifted focus on servicing existing borrowers impacted by COVID-19.COVID-19 versus prospecting for new loans. Total gross loans as a percentage of earning assets stood at 67.0% as of June 30, 2021, 73.2% as of December 31, 2020, and 73.0% as of June 30, 2020, 76.1% as of December 31, 2019, and 74.7% as of June 30, 2019.2020. The total loan-to-deposit ratio was 81.4%72.6% at June 30, 2020, 83.9%2021, 79.5% at December 31, 20192020 and 82.6%81.4% June 30, 2019.2020.

 

34


 

The allowance for loan losses of $5.5$6.0 million $4.5at June 30, 2021 and December 31, 2020, and $5.1 million and $4.5 million, respectively,at June 30, 2020 represented approximately 1.05%1.22% of outstanding loans at June 30, 2020, 0.86%2021, 1.08% at December 31, 20192020 and 0.94%1.05% at June 30, 2019.2020. Excluding the fully guaranteed PPP loans, the allowance was 1.29% of loans at June 30, 2021. The elevated level of the allowance is a reflection of the effect of the COVID-19 pandemic on the borrowers of the Company. See Analysis of Provision for Loan Losses.

 

During the first six months, loan charge-offs were $96,000$92,000 in 20202021 compared to $138,000$96,000 for the same period in 2019,2020, while the recovery of previously charged-off loans amounted to $52,000 in 2021 and $101,000 in 20202020. This resulted in net charge-offs of $40,000 in 2021 and $70,000 in 2019. The net recoveries represent 1$5,000 in 2020, representing 2 basis pointpoints of average loans for 2020in 2021 and net charge-offs represented 3zero basis points for 2019.of average loans in 2020. Charge-offs of specific problem loans, as well as for smaller balance homogeneous loans, are recorded periodically during the year. The number of loan accounts and the amount of charge-offs associated with account balances vary from period to period as loans are deemed uncollectible by management. Nonaccrual loans were $1.4 million at June 30, 2021, $1.9 million at December 31, 2020, and $2.1 million at June 30, 2020 or 0.3%, 0.3% and June 30, 2019, $2.3 million at December 31, 2019, and $2.4 million at June 30, 2019 or 0.4%, 0.5% and 0.5%, respectively, of total loans.

 

Bank-owned life insurance had a cash surrender value of $18.0$21.4 million at June 30, 20202021 and $17.8$21.2 million at December 31, 2019. Comprising2020, comprising approximately 22.1%23.7% and 24.3% of Tier 1 capital plus the allowance for loan losses managementfor June 30, 2021 and December 31, 2020, respectively. Management may consider additional insurance purchases not to exceed a 25% ratio.capital guideline.

 

Other assets increaseddecreased to $24.0$23.2 million at June 30, 20202021 from $21.5$23.8 million at December 31, 2019.2020. As of June 30, 2020,2021, a $5.4$4.8 million investment in partnership funds is included in other assets compared to $5.7$5.1 million at December 31, 2019,2020, with an offsetting $2.7$1.6 million and $2.3 million, respectively, at June 30, 20202021 and $3.1 million at December 31, 20192020 in other liabilities, which is the commitment to fund these affordable housing investments. A partnership investment of $7.7$8.5 million and $8.3 million into a privately managed pooled fund of small business administration loans is included in other assets at June 30, 20202021 and at December 31, 2019.2020, respectively. Both of these investments are intended to satisfy Community Reinvestment Act requirements. Also included in other assets is $4.4$2.6 million in fair value of commercial loan swaps at June 30, 20202021 and $1.4$4.0 million at December 31, 20192020 with aan equal amount in other liabilities.

 

Noninterest-bearing deposits measured $222.5 million at June 30, 2021 compared to $198.5 million at December 31, 2020 and $186.2 million at June 30, 2020 compared to $133.3 million at December 31, 2019 and $144.6 million at June 30, 2019.2020. Much of the $52.9$24.0 million, or 12.1%, increase from year-end relates to government aid to our customers in the form of PPP loans to commercial customers and stimulus checks to consumers. Interest-bearing deposits decreased $22.8$46.9 million to $455.1 million at June 30, 2021 from $502.0 million at December 31, 2020 and decreased $7.1 million from $462.2 million at June 30, 2020 from $485.0 million at December 31, 2019 and increased $29.9 million from $432.3 million at June 30, 2019.2020. The decrease in interest-bearing deposits from year end reflects segregated money market deposit accounts with the Bank which fully collateralized $25.2$24.1 million in 60-day or less term commercial loans that closed in December 2019.2020. The loans matured and the deposits withdrew in the first quarter of 2020.2021. Absent the collateral deposits, interest-bearing deposits increased $2.4decreased $22.8 million, or 4.8%, during the first six months of 2020.2021, most of which was wholesale deposits no longer needed.

 

Federal Home Loan Bank advances and short-term borrowings increaseddecreased by $8.4$6.6 million to $34.3$12.9 million at June 30, 20202021 from $25.9$19.5 million at December 31, 2019,2020, reflecting the Company's initial reaction at the outsetearly payoff of the pandemic.$6 million. Management continues to use short-term borrowings to bridge its current cash flow needs resulting in variations from period to period. Wholesale deposits, when cheaper than FHLB funds, are sometimes used in lieu of borrowings as had been the case throughout 2019.borrowings. Other liabilities measured $16.3$14.1 million at June 30, 20202021 and $13.4$15.1 million at December 31, 2019.2020. Included is the operating lease liability, the commitment to fund the affordable housing investments and fair value of swaps described above.

 

The Company’s total shareholders’ equity measured $75.8$83.2 million at June 30, 20202021 and $74.3$81.0 million on December 31, 2019.2020. The Company’s capital continues to meet the requirements to be deemed well-capitalized under all regulatory measures.

 

Cash dividends of $0.33$0.34 per share were paid to shareholders in the first six months of 2020, with $0.272021 compared to $0.33 in cash dividends paid in the first six months of 20192020 (including a special dividend of $.05 in both periods). Cash dividends of $0.14$0.15 per share and $0.11$0.14 per share were paid to shareholders in the second quarters of 20202021 and 2019.2020.

 

Capital Resources

 

The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

 

The prompt corrective action regulations provide five categories, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is only adequately capitalized, regulatory approval is required to, among other things, accept, renew or roll-over brokered deposits. If a bank is undercapitalized, capital distributions and growth and expansion are limited, and plans for capital restoration are required.

 

35


 

The Board of Governors of the Federal Reserve Board and the FDIC approved the final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (commonly known as Basel III). Under the final rules, which began for the Company and the Bank on January 1, 2015 and were subject to a phase-in period through January 1, 2019, minimum requirements increased for both the quantity and quality of capital held by the Company and the Bank. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio (CET1 ratio) of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which when fully phased-in, effectively results in a minimum CET1 ratio of 7.0%. Basel III raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5% when fully phased-in), effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer fully phased-in), and requires a minimum leverage ratio of 4.0%. Basel III also makes changes to risk weights for certain assets and off-balance-sheet exposures. Management expects that the capital ratios for the Company and the Bank under Basel III will continue to exceed the well capitalized minimum capital requirements, as they currently exceed the fully phased in 2019 requirements.

 

In September 2019, consistent with Section 201 of the Regulatory Relief Act, the Federal Reserve Board, along with the other federal bank regulatory agencies, issued a final rule, effective January 1, 2020, that gives community banks, including the Company, the option to calculate a simple leverage ratio to measure capital adequacy, if the community banks meet certain requirements.  Under the rule, a community bank is eligible to elect the Community Bank Leverage Ratio (CBLR) framework if it has less than $10 billion in total consolidated assets, limited amounts of certain trading assets and liabilities, limited amounts of off-balance sheet exposures and a leverage ratio greater than 9.0%.  The final rule adopts tier 1 capital and the existing leverage ratio into the CBLR framework.  The tier 1 numerator takes into account the modifications made in relation to the capital simplifications and current expected credit loss (CECL) methodology transitions rules as of the compliance dates of those rules.  Qualifying institutions that elect to use the CBLR framework (each, a CBLR Bank) and that maintain a leverage ratio of greater than 9.0% will be considered to have satisfied the risk based and leverage capital requirements in the regulatory agencies’ generally applicable capital rules and to have met the well capitalized ratio requirements.  Each CBLR Bank will not be required to calculate or report risk based capital.  A CBLR Bank may opt out of the framework at any time, without restriction, by reverting to the generally applicable risk based capital rule. The Company did not elect the option of using the CBLR framework to measure capital adequacy as of June 30, 2020.2021.

 

At June 30, 20202021 and December 31, 2019,2020, actual capital levels and minimum required levels were:

 

 

(Dollars in thousands)

  

(Dollars in thousands)

 
     

Minimum required

 

To be well-capitalized under

      

Minimum required

 

To be well-capitalized under

 
     

for capital adequacy

 

prompt corrective action

      

for capital adequacy

 

prompt corrective action

 
 

Actual

  

purposes

  

regulations

  

Actual

  

purposes

  

regulations

 

June 30, 2020

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

June 30, 2021

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

CET1 capital (to risk-weighted assets)

                          

Company

 $72,191  12.57% $29,438  4.5% N/A  N/A  $79,331  14.11% $25,306  4.5% N/A  N/A 

Bank

 68,662  12.02% 29,280  4.5% $37,136  6.5% 76,110  13.61% 25,156  4.5% $36,337  6.5%

Tier 1 capital (to risk-weighted assets)

                          

Company

 77,191  13.44% 38,054  6.0% N/A  N/A  84,331  15.00% 33,742  6.0% N/A  N/A 

Bank

 68,662  12.02% 37,850  6.0% 45,706  8.0% 76,110  13.61% 33,542  6.0% 44,722  8.0%

Total capital (to risk-weighted assets)

                          

Company

 82,795  14.41% 49,542  8.0% N/A  N/A  90,394  16.07% 44,989  8.0% N/A  N/A 

Bank

 80,266  14.05% 49,277  8.0% 57,132  10.0% 88,173  15.77% 44,722  8.0% 55,903  10.0%

Tier 1 capital (to average assets)

                          

Company

 77,191  10.00% 30,879  4.0% N/A  N/A  84,331  10.49% 32,147  4.0% N/A  N/A 

Bank

 68,662  8.93% 30,746  4.0% 38,432  5.0% 76,110  9.51% 32,011  4.0% 40,014  5.0%

 

36


 

  

(Dollars in thousands)

 
          

Minimum required

  

To be well-capitalized under

 
          

for capital adequacy

  

prompt corrective action

 
  

Actual

  

purposes

  

regulations

 

December 31, 2019

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

CET1 capital (to risk-weighted assets)

                        

Company

 $73,091   12.76% $25,775   4.5%  N/A   N/A 

Bank

  69,768   12.25%  25,633   4.5% $37,026   6.5%

Tier 1 capital (to risk-weighted assets)

                        

Company

  78,091   13.63%  34,367   6.0%  N/A   N/A 

Bank

  69,768   12.25%  34,178   6.0%  45,570   8.0%

Total capital (to risk-weighted assets)

                        

Company

  82,640   14.43%  45,823   8.0%  N/A   N/A 

Bank

  80,317   14.10%  45,570   8.0%  56,963   10.0%

Tier 1 capital (to average assets)

                        

Company

  78,091   10.98%  28,461   4.0%  N/A   N/A 

Bank

  69,768   9.85%  28,321   4.0%  35,401   5.0%

  

(Dollars in thousands)

 
          

Minimum required

  

To be well-capitalized under

 
          

for capital adequacy

  

prompt corrective action

 
  

Actual

  

purposes

  

regulations

 

December 31, 2020

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

CET1 capital (to risk-weighted assets)

                        

Company

 $76,138   13.15% $26,054   4.5%  N/A   N/A 

Bank

  72,671   12.62%  25,912   4.5% $37,428   6.5%

Tier 1 capital (to risk-weighted assets)

                        

Company

  81,138   14.01%  34,739   6.0%  N/A   N/A 

Bank

  72,671   12.62%  34,549   6.0%  46,065   8.0%

Total capital (to risk-weighted assets)

                        

Company

  87,241   15.07%  46,319   8.0%  N/A   N/A 

Bank

  84,774   14.72%  46,065   8.0%  57,581   10.0%

Tier 1 capital (to average assets)

                        

Company

  81,138   10.20%  31,816   4.0%  N/A   N/A 

Bank

  72,671   9.18%  31,679   4.0%  39,599   5.0%

 

The Company had $5.0 million of trust preferred securities at both June 30, 20202021 and December 31, 20192020 that qualified as Tier 1 capital. Refer to Note 7, “Subordinated Debt.”

 

The Bank was categorized as "well capitalized" at June 30, 20202021 and December 31, 2019.2020.

 

Certain Non-GAAP Measures

Certain financial information can be determined by methods other than Generally Accepted Accounting Principles (GAAP). Specifically, certain financial measures are based on core earnings rather than net income. Core earnings exclude income, expense, gains and losses that either are not reflective of ongoing operations or that are not expected to reoccur with any regularity or reoccur with a high degree of uncertainty and volatility. Such information may be useful to both investors and management and can aid them in understanding the Company’s current performance trends and financial condition. Core earnings are a supplemental tool for analysis and not a substitute for GAAP net income. Reconciliation from GAAP net income to the non-GAAP measure of core earnings can be referenced as part of management’s discussion and analysis of financial condition and results of operations.

Core earnings, which exclude certain non-recurring items, decreased for the three and six months ended June 30, 2020 as compared to the three and six months ended June 30, 2019 but increased by $0.01 on a per share basis. Core earnings for the first six months of 2020 were $3.3 million, or $0.79 per share, compared to $3.4 million, or $0.78 per share, for the first six months of 2019. Core earnings for the second quarter of 2020 were $1.9 million, or $0.47 per share, compared to $1.3 million, or $0.30 per share, for the second quarter of 2019.

  

(Amounts in thousands, except per share amounts)

 
  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

GAAP earnings

 $1,932  $1,328  $3,303  $3,433 

Gain recognized on Bank Owned Life Insurance (tax free)*

           (51)

Core earnings

 $1,932  $1,328  $3,303  $3,382 

GAAP earnings per share

 $0.47  $0.30  $0.79  $0.79 

Gain recognized on Bank Owned Life Insurance (tax free)*

           (0.01)

Core earnings per share

 $0.47  $0.30  $0.79  $0.78 

*

This is the amount of proceeds received on life insurance policies upon the death of former directors or officers that exceeded the cash value of the policies.

 

37


 

Analysis of Net Interest Income

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

Three months ended

 

Six Months Ended

  

Three months ended

 

Six Months Ended

 
 

June 30,

  

June 30,

  

June 30,

  

June 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

Net interest income

 $5,614  $6,002  $11,319  $12,226  $6,211  $5,614  $12,609  $11,319 

Tax equivalent income adjustment for investment securities

 118  83  225  165  145  118  284  225 

Tax equivalent income adjustment for loans

  1   1   3   3   4   1   7   3 

Net interest income on a fully taxable equivalent basis

 $5,733  $6,086  $11,547  $12,394  $6,360  $5,733  $12,900  $11,547 

Interest and dividends on investment securities

 $837  $904  $1,657  $1,853  $786  $837  $1,563  $1,657 

Tax equivalent income adjustment for investment securities

  118   83   225   165   145   118   284   225 

Investment securities income on a fully taxable equivalent basis

 $955  $987  $1,882  $2,018  $931  $955  $1,847  $1,882 

Interest and fees on loans

 $5,767  $6,410  $11,821  $12,993  $5,820  $5,767  $11,965  $11,821 

Tax equivalent income adjustment for loans

  1   1   3   3   4   1   7   3 

Loan income on a fully taxable equivalent basis

 $5,768  $6,411  $11,824  $12,996  $5,824  $5,768  $11,972  $11,824 

 

 

Six Months Ended June 30, 20202021 and 20192020

 

Net interest income, the principal source of the Company’s earnings, is the amount by which interest and fees generated by interest-earning assets, primarily loans and investment securities, exceed the interest cost of deposits and borrowed funds. On a fully taxable equivalent basis, net interest income measured $12.9 million for the six months ended June 30, 2021 and $11.5 million for the six months ended June 30, 2020 and $12.4 million for the six months ended June 30, 2019.2020. The resulting net interest margin was 3.49% for June 30, 2021 and 3.37% for June 30, 2020 and 3.85% for June 30, 2019.2020.

 

The decreaseincrease in interest income, on a fully taxable equivalent basis, of $1.4 million$69,000 is the product of a 6.4%an 8.0% year-over-year increase in average earning assets and a 7027 basis point decrease in yield. The decrease in interest expense of $536,000$1.3 million was a product of a 2751 basis point decrease in rates paid and a 4.1% increase1.2% decrease in average interest-bearing liabilities. The net result was a 6.8% decrease11.7% increase in net interest income on a fully taxable equivalent basis, and a 4812 basis point decreaseincrease in the Company’s net interest margin on a modestly growingan asset base with a different mix.that grew 8.0%.

 

On a fully taxable equivalent basis, income on investment securities decreased by $136,000,$35,000, or 6.7%1.9%. The average invested balances in these securities decreasedincreased by $1.8$26.7 million, or 1.2%19.1%, from the levels of a year ago. The decreaseincrease in the average balance of investment securities was accompanied by a 1648 basis point decrease in the tax equivalent yield of the portfolio. The increase in balances is a result of investing excess liquidity relating to growing deposit balances from pandemic-related aid. These investment purchases were made in a lower interest rate environment, driving down the composite yield, but providing income on otherwise sterile funds. The Company will continue attempting to redeploy liquidity into loans which generate greater yields than securities, thus sacrificing securities balances when beneficial.

 

On a fully taxable equivalent basis, income on loans decreasedincreased by $1.2 million,$148,000, or 9.0%1.3%, for year to datethe June 30, 20202021 period compared to the same period in 2019. A $25.02020. An $11.6 million increase in the average balance of the loan portfolio, or 5.1%2.2%, was accompanied by a 733 basis point decrease in the portfolio’s tax equivalent yield. The three rate decreases in the latter half of 2019 by the Federal Open Market Committee (FOMC) aggregating to 75 basis points, has now been amplified within addition to the two rate reductions in the priorfirst quarter of 2020 for another 150 basis points. Coupled with strongpoints has steadily pulled the offering rates of new loan production downward. Strong competition for good credits there is continuedhas also applied downward pressure on offering rates. Offsetting the effect of declining rates was the recognition of fees upon forgiveness of PPP loans, providing $890,000 of income in 2021. The commercial loan portfolio housed the majority of the net increase in balances mainly consisting of PPP loans.

 

Other interest income decreased by $75,000,$44,000, or 52.0%62.9%, from the same period a year ago. The average balance of interest-earning deposits increased by $18.0$16.7 million, or 140.0%, reflecting the increased liquidity driven by pandemic aid.54.0%. The yield decreased by 18034 basis points from 20192020 to 2020,2021, reflecting the aggregate net decreases in the federal funds rate. Management intends to remain fully invested, minimizing on-balance sheet liquidity.liquidity, but mindful of the possible reversal of recent deposit growth. 

 

Average interest-bearing demand deposits and money market accounts increased by $18.4$31.0 million, or 9.3%14.3%, for the six months ended June 30, 20202021 compared to the same period of 2019,2020, while average savings balances increased by $3.8$24.9 million, or 3.5%21.7%. The average rate paid on interest-bearing demand deposits and money market accounts decreased 2446 basis points from 2019 to 2020 to 0.70%2021 to 0.24%, reflecting the expiration of promotional specials offered during 2019.2019 and  2020. The average rate paid on savings accounts was 0.09% and 0.10% and 0.09% for the six months ended June 30, 20202021 and 2019, respectively.2020. The average balance of time deposit products decreased by $2.7$51.1 million, or 2.0%37.9%, as the average rate paid decreased by 3158 basis points, from 2.04%1.73% to 1.73%1.15%. The current low-rate environment offers little opportunity for time deposit customers, except for periodic special rates offered onresulting in a limited basis.shift into demand accounts. Time deposits also include wholesale funds, generally brokered deposits, obtained at generally higher rates than in-market accounts. Brokered deposits are one of several borrowing sources, primarily used when rates therein are beneficial versus other sources. Due to higher customer deposits, brokered and other wholesale sources have been paid down as they mature.

38

 

Average borrowings and subordinated debt decreased by $95,000$10.5 million or 33.8% while the average rate paid decreased by 9358 basis points. As higher cost borrowings matured, the remaining borrowings that remained were at lower rates.rates, and the new borrowings were obtained at lower rates as well. Management continues to utilize short-term borrowings to bridge liquidity gaps, along with wholesale deposit alternatives. In the current low rate environment, wholesale and borrowing rates can reprice lower, while deposit rates may show modest decline. In October 2020, the Company utilized a portion of its excess liquidity to pay off $8 million of advances from the FHLB and in March 2021 the Company again paid off $6 million in advances to utilize a portion of its excess liquidity. The average rate on the advances paid off in October 2020 was 2.62%, and 0.78% in March 2021, both of which resulted in a reduction in the average cost of borrowings prospectively.

 

Three Months Ended June 30, 20202021 and 20192020

 

Net interest income, the principal source of the Company’s earnings, is the amount by which interest and fees generated by interest-earning assets, primarily loans and investment securities, exceed the interest cost of deposits and borrowed funds. On a fully taxable equivalent basis, net interest income measured $6.4 million for the quarter ended June 30, 2021 and $5.7 million for the quarter ended June 30, 2020 and $6.1 million for the quarter ended June 30, 2019.2020. The resulting net interest margin was 3.41% for June 30, 2021 and 3.21% for June 30, 2020 and 3.80% for June 30, 2019.2020.

 

The decreaseincrease in interest income, on a fully taxable equivalent basis, of $748,000$34,000 is the product of a 11.6%4.4% year-over-year increase in average earning assets and a 9014 basis point decrease in yield. The decrease in interest expense of $395,000$593,000 was a product of a 3946 basis point decrease in rates paid and a 7.7% increase3.9% decrease in average interest-bearing liabilities. The net result was a 5.8% decrease10.9% increase in net interest income on a fully taxable equivalent basis, and a 5920 basis point decreaseincrease in the Company’s net interest margin on a modestly growingan asset base with a different mix.that grew 4.4%.

 

On a fully taxable equivalent basis, income on investment securities decreased by $32,000,$24,000, or 3.2%2.5%. The average invested balances in these securities increased by $4.4$26.6 million, or 3.1%18.5%, from the levels of a year ago. The increase in the average balance of investment securities was accompanied by a 1846 basis point decrease in the tax equivalent yield of the portfolio. The increase in balances is a result of investing excess liquidity relating to growing deposit balances from pandemic-related aid. These investment purchases were made in a lower interest rate environment, driving down the composite yield, but providing income on otherwise sterile funds. The Company will continue attempting to redeploy liquidity into loans which generate greater yields than securities, thus sacrificing securities balances when beneficial.

 

On a fully taxable equivalent basis, income on loans decreasedincreased by $643,000,$56,000, or 10.0%1.0%, for the June 30, 20202021 period compared to the same period in 2019. An $41.32020. A $12.8 million increasedecrease in the average balance of the loan portfolio, or 8.5%2.4%, was accompanied by a 9116 basis point decreaseincrease in the portfolio’s tax equivalent yield. The three rate decreases in the latter half of 2019 by the Federal Open Market Committee (FOMC) aggregating to 75 basis points, has now been amplified within addition to the two rate reductions in the priorfirst quarter of 2020 for another 150 basis points. Coupled with strongpoints has steadily pulled the offering rates of new loan production downward. Strong competition for good credits there is continuedhas also applied downward pressure on offering rates. The commercialHowever, fees recognized on PPP loan portfolio housedforgiveness of $390,000 more than offset the majorityeffect of the net increase in balances mainly consisting of PPP loans.declining rates.

 

Other interest income decreasedincreased by $73,000,$2,000, or 83.9%14.3%, from the same period a year ago. The average balance of interest-earning deposits increased by $28.8$17.5 million, or 170.0%38.2%. The yield decreased by 1922 basis points from 20192020 to 2020,2021, reflecting the aggregate net decreases in the federal funds rate. Management intends to remain fully invested, minimizing on-balance sheet liquidity.liquidity, but mindful of the possible reversal of recent deposit growth. 

 

Average interest-bearing demand deposits and money market accounts increased by $29.3$29.4 million, or 15.5%13.4%, for the quarter ended June 30, 20202021 compared to the same period of 2019,2020, while average savings balances increased by $6.6$27.2 million, or 6.0%23.3%. The average rate paid on interest-bearing demand deposits and money market accounts decreased 3538 basis points from 2019 to 2020 to 0.61%2021 to 0.23%, reflecting the expiration of promotional specials offered during 2019.2019 and  2020. The average rate paid on savings accounts was 0.09% and 0.10% and 0.09% for the quarters ended June 30, 20202021 and 2019, respectively.2020. The average balance of time deposit products decreased by $5.0$59.5 million, or 3.6%43.9%, as the average rate paid decreased by 53 basis points, from 2.08%1.54% to 1.54%1.01%. The current low-rate environment offers little opportunity for time deposit customers, except for periodic special rates offered onresulting in a limited basis.shift into demand accounts. Time deposits also include wholesale funds, generally brokered deposits, obtained at generally higher rates than in-market accounts. Brokered deposits are one of several borrowing sources, primarily used when rates therein are beneficial versus other sources. Due to higher customer deposits, brokered and other wholesale sources have been paid down as they mature.

 

3938


 

Average borrowings and subordinated debt decreased by $5.3$17.0 million or 48.8% while the average rate paid decreased by 6038 basis points. As higher cost borrowings matured, the remaining borrowings that remained were at lower rates.rates, and the new borrowings were obtained at lower rates as well . Management continues to utilize short-term borrowings to bridge liquidity gaps, along with wholesale deposit alternatives. In the current low rate environment, wholesale and borrowing rates can reprice lower, while deposit rates may show modest decline. In October 2020, the Company utilized a portion of its excess liquidity to pay off $8 million of advances from the FHLB and in March 2021 the Company again paid off $6 million in advances to utilize a portion of its excess liquidity. The average rate on the advances paid off in October 2020 was 2.62%, and 0.78% in March 2021, both of which resulted in a reduction in the average cost of borrowings prospectively.

 

Analysis of Provision for Loan Losses, Non-Interest Income, Non-Interest Expense and Federal Income Tax - Six Months Ended June 30, 20202021 and June 30, 20192020

 

During the first six months of both 20202021 and 2019,2020, the amount charged to operations as a provision for loan losses was adjusted to account for charge-offs against the allowance, as well as an increasechanges in loan balances recorded in the portfolio, expected losses on specific problem loans and several qualitative factors, including factors specific to the local economy and to industries operating in the local market. The Company had allocated a portion of the allowance for a select few specific problem loans in 20202021 and 2019,2020, and has not experienced significant deterioration in any loan type other than the hotel industry, including the residential real estate portfolios or the commercial loan portfolio, and accordingly has not added any special provision for these loan types. PastAll other past due loans, potential problem loans, as well as loans on non-accrual have all been stable. The provision forOver one-third of the hotel portfolio is currently deferring principle and/or interest payments under COVID-19 modifications. During 2020, the Company classified two of these credits totaling $9.4 million as substandard. With loan lossesto values averaging 44%, the loans are not considered impaired, but have been allocated qualitative factors commensurate with the associated risk. There was $1.1 million for the six months ended June 30, 2020, compared to $355,000no provision for loan losses for the six months ended June 30, 2019.2021, compared to a $1.1 million provision for loan losses for the six months ended June 30, 2020. The increaseddecreased provision for the six months ended June 30, 2020,2021, compared to the same time period in 2019,2020, was due to uncertainty in the economy as a resultmajority of the COVID-19 pandemic. As presented in the Significant Developments section, the Company received requests for theCOVID-related loan modifications as a result of business closures/curtailments fromreturning to full payment status. Allocated reserves to these loans were essentially freed up for reallocation to segments still subject to risk uncertainty, specifically the COVID-19 pandemic. As the ultimate outcome of the performance of these credits is uncertain, qualitative factors were developed based upon industry segmentation, and the evaluation of various criteria. hotel industry.We believe the provision for loan losses could increase in future periods based on our belief that the credit quality of our loan portfolio may decline and loan defaults could increase as a result of the unknown ongoing impact of the COVID-19 pandemic.

 

Total non-interest income increased by $911,000,$82,000, or 40.1%2.6%, for the six months ended June 30, 20202021 compared to June 30, 2019.2020.

 

For the first six months of 2020,2021, fees for customer services decreasedincreased by $49,000,$13,000, or 4.5%1.3%, from the same period a year ago, driven by fewermore customer fee-driven transactions on deposit accounts. Mortgage banking gains increased by $815,000$18,000 in 20202021 compared to 2019,2020, reflective of the increase in margin on loan sales and the increase in refinances of existing loans resulting from the decline in interest rates. Earnings on bank-owned life insurance decreasedincreased by $22,000, the difference being the proceeds received on a policy upon the death of a former executive exceeding the cash value of the policy by $51,000 in 2019.$40,000. Other sources of non-interest income increased by $167,000$11,000 from the same period a year ago. This latter income category is subject to fluctuation due to the non-recurring nature of some of the items.  

 

Total non-interest expenses in the first six months were $10.3 million in 2021 compared to $9.6 million in 2020, compared to $10.1 million in 2019, a decreasean increase of $533,000$759,000 or 5.3%7.9%. During the first six months of 2020,2021, expenditures for salaries and employee benefits decreasedincreased by $585,000,$373,000, or 10.1%7.1%, from the similar period a year ago. In lieu of layoffs and/or furloughs during the pandemic, the Company lowered headcount through attrition.ago, reflecting annual merit increases and incentive compensation. 

 

Occupancy and equipment increaseddecreased by $150,000 mainly$84,000, reflecting the partial closure of branches due to moving from a leased facility to a bank owned property in the first quarter of 2020.pandemic. Professional fees increaseddecreased by $116,000. This is due in part to an increase in legal fees attributable mainly to loan collection efforts.$147,000. All other expense categories decreasedincreased by $214,000 or 8.1%,$617,000, which includes $263,000 in the aggregate. This is due in part to the opening of a new branch in the second quarter of 2019, and expenses related to moving the Company’s stock listing to NASDAQ.merger-related expenses. 

 

The effective tax rate for the first six months was 14.0% in 2021 and 14.8% in 2020, and 14.9% in 2019, resulting in income tax expense of $778,000 in 2021 and $575,000 in 2020 and $603,000 in 2019.2020. The effective rate is affected by the current rate of profitability and tax-free components of the revenue stream.

 

4039


 

The provision for income taxes differs from the amount of income tax determined applying the applicable U.S. statutory federal income tax rate (21%) to pre-tax income as a result of the following differences:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

June 30,

  

June 30,

 
 

2020

  

2019

  

2021

  

2020

 
 

Balance

  

%

  

Balance

  

%

  

Balance

  

%

  

Balance

  

%

 

Provision at statutory rate

 $814  21.0  $848  21.0  $1,164  21.0  $814  21.0 

Add (Deduct) tax effects of:

                  

Earnings on bank-owned life insurance-net

 (1)   (55) (1.4) (68) (1.2) (1)  

Non-taxable interest income

 (204) (5.3) (154) (3.8) (242) (4.4) (204) (5.3)

Low income housing tax credits

 (82) (2.1) (78) (1.9) (106) (1.9) (82) (2.1)

Non-deductible expenses

  48   1.2   42   1.0   30   0.5   48   1.2 

Federal income tax expense

 $575   14.8  $603   14.9  $778   14.0  $575   14.8 

 

Analysis of Provision for Loan Losses, Non-Interest Income, Non-Interest Expense and Federal Income Tax - Three Months Ended June 30, 20202021 and June 30, 20192020

��

ForDuring the second quarter ended June 30,of both 2021 and 2020, there were net charge offsthe amount charged to operations as a provision for loan losses was adjusted to account for charge-offs against the allowance, as well as changes in loan balances recorded in the portfolio, expected losses on specific problem loans and several qualitative factors, including factors specific to the local economy and to industries operating in the local market. The Company had allocated a portion of $17,000,the allowance for a select few specific problem loans in 2021 and 2020, and has not experienced significant deterioration in any loan type other than the hotel industry, including the residential real estate portfolios or the commercial loan portfolio, and accordingly has not added any special provision for the similar period of 2019 there were net charge-offs of $35,000. Pastthese loan types. All other past due loans, potential problem loans, as well as loans on nonaccrualnon-accrual have all been stable. Over one-third of the hotel portfolio is currently deferring principle and/or interest payments under COVID-19 modifications. During 2020, the Company classified two of these credits totaling $9.4 million as substandard. With loan to values averaging 44%, the loan modifications granted relative to the CARES Act, additionalloans are not considered impaired, but have been allocated qualitative factors were applied due tocommensurate with the uncertain outcome of these modified credits. The resultingassociated risk. There was no provision for loan losses was $450,000 for the second quarterthree months ended June 30, 2021, compared to a $450,000 provision for loan losses for the three months ended June 30, 2020. The decreased provision for the three months ended June 30, 2021, compared to the same time period in 2020, was due to the majority of 2020, versus $180,000 in 2019.COVID-related loan modifications returning to full payment status. Allocated reserves to these loans were essentially freed up for reallocation to segments still subject to risk uncertainty, specifically the hotel industry. We believe the provision for loan losses for loan losses could increase in future periods based on our belief that the credit quality of our loan portfolio may decline and loan defaults could increase as a result of the unknown ongoing impact of the COVID-19 pandemic.

 

Total non-interest income increaseddecreased by $663,000,$250,000, or 63.0%14.6%, for the quarter ending June 30, 20202021 compared to the same quarter of 2019

2020. Mortgage banking gains increaseddecreased to $900,000$714,000 in the second quarter of 20202021 from $344,000$900,000 the same quarter of 2019, an increase2020, a decrease of $566,000$186,000 reflective of the increase in volume anda tighter margin on loan sales. Mortgage loan originates nearly doubled to $34.1 million in the quarter ended June 30, 2020 versus $17.9 million in 2019.sales on lower volume. Earnings on bank-owned life insurance increased by $16,000.$20,000. Other sources of non-interest income increaseddecreased by $91,000$84,000 from the same period a year ago. This latter income category is subject to fluctuation due to the non-recurring nature of some of the items.  

 

Total non-interest expenses in the second quarter were $5.4 million in 2021 and $4.6 million in 2020, and $5.3 million in 2019, a decreasean increase of 14.3%17.6%. During the second quarter of 2020,2021, expenditures for salaries and employee benefits decreasedincreased by $607,000,$295,000, or 19.8%12.0%, from the similar period a year ago.ago, reflecting annual merit increases and incentive compensation. Full time equivalent employment averaged 151 during the second quarter of 2021 and 155 during the second quarter of 2019 and 162 during the second quarter of 2019. The Company reduced headcount via attrition to date in 2020 in an effort to gain efficiency during the pandemic.2020. All other expense categories decreasedincreased by $154,000,$509,000, or 6.8%24.1%, in the aggregate. This latter category is subject to fluctuation due to the non-recurring nature of some of the items.

41

 

 

Liquidity

 

The central role of the Company’s liquidity management is to (1) ensure sufficient liquid funds to meet the normal transaction requirements of its customers, (2) take advantage of market opportunities requiring flexibility and speed, and (3) provide a cushion against unforeseen liquidity needs.

 

Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. The objective of liquidity management is to ensure the Company has the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. The Company maintains strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, proper management of capital markets funding sources and addressing unexpected liquidity requirements.

 

Principal sources of liquidity available to the Company include assets considered relatively liquid, such as interest-bearing deposits in other banks, federal funds sold and, cash and due from banks, as well as cash flows from maturities and repayments of loans, investment securities and mortgage-backed securities.

 

Principal repayments on mortgage-backed securities, collateralized mortgage obligations and small business administration pools, along with investment securities maturing or called amounted to $11.0$11.5 million in the first six months of 2020,2021, which annualized represents 13.3%13.2% of the total combined portfolio, compared to $5.3$11.0 million, or 7.6%13.3%, of the portfolio a year ago. The current low interest rate environment generally increases prepayment speeds on mortgage-backed securities. A large portion of the investment portfolio is allocated to amortizing debt in order to provide cash flows to supplement loan growth.

 

In order to address the concern of FDIC insurance of larger depositors, the Bank is a member of the IntraFi Network, formerly known as Promontory Interfinancial Network which offered Certificate of Deposit Account Registry Service (CDARS®) program and the Insured Cash Sweep (ICS) program. The CDARS ® product is now rebranded as IntraFi Funding and the ICS program is now renamed IntraFi Network Deposits.  Through CDARS®,IntraFi Funding the Bank’s customers can increase their FDIC insurance by up to $50 million through reciprocal certificate of deposit accounts and likewise through ICS,IntraFi Network Deposits, they can accomplish the same through money market savings accounts. This is accomplished by the Bank entering into reciprocal depository relationships with other member banks. The individual customer’s large deposit is broken into amounts below $250,000 and placed with other banks that are members of the network. The reciprocal member bank issues certificates of deposit or money market savings accounts in amounts that ensure that the entire deposit is eligible for FDIC insurance. The Bank can also execute “one-way buy” transactions wherein deposits are taken in on a non-reciprocal basis through a weekly bidding process. At  June 30, 2020,2021, the Bank had $ 5.3$6.6 million of deposits in the CDARS®IntraFi Funding program, of which none was executed as one-way buy transactions and the Bank had $15.1$13.2 million of deposits in the ICSIntraFi Network Deposit money market program, of which none was executed as one-way buy transactions. Prospectively, for regulatory purposes, reciprocal CDARS® and ICSIntraFi products are no longer considered a brokered deposit.

 

Along with its liquid assets, the Bank has other sources of liquidity available to it which help to ensure that adequate funds are available as needed. These other sources include, but are not limited to, the ability to obtain deposits through the adjustment of interest rates, the purchasing of federal funds, correspondent bank lines of credit and access to the Federal Reserve Discount Window. The Bank is also a member of the Federal Home Loan Bank of Cincinnati, which provides its largest source of liquidity. At June 30, 2020,2021, the Bank had approximately $10.0$25.7 million available of collateral-based borrowing capacity at FHLB of Cincinnati, supplementing the $4.9$3.3 million of availability with the Federal Reserve Discount window. Additionally, the FHLB has committed a $34.4$38.8 million cash management line, of which nothing has been disbursed, subject to posting additional collateral. The Bank, by policy, has access to approximately 25% of total deposits in various forms of wholesale deposits that could be used as an additional source of liquidity. At June 30, 2020,2021, there was $13.7$2.5 million in outstanding balances in wholesale deposits including internet-based deposits, and the above-mentioned one-way buy funds, with access to an additional $148.4$166.9 million. The Company was also granted a total of $13.5 million in unsecured, discretionary Federal Funds lines of credit with correspondent banks with no funds drawn upon as of June 30, 2020.2021. Unpledged securities of $74.3$106.2 million are also available for borrowing under repurchase agreements or as additional collateral for FHLB lines of credit or to sell to generate liquidity.

 

4240


 

At the outset of the Pandemic, in response to the uncertainty surrounding the stay-at-home orders, business closures, and the potential negative effects to the economy, the Bank opted to begin increasing on-balance sheet liquidity in the event funds may be unavailable in the future.  Simultaneously, in response to the COVID-19 pandemic, governmental agencies took several measures to avail liquidity to the banking industry.  Among the key provisions are the following:

 

Federal Reserve Bank Actions

 

 

Lowered the primary borrowing rate through the discount window by 150 basis points to 0.25% to enhance the role of the discount window for banks facing potential funding pressures.

 

Encouraged banks to utilize intraday credit extended by Reserve Banks on both a collateralized and uncollateralized basis.

 

Supports firms that choose to use their capital and liquidity buffers to lend and undertake other supportive actions.

 

Reduced the reserve requirement ratios to 0.0% effective March 26, 2020.

 

Established the Paycheck Protection Program Liquidity Facility (PPPLF) to extend credit to eligible financial institutions that originate Small Business PPP loans, taking the loans as collateral at face value; established the rate at 0.35%.

 

In addition to the Federal Reserve Bank’s actions, the FHLB offered interest free six-month advances for COVID-19 related liquidity needs, with normal collateral posted up to $5 million per institution.  The Treasurer of the State of Ohio offered to open interest-bearing deposit accounts in Ohio banks at a rate of .02% (currently), fully collateralized up to a six-month term.  The Company would qualifyqualified for $17 million under this program.and entered into the six month program in July 2020 with the the six month term expiring in  January 2021. The Company experienced significant deposit growth during the pandemic, which minimized usage of these government-sponsored programs. 

 

Based upon the accommodations described above, the Bank has substantial liquidity available, over and above normal channels, to address any future needs emanating from the current pandemic.

 

The Company has other more limited sources of liquidity. In addition to its existing liquid assets, it can raise funds in the securities market through debt or equity offerings or it can receive dividends from its bank subsidiary. Generally, the Bank may pay dividends without prior approval as long as the dividend is not more than the total of the current calendar year-to-date earnings plus any earnings from the previous two years not already paid out in dividends, as long as the Bank remains well-capitalized after the dividend payment. The amount available for dividends at June 30, 20202021 is $8.8$11.2 million. Future dividend payments by the Bank to the Company are based upon future earnings. The Holding Company had cash of $212,000$87,000 at June 30, 20202021 available to meet cash needs. It also held a $6.0 million note receivable, the cash flow from which approximates the debt service on the Junior Subordinated Debentures. Cash is generally used by the Holding Company to pay quarterly interest payments on the debentures, pay dividends to common shareholders, repurchase shares, and to fund operating expenses.

Cash and cash equivalents totaled $73.3 million at June 30, 2021 compared to $33.1 million at June 30, 2020 compared to $24.2 million at June 30, 2019 and $27.8$36.1 million at December 31, 20192020 The Company strives to be fully invested, minimizing on balance sheet liquidity, however, higher liquidity levels have been maintained during the Pandemic as a precautionary measure. 

 

4341


 

The following table details the cash flow from operating activities for the six months ended:

 

 

(Amounts in thousands)

  

(Amounts in thousands)

 
 

June 30,

  

June 30,

 
 

2020

  

2020

  

2021

  

2020

 

Net income

 $3,303  $3,433  $4,763  $3,303 

Adjustments to reconcile net income to net cash flow from operating activities:

          

Depreciation, amortization and accretion

 1,226  1,083  1,639  1,226 

Provision for loan losses

 1,050  355    1,050 
Investment securities available-for-sale (gains) losses, net (18) 44 

Investment securities available-for-sale gains, net

 (56) (18)

Originations of mortgage banking loans held for sale

 (49,824) (28,878) (54,466) (49,824)

Proceeds from the sale of mortgage banking loans

 51,647  24,923  59,337  51,647 

Mortgage banking gains, net

 (1,496) (681) (1,514) (1,496)

Earnings on bank-owned life insurance

 (188) (210) (228) (188)

Equity compensation

 277  535  263  277 

Changes in:

          

Deferred taxes

 (540) (24) (172) (540)

Other assets and liabilities

  903   221   779   903 

Net cash flow from operating activities

 $6,340  $801  $10,345  $6,340 

 

Key variations stem from: 1) In the six months ended June 30, 20202021 net income was $130,000 lower than the same period in 2019 with provision for loan losses $695,000$1.5 million higher than the same period in 2019.2020 driven by lower provision for loan losses and higher net interest income. 2) Mortgage banking activity increased substantially due to historic low interest rates. 3) Equity compensation decreased $258,000 primarily due to awards occurring in the first quarter of 2020 versus second quarter of 2019. Refer to the Consolidated Statements of Cash Flows for a summary of the sources and uses of cash for 20202021 and 20192020.

 

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of the Company’s financial condition and results of operation are based upon the Consolidated Financial Statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

Certain accounting policies involve significant judgments and assumptions by management which has a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Management has discussed the development and selection of these accounting estimates with the Audit Committee.

 

Management believes the following are critical accounting policies that require the most significant judgments and estimates used in the preparation of the Company’s consolidated financial statements.

 

Accounting for the Allowance for Loan Losses

 

The determination of the allowance for loan losses and the resulting amount of the provision for loan losses charged to operations reflects management’s current judgment about the credit quality of the loan portfolio and takes into consideration changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio and, in the terms of loans, changes in the experience, ability and depth of lending management, changes in the volume and severity of past due, non-accrual and adversely classified or graded loans, changes in the quality of the loan review system, changes in the value of underlying collateral for collateral-dependent loans, the existence and effect of any concentrations of credit and the effect of competition, legal and regulatory requirements and other external factors. The nature of the process by which we determine the appropriate allowance for loan losses requires the exercise of considerable judgment. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond our control, including the performance of the loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications. The allowance is increased by the provision for loan losses and decreased by charge-offs when management believes the uncollectibility of a loan is confirmed. Subsequent recoveries, if any, are credited to the allowance. A weakening of the economy or other factors that adversely affect asset quality could result in an increase in the number of delinquencies, bankruptcies or defaults and a higher level of non-performing assets, net charge offs, and provision for loan losses in future periods.

 

4442


 

The Company’s allowance for loan losses methodology consists of three elements: specific valuation allowances based on probable losses on specific loans; valuation allowances based on historical loan loss experience for similar loans with similar characteristics and trends; and general valuation allowances based on general economic conditions and other qualitative risk factors both internal and external to the Company. These elements support the basis for determining allocations between the various loan categories and the overall adequacy of our allowance to provide for probable losses inherent in the loan portfolio.

 

With these methodologies, a general allowance is established for each loan type based on historical losses for each loan type in the portfolio. Additionally, management allocates a specific allowance for “Impaired Credits,” which is based on current information and events; it is probable the Company will not collect all amounts due according to the original contractual terms of the loan agreement. The level of the general allowance is established to provide coverage for management’s estimate of the credit risk in the loan portfolio by various loan segments not covered by the specific allowance. Additional information regarding allowance for credit losses can be found in the Notes to the Consolidated Financial Statements (Note 4) and elsewhere in this Management’s Discussion and Analysis.

 

Investment Securities and Impairment

 

The classification and accounting for investment securities is discussed in detail in Note 3 of the Consolidated Financial Statements. Investment securities must be classified as held-to-maturity, available-for-sale, or trading. The appropriate classification is based partially on our ability to hold the securities to maturity and largely on management’s intentions, if any, with respect to either holding or selling the securities. The classification of investment securities is significant since it directly impacts the accounting for unrealized gains and losses on securities. Unrealized gains and losses on trading securities, if any, flow directly through earnings during the periods in which they arise, whereas available-for-sale securities are recorded as a separate component of shareholders’ equity (accumulated other comprehensive income or loss) and do not affect earnings until realized. The fair values of our investment securities are generally determined by reference to quoted market prices and reliable independent sources. At each reporting date, the Company assesses whether there is an “other-than-temporary” impairment to the Company’s investment securities. Such impairment must be recognized in current earnings rather than in other comprehensive income (loss).

 

The Company reviews investment debt securities on an ongoing basis for the presence of other-than-temporary impairment (OTTI) with formal reviews performed quarterly. OTTI losses on individual investment securities are recognized in accordance with FASB ASC topic 320, Investments – Debt and Equity Securities. The purpose of this ASC is to provide greater clarity to investors about the credit and noncredit component of an OTTI event and to communicate more effectively when an OTTI event has occurred. This ASC amends the OTTI guidance in GAAP for debt securities, improves the presentation and disclosure of OTTI on investment securities and changes the calculation of the OTTI recognized in earnings in the financial statements. This ASC does not amend existing recognition and measurement guidance related to OTTI of equity securities.

 

For debt securities, ASC topic 320 requires an entity to assess whether it has the intent to sell the debt security or it is more-likely-than-not that it will be required to sell the debt security before its anticipated recovery. If either of these conditions is met, an OTTI on the security must be recognized.

 

In instances in which a determination is made that a credit loss (defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis) exists but the entity does not intend to sell the debt security and it is not more-likely-than-not that the entity will be required to sell the debt security before the anticipated recovery of its remaining amortized cost basis (i.e., the amortized cost basis less any current-period credit loss), ASC topic 320 changes the presentation and amount of the OTTI recognized in the income statement.

 

In these instances, the impairment is separated into the amount of the total impairment related to the credit loss and the amount of the total impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total impairment related to all other factors is recognized in other comprehensive income (loss). The total OTTI is presented in the income statement with an offset for the amount of the total OTTI that is recognized in other comprehensive income (loss). In determining the amount of impairment related to credit loss, the Company uses a third party discounted cash flow model, several inputs for which require estimation and judgment. Among these inputs are projected deferral and default rates and estimated recovery rates. Realization of events different than that projected could result in a large variance in the values of the securities.

 

4543


 

Income Taxes

 

The provision for income taxes is based on income reported for financial statement purposes and differs from the amount of taxes currently payable, since certain income and expense items are reported for financial statement purposes in different periods than those for tax reporting purposes. Accrued taxes represent the net estimated amount due or to be received from taxing authorities. In estimating accrued taxes, the Company assesses the relative merits and risks of the appropriate tax treatment of transactions taking into account statutory, judicial and regulatory guidance in the context of the Company’s tax position.

 

The Company accounts for income taxes using the asset and liability approach, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The Company conducts periodic assessments of deferred tax assets, including net operating loss carryforwards, to determine if it is more-likely-than-not that they will be realized. In making these assessments, the Company considers taxable income in prior periods, projected future taxable income, potential tax planning strategies and projected future reversals of deferred tax items. These assessments involve a certain degree of subjectivity which may change significantly depending on the related circumstances.

 

Available Information

 

The Company files an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports with the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 Amended (the Exchange Act). The Company’s website is www.cortlandbank.com. The Company makes available through its website, free of charge, the reports filed with the SEC, as soon as reasonably practicable after such material is electronically filed, or furnished to, the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The public may read and copy any materials filed with the Commission at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in the quantitative and qualitative information about market risk from the information provided in the Company’s Form 10-K for the year ended December 31, 2019.2020.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures. With the supervision and participation by management, including the Company’s principal executive officer and principal financial officer, the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) has been evaluated as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded that these controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting. Our Chief Executive Officer and Chief Financial Officer have concluded that there have been no significant changes during the period covered by this report in the Company’s internal control over financial reporting (as defined in Rules 13a-13 and 15d-15 of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

 

4644


 

 

PART II—OTHER INFORMATION

 

 

Item 1. Legal Proceedings

 

See Note (5) of the financial statements.

 

 

Item 1A. Risk Factors

 

In addition toThere have been no material changes in the risk factors previously disclosed by the Company in the “Risk Factors” section included in our Annualits Report on Form 10-K for the fiscal year ended December 31, 2019, the Company has made the following updates:2020.

 

The current COVID-19 pandemic could adversely affect our business operations, asset valuations, financial condition, and results of operations.

The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and mandated "stay-at-home" restrictions for residents. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, tens of millions of people have filed claims for unemployment, and stock markets have declined in value and, in particular, bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of the coronavirus has caused the Company to modify its business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. The Company may take further actions as may be required by government authorities or that it determines are in the best interests of the Company’s employees, customers and business partners.

We are unable to estimate the near-term and ultimate impacts of the COVID-19 pandemic on our business and operations at this time. It is unknown how long the COVID-19 pandemic will last, or when restrictions on individuals and businesses will be lifted and businesses and their employees will be able to resume normal activities. Additional information may emerge regarding the severity of COVID-19 and additional actions may be taken by federal, state, and local governments to contain COVID-19 or treat its impact.

Our efforts in assisting our borrowers with loan modifications has caused us, and could continue to cause us, to recognize increases in our allowance for loan losses. Sustained adverse effects may also increase our cost of capital, prevent us from satisfying our minimum regulatory capital ratios and other supervisory requirements, or result in downgrades in our credit ratings.  Furthermore, the U.S. economy is likely to experience a recession as a result of the pandemic, and our business could be materially and adversely affected by a prolonged recession.  To the extent the pandemic adversely affects our business, financial condition, liquidity, or results of operations, it may also have the effect of heightening many of the other risks described in the section entitled “Risk Factors” in our 2019 Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.

 

4745


 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds—Not applicable

 

Company’s Common Stock.

 

The following table shows information relating to the repurchase of shares of the Company’s common stock during the quarter ended June 30, 2020.2021.

 

  

Total Number of Shares Purchased

  

Average Price Paid Per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

  

Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs*

 

April

  4,602  $13.46      153,682 

May

           153,682 

June

           153,682 

Total

  4,602  $13.46       

  

Total Number of Shares Purchased

  

Average Price Paid Per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

  

Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs*

 

April

  2,224  $22.98   2,224   188,052 

May

  5,716   20.42   1,827   186,225 

June

  374   23.79   374   185,851 

Total

  8,314  $21.26   4,425   185,851 

 

*

On December 17, 2019,January 19, 2021, the Company’s Board of Directors approved a new program which allows the Company to purchase up to 200,000 shares, or approximately 4.6%4.7% of the 4,323,8224,223,153 outstanding shares of common stock at December 17, 2019. On March 17, 2020 the Company’s Board of Directors approved an increase in the number of shares authorized for repurchase under the December 17, 2019 plan by 100,000 shares bringing the total to 300,000 shares authorized.January 19, 2021.  This program will terminateexpire on December 31, 2020, or upon purchase of 300,000 shares if earlier or at any time without prior notice (See footnote 12).2021.

 

 

Item 3. Defaults upon Senior Securities—Not applicable

 

Item 4. Mine Safety Disclosures—Not applicable

 

Item 5. Other Information—Not applicable

 

4846


 

CORTLAND BANCORP AND SUBSIDIARIES

INDEX TO EXHIBITS

 

 

Item 6. Exhibits—The following exhibits are filed or incorporated by reference as part of this report:

 

 

 

 

 

Incorporated by Reference

 

 

 

Exhibit No.

 

Exhibit Description

 

Form**

 

Exhibit

 

Filing Date

 

Filed
Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

    3.1

 

Restated Amended Articles of Cortland Bancorp reflecting amendment dated June 25, 1999. Note: filed for purposes of SEC reporting compliance only. This restated document has not been filed with the State of Ohio.

 

10-K(1)

 

3.1

 

03/16/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    3.2

 

Code of Regulations, as amended.

 

8-K

 

3.2

 

05/30/17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    4.1

 

The rights of holders of equity securities are defined in portions of the Articles of Incorporation as referenced in Exhibit 3.1

 

10-K(1)

 

4.1

 

03/16/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and the Code of Regulations as referenced in Exhibit 3.2

 

8-K

 

4.1

 

05/30/17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    4.2

 

Agreement to furnish instruments and agreements defining rights of holders of long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.1

 

Group Term Carve Out Plan dated February 23, 2001, by The Cortland Savings and Banking Company with each executive officer other than Rodger W. Platt and with selected other officers, as amended by the August 2002 letter amendment

 

10-K(1)

 

10.1

 

03/16/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.1.1

 

Amendment of Group Term Carve Out Plan, dated October 28, 2014

 

8-K

 

10.1.1

 

11/03/14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.2

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.3

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.4

 

Amended Director Retirement Agreement between Cortland Bancorp and David C. Cole, dated as of December 18, 2007

 

10-K

 

10.4

 

03/17/08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.5

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.6

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.7

 

Amended Director Retirement Agreement between Cortland Bancorp and James E. Hoffman III, dated as of December 18, 2007

 

10-K

 

10.7

 

03/17/08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.8

 

Amended Director Retirement Agreement between Cortland Bancorp and Neil J. Kaback, dated as of December 18, 2007

 

10-K

 

10.8

 

03/17/08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.9

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.10

 

Amended Director Retirement Agreement between Cortland Bancorp and Richard B. Thompson, dated as of December 18, 2007

 

10-K

 

10.10

 

03/17/08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.11

 

Amended Director Retirement Agreement between Cortland Bancorp and Timothy K. Woofter, dated as of December 18, 2007

 

10-K

 

10.11

 

03/17/08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.12

 

Form of Split Dollar Agreement entered into by Cortland Bancorp and each of Directors David C. Cole, James E. Hoffman III, and Timothy K. Woofter as of February 23, 2001, as of March 1, 2004, with Director Neil J. Kaback, and as of October 1, 2001, with Director Richard B. Thompson;

 

 

10-K(1)

 

 

10.12

 

 

03/16/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

as amended on December 26, 2006, for Directors Cole, Hoffman, Thompson, and Woofter;

 

10-K

 

10.12

 

03/15/07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.13

 

Director’s Retirement Agreement between Cortland Bancorp and Director Joseph E. Koch, dated as of April 19, 2011

 

8-K

 

10.13

 

04/22/11

 

 

 

 

4947


 

 

 

 

 

Incorporated by Reference

 

 

 

Exhibit No.

 

Exhibit Description

 

Form**

 

Exhibit

 

Filing Date

 

Filed
Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.14

 

Split Dollar Agreement and Endorsement between Cortland Bancorp and Director Joseph E. Koch, dated as of April 19, 2011

 

8-K

 

10.14

 

04/22/11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.15

 

Form of Indemnification Agreement entered into by Cortland Bancorp with each of its directors

 

10-K(1)

 

10.15

 

03/16/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.16

 

Endorsement Split Dollar Agreement between The Cortland Savings and Banking Company and David J. Lucido, dated as of March 27, 2012

 

10-K

 

10.16

 

03/29/12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.17

 

Eighth Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Timothy Carney, dated as of December 28, 2018

 

8-K

 

10.17

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.18

 

Third Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Lawrence A. Fantauzzi, dated as of December 3, 2008

 

8-K

 

10.18

 

12/12/08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.19

 

Eighth Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and James M. Gasior, dated as of December 28, 2018

 

8-K

 

10.19

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.20

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.21

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.22

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.23

 

Second Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and David J. Lucido, dated as of December 28, 2018

 

8-K

 

10.23

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.24

 

Fifth Amended Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and Timothy Carney, dated as of December 28, 2018

 

8-K

 

10.24

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.25

 

Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Stanley P. Feret, dated as of December 28, 2018

 

8-K

 

10.25

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.26

 

Fifth Amended Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and James M. Gasior, dated as of December 28, 2018

 

8-K

 

10.26

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.27

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.28

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.29

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.30

 

Endorsement Split Dollar Agreement between The Cortland Savings and Banking Company and Stanley P. Feret, dated as of July 23, 2013

 

10-Q

 

10.30

 

08/13/13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.31.1

 

Severance Agreement between Cortland Bancorp and Tim Carney, dated as of September 28, 2012, as amended November 24, 2015

 

10-K

 

10.31.1

 

12/01/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.31.2

 

Severance Agreement between Cortland Bancorp and James Gasior, dated as of September 28, 2012, as amended November 24, 2015

 

8-K

 

10.31.2

 

12/01/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.31.3

 

Amended Severance Agreement between Cortland Bancorp and David J. Lucido, dated as of December 28, 2018

 

8-K

 

10.31.3

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.32

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.33

 

[Reserved]

 

 

 

 

 

 

 

 

 

 

5048


 

 

 

 

 

Incorporated by Reference

 

 

 

Exhibit No.

 

Exhibit Description

 

Form**

 

Exhibit

 

Filing Date

 

Filed
Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.34

 

Amended Severance Agreement between Cortland Bancorp and Stanley P. Feret, dated as of December 28, 2018

 

8-K

 

10.34

 

12/28/18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.35

 

Annual Incentive Plan for Executive Officers

 

8-K

 

10.35

 

08/03/1509/18/20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.36

 

2015 Omnibus Equity Plan

 

10-Q

 

10.36

 

08/11/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.36.1

 

Form of incentive stock option award under the 2015 Omnibus Equity Plan

 

10-Q

 

10.36.1

 

08/11/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.36.2

 

Form of nonqualified stock option award under the 2015 Omnibus Equity Plan

 

10-Q

 

10.36.2

 

08/11/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.36.3

 

Form of restricted stock award under the 2015 Omnibus Equity Plan

 

8-K

 

10.36.3

 

03/19/20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.36.4

 

Form of restricted stock award under the 2015 Omnibus Equity Plan

 

8-K

 

10.36.4

 

03/23/20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.37

 

2015 Director Equity Plan

 

10-Q

 

10.37

 

08/11/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.37.1

 

Form of nonqualified stock option award under the 2015 Director Equity Plan

 

10-Q

 

10.37.1

 

08/11/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*10.37.2

 

2015 Director Equity Plan Restricted Stock Award Agreement

 

10-Q

 

10.37.2

 

08/11/15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  11

 

Statement of re-computation of per share earnings

 

See Note 6

of Financial

Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  31.1

 

Certification of the Chief Executive Officer under Rule 13a-14(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  31.2

 

Certification of Chief Financial Officer under Rule 13a-14(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  32

 

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer required under section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  101

 

The following materials from Cortland Bancorp’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020,2021, formatted in Inline Extensible Business Reporting Language (XBRL)(iXBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Changes in Shareholders’ Equity; (e) Consolidated Statements of Cash Flows; and (f) the Notes to Consolidated Financial Statements tagged as blocks of text and in detail (included with this filing)

��

 

 

 

 

 

 

 

101.INSInline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
            
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)        

 

(1)

Film number 06691632

*

Management contract or compensatory plan or arrangement

**

SEC File No. 000-13814 through March 2019, SEC File No. 001-38827 thereafter.

 

5149


 

CORTLAND BANCORP AND SUBSIDIARIES

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.

 

CORTLAND BANCORP

(Registrant)

 

/s/ James M. Gasior

 

Date: August 10, 20205, 2021

James M. Gasior

President and

Chief Executive Officer

(Principal Executive Officer)

 

 

 

/s/ David J. Lucido

 

Date: August 10, 20205, 2021

David J. Lucido

Senior Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

5250