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 March 31,September 30, 2020

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

 

34-145111844410

(State or other jurisdictionAddress of

Incorporation or organization) principal executive offices)

 

(I.R.S. Employer

Identification No.)Zip code)

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 classexchange on which registered

Common stock, No Par Value

Trading Symbol(s)CLDB

Name of each exchange on which registeredNASDAQ Capital Market

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

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

  

4,227,7554,223,153 Shares May 7,October 29, 2020




 


PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

 

 

Cortland Bancorp and Subsidiaries:

 

 

 

 

 

 

 

Consolidated Balance Sheets (unaudited) – March 31,September 30, 2020 and December 31, 2019

2

 

 

 

 

 

 

Consolidated Statements of Income (unaudited) – Three and nine months ended March 31,September 30, 2020 and 2019

3

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (unaudited) – Three and nine months ended March 31,September 30, 2020 and 2019

4

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity (unaudited) – Three and nine months ended March 31,September 30, 2020 and 2019

5

 

 

 

 

 

 

Consolidated Statements of Cash Flows (unaudited) – ThreeNine months ended March 31,September 30, 2020 and 2019

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

7

 

 

 

 

Item 2.

 

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

2928

 

 

 

 

 

 

Consolidated Average Balance Sheets, Yields and Rates – Quarter-to-Date March 31,Year-to-Date September 30, 2020 December 31, 2019 and March 31,September 30, 2019

28

Consolidated Average Balance Sheets, Yields and Rates – Quarter-to-Date September 30, 2020, June 30, 2020 and September 30, 201929

 

 

 

 

 

 

Selected Financial Data

30

 

 

 

 

 

 

Financial Review

31

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

4446

 

 

 

 

Item 4.

 

Controls and Procedures

4446

 

 

 

 

PART II – OTHER INFORMATION

4547

 

 

Item 1.

 

Legal Proceedings

4547

 

 

 

 

Item 1A.

 

Risk Factors

4547

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

4648

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

4648

 

 

 

 

Item 4.

 

Mine Safety Disclosures

4648

 

 

 

 

Item 5.

 

Other Information

4648

 

 

 

 

Item 6.

 

Exhibits

4749

 

 

 

 

SIGNATURES

5052

1

 


CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in thousands, except share data)

 

 

March 31,

 

 

December 31,

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

Cash and due from banks

$

7,946

 

 

$

8,448

 

Interest-earning deposits

 

35,171

 

 

 

19,367

 

Total cash and cash equivalents

 

43,117

 

 

 

27,815

 

Investment securities available-for-sale (Note 3)

 

130,643

 

 

 

136,131

 

Regulatory stock (Note 3)

 

2,995

 

 

 

2,835

 

Loans held for sale

 

4,711

 

 

 

4,890

 

Total loans (Note 4)

 

482,239

 

 

 

518,716

 

Less allowance for loan losses (Note 4)

 

(5,087

)

 

 

(4,465

)

Net loans

 

477,152

 

 

 

514,251

 

Premises and equipment

 

12,211

 

 

 

12,018

 

Bank-owned life insurance

 

17,861

 

 

 

17,768

 

Other assets

 

23,960

 

 

 

21,454

 

Total assets

$

712,650

 

 

$

737,162

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Noninterest-bearing deposits

$

132,888

 

 

$

133,340

 

Interest-bearing deposits

 

460,368

 

 

 

485,041

 

Total deposits

 

593,256

 

 

 

618,381

 

Securities sold under agreements to repurchase (Note 13)

 

1,675

 

 

 

1,922

 

Federal Home Loan Bank advances - short term

 

2,000

 

 

 

 

Federal Home Loan Bank advances - long term

 

22,000

 

 

 

24,000

 

Subordinated debt (Note 7)

 

5,155

 

 

 

5,155

 

Other liabilities

 

15,355

 

 

 

13,366

 

Total liabilities

 

639,441

 

 

 

662,824

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Common stock - $5.00 stated value - authorized 20,000,000 shares; issued

   4,728,267 shares in 2020 and 2019; outstanding shares, 4,227,755 in 2020

   and 4,323,822 in 2019

 

23,641

 

 

 

23,641

 

Additional paid-in capital

 

21,314

 

 

 

21,266

 

Retained earnings

 

36,745

 

 

 

36,187

 

Accumulated other comprehensive income (Note 10)

 

2,401

 

 

 

1,168

 

Treasury stock, at cost, 500,512 shares in 2020 and 404,445 in 2019

 

(10,892

)

 

 

(7,924

)

Total shareholders’ equity

 

73,209

 

 

 

74,338

 

Total liabilities and shareholders’ equity

$

712,650

 

 

$

737,162

 

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


CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Amounts in thousands, except per share data)

 

THREE MONTHS ENDED

MARCH 31,

 

 

2020

 

 

2019

 

INTEREST AND DIVIDEND INCOME

 

 

 

 

 

 

 

Interest and fees on loans

$

6,054

 

 

$

6,583

 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

Taxable interest

 

337

 

 

 

560

 

Nontaxable interest

 

467

 

 

 

353

 

Dividends

 

16

 

 

 

36

 

Other interest income

 

56

 

 

 

58

 

Total interest and dividend income

 

6,930

 

 

 

7,590

 

INTEREST EXPENSE

 

 

 

 

 

 

 

Deposits

 

1,096

 

 

 

1,161

 

Securities sold under agreements to repurchase

 

1

 

 

 

1

 

Federal Home Loan Bank advances - short term

 

 

 

 

69

 

Federal Home Loan Bank advances - long term

 

87

 

 

 

81

 

Subordinated debt

 

41

 

 

 

54

 

Total interest expense

 

1,225

 

 

 

1,366

 

Net interest income

 

5,705

 

 

 

6,224

 

PROVISION FOR LOAN LOSSES

 

600

 

 

 

175

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN

   LOSSES

 

5,105

 

 

 

6,049

 

NON-INTEREST INCOME

 

 

 

 

 

 

 

Fees for customer services

 

542

 

 

 

524

 

Mortgage banking gains, net

 

596

 

 

 

337

 

Earnings on bank-owned life insurance

 

93

 

 

 

131

 

Other non-interest income

 

221

 

 

 

212

 

Total non-interest income

 

1,452

 

 

 

1,204

 

NON-INTEREST EXPENSES

 

 

 

 

 

 

 

Salaries and employee benefits

 

2,766

 

 

 

2,744

 

Occupancy and equipment

 

646

 

 

 

573

 

State and local taxes

 

146

 

 

 

128

 

FDIC insurance

 

6

 

 

 

38

 

Professional fees

 

302

 

 

 

206

 

Advertising and marketing

 

57

 

 

 

95

 

Data processing fees

 

72

 

 

 

60

 

Other operating expenses

 

985

 

 

 

908

 

Total non-interest expenses

 

4,980

 

 

 

4,752

 

INCOME BEFORE FEDERAL INCOME TAX EXPENSE

 

1,577

 

 

 

2,501

 

Federal income tax expense

 

206

 

 

 

396

 

NET INCOME

$

1,371

 

 

$

2,105

 

EARNINGS PER SHARE BASIC AND DILUTED

$

0.32

 

 

$

0.49

 

CASH DIVIDENDS DECLARED PER SHARE

$

0.19

 

 

$

0.16

 

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


CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in thousands)

 

THREE MONTHS ENDED

MARCH 31,

 

 

 

2020

 

 

2019

 

 

Net income

$

1,371

 

 

$

2,105

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

Unrealized holding gains on available-for-sale

   securities

 

1,566

 

 

 

2,369

 

 

Tax effect

 

(329

)

 

 

(498

)

 

Total securities available-for-sale

 

1,237

 

 

 

1,871

 

 

Change in post-retirement obligations

 

(4

)

 

 

7

 

 

Total other comprehensive  income

 

1,233

 

 

 

1,878

 

 

Total comprehensive income

$

2,604

 

 

$

3,983

 

 

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


CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(Amounts in thousands, except per share data)

 

THREE MONTHS ENDED

MARCH 31,

 

 

2020

 

 

2019

 

COMMON STOCK

 

 

 

 

 

 

 

Balance

$

23,641

 

 

$

23,641

 

 

 

 

 

 

 

 

 

ADDITIONAL PAID IN CAPITAL

 

 

 

 

 

 

 

Beginning balance

 

21,266

 

 

 

20,984

 

Treasury shares reissued (2,770 shares)

 

 

 

 

11

 

Equity compensation

 

48

 

 

 

(13

)

Ending Balance

 

21,314

 

 

 

20,982

 

 

 

 

 

 

 

 

 

RETAINED EARNINGS

 

 

 

 

 

 

 

Beginning balance

 

36,187

 

 

 

31,089

 

Net income

 

1,371

 

 

 

2,105

 

Cash dividend declared, $0.19 and $0.16 per share

   for three months ended March 31, 2020 and March 31, 2019, respectively

 

(813

)

 

 

(696

)

Ending balance

 

36,745

 

 

 

32,498

 

 

 

 

 

 

 

 

 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

Beginning balance

 

1,168

 

 

 

(3,656

)

Other comprehensive income

 

1,233

 

 

 

1,878

 

Ending balance

 

2,401

 

 

 

(1,778

)

 

 

 

 

 

 

 

 

TREASURY STOCK

 

 

 

 

 

 

 

Beginning balance

 

(7,924

)

 

 

(7,140

)

Treasury shares reissued (2,770 shares)

 

 

 

 

49

 

Treasury shares purchased (146,318 shares in  2020)

 

(3,092

)

 

 

 

Equity compensation

 

124

 

 

 

67

 

Ending balance

 

(10,892

)

 

 

(7,024

)

TOTAL SHAREHOLDERS' EQUITY

$

73,209

 

 

$

68,319

 

  

September 30,

  

December 31,

 
  

2020

  

2019

 

ASSETS

        

Cash and due from banks

 $7,808  $8,448 

Interest-earning deposits

  40,825   19,367 

Total cash and cash equivalents

  48,633   27,815 

Investment securities available-for-sale (Note 3)

  167,577   136,131 

Regulatory stock (Note 3)

  3,031   2,835 

Loans held for sale

  6,564   4,890 

Total loans (Note 4)

  534,146   518,716 

Less allowance for loan losses (Note 4)

  (6,045)  (4,465)

Net loans

  528,101   514,251 

Premises and equipment

  11,885   12,018 

Bank-owned life insurance

  21,046   17,768 

Other assets

  24,788   21,454 

Total assets

 $811,625  $737,162 
         

LIABILITIES

        

Noninterest-bearing deposits

 $194,174  $133,340 

Interest-bearing deposits

  486,466   485,041 

Total deposits

  680,640   618,381 

Securities sold under agreements to repurchase (Note 13)

  1,088   1,922 

Federal Home Loan Bank advances - short term

  7,000   0 

Federal Home Loan Bank advances - long term

  24,000   24,000 

Subordinated debt (Note 7)

  5,155   5,155 

Other liabilities

  15,594   13,366 

Total liabilities

  733,477   662,824 
         

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 

Additional paid-in capital

  21,153   21,266 

Retained earnings

  39,657   36,187 

Accumulated other comprehensive income (Note 10)

  4,301   1,168 

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

  (10,604)  (7,924)

Total shareholders’ equity

  78,148   74,338 

Total liabilities and shareholders’ equity

 $811,625  $737,162 

 

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

 


2

CORTLAND BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWSINCOME (UNAUDITED)

(Amounts in thousands)thousands, except per share data)

 

 

FOR THE THREE MONTHS

ENDED MARCH 31,

 

 

2020

 

 

2019

 

Net cash flow from operating activities

$

2,156

 

 

$

1,049

 

Cash flow from investing activities

 

 

 

 

 

 

 

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

 

6,699

 

 

 

2,591

 

Purchases of regulatory stock

 

(160

)

 

 

 

Net decrease in loans made to customers

 

36,499

 

 

 

32,046

 

Proceeds from bank-owned life insurance

 

 

 

 

403

 

Contributions to partnership funds

 

(152

)

 

 

(221

)

Purchases of premises and equipment

 

(463

)

 

 

(527

)

Net cash flow from investing activities

 

42,423

 

 

 

34,292

 

Cash deficit from financing activities

 

 

 

 

 

 

 

Net decrease in deposit accounts

 

(25,125

)

 

 

(32,843

)

Net change in securities sold under agreements to repurchase

 

(247

)

 

 

(568

)

Net change in Federal Home Loan Bank advances - short term

 

2,000

 

 

 

(3,000

)

Repayments of Federal Home Loan Bank advances - long term

 

(6,000

)

 

 

(2,000

)

Proceeds from Federal Home Loan Bank advances - long term

 

4,000

 

 

 

4,000

 

Dividends paid

 

(813

)

 

 

(696

)

Treasury shares purchased

 

(3,092

)

 

 

 

Treasury shares reissued

 

 

 

 

60

 

Net cash deficit from financing activities

 

(29,277

)

 

 

(35,047

)

Net change in cash and cash equivalents

 

15,302

 

 

 

294

 

Cash and cash equivalents

 

 

 

 

 

 

 

Beginning of period

 

27,815

 

 

 

19,692

 

End of period

$

43,117

 

 

$

19,986

 

Supplemental disclosures:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Income taxes

$

 

 

$

 

Interest

$

1,281

 

 

$

1,254

 

Adoption of lease standard:

 

 

 

 

 

 

 

Increase in ROU asset

$

 

 

$

2,061

 

Increase in lease liability

 

 

 

$

2,061

 

  

THREE MONTHS ENDED

  

NINE MONTHS ENDED

 
  

SEPTEMBER 30,

  

SEPTEMBER 30,

 
  

2020

  

2019

  

2020

  

2019

 

INTEREST AND DIVIDEND INCOME

                

Interest and fees on loans

 $5,772  $6,257  $17,593  $19,250 

Interest and dividends on investment securities:

                

Taxable interest

  303   382   946   1,440 

Nontaxable interest

  569   466   1,543   1,187 

Dividends

  13   29   53   103 

Other interest income

  14   90   84   235 

Total interest and dividend income

  6,671   7,224   20,219   22,215 

INTEREST EXPENSE

                

Deposits

  752   1,238   2,731   3,607 

Securities sold under agreements to repurchase

  1   1   4   4 

Federal Home Loan Bank advances - short term

  5   17   9   128 

Federal Home Loan Bank advances - long term

  87   96   262   271 

Subordinated debt

  23   50   91   157 

Total interest expense

  868   1,402   3,097   4,167 

Net interest income

  5,803   5,822   17,122   18,048 

PROVISION FOR LOAN LOSSES

  525   180   1,575   535 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

  5,278   5,642   15,547   17,513 

NON-INTEREST INCOME

                

Fees for customer services

  528   617   1,563   1,701 
Investment securities available-for-sale gains (losses), net  0   0   18   (44)

Mortgage banking gains, net

  1,281   492   2,777   1,173 

Earnings on bank-owned life insurance

  90   86   278   296 

Other non-interest income

  66   232   496   557 

Total non-interest income

  1,965   1,427   5,132   3,683 

NON-INTEREST EXPENSES

                

Salaries and employee benefits

  2,598   2,622   7,827   8,436 

Occupancy and equipment

  608   610   1,913   1,765 

State and local taxes

  150   130   448   389 

FDIC insurance

  46   (8)  99   107 

Professional fees

  287   348   871   816 

Advertising and marketing

  64   78   156   276 

Data processing fees

  63   72   204   215 

Other operating expenses

  905   909   2,761   2,848 

Total non-interest expenses

  4,721   4,761   14,279   14,852 

INCOME BEFORE FEDERAL INCOME TAX EXPENSE

  2,522   2,308   6,400   6,344 

Federal income tax expense

  360   363   935   966 

NET INCOME

 $2,162  $1,945  $5,465  $5,378 

EARNINGS PER SHARE BASIC AND DILUTED

 $0.51  $0.45  $1.30  $1.24 

CASH DIVIDENDS DECLARED PER SHARE

 $0.14  $0.11  $0.47  $0.38 

 

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

  

NINE MONTHS ENDED

 
  

SEPTEMBER 30,

  

SEPTEMBER 30,

 
  

2020

  

2019

  

2020

  

2019

 

Net income

 $2,162  $1,945  $5,465  $5,378 

Other comprehensive income:

                

Securities available for sale:

                

Unrealized holding gains on available-for-sale securities

  933   1,764   4,020   6,154 

Tax effect

  (195)  (371)  (844)  (1,293)
Reclassification adjustment for net (gains) losses in net income  0   0   (18)  44 
Tax effect  0   0   4   (9)

Total securities available-for-sale

  738   1,393   3,162   4,896 

Change in post-retirement obligations

  (18)  7   (29)  21 

Total other comprehensive income

  720   1,400   3,133   4,917 

Total comprehensive income

 $2,882  $3,345  $8,598  $10,295 

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

  

NINE MONTHS ENDED

 
  

SEPTEMBER 30,

  

SEPTEMBER 30,

 
  

2020

  

2019

  

2020

  

2019

 

COMMON STOCK

                

Balance

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

ADDITIONAL PAID IN CAPITAL

                

Beginning balance

  21,069   21,027   21,266   20,984 

Treasury shares reissued (2,770 shares)

  0   0   0   11 

Equity compensation

  84   126   (113)  158 

Ending Balance

  21,153   21,153   21,153   21,153 
                 

RETAINED EARNINGS

                

Beginning balance

  38,085   33,345   36,187   31,089 

Net income

  2,162   1,945   5,465   5,378 

Cash dividend declared, $0.14 and $0.47 and $0.11 and $0.38 per share for three and nine months ended September 30, 2020 and 2019, respectively

  (590)  (482)  (1,995)  (1,659)

Ending balance

  39,657   34,808   39,657   34,808 
                 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

                

Beginning balance

  3,581   (139)  1,168   (3,656)

Other comprehensive income

  720   1,400   3,133   4,917 

Ending balance

  4,301   1,261   4,301   1,261 
                 

TREASURY STOCK

                

Beginning balance

  (10,604)  (6,710)  (7,924)  (7,140)

Treasury shares reissued (2,770 shares)

  0   0   0   49 

Treasury shares purchased (no shares purchased in third quarter 2020 or 2019, and 150,920 shares for the nine months ended 2020 and 5,352 shares for the nine months ended 2019)

  0   0   (3,154)  (122)

Equity compensation

  0   0   474   503 

Ending balance

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

TOTAL SHAREHOLDERS' EQUITY

 $78,148  $74,153  $78,148  $74,153 

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 NINE MONTHS

 
  

ENDED SEPTEMBER 30,

 
  

2020

  

2019

 

Net cash flow from operating activities

 $6,488  $4,193 

Cash (deficit) flow from investing activities

        
Purchases of available-for-sale securities  (47,579)  (16,478)
Proceeds from sale of available-for-sale securities  2,610   13,622 

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

  16,308   8,467 

Purchases of regulatory stock

  (196)  (254)

Net (increase) decrease in loans made to customers

  (15,425)  25,865 
Purchases of bank-owned life insurance  (3,000)  (2,068)

Proceeds from bank-owned life insurance

  0   403 

Contributions to partnership funds

  (1,049)  (1,827)

Purchases of premises and equipment

  (615)  (2,196)

Net cash (deficit) flow from investing activities

  (48,946)  25,534 

Cash flow (deficit) from financing activities

        

Net increase (decrease) in deposit accounts

  62,259   (17,291)

Net change in securities sold under agreements to repurchase

  (834)  (899)

Net change in Federal Home Loan Bank advances - short term

  7,000   (12,000)

Repayments of Federal Home Loan Bank advances - long term

  (6,000)  (6,000)
Proceeds from Federal Home Loan Bank advances - long term  6,000   9,000 

Dividends paid

  (1,995)  (1,659)

Treasury shares purchased

  (3,154)  (122)

Treasury shares reissued

  0   60 

Net cash flow (deficit) from financing activities

  63,276   (28,911)

Net change in cash and cash equivalents

  20,818   816 

Cash and cash equivalents

        

Beginning of period

  27,815   19,692 

End of period

 $48,633  $20,508 

Supplemental disclosures:

        

Cash paid during the period for:

        

Income taxes

 $800  $0 

Interest

 $3,196  $3,914 

Adoption of lease standard:

        

Increase in ROU asset

 $0  $2,061 

Increase in lease liability

 $0  $2,061 

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-Q10-Q and Article 10 of Regulation S-X.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 nine months ended March 31,September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.2020. These interim unaudited consolidated financial statements should be read in conjunction with our annual audited financial statements as of December 31, 2019, included in our Form 10-K10-K for the year ended December 31, 2019, filed with the United States Securities and Exchange Commission. The accompanying Consolidated Balance SheetsSheet at December 31, 2019 have has 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 2019 financial statements have been reclassified to conform to the presentation for 2020.2020. 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 2016-13, 2016-13,Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”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 effected 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 2016-132016-13 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 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, 2019-10,Financial Instruments ‒ Credit Losses (Topic 326)326), Derivatives and Hedging (Topic 815)815), and Leases (Topic 842)842). This Update defers the effective date of ASU 2016-132016-13 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-timeone-time cumulative 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-timeone-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, 2018-13,Fair Value Measurement (Topic 820)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, 2018-15,Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)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, 2019-01,Leases (Topic 842)842): Codification Improvements, which addressed issues lessors sometimes encounter. Specifically addressed in this Update were issues related to 1)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)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 250-10-50-3250-10-50-3 in the fiscal year in which a company adopts the new leasesleases 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, 2019-05,Financial Instruments – Credit Losses (Topic 326)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 825-10.3.825-10.3. The election must be applied on an instrument-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 2016-13.2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13,2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13.2016-13. For entities that have adopted ASU 2016-13,2016-13, ASU 2019-052019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-132016-13 has been adopted. In November 2019, the FASB issued ASU 2019-10, 2019-10,Financial Instruments ‒ Credit Losses (Topic 326)326), Derivatives and Hedging (Topic 815)815), and Leases (Topic 842)842). The Update defers the effective date of ASU 2016-132016-13 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 2016-13.2016-13.

 

In November 2019, the FASB issued ASU 2019-08, 2019-08,Compensation ‒ Stock Compensation (Topic 718)718) and Revenue from Contracts with Customers (Topic 606)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, 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 2018-07,2018-07, theamendments in this Update are effective for (1)(1) public business entities in fiscal years beginning afterDecember 15, 2019, and interim periods within those fiscal years, and (2)(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 2018-07,2018-07, 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. 2018-07.This Update did not have a significant impact on the Company’sfinancial statements.

 

In November 2019, the FASB issued ASU 2019-10, 2019-10,Financial Instruments ‒ Credit Losses (Topic 326)326), Derivatives and Hedging (Topic 815)815), and Leases (Topic 842)842). The Update defers the effective dates ofASU 2016-132016-13 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, 2017-04,Intangibles ‒ Goodwill and Other (Topic 350)350): Simplifying the Test for Goodwill Impairment (Goodwill), to align with those used for credit losses.Furthermore, the ASU provides a one-yearone-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 2016-022016-02 and its related amendments as of the beginning of the period of adoption (January( January 1, 2019) and have not restated comparative periods. The Company elected to adopt the transition relief provisions from ASU 2018-11.2018-11. The Company qualifies as a smallerreporting company and does not expect to early adopt ASUs 2016-132016-13 and 2017-04.2017-04.

 


8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

In November 2019, the FASB issued ASU 2019-11, 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. The effective dates in this Update are thesame as those applicable for ASU 2019-10.2019-10. This Update is not expected to have a significant impact on theCompany’s financial statements.

 

In December 2019, the FASB issued ASU 2019-12, 2019-12,Income Taxes (Topic 740)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 is not 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, 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, 2020-1,Investments – Equity Securities (Topic 321)321), Investments– Equity Method and Joint Ventures (Topic 323)323), and Derivatives and Hedging (Topic 815)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)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 815-10-15-141815-10-15-141 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, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

 

In January 2020, the FASB issued ASU 2020-2, 2020-2,Financial Instruments – Credit Losses (Topic 326)326) and Leases (Topic 842)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. 2016-02,2016-02, Leases (Topic 842)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.

 

In JanuaryMarch 2020, the FASB issued ASU 2020-4, 2020-3,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,Reference Rate Reform (Topic 848)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 Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate 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-timeone-time 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's financial statements.

 


9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

In March 2020, the FASB issued ASU 2020-3,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.

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 March 31, 2020.September 30, 2020.

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).


10

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)

 

March 31, 2020

Amortized Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

   

Gross

 

Gross

   
   

Unrealized

 

Unrealized

   

September 30, 2020

 

Amortized Cost

  

Gains

  

Losses

  

Fair Value

 

U.S. Government agencies and corporations

$

349

 

 

$

2

 

 

$

 

 

$

351

 

 $0  $0  $0  $0 

Obligations of states and political subdivisions

 

67,694

 

 

 

2,243

 

 

 

6

 

 

 

69,931

 

 84,264  4,174  27  88,411 

U.S. Government-sponsored mortgage-backed securities

 

45,972

 

 

 

530

 

 

 

9

 

 

 

46,493

 

 66,929  1,014  28  67,915 

U.S. Government-sponsored collateralized mortgage obligations

 

7,627

 

 

 

224

 

 

 

 

 

 

7,851

 

 5,507  112  3  5,616 

U.S. Government-guaranteed small business administration pools

 

6,035

 

 

 

2

 

 

 

20

 

 

 

6,017

 

  5,474   161   0   5,635 

Total investment securities available-for-sale

$

127,677

 

 

$

3,001

 

 

$

35

 

 

$

130,643

 

 $162,174  $5,461  $58  $167,577 

Federal Home Loan Bank (FHLB) stock

$

2,769

 

 

$

 

 

$

 

 

$

2,769

 

 $2,805  $  $  $2,805 

Federal Reserve Bank (FRB) stock

 

226

 

 

 

 

 

 

 

 

 

226

 

  226         226 

Total regulatory stock

$

2,995

 

 

$

 

 

$

 

 

$

2,995

 

 $3,031  $  $  $3,031 

 

 

(Amounts in thousands)

 
   

Gross

 

Gross

   

(Amounts in thousands)

 

   

Unrealized

 

Unrealized

   

December 31, 2019

Amortized Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Amortized Cost

  

Gains

  

Losses

  

Fair Value

 

U.S. Government agencies and corporations

$

3,348

 

 

$

1

 

 

$

39

 

 

$

3,310

 

 $3,348  $1  $39  $3,310 

Obligations of states and political subdivisions

 

67,794

 

 

 

1,853

 

 

 

21

 

 

 

69,626

 

 67,794  1,853  21  69,626 

U.S. Government-sponsored mortgage-backed securities

 

48,566

 

 

 

75

 

 

 

404

 

 

 

48,237

 

 48,566  75  404  48,237 

U.S. Government-sponsored collateralized mortgage obligations

 

8,447

 

 

 

78

 

 

 

44

 

 

 

8,481

 

 8,447  78  44  8,481 

U.S. Government-guaranteed small business administration pools

 

6,576

 

 

 

 

 

 

99

 

 

 

6,477

 

  6,576   0   99   6,477 

Total investment securities available-for-sale

$

134,731

 

 

$

2,007

 

 

$

607

 

 

$

136,131

 

 $134,731  $2,007  $607  $136,131 

Federal Home Loan Bank (FHLB) stock

$

2,609

 

 

$

 

 

$

 

 

$

2,609

 

 $2,609  $  $  $2,609 

Federal Reserve Bank (FRB) stock

 

226

 

 

 

 

 

 

 

 

 

226

 

  226         226 

Total regulatory stock

$

2,835

 

 

$

 

 

$

 

 

$

2,835

 

 $2,835  $  $  $2,835 

 

The amortized cost and fair value of debt securities at March 31,September 30, 2020, 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

$

418

 

 

$

423

 

 $69  $70 

Due after one year through five years

 

4,494

 

 

 

4,482

 

 5,176  5,298 

Due after five years through ten years

 

2,250

 

 

 

2,289

 

 2,146  2,295 

Due after ten years

 

66,916

 

 

 

69,105

 

  82,347   86,383 

Total

 

74,078

 

 

 

76,299

 

 89,738  94,046 

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

 

53,599

 

 

 

54,344

 

  72,436   73,531 

Total investment securities available-for-sale

$

127,677

 

 

$

130,643

 

 $162,174  $167,577 

 

There were noThe table below sets forth the proceeds, gains orand losses realized on available for sale securities sold or called for the periods ended March 31,September 30, 2020 and March 31, 2019.September 30, 2019.

  

(Amounts in thousands)

  

(Amounts in thousands)

 
  

Three Months Ended

  

Nine Months Ended

 
  

2020

  

2019

  

2020

  

2019

 

Proceeds on securities sold

 $0  $0  $2,610  $13,622 

Gross realized gain

  0   0   27   82 

Gross realized losses

  0   0   9   126 

 

Investment securities with a carrying value of approximately $70.9$87.3 million at March 31,September 30, 2020 and $59.0 million at December 31, 2019 were pledged to secure deposits and for other purposes. The remaining securities provide an adequate level of liquidity.

 


11

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 March 31, 2020:  

 

(Amounts in thousands)

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

U.S. Government agencies and corporations

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Obligations of states and political subdivisions

 

1,030

 

 

 

5

 

 

 

314

 

 

 

1

 

 

 

1,344

 

 

 

6

 

U.S. Government-sponsored mortgage-backed

   securities

 

5,936

 

 

 

8

 

 

 

1,831

 

 

 

1

 

 

 

7,767

 

 

 

9

 

U.S. Government-sponsored collateralized

   mortgage obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government-guaranteed small business

   administration pools

 

3,616

 

 

 

10

 

 

 

886

 

 

 

10

 

 

 

4,502

 

 

 

20

 

Total

$

10,582

 

 

$

23

 

 

$

3,031

 

 

$

12

 

 

$

13,613

 

 

$

35

 

The above table comprises 10 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 September 30, 2020:  

  

(Amounts in thousands)

 
  

Less than 12 Months

  

12 Months or More

  

Total

 
      

Unrealized

      

Unrealized

      

Unrealized

 
  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

 

U.S. Government agencies and corporations

 $0  $0  $0  $0  $0  $0 

Obligations of states and political subdivisions

  3,532   27   0   0   3,532   27 

U.S. Government-sponsored mortgage-backed securities

  6,873   28   0   0   6,873   28 

U.S. Government-sponsored collateralized mortgage obligations

  992   3   0   0   992   3 

U.S. Government-guaranteed small business administration pools

  0   0   0   0   0   0 

Total

 $11,397  $58  $0  $0  $11,397  $58 

The above table comprises 6 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, 2019:2019:

 

 

(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

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

 

U.S. Government agencies and corporations

$

2,961

 

 

$

39

 

 

$

 

 

$

 

 

$

2,961

 

 

$

39

 

 $2,961  $39  $0  $0  $2,961  $39 

Obligations of states and political subdivisions

 

263

 

 

 

1

 

 

 

1,332

 

 

 

20

 

 

 

1,595

 

 

 

21

 

 263  1  1,332  20  1,595  21 

U.S. Government-sponsored mortgage-backed

securities

 

 

 

 

 

 

 

34,124

 

 

 

404

 

 

 

34,124

 

 

 

404

 

 0  0  34,124  404  34,124  404 

U.S. Government-sponsored collateralized

mortgage obligations

 

931

 

 

 

7

 

 

 

3,944

 

 

 

37

 

 

 

4,875

 

 

 

44

 

 931  7  3,944  37  4,875  44 

U.S. Government-guaranteed small business

administration pools

 

5,600

 

 

 

78

 

 

 

877

 

 

 

21

 

 

 

6,477

 

 

 

99

 

  5,600   78   877   21   6,477   99 

Total

$

9,755

 

 

$

125

 

 

$

40,277

 

 

$

482

 

 

$

50,032

 

 

$

607

 

 $9,755  $125  $40,277  $482  $50,032  $607 

 

The above table comprises 32 investment securities where the fair value is less than the related amortized cost.

The unrealized losses at March 31,September 30, 2020 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 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 March 31, 2020.September 30, 2020.

 


12

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)

 

 

(Amounts in thousands)

 

March 31, 2020

 

 

December 31, 2019

 

 

September 30, 2020

  

December 31, 2019

 

Balance

 

 

%

 

 

Balance

 

 

%

 

 

Balance

   % 

Balance

   %

Commercial

$

71,969

 

 

 

14.9

 

 

$

99,864

 

 

 

19.3

 

 $123,403  23.1  $99,864  19.3 

Commercial real estate

 

299,098

 

 

 

62.0

 

 

 

302,084

 

 

 

58.2

 

 303,404  56.8  302,084  58.2 

Residential real estate

 

82,870

 

 

 

17.2

 

 

 

87,172

 

 

 

16.8

 

 79,808  14.9  87,172  16.8 

Consumer - home equity

 

24,779

 

 

 

5.2

 

 

 

25,856

 

 

 

5.0

 

 23,749  4.5  25,856  5.0 

Consumer - other

 

3,523

 

 

 

0.7

 

 

 

3,740

 

 

 

0.7

 

  3,782   0.7   3,740   0.7 

Total loans

$

482,239

 

 

 

 

 

 

$

518,716

 

 

 

 

 

 $534,146  100.0 $518,716  100.0 

During 2020 the Company participated in the Paycheck Protection Program (“PPP”), administered directly by the U.S. SBA. The PPP provides loans to small businesses who were affected by economic conditions as a result of COVID-19 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. As of September 30, 2020, the Company had outstanding principal balances of $56.4 million. 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 in fees associated with the processing of these 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.

 

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 charge-offs, classifications and non-accruals

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-19COVID-19 pandemic

Increasing

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

Stable

Declining trends in financial performance

Increasing

Structure and lack of performance measures

Stable

Migration between risk categories

Stable

13

 

Stable


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:

 

 

(Amounts in thousands)

 

March 31, 2020

Commercial

 

 

Commercial

real estate

 

 

Residential

real estate

 

 

Consumer -

home equity

 

 

Consumer -

other

 

 

Total

 

Balance at beginning of period

$

1,756

 

 

$

2,130

 

 

$

334

 

 

$

104

 

 

$

141

 

 

$

4,465

 

Loan charge-offs

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

(36

)

 

 

(37

)

Recoveries

 

19

 

 

 

 

 

 

25

 

 

 

 

 

 

15

 

 

 

59

 

Net loan recoveries (charge-offs)

 

18

 

 

 

 

 

 

25

 

 

 

 

 

 

(21

)

 

 

22

 

Provision charged to operations

 

77

 

 

 

464

 

 

 

42

 

 

 

(1

)

 

 

18

 

 

 

600

 

Balance at end of period

$

1,851

 

 

$

2,594

 

 

$

401

 

 

$

103

 

 

$

138

 

 

$

5,087

 

Three Months Ended

 

(Amounts in thousands)

 

 

(Amounts in thousands)

 

March 31, 2019

Commercial

 

 

Commercial

real estate

 

 

Residential

real estate

 

 

Consumer -

home equity

 

 

Consumer -

other

 

 

Total

 

   

Commercial

 

Residential

 

Consumer -

 

Consumer -

   

September 30, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

$

1,232

 

 

$

2,414

 

 

$

314

 

 

$

115

 

 

$

123

 

 

$

4,198

 

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

Loan charge-offs

 

 

 

 

 

 

 

(29

)

 

 

 

 

 

(58

)

 

 

(87

)

 (1) 0  0  0  (59) (60)

Recoveries

 

28

 

 

 

 

 

 

 

 

 

 

 

 

26

 

 

 

54

 

  8   0   0   0   52   60 

Net loan recoveries (charge-offs)

 

28

 

 

 

 

 

 

(29

)

 

 

 

 

 

(32

)

 

 

(33

)

 7  0  0  0  (7) 0 

Provision charged to operations

 

318

 

 

 

(213

)

 

 

35

 

 

 

(1

)

 

 

36

 

 

 

175

 

  10   548   (21)  (1)  (11)  525 

Balance at end of period

$

1,578

 

 

$

2,201

 

 

$

320

 

 

$

114

 

 

$

127

 

 

$

4,340

 

 $1,849  $3,593  $380  $100  $123  $6,045 

  

(Amounts in thousands)

 
      

Commercial

  

Residential

  

Consumer -

  

Consumer -

     

September 30, 2019

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

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

Loan charge-offs

  0   0   0   0   (37)  (37)

Recoveries

  0   0   0   1   12   13 

Net loan recoveries (charge-offs)

  0   0   0   1   (25)  (24)

Provision charged to operations

  84   94   (23)  2   23   180 

Balance at end of period

 $1,801  $2,259  $345  $101  $135  $4,641 

Nine Months Ended

  

(Amounts in thousands)

 
      

Commercial

  

Residential

  

Consumer -

  

Consumer -

     

September 30, 2020

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

 $1,756  $2,130  $334  $104  $141  $4,465 

Loan charge-offs

  (2)  0   0   0   (154)  (156)

Recoveries

  8   19   25   1   108   161 

Net loan recoveries (charge-offs)

  6   19   25   1   (46)  5 

Provision charged to operations

  87   1,444   21   (5)  28   1,575 

Balance at end of period

 $1,849  $3,593  $380  $100  $123  $6,045 

  

(Amounts in thousands)

 
      

Commercial

  

Residential

  

Consumer -

  

Consumer -

     

September 30, 2019

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Balance at beginning of period

 $1,232  $2,414  $314  $115  $123  $4,198 

Loan charge-offs

  0   0   (29)  0   (146)  (175)

Recoveries

  28   0   0   2   53   83 

Net loan recoveries (charge-offs)

  28   0   (29)  2   (93)  (92)

Provision charged to operations

  541   (155)  60   (16)  105   535 

Balance at end of period

 $1,801  $2,259  $345  $101  $135  $4,641 

 

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the consolidated 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 March 31,September 30, 2020 and December 31, 2019:2019:

��

  

(Amounts in thousands)

 
      

Commercial

  

Residential

  

Consumer -

  

Consumer -

     

September 30, 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  $0  $0  $0  $0  $579 

Collectively evaluated for impairment

  1,270   3,593   380   100   123   5,466 

Total ending allowance balance

 $1,849  $3,593  $380  $100  $123  $6,045 

Loan Portfolio:

                        

Individually evaluated for impairment

 $4,645  $2,473  $0  $0  $0  $7,118 

Collectively evaluated for impairment

  118,758   300,931   79,808   23,749   3,782   527,028 

Total ending loans balance

 $123,403  $303,404  $79,808  $23,749  $3,782  $534,146 

 

(Amounts in thousands)

 

March 31, 2020

Commercial

 

 

Commercial

real estate

 

 

Residential

real estate

 

 

Consumer -

home equity

 

 

Consumer -

other

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending allowance balance attributable to

   loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

579

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

579

 

Collectively evaluated for impairment

 

1,272

 

 

 

2,594

 

 

 

401

 

 

 

103

 

 

 

138

 

 

 

4,508

 

Total ending allowance balance

$

1,851

 

 

$

2,594

 

 

$

401

 

 

$

103

 

 

$

138

 

 

$

5,087

 

Loan Portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

4,680

 

 

$

2,896

 

 

$

 

 

$

 

 

$

 

 

$

7,576

 

Collectively evaluated for impairment

 

67,289

 

 

 

296,202

 

 

 

82,870

 

 

 

24,779

 

 

 

3,523

 

 

 

474,663

 

Total ending loans balance

$

71,969

 

 

$

299,098

 

 

$

82,870

 

 

$

24,779

 

 

$

3,523

 

 

$

482,239

 

14


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

(Amounts in thousands)

 

December 31, 2019

Commercial

 

 

Commercial

real estate

 

 

Residential

real estate

 

 

Consumer -

home equity

 

 

Consumer -

other

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending allowance balance attributable to

   loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

579

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

579

 

Collectively evaluated for impairment

 

1,177

 

 

 

2,130

 

 

 

334

 

 

 

104

 

 

 

141

 

 

 

3,886

 

Total ending allowance balance

$

1,756

 

 

$

2,130

 

 

$

334

 

 

$

104

 

 

$

141

 

 

$

4,465

 

Loan Portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

4,909

 

 

$

2,940

 

 

$

 

 

$

 

 

$

 

 

$

7,849

 

Collectively evaluated for impairment

 

94,955

 

 

 

299,144

 

 

 

87,172

 

 

 

25,856

 

 

 

3,740

 

 

 

510,867

 

Total ending loans balance

$

99,864

 

 

$

302,084

 

 

$

87,172

 

 

$

25,856

 

 

$

3,740

 

 

$

518,716

 

  

(Amounts in thousands)

 
      

Commercial

  

Residential

  

Consumer -

  

Consumer -

     

December 31, 2019

 

Commercial

  

real estate

  

real estate

  

home equity

  

other

  

Total

 

Allowance for loan losses:

                        

Ending allowance balance attributable to loans:

                        

Individually evaluated for impairment

 $579  $0  $0  $0  $0  $579 

Collectively evaluated for impairment

  1,177   2,130   334   104   141   3,886 

Total ending allowance balance

 $1,756  $2,130  $334  $104  $141  $4,465 

Loan Portfolio:

                        

Individually evaluated for impairment

 $4,909  $2,940  $0  $0  $0  $7,849 

Collectively evaluated for impairment

  94,955   299,144   87,172   25,856   3,740   510,867 

Total ending loans balance

 $99,864  $302,084  $87,172  $25,856  $3,740  $518,716 

 

The decreasechange in commercial loan balances from year-end was dueaffected by two sets of transactions in part to 60-dayopposing directions. Decreasing the balances in 2020 were 60-day or less term commercial loans for a total of $25.2 million that closed in December 2019 and were fully secured by segregated deposit accounts with the Bank. The loans matured in the first quarter of 2020. Increasing the commercial loans by $56.4 million were loans granted under the PPP as indicated previously.

The increase in the allowance is a result of stress on our loan portfolio from the increase in unemployment and other negative effects of the coronavirus pandemic.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-19COVID-19 factors were applied to these loans after segmenting into industry classifications, even though these modifications were effective after March 31, 2020.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 as well as commercial real estate loans.

The following tables represent credit exposures by internally assigned grades for March 31,September 30, 2020 and December 31, 2019.2019. 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.

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.

15

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.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

The following table is a summary of credit quality indicators by internally assigned grades as of March 31,September 30, 2020 and December 31, 2019:2019:

 

(Amounts in thousands)

 

 

(Amounts in thousands)

 

Commercial

 

 

Commercial real estate

 

 

Commercial

  

Commercial real estate

 

March 31, 2020

 

 

 

 

 

 

 

September 30, 2020

     

Pass

$

55,642

 

 

$

274,672

 

 $110,811  $266,770 

Special Mention

 

6,168

 

 

 

20,186

 

 2,570  22,000 

Substandard

 

10,159

 

 

 

4,240

 

  10,022   14,634 

Ending Balance

$

71,969

 

 

$

299,098

 

 $123,403  $303,404 

 

  

(Amounts in thousands)

 
  

Commercial

  

Commercial real estate

 

December 31, 2019

        

Pass

 $83,114  $275,763 

Special Mention

  6,273   21,995 

Substandard

  10,477   4,326 

Ending Balance

 $99,864  $302,084 

 

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 March 31,September 30, 2020 and December 31, 2019:2019:

 

(Amounts in thousands)

 

 

(Amounts in thousands)

 

Residential real estate

 

 

Consumer - home equity

 

 

Consumer - other

 

 

Residential real estate

  

Consumer - home equity

  

Consumer - other

 

March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

September 30, 2020

       

Performing

$

82,443

 

 

$

24,634

 

 

$

3,521

 

 $79,316  $23,614  $3,782 

Nonperforming

 

427

 

 

 

145

 

 

 

2

 

  492   135   0 

Total

$

82,870

 

 

$

24,779

 

 

$

3,523

 

 $79,808  $23,749  $3,782 

 

(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

 

 

 

 

 

 

 

 

 

 

 

       

Performing

$

86,703

 

 

$

25,709

 

 

$

3,740

 

 $86,703  $25,709  $3,740 

Nonperforming

 

469

 

 

 

147

 

 

 

 

  469   147   0 

Total

$

87,172

 

 

$

25,856

 

 

$

3,740

 

 $87,172  $25,856  $3,740 

 

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 March 31,September 30, 2020 and December 31, 2019:2019:

 

 

(Amounts in thousands)

 

(Amounts in thousands)

 

 

September 30,

 

December 31,

 

March 31,

2020

 

 

December 31,

2019

 

 

2020

  

2019

 

Commercial

$

981

 

 

$

1,152

 

 $890  $1,152 

Commercial real estate

 

555

 

 

 

566

 

 418  566 

Residential real estate

 

427

 

 

 

469

 

 492  469 

Consumer:

 

 

 

 

 

 

 

     

Consumer - home equity

 

145

 

 

 

147

 

 135  147 

Consumer - other

 

2

 

 

 

 

  0   0 

Total

$

2,110

 

 

$

2,334

 

 $1,935  $2,334 

 

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.

 

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-19) (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,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 at the time a modification program is implemented. 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-19COVID-19 to borrowers who were current prior to any relief are not TDRs. Although there were no modifications under this issued guidance in the current quarter, the Company expects a material number of loans will be granted this treatment in the ensuing quarter.

There were no0 loans modified as TDR’s during the three and nine month periods ended March 31,September 30, 2020 and March 31, 2019.September 30, 2019.

As of April September 30,2020, we had received requests to modify 10140 commercial loans aggregating $116.5$61 million, and 26 consumer loans aggregating $7.2 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 June 30, 2020, 90 prior modifications aggregating $49 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 March 31,September 30, 2020 and December 31, 2019:2019:

 

  

(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

 

September 30, 2020

                            

Commercial

 $0  $0  $890  $890  $122,513  $123,403  $0 

Commercial real estate

  0   276   121   397   303,007   303,404   0 

Residential real estate

  0   52   403   455   79,353   79,808   0 

Consumer:

                            

Consumer - home equity

  0   108   55   163   23,586   23,749   0 

Consumer - other

  8   0   0   8   3,774   3,782   0 

Total

 $8  $436  $1,469  $1,913  $532,233  $534,146  $0 

 

(Amounts in thousands)

 

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

90 Days Or

Greater

 

 

Total Past Due

 

 

Current

 

 

Total Loans

 

 

Recorded

Investment >

90 Days and

Accruing

 

March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

 

 

$

 

 

$

981

 

 

$

981

 

 

$

70,988

 

 

$

71,969

 

 

$

 

Commercial real estate

 

1,008

 

 

 

 

 

 

250

 

 

 

1,258

 

 

 

297,840

 

 

 

299,098

 

 

 

 

Residential real estate

 

82

 

 

 

7

 

 

 

384

 

 

 

473

 

 

 

82,397

 

 

 

82,870

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer - home equity

 

23

 

 

 

 

 

 

122

 

 

 

145

 

 

 

24,634

 

 

 

24,779

 

 

 

 

Consumer - other

 

12

 

 

 

 

 

 

 

 

 

12

 

 

 

3,511

 

 

 

3,523

 

 

 

 

Total

$

1,125

 

 

$

7

 

 

$

1,737

 

 

$

2,869

 

 

$

479,370

 

 

$

482,239

 

 

$

 

17


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

(Amounts in thousands)

 

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

90 Days Or

Greater

 

 

Total Past Due

 

 

Current

 

 

Total Loans

 

 

Recorded

Investment >

90 Days and

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, 2019

                            

Commercial

 $1  $0  $1,152  $1,153  $98,711  $99,864  $0 

Commercial real estate

  0   0   253   253   301,831   302,084   0 

Residential real estate

  5   214   454   673   86,499   87,172   0 

Consumer:

                            

Consumer - home equity

  24   25   123   172   25,684   25,856   0 

Consumer - other

  14   0   0   14   3,726   3,740   0 

Total

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

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 March 31,September 30, 2020 and December 31, 2019.2019. Also presented are the average recorded investments in the impaired balances and interest income recognized after impairment for the three and nine months ended March 31,September 30, 2020 and 2019.2019.

 

  

(Amounts in thousands)

 
  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

 

September 30, 2020

            

With no related allowance recorded:

            

Commercial

 $3,833  $4,759  $ 

Commercial real estate

  2,473   2,473    

With an allowance recorded:

            

Commercial

  812   812   579 

Commercial real estate

  0   0   0 

Total:

            

Commercial

 $4,645  $5,571  $579 

Commercial real estate

 $2,473  $2,473  $0 

  

(Amounts in thousands)

 
  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

 

December 31, 2019

            

With no related allowance recorded:

            

Commercial

 $3,925  $4,946  $ 

Commercial real estate

  2,940   2,940    

With an allowance recorded:

            

Commercial

  984   984   579 

Commercial real estate

  0   0   0 

Total:

            

Commercial

 $4,909  $5,930  $579 

Commercial real estate

 $2,940  $2,940  $0 

  

(Amounts in thousands)

  

(Amounts in thousands)

 
  

Three Months Ended

  

Nine Months Ended

 
  

Average Recorded

  

Interest Income

  

Average Recorded

  

Interest Income

 
  

Investment

  

Recognized

  

Investment

  

Recognized

 

September 30, 2020

                

With no related allowance recorded:

                

Commercial

 $3,826  $39  $3,853  $117 

Commercial real estate

  2,723   37   2,720   119 

With an allowance recorded:

                

Commercial

  812   0   850   0 

Commercial real estate

  0   0   0   0 

Total:

                

Commercial

 $4,638  $39  $4,703  $117 

Commercial real estate

 $2,723  $37  $2,720  $119 

 

(Amounts in thousands)

 

 

Recorded Investment

 

 

Unpaid Principal Balance

 

 

Related Allowance

 

March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

3,868

 

 

$

4,857

 

 

$

 

Commercial real estate

 

2,896

 

 

 

2,896

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

812

 

 

 

812

 

 

 

579

 

Commercial real estate

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

4,680

 

 

$

5,669

 

 

$

579

 

Commercial real estate

$

2,896

 

 

$

2,896

 

 

$

 

19

 

 

(Amounts in thousands)

 

 

Recorded Investment

 

 

Unpaid Principal Balance

 

 

Related Allowance

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

3,925

 

 

$

4,946

 

 

$

 

Commercial real estate

 

2,940

 

 

 

2,940

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

984

 

 

 

984

 

 

 

579

 

Commercial real estate

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

4,909

 

 

$

5,930

 

 

$

579

 

Commercial real estate

$

2,940

 

 

$

2,940

 

 

$

 

 

(Amounts in thousands)

 

 

Three Months Ended

 

 

Average Recorded

Investment

 

 

Interest Income

Recognized

 

March 31, 2020

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

Commercial

$

3,888

 

 

$

38

 

Commercial real estate

 

2,911

 

 

 

42

 

With an allowance recorded:

 

 

 

 

 

 

 

Commercial

 

927

 

 

 

 

Commercial real estate

 

 

 

 

 

Total:

 

 

 

 

 

 

 

Commercial

$

4,815

 

 

$

38

 

Commercial real estate

$

2,911

 

 

$

42

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

(Amounts in thousands)

 

 

Three Months Ended

 

 

Average Recorded

Investment

 

 

Interest Income

Recognized

 

March 31, 2019

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

Commercial

$

4,952

 

 

$

148

 

Commercial real estate

 

3,203

 

 

 

63

 

With an allowance recorded:

 

 

 

 

 

 

 

Commercial

 

333

 

 

 

 

Commercial real estate

 

 

 

 

 

Total:

 

 

 

 

 

 

 

Commercial

$

5,285

 

 

$

148

 

Commercial real estate

$

3,203

 

 

$

63

 

 

  

(Amounts in thousands)

  

(Amounts in thousands)

 
  

Three Months Ended

  

Nine Months Ended

 
  

Average Recorded

  

Interest Income

  

Average Recorded

  

Interest Income

 
  

Investment

  

Recognized

  

Investment

  

Recognized

 

September 30, 2019

                

With no related allowance recorded:

                

Commercial

 $4,074  $39  $4,395  $258 

Commercial real estate

  3,049   45   3,157   156 

With an allowance recorded:

                

Commercial

  984   0   769   0 

Commercial real estate

  0   0   0   0 

Total:

                

Commercial

 $5,058  $39  $5,164  $258 

Commercial real estate

 $3,049  $45  $3,157  $156 

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

 

 

Three Months Ended

 

Nine Months Ended

 

March 31,

 

 

September 30,

  

September 30,

 

2020

 

 

2019

 

 

2020

  

2019

  

2020

  

2019

 

Net income (amounts in thousands)

$

1,371

 

 

$

2,105

 

 $2,162  $1,945  $5,465  $5,378 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

4,231,589

 

 

 

4,326,734

 

 4,171,697  4,351,801  4,190,385  4,341,858 

Net effect of dilutive common share equivalents

 

14,530

 

 

 

9,507

 

  4,326   7,894   10,348   7,279 

Adjusted average shares outstanding-dilutive

 

4,246,119

 

 

 

4,336,241

 

  4,176,023   4,359,695   4,200,733   4,349,137 

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.32

 

 

$

0.49

 

 $0.51  $0.45  $1.30  $1.24 

Diluted earnings per share

$

0.32

 

 

$

0.49

 

 $0.51  $0.45  $1.30  $1.24 

 

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-month3-month LIBOR rate plus 1.45%. The rates at March 31,September 30, 2020 and December 31, 2019 were 2.19%1.70% and 3.34%, 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)

 

 

September 30,

 

December 31,

 

March 31,

2020

 

 

December 31,

2019

 

 

2020

  

2019

 

Commitments to extend credit:

 

 

 

 

 

 

 

     

Fixed rate

$

38,072

 

 

$

19,755

 

 $45,921  $19,755 

Variable rate

 

77,901

 

 

 

75,147

 

 89,153  75,147 

Standby letters of credit

 

3,905

 

 

 

3,905

 

 3,920  3,905 

 

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)

 

 

September 30,

 

December 31,

 

March 31,

2020

 

 

December 31,

2019

 

 

2020

  

2019

 

Overdraft protection available on depositors' accounts

$

7,917

 

 

$

8,070

 

 $8,125  $8,070 

Balance of overdrafts included in loans

 

75

 

 

 

130

 

 83  130 

Average daily balance of overdrafts

 

162

 

 

 

112

 

 463  112 

Average daily balance of overdrafts as a percentage of available

 

2.05

%

 

 

1.39

%

 5.70% 1.39%

 

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


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

in any periods presented. At March 31,September 30, 2020, based on the contract values, the Company had four 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 $5.7$5.0 million. At December 31, 2019 based upon the swap contract values, the Company had two U.S. Government-sponsored mortgage-backed securities pledged for collateral on its interest rate swaps with a third-partythird-party financial institution with a fair value of $2.8 million.

 

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Summary information regarding these derivatives is presented below:

 

 

(Amounts in thousands)

 

 

Notional Amount

 

 

 

 

 

Fair Value

 

 

March 31,

2020

 

 

December 31,

2019

 

Interest Rate Paid

 

Interest Rate Received

 

March 31,

2020

 

 

December 31,

2019

 

Customer interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturing in 2020

$

2,287

 

 

$

2,312

 

1 Mo. Libor + Margin

 

Fixed

 

$

22

 

 

$

4

 

Maturing in 2025

 

4,461

 

 

 

4,557

 

1 Mo. Libor + Margin

 

Fixed

 

 

331

 

 

 

134

 

Maturing in 2026

 

1,790

 

 

 

1,822

 

1 Mo. Libor + Margin

 

Fixed

 

 

115

 

 

 

19

 

Maturing in 2027

 

13,253

 

 

 

13,363

 

1 Mo. Libor + Margin

 

Fixed

 

 

1,553

 

 

 

636

 

Maturing in 2028

 

6,089

 

 

 

6,068

 

1 Mo. Libor + Margin

 

Fixed

 

 

1,020

 

 

 

548

 

Maturing in 2029

 

3,686

 

 

 

3,721

 

1 Mo. Libor + Margin

 

Fixed

 

 

294

 

 

 

(19

)

Maturing in 2030

 

4,633

 

 

 

3,649

 

1 Mo. Libor + Margin

 

Fixed

 

 

402

 

 

 

44

 

Maturing in 2032

 

2,634

 

 

 

 

1 Mo. Libor + Margin

 

Fixed

 

 

200

 

 

 

 

Maturing in 2033

 

1,114

 

 

 

1,121

 

1 Mo. Libor + Margin

 

Fixed

 

 

193

 

 

 

56

 

Total

$

39,947

 

 

$

36,613

 

 

 

 

 

$

4,130

 

 

$

1,422

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third party interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturing in 2020

$

2,287

 

 

$

2,312

 

Fixed

 

1 Mo. Libor + Margin

 

$

(22

)

 

$

(4

)

Maturing in 2025

 

4,461

 

 

 

4,557

 

Fixed

 

1 Mo. Libor + Margin

 

 

(331

)

 

 

(134

)

Maturing in 2026

 

1,790

 

 

 

1,822

 

Fixed

 

1 Mo. Libor + Margin

 

 

(115

)

 

 

(19

)

Maturing in 2027

 

13,253

 

 

 

13,363

 

Fixed

 

1 Mo. Libor + Margin

 

 

(1,553

)

 

 

(636

)

Maturing in 2028

 

6,089

 

 

 

6,068

 

Fixed

 

1 Mo. Libor + Margin

 

 

(1,020

)

 

 

(548

)

Maturing in 2029

 

3,686

 

 

 

3,721

 

Fixed

 

1 Mo. Libor + Margin

 

 

(294

)

 

 

19

 

Maturing in 2030

 

4,633

 

 

 

3,649

 

Fixed

 

1 Mo. Libor + Margin

 

 

(402

)

 

 

(44

)

Maturing in 2032

 

2,634

 

 

 

 

Fixed

 

1 Mo. Libor + Margin

 

 

(200

)

 

 

 

Maturing in 2033

 

1,114

 

 

 

1,121

 

Fixed

 

1 Mo. Libor + Margin

 

 

(193

)

 

 

(56

)

Total

$

39,947

 

 

$

36,613

 

 

 

 

 

$

(4,130

)

 

$

(1,422

)

  

(Amounts in thousands)

 
  

Notional Amount

     

Fair Value

 
  

September 30,

  

December 31,

     

September 30,

  

December 31,

 
  

2020

  

2019

 

Interest Rate Paid

 

Interest Rate Received

 

2020

  

2019

 

Customer interest rate swap

                   

Maturing in 2020

 $2,236  $2,312 

1 Mo. Libor + Margin

 

Fixed

 $6  $4 

Maturing in 2025

  4,267   4,557 

1 Mo. Libor + Margin

 

Fixed

  321   134 

Maturing in 2026

  1,726   1,822 

1 Mo. Libor + Margin

 

Fixed

  118   19 

Maturing in 2027

  13,032   13,363 

1 Mo. Libor + Margin

 

Fixed

  1,567   636 

Maturing in 2028

  6,040   6,068 

1 Mo. Libor + Margin

 

Fixed

  1,055   548 

Maturing in 2029

  3,659   3,721 

1 Mo. Libor + Margin

 

Fixed

  338   (19)

Maturing in 2030

  5,983   3,649 

1 Mo. Libor + Margin

 

Fixed

  443   44 

Maturing in 2032

  2,551   0 

1 Mo. Libor + Margin

 

Fixed

  204   0 

Maturing in 2033

  1,102   1,121 

1 Mo. Libor + Margin

 

Fixed

  187   56 

Total

 $40,596  $36,613     $4,239  $1,422 
                    

Third party interest rate swap

                   

Maturing in 2020

 $2,236  $2,312 

Fixed

 

1 Mo. Libor + Margin

 $(6) $(4)

Maturing in 2025

  4,267   4,557 

Fixed

 

1 Mo. Libor + Margin

  (321)  (134)

Maturing in 2026

  1,726   1,822 

Fixed

 

1 Mo. Libor + Margin

  (118)  (19)

Maturing in 2027

  13,032   13,363 

Fixed

 

1 Mo. Libor + Margin

  (1,567)  (636)

Maturing in 2028

  6,040   6,068 

Fixed

 

1 Mo. Libor + Margin

  (1,055)  (548)

Maturing in 2029

  3,659   3,721 

Fixed

 

1 Mo. Libor + Margin

  (338)  19 

Maturing in 2030

  5,983   3,649 

Fixed

 

1 Mo. Libor + Margin

  (443)  (44)

Maturing in 2032

  2,551   0 

Fixed

 

1 Mo. Libor + Margin

  (204)  0 

Maturing in 2033

  1,102   1,121 

Fixed

 

1 Mo. Libor + Margin

  (187)  (56)

Total

 $40,596  $36,613     $(4,239) $(1,422)

 

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

 

  

(Amounts in thousands)

 
  

Assets

 

Liabilities

 
  

Balance Sheet Location

 

Fair Value

 

Balance Sheet Location

 

Fair Value

 

September 30, 2020

           

Interest rate derivatives

 

Other assets

 $4,239 

Other liabilities

 $4,239 
            

December 31, 2019

           

Interest rate derivatives

 

Other assets

 $1,422 

Other liabilities

 $1,422 

 

(Amounts in thousands)

 

 

Assets

 

 

Liabilities

 

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

Other assets

 

$

4,130

 

 

Other liabilities

 

$

4,130

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

Other assets

 

$

1,422

 

 

Other liabilities

 

$

1,422

 

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 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-waytwo-way markets and are measured using management’s best estimate of fair value, where inputs into the determination 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 March 31,September 30, 2020 and December 31, 2019 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)

 
      

Fair Value Measurements at September 30, 2020 Using

 
  

September 30,

             

Description

 

2020

  

Level 1

  

Level 2

  

Level 3

 

ASSETS

                

U.S. Government agencies and corporations

 $0  $0  $0  $0 

Obligations of states and political subdivisions

  88,411   0   88,411   0 

U.S. Government-sponsored mortgage-backed securities

  67,915   0   67,915   0 

U.S. Government-sponsored collateralized mortgage obligations

  5,616   0   5,616   0 

U.S. Government-guaranteed small business administration pools

  5,635   0   5,635   0 

Loans held for sale

  6,564   6,564   0   0 

Interest rate derivatives

  4,239   0   4,239   0 
                 

LIABILITIES

                

Interest rate derivatives

 $4,239  $0  $4,239  $0 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

Fair Value Measurements at March 31, 2020 Using

 

Description

 

March 31,

2020

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and corporations

 

$

351

 

 

$

 

 

$

351

 

 

$

 

Obligations of states and political subdivisions

 

 

69,931

 

 

 

 

 

 

69,931

 

 

 

 

U.S. Government-sponsored mortgage-backed securities

 

 

46,493

 

 

 

 

 

 

46,493

 

 

 

 

U.S. Government-sponsored collateralized mortgage obligations

 

 

7,851

 

 

 

 

 

 

7,851

 

 

 

 

U.S. Government-guaranteed small business administration pools

 

 

6,017

 

 

 

 

 

 

6,017

 

 

 

 

Loans held for sale

 

 

4,711

 

 

 

4,711

 

 

 

 

 

 

 

Interest rate derivatives

 

 

4,130

 

 

 

 

 

 

4,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

4,130

 

 

$

 

 

$

4,130

 

 

$

 

23


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2019 Using

 

Description

 

December 31,

2019

 

 

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

 

 

 

 

U.S. Government-sponsored mortgage-backed securities

 

 

48,237

 

 

 

 

 

 

48,237

 

 

 

 

U.S. Government-sponsored collateralized mortgage obligations

 

 

8,481

 

 

 

 

 

 

8,481

 

 

 

 

U.S. Government-guaranteed small business administration pools

 

 

6,477

 

 

 

 

 

 

6,477

 

 

 

 

Loans held for sale

 

 

4,890

 

 

 

4,890

 

 

 

 

 

 

 

Interest rate derivatives

 

 

1,422

 

 

 

 

 

 

1,422

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

1,422

 

 

$

 

 

$

1,422

 

 

$

 

 

  

(Amounts in thousands)

 
      

Fair Value Measurements at December 31, 2019 Using

 
  

December 31,

             

Description

 

2019

  

Level 1

  

Level 2

  

Level 3

 

ASSETS

                

U.S. Government agencies and corporations

 $3,310  $0  $3,310  $0 

Obligations of states and political subdivisions

  69,626   0   69,626   0 

U.S. Government-sponsored mortgage-backed securities

  48,237   0   48,237   0 

U.S. Government-sponsored collateralized mortgage obligations

  8,481   0   8,481   0 

U.S. Government-guaranteed small business administration pools

  6,477   0   6,477   0 

Loans held for sale

  4,890   4,890   0   0 

Interest rate derivatives

  1,422   0   1,422   0 
                 

LIABILITIES

                

Interest rate derivatives

 $1,422  $0  $1,422  $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 March 31,September 30, 2020 and December 31, 2019.2019.

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

Fair value at March 31,

2020

 

 

Valuation

Technique

 

Significant

Unobservable Input

 

Range of Inputs

 

Impaired loans

$

233

 

 

Appraisal of Collateral

 

Appraisal Adjustments

 

(76)%

 

 

 

 

 

 

 

 

Liquidation Expenses

 

(10)%

 

  

(Amounts in thousands)

 
  

Fair value at September 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 December 31,

2019

 

 

Valuation

Technique

 

Significant

Unobservable 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

    
  

2019

 

Technique

 

Input

 

Range of Inputs

 

Impaired loans

 $405 

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)

 
  

September 30, 2020

 
  

Carrying

                 
  

Amount

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

 

ASSETS:

                    

Cash and cash equivalents

 $48,633  $48,633  $0  $0  $48,633 

Net loans

  528,101   0   0   530,052   530,052 

Bank-owned life insurance

  21,046   21,046   0   0   21,046 

Accrued interest receivable

  2,471   2,471   0   0   2,471 
                     

LIABILITIES:

                    

Demand, savings and money market deposits

 $571,060  $571,060  $0  $0  $571,060 

Time deposits

  109,580   0   0   110,833   110,833 

Securities sold under agreements to repurchase

  1,088   1,088   0   0   1,088 

Federal Home Loan Bank advances - short term

  7,000   0   0   7,002   7,002 

Federal Home Loan Bank advances - long term

  24,000   0   0   24,472   24,472 

Subordinated debt

  5,155   0   0   4,537   4,537 

Accrued interest payable

  411   411   0   0   411 

  

(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  $0  $0  $27,815 

Net loans

  514,251   0   0   517,787   517,787 

Bank-owned life insurance

  17,768   17,768   0   0   17,768 

Accrued interest receivable

  2,336   2,336   0   0   2,336 
                     

LIABILITIES:

                    

Demand, savings and money market deposits

 $476,358  $476,358  $0  $0  $476,358 

Time deposits

  142,023   0   0   143,485   143,485 

Securities sold under agreements to repurchase

  1,922   1,922   0   0   1,922 

Federal Home Loan Bank advances - short term

  0   0   0   0   0 

Federal Home Loan Bank advances - long term

  24,000   0   0   24,005   24,005 

Subordinated debt

  5,155   0   0   4,835   4,835 

Accrued interest payable

  510   510   0   0   510 

 

(Amounts in thousands)

 

 

March 31, 2020

 

 

Carrying

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Fair Value

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

43,117

 

 

$

43,117

 

 

$

 

 

$

 

 

$

43,117

 

Net loans

 

477,152

 

 

 

 

 

 

 

 

 

479,887

 

 

 

479,887

 

Bank-owned life insurance

 

17,861

 

 

 

17,861

 

 

 

 

 

 

 

 

 

17,861

 

Accrued interest receivable

 

2,252

 

 

 

2,252

 

 

 

 

 

 

 

 

 

2,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, savings and money market deposits

$

457,161

 

 

$

457,161

 

 

$

 

 

$

 

 

$

457,161

 

Time deposits

 

136,095

 

 

 

 

 

 

 

 

 

138,127

 

 

 

138,127

 

Securities sold under agreements to repurchase

 

1,675

 

 

 

1,675

 

 

 

 

 

 

 

 

 

1,675

 

Federal Home Loan Bank advances - short term

 

2,000

 

 

 

 

 

 

 

 

 

2,004

 

 

 

2,004

 

Federal Home Loan Bank advances - long term

 

22,000

 

 

 

 

 

 

 

 

 

22,260

 

 

 

22,260

 

Subordinated debt

 

5,155

 

 

 

 

 

 

 

 

 

3,789

 

 

 

3,789

 

Accrued interest payable

 

454

 

 

 

454

 

 

 

 

 

 

 

 

 

454

 

25

 

 

(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

 

Short term borrowings

 

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

 


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 nine months ended March 31,September 30, 2020 and 2019:2019:

 

 

(Amounts in thousands)

 
 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

  

September 30,

 
 

2020

  

2019

  

2020

  

2019

 
 

Unrealized

   

Unrealized

   

Unrealized

   

Unrealized

   

(Amounts in thousands)

 

 

gains

   

gains

   

gains

   

gains

   

Three Months Ended

 

 

(losses) on

 

Change in

 

(losses) on

 

Change in

 

(losses) on

 

Change in

 

(losses) on

 

Change in

 

March 31,

 

 

available-

 

pension and

 

available-

 

pension and

 

available-

 

pension and

 

available-

 

pension and

 

2020

 

 

2019

 

 

for-sale

 

postretirement

 

for-sale

 

postretirement

 

for-sale

 

postretirement

 

for-sale

 

postretirement

 

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)

 

 

securities (a)

  

obligations (a)

  

securities (a)

  

obligations (a)

  

securities (a)

  

obligations (a)

  

securities (a)

  

obligations (a)

 

Beginning balance

$

1,107

 

 

$

61

 

 

$

(3,686

)

 

$

30

 

 $3,531  $50  $(183) $44  $1,107  $61  $(3,686) $30 

Other comprehensive income (loss)

before reclassification

 

1,237

 

 

 

(4

)

 

 

1,871

 

 

 

7

 

 738  (18) 1,393  7  3,176  (29) 4,861  21 
Amount reclassified from accumulated other comprehensive income or loss  0  0  0  0  (14)  0  35  0 
Total other comprehensive income (loss)  738  (18)  1,393  7  3,162  (29)  4,896  21 

Ending balance

$

2,344

 

 

$

57

 

 

$

(1,815

)

 

$

37

 

 $4,269  $32  $1,210  $51  $4,269  $32  $1,210  $51 

 

(a)

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

 

There were nofollowing table presents significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and nine months ended March 31,September 30, 2020 and 2019.2019.

 

  

(Amounts in thousands)

  
  

Three Months Ended

  

Nine Months Ended

  
  

September 30,

  

September 30,

  
  

2020

  

2019

  

2020

  

2019

  
  

Amount

  

Amount

  

Amount

  

Amount

  
  

reclassified

  

reclassified

  

reclassified

  

reclassified

 

Affected line

  

from

  

from

  

from

  

from

 

item in the

  

accumulated

  

accumulated

  

accumulated

  

accumulated

 

statement

  

other

  

other

  

other

  

other

 

where

  

comprehensive

  

comprehensive

  

comprehensive

  

comprehensive

 

net income

  

income or loss (a)

  

income or loss (a)

  

income or loss (a)

  

income or loss (a)

 

is presented

Details about other comprehensive income or loss:

                 

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

 $0  $0  $18  $(44)

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

   0   0   (4)  9 

Federal income tax expense

  $0  $0  $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)

 

 

(Amounts in thousands)

 

Three Months Ended

 

 

Three Months Ended

 

Nine Months Ended

 

March 31,

 

 

September 30,

  

September 30,

 

2020

 

 

2019

 

 

2020

  

2019

  

2020

  

2019

 

Beginning balance

$

745

 

 

$

831

 

 $774  $815  $745  $831 

Expense recorded

 

9

 

 

 

(1

)

 9  (13) 27  (15)

Other comprehensive loss (income) recorded

 

4

 

 

 

(7

)

  18   (7)  29   (21)

Ending balance

$

758

 

 

$

823

 

 $801  $795  $801  $795 

 

12.) Stock Repurchase Program:

On December 18, 2018, the Company’s Board of Directors approved a program which allowsallowed 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 terminate on December 31, 2020, or upon purchase of 300,000 shares if earlier or at any time without prior notice. As of March 31,September 30, 2020, the Company purchased 146,318 shares under this program. 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 March 31,September 30, 2020, the remaining authorization to repurchase the stock for the program is approximately $2$2.3 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

 

 

(Amounts in thousands)

 

 

At September 30,

 

At December 31,

 

 

Repurchase Agreements (Sweep)

 

 

2020

  

2019

 

 

Accounted for as Secured Borrowings

 

 

Remaining Contractual Maturity

 

 

At March 31,

2020

 

 

At December 31,

2019

 

 

of the Agreements

 

 

Remaining Contractual Maturity of the

Agreements

 

 

Overnight and

 

Overnight and

 

 

Overnight and

Continuous

 

 

Overnight and

Continuous

 

 

Continuous

  

Continuous

 

Repurchase agreements:

 

 

 

     

U.S. Government-sponsored mortgage-backed securities

 

$

2,766

 

 

$

2,750

 

 $4,236  $2,750 

Total collateral carrying value

 

$

2,766

 

 

$

2,750

 

 $4,236  $2,750 

Total repurchase agreements

 

$

1,675

 

 

$

1,922

 

 $1,088  $1,922 

 

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 threenine months of 2020, 47,567 shares were granted to employees under the plan, compared to no30,156 shares being granted under the plan in the first threenine months of 2019.2019. 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 threenine months of 2020 and 2019, compensation expense of $129,000$318,000 and $54,000,$626,000, respectively, was recorded in the Consolidated Statements of Income. As of March 31,September 30, 2020, there was $827,000$643,000 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 15.211.8 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-yearthree-year earnings per share growth and three-yearthree-year return on equity ranked versus a peer group.

The following is the activity under the Omnibus Equity Plan during the threenine months ended March 31, 2020:September 30, 2020:

 

   

Weighted Average

 
   

Grant Date Fair

 

 

Shares

 

 

Weighted Average

Grant Date Fair

Value

 

 

Shares

  

Value

 

Nonvested at January 1, 2020

 

 

26,025

 

 

$

21.78

 

  26,025  $21.78 

Granted

 

 

47,567

 

 

 

15.82

 

  47,567   15.82 

Vested

 

 

(3,798

)

 

 

18.25

 

  (22,136)  21.74 

Forfeited

 

 

 

 

 

 

  0   0 

Nonvested at March 31, 2020

 

 

69,794

 

 

$

17.91

 

Nonvested at September 30, 2020

  51,456  $16.29 

 

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 2,684 Board approved shares granted in the first threenine months of 2020, and there were no1,525 Board approved shares granted under the plan in the first threenine months of 2019.2019. In the first threenine months of 2020, there was $43,000 of expense recorded in the Consolidated Statements of Income, and there was no$34,000 of expense recorded in the first threenine months of 2019.2019.

Note 15.) Subsequent Events:

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

15.)  Subsequent Events:

All events subsequentOn October 1, 2020, the Company paid off $8 million of advances from the FHLB of Cincinnati due to the current low interest rate environment and excess cash held on the Company’s Statement of Financial Condition.  Management has reviewed events occurring through November 5, 2020, the date of the consolidated financial statements through May 14, 2020,were issued, and for which U.S. GAAP requires adjustmentno additional subsequent events occurred requiring accrual or disclosure, have been adjusted or disclosed, including that the 2019 novel coronavirus (or COVID-19) has adversely affected, and may continue to adversely affect, economic activity globally, nationally, and locally.  In response to COVID-19, among other things, the Company has incurred loan rate modifications and payment deferrals of up to 180 days.  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.

disclosure.

 


27

ITEM 2. MANAGEMENT’S DISCUSSIONDISCUSSION 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)

 
  

YEAR-TO-DATE AS OF

 
  

September 30, 2020

  

September 30, 2019

 
  

Average

      

Average

  

Average

      

Average

 
  

Balance

  

Interest

  

Rate

  

Balance

  

Interest

  

Rate

 

ASSETS

                        

Interest earning deposits

 $37,519  $84   0.30% $13,170  $235   2.38%

Investment securities (1) (2) (3)

  147,078   2,901   2.63%  140,688   3,000   2.85%

Loans (1) (2) (3)

  522,504   17,598   4.49%  489,816   19,254   5.25%

Total interest-earning assets

  707,101  $20,583   3.88%  643,674  $22,489   4.67%

Cash and due from banks

  7,533           7,490         

Bank premises and equipment

  11,920           10,342         

Other assets

  39,754           30,563         

Total non-interest-earning assets

  59,207           48,395         

Total assets

 $766,308          $692,069         

LIABILITIES AND SHAREHOLDERS' EQUITY

                        

Interest-bearing demand deposits

 $227,810  $1,033   0.60% $194,953  $1,386   0.95%

Savings

  116,396   83   0.09%  110,505   75   0.09%

Time

  127,542   1,615   1.69%  140,056   2,146   2.05%

Total interest-bearing deposits

  471,748   2,731   0.77%  445,514   3,607   1.08%

Other borrowings

  28,160   275   1.30%  24,473   403   2.20%

Subordinated debt

  5,155   91   2.36%  5,155   157   4.01%

Total interest-bearing liabilities

  505,063  $3,097   0.82%  475,142  $4,167   1.17%

Demand deposits

  168,190           135,033         

Other liabilities

  16,188           12,593         

Shareholders' equity

  76,867           69,301         

Total liabilities and shareholders' equity

 $766,308          $692,069         

Net interest income

     $17,486          $18,322     

Net interest rate spread (4)

          3.06%          3.50%

Net interest margin (5)

          3.30%          3.80%

Ratio of interest-earning assets to interest-bearing liabilities

          1.40           1.35 

(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 2020 and 2019 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 $5,000 and $359,000, respectively, for September 30, 2020, and $4,000 and $270,000, respectively, for September 30, 2019.

(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

 

MARCH 31, 2020

 

 

DECEMBER 31, 2019

 

 

MARCH 31, 2019

 

 

September 30, 2020

  

June 30, 2020

  

September 30, 2019

 

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

$

16,158

 

 

$

56

 

 

 

1.39

%

 

$

16,947

 

 

$

64

 

 

 

1.52

%

 

$

8,848

 

 

$

58

 

 

 

2.65

%

 $50,548  $14  0.12% $45,708  $14  0.12% $13,690  $90  2.62%

Investment securities (1) (2) (3)

 

134,969

 

 

 

927

 

 

 

2.81

%

 

 

137,260

 

 

 

935

 

 

 

2.74

%

 

 

142,890

 

 

 

1,030

 

 

 

2.89

%

 161,975  1,019  2.52% 144,125  955  2.64% 139,476  981  2.84%

Loans (1) (2) (3)

 

505,861

 

 

 

6,056

 

 

 

4.79

%

 

 

502,330

 

 

 

6,535

 

 

 

5.18

%

 

 

497,108

 

 

 

6,585

 

 

 

5.33

%

  535,591   5,774   4.30%  525,913   5,768   4.39%  487,793   6,258   5.11%

Total interest-earning assets

 

656,988

 

 

$

7,039

 

 

 

4.30

%

 

 

656,537

 

 

$

7,534

 

 

 

4.58

%

 

 

648,846

 

 

$

7,673

 

 

 

4.76

%

 748,114  $6,807  3.64% 715,746  $6,737  3.77% 640,959  $7,329  4.56%

Cash and due from banks

 

7,551

 

 

 

 

 

 

 

 

 

 

 

7,803

 

 

 

 

 

 

 

 

 

 

 

7,290

 

 

 

 

 

 

 

 

 

 7,581       7,466       7,607      

Bank premises and equipment

 

11,612

 

 

 

 

 

 

 

 

 

 

 

10,435

 

 

 

 

 

 

 

 

 

 

 

10,038

 

 

 

 

 

 

 

 

 

 11,987       12,161       10,519      

Other assets

 

37,657

 

 

 

 

 

 

 

 

 

 

 

37,854

 

 

 

 

 

 

 

 

 

 

 

26,305

 

 

 

 

 

 

 

 

 

  42,152        39,431        35,336      

Total non-interest-earning assets

 

56,820

 

 

 

 

 

 

 

 

 

 

 

56,092

 

 

 

 

 

 

 

 

 

 

 

43,633

 

 

 

 

 

 

 

 

 

  61,720        59,058        53,462      

Total assets

$

713,808

 

 

 

 

 

 

 

 

 

 

$

712,629

 

 

 

 

 

 

 

 

 

 

$

692,479

 

 

 

 

 

 

 

 

 

 $809,834       $774,804       $694,421      

LIABILITIES AND SHAREHOLDERS'

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                           

Interest-bearing demand deposits

$

215,356

 

 

$

430

 

 

 

0.80

%

 

$

203,852

 

 

$

492

 

 

 

0.96

%

 

$

207,863

 

 

$

474

 

 

 

0.92

%

 $248,952  $272  0.43% $218,889  $331  0.61% $187,623  $457  0.97%

Savings

 

111,983

 

 

 

27

 

 

 

0.10

%

 

 

110,382

 

 

 

26

 

 

 

0.10

%

 

 

110,944

 

 

 

24

 

 

 

0.09

%

 120,493  26  0.09% 116,666  29  0.10% 110,504  26  0.09%

Time

 

133,912

 

 

 

639

 

 

 

1.91

%

 

 

144,117

 

 

 

718

 

 

 

1.97

%

 

 

134,206

 

 

 

663

 

 

 

2.00

%

  113,196   454   1.59%  135,677   523   1.54%  145,123   755   2.06%

Total interest-bearing deposits

 

461,251

 

 

 

1,096

 

 

 

0.95

%

 

 

458,351

 

 

 

1,236

 

 

 

1.07

%

 

 

453,013

 

 

 

1,161

 

 

 

1.04

%

 482,641  752  0.62% 471,232  883  0.75% 443,250  1,238  1.11%

Other borrowings

 

22,021

 

 

 

88

 

 

 

1.60

%

 

 

23,702

 

 

 

105

 

 

 

1.75

%

 

 

27,563

 

 

 

151

 

 

 

2.23

%

 32,687  93  1.14% 29,723  94  1.26% 21,536  114  2.10%

Subordinated debt

 

5,155

 

 

 

41

 

 

 

3.12

%

 

 

5,155

 

 

 

46

 

 

 

3.53

%

 

 

5,155

 

 

 

54

 

 

 

4.20

%

  5,155   23   1.75%  5,155   27   2.12%  5,155   50   3.81%

Total interest-bearing liabilities

 

488,427

 

 

$

1,225

 

 

 

1.01

%

 

 

487,208

 

 

$

1,387

 

 

 

1.13

%

 

 

485,731

 

 

$

1,366

 

 

 

1.14

%

 520,483  $868  0.66% 506,110  $1,004  0.80% 469,941  $1,402  1.18%

Demand deposits

 

131,912

 

 

 

 

 

 

 

 

 

 

 

136,443

 

 

 

 

 

 

 

 

 

 

 

129,739

 

 

 

 

 

 

 

 

 

 195,307       177,055       137,721      

Other liabilities

 

13,876

 

 

 

 

 

 

 

 

 

 

 

14,495

 

 

 

 

 

 

 

 

 

 

 

10,981

 

 

 

 

 

 

 

 

 

 16,996       17,679       14,092      

Shareholders' equity

 

79,593

 

 

 

 

 

 

 

 

 

 

 

74,483

 

 

 

 

 

 

 

 

 

 

 

66,028

 

 

 

 

 

 

 

 

 

  77,048        73,960        72,667      

Total liabilities and shareholders' equity

$

713,808

 

 

 

 

 

 

 

 

 

 

$

712,629

 

 

 

 

 

 

 

 

 

 

$

692,479

 

 

 

 

 

 

 

 

 

 $809,834       $774,804       $694,421      

Net interest income

 

 

 

 

$

5,814

 

 

 

 

 

 

 

 

 

 

$

6,147

 

 

 

 

 

 

 

 

 

 

$

6,307

 

 

 

 

 

    $5,939       $5,733       $5,927    

Net interest rate spread (4)

 

 

 

 

 

 

 

 

 

3.29

%

 

 

 

 

 

 

 

 

 

 

3.45

%

 

 

 

 

 

 

 

 

 

 

3.62

%

        2.98%       2.97%       3.38%

Net interest margin (5)

 

 

 

 

 

 

 

 

 

3.56

%

 

 

 

 

 

 

 

 

 

 

3.74

%

 

 

 

 

 

 

 

 

 

 

3.90

%

        3.17%       3.21%       3.70%

Ratio of interest-earning assets

to interest-bearing liabilities

 

 

 

 

 

 

 

 

 

1.35

 

 

 

 

 

 

 

 

 

 

 

1.35

 

 

 

 

 

 

 

 

 

 

 

1.34

 

        1.44        1.41        1.36 

 

(1)

(1)Includes both taxable and tax-exempt loans and investment securities.

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 2020 and 2019 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 $2,000 and $107,000,$134,000, respectively, for March 31,September 30, 2020, $2,000$1,000 and $118,000, respectively, for June 30, 2020; and $1,000 and $104,000, respectively, for December 31, 2019; and $2,000 and $81,000, respectively, for March 31,September 30, 2019.

(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 principal adjustedloans, including loans held for amortization of premium and accretion of discount and includes both taxable and tax-exempt securities. Loans consist ofsale, less 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)

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.

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)

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

March 31,

 

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

Unaudited

 

2020

 

 

2019

 

 

2019

 

 

2019

 

 

2019

 

 

2020

  

2020

  

2020

  

2019

  

2019

 

SUMMARY OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Total interest income

 

$

6,930

 

 

$

7,428

 

 

$

7,224

 

 

$

7,401

 

 

$

7,590

 

 $6,671  $6,618  $6,930  $7,428  $7,224 

Total interest expense

 

 

(1,225

)

 

 

(1,387

)

 

 

(1,402

)

 

 

(1,399

)

 

 

(1,366

)

  (868)  (1,004)  (1,225)  (1,387)  (1,402)

NET INTEREST INCOME (NII)

 

 

5,705

 

 

 

6,041

 

 

 

5,822

 

 

 

6,002

 

 

 

6,224

 

 5,803  5,614  5,705  6,041  5,822 

Provision for loan losses

 

 

(600

)

 

 

(180

)

 

 

(180

)

 

 

(180

)

 

 

(175

)

  (525)  (450)  (600)  (180)  (180)

NII after loss provision

 

 

5,105

 

 

 

5,861

 

 

 

5,642

 

 

 

5,822

 

 

 

6,049

 

 5,278  5,164  5,105  5,861  5,642 

Investment securities losses

 

 

 

 

 

 

 

 

 

 

 

(44

)

 

 

 

Investment securities gains (losses)

   18       

Mortgage banking gains

 

 

596

 

 

 

381

 

 

 

492

 

 

 

344

 

 

 

337

 

 1,281  900  596  381  492 

Other income

 

 

856

 

 

 

958

 

 

 

935

 

 

 

752

 

 

 

867

 

 684  797  856  958  935 

Total non-interest expense

 

 

(4,980

)

 

 

(4,903

)

 

 

(4,761

)

 

 

(5,339

)

 

 

(4,752

)

  (4,721)  (4,578)  (4,980)  (4,903)  (4,761)

Income before tax expense

 

 

1,577

 

 

 

2,297

 

 

 

2,308

 

 

 

1,535

 

 

 

2,501

 

 2,522  2,301  1,577  2,297  2,308 

Federal income tax expense

 

 

206

 

 

 

393

 

 

 

363

 

 

 

207

 

 

 

396

��

  360   369   206   393   363 

Net income

 

$

1,371

 

 

$

1,904

 

 

$

1,945

 

 

$

1,328

 

 

$

2,105

 

 $2,162  $1,932  $1,371  $1,904  $1,945 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER COMMON SHARE DATA (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Earnings per share, basic and diluted

 

$

0.32

 

 

$

0.44

 

 

$

0.45

 

 

$

0.30

 

 

$

0.49

 

 $0.51  $0.47  $0.32  $0.44  $0.45 

Book value

 

 

17.32

 

 

 

17.19

 

 

 

16.93

 

 

 

16.25

 

 

 

15.70

 

 18.51  17.94  17.32  17.19  16.93 

Cash dividends declared per share

 

 

0.19

 

 

 

0.12

 

 

 

0.11

 

 

 

0.11

 

 

 

0.16

 

 0.14  0.14  0.19  0.12  0.11 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE SHEET DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Assets

 

$

712,650

 

 

$

737,162

 

 

$

700,621

 

 

$

690,683

 

 

$

685,496

 

 $811,625  $780,017  $712,650  $737,162  $700,621 

Investments

 

 

133,638

 

 

 

138,966

 

 

 

139,291

 

 

 

139,071

 

 

 

138,953

 

 170,608  165,957  133,638  138,966  139,291 

Loans

 

 

482,239

 

 

 

518,716

 

 

 

488,435

 

 

 

477,946

 

 

 

482,313

 

 534,146  528,097  482,239  518,716  488,435 

Allowance for loan losses

 

 

5,087

 

 

 

4,465

 

 

 

4,641

 

 

 

4,485

 

 

 

4,340

 

 6,045  5,520  5,087  4,465  4,641 

Deposits

 

 

593,256

 

 

 

618,381

 

 

 

587,128

 

 

 

576,914

 

 

 

571,576

 

 680,640  648,417  593,256  618,381  587,128 

Borrowings

 

 

30,830

 

 

 

31,077

 

 

 

25,462

 

 

 

28,830

 

 

 

33,793

 

 37,243  39,483  30,830  31,077  25,462 

Shareholders' equity

 

 

73,209

 

 

 

74,338

 

 

 

74,153

 

 

 

71,164

 

 

 

68,319

 

 78,148  75,772  73,209  74,338  74,153 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AVERAGE BALANCES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Assets

 

$

713,808

 

 

$

712,629

 

 

$

694,421

 

 

$

689,286

 

 

$

692,479

 

 $809,834  $774,804  $713,808  $712,629  $694,421 

Investments

 

 

134,969

 

 

 

137,260

 

 

 

139,476

 

 

 

139,737

 

 

 

142,890

 

 161,975  144,125  134,969  137,260  139,476 

Loans

 

 

502,398

 

 

 

497,387

 

 

 

483,590

 

 

 

480,474

 

 

 

495,356

 

 530,704  521,447  502,398  497,387  483,590 

Deposits

 

 

593,163

 

 

 

594,794

 

 

 

580,971

 

 

 

577,937

 

 

 

582,752

 

 677,948  648,287  593,163  594,794  580,971 

Borrowings

 

 

27,176

 

 

 

28,857

 

 

 

26,691

 

 

 

29,543

 

 

 

32,718

 

 37,842  34,878  27,176  28,857  26,691 

Shareholders' equity

 

 

79,593

 

 

 

74,483

 

 

 

72,667

 

 

 

69,157

 

 

 

66,028

 

 77,048  73,960  79,593  74,483  72,667 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSET QUALITY RATIOS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Net recoveries (charge-offs)

 

$

22

 

 

$

(356

)

 

$

(24

)

 

$

(35

)

 

$

(33

)

Net recoveries (charge-offs) as a percentage

of average total loans

 

 

0.02

%

 

 

(0.29

)%

 

 

(0.02

)%

 

 

(0.03

)%

 

 

(0.03

)%

Net (charge-offs) recoveries

 $  $(17) $22  $(356) $(24)

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

 0.00% (0.01)% 0.02% (0.29)% (0.02)%

Loans 30 days or more beyond their contractual

due date as a percent of total loans

 

 

0.59

%

 

 

0.44

%

 

 

0.55

%

 

 

0.56

%

 

 

0.38

%

 0.36% 0.38% 0.59% 0.44% 0.55%

Nonperforming loans

 

$

8,230

 

 

$

8,545

 

 

$

9,118

 

 

$

8,992

 

 

$

8,787

 

 $7,746  $7,918  $8,230  $8,545  $9,118 

Total nonperforming assets

 

$

8,230

 

 

$

8,545

 

 

$

9,118

 

 

$

8,992

 

 

$

8,787

 

 $7,746  $7,918  $8,230  $8,545  $9,118 

Nonperforming assets as a percentage of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Total assets

 

 

1.15

%

 

 

1.16

%

 

 

1.30

%

 

 

1.30

%

 

 

1.28

%

 0.95% 1.02% 1.15% 1.16% 1.30%

Equity plus allowance for loan losses

 

 

10.51

 

 

 

10.84

 

 

 

11.57

 

 

 

11.89

 

 

 

12.09

 

 9.20  9.74  10.51  10.84  11.57 

Tier I capital

 

 

10.86

 

 

 

10.94

 

 

 

11.71

 

 

 

11.78

 

 

 

11.70

 

 9.82  10.26  10.86  10.94  11.71 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL RATIOS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Return on average equity

 

 

6.89

%

 

 

10.23

%

 

 

10.71

%

 

 

7.68

%

 

 

12.75

%

 11.22% 10.45% 6.89% 10.23% 10.71%

Return on average assets

 

 

0.77

 

 

 

1.07

 

 

 

1.12

 

 

 

0.77

 

 

 

1.22

 

 1.07  1.00  0.77  1.07  1.12 

Efficiency ratio

 

 

68.54

 

 

 

65.50

 

 

 

64.74

 

 

 

74.34

 

 

 

63.69

 

 59.72  61.62  68.54  65.50  64.74 

Effective tax rate

 

 

13.06

 

 

 

17.11

 

 

 

15.73

 

 

 

13.49

 

 

 

15.83

 

 14.27  16.04  13.06  17.11  15.73 

Net interest margin

 

 

3.56

 

 

 

3.74

 

 

 

3.70

 

 

 

3.80

 

 

 

3.90

 

 3.17  3.21  3.56  3.74  3.70 

 

(1)

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

 

Significant Developments

Each item listed below materially affects the comparability of our results of operations for the three and nine months ended March 31,September 30, 2020 and 2019, and our financial condition as of March 31,September 30, 2020 and December 31, 2019, 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 threenine months ended March 31,September 30, 2020, 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 have led to a broad curtailment of economic activity beginning in March 2020.  In Ohio, the Governor recently 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 has remained open during these orders because banks have been identified as essential services.  The Bank has beenservices, 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. The Bank opened six of its thirteen branches but continued to operate only drive-up services at the others. Since June, the Bank has opened its remaining branches. 

 

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 5.517.6 percent in MarchApril 2020, according to the Bureau of Labor Statistics,Statistics. The Ohio unemployment rate in September was down to 8.9%.   

 

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%.

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.

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%.

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.

 

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 prudent loan modification terms.

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.


We are actively working with loan customers to monitor 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.  As of April 24,September 30, 2020, we had 232419 PPP loans authorized totaling $46.4$56.4 million, an average of $200,000$135,000 per loan.  Of these, only seven were

No employees have been furloughed. Employees whose job responsibilities can be effectively carried out remotely worked from home through August, but have now phased in excesson-site. 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 workspace in those operational areas conducive to that type of $1 million.scheduling.

We have closed all branches to customer activity indefinitely, except for drive-up and appointment only services. No employees have been furloughed. Employees whose job responsibilities can be effectively carried out remotely are working 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 workspace in those operational areas conducive to that type of scheduling.

 

Loan Modifications.  As of AprilSeptember 30, 2020, we had received requests to modify 10140 commercial loans aggregating $116.5$61 million, and 26 consumer loans aggregating $7.2 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 June 30, 2020, 90 prior modifications aggregating $49 million have returned to full payment status. Details with respect to modifications are as follows:

 

 

As of September 30, 2020

  

As of June 30, 2020

 

 

 

 

 

 

(Amounts in thosands)

 

   

(Amounts in thousands)

       

(Amounts in thousands)

     

Type of Loan

 

Number of Loans

 

 

Balance

 

 

Number of Loans

  

Balance

  

% of Total Loans

  

% of Segment

  

Number of Loans

  

Balance

  

% of Total Loans

  

% of Segment

 

One-to-four family residential

 

 

25

 

 

$

7,051

 

   $  % % 28  $5,995  1% 8%

Consumer

 

 

1

 

 

 

99

 

     % % 2  149  % 1%

Commercial and Industrial

 

 

 

 

 

 

 

 

                 

Trucking

 

 

17

 

 

 

5,960

 

     % % 17  5,961  1% 33%

Other

 

 

23

 

 

 

17,747

 

 6  7,669  1% 8% 20  14,213  3% 14%

Commercial Real Estate

 

 

 

 

 

 

 

 

                 

Multi-family

 

 

4

 

 

 

5,986

 

 2  5,591  1% 14% 5  6,648  1% 18%

Nonresidential

 

 

15

 

 

 

38,449

 

 11  18,131  3% 18% 15  27,319  5% 28%

Hotels

 

 

9

 

 

 

26,780

 

 7  21,831  4% 78% 8  25,510  5% 95%

Skilled nursing/ personal care

 

 

2

 

 

 

4,589

 

 2  2,211  % 3% 4  9,908  2% 18%

Other

 

 

31

 

 

 

17,002

 

  12   5,849   1% 8%  31   15,058   3% 16%

Total

 

 

127

 

 

$

123,663

 

  40  $61,282   11%     130  $110,761   21%   

 

With the Company in process of modifying the above loans, primarily subsequent to this quarter’s end, theThe effect of this occurrencethese 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 above 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

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, 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. At or near quarter-end,In late March and early April, 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$56.4 million in funding to the Company.  In addition to these federally sponsored programs, the State of Ohio also made funds available through various programs.  As of quarter-end, the Company has available all of these untapped specially formed liquidity programs, in addition to its unused wholesale capacity by policy of $124$157 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 March 31,September 30, 2019 is included in the analysis of assets and liabilities, in addition to the usual comparison to December 31, 2019. The following table contains the loan and deposit balances referenced in the discussions:

 

 

(Amounts in thousands)

 

(Amounts in thousands)

 

 

September 30,

 

December 31,

 

September 30,

 

March 31,

2020

 

 

December 31,

2019

 

 

March 31,

2019

 

 

2020

  

2019

  

2019

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

       

Commercial

$

71,969

 

 

$

99,864

 

 

$

71,462

 

 $123,403  $99,864  $77,071 

Commercial real estate

 

299,098

 

 

 

302,084

 

 

 

313,229

 

 303,404  302,084  292,150 

Residential real estate

 

82,870

 

 

 

87,172

 

 

 

69,650

 

 79,808  87,172  89,709 

Consumer - home equity

 

24,779

 

 

 

25,856

 

 

 

24,761

 

 23,749  25,856  25,578 

Consumer - other

 

3,523

 

 

 

3,740

 

 

 

3,211

 

  3,782   3,740   3,927 

Total loans

$

482,239

 

 

$

518,716

 

 

$

482,313

 

 $534,146  $518,716  $488,435 

Total earning assets

$

655,759

 

 

$

681,939

 

 

$

635,968

 

 $752,143  $681,939  $644,739 

Total assets

$

712,650

 

 

$

737,162

 

 

$

685,496

 

 $811,625  $737,162  $700,621 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

       

Noninterest-bearing deposits

$

132,888

 

 

$

133,340

 

 

$

128,641

 

 $194,174  $133,340  $138,537 

Interest-bearing demand deposits

 

324,273

 

 

 

343,018

 

 

 

304,012

 

 376,886  343,018  301,567 

Time deposits

 

136,095

 

 

 

142,023

 

 

 

138,923

 

  109,580   142,023   147,024 

Total deposits

$

593,256

 

 

$

618,381

 

 

$

571,576

 

 $680,640  $618,381  $587,128 

Total interest bearing liabilities

$

491,198

 

 

$

516,118

 

 

$

476,728

 

 $523,709  $516,118  $474,053 

 

Earning assets are comprised of deposits at financial institutions, including the Federal Reserve Bank, investment securities and loans. Earning assets were $655.8$752.1 million at March 31,September 30, 2020, a decreasean increase of 3.8%10.3% from the December 31, 2019 balance of $681.9 million. The decreaseincrease from December 31, 2019 was mainly due to a decreasean increase in loans of $36.5$15.4 million, a decreasean increase of $5.5$31.4 million in investment securities available-for-sale and an increase in interest-earning deposits of $15.8$21.5 million.  Earning assets increased 3.1%16.7% from the March 31,September 30, 2019 balance of $636.0$644.7 million, which was due mainly to an increase in interest-earning deposits of $22.8$28.8 million, and a decreasean increase in investment securities available-for-sale of $5.7$31.1 million, whileand an increase in loans remained flat.of $45.7 million. Total assets of $712.7$811.6 million at March 31,September 30, 2020 decreasedincreased by $24.5$74.5 million, or 3.3%10.1%, from the asset total of $737.2 million at December 31, 2019, and increased $27.2$111.0 million, or 4.0%15.8%, from the asset total of $685.5$700.6 million at March 31,September 30, 2019. See below for further analysis of changes in loans.

At March 31,September 30, 2020, the investment securities available-for-sale portfolio was $130.6$167.6 million compared to $136.1 million at December 31, 2019, a decreasean increase of $5.5$31.4 million, or 4.0%23.1%. Investment securities available-for-sale represented 19.9%22.3% of earning assets at March 31,September 30, 2020, compared to 20.0% 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. 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 reflects variation in balances accordingly. The investment securities available-for-sale portfolio represented 24.6% and 22.0% of each deposit dollar at March 31,September 30, 2020 and December 31, 2019.2019, respectively.

The investment securities available-for-sale portfolio had net unrealized gains, net of tax, of $2.3$4.3 million at March 31,September 30, 2020 and net unrealized gains, net of tax of $1.1 million at December 31, 2019. The increase in unrealized gains is reflective of the decline in interest rates during 2020 and its effect on securities valuation.

Loans held for sale decreasedincreased by $179,000$1.7 million to $4.7$6.6 million at March 31,September 30, 2020 from $4.9 million at December 31, 2019, reflecting variation of the mortgage loan processing and origination activity.

Total loans at March 31,September 30, 2020 were $482.2$534.1 million compared to $518.7 million at December 31, 2019, a 7.0% decrease,3.0% increase, and $482.3$488.4 million at March 31,September 30, 2019, essentially flat.a 9.4% increase. Year-end loan balances included 60-day or less term commercial loans totaling $25.2 million that closed in December 2019 and were fully secured by segregated deposit accounts with the Bank, and matured in the first quarter of 2020. Excluding these seasonal loans at December 31, 2019, total loans actually decreased $11.3increased $40.6 million, or 2.3%8.2% through March 31,September 30, 2020. All of this increase was driven by the PPP loans issued during this second quarter relative to government pandemic aid. Loan balances otherwise declined 3.2%, reflecting significant payoffs. 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 $30$9.3 million and $41$5.7 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 73.5%71.0% as of March 31,September 30, 2020, 76.1% as of December 31, 2019, and 75.8% as of March 31,September 30, 2019. The total loan-to-deposit ratio was 81.3%78.5% at March 31,September 30, 2020, 83.9% at December 31, 2019 and 84.4% March 31,83.2% September 30, 2019.


34

The allowance for loan losses of $5.1$6.0 million, $4.5 million and $4.3$4.6 million, respectively, represented approximately 1.05%1.13% of outstanding loans at March 31,September 30, 2020, 0.86% at December 31, 2019 and 0.90%0.95% at March 31,September 30, 2019. Excluding the fully guaranteed PPP loans, the allowance was 1.27% of loans this quarter end. The elevated level of the allowance is a reflection of the efforteffect of the COVID-19 pandemic on the borrowers of the Company. See Analysis of Provision for Loan Losses.

During the first threenine months, loan charge-offs were $37,000$156,000 in 2020 compared to $87,000$175,000 for the same period in 2019, while the recovery of previously charged-off loans amounted to $59,000$161,000 in 2020 and $54,000$83,000 in 2019. TheThere were net recoveries represent 2 basis points of average loans for$5,000 in  2020 and the net charge offs representcharge-offs of $92,000 in 2019, which represented 3 basis points for 2019.points. 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 $2.1$1.9 million at March 31,September 30, 2020 and March 31,September 30, 2019, and $2.3 million at December 31, 2019.2019, and $2.8 million at September 30, 2019 or 0.4%, 0.4%0.5% and 0.5%0.6%, respectively, of total loans.

Bank-owned life insurance had a cash surrender value of $17.9$21.0 million at March 31,September 30, 2020 and $17.8 million at December 31, 2019.2019 reflecting the $3 million purchased during the quarter. Comprising approximately 24.8% and 22.1% of Tier 1 capital plus the allowance for loan losses for September 30, 2020 and December 31, 2019, respectively, management may consider additional insurance purchases not to exceed a 25% ratio.

Other assets increased to $24.0$24.8 million at March 31,September 30, 2020 from $21.5 million at December 31, 2019. As of March 31,September 30, 2020, a $5.5$5.2 million investment in partnership funds is included in other assets compared to $5.7 million at December 31, 2019, with an offsetting $2.9$2.5 million at March 31,September 30, 2020 and $3.1 million at December 31, 2019 in other liabilities, which is the commitment to fund these affordable housing investments. A partnership investment of $8.1 million and $7.7 million into a privately managed pooled fund of small business administration loans is included in other assets at March 31,September 30, 2020 and at December 31, 2019., respectively. Both of these investments are intended to satisfy Community Reinvestment Act requirements. Also included in other assets is $4.1$4.2 million in fair value of commercial loan swaps at March 31,September 30, 2020 and $1.4 million at December 31, 2019 with a equal amount in other liabilities.

Noninterest-bearing deposits measured $132.9$194.2 million at March 31,September 30, 2020 compared to $133.3 million at December 31, 2019 and $128.6$138.5 million at March 31,September 30, 2019. Much of the $60.8 million, or 45.6%, 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 $24.6increased $1.5 million to $460.4$486.5 million at March 31,September 30, 2020 from $485.0 million at December 31, 2019 and increased $17.5$37.9 million from $442.9$448.6 million at March 31,September 30, 2019. The decreasesmall increase in interest-bearing deposits from year end reflects segregated money market deposit accounts with the Bank which fully collateralized $25.2 million in 60-day or less term commercial loans that closed in December 2019. The loans matured and the deposits withdrew in the first quarter of 2020. Absent the collateral deposits, interest-bearing deposits remained flat overincreased $26.6 million, or 5.8%, during the first threenine months of 2020.

Federal Home Loan Bank advances and short-term borrowings decreasedincreased by $247,000$6.2 million to $25.7$32.1 million at March 31,September 30, 2020 from $25.9 million at December 31, 2019.2019, reflecting the Company's initial reaction at the outset of the pandemic. 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. In early October 2020, the Company utilized a portion of its excess liquidity to pay off $8 million of FHLB advances. Other liabilities measured $15.4$15.6 million at March 31,September 30, 2020 and $13.4 million at December 31, 2019. 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 $73.2$78.1 million at March 31,September 30, 2020 and $74.3 million on December 31, 2019. The Company’s capital continues to meet the requirements to be deemed well-capitalized under all regulatory measures.

Cash dividends of $0.19$0.47 per share were paid to shareholders in the first threenine months of 2020, with $0.16$0.38 in cash dividends paid in the first threenine months of 2019 (including a special dividend of $.05 in both periods). Cash dividends of $0.14 per share and $0.11 per share were paid to shareholders in the third quarters of 2020 and 2019.

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 March 31,September 30, 2020.

At March 31,September 30, 2020 and December 31, 2019, actual capital levels and minimum required levels were:

 

  

(Dollars in thousands)

 
          

Minimum required

  

To be well-capitalized under

 
          

for capital adequacy

  

prompt corrective action

 
  

Actual

  

purposes

  

regulations

 

September 30, 2020

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

CET1 capital (to risk-weighted assets)

                        

Company

 $73,847   12.50% $30,271   4.5%  N/A   N/A 

Bank

  70,369   11.98%  30,108   4.5% $38,186   6.5%

Tier 1 capital (to risk-weighted assets)

                        

Company

  78,847   13.35%  39,131   6.0%  N/A   N/A 

Bank

  70,369   11.98%  38,920   6.0%  46,998   8.0%

Total capital (to risk-weighted assets)

                        

Company

  84,976   14.39%  50,944   8.0%  N/A   N/A 

Bank

  82,499   14.04%  50,670   8.0%  58,748   10.0%

Tier 1 capital (to average assets)

                        

Company

  78,847   9.81%  32,139   4.0%  N/A   N/A 

Bank

  70,369   8.80%  32,004   4.0%  40,005   5.0%

 

(Dollars in thousands)

 

 

Actual

 

 

Minimum required

for capital adequacy

purposes

 

 

To be well-capitalized under

prompt corrective action

regulations

 

March 31, 2020

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

CET1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

$

70,808

 

 

 

12.31

%

 

$

29,477

 

 

 

4.5

%

 

N/A

 

 

N/A

 

Bank

 

67,218

 

 

 

11.75

%

 

 

29,313

 

 

 

4.5

%

 

$

37,178

 

 

 

6.5

%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

75,808

 

 

 

13.18

%

 

 

38,104

 

 

 

6.0

%

 

N/A

 

 

N/A

 

Bank

 

67,218

 

 

 

11.75

%

 

 

37,893

 

 

 

6.0

%

 

 

45,758

 

 

 

8.0

%

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

80,978

 

 

 

14.08

%

 

 

49,607

 

 

 

8.0

%

 

N/A

 

 

N/A

 

Bank

 

78,388

 

 

 

13.70

%

 

 

49,332

 

 

 

8.0

%

 

 

57,197

 

 

 

10.0

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

75,808

 

 

 

10.65

%

 

 

28,478

 

 

 

4.0

%

 

N/A

 

 

N/A

 

Bank

 

67,218

 

 

 

9.49

%

 

 

28,346

 

 

 

4.0

%

 

 

35,433

 

 

 

5.0

%

36


 

 

(Dollars in thousands)

 

 

Actual

 

 

Minimum required

for capital adequacy

purposes

 

 

To be well-capitalized under

prompt corrective action

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, 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%

 

The Company had $5.0 million of trust preferred securities at both March 31,September 30, 2020 and December 31, 2019 that qualified as Tier 1 capital. Refer to Note 7, “Subordinated Debt.”

The Bank was categorized as "well capitalized" at March 31,September 30, 2020 and December 31, 2019.

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. Included in the volatile category is the loan loss provision and Federal income tax expense, while gains on Bank-owned life insurance are considered nonrecurring. 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, decreasedof $3 million for the three months ended March 31,September 30, 2020 as compared towas 22% higher than the three months ended March 31, 2019. Coresame period in 2019, and 11% higher on a linked quarter basis. Likewise, core earnings for the first threenine months ended September 30, 2020 of 2020 were $1.4$8 million or $0.32 per share, compared to $2.1 million, or $0.48 per share, forexceeded the first threeprevious nine months of 2019.by 16%. The improvement stemmed primarily from the boom in mortgage banking activity in the historically low interest rate environment. 

  

(Amounts in thousands)

 
  

Three Months Ended

  

Nine Months Ended

 
  

Sept. 30, 2020

  

Sept. 30, 2019

  

June 30, 2020

  

Sept. 30, 2020

  

Sept. 30, 2020

 

GAAP net income

 $2,162  $1,945  $1,932  $5,465  $5,378 

Provision for loan losses

  525   180   450   1,575   535 

Federal income tax expense

  360   363   369   935   966 

Pre-tax, pre-provision income

 $3,047  $2,488  $2,751  $7,975  $6,879 

 

 

(Amounts in thousands, except per share amounts)

 

 

Three Months Ended

 

 

March 31,

 

 

2020

 

 

2019

 

GAAP earnings

$

1,371

 

 

$

2,105

 

Gain recognized on Bank Owned Life Insurance

   (tax free)*

 

 

 

 

(51

)

Core earnings

$

1,371

 

 

$

2,054

 

GAAP earnings per share

$

0.32

 

 

$

0.49

 

Gain recognized on Bank Owned Life Insurance

   (tax free)*

 

 

 

 

(0.01

)

Core earnings per share

$

0.32

 

 

$

0.48

 

37

 

*

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.


Analysis of Net Interest Income

 

  

(Amounts in thousands)

 
  

Three months ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2020

  

2019

  

2020

  

2019

 

Net interest income

 $5,803  $5,822  $17,122  $18,048 

Tax equivalent income adjustment for investment securities

  134   104   359   270 

Tax equivalent income adjustment for loans

  2   1   5   4 

Net interest income on a fully taxable equivalent basis

 $5,939  $5,927  $17,486  $18,322 

Interest and dividends on investment securities

 $751  $877  $2,183  $2,730 

Tax equivalent income adjustment for investment securities

  134   104   359   270 

Investment securities income on a fully taxable equivalent basis

 $885  $981  $2,542  $3,000 

Interest and fees on loans

 $5,770  $6,527  $17,588  $19,250 

Tax equivalent income adjustment for loans

  2   1   5   4 

Loan income on a fully taxable equivalent basis

 $5,772  $6,528  $17,593  $19,254 

 

(Amounts in thousands)

 

 

Three months ended

 

 

March 31,

 

 

2020

 

 

2019

 

Net interest income

$

5,705

 

 

$

6,224

 

Tax equivalent income adjustment for investment securities

 

107

 

 

 

81

 

Tax equivalent income adjustment for loans

 

2

 

 

 

2

 

Net interest income on a fully taxable equivalent basis

$

5,814

 

 

$

6,307

 

Interest and dividends on investment securities

$

820

 

 

$

949

 

Tax equivalent income adjustment for investment securities

 

107

 

 

 

81

 

Investment securities income on a fully taxable equivalent

   basis

$

927

 

 

$

1,030

 

Interest and fees on loans

$

6,054

 

 

$

6,583

 

Tax equivalent income adjustment for loans

 

2

 

 

 

2

 

Loan income on a fully taxable equivalent basis

$

6,056

 

 

$

6,585

 

 

Three months ended March 31,Nine Months Ended September 30, 2020 and 2019

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 $5.8$17.5 million for the quarternine months ended March 31,September 30, 2020 and $6.3$18.3 million for the quarternine months ended March 31,September 30, 2019. The resulting net interest margin was 3.56%3.30% for March 31,September 30, 2020 and 3.90%3.80% for March 31,September 30, 2019.

The decrease in interest income, on a fully taxable equivalent basis, of $634,000$1.9 million is the product of a 1.3%9.9% year-over-year increase in average earning assets and a 4679 basis point decrease in yield. The decrease in interest expense of $141,000$1.1 million was a product of a 1335 basis point decrease in rates paid and a 0.6%6.3% increase in average interest-bearing liabilities. The net result was a 7.8%6.5% decrease in net interest income on a fully taxable equivalent basis, and a 3450 basis point decrease in the Company’s net interest margin on a modestly growing asset base with a different mix.

On a fully taxable equivalent basis, income on investment securities decreased by $103,000,$99,000, or 10.0%3.3%. The average invested balances in these securities decreasedincreased by $7.9$6.4 million, or 5.5%4.5%, from the levels of a year ago. The decreaseincrease in the average balance of investment securities was accompanied by a 822 basis point decrease in the tax equivalent yield of the portfolio. 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 decreased by $529,000,$1.7 million, or 8.0%8.6%, for March 31,year to date September 30, 2020 compared to the same period in 2019. An $8.8A $32.7 million increase in the average balance of the loan portfolio, or 1.8%6.7%, was accompanied by a 5476 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 with two rate reductions in the currentfirst quarter of 2020 for another 150 basis points. Coupled with strong competition for good credits, there is continued downward pressure on offering rates. The commercial loan portfolio housed the majority of the net increase in balances.balances mainly consisting of PPP loans.

Other interest income decreased by $2,000,$151,000, or 3.5%64.3%, from the same period a year ago. The average balance of interest-earning deposits increased by $7.3$24.3 million, or 82.6%.184.9%, reflecting the increased liquidity driven by pandemic aid. The yield decreased by 126208 basis points from 2019 to 2020, reflecting the aggregate net decreases in the federal funds rate. Management intends to remain fully invested, minimizing on-balance sheet liquidity.

Average interest-bearing demand deposits and money market accounts increased by $7.5$32.9 million, or 3.6%16.9%, for the quarternine months ended March 31,September 30, 2020 compared to the same period of 2019, whileand average savings balances increased by $1.0$5.9 million, or 0.9%5.3%. The average rate paid on interest-bearing demand deposits and money market accounts decreased 1235 basis points from 2019 to 2020 to 0.80%0.60%, reflecting the expiration of promotional specials offered during 2019. The average rate paid on savings accounts was 0.10% and 0.09% for March 31,both September 30, 2020 and 2019, respectively.2019. The average balance of time deposit products decreased by $294,000,$12.5 million, or 0.2%8.9%, as the average rate paid decreased by 936 basis points, from 2.00%2.05% to 1.91%1.69%. The current low-rate environment offers little opportunity for time deposit customers, except for periodic special rates offered on a limited basis. 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.


38

Average borrowings and subordinated debt decreasedincreased by $5.5$3.7 million while the average rate paid decreased by 65158 basis points. As higher cost borrowings matured, the remaining borrowings were at lower rates. 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 early October 2020, the Company utilized a portion of its excess liquidity to pay off $8 million of advances from the FHLB. The average rate on the advances was 2.62%, which will result in a reduction in the average cost of borrowings prospectively.

Three Months Ended September 30, 2020 and 2019

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 $5.9 million for the quarter ended September 30, 2020 and September 30, 2019. The resulting net interest margin was 3.17% for September 30, 2020 and 3.70% for September 30, 2019.

The decrease in interest income, on a fully taxable equivalent basis, of $522,000 is the product of a 16.7% year-over-year increase in average earning assets and a 92 basis point decrease in yield. The decrease in interest expense of $534,000 was a product of a 52 basis point decrease in rates paid and a 10.8% increase in average interest-bearing liabilities. The net result was a 2.1% decrease in net interest income on a fully taxable equivalent basis, and a 53 basis point decrease in the Company’s net interest margin on a modestly growing asset base with a different mix.

On a fully taxable equivalent basis, income on investment securities increased by $38,000, or 3.9%. The average invested balances in these securities increased by $22.5 million, or 16.1%, from the levels of a year ago. The increase in the average balance of investment securities was accompanied by a 32 basis point decrease in the tax equivalent yield of the portfolio. The Company will continue attempting to redeploy liquidity into loans which generate greater yields than securities, thus sacrificing securities balances when beneficial. Deployment of $30 million of excess liquidity relating to pandemic aid occurred late in the second quarter of 2020, thus driving the higher invested balances. 

On a fully taxable equivalent basis, income on loans decreased by $484,000, or 7.7%, for the September 30, 2020 period compared to the same period in 2019. A $47.8 million increase in the average balance of the loan portfolio, or 9.8%, was accompanied by a 81 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 with two rate reductions in the first quarter of 2020 for another 150 basis points. Coupled with strong competition for good credits, there is continued downward pressure on offering rates. The commercial loan portfolio housed the majority of the net increase in balances mainly consisting of PPP loans. Excluding PPP loans, the portfolio declined $8.6 million, or 1.2%, year-over-year.

Other interest income decreased by $76,000, or 84.4%, from the same period a year ago. The average balance of interest-earning deposits increased by $36.9 million, or 269.2%. The yield decreased by 250 basis points from 2019 to 2020, reflecting the aggregate net decreases in the federal funds rate. Management intends to remain fully invested, minimizing on-balance sheet liquidity.

Average interest-bearing demand deposits and money market accounts increased by $61.3 million, or 32.7%, for the quarter ended September 30, 2020 compared to the same period of 2019, while average savings balances increased by $10.0 million, or 9.0%. The average rate paid on interest-bearing demand deposits and money market accounts decreased 54 basis points from 2019 to 2020 to 0.43%, reflecting the expiration of promotional specials offered during 2019. The average rate paid on savings accounts was 0.09% for both September 30, 2020 and 2019. The average balance of time deposit products decreased by $31.9 million, or 22.0%, as the average rate paid decreased by 47 basis points, from 2.06% to 1.59%. The current low-rate environment offers little opportunity for time deposit customers, except for periodic special rates offered on a limited basis. 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.

39

Average borrowings and subordinated debt increased by $11.1 million or 41.8% while the average rate paid decreased by 62 basis points. As higher cost borrowings matured, the borrowings that remained were at lower 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 early October 2020, the Company utilized a portion of its excess liquidity to pay off $8 million of advances from the FHLB. The average rate on the advances was 2.62%, which will result 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 Three- Nine Months Ended March 31,September 30, 2020 and September 30, 2019

 

During the first threenine months of both 2020 and 2019, 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 increase 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 2020 and 2019, 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 stablestable. As illustrated previously in "Significant Developments," 78% of the hotel portfolio is currently deferring principle and/or interest payments under COVID-19 modifications. During this third quarter, the Company classified two of these credits totaling $10.4 million as substandard. With loan to values of 22% and 47%, the loans are not considered impaired, but have been allocated qualitative factors commensurate with the associated risk. The provision for loan losses was $600,000$1.6 million for the threenine months ended March 31,September 30, 2020, compared to $175,000$535,000 provision for loan losses for the threenine months ended March 31,September 30, 2019. The increased provision for the threenine months ended March 31,September 30, 2020, compared to the same time period in 2019, was due to uncertainty in the economy as a result of the COVID-19 pandemic. As presented in the Significant Developments section, the Company began receivingreceived requests for the loan modifications as a result of business closures/curtailments from 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. 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 COVID-19 pandemic.

Total non-interest income increased by $248,000,$1.4 million, or 20.6%39.3%, for March 31,the nine months ended  September 30, 2020 compared to March 31,September 30, 2019.

For the first threenine months of 2020, fees for customer services increaseddecreased by $18,000,$138,000, or 3.4%8.1%, from the same period a year ago, driven by fewer customer transactions on deposit accounts.  Mortgage banking gains increased by $259,000$1.6 million in 2020 compared to 2019, 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 decreased by $38,000,$18,000, 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. Other sources of non-interest income increased by $9,000$1,000 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 threenine months were $5.0$14.3 million in 2020 compared to $4.8$14.9 million in 2019, an increasea decrease of $228,000$573,000 or 4.8%3.9%. During the first threenine months of 2020, expenditures for salaries and employee benefits modestly increaseddecreased by $22,000,$609,000, or 0.8%7.2%, from the similar period a year ago. In lieu of layoffs and/or furloughs during the pandemic, the Company lowered headcount through attrition. 

Occupancy and equipment increased by $73,000$148,000 mainly due to moving from a leased branch facility to a bank owned property in the first quarter of 2020. Professional fees increased by $96,000.$55,000. This is due in part to an increase in legal fees attributable mainly to loan collection efforts. All other expense categories decreased by $37,000$167,000 or 3.0%4.4%, in the aggregate. This is due in part to the opening of a new branch in the first quarter of 2019, and expenses related to moving the Company’s stock listing to NASDAQ.

 

The effective tax rate for the first threenine months was 13.1%14.6% in 2020 and 15.8%15.2% in 2019, resulting in income tax expense of $206,000$935,000 in 2020 and $396,000$966,000 in 2019. The effective rate is affected by the current rate of profitability and tax-free components of the revenue stream.


40

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)

 
  

September 30,

 
  

2020

  

2019

 
  

Balance

  

%

  

Balance

  

%

 

Provision at statutory rate

 $1,344   21.0  $1,332   21.0 

Add (Deduct) tax effects of:

                

Earnings on bank-owned life insurance-net

  (20)  (0.3)  (73)  (1.2)

Non-taxable interest income

  (325)  (5.1)  (253)  (4.0)

Low income housing tax credits

  (131)  (2.0)  (115)  (1.8)

Non-deductible expenses

  67   1.0   75   1.2 

Federal income tax expense

 $935   14.6  $966   15.2 

Analysis of Provision for Loan Losses, Non-Interest Income, Non-Interest Expense and Federal Income Tax  - Three Months Ended September 30, 2020 and September 30, 2019

For the third quarter ended September 30, 2020, charge offs and recoveries netted to zero, and for the similar period of 2019 there were net charge-offs of $24,000. Other than hotel loans, past due loans, potential problem loans, as well as loans on nonaccrual have all been stable. With the loan modifications granted relative to the CARES Act, additional qualitative factors were applied due to the uncertain outcome of these modified credits (see hotel discussion on previous page). The resulting provision for loan losses was $525,000 for the third quarter of 2020, versus $180,000 in 2019. 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 COVID-19 pandemic.

Total non-interest income increased by $538,000, or 37.7%, for the quarter ending September 30, 2020 compared to the same quarter of 2019 Mortgage banking gains increased to $1.3 million in the third quarter of 2020 from $492,000 the same quarter of 2019, an increase of $789,000 reflective of the increase in volume and margin on loan sales. Mortgage loan originations nearly doubled to $35.8 million in the quarter ended September 30, 2020 versus $16.6 million in 2019. Earnings on bank-owned life insurance increased by $4,000. Other sources of non-interest income decreased by $255,000 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 third quarter were $4.7 million in 2020 and $4.8 million in 2019, a decrease of 0.8%. During the third quarter of 2020, expenditures for salaries and employee benefits decreased by $24,000, or 0.9%, from the similar period a year ago. Full time equivalent employment averaged 152 during the third quarter of 2020 and 162 during the third quarter of 2019. The Company reduced headcount via attrition to date in 2020 in an effort to gain efficiency during the pandemic. All other expense categories decreased by $16,000, or 0.8%, in the aggregate. This latter category is subject to fluctuation due to the non-recurring nature of some of the items.

 

 

(Amounts in thousands)

 

 

March 31,

 

 

2020

 

 

2019

 

 

Balance

 

 

%

 

 

Balance

 

 

%

 

Provision at statutory rate

$

331

 

 

 

21.0

 

 

$

525

 

 

 

21.0

 

Add (Deduct) tax effects of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings on bank-owned life insurance-net

 

(16

)

 

 

(1.0

)

 

 

(32

)

 

 

(1.3

)

Non-taxable interest income

 

(98

)

 

 

(6.2

)

 

 

(75

)

 

 

(3.0

)

Low income housing tax credits

 

(35

)

 

 

(2.2

)

 

 

(39

)

 

 

(1.6

)

Non-deductible expenses

 

24

 

 

 

1.5

 

 

 

17

 

 

 

0.7

 

Federal income tax expense

$

206

 

 

 

13.1

 

 

$

396

 

 

 

15.8

 

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 $6.7$16.3 million in the first threenine months of 2020, which annualized represents 19.6%12.8% of the total combined portfolio, compared to $2.6$8.5 million, or 7.5%8.1%, 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 Certificate of Deposit Account Registry Service (CDARS®) program and the Insured Cash Sweep (ICS) program. Through CDARS®, the Bank’s customers can increase their FDIC insurance by up to $50 million through reciprocal certificate of deposit accounts and likewise through ICS, 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 March 31,September 30, 2020, the Bank had $8.1$ 5.5 million of deposits in the CDARS® program, of which none was executed as one-way buy transactions and the Bank had $14.2$15.9 million of deposits in the ICS money market program, of which none was executed as one-way buy transactions. Prospectively, for regulatory purposes, reciprocal CDARS® and ICS 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 March 31,September 30, 2020, the Bank had approximately $19.4$8.6 million available of collateral-based borrowing capacity at FHLB of Cincinnati, supplementing the $5.2$4.5 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 March 31,September 30, 2020, there was $24.2$13.2 million in outstanding balances in wholesale deposits including internet-based


deposits and the above-mentioned one-way buy funds, with access to an additional $124.2$156.9 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 March 31,September 30, 2020. Unpledged securities of $59.8$80.3 million are also available for borrowing under repurchase agreements or as additional collateral for FHLB lines of credit or to sell to generate liquidity. In early October 2020, the Company utilized a portion of its excess liquidity to pay off $8 million of advances from the FHLB. This increases availability of collateral based borrowing to $16.6 million. 

 

42

Post quarter end,

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%.

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.program and entered into the program in the third quarter of 2020.

 

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 March 31,September 30, 2020 is $7.4$10.5 million. Future dividend payments by the Bank to the Company are based upon future earnings. The Holding Company had cash of $287,000$136,000 at March 31,September 30, 2020 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 $43.1$48.6 million at March 31,September 30, 2020 compared to $20.0$20.5 million at March 31,September 30, 2019 and $27.8 million at December 31, 2019 as theThe Company strives to be fully invested, minimizing on balance sheet liquidity.liquidity, however, higher liquidity levels have been maintained during the Pandemic as a precautionary measure. 


43

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

 

(Amounts in thousands)

 

 

(Amounts in thousands)

 

March 31,

 

 

September 30,

 

2020

 

 

2019

 

 

2020

  

2019

 

Net income

$

1,371

 

 

$

2,105

 

 $5,465  $5,378 

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

 

 

 

 

 

 

 

     

Depreciation, amortization and accretion

 

595

 

 

 

532

 

 1,946  1,656 

Provision for loan losses

 

600

 

 

 

175

 

 1,575  535 
Investment securities available-for-sale (gains) losses, net (18) 44 

Originations of mortgage banking loans held for sale

 

(15,721

)

 

 

(10,975

)

 (85,612) (45,448)

Proceeds from the sale of mortgage banking loans

 

16,496

 

 

 

10,031

 

 86,715  42,673 

Mortgage banking gains, net

 

(596

)

 

 

(337

)

 (2,777) (1,173)

Earnings on bank-owned life insurance

 

(93

)

 

 

(131

)

 (278) (296)

Equity compensation

 

172

 

 

 

54

 

 361  661 

Changes in:

 

 

 

 

 

 

 

     

Deferred taxes

 

(115

)

 

 

(22

)

 (584) 156 

Other assets and liabilities

 

(553

)

 

 

(383

)

  (305)  7 

Net cash flow from operating activities

$

2,156

 

 

$

1,049

 

 $6,488  $4,193 

 

Key variations stem from: 1) In the quarternine months ended March 31,September 30, 2020 net income was $734,000 lower$87,000 higher than the same period in 2019 with provision for loan losses $425,000$1.0 million higher than the same period in 2019. 2) Loans held for saleMortgage banking activity increased by $179,000 in 2020 comparedsubstantially due to an increase of $1.3 million in 2019.historic low interest rates. 3) Equity compensation increased $118,000decreased $300,000 primarily due to lower awards occurring in the first quarter of 2020 versus second quarter of 2019. 4) Deferred tax change primarily due to larger provision for loan losses. Refer to the Consolidated Statements of Cash Flows for a summary of the sources and uses of cash for 2020 and 2019.

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.


44

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.


45

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.

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.


46

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

See Note (5) of the financial statements.

 

Item 1A. Risk Factors

 

In addition to the risk factors previously disclosed in the “Risk Factors” section included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Company has made the following updates:

  

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.

 


47

Item 2. Unregistered Sales of Equity SecuritiesSecurities 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 March 31,September 30, 2020.

 

 

 

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*

 

January

 

 

9,300

 

 

$

19.90

 

 

 

9,300

 

 

 

190,700

 

February

 

 

118,039

 

 

 

21.49

 

 

 

118,039

 

 

 

81,961

 

March

 

 

18,979

 

 

 

19.5

 

 

 

18,979

 

 

 

153,682

 

Total

 

 

146,318

 

 

$

21.13

 

 

 

146,318

 

 

 

153,682

 

 

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*

July

$153,682

August

153,682

September

153,682

Total

$153,682

*

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 a new program which allowsan increase in the Company to purchase up to 200,000number of shares or approximately 4.6% ofauthorized for repurchase under 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 terminate on December 31, 2020, or upon purchase of 300,000 shares authorized. This program will terminate on December 31, 2020,if earlier or upon purchase of 300,000 shares if earlier or at any time without prior notice (See footnote 12).

 

Item 3. Defaults upon Senior Securities—Not applicable

 

Item 4. Mine Safety Disclosures—Not applicable

 

Item 5. Other Information—Not applicable


48

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

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49


 

 

 

 

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]

 

 

 

 

 

 

 

 

 

50

 

 

 

 

Incorporated by Reference

 

Exhibit No.

Exhibit Description

Form**

Exhibit

Filing Date

Filed
Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 


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

 

08/03/15

09/18/20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*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

/A

 

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 March 31,September 30, 2020, formatted in Extensible Business Reporting Language (XBRL): (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
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)

Film number 06691632

*

Film number 06691632

*Management contract or compensatory plan or arrangement

Management contract or compensatory plan or arrangement

**

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

51


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: May 14,November 5, 2020

James M. Gasior

President and

Chief Executive Officer

(Principal Executive Officer)

 

 

/s/ David J. Lucido

 

Date: May 14,November 5, 2020

David J. Lucido

Senior Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

50

52