Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: March 31, 2009
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition from
_____
to
_____
Commission file number: 0-13814
Cortland Bancorp
(Exact name of registrant as specified in its charter)
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Ohio
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34-1451118 |
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.) |
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194 West Main Street, Cortland, Ohio
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44410 |
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(Address of principal executive offices)
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(Zip code) |
(330) 637-8040
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
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 and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated
filer and large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer o |
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Accelerated filer þ |
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Non-accelerated filer o |
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Small reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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TITLE OF CLASS
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SHARES OUTSTANDING |
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Common Stock, No Par Value
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at May 6, 2009 4,525,556 Shares |
CORTLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
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(Unaudited) |
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MARCH 31, |
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DECEMBER 31, |
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2009 |
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2008 |
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ASSETS |
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Cash and due from banks |
|
$ |
6,358 |
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|
$ |
8,394 |
|
Interest bearing deposits |
|
|
46,291 |
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|
18,449 |
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Total cash and cash equivalents |
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52,649 |
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26,843 |
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Investment securities available for sale (Note 3) |
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110,097 |
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|
121,348 |
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Investment
securities held to maturity (estimated fair value of
$63,688 at March 31, 2009 and $71,210 at December 31, 2008) (Note 3) |
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62,778 |
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70,406 |
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Total loans (Note 4) |
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236,411 |
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246,017 |
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Less allowance for loan losses (Note 4) |
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(2,585 |
) |
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(2,470 |
) |
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Net loans |
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233,826 |
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|
243,547 |
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Premises and equipment |
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7,505 |
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7,571 |
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Bank owned
life insurance |
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12,862 |
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12,748 |
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Other assets |
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13,683 |
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10,902 |
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Total assets |
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$ |
493,400 |
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$ |
493,365 |
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LIABILITIES |
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Noninterest-bearing deposits |
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$ |
56,717 |
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$ |
58,635 |
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Interest-bearing deposits |
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325,354 |
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321,318 |
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Total deposits |
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382,071 |
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379,953 |
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Federal Home Loan Bank advances |
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62,500 |
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62,500 |
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Other short term borrowings |
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6,112 |
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5,648 |
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Subordinated debt |
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5,155 |
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5,155 |
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Other liabilities |
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4,227 |
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4,081 |
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Total liabilities |
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460,065 |
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457,337 |
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SHAREHOLDERS EQUITY |
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Common stock $5.00 stated value authorized
20,000,000 shares; issued 4,728,267 in 2009 and 2008 |
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23,641 |
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|
23,641 |
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Additional paid-in capital |
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20,850 |
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|
21,078 |
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Retained earnings |
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|
5,083 |
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|
6,480 |
|
Accumulated other comprehensive loss |
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(12,646 |
) |
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|
(11,078 |
) |
Treasury
stock at cost, 202,630 at March 31, 2009 and 230,800 at December 31, 2008 |
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(3,593 |
) |
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|
(4,093 |
) |
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|
|
|
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Total shareholders equity |
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|
33,335 |
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|
36,028 |
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Total liabilities and shareholders equity |
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$ |
493,400 |
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$ |
493,365 |
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|
See accompanying notes to the unaudited consolidated financial statements
of Cortland Bancorp and Subsidiaries
2
CORTLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Amounts in thousands, except per share data)
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THREE MONTHS ENDED |
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MARCH 31, |
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2009 |
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2008 |
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INTEREST INCOME |
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Interest and fees on loans |
|
$ |
3,851 |
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$ |
3,905 |
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Interest and dividends on investment securities: |
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Taxable interest income |
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|
1,029 |
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|
1,546 |
|
Nontaxable interest income |
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|
349 |
|
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|
389 |
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Dividends |
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|
40 |
|
|
|
44 |
|
Interest on mortgage-backed securities |
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|
1,192 |
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|
1,103 |
|
Other interest income |
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|
20 |
|
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|
79 |
|
|
|
|
|
|
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Total interest income |
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6,481 |
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|
7,066 |
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INTEREST EXPENSE |
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Deposits |
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|
1,835 |
|
|
|
2,477 |
|
Borrowed funds |
|
|
703 |
|
|
|
833 |
|
Subordinated debt |
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|
43 |
|
|
|
79 |
|
|
|
|
|
|
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Total interest expense |
|
|
2,581 |
|
|
|
3,389 |
|
|
|
|
|
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Net interest income |
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|
3,900 |
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|
3,677 |
|
Provision for loan losses |
|
|
151 |
|
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|
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
|
|
3,749 |
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|
3,602 |
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OTHER INCOME |
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Fees for other customer services |
|
|
537 |
|
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|
554 |
|
Investment
securities gains net |
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|
87 |
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|
73 |
|
IMPAIRMENT
LOSSES ON INVESTMENT SECURITIES: |
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Impairment
losses on investment securities |
|
|
(10,312 |
) |
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|
Non
credit-related losses on securities not expected to be sold
recognized in other comprehensive income before tax |
|
|
6,584 |
|
|
|
|
|
|
|
|
|
|
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|
Net impairment
losses on investment securities |
|
|
(3,728 |
) |
|
|
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Gain on sale of loans net |
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|
71 |
|
|
|
10 |
|
Other real estate (losses) gains net |
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(14 |
) |
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|
51 |
|
Earnings on bank owned life insurance |
|
|
135 |
|
|
|
134 |
|
Other non-interest income |
|
|
84 |
|
|
|
49 |
|
|
|
|
|
|
|
|
Total other income |
|
|
(2,828 |
) |
|
|
871 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
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OTHER EXPENSES |
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|
|
|
|
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|
Salaries and employee benefits |
|
|
1,838 |
|
|
|
1,787 |
|
Net occupancy and equipment expense |
|
|
492 |
|
|
|
480 |
|
State and local taxes |
|
|
105 |
|
|
|
139 |
|
FDIC expense |
|
|
80 |
|
|
|
11 |
|
Bank exam and audit expense |
|
|
108 |
|
|
|
115 |
|
Office supplies |
|
|
99 |
|
|
|
94 |
|
Other operating expenses |
|
|
558 |
|
|
|
531 |
|
|
|
|
|
|
|
|
Total other expenses |
|
|
3,280 |
|
|
|
3,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) BEFORE FEDERAL INCOME TAXES |
|
|
(2,359 |
) |
|
|
1,316 |
|
|
|
|
|
|
|
|
|
|
Federal
income tax expense (benefit) |
|
|
(962 |
) |
|
|
282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS) |
|
$ |
(1,397 |
) |
|
$ |
1,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER COMMON SHARE (NOTE 6) |
|
$ |
(0.31 |
) |
|
$ |
0.23 |
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER COMMON SHARE (NOTE 6) |
|
$ |
(0.31 |
) |
|
$ |
0.23 |
|
|
|
|
|
|
|
|
CASH DIVIDENDS DECLARED PER SHARE |
|
$ |
|
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited consolidated financial statements
of Cortland Bancorp and Subsidiaries
3
CORTLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY (UNAUDITED)
(Amounts in thousands)
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ACCUMULATED |
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TOTAL |
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ADDITIONAL |
|
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OTHER |
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|
SHARE- |
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COMMON |
|
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PAID-IN |
|
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RETAINED |
|
|
COMPREHENSIVE |
|
|
TREASURY |
|
|
HOLDERS |
|
|
|
STOCK |
|
|
CAPITAL |
|
|
EARNINGS |
|
|
LOSS |
|
|
STOCK |
|
|
EQUITY |
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
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|
THREE MONTHS ENDED MARCH 31, 2008 |
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JANUARY 1, 2008 |
|
$ |
23,200 |
|
|
$ |
20,976 |
|
|
$ |
9,386 |
|
|
$ |
(94 |
) |
|
$ |
(4,644 |
) |
|
$ |
48,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cumulative effect of adjustment from adoption of
of Emerging Issues Task Force issue 06-04 |
|
|
|
|
|
|
|
|
|
|
(539 |
) |
|
|
|
|
|
|
|
|
|
|
(539 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance after cummulative effect of adjustment |
|
|
23,200 |
|
|
|
20,976 |
|
|
|
8,847 |
|
|
|
(94 |
) |
|
|
(4,644 |
) |
|
|
48,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
1,034 |
|
|
|
|
|
|
|
|
|
|
|
1,034 |
|
Other comprehensive loss,
net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on available-
for-sale securities, net of
reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,591 |
) |
|
|
|
|
|
|
(1,591 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(557 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury shares reissued |
|
|
|
|
|
|
(64 |
) |
|
|
|
|
|
|
|
|
|
|
300 |
|
|
|
236 |
|
Treasury shares purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(148 |
) |
|
|
(148 |
) |
Cash dividends declared |
|
|
|
|
|
|
|
|
|
|
(967 |
) |
|
|
|
|
|
|
|
|
|
|
(967 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT MARCH 31, 2008 |
|
$ |
23,200 |
|
|
$ |
20,912 |
|
|
$ |
8,914 |
|
|
$ |
(1,685 |
) |
|
$ |
(4,492 |
) |
|
$ |
46,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED MARCH 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JANUARY 1, 2009 |
|
$ |
23,641 |
|
|
$ |
21,078 |
|
|
$ |
6,480 |
|
|
$ |
(11,078 |
) |
|
$ |
(4,093 |
) |
|
$ |
36,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(1,397 |
) |
|
|
|
|
|
|
|
|
|
|
(1,397 |
) |
Other comprehensive loss,
net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
losses on available for-sale securities, net of reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,435 |
) |
|
|
|
|
|
|
(2,435 |
) |
Other
comprenhensive income (loss), related to securities for which other than
temporary impairment has been recognized in earnings, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
867 |
|
|
|
|
|
|
|
867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,965 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury shares reissued |
|
|
|
|
|
|
(228 |
) |
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT MARCH 31, 2009 |
|
$ |
23,641 |
|
|
$ |
20,850 |
|
|
$ |
5,083 |
|
|
$ |
(12,646 |
) |
|
$ |
(3,593 |
) |
|
$ |
33,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARCH 31, |
|
|
|
2009 |
|
|
2008 |
|
|
DISCLOSURE OF RECLASSIFICATION FOR AVAILABLE
FOR SALE SECURITY GAINS AND LOSSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding losses on
available-for-sale securities
arising during the period, net of tax |
|
$ |
(3,971 |
) |
|
$ |
(1,543 |
) |
Less: Reclassification adjustment
for net gains realized in net income, net of tax |
|
|
(2,403 |
) |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on available-
for-sale securities, net of tax |
|
$ |
(1,568 |
) |
|
$ |
(1,591 |
) |
|
|
|
|
|
|
|
See accompanying notes to the unaudited consolidated financial statements
of Cortland Bancorp and Subsidiaries
4
CORTLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
FOR THE |
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31, |
|
|
|
2009 |
|
|
2008 |
|
NET CASH FLOWS FROM OPERATING ACTIVITIES |
|
$ |
798 |
|
|
$ |
777 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchases of securities available for sale |
|
|
(137 |
) |
|
|
(6,912 |
) |
Purchases of securities held to maturity |
|
|
|
|
|
|
(20,857 |
) |
Proceeds from call, maturity and principal
payments on securities |
|
|
12,989 |
|
|
|
38,569 |
|
Net decrease ( increase) in loans made to customers |
|
|
9,402 |
|
|
|
(3,282 |
) |
Proceeds from disposition of other real estate |
|
|
|
|
|
|
190 |
|
Purchases of premises and equipment |
|
|
(100 |
) |
|
|
(484 |
) |
|
|
|
|
|
|
|
Net cash flows from investing activities |
|
|
22,154 |
|
|
|
7,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Net increase (decrease) in deposit accounts |
|
|
2,118 |
|
|
|
(5,485 |
) |
Proceeds from Federal Home Loan Bank advances |
|
|
|
|
|
|
4,000 |
|
Pay down of Federal Home Loan Bank borrowings |
|
|
|
|
|
|
|
|
Net increase (decrease) in short term borrowings |
|
|
464 |
|
|
|
(1,453 |
) |
Dividends paid |
|
|
|
|
|
|
(967 |
) |
Purchases of treasury stock |
|
|
|
|
|
|
(148 |
) |
Treasury shares reissued |
|
|
272 |
|
|
|
236 |
|
|
|
|
|
|
|
|
Net cash flows from financing activities |
|
|
2,854 |
|
|
|
(3,817 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
25,806 |
|
|
|
4,184 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
26,843 |
|
|
|
9,441 |
|
|
|
|
|
|
|
|
End of period |
|
$ |
52,649 |
|
|
$ |
13,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
2,626 |
|
|
$ |
3,426 |
|
Income taxes paid |
|
$ |
|
|
|
$ |
|
|
See accompanying notes to the unaudited consolidated financial statements
of Cortland Bancorp and Subsidiaries
5
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
1.) Basis of Presentation:
The accompanying unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States (U.S.GAAP) for interim
financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by generally
accepted accounting principles 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 months ended March 31, 2009 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2009.
These interim unaudited consolidated financial statements should be read in conjunction with our
annual audited financial statements as of December 31, 2008, included in our Form 10-K for the year
ended December 31, 2008, filed with the United States Securities and Exchange Commission. The
accompanying consolidated balance sheet at December 31, 2008, has been derived from the audited
consolidated balance sheet but does not include all of the information and footnotes required by
U.S. GAAP for complete financial statements.
2.) Reclassifications:
Certain items contained in the 2008 financial statements have been reclassified to conform to
the presentation for 2009. Such reclassifications had no effect on the net results of operations.
3.) Investment Securities:
Securities classified as held to maturity are those that management has the positive intent
and ability to hold to maturity. Securities held to maturity are stated at cost, adjusted for
amortization of premiums and accretion of discounts, with such amortization or accretion included
in interest income.
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 available for sale are carried at fair value using the specific identification
method. Changes in the unrealized gains and losses on available for sale securities are recorded
net of tax effect as a component of comprehensive income.
Trading securities are principally held with the intention of selling in the near term.
Trading securities are carried at fair value with changes in fair value reported in the
Consolidated Statements of Income (unaudited).
Securities are evaluated periodically to determine whether a decline
in their value is other-than-temporary. Management utilizes criteria
such as the magnitude and duration of the decline, in addition to 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 is permanent, but indicates that the prospect for a near-term
recovery of value is not necessarily favorable, or that there is a
lack of evidence to support a realizable value equal to or greater
than the carrying value of the investment. Once a decline in value is
determined to be other-than-temporary, the value of the security is
reduced and a corresponding charge to earnings is recognized.
6
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
Realized gains or losses on dispositions are based on net proceeds and the adjusted carrying
amount of securities sold, or called using the specific identification method. The table below
sets forth the proceeds and gains or losses realized on securities sold or called for the period
ended:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Proceeds on securities sold |
|
None |
|
|
None |
|
Gross realized gains |
|
None |
|
|
None |
|
Gross realized losses |
|
None |
|
|
None |
|
|
|
|
|
|
|
|
|
|
Proceeds on securities called |
|
$ |
7,804 |
|
|
$ |
25,411 |
|
Gross realized gains |
|
|
87 |
|
|
|
73 |
|
Gross realized losses |
|
None |
|
|
None |
|
Securities available for sale, carried at fair value, totaled $110,097 at March 31, 2009 and
$121,348 at December 31, 2008 representing 63.69% and 63.28%, respectively, of all investment
securities. These levels provide an adequate level of liquidity in managements opinion.
Investment securities with a carrying value of approximately $107,059 at March 31, 2009 and
$104,162 at December 31, 2008 were pledged to secure deposits and for other purposes.
7
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The amortized cost and estimated fair value of debt securities at March 31, 2009, by
contractual maturity, are shown below. Expected maturities may differ from contractual maturities
because borrowers have the right to call or prepay certain obligations with or without call or
prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
AMORTIZED |
|
|
ESTIMATED |
|
|
|
COST |
|
|
FAIR VALUE |
|
|
|
|
|
|
|
|
|
|
Investment securities
available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one
year or less |
|
$ |
1,000 |
|
|
$ |
1,003 |
|
Due after one year
through five years |
|
|
4,141 |
|
|
|
4,261 |
|
Due after five years
through ten years |
|
|
2,387 |
|
|
|
2,506 |
|
Due after ten years |
|
|
42,188 |
|
|
|
19,994 |
|
|
|
|
|
|
|
|
|
|
|
49,716 |
|
|
|
27,764 |
|
Mortgage-backed securities |
|
|
75,792 |
|
|
|
78,584 |
|
|
|
|
|
|
|
|
Total |
|
$ |
125,508 |
|
|
$ |
106,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMORTIZED |
|
|
ESTIMATED |
|
|
|
COST |
|
|
FAIR VALUE |
|
|
Investment securities
held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
18,358 |
|
|
$ |
18,444 |
|
Due after one year
through five years |
|
|
2,838 |
|
|
|
2,928 |
|
Due after five years
through ten years |
|
|
8,828 |
|
|
|
8,974 |
|
Due after ten years |
|
|
18,880 |
|
|
|
19,601 |
|
|
|
|
|
|
|
|
|
|
|
48,904 |
|
|
|
49,947 |
|
Mortgage-backed securities |
|
|
13,874 |
|
|
|
13,741 |
|
|
|
|
|
|
|
|
Total |
|
$ |
62,778 |
|
|
$ |
63,688 |
|
|
|
|
|
|
|
|
8
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The amortized cost and estimated fair value of investment securities available for sale and
investment securities held to maturity as of March 31, 2009, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS |
|
|
GROSS |
|
|
ESTIMATED |
|
|
|
AMORTIZED |
|
|
UNREALIZED |
|
|
UNREALIZED |
|
|
FAIR |
|
|
|
COST |
|
|
GAINS |
|
|
LOSSES |
|
|
VALUE |
|
|
Investment securities
available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government
agencies and
corporations |
|
$ |
10,336 |
|
|
$ |
563 |
|
|
$ |
|
|
|
$ |
10,899 |
|
Obligations of states
and political
subdivisions |
|
|
7,283 |
|
|
|
313 |
|
|
|
45 |
|
|
|
7,551 |
|
Mortgage-backed and
related securities |
|
|
75,792 |
|
|
|
2,853 |
|
|
|
61 |
|
|
|
78,584 |
|
Trust
preferred pools/collateralized debt obligations |
|
|
30,995 |
|
|
|
|
|
|
|
22,783 |
|
|
|
8,212 |
|
Corporate securities |
|
|
1,102 |
|
|
|
|
|
|
|
|
|
|
|
1,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
125,508 |
|
|
|
3,729 |
|
|
|
22,889 |
|
|
|
106,348 |
|
Other securities |
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available
for sale |
|
$ |
129,257 |
|
|
$ |
3,729 |
|
|
$ |
22,889 |
|
|
$ |
110,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS |
|
|
GROSS |
|
|
ESTIMATED |
|
|
|
AMORTIZED |
|
|
UNREALIZED |
|
|
UNREALIZED |
|
|
FAIR |
|
|
|
COST |
|
|
GAINS |
|
|
LOSSES |
|
|
VALUE |
|
|
Investment securities
held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
Securities |
|
$ |
133 |
|
|
$ |
18 |
|
|
$ |
|
|
|
$ |
151 |
|
U.S. Government
agencies and
corporations |
|
|
27,413 |
|
|
|
358 |
|
|
|
|
|
|
|
27,771 |
|
Obligations of states
and political
subdivisions |
|
|
21,358 |
|
|
|
713 |
|
|
|
46 |
|
|
|
22,025 |
|
Mortgage-backed and
related securities |
|
|
13,874 |
|
|
|
346 |
|
|
|
479 |
|
|
|
13,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to
maturity |
|
$ |
62,778 |
|
|
$ |
1,435 |
|
|
$ |
525 |
|
|
$ |
63,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following provides a summary of the amortized cost and estimated fair value of investment
securities available for sale and investment securities held to maturity as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS |
|
|
GROSS |
|
|
ESTIMATED |
|
|
|
AMORTIZED |
|
|
UNREALIZED |
|
|
UNREALIZED |
|
|
FAIR |
|
|
|
COST |
|
|
GAINS |
|
|
LOSSES |
|
|
VALUE |
|
|
Investment securities
available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government
agencies and
corporations |
|
$ |
11,314 |
|
|
$ |
561 |
|
|
$ |
|
|
|
$ |
11,875 |
|
Obligations of states
and political
subdivisions |
|
|
7,293 |
|
|
|
289 |
|
|
|
84 |
|
|
|
7,498 |
|
Mortgage-backed and
related securities |
|
|
80,073 |
|
|
|
2,067 |
|
|
|
162 |
|
|
|
81,978 |
|
Trust
preferred pools/collateralized debt obligations |
|
|
34,600 |
|
|
|
6 |
|
|
|
19,460 |
|
|
|
15,146 |
|
Corporate securities |
|
|
1,102 |
|
|
|
|
|
|
|
|
|
|
|
1,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
134,382 |
|
|
|
2,923 |
|
|
|
19,706 |
|
|
|
117,599 |
|
Other securities |
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available
for sale |
|
$ |
138,131 |
|
|
$ |
2,923 |
|
|
$ |
19,706 |
|
|
$ |
121,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS |
|
|
GROSS |
|
|
ESTIMATED |
|
|
|
AMORTIZED |
|
|
UNREALIZED |
|
|
UNREALIZED |
|
|
FAIR |
|
|
|
COST |
|
|
GAINS |
|
|
LOSSES |
|
|
VALUE |
|
|
Investment securities
held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
Securities |
|
$ |
134 |
|
|
$ |
18 |
|
|
$ |
|
|
|
$ |
152 |
|
U.S. Government
agencies and
corporations |
|
|
32,894 |
|
|
|
407 |
|
|
|
50 |
|
|
|
33,251 |
|
Obligations of states
and political
subdivisions |
|
|
22,626 |
|
|
|
726 |
|
|
|
49 |
|
|
|
23,303 |
|
Mortgage-backed and
related securities |
|
|
14,752 |
|
|
|
265 |
|
|
|
513 |
|
|
|
14,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to
maturity |
|
$ |
70,406 |
|
|
$ |
1,416 |
|
|
$ |
612 |
|
|
$ |
71,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The following is a summary of the fair value of securities with unrealized losses and an aging of
those unrealized losses at March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
Obligations of states and
political subdivisions |
|
$ |
2,109 |
|
|
$ |
64 |
|
|
$ |
841 |
|
|
$ |
27 |
|
|
$ |
2,950 |
|
|
$ |
91 |
|
Mortgage-backed and related
securities |
|
|
431 |
|
|
|
13 |
|
|
|
3,987 |
|
|
|
527 |
|
|
|
4,418 |
|
|
|
540 |
|
Trust
preferred pools/collateralized
debt obligations |
|
|
898 |
|
|
|
350 |
|
|
|
7,314 |
|
|
|
22,433 |
|
|
|
8,212 |
|
|
|
22,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,438 |
|
|
$ |
427 |
|
|
$ |
12,142 |
|
|
$ |
22,987 |
|
|
$ |
15,580 |
|
|
$ |
23,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table represents 79 investment securities where the current value is less than the
related amortized cost.
The following is a summary of the fair value of securities with unrealized losses and an aging of
those unrealized losses at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
U.S.
Government agencies and
corporations. |
|
$ |
3,947 |
|
|
$ |
50 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,947 |
|
|
$ |
50 |
|
Obligations of states and
political subdivisions |
|
|
2,906 |
|
|
|
105 |
|
|
|
370 |
|
|
|
28 |
|
|
|
3,276 |
|
|
|
133 |
|
Mortgage-backed and related
securities |
|
|
7,046 |
|
|
|
526 |
|
|
|
12,098 |
|
|
|
149 |
|
|
|
19,144 |
|
|
|
675 |
|
Trust
preferred pools/collateralized
debt obligations |
|
|
2,737 |
|
|
|
1,944 |
|
|
|
12,199 |
|
|
|
17,516 |
|
|
|
14,936 |
|
|
|
19,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
16,636 |
|
|
$ |
2,625 |
|
|
$ |
24,667 |
|
|
$ |
17,693 |
|
|
$ |
41,303 |
|
|
$ |
20,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table represents 135 investment securities where the current value is less than
the related amortized cost.
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 were recognized during the first quarter 2009 according to FSP FAS
115-2 and FAS 124-2 issued by the FASB on April 9, 2009. This new guidance requires that
credit-related OTTI be recognized in earnings while noncredit-related OTTI on securities not
expected to be sold is recognized in other comprehensive income (loss) (OCI). The credit-related
OTTI recognized in earnings during the first quarter 2009 related to securities newly deemed other
than temporarily impaired. The credit-related OTTI recognized during
the first quarter 2009 was
$3.7 million and was solely related to available-for-sale
securities newly having a book value of $11.5 million. Noncredit-related OTTI on these
securities, which are not expected to be sold, was $6.6 million and was recognized in OCI during
the first quarter 2009.
The unrealized losses on the Companys investment in U.S. Government agencies and
corporations, obligations, of states and political subdivisions, and mortgage-backed and related
securities were caused by changes in market rates and related spreads, as well as reflecting
current distressed conditions in the credit markets and the markets on-going reassessment of
appropriate liquidity and risk premiums. It is expected that the securities would not be settled at
a price less than the amortized cost of the Companys investment because the decline in market
value is attributable to changes in interest rates and relative spreads and not credit quality, and
because the Company does not intend to sell those investments and it
is not more likely than not that the Company will be required to
sell the investments before recovery of its amortized cost basis less
any current-period credit loss. The Company does not consider those investments to be
other-than-temporarily impaired at March 31, 2009.
The unrealized loss on investments in corporate securities relates to Collateralized
Debt Obligations, (CDOS), representing pools of trust preferred debt primarily issued by bank
holding companies and insurance companies. The net unrealized loss on these securities at March 31,
2009 was $22,783 as compared to a $19,454 loss at December 31, 2008. At March 31, 2009, the
Company recognized $3,728 of other-than-temporary losses attributable to six CDOs with a cost
basis of $11,539. The impairment charges were recognized after
determining the likely future cash flows
of these securities had been adversely impacted from the previous quarter.
During September 2008, the U.S. government placed mortgage finance companies Federal National
Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC), under
conservatorship, giving management control to their regulator, the Federal Housing Finance Agency,
or FHFA, and providing both companies with access to credit from the U.S. Treasury. Debt
obligations now provide an explicit guarantee of the full faith and credit of the United States
government to existing and future debt holders of Fannie Mae and Freddie Mac limited to the period
under which they are under conservatorship.
In response to the takeover, the Federal Deposit Insurance Corporation tentatively approved a
rule, proposed by all four federal bank regulators, that eases capital requirements for federally
insured depository institutions that hold FNMA and FHLMC corporate debt, subordinated debt,
mortgage guarantees and derivatives.
Adversely affected by these actions were the value of the common stock and preferred stock of
both FNMA and FHLMC. Neither the Company nor its bank subsidiary owned any common or preferred
shares of either FNMA or FHLMC.
10
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
4.) Concentration of Credit Risk and Off Balance Sheet Risk:
The Company currently does not enter into derivative financial instruments including futures,
forwards, interest rate risk swaps, option contracts, or other financial instruments with similar
characteristics. The Company also does not participate in any partnerships that might give rise to
off-balance sheet liabilities.
The Company, through its subsidiary 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 balance sheet. The contract or notional amounts of 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 Companys 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 managements credit evaluation.
|
|
|
|
|
|
|
|
|
|
|
CONTRACT OR |
|
|
|
NOTIONAL AMOUNT |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Financial instruments whose contract
amount represents credit risk: |
|
|
|
|
|
|
|
|
Commitments to extend credit: |
|
|
|
|
|
|
|
|
Fixed rate |
|
$ |
1,809 |
|
|
$ |
1,301 |
|
Variable |
|
|
33,176 |
|
|
|
35,699 |
|
Standby letters of credit |
|
|
873 |
|
|
|
850 |
|
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 Companys subsidiary bank to guarantee
the performance of a customer to a third party. Since many of these commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily represent future
cash requirements. The Bank evaluates each customers creditworthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is
based on managements credit evaluation of the counterparty. Collateral held varies but may
include accounts receivable, inventory, property, plant and equipment and income producing
commercial properties.
The Companys subsidiary bank also offers limited overdraft protection as a non-contractual
courtesy which is available to demand deposit accounts in good standing for business, personal or
household use. The Company reserves the right to discontinue this service without prior notice.
The available amount of overdraft protection on depositors accounts not included in the table
above at March 31, 2009 totaled $11,625 and $11,536 at December 31, 2008. The total average daily
balance of overdrafts used in 2009 was $130 and $161 in 2008, or approximately 1.1% of the total
aggregate overdraft protection available to depositors at March 31, 2009 and 1.4% at December 31,
2008.
11
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The Company, through its subsidiary bank, grants residential, consumer and commercial loans,
and also offers a variety of saving plans to customers located primarily in Northeast Ohio and
Western Pennsylvania. The following represents the composition of the loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
1-4 family residential mortgages |
|
|
28.0 |
% |
|
|
28.1 |
% |
Commercial mortgages |
|
|
55.4 |
% |
|
|
52.3 |
% |
Consumer loans |
|
|
3.4 |
% |
|
|
3.3 |
% |
Commercial loans |
|
|
7.8 |
% |
|
|
11.3 |
% |
Home equity loans |
|
|
5.4 |
% |
|
|
5.0 |
% |
There are $418 in mortgage loans held for sale included in 1-4 family residential mortgages as
of March 31, 2009, and $236 at December 31, 2008. These loans are carried, in the aggregate, at the
lower of cost or estimated market value based on secondary market prices.
The following table sets forth the aggregate balance of underperforming loans for each of the
following categories at March 31, 2009 and December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Loans accounted for on a
non-accrual basis |
|
$ |
693 |
|
|
$ |
858 |
|
|
|
|
|
|
|
|
|
|
Loans contractually past due
90 days or more as to
interest or principal
payments (not included in
non-accrual loans above) |
|
NONE |
|
|
NONE |
|
|
|
|
|
|
|
|
|
|
Loans considered troubled debt
restructurings (not included
in non-accrual loans or loans
contractually past due above) |
|
|
412 |
|
|
|
432 |
|
12
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The following shows the amounts of contractual interest income and interest income actually
reflected in income on loans accounted for on a non-accrual basis and loans considered troubled
debt restructuring for the three months ended March 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
Gross interest income that would have been recorded
if the loans had been current in accordance with
their original terms (contractual interest income) |
|
$ |
23 |
|
|
$ |
52 |
|
Interest income actually included in income on the loans |
|
|
9 |
|
|
|
5 |
|
A loan is placed on a non-accrual basis whenever sufficient information is received to
question the collectibility of the loan or any time legal proceedings are initiated involving a
loan. When a loan is placed on non-accrual status, any interest that has been accrued and not
collected on the loan is charged against earnings. Cash payments received while a loan is
classified as non-accrual are recorded as a reduction to principal or reported as interest income
according to managements judgment as to collectibility of principal.
A loan is returned to accrual status when either all of the principal and interest amounts
contractually due are brought current and future payments are, in managements opinion,
collectible, or when it otherwise becomes well secured and in the process of collection. When a
loan is charged-off, any interest accrued but not collected on the loan is charged against
earnings.
Loans are considered impaired when, based on current information and events, it is probable
the Company will be unable to collect all amounts due in accordance with the original contractual
terms of the loan agreement, including scheduled principal and interest payments. If a loan is
impaired, a specific valuation allowance is allocated, if necessary. Impaired loans are generally
included in non-accrual loans. Management does not individually evaluate certain smaller balance
loans for impairment as such loans are evaluated on an aggregate basis. These loans include 1 4
family, consumer and home equity loans. Impaired loans were evaluated using the fair value of
collateral as the measurement method. Impaired loans, or portions thereof, are charged off when
deemed uncollectible.
Impaired loans were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Balance of impaired loans with no allocated allowance |
|
$ |
937 |
|
|
$ |
483 |
|
Balance of impaired loans with an allocated allowance |
|
|
636 |
|
|
|
441 |
|
|
|
|
|
|
|
|
Total recorded investment in impaired loans |
|
$ |
1,573 |
|
|
$ |
924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of the allowance allocated to impaired loans |
|
$ |
341 |
|
|
$ |
262 |
|
|
|
|
|
|
|
|
Average balance of impaired loans |
|
$ |
1,064 |
|
|
$ |
1,489 |
|
|
|
|
|
|
|
|
The impaired loans included in the table above were primarily comprised of collateral
dependent commercial loans. Interest income recognized on these loans subsequent to their
classification as impaired was $7 for the three months ended March 31, 2009 and $37 for the twelve
months ended December 31, 2008.
Loans in the amount of $25,532 as of March 31, 2009, and $27,499 as of December 31, 2008 were
not included in any of the above categories and were not currently considered impaired, but which
can be considered to be potential problem loans.
Any loans classified for regulatory purposes as loss, doubtful, substandard, or special
mention that have not been disclosed above either do not (i) represent or result from trends or
uncertainties which management reasonably expects will materially impact future operating results,
liquidity, or capital resources, or (ii) represent material credits about which management is aware
of any information which causes management to have serious doubts as to the ability of such
borrowers to comply with the loan repayment terms.
13
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The following is an analysis of the allowance for loan losses for the periods ended March 31,
2009 and March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
2,470 |
|
|
$ |
1,621 |
|
Loan charge-offs: |
|
|
|
|
|
|
|
|
1 4 family residential mortgages |
|
|
7 |
|
|
|
140 |
|
Commercial mortgages |
|
|
|
|
|
|
31 |
|
Consumer loans and other loans |
|
|
57 |
|
|
|
56 |
|
Commercial loans |
|
|
2 |
|
|
|
1 |
|
Home equity loans |
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
245 |
|
|
|
|
|
|
|
|
|
|
Recoveries on previous loan losses |
|
|
|
|
|
|
|
|
1 4 family residential mortgages |
|
|
|
|
|
|
|
|
Commercial mortgages |
|
|
1 |
|
|
|
1 |
|
Consumer loans and other loans |
|
|
29 |
|
|
|
34 |
|
Commercial loans |
|
|
|
|
|
|
|
|
Home equity loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
35 |
|
Net charge-offs |
|
|
(36 |
) |
|
|
(210 |
) |
Provision charged to operations |
|
|
151 |
|
|
|
75 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
2,585 |
|
|
$ |
1,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of annualized net charge-offs
to average loans outstanding |
|
|
0.06 |
% |
|
|
0.38 |
% |
|
|
|
|
|
|
|
For each of the periods presented above, the provision for loan losses charged to operations
is based on managements judgment after taking into consideration all known factors connected with
the collectibility of the existing portfolio. Management evaluates the portfolio in light of
economic conditions, changes in the nature and volume of the portfolio, industry standards and
other relevant factors. Specific factors considered by management in determining the amounts
charged to operations include previous loan loss experience; the status of past due interest and
principal payments; the quality of financial information supplied by customers; the cash flow
coverage and trends evidenced by financial information supplied by customers; the nature and
estimated value of any collateral supporting specific loan credits; risk classifications determined
by the Companys loan review systems or as the result of the regulatory examination process; and
general economic conditions in the lending area of the Companys bank subsidiary. Key risk factors
and assumptions are systematically updated to reflect actual experience and changing circumstances.
The Company maintains an allowance for losses on unfunded commercial lending commitments to
provide for the risk of loss inherent in these arrangements. The allowance is computed using a
methodology similar to that used to determine the allowance for loan losses. This allowance is
reported as a liability on the balance sheet within accrued expenses and other liabilities, while
the corresponding provision for these losses is recorded as a component of other expense.
Certain asset-specific loans are evaluated individually for impairment, based on managements
best estimate of discounted cash repayments and the anticipated proceeds from liquidating
collateral. The actual timing and amount of repayments and the ultimate realizable value of the
collateral may differ from managements estimates.
The expected loss for certain other commercial credits utilizes internal risk ratings. These
loss estimates are sensitive to changes in the customers risk profile, the realizable value of
collateral, other risk factors and the related loss
experience of other credits of similar risk. Consumer credits generally employ statistical loss
factors, adjusted for other risk indicators, applied to pools of similar loans stratified by asset
type. These loss estimates are sensitive to changes in delinquency status and shifts in the
aggregate risk profile.
14
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
5.) Legal Proceedings:
The Bank 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:
The following table sets forth the computation of basic earnings per common share and diluted
earnings per common share. Basic earnings per share is computed by dividing net income by the
weighted average number of shares outstanding during the applicable period.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net Income
(loss) |
|
$ |
(1,397 |
) |
|
$ |
1,034 |
|
Weighted average common
shares outstanding* |
|
|
4,525,326 |
|
|
|
4,489,630 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share* |
|
$ |
(0.31 |
) |
|
$ |
0.23 |
|
Diluted earnings per share* |
|
$ |
(0.31 |
) |
|
$ |
0.23 |
|
Dividends declared per share* |
|
$ |
0.00 |
|
|
$ |
0.21 |
|
|
|
|
* |
|
Average shares outstanding and the resulting per share amounts have been restated to give
retroactive effect to the two 1% stock dividends in 2009. |
7.) Stock Repurchase Program
On February 27, 2007, the Companys Board of Directors approved a Stock Repurchase Program
which permitted the Company to repurchase up to 100,000 shares of its outstanding common shares in
the over-the-counter market or in privately negotiated transactions in accordance with applicable
regulations of the Securities and Exchange Commission. Based on the value of the Companys stock on
February 27, 2007, the commitment to repurchase the stock over the program was approximately
$1,715.
On August 14, 2007, the Companys Board of Directors authorized the repurchase of up to an
additional 100,000 shares of its outstanding common shares in over-the-counter market or in
privately negotiated transactions. Based on the value of the Companys stock on August 14, 2007,
the commitment to repurchase these additional shares over the program was approximately $1,635.
On November 27, 2007, the Companys Board of Directors increased to 300,000 shares the size of
its current stock buyback program by authorizing the repurchase of up to an additional 100,000
shares of its outstanding common shares in the over-the-counter market or in privately negotiated
transactions. Based on the value of the Companys stock on November 27, 2007, the commitment to
repurchase these additional shares over the program was approximately $1,375.
The repurchase program terminated on February 28, 2009. Repurchased shares are designated as
treasury shares, available for general corporate purposes, including possible use in connection
with the Companys dividend reinvestment program, employee benefit plans, acquisitions or other
distributions. Under the program the Company repurchased 205,986 shares in 2007, 51,817 shares in
2008 and none in 2009. The Company reissued 28,170 shares to existing shareholders through its
dividend reinvestment program during 2009, net of repurchased fractional shares.
15
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
8.) Subordinated Debt
In July 2007 a trust formed by the Company issued $5,000 of floating rate trust preferred
securities as part of a pooled offering of such securities due December 2037. The Bancorp owns all
$155 of the common securities related to this trust. The Company issued subordinated debentures to
the trust at an interest rate that floats quarterly at the 3-month Libor rate plus 1.45% in
exchange for the proceeds of the trust preferred offering. The debentures constitute the assets of
this trust. The Company may redeem the subordinated debentures, in whole or in part, at a premium
declining ratably to par in September 2012.
In
accordance with FASB Interpretation No.46, as revised in December 2003, the trust is not
consolidated with the Companys 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 Companys capital
adequacy.
9.) Fair Value Measurements (SFAS No. 157)
Effective January 1, 2008, the Company adopted the provisions of FAS No. 157, Fair Value
Measurements, for financial assets and financial liabilities. FAS No. 157 provides enhanced
guidance for using fair value to measure assets and liabilities. The standard applies whenever
other standards require or permit assets or liabilities to be measured at fair value. The standard
does not expand the use of fair value in any new circumstances. The FASB issued Staff Position No.
157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting
Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or
Measurement under Statement 13, which removed leasing transactions accounted for under FAS No. 13
and related guidance from the scope of FAS No. 157. On April 9, 2009, the Financial Accounting Standards Board (FASB)
issued FASB Staff Position No. 157-4 (FSP 157-4), Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly, which the
Company elected to early adopt this FSP and the results have been
applied on the financial statements and disclosures herein, without a
material impact on the consolidated financial statements. FSP 157-4 provides guidance for determining fair value if there has been a significant
decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In that
circumstance, transactions or quoted prices may not be determinative of fair value. Significant adjustments may be necessary to quoted
prices or alternative valuation techniques may be required in order to determine the fair value of the asset or liability under current
market conditions. The adoption of FSP 157-4 resulted in the use of valuation techniques other than quoted prices for the valuation of
the Companys collateralized debt obligations.
FAS No. 157 establishes a hierarchal disclosure framework associated with the level of pricing
observability utilized in measuring assets and liabilities at fair value. The three broad levels
defined by FAS No. 157 hierarchy are as follows:
Level 1: Quoted prices are available in active markets for identical assets or liabilities as of
the reported date.
Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly
or indirectly observable as of the reported date. The nature of these assets and liabilities
include items for which quoted prices are available but which trade less frequently, and items that
are fair valued using other financial instruments, the parameters of which can be directly
observed.
Level 3: Assets and liabilities that have little to no pricing observability as of the reported
date. These items do not have two-way markets and are measured using managements best estimate of
fair value, where inputs into the determination of fair value require significant management
judgment or estimation.
16
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The
following tables presents the assets reported on the consolidated statements of financial
condition at their fair value as of March 31, 2009 and
December 31, 2008 by level within the fair value hierarchy. As
required by SFAS No. 157, financial assets and liabilities are classified in their entirety based
on the lowest level of input that is significant to the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at 3/31/09 Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
Description |
|
03/31/09 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale Securities |
|
$ |
106,348 |
|
|
None |
|
|
$ |
97,034 |
|
|
$ |
9,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
Value Measurements at 12/31/08 Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
Description |
|
12/31/08 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale Securities |
|
$ |
117,599 |
|
|
None |
|
|
$ |
101,351 |
|
|
$ |
16,248 |
|
The
following table presents the changes in the Level 3 fair-value category for the three
months ended March 31, 2009. The Company classifies financial instruments in Level 3 of the
fair-value hierarchy when there is reliance on at least one significant unobservable input to the
valuation model. In addition to these unobservable inputs, the valuation models for Level 3
financial instruments typically also rely on a number of inputs that are readily observable either
directly or indirectly.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
losses |
|
|
|
|
|
|
|
Net realized/ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in net |
|
|
|
|
|
|
|
Unrealized gains/ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income for the |
|
|
|
|
|
|
|
(losses) included in |
|
|
Transfers |
|
|
Purchases |
|
|
|
|
|
|
period relating |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
in and/or |
|
|
issuances |
|
|
|
|
|
|
to assets held at |
|
|
|
January 1, |
|
|
Noninterest |
|
|
Comprehensive |
|
|
out of |
|
|
and |
|
|
March 31, |
|
|
March 31, |
|
|
|
2009 |
|
|
Income |
|
|
Income |
|
|
Level 3 |
|
|
settlements |
|
|
2009 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
Available for sale |
|
$ |
16,248 |
|
|
$ |
(3,728 |
) |
|
$ |
(3,206 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
9,314 |
|
|
$ |
(3,728 |
) |
On September 30, 2008, the Company changed its valuation technique for pooled trust preferred
holdings available-for-sale. Previously, the Company relied on prices compiled by third party
vendors using observable market data (Level 2) to determine the values of these securities.
However, SFAS 157 assumes that fair values of financial assets are determined in an orderly
transaction and not a forced liquidation or distressed sale at the measurement date. Based on
financial market conditions at September 30, 2008, the Company concluded that the fair values
obtained from third party vendors reflected forced liquidation or distressed sales for these trust
preferred securities. Therefore, the Company estimated fair value based on a discounted cash flow
methodology using appropriately adjusted discount rates reflecting nonperformance and liquidity
risks. The change in the valuation technique for these trust preferred securities resulted in a
transfer of these securities into Level 3 financial assets.
The Company conducts other-than-temporary impairment analysis on a quarterly basis. The
initial indication of other-than-temporary impairment for both debt and equity securities is a
decline in the market value below the amount recorded for an investment. A decline in value that is
considered to be other-than-temporary is recorded as a loss within non-interest income in the
consolidated statement of income. In determining whether an impairment is other than temporary,
the Company considers a number of factors, including, but not limited to, the length of time and
extent to which the market value has been less than cost, recent events specific to the issuer,
including investment downgrades by rating agencies and economic conditions of its industry, and the
Companys intent and ability to retain the security for a period of time sufficient to allow for a
recovery in market value or maturity. Among the factors that are considered in determining the
Companys intent and ability is a review of its capital adequacy, interest rate risk position and
liquidity.
The Company also considers the issuers financial condition, capital strength and near-term
prospects. In addition, for debt securities the Company considers the cause
of the price decline (general level of interest rates and industry- and issuer-specific factors),
current ability to make future payments in a timely manner and the issuers ability to service
debt. The assessment of a securitys ability to recover any decline in market value, the ability of
the issuer to meet contractual obligations and the Companys intent and ability to retain the
security require considerable judgment.
17
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
Certain of the corporate debt securities are accounted for under EITF 99-20, Recognition of
Interest Income and Impairment on Purchased Beneficial Interests that Continue to Be Held by a
Transferor in Securitized Financial Assets. For investments within the scope of EITF 99-20 at
acquisition, the Company evaluates current available information in estimating the future cash
flows of these securities and determines whether there have been favorable or adverse changes in
estimated cash
flows from the cash flows previously projected. The Company considers the structure and term of the
pool and the financial condition of the underlying issuers.
Specifically, the evaluation incorporates factors such as interest rates and appropriate risk
premiums, the timing and amount of interest and principal payments and the allocation of payments
to the various note classes. Current estimates of cash flows are based on the most recent trustee
reports, announcements of deferrals or defaults, expected future default rates and other relevant
market information.
The Company
owns 32 collateralized debt obligation securities (CDO) totaling $35,110 (par value) that are backed by
trust preferred securities issued by banks, thrifts, insurance companies and real estate investment
trusts. These securities were all rated investment grade at
inception.
During the second half of 2008 and the first quarter of
2009, factors outside the Companys control impacted the fair
value of these securities and will likely continue to do so for the
foreseeable future. These factors include but are not limited to:
guidance on fair value accounting, issuer credit deterioration,
issuer deferral and default rates, potential failure or government
seizure of underlying financial institutions or insurance companies,
ratings agency actions, regulatory actions. As a result of changes in
these and various other factors during the first quarter 2009,
Moodys Investors Service, Fitch Ratings and Standards and Poors
downgraded multiple CDO securities, including securities held by the
Company. Thirty-one of the CDO securities held by the Company are now
considered to be below investment grade, with one security still
rated investment grade. The deteriorating economic, credit and
financial conditions experienced in 2008 and 2009 have resulted in
illiquid and inactive financial markets and severely depressed prices
for these securities.
The Company analyzed the cash flow characteristics of these
securities within the scope of EITF 99-20. The Company determined
that for 26 of these securities, it does not intend to sell
the securities and it is not more likely than not that the Company
will be required to sell the securities before recovery of its
amortized cost basis. It was determined that there was no adverse
change in the cash flows for these 26 securities. The Company
does not consider the investment in these assets to be
other-than-temporarily impaired at March 31, 2009. However, there is
a risk that subsequent evaluations could result in recognition of
other-than-temporary impairment charges in the future. Upon completion of
the March 31, 2009 analysis, our model indicated
other-than-temporary impairment on the remaining six securities, all of which experienced additional defaults or deferrals during the period. These six
securities had other-than-temporary impairment losses of $10.3 million, of which $3.7 million was
recorded as expense and $6.6 million was recorded in other comprehensive income. These six
securities remained classified as available for sale at
March 31, 2009, and together, the 32 securities subjected to EITF 99-20 accounted for $22.8 million of the unrealized loss in the
trust preferred pools/collateralized debt obligations category at March 31, 2009.
The following table details the six debt securities with other-than-temporary impairment,
their credit ratings at March 31, 2009 and the related losses recognized in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alesco Preferred |
|
|
|
|
|
|
|
|
|
PreTSL II |
|
|
|
|
|
|
PreTSL |
|
|
|
|
|
|
Funding VIII |
|
|
Tropic CDO V |
|
|
|
|
|
|
Mezzanine |
|
|
PreTSL |
|
|
XVI D |
|
|
PreTSL |
|
|
Class E Notes 1 |
|
|
Class B-1L |
|
|
|
|
|
|
Moodys |
|
|
VIII B-3 |
|
|
Fitch |
|
|
XVI D |
|
|
Moodys |
|
|
Moodys |
|
|
|
|
|
|
Rated
Ca |
|
|
Rated Ca |
|
|
Rated
C |
|
|
Rated C |
|
|
Rated Ca |
|
|
Rated Ca |
|
|
Total |
|
Amount of Other-Than
Temporary Impairment
Related to credit loss
at January 1, 2009 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Addition |
|
|
53 |
|
|
|
88 |
|
|
|
37 |
|
|
|
72 |
|
|
|
293 |
|
|
|
3,185 |
|
|
|
3,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Other-Than-
Temporary Impairment
Related to credit loss
at March 31, 2009 |
|
$ |
53 |
|
|
$ |
88 |
|
|
$ |
37 |
|
|
$ |
72 |
|
|
$ |
293 |
|
|
$ |
3,185 |
|
|
$ |
3,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
market for these securities at March 31, 2009 is not active and markets for similar
securities are also not active. The inactivity was evidenced first by a significant widening of
the bid-ask spread in the brokered markets in which CDOs trade and then by a significant
decrease in the volume of trades relative to historical levels. The new issue market is also
inactive as no new trust preferred CDOs have been issued since 2007. There are currently very few market
participants who are willing and or able to transact for these
securities. Thus market value for
these securities remains very depressed relative to historical levels. For example, the yield spreads for the broad market
of investment grade and high yield corporate bonds reached all time wide levels versus Treasuries at the end of November and remain near those levels
today.
18
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
Given conditions in the debt markets today and the absence of observable transactions in the
secondary and the new issue markets, we determined:
|
|
|
The few observable transactions and market quotations that are available are not
reliable for purposes of determining fair value at March 31,
2009; |
|
|
|
An income valuation approach technique (present value technique) that maximizes the use
of relevant observable inputs and maximizes the use of unobservable inputs will be equally
or more representative of fair value than the market approach valuation technique used at
prior measurement dates; and |
|
|
|
The CDOs will be classified within Level 3 of the fair value hierarchy because the
Company determined that significant adjustments are required to determine fair value at the
measurement date. |
The
CDO valuations were derived by an independent third party valuation
service. Our approach to
determining fair value involved these steps:
|
1. |
|
The credit quality of the collateral is estimated using average probability of default values
for each issuer (adjusted for rating levels). |
|
|
2. |
|
The default probabilities also considered the potential for correlation among issuers within the
same industry (e.g. banks with other banks). |
|
|
3. |
|
The cash flows were forecast for the underlying collateral and applied to each CDO tranche to
determine the resulting distribution among the securities. |
|
|
4. |
|
The expected cash flows were
discounted to calculate the present value of the security. |
|
|
5. |
|
The effective discount rates on an overall basis generally range from 3.91% to 24.72% and are
highly dependent upon the credit quality of the collateral, the relative position of the tranche in
the capital structure of the CDO and the prepayment assumptions. |
The
following tables present the assets measured on a nonrecurring basis on the consolidated
statements of financial condition at their fair value as of
March 31, 2009 and December 31, 2008 by level within the
fair value hierarchy. Impaired loans that are collateral dependent are written down to fair value
through the establishment of specific reserves. Techniques used to value the collateral that secure
the impaired loan include: quoted market prices for identical assets classified as Level 1 inputs;
observable inputs, employed by certified appraisers, for similar assets classified as Level 2
inputs. In cases where valuation techniques included inputs that are unobservable and are based on
estimates and assumptions developed by management based on the best information available under
each circumstance, the asset valuation is classified as Level 3 inputs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets Measured on a Nonrecurring Basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans |
|
$ |
|
|
|
$ |
1,232 |
|
|
$ |
|
|
|
$ |
1,232 |
|
Other Real
Estate Owned |
|
|
|
|
|
|
1,145 |
|
|
|
|
|
|
|
1,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2008 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets Measured on a Nonrecurring Basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans |
|
$ |
|
|
|
$ |
179 |
|
|
$ |
|
|
|
$ |
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired
Loans: A loan is considered to be impaired when, based on current information and
events, it is probable that the Company will be unable to collect all amounts due (both interest
and principal) according to the contractual terms of the loan agreement. Impaired loans are
measured, as a practical expedient, at the loans observable market price or the fair market value
of the collateral if the loan is collateral dependent. At March 31, 2009, the recorded investment
in impaired loans was $1,573, with a related reserve of $341
resulting in a net balance of $1,232. At December 31, 2008 the
recorded investment in impaired loans was $441 with a related reserve
of $262 resulting in a net balance of $179.
Other Real Estate Owned (OREO): Real Estate acquired through
foreclosure or deed-in-lieu of foreclosure is included in other
assets. Such real estate is carried at the lower of cost or fair
value less estimated costs to sell. Any reduction from the carrying
value of the related loan to fair value at the time of acquisition is
accounted for as a loan loss. Any subsequent reduction in fair market
value is reflected as a valuation allowance through a charge to
income. Costs of significant property improvements are capitalized,
whereas costs relating to holding and maintaining the property are
charged to expense. At March 31, 2009 the recorded investment in
OREO was $1,169 with a valuation allowance of $24 resulting in a net
balance of $1,145. At December 31, 2008 the recorded investment
in OREO was $819 with a valuation allowance of $10 resulting in a net
balance of $809.
19
CORTLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED AVERAGE BALANCE SHEETS,
YIELDS AND RATES (UNAUDITED)
(Fully taxable equivalent basis in thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR TO DATE AS OF |
|
|
|
MARCH 31, 2009 |
|
|
DECEMBER 31, 2008, |
|
|
MARCH 31, 2008 |
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Balance (1) |
|
|
Interest |
|
|
Rate |
|
|
Balance (1) |
|
|
Interest |
|
|
Rate |
|
|
Balance (1) |
|
|
Interest |
|
|
Rate |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and other earning assets |
|
$ |
30,277 |
|
|
$ |
20 |
|
|
|
0.3 |
% |
|
$ |
11,462 |
|
|
$ |
200 |
|
|
|
1.8 |
% |
|
$ |
10,450 |
|
|
$ |
79 |
|
|
|
3.0 |
% |
Investment securities (1) (2) |
|
|
203,413 |
|
|
|
2,772 |
|
|
|
5.5 |
% |
|
|
223,077 |
|
|
|
12,583 |
|
|
|
5.6 |
% |
|
|
227,843 |
|
|
|
3,259 |
|
|
|
5.7 |
% |
Loans (2) (3) |
|
|
242,669 |
|
|
|
3,876 |
|
|
|
6.4 |
% |
|
|
228,440 |
|
|
|
15,557 |
|
|
|
6.8 |
% |
|
|
223,731 |
|
|
|
3,925 |
|
|
|
7.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
476,359 |
|
|
$ |
6,668 |
|
|
|
5.6 |
% |
|
|
462,979 |
|
|
$ |
28,340 |
|
|
|
6.1 |
% |
|
|
462,024 |
|
|
$ |
7,263 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
6,623 |
|
|
|
|
|
|
|
|
|
|
|
6,791 |
|
|
|
|
|
|
|
|
|
|
|
7,703 |
|
|
|
|
|
|
|
|
|
Bank premises and equipment |
|
|
7,564 |
|
|
|
|
|
|
|
|
|
|
|
7,055 |
|
|
|
|
|
|
|
|
|
|
|
6,400 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
3,250 |
|
|
|
|
|
|
|
|
|
|
|
11,546 |
|
|
|
|
|
|
|
|
|
|
|
14,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest-earning
assets |
|
|
17,437 |
|
|
|
|
|
|
|
|
|
|
|
25,392 |
|
|
|
|
|
|
|
|
|
|
|
28,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
493,796 |
|
|
|
|
|
|
|
|
|
|
$ |
488,371 |
|
|
|
|
|
|
|
|
|
|
$ |
490,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
$ |
62,228 |
|
|
$ |
162 |
|
|
|
1.1 |
% |
|
$ |
49,653 |
|
|
$ |
706 |
|
|
|
1.4 |
% |
|
$ |
44,342 |
|
|
$ |
180 |
|
|
|
1.6 |
% |
Savings |
|
|
82,037 |
|
|
|
185 |
|
|
|
0.9 |
% |
|
|
77,401 |
|
|
|
851 |
|
|
|
1.1 |
% |
|
|
74,765 |
|
|
|
196 |
|
|
|
1.1 |
% |
Time |
|
|
178,551 |
|
|
|
1,488 |
|
|
|
3.4 |
% |
|
|
178,372 |
|
|
|
7,259 |
|
|
|
4.1 |
% |
|
|
183,281 |
|
|
|
2,101 |
|
|
|
4.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
322,816 |
|
|
|
1,835 |
|
|
|
2.3 |
% |
|
|
305,426 |
|
|
|
8,816 |
|
|
|
2.9 |
% |
|
|
302,388 |
|
|
|
2,477 |
|
|
|
3.3 |
% |
Federal funds purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
154 |
|
|
|
7 |
|
|
|
4.5 |
% |
|
|
620 |
|
|
|
7 |
|
|
|
4.4 |
% |
Other borrowings |
|
|
68,286 |
|
|
|
703 |
|
|
|
4.2 |
% |
|
|
70,807 |
|
|
|
3,110 |
|
|
|
4.4 |
% |
|
|
71,773 |
|
|
|
826 |
|
|
|
4.6 |
% |
Subordinated Debt |
|
|
5,155 |
|
|
|
43 |
|
|
|
3.3 |
% |
|
|
5,155 |
|
|
|
244 |
|
|
|
4.7 |
% |
|
|
5,155 |
|
|
|
79 |
|
|
|
6.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
396,257 |
|
|
$ |
2,581 |
|
|
|
2.6 |
% |
|
|
381,542 |
|
|
$ |
12,177 |
|
|
|
3.2 |
% |
|
|
379,936 |
|
|
$ |
3,389 |
|
|
|
3.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
57,714 |
|
|
|
|
|
|
|
|
|
|
|
56,496 |
|
|
|
|
|
|
|
|
|
|
|
55,730 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
3,782 |
|
|
|
|
|
|
|
|
|
|
|
5,214 |
|
|
|
|
|
|
|
|
|
|
|
6,336 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
36,043 |
|
|
|
|
|
|
|
|
|
|
|
45,119 |
|
|
|
|
|
|
|
|
|
|
|
48,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
Shareholders equity |
|
$ |
493,796 |
|
|
|
|
|
|
|
|
|
|
$ |
488,371 |
|
|
|
|
|
|
|
|
|
|
$ |
490,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
4,087 |
|
|
|
|
|
|
|
|
|
|
$ |
16,163 |
|
|
|
|
|
|
|
|
|
|
$ |
3,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread (4) |
|
|
|
|
|
|
|
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (5) |
|
|
|
|
|
|
|
|
|
|
3.4 |
% |
|
|
|
|
|
|
|
|
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
3.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets
to interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
1.20 |
|
|
|
|
|
|
|
|
|
|
|
1.21 |
|
|
|
|
|
|
|
|
|
|
|
1.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes both taxable and tax exempt securities. |
|
(2) |
|
Tax exempt interest is shown on a tax equivalent basis
for proper comparison using a statutory federal income
tax rate of 34%. The tax equivalent income adjustment for loans and
investment is $25 and $162 for March 31, 2009, $76 and $705 for December 31, 2008,
and $20 and $177 for March 31, 2008 |
|
(3) |
|
Includes applicable loan origination and commitment fees,
net of deferred origination cost amortization. |
|
(4) |
|
Interest rate spread represents the difference between the yield
on earning assets and the rate paid on interest bearing liabilities. |
|
(5) |
|
Interest margin is calculated by dividing the difference between total
interest earned and total interest expensed by total interest-earning assets. |
See accompanying notes to the unaudited consolidated financial statements
of Cortland Bancorp and Subsidiaries
20
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SELECTED FINANCIAL DATA FOR QUARTER ENDED
(In thousands of dollars, except for ratios and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
September 30, |
|
|
June 30, |
|
|
March 31, |
|
Unaudited |
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
SUMMARY OF OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
$ |
6,481 |
|
|
$ |
6,800 |
|
|
$ |
6,849 |
|
|
$ |
6,844 |
|
|
$ |
7,066 |
|
Total interest expense |
|
|
(2,581 |
) |
|
|
(2,816 |
) |
|
|
(2,921 |
) |
|
|
(3,051 |
) |
|
|
(3,389 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME (NII) |
|
|
3,900 |
|
|
|
3,984 |
|
|
|
3,928 |
|
|
|
3,793 |
|
|
|
3,677 |
|
Provision for loan losses |
|
|
(151 |
) |
|
|
(1,290 |
) |
|
|
(105 |
) |
|
|
(315 |
) |
|
|
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NII after loss provision |
|
|
3,749 |
|
|
|
2,694 |
|
|
|
3,823 |
|
|
|
3,478 |
|
|
|
3,602 |
|
Security
gains (losses) including impairment losses |
|
|
(3,641 |
) |
|
|
(1,228 |
) |
|
|
34 |
|
|
|
9 |
|
|
|
73 |
|
Gain on sale of loans |
|
|
71 |
|
|
|
5 |
|
|
|
4 |
|
|
|
11 |
|
|
|
10 |
|
Total other income (excluding security and loan gains) |
|
|
742 |
|
|
|
665 |
|
|
|
760 |
|
|
|
728 |
|
|
|
788 |
|
Total other noninterest expense |
|
|
(3,280 |
) |
|
|
(3,143 |
) |
|
|
(3,258 |
) |
|
|
(3,257 |
) |
|
|
(3,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before tax |
|
|
(2,359 |
) |
|
|
(1,007 |
) |
|
|
1,363 |
|
|
|
969 |
|
|
|
1,316 |
|
Net income |
|
$ |
(1,397 |
) |
|
$ |
(564 |
) |
|
$ |
1,078 |
|
|
$ |
805 |
|
|
$ |
1,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (Rolling 4 Quarters) |
|
$ |
(78 |
) |
|
$ |
2,353 |
|
|
$ |
4,033 |
|
|
$ |
4,030 |
|
|
$ |
4,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER
COMMON SHARE DATA (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, both basic and diluted |
|
$ |
(0.31 |
) |
|
$ |
(0.13 |
) |
|
$ |
0.24 |
|
|
$ |
0.18 |
|
|
$ |
0.23 |
|
Net income, both basic and diluted (Rolling 4 Quarters) |
|
|
(0.02 |
) |
|
|
0.53 |
|
|
|
0.92 |
|
|
|
0.91 |
|
|
|
0.96 |
|
Cash dividends declared |
|
|
|
|
|
|
0.22 |
|
|
|
0.21 |
|
|
|
0.22 |
|
|
|
0.21 |
|
Cash dividends declared (Rolling 4 Quarters) |
|
|
0.65 |
|
|
|
0.86 |
|
|
|
0.88 |
|
|
|
0.87 |
|
|
|
0.87 |
|
Book value |
|
|
7.37 |
|
|
|
8.01 |
|
|
|
9.90 |
|
|
|
9.39 |
|
|
|
10.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
$ |
493,400 |
|
|
$ |
493,365 |
|
|
$ |
488,608 |
|
|
$ |
489,470 |
|
|
$ |
488,559 |
|
Investments |
|
|
172,875 |
|
|
|
191,754 |
|
|
|
213,430 |
|
|
|
215,336 |
|
|
|
225,464 |
|
Net loans |
|
|
233,826 |
|
|
|
243,547 |
|
|
|
229,059 |
|
|
|
226,857 |
|
|
|
224,311 |
|
Deposits |
|
|
382,071 |
|
|
|
379,953 |
|
|
|
360,754 |
|
|
|
363,068 |
|
|
|
359,303 |
|
Borrowings |
|
|
68,612 |
|
|
|
68,148 |
|
|
|
74,316 |
|
|
|
68,829 |
|
|
|
72,960 |
|
Subordinated Debt (See Note 8 Subordinated Debt) |
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
Shareholders equity |
|
|
33,335 |
|
|
|
36,028 |
|
|
|
44,344 |
|
|
|
42,036 |
|
|
|
46,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVERAGE BALANCES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
$ |
493,796 |
|
|
$ |
488,707 |
|
|
$ |
484,132 |
|
|
$ |
489,754 |
|
|
$ |
490,933 |
|
Investments |
|
|
203,413 |
|
|
|
216,557 |
|
|
|
226,087 |
|
|
|
221,857 |
|
|
|
227,843 |
|
Net loans |
|
|
240,136 |
|
|
|
232,925 |
|
|
|
226,667 |
|
|
|
225,728 |
|
|
|
222,233 |
|
Deposits |
|
|
380,530 |
|
|
|
366,247 |
|
|
|
360,897 |
|
|
|
363,388 |
|
|
|
358,118 |
|
Borrowings |
|
|
68,286 |
|
|
|
68,625 |
|
|
|
72,018 |
|
|
|
70,820 |
|
|
|
72,393 |
|
Subordinated Debt |
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
Shareholders equity |
|
|
36,043 |
|
|
|
44,858 |
|
|
|
40,484 |
|
|
|
46,260 |
|
|
|
48,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSET QUALITY RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans 30 days or more beyond their contractual due
date as a percent of total loans |
|
|
0.86 |
% |
|
|
0.57 |
% |
|
|
1.03 |
% |
|
|
1.39 |
% |
|
|
1.57 |
% |
Underperforming assets (3) as a percentage of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
0.46 |
|
|
|
0.43 |
|
|
|
0.61 |
|
|
|
0.55 |
|
|
|
0.59 |
|
Equity plus allowance for loan losses |
|
|
6.26 |
|
|
|
5.45 |
|
|
|
6.51 |
|
|
|
6.23 |
|
|
|
5.93 |
|
Tier I capital |
|
|
4.42 |
|
|
|
4.03 |
|
|
|
5.61 |
|
|
|
5.11 |
|
|
|
5.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average equity |
|
|
(15.50 |
)% |
|
|
(5.03 |
)% |
|
|
10.68 |
% |
|
|
6.96 |
% |
|
|
8.45 |
% |
Return on average equity (Rolling 4 Quarters) |
|
|
(0.19 |
) |
|
|
5.22 |
|
|
|
8.74 |
|
|
|
8.33 |
|
|
|
8.60 |
|
Return on average assets |
|
|
(1.13 |
) |
|
|
(0.46 |
) |
|
|
0.89 |
|
|
|
0.66 |
|
|
|
0.84 |
|
Return on average assets (Rolling 4 Quarters) |
|
|
(0.02 |
) |
|
|
0.48 |
|
|
|
0.82 |
|
|
|
0.82 |
|
|
|
0.87 |
|
Effective tax rate |
|
|
(40.80 |
) |
|
|
(44.00 |
) |
|
|
20.90 |
|
|
|
16.90 |
|
|
|
21.43 |
|
Net interest margin ratio |
|
|
3.43 |
|
|
|
3.60 |
|
|
|
3.58 |
|
|
|
3.44 |
|
|
|
3.34 |
|
|
|
|
(1) |
|
Rolling 4 quarters is calculated by using the current quarter plus the preceding 3 quarters. |
|
(2) |
|
Basic and diluted earnings per share are based on weighted average shares outstanding adjusted retroactively for stock dividends.
Cash dividends per common share are based on actual cash dividends declared, adjusted retroactively for the stock dividends.
Book value per common share is based on shares outstanding at each period , adjusted retroactively for the stock dividends. |
|
(3) |
|
Underperforming assets include non accrual loans, OREO and restructured loans. |
21
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except for per share amounts)
Financial Review
The following is managements 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 included elsewhere in this 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 Quarterly Report on Form 10-Q 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 herein, the 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 managements beliefs and
assumptions, and are based on information currently available to management.
Economic circumstances, the Companys 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 Companys market area; 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; unforeseen risks associated with other global economic, 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.
Certain Non GAAP Measures
Certain financial information has been 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 is not
reflective of ongoing operations or that are not expected to reoccur with any regularity or reoccur
with a high degree of uncertainty and volatility. Such information may be useful to both investors
and management, and can aid them in understanding the Companys 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 is
shown as part of managements discussion and analysis of quarterly and year-to-date financial
results of operations.
22
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
Critical Accounting Policies and Estimates
The Companys consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States and follow general practices within the
industries in which it operates. The most significant accounting policies followed by the Company
are presented in Notes to Consolidated Financial Statements Summary of Significant Accounting
Policies in the 2008 annual report on Form 10-K. Application of these principles requires
management to make estimates, assumptions and judgments that affect the amounts reported in the
financial statements and accompanying notes. Some of these policies and related methodologies are
more critical than others. There has been no material change in critical accounting estimates
since those presented in the 2008 annual report on Form 10-K.
The Company has identified its policy on the allowance for loan losses as being critical
because it requires management to make particularly difficult, subjective and/or complex judgments
about matters that are inherently uncertain, and because of the likelihood that materially
different amounts would be reported under different conditions or by using different assumptions.
In determining the appropriate amount to reserve for potential credit losses, the Companys banking
subsidiary also considers unfunded commitments, such as loan commitments, letter of credit and
unused lines of credit.
The classification and accounting for investment securities are discussed in detail in Note 3
of the consolidated Financial Statements presented elsewhere herein. Under SFAS No 115, Accounting
for Certain Investments in Debt and Equity Securities, 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 managements 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 losses)
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. In the absence of observable market inputs related
to items such as cash flow assumptions or adjustments to market rates, management judgment is used.
Different judgments and assumptions used in pricing could result in different estimates of value.
When the fair value of a security is less than its amortized cost for an extended period, we
consider whether there is an other than temporary impairment in the value of the security. If, in
managements judgment, an other-than-temporary-impairment exists, the portion of the loss in value
attributable to credit quality is transferred from accumulated other comprehensive loss as an
immediate reduction of current earnings and the cost basis of the security is written down by this
amount.
We consider the following factors when determining an other-than-temporary-impairment for a
security or investment:
|
|
|
The length of time and the extent to which the market value has been less than amortized
cost; |
|
|
|
The financial condition and near-term prospects of the issuer; |
|
|
|
The underlying fundamentals of the relevant market and the outlook for such market for
the near future; |
|
|
|
Our intent to sell the debt security or whether it is more likely than not that we will
be required to sell the debt security before its anticipated recovery; and |
|
|
|
When applicable for purchased beneficial interests, the estimated cash flows of the
securities are assessed for adverse changes. |
23
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
Quarterly, securities are evaluated for other-than-temporary-impairment in accordance with
SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and Emerging
Issues Task Force No. 99-20, Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interest in Securitized Financial Assets and FSP No. FAS 115-2 and FAS
124-2. Recognition and Presentation of Other-Than-Temporary-Impairments. An impairment that is
an other-than-temporary-impairment is a decline in the fair value of an investment below its
amortized cost attributable to factors that indicate the decline will not be recovered over the
anticipated holding period of the investment. Other-than-temporary-impairments result in
reducing the securitys carrying value by the amount of credit loss. The credit component of
the other-than-temporary-impairment loss is realized through the statement of income and the
remainder of the loss remains in other comprehensive income.
Investment securities are discussed in more detail in Note 3 and Note 9 to the Consolidated
Financial Statements and in Managements Discussion and Analysis on Analysis of Assets and
Liabilities presented elsewhere.
Executive Summary
Cortland Bancorp (the Company) is a bank holding company headquartered in Cortland, Ohio,
whose principle activity is to own, manage and supervise the Cortland Savings and Banking Company
(Cortland Banks or the Bank).
Cortland Banks with total assets of $493.4 million at March 31, 2009, is a state charter bank
engaged in commercial and retail banking services. The Bank offers a full range of financial
services to our local communities with an ongoing strategic focus on commercial banking
relationships.
The Banks results of operations depend primarily on net interest income, which in part, is a
direct result of the market interest rate environment. Net interest income is the difference
between the interest income earned on interest bearing assets, and the interest paid on interest
bearing liabilities. Net interest income is affected by the shape of the market yield curve, the
re-pricing of interest earning assets and interest bearing liabilities and the pre-payment rate of
mortgage related assets. Our results of operation may be affected significantly by general and
local economic conditions, particularly those with respect to changes in market interest rates,
credit quality, governmental policies and actions of regulatory authority.
Net loss for the first quarter of 2009 is ($l,397) compared to net income of $1,034 for the
quarter ended March 31, 2008. Results for the first quarter of 2009 were impacted by an
other-than-temporary-impairment loss of $3,728 attributable to six CDOs with a cost basis of $11,539. The impairment charges were
recognized after determining that the likely future cash flows of
these securities had been adversely affected
from the previous quarter.
Net interest margin in the first quarter of 2009 was 3.43% compared to 3.34% year-over-year.
The margin increased in the first quarter of 2009 compared to the
same quarter a year ago as the yields on earning assets. Trends in
the mix of earning assets have resulted in a shift to a more asset
sensitive balance sheet, or a balance in which assets re-price more
quickly than funding costs.
24
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
Loan loss reserves were bolstered at year end to account for charge-offs against the allowance
and to give recognition to the economys steep slide into a serious and likely long lasting
recession, with expectations for deterioration on credit quality arising from faltering economic
and financial conditions. During the three month period ended March 31, 2009, we recorded an
additional provision expense of $151. Loans considered as potential problem loans increased from
$14,805 at March 31, 2008 to $25,532 at March 31, 2009. Non accrual loans however, decreased from
$2,028 at March 31, 2008 to $693 at March 31, 2009. As a percent of total loans, the allowance was
1.1% at March 31, 2009, compared to 1.0% at December 31, 2008 and 0.66% at March 31, 2008. Annualized
net charge-offs were 0.06% of average loans in the first quarter of 2009 compared to 0.38%
a year ago.
The Company early adopted FSP FAS 115-2 and FAS 124-2 issued by the
FASB on April 9, 2009. This new guidance requires that credit-related
OTTI be recognized in earnings while noncredit-related OTTI on
securities not expected to be sold is recognized in other
comprehensive income (loss) (OCI). Refer to preferred Note 3,
Investment Securities for a further discussion of securities
impairment, and the following discussion of trust preferred CDO
securities.
Trust Preferred CDO Securities. Between April 8, 2003 and March 17, 2008, the Company
invested in multiple investment grade tranches of trust preferred CDO securities. The
underlying collateral for the securities is pooled trust preferred securities issued by banks,
insurance companies and real estate investment trusts geographically dispersed across the United
States. The Company holds 32 such separate securities. These securities generally have a floating
rate which adjusts to three-month Libor plus a specified margin every quarter. These securities can
be called in whole by the issuer after five years or ten years, and had an expected initial life of 10 years and maximum life of 30 years.
At
June 30, 2008, all of the trust preferred CDO securities were still investment grade
rated were paying as agreed with no shortfall in principal or interest payments, and were
determined not to involve other-than-temporary impairment
(OTTI). During the second half of
2008 and the first quarter of 2009, factors outside the Companys control impacted the fair value
of these securities and will likely continue to do so for the
foreseeable future. These factors include but are not limited to: guidance on fair
value accounting, issuer credit deterioration, issuer deferral and default rates, potential failure
or government seizure of underlying financial institutions or insurance companies, ratings agency
actions, regulatory actions. As a result of changes in these and various other factors during the
first quarter 2009, Moodys Investors Service, Fitch Ratings and
Standards and Poors downgraded multiple
CDO securities, including securities held by the Company. Thirty-one
of the CDO securities held by the Company
are now considered to be below investment grade, with one security
still rated investment grade. The deteriorating
economic, credit, and financial conditions experienced in 2008 and
2009 have resulted in illiquid
and inactive financial markets and severely depressed prices for these securities.
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 were recognized during the first quarter 2009
according to FSP FAS 115-2 and FAS 124-2 issued by the FASB on April
9, 2009. This new guidance requires that credit-related OTTI be
recognized in earnings while noncredit-related OTTI on securities not
expected to be sold is recognized in other comprehensive income
(loss) (OCI). The credit-related OTTI recognized in earnings during
the first quarter 2009 related to securities recently other than
temporarily impaired. The credit-related OTTI recognized during the
first quarter 2009 was $3.7 million and was solely related to
available-for-sale securities newly deemed other than temporarily
having a book value of $11.5 million. Noncredit-related OTTI
on these securities, which are not expected to be sold, was
$6.6 million and was recognized in OCI during the first quarter 2009.
25
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
To determine the extent of impairment at March 31, 2009, we considered various factors and
used a discounted cash flow analysis. Among the factors considered were: how much fair value has
declined below cost; length of time the decline in fair value has existed; financial condition of
the underlying issuers; reasons attributable for the decline in value; changes in credit ratings;
projected payments on the securities; and changes in laws/regulations affecting the securities.
Cash flow
modeling was performed to determine if the present value of the cash flows expected on each
security were still equivalent to the original cash flows projected on the security when purchased.
The cash flows on 26 of the 32 trust preferred CDO securities were equivalent to the original cash
flows projected when the security was purchased as there have been no principal or interest
shortfalls on the 26 securities. In general, the cash flows were
modeled under a base model scenario, which included assumptions for
annual defaults, prepayments percentages and recovery percentages on
the issuers on the underlying trust preferred securities. The cash flow analysis supports our assertion
that there was no change in the present value of cash flows for 26 of the 32 securities. We also
used a stress analysis on the securities to determine how much in additional deferrals/defaults
must occur before the security will experience a change in cash flows. We determined that the
decline in fair value below amortized cost is temporary for 26 of the 32 securities based on
managements assessment of the factors, projected full recoverability of the cash flows, results of
stress analysis, and that the Company does not intend to sell
these securities and it is not more likely than not that the Company
will be required to sell the securities before recovery of its
amortized cost basis. We will continue to evaluate our trust preferred CDO securities portfolio for OTTI on a
quarterly basis.
The valuation of our trust preferred CDO securities portfolio has decreased substantially as a
result of the current credit crisis and lack of liquidity in the financial markets. Our review
indicated that current market prices for these trust preferred CDO securities have been adversely
affected by a significant reduction in liquidity, deterioration in the credit quality of underlying
issuers of collateral, and the forecast that defaults on various securities will increase in the
declining economy. There are limited trades in these securities and we believe the majority of
investors in such instruments have decided not to participate in the market unless they are
required to sell as a result of liquidation, bankruptcy, or other forced or distressed conditions.
Sales occur so infrequently that there are no regular bid and ask prices. We were informed that
recent trades are essentially from distressed sales where the seller must liquidate their position
and accept what is offered. As a result of these factors, the current fair value of our trust
preferred CDO securities is substantially less than what we believe is indicated by the performance
of the collateral underlying the securities and calculations of expected cash flows.
At March 31, 2009, the Company reviewed a variety of alternative pricing information including
pricing provided by independent investment banking/brokerage and financial consulting sources. At March 31, 2009, the Company valued the trust preferred CDO
securities using values provided by an independent investment banking/brokerage firm. The
estimates of fair value are predominately based on a review of the securities and any recent sales
activity of the same or similar securities, and are considered to be representative of the price at
which the security could be sold in the current inactive and illiquid market. The general
methodology includes the following:
The
CDO valuations were derived by an independent third party valuation
service. Their approach to
determining fair value involved these steps:
|
1. |
|
The credit quality of the collateral is estimated using average probability of
default values for each issuer (adjusted for rating levels) |
|
|
2. |
|
The default probabilities also considered the potential for correlation among
issuers within the same industry (e.g. banks with other banks). |
26
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
|
3. |
|
The cash flows were forecast for the underlying collateral and applied to each CDO
tranche to determine the resulting distribution among the securities. |
|
|
4. |
|
The expected cash flows were
discounted to calculate the present value of the security. |
|
|
5. |
|
The effective discount rates
on an overall basis generally range from 3.55% to 43.98% and are
highly dependent upon the credit quality of the collateral, the relative position of the tranche in
the capital structure of the CDO and the prepayment assumptions. |
Based on its analysis, the Company currently believes that a weighted average value of
approximately $0.26 per $1.00 of par value is representative of the fair value of the entire trust
preferred CDO securities portfolio, as of March 31, 2009. In
comparison, as of December 31, 2008, management reported a
weighted average value of approximately $0.43 per $1.00 of par value as
representative of the fair value of the entire trust preferred
securities portfolio.
Based upon the results of our impairment testing and determination of fair value, as of March
31, 2009, our trust preferred CDO securities had a fair value of $8.4 million and a par value of
$35.1 million at March 31, 2009. At March 31, 2009, the Company had six securities on which the
analysis indicated other-than-temporary impairment. These six securities had impairment
losses of $10.3 million, of which $3.7 million was recorded as expense and $6.6 million was
recorded in other comprehensive loss. We anticipate that, based on expected cash flows of these
securities, we will recover some of the impaired amount in the future. As discussed above, the
fair value of the remaining 26 trust preferred CDO securities also reflect a significant discount
to cost. However, based on Managements analysis, these securities were not considered to have OTTI at
March 31, 2009. In the event that any of these 26 trust preferred CDO securities are determined to
be OTTI in the future, OTTI charges will need to be recorded
against earnings. These 26 trust preferred CDO securities had a weighted average fair
value estimated by us to be $7.0 million, or approximately $0.30 for every $1.00 of par value, as
of March 31, 2009.
During
the remainder of 2009, maintaining the Companys
well-capitalized position will be a primary
focus. On March 2, 2009, the company announced the boards
decision to curtail the regular quarterly cash dividend
and to declare a quarterly stock dividend of 1% payable on April 1, 2009. Until the economy
and the financial industry emerge from this challenging environment,
the Companys board of directors deems it only prudent to conserve capital.
27
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
Liquidity
The central role of the Companys 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 we 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 we have 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. We maintain strategic and contingency liquidity plans to ensure sufficient
available funding to satisfy requirements for balance sheet growth, properly manage capital
markets funding sources and to address unexpected liquidity requirements.
Principal sources of liquidity for the Company include assets considered relatively liquid,
such as interest-bearing deposits in other banks, such as the Federal Reserve Bank, federal funds
sold, cash and due from banks, as well as cash flows from maturities and repayments of loans,
investment securities and mortgage-backed securities.
Along with its liquid assets, the Company 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, borrowings from the Federal Home Loan Bank of Cincinnati and access to
the Federal Reserve Discount Window.
Cash and cash equivalents increased by $39,024 from March 31, 2008 and increased by $25,806
from levels measured at year-end. The changes are mainly attributable to the deposit balance at
the Federal Reserve Bank which increased by $45,526 from March 31, 2008 and $27,739 from year-end,
as the Company has elected to maintain increased cash reserves at the current time. Operating
activities provided cash of $798 and $777 during the three months ended March 31, 2009 and 2008,
respectively. Key differences stem mainly from: 1) a decrease in net income of $2,431 compared to
March 31, 2008; 2) loans held for sale increased by $182 at March 31, 2009 as compared to an
increase of $41 at March 31, 2008; 3) gains on the call of investments were $87 at March 31, 2009
compared to $73 at March 31, 2008; 4) amortization on securities were $11 in 2009 compared to $22
in 2008; 5) provisions for loan loss were $151 at March 31, 2009 compared to $75 at March 31, 2008;
6) other real estate losses of $14 were recorded at March 31, 2009 compared to a $51 gain at March
31, 2008, and 7) deferred tax benefit at March 31, 2009 increased by $1,335 from March
31, 2008. The deferred tax benefit at March 31, 2009 was due mainly to the tax benefit of the
other-than-temporary-impairment charge of $3,728. Refer to the Consolidated Statements of Cash Flows for a summary of the sources and uses
of cash for March 31, 2009 and 2008.
The following table details the cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net Income
(loss) |
|
$ |
(1,397 |
) |
|
$ |
1,034 |
|
Adjustments to reconcile net income to
net cash flows from operating activities: |
|
|
|
|
|
|
|
|
Depreciation, amortization and accretion |
|
|
177 |
|
|
|
174 |
|
Provision for loan loss |
|
|
151 |
|
|
|
75 |
|
Investment
securities losses (gains), net |
|
|
(87 |
) |
|
|
(73 |
) |
Impairment
losses |
|
|
3,728 |
|
|
|
|
|
Other real
estate (gains) losses, net |
|
|
14 |
|
|
|
(51 |
) |
Impact of loans held for sale |
|
|
(182 |
) |
|
|
(41 |
) |
Changes in other assets and liabilities |
|
|
(1,606 |
) |
|
|
(341 |
) |
|
|
|
|
|
|
|
Net cash flows from operating activities |
|
$ |
798 |
|
|
$ |
777 |
|
|
|
|
|
|
|
|
28
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
Capital Resources
The capital management function is a continuous process which consists of providing capital
for both the current financial position and the anticipated future growth of the Company. Central
to this process is internal equity generation, particularly through earnings retention. Internal
capital generation is measured as the annualized rate of return on equity, exclusive of any
appreciation or depreciation relating to available for sale securities, multiplied by the
percentage of earnings retained. Internally generated capital
retained by the Company measured (11.72%) for the three months ended March 31, 2009 and (3.84%) for the three months ended March 31,
2008. Overall capital (a figure which reflects the cumulative adjustment to retained earnings,
earnings, dividends paid, common stock issued, treasury shares purchased, treasury shares reissued
and the net change in the estimated fair value of available for sale securities) decreased at an
annual rate of 29.9%, primarily due to unrealized losses on available for sale investment
securities. Capital remains within regulatory requirements for well capitalized financial
institutions.
Risk-based standards for measuring capital adequacy require banks and bank holding companies
to maintain capital based on risk-adjusted assets. Categories of assets with potentially higher
credit risk require more capital than assets with lower risk. In addition, banks and bank holding
companies are required to maintain capital to support, on a risk-adjusted basis, certain
off-balance sheet activities such as standby letters of credit and interest rate swaps.
Risk-based standards also classify capital into two tiers, referred to as Tier 1 and Tier 2.
The Companys Tier 1 capital consists of common shareholders equity (excluding any gain or loss on
available for sale debt securities) plus subordinated notes payable to the unconsolidated trust
that issued trust preferred securities net of the bank holding Companys investment in the trust
less intangible assets and the net unrealized loss on equity securities with readily determinable
fair values. Tier 2 capital includes the allowance for loan and lease losses and the allowance for
credit losses on off balance sheet credit exposures reduced for certain regulatory limitations.
In April 2009, the FFIEC issued additional instructions for reporting of direct credit
substitutions that have been downgraded below investment grade. Included in the definition of a
direct credit substitute are mezzanine and subordinated tranches of collateralized debt obligations
and non agency Collateralized Mortgage Obligations. Adopting these
instructions for the March 31, 2009 quarter results in an increase in total risk weighted assets
with an attendant decrease in the risk-based capital and Tier 1 risk based capital ratios.
Risk based capital standards require a minimum ratio of 8% of qualifying total capital to
risk-adjusted total assets with at least 4% constituting Tier 1 capital. Capital qualifying as
Tier 2 capital is limited to 100% of Tier 1 capital. All banks and bank holding companies are also
required to maintain a minimum leverage capital ratio (Tier 1 capital to total average assets) in
the range of 3% to 4%, subject to regulatory guidelines. Capital
ratios remained within in
regulatory minimums for well capitalized financial institutions.
29
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) required banking
regulatory agencies to revise risk-based capital standards to ensure that they adequately account
for the following additional risks: interest rate, concentration of credit, and non traditional
activities. Accordingly, regulators will subjectively consider an institutions exposure to
declines in the economic value of its capital due to changes in interest rates in evaluating
capital adequacy. The table below illustrates the Companys risk weighted capital ratios at March
31, 2009 and December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital |
|
$ |
50,929 |
|
|
$ |
52,045 |
|
Tier 2 Capital |
|
|
2,669 |
|
|
|
2,476 |
|
|
|
|
|
|
|
|
TOTAL QUALIFYING
CAPITAL |
|
$ |
53,598 |
|
|
$ |
54,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Adjusted |
|
|
|
|
|
|
|
|
Total Assets (*) |
|
$ |
466,085 |
|
|
$ |
317,861 |
|
|
|
|
|
|
|
|
|
|
Tier 1 Risk-Based
Capital Ratio |
|
|
10.93 |
% |
|
|
16.37 |
% |
|
|
|
|
|
|
|
|
|
Total Risk-Based
Capital Ratio |
|
|
11.50 |
% |
|
|
17.15 |
% |
|
|
|
|
|
|
|
|
|
Tier 1 Risk-Based
Capital to Average Assets
(Leverage Capital Ratio) |
|
|
10.08 |
% |
|
|
10.58 |
% |
|
|
|
(*) |
|
Includes off-balance sheet exposures. |
Assets, less intangibles and the net unrealized market value adjustment of investment
securities available for sale, averaged $505,375 for the three months ended March 31, 2009 and
$492,033 for the year ended December 31, 2008.
In managements opinion, as supported by the data in the table below, the Company met all
capital adequacy requirements to which it was subject as of March 31, 2009 and December 31, 2008.
As of those dates, Cortland Bancorp was well capitalized under regulatory prompt corrective
action provisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Regulatory |
|
|
Regulatory Capital Ratio |
|
|
|
Capital Ratios as of: |
|
|
requirements to be: |
|
|
|
March 31, |
|
|
December 31, |
|
|
Well |
|
|
Adequately |
|
|
|
2009 |
|
|
2008 |
|
|
Capitalized |
|
|
Capitalized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk-based capital
to risk-weighted assets |
|
|
11.50 |
% |
|
|
17.15 |
% |
|
|
10.00 |
% |
|
|
8.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital to
risk-weighted assets |
|
|
10.93 |
% |
|
|
16.37 |
% |
|
|
6.00 |
% |
|
|
4.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital to
average assets |
|
|
10.08 |
% |
|
|
10.58 |
% |
|
|
5.00 |
% |
|
|
4.00 |
% |
On March 2, 2009, the Company announced that, at the February 24, 2009 meeting, the Companys
Board of Directors declared a quarterly stock dividend of 1% payable on April 1, 2009 to
shareholders of record as of March 9, 2009. The regular quarterly cash dividend, which most
recently had been paid at the rate of $0.22, per share had been curtailed for the first quarter of
2009 as a proactive precautionary measure to preserve capital in these extraordinary times, thus
strengthening the long term viability of the Company.
30
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
First Three Months of 2009 as Compared to First Three Months of 2008
Analysis of Net Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST MARGIN YTD |
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Balance (1) |
|
|
Interest |
|
|
Rate |
|
|
Balance (1) |
|
|
Interest |
|
|
Rate |
|
INTEREST-EARNING ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and other earning assets |
|
$ |
30,277 |
|
|
$ |
20 |
|
|
|
0.3 |
% |
|
$ |
10,450 |
|
|
$ |
79 |
|
|
|
3.0 |
% |
Investment securities (1) (2) |
|
|
203,413 |
|
|
|
2,772 |
|
|
|
5.5 |
% |
|
|
227,843 |
|
|
|
3,259 |
|
|
|
5.7 |
% |
Loans (2) (3) |
|
|
242,669 |
|
|
|
3,876 |
|
|
|
6.4 |
% |
|
|
223,731 |
|
|
|
3,925 |
|
|
|
7.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
$ |
476,359 |
|
|
$ |
6,668 |
|
|
|
5.6 |
% |
|
$ |
462,024 |
|
|
$ |
7,263 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST-BEARING LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
$ |
62,228 |
|
|
$ |
162 |
|
|
|
1.1 |
% |
|
$ |
44,342 |
|
|
$ |
180 |
|
|
|
1.6 |
% |
Savings |
|
|
82,037 |
|
|
|
185 |
|
|
|
0.9 |
% |
|
|
74,765 |
|
|
|
196 |
|
|
|
1.1 |
% |
Time |
|
|
178,551 |
|
|
|
1,488 |
|
|
|
3.4 |
% |
|
|
183,281 |
|
|
|
2,101 |
|
|
|
4.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
322,816 |
|
|
|
1,835 |
|
|
|
2.3 |
% |
|
|
302,388 |
|
|
|
2,477 |
|
|
|
3.3 |
% |
Federal funds purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
620 |
|
|
|
7 |
|
|
|
4.4 |
% |
Other borrowings |
|
|
68,286 |
|
|
|
703 |
|
|
|
4.2 |
% |
|
|
71,773 |
|
|
|
826 |
|
|
|
4.6 |
% |
Subordinated debt |
|
|
5,155 |
|
|
|
43 |
|
|
|
3.3 |
% |
|
|
5,155 |
|
|
|
79 |
|
|
|
6.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
$ |
396,257 |
|
|
$ |
2,581 |
|
|
|
2.6 |
% |
|
$ |
379,936 |
|
|
$ |
3,389 |
|
|
|
3.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
4,087 |
|
|
|
|
|
|
|
|
|
|
$ |
3,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread (4) |
|
|
|
|
|
|
|
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (5) |
|
|
|
|
|
|
|
|
|
|
3.4 |
% |
|
|
|
|
|
|
|
|
|
|
3.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes both taxable and tax exempt securities. |
|
(2) |
|
Tax exempt interest is shown on a tax equivalent basis for proper comparison using a
statutory federal income tax rate of 34%. The tax equivalent income adjustment for loans and
investments is $25 and $162 for March 2009 and $20 and $177 for March 2008. |
|
(3) |
|
Includes applicable loan origination and commitment fees, net of deferred origination cost
amortization. |
|
(4) |
|
Interest rate spread represents the difference between the yield on earning assets and the
rate paid on interest bearing deposits. |
|
(5) |
|
Interest margin is calculated by dividing the difference between total interest earned and
total interest expensed by total interest-earning assets. |
Net interest income, the principal source of the Companys 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. During the recent reporting period the
net interest margin ratio registered 3.43% at March 31, 2009 and 3.34% at March 31, 2008.
The decrease in interest income, on a fully taxable equivalent basis, of $595 was the product
of a 3.1% year-over-year increase in average earning assets and a 65 basis point decrease in
interest rates earned. The decrease in interest expense of $808 was a product of a 94 basis point
decrease in rates paid offset slightly by a 4.3% increase in interest-bearing liabilities. The net
result was a 5.5% increase in net interest income on a fully taxable equivalent basis and a 9 basis
point increase in the Companys net interest margin ratio
31
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
Interest and dividend income on securities registered a decrease of $472 or 15.3%, during the
three months ended March 31, 2009 when compared to 2008. On a fully taxable equivalent basis,
income on investment securities decreased by $487 or 14.9%. The average invested balances in
securities decreased by $24,430 or 10.7% from the levels of a year ago. The decrease in the
average balance of investment securities resulted from a management decision to not reinvest all of
the proceeds from called securities that were realized in 2008 and 2009. During the first three
months ended March 31, 2009, $137 in investment securities were purchased while $12,989 of
investment securities were called by the issuer or matured, and in
the first quarter of 2008, $27,769 investment
securities were purchased while $38,569 were called by the issuer or matured. There were no sales
of investment securities in 2008 or 2009. The decrease in the average balance of investment
securities was accompanied by a 27 basis point decrease in the tax equivalent yield of the
portfolio.
Interest and fees on loans decreased by $54, or 1.4%, while on a fully taxable equivalent
basis, income on loans decreased by $49 or 1.2%, for the three months of 2009 compared to 2008. An
$18,938 increase in the average balance of the loan portfolio, or 8.5%, was accompanied by a 58
basis point decrease in the portfolios tax equivalent yield. This increase in the average loan
portfolio balance is a direct result of efforts to increase market
share. The Company has benefited from new loan referrals from existing customers as well as
from a customer testimonial advertising and marketing campaign which has generated interest in the
Companys line of products and services.
Other interest income decreased by $59 from the same period a year ago. The average balance
of federal funds sold and other money market funds increased by $19,827, or 189.7%. The yield
decreased by 278 basis points during the first three months of 2009
compared to 2008, as a result of Federal Reserve monetary policy.
Average interest-bearing demand deposits and money market accounts increased by $17,886 while
savings increased by $7,272. The average rate paid on these products decreased by 30 basis points
in the aggregate. The average balance of time deposit products decreased by $4,730 as the average
rate paid decreased by 123 basis points, from 4.6% to 3.4%.
Compared to last year, average borrowings, subordinated debt and federal funds purchased
decreased by $4,107, while the average rate paid on borrowings decreased by 60 basis points.
Net interest income after provision for loan losses was reduced by $151 of provisions booked
in 2009 compared to $75 booked at March 31, 2008. The amount charged to operations as a provision
to loan loss in the first three months of 2009, was made to account for charge-offs against the
allowance, and to also account for managements assessment of the increased credit risk in the
commercial real estate and commercial loan portfolios and the current economic environment.
Analysis of Other Income, Other Expense and Federal Income Tax
Other income from all sources decreased by $3,699 from the same period a year ago. Gains on
1-4 residential mortgage loans sold in the secondary mortgage market increased by $61 from the same
period a year ago due to an increase in loan sales activity. This increase in loan sales activity
for the first quarter of 2009 as compared to 2008 is attributable to the significant decline in
mortgage interest rates during the fourth quarter of 2008 and the first quarter of 2009. Gains on
securities called and net gains on the sale of available for sale investment securities increased
by $14 from year ago levels. 2009 gains were offset by a $3,728 other-than-temporary impairment
loss attributable to Collateralized Debt Obligations (CDOs), representing pools of trust preferred
debt primarily issued by bank holding companies and insurance companies. (See Note 3-Investment
Securities). With rates falling during the quarter, U.S. Government agencies and corporations
elected to call an increasing number of issues. The Bank held several of these issues at a
discount and thus recognized a gain when they were called. Fees for other customer services
decreased by $17. Loss on the sale of Other Real Estate Owned (OREO) was $14 at March 31, 2009, a
decrease of $65 from the gain of $51 recorded at March 31, 2008. This gain in 2008 was on the sale
of one property that was held in OREO since 2007. Other sources of non-recurring non-interest
income increased by $35 from the same period a year ago. This latter income category is subject to
fluctuation due to the non-recurring nature of the items.
Total other expenses in the first three months were $3,280 in 2009 compared to $3,157 in 2008,
an increase of $123 or 3.9%. Full time equivalent employment averaged 162 during the first three
months of 2009, a 1.9% increase compared to 159 at March 31, 2008. Salaries and benefits increased
by $51 or 2.9%, from the similar period a year ago. This increase is a combination of regular
staff benefit increases and the increase in full-time equivalent employment, mainly due to the
opening of a new leased facility in May 2008.
32
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
For the first three months of 2009, state and local taxes decreased by $34. Occupancy and
equipment expense increased by $12 or 2.5%. Insurance premiums paid to the FDIC increased by $69.
The increase is primarily due to the increase in the rates banks pay for deposit insurance. The
FDIC implemented a special assessment of 20 basis points taking effect on April 1, 2009 that will
apply to assessments for the second quarter of 2009 and thereafter. We anticipate a significant
increase in our assessment expense in 2009. It is possible that certain legislation, if
passed in the future, could reduce the special assessment to 10 basis points or lower. All other
expense categories increased by 3.4%, or $25 as a group. This expense category is subject to
fluctuation due to non-recurring items.
Loss
before income tax benefit amounted to $(2,359) for the first three months of 2009
compared to income before income tax of $1,316 for the similar period of 2008. The effective tax rate for the first three
months was (40.8)% in 2009 and 21.4% in 2008, resulting in income tax benefit of $962 and expense
of $282, respectively. The provision for income taxes differs from the amount of income tax
determined applying the applicable U.S. statutory federal income tax rate to pre-tax income as a
result of the following differences:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Provision at statutory rate |
|
$ |
(802 |
) |
|
$ |
447 |
|
Add (Deduct): |
|
|
|
|
|
|
|
|
Tax effect of non-taxable income |
|
|
(181 |
) |
|
|
(192 |
) |
Tax effect of non-deductible expense |
|
|
21 |
|
|
|
27 |
|
|
|
|
|
|
|
|
Federal income tax (benefit) expense |
|
$ |
(962 |
) |
|
$ |
282 |
|
|
|
|
|
|
|
|
Net
loss for the first three months registered $(1,397) in 2009 compared
to net income $1,034 in 2008,
representing per share amounts of $(0.31) in 2009 and $0.23 in 2008. There were no cash dividends
declared in 2009 and $0.21 in 2008.
Core earnings (earnings before other-than-temporary impairment charge, gains on loans sold,
investment securities sold or called, other real estate losses and certain other non-recurring
items) increased by $22, or 2.3%, in the first three months of 2009 compared to 2008. Core
earnings for the first three months of 2009 were $968 compared to $946 for the same three month
period in 2008. Core earnings per share were $0.21 in both 2009 and 2008. The following is
reconciliation between core earnings and earnings as reported under generally accepted accounting
principles in the United States (GAAP earnings):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
GAAP Earnings |
|
$ |
(1,397 |
) |
|
$ |
1,034 |
|
Investment
security gains-net |
|
|
(87 |
) |
|
|
(73 |
) |
Impairment
losses on investment securities |
|
|
3,728 |
|
|
|
|
|
Gain on sale of loans |
|
|
(71 |
) |
|
|
(10 |
) |
(Gain) Loss on sale of other real estate |
|
|
14 |
|
|
|
(51 |
) |
Tax effect of adjustments |
|
|
(1,219 |
) |
|
|
46 |
|
|
|
|
|
|
|
|
Core Earnings |
|
$ |
968 |
|
|
$ |
946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core earnings per share |
|
$ |
0.21 |
|
|
$ |
0.21 |
|
33
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
Analysis of Assets and Liabilities
Our earning assets are comprised of investment securities, loans and loans held for sale,
deposits at financial institutions, mainly the Federal Reserve Bank and Federal Funds. Earning
assets were $455,577 at March 31, 2009, an increase of 0.1% from March 31, 2008, which was
$455,061, and a decrease of 0.1% since December 31, 2008, which stood at $456,220.
Total cash and cash equivalents increased by $25,806 from year-end, and by $39,024 from the
twelve month period ending March 31, 2008. This is due mainly to deposits held at the Federal
Reserve Bank, which increased by $27,739 from year-end and increased by $45,526 from March 31,
2008. Bank management has elected to employ a higher level of deposits at the Federal Reserve Bank
which are now interest bearing to achieve a higher level of short-term liquidity needed to support
loan demand, and compensate for poorly functioning credit markets.
We classify investment securities as available-for-sale to give management the flexibility to
sell the securities prior to maturity if needed, based on fluctuating interest rates or changes in
our funding requirements. However, we also have some securities in our held-to-maturity investment
portfolio.
At March 31, 2009, the investment securities portfolio was $172,875 compared to $225,464 at
March 31, 2008, a decrease of $52,589 or 23.3%. Investment securities decreased $18,879 compared
to December 31, 2008, a decrease of 9.8%. This decrease is
attributable to security calls and principle paydowns. Investment securities represented 37.9% of earning
assets at March 31, 2009, compared to 49.5% at March 31, 2008, and 42.0% at December 31, 2008. The
Banks management elected not to reinvest all of the proceeds from called securities that were
realized during the three months ended March 31, 2009 and the end of 2008. The investment
portfolio represented 45.2% of each deposit dollar, down from 62.8% a
year ago and 50.5% at year end
levels.
The investment securities available-for-sale portfolio had net unrealized losses of $19.2
million at March 31, 2009, an increase of $16.6 million compared to net unrealized losses of $2.6
million at March 31, 2008, and an increase of $2.4 million compared to net unrealized losses of
$16.8 million at December 31, 2008. Contributing to the volatility in net unrealized losses over
the past twelve months are changes in interest rates and an inactive market for certain securities
as discussed in Note 9 to the financial statements. A $3.8 million other-than-temporary-impairment
was recorded during the first quarter of 2009 related to six pooled trust preferred securities.
The annualized yields on investments securities, on a taxable equivalent basis, were 5.45% for
the three months ended March 31, 2009, compared to 5.72% for the three months ended March 31, 2008,
and 5.67% for the three months ended December 31, 2008.
Loans net of the allowance for losses increased by $9,515 during the twelve month period from
March 31, 2008 to March 31, 2009, and decreased by $9,721 from year-end. Gross loans as a
percentage of earning assets stood at 52.0% as of March 31, 2009 and 49.6% at March 31, 2008. The
loan to deposit ratio at the end of the first three months of 2009 was 61.9% as compared to 62.8%
for the same period a year ago. The increase in loans from March 31, 2008 primarily resulted from
efforts to increase market share. The Company benefited from new
loan referrals from existing customers as well as from a customer testimonial advertising and
marketing campaign which has generated interest in the Companys line of products and services. The
decrease from year end was due in part to a single 90 day term commercial loan for $7,755 that
closed in December 2008 for $7,755 that was fully secured by a segregated deposit account with the
Bank. The loan matured in the first quarter of 2009. At March 31, 2009 the loan loss allowance of
$2,585 represented approximately 1.1% of outstanding loans, and at March 31, 2008 the loan loss
allowance of $1,486 represented approximately 0.7% of outstanding loans.
34
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
During the first three months, loan charge-offs were $66 in 2009 compared to $245 in 2008,
while the recovery of previously charged-off loans amounted to $30 in 2009 compared to $35 in 2008.
Non-accrual loans at March 31, 2009 represented 0.3% of the loan portfolio compared to 0.9% at
March 31, 2008.
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-off
associated with account balances vary from period to period as loans are deemed uncollectible by
management.
Premises and equipment decreased by $66 from year-end and increased by $967 from March 31,
2008. This is mainly due to the following: (1) renovation of a new branch office in Middlefield,
Ohio which opened in May 2008, (2) purchased property and construction of a new banking office in
Brookfield, Ohio. This branch opened in June of 2008, and replaced an existing leased bank
location; and (3) construction in progress and property purchased in North Lima, Ohio which will
replace an existing leased branch office.
Other
assets increased by $2,781 or 25.5% from year-end and $7,463 or 120.0% from March 31,
2008. Other real estate owned increased to $1,145 in March 2009 as compared to $809 at December 31,
2008 and $568 at March 31, 2008, resulting from increased foreclosure activity. Net deferred tax
assets measured $8,615 at March 31, 2009, $6,456 at December 31, 2008 and $601 at March 31, 2008,
primarily reflecting an increase in deferred tax benefits arising from unrealized losses on
available for sale investment securities, the increase in provision
for loan loss from March 2008, and an other-than-temporary impairment loss recognized in the fourth quarter of 2008 and the first
quarter of 2009. Interest receivable on investments and loans stood at $2,724 at March 31, 2009,
$2,637 at December 31, 2008 and $3,058 at March 31, 2008. Bank
owned life insurance had with a cash surrender value of $12,862 at March 31, 2009, $12,748 at December
31, 2008 and $12,401 at March 31, 2008.
Non interest-bearing deposits decreased by $1,918 from year-end and increased by $2,125 from
twelve months ago. Interest-bearing deposits increased by $4,036 from year-end and increased by
$20,643 from March 31, 2008. The increase from March 31, 2008 is made up mainly of an increase in
super passbook savings accounts of $7,857 and a $12,646 increase in money market accounts.
Federal Home Loan Bank advances and other short term borrowings increased by $464 from
year-end and decreased by $4,348 from March 31, 2008. During the
twelve month period $11,500 in FHLB advances
either matured or were paid off. The decrease was partially off-set by the Bank obtaining $6,000
in new advances during the final nine month period of 2008.
Other
liabilities remained fairly consistent measuring $4,227 at March 31, 2009, $4,081 at
December 31, 2008 and $4,292 at March 31, 2008. The two major components in other liabilities are
accrued interest on deposits and borrowings which measured $927 at March 31, 2009, $966 at December
31, 2008 and $1,237 at March 31, 2008. The other large component is accrued expense which measured
$3,057 at March 31, 2009, $3,020 at December 31, 2008 and $2,694 at March 31, 2008. The largest
item in this category is accrued expense for post-retirement benefits.
35
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
New Accounting Standards
In September 2006, the Emerging Issues Task Force (EITF) reached a final consensus on Issue
06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements. The consensus stipulates that an agreement by an
employer to share a portion of the proceeds of a life insurance policy with an employee during the
postretirement period is a postretirement benefit arrangement required to be accounted for under
SFAS No. 106 (postretirement benefit plans) or APB No. 12 (deferred compensation plan). The
consensus concludes that the purchase of a split-dollar life insurance policy does not constitute a
settlement; therefore, a liability should be recognized for future benefits. Issue 06-4 is
effective for years beginning after December 15, 2007. The Company adopted EITF Issue No. 06-04 as
of January 1, 2008 and the cumulative effect of a change in accounting principle to recognize a
liability for the death benefit promised under a split-dollar life insurance arrangement totaled
$539 and was recorded as a reduction of retained earnings in 2008.
The net amounts expensed in the year ended December 31, 2008 was
$46 and $11 for the three months ended March 31, 2009. The
accumulated liability at March 31, 2009 is $596.
Subsequent Events
In
January, 2009, the FASB issued FASB Staff Position
No. EITF 99-20, Amendments to Impairment Guidance of
EITF Issue No. 99-20, entitled Recognition of Interest
Income and Impairment on Purchased Beneficial Interests and
Beneficial Interests That Continue to be Held by a Transferor in
Securitized Financial Assets. The intention was to achieve a more
consistent determination of whether an other-than-temporary
impairment has occurred For debt securities that are beneficial
interests in securitized financial assets within the scope of
Issue 99-20, an impairment is considered other than temporary,
if, based on the Companys best estimate of cash flows that a
market participant would use in determining the current fair value of
the beneficial interest, there has been an adverse change in those
estimated cash flows. The statement requires the use of market
participant assumptions rather than reasonable management judgement
of the probability of collecting all cash flows previously projected.
In a dislocated market, this can automatically result in an
other-than-temporary impairment when the fair value is less than the
cost basis. The FSP was effective for interim and annual reporting
periods ending after December 15, 2008 and was applied in the
financial statements and disclosures beginning December 31, 2008
and the results have been applied in the financial statements and
disclosures included herein, without a material impact on the
consolidated financial statements.
In April 2009, the FASB issued three related Staff Positions to clarify the application of
SFAS 157 to fair value measurements in the current economic environment, modify the recognition of
other-than-temporary impairments of debt securities, and require companies to disclose the fair
values of financial instruments in interim periods. The final Staff Positions are effective for
interim and annual periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009, of all three Staff Positions or both the fair-value measurements and
other-than-temporary impairment Staff Positions are adopted simultaneously.
FSP SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP
SFAS 157-4 affirms that the objective of fair value when the market for an asset is not active is
the price that would be received to sell the asset in an orderly transaction, and clarifies and
includes additional factors for determining whether there has been a significant decrease in market
activity for an asset when the market for that asset is not active. FSP SFAS 157-4 requires an
entity to base its conclusion about whether a transaction was not orderly on the weight of the
evidence. FSP SFAS 157-4 also amended SFAS 157, Fair Value Measurements, to expand certain
disclosure requirements. The Company adopted the provisions of FSP 157-4 during the first quarter
of 2009 and the results have been applied in the financial statements
and disclosures included herein, without a material impact on the
consolidated financial statements. See Note 9 Fair Value Measurements.
FSP SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments. FSP SFAS 115-2 and SFAS 124-2 (i) changes existing guidance for determining whether
an impairment is other than temporary to debt securities and (ii) replaces the existing requirement
that the entitys management assert it has both the intent and ability to hold an impaired security
until recovery with a requirement that management assert: (a) it does not have the intent to sell
the security; and (b) it is more likely than not it will not have to sell the security before
recovery of its cost basis. Under FSP SFAS 115-2 and SFAS 124-2, declines in the fair value of
held-to-maturity and available-for-sale securities below their cost that are deemed to be other
than temporary are reflected in earnings as realized losses to the extent the impairment is related
to credit losses. The amount of the impairment related to other factors is recognized in other
comprehensive income. The Company adopted the provisions of FSP SFAS 115-2 and SFAS 124-2 during
the first quarter of 2009. See Note 3 Investments.
36
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(Dollars in thousands, except for per share amounts)
FSP SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments.
FSP SFAS 107-1 and APB 28-1 amends SFAS 107, Disclosures about Fair Value of Financial
Instruments, to require an entity to provide disclosures about fair value of financial instruments
in interim financial information and amends Accounting Principles Board (APB) Opinion No. 28,
Interim Financial Reporting, to require those disclosures in summarized financial information at
interim reporting periods. Under FSP SFAS 107-1 and APB 28-1, a publicly traded company shall
include discloses about the fair value of its financial instruments whenever is issues summarized
financial information for interim reporting periods. In addition, entities must disclose, in the
body or in the accompanying notes of its summarized financial information for interim reporting
periods and in its financial statements for annual reporting periods, the fair value of all
financial instruments for which it is practicable to estimate that value, whether recognized or not
recognized in the statement of financial position, as required by SFAS 107. The new interim
disclosures required by FSP SFAS 107-1 and APB 28-1 will be included in the Companys interim
financial statements beginning with the second quarter of 2009.
The
Company has been until recently, entitled to engage in the expanded range of
activities in which a financial holding company, as defined in Federal Reserve Board rules, may
engage. However, the Company had not taken advantage of that expanded
authority and has elected to drop its financial holding company status.
Available Information
The Company files an annual report on Form 10K, quarterly reports on Form 10Q, current reports
on Form 8K and amendments to those reports with the Securities and Exchange Commission (SEC)
pursuant to Section 13 (a) or (15) d of the Exchange Act. The Companys Internet address is
www.cortland-banks.com. The Company makes available through this address, free of charge, the
reports filed, as soon as reasonably practicable after such material is electronically filed, or
otherwise furnished to the SEC. The SEC also maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that file electronically
with the SEC at www.sec.gov.
37
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(Dollars in thousands, except for per share amounts)
Management considers interest rate risk to be the Companys principal source of market risk.
Interest rate risk is measured as the impact of interest rate changes on the Companys net interest
income. Components of interest rate risk comprise re-pricing risk, basis risk and yield curve
risk. Re-pricing risk arises due to timing differences in the re-pricing of assets and liabilities
as interest rate changes occur. Basis risk occurs when re-pricing assets and liabilities reference
different key rates. Yield curve risk arises when a shift occurs in the relationship among key
rates across the maturity spectrum.
The effective management of interest rate risk seeks to limit the adverse impact of interest
rate changes on the Companys net interest margin, providing the Company with the best opportunity
for maintaining consistent earnings growth. Toward this end, Management uses computer simulation
to model the Companys financial performance under varying interest rate scenarios. These
scenarios may reflect changes in the level of interest rates, changes in the shape of the yield
curve, and changes in interest rate relationships.
The simulation model allows Management to test and evaluate alternative responses to a
changing interest rate environment. Typically when confronted with a heightened risk of rising
interest rates, the Company will evaluate strategies that shorten investment and loan re-pricing
intervals and maturities, emphasize the acquisition of floating rate over fixed rate assets, and
lengthen the maturities of liability funding sources. When the risk of falling rates is perceived,
Management will typically consider strategies that shorten the maturities of funding sources,
lengthen the re-pricing intervals and maturities of investments and loans, and emphasize the
acquisition of fixed rate assets over floating rate assets.
The most significant assumptions used in the simulation relate to the cash flows and
re-pricing characteristics of the Companys balance sheet. Re-pricing and runoff rate assumptions
are based on a detailed interface with actual customer information and investment data stored on
the subsidiary banks information systems. Consensus prepayment speeds derived from an independent
third party source are used to adjust the runoff cash flows for the impact of the specific interest
rate environments under consideration. Simulated results are benchmarked against historical
results. Actual results may differ from simulated results not only due to the timing, magnitude
and frequency of interest rate changes, but also due to changes in general economic conditions,
changes in customer preferences and behavior, and changes in strategies by both existing and
potential competitors.
The table on the following page shows the Companys current estimate of interest rate
sensitivity based on the composition of the balance sheet at March 31, 2009 and December 31, 2008.
For purposes of this analysis, short term interest rates as measured by the federal funds rate and
the prime lending rate are assumed to increase (decrease) gradually over the subsequent twelve
months reaching a level 300 basis points higher (lower) than the rates in effect at March 31, 2009
and December 31, 2008 for the respective simulations. Under both the rising rate scenario and the
falling rate scenario, the yield curve is assumed to exhibit a parallel shift.
38
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(CONTINUED)
(Dollars in thousands, except for per share amounts)
Over the past twelve months, the Federal Reserve has lowered the rate on overnight federal
funds by 225 basis points. At March 31, 2009, the difference between the yield on the ten-year
Treasury and the three-month Treasury was a positive 250 basis points compared to a positive
214 basis points at December 31, 2008. With longer-term rates exceeding short-term rates the yield
curve has a positive slope.
The base case against which interest rate sensitivity is measured assumes no change in
short-term rates. The base case also assumes no growth in assets and liabilities and no change in
asset or liability mix. Under these simulated conditions the base case projects net interest
income of $14,823, for the twelve month period ending March 31, 2010.
Simulated Net Interest Income (NII) Scenarios
Fully Taxable Equivalent Basis
For the Twelve Months Ending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
|
$ Change in NII |
|
|
% Change in NII |
|
|
|
March 31, |
|
|
Dec. 31, |
|
|
March 31, |
|
|
Dec. 31, |
|
|
March 31, |
|
|
Dec. 31, |
|
Changes in Interest Rates |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Graduated increase of
+300 basis points |
|
$ |
15,677 |
|
|
$ |
15,380 |
|
|
$ |
854 |
|
|
$ |
(84 |
) |
|
$ |
5.8 |
% |
|
|
(0.5 |
)% |
Short term rates
unchanged |
|
|
14,823 |
|
|
|
15,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Graduated decrease of
-300 basis points |
|
|
15,117 |
|
|
|
15,333 |
|
|
|
294 |
|
|
|
(131 |
) |
|
|
2.0 |
% |
|
|
(0.8 |
)% |
The level of interest rate risk indicated is within limits that Management considers
acceptable. However, given that interest rate movements can be sudden and unanticipated, and are
increasingly influenced by global events and circumstances beyond the purview of the Federal
Reserve, no assurance can be made that interest rate movements will not impact key assumptions and
parameters in a manner not presently embodied by the model.
It is Managements opinion that hedging instruments currently available are not a cost
effective means of controlling interest rate risk for the Company. Accordingly, the Company does
not currently use financial derivatives, such as interest rate options, floors or other similar
instruments.
39
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. With the supervision and
participation of management, including the Companys 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) of 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
Companys principal executive officer and principal financial officer have concluded that such
disclosure controls and procedures are, to the best of their knowledge, effective as of the end of
the period covered by this report to ensure that material information relating to the Company and
its consolidated subsidiaries is made known to them, particularly during the period for which our
periodic reports, including this report, are being prepared.
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 Companys 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.
40
CORTLAND BANCORP AND SUBSIDIARIES
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Note (5) of the financial statements.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in
response to Item 1A of Part 1 of Form 10-K filed March 16, 2009
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Companys Common Stock. The following table shows information relating to the
repurchase of shares of the Companys common stock during the three months ended March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
of Shares |
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
Purchased as |
|
|
of Shares |
|
|
|
|
|
|
|
|
|
|
|
Part Of Publicly |
|
|
That May Yet Be |
|
|
|
Total Number |
|
|
Average |
|
|
Announced |
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Purchased Under |
|
|
|
of Shares |
|
|
Price Paid |
|
|
Plans or |
|
|
the Plans or |
|
|
|
Purchased |
|
|
Per Share |
|
|
Programs |
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|
Programs* |
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|
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|
|
|
|
|
|
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|
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|
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|
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January |
|
NONE |
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|
$ |
NONE |
|
|
NONE |
|
|
|
42,197 |
|
February |
|
NONE |
|
|
NONE |
|
|
NONE |
|
|
|
0 |
|
|
|
|
* |
|
On February 27, 2007 the Companys Board of Directors approved a Stock Repurchase Program.
The program allowed the Company to purchase up to 100,000 shares. On August 14, 2007, the
Companys Board of Directors subsequently approved the repurchase of an additional 100,000
shares. Once again, on November 27, 2007, the Companys Board of Directors approved the
repurchase of an additional 100,000 shares. This program terminated on February 28, 2009. (See
footnote 7) |
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Item 1.01
Entry into a Material Definitive Agreement
In connection with the completion of a target review of the
Company and its subsidiary bank by the Federal Reserve Bank of Cleveland, Cortland Bancorp and the Cortland Savings and
Banking Company, in May 2009, were presented with an informal memorandum of understanding. An informal
administrative action employed by all of the Federal bank regulatory agencies, a memorandum of understanding directs a
supervised entity such as a holding company or bank to take specified actions for the purpose of correcting an
operational or other weakness. If the weaknesses are corrected within the time periods specified in the memorandum of
understanding, the bank regulatory agency ordinarily would terminate the memorandum of understanding. If the weaknesses
are not corrected, formal administrative and other enforcement actions by the regulatory agency could follow.
41
Although the memorandum of understanding has not yet been
finalized, once finalized and executed, the memorandum of understanding will require the Company and its subsidiary
bank, the Cortland Savings and Banking Company, to take certain actions concerning the investment portfolio, capital,
dividends, and debt and stock redemptions. Specifically, the terms of the draft memorandum of understanding would
impose the following obligations on the Company and Cortland Savings and Banking Company —
|
|
require Cortland Savings and Banking Company to submit within 60 days to the Federal Reserve Bank a written
plan to strengthen and improve management of the investment portfolio’s risk exposure. |
|
|
|
require Cortland Savings and Banking Company to submit within 60 days to the Federal Reserve Bank a written
plan to maintain adequate regulatory capital, taking into account adversely classified assets, the allowance for loan
and lease losses, liquidity needs and funding sources, and other factors that could affect bank capital. The memorandum
of understanding will also require monthly board monitoring of the adequacy of bank capital. |
|
|
|
prohibit the Company or Cortland Savings and Banking Company from paying dividends without advance approval of
the Federal Reserve Bank, and |
|
|
|
prohibit the Company or Cortland Savings and Banking Company from incurring debt or repurchasing shares of stock
without advance approval of the Federal Reserve Bank. |
The Company expects that the terms of the memorandum of
understanding will be finalized in the near future. The investment portfolio risks and related issues that are of
supervisory concern to the Federal Reserve Bank of Cleveland are of concern to the Company and the Cortland Savings and
Banking Company also. The Company and the Cortland Savings and Banking Company are committed to full compliance with
the memorandum of understanding, with the goal that it be terminated at the earliest opportunity. To preserve capital
the Company had already terminated its stock repurchase program, and had already curtailed its regular quarterly cash
dividend prior to the draft memorandum of understanding being presented by the Federal Reserve Bank of Cleveland.
42
CORTLAND BANCORP AND SUBSIDIARIES
PART II OTHER INFORMATION (CONTINUED)
Item 6. Exhibits
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Incorporated by Reference |
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Exhibit |
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Filing |
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Filed |
No. |
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Exhibit Description |
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Form |
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Exhibit |
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Date |
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Herewith |
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2 |
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Plan of acquisition,
reorganization, arrangement,
liquidation or succession
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N/A |
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3.1 |
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Restated Amended Articles of
Cortland Bancorp reflecting
amendment dated May 18, 1999.
Note: filed for purposes of SEC
reporting compliance only. This
restated document has not been
filed with the State of Ohio
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10-K
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3.1 |
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03/16/06 |
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3.2 |
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Code of Regulations, as amended |
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For the Bancorp
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10-K
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3.2 |
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03/16/06 |
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For Cortland Savings and Banking
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10-K
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3.2 |
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03/15/07 |
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4 |
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The rights of holders of equity
securities are defined in portions
of the Articles of Incorporation
and Code of Regulations as
referenced in Exhibits 3.1 and
3.2
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10-K
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4 |
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03/16/06 |
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*10.1 |
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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
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10-K
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10.1 |
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03/16/06 |
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*10.2 |
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Group Term Carve Out Plan Amended
Split Dollar Policy Endorsement
entered into by The Cortland
Savings and Banking Company on
December 15, 2003 with Stephen A.
Telego, Sr.
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10-K
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10.2 |
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03/16/06 |
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43
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Incorporated by Reference |
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Exhibit |
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Filing |
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Filed |
No. |
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Exhibit Description |
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Form |
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Exhibit |
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Date |
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Herewith |
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*10.3 |
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Amended Director Retirement
Agreement between Cortland Bancorp
and Jerry A. Carleton, dated as of
December 18,
2007
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10-K
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10.3 |
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03/17/08 |
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*10.4 |
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Amended Director Retirement
Agreement between Cortland Bancorp
and David C. Cole, dated as of
December 18, 2007
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10-K
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10.4 |
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03/17/08 |
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*10.5 |
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Amended Director Retirement
Agreement between Cortland Bancorp
and George E. Gessner, dated as of
December 18, 2007
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10-K
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10.5 |
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03/17/08 |
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*10.6 |
|
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Amended Director Retirement
Agreement between Cortland Bancorp
and William A. Hagood, dated as of
October 12, 2003
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10-K
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10.6 |
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03/16/06 |
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*10.7 |
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Amended Director Retirement
Agreement between Cortland Bancorp
and James E. Hoffman III, dated as
of December 18, 2007
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10-K
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10.7 |
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03/17/08 |
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*10.8 |
|
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Amended Director Retirement
Agreement between Cortland Bancorp
and Neil J. Kaback, dated as of
December 18, 2007
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10-K
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10.8 |
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03/17/08 |
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*10.9 |
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Director Retirement Agreement
between Cortland Bancorp and K.
Ray Mahan, dated as of March 1,
2001
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10-K
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10.9 |
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03/16/06 |
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*10.10 |
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Amended Director Retirement
Agreement between Cortland Bancorp
and Richard B. Thompson, dated as
of December 18, 2007
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10-K
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10.10 |
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03/17/08 |
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*10.11 |
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Amended Director Retirement
Agreement between Cortland Bancorp
and Timothy K. Woofter, dated as
of December 18, 2007
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10-K
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10.11 |
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03/17/08 |
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44
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Incorporated by Reference |
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Exhibit |
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Filing |
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Filed |
No. |
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Exhibit Description |
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Form |
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Exhibit |
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Date |
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Herewith |
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*10.12 |
|
|
Form of Split Dollar Agreement
entered into by Cortland Bancorp
and each of Directors David C.
Cole, George E. Gessner, William
A. Hagood, James E. Hoffman III,
K. Ray Mahan, 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;
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10-K
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10.12 |
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03/16/06 |
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as amended on December 26, 2006,
for Directors Cole, Gessner,
Hoffman, Mahan, Thompson, and
Woofter;
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10-K
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10.12 |
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3/15/07 |
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Amended Split Dollar Agreement and
Endorsement entered into by
Cortland Bancorp as of December
18, 2007, with Director Jerry A.
Carleton
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10-K
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10.12 |
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03/17/08 |
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*10.13 |
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Split Dollar Agreement between The
Cortland Savings and Banking
Company and Rodger W. Platt dated
of as February 23, 2001, as
amended on August 15, 2002, and
September 29, 2005
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10-K
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10.13 |
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03/16/06 |
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*10.14 |
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Endorsement Split Dollar Agreement
between The Cortland Savings and
Banking Company and Rodger W.
Platt dated as of September 29,
2005
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10-K
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10.14 |
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03/16/06 |
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*10.15 |
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Form of Indemnification Agreement
entered into by Cortland Bancorp
with each of its directors as of
May 24, 2005
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10-K
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10.15 |
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03/16/06 |
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*10.16 |
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Amended Salary Continuation
Agreement between The Cortland
Savings and Banking Company and
Rodger W. Platt, dated as of
August 15, 2002
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10-K
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10.16 |
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03/16/06 |
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45
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Incorporated by Reference |
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Exhibit |
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Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.17 |
|
|
Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and Timothy Carney, dated
as of December 3, 2008
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|
8-K
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10.17 |
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12/12/08 |
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*10.18 |
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Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and Lawrence A. Fantauzzi,
dated as of December 3, 2008
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8-K
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10.18 |
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12/12/08 |
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*10.19 |
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Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and James M. Gasior, dated
as of December 3, 2008
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8-K
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10.19 |
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12/12/08 |
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*10.20 |
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Second Amended Salary Continuation
Agreement between The Cortland
Savings and Banking Company and
Marlene Lenio, dated as of
December 3, 2008
|
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8-K
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10.20 |
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12/12/08 |
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*10.21 |
|
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Amended Salary Continuation
Agreement between The Cortland
Savings and Banking Company and
Craig Phythyon, dated as of
December 3, 2008
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8-K
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10.21 |
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12/12/08 |
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*10.22 |
|
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Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and Stephen A. Telego,
Sr., dated as of December 3, 2008
|
|
8-K
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10.22 |
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12/12/08 |
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*10.23 |
|
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Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and Danny L. White, dated
as of December 3, 2008
|
|
8-K
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10.23 |
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12/12/08 |
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46
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|
Incorporated by Reference |
|
|
Exhibit |
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|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.24 |
|
|
Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Timothy Carney, dated
as of December 3, 2008
|
|
8-K
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10.24 |
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12/12/08 |
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*10.25 |
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Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Lawrence A. Fantauzzi,
dated as of December 3, 2008
|
|
8-K
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10.25 |
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12/12/08 |
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*10.26 |
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Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and James M. Gasior, dated
as of December 3, 2008
|
|
8-K
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10.26 |
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12/12/08 |
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*10.27 |
|
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Second Amended Split Dollar
Agreement between The Cortland
Savings and Banking Company and
Marlene Lenio, dated as of
December 3, 2008
|
|
8-K
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10.27 |
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12/12/08 |
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*10.28 |
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Amended Split Dollar Agreement and
Endorsement between The Cortland
Savings and Banking Company and
Craig Phythyon, dated as of
December 3, 2008
|
|
8-K
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10.28 |
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12/12/08 |
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*10.29 |
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|
Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Stephen A. Telego,
Sr., dated as of December 3, 2008
|
|
8-K
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|
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10.29 |
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12/12/08 |
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*10.30 |
|
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Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Danny L. White, dated
as of December 3, 2008
|
|
8-K
|
|
|
10.30 |
|
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12/12/08 |
|
|
47
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Incorporated by Reference |
|
|
Exhibit |
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|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.31 |
|
|
Severance Agreement entered into
by Cortland Bancorp and The
Cortland Savings and Banking
Company in December 3, 2008, with
each of Timothy Carney, Lawrence
A. Fantauzzi, James M. Gasior, and
Stephen A. Telego, Sr.
|
|
8-K
|
|
|
10.31 |
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12/12/08 |
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|
*10.32 |
|
|
Severance Agreement entered into
by Cortland Bancorp and The
Cortland Savings and Banking
Company in December 3, 2008, with
each of Marlene Lenio, Craig M.
Phythyon, Barbara Sandrock, and
Danny L. White
|
|
8-K
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|
|
10.32 |
|
|
12/12/08 |
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|
11 |
|
|
Statement re computation of per
share earnings
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|
See Note 6 of
financial
statements
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|
15 |
|
|
Letter re unaudited interim
financial statements
|
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N/A |
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18 |
|
|
Letter re change in accounting
principles
|
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N/A |
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|
|
|
|
|
|
|
|
|
|
19 |
|
|
Report furnished to security
holders
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
Published report regarding matters
submitted to vote of security
holders
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
Consents of experts and counsel
Consent of independent registered
public Accounting firms
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
Power of Attorney
|
|
|
|
|
N/A |
|
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
31.1 |
|
|
Certification of the Chief
Executive Officer under Rule
13a-14(a)
|
|
|
|
|
|
|
|
|
|
√ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2 |
|
|
Certification of the 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
|
|
|
|
|
|
|
|
|
|
√ |
|
|
|
* |
|
Management contract or compensatory plan or arrangement. |
|
|
|
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to James Gasior,
Secretary, Cortland Bancorp, 194 West Main Street, Cortland, Ohio 44410. |
49
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)
|
|
DATED: May 14, 2009 |
/s/ Lawrence A. Fantauzzi
|
|
|
Lawrence A. Fantauzzi |
|
|
President
(Chief Executive Officer) |
|
|
|
|
DATED: May 14, 2009 |
/s/ James M. Gasior
|
|
|
James M. Gasior |
|
|
Secretary
(Chief Financial Officer) |
|
50
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
2 |
|
|
Plan of acquisition,
reorganization, arrangement,
liquidation or succession
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
|
Restated Amended Articles of
Cortland Bancorp reflecting
amendment dated May 18, 1999.
Note: filed for purposes of SEC
reporting compliance only. This
restated document has not been
filed with the State of Ohio
|
|
10-K
|
|
|
3.1 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2 |
|
|
Code of Regulations, as amended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Bancorp
|
|
10-K
|
|
|
3.2 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cortland Savings and Banking
|
|
10-K
|
|
|
3.2 |
|
|
03/15/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
The rights of holders of equity
securities are defined in portions
of the Articles of Incorporation
and Code of Regulations as
referenced in Exhibits 3.1 and
3.2
|
|
10-K
|
|
|
4 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*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
|
|
|
10.1 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.2 |
|
|
Group Term Carve Out Plan Amended
Split Dollar Policy Endorsement
entered into by The Cortland
Savings and Banking Company on
December 15, 2003 with Stephen A.
Telego, Sr.
|
|
10-K
|
|
|
10.2 |
|
|
03/16/06 |
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.3 |
|
|
Amended Director Retirement
Agreement between Cortland Bancorp
and Jerry A. Carleton, dated as of
December 18,
2007
|
|
10-K
|
|
|
10.3 |
|
|
03/17/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*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 |
|
|
Amended Director Retirement
Agreement between Cortland Bancorp
and George E. Gessner, dated as of
December 18, 2007
|
|
10-K
|
|
|
10.5 |
|
|
03/17/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.6 |
|
|
Amended Director Retirement
Agreement between Cortland Bancorp
and William A. Hagood, dated as of
October 12, 2003
|
|
10-K
|
|
|
10.6 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*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 |
|
|
Director Retirement Agreement
between Cortland Bancorp and K.
Ray Mahan, dated as of March 1,
2001
|
|
10-K
|
|
|
10.9 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*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 |
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.12 |
|
|
Form of Split Dollar Agreement
entered into by Cortland Bancorp
and each of Directors David C.
Cole, George E. Gessner, William
A. Hagood, James E. Hoffman III,
K. Ray Mahan, 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
|
|
|
10.12 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as amended on December 26, 2006,
for Directors Cole, Gessner,
Hoffman, Mahan, Thompson, and
Woofter;
|
|
10-K
|
|
|
10.12 |
|
|
3/15/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended Split Dollar Agreement and
Endorsement entered into by
Cortland Bancorp as of December
18, 2007, with Director Jerry A.
Carleton
|
|
10-K
|
|
|
10.12 |
|
|
03/17/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.13 |
|
|
Split Dollar Agreement between The
Cortland Savings and Banking
Company and Rodger W. Platt dated
of as February 23, 2001, as
amended on August 15, 2002, and
September 29, 2005
|
|
10-K
|
|
|
10.13 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.14 |
|
|
Endorsement Split Dollar Agreement
between The Cortland Savings and
Banking Company and Rodger W.
Platt dated as of September 29,
2005
|
|
10-K
|
|
|
10.14 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.15 |
|
|
Form of Indemnification Agreement
entered into by Cortland Bancorp
with each of its directors as of
May 24, 2005
|
|
10-K
|
|
|
10.15 |
|
|
03/16/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.16 |
|
|
Amended Salary Continuation
Agreement between The Cortland
Savings and Banking Company and
Rodger W. Platt, dated as of
August 15, 2002
|
|
10-K
|
|
|
10.16 |
|
|
03/16/06 |
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.17 |
|
|
Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and Timothy Carney, dated
as of December 3, 2008
|
|
8-K
|
|
|
10.17 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.18 |
|
|
Third Amended and Restated 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 |
|
|
Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and James M. Gasior, dated
as of December 3, 2008
|
|
8-K
|
|
|
10.19 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.20 |
|
|
Second Amended Salary Continuation
Agreement between The Cortland
Savings and Banking Company and
Marlene Lenio, dated as of
December 3, 2008
|
|
8-K
|
|
|
10.20 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.21 |
|
|
Amended Salary Continuation
Agreement between The Cortland
Savings and Banking Company and
Craig Phythyon, dated as of
December 3, 2008
|
|
8-K
|
|
|
10.21 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.22 |
|
|
Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and Stephen A. Telego,
Sr., dated as of December 3, 2008
|
|
8-K
|
|
|
10.22 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.23 |
|
|
Third Amended and Restated Salary
Continuation Agreement between The
Cortland Savings and Banking
Company and Danny L. White, dated
as of December 3, 2008
|
|
8-K
|
|
|
10.23 |
|
|
12/12/08 |
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.24 |
|
|
Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Timothy Carney, dated
as of December 3, 2008
|
|
8-K
|
|
|
10.24 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.25 |
|
|
Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Lawrence A. Fantauzzi,
dated as of December 3, 2008
|
|
8-K
|
|
|
10.25 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.26 |
|
|
Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and James M. Gasior, dated
as of December 3, 2008
|
|
8-K
|
|
|
10.26 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.27 |
|
|
Second Amended Split Dollar
Agreement between The Cortland
Savings and Banking Company and
Marlene Lenio, dated as of
December 3, 2008
|
|
8-K
|
|
|
10.27 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.28 |
|
|
Amended Split Dollar Agreement and
Endorsement between The Cortland
Savings and Banking Company and
Craig Phythyon, dated as of
December 3, 2008
|
|
8-K
|
|
|
10.28 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.29 |
|
|
Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Stephen A. Telego,
Sr., dated as of December 3, 2008
|
|
8-K
|
|
|
10.29 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.30 |
|
|
Third Amended Split Dollar
Agreement and Endorsement between
The Cortland Savings and Banking
Company and Danny L. White, dated
as of December 3, 2008
|
|
8-K
|
|
|
10.30 |
|
|
12/12/08 |
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
*10.31 |
|
|
Severance Agreement entered into
by Cortland Bancorp and The
Cortland Savings and Banking
Company in December 3, 2008, with
each of Timothy Carney, Lawrence
A. Fantauzzi, James M. Gasior, and
Stephen A. Telego, Sr.
|
|
8-K
|
|
|
10.31 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.32 |
|
|
Severance Agreement entered into
by Cortland Bancorp and The
Cortland Savings and Banking
Company in December 3, 2008, with
each of Marlene Lenio, Craig M.
Phythyon, Barbara Sandrock, and
Danny L. White
|
|
8-K
|
|
|
10.32 |
|
|
12/12/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
Statement re computation of per
share earnings
|
|
|
|
See Note 6 of
financial
statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
Letter re unaudited interim
financial statements
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
Letter re change in accounting
principles
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
Report furnished to security
holders
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
Published report regarding matters
submitted to vote of security
holders
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
Consents of experts and counsel
Consent of independent registered
public Accounting firms
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
Power of Attorney
|
|
|
|
|
N/A |
|
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
|
31.1 |
|
|
Certification of the Chief
Executive Officer under Rule
13a-14(a)
|
|
|
|
|
|
|
|
|
|
√ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2 |
|
|
Certification of the 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
|
|
|
|
|
|
|
|
|
|
√ |
|
|
|
* |
|
Management contract or compensatory plan or arrangement. |
57