FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008 |
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________ to ___________________________ |
Commission File Number 0-13814
CORTLAND BANCORP
(Exact Name of Registrant as Specified in its Charter)
|
|
|
Ohio
|
|
34-14511184 |
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer |
Incorporation or Organization)
|
|
Identification No.) |
|
|
|
194 West Main Street, Cortland, Ohio
|
|
44410 |
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (330) 637-8040
Securities registered pursuant to Section l2(b) of the Act: None
Securities registered pursuant to Section l2(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. o Yes þ No
Indicate by check mark whether the registrant (l) has filed all reports required to be filed by
Section l3 or l5(d) of the Securities Exchange Act of l934 during the preceding l2 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. þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(229.405 of the chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of the Form 10-K or any amendment to this Form 10-K 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 the definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
o
|
|
Accelerated filer
|
|
þ
|
|
|
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
þ |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). o Yes þ No
Based upon the closing price of the registrants common stock of June 30, 2008, the aggregate
market value of the voting stock held by non-affiliates of the registrant was approximately
$51,725,776. For purposes of this response directors and executive officers are considered the
affiliates of the issuer at that date.
The number of shares outstanding of the issuers classes of common stock as of March 13, 2009:
4,481,130 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Shareholders Report for the year ended
December 31, 2008 are incorporated by reference into Parts I and
II.
Portions of the Proxy Statement for the annual shareholders meeting to be held April 21,
2009 are incorporated by reference into Part III.
PART I
Item l. Business
General
THE CORPORATION
Information relating to Item 1 is set forth in the
Corporations 2008 Annual Report to Shareholders, Page 4, Brief Description of the Business and Managements Discussion and Analysis, pages 37-69, and is
incorporated herein by reference.
SUPERVISION AND REGULATION
The Company is subject to supervision and regulation by the Board of Governors of the Federal
Reserve System (the Federal Reserve Board). As a financial holding company, the Company may
engage in activities that are financial in nature or incidental to a financial activity, as
authorized by the Gramm-Leach-Bliley Act of 1999 (The Financial Services Reform Act). Under the
Financial Services Reform Act, the Company may continue to claim the benefits of financial holding
company status as long as each depository institution that it controls remains well capitalized and
well managed. The Company is required to provide notice to the Board of Governors of the Federal
Reserve System when it becomes aware that any depository institution controlled by the Company
ceases to be well capitalized or well managed. Furthermore, current regulation specifies that
prior to initiating or engaging in any new activities that are authorized for financial holding
companies, the Companys insured depository institutions must be rated satisfactory or better
under the Community Reinvestment Act (CRA). As of December 31, 2008, the Companys bank subsidiary
was rated satisfactory for CRA purposes, and remained well capitalized and, in managements
opinion, well managed. Cortland Bancorp owns no property. Operations are conducted at 194 West
Main Street, Cortland, Ohio.
The Cortland Savings and Banking Company (the Bank), as a state chartered banking organization and member of the Federal Reserve System,
is subject to periodic examination and regulation by both the Federal Reserve Bank of Cleveland and
the State of Ohio Division of Financial Institutions. These examinations, which include such areas
as capital, liquidity, asset quality, management practices and other aspects of the Banks
operations, are primarily for the protection of the Banks depositors. In addition to these
regular examinations, the Bank must furnish periodic reports to regulatory authorities containing a
full and accurate statement of its affairs. The Banks deposits are insured by the Federal Deposit
Insurance Corporation (FDIC).
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
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. The public may read and copy any materials filed with the Commission at the
SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days
during the hours of 10:00 am to 3:00 pm. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330.
I-2
PART 1 (CONTINUED)
Item l. Business
Statistical Disclosure
I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
Information relating to I Distribution of Assets, Liabilities and Shareholders Equity;
Interest Rates and Interest Differential is set forth in the Corporations 2008 Annual Report to
Shareholders under the pages indicated below and is incorporated herein by reference:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pages in 2008 |
|
|
|
|
|
|
Annual Report |
|
|
|
|
|
|
to Shareholders |
|
|
|
|
|
|
|
|
|
A. Average Balance Sheet - |
|
|
|
|
|
|
|
|
December 31, 2008, 2007 and 2006
|
|
34 & 35 |
|
|
|
|
|
|
|
|
|
B. Analysis of Net Interest Earnings - |
|
|
|
|
|
|
|
|
Years ending December 31, 2008, 2007 and 2006 |
|
34 & 35 |
|
|
|
|
|
|
|
|
|
C. Rate and Volume Analysis - |
|
|
|
|
|
|
|
|
2008 change from 2007 |
|
|
|
|
|
|
|
|
and 2007 change from 2006 |
|
47 |
II. INVESTMENT PORTFOLIO
Information relating to II Investment Portfolio is set forth in the Corporations 2008
Annual Report to Shareholders under the pages indicated below and is incorporated herein by
reference:
|
|
|
|
|
|
|
|
|
Pages in 2008 |
|
|
|
|
Annual Report |
|
|
|
|
to Shareholders |
|
|
|
|
|
A. Book value of investments -
|
|
|
|
|
December 31, 2008, 2007 and 2006 |
|
57 - 61 |
|
|
|
|
|
B. Summary of securities held -
|
|
|
|
|
December 31, 2008 |
|
60 & 61 |
|
|
|
|
|
C. N/A |
|
|
I-3
PART 1 (CONTINUED)
III. LOAN PORTFOLIO (ALL DOMESTIC)
A. TYPES OF LOANS
Information relating to III Loan Portfolio A. Types of Loans is set forth in the
Corporations 2008 Annual Report to Shareholders, Page 55, Loan Portfolio and is incorporated
herein by reference.
B. MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES
Information relating to III Loan Portfolio B. Maturities and Sensitivities of Loans to
Interest Rates is set forth in the Corporations 2008 Annual Report to Shareholders, Page 55, Loan
Portfolio and is incorporated herein by reference.
C. RISK ELEMENTS
Information relating to III Loan Portfolio C. Risk Elements, is set forth in the
Corporations 2008 Annual Report to Shareholders under the pages indicated below and is
incorporated herein by reference:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pages in 2008 |
|
|
|
|
|
|
|
|
Annual Report |
|
|
|
|
|
|
|
|
to Shareholders |
|
|
|
|
|
|
|
|
|
1. Nonaccrual, Past Due and Restructured Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Aggregate amount in each category (5 years) |
|
43 |
|
|
|
|
|
|
|
|
|
|
|
(2) Interest income |
|
|
|
|
|
|
(i) |
|
That would have been recorded |
|
19 & 43 |
|
|
|
|
(ii) |
|
That was included in income |
|
19 & 43 |
|
|
|
|
|
|
|
|
|
|
|
(3) Policy for placing loans on non-accrual status |
|
12 & 19 |
|
|
|
|
|
|
|
|
|
2. Potential Problem Loans |
|
19 |
|
|
|
|
|
|
|
|
|
3. Foreign Outstandings |
|
N/A |
|
|
|
|
|
|
|
|
|
4. Loan concentrations over 10% not otherwise disclosed |
|
57 |
D. Other Interest Bearing Assets N/A
I-4
PART 1 (CONTINUED)
IV. SUMMARY OF LOAN LOSS EXPERIENCE
A. Analysis of the Allowance for Loan Loss
Information relating to IV Summary of Loan Loss Experience A. Analysis of the
Allowance for Loan Loss is set forth in the Corporations 2008 Annual Report to Shareholders,
Pages 52-54, Allowance for Loan Losses and is incorporated herein by reference.
B. Breakdown of the Allowance for Loan Losses
Information relating to IV Summary of Loan Loss Experience B. Breakdown of the
Allowance for Loan Losses is set forth in the Corporations 2008 Annual Report to Shareholders
under the pages indicated below and is incorporated herein by reference.
|
|
|
|
|
Pages in 2008 |
|
|
Annual Report |
|
|
to Shareholders |
Breakdown of the Allowance for Loan Losses |
|
54 |
|
|
|
Percentage of loans in each category |
|
55 |
|
|
|
Loan Commitments and Lines of Credit |
|
22-23 & 65-66 |
V. DEPOSITS (ALL DOMESTIC)
A. Average Deposits and Average Rates Paid on Deposit Categories
Information relating to V Deposits A. Average Deposits and Rates is set forth in the
Corporations 2008 Annual Report to Shareholders, Pages 34 & 35, Five Year Summary Average
Balance Sheet, Yields and Rates and is incorporated herein by reference.
B. Not applicable
C. Not applicable
D. Summary of Time Deposits of $100,000 or More
Information relating to V Deposits D. Summary of Time Deposits of $100,000 or More by
Maturity Range, is set forth in the Corporations 2008 Annual Report to Shareholders, Page 20,
Note 6, Deposits and is incorporated herein by reference.
E. Not applicable
VI. RETURN ON EQUITY AND ASSETS
Information relating to VI Return on Equity and Assets is set forth in the
Corporations 2008 Annual Report to Shareholders, page 36, Selected Financial Data and is
incorporated herein by reference.
VII. SHORT TERM BORROWINGS
Not required
I-5
PART 1 (CONTINUED)
Item 1.A Risk Factors
The material risks and uncertainties that management believes affect the Company are described
below. Before making an investment decision with respect to the Companys stock, you should
carefully consider the risks and uncertainties as described below together with all of the
information included herein. The risks and uncertainties described below are not the only risks
and uncertainties the Company faces. Additional risks and uncertainties not presently known and
that are deemed immaterial also may have a material adverse effect on the Companys result of
operations and financial condition. If any of the following risks actually occur, the Companys
common stock could decline.
Risks Related to Our Business
Recent negative developments in the financial industry and the domestic credit market may
adversely affect the Companys operations and results. Negative developments in the latter half of
2007 and during 2008 in the credit and securitization markets have resulted in uncertainty in
financial markets with the expectation of the general economic downturn continuing in 2009.
Business activity across a wide range of industries and regions is declining. Unemployment has
increased significantly. During the second half of 2008, the financial services industry was
materially and adversely affected by significant declines in the values of nearly all asset classes
and by a serious lack of liquidity. These negative developments were initially triggered by
declines in home prices and the values of subprime residential mortgage loans, but quickly spread
to other asset classes. Market conditions have also led to the failure or merger of a number of
formerly prominent and large financial institutions. Furthermore, declining asset values on
financial instruments, defaults on residential mortgages and consumer loans, and the lack of market
and investor confidence, as well as other factors, have all combined to decrease liquidity, despite
very significant declines in Federal Reserve borrowing rates and other government actions. Some
banks and other lenders have suffered significant losses and have become reluctant to lend, even on
a secured basis, due to the increased risk of default and the impact of declining asset values on
the value of collateral. If current levels of market disruption and volatility continue or worsen,
there can be no assurance that the Company will not experience an adverse effect, which may be
material, on the Companys ability to access capital and on the Companys business, financial
condition, and results of operations.
Further economic downturns may have an impact on our
investment portfolio. The deterioration in the credit markets created market volatility and
illiquidity, resulting in significant declines in the market values of a broad range of investment
products. We continue to monitor the investment portfolio for deteriorating collateral values and
other-than-temporary-impairments in our investment portfolios.
There can be no assurance that recent legislative and regulatory initiatives to address
difficult market and economic conditions will stabilize the U.S.
banking system. In response to
the difficult market and economic conditions affecting the banking system and financial markets,
former President Bush signed the Emergency Economic Stabilization Act of 2008 (EESA) into law on
October 3, 2008. The EESA authorizes the Treasury Department to purchase from financial
institutions and their holding companies up to $700 billion in mortgage loans, mortgage-related
securities, and certain other financial instruments, including debt and equity securities issued by
financial institutions and their holding companies, under a Troubled Asset Relief Program, or
TARP. TARP was enacted to restore confidence and stability to the U.S. banking system and to
encourage financial institutions to increase their lending to customers and to each other. The
Treasury Department established a voluntary Capital Purchase Program (CPP) under TARP to
encourage eligible U.S. financial institutions to build capital to increase the flow of financing
to U.S. businesses and consumers. Under the CPP, the Treasury Department purchases senior
preferred stock and warrants from participating financial institutions. We have elected not to
participate in the CPP because we believe the CPPs restrictions on possible future dividend
I-6
PART 1 (CONTINUED)
Item 1.A Risk Factors (continued)
increases, the dilution to earnings, and the uncertainty surrounding future requirements of the CPP
outweighed the benefits of participation. Finally, the EESA also increased federal deposit
insurance on most deposit accounts from $100,000 to $250,000. This increase is in place until the
end of 2009 and is not covered by deposit insurance premiums paid by the banking industry.
On October 14, 2008, the FDIC announced the Temporary Liquidity Guarantee Program (TLG
Program) to strengthen confidence and encourage liquidity in the banking system. The TLG Program
consists of two components (i) a temporary guarantee of newly issued senior unsecured debt (the
Debt Guarantee Program) and (ii) a temporary unlimited guarantee of funds in noninterest-bearing
transaction accounts at FDIC-insured institutions (the Transaction Account Guarantee Program).
The Bank elected to participate in both the Debt Guarantee Program and the Transaction Account
Guarantee Program. The Debt Guarantee Program provides a full guarantee of senior unsecured debt
issued by eligible institutions between October 14, 2008, and June 30, 2009, with the guarantee
expiring on or before June 30, 2012. Senior unsecured debt includes Federal Funds with a stated
maturity greater than thirty days, promissory notes, commercial paper, and inter-bank certificates
of deposit. A participant in the Debt Guarantee Program will be assessed an annualized fee of 50
basis points for debt with a maturity of 180 days or less (excluding short term debt), 75 basis
points for debt with a maturity of 181-364 days, and 100 basis points for debt with a maturity of
365 days or greater. Holding companies with significant non-bank subsidiaries are also required to
pay an additional 10 basis points.
The EESA and TLG Program have been followed by numerous actions by the Federal Reserve, the
U.S. Congress, the Treasury Department, the FDIC, and the SEC to address the current liquidity and
credit crisis that has followed the sub-prime mortgage meltdown that began in 2007. These measures
include homeowner relief that encourage loan restructuring and modification; the establishment of
significant liquidity and credit facilities for financial institutions and investment banks; the
lowering of the federal funds rate; emergency action against short selling practices; a temporary
guaranty program for money market funds; the establishment of a commercial paper funding facility
to provide back-stop liquidity to commercial paper issuers; and coordinated international efforts
to address illiquidity and other weaknesses in the banking sector.
On February 17, 2009, President Obama signed the American Recovery and Reinvestment Act of
2009 (the Recovery Act) into law. The Recovery Act was implemented to provide $787 billion in
funds to create and preserve jobs, promote economic recovery, spur technological advances in
science and health, invest in transportation, environmental protection, and other infrastructure
that will provide long-term economic benefits, and stabilize state and local government budgets.
The Recovery Act also contains provisions limiting, but not capping, executive compensation for all
current and future TARP recipients until the institution has repaid the government.
The purpose of these legislative and regulatory actions is to stabilize U.S. financial
markets. The U.S. Congress or federal bank regulatory agencies could adopt additional regulatory
requirements or restrictions in response to the threats to the financial system and such changes
may adversely affect the Companys operations. In addition, the EESA and the Recovery Act may not
have the intended beneficial impact on the financial markets or the banking industry. To the
extent the market does not respond favorably to the legislative and regulatory initiatives
described above, the Companys prospects and results of operations would be adversely effected.
Success in the banking industry requires disciplined management of lending risks. A
significant portion of the Companys loan portfolio is secured by real property. Originating and
underwriting loans properly are
I-7
PART 1 (CONTINUED)
Item 1.A Risk Factors (continued)
integral to the Companys success. Credit risk is the risk of not being able to collect the
contractual obligation, including all principal and interest income when the borrower is unable to
repay the obligation as agreed. Credit risk could be affected by a variety of negative conditions,
including, (1) general, regional, or local economic conditions, (2) rapid increase in interest
rates, and/or (3) a downturn in an industry sector.
A critical resource for maintaining the safety and soundness of banks so that they can fulfill
their basic function of financial intermediation, the allowance for possible loan losses is a
reserve established through a provision for possible loan losses charged to expense that represents
managements best estimate of probable losses that have been incurred within the existing portfolio
of loans.
The level of the allowance reflects managements continuing evaluation of industry
concentrations; specific credit risks; loan loss experience; current loan portfolio quality;
present economic, political, and regulatory conditions; and unidentified losses inherent in the
current loan portfolio. The determination of the appropriate level of the allowance for possible
loan losses inherently involves a high degree of subjectivity and requires management to make
significant estimates of current credit risks and future trends, all of which may undergo material
changes. Continuing deterioration in economic conditions affecting borrowers, new information
regarding existing loans, identification of additional problem loans and other factors, both within
and outside of our control, may require an increase in the allowance for possible loan losses. In
addition, bank regulatory agencies periodically review the allowance for loan losses and may
require an increase in the provision for possible loan losses or the recognition of further loan
charge-offs, based on judgments different than those of management. If charge-offs in
future periods exceed the allowance for possible loan losses, the Company will need additional
provisions to increase the allowance for possible loan losses. Any increases in the allowance for
possible loan losses will result in a decrease in net income and, possibly, capital, and may have a
material adverse effect on the Companys financial condition and
results of operations. The current economic environment has led us,
and may continue to lead us, to take provisions that are higher than
the Company's historical experience.
Fluctuations in interest rates could adversely affect the Companys earnings and financial
condition. The risk of nonpayment of loans or credit risk is not the only lending risk.
Lenders are subject also to interest rate risk. Fluctuating rates of interest prevailing in the
market affect a banks net interest income, which is the difference between interest earned from
loans and investments, on one hand, and interest paid on deposits and borrowings, on the other.
Changes in the general level of interest rates can affect the Companys net interest income by
affecting the difference between the weighted average yield earned on our interest-earning assets
and the weighted average rate paid on our interest-bearing liabilities, or interest rate spread,
and the average life of our interest-earning assets and interest-bearing liabilities. Changes in
interest rates also can affect (i) the Companys ability to originate loans, (ii) the value of the
Companys interest
I-8
PART 1 (CONTINUED)
Item 1.A Risk Factors (continued)
earning assets, and the Companys ability to realize gains from the sale of such assets, (iii) the
Companys ability to obtain and retain deposits in competition with other available investment
alternatives, and (iv) the ability of the Companys borrowers to repay adjustable or variable rate
loans. Interest rates are highly sensitive to many factors, including governmental monetary
policies, domestic and international economic and political conditions, and other factors beyond
our control. Although the Company
believes that the estimated maturities of our interest-earning assets currently are well balanced
in relation to the estimated maturities of our interest-bearing liabilities (which involves various
estimates as to how changes in the general level of interest rates will impact these assets and
liabilities), there can be no assurance that the Companys profitability would not be adversely
affected during any period of changes in interest rates.
The Companys business may be adversely affected by changes in government policies. The
Company and its subsidiaries are and will remain subject to extensive state and federal government
supervision and regulation. This supervision and regulation affect many aspects of the banking
business, including permissible activities, lending, investments, payment of dividends, the
geographic locations in which the Companys services can be offered, and numerous other matters.
State and federal supervision and regulation are intended principally to protect depositors, the
public, and the deposit insurance fund administered by the FDIC. Protection of stockholders is not
a goal of banking regulation.
Applicable statutes, regulations, agency and court interpretations, and agency enforcement
policies have undergone significant changes, and could change significantly again. Federal and
state banking agencies also require banks and bank holding companies to maintain adequate capital.
Failure to maintain adequate capital or to comply with applicable laws, regulations, and
supervisory agreements could subject a bank or bank holding company to federal or state enforcement
actions, including termination of deposit insurance, imposition of fines and civil penalties, and,
in the most severe cases, appointment of a conservator or receiver for a depositary institution.
Changes in applicable laws and regulatory policies could adversely affect the banking industry
generally or the Company in particular. We give you no assurance that the Company will be able to
adapt successfully to industry changes caused by governmental actions.
The Company operates in a highly competitive industry and market area. The U.S. financial
system has become highly concentrated and has moved into a barbell-type structure. This structure
is characterized at one end by a handful of large financial conglomerates and at the other end by
thousands of community financial institutions spread across the U.S. According to the FDIC, the
four largest banking companies control more than 40% of the nations deposits and more than 50% of
the industrys assets. While the nations largest banks have not been permitted to fail, community
banks do fail with regularity. This policy disparity has entrenched an ongoing competitive
inequity against community banks. In effect, government ownership of banks various bank products
and services, many of which are considered the financial systems most profitable.
The Company faces significant competition both in making loans and in attracting deposits.
Competition is based on interest rates and other credit and service charges, the quality of
services rendered, the convenience of banking facilities, the range and type of products offered
and, in the case of loans to larger commercial borrowers, lending limits, among other factors.
Competition for loans comes principally from commercial banks, savings banks, savings and loan
associations, credit unions, mortgage banking companies,
I-9
PART 1 (CONTINUED)
Item 1.A Risk Factors (continued)
insurance companies, and other financial service companies. Our most direct competition for
deposits has historically come from commercial banks, savings banks, and savings and loan
associations. Technology has also lowered barriers to entry and made it possible for non-banks to
offer products and services traditionally provided by banks, such as automatic transfer and
automatic payment systems. Larger competitors may be able to achieve economies of scale and, as a
result, offer a broader range of products and services. The Companys ability to compete
successfully depends on a number of factors, including, among other things:
|
|
|
the ability to develop, maintain, and build long-term customer relationships
based on top quality service, high ethical standards, and safe, sound assets; |
|
|
|
|
the ability to expand the Companys market position; |
|
|
|
|
the scope, relevance, and pricing of products and services offered to meet
customer needs and demands; |
|
|
|
|
the rate at which the Company introduces new products and services relative to
its competitors; |
|
|
|
|
customer satisfaction with the Companys level of service; and |
|
|
|
|
industry and general economic trends. |
Failure to perform in any of these areas could significantly weaken the Companys competitive
position, which could adversely affect growth and profitability.
The Companys business could be adversely affected by a downturn in the local geographic
markets where the Company operates. The Bank derives the majority of its loans and deposits from
the communities located in the northeast Ohio region. Local economic conditions in these areas
have a significant impact on the generation of the Banks loan and deposit portfolios; the ability
of borrowers to repay these loans; and the value of collateral securing these loans. In January
2009, northeast Ohio unemployment rates were at the highest level in 15 years. A prolonged
economic downturn would likely contribute to the deterioration of the credit quality of our loan
portfolio and reduce our level of customer deposits, which in turn would hurt our business. If the
current economic downturn in the economy as a whole, or in the northeastern Ohio market continues
for a prolonged period, borrowers may be less likely to repay their loans as scheduled or at all.
Moreover, the value of real estate or other collateral that may secure our loans could be adversely
affected. Unlike many larger institutions, the Company is not able to spread the risks of
unfavorable local economic conditions across a large number of diversified economies and geographic
locations. A prolonged economic downturn could, therefore, result in losses that could materially
and adversely affect the Companys business. Consequently, adverse changes in the economic
conditions of the northeast Ohio region in general could result in a negative impact on the
financial results of the Companys operations and have a negative effect on profitability.
The Company does not have the financial and other resources that larger competitors have; this
could affect its ability to compete for large commercial loan originations and its ability to offer
products and services competitors provide to customers. The northeastern Ohio market in which the
Company operates has high concentrations of financial institutions. Many of the financial
institutions operating in our market are branches of significantly larger institutions
headquartered in Cleveland or in other major metropolitan areas, with significantly greater
financial resources and higher lending limits. In addition, many of these institutions offer
services that the Company does not or cannot provide. For example, the larger competitors greater
resources offer advantages such as the ability to price services at lower, more attractive levels,
and the ability to provide larger credit facilities. Because the Company is currently smaller than
many commercial lenders in its market, it is on occasion prevented from making commercial loans in
amounts competitors can offer. Financial
institutions' success is increasingly dependent upon use of
technology to provide products and services that satisfy customer
demands and to create additional operating efficiencies. Many of the
Company's competitors have substantially greater resources to invest
in technological improvements, which could enable them to perform
various banking functions at lower costs than the Company, or to
provide products and services that the Company is not able to
economically provide. We cannot assure you that the Company will be
able to develop and implement new technology-driven products or
services or that the Company will be successful in marketing these
products or services to customers.
I-10
PART 1 (CONTINUED)
Item 1.A Risk Factors (continued)
Changes in accounting standards could materially impact the Companys consolidated financial
statements. The Companys accounting policies and methods are fundamental to how our financial
condition and results of operations are recorded and reported. The accounting standard setters,
including the Financial Accounting Standards Board, the SEC, and other regulatory bodies, from time
to time may change the financial accounting and reporting standards that govern the preparation of
the Companys consolidated financial statements. These changes can be hard to predict and can
materially impact how the Company records and reports financial condition and results of
operations. In some cases, the Company could be required to apply a new or revised standard
retroactively, resulting in changes to previously reported financial results, or a cumulative
charge to retained earnings. Management may be required to make difficult, subjective, or complex
judgments about matters that are uncertain. Materially different amounts could be reported under
different conditions or using different assumptions.
The Company utilizes the Federal Home Loan Bank as an additional source of liquidity. The
Bank is a member of the Federal Home Loan Bank (FHLB) of Cincinnati, which is one of the twelve
regional banks comprising the FHLB System. The FHLB provides credit for member financial
institutions. As a member of the FHLB, we are required to own stock in the FHLB in proportion to
our borrowings. As of December 31, 2008, the Companys investment in FHLB stock totaled $3.523
million. The Company is authorized to apply for advances from the FHLB, which are collateralized
in the aggregate by loans, securities, FHLB stock, and by deposits with the FHLB. At December 31,
2008, the Company had approximately $62.5 million in FHLB advances. FHLB advances are only
available to borrowers that meet certain conditions. If the Company were to cease meeting these
conditions, our access to FHLB advances could be significantly reduced or eliminated.
The 12 FHLBs obtain their funding primarily through issuance of consolidated obligations of
the FHLB System. The U.S. government does not guarantee these obligations, and each of the 12
FHLBs are jointly and severally liable for repayment of each others debt. Therefore, the
Companys investment in the equity stock of the FHLB of Cincinnati could be adversely impacted by
the operations of the other FHLBs. Should the FHLBs be restricted from redeeming or repurchasing
member banks FHLB stock due to adverse financial conditions affecting either individual FHLBs or
the FHLB System as a whole, member banks may be required to recognize an impairment charge on their
FHLB equity stock investments. Certain FHLBs, including Cincinnati, have recently experienced
lower earnings and paid out lower dividends to their members. Future problems at the FHLBs may
impact the collateral necessary to secure borrowings and limit the borrowings extended to member
banks, as well as require additional capital contributions by member banks. Should this occur, the
Companys short term liquidity needs could be negatively impacted. Should the Company be restricted
from using FHLB advances due to weakness in the FHLB System or with the FHLB of Cincinnati, the
Company may be forced to find alternative funding sources. These alternative funding sources may
include seeking lines of credit with third party banks or the Federal Reserve Bank, borrowing under
repurchase agreement lines, increasing deposit rates to attract additional funds, accessing
brokered deposits, or selling certain investment securities categorized as available-for-sale in
order to maintain adequate levels of liquidity.
Our deposit insurance premium could be substantially higher in the future, which would have an
adverse effect on future earnings. As a result of EESA, the basic limit on federal deposit
insurance coverage was temporarily raised from $100,000 to $250,000 per depositor until January 1,
2010. The Bank also participates in the FDICs Transaction Account Guarantee Program. As a
condition of participating in the Transaction Account Guarantee Program, the Bank is assessed on a
quarterly basis an annualized 10 basis point assessment on balances in noninterest-bearing
transaction accounts that exceed the existing deposit insurance limit of $250,000. The Transaction
Account Guarantee Program ends on January 1, 2010.
During the year ended December 31, 2008, the Company paid $51,000 in deposit insurance
assessments to the FDIC. Under the Federal Deposit Insurance Act, the FDIC, absent extraordinary
circumstances, must establish and implement a plan to restore the deposit insurance reserve ratio
to 1.15% of insured deposits, over a five-year period, at any time that the reserve ratio falls
below 1.15%. The escalating pace of bank failures that began in 2008 has significantly increased
the Deposit Insurance Funds loss provisions, resulting in a decline in the reserve ratio to .40%
as of December 31, 2008. The FDIC expects continued insured institution failures in the next few
years, which likely will result in a continued decline in the reserve ratio.
On October 7, 2008, the FDIC released a five-year recapitalization plan and a proposal to
raise premiums to recapitalize the fund. In order to implement the restoration plan, the FDIC
proposed to change both its risk-based assessment system and its base assessment rates. Changes to
the risk-based assessment system would include increasing premiums for institutions that rely on
excessive amounts of brokered deposits, increasing premiums for excessive use of secured
liabilities, and lowering premiums for smaller institutions with very high capital levels. On
February 27, 2009, the FDIC
I-11
PART 1 (CONTINUED)
Item 1.A Risk Factors (continued)
adopted a final rule (i) modifying the risk-based assessment system and setting initial base
assessment rates beginning April 1, 2009, at 12 to 45 basis points, (ii) extending the period of
the restoration plan to seven years, and (iii) adopting an interim rule imposing an emergency 20
basis point special assessment on June 30, 2009, which will be collected on September 30, 2009, and
allowing the FDIC to impose possible additional special assessments of up to 10 basis points
thereafter to maintain public confidence in the Deposit Insurance Fund. Accordingly, increases in
the deposit insurance premium assessment rate applicable to us will adversely impact the Companys
earnings.
Risks Associated with the Companys Common Stock
An investment in the Companys common stock is not an insured deposit. The Companys common
stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other
deposit insurance fund or by any other public or private entity. As a result, if you acquire the
Companys common stock, you could lose some or all of your investment.
Our common stock has a limited trading market, which may make the prompt execution of sale
transactions difficult. Although our common stock may be traded from time to time on an individual
basis, no active trading market has developed and none may develop in the foreseeable future. Our
common stock is not traded on any exchange. However, our common stock is quoted and traded by
several dealers on the OTC Bulletin Board under the symbol CLDB. The Company currently does not
intend to seek listing of its common stock on NASDAQ or on another securities exchange.
Accordingly, if you wish to sell shares you may experience a delay or have to sell them at a lower
price in order to sell them promptly, if at all. A stock that is not listed on a securities
exchange might not be accepted as collateral for loans. If accepted as collateral, the stocks
value could nevertheless be substantially discounted. Consequently, investors should regard our
common stock as a long-term investment and should be prepared to bear the economic risk for an
indefinite period. Investors who need or desire to dispose of all or a part of their investments
in our common stock might not be able to do so except by private, direct negotiations with third
parties.
The Companys stock price is volatile. The Companys stock price has been volatile in the
past, and several factors could cause the price to fluctuate substantially in the future. These
factors include:
|
|
|
Actual or anticipated variations in earnings; |
|
|
|
|
Changes in dividend policy and dividend payout practices. |
|
|
|
|
Changes in analysts recommendations or projections; |
|
|
|
|
Operating and stock performance of other companies deemed to be peers; |
|
|
|
|
News reports of trends, concerns and other issues related to the financial
services industry; and |
|
|
|
|
Low volume of stock trades. |
The Companys stock price may fluctuate significantly in the future, and these fluctuations
may be unrelated to performance. General market price declines or market volatility in the future
could adversely affect the price of the Companys stock, and the current market price may not be
indicative of future market prices.
Further information relating to Item 1A Risk Factors is set forth in the Corporations 2008
Annual Report to Shareholders Managements Discussion Analysis. This information includes, but is
not limited to Page 37, Note regarding Forward-Looking Statements; pages 52-54, Allowance for Loan
Losses; pages 68-69, Market Risk; pages 37-39, Critical Accounting Policies and Estimates; and page
69, Impact of Inflation, and is incorporated herein by reference.
I-12
PART 1 (CONTINUED)
Item 1B. Unresolved Staff Comments N/A
Item 2. Properties
CORTLAND BANCORPS PROPERTY
Information relating to Item 2 Properties is set forth in the Corporations 2008 Annual
Report to Shareholders, page 4, Brief Description of the Business CORTLAND BANCORP and is
incorporated herein by reference.
CORTLAND BANKS PROPERTY
Information relating to Item 2 Properties is set forth in the Corporations 2008 Annual
Report to Shareholders, page 4, Brief Description of the Business, THE CORTLAND SAVINGS AND BANKING
COMPANY and is incorporated herein by reference.
Information relating to Item 2 Properties Location of Offices is set forth in the
Corporations 2008 Annual Report to Shareholders, on the back cover, Cortland Banks Offices and Locations and
is incorporated herein by reference.
Item 3. Legal Proceedings
Information relating to Item 3 Legal Proceedings is set forth in the Corporations 2008
Annual Report to Shareholders, page 32, Note 17, Litigation, and is incorporated herein by
reference.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of the
fiscal year covered by this report.
Item 4A. Identification of Executive Officers of the Registrant
The names, ages and positions of the executive officers as of March 16,
2009 are as follows:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position Held |
|
|
|
|
|
|
|
Lawrence A. Fantauzzi
|
|
|
61 |
|
|
President, Chief Executive |
|
|
|
|
|
|
Officer and Director |
|
|
|
|
|
|
|
James M. Gasior
|
|
|
49 |
|
|
Senior Vice President, Secretary, |
|
|
|
|
|
|
Chief Financial Officer and Director |
|
|
|
|
|
|
|
Craig M. Phythyon
|
|
|
47 |
|
|
Senior Vice President, Treasurer and |
|
|
|
|
|
|
Chief Investment Officer |
|
|
|
|
|
|
|
Timothy Carney
|
|
|
43 |
|
|
Senior Vice President and |
|
|
|
|
|
|
Chief Operations Officer |
|
|
|
|
|
|
|
Danny L. White
|
|
|
57 |
|
|
Senior Vice President and |
|
|
|
|
|
|
Chief Lending Officer |
|
|
|
|
|
|
|
Stephen A. Telego
|
|
|
55 |
|
|
Senior Vice President and |
|
|
|
|
|
|
Director of Human Resources |
All of the officers listed above will hold office until the next annual meeting of
shareholders, and until their successors are duly elected and qualified.
I-13
PART 1 (CONTINUED)
Item 4A. Executive Officers of the Registrant
Principal Occupation and Business Experience of Executive Officers
During the past five years the business experience of each of the executive officers has been
as follows:
Mr. Fantauzzi succeeded Mr. Platt as President and Chief Executive Officer of The Cortland
Savings and Banking Company beginning October 3, 2005. Mr. Fantauzzi also succeeded Mr. Platt as
President of Cortland Bancorp beginning November 1, 2005. Previously, Mr. Fantauzzi has served
as Senior Vice President of the Bank since 1996. He served as Controller and Chief Financial
Officer, as well as Secretary-Treasurer of both Cortland Bancorp the Bank. Mr. Fantauzzi has also been Vice President and Director of New
Resources Leasing Corporation, a subsidiary of the Bancorp, since 1995. Mr. Fantauzzi is 61 years
old and has been a member of the Board of Directors since February 9, 1999.
Mr. Gasior is Senior Vice President, Chief Financial Officer and Secretary of Cortland
Bancorp. He is also Senior Vice President, Chief Financial Officer
and Secretary of the Bank. He has been in these positions since
November, 2005. Mr.
Gasior is a Certified Public Accountant, a member of the American Institute of CPAs and the Ohio
Society of CPAs, is 49 years of age and has been a member of the Board of Directors since November
of 2005. Previously Mr. Gasior served as Senior Vice President of Lending and Administion of Cortland Bancorp and the Bank from April, 1999 to October 2005.
Mr. Phythyon is Senior Vice President, Chief Investment Officer and Treasurer of Cortland
Bancorp. He is also Senior Vice President, Chief Investment Officer and Treasurer of the Bank.
He has been in these positions since
November, 2005. Previously, Mr. Phythyon served as Vice President Assistant Controller of the Bank beginning in
2002. Mr. Phythyon is 47 years old.
Mr. Carney was elected as Senior Vice President and Chief Operations Officer of Cortland
Bancorp on April 22, 2008. He is also Senior Vice President and Chief Operations of the Bank
beginning in 2000. Mr. Carney is 43 years of age.
Mr. White was elected as Senior Vice President and Chief Lending Officer of the Cortland
Bancorp on April 22, 2008. He is also Senior Vice President and Chief Lending Officer of the Bank
and has served in this capacity since 2005. Previously, Mr. White
served as Vice President-Commercial Lending Supervisor. since 1999. Mr. White is 57 years old.
Mr. Telego was elected as Senior Vice President and Director of Human Resources of the
Cortland Bancorp on April 22, 2008. He is Senior Vice President and Director of Human Resources
since 1997, and was elected as Corporate Administrator of the Bank and has served in this capacity
since 2005. Mr. Telego is 55 years old.
I-14
PART II
Information relating to Items 5, 6, 7, 7A and 8 is set forth in the Corporations 2008 Annual
Report to Shareholders under the pages indicated below and is incorporated herein by reference:
|
|
|
|
|
|
|
|
|
Pages in 2008 |
|
|
|
|
Annual Report |
|
|
|
|
to Shareholders |
Item 5.
|
|
Market for Registrants Common Equity, Related
Shareholder Matters and Issuer Purchase of
Equity Securities |
|
|
|
|
a) Market Information
|
|
42 & 70 |
|
|
b) Holders
|
|
70 |
|
|
c) Dividends
|
|
32, 42 & 70 |
|
|
d) N/A |
|
|
|
|
|
|
|
|
|
e) Shareholder Return Performance Graph |
|
|
CUMULATIVE VALUE OF $100 INVESTMENT
Comparison of Five-Year Cumulative Total Return Among Cortland Bancorp,
The Russell 2000 Index and SNL Securities Index of Banks with Assets Under $500 Million. (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending |
Index |
|
12/31/03 |
|
|
12/31/04 |
|
|
12/31/05 |
|
|
12/31/06 |
|
|
12/31/07 |
|
|
12/31/08 |
|
|
Cortland Bancorp |
|
|
100.00 |
|
|
|
85.45 |
|
|
|
73.68 |
|
|
|
78.94 |
|
|
|
55.57 |
|
|
|
47.66 |
|
Russell 2000 |
|
|
100.00 |
|
|
|
118.33 |
|
|
|
123.72 |
|
|
|
146.44 |
|
|
|
144.15 |
|
|
|
95.44 |
|
SNL Bank < $500M |
|
|
100.00 |
|
|
|
115.43 |
|
|
|
122.21 |
|
|
|
128.39 |
|
|
|
104.24 |
|
|
|
60.51 |
|
|
|
|
(1) |
|
Assumes that on December 31, 2003, $100 each was invested in the common shares of Cortland
Bancorp, the Russell 2000 index, and the SNL Bank Index, with all subsequent dividends
reinvested. Cortland Bancorp is not among the banking companies included in the SNL Bank
Index, nor is it included in the Russell 2000 index. SNL Securities provided information for
Cortland Bancorp, The Russell 2000 index and the SNL Bank Index. Past performance provides no
guarantee or assurance that similar results can or will be achieved in the future. |
II-1
PART II (CONTINUED)
Item 5. (Continued)
|
|
|
|
|
|
|
Issuer Purchases of Equity Securities in The Fourth Quarter of 2008
|
|
33 |
|
|
|
|
|
Item 6.
|
|
Selected Financial Data
|
|
36 |
|
|
|
|
|
Item 7.
|
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations
|
|
37-69 |
|
|
|
|
|
Item 7A.
|
|
Quantitative and Qualitative Disclosures About
Market Risk
|
|
63-64, 68-69 |
|
|
|
|
|
Item 8.
|
|
Financial Statements and Supplementary Data
|
|
5-36 |
|
|
|
|
|
Item 9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
|
|
| |
Nothing to disclose, See Proxy
Statement |
|
|
|
|
|
Item 9A. |
|
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, effective as of the end of
the period covered by this report.
Annual Report on Internal Control Over Financial Reporting. The Report on
Managements Assessment of Internal Control Over Financial Reporting is included on page 5 of the
2008 Annual Report to Shareholders and is incorporated herein by reference.
Attestation Report of the Registered Public Accounting Firm. The Attestation Report
of the Companys independent registered public accounting firm is included on page 6 of the 2008
Annual Report to Shareholders and is incorporated herein by reference.
Changes in Internal Control Over Financial Reporting. Our Chief Executive Officer and
Chief Financial Officer have concluded that there have been no changes during the
fourth quarter of 2008 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
reasonable likely to materially affect, internal control over financial reporting.
|
|
|
Item 9B. |
|
Other Information |
Not applicable
II-2
PART III
|
|
|
Item l0. |
|
Directors, Executive Officers and Corporate Governance |
Information relating to this item will be set forth in the Corporations definitive proxy
statement to be filed pursuant to Regulation 14A of the Securities and Exchange Commission within
120 days after the end of our 2008 fiscal year in connection with its annual meeting of
shareholders to be held April 21, 2009 (the Proxy Statement). The information contained in the Proxy Statement under the following captions is incorporated herein by reference: Board Nominees,
Continuing Directors, The Board of Directors and Committees of the Board, Section 16(a)
Beneficial Ownership Reporting Compliance, Election of Directors and Audit Committee Matters.
Information relating to executive officers of the Corporation is set forth in Part I. Item 4A of this Form 10-K.
|
|
|
Item ll. |
|
Executive Compensation |
Information relating to this item is incorporated herein by reference to the information in the Proxy Statement that is set forth under the following captions of Executive Compensation
and Directors Compensation.
|
|
|
Item l2. |
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters |
Information relating to this item is incorporated herein by reference to the information in the Proxy Statement that is set
forth under the captions of Share Ownership by
Directors and Executive Officers.
|
|
|
Item l3. |
|
Certain Relationships and Related Transactions, and Director Independence |
Information relating to this item is incorporated herein by reference to the information in the Proxy Statement that is set forth under
the captions of Transactions with Related
Parties and The Board of Directors and Committees of the Board.
|
|
|
Item l4. |
|
Principal Accountant Fees and Services |
Information relating to this item is incorporated herein by reference to the information in the Proxy Statement that is set forth
under the captions of Audit Committee Matters.
III-1
PART IV
|
|
|
Item l5. |
|
Exhibits, Financial Statement Schedules |
|
|
|
|
|
|
|
(a) |
|
l. |
|
Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
Included in Part II of this report: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 8., Financial Statements and Accompanying Information,
is set forth in the Corporations 2008 Annual Report to
Shareholders and is incorporated by reference in Part II
of this report. |
|
|
|
|
|
Pages in 2008 |
|
|
Annual Report |
|
|
To Shareholders |
Consolidated Financial Statements: |
|
|
|
|
|
Report of Independent Registered Public Accounting Firm |
|
5-6 |
Consolidated Statements of Income for the Years Ended
December 31, 2008, 2007 and 2006 |
|
7 |
Consolidated Balance Sheets as of December 31, 2008 and 2007 |
|
8 |
Consolidated Statements of Shareholders Equity for the Years
Ended December 31, 2008, 2007 and 2006 |
|
9 |
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2008, 2007 and 2006 |
|
10 |
Notes to Consolidated Financial Statements |
|
11 - 33 |
|
|
|
|
|
|
|
|
|
(a) |
|
2. |
|
Financial Statement Schedules |
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Part IV of this report as Exhibit 23: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Accountants Consent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedules: |
|
|
|
|
|
|
|
|
All schedules are omitted because they are not applicable. |
|
|
|
|
|
|
|
|
|
(a) |
|
3. |
|
Exhibits Required by Item 601 of Regulation S-K |
|
|
|
|
|
|
|
|
|
|
|
|
|
The exhibits filed or incorporated by reference as a part of
this report are listed in the Index to Exhibits which appears
at page IV-3 hereof and is incorporated herein by reference. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 11 Statement regarding computation of earnings per share -
is set forth in the Corporations 2008 Annual Report to Shareholders
page 14, Note 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Per Share Amounts and is incorporated herein by reference. |
IV-1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
March 16 , 2009
|
|
|
|
|
|
By
|
|
/s/Lawrence A. Fantauzzi, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
President, Chief Executive |
|
|
|
|
|
|
|
|
|
|
Officer and Director |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
|
|
|
|
|
Director and Chairman
of the Board
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
President, Chief
Executive Officer
and Director
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Senior Vice President,
Secretary and Director
(Chief Financial
Officer)
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Director
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Director
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Director
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Director
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Director
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Director
|
|
March 16, 2009
Date |
|
|
|
|
|
|
|
Director
|
|
March 16, 2009
Date |
IV-2
INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this report:
Item 15(b). Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
Filing |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Date |
|
Herewith |
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 |
|
|
IV-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
IV-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
IV-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
IV-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
IV-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
Annual Report to
security holders
|
|
|
|
|
|
|
|
|
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
Code of Ethics
|
|
10-K
|
|
|
14 |
|
|
3/17/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
Subsidiaries of the
Registrant
|
|
|
|
|
|
|
|
|
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
Consents of experts
and counsel
Consent of
independent
registered public
Accounting firms
|
|
|
|
|
|
|
|
|
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of
the Chief Executive
Officer under Rule
13a-14(a)
|
|
|
|
|
|
|
|
|
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of
the Chief Financial
Officer under Rule
13a-14(a)
|
|
|
|
|
|
|
|
|
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
Section 1350
Certification of
Chief Executive
Officer and Chief
Financial Officer
required under
section 906 of the
Sarbanes-Oxley Act
of 2002
|
|
|
|
|
|
|
|
|
|
ü |
|
|
|
* |
|
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.
IV-8