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, 2010
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 o
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Non-accelerated filer o |
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Small reporting company þ |
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(Do not check if a smaller reporting
company) |
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 |
Common Stock, No Par Value
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at May 14, 2010 4,525,545 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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2010 |
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2009 |
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ASSETS |
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Cash and due from banks |
|
$ |
6,901 |
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$ |
8,212 |
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Interest bearing deposits |
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22,427 |
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36,611 |
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Total cash and cash equivalents |
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29,328 |
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44,823 |
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Investment securities available for sale (Note 3) |
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157,537 |
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141,273 |
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Investment securities held to maturity (estimated fair value of
$30,491 at March 31, 2010 and $31,490 at December 31, 2009 ) (Note 3) |
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29,635 |
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30,651 |
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Total loans (Note 4) |
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237,137 |
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248,248 |
|
Less allowance for loan losses (Note 4) |
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(2,447 |
) |
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(2,437 |
) |
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Net loans |
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234,690 |
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245,811 |
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Premises and equipment |
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6,986 |
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7,127 |
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Bank owned life insurance |
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13,322 |
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13,211 |
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Other assets |
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14,418 |
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14,403 |
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Total assets |
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$ |
485,916 |
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$ |
497,299 |
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LIABILITIES |
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Noninterest-bearing deposits |
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$ |
57,302 |
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$ |
60,173 |
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Interest-bearing deposits |
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317,985 |
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327,322 |
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Total deposits |
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375,287 |
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387,495 |
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Federal Home Loan Bank advances |
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51,500 |
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56,500 |
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Other short term borrowings |
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7,119 |
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6,866 |
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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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8,123 |
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4,375 |
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Total liabilities |
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447,184 |
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460,391 |
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SHAREHOLDERS EQUITY |
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Common stock $5.00 stated value authorized
20,000,000 shares; issued 4,728,267 in 2010 and 2009; outstanding shares 4,525,545
in 2010 and 4,525,551 in 2009 |
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23,641 |
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23,641 |
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Additional paid-in capital |
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20,850 |
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20,850 |
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Retained earnings |
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1,036 |
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|
142 |
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Accumulated other comprehensive loss |
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(3,201 |
) |
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(4,131 |
) |
Treasury stock at cost, 202,722 at March 31, 2010 and 202,716 at December 31, 2009 |
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(3,594 |
) |
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(3,594 |
) |
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Total shareholders equity |
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38,732 |
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36,908 |
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Total liabilities and shareholders equity |
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$ |
485,916 |
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$ |
497,299 |
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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 |
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MONTHS ENDED |
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MARCH 31, |
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2010 |
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2009 |
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INTEREST INCOME |
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Interest and fees on loans |
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$ |
3,679 |
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$ |
3,851 |
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Interest and dividends on investment securities: |
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Taxable interest income |
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1,486 |
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|
2,160 |
|
Nontaxable interest income |
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321 |
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|
349 |
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Dividends |
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40 |
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40 |
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Other interest income |
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23 |
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20 |
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Total interest income |
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5,549 |
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6,420 |
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INTEREST EXPENSE |
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Deposits |
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1,116 |
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1,835 |
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Borrowed funds |
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622 |
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|
703 |
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Subordinated debt |
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22 |
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43 |
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Total interest expense |
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1,760 |
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2,581 |
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Net interest income |
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3,789 |
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3,839 |
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PROVISION FOR LOAN LOSSES |
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175 |
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151 |
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
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3,614 |
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3,688 |
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OTHER INCOME |
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Fees for other customer services |
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545 |
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537 |
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Investment securities gains net |
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87 |
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Impairment losses on investment securities: |
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Impairment losses on investment securities |
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|
(275 |
) |
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(10,251 |
) |
Non credit-related (gains) losses on securities not expected to be sold
(recognized in other comprehensive income before tax) |
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(269 |
) |
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6,584 |
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Net impairment losses on investment securities |
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(544 |
) |
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(3,667 |
) |
Gain on sale of loans net |
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4 |
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71 |
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Other real estate losses net |
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(4 |
) |
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(14 |
) |
Earnings on bank owned life insurance |
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136 |
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|
135 |
|
Other non-interest income |
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27 |
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|
84 |
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Total other income |
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164 |
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(2,767 |
) |
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OTHER EXPENSES |
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Salaries and employee benefits |
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1,261 |
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|
1,838 |
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Net occupancy and equipment |
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472 |
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|
492 |
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State and local taxes |
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108 |
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|
105 |
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FDIC premiums |
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225 |
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|
80 |
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Bank exam and audit fees |
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109 |
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|
108 |
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Office supplies |
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86 |
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|
99 |
|
Other operating expenses |
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|
478 |
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|
558 |
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Total other expenses |
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2,739 |
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|
3,280 |
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INCOME (LOSS) BEFORE FEDERAL INCOME TAXES |
|
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1,039 |
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(2,359 |
) |
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|
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|
|
|
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|
Federal income tax expense (benefit) |
|
|
145 |
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(962 |
) |
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NET INCOME (LOSS) |
|
$ |
894 |
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|
$ |
(1,397 |
) |
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|
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|
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BASIC EARNINGS (LOSS) PER COMMON SHARE (NOTE 6) |
|
$ |
0.20 |
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|
$ |
(0.31 |
) |
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DILUTED EARNINGS (LOSS) PER COMMON SHARE (NOTE 6) |
|
$ |
0.20 |
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|
$ |
(0.31 |
) |
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CASH DIVIDENDS DECLARED PER SHARE |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited consolidated financial statements
of Cortland Bancorp and Subsidiaries
3
CORTLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS 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 |
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COMPREHENSIVE |
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TREASURY |
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HOLDERS |
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STOCK |
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CAPITAL |
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EARNINGS |
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LOSS |
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STOCK |
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EQUITY |
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|
THREE MONTHS ENDED MARCH 31, 2009 |
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|
BALANCE AT JANUARY 1, 2009 |
|
$ |
23,641 |
|
|
$ |
21,078 |
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|
$ |
6,480 |
|
|
$ |
(11,078 |
) |
|
$ |
(4,093 |
) |
|
$ |
36,028 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
Comprehensive loss: |
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|
|
|
|
|
|
|
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|
Net loss |
|
|
|
|
|
|
|
|
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|
(1,397 |
) |
|
|
|
|
|
|
|
|
|
|
(1,397 |
) |
Other comprehensive loss,
net of tax : |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Unrealized losses on available-
for-sale securities, net of
reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,777 |
|
|
|
|
|
|
|
2,777 |
|
Other comprehensive loss related to
securities for which other than temporary impairment
has been recognized in earnings, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,345 |
) |
|
|
|
|
|
|
(4,345 |
) |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
(2,965 |
) |
|
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|
|
|
|
|
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|
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|
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|
|
|
|
|
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|
|
Common stock transactions: |
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Treasury shares reissued |
|
|
|
|
|
|
(228 |
) |
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT MARCH 31, 2009 |
|
$ |
23,641 |
|
|
$ |
20,850 |
|
|
$ |
5,083 |
|
|
$ |
(12,646 |
) |
|
$ |
(3,593 |
) |
|
$ |
33,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED MARCH 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JANUARY 1, 2010 |
|
$ |
23,641 |
|
|
$ |
20,850 |
|
|
$ |
142 |
|
|
$ |
(4,131 |
) |
|
$ |
(3,594 |
) |
|
$ |
36,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
894 |
|
|
|
|
|
|
|
|
|
|
|
894 |
|
Other comprehensive income,
net of tax : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on available-
for-sale securities, net of
reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
753 |
|
|
|
|
|
|
|
753 |
|
Other comprehensive gain related to
securities for which other than temporary impairment
has been recognized in earnings, net of reclassification adjustment,
net of tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177 |
|
|
|
|
|
|
|
177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT MARCH 31, 2010 |
|
$ |
23,641 |
|
|
$ |
20,850 |
|
|
$ |
1,036 |
|
|
$ |
(3,201 |
) |
|
$ |
(3,594 |
) |
|
$ |
38,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPONENTS OF OTHER COMPREHENSIVE
LOSS (INCOME)
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net unrealized holding gains (losses) on available-for-sale securities arising during the period, net of tax |
|
$ |
571 |
|
|
$ |
(3,931 |
) |
Reclassification adjustment
for net gains realized in net income, net of tax |
|
|
|
|
|
|
(57 |
) |
Reclassification adjustment for other than temporary
impairment losses on debt securities, net of tax |
|
|
359 |
|
|
|
2,420 |
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on available-
for-sale securities, net of tax |
|
$ |
930 |
|
|
$ |
(1,568 |
) |
|
|
|
|
|
|
|
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, |
|
|
|
2010 |
|
|
2009 |
|
NET CASH FLOWS FROM OPERATING ACTIVITIES |
|
$ |
472 |
|
|
$ |
737 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchases of securities available for sale |
|
|
(17,787 |
) |
|
|
(76 |
) |
Proceeds from call, maturity and principal
payments on securities |
|
|
7,521 |
|
|
|
12,989 |
|
Net decrease in loans |
|
|
11,249 |
|
|
|
9,402 |
|
Proceeds from disposition of other real estate |
|
|
11 |
|
|
|
|
|
Purchases of premises and equipment |
|
|
(6 |
) |
|
|
(100 |
) |
|
|
|
|
|
|
|
Net cash flows from investing activities |
|
|
988 |
|
|
|
22,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Net increase (decrease) in deposit accounts |
|
|
(12,208 |
) |
|
|
2,118 |
|
Pay down of Federal Home Loan Bank advances |
|
|
(5,000 |
) |
|
|
|
|
Net increase in short term borrowings |
|
|
253 |
|
|
|
464 |
|
Treasury shares reissued |
|
|
|
|
|
|
272 |
|
|
|
|
|
|
|
|
Net cash flows from financing activities |
|
|
(16,955 |
) |
|
|
2,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
(15,495 |
) |
|
|
25,806 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
44,823 |
|
|
|
26,843 |
|
|
|
|
|
|
|
|
End of period |
|
$ |
29,328 |
|
|
$ |
52,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
1,825 |
|
|
$ |
2,626 |
|
Income taxes paid |
|
$ |
400 |
|
|
$ |
210 |
|
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, 2010 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2010.
These interim unaudited consolidated financial statements should be read in conjunction with our
annual audited financial statements as of December 31, 2009, included in our Form 10-K for the year
ended December 31, 2009, filed with the United States Securities and Exchange Commission. The
accompanying consolidated balance sheet at December 31, 2009, 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.
The Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC)
topic 105 Generally Accepted Accounting Principles became effective on July 1, 2009. At that date,
the ASC became FASBs officially recognized source of authoritative U.S. generally accepted
accounting principles (GAAP) applicable to all public and non-public non-governmental entities,
superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging
Issues Task Force (EITF) and related literature. Rules and interpretive releases of the SEC under
the authority of federal securities laws are also sources of authoritative GAAP for SEC
registrants. All other accounting literature is considered non-authoritative. The switch to the
ASC affects the way companies refer to U.S. GAAP in financial statements and accounting policies.
Citing particular content in the ASC involves specifying the unique numeric path to the content
through the Topic, Subtopic, Section and Paragraph structure.
2.) Reclassifications:
Certain items contained in the 2009 financial statements have been reclassified to conform to
the presentation for 2010. Such reclassifications had no effect on the net results of operations.
3.) Investment Securities:
Investments in debt and equity securities are classified as held to maturity, trading or
available for sale. Securities classified as held to maturity are those that management has the
positive intent and ability to hold to maturity. Securities classified as available for sale are
those that could be sold for liquidity, investment management, or similar reasons, even though
management has no present intentions to do so.
Securities 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
available for sale are carried at fair value with unrealized gains and losses recorded as a
separate component of shareholders equity, net of tax effects. Realized gains or losses on
dispositions are based on net proceeds and the adjusted carrying amount of securities sold, using
the specific identification method. Interest on securities is accrued and credited to operations
based on the principal balance outstanding, adjusted for amortization of premiums and accretion of
discounts.
Unrealized losses on investments have not been recognized into income. Management has
considered whether the present value of cash flow expected to be collected are less than the
securitys amortized cost basis (the difference defined as the credit loss), the magnitude and
duration of the decline, the reasons underlying the decline and the Companys intent to sell the
security or whether it is more likely than not that the Company would be required to sell the
security before its anticipated recovery in market value, to determine whether the loss in value is
other-than-temporary.
6
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The following is a summary of investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations |
|
$ |
35,240 |
|
|
$ |
463 |
|
|
$ |
120 |
|
|
$ |
35,583 |
|
Obligations of states and political subdivisions |
|
|
13,310 |
|
|
|
211 |
|
|
|
66 |
|
|
|
13,455 |
|
Mortgage-backed and related securities |
|
|
89,278 |
|
|
|
2,963 |
|
|
|
51 |
|
|
|
92,190 |
|
Trust preferred pools/collateralized debt obligations |
|
|
20,523 |
|
|
|
|
|
|
|
8,250 |
|
|
|
12,273 |
|
Corporate securities |
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
158,638 |
|
|
|
3,637 |
|
|
|
8,487 |
|
|
|
153,788 |
|
Regulatory stock |
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale |
|
$ |
162,387 |
|
|
$ |
3,637 |
|
|
$ |
8,487 |
|
|
$ |
157,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
128 |
|
|
$ |
12 |
|
|
$ |
|
|
|
$ |
140 |
|
U.S. Government agencies and corporations |
|
|
5,991 |
|
|
|
150 |
|
|
|
|
|
|
|
6,141 |
|
Obligations of states and political subdivisions |
|
|
15,837 |
|
|
|
592 |
|
|
|
11 |
|
|
|
16,418 |
|
Mortgage-backed and related securities |
|
|
7,679 |
|
|
|
345 |
|
|
|
232 |
|
|
|
7,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity |
|
$ |
29,635 |
|
|
$ |
1,099 |
|
|
$ |
243 |
|
|
$ |
30,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations |
|
$ |
20,465 |
|
|
$ |
315 |
|
|
$ |
227 |
|
|
$ |
20,553 |
|
Obligations of states and political subdivisions |
|
|
12,351 |
|
|
|
230 |
|
|
|
83 |
|
|
|
12,498 |
|
Mortgage-backed and related securities |
|
|
89,613 |
|
|
|
2,729 |
|
|
|
280 |
|
|
|
92,062 |
|
Trust preferred pools/collateralized debt obligations |
|
|
21,068 |
|
|
|
|
|
|
|
8,944 |
|
|
|
12,124 |
|
Corporate securities |
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
143,784 |
|
|
|
3,274 |
|
|
|
9,534 |
|
|
|
137,524 |
|
Regulatory stock |
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
3,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale |
|
$ |
147,533 |
|
|
$ |
3,274 |
|
|
$ |
9,534 |
|
|
$ |
141,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
130 |
|
|
$ |
11 |
|
|
$ |
|
|
|
$ |
141 |
|
U.S. Government agencies and corporations |
|
|
5,990 |
|
|
|
134 |
|
|
|
|
|
|
|
6,124 |
|
Obligations of states and political subdivisions |
|
|
16,097 |
|
|
|
631 |
|
|
|
15 |
|
|
|
16,713 |
|
Mortgage-backed and related securities |
|
|
8,434 |
|
|
|
326 |
|
|
|
248 |
|
|
|
8,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity |
|
$ |
30,651 |
|
|
$ |
1,102 |
|
|
$ |
263 |
|
|
$ |
31,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2010 and December 31, 2009 regulatory stock consisted of $3,523 in Federal Home
Loan Bank (FHLB) stock and $226 in Federal Reserve Bank (FED) stock. Each investment is carried at
cost, and the Company is required to hold such investments as a condition of membership in order to
transact business with the FHLB and the FED.
The FHLB of Cincinnatis financial condition remained strong despite the economic recession
and the FHLB of Cincinnati continued to fulfill its role as an important provider of reliable and
attractively priced wholesale funding, with a competitive dividend paid to the Bank in each of the
four quarters of 2009 and the first quarter of 2010.
7
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The amortized cost and fair value of debt securities at March 31, 2010, by contractual
maturity, are shown below. Actual maturities will differ from contractual maturities because
issuers may have the right to call or prepay obligations with or without call or prepayment
penalties.
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
|
Amortized |
|
|
Estimated |
|
|
|
Cost |
|
|
Fair Value |
|
Investment securities available for sale |
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
3,230 |
|
|
$ |
3,242 |
|
Due after one year through five years |
|
|
527 |
|
|
|
547 |
|
Due after five years through ten years |
|
|
29,962 |
|
|
|
30,109 |
|
Due after ten years |
|
|
35,641 |
|
|
|
27,700 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
69,360 |
|
|
|
61,598 |
|
Mortgage-backed securities |
|
|
89,278 |
|
|
|
92,190 |
|
|
|
|
|
|
|
|
Total |
|
$ |
158,638 |
|
|
$ |
153,788 |
|
|
|
|
|
|
|
|
Investment securities held to maturity |
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
2,857 |
|
|
$ |
2,911 |
|
Due after one year through five years |
|
|
697 |
|
|
|
754 |
|
Due after five years through ten years |
|
|
7,007 |
|
|
|
7,162 |
|
Due after ten years |
|
|
11,395 |
|
|
|
11,872 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
21,956 |
|
|
|
22,699 |
|
Mortgage-backed securities |
|
|
7,679 |
|
|
|
7,792 |
|
|
|
|
|
|
|
|
Total |
|
$ |
29,635 |
|
|
$ |
30,491 |
|
|
|
|
|
|
|
|
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 loses realized on securities sold or called for the period
ended:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Proceeds on securities sold |
|
None | |
|
None | |
Gross realized gains |
|
None | |
|
None | |
Gross realized losses |
|
None | |
|
None | |
|
|
|
|
|
|
|
|
|
Proceeds on securities called |
|
None | |
|
$ |
7,804 |
|
Gross realized gains |
|
None | |
|
|
87 |
|
Gross realized losses |
|
None | |
|
None | |
Securities available for sale, carried at fair value, totaled $157,537 at March 31, 2010 and
$141,273 at December 31, 2009 representing 84.17% and 82.17%, respectively, of all investment
securities. These levels provide an adequate level of liquidity in managements opinion.
Investment securities with a carrying value of approximately $92,544 at March 31, 2010 and
$87,678 at December 31, 2009 were pledged to secure deposits and for other purposes.
8
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, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
U.S. Government agencies and corporations |
|
$ |
13,013 |
|
|
$ |
120 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
13,013 |
|
|
$ |
120 |
|
Obligations of states and political subdivisions |
|
|
5,371 |
|
|
|
65 |
|
|
|
1,161 |
|
|
|
12 |
|
|
|
6,532 |
|
|
|
77 |
|
Mortgage-backed and related securities |
|
|
11,412 |
|
|
|
56 |
|
|
|
518 |
|
|
|
227 |
|
|
|
11,930 |
|
|
|
283 |
|
Trust preferred pools/collateralized debt obligations |
|
|
|
|
|
|
|
|
|
|
12,080 |
|
|
|
8,250 |
|
|
|
12,080 |
|
|
|
8,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,796 |
|
|
$ |
241 |
|
|
$ |
13,759 |
|
|
$ |
8,489 |
|
|
$ |
43,555 |
|
|
$ |
8,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table comprises 55 investment securities where the fair 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, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
U.S. Government agencies and corporations |
|
$ |
11,111 |
|
|
$ |
227 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
11,111 |
|
|
$ |
227 |
|
Obligations of states and political subdivisions |
|
|
4,019 |
|
|
|
69 |
|
|
|
1,705 |
|
|
|
29 |
|
|
|
5,724 |
|
|
|
98 |
|
Mortgage-backed and related securities |
|
|
32,696 |
|
|
|
272 |
|
|
|
2,130 |
|
|
|
256 |
|
|
|
34,826 |
|
|
|
528 |
|
Trust preferred pools/collateralized debt obligations |
|
|
|
|
|
|
|
|
|
|
11,932 |
|
|
|
8,944 |
|
|
|
11,932 |
|
|
|
8,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47,826 |
|
|
$ |
568 |
|
|
$ |
15,767 |
|
|
$ |
9,229 |
|
|
$ |
63,593 |
|
|
$ |
9,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table comprises 66 investment securities where the fair value is less than the
related amortized cost.
The unrealized loss on Collateralized Debt Obligations (CDOS) represents pools of trust
preferred debt primarily issued by bank holding companies and insurance companies. The unrealized
loss on these securities at March 31, 2010 was $8,250 as compared to a $8,944 loss at December 31,
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, 2010.
Among the Companys numerous mortgage backed securities is one privately issued variable rate
CMO. The security was valued on March 31 at $.64 on a dollar and is scheduled to reprice in
February of 2011. The Company had the security tested by a third party for subprime mortgage
containment and none was found. As government intervention takes hold and the market in general
somewhat settled, the CMO market has begun a slow recovery. A year ago, this security priced at
$.31 on a dollar, and at December 31, 2009, at $.62. The doubling of the value since March 2009
provides evidence that the impairment is temporary. General market liquidity has been improving,
even with the government phasing out of its many assistive programs. The security carries a credit
rating of A indicating little probability of default. Also, as a variable rate security,
interest resets have been bringing the rate down, thus reducing the value. As interest rates rise
in the next 9 to 12 months (as economists predict), and the rate resets higher, the price of the
security should also recover relative to our book value. The
securitys underlying delinquency rate is 6.92%. A current third party analysis of this security
indicates at the current delinquency and default rates, no loss is projected on this security
through its maturity. This CMO is in the held to maturity portfolio and it is not more likely than
not that the Company will be required to sell the debt security before its anticipated recovery.
As a result of all of the facts presented, the Company does not consider this investment to be
other-than-temporarily impaired.
9
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
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. The Companys investment in FNMA and FHLMC is $6,151
and $5,950 respectively.
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.
Securities Deemed to be Other-Than-Temporarily Impaired
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 of 2010 in accordance
with FASB ASC topic 320, Investments Debt and Equity Securities. The purpose of this ASC is to
provide greater clarity to investors about the credit and noncredit component of an OTTI event and
to communicate more effectively when an OTTI event has occurred. This ASC amends the OTTI guidance
in GAAP for debt securities and improves the presentation and disclosure of other-than-temporary
impairment on investment securities and changes the calculation of the OTTI recognized in earnings
in the financial statements. This ASC does not amend existing recognition and measurement guidance
related to OTTI of equity securities.
For debt securities, ASC topic 320 requires an entity to assess whether (a) it has the intent
to sell the debt security, or (b) it is more likely than not that it will be required to sell the
debt security before its anticipated recovery. If either of these conditions is met, an OTTI on the
security must be recognized.
In instances in which a determination is made that a credit loss (defined as the difference
between the present value of the cash flows expected to be collected and the amortized cost basis)
exists but the entity does not intend to sell the debt security and it is not more likely than not
that the entity will be required to sell the debt security before the anticipated recovery of its
remaining amortized cost basis (i.e., the amortized cost basis less any current-period credit
loss), ASC topic 320 determines the presentation and amount of the OTTI recognized in the income
statement.
In these instances, the impairment is separated into (a) the amount of the total impairment
related to the credit loss, and (b) the amount of the total impairment related to all other
factors. The amount of the total OTTI related to the credit loss is recognized in earnings. The
amount of the total impairment related to all other factors is recognized in other comprehensive
income (loss). The total OTTI is presented in the income statement with an offset for the amount
of the total OTTI that is recognized in other comprehensive income (loss).
Through the impairment assessment process, the Company determined that the investments
discussed below were other-than-temporarily impaired at March 31, 2010. The Company recorded
impairment credit losses in earnings on available-for-sale securities of $544 for the quarter ended
March 31, 2010. The non-credit portion of impairment included at March 31, 2010 recorded in Other
Comprehensive Income (loss) was $4,067. In the quarter ended March 31, 2009, the Company recorded
impairment credit losses in earnings on available for sale securities of $3,667. The $6,584 non-
credit portion of impairment was recorded in Other Comprehensive Income (loss). For the year ended
December 31, 2009 the Company recorded impairment credit losses of $14,502.
10
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Impaired Losses Recognized in income on
Other-Than-Temporarily Impaired Securities |
|
|
|
|
|
|
|
|
Collateralized debt obligations |
|
$ |
544 |
|
|
$ |
3,667 |
|
|
|
|
|
|
|
|
Total |
|
$ |
544 |
|
|
$ |
3,667 |
|
|
|
|
|
|
|
|
Over the past eight quarters, the Company recognized $2,066 of other-than-temporary losses
attributable to its General Motors Corporation Corporate Securities with a cost basis of $2,353.
The impairment charges were recognized due to the fact that General Motors filed for
government-assisted Chapter 11 bankruptcy protection on June 1, 2009. Pursuant to the
reorganization, secured creditors of the newly emerged company were granted priority in the
liability settlement process. Unsecured creditors, such as the Companys position in these
corporate bonds, are subject to much more restrictive settlement options still to be determined.
Under this scenario, the market has priced these securities well below the par values. The Company
did not expect the value to recover from this pricing level, thus recognized other- than-temporary
impairment. Since the bond has traded recently above the reduced book value there was no
additional impairment recognized during the current quarter.
For the quarter ended March 31, 2010, the Company recognized OTTI of $544 attributable to
twelve CDOs with a cost basis of $14,675. For the year ended December 31, 2009, the Company
recognized OTTI of $13,687 attributable to eighteen CDOs with a cost basis of $21,618. For the
quarter ended March 31, 2009, the Company recognized OTTI of $3,667 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. See Note 8, Fair Value for
additional discussion of CDO impairment.
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.
11
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
|
|
|
|
|
|
|
|
|
|
|
CONTRACT OR NOTIONAL AMOUNT |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Financial instruments whose contract amount represents credit risk: |
|
|
|
|
|
|
|
|
Commitments to extend credit: |
|
|
|
|
|
|
|
|
Fixed rate |
|
$ |
557 |
|
|
$ |
933 |
|
Variable rate |
|
|
31,484 |
|
|
|
33,959 |
|
Standby letters of credit |
|
|
498 |
|
|
|
703 |
|
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, 2010 totaled $10,541 and $10,553 at December 31, 2009. The total average daily
balance of overdrafts used at March 31, 2010 was $120 and $139 at December 31, 2009, or
approximately 1.1% of the total aggregate overdraft protection available to depositors at March 31,
2010 and 1.3% at December 31, 2009. The balance at March 31, 2010 of all deposit overdrafts
included in total loans was $125, with the balance at December 31, 2009 of $129.
The Company, through its subsidiary bank, grants residential, consumer and commercial loans to
customers located primarily in Northeast Ohio and Western Pennsylvania. The following represents
the composition of the loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
1-4 Family residential mortgages |
|
|
25.2 |
% |
|
|
24.5 |
% |
Commercial mortgages |
|
|
55.6 |
% |
|
|
51.0 |
% |
Consumer loans |
|
|
3.2 |
% |
|
|
3.1 |
% |
Commercial loans |
|
|
9.8 |
% |
|
|
15.5 |
% |
Home equity loans |
|
|
6.2 |
% |
|
|
5.9 |
% |
There are $308 in mortgage loans held for sale included in 1-4 family residential mortgages as
of March 31, 2010, and none at December 31, 2009. 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, 2010 and December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Loans accounted for on a non-accrual basis |
|
$ |
988 |
|
|
$ |
1,230 |
|
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) |
|
|
612 |
|
|
|
920 |
|
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, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Gross interest income that would have been recorded if
the loans had been current in accordance with their
original terms (contractual interest income) |
|
$ |
30 |
|
|
$ |
23 |
|
Interest income actually included in income on the loans |
|
|
9 |
|
|
|
9 |
|
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, or portions thereof, are charged off when
deemed uncollectible.
Impaired loans were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Balance of impaired loans with no allocated allowance |
|
$ |
101 |
|
|
$ |
855 |
|
Balance of impaired loans with an allocated allowance |
|
|
186 |
|
|
|
401 |
|
|
|
|
|
|
|
|
Total recorded investment in impaired loans |
|
$ |
287 |
|
|
$ |
1,256 |
|
|
|
|
|
|
|
|
Amount of the allowance allocated to impaired loans |
|
$ |
108 |
|
|
$ |
156 |
|
|
|
|
|
|
|
|
Average balance of impaired loans |
|
$ |
772 |
|
|
$ |
1,078 |
|
|
|
|
|
|
|
|
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 $2 for the three months ended March 31, 2010 and $52 for the twelve
months ended December 31, 2009.
Loans in the amount of $7,809 as of March 31, 2010, and $16,354 as of December 31, 2009 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,
2010 and March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Balance at beginning of period |
|
$ |
2,437 |
|
|
$ |
2,470 |
|
Loan charge-offs: |
|
|
|
|
|
|
|
|
1-4 family residential mortgages |
|
|
22 |
|
|
|
7 |
|
Commercial mortgages |
|
|
137 |
|
|
|
|
|
Consumer loans and other loans |
|
|
35 |
|
|
|
57 |
|
Commercial loans |
|
|
1 |
|
|
|
2 |
|
Home equity loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
195 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
Recoveries on previous loan losses: |
|
|
|
|
|
|
|
|
1-4 family residential mortgages |
|
|
1 |
|
|
|
|
|
Commercial mortgages |
|
|
|
|
|
|
1 |
|
Consumer loans and other loans |
|
|
26 |
|
|
|
29 |
|
Commercial loans |
|
|
|
|
|
|
|
|
Home equity loans |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
30 |
|
Net charge-offs |
|
|
(165 |
) |
|
|
(36 |
) |
Provision charged to operations |
|
|
175 |
|
|
|
151 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
2,447 |
|
|
$ |
2,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of annualized net charge-offs
to average loans outstanding |
|
|
0.27 |
% |
|
|
0.06 |
% |
|
|
|
|
|
|
|
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, |
|
|
|
2010 |
|
|
2009 |
|
Net income (loss) |
|
$ |
894 |
|
|
$ |
(1,397 |
) |
Weighted average common shares outstanding* |
|
|
4,525,550 |
|
|
|
4,525,326 |
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share* |
|
$ |
0.20 |
|
|
$ |
(0.31 |
) |
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share* |
|
$ |
0.20 |
|
|
$ |
(0.31 |
) |
|
|
|
* |
|
Average shares outstanding and the resulting per share amounts have been restated to give
retroactive effect to the two 1% stock dividends in 2009. |
14
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
7.) 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 issued by the trust. The securities bear interest at the 3-month
LIBOR rate plus 1.45%. The rate at March 31, 2010 was 1.71% and at December 31, 2009 was 1.70%.
The Company issued subordinated debentures to the trust in exchange for the proceeds of the trust
preferred offering. The debentures represent the sole assets of this trust. The Company may redeem
the subordinated debentures, in whole or in part, at a premium declining ratably to par in
September 2012.
In accordance with FASB ASC, Topic 942, Financial Services Depository and Lending 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.
8.) Fair Value
Measurements
Accounting guidance under ASC Topic 820, Fair Value Measurements and Disclosures, 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. ASC Topic 820 requires an entity to base its conclusion
about whether a transaction was not orderly on the weight of the evidence.
The Company groups assets and liabilities recorded at fair value into three levels based on
the markets in which the assets and liabilities are traded and the reliability of the assumptions
used to determine fair value. A financial instruments level within the fair value hierarchy is
based on the lowest level of input that is significant to the fair value measurement (with level 1
considered highest and level 3 considered lowest). A brief description of each level follows:
Level 1: Quoted prices are available in active markets for identical assets or liabilities as of
the reported date.
Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly
or indirectly observable as of the reported date. The nature of these assets and liabilities
include items for which quoted prices are available but which trade less frequently, and items that
are fair valued using other financial instruments, the parameters of which can be directly
observed.
Level 3: Assets and liabilities that have little to no pricing observability as of the reported
date. These items do not have two-way markets and are measured using managements best estimate of
fair value, where inputs into the determination of fair value require significant management
judgment or estimation.
15
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The following table presents the assets reported on the consolidated balance sheets at their
fair value as of March 31 2010 and December 31, 2009 by level within the fair value hierarchy.
Financial assets and liabilities are classified in their entirety based on the lowest level of
input that is significant to the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at 3/31/10 Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
for Identical Assets |
|
|
Observable |
|
|
Unobservable |
|
Description |
|
3/31/10 |
|
|
(Level 1) |
|
|
Inputs (Level 2) |
|
|
Inputs (Level 3) |
|
U. S. Government agencies and corporations |
|
$ |
35,583 |
|
|
$ |
|
|
|
$ |
35,583 |
|
|
$ |
|
|
Obligations of states and political subdivisions |
|
|
13,455 |
|
|
|
|
|
|
|
13,455 |
|
|
|
|
|
Mortgage-backed and related securities |
|
|
92,190 |
|
|
|
|
|
|
|
92,190 |
|
|
|
|
|
Trust preferred pools/collateralize debt
obligations |
|
|
12,273 |
|
|
|
|
|
|
|
|
|
|
|
12,273 |
|
Corporate securities |
|
|
287 |
|
|
|
|
|
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
153,788 |
|
|
$ |
|
|
|
$ |
141,515 |
|
|
$ |
12,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at 12/31/09 Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable |
|
|
Unobservable |
|
Description |
|
12/31/09 |
|
|
(Level 1) |
|
|
Inputs (Level 2) |
|
|
Inputs (Level 3) |
|
U. S. Government agencies and corporations |
|
$ |
20,553 |
|
|
$ |
|
|
|
$ |
20,553 |
|
|
$ |
|
|
Obligations of states and political subdivisions |
|
|
12,498 |
|
|
|
|
|
|
|
12,498 |
|
|
|
|
|
Mortgage-backed and related securities |
|
|
92,062 |
|
|
|
|
|
|
|
92,062 |
|
|
|
|
|
Trust preferred pools/collateralize debt
obligations |
|
|
12,124 |
|
|
|
|
|
|
|
|
|
|
|
12,124 |
|
Corporate securities |
|
|
287 |
|
|
|
|
|
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
137,524 |
|
|
$ |
|
|
|
$ |
125,400 |
|
|
$ |
12,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables present the changes in the Level 3 fair value category for the three
months ended March 31, 2010. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses included |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in net income |
|
|
|
|
|
|
|
Net realized/Unrealized |
|
|
|
|
|
|
|
|
|
|
for the period |
|
|
|
|
|
|
|
gains/(losses) included in |
|
|
|
|
|
|
|
|
|
|
relating to assets |
|
|
|
|
|
|
|
Non- |
|
|
Other |
|
|
Transfers |
|
|
Purchases |
|
|
held at |
|
|
|
January l, |
|
|
interest |
|
|
Comprehensive |
|
|
in and/or |
|
|
Issuance |
|
|
March 31, |
|
|
March 31, |
|
Net Unrealized |
|
2010 |
|
|
Income |
|
|
Income |
|
|
out of Level 3 |
|
|
and settlements |
|
|
2010 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust preferred
Pools/CDOs |
|
$ |
12,124 |
|
|
$ |
(544 |
) |
|
$ |
693 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
12,273 |
|
|
$ |
(544 |
) |
16
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
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 statements 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 a
determination that 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. 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 all of which
require considerable judgment.
Collateralized debt obligations are accounted for under FASB ASC Topic 325 Investments Other.
The Company evaluates current available information in estimating the future cash flows of
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 deferrals and defaults, and other relevant market information.
The Company owns 32 collateralized debt obligation securities (CDO) totaling $35,142 (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.
Beginning the second half of 2008 and through the first quarter of 2010, 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, or regulatory actions. As a result of changes in these and various other factors during
2009 and the first quarter of 2010, Moodys Investors Service, Fitch Ratings and Standards and
Poors downgraded multiple CDO securities, including securities held by the Company. All of
the CDO securities held by the Company are now considered to be below investment grade. The
deteriorating economic, credit and financial conditions experienced in 2008 and through the first
quarter of 2010 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. The Company determined that for fourteen 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 fourteen securities. The Company does not consider the
investment in these assets to be other-than-temporarily impaired at March 31, 2010. 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, 2010 analysis, our model
indicated other-than-temporary impairment on the remaining eighteen securities, all of which
experienced additional defaults or deferrals during the period. These eighteen securities had
impairment losses of $18.3 million, of which $14.2 million was recorded as expense ($544 in the
current quarter) and $4.1 million was recorded in other comprehensive income (loss). These eighteen
securities remained classified as available for sale at March 31, 2010, and together, the 32
securities subjected to FASB ASC Topic 320 accounted for the entire $8.3 million of gross
unrealized losses in the trust preferred pools/collateralized debt obligations category at March
31, 2010.
17
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The following table details the eighteen debt securities with other-than-temporary impairment,
their credit ratings at March 31, 2010 and the related losses recognized in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of other- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
than-temporary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
impairment |
|
|
|
|
|
|
Amount of other-than- |
|
|
|
Moodys/ |
|
|
related to credit |
|
|
|
|
|
|
temporary impairment |
|
|
|
Fitch |
|
|
loss at |
|
|
|
|
|
|
related to credit loss at |
|
|
|
Rating |
|
|
January 1, 2010 |
|
|
Addition |
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PreTSL II Mezzanine |
|
Ca/C |
|
$ |
816 |
|
|
$ |
364 |
|
|
$ |
1,180 |
|
PreTSL VIII B-3 |
|
|
C/C |
|
|
|
1,390 |
|
|
|
0 |
|
|
|
1,390 |
|
PreTSL XVI D |
|
NR/C |
|
|
518 |
|
|
|
0 |
|
|
|
518 |
|
PreTSL XVI D |
|
NR/C |
|
|
991 |
|
|
|
0 |
|
|
|
991 |
|
Alesco Preferred Funding VIII Class E Notes 1 |
|
Ca/C |
|
|
1,500 |
|
|
|
0 |
|
|
|
1,500 |
|
Tropic CDO V Class B-1L |
|
|
C/C |
|
|
|
4,425 |
|
|
|
1 |
|
|
|
4,426 |
|
MM Community Funding III Class B |
|
Baa3/B |
|
|
6 |
|
|
|
5 |
|
|
|
11 |
|
PreTSL IX Class B-2 |
|
Ca/C |
|
|
247 |
|
|
|
0 |
|
|
|
247 |
|
PreTSL XVII Class D |
|
NR/C |
|
|
930 |
|
|
|
0 |
|
|
|
930 |
|
PreTSL XXV Class D |
|
NR/C |
|
|
1,001 |
|
|
|
0 |
|
|
|
1,001 |
|
PreTSL XXVI Class D |
|
NR/C |
|
|
464 |
|
|
|
0 |
|
|
|
464 |
|
PreTSL XVIII Class D |
|
NR/C |
|
|
513 |
|
|
|
0 |
|
|
|
513 |
|
Trapeza CDO II Class C-1 |
|
Ca/C |
|
|
317 |
|
|
|
31 |
|
|
|
348 |
|
PreTSL XVII Class C |
|
Ca/C |
|
|
94 |
|
|
|
56 |
|
|
|
150 |
|
PreTSL XV Class B-3 |
|
Ca/C |
|
|
84 |
|
|
|
40 |
|
|
|
124 |
|
PreTSL XXIII Class C-FP |
|
|
C/C |
|
|
|
204 |
|
|
|
7 |
|
|
|
211 |
|
PreTSL I Mezzanine |
|
Caa1/C |
|
|
103 |
|
|
|
1 |
|
|
|
104 |
|
PreTSL XV Class B-2 |
|
Ca/C |
|
|
84 |
|
|
|
39 |
|
|
|
123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
13,687 |
|
|
$ |
544 |
|
|
$ |
14,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The following table provides additional information related to our entire pooled trust
preferred collateralized debt obligations as of March 31, 2010 used to evaluate
other-than-temporary impairments.
Pooled Trust Preferred Security Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferrals |
|
|
Excess |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
Subordination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Defaults as |
|
|
as a % of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Moodys/ |
|
|
Issuers |
|
|
% of |
|
|
Current |
|
|
|
|
|
|
|
Book |
|
|
|
|
|
Gain |
|
|
Fitch |
|
|
Currently |
|
|
Current |
|
|
Performing |
|
Deal |
|
Class |
|
|
Value |
|
|
Fair Value |
|
|
Loss |
|
|
Rating |
|
|
Performing |
|
|
Collateral |
|
|
Collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PreTSL I |
|
Mezzanine |
|
|
$ |
841 |
|
|
$ |
654 |
|
|
$ |
(187 |
) |
|
Caal/C |
|
|
26 |
|
|
|
24.86 |
% |
|
|
0.00 |
% |
PreTSL II |
|
Mezzanine |
|
|
|
933 |
|
|
|
604 |
|
|
|
(329 |
) |
|
Ca/C |
|
|
22 |
|
|
|
38.90 |
|
|
|
0.00 |
|
PreTSL IV |
|
Mezzanine |
|
|
|
183 |
|
|
|
133 |
|
|
|
(50 |
) |
|
Ca/CCC |
|
|
4 |
|
|
|
27.07 |
|
|
|
19.07 |
|
PreTSL V |
|
Mezzanine |
|
|
274 |
|
|
|
194 |
|
|
|
(80 |
) |
|
Ba3/C |
|
|
2 |
|
|
|
43.12 |
|
|
|
0.00 |
|
PreTSL VIII |
|
|
B-3 |
|
|
|
610 |
|
|
|
239 |
|
|
|
(371 |
) |
|
|
C/C |
|
|
|
23 |
|
|
|
43.67 |
|
|
|
0.00 |
|
PreTSL IX |
|
|
B-2 |
|
|
|
753 |
|
|
|
363 |
|
|
|
(390 |
) |
|
Ca/C |
|
|
35 |
|
|
|
29.22 |
|
|
|
0.00 |
|
PreTSL XV |
|
|
B-2 |
|
|
|
378 |
|
|
|
117 |
|
|
|
(261 |
) |
|
Ca/C |
|
|
57 |
|
|
|
26.08 |
|
|
|
0.00 |
|
PreTSL XV |
|
|
B-3 |
|
|
|
379 |
|
|
|
116 |
|
|
|
(263 |
) |
|
Ca/C |
|
|
57 |
|
|
|
26.08 |
|
|
|
0.00 |
|
PreTSL XVI |
|
|
D |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
NR/C |
|
|
42 |
|
|
|
31.67 |
|
|
|
0.00 |
|
PreTSL XVI |
|
|
D |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
NR/C |
|
|
42 |
|
|
|
31.67 |
|
|
|
0.00 |
|
PreTSL XVII |
|
|
C |
|
|
|
828 |
|
|
|
152 |
|
|
|
(676 |
) |
|
Ca/C |
|
|
45 |
|
|
|
20.62 |
|
|
|
0.00 |
|
PreTSL XVII |
|
|
D |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
NR/C |
|
|
45 |
|
|
|
20.62 |
|
|
|
0.00 |
|
PreTSL XVIII |
|
|
D |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
NR/C |
|
|
59 |
|
|
|
21.75 |
|
|
|
0.00 |
|
PreTSL XXIII |
|
|
C-2 |
|
|
|
1,011 |
|
|
|
239 |
|
|
|
(772 |
) |
|
|
C/C |
|
|
|
100 |
|
|
|
22.95 |
|
|
|
0.00 |
|
PreTSL XXIII |
|
C-FP |
|
|
1,544 |
|
|
|
481 |
|
|
|
(1,063 |
) |
|
|
C/C |
|
|
|
100 |
|
|
|
22.95 |
|
|
|
0.00 |
|
PreTSL XXV |
|
|
D |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
NR/C |
|
|
53 |
|
|
|
30.96 |
|
|
|
0.00 |
|
PreTSL XXVI |
|
|
D |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
NR/C |
|
|
53 |
|
|
|
28.31 |
|
|
|
0.00 |
|
I-PreTSL I |
|
|
B-1 |
|
|
|
985 |
|
|
|
740 |
|
|
|
(245 |
) |
|
NR/BB |
|
|
16 |
|
|
|
9.04 |
|
|
|
7.78 |
|
I-PreTSL I |
|
|
B-2 |
|
|
|
1,000 |
|
|
|
744 |
|
|
|
(256 |
) |
|
NR/BB |
|
|
16 |
|
|
|
9.04 |
|
|
|
7.78 |
|
I-PreTSL I |
|
|
B-3 |
|
|
|
1,000 |
|
|
|
742 |
|
|
|
(258 |
) |
|
NR/BB |
|
|
16 |
|
|
|
9.04 |
|
|
|
7.78 |
|
I-PreTSL II |
|
|
B-3 |
|
|
|
2,990 |
|
|
|
2,516 |
|
|
|
(474 |
) |
|
NR/BB |
|
|
29 |
|
|
|
0.00 |
|
|
|
14.33 |
|
I-PreTSL III |
|
|
B-2 |
|
|
|
1,000 |
|
|
|
733 |
|
|
|
(267 |
) |
|
B2/BB |
|
|
24 |
|
|
|
5.81 |
|
|
|
9.05 |
|
I-PreTSL III |
|
|
C |
|
|
|
1,000 |
|
|
|
583 |
|
|
|
(417 |
) |
|
NR/B |
|
|
24 |
|
|
|
5.81 |
|
|
|
1.49 |
|
I-PreTSL IV |
|
|
B-1 |
|
|
|
1,000 |
|
|
|
693 |
|
|
|
(307 |
) |
|
Ba2/B |
|
|
31 |
|
|
|
4.16 |
|
|
|
8.84 |
|
I-PreTSL IV |
|
|
B-2 |
|
|
|
1,000 |
|
|
|
693 |
|
|
|
(307 |
) |
|
Ba2/B |
|
|
31 |
|
|
|
4.16 |
|
|
|
8.84 |
|
I-PreTSL IV |
|
|
C |
|
|
|
500 |
|
|
|
255 |
|
|
|
(245 |
) |
|
Caa1/CCC |
|
|
31 |
|
|
|
4.16 |
|
|
|
4.68 |
|
Alesco VIII |
|
|
E |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
Ca/C |
|
|
59 |
|
|
|
33.87 |
|
|
|
0.00 |
|
MM Community Funding
III |
|
|
B |
|
|
|
456 |
|
|
|
330 |
|
|
|
(126 |
) |
|
Baa3/B |
|
|
8 |
|
|
|
22.69 |
|
|
|
9.99 |
|
MM Community Funding II |
|
|
B |
|
|
|
193 |
|
|
|
193 |
|
|
|
0 |
|
|
Baa2/BB |
|
|
6 |
|
|
|
26.98 |
|
|
|
14.21 |
|
Tropic V |
|
|
B-1L |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
C/C |
|
|
|
60 |
|
|
|
34.59 |
|
|
|
0.00 |
|
Trapeza II |
|
|
C-1 |
|
|
|
665 |
|
|
|
265 |
|
|
|
(400 |
) |
|
Ca/C |
|
|
24 |
|
|
|
35.11 |
|
|
|
0.00 |
|
Trapeza IX |
|
|
B-1 |
|
|
|
1,000 |
|
|
|
494 |
|
|
|
(506 |
) |
|
Caa3/CC |
|
|
42 |
|
|
|
10.91 |
|
|
|
12.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
20,523 |
|
|
$ |
12,273 |
|
|
$ |
(8,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
The market for these securities at March 31, 2010 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 pooled 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. The pooled market value for these securities
remains very depressed relative to historical levels. Although there has been marked improvement
in the credit spread premium in the corporate bond space, no such improvement has been noted in the
market for trust preferred CDOs.
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, 2010; |
|
|
|
|
An income valuation approach technique (present value technique) that maximizes the use
of relevant observable inputs and minimizes 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 Company enlisted the aid of an independent third party to perform the TRUP CDO valuations.
The approach to determining fair value involved the following process:
|
1. |
|
Estimate the credit quality of the collateral using average probability of default
values for each issuer (adjusted for rating levels). |
|
|
2. |
|
Consider the potential for correlation among issuers within the same industry for
default probabilities (e.g. banks with other banks). |
|
|
3. |
|
Forecast the cash flows for the underlying collateral and apply to each CDO tranche to
determine the resulting distribution among the securities. |
|
|
4. |
|
Discount the expected cash flows to calculate the present value of the security. |
|
|
5. |
|
The effective discount rates on an overall basis generally range from 9.70% to 47.19%
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 table presents the assets measured on a nonrecurring basis on the consolidated
balance sheets at their fair value as of March 31, 2010 and December 31, 2009 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 loans 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 include 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, 2010 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets Measured on a Non-recurring basis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
|
|
|
$ |
179 |
|
|
$ |
|
|
|
$ |
179 |
|
Other real estate owned |
|
|
|
|
|
|
677 |
|
|
|
|
|
|
|
677 |
|
Mortgage loans held for sale |
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets Measured on a Non-recurring basis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
|
|
|
$ |
1,100 |
|
|
$ |
|
|
|
$ |
1,100 |
|
Other real estate owned |
|
|
|
|
|
|
687 |
|
|
|
|
|
|
|
687 |
|
20
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
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, 2010, the recorded investment
in impaired loans was $287 with a related reserve of $108 resulting in a net balance of $179. At
December 31, 2009, the recorded investment in impaired loans was $1,256 with a related reserve of
$156 resulting in a net balance of $1,100.
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 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 2010 the recorded investment in OREO was $687 with a valuation
allowance of $10 resulting in a net balance of $677. At December 31, 2009, the recorded investment
in OREO was $697 with a valuation allowance of $10 resulting in a net balance of $687.
Mortgage loans held for sale: The fair value of loans held-for-sale is based upon an actual
purchase and sale agreement between the Company and an independent market participant. The sale is
executed within a reasonable period following quarter end at the stated fair value.
Financial Instruments
The FASB ASC Topic 825, Financial Instruments, requires disclosure of fair value information
about financial instruments, whether or not recognized in the Consolidated Balance Sheet, for which
it is practicable to estimate the value. In cases where quoted market prices are not available,
fair values are based on estimates using present value or other estimation techniques. Those
techniques are significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows.
Such techniques and assumptions, as they apply to individual categories of the financial
instruments, are as follows:
Cash
and cash equivalents The carrying amounts for cash and cash equivalents are a reasonable
estimate of those assets fair value.
Investment
securities Fair values of securities are based on quoted market prices, where
available. If quoted market prices are not available, fair values are based on quoted market
prices of comparable securities. Prices on trust preferred securities were calculated using a
discounted cash-flow technique. Cash flows were estimated based on credit and prepayment
assumptions. The present value of the projected cash flows was calculated using a discount rate
equal to the current yield used to accrete the beneficial interest.
Loans,
net of allowance for loan loss Market quotations are generally not available for loan
portfolios. The fair value is estimated by discounting future cash flows using current market
inputs at which loans with similar terms and qualities would be made to borrowers of similar credit
quality.
Accrued
interest receivable The carrying amount is a reasonable estimate of these assets fair
value.
Demand
and savings deposits Demand, savings, and money market deposit accounts are valued at the
amount payable on demand.
21
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
Time deposits The fair value of certificates of deposit is based on the discounted value of
contractual cash flows. The discount rates are estimated using market rates currently offered for
similar instruments with similar remaining maturities.
FHLB advances The fair value for fixed rate advances is estimated by discounting the future cash
flows using rates at which advances would be made to borrowers with similar credit ratings and for
the same remaining maturities. The fair value for
the fixed rate advances that are convertible to quarterly LIBOR floating rate advances on or after
certain specified dates at the option of the FHLB and the FHLB fixed rate advances that are putable
on or after certain specified dates at the option of the FHLB are priced using the FHLB of
Cincinnatis model.
Other short term borrowings Other short term borrowings generally have an original term to
maturity of one year or less. Consequently, their carrying value is a reasonable estimate of fair
value.
Subordinated debt The carrying amount for the subordinated debt is a reasonable estimate of the
debts fair value due to the fact the debt floats based on LIBOR and resets quarterly.
Accrued interest payable The carrying amount is a reasonable estimate of these liabilities fair
value.
The fair value of unrecorded commitments at March 31, 2010 and December 31, 2009 is not material.
In addition, other assets and liabilities of the Company that are not defined as financial
instruments are not included in the disclosures, such as property and equipment. Also,
non-financial instruments typically not recognized in financial statements nevertheless may have
value but are not included in the above disclosures. These include, among other items, the
estimated earning power of core deposit accounts, the trained work force, customer goodwill and
similar items. Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company.
The carrying amounts and estimated fair values of the Companys financial instruments are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
|
|
amount |
|
|
Fair Value |
|
|
amount |
|
|
Fair Value |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
29,328 |
|
|
$ |
29,328 |
|
|
$ |
44,823 |
|
|
$ |
44,823 |
|
Investment securities available for sale |
|
|
157,537 |
|
|
|
157,537 |
|
|
|
141,273 |
|
|
|
141,273 |
|
Investment securities held to maturity |
|
|
29,635 |
|
|
|
30,491 |
|
|
|
30,651 |
|
|
|
31,490 |
|
Loans, net of allowance for loan losses |
|
|
234,690 |
|
|
|
239,200 |
|
|
|
245,811 |
|
|
|
250,913 |
|
Accrued interest receivable |
|
|
2,307 |
|
|
|
2,307 |
|
|
|
2,112 |
|
|
|
2,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and savings deposits |
|
$ |
211,326 |
|
|
$ |
211,326 |
|
|
$ |
222,704 |
|
|
$ |
222,704 |
|
Time deposits |
|
|
163,961 |
|
|
|
166,982 |
|
|
|
164,791 |
|
|
|
168,947 |
|
FHLB advances |
|
|
51,500 |
|
|
|
54,681 |
|
|
|
56,500 |
|
|
|
59,805 |
|
Other short term borrowings |
|
|
7,119 |
|
|
|
7,119 |
|
|
|
6,866 |
|
|
|
6,866 |
|
Subordinated debt |
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
Accrued interest payable |
|
|
660 |
|
|
|
660 |
|
|
|
725 |
|
|
|
725 |
|
22
CORTLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except for per share amounts)
10.) Memorandum of Understanding
As disclosed under Item 5 of the Form 10Q filing for the quarter ended March 31, 2009,
Cortland Banks, in May 2009, was presented with an informal memorandum of understanding.
On May 26, 2009, the Board of Directors of Cortland Bancorp and Cortland Banks adopted
resolutions authorizing its President and Chief Executive Officer to enter into the Memorandum of
Understanding (MOU) with the Federal Reserve. The MOU was executed June 1, 2009. The Division of
Financial Institutions, State of Ohio, became a party to the MOU in December 2009, when the
agreement was revised. The revised MOU was executed December 31, 2009. The MOU requires the
Company and Cortland Banks to obtain the Federal Reserves approval prior to: (i) incurring any
debt; (ii) repurchasing any of its stock; or (iii) paying any dividends.
The MOU also required Cortland Banks, within specified timeframes, to submit the following
plans to the Federal Reserve for its approval: (i) a plan to strengthen and improve management of
the overall risk exposure of the investment portfolio; (ii) a plan to maintain an adequate capital
position, (iii) a plan to strengthen board oversight of the management and operations of the Bank
and (iv) a plan for 2010 to improve the Banks earnings and overall condition.
The provisions of the MOU shall remain effective and enforceable until stayed, modified,
terminated or suspended by the Federal Reserve. The Company is substantially in compliance with
the provisions of the MOU as of March 31, 2010.
23
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, 2010 |
|
|
DECEMBER 31, 2009, |
|
|
MARCH 31, 2009 |
|
|
|
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 |
|
$ |
34,320 |
|
|
$ |
23 |
|
|
|
0.26 |
% |
|
$ |
59,923 |
|
|
$ |
155 |
|
|
|
0.27 |
% |
|
$ |
30,277 |
|
|
$ |
20 |
|
|
|
0.27 |
% |
Investment securities (1) (2) |
|
|
179,916 |
|
|
|
1,999 |
|
|
|
4.45 |
% |
|
|
176,524 |
|
|
|
8,965 |
|
|
|
5.08 |
% |
|
|
203,413 |
|
|
|
2,711 |
|
|
|
5.34 |
% |
Loans (2) (3) |
|
|
242,043 |
|
|
|
3,696 |
|
|
|
6.15 |
% |
|
|
238,290 |
|
|
|
15,229 |
|
|
|
6.39 |
% |
|
|
242,669 |
|
|
|
3,876 |
|
|
|
6.43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
456,279 |
|
|
$ |
5,718 |
|
|
|
5.04 |
% |
|
|
474,737 |
|
|
$ |
24,349 |
|
|
|
5.13 |
% |
|
|
476,359 |
|
|
$ |
6,607 |
|
|
|
5.60 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
6,547 |
|
|
|
|
|
|
|
|
|
|
|
6,661 |
|
|
|
|
|
|
|
|
|
|
|
6,623 |
|
|
|
|
|
|
|
|
|
Bank premises and equipment |
|
|
7,077 |
|
|
|
|
|
|
|
|
|
|
|
7,392 |
|
|
|
|
|
|
|
|
|
|
|
7,564 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
18,938 |
|
|
|
|
|
|
|
|
|
|
|
9,460 |
|
|
|
|
|
|
|
|
|
|
|
3,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest-earning
assets |
|
|
32,562 |
|
|
|
|
|
|
|
|
|
|
|
23,513 |
|
|
|
|
|
|
|
|
|
|
|
17,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
488,841 |
|
|
|
|
|
|
|
|
|
|
$ |
498,250 |
|
|
|
|
|
|
|
|
|
|
$ |
493,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
$ |
69,378 |
|
|
$ |
73 |
|
|
|
0.43 |
% |
|
$ |
65,266 |
|
|
$ |
436 |
|
|
|
0.67 |
% |
|
$ |
62,228 |
|
|
$ |
162 |
|
|
|
1.06 |
% |
Savings |
|
|
87,534 |
|
|
|
74 |
|
|
|
0.34 |
% |
|
|
84,933 |
|
|
|
516 |
|
|
|
0.61 |
% |
|
|
82,037 |
|
|
|
185 |
|
|
|
0.91 |
% |
Time |
|
|
161,740 |
|
|
|
969 |
|
|
|
2.43 |
% |
|
|
175,153 |
|
|
|
5,342 |
|
|
|
3.05 |
% |
|
|
178,551 |
|
|
|
1,488 |
|
|
|
3.37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
318,652 |
|
|
|
1,116 |
|
|
|
1.42 |
% |
|
|
325,352 |
|
|
|
6,294 |
|
|
|
1.93 |
% |
|
|
322,816 |
|
|
|
1,835 |
|
|
|
2.30 |
% |
Other borrowings |
|
|
62,920 |
|
|
|
622 |
|
|
|
4.01 |
% |
|
|
68,307 |
|
|
|
2,813 |
|
|
|
4.12 |
% |
|
|
68,286 |
|
|
|
703 |
|
|
|
4.18 |
% |
Subordinated Debt |
|
|
5,155 |
|
|
|
22 |
|
|
|
1.70 |
% |
|
|
5,155 |
|
|
|
127 |
|
|
|
2.46 |
% |
|
|
5,155 |
|
|
|
43 |
|
|
|
3.33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
386,727 |
|
|
$ |
1,760 |
|
|
|
1.85 |
% |
|
|
398,814 |
|
|
$ |
9,234 |
|
|
|
2.32 |
% |
|
|
396,257 |
|
|
$ |
2,581 |
|
|
|
2.64 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
59,572 |
|
|
|
|
|
|
|
|
|
|
|
58,506 |
|
|
|
|
|
|
|
|
|
|
|
57,714 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
4,764 |
|
|
|
|
|
|
|
|
|
|
|
4,857 |
|
|
|
|
|
|
|
|
|
|
|
3,782 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
37,778 |
|
|
|
|
|
|
|
|
|
|
|
36,073 |
|
|
|
|
|
|
|
|
|
|
|
36,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
Shareholders equity |
|
$ |
488,841 |
|
|
|
|
|
|
|
|
|
|
$ |
498,250 |
|
|
|
|
|
|
|
|
|
|
$ |
493,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
3,958 |
|
|
|
|
|
|
|
|
|
|
$ |
15,115 |
|
|
|
|
|
|
|
|
|
|
$ |
4,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread (4) |
|
|
|
|
|
|
|
|
|
|
3.19 |
% |
|
|
|
|
|
|
|
|
|
|
2.81 |
% |
|
|
|
|
|
|
|
|
|
|
2.96 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (5) |
|
|
|
|
|
|
|
|
|
|
3.47 |
% |
|
|
|
|
|
|
|
|
|
|
3.19 |
% |
|
|
|
|
|
|
|
|
|
|
3.38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets
to interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
117.98 |
% |
|
|
|
|
|
|
|
|
|
|
119.04 |
% |
|
|
|
|
|
|
|
|
|
|
120.21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes both taxable and tax exempt securities and loans. |
|
(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
$17 and $151 for March 31, 2010,$82 and $644 for December 31, 2009, $25 and $162 for March 31.
2009. |
|
(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
24
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 |
|
2010 |
|
|
2009 |
|
|
2009 |
|
|
2009 |
|
|
2009 |
|
SUMMARY OF OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
$ |
5,549 |
|
|
$ |
5,681 |
|
|
$ |
5,701 |
|
|
$ |
5,821 |
|
|
$ |
6,420 |
|
Total interest expense |
|
|
(1,760 |
) |
|
|
(1,973 |
) |
|
|
(2,248 |
) |
|
|
(2,432 |
) |
|
|
(2,581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME (NII) |
|
|
3,789 |
|
|
|
3,708 |
|
|
|
3,453 |
|
|
|
3,389 |
|
|
|
3,839 |
|
Provision for loan losses |
|
|
(175 |
) |
|
|
(90 |
) |
|
|
(121 |
) |
|
|
(65 |
) |
|
|
(151 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NII after loss provision |
|
|
3,614 |
|
|
|
3,618 |
|
|
|
3,332 |
|
|
|
3,324 |
|
|
|
3,688 |
|
Security losses including impairment losses |
|
|
(544 |
) |
|
|
(257 |
) |
|
|
(2,463 |
) |
|
|
(7,770 |
) |
|
|
(3,580 |
) |
Gain on sale of loans |
|
|
4 |
|
|
|
32 |
|
|
|
43 |
|
|
|
119 |
|
|
|
71 |
|
Total other income (excluding security and loan gains) |
|
|
704 |
|
|
|
771 |
|
|
|
752 |
|
|
|
736 |
|
|
|
742 |
|
Total other noninterest expense |
|
|
(2,739 |
) |
|
|
(3,428 |
) |
|
|
(3,383 |
) |
|
|
(3,557 |
) |
|
|
(3,280 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before tax |
|
|
1,039 |
|
|
|
736 |
|
|
|
(1,719 |
) |
|
|
(7,148 |
) |
|
|
(2,359 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
894 |
|
|
$ |
643 |
|
|
$ |
(983 |
) |
|
$ |
(4,598 |
) |
|
$ |
(1,397 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER COMMON SHARE DATA (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income, both basic and diluted |
|
$ |
0.20 |
|
|
$ |
0.14 |
|
|
$ |
(0.22 |
) |
|
$ |
(1.01 |
) |
|
$ |
(0.31 |
) |
Cash dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
|
8.59 |
|
|
|
8.16 |
|
|
|
8.18 |
|
|
|
7.77 |
|
|
|
7.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
$ |
485,916 |
|
|
$ |
497,299 |
|
|
$ |
498,375 |
|
|
$ |
500,049 |
|
|
$ |
493,400 |
|
Investments |
|
|
187,172 |
|
|
|
171,924 |
|
|
|
173,958 |
|
|
|
141,773 |
|
|
|
172,875 |
|
Net loans |
|
|
234,690 |
|
|
|
245,811 |
|
|
|
234,150 |
|
|
|
233,096 |
|
|
|
233,826 |
|
Deposits |
|
|
375,287 |
|
|
|
387,495 |
|
|
|
379,946 |
|
|
|
386,169 |
|
|
|
382,071 |
|
Borrowings |
|
|
58,619 |
|
|
|
63,366 |
|
|
|
71,801 |
|
|
|
68,903 |
|
|
|
68,612 |
|
Subordinated Debt |
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
Shareholders equity |
|
|
38,732 |
|
|
|
36,908 |
|
|
|
37,024 |
|
|
|
35,156 |
|
|
|
33,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVERAGE BALANCES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
$ |
488,841 |
|
|
$ |
495,976 |
|
|
$ |
502,645 |
|
|
$ |
500,364 |
|
|
$ |
493,796 |
|
Investments |
|
|
179,916 |
|
|
|
173,799 |
|
|
|
154,037 |
|
|
|
169,883 |
|
|
|
203,413 |
|
Net loans |
|
|
239,615 |
|
|
|
234,996 |
|
|
|
234,140 |
|
|
|
234,016 |
|
|
|
240,136 |
|
Deposits |
|
|
378,224 |
|
|
|
381,458 |
|
|
|
385,524 |
|
|
|
387,891 |
|
|
|
380,530 |
|
Borrowings |
|
|
62,920 |
|
|
|
66,985 |
|
|
|
69,166 |
|
|
|
68,795 |
|
|
|
68,286 |
|
Subordinated Debt |
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
|
|
5,155 |
|
Shareholders equity |
|
|
37,778 |
|
|
|
37,397 |
|
|
|
36,380 |
|
|
|
34,455 |
|
|
|
36,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSET QUALITY RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans 30 days or more beyond their contractual due
date as a percent of total loans |
|
|
0.69 |
% |
|
|
0.80 |
% |
|
|
0.59 |
% |
|
|
0.85 |
% |
|
|
0.86 |
% |
Underperforming assets (2) as a percentage of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
1.08 |
|
|
|
0.98 |
|
|
|
0.46 |
|
|
|
0.42 |
|
|
|
0.46 |
|
Equity plus allowance for loan losses |
|
|
12.76 |
|
|
|
12.37 |
|
|
|
5.85 |
|
|
|
5.57 |
|
|
|
6.25 |
|
Tier I capital |
|
|
11.23 |
|
|
|
10.59 |
|
|
|
5.09 |
|
|
|
4.54 |
|
|
|
4.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average equity |
|
|
9.83 |
% |
|
|
6.88 |
% |
|
|
(10.81 |
)% |
|
|
(53.38 |
)% |
|
|
(15.50 |
)% |
Return on average assets |
|
|
0.73 |
|
|
|
0.52 |
|
|
|
(0.78 |
) |
|
|
(3.68 |
) |
|
|
(1.13 |
) |
Effective tax rate |
|
|
14.00 |
|
|
|
12.64 |
|
|
|
(42.82 |
) |
|
|
(35.70 |
) |
|
|
(40.80 |
) |
Net interest margin |
|
|
3.47 |
|
|
|
3.34 |
|
|
|
3.06 |
|
|
|
2.98 |
|
|
|
3.38 |
|
|
|
|
(1) |
|
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. |
|
(2) |
|
Underperforming assets include non accrual loans and investments, OREO and restructured loans. |
25
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.
Analysis of Assets and Liabilities
Our earning assets are comprised of investment securities, loans and loans held for sale and
deposits at financial institutions, mainly the Federal Reserve Bank. Earning assets were $446,736
at March 31, 2010, a decrease of 1.9% from March 31, 2009, which was $455,577, and a decrease of
2.2% since December 31, 2009, which stood at $456,783.
Total cash and cash equivalents decreased by $15,495 from year-end and by $23,321 from the
balance at March 31, 2009. This occurred mainly in deposits held at the Federal Reserve Bank,
which decreased by $15,204 from year-end and decreased by $25,801 from March 31, 2009, as funds
were employed into the investment portfolio.
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, 2010, the investment securities portfolio was $187,172 compared to $172,875 at
March 31, 2009, an increase of $14,297 or 8.3%. Investment securities increased $15,248 compared
to December 31, 2009, an increase of 8.9%. This increase is primarily the result of managements
decision to invest a portion of liquid funds into short-term investment grade securities.
Investment securities represented 41.9% of earning assets at March 31, 2010, compared to 37.9% at
March 31, 2009, and 37.6% at December 31, 2009. Management, in the first half of 2009 allowed
proceeds of calls or sales of investments to build up in an interest-bearing deposit account.
Since then, management invested in U.S. Government agencies, municipal bonds and mortgage-backed
securities. Management has also used funds to decrease borrowings as they mature. The investment
portfolio represented 49.9% of each deposit dollar, up from 45.2% a year ago and 44.4% of year end
levels.
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)
The investment securities available-for-sale portfolio had net unrealized losses of $4.9
million at March 31, 2010, a decrease of $14.3 million compared to net unrealized losses of $19.2
million at March 31, 2009, and a decrease of $1.4 million compared to net unrealized losses of $6.3
million at December 31, 2009. 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 8 to the financial statements. A $14.5 million other-than-temporary-impairment
was recorded during 2009 related to pooled trust preferred securities and investments in General
Motors Corporation bonds, while $544 was recorded in 2010.
Loans net of the allowance for losses increased by $864 during the twelve month period from
March 31, 2009 to March 31, 2010, and decreased by $11,121 from year-end. Gross loans as a
percentage of earning assets stood at 53.1% as of March 31, 2010, 51.9% at March 31, 2009 and 54.3%
as of December 31, 2009. The loan to deposit ratio at the end of the first three months of 2010
was 63.2% as compared to 61.9% for the same period a year ago. The decrease in loans from year end
was due in part to two 60 day term commercial loans for a total of $12,500 that closed in December
2009 and were fully secured by segregated deposit accounts with the Bank. The loans matured in the
first quarter of 2010. At March 31, 2010 the loan loss allowance of $2,447 represented
approximately 1.03% of outstanding loans, and at March 31, 2009 the loan loss allowance of $2,585
represented approximately 1.09% of outstanding loans. The loan loss allowance at December 31, 2009
of $2,437 represented approximately 0.98% of outstanding loans.
During the first three months, loan charge-offs were $195 in 2010 compared to $66 in 2009,
while the recovery of previously charged-off loans amounted to $30 in both 2010 and 2009. The
charge-offs in 2010 were due in part to one commercial real estate loan totaling $132 for which $75
had been previously reserved. Non-accrual loans at March 31, 2010 represented 0.4% of the loan
portfolio compared to 0.5% at December 31, 2009 and 0.3% at March 31, 2009.
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.
Bank owned life insurance had a cash surrender value of $13,322 at March 31, 2010, $13,211 at
December 31, 2009 and $12,862 at March 31, 2009. Other assets increased by $15 from year-end and
$735 from March 31, 2009. Other real estate owned stood at $677 in March 2010 as compared to $687
at December 31, 2009 and $1,145 at March 31, 2009. Net deferred tax assets measured $7,494 at
March 31, 2010, $7,893 at December 31, 2009 and $8,615 at March 31, 2009, primarily reflecting
deferred tax benefits arising from unrealized losses on available for sale investment securities
and other-than-temporary impairment losses recognized in 2008, 2009 and 2010. Interest receivable
on investments and loans stood at $2,307 at March 31, 2010, $2,112 at December 31, 2009 and $2,724
at March 31, 2009.
Non interest-bearing deposits decreased by $2,871 from year-end and increased by $585 from
twelve months ago. Interest-bearing deposits decreased by $9,337 from year-end and decreased by
$7,369 from March 31, 2009. The decrease from year end is due to money market accounts opened in
December 2009 to secure two loans totaling $12,500 that were closed when the loans matured in early
2010.
Federal Home Loan Bank advances and other short term borrowings decreased by $5,000 from
year-end and decreased by $11,000 from March 31, 2009. The decrease is due to managements
decision to pay down individual borrowings at their respective due dates. Future maturities are
also expected to be paid off.
27
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Other liabilities measured $8,123 at March 31, 2010, $4,375 at December 31, 2009 and $4,227 at
March 31, 2009. The large increase at March 31, 2010 reflects the liability for security purchases
not settled of $4,282. The other large component is accrued expense which measured $2,411 at March
31, 2010, $2,854 at December 31, 2009 and $3,057 at March 31, 2009. The largest item in this
category is accrued expense for post-retirement benefits. The Company completed its management
reorganization during the quarter and recorded a reduction in the post retirement plans of $542,
offset by a severance accrual of $85.
Capital Resources
Regulatory standards for measuring capital adequacy require banks and bank holding companies
to maintain capital based on risk-adjusted assets so that categories of assets of potentially
higher credit risk require more capital backing 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.
The risk-based standards classify capital into two tiers. Tier 1 capital consists of common
shareholders equity, noncumulative and cumulative perpetual preferred stock, qualifying trust
preferred securities and minority interests less intangibles and the unrealized market value
adjustment of investment securities available for sale. Tier 2 capital consists of a limited amount
of the allowance for loan and lease losses, perpetual preferred stock (not included in Tier 1),
hybrid capital instruments, term subordinated debt, and intermediate-term preferred stock.
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 beginning in 2009
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.
As a result of the decline in value of our trust preferred CDO securities, the regulatory
capital levels of the Bank have come under significant pressure. As a result of investment
downgrades by the rating agencies during 2009 and 2010, all of the trust preferred CDOs and the
General Motors corporate securities were rated as highly speculative grade debt securities. As a
consequence, the Bank is required to maintain higher levels of regulatory risk-based capital for
these securities due to the greater perceived risk of default by the underlying bank and insurance
company issuers. Specifically, regulatory guidance requires the Bank to apply a higher risk
weighting formula for these securities to calculate its regulatory capital ratios. The result of
that calculation increased the Banks risk-weighted assets for these securities to $95.2 million,
down from the $98.5 million in amortized cost of these securities as of December 31, 2009, thereby
significantly diluting the regulatory capital ratios
In managements opinion, as supported by the data in the following table, the Company met all
capital adequacy requirements to which it was subject as of March 31, 2010 and December 31, 2009.
As of those dates, the Company was well capitalized under regulatory prompt corrective action
provisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Regulatory |
|
|
Regulatory Capital Ratio |
|
|
|
Capital Ratios as of: |
|
|
requirements to be: |
|
|
|
March 31, |
|
|
Dec. 31, |
|
|
Well |
|
|
Adequately |
|
|
|
2010 |
|
|
2009 |
|
|
Capitalized |
|
|
Capitalized |
|
Total risk-based capital to risk-weighted assets |
|
|
13.71 |
% |
|
|
13.22 |
% |
|
|
10.00 |
% |
|
|
8.00 |
% |
Tier I capital to risk-weighted assets |
|
|
13.01 |
% |
|
|
12.54 |
% |
|
|
6.00 |
% |
|
|
4.00 |
% |
Tier I capital to average assets |
|
|
9.52 |
% |
|
|
9.09 |
% |
|
|
5.00 |
% |
|
|
4.00 |
% |
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 above regulatory
minimums for well capitalized financial institutions.
28
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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 qualifying capital and risk weighted
assets at March 31, 2010 and December 31, 2009 and the corresponding capital ratios.
|
|
|
|
|
|
|
|
|
|
|
Risk Based Capital |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital |
|
$ |
46,919 |
|
|
$ |
46,015 |
|
Tier 2 Capital |
|
|
2,531 |
|
|
|
2,511 |
|
|
|
|
|
|
|
|
QUALIFYING CAPITAL |
|
$ |
49,450 |
|
|
$ |
48,526 |
|
|
|
|
|
|
|
|
Risk-Adjusted Total Assets (*) |
|
$ |
360,633 |
|
|
$ |
367,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Risk- Based Capital Ratio |
|
|
13.01 |
% |
|
|
12.54 |
% |
Total Risk-
Based Capital Ratio |
|
|
13.71 |
% |
|
|
13.22 |
% |
Total
Leverage Capital Ratio |
|
|
9.52 |
% |
|
|
9.09 |
% |
|
|
|
(*) |
|
Includes off-balance sheet exposures |
Average total assets for leverage capital purposes is calculated as average assets, less
intangibles and the net unrealized market value adjustment of quarter end March 31, 2010 investment
securities available for sale, which averaged $492,665 for the three months ended March 31, 2010
and $506,376 for the year ended December 31, 2009.
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.
Regulations require that Investments designated as available for sale are marked-to-market
with corresponding entries to the deferred tax account and shareholders equity. Regulatory
agencies, however, exclude these adjustments in computing risk-based capital, as their inclusion
would tend to increase the volatility of this important measure of capital adequacy.
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)
Analysis of Earnings
Executive Summary
Net income for the first three months of 2010 is $894 compared to net loss of $(1,397) for
the first three months of 2009.
The Company derives a majority of its earnings by managing interest income and interest
expense. As the Federal Reserve continues to hold short-term interest rates at historically low
levels, and longer term mortgage rates also remain relatively low, the Company has managed the mix
of assets and liabilities and the terms over which interest is recognized to marginally improve net
interest margin. The margin for the quarter ended March 31, 2010 was 3.47%, 13 basis points above
the December 2009 quarter end, and a 9 basis point improvement over the first quarter of 2009.
While unemployment levels have stopped their relentless climb, they remain at elevated levels
both regionally and nationally. Consequently, the housing market continues to be negatively
impacted by a high level of bankruptcy filings and home foreclosures, and business failures are now
being reported on a more routine basis. Despite these market conditions, the Company, to date, has
not experienced notable deterioration in credit quality and has actually reported positive trends
in certain areas of asset quality during the first three months of 2010.
Loans accounted for on a nonaccrual basis declined from $1.2 million at the December 31, 2009
year end to $988 thousand at the recent quarter ended March 31, 2010. The ratio of non accrual
loans to total loans, which was 0.50% at year end 2009, improved to 0.42% at March 31, 2010. Loans
charged off, net of recoveries were $165 thousand in the first quarter of 2010 versus $42 thousand
for the quarter ended December 2009. A single credit of $132 comprised 80% of the charge-offs for
the quarter. The allowance for loan losses is 1.03% of loans and 107% of nonperforming loans.
Excluding the impairment charges, noninterest income was $708 for the three months ended March
31, 2010 versus $900 for the same period in 2009. The $192 difference was primarily the result of a
reduced volume of loans sold to the secondary market in 2010 generating lesser gains, and a
decrease in gains on securities sold.
Noninterest expense for the quarter ended March 31, 2010 was $2.7 million versus $3.3 million
for the comparable period in 2009. The Company completed its management reorganization during the
quarter and recorded credits of $457 related to various compensation programs, net of severance
costs. This was partially offset by increased FDIC premiums of $145 during the quarter.
The major factor driving the increase in net income for the quarter is the lower level of
securities impairment versus impairment charges recorded during the same period in 2009. Among its
investments, the Company owns a number of collateralized debt obligation securities that are backed
by trust preferred securities issued by banks, insurance companies and real estate investment
trusts. The market for these securities and similar securities became illiquid during the financial
crisis of 2008 and is currently still not active. For these securities, the Company modeled and
analyzed the cash flow characteristics and determined the extent to which these securities are
other than temporarily impaired. Accordingly, a $544 and $3.7 million other than temporary
impairment charge was recorded as expense for the first quarters of 2010 and 2009, respectively.
The level of impairment is mainly driven by the ability of the community banks which securitize the
obligations in the investment pools to pay their obligations. The economic downturn and resulting
recession has caused many banks to defer or default on their debt obligations.
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)
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.
Core earnings (earnings before other than temporary impairment charge, and certain other
non-recurring items) decreased by 7.0% in the first quarter of 2010 compared to 2009. Core
earnings for the first quarter of 2010 were $951 compared to last years $1,023. The decrease was
due mainly to increased FDIC assessment rates. FDIC expense after tax increased $96. Core
earnings per share were $0.21 in 2010 and $0.23 in 2009.
The following is a reconciliation between core earnings and earnings under generally accepted
accounting principles in the United States (GAAP earnings):
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
GAAP earnings or loss |
|
$ |
894 |
|
|
$ |
(1,397 |
) |
Impairment losses on investment securities |
|
|
544 |
|
|
|
3,667 |
|
Credits relating to reorganization net |
|
|
(457 |
) |
|
|
|
|
Tax effect of adjustments |
|
|
(30 |
) |
|
|
(1,247 |
) |
|
|
|
|
|
|
|
Core earnings |
|
$ |
951 |
|
|
$ |
1,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core earnings per share |
|
$ |
0.21 |
|
|
$ |
0.23 |
|
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)
Analysis of Net Interest Income for the First Three Months
First Three Months of 2010 as Compared to First Three Months of 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST MARGIN YTD |
|
|
|
March 31, 2010 |
|
|
|
|
|
|
March 31, 2009 |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Balance (1) |
|
|
Interest |
|
|
Rate |
|
|
Balance (1) |
|
|
Interest |
|
|
Rate |
|
INTEREST-EARNING ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and other earning assets |
|
$ |
34,320 |
|
|
$ |
23 |
|
|
|
0.26 |
% |
|
$ |
30,277 |
|
|
$ |
20 |
|
|
|
0.27 |
% |
Investment securities (1) (2) |
|
|
179,916 |
|
|
|
1,999 |
|
|
|
4.45 |
% |
|
|
203,413 |
|
|
|
2,711 |
|
|
|
5.34 |
% |
Loans (2) (3) |
|
|
242,043 |
|
|
|
3,696 |
|
|
|
6.15 |
% |
|
|
242,669 |
|
|
|
3,876 |
|
|
|
6.43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
$ |
456,279 |
|
|
$ |
5,718 |
|
|
|
5.04 |
% |
|
$ |
476,359 |
|
|
$ |
6,607 |
|
|
|
5.60 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST-BEARING LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
$ |
69,378 |
|
|
$ |
73 |
|
|
|
0.43 |
% |
|
$ |
62,228 |
|
|
$ |
162 |
|
|
|
1.06 |
% |
Savings |
|
|
87,534 |
|
|
|
74 |
|
|
|
0.34 |
% |
|
|
82,037 |
|
|
|
185 |
|
|
|
0.91 |
% |
Time |
|
|
161,740 |
|
|
|
969 |
|
|
|
2.43 |
% |
|
|
178,551 |
|
|
|
1,488 |
|
|
|
3.37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
318,652 |
|
|
|
1,116 |
|
|
|
1.42 |
% |
|
|
322,816 |
|
|
|
1,835 |
|
|
|
2.30 |
% |
Federal funds purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowings |
|
|
62,920 |
|
|
|
622 |
|
|
|
4.01 |
% |
|
|
68,286 |
|
|
|
703 |
|
|
|
. 4.18 |
% |
Subordinated debt |
|
|
5,155 |
|
|
|
22 |
|
|
|
1.70 |
% |
|
|
5,155 |
|
|
|
43 |
|
|
|
3.33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
$ |
386,727 |
|
|
$ |
1,760 |
|
|
|
1.85 |
% |
|
$ |
396,257 |
|
|
$ |
2,581 |
|
|
|
2.64 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
3,958 |
|
|
|
|
|
|
|
|
|
|
$ |
4,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread (4) |
|
|
|
|
|
|
|
|
|
|
3.19 |
% |
|
|
|
|
|
|
|
|
|
|
2.96 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (5) |
|
|
|
|
|
|
|
|
|
|
3.47 |
% |
|
|
|
|
|
|
|
|
|
|
3.38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes both taxable and tax exempt securities and loans |
|
(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 $17 and $151 for
March 2010 and $25 and $162 for March 2009. |
|
(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. On a fully taxable equivalent, net
interest income measured $3,958 at March 31, 2010 and $4,026 at March 31, 2009. During the recent
reporting period the net interest margin registered 3.47% at March 31, 2010 and 3.38% at March 31,
2009.
The decrease in interest income, on a fully taxable equivalent basis, of $889 is the product
of a 56 basis point decrease in interest rates earned and a 4.2% year-over-year decrease in average
earning assets. The decrease in interest expense of $821 was a product of a 79 basis point
decrease in rates paid and a 2.4% decrease in interest-bearing liabilities. The net result was a
1.7% decrease in net interest income on a fully taxable equivalent basis, but a 9 basis point
increase in the Companys net interest margin due to the smaller asset base.
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)
Interest and dividend income on securities registered a decrease of $702 or 27.5%, during the
three months ended March 31, 2010 when compared to 2009. On a fully taxable equivalent basis,
income on investment securities decreased by $712 or 26.3%. The average invested balances in
securities decreased by $23,497 or 11.6% 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 the first half of 2009. At that time
management decided to start investing a portion of the liquid funds into short term investment
grade securities. During the first three months ended March 31, 2010, $22,069 in investment
securities were purchased while $7,521 of investment securities were called by the issuer or
matured, and in the first three months of 2009 $76 in investment securities were purchased while
$12,989 were called by the issuer or matured. There were no sales of investment securities in 2009
or 2010. The decrease in the average balance of investment securities was accompanied by an 89
basis point decrease in the tax equivalent yield of the portfolio. The Company expects to continue
redeployment of liquidity into loans and investments.
Interest and fees on loans decreased by $172 or 4.5%, while on a fully taxable equivalent
basis, income on loans decreased by $180 or 4.6%, for the three months of 2010 compared to 2009. A
$626 decrease in the average balance of the loan portfolio, or 0.3%, was accompanied by a 28 basis
point decrease in the portfolios tax equivalent yield.
Other interest income increased by $3 from the same period a year ago. The average balance of
Federal Reserve bank and other money market funds increased by $4,043 , or 13.4%. The yield
decreased by 1 basis points during the first three months of 2010 compared to 2009.
Average interest-bearing demand deposits and money market accounts increased by $7,150 while
savings balances increased by $5,497. Total interest paid on these products was $147, a $200
decrease from last year. The average rate paid on these products decreased by 63 basis points in
the aggregate. The average balance of time deposit products decreased by $16,811 as the average
rate paid decreased by 94 basis points, from 3.37% to 2.43%. Interest expense decreased on time
deposits by $519 from the prior year. As time deposits mature, the balances are reinvested at the
lower current rates. As the Federal Reserve has no immediate intent to raise short-term interest
rates, the Company expects the cost of deposits to continue declining.
Average borrowings, federal funds purchased and subordinated debt decreased by $5,366 while
the average rate paid on borrowings decreased by 29 basis points. $6,000 in Federal Home Loan Bank
borrowings were paid off at their due dates in the last two months of 2009, and an additional
$5,000 was paid off in the first quarter of 2010. Management plans to pay down individual
borrowings at their respective due dates in the future using current liquidity.
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)
Impairment Analysis
The Company owns 32 collateralized debt obligation securities totaling $35,142 (par value)
that are secured by trust preferred securities issued by banks, thrifts, insurance companies and
real estate investment trusts, (TRUP CDOs). The market for these securities at March 31, 2010 is
not active and markets for similar securities are also not active. Given conditions in the debt
markets today and the absence of observable transactions in the secondary and new issue markets,
the Company determined the few observable transactions and market quotations that are available are
not reliable for purposes of determining fair value at March 31, 2010. It was decided that an
income valuation approach technique (present value technique) that maximizes the use of relevant
observable inputs and minimizes the use of unobservable inputs would be more representative of fair
value than the market approach valuation technique used at measurement dates prior to 2009.
The Company enlisted the aid of an independent third party to perform the TRUP CDO valuations.
The approach to determining fair value involved the following process:
|
1. |
|
Estimate the credit quality of the collateral using average probability of default
values for each issuer (adjusted for rating levels). |
|
|
2. |
|
Consider the potential for correlation among issuers within the same industry for
default probabilities (e.g. banks with other banks). |
|
|
3. |
|
Forecast the cash flows for the underlying collateral and apply to each CDO tranche to
determine the resulting distribution among the securities. |
|
|
4. |
|
Discount the expected cash flows to calculate the present value of the security. |
|
|
5. |
|
The effective discount rates on an overall basis generally range from 9.70% to 47.19%
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 upon the results of the analysis, the Company currently believes that a weighted average
price of approximately $0.35 per $1.00 of par value is representative of the fair value of the 32
trust preferred securities, with the specific valuations ranging from zero to $1.00. See Notes 3
and 8 for further discussion of impairment.
The Company considered all information available as of March 31, 2010 to estimate the
impairment and resulting fair value of the CDOS. The CDOS are supported by a number of banks and
insurance companies located throughout the country. The FDIC has recently indicated that there are
many institutions still considered troubled banks even after the numerous failures in 2009. If the
conditions of the underlying banks in the CDOS worsen, there may be additional impairment to
recognize in subsequent quarters.
Analysis of Other Income, Other Expense and Federal Income Tax for the First Three Months
Other income from all sources increased by $2,931 from the same period a year ago. Gains on
securities called and net gains on the sale of available for sale investment securities decreased
by $87 from year ago levels. With rates falling during the quarter, U.S. Government agencies and
corporations elected to call an increasing number of issues. In 2009 the Bank held several of
these issues at a discount and thus recognized a gain when they were called. Gains were offset by
impairment losses attributable to Collateralized Debt Obligations (CDOs), representing pools of
trust preferred debt primarily issued by bank holding companies, and insurance companies and
General Motors bonds. $544 in losses were recognized in 2010 as compared to $3,667 in 2009. (See
Note 3 Investment Securities). Gains on 1-4 residential mortgage loans sold in the secondary
mortgage market decreased by $67 from the same period a year ago due to a decrease in loan sales
activity. Fees for other customer services increased by $8. In November 2009, the Federal
Reserve Board issued a final rule that, effective July 1, 2010, prohibits financial institutions
from charging consumers fees for paying overdrafts on automated teller machine and one-time debit
card
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)
transactions,
unless a consumer consents, or opts in, to the overdraft service for those types of transactions. Consumers must be provided a notice that explains the
financial institutions overdraft services, including the fees associated with the service, and the
consumers choices. Because the Banks customers must provide advance consent to the overdraft
service for automated teller machine and one-time debit card transactions, the Company cannot
provide any assurance as to the ultimate impact of this rule on the amount of
overdraft/insufficient funds charges reported in future periods. Loss on the sale of Other Real
Estate Owned (OREO) was $4 at March 31, 2010, a decrease of $10 from the loss of $14 recorded at
March 31, 2009. Other sources of non-recurring non-interest income decreased by $56 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 $2,739 in 2010 compared to $3,280 in 2009,
a decrease of $541 or 16.5%. Full time equivalent employment averaged 147 during the first three
months of 2010 compared to 162 for the same period of 2009. Salaries and benefits decreased by
$577, or 31.4%, from the similar period a year ago. The Company completed its management
reorganization during the quarter and recorded credits of $457 related to various compensation
plans, net of severance costs.
Insurance premiums paid to the FDIC increased by $145. The increase is primarily due to the
increase in the rates banks pay for deposit insurance. Deposits are insured by the Federal Deposit
Insurance Corporation (FDIC) up to a maximum amount, which is generally $250,000 (in effect until
December 31, 2013) per depositor subject to aggregation rules. As an FDIC-insured institution, the
Bank is required to pay deposit insurance premium assessments to the FDIC. The FDIC adopted a
Restoration Plan to restore the reserve ratio of the Deposit Insurance Fund (DIF) to 1.15%.
Effective April 1, 2009, the Restoration Plan provides base assessment rate adjustments. In
addition, under an interim rule, the FDIC imposed a five basis point emergency special assessment
on insured depository institutions on June 30, 2009. The special assessment was payable on
September 30, 2009. Pursuant to a final rule adopted by the FDIC in November 2009, the Bank was
required to prepay its estimated quarterly risk-based assessments to the FDIC for the fourth
quarter of 2009 and for all of 2010, 2011 and 2012. The Bank prepaid the amount of $2,974 in
December 2009 and had a remaining balance of $2,707 at March 31, 2010. These prepaid assessment
amounts are included in other assets of the Company. The Bank will be assessed quarterly premiums
by the FDIC commencing with the March 31, 2010 quarter, and such assessments will be charged
against the prepaid asset until such time as the prepaid asset has been fully expensed, at which
point the Bank will resume paying premiums to the FDIC. The Company anticipates its FDIC insurance
expense will continue to adversely impact operating expenses for the year ended December 31, 2010.
All other expense categories decreased by 8.0%, or $109 in the aggregate. This expense
category is subject to fluctuation due to non-recurring items.
Income before tax amounted to $1,039 for the first three months of 2010 compared to loss
before income tax benefit of $(2,359) for the similar period of 2009. The effective tax rate for
the first three months was 14.0% in 2010 and (40.8) % in 2009, resulting in income tax expense of
$145 and benefit of $(962), 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, |
|
|
|
2010 |
|
|
2009 |
|
Provision at statutory rate |
|
$ |
353 |
|
|
$ |
(802 |
) |
Tax effect of non-taxable income |
|
|
(230 |
) |
|
|
(181 |
) |
Tax effect of non-deductible expense |
|
|
22 |
|
|
|
21 |
|
|
|
|
|
|
|
|
Federal income tax (benefit) expense |
|
$ |
145 |
|
|
$ |
(962 |
) |
|
|
|
|
|
|
|
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)
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, 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.
Concerns over deposit fluctuations with respect to the overall banking industry were addressed
by the FDIC in September and October 2008. The FDIC temporarily increased the individual account
deposit insurance from $100 per account to $250 per account through December 31, 2009, which has
subsequently been extended through December 31, 2013. The FDIC also implemented a Transaction
Account Guarantee (TAG) component of the Temporary Liquidity Guarantee Program, which provides for
full FDIC coverage for transaction accounts, regardless of dollar amounts. The Company elected to
opt-in to this program, thus, our customers receive full coverage for transaction accounts under
the program. In April 2010, the FDIC approved an interim rule that extends the Transaction Account
Guarantee Program from June 30, 2010 to December 31, 2010. The program may be extended an
additional year beyond December 31, 2010 without additional rulemaking, provided the FDIC announces
the extension before October 29, 2010. Current participants in the program had a one-time,
irrevocable opportunity to opt out of the extension by notifying the FDIC by April 30, 2010. The
Company elected to continue participation in this program. Concerns regarding the overall banking
industry or the Company could have an adverse effect on future deposit levels.
In order to address the concern of FDIC insurance of larger depositors, the Bank became a
member of the Certificate of Deposit Account Registry Service (CDARS®) program late in 2009.
Through CDARS®, the Banks customers can increase their FDIC insurance by up to $50 million through
reciprocal certificate of deposit accounts. This is accomplished by the Bank entering into
reciprocal depository relationships with other member banks. The individual customers large
deposit is broken into amounts below the $100 amount (or $250 if the time deposit matures prior to
December 31, 2013) and placed with other banks that are members of the network. The reciprocal
member bank issues certificate of deposits in amounts that ensure that the entire deposit is
eligible for FDIC insurance. At March 31, 2010, the Bank had $10 in deposits in the CDARS®
program. For regulatory purposes, CDARS® is considered a brokered deposit even though reciprocal
deposits are generally from customers in the local market.
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, and access to the Federal Reserve Discount Window. The Company is also
a member of the Federal Home Loan Bank of Cincinnati, which provides yet another source of
liquidity. At March 31, 2010, the Bank had approximately $4.9 million available of collateral
based borrowing capacity at FHLB of Cincinnati, $24.9 million in cash management lines of credit
with FHLB of Cincinnati and $369 of availability with the Federal Reserve Discount window.
Additionally, agreements were in place that gave the Company access to approximately 10% of total
assets in brokered certificates of deposit that could be used as an additional source of liquidity.
At March 31, 2010 there was a $2,997 outstanding balance in brokered certificates of deposit.
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)
The holding company has much more limited sources of liquidity. In addition to its existing
liquid assets, it can raise funds in the securities markets through debt or equity offerings or it
can receive dividends from its bank subsidiary. Generally, the Bank may pay dividends without
prior approval as long as the dividend is not more than the total of the current calendar
year-to-date earnings plus any earnings from the previous two years not already paid out in
dividends, and as long as the Bank would remain well capitalized after the dividend payment. As of
March 31, 2010, the Bank can pay no dividends to the holding company without regulatory approval.
Future dividend payments by the Bank to the holding company would be based upon future earnings and
the approval of the regulators. The holding company has cash of $769 at March 31, 2010 available
to meet cash needs. It also holds a $6 million note receivable, the cash flow from which
approximates the debt service on the Junior Subordinated Debentures. Cash is generally used by the
holding company to pay quarterly interest payment on the debentures, pay dividends to common
shareholders, and to fund operating expenses. Currently, any debt offerings or cash dividends to
shareholders require prior approval of the regulators.
Cash and cash equivalents decreased from $52,649 in March of 2009 and $44,823 in December 2009
to $29,328 in 2010. The bank management had elected to employ a higher level of funds into the
Federal Reserve Bank account to achieve a higher level of short-term liquidity needed to support
increased loan demand, and compensate for poorly functioning credit markets. Beginning in June
2009, management decided to start investing a portion of the liquid funds into short-term
investment grade securities. The following table details the cash flows from operating activities
for three months ended March 2010 and 2009. Unpledged securities of $78,319 are also available for
borrowing under repurchase agreements or as additional collateral for FHLB lines of credit
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Net
income |
|
$ |
894 |
|
|
$ |
(1,397 |
) |
Adjustments to reconcile net income to net cash flows from operating activities: |
|
|
|
|
|
|
|
|
Depreciation, amortization and accretion |
|
|
312 |
|
|
|
177 |
|
Provision for loan loss |
|
|
175 |
|
|
|
151 |
|
Investment securities gains |
|
|
|
|
|
|
(87 |
) |
Impairment losses |
|
|
544 |
|
|
|
3,667 |
|
Other real estate losses |
|
|
4 |
|
|
|
14 |
|
Origination of loans held for sale |
|
|
(520 |
) |
|
|
(4,707 |
) |
Proceeds from the sale of loans |
|
|
216 |
|
|
|
4,596 |
|
Net gain on the sale of loans |
|
|
(4 |
) |
|
|
(71 |
) |
Changes in: |
|
|
|
|
|
|
|
|
Deferred tax benefit |
|
|
(80 |
) |
|
|
(1,352 |
) |
Other assets and liabilities |
|
|
(1,069 |
) |
|
|
(254 |
) |
|
|
|
|
|
|
|
Net cash flows from operating activities |
|
$ |
472 |
|
|
$ |
737 |
|
|
|
|
|
|
|
|
Key differences stem from: 1) Impairment losses of $544 were recognized in 2010 compared to
$3,667 in 2009. This also accounts for the decrease of deferred tax benefit to $(80) at March 31,
2010 from $(1,352) for 2009. 2) other liabilities decreased in 2010 due in part to a net $457
reduction in accrued post retirement plans and accrued severance due to a management reorganization
completed in 2010. Refer to the Consolidated Statements of Cash Flows for a summary of the sources
and uses of cash for 2010 and 2009.
37
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 discussion and analysis of our financial condition and results of operation are based upon
our Consolidated Financial Statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these
consolidated financial statements requires management to make estimates and judgments that affect
the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities at the date of our consolidated financial statements. Actual
results may differ from these estimates under
different assumptions or conditions.
Certain accounting policies involve significant judgments and assumptions by management which
has a material impact on the carrying value of certain assets and liabilities; management considers
such accounting policies to be critical accounting policies. The judgments and assumptions used by
management are based on historical experience and other factors, which are believed to be
reasonable under the circumstances.
Management believes the following are critical accounting policies that require the most
significant judgments and estimates used in the preparation of its consolidated financial
statements.
Accounting for the Allowance for Loan Losses
The determination of the allowance for loan losses and the resulting amount of the provision
for loan losses charged to operations reflects managements current judgment about the credit
quality of the loan portfolio and takes into consideration changes in lending policies and
procedures, changes in economic and business conditions, changes in the nature and volume of the
portfolio and in the terms of loans, changes in the experience, ability and depth of lending
management, changes in the volume and severity of past due nonaccrual and adversely classified or
graded loans, changes in the quality of the loan review system, changes in the value of underlying
collateral for collateral-dependent loans, the existence and effect of any concentrations of credit
and the effect of competition, legal and regulatory requirements and other external factors. The
nature of the process by which we determine the appropriate allowance for loan losses requires the
exercise of considerable judgment. While management utilizes its best judgment and information
available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond our
control, including the performance of the loan portfolio, the economy, changes in interest rates
and the view of the regulatory authorities toward loan classifications. The allowance is increased
by the provision for loan losses and decreased by charge-offs when management believes the
uncollectibility of a loan is confirmed. Subsequent recoveries, if any are credited to the
allowance. A weakening of the economy or other factors that adversely affect asset quality could
result in an increase in the number of delinquencies, bankruptcies or defaults and a higher level
of non-performing assets, net charge offs, and provision for loan losses in future periods.
The Companys allowance for loan losses methodology consists of three elements (i) specific
valuation allowances based on probable losses on specific loans; (ii) valuation allowances based on
historical loan loss experience for similar loans with similar characteristics and trends; and
(iii) general valuation allowances based on general economic conditions and other qualitative risk
factors both internal and external to the Company. These elements support the basis for determining
allocations between the various loan categories and the overall adequacy of our allowance to
provide for probable losses inherent in the loan portfolio. These elements are further supported by
additional analysis of relevant factors such as the historical losses in the portfolio, trends in
the non-performing/non-accrual loans, loan delinquencies, the volume of the portfolio, peer group
comparisons and federal regulatory policy for loan and lease losses. Other significant factors of
portfolio analysis include changes in lending policies/underwriting standards, trends in volume and
terms, portfolio composition and concentrations of credit, and trends in the national and local
economy.
With these methodologies, a general allowance is established for each loan type based on
historical losses for each loan type in the portfolio. Additionally, management allocates a
specific allowance for Impaired Credits, which based on current information and events, it is
probable the Company will not collect all amounts due according to the original contractual terms
of the loan agreement. The level of the general allowance is established to provide coverage for
managements estimate of the credit risk in the loan portfolio by various loan segments not covered
by the specific allowance.
38
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)
Investment Securities and Impairment
The classification and accounting for investment securities are discussed in detail in Note 3 of
the Consolidated Financial Statements presented elsewhere herein. 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 loss) and do not affect earnings until realized. The fair values of our
investment securities are generally determined by reference to quoted market prices and reliable
independent sources. At each reporting date, we assess whether there is an other-than-temporary
impairment to our investment securities. Such impairment to the extent it is credit related, must
be recognized in current earnings rather than in other comprehensive income (loss).
The Company reviews investment debt securities on an ongoing basis for the presence of
other-than-temporary impairment (OTTI) with formal reviews performed quarterly. OTTI losses on
individual investment securities were recognized during the first quarter of 2010 in accordance
with FASB ASC topic 320, Investments Debt and Equity Securities. The purpose of this ASC was to
provide greater clarity to investors about the credit and noncredit component of an
other-than-temporary impairment event and to communicate more effectively when an
other-than-temporary impairment event has occurred. This ASC amends the other-than-temporary
impairment guidance in GAAP for debt securities and improves the presentation and disclosure of
other-than-temporary impairment on investment securities and changes the calculation of the
other-than-temporary impairment recognized in earnings in the financial statements. This ASC does
not amend existing recognition and measurement guidance related to other-than-temporary impairment
of equity securities.
For debt securities, ASC topic 320 requires an entity to assess whether (a) it has the intent
to sell the debt security, or (b) it is more likely than not that it will be required to sell the
debt security before its anticipated recovery. If either of these conditions is met, an
other-than-temporary impairment on the security must be recognized.
In instances in which a determination is made that a credit loss (defined as the difference
between the present value of the cash flows expected to be collected and the amortized cost basis)
exists but the entity does not intend to sell the debt security and it is not more likely than not
that the entity will be required to sell the debt security before the anticipated recovery of its
remaining amortized cost basis (i.e., the amortized cost basis less any current-period credit
loss), ASC topic 320 changes the presentation and amount of the other-than-temporary impairment
recognized in the income statement.
In these instances, the impairment is separated into (a) the amount of the total impairment
related to the credit loss, and (b) the amount of the total impairment related to all other
factors. The amount of the total other-than-temporary impairment related to the credit loss is
recognized in earnings. The amount of the total impairment related to all other factors is
recognized in other comprehensive income (loss). The total other-than-temporary impairment is
presented in the income statement with an offset for the amount of the total other-than-temporary
impairment that is recognized in other comprehensive income (loss).
Investment securities are discussed in more detail in Note 3 and Note 8 to the Consolidated
Financial Statements presented elsewhere herein.
Income Taxes
The provision for income taxes is based on income reported for financial statement purposes
and differs from the amount of taxes currently payable, since certain income and expense items are
reported for financial statement purposes in different periods than those for tax reporting
purposes. Accrued taxes represent the net estimated amount due or to be received from taxing
authorities. In estimating accrued taxes, we assess the relative merits and risks of the
appropriate tax treatment of transactions taking into account statutory, judicial and regulatory
guidance in the context of our tax position.
We account for income taxes using the asset and liability approach, the objective of which is
to establish deferred tax assets and liabilities for the temporary differences between the
financial reporting basis and tax basis of our assets and liabilities at enacted tax rates expected
to be in effect when such amounts are realized or settled.
39
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)
Authoritative Accounting Guidance
In September 2009, the FASB issued new guidance impacting Topic 820. This creates a practical
expedient to measure the fair value of an alternative investment that does not have a readily
determinable fair value. This guidance also requires certain additional disclosures. This guidance
is effective for interim and annual periods ending after December 15, 2009. The adoption of this
guidance did not have a material impact on the Companys
financial position or results of operation.
In January 2010, the FASB issued ASU 2010-04, Accounting for Various Topics Technical
Corrections to SEC Paragraphs. ASU 2010-04 makes technical corrections to existing SEC guidance
including the following topics: accounting for subsequent investments, termination of an interest
rate swap, issuance of financial statements subsequent events, use of residual method to value
acquired assets other than goodwill, adjustments in assets and liabilities for holding gains and
losses, and selections of discount rate used for measuring defined benefit obligation. ASU 2010-04
is effective January 15, 2010. The adoption of this guidance did not have a material impact on the
Companys financial position.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends Subtopic
820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments
to guidance on employers disclosures about postretirement benefit plan assets. ASU 2010-06 is
effective for interim and annual periods beginning after December 15, 2009, except for disclosures
about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years beginning after December 15,
2010 and for interim periods within those fiscal years. The Company has presented the necessary
disclosures in the Note 8 herein. The Company does not expect the adoption of the remaining
provisions of this ASU to have a material impact on the Companys consolidated financial
statements.
In February 2010, the FASB issued Accounting Standards Update No. 2010-09, Subsequent Events:
Amendments to Certain Recognition and Disclosure Requirements (Topic 855). ASU No. 2010-09 removes
some contradictions between the requirements of GAAP and the filing rules of the Securities and
Exchange Commission (SEC). SEC filers are required to evaluate subsequent events through the date
the financial statements are issued, and they are no longer required to disclose the date through
which subsequent events have been evaluated. This guidance was effective upon issuance except for
the use of the issued date for conduit debt obligors, and it is not expected to have a material
impact on the Companys results of operations, financial position or disclosures.
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 rescind
its financial holding company status. The Company is now entitled to engage in these activities
deemed permissible to a bank holding company, as defined by Federal Reserve Board rules and the
applicable laws of the United States.
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.
40
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, 2010 and December 31, 2009.
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, 2010
and December 31, 2009 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.
41
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 kept its target rate on overnight federal
funds constant. At March 31, 2010, the difference between the yield on the ten-year Treasury and
the three-month Treasury was a positive 368 basis points compared to a positive 379 basis points at
December 31, 2009. 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 $16,420 for the twelve month period ending March 31, 2011.
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Simulated Net Interest Income (NII) Scenarios |
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Fully Taxable Equivalent Basis |
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For the Twelve Months Ending |
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Net Interest Income |
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$ Changes in NII |
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%Change in NII |
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Changes in |
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March 31, |
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Dec. 31, |
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March 31, |
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Dec. 31, |
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March 31, |
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Dec. 31, |
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Interest Rates |
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2011 |
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2010 |
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2011 |
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2010 |
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2011 |
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2010 |
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Graduated increase of +300 basis points |
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$ |
18,098 |
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$ |
18,093 |
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$ |
1,678 |
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$ |
1,298 |
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10.2 |
% |
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7.7 |
% |
Short-term rates unchanged |
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16,420 |
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16,795 |
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Graduated decrease of -300 basis points |
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14,695 |
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15,040 |
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(1,725 |
) |
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(1,755 |
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(10.5 |
%) |
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(10.4 |
%) |
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.
42
CORTLAND BANCORP AND SUBSIDIARIES
ITEM 4. CONTROLS AND PROCEDURES
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.
Evaluation of Disclosure Controls and Procedures. With the supervision and
participation of management, including the Companys principal executive officer and chief
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 chief financial officer has 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.
43
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 31, 2010.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable
Companys Common Stock. There were no repurchases of shares of the Companys common
stock during the three months ended March 31, 2010.
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. (Removed and Reserved)
Item 5. Other Information
Not applicable
44
CORTLAND BANCORP AND SUBSIDIARIES
PART II OTHER INFORMATION (CONTINUED)
Item 6. Exhibits
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Exhibit |
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Incorporated by Reference |
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Filed |
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No. |
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Exhibit Description |
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Form |
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Exhibit |
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Filing Date |
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Herewith |
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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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*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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45
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Exhibit |
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Incorporated by Reference |
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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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Filing Date |
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Herewith |
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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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46
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Exhibit |
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Incorporated by Reference |
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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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Filing Date |
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Herewith |
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*10.12
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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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Reserved |
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10.14
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Reserved |
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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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Reserved |
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*10.17
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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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47
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Exhibit |
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Incorporated by Reference |
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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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Filing Date |
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Herewith |
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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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*10.20.1
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Amendment of the December 3,
2008 Second Amended Salary
Continuation Agreement between
The Cortland Savings and
Banking Company and Marlene J.
Lenio
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ü |
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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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*10.21.1
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Amendment of the December 3,
2008 Second Amended Salary
Continuation Agreement between
The Cortland Savings and
Banking Company and Craig M.
Phythyon
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ü |
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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
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8-K
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10.22 |
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12/12/08 |
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*10.22.1
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Amendment of the December 3,
2008 Second Amended Salary
Continuation Agreement between
The Cortland Savings and
Banking Company and Stephen A.
Telego, Sr.
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ü |
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10.23
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Reserved |
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*10.24
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Third Amended Split Dollar
Agreement and Endorsement
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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10.24 |
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12/12/08 |
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10.25
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Reserved |
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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
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8-K
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10.26 |
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12/12/08 |
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48
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Exhibit |
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Incorporated by Reference |
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Filed |
No. |
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Exhibit Description |
|
Form |
|
Exhibit |
|
Filing Date |
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Herewith |
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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
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8-K
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10.27 |
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12/12/08 |
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*10.27.1
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Termination of the Second
Amended Split Dollar Agreement
between The Cortland Savings
and Banking Company and
Marlene Lenio
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ü |
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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
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8-K
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10.28 |
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12/12/08 |
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*10.28.1
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Termination of the Second
Amended Split Dollar Agreement
between The Cortland Savings
and Banking Company and Craig
Phythyon
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ü |
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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
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8-K
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10.29 |
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12/12/08 |
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*10.29.1
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Termination of the Second
Amended Split Dollar Agreement
between The Cortland Savings
and Banking Company and
Stephen A. Telego, Sr.
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ü |
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10.30
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Reserved |
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*10.31
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Severance Agreement entered
into by Cortland Bancorp and
The Cortland Savings and
Banking Company in December 3,
2008, with each of Timothy
Carney, James M. Gasior, and
Stephen A. Telego, Sr.
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8-K
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10.31 |
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12/12/08 |
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*10.32
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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 and
Barbara Sandrock
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8-K
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10.32 |
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12/12/08 |
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49
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|
Exhibit |
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|
Incorporated by Reference |
|
Filed |
No. |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Filing Date |
|
Herewith |
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*10.32.1
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Termination of Severance
Agreement entered into by each
of Mses. Marlene Lenio and
Barbara Sandrock and Messrs.
Craig M. Phythyon and Stephen
A. Telego, Sr.
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ü |
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*10.33
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Agreement and General Release
with Lawrence A. Fantauzzi
|
|
8-K
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10.1 |
|
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10/22/09 |
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11
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Statement re computation of
per share earnings
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See Note 6 of
financial
statements
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15
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|
Letter re unaudited interim
financial statements
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N/A |
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18
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|
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Letter re change in accounting
principles
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N/A |
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19
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Report furnished to security
holders
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N/A |
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22
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Published report regarding
matters submitted to vote of
security holders
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N/A |
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23
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Consents of experts and
counsel Consent of
independent registered public
Accounting firms
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N/A |
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24
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|
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Power of Attorney
|
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N/A |
|
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|
31.1
|
|
|
Certification of the Chief
Executive Officer under Rule
13a-14(a)
|
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|
ü |
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31.2
|
|
|
Certification of the Chief
Financial Officer under Rule
13a-14(a)
|
|
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|
ü |
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32
|
|
|
Section 1350 Certification of
Chief Executive Officer and
Chief Financial Officer
required under section 906 of
the Sarbanes-Oxley Act of 2002
|
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ü |
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* |
|
Management contract or compensatory plan or arrangement |
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be
directed to Tim Carney, Secretary, Cortland Bancorp, 194 West Main Street, Cortland, Ohio 44410.
50
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.
|
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Cortland Bancorp
(Registrant)
|
|
DATED: May 17, 2010 |
/s/ James M. Gasior
|
|
|
James M. Gasior |
|
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(Chief Executive Officer) |
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|
DATED: May 17, 2010 |
/s/ David J. Lucido
|
|
|
David J. Lucido |
|
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(Chief Financial Officer) |
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51