0001171843-17-004399.txt : 20170727 0001171843-17-004399.hdr.sgml : 20170727 20170727160119 ACCESSION NUMBER: 0001171843-17-004399 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170727 DATE AS OF CHANGE: 20170727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORTLAND BANCORP INC CENTRAL INDEX KEY: 0000774569 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341451118 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13814 FILM NUMBER: 17986215 BUSINESS ADDRESS: STREET 1: 194 W MAIN ST CITY: CORTLAND STATE: OH ZIP: 44410 BUSINESS PHONE: 2166378040 MAIL ADDRESS: STREET 1: 194 WEST MAIN STREET CITY: CORTLAND STATE: OH ZIP: 44410 8-K 1 f8k_072717.htm FORM 8-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): July 27, 2017 (July 25, 2017)  

CORTLAND BANCORP
(Exact Name of Registrant as Specified in Charter)

Ohio000-1381434-1451118
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

194 West Main Street, Cortland, Ohio 44410
(Address of Principal Executive Offices) (Zip Code)

(330) 637-8040
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

 

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

 
 

Item 2.02. Results of Operations and Financial Condition.

         On July 27, 2017, Cortland Bancorp issued a news release reviewing the Company’s financial results for the quarter and six months ended June 30, 2017. A copy of this news release is included as Exhibit 99.1 and incorporated herein by reference.

         This announcement may contain forward-looking statements that involve risk and uncertainties, including changes in general economic and financial market conditions and the Company’s ability to execute its business plans.  Although management believes the expectations reflected in such statements are reasonable, actual results may differ materially.

         The information in this Current Report on Form 8-K, including Exhibit 99.1 included herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

Item 8.01. Other Events.

         In a press release issued on July 27, 2017, President James M. Gasior announced that the Board of Directors of Cortland Bancorp (the “Company”) has declared a dividend of $0.08.   The dividend is payable on or after September 1, 2017 to shareholders of record as of August 10, 2017.   The press release is included as Exhibit 99.2 to this current report on Form 8K.

         This announcement may contain forward-looking statements that involve risk and uncertainties, including changes in general economic and financial market conditions and the Company’s ability to execute its business plans.  Although management believes the expectations reflected in such statements are reasonable, actual results may differ materially.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 – Press Release dated July 27, 2017

Exhibit 99.2 – Press Release dated July 27, 2017


SIGNATURE

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 hereunto duly authorized.

 CORTLAND BANCORP
   
  
Date: July 27, 2017By: /s/ James M. Gasior        
  James M. Gasior
  President
  

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

Exhibit 99.1

Cortland Bancorp Earns $1.2 Million, or $0.26 Per Share, for 2Q17; up 18% from 1Q17

CORTLAND, Ohio, July 27, 2017 (GLOBE NEWSWIRE) -- Cortland Bancorp (OTCQB:CLDB), the holding company for Cortland Savings and Banking Company, today reported net income of $1.2 million, or $0.26 per share, for the second quarter of 2017, compared to $1.2 million, or $0.27 per share, for the second quarter of 2016.  Earnings were $1.0 million, or $0.23 per share, for the first quarter of 2017.  For the first six months ended June 30, 2017, net income was $2.2 million, or $0.49 per share, compared to $2.5 million, or $0.58 per share for the six months of 2016.

While earnings for the first half of 2016 benefitted from a one-time recovery of a commercial loan that was on nonaccrual status, the organic growth strategy deployed in midyear 2016 to expand into neighboring geographic markets and adding key personnel to support the Cortland Private Business Banking and commercial lending efforts in northeast Ohio have increased expenses, which will add important revenues in the long term but initially have provided modest incremental revenues since the second quarter of last year.

“As we act on our strategic business banking and commercial lending growth initiatives and begin to gain traction in new markets, we remain focused on producing positive earnings results.  In fact, we have achieved solid financial results in the second quarter, driven by strong deposit and loan growth,” said James Gasior, President and Chief Executive Officer. Our earlier investment in the Mahoning Valley commercial banking group is generating good quality loans with a steady deposit stream,” added Gasior.  “In addition, contributions from our mortgage banking business line continues to enhance revenues, while expenses in less profitable business lines are being reduced.  Also, credit quality continues to improve with nonperforming assets declining to 1.13% of total assets.”

Second Quarter 2017 Highlights (at, or for the period ended June 30, 2017);

  • Total loans grew 7% to $409.8 million from $384.1 million for the second quarter of 2016.
  • Mortgage originations totaled $15.0 million, generating gains on sale of mortgages of $322,000 in the second quarter of 2017, compared to $16.5 million in originations and $465,000 in gains in the second quarter of 2016.  For the first six months of 2017, mortgage originations were $23.2 million, versus $26.9 million generated in the first half of 2016.
  • Total deposits grew 9% to $531.0 million from the comparable quarter a year earlier.
  • Earnings per share (“EPS”) was $0.26 for the second quarter of 2017, compared to $0.27 for the second quarter of 2016, and $0.23 for the first quarter of 2017.  For the first half of 2017, EPS was $0.49 per share, compared to $0.58 per share for the first six months of 2016.
  • Net interest income was $5.0 million for the second quarter of 2017, unchanged from the second quarter one year earlier. Net interest income increased 2% from $4.9 million on a linked quarter basis.  For the first six months of 2017, net interest income was $10.0 million, compared to $9.7 million for the like period in 2016.
  • Non-interest income (excluding investment security gains) was $1.1 million for the second quarter of 2017, compared to $1.2 million for the second quarter of 2016 and increased 25% from $891,000 for the first quarter of 2017.  Year-to-date, non-interest income was $2.0 million, compared to $2.2 million for the first half of 2016.
  • Net interest margin (“NIM”) for the quarter was 3.56%, compared to 3.77% for the second quarter a year ago, and 3.52% for the first quarter of 2017.  NIM for the first six months of 2017, was 3.54%, from 3.67% for the like period in 2016.
  • Nonperforming assets declined to 1.13% of total assets at June 30, 2017.
  • The allowance for loan losses was 1.18% of total loans at June 30, 2017, compared to 1.27% a year earlier and 1.22% at March 31, 2017.
  • Cortland Bancorp remained well capitalized with total risk-based capital to risk-weighted assets of 14.90% and tangible equity to tangible assets of 9.44%.
  • A quarterly cash dividend of $0.08 per share will be payable on September 1, 2017 to shareholders of record on August 10, 2017, providing a 1.8% current yield at recent market prices.    

Operating Results

Net Interest Income
Net interest income remained flat at $5.0 million for the second quarter of 2017, compared to the second quarter of 2016.  Net interest income increased 2% from $4.9 million on a linked quarter basis.  For the first six months of 2017, net interest income increased 2% to $10.0 million over $9.7 million for the first half of 2016.

Net Interest Margin
The fully tax equivalent (“FTE”) net interest margin (“NIM”) contracted 21 basis points to 3.56% for the second quarter of 2017, compared to 3.77% for the second quarter of 2016, primarily due to the lower yields received on loans and investment securities.  The NIM improved four basis points from 3.52% for the first quarter of 2017, mainly due to higher average balances and yields on loans and securities.  NIM was 3.54% for the first six months of 2017, compared to 3.67% for the first half of 2016.

“The one remaining long-term Federal Home Loan Bank (FHLB) advance of approximately $3.5 million bearing an interest rate of 3.95% will mature in September.  We plan to refinance at least $2.0 million of this maturing note and expect the cost will be approximately 1.6% to 1.7%,” said David Lucido, Chief Financial Officer.  Other FHLB advances matured earlier in the year, with $4.5 million refinanced in January 2017, at an average rate of 1.16% from 4.25%, and $3.5 million refinanced in May 2017 at an average rate of 1.26% from 4.27%.

Noninterest Income
Total noninterest income, excluding investment gains, was $1.1 million for the second quarter of 2017, compared to $1.2 million for the second quarter of 2016 and $891,000 for the first quarter of 2017.  Year-to-date, non-interest income totaled $2.0 million, compared to $2.2 million for the first six months of 2016.  Volatility in interest rates continue to have an impact on the margins generated on mortgage loans sold.  Despite the first quarter decline, mortgage banking revenue was a meaningful contributor to noninterest income.

Operating Expenses
Non-interest expense was $4.7 million for both the second quarter of 2017 and the second quarter of 2016, compared to $4.6 million from the preceding quarter.  For the first six months of 2017, non-interest expense was $9.3 million, compared to $9.2 million for the first six months of 2016 which included a $242,000 nonrecurring charge.  “Higher operating expenses resulting from overhead costs associated with our expansion into the greater Cleveland area and the Hudson market, have been partially offset with staff reductions in less profitable business lines and other expense control measures,” added Lucido.

In line with its market assessment strategy, the Company has in recent years targeted less profitable branches for relocation or closure and is scheduled to close one of its Mahoning County branches during the third quarter of 2017.  The Company in previous years closed branches in North Bloomfield, Ohio and Middlefield, Ohio.

The efficiency ratio for the second quarter of 2017 was 73.70%, compared to 73.84% for the second quarter a year earlier, and 76.63% for the first quarter of 2017.  The effective tax rate for the second quarter of 2017 was 19.5%, compared to 19.2% from the second quarter a year earlier. 

Balance Sheet and Asset Quality

Total assets grew to $634.7 million at June 30, 2017, compared to $606.4 million at June 30, 2016, and $619.9 million at March 31, 2017. 

Investment securities totaled $162.7 million at June 30, 2017, compared to $163.8 million at June 30, 2016, and $165.1 million on a linked quarter basis.  As of June 30, 2017, the securities portfolio was primarily comprised of high-grade mortgage-back securities issued by U.S. Government sponsored entities.  The balance in investment securities continues to vary with the liquidity and interest rate risk management as the primary driver.

Total loans increased 7% to $409.8 million at June 30, 2017, compared to $384.1 million at June 30, 2016, and grew by 3% from $397.1 million, at March 31, 2017.  Average loan balances also increased 7% year-over-year.  “Second quarter loans ticked up nicely following solid first quarter loan growth,” commented Gasior.

The loan portfolio remains diversified and is comprised of both retail and business relationships with commercial real estate (CRE) loans accounting for 63%, of which 17% were owner-occupied.  Commercial loans accounted for 16% while residential 1-4 loans accounted for 14%.  Consumer and home equity loans accounted for 7% of total loans.  “With solid organic loan production, commercial real estate and business remain the strongest,” added Gasior.

Total deposits grew by $42.3 million, or 9%, to $531.0 million at June 30, 2017, from $488.7 million at June 30, 2016, and increased by $13.6 million, or 3% from $517.4 million, at March 31, 2017.  Noninterest-bearing deposits accounted for 21% of total deposits; interest-bearing demand deposits accounted for 10%, while money market and savings accounted for 44% of total deposits.  Certificates of deposits were 25% of the deposit mix.

“Asset quality continued to improve with nonperforming assets (NPAs) declining significantly year-over-year and on a linked quarter basis,” said Gasior.  At June 30, 2017, NPAs totaled $7.2 million, down $2.1 million, or 23%, compared to $9.3 million at June 30, 2016, and declined $1.5 million, or 18%, from $8.7 million, at March 31, 2017.  NPAs as a percentage of total assets was 1.13%, at June 30, 2017, compared to 1.54% of total assets at June 30, 2016, and 1.41% of total assets, at March 31, 2017.  Nonperforming loans also declined to $5.9 million at June 30, 2017, compared to $8.5 million a year earlier and $7.4 million, at March 31, 2017.

Nonaccrual loans improved substantially to $1.7 million at June 30, 2017, compared to $2.4 million one year earlier, and $3.1 million at March 31, 2017.  Performing restructured loans, that were not included in nonaccrual loans at the end of the second quarter of 2017, were $4.2 million, compared to $6.1 million at June 30, 2016, and $4.4 million at March 31, 2017.  Borrowers who are in financial difficulty and who have been granted concessions that may include interest rate reductions, term extensions, or payment alterations are categorized as restructured loans.

Because of continued improved credit quality and the substantial recovery of loans previously charged off, no provision for loan losses was recorded for the second quarter of 2017.  No provision for loan losses has been required since the fourth quarter of 2015.  The allowance for loan losses to total loans was 1.18% at June 30, 2017, compared to 1.27% a year earlier and 1.22% at March 31, 2017.

Capital

Cortland Bancorp continues to remain well capitalized under all regulatory measures, with capital ratios exceeding the statutory well-capitalized thresholds by an ample margin.  For the quarter ended June 30, 2017, capital ratios were as follows:

Ratio Cortland Bancorp Bank Well-capitalized Minimum
       
Tier 1 leverage ratio 10.50% 9.15% 5.00%
       
Tier 1 risk-based capital ratio 13.88% 12.11% 8.00%
       
Total risk-based capital ratio 14.90% 14.39% 10.00%
       

About Cortland Bancorp –

Cortland Bancorp is a financial holding company headquartered in Cortland, Ohio.  Founded in 1892, the bank subsidiary, The Cortland Savings and Banking Company conducts business through fourteen full-service community banking offices located in the counties of Trumbull, Mahoning, Portage, Ashtabula, and Summit in Northeastern Ohio and two financial services centers, in Beachwood and Fairlawn, Ohio.  For additional information about Cortland Bank visit http://www.cortlandbank.com. 

Forward Looking Statement

This release may contain “forward-looking statements” that are subject to risks and uncertainties. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. All statements, other than statements of historical fact, regarding our financial position, business strategy and management’s plans and objectives for future operations are forward-looking statements. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” and “intend” and words or phrases of similar meaning, as they relate to Cortland Bancorp or management, are intended to help identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe that management’s expectations as reflected in forward-looking statements are reasonable, we cannot assure readers that those expectations will prove to be correct. Forward-looking statements are subject to various risks and uncertainties that may cause our actual results to differ materially and adversely from our expectations as indicated in the forward-looking statements. These risks and uncertainties include our ability to maintain or expand our market share or net interest margins, and to implement our marketing and growth strategies. Further, actual results may be affected by our ability to compete on price and other factors with other financial institutions; customer acceptance of new products and services; the regulatory environment in which we operate; and general trends in the local, regional and national banking industry and economy, as those factors relate to our cost of funds and return on assets. In addition, there are risks inherent in the banking industry relating to collectability of loans and changes in interest rates. Many of these risks, as well as other risks that may have a material adverse impact on our operations and business, are identified in our other filings with the SEC. However, you should be aware that these factors are not an exhaustive list, and you should not assume these are the only factors that may cause our actual results to differ from our expectations.

                               
 SELECTED FINANCIAL DATA                              
 (In thousands of dollars, except for ratios and per share amounts)                            
 Unaudited                              
 Three Months Ended   Six Months Ended 
  June 30, 2017   June 30, 2016   Var %   March 31, 2017   Var %   June 30, 2017   June 30, 2016   Var % 
 SUMMARY OF OPERATIONS                              
 Interest income$  5,805    $  5,740    1%    $  5,696    2%     $  11,501    $  11,133    3%  
 Interest expense   (783)      (719)     9       (759)     3       (1,542)      (1,411)     9  
   Net interest income   5,022       5,021      —       4,937      2       9,959       9,722      2  
   Provision for loan losses   —       —      —       —      —       —       —      —  
 NII after loss provision   5,022       5,021      —       4,937      2       9,959       9,722      2  
 Investment security gains 22     4    450       9      144       31       328      (91) 
 Non-interest income   1,110       1,161      (4)      891      25       2,001       2,244      (11) 
 Non-interest expense   (4,686)      (4,734)     (1)      (4,647)     1       (9,333)      (9,218)     1  
 Income before tax    1,468       1,452      1       1,190      23       2,658       3,076      (14) 
   Federal income tax expense   286       279      3       190      51       476       541      (12) 
   Net income$  1,182    $  1,173      1%    $  1,000    18%     $  2,182    $  2,535      (14)%  
                                
 PER COMMON SHARE DATA                               
 Number of shares outstanding (000s)   4,433       4,407      1%       4,435    %       4,433       4,407      1%  
 Earnings per share, basic and diluted$  0.26    $  0.27      (4)   $  0.23      13    $  0.49    $  0.58      (16) 
 Dividends per share   0.08       0.07      14       0.15      (47)      0.23       0.14      64  
 Market value   18.00       15.00      20       18.60      (3)      18.00       15.00      20  
 Book value   13.51       13.67      (1)      13.09      3       13.51       13.67      (1) 
 Market value to book value 133.23%     109.73%      21     142.09%      (6)    133.23%      109.73%       21  
                                
 BALANCE SHEET DATA                              
 Assets$  634,736    $  606,361    5%    $  619,893      2%     $  634,736    $  606,361      5%  
 Investments securities   162,677       163,796      (1)      165,099      (1)      162,677       163,796      (1) 
 Total loans    409,766       384,058      7       397,087      3       409,766       384,058      7  
 Total deposits   530,988       488,675      9       517,352      3       530,988       488,675      9  
 Borrowings    32,758       41,942      (22)      35,436      (8)      32,758       41,942      (22) 
 Shareholders’ equity   59,910       60,223      (1)      58,054      3       59,910       60,223      (1) 
                                
 AVERAGE BALANCE SHEET DATA                              
 Average assets$  634,701    $  602,749    5%    $  632,314      —%     $  633,460    $  597,878      6%  
 Average total loans   407,138       379,274      7       407,680      —       407,408       380,249      7  
 Average total deposits   527,510       492,432      7       520,059      1       523,804       488,774      7  
 Average shareholders' equity   59,227       58,878      1       57,674      3       58,454       58,159      1  
                               
 ASSET QUALITY RATIOS                              
 Net (charge-offs) recoveries$  (25)   $  (320)     (92)%    $  (13)   92%     $  (38)   $  (334)     (89)%  
 Net (charge-offs) recoveries to average loans (0.02)%      (0.34)%       (94)    (0.01)%       100       (0.02)%        (0.18)%       (89) 
 Non-performing loans as a % of loans   1.44       2.22      (35)      1.87      (23)      1.44       2.22      (35) 
 Non-performing assets as a % of assets   1.13       1.54      (27)      1.41      (20)      1.13       1.54      (27) 
 Allowance for loan losses as a % of total loans   1.18       1.27      (7)      1.22      (3)      1.18       1.27      (7) 
 Allowance for loan losses as a % of non-performing loans   82.06       56.88      44       65.42      25       82.06       56.88      44  
                               
 FINANCIAL RATIOS\STATISTICS                              
 Return on average equity 7.98%     7.97%      —%      6.94%    15%      7.47%     8.72%      (14)%  
 Return on average assets   0.74       0.78      (5)      0.63      18       0.69       0.85      (19) 
 Net interest margin   3.56       3.77      (6)      3.52      1       3.54       3.67      (4) 
 Efficiency ratio   73.70       73.84      —       76.63      (4)      75.13       72.52      4  
 Average number of employees (FTE)   159       162      (2)      163      (2)      161       159      1  
                                
 CAPITAL RATIOS                              
 Tier 1 leverage ratio                              
 Company 10.50%     10.64%    (1)%      10.39%    1%      10.50%      10.64%    (1)%  
 Bank   9.15       9.19      —       9.04      1       9.15       9.19      —  
 Common equity tier 1 ratio                              
 Company   12.84       12.74      1       12.89      —       12.84       12.74      1  
 Bank   12.11       11.95      1       12.15      —       12.11       11.95      1  
 Tier 1 risk-based capital ratio                              
 Company   13.88       13.81      1       13.95      (1)      13.88       13.81      1  
 Bank   12.11       11.95      1       12.15      —       12.11       11.95      1  
 Total risk-based capital ratio                               
 Company   14.90       14.88      —       14.99      (1)      14.90       14.88      —  
 Bank   14.39       14.32      —       14.47      (1)      14.39       14.32      —  
                               

 

 

CONTACT:  
James M. Gasior, President & CEO
(330) 282-4111

The Cereghino Group
IR CONTACT: 206-388-5785

EX-99.2 3 exh_992.htm PRESS RELEASE EdgarFiling

Exhibit 99.2

Cortland Bancorp Declares Quarterly Cash Dividend of $0.08 Per Share

CORTLAND, Ohio, July 27, 2017 (GLOBE NEWSWIRE) -- Cortland Bancorp (OTCQX:CLDB), the holding company for Cortland Savings and Banking Company, today announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share.  The dividend will be payable on September 1, 2017, to shareholders of record at the close of business on August 10, 2017.

“As our franchise continues to deliver strong performance, we are glad to be able to pay our quarterly cash dividend,” said James Gasior, President and Chief Executive Officer.  “Cash dividends are one way to create shareholder value, and we appreciate the loyalty of our shareholder base.” At the stock price of $17.77 per share at the close of the market on July 25, 2017, the current dividend equates to a yield of 1.8% on an annualized basis.

Cortland Bancorp recently reported earnings of $1.2 million, or $0.26 per share, for the second quarter of 2017, versus $1.2 million, or $0.27 per share, for the first quarter of 2016.  Year-to-date, earnings were $2.2 million or $0.49 per share, versus $2.5 million, or $0.58 per share for the first six months of 2016.

About Cortland Bancorp
Cortland Bancorp is a financial holding company headquartered in Cortland, Ohio.  Founded in 1892, the Company’s bank subsidiary, The Cortland Savings and Banking Company conducts business through fourteen full-service community banking offices located in the counties of Trumbull, Mahoning, Portage, Summit, and Ashtabula in Northeastern Ohio and two financial service centers in Beachwood and Fairlawn, Ohio.  For additional information about Cortland Bank visit http://www.cortlandbank.com.

CONTACT:  James M. Gasior, President & CEO
(330) 282-4111

The Cereghino Group
IR CONTACT: 206-388-5785