Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - CORTLAND BANCORP INC | CLDB_Exhibit32.htm |
| EX-31 - EX-31.2 - CORTLAND BANCORP INC | CLDB_Exhibit31_2.htm |
| EX-31 - EX-31.1 - CORTLAND BANCORP INC | CLDB_Exhibit31_1.htm |
| EXCEL - IDEA: XBRL DOCUMENT - CORTLAND BANCORP INC | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Mark One)
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x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013
or
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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 |
34-1451118 |
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(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
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194 West Main Street, Cortland, Ohio |
44410 |
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(Address of principal executive offices) |
(Zip code) |
330- 637-8040
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 x No ¨
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 x No ¨
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 |
¨ |
Accelerated filer |
¨ |
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Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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TITLE OF CLASS |
SHARES OUTSTANDING |
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Common Stock, No Par Value |
4,527,850 Shares May 9, 2013 |
2
EXPLANATORY NOTE
This Form 10-Q/A amends the Quarterly Report on Form 10-Q of Cortland Bancorp Inc. (the “Company”) for the quarterly period ended March 31, 2013, as filed with the Securities and Exchange Commission on May 15, 2013 (the “Form 10-Q”), for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405 of Regulation S-T. The attached Exhibit 101 included printers errors which altered the information provided in the original Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
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CORTLAND BANCORP AND SUBSIDIARIES
Item 6. Exhibits—The following exhibits are filed or incorporated by reference as part of this report:
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Incorporated by Reference |
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Exhibit |
Exhibit Description |
Form*** |
Exhibit |
Filing |
Filed |
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3.1 |
Restated Amended Articles of Cortland Bancorp reflecting amendment dated June 25, 1999. Note: filed for purposes of SEC reporting compliance only. This restated document has not been filed with the State of Ohio. |
10-K(1) |
3.1 |
03/16/06 |
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3.2 |
Code of Regulations, as amended: |
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For the Bancorp |
10-K(1) |
3.2 |
03/16/06 |
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For Cortland Savings and Banking |
10-K |
3.2 |
03/15/07 |
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4.1 |
The rights of holders of equity securities are defined in portions of the Articles of Incorporation and Code of Regulations as referenced in Exhibits 3.1 and 3.2 |
10-K(1) |
4.1 |
03/16/06 |
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4.2 |
Agreement to furnish instruments and agreements defining rights of holders of long-term debt |
10-Q |
4.2 |
5/14/2013 |
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*10.1 |
Group Term Carve Out Plan dated February 23, 2001, by The Cortland Savings and Banking Company with each executive officer other than Rodger W. Platt and with selected other officers, as amended by the August 2002 letter amendment |
10-K(1) |
10.1 |
03/16/06 |
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*10.2 |
Group Term Carve Out Plan Amended Split Dollar Policy Endorsement entered into by The Cortland Savings and Banking Company on December 15, 2003 with Stephen A. Telego, Sr. |
10-K(1) |
10.2 |
03/16/06 |
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*10.3 |
Amended Director Retirement Agreement between Cortland Bancorp and Jerry A. Carleton, dated as of December 18, 2007 |
10-K |
10.3 |
03/17/08 |
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*10.4 |
Amended Director Retirement Agreement between Cortland Bancorp and David C. Cole, dated as of December 18, 2007 |
10-K |
10.4 |
03/17/08 |
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*10.5 |
Amended Director Retirement Agreement between Cortland Bancorp and George E. Gessner, dated as of December 18, 2007 |
10-K |
10.5 |
03/17/08 |
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*10.6 |
Amended Director Retirement Agreement between Cortland Bancorp and William A. Hagood, dated as of October 12, 2003 |
10-K(1) |
10.6 |
03/16/06 |
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*10.7 |
Amended Director Retirement Agreement between Cortland Bancorp and James E. Hoffman III, dated as of December 18, 2007 |
10-K |
10.7 |
03/17/08 |
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*10.8 |
Amended Director Retirement Agreement between Cortland Bancorp and Neil J. Kaback, dated as of December 18, 2007 |
10-K |
10.8 |
03/17/08 |
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*10.9 |
Director Retirement Agreement between Cortland Bancorp and K. Ray Mahan, dated as of March 1, 2001 |
10-K(1) |
10.9 |
03/16/06 |
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*10.10 |
Amended Director Retirement Agreement between Cortland Bancorp and Richard B. Thompson, dated as of December 18, 2007 |
10-K |
10.10 |
03/17/08 |
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4
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*10.11 |
Amended Director Retirement Agreement between Cortland Bancorp and Timothy K. Woofter, dated as of December 18, 2007 |
10-K |
10.11 |
03/17/08 |
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5
CORTLAND BANCORP AND SUBSIDIARIES
INDEX TO EXHIBITS
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Incorporated by Reference |
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Exhibit |
Exhibit Description |
Form*** |
Exhibit |
Filing |
Filed |
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*10.12 |
Form of Split Dollar Agreement entered into by Cortland Bancorp and each of Directors David C. Cole, George E. Gessner, William A. Hagood, James E. Hoffman III, K. Ray Mahan, and Timothy K. Woofter as of February 23, 2001, as of March 1, 2004, with Director Neil J. Kaback, and as of October 1, 2001, with Director Richard B. Thompson; |
10-K(1) |
10.12 |
03/16/06 |
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as amended on December 26, 2006, for Directors Cole, Gessner, Hoffman, Mahan, Thompson, and Woofter; |
10-K |
10.12 |
03/15/07 |
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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 |
10-K |
10.12 |
03/17/08 |
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*10.13 |
Director’s Retirement Agreement between Cortland Bancorp and Director Joseph E. Koch, dated as of April 19, 2011 |
8-K |
10.13 |
04/22/11 |
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*10.14 |
Split Dollar Agreement and Endorsement between Cortland Bancorp and Director Joseph E. Koch, dated as of April 19, 2011 |
8-K |
10.14 |
04/22/11 |
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*10.15 |
Form of Indemnification Agreement entered into by Cortland Bancorp with each of its directors |
10-K(1) |
10.15 |
03/16/06 |
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*10.16 |
Endorsement Split Dollar Agreement between The Cortland Savings and Banking Company and David J. Lucido, dated as of March 27, 2012 |
10-K |
10.16 |
03/29/12 |
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*10.17 |
Fifth Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Timothy Carney, dated as of March 27, 2012 |
10-K |
10.17 |
03/29/12 |
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*10.18 |
Third Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Lawrence A. Fantauzzi, dated as of December 3, 2008 |
8-K |
10.18 |
12/12/08 |
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*10.19 |
Fifth Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and James M. Gasior, dated as of March 27, 2012 |
10-K |
10.19 |
03/29/12 |
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*10.20 |
Second Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Marlene Lenio, dated as of December 3, 2008 |
8-K |
10.20 |
12/12/08 |
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*10.20.1 |
Amendment of the December 3, 2008 Second Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Marlene J. Lenio |
10-Q |
10.20.1 |
05/17/10 |
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Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Craig Phythyon, dated as of December 3, 2008 |
8-K |
10.21 |
12/12/08 |
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*10.21.1 |
Amendment of the December 3, 2008 Second Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Craig M. Phythyon |
10-Q |
10.21.1 |
05/17/10 |
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7
CORTLAND BANCORP AND SUBSIDIARIES
INDEX TO EXHIBITS
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Incorporated by Reference |
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Exhibit |
Exhibit Description |
Form*** |
Exhibit |
Filing |
Filed |
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*10.22 |
Third Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Stephen A. Telego, Sr., dated as of December 3, 2008 |
8-K |
10.22 |
12/12/08 |
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*10.22.1 |
Amendment of the December 3, 2008 Third Amended Salary Continuation Agreement between The Cortland Savings and Banking Company and Stephen A. Telego, Sr. |
10-Q |
10.22.1 |
05/17/10 |
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*10.23 |
Salary Continuation Agreement between The Cortland Savings and Banking Company and David J. Lucido dated as of June 1, 2010 |
8-K |
10.23 |
06/02/10 |
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*10.24 |
Fourth Amended Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and Timothy Carney, dated as of April 19, 2011 |
8-K |
10.24 |
04/22/11 |
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*10.25 |
Salary Continuation Agreement between The Cortland Savings and Banking Company and Stanley P. Feret dated as of June1, 2010 |
8-K |
10.25 |
06/02/10 |
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*10.26 |
Fourth Amended Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and James M. Gasior, dated as of April 19, 2011 |
8-K |
10.26 |
04/22/11 |
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*10.27 |
Second Amended Split Dollar Agreement between The Cortland Savings and Banking Company and Marlene Lenio, dated as of December 3, 2008 |
8-K |
10.27 |
12/12/08 |
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*10.27.1 |
Termination of Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and Marlene Lenio |
10-Q |
10.27.1 |
05/17/10 |
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*10.28.1 |
Termination of the Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and Craig Phythyon |
10-Q |
10.28.1 |
05/17/10 |
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*10.29 |
Third Amended Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and Stephen A. Telego, Sr., dated as of December 3, 2008 |
8-K |
10.29 |
12/12/08 |
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*10.29.1 |
Termination of the Split Dollar Agreement and Endorsement between The Cortland Savings and Banking Company and Stephen A. Telego, Sr. |
10-Q |
10.29.1 |
05/17/10 |
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10.30 |
Reserved |
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*10.31.1 |
Severance Agreement between Cortland Bancorp and Tim Carney, dated as of September 28, 2012 |
8-K |
10.31.1 |
10/03/12 |
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*10.31.2 |
Severance Agreement between Cortland Bancorp and James Gasior, dated as of September 28, 2012 |
8-K |
10.31.2 |
10/03/12 |
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*10.31.3 |
Severance Agreement between Cortland Bancorp and David J. Lucido, dated as of September 28, 2012 |
8-K |
10.31.3 |
10/03/12 |
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*10.31.4 |
Severance Agreement between Cortland Bancorp and David J. Lucido, dated as of June 1, 2010 |
8-K |
10.31.4 |
10/03/12 |
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CORTLAND BANCORP AND SUBSIDIARIES
INDEX TO EXHIBITS
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Incorporated by Reference |
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Exhibit |
Exhibit Description |
Form*** |
Exhibit |
Filing |
Filed |
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*10.32 |
Severance Agreement entered into by Cortland Bancorp and The Cortland Savings and Banking Company in December 3, 2008, with each of Marlene J. Lenio, Craig M. Phythyon and Barbara R. Sandrock |
8-K |
10.32 |
12/12/08 |
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*10.32.1 |
Termination of Severance Agreement entered into by each of Mses. Marlene J. Lenio and Barbara R. Sandrock and Messrs. Craig M. Phythyon and Stephen A. Telego, Sr. |
10-Q |
10.32.1 |
05/17/10 |
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*10.33 |
Agreement and General Release with Lawrence A. Fantauzzi |
8-K |
10.1 |
10/22/09 |
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*10.34 |
Severance Agreement between Cortland Bancorp and Stanley P. Feret, dated as of September 28, 2012 |
8-K |
10.34 |
10/03/12 |
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11 |
Statement of re-computation of per share earnings |
See Note 6 of Financial Statements |
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10
CORTLAND BANCORP AND SUBSIDIARIES
INDEX TO EXHIBITS
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Incorporated by Reference |
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Exhibit |
Exhibit Description |
Form*** |
Exhibit |
Filing |
Filed |
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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 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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101 |
The following materials from Cortland Bancorp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Changes in Shareholders’ Equity; (e) Consolidated Statements of Cash Flows; and (f) the Notes to Consolidated Financial Statements tagged as blocks of text and in detail (included with this filing)** |
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(1) Film number 06691632
* Management contract or compensatory plan or arrangement
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
***SEC File No. 000-13814
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CORTLAND BANCORP AND SUBSIDIARIES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CORTLAND BANCORP
(Registrant)
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/s/ James M. Gasior |
Date: May 15, 2013 |
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James M. Gasior President and Chief Executive Officer (Principal Executive Officer) |
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/s/ David J. Lucido |
Date: May 15, 2013 |
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David J. Lucido Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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