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Cincinnati Bancorp, Inc. - Quarter Report: 2022 March (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                            

Commission File Number: 001-39188

CINCINNATI BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland

84-2848636

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6581 Harrison Avenue, Cincinnati, Ohio

45247

(Address of principal executive offices)

(Zip Code)

(513) 574-3025

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common stock, $0.01 par value per share

CNNB

The Nasdaq Stock Market, LLC

(Title of Each Class)

(Trading Symbol(s))

 

(Name of Each Exchange on Which Registered)

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      No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes      No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule #12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

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.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).     Yes      No

The number of outstanding shares of the registrant’s common stock as of May 10, 2022 was 2,967,875.

Table of Contents

Cincinnati Bancorp, Inc.

Form 10-Q

Index

Page

Part I. Financial Information

Item 1.

Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021

1

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2022 and 2021 (Unaudited)

2

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2022 and 2021 (Unaudited)

3

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021 (Unaudited)

4

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)

5

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

34

Item 4.

Controls and Procedures

34

Part II. Other Information

Item 1.

Legal Proceedings

35

Item 1A.

Risk Factors

35

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

Item 3.

Defaults upon Senior Securities

36

Item 4.

Mine Safety Disclosures

36

Item 5.

Other Information

36

Item 6.

Exhibits

37

Signature Page

38

Table of Contents

Part I. – Financial Information

Item 1.     Financial Statements

Cincinnati Bancorp, Inc.

Condensed Consolidated Balance Sheets

March 31, 2022 (Unaudited) and December 31, 2021

    

March 31,

    

December 31, 

2022

2021

(Unaudited)

Assets

 

  

 

  

Cash and due from banks

$

2,295,219

$

2,505,136

Interest-bearing demand deposits in banks

 

14,865,455

 

12,831,650

Federal funds sold

 

1,841,000

 

6,515,000

Cash and cash equivalents

 

19,001,674

 

21,851,786

Available-for-sale debt securities

 

7,497,947

 

7,891,232

Loans held for sale

 

4,722,177

 

8,121,375

Loans, net of allowance for loan losses of $1,693,545 and $1,672,545, respectively

 

206,095,533

 

195,541,821

Premises and equipment, net

 

3,438,913

 

3,488,822

Federal Home Loan Bank stock

 

4,149,300

 

4,149,300

Foreclosed assets held for sale

7,318

Interest receivable

 

589,414

 

577,002

Mortgage servicing rights

 

2,399,905

 

2,230,751

Federal Home Loan Bank lender risk account receivable

 

2,258,413

 

2,286,690

Bank-owned life insurance

 

4,276,972

 

4,256,570

Other assets

 

1,369,741

 

1,068,690

Total assets

$

255,807,307

$

251,464,039

Liabilities and Stockholders' Equity

 

 

Liabilities

 

 

Deposits

 

 

Demand

$

46,110,005

$

45,787,848

Savings

 

78,678,922

 

75,527,958

Certificates of deposit

 

84,091,368

 

83,137,755

Total deposits

 

208,880,295

 

204,453,561

Advances from borrowers for taxes and insurance

 

1,147,440

 

1,808,971

Interest payable

 

1,776

 

24

Directors deferred compensation

700,409

696,295

Deferred tax liabilities

 

1,099,938

 

1,090,765

Other liabilities

 

712,201

 

514,705

Total liabilities

 

212,542,059

 

208,564,321

Commitments and Contingent Liabilities

 

 

Stockholders' Equity

 

  

 

Preferred stock - authorized 1,000,000 shares, $0.01 par value, none issued

 

 

Common stock - authorized 14,000,000 shares, $0.01 par value; issued 3,044,839; outstanding 2,993,972 at March 31, 2022 and 2,930,550 at December 31, 2021

 

29,250

 

29,275

Additional paid-in capital

 

23,040,454

 

22,953,608

Unearned ESOP shares

 

(1,545,097)

 

(1,570,810)

Retained earnings - substantially restricted

 

22,170,767

 

21,821,948

Accumulated other comprehensive loss

 

(430,126)

 

(334,303)

Total stockholders' equity

 

43,265,248

 

42,899,718

Total liabilities and stockholders' equity

$

255,807,307

$

251,464,039

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

Table of Contents

Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Income

Three Months Ended March 31, 2022 and 2021 (Unaudited)

Three Months Ended March 31,

    

2022

    

2021

(Unaudited)

Interest and Dividend Income

 

  

 

  

Loans, including fees

$

1,990,727

$

1,880,907

Securities

 

14,963

 

21,385

Dividends on Federal Home Loan Bank stock and other

 

24,158

 

14,086

Total interest and dividend income

 

2,029,848

 

1,916,378

Interest Expense

 

 

Deposits

 

192,255

 

292,277

Federal Home Loan Bank advances

 

1,338

 

207,660

Total interest expense

 

193,593

 

499,937

Net Interest Income

 

1,836,255

 

1,416,441

Provision for Loan Losses

 

21,000

 

Net Interest Income After Provision for Loan Losses

 

1,815,255

 

1,416,441

Noninterest Income

 

 

Gain on sales of loans

 

947,284

 

2,857,267

Mortgage servicing fees

 

271,565

 

86,143

Mortgage derivative income

92,573

304,695

Other

 

289,332

 

297,003

Total noninterest income

 

1,600,754

 

3,545,108

Noninterest Expense

 

 

Salaries and employee benefits

 

1,873,961

 

2,195,061

Occupancy and equipment

 

181,405

 

196,364

Directors compensation

 

42,250

 

42,250

Data processing

 

211,486

 

214,908

Professional fees

 

97,343

 

91,802

Franchise tax

 

74,050

 

69,802

Deposit insurance premiums

 

16,084

 

14,839

Advertising

 

87,698

 

37,114

Software licenses

 

42,819

 

26,763

Loan costs

 

120,712

 

213,423

Other

 

221,193

 

186,391

Total noninterest expense

 

2,969,001

 

3,288,717

Income Before Income Taxes

 

447,008

 

1,672,832

Provision for Income Taxes

 

98,189

 

350,320

Net Income

$

348,819

$

1,322,512

Earnings per common share - basic

$

0.12

$

0.48

Earnings per common share - diluted

$

0.12

$

0.47

Weighted-average shares outstanding - basic

 

2,727,635

 

2,752,815

Weighted-average shares outstanding - diluted

 

2,814,427

 

2,815,192

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

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Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31, 2022 and 2021 (Unaudited)

Three Months Ended March 31, 

    

2022

    

2021

(Unaudited)

Net Income

$

348,819

$

1,322,512

Other Comprehensive Loss:

 

  

 

  

Net unrealized gains (losses) on available-for-sale securities

 

(166,146)

 

27,522

Tax (expense) benefit

 

34,890

 

(5,780)

Changes in directors' retirement plan prior service costs

 

7,298

 

(52,145)

Tax (expense) benefit

 

28,135

 

(19,078)

Other comprehensive loss

 

(95,823)

 

(49,481)

Comprehensive Income

$

252,996

$

1,273,031

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Table of Contents

Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Three Months Ended March 31, 2022 and 2021 (Unaudited)

Accumulated

Additional

Unearned

Other

Total

Common

Paid-in

ESOP

Retained

Comprehensive

Stockholders'

    

Stock

    

Capital

    

Shares

    

Earnings

    

Loss

    

Equity

For the Three Months ended March 31, 2022 (unaudited)

Balance, January 1, 2022

$

29,275

$

22,953,608

$

(1,570,810)

$

21,821,948

$

(334,303)

$

42,899,718

ESOP shares earned

 

 

12,882

 

25,713

 

 

 

38,595

 

  

 

  

 

  

 

  

 

  

 

  

Stock-based compensation expense

 

 

111,133

 

 

 

 

111,133

 

  

 

 

  

 

  

 

  

 

  

Net income

 

 

 

 

348,819

 

 

348,819

 

  

 

  

 

  

 

  

 

  

 

Repurchase of common stock

(25)

(37,169)

(37,194)

Other comprehensive loss

 

 

 

 

 

(95,823)

 

(95,823)

Balance, March 31, 2022

$

29,250

$

23,040,454

$

(1,545,097)

$

22,170,767

$

(430,126)

$

43,265,248

Accumulated

Additional

Unearned

Other

Total

Common

Paid-in

ESOP

Retained

Comprehensive

Stockholders'

    

Stock

    

Capital

    

Shares

    

Earnings

    

Loss

    

Equity

For the Three Months ended March 31, 2021 (unaudited)

Balance, January 1, 2021

$

29,756

$

23,266,485

$

(1,673,660)

$

20,173,404

$

(292,014)

$

41,503,971

ESOP shares earned

5,991

25,713

31,704

Stock-based compensation expense

28,535

28,535

Net income

1,322,512

1,322,512

Repurchase of common stock

(35,561)

(35,561)

Other comprehensive loss

(49,481)

(49,481)

Balance, March 31, 2021

$

29,756

$

23,265,450

$

(1,647,947)

$

21,495,916

$

(341,495)

$

42,801,680

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

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Cincinnati Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31, 2022 and 2021 (Unaudited)

    

2022

    

2021

(Unaudited)

Operating Activities

  

  

Net income

$

348,819

$

1,322,512

Items not requiring (providing) cash:

Depreciation and amortization

 

58,510

 

56,341

Provision for loan losses

 

21,000

 

Amortization of premiums and discounts on securities, net

 

1,791

 

2,994

Change in deferred income taxes

 

353,781

 

122,268

Gain on sale of loans

 

(947,284)

 

(2,857,267)

Impairment of foreclosed assets held for sale

60,000

Proceeds from the sale of loans held for sale

 

35,578,631

 

93,566,611

Origination of loans held for sale

 

(31,232,149)

 

(89,339,139)

Mortgage servicing rights

(169,154)

(308,550)

Earnings on cash surrender value of bank-owned life insurance

 

(20,402)

 

(20,537)

Stock-based compensation expense

 

111,133

 

28,535

ESOP shares earned

 

38,595

 

31,704

Changes in:

 

 

Interest receivable

 

(12,412)

 

(7,822)

Federal Home Loan Bank lender risk account receivable

 

28,277

 

37,590

Derivative assets

(195,348)

(203,594)

Other assets

 

(105,703)

 

(140,065)

Interest payable

 

1,752

 

(633)

Derivative liabilities

102,775

(101,100)

Other liabilities

 

(175,451)

 

(473,731)

Net cash provided by operating activities

 

3,847,161

 

1,716,117

Investing Activities

 

 

Net change in interest-bearing deposits

1,000,000

Proceeds from maturities of available-for-sale debt securities

 

225,349

 

529,483

Purchase of available for sale debt securities

(5,034,375)

Purchase of Federal Home Loan Bank stock

 

 

(220,700)

Net change in loans

 

(10,642,030)

 

(5,885,096)

Purchase of premises and equipment

 

(8,601)

 

(37,130)

Net cash used in investing activities

 

(10,425,282)

 

(9,647,818)

Financing Activities

Net increase in deposits

4,426,734

3,196,134

Repurchase of common stock

(37,194)

(35,561)

Proceeds from Federal Home Loan Bank advances

15,000,000

Repayment of Federal Home Loan Bank advances

(15,000,000)

Net change in advances from borrowers for taxes and insurance

(661,531)

(543,309)

Net cash provided by financing activities

3,728,009

2,617,264

Decrease in Cash and Cash Equivalents

(2,850,112)

(5,314,437)

Cash and Cash Equivalents, Beginning of Period

21,851,786

32,347,806

Cash and Cash Equivalents, End of Period

$

19,001,674

$

27,033,369

Supplemental Cash Flows Information

Interest paid

$

191,841

$

500,570

Income taxes paid

255,000

441,193

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1:       Nature of Operations and Summary of Significant Account Policies

Nature of Operations

Cincinnati Bancorp (“Bancorp”), the predecessor to Cincinnati Bancorp, Inc. (“Company”), was the mid-tier holding company for Cincinnati Federal (the “Bank”), a federally chartered stock savings and loan association that is primarily engaged in providing a full range of banking and financial services to individual and corporate customers. Our business operations are conducted in the larger Greater Cincinnati/Northern Kentucky metropolitan area which includes Hamilton, Warren, Butler and Clermont Counties in Ohio, Boone, Kenton and Campbell Counties in Kentucky, and Dearborn County, Indiana.

On October 14, 2015, the Bank had reorganized into the mutual holding company structure. As part of the reorganization, the Bancorp sold 773,663 shares of common stock at a price of $10.00 per share in a public offering and issued 945,587 shares of common stock to CF Mutual Holding Company, the Bancorp’s parent mutual holding company.

On December 20, 2019, the Bancorp’s shareholders approved a plan of conversion and reorganization, whereby CF Mutual Holding Company and Cincinnati Bancorp would convert and reorganize from the mutual holding company structure to the stock holding company structure. The conversion and reorganization were completed effective January 22, 2020, whereby the Company, a Maryland corporation and successor to the Bancorp, sold a total of 1,652,960 shares of common stock at a price of $10.00 per share in the subscription offering, which included 132,237 shares sold to Cincinnati Federal’s Employee Stock Ownership Plan, and issued 1,322,665 shares of common stock in exchange for the outstanding shares of common stock of the Bancorp owned by stockholders other than CF Mutual Holding Company. The exchange ratio for previously held shares of Cincinnati Bancorp was 1.6351 as applied in the conversion offering. References herein to the “Company” include Cincinnati Bancorp, Inc. and Cincinnati Bancorp before completion of the conversion.

The Company is subject to competition from other financial institutions. The Company is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

Revenue Recognition

The Company accounts for revenues in accordance with accounting guidance that provides that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Interest income, net securities gains (losses), gains from the sale of mortgage loans and earnings on bank-owned life insurance are not covered under ASC 606 and are recognized as contractually earned. For other revenue streams including service charges on deposits and electronic banking fees, there are no significant judgments related to the amount and timing of revenue recognition. All of the Company’s revenue from contracts with customers is recognized within other noninterest income.

Service charges on deposit accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as stop payment charges, statement rendering and other fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

Service charges on deposits are withdrawn from the customer’s account balance. Service charges are recorded in other noninterest income.

Interchange income: The Company earns interchange income from cardholder transactions conducted through the various payment networks. Interchange income from cardholder transactions represent a percentage of the underlying transaction value and is recognized daily, concurrently with the transaction processing services provided to the cardholder. The gross amount of these fees is processed through noninterest income. Interchange fees are recorded in other noninterest income.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Principles of Consolidation

The accompanying condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 include the accounts of the Company and the Bank. All significant intercompany items have been eliminated in consolidation.

Interim Financial Statements

The interim condensed consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments contained in these unaudited consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been omitted. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results to be achieved for the remainder of the year ending December 31, 2022, or any other period.

The accompanying condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021, should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020 contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, loan servicing rights, lender reserve account and fair values of financial instruments.

NOTE 2:        Debt Securities

Available-for-sale debt securities are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

For debt securities with fair value below amortized cost, when the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, the Company recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:

    

    

Gross

    

Gross

    

Amortized

Unrealized

Unrealized

Cost

Gains

Losses

Fair Value

Available-for-Sale Debt Securities:

March 31, 2022 (unaudited):

 

  

 

  

 

  

 

  

Mortgage-backed securities of government sponsored entities

$

7,617,041

$

13,543

$

(132,637)

$

7,497,947

December 31, 2021:

 

  

 

  

 

  

 

  

Mortgage-backed securities of government sponsored entities

$

7,844,180

$

49,809

$

(2,757)

$

7,891,232

The Company had no sales of investment securities during the three month period ended March 31, 2022 or 2021. The Company had not pledged any of its investment securities as of March 31, 2022 or December 31, 2021.

The amortized cost and fair value of available-for-sale securities at March 31, 2022 and December 31, 2021, by contractual maturity is not disclosed for mortgage-backed securities, as expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Certain investments in debt securities have fair values at an amount less than their historical cost. The total fair value of these investments at March 31, 2022 and December 31, 2021 was $4,575,681 and $126,007, respectively, which was approximately 61.0% and 1.6%, respectively, of the Company’s investment portfolio at those respective dates.

The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment class and length of time that the individual securities have been in continuous unrealized loss position at March 31, 2022 and December 31, 2021:

Less than 12 Months

12 Months or More

Total

    

    

Unrealized

    

    

Unrealized

    

    

Unrealized

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

March 31, 2022 (unaudited):

 

  

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities of government sponsored entities

$

4,452,618

$

(129,181)

$

123,063

$

(3,456)

$

4,575,681

$

(132,637)

December 31, 2021:

 

  

 

  

 

 

 

 

Mortgage-backed securities of government sponsored entities

$

12,977

$

(48)

$

113,030

$

(2,709)

$

126,007

$

(2,757)

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 3:       Loans and Allowance for Loan Losses

Categories of loans at March 31, 2022 and December 31, 2021 include:

    

March 31,

    

December 31, 

2022

2021

(Unaudited)

One to four family mortgage loans - owner occupied

$

74,394,376

$

70,336,846

One to four family - investment

 

11,276,726

 

10,361,388

Multi-family mortgage loans

 

57,574,159

 

55,029,111

Nonresidential mortgage loans

 

48,677,801

 

41,761,964

Construction and land loans

 

20,191,815

 

19,425,025

Real estate secured lines of credit

 

12,017,778

 

11,403,262

Commercial loans

 

284,992

 

299,851

Other consumer loans

 

336,022

 

348,386

Total loans

 

224,753,669

 

208,965,833

Less:

 

 

Net deferred loan costs

 

(435,453)

 

(404,884)

Undisbursed portion of loans

 

17,400,044

 

12,156,351

Allowance for loan losses

 

1,693,545

 

1,672,545

Net loans

$

206,095,533

$

195,541,821

9

Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables present the activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method for the three months ended March 31, 2022 and 2021 and the year ended December 31, 2021:

At or For the Three Months Ended March 31, 2022 (Unaudited)

One- to Four-

Real Estate

Family Mortgage

One- to Four-Family

Multi-Family

Nonresidential

Construction

Secured

Other

Loans Owner

Mortgage Loans

Mortgage

Mortgage

& Land

Lines of

Commercial

Consumer

Occupied

Investment

Loans

Loans

Loans

Credit

Loans

Loans

Total

Allowance for loan losses:

Balance, beginning of period

$

285,080

$

51,763

$

691,619

$

336,100

$

278,828

$

28,750

$

187

$

218

$

1,672,545

Provision (credit) charged to expense

(67,501)

420

24,724

51,307

11,666

464

(38)

(42)

21,000

Losses charged off

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

 

Balance, end of period

$

217,579

$

52,183

$

716,343

$

387,407

$

290,494

$

29,214

$

149

$

176

$

1,693,545

Ending balance: Individually evaluated for impairment

$

18,924

$

40,075

$

$

$

$

$

$

$

58,999

Ending balance: Collectively evaluated for impairment

$

198,655

$

12,108

$

716,343

$

387,407

$

290,494

$

29,214

$

149

$

176

$

1,634,546

Loans:

 

 

 

 

 

 

 

 

 

Ending balance

$

74,394,376

$

11,276,726

$

57,574,159

$

48,677,801

$

20,191,815

$

12,017,778

$

284,992

$

336,022

$

224,753,669

Ending balance: Individually evaluated for impairment

$

1,081,666

$

427,856

$

125,000

$

$

$

53,951

$

$

$

1,688,473

Ending balance: Collectively evaluated for impairment

$

73,312,710

$

10,848,870

$

57,449,159

$

48,677,801

$

20,191,815

$

11,963,827

$

284,992

$

336,022

$

223,065,196

At or For the Three Months Ended March 31, 2021 (Unaudited)

One- to Four-

Real Estate 

Family Mortgage 

One- to Four-Family 

Multi-Family 

Nonresidential

Construction 

Secured 

Other 

Loans Owner 

Mortgage Loans 

Mortgage 

 Mortgage 

& Land

Lines of 

Commercial 

Consumer

    

Occupied

    

Investment

    

Loans

    

Loans

    

 Loans

    

Credit

    

Loans

    

 Loans

    

Total

Allowance for loan losses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Balance, beginning of period

$

416,404

$

99,978

$

670,822

$

316,332

$

96,435

$

49,336

$

17,111

$

6,127

$

1,672,545

Provision (credit) charged to expense

 

(53,836)

 

21,542

 

9,310

 

(22,520)

 

63,768

 

(12,400)

 

(5,434)

 

(430)

 

Losses charged off

 

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

 

Balance, end of period

$

362,568

$

121,520

$

680,132

$

293,812

$

160,203

$

36,936

$

11,677

$

5,697

$

1,672,545

Ending balance: Individually evaluated for impairment

$

61,431

$

54,071

$

$

$

$

$

$

$

115,502

Ending balance: Collectively evaluated for impairment

$

301,137

$

67,449

$

680,132

$

293,812

$

160,203

$

36,936

$

11,677

$

5,697

$

1,557,043

At or For the Year Ended December 31, 2021

One- to Four-

Real Estate

Family Mortgage

One- to Four-Family

Multi-Family

Nonresidential

Construction

Secured

Other

Loans Owner

Mortgage Loans

Mortgage

Mortgage

& Land

Lines of

Commercial

Consumer

Occupied

Investment

Loans

Loans

Loans

Credit

Loans

Loans

Total

Allowance for loan loans:

    

  

Balance, beginning of year

$

416,404

$

99,978

$

670,822

$

316,332

$

96,435

$

49,336

$

17,111

$

6,127

$

1,672,545

Provision (credit) charged to expense

(131,324)

(48,215)

20,797

19,768

182,393

(20,586)

(16,924)

(5,909)

(Charge-offs) recoveries

 

 

 

 

 

 

 

 

 

Balance, end of year

$

285,080

$

51,763

$

691,619

$

336,100

$

278,828

$

28,750

$

187

$

218

$

1,672,545

Ending balance: Individually evaluated for impairment

$

18,924

$

40,075

$

$

$

$

$

$

$

58,999

Ending balance: Collectively evaluated for impairment

$

266,156

$

11,688

$

691,619

$

336,100

$

278,828

$

28,750

$

187

$

218

$

1,613,546

Loans:

 

 

 

 

 

 

 

 

 

Ending balance

$

70,336,846

$

10,361,388

$

55,029,111

$

41,761,964

$

19,425,025

$

11,403,262

$

299,851

$

348,386

$

208,965,833

Ending balance: Individually evaluated for impairment

$

1,154,343

$

433,153

$

126,451

$

$

$

54,881

$

$

$

1,768,828

Ending balance: Collectively evaluated for impairment

$

69,182,503

$

9,928,235

$

54,902,660

$

41,761,964

$

19,425,025

$

11,348,381

$

299,851

$

348,386

$

207,197,005

The Company has adopted a standard grading system for all loans.

Definitions are as follows:

Prime (1) loans are of superior quality with excellent credit strength and repayment ability proving a nominal credit risk.

Good (2) loans are of above average credit strength and repayment ability proving only a minimal credit risk.

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Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Satisfactory (3) loans are of reasonable credit strength and repayment ability proving an average credit risk due to one or more underlying weaknesses.

Acceptable (4) loans are of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses. New borrowers are typically not underwritten within this classification.

Special Mention (5) loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Ordinarily, special mention credits have characteristics which corrective management action would remedy.

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful (7) loans have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable.

Loss (8) loans are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off even though partial recovery may be realized in the future.

The following tables present the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of March 31, 2022 and December 31, 2021:

March 31, 2022 (Unaudited)

    

One- to Four-

    

One- to Four-

    

    

    

    

    

    

    

Family Mortgage

Family Mortgage

Real Estate

Loans - Owner

Loans -

Multi-Family

Nonresidential

Construction &

Secured Lines of

Commercial

Other Consumer

Occupied

Investment

Mortgage Loans

Mortgage Loans

Land Loans

Credit

Loans

Loans

Total

Pass

$

73,771,279

$

11,203,305

$

57,574,159

$

48,677,801

$

20,191,815

$

11,963,827

$

284,992

$

336,022

$

224,003,200

Special mention

189,248

73,421

4,637

267,306

Substandard

433,849

49,314

483,163

Doubtful

Loss

Total

$

74,394,376

$

11,276,726

$

57,574,159

$

48,677,801

$

20,191,815

$

12,017,778

$

284,992

$

336,022

$

224,753,669

December 31, 2021

One- to Four-

One- to Four-

Family Mortgage

Family Mortgage

Real Estate

Loans - Owner

Loans -

Multi-Family

Nonresidential

Construction &

Secured Lines of

Commercial

Other Consumer

Occupied

Investment

Mortgage Loans

Mortgage Loans

Land Loans

Credit

Loans

Loans

Total

Pass

$

69,644,317

$

10,283,060

$

55,029,111

$

41,761,964

$

19,425,025

$

11,348,381

$

299,851

$

348,386

$

208,140,095

Special mention

106,561

78,328

184,889

Substandard

585,968

54,881

640,849

Doubtful

Loss

Total

$

70,336,846

$

10,361,388

$

55,029,111

$

41,761,964

$

19,425,025

$

11,403,262

$

299,851

$

348,386

$

208,965,833

Pass portfolio within the tables above consists of loans graded Prime (1) through Acceptable (4).

The Company evaluates the loan risk grading system definitions and allowance for loan losses methodology on an ongoing basis. No significant changes were made to either during the three months ended March 31, 2022.

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Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables present the loan portfolio aging analysis of the recorded investment in loans as of March 31, 2022 and December 31,2021:

March 31, 2022 (Unaudited)

Total Loans >

    

    

    

90 Days and

    

    

    

    

90 Days Past

3059 Days 

6089 Days

Greater Past

Total Loans

Due &

Past Due

Past Due

 Due

Total Past Due

Current

Receivable

Accruing

One to four-family mortgage loans

$

196,120

$

$

54,724

$

250,844

$

74,143,532

$

74,394,376

$

One to four family - investment

 

 

 

 

 

$

11,276,726

 

11,276,726

 

Multi-family mortgage loans

 

 

 

 

 

$

57,574,159

 

57,574,159

 

Nonresidential mortgage loans

 

 

 

 

 

$

48,677,801

 

48,677,801

 

Construction & land loans

 

 

 

 

 

$

20,191,815

 

20,191,815

 

Real estate secured lines of credit

 

7,684

 

 

 

7,684

 

$

12,010,094

 

12,017,778

 

Commercial loans

 

 

 

 

 

$

284,992

 

284,992

 

Other consumer loans

 

 

 

 

 

336,022

 

336,022

 

Total

$

203,804

$

$

54,724

$

258,528

$

224,495,141

$

224,753,669

$

December 31, 2021

Total Loans >

    

    

    

90 Days and

    

    

    

    

90 Days Past

3059 Days Past

6089 Days

Greater Past 

Total Loans

Due &

Past Due

Past Due

Due

Total Past Due

Current

Receivable

Accruing

One to four-family mortgage loans

$

61,602

$

34,645

$

120,170

$

216,417

$

70,120,429

$

70,336,846

$

One to four family - investment

 

 

 

 

 

$

10,361,388

 

10,361,388

 

Multi-family mortgage loans

 

 

 

 

 

$

55,029,111

 

55,029,111

 

Nonresidential mortgage loans

 

 

 

 

 

$

41,761,964

 

41,761,964

 

Construction & land loans

 

 

 

 

 

$

19,425,025

 

19,425,025

 

Real estate secured lines of credit

 

 

 

 

 

$

11,403,262

 

11,403,262

 

Commercial loans

 

 

 

 

 

$

299,851

 

299,851

 

Other consumer loans

 

 

 

 

 

348,386

 

348,386

 

Total

$

61,602

$

34,645

$

120,170

$

216,417

$

208,749,416

$

208,965,833

$

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310, Receivables), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans and loans modified in troubled debt restructurings (“TDRs”).

12

Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables present impaired loans for March 31, 2022, March 31, 2021 and December 31, 2021:

March 31, 2022 (unaudited)

Unpaid

Recorded

Principal

Specific

Average Investment

Interest Income 

    

Balance

    

Balance

    

Allowance

    

in Impaired Loans

    

Recognized

Loans without a specific valuation allowance

One- to four-family mortgage loans

$

1,075,771

$

1,075,771

$

$

1,078,872

$

12,286

One- to four-family - investment

227,733

227,733

229,355

2,459

Multi-family mortgage loans

 

125,000

 

125,000

125,644

1,418

Nonresidential mortgage loans

 

 

Construction & land loans

 

 

Real estate secured lines of credit

 

53,951

 

53,951

54,512

938

Commercial loans

 

 

Other consumer loans

 

 

Loans with a specific valuation allowance

 

One- to four-family mortgage loans

 

5,895

 

24,819

18,924

24,979

209

One- to four-family - investment

 

200,123

 

240,198

40,075

240,858

2,345

Multi-family mortgage loans

 

 

Nonresidential mortgage loans

 

 

Construction & land loans

 

 

Real estate secured lines of credit

 

 

Commercial loans

 

 

Other consumer loans

 

 

$

1,688,473

$

1,747,472

$

58,999

$

1,754,220

$

19,655

March 31, 2021 (unaudited)

Unpaid

Recorded

Principal

Specific

Average Investment

Interest Income 

Balance

Balance

Allowance

in Impaired Loans

Recognized

Loans without a specific valuation allowance

One- to four-family mortgage loans

$

1,297,999

$

1,297,999

$

$

1,301,442

$

12,767

One- to four-family - investment

320,726

320,726

329,705

3,790

Multi-family mortgage loans

129,999

129,999

130,459

 

1,472

Nonresidential mortgage loans

 

Construction & land loans

 

Real estate secured lines of credit

57,547

57,547

58,025

 

1,022

Commercial loans

 

Other consumer loans

 

Loans with a specific valuation allowance

 

One- to four-family mortgage loans

18,031

79,461

61,431

79,609

 

243

One- to four-family - investment

207,395

247,471

40,075

248,254

 

2,417

Multi-family mortgage loans

 

Nonresidential mortgage loans

 

Construction & land loans

 

Real estate secured lines of credit

 

Commercial loans

 

Other consumer loans

 

$

2,031,697

$

2,133,203

$

101,506

$

2,147,494

$

21,711

13

Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

    

December 31, 2021

Unpaid

Recorded

Principal

Specific

Average Investment

Interest Income

    

Balance

    

Balance

    

Allowance

    

in Impaired Loans

    

Recognized

Loans without a specific valuation allowance

 

  

 

  

 

  

 

  

 

  

One- to four-family mortgage loans

$

1,148,015

$

1,148,015

$

$

1,162,455

$

49,247

One- to four-family - investment

 

231,387

 

231,387

 

 

266,054

 

11,559

Multi-family mortgage loans

 

126,451

 

126,451

 

 

128,666

 

5,806

Nonresidential mortgage loans

 

 

 

 

 

Construction & land loans

 

 

 

 

 

Real estate secured lines of credit

 

54,881

 

54,881

 

 

56,694

 

3,967

Commercial loans

 

 

 

 

 

Other consumer loans

 

 

 

 

 

Loans with a specific valuation allowance

 

 

 

 

 

One- to four-family mortgage loans

 

6,328

 

25,252

 

18,924

 

26,031

 

920

One- to four-family - investment

 

201,766

 

241,841

 

40,075

 

245,350

 

10,422

Multi-family mortgage loans

 

 

 

 

Nonresidential mortgage loans

 

 

 

 

 

Construction & land loans

 

 

 

 

 

Real estate secured lines of credit

 

 

 

 

 

Commercial loans

 

 

 

 

 

Other consumer loans

 

 

 

 

 

$

1,768,828

$

1,827,827

$

58,999

$

1,885,250

$

81,921

Income recognized on a cash basis was not materially different than interest income recognized on an accrual basis.

The following table presents the nonaccrual loans at March 31, 2022 and December 31, 2021. This table excludes accruing TDRs, which totaled $984,000 and $990,000 at March 31, 2022 and December 31, 2021, respectively.

    

March 31, 

    

December 31, 

2022

2021

(unaudited)

One- to four-family mortgage loans

$

54,724

$

120,170

One to four family - investment

 

 

Multi-family mortgage loans

 

 

Nonresidential mortgage loans

 

 

Construction and land loans

 

 

Real estate secured lines of credit

 

 

Commercial loans

 

 

Other consumer loans

 

 

Total

$

54,724

$

120,170

There were no newly classified TDRs at March 31, 2022 or December 31, 2021.

As of March 31, 2022, borrowers with loans designated as TDRs totaling $859,000 of residential real estate loans and $125,000 of multifamily loans, met the criteria for placement back on accrual status. This criteria is a minimum of six consecutive months of payment performance under existing or modified terms. As of March 31, 2022, the Company had one residential real estate loan TDR for $133,000 that was not performing according to its modified terms and that was 59 days past due at that date.

There was one foreclosed real estate property at March 31, 2022 totaling $7,318 and no foreclosed real estate property at December 31, 2021. There was one consumer mortgage loan in process of foreclosure at March 31, 2022 totaling $54,724.

14

Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 4:       Earnings Per Common Share

Basic earnings per common share (“EPS”) excludes dilution and is calculated by dividing net income applicable to common stock by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. Unallocated common shares held by the Company’s Employee Stock Ownership Plan (“ ESOP”) are shown as a reduction in stockholders’ equity and are excluded from weighted-average common shares outstanding for both basic and diluted EPS calculations until they are committed to be released. The computations for the three month periods ended March 31, 2022 and 2021 are as follows:

Three months ended March 31, 

    

2022

    

2021

Net income

$

348,819

$

1,322,512

Less allocation of net income to participating securities

 

9,632

 

10,504

Net income allocated to common shareholders

339,187

 

1,312,008

Shares outstanding for basic earnings per share:

 

 

Weighted-average shares issued

 

2,990,791

 

2,970,834

Less: Average unearned ESOP shares and unvested restricted stock

 

263,156

 

218,019

Weighted-average shares outstanding - basic

2,727,635

2,752,815

Basic earnings per common share

$

0.12

$

0.48

Effect of dilutive securities:

 

 

Weighted-average shares outstanding - basic

2,727,635

2,752,815

Stock options

 

86,792

 

62,377

Weighted-average shares outstanding - diluted

 

2,814,427

 

2,815,192

Diluted earnings per share

$

0.12

$

0.47

NOTE 5:       Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined) to risk-weighted assets (as defined), common equity Tier I capital (as defined) to risk-weighted assets (as defined) and of Tier I capital to average assets (as defined). Management believes that, as of March 31, 2022 and December 31, 2021, the Bank met all capital adequacy requirements to which it was subject at such dates.

Management opted out of the accumulated comprehensive income treatment under the Basel III capital requirements, and as such, unrealized gains and losses from available-for-sale securities will continue to be excluded from regulatory capital.

15

Table of Contents

Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The below minimum capital requirements exclude the capital conservation buffer required to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. The capital conservation buffer was 2.50% at March 31, 2022. As of the most recent notification from the Office of the Comptroller of the Currency, the Bank was categorized as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. Management believes that no conditions or events have occurred since the last notification that would change the Bank’s category.

The Bank’s actual capital amounts and ratios are presented in the following table:

    

Minimum to Be Well

 

Capitalized Under Prompt

 

Minimum Capital

Corrective Action

 

Actual

Requirement

Provisions

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

(Dollars in thousands)

 

As of March 31, 2022 (unaudited):

 

Total risk-based capital (to risk-weighted assets)

$

39,260

 

19.4

%  

$

16,150

 

8.0

%  

$

20,187

 

10.0

%

Tier I capital (to risk-weighted assets)

 

37,566

 

18.6

%  

 

12,112

 

6.0

%  

 

16,150

 

8.0

%

Common Equity Tier I capital (to risk-weighted assets)

 

37,566

 

18.6

%  

 

9,084

 

4.5

%  

 

13,122

 

6.5

%

Tier I capital (to adjusted average total assets)

 

37,566

 

14.9

%  

 

10,087

 

4.0

%  

 

12,608

 

5.0

%

As of December 31, 2021:

 

  

 

  

 

  

 

  

 

  

 

  

Total risk-based capital (to risk-weighted assets)

$

38,714

 

20.0

%  

$

15,474

 

8.0

%  

$

19,343

 

10.0

%

Tier I capital (to risk-weighted assets)

 

37,041

 

19.2

%  

 

11,606

 

6.0

%  

 

15,474

 

8.0

%

Common Equity Tier I capital (to risk-weighted assets)

 

37,041

 

19.2

%  

 

8,704

 

4.5

%  

 

12,573

 

6.5

%

Tier I capital (to adjusted average total assets)

 

37,041

 

14.7

%  

 

10,106

 

4.0

%  

 

12,633

 

5.0

%

NOTE 6:       Disclosure About Fair Values of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value should be based on the exit price when pricing the asset or liability. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1     Quoted prices in active markets for identical assets or liabilities.

Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full-term of the assets or liabilities.

Level 3     Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Recurring Measurements

The following table presents the fair value measurements of assets and (liabilities) measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2022 and December 31, 2021:

Fair Value Measurements Using

    

    

Quoted Prices in 

    

Significant

    

Active Markets

Other

Significant

for Identical

Observable

Unobservable

Assets

Inputs

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

March 31, 2022 (unaudited):

  

  

  

  

Mortgage-backed securities of government sponsored entities

$

7,497,947

$

$

7,497,947

$

Mortgage servicing rights

 

2,399,905

 

 

 

2,399,905

Interest rate lock commitments (included in other assets)

9,229

9,229

Interest rate lock commitments (included in other liabilities)

(127,407)

(127,407)

Forward sale commitments (included in other assets)

337,374

337,374

Forward sale commitments (included in other liabilities)

(6,385)

(6,385)

December 31, 2021:

 

  

 

  

 

  

 

  

Mortgage-backed securities of government sponsored entities

$

7,891,232

$

$

7,891,232

$

Mortgage servicing rights

 

2,230,751

 

 

 

2,230,751

Interest rate lock commitments (included in other assets)

60,441

60,441

Interest rate lock commitments (included in other liabilities)

(7,640)

(7,640)

Forward sale commitments (included in other assets)

90,814

90,814

Forward sale commitments (included in other liabilities)

(23,378)

(23,378)

The following is a description of the valuation methodologies and inputs used for assets measured at fair value on recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-sale Debt Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 and Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Mortgage Servicing Rights

Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of loan balance, weighted-average coupon, weighted-average maturity, escrow payments, servicing fees, prepayment speeds, float, cost to service, ancillary income, and discount rate. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.

Mortgage servicing rights are tested for impairment. Management measures mortgage servicing rights through use of a third-party independent valuation. Inputs to the model are reviewed by management.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements related to mortgage servicing rights recognized in the accompanying condensed consolidated balance sheets using significant unobservable (Level 3) inputs:

    

Three Months Ended March 31,

2022

2021

(Unaudited)

Fair value as of the beginning of the period

$

2,230,751

$

2,025,323

Recognition of mortgage servicing rights on the sale of loans

 

72,643

 

367,164

Change in fair value due to changes in valuation inputs or assumptions used in the valuation model and loan payments received on loan balances

 

96,511

 

(58,614)

Fair value at the end of the period

$

2,399,905

$

2,333,873

Mortgage servicing rights are carried on the balance sheet at fair value and the changes in fair value are reported in other noninterest income in the period in which the changes occur.

Derivatives

Derivatives are recognized as assets and liabilities on the consolidated balance sheets and measured at fair value. For exchange-traded contracts, fair value is based on quoted market prices. For nonexchange-traded contracts, fair value is based on dealer quotes, pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value may require significant management judgment or estimation.

Derivative – Interest Rate Lock Commitments

The fair value of the interest rate lock commitments is based on the investor prices for the underlying loans or current secondary market prices for loans with similar characteristics plus the expected value of expected servicing assets less estimated costs to originate the loans and adjusted for the anticipated funding probability (pull-through rate).

The fair value of interest rate lock commitments is also obtained from an independent third party and is based on investor prices for the underlying loans or current secondary market prices for loans with similar characteristics, less estimated costs to originate the loans and adjusted for the anticipated funding probability (pull-through rate). The fair value of interest rate lock commitments is classified as Level 3 in the fair value hierarchy.

Derivative – Forward Sale Commitments

Mortgage loan commitments that relate to the origination of a mortgage loan that will be held for sale upon funding are considered derivative instruments under the derivatives and hedging accounting guidance (ASC 815, Derivatives and Hedging). Loan commitments that are derivatives are recognized at fair value on the consolidated balance sheet in other assets and other liabilities with changes in their fair values recorded in noninterest income.

The fair value of forward mortgage loan sale commitments is obtained from an independent third party and is based on the gain or loss that would occur if the Company were to pair-off the sales transaction with the investor. The fair value of forward mortgage loan sale commitments is classified as Level 2 in the fair value hierarchy.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The table below provides information on the Company’s derivative financial instruments as of March 31, 2022 and December 31, 2021:

Notional

Asset

Liability

    

Amount

    

Derivatives

    

Derivatives

March 31, 2022 (unaudited):

 

  

 

  

 

  

Interest rate lock commitments

$

8,803,310

$

9,229

$

127,407

Forward sale commitments

 

13,525,487

 

337,374

 

6,385

$

22,328,797

$

346,603

$

133,792

December 31, 2021:

 

  

 

  

 

  

Interest rate lock commitments

$

8,725,795

$

60,441

$

7,640

Forward sale commitments

 

16,842,514

 

90,814

 

23,378

$

25,568,309

$

151,255

$

31,018

Income (loss) related to derivative financial instruments included in noninterest income in the accompanying consolidated statements of operations for the three months ended March 31, 2022 and 2021 is as follows:

Three Months Ended March 31,

    

2022

    

2021

(unaudited)

Interest rate lock commitments

$

(170,979)

$

(189,535)

Forward sale commitments

 

263,552

 

494,230

Unrealized gains recognized in earnings

$

92,573

$

304,695

Forward Loan Sale Commitments

The Company evaluates all loan sale agreements to determine whether they meet the definition of a derivative under the derivatives and hedging accounting guidance (ASC 815), as facts and circumstances may differ significantly. If agreements qualify, to protect against the price risk inherent in derivative loan commitments, the Company uses both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments. Mandatory delivery contracts are accounted for as derivative instruments. Accordingly, forward loan sale commitments are recognized at fair value on the consolidated balance sheet in other assets and liabilities with changes in their fair values recorded in other noninterest income.

The Company estimates the fair value of its forward loan sales commitments using a methodology similar to that used for derivative interest rate lock commitments.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Nonrecurring Measurements

The following table presents the collateral-dependent impaired loans measured at fair value on a nonrecurring basis at March 31, 2022 and December 31, 2021.

Fair Value Measurements Using

Quoted

Prices in

    

Active

Significant

    

 

Markets for

Other

Significant

Identical

Observable

Unobservable

Carrying

Assets

Inputs

Inputs

    

Amount

    

(Level 1)

    

(Level 2)

    

(Level 3)

March 31, 2022 (unaudited):

Collateral-dependent impaired loans

$

54,724

$

$

$

54,724

December 31, 2021:

Collateral-dependent impaired loans

$

120,170

$

$

$

120,170

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements at March 31, 2022 and December 31, 2021:

    

    

    

    

Valuation

Range

Fair Value

Technique

Unobservable Inputs

(Weighted Average)

March 31, 2022 (unaudited):

Mortgage servicing rights

$

2,399,905

Discounted cash flow

Discount rate PSA prepayment speeds

10% (213%-346%) 287%

Interest rate lock and mandatory commitments (assets)

$

346,603

Secondary market prices

Pull-through rate

(70%-100%) 89%

Interest rate lock and mandatory commitments (liabilities)

$

(133,793)

Secondary market prices

Pull-through rate

(70%-100%) 89%

Impaired loans (collateral dependent)

$

54,724

Market comparable properties

Marketability discount

(10%-15%) 12%

December 31, 2021:

Mortgage servicing rights

$

2,230,751

Discounted cash flow

Discount rate PSA prepayment speeds

10% (274%-473%) 341%

Interest rate lock and mandatory commitments (assets)

$

151,255

Secondary market prices

Pull-through rate

(70%-100%) 80%

Interest rate lock and mandatory commitments (liabilities)

$

(31,018)

Secondary market prices

Pull-through rate

(70%-100%) 80%

Impaired loans (collateral dependent)

$

120,170

Market comparable properties

Marketability discount

(10%-15%) 12%

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents estimated fair values of the Company’s financial instruments not previously presented at March 31, 2022 and December 31, 2021:

Fair Value Measurements Using

Quoted 

Prices in 

Active 

Significant 

Markets for 

Other 

Significant 

Identical 

Observable

Unobservable 

Carrying

Instruments

 Inputs

Inputs

    

Amount

    

(Level 1)

    

(Level 2)

    

(Level 3)

March 31, 2022 (unaudited):

 

  

 

  

 

  

 

  

Financial Assets:

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

19,001,674

$

19,001,674

$

$

Loans held for sale

 

4,722,177

 

 

4,821,389

 

Loans, net of allowance for loan losses

 

206,095,533

 

 

 

203,478,120

Federal Home Loan Bank stock

 

4,149,300

 

 

4,149,300

 

Interest receivable

 

589,414

 

 

589,414

 

Federal Home Loan Bank lender risk account receivable

 

2,258,413

 

 

 

2,311,475

Financial Liabilities:

 

 

 

 

Deposits

 

208,880,295

 

124,788,927

 

82,981,897

 

Advances from borrowers for taxes and insurance

 

1,147,440

 

 

1,147,440

 

Interest payable

 

1,776

 

 

1,776

 

December 31, 2021:

 

 

  

 

  

 

  

Financial Assets:

 

 

  

 

  

 

  

Cash and cash equivalents

$

21,851,786

$

21,851,786

$

$

Loans held for sale

 

8,121,375

 

 

8,316,473

 

Loans, net of allowance for loan losses

 

195,541,821

 

 

 

193,058,440

Federal Home Loan Bank stock

 

4,149,300

 

 

4,149,300

 

Interest receivable

 

577,002

 

 

577,002

 

Federal Home Loan Bank lender risk account receivable

 

2,286,690

 

 

 

2,413,880

Financial Liabilities:

 

  

 

  

 

  

 

  

Deposits

 

204,453,561

 

121,315,806

 

83,215,894

 

Advances from borrowers for taxes and insurance

 

1,808,971

 

 

1,808,971

 

Interest payable

 

24

 

 

24

 

NOTE 7:       Commitments and Credit Risk

Commitments to Originate Loans

Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Commitments to fund fixed rate loans at March 31, 2022 and December 31, 2021, were as follows:

    

March 31, 2022

December 31, 2021

(Unaudited)

Interest Rate

Interest Rate

    

Amount

    

Range

    

Amount

    

Range

Commitments to fund fixed-rate loans

$

12,513,375

3.25% - 5.125%

$

15,298,287

2.50% - 4.125%

Lines of Credit

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.

Loan commitments outstanding at March 31, 2022 and December 31, 2021, in addition to commitments for fixed-rate loans shown above, were composed of the following:

    

March 31, 

    

December 31, 

2022

2021

(Unaudited)

Commitments to originate loans for portfolio

$

1,456,037

$

3,405,020

Forward sale commitments

 

17,231,841

 

23,415,006

Lines of credit

 

22,909,283

 

20,881,558

NOTE 8:       Accumulated Other Comprehensive Loss

The components of other comprehensive loss, net of tax, included in stockholders’ equity at March 31, 2022 and December 31, 2021 are as follows:

    

March 31, 

    

December 31, 

2022

2021

(Unaudited)

Net unrealized gains on available for sale securities

$

(119,094)

$

37,171

Directors' retirement plan

 

(425,371)

 

(432,667)

(544,465)

(395,496)

Tax benefit

 

(114,339)

 

(61,193)

Net of tax amount

$

(430,126)

$

(334,303)

NOTE 9:       Equity Incentive Plans

In May 2017, the Company’s stockholders approved the Cincinnati Bancorp 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan authorized the issuance or delivery to participants of up to 192,844 shares of the Company’s common stock pursuant to the grants of restricted stock awards, restricted stock unit awards, incentive stock options, and non-qualified stock options. Of this number, the maximum number of shares of Company common stock that may be issued under the 2017 Plan pursuant to the

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

exercise of stock options is 137,746 shares and the maximum number of shares of Company common stock that may be issued as restricted stock awards or restricted stock units is 55,098 shares. Stock options awarded to employees may be incentive stock options or non-qualified stock options. Shares subject to award under the 2017 Plan may be authorized but unissued shares or treasury shares. The 2017 Plan contains annual and lifetime limits on certain types of awards to individual participants.

In May 2021, the Company’s stockholders approved the Cincinnati Bancorp , Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan authorized the issuance or delivery to participants of up to 231,414 shares of the Company’s common stock pursuant to the grants of restricted stock awards, restricted stock unit awards, incentive stock options, and non-qualified stock options. Of this number, the maximum number of shares of Company common stock that may be issued under the 2021 Plan pursuant to the exercise of stock options is 165,296 shares and the maximum number of shares of Company common stock that may be issued as restricted stock awards or restricted stock units is 66,118 shares. Stock options awarded to employees may be incentive stock options or non-qualified stock options. Shares subject to award under the 2021 Plan may be authorized but unissued shares or treasury shares. The 2021 Plan contains annual and lifetime limits on certain types of awards to individual participants.

Awards may vest or become exercisable only upon the achievement of performance measures or based solely on the passage of time after award. Stock options and restricted stock awards provide for accelerated vesting if there is a change in control (as defined in the 2017 and 2021 Plans).

Activity in the stock option plans was as follows for the three months ended March 31, 2022:

Weighted-Average

Remaining

Aggregate

Weighted-Average

Contractual Term

Intrinsic

    

Shares

    

Exercise Price

    

(Years)

    

Value

March 31, 2022:

Outstanding, beginning of period

 

296,342

$

10.64

 

7.90

$

1,144,637

Granted

 

$

 

Exercised

 

$

 

Forfeited

 

$

 

Outstanding, end of period

 

296,342

$

10.64

 

7.65

$

1,543,942

Exercisable, end of period

 

92,895

$

6.06

 

5.42

$

909,445

In June 2017, the Company awarded 55,098 restricted shares to members of the Board of Directors and certain members of management under the 2017 Plan. In June 2020, the Company awarded 1,324 restricted shares to certain members of management. The restricted stock awards have a five year vesting period.

On May 20, 2021, the Company awarded 17,000 restricted shares to members of the Board of Directors under the 2021 Plan. On June 9, 2021, the Company awarded 49,000 restricted shares to certain members of management. The restricted stock awards have a five year vesting period.

A summary of the status of the Company’s nonvested shares as of March 31, 2022, and changes during the period then ended, is presented below:

    

    

Weighted-average 

grant-date

Shares

fair value

Nonvested, beginning of period

 

77,646

$

12.83

Granted

 

 

Vested

 

 

Forfeited

 

 

Nonvested, end of period

 

77,646

$

12.83

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Shares of restricted stock awarded to employees under the 2017 and 2021 Plans are subject to vesting based on continuous employment for a specified time period following the date of grant.

During the restricted period, the holders are entitled to full voting rights and dividends, and are therefore considered participating securities.

Total compensation cost recognized in the income statement for share-based payment arrangements was $111,133 for the three months ended March 31, 2022 and $28,535 for the three months ended March 31, 2021.

As of March 31, 2022, there was approximately $1,411,000 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the 2017 and 2021 Plans, which is expected to be recognized over a weighted-average period of 4.1 years.

NOTE 10:     Recent Accounting Pronouncements

FASB ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326)

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income.

In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees.

The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today.

The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.

On October 16, 2019, FASB approved a final ASU delaying the effective date of ASU No. 2016-13 for certain companies. ASU No. 2016-13 became effective for public business entities that are U.S. Securities and Exchange Commission (“SEC”) filers, that are not small reporting companies, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, such as the Company, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluating the impact of ASU No. 2016-13 on the Company’s consolidated financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the standard as a result of the complexity and extensive changes from these amendments.

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Cincinnati Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Allowance for Loan Losses (ALL) estimate is material to the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALL at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the ALL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for the other-than-temporary impairment on available-for-sale securities will be replaced with an allowance approach. The Company continues collecting and retaining historical loan and credit data. The Company is in the process of identifying data gaps. Certain CECL models are currently being evaluated. The Company’s Audit Committee is informed of ongoing CECL developments. For additional information on the allowance for loan losses, see Note 3.

FASB ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which removes the accounting guidance for troubled debt restructurings and requires entities to evaluate whether a modification provided to a borrower results in a new loan or continuation of an existing loan. The amendments enhance existing disclosures and require new disclosures for receivables when there has been a modification in contractual cash flows due to a borrower experiencing financial difficulties. Additionally, the amendments require public business entities to disclose gross charge-off information by year of origination in the vintage disclosures. The guidance is effective for entities that have adopted ASU 2016-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted, including early adoption in an interim period. An entity should apply ASU 2022-02 prospectively. If an entity elects to early adopt ASU 2022-02 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. The Company will adopt ASU 2022-02 when adopting ASU 2016-13 in January 2023 and will assess its impact on its accounting and disclosures.

NOTE 11:Subsequent Event

On April 20, 2022, the Company declared a one-time, special cash dividend of $1.00 per share, payable on or about May 12, 2022, to stockholders of record as of the close of business on May 2, 2022.

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Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management's discussion and analysis of the financial condition and results of operations at and for the three months ended March 31, 2022 and 2021 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto, appearing in Part I, Item 1 of this quarterly report on Form 10-Q and with the audited consolidated financial statements and notes thereto at and for the year ended December 31, 2021, appearing in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Cautionary Note Regarding Forward –Looking Statements

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the asset quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Form 10-Q except as may be required by applicable law or regulation.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

risks associated with widespread inflation or deflation;
risks of overall labor pressures and continued global supply-chain disruptions;
changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources, and our ability to originate loans for portfolio and for sale in the secondary market;
adverse changes in the financial industry, securities, credit and national or local real estate markets (including real estate values), or in the secondary mortgage markets;
risks related to the valuation of mortgage servicing rights, particularly changes in prepayment speeds due to changes in interest rates;
the use of estimates in determining fair value of certain of our assets, which may prove to be incorrect and result in significant declines in valuations;
the scope, duration and severity of the COVID-19 pandemic and its effect on our business and operations, our customers, including their ability to make timely loan payments, our service providers, and on the economy and financial markets;
Government action in response to the COVID-19 pandemic and its effect on our business and operations;

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our ability to manage our operations under the current economic conditions nationally and in our market area;
we may incur increased charge-offs in the future;
we may face competitive loss of customers;
significant increases in our loan losses, including as a result of our inability to resolve classified and non-performing assets or reduce risks associated with our loans, and management’s assumptions in determining the adequacy of the allowance for loan losses;
credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses;
competition among depository and other financial institutions;
our ability to successfully implement our business plan and to grow our franchise to improve profitability;
our ability to attract and maintain deposits, and to obtain FHLB-Cincinnati advances;
fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area;
changes in consumer spending, borrowing and savings habits;
risks related to a high concentration of loans secured by real estate located in our market area;
the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings;
changes in the level of government support of housing finance;
our ability to enter new markets successfully and capitalize on growth opportunities;
changes in laws or government regulations or policies affecting financial institutions which could result in, among other things, increased deposit insurance premiums and assessments, increased capital requirements, and increased regulatory fees and compliance costs, and the resources we have available to address such changes;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;
changes in our compensation and benefit plans, and our ability to retain key members of our senior management team and to address staffing needs in response to product demand or to implement our strategic plans;
loan delinquencies and changes in the underlying cash flows of our borrowers;
our ability to control costs and expenses, particularly those associated with operating as a publicly traded company;
the risk of failure or security breaches of computer systems on which we depend or other cyber security risks;
the ability of key third-party service providers to perform their obligations to us;

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changes in the financial condition or future prospects of issuers of securities that we own;
other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services described elsewhere in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2021.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Coronavirus (COVID-19) Impact

In March 2020, the COVID-19 coronavirus was identified as a global pandemic and began affecting the health of large populations around the world. As a result of the spread of COVID-19, economic uncertainties arose which can ultimately affect the financial position, results of operations and cash flows of the Company as well as the Company’s customers. In response to economic concerns over COVID-19, in March 2020 the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was passed into law by Congress. The CARES Act included relief for individual Americans, health care workers, small businesses and certain industries hit hard by the COVID-19 pandemic. The 2021 Consolidated Appropriations Act, passed by Congress in December 2020, extended certain provisions of the CARES Act affecting the Company into 2021.

The CARES Act included several provisions designed to help financial institutions like the Company in working with their customers. Section 4013 of the CARES Act, as extended until January 1, 2022, allows a financial institution to elect to suspend generally accepted accounting principles and regulatory determinations with respect to qualifying loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (TDR).

The Company has taken advantage of this provision to extend certain payment modifications to loan customers in need. As of December 31, 2021, the Company had no loans that were modified under the CARES Act guidance, that remain on modified terms. The Company modified other loans under the guidance that have since returned to normal repayment status as of March 31, 2022.

Comparison of Financial Condition at March 31, 2022 and December 31, 2021

Total Assets. Total assets were $255.8 million at March 31, 2022, an increase of $4.3 million, or 1.7%. The increase was primarily due to an increase in loans, net of allowances, of $10.6 million, partially offset by a decrease in loans held for sale of $3.4 million and a decrease in cash and cash equivalents of $2.9 million.

Cash and Cash Equivalents. Cash and cash equivalents decreased $2.9 million, or 13.0%, to $19.0 million at March 31, 2022, from $21.9 million at December 31, 2021. The decrease in cash and cash equivalents was primarily attributable to a net increase in loans and loans held for sale of $7.2 million, partially offset by a $4.4 million increase in deposits.

Available-for-Sale Securities. Available-for-sale securities, which consisted entirely of U.S. government-sponsored mortgage-backed securities, decreased $393,000 or 5.0%, to $7.5 million at March 31, 2022 from $7.9 million at December 31, 2021, due primarily to the principal repayments on the securities.

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Net Loans. Net loans increased $10.6 million, or 5.4%, to $206.1 million at March 31, 2022 from $195.5 million December 31, 2021. The increase in loans was primarily attributable to increases in nonresidential and one to four family owner-occupied loans. Nonresidential loans increased $6.9 million, or 16.6%. Multifamily loans increased $2.5 million, or 4.6%. One to four family owner-occupied loans increased $4.1 million, or 5.8%. The increase in one to four family residential loans is due to the shift in loan originations from 30 year fixed rate mortgages to adjustable rate mortgages as mortgage rates have increased. The shift from the origination of fixed rate loans to be sold in the secondary to adjustable-rate loans held in our portfolio is expected to negatively impact our ability to generate gains on the sales of loans. However, the increase in the origination of adjustable-rate mortgages is expected to positively impact our interest income. Construction loan balances, net of the undisbursed portion of loans, decreased $4.5 million. The undisbursed portion of the loans increased $5.2 million, or 43.1% to $17.4 million. The undisbursed portions of the loans are expected to be disbursed in the next six to eighteen months as construction is completed.

Loans Held for Sale. We currently sell certain fixed-rate, 15- and 30-year term, one-to-four family mortgage loans. We have sold loans on both a servicing-released and servicing-retained basis to: the FHLB-Cincinnati, through its mortgage purchase program; Freddie Mac; and certain private sector third-party buyers. Loans held for sale decreased $3.4 million, or 41.9%, to $4.7 million at March 31, 2022 from $8.1 million at December 31, 2021. Market interest rates increased during the period which had a negative impact on our ability to originate loans for sale in the secondary market. Continued increases in market interest rates is expected to continue to decrease our ability to generate gains on sales of loans.

During the three months ended March 31, 2022, we had proceeds of $35.6 million from sales of one-to- four family residential loans, on both a servicing–retained and servicing–released basis. Our volume of loan sales declined by $58.0 million, or 62.0%, from $93.6 million for the three months ended March 31, 2021.

Mortgage Servicing Rights. We recognize mortgage servicing rights when loans are sold on a servicing-retained basis, which are initially, and subsequently, carried at fair value based upon independent third-party appraisals. The fair value of our mortgage servicing rights, based upon the most recent appraisal, increased $169,000, or 7.6%, to $2.4 million at March 31, 2022, from $2.2 million at December 31, 2021, primarily due to slower prepayment speed assumptions. The prepayment speed assumptions were derived using data and projections from FNMA. FNMA is forecasting a return to a lower level of refinancing in 2022. FNMA's forecast of interest rates for 30-year fixed rate mortgages is projected to trend upward from 3.0% in the second quarter of 2021 to 3.7% by the fourth quarter of 2022. A slowdown in mortgage refinance activity would be expected to have a favorable impact on the fair value of our mortgage servicing rights as prepayment speeds would likely decrease. The balance of residential mortgage loans serviced primarily for Freddie Mac and the FHLB of Cincinnati decreased to $278.9 million at March 31, 2022 compared to $282.0 at December 31, 2021. New mortgage servicing rights recorded for the three months ended March 31, 2022 were $73,000. The change in fair value of mortgage servicing rights was an increase of $97,000 for the three months ended March 31, 2022. The appraised value of the mortgage servicing rights increased seven basis points to 0.86% at March 31, 2022. The increase in the mortgage servicing rights valuation was due primarily to slower prepayment speed assumptions.

Deposits. Deposits increased $4.4 million, or 2.2%, to $208.9 million at March 31, 2022 from $204.5 million at December 31, 2021. The increase in deposits was primarily due to an increase of $3.2 million, or 4.2%, in savings deposits. The increase in savings deposits was primarily from higher deposit balances held by a local municipality.

Stockholders’ Equity. Stockholders' equity increased $382,000, or 0.9%, to $43.3 million at March 31, 2022 from $42.9 million at December 31, 2021. The increase was primarily due to $349,000 in net income for the three month period ended March 31, 2022, which was partially offset by a $96,000 increase in accumulated other comprehensive loss, to $430,000 at March 31, 2022 from $334,000 at December 31, 2021. The increase in the unrealized loss was due primarily to the decrease in fair value of the investment portfolio due to the increase in market interest rates.

Comparison of Operating Results for the Three Months Ended March 31, 2022 and March 31, 2021

General. The Company recorded net income of $349,000 for the quarter ended March 31, 2022, a decrease of $974,000, or 73.6%, compared to net income of $1.3 million for the quarter ended March 31, 2021. The decrease in net income was due primarily to a $1.9 million decrease in noninterest income, which was partially offset by a $420,000 increase in net interest income, a $320,000 decrease in noninterest expense and a $252,000 decrease in the provision for income taxes.

Interest and Dividend Income. Interest income increased $113,000, or 5.9%, to $2.0 million for the quarter ended March 31, 2022 compared to the comparable quarter in 2021. Interest income on portfolio loans increased $127,000, or 7.0%, to $1.9 million as of March 31, 2022. The average balance of portfolio loans during the three months ended March 31, 2022 increased $32.1 million

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to $202.7 million. The increase in average portfolio loans outstanding was concentrated in nonresidential, one to four family owner-occupied residential mortgage loans and multifamily loans. Nonresidential real estate loans increased $6.9 million, one to four family owner-occupied residential mortgage loans increased $4.1 million, and multifamily loans increased $2.5 million and home equity lines of credit increased $615,000 during the quarter ended March 31, 2022. The average yield on loans decreased 43 basis points to 3.82% for the three months ended March 31, 2022 from 4.25% for the three months ended March 31, 2021. The average balance of loans held for sale decreased $7.0 million, or 50.1%, during the quarter ended March 31, 2022 compared to the same quarter in 2021, while the average yield on loans held for sale increased 104 basis points, to 3.04% for the three months ended March 31, 2022 from 2.00% for the same quarter in 2021.

Interest income on securities decreased $6,000, or 30.0%, to $15,000 for the three months ended March 31, 2022 compared to the same period in 2021. The average balance of securities decreased $927,000 to $7.7 million at March 31, 2022. The yield on securities decreased 19 basis points to 0.78% for the three months ended March 31, 2022. The securities portfolio consists entirely of one year adjustable rate and one month floating rate mortgage backed securities. Interest income on other interest-earning assets increased $10,000, or 71.5%, to $23,000 for the three months ended March 31, 2022 compared to the same period in 2021. The yield on other interest-bearing assets increased 70 basis points to 0.93% for the three months ended March 31, 2022. The average balance on other interest-earning assets decreased $12.7 million, or 56.2%, period to period. The balance on Federal Home Loan Bank Stock increased $1.1 million. The dividend rate paid on FHLB stock was 2.00% at March 31, 2022.

Interest Expense. Total interest expense decreased $306,000, or 61.3%, to $194,000 for the quarter ended March 31, 2022 from $500,000 for the quarter ended March 31, 2021. Interest expense on borrowings declined by $206,000 period to period, reflecting the cost-saving effects of management’s strategy to prepay higher cost borrowings in the preceding quarter ended December 31, 2021. Interest expense on deposits decreased $100,000, or 34.2%, to $192,000 for the quarter ended March 31, 2022 compared to the quarter ended March 31, 2021. The decrease in deposit interest expense between the comparable quarters in 2022 from 2021 was primarily due to a 42 basis point decrease in the average cost of deposits, primarily due to the addition of lower rate National CD Rateline funds during the second quarter of 2021.

Interest expense on savings accounts increased $17,000 during the quarter ended March 31, 2022 compared to the quarter ended March 31, 2021, due to an increase of $25.5 million in average savings balances. The increase was primarily attributable to an account established by a local municipality. The average cost of interest-bearing demand deposits remained at 14 basis points for both periods. The average balances in interest-bearing demand accounts increased $1.7 million during the three months ended March 31, 2022 compared to March 31, 2021. Interest expense on certificates of deposit decreased $118,000, or 45.7%. The average cost of certificates decreased 108 basis points to 0.69%. The average balance of certificates of deposit increased $21.1 million to $81.4 million for the three months ended March 31, 2022 compared to the same period ended March 31, 2021.

Interest expense on FHLB advances decreased $206,000, or 99.4%, to $1,000 for the quarter ended March 31, 2022 from the quarter ended March 31, 2021. The average balance of advances decreased $37.2 million, or 96.7%, for the quarter ended March 31, 2022. The average cost of FHLB borrowings decreased 185 basis points to 0.32% for the quarter ended March 31, 2022. The decrease in FHLB Advances was due to the prepayment of advances undertaken in 2021 and replacement of the borrowings with National CD Rateline funds. The entire National CD Rateline portfolio totaled $43.2 million with an average remaining term of 18 months and an average rate of 0.43% as of March 31, 2022.

Net Interest Income. Net interest income increased $420,000, or 29.6%, for the quarter ended March 31, 2022 compared to the same quarter in 2021. The interest rate spread increased to 3.12% for the quarter ended March 31, 2022 compared to 2.33% for the quarter ended March 31, 2021. The net interest margin increased 65 basis points to 3.19% for the quarter ended March 31, 2022.

Provision for Loan Losses. Based on our analysis, we did record a provision for loan losses for the three months ended March 31, 2022 of $21,000. The allowance for loan losses was $1.7 million, or 0.75% of total loans, at March 31, 2022, compared to $1.7 million, or 0.92% of total loans, at March 31, 2021. Given the growth in the loan portfolio in recent months, an increase in the qualitative factor for continued loan growth may be likely and may increase the provision for loan losses. The Company had no net charge-offs during the three-month period ended March 31, 2022. As a percentage of nonperforming loans, the allowance for loan losses was 3,094.7% at March 31, 2022. Total loans past due were $259,000, or 0.1% of total loans, at March 31, 2022.

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The credit quality of the Bank’s loan portfolio remained consistent, as measured by low levels of nonperforming and delinquent loans, classified loans and impaired loans. As of March 31, 2022, we had no loans deferring loan payments under a forbearance agreement. Management continues to monitor the loan portfolio closely in recognition of the economic uncertainties resulting from COVID-19.

The allowance for loan losses reflects the estimate we believe to be adequate to cover probable losses which were inherent in the loan portfolio at March 31, 2022. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Non-Interest Income. Non-interest income decreased $1.9 million, or 54.8%, to $1.6 million for the quarter ended March 31, 2022 from $3.5 million for the comparable quarter in 2021. The gain on sale of loans decreased $1.9 million, or 66.8%, to $947,000 for the quarter ended March 31, 2022 from $2.9 million for the comparable quarter in 2021. The volume of loans sold during the three months ended March 31, 2022 totaled $35.6 million, a decrease of $58.0 million, or 62.0%, from the $93.6 million loan sales volume during the three months ended March 31, 2021. Net mortgage derivative income was $93,000 for the quarter ended March 31, 2022, compared to net mortgage derivative income of $305,000 for the quarter ended March 31, 2021. The increase in market interest rates negatively impacted gain on sale of loans in the quarter ended March 31, 2022 and is likely to have a continuing negative impact on noninterest income for the remainder of 2022.

Net mortgage servicing fees increased $185,000, or 215.2%, for the three months ended March 31, 2022 compared to the same period in 2021. The fair value of mortgage servicing rights increased $97,000 for the quarter ended March 31, 2022 compared to a decrease in the fair value of $59,000 for the comparable quarter in 2021. The change in fair value of mortgage servicing rights is highly dependent on estimated changes in mortgage prepayment speeds. Generally, estimated mortgage prepayment speeds decrease when market interest rates increase, resulting in an increase in the fair value of mortgage servicing rights. The value of the mortgage servicing rights was increased by the recognition of $73,000 in new mortgage servicing rights for the quarter ended March 31, 2022 compared to $367,000 in new mortgage servicing rights for the quarter ended March 31, 2021. The increase in market interest rates is likely to have a positive impact on the value of mortgage servicing rights as loan prepayments slow, however, increasing market interest rates are likely to decrease mortgage origination volumes and negatively impact the level of new mortgage servicing rights.

Mortgage derivative income was $93,000 for the three months ended March 31, 2022 compared to mortgage derivative income of $305,000 for March 31, 2021. The volume of interest rate lock commitments and mandatory forward sale commitments declined during the three months ended March 31, 2022 due to lower mortgage origination activity. The increase in market interest rates negatively impacted mortgage derivative income in the quarter ended March 31, 2022 and is likely to have a continuing negative impact on mortgage derivative income for the remainder of 2022.

Non-Interest Expense. Non-interest expense decreased $320,000, or 9.7%, to $3.0 million for the quarter ended March 31, 2022, from the comparable quarter in 2021. Salaries and employee benefits decreased $321,000, or 14.6%, to $1.9 million for the quarter ended March 31, 2022 from $2.2 million for the comparable quarter in 2021, due primarily to decreased loan officer commission expense and mortgage banking staff reductions. Loan costs decreased $93,000, or 43.4% due to lower mortgage origination volumes. Advertising expense increased $51,000, or 136.3%, due primarily to the checking account marketing program and direct-mail marketing campaigns. Other noninterest expense categories reflected modest increases primarily related to the Company’s overall growth year-to-year.

Federal Income Taxes. The provision for federal income taxes decreased $252,000, or 72.0%, for the three months ended March 31, 2022, compared to the same period in 2021. The decrease was due primarily to a $1.2 million, or 73.3%, decrease in income before income tax for the quarter ended March 31, 2022. The effective tax rates were 22.0% and 20.9% for the three months ended March 31, 2022 and 2021, respectively.

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Average Balances and Yields. The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant. All average balances are monthly average balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Non-accrual loans were included in the computation of average balances only. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

For the Three Months Ended March 31,

 

2022

2021

 

Average

Average

 

Outstanding

Average

Outstanding

Average

 

    

Balance

    

Interest

    

Yield/Rate

    

Balance

    

Interest

    

Yield/Rate

 

Interest-earning assets:

 

  

 

  

 

  

 

  

 

  

 

  

Loans

$

202,697

$

1,938

 

3.82

%  

$

170,590

$

1,811

 

4.25

%

Loans held for sale

 

6,972

 

53

 

3.04

 

13,984

 

70

 

2.00

Securities

 

7,710

 

15

 

0.78

 

8,637

 

21

 

0.97

Fed Funds

3,363

1

0.12

6,725

1

0.06

Other (1)

 

9,924

 

23

 

0.93

 

22,670

 

13

 

0.23

Total interest-earning assets

 

230,666

 

2,030

 

3.52

 

222,606

 

1,916

 

3.44

Non-interest-earning assets

 

20,117

 

 

 

15,841

 

 

Total assets

$

250,783

 

$

238,447

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

Savings

$

76,044

40

 

0.21

$

50,566

23

 

0.18

Interest-bearing demand

 

33,187

 

12

 

0.14

 

31,531

 

11

 

0.14

Certificates of deposit

 

81,438

 

140

 

0.69

 

60,357

 

258

 

1.71

Total deposits

 

190,669

 

192

 

0.40

 

142,454

 

292

 

0.82

FHLB borrowings

 

1,250

 

1

 

0.32

 

38,412

 

208

 

2.17

Total interest-bearing liabilities

 

191,919

 

193

 

0.40

 

180,866

 

500

 

1.11

Non-interest-bearing demand

 

17,628

 

 

17,802

 

 

Other non-interest-bearing liabilities

 

4,219

 

 

4,569

 

 

Total non- interest-bearing liabilities

 

21,847

 

 

22,371

 

 

Total equity

 

37,017

 

 

35,210

 

 

Total liabilities and total equity

$

250,783

 

$

238,447

 

 

Net interest income

$

1,837

 

$

1,416

 

Net interest rate spread (2)

 

 

3.12

%  

 

 

  

 

2.33

%

Net interest-earning assets (3)

$

38,747

 

$

41,740

 

  

 

Net interest margin (4)

 

 

3.19

%  

 

  

 

  

 

2.54

%

Average interest-earning assets to interest-bearing liabilities

 

 

120.19

%  

 

  

 

  

 

123.08

%

(1)Consists of FHLB-Cincinnati stock, FHLB DDA, certificates of deposit and cash reserves.

(2)Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(3)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)Net interest margin represents net interest income divided by average total interest-earning assets.

Interest on loans includes loan fee expense of $21,000 for the three months ended March 31, 2022 and $9,200 of loan fee income for the three months ended March 31, 2021. Loan fee income was higher in 2021 than the comparable period in 2022 due to PPP loan fee income received.

Liquidity and Capital Resources. Liquidity is the ability to meet financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. The Bank’s primary sources of funds are deposits, principal and interest payments on loans and

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securities, proceeds from the sale of loans, and proceeds from the sale or maturities of securities. In addition, the Bank may borrow from the FHLB. At March 31, 2022, the Bank had no outstanding in advances from the FHLB. At March 31, 2022, the Bank had collateral based capacity to borrow an additional $42.3 million. The Bank had additional lines of credit with three commercial banks totaling $11.5 million. Additionally, the Bank has contingent funding sources with CDARS and the StoneCastle’s Federally Insured Cash Account (FICA) program.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $3.8 million and $1.7 million for the three months ended March 31, 2022 and 2021, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from maturing securities and pay downs on mortgage-backed securities, was $10.4 million and 9.6 million for the three months ended March 31, 2022 and 2021, respectively. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts and FHLB advances, was $3.7 million and $2.6 million for the three months ended March 31, 2022 and 2021, respectively.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained. We also anticipate continued participation in the National CD Rateline Program as a wholesale source of certificates of deposit, and continued use of FHLB-Cincinnati advances.

Cincinnati Bancorp, Inc. is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividend to its stockholders, to fund repurchases of its common stock, and for other corporate purposes. The Company’s primary source of liquidity is dividend payments, if any, received from the Bank. The Bank’s ability to pay dividends is subject to regulatory restrictions. At March 31, 2022, Cincinnati Bancorp, Inc. (on an unconsolidated, stand-alone basis) had liquid assets of $5.5 million.

At March 31, 2022, the Bank exceeded all of its regulatory capital requirements with a Tier 1 leverage capital level of $37.6 million, or 14.9% of adjusted total assets, which is above the well-capitalized required level of $12.6 million, or 5.0%; total risk-based capital of $39.3 million, or 19.4% of risk-weighted assets, which is above the well-capitalized required level of $20.2 million, or 10.0% of risk-weighted assets; and common equity tier 1 risk based capital of $37.6 million, or 18.6%, of risk-weighted assets, which is above the well-capitalized required level of $13.1 million, or 6.5%. At December 31, 2021, the Bank exceeded all of its regulatory capital requirements with a Tier 1 leverage capital level of $37.0 million, or 14.7% of adjusted total assets, which is above the well-capitalized required level of $12.6 million, or 5.0%; and total risk-based capital of $38.7 million, or 20.0% of risk-weighted assets, which is above the well-capitalized required level of $19.3 million, or 10.0% of risk-weighted assets. Accordingly, the Bank was categorized as well capitalized at March 31, 2022, and December 31, 2021. Management is not aware of any conditions or events since the most recent notification that would change the Bank’s category.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At March 31, 2022, we had outstanding commitments to originate fixed-rate loans of $12.5 million, unfunded lines of credit of $22.9 million and forward sale commitments of $17.2 million. We had commitments to originate loans for portfolio of $1.5 million and undisbursed portion of loans of $17.4 million at March 31, 2022. We anticipate that we will have sufficient funds available to meet our current lending commitments. Time deposits that are scheduled to mature in one year or less from March 31, 2022 totaled $38.8 million. Management expects that a substantial portion of the maturing time deposits will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

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Item 3.       Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as the Company is a smaller reporting company.

Item 4.       Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2022. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended March 31, 2022, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II – Other Information

Item 1.       Legal Proceedings

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Item 1A.       Risk Factors

Risks Related to the COVID-19 Pandemic

The economic impact of the COVID-19 pandemic could adversely affect our financial condition and results of operations.

The COVID-19 pandemic has caused significant economic dislocation in the United States. Although the domestic and global economies have begun to recover from the COVID-19 pandemic as many health and safety restrictions have been lifted and vaccine distribution has increased, certain adverse consequences of the pandemic continue to impact the macroeconomic environment and may persist for some time, including labor shortages and disruptions of global supply chains. The growth in economic activity and in the demand for goods and services, coupled with labor shortages and supply chain disruptions, has also contributed to rising inflationary pressures. As the result of the COVID-19 pandemic and the related adverse economic consequences, we could be subject to the following risks, among others, any of which individually or in combination with others could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

demand for our products and services may decline, making it difficult to grow assets and income;
if high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
limitations may be placed on our ability to foreclose on properties we hold as collateral;
our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
our cybersecurity risks are increased if employees work remotely;
we rely on third-party vendors for certain services and the unavailability of a critical service due to the COVID-19 pandemic could have an adverse effect on us; and
Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the pandemic could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.

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Item 2.       Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The following table provides information regarding the Company’s purchase of its common stock during the quarter ended March 31, 2022:

    

    

    

    

Total Number of

Maximum Number of Shares

Total Number of

Average Price

Shares Purchased

That May Yet Be Purchased

Period

    

Shares Purchased

    

Per Share

    

of Publicly Announced Program (1)

    

Under the Program (1)

January 1 to 31, 2022

 

1,318

$

14.68

 

49,697

 

99,084

February 1 to 28, 2022

 

1,170

$

15.26

 

50,867

 

97,914

March 1 to 31, 2022

 

 

50,867

 

97,914

(1)On February 16, 2021, the Company announced the adoption of a stock repurchase program under which the Company could repurchase up to 148,781 shares of its common stock, or approximately 5% of the then current outstanding shares. At March 31, 2022, the Company had purchased a total of 50,867 shares of the Company’s common stock under this program at an average price of $14.06 per share, and there remained 97,914 shares still available for repurchase under the program. The timing of the purchases will depend on certain factors, including but not limited to, market conditions and prices, available funds and alternative uses of capital. The stock repurchase program may be carried out through open-market purchases, block trades, negotiated private transactions and pursuant to a trading plan that will be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Any repurchased shares will be held by the Company as authorized but unissued shares. The repurchase program has no expiration date, but may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. The repurchase program does not obligate the Company to purchase any particular number of shares.

Item 3.       Defaults Upon Senior Securities

None.

Item 4.       Mine Safety Disclosures

Not applicable.

Item 5.       Other Information

None.

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Item 6.       Exhibits

3.1

Amended and Restated Articles of Incorporation of Cincinnati Bancorp, Inc. (1)

3.2

Bylaws of Cincinnati Bancorp, Inc. (1)

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial information from Cincinnati Bancorp, Inc. Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, formatted in XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets; (ii) the consolidated statements of operations; (iii) the consolidated statements of comprehensive income; (iv) the consolidated statements of cash flows; and (v) notes to consolidated financial statements.

104

Cover Page Interactive Data File (embedded within Inline XBRL document contained in Exhibit 101)

(1)Incorporated by reference to the Company’s Registration Statement on Form S-1, as initially filed on September 11, 2019, as subsequently amended.

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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.

 

CINCINNATI BANCORP, INC.

 

 

Date:  May 16, 2022

/s/ Robert A. Bedinghaus

 

Robert A. Bedinghaus

 

Chief Executive Officer

 

(Principal Executive Officer)

 

 

Date:  May 16, 2022

/s/ Herbert C. Brinkman

 

Herbert C. Brinkman

 

Senior Vice President and Chief Financial Officer

 

(Principal Financial and Accounting Officer)

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