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Item 5. Market for Registrant’s Common Equity

2022-03-11 compared with 2021-03-17 · 15 added, 90 removed, 22 unchanged (83% of the section changed)

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

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the NASDAQ Global Market under the symbol “CBFV.” The approximate number of holders of record of the Company’s common stock as of March 7, 2022, was 633.

18 unchanged sentences

Total 207,641 $ 24.01 500,000

(1) Represents 22,144 shares available under the 2015 Equity Incentive Plan that can be issued as restricted stock awards or units and 19,723 shares that can be issued as stock options.

Restricted stock awards or units may be issued above this amount provided that the number of shares reserved for stock options is reduced by three shares for each restricted stock award or unit share granted.

(1) Represents stock options available to be exercised under the 2015 Equity Incentive Plan (the "2015 Plan").

The 2015 Plan shall remain in effect as long as any awards are outstanding, but as a result of the approval of the 2021 Equity Incentive Plan (the "2021 Plan"), no more awards can be granted under the 2015 Plan.

(2) Represents 500,000 shares available under the 2021 Plan (the "Share Limit") that can be issued of which a maximum of 500,000 shares may be issued as stock options and 200,000 shares may be issued as restricted stock awards or units based on the terms of the Plan whereby the Share Limit is reduced, on a one-for-one basis, for each share of common stock subject to a stock option grant, and on a two and one-half-for-one basis for each share of common stock issued pursuant to restricted stock awards or units.

At December 31, 2021, no shares have been granted under the 2021 Plan.

Issuer Purchases of Equity Securities

The Company did not purchase shares of its common stock as part of a publicly announced program during the three months ended December 31, 2020.

On November 20, 2019, the Company announced that the Board had approved a program commencing on November 25, 2019 to repurchase up to $5.0 million of the Company’s outstanding common stock, which was approximately 3.2% of outstanding common shares.

On March 19, 2020, the Company announced that the stock repurchase program was suspended until further notice.

As of March 19, 2020, the Company had repurchased 69,966 shares.

This repurchase program expired on November 24, 2020.

Selected Financial Data

The following tables set forth selected historical financial and other data of the Company at and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016.

The information at December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019 is derived in part from, and should be read together with, the Company's audited consolidated financial statements and notes included in this Report and should be read together therewith.

The information at December 31, 2018, 2017 and 2016 and for the years ended December 31, 2018, 2017 and 2016 is derived in part from audited financial statements that are not included in this Report.

The following table provides information relating to our purchase of shares of our common stock during the three months ended December 31, 2021.

Period Total Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of the Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program

October 1-31, 2021 30,844 $ 23.43 30,844 $ 4,325,703

November 1-30, 2021 16,454 24.04 16,454 3,930,087

December 1-31, 2021 22,885 23.91 22,885 3,382,980

(Dollars in Thousands)

Selected Financial Condition Data:

Assets $ 1,416,720 $ 1,321,537 $ 1,281,701 $ 934,486 $ 846,075

Cash and Due From Banks 160,911 80,217 53,353 20,622 14,282

Securities 145,400 197,385 225,409 123,583 106,208

Loans, Net 1,031,982 942,629 903,314 735,596 674,094

Deposits 1,224,569 1,118,359 1,086,658 773,344 698,218

Short-Term Borrowings 41,055 30,571 30,979 39,605 27,027

Other Borrowings 8,000 14,000 20,000 24,500 28,000

Stockholders’ Equity 134,530 151,097 137,625 93,256 89,469

Year Ended December 31, 2020 2019 2018 2017 2016

(Dollars in Thousands)

Selected Operating Data:

Interest and Dividend Income $ 47,467 $ 51,031 $ 43,626 $ 32,434 $ 32,018

Interest Expense 5,563 7,857 5,949 3,374 2,870

Net Interest and Dividend Income 41,904 43,174 37,677 29,060 29,148

Provision for Loan Losses 4,000 725 2,525 1,870 2,040

Net Interest and Dividend Income After Provision for Loan Losses 37,904 42,449 35,152 27,190 27,108

Noninterest Income 9,471 8,567 7,686 7,264 6,864

Noninterest Expense - Merger-Related — — 854 356 —

Noninterest Expense 56,767 34,960 33,394 24,280 23,280

(Loss) Income Before Income Tax Expense (9,392) 16,056 8,590 9,818 10,692

Income Tax Expense 1,248 1,729 1,538 2,874 3,112

Net (Loss) Income $ (10,640) $ 14,327 $ 7,052 $ 6,944 $ 7,580

At or For the Year Ended December 31, 2020 2019 2018 2017 2016

Per Common Share Data:

(Loss) Earnings Per Common Share - Basic $ (1.97) $ 2.64 $ 1.42 $ 1.70 $ 1.86

(Loss) Earnings Per Common Share - Diluted (1.97) 2.63 1.40 1.69 1.86

Dividends Per Common Share 0.96 0.96 0.89 0.88 0.88

Dividend Payout Ratio (5)

(0.49) % 0.37 % 0.64 % 0.52 % 0.47 %

Book Value Per Common Share $ 24.76 $ 27.65 $ 25.33 $ 22.77 $ 21.89

Common Shares Outstanding 5,434,374 5,463,828 5,432,289 4,095,957 4,086,625

At or For the Year Ended December 31, 2020 2019 2018 2017 2016

Performance Ratios:

Return on Average Assets (0.77) % 1.09 % 0.61 % 0.78 % 0.91 %

Return on Average Equity (7.18) 9.89 5.91 7.53 8.48

Average Interest-Earning Assets to Average Interest-Bearing Liabilities

139.89 134.08 133.39 134.79 135.12

Average Equity to Average Assets 10.75 11.05 10.35 10.40 10.71

Net Interest Rate Spread (Non-GAAP) (1)(3)

3.15 3.42 3.40 3.44 3.68

Net Interest Margin (Non-GAAP) (2)(3)

3.32 3.64 3.59 3.58 3.82

Noninterest Expense to Average Assets 4.12 2.67 2.97 2.78 2.79

Efficiency Ratio (4)

110.50 67.57 75.50 67.82 64.65

Capital Ratios:

Common Equity Tier 1 Capital to Risk-Weighted Assets (6)

11.79 % 11.43 % 11.44 % 12.22 % 13.37 %

Tier 1 Capital to Risk-Weighted Assets (6)

11.79 11.43 11.44 12.22 13.37

Total Capital to Risk-Weighted Assets (6)

13.04 12.54 12.57 13.47 14.62

Tier 1 Leverage Capital to Adjusted Total Assets (6)

7.81 7.85 7.85 9.27 9.80

Asset Quality Ratios:

Allowance for Loan Losses to Total Loans (7)

1.22 % 1.04 % 1.05 % 1.18 % 1.14 %

Allowance for Loan Losses to Nonperforming Loans (7)

88.15 183.33 151.40 121.31 92.60

Allowance for Loan Losses to Nonaccrual Loans 117.28 340.12 291.32 224.39 177.79

Delinquent and Nonaccrual Loans to Total Loans 1.50 0.89 0.83 1.18 1.57

Net Charge-Offs to Average Loans 0.11 0.05 0.21 0.13 0.11

Nonperforming Loans to Total Loans 1.39 0.57 0.69 0.97 1.24

Nonperforming Loans to Total Assets 1.02 0.41 0.49 0.78 1.00

Nonperforming Assets to Total Assets 1.04 0.42 0.56 0.81 1.02

Number of Branch Offices 22 24 24 16 16

Number of Full-Time Equivalent Employees

257 266 269 201 200

(1) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.

(2) Represents net interest income as a percentage of average interest-earning assets.

(3) Fully taxable-equivalent (FTE) yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21% for the years ended December 31, 2020, 2019 and 2018, and 34% for the years ended December 31, 2017, 2016.

Refer to Explanation of Use of Non-GAAP Financial Measures in Item 7 of this Report.

(4) Represents noninterest expense divided by the sum of net interest income and noninterest income.

(5) Represents dividends per share divided by net income per share.

(6) Capital ratios are for Community Bank only.

(7) Loans acquired in connection with previous mergers were recorded at their estimated fair value at the acquisition date and did not include a carryover of the pre-merger allowance for loan losses.

Total 70,183 $ 23.73 70,183

(1) On June 10, 2021, the Company announced that the Board had approved a program commencing on June 14, 2021 to repurchase up to $7.5 million of the Company’s outstanding common stock.

This repurchase program was set to expire on June 13, 2022.

On February 15, 2022, the Company completed this stock repurchase program.

In connection with the program, the Company purchased a total of 308,996 shares of the Company’s common stock at an average price of $24.27 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity