UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
☒
For the quarterly period ended
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For the transition period __________ to __________
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
,
)
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
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
Yes
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer
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Accelerated filer
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Smaller reporting company
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Emerging growth company
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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.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
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Securities registered pursuant to Section 12(b) of the Act:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
Outstanding at May 7, 2024
Common Stock, $0.01 par value per share
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
INDEX
PAGE
Item 1
3
4
5
6
7
8
Item 2
26
41
42
43
Item 3
44
Item 4
44
Item 1
44
Item 1A
44
Item 3
45
Item 4
45
Item 5
45
Item 6
46
3
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
March 31,
December 31,
(Dollars in thousands, except share data)
2024
2023
Assets:
Cash and due from banks
$
$
Federal funds sold
Interest-bearing bank deposits
Cash and cash equivalents
Securities available-for-sale
Loans held for sale
Loans
567,520
Allowance for credit losses
(7,215 )
(6,863 )
Loans, net
Premises and equipment, net
Bank-owned life insurance
Other assets
Total assets
$
$
Liabilities:
Deposits:
Noninterest-bearing
$
$
Interest-bearing
Total deposits
Federal funds purchased and securities sold under agreements to repurchase
Accrued expenses and other liabilities
Total liabilities
Stockholders' equity:
Preferred stock of $
no shares issued
Common stock of $
issued
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net
(31,213 )
(29,029 )
Less treasury stock, at cost -
and December 31, 2023, respectively
(11,702 )
(11,702 )
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
See accompanying notes to consolidated financial statements
4
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Unaudited)
Quarter ended March 31,
(Dollars in thousands, except share and per share data)
2024
2023
Interest income:
Loans, including fees
$
$
Securities
Taxable
Tax-exempt
Federal funds sold and interest bearing bank deposits
Total interest income
Interest expense:
Deposits
Short-term borrowings
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Noninterest income:
Service charges on deposit accounts
Mortgage lending
Bank-owned life insurance
Other
Total noninterest income
Noninterest expense:
Salaries and benefits
Net occupancy and equipment
Professional fees
Other
Total noninterest expense
Earnings before income taxes
Income tax expense
Net earnings
$
$
Net earnings per share:
Basic and diluted
$
$
Weighted average shares outstanding:
Basic and diluted
See accompanying notes to consolidated financial statements
5
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
Quarter ended March 31,
(Dollars in thousands)
2024
2023
Net earnings
$
$
Other comprehensive (loss) income, net of tax:
Unrealized net holding (loss) gain on securities net of
tax benefit of $
, respectively
(2,184 )
Other comprehensive (loss) income
(2,184 )
Comprehensive (loss) income
$
(813 )
$
See accompanying notes to consolidated financial statements
6
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Unaudited)
Accumulated
Common
Additional
other
Shares
Common
paid-in
Retained
comprehensive
Treasury
(Dollars in thousands, except share data)
Outstanding
Stock
capital
earnings
loss
stock
Total
Quarter ended March 31, 2024
Balance, December 31, 2023
$
$
$
$
(29,029 )
$
(11,702 )
$
Cumulative effect of change in accounting
standard
—
(263 )
(263
Net earnings
—
1,371
Other comprehensive loss
—
(2,184 )
(2,184 )
Cash dividends paid ($
—
(943 )
(943 )
Sale of treasury stock
Balance, March 31, 2024
$
$
$
$
(31,213 )
$
(11,702 )
$
Quarter ended March 31, 2023
Balance, December 31, 2022
$
$
$
$
(40,920 )
$
(11,475 )
$
Cumulative effect of change in accounting
standard
—
(821 )
(821 )
Net earnings
—
1,964
Other comprehensive income
—
Cash dividends paid ($
—
(945 )
(945 )
Stock repurchases
(2,648 )
(64 )
(64 )
Sale of treasury stock
Balance, March 31, 2023
$
$
$
$
(35,457 )
$
(11,538 )
$
See accompanying notes to consolidated financial statements
7
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Quarter ended March 31,
(Dollars in thousands)
2024
2023
Cash flows from operating activities:
Net earnings
$
$
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for credit losses
Depreciation and amortization
Premium amortization and discount accretion, net
Net gain on sale of loans held for sale
(57 )
(4 )
Loans originated for sale
(3,123 )
Proceeds from sale of loans
Increase in cash surrender value of bank-owned life insurance
(102 )
(104 )
Income recognized from death benefit on bank-owned life insurance
—
(52 )
Net (increase) decrease in other assets
(1,500 )
Net increase (decrease) in accrued expenses and other liabilities
(2,434 )
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from prepayments and maturities of securities available-for-sale
Increase in loans, net
(10,208 )
(586 )
Net purchases of premises and equipment
(1,043 )
(5 )
Proceeds from bank-owned life insurance death benefit
—
Decrease in FHLB stock
Net cash (used in) provided by investing activities
(4,383 )
Cash flows from financing activities:
Net decrease in noninterest-bearing deposits
(7,239 )
(7,207 )
Net increase (decrease) in interest-bearing deposits
(3,940 )
Net increase (decrease) in federal funds purchased and securities sold
under agreements to repurchase
(94 )
Stock repurchases
(64 )
Dividends paid
(943 )
(945 )
Net cash provided by (used in) financing activities
(12,250 )
Net change in cash and cash equivalents
(1,398 )
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
$
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$
$
Income taxes
See accompanying notes to consolidated financial statements
8
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Auburn National Bancorporation, Inc. (the “Company”) provides a full range of banking services to individuals and
commercial customers in Lee County, Alabama and surrounding areas through its wholly owned subsidiary, AuburnBank
(the “Bank”). The Company does not have any segments other than banking that are considered material.
Basis of Presentation and Use of Estimates
The unaudited consolidated financial statements in this report have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) for interim financial information. Accordingly, these financial statements do not
include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited
consolidated financial statements include, in the opinion of management, all adjustments necessary to present a fair
statement of the financial position and the results of operations for all periods presented. All such adjustments are of a
normal recurring nature. The results of operations in the interim statements are not necessarily indicative of the results of
operations that the Company and its subsidiaries may achieve for future interim periods or the entire year. For further
information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2023.
The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
Significant intercompany transactions and accounts are eliminated in consolidation.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of
the balance sheet date 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 in the near term
include the determination of allowance for credit losses on loans and investment securities, fair value of financial
instruments, and the valuation of deferred tax assets and other real estate owned (“OREO”).
Revenue Recognition
The Company’s sources of income that fall within the scope of ASC 606 include service charges on deposits, interchange
fees and gains and losses on sales of other real estate, all of which are presented as components of noninterest income. The
following is a summary of the revenue streams that fall within the scope of ASC 606:
●
Service charges on deposits, investment services, ATM and interchange fees – Fees from these services are either
(i) transaction-based, for which the performance obligations are satisfied when the individual transaction is
processed, or (ii) set periodic service charges, for which the performance obligations are satisfied over the period
the service is provided. Transaction-based fees are recognized at the time the transaction is processed, and periodic
service charges are recognized over the service period.
●
Gains on sales of OREO
A gain on sale should be recognized when a contract for sale exists and control of the
asset has been transferred to the buyer. ASC 606 lists several criteria required to conclude that a contract for sale
exists, including a determination that the institution will collect substantially all of the consideration to which it is
entitled. In addition to the loan-to-value ratio, where the seller provides the purchaser with financing, the analysis
is based on various other factors, including the credit quality of the purchaser, the structure of the loan, and any
other factors that we believe may affect collectability.
Subsequent Events
The Company has evaluated the effects of events and transactions through the date of this filing that have occurred
subsequent to March 31, 2024. The Company does not believe there were any material subsequent events during this
period that would have required further recognition or disclosure in the unaudited consolidated financial statements
included in this report.
9
Correction of Error
The disclosure of loans by vintage in Note 5 – Loans and Allowance for Credit Losses in the Company’s Annual Report on
Form 10-K for year ended December 31, 2023 contained incorrect information as it pertains to loans originated by vintage
and revolving loans. All current period gross charge-off data, total loans by segment and total loans by credit quality
indicator were correctly reported. The loans originated by vintage and revolving loans as of December 31, 2023 have been
corrected in the comparative presentation in Note 5 – Loans and Allowance for Credit Losses in the Notes herein.
Reclassifications
Certain amounts reported in prior periods have been reclassified to conform to the current -period presentation. These
reclassifications had no effect on the Company’s previously reported net earnings or total stockholders’ equity.
Accounting Standards Adopted in 2024
On January 1, 2024, the Company adopted ASU 2023-02,
Investments – Equity Method and Joint Ventures (Topic 323):
Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method
. The amendments in this
Update permit reporting entities to elect to account for their equity investments made primarily to receive income tax
credits and other income tax benefits, regardless of the program from which the income tax credits or benefits are received,
using the proportional amortization method if certain conditions are met. The new standard is effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2023. The Company adopted ASU 2023-02
effective January 1, 2024 and recorded a cumulative effect of change in accounting standard adjustment which reduced
beginning retained earnings by $0.3 million. The Company will prospectively account for its investments in New Market
Tax Credits (“NMTCs”) using the proportional amortization method through charges to the provision for income taxes. See
Note 3, Variable Interest Entities.
NOTE 2: BASIC AND DILUTED NET EARNINGS PER SHARE
Basic net earnings per share is computed by dividing net earnings by the weighted average common shares outstanding for
the quarters ended March 31, 2024 and 2023, respectively. Diluted net earnings per share reflect the potential dilution that
could occur upon exercise of securities or other rights for, or convertible into, shares of the Company’s common stock. At
March 31, 2024 and 2023, respectively, the Company had no such securities or rights issued or outstanding, and therefore,
no dilutive effect to consider for the diluted net earnings per share calculation.
The basic and diluted net earnings per share computations for the respective periods are presented below
Quarter ended March 31,
(Dollars in thousands, except share and per share data)
2024
2023
Basic and diluted:
Net earnings
$
$
Weighted average common shares outstanding
Net earnings per share
$
$
NOTE 3: VARIABLE INTEREST ENTITIES
Generally, a variable interest entity (“VIE”) is a corporation, partnership, trust or other legal structure that does not have
equity investors with substantive or proportional voting rights or has equity investors that do not provide sufficient financial
resources for the entity to support its activities.
10
At March 31, 2024, the Company did not have any consolidated VIEs but did have one nonconsolidated VIE, discussed
below.
New Markets Tax Credit Investment
The NMTC program provides federal tax incentives to investors to make investments in distressed communities and
promotes economic improvement through the development of successful businesses in these communities. NMTCs are
available to investors over seven years and are subject to recapture if certain events occur during such period. At March 31,
2024 and December 31, 2023, respectively, the Company had one such investment of $1.2 million and $1.7 million,
respectively, which was included in other assets in the Company’s consolidated balance sheets as a VIE. While the
Company’s investment exceeds 50% of the outstanding equity interest in this VIE, the Company does not consolidate the
VIE because the Company lacks the power to direct the activities of the VIE, and therefore is not a primary beneficiary of
the VIE.
On March 29, 2023, the FASB issued ASU 2023-02, which was effective beginning in 2024 for public business entities.
We have adopted ASU 2023-02 as of January 1, 2024 with respect to accounting for our NMTC investment. The
proportional amortization method results in the tax credit investment being amortized in proportion to the allocation of tax
credits and other tax benefits in each period and a net presentation within the income tax line item. The cumulative effects
of the change in accounting standard resulted in a $0.4 million pre-tax decrease in the Company’s NMTC investment at
January 1, 2024. See Note 1: Summary of Significant Accounting Policies – Accounting Standards Adopted in 2024.
(Dollars in thousands)
Maximum
Loss Exposure
Asset Recognized
Classification
Type:
New Markets Tax Credit investment
$
$
Other assets
NOTE 4: SECURITIES
At March 31, 2024 and December 31, 2023, respectively, all securities within the scope of ASC 320,
Investments – Debt
and Equity Securities,
were classified as available-for-sale. The fair value and amortized cost for securities available-for-
sale by contractual maturity at March 31, 2024 and December 31, 2023, respectively, are presented below.
1 year
1 to 5
5 to 10
After 10
Fair
Gross Unrealized
Amortized
(Dollars in thousands)
or less
years
years
years
Value
Gains
Losses
Cost
March 31, 2024
Agency obligations (a)
$
$
Agency MBS (a)
State and political subdivisions
Total available-for-sale
$
$
December 31, 2023
Agency obligations (a)
$
$
Agency MBS (a)
State and political subdivisions
Total available-for-sale
$
$
(a) Includes securities issued by U.S. government agencies or government-sponsored entities. Expected lives of these
securities may differ from contractual maturities because (i) issuers may have the right to call or repay such securities
obligations with or without prepayment penalties and (ii) loans incuded in Agency MBS generally have the right to
prepay such loan in whole or in part at any time.
Securities with aggregate fair values of $
were pledged to secure public deposits, securities sold under agreements to repurchase, Federal Home Loan Bank of
Atlanta (“FHLB of Atlanta”) advances, and for other purposes required or permitted by law.
11
Included in other assets on the accompanying consolidated balance sheets include non-marketable equity investments. The
carrying amounts of non-marketable equity investments were $
respectively. Non-marketable equity investments include FHLB of Atlanta stock, Federal Reserve Bank of Atlanta
(“FRB”) stock, and stock in a privately held financial institution.
Gross Unrealized Losses and Fair Value
The fair values and gross unrealized losses on securities at March 31, 2024 and December 31, 2023, respectively,
segregated by those securities that have been in an unrealized loss position for less than 12 months and 12 months or
longer, are presented below.
Less than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(Dollars in thousands)
Value
Losses
Value
Losses
Value
Losses
March 31, 2024:
Agency obligations
$
$
Agency MBS
State and political subdivisions
Total
$
$
December 31, 2023:
Agency obligations
$
$
Agency MBS
State and political subdivisions
Total
$
$
For the securities in the previous table, the Company considers the severity of the unrealized loss as well the Company’s
intent to hold the securities to maturity or the recovery of the cost basis. Unrealized losses have not been recognized into
income as the decline in fair value is largely due to changes in interest rates and other market conditions. For the securities
in the previous table as of March 31, 2024, management does not intend to sell and it is likely that management will not be
required to sell the securities prior to their recovery.
Agency Obligations
Investments in agency obligations are guaranteed of full and timely payments by the issuing agency. Based on
management's analysis and judgement, there were no credit losses attributable to the Company’s investments in agency
obligations at March 31, 2024.
Agency MBS
Investments in agency mortgage backed securities (“MBS”) are issued by Ginnie Mae, Fannie Mae, and Freddie Mac.
Each of these agencies provide a guarantee of full and timely payments of principal and interest by the issuing agency.
Based on management's analysis and judgement, there were no credit losses attributable to the Company’s investments in
agency MBS at March 31, 2024.
State and Political Subdivisions
Investments in state and political subdivisions are securities issued by various municipalities in the United States. The
majority of the portfolio was rated AA or higher, with no securities rated below investment grade at March 31, 2024.
Based on management's analysis and judgement, there were no credit losses attributable to the Company’s investments in
state and political subdivisions at March 31, 2024.
Realized Gains and Losses
The Company had no realized gains or losses on sale of securities during the quarters ended March 31, 2024 and 2023,
respectively.
12
NOTE 5: LOANS AND ALLOWANCE FOR CREDIT LOSSES
March 31,
December 31,
(Dollars in thousands)
2024
2023
Commercial and industrial
$
$
Construction and land development
Commercial real estate:
Owner occupied
Hotel/motel
Multi-family
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total Loans
$
$
Loans secured by real estate were approximately 84.2% of the Company’s total loan portfolio at March 31, 2024. At March
31, 2024, the Company’s geographic loan distribution was concentrated primarily in Lee County, Alabama, and
surrounding areas.
The loan portfolio segment is defined as the level at which an entity develops and documents a systematic method for
determining its allowance for credit losses. As part of the Company’s quarterly assessment of the allowance, the loan
portfolio included the following portfolio segments: commercial and industrial, construction and land development,
commercial real estate, residential real estate, and consumer installment. Where appropriate, the Company’s loan portfolio
segments are further disaggregated into classes. A class is generally determined based on the initial measurement attribute,
risk characteristics of the loan, and an entity’s method for monitoring and determining credit risk.
The following describes the risk characteristics relevant to each of the portfolio segments and classes.
Commercial and industrial (“C&I”) —
includes loans to finance business operations, equipment purchases, or other needs
for small and medium-sized commercial customers. Also included in this category are loans to finance agricultural
production. Generally, the primary source of repayment is the cash flow from business operations and activities of the
borrower.
Construction and land development (“C&D”) —
includes both loans and credit lines for the purpose of purchasing,
carrying, and developing land into commercial developments or residential subdivisions. Also included are loans and credit
lines for construction of residential, multi-family, and commercial buildings. Generally, the primary source of repayment is
dependent upon the sale or refinance of the real estate collateral.
Commercial real estate (“CRE”) —
includes loans in these classes:
●
Owner occupied
owner-occupied facilities primarily for small and medium-sized commercial customers. Generally, the primary
source of repayment is the cash flow from business operations and activities of the borrower, who owns the
property.
●
Hotel/motel
– includes loans for hotels and motels. Generally, the primary source of repayment is dependent upon
income generated from the hotel/motel securing the loan. The underwriting of these loans takes into consideration
the occupancy and rental rates, as well as the financial health of the borrower.
13
●
Multi-family
for 5 or more unit residential properties and apartments leased to residents. Generally , the primary source of
repayment is dependent upon income generated from the real estate collateral. The underwriting of these loans
takes into consideration the occupancy and rental rates, as well as the financial health of the respective borrowers.
●
Other
multi-family properties, and which are not owner occupied. Loans in this class include loans for neighborhood
retail centers, medical and professional offices, single retail stores, industrial buildings, and warehouses leased to
local and other businesses. Generally, the primary source of repayment is dependent upon income generated from
the real estate collateral. The underwriting of these loans takes into consideration the occupancy and rental rates,
as well as the financial health of the borrower.
Residential real estate (“RRE”) —
includes loans in these two classes:
●
Consumer mortgage
consumers that are secured by a primary residence or second home. These loans are underwritten in accordance
with the Bank’s general loan policies and procedures which require, among other things, proper documentation of
each borrower’s financial condition, satisfactory credit history , and property value.
●
Investment property
Generally, the primary source of repayment is dependent upon income generated from leasing the property
securing the loan. The underwriting of these loans takes into consideration the rental rates and property values, as
well as the financial health of the borrowers.
Consumer installment —
includes loans to individuals, which may be secured by personal property or are unsecured. Loans
include personal lines of credit, automobile loans, and other retail loans. These loans are underwritten in accordance with
the Bank’s general loan policies and procedures which require, among other things, proper documentation of each
borrower’s financial condition, satisfactory credit history, and, if applicable, property values.
14
The following is a summary of current, accruing past due, and nonaccrual loans by portfolio segment and class as of March
31, 2024 and December 31, 2023.
Accruing
Accruing
Total
30-89 Days
Greater than
Accruing
Non-
Total
(Dollars in thousands)
Current
Past Due
90 days
Loans
Accrual
Loans
March 31, 2024:
Commercial and industrial
$
$
Construction and land development
Commercial real estate:
Owner occupied
63,826
Hotel/motel
38,822
Multi-family
45,634
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total
$
$
567,520
December 31, 2023:
Commercial and industrial
$
$
Construction and land development
—
Commercial real estate:
Owner occupied
Hotel/motel
—
Multi-family
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total
$
$
15
Credit Quality Indicators
The credit quality of the loan portfolio is summarized no less frequently than quarterly using categories similar to the
standard asset classification system used by the federal banking agencies. These categories are utilized to develop the
associated allowance for credit losses using historical losses adjusted for qualitative and environmental factors and are
defined as follows:
●
Pass – loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if
any) or by the fair value, less cost to acquire and sell, of any underlying collateral.
●
Special Mention – loans with potential weakness that may, if not reversed or corrected, weaken the credit or
inadequately protect the Company’s position at some future date. These loans are not adversely classified and do
not expose an institution to sufficient risk to warrant an adverse classification.
●
Substandard Accruing – loans that exhibit a well-defined weakness which presently jeopardizes debt repayment,
even though they are currently performing. These loans are characterized by the distinct possibility that the
Company may incur a loss in the future if these weaknesses are not corrected .
●
Nonaccrual – includes loans where management has determined that full payment of principal and interest is not
expected.
Substandard accrual and nonaccrual loans are often collectively referred to as “classified.”
The following tables presents credit quality indicators for the loan portfolio segments and classes by year of origination as
of March 31, 2024 and December 31, 2023. The December 31, 2023 table has been revised to correct revolving loans and
properly allocate loans by year of origination. See Note 1: Summary of Significant Accounting Policies – Correction of
Error.
16
Year of Origination
2024
2023
2022
2021
2020
Prior to
2020
Revolving
Loans
Total
Loans
(Dollars in thousands)
March 31, 2024:
Commercial and industrial
Pass
$
$
Special mention
Substandard
Nonaccrual
Total commercial and industrial
Current period gross charge-offs
—
—
—
—
—
—
—
—
Construction and land development
Pass
Special mention
Substandard
Nonaccrual
Total construction and land development
Current period gross charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
Special mention
Substandard
Nonaccrual
Total owner occupied
Current period gross charge-offs
—
—
—
—
—
—
—
—
Hotel/motel
Pass
Special mention
Substandard
Nonaccrual
Total hotel/motel
Current period gross charge-offs
—
—
—
—
—
—
—
—
17
Year of Origination
2024
2023
2022
2021
2020
Prior to
2020
Revolving
Loans
Total
Loans
(Dollars in thousands)
March 31, 2024:
Multi-family
Pass
Special mention
Substandard
Nonaccrual
Total multi-family
Current period gross charge-offs
—
—
—
—
—
—
—
—
Other
Pass
Special mention
Substandard
Nonaccrual
Total other
Current period gross charge-offs
—
—
—
—
—
—
—
—
Residential real estate:
Consumer mortgage
Pass
Special mention
Substandard
Nonaccrual
Total consumer mortgage
Current period gross charge-offs
—
—
—
—
—
—
—
—
Investment property
Pass
Special mention
Substandard
Nonaccrual
Total investment property
Current period gross charge-offs
—
—
—
—
—
—
—
—
Consumer installment
Pass
Special mention
Substandard
Nonaccrual
Total consumer installment
Current period gross charge-offs
—
—
—
Total loans
Pass
Special mention
Substandard
Nonaccrual
Total loans
$
$
Total current period gross charge-offs
$
—
—
—
18
Year of Origination
2023
2022
2021
2020
2019
Prior to
2019
Revolving
Loans
Total
Loans
(Dollars in thousands)
December 31, 2023:
Commercial and industrial
Pass
$
$
Special mention
Substandard
Nonaccrual
Total commercial and industrial
Current period gross charge-offs
—
Construction and land development
Pass
Special mention
Substandard
Nonaccrual
Total construction and land development
Current period gross charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
Special mention
Substandard
Nonaccrual
Total owner occupied
Current period gross charge-offs
—
—
—
—
—
—
—
—
Hotel/motel
Pass
Special mention
Substandard
Nonaccrual
Total hotel/motel
Current period gross charge-offs
—
—
—
—
—
—
—
—
19
Year of Origination
2023
2022
2021
2020
2019
Prior to
2019
Revolving
Loans
Total
Loans
(Dollars in thousands)
December 31, 2023:
Multi-family
Pass
Special mention
Substandard
Nonaccrual
Total multi-family
Current period gross charge-offs
—
—
—
—
—
—
—
—
Other
Pass
Special mention
Substandard
Nonaccrual
Total other
Current period gross charge-offs
—
—
—
—
—
—
—
—
Residential real estate:
Consumer mortgage
Pass
Special mention
Substandard
Nonaccrual
Total consumer mortgage
Current period gross charge-offs
—
—
—
—
—
—
—
—
Investment property
Pass
Special mention
Substandard
Nonaccrual
Total investment property
Current period gross charge-offs
—
—
—
—
—
—
—
—
Consumer installment
Pass
Special mention
Substandard
Nonaccrual
Total consumer installment
Current period gross charge-offs
—
Total loans
Pass
Special mention
Substandard
Nonaccrual
Total loans
$
$
Total current period gross charge-offs
$
—
20
Allowance for Credit Losses
The Company adopted ASC 326 on January 1, 2023, which introduced the CECL methodology for estimating all expected
losses over the life of a financial asset. Under the CECL methodology, the allowance for credit losses is measured on a
collective basis for pools of loans with similar risk characteristics, and for loans that do not share similar risk characteristics
with the collectively evaluated pools, evaluations are performed on an individual basis.
The composition of the provision for credit losses for the respective periods is presented below.
Quarter ended March 31,
(Dollars in thousands)
2024
2023
Provision for credit losses:
Loans
$
$
Reserve for unfunded commitments
Total provision for credit losses
$
$
The following table details the changes in the allowance for credit losses for loans, by portfolio segment, for the respective
periods.
(Dollars in thousands)
Commercial and
industrial
Construction
and land
development
Commercial
real estate
Residential
real estate
Consumer
installment
Total
Quarter ended:
March 31, 2024
Beginning balance
$
$
Charge-offs
—
—
—
—
(24 )
(24 )
Recoveries
Net recoveries (charge-offs)
(2 )
Provision for credit losses
(120 )
(1 )
Ending balance
$
$
Quarter ended:
March 31, 2023
Beginning balance
$
$
Impact of adopting ASC 326
(17 )
(347 )
(22 )
Charge-offs
(11 )
(11 )
Recoveries
Net recoveries (charge-offs)
(10 )
(3 )
Provision for credit losses
(49 )
(16 )
Ending balance
$
$
The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to
determine expected credit losses as of March 31, 2024 and December 31, 2023:
(Dollars in thousands)
Real Estate
Total Loans
March 31, 2024:
Commercial real estate
$
$
Total
$
$
December 31, 2023:
Commercial real estate
$
$
Total
$
$
21
The following table is a summary of the Company’s nonaccrual loans by major categories as of March 31, 2024 and
December 31, 2023.
CECL
Nonaccrual loans
Nonaccrual loans
Total
(Dollars in thousands)
with no Allowance
with an Allowance
Nonaccrual Loans
March 31, 2024
Commercial real estate
$
Residential real estate
Consumer
Total
$
December 31, 2023
Commercial real estate
$
Residential real estate
Total
$
NOTE 6: MORTGAGE SERVICING RIGHTS, NET
Mortgage servicing rights (“MSRs”) are recognized based on the fair value of the servicing rights on the date the
corresponding mortgage loans are sold. An estimate of the Company’s MSRs is determined using assumptions that market
participants would use in estimating future net servicing income, including estimates of prepayment speeds, discount rate,
default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees.
Subsequent to the date of transfer, the Company has elected to measure its MSRs under the amortization method. Under
the amortization method, MSRs are amortized in proportion to, and over the period of, estimated net servicing income.
Increases in market interest rates generally increase the fair value of MSRs by reducing prepayments and refinancings and
therefore reducing the prepayment speed.
The Company has recorded MSRs related to loans sold to Fannie Mae. The Company generally sells conforming, fixed-
rate, closed-end, residential mortgages to Fannie Mae. MSRs are included in other assets on the accompanying
consolidated balance sheets.
The Company evaluates MSRs for impairment on a quarterly basis. Impairment is determined by stratifying MSRs into
groupings based on predominant risk characteristics, such as interest rate and loan type. If, by individual stratum, the
carrying amount of the MSRs exceeds fair value, a valuation allowance is established. The valuation allowance is adjusted
as the fair value changes. Changes in the valuation allowance are recognized in earnings as a component of mortgage
lending income.
22
The change in amortized MSRs and the related valuation allowance for the quarters ended March 31, 2024 and 2023 are
presented below.
Quarter ended March 31,
(Dollars in thousands)
2024
2023
MSRs, net:
Beginning balance
$
$
Additions, net
Amortization expense
(39 )
(55 )
Ending balance
$
$
Valuation allowance included in MSRs, net:
Beginning of period
$
$
End of period
Fair value of amortized MSRs:
Beginning of period
$
$
End of period
NOTE 7: FAIR VALUE
Fair Value Hierarchy
“Fair value” is defined by ASC 820,
Fair Value Measurements and Disclosures
, and focuses on the exit price, i.e., the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction occurring in the principal
market (or most advantageous market in the absence of a principal market) for an asset or liability at the measurement date.
GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as
follows:
Level 1—inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active
markets.
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable for the
asset or liability, either directly or indirectly.
Level 3—inputs to the valuation methodology are unobservable and reflect the Company’s own assumptions about the
inputs market participants would use in pricing the asset or liability.
Level changes in fair value measurements
Transfers between levels of the fair value hierarchy are generally recognized at the end of each reporting period. The
Company monitors the valuation techniques utilized for each category of financial assets and liabilities to ascertain when
transfers between levels have been affected. The nature of the Company’s financial assets and liabilities generally is such
that transfers in and out of any level are expected to be infrequent. For the quarter ended March 31, 2024, there were no
transfers between levels and no changes in valuation techniques for the Company’s financial assets and liabilities.
23
Assets and liabilities measured at fair value on a recurring basis
Securities available-for-sale
Fair values of securities available for sale were primarily measured using Level 2 inputs. For these securities, the Company
obtains pricing data from third party pricing services. These third party pricing services consider observable data that may
include broker/dealer quotes, market spreads, cash flows, benchmark yields, reported trades for similar securities, market
consensus prepayment speeds, credit information, and the securities’ terms and conditions. On a quarterly basis,
management reviews the pricing data received from the third party pricing services for reasonableness given current market
conditions. As part of its review, management may obtain non-binding third party broker/dealer quotes to validate the fair
value measurements. In addition, management will periodically submit pricing information provided by the third party
pricing services to another independent valuation firm on a sample basis. This independent valuation firm will compare the
prices provided by the third party pricing service with its own prices and will review the significant assumptions and
valuation methodologies used with management.
The following table presents the balances of the assets and liabilities measured at fair value on a recurring basis as of March
31, 2024 and December 31, 2023, respectively, by caption, on the accompanying consolidated balance sheets by ASC 820
valuation hierarchy (as described above).
Quoted Prices in
Significant
Active Markets
Other
Significant
for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
March 31, 2024:
Securities available-for-sale:
Agency obligations
$
Agency MBS
State and political subdivisions
Total securities available-for-sale
Total assets at fair value
$
December 31, 2023:
Securities available-for-sale:
Agency obligations
$
Agency MBS
State and political subdivisions
Total securities available-for-sale
Total assets at fair value
$
Assets and liabilities measured at fair value on a nonrecurring basis
Collateral Dependent Loans
Collateral dependent loans are measured at the fair value of the collateral securing the loan less estimated selling costs. The
fair value of real estate collateral is determined based on real estate appraisals which are generally based on recent sales of
comparable properties which are then adjusted for property specific factors. Non-real estate collateral is valued based on
various sources, including third party asset valuations and internally determined values based on cost adjusted for
depreciation and other judgmentally determined discount factors. Collateral dependent loans are classified within Level 3 of
the hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower's
underlying financial condition.
24
Mortgage servicing rights, net
MSRs, net, included in other assets on the accompanying consolidated balance sheets, are carried at the lower of cost or
estimated fair value. MSRs do not trade in an active market with readily observable prices. To determine the fair value of
MSRs, the Company engages an independent third party. The independent third party’s valuation model calculates the
present value of estimated future net servicing income using assumptions that market participants would use in estimating
future net servicing income, including estimates of mortgage prepayment speeds, discount rates, default rates, costs to
service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees. Periodically, the
Company will review broker surveys and other market research to validate significant assumptions used in the model. The
significant unobservable inputs include mortgage prepayment speeds or the constant prepayment rate (“CPR”) and the
weighted average discount rate. Because the valuation of MSRs requires the use of significant unobservable inputs, all of
the Company’s MSRs are classified within Level 3 of the valuation hierarchy.
The following table presents the balances of the assets and liabilities measured at fair value on a nonrecurring basis as of
March 31, 2024 and December 31, 2023, respectively, by caption, on the accompanying consolidated balance sheets and by
FASB ASC 820 valuation hierarchy (as described above):
Quoted Prices in
Active Markets
Other
Significant
for
Observable
Unobservable
Carrying
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
March 31, 2024:
Loans held for sale
$
Loans, net
(1)
Other assets
(2)
Total assets at fair value
$
December 31, 2023:
Loans, net
(1)
$
Other assets
(2)
Total assets at fair value
$
(1)
Loans considered collateral dependent under ASC 326.
(2)
Represents MSRs, net, carried at lower of cost or estimated fair value.
Quantitative Disclosures for Level 3 Fair Value Measurements
At March 31, 2024 and December 31, 2023, the Company had no Level 3 assets measured at fair value on a recurring basis.
For Level 3 assets measured at fair value on a non-recurring basis at March 31, 2024 and December 31, 2023, the
significant unobservable inputs used in the fair value measurements and the range of such inputs with respect to such assets
are presented below.
Range of
Weighted
Carrying
Significant
Unobservable
Average
(Dollars in thousands)
Amount
Valuation Technique
Unobservable Input
Inputs
of Input
March 31, 2024:
Collateral dependent loans
$
Appraisal
Appraisal discounts
-
%
%
Mortgage servicing rights, net
Discounted cash flow
Prepayment speed or CPR
-
Discount rate
-
December 31, 2023:
Collateral dependent loans
$
Appraisal
Appraisal discounts
-
%
%
Mortgage servicing rights, net
Discounted cash flow
Prepayment speed or CPR
-
Discount rate
-
25
Fair Value of Financial Instruments
ASC 825,
Financial Instruments
, requires disclosure of fair value information about financial instruments, whether or not
recognized on the face of the balance sheet, where it is practicable to estimate that value. The assumptions used in the
estimation of the fair value of the Company’s financial instruments are explained below. Where quoted market prices are
not available, fair values are based on estimates using discounted cash flow analyses. Discounted cash flows can be
significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The
following fair value estimates cannot be substantiated by comparison to independent markets and should not be considered
representative of the liquidation value of the Company’s financial instruments, but rather are good-faith estimates of the fair
value of financial instruments held by the Company. ASC 825 excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements.
The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
Loans, net
Fair values for loans were calculated using discounted cash flows. The discount rates reflected current rates at which similar
loans would be made for the same remaining maturities. Expected future cash flows were projected based on contractual
cash flows, adjusted for estimated prepayments. The fair value of loans was measured using an exit price notion.
Loans held for sale
Fair values of loans held for sale are determined using quoted secondary market prices for similar loans.
Time Deposits
Fair values for time deposits were estimated using discounted cash flows. The discount rates were based on rates currently
offered for deposits with similar remaining maturities.
The carrying value, related estimated fair value, and placement in the fair value hierarchy of the Company’s financial
instruments at March 31, 2024 and December 31, 2023 are presented below. This table excludes financial instruments for
which the carrying amount approximates fair value. Financial assets for which fair value approximates carrying value
included cash and cash equivalents. Financial liabilities for which fair value approximates carrying value included
noninterest-bearing demand deposits, interest-bearing demand deposits, and savings deposits. Fair value approximates
carrying value in these financial liabilities due to these products having no stated maturity. Additionally, financial
liabilities for which fair value approximates carrying value included overnight borrowings such as federal funds purchased
and securities sold under agreements to repurchase.
The following table summarizes our fair value estimates:
Fair Value Hierarchy
Carrying
Estimated
Level 1
Level 2
Level 3
(Dollars in thousands)
amount
fair value
inputs
inputs
Inputs
March 31, 2024:
Financial Assets:
Loans, net (1)
$
$
$
$
$
Loans held for sale
Financial Liabilities:
Time Deposits
$
$
$
$
$
December 31, 2023:
Financial Assets:
Loans, net (1)
$
$
$
$
$
Financial Liabilities:
Time Deposits
$
$
$
$
$
(1) Represents loans, net of allowance for credit losses. The fair value of loans was measured using an exit price notion.
26
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis is designed to provide a better understanding of various factors related to the results
of operations and financial condition of the Company and the Bank. This discussion is intended to supplement and
highlight information contained in the accompanying unaudited condensed consolidated financial statements and related
notes for the quarters ended March 31, 2024 and 2023, as well as the information contained in our Annual Report on Form
10-K for the year ended December 31, 2023.
Special Cautionary Notice Regarding Forward-Looking Statements
Various of the statements made herein under the captions “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”, “Quantitative and Qualitative Disclosures about Market Risk”, “Risk Factors” “Description of
Property” and elsewhere, are “forward-looking statements” within the meaning and protections of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations,
anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks,
uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance,
achievements or financial condition of the Company to be materially different from future results, performance,
achievements or financial condition expressed or implied by such forward-looking statements. You should not expect us to
update any forward-looking statements.
All statements other than statements of historical fact are statements that could be forward-looking statements. You can
identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,”
“should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “designed”, “plan,” “point to,”
“project,” “could,” “intend,” “target” and other similar words and expressions of the future. These forward-looking
statements may not be realized due to a variety of factors, including, without limitation:
●
the effects of future economic, business and market conditions and changes, foreign, domestic and locally,
including inflation, seasonality, natural disasters or climate change, such as rising sea and water levels, hurricanes
and tornados, COVID-19 or other health crises, epidemics or pandemics including supply chain disruptions,
inventory volatility, and changes in consumer behaviors;
●
the effects of war or other conflicts, acts of terrorism, trade restrictions, sanctions or other events that may affect
general economic conditions;
●
governmental monetary and fiscal policies, including the amount and costs of borrowing by the federal
government and its agencies, the continuing effects of COVID-19 fiscal and monetary stimuli, and subsequent
changes in monetary policies in response to inflation, including increases in the Federal Reserve’s target federal
funds rate and reductions in the Federal Reserve’s holdings of securities through quantitative tightening; and the
duration that the Federal Reserve will keep its targeted federal funds rates at or above current rates to meet its long
term inflation target of 2%;
●
legislative and regulatory changes, including changes in banking, securities and tax laws, regulations and rules and
their application by our regulators, including capital and liquidity requirements, and changes in the scope and cost
of FDIC insurance;
●
changes in accounting pronouncements and interpretations, including the required use, beginning January 1,
2023,of Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (ASU) 2016-13,
“Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” as
well as the updates issued since June 2016 (collectively, FASB ASC Topic 326) on Current Expected Credit
Losses(“CECL”), and ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures, which eliminates
troubled debt restructurings (“TDRs”) and related guidance;
27
●
the failure of assumptions and estimates, including those used in the Company’s CECL models to establish our
allowance for credit losses and estimate asset impairments, as well as differences in, and changes to, economic,
market and credit conditions, including changes in borrowers’ credit risks and payment behaviors from those used
in our CECL models and loan portfolio reviews;
●
the risks of changes in market interest rates and the shape of the yield curve on customer behaviors; the levels,
composition and costs of deposits, loan demand and mortgage loan originations; the values and liquidity of loan
collateral, our securities portfolio and interest-sensitive assets and liabilities; and the risks and uncertainty of the
amounts realizable on collateral;
●
the risks of increases in market interest rates creating unrealized losses on our securities available for sale, which
adversely affect our stockholders’ equity for financial reporting purposes and our tangible equity;
●
changes in borrower liquidity and credit risks, and savings, deposit and payment behaviors;
●
changes in the availability and cost of credit and capital in the financial markets, and the types of instruments that
may be included as capital for regulatory purposes;
●
changes in the prices, values and sales volumes of residential and commercial real estate;
●
the effects of competition from a wide variety of local, regional, national and other providers of financial,
investment and insurance services, including the disruptive effects of financial technology and other competitors
who are not subject to the same regulation, including capital, and supervision and examination, as the Company
and the Bank and credit unions, which are not subject to federal income taxation;
●
the timing and amount of rental income from third parties following the June 2022 opening of our new
headquarters;
●
the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of
implementing such transactions, integrating operations as part of these transactions and possible failures to achieve
expected gains, revenue growth and/or expense savings from such transactions;
●
changes in technology or products that may be more difficult, costly, or less effective than anticipated;
●
cyber-attacks and data breaches that may compromise our systems, our vendors’ systems or customers’
information;
●
the risks that our deferred tax assets (“DTAs”) included in “other assets” on our consolidated balance sheets, if
any, could be reduced if estimates of future taxable income from our operations and tax planning strategies are less
than currently estimated, and sales of our capital stock could trigger a reduction in the amount of net operating loss
carry-forwards that we may be able to utilize for income tax purposes;
●
the risks that our dividends, share repurchases and discretionary bonuses are limited by regulation to the
maintenance of a capital conservation buffer of 2.5% and our future earnings and “eligible retained earnings” over
rolling four calendar quarter periods;
●
other factors and risks described under “Risk Factors” herein, in our Annual Report on Form 10-K as of and for
the year ended December 31, 2024 filed with the United States Securities and Exchange Commission (the
“Commission” or “SEC”), and in any of our subsequent reports that we make with the SEC under the Exchange
Act.
All written or oral forward-looking statements that are we make or are attributable to us are expressly qualified in their
entirety by this cautionary notice.
We
have no obligation and do not undertake to update, revise or correct any of the
forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are
made.
28
Summary of Results of Operations
Quarter ended March 31,
(Dollars in thousands, except per share data)
2024
2023
Net interest income (a)
$
6,677
$
7,217
Less: tax-equivalent adjustment
20
108
Net interest income (GAAP)
6,657
7,109
Noninterest income
887
792
Total revenue
7,544
7,901
Provision for credit losses
334
66
Noninterest expense
5,675
5,604
Income tax expense
164
267
Net earnings
$
1,371
$
1,964
Basic and diluted earnings per share
$
0.39
$
0.56
(a) Tax-equivalent. See "Table 1 - Explanation of Non-GAAP Financial Measures."
Financial Summary
The Company’s net earnings were $1.4 million for the first three months of 2024, compared to $2.0 million for the first
three months of 2023. Basic and diluted earnings per share were $0.39 per share for the first three months of 2024,
compared to $0.56 per share for the first three months of 2023.
Net interest income (tax-equivalent) was $6.7 million for the first three months of 2024, a 7% decrease compared to $7.2
million for the first three months of 2023. This decrease was primarily due to a smaller balance sheet and a decrease in the
Company’s net interest margin. The Company’s net interest margin (tax-equivalent) was 3.04% for the first three months
of 2024 compared to 3.17% for the first three months of 2023. This decrease was primarily due to increased cost of funds
which was partially offset by a more favorable asset mix and higher yields on interest earning assets. Average loans for the
first three months of 2024 were $560.9 million, a 12% increase from the first three months of 2023. Average total
securities for the first three months of 2024 were $267.6 million compared to $402.7 million for the first three months of
2023. The decrease was primarily the result of the Company’s balance sheet repositioning strategy in the fourth quarter of
2024. See “Results of Operations – Average Balance Sheet and Interest Rates” and “Net Interest Income and Margin”
below.
At March 31, 2024, the Company’s allowance for credit losses was $7.2 million, or 1.27% of total loans, compared to $6.9
million, or 1.23% of total loans, at December 31, 2023, and $6.8 million, or 1.35% of total loans, at March 31, 2023.
The Company recorded a provision for credit losses during the first three months of 2024 of $0.3 million, compared to $0.1
million during the first three months of 2023. The provision for credit losses under CECL reflects the Company’s
evaluation of its credit risk profile and its future economic outlook and forecasts. Our CECL model is largely influenced by
economic factors including, most notably, the anticipated unemployment rate. The increase in the provision for credit
losses in the first quarter of 2024, as compared to the first quarter of 2023, was related to changes in the composition of,
and increases in, loans as well as the continued uncertainty in the economic environment which impacts the projected
macroeconomic factors used in our CECL modeling.
Noninterest income was $0.9 million in the first three months of 2024, compared to $0.8 million in the first three months of
2023.
Noninterest expense was $5.7 million in the first three months of 2024, compared to $5.6 million for the first three months
of 2023. The increase in noninterest expense was primarily due to routine increases in salaries and benefits expense.
Income tax expense was $0.2 million for the first three months of 2024 compared to $0.3 million for the first three months
of 2023. This decrease was due to a decline in the level of earnings before taxes and the Company’s effective tax rate. The
Company's effective tax rate for the first three months of 2024 was 10.68%, compared to 11.97% in the first three months
of 2023. The Company’s effective income tax rate is affected principally by tax-exempt earnings from the Company’s
investment in municipal securities, bank-owned life insurance (“BOLI”), and New Markets Tax Credits (“NMTCs”).
29
The Company paid cash dividends of $0.27 per share in the first three months of 2024 and 2023 . At March 31, 2024, the
Bank’s regulatory capital ratios were well above the minimum amounts required to be “well capitalized” under current
regulatory standards with a total risk-based capital ratio of 15.69%, a tier 1 leverage ratio of 10.34% and a common equity
tier 1 (“CET1”) ratio of 14.62% at March 31, 2024.
CRITICAL ACCOUNTING POLICIES
The accounting principles we follow and our methods of applying these principles conform with U.S. GAAP and with
general practices within the banking industry. There have been no significant changes to our Critical Accounting Estimates
as described in our Form 10-K.
RESULTS OF OPERATIONS
Average Balance Sheet and Interest Rates
Quarter ended March 31,
2024
2023
Average
Yield/
Average
Yield/
(Dollars in thousands)
Balance
Rate
Balance
Rate
Interest-earning assets:
Loans and loans held for sale
$
560,942
5.01%
$
502,158
4.65%
Securities - taxable
257,229
2.21%
344,884
2.19%
Securities - tax-exempt
10,377
3.64%
57,800
3.59%
Total securities
267,606
2.26%
402,684
2.38%
Federal funds sold
17,980
5.57%
7,314
4.71%
Interest bearing bank deposits
37,790
5.37%
11,607
4.47%
Total interest-earning assets
884,318
4.21%
923,763
3.66%
Interest-bearing liabilities:
Deposits:
NOW
196,648
1.31%
187,566
0.54%
Savings and money market
241,792
0.57%
300,657
0.39%
Time Deposits
199,562
3.20%
155,676
1.51%
Total interest-bearing deposits
638,002
1.62%
643,899
0.70%
Short-term borrowings
1,592
0.51%
3,046
1.11%
Total interest-bearing liabilities
639,594
1.62%
646,945
0.71%
Net interest income and margin (tax-equivalent)
$
6,677
3.04%
$
7,217
3.17%
Net Interest Income and Margin
Net interest income (tax-equivalent) was $6.7 million for the first three months of 2024, a 7% increase compared to $7.2
million for the first three months of 2023. This decrease was primarily due to a decline in the Company’s net interest
margin (tax-equivalent). The Company’s net interest margin (tax-equivalent) was 3.04% in the first three months of 2024
compared to 3.17% in the first three months of 2023. This decrease was primarily due to higher market interest rates,
which increased our cost of funds, generally, and changes in our deposit mix to higher cost interest bearing deposits, which
was partially offset by a more favorable asset mix and higher yields on interest-earning assets. The cost of interest-bearing
liabilities increased to 162 basis points, compared to 71 basis points in the first three months of 2024. Since March 2022,
the Federal Reserve increased the target federal funds range from 0 – 0.25% to 5.25 – 5.50%.
The tax-equivalent yield on total interest-earning assets increased by 55 basis points to 4.21% in the first three months of
2024 compared to 3.66% in the first three months of 2023. This increase was primarily due to the Company’s balance
sheet repositioning strategy in the fourth quarter of 2023, which improved our asset mix, and higher market interest rates on
interest earning assets.
30
The cost of total interest-bearing liabilities increased by 91 basis points to 1.62% in the first three months of 2024
compared to 0.71% in the first three months of 2023. Our deposit costs may continue to increase as the Federal Reserve
maintains or increases its target federal funds rate, market interest rates increase, and as customer behaviors change as a
result of inflation and higher market interest rates, and we compete for deposits against other banks, money market mutual
funds, Treasury securities and other interest bearing alternative investments.
The Company continues to deploy various asset liability management strategies to manage its risks from interest rate
fluctuations. Deposit and loan pricing remain competitive in our markets. We believe this challenging rate environment
will continue throughout 2024. Our ability to compete and manage our deposit costs until our interest-earning assets
reprice and we generate new loans with current market interest rates will be important to our net interest margin during
2024.
Provision for Credit Losses
On January 1, 2023, we adopted ASC 326 and its CECL methodology, which requires us to estimate all expected credit
losses over the remaining life of our loans. Accordingly, the provision for credit losses represents a charge to earnings
necessary to establish an allowance for credit losses that, in management's evaluation, is adequate to provide coverage for
all expected credit losses. The Company recorded a provision for credit losses during the first three months of 2024 of $0.3
million, compared to $0.1 million during the first three months of 2023. Provision expense is affected by organic loan
growth in our loan portfolio, our internal assessment of the credit quality of the loan portfolio, our expectations about future
economic conditions and net charge-offs. Our CECL model is largely influenced by economic factors including, most
notably, the anticipated unemployment rate, which may be affected by monetary policy. The increase in the provision for
credit losses in the first quarter of 2024, as compared to the first quarter of 2023, was related to changes in the composition
of, and increases in, loans as well as the continued uncertainty in the economic environment which impacts the projected
macroeconomic factors used in our CECL modeling.
Our allowance for credit losses reflects an amount we believe appropriate, based on our allowance assessment
methodology, to adequately cover all expected credit losses as of the date the allowance is determined. At March 31, 2024,
the Company’s allowance for credit losses was $7.2 million, or 1.27% of total loans, compared to $6.9 million, or 1.23% of
total loans, at December 31, 2023, and $6.8 million, or 1.35% of total loans, at March 31, 2023.
Noninterest Income
Quarter ended March 31,
(Dollars in thousands)
2024
2023
Service charges on deposit accounts
$
156
$
154
Mortgage lending income
150
93
Bank-owned life insurance
102
156
Other
479
389
Total noninterest income
$
887
$
792
The Company’s income from mortgage lending is primarily attributable to the (1) origination and sale of mortgage loans
and (2) servicing of mortgage loans. Origination income, net, is comprised of gains or losses from the sale of the mortgage
loans originated, origination fees, underwriting fees, and other fees associated with the origination of loans, which are
netted against the commission expense associated with these originations. The Company’s normal practice is to originate
mortgage loans for sale in the secondary market and to either sell or retain the associated MSRs when the loan is sold.
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage loan is sold.
Subsequent to the date of transfer, the Company has elected to measure its MSRs under the amortization method. Servicing
fee income is reported net of any related amortization expense.
The Company evaluates MSRs for impairment on a quarterly basis. Impairment is determined by grouping MSRs by
common predominant characteristics, such as interest rate and loan type. If the aggregate carrying amount of a particular
group of MSRs exceeds the group’s aggregate fair value, a valuation allowance for that group is established. The valuation
allowance is adjusted as the fair value changes. An increase in mortgage interest rates typically results in an increase in the
fair value of the MSRs while a decrease in mortgage interest rates typically results in a decrease in the fair value of MSRs.
31
The following table presents a breakdown of the Company’s mortgage lending income.
Quarter ended March 31,
(Dollars in thousands)
2024
2023
Origination income, net
$
57
$
4
Servicing fees, net
93
89
Total mortgage lending income
$
150
$
93
Income from bank-owned life insurance was $102 thousand and $156 thousand for the first three months of 2024 and 2023,
respectively. Excluding a $52 thousand non-taxable death benefit received during the first three months of 2023, income
from bank-owned life insurance would have been $104 thousand for the first three months of 2023.
Other noninterest income was $479 thousand for the first three months of 2024, compared to $389 thousand for the first
three months of 2023. The increase in other noninterest income was primarily due to increased fee income on one-way sell
reciprocal deposits sold through the Intrafi network.
Noninterest Expense
Quarter ended March 31,
(Dollars in thousands)
2024
2023
Salaries and benefits
$
3,071
$
2,927
Net occupancy and equipment
763
799
Professional fees
326
338
Other
1,515
1,540
Total noninterest expense
$
5,675
$
5,604
The increase in salaries and benefits was primarily due to routine annual increases in salaries and wages.
The decrease in other noninterest expense was primarily due to the Company’s adoption of FASB ASU 2023-02
Investments – Equity Method and Joint Ventures (Topic 323) which allows the proportional amortization method for our
NMTC investments on January 1, 2024. With the adoption of this ASU, amortization of NMTCs are now included in
income tax expense. During the first three months of 2023, other noninterest expense included $105 thousand related to
our equity method investment in NMTCs.
Income Tax Expense
Income tax expense was $0.2 million for the first three months of 2024 compared to $0.3 million for the first three months
of 2023. This decrease was due to declines in earnings before taxes and the Company’s effective tax rate. The Company’s
effective income tax rate for the first three months of 2024 was 10.68 %, compared to 11.97% in the first three months of
2023. The Company’s effective income tax rate is principally impacted by tax-exempt earnings from the Company’s
investments in municipal securities, bank-owned life insurance, and New Mark ets Tax Credits.
BALANCE SHEET ANALYSIS
Securities
Securities available-for-sale were $260.8 million at March 31, 2024, compared to $270.9 million at December 31, 2023.
This decrease reflects a $7.2 million decrease in the amortized cost basis of securities available -for-sale and a decrease in
the fair value of securities available-for-sale of $2.9 million. The average annualized tax-equivalent yields earned on total
securities were 2.26% in the first quarter of 2024 and 2.39% in the first quarter of 2023.
32
Loans
2024
2023
First
Fourth
Third
Second
First
(In thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
Commercial and industrial
$
78,920
73,374
66,014
61,880
59,602
Construction and land development
58,909
68,329
70,129
63,874
66,500
Commercial real estate
300,484
287,307
281,964
275,801
267,962
Residential real estate
118,240
117,457
117,150
109,834
101,975
Consumer installment
10,967
10,827
10,353
9,022
9,002
Total loans
$
567,520
557,294
545,610
520,411
505,041
Total loans were $567.5 million at March 31, 2024, a 2% increase compared to $557.3 million at December 31, 2023. Four
loan categories represented the majority of the loan portfolio at March 31, 2024: commercial real estate (53%), residential
real estate (21%), commercial and industrial (14%) and construction and land development (10%). Approximately 21% of
the Company’s commercial real estate loans were classified as owner-occupied at March 31, 2024.
Within the residential real estate portfolio segment, the Company had junior lien mortgages of approximately $9.2 million,
or 2% of total loans, and $8.7 million, or 2%, of total loans at March 31, 2024 and December 31, 2023, respectively. For
residential real estate mortgage loans with a consumer purpose, the Company had no loans that required interest only
payments at March 31, 2024 and December 31, 2023. The Company’s residential real estate mortgage portfolio does not
include any option or hybrid ARM loans, subprime loans, or any material amount of other consumer mortgage products
which are generally viewed as high risk.
The average yield earned on loans and loans held for sale was 5.01% in the first quarter of 2024 and 4.65% in the first
quarter of 2023.
The specific economic and credit risks associated with our loan portfolio include, but are not limited to, the effects of
current economic conditions, including inflation and the continuing increases in market interest rates, remaining COVID-19
pandemic effects including supply chain disruptions, reduced commercial office occupancy levels, housing supply
shortages and inflation on our borrowers’ cash flows, real estate market sales volumes and liquidity, valuations used in
making loans and evaluating collateral, reduced credit availability , (especially for commercial real estate) generally and
higher costs of financing properties, which reduce the transaction and dollar volumes of commercial real estate property
sales. Other risks we face include, among other things, real estate industry concentrations, competitive pressures from a
wide range of other lenders, deterioration in certain credits, interest rate fluctuations, reduced collateral values or non-
existent collateral, title defects, inaccurate appraisals, financial deterioration of borrowers, fraud, and any violation of
applicable laws and regulations. Various projects financed earlier that were based on lower interest rate assumptions than
currently in effect may not be as profitable or successful at the higher interest rates currently in effect and currently
expected in the future.
The Company attempts to reduce these economic and credit risks through its loan-to-value guidelines for collateralized
loans, investigating the creditworthiness of borrowers and monitoring borrowers’ financial position. Also, we have
established and periodically review, lending policies and procedures. Banking regulations limit a bank’s credit exposure by
prohibiting unsecured loan relationships that exceed 10% of its capital; or 20% of capital, if loans in excess of 10% of
capital are fully secured. Under these regulations, we are prohibited from having secured loan relationships in excess of
approximately $22.3 million. Furthermore, we have an internal limit for aggregate credit exposure (loans outstanding plus
unfunded commitments) to a single borrower of $20.1 million. Our loan policy requires that the Loan Committee of the
Board of Directors approve any loan relationships that exceed this internal limit. At March 31, 2024, the Bank had one
loan relationship exceeding our internal limit.
33
We periodically analyze our commercial and industrial and commercial real estate loan portfolios to determine if a
concentration of credit risk exists in any one or more industries. We use classification systems broadly accepted by the
financial services industry in order to categorize our commercial borrowers. Loan concentrations to borrowers in the
following classes exceeded 25% of the Bank’s total risk -based capital at March 31, 2024 and December 31, 2023.
March 31,
December 31,
(Dollars in thousands)
2024
2023
Lessors of 1-4 family residential properties
$
58,427
$
56,912
Multi-family residential properties
45,634
45,841
Hotel/motel
38,822
39,131
Office Buildings
27,897
30,871
Allowance for Credit Losses
On January 1, 2023, we adopted ASC 326 and its CECL methodology, which requires us to estimate all expected credit
losses over the remaining life of our loan portfolio. Accordingly, beginning in 2023, the allowance for credit losses
represents an amount that, in management's evaluation, is adequate to provide coverage for all expected future credit losses
on outstanding loans. As of March 31, 2024 and December 31, 2023, our allowance for credit losses was approximately
$7.2 million and $6.9 million, respectively, which our management believes to be adequate at each of the respective dates.
Our allowance for credit losses as a percentage of total loans was 1.27% at March 31, 2024, compared to 1.23% at
December 31, 2023.
Our CECL models rely largely on projections of macroeconomic conditions to estimate future credit losses.
Macroeconomic factors used in the model include the Alabama unemployment rate, the Alabama home price index, the
national commercial real estate price index and the Alabama gross state product. Projections of these macroeconomic
factors, obtained from an independent third party, are utilized to predict quarterly rates of default.
Under the CECL methodology the allowance for credit losses is measured on a collective basis for pools of loans with
similar risk characteristics, and for loans that do not share similar risk characteristics with the collectively evaluated pools,
evaluations are performed on an individual basis. Losses are predicted over a period of time determined to be reasonable
and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages.
At March 31, 2024, reasonable and supportable periods of 4 quarters were utilized followed by an 8 quarter straight line
reversion period to long term averages.
A summary of the changes in the allowance for credit losses and certain asset quality ratios for the first quarter of 2024 and
the previous four quarters is presented below.
2024
2023
First
Fourth
Third
Second
First
(Dollars in thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
Balance at beginning of period
$
6,863
6,778
6,634
6,821
5,765
Impact of adopting ASC 326
—
—
—
—
1,019
Charge-offs:
Commercial and industrial
—
(164)
—
—
—
Consumer installment
(24)
(20)
(18)
(56)
(11)
Total charge -offs
(24)
(184)
(18)
(56)
(11)
Recoveries
91
11
4
200
8
Net recoveries (charge-offs)
67
(173)
(14)
144
(3)
Provision for credit losses
285
258
158
(331)
40
Ending balance
$
7,215
6,863
6,778
6,634
6,821
as a % of loans
1.27
%
1.23
1.24
1.27
1.35
as a % of nonperforming loans
822
%
753
559
577
255
Net (recoveries) charge-offs as % of average loans (a)
(0.05)
%
0.13
0.01
(0.11)
—
(a) Net (recoveries) charge-offs are annualized.
34
The allowance for credit losses by loan category for the first quarter of 2024 and the previous four quarters is presented
below.
2024
2023
First Quarter
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
(Dollars in thousands)
Amount
%*
Amount
%*
Amount
%*
Amount
%*
Amount
%*
Commercial and industrial
$
1,415
13.9
$
1,288
13.2
$
1,215
12.1
$
1,198
11.9
$
1,232
11.8
Construction and land
development
840
10.4
960
12.3
1,073
12.9
1,005
12.3
1,021
13.2
Commercial real estate
4,202
53.0
3,921
51.5
3,803
51.6
3,788
53.0
3,966
53.0
Residential real estate
613
20.8
546
21.1
551
21.5
529
21.1
497
20.2
Consumer installment
145
1.9
148
1.9
136
1.9
114
1.7
105
1.8
Total allowance for credit losses
$
7,215
$
6,863
$
6,778
$
6,634
$
6,821
* Loan balance in each category expressed as a percentage of total loans.
Nonperforming Assets
At March 31, 2024 and December 31, 2023, the Company had $0.9 million in nonperforming assets.
The table below provides information concerning total nonperforming assets and certain asset quality ratios for the first
quarter of 2024 and the previous four quarters.
2024
2023
First
Fourth
Third
Second
First
(Dollars in thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
Nonperforming assets:
Nonaccrual loans
$
878
911
1,213
1,149
2,680
Total nonperforming assets
$
878
911
1,213
1,149
2,680
as a % of loans and other real estate owned
0.15
%
0.16
0.22
0.22
0.53
as a % of total assets
0.09
%
0.09
0.12
0.11
0.26
Nonperforming loans as a % of total loans
0.15
%
0.16
0.22
0.22
0.53
The table below provides information concerning the composition of nonaccrual loans for the first quarter of 2024 and the
previous four quarters.
2024
2023
First
Fourth
Third
Second
First
(In thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
Nonaccrual loans:
Commercial and industrial
$
—
—
162
178
432
Commercial real estate
765
783
801
819
2,103
Residential real estate
97
128
250
152
135
Consumer installment
16
—
—
—
10
Total nonaccrual loans
$
878
911
1,213
1,149
2,680
The Company discontinues the accrual of interest income when (1) there is a significant deterioration in the financial
condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is
90 days or more past due, unless the loan is both well-secured and in the process of collection .
The Company had no loans 90 days or more past due and still accruing at March 31, 2024 and December 31, 2023,
respectively.
The Company had no OREO at March 31, 2024 or December 31, 2023.
35
Deposits
March 31,
December 31,
(In thousands)
2024
2023
Noninterest bearing demand
$
263,484
270,723
NOW
197,044
190,724
Money market
160,980
148,040
Savings
87,562
88,541
Certificates of deposit under $250,000
101,186
100,572
Certificates of deposit and other time deposits of $250,000 or more
89,417
97,643
Total deposits
$
899,673
896,243
Total deposits were $899.7 million at March 31, 2024, compared to $896.2 million at December 31, 2023. At March 31,
2024, the Company had $48.9 million of reciprocal deposits sold, compared to $59.0 million at December 31, 2023.
Noninterest-bearing deposits were $263.5 million, or 29% of total deposits, at March 31, 2024, compared to $270.7 million,
or 30% of total deposits at December 31, 2023.
The average rate paid on total interest-bearing deposits was 1.62% in the first quarter of 2024 , compared to 0.70% in first
quarter of 2023.
At March 31, 2024, estimated uninsured deposits totaled $351.5 million, or 39% of total deposits, compared to $356.3
million, or 40% of total deposits at December 31, 2023. During 2023, the Bank began participating in the Certificates of
Deposit Account Registry Service (the “CDARS”) and the Insured Cash Sweep product (“ICS”), which provide for
reciprocal (“two-way”) transactions among banks facilitated by IntraFi for the purpose of improving the FDIC insurance
coverage for our depositors. The total of reciprocal deposits at March 31, 2024 was $10.6 million, compared to none at
December 31, 2023. Uninsured amounts are estimated based on the portion of account balances in excess of FDIC
insurance limits. The Bank’s uninsured deposits at March 31, 2024 and December 31, 2023 include approximately $215.0
million and $206.2 million, respectively, of deposits of state, county and local governments that are collateralized by
securities having an equal fair value to such deposits.
The estimated uninsured time deposits by maturity as of March 31, 2024 is presented below.
(Dollars in thousands)
March 31, 2024
Maturity of:
3 months or less
$
15,297
Over 3 months through 6 months
25,558
Over 6 months through 12 months
20,461
Over 12 months
2,598
Total estimated uninsured time deposits
$
63,914
The FDIC issued a special assessment of 3.36 basis points for a projected eight quarters on large banks with more than $5
billion of uninsured deposits as a result of the systemic risk determination to insure all depositors in connection with the
March 2023 failures of Silicon Valley Bank and Signature Bank. These special assessments do not apply to the Bank.
Other Borrowings and Available Credit
The Company had no long-term debt at March 31, 2024 and December 31, 2023. The Bank utilizes short and long-term
non-deposit borrowings from time to time. Short-term borrowings generally consist of federal funds purchased and
securities sold under agreements to repurchase with an original maturity of one year or less. The Bank had available federal
funds lines totaling $61.0 million with no federal funds borrowings outstanding at March 31, 2024, and December 31,
2023, respectively. Securities sold under agreements to repurchase, which were entered into on behalf of certain customers
totaled $1.5 million at March 31, 2024 and December 31, 2023, respectively . At March 31, 2024 and December 31, 2023,
the Bank had no borrowings from the Federal Reserve discount window and never had any borrowings under the Federal
Reserve’s Bank Term Facility Program (“BTFP”). The BTFP ceased making new loans on March 11, 2024.
36
The Bank is a member of the FHLB of Atlanta and has borrowed, and may in the future borrow from time to time under the
FHLB of Atlanta’s advance program to obtain funding for its growth. FHLB advances include both fixed and variable
terms and are taken out with varying maturities, and are generally secured by eligible assets. The Bank had no borrowings
under FHLB of Atlanta’s advance prog ram at March 31, 2024 and December 31, 2023, respectively. At those dates, the
Bank had $293.2 million and $309.1 million, respectively, of available lines of credit at the FHLB of Atlanta. Advances
include both fixed and variable interest rates and varying maturities may be used.
The average rate paid on the Bank’s short-term borrowings was 0.51% in the first quarter of 2024 compared to 1.11% in the
first quarter of 2023.
CAPITAL ADEQUACY
The Company’s consolidated stockholders’ equity was $74.5 million and $76.5 million as of March 31, 2024 and
December 31, 2023, respectively. The decrease from December 31, 2023 was primarily driven by an other comprehensive
loss due to the change in unrealized gains/losses on securities available-for-sale, net of tax of $2.2 million, cash dividends
of $0.9 million, and the cumulative effect of adopting NMTC accounting standard of $0.3 million, partially offset by net
earnings of $1.4 million. Total unrealized losses, net of tax, on available-for-sale securities increased from $29.0 million
on December 31, 2023 to $31.2 million March 31, 2024. These unrealized losses do not affect the Bank’s capital for
regulatory capital purposes.
The Company paid cash dividends of $0.27 per share for both the first quarter of 2024 and first quarter of 2023.
On January 1, 2015, the Company and Bank became subject to the rules of the Basel III regulatory capital framework and
related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules included the implementation of a
capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. The capital
conservation buffer was subject to a three-year phase-in period that began on January 1, 2016 and was fully phased-in on
January 1, 2019 at 2.5%. A banking organization with a conservation buffer of less than the required amount will be
subject to limitations on capital distributions, including dividend payments and certain discretionary bonus payments to
executive officers. At March 31, 2024, the Bank’s ratio was sufficient to meet the fully phased-in conservation buffer, and
did not limit capital distributions or discretionary bonuses.
On August 26, 2020, the Federal Reserve and the other federal banking regulators adopted a final rule that amended the
capital conservation buffer. The new rule revises the definition of “eligible retained income” for purposes of the maximum
payout ratio to allow banking organizations to more freely use their capital buffers to promote lending and other financial
intermediation activities, by making the limitations on capital distributions more gradual. The eligible retained income is
now the greater of (i) net income for the four preceding quarters, net of distributions and associated tax effects not reflected
in net income; and (ii) the average of all net income over the preceding four quarters. This rule only affects the capital
buffers, and banking organizations were encouraged to make prudent capital distribution decisions.
The Federal Reserve has treated us as a “small bank holding company’ under the Federal Reserve’s Small Bank Holding
Company Policy. Accordingly, our capital adequacy is evaluated at the Bank level, and not for the Company and its
consolidated subsidiaries. The Bank’s tier 1 leverage ratio was 10.34%, CET1 risk-based capital ratio was 14.62%, tier 1
risk-based capital ratio was 14.62%, and total risk-based capital ratio was 15.69% at March 31, 2024. These ratios exceed
the minimum regulatory capital percentages of 5.0% for tier 1 leverage ratio, 6.5% for CET1 risk-based capital ratio, 8.0%
for tier 1 risk-based capital ratio, and 10.0% for total risk-based capital ratio to be considered “well capitalized.” The
Bank’s capital conservation buffer was 7.69% at March 31, 2024.
On July 27, 2023, the Federal Reserve, the Comptroller of the Currency and the FDIC issued a joint notice of proposed
rulemaking to implement the Basel III endgame components. The proposal which is subject to public comment and change
only applies to banks and holding companies with $100 billion or more of assets. The proposal includes provisions dealing
with:
●
Credit risk, which arises from the risk that an obligor fails to perform on an obligation;
●
Credit risk, which arises from the risk than an obligor fails to perform on an obligation;
●
Market risk, which results from changes in the value of trading positions;
●
Operational risk, which is the risk of losses resulting from inadequate or failed internal process, people, and
systems, or from external events; and
●
Credit valuation adjustment risk, which results from the risk of losses on certain derivative contracts.
The Basel III endgame regulatory proposals are not applicable to the Company or the Bank .
37
MARKET AND LIQUIDITY RISK MANAGEMENT
Management’s objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within
the framework of established liquidity, loan, investment, borrowing, and capital policies. The Bank’s Asset Liability
Management Committee (“ALCO”) is charged with the responsibility of monitoring these policies, which are designed to
ensure an acceptable asset/liability composition. Two critical areas of focus for ALCO are interest rate risk and liquidity
risk management.
Interest Rate Risk Management
In the normal course of business, the Company is exposed to market risk arising from fluctuations in interest rates. ALCO
measures and evaluates interest rate risk so that the Bank can meet customer demands for various types of loans and
deposits. Measurements used to help manage interest rate sensitivity include an earnings simulation model and an economic
value of equity (“EVE”) model.
Earnings simulation
. Management believes that interest rate risk is best estimated by our earnings simulation modeling.
Forecasted levels of earning assets, interest-bearing liabilities, and off -balance sheet financial instruments are combined
with ALCO forecasts of market interest rates for the next 12 months and other factors in order to produce various earnings
simulations and estimates. To help limit interest rate risk, we have guidelines for earnings at risk which seek to limit the
variance of net interest income from gradual changes in interest rates. For changes up or down in rates from management’s
flat interest rate forecast over the next 12 months, policy limits for net interest income variances are as follows:
●
+/- 20% for a gradual change of 400 basis points
●
+/- 15% for a gradual change of 300 basis points
●
+/- 10% for a gradual change of 200 basis points
●
+/- 5% for a gradual change of 100 basis points
While a gradual change in interest rates was used in the above analysis to provide an estimate of exposure under these
scenarios, our modeling under both a gradual and instantaneous change in interest rates indicates our balance sheet is
liability sensitive over the forecast period of 12 months.
At March 31, 2024, our earnings simulation model indicated that we were in compliance with the policy guidelines noted
above.
Economic Value of Equity
. EVE measures the extent that the estimated economic values of our assets, liabilities, and off-
balance sheet items will change as a result of interest rate changes. Economic values are estimated by discounting expected
cash flows from assets, liabilities, and off-balance sheet items, which establishes a base case EVE. In contrast with our
earnings simulation model, which evaluates interest rate risk over a 12-month timeframe, EVE uses a terminal horizon
which allows for the re-pricing of all assets, liabilities, and off-balance sheet items. Further, EVE is measured using values
as of a point in time and does not reflect any actions that ALCO might take in responding to or anticipating changes in
interest rates, or market and competitive conditions. To help limit interest rate risk, we have stated policy guidelines for an
instantaneous basis point change in interest rates, such that our EVE should not decrease from our base case by more than
the following:
●
35% for an instantaneous change of +/- 400 basis points
●
30% for an instantaneous change of +/- 300 basis points
●
25% for an instantaneous change of +/- 200 basis points
●
15% for an instantaneous change of +/- 100 basis points
At March 31, 2024, our EVE model indicated that we were in compliance with our policy guidelines.
38
Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by
changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities
may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest
rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have
similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates, and other
economic and market factors, including market perceptions. Interest rates on certain types of assets and liabilities fluctuate
in advance of changes in general market rates, while interest rates on other types of assets and liabilities may lag behind
changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally
referred to as “interest rate caps and floors”) which limit changes in interest rates. Prepayments and early withdrawal levels
also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many
borrowers to service their debts also may decrease during periods of rising interest rates or economic stress, which may
differ across industries and economic sectors. ALCO reviews each of the above interest rate sensitivity analyses along with
several different interest rate scenarios in seeking satisfactory, consistent levels of profitability within the framework of the
Company’s established liquidity, loan, investment, borrowing, and capital policies.
The Company may also use derivative financial instruments to improve the balance between interest-sensitive assets and
interest-sensitive liabilities, and as a tool to manage interest rate sensitivity while continuing to meet the credit and deposit
needs of our customers. From time to time, the Company also may enter into back-to-back interest rate swaps to facilitate
customer transactions and meet their financing needs. These interest rate swaps qualify as derivatives, but are not
designated as hedging instruments. At March 31, 2024 and December 31, 2023, the Company had no derivative contracts
designated as part of a hedging relationship to assist in managing its interest rate sensitivity.
Liquidity Risk Management
Liquidity is the Company’s ability to convert assets into cash equivalents in order to meet daily cash flow requirements,
primarily for deposit withdrawals, loan demand and maturing obligations. The Company seeks to manage its liquidity to
manage or reduce its costs of funds by maintaining liquidity believed adequate to meet its anticipated funding needs, while
balancing against excessive liquidity that likely would reduce earnings due to the cost of foregoing alternative higher-
yielding assets.
Liquidity is managed at two levels. The first is the liquidity of the Company. The second is the liquidity of the Bank. The
management of liquidity at both levels is essential, because the Company and the Bank are separate and distinct legal
entities with different funding needs and sources, and each are subject to regulatory guidelines and requirements. The
Company depends upon dividends from the Bank for liquidity to pay its operating expenses, debt obligations and
dividends. The Bank’s payment of dividends depends on its earnings, liquidity, capital and the absence of regulatory
restrictions on such dividends.
The primary source of funding and liquidity for the Company has been dividends received from the Bank. If needed, the
Company could also borrow money, or issue common stock or other securities. Primary uses of funds by the Company
include payment of Company expenses, dividends paid to stockholders and Company stock repurchases.
Primary sources of funding for the Bank include customer deposits, other borrowings, interest payments on earning assets,
repayment and maturity of securities and loans, sales of securities, and the sale of loans, particularly residential mortgage
loans. The Bank has access to federal funds lines from various banks and borrowings from the Federal Reserve discount
window. In addition to these sources, the Bank is eligible to participate in the FHLB of Atlanta’s advance program to obtain
funding for growth and liquidity. Advances include both fixed and variable terms and may be taken out with varying
maturities. At March 31, 2024, the Bank had no FHLB of Atlanta advances outstanding and available credit from the FHLB
of $293.2 million. At March 31, 2024, the Bank also had $61.0 million of available federal funds lines with no borrowings
outstanding. Primary uses of funds include repayment of maturing obligations and growing the loan portfolio.
Management believes that the Company and the Bank have adequate sources of liquidity to meet all their respective known
contractual obligations and unfunded commitments, including loan commitments and reasonably expected borrower,
depositor, and creditor requirements over the next twelve months.
39
Off-Balance Sheet Arrangements, Commitments, Contingencies and Contractual Obligations
At March 31, 2024, the Bank had outstanding standby letters of credit of $0.6 million and unfunded loan commitments
outstanding of $69.1 million. Because these commitments generally have fixed expiration dates and many will expire
without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed, to
fund these outstanding commitments, the Bank could liquidate federal funds sold or a portion of our securities available-
for-sale, or draw on its available credit facilities or raise deposits.
Mortgage lending activities
We generally sell residential mortgage loans in the secondary market to Fannie Mae while retaining the servicing of these
loans. The sale agreements for these residential mortgage loans with Fannie Mae and other investors include various
representations and warranties regarding the origination and characteristics of the residential mortgage loans. Although the
representations and warranties vary among investors, they typically cover ownership of the loan, validity of the lien
securing the loan, the absence of delinquent taxes or liens against the property securing the loan, compliance with loan
criteria set forth in the applicable agreement, compliance with applicable federal, state, and local laws, among other
matters.
As of March 31, 2024, the aggregate unpaid principal balance of residential mortgage loans, which we have originated and
sold, but retained the servicing rights, was $214.0 million. Although these loans are generally sold on a non-recourse basis,
we may be obligated to repurchase residential mortgage loans or reimburse investors for losses incurred (make whole
requests) if a loan review reveals a potential breach of seller representations and warranties. Upon receipt of a repurchase
or make whole request, we work with investors to arrive at a mutually agreeable resolution. Repurchase and make whole
requests are typically reviewed on an individual loan by loan basis to validate the claims made by the investor and to
determine if a contractually required repurchase or make whole event has occurred. We seek to reduce and manage the risks
of potential repurchases, make whole requests, or other claims by mortgage loan investors through our underwriting and
quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards.
The Company was not required to repurchase any loans during the first quarter of 2024 as a result of representation and
warranty provisions contained in the Company’s sale agreements with Fannie Mae, and had no pending repurchase or
make-whole requests at March 31, 2024.
We service all residential mortgage loans originated and sold by us to Fannie Mae. As servicer, our primary duties are to:
(1) collect payments due from borrowers; (2) advance certain delinquent payments of principal and interest; (3) maintain
and administer any hazard, title, or primary mortgage insurance policies relating to the mortgage loans; (4) maintain any
required escrow accounts for payment of taxes and insurance and administer escrow payments; and (5) foreclose on
defaulted mortgage loans or take other actions to mitigate the potential losses to investors consistent with the agreements
governing our rights and duties as servicer.
The agreements under which we act as servicer generally specifies standard s of responsibility for actions taken by us in
such capacity and provides protection against expenses and liabilities incurred by us when acting in compliance with the
respective servicing agreements. However, if we commit a material breach of our obligations as servicer, we may be
subject to termination if the breach is not cured within a specified period following notice. The standards governing
servicing and the possible remedies for violations of such standards are determined by our agreements with Fannie Mae and
Fannie Mae’s mortgage servicing guides. Remedies could include repurchase of an affected loan.
Although repurchase and make whole requests related to representation and warranty provisions and servicing activities
have been limited to date, it is possible that requests to repurchase mortgage loans or reimburse investors for losses incurred
(make whole requests) may increase in frequency if investors more aggressively pursue all means of recovering losses on
their purchased loans. As of March 31, 2024, we do not believe that this exposure is material due to the historical level of
repurchase requests and loss trends, in addition to the fact that 99% of our residential mortgage loans serviced for Fannie
Mae were current as of such date. We maintain ongoing communications with our investors and will continue to evaluate
this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in our investor
portfolios.
The Bank sells mortgage loans to Fannie Mae and services these on an actual/actual basis. As a result, the Bank is not
obligated to make any advances to Fannie Mae on principal and interest on such mortgage loans where the borrower is
entitled to forbearance.
40
Effects of Inflation and Changing Prices
The consolidated financial statements and related consolidated financial data presented herein have been prepared in
accordance with GAAP and practices within the banking industry which require the measurement of financial position and
operating results in terms of historical dollars without considering the changes in the relative purchasing power of money
over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution
are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance
than the effects of general levels of inflation.
Inflation can affect our noninterest expenses. It also can affect our customers’ behaviors, and can affect the interest rates we
have to pay on our deposits and other borrowings, and the interest rates we earn on our earning assets. The difference
between our interest expense and interest income is also affected by the shape of the yield curve and the speeds at which
our assets and liabilities, respectively, reprice in response to interest rate changes. The yield curve continued to be inverted
on March 31, 2024, which means shorter term interest rates are higher than longer interest rates. This results in a lower
spread between our costs of funds and our interest income. In addition, net interest income could be affected by
asymmetrical changes in the different interest rate indexes, given that not all of our assets or liabilities are priced with the
same index. Higher market interest rates and reductions in the securities held by the Federal Reserve to reduce inflation
generally reduce economic activity and may reduce loan demand and growth. Inflation and related changes in market
interest rates, as the Federal Reserve acts to meet its long term inflation goal of 2%, also can adversely affect the values and
liquidity of our loans and securities, the value of collateral for our loans, and the success of our borrowers and such
borrowers’ available cash to pay interest on and principal of our loans to them.
Inflation has been running at levels unseen in decades and, while it has declined towards the end of 2023, it has been
persistent through March 31, 2024 and remains above the Federal Reserve’s long term inflation goal of 2.0% annually.
Beginning in March 2022, the Federal Reserve has been raising target federal funds interest rates and reducing its securities
holdings in an effort to reduce inflation. During 2022, the Federal Reserve increased the target federal funds range from 0 –
0.25% to 4.25 – 4.50%. The target federal funds rate was increased another 25 basis points on each of January 31, March 7,
May 3 and July 26, 2023 to 5.25-5.50%, and further increases in the target federal funds rate may be made if inflation
remains elevated. The Federal Reserve has indicated it will maintain higher target rates and restrictive monetary policy to
meet its goals of (i) 2% target inflation rate over the longer term and (ii) maximum employment goals. Following its May
1, 2024 meeting, the Federal Reserve’s Open Market Committee (“FOMC”) reaffirmed its commitment to the 2% inflation
objective and announced that it “does not expect it will be appropriate to reduce the target range until it has gained greater
confidence that inflation is moving substantially toward 2%.” Further, the FOMC reduced its monthly reduction of
Treasury securities from $60 billion to $25 billion, and was maintaining the monthly reduction on agency debt and agency
mortgage-backed securities at $35 billion.
Our deposit costs may increase as the Federal Reserve increases its target federal funds rate, market interest rates increase,
and as customer savings behaviors change as a result of inflation and customers seek higher market interest rates on
deposits and other alternative investments. Monetary efforts to control inflation may also affect unemployment which is an
important component in our CECL model used to estimate our allowance for credit losses.
CURRENT ACCOUNTING DEVELOPMENTS
The following ASU has been issued by the FASB but is not yet effective.
●
ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax disclosures
Information about this pronouncement is described in more detail below.
ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures,
The amendments in this Update
enhance the transparency and decision usefulness of income tax disclosures. For public business entities, the new standard
is effective for annual periods beginning after December 15, 2024. The Company does not expect the new standard to have
a material impact on the Company’s consolidated financial statements.
41
Table 1 – Explanation of Non-GAAP Financial Measures
In addition to results presented in accordance with U.S. generally accepted accounting principles (GAAP), this quarterly
report on Form 10-Q includes certain designated net interest income amounts presented on a tax-equivalent basis, a non-
GAAP financial measure, including the presentation and calculation of the efficiency ratio.
The Company believes the presentation of net interest income on a tax-equivalent basis provides comparability of net
interest income from both taxable and tax-exempt sources and facilitates comparability within the industry. Although the
Company believes these non-GAAP financial measures enhance investors’ understanding of its business and performance,
these non-GAAP financial measures should not be considered an alternative to GAAP. The reconciliations of these non-
GAAP financial measures to their most directly comparable GAAP financial measures are presented below.
2024
2023
First
Fourth
Third
Second
First
(in thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
Net interest income (GAAP)
$
6,657
6,059
6,272
6,888
7,109
Tax-equivalent adjustment
20
95
108
106
108
Net interest income (Tax -equivalent)
$
6,677
6,154
6,380
6,994
7,217
42
Table 2 - Selected Quarterly Financial Data
2024
2023
First
Fourth
Third
Second
First
(Dollars in thousands, except per share amounts)
Quarter
Quarter
Quarter
Quarter
Quarter
Results of Operations
Net interest income (a)
$
6,677
6,154
6,380
6,994
7,217
Less: tax-equivalent adjustment
20
95
108
106
108
Net interest income (GAAP)
6,657
6,059
6,272
6,888
7,109
Noninterest income
887
(5,429)
865
791
792
Total revenue
7,544
630
7,137
7,679
7,901
Provision for credit losses
334
326
105
(362)
66
Noninterest expense
5,675
5,803
5,362
5,825
5,604
Income tax expense
164
(1,514)
182
288
267
Net earnings
$
1,371
(3,985)
1,488
1,928
1,964
Per share data:
Basic and diluted net earnings
$
0.39
(1.14)
0.43
0.55
0.56
Cash dividends declared
0.27
0.27
0.27
0.27
0.27
Weighted average shares outstanding:
Basic and diluted
3,493,663
3,493,614
3,496,411
3,500,064
3,502,143
Shares outstanding, at period end
3,493,699
3,493,614
3,493,614
3,499,412
3,500,879
Book value
$
21.32
21.90
17.59
20.28
21.03
Common stock price
High
$
21.55
21.99
22.80
24.32
24.50
Low
18.82
19.72
20.85
18.80
22.55
Period end:
19.27
21.28
21.50
21.26
22.66
To earnings ratio
83.78
53.20
7.65
7.21
7.79
To book value
90
%
97
122
105
108
Performance ratios:
Return on average equity
7.13
%
(26.40)
8.59
10.37
11.44
Return on average assets
0.56
%
(1.56)
0.58
0.75
0.77
Dividend payout ratio
69.23
%
(23.68)
62.79
49.09
48.21
Asset Quality:
Allowance for credit losses as a % of:
Loans
1.27
%
1.23
1.24
1.27
1.35
Nonperforming loans
822
%
753
559
577
255
Nonperforming assets as a % of:
Loans and other real estate owned
0.15
%
0.16
0.22
0.22
0.53
Total assets
0.09
%
0.09
0.12
0.11
0.26
Nonperforming loans as a % of total loans
0.15
%
0.16
0.22
0.22
0.53
Annualized net (recoveries) charge-offs as % of average loans
(0.05)
%
0.13
0.01
(0.11)
-
Capital Adequacy: (c)
CET 1 risk-based capital ratio
14.62
%
14.52
15.01
15.33
15.45
Tier 1 risk-based capital ratio
14.62
%
14.52
15.01
15.33
15.45
Total risk-based capital ratio
15.69
%
15.52
15.98
16.31
16.48
Tier 1 leverage ratio
10.34
%
9.72
10.26
10.23
10.07
Other financial data:
Net interest margin (a)
3.04
%
2.65
2.73
3.03
3.17
Effective income tax rate
10.68
%
(27.53)
10.90
13.00
11.97
Efficiency ratio (b)
75.03
%
800.41
74.01
74.82
69.97
Selected average balances:
Securities available-for-sale
$
267,606
354,065
390,772
402,929
402,684
Loans
560,757
550,938
529,382
512,066
502,158
Total assets
976,930
1,020,476
1,020,980
1,022,874
1,022,938
Total deposits
897,051
953,674
942,533
942,552
948,393
Total stockholders’ equity
76,948
60,372
69,269
74,404
68,655
Selected period end balances:
Securities available-for-sale
$
260,770
270,910
373,286
394,079
405,692
Loans
567,520
557,294
545,610
520,411
505,041
Allowance for credit losses
7,215
6,863
6,778
6,634
6,821
Total assets
979,039
975,255
1,030,724
1,026,130
1,017,746
Total deposits
899,673
896,243
964,602
950,742
939,190
Total stockholders’ equity
74,489
76,507
61,451
70,976
73,640
(a) Tax-equivalent. See "Table 1 - Explanation of Non-GAAP Financial Measures."
(b) Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and tax-equivalent net interest income.
See Table 1 - Explanation of Non-GAAP Measures.
(c) Regulatory capital ratios presented are for the Company's wholly-owned subsidiary, AuburnBank.
43
Table 3 - Average Balances and Net Interest Income Analysis
Quarter ended March 31,
2024
2023
Interest
Interest
Average
Income/
Yield/
Average
Income/
Yield/
(Dollars in thousands)
Balance
Expense
Rate
Balance
Expense
Rate
Interest-earning assets:
Loans and loans held for sale (1)
$
560,942
$
6,990
5.01%
$
502,158
$
5,754
4.65%
Securities - taxable (2)
257,229
1,411
2.21%
344,884
1,865
2.19%
Securities - tax-exempt (2)(3)
10,377
94
3.64%
57,800
511
3.59%
Total securities
267,606
1,505
2.26%
402,684
2,366
2.38%
Federal funds sold
17,980
249
5.57%
7,314
85
4.71%
Interest bearing bank deposits
37,790
505
5.37%
11,607
128
4.47%
Total interest-earning assets
884,318
$
9,249
4.21%
923,763
$
8,343
3.66%
Cash and due from banks
17,772
15,527
Other assets
74,840
83,648
Total assets
$
976,930
$
1,022,938
Interest-bearing liabilities:
Deposits:
NOW
$
196,648
$
640
1.31%
$
187,566
$
248
0.54%
Savings and money market
241,792
340
0.57%
300,657
290
0.39%
Time deposits
199,562
1,590
3.20%
155,676
580
1.51%
Total interest-bearing deposits
638,002
2,570
1.62%
643,899
1,118
0.70%
Short-term borrowings
1,592
2
0.51%
3,046
8
1.11%
Total interest-bearing liabilities
639,594
$
2,572
1.62%
646,945
$
1,126
0.71%
Noninterest-bearing deposits
259,050
304,494
Other liabilities
1,338
2,844
Stockholders' equity
76,948
68,655
Total liabilities and stockholders' equity
$
976,930
$
1,022,938
Net interest income and margin (tax-equivalent)
$
6,677
3.04%
$
7,217
3.17%
(1) Loans on nonaccrual status have been included in the computation of average balances.
(2) Includes average net unrealized gains (losses) on investment securities available for sale
(3) Yields on tax-exempt securities have been computed on a tax-equivalent basis using a federal income
tax rate of 21%.
44
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by ITEM 3 is set forth in ITEM 2 under the caption “MARKET AND LIQUIDITY RISK
MANAGEMENT” and is incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
The Company, with the participation of its management, including its Chief Executive Officer and Chief Financial Officer,
carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this report. Based upon that evaluation and as of the end of the period covered by this report, the
Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and
procedures were effective to allow timely decisions regarding disclosure in its reports that the Company files or submits to
the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. There have been no
changes in the Company’s internal control over financial reporting that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of its business, the Company and the Bank are, from time to time, involved in legal proceedings. The
Company’s and Bank’s management believe there are no pending or threatened legal, governmental, or regulatory
proceedings that, upon resolution, are expected to have a material adverse effect upon the Company’s or the Bank’s
financial condition or results of operations. See also, Part I, Item 3 of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2023.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I,
Item 1A. “RISK FACTORS” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023,
which could materially affect our business, financial condition or future results. The risks described in our annual report on
Form 10-K are not the only the risks facing our Company. The persistence of inflation above the Federal Reserve’s long
term targets, and the maintenance of or further increases in, tightened Federal Reserve monetary policy by increased target
interest rates and reductions in the Federal Reserve’s securities portfolio, have and are expected to continue to affect the
levels of interest rates, mortgage originations and income, the market values of our securities portfolio and loans and have
resulted in unrealized losses that have adversely affected our stockholders’ equity. These have affected and are expected to
continue to affect our deposit costs and mixes, and consumer savings and payment behaviors. These may also affect our
borrower’s operating costs, expected returns and cash flows available to service our loans. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our
business, financial condition, and/or operating results in the future.
45
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not repurchase any of its common stock during the first quarter of 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
46
ITEM 6. EXHIBITS
Exhibit
Number Description
3.1
3.2
31.1
31.2
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
**
***
The certifications attached as exhibits 32.1 and 32.2 to this quarterly report on Form 10-Q are “furnished” to the
Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be
deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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.
AUBURN NATIONAL BANCORPORATION, INC.
Date: May 8, 2024
By: /s/ David A. Hedges
David A. Hedges
President and CEO
Date: May 8, 2024
By: /s/
W.
James Walker, IV
W. James Walker, IV
Senior Vice President and Chief Financial Officer