8-K
AUBURN NATIONAL BANCORPORATION, INC (AUBN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 19, 2021
AUBURN NATIONAL BANCORPORATION, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-26486 | 63-0885779 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110
(Addresses of Principal Executive Offices, including Zip Code)
(334) 821-9200
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 | AUBN | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition |
|---|
The information, including the exhibits attached hereto, in this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed by the Company pursuant to the Securities Act of 1933, as amended, or into any other filing or document made by the Company pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of Auburn National Bancorporation, Inc., dated October 19, 2021, reporting the Company’s financial results for the quarter and nine months ended September 30, 2021.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
|---|---|
| (c) | Exhibits. The following exhibit is furnished herewith: |
| --- | --- |
| Exhibit<br>No. | Exhibit Description |
| --- | --- |
| 99.1 | Press Release, dated October 19, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUBURN NATIONAL BANCORPORATION, INC. |
|---|
| (Registrant) |
| /s/ Robert W. Dumas |
| Robert W. Dumas |
| Chairman, President and CEO |
Date: October 19, 2021
EX-99.1
Exhibit 99.1
| For additional information, contact:<br> <br>Robert W.<br>Dumas<br> <br>Chairman, President and CEO<br> <br>(334)<br>821-9200 |
|---|
Press Release – October 19, 2021
Auburn National Bancorporation, Inc. Reports Third Quarter Net Earnings
Third Quarter 2021 Results:
| • | Net earnings of $1.9 million or $0.53 per share |
|---|---|
| • | Net interest income (tax-equivalent) of $6.2 million, a 3% increase<br>from Q3 2020 |
| --- | --- |
| • | No provision for loan losses, compared to a provision for loan losses of $250 thousand for Q3 2020<br> |
| --- | --- |
| • | Nonperforming assets were 0.05% of total assets at September 30, 2021 |
| --- | --- |
| • | No COVID-19 loan deferrals outstanding at September 30, 2021<br> |
| --- | --- |
AUBURN, Alabama – Auburn National Bancorporation, Inc. (Nasdaq: AUBN) reported net earnings of $1.9 million, or $0.53 per share, for the third quarter of 2021, compared to $1.9 million, or $0.54 per share, for the third quarter of 2020. Net earnings for the first nine months of 2021 were $6.2 million, or $1.74 per share, compared to $5.4 million, or $1.51 per share, for the first nine months of 2020.
“Along with our third quarter 2021 results, I am pleased to announce that we have no COVID-19 loan deferrals outstanding at September 30, 2021. This compares to $112.7 million in loan deferrals or 24% of total loans at June 30, 2020, the first quarterly period we began offering COVID-19 loan modifications,” said Robert W. Dumas, Chairman, President and CEO.
“We hoped that by working with our customers through payment deferrals, combined with proceeds from the Paycheck Protection Program, it would allow the vast majority of small businesses to make it through this difficult period. We are encouraged about the direction of the economies in our markets as borrowers that were most impacted by the pandemic continue to improve their financial performance,” continued Mr. Dumas.
Total revenue declined approximately 4% in the third quarter of 2021, compared to the third quarter of 2020, primarily due to reduced mortgage lending income.
Net interest income (tax-equivalent) was $6.2 million for the third quarter of 2021, a 3% increase compared to $6.0 million for the third quarter of 2020. This increase was primarily due to the reduced costs of our interest-bearing liabilities and increased securities holdings as a percentage of our total assets. These increases were partially offset by a decrease in average loans.
Net interest margin (tax-equivalent) decreased to 2.51% in the third quarter of 2021, compared to 2.72% for the third quarter of 2020, primarily due to the continued lower interest rate environment and continued growth in deposits. Our deposits continue to grow, primarily as a result of customers’ increased savings and liquidity, and our focus on our customers. Deposit levels also increased in 2020 and 2021 due to COVID-19 related government stimulus and relief programs.
At September 30, 2021, the Company’s allowance for loan losses was $5.1 million, or 1.13% of total loans, compared to $5.6 million, or 1.22% of total loans, at December 31, 2020, and $5.6 million, or 1.18% of total loans, at September 30, 2020.
The Company made no provision for loan losses during the third quarter of 2021, compared to a provision for loan losses of $250 thousand during the third quarter of 2020. The provision for loan losses is based upon various estimates and judgments, including the absolute level of loans, economic conditions, loan growth, credit quality and the amount of net charge-offs.
At September 30, 2021, we had no loans where we had granted loan payment deferrals or other loan modifications, compared to $112.7 million, or 24% of total loans at June 30, 2020, the first quarterly period we began offering loan modifications to assist customers through the COVID-19 pandemic, and $87.1 million or 18% of total loans at September 30, 2020.
Noninterest income was $1.0 million for the third quarter of 2021, a 32% decrease compared to $1.4 million for the third quarter of 2020. The decrease in noninterest income was primarily due to a decrease in mortgage lending income of $0.4 million as refinance activity slowed in our primary market area.
Noninterest expense was $4.7 million for the third quarter of 2021, largely unchanged, compared to the third quarter of 2020.
Income tax expense was $0.4 million for the third quarter of 2021 and 2020, respectively. The Company’s effective tax rate for the third quarter of 2021 was 17.07%, compared to 17.23% in the third quarter of 2020.
The Company paid cash dividends of $0.26 per share in the third quarter of 2021, an increase of 2% from the same period in 2020. The Company’s share repurchases of $1.3 million since December 31, 2020 resulted in 37,093 fewer outstanding common shares at September 30, 2021. At September 30, 2021, the Bank’s regulatory capital ratios were well above the minimum amounts required to be “well capitalized” under current regulatory standards.
About Auburn National Bancorporation, Inc.
Auburn National Bancorporation, Inc. (the “Company”) is the parent company of AuburnBank (the “Bank”), with total assets of approximately $1.1 billion. The Bank is an Alabama state-chartered bank that is a member of the Federal Reserve System, which has operated continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its business in East Alabama, including Lee County and surrounding areas. The Bank operates eight full-service branches in Auburn, Opelika, Valley, and Notasulga, Alabama. The Bank also operates loan production offices in Auburn and Phenix City, Alabama. Additional information about the Company and the Bank may be found by visiting www.auburnbank.com.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, statements about future financial and operating results, costs and revenues, the effects of the COVID-19 pandemic and related government, Federal Reserve monetary and regulatory actions, including economic conditions generally and in our markets, loan demand, mortgage lending activity, changes in the mix of our earning assets (including those generating tax exempt income) and our deposit and wholesale liabilities, net interest margin, yields on earning assets, securities valuations and performance, interest rates (generally and those applicable to our assets and liabilities), noninterest income, loan performance, loan deferrals and modifications, nonperforming assets, other real estate owned, provision for loan losses, charge-offs, other-than-temporary impairments, collateral values, credit quality, asset sales, insurance claims, and market trends, as well as statements with respect to our objectives, expectations and intentions and other statements that are not historical facts. Actual results may differ from those set forth in the forward-looking statements.
Forward-looking statements, with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, 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 or the Bank 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 written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2020 and otherwise in our other SEC reports and filings.
Explanation of Certain Unaudited Non-GAAP Financial Measures
This press release contains financial information determined by methods other than U.S. generally accepted accounting principles (“GAAP”). The attached financial highlights include certain designated net interest income amounts presented on a tax-equivalent basis, a non-GAAP financial measure, and the presentation and calculation of the efficiency ratio, a non-GAAP measure. Management uses these non-GAAP financial measures in its analysis of the Company’s performance and 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. Similarly, the efficiency ratio is a common measure that facilitates comparability with other financial institutions. 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. Along with the attached financial highlights, the Company provides reconciliations between the GAAP financial measures and these non-GAAP financial measures.
Reports Third Quarter Net Earnings/page 4
Financial Highlights (unaudited)
| Quarter ended September 30, | Nine months ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands, except per share amounts) | 2021 | 2020 | 2021 | 2020 | ||||||||
| Results of Operations | ||||||||||||
| Net interest income (a) | $ | 6,158 | $ | 5,990 | $ | 18,308 | $ | 18,519 | ||||
| Less: tax-equivalent adjustment | 117 | 122 | 355 | 369 | ||||||||
| Net interest income (GAAP) | 6,041 | 5,868 | 17,953 | 18,150 | ||||||||
| Noninterest income | 929 | 1,374 | 3,221 | 3,972 | ||||||||
| Total revenue | 6,970 | 7,242 | 21,174 | 22,122 | ||||||||
| Provision for loan losses | — | 250 | (600 | ) | 1,100 | |||||||
| Noninterest expense | 4,709 | 4,653 | 14,294 | 14,468 | ||||||||
| Income tax expense | 386 | 403 | 1,313 | 1,156 | ||||||||
| Net earnings | $ | 1,875 | $ | 1,936 | $ | 6,167 | $ | 5,398 | ||||
| Per share data: | ||||||||||||
| Basic and diluted net earnings: | $ | 0.53 | $ | 0.54 | $ | 1.74 | $ | 1.51 | ||||
| Cash dividends declared | $ | 0.26 | $ | 0.255 | $ | 0.78 | $ | 0.765 | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic and diluted | 3,536,320 | 3,566,239 | 3,552,387 | 3,566,184 | ||||||||
| Shares outstanding, at period end | 3,529,338 | 3,566,276 | 3,529,338 | 3,566,276 | ||||||||
| Book value | $ | 29.73 | $ | 29.81 | $ | 29.73 | $ | 29.81 | ||||
| Common stock price: | ||||||||||||
| High | $ | 35.36 | $ | 56.80 | $ | 48.00 | $ | 63.40 | ||||
| Low | 33.25 | 26.26 | 33.25 | 24.11 | ||||||||
| Period-end: | 33.80 | 36.26 | 33.80 | 36.26 | ||||||||
| To earnings ratio | 14.57 | x | 15.97 | x | 14.57 | x | 15.97 | x | ||||
| To book value | 114 | % | 122 | % | 114 | % | 122 | % | ||||
| Performance ratios: | ||||||||||||
| Return on average equity (annualized) | 7.01 | % | 7.26 | % | 7.70 | % | 6.94 | % | ||||
| Return on average assets (annualized) | 0.72 | % | 0.84 | % | 0.81 | % | 0.81 | % | ||||
| Dividend payout ratio | 49.06 | % | 47.22 | % | 44.83 | % | 50.66 | % | ||||
| Other financial data: | ||||||||||||
| Net interest margin (a) | 2.51 | % | 2.72 | % | 2.59 | % | 2.96 | % | ||||
| Effective income tax rate | 17.07 | % | 17.23 | % | 17.55 | % | 17.64 | % | ||||
| Efficiency ratio (b) | 66.45 | % | 63.19 | % | 66.39 | % | 64.33 | % | ||||
| Asset Quality: | ||||||||||||
| Nonperforming assets: | ||||||||||||
| Nonperforming (nonaccrual) loans | $ | 486 | $ | 549 | $ | 486 | $ | 549 | ||||
| Total nonperforming assets | $ | 486 | $ | 549 | $ | 486 | $ | 549 | ||||
| Net (recoveries) charge-offs | $ | (12 | ) | $ | (17 | ) | $ | (101 | ) | $ | (89 | ) |
| Allowance for loan losses as a % of: | ||||||||||||
| Loans | 1.13 | % | 1.18 | % | 1.13 | % | 1.18 | % | ||||
| Nonperforming loans | 1,053 | % | 1,015 | % | 1,053 | % | 1,015 | % | ||||
| Nonperforming assets as a % of: | ||||||||||||
| Loans and other real estate owned | 0.11 | % | 0.12 | % | 0.11 | % | 0.12 | % | ||||
| Total assets | 0.05 | % | 0.06 | % | 0.05 | % | 0.06 | % | ||||
| Nonperforming loans as a % of total loans | 0.11 | % | 0.12 | % | 0.11 | % | 0.12 | % | ||||
| Annualized net (recoveries) charge-offs as a % of average loans | (0.01 | )% | (0.01 | )% | (0.03 | )% | (0.03 | )% | ||||
| Selected average balances: | ||||||||||||
| Securities | $ | 395,529 | $ | 315,542 | $ | 373,203 | $ | 288,164 | ||||
| Loans, net of unearned income | 452,668 | 465,285 | 458,882 | 461,170 | ||||||||
| Total assets | 1,040,985 | 924,949 | 1,009,131 | 885,941 | ||||||||
| Total deposits | 927,368 | 810,747 | 895,342 | 775,853 | ||||||||
| Total stockholders’ equity | $ | 106,936 | $ | 106,709 | $ | 106,798 | $ | 103,707 | ||||
| Selected period end balances: | ||||||||||||
| Securities | $ | 407,474 | $ | 320,922 | $ | 407,474 | $ | 320,922 | ||||
| Loans, net of unearned income | 453,232 | 472,453 | 453,232 | 472,453 | ||||||||
| Allowance for loan losses | 5,119 | 5,575 | 5,119 | 5,575 | ||||||||
| Total assets | 1,065,871 | 937,890 | 1,065,871 | 937,890 | ||||||||
| Total deposits | 954,971 | 823,980 | 954,971 | 823,980 | ||||||||
| Total stockholders’ equity | $ | 104,929 | $ | 106,314 | $ | 104,929 | $ | 106,314 | ||||
| (a) | Tax equivalent. See “Explanation of Certain Unaudited Non-GAAP<br>Financial Measures” and “Reconciliation of GAAP to non-GAAP Measures (unaudited).” | |||||||||||
| --- | --- | |||||||||||
| (b) | Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and tax-equivalent net interest income. See “Reconciliation of GAAP to non-GAAP Measures (unaudited)” below. | |||||||||||
| --- | --- |
Reports Third Quarter Net Earnings/page 5
Reconciliation of GAAP to non-GAAP Measures (unaudited):
| Quarter ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands, except per share amounts) | 2021 | 2020 | 2021 | 2020 | ||||
| Net interest income, as reported (GAAP) | $ | 6,041 | $ | 5,868 | $ | 17,953 | $ | 18,150 |
| Tax-equivalent adjustment | 117 | 122 | 355 | 369 | ||||
| Net interest income (tax-equivalent) | $ | 6,158 | $ | 5,990 | $ | 18,308 | $ | 18,519 |