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: May 8, 2020

 

 

AUBURN NATIONAL BANCORPORATION, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-26486   63-0885779

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

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))

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

 

Title of each class    Trading Symbol(s)                         Name of each exchange 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 May 8, 2020, reporting the Company’s financial results for the quarter ended March 31, 2020.

Item 9.01.          Financial Statements, Pro Forma Financial Information and Exhibits.

 

  (c)

Exhibits.  The following exhibit is furnished herewith:

 

Exhibit No.

  

Exhibit Description

99.1    Press Release, dated May 8, 2020


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:  May 8, 2020

EX-99.1
LOGO   

Exhibit 99.1

 

For additional information, contact:

Robert W. Dumas

Chairman, President and CEO

(334) 821-9200

Press Release – May 8, 2020

Auburn National Bancorporation, Inc. Reports First Quarter Net Earnings

First Quarter 2020 Results:

 

   

Net earnings of $1.8 million, compared to $2.5 million for Q1 2019

 

   

Earnings per share of $0.50 per share, compared to $0.70 per share for Q1 2019

 

   

Provision for loan losses of $400 thousand, compared to none for Q1 2019

 

   

Allowance for loan losses to total loans of 1.10%, compared to 0.95% at year-end 2019

AUBURN, Alabama – Auburn National Bancorporation, Inc. (Nasdaq: AUBN) reported net earnings of $1.8 million, or $0.50 per share, for the first quarter of 2020, compared to $2.5 million, or $0.70 per share, for the first quarter of 2019.

“I am very pleased with the response of our organization to the challenges presented by the COVID-19 pandemic,” said Robert W. Dumas, Chairman, President, and CEO. “As the crisis unfolded, we moved very quickly to protect the health and safety of our employees and customers. These steps included closing our bank branch lobbies, servicing customers primarily through our drive-through facilities, rotating branch staff, and enabling a large number of our non-retail employees to work remotely.”

“We are actively working with our customers that have been impacted by COVID-19 to support them during this difficult time. We were able to quickly establish our process for participating in the Small Business Administration’s Paycheck Protection Program, and through April 30, 2020, we had 389 applications approved by the SBA totaling over $35 million in loans for our customers, which will help support close to 5,500 employees in our markets.”

“While the duration and effects of the pandemic and the timing and strength of the eventual economic recovery remain uncertain, we believe the Company is well positioned from a capital and liquidity standpoint to play a critical role in supporting our communities as we work together to manage through this crisis,” said Mr. Dumas.

Net interest income (tax-equivalent) was $6.3 million for the first quarter of 2020, a 6% decrease compared to $6.8 million for the first quarter of 2019. This decrease was primarily due to loan payoffs and recent declines in market interest rates. Average loans were down 5% to $451.2 million in the first quarter of 2020 compared to $477.3 million in the first quarter of 2019. The Company’s net interest margin (tax-equivalent) was 3.23% in first quarter of 2020 compared to 3.54% in the first quarter of 2019.

At March 31, 2020, the Company’s allowance for loan losses was $4.9 million, or 1.10% of total loans, compared to $4.4 million, or 0.95% of total loans, at December 31, 2019 and $4.8 million, or 1.02% of total loans, at March 31, 2019. The provision for loan losses was $0.4 million for the first quarter of 2020, compared to no provision for loan losses during the first quarter of 2019. The increase in the provision for loan losses was related to changes in economic conditions driven by the impact of COVID-19 and higher unemployment in our primary market area. The provision for loan losses is based upon various estimates and judgments, including the absolute level of loans, loan growth, credit quality and risks, and the amount of net charge-offs.


As we work to assist customers affected by the pandemic, we are granting loan modifications or deferrals to certain borrowers on a short-term basis of three to six months. Through April 30, 2020, we have granted loan payment deferrals or payments of interest only on loans totaling $43.3 million, or 10% of total loans. Based on current requests, we expect the number of modifications or deferrals to continue to increase in the second quarter of 2020. In addition, we have identified certain commercial sectors with enhanced risk resulting from the impact of COVID-19. See table below for a summary of loans outstanding for these sectors at March 31, 2020.

 

          Portfolio Segment                      
(In thousands)          Commercial and
industrial
     Construction
and land
development
     Commercial real
estate
            Total      % of Total
Loans
 

March 31, 2020:

                 

Hotel/motel

  $         755            7,293          43,249       $          51,297        12  

Shopping centers

      25            —              34,037            34,062        8    

Retail, excluding shopping centers

      435            826          18,413            19,674        4    

Restaurants

            566            —              14,089                  14,655        3    

Total

  $         1,781            8,119          109,788       $                  119,688        27  

Noninterest income was $1.2 million for the first quarter of 2020 and 2019, respectively. For the first quarter of 2020 noninterest income included $0.3 million in non-taxable death benefits from bank-owned life insurance and a $0.3 million pre-tax gain from an insurance recovery in the first quarter of 2019.

Noninterest expense was $4.9 million for the first quarter of 2020 compared to $4.6 million for the first quarter of 2019. The increase was primarily due to $0.2 million of various expenses related to the redevelopment of the Company’s headquarters in downtown Auburn, including revised depreciation estimates and temporary relocation costs. The Company expects it will incur additional expense in 2020 related to this redevelopment project.

Income tax expense was $0.4 million and $0.6 million for the first quarter of 2020 and 2019, respectively, reflecting an effective tax rate of 17.80% and 19.75%, respectively. This change was primarily due to a decrease in the level of earnings before taxes relative to tax-exempt sources of income. The Company’s effective income tax rate is principally impacted by tax-exempt earnings from the Company’s investments in municipal securities and bank-owned life insurance.

The Company paid cash dividends of $0.255 per share in the first quarter of 2020, an increase of 2% from the same period in 2019. At March 31, 2020, 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 $856 million. 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, COVID-19 and its effects, including economic conditions and changes in such conditions 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), loan performance, nonperforming assets, other real estate owned, provision for loan losses, charge-offs, other-than-temporary impairments, collateral values, credit quality and risks, and market and economic 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, 2019 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 includes 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 First Quarter Net Earnings/page 4

Financial Highlights (unaudited)

 

                                         
    Quarter ended March 31,  
(Dollars in thousands, except per share amounts)   2020     2019  

Results of Operations

   

Net interest income (a)

  $ 6,332     $ 6,766  

Less: tax-equivalent adjustment

    120       146  

Net interest income (GAAP)

    6,212       6,620  

Noninterest income

    1,235       1,160  

Total revenue

    7,447       7,780  

Provision for loan losses

    400       —    

Noninterest expense

    4,856       4,611  

Income tax expense

    390       626  

Net earnings

  $ 1,801     $ 2,543  
                 

Per share data:

   

Basic and diluted net earnings

  $ 0.50     $ 0.70  

Cash dividends declared

  $ 0.255     $ 0.25  

Weighted average shares outstanding:

   

Basic and diluted

    3,566,146       3,614,741  

Shares outstanding, at period end

        3,566,146           3,581,485  

Book value

  $ 29.04     $ 25.39  

Common stock price:

   

High

  $ 59.99     $ 39.43       

Low

    24.11       30.61  

Period-end

    41.98            39.43   

To earnings ratio

    16.66  x      15.71  x 

To book value

    145  %      155  % 

Performance ratios:

   

Return on average equity (annualized)

    7.24  %      11.31  % 

Return on average assets (annualized)

    0.86  %      1.23  % 

Dividend payout ratio

    51.00  %      35.71  % 

Other financial data:

   

Net interest margin (a)

    3.23  %      3.54  % 

Effective income tax rate

    17.80  %      19.75  % 

Efficiency ratio (b)

    64.17  %      58.18  % 

Asset Quality:

   

Nonperforming assets:

   

Nonperforming (nonaccrual) loans

  $ 116     $ 169  

Other real estate owned

    99       172  

Total nonperforming assets

  $ 215     $ 341  
                 

Net recoveries

  $ (81   $ (18

Allowance for loan losses as a % of:

   

Loans

    1.10  %      1.02  % 

Nonperforming loans

    4,196  %      2,845  % 

Nonperforming assets as a % of:

   

Loans and other real estate owned

    0.05  %      0.07  % 

Total assets

    0.03  %      0.04  % 

Nonperforming loans as a % of total loans

    0.03  %      0.04  % 

Annualized net recoveries as a % of average loans

    (0.07 )%      (0.02 )% 


                                         

Selected average balances:

   

Securities

  $        257,317          $        240,024       

Loans, net of unearned income

    451,210       477,335  

Total assets

    838,725       827,143  

Total deposits

    734,047       732,539  

Long-term debt

    —         —    

Total stockholders’ equity

    99,560       89,934  

Selected period end balances:

   

Securities

  $ 280,435     $ 241,287  

Loans, net of unearned income

    443,868       472,650  

Allowance for loan losses

    4,867       4,808  

Total assets

    856,475       835,014  

Total deposits

    746,785       739,631  

Long-term debt

    —         —    

Total stockholders’ equity

    103,563       90,949  

 

(a)

Tax equivalent. See “Explanation of Certain Unaudited Non-GAAP 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.


Reports First Quarter Earnings/page 5

Reconciliation of GAAP to non-GAAP Measures (unaudited):

 

           Quarter ended March 31,  
(Dollars in thousands, except per share amounts)           2020             2019  

Net interest income, as reported (GAAP)

   $                   6,212        $             6,620  

Tax-equivalent adjustment

             120                146  

Net interest income (tax-equivalent)

   $         6,332              $ 6,766