Because We Care
AUBURN NATIONAL BANCORPORATION, INC.
2016 ANNUAL REPORT
Because We Care
AUBURN NATIONAL BANCORPORATION, INC.
2016 ANNUAL REPORT
TO OUR SHAREHOLDERS AND FRIENDS
Our last fiscal year set new standards for our bank. We closed the
year with record size and profit. Assets of $832 million and net
earnings of $8.2 million were both high for AuburnBank and they
were a reflection of the quality of our efforts and the talent and
dedication of our staff.
More and more citizens of East Alabama are learning what it
means when we say “may I help you.” And it is obvious to those
who are in a position to know that this is a distinct trait of
AuburnBank. Our number one job is to take care of your money
and that is what we do. But we also care and we serve. Many of
the stories employees shared revealed what we were asked to do,
and what we did.
Thank you for allowing us to conduct this necessary service for
you. It is what we do and we thank you for the opportunity.
E.L. Spencer, Jr.
Chairman, Board of Directors
AuburnBank and ANBC
CORPORATE PROFILE
2016 results for AuburnBank were very strong. Record earnings
of $8.2 million were achieved through early retirement of
long-term debt at a discount, a sizeable recovery thus positively
affecting our contributions to our allowance for loan and lease
losses, continued growth in our loan portfolio coupled with top
asset quality and efficient management.
These record results reflect not only good management planning
and implementation of sound banking fundamentals but are also
directly related to our founding principle —“Because We Care.”
For 110 years our caring commitment to our customers, and to
the communities we serve has been based on a caring philosophy.
In the following pages of our annual report you will hear from
several members of the AuburnBank Team as to their feelings
about how caring creates a successful organization. Meeting
customers financial needs on a daily basis along with serving
many in our community who are in need of basic necessities
creates a positive organization that has grown and made a
significant impact for 110 years. I believe “Because We Care”
is an underlying foundation that will continue to assist our bank
in being your partner, neighbor and friend.
Thank you for your loyal support and we look forward to many
more years of service.
Robert W. Dumas
President and CEO
AuburnBank
CORPORATE PROFILE
Because We Care
Because We Care
employee, taking pictures of each face. “Smile! I want
The fifth grader ran from AuburnBank employee to
to remember the best day of my life,” she told them.
The day consisted of a ground-breaking ceremony
for a local family and their new home, courtesy of
Habitat for Humanity and local volunteers.
“I couldn’t help but cry at her enthusiasm,” says
Suzanne Gibson, AuburnBank’s CRA supervisor,
tearing up at the memory. “Her little face is the
reason AuburnBank does what it does.”
And what it does is care. Since 1907, AuburnBank has maintained a
culture of community and service. Customers are viewed as people,
not transactions.
“Each customer has a story to tell, and within those stories, we find
ways to help others,” says Bernice Jackson, a 16-year employee who
now supervises teller operations.
The company has a strong presence in local charitable organizations
such as Habitat for Humanity, United Way and Food Bank of East
Alabama, to name a few.
“AuburnBank employees volunteered this past year to work on and
complete a Habitat for Humanity home in Auburn. They are involved
in the planning of a home in Opelika which will be built in 2017,”
says Mark Grantham of Habitat for Humanity.
Martha Henk of the East Alabama Food Bank echoes the gratitude.
“When the Community Market (an extension of the East Alabama
Food Bank) opened its doors in January 2003, AuburnBank pledged
quarterly support which faithfully continues today,” says Henk.
“When one in five of our East/Central Alabama neighbors experi-
ences food insecurity, the Community Market strives to feed as many
neighbors as we can. None of this would be possible without com-
munity support, and AuburnBank is a shining example of making a
difference in the community.”
DaviD
Warren
Marcia
OtWell
JaMes
salter
AuburnBank has been involved with LifeSouth Community Blood
Centers since 2006 by hosting blood drives. Since the first one,
the bank has donated more than 600 units for local hospitals.
“AuburnBank donors are true community heroes,” says Heather
McDonald, donor recruiter for LifeSouth. The organization supplies
100 percent of blood products to East Alabama Medical Center.
On any given day, on any chosen field, you can find an AuburnBank
team mom, coach or concession worker. Open the paper to find a local
concern, and you’ll see an AuburnBank employee. “We’re visible in all
communities,” says Jim Pack who heads up the bank’s SEC reporting.
“Very engaged in not just the big projects, but the smaller concerns
too.” Pack referred to Randi Hurley’s branch in Notasulga, who
raised money after a family’s house burned, and the bank replaced
one of the children’s glasses.
“WHEN ONE IN FIVE OF OUR EAST/CENTRAL ALABAMA NEIGHBORS
EXPERIENCES FOOD INSECURITY, THE COMMUNITY MARKET STRIVES
TO FEED AS MANY NEIGHBORS AS WE CAN. NONE OF THIS WOULD
BE POSSIBLE WITHOUT COMMUNITY SUPPORT, AND AUBURNBANK IS
A SHINING EXAMPLE OF MAKING A DIFFERENCE IN THE COMMUNITY.”
Martha Henk of the East Alabama Food Bank
Although the bank has no formal volunteer requirement, employees
with a servant’s heart find their way to AuburnBank. “Our team has a
desire to serve and to be of service,” says Eddie Smith, city president
of Opelika. Smith was instrumental in raising significant funds for
the Miracle League Field in Opelika to serve the athletic desires of
people with disabilities. Smith also notes the teamwork within the
company itself which allows him and others to serve the community.
“I know I can call Brooks Crawford in our loan operations, and he will
own the problem. I don’t have to give it a second thought. His service
to me is what allows me to serve others.”
Bruce
eMfinger
Bernice
JacksOn
BrOOks
craWfOrD
JiM
Pack
ranDi
Hurley
eDDie
sMitH
suzanne
giBsOn
“AUBURNBANK EMPLOYEES VOLUNTEERED THIS PAST
YEAR TO WORK ON AND COMPLETE A HABITAT FOR
HUMANITY HOME IN AUBURN. THEY ARE INVOLVED IN
THE PLANNING OF A HOME IN OPELIKA WHICH WILL
BE BUILT IN 2017.” Mark Grantham of Habitat for Humanity
Bruce Emfinger, commercial lender in Valley, says AuburnBank
employees don’t think in terms of 8 to 5. “There are 24 hours in a
day. Our job is to bring the bank to the customer. Sometimes that
can be a ballfield, sometimes that is an aisle in the grocery store. You
never trade one hat for another,” says Emfinger.
Commercial Lender David Warren says the type of people who work
at AuburnBank is a testament to upper management. He notes the
relationship aspect of banking. “Our job is to create relationships
either through loans and deposits or through church or children’s
activities. We should never be known as a banker, but as a member
of the community who serves others. We simply enjoy helping other
people. We have a rich history in this regard of which our current
management nurtures and grows.”
The blessings returned for the bank’s involvement far outweigh the
volunteer efforts. The Habitat for Humanity team witnessed a little
girl who cried the day her family received the keys to her new home.
“She moved a mattress into her bubble gum pink room, the color she
picked out. She was determined to sleep in her house the first night,”
says Marcia Otwell who has worked with AuburnBank for 30 years.
The best day of the fifth grader’s life turned out to be a precursor
to an even better day down the road thanks to the caring hearts of
AuburnBank employees. From food banks to football, bank accounts
to ballet, AuburnBank employees wake each day with a desire to
serve others.
The original founders of AuburnBank would be proud of the con-
tinued legacy of caring that began in 1907. The impact on the com-
munities we serve and on the entire AuburnBank Team is reflected
in the growth of our communities and the success AuburnBank has
achieved. Thank you to our many customers and shareholders who
make these contributions and achievements possible.
Auburn National Bancorporation, Inc.
and AuburnBank Board of Directors
Seated left to right: Robert W. Dumas, Anne M. May, E.L. Spencer, Jr., David E. Housel, William F. Ham, Jr..
Standing: Dr. Patricia Wade, C. Wayne Alderman, Edward Lee Spencer, III,
Terry W. Andrus, Amy B. Murphy, and J. Tutt Barrett.
Terry W. Andrus
President, East Alabama
Medical Center
C. Wayne Alderman
Secretary to ANBC
Dean of Enrollment Services and
former Dean,
College of Business,
Auburn University
J. Tutt Barrett
Attorney, Dean and Barrett
Robert W. Dumas
President & CEO, AuburnBank
William F. Ham, Jr.
Mayor, City of Auburn
& Owner, Varsity Enterprises
David E. Housel
Director of Athletics Emeritus,
Auburn University
Anne M. May
Partner, Machen, McChesney
& Chastain, CPAs
Amy B. Murphy
Director of Graduate Programs,
Accounting,
Auburn University
E.L. Spencer, Jr.
Chairman, AuburnBank
and ANBC, Business Owner
Edward Lee Spencer, III
Investor
Dr. Patricia Wade
Physician,
Auburn Cardiovascular
AuburnBank Officers
E.L. Spencer, Jr.
Chairman
Robert W. Dumas
President & Chief
Executive Officer
Terrell E. Bishop
Senior Vice President,
City President, Valley Branch
James E. Dulaney
Senior Vice President,
Business Development/Marketing
David Hedges
Executive Vice President,
Chief Financial Officer
W. Thomas Johnson
Senior Vice President,
Senior Lender
Marla Kickliter
Senior Vice President,
Compliance/Internal Auditor
Shannon O’Donnell
Senior Vice President,
Credit Administration/Chief
Risk Officer
Jerry Siegel
Senior Vice President, IT/IS
Chief Technology Officer
C. Eddie Smith
Senior Vice President,
City President,
Opelika Branch
Robert Smith
Senior Vice President,
Chief Lending Officer
James Walker
Senior Vice President,
Chief Accounting Officer
Bob R. Adkins
Vice President,
Commercial/Consumer
Loans
Patty Allen
Vice President,
Commercial/Consumer
Loans
Scottie Arnold
Vice President,
Operations/Patriot
Act Officer
Kris Blackmon
Vice President,
Asset/Liability Manager
Chief Investment Officer
S. Mark Bridges
Senior Vice President,
Commercial/Consumer
Loans
Laura Carrington
Vice President,
Human Resource Officer
Kathy Crawford
Vice President,
Commercial/Consumer
Loans
Bruce Emfinger
Vice President,
Commercial/Consumer
Loans
Jeff Stanfield
Vice President,
Commercial/Consumer
Loans
James Salter
Vice President,
Commercial/Consumer
Loans
Christy A. Fogle
Vice President,
Credit Administration
Pam Fuller
Vice President,
Operations
Ginnie Y. Lunsford
Vice President,
Loan Operations
Marcia Otwell
Vice President,
Administration/Shareholder
Relations
James R. Pack
Vice President,
Financial Reporting
Cyndee Redmond
Vice President, Treasury
Management and Electronic
Services
David Warren
Vice President,
Commercial/Consumer Loans
Karen Bence
Assistant Vice President
Security, BSA/OFAC Officer
Hope Woods
Assistant BSA Officer,
Assistant Security Officer
Suzanne Gibson
Assistant Vice President,
Portfolio Management Officer
Woody Odom
Assistant Vice President, IT/IS
Joanna Watts
IT/IS Officer
Rhonda Sanders
Customer Service
Officer/Assistant Patriot
Act Officer
Leigh Ann Thompson
Branch Operations
Administrative Officer
Opelika Branch Advisory Board
Seated left to right: C. Eddie Smith, Sherrie M. Stanyard, and Doug M. Horn.
Standing: William G. Dyas, William P. Johnston,
Robert G. Young, and William H. Brown.
Not pictured: R. Kraig Smith, M.D.
Valley Branch Advisory Board
Left to right: H. David Ennis, Sr., Roy W. McClendon, Jr.,
Terrell E. Bishop, Frank P. Norman, and John H. Hood, II.
Not pictured: Claud E. (Skip) McCoy, Jr.
William H. Brown
President, Brown Agency, Inc.
William G. Dyas
Realtor, First Realty
Doug M. Horn
Owner, Doug Horn Roofing
& Contracting Co.
William P. Johnston
President, J & M Bookstore
C. Eddie Smith
Senior Vice President,
City President,
Opelika Branch
R. Kraig Smith, M.D.
Lee OBGYN
Sherrie Murphy Stanyard
Senior Account Manager,
Craftmaster Printers, Inc.
Robert G. Young
Vice President, Sales
Young's Plant Farm, Inc.
Terrell E. Bishop
Senior Vice President,
City President, Valley Branch
H. David Ennis, Sr.
President, Novelli-Ennis &
Company, CPAs
John H. Hood, II
Pharmacist, Hood’s Pharmacy
Roy W. McClendon, Jr.
Retired Pharmacist
Claud E. (Skip) McCoy, Jr.
Attorney, Johnson, Caldwell
& McCoy Law Firm
Frank P. Norman
Owner, Johnny’s New York Style
Pizza and WingStop
Auburn National Bancorporation, Inc.
Financial Highlights
(Dollars in thousands, except per share data)
For the Years Ended December 31,
2016
2015
2014
2013
2012
Earnings
Net Interest Income
Provision for Loan Losses
Net Earnings
Per Share:
Net Earnings
Cash Dividends
Book Value
Shares Issued
Weighted Average Shares Outstanding
$22,732
<485>
8,150
2.24
0.90
22.55
$22,718
$21,453
$20,922
$20,897
200
7,858
2.16
0.88
21.94
50
7,448
2.04
0.86
20.80
400
7,118
1.95
0.84
17.70
3,815
6,763
1.86
0.82
19.26
3,957,135
3,643,504
3,957,135
3,957,135
3,643,428
3,643,278
3,957,135
3,643,003
3,957,135
3,642,831
Financial Condition
Total Assets
Loans, net of unearned income
Investment Securities
Total Deposits
Long Term Debt
Stockholders’ Equity
Selected Ratios
Return on Average Total Assets
Return on Average Total Equity
831,943
430,946
243,572
739,143
3,217
82,177
0.98%
9.65%
Average Stockholders’ Equity to Average Assets 10.14%
Allowance for Loan Losses as a % of Loans
1.08%
817,189
426,410
241,687
723,627
7,217
79,949
0.98%
9.98%
9.79%
1.01%
Loans to Total Deposits
58.30%
58.93%
789,231
402,954
267,603
693,390
12,217
75,799
0.97%
10.53%
9.17%
1.20%
58.11%
751,343
383,339
271,219
668,844
12,217
64,485
0.94%
10.33%
9.07%
1.37%
57.31%
759,833
398,193
259,475
636,817
47,217
70,149
0.90%
9.85%
9.09%
1.69%
62.53%
Financial Section
Auburn National Bancorporation, Inc. 2016 Annual Report
BUSINESS INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL TABLES
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
STOCK PERFORMANCE GRAPH
CORPORATE INFORMATION
TABLE OF CONTENTS
3
4 – 22
23 – 31
32
33
34
35
36
37
38
39 – 73
75
Inside Back Cover
FORWARD-LOOKING STATEMENTS
SPECIAL CAUTIONARY NOTE 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” 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,” “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, (i) the effects of future economic, business and
market conditions and changes, domestic and foreign, including seasonality; (ii) governmental monetary and fiscal policies;
(iii) 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; (iv) changes in accounting policies, rules and practices; (v) the risks of changes in interest rates on the levels,
composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest
sensitive assets and liabilities, and the risks and uncertainty of the amounts realizable; (vi) changes in borrower credit risks
and payment behaviors; (vii) 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; (viii) changes in the prices, values and sales volumes
of residential and commercial real estate; (ix) the effects of competition from a wide variety of local, regional, national and
other providers of financial, investment and insurance services; (x) the failure of assumptions and estimates underlying the
establishment of reserves for possible loan losses and other estimates; (xi) 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; (xii) changes in technology or products that may be more difficult, costly, or less effective
than anticipated; (xiii) the effects of war or other conflicts, acts of terrorism or other catastrophic events that may affect
general economic conditions; (xiv) cyber-attacks and data breaches that may compromise our systems or customers’
information; (xv) the failure of assumptions and estimates, 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 loan portfolio
stress tests; (xvi) the risks that our deferred tax assets 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; and
(xvii) other factors and risks described under “Risk Factors” herein and in any of our subsequent reports that we make with
the Securities and Exchange Commission (the “Commission” or “SEC”) under the Exchange Act.
All written or oral forward-looking statements that are made by us 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.
PAGE 2
BUSINESS INFORMATION
BUSINESS INFORMATION
Auburn National Bancorporation, Inc. (the “Company”) is a bank holding company registered with the Board of Governors
of the Federal Reserve System (the “Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (the
“BHC Act”). The Company was incorporated in Delaware in 1990, and in 1994 it succeeded its Alabama predecessor as
the bank holding company controlling AuburnBank, an Alabama state member bank with its principal office in Auburn,
Alabama (the “Bank”). The Company and its predecessor have controlled the Bank since 1984. As a bank holding
company, the Company may diversify into a broader range of financial services and other business activities than currently
are permitted to the Bank under applicable laws and regulations. The holding company structure also provides greater
financial and operating flexibility than is presently permitted to the Bank.
The Bank has operated continuously since 1907 and currently conducts its business primarily in East Alabama, including
Lee County and surrounding areas. The Bank has been a member of the Federal Reserve System since April 1995. The
Bank’s primary regulators are the Federal Reserve and the Alabama Superintendent of Banks (the “Alabama
Superintendent”). The Bank has been a member of the Federal Home Loan Bank of Atlanta (the “FHLB”) since 1991.
Services
The Bank offers checking, savings, transaction deposit accounts and certificates of deposit, and is an active residential
mortgage lender in its primary service area. The Bank’s primary service area includes the cities of Auburn and Opelika,
Alabama and nearby surrounding areas in East Alabama, primarily in Lee County. The Bank also offers commercial,
financial, agricultural, real estate construction and consumer loan products and other financial services. The Bank is one of
the largest providers of automated teller services in East Alabama and operates ATM machines in 14 locations in its
primary service area. The Bank offers Visa® Checkcards, which are debit cards with the Visa logo that work like checks
but can be used anywhere Visa is accepted, including ATMs. The Bank’s Visa Checkcards can be used internationally
through the Plus® network. The Bank offers online banking, bill payment and other electronic services through its Internet
website, www.auburnbank.com
The Bank also has a commercial loan production office in Phenix City, Alabama.
Loans and Loan Concentrations
The Bank makes loans for commercial, financial and agricultural purposes, as well as for real estate mortgages, real estate
acquisition, construction and development and consumer purposes. While there are certain risks unique to each type of
lending, management believes that there is more risk associated with commercial, real estate acquisition, construction and
development, agricultural and consumer lending than with residential real estate mortgage loans. To help manage these
risks, the Bank has established underwriting standards used in evaluating each extension of credit on an individual basis,
which are substantially similar for each type of loan. These standards include a review of the economic conditions
affecting the borrower, the borrower’s financial strength and capacity to repay the debt, the underlying collateral and the
borrower’s past credit performance. We apply these standards at the time a loan is made and monitor them periodically
throughout the life of the loan. See “Lending Practices” for a discussion of regulatory guidance on commercial real estate
lending.
The Bank has loans outstanding to borrowers in all industries within its primary service area. Any adverse economic or
other conditions affecting these industries would also likely have an adverse effect on the local workforce, other local
businesses, and individuals in the community that have entered into loans with the Bank. For example, the auto
manufacturing business and its suppliers have positively affected our local economy, but automobile manufacturing is
cyclical and adversely affected by increases in interest rates. Decreases in automobile sales, including adverse changes due
to interest rate increases, could adversely affect nearby Kia and Hyundai automotive plants and their suppliers' local
spending and employment, and could adversely affect economic conditions in the markets we serve. However, management
believes that due to the diversified mix of industries located within the Bank’s primary service area, adverse changes in one
industry may not necessarily affect other area industries to the same degree or within the same time frame. The Bank’s
primary service area also is subject to both local and national economic conditions and fluctuations. While most loans are
made within our primary service area, some residential mortgage loans are originated outside the primary service area, and
the Bank from time to time has purchased loan participations from outside its primary service area.
PAGE 3
MANAGEMENT’S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is a discussion of our financial condition at December 31, 2016 and 2015 and our results of operations for
the years ended December 31, 2016 and 2015. The purpose of this discussion is to provide information about our financial
condition and results of operations which is not otherwise apparent from the consolidated financial statements. The
following discussion and analysis should be read along with our consolidated financial statements and the related notes
included elsewhere herein. In addition, this discussion and analysis contains forward-looking statements, so you should
refer to Item 1A, “Risk Factors” and “Special Cautionary Notice Regarding Forward-Looking Statements”.
OVERVIEW
The Company was incorporated in 1990 under the laws of the State of Delaware and became a bank holding company after
it acquired its Alabama predecessor, which was a bank holding company established in 1984. The Bank, the Company's
principal subsidiary, is an Alabama state-chartered bank that is a member of the Federal Reserve System and has operated
continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its
business primarily in East Alabama, including Lee County and surrounding areas. The Bank operates full-service branches
in Auburn, Opelika, Notasulga and Valley, Alabama. In-store branches are located in the Kroger and Wal-Mart
SuperCenter stores in Opelika. The Bank also operates a commercial loan production office in Phenix City, Alabama.
Summary of Results of Operations
(Dollars in thousands, except per share data)
Net interest income (a)
Less: tax-equivalent adjustment
Net interest income (GAAP)
Noninterest income
Total revenue
Provision for loan losses
Noninterest expense
Income tax expense
Net earnings
Basic and diluted earnings per share
(a) Tax-equivalent. See "Table 1 - Explanation of Non-GAAP Financial Measures".
Financial Summary
Year ended December 31
2016
24,008
1,276
22,732
3,383
26,115
(485)
15,348
3,102
8,150
2.24
$
$
$
2015
24,060
1,342
22,718
4,532
27,250
200
16,372
2,820
7,858
2.16
$
$
$
The Company’s net earnings were $8.2 million, or $2.24 per share, for the full year 2016, compared to $7.9 million, or
$2.16 per share, for the full year 2015.
Net interest income (tax-equivalent) was $24.0 million in 2016, compared to $24.1 million in 2015. Net interest income
(tax-equivalent) in 2015 included $0.2 million in recoveries of interest related to payoffs received on two loans that were
previously impaired. Excluding the impact of these interest recoveries, net interest income (tax-equivalent) increased
slightly in 2016 compared to 2015. Management continues to seek to increase earnings by growing the Company’s loan
portfolio (in total and as a percentage of our earning assets), focusing on deposit pricing, and repaying higher-cost
wholesale funding sources. These efforts to increase earnings were offset by declining yields in the securities portfolio due
to maturities and calls and management’s decision to carry higher levels of short-term interest earning assets such as
deposits at other banks. Average loans were $430.8 million in 2016, an increase of $19.4 million or 5%, from
2015. Average deposits were $734.7 million in 2016, an increase of $24.4 million or 3%, from 2015.
The Company recorded a negative provision for loan losses of $0.5 million for 2016, compared to a charge of $0.2 million
for 2015. Net recoveries as a percent of average loans were 0.19% for 2016 compared to net charge-offs as a percent of
average loans of 0.18% for 2015. The Company recognized a recovery of $1.2 million from the payoff of one
nonperforming construction and land development loan during 2016. Excluding this recovery, net charge-offs as a percent
of average loans would have been 0.08% in 2016.
PAGE 4
Noninterest income was $3.4 million in 2016, compared to $4.5 million in 2015. The decrease was primarily due to $0.3
million in non-taxable death benefits from bank-owned life insurance that were received in 2015, compared to none in
2016; a decrease in mortgage lending income of $0.5 million as mortgage loan production declined; and $0.2 million in
securities losses, net during 2016 compared to securities gains, net of $16 thousand in 2015.
Noninterest expense was $15.3 million in 2016, compared to $16.4 million in 2015. The decrease was primarily due to a
gain on early extinguishment of debt of $0.8 million in 2016 compared to a $0.4 million loss on early extinguishment of
debt in 2015. The Company purchased $4.0 million of trust preferred securities related to its junior subordinated debentures
with a floating rate of 3.63% in 2016 and repaid $5.0 million of fixed-rate long-term debt with an interest rate of 3.59% in
2015. In addition, other real estate owned expense decreased $0.4 million primarily due to realized holding gains on the
sale of OREO. These decreases were partially offset by a $0.5 million increase in salaries and benefits due to routine annual
increases.
Income tax expense was $3.1 million in 2016 compared to $2.8 million in 2015. The Company’s effective income tax rate
was 27.57% in 2016, compared to 26.41% in 2015. The increase in the effective tax rate was primarily attributable to an
increase in the level of earnings before taxes and a decrease in tax exempt earnings from bank-owned life insurance. 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.
In 2016, the Company paid cash dividends of $3.3 million, or $0.90 per share. The Company remains “well capitalized”
under current regulatory guidelines with a total risk-based capital ratio of 17.95%, a Tier 1 risk-based capital ratio of
17.00%, a Tier 1 leverage capital ratio of 10.27% and a Common Equity Tier 1 (“CET1”) capital ratio of 16.44% at
December 31, 2016.
CRITICAL ACCOUNTING POLICIES
The accounting and financial reporting policies of the Company conform with U.S. generally accepted accounting
principles and with general practices within the banking industry. In connection with the application of those principles, we
have made judgments and estimates which, in the case of the determination of our allowance for loan losses, our
assessment of other-than-temporary impairment, recurring and non-recurring fair value measurements, the valuation of
other real estate owned, and the valuation of deferred tax assets, were critical to the determination of our financial position
and results of operations. Other policies also require subjective judgment and assumptions and may accordingly impact our
financial position and results of operations.
Allowance for Loan Losses
The Company assesses the adequacy of its allowance for loan losses prior to the end of each calendar quarter. The level of
the allowance is based upon management’s evaluation of the loan portfolio, past loan loss experience, current asset quality
trends, known and inherent risks in the portfolio, adverse situations that may affect a borrower’s ability to repay (including
the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic
conditions, industry and peer bank loan loss rates and other pertinent factors, including regulatory recommendations. This
evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible to significant change. Loans are charged off, in whole or
in part, when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off
after a “confirming event” has occurred which serves to validate that full repayment pursuant to the terms of the loan is
unlikely.
The Company deems loans impaired when, based on current information and events, it is probable that the Company will
be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due
according to the contractual terms means that both the interest and principal payments of a loan will be collected as
scheduled in the loan agreement.
An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan. The
impairment is recognized through the allowance. Loans that are impaired are recorded at the present value of expected
future cash flows discounted at the loan’s effective interest rate, or if the loan is collateral dependent, impairment
measurement is based on the fair value of the collateral, less estimated disposal costs.
PAGE 5
MANAGEMENT’S DISCUSSION AND ANALYSIS
The level of allowance maintained is believed by management to be adequate to absorb probable losses inherent in the
portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-
offs, net of recoveries of amounts previously charged-off.
In assessing the adequacy of the allowance, the Company also considers the results of its ongoing internal, independent
loan review process. The Company’s loan review process assists in determining whether there are loans in the portfolio
whose credit quality has weakened over time and evaluating the risk characteristics of the entire loan portfolio. The
Company’s loan review process includes the judgment of management, the input from our independent loan reviewers, and
reviews that may have been conducted by bank regulatory agencies as part of their examination process. The Company
incorporates loan review results in the determination of whether or not it is probable that it will be able to collect all
amounts due according to the contractual terms of a loan.
As part of the Company’s quarterly assessment of the allowance, management divides the loan portfolio into five segments:
commercial and industrial, construction and land development, commercial real estate, residential real estate, and consumer
installment loans. The Company analyzes each segment and estimates an allowance allocation for each loan segment.
The allocation of the allowance for loan losses begins with a process of estimating the probable losses inherent for these
types of loans. The estimates for these loans are established by category and based on the Company’s internal system of
credit risk ratings and historical loss data. The estimated loan loss allocation rate for the Company’s internal system of
credit risk grades is based on its experience with similarly graded loans. For loan segments where the Company believes it
does not have sufficient historical loss data, the Company may make adjustments based, in part, on loss rates of peer bank
groups. At December 31, 2016 and 2015, and for the years then ended, the Company adjusted its historical loss rates for the
commercial real estate portfolio segment based, in part, on loss rates of peer bank groups.
The estimated loan loss allocation for all five loan portfolio segments is then adjusted for management’s estimate of
probable losses for several “qualitative and environmental” factors. The allocation for qualitative and environmental
factors is particularly subjective and does not lend itself to exact mathematical calculation. This amount represents
estimated probable inherent credit losses which exist, but have not yet been identified, as of the balance sheet date, and are
based upon quarterly trend assessments in delinquent and nonaccrual loans, credit concentration changes, prevailing
economic conditions, changes in lending personnel experience, changes in lending policies or procedures and other
influencing factors. These qualitative and environmental factors are considered for each of the five loan segments and the
allowance allocation, as determined by the processes noted above, is increased or decreased based on the incremental
assessment of these factors.
The Company regularly re-evaluates its practices in determining the allowance for loan losses. Beginning with the quarter
ended December 31, 2016, the Company implemented certain refinements to its allowance for loan losses methodology in
order to better capture the effects of the most recent economic cycle on the Company’s loan loss experience. First, the
Company increased its look-back period for calculating average losses for all loan segments to 31 quarters. Prior to
December 31, 2016, the Company calculated average losses for all loan segments using a rolling 20 quarter look-back
period. The Company will likely continue to increase its look-back period to incorporate the effects of at least one
economic downturn in its loss history. The Company believes the extension of its look-back period is appropriate due to
the risks inherent in the loan portfolio. Absent this extension, the early cycle periods in which the Company experienced
significant losses would be excluded from the determination of the allowance for loan losses and its balance would
decrease. Second, the Company increased the range of basis point adjustments allowed for qualitative and environmental
factors to approximately 200 basis points, an increase of 65 basis points, or 48%, compared to the 135 basis point range
used prior to December 31, 2016. After performing sensitivity testing of its calculation of the allowance for loan losses, the
Company determined that it should increase the range of basis points allowed for qualitative and environmental factors in
order to provide sufficient latitude in determining estimated probable credit losses during periods of economic stress. Third,
the Company reduced the percentage allocation for qualitative and environmental factors on a weighted average basis to
21% of total basis points allocable at December 31, 2016, compared to 25% of total basis points allocable at September 30,
2016. The Company believes a decrease in the percentage allocation of qualitative environmental factors on a weighted
average basis was appropriate due to the extension of its look-back period described above. If the Company did not make
the changes described above, the Company’s calculated allowance for loan loss allocation would have decreased by
approximately $0.9 million, or 0.21% of total loans, at December 31, 2016. Other than the changes discussed above, the
Company has not made any material changes to its methodology that would impact the calculation of the allowance for
loan losses or provision for loan losses for the periods included in the accompanying consolidated balance sheets and
statements of earnings.
PAGE 6
Assessment for Other-Than-Temporary Impairment of Securities
On a quarterly basis, management makes an assessment to determine whether there have been events or economic
circumstances to indicate that a security on which there is an unrealized loss is other-than-temporarily impaired. For equity
securities with an unrealized loss, the Company considers many factors including the severity and duration of the
impairment; the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value;
and recent events specific to the issuer or industry. Equity securities for which there is an unrealized loss that is deemed to
be other-than-temporary are written down to fair value with the write-down recorded as a realized loss in securities gains
(losses).
For debt securities with an unrealized loss, an other-than-temporary impairment write-down is triggered when (1) the
Company has the intent to sell a debt security, (2) it is more likely than not that the Company will be required to sell the
debt security before recovery of its amortized cost basis, or (3) the Company does not expect to recover the entire amortized
cost basis of the debt security. If the Company has the intent to sell a debt security or if it is more likely than not that it will
be required to sell the debt security before recovery, the other-than-temporary write-down is equal to the entire difference
between the debt security’s amortized cost and its fair value. If the Company does not intend to sell the security or it is not
more likely than not that it will be required to sell the security before recovery, the other-than-temporary impairment write-
down is separated into the amount that is credit related (credit loss component) and the amount due to all other factors. The
credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the
present value of its expected future cash flows. The remaining difference between the security’s fair value and the present
value of future expected cash flows is due to factors that are not credit related and is recognized in other comprehensive
income, net of applicable taxes.
Fair Value Determination
U.S. GAAP requires management to value and disclose certain of the Company’s assets and liabilities at fair value,
including investments classified as available-for-sale and derivatives. ASC 820, Fair Value Measurements and Disclosures,
which defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands
disclosures about fair value measurements. For more information regarding fair value measurements and disclosures,
please refer to Note 17, Fair Value, of the consolidated financial statements that accompany this report.
Fair values are based on active market prices of identical assets or liabilities when available. Comparable assets or
liabilities or a composite of comparable assets in active markets are used when identical assets or liabilities do not have
readily available active market pricing. However, some of the Company’s assets or liabilities lack an available or
comparable trading market characterized by frequent transactions between willing buyers and sellers. In these cases, fair
value is estimated using pricing models that use discounted cash flows and other pricing techniques. Pricing models and
their underlying assumptions are based upon management’s best estimates for appropriate discount rates, default rates,
prepayments, market volatility and other factors, taking into account current observable market data and experience.
These assumptions may have a significant effect on the reported fair values of assets and liabilities and the related income
and expense. As such, the use of different models and assumptions, as well as changes in market conditions, could result in
materially different net earnings and retained earnings results.
Other Real Estate Owned
Other real estate owned (“OREO”), consists of properties obtained through foreclosure or in satisfaction of loans and is
reported at the lower of cost or fair value, less estimated costs to sell at the date acquired with any loss recognized as a
charge-off through the allowance for loan losses. Additional OREO losses for subsequent valuation adjustments are
determined on a specific property basis and are included as a component of other noninterest expense along with holding
costs. Any gains or losses on disposal of OREO are also reflected in noninterest expense. Significant judgments and
complex estimates are required in estimating the fair value of OREO, and the period of time within which such estimates
can be considered current is significantly shortened during periods of market volatility. As a result, the net proceeds
realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to
determine the fair value of other OREO.
PAGE 7
MANAGEMENT’S DISCUSSION AND ANALYSIS
Deferred Tax Asset Valuation
A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-
than-not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax
planning strategies in making this assessment. Based upon the level of taxable income over the last three years and
projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes
it is more likely than not that we will realize the benefits of these deductible differences at December 31, 2016. The amount
of the deferred tax assets considered realizable, however, could be reduced if estimates of future taxable income are
reduced.
Average Balance Sheet and Interest Rates
(Dollars in thousands)
Loans and loans held for sale
Securities - taxable
Securities - tax-exempt (a)
Total securities
Federal funds sold
Interest bearing bank deposits
Total interest-earning assets
Deposits:
NOW
Savings and money market
Certificates of deposits less than $100,000
Certificates of deposits and other
time deposits of $100,000 or more
Total interest-bearing deposits
Short-term borrowings
Long-term debt
Total interest-bearing liabilities
$
2016
Average
Balance
432,180
166,870
68,507
235,377
49,446
70,064
787,067
121,723
232,601
80,760
131,902
566,986
2,973
6,474
576,433
24,008
Year ended December 31
2015
Average
Balance
413,616
186,845
68,386
255,231
58,607
31,028
758,482
115,146
215,936
91,136
140,831
563,049
3,601
8,286
574,936
24,060
Yield/
Rate
4.95%
2.06%
5.77%
3.05%
0.23%
0.25%
3.76%
0.30%
0.39%
1.03%
1.43%
0.73%
0.50%
3.40%
0.77%
3.17%
$
$
Yield/
Rate
4.73%
1.97%
5.48%
2.99%
0.50%
0.51%
3.57%
0.27%
0.38%
0.97%
1.39%
0.68%
0.50%
3.52%
0.71%
3.05%
Net interest income and margin (a)
(a) Tax-equivalent. See "Table 1 - Explanation of Non-GAAP Financial Measures".
$
RESULTS OF OPERATIONS
Net Interest Income and Margin
Net interest income (tax-equivalent) was $24.0 million in 2016, compared to $24.1 million in 2015. Net interest income
(tax-equivalent) for 2015 included $0.2 million in recoveries of interest related to payoffs recorded on two loans that were
previously impaired. Excluding the impact of these interest recoveries, net interest income (tax-equivalent) would have
increased slightly in 2016 compared to 2015. Management continues to seek to increase earnings by growing the
Company’s loan portfolio (in total and as a percentage of our earning assets), focusing on deposit pricing, and repaying
higher-cost wholesale funding sources. These efforts to increase earnings were offset by declining yields in the securities
portfolio due to maturities and calls and management’s decision to carry higher levels of short-term interest earning assets
such as deposits at other banks.
The tax-equivalent yield on total interest-earning assets decreased by 19 basis points in 2016 from 2015 to 3.57%. The
decrease was primarily due to increased pricing competition for quality loan opportunities in our markets, which has limited
the Company’s ability to increase the yields on new and renewed loans; and declining yields on securities due to maturities
and calls.
PAGE 8
The cost of total interest-bearing liabilities decreased 6 basis points in 2016 from 2015 to 0.71%. The net decrease was
largely the result of the continued shift in our funding mix, as we increased our lower-cost interest-bearing demand deposits
(NOW accounts), and savings and money market accounts and concurrently reduced balances of higher-cost certificates of
deposits and long-term debt.
The Company continues to deploy various asset liability management strategies to manage its risk to interest rate
fluctuations. The Company’s net interest margin could experience pressure due to lower reinvestment yields in the
securities portfolio given the current interest rate environment, increased pricing competition for quality loan opportunities,
and fewer opportunities to further reduce our cost of funds due to the low level of deposit rates currently.
Provision for Loan Losses
The provision for loan losses represents a charge to earnings necessary to provide an allowance for loan losses that, in
management’s evaluation, should be adequate to provide coverage for the probable losses on outstanding loans. The
Company recorded a negative provision for loan losses of $0.5 million for the year ended December 31, 2016 compared to
a charge of $0.2 million for the year ended December 31 2015. The decrease in provision expense was primarily due to an
increase in net recoveries.
Net recoveries were $0.8 million, or 0.19% of average loans and net charge-offs were $0.7 million, or 0.18% of average
loans, for the years ended December 31, 2016 and 2015, respectively. The Company recognized a recovery of $1.2 million
from the payoff of one nonperforming construction and land development loan during 2016. Excluding this recovery, net
charge-offs as a percent of average loans would have been 0.08% in 2016.
Based upon its assessment of the loan portfolio, management adjusts the allowance for loan losses to an amount it believes
to be appropriate to adequately cover probable losses in the loan portfolio. The Company’s allowance for loan losses to
total loans increased to 1.08% at December 31, 2016 from 1.01% at December 31, 2015. Based upon our evaluation of the
loan portfolio, management believes the allowance for loan losses to be adequate to absorb our estimate of probable losses
existing in the loan portfolio at December 31, 2016. While our policies and procedures used to estimate the allowance for
loan losses, as well as the resultant provision for loan losses charged to operations, are believed adequate by management
and are reviewed from time to time by our regulators, they are based on estimates and judgment and are therefore
approximate and imprecise. Factors beyond our control, such as conditions in the local and national economy, a local real
estate market or particular industry conditions exist which may negatively and materially affect our asset quality and the
adequacy of our allowance for loan losses and, thus, the resulting provision for loan losses.
Noninterest Income
(Dollars in thousands)
Service charges on deposit accounts
Mortgage lending
Bank-owned life insurance
Securities (losses) gains, net
Other
Total noninterest income
Year ended December 31
2016
773
947
456
(221)
1,428
3,383
$
$
2015
823
1,444
747
16
1,502
4,532
$
$
Service charges on deposit accounts decreased primarily due to a decline in insufficient funds charges, reflecting changes in
customer behavior and spending patterns.
The Company’s income from mortgage lending is primarily attributable to the (1) origination and sale of new 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 mortgage servicing
rights (“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.
PAGE 9
MANAGEMENT’S DISCUSSION AND ANALYSIS
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.
The following table presents a breakdown of the Company’s mortgage lending income for 2016 and 2015.
(Dollars in thousands)
Origination income
Servicing fees, net
(Increase) decrease in MSR valuation allowance
Total mortgage lending income
Year ended December 31
2016
764
184
(1)
947
$
$
2015
1,152
239
53
1,444
$
$
The decrease in mortgage lending income was primarily due to a decrease in the volume of mortgage loans originated and
sold. The decrease in volume is due to various factors, including the Company’s efforts to comply with the new TILA-
RESPA Integrated Disclosure (TRID) rules and a reduction in the number of mortgage originators. Servicing fees, net
decreased as amortization expense increased due to faster prepayments.
Income from bank-owned life insurance decreased in 2016, compared to 2015 due to non-taxable death benefits received in
the prior year. The assets that support these policies are administered by the life insurance carriers and the income we
receive (i.e. increases or decreases in the cash surrender value of the policies) on these policies is dependent upon the
returns the insurance carriers are able to earn on the underlying investments that support these policies. Earnings on these
policies are generally not taxable.
Securities (losses) gains, net consist of realized gains and losses on the sale of securities and other-than-temporary
impairment charges. Net losses realized on the sale of securities were $221 thousand for 2016, compared to net gains
realized on the sale of securities of $16 thousand for 2015. The Company did not incur any other-than-temporary
impairment charges in 2016 and 2015.
Noninterest Expense
(Dollars in thousands)
Salaries and benefits
Net occupancy and equipment
Professional fees
FDIC and other regulatory assessments
Other real estate owned, net
(Gain) loss on early extinguishment of debt
Other
Total noninterest expense
Year ended December 31
2016
9,826
1,474
825
406
(371)
(790)
3,978
15,348
$
$
2015
9,293
1,547
756
472
11
362
3,931
16,372
$
$
The increase in salaries and benefits expense reflects routine annual increases.
The decrease in FDIC and other regulatory assessments expense was primarily due to a decrease in the Bank’s initial
assessment rate during 2016. In addition to changes in the FDIC assessment rate formula for banks with less than $10
billion in assets, the initial assessment rate for all banks decreased effective July 1, 2016 due to the Deposit Insurance
Reserve Fund ratio exceeding 1.15% at June 30, 2016.
The decrease in other real estate owned expense was primarily due to gains realized from sale of OREO.
During 2016 the Company recognized a $0.8 million gain on early extinguishment of debt when it purchased $4.0 million
of the $7.0 million in outstanding trust preferred securities issued by Auburn National Bancorporation Capital Trust, Inc.
(the “Trust”) and deemed an equivalent amount of the related junior subordinated debentures issued by the Company as no
longer outstanding. During 2015, the Company repaid $5.0 million of long-term debt with an interest rate of 3.59% and
incurred $0.4 million loss on early extinguishment of debt.
PAGE 10
Income Tax Expense
Income tax expense was $3.1 million in 2016 compared to $2.8 million in 2015. The Company’s effective income tax rate
was 27.57% in 2016, compared to 26.41% in 2015. The Company’s effective income tax rate increased primarily due to an
increase in the levels of earnings before taxes and a decrease in tax exempt earnings from bank-owned life insurance.
BALANCE SHEET ANALYSIS
Securities
Securities available-for-sale were $243.6 million at December 31, 2016, an increase of $1.9 million, or 1%, compared to
$241.7 million as of December 31, 2015. This increase was primarily due to an increase of $6.1 million in amortized cost
basis of securities available-for-sale from purchases, net of principal repayments, maturities and calls, partially offset by a
decrease of $4.2 million due to the change in unrealized gains (losses) on available-for-sale securities, reflecting a decrease
in prices as long-term interest rates increased. The average tax-equivalent yields earned on total securities were 2.99% in
2016 and 3.05% in 2015.
The following table shows the carrying value and weighted average yield of securities available-for-sale as of December
31, 2016 according to contractual maturity. Actual maturities may differ from contractual maturities of residential
mortgage-backed securities (“RMBS”) because the mortgages underlying the securities may be called or prepaid with or
without penalty.
(Dollars in thousands)
Agency obligations
Agency RMBS
State and political subdivisions
Total available-for-sale
Weighted average yield:
Agency obligations
Agency RMBS
State and political subdivisions
Total available-for-sale
Loans
(In thousands)
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total loans
Less: unearned income
$
$
$
1 year
or less
1 to 5
years
5 to 10
years
After 10
Total
years
Fair Value
December 31, 2016
3,047
—
—
3,047
1.01%
—
—
1.01%
22,531
972
2,480
25,983
1.82%
2.24%
3.95%
2.04%
19,893
16,171
10,210
46,274
1.95%
2.32%
3.83%
2.49%
—
110,644
57,624
168,268
—
2.23%
3.28%
2.59%
45,471
127,787
70,314
243,572
1.82%
2.24%
3.38%
2.49%
2016
49,850
41,650
220,439
110,855
8,712
431,506
(560)
2015
52,479
43,694
203,853
116,673
10,220
426,919
(509)
2014
54,329
37,298
192,006
107,641
12,335
403,609
(655)
2013
57,780
36,479
174,920
101,706
12,893
383,778
(439)
December 31
2012
59,334
37,631
183,611
105,631
12,219
398,426
(233)
Loans, net of unearned income
$
430,946
426,410
402,954
383,339
398,193
Total loans, net of unearned income, were $430.9 million at December 31, 2016, an increase of $4.5 million, or 1%, from
$426.4 million at December 31, 2015. Four loan categories represented the majority of the loan portfolio at December 31,
2016: commercial real estate mortgage loans (51%), residential real estate mortgage loans (26%), commercial and industrial
loans (12%) and construction and land development loans (10%). Approximately 23% of the Company’s commercial real
estate loans were classified as owner-occupied at December 31, 2016 and 2015.
PAGE 11
MANAGEMENT’S DISCUSSION AND ANALYSIS
Within its residential real estate mortgage portfolio, the Company had junior lien mortgages of approximately $13.7
million, or 3%, and $16.4 million, or 4%, of total loans, net of unearned income at December 31, 2016 and 2015,
respectively. For residential real estate mortgage loans with a consumer purpose, approximately $1.4 million and $0.9
million required interest-only payments at December 31, 2016 and 2015, respectively. The Company’s residential real
estate mortgage portfolio does not include any option ARM loans, subprime loans, or any material amount of other high-
risk consumer mortgage products.
Purchased loan participations included in the Company’s loan portfolio were approximately $1.3 million and $1.4 million
as of December 31, 2016 and 2015, respectively. All purchased loan participations are underwritten by the Company
independent of the selling bank. In addition, all loans, including purchased participations, are evaluated for collectability
during the course of the Company’s normal loan review procedures. If the Company deems a participation loan impaired, it
applies the same accounting policies and procedures described under “Critical Accounting Policies – Allowance for Loan
Losses”.
The average yield earned on loans and loans held for sale was 4.73% in 2016 and 4.95% in 2015.
The specific economic and credit risks associated with our loan portfolio include, but are not limited to, the effects of
current economic conditions on our borrowers’ cash flows, real estate market sales volumes, valuations, and availability
and cost of financing for properties, real estate industry concentrations, 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.
The Company attempts to reduce these economic and credit risks by adhering to loan to value guidelines for collateralized
loans, investigating the creditworthiness of borrowers and monitoring borrowers’ financial positions. Also, we establish and
periodically review our lending policies and procedures. Banking regulations limit a bank’s credit exposure by prohibiting
unsecured loan relationships that exceed 10% of its capital accounts; or 20% of capital accounts, if loans in excess of 10%
are fully secured. Under these regulations, we are prohibited from having secured loan relationships in excess of
approximately $17.8 million. Furthermore, we have an internal limit for aggregate credit exposure (loans outstanding plus
unfunded commitments) to a single borrower of $16.0 million. Our loan policy requires that the Loan Committee of the
Board of Directors approve any loan relationships that exceed this internal limit. At December 31, 2016, the Bank had no
loan relationships exceeding this limit.
We periodically analyze our commercial loan portfolio 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 December 31, 2016 (and related balances at December 31, 2015).
(In thousands)
Multi-family residential properties
Lessors of 1-4 family residential properties
Shopping centers
Office buildings
Allowance for Loan Losses
$
2016
46,998
45,290
40,925
22,366
$
December 31
2015
45,264
46,664
38,116
18,818
The Company maintains the allowance for loan losses at a level that management believes appropriate to adequately cover
the Company’s estimate of probable losses in the loan portfolio. As of December 31, 2016 and 2015, respectively, the
allowance for loan losses was $4.6 million and $4.3 million, respectively, which management believed to be adequate at
each of the respective dates. The judgments and estimates associated with the determination of the allowance for loan losses
are described under “Critical Accounting Policies”.
PAGE 12
A summary of the changes in the allowance for loan losses and certain asset quality ratios for each of the five years in the
five year period ended December 31, 2016 is presented below.
(Dollars in thousands)
Allowance for loan losses:
Balance at beginning of period
Charge-offs:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total charge-offs
Recoveries:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total recoveries
Net recoveries (charge-offs)
Provision for loan losses
Ending balance
as a % of loans
as a % of nonperforming loans
Net (recoveries) charge-offs as a % of
average loans
2016
2015
2014
2013
2012
Year ended December 31
$
4,289
4,836
5,268
6,723
6,919
(97)
—
(194)
(182)
(67)
(540)
29
1,212
—
127
11
1,379
839
(485)
4,643
1.08 %
196 %
(100)
—
(866)
(89)
(59)
(1,114)
22
17
—
313
15
367
(747)
200
4,289
1.01
158
(0.19) %
0.18
(46)
(235)
—
(438)
(89)
(808)
71
8
119
112
16
326
(482)
50
4,836
1.20
433
0.12
(514)
(39)
(262)
(808)
(397)
(2,020)
48
6
4
88
19
165
(1,855)
400
5,268
1.37
124
0.48
(289)
(231)
(3,184)
(545)
(85)
(4,334)
54
46
71
134
18
323
(4,011)
3,815
6,723
1.69
64
1.03
$
As noted under “Critical Accounting Policies”, management assesses the adequacy of the allowance prior to the end of each
calendar quarter. The level of the allowance is based upon management’s evaluation of the loan portfolios, past loan loss
experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay
(including the timing of future payment), the estimated value of any underlying collateral, composition of the loan
portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors. This evaluation
is inherently subjective as it requires various material estimates and judgments including the amounts and timing of future
cash flows expected to be received on impaired loans that may be susceptible to significant change. The ratio of our
allowance for loan losses to total loans outstanding was 1.08% at December 31, 2016, compared to 1.01% at December 31,
2015. In the future, the allowance to total loans outstanding ratio will increase or decrease to the extent the factors that
influence our quarterly allowance assessment in their entirety either improve or weaken.
Net recoveries were $0.8 million, or 0.19% of average loans, in 2016, compared to net charge-offs of $0.7 million, or
0.18%, in 2015. In 2016, the Company recognized a recovery of $1.2 million from the payoff of one nonperforming
construction and land development loan. Excluding this recovery, net charge-offs as a percent of average loans would have
been 0.08%.
At December 31, 2016 and 2015, the ratio of our allowance for loan losses as a percentage of nonperforming loans was
196% and 158%, respectively. The increase was due to several factors, including certain refinements to our allowance for
loan loss methodology described under “Critical Accounting Policies”, loan portfolio growth, and a decrease in
nonperforming loans.
At December 31, 2016 and 2015, the Company’s recorded investment in loans considered impaired was $2.1 million and
$3.4 million, respectively, with corresponding valuation allowances (included in the allowance for loan losses) of $31
thousand and $121 thousand at each respective date. The decrease was due to two loan payoffs with balances totaling $1.3
million.
PAGE 13
MANAGEMENT’S DISCUSSION AND ANALYSIS
Our regulators, as an integral part of their examination process, periodically review the Company’s allowance for loan
losses, and may require the Company to make additional provisions to the allowance for loan losses based on their
judgment about information available to them at the time of their examinations.
Nonperforming Assets
At December 31, 2016 the Company had $2.5 million in nonperforming assets compared to $3.0 million at December 31,
2015.
The table below provides information concerning total nonperforming assets and certain asset quality ratios.
(Dollars in thousands)
Nonperforming assets:
Nonperforming (nonaccrual) loans
Other real estate owned
Total nonperforming assets
as a % of loans and other real estate owned
as a % of total assets
Nonperforming loans as a % of total loans
Accruing loans 90 days or more past due
2016
2015
2014
2013
2012
December 31
$
$
$
2,370
152
2,522
0.59 %
0.30 %
0.55 %
—
2,714
252
2,966
0.70
0.36
0.64
—
1,117
534
1,651
0.41
0.21
0.28
—
4,261
3,884
8,145
2.10
1.08
1.11
73
10,535
4,919
15,454
3.83
2.03
2.65
58
The table below provides information concerning the composition of nonaccrual loans at December 31, 2016 and 2015,
respectively.
(In thousands)
Nonaccrual loans:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total nonaccrual loans / nonperforming loans
December 31
2016
2015
$
$
37
32
2,027
252
22
2,370
43
583
1,750
325
13
2,714
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 more
than 90 days past due, unless the loan is both well-secured and in the process of collection. At December 31, 2016, the
Company had $2.4 million in loans on nonaccrual, compared to $2.7 million at December 31, 2015.
Due to the weakening credit status of a borrower, the Company may elect to formally restructure certain loans to facilitate a
repayment plan that minimizes the potential losses that we might incur. Restructured loans, or troubled debt restructurings
(“TDRs”), are classified as impaired loans, and if the loans are on nonaccrual status as of the date of restructuring, the loans
are included in the nonaccrual loan balances noted above. Nonaccrual loan balances do not include loans that have been
restructured that were performing as of the restructure date. At December 31, 2016 and 2015, the Company had $0.2
million and $1.1 million, respectively, in accruing TDRs.
At December 31, 2016 and 2015, there were no loans 90 days past due and still accruing interest.
PAGE 14
The table below provides information concerning the composition of OREO at December 31, 2016 and 2015, respectively.
(In thousands)
Other real estate owned:
Commercial:
Developed lots
Residential
Total other real estate owned
2016
37
115
152
December 31
2015
252
—
252
$
$
At December 31, 2016, the Company held $0.2 million in OREO, which was acquired from borrowers compared to $0.3
million at December 31, 2015.
Potential Problem Loans
Potential problem loans represent those loans with a well-defined weakness and where information about possible credit
problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present
repayment terms. This definition is believed to be substantially consistent with the standards established by the Federal
Reserve, the Company’s primary regulator, for loans classified as substandard, excluding nonaccrual loans. Potential
problem loans, which are not included in nonperforming assets, amounted to $5.8 million, or 1.4% of total loans at
December 31, 2016, compared to $5.9 million, or 1.4% of total loans at December 31, 2015.
The table below provides information concerning the composition of potential problem loans at December 31, 2016 and
2015, respectively.
(In thousands)
Potential problem loans:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total potential problem loans
2016
233
340
854
4,326
90
5,843
$
$
December 31
2015
323
593
491
4,371
114
5,892
At December 31, 2016, approximately $0.5 million or 8.9% of total potential problem loans were past due at least 30 but
less than 90 days.
The following table is a summary of the Company’s performing loans that were past due at least 30 days but less than
90 days as of December 31, 2016 and 2015, respectively.
(In thousands)
Performing loans past due 30 to 89 days:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total performing loans past due 30 to 89 days
2016
66
395
242
1,301
38
2,042
$
$
December 31
2015
49
—
—
1,334
28
1,411
PAGE 15
MANAGEMENT’S DISCUSSION AND ANALYSIS
Deposits
(In thousands)
Noninterest bearing demand
NOW
Money market
Savings
Certificates of deposit under $100,000
Certificates of deposit and other time deposits of $100,000 or more
Brokered certificates of deposit
Total deposits
2016
181,890
117,943
179,643
51,530
77,255
120,510
10,372
739,143
$
$
December 31
2015
156,817
118,998
183,042
45,172
85,427
123,740
10,431
723,627
Total deposits were $739.1 million and $723.6 million at December 31, 2016 and 2015, respectively. The increase in total
deposits of $15.5 million and the change in deposit mix reflect customer preferences for short-term instruments in a low
interest rate environment.
The average rates paid on total interest-bearing deposits were 0.68% in 2016 and 0.73% in 2015. Noninterest bearing
deposits were 25% and 22% of total deposits at both December 31, 2016 and 2015, respectively.
Other Borrowings
Other borrowings consist of short-term borrowings and long-term debt. Short-term borrowings 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 fund lines totaling $41.0 million with none outstanding at December 31, 2016 and 2015, repectively.
Securities sold under agreements to repurchase totaled $3.4 million and $3.0 million at December 31, 2016 and 2015,
respectively.
The average rates paid on short-term borrowings was 0.50% in 2016 and 2015, respectively. Information concerning the
average balances, weighted average rates, and maximum amounts outstanding for short-term borrowings during the two-
year period ended December 31, 2016 is included in Note 10 to the accompanying consolidated financial statements
included in this annual report.
Long-term debt includes subordinated debentures related to trust preferred securities. The Company had $3.2 million in
junior subordinated debentures related to trust preferred securities outstanding at December 31, 2016 compared to $7.2 at
December 31, 2015. The debentures mature on December 31, 2033 and have been redeemable since December 31, 2008.
The average rates paid on long-term debt were 3.52% in 2016 and 3.40% in 2015.
CAPITAL ADEQUACY
The Company's consolidated stockholders' equity was $82.2 million and $79.9 million as of December 31, 2016 and 2015,
respectively. The change from December 31, 2015 was primarily driven by net earnings of $8.2 million, partially offset by
cash dividends paid of $3.3 million and an other comprehensive loss due to the change in unrealized gains (losses) on
securities available-for-sale, net-of-tax, of $2.6 million.
The Company’s Tier 1 leverage ratio was 10.27%, Common Equity Tier 1 (“CET1”) risk-based capital ratio was 16.44%,
Tier 1 risk-based capital ratio was 17.00%, and total risk-based capital ratio was 17.95% at December 31, 2016. 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.” Based on current regulatory standards, the Company is classified as “well capitalized.”
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.
PAGE 16
Interest Rate Risk Management
In the normal course of business, the Company is exposed to market risk arising from fluctuations in interest rates because
assets and liabilities may mature or reprice at different times. For example, if liabilities reprice faster than assets, and
interest rates are generally rising, earnings will initially decline. In addition, assets and liabilities may reprice at the same
time but by different amounts. For example, when the general level of interest rates is rising, the Company may increase
rates paid on interest bearing demand deposit accounts and savings deposit accounts by an amount that is less than the
general increase in market interest rates. Also, short-term and long-term market interest rates may change by different
amounts. For example, a flattening yield curve may reduce the interest spread between new loan yields and funding costs.
Further, the remaining maturity of various assets and liabilities may shorten or lengthen as interest rates change. For
example, if long-term mortgage interest rates decline sharply, mortgage-backed securities in the securities portfolio may
prepay earlier than anticipated, which could reduce earnings. Interest rates may also have a direct or indirect effect on loan
demand, loan losses, mortgage origination volume, the fair value of MSRs and other items affecting earnings.
ALCO measures and evaluates the interest rate risk so that we can meet customer demands for various types of loans and
deposits. ALCO determines the most appropriate amounts of on-balance sheet and off-balance sheet items. Measurements
used to help manage interest rate sensitivity include an earnings simulation and an economic value of equity model.
Earnings simulation. Management believes that interest rate risk is best estimated by our earnings simulation modeling.
On at least a quarterly basis, the following 12 month time period is simulated to determine a baseline net interest income
forecast and the sensitivity of this forecast to changes in interest rates. The baseline forecast assumes an unchanged or flat
interest rate environment. 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
The following table reports the variance of net interest income over the next 12 months assuming a gradual change in
interest rates up or down when compared to the baseline net interest income forecast at December 31, 2016.
Changes in Interest Rates
400 basis points
300 basis points
200 basis points
100 basis points
(100) basis points
(200) basis points
(300) basis points
(400) basis points
NM=not meaningful
Net Interest Income % Variance
3.24 %
2.45
1.87
0.33
0.36
NM
NM
NM
At December 31, 2016, our earnings simulation model indicated that we were in compliance with the policy guidelines
noted above.
PAGE 17
MANAGEMENT’S DISCUSSION AND ANALYSIS
Economic Value of Equity. Economic value of equity (“EVE”) measures the extent that 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:
45% for an instantaneous change of +/- 400 basis points
35% 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
The following table reports the variance of EVE assuming an immediate change in interest rates up or down when
compared to the baseline EVE at December 31, 2016.
Changes in Interest Rates
400 basis points
300 basis points
200 basis points
100 basis points
(100) basis points
(200) basis points
(300) basis points
(400) basis points
NM=not meaningful
EVE % Variance
(22.69) %
(16.33)
(10.50)
(4.54)
0.22
NM
NM
NM
At December 31, 2016, our EVE model indicated that we were in compliance with the policy guidelines noted above.
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. Prepayment 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 one tool to manage interest rate sensitivity while continuing to meet the credit and
deposit needs of our customers. From time to time, the Company may enter into interest rate swaps (“swaps”) to facilitate
customer transactions and meet their financing needs. These swaps qualify as derivatives, but are not designated as hedging
instruments. At December 31, 2016 and 2015, the Company had no derivative contracts to assist in managing interest rate
sensitivity.
PAGE 18
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. Without proper management of its liquidity, the
Company could experience higher costs of obtaining funds due to insufficient liquidity, while excessive liquidity can lead
to a decline in earnings due to the opportunity cost of foregoing alternative higher-yielding investment opportunities.
Liquidity is managed at two levels: at the Company and at the Bank. The management of liquidity at both levels is
essential, because the Company and the Bank have different funding needs and sources, are separate legal entities, and each
are subject to regulatory guidelines and requirements.
The primary source of funding and the primary source of liquidity for the Company includes dividends received from the
Bank, and secondarily proceeds from the issuance of common stock or other securities. Primary uses of funds for the
Company include dividends paid to shareholders, stock repurchases, and interest payments on junior subordinated
debentures issued by the Company in connection with trust preferred securities. The junior subordinated debentures are
presented as long-term debt in the accompanying consolidated balance sheets and the related trust preferred securities are
includible in Tier 1 Capital for regulatory capital purposes.
Primary sources of funding for the Bank include customer deposits, other borrowings, repayment and maturity of securities,
and sale and repayment of 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 has participated in the FHLB's advance program
to obtain funding for its growth. Advances include both fixed and variable terms and are taken out with varying maturities.
As of December 31, 2016, the Bank had a remaining available line of credit with the FHLB totaling $251.4 million. As of
December 31, 2016, the Bank also had $41.0 million of federal funds lines, with none outstanding. Primary uses of funds
include repayment of maturing obligations and growing the loan portfolio.
The following table presents additional information about our contractual obligations as of December 31, 2016, which by
their terms had contractual maturity and termination dates subsequent to December 31, 2016:
(Dollars in thousands)
Contractual obligations:
Deposit maturities (1)
Long-term debt
Operating lease obligations
Total
Total
739,143
3,217
245
$742,605
$
$
Payments due by period
1 year
or less
641,434
—
155
$641,589
1 to 3
years
81,128
—
87
$81,215
3 to 5
years
More than
5 years
16,581
—
3
$16,584
—
3,217
—
$3,217
(1) Deposits with no stated maturity (demand, NOW, money market, and savings deposits) are presented in the "1 year or less" column
Management believes that the Company and the Bank have adequate sources of liquidity to meet all known contractual
obligations and unfunded commitments, including loan commitments and reasonable borrower, depositor, and creditor
requirements over the next 12 months.
Off-Balance Sheet Arrangements
At December 31, 2016, the Bank had outstanding standby letters of credit of $7.4 million and unfunded loan commitments
outstanding of $46.0 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 has the ability to liquidate federal funds sold or securities available-for-sale,
or on a short-term basis to borrow and purchase federal funds from other financial institutions.
PAGE 19
MANAGEMENT’S DISCUSSION AND ANALYSIS
Residential mortgage lending and servicing activities
Since 2009, we have primarily sold 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 December 31, 2016, the unpaid principal balance of residential mortgage loans, which we have originated and sold,
but retained the servicing rights was $338.4 million. Although these loans are generally sold on a non-recourse basis,
except for breaches of customary seller representations and warranties, we may have to repurchase residential mortgage
loans in cases where we breach such representations or warranties or the other terms of the sale, such as where we fail to
deliver required documents or the documents we deliver are defective. Investors also may require the repurchase of a
mortgage loan when an early payment default underwriting review reveals significant underwriting deficiencies, even if the
mortgage loan has subsequently been brought current. Repurchase demands 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 event has
occurred. We seek to reduce and manage the risks of potential repurchases or other claims by mortgage loan investors
through our underwriting, quality assurance and servicing practices, including good communications with our residential
mortgage investors.
In 2016, as a result of the representation and warranty provisions contained in the Company’s sale agreements with Fannie
Mae, the Company was required to repurchase one loan with an aggregate principal balance of $196 thousand that was
current as to principal and interest at the time of repurchase. During 2015, the Company was required to repurchase two
loans with an aggregate principal balance of $287 thousand that were current as to principal and interest at the time of
repurchase and reimburse Fannie Mae approximately $37 thousand related to a make whole request. At December 31,
2016, the Company had no pending repurchase requests related to representation and warranty provisions.
Also, in January 2015, the Company voluntarily repurchased from Fannie Mae ten investment property loans with an
aggregate principal balance of $4.0 million that were made to the same borrower and were current as to principal and
interest. At the date of repurchase, the aggregate fair value of these ten investment property loans was greater than the
repurchase price required by Fannie Mae. As part of the Company’s quality control review procedures, one of these ten
loans was self-reported to Fannie Mae in 2014 for possible breaches related to representation and warranty provisions.
After further investigation, the Company identified certain underwriting deficiencies for the other nine investment property
loans and submitted the voluntary repurchase request to Fannie Mae. In response to the quality control review findings
related to this one borrower, the Company has put additional controls in place for investment property loans originated for
sale, including additional quality control reviews and management approvals. Furthermore, management performed
additional reviews of investment property loans originated for sale, including a review of the number of loans to one
borrower, and does not believe there is any material exposure related to representation and warranty provisions for these
loans.
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 agreement under which we act as servicer generally specifies a standard 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 servicing guides issued by Fannie Mae as well as
the contract provisions established between Fannie Mae and the Bank. Remedies could include repurchase of an affected
loan.
PAGE 20
Although to date repurchase requests related to representation and warranty provisions, and servicing activities have been
limited, it is possible that requests to repurchase mortgage loans may increase in frequency if investors more aggressively
pursue all means of recovering losses on their purchased loans. As of December 31, 2016, we believe that this exposure is
not material due to the historical level of repurchase requests and loss trends, the results of our quality control reviews, and
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.
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.
CURRENT ACCOUNTING DEVELOPMENTS
The following Accounting Standards Updates (“Updates” or “ASUs”) have been issued by the FASB but are not yet
effective.
ASU 2014-09, Revenue from Contracts with Customers (Topic 606);
ASU 2015-14, Revenue from Contracts with Customers (Topic 606)– Deferral of the Effective Date;
ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities;
ASU 2016-02, Leases (Topic 842);
ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments;
ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments;
and
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash
Information about these pronouncements is described in more detail below.
ASU 2014-09, Revenue from Contracts with Customers, provides a comprehensive and converged standard on revenue
recognition. The new guidance is intended to improve comparability of revenue recognition practices across entities,
industries, jurisdictions, and capital markets. The core principle of the guidance is that an entity should recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects consideration to which the entity
expects to be entitled in exchange for those goods and services. This guidance also requires new qualitative and
quantitative disclosures related to revenue from contracts with customers. In August 2015, FASB issued ASU 2015-14,
Revenue from Contracts with Customers – Deferral of the Effective Date, which defers the effective date by one year.
With the deferral, these changes are effective for the Company in the first quarter of 2018 with retrospective application to
each prior reporting period or with the cumulative effect of initially applying this Update at the date of initial application.
Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated
financial statements.
PAGE 21
MANAGEMENT’S DISCUSSION AND ANALYSIS
ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial
Liabilities, enhances the reporting model for financial instruments to provide users of financial statements with more
decision-useful information. The ASU addresses certain aspects of recognition, measurement, presentation, and disclosure
of financial instruments. Some of the amendments include the following: 1) Require equity investments (except those
accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at
fair value with changes in fair value recognized in net income; 2) Simplify the impairment assessment of equity
investments without readily determinable fair values by requiring a qualitative assessment to identify impairment;
3) Require public business entities to use the exit price notion when measuring the fair value of financial instruments for
disclosure purposes; 4) Require an entity to present separately in other comprehensive income the portion of the total
change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has
elected to measure the liability at fair value; among others. For public business entities, the amendments of this ASU are
effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The
Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
ASU 2016-02, Leases, requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A
lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a
right-of-use asset representing its right to use the underlying asset for lease term. The new guidance is effective for annual
and interim reporting periods beginning after December 15, 2018. The amendment should be applied at the beginning of
the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning
of an interim or annual reporting period. The Company is currently evaluating the impact of the new guidance on its
consolidated financial statements.
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): - Measurement of Credit Losses on Financial
Instruments, amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt
securities. For assets held at amortized cost basis, the new standard eliminates the probable initial recognition threshold in
current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses using a broader
range of information regarding past events, current conditions and forecasts assessing the collectability of cash flows. The
allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to
present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a
manner similar to current GAAP, however the new standard will require that credit losses be presented as an allowance
rather than as a write-down. The new guidance affects entities holding financial assets and net investment in leases that are
not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net
investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not
excluded from the scope that have the contractual right to receive cash. For public business entities that are SEC filers, the
new guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2019 early adoption
is permitted beginning in 2019. The Company is currently evaluating the impact of the new guidance on its consolidated
financial statements.
ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, provides
guidance on eight specific cash flow issues where current GAAP is either unclear or does not include specific guidance on
classification in the statement of cash flows. The new guidance is effective for annual and interim reporting periods in
fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of the new guidance on
its consolidated financial statements.
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted cash, amends guidance on how the statement of cash flows
presents the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted
cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents
should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total
amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted
cash or restricted cash equivalents. The new guidance is effective for public business entities for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in
an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of
the beginning of the fiscal year that includes that interim period. The amendments are applied using a retrospective
transition method to each period transitioned. The Company is currently evaluating the impact of the new guidance on its
consolidated financial statements.
PAGE 22
FINANCIAL TABLES
Table 1 – Explanation of Non-GAAP Financial Measures
In addition to results presented in accordance with GAAP, this annual report on Form 10-K includes certain designated net
interest income amounts presented on a tax-equivalent basis, a non-GAAP financial measure, including the presentation of
total revenue and the 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 reconciliation of these non-
GAAP financial measures from GAAP to non-GAAP is presented below.
(In thousands)
Net interest income (GAAP)
Tax-equivalent adjustment
Net interest income (Tax-equivalent)
Year ended December 31
2016
22,732
1,276
24,008
2015
22,718
1,342
24,060
2014
21,453
1,288
22,741
2013
20,922
1,440
22,362
2012
20,897
1,642
22,539
$
$
PAGE 23
FINANCIAL TABLES
Table 2 - Selected Financial Data
(Dollars in thousands, except per share amounts)
Income statement
Tax-equivalent interest income (a)
Total interest expense
Tax equivalent net interest income (a)
Provision for loan losses
Total noninterest income
Total noninterest expense
Net earnings before income taxes and
tax-equivalent adjustment
Tax-equivalent adjustment
Income tax expense
Net earnings
Per share data:
Basic and diluted net earnings
Cash dividends declared
Weighted average shares outstanding
Basic and diluted
Shares outstanding
Book value
Common stock price
High
Low
Period-end
To earnings ratio
To book value
Performance ratios:
Return on average equity
Return on average assets
Dividend payout ratio
Average equity to average assets
Asset Quality:
Allowance for loan losses as a % of:
Loans
Nonperforming loans
Nonperforming assets as a % of:
Loans and other real estate owned
Total assets
Nonperforming loans as % of loans
Net (recoveries) charge-offs as a % of average loans
Capital Adequacy:
CET 1 risk-based capital ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
Tier 1 leverage ratio
Other financial data:
Net interest margin (a)
Effective income tax rate
Efficiency ratio (b)
Selected period end balances:
Securities
Loans, net of unearned income
Allowance for loan losses
Total assets
Total deposits
Long-term debt
Total stockholders’ equity
$
$
$
$
$
$
$
$
2016
2015
2014
Year ended December 31
2012
2013
28,092
4,084
24,008
(485)
3,383
15,348
12,528
1,276
3,102
8,150
28,495
4,435
24,060
200
4,532
16,372
12,020
1,342
2,820
7,858
28,105
5,364
22,741
50
3,933
15,104
11,520
1,288
2,784
7,448
28,898
6,536
22,362
400
7,298
18,412
10,848
1,440
2,290
7,118
2.24
0.90
2.16
0.88
2.04
0.86
1.95
0.84
30,709
8,170
22,539
3,815
10,483
19,383
9,824
1,642
1,419
6,763
1.86
0.82
3,643,504
3,643,523
22.55
3,643,428
3,643,478
21.94
3,643,278
3,643,328
20.80
3,643,003
3,643,118
17.70
3,642,831
3,642,903
19.26
31.31
24.56
31.31
13.98x
139 %
9.65 %
0.98 %
40.18 %
10.14 %
1.08 %
196 %
0.59 %
0.30 %
0.55 %
(0.19) %
16.44 %
17.00 %
17.95 %
10.27 %
3.05 %
27.57 %
56.03 %
30.39
23.15
29.62
13.78
135
9.98
0.98
40.74
9.79
1.01
158
0.70
0.36
0.64
0.18
15.28
16.57
17.44
10.35
3.17
26.41
57.26
25.80
22.10
23.64
11.59
114
10.53
0.97
42.16
9.17
1.20
433
0.41
0.21
0.28
0.12
na
17.45
18.54
10.32
3.15
27.21
56.62
25.75
20.80
25.00
12.89
141
10.33
0.94
43.08
9.07
1.37
124
2.10
1.08
1.11
0.48
na
17.19
18.40
10.10
3.16
24.34
62.08
26.65
18.23
20.85
11.21
108
9.85
0.90
44.09
9.09
1.69
64
3.83
2.03
2.65
1.03
na
16.20
17.46
9.58
3.21
17.34
58.70
243,572
430,946
4,643
831,943
739,143
3,217
82,177
241,687
426,410
4,289
817,189
723,627
7,217
79,949
267,603
402,954
4,836
789,231
693,390
12,217
75,799
271,219
383,339
5,268
751,343
668,844
12,217
64,485
259,475
398,193
6,723
759,833
636,817
47,217
70,149
(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.
PAGE 24
Table 3 - Average Balance and Net Interest Income Analysis
(Dollars in thousands)
Interest-earning assets:
Loans and loans held for sale (1)
Securities - taxable
Securities - tax-exempt (2)
Total securities
Federal funds sold
Interest bearing bank deposits
Total interest-earning assets
Cash and due from banks
Other assets
Total assets
Interest-bearing liabilities:
Deposits:
NOW
Savings and money market
Certificates of deposits
less than $100,000
Certificates of deposits and
other time deposits of
$100,000 or more
Total interest-bearing deposits
Short-term borrowings
Long-term debt
Total interest-bearing liabilities
Noninterest-bearing deposits
Other liabilities
Stockholders' equity
Total liabilities and
and stockholders' equity
$
$
$
2016
Interest
Income/
Expense
20,453
3,282
3,754
7,036
249
354
28,092
Average
Balance
432,180 $
166,870
68,507
235,377
49,446
70,064
787,067
13,126
32,127
832,320
Year ended December 31
Yield/
Rate
Average
Balance
4.73% $
1.97%
5.48%
2.99%
0.50%
0.51%
3.57%
$
413,616 $
186,845
68,386
255,231
58,607
31,028
758,482
13,232
32,413
804,127
2015
Interest
Income/
Expense
20,484
3,851
3,946
7,797
137
77
28,495
Yield/
Rate
4.95%
2.06%
5.77%
3.05%
0.23%
0.25%
3.76%
121,723
232,601
333
890
0.27% $
0.38%
115,146
215,936
348
832
0.30%
0.39%
80,760
781
0.97%
91,136
935
1.03%
131,902
566,986
2,973
6,474
576,433
167,695
3,760
84,432
1,837
3,841
15
228
4,084
1.39%
0.68%
0.50%
3.52%
0.71%
140,831
563,049
3,601
8,286
574,936
147,259
3,208
78,724
2,020
4,135
18
282
4,435
1.43%
0.73%
0.50%
3.40%
0.77%
$
832,320
$
804,127
Net interest income and margin
$
24,008
3.05%
$
24,060
3.17%
(1) Average loan balances are shown net of unearned income and loans on nonaccrual status have been included
in the computation of average balances.
(2) Yields on tax-exempt securities have been computed on a tax-equivalent basis using an income tax rate of 34%.
PAGE 25
FINANCIAL TABLES
Table 4 - Volume and Rate Variance Analysis
(Dollars in thousands)
Interest income:
Loans and loans held for sale
Securities - taxable
Securities - tax-exempt (1)
Total securities
Federal funds sold
Interest bearing bank deposits
Total interest income
Interest expense:
Deposits:
NOW
Savings and money market
Certificates of deposits less
than $100,000
Certificates of deposits and
other time deposits of
$100,000 or more
Total interest-bearing deposits
Short-term borrowings
Long-term debt
Total interest expense
Net interest income
$
$
$
$
Years ended December 31, 2016 vs. 2015
Years ended December 31, 2015 vs. 2014
Net
Due to change in
Net
Due to change in
Change
Rate (2)
Volume (2)
Change
Rate (2)
Volume (2)
(31)
(569)
(192)
(761)
112
277
(403)
(15)
58
(154)
(183)
(294)
(3)
(54)
(351)
(52)
(910)
(176)
(199)
(375)
158
80
(1,047)
(33)
(6)
(54)
(59)
(152)
—
10
(142)
(905)
879 $
(393)
7
(386)
(46)
197
644 $
933
(776)
156
(620)
28
49
390
(317)
(347)
(162)
(509)
22
(12)
(816)
1,250
(429)
318
(111)
6
61
1,206
18 $
64
17
(150)
(12)
(243)
29
93
(100)
(234)
(127)
(107)
(124)
(142)
(3)
(64)
(209)
(425)
(792)
(1)
(136)
(929)
853 $
1,319
(207)
(589)
—
(2)
(591)
(225)
(218)
(203)
(1)
(134)
(338)
1,544
(1) Yields on tax-exempt securities have been computed on a tax-equivalent basis using an income
tax rate of 34%.
(2) Changes that are not solely a result of volume or rate have been allocated to volume.
PAGE 26
Table 5 - Loan Portfolio Composition
(In thousands)
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total loans
Less: unearned income
Loans, net of unearned income
Less: allowance for loan losses
$
2016
49,850
41,650
220,439
110,855
8,712
431,506
(560)
430,946
(4,643)
Loans, net
$
426,303
2015
52,479
43,694
203,853
116,673
10,220
426,919
(509)
426,410
(4,289)
422,121
2014
54,329
37,298
192,006
107,641
12,335
403,609
(655)
402,954
(4,836)
398,118
2013
57,780
36,479
174,920
101,706
12,893
383,778
(439)
383,339
(5,268)
378,071
December 31
2012
59,334
37,631
183,611
105,631
12,219
398,426
(233)
398,193
(6,723)
391,470
PAGE 27
FINANCIAL TABLES
Table 6 - Loan Maturities and Sensitivities to Changes in Interest Rates
(Dollars in thousands)
Commercial and industrial
$
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total loans
$
December 31, 2016
1 year
1 to 5
After 5
Adjustable
Fixed
or less
32,599
21,434
24,144
7,185
3,164
88,526
years
8,777
17,689
82,353
23,616
5,208
137,643
years
8,474
2,527
113,942
80,054
340
205,337
Total
49,850
41,650
220,439
110,855
8,712
431,506
Rate
18,290
20,335
14,359
60,678
1,206
114,868
Rate
31,560
21,315
206,080
50,177
7,506
316,638
Total
49,850
41,650
220,439
110,855
8,712
431,506
PAGE 28
Table 7 - Allowance for Loan Losses and Nonperforming Assets
(Dollars in thousands)
Allowance for loan losses:
Balance at beginning of period
Charge-offs:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total charge-offs
Recoveries:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total recoveries
Net recoveries (charge-offs)
Provision for loan losses
Ending balance
as a % of loans
as a % of nonperforming loans
Net (recoveries) charge-offs as % of average loans
Nonperforming assets:
Nonaccrual/nonperforming loans
Other real estate owned
Total nonperforming assets
as a % of loans and other real estate owned
as a % total assets
Nonperforming loans as a % of total loans
Accruing loans 90 days or more past due
2016
2015
2014
2013
2012
Year ended December 31
$
4,289
4,836
5,268
6,723
6,919
(97)
—
(194)
(182)
(67)
(540)
29
1,212
—
127
11
1,379
839
(485)
$
4,643
1.08 %
196 %
(0.19) %
2,370
152
2,522
0.59 %
0.30 %
0.55 %
—
$
$
$
(100)
—
(866)
(89)
(59)
(1,114)
22
17
—
313
15
367
(747)
200
4,289
1.01
158
0.18
2,714
252
2,966
0.70
0.36
0.64
—
(46)
(235)
—
(438)
(89)
(808)
71
8
119
112
16
326
(482)
50
4,836
1.20
433
0.12
1,117
534
1,651
0.41
0.21
0.28
—
(514)
(39)
(262)
(808)
(397)
(2,020)
48
6
4
88
19
165
(1,855)
400
5,268
1.37
124
0.48
4,261
3,884
8,145
2.10
1.08
1.11
73
(289)
(231)
(3,184)
(545)
(85)
(4,334)
54
46
71
134
18
323
(4,011)
3,815
6,723
1.69
64
1.03
10,535
4,919
15,454
3.83
2.03
2.65
58
PAGE 29
FINANCIAL TABLES
Table 8 - Allocation of Allowance for Loan Losses
(Dollars in thousands)
Commercial and industrial
Construction and
land development
Commercial real estate
Residential real estate
Consumer installment
Total allowance for loan losses $
2016
2015
2014
2013
2012
Amount %*
Amount %*
Amount %*
Amount %*
$
540 11.6 $
523
12.3 $
639
13.5 $
386 15.1 $
Amount %*
14.9
812
December 31
812
9.7
2,071 51.0
1,107 25.7
2.0
$
113
4,643
669
1,879
1,059
159
4,289
10.2
47.8
27.3
2.4
$
974
1,928
1,119
176
4,836
9.2
47.5
26.7
3.1
$
366
9.5
3,186 45.5
1,114 26.5
3.4
216
5,268
$
9.4
46.1
26.5
3.1
1,545
3,137
1,126
103
6,723
* Loan balance in each category expressed as a percentage of total loans.
PAGE 30
Table 9 - CDs and Other Time Deposits of $100,000 or More
(Dollars in thousands)
Maturity of:
3 months or less
Over 3 months through 6 months
Over 6 months through 12 months
Over 12 months
Total CDs and other time deposits of $100,000 or more (1)
(1) Includes brokered certificates of deposit.
December 31, 2016
$
$
14,336
9,439
48,289
58,818
130,882
PAGE 31
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s
management and board of directors regarding the preparation and fair presentation of published financial statements. All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the direction of the Company’s Chief Executive Officer and Chief Financial Officer, management has assessed the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 in accordance with the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control – Integrated Framework (2013). Based on this assessment, management has concluded that such internal control
over financial reporting was effective as of December 31, 2016.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to the final rules of the Securities and Exchange Commission that permit the
Company to provide only a management’s report in this annual report.
PAGE 32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Auburn National Bancorporation, Inc.:
We have audited the accompanying consolidated balance sheets of Auburn National Bancorporation, Inc. and subsidiaries
(the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of earnings, comprehensive
income, stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Auburn National Bancorporation, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of
their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting
principles.
Greenville, South Carolina
March 3, 2017
www.elliottdavis.com
PAGE 33
AUDITED FINANCIAL STATEMENTS
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except share data)
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, net of unearned income
Allowance for loan losses
Loans, net
Premises and equipment, net
Bank-owned life insurance
Other real estate owned
Other assets
Total assets
Liabilities:
Deposits:
Noninterest-bearing
Interest-bearing
Total deposits
Federal funds purchased and securities sold under agreements to repurchase
Long-term debt
Accrued expenses and other liabilities
Total liabilities
Stockholders' equity:
Preferred stock of $.01 par value; authorized 200,000 shares;
issued shares - none
Common stock of $.01 par value; authorized 8,500,000 shares;
issued 3,957,135 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income, net
Less treasury stock, at cost - 313,612 shares and 313,657 shares
at December 31, 2016 and 2015, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements
$
$
$
$
$
$
2016
15,673
42,096
63,508
121,277
243,572
1,497
430,946
(4,643)
426,303
12,602
17,888
152
8,652
831,943
181,890
557,253
739,143
3,366
3,217
4,040
749,766
—
39
3,767
85,716
(708)
December 31
2015
9,806
57,395
46,729
113,930
241,687
1,540
426,410
(4,289)
422,121
11,866
17,433
252
8,360
817,189
156,817
566,810
723,627
2,951
7,217
3,445
737,240
—
39
3,766
80,845
1,937
(6,637)
82,177
831,943
$
(6,638)
79,949
817,189
$
PAGE 34
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Dollars in thousands, except share and per share data)
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
Long-term debt
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income:
Service charges on deposit accounts
Mortgage lending
Bank-owned life insurance
Other
Securities (losses) gains, net
Total noninterest income
Noninterest expense:
Salaries and benefits
Net occupancy and equipment
Professional fees
FDIC and other regulatory assessments
Other real estate owned, net
(Gain) loss on early extinguishment of debt
Other
Total noninterest expense
Earnings before income taxes
Income tax expense
Net earnings
Net earnings per share:
Basic and diluted
Year ended December 31
2016
2015
$
20,453
$
20,484
3,282
2,478
603
26,816
3,841
15
228
4,084
22,732
(485)
23,217
773
947
456
1,428
(221)
3,383
9,826
1,474
825
406
(371)
(790)
3,978
15,348
11,252
3,102
8,150
2.24
$
$
3,851
2,604
214
27,153
4,135
18
282
4,435
22,718
200
22,518
823
1,444
747
1,502
16
4,532
9,293
1,547
756
472
11
362
3,931
16,372
10,678
2,820
7,858
2.16
$
$
Weighted average shares outstanding:
Basic and diluted
See accompanying notes to consolidated financial statements
3,643,504
3,643,428
PAGE 35
AUDITED FINANCIAL STATEMENTS
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Net earnings
Other comprehensive loss, net of tax:
Unrealized net holding loss on all other securities
Reclassification adjustment for net loss (gain) on securities
recognized in net earnings
Other comprehensive loss
Comprehensive income
See accompanying notes to consolidated financial statements
Year ended December 31
2016
8,150 $
(2,784)
139
(2,645)
5,505 $
$
$
2015
7,858
(496)
(10)
(506)
7,352
PAGE 36
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Dollars in thousands, except share data)
Balance, December 31, 2014
Net earnings
Other comprehensive loss
Cash dividends paid ($0.88 per share)
Sale of treasury stock (150 shares)
Balance, December 31, 2015
Net earnings
Other comprehensive loss
Cash dividends paid ($0.90 per share)
Sale of treasury stock (45 shares)
Common Stock
Shares
3,957,135 $
Amount
39
—
—
—
—
39 $
—
—
—
—
—
—
—
—
—
—
—
—
3,957,135 $
3,957,135 $
Balance, December 31, 2016
See accompanying notes to consolidated financial statements
39 $
Additional
paid-in
capital
3,763
—
—
—
3
3,766 $
—
—
—
1
3,767 $
Accumulated
other
Retained
comprehensive Treasury
earnings
76,193
7,858
—
(3,206)
—
80,845
8,150
—
(3,279)
—
85,716
(loss) income
2,443
—
(506)
—
—
$
$
1,937 $
—
(2,645)
—
—
(708) $
stock
Total
(6,639) $
—
—
—
1
(6,638) $
—
—
—
1
(6,637) $
75,799
7,858
(506)
(3,206)
4
79,949
8,150
(2,645)
(3,279)
2
82,177
PAGE 37
AUDITED FINANCIAL STATEMENTS
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Year ended December 31
2016
2015
$
8,150
$
7,858
(485)
1,200
1,677
461
221
(764)
(392)
(790)
(42,860)
43,343
(455)
—
412
769
10,487
26,110
63,410
(97,494)
(4,097)
(1,206)
(25)
—
720
(12,582)
25,073
(9,557)
415
(3,210)
(3,279)
9,442
7,347
113,930
121,277
4,108
2,203
400
$
$
$
$
$
$
$
200
1,166
1,549
620
(16)
(1,152)
1
362
(63,566)
64,623
(471)
(276)
(350)
304
10,852
—
31,334
(7,752)
(24,212)
(1,534)
191
1,319
290
(364)
26,657
3,580
(1,730)
(5,362)
(3,206)
19,939
30,427
83,503
113,930
4,528
2,308
9
(In thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for loan losses
Depreciation and amortization
Premium amortization and discount accretion, net
Deferred tax expense
Net loss (gain) on securities available for sale
Net gain on sale of loans held for sale
Net (gain) loss on other real estate owned
(Gain) loss on early extinguishment of debt
Loans originated for sale
Proceeds from sale of loans
Increase in cash surrender value of bank owned life insurance
Income recognized from death benefit on bank-owned life insurance
Net decrease (increase) in other assets
Net increase in accrued expenses and other liabilities
Net cash provided by operating activities
$
Cash flows from investing activities:
Proceeds from sales of securities available-for-sale
Proceeds from maturities of securities available-for-sale
Purchase of securities available-for-sale
Increase in loans, net
Net purchases of premises and equipment
(Increase) decrease in FHLB stock
Proceeds from bank-owned life insurance death benefit
Proceeds from sale of other real estate owned
Net cash used in investing activities
Cash flows from financing activities:
Net increase in noninterest-bearing deposits
Net (decrease) increase in interest-bearing deposits
Net increase (decrease) in federal funds purchased and securities sold
under agreements to repurchase
Repayments or retirement of long-term debt
Dividends paid
Net cash provided by financing activities
Net change in cash and cash equivalents
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
Supplemental disclosure of non-cash transactions:
Real estate acquired through foreclosure
See accompanying notes to consolidated financial statements
$
$
$
$
$
$
PAGE 38
AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Auburn National Bancorporation, Inc. (the “Company”) is a bank holding company whose primary business is conducted
by its wholly-owned subsidiary, AuburnBank (the “Bank”). AuburnBank is a commercial bank located in Auburn,
Alabama. The Bank provides a full range of banking services in its primary market area, Lee County, which includes the
Auburn-Opelika Metropolitan Statistical Area.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Auburn
National Bancorporation Capital Trust I is an affiliate of the Company and was included in these consolidated financial
statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated
in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities as of the balance sheet date and the reported amounts of income and expense 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 the allowance for loan losses, fair value measurements,
valuation of other real estate owned, and valuation of deferred tax assets.
Reclassifications
Certain amounts reported in the prior period have been reclassified to conform to the current-period presentation. These
reclassifications had no impact on the Company’s previously reported net earnings or total stockholders’ equity.
Accounting Standards Adopted in 2016
In the first quarter of 2016, the Company adopted new guidance related to the following Accounting Standards Updates
(“Updates” or “ASUs”):
ASU 2015-02, Amendments to the Consolidation Analysis;
ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs; and
ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.
Information about these pronouncements is described in more detail below.
ASU 2015-02, Amendments to the Consolidation Analysis, affects reporting entities that are required to evaluate whether
they should consolidate certain legal entities. Specifically, the amendments: (1) Modify the evaluation of whether limited
partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) Eliminate the
presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of
reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships;
and (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are
required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment
Company Act of 1940 for registered money market funds. Adoption of this ASU did not have a material impact on the
Company’s consolidated financial statements.
ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, requires that debt issuance costs related to a recognized
debt liability be presented on the balance sheet as a direct deduction from the debt liability, rather than as an asset.
Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
PAGE 39
AUDITED FINANCIAL STATEMENTS
ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, provides guidance to customers
about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a
software license, the customer should account for the software license element of the arrangement consistent with the
acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer
should account for the arrangement as a service contract. The new guidance does not change the accounting for a
customer’s accounting for service contracts. Adoption of this ASU did not have a material impact on the Company’s
consolidated financial statements.
Cash Equivalents
Cash equivalents include cash on hand, cash items in process of collection, amounts due from banks, including interest
bearing deposits with other banks, and federal funds sold.
Securities
Securities are classified based on management’s intention at the date of purchase. At December 31, 2016, all of the
Company’s securities were classified as available-for-sale. Securities available-for-sale are used as part of the Company’s
interest rate risk management strategy, and they may be sold in response to changes in interest rates, changes in prepayment
risks or other factors. All securities classified as available-for-sale are recorded at fair value with any unrealized gains and
losses reported in accumulated other comprehensive income, net of the deferred income tax effects. Interest and dividends
on securities, including the amortization of premiums and accretion of discounts are recognized in interest income over the
anticipated life of the security using the effective interest method, taking into consideration prepayment assumptions.
Realized gains and losses from the sale of securities are determined using the specific identification method.
On a quarterly basis, management makes an assessment to determine whether there have been events or economic
circumstances to indicate that a security on which there is an unrealized loss is other-than-temporarily impaired. For equity
securities with an unrealized loss, the Company considers many factors including the severity and duration of the
impairment; the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value;
and recent events specific to the issuer or industry. Equity securities on which there is an unrealized loss that is deemed to
be other-than-temporary are written down to fair value with the write-down recorded as a realized loss in securities gains
(losses), net.
For debt securities with an unrealized loss, an other-than-temporary impairment write-down is triggered when (1) the
Company has the intent to sell a debt security, (2) it is more likely than not that the Company will be required to sell the
debt security before recovery of its amortized cost basis, or (3) the Company does not expect to recover the entire amortized
cost basis of the debt security. If the Company has the intent to sell a debt security or if it is more likely than not that it will
be required to sell the debt security before recovery, the other-than-temporary write-down is equal to the entire difference
between the debt security’s amortized cost and its fair value. If the Company does not intend to sell the security or it is not
more likely than not that it will be required to sell the security before recovery, the other-than-temporary impairment write-
down is separated into the amount that is credit related (credit loss component) and the amount due to all other factors. The
credit loss component is recognized in earnings, as a realized loss in securities gains (losses), and is the difference between
the security’s amortized cost basis and the present value of its expected future cash flows. The remaining difference
between the security’s fair value and the present value of future expected cash flows is due to factors that are not credit
related and is recognized in other comprehensive income, net of applicable taxes.
Loans held for sale
Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the
aggregate. Loan sales are recognized when the transaction closes, the proceeds are collected, and ownership is transferred.
Continuing involvement, through the sales agreement, consists of the right to service the loan for a fee for the life of the
loan, if applicable. Gains on the sale of loans held for sale are recorded net of related costs, such as commissions, and
reflected as a component of mortgage lending income in the consolidated statements of earnings.
PAGE 40
In the course of conducting the Bank’s mortgage lending activities of originating mortgage loans and selling those loans in
the secondary market, the Bank makes various representations and warranties to the purchaser of the mortgage loans.
Every loan closed by the Bank’s mortgage center is run through a government agency automated underwriting system.
Any exceptions noted during this process are remedied prior to sale. These representations and warranties also apply to
underwriting the real estate appraisal opinion of value for the collateral securing these loans. Failure by the Company to
comply with the underwriting and/or appraisal standards could result in the Company being required to repurchase the
mortgage loan or to reimburse the investor for losses incurred (make whole requests) if such failure cannot be cured by the
Company within the specified period following discovery.
Loans
Loans are reported at their outstanding principal balances, net of any unearned income, charge-offs, and any deferred fees
or costs on originated loans. Interest income is accrued based on the principal balance outstanding. Loan origination fees,
net of certain loan origination costs, are deferred and recognized in interest income over the contractual life of the loan
using the effective interest method. Loan commitment fees are generally deferred and amortized on a straight-line basis
over the commitment period, which results in a recorded amount that approximates fair value.
The accrual of interest on loans is discontinued when there is a significant deterioration in the financial condition of the
borrower and full repayment of principal and interest is not expected or the principal or interest is more than 90 days past
due, unless the loan is both well-collateralized and in the process of collection. Generally, all interest accrued but not
collected for loans that are placed on nonaccrual status is reversed against current interest income. Interest collections on
nonaccrual loans are generally applied as principal reductions. The Company determines past due or delinquency status of a
loan based on contractual payment terms.
A loan is considered impaired when it is probable the Company will be unable to collect all principal and interest payments
due according to the contractual terms of the loan agreement. Individually identified impaired loans are measured based on
the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable
market price, or the fair value of the collateral if the loan is collateral dependent. If the recorded investment in the impaired
loan exceeds the measure of fair value, a valuation allowance may be established as part of the allowance for loan losses.
Changes to the valuation allowance are recorded as a component of the provision for loan losses.
Impaired loans also include troubled debt restructurings (“TDRs”). In the normal course of business, management may
grant concessions to borrowers who are experiencing financial difficulty. The concessions granted most frequently for
TDRs involve reductions or delays in required payments of principal and interest for a specified time, the rescheduling of
payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan. In most cases, the conditions of
the credit also warrant nonaccrual status, even after the restructuring occurs. As part of the credit approval process, the
restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time
of restructuring. TDR loans may be returned to accrual status if there has been at least a six-month sustained period of
repayment performance by the borrower.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level that management believes is adequate to absorb probable losses
inherent in the loan portfolio. Loan losses are charged against the allowance when they are known. Subsequent recoveries
are credited to the allowance. Management’s determination of the adequacy of the allowance is based on an evaluation of
the portfolio, current economic conditions, growth, composition of the loan portfolio, homogeneous pools of loans, risk
ratings of specific loans, historical loan loss factors, identified impaired loans and other factors related to the portfolio. This
evaluation is performed quarterly and is inherently subjective, as it requires various material estimates that are susceptible
to significant change, including the amounts and timing of future cash flows expected to be received on any impaired loans.
In addition, regulatory agencies, as an integral part of their examination process, will periodically review the Company’s
allowance for loan losses, and may require the Company to record additions to the allowance based on their judgment about
information available to them at the time of their examinations.
Premises and Equipment
Land is carried at cost. Buildings and equipment are carried at cost, less accumulated depreciation computed on a straight-
line method over the useful lives of the assets or the expected terms of the leases, if shorter. Expected terms include lease
option periods to the extent that the exercise of such options is reasonably assured.
PAGE 41
AUDITED FINANCIAL STATEMENTS
Other Real Estate Owned
Other real estate owned (“OREO”) includes properties acquired through, or in lieu of, loan foreclosure that are held for sale
and are initially recorded at the lower of the loan’s carrying amount or fair value less cost to sell at the date of foreclosure,
establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the
assets are carried at the lower of carrying value amount or fair value less cost to sell. Gains or losses realized upon sale of
OREO and additional losses related to subsequent valuation adjustments are determined on a specific property basis and are
included as a component of noninterest expense along with holding costs.
Nonmarketable equity investments
Nonmarketable equity investments include equity securities that are not publicly traded and securities acquired for various
purposes. The Bank is required to maintain certain minimum levels of equity investments with certain regulatory and other
entities in which the Bank has an ongoing business relationship based on the Bank’s common stock and surplus (with
regard to the relationship with the Federal Reserve Bank) or outstanding borrowings (with regard to the relationship with
the Federal Home Loan Bank of Atlanta). These securities are accounted for under the cost method and are included in
other assets. For cost-method investments, on a quarterly basis, the Company evaluates whether an event or change in
circumstances has occurred during the reporting period that may have a significant adverse effect on the fair value of the
investment. If the Company determines that a decline in value is other-than-temporary, the Company will recognize the
estimated loss in securities gains (losses), net.
Transfers of Financial Assets
Transfers of an entire financial asset (i.e. loan sales), a group of entire financial assets, or a participating interest in an entire
financial asset (i.e. loan participations sold) are accounted for as sales when control over the assets have been surrendered.
Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company,
(2) the transferee obtains the right (free of conditions that constrain it from taking that right) to pledge or exchange the
transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an
agreement to repurchase them before their maturity.
Mortgage Servicing Rights
The Company recognizes as assets the rights to service mortgage loans for others, known as MSRs. The Company
determines the fair value of MSRs at the date the loan is transferred. 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. The
amortization of MSRs is analyzed monthly and is adjusted to reflect changes in prepayment speeds, as well as other factors.
MSRs are evaluated for impairment based on the fair value of those assets. 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 through a charge to earnings. The
valuation allowance is adjusted as the fair value changes. MSRs are included in the other assets category in the
accompanying consolidated balance sheets.
Derivative Instruments
In accordance with Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging, all derivative
instruments are recorded on the consolidated balance sheet at their respective fair values. The accounting for changes in
fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of
a hedging relationship and, if so, on the reason for holding it. If the derivative instrument is not designated as part of a
hedging relationship, the gain or loss on the derivative instrument is recognized in earnings in the period of change. None
of the derivatives utilized by the Company have been designated as a hedge.
PAGE 42
Securities sold under agreements to repurchase
Securities sold under agreements to repurchase generally mature less than one year from the transaction date. Securities
sold under agreements to repurchase are reflected as a secured borrowing in the accompanying consolidated balance sheets
at the amount of cash received in connection with each transaction.
Income Taxes
Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying
amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized. The net deferred tax asset is reflected as a component of other
assets in the accompanying consolidated balance sheets.
Income tax expense or benefit for the year is allocated among continuing operations and other comprehensive income
(loss), as applicable. The amount allocated to continuing operations is the income tax effect of the pretax income or loss
from continuing operations that occurred during the year, plus or minus income tax effects of (1) changes in certain
circumstances that cause a change in judgment about the realization of deferred tax assets in future years, (2) changes in
income tax laws or rates, and (3) changes in income tax status, subject to certain exceptions. The amount allocated to other
comprehensive income (loss) is related solely to changes in the valuation allowance on items that are normally accounted
for in other comprehensive income (loss) such as unrealized gains or losses on available-for-sale securities.
In accordance with ASC 740, Income Taxes, a tax position is recognized as a benefit only if it is “more likely than not” that
the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount
recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax
positions not meeting the “more likely than not” test, no tax benefit is recorded. It is the Company’s policy to recognize
interest and penalties related to income tax matters in income tax expense. The Company and its wholly-owned subsidiaries
file a consolidated income tax return.
Fair Value Measurements
ASC 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in U.S.
generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 applies only to
fair-value measurements that are already required or permitted by other accounting standards. The definition of fair value
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 between market participants at the measurement date, not the entry price, i.e., the price that would be paid to
acquire the asset or received to assume the liability at the measurement date. The statement emphasizes that fair value is a
market-based measurement; not an entity-specific measurement. Therefore, the fair value measurement should be
determined based on the assumptions that market participants would use in pricing the asset or liability. For more
information related to fair value measurements, please refer to Note 17, Fair Value.
Subsequent Events
The Company has evaluated the effects of events or transactions through the date of this filing that have occurred
subsequent to December 31, 2016. The Company does not believe there are any material subsequent events that would
require further recognition or disclosure.
PAGE 43
AUDITED FINANCIAL STATEMENTS
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 year. 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. As of December 31, 2016 and 2015, respectively,
the Company had no such securities or other 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 years are presented below.
(Dollars in thousands, except share and per share data)
Basic and diluted:
Net earnings
Weighted average common shares outstanding
Net earnings per share
NOTE 3: VARIABLE INTEREST ENTITIES
Year ended December 31
2016
2015
$
$
8,150
3,643,504
2.24
$
$
7,858
3,643,428
2.16
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.
At December 31, 2016, the Company did not have any consolidated VIEs to disclose but did have one nonconsolidated
VIE, discussed below.
Trust Preferred Securities
The Company owns the common stock of a subsidiary business trust, Auburn National Bancorporation Capital Trust I (the
“Trust”), which issued mandatorily redeemable preferred capital securities (“trust preferred securities”) in 2003 in the
aggregate of approximately $7.0 million at the time of issuance. The Trust meets the definition of a VIE of which the
Company is not the primary beneficiary; the Trust’s only assets are junior subordinated debentures issued by the Company,
which were acquired by the Trust using the proceeds from the issuance of the trust preferred securities and common stock.
In October 2016, the Company purchased $4.0 million par amount of outstanding trust preferred securities issued by the
Trust. These securities were sold by the FDIC, as receiver of a failed bank that had held the trust preferred securities. The
Company used dividends from the Bank to purchase these trust preferred securities and has deemed an equivalent amount
of the related junior subordinated debentures issued by the Company as no longer outstanding. The Company realized a
pre-tax gain of $0.8 million on the early extinguishment of debt in this transaction. The remaining junior subordinated
debentures of approximately $3.2 million are included in long-term debt and the Company’s equity interest of $0.2 million
in the Trust is included in other assets. Interest expense on the junior subordinated debentures is included in interest
expense on long-term debt.
The following table summarizes VIEs that are not consolidated by the Company as of December 31, 2016.
(Dollars in thousands)
Type:
Trust preferred issuances
NOTE 4: RESTRICTED CASH BALANCES
Maximum
Loss
Exposure
Liability
Recognized
Classification
N/A
$ 3,217
Long-term debt
Regulation D of the Federal Reserve Act requires that banks maintain reserve balances with the Federal Reserve Bank
based principally on the type and amount of their deposits. As of December 31, 2016 and 2015, the Bank did not have a
required reserve balance at the Federal Reserve Bank.
PAGE 44
NOTE 5: SECURITIES
At December 31, 2016 and 2015, 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 December 31, 2016 and 2015, respectively, are presented below.
1 year
or less
1 to 5
years
5 to 10
After 10
years
years
Fair
Value
Gross Unrealized Amortized
Gains
Losses
Cost
(Dollars in thousands)
December 31, 2016
Agency obligations (a)
Agency RMBS (a)
State and political subdivisions
$
$
3,047
—
—
22,531
972
2,480
19,893
16,171
10,210
—
110,644
57,624
45,471
127,787
70,314
331
551
1,509
3,047
46,274
25,983
Total available-for-sale
December 31, 2015
Agency obligations (a)
Agency RMBS (a)
State and political subdivisions
$
Total available-for-sale
(a) Includes securities issued by U.S. government agencies or government sponsored entities.
60,085
110,954
70,648
241,687
9,770
95,820
58,057
163,647
19,463
13,511
12,094
45,068
25,852
1,623
497
27,972
5,000
—
—
5,000
243,572
168,268
$
2,391
384
968
3,022
4,374
973 $
1,805
734
46,113
129,041
69,539
3,512 $ 244,693
518 $
60,219
780 $ 110,766
67,633
1,305 $ 238,618
7 $
Securities with aggregate fair values of $137.2 million and $133.3 million at December 31, 2016 and 2015, respectively,
were pledged to secure public deposits, securities sold under agreements to repurchase, Federal Home Loan Bank
(“FHLB”) advances, and for other purposes required or permitted by law.
Included in other assets on the accompanying consolidated balance sheets are cost-method investments. The carrying
amounts of cost-method investments were $1.4 million at December 31, 2016 and 2015, respectively. Cost-method
investments primarily include non-marketable equity investments, such as FHLB of Atlanta stock and Federal Reserve
Bank (“FRB”) stock.
Gross Unrealized Losses and Fair Value
The fair values and gross unrealized losses on securities at December 31, 2016 and 2015, respectively, segregated by those
securities that have been in an unrealized loss position for less than 12 months and 12 months or more are presented below.
(Dollars in thousands)
December 31, 2016:
Agency obligations
Agency RMBS
State and political subdivisions
$
Total
$
December 31, 2015:
Agency obligations
Agency RMBS
State and political subdivisions
Total
$
$
Less than 12 Months
12 Months or Longer
Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
20,352
89,062
20,444
129,858
973
1,805
734
3,512
—
—
—
—
—
—
—
—
20,352 $
89,062
20,444
129,858 $
8,157
42,345
267
50,769
2
367
1
370
24,444
18,184
969
43,597
516
413
6
935
32,601 $
60,529
1,236
94,366 $
973
1,805
734
3,512
518
780
7
1,305
For the securities in the previous table, the Company does not have the intent to sell and has determined it is not more likely
than not that the Company will be required to sell the security before recovery of the amortized cost basis, which may be
maturity. The Company assesses each security for credit impairment. For debt securities, the Company evaluates, where
necessary, whether credit impairment exists by comparing the present value of the expected cash flows to the securities’
amortized cost basis. For cost-method investments, the Company evaluates whether an event or change in circumstances
has occurred during the reporting period that may have a significant adverse effect on the fair value of the investment.
PAGE 45
AUDITED FINANCIAL STATEMENTS
In determining whether a loss is temporary, the Company considers all relevant information including:
the length of time and the extent to which the fair value has been less than the amortized cost basis;
adverse conditions specifically related to the security, an industry, or a geographic area (for example, changes in
the financial condition of the issuer of the security, or in the case of an asset-backed debt security, in the financial
condition of the underlying loan obligors, including changes in technology or the discontinuance of a segment of
the business that may affect the future earnings potential of the issuer or underlying loan obligors of the security or
changes in the quality of the credit enhancement);
the historical and implied volatility of the fair value of the security;
the payment structure of the debt security and the likelihood of the issuer being able to make payments that
increase in the future;
failure of the issuer of the security to make scheduled interest or principal payments;
any changes to the rating of the security by a rating agency; and
recoveries or additional declines in fair value subsequent to the balance sheet date.
Agency obligations
The unrealized losses associated with agency obligations were primarily driven by changes in interest rates and not due to
the credit quality of the securities. These securities were issued by U.S. government agencies or government-sponsored
entities and did not have any credit losses given the explicit government guarantee or other government support.
Agency residential mortgage-backed securities (“RMBS”)
The unrealized losses associated with agency RMBS were primarily driven by changes in interest rates and not due to the
credit quality of the securities. These securities were issued by U.S. government agencies or government-sponsored entities
and did not have any credit losses given the explicit government guarantee or other government support.
Securities of U.S. states and political subdivisions
The unrealized losses associated with securities of U.S. states and political subdivisions were primarily driven by changes
in interest rates and were not due to the credit quality of the securities. Some of these securities are guaranteed by a bond
insurer, but management did not rely on the guarantee in making its investment decision. These securities will continue to
be monitored as part of the Company’s quarterly impairment analysis, but are expected to perform even if the rating
agencies reduce the credit rating of the bond insurers. As a result, the Company expects to recover the entire amortized cost
basis of these securities.
Cost-method investments
At December 31, 2016, cost-method investments with an aggregate cost of $1.4 million were not evaluated for impairment
because the Company did not identify any events or changes in circumstances that may have a significant adverse effect on
the fair value of these cost-method investments.
The carrying values of the Company’s investment securities could decline in the future if the financial condition of an
issuer deteriorates and the Company determines it is probable that it will not recover the entire amortized cost basis for the
security. As a result, there is a risk that significant other-than-temporary impairment charges may occur in the future.
PAGE 46
Other-Than-Temporarily Impaired Securities
Credit-impaired debt securities are debt securities where the Company has written down the amortized cost basis of a
security for other-than-temporary impairment and the credit component of the loss is recognized in earnings. At
December 31, 2016 and 2015, respectively, the Company had no credit-impaired debt securities and there were no additions
or reductions in the credit loss component of credit-impaired debt securities during the years ended December 31, 2016 and
2015, respectively.
Realized Gains and Losses
The following table presents the gross realized gains and losses on sales related to securities.
(Dollars in thousands)
Gross realized gains
Gross realized losses
Realized (losses) gains, net
NOTE 6: LOANS AND ALLOWANCE FOR LOAN LOSSES
(In thousands)
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Multifamily
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total loans
Less: unearned income
Loans, net of unearned income
Year ended December 31
$
$
2016
166
(387)
(221)
2015
16
—
16
2016
49,850
41,650
$
December 31
2015
52,479
43,694
49,745
46,998
123,696
220,439
65,564
45,291
110,855
8,712
431,506
(560)
430,946
$
46,602
45,264
111,987
203,853
70,009
46,664
116,673
10,220
426,919
(509)
426,410
$
$
Loans secured by real estate were approximately 86.4% of the total loan portfolio at December 31, 2016. At December 31,
2016, the Company’s geographic loan distribution was concentrated primarily in Lee County, Alabama and surrounding
areas.
In accordance with ASC 310, Receivables, a portfolio segment is defined as the level at which an entity develops and
documents a systematic method for determining its allowance for loan losses. As part of the Company’s quarterly
assessment of the allowance, the loan portfolio is disaggregated into 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.
PAGE 47
AUDITED FINANCIAL STATEMENTS
The following describe the risk characteristics relevant to each of the portfolio segments.
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 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 disaggregated into three classes: (1) owner occupied (2) multi-family
and (3) other.
Owner occupied – includes loans secured by business facilities to finance business operations, equipment and
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.
Multifamily – primarily includes loans to finance income-producing multi-family properties. Loans in this class
include loans for 5 or more unit residential property 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 borrower.
Other – primarily includes loans to finance income-producing commercial properties. Loans in this class include
loans for neighborhood retail centers, hotels, medical and professional offices, single retail stores, industrial
buildings, and warehouses leased generally to local businesses and 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 borrower.
Residential real estate (“RRE”) — includes loans disaggregated into two classes: (1) consumer mortgage and (2)
investment property.
Consumer mortgage – primarily includes first or second lien mortgages and home equity lines to 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 – primarily includes loans to finance income-producing 1-4 family residential properties.
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 as well as the financial
health of the borrower.
Consumer installment — includes loans to individuals both secured by personal property and 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 value.
PAGE 48
The following is a summary of current, accruing past due and nonaccrual loans by portfolio class as of December 31, 2016
and 2015.
(In thousands)
Current
Past Due
90 days
Loans
Accrual
Accruing
Accruing
Total
30-89 Days Greater than
Accruing
Non-
Total
Loans
$
$
$
December 31, 2016:
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Multifamily
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total
December 31, 2015:
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Multifamily
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total
$
49,747
41,223
49,564
46,998
121,608
218,170
64,059
45,243
109,302
8,652
427,094
52,387
43,111
46,372
45,264
110,467
202,103
68,579
46,435
115,014
10,179
422,794
66
395
43
—
199
242
1,282
19
1,301
38
2,042
49
—
—
—
—
—
1,105
229
1,334
28
1,411
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
49,813
41,618
49,607
46,998
121,807
218,412
65,341
45,262
110,603
8,690
429,136
52,436
43,111
46,372
45,264
110,467
202,103
69,684
46,664
116,348
10,207
424,205
37 $
32
49,850
41,650
138
—
1,889
2,027
223
29
252
22
2,370 $
49,745
46,998
123,696
220,439
65,564
45,291
110,855
8,712
431,506
43 $
583
52,479
43,694
230
—
1,520
1,750
325
—
325
13
2,714 $
46,602
45,264
111,987
203,853
70,009
46,664
116,673
10,220
426,919
The gross interest income which would have been recorded under the original terms of those nonaccrual loans had they
been accruing interest, amounted to approximately $107 thousand and $133 thousand for the years ended December 31,
2016 and 2015, respectively.
PAGE 49
AUDITED FINANCIAL STATEMENTS
Allowance for Loan Losses
The allowance for loan losses as of and for the years ended December 31, 2016 and 2015, is presented below.
(In thousands)
Beginning balance
Charged-off loans
Recovery of previously charged-off loans
Net charge-offs
Provision for loan losses
Ending balance
Year ended December 31
2016
2015
4,289
(540)
1,379
839
(485)
4,643
$
$
4,836
(1,114)
367
(747)
200
4,289
$
$
The Company assesses the adequacy of its allowance for loan losses prior to the end of each calendar quarter. The level of
the allowance is based upon management’s evaluation of the loan portfolio, past loan loss experience, current asset quality
trends, known and inherent risks in the portfolio, adverse situations that may affect a borrower’s ability to repay (including
the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic
conditions, industry and peer bank loan loss rates and other pertinent factors, including regulatory recommendations. This
evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible to significant change. Loans are charged off, in whole or
in part, when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off
after a “confirming event” has occurred which serves to validate that full repayment pursuant to the terms of the loan is
unlikely.
The Company deems loans impaired when, based on current information and events, it is probable that the Company will
be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due
according to the contractual terms means that both the interest and principal payments of a loan will be collected as
scheduled in the loan agreement.
An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan. The
impairment is recognized through the allowance. Loans that are impaired are recorded at the present value of expected
future cash flows discounted at the loan’s effective interest rate, or if the loan is collateral dependent, impairment
measurement is based on the fair value of the collateral, less estimated disposal costs.
The level of allowance maintained is believed by management to be adequate to absorb probable losses inherent in the
portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-
offs, net of recoveries of amounts previously charged-off.
In assessing the adequacy of the allowance, the Company also considers the results of its ongoing internal, independent
loan review process. The Company’s loan review process assists in determining whether there are loans in the portfolio
whose credit quality has weakened over time and evaluating the risk characteristics of the entire loan portfolio. The
Company’s loan review process includes the judgment of management, the input from our independent loan reviewers, and
reviews that may have been conducted by bank regulatory agencies as part of their examination process. The Company
incorporates loan review results in the determination of whether or not it is probable that it will be able to collect all
amounts due according to the contractual terms of a loan.
As part of the Company’s quarterly assessment of the allowance, management divides the loan portfolio into five segments:
commercial and industrial, construction and land development, commercial real estate, residential real estate, and consumer
installment loans. The Company analyzes each segment and estimates an allowance allocation for each loan segment.
PAGE 50
The allocation of the allowance for loan losses begins with a process of estimating the probable losses inherent for these
types of loans. The estimates for these loans are established by category and based on the Company’s internal system of
credit risk ratings and historical loss data. The estimated loan loss allocation rate for the Company’s internal system of
credit risk grades is based on its experience with similarly graded loans. For loan segments where the Company believes it
does not have sufficient historical loss data, the Company may make adjustments based, in part, on loss rates of peer bank
groups. At December 31, 2016 and 2015, and for the years then ended, the Company adjusted its historical loss rates for the
commercial real estate portfolio segment based, in part, on loss rates of peer bank groups.
The estimated loan loss allocation for all five loan portfolio segments is then adjusted for management’s estimate of
probable losses for several “qualitative and environmental” factors. The allocation for qualitative and environmental factors
is particularly subjective and does not lend itself to exact mathematical calculation. This amount represents estimated
probable inherent credit losses which exist, but have not yet been identified, as of the balance sheet date, and are based
upon quarterly trend assessments in delinquent and nonaccrual loans, credit concentration changes, prevailing economic
conditions, changes in lending personnel experience, changes in lending policies or procedures and other influencing
factors. These qualitative and environmental factors are considered for each of the five loan segments and the allowance
allocation, as determined by the processes noted above, is increased or decreased based on the incremental assessment of
these factors.
The Company regularly re-evaluates its practices in determining the allowance for loan losses. Beginning with the quarter
ended December 31, 2016, the Company implemented certain refinements to its allowance for loan losses methodology in
order to better capture the effects of the most recent economic cycle on the Company’s loan loss experience. First, the
Company increased its look-back period for calculating average losses for all loan segments to 31 quarters. Prior to
December 31, 2016, the Company calculated average losses for all loan segments using a rolling 20 quarter look-back
period. The Company will likely continue to increase its look-back period to incorporate the effects of at least one
economic downturn in its loss history. The Company believes the extension of its look-back period is appropriate due to the
risks inherent in the loan portfolio. Absent this extension, the early cycle periods in which the Company experienced
significant losses would be excluded from the determination of the allowance for loan losses and its balance would
decrease. Second, the Company increased the range of basis point adjustments allowed for qualitative and environmental
factors to approximately 200 basis points, an increase of 65 basis points, or 48%, compared to the 135 basis point range
used prior to December 31, 2016. After performing sensitivity testing of its calculation of the allowance for loan losses, the
Company determined that it should increase the range of basis points allowed for qualitative and environmental factors in
order to provide sufficient latitude in determining estimated probable credit losses during periods of economic stress. Third,
the Company reduced the percentage allocation for qualitative and environmental factors on a weighted average basis to
21% of total basis points allocable at December 31, 2016, compared to 25% of total basis points allocable at September 30,
2016. The Company believes a decrease in the percentage allocation of qualitative environmental factors on a weighted
average basis was appropriate due to the extension of its look-back period described above. If the Company did not make
the changes described above, the Company’s calculated allowance for loan loss allocation would have decreased by
approximately $0.9 million, or 0.21% of total loans, at December 31, 2016. Other than the changes discussed above, the
Company has not made any material changes to its methodology that would impact the calculation of the allowance for
loan losses or provision for loan losses for the periods included in the accompanying consolidated balance sheets and
statements of earnings.
PAGE 51
AUDITED FINANCIAL STATEMENTS
The following table details the changes in the allowance for loan losses by portfolio segment for the years ended December
31, 2016 and 2015.
(in thousands)
Balance, December 31, 2014
Charge-offs
Recoveries
Net (charge-offs) recoveries
Provision
Balance, December 31, 2015
Charge-offs
Recoveries
Net (charge-offs) recoveries
Provision
Balance, December 31, 2016
Commercial
and industrial
639
(100)
22
(78)
(38)
523
(97)
29
(68)
85
540
$
$
$
Construction
and land
Development
Commercial
Real Estate
Residential
Real Estate
Consumer
Installment
Total
974
—
17
17
(322)
669
—
1,212
1,212
(1,069)
812
1,928
(866)
—
(866)
817
1,879
(194)
—
(194)
386
2,071
1,119
(89)
313
224
(284)
1,059
(182)
127
(55)
103
1,107
176 $
(59)
15
(44)
27
159 $
(67)
11
(56)
10
113 $
4,836
(1,114)
367
(747)
200
4,289
(540)
1,379
839
(485)
4,643
The following table presents an analysis of the allowance for loan losses and recorded investment in loans by portfolio
segment and impairment methodology as of December 31, 2016 and 2015.
Collectively evaluated (1)
Individually evaluated (2)
Total
Allowance
Recorded
Allowance
Recorded
Allowance
Recorded
(In thousands)
December 31, 2016:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total
December 31, 2015:
Commercial and industrial
Construction and land development
Commercial real estate
Residential real estate
Consumer installment
Total
$
$
$
$
for loan
investment
for loan
investment
for loan
investment
losses
in loans
losses
in loans
losses
in loans
540
812
2,040
1,107
113
4,612
523
669
1,758
1,059
159
4,168
49,835
41,618
218,356
110,855
8,712
429,376
52,431
43,111
201,077
116,673
10,220
423,512
—
—
31
—
—
31
—
—
121
—
—
121
15
32
2,083
—
—
2,130
48
583
2,776
—
—
3,407
540
812
2,071
1,107
113
4,643
523
669
1,879
1,059
159
4,289
49,850
41,650
220,439
110,855
8,712
431,506
52,479
43,694
203,853
116,673
10,220
426,919
(1) Represents loans collectively evaluated for impairment in accordance with ASC 450-20, Loss Contingencies
(formerly FAS 5), and pursuant to amendments by ASU 2010-20 regarding allowance for unimpaired loans.
(2) Represents loans individually evaluated for impairment in accordance with ASC 310-30, Receivables (formerly
FAS 114), and pursuant to amendments by ASU 2010-20 regarding allowance for impaired loans.
PAGE 52
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. The following table presents credit quality
indicators for the loan portfolio segments and classes. These categories are utilized to develop the associated allowance for
loan 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 in
doubt.
(In thousands)
December 31, 2016
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Multifamily
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total
December 31, 2015
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Multifamily
Other
Total commercial real estate
Residential real estate:
Consumer mortgage
Investment property
Total residential real estate
Consumer installment
Total
Pass
Special
Mention
Substandard
Accruing
Nonaccrual
Total loans
$
49,558
41,165
48,788
46,998
121,326
217,112
59,450
44,109
103,559
8,580
419,974
48,038
42,458
45,772
45,264
110,159
201,195
64,502
45,399
109,901
10,038
411,630
$
$
$
22
113
414
—
32
446
2,613
105
2,718
20
3,319
4,075
60
381
—
36
417
1,964
112
2,076
55
6,683
233
340
405
—
449
854
3,278
1,048
4,326
90
5,843
323
593
219
—
272
491
3,218
1,153
4,371
114
5,892
$
37
32
49,850
41,650
138
—
1,889
2,027
223
29
252
22
2,370
43
583
230
—
1,520
1,750
325
—
325
13
2,714
$
$
$
49,745
46,998
123,696
220,439
65,564
45,291
110,855
8,712
431,506
52,479
43,694
46,602
45,264
111,987
203,853
70,009
46,664
116,673
10,220
426,919
PAGE 53
AUDITED FINANCIAL STATEMENTS
Impaired loans
The following table presents details related to the Company’s impaired loans. Loans which have been fully charged-off do
not appear in the following table. The related allowance generally represents the following components which correspond
to impaired loans:
Individually evaluated impaired loans equal to or greater than $500 thousand secured by real estate (nonaccrual
construction and land development, commercial real estate, and residential real estate).
Individually evaluated impaired loans equal to or greater than $250 thousand not secured by real estate
(nonaccrual commercial and industrial and consumer loans).
The following table sets forth certain information regarding the Company’s impaired loans that were individually evaluated
for impairment at December 31, 2016 and 2015.
(In thousands)
With no allowance recorded:
Commercial and industrial
Construction and land development
Commercial real estate:
Other
Total commercial real estate
Total
With allowance recorded:
Commercial real estate:
Owner occupied
Total commercial real estate
Total
Total impaired loans
December 31, 2016
Unpaid
principal
balance (1)
Charge-offs
and payments
applied (2)
Recorded
investment (3)
Related
allowance
$
$
$
$
15
140
2,874
2,874
3,029
193
193
193
—
(108)
(984)
(984)
(1,092)
—
—
—
15
32
1,890
1,890
1,937
193
193
193 $
3,222
(1,092)
2,130 $
31
31
31
31
(1) Unpaid principal balance represents the contractual obligation due from the customer.
(2) Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments that have been
applied against the outstanding principal balance.
(3) Recorded investment represents the unpaid principal balance less charge-offs and payments applied; it is shown before
any related allowance for loan losses.
PAGE 54
(In thousands)
With no allowance recorded:
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Other
Total commercial real estate
Total
With allowance recorded:
Commercial real estate:
Owner occupied
Total commercial real estate
Total
Total impaired loans
December 31, 2015
Unpaid
principal
balance (1)
Charge-offs
and payments
applied (2)
Recorded
investment (3)
Related
allowance
$
$
$
$
$
48
2,582
308
2,136
2,444
5,074
1,027
1,027
1,027
6,101
—
(1,999)
(78)
(617)
(695)
(2,694)
—
—
—
(2,694)
48
583
230
1,519
1,749
2,380
$
1,027
1,027
1,027 $
3,407 $
121
121
121
121
(1) Unpaid principal balance represents the contractual obligation due from the customer.
(2) Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments that have been
applied against the outstanding principal balance.
(3) Recorded investment represents the unpaid principal balance less charge-offs and payments applied; it is shown before
any related allowance for loan losses.
The following table provides the average recorded investment in impaired loans and the amount of interest income
recognized on impaired loans after impairment by portfolio segment and class.
(In thousands)
Impaired loans:
Commercial and industrial
Construction and land
development
Commercial real estate:
Owner occupied
Other
Total commercial real estate
Residential real estate:
Consumer mortgages
Investment property
Total residential real estate
Total
Year ended December 31, 2016
Year ended December 31, 2015
Average
recorded
Total interest
income
Average
recorded
Total interest
income
investment
recognized
investment
recognized
$
$
31
94
699
1,687
2,386
—
—
—
2,511
2
$
—
31
—
31
—
—
—
33
$
60
603
1,328
911
2,239
349
70
419
3,321
4
—
62
18
80
173
76
249
333
Interest income recognized for 2015 included interest recoveries of $225 thousand related to two impaired residential real
estate loans that paid off in June 2015. Excluding the interest recoveries on these two loans, interest income recognized on
impaired loans for 2015 would have been $108 thousand.
PAGE 55
AUDITED FINANCIAL STATEMENTS
Troubled Debt Restructurings
Impaired loans also include troubled debt restructurings (“TDRs”). In the normal course of business, management may
grant concessions to borrowers who are experiencing financial difficulty. A concession may include, but is not limited to,
delays in required payments of principal and interest for a specified period, reduction of the stated interest rate of the loan,
reduction of accrued interest, extension of the maturity date or reduction of the face amount or maturity amount of the debt.
A concession has been granted when, as a result of the restructuring, the Bank does not expect to collect all amounts due,
including interest at the original stated rate. A concession may have also been granted if the debtor is not able to access
funds elsewhere at a market rate for debt with similar risk characteristics as the restructured debt. In determining whether a
loan modification is a TDR, the Company considers the individual facts and circumstances surrounding each modification.
In determining the appropriate accrual status at the time of restructure, the Company evaluates whether a restructured loan
has adequate collateral protection, among other factors.
Similar to other impaired loans, TDRs are measured for impairment based on the present value of expected payments using
the loan’s original effective interest rate as the discount rate, or the fair value of the collateral, less selling costs if the loan is
collateral dependent. If the recorded investment in the loan exceeds the measure of fair value, impairment is recognized by
establishing a valuation allowance as part of the allowance for loan losses or a charge-off to the allowance for loan losses.
In periods subsequent to the modification, all TDRs are evaluated individually, including those that have payment defaults,
for possible impairment.
The following is a summary of accruing and nonaccrual TDRs and the related loan losses, by portfolio segment and class.
(In thousands)
December 31, 2016
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Other
Total commercial real estate
Total
December 31, 2015
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Total commercial real estate
Total
TDRs
Accruing
Nonaccrual
Total
Related
Allowance
$
$
$
$
15
—
193
—
193
208
48
—
1,027
1,027
1,075
—
32
—
1,818
1,818
1,850
—
582
230
230
812
15
32
193
1,818
2,011
2,058
48
582
1,257
1,257
1,887
$
$
$
$
—
—
31
—
31
31
—
—
121
121
121
At December 31, 2016, there were no significant outstanding commitments to advance additional funds to customers whose
loans had been restructured.
PAGE 56
The following table summarizes loans modified in a TDR during the respective years both before and after modification.
($ in thousands)
December 31, 2016
Commercial real estate:
Other
Total commercial real estate
Total
December 31, 2015
Commercial and industrial
Construction and land development
Commercial real estate:
Owner occupied
Other
Total commercial real estate
Total
Pre-
Post-
modification
outstanding
recorded
investment
modification
outstanding
recorded
investment
Number of
contracts
3
3
3
1
1
1
1
2
4
$
$
$
$
3,147
3,147
3,147
61
116
216
592
808
985
3,137
3,137
3,137
66
113
218
592
810
989
The majority of the loans modified in a TDR during the years ended December 31, 2016 and 2015, respectively, included
delays in required payments of principal and/or interest or where the only concession granted by the Company was that the
interest rate at renewal was not considered to be a market rate.
The Company had no TDRs with a payment default during 2016. The following table summarizes the recorded investment
in loans modified in a TDR within the previous twelve months for which there was a payment default (defined as 90 days
or more past due) during 2015.
($ in thousands)
December 31, 2015
Commercial real estate:
Owner occupied
Total commercial real estate
Residential real estate:
Investment property
Total residential real estate
Total
(1) Amount as of applicable month end during the respective year for which there was a payment default.
NOTE 7: PREMISES AND EQUIPMENT
Premises and equipment at December 31, 2016 and 2015 is presented below.
(Dollars in thousands)
Land
Buildings and improvements
Furniture, fixtures, and equipment
Total premises and equipment
Less: accumulated depreciation
Premises and equipment, net
Number of
Contracts
Recorded
investment (1)
1
1
1
1
2
$
$
262
262
150
150
412
$
$
2016
7,231
9,478
3,210
19,919
(7,317)
12,602
December 31
2015
6,106
9,448
3,159
18,713
(6,847)
11,866
Depreciation expense was approximately $470 thousand and $475 thousand for the years ended December 31, 2016 and
2015, respectively, and is a component of net occupancy and equipment expense in the consolidated statements of earnings.
PAGE 57
AUDITED FINANCIAL STATEMENTS
NOTE 8: 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.
Servicing fee income is recorded net of related amortization expense and recognized in earnings as part of mortgage
lending income.
The Company has recorded MSRs related to loans sold without recourse 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.
The following table details the changes in amortized MSRs and the related valuation allowance for the years ended
December 31, 2016 and 2015.
(Dollars in thousands)
Beginning balance
Additions, net
Amortization expense
Change in valuation allowance
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
Year ended December 31
$
$
$
$
2016
2,316
324
(687)
(1)
1,952
—
1
3,086
2,678
2015
2,388
529
(654)
53
2,316
53
—
3,238
3,086
Data and assumptions used in the fair value calculation related to MSRs at December 31, 2016 and 2015, respectively, are
presented below.
(Dollars in thousands)
Unpaid principal balance
Weighted average prepayment speed (CPR)
Discount rate (annual percentage)
Weighted average coupon interest rate
Weighted average remaining maturity (months)
Weighted average servicing fee (basis points)
$
2016
338,434
10.9 %
10.0 %
3.8 %
257
25.0
December 31
2015
358,928
10.0
10.0
3.9
266
25.0
PAGE 58
At December 31, 2016, the weighted average amortization period for MSRs was 5.9 years. Estimated amortization expense
for each of the next five years is presented below.
(Dollars in thousands)
2017
2018
2019
2020
2021
NOTE 9: DEPOSITS
$
December 31, 2016
424
356
301
255
215
At December 31, 2016, the scheduled maturities of certificates of deposit and other time deposits are presented below.
(Dollars in thousands)
2017
2018
2019
2020
2021
Total certificates of deposit and other time deposits
December 31, 2016
110,428
$
43,311
37,817
9,347
7,234
208,137
$
Additionally, at December 31, 2016 and 2015, approximately $59.5 million and $59.6 million, respectively, of certificates
of deposit and other time deposits were issued in denominations of $250 thousand or greater.
At December 31, 2016 and 2015, the amount of deposit accounts in overdraft status that were reclassified to loans on the
accompanying consolidated balance sheets was not material.
NOTE 10: SHORT-TERM BORROWINGS
At December 31, 2016 and 2015, the composition of short-term borrowings is presented below.
(Dollars in thousands)
Federal funds purchased:
As of December 31
Average during the year
Maximum outstanding at
any month-end
Securities sold under
agreements to repurchase:
As of December 31
Average during the year
Maximum outstanding at
any month-end
2016
Weighted
2015
Weighted
Amount
Avg. Rate
Amount
Avg. Rate
$
$
—
14
—
3,366
2,969
3,507
—
1.21 %
0.50 %
0.50 %
$
$
—
0.90 %
0.50 %
0.50 %
—
16
—
2,951
3,585
4,806
Federal funds purchased represent unsecured overnight borrowings from other financial institutions by the Bank. The Bank
had available federal fund lines totaling $41.0 million with none outstanding at December 31, 2016.
Securities sold under agreements to repurchase represent short-term borrowings with maturities less than one year
collateralized by a portion of the Company’s securities portfolio. Securities with an aggregate carrying value of $6.0
million and $6.3 million at December 31, 2016 and 2015, respectively, were pledged to secure securities sold under
agreements to repurchase.
PAGE 59
AUDITED FINANCIAL STATEMENTS
NOTE 11: LONG-TERM DEBT
At December 31, 2016 and 2015, the composition of long-term debt is presented below.
(Dollars in thousands)
Subordinated debentures, due 2033
Total long-term debt
2016
2015
Amount
3,217
Weighted
Avg. Rate
3.88%
3,217
3.88%
$
$
Amount
7,217
7,217
$
$
Weighted
Avg. Rate
3.63%
3.63%
The Company formed Auburn National Bancorporation Capital Trust I (the “Trust”), a wholly-owned statutory business
trust, in 2003. The Trust issued $7.0 million of trust preferred securities that were sold to third parties. The proceeds from
the sale of the trust preferred securities and trust common securities that we hold, were used to purchase junior subordinated
debentures of $7.2 million from the Company, which are presented as long-term debt in the consolidated balance sheets and
qualify for inclusion in Tier 1 capital for regulatory capital purposes, subject to certain limitations. The debentures mature
on December 31, 2033 and have been redeemable since December 31, 2008.
In October 2016, the Company purchased $4.0 million par amount of outstanding trust preferred securities issued by the
Trust. These securities were sold by the FDIC, as receiver of a failed bank that held the trust preferred securities. The
Company used dividends from the Bank to purchase these trust preferred securities and has deemed an equivalent amount
of the related subordinated debentures issued by the company as no longer outstanding. The Company realized a pre-tax
gain of $0.8 million on the early extinguishment of debt in this transaction. Following the transaction, the Company had
$3.2 million in junior subordinated debentures related to $3.0 million of trust preferred securities outstanding. The amount
related to the trust preferred securities remains included in the Company’s Tier 1 capital for regulatory purposes.
The following is a schedule of contractual maturities of long-term debt:
(Dollars in thousands)
Subordinated debentures
Total long-term debt
2017
—
—
2018
—
—
2019
—
—
2020
—
—
2021 Thereafter
3,217
—
3,217
—
Total
3,217
3,217
$
NOTE 12: OTHER COMPREHENSIVE INCOME (LOSS)
Comprehensive income is defined as the change in equity from all transactions other than those with stockholders, and it
includes net earnings and other comprehensive income (loss). Other comprehensive income (loss) for the years ended
December 31, 2016 and 2015, is presented below.
(In thousands)
2016:
Unrealized net holding loss on all other securities
Reclassification adjustment for net loss on securities recognized in net earnings
$
Other comprehensive loss
$
2015:
Unrealized net holding loss on all other securities
Reclassification adjustment for net gain on securities recognized in net earnings
$
Other comprehensive loss
$
Pre-tax
amount
Tax benefit
Net of
(expense)
tax amount
(4,412)
221
(4,191)
(785)
(16)
(801)
1,628
(82)
1,546
289
6
295
(2,784)
139
(2,645)
(496)
(10)
(506)
PAGE 60
NOTE 13: INCOME TAXES
For the years ended December 31, 2016 and 2015 the components of income tax expense from continuing operations are
presented below.
(Dollars in thousands)
Current income tax expense:
Federal
State
Total current income tax expense
Deferred income tax expense (benefit):
Federal
State
Total deferred income tax expense
Total income tax expense
Year ended December 31
2016
2,143
498
2,641
464
(3)
461
3,102
$
$
2015
1,805
395
2,200
586
34
620
2,820
Total income tax expense differs from the amounts computed by applying the statutory federal income tax rate of 34% to
earnings before income taxes. A reconciliation of the differences for the years ended December 31, 2016 and 2015, is
presented below.
(Dollars in thousands)
Earnings before income taxes
Income taxes at statutory rate
Tax-exempt interest
State income taxes, net of
federal tax effect
Bank-owned life insurance
Other
Total income tax expense
2016
2015
$
Amount
11,252
3,826
(857)
325
(155)
(37)
$
3,102
Percent of
pre-tax
earnings
34.0 %
(7.6)
2.9
(1.4)
(0.3)
27.6 %
Percent of
pre-tax
earnings
34.0 %
(8.1)
2.6
(2.4)
0.3
26.4 %
Amount
10,678
3,631
(873)
280
(254)
36
2,820
PAGE 61
AUDITED FINANCIAL STATEMENTS
The Company had net deferred tax assets of $1.3 million and $0.2 million at December 31, 2016 and 2015, respectively,
included in other assets on the consolidated balance sheets. The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 are presented
below:
(Dollars in thousands)
Deferred tax assets:
Allowance for loan losses
Unrealized loss on securities
Write-downs on other real estate owned
Tax credit carry-forwards
Other
Total deferred tax assets
Deferred tax liabilities:
Premises and equipment
Unrealized gain on securities
Originated mortgage servicing rights
Other
Total deferred tax liabilities
Net deferred tax asset
2016
1,713
414
—
—
316
2,443
205
—
721
237
1,163
1,280
December 31
2015
1,583
—
20
484
519
2,606
219
1,132
855
205
2,411
195
$
$
A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-
than-not that some portion of the entire deferred tax asset will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable
income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and
projection for future taxable income over the periods which the temporary differences resulting in the remaining deferred
tax assets are deductible, management believes it is more-likely-than-not that the Company will realize the benefits of these
deductible differences at December 31, 2016. The amount of the deferred tax assets considered realizable, however, could
be reduced in the near term if estimates of future taxable income are reduced.
The change in the net deferred tax asset for the years ended December 31, 2016 and 2015, is presented below.
(Dollars in thousands)
Net deferred tax asset:
Balance, beginning of year
Deferred tax expense related to continuing operations
Stockholders' equity, for accumulated other comprehensive loss
Balance, end of year
Year ended December 31
2016
195
(461)
1,546
1,280
$
$
2015
519
(620)
296
195
ASC 740, Income Taxes, defines the threshold for recognizing the benefits of tax return positions in the financial statements
as “more-likely-than-not” to be sustained by the taxing authority. This section also provides guidance on the de-
recognition, measurement, and classification of income tax uncertainties in interim periods. As of December 31, 2016, the
Company had no unrecognized tax benefits related to federal or state income tax matters. The Company does not anticipate
any material increase or decrease in unrecognized tax benefits during 2017 relative to any tax positions taken prior to
December 31, 2016. As of December 31, 2016, the Company has accrued no interest and no penalties related to uncertain
tax positions. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax
expense.
The Company and its subsidiaries file consolidated U.S. federal and State of Alabama income tax returns. The Company is
currently open to audit under the statute of limitations by the Internal Revenue Service and the State of Alabama for the
years ended December 31, 2013 through 2016.
PAGE 62
NOTE 14: EMPLOYEE BENEFIT PLAN
The Company has a 401(k) Plan that covers substantially all employees. Participants may contribute up to 10% of eligible
compensation subject to certain limits based on federal tax laws. The Company’s matching contributions to the Plan are
determined by the board of directors. Participants become 20% vested in their accounts after two years of service and
100% vested after six years of service. Company matching contributions to the Plan were $124 thousand and $116
thousand for the years ended December 31, 2016 and 2015, respectively, and are included in salaries and benefits expense.
NOTE 15: DERIVATIVE INSTRUMENTS
Financial derivatives are reported at fair value in other assets or other liabilities on the accompanying consolidated balance
sheets. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies
as part of a hedging relationship. For derivatives not designated as part of a hedging relationship, the gain or loss is
recognized in current earnings within other noninterest income on the accompanying consolidated statements of earnings.
From time to time, the Company may enter into interest rate swaps (“swaps”) to facilitate customer transactions and meet
their financing needs. Upon entering into these swaps, the Company enters into offsetting positions in order to minimize the
risk to the Company. These swaps qualify as derivatives, but are not designated as hedging instruments. At December 31,
2016 and December 31, 2015, the Company had no derivative contracts to assist in managing its own interest rate
sensitivity.
Interest rate swap agreements involve the risk of dealing with counterparties and their ability to meet contractual terms.
When the fair value of a derivative instrument is positive, this generally indicates that the counterparty or customer owes
the Company, and results in credit risk to the Company. When the fair value of a derivative instrument contract is negative,
the Company owes the customer or counterparty and therefore, has no credit risk.
A summary of the Company’s interest rate swaps as of and for the years ended December 31, 2016 and 2015 is presented
below.
(Dollars in thousands)
December 31, 2016:
Pay fixed / receive variable
Pay variable / receive fixed
Total interest rate swap agreements
December 31, 2015:
Pay fixed / receive variable
Pay variable / receive fixed
Total interest rate swap agreements
Other
Assets
Estimated
Fair Value
Other
Liabilities
Estimated
Fair Value
Other
noninterest
income
Gains
(Losses)
—
241
241
—
440
440
241
—
241
440
—
440
$
$
$
$
199
(199)
—
194
(194)
—
Notional
3,967
3,967
7,934
4,317
4,317
8,634
$
$
$
$
NOTE 16: COMMITMENTS AND CONTINGENT LIABILITIES
Credit-Related Financial Instruments
The Company is party to credit related financial instruments with off-balance sheet risk in the normal course of business to
meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby
letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the
amount recognized in the consolidated balance sheets.
The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company
follows the same credit policies in making commitments as it does for on-balance sheet instruments.
PAGE 63
AUDITED FINANCIAL STATEMENTS
At December 31, 2016 and 2015, the following financial instruments were outstanding whose contract amount represents
credit risk:
(Dollars in thousands)
Commitments to extend credit
Standby letters of credit
$
2016
45,979
7,432
$
December 31
2015
52,230
8,221
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition
established in the agreement. Commitments generally have fixed expiration dates or other termination clauses and may
require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, total
commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is
deemed necessary by the Company, is based on management’s credit evaluation of the customer.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer
to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan
facilities to customers. The Company holds various assets as collateral, including accounts receivable, inventory,
equipment, marketable securities, and property to support those commitments for which collateral is deemed necessary.
The Company has recorded a liability for the estimated fair value of these standby letters of credit in the amount of $84
thousand and $69 thousand at December 31, 2016 and 2015, respectively.
Other Commitments
Minimum lease payments under leases classified as operating leases due in each of the five years subsequent to December
31, 2016, are as follows: 2017, $155 thousand; 2018, $51 thousand; 2019, $36 thousand; 2020, $3 thousand; 2021, none.
Contingent Liabilities
The Company and the Bank are involved in various legal proceedings, arising in connection with their business. In the
opinion of management, based upon consultation with legal counsel, the ultimate resolution of these proceeding will not
have a material adverse effect upon the consolidated financial condition or results of operations of the Company and the
Bank.
NOTE 17: FAIR VALUE
Fair Value Hierarchy
“Fair value” is defined by ASC 820, Fair Value Measurements and Disclosures, as 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.
PAGE 64
Level changes in fair value measurements
Transfers between levels of the fair value hierarchy are generally recognized at the end of the 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 years ended December 31, 2016 and 2015, there
were no transfers between levels and no changes in valuation techniques for the Company’s financial assets and liabilities.
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 from third party pricing services. These third party pricing services consider observable data that may
include broker/dealer quotes, market spreads, cash flows, market consensus prepayment speeds, benchmark yields, reported
trades for similar securities, credit information and the securities’ terms and conditions. On a quarterly basis, management
reviews the pricing 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 quotes to validate the fair value measurements.
In addition, management will periodically submit pricing provided by the third party pricing services to another
independent valuation firm on a sample basis. This independent valuation firm will compare the price provided by the third
party pricing service with its own price and will review the significant assumptions and valuation methodologies used with
management.
Interest rate swap agreements
The carrying amount of interest rate swap agreements was included in other assets and accrued expenses and other
liabilities on the accompanying consolidated balance sheets. The fair value measurements for our interest rate swap
agreements were based on information obtained from a third party bank. This information is periodically tested by the
Company and validated against other third party valuations. If needed, other third party market participants may be utilized
to corroborate the fair value measurements for our interest rate swap agreements. The Company classified these derivative
assets and liabilities within Level 2 of the valuation hierarchy. These swaps qualify as derivatives, but are not designated as
hedging instruments.
PAGE 65
AUDITED FINANCIAL STATEMENTS
The following table presents the balances of the assets and liabilities measured at fair value on a recurring basis as of
December 31, 2016 and 2015, respectively, by caption, on the accompanying consolidated balance sheets by ASC 820
valuation hierarchy (as described above).
(Dollars in thousands)
December 31, 2016:
Securities available-for-sale:
Agency obligations
Agency RMBS
State and political subdivisions
Total securities available-for-sale
Other assets (1)
Total assets at fair value
Other liabilities(1)
Total liabilities at fair value
December 31, 2015:
Securities available-for-sale:
Agency obligations
Agency RMBS
State and political subdivisions
Total securities available-for-sale
Other assets (1)
Total assets at fair value
Other liabilities(1)
Total liabilities at fair value
Amount
45,471
127,787
70,314
243,572
241
243,813
241
241
60,085
110,954
70,648
241,687
440
242,127
440
440
$
$
$
$
$
$
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
45,471
127,787
70,314
243,572
241
243,813
241
241
60,085
110,954
70,648
241,687
440
242,127
440
440
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1)Represents the fair value of interest rate swap agreements.
Assets and liabilities measured at fair value on a nonrecurring basis
Loans held for sale
Loans held for sale are carried at the lower of cost or fair value. Fair values of loans held for sale are determined using
quoted market secondary market prices for similar loans. Loans held for sale are classified within Level 2 of the fair value
hierarchy.
Impaired Loans
Loans considered impaired under ASC 310-10-35, Receivables, are loans for which, based on current information and
events, it is probable that the Company will be unable to collect all principal and interest payments due in accordance with
the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected
payments using the loan’s original effective rate as the discount rate, the loan’s observable market price, or the fair value of
the collateral less selling costs if the loan is collateral dependent.
PAGE 66
The fair value of impaired loans were primarily measured based on the value of the collateral securing these loans.
Impaired loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets
including equipment, inventory, and/or accounts receivable. The Company determines the value of the collateral based on
independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation
approach or a combination of approaches including comparable sales and the income approach. Appraised values are
discounted for costs to sell and may be discounted further based on management’s historical knowledge, changes in market
conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and
the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs
for determining fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional
impairment and adjusted accordingly, based on the same factors discussed above.
Other real estate owned
Other real estate owned, consisting of properties obtained through foreclosure or in satisfaction of loans,
are initially recorded at the lower of the loan’s carrying amount or the fair value less costs to sell upon transfer of the loans
to other real estate. Subsequently, other real estate is carried at the lower of carrying value or fair value less costs to sell.
Fair values are generally based on third party appraisals of the property and are classified within Level 3 of the fair value
hierarchy. The appraisals are sometimes further discounted based on management’s historical knowledge, and/or changes
in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the
customer and the customer’s business. Such discounts are typically significant unobservable inputs for determining fair
value. In cases where the carrying amount exceeds the fair value, less costs to sell, a loss is recognized in noninterest
expense.
Mortgage servicing rights, net
Mortgage servicing rights, 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 prepayment speeds, discount rate, default rates, cost 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 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.
PAGE 67
AUDITED FINANCIAL STATEMENTS
The following table presents the balances of the assets and liabilities measured at fair value on a nonrecurring basis as of
December 31, 2016 and 2015, respectively, by caption, on the accompanying consolidated balance sheets and by ASC 820
valuation hierarchy (as described above):
(Dollars in thousands)
December 31, 2016:
Loans held for sale
Loans, net(1)
Other real estate owned
Other assets (2)
Total assets at fair value
December 31, 2015:
Loans held for sale
Loans, net(1)
Other real estate owned
Other assets (2)
Total assets at fair value
Quoted Prices in
Active Markets
Other
Significant
for
Observable
Unobservable
Identical Assets
Amount
(Level 1)
Inputs
(Level 2)
Inputs
(Level 3)
$
$
$
$
1,497
2,099
152
1,952
5,700
1,540
3,286
252
2,316
7,394
—
—
—
—
—
—
—
—
—
—
1,497
—
—
—
1,497
1,540
—
—
—
1,540
—
2,099
152
1,952
4,203
—
3,286
252
2,316
5,854
(1)Loans considered impaired under ASC 310-10-35 Receivables. This amount reflects the recorded investment in
impaired loans, net of any related allowance for loan losses.
(2)Represents MSRs, net, carried at lower of cost or estimated fair value.
At December 31, 2016 and 2015 and for the years then ended, 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 as of December 31, 2016, the
significant unobservable inputs used in the fair value measurements are presented below.
Carrying
Amount
Valuation Technique
Significant Unobservable Input
Weighted
Average
of Input
(Dollars in thousands)
Nonrecurring:
Impaired loans
$
2,099 Appraisal
Appraisal discounts (%)
Other real estate owned
152 Appraisal
Appraisal discounts (%)
Mortgage servicing rights, net
1,952 Discounted cash flow
Prepayment speed or CPR (%)
Discount rate (%)
45.2%
10.0%
10.9%
10.0%
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, for which 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 a good-faith estimate 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.
PAGE 68
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. This method of estimating fair value does not incorporate the exit-
price concept of fair value prescribed by ASC 820 and generally produces a higher value than an exit-price approach.
Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments.
Loans held for sale
Fair values of loans held for sale are determined using quoted market 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.
Long-term debt
The fair value of the Company’s fixed rate long-term debt is estimated using discounted cash flows based on estimated
current market rates for similar types of borrowing arrangements. The carrying amount of the Company’s variable rate
long-term debt approximates its fair value.
The carrying value, related estimated fair value, and placement in the fair value hierarchy of the Company’s financial
instruments at December 31, 2016 and 2015 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, interest-bearing demand, and savings deposits due to these products having no stated maturity. In addition,
financial liabilities for which fair value approximates carrying value included overnight borrowings such as federal funds
purchased and securities sold under agreements to repurchase.
(Dollars in thousands)
December 31, 2016:
Financial Assets:
Loans, net (1)
Loans held for sale
Financial Liabilities:
Time Deposits
Long-term debt
December 31, 2015:
Financial Assets:
Loans, net (1)
Loans held for sale
Financial Liabilities:
Time Deposits
Long-term debt
Carrying
amount
Estimated
fair value
Level 1
inputs
Level 2
inputs
Level 3
Inputs
Fair Value Hierarchy
$
$
$
$
426,303
1,497
$
428,446
1,507
$
208,137
3,217
$
207,791 $
3,217
422,121
1,540
$
427,340
1,574
$
219,598
7,217
$
220,093 $
7,217
$
$
$
$
—
—
—
—
—
—
—
—
—
1,507
$
428,446
—
207,791
3,217
$
—
—
—
1,574
$
427,340
—
220,093
7,217
$
—
—
(1) Represents loans, net of unearned income and the allowance for loan losses.
PAGE 69
AUDITED FINANCIAL STATEMENTS
NOTE 18: RELATED PARTY TRANSACTIONS
A former director who retired from the Company’s board of directors in October 2015, was an officer in a construction
company that the Company contracted with in 2015 for the build out of leasehold improvements in connection with a
relocation of a bank branch and for construction of a new branch facility located in Auburn, Alabama. Total payments
made to the construction company under the terms of these contracts were $1.2 million for the year ended December 31,
2015. There were no payments made related to these contracts for the year ended December 31, 2016.
The Bank has made, and expects in the future to continue to make in the ordinary course of business, loans to directors and
executive officers of the Company, the Bank, and their affiliates. In management’s opinion, these loans were made in the
ordinary course of business at normal credit terms, including interest rate and collateral requirements, and do not represent
more than normal credit risk. An analysis of such outstanding loans is presented below.
(Dollars in thousands)
Loans outstanding at December 31, 2015
New loans/advances
Repayments
Changes in directors and executive officers
Loans outstanding at December 31, 2016
Amount
3,715
1,071
(866)
24
3,944
$
$
During 2016 and 2015, certain executive officers and directors of the Company and the Bank, including companies with
which they are affiliated, were deposit customers of the bank. Total deposits for these persons at December 31, 2016 and
2015 amounted to $17.8 million and $18.1 million, respectively.
NOTE 19: REGULATORY RESTRICTIONS AND CAPITAL RATIOS
The Company and the Bank are subject to various regulatory capital requirements and policies administered by federal and
State of Alabama banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory – and
possibly additional discretionary – actions by regulators that, if undertaken, could have a material effect on the consolidated
financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the
Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and
Bank’s assets, liabilities, and certain off–balance sheet items as calculated under regulatory accounting practices. The
Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors, including anticipated capital needs. Supervisory assessments of capital
adequacy may differ significantly from conclusions based solely upon risk-based capital ratios. Quantitative measures
established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and
ratios (set forth in the table below) common equity Tier 1 ratio, Tier 1 leverage ratio, Tier 1 risk-based ratio and total risk-
based ratio. Management believes, as of December 31, 2016, that the Company and the Bank meet all capital adequacy
requirements to which they are subject.
As of December 31, 2016, the Bank is “well capitalized” under the regulatory framework for prompt corrective action. To
be categorized as “well capitalized,” the Bank must maintain minimum common equity Tier 1, total risk-based, Tier 1 risk-
based, and Tier 1 leverage ratios as set forth in the table. Management has not received any notification from the
Company’s or the Bank's regulators that changes the Bank’s regulatory capital status.
PAGE 70
The actual capital amounts and ratios and the aforementioned minimums as of December 31, 2016 and 2015 are presented
below.
Actual
Minimum for capital
adequacy purposes
Minimum to be
well capitalized
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
At December 31, 2016:
Tier 1 Leverage Capital
Auburn National Bancorporation $
AuburnBank
Common Equity Tier 1 Capital
Auburn National Bancorporation $
AuburnBank
Tier 1 Risk-Based Capital
Auburn National Bancorporation $
AuburnBank
Total Risk-Based Capital
Auburn National Bancorporation $
AuburnBank
At December 31, 2015:
Tier 1 Leverage Capital
Auburn National Bancorporation $
AuburnBank
Common Equity Tier 1 Capital
Auburn National Bancorporation $
AuburnBank
Tier 1 Risk-Based Capital
Auburn National Bancorporation $
AuburnBank
Total Risk-Based Capital
Auburn National Bancorporation $
AuburnBank
85,480
84,287
10.27 % $
10.14
33,293
33,259
4.00 %
4.00
$
N/A
41,574
N/A
5.00 %
82,642
84,287
16.44 % $
16.74
22,621
22,663
4.50 %
$
4.50
N/A
32,736
N/A
6.50
85,480
84,287
17.00 % $
16.74
30,162
30,218
6.00 %
6.00
$
N/A
40,290
N/A
8.00 %
90,254
89,061
17.95 % $
17.68
40,216
40,290
8.00 %
8.00
$
N/A
50,363
N/A
10.00 %
84,268
82,848
10.35 % $
10.19
32,553
32,519
4.00 %
4.00
$
N/A
40,649
N/A
5.00 %
77,714
82,848
15.28 % $
16.26
22,886
22,933
4.50 %
$
4.50
N/A
33,125
N/A
6.50
84,268
82,848
16.57 % $
16.26
30,515
30,577
6.00 %
6.00
$
N/A
40,769
N/A
8.00 %
88,682
87,262
17.44 % $
17.12
40,687
40,769
8.00 %
8.00
$
N/A
50,962
N/A
10.00 %
Dividends paid by the Bank are a principal source of funds available to the Company for payment of dividends to its
stockholders and for other needs. Applicable federal and state statutes and regulations impose restrictions on the amounts of
dividends that may be declared by the subsidiary bank. State law and Federal Reserve policy restrict the Bank from
declaring dividends in excess of the sum of the current year’s earnings plus the retained net earnings from the preceding
two years without prior approval. In addition to the formal statutes and regulations, regulatory authorities also consider the
adequacy of the Bank’s total capital in relation to its assets, deposits, and other such items. Capital adequacy considerations
could further limit the availability of dividends from the Bank. At December 31, 2016, the Bank could have declared
additional dividends of approximately $10.1 million without prior approval of regulatory authorities. As a result of this
limitation, approximately $73.9 million of the Company’s investment in the Bank was restricted from transfer in the form
of dividends.
PAGE 71
AUDITED FINANCIAL STATEMENTS
NOTE 20: AUBURN NATIONAL BANCORPORATION (PARENT COMPANY)
The Parent Company’s condensed balance sheets and related condensed statements of earnings and cash flows are as
follows:
2016
2,190
83,984
881
87,055
1,661
3,217
4,878
82,177
87,055
December 31
2015
2,187
85,529
845
88,561
1,395
7,217
8,612
79,949
88,561
Year ended December 31
2016
6,709
129
6,838
228
(790)
193
(369)
7,207
157
7,050
1,100
8,150
2015
3,450
135
3,585
236
—
195
431
3,154
(80)
3,234
4,624
7,858
$
$
$
$
$
$
CONDENSED BALANCE SHEETS
(Dollars in thousands)
Assets:
Cash and due from banks
Investment in bank subsidiary
Other assets
Total assets
Liabilities:
Accrued expenses and other liabilities
Long-term debt
Total liabilities
Stockholders' equity
Total liabilities and stockholders' equity
CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands)
Income:
Dividends from bank subsidiary
Noninterest income
Total income
Expense:
Interest expense
Gain on early extinguishment of debt
Noninterest expense
Total expense
Earnings before income tax benefit and equity
in undistributed earnings of bank subsidiary
Income tax expense (benefit)
Earnings before equity in undistributed earnings
of bank subsidiary
Equity in undistributed earnings of bank subsidiary
Net earnings
PAGE 72
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Gain on early extinguishment of debt
Net (increase) decrease in other assets
Net increase (decrease) in other liabilities
Equity in undistributed earnings of bank subsidiary
Net cash provided by operating activities
Cash flows from financing activities:
Repayments or retirement of long-term debt
Dividends paid
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Year ended December 31
2016
2015
$
8,150
7,858
(790)
(36)
268
(1,100)
6,492
(3,210)
(3,279)
(6,489)
3
2,187
2,190
—
1
(153)
(4,624)
3,082
—
(3,206)
(3,206)
(124)
2,311
2,187
$
PAGE 73
This Page Intentionally Left Blank.
PAGE 74
Stock Performance Graph
The following performance graph compares the cumulative, total return on the Company’s Common Stock from
December 31, 2011 to December 31, 2016, with that of the Nasdaq Composite Index and SNL Southeast Bank Index
(assuming a $100 investment on December 31, 2011). Cumulative total return represents the change in stock price and the
amount of dividends received over the indicated period, assuming the reinvestment of dividends.
STOCK PERFORMANCE GRAPH
Total Return Performance
350
300
Auburn National Bancorporation,
Inc.
NASDAQ Composite
SNL Southeast Bank
250
l
e
u
a
V
x
e
d
n
I
200
150
100
12/31/2011
12/31/2012
12/31/2013
12/31/2014
12/31/2015
12/31/2016
Index
Auburn National Bancorporation, Inc.
NASDAQ Composite
SNL Southeast Bank
12/31/11
100.00
100.00
100.00
12/31/12
116.70
117.45
166.11
12/31/13
145.12
164.57
225.10
12/31/14
142.12
188.84
253.52
12/31/15
184.18
201.98
249.57
12/31/16
200.90
219.89
331.30
Period Ending
PAGE 75
Corporate Information
Corporate Headquarters
Investor Relations
100 N. Gay Street
P.O. Box 3110
Auburn, AL 36831-3110
Phone: 334-821-9200
Fax: 334-887-2796
www.auburnbank.com
Independent Auditors
Elliott Davis Decosimo LLC/PLLC
200 East Broad Street
Greenville, SC 29606
Shareholder Services
Shareholders desiring to change the name, address
or ownership of Auburn National Bancorporation,
Inc. common stock or to report lost certificates
should contact our Transfer Agent:
Computershare
P. O. Box 30170
College Station, TX 77842-3170
Phone: 1-800-368-5948
For frequently asked questions,
visit theTransfer Agent’s home page at:
www.computershare.com
Annual Meeting
Tuesday, May 9, 2017
3:00 p.m. (Central Time)
AuburnBank Center
132 N. Gay Street
Auburn, AL 36830
A copy of the Company’s annual report on Form
10-K, filed with the Securities and Exchange
Commission (SEC), as well as our other SEC
filings and our latest press releases are available
free of charge through a link on our internet
website at www.auburnbank.com. Requests for these
documents may also be made by emailing Investor
Relations at investorrelations@auburnbank.com or
by contacting Investor Relations by telephone or
mail at the Company’s corporate headquarters.
Common Stock Listing
Auburn National Bancorporation, Inc.
Common Stock is traded on the Nasdaq
Global Market under the symbol AUBN.
Dividend Reinvestment
and Stock Purchase Plan
Auburn National Bancorporation, Inc. offers
a Dividend Reinvestment Plan (DRIP) for
automatic reinvestment of dividends in the
stock of the company. Participants in the
DRIP may also purchase additional shares
with optional cash payments. For additional
information or for an authorization form,
please contact Investor Relations.
Direct Deposit of Dividends
Dividends may be automatically deposited
into a shareholder’s checking or savings account
free of charge. For more information, contact
Investor Relations.
100 N. Gay Street, P.O. Box 3110, Auburn, AL 36831-3110
Telephone: 334-821-9200 Fax: 334-887-2796