AUBURN NATIONAL BANCORPORATION, INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Table of Contents 76 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Auburn National Bancorporation, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Auburn National Bancorporation, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of earnings , comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements and schedules (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20 20 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Comp any’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicabl e rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that w as communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matter doe s not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for Loan Losses As described in Note 5 to the Company’s consolidated financial statements, the Company has a gross loan portfolio of $462.5 million and related allowance for loan losses of $5.6 million as of December 31, 2020. As described by the Company in Note 1, the evaluation of the allowance for loan losses is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance for loan losses is evaluated on a regular basis and is based upon the Company’s review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. Table of Contents 77 We identified the Company’s estimate of the allowance for loan losses as a critical audit matter. The principal considerations for our determination of the allowance for loan losses as a critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these complex judgments and assumptions by the Company involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed. The primary procedures we performed to address this critical audit matter included: ● We evaluated the relevance and the reasonableness of assumptions related to evaluation of the loan portfolio, current economic conditions, and other risk factors used in development of the qualitative factors for collectively evaluated loans. ● We evaluated the reasonableness of assumptions and data used by the Company in developing the qualitative factors by comparing these data points to internally developed and third-party sources, and other audit evidence gathered. /s/ Elliott Davis, LLC We have served as the Company's auditor since 2015. Greenville, South Carolina March 9, 2021 Table of Contents 78 AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31 (Dollars in thousands, except share data) 2020 2019 Assets: Cash and due from banks $ 14,868 $ 15,172 Federal funds sold 28,557 25,944 Interest bearing bank deposits 69,150 51,327 Cash and cash equivalents 112,575 92,443 Securities available-for-sale 335,177 235,902 Loans held for sale 3,418 2,202 Loans, net of unearned income 461,700 460,901 Allowance for loan losses ( 5,618 ) ( 4,386 ) Loans, net 456,082 456,515 Premises and equipment, net 22,193 14,743 Bank-owned life insurance 19,232 19,202 Other assets 7,920 6,872 Total assets $ 956,597 $ 827,879 Liabilities: Deposits: Noninterest-bearing $ 245,398 $ 196,218 Interest-bearing 594,394 527,934 Total deposits 839,792 724,152 Federal funds purchased and securities sold under agreements to repurchase 2,392 1,069 Accrued expenses and other liabilities 6,723 4,330 Total liabilities 848,907 729,551 Stockholders' equity: Preferred stock of $ 0.01 par value; authorized 200,000 shares; issued shares - none — — Common stock of $ 0.01 par value; authorized 8,500,000 shares; issued 3,957,135 shares 39 39 Additional paid-in capital 3,789 3,784 Retained earnings 105,617 101,801 Accumulated other comprehensive income, net 7,599 2,059 Less treasury stock, at cost - 390,859 shares and 390,989 shares at December 31, 2020 and 2019, respectively ( 9,354 ) ( 9,355 ) Total stockholders’ equity 107,690 98,328 Total liabilities and stockholders’ equity $ 956,597 $ 827,879 See accompanying notes to consolidated financial statements Table of Contents 79 AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES Consolidated Statements of Earnings Year ended December 31 (Dollars in thousands, except share and per share data) 2020 2019 Interest income: Loans, including fees $ 22,055 $ 22,930 Securities: Taxable 3,932 4,000 Tax-exempt 1,851 2,099 Federal funds sold and interest bearing bank deposits 356 1,218 Total interest income 28,194 30,247 Interest expense: Deposits 3,847 4,176 Short-term borrowings 9 7 Total interest expense 3,856 4,183 Net interest income 24,338 26,064 Provision for loan losses 1,100 ( 250 ) Net interest income after provision for loan losses 23,238 26,314 Noninterest income: Service charges on deposit accounts 585 717 Mortgage lending 2,319 866 Bank-owned life insurance 724 437 Gain from loan guarantee program — 1,717 Other 1,644 1,880 Securities gains (losses), net 103 ( 123 ) Total noninterest income 5,375 5,494 Noninterest expense: Salaries and benefits 11,316 11,931 Net occupancy and equipment 2,511 1,907 Professional fees 1,052 1,014 FDIC and other regulatory assessments 256 181 Other 4,419 4,664 Total noninterest expense 19,554 19,697 Earnings before income taxes 9,059 12,111 Income tax expense 1,605 2,370 Net earnings $ 7,454 $ 9,741 Net earnings per share: Basic and diluted $ 2.09 $ 2.72 Weighted average shares outstanding: Basic and diluted 3,566,207 3,581,476 See accompanying notes to consolidated financial statements Table of Contents 80 AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Year ended December 31 (Dollars in thousands) 2020 2019 Net earnings $ 7,454 $ 9,741 Other comprehensive income, net of tax: Unrealized net holding gain on securities 5,617 5,730 Reclassification adjustment for net (gain) loss on securities recognized in net earnings ( 77 ) 92 Other comprehensive income 5,540 5,822 Comprehensive income $ 12,994 $ 15,563 See accompanying notes to consolidated financial statements Table of Contents 81 AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Accumulated Common Additional other Shares Common paid-in Retained comprehensive Treasury (Dollars in thousands, except share data) Outstanding Stock capital earnings (loss) income stock Total Balance, December 31, 2018 3,643,868 $ 39 3,779 95,635 ( 3,763 ) ( 6,635 ) $ 89,055 Net earnings — — — 9,741 — — 9,741 Other comprehensive income — — — — 5,822 — 5,822 Cash dividends paid ($ 1.00 per share) — — — ( 3,575 ) — — ( 3,575 ) Stock repurchases ( 77,907 ) — — — — ( 2,721 ) ( 2,721 ) Sale of treasury stock 185 — 5 — — 1 6 Balance, December 31, 2019 3,566,146 $ 39 $ 3,784 $ 101,801 $ 2,059 $ ( 9,355 ) $ 98,328 Net earnings — — — 7,454 — — 7,454 Other comprehensive income — — — — 5,540 — 5,540 Cash dividends paid ($ 0.96 per share) — — — ( 3,638 ) — — ( 3,638 ) Sale of treasury stock 130 — 5 — — 1 6 Balance, December 31, 2020 3,566,276 $ 39 $ 3,789 $ 105,617 $ 7,599 $ ( 9,354 ) $ 107,690 See accompanying notes to consolidated financial statements Table of Contents 82 AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Year ended December 31 (In thousands) 2020 2019 Cash flows from operating activities: Net earnings $ 7,454 $ 9,741 Adjustments to reconcile net earnings to net cash provided by operating activities: Provision for loan losses 1,100 ( 250 ) Depreciation and amortization 1,666 1,157 Premium amortization and discount accretion, net 2,862 1,853 Deferred tax benefit ( 330 ) ( 153 ) Net (gain) loss on securities available for sale ( 103 ) 123 Net gain on sale of loans held for sale ( 2,300 ) ( 545 ) Net gain on other real estate owned ( 52 ) ( 59 ) Loans originated for sale ( 82,726 ) ( 30,407 ) Proceeds from sale of loans 83,138 28,892 Increase in cash surrender value of bank owned life insurance ( 442 ) ( 437 ) Income recognized from death benefit on bank-owned life insurance ( 282 ) — Net increase in other assets ( 2,656 ) ( 872 ) Net increase in accrued expenses and other liabilities 2,399 1,807 Net cash provided by operating activities $ 9,728 $ 10,850 Cash flows from investing activities: Proceeds from sales of securities available-for-sale 21,029 36,462 Proceeds from maturities of securities available-for-sale 62,021 55,078 Purchase of securities available-for-sale ( 177,686 ) ( 81,843 ) (Increase) decrease in loans, net ( 766 ) 15,771 Net purchases of premises and equipment ( 8,355 ) ( 1,809 ) (Increase) decrease in FHLB stock ( 9 ) 32 Proceeds from bank-owned life insurance death benefit 694 — Proceeds from sale of other real estate owned 151 394 Net cash (used in) provided by investing activities $ ( 102,921 ) $ 24,085 Cash flows from financing activities: Net increase (decrease) in noninterest-bearing deposits 49,180 ( 5,430 ) Net increase in interest-bearing deposits 66,460 5,389 Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 1,323 ( 1,231 ) Stock repurchases — ( 2,721 ) Dividends paid ( 3,638 ) ( 3,575 ) Net cash provided by (used in) financing activities $ 113,325 $ ( 7,568 ) Net change in cash and cash equivalents $ 20,132 $ 27,367 Cash and cash equivalents at beginning of period 92,443 65,076 Cash and cash equivalents at end of period $ 112,575 $ 92,443 Supplemental disclosures of cash flow information: Cash paid (received) during the period for: Interest $ 4,055 $ 4,092 Income taxes 678 2,295 Gain from loan guarantee program — (1,717) Supplemental disclosure of non-cash transactions: Initial recognition of operating lease right of use assets $ — $ 891 Initial recognition of operating lease liabilities — 889 Real estate acquired through foreclosure 99 82 See accompanying notes to consolidated financial statements Table of Contents 83 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. Significant intercompany transactions and accounts are eliminated in consolidation. COVID-19 Uncertainty COVID-19 has adversely affected, and may continue to adversely affect economic activity globally, nationally and locally. Following the COVID-19 outbreak in December 2019 and January 2020, market interest rates declined significantly. The federal banking agencies encouraged financial institutions to prudently work with borrowers and passed legislation to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. The spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. The rapid development and fluidity of this situation precludes any predication as to the ultimate impact of the COVID-19 outbreak. Nevertheless, the outbreak presents uncertainty and risk with respect to the Company, its performance, and its financial results. Revenue Recognition On January 1, 2018, the Company implemented ASU 2014 -09, Revenue from Contracts with Customers , codified at ASC 606. The Company adopted ASC 606 using the modified retrospective transition method. The majority of the Company’s revenue stream is generated from interest income on loans and deposits which are outside the scope of ASC 606. The Company’s sources of income that fall within the scope of ASC 606 include service charges on deposits, investment services, interchange fees and gains and losses on sales of other real estate, all of which are presented as components of noninterest income. The following is a summary of the revenue streams that fall within the scope of ASC 606: Service charges on deposits, investment services, ATM and interchange fees – Fees from these services are either transaction-based, for which the performance obligations are satisfied when the individual transaction is processed, or set periodic service charges, for which the performance obligations are satisfied over the period the service is provided. Transaction-based fees are recognized at the time the transaction is processed, and periodic service charges are recognized over the service period. Gains on sales of other real estate – A gain on sale should be recognized when a contract for sale exists and control of the asset has been transferred to the buyer. ASC 606 lists several criteria required to conclude that a contract for sale exists, including a determination that the institution will collect substantially all of the consideration to which it is entitled. In addition to the loan-to-value, the analysis is based on various other factors, including the credit quality of the borrower, the structure of the loan, and any other factors that may affect collectability. 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. Table of Contents 84 Change in Accounting Estimate During the fourth quarter of 2019, the Company reassessed its estimate of the useful lives of certain fixed assets. The Company revised its original useful life estimate for certain land improvements, buildings and improvements and furniture, fixtures and equipment, with a carrying value of $ 0.5 million at December 31, 2019, to correspond with estimated demolition dates planned as part of the redevelopment project for our main campus. This is considered a change in accounting estimate, per ASC 250-10, where adjustments should be made prospectively. The effects of this change in accounting estimate on the 2020 and 2019 consolidated financial statements, respectively, was a decrease in net earnings of $ 342 thousand, or $ 0.10 per share and $ 161 thousand, or $ 0.04 per share. 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. Subsequent Events The Company has evaluated the effects of events or transactions through the date of this filing that ha ve occurred subsequent to December 31, 2020. The Company does not believe there are any material subsequent events that would require further recognition or disclosure. Accounting Standards Adopted in 2020 In 2020, the Company adopted new guidance related to the following Accounting Standards Update (“Update” or “ASU”): ● ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ; and ● ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. Information about these pronouncements is described in more detail below. ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, improves the disclosure requirements on fair value measurements by eliminating the requirements to disclose (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU also added specific disclosure requirements for fair value measurements for public entities including the requirement to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2019, and all interim periods within those fiscal years. Early adoption was permitted upon issuance of the ASU. Entities are permitted to early adopt amendments that remove or modify disclosures and delay the adoption of the additional disclosures until their effective date. The Company adopted this ASU on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Table of Contents 85 ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include internal-use software license). This ASU requires entities to use the guidance in FASB ASC 350-40, Intangibles - Goodwill and Other - Internal Use Software, to determine whether to capitalize or expense implementation costs related to the service contract. This ASU also requires entities to (i) expense capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement; (ii) present the expense related to the capitalized implementation costs in the same line item on the income statement as fees associated with the hosting element of the arrangement; (iii) classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element; and (iv) present the capitalized implementation costs in the same balance sheet line item that a prepayment for the fees associated with the hosting arrangement would be presented. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption was permitted. The Company adopted this ASU on January 1, 2020. Adoption of this guidance 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, 2020, 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 (loss), 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 using the effective interest method. Premiums are amortized to the earliest call date while discounts are accreted over the estimated life of the security. 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 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. Table of Contents 86 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 (“TD Rs”). 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. The Company began offering short-term loan modifications to assist borrowers during the COVID-19 pandemic. If the modification meets certain conditions, the modification does not need to be accounted for as a TDR. For more information, please refer to Note 5, Loans and Allowance for Loan Losses. Allowance for Loan Losses The allowance for loan losses is maintained at a level that manage ment 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. Table of Contents 87 Premises and Equipment Land is carried at cost. Land improvements, buildings and improvements, and furniture, fixtures, 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. 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 nonmarketable equity securities are accounted for at cost which equals par or redemption value. These securities do not have a readily determinable fair value as their ownership is restricted and there is no market for these securities. These securities can only be redeemed or sold at their par value and only to the respective issuing government supported institution or to another member institution. The Company records these nonmarketable equity securities as a component of other assets, which are periodically evaluated for impairment. Management considers these nonmarketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than by recognizing temporary declines in value. 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. 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. Table of Contents 88 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 15, Fair Value. 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, 2020 and 2019, 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. Year ended December 31 (Dollars in thousands, except share and per share data) 2020 2019 Basic and diluted: Net earnings $ 7,454 $ 9,741 Weighted average common shares outstanding 3,566,207 3,581,476 Net earnings per share $ 2.09 $ 2.72 NOTE 3: RESTRICTED CASH BALANCES Regulation D of the Federal Reserve Act requires that banks maintain reserve balances with the Federal Reserve Bank (“FRB”) based principally on the type and amount of their deposits. Effective March 26, 2020, the FRB no longer requires banks to maintain reserve balances on deposit with the FRB. The Bank did not have a required reserve balance at the FRB at December 31, 2019. Table of Contents 89 NOTE 4: SECURITIES At December 31, 2020 and 2019, 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, 2020 and 2019, respectively, are presented below. 1 year 1 to 5 5 to 10 After 10 Fair Gross Unrealized Amortized (Dollars in thousands) or less years years years Value Gains Losses Cost December 31, 2020 Agency obligations (a) $ 5,048 24,834 55,367 12,199 97,448 3,156 98 $ 94,390 Agency MBS (a) — 1,154 20,502 141,814 163,470 3,245 133 160,358 State and political subdivisions 477 632 8,405 64,745 74,259 3,988 11 70,282 Total available-for-sale $ 5,525 26,620 84,274 218,758 335,177 10,389 242 $ 325,030 December 31, 2019 Agency obligations (a) $ 4,993 27,245 18,470 — 50,708 215 98 $ 50,591 Agency MBS (a) — 560 4,510 118,207 123,277 798 261 $ 122,740 State and political subdivisions — 1,355 6,166 54,396 61,917 2,104 9 $ 59,822 Total available-for-sale $ 4,993 29,160 29,146 172,603 235,902 3,117 368 $ 233,153 (a) Includes securities issued by U.S. government agencies or government sponsored entities. Expected maturities of these securities may differ from contractual maturities because issues may have the right to call or repay obligations with or without prepayment penalties. Securities with aggregate fair values of $ 166.9 million and $ 147.8 million at December 31, 2020 and 2019, 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 nonmarketable equity investments. The carrying amounts of nonmarketable equity investments were $ 1.4 million at December 31, 2020 and 2019, respectively. Nonmarketable equity investments include FHLB of Atlanta stock, Federal Reserve Bank (“FRB”) stock, and stock in a privately held financial institution. Table of Contents 90 Gross Unrealized Losses and Fair Value The fair values and gross unrealized losses on securities at December 31, 2020 and 2019, 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. Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized (Dollars in thousands) Value Losses Value Losses Value Losses December 31, 2020: Agency obligations $ 15,416 98 — — 15,416 $ 98 Agency MBS 41,488 133 — — 41,488 133 State and political subdivisions 2,945 11 — — 2,945 11 Total $ 59,849 242 — — 59,849 $ 242 December 31, 2019: Agency obligations $ 24,734 97 4,993 1 29,727 $ 98 Agency MBS 40,126 98 21,477 163 61,603 261 State and political subdivisions 2,741 9 — — 2,741 9 Total $ 67,601 204 26,470 164 94,071 $ 368 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. On a quarterly basis, 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. 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 mortgage-backed securities (“MBS”) The unrealized losses associated with agency MBS 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. Table of Contents 91 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. 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 other-than-temporary impairment charges may occur in the future. 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, 2020 and 2019, 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, 2020 and 2019, respectively. Realized Gains and Losses The following table presents the gross realized gains and losses on sales related to securities. Year ended December 31 (Dollars in thousands) 2020 2019 Gross realized gains $ 184 120 Gross realized losses ( 81 ) ( 243 ) Realized gains (losses), net $ 103 ( 123 ) NOTE 5: LOANS AND ALLOWANCE FOR LOAN LOSSES December 31 (In thousands) 2020 2019 Commercial and industrial $ 82,585 $ 56,782 Construction and land development 33,514 32,841 Commercial real estate: Owner occupied 54,033 48,860 Hotel/motel 42,900 43,719 Multifamily 40,203 44,839 Other 118,000 132,900 Total commercial real estate 255,136 270,318 Residential real estate: Consumer mortgage 35,027 48,923 Investment property 49,127 43,652 Total residential real estate 84,154 92,575 Consumer installment 7,099 8,866 Total loans 462,488 461,382 Less: unearned income ( 788 ) ( 481 ) Loans, net of unearned income $ 461,700 $ 460,901 Loans secured by real estate were approximately 80.6 % of the total loan portfolio at December 31, 2020. At December 31, 2020, the Company’s geographic loan distribution was concentrated primarily in Lee County, Alabama and surrounding areas. Table of Contents 92 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. The following describe the risk characteristics relevant to each of the portfolio segments and classes. Commercial and industrial (“C&I”) — includes loans to finance business operations, equipment purchases, or other needs for small and medium-sized commercial customers. Also included in this category are loans to finance agricultural production. Generally, the primary source of repayment is the cash flow from business operations and activities of the borrower. We are a participating lender in the PPP. PPP loans are forgivable in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. As of December 31, 2020, the Company has 265 PPP loans with an aggregate outstanding principal balance of $ 19.0 million included in this category. 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. Hotel/motel – includes loans for hotels and motels. 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. 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. Table of Contents 93 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. The following is a summary of current, accruing past due and nonaccrual loans by portfolio class as of December 31, 2020 and 2019. Accruing Accruing Total 30-89 Days Greater than Accruing Non- Total (In thousands) Current Past Due 90 days Loans Accrual Loans December 31, 2020: Commercial and industrial $ 82,355 230 — 82,585 — $ 82,585 Construction and land development 33,453 61 — 33,514 — 33,514 Commercial real estate: Owner occupied 54,033 — — 54,033 — 54,033 Hotel/motel 42,900 — — 42,900 — 42,900 Multifamily 40,203 — — 40,203 — 40,203 Other 117,759 29 — 117,788 212 118,000 Total commercial real estate 254,895 29 — 254,924 212 255,136 Residential real estate: Consumer mortgage 33,169 1,503 140 34,812 215 35,027 Investment property 49,014 6 — 49,020 107 49,127 Total residential real estate 82,183 1,509 140 83,832 322 84,154 Consumer installment 7,069 29 1 7,099 — 7,099 Total $ 459,955 1,858 141 461,954 534 $ 462,488 December 31, 2019: Commercial and industrial $ 56,758 24 — 56,782 — $ 56,782 Construction and land development 32,385 456 — 32,841 — 32,841 Commercial real estate: Owner occupied 48,860 — — 48,860 — 48,860 Hotel/motel 43,719 — — 43,719 — 43,719 Multifamily 44,839 — — 44,839 — 44,839 Other 132,900 — — 132,900 — 132,900 Total commercial real estate 270,318 — — 270,318 — 270,318 Residential real estate: Consumer mortgage 47,151 1,585 — 48,736 187 48,923 Investment property 43,629 23 — 43,652 — 43,652 Total residential real estate 90,780 1,608 — 92,388 187 92,575 Consumer installment 8,802 64 — 8,866 — 8,866 Total $ 459,043 2,152 — 461,195 187 $ 461,382 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 $ 20 thousand and $ 9 thousand for the years ended December 31, 2020 and 2019, respectively. Table of Contents 94 Allowance for Loan Losses The allowance for loan losses as of and for the years ended December 31, 2020 and 2019, is presented below. Year ended December 31 (In thousands) 2020 2019 Beginning balance $ 4,386 $ 4,790 Charged-off loans (45) (408) Recovery of previously charged-off loans 177 254 Net recoveries (charge-offs) 132 (154) Provision for loan losses 1,100 (250) Ending balance $ 5,618 $ 4,386 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. 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, 2020 and 2019, 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. Table of Contents 95 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. Since the fourth quarter of 2016, the Company has increased its look-back period each quarter 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. For the year ended December 31, 2020, the Company increased its look -back period to 47 quarters to continue to include losses incurred by the Company beginning with the first quarter of 2009. 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. During 2020, the Company adjusted certain qualitative and economic factors related to changes in economic conditions driven by the impact of the COVID-19 pandemic and resulting adverse economic conditions, including higher unemployment in our primary market area. Further adjustments may be made in the future as a result of the ongoing COVID -19 pandemic. The following table details the changes in the allowance for loan losses by portfolio segment for the years ended December 31, 2020 and 2019. (in thousands) Commercial and industrial Construction and land Development Commercial Real Estate Residential Real Estate Consumer Installment Total Balance, December 31, 2018 $ 778 700 2,218 946 148 $ 4,790 Charge-offs ( 364 ) — — ( 6 ) ( 38 ) ( 408 ) Recoveries 117 — 1 109 27 254 Net (charge-offs) recoveries ( 247 ) — 1 103 ( 11 ) ( 154 ) Provision 46 ( 131 ) 70 ( 236 ) 1 (250) Balance, December 31, 2019 $ 577 569 2,289 813 138 $ 4,386 Charge-offs ( 7 ) — — — ( 38 ) ( 45 ) Recoveries 94 — — 63 20 177 Net recoveries (charge-offs) 87 — — 63 ( 18 ) 132 Provision 143 25 880 68 ( 16 ) 1,100 Balance, December 31, 2020 $ 807 594 3,169 944 104 $ 5,618 Table of Contents 96 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, 2020 and 2019. Collectively evaluated (1) Individually evaluated (2) Total Allowance Recorded Allowance Recorded Allowance Recorded for loan investment for loan investment for loan investment (In thousands) losses in loans losses in loans losses in loans December 31, 2020: Commercial and industrial $ 807 82,585 — — 807 82,585 Construction and land development 594 33,514 — — 594 33,514 Commercial real estate 3,169 254,920 — 216 3,169 255,136 Residential real estate 944 84,047 — 107 944 84,154 Consumer installment 104 7,099 — — 104 7,099 Total $ 5,618 462,165 — 323 5,618 462,488 December 31, 2019: Commercial and industrial $ 577 56,683 — 99 577 56,782 Construction and land development 569 32,841 — — 569 32,841 Commercial real estate 2,289 270,318 — — 2,289 270,318 Residential real estate 813 92,575 — — 813 92,575 Consumer installment 138 8,866 — — 138 8,866 Total $ 4,386 461,283 — 99 4,386 461,382 (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. 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. Table of Contents 97 (In thousands) Pass Special Mention Substandard Accruing Nonaccrual Total loans December 31, 2020 Commercial and industrial $ 79,984 2,383 218 — $ 82,585 Construction and land development 33,260 — 254 — 33,514 Commercial real estate: Owner occupied 51,265 2,627 141 — 54,033 Hotel/motel 35,084 7,816 — — 42,900 Multifamily 36,673 3,530 — — 40,203 Other 116,498 1,243 47 212 118,000 Total commercial real estate 239,520 15,216 188 212 255,136 Residential real estate: Consumer mortgage 32,518 397 1,897 215 35,027 Investment property 48,501 187 332 107 49,127 Total residential real estate 81,019 584 2,229 322 84,154 Consumer installment 7,069 7 23 — 7,099 Total $ 440,852 18,190 2,912 534 $ 462,488 December 31, 2019 Commercial and industrial $ 54,340 2,176 266 — $ 56,782 Construction and land development 31,798 — 1,043 — 32,841 Commercial real estate: Owner occupied 47,865 917 78 — 48,860 Hotel/motel 43,719 — — — 43,719 Multifamily 44,839 — — — 44,839 Other 132,030 849 21 — 132,900 Total commercial real estate 268,453 1,766 99 — 270,318 Residential real estate: Consumer mortgage 45,247 962 2,527 187 48,923 Investment property 42,331 949 372 — 43,652 Total residential real estate 87,578 1,911 2,899 187 92,575 Consumer installment 8,742 60 64 — 8,866 Total $ 450,911 5,913 4,371 187 $ 461,382 During the fourth quarter of 2019, the Company recognized a gain of $1.7 million resulting from the termination of a Loan Guarantee Program (the “Program”) operated by the State of Alabama. The payment of $1.7 million received by the Company in October 2019 was recorded as a gain and included in noninterest income on the accompanying consolidated statements of earnings. The Program required a 1% fee on the commitment balance at origination and in return the Company received a guarantee of up to 50% of losses in the event of the borrower's default. The Company had 5 loans outstanding totaling $ 10.3 million that were enrolled in the Program prior to its termination by the State of Alabama. Despite being enrolled in the Program, these loans would have met the Company's normal loan underwriting criteria at origination. All of these loans were categorized as Pass within the Company's credit quality asset classification at the date of the Program’s termination. 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). Table of Contents 98 The following table sets forth certain information regarding the Company’s impaired loans that were individually evaluated for impairment at December 31, 2020 and 2019. December 31, 2020 (In thousands) Unpaid principal balance (1) Charge-offs and payments applied (2) Recorded investment (3) Related allowance With no allowance recorded: Commercial real estate: Other $ 216 ( 4 ) 212 $ — Total commercial real estate 216 ( 4 ) 212 — Residential real estate: Investment property 109 ( 2 ) 107 — Total residential real estate 109 ( 2 ) 107 — Total impaired loans $ 325 ( 6 ) 319 $ — (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. December 31, 2019 (In thousands) Unpaid principal balance (1) Charge-offs and payments applied (2) Recorded investment (3) Related allowance With no allowance recorded: Commercial and industrial $ 335 ( 236 ) 99 $ — Total impaired loans $ 335 ( 236 ) 99 $ — (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. Year ended December 31, 2020 Year ended December 31, 2019 Average Total interest Average Total interest recorded income recorded income (In thousands) investment recognized investment recognized Impaired loans: Commercial and industrial $ — — $ 8 — Commercial real estate: Owner occupied — — 24 9 Other 116 — — — Total commercial real estate 116 — 24 9 Residential real estate: Investment property 59 — — — Total residential real estate 59 — — — Total $ 175 — $ 32 9 Table of Contents 99 Troubled Debt Restructurings Impaired loans also include troubled debt restructurings (“TDRs”). Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” provides banks the option to temporarily suspend certain requirements under ASC 340-10 TDR classifications for a limited period of time to account for the effects of COVID-19. In addition, the Interagency Statement on COVID-19 Loan Modifications, encourages banks to work prudently with borrowers and describes the agencies’ interpretation of how accounting rules under ASC 310-40, “Troubled Debt Restructurings by Creditors,” apply to certain COVID-19-related modifications. The Interagency Statement on COVID-19 Loan Modifications was supplemented on June 23, 2020 by the Interagency Examiner Guidance for Assessing Safety and Soundness Considering the Effect of the COVID-19 Pandemic on Institutions. If a loan modification is eligible, a bank may elect to account for the loan under section 4013 of the CARES Act. If a loan modification is not eligible under section 4013, or if the bank elects not to account for the loan modification under section 4013, the Revised Statement includes criteria when a bank may presume a loan modification is not a TDR in accordance with ASC 310 -40. The Company evaluates loan extensions or modifications not qualified under Section 4013 of the CARES Act or under the Interagency Statement on COVID-19 Loan Modifications in accordance with FASB ASC 340 -10 with respect to the classification of the loan as a TDR. In the normal course of business, management may grant concessions to borrowers that 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, when due, all amounts owed, 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 making the determination of whether a loan modification is a TDR, the Company considers the individual facts and circumstances surrounding each modification. 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 restructure. 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. At December 31, 2019 the Company had no TDRs. The following is a summary of accruing and nonaccrual TDRs and the related loan losses, by portfolio segment and class at December 31, 2020. TDRs Related (In thousands) Accruing Nonaccrual Total Allowance December 31, 2020 Commercial real estate: Other $ — 212 212 — Total commercial real estate — 212 212 — Investment property — 107 107 — Total residential real estate — 107 107 — Total $ — 319 319 $ — At December 31, 2020, there were no significant outstanding commitments to advance additional funds to customers whose loans had been restructured. Table of Contents 100 There were no loans modified in a TDR during the year ended December 31, 2019. The following table summarizes loans modified in a TDR during the year ended December 31, 2020 both before and after modification. Pre- Post- modification modification outstanding outstanding Number of recorded recorded ($ in thousands) contracts investment investment December 31, 2020 Commercial real estate: Other 1 $ 216 216 Total commercial real estate 1 216 216 Investment property 3 111 111 Total residential real estate 3 111 111 Total 4 $ 327 327 Four loans were modified in a TDR during the year ended December 31, 2020. The only concession granted by the Company was related to a delay in the required payment of principal and/or interest. During the years ended December 31, 2020 and 2019, respectively, the Company had no loans modified in a TDR within the previous 12 months for which there was a payment default (defined as 90 days or more past due). NOTE 6: PREMISES AND EQUIPMENT Premises and equipment at December 31, 2020 and 2019 is presented below . December 31 (Dollars in thousands) 2020 2019 Land and improvements $ 9,829 9,874 Buildings and improvements 7,436 9,987 Furniture, fixtures, and equipment 2,715 3,109 Construction in progress 8,171 107 Total premises and equipment 28,151 23,077 Less: accumulated depreciation ( 5,958 ) ( 8,334 ) Premises and equipment, net $ 22,193 14,743 Depreciation expense was approximately $ 905 thousand and $ 662 thousand for the years ended December 31, 2020 and 2019, respectively, and is a component of net occupancy and equipment expense in the consolidated statements of earnings. NOTE 7: MORTGAGE SERVICING RIGHTS, NET 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. Table of Contents 101 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, 2020 and 2019. Year ended December 31 (Dollars in thousands) 2020 2019 Beginning balance $ 1,299 1,441 Additions, net 671 241 Amortization expense ( 640 ) ( 383 ) Ending balance $ 1,330 1,299 Valuation allowance included in MSRs, net: Beginning of period $ — — End of period — — Fair value of amortized MSRs: Beginning of period $ 2,111 2,697 End of period 1,489 2,111 Data and assumptions used in the fair value calculation related to MSRs at December 31, 2020 and 2019, respectively, are presented below. December 31 (Dollars in thousands) 2020 2019 Unpaid principal balance $ 265,964 274,227 Weighted average prepayment speed (CPR) 20.7 % 11.6 Discount rate (annual percentage) 10.0 % 10.0 Weighted average coupon interest rate 3.6 % 3.9 Weighted average remaining maturity (months) 253 255 Weighted average servicing fee (basis points) 25.0 25.0 At December 31, 2020, the weighted average amortization period for MSRs was 3.7 years. Estimated amortization expense for each of the next five years is presented below. (Dollars in thousands) December 31, 2020 2021 $ 308 2022 227 2023 170 2024 129 2025 101 Table of Contents 102 NOTE 8: DEPOSITS At December 31, 2020, the scheduled maturities of certificates of deposit and other time deposits are presented below. (Dollars in thousands) December 31, 2020 2021 $ 88,292 2022 50,332 2023 12,572 2024 5,842 2025 3,363 Thereafter — Total certificates of deposit and other time deposits $ 160,401 Additionally, at December 31, 2020 and 2019, approximately $ 55.0 million and $ 57.4 million, respectively, of certificates of deposit and other time deposits were issued in denominations greater than $250 thousand. At December 31, 2020 and 2019, the amount of deposit accounts in overdraft status that were reclassified to loans on the accompanying consolidated balance sheets was not material. NOTE 9: SHORT-TERM BORROWINGS At December 31, 2020 and 2019, the composition of short-term borrowings is presented below. 2020 2019 Weighted Weighted (Dollars in thousands) Amount Avg. Rate Amount Avg. Rate Federal funds purchased: As of December 31 $ — — $ — — Average during the year 1 0.78 % 1 2.58 % Maximum outstanding at any month-end — — Securities sold under agreements to repurchase: As of December 31 $ 2,392 0.50 % $ 1,069 0.50 % Average during the year 1,822 0.50 % 1,442 0.50 % Maximum outstanding at any month-end 2,496 2,261 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, 2020. 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 $ 5.7 million and $ 2.6 million at December 31, 2020 and 2019, respectively, were pledged to secure securities sold under agreements to repurchase. Table of Contents 103 NOTE 10: LEASE COMMITMENTS We lease certain office facilities and equipment under operating leases. Rent expense for all operating leases totaled $ 0.2 million for both the years ended December 31, 2020 and 2019. On January 1, 2019, we adopted a new accounting standard which required the recognition of certain operating leases on our balance sheet as lease right of use assets (reported as component of other assets) and related lease liabilities (reported as a component of accrued expenses and other liabilities). Aggregate lease right of use assets were $ 788 thousand and $ 785 thousand at December 31, 2020 and 2019, respectively. Aggregate lease liabilities were $ 811 thousand and $ 788 thousand at December 31, 2020 and 2019, respectively. Rent expense includes amounts related to items that are not included in the determination of lease right of use assets including expenses related to short-term leases totaling $ 0.1 million for the year ended December 31, 2020. Lease payments under operating leases that were applied to our operating lease liability totaled $ 112 thousand during the year ended December 31, 2020. The following table reconciles future undiscounted lease payments due under non- cancelable operating leases (those amounts subject to recognition) to the aggregate operating lease liability as of December 31, 2020. Future lease (Dollars in thousands) payments 2021 $ 127 2022 120 2023 120 2024 120 2025 111 Thereafter 300 Total undiscounted operating lease liabilities $ 898 Imputed interest 87 Total operating lease liabilities included in the accompanying consolidated balance sheets $ 811 Weighted-average lease terms in years 7.68 Weighted-average discount rate 3.02 % NOTE 11: 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, 2020 and 2019, is presented below. Pre-tax Tax benefit Net of (Dollars in thousands) amount (expense) tax amount 2020: Unrealized net holding gain on securities $ 7,501 ( 1,884 ) 5,617 Reclassification adjustment for net gain on securities recognized in net earnings ( 103 ) 26 ( 77 ) Other comprehensive income $ 7,398 ( 1,858 ) 5,540 2019: Unrealized net holding gain on securities $ 7,651 ( 1,921 ) 5,730 Reclassification adjustment for net loss on securities recognized in net earnings 123 ( 31 ) 92 Other comprehensive loss $ 7,774 ( 1,952 ) 5,822 Table of Contents 104 NOTE 12: INCOME TAXES For the years ended December 31, 2020 and 2019 the components of income tax expense from continuing operations are presented below. Year ended December 31 (Dollars in thousands) 2020 2019 Current income tax expense: Federal $ 1,459 1,939 State 476 584 Total current income tax expense 1,935 2,523 Deferred income tax benefit: Federal ( 262 ) ( 136 ) State ( 68 ) ( 17 ) Total deferred income tax benefit (330) (153) Total income tax expense $ 1,605 2,370 Total income tax expense differs from the amounts computed by applying the statutory federal income tax rate of 21% to earnings before income taxes. A reconciliation of the differences for the years ended December 31, 2020 and 2019, is presented below. 2020 2019 Percent of Percent of pre-tax pre-tax (Dollars in thousands) Amount earnings Amount earnings Earnings before income taxes $ 9,059 12,111 Income taxes at statutory rate 1,902 21.0 % 2,543 21.0 % Tax-exempt interest ( 489 ) ( 5.4 ) ( 508 ) ( 4.1 ) State income taxes, net of federal tax effect 345 3.8 440 3.6 Bank-owned life insurance ( 152 ) ( 1.7 ) ( 92 ) ( 0.8 ) Other ( 1 ) — ( 13 ) ( 0.1 ) Total income tax expense $ 1,605 17.7 % 2,370 19.6 % Table of Contents 105 The Company had a net deferred tax liability of $1.5 million and $9 thousand included in other liabilities ts on the consolidated balance sheets at December 31, 2020 and 2019, respectively. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below. December 31 (Dollars in thousands) 2020 2019 Deferred tax assets: Allowance for loan losses $ 1,411 1,102 Accrued bonus 183 296 Right of use liability 204 198 Other 91 88 Total deferred tax assets 1,889 1,684 Deferred tax liabilities: Premises and equipment 199 315 Unrealized gain on securities 2,548 690 Originated mortgage servicing rights 334 326 Right of use asset 198 197 Other 147 165 Total deferred tax liabilities 3,426 1,693 Net deferred tax liability $ ( 1,537 ) ( 9 ) 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, 2020. 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, 2020 and 2019, is presented below. Year ended December 31 (Dollars in thousands) 2020 2019 Net deferred tax (liability) asset: Balance, beginning of year $ (9) 1,790 Deferred tax benefit (expense) related to continuing operations 330 153 Stockholders' equity, for accumulated other comprehensive (income) loss ( 1,858 ) ( 1,952 ) Balance, end of year $ ( 1,537 ) ( 9 ) 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, 2020, 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 2021 relative to any tax positions taken prior to December 31, 2020. As of December 31, 2020, 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, 2017 through 2020. Table of Contents 106 NOTE 13: EMPLOYEE BENEFIT PLAN The Company sponsors a qualified defined contribution retirement plan, the Auburn National Bancorporation, Inc. 401(k) Plan (the "Plan"). Eligible employees may contribute up to 100% of eligible compensation, subject to statutory limits upon completion of 2 months of service. Furthermore, the Company allows employer Safe Harbor contributions. Participants are immediately vested in employer Safe Harbor contributions. T he Company's matching contributions on behalf of participants were equal to $1.00 for each $1.00 contributed by participants, up to 3% of the participants' eligible compensation, and $0.50 for every $1.00 contributed by participants, up to 5% of the participants' eligible compensation, for a maximum matching contribution of 4% of the participants' eligible compensation. Company matching contributions to the Plan were $ 304 thousand and $ 264 thousand for the years ended December 31, 2020 and 2019, respectively, and are included in salaries and benefits expense. NOTE 14: 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. At December 31, 2020 and 2019, the following financial instruments were outstanding whose contract amount represents credit risk. December 31 (Dollars in thousands) 2020 2019 Commitments to extend credit $ 74,970 $ 60,564 Standby letters of credit 1,237 1,921 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 $ 25 thousand and $ 39 thousand at December 31, 2020 and 2019, respectively. Other Commitments At December 31, 2020, the Company has a contract with a construction company for $ 25.3 million to construct a new bank headquarters in Auburn, Alabama. 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. Table of Contents 107 NOTE 15: 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. 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, 2020 and 2019, 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. Table of Contents 108 The following table presents the balances of the assets and liabilities measured at fair value on a recurring as of December 31, 2020 and 2019, respectively, by caption, on the accompanying consolidated balance sheets by ASC 820 valuation hierarchy (as described above). Quoted Prices in Significant Active Markets Other Significant for Observable Unobservable Identical Assets Inputs Inputs (Dollars in thousands) Amount (Level 1) (Level 2) (Level 3) December 31, 2020: Securities available-for-sale: Agency obligations $ 97,448 — 97,448 — Agency MBS 163,470 — 163,470 — State and political subdivisions 74,259 — 74,259 — Total securities available -for-sale 335,177 — 335,177 — Total assets at fair value $ 335,177 — 335,177 — December 31, 2019: Securities available-for-sale: Agency obligations $ 50,708 — 50,708 — Agency MBS 123,277 — 123,277 — State and political subdivisions 61,917 — 61,917 — Total securities available -for-sale 235,902 — 235,902 — Total assets at fair value $ 235,902 — 235,902 — 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. 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. Table of Contents 109 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. The following table presents the balances of the assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2020 and 2019, respectively, by caption, on the accompanying consolidated balance sheets and by ASC 820 valuation hierarchy (as described above): Quoted Prices in Active Markets Other Significant for Observable Unobservable Identical Assets Inputs Inputs (Dollars in thousands) Amount (Level 1) (Level 2) (Level 3) December 31, 2020: Loans held for sale $ 3,418 — 3,418 — Loans, net (1) 319 — — 319 Other assets (2) 1,330 — — 1,330 Total assets at fair value $ 5,067 — 3,418 1,649 December 31, 2019: Loans held for sale $ 2,202 — 2,202 — Loans, net (1) 99 — — 99 Other assets (2) 1,299 — — 1,299 Total assets at fair value $ 3,600 — 2,202 1,398 (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, 2020 and 2019 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, 2020 and 2019, the significant unobservable inputs used in the fair value measurements are presented below. Weighted Carrying Significant Average (Dollars in thousands) Amount Valuation Technique Unobservable Input Range of Input December 31, 2020: Impaired loans $ 319 Appraisal Appraisal discounts 10.0 - 10.0 % 10.0 % Mortgage servicing rights, net 1,330 Discounted cash flow Prepayment speed or CPR 18.2 - 36.4 % 20.7 % Discount rate 10.0 - 12.0 % 10.0 % December 31, 2019: Impaired loans $ 99 Appraisal Appraisal discounts 10.0 - 10.0 % 10.0 % Mortgage servicing rights, net 1,299 Discounted cash flow Prepayment speed or CPR 11.2 - 22.4 % 11.6 % Discount rate 10.0 - 12.0 % 10.0 % Table of Contents 110 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. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments: Loans, net Fair values for loans were calculated using discounted cash flows. The discount rates reflected current rates at which similar loans would be made for the same remaining maturities. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments. The fair value of loans was measured using an exit price notion. Loans held for sale Fair values of loans held for sale are determined using quoted 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. Fair Value Hierarchy Carrying Estimated Level 1 Level 2 Level 3 (Dollars in thousands) amount fair value inputs inputs Inputs December 31, 2020: Financial Assets: Loans, net (1) $ 456,082 $ 451,816 $ — $ — $ 451,816 Loans held for sale 3,418 3,509 — 3,509 — Financial Liabilities: Time Deposits $ 160,401 $ 162,025 $ — $ 162,025 $ — December 31, 2019: Financial Assets: Loans, net (1) $ 456,515 $ 453,705 $ — $ — $ 453,705 Loans held for sale 2,202 2,251 — 2,251 — Financial Liabilities: Time Deposits $ 167,199 $ 168,316 $ — $ 168,316 $ — (1) Represents loans, net of unearned income and the allowance for loan losses. The fair value of loans was measured using an exit price notion. Table of Contents 111 NOTE 16: RELATED PARTY TRANSACTIONS 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) Amount Loans outstanding at December 31, 2019 $ 3,149 New loans/advances 871 Repayments ( 2,433 ) Changes in directors and executive officers ( 351 ) Loans outstanding at December 31, 2020 $ 1,236 During 2020 and 2019, 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, 2020 and 2019 amounted to $ 18.7 million and $ 19.1 million, respectively. NOTE 17: REGULATORY RESTRICTIONS AND CAPITAL RATIOS As required by the Economic Growth, Regulatory Relief, and Consumer Protection Act in August 2018, the Federal Reserve Board issued an interim final rule that expanded applicability of the Board’s small bank holding company policy statement. The interim final rule raised the policy statement’s asset threshold from $1 billion to $3 billion in total consolidated assets for a bank holding company or savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2) does not conduct significant off -balance sheet activities; and (3) does not have a material amount of debt or equity securities, other than trust-preferred securities, outstanding. The interim final rule provides that, if warranted for supervisory purposes, the Federal Reserve may exclude a company from the threshold increase. Management believes the Company meets the conditions of the Federal Reserve’s small bank holding company policy statement and is therefore excluded from consolidated capital requirements at December 31, 2020. The Bank remains subject to regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of December 31, 2020, 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 Bank's regulators that changes the Bank’s regulatory capital status. Table of Contents 112 The actual capital amounts and ratios for the Bank and the aforementioned minimums as of December 31, 2020 and 2019 are presented below. Minimum for capital Minimum to be Actual adequacy purposes well capitalized (Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio At December 31, 2020: Tier 1 Leverage Capital $ 96,096 10.32 % $ 37,263 4.00 % $ 46,579 5.00 % Common Equity Tier 1 Capital 96,096 17.27 25,042 4.50 36,171 6.50 Tier 1 Risk-Based Capital 96,096 17.27 33,389 6.00 44,519 8.00 Total Risk-Based Capital 101,906 18.31 44,519 8.00 55,648 10.00 At December 31, 2019: Tier 1 Leverage Capital $ 92,778 11.23 % $ 33,043 4.00 % $ 41,303 5.00 % Common Equity Tier 1 Capital 92,778 17.28 24,162 4.50 34,901 6.50 Tier 1 Risk-Based Capital 92,778 17.28 32,216 6.00 42,955 8.00 Total Risk-Based Capital 97,291 18.12 42,955 8.00 53,693 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, 2020, the Bank could have declared additional dividends of approximately $ 6.8 million without prior approval of regulatory authorities. As a result of this limitation, approximately $ 96.9 million of the Company’s investment in the Bank was restricted from transfer in the form of dividends. NOTE 18: AUBURN NATIONAL BANCORPORATION (PARENT COMPANY) The Parent Company’s condensed balance sheets and related condensed statements of earnings and cash flows are as follows. CONDENSED BALANCE SHEETS December 31 (Dollars in thousands) 2020 2019 Assets: Cash and due from banks $ 4,049 4,119 Investment in bank subsidiary 103,695 94,837 Other assets 631 625 Total assets $ 108,375 99,581 Liabilities: Accrued expenses and other liabilities $ 685 1,253 Total liabilities 685 1,253 Stockholders' equity 107,690 98,328 Total liabilities and stockholders' equity $ 108,375 99,581 Table of Contents 113 CONDENSED STATEMENTS OF EARNINGS Year ended December 31 (Dollars in thousands) 2020 2019 Income: Dividends from bank subsidiary $ 3,638 8,574 Noninterest income 862 346 Total income 4,500 8,920 Expense: Noninterest expense 255 212 Total expense 255 212 Earnings before income tax expense and equity in undistributed earnings of bank subsidiary 4,245 8,708 Income tax expense 110 26 Earnings before equity in undistributed earnings of bank subsidiary 4,135 8,682 Equity in undistributed earnings of bank subsidiary 3,319 1,059 Net earnings $ 7,454 9,741 CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31 (Dollars in thousands) 2020 2019 Cash flows from operating activities: Net earnings $ 7,454 9,741 Adjustments to reconcile net earnings to net cash provided by operating activities: Net (increase) decrease in other assets ( 6 ) 7 Net decrease in other liabilities ( 561 ) ( 215 ) Equity in undistributed earnings of bank subsidiary ( 3,319 ) ( 1,059 ) Net cash provided by operating activities 3,568 8,474 Cash flows from financing activities: Dividends paid ( 3,638 ) ( 3,575 ) Stock repurchases — ( 2,721 ) Net cash used in financing activities ( 3,638 ) ( 6,296 ) Net change in cash and cash equivalents ( 70 ) 2,178 Cash and cash equivalents at beginning of period 4,119 1,941 Cash and cash equivalents at end of period $ 4,049 4,119 Table of Contents 114 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.