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Item 1B. Unresolved Staff Comments

2022-03-08 compared with 2021-03-09 · 99 added, 93 removed, 60 unchanged (76% of the section changed)

1 unchanged sentence

DESCRIPTION OF PROPERTY

The Bank conducts its business from its main office and

seven full-service branches.

The Bank conducts its business from its main office and seven full-service

The Bank also operates loan

production offices

in Auburn and Phenix City,

The Bank owns

its main office building site,

which is located in

downtown Auburn, Alabama.

During 2020 the main office was demolished and a

temporary main office branch was

constructed in the AuburnBank Center (the “Center”).

The Bank also owns the Center, which was

located next to the

Bank’s recently demolished main

The Center has approximately 23,000 square feet of space.

All of the Bank’s

mortgage servicing, data processing activities, and other operations,

are located in the Center.

The temporary main office

branch offers the full line of the Bank’s

production offices in Auburn and Phenix City,

The Bank owns its main campus in downtown Auburn, Alabama, which comprises

over 5 acres and includes the Bank's

temporary main office, operations center,

drive-through facility,

and parking deck.

The operations center, built as a theater

in 1968, and remodeled by the Bank after purchasing it in 1985, has approximately 23,000

square feet of space.

Bank’s loan servicing, data processing activities,

and other operations, are located in the operations building.

Bank’s temporary main office

is located in the operations center as the Bank completes Phase I of its main campus

redevelopment plan.

The temporary main office branch offers the full line of the Bank’s

services and has one ATM.

The Bank’s drive-through facility located

office campus was constructed in October 2012.

This drive-through facility has five drive-through lanes, including an

Bank’s drive-through facility located

on the main office campus was constructed in October 2012.

This drive-through

facility has five drive-through lanes, including an ATM,

and a walk-up teller window.

In January 2019, the Bank purchased a parcel that adjoins the

Center in order to improve ingress and egress to the Bank's

main campus, which comprises over 5 acres in downtown Auburn and

includes the Bank's main office site, drive-through

facility, and the Center.

The building improvements on this adjoining parcel,

as well as the main office, will be demolished

as part of Phase I of the Bank's plan to redevelop its main campus.

Phase I of this redevelopment plan will include the

construction of a new headquarters building and a parking deck.

Construction activities commenced during the second half

of 2020 and upon completion of Phase I, the Bank's main office

branch and all of its back-office operations will

in the new headquarters building.

Any unused office/retail space in this new building will be

available for lease to third

Phase I of the redevelopment plan includes the construction of a new headquarters building,

the AuburnBank Center, and a

parking deck.

Construction activities for Phase I commenced during the second half of 2020

and the parking deck was

completed in April of 2021.

The parking deck has approximately 500 parking spaces, is open to the public and charges

hourly, monthly,

and special event rates, and is expected to provide for future parking needs on the Bank’s

including the new headquarters building.

The new headquarters building will have approximately 90,000

square feet of

space and is expected to be complete in the second quarter of 2022.

Upon completion of Phase I, the Bank’s main office,

Auburn loan production office, and all of its back-office operations

will be relocated to the new headquarters building.

Bank expects to lease approximately 46,000 square feet of office space

and approximately 5,000 square feet of retail space

in the new headquarters building to third party tenants.

In January 2019, the Bank purchased a parcel that adjoins the operations center in order

to improve ingress and egress to

the Bank’s main campus.

The building improvements currently on this adjoining parcel, as

well as the operations building,

will be demolished under Phase II of the Bank's campus redevelopment plan.

In February 2022, the Company entered into

an agreement, subject to a 180 day inspection period and customary closing conditions,

to sell this combined parcel of

approximately 0.85 acres to a hotel developer.

As part of the agreement, the Bank will negotiate a long-term lease with the

hotel developer for 100 to 150 parking spaces in the Bank’s

parking deck.

Upon closing, the Company currently expects

this sale to be accretive to 2022 earnings by approximately $0.70 per share.

The Opelika branch is located in Opelika, Alabama.

built in 1991, is owned by the Bank and has

This branch, built in 1991,

is owned by the Bank and has

approximately 4,000 square feet of space.

This branch offers

the full line of the Bank’s services and

has drive-through

This branch offers the full line of the

Bank’s services and has drive-through

windows and an ATM.

This branch offers parking for approximately 36 vehicles.

The Bank’s Notasulga branch was

opened in August 2001.

This branch is located in Notasulga, Alabama,

about 15 miles

The Bank’s Notasulga branch was opened

in August 2001.

This branch is located in Notasulga, Alabama, about 15

west of Auburn, Alabama.

This branch is owned by the Bank

and has approximately 1,344 square feet of space.

This branch is owned by the Bank and has approximately 1,344

square feet of space.

leased the land for this branch from a third party.

the Bank’s land lease renewed for

another one year term.

the Bank’s land lease renewed for another one

This branch offers the full line of the Bank’s

7 unchanged sentences

the Bank renewed its lease for another year.

In February 2009, the Bank opened a branch located on Bent

Creek Road in Auburn, Alabama.

In February 2009, the Bank opened a branch located on Bent Creek Road in Auburn,

This branch is owned by the

Bank and has approximately 4,000 square feet of space.

This branch offers the full line of the Bank’s

services and has

This branch offers

the full line of the Bank’s services and

drive-through windows and a drive-up ATM.

This branch offers parking for approximately 29

In December 2011, the Bank opened

a branch located on Fob James Drive in Valley,

This branch offers parking for approximately 29 vehicles.

In December 2011, the Bank opened a branch located

on Fob James Drive in Valley,

Alabama, about 30 miles northeast of

Auburn, Alabama.

This branch is owned by the Bank and has approximately 5,000

square feet of space.

This branch is owned by the Bank and has approximately 5,000 square feet of space.

This branch offers

the full line of the Bank’s services

and has drive-through windows and a drive-up ATM.

the full line of the Bank’s services and has drive-through

windows and a drive-up ATM.

This branch offers parking for

approximately 35 vehicles.

Prior to December 2011,

the Bank leased office space for a loan production office

The loan production office was originally opened

in September 2004.

In February 2015, the Bank relocated its Auburn Kroger branch to a

new location within the Corner Village

Prior to December 2011, the Bank leased office

space for a loan production office in Valley,

The loan production office was originally opened in September 2004.

In February 2015, the Bank relocated its Auburn Kroger branch to a new location within the

Corner Village Shopping

Center, in Auburn, Alabama.

In February 2015,

the Bank entered into a new lease agreement for five years with options

the Bank entered into a new lease agreement for five years with options for

two 5-year extensions.

In February 2020, the Bank exercised

its option to renew the lease for another five years.

In February 2020, the Bank exercised its option to renew the lease

for another five years.

leases approximately 1,500 square feet of space for the Corner Village

Prior to relocation, the Bank’s

Kroger branch was located in the Kroger supermarket in the same

shopping center.

The Auburn Kroger

Kroger branch was located in the Kroger supermarket in the same shopping center.

The Auburn Kroger branch was

originally opened in August 1988.

5 unchanged sentences

In September 2015, the Bank relocated its Auburn Wal

-Mart Supercenter branch to a new location the Bank purchased

-Mart Supercenter branch to a new location the Bank purchased in

December 2014 at the intersection of S.

1 unchanged sentence

University Drive in Auburn, Alabama.

Donahue branch, built in 2015, has approximately 3,600

square feet of space.

Donahue branch, built in 2015, has approximately 3,600 square feet of space.

Prior to relocation, the Bank’s Auburn

3 unchanged sentences

branch was originally opened in September 2000.

The South Donahue branch

offers the full

line of the Bank’s services and

has drive-through windows and an ATM.

The South Donahue branch offers

line of the Bank’s services and has drive-through

windows and an ATM.

This branch offers parking for approximately 28

In May 2017, the Bank relocated its Opelika Kroger branch to

a new location the Bank purchased in August 2016 near the

In May 2017, the Bank relocated its Opelika Kroger branch to a new location the Bank purchased

in August 2016 near the

Retail Shopping Center and the intersection of U.S.

and Frederick Road in Opelika, Alabama.

Highway 280 and Frederick

Road in Opelika, Alabama.

The Tiger Town

branch, built in 2017, has approximately 5,500

square feet of space.

branch, built in 2017, has approximately 5,500 square feet of space.

Prior to relocation, the Bank’s

Opelika Kroger branch was located inside the Kroger supermarket in

the Tiger Town

retail center in Opelika, Alabama.

Opelika Kroger branch was originally opened in July 2007.

Opelika Kroger branch was located inside the Kroger supermarket in the Tiger

Town retail center in Opelika,

Opelika Kroger branch was

originally opened in July 2007.

The Tiger Town

2 unchanged sentences

This branch offers parking for approximately 36 vehicles.

In September 2018, the Bank opened a loan production office

on East Samford Avenue in

Auburn, Alabama.

In September 2018, the Bank opened a loan production office on East Samford

Avenue in Auburn,

has approximately 2,500 square feet of space and is leased through 2028.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1B. Unresolved Staff Comments