UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM
10-K10-K/A
Amendment No. 1
☒
Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly periodfiscal year ended
December 31, 20222023
OR
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from __________ to __________
Commission File Number:
0-26486
Auburn National Bancorporation, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
63-0885779
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)
100 N. Gay Street
,
Auburn,
Alabama
36830
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
334
)
821-9200
Securities registered pursuant to Section 12 (b) of the Act:
Title of Each Class
Trading Symbol
Name of Exchange on which Registered
Common Stock
, par value $0.01
AUBN
NASDAQ
Securities registered to Section 12(g) of the Act:
None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes
☐
No
☒
Indicate by check mark if the registrant
is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.
Yes
☐
No
☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be
filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter
period that the registrant was required
to file such reports), and (2) has been subject
to such filing requirements for the past
90 days.
Yes
☒
☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive
Data File required to be submitted pursuant
to Rule 405 of Regulation S-
T (§ 232.405 of this chapter) during
the preceding 12 months (or for such
shorter period that the registrant was required
to submit such files).
Yes
☒
☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a
smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Company
☐
If an emerging growth company, indicate by check mark if the registrant
has selected not to use the extended
transition period for complying with any
new or revised
financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant
has filed a report on and attestation
to its management’s assessment of the effectiveness of its internal
control over
financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting
firm that prepared or issued its audit
report.
☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check
mark whether the financial statements of
the registrant included in the filing reflect
the correction of an error to previously
issued financial statements.
☐
Indicate by check mark whether any
of those error corrections are restatements
that required a recovery analysis of
incentive-based compensation received by any
of
the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b).
☐
Indicate by check mark if the registrant
is a shell company (as defined in Rule
12b-2 of the Act). Yes
☐
☒
State the aggregate market value of the voting
and non-voting common equity held by
non-affiliates computed by reference to the price
at which the common equity
was last sold, or the average bid and
asked price of such common equity
as of the last business day of the registrant’s most recently
completed second fiscal quarter:
$
61,228,10547,841,697
as of June 30,
2022.2023.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding
of each of the registrant’s classes of common stock,
as of the latest practicable date:
3,500,8793,493,674
shares of common stock as
of March 16, 2023.13, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the
Annual Meeting of Shareholders, scheduled
to be held May
9, 2023,14, 2024, are incorporated
by
by reference into Part II, Item 5 and
Part III of this Form 10-K.
89
AUBURN NATIONALBANCORPORATION,INC. AND SUBSIDIARIESConsolidated Statements of Cash Flows
Year ended December 31
(In thousands)
2022
2021
Cash flows from operating activities:
Net earnings
$
10,346
$
8,039
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for loan losses
1,000
(600)
Depreciation and amortization
1,528
1,244
Premium amortization and discount accretion, net
3,091
3,979
Deferred tax expense
686
278
Net gain on securities available for sale
(12)
(15)
Net gain on sale of loans held for sale
(309)
(1,417)
Net gain on other real estate owned
(162)
—
Loans originated for sale
(8,850)
(47,937)
Proceeds from sale of loans
10,424
50,901
Net gain on disposition of premises and equipment
(3,234)
—
Increase in cash surrender value of bank owned life insurance
(317)
(403)
Net (increase) decrease in other assets
(2,441)
1,235
Net decrease in accrued expenses and other liabilities
(770)
(2,984)
Net cash provided by operating activities
$
10,980
$
12,320
Cash flows from investing activities:
Proceeds from sales of securities available-for-sale
4,860
—
Proceeds from maturities, paydowns and calls of securities available-for-sale
45,921
73,607
Purchase of securities available-for-sale
(93,106)
(173,243)
(Increase) decrease in loans, net
(46,268)
2,883
Net purchases of premises and equipment
(7,049)
(20,175)
(Increase) decrease in FHLB stock
(74)
267
Purchase of New Markets TaxCredit investment—
(2,181)
Proceeds from sale of premises and equipment
4,222
—
Proceeds from sale of other real estate owned
536
—
Net cash used in investing activities
$
(90,958)
$
(118,842)
Cash flows from financing activities:
Net (decrease)increase in noninterest-bearing deposits
(4,761)
70,734
Net (decrease) increase in interest-bearing deposits
(39,145)
83,717
Net (decrease) increase in federal funds purchased and securities soldunder agreements to repurchase
(897)
1,056
Stock repurchases
(504)
(1,619)
Dividends paid
(3,720)
(3,682)
Net cash (used in) provided by financing activities
$
(49,027)
$
150,206
Net change in cash and cash equivalents
$
(129,005)
$
43,684
Cash and cash equivalents at beginning of period
156,259
112,575
Cash and cash equivalents at end of period
$
27,254
$
156,259
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$
2,341
$
2,560
Income taxes
1,351
2,760
Supplemental disclosure of non-cash transactions:
Real estate acquired through foreclosure
—
374
See accompanying notes to consolidated financial statements