Auburn National Bancorporation 10Q 2021 Q2 Quarterly report

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM

10-Q

(Mark One)

☒

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended

June 30, 2021

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period __________ to __________

Commission File Number:

0-26486

Auburn National Bancorporation, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

63-0885779

(I.R.S. Employer

Identification No.)

100 N. Gay Street

Auburn

Alabama

36830

(

334

)

821-9200

(Address and telephone number of principal executive offices)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 and

posted pursuant to Rule 405 of Regulation S-T 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, a smaller

reporting

company or

an emerging

growth company.

See the

definitions of

“large accelerated

filer,” “accelerated

filer,” “smaller

reporting

company” and “emerging growth company” in Rule 12b-2

of the Exchange Act. (Check one):

Large Accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an

emerging growth

company, indicate

by check

mark if

the registrant

has elected

not to

use the

extended transition

period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2

of the Act). Yes

☐

☒

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

AUBN

NASDAQ

Global Market

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

Outstanding at July 29, 2021

Common Stock, $0.01 par value per share

3,542,505

Table of Contents

AUBURN NATIONAL BANCORPORATION, INC. AND

SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION

PAGE

Item 1

Financial Statement

Consolidated Balance Sheets (Unaudited) as of June 30, 2021 and December 31, 2020

Consolidated Statements of Earnings (Unaudited) for the quarter and six months ended June 30, 2021 and 2020

Consolidated Statements of Comprehensive Income (Unaudited) for the quarter and six months ended June 30,

2021 and 2020

Consolidated Statements of Stockholders’ Equity (Unaudited) for the quarter and six months ended June 30,

2021 and 2020

Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2021 and 2020

Notes to Consolidated Financial Statements (Unaudited

)

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Table 1 – Explanation of Non-GAAP Financial Measures

Table 2 – Selected Quarterly Financial Data

Table 3 – Selected Financial Data

Table 4 – Average Balances and Net Interest Income Analysis – for the quarter ended June 30, 2021 and 2020

Table 5 – Average Balances and Net Interest Income Analysis – for the six months ended June 30, 2021 and

2020

Table 6 – Loan Portfolio Composition

Table 7 – Allowance for Loan Losses and Nonperforming Assets

Table 8 – Allocation of Allowance for Loan Losses

Table 9 – CDs and Other Time Deposits of $100,000 or more

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4

Controls and Procedures

PART II. OTHER INFORMATION

Item 1

Legal Proceedings

Item

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Mine Safety Disclosures

Item 5

Other Information

Item 6

Exhibits

Table of Contents

PART

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUBURN NATIONAL

BANCORPORATION,

INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

June 30,

December 31,

(Dollars in thousands, except share data)

2021

2020

Assets:

Cash and due from banks

18,925

14,868

Federal funds sold

49,466

28,557

Interest-bearing bank deposits

72,862

69,150

Cash and cash equivalents

141,253

112,575

Securities available-for-sale

384,865

335,177

Loans held for sale

1,367

3,418

Loans, net of unearned income

456,984

461,700

Allowance for loan losses

(5,107)

(5,618)

Loans, net

451,877

456,082

Premises and equipment, net

29,826

22,193

Bank-owned life insurance

19,434

19,232

Other assets

7,610

7,920

Total assets

1,036,232

956,597

Liabilities:

Deposits:

Noninterest-bearing

283,356

245,398

Interest-bearing

640,106

594,394

Total deposits

923,462

839,792

Federal funds purchased and securities sold under agreements

to repurchase

3,533

2,392

Accrued expenses and other liabilities

3,194

6,723

Total liabilities

930,189

848,907

Stockholders' equity:

Preferred stock of $

.01

par value; authorized

200,000

shares;

no shares issued

Common stock of $

.01

par value; authorized

8,500,000

shares;

issued

3,957,135

Additional paid-in capital

3,792

3,789

Retained earnings

108,060

105,617

Accumulated other comprehensive income, net

4,255

7,599

Less treasury stock, at cost -

411,280

shares and

390,859

at June 30, 2021

and December 31, 2020, respectively

(10,103)

(9,354)

Total stockholders’ equity

106,043

107,690

Total liabilities and

stockholders’ equity

1,036,232

956,597

See accompanying notes to consolidated financial statements

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AUBURN NATIONAL

BANCORPORATION,

INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands, except share and per share data)

2021

2020

2021

2020

Interest income:

Loans, including fees

5,112

5,494

10,290

10,906

Securities:

Taxable

1,009

1,056

1,958

2,167

Tax-exempt

444

476

896

929

Federal funds sold and interest-bearing bank deposits

306

Total interest income

6,593

7,053

13,200

14,308

Interest expense:

Deposits

614

981

1,280

2,022

Short-term borrowings

Total interest expense

618

983

1,288

2,026

Net interest income

5,975

6,070

11,912

12,282

Provision for loan losses

(600)

450

(600)

850

Net interest income after provision for

loan losses

6,575

5,620

12,512

11,432

Noninterest income:

Service charges on deposit accounts

138

126

270

298

Mortgage lending

424

683

973

913

Bank-owned life insurance

108

202

506

Other

449

365

847

794

Securities gains, net

Total noninterest income

1,110

1,363

2,292

2,598

Noninterest expense:

Salaries and benefits

2,897

2,597

5,748

5,428

Net occupancy and equipment

418

920

856

1,517

Professional fees

326

389

582

647

Other

1,254

1,053

2,399

2,223

Total noninterest expense

4,895

4,959

9,585

9,815

Earnings before income taxes

2,790

2,024

5,219

4,215

Income tax expense

504

363

927

753

Net earnings

2,286

1,661

4,292

3,462

Net earnings per share:

Basic and diluted

0.65

0.47

1.21

0.97

Weighted average shares

outstanding:

Basic and diluted

3,554,871

3,566,166

3,560,554

3,566,156

See accompanying notes to consolidated financial statements

Table of Contents

AUBURN NATIONAL

BANCORPORATION,

INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands)

2021

2020

2021

2020

Net earnings

2,286

1,661

4,292

3,462

Other comprehensive income (loss), net of

tax:

Unrealized net holding gain (loss) on securities

1,788

1,043

(3,344)

5,392

Reclassification adjustment for net gain on securities

recognized in net earnings

(60)

(65)

Other comprehensive income (loss)

1,788

983

(3,344)

5,327

Comprehensive income

4,074

2,644

948

8,789

See accompanying notes to consolidated financial statements

Table of Contents

AUBURN NATIONAL

BANCORPORATION,

INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

(Unaudited)

Accumulated

Common

Additional

other

Common

paid-in

Retained

comprehensive

Treasury

(Dollars in thousands, except share data)

Outstanding

Stock

capital

earnings

income (loss)

stock

Total

Quarter ended June 30, 2021

Balance, March 31, 2021

3,566,326

3,791

106,696

2,467

(9,354)

103,639

Net earnings

—

2,286

Other comprehensive income

—

1,788

Cash dividends paid ($

.26

per share)

—

(922)

Stock repurchases

(20,511)

(750)

Sale of treasury stock

Balance, June 30, 2021

3,545,855

3,792

108,060

4,255

(10,103)

106,043

Quarter ended June 30, 2020

Balance, March 31, 2020

3,566,146

3,784

102,692

6,403

(9,355)

103,563

Net earnings

—

1,661

Other comprehensive income

—

983

Cash dividends paid ($

.255

per share)

—

(909)

Sale of treasury stock

Balance, June 30, 2020

3,566,176

3,785

103,444

7,386

(9,355)

105,299

Six months ended June 30,

2021

Balance, December 31, 2020

3,566,276

3,789

105,617

7,599

(9,354)

107,690

Net earnings

—

4,292

Other comprehensive loss

—

(3,344)

Cash dividends paid ($

.52

per share)

—

(1,849)

Stock repurchases

(20,511)

(750)

Sale of treasury stock

Balance, June 30, 2021

3,545,855

3,792

108,060

4,255

(10,103)

106,043

Six months ended June 30,

2020

Balance, December 31, 2019

3,566,146

3,784

101,801

2,059

(9,355)

98,328

Net earnings

—

3,462

Other comprehensive income

—

5,327

Cash dividends paid ($

.51

per share)

—

(1,819)

Sale of treasury stock

Balance, June 30, 2020

3,566,176

3,785

103,444

7,386

(9,355)

105,299

See accompanying notes to consolidated financial statements

Table of Contents

AUBURN NATIONAL

BANCORPORATION,

INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

Six months ended June 30,

(Dollars in thousands)

2021

2020

Cash flows from operating activities:

Net earnings

4,292

3,462

Adjustments to reconcile net earnings to net cash provided

operating activities:

Provision for loan losses

(600)

850

Depreciation and amortization

629

989

Premium amortization and discount accretion, net

1,940

1,081

Net gain on securities available-for-sale

(87)

Net gain on sale of loans held for sale

(935)

(847)

Net gain on other real estate owned

(17)

Loans originated for sale

(32,608)

(36,385)

Proceeds from sale of loans

35,279

36,576

Increase in cash surrender value of bank-owned life insurance

(202)

(224)

Income recognized from death benefit on bank-owned life insurance

(282)

Net decrease (increase) in other assets

(1,013)

Net decrease in accrued expenses and other liabilities

(2,404)

(334)

Net cash provided by operating activities

5,413

3,769

Cash flows from investing activities:

Proceeds from sales of securities available-for-sale

9,062

Proceeds from prepayments and maturities of securities available

-for-sale

38,204

22,085

Purchase of securities available-for-sale

(94,297)

(91,318)

Decrease (increase) in loans, net

4,805

(3,400)

Net purchases of premises and equipment

(7,926)

(372)

Proceeds from bank-owned life insurance death benefit

694

Decrease (increase) in FHLB stock

267

(9)

Proceeds from sale of other real estate owned

116

Net cash used in investing activities

(58,947)

(63,142)

Cash flows from financing activities:

Net increase in noninterest-bearing deposits

37,958

51,211

Net increase in interest-bearing deposits

45,712

54,447

Net increase in federal funds purchased and securities sold

under agreements to repurchase

1,141

926

Stock repurchases

(750)

Dividends paid

(1,849)

(1,819)

Net cash provided by financing activities

82,212

104,765

Net change in cash and cash equivalents

28,678

45,392

Cash and cash equivalents at beginning of period

112,575

92,443

Cash and cash equivalents at end of period

141,253

137,835

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest

1,302

2,023

Income taxes

1,335

678

Supplemental disclosure of non-cash transactions:

Real estate acquired through foreclosure

See accompanying notes to consolidated financial statements

Table of Contents

AUBURN NATIONAL

BANCORPORATION,

INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

General

Auburn National Bancorporation, Inc. (the “Company”) provides

a full range of banking services to individual and

corporate customers in Lee County,

Alabama and surrounding counties through its wholly owned subsidiary,

AuburnBank

(the “Bank”). The Company does not have any segments other

than banking that are considered material.

Basis of Presentation and Use of Estimates

The unaudited consolidated financial statements in this report

have been prepared in accordance with U.S. generally

accepted accounting principles (“GAAP”) for interim financial

information.

Accordingly, these financial

statements do not

include all of the information and footnotes required by U.S. GAAP

for complete financial statements.

The unaudited

consolidated financial statements include, in the opinion of management,

all adjustments necessary to present a fair

statement of the financial position and the results of operations for

all periods presented. All such adjustments are of a

normal recurring nature. The results of operations in the interim statements

are not necessarily indicative of the results of

operations that the Company and its subsidiaries may achieve

for future interim periods or the entire year.

For further

information, refer to the consolidated financial statements and

footnotes included in the Company's Annual Report on Form

10-K for the year ended December 31, 2020.

The unaudited consolidated financial statements include the accounts

of the Company and its wholly-owned subsidiaries.

Significant intercompany transactions and accounts are eliminated

in consolidation.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and

liabilities and disclosures of contingent assets and liabilities as of

the balance sheet date and the reported amounts of revenues and

expenses 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 other-than-temporary impairment on investment securities,

the determination of the allowance for loan losses, fair

value of financial instruments, and the valuation of deferred

tax assets and other real estate owned (“OREO”).

Revenue Recognition

On January 1, 2018, the Company implemented Accounting Standards

Update (“ASU”

or “updates”) 2014-09,

Revenue

from Contracts with Customers

, codified at

Accounting Standards Codification

(“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 OREO

–

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.

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Subsequent Events

The Company has evaluated the effects of events

and transactions through the date of this filing that have

occurred

subsequent to June 30, 2021. The Company does not believe

there were any material subsequent events during this period

that would have required further recognition or disclosure in the

unaudited consolidated financial statements included in

this report.

Accounting Developments

In the first six months of 2021, the Company did not adopt any new

accounting guidance.

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 respective period.

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.

At June 30, 2021 and 2020,

respectively, the Company had

no such securities or 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 periods are presented below

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands, except share and per share data)

2021

2020

2021

2020

Basic and diluted:

Net earnings

2,286

1,661

4,292

3,462

Weighted average common

shares outstanding

3,554,871

3,566,166

3,560,554

3,566,156

Net earnings per share

0.65

0.47

1.21

0.97

NOTE 3: SECURITIES

At June 30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31,

2020, respectively, are presented

below.

1 year

1 to 5

5 to 10

After 10

Fair

Gross Unrealized

Amortized

(Dollars in thousands)

or less

years

Value

Gains

Losses

Cost

June 30, 2021

Agency obligations (a)

10,074

34,524

61,743

5,146

111,487

2,023

999

110,463

Agency MBS (a)

894

27,601

170,354

198,849

2,166

1,283

197,966

State and political subdivisions

381

982

11,874

61,292

74,529

3,945

170

70,754

Total available-for-sale

10,455

36,400

101,218

236,792

384,865

8,134

2,452

379,183

December 31, 2020

Agency obligations (a)

5,048

24,834

55,367

12,199

97,448

3,156

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

70,282

Total available-for-sale

5,525

26,620

84,274

218,758

335,177

10,389

242

325,030

(a) Includes securities issued by U.S. government agencies or

government-sponsored entities.

Securities with aggregate fair values of $

168.5

million and $

166.9

million at June 30, 2021 and December 31, 2020,

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.

Table of Contents

Included in other assets on the accompanying consolidated balance sheets

are non-marketable equity investments.

The

carrying amounts of non-marketable equity investments were

1.2

million and $

1.4

million at June 30, 2021 and December

31, 2020, respectively.

Non-marketable equity investments

include FHLB of Atlanta Stock, Federal Reserve Bank

(“FRB”) stock, and stock in a privately held financial institution.

Gross Unrealized Losses and Fair Value

The fair values and gross unrealized losses on securities at June 30,

2021 and December 31, 2020, respectively,

segregated

by those securities that have been in an unrealized loss position for

less than 12 months and 12 months or longer,

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

June 30, 2021:

Agency obligations

51,045

999

51,045

999

Agency MBS

101,319

1,283

101,319

1,283

State and political subdivisions

8,367

170

8,367

170

Total

160,731

2,452

160,731

2,452

December 31, 2020:

Agency obligations

15,416

Agency MBS

41,488

133

41,488

133

State and political subdivisions

2,945

Total

59,849

242

59,849

242

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 securities

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.

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Agency obligations

The unrealized losses associated with agency obligations were

primarily driven by declines 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.

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 declines

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 June 30,

2021 and December 31, 2020, 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 quarters ended June 30, 2021 and 2020,

respectively.

Realized Gains and Losses

The following table presents the gross realized gains and losses on sales

of securities.

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands)

2021

2020

2021

2020

Gross realized gains

100

106

Gross realized losses

(19)

Realized gains, net

Table of Contents

NOTE 4: LOANS AND ALLOWANCE

FOR LOAN LOSSES

June 30,

December 31,

(Dollars in thousands)

2021

2020

Commercial and industrial

87,933

82,585

Construction and land development

37,477

33,514

Commercial real estate:

Owner occupied

51,520

54,033

Hotel/motel

46,963

42,900

Multi-family

39,316

40,203

Other

105,046

118,000

Total commercial real estate

242,845

255,136

Residential real estate:

Consumer mortgage

33,140

35,027

Investment property

49,024

49,127

Total residential real estate

82,164

84,154

Consumer installment

7,762

7,099

Total loans

458,181

462,488

Less: unearned income

(1,197)

(788)

Loans, net of unearned income

456,984

461,700

Loans secured by real estate were approximately

79.1%

of the Company’s total loan portfolio

at June 30, 2021.

At June 30,

2021,

the Company’s geographic loan distribution

was concentrated primarily in Lee County,

Alabama, and surrounding

areas.

In accordance with ASC 310, 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 describes 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 participated

as a lender in the Paycheck Protection Program (“PPP”),

which ended May 31, 2021.

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.

The Company had

288

and

265

PPP loans with an aggregate outstanding principal balance of

22.1

million and $

19.0

million, included in this category,

as of June 30, 2021 and December 31, 2020, respectively.

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 credit

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 four classes: (1) owner occupied,

(2) hotel/motel,

(3) multifamily and (4)

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.

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●

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.

●

Multi-family

– 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 that are not owner occupied.

Loans in this class include loans for neighborhood retail centers,

medical and professional offices, single retail

stores, industrial buildings, and warehouses leased to local businesses. 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 of credit to

consumers that are secured by a primary residence or second home. These

loans are underwritten in accordance

with the Bank’s general loan poli

cies 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 and property value, as

well as the financial health of the borrower.

Consumer installment —

includes loans to individuals both secured by personal property

and unsecured.

Loans include

personal lines of credit, automobile loans, and other retail loans.

These loans are underwritten in accordance with the

Bank’s general loan policies and

procedures which require, among other things, proper

documentation of each borrower’s

financial condition, satisfactory credit history,

and, if applicable, property value.

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The following is a summary of current, accruing past due, and nonaccrual

loans by portfolio segment and class as of June

30, 2021 and December 31, 2020.

Accruing

Total

30-89 Days

Greater than

Accruing

Non-

Total

(Dollars in thousands)

Current

Past Due

90 days

Loans

Accrual

Loans

June 30, 2021:

Commercial and industrial

87,932

87,933

Construction and land development

37,273

204

37,477

Commercial real estate:

Owner occupied

51,520

Hotel/motel

46,963

Multi-family

39,316

Other

104,642

205

104,847

199

105,046

Total commercial real estate

242,441

205

242,646

199

242,845

Residential real estate:

Consumer mortgage

32,745

32,813

327

33,140

Investment property

48,922

102

49,024

Total residential real estate

81,667

81,735

429

82,164

Consumer installment

7,755

7,762

Total

457,068

485

457,553

628

458,181

December 31, 2020:

Commercial and industrial

82,355

230

82,585

Construction and land development

33,453

33,514

Commercial real estate:

Owner occupied

54,033

Hotel/motel

42,900

Multi-family

40,203

Other

117,759

117,788

212

118,000

Total commercial real estate

254,895

254,924

212

255,136

Residential real estate:

Consumer mortgage

33,169

1,503

140

34,812

215

35,027

Investment property

49,014

49,020

107

49,127

Total residential real estate

82,183

1,509

140

83,832

322

84,154

Consumer installment

7,069

7,099

Total

459,955

1,858

141

461,954

534

462,488

Allowance for Loan Losses

The Company assesses the adequacy of its allowance for loan

losses prior to the end of each calendar quarter.

The level of

the allowance is based upon management’s

evaluation of the loan portfolio, past loan loss experience,

current asset quality

trends, known and inherent risks in the portfolio, adverse situations

that may affect a borrower’s ability to

repay (including

the timing of future payment), the estimated value of any underlying

collateral, composition of the loan portfolio, economic

conditions, industry and peer bank loan loss rates, and other pertinent

factors, including regulatory recommendations. This

evaluation is inherently subjective as it requires material estimates including

the amounts and timing of future cash flows

expected to be received on impaired loans that may be susceptible

to significant change. Loans are charged off, in whole

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.

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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,

the 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 and independent

loan review processes. 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 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. 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 each

loan segment. 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 June 30, 2021 and December 31, 2020, and for the periods

then ended, the Company adjusted its historical loss

rates for the commercial real estate portfolio segment based,

in part, on loss rates of peer bank groups.

The estimated loan loss allocation for all five loan portfolio segments

is then adjusted for management’s

estimate of

probable losses for several “qualitative and environmental” factors.

The allocation for qualitative and environmental factors

is particularly subjective and does not lend itself to exact mathematical

calculation. This amount represents estimated

probable inherent credit losses which exist, but have not yet been

identified, as of the balance sheet date, and are based

upon quarterly trend assessments in delinquent and nonaccrual

loans, credit concentration changes, prevailing economic

conditions, changes in lending personnel experience, changes

in lending policies or procedures, and other 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

quarter ended June 30, 2021, the Company increased its look-back

period to 49 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

novel strain of coronavirus (“COVID-19 pandemic”) and resulting adverse

economic conditions, including higher

unemployment in our primary market area.

During the second quarter of 2021, the Company adjusted

certain qualitative

and economic factors to reflect improvements in economic conditions

in our primary market area.

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The following table details the changes in the allowance for loan

losses by portfolio segment for the respective periods.

June 30, 2021

(Dollars in thousands)

Commercial and

industrial

Construction

and land

development

Commercial

real estate

Residential

real estate

Consumer

installment

Total

Quarter ended:

Beginning balance

828

551

3,302

908

5,682

Charge-offs

(1)

Recoveries

Net recoveries (charge-offs)

Provision for loan losses

(1)

(598)

(82)

(7)

(600)

Ending balance

829

639

2,704

838

5,107

Six months ended:

Beginning balance

807

594

3,169

944

104

5,618

Charge-offs

(1)

(5)

(6)

Recoveries

Net recoveries (charge-offs)

Provision for loan losses

(32)

(465)

(131)

(17)

(600)

Ending balance

829

639

2,704

838

5,107

June 30, 2020

(Dollars in thousands)

Commercial and

industrial

Construction

and land

development

Commercial

real estate

Residential

real estate

Consumer

installment

Total

Quarter ended:

Beginning balance

675

582

2,596

877

137

4,867

Charge-offs

(4)

(27)

(31)

Recoveries

Net (charge-offs) recoveries

(2)

(21)

(9)

Provision for loan losses

319

450

Ending balance

679

613

2,915

954

147

5,308

Six months ended:

Beginning balance

577

569

2,289

813

138

4,386

Charge-offs

(4)

(32)

(36)

Recoveries

108

Net recoveries (charge-offs)

(24)

Provision for loan losses

626

850

Ending balance

679

613

2,915

954

147

5,308

Table of Contents

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 June 30, 2021

and 2020.

Collectively evaluated (1)

Individually evaluated (2)

Total

Allowance

Recorded

Allowance

Recorded

Allowance

Recorded

for loan

investment

for loan

investment

for loan

investment

(Dollars in thousands)

losses

in loans

losses

in loans

losses

in loans

June 30, 2021:

Commercial and industrial (3)

829

87,933

829

87,933

Construction and land development

639

37,477

639

37,477

Commercial real estate

2,704

242,646

199

2,704

242,845

Residential real estate

838

82,067

838

82,164

Consumer installment

7,762

Total

5,107

457,885

296

5,107

458,181

June 30, 2020:

Commercial and industrial (4)

679

87,754

679

87,754

Construction and land development

613

32,967

613

32,967

Commercial real estate

2,915

250,370

218

2,915

250,588

Residential real estate

954

85,714

111

954

85,825

Consumer installment

147

8,631

147

8,631

Total

5,308

465,436

329

5,308

465,765

(1)

Represents loans collectively evaluated for impairment in accordance

with ASC 450-20,

Loss Contingencies

, and

pursuant to amendments by ASU 2010-20 regarding allowance for

non-impaired loans.

(2)

Represents loans individually evaluated for impairment in accordance

with ASC 310-30,

Receivables

, and

pursuant to amendments by ASU 2010-20 regarding allowance for

impaired loans.

(3)

Includes $22.1 million of PPP loans for which no allowance

for loan losses was allocated due to 100% SBA guarantee.

(4)

Includes $36.5 million of PPP loans for which no allowance

for loan losses was allocated due to 100% SBA guarantee.

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 not

expected.

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(Dollars in thousands)

Pass

Special

Mention

Substandard

Accruing

Nonaccrual

Total loans

June 30, 2021:

Commercial and industrial

86,092

1,550

291

87,933

Construction and land development

37,235

239

37,477

Commercial real estate:

Owner occupied

49,361

2,026

133

51,520

Hotel/motel

39,151

7,812

—

46,963

Multi-family

35,786

3,530

39,316

Other

103,413

1,389

199

105,046

Total commercial real estate

227,711

14,757

178

199

242,845

Residential real estate:

Consumer mortgage

30,631

417

1,765

327

33,140

Investment property

48,408

183

331

102

49,024

Total residential real estate

79,039

600

2,096

429

82,164

Consumer installment

7,749

7,762

Total

437,826

16,916

2,811

628

458,181

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

Multi-family

36,673

3,530

40,203

Other

116,498

1,243

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

7,099

Total

440,852

18,190

2,912

534

462,488

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Impaired loans

The following tables present details related to the Company’s

impaired loans. Loans that have been fully charged-off

are

not included in the following tables. The related

allowance generally represents the following components that correspond

to impaired loans:

●

Individually evaluated impaired loans equal to or greater than $500,000

secured by real estate (nonaccrual

construction and land development, commercial real estate, and

residential real estate loans).

●

Individually evaluated impaired loans equal to or greater than $250,000

not secured by real estate (nonaccrual

commercial and industrial and consumer installment loans).

The following tables set forth certain information regarding the

Company’s impaired loans

that were individually evaluated

for impairment at June 30, 2021 and December 31, 2020.

June 30, 2021

(Dollars 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

211

(12)

199

Total commercial real estate

211

(12)

199

Residential real estate:

Investment property

103

(6)

Total residential real estate

103

(6)

Total

impaired loans

314

(18)

296

(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 subsequent to the loans

being placed on nonaccrual status.

(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, 2020

(Dollars 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 subsequent to the loans

being placed on nonaccrual status.

(3) Recorded investment represents the unpaid principal balance less

charge-offs and payments applied; it is shown before

any related allowance for loan losses.

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The following table provides the average recorded investment in impaired

loans, if any, by portfolio

segment, and the

amount of interest income recognized on impaired loans after

impairment by portfolio segment and class during the

respective periods.

Quarter ended June 30, 2021

Six months ended June 30, 2021

Average

Total interest

Average

Total interest

recorded

income

recorded

income

(Dollars in thousands)

investment

recognized

investment

recognized

Impaired loans:

Commercial real estate:

Other

202

205

Total commercial real estate

202

205

Residential real estate:

Investment property

100

102

Total residential real estate

100

102

Total

302

307

Quarter ended June 30, 2020

Six months ended June 30, 2020

Average

Total interest

Average

Total interest

recorded

income

recorded

income

(Dollars in thousands)

investment

recognized

investment

recognized

Impaired loans:

Commercial real estate:

Other

Total commercial real estate

Residential real estate:

Investment property

Total residential real estate

Total

Troubled Debt

Restructurings

Impaired loans also include troubled debt restructurings (“TDRs”).

On March 27, 2020, the Coronavirus Aid, Relief, and

Economic Security Act (“CARES Act”) was signed into law.

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’s

TDR classifications for a limited period of time to account for

the effects of COVID-19. On April 7, 2020, the Federal

Reserve and the other banking regulators issued a statement, “Interagency

Statement on Loan Modifications and Reporting

for Financial Institutions Working

With Customers Affected

by the Coronavirus (Revised)” (the “Interagency Statement on

COVID-19 Loan Modifications”), to encourage banks to work prudently

with borrowers and to describe 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.

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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 individually

evaluated for possible impairment.

The following is a summary of accruing and nonaccrual TDRs, which

are included in the impaired loan totals, and the

related allowance for loan losses, by portfolio segment and class as of

June 30, 2021 and December 31, 2020, respectively.

TDRs

(Dollars in thousands)

Accruing

Nonaccrual

Total

Allowance

June 30, 2021

Commercial real estate:

Other

199

Total commercial real estate

199

Residential real estate:

Investment property

Total residential real estate

Total

296

TDRs

(In thousands)

Accruing

Nonaccrual

Total

Allowance

December 31, 2020

Commercial real estate:

Other

212

Total commercial real estate

212

Investment property

107

Total residential real estate

107

Total

319

At June 30, 2021 there were no significant outstanding commitments to

advance additional funds to customers whose loans

had been restructured.

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Quarter ended June 30,

Six months ended June 30,

Pre-

Post -

Pre-

Post -

modification

Number

outstanding

Number

outstanding

recorded

(Dollars in thousands)

contracts

investment

contracts

investment

2020:

Commercial

real estate:

Other

—

216

Total commercial real estate

—

216

Residential real estate:

Investment property

—

111

Total residential real estate

—

111

Total

—

327

There were no loans modified in a TDR during the quarter and

six months ended June 30, 2021.

During the quarter and six months ended ended June 30, 2021

and 2020, respectively, there

were 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 5: MORTGAGE SERVICING

RIGHTS, NET

Mortgage servicing rights (“MSRs”) are recognized based on

the fair value of the servicing rights on the date the

corresponding mortgage loans are sold.

An estimate of the fair value 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 rates, default rates, costs 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 Company has recorded MSRs related to loans sold without

recourse to Fannie Mae.

The Company generally sells

conforming, fixed-rate, closed-end, residential mortgages to Fannie

Mae.

MSRs are included in other assets on the

accompanying consolidated balance sheets.

The Company evaluates MSRs for impairment on a quarterly basis.

Impairment is determined by stratifying MSRs into

groupings based on predominant risk characteristics, such as interest

rate and loan type.

If, by individual stratum, the

carrying amount of the MSRs exceeds fair value, a valuation

allowance is established. The valuation allowance is adjusted

as the fair value changes.

Changes in the valuation allowance are recognized

in earnings as a component of mortgage

lending income.

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The following table details the changes in amortized MSRs and

the related valuation allowance for the respective periods.

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands)

2021

2020

2021

2020

MSRs, net:

Beginning balance

1,322

1,249

1,330

1,299

Additions, net

172

188

315

237

Amortization expense

(134)

(166)

(285)

(265)

Ending balance

1,360

1,271

1,360

1,271

Valuation

allowance included in MSRs, net:

Beginning of period

End of period

Fair value of amortized MSRs:

Beginning of period

1,774

1,917

1,489

2,111

End of period

1,833

1,690

1,833

1,690

NOTE 6: 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 each 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 six months ended June 30, 2021, there were no

transfers between levels and no changes in valuation techniques for

the Company’s financial

assets and liabilities.

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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, benchmark

yields, reported trades for similar securities, market

consensus prepayment speeds, 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

the third party pricing service with its own price and will review the

significant assumptions and valuation methodologies

used with management.

The following table presents the balances of the assets and liabilities

measured at fair value on a recurring basis as of June

30, 2021 and December 31, 2020, 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

(Dollars in thousands)

Amount

(Level 1)

(Level 2)

(Level 3)

June 30, 2021:

Securities available-for-sale:

Agency obligations

111,487

Agency RMBS

198,849

State and political subdivisions

74,529

Total securities available

-for-sale

384,865

Total

assets at fair value

384,865

December 31, 2020:

Securities available-for-sale:

Agency obligations

97,448

Agency RMBS

163,470

State and political subdivisions

74,259

Total securities available

-for-sale

335,177

Total

assets at fair value

335,177

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.

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The fair value of impaired loans was 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.

Mortgage servicing rights, net

MSRs, 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

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 rates, default rates, cost to service, escrow

account earnings, contractual servicing fee income, ancillary income,

and late fees.

Periodically, the Compa

ny 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

June 30, 2021 and December 31, 2020, respectively,

by caption, on the accompanying consolidated balance

sheets and by

FASB ASC 820 valuation

hierarchy (as described above):

Quoted Prices in

Active Markets

Other

Significant

for

Observable

Unobservable

Carrying

Identical Assets

Inputs

(Dollars in thousands)

Amount

(Level 1)

(Level 2)

(Level 3)

June 30, 2021:

Loans held for sale

1,367

Loans, net

(1)

296

Other assets

(2)

1,360

Total assets at fair value

3,023

1,367

1,656

December 31, 2020:

Loans held for sale

3,418

Loans, net

(1)

319

Other assets

(2)

1,330

Total assets at fair value

5,067

3,418

1,649

(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.

These are carried at lower of cost or estimated fair value.

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Quantitative Disclosures for Level 3 Fair

Value Measurements

At June 30, 2021 and December 31, 2020,

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

at June 30, 2021 and December 31, 2021,

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

June 30, 2021:

Impaired loans

296

Appraisal

Appraisal discounts

10.0

Mortgage servicing rights, net

1,360

Discounted cash flow

Prepayment Speed or CPR

7.7

15.7

15.1

Discount rate

9.5

11.5

9.5

December 31, 2020:

Impaired loans

319

Appraisal

Appraisal discounts

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

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

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.

The carrying value, related estimated fair value, and placement in the

fair value hierarchy of the Company’s

financial

instruments at June 30, 2021 and December 31, 2020

are presented below.

This table excludes financial instruments for

which the carrying amount approximates fair value.

Financial assets for which fair value approximates carrying

value

included cash and cash equivalents.

Financial liabilities for which fair value approximates carrying value

included

noninterest-bearing demand deposits,

interest-bearing demand deposits, and savings deposits.

Fair value approximates

carrying value in these financial liabilities due to these products having

no stated maturity.

Additionally, financial

liabilities for which fair value approximates carrying value included

overnight borrowings such as federal funds purchased

and securities sold under agreements to repurchase.

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Fair Value Hierarchy

Carrying

Estimated

Level 1

Level 2

Level 3

(Dollars in thousands)

amount

fair value

inputs

Inputs

June 30, 2021:

Financial Assets:

Loans, net (1)

451,877

448,540

Loans held for sale

1,367

1,415

Financial Liabilities:

Time Deposits

159,011

160,247

December 31, 2020:

Financial Assets:

Loans, net (1)

456,082

451,816

Loans held for sale

3,418

3,509

Financial Liabilities:

Time Deposits

160,401

162,025

(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.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS

OPERATIONS

General

The following discussion and analysis is designed to provide

a better understanding of various factors related to the results

of operations and financial condition of the Company and the

Bank.

This discussion is intended to supplement and

highlight information contained in the accompanying unaudited

condensed consolidated financial statements and related

notes for the quarters and six months ended June 30, 2021

and 2020, as well as the information contained in our Annual

Report on Form 10-K for the year ended December 31,

2020 and our Quarterly Reports on Form 10-Q.

Special Notice Regarding Forward-Looking Statements

Various

of the statements made herein under the captions “Management’s

Discussion and Analysis of Financial Condition

and Results of Operations”, “Quantitative and Qualitative Disclosures

about Market Risk”, “Risk Factors” and elsewhere,

are “forward-looking statements” within the meaning and protections

of Section 27A of the Securities Act of 1933 and

Section 21E of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

Forward-looking statements include statements with respect to

our beliefs, plans, objectives, goals, expectations,

anticipations, assumptions, estimates, intentions and future performance,

and involve known and unknown risks,

uncertainties and other factors, which may be beyond our

control, and which may cause the actual results, performance,

achievements or financial condition of the Company to be materially

different from future results, performance,

achievements or financial condition expressed or implied by

such forward-looking statements.

You

should not expect us to

update any forward-looking statements.

All statements other than statements of historical fact are statements

that could be forward-looking statements.

You

can

identify these forward-looking statements through our use of

words such as “may,” “will,” “anticipate,”

“assume,”

“should,” “indicate,” “would,” “believe,” “contemplate,” “expec

t,” “estimate,” “continue,” “plan,” “point to,” “project,”

“could,” “intend,” “target” and other similar words and

expressions of the future.

These forward-looking statements may

not be realized due to a variety of factors, including, without

limitation:

●

the effects of future economic, business and market conditions

and changes, foreign, domestic and locally,

including seasonality, natural

disasters or climate change, such as rising sea and water levels,

hurricanes and

tornados, coronavirus or other epidemics or pandemics;

●

the effects of war or other conflicts, acts of terrorism, or

other events that may affect general economic conditions;

●

governmental monetary and fiscal policies;

●

legislative and regulatory changes, including changes in banking,

securities and tax laws, regulations and rules and

their application by our regulators, including capital and liquidity

requirements, and changes in the scope and cost

of FDIC insurance;

●

the failure of assumptions and estimates, as well as differences

in, and changes to, economic, market and credit

conditions, including changes in borrowers’ credit risks and

payment behaviors from those used in our loan

portfolio reviews;

●

the risks of changes in interest rates on the levels, composition

and costs of deposits, loan demand, and the values

and liquidity of loan collateral, securities, and interest-sensitive assets

and liabilities, and the risks and uncertainty

of the amounts realizable;

●

changes in borrower credit risks and payment behaviors;

●

changes in the availability and cost of credit and capital in the

financial markets, and the types of instruments that

may be included as capital for regulatory purposes;

●

changes in the prices, values and sales volumes of residential and

commercial real estate;

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●

the effects of competition from a wide variety of local,

regional, national and other providers of financial,

investment and insurance services, including the disruption effects

of financial technology and other competitors

who are not subject to the same regulations as the Company and

the Bank;

●

the failure of assumptions and estimates underlying the establishment

of allowances for possible loan losses and

other asset impairments, losses valuations of assets and liabilities and

other estimates;

●

the costs of redeveloping our headquarters and the timing and

amount of rental income upon completion of the

project;

●

the risks of mergers, acquisitions and divestitures, including,

without limitation, the related time and costs of

implementing such transactions, integrating operations as part

of these transactions and possible failures to achieve

expected gains, revenue growth and/or expense savings from

such transactions;

●

changes in technology or products that may be more difficult,

costly, or less effective

than anticipated;

●

cyber-attacks and data breaches that may compromise our

systems, our vendor systems

or customers’

information;

●

the risks that our deferred tax assets (“DTAs”),

if any, could be reduced

if estimates of future taxable income from

our operations and tax planning strategies are less than currently estimated,

and sales of our capital stock could

trigger a reduction in the amount of net operating loss carry-forwards that

we may be able to utilize for income tax

purposes; and

●

other factors and information in this report and other filings that we

make with the SEC under the Exchange Act,

including our Annual Report on Form 10-K for the year ended

December 31, 2020 and subsequent quarterly and

current reports. See Part II, Item 1A. “RISK FACTORS”.

All written or oral forward-looking statements that are made by us or

are attributable to us are expressly qualified in their

entirety by this cautionary notice.

We have no obligation and

do not undertake to update, revise or correct any of the

forward-looking statements after the date of this report, or after

the respective dates on which such statements otherwise are

made.

ITEM 1.

BUSINESS

Auburn National Bancorporation, Inc. (the “Company”) is a bank holding

company registered with the Board of Governors

of the Federal Reserve System (the “Federal Reserve”) under

the Bank Holding Company Act of 1956, as amended (the

“BHC Act”). The Company was incorporated in Delaware in

1990, and in 1994 it succeeded its Alabama predecessor as the

bank holding company controlling AuburnBank, an Alabama

state member bank with its principal office in Auburn,

Alabama (the “Bank”). The Company and its predecessor have controlled

the Bank since 1984.

As a bank holding

company, the Company may diversify

into a broader range of financial services and other business activities

than currently

are permitted to the Bank under applicable laws and regulations.

The holding company structure also provides greater

financial and operating flexibility than is presently permitted

to the Bank.

The Bank has operated continuously since 1907 and currently conducts

its business primarily in East Alabama, including

Lee County and surrounding areas.

The Bank has been a member of the Federal Reserve System since April

1995.

The

Bank’s primary regulators are

the Federal Reserve and the Alabama Superintendent of Banks (the

“Alabama

Superintendent”).

The Bank has been a member of the Federal Home Loan Bank of

Atlanta (the “FHLB”) since 1991.

Certain of the statements made in this discussion and analysis and

elsewhere, including information incorporated

herein by

reference to other documents, are “forward-looking statements”

within the meaning of, and subject to, the protections of

Section 27A of the Securities

Act of 1933, as amended, (the “Securities Act”) and Section 21E

of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

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Summary of Results of Operations

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands, except per share amounts)

2021

2020

2021

2020

Net interest income (a)

6,093

6,197

12,150

12,529

Less: tax-equivalent adjustment

118

127

238

247

Net interest income (GAAP)

5,975

6,070

11,912

12,282

Noninterest income

1,110

1,363

2,292

2,598

Total revenue

7,085

7,433

14,204

14,880

Provision for loan losses

(600)

450

(600)

850

Noninterest expense

4,895

4,959

9,585

9,815

Income tax expense

504

363

927

753

Net earnings

2,286

1,661

4,292

3,462

Basic and diluted earnings per share

0.65

0.47

1.21

0.97

(a) Tax-equivalent.

See "Table 1 - Explanation of Non-GAAP Financial Measures."

Financial Summary

The Company’s net earnings were $4.3

million for the first six months of 2021, compared to $3.5

million for the first six

months of 2020.

Basic and diluted earnings per share were $1.21 per

share for the first six months of 2021, compared to

$0.97 per share for the first six months of 2020.

Total revenue declined

approximately 5% due to reduced net interest margin,

reduced mortgage lending income and

approximately 1% lower outstanding loans compared to

June 30, 2020.

Net interest income (tax-equivalent) was $12.2 million for the

first six months of 2021, a 3% decrease compared to $12.5

million for the first six months of 2020.

This decrease was primarily due to net interest margin

compression resulting from

the Federal Reserve’s interest rate

reductions and bond purchases in response to COVID-19.

Our securities holdings,

which generally yield less than loans, increased as a percentage

of our total assets reflecting deployment of increased

deposits. Net interest margin (tax-equivalent) decreased

to 2.63% in the first six months of 2021, compared to

3.09% for

the first six months of 2020,

primarily due to the lower interest rate environment and changes in

our asset mix resulting

from the significant increase in deposits from government stimulus

and relief programs and customers’ increased savings.

Net interest income (tax-equivalent) included $0.5 million in PPP

loan fees, net of related costs for the six months of 2021,

compared to $0.2 million for the six months of 2020.

At June 30, 2021, the Company’s allowance

for loan losses was $5.1 million, or 1.12%

of total loans, compared to $5.6

million, or 1.22%

of total loans, at December 31, 2020, and $5.3 million, or 1.1

4% of total loans, at June 30, 2020.

Excluding PPP loans, which are guaranteed by the SBA, the Company’s

allowance for loan losses was 1.17%

of total loans

at June 30, 2021.

The Company had a negative provision for loan losses of $0.6

million during the first six months of

2021,

compared to a provision for loan losses of $0.9

million during the first six months of 2020.

The negative provision

for loan losses was primarily related to improvements in economic conditions

in our primary market area,

and related

improvements in our asset quality.

The provision for loan losses is based upon various estimates and

judgements, including

the absolute level of loans, loan growth, credit quality and the

amount of net charge-offs.

Noninterest income was $2.3 million for the first six months

of 2021 compared to $2.6 million for the first six months of

2020.

The decrease was primarily due to a $0.3 million non-taxable

death benefit from bank-owned life insurance received

in 2020.

Noninterest expense was $9.6 million for the first six months

of 2021 compared to $9.8 million for the first six months of

2020.

The decrease was primarily due to a reduction of $0.7 million in various

expenses related to the redevelopment of

the Company’s headquarters in downtown

Auburn.

This decrease was mostly offset by increases in salaries

and benefits

expense of $0.3 million and other noninterest expense of $0.2

million during the first six months of 2021.

Income tax expense was $0.9 million for the first six months

of 2021 compared to $0.8 million during the first six months

of 2020,

reflecting an increase in earnings before tax and effective

tax rate of 17.76% and 17.86%, respectively.

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The Company paid cash dividends of $0.52 per share in the first six months

of 2021, an increase of 2% from the same

period of 2020.

Our $0.8 million of share repurchases since June 30, 2020

resulted in 20,511 fewer outstanding common

shares at June 30, 2021.

At June 30, 2021, the Bank’s regulatory capital

ratios were well above the minimum amounts

required to be “well capitalized” under current regulatory standa

rds with a total risk-based capital ratio of 17.94%, a tier

leverage ratio of 9.81%

and a common equity

tier 1 (“CET1”) ratio of 17.03%

at June 30, 2021.

For the second quarter of 2021, net earnings were $2.3

million, or $0.65 per share, compared to $1.7 million, or $0.47

per

share, for the second quarter of 2020.

Net interest income (tax-equivalent) was $6.1 million for the second quarter

of 2021,

a 2% decrease compared to $6.2 million for the second quarter

of 2020.

This decrease was primarily due to net interest

margin compression resulting from the Federal Reserve’s

interest rate reductions and bond purchases in response

COVID-19.

Our securities holdings, which generally yield less than loans, increased

as a percentage of our total assets

reflecting deployment of increased deposits.

The Company’s net interest margin

(tax-equivalent) decreased to 2.60% in the

second quarter of 2021, compared to 2.95% for the second

quarter of 2020 primarily due to the lower rate environment and

changes in our asset mix resulting from the significant increase in deposits

from government stimulus and relief programs

and customers’ increased savings. Net interest income (tax-equivalent)

included $0.2 million in PPP loan fees, net of

related costs for both the second quarter of 2021 and

2020.

The Company recorded a negative provision for loan losses of

$0.6 million during the second quarter of 2021 compared

to $0.5 million in provision for loan losses during the second

quarter 2020.

The negative provision for loan losses was primarily related to

improvements in economic conditions in our

primary market areas, and related improvements in our asset quality.

Noninterest income was $1.1 million in the second

quarter of 2021, compared to $1.4 million in the second quarter

of 2020.

The decrease in noninterest income was primarily

due to a decrease in mortgage lending income of $0.3 million

as refinance activity slowed in our primary market area.

Noninterest expense was $4.9 million in the second quarter of

2021 compared to $5.0 million during the second quarter of

2020.

Income tax expense was $0.5

million for the second quarter of 2021 compared to $0.4 million during second

quarter

of 2020 reflecting an increase in earnings before taxes.

The Company's effective tax rate for the second

quarter of 2021

was 18.06%, compared to 17.93% in the second quarter of 2020.

COVID-19 Impact Assessment

In December 2019, COVID-19 was first reported in China and

has since spread to a number of other countries, including

the United States. In March 2020, the World

Health Organization declared COVID-19 a global

pandemic and the United

States declared a National Public Health Emergency.

The COVID-19 pandemic has severely restricted the level

economic activity in our markets. In response to the COVID-19

pandemic, the State of Alabama, and most other states,

have taken preventative or protective actions to prevent the spread

of the virus, including imposing restrictions on travel

and business operations and a statewide mask mandate,

advising or requiring individuals to limit or forego their time

outside of their homes, limitations on gathering of people and

social distancing, and causing temporary closures of

businesses that have been deemed to be non-essential.

Though certain of these measures have been relaxed or

eliminated,

increases in reported cases could cause these measures to be

reestablished.

Auburn University, a major

source of economic

activity in Lee County, went to

remote instruction on March 16, 2020.

Auburn University announced its guidelines for the

remainder of the 2021 school year, which involves

resumption of full on-site operations as well as other measures.

COVID-19 has significantly affected local state, national

and global health and economic activity and its future effects

are

uncertain and will depend on various factors, including, among others,

the duration and scope of the pandemic, the

development and distribution of COVID-19 testing and contact

tracing, effective drug treatments and vaccines, together

with governmental, regulatory and private sector responses.

COVID-19 has had continuing significant effects on the

economy, financial markets and

our employees, customers and vendors. Our business, financial condition

and results of

operations generally rely upon the ability of our borrowers to

make deposits and repay their loans, the value of collateral

underlying our secured loans, market value, stability and liquidity and

demand for loans and other products and services we

offer, all of which are affected

by the pandemic.

See “Balance Sheet Analysis – Loans” for supplemental COVID

-19

disclosures.

We have implemented

a number of procedures in response to the pandemic to support

the safety and well-being of our

employees, customers and shareholders.

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• We

believe our business continuity plan has worked to provide

essential banking services to our communities and

customers, while protecting our employees’ health.

As part of our efforts to exercise social distancing in accordance

with

the guidelines of the Centers for Disease Control and the Governor

of the State of Alabama, starting March 23, 2020, we

limited branch lobby service to appointment only while continuing to

operate our branch drive-thru facilities and ATMs.

As permitted by state public health guidelines, on June 1, 2020,

we re-opened some of our branch lobbies.

During 2021,

we opened our remaining branch lobbies. We

continue to provide services through our online and other electronic channels.

In addition, we established remote work access to help employees

stay at home where job duties permit.

• We

are focused on servicing the financial needs of our commercial and consumer

clients with extensions and

deferrals to loan customers effected by COVID-19,

provided such customers were not more than 30 days past

due at the

time of the request; and

• We

were 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.

These loans carry a fixed rate of

1.00% and a term of two years (loans made before June 5, 2020)

or five years (loans made on or after June 5, 2020), if not

forgiven, in whole or in part.

Payments are deferred until either the date on which the Small

Business Administration

(“SBA”) remits the amount of forgiveness proceeds

to the lender or the date that is 10 months after the last day of the

covered period if the borrower does not apply for forgiveness

within that 10-month period.

We believe these loans

and our

participation in the program is good for our customers and the

communities we serve.

A summary of PPP loans extended during 2020 follows:

(Dollars in thousands)

# of SBA

Approved

Mix

$ of SBA

Approved

Mix

SBA Tier:

$2 million to $10 million

—

$350,000 to less than $2 million

14,691

Up to $350,000

400

21,784

Total

423

100

36,475

100

We collected

approximately $1.5 million in fees related to our PPP loans during 2020.

Through June 30, 2021, we have

recognized all but $16 thousand of these fees, net of related costs.

On December 27, 2020, the Economic Aid to Hard-Hit Small

Businesses, Nonprofits, and Venues

Act (the “Economic Aid

Act”) was signed into law.

The Economic Aid Act provides a second $900

billion stimulus package, including $325 billion

in additional PPP loans.

The Economic Aid Act also permits the collection of a higher amount of PPP

loan fees by

participating banks.

A summary of PPP loans extended during the six months ended

June 30, 2021 under the Economic Aid Act follows:

(Dollars in thousands)

# of SBA

Approved

Mix

$ of SBA

Approved

Mix

SBA Tier:

$2 million to $10 million

—

$350,000 to less than $2 million

6,494

Up to $350,000

242

13,757

Total

254

100

20,251

100

As of June 30, 2021, we collected approximately $1.0

million in fees related to PPP loans under the Economic Aid Act.

Through June 30, 2021, we have recognized $0.2 million of these fees, net

of related costs.

We continue to closely

monitor this pandemic, and are working to continue our services

during the pandemic and to address

developments as those occur.

Our results of operations for the six months ended June 30,

2021,

and our financial condition

at that date reflect only the initial effects of the pandemic,

and may not be indicative of future results or financial

conditions, including possible additional monetary or fiscal stimulus,

and the possible effects of the expiration or extension

of temporary accounting and bank regulatory relief measures

in response to the COVID-19 pandemic.

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As of June 30, 2021,

all of our capital ratios were in excess of all regulatory requirements to

be well capitalized.

The

effects of the COVID-19 pandemic on our borrowers

could result in adverse changes to credit quality and our regulatory

capital ratios.

We continue to closely

monitor this pandemic, and are working to continue our services during

the pandemic

and to address developments as those occur.

CRITICAL ACCOUNTING POLICIES

The accounting and financial reporting policies of the Company conform

with U.S. GAAP and with general practices

within the banking industry.

In connection with the application of those principles, we have

made judgments and estimates

which, in the case of the determination of our allowance for loan

losses, our assessment of other-than-temporary

impairment, recurring and non-recurring fair value measurements and

the valuation of OREO and deferred tax assets, were

critical to the determination of our financial position and results of

operations. Other policies also require subjective

judgment and assumptions and may accordingly impact our financial

position and results of operations.

Allowance for Loan Losses

The Company assesses the adequacy of its allowance for loan

losses prior to the end of each calendar quarter.

Determining

the amount of the allowance for loan losses is considered

a critical accounting estimate because the level of the allowance

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 dependen

t, the 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 and independent

loan review processes. 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. The Company analyzes each segment and estimates

an allowance allocation for each loan segment.

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The allocation of the allowance for loan losses begins with a

process of estimating the probable losses inherent for each

loan segment. 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 June 30, 2021 and December 31, 2020, and for the periods

then ended, the Company adjusted its historical loss

rates for the commercial real estate portfolio segment based,

in part, on loss rates of peer bank groups.

The estimated loan loss allocation for all five loan portfolio segments

is then adjusted for management’s

estimate of

probable losses for several “qualitative and environmental” factors.

The allocation for qualitative and environmental fact

ors

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

quarter ended June 30, 2021, the Company increased its look-back

period to 49 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

novel strain of coronavirus (“COVID-19 pandemic”) and resulting adverse

economic conditions, including higher

unemployment in our primary market area.

During the second quarter of 2021,

the Company adjusted certain qualitative

and economic factors to reflect improvements in economic conditions

in our primary market area.

Further adjustments may

be made in the future as a result of the continuing COVID-19

pandemic.

Assessment for Other-Than-Temporary

Impairment of Securities

On a quarterly basis, management makes an assessment to determine

whether there have been events or economic

circumstances to indicate that a security on which there is an

unrealized loss is other-than-temporarily impaired.

For debt securities with an unrealized loss, an other-than

-temporary impairment write-down is triggered when (1)

the

Company has the intent to sell a debt security,

(2) it is more likely than not that the Company will be required

to sell the

debt security before recovery of its amortized cost basis, or

(3) the Company does not expect to recover the entire amortized

cost basis of the debt security.

If the Company has the intent to sell a debt security or if it is more

likely than not that it will

be required to sell the debt security before recovery,

the other-than-temporary write-down is equal to the entire

difference

between the debt security’s amortized

cost and its fair value.

If the Company does not intend to sell the security or it is not

more likely than not that it will be required to sell the security

before recovery, the other

-than-temporary impairment write-

down is separated into the amount that is credit related (credit loss component)

and the amount due to all other factors.

The

credit loss component is recognized in earnings and is the difference

between the security’s

amortized cost basis and the

present value of its expected future cash flows.

The remaining difference between the security’s

fair value and the present

value of future expected cash flows is due to factors that are not credit

related and is recognized in other comprehensive

income, net of applicable taxes.

The Company is required to own certain stock as a condition of

membership, such as Federal Home Loan Bank (“FHLB”)

and Federal Reserve Bank (“FRB”).

These non-marketable 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.

The Company records these non-marketable equity securities

as a component of other

assets, which are periodically evaluated for impairment. Management

considers these non-marketable 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.

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Fair Value

Determination

U.S. GAAP requires management to value and disclose certain of the

Company’s assets and liabilities

at fair value,

including investments classified as available-for-sale

and derivatives. ASC 820,

Fair Value

Measurements and Disclosures

which defines fair value, establishes a framework for measuring fair

value in accordance with U.S. GAAP and expands

disclosures about fair value measurements.

For more information regarding fair value measurements and disclosures,

please refer to Note 6, Fair Value,

of the consolidated financial statements that accompany this report.

Fair values are based on active market prices of identical assets or

liabilities when available.

Comparable assets or

liabilities or a composite of comparable assets in active markets are

used when identical assets or liabilities do not have

readily available active market pricing.

However, some of the Company’s

assets or liabilities lack an available or

comparable trading market characterized by frequent transactions between

willing buyers and sellers. In these cases, fair

value is estimated using pricing models that use discounted cash

flows and other pricing techniques. Pricing models and

their underlying assumptions are based upon management’s

best estimates for appropriate discount rates, default rates,

prepayments, market volatility,

and other factors, taking into account current observable market data

and experience.

These assumptions may have a significant effect on the reported

fair values of assets and liabilities and the related income

and expense. As such, the use of different models and

assumptions, as well as changes in market conditions, could

result in

materially different net earnings and retained earnings

results.

Other Real Estate Owned

OREO consists of properties obtained through foreclosure or in satisfaction

of loans and is reported at the lower of cost or

fair value of collateral, less estimated costs to sell at the date acquired,

with any loss recognized as a charge-off through the

allowance for loan losses. Additional OREO losses for subsequent

valuation adjustments are determined on a specific

property basis and are included as a component of other noninterest

expense along with holding costs. Any gains or losses

on disposal of OREO are also reflected in noninterest expense.

Significant judgments and complex estimates are required in

estimating the fair value of OREO, and the period of time within which

such estimates can be considered current is

significantly shortened during periods of market volatility.

As a result, the net proceeds realized from sales transactions

could differ significantly from appraisals, comparable

sales, and other estimates used to determine the fair value of other

OREO.

At June 30, 2021 and December 31, 2020 the Company had no OREO properties.

Deferred Tax

Asset Valuation

A valuation allowance is recognized for a deferred tax asset if, based

on the weight of available evidence, it is more-likely-

than-not that some portion or the entire deferred tax asset will not be

realized. The ultimate realization of deferred tax assets

is dependent upon the generation of future taxable income during

the periods in which those temporary differences

become

deductible. Management considers the scheduled reversal of deferred

tax liabilities, projected future taxable income, and

tax planning strategies in making this assessment. Based upon the level

of taxable income over the last three years and

projections for future taxable income over the periods in which

the deferred tax assets are deductible, management believes

it is more likely than not that we will realize the benefits of these

deductible differences at June 30, 2021.

The amount of

the deferred tax assets considered realizable, however,

could be reduced if estimates of future taxable income are reduced.

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RESULTS

OF OPERATIONS

Average Balance

Sheet and Interest Rates

Six months ended June 30,

2021

2020

Average

Yield/

Average

Yield/

(Dollars in thousands)

Balance

Rate

Balance

Rate

Loans and loans held for sale

464,332

4.47%

461,245

4.75%

Securities - taxable

299,011

1.32%

211,503

2.06%

Securities - tax-exempt

62,844

3.64%

62,822

3.76%

Total securities

361,855

1.72%

274,325

2.45%

Federal funds sold

34,700

0.13%

30,716

0.71%

Interest bearing bank deposits

71,252

0.09%

50,365

0.79%

Total interest-earning assets

932,139

2.91%

816,651

3.58%

Deposits:

NOW

173,102

0.13%

151,785

0.43%

Savings and money market

284,174

0.23%

226,240

0.46%

Time Deposits

159,406

1.07%

166,685

1.42%

Total interest-bearing deposits

616,682

0.42%

544,710

0.75%

Short-term borrowings

3,266

0.50%

1,394

0.50%

Total interest-bearing liabilities

619,948

0.42%

546,104

0.75%

Net interest income and margin (tax-equivalent)

12,150

2.63%

12,529

3.09%

Net Interest Income and Margin

Net interest income (tax-equivalent) was $12.2 million for the

first six months of 2021 compared to $12.5 million for the

first six months of 2020.

This decrease was due to a decline in the Company’s

net interest margin (tax-equivalent).

The tax-equivalent yield on total interest-earning assets decreased

by 67 basis points to 2.91% in the first six months of

2021 compared to 3.58% in the first six months of 2020.

This decrease was primarily due to the lower interest rate

environment and changes in our asset mix resulting from the

significant increase in deposits from government stimulus and

relief programs and customers’ increased savings.

The cost of total interest-bearing liabilities decreased by 33 basis

points to 0.42% in the first six months of 2021 compared

to 0.75% in the first six months of 2020.

The net decrease in our funding costs was primarily due to lower prevail

ing

market interest rates.

Our funding costs declined less than the rates earned on our interest

earning assets.

The Company continues to deploy various asset liability management

strategies to manage its risk to interest rate

fluctuations. The Company’s net

interest margin could continue to experience pressure due

to reduced earning asset yields

and increased competition for quality loan opportunities.

Provision for Loan Losses

The provision for loan losses represents a charge to earnings

necessary to provide an allowance for loan losses that

management believes, based on its processes and estimates,

should be adequate to provide for the probable losses on

outstanding loans.

The Company recorded a negative provision for loan losses of $0.6

million for the first six months of

2021, compared to $0.9 million in provision for loan losses for

the first six months of 2020.

The negative provision for

loan losses was primarily related to improvements in economic conditions

in our primary market area.

The provision for

loan losses is based upon various factors, including the absolute level

of loans, loan growth, the credit quality,

and the

amount of net charge-offs or recoveries.

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Based upon its assessment of the loan portfolio, management

adjusts the allowance for loan losses to an amount it believes

should be appropriate to adequately cover its estimate of probable

losses in the loan portfolio. The Company’s

allowance

for loan losses as a percentage of total loans was 1.12%

at June 30, 2021, compared to 1.22% at December 31, 2020.

June 30, 2021,

the Company’s allowance for loan losses

was 1.17% of total loans, excluding PPP loans, which are

guaranteed by the SBA.

While the policies and procedures used to estimate the allowance

for loan losses, as well as the

resulting provision for loan losses charged to operations,

are considered adequate by management and are reviewed from

time to time by our regulators, they are based on estimates and

judgments and are therefore approximate and imprecise.

Factors beyond our control (such as conditions in the local and

national economy, local

real estate markets, or industries)

may have a material adverse effect on our asset quality and

the adequacy of our allowance for loan losses resulting in

significant increases in the provision for loan losses.

Noninterest Income

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands)

2021

2020

2021

2020

Service charges on deposit accounts

138

126

270

298

Mortgage lending income

424

683

973

913

Bank-owned life insurance

108

202

506

Securities gains, net

—

Other

449

365

847

794

Total noninterest income

1,110

1,363

2,292

2,598

The Company’s income from mortgage

lending was primarily attributable to the (1) origination and sale of new

mortgage

loans and (2) servicing of mortgage loans. Origination income, net, is

comprised of gains or losses from the sale of the

mortgage loans originated, origination fees, underwriting fees,

and other fees associated with the origination of loans,

which are netted against the commission expense associated with these

originations. The Company’s normal

practice is to

originate mortgage loans for sale in the secondary market and

to either sell or retain the associated MSRs when the loan is

sold.

MSRs are recognized based on the fair value of the servicing

right on the date the corresponding mortgage loan is sold.

Subsequent to the date of transfer, the Company

has elected to measure its MSRs under the amortization method.

Servicing

fee income is reported net of any related amortization expense.

The Company evaluates MSRs for impairment on a quarterly basis.

Impairment is determined by grouping MSRs by

common predominant characteristics, such as interest rate and loan

type.

If the aggregate carrying amount of a particular

group of MSRs exceeds the group’s aggregate

fair value, a valuation allowance for that group is established.

The valuation

allowance is adjusted as the fair value changes.

An increase in mortgage interest rates typically results in an increase in

the

fair value of the MSRs while a decrease in mortgage interest rates

typically results in a decrease in the fair value of MSRs.

The following table presents a breakdown of the Company’s

mortgage lending income.

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands)

2021

2020

2021

2020

Origination income

398

684

935

847

Servicing fees, net

(1)

Total mortgage lending income

424

683

973

913

The Company’s income from mortgage

lending typically fluctuates as mortgage interest rates change and

is primarily

attributable to the origination and sale of new mortgage loans.

Origination income decreased in the second quarter of 2021

compared to the second quarter of 2020 due to a decrease in refinance

activity in our primary market area.

Mortgage loan

origination volume also declined for the first six months of 2021

compared to the first six months of 2020, but origination

income increased due to improved pricing margins.

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Income from bank-owned life insurance decreased primarily due to

$0.3 million in non-taxable death benefits received in

2020.

The assets that support these policies are administered by the life

insurance carriers and the income we receive (i.e.,

increases or decreases in the cash surrender value of the policies

and death benefits received) on these policies is dependent

upon the returns the insurance carriers are able to earn on the

underlying investments that support these policies. Earnings

on these policies are generally not taxable.

Noninterest Expense

Quarter ended June 30,

Six months ended June 30,

(Dollars in thousands)

2021

2020

2021

2020

Salaries and benefits

2,897

2,597

5,748

5,428

Net occupancy and equipment

418

920

856

1,517

Professional fees

326

389

582

647

Other

1,254

1,053

2,399

2,223

Total noninterest expense

4,895

4,959

9,585

9,815

The increase in salaries and benefits was primarily due to a decrease

in deferred costs related to the PPP loan program,

routine annual wage and benefit increases, and management increasing

the minimum hourly wage for banking positions to

$15.

The decrease in net occupancy and equipment expense was primarily

due to a reduction of various expenses related to the

redevelopment of the Company’s headquarters

in downtown Auburn.

This amount includes revised depreciation estimates

and other temporary relocation costs.

Income Tax

Expense

Income tax expense was $0.9

million for the first six months of 2021 compared to $0.8

million for the first six months of

2020,

reflecting an increase in earnings before taxes and effective tax

rate of 17.76% and 17.86%, respectively.

BALANCE SHEET ANALYSI

Securities

Securities available-for-sale were $3

84.9 million at June 30, 2021 compared to $335.2 million at December

31, 2020.

This

increase reflects an increase in the amortized cost basis of securities

available-for-sale of $54.2 million, and a decrease

$4.5 million in the fair value of securities available-for

-sale.

The increase in the amortized cost basis of securities

available-for-sale was primarily attributable to management

allocating more funding to the investment portfolio following

the significant increase in customer deposits.

The decrease in the fair value of securities was primarily due

to an increase in

long-term interest rates.

The average annualized tax-equivalent yields earned on total

securities were 1.72%

in the first six

months of 2021 and 2.45%

in the first six months of 2020.

Loans

2021

2020

Second

First

Fourth

Third

Second

(In thousands)

Quarter

Commercial and industrial

87,933

88,687

82,585

98,244

87,754

Construction and land development

37,477

30,332

33,514

31,651

32,967

Commercial real estate

242,845

254,731

255,136

250,992

250,588

Residential real estate

82,164

82,848

84,154

85,054

85,825

Consumer installment

7,762

6,524

7,099

7,731

8,631

Total loans

458,181

463,122

462,488

473,672

465,765

Less:

unearned income

(1,197)

(1,243)

(788)

(1,219)

(1,491)

Loans, net of unearned income

456,984

461,879

461,700

472,453

464,274

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Total loans, net of unearned

income, were $457.0 million at June 30, 2021, a

decrease of $4.7 million from $461.7 million

at December 31, 2020.

Excluding PPP loans, total loans net of unearned income, were $4

35.7 million, a decrease of $6.5

million, or 1% from $442.3 million at December 31, 2020

Four loan categories represented the majority of the loan

portfolio at June 30, 2021: commercial real estate (53%), residential real

estate (18%), commercial and industrial (19%) and

construction and land development (8%).

Approximately 21%

of the Company’s commercial

real estate loans were

classified as owner-occupied at June 30, 2021.

Within the residential real estate portfolio

segment, the Company had junior lien mortgages of approximately $8.1

million,

or 2% of total loans, at June 30, 2021, compared to $8.7 million,

or 2% of total loans, at December 31, 2020.

For

residential real estate mortgage loans with a consumer purpose,

the Company had no loans that required interest-only

payments at June 30, 2021 and December 31, 2020. The

Company’s residential real estate

mortgage portfolio does not

include any option ARM loans, subprime loans, or any material

amount of other high-risk consumer mortgage products.

The average yield earned on loans and loans held for sale was 4.47

in the first six months of 2021 and 4.75% in the first

six months of 2020.

The specific economic and credit risks associated with our loan po

rtfolio include, but are not limited to, the effects of

current economic conditions, including the COVID-19 pandemic’s

effects, on our borrowers’ cash flows, real

estate market

sales volumes, valuations, availability and cost of financing properties,

real estate industry concentrations, competitive

pressures from a wide range of other lenders, deterioration in certain

credits, interest rate fluctuations, reduced collateral

values or non-existent collateral, title defects, inaccurate appraisals,

financial deterioration of borrowers, fraud, and any

violation of applicable laws and regulations.

The Company attempts to reduce these economic and credit

risks through its loan-to-value guidelines for collateralized

loans, investigating the creditworthiness of borrowers and monitoring borrowers’

financial position. Also, we have

established and periodically review,

lending policies and procedures. Banking regulations limit a

bank’s credit exposure

prohibiting unsecured loan relationships that exceed 10% of its

capital; or 20% of capital, if loans in excess of 10% of

capital are fully secured. Under these regulations, we are prohibited

from having secured loan relationships in excess of

approximately $20.7 million.

Furthermore, we have an internal limit for aggregate credit

exposure (loans outstanding plus

unfunded commitments) to a single borrower of $18.6

million. Our loan policy requires that the Loan Committee of the

Board of Directors approve any loan relationships that exceed

this internal limit.

At June 30, 2021, the Bank had no

relationships exceeding these limits.

We periodically

analyze our commercial and industrial and commercial real estate

loan portfolios to determine if a

concentration of credit risk exists in any one or more industries.

We use classification

systems broadly accepted by the

financial services industry in order to categorize our

commercial borrowers. Loan concentrations to borrowers in the

following classes exceeded 25% of the Bank’s

total risk-based capital at June 30, 2021 (and related

balances at December

31, 2020).

June 30,

December 31,

(Dollars in thousands)

2021

2020

Hotel/motel

46,963

42,900

Lessors of 1-4 family residential properties

49,024

49,127

Multi-family residential properties

39,316

40,203

Shopping centers

29,834

30,000

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COVID-19 Modifications

In light of disruptions in economic conditions caused by COVID

-19, the financial regulators have issued guidance

encouraging banks to work constructively with borrowers affected

by the virus in our community.

This guidance, including

the Interagency Statement on COVID-19 Loan Modifications and

the Interagency Examiner Guidance for Assessing Safety

and Soundness Considering the Effect of the COVID

-19 Pandemic on Institutions, provides that the agencies will not

criticize financial institutions that mitigate credit risk through

prudent actions consistent with safe and sound practices.

Specifically, examiners will

not criticize institutions for working with borrowers as part

of a risk mitigation strategy

intended to improve existing loans, even if the restructured

loans have or develop weaknesses that ultimately result in

adverse credit classification.

Upon demonstrating the need for payment relief, the bank will work

with qualified borrowers

that were otherwise current before the pandemic to determine

the most appropriate deferral option.

For residential

mortgage and consumer loans the borrower may elect to defer

payments for up to three months.

Interest continues to

accrue and the amount due at maturity increases.

Commercial real estate, commercial, and small business borrowers may

elect to defer payments for up to three months or pay scheduled

interest payments for a six-month period.

The bank

recognizes that a combination of the payment relief options may be

prudent dependent on a borrower’s business type.

of June 30, 2021 and December 31, 2020, we have granted loan

payment deferrals or payments of interest-only primarily

on commercial and industrial and commercial real estate loans totaling

$32.3 million, or 7% of total loans, compared to

$112.7 million, or 24% of total loans at

June 30, 2020, the end of the first quarterly period we began loan

modifications to

assist customers through the COVID-19 pandemic.

Based on discussions with our borrowers, we expect

these to further

decline over the second half of 2021.

The tables below provide information concerning the composition

of these COVID-19 modifications as of June 30, 2021

and December 31, 2020.

Modification Types

(Dollars in thousands)

# of Loans

Modified

Balance

% of Portfolio

Modified

Interest Only

Payment

P&I

Payments

Deferred

June 30, 2021:

Commercial and industrial

740

—

100

—

Commercial real estate

31,363

100

—

Residential real estate

242

—

100

Total

32,345

December 31, 2020:

Commercial and industrial

741

—

100

—

Commercial real estate

31,399

100

—

Residential real estate

133

—

100

Total

32,273

COVID-19 Modifications within Commercial Real

Estate Segment

(Dollars in thousands)

# of Loans

Modified

Balance of

Loans Modified

% of Total

Loan Class

June 30, 2021:

Hotel/motel

26,391

Multifamily

3,530

Restaurants

1,442

December 31, 2020:

Hotel/motel

26,427

Multifamily

3,530

Restaurants

1,442

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Section 4013 of the CARES Act provides that a qualified loan modification

is exempt by law from classification as a TDR

pursuant to GAAP.

In addition, the Interagency Statement on COVID-19 Loan Modifications

provides circumstances in

which a loan modification is not subject to classification as a TDR

if such loan is not eligible for modification under

Section 4013.

Allowance for Loan Losses

The Company maintains the allowance for loan losses at a level

that management believes appropriate to adequately cover

the Company’s estimate of probable

losses inherent in the loan portfolio. The allowance for loan losses was $5.

million at

June 30, 2021 compared to $5.6 million at December 31,

2020, which management believed to be adequate at each of the

respective dates. The judgments and estimates associated with the determination

of the allowance for loan losses are

described under “Critical Accounting Policies.”

A summary of the changes in the allowance for loan losses and certain

asset quality ratios for the second quarter of 2021

and the previous four quarters is presented below.

2021

2020

Second

First

Fourth

Third

Second

(Dollars in thousands)

Quarter

Balance at beginning of period

5,682

5,618

5,575

5,308

4,867

Charge-offs:

Commercial and industrial

—

(4)

—

(3)

Residential real estate

(1)

—

Consumer installment

—

(5)

(1)

(4)

(28)

Total charge

-offs

(1)

(5)

(4)

(31)

Recoveries

Net recoveries (charge-offs)

(9)

Provision for loan losses

(600)

—

250

450

Ending balance

5,107

5,682

5,618

5,575

5,308

as a % of loans

1.12

1.23

1.22

1.18

1.14

as a % of nonperforming loans

813

726

1,052

1,015

783

Net (recoveries) charge-offs as % of average loans

(a)

(0.02)

(0.06)

(0.04)

(0.01)

0.01

(a) Net (recoveries) charge-offs are annualized.

As described under “Critical Accounting Policies,” management assesses

the adequacy of the allowance prior to the end of

each calendar quarter. The

level of the allowance is based upon management’s

evaluation of the loan portfolios, past loan

loss experience, known and inherent risks in the portfolio,

adverse situations that may affect the borrower’s

ability to repay

(including the timing of future payment), the estimated value

of any underlying collateral, composition of the loan

portfolio, economic conditions, industry and peer bank loan loss

rates, and other pertinent factors. This evaluation is

inherently subjective as it requires various material estimates

and judgments, including the amounts and timing of future

cash flows expected to be received on impaired loans that may

be susceptible to significant change. The ratio of our

allowance for loan losses to total loans outstanding was 1.12

at June 30, 2021, compared to 1.22% at December 31,

2020.

At June 30, 2021, the Company’s allowance

for loan losses was 1.17% of total loans, excluding PPP

loans. In the future,

the allowance to total loans outstanding ratio will increase or

decrease to the extent the factors that influence our quarterly

allowance assessment, including the duration and magnitude of COVID

-19 effects, in their entirety either improve or

weaken.

In addition, our regulators, as an integral part of their examination

process, will periodically review the

Company’s allowance for loan

losses, and may require the Company to make additional provisions

to the allowance for

loan losses based on their judgment about information available

to them at the time of their examinations.

Nonperforming Assets

The Company had $0.6

million and $0.5

million in nonperforming assets at June 30, 2021 and December 31,

2020,

respectively.

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The table below provides information concerning total nonperforming

assets and certain asset quality ratios for the second

quarter of 2021 and the previous four quarters.

2021

2020

Second

First

Fourth

Third

Second

(Dollars in thousands)

Quarter

Nonperforming assets:

Nonaccrual loans

628

783

534

549

678

Total nonperforming assets

628

783

534

549

678

as a % of loans and other real estate owned

0.14

0.17

0.12

0.15

as a % of total assets

0.06

0.08

0.06

0.07

Nonperforming loans as a % of total loans

0.14

0.17

0.12

0.15

The table below provides information concerning the composition

of nonaccrual loans for the second quarter of 2021

and

the previous four quarters.

2021

2020

Second

First

Fourth

Third

Second

(In thousands)

Quarter

Nonaccrual loans:

Commercial real estate

199

206

212

216

218

Residential real estate

429

577

322

332

459

Consumer installment

—

Total nonaccrual loans

628

783

534

549

678

The Company discontinues the accrual of interest income when (1)

there is a significant deterioration in the financial

condition of the borrower and full repayment of principal and

interest is not expected or (2) the principal or interest is

90 days or more past due, unless the loan is both well-secured

and in the process of collection.

At June 30, 2021, the

Company had $0.6

million in loans on nonaccrual status compared to $0.5 million at December 31,

2020.

The Company had no loans 90 days or more past due and still

accruing at June 30, 2021 compared to $0.1 million at

December 31, 2020.

The Company had no OREO at June 30, 2021 or December 31,

2020.

Potential Problem Loans

Potential problem loans represent those loans with a well-defined

weakness and where information about possible credit

problems of a borrower has caused management to have serious doubts

about the borrower’s ability to comply with present

repayment terms.

This definition is believed to be substantially consistent with the

standards established by the Federal

Reserve, the Company’s pri

mary regulator, for loans classified as

substandard, excluding nonaccrual loans.

Potential

problem loans, which are not included in nonperforming assets,

amounted to $2.8 million, or 0.6% of total loans at June 30,

2021, and $2.9 million, or 0.6% of total loans at December 31,

2020.

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The table below provides information concerning the composition

of potential problem loans for the second quarter of 2021

and the previous four quarters.

2021

2020

Second

First

Fourth

Third

Second

(In thousands)

Quarter

Potential problem loans:

Commercial and industrial

291

299

218

230

211

Construction and land development

239

247

254

563

568

Commercial real estate

178

173

188

165

Residential real estate

2,096

2,092

2,229

2,486

2,645

Consumer installment

Total potential problem loans

2,811

2,820

2,912

3,509

3,644

At June 30, 2021 the Company had $0.1 million in potential problem

loans that were past due at least 30 days, but less than

90 days.

The following table is a summary of the Company’s

performing loans that were past due at least 30 days,

but less than

90 days,

for the second quarter of 2021 and the previous four quarters

2021

2020

Second

First

Fourth

Third

Second

(In thousands)

Quarter

Performing loans past due 30 to 89 days:

Commercial and industrial

230

Construction and land development

204

—

Commercial real estate

205

180

—

168

Residential real estate

399

1,509

106

620

Consumer installment

Total

485

667

1,858

160

879

Deposits

Total deposits increased

$83.7 million, or 10% to $923.5 million at June 30, 2021,

compared to $839.8 million at December

31, 2020.

Noninterest-bearing deposits were $283.4 million, or 31% of total

deposits, at June 30, 2021, compared to

$245.4 million, or 29%

of total deposits at December 31, 2020.

These increases reflect deposits from customers who

received PPP loans, the impact of government stimulus checks, delayed

tax payments

and less customer spending during

the COVID-19 pandemic.

The average rate paid on total interest-bearing deposits was 0.42

in the first six months of 2021 compared to 0.75% in the

first six months of 2020.

The decline in average rates paid on total interest-bearing deposits

was largely driven by generally

lower market interest rates.

Other Borrowings

Other borrowings consist of short-term borrowings and long-term

debt. Short-term borrowings generally consist of federal

funds purchased and agreements with certain customers to sell certain

securities under agreements to repurchase with an

original maturity less than one year.

The Bank had available federal funds lines totaling $41.0

million with none

outstanding at June 30, 2021, and at December 31, 2020,

respectively. Securities sold

under agreements to repurchase

totaled $3.5 million at June 30, 2021, compared to $2.4

million at December 31, 2020.

The average rate paid on short-term borrowings was 0.50% in the first six

months of 2021 compared to 0.75% in the first

six months of 2020.

The Company had no long-term debt at June 30, 2021 and

December 31, 2020.

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CAPITAL ADEQUACY

The Company’s consolidated stockholders’

equity was $106.0 million and $107.7 million as of June 30,

2021 and

December 31, 2020, respectively.

The decrease from December 31, 2020 was primarily driven by an

other comprehensive

loss due to the change in unrealized gains (losses) on securities

available-for-sale, net of tax of $3.3 million, cash dividends

paid of $1.8 million, and repurchases of the Company’s

stock of $0.8 million.

During the first six months of 2021, the

Company repurchased 20,511 shares under the

Company’s current stock repurchase program.

These shares were

repurchased at an average cost per share of $36.56 and

a total cost of $0.8 million.

These decreases in the Company’s

consolidated stockholders’ equity were partially offset

by net earnings of $4.3 million.

On January 1, 2015, the Company and Bank became subject

to the rules of the Basel III regulatory capital framework and

related Dodd-Frank Wall

Street Reform and Consumer Protection Act changes.

The rules included the implementation of a

capital conservation buffer that is added to

the minimum requirements for capital adequacy purposes.

The capital

conservation buffer was subject to a three year phase

-in period that began on January 1, 2016 and was fully phased

-in on

January 1, 2019 at 2.5%.

A banking organization with a conservation buffer

of less than the required amount will be

subject to limitations on capital distributions, including dividend

payments and certain discretionary bonus payments to

executive officers.

At June 30, 2021,

the Bank’s ratio was sufficient to

meet the fully phased-in conservation buffer.

Effective March 20, 2020, the Federal Reserve and

the other federal banking regulators adopted an interim final rule that

amended the capital conservation buffer.

The interim final rule was adopted as a final rule on August

26, 2020.

The new

rule revises the definition of “eligible retained income” for purposes

of the maximum payout ratio to allow banking

organizations to more freely use their capital buffers

to promote lending and other financial intermediation activities,

making the limitations on capital distributions more gradual.

The eligible retained income is now the greater of (i) net

income for the four preceding quarters, net of distributions and

associated tax effects not reflected in net income; and

(ii)

the average of all net income over the preceding four quarters.

The interim final rule only affects the capital buffers,

and

banking organizations were encouraged to make prudent

capital distribution decisions.

The Federal Reserve has treated us as a “small bank holding company’

under the Federal Reserve’s policy.

Accordingly,

our capital adequacy is evaluated at the Bank level, and not for

the Company and its consolidated subsidiaries.

The Bank’s

tier 1 leverage ratio was 9.81%, CET1 risk-based capital ratio

was 17.03%, tier 1 risk-based capital ratio was 17.03%, and

total risk-based capital ratio was 17.94%

at June 30, 2021. These ratios exceed the minimum regulatory capital percentages

of 5.0% for tier 1 leverage ratio, 6.5% for CET1 risk-based capital

ratio, 8.0% for tier 1 risk-based capital ratio, and 10.0%

for total risk-based capital ratio to be considered “well capitalized.”

The Bank’s capital conservation

buffer was 9.94%

June 30, 2021.

MARKET AND LIQUIDITY RISK MANAGEMENT

Management’s objective is to manage

assets and liabilities to provide a satisfactory,

consistent level of profitability within

the framework of established liquidity,

loan, investment, borrowing, and capital policies. The

Bank’s Asset Liability

Management Committee (“ALCO”) is charged with

the responsibility of monitoring these policies, which are designed

ensure an acceptable asset/liability composition. Two

critical areas of focus for ALCO are interest rate risk and liquidity

risk management.

Interest Rate Risk Management

In the normal course of business, the Company is exposed to

market risk arising

from fluctuations in interest rates. ALCO

measures and evaluates interest rate risk so that the Bank can meet customer

demands for various types of loans and

deposits. Measurements used to help manage interest rate sensitivity include

an earnings simulation model and an economic

value of equity (“EVE”) model.

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Earnings simulation

. Management believes that interest rate risk is best estimated by our

earnings simulation modeling.

Forecasted levels of earning assets, interest-bearing liabilities,

and off-balance sheet financial instruments are combined

with ALCO forecasts of market interest rates for the next

12 months and other factors in order to produce

various earnings

simulations and estimates. To

help limit interest rate risk, we have guidelines for earnings at

risk which seek to limit the

variance of net interest income from gradual changes in interest rates.

For changes up or down in rates from management’s

flat interest rate forecast over the next 12 months, policy limits

for net interest income variances are as follows:

●

+/- 20% for a gradual change of 400 basis points

●

+/- 15% for a gradual change of 300 basis points

●

+/- 10% for a gradual change of 200 basis points

●

+/- 5% for a gradual change of 100 basis points

At June 30, 2021, our earnings simulation model indicated that

we were in compliance with the policy guidelines noted

above.

Economic Value

of Equity

. EVE measures the extent that the estimated economic values of our

assets, liabilities, and off-

balance sheet items will change as a result of interest rate changes.

Economic values are estimated by discounting expected

cash flows from assets, liabilities, and off-balance sheet items,

which establishes a base case EVE. In contrast with our

earnings simulation model, which evaluates interest rate risk over a

12 month timeframe, EVE uses a terminal horizon

which allows for the re-pricing of all assets, liabilities, and off

-balance sheet items. Further, EVE

is measured using values

as of a point in time and does not reflect any actions that ALCO

might take in responding to or anticipating changes in

interest rates, or market and competitive conditions.

To help limit interest rate

risk, we have stated policy guidelines for an

instantaneous basis point change in interest rates, such that our EVE

should not decrease from our base case by more than

the following:

●

45% for an instantaneous change of +/-

400 basis points

●

35% for an instantaneous change of +/-

300 basis points

●

25% for an instantaneous change of +/-

200 basis points

●

15% for an instantaneous change of +/-

100 basis points

At June 30, 2021, our EVE model indicated that we were in compliance

with the policy guidelines noted above.

Each of the above analyses may not, on its own, be an accurate

indicator of how our net interest income will be affected

changes in interest rates. Income associated with interest-earning assets

and costs associated with interest-bearing liabilities

may not be affected uniformly by changes in interest rates.

In addition, the magnitude and duration of changes in interest

rates may have a significant impact on net interest income. For

example, although certain assets and liabilities may have

similar maturities or periods of repricing, they may react in different

degrees to changes in market interest rates, and other

economic and market factors, including market perceptions. Interest

rates on certain types of assets and liabilities fluctuate

in advance of changes in general market rates, while interest

rates on other types of assets and liabilities may lag behind

changes in general market rates. In addition, certain assets, such as

adjustable rate mortgage loans, have features (generally

referred to as “interest rate caps and floors”) which limit changes

in interest rates. Prepayment and early withdrawal levels

also could deviate significantly from those assumed in calculating the maturity

of certain instruments. The ability of many

borrowers to service their debts also may decrease during periods

of rising interest rates or economic stress, which may

differ across industries and economic sectors. ALCO reviews

each of the above interest rate sensitivity analyses along with

several different interest rate scenarios in seeking satisfactory,

consistent levels of profitability within the framework of the

Company’s established liquidity,

loan, investment, borrowing, and capital policies.

The Company may also use derivative financial instruments

to improve the balance between interest-sensitive assets and

interest-sensitive liabilities, and as a tool to manage interest rate

sensitivity while continuing to meet the credit and deposit

needs of our customers. From time to time, the Company may

enter into interest rate swaps to facilitate customer

transactions and meet their financing needs. These interest rate

swaps qualify as derivatives, but are not designated as

hedging instruments. At June 30, 2021 and December 31,

2020, the Company had no derivative contracts designated as part

of a hedging relationship to assist in managing its interest rate

sensitivity.

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Liquidity Risk Management

Liquidity is the Company’s ability

to convert assets into cash equivalents in order

to meet daily cash flow requirements,

primarily for deposit withdrawals, loan demand and maturing obligations.

Without proper management of its liquidity,

the

Company could experience higher costs of obtaining funds due to

insufficient liquidity, while

excessive liquidity can lead

to a decline in earnings due to the cost of foregoing alternative

higher-yielding investment opportunities.

Liquidity is managed at two levels. The first is the liquidity of

the Company. The second

is the liquidity of the Bank. The

management of liquidity at both levels is essential, because the Company

and the Bank are separate and distinct legal

entities with different funding needs and sources, and each

are subject to regulatory guidelines and requirements.

The

Company depends upon dividends from the Bank for liquidity to

pay its operating expenses, debt obligations and

dividends.

The Bank’s payment of dividends

depends on its earnings, liquidity,

capital and the absence of any regulatory

restrictions.

The primary source of funding and liquidity for the Company has

been dividends received from the Bank.

If needed, the

Company could also issue common stock or other securities.

Primary uses of funds by the Company include dividends paid

to stockholders, Company stock repurchases,

and Company expenses.

Primary sources of funding for the Bank include customer deposits,

other borrowings, repayment and maturity of securities,

sales of securities, and the sale and repayment of loans. The

Bank has access to federal funds lines from various banks and

borrowings from the Federal Reserve discount window.

In addition to these sources, the Bank may participate in the

FHLB’s advance program to obtain

funding for its growth. Advances include

both fixed and variable terms and may be

taken out with varying maturities. At June 30, 2021, the Bank had

a remaining available line of credit with the FHLB of

$297.9 million. At June 30, 2021, the Bank also had $41.0

million of available federal funds lines with no borrowings

outstanding. Primary uses of funds include repayment of maturing obligations

and growing the loan portfolio.

Management believes that the Company and the Bank have adequate

sources of liquidity to meet all their respective known

contractual obligations and unfunded commitments, including

loan commitments and reasonable borrower,

depositor, and

creditor requirements over the next twelve months.

Off-Balance Sheet Arrangements, Commitments, Contingencies

and Contractual Obligations

At June 30, 2021, the Bank had outstanding standby letters of credit

of $1.4

million and unfunded loan commitments

outstanding of $69.4 million.

Because these commitments generally have fixed expiration dates

and many will expire

without being drawn upon, the total commitment level does not

necessarily represent future cash requirements. If needed

fund these outstanding commitments, the Bank could liquidate

federal funds sold or a portion of securities available-for-

sale, or draw on its available credit facilities.

Mortgage lending activities

We primarily sell residential

mortgage loans in the secondary market to Fannie Mae while

retaining the servicing of these

loans. The sale agreements for these residential mortgage loans with

Fannie Mae and other investors include various

representations and warranties regarding the origination and

characteristics of the residential mortgage loans.

Although the

representations and warranties vary among investors, they typically

cover ownership of the loan, validity of the lien

securing the loan, the absence of delinquent taxes or liens against the

property securing the loan, compliance with loan

criteria set forth in the applicable agreement, compliance with

applicable federal, state, and local laws, among other

matters.

As of June 30, 2021,

the unpaid principal balance of residential mortgage loans, which we have originated

and sold, but

retained the servicing rights was $260.8 million.

Although these loans are generally sold on a non-recourse basis, we

may

be obligated to repurchase residential mortgage loans or reimburse

investors for losses incurred (make whole requests) if a

loan review reveals a potential breach of seller representations and

warranties.

Upon receipt of a repurchase or make whole

request, we work with investors to arrive at a mutually agreeable

resolution. Repurchase and make whole requests are

typically reviewed on an individual loan by loan basis to validate

the claims made by the investor and to determine if a

contractually required repurchase or make whole event has occurred.

We seek to reduce

and manage the risks of potential

repurchases, make whole requests, or other claims by mortgage

loan investors through our underwriting and quality

assurance practices and by servicing mortgage loans to meet investor

and secondary market standards.

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The Company was not required to repurchase any loans during the first

six months of 2021 as a result of representation and

warranty provisions contained in the Company’s

sale agreements with Fannie Mae, and had no pending repurchase

make-whole requests at June 30, 2021.

We service all residential

mortgage loans originated and sold by us to Fannie Mae.

As servicer, our primary duties are to:

(1) collect payments due from borrowers;

(2) advance certain delinquent payments of principal and interest;

(3) maintain

and administer any hazard, title, or primary mortgage insurance policies

relating to the mortgage loans;

(4) maintain any

required escrow accounts for payment of taxes and insurance

and administer escrow payments;

and (5) foreclose on

defaulted mortgage loans or take other actions to mitigate the

potential losses to investors consistent with the agreements

governing our rights and duties as servicer.

The agreement under which we act as servicer generally specifies

a standard of responsibility for actions taken by us in

such capacity and provides protection against expenses and liabilities incurred

by us when acting in compliance with the

respective servicing agreements.

However, if we commit a material breach

of our obligations as servicer,

we may be

subject to termination if the breach is not cured within a specified

period following notice.

The standards governing

servicing and the possible remedies for violations of such standards

are determined by servicing guides issued by Fannie

Mae as well as the contract provisions established between Fannie Mae

and the Bank.

Remedies could include repurchase

of an affected loan.

Although repurchase and make whole requests related to representation

and warranty provisions and servicing activities

have been limited to date, it is possible that requests to repurchase mortgage

loans or reimburse investors for losses incurred

(make whole requests) may increase in frequency if investors more

aggressively pursue all means of recovering losses on

their purchased loans.

As of June 30, 2021,

we do not believe that this exposure is material due to the historical level of

repurchase requests and loss trends, in addition to the fact that

99%

of our residential mortgage loans serviced for Fannie

Mae were current as of such date.

We maintain ongoing

communications with our investors and will continue to evaluate

this exposure by monitoring the level and number of repurchase

requests as well as the delinquency rates in our investor

portfolios.

Section 4021 of the CARES Act allows borrowers under 1-4 family

residential mortgage loans sold to Fannie Mae to

request forbearance to the servicer after affirming that

such borrower is experiencing financial hardships during the

COVID-19 emergency.

Such forbearance will be up to 180 days, subject to

up to a 180 day extension.

During forbearance,

no fees, penalties or interest shall be charged beyond

those applicable if all contractual payments were fully and timely

paid.

Except for vacant or abandoned properties, Fannie Mae servicers may not

initiate foreclosures on similar procedures

or related evictions or sales until December 31,

2020.

The Bank sells mortgage loans to Fannie Mae and services these on

an actual/actual basis. As a result, the Bank is not obligated to

make any advances to Fannie Mae on principal and interest

on such mortgage loans where the borrower is entitled to forbearance.

Effects of Inflation and Changing Prices

The consolidated financial statements and related consolidated

financial data presented herein have been prepared in

accordance with U.S. GAAP and practices within the banking industry

which require the measurement of financial position

and operating results in terms of historical dollars without considering

the changes in the relative purchasing power of

money over time due to inflation. Unlike most industrial companies,

virtually all the assets and liabilities of a financial

institution are monetary in nature. As a result, interest rates have a more significant

impact on a financial institution’s

performance than the effects of general levels of inflation.

CURRENT ACCOUNTING DEVELOPMENTS

The following ASUs have been issued by the FASB

but are not yet effective.

●

ASU 2016-13,

Financial Instruments – Credit Losses (Topic

326):

Measurement of Credit Losses on

Financial

Instruments;

Table of Contents

Information about these pronouncements is described in more

detail below.

ASU 2016-13,

Financial Instruments - Credit Losses (Topic

326): - Measurement of Credit

Losses on Financial

Instruments

, amends guidance on reporting credit losses for assets held at

amortized cost basis and available for sale debt

securities.

For assets held at amortized cost basis, the new standard eliminates the

probable initial recognition threshold in

current GAAP and, instead, requires an entity to reflect its current estimate

of all expected credit losses using a broader

range of information regarding past events, current conditions and

forecasts assessing the collectability of cash flows. The

allowance for credit losses is a valuation account that is deducted

from the amortized cost basis of the financial assets to

present the net amount expected to be collected.

For available for sale debt securities, credit losses should be measured in

manner similar to current GAAP,

however the new standard will require that credit losses be

presented as an allowance

rather than as a write-down.

The new guidance affects entities holding financial assets

and net investment in leases that are

not accounted for at fair value through net income. The amendments

affect loans, debt securities, trade receivables, net

investments in leases, off-balance sheet credit exposures,

reinsurance receivables, and any other financial assets not

excluded from the scope that have the contractual right to receive

cash.

For public business entities, the new guidance was

originally effective for annual and interim periods

in fiscal years beginning after December 15, 2019.

The Company has

developed an implementation team that is following a gener

al timeline.

The team has been working with an advisory

consultant, with whom a third-party software license has been purchased.

The Company’s preliminary evaluation

indicates

the provisions of ASU No. 2016-13 are expected to impact the Company’s

consolidated financial statements, in particular

the level of the reserve for credit losses.

The Company is continuing to evaluate the extent of the potential

impact and

expects that portfolio composition and economic conditions at

the time of adoption will be a factor.

On October 16, 2019,

the FASB approved

a previously issued proposal granting smaller reporting companies a postponement

of the required

implementation date for ASU 2016-13.

The Company will now be required to implement the new standard

in January

2023, with early adoption permitted in any period prior

to that date.

Table of Contents

Table 1

– Explanation of Non-GAAP Financial Measures

In addition to results presented in accordance with U.S. generally

accepted accounting principles (GAAP), this quarterly

report on Form 10-Q includes certain designated net interest income

amounts presented on a tax-equivalent basis, a non-

GAAP financial measure, including the presentation and calculation of

the efficiency ratio.

The Company believes the presentation of net interest income

on a tax-equivalent basis provides comparability of net

interest income from both taxable and tax-exempt sources and

facilitates comparability within the industry.

Although the

Company believes these non-GAAP financial measures enhance

investors’ understanding of its business and performance,

these non-GAAP financial measures should not be considered

an alternative to GAAP.

The reconciliations

of these non-

GAAP financial measures to their most directly comparable

GAAP financial measures are presented below.

2021

2020

Second

First

Fourth

Third

Second

(In thousands)

Quarter

Net interest income (GAAP)

5,975

5,937

6,188

5,868

6,070

Tax-equivalent adjustment

118

120

123

122

127

Net interest income (Tax

-equivalent)

6,093

6,057

6,311

5,990

6,197

Six months ended June 30,

(In thousands)

2021

2020

Net interest income (GAAP)

11,912

12,282

Tax-equivalent adjustment

238

247

Net interest income (Tax

-equivalent)

12,150

12,529

Table of Contents

Table 2

- Selected Quarterly Financial Data

2021

2020

Second

First

Fourth

Third

Second

(Dollars in thousands, except per share amounts)

Quarter

Results of Operations

Net interest income (a)

6,093

6,057

6,311

5,990

6,197

Less: tax-equivalent adjustment

118

120

123

122

127

Net interest income (GAAP)

5,975

5,937

6,188

5,868

6,070

Noninterest income

1,110

1,182

1,403

1,374

1,363

Total revenue

7,085

7,119

7,591

7,242

7,433

Provision for loan losses

(600)

—

250

450

Noninterest expense

4,895

4,690

5,086

4,653

4,959

Income tax expense

504

423

449

403

363

Net earnings

2,286

2,006

2,056

1,936

1,661

Per share data:

Basic and diluted net earnings

0.65

0.56

0.58

0.54

0.47

Cash dividends declared

0.26

0.255

Weighted average shares outstanding:

Basic and diluted

3,554,871

3,566,299

3,566,276

3,566,239

3,566,166

Shares outstanding

3,545,855

3,566,326

3,566,276

3,566,176

Book value

29.91

29.06

30.20

29.81

29.53

Common stock price

High

38.90

48.00

43.00

56.80

63.40

Low

34.50

37.55

36.75

26.26

36.81

Period end

35.46

38.37

42.29

36.26

57.09

To earnings ratio

15.22

17.85

20.23

15.97

24.29

To book value

119

132

140

122

193

Performance ratios:

Return on average equity

8.74

7.37

7.63

7.26

6.34

Return on average assets

0.91

0.82

0.87

0.84

0.74

Dividend payout ratio

40.00

46.43

43.97

47.22

54.26

Asset Quality:

Allowance for loan losses as a % of:

Loans

1.12

1.23

1.22

1.18

1.14

Nonperforming loans

813

726

1,052

1,015

783

Nonperforming assets as a % of:

Loans and other real estate owned

0.14

0.17

0.12

0.15

Total assets

0.06

0.08

0.06

0.07

Nonperforming loans as a % of total loans

0.14

0.17

0.12

0.15

Annualized net (recoveries) chargeoffs as a % of average loans

(0.02)

(0.06)

(0.04)

(0.01)

0.01

Capital Adequacy: (c)

CET 1 risk-based capital ratio

17.03

17.21

17.27

17.70

18.00

Tier 1 risk-based capital ratio

17.03

17.21

17.27

17.70

18.00

Total risk-based capital ratio

17.94

18.25

18.31

18.77

19.04

Tier 1 leverage ratio

9.81

9.99

10.32

10.38

10.62

Other financial data:

Net interest margin (a)

2.60

2.66

2.81

2.72

2.95

Effective income tax rate

18.06

17.41

17.92

17.23

17.93

Efficiency ratio (b)

67.96

64.79

65.93

63.19

65.60

Selected average balances:

Securities

370,582

353,031

325,102

315,542

291,333

Loans, net of unearned income

460,672

463,424

466,704

465,285

466,971

Total assets

1,005,041

980,884

944,439

924,949

893,720

Total deposits

894,757

863,194

828,801

810,747

782,381

Total stockholders’ equity

104,591

108,890

107,791

106,709

104,820

Selected period end balances:

Securities

384,865

359,630

335,177

320,922

302,193

Loans, net of unearned income

456,984

461,879

461,700

472,453

464,274

Allowance for loan losses

5,107

5,682

5,618

5,575

5,308

Total assets

1,036,232

993,263

956,597

937,890

942,887

Total deposits

923,462

880,590

839,792

823,980

829,810

Total stockholders’ equity

106,043

103,639

107,689

106,314

105,299

(a) Tax-equivalent. See "Table 1 - Explanation of Non-GAAP Financial Measures."

(b) Efficiency ratio is the result of noninterest expense divided by the

sum of noninterest income and tax-equivalent net interest income.

wholly-owned subsidiary, AuburnBank.

Table of Contents

Table 3

- Selected Financial Data

Six months ended June 30,

(Dollars in thousands, except per share amounts)

2021

2020

Results of Operations

Net interest income (a)

12,150

12,529

Less: tax-equivalent adjustment

238

247

Net interest income (GAAP)

11,912

12,282

Noninterest income

2,292

2,598

Total revenue

14,204

14,880

Provision for loan losses

(600)

850

Noninterest expense

9,585

9,815

Income tax expense

927

753

Net earnings

4,292

3,462

Per share data:

Basic and diluted net earnings

1.21

0.97

Cash dividends declared

0.520

0.51

Weighted average shares outstanding:

Basic and diluted

3,560,554

3,566,156

Shares outstanding, at period end

3,545,855

3,566,176

Book value

29.91

29.53

Common stock price

High

48.00

63.40

Low

34.50

24.11

Period end

35.46

57.09

To earnings ratio

15.22

24.29

To book value

119

193

Performance ratios:

Return on average equity

8.04

6.78

Return on average assets

0.86

0.80

Dividend payout ratio

42.98

52.58

Asset Quality:

Allowance for loan losses as a % of:

Loans

1.12

1.14

Nonperforming loans

813

783

Nonperforming assets as a % of:

Loans and other real estate owned

0.14

0.15

Total assets

0.06

0.07

Nonperforming loans as a % of total loans

0.14

0.15

Annualized net recoveries as a % of average loans

(0.04)

(0.03)

Capital Adequacy: (c)

CET 1 risk-based capital ratio

17.03

18.00

Tier 1 risk-based capital ratio

17.03

18.00

Total risk-based capital ratio

17.94

19.04

Tier 1 leverage ratio

9.81

10.62

Other financial data:

Net interest margin (a)

2.63

3.09

Effective income tax rate

17.76

17.86

Efficiency ratio (b)

66.37

64.88

Selected average balances:

Securities

361,855

274,325

Loans, net of unearned income

462,040

459,091

Total assets

992,940

866,222

Total deposits

879,063

758,215

Total stockholders’ equity

106,729

102,190

Selected period end balances:

Securities

384,865

302,193

Loans, net of unearned income

456,984

464,274

Allowance for loan losses

5,107

5,308

Total assets

1,036,232

942,887

Total deposits

923,462

829,810

Total stockholders’ equity

106,043

105,299

(a) Tax-equivalent. See "Table 1 - Explanation of Non-GAAP Financial Measures."

(b) Efficiency ratio is the result of noninterest expense divided by the

sum of noninterest income and tax-equivalent net interest income.

wholly-owned subsidiary, AuburnBank.

Table of Contents

Table 4

- Average

Balances and Net Interest Income Analysis

Quarter ended June 30,

2021

2020

Interest

Average

Income/

Yield/

Average

Income/

Yield/

(Dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Interest-earning assets:

Loans and loans held for sale (1)

462,319

5,112

4.44%

470,335

5,494

4.70%

Securities - taxable

307,941

1,009

1.31%

226,585

1,056

1.87%

Securities - tax-exempt (2)

62,641

562

3.60%

64,748

603

3.75%

Total securities

370,582

1,571

1.70%

291,333

1,659

2.29%

Federal funds sold

36,570

0.12%

31,673

0.20%

Interest bearing bank deposits

72,144

0.09%

51,352

0.09%

Total interest-earning assets

941,615

6,711

2.86%

844,693

7,180

3.42%

Cash and due from banks

14,824

13,361

Other assets

48,602

35,666

Total assets

1,005,041

893,720

Interest-bearing liabilities:

Deposits:

NOW

174,138

0.10%

154,225

138

0.36%

Savings and money market

286,477

150

0.21%

231,571

263

0.46%

Time deposits

159,347

419

1.05%

165,922

580

1.41%

Total interest-bearing deposits

619,962

614

0.40%

551,718

981

0.72%

Short-term borrowings

3,370

0.50%

1,428

0.50%

Total interest-bearing liabilities

623,332

618

0.40%

553,146

983

0.71%

Noninterest-bearing deposits

274,795

230,663

Other liabilities

2,323

5,091

Stockholders' equity

104,591

104,820

Total liabilities and

stockholders' equity

1,005,041

893,720

Net interest income and margin (tax-equivalent)

6,093

2.60%

6,197

2.95%

(1) Average loan balances

are shown net of unearned income and loans on nonaccrual status

have been included

in the computation of average balances.

(2) Yields on tax-exempt securities

have been computed on a tax-equivalent basis using a federal income

tax rate of 21%.

Table of Contents

Table 5

- Average

Balances and Net Interest Income Analysis

Six months ended June 30,

2021

2020

Interest

Average

Income/

Yield/

Average

Income/

Yield/

(Dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Interest-earning assets:

Loans and loans held for sale (1)

464,332

10,290

4.47%

461,245

10,906

4.75%

Securities - taxable

299,011

1,958

1.32%

211,503

2,167

2.06%

Securities - tax-exempt (2)

62,844

1,134

3.64%

62,822

1,176

3.76%

Total securities

361,855

3,092

1.72%

274,325

3,343

2.45%

Federal funds sold

34,700

0.13%

30,716

109

0.71%

Interest bearing bank deposits

71,252

0.09%

50,365

197

0.79%

Total interest-earning assets

932,139

13,438

2.91%

816,651

14,555

3.58%

Cash and due from banks

14,355

13,773

Other assets

46,446

35,798

Total assets

992,940

866,222

Interest-bearing liabilities:

Deposits:

NOW

173,102

111

0.13%

151,785

326

0.43%

Savings and money market

284,174

321

0.23%

226,240

516

0.46%

Time deposits

159,406

848

1.07%

166,685

1,180

1.42%

Total interest-bearing deposits

616,682

1,280

0.42%

544,710

2,022

0.75%

Short-term borrowings

3,266

0.50%

1,394

0.50%

Total interest-bearing liabilities

619,948

1,288

0.42%

546,104

2,026

0.75%

Noninterest-bearing deposits

262,381

213,505

Other liabilities

3,882

4,423

Stockholders' equity

106,729

102,190

Total liabilities and

stockholders' equity

992,940

866,222

Net interest income and margin (tax-equivalent)

12,150

2.63%

12,529

3.09%

(1) Average loan balances

are shown net of unearned income and loans on nonaccrual stat

us have been included

in the computation of average balances.

(2) Yields on tax-exempt securities

have been computed on a tax-equivalent basis using a federal income

tax rate of 21%.

Table of Contents

Table 6

- Loan Portfolio Composition

2021

2020

Second

First

Fourth

Third

Second

(In thousands)

Quarter

Commercial and industrial

87,933

88,687

82,585

98,244

87,754

Construction and land development

37,477

30,332

33,514

31,651

32,967

Commercial real estate

242,845

254,731

255,136

250,992

250,588

Residential real estate

82,164

82,848

84,154

85,054

85,825

Consumer installment

7,762

6,524

7,099

7,731

8,631

Total loans

458,181

463,122

462,488

473,672

465,765

Less:

unearned income

(1,197)

(1,243)

(788)

(1,219)

(1,491)

Loans, net of unearned income

456,984

461,879

461,700

472,453

464,274

Less: allowance for loan losses

(5,107)

(5,682)

(5,618)

(5,575)

(5,308)

Loans, net

451,877

456,197

456,082

466,878

458,966

Table of Contents

Table 7

- Allowance for Loan Losses and Nonperforming Assets

2021

2020

Second

First

Fourth

Third

Second

(Dollars in thousands)

Quarter

Allowance for loan losses:

Balance at beginning of period

5,682

5,618

5,575

5,308

4,867

Charge-offs:

Commercial and industrial

—

(4)

—

(3)

Residential real estate

(1)

—

Consumer installment

—

(5)

(1)

(4)

(28)

Total charge

-offs

(1)

(5)

(4)

(31)

Recoveries

Net recoveries (charge-offs)

(9)

Provision for loan losses

(600)

—

250

450

Ending balance

5,107

5,682

5,618

5,575

5,308

as a % of loans

1.12

1.23

1.22

1.18

1.14

as a % of loans (excluding PPP loans)

1.17

1.31

1.27

1.28

1.24

as a % of nonperforming loans

813

726

1,052

1,015

783

Net (recoveries) charge-offs as % of avg. loans

(a)

(0.02)

(0.06)

(0.04)

(0.01)

0.01

Nonperforming assets:

Nonaccrual loans

628

783

534

549

678

Total nonperforming assets

628

783

534

549

678

as a % of loans and other real estate owned

0.14

0.17

0.12

0.15

as a % of total assets

0.06

0.08

0.06

0.07

Nonperforming loans as a % of total loans

0.14

0.17

0.12

0.15

Accruing loans 90 days or more past due

—

(a) Net recoveries (charge-offs) are annualized.

Table of Contents

Table 8

- Allocation of Allowance for Loan Losses

2021

2020

Second Quarter

First Quarter

Fourth Quarter

Third Quarter

Second Quarter

(Dollars in thousands)

Amount

Commercial and industrial

829

19.2

828

19.1

807

17.9

798

20.7

679

18.8

Construction and land

development

639

8.2

551

6.5

594

7.2

582

6.7

613

7.1

Commercial real estate

2,704

53.0

3,259

55.1

3,169

55.2

3,120

53.0

2,915

53.8

Residential real estate

838

17.9

951

17.9

944

18.2

954

18.0

954

18.4

Consumer installment

1.7

1.4

104

1.5

121

1.6

147

1.9

Total allowance for loan losses

5,107

5,682

5,618

5,575

5,308

* Loan balance in each category expressed as a percentage of total loans.

Table of Contents

Table 9

- CDs and Other Time Deposits of $100,000

or More

(Dollars in thousands)

June 30, 2021

Maturity of:

3 months or less

21,587

Over 3 months through 6 months

22,640

Over 6 months through 12 months

21,072

Over 12 months

40,693

Total CDs and other

time deposits of $100,000 or more

105,992

Table of Contents

ITEM 3.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

The information called for by ITEM 3 is set forth in ITEM

2 under the caption “MARKET AND LIQUIDITY RISK

MANAGEMENT” and is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

The Company, with the participation

of its management, including its Chief Executive Officer

and Chief Financial Officer,

carried out an evaluation of the effectiveness of the design

and operation of its disclosure controls and procedures

(as

defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended)

as of the end of the

period covered by this report. Based upon that evaluation and as

of the end of the period covered by this report, the

Company’s Chief Executive Officer

and Chief Financial Officer concluded that the Company’s

disclosure controls and

procedures were effective to allow timely decisions regarding

disclosure in its reports that the Company files or submits to

the Securities and Exchange Commission under the Securities Exchange

Act of 1934, as amended. There have been no

changes in the Company’s internal

control over financial reporting that occurred during the period

covered by this report

that have materially affected, or are reasonably likely to

materially affect, the Company’s

internal control over financial

reporting.

PART

II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of its business, the Company and the Bank are,

from time to time, involved in legal proceedings. The

Company’s and Bank’s

management believe there are no pending or threatened legal,

governmental, or regulatory

proceedings that, upon resolution, are expected to have a material

adverse effect upon the Company’s

or the Bank’s

financial condition or results of operations. See also, Part I,

Item 3 of the Company’s Annual

Report on Form 10-K for the

year ended December 31, 2020.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report,

you should carefully consider the factors discussed in Part I,

Item 1A. “RISK FACTORS”

in the Company’s Annual

Report on Form 10-K for the year ended December 31,

2020,

which could materially affect our business, financial

condition or future results. The risks described in our annual report

Form 10-K are not the only the risks facing our Company.

Additional risks and uncertainties not currently known to us or

that we currently deem to be immaterial also may materially

adversely affect our business, financial condition, and/or

operating results in the future.

Table of Contents

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS

The Company’s repurchases of its common

stock during the second quarter of 2021 were as follows:

Period

Total Number of

Purchased

Average Price

Paid per Share

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs

Approximate Dollar

Value

of Shares that

May Yet

Purchased Under the

Plans or Programs

(1)

April 1 - April 30, 2021

2,477

35.84

2,477

4,911,235

May 1 - May 31, 2021

18,034

36.66

18,034

4,250,048

June 1 - June 30, 2021

—

4,250,048

Total

20,511

36.56

20,511

4,250,048

(1)

On March 9, 2021, the Company adopted a $5 million stock repurchase program that become effective April 1, 2021.

ITEM 3.

DEFAULTS

UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Not applicable.

Table of Contents

ITEM 6.

EXHIBITS

Exhibit

Number

Description

3.1

Certificate of Incorporation of Auburn National Bancorporation, Inc. and all amendments thereto.*

3.2

Amended and Restated Bylaws of Auburn National Bancorporation, Inc., adopted as of November 13, 2007. **

31.1

Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002, by Robert W. Dumas, Chairman, President and Chief Executive

Officer.

31.2

Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Hedges, Executive Vice President and Chief

Financial Officer.

32.1

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley

Act of 2002, by Robert W. Dumas, Chairman, President and Chief Executive Officer.***

32.2

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley

Act of 2002, by David A. Hedges, Executive Vice President and Chief Financial Officer.***

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension

Schema Document

101.CAL

XBRL Taxonomy Extension

Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension

Label Linkbase Document

101.PRE

XBRL Taxonomy Extension

Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension

Definition Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and

contained in Exhibit 101)

Incorporated by reference from Registrant’s

Form 10-Q dated June 30, 2002.

Incorporated by reference from Registrant’s

Form 10-K dated March 31, 2008.

***

The certifications attached as exhibits 32.1 and 32.2 to

this quarterly report on Form 10-Q are “furnished” to the

Securities and Exchange Commission pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 and shall not be

deemed “filed” by the Company for purposes of Section

18 of the Securities Exchange Act of 1934,

as amended.

Table of Contents

SIGNATURES

Pursuant to the

requirements of the

Securities Exchange Act

of 1934, the

registrant has duly

caused this report

be signed on its behalf by the undersigned thereunto duly authorized.

AUBURN NATIONAL

BANCORPORATION,

INC.

(Registrant)

Date:

July 30, 2021

By:

/s/ Robert W.

Dumas

Robert W.

Dumas

Chairman, President and CEO

Date:

July 30, 2021

By:

/s/ David A. Hedges

David A. Hedges

Executive Vice President and

Chief Financial Officer

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Auburn National Bancorporation (AUBN) 10-Q2021 Q2 Quarterly report

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