AGM 2021

May 11, 2021

Hello and welcome to the Annual Meeting of Stockholders of Auburn National Bank Corporation Incorporated. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You can submit questions or comments by clicking on the message icon. Though we may not be able to answer every question, we will respond to as many as possible subject to time restraints. To allow us to address as many questions from as many different shareholders as possible during the meeting, we will limit each shareholder to 2 questions. Questions from the multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together. It is now my pleasure to turn today's meeting over to Mr. Robert Dumas, Chairman, President and CEO. Mr. Dumas, the floor is yours. Thank you. Good afternoon and welcome to the 2021 Annual Shareholders Meeting of Auburn National Bancorporation Incorporated. I am Robert Dumas, Chairman, President and CEO of the company. We are hosting our 2nd virtual shareholders meeting this year to promote the health and well-being of our shareholders, employees and community members as the nation continues to address the coronavirus pandemic. Shareholders are attending via the web portal. Our communities, customers, shareholders and employees are important to us. Our employees have done outstanding work to provide vital financial services to our communities during the pandemic. We will talk later about these efforts and the bank's operations during the pandemic. An agenda and rules of conduct for today's meeting are available on the web portal. We will conduct this meeting in accordance with that agenda and our rules of conduct with an opportunity to be provided for questions and answers. We will conduct the business portion of our meeting first and questions while votes are taken and counted. Though we may not be able to answer every question, we will respond to as many as possible subject to time restraints. To allow us to address as many questions from as many different shareholders as possible during the meeting, we will limit each shareholder to 2 questions. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together. It is now 3 p. M. And this meeting is officially called to order. The company has appointed Marcia Ottwill as Inspector of Election. Ms. Ottwill is with us today and has taken the oath of inspector of election. The Board of Directors fixed March 22, 2021 as the record date for determining shareholders entitled to vote this meeting. An affidavit has been delivered attesting to the fact that a notice of Internet availability of the notice of the meeting, the proxy statement and the 2020 annual report to shareholders were provided to our shareholders on April 1, 2021. The shareholder list shows that as of the record date, there were approximately 3,000,566,326 shares of common stock outstanding and entitled to vote at this meeting. The Inspector of Election can confirm that there are represented virtually or by proxy a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, and therefore, a quorum is present for purposes of transacting business. I would like to take this opportunity to introduce the other members of our Board of Directors here with us today: Doctor. Wayne Alderman, Mr. Terry Andress, Mr. Tuck Barrett, Ms. Laura Cooper, Mr. Bill Hamm, Mr. David Houssell, Ms. Anne May and Mr. E. L. Spencer III. Doctor. Wayne Alderman, Corporate Secretary of the company, will act as Secretary of the meeting. I would also like to introduce our Executive Vice President and Chief Financial Officer, David Hedges our Chief Risk Officer and Senior Vice President of Credit Administration, Shannon O'Donnell and our Senior Vice President of Internal Audit and Compliance, Norma Kicklider, who will help moderate our question and answer session. We are also pleased to be joined today by Mr. Rob Stevens and Mr. Daniel Malden from Elliott Davis, our independent auditors for the year ended December 31, 2020. They will be available during the question and answer session after the meeting to respond to appropriate questions. I would now like to introduce the company's Executive Vice President and Chief Financial Officer, David Hedges, to present our financial reports and describe our activities to assist our communities through the COVID-nineteen pandemic. Thank you, Mr. Demas. Before we begin, I'd like to remind everyone that our statements in this virtual annual meeting are qualified by the forward looking statement notice now shown on the screen and by similar forward looking statement notices in our annual report, quarterly report and earnings release, all of which are available on our website and atsec.gov. Of course, the big story in 2020 was the rapidly evolving situation surrounding COVID-nineteen. And different than our customers and the communities we serve, the banking industry faced a difficult operating environment in 2020. For the full year 2020, the company reported net earnings of $7,500,000 or $2.09 per share compared to $9,700,000 or $2.72 per share for the full year of 2019. This decrease was primarily due to the negative impact of the COVID-nineteen pandemic, which resulted in elevated provision for loan losses compared to 2019 in addition to a lower interest rate environment. We recorded a provision for loan losses of $1,100,000 in 20.20 compared to a negative provision of $250,000 in 2019 due to adverse changes in economic conditions and portfolio trends driven by the impact of COVID-nineteen pandemic and the resulting higher unemployment in our primary market area. The allowance for loan losses increased to $5,600,000 at year end 2020, which strengthened our reserves to 1.22 percent of total loans from 0.95 percent of total loans at year end 2019. Despite the pandemic, the company's asset quality metrics remained strong as nonperforming assets to total assets of 0.06% at year end 2020 remained at historical lows. As always, safety and soundness is a key focus for the company, and this is reflected in our strong credit, liquidity and capital record. The company reported total revenue of $29,700,000 in 2020 compared to $31,600,000 in 20 19, a decrease of 1 point $9,000,000 This decrease was primarily due to one notable item in 2019, a $1,700,000 gain resulting from the termination of a loan guarantee program operated by the State of Alabama. Overall, the negative impact of net interest margin compression on total revenue in 2020 compared to 2019 was largely offset by $1,000,000 of PPP fees, net of related costs and an increase in mortgage lending income of $1,400,000 In 2020, mortgage loan volume nearly tripled, with mortgage loans originated for sale totaling 82,700,000 dollars compared to $30,400,000 in 2019. Although low interest rates created a favorable environment for refinance activity, the company's investments in people and technology enabled us to increase mortgage production without balance sheet, total loans were $462,500,000 at year end 2020 compared to $461,400,000 at year end 2019. Excluding PPP loans, the loan portfolio decreased by $18,200,000 or 4% during the year as the balance of consumer mortgage loans decreased by $13,900,000 due to elevated payoffs and prepayments from refinance activity. Total deposits increased $116,000,000 or 16% due to the impact of reduced customer spending, government stimulus checks and customers who receive PPP loans. Of that total, checking deposits grew by $67,000,000 or 20%. While this has added to our excess liquidity in the near term, the strong inflow of low cost deposits continues to improve our positioning to capitalize on stronger loan demand later in the year and hopefully redeploy this liquidity into higher yielding assets. Furthermore, we expect to continue to benefit from repricing our outstanding CDs. Approximately $78,000,000 in CDs are scheduled to mature over the remaining three quarters of 2021 with an average rate of 0.8%. As these deposits renew at current rates, we should see a positive impact on our deposit costs. And finally, our participation in round 2 of the Paycheck Protection Program is expected to positively impact our margin in 2021 as customers qualify for and receive debt forgiveness. This time last year, we hope that by working with our customers through payment deferrals combined with proceeds from the Paycheck Protection Program, it would allow the vast majority of small businesses to make it through this difficult time. At March 31, 2021, we had $32,400,000 in loan deferrals or 7% of total loans compared to $112,700,000 in loan deferrals or 24% of total loans at June 30, 2020, the 1st quarterly period we began offering COVID-nineteen loan modifications. For those loan deferrals at March 31, 2021, 81% of the balances were hotel borrowers and 99% of the balances were making interest only or some other form of partial payment. Based on current occupancy trends, we believe this should lead to a continued reduction in deferrals as we move through the fall of 2021. While the pandemic is still very much top of mind, we are seeing signs of improving economic conditions and borrowers that were most impacted by the pandemic continue to steadily improve their financial performance. With the company's strong liquidity and capital position, we believe we are well positioned for growth as the operating environment improves. Thank you, Mr. Jeffs. Thank you, Mr. Hedges. Now I will present the matters to be voted upon. Our first item of business is the election of directors. As described in the proxy statement, the following 9 nominees are standing for election to the Board for 1 year terms, expiring at the company's next scheduled annual shareholders meeting and until their successors have been elected and qualified. Doctor. C. Wayne Alderman, Mr. Terry W. Andress, Mr. J. Tuck Barrett, Mr. Laura J. Cooper, Mr. Robert W. Dumas, Mr. William F. Hamm Jr, Mr. David E. Hounsell, Ms. Anne M. May and Mr. Edward Lee Spencer III. Information with respect to the 9 nominees is set forth in the proxy statement. Our second item of business is the approval of the compensation of the company's named executive officers as disclosed in the proxy statement. It is a nonbinding vote, although the compensation committee and the Board will consider the results of the vote when making future compensation decisions. Our 3rd item of business is the ratification of the appointment of Elliott Davis LLC as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021. Management's statement in support of this vote is set forth in the proxy statement. It is now 3:13 p. M. On May 11, 2021, and the polls are now open. Shareholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. While we are collecting and tabulating votes, we will now address questions received until the poll close. Chairman Dingus, there are currently no questions. Thank you, Ms. Kitclotter. Since there are no questions, we will move on. The time is 3:14 p. M. And the polls are closed. I ask that Computershare tabulate the votes and that the Inspector of Election, Ms. O'Brien, report the preliminary results of voting. The preliminary vote report shows the nominees for election to the Board have been duly elected by a plurality of votes cast by the shares present virtually or by proxy at the meeting and entitled to vote on the election of directors. The compensation of the named executive officers has been approved by advisory vote of a majority of shares present, virtually or by proxy, at the meeting and entitled to vote. And Elliott Davis has been ratified as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, by a majority of shares present virtually or by proxy at the meeting entitled to vote. Thank you, Ms. Aqua. All business having been concluded, I declare the formal portion of the meeting adjourned. As you have heard today and as reported in our annual report, Auburn Bank had a good year in 2020. For the full year of 2020, the company reported net earnings of $7,500,000 or 2.09 dollars per share. The decrease in 20 20 net earnings compared to 2019 was primarily driven by the impact of the coronavirus pandemic, which resulted in an increased provision for loan losses and a lower interest rate environment. I am extremely proud of our organization's response to COVID-nineteen. From maintaining a safe work environment to providing accessibility for our customers and our communities, our team quickly adapted to the challenges during the year and produced meaningful financial results. Mortgage lending income increased by 1,400,000 dollars or 168 percent compared to 2019. Our lending team provided 423 loans for $36,500,000 under the Paycheck Protection Program, supporting over 5,500 jobs. And Auburn National Bank Corporation, Inc. Was named a banking performance powerhouse by bank director as a high performing bank based on total shareholder return generated over a 20 year period ending June 30, 2020. We maintained our dominant market share in Lea County, and we provided assistance due to COVID-nineteen to waived and refunded certain deposit account related fees during the year. We also made contributions to many worthy nonprofit and community organizations that included our time and our financial resources. Our asset quality, capital and liquidity remain very strong and well above regulatory requirements. Looking ahead, we are optimistic about the completion of our new bank office facility in downtown Auburn by year end of 20 21. This new facility, combined with our recently completed parking deck, is a major investment in our bank's future and an opportunity to better serve our community. Building long term value, providing quality service and products for our customers, investing in our people and being a strong corporate contributor continues to be our primary focus in good times and challenging times. 2020 was a challenging year for all of us individually and as a community, but it also provided an opportunity for our team to demonstrate our resiliency, adaptability and commitment to serving our customers and our communities. We want to thank you for your support and loyalty as we strive to continue to be your financial institution of choice. I'd like to thank all of you for attending and for your continued support of the company. We look forward to seeing you in person at our 2022 Annual Shareholders Meeting. This meeting is now adjourned. This concludes the meeting. You may now disconnect.