8-K
Affinity Bancshares, Inc. (AFBI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): April 27, 2023 |
|---|
Affinity Bancshares, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-39914 | 82-1147778 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 3175 Highway 278 | ||
| Covington, Georgia | 30014 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 770 786-7088 | ||
| --- | ||
| Not Applicable | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | AFBI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 27, 2023, Affinity Bancshares, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2023. The press release is attached to this Current Report as Exhibit 99.1. This Current Report and the press release are being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Press Release dated April 27, 2023 |
| 99.2 | afbi-ex99_2.htmSupplemental Financial Information dated April 27, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AFFINITY BANCSHARES, INC. | |||
|---|---|---|---|
| Date: | April 27, 2023 | By: | /s/ Brandi Pajot |
| Brandi Pajot<br>Senior Vice President and Chief Financial Officer |
EX-99
Affinity Bancshares, Inc.
Announces First Quarter 2023
Financial Results
Affinity Bancshares, Inc. (NASDAQ:“AFBI”) (the “Company”), the holding company for Affinity Bank (the “Bank”), today announced net income of $1.7 million for the three months ended March 31, 2023, as compared to $1.8 million for the three months ended March 31, 2022.
| At or for the three months ended, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Ratios: | March 31, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | March 31, 2022 | ||||||||||
| Net income (in thousands) | $ | 1,722 | $ | 1,699 | $ | 1,861 | $ | 1,783 | $ | 1,791 | |||||
| Diluted earnings per share | 0.26 | 0.26 | 0.27 | 0.27 | 0.26 | ||||||||||
| Common book value per share | 18.02 | 17.73 | 17.37 | 17.51 | 17.58 | ||||||||||
| Tangible book value per share (1) | 15.20 | 14.92 | 14.57 | 14.68 | 14.75 | ||||||||||
| Total assets (in thousands) | 932,302 | 791,283 | 776,390 | 766,679 | 760,208 | ||||||||||
| Return on average assets | 0.84 | % | 0.84 | % | 0.95 | % | 0.95 | % | 0.97 | % | |||||
| Return on average equity | 5.90 | % | 5.78 | % | 6.30 | % | 6.13 | % | 5.97 | % | |||||
| Equity to assets | 12.69 | % | 14.80 | % | 14.84 | % | 15.05 | % | 15.31 | % | |||||
| Tangible equity to tangible assets (1) | 10.92 | % | 12.75 | % | 12.75 | % | 12.93 | % | 13.17 | % | |||||
| Net interest margin | 3.58 | % | 3.85 | % | 4.12 | % | 4.06 | % | 4.47 | % | |||||
| Efficiency ratio | 69.73 | % | 71.38 | % | 67.62 | % | 67.23 | % | 69.00 | % | |||||
| (1) Non-GAAP measure - see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and reconciliation to GAAP. |
Net Income
• Net income was $1.7 million for the three months ended March 31, 2023, as compared to $1.8 million for the three months ended March 31, 2022, as a result of an increase in deposit interest expense offset by an increase in interest income and decreases in noninterest expenses.
• Operating net income was $1.7 million and $0.26 diluted earnings per share for the three months ended March 31, 2023, as compared to $1.5 million and $0.22 diluted earnings per share for the three months ended March 31, 2022.
Results of Operations
• Net interest income was $6.9 million for the three months ended March 31, 2023 compared to $7.8 million for the three months ended March 31, 2022, due to an increase in deposit costs and recognition of remaining purchase accounting fair value discounts upon the payoff of acquired Federal Home Loan Bank (FHLB) advances in the first quarter of 2022, partially offset by an increase in interest income on loans.
• Net interest margin for the three months ended March 31, 2023 decreased to 3.58% from 4.53% for the three months ended March 31, 2022. The Company anticipates it will experience continued margin compression in 2023 as a result of recent increases in market interest rates along with the mark on the FHLB advances from acquisition that was recognized upon payoff in first quarter 2022.
• Noninterest income was $552 thousand for the three months ended March 31, 2023 and $595 thousand for the three months ended March 31, 2022. The decrease was attributable to a decrease in mortgage fee income.
• Non-interest expense was $5.2 million and $5.8 million for the three months ended March 31, 2023 and 2022, respectively. The decrease was a result of the FHLB prepayment penalties paid in first quarter 2022.
Financial Condition
• Total assets increased $141.0 million to $932.3 million at March 31, 2023 from $791.3 million at December 31, 2022 to further enhance liquidity.
• Total net loans increased $15.3 million to $652.2 million at March 31, 2023 from $636.9 million at December 31, 2022. The increase was due to steady loan demand.
• Non-owner occupied office loans totaled $26.2 million at March 31, 2023; average LTV on these loans is 45%;
o $10.4 million medical/ dental tenants
o $15.8 million to other various tenants.
• Investment securities held-to-maturity unrealized losses were $1.3 million, net of tax. Investment securities available-for-sale unrealized losses were $6.2 million, net of tax.
• Cash and cash equivalents increased to $136.9 million at March 31, 2023 from $26.3 million at December 31, 2023, primarily due to an increase in deposits.
• Deposits increased by $93.6 million to $750.8 million at March 31, 2023 compared to $657.2 million at December 31, 2022, in part due to increases in certificates of deposits of $116.2 million offset by $22.6 million decreases in non-time deposits, as customers increased deposits in higher-yielding accounts during the current interest rate environment. The certificates of deposits increase included brokered deposits totaling $85.6 million with an average life of three years and an average interest rate of 5.07%.
• Uninsured deposits were approximately $91.9 million and represented 12.1% of total deposits.
• Borrowings increased by $45.0 million to $55.0 million at March 31, 2023 compared to $10.0 million at December 31, 2022 as we continue to evaluate borrowing needs related to enhancing bank liquidity.
Asset Quality
• Non-performing loans increased to $6.9 million at March 31, 2023 from $6.7 million at December 31, 2022.
• The allowance for credit losses as a percentage of non-performing loans was 145.49% at March 31, 2023, as compared to 138.8% at December 31, 2022.
• Allowance for credit losses decreased to 1.40% at March 31, 2023 from 1.46% of total loans at December 31, 2022.
• Net loan charge-offs were $91 thousand for the three months ended March 31, 2023, as compared to $3 thousand for the three months ended March 31, 2022.
About Affinity Bancshares, Inc.
The Company is a Maryland corporation based in Covington, Georgia. The Company’s banking subsidiary, Affinity Bank, opened in 1928 and currently operates a full-service office in Atlanta, Georgia, two full-service offices in Covington, Georgia, and a loan production office serving the Alpharetta and Cumming, Georgia markets.
Forward-Looking Statements
In addition to historical information, this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which describe the future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in general economic conditions, interest rates and inflation; changes in asset quality; our ability to access cost-effective funding; fluctuations in real estate values; changes in laws or regulations; changes in liquidity, including the size and
composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; changes in technology; failures or breaches of our IT security systems; our ability to introduce new products and services and capitalize on growth opportunities; our ability to successfully integrate acquired operations or assets; changes in accounting policies and practices; our ability to retain key employees; and the effects of natural disasters and geopolitical events, including terrorism, conflict and acts of war. These risks and other uncertainties are further discussed in the reports that the Company files with the Securities and Exchange Commission.
Average Balance Sheets
The following tables set forth average balance sheets, average annualized yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are monthly average balances. Non-accrual loans were included in the computation of average balances. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.
| For the Three Months Ended March 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||
| Average<br>Outstanding<br>Balance | Interest | Average<br>Yield/Rate | Average<br>Outstanding<br>Balance | Interest | Average<br>Yield/Rate | ||||||||||
| (Dollars in thousands) | |||||||||||||||
| Interest-earning assets: | |||||||||||||||
| Loans | $ | 651,750 | $ | 8,291 | 5.16 | % | $ | 586,762 | $ | 6,996 | 4.84 | % | |||
| Investment securities held-to-maturity | 32,898 | 503 | 6.20 | % | — | — | — | ||||||||
| Investment securities available-for-sale | 48,844 | 411 | 3.41 | % | 48,648 | 260 | 2.14 | % | |||||||
| Interest-earning deposits and federal funds | 45,758 | 488 | 4.32 | % | 48,231 | 17 | 0.14 | % | |||||||
| Other investments | 2,643 | 35 | 5.39 | % | 1,000 | 6 | 2.33 | % | |||||||
| Total interest-earning assets | 781,893 | 9,728 | 5.05 | % | 684,641 | 7,279 | 4.25 | % | |||||||
| Non-interest-earning assets | 51,044 | 62,343 | |||||||||||||
| Total assets | 832,937 | $ | 746,984 | ||||||||||||
| Interest-bearing liabilities: | |||||||||||||||
| Interest-bearing checking accounts | $ | 91,856 | $ | 45 | 0.20 | % | $ | 96,273 | $ | 42 | 0.17 | % | |||
| Money market accounts | 139,495 | 661 | 1.92 | % | 144,455 | 88 | 0.25 | % | |||||||
| Savings accounts | 95,897 | 552 | 2.34 | % | 86,195 | 83 | 0.38 | % | |||||||
| Certificates of deposit | 149,058 | 1,056 | 2.87 | % | 94,465 | 290 | 1.23 | % | |||||||
| Total interest-bearing deposits | 476,306 | 2,314 | 1.97 | % | 421,388 | 503 | 0.48 | % | |||||||
| FHLB advances and other borrowings | 46,723 | 516 | 4.48 | % | 8,821 | (975 | ) | (44.20 | )% | ||||||
| Total interest-bearing liabilities | 523,029 | 2,830 | 2.19 | % | 430,209 | (472 | ) | (0.44 | )% | ||||||
| Non-interest-bearing liabilities | 191,659 | 195,024 | |||||||||||||
| Total liabilities | 714,688 | 625,233 | |||||||||||||
| Total stockholders' equity | 118,249 | 121,751 | |||||||||||||
| Total liabilities and stockholders' equity | $ | 832,937 | $ | 746,984 | |||||||||||
| Net interest rate spread | 2.86 | % | 4.69 | % | |||||||||||
| Net interest income | $ | 6,898 | $ | 7,751 | |||||||||||
| Net interest margin | 3.58 | % | 4.53 | % |
AFFINITY BANCSHARES, INC.
Consolidated Balance Sheets
(unaudited)
| December 31, 2022 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Cash and due from banks | 5,714 | $ | 2,928 | ||
| Interest-earning deposits in other depository institutions | 131,172 | 23,396 | |||
| Cash and cash equivalents | 136,886 | 26,324 | |||
| Investment securities available-for-sale | 51,154 | 46,200 | |||
| Investment securities held-to-maturity (estimated fair value of 32,507) | 34,119 | 26,527 | |||
| Other investments | 2,996 | 1,082 | |||
| Loans, net | 652,192 | 636,909 | |||
| Other real estate owned | 2,901 | 2,901 | |||
| Premises and equipment, net | 4,156 | 4,257 | |||
| Bank owned life insurance | 15,811 | 15,724 | |||
| Intangible assets | 18,510 | 18,558 | |||
| Other assets | 13,577 | 12,801 | |||
| Total assets | 932,302 | $ | 791,283 | ||
| Liabilities and Stockholders' Equity | |||||
| Liabilities: | |||||
| Non-interest-bearing checking | 183,862 | $ | 190,297 | ||
| Interest-bearing checking | 97,537 | 91,167 | |||
| Money market accounts | 134,872 | 148,097 | |||
| Savings accounts | 92,382 | 101,622 | |||
| Certificates of deposit | 242,186 | 125,989 | |||
| Total deposits | 750,839 | 657,172 | |||
| Federal Home Loan Bank advances and other borrowings | 55,000 | 10,025 | |||
| Accrued interest payable and other liabilities | 8,153 | 6,983 | |||
| Total liabilities | 813,992 | 674,180 | |||
| Stockholders' equity: | |||||
| Common stock (par value 0.01 per share, 40,000,000 shares authorized; 6,566,137 issued and outstanding at March 31, 2023 and 6,605,384 issued and outstanding at December 31, 2022) | 66 | 66 | |||
| Preferred stock (10,000,000 shares authorized, no shares outstanding) | — | — | |||
| Additional paid in capital | 62,549 | 63,130 | |||
| Unearned ESOP shares | (4,743 | ) | (4,795 | ) | |
| Retained earnings | 66,619 | 65,357 | |||
| Accumulated other comprehensive loss | (6,181 | ) | (6,655 | ) | |
| Total stockholders' equity | 118,310 | 117,103 | |||
| Total liabilities and stockholders' equity | 932,302 | $ | 791,283 |
All values are in US Dollars.
AFFINITY BANCSHARES, INC.
Consolidated Statements of Income
(unaudited)
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| (Dollars in thousands except per share amounts) | |||||
| Interest income: | |||||
| Loans, including fees | $ | 8,291 | $ | 6,996 | |
| Investment securities | 949 | 266 | |||
| Interest-earning deposits | 488 | 17 | |||
| Total interest income | 9,728 | 7,279 | |||
| Interest expense: | |||||
| Deposits | 2,314 | 503 | |||
| FHLB advances and other borrowings | 516 | (975 | ) | ||
| Total interest expense | 2,830 | (472 | ) | ||
| Net interest income before provision for credit losses | 6,898 | 7,751 | |||
| Provision for credit losses | 7 | 250 | |||
| Net interest income after provision for credit losses | 6,891 | 7,501 | |||
| Noninterest income: | |||||
| Service charges on deposit accounts | 391 | 392 | |||
| Other | 161 | 203 | |||
| Total noninterest income | 552 | 595 | |||
| Noninterest expenses: | |||||
| Salaries and employee benefits | 3,004 | 3,008 | |||
| Occupancy | 644 | 582 | |||
| Advertising | 97 | 80 | |||
| Data processing | 493 | 494 | |||
| FHLB prepayment penalties | — | 647 | |||
| Other | 956 | 947 | |||
| Total noninterest expenses | 5,194 | 5,758 | |||
| Income before income taxes | 2,249 | 2,338 | |||
| Income tax expense | 527 | 547 | |||
| Net income | $ | 1,722 | $ | 1,791 | |
| Weighted average common shares outstanding | |||||
| Basic | 6,599,672 | 6,806,405 | |||
| Diluted | 6,681,680 | 6,908,665 | |||
| Basic earnings per share | $ | 0.26 | $ | 0.26 | |
| Diluted earnings per share | $ | 0.26 | $ | 0.26 |
Explanation of Certain Unaudited Non-GAAP Financial Measures
Reported amounts are presented in accordance with GAAP. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and, therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Refer to the Non-GAAP Reconciliation table below for details on the earnings impact of these items.
| At or For the Period Ending | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-GAAP Reconciliation | March 31, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | March 31, 2022 | ||||||||||
| Operating net income reconciliation | |||||||||||||||
| Net income (GAAP) | $ | 1,722 | $ | 1,699 | $ | 1,861 | $ | 1,783 | $ | 1,791 | |||||
| FHLB mark from called borrowings | — | — | — | — | 988 | ||||||||||
| FHLB prepayment penalties | — | — | — | — | 647 | ||||||||||
| Income tax expense | — | — | — | — | (87 | ) | |||||||||
| Operating net income | $ | 1,722 | $ | 1,699 | $ | 1,861 | $ | 1,783 | $ | 1,537 | |||||
| Weighted average diluted shares | 6,681,680 | 6,708,922 | 6,752,152 | 6,684,721 | 6,908,665 | ||||||||||
| Adjusted earnings per share | $ | 0.26 | $ | 0.26 | $ | 0.27 | $ | 0.27 | $ | 0.22 | |||||
| Tangible book value per common share reconciliation | |||||||||||||||
| Book Value per common share (GAAP) | $ | 18.02 | $ | 17.73 | $ | 17.37 | $ | 17.51 | $ | 17.58 | |||||
| Effect of goodwill and other intangibles | (2.82 | ) | (2.81 | ) | (2.80 | ) | (2.83 | ) | (2.83 | ) | |||||
| Tangible book value per common share | $ | 15.20 | $ | 14.92 | $ | 14.57 | $ | 14.68 | $ | 14.75 | |||||
| Tangible equity to tangible assets reconciliation | |||||||||||||||
| Equity to assets (GAAP) | 12.69 | % | 14.80 | % | 14.84 | % | 15.05 | % | 15.31 | % | |||||
| Effect of goodwill and other intangibles | (1.77 | )% | (2.05 | )% | (2.09 | )% | (2.12 | )% | (2.14 | )% | |||||
| Tangible equity to tangible assets (1) | 10.92 | % | 12.75 | % | 12.75 | % | 12.93 | % | 13.17 | % | |||||
| (1) Tangible assets is total assets less intangible assets. Tangible equity is total equity less intangible assets. |
AFBI Share Information Book and Tangible Value Per Share * See Non-GAAP Reconciliation
AFBI Selected Data ($ in thousands) Net Earnings 12% increase in Adjusted Net Earnings 18% increase in Adjusted diluted earnings per share * See Non-GAAP reconciliation on Slide 7
AFBI Selected Data Loan Composition As of March 31, 2023
AFBI Selected Data Deposit Composition As of March 31, 2023
AFBI Selected Deposit Data Deposits (in thousands) * All deposits are held at Affinity Bank and include the Company’s own funds. Estimated uninsured deposits are approximately $91.9 million or 12.2% of total deposits.* Consumer deposits total $20.8 million or 22.4 % of estimated uninsured deposits. Business deposits total $71.1 million or 77.6% of estimated uninsured deposits. Consumer and Business demand deposits each represent approximately 50% of total demand deposits. Dental deposits total $130.1 million and represent 17.1 % of total deposits.
AFBI Share Information NON GAAP RECONCILIATION