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 22, 2022 |
|---|
Affinity Bancshares, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-39914 | 86-1339773 |
|---|---|---|
| (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 | ||
| --- |
(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 22, 2022, Affinity Bancshares, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2022. 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 22, 2022](afbi-ex99_1.htm)
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 26, 2022 | By: | /s/ Tessa M. Nolan |
| Tessa M. Nolan<br><br>Senior Vice President and Chief Financial Officer |
EX-99.1
Affinity Bancshares, Inc.
Announces First Quarter 2022
Financial Results
Affinity Bancshares, Inc. (NASDAQ:“AFBI”) (the “Company”), the holding company for Affinity Bank (the “Bank”), today announced net income of $1.8 million for the three months ended March 31, 2022 as compared to $2.1 million for the three months ended March 31, 2021.
| For the three months ended, | ||||||
|---|---|---|---|---|---|---|
| Performance Ratios: | March 31, 2022 | December 31, 2021 | September 30, 2021 | June 30, 2021 | March 31, 2021 | |
| Return on average assets | 0.97% | 0.66% | 0.91% | 1.18% | 1.11% | |
| Return on average equity | 5.97% | 4.36% | 6.00% | 7.95% | 8.03% | |
| Net interest margin | 4.53% | 3.64% | 3.78% | 4.10% | 4.65% | |
| Efficiency ratio | 69.00% | 74.29% | 65.87% | 58.30% | 64.96% |
Results of Operations
Net income was $1.8 million for the three months ended March 31, 2022, as compared to $2.1 million for the three months ended March 31, 2021, as a result of a decrease in Payroll Protection Program (PPP) loan related interest and fee income as we have been receiving forgiveness payments for these loans partially offset by a decrease in interest expense mostly related to the recognition of remaining discounts upon the payoff of acquired FHLB advances.
Net Interest Income and Margin
Net interest income decreased $590,000, and was $7.8 million for the three months ended March 31, 2022, compared to $8.3 million for the three months ended March 31, 2021. Average interest-earning assets decreased by $33.2 million, and was $684.6 million for the three months ended March 31, 2022 compared to $717.8 for the three months ended March 31, 2021. This decrease was a result of the decrease in PPP loans as forgiveness payments were received. Net interest margin for the three months ended March 31, 2022, decreased to 4.53% from 4.65% for the three months ended March 31, 2021. The decrease in net interest margin was primarily due to the decrease in PPP loans as forgiveness payments were received and partially offset by the decrease in interest expense from recognition of remaining discounts upon the payoff of acquired FHLB advances. For the three months ended March 31, 2022, the cost of average interest-bearing liabilities decreased to (0.44)% from 0.76% for the three months ended March 31, 2021, as a result of paying off Federal Home Loan Bank advances and recognizing $1.0 million in accretion from marks on acquired advances. The total cost of deposits was 0.48% for the three months ended March 31, 2022, compared to 0.72% for the three months ended March 31, 2021. The decrease was due to decreasing deposit rates related to the decrease in market rates.
Provision for Loan Losses
For the three months ended March 31, 2022, the provision for loan loss expense was $250,000 compared to $450,000 for the three months ended March 31, 2021. We increased our provision expense in 2021 due to the uncertainty related to the COVID-19 pandemic. As the economy began to improve in 2021 and continued to improve in 2022, less provision expense was required. Net loan charge offs were $3,000 for the three months ended March 31, 2022, compared to net loan recoveries of $1.1 million for the three months ended March 31, 2021. The increase in net recoveries for 2021 was primarily driven by a $1.0 million recovery on a previously charged off commercial real estate loan.
Non-interest Income
For the three months ended March 31, 2022, noninterest income decreased $134,000 to $595,000 compared to $729,000 for the three months ended March 31, 2021. This was a result of the decrease in other non-interest income as income was received in 2021 for a bank-owned life insurance death benefit claim and no such benefit claim was received in 2022.
Non-interest Expense
Operating expenses decreased $134,000, and was $5.8 million for the three months ended March 31, 2022, compared to $5.9 million for the three months ended March 31, 2021, primarily as a result of a decrease in occupancy expense due to facilities consolidation partially offset by an increase in salaries and employee benefits due to the Company’s strategic initiative to attract and retain talent.
Income Tax Expense
We recorded income tax expense of $547,000 for three months ended March 31, 2022, compared to $596,000 for the three months ended March 31, 2021. The higher tax expense for the three months ended March 31, 2021, was primarily due to higher pretax income.
Financial Condition
Total assets decreased by $27.9 million to $760.2 million for the three months ended March 31, 2022, from $788.1 million at December 31, 2021. The decrease was due primarily to a decrease in cash and cash equivalents of $41.9 million due to paying off Federal Home Loan Bank advances and partially offset by an increase in net loans. Cash and equivalents decreased $41.9 million, to $69.9 million for the three months ended March 31, 2022, from $111.8 million at December 31, 2021, as excess liquidity was utilized to payoff Federal Home Loan Bank advances. Total investment securities available for sale decreased by $2.6 million for the three months ended March 31, 2022, as compared to December 31, 2021, as our unrealized loss on the investment portfolio increased. Total net loans increased $17.1 million to $592.9 million at March 31, 2022 from $575.8 million at December 31, 2021, including Paycheck Protection Program (PPP) loans of $7.1 million and $17.9 million at March 31, 2022 and December 31, 2021, respectively. Deposits increased by $13.2 million to $628.0 million at March 31, 2022 compared to $614.8 million at December 31, 2021, which reflected an increase in interest-bearing, market rate, and non-interest-bearing deposits of $17.7 million. The loan-to-deposit ratio at March 31, 2022 was 94.4%, as compared to 93.7% at December 31, 2021. Stockholders’ equity decreased to $116.4 million at March 31, 2022, as compared to $121.0 million at December 31, 2021, primarily due to the decrease in additional paid in capital from the repurchase of 253,779 shares of AFBI stock totaling $3.9 million with an average price per share of $15.53 as well as an increase in accumulated other comprehensive loss related to our investment portfolio.
Asset Quality
The Company’s non-performing loans decreased to $6.3 million at March 31, 2022, as compared to $7.0 million at December 31, 2021. The allowance for loan losses as a percentage of non-performing loans was 138.9% at March 31, 2022, as compared to 122.1% at December 31, 2021. The Company’s allowance for loan losses was 1.46% of total loans for both March 31, 2022 and December 31, 2021.
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.
Average Balance Sheets
The following table sets 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, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||||
| 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 excluding PPP loans | $ | 574,393 | $ | 6,792 | 4.73 | % | $ | 490,660 | $ | 6,204 | 5.06 | % | |||||
| PPP loans | 12,369 | 204 | 6.59 | % | 123,457 | 2,890 | 9.36 | % | |||||||||
| Securities | 48,648 | 260 | 2.14 | % | 23,751 | 94 | 1.59 | % | |||||||||
| Interest-earning deposits | 48,231 | 17 | 0.14 | % | 77,950 | 42 | 0.22 | % | |||||||||
| Other investments | 1,000 | 6 | 2.33 | % | 1,990 | 18 | 3.56 | % | |||||||||
| Total interest-earning assets | 684,641 | 7,279 | 4.25 | % | 717,808 | 9,248 | 5.15 | % | |||||||||
| Non-interest-earning assets | 62,343 | 62,054 | |||||||||||||||
| Total assets | $ | 746,984 | $ | 779,862 | |||||||||||||
| Interest-bearing liabilities: | |||||||||||||||||
| Savings accounts | $ | 86,195 | 83 | 0.38 | % | $ | 94,167 | 107 | 0.45 | % | |||||||
| Interest-bearing checking accounts | 96,273 | 42 | 0.17 | % | 96,513 | 52 | 0.22 | % | |||||||||
| Market rate checking accounts | 144,455 | 88 | 0.25 | % | 124,209 | 133 | 0.43 | % | |||||||||
| Certificates of deposit | 94,465 | 290 | 1.23 | % | 129,913 | 506 | 1.56 | % | |||||||||
| Total interest-bearing deposits | 421,388 | 503 | 0.48 | % | 444,802 | 798 | 0.72 | % | |||||||||
| FHLB advances (4) | 8,821 | (975 | ) | (44.20 | )% | 29,549 | 95 | 1.29 | % | ||||||||
| PPPLF borrowings | — | — | — | 4,150 | 4 | 0.35 | % | ||||||||||
| Other borrowings | — | — | — | 1,555 | 10 | 2.69 | % | ||||||||||
| Total interest-bearing liabilities | 430,209 | (472 | ) | (0.44 | )% | 480,056 | 907 | 0.76 | % | ||||||||
| Non-interest-bearing liabilities | 195,024 | 192,150 | |||||||||||||||
| Total liabilities | 625,233 | 672,206 | |||||||||||||||
| Total stockholders' equity | 121,751 | 107,656 | |||||||||||||||
| Total liabilities and stockholders' equity | $ | 746,984 | $ | 779,862 | |||||||||||||
| Net interest income | $ | 7,751 | $ | 8,341 | |||||||||||||
| Net interest rate spread (1) | 4.69 | % | 4.39 | % | |||||||||||||
| Net interest-earning assets (2) | $ | 254,432 | $ | 237,752 | |||||||||||||
| Net interest margin (3) | 4.53 | % | 4.65 | % | |||||||||||||
| Average interest-earning assets to<br><br>interest-bearing liabilities | 159.14 | % | 149.53 | % |
(1) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
(2) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(3) Net interest margin represents net interest income divided by average total interest-earning assets.
(4) Interest and yield/rate for FHLB advances is negative as a result of paying off FHLB advances and recognizing $1.0 million in accretion from the marks on acquired advances.
AFFINITY BANCSHARES, INC.
Consolidated Balance Sheets
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| (audited) | |||||
| Assets | |||||
| Cash and due from banks, including reserve requirement of 0 at March 31, 2022 and December 31, 2021 | 14,302 | $ | 16,239 | ||
| Interest-earning deposits in other depository institutions | 55,596 | 95,537 | |||
| Cash and cash equivalents | 69,898 | 111,776 | |||
| Investment securities available-for-sale | 45,911 | 48,557 | |||
| Other investments | 1,022 | 2,476 | |||
| Loans, net | 592,887 | 575,825 | |||
| Other real estate owned | 3,538 | 3,538 | |||
| Premises and equipment, net | 3,955 | 3,783 | |||
| Bank owned life insurance | 15,462 | 15,377 | |||
| Intangible assets | 18,701 | 18,749 | |||
| Accrued interest receivable and other assets | 8,834 | 8,007 | |||
| Total assets | 760,208 | $ | 788,088 | ||
| Liabilities and Stockholders' Equity | |||||
| Liabilities: | |||||
| Savings accounts | 86,717 | $ | 86,745 | ||
| Interest-bearing checking | 95,555 | 91,387 | |||
| Market rate checking | 151,443 | 145,969 | |||
| Non-interest-bearing checking | 202,042 | 193,940 | |||
| Certificates of deposit | 92,288 | 96,758 | |||
| Total deposits | 628,045 | 614,799 | |||
| Federal Home Loan Bank advances | 10,000 | 48,988 | |||
| Accrued interest payable and other liabilities | 5,805 | 3,333 | |||
| Total liabilities | 643,850 | 667,120 | |||
| Stockholders' equity: | |||||
| Common stock (par value 0.01 per share, 40,000,000 shares authorized; 6,618,685 issued and outstanding at March 31, 2022 and 6,872,634 issued and outstanding at December 31, 2021) | 66 | 69 | |||
| Preferred stock (10,000,000 shares authorized, no shares outstanding at March 31, 2022 and December 31, 2021) | — | — | |||
| Additional paid in capital | 64,241 | 68,038 | |||
| Unearned ESOP shares | (4,952 | ) | (5,004 | ) | |
| Retained earnings | 60,014 | 58,223 | |||
| Accumulated other comprehensive loss | (3,011 | ) | (358 | ) | |
| Total stockholders' equity | 116,358 | 120,968 | |||
| Total liabilities and stockholders' equity | 760,208 | $ | 788,088 |
All values are in US Dollars.
AFFINITY BANCSHARES, INC.
Consolidated Statements of Income
(unaudited)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| (In thousands) | ||||||
| Interest income: | ||||||
| Loans, including fees | $ | 6,996 | $ | 9,094 | ||
| Investment securities, including dividends | 266 | 112 | ||||
| Interest-earning deposits | 17 | 42 | ||||
| Total interest income | 7,279 | 9,248 | ||||
| Interest expense: | ||||||
| Deposits | 503 | 798 | ||||
| Borrowings | (975 | ) | 109 | |||
| Total interest expense | (472 | ) | 907 | |||
| Net interest income before provision for loan losses | 7,751 | 8,341 | ||||
| Provision for loan losses | 250 | 450 | ||||
| Net interest income after provision for loan losses | 7,501 | 7,891 | ||||
| Noninterest income: | ||||||
| Service charges on deposit accounts | 392 | 334 | ||||
| Other | 203 | 395 | ||||
| Total noninterest income | 595 | 729 | ||||
| Noninterest expenses: | ||||||
| Salaries and employee benefits | 2,942 | 2,383 | ||||
| Deferred compensation | 66 | 64 | ||||
| Occupancy | 582 | 1,052 | ||||
| Advertising | 80 | 80 | ||||
| Data processing | 494 | 481 | ||||
| Other real estate owned | — | 12 | ||||
| Net (gain) loss on sale of other real estate owned | — | (1 | ) | |||
| Legal and accounting | 182 | 177 | ||||
| Organizational dues and subscriptions | 131 | 71 | ||||
| Director compensation | 51 | 50 | ||||
| Federal deposit insurance premiums | 60 | 73 | ||||
| Writedown of premises and equipment | — | 873 | ||||
| FHLB prepayment penalties | 647 | — | ||||
| Other | 523 | 577 | ||||
| Total noninterest expenses | 5,758 | 5,892 | ||||
| Income before income taxes | 2,338 | 2,728 | ||||
| Income tax expense | 547 | 596 | ||||
| Net income | $ | 1,791 | $ | 2,132 | ||
| Basic earnings per share | $ | 0.26 | $ | 0.31 | ||
| Diluted earnings per share | $ | 0.26 | $ | 0.31 |
Explanation of Non-GAAP Financial Measures
Reported amounts are presented in accordance with GAAP. The Company’s management believes that the supplemental non-GAAP information, which consists of reported net income less interest and fees income on PPP
loans plus expenses related to the write-off of a branch building and lease provides a better comparison of the amount of the Company’s earnings. Management also believes that reported loans less PPP loans, deferred loan fees and other loan adjustments (consisting of loans in process), provides a better comparison of the amount of the Company’s loan portfolio. 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 at the end of this document for details on the earnings impact of these items.
| March 31, 2022 | December 31, 2021 | September 30, 2021 | June 30, 2021 | March 31, 2021 | |
|---|---|---|---|---|---|
| (In thousands) | |||||
| Non-GAAP Reconciliation | |||||
| Total Loans | $ 601,693 | $ 584,384 | $ 571,170 | $ 590,011 | $ 626,096 |
| Plus: | |||||
| Fair Value Marks | 1,239 | 1,350 | 1,422 | 1,529 | 1,607 |
| Deferred Loan fees | 958 | 958 | 1,077 | 1,666 | 2,466 |
| Less: | |||||
| Payroll Protection | |||||
| Program Loans | 7,146 | 18,124 | 32,204 | 73,020 | 126,054 |
| Indirect Auto | |||||
| Dealer Reserve | 2,058 | 1,846 | 1,724 | 1,495 | 1,302 |
| Other Loan | |||||
| Adjustments | 69 | 224 | 102 | 447 | 0 |
| Gross Loans | $ 594,617 | $ 566,498 | $ 539,639 | $ 518,244 | $ 502,813 |
| March 31, 2022 | December 31, 2021 | September 30, 2021 | June 30, 2021 | March 31, 2021 | |
| --- | --- | --- | --- | --- | --- |
| (In thousands) | |||||
| Non-GAAP Reconciliation | |||||
| Net Income | $ 1,791 | $ 1,318 | $ 1,805 | $ 2,318 | $ 2,132 |
| Less: | |||||
| PPP Interest Income | 30 | 59 | 121 | 269 | 312 |
| PPP Fee Income | 174 | 271 | 741 | 1,419 | 2,578 |
| Plus: | |||||
| Branch Building and | |||||
| Lease Write-Off | 1,186 | ||||
| Tax Effect | 47 | 84 | 208 | 403 | 372 |
| Non-GAAP Net Income | $ 1,634 | $ 1,072 | $ 1,151 | $ 1,033 | $ 800 |