8-K

Affinity Bancshares, Inc. (AFBI)

8-K 2021-10-29 For: 2021-10-27
View Original
Added on April 06, 2026

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): October 27, 2021

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 October 27, 2021, Affinity Bancshares, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2021. 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 October 27, 2021

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: October 29, 2021 By: /s/ Tessa M. Nolan
Tessa M. Nolan<br>Senior Vice President and Chief Financial Officer

EX-99.1

Affinity Bancshares, Inc

Announces Third Quarter 2021

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 September 30, 2021 as compared to $1.9 million for the corresponding prior year period. For the nine months ended September 30, 2021, the Company reported net income of $6.3 million as compared to $1.7 million for the corresponding prior year period.

For the three months ended, For the nine months ended,
Performance Ratios: September 30, 2021 June 30, 2021 March 31, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Return on average assets 0.91% 1.18% 1.11% 0.90% 1.06% 0.31%
Return on average equity 6.00% 7.95% 8.03% 9.46% 7.29% 2.86%
Net interest margin 3.78% 4.10% 4.65% 3.81% 4.17% 3.69%
Efficiency ratio 65.87% 58.30% 64.96% 60.95% 63.08% 82.94%

Results of Operations

Net income was $1.8 million for the three months ended September 30, 2021, compared to $1.9 million for the three months ended September 30, 2020. We have strategically made additional hires to further enhance our business development efforts. Net income increased $4.6 million to $6.3 million for the nine months ended September 30, 2021, compared to $1.7 million for the nine months ended September 30, 2020. Our net income in 2020 was reduced as a result of merger related expenses. Merger related expenses for the nine months ended September 30, 2020, were $2.8 million.

Net Interest Income and Margin

Net interest income decreased $300,000, and was $6.9 million for the three months ended September 30, 2021, compared to $7.2 million for the three months ended September 30, 2020. Average interest-earning assets decreased by $34.5 million for the three months ended September 30, 2021. Net interest income increased $4.4 million, and was $22.6 million for the nine months ended September 30, 2021, compared to $18.2 million for the nine months ended September 30, 2020. Average interest-earning assets increased by $66.2 million for the nine months ended September 30, 2021. Net interest margin for the three months ended September 30, 2021, decreased to 3.78%, from 3.81% for the same prior year period. The net interest margin compression was primarily due to the excess balance sheet liquidity and the lower interest rate environment. Net interest margin for the nine months ended September 30, 2021, increased to 4.17% from 3.69% for the same prior year period. For the three months ended September 30, 2021, the cost of average interest-bearing liabilities decreased to 0.65% from 1.00% for the corresponding prior year period. For the nine months ended September 30, 2021, the cost of average interest-bearing liabilities decreased to 0.69% from 1.18% for the corresponding prior year period. The total cost of deposits (including non-interest-bearing deposits) was 0.60% for the three months ended September 30, 2021 compared to 1.03% for the three months ended September 30, 2020. For the nine months ended September 30, 2021, the cost of deposits was 0.66% compared to 1.21% for the nine months ended September 30, 2020. The decrease was due to decreasing deposit rates related to the decrease in market rates.

Provision for Loan Losses

For the three months ended September 30, 2021, the provision for loan loss expense was $225,000 compared to $600,000 for the three months ended September 30, 2020. We increased our provision expense in 2020 due to the uncertainty related to the pandemic. For the nine months ended September 30, 2021, the provision for loan loss expense was $975,000 compared to $1.4 million for the nine months ended September 30, 2020. As the economy began to improve in 2021, less provision expense was required. Net loan recoveries were $19,000 for the three months ended September 30, 2021, compared

to $125,000 for the three months ended September 30, 2020. Net loan recoveries were $295,000 for the nine months ended September 30, 2021, compared to $177,00 for the nine months ended September 30, 2020.

Non-interest Income

For the three months ended September 30, 2021, noninterest income increased $225,000 to $771,000 compared to $546,000 for the three months ended September 30, 2020. This was a result of increases in service charges on deposits accounts, interchange income, and secondary market fee income. For the nine months ended September 30, 2021, noninterest income increased $508,000 to $2.1 million compared to $1.6 million the nine months ended September 30, 2020, due to income received from a bank-owned life insurance death benefit claim, an increase in service charges on deposits accounts, and gains on the sale of Bank owned properties.

Non-interest Expense

Operating expenses increased $275,000 to $5.0 million for the three months ended September 30, 2021, compared to $4.8 million for the three months ended September 30, 2020. We have strategically made additional hires to further enhance our business development efforts. Operating expenses decreased $817,000 to $15.6 million for the nine months ended September 30, 2021 compared to $16.4 million for the nine months ended September 30, 2020. We had an increase in salary and employee expense in 2020 due to the merger.

Income Tax Expense

We recorded income tax expense of $575,000 for each of the three months ended September 30, 2021 and 2020. We recorded income tax expense of $1.9 million for the nine months ending September 30, 2021 compared to $324,000 for the nine months ended September 30, 2020. The effective tax rate was 24.17% for the three months ended September 30, 2021 compared to 23.53% for the three months ended September 30, 2020. The effective tax rate was 23.26% for the nine months ended September 30, 2021 compared to 16.40% for the nine months ended September 30, 2020. The higher effective tax rate for the current year nine-month period was primarily due to higher net income before taxes in 2021.

Financial Condition

Total assets decreased by $60.7 million to $790.0 million at September 30, 2021, from $850.6 million at December 31, 2020. The decrease was due primarily to a decrease in cash and cash equivalents of $47.3 million due to our no longer using the Paycheck Protection Liquidity Facility (PPPLF) for funding as well as a decrease in net loans of $28.7 million. Cash and equivalents decreased $47.3 million, to $130.9 million at September 30, 2021, from $178.3 million at December 31, 2020, as the PPPLF was not used for funding at quarter end and excess cash from the stock offering was returned. Total investment securities available for sale increased by $20.0 million at September 30, 2021, as compared to December 31, 2020, as we deployed excess liquidity. Total loans decreased $27.4 million to $571.2 million at September 30, 2021 from $598.6 million at December 31, 2021, including PPP loans of $31.7 million and $101.8 million at September 30, 2021 and December 31, 2020, respectively. Deposits decreased by $24.9 million to $615.2 million at September 30, 2021 compared to $640.2 million at December 31, 2020, which reflected a decrease in certificate of deposits of $26.7 million, partly offset by an increase in non-interest-bearing deposits of $36.2 million. The loan-to-deposit ratio at September 30, 2021 was 91.6%, as compared to 92.5% at December 31, 2020. Interest-bearing checking accounts decreased $47.1 million as a result of the completion of the second step conversion. Stockholders’ equity increased to $119.7 million at September 30, 2021, as compared to $80.8 million at December 31, 2020, primarily due to the completion of our mutual-to-stock conversion and related stock offering on January 20, 2021. We sold 3,701,509 shares of common stock at $10.00 per share and raised gross proceeds of $37.1 million in the offering.

Asset Quality

The Company’s non-performing loans increased to $6.2 million at September 30, 2021, as compared to $4.9 million at December 31, 2020. The allowance for loan losses as a percentage of non-performing loans was 122.8% at September 30, 2021, as compared to 129.8% at December 31, 2020. The Company’s allowance for loan losses was 1.33% of total loans at September 30, 2021, as compared to 1.06% at December 31, 2020. The allowance as a percentage of total loans increased due to the decrease in PPP loans.

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 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 September 30,
2021 2020
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 $ 520,273 $ 6,470 4.97 % $ 500,615 $ 6,418 5.13 %
PPP loans 48,169 862 7.16 % 130,352 2,108 6.47 %
Securities 40,569 216 2.13 % 20,619 80 1.55 %
Interest-earning deposits 115,330 53 0.18 % 107,029 36 0.13 %
Other investments 2,476 21 3.37 % 2,722 29 4.26 %
Total interest-earning assets 726,817 7,622 4.19 % 761,338 8,671 4.56 %
Non-interest-earning assets 64,408 67,455
Total assets $ 791,225 $ 828,793
Interest-bearing liabilities:
Savings accounts $ 93,717 100 0.43 % $ 100,335 206 0.82 %
Interest-bearing checking accounts 83,519 43 0.21 % 71,374 69 0.38 %
Market rate checking accounts 136,984 117 0.34 % 121,118 227 0.75 %
Certificates of deposit 105,285 369 1.40 % 157,911 661 1.68 %
Total interest-bearing deposits 419,505 629 0.60 % 450,738 1,163 1.03 %
FHLB advances 49,039 132 1.07 % 46,362 159 1.37 %
PPPLF borrowings 59,118 52 0.35 %
Other borrowings 10,717 46 1.72 %
Total interest-bearing liabilities 468,544 761 0.65 % 566,935 1,420 1.00 %
Non-interest-bearing liabilities 203,336 183,275
Total liabilities 671,880 750,210
Total stockholders' equity 119,345 78,583
Total liabilities and stockholders' equity $ 791,225 $ 828,793
Net interest income $ 6,861 $ 7,251
Net interest rate spread (1) 3.55 % 3.56 %
Net interest-earning assets (2) $ 258,273 $ 194,403
Net interest margin (3) 3.78 % 3.81 %
Average interest-earning assets to interest-bearing liabilities 155.12 % 134.29 %

____________________________

(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.

For the Nine Months Ended September 30,
2021 2020
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 $ 503,373 $ 18,98 5 5.03 % $ 497,271 $ 19,497 5.23 %
PPP loans 92,651 5,439 7.83 % 67,871 2,549 5.01 %
Securities 31,374 472 2.01 % 18,871 304 2.15 %
Interest-earning deposits 92,880 134 0.19 % 69,617 185 0.35 %
Federal Home Loan Bank of Atlanta stock 2,273 57 3.32 % 2,692 88 4.36 %
Total interest-earning assets 722,551 25,087 4.63 % 656,322 22,623 4.60 %
Non-interest-earning assets 63,028 60,721
Total assets $ 785,579 $ 717,043
Interest-bearing liabilities:
Savings accounts $ 93,823 310 0.44 % $ 85,261 725 1.13 %
Interest-bearing checking accounts 88,154 138 0.21 % 65,285 214 0.44 %
Market rate checking accounts 130,933 378 0.39 % 108,383 794 0.98 %
Certificates of deposit 114,623 1,284 1.49 % 159,240 2,056 1.72 %
Total interest-bearing deposits 427,533 2,110 0.66 % 418,169 3,790 1.21 %
FHLB advances 41,471 350 1.13 % 49,770 531 1.42 %
PPPLF borrowings 1,368 4 0.35 % 24,255 63 0.35 %
Other borrowings 559 11 2.58 % 8,054 55 0.92 %
Total interest-bearing liabilities 470,931 2,475 0.69 % 500,248 4,439 1.18 %
Non-interest-bearing liabilities 199,971 139,728
Total liabilities 670,902 639,976
Total stockholders' equity 114,677 77,066
Total liabilities and stockholders' equity $ 785,579 $ 717,042
Net interest income $ 22,612 $ 18,184
Net interest rate spread (1) 3.94 % 3.42 %
Net interest-earning assets (2) $ 251,620 $ 156,074
Net interest margin (3) 4.17 % 3.69 %
Average interest-earning assets to interest-bearing liabilities 153.43 % 131.20 %

____________________________

(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.

AFFINITY BANCSHARES, INC.

Consolidated Balance Sheets

December 31, 2020
Assets
Cash and due from banks, including reserve requirement of 0 at September 30, 2021    and December 31, 2020 17,321 $ 5,552
Interest-earning deposits in other depository institutions 113,589 172,701
Cash and cash equivalents 130,910 178,253
Investment securities available-for-sale 44,071 24,005
Other investments 2,476 1,596
Loans, net 563,539 592,254
Other real estate owned 1,292
Premises and equipment, net 7,425 8,617
Bank owned life insurance 15,285 15,311
Intangible assets 18,797 18,940
Accrued interest receivable and other assets 7,462 10,360
Total assets 789,965 $ 850,628
Liabilities and Stockholders' Equity
Liabilities:
Savings accounts 92,003 $ 96,591
Interest-bearing checking 82,750 129,813
Market rate checking 138,592 121,317
Non-interest-bearing checking 196,990 160,819
Certificate of deposits 104,896 131,625
Total deposits 615,231 640,165
Federal Home Loan Bank advances 49,020 19,117
Paycheck Protection Program Liquidity Facility (PPPLF) borrowings 100,813
Other borrowings 5,000
Accrued interest payable and other liabilities 6,011 4,748
Total liabilities 670,262 769,843
Stockholders' equity:
Common stock (par value 0.01 per share, 40,000,000 shares authorized,    6,872,634 issued and outstanding at September 30, 2021 and 19,000,000    shares authorized, 6,968,469 issued and 6,865,653 outstanding at December 31, 2020) (1) 69 77
Preferred stock (10,000,000 shares authorized, no shares outstanding at September 30,    2021 and 1,000,000 shares authorized, no shares outstanding at December 31, 2020)
Additional paid in capital 67,899 33,620
Treasury stock, 102,816 shares at December 31, 2020, at cost (1) (1,268 )
Unearned ESOP shares (5,056 ) (2,453 )
Retained earnings 56,905 50,650
Accumulated other comprehensive (loss) income (114 ) 159
Total stockholders' equity 119,703 80,785
Total liabilities and stockholders' equity 789,965 $ 850,628

All values are in US Dollars.

(1) Amounts related to periods prior to the date of Conversion (January 20, 2021) have been restated to give the retroactive recognition to the exchange ratio applied in the Conversion (0.90686).

AFFINITY BANCSHARES, INC.

Consolidated Statements of Operations

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
(In thousands)
Interest income:
Loans, including fees $ 7,332 $ 8,526 $ 24,424 $ 22,046
Investment securities, including dividends 237 109 529 392
Interest-earning deposits 53 36 134 185
Total interest income 7,622 8,671 25,087 22,623
Interest expense:
Deposits 629 1,163 2,110 3,789
Borrowings 132 257 365 649
Total interest expense 761 1,420 2,475 4,438
Net interest income before provision for loan losses 6,861 7,251 22,612 18,185
Provision for loan losses 225 600 975 1,400
Net interest income after provision for loan losses 6,636 6,651 21,637 16,785
Noninterest income:
Service charges on deposit accounts 416 351 1,126 1,009
Gain on sales of investment securities available-for-sale 20
Other 355 195 980 569
Total noninterest income 771 546 2,106 1,598
Noninterest expenses:
Salaries and employee benefits 2,715 2,415 7,609 8,767
Deferred compensation 62 70 188 211
Occupancy 633 734 2,329 2,071
Advertising 116 40 296 173
Data processing 520 523 1,518 1,773
Other real estate owned 9 19 11
Net (gain) loss on sale of other real estate owned 159 (127 ) 188
Legal and accounting 153 230 555 1,196
Organizational dues and subscriptions 105 70 266 238
Director compensation 50 51 150 153
Federal deposit insurance premiums 61 51 201 304
Writedown of premises and equipment 14 888
Other 598 400 1,700 1,324
Total noninterest expenses 5,027 4,752 15,592 16,409
Income before income taxes 2,380 2,445 8,151 1,974
Income tax expense 575 575 1,896 324
Net income (loss) $ 1,805 $ 1,870 $ 6,255 $ 1,650
Basic earnings per share (1) $ 0.26 $ 0.25 $ 0.90 $ 0.22
Diluted earnings per share (1) $ 0.26 $ 0.25 $ 0.89 $ 0.22

(1) Amounts related to periods prior to the date of the Conversion (January 20, 2021) have been restated to give the retroactive recognition to the exchange ratio applied in the Conversion (0.90686-to-one).

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Non-GAAP Reconciliation

Reported amounts for total loans are presented in accordance with GAAP. The Company’s management believes that the following supplemental non-GAAP information, which consists of total loans excluding 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 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.

September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020
(In thousands)
Non-GAAP Reconciliation
Total Loans $ 571,170 $ 590,011 $ 626,096 $ 598,615
Plus:
Fair Value Marks 1,423 1,497 1,607 1,773
Less:
Payroll Protection Program<br><br>loans 31,715 71,862 123,996 100,142
Deferred loan fees 1,136 987 878 795
Other Loan Adjustments 103 415 16 591
Gross Loans $ 539,639 $ 18,244 $ 502,813 $ 498,860