8-K

Affinity Bancshares, Inc. (AFBI)

8-K 2024-10-25 For: 2024-10-25
View Original
Added on April 06, 2026

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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 25, 2024

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
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Not Applicable
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(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 25, 2024, Affinity Bancshares, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2024. 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 25, 2024
99.2 Supplemental Financial Information dated October 25, 2024
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: October 25, 2024 By: /s/ Brandi Pajot
Brandi Pajot<br>Senior Vice President and Chief Financial Officer

EX-99.1

Affinity Bancshares, Inc.

Announces Third Quarter 2024

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 September 30, 2024, as compared to $1.6 million for the three months ended September 30, 2023.

At or for the three months ended,
Performance Ratios: September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023
Net income (in thousands) $ 1,730 $ 1,031 $ 1,335 $ 1,514 $ 1,623
Diluted earnings per share 0.26 0.16 0.20 0.23 0.25
Common book value per share 20.02 19.49 19.21 18.94 18.50
Tangible book value per share (1) 17.18 16.64 16.36 16.08 15.63
Total assets (in thousands) 878,561 873,582 869,547 843,258 855,431
Return on average assets 0.78 % 0.48 % 0.63 % 0.70 % 0.74 %
Return on average equity 5.43 % 3.33 % 4.38 % 5.03 % 5.42 %
Equity to assets 14.61 % 14.32 % 14.18 % 14.41 % 13.85 %
Tangible equity to tangible assets (1) 12.80 % 12.49 % 12.33 % 12.50 % 11.95 %
Net interest margin 3.52 % 3.71 % 3.38 % 3.32 % 3.36 %
Efficiency ratio 71.48 % 78.74 % 75.96 % 74.30 % 71.78 %
(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 three months ended September 30, 2024 as compared to $1.6 million for the three months ended September 30, 2023, as a result of an increase in net interest income partially offset by an increase in noninterest expenses.

Results of Operations

  • Net interest income was $7.4 million for the three months ended September 30, 2024 compared to $6.9 million for the three months ended September 30, 2023. The increase was due to an increase in interest income on loans, partially offset by a rise in deposit and borrowing costs and a decrease in interest income on interest-earning deposits.

  • Net interest margin for the three months ended September 30, 2024 increased to 3.52% from 3.36% for the three months ended September 30, 2023. The increase in the margin relates to increases in our yield on earning assets exceeding our increases in our deposits and borrowing costs.

  • Noninterest income decreased $64,000 to $566,000 for the three months ended September 30, 2024.

  • Non-interest expense increased $298,000 to $5.7 million for the three months ended September 30, 2024 compared to the respective period in 2023, due to increases in professional fees related to our proposed merger with Atlanta Postal Credit Union and increases in salaries and employee benefits.

  • Net interest income was $21.7 million for the nine months ended September 30, 2024 compared to $20.5 million for the nine months ended September 30, 2023. The increase was due to an increase in interest income on loans

  • and investment securities, partially offset by a rise in deposit and borrowing costs and a decrease in interest income on interest-earning deposits.

  • Net interest margin for the nine months ended September 30, 2024 increased to 3.54% from 3.36% for the nine months ended September 30, 2023. The increase in the margin relates to increases in our yield on earning assets exceeding our increases in our deposits and borrowing costs.

  • Provision for credit losses, which is related to provision on unfunded commitments was $213,000 for the nine months ended September 30, 2024 compared to $7,000 for the nine months ended September 30, 2023.

  • Noninterest income decreased $5,000 to $1.8 million for the nine months ended September 30, 2024.

  • Non-interest expense increased $2.1 million to $18.0 million for the nine months ended September 30, 2024 compared to the respective period in 2023, due to increases in professional fees related to our proposed merger with Atlanta Postal Credit Union and increases in salaries and employee benefits.

Financial Condition

  • Total assets increased $35.3 million to $878.6 million at September 30, 2024 from $843.3 million at December 31, 2023, as we experienced loan growth.
  • Total gross loans increased $37.7 million to $697.6 million at September 30, 2024 from $659.9 million at December 31, 2023. The increase was due to steady loan demand in construction and commercial non-owner occupied properties.
  • Non-owner occupied office loans totaled $32.7 million at September 30, 2024; the average LTV on these loans is 46.6%, including
  • $14.5 million medical/dental tenants and
  • $18.2 million to other various tenants.
  • Investment securities held-to-maturity unrealized gains were $189,000, net of tax. Investment securities available-for-sale unrealized losses were $4.7 million, net of tax.
  • Cash and cash equivalents increased $2.3 million to $52.3 million at September 30, 2024 from $50.0 million at December 31, 2023.
  • Deposits increased by $9.3 million to $683.8 million at September 30, 2024 compared to $674.4 million at December 31, 2023, with a $16.5 million net increase in demand deposits partially offset by $7.1 million decrease in certificates of deposits.
  • Uninsured deposits were approximately $103.7 million at September 30, 2024 and represented 15.2% of total deposits.
  • Borrowings increased by $18.8 million to $58.8 million at September 30, 2024 compared to $40.0 million at December 31, 2023 as we continue to evaluate borrowing needs related to enhancing bank liquidity.

Asset Quality

  • Non-performing loans decreased to $4.9 million at September 30, 2024 from $7.4 million at December 31, 2023.
  • The allowance for credit losses as a percentage of non-performing loans was 172.4% at September 30, 2024, as compared to 120.1% at December 31, 2023.
  • Allowance for credit losses to total loans decreased to 1.20% at September 30, 2024 from 1.35% at December 31, 2023.
  • Net loan charge-offs were $523,000 for the nine months ended September 30, 2024, as compared to net loan charge-offs of $114,000 for the nine months ended September 30, 2023.

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; changes in the value of our goodwill and other intangible assets; 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 Nine Months Ended September 30,
2024 2023
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 $ 681,876 $ 30,575 5.99 % $ 659,416 $ 26,131 5.30 %
Investment securities held-to-maturity 33,892 1,567 6.18 % 33,733 1,549 6.14 %
Investment securities available-for-sale 47,783 1,377 3.85 % 49,616 1,299 3.50 %
Interest-earning deposits and federal funds 51,105 1,964 5.13 % 69,340 2,527 4.87 %
Other investments 5,676 263 6.19 % 2,285 109 6.38 %
Total interest-earning assets 820,332 35,746 5.82 % 814,390 31,615 5.19 %
Non-interest-earning assets 50,238 51,675
Total assets $ 870,570 $ 866,065
Interest-bearing liabilities:
Interest-bearing checking accounts $ 88,243 $ 344 0.52 % $ 92,614 $ 172 0.25 %
Money market accounts 145,284 3,496 3.21 % 139,726 2,472 2.37 %
Savings accounts 73,056 1,563 2.86 % 88,528 1,680 2.54 %
Certificates of deposit 218,641 6,884 4.21 % 207,734 5,691 3.66 %
Total interest-bearing deposits 525,224 12,287 3.12 % 528,602 10,015 2.53 %
FHLB advances and other borrowings 53,857 1,727 4.28 % 33,975 1,109 4.36 %
Total interest-bearing liabilities 579,081 14,014 3.23 % 562,577 11,124 2.64 %
Non-interest-bearing liabilities 166,911 184,871
Total liabilities 745,992 747,448
Total stockholders' equity 124,578 118,617
Total liabilities and stockholders' equity $ 870,570 $ 866,065
Net interest rate spread 2.59 % 2.55 %
Net interest income $ 21,732 $ 20,491
Net interest margin 3.54 % 3.36 %
For the Three Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2024 2023
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 $ 698,877 $ 10,596 6.03 % $ 660,456 $ 9,113 5.47 %
Investment securities held-to-maturity 33,235 511 6.12 % 34,158 525 6.10 %
Investment securities available-for-sale 47,600 435 3.64 % 49,242 461 3.71 %
Interest-earning deposits and federal funds 52,250 668 5.09 % 68,892 889 5.12 %
Other investments 6,091 92 6.01 % 2,053 36 6.96 %
Total interest-earning assets 838,053 12,302 5.84 % 814,801 11,024 5.37 %
Non-interest-earning assets 47,471 51,971
Total assets $ 885,524 $ 866,772
Interest-bearing liabilities:
Interest-bearing checking accounts $ 87,569 $ 127 0.58 % $ 90,682 $ 73 0.32 %
Money market accounts 149,321 1,238 3.30 % 142,346 987 2.75 %
Savings accounts 71,003 509 2.85 % 81,756 569 2.76 %
Certificates of deposit 217,307 2,313 4.23 % 232,276 2,286 3.90 %
Total interest-bearing deposits 525,200 4,187 3.17 % 547,060 3,915 2.84 %
FHLB advances and other borrowings 63,323 701 4.40 % 20,000 208 4.13 %
Total interest-bearing liabilities 588,523 4,888 3.30 % 567,060 4,123 2.88 %
Non-interest-bearing liabilities 170,197 180,868
Total liabilities 758,720 747,928
Total stockholders' equity 126,804 118,844
Total liabilities and stockholders' equity $ 885,524 $ 866,772
Net interest rate spread 2.54 % 2.49 %
Net interest income $ 7,414 $ 6,901
Net interest margin 3.52 % 3.36 %

AFFINITY BANCSHARES, INC.

Consolidated Balance Sheets

(unaudited)

December 31, 2023
Assets
Cash and due from banks 5,316 $ 6,030
Interest-earning deposits in other depository institutions 46,983 43,995
Cash and cash equivalents 52,299 50,025
Investment securities available-for-sale 48,400 48,561
Investment securities held-to-maturity (estimated fair value of 32,571, net of allowance for credit losses of 45 at September 30, 2024 and estimated fair value of 33,835, net of allowance for credit losses of 45 at December 31, 2023) 32,273 34,206
Other investments 6,167 5,434
Loans 697,572 659,876
Allowance for credit loss on loans (8,398 ) (8,921 )
Net loans 689,174 650,955
Other real estate owned 2,850
Premises and equipment, net 3,469 3,797
Bank owned life insurance 16,385 16,086
Intangible assets 18,223 18,366
Other assets 12,171 12,978
Total assets 878,561 $ 843,258
Liabilities and Stockholders' Equity
Liabilities:
Non-interest-bearing checking 161,361 $ 154,689
Interest-bearing checking 87,947 85,362
Money market accounts 151,232 138,673
Savings accounts 69,426 74,768
Certificates of deposit 213,804 220,951
Total deposits 683,770 674,443
Federal Home Loan Bank advances and other borrowings 58,815 40,000
Accrued interest payable and other liabilities 7,600 7,299
Total liabilities 750,185 721,742
Stockholders' equity:
Common stock (par value 0.01 per share, 40,000,000 shares authorized;    6,412,430 issued and outstanding at September 30, 2024 and 6,416,628 issued and outstanding at December 31, 2023) 64 64
Preferred stock (10,000,000 shares authorized, no shares outstanding)
Additional paid in capital 62,049 61,026
Unearned ESOP shares (4,430 ) (4,587 )
Retained earnings 75,441 71,345
Accumulated other comprehensive loss (4,748 ) (6,332 )
Total stockholders' equity 128,376 121,516
Total liabilities and stockholders' equity 878,561 $ 843,258

All values are in US Dollars.

AFFINITY BANCSHARES, INC.

Consolidated Statements of Income

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(Dollars in thousands except per share amounts)
Interest income:
Loans, including fees $ 10,596 $ 9,113 $ 30,575 $ 26,131
Investment securities 1,038 1,022 3,207 2,957
Interest-earning deposits 668 889 1,964 2,527
Total interest income 12,302 11,024 35,746 31,615
Interest expense:
Deposits 4,187 3,915 12,287 10,015
FHLB advances and other borrowings 701 208 1,727 1,109
Total interest expense 4,888 4,123 14,014 11,124
Net interest income before provision for credit losses 7,414 6,901 21,732 20,491
Provision for credit losses 213 7
Net interest income after provision for credit losses 7,414 6,901 21,519 20,484
Noninterest income:
Service charges on deposit accounts 364 426 1,150 1,222
Net gain on sale of other real estate owned 135
Other 202 204 570 638
Total noninterest income 566 630 1,855 1,860
Noninterest expenses:
Salaries and employee benefits 3,257 3,007 9,853 9,047
Occupancy 600 637 1,833 1,919
Data processing 520 525 1,538 1,504
Professional fees 356 160 1,737 475
Other 971 1,077 3,032 2,939
Total noninterest expenses 5,704 5,406 17,993 15,884
Income before income taxes 2,276 2,125 5,381 6,460
Income tax expense 546 502 1,285 1,525
Net income $ 1,730 $ 1,623 $ 4,096 $ 4,935
Weighted average common shares outstanding
Basic 6,412,511 6,417,754 6,415,246 6,500,562
Diluted 6,611,468 6,493,114 6,555,096 6,575,923
Basic earnings per share $ 0.27 $ 0.25 $ 0.64 $ 0.76
Diluted earnings per share $ 0.26 $ 0.25 $ 0.62 $ 0.75

Explanation of Certain Unaudited Non-GAAP Financial Measures

Reported amounts are presented in accordance with GAAP. Additionally, the Company believes the following 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 tables below for details on the earnings impact of these items.

For the Three Months Ended
Non-GAAP Reconciliation September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023
Tangible book value per common share reconciliation
Book Value per common share (GAAP) $ 20.02 $ 19.49 $ 19.21 $ 18.94 $ 18.50
Effect of goodwill and other intangibles (2.84 ) (2.85 ) (2.85 ) (2.86 ) (2.87 )
Tangible book value per common share $ 17.18 $ 16.64 $ 16.36 $ 16.08 $ 15.63
Tangible equity to tangible assets reconciliation
Equity to assets (GAAP) 14.61 % 14.32 % 14.18 % 14.41 % 13.85 %
Effect of goodwill and other intangibles (1.81 )% (1.83 )% (1.85 )% (1.91 )% (1.90 )%
Tangible equity to tangible assets (1) 12.80 % 12.49 % 12.33 % 12.50 % 11.95 %
(1) Tangible assets is total assets less intangible assets. Tangible equity is total equity less intangible assets.

Slide 1

Slide 2

AFBI Selected Data COMPANY HIGHLIGHTS $878.6 million in assets $697.6 million in loans $683.8 million in deposits 4.20% growth in assets 5.7% growth in loans 1.4% growth in deposits As of 2024 Q3 YTD 2024

Slide 3

AFBI Selected Data COMPANY HIGHLIGHTS $32.7 million in NOO office loans 46.6% avg LTV on NOO office loans 36.5% DDA/Total Deposits $1.7 million in Q3 2024 earnings 15.2% uninsured deposits approximately $0.26 Diluted Earnings per Share

Slide 4

AFBI Selected Data Tangible Book Value Calculation Tangible Equity Shares Outstanding Tangible Book Value Ending balance December 31, 2023 $103,150 6,417 $16.08 Stock Activity 1,022 Unearned stock comp change 157 AOCI Change 1,584 Effect of goodwill and other intangibles 144 Net earnings before stock compensation 4,955 Stock Compensation, net of taxes (859) Ending balance September 30, 2024 $110,153 6,412 $17.18 (in thousands, including shares, except for tangible book value) * See Non-GAAP Reconciliation

Slide 5

AFBI Selected Data Loan Composition as of September 30, 2024

Slide 6

AFBI Selected Data Deposit Composition as of September 30, 2024

Slide 7

AFBI Selected Deposit Data DEPOSITS * All deposits are held at Affinity Bank and include the Company’s own funds. Estimated uninsured deposits are approximately $103.7 million or 15.2% of total deposits.* Consumer deposits total $23.9 million or 23.1% of estimated uninsured deposits. Business deposits total $79.8 million or 76.9% of estimated uninsured deposits. Demand deposits represent 36% of total deposits. Consumer and Business demand deposits each represent approximately 46% and 54% of total demand deposits. Dental deposits total $109.9 million and represent 16.1% of total deposits. Cost of Funds – 2.58% 3Q24, 2.47% 2Q24, and 2.42% 1Q24

Slide 8

AFBI Share Information NON-GAAP RECONCILIATION