8-K

Affinity Bancshares, Inc. (AFBI)

8-K 2024-02-01 For: 2024-02-01
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): February 01, 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
---
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 February 1, 2024, Affinity Bancshares, Inc. issued a press release announcing its financial results for the quarter ended December 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 February 1, 2024
99.2 /exhibitSupplemental Financial Information dated February 1, 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: February 1, 2024 By: /s/ Brandi Pajot
Brandi Pajot<br>Senior Vice President and Chief Financial Officer

EX-99.1

Affinity Bancshares, Inc.

Announces Fourth Quarter and Full Year 2023

Financial Results

Affinity Bancshares, Inc. (NASDAQ:“AFBI”) (the “Company”), February 1, 2024, the holding company for Affinity Bank (the “Bank”), today announced net income of $1.5 million for the three months ended December 31, 2023, as compared to $1.7 million for the three months ended December 31, 2022.

At or for the three months ended,
Performance Ratios: December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022
Net income (in thousands) $ 1,514 $ 1,623 $ 1,590 $ 1,722 $ 1,699
Diluted earnings per share 0.23 0.25 0.24 0.26 0.26
Common book value per share 18.94 18.50 18.34 18.02 17.73
Tangible book value per share (1) 16.08 15.63 15.47 15.20 14.92
Total assets (in thousands) 843,258 855,431 876,905 932,302 791,283
Return on average assets 0.70 % 0.74 % 0.71 % 0.84 % 0.84 %
Return on average equity 5.03 % 5.42 % 5.37 % 5.90 % 5.78 %
Equity to assets 14.41 % 13.85 % 13.45 % 12.69 % 14.80 %
Tangible equity to tangible assets (1) 12.50 % 11.95 % 11.59 % 10.92 % 12.75 %
Net interest margin 3.32 % 3.36 % 3.17 % 3.58 % 3.85 %
Efficiency ratio 74.30 % 71.78 % 71.68 % 69.73 % 71.38 %
(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 $1.5 million for the three months ended December 31, 2023, as compared to $1.7 million for the three months ended December 31, 2022, as a result of an increase in deposit interest expense offset partially by an increase in interest income.

• Net income was $6.4 million for the year ended December 31, 2023 as compared to $7.1 million for the year ended December 31, 2022, as a result of an increase in deposit interest expense and recognition of the remaining fair value mark on acquired Federal Home Loan Bank ("FHLB") advances that was recognized upon payoff during the first quarter 2022, partially offset by an increase in interest income.

.

Results of Operations

• Net interest income was $6.7 million for the three months ended December 31, 2023 compared to $7.3 million for the three months ended December 31, 2022. The decrease was due to an increase in deposit costs partially offset by an increase in interest income.

• Net interest income was $27.2 million for the year ended December 31, 2023 compared to $29.8 million for the year ended December 31, 2022. The decrease was due to an increase in deposit costs and recognition of the remaining fair value mark on acquired FHLB advances that was recognized upon payoff during the first quarter of 2022, partially offset by an increase in interest income.

• Net interest margin for the three months ended December 31, 2023 decreased to 3.32% from 3.85% for the three months ended December 31, 2022. Net interest margin for the year ended December 31, 2023 decreased to 3.35% from 4.14% for the year ended December 31, 2022. The decreases in the margin relate to increases in our costs of

funds exceeding our increases in our yield on interest-earning assets. The decrease in the margin for the year ended December 31, 2023 was also impacted by the fair value mark on the FHLB advances from acquisition that was recognized upon payoff during the first quarter of 2022.

o Adjusted net interest margin for the year ended December 31, 2023 (see Non-GAAP reconciliation) decreased 65 basis points from 4.00% for the year ended December 31, 2022 to 3.35%.

• Noninterest income increased $40,000 to $606,000 for the three months ended December 31, 2023 and had an increase of $64,000 to $2.5 million for the year ended December 31, 2023 as compared to 2022.

• Non-interest expense decreased $209,000 to $5.4 million for the three months ended December 31, 2023 compared to the same period in 2022, due to decreases in salaries, occupancy, and advertising expenses offset by increases in data processing and other expenses. Non-interest expense decreased $808,000 to $21.3 million for the year ended December 31, 2023 compared to 2022 and was a result of the FHLB prepayment penalties paid in the first quarter of 2022 and decreases in advertising expense and other expenses.

Financial Condition

• Total assets increased $52.0 million to $843.3 million at December 31, 2023 from $791.3 million at December 31, 2022, as we increased cash to further enhance liquidity.

• Total gross loans increased $13.6 million to $659.9 million at December 31, 2023 from $646.2 million at December 31, 2022.

• Non-owner occupied office loans totaled $26.7 million at December 31, 2023; average loan-to-value ratio on these loans is 41.0%, including

o $11.0 million medical/dental tenants and

o $15.7 million to other various tenants.

• Investment securities held-to-maturity unrealized losses were $277,000, net of tax. Investment securities available-for-sale unrealized losses were $6.3 million, net of tax.

• Cash and cash equivalents increased $23.7 million to $50.0 million at December 31, 2023 from $26.3 million at December 31, 2022, primarily due to an increase in deposits and borrowings.

• Deposits increased by $17.2 million to $674.4 million at December 31, 2023 compared to $657.2 million at December 31, 2022, in part due to an increase in certificates of deposits of $95.0 million offset by a $77.7 million decrease in non-time deposits, as customers increased deposits in higher-yielding accounts during the current interest rate environment. The certificates of deposit increase included brokered deposits issued in 2023 totaling $72.4 million. Brokered deposits have an average life of 2.4 years and an average interest rate of 4.87%.

• Uninsured deposits were approximately $95.5 million at December 31, 2023 and represented 14.0% of total deposits, excluding deposits collateralized by public funds and internal accounts.

• Borrowings increased by $30.0 million to $40.0 million at December 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 $7.4 million at December 31, 2023 from $6.7 million at December 31, 2022.

• The allowance for credit losses as a percentage of non-performing loans was 120.1% at December 31, 2023, as compared to 138.8% at December 31, 2022.

• Allowance for credit losses to total loans decreased to 1.35% at December 31, 2023 from 1.46% at December 31, 2022.

• Net loan charge-offs were $404,000 for the year ended December 31, 2023, as compared to net recoveries of $62,000 for the year ended December 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; 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; the effects of any pandemic; 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 December 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 $ 661,913 $ 9,290 5.57 % $ 650,922 $ 8,032 4.90 %
Investment securities held-to-maturity 34,194 528 6.13 % 8,809 130 5.85 %
Investment securities available-for-sale 47,268 473 3.97 % 42,653 323 3.00 %
Interest-earning deposits and federal funds 53,442 709 5.26 % 53,238 485 3.61 %
Other investments 5,177 83 6.36 % 758 8 4.19 %
Total interest-earning assets 801,994 11,083 5.48 % 756,380 8,978 4.71 %
Non-interest-earning assets 52,938 50,538
Total assets $ 854,932 $ 806,918
Interest-bearing liabilities:
Interest-bearing checking accounts $ 90,298 $ 99 0.43 % $ 95,200 $ 42 0.18 %
Money market accounts 143,312 1,069 2.96 % 161,901 470 1.15 %
Savings accounts 76,732 558 2.89 % 103,772 499 1.91 %
Certificates of deposit 221,817 2,352 4.21 % 117,102 610 2.07 %
Total interest-bearing deposits 532,159 4,078 3.04 % 477,975 1,621 1.35 %
FHLB advances and other borrowings 29,348 300 4.06 % 2,717 20 2.92 %
Total interest-bearing liabilities 561,507 4,378 3.09 % 480,692 1,641 1.35 %
Non-interest-bearing liabilities 174,077 209,683
Total liabilities 735,584 690,375
Total stockholders' equity 119,348 116,543
Total liabilities and stockholders' equity $ 854,932 $ 806,918
Net interest rate spread 2.39 % 3.36 %
Net interest income $ 6,705 $ 7,337
Net interest margin 3.32 % 3.85 %
For the Year Ended December 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 $ 660,045 $ 35,422 5.37 % $ 624,908 $ 30,045 4.81 %
Investment securities held-to-maturity 33,850 2,078 6.14 % 2,220 130 5.86 %
Investment securities available-for-sale 49,024 1,772 3.61 % 45,594 1,150 2.52 %
Interest-earning deposits and federal funds 65,333 3,236 4.95 % 45,674 771 1.69 %
Other investments 3,014 192 6.37 % 1,027 38 3.70 %
Total interest-earning assets 811,266 42,700 5.26 % 719,423 32,134 4.47 %
Non-interest-earning assets 51,987 51,397
Total assets $ 863,253 $ 770,820
Interest-bearing liabilities:
Interest-bearing checking accounts $ 92,030 $ 271 0.29 % $ 96,892 $ 176 0.18 %
Money market accounts 140,630 3,542 2.52 % 154,237 752 0.49 %
Savings accounts 85,555 2,238 2.62 % 89,015 856 0.96 %
Certificates of deposit 211,285 8,042 3.81 % 97,948 1,449 1.48 %
Total interest-bearing deposits 529,500 14,093 2.66 % 438,092 3,233 0.74 %
FHLB advances and other borrowings 32,808 1,409 4.29 % 9,887 (854 ) (8.64 )%
Total interest-bearing liabilities 562,308 15,502 2.76 % 447,979 2,379 0.53 %
Non-interest-bearing liabilities 182,144 204,842
Total liabilities 744,452 652,821
Total stockholders' equity 118,801 117,999
Total liabilities and stockholders' equity $ 863,253 $ 770,820
Net interest rate spread 2.50 % 3.94 %
Net interest income $ 27,198 $ 29,755
Net interest margin 3.35 % 4.14 %

AFFINITY BANCSHARES, INC.

Consolidated Balance Sheets

December 31, 2022
Assets
Cash and due from banks 6,030 $ 2,928
Interest-earning deposits in other depository institutions 43,995 23,396
Cash and cash equivalents 50,025 26,324
Investment securities available-for-sale 48,561 46,200
Investment securities held-to-maturity (estimated fair value of 33,835, net of allowance for credit losses of 45 at December 31, 2023 and estimated fair value of 26,251 at December 31, 2022) 34,206 26,527
Other investments 5,434 1,082
Loans 659,876 646,234
Allowance for credit loss on loans (8,921 ) (9,325 )
Net loans 650,955 636,909
Other real estate owned 2,850 2,901
Premises and equipment, net 3,797 4,257
Bank owned life insurance 16,086 15,724
Intangible assets 18,366 18,558
Other assets 12,978 12,801
Total assets 843,258 $ 791,283
Liabilities and Stockholders' Equity
Liabilities:
Non-interest-bearing checking 154,689 $ 190,297
Interest-bearing checking 85,362 91,167
Money market accounts 138,673 148,097
Savings accounts 74,768 101,622
Certificates of deposit 220,951 125,989
Total deposits 674,443 657,172
Federal Home Loan Bank advances and other borrowings 40,000 10,025
Accrued interest payable and other liabilities 7,299 6,983
Total liabilities 721,742 674,180
Stockholders' equity:
Common stock (par value 0.01 per share, 40,000,000 shares authorized;    6,416,628 issued and outstanding at December 31, 2023 and 6,605,384    issued and outstanding at December 31, 2022) 64 66
Preferred stock (10,000,000 shares authorized, no shares outstanding)
Additional paid in capital 61,026 63,130
Unearned ESOP shares (4,587 ) (4,795 )
Retained earnings 71,345 65,357
Accumulated other comprehensive loss (6,332 ) (6,655 )
Total stockholders' equity 121,516 117,103
Total liabilities and stockholders' equity 843,258 $ 791,283

All values are in US Dollars.

AFFINITY BANCSHARES, INC.

Consolidated Statements of Income

(unaudited)

Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
(Dollars in thousands except per share amounts)
Interest income:
Loans, including fees $ 9,290 $ 8,032 $ 35,422 $ 30,045
Investment securities 1,084 461 4,042 1,318
Interest-earning deposits 709 485 3,236 771
Total interest income 11,083 8,978 42,700 32,134
Interest expense:
Deposits 4,078 1,621 14,093 3,233
FHLB advances and other borrowings 300 20 1,409 (854 )
Total interest expense 4,378 1,641 15,502 2,379
Net interest income before provision for credit losses 6,705 7,337 27,198 29,755
Provision for credit losses (49 ) 50 (42 ) 704
Net interest income after provision for credit losses 6,754 7,287 27,240 29,051
Noninterest income:
Service charges on deposit accounts 398 406 1,620 1,611
Other 208 160 846 791
Total noninterest income 606 566 2,466 2,402
Noninterest expenses:
Salaries and employee benefits 3,205 3,002 12,252 12,221
Occupancy 584 725 2,503 2,523
Data processing 520 471 2,025 1,947
FHLB prepayment penalties 647
Other 1,123 1,443 4,538 4,788
Total noninterest expenses 5,432 5,641 21,318 22,126
Income before income taxes 1,928 2,212 8,388 9,327
Income tax expense 414 513 1,940 2,193
Net income $ 1,514 $ 1,699 $ 6,448 $ 7,134
Weighted average common shares outstanding
Basic 6,406,156 6,628,847 6,476,767 6,669,389
Diluted 6,486,442 6,708,922 6,557,053 6,761,771
Basic earnings per share $ 0.24 $ 0.26 $ 1.00 $ 1.07
Diluted earnings per share $ 0.23 $ 0.26 $ 0.98 $ 1.06

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 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022
Tangible book value per common share reconciliation
Book Value per common share (GAAP) $ 18.94 $ 18.50 $ 18.34 $ 18.02 $ 17.73
Effect of goodwill and other intangibles (2.86 ) (2.87 ) (2.87 ) (2.82 ) (2.81 )
Tangible book value per common share $ 16.08 $ 15.63 $ 15.47 $ 15.20 $ 14.92
Tangible equity to tangible assets reconciliation
Equity to assets (GAAP) 14.41 % 13.85 % 13.45 % 12.69 % 14.80 %
Effect of goodwill and other intangibles (1.91 )% (1.90 )% (1.86 )% (1.77 )% (2.05 )%
Tangible equity to tangible assets (1) 12.50 % 11.95 % 11.59 % 10.92 % 12.75 %
(1) Tangible assets is total assets less intangible assets. Tangible equity is total equity less intangible assets.
For the
--- --- --- --- --- --- ---
Year Ended December 31,
2023 2022
Operating net income reconciliation
Net income (GAAP) $ 6,448 $ 7,134
FHLB mark from called borrowings (988 )
FHLB prepayment penalties 647
Income tax expense 87
Operating net income $ 6,448 $ 6,880
Weighted average diluted shares 6,557,053 6,761,771
Adjusted diluted earnings per share $ 0.98 $ 1.02
Net interest income $ 27,198 $ 29,755
FHLB mark from called borrowings (988 )
Adjusted Net interest income $ 27,198 $ 28,767
Adjusted Net interest income reconciliation
Net interest margin (GAAP) 3.35 % 4.14 %
Effect of FHLB mark from called borrowings 0.00 (0.14 )
Adjusted Net interest margin 3.35 % 4.00 %

Slide 1

Slide 2

AFBI Selected Data COMPANY HIGHLIGHTS $843.3 million in assets $660.0 million in loans $674.4 million in deposits 6.6% growth in assets 2.1% growth in loans 2.6% growth in deposits As of 2023Q4 YE 2023

Slide 3

AFBI Selected Data COMPANY HIGHLIGHTS $26.7 million in NOO office loans 41.0% avg LTV on NOO office loans 36% DDA/Total Deposits $6.4 million in 2023 earnings 14.0% uninsured deposits approximately $0.98 Diluted Earnings per Share

Slide 4

AFBI Selected Data Tangible Book Value Calculation Tangible Equity Shares Outstanding Tangible Book Value Ending balance December 31, 2022 $98,545 6,605 $14.92 Stock Activity including repurchase (2,106) Unearned stock comp change 208 AOCI Change 323 Effect of goodwill and other intangibles 192 Adoption of new accounting pronouncement (460) Net earnings before stock compensation 7,508 Stock Compensation, net of taxes (1,060) Ending balance December 31, 2023 $103,150 6,416 $16.08 (in thousands, including shares, except for tangible book value) * See Non-GAAP Reconciliation

Slide 5

AFBI Selected Data NIM, NI, and EPS – Adjusted for 1st Quarter 2022 FHLB Advance Prepayments * For Year Ended December 31, 2023 2022 Adjusted Net Interest Margin* 3.35% 4.00% Operating Net Income (in thousands)* $6,448 $6,880 Adjusted Diluted Earnings Per Share* $0.98 $1.02 * See Non-GAAP Reconciliation

Slide 6

AFBI Selected Data Loan Composition as of December 31, 2023

Slide 7

AFBI Selected Data Deposit Composition as of December 31, 2023

Slide 8

AFBI Selected Deposit Data DEPOSITS * All deposits are held at AFBI and include the Company’s own funds Estimated uninsured deposits are approximately $95.5 million or 14.0% of total deposits.* Consumer deposits total $23.4 million or 24.5% of estimated uninsured deposits. Business deposits total $72.1 million or 75.5% of estimated uninsured deposits. Demand deposits represent 36% of total deposits. Consumer and Business demand deposits each represent approximately 49% and 51% of total demand deposits. Dental deposits total $104.8 million and represent 15.5% of total deposits. Cost of Funds – 2.36% 4Q23, 2.21% 3Q23, 2.02% YTD

Slide 9

AFBI Share Information NON-GAAP RECONCILIATION (in thousands, except shares) For the Year Ended December 31, 2023 2022 Operating net income reconciliation Net income (GAAP)   $6,448   $7,134 FHLB mark from called borrowings — (988) FHLB prepayment penalties   —   647 Income tax expense — 87 Operating net income $6,448   $ 6,880 Weighted average diluted shares 6,557,053 6,761,771 Adjusted diluted earnings per share   $0.98   $1.02 Net interest income   $27,198   $29,755 FHLB mark from called borrowings — (988) Adjusted Net interest income $ 27,198   $ 28,767 Adjusted Net interest income reconciliation         Net interest margin (GAAP)   3.35%   4.14% Effect of FHLB mark from called borrowings   0.00   (0.14) Adjusted Net interest margin   3.35%   4.00%