8-K

Affinity Bancshares, Inc. (AFBI)

8-K 2024-07-26 For: 2024-07-26
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): July 26, 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 July 26, 2024, Affinity Bancshares, Inc. issued a press release announcing its financial results for the quarter ended June 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 July 26, 2024
99.2 Supplemental Financial Information dated July 26, 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: July 26, 2024 By: /s/ Brandi Pajot
Brandi Pajot<br>Senior Vice President and Chief Financial Officer

EX-99.1

Affinity Bancshares, Inc.

Announces Second Quarter 2024

Financial Results

Affinity Bancshares, Inc. (NASDAQ:“AFBI”) (the “Company”), the holding company for Affinity Bank (the “Bank”), today announced net income of $1.0 million for the three months ended June 30, 2024, as compared to $1.6 million for the three months ended June 30, 2023.

At or for the three months ended,
Performance Ratios: June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023
Net income (in thousands) $ 1,031 $ 1,335 $ 1,514 $ 1,623 $ 1,590
Diluted earnings per share 0.16 0.20 0.23 0.25 0.24
Common book value per share 19.49 19.21 18.94 18.50 18.34
Tangible book value per share (1) 16.64 16.36 16.08 15.63 15.47
Total assets (in thousands) 872,558 869,547 843,258 855,431 876,905
Return on average assets 0.48 % 0.63 % 0.70 % 0.74 % 0.71 %
Return on average equity 3.33 % 4.38 % 5.03 % 5.42 % 5.37 %
Equity to assets 14.33 % 14.18 % 14.41 % 13.85 % 13.45 %
Tangible equity to tangible assets (1) 12.50 % 12.33 % 12.50 % 11.95 % 11.59 %
Net interest margin 3.71 % 3.38 % 3.32 % 3.36 % 3.17 %
Efficiency ratio 78.74 % 75.96 % 74.30 % 71.78 % 71.68 %
(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 $1.0 million for three months ended June 30, 2024 as compared to $1.6 million for the three months ended June 30, 2023, as a result of an increase in other noninterest expense partially offset by a net increase in interest income.

Results of Operations

  • Net interest income was $7.6 million for the three months ended June 30, 2024 compared to $6.7 million for the three months ended June 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 three months ended June 30, 2024 increased to 3.71% from 3.17% for the three months ended June 30, 2023. The increases in the margin relate 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 three months ended June 30, 2024 compared to zero provision for the three months ended June 30, 2023.

  • Noninterest income increased $28,000 to $706,000 for the three months ended June 30, 2024.

  • Non-interest expense increased $1.4 million to $6.7 million for the three months ended June 30, 2024 compared to the respective period in 2023, due to increases in professional fees related to our recently announced merger with Atlanta Postal Credit Union and increases in salaries and employee benefits.

  • Net interest income was $14.3 million for the six months ended June 30, 2024 compared to $13.6 million for the six months ended June 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 six months ended June 30, 2024 increased to 3.55% from 3.37% for the six months ended June 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 increased $60,000 to $1.3 million for the six months ended June 30, 2024.

  • Non-interest expense increased $1.8 million to $12.3 million for the six months ended June 30, 2024 compared to the respective period in 2023, due to increases in professional fees related to our recently announced merger with Atlanta Postal Credit Union and increases in salaries and employee benefits.

Financial Condition

  • Total assets increased $29.3 million to $872.6 million at June 30, 2024 from $843.3 million at December 31, 2023, as we experienced loan growth.
  • Total gross loans increased $32.7 million to $692.6 million at June 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 $29.4 million at June 30, 2024; the average LTV on these loans is 46.0%, including
  • $15.0 million medical/dental tenants and
  • $14.4 million to other various tenants.
  • Investment securities held-to-maturity unrealized losses were $294,000, net of tax. Investment securities available-for-sale unrealized losses were $6.0 million, net of tax.
  • Cash and cash equivalents remained stable at $50.4 million at June 30, 2024 from $50.0 million at December 31, 2023.
  • Deposits increased by $15.3 million to $689.7 million at June 30, 2024 compared to $674.4 million at December 31, 2023, with an $18.4 million increase in demand deposits partially offset by $2.5 million decrease in certificates of deposits.
  • Uninsured deposits were approximately $106.3 million at June 30, 2024 and represented 15.4% of total deposits.
  • Borrowings increased by $11.8 million to $51.8 million at June 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 $3.0 million at June 30, 2024 from $7.4 million at December 31, 2023.
  • The allowance for credit losses as a percentage of non-performing loans was 282.0% at June 30, 2024, as compared to 120.1% at December 31, 2023.
  • Allowance for credit losses to total loans decreased to 1.22% at June 30, 2024 from 1.35% at December 31, 2023.
  • Net loan charge-offs were $460,000 for the six months ended June 30, 2024, as compared to net loan charge-offs of $72,000 for the six months ended June 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 Six Months Ended June 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 $ 673,282 $ 19,978 5.97 % $ 658,887 $ 17,018 5.21 %
Investment securities held-to-maturity 34,225 1,056 6.20 % 33,518 1,025 6.17 %
Investment securities available-for-sale 47,875 942 3.96 % 49,806 838 3.39 %
Interest-earning deposits and federal funds 50,527 1,296 5.16 % 69,568 1,638 4.75 %
Other investments 5,467 171 6.29 % 2,403 72 6.07 %
Total interest-earning assets 811,376 23,443 5.81 % 814,182 20,591 5.10 %
Non-interest-earning assets 51,633 51,524
Total assets $ 863,009 $ 865,706
Interest-bearing liabilities:
Interest-bearing checking accounts $ 88,584 $ 217 0.49 % $ 93,596 $ 100 0.22 %
Money market accounts 143,243 2,258 3.17 % 138,394 1,486 2.17 %
Savings accounts 74,093 1,054 2.86 % 92,003 1,110 2.43 %
Certificates of deposit 219,315 4,571 4.19 % 195,260 3,403 3.51 %
Total interest-bearing deposits 525,235 8,100 3.10 % 519,253 6,099 2.37 %
FHLB advances and other borrowings 58,145 1,025 3.55 % 41,078 901 4.42 %
Total interest-bearing liabilities 583,380 9,125 3.15 % 560,331 7,000 2.52 %
Non-interest-bearing liabilities 156,177 186,874
Total liabilities 739,557 747,205
Total stockholders' equity 123,452 118,501
Total liabilities and stockholders' equity $ 863,009 $ 865,706
Net interest rate spread 2.66 % 2.58 %
Net interest income $ 14,318 $ 13,591
Net interest margin 3.55 % 3.37 %
For the Three Months Ended June 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 $ 681,903 $ 10,479 6.18 % $ 665,921 $ 8,727 5.26 %
Investment securities held-to-maturity 34,237 529 6.21 % 34,131 521 6.13 %
Investment securities available-for-sale 47,581 479 4.05 % 50,758 428 3.38 %
Interest-earning deposits and federal funds 50,973 648 5.11 % 93,116 1,150 4.95 %
Other investments 5,487 87 6.38 % 2,167 37 6.90 %
Total interest-earning assets 820,181 12,222 5.99 % 846,093 10,863 5.15 %
Non-interest-earning assets 51,122 52,023
Total assets $ 871,303 $ 898,116
Interest-bearing liabilities:
Interest-bearing checking accounts $ 89,110 $ 115 0.52 % $ 95,317 $ 56 0.23 %
Money market accounts 145,886 1,173 3.23 % 137,306 825 2.41 %
Savings accounts 73,775 526 2.87 % 88,152 558 2.54 %
Certificates of deposit 218,824 2,285 4.20 % 240,954 2,346 3.91 %
Total interest-bearing deposits 527,595 4,099 3.12 % 561,729 3,785 2.70 %
FHLB advances and other borrowings 63,674 555 3.51 % 35,495 385 4.35 %
Total interest-bearing liabilities 591,269 4,654 3.17 % 597,224 4,170 2.80 %
Non-interest-bearing liabilities 155,659 182,140
Total liabilities 746,928 779,364
Total stockholders' equity 124,375 118,752
Total liabilities and stockholders' equity $ 871,303 $ 898,116
Net interest rate spread 2.82 % 2.35 %
Net interest income $ 7,568 $ 6,693
Net interest margin 3.71 % 3.17 %

AFFINITY BANCSHARES, INC.

Consolidated Balance Sheets

(unaudited)

December 31, 2023
Assets
Cash and due from banks 6,158 $ 6,030
Interest-earning deposits in other depository institutions 44,239 43,995
Cash and cash equivalents 50,397 50,025
Investment securities available-for-sale 47,266 48,561
Investment securities held-to-maturity (estimated fair value of 33,901, net of allowance for credit losses of 45 at June 30, 2024 and estimated fair value of 33,835, net of allowance for credit losses of 45 at December 31, 2023) 34,248 34,206
Other investments 5,491 5,434
Loans 692,591 659,876
Allowance for credit loss on loans (8,461 ) (8,921 )
Net loans 684,130 650,955
Other real estate owned 2,850
Premises and equipment, net 3,569 3,797
Bank owned life insurance 16,283 16,086
Intangible assets 18,271 18,366
Other assets 12,903 12,978
Total assets 872,558 $ 843,258
Liabilities and Stockholders' Equity
Liabilities:
Non-interest-bearing checking 161,156 $ 154,689
Interest-bearing checking 88,742 85,362
Money market accounts 147,250 138,673
Savings accounts 74,077 74,768
Certificates of deposit 218,487 220,951
Total deposits 689,712 674,443
Federal Home Loan Bank advances and other borrowings 51,837 40,000
Accrued interest payable and other liabilities 5,944 7,299
Total liabilities 747,493 721,742
Stockholders' equity:
Common stock (par value 0.01 per share, 40,000,000 shares authorized;    6,416,628 issued and outstanding at June 30, 2024 and December 31, 2023) 64 64
Preferred stock (10,000,000 shares authorized, no shares outstanding)
Additional paid in capital 61,773 61,026
Unearned ESOP shares (4,482 ) (4,587 )
Retained earnings 73,711 71,345
Accumulated other comprehensive loss (6,001 ) (6,332 )
Total stockholders' equity 125,065 121,516
Total liabilities and stockholders' equity 872,558 $ 843,258

All values are in US Dollars.

AFFINITY BANCSHARES, INC.

Consolidated Statements of Income

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
(Dollars in thousands except per share amounts)
Interest income:
Loans, including fees $ 10,479 $ 8,727 $ 19,978 $ 17,018
Investment securities 1,095 986 2,169 1,935
Interest-earning deposits 648 1,150 1,296 1,638
Total interest income 12,222 10,863 23,443 20,591
Interest expense:
Deposits 4,099 3,785 8,100 6,099
FHLB advances and other borrowings 555 385 1,025 901
Total interest expense 4,654 4,170 9,125 7,000
Net interest income before provision for credit losses 7,568 6,693 14,318 13,591
Provision for credit losses 213 213 7
Net interest income after provision for credit losses 7,355 6,693 14,105 13,584
Noninterest income:
Service charges on deposit accounts 391 405 786 796
Net gain on sale of other real estate owned 135 135
Other 180 273 369 434
Total noninterest income 706 678 1,290 1,230
Noninterest expenses:
Salaries and employee benefits 3,417 3,036 6,596 6,040
Occupancy 615 638 1,233 1,282
Data processing 508 487 1,019 980
Professional fees 1,118 177 1,381 315
Other 1,061 946 2,061 1,861
Total noninterest expenses 6,719 5,284 12,290 10,478
Income before income taxes 1,342 2,087 3,105 4,336
Income tax expense 311 497 739 1,024
Net income $ 1,031 $ 1,590 $ 2,366 $ 3,312
Weighted average common shares outstanding
Basic 6,416,628 6,486,260 6,416,628 6,542,653
Diluted 6,544,450 6,546,382 6,534,751 6,616,294
Basic earnings per share $ 0.16 $ 0.25 $ 0.37 $ 0.51
Diluted earnings per share $ 0.16 $ 0.24 $ 0.36 $ 0.50

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 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023
Tangible book value per common share reconciliation
Book Value per common share (GAAP) $ 19.49 $ 19.21 $ 18.94 $ 18.50 $ 18.34
Effect of goodwill and other intangibles (2.85 ) (2.85 ) (2.86 ) (2.87 ) (2.87 )
Tangible book value per common share $ 16.64 $ 16.36 $ 16.08 $ 15.63 $ 15.47
Tangible equity to tangible assets reconciliation
Equity to assets (GAAP) 14.33 % 14.18 % 14.41 % 13.85 % 13.45 %
Effect of goodwill and other intangibles (1.83 )% (1.85 )% (1.91 )% (1.90 )% (1.86 )%
Tangible equity to tangible assets (1) 12.50 % 12.33 % 12.50 % 11.95 % 11.59 %
(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 $872.6 million in assets $692.6 million in loans $689.7 million in deposits 3.5% growth in assets 5.0% growth in loans 2.3% growth in deposits As of 2024 Q2 YTD 2024

Slide 3

AFBI Selected Data COMPANY HIGHLIGHTS $29.4 million in NOO office loans 46% avg LTV on NOO office loans 36% DDA/Total Deposits $1.0 million in Q2 2024 earnings 15.4% uninsured deposits approximately $0.16 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 746 Unearned stock comp change 105 AOCI Change 331 Effect of goodwill and other intangibles 96 Net earnings before stock compensation 2,995 Stock Compensation, net of taxes (629) Ending balance June 30, 2024 $106,794 6,417 $16.64 (in thousands, including shares, except for tangible book value) * See Non-GAAP Reconciliation

Slide 5

AFBI Selected Data Loan Composition as of June 30, 2024

Slide 6

AFBI Selected Data Deposit Composition as of June 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 $106.3 million or 15.4% of total deposits.* Consumer deposits total $24.4 million or 23.0% of estimated uninsured deposits. Business deposits total $81.9 million or 77.0% of estimated uninsured deposits. Demand deposits represent 36% of total deposits. Consumer and Business demand deposits each represent approximately 45% and 55% of total demand deposits. Dental deposits total $110.1 million and represent 15.9% of total deposits. Cost of Funds – 2.47% 2Q24, 2.42% 1Q24, and 2.36% 4Q23

Slide 8

AFBI Share Information NON-GAAP RECONCILIATION