UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2022~~2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

Commission File No. 001-39914

Affinity Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		82-1147778
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3175 Highway 278 Covington, Georgia		30014
(Address of Principal Executive Offices)		(Zip Code)

(770) 786-7088

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AFBI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 4, 2022,~~August 8, 2023, ~~6,634,189~~6,421,700 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding.

Affinity Bancshares, Inc.

Form 10-Q

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	2

	Consolidated Balance Sheets at ~~September~~June 30, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022	2

	Consolidated Statements of Income for the Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	3

	Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ for the Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	4

	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	5
	Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)	76

	Notes to Unaudited Consolidated Financial Statements	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3836

Item 4.	Controls and Procedures	3936

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4037

Item 1A.	Risk Factors	4037

Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	4037

Item 3.	Defaults Upon Senior Securities	4037

Item 4.	Mine Safety Disclosures	4037

Item 5.	Other Information	4037

Item 6.	Exhibits	4138

	SIGNATURES	4239

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AFFINITY BANCSHARES, INC.

Consolidated Balance Sheets


		September 30, 2022			December 31, 2021				June 30, 2023			December 31, 2022
		(unaudited)							(unaudited)
		(In thousands)							(Dollars in thousands except per share amounts)
Assets	Assets							Assets

Cash and due from banks		$	6,887		$	16,239			$	7,061		$	2,928
Interest-earning deposits in other depository institutions			33,619			95,537				75,833			23,396
Cash and cash equivalents			40,506			111,776				82,894			26,324
Investment securities available-for-sale			41,878			48,557				49,931			46,200
Investment securities held-to-maturity (estimated fair value of $33,053, net of allowance for credit losses of $42 at June 30, 2023 and estimated fair value of $26,251 at December 31, 2022)										34,145			26,527
Other investments			1,025			2,476				1,508			1,082
Loans, net			641,062			575,825
Loans										663,141			646,234
Allowance for credit loss on loans										(9,252	)		(9,325	)
Net loans										653,889			636,909
Other real estate owned			3,538			3,538				2,901			2,901
Premises and equipment, net			4,069			3,783				4,052			4,257
Bank owned life insurance			15,637			15,377				15,899			15,724
Intangible assets			18,606			18,749				18,462			18,558
Other assets			10,069			8,007				13,224			12,801
Total assets		$	776,390		$	788,088			$	876,905		$	791,283

Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity							Liabilities and Stockholders' Equity

Liabilities:
Non-interest-bearing checking		$	204,781		$	193,940			$	174,752		$	190,297
Interest-bearing checking			93,235			91,387				93,358			91,167
Market rate checking			160,377			145,969
Money market accounts										141,157			148,097
Savings accounts			88,840			86,745				85,845			101,622
Certificates of deposit			98,784			96,758				235,930			125,989
Total deposits			646,017			614,799				731,042			657,172
Federal Home Loan Bank advances			10,000			48,988
Federal Home Loan Bank advances and other borrowings										20,000			10,025
Accrued interest payable and other liabilities			5,152			3,333				7,924			6,983
Total liabilities			661,169			667,120				758,966			674,180

Stockholders' equity:
Preferred stock (10,000,000 shares authorized, no shares outstanding at September 30, 2022 and December 31, 2021)			—			—
Common stock (par value $0.01 per share, 40,000,000 shares authorized; 6,634,885 issued and outstanding at September 30, 2022 and 6,872,634 issued and outstanding at December 31, 2021)			66			69
Common stock (par value $0.01 per share, 40,000,000 shares authorized; 6,430,300 issued and outstanding at June 30, 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			63,288			68,038				61,027			63,130
Unearned ESOP shares			(4,847	)		(5,004	)			(4,692	)		(4,795	)
Retained earnings			63,658			58,223				68,209			65,357
Accumulated other comprehensive loss			(6,944	)		(358	)			(6,669	)		(6,655	)
Total stockholders' equity			115,221			120,968				117,939			117,103
Total liabilities and stockholders' equity		$	776,390		$	788,088			$	876,905		$	791,283

See accompanying notes to unaudited consolidated financial statements.

AFFINITY BANCSHARES, INC.

Consolidated Statements of Income

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022			2021		2023		2022		2023		2022
	(In thousands)									(Dollars in thousands except per share amounts)
Interest income:
Loans, including fees	$	7,734	$	7,332	$	22,013		$	24,424	$	8,727	$	7,283	$	17,018	$	14,279
Investment securities		301		237		857			529		986		291		1,935		556
Interest-earning deposits		189		53		286			134		1,150		79		1,638		97
Total interest income		8,224		7,622		23,156			25,087		10,863		7,653		20,591		14,932
Interest expense:
Deposits		625		629		1,612			2,110		3,785		484		6,099		987
Borrowings		73		132		(874	)		365
FHLB advances and other borrowings											385		28		901		(947	)
Total interest expense		698		761		738			2,475		4,170		512		7,000		40
Net interest income before provision for loan losses		7,526		6,861		22,418			22,612
Provision for loan losses		187		225		654			975
Net interest income after provision for loan losses		7,339		6,636		21,764			21,637
Net interest income before provision for credit losses											6,693		7,141		13,591		14,892
Provision for credit losses											—		217		7		467
Net interest income after provision for credit losses											6,693		6,924		13,584		14,425
Noninterest income:
Service charges on deposit accounts		420		416		1,205			1,126		405		393		796		785
Other		173		355		631			980		273		255		434		458
Total noninterest income		593		771		1,836			2,106		678		648		1,230		1,243
Noninterest expenses:
Salaries and employee benefits		3,187		2,777		9,219			7,797		3,036		3,023		6,040		6,032
Occupancy		675		633		1,798			2,329		638		541		1,282		1,123
Advertising		128		116		326			296		82		118		179		198
Data processing		486		520		1,476			1,518		487		497		980		990
Writedown of premises and equipment		—		14		—			888
FHLB prepayment penalties		—		—		647			—		—		—		—		647
Other		1,014		967		3,019			2,764		1,041		1,058		1,997		2,005
Total noninterest expenses		5,490		5,027		16,485			15,592		5,284		5,237		10,478		10,995
Income before income taxes		2,442		2,380		7,115			8,151		2,087		2,335		4,336		4,673
Income tax expense		581		575		1,680			1,896		497		552		1,024		1,099
Net income	$	1,861	$	1,805	$	5,435		$	6,255	$	1,590	$	1,783	$	3,312	$	3,574
Weighted average common shares outstanding
Basic											6,486,260		6,591,627		6,542,653		6,698,423
Diluted											6,546,382		6,684,721		6,616,294		6,791,517
Basic earnings per share	$	0.28	$	0.26	$	0.81		$	0.90	$	0.25	$	0.27	$	0.51	$	0.53
Diluted earnings per share	$	0.27	$	0.26	$	0.80		$	0.89	$	0.24	$	0.27	$	0.50	$	0.53

See accompanying notes to unaudited consolidated financial statements.

AFFINITY BANCSHARES, INC.

Consolidated Statements of Comprehensive Income (Loss) ~~Income~~

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

(In thousands)

Net income

$
1,861

$
1,805

$
5,435

$
6,255

Other comprehensive (loss) income:

Net unrealized (loss) gain on available-for-sale securities, net of taxes of $(629), $29, $(2,230) and $(96)

(1,855
)

82

(6,586
)

(273
)

Total other comprehensive (loss) income

(1,855
)

82

(6,586
)

(273
)

Total comprehensive (loss) income

$
6

$
1,887

$
(1,151
)

$
5,982


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
				(In thousands)
Net income	$	1,590		$	1,783		$	3,312		$	3,574

Other comprehensive income (loss):

Net unrealized loss on available-for-sale securities, net of taxes of $171, $730, $6 and $1,602		(488	)		(2,078	)		(14	)		(4,731	)

Total other comprehensive loss		(488	)		(2,078	)		(14	)		(4,731	)

Total comprehensive income (loss)	$	1,102		$	(295	)	$	3,298		$	(1,157	)

See accompanying notes to unaudited consolidated financial statements.

AFFINITY BANCSHARES, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

Three and Nine Months Ended September 30, 2021 and 2022

Accumulated

Additional

Other

Common

Paid In

Treasury

Unearned

Retained

Comprehensive

Stock (1)

Capital

Stock

ESOP Shares

Earnings

Income (Loss)

Total

(In thousands)

Beginning balance December 31, 2020

$
69

$
33,628

$
(1,268
)

$
(2,453
)

$
50,650

$
159

$
80,785

ESOP loan payment
  and release of
  ESOP shares

—

5

—

52

—

—

57

Stock-based compensation expense

—

110

—

—

—

—

110

Change in unrealized
  loss on investment
  securities available-
  for-sale, net of tax

—

—

—

—

—

(278
)

(278
)
Corporate reorganization

   Issuance of common
     stock (less stock
     offering expenses
     of $1,699)

—

32,448

—

—

—

—

32,448

   Issuance of shares
     and loan to ESOP

—

2,961

—

(2,961
)

—

—

—

  Treasury stock retired

—

(1,268
)

1,268

—

—

—

—

Net income

—

—

—

—

2,132

—

2,132

Ending balance March 31, 2021

$
69

$
67,884

$
—

$
(5,362
)

$
52,782

$
(119
)

$
115,254

ESOP loan payment
  and release of
  ESOP shares

$
—

$
13

$
—

$
52

$
—

$
—

$
65

Stock-based
  compensation
   expense

—

75

—

—

—

—

75

Change in unrealized
  loss on investment
  securities available-
  for-sale

—

—

—

—

—

(77
)

(77
)
Net income

—

—

—

—

2,318

—

2,318

Ending balance June 30, 2021

$
69

$
67,972

$
—

$
(5,310
)

$
55,100

$
(196
)

$
117,635

ESOP loan payment
  and release of
  ESOP shares

$
—

$
(183
)

$
—

$
254

$
—

$
—

$
71

Stock-based
  compensation
   expense

—

110

—

—

—

—

110

Change in unrealized
  gain on investment
  securities available-
  for-sale

—

—

—

—

—

82

82

Net income

—

—

—

—

1,805

—

1,805

Ending balance September 30, 2021

$
69

$
67,899

$
—

$
(5,056
)

$
56,905

$
(114
)

$
119,703

Ending balance December 31, 2021

$
69

$
68,038

$
—

$
(5,004
)

$
58,223

$
(358
)

$
120,968

ESOP loan payment
  and release of
  ESOP shares

—

29

—

52

—

—

81

Stock-based
  compensation
   expense

—

113

—

—

—

—

113

Change in unrealized
  loss on investment
  securities available-
  for-sale

—

—

—

—

—

(2,653
)

(2,653
)
  Common stock repurchase

(3
)

(3,939
)

—

—

—

—

(3,942
)
Net income

—

—

—

—

1,791

—

1,791


	Three and Six Months Ended June 30, 2023 and 2022
														Accumulated
				Additional										Other
	Common			Paid In				Unearned			Retained			Comprehensive
	Stock			Capital				ESOP Shares			Earnings			Income (Loss)			Total
							(In thousands)

Ending balance December 31, 2022	$	66		$	63,130			$	(4,795	)	$	65,357		$	(6,655	)	$	117,103
ESOP loan payment and release of ESOP shares		—			26				52			—			—			78
Stock-based compensation expense		—			260				—			—			—			260
Change in unrealized loss on investment securities available-for-sale, net of tax		—			—				—			—			474			474
Common stock repurchase		—			(867	)												(867	)
Adoption of new accounting pronouncement (see Note 1)		—			—				—			(460	)		—			(460	)
Net income		—			—				—			1,722			—			1,722
Ending balance March 31, 2023	$	66		$	62,549			$	(4,743	)	$	66,619		$	(6,181	)	$	118,310
ESOP loan payment and release of ESOP shares		—			16				51			—			—			67
Stock-based compensation expense		—			264				—			—			—			264
Change in unrealized loss on investment securities available-for-sale, net of tax		—			—				—			—			(488	)		(488	)
Common stock repurchase		(2	)		(1,802	)												(1,804	)
Net income		—			—				—			1,590			—			1,590
Ending balance June 30, 2023	$	64		$	61,027			$	(4,692	)	$	68,209		$	(6,669	)	$	117,939
Beginning balance December 31, 2021	$	69		$	68,038			$	(5,004	)	$	58,223		$	(358	)	$	120,968
ESOP loan payment and release of ESOP shares		—			29				52			—			—			81
Stock-based compensation expense		—			113				—			—			—			113
Change in unrealized loss on investment securities available- for-sale, net of tax		—			—				—			—			(2,653	)		(2,653	)
Common stock repurchase		(3	)		(3,939	)			—			—			—			(3,942	)
Net income		—			—				—			1,791			—			1,791
Ending balance March 31, 2022	$	66		$	64,241			$	(4,952	)	$	60,014		$	(3,011	)	$	116,358
ESOP loan payment and release of ESOP shares	$	—		$	26			$	53		$	—		$	—		$	79
Stock-based compensation expense		—			66				—			—			—			66
Change in unrealized loss on investment securities available- for-sale, net of tax		—			—				—			—			(2,078	)		(2,078	)
Common stock repurchase		(1	)		(836	)			—			—			—			(837	)
Net income		—			—				—			1,783			—			1,783
Ending balance June 30, 2022	$	65		$	63,497			$	(4,899	)	$	61,797		$	(5,089	)	$	115,371

Ending balance March 31, 2022

$
66

$
64,241

$
—

$
(4,952
)

$
60,014

$
(3,011
)

$
116,358

ESOP loan payment and
  release of ESOP shares

$
—

$
26

$
—

$
53

$
—

$
—

$
79

Stock-based compensation
  expense

—

66

—

—

—

—

66

Change in unrealized loss
  on investment securities
  available-for-sale, net of
  tax

—

—

—

—

—

(2,078
)

(2,078
)
  Common stock repurchase

(1
)

(836
)

(837
)
Net income

—

—

—

—

1,783

—

1,783

Ending balance June 30, 2022

$
65

$
63,497

$
—

$
(4,899
)

$
61,797

$
(5,089
)

$
115,371

ESOP loan payment and
  release of ESOP shares

$
—

$
25

$
—

$
52

$
—

$
—

$
77

Issuance of restricted stock awards

1

77

—

—

—

—

78

Stock-based compensation
  expense

—

203

—

—

—

—

203

Change in unrealized loss
  on investment securities
  available-for-sale, net of
  tax

—

—

—

—

—

(1,855
)

(1,855
)
  Common stock repurchase

(514
)

(514
)
Net income

—

—

—

—

1,861

—

1,861

Ending balance September 30, 2022

$
66

$
63,288

$
—

$
(4,847
)

$
63,658

$
(6,944
)

$
115,221

~~(1)~~

Amounts concerning shares 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).~~

See accompanying notes to unaudited consolidated financial statements.

AFFINITY BANCSHARES, INC.

Consolidated Statements of Cash Flows

(unaudited)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2022			2021			2023			2022
	(In thousands)						(In thousands)
Cash flows from operating activities:
Net income	$	5,435		$	6,255		$	3,312		$	3,574
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and (accretion) amortization		(329	)		527			425			(602	)
Stock-based compensation expense		460			295			524			179
Provision for loan losses		654			975
Provision for credit losses								7			467
ESOP expense		237			193			145			160
Net gain on sale and writedown of other real estate owned		—			(127	)
Increase in cash surrender value of bank owned life insurance		(260	)		(274	)		(175	)		(172	)
Loss on writedown of premises and equipment		—			888
Change in:
Accrued interest receivable and other assets		168			3,119			(260	)		426
Accrued interest payable and other liabilities		1,850			1,302			355			1,831
Net cash provided by operating activities		8,215			13,153			4,333			5,863
Cash flows from investing activities:
Purchases of investment securities held-to-maturity								(7,609	)		—
Purchases of investment securities available-for-sale		(5,701	)		(23,674	)		(5,710	)		(5,201	)
Purchases of premises and equipment		(930	)		(577	)		(285	)		(678	)
Proceeds from paydowns of investment securities available-for-sale		3,428			3,102			1,936			2,780
Proceeds from maturity of investment securities held-to-maturity								30			—
Purchases of other investments		(1,130	)		(1,412	)		(2,339	)		(756	)
Proceeds from sales of other investments		2,581			533			1,913			1,832
Proceeds from bank owned life insurance death claim		—			300
Net change in loans		(65,665	)		28,090			(16,874	)		(38,821	)
Proceeds from sales of other real estate owned		—			1,420
Net cash (used in) provided by investing activities		(67,417	)		7,782
Net cash used in investing activities								(28,938	)		(40,844	)
Cash flows from financing activities:
Net change in deposits		31,225			(24,913	)		73,871			11,383
Stock repurchase		(5,293	)		—			(2,671	)		(4,779	)
Proceeds from FHLB advances		105,000			35,000			65,000			75,000
Repayment of FHLB advances		(143,000	)		(5,000	)		(55,000	)		(103,000	)
Repayment of PPPLF borrowings		—			(100,813	)
Repayment of holding company loan		—			(5,000	)
Proceeds from stock offering		—			37,108
Stock offering expenses		—			(1,699	)
Funding of ESOP		—			(2,961	)
Net cash used in financing activities		(12,068	)		(68,278	)
Repayment of federal funds purchased								(25	)		—
Net cash provided by (used in) financing activities								81,175			(21,396	)
Net change in cash and cash equivalents		(71,270	)		(47,343	)		56,570			(56,377	)
Cash and cash equivalents at beginning of period		111,776			178,253			26,324			111,776
Cash and cash equivalents at end of period	$	40,506		$	130,910		$	82,894		$	55,399
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	1,019		$	2,405		$	819		$	929
Cash paid for interest	$	1,788		$	2,552		$	7,382		$	1,134
Change in unrealized loss on investment securities available-for-sale, net of tax							$	(14	)	$	(4,731	)

See accompanying notes to unaudited consolidated financial statements.

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

(1) Nature of Operations

Affinity Bancshares, Inc. (the “Company”) is a savings and loan holding company headquartered in Covington, Georgia. The Company has one operating subsidiary, Affinity Bank (the “Bank”, and formerly named “Newton Federal Bank”), a federally chartered savings association, conducting banking activities primarily in Newton County, Georgia and surrounding counties and in Cobb and Fulton Counties, Georgia and surrounding counties, and originating dental practice loans and indirect automobile loans throughout the Southeastern United States. The Bank offers such customary banking services as consumer and commercial checking accounts, savings accounts, certificates of deposit, mortgage, commercial and consumer loans, including indirect automobile loans, money transfers and a variety of other banking services. The Company was incorporated in ~~September~~ 2020 to be the successor corporation to Community First Bancshares, Inc., a federal corporation, upon completion of the second-step mutual-to-stock conversion (the “Conversion”) of Community First Bancshares, MHC, the top tier mutual holding company of Community First Bancshares, Inc. Community First Bancshares, Inc. was the former mid-tier holding company for the Bank (formerly named Newton Federal Bank). Prior to completion of the Conversion, approximately 54% of the shares of common stock of Community First Bancshares, Inc. were owned by Community First Bancshares, MHC. In conjunction with the Conversion, Community First Bancshares, Inc. was merged into Affinity Bancshares, Inc. (and ceased to exist) and Affinity Bancshares, Inc. became its successor holding company for Newton Federal Bank.

~~Reorganization~~

On January 20, 2021, the Company completed the Conversion of Community First Bancshares, MHC, the top tier mutual holding company of Community First Bancshares, Inc. Community First Bancshares, Inc. was the former mid-tier holding company for Affinity Bank (formerly named Newton Federal Bank). Prior to completion of the Conversion, approximately 54% of the shares of common stock of Community First Bancshares, Inc. were owned by Community First Bancshares, MHC. In conjunction with the Conversion, Community First Bancshares, Inc. was merged into Affinity Bancshares, Inc. (and ceased to exist) and Affinity Bancshares, Inc. became its successor holding company for Newton Federal Bank.

~~As part of the Conversion, on January 20, 2021, the Company raised gross proceeds of $37.1~~ ~~million by selling a total of~~ ~~3,701,509~~ ~~shares of common stock at $10.00~~ ~~per share in a stock offering. The Company utilized $3.0~~ ~~million of the proceeds to fund an addition to its Employee Stock Ownership Plan (“ESOP”) loan for the acquisition of additional shares at $10.00~~ ~~per share. Expenses incurred related to the offering were $1.7~~ ~~million and have been recorded against offering proceeds. The Company invested $16.3~~ million of the net proceeds it received from the sale into the Bank’s operations and has retained the remaining amount for general corporate purposes. Concurrent with the completion of the stock offering, each share of Community First Bancshares, Inc. common stock owned by public stockholders (stockholders other than Community First Bancshares, MHC) was exchanged for ~~0.90686~~ ~~shares of Company common stock. All share amounts have been adjusted for the conversion, including outstanding restricted stock and stock options.~~

Basis of Presentation

The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the financial position of the Company as of ~~September~~June 30, ~~2022~~2023 and the results of its operations and its cash flows for the periods presented. The interim consolidated financial information should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. The results of operations for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results to be expected for a full year or for any other period.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determination of the allowance for ~~loan~~credit losses, ~~the valuation of acquired loans,~~ the valuation of other real estate acquired in connection with foreclosure or in satisfaction of loans and valuation allowances associated with the realization of deferred tax assets, which are based on future taxable income.

Summary of Significant Accounting ~~Policies~~Policies – The accounting and reporting policies of the Company conform to GAAP and general practices within the banking industry. There have been no material changes or developments in the application of principles or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies as disclosed in the Company’s financial statements for the year ended December 31, ~~2021~~2022 included in the Company’s Form 10-K.

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Earnings per Share

Basic earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of shares adjusted for the dilutive effect of common stock awards (outstanding stock options), if any. Presented below are the calculations for basic and diluted earnings per common share.

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

(In thousands except per share data)

Net income
$
1,861

$
1,805

$
5,435

$
6,255

Weighted average common shares outstanding

6,652,811

6,872,634

6,683,052

6,931,128

Effect of dilutive common stock awards

99,341

93,002

99,341

93,002

Diluted weighted average common shares outstanding

6,752,152

6,965,636

6,782,393

7,024,130

Basic earnings per common share
$
0.28

$
0.26

$
0.81

$
0.90

Diluted earnings per common share*
$
0.27

$
0.26

$
0.80

$
0.89

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(Dollars in thousands except per share data)

Net income	$	1,590	$	1,783	$	3,312	$	3,574
Weighted average common shares outstanding		6,486,260		6,591,627		6,542,653		6,698,423
Effect of dilutive common stock awards		60,122		93,094		73,641		93,094
Diluted weighted average common shares outstanding		6,546,382		6,684,721		6,616,294		6,791,517
Basic earnings per common share	$	0.25	$	0.27	$	0.51	$	0.53
Diluted earnings per common share*		0.24	$	0.27		0.50		0.53

*Cumulative quarterly per share performance may not equal annual per share totals due to the effects of the amount and timing of capital increases. When computing earnings per share for an interim period, the denominator is based on the weighted average shares outstanding during the interim period, and not on an annualized weighted average basis. Accordingly, the sum of the earnings per share data for the quarters will not necessarily equal the year-to-date earnings per share data.

There were ~~234,954~~285,454anti-dilutive options for the three months and six months ended June 30, 2023 and 13,454 anti-dilutive options for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2022 and there were~~ 2022.no

~~anti-dilutive options for the three months and nine months ended September 30, 2021.~~

~~Recent~~Adoption of New Accounting ~~Pronouncements~~Standards

~~ASU~~On January 1, 2023, the Company adopted Accounting Standards Update ("ASU") 2016-13 Financial Instruments –- Credit Losses (Topic 326)~~. This ASU sets forth a “current~~: Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit ~~loss” ("CECL") model which requires the Company to measure all~~loss (CECL) methodology. The measurement of expected credit losses ~~for financial instruments held at~~under the ~~reporting date based on historical experience, current conditions and reasonable supported forecasts. This replaces the existing incurred loss model and~~CECL methodology is applicable to financial assets measured at amortized cost, including held-to-maturity securities. It also applies to off-balance sheet credit exposures. In addition, Accounting Standard Codification ("ASC") 326 made changes to the ~~measurement of~~accounting for available-for-sale securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale securities management does not intend to sell or believes that it is more likely than not they will be required to sell.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and ~~applies~~off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to ~~some~~be reported in accordance with previously applicable GAAP. The Company adopted this ASU on January 1, 2023, and recorded a one-time entry to retained earnings of $460,000, net of tax ($437,000 related to credit losses for unfunded commitments and $23,000 related to credit losses for securities held-to-maturity).

In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, the Bank no longer establishes a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective cohort and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the Allowance. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements; however, it resulted in new disclosures. See Note 3 for the new disclosures.

Allowance for Credit Losses ("ACL") - Loans

The CECL framework requires an estimate of expected credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts. The following discussion provides a description of the methodology applied to calculate the ACL under CECL.

The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed. Accrued interest receivable is excluded from the estimate of credit losses.

Management determines the ACL balance using relevant available information from internal and external sources, relating to

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

past events, current conditions, and reasonable and supportable forecasts. Historical credit behaviors along with model judgments provide the basis for the estimation of expected credit losses. Adjustments to modeled loss estimates may be made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in economic conditions, property values, or other relevant factors. For the majority of loans and leases, the ACL is calculated using a discounted cash flow methodology applied at a loan level with a one-year reasonable and supportable forecast period and a two-year straight-line reversion period.

The ACL-loans is measured on a collective basis when similar risk characteristics exist. The Bank has identified the following portfolio segments and calculates the ACL for each using a discounted cash flow methodology at the loan level, with loss rates, prepayment assumptions and curtailment assumptions driven by each loan’s collateral type:

Commercial (secured by real estate - owner occupied)- Loans in this category are susceptible to business failure and general economic conditions.

Commercial (secured by real estate - non-owner occupied) - Common risks for this loan category are declines in general economic conditions, declines in real estate value, declines in occupancy rates, and lack of suitable alternative use for the property.

Commercial & industrial - Risks to this loan category include the inability to monitor the condition of the collateral, which often consists of inventory, accounts receivable and other non-real estate assets. Equipment and inventory obsolescence can also pose a risk. Declines in general economic conditions and other events can cause cash flows to fall to levels insufficient to service debt.

Construction, land, and acquisition and development - Risks common to construction loans are cost overruns, changes in market demand for property, inadequate long-term financing arrangements and declines in real estate values.

Residential mortgage - Residential mortgage loans are susceptible to weakening general economic conditions, increases in unemployment rates and declining real estate values.

Consumer installment - Risks common to consumer direct loans include unemployment and changes in local economic conditions as well as the inability to monitor collateral consisting of personal property.

When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

When the discounted cash flow method is used to determine the ACL, management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments. The ACL on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate is used to discount the expected cash flows, not the rate specified within the restructuring.

Determining the Contractual Term: Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a TDR will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Bank.

Allowance for Credit Losses - Off-Balance Sheet Credit Exposures

The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Bank. The allowance for credit losses on off-balance sheet credit ~~exposures. This ASU~~exposures is ~~effective~~adjusted through provision for ~~fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. On October 16, 2019, the Financial Accounting Standards Board ("FASB") voted to extend the delay~~credit loss expense. The estimate includes consideration of the ~~effective date~~likelihood that funding will occur and an estimate of this ASU for smaller reporting companies, such as the Company, until fiscal years beginning after December 15, 2022. The Company is in the process of working with a third party vendor using their software solution to assist with adoption. The Company is also currently gathering necessary data to implement this change and is continuing to assess the impact of the adoption of this ASU on its consolidated financial statements. Based on our analysis, the Company estimates a 5-15~~% increase to its aggregate reserve levels upon adoption of the current~~ expected credit losses ~~standard~~ on ~~January 1, 2023; however, this~~commitments expected to be funded over its estimated life. The estimate is ~~based on~~influenced by historical loss experience, adjusted for current risk characteristics, and economic ~~conditions, forecasts, and our existing loan portfolio at September 30, 2022, and the estimate is likely to change between now and adoption.~~forecasts.

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

Allowance for Credit Losses - Investment Securities Available-for-Sale

For available-for-sale securities in an unrealized loss position, the Bank first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For available-for-sale securities that do not meet the aforementioned criteria, the Bank evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the securities by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected form the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in the comprehensive income. Accrued interest receivable on available-for-sale securities is excluded from the estimate of credit losses. The guidance under ASC Topic 326 had no impact on the Bank’s available-for-sale debt securities at January 1, or June 30, 2023.

Changes in the allowance for credit losses are recorded as provision of (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Allowance for Credit Losses - Investment Securities Held-to-Maturity

Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Accrued interest receivable on held-to-maturity debt securities is excluded from the estimate of credit losses.

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

Management classifies the held-to-maturity portfolio into the following major security types: U.S. Treasuries, government agency mortgage-backed, and corporate securities. Both the U.S. Treasuries and the Government agency mortgage-backed securities held by the Bank are issues by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. The corporate securities are comprised of investments in corporate bonds whose issuers are primarily banks. At June 30, 2023, these securities are all rated as investment grade.

(2) Investment Securities

Investment securities available-for-sale at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are as follows: (in thousands)


	Amortized		Gross Unrealized		Gross Unrealized			Estimated		Amortized		Gross Unrealized		Gross Unrealized			Estimated
September 30, 2022	Cost		Gains		Losses			Fair Value
June 30, 2023										Cost		Gains		Losses			Fair Value
U.S. Treasury securities	$	5,097	$	—	$	(820	)	$	4,277	$	6,116	$	—	$	(711	)	$	5,405
Municipal securities - tax exempt		535		—		(132	)	$	403		530		—		(94	)		436
Municipal securities - taxable		2,529		—		(490	)	$	2,039		2,530		—		(392	)		2,138
U. S. Government sponsored enterprises		11,837		—		(3,387	)	$	8,450		11,837		—		(3,320	)		8,517
Government agency mortgage-backed securities		21,061		—		(3,565	)	$	17,496		19,569		—		(2,829	)		16,740
Corporate securities		10,115		—		(902	)	$	9,213		18,278		35		(1,618	)		16,695
Total	$	51,174	$	—	$	(9,296	)	$	41,878	$	58,860	$	35	$	(8,964	)	$	49,931
December 31, 2021
December 31, 2022
U.S. Treasury securities	$	5,068	$	5	$	(23	)	$	5,050	$	6,084	$	—	$	(776	)	$	5,308
Municipal securities - tax exempt		540		—		(4	)		536		533		—		(96	)		437
Municipal securities - taxable		796		—		(6	)		790		2,529		—		(485	)		2,044
U. S. Government sponsored enterprises		11,837		—		(295	)		11,542		11,837		—		(3,499	)		8,338
Government agency mortgage-backed securities		21,371		200		(232	)		21,339		20,555		—		(3,053	)		17,502
Corporate securities		9,425		20		(145	)		9,300		13,571		5		(1,005	)		12,571
Total	$	49,037	$	225	$	(705	)	$	48,557	$	55,109	$	5	$	(8,914	)	$	46,200

Investment securities held-to-maturity at June 30, 2023 and December 31, 2022 are as follows: (in thousands)


	Amortized		Gross Unrealized		Gross Unrealized					Estimated Allowance for
June 30, 2023	Cost		Gains		Losses			Fair Value		Credit Losses
U.S. Treasury securities	$	999	$	—	$	(9	)	$	990	$	—
Government agency mortgage-backed securities		816		—		(76	)		740		—
Corporate securities		32,372		17		(1,066	)		31,323		(42	)
Total	$	34,187	$	17	$	(1,151	)	$	33,053	$	(42	)
December 31, 2022
U.S. Treasury securities	$	998	$	—	$	—		$	998	$	—
Government agency mortgage-backed securities		837		—		(13	)		824		—
Corporate securities		24,692		4		(267	)		24,429		—
Total	$	26,527	$	4	$	(280	)	$	26,251	$	—

The Bank recorded $32,000 on January 1, 2023 upon adoption of ASC 326, and recorded an additional provision for credit losses for the three and six months ended June 30, 2023 of $0 and $10,000 for held-to-maturity securities, respectively.

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

Investment securities available-for-sale in an unrealized loss position at June 30, 2023 and December 31, 2022 are as follows: (in thousands)


	Less Than 12 Months					12 Months or More					Total
June 30, 2023	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities	$	987	$	(3	)	$	4,418	$	(708	)	$	5,405	$	(711	)
Municipal securities - tax exempt		—		—			436		(94	)		436		(94	)
Municipal securities - taxable		—		—			2,138		(392	)		2,138		(392	)
U. S. Government sponsored enterprises		—		—			8,517		(3,320	)		8,517		(3,320	)
Government agency mortgage-backed securities		—		—			16,740		(2,829	)		16,740		(2,829	)
Corporate securities		6,862		(284	)		8,233		(1,334	)		15,095		(1,618	)
Total	$	7,849	$	(287	)	$	40,482	$	(8,677	)	$	48,331	$	(8,964	)
December 31, 2022
U.S. Treasury securities	$	—	$	—		$	4,331	$	(776	)	$	4,331	$	(776	)
Municipal securities - tax exempt		—		—			437		(96	)		437		(96	)
Municipal securities - taxable		452		(32	)		1,592		(453	)		2,044		(485	)
U. S. Government sponsored enterprises		—		—			8,338		(3,499	)		8,338		(3,499	)
Government agency mortgage-backed securities		5,598		(452	)		11,904		(2,601	)		17,502		(3,053	)
Corporate securities		4,541		(324	)		5,466		(681	)		10,007		(1,005	)
Total	$	10,591	$	(808	)	$	32,068	$	(8,106	)	$	42,659	$	(8,914	)

There were 38six available-for-sale securities in an unrealized loss position totaling $287,000as of ~~September~~June 30, ~~2022~~2023 for less than 12 months. There were 2765 available-for-sale securities in an unrealized loss position for 12 months or greater totaling $8.7 million as of ~~September~~June 30, ~~2022.~~2023. The unrealized losses on the debt securities arose due to changing interest rates and market conditions and are considered to be temporary because of acceptable investment grades and are reviewed regularly. Four of the securities are agency bonds and ~~five~~six are U.S. Treasury bonds, so all of these are direct obligations of the U.S. Government. Thirty-nine of the securities are mortgage backed bonds that have the direct or implied backing of the U.S. Government. Four of the bonds are municipal securities and the remaining 1318 securities are corporate securities that are either trust preferred securities or subordinated debentures where the Bank performs a credit review regularly and such review has raised no concerns.

Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises ("GSEs"), and the U.S. Treasury, including notes and mortgage backed securities, accounted for the majority of the available-for-sale portfolio as of June 30, 2023, and the Bank expects no credit losses on these securities, given the explicit and implicit guarantees provided by the U.S. federal government. The ~~Company~~available-for-sale portfolio also includes corporate securities, but are underwritten as loans with features that are typically found in commercial loans. Accordingly, the Bank monitors the credit quality of these corporate bonds through quarterly credit reviews to determine impairment, if any. The decline in fair value is attributable to changes in interest rates, and not credit quality, and the Bank does not ~~intend~~have the intent to sell the ~~investments~~U.S. government and agencies debt securities and the corporate securities and it is ~~not~~ likely that ~~the Company~~it will not be required to sell the ~~investments~~securities before their anticipated recovery, the Bank does not consider impairments on these securities to be credit related as of ~~their amortized cost basis which may be at maturity.~~June 30, 2023.

There were 17 held-to-maturity securities in an unrealized loss position totaling $1.2 million as of June 30, 2023 for less than 12 months. There were no held-to-maturity securities in an unrealized loss position greater than 12 months as of June 30, 2023. The unrealized losses on the debt securities arose due to changing interest rates and market conditions and are considered to be temporary because of acceptable investment grades and are reviewed regularly. One security is a U.S. Treasury bonds, so it is a direct obligations of the U.S. Government. One security is a mortgage-backed security of a U.S. Government sponsored agency that has the implied backing of the U.S. Government. Fifteen are subordinated debentures of banks where the Bank performs a credit review quarterly and such reviews have raised no concerns.

Corporate securities account for the majority of the held-to-maturity portfolio as of June 30, 2023. As stated above, these corporate securities are accounted for as securities, but are underwritten as loans with features that are typically found in commercial loans. Accordingly, the Bank monitors the credit quality of these corporate bonds through quarterly credit reviews

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

to determine impairment, if any. At June 30, 2023, these securities are all rated as investment grade and the $42,000 of allowance for credit losses associated with these securities was calculated using a Moody's report on the cumulative default rates of corporate issuers.

The amortized cost and estimated fair value of investment securities available-for-sale and held-to-maturity at ~~September~~June 30, ~~2022,~~2023, by contractual maturity, are shown below. Maturities of mortgage-backed securities will differ from contractual maturities because borrowers

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

may have the right to call or prepay certain obligations with or without call or prepayment penalties. Therefore, these securities are not included in the maturity categories. (in thousands)


	Amortized		Estimated		Available-for-Sale				Held-to-Maturity
	Cost		Fair Value		Amortized		Estimated		Amortized		Estimated
U.S. Treasury securities
Within 1 year	$	—		—
Greater than 1 to 5 years		—		—
Greater than 5 to 10 years		5,097		4,277
Greater than 10 years		—		—
Municipal securities - tax exempt
Within 1 year		—		—
Greater than 1 to 5 years		—		—
Greater than 5 to 10 years		—		—
Greater than 10 years		535		403
Municipal securities - taxable
Within 1 year		—		—
Greater than 1 to 5 years		—		—
Greater than 5 to 10 years		1,278		1,063
Greater than 10 years		1,251		976
Government agency securities
Within 1 year		—		—
Greater than 1 to 5 years		—		—
Greater than 5 to 10 years		2,022		1,571
Greater than 10 years		9,815		6,879
Corporate securities
					Cost		Fair Value		Cost		Fair Value
Within 1 year		—		—	$	989	$	987	$	—	$	—
Greater than 1 to 5 years		496		470		3,980		3,818		17,744		17,314
Greater than 5 to 10 years		9,119		8,318		22,226		19,561		15,627		14,999
Greater than 10 years		500		425		12,096		8,825		—		—
		30,113		24,382		39,291		33,191		33,371		32,313
Government agency mortgage-backed securities		21,061		17,496		19,569		16,740		816		740
Total	$	51,174	$	41,878	$	58,860	$	49,931	$	34,187	$	33,053

NoThere were no sales of investment securities ~~were sold~~available-for-sale during the three ~~months or nine~~and six months ended ~~September~~June 30, ~~2022~~2023 or ~~2021.~~2022.

~~Securities~~Available-for-sale securities with a carrying value of approximately $~~4.7~~4.4 million and $~~2.8~~4.7 million were pledged to secure public deposits at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

(3) Loans and Allowance for ~~Loan~~Credit Losses

Major classifications of loans, by collateral code, at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are summarized as follows: (in thousands)


	September 30, 2022			December 31, 2021			June 30, 2023			December 31, 2022
Commercial (secured by real estate - owner occupied)	$	160,164		$	158,662		$	162,248		$	162,989
Commercial (secured by real estate - non-owner occupied)		138,351			104,042			142,280			135,720
Commercial and industrial		149,855			152,835			151,007			147,775
Paycheck Protection Program loans		—			17,883
Construction, land and acquisition & development		42,881			16,317			42,028			37,158
Residential mortgage 1-4 family		52,904			63,065			51,976			51,324
Consumer installment		106,228			71,580			113,602			111,268
Total		650,383			584,384			663,141			646,234
Less allowance for loan losses		(9,321	)		(8,559	)
Less allowance for credit losses								(9,252	)		(9,325	)
Total loans, net	$	641,062		$	575,825		$	653,889		$	636,909

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

The Bank grants loans and extensions of credit to individuals and a variety of firms and corporations located primarily in the Atlanta, Georgia MSA. A substantial portion of the loan portfolio is collateralized by improved and unimproved real estate and is dependent upon the real estate market. With the acquisition of Affinity Bank, the Bank enhanced its lending within professional markets, with a primary focus on the dental industry in Georgia and adjoining states. The majority of these loans are commercial and industrial credits for practice acquisitions and equipment financing with the remainder being owner-occupied real estate. Accrued interest on loans totaled $1.7 million on June 30, 2023 and $1.6 million on December 31, 2022 and is included in other assets on the consolidated balance sheet.

The ~~Coronavirus Aid, Relief, and Economic Security Act, also known as~~adoption of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) did not result in an increase to allowance for credit losses for loans for the ~~CARES Act, is an economic stimulus bill signed~~Bank.

~~into law on March 27, 2020, in response to the economic fallout of the COVID-19 pandemic in the United States. The~~

~~creation of the Paycheck Protection Program (PPP) enacted under the CARES Act provides forgivable loans to small~~

~~businesses for payroll obligations, emergency grants to cover immediate operating costs, and a mechanism for loan~~

~~forgiveness by the Small Business Administration should all criteria be met. The Bank received SBA authorization for~~ ~~730~~ ~~and~~ ~~1,171~~ ~~PPP loans totaling $66.1~~ ~~million and $130.3~~ ~~million for the years ended December 31, 2021 and 2020, respectively.~~ ~~These loans are fully guaranteed by the Small Business Administration, and almost all have been paid off by forgiveness.~~

~~Qualifying loans in the amount of $393.9~~ ~~million and $343.6~~ ~~million were pledged to secure the line of credit from the Federal Home Loan Bank of Atlanta (“FHLB”) at September 30, 2022 and December 31, 2021, respectively.~~

1213

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

The following table presents the balance in the allowance for ~~loan~~credit losses and the recorded investment in loans by portfolio segment and based on impairment method as of and for the ~~nine~~three and six months ended ~~September~~June 30, ~~2022~~2023 and as of December 31, ~~2021:~~2022: (in thousands)


September 30, 2022	Commercial (Secured by Real Estate - Owner Occupied)			Commercial (Secured by Real Estate - Non-Owner Occupied)		Commercial and Industrial			Paycheck Protection Program (1)		Construction, Land and Acquisition & Development			Residential Mortgage			Consumer Installment			Unallocated			Total
Allowance for loan losses:
June 30, 2023																										Commercial (Secured by Real Estate - Owner Occupied)			Commercial (Secured by Real Estate - Non-Owner Occupied)			Commercial and Industrial			Construction, Land and Acquisition & Development		Residential Mortgage			Consumer Installment			Unallocated		Total
Allowance for credit losses:
Beginning balance December 31, 2022																										$	2,403		$	2,079		$	2,292		$	487	$	345		$	1,675		$	44	$	9,325
Provision																											(915	)		(748	)		(1,173	)		523		1,094			756			463		—
Charge-offs																											(4	)		—			(3	)		—		—			(148	)		—		(155	)
Recoveries																											8			—			—			—		36			38			—		82
Ending balance																										$	1,492		$	1,331		$	1,116		$	1,010	$	1,475		$	2,321		$	507	$	9,252
Allowance for credit losses:
Beginning balance March 31, 2023																										$	1,509		$	1,396		$	1,205		$	930	$	1,514		$	2,323		$	357	$	9,234
Provision																											(17	)		(65	)		(89	)		80		(75	)		16			150		-
Charge-offs																											—			—			—			—		—			(49	)		—		(49	)
Recoveries																											—			—			—			—		36			31			—		67
Ending balance																										$	1,492		$	1,331		$	1,116		$	1,010	$	1,475		$	2,321		$	507	$	9,252

December 31, 2022
Allowance for credit losses:
Beginning balance	$	2,701		$	1,980	$	2,242		$	—	$	162		$	502		$	969		$	3		$	8,559		$	2,701		$	1,980		$	2,242		$	162	$	502		$	969		$	3	$	8,559
Provision		(606	)		137		103			—		516			(183	)		678			9			654			(421	)		99			55			325		(196	)		801			41		704
Charge-offs		—			—		(26	)		—		—			—			(74	)		—			(100	)		—			—			(26	)		—		—			(123	)		—		(149	)
Recoveries		123			—		20			—		—			39			26			—			208			123			—			21			—		39			28			—		211
Ending balance	$	2,218		$	2,117	$	2,339		$	—	$	678		$	358		$	1,599		$	12		$	9,321		$	2,403		$	2,079		$	2,292		$	487	$	345		$	1,675		$	44	$	9,325
Ending allowance attributable to loans:
Individually evaluated for impairment	$	1		$	1	$	—		$	—	$	—		$	7		$	—		$	—		$	9		$	85		$	1		$	—		$	—	$	4		$	—		$	—	$	90
Collectively evaluated for impairment		2,217			2,116		2,339			—		678			351			1,599			12			9,312			2,318			2,078			2,292			487		341			1,675			44		9,235
Total ending allowance	$	2,218		$	2,117		2,339		$	—	$	678		$	358		$	1,599		$	12		$	9,321		$	2,403		$	2,079		$	2,292		$	487	$	345		$	1,675		$	44	$	9,325
Loans:
Individually evaluated for impairment	$	89		$	3,304	$	—		$	—	$	—		$	2,475		$	—		$	—		$	5,868		$	85		$	3,265		$	—		$	—	$	2,399		$	—		$	—	$	5,749
Collectively evaluated for impairment		160,075			135,047		149,855			—		42,881			50,429			106,228			—			644,515			162,904			132,455			147,775			37,158		48,925			111,268			—		640,485
Total loans	$	160,164		$	138,351	$	149,855		$	—	$	42,881		$	52,904		$	106,228		$	—		$	650,383		$	162,989		$	135,720		$	147,775		$	37,158	$	51,324		$	111,268		$	—	$	646,234

December 31, 2021
Allowance for loan losses:
Beginning balance	$	1,913		$	1,171	$	1,320		$	—	$	224		$	970		$	719		$	44		$	6,361
Provision		(519	)		809		1,119			—		(62	)		(541	)		310			(41	)		1,075
Charge-offs		—			—		(234	)		—		—			—			(76	)		—			(310	)
Recoveries		1,307			—		37			—		—			73			16			—			1,433
Ending balance	$	2,701		$	1,980	$	2,242		$	—	$	162		$	502		$	969		$	3		$	8,559
Ending allowance attributable to loans:
Individually evaluated for impairment	$	—		$	1	$	1		$	—	$	—		$	5		$	—		$	—		$	7
Collectively evaluated for impairment		2,701			1,979		2,241			—		162			497			969			3			8,552
Total ending allowance	$	2,701		$	1,980	$	2,242		$	—	$	162		$	502		$	969		$	3		$	8,559
Loans:
Individually evaluated for impairment	$	95		$	3,387	$	753		$	—	$	—		$	2,992		$	1		$	—		$	7,228
Collectively evaluated for impairment		158,567			100,655		152,082			17,883		16,317			60,073			71,579			—			577,156

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~The Bank recorded a provision for credit losses for unfunded commitments of $586,000 on January 1, 2023 upon adoption of ASC 326. A release on unfunded commitments for the six months ended June 30, 2023 of $3,000 was recorded, and is included in other liabilities on the consolidated balance sheet. The Bank also recorded a provision of $10,000 for credit losses for held-to-maturity securities for a net $7,000 recorded of provision for credit losses for the six months ended June 30, 2023. No provision for credit losses was recorded for the three months ended June 30, 2023.

Total loans

$
158,662

$
104,042

$
152,835

$
17,883

$
16,317

$
63,065

$
71,580

$
—

$
584,384

~~(1)~~

~~Includes PPP loans that are fully guaranteed by the SBA; thus~~ no ~~allowance for loan losses has been allocated to these loans.~~

The Bank individually evaluates all loans for impairment that are on nonaccrual status or are rated substandard (as described below). Additionally, all ~~troubled debt restructurings~~loan modifications to a borrower with financial difficulty are evaluated for impairment. A loan is considered impaired when, based on current events and circumstances, it is probable that all amounts due according to the contractual terms of the loan will not be collected. Impaired loans are measured based on the present value of expected future

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

cash flows, discounted at the loan’s effective interest rate, at the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. Interest payments received on impaired loans are applied as a reduction of the outstanding principal balance.

14Collateral-Dependent Loans

~~AFFINITY BANCSHARES, INC.~~

~~Notes~~
We classify a loan as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to ~~Unaudited Consolidated Financial Statements~~be provided substantially through the operation or sale of collateral. Our commercial loans have collateral that is comprised of real estate and business assets. Our consumer loans have collateral that is substantially comprised of residential real estate. There were no significant changes in the extent to which collateral secures our collateral-dependent loans during the six months ended June 30, 2023, and we had $

4.0 million of collateral-dependent loans without an allowance and no collateral-dependent loans with an allowance at June 30, 2023.

Impaired loans at ~~September 30, 2022 and~~ December 31, ~~2021~~2022 were as follows: (in thousands)


September 30, 2022	Recorded Investment		Unpaid Principal Balance		Allocated Related Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2022											Recorded Investment		Unpaid Principal Balance		Allocated Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial (secured by real estate - owner occupied)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial (secured by real estate - non-owner occupied)		3,122		3,122		—		3,161		—		3,089		3,089		—		3,145		—
Commercial and industrial		—		—		—		—		—		—		—		—		—		—
Paycheck Protection Program		—		—		—		—		—
Construction, land and acquisition & development		—		—		—		—		—		—		—		—		—		—
Residential mortgage		1,581		1,581		—		1,636		5		1,526		1,526		—		1,596		5
Consumer installment		—		—		—		—		—		—		—		—		—		—
		4,703		4,703		—		4,797		5		4,615		4,615		—		4,741		5
With an allowance recorded:
Commercial (secured by real estate - owner occupied)	$	89	$	89	$	1	$	93	$	4		85		85		85		90		4
Commercial (secured by real estate - non-owner occupied)		182		182		1		186		8		176		176		1		182		8
Commercial and industrial		—		—		—		—		—		—		—		—		—		—
Construction, land and acquisition & development		—		—		—		—		—		—		—		—		—		—
Residential mortgage		894		894		7		922		18		873		873		4		907		22
Consumer installment		—		—		—		—		—		—		—		—		—		—
		1,165		1,165		9		1,201		30		1,134		1,134		90		1,179		34
Total impaired loans	$	5,868	$	5,867	$	9	$	5,998	$	35	$	5,749	$	5,749	$	90	$	5,920	$	39


December 31, 2021
With no related allowance recorded:
Commercial (secured by real estate - owner occupied)	$	95	$	95	$	—	$	100	$	6
Commercial (secured by real estate - non-owner occupied)		3,199		3,199		—		3,177		45
Commercial and industrial		388		421		—		458		—
Paycheck Protection Program		—		—		—		—		—
Construction, land and acquisition & development		—		—		—		—		—
Residential mortgage		2,052		2,052		—		2,110		31
Consumer installment		1		1		—		3		—
		5,735		5,768		—		5,848		82
With an allowance recorded:
Commercial (secured by real estate - owner occupied)	$	—	$	—	$	—	$	—	$	—
Commercial (secured by real estate - non-owner occupied)		188		189		1		192		12
Commercial and industrial		365		365		1		379		—
Construction, land and acquisition & development		—		—		—		—		—
Residential mortgage		940		941		5		960		60
Consumer installment		—		—		—		—		—
		1,493		1,495		7		1,531		72
Total impaired loans	$	7,228	$	7,263	$	7	$	7,379	$	154

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

The following table presents the aging of the recorded investment in past due loans, as well as the recorded investment in nonaccrual loans, as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 by class of loans: (in thousands)


September 30, 2022	30 -59 Days Past Due		60- 89 Days Past Due		90 Days or Greater Past Due		Total Accruing Loans Past Due		Nonaccrual		Current		Total
June 30, 2023															30 -59 Days Past Due		60- 89 Days Past Due		90 Days or Greater Past Due		Total Accruing Loans Past Due		Nonaccrual with Allowance		Nonaccrual without Allowance		Current		Total
Commercial (secured by real estate - owner occupied)	$	—	$	—	$	—	$	—	$	89	$	160,075	$	160,164	$	—	$	—	$	—	$	—	$	79	$	—	$	162,169	$	162,248
Commercial (secured by real estate - non-owner occupied)		—		—		—		—		3,354		134,997		138,351		—		—		—		—		165		3,020		139,095		142,280
Commercial and industrial		—		—		—		—		100		149,755		149,855		—		—		—		—		—		—		151,007		151,007
Paycheck Protection Program		—		—		—		—		—		—		—
Construction, land and acquisition & development		—		—		—		—		—		42,881		42,881		—		—		—		—		—		—		42,028		42,028
Residential mortgage		897		537		—		1,434		3,302		48,168		52,904		989		—		—		989		637		2,027		48,323		51,976
Consumer installment		399		12		—		411		172		105,645		106,228		161		—		—		161		—		247		113,194		113,602
Total	$	1,296	$	549	$		$	1,845	$	7,017	$	641,521	$	650,383	$	1,150	$	—	$	—	$	1,150	$	881	$	5,294	$	655,816	$	663,141

December 31, 2021

December 31, 2022															30 -59 Days Past Due		60- 89 Days Past Due		90 Days or Greater Past Due		Total Accruing Loans Past Due		Nonaccrual		Current		Total
Commercial (secured by real estate - owner occupied)	$	—	$	—	$	—	$	—	$	—	$	158,662	$	158,662	$	—	$	—	$	—	$	—	$	85	$	162,904	$	162,989
Commercial (secured by real estate - non-owner occupied)		—		—		—		—		3,200		100,842		104,042		—		—		—		—		3,312		132,408		135,720
Commercial and industrial		338		—		—		338		813		151,684		152,835		—		—		—		—		3		147,772		147,775
Paycheck Protection Program		—		—		—		—		—		17,883		17,883
Construction, land and acquisition & development		—		—		—		—		—		16,317		16,317		85		—		—		85		—		37,073		37,158
Residential mortgage		3,547		1,148		—		4,695		2,873		55,497		63,065		2,341		533		249		3,123		3,185		45,016		51,324
Consumer installment		271		25		—		296		125		71,159		71,580		571		59		—		630		135		110,503		111,268
Total	$	4,156	$	1,173	$	—	$	5,329	$	7,011	$	572,044	$	584,384	$	2,997	$	592	$	249	$	3,838	$	6,720	$	635,676	$	646,234

On January 1, 2023, the Bank adopted ASU 2022-02, which eliminated the accounting guidance for TDRs by creditors and enhanced the disclosure requirements for certain loan modifications to borrowers experiencing financial difficulty. There was one loan that was both experiencing financial difficulty and was modified during the six months ended June 30, 2023.

There was noone new residential mortgage loan modification to a borrower with financial difficulty for $~~new troubled debt restructuring~~26,000 during the ~~nine~~six months ended ~~September~~June 30, ~~2022 or 2021.~~2023. The maturity date was extended. No ~~troubled debt restructurings~~loan modifications made to a borrower with financial difficulty subsequently defaulted during the ~~nine~~six months ended ~~September~~June 30, ~~2022 or 2021.~~

~~The Bank has allocated an allowance for loan losses of approximately $9,000~~ ~~and $6,000~~ ~~to customers whose loan terms have been modified in troubled debt restructurings as of September 30, 2022 and December 31, 2021, respectively.~~2023.

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Bank uses the following definitions for its risk ratings:

Special Mention. Loans have potential weaknesses that may, if not corrected, weaken or inadequately protect the Bank's credit position at some future date. Weaknesses are generally the result of deviation from prudent lending practices, such as over advances on collateral. Credits in this category should, within a 12-month period, move to Pass if improved or drop to Substandard if poor trends continue.

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

Substandard. Inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans have a well-defined weakness or weaknesses such as primary source of repayment is gone or severely impaired or cash flow is insufficient to reduce debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans have the same weaknesses as those classified Substandard, with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable. The likelihood of a loss on an asset or portion of an asset classified Doubtful is high.

Loss. Loans considered uncollectible and of such little value that the continuance as a Bank asset is not warranted. This does not mean that the loan has no recovery or salvage value, but rather the asset should be charged off even though partial recovery may be possible in the future.

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, and based on the most recent analysis performed, the risk category and year of origination of loans by class of loans is as follows: (in thousands)


September 30, 2022	Pass		Special Mention		Substandard		Doubtful/ Loss		Total
											2023		2022		2021		2020		2019		Prior		Revolvers		Total
Pass
Commercial (secured by real estate - owner occupied)	$	159,706	$	369	$	89	$	—	$	160,164	$	2,848	$	28,324	$	32,137	$	24,221	$	10,513	$	53,509	$	10,270	$	161,822
Commercial (secured by real estate - non-owner occupied)		132,691		2,306		3,354		—		138,351		22,077		36,757		26,462		5,077		10,725		24,308		9,509		134,915
Commercial and industrial		149,755		—		100		—		149,855		13,896		23,041		28,953		16,150		22,575		31,341		15,051		151,007
Paycheck Protection Program		—		—		—		—		—
Construction, land and acquisition & development		42,881		—		—		—		42,881		8,959		23,784		6,245		111		189		1,231		1,486		42,005
Residential mortgage		49,658		—		3,246		—		52,904		3,313		5,445		1,995		1,846		1,488		31,186		3,737		49,010
Consumer installment		106,056		—		172		—		106,228		23,031		56,730		22,350		6,865		3,031		366		769		113,142
Total pass												74,124		174,081		118,142		54,270		48,521		141,941		40,822		651,901
Special Mention
Commercial (secured by real estate - owner occupied)												-		-		-		-		-		347		-		347
Commercial (secured by real estate - non-owner occupied)												-		-		3,589		-		-		545		-		4,134
Commercial and industrial												-		-		-		-		-		-		-		-
Construction, land and acquisition & development												-		-		-		-		-		-		-		-
Residential mortgage												-		-		-		-		-		182		-		182
Consumer installment												13		165		50		15		8		—		—		251
Total special mention												13		165		3,639		15		8		1,074		-		4,914
Substandard
Commercial (secured by real estate - owner occupied)												-		-		-		-		-		79		-		79
Commercial (secured by real estate - non-owner occupied)												-		-		-		-		-		3,216		15		3,231
Commercial and industrial												-		-		-		-		-		-		-		-
Construction, land and acquisition & development												-		-		-		23		-		-		-		23
Residential mortgage												-		210		111		113		122		2,228		-		2,784
Consumer installment												—		57		130		4		18		—		—		209
Total substandard												-		267		241		140		140		5,523		15		6,326

Total	$	640,747	$	2,675	$	6,961	$	—	$	650,383	$	74,137	$	174,513	$	122,022	$	54,425	$	48,669	$	148,538	$	40,837	$	663,141
Current year to date period gross write-offs
Commercial (secured by real estate - owner occupied)											$	—	$	—	$	—	$	—	$	—	$	4	$	—	$	4
Commercial (secured by real estate - non-owner occupied)												—		—		—		—		—		—		—		—
Commercial and industrial												—		—		—		—		—		3		—		3
Construction, land and acquisition & development												—		—		—		—		—		—		—		—
Residential mortgage												—		—		—		—		—		—		—		—
Consumer installment												—		59		78		11		—		—		—		148
Total current period gross write-offs											$	—	$	59	$	78	$	11	$	—	$	7	$	—	$	155

December 31, 2021

Pass

Special
Mention

Substandard

Doubtful/
Loss

Total

Commercial (secured by real estate - owner occupied)

$
158,272

$
390

$
—

$
—

$
158,662

Commercial (secured by real estate - non-owner occupied)

98,269

2,352

3,421

—

104,042

Commercial and industrial

151,983

—

852

—

152,835

Paycheck Protection Program

17,883

—

—

—

17,883

Construction, land and acquisition & development

16,005

312

—

—

16,317

Residential mortgage

59,080

—

3,985

—

63,065

Consumer installment

71,440

—

140

—

71,580

Total

$
572,932

$
3,054

$
8,398

$
—

$
584,384

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements


December 31, 2022	Pass		Special Mention		Substandard		Doubtful/ Loss		Total
Commercial (secured by real estate - owner occupied)	$	162,541	$	362	$	86	$	—	$	162,989
Commercial (secured by real estate - non-owner occupied)		130,115		2,293		3,312		—		135,720
Commercial and industrial		147,772		—		3		—		147,775
Construction, land and acquisition & development		37,158		—		—		—		37,158
Residential mortgage		48,193		—		3,131		—		51,324
Consumer installment		111,049		84		135		—		111,268
Total	$	636,828	$	2,739	$	6,667	$	—	$	646,234

(4) ~~Deposits~~Intangible Assets

The core deposit premium intangible asset had a gross carrying amount of $1.9 million and accumulated amortization of $670,000 at June 30, 2023. The core deposit premium intangible asset had a gross carrying amount of $1.9 million and accumulated amortization of $574,000 at December 31, 2022. Aggregate amortization expense was $48,000 and $96,000 during for the three and six months ended June 30, 2023 and 2022.

Goodwill acquired through acquisition was $17.2 million at June 30, 2023 and 2022. No impairment loss was recognized during the six months ended June 30, 2023 or 2022.

(5) Deposits

The aggregate amounts of certificates of deposit of $250,000 or more, the standard FDIC deposit insurance coverage limit per depositor, were approximately $~~17.1~~37.1 million at ~~September~~June 30, ~~2022~~2023 and $~~22.6~~26.4 million at December 31, ~~2021.~~2022. Due to the FDIC insurance coverage rules and limits for a depositor's specific group of deposit accounts, it is important to note not all deposits in excess of $250,000 are uninsured.

Brokered CDs totaled $116.4 million and had a weighted average rate of 4.90% and a weighted average maturity of 32 months at June 30, 2023 and $34.9 million and had a weighted average rate of 4.50% and a weighted average maturity of 34 months at December 31, 2022.

~~(5)~~(6) Borrowings

The following FHLB advances, which required monthly or quarterly interest payments, were outstanding at ~~September~~June 30, ~~2022:~~2023:

Advance Date

Advance

Interest Rate

Maturity

Rate

Call Feature

Advance

Interest Rate

Maturity

Rate

Call Feature

8/24/2022

10,000,000

2.70

10/24/2022

Fixed

N/A

1/6/2023

10,000,000

4.22

1/6/2026

Fixed

N/A

1/6/2023

10,000,000

3.94

1/6/2028

Fixed

N/A

10,000,000

20,000,000

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

There were FHLB advances totaling $~~49.0~~10.0 million consisting of advances with a book value of $~~48.0~~10.0 million and ano fair value adjustment ~~of $1.0~~ ~~million~~ as of December 31, ~~2021.~~2022. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the FHLB advances were collateralized by certain loans which totaled approximately $~~393.9~~393.3 million and $~~343.6~~384.4 million, and by the Company’s investment in FHLB stock which totaled approximately $~~775,000~~1.3 million and $~~2.2~~832,000 ~~million~~ at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. Acquired FHLB advances totaling $49.0 million were paid off during the ~~nine~~six months ended ~~September~~June 30, 2022. We were able to accrete to income the remaining $1.0 million fair value adjustment associated with these acquired ~~advances. This decreased our~~advances, resulting in a reduction in interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2022 to $738,000~~.2022. We also incurred $647,000 of prepayment penalties during the ~~nine~~six months ended ~~September~~June 30, 2022 in connection with the payoff of the acquired advances.

The Company had one FHLB letter of credit of $~~5.0~~ ~~million and $8.0~~12.5 million, used to collateralize public deposits, outstanding at ~~September~~both June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022.

The Company has a Federal Funds unsecured ~~line~~lines of credit ~~with Texas Independent Bankers Bank (TIB) of~~totaling $~~20.0~~32.5 million. No amount was borrowed under ~~this line~~these lines as of ~~September~~June 30, ~~2022.~~2023.

1819

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

~~(6)~~(7) Employee Stock Ownership Plan

The Company sponsors an employee stock ownership plan (“ESOP”) that covers all employees who meet certain service requirements. The Company makes annual contributions to the ESOP in amounts as defined by the plan document. These contributions are used to pay debt service and purchase additional shares. Certain ESOP shares are pledged as collateral for debt. As the debt is repaid, shares are released from collateral and allocated to active employees, based on the proportion of debt service paid in the year.

In 2017, the ESOP borrowed $3.0 million payable to the Company for the purpose of purchasing shares of the Company’s common stock. A total of 295,499 shares were purchased with the loan proceeds as part of the Company’s initial stock offering. In 2021, the ESOP borrowed $3.0 million payable to the Company for the purpose of purchasing additional shares of the Company’s common stock. A total of 225,721 shares were purchased with the loan proceeds as part of the Company’s second stock offering. Total ESOP expense for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 was approximately $~~77,000~~67,000, $~~71,000~~79,000, $~~237,000~~145,000 and $~~193,000~~160,000, respectively. The balance of the note payable of the ESOP was approximately $~~5.4~~5.3 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. Because the source of the loan payments is contributions received by the ESOP from the Company, the related note receivable is shown as a reduction of stockholders’ equity. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, ~~59,000~~80,000 shares had been released.

~~(7)~~(8) Stock-Based Compensation

In 2018, shareholders approved the Company’s 2018 Equity Incentive Plan, which authorizes the issuance of up to 133,987 shares of common stock pursuant to restricted stock grants and up to 334,970 shares of common stock pursuant to the exercise of options. ~~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) (see Note 1).~~

In May 2022, shareholders approved the Company’s 2022 Equity Incentive Plan, which authorizes the issuance of up to 148,060 shares of common stock pursuant to restricted stock grants and up to 370,150 shares of common stock pursuant to the exercise of options.

A Black-Scholes model is utilized to estimate the fair value of stock option grants, while the market price of the Company’s stock at the date of grant is used to estimate the fair value of restricted stock awards. The weighted average assumptions used in the Black-Scholes model for valuing stock option grants during the six months ended June 30, 2023 were as follows: dividend yield isof 0%, expected volatility isof ~~32.12~~27.32%, ~~the~~ risk-free interest rate isof ~~2.84~~3.66%, expected average life isof ~~7.32~~6.90, and ~~the~~ weighted average per share fair value of options ~~is $6.04~~.

~~Stock options of~~ ~~221,500~~ ~~shares with a weighted average exercise price~~ of $~~14.86~~5.40 ~~were granted during the nine months ended September 30, 2022. Restricted stock of~~ ~~114,000~~ ~~shares with a weighted average grant date value of $14.85~~ ~~were also granted during the nine months ended September 30, 2022.~~.

A summary of the Company’s stock option activity is summarized below.


Stock Options	Option Shares Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value (in thousands)

Outstanding - December 31, 2022		484,519		$	12.28		8.45	$	1,522
Granted		57,500			14.40
Exercise of stock options*		(8,753	)		11.14
Outstanding - June 30, 2023		533,266		$	12.21		7.81	$	934
Exercisable - June 30, 2023		189,515		$	10.06		6.50	$	607

* The terms of the stock option agreements permit having a number of shares of stock withheld, the fair market value of which as of the date of exercise is sufficient to satisfy the exercise price and/or tax withholding requirements. All 2023 exercises of stock options were exercised in this manner.

Stock Options

Option Shares Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Life (Years)

Aggregate Intrinsic Value (in thousands)

Outstanding - December 31, 2021

334,970

$
9.90

Granted

—

—

Exercise of stock options

—

—

Forfeited

—

—

Outstanding - March 31, 2022

334,970

$
9.90

7.59

$
1,009

Exercisable - March 31, 2022

102,475

$
10.28

8.00

$
535

Granted

73,500

14.87

Exercise of stock options

—

—

Forfeited

—

—

Outstanding - June 30, 2022

408,470

$
10.80

7.91

$
1,696

Exercisable - June 30, 2022

166,779

$
10.08

7.31

$
812

Granted

148,000

$
14.85

Exercise of stock options*

—

Forfeited

13,399

11.14

Outstanding - September 30, 2022

543,071

$
11.89

8.15

$
1,789

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Exercisable - September 30, 2022

169,469

$
10.13

6.91

$
791

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock options. A summary of the Company’s restricted stock activity is summarized below.


Restricted Stock	Restricted Shares Outstanding			Weighted Average Grant Date Fair Value

Outstanding - December 31, 2022		169,504		$	11.97
Granted		12,400			14.40
Outstanding - March 31, 2023		181,904		$	12.08
Vested*		(27,147	)		10.42
Outstanding - June 30, 2023		154,757		$	12.08

Restricted Stock

Weighted Average Grant Date Fair Value

Restricted Shares Outstanding

Outstanding - December 31, 2021

$
8.63

93,336

Granted

—

—

Vested

—

—

Forfeited

—

—

Outstanding - March 31, 2022

$
8.63

93,336

Granted

$
14.87

29,400

Vested*

8.63

(26,787
)
Forfeited

—

—

Outstanding - June 30, 2022

$
10.48

95,949

Granted

$
14.85

84,600

Vested*

—

—

Forfeited

11.14

(5,051
)
Outstanding - September 30, 2022

$
11.97

175,498

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

* The terms of the restricted stock agreements permit the surrender of shares to the Company upon vesting in order to satisfy applicable tax withholding requirements at the minimum statutory withholding rate, and accordingly, ~~3,070~~ ~~and~~ ~~2,641~~1,751 shares were surrendered during the ~~nine~~six months ended ~~September~~June 30, ~~2022 and 2021.~~2023.

The Company recognized approximately $~~281,000~~264,000, $~~110,000~~66,000, $~~460,000~~524,000 and $~~295,000~~179,000 of stock-based compensation expense during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 respectively, associated with its common stock awards granted to directors and officers.

~~This expense is net of approximately $47,000~~ ~~and $34,000~~ ~~during the nine months ended September 30, 2022 and 2021 for shares surrendered to satisfy applicable tax withholding requirements.~~

As of ~~September~~June 30, ~~2022,~~2023, there was approximately $~~3.7~~3.2 million of unrecognized compensation cost related to equity award grants. The cost is expected to be recognized over the weighted average remaining vesting period of approximately ~~3.08~~2.59 years.

~~(8)~~(9) Fair Value Measurements and Disclosures

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. From time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans and other real estate owned. These nonrecurring fair value adjustments typically involve application of the lower of cost or market accounting or write-downs of individual assets. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

Cash and Cash Equivalents

The carrying value of cash and cash equivalents is a reasonable estimate of fair value.

Investment Securities Available-for-Sale

Available-for-sale securities are recorded at market value. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter market funds. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and state, county and municipal bonds. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Other Investments

The carrying value of other investments includes FHLB stock and FNBB stock and approximates fair value.

Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and a specific reserve may be required to be established within the allowance for ~~loan~~credit losses. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with GAAP. The fair value of impaired loans is estimated using one of three methods, including collateral value, market value

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

of similar debt, and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with GAAP, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3. For disclosure purposes, the fair value of fixed rate loans which are not considered impaired is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For unimpaired variable rate loans, the carrying amount is a reasonable estimate of fair value for disclosure purposes.

Other Real Estate Owned

Other real estate properties are adjusted to fair value upon transfer of the loans to other real estate. Subsequently, other real estate assets are carried at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price, the Bank records the other real estate as nonrecurring Level 2. When an appraised value is used or an appraisal is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Bank records the other real estate asset as nonrecurring Level 3.

Bank Owned Life Insurance

The carrying value of the cash surrender value of life insurance reasonably approximates fair value.

Deposits

The fair value of savings accounts, interest bearing checking accounts, non-interest bearing checking accounts and market rate checking accounts is the amount payable on demand at the reporting date, while the fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using current rates at which comparable certificates would be issued.

21FHLB Advances and Other Borrowings

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

FHLB ~~Advances~~

~~The~~advances are carried at cost and the fair value is obtained from the Federal Home Loan Bank of FHLB fixed-rate borrowings is estimated using discounted cash flows, based on the current incremental borrowing rates for similar types of borrowing arrangements, but since the only advances we have borrowed have a one or two month maturity,Atlanta. Federal Funds

Purchased are carried at cost and because they are overnight funds, the carrying value is a reasonable estimate of ~~the these advances reasonably approximates~~ fair value.

Commitments to Extend Credit

Commitments to extend credit are short-term and, therefore, the carrying value and the fair value are considered immaterial for disclosure.

Assets Recorded at Fair Value on a Recurring Basis

The Company’s only assets recorded at fair value on a recurring basis are available-for-sale securities that had fair values of approximately $~~41.9~~49.9 million and $~~48.6~~46.2 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. They are classified as Level 2.

Assets Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost

AFFINITY BANCSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands).


September 30, 2022	Level 1		Level 2		Level 3		Total
June 30, 2023									Level 1		Level 2		Level 3		Total
Other real estate owned									$	—	$	—	$	2,901	$	2,901
Collateral dependent loans										—		—		4,022		4,022
Total assets at fair value									$	—	$	—	$	6,923	$	6,923

December 31, 2022									Level 1		Level 2		Level 3		Total
Other real estate owned	$	—	$	—	$	3,538	$	3,538	$	—	$	—	$	2,901	$	2,901
Impaired loans		—		—		5,859		5,859		—		—		5,659		5,659
Total assets at fair value	$	—	$	—	$	9,397	$	9,397	$	—	$	—	$	8,560	$	8,560

December 31, 2021	Level 1		Level 2		Level 3		Total
Other real estate owned	$	—	$	—	$	3,538	$	3,538
Impaired loans		—		—		7,221		7,221
Total assets at fair value	$	—	$	—	$	10,759	$	10,759

The carrying amounts and estimated fair values (in thousands) of the Company’s financial instruments at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are as follows:


	September 30, 2022				December 31, 2021				June 30, 2023				December 31, 2022
	Carrying		Estimated		Carrying		Estimated		Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value		Amount		Fair Value		Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	40,506	$	40,506	$	111,776	$	111,776	$	82,894	$	82,894	$	26,324	$	26,324
Investment securities
available-for-sale		41,878		41,878		48,557		48,557
Investment securities available-for-sale										49,931		49,931		46,200		46,200
Investment securities held-to-maturity										34,145		33,053		26,527		26,251
Other investments		1,025		1,025		2,476		2,476		1,508		1,508		1,082		1,082
Loans, net		641,062		613,341		575,825		581,541		663,141		629,318		646,234		611,687
Cash surrender value of life insurance		15,637		15,637		15,377		15,377
Bank owned life insurance										15,899		15,899		15,724		15,724
Financial liabilities:
Deposits		646,017		584,139		614,799		601,036		731,042		728,465		657,172		653,577
FHLB advances		10,000		10,000		48,988		48,197
FHLB advances and other borrowings										20,000		20,374		10,025		10,025

~~AFFINITY BANCSHARES, INC.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of financial condition and results of operations at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 and for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing in Part I, Item 1, of this report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements, which 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. These forward-looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans, prospects, growth and operating strategies;

•

statements regarding the quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

These 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.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•

~~risks related to the COVID-19 pandemic or any other pandemic;~~

•

general economic conditions, either nationally or in our market areas, that are worse than expected;

•

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for ~~loan~~credit losses;

•

our ability to access cost-effective funding;

•

changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio;

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

•

demand for loans and deposits in our market area;

•

our ability to implement and change our business strategies;

•

competition among depository and other financial institutions, including with respect to service charges and fees;

•

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

•

adverse changes in the securities or secondary mortgage markets;

•

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

•

changes in tax laws;

•

~~the effects of any Federal government shutdown;~~

•

changes in the quality or composition of our loan or investment portfolios;

•

technological changes that may be more difficult or expensive than expected;

•

failure or breaches of our IT security systems;

•

the inability of third-party providers to perform as expected;

•

our ability to manage market risk, credit risk and operational risk in the current economic environment;

•

our ability to introduce new products and services, enter new markets successfully and capitalize on growth opportunities;

•

our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;

•

changes in consumer spending, borrowing and savings habits;

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

•

our ability to retain key employees;

•

the effects of global or national war, conflict or acts of terrorism;

•

risks related to the COVID-19 pandemic or any other pandemic;

•

the effects of any Federal government shutdown;

•

our compensation expense associated with equity allocated or awarded to our employees; and

•

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Summary of Significant Accounting Policies

A summary of our accounting policies is described in Note 1 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. There have been no material changes to our significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Comparison of Financial Condition at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022

Total assets ~~decreased $11.7~~increased $85.6 million, or ~~1.5%~~10.8%, to ~~$776.4~~$876.9 million at ~~September~~June 30, ~~2022~~2023 from ~~$788.1~~$791.3 million at December 31, ~~2021,~~2022, due primarily to ~~a decrease~~an increase in cash and cash equivalents ~~partially offset by~~as well as an increase in ~~net~~ loans.

Cash and cash equivalents ~~decreased $71.3~~increased $56.6 million, or ~~63.8%~~214.9%, to ~~$40.5~~$82.9 million at ~~September~~June 30, ~~2022~~2023 from ~~$111.8~~$26.3 million at December 31, ~~2021~~2022 primarily due to cash received from an increase in deposits as ~~excess liquidity was utilized to pay off~~well as an increase in Federal Home Loan Bank ~~("FHLB")~~ advances ~~and fund loan growth.~~as we have increased our levels of liquidity in response to recent market events.

Net loans increased ~~$65.2~~$17.0 million, or ~~11.3%~~2.7%, to ~~$641.1~~$653.9 million at ~~September~~June 30, ~~2022~~2023 from ~~$575.8~~$636.9 million at December 31, ~~2021, including Paycheck Protection Program (PPP) loans of $27,000 and $17.9 million at September 30, 2022 and December 31, 2021, respectively. Commercial~~2022. Non-owner-occupied real estate loans increased ~~$35.8~~$6.6 million, or ~~13.6%~~4.8%, to ~~$298.5~~$142.3 million at ~~September~~June 30, ~~2022~~2023 from ~~$262.7~~$135.7 million at December 31, ~~2021, while construction~~2022. Construction loans increased ~~$26.6~~$4.9 million, or ~~162.8%~~13.1%, to ~~$42.9~~$42.0 million at ~~September~~June 30, ~~2022~~2023 from ~~$16.3~~$37.2 million at December 31, ~~2021, as we have been successful with~~2022. There were no other material changes in any of our ~~strategic initiative to increase construction lending to continue to diversify~~loan categories during the ~~loan portfolio. In addition, consumer loans~~six months.

Total investment securities increased ~~$34.6~~$11.3 million, or ~~48.4%~~15.6%, to ~~$106.2~~$84.1 million at ~~September~~June 30, ~~2022~~2023, from ~~$71.6~~$72.7 million at December 31, ~~2021,~~2022, as we ~~continue~~continued to ~~experience growth~~invest excess cash in ~~our indirect automobile loans. These increases were~~securities in an effort to increase yield.

Total deposits increased $73.9 million, or 11.2%, to $731.0 million at June 30, 2023 from $657.2 million at December 31, 2022, reflecting an increase in certificates of deposit. Certificates of deposit increased $109.9 million, or 87.3%, to $235.9 million at June 30, 2023 from $126.0 million at December 31, 2022. This was partially offset by a decrease in ~~PPP loans, which decreased $17.9~~non-time deposits of $36.1 million, or ~~99.8% to $27,000 at September 30, 2022 from $17.9 million at December 31, 2021~~6.8%, as ~~a result~~we believe customers increased deposits in higher-yielding accounts during the current interest rate environment. The certificates of ~~continued forgiveness~~deposits increase included brokered deposits totaling $81.6 million. Brokered deposits have an average life of loans by SBA, a decrease in one-to-four family residential real estate loans of $10.2 million, or 16.1%, to $52.9 million at September 30, 2022 from $63.1 million at December 31, 2021, as mortgage loans continue to be refinanced at lower rates than we offer, and a decrease in commercial and industrial loans of $2.9 million, or 1.9%, to $149.9 million at September 30, 2022 from $152.8 million at December 31, 2021.

Securities available-for-sale decreased $6.7 million, or 13.8%, to $41.9 million at September 30, 2022 from $48.6 million at December 31, 2021, as unrealized losses on the investment portfolio increased with the increase in rates.

Total deposits increased $31.2 million, or 5.1%, to $646.0 million at September 30, 2022 from $614.8 million at December 31, 2021, reflecting increases in all categories of deposits. We recorded an increase in non-interest-bearing checking accounts of $10.8 million, or 5.6%, an increase in interest-bearing checking accounts of $1.8 million, or 2.02%, an increase in market-rate checking accounts of $14.4 million, or 9.9%,2.7 years and an ~~increase in savings accounts~~average interest rate of ~~$2.1 million, or 2.4%, due to our continued focus on growing core deposits to fund our loan growth.~~4.90%. The loan-to-deposit ratio at ~~September~~June 30, ~~2022~~2023 was ~~99.2%~~90.7%, as compared to ~~93.7%~~98.3% at December 31, ~~2021.~~2022.

We had ~~a $10.0~~$20.0 million of FHLB advance and no other borrowings at ~~September~~June 30, ~~2022,~~2023, compared to ~~$49.0~~$10.0 million of Federal Home Loan Bank advances at December 31, ~~2021. Borrowings were decreased~~2022. We increased borrowings during the ~~nine months ended September 30, 2022 as we repaid acquired~~first quarter of 2023 to increase our liquidity position in response to recent market events, including the closures of Signature Bank and Silicon Valley Bank. During the second quarter, $15.0 million of FHLB borrowings ~~recognizing $1.0~~matured, and an additional $20.0 million of FHLB borrowings was prepaid that was issued in ~~accretion from the fair value adjustments on acquired advances. Prepayment penalties in the amount~~first quarter of ~~$647,000 were also recognized with the repayment of these acquired advances for the nine months ended September 30, 2022.~~2023.

Stockholders’ equity ~~decreased~~increased by ~~$5.7 million,~~$836,000, or ~~4.8%~~0.7% to ~~$115.2~~$117.9 million at ~~September~~June 30, ~~2022~~2023 compared to ~~$121.0~~$117.1 million at December 31, ~~2021,~~2022, primarily due to ~~$6.9~~net income of $3.3 million ~~in accumulated other comprehensive loss related to our investment portfolio, as well as~~during the first six months of 2023, partially offset by a decrease in additional paid in capital from the repurchase of ~~343,632~~192,571 shares of our common stock totaling ~~$5.3~~$2.7 million ~~with~~at an average price per share of ~~$15.39. Accumulated other comprehensive loss increased by $6.6 million at September 30, 2022 from $358,000 at December 31, 2021.~~$13.78.

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,														For the Three Months Ended June 30,
	2022							2021							2023							2022
	Average Outstanding Balance		Interest		Average Yield/Rate			Average Outstanding Balance		Interest		Average Yield/Rate			Average Outstanding Balance		Interest		Average Yield/Rate			Average Outstanding Balance		Interest		Average Yield/Rate
	(Dollars in thousands)														(Dollars in thousands)
Interest-earning assets:
Loans	$	639,115	$	7,734		4.80	%	$	568,442	$	7,332		5.12	%	$	665,921	$	8,727		5.26	%	$	613,396	$	7,283		4.76	%
Securities		44,690		289		2.56	%		40,569		216		2.13	%
Interest-earning deposits		39,384		189		1.91	%		115,330		53		0.18	%
Investment securities held-to-maturity																34,131		521		6.13	%		—		—		—
Investment securities available-for-sale																50,758		428		3.38	%		46,461		279		2.40	%
Interest-earning deposits and federal funds																93,116		1,150		4.95	%		41,856		79		0.76	%
Other investments		1,163		12		4.19	%		2,476		21		3.37	%		2,167		37		6.90	%		1,187		12		3.95	%
Total interest-earning assets		724,352		8,224		4.50	%		726,817		7,622		4.19	%		846,093		10,863		5.15	%		702,900		7,653		4.36	%
Non-interest-earning assets		49,770							64,408							52,023							51,662
Total assets	$	774,122						$	791,225						$	898,116						$	754,562

Interest-bearing liabilities:
Interest-bearing checking accounts	$	98,473	$	47		0.19	%	$	83,519	$	43		0.21	%	$	95,317	$	56		0.23	%	$	97,618	$	45		0.19	%
Market rate checking accounts		159,478		100		0.25	%		136,984		117		0.34	%
Money market accounts																137,306		825		2.41	%		150,863		93		0.25	%
Savings accounts		83,484		187		0.89	%		93,717		100		0.43	%		88,152		558		2.54	%		82,478		87		0.42	%
Certificates of deposit		89,871		291		1.28	%		105,285		369		1.40	%		240,954		2,346		3.91	%		90,194		259		1.15	%
Total interest-bearing deposits		431,306		625		0.57	%		419,505		629		0.60	%		561,729		3,785		2.70	%		421,153		484		0.46	%
FHLB advances		13,696		73		2.12	%		49,039		132		1.07	%
FHLB advances and other borrowings																35,495		385		4.35	%		14,478		28		0.78	%
Total interest-bearing liabilities		445,002		698		0.62	%		468,544		761		0.65	%		597,224		4,170		2.80	%		435,631		512		0.47	%
Non-interest-bearing liabilities		211,986							203,336							182,140							202,296
Total liabilities		656,988							671,880							779,364							637,927
Total stockholders' equity		117,134							119,345							118,752							116,635
Total liabilities and stockholders' equity	$	774,122						$	791,225						$	898,116						$	754,562
Net interest rate spread						3.88	%						3.54	%						2.35	%						3.89	%
Net interest income			$	7,526						$	6,861						$	6,693						$	7,141
Net interest-earning assets	$	279,350						$	258,273
Net interest margin						4.12	%						3.78	%						3.17	%						4.06	%

~~(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 Six Months Ended June 30,
	2023							2022
	Average Outstanding Balance		Interest		Average Yield/Rate			Average Outstanding Balance		Interest			Average Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Loans	$	658,887	$	17,018		5.21	%	$	604,464	$	14,279			4.76	%
Investment securities held-to-maturity		33,518		1,025		6.17	%		—		—			—
Investment securities available-for-sale		49,806		838		3.39	%		47,549		539			2.26	%
Interest-earning deposits and federal funds		69,568		1,638		4.75	%		45,026		97			0.43	%
Other investments		2,403		72		6.07	%		1,094		17			3.21	%
Total interest-earning assets		814,182		20,591		5.10	%		698,133		14,932			4.28	%
Non-interest-earning assets		51,524							52,661
Total assets	$	865,706						$	750,794

Interest-bearing liabilities:
Interest-bearing checking accounts	$	93,596	$	100		0.22	%	$	96,949	$	87			0.18	%
Money market accounts		138,394		1,486		2.17	%		147,677		182			0.25	%
Savings accounts		92,003		1,110		2.43	%		84,326		169			0.40	%
Certificates of deposit		195,260		3,403		3.51	%		92,318		549			1.19	%
Total interest-bearing deposits		519,253		6,099		2.37	%		421,270		987			0.47	%
FHLB advances and other borrowings		41,078		901		4.42	%		11,665		(947	)		-16.37	%
Total interest-bearing liabilities		560,331		7,000		2.52	%		432,935		40			0.02	%
Non-interest-bearing liabilities		186,874							198,680
Total liabilities		747,205							631,615
Total stockholders' equity		118,501							119,179
Total liabilities and stockholders' equity	$	865,706						$	750,794
Net interest rate spread						2.58	%							4.26	%
Net interest income			$	13,591						$	14,892
Net interest margin						3.37	%							4.27	%

For the Nine Months Ended September 30,

2022

2021

Average
Outstanding
Balance

Interest

Average
Yield/Rate

Average
Outstanding
Balance

Interest

Average
Yield/Rate

(Dollars in thousands)

Interest-earning assets:

Loans

$
616,141

$
22,013

4.78
%

$
596,024

$
24,424

5.48
%
Securities

46,585

827

2.37
%

31,374

472

2.01
%
Interest-earning deposits

43,125

286

0.89
%

92,880

134

0.19
%
Other investments

1,117

30

3.57
%

2,273

57

3.32
%
Total interest-earning assets

706,968

23,156

4.38
%

722,551

25,087

4.63
%
Non-interest-earning assets

51,687

63,028

Total assets

$
758,655

$
785,579

Interest-bearing liabilities:

Interest-bearing checking accounts

$
97,463

$
134

0.18
%

$
88,154

$
138

0.21
%
Market rate checking accounts

151,654

282

0.25
%

130,933

378

0.39
%
Savings accounts

84,042

356

0.57
%

93,823

310

0.44
%
Certificates of deposit

91,493

840

1.23
%

114,623

1,284

1.49
%
Total interest-bearing deposits

424,652

1,612

0.51
%

427,533

2,110

0.66
%
FHLB advances

12,304

(875
)

(9.50
)%

41,471

350

1.13
%
Other borrowings

46

1

3.43
%

1,927

15

1.01
%
Total interest-bearing liabilities

437,002

738

0.23
%

470,931

2,475

0.69
%
Non-interest-bearing liabilities

203,164

199,971

Total liabilities

640,166

670,902

Total stockholders' equity

118,489

114,677

Total liabilities and stockholders' equity

$
758,655

$
785,579

Net interest rate spread

4.15
%

3.94
%
Net interest income

$
22,418

$
22,612

Net interest-earning assets

$
269,966

$
251,620

Net interest margin

4.24
%

4.17
%

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.


	Three Months Ended September 30, 2022 vs. 2021									Nine Months Ended September 30, 2022 vs. 2021									Three Months Ended June 30, 2023 vs. 2022									Six Months Ended June 30, 2023 vs. 2022
	Increase (Decrease) Due to						Total			Increase (Decrease) Due to						Total			Increase (Decrease) Due to						Total			Increase (Decrease) Due to						Total
							Increase									Increase									Increase									Increase
	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)			Volume			Rate			(Decrease)			Volume			Rate			(Decrease)
	(In thousands)																		(In thousands)
Interest-earning assets:
Loans	$	2,671		$	(2,269	)	$	402		$	1,242		$	(3,653	)	$	(2,411	)	$	451,598		$	(450,154	)	$	1,444		$	2,599		$	140		$	2,739
Securities		23			50			73			260			95			355
Interest-earning deposits		(251	)		387			136			(147	)		299			152
Investment securities held-to-maturity																													965			60			1,025
Investment securities available-for-sale																				(3,291	)		(3,564	)		(6,855	)		240			59			299
Interest-earning deposits and federal funds																				102,122			(101,006	)		1,116			1,373			168			1,541
Other investments		(35	)		26			(9	)		(34	)		7			(27	)		(4	)		(4	)		(8	)		52			3			55
Total interest-earning assets		2,408			(1,806	)		602			1,321			(3,252	)		(1,931	)		550,425			(554,728	)		(4,303	)		5,229			430			5,659

Interest-bearing liabilities:
Interest-earning demand and savings		(72	)		159			87			(51	)		97			46
Interest-bearing checking accounts		22			(18	)		4			19			(23	)		(4	)		14,770			(14,298	)		472			(51	)		64			13
Market rate checking accounts		89			(106	)		(17	)		81			(177	)		(96	)		43,521			(43,725	)		(204	)		(3,112	)		4,416			1,304
Savings accounts																				138			202			340			757			184			941
Certificates of deposit		(51	)		(27	)		(78	)		(234	)		(210	)		(444	)		75,106			(72,786	)		2,320			2,733			121			2,854
Total interest-bearing deposits		(12	)		8			(4	)		(185	)		(313	)		(498	)		133,535			(130,607	)		2,928			327			4,785			5,112
FHLB advances		(447	)		388			(59	)		(85	)		(1,140	)		(1,225	)		45,383			(45,027	)		356			1,432			416			1,848
Other borrowings		—			—			—			—			(14	)		(14	)
Total interest-bearing liabilities		(459	)		396			(63	)		(270	)		(1,467	)		(1,737	)		178,918			(175,634	)		3,284			1,759			5,201			6,960

Change in net interest income	$	2,867		$	(2,202	)	$	665		$	1,591		$	(1,785	)	$	(194	)	$	371,507		$	(379,094	)	$	(7,587	)	$	3,470		$	(4,771	)	$	(1,301	)

Comparison of Operating Results for the Three Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

General. Net income ~~increased by $56,000, or 3.1% to $1.9~~was $1.6 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to $1.8 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease was ~~due primarily to~~caused by an increase in interest ~~income,~~expense offset partially ~~offset~~ by ~~a decrease in noninterest income and~~ an increase in ~~noninterest expenses.~~interest income.

Interest Income. Interest income increased ~~$602,000,~~$3.2 million, or ~~7.9%~~42.0%, to ~~$8.2~~$10.9 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$7.6 million for the three months ended September 30, 2021. The increase was due primarily to an increase in interest income on loans, which increased $402,000 to~~ $7.7 million for the three months ended ~~September~~June 30, ~~2022~~2022. The increase was due to increases in all categories of interest-earning assets. Interest income on loans increased $1.4 million, or 19.8%, to $8.7 million for the three months ended June 30, 2023 from $7.3 million for the three months ended ~~September~~June 30, ~~2021. Interest income on loans increased as our~~2022. Our average balance of loans increased by ~~$70.7~~$52.5 million, or 8.6%, to ~~$639.1~~$665.9 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$568.4~~$613.4 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The average balance of loans increased ~~as we continue~~due to ~~acquire talent to assist with our strategic initiatives to both increase and diversify the~~steady loan ~~portfolio, while the~~demand. The average yield on loans ~~decreased~~increased 50 basis points to ~~4.80%~~5.26% for the current quarter, as compared to ~~5.12%~~4.76% for the prior year period, due to the continued changes in the interest rate environment.

Interest income on interest-earning deposits and federal funds increased $1.1 million to $1.2 million for the three months ended June 30, 2023 from $79,000 for the three months ended June 30, 2022. The average balance of interest-earning deposits and federal funds increased $51.3 million to $93.1 million for the three months ended June 30, 2023 compared to $41.9 million for the three months ended June 30, 2022, as we held excess cash to increase liquidity, as described above. In addition, the yields we received on these funds increased to 4.95% from 0.76% due to the continued changes in the interest rate environment.

Interest income on securities, excluding FHLB stock, increased ~~$73,000~~$670,000 to ~~$289,000~~$949,000 for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$216,000~~$279,000 for the three months ended ~~September~~June 30, ~~2021.~~2022. The average balance of held-to-maturity securities ~~increased $4.1 million, or 10.2%, to $44.7~~was $34.1 million for the three months ended ~~September~~June 30, 2023 compared to zero for the three months ended June 30, 2022, ~~from $40.6~~as we began to classify some new purchases as held-to-maturity.

Interest Expense. Interest expense increased $3.7 million to $4.2 million for the three months ended ~~September~~June 30, ~~2021, due~~2023, compared to ~~our using excess cash from PPP loan repayments and cash previously held in interest-bearing deposit accounts to invest in securities to increase the yield of our interest-earning assets.~~

~~Interest Expense.~~ ~~Interest expense decreased $63,000, or 8.3%, to $698,000~~$512,000 for the three months ended ~~September~~June 30, 2022, ~~compared to $761,000 for the three months ended September 30, 2021,~~ due to ~~decreases~~increases in ~~interest expense~~the average balances of interest-bearing liabilities as well as the rates paid on ~~both deposits and borrowings.~~such liabilities.

We ~~recorded decreases in interest expense in money rate checking and certificates of deposit and~~recognized increases in ~~interest expense in savings and~~all categories of interest-bearing checking for the three months ended September 30, 2022 . The decreases were caused by the general decrease in market rates that continued well into this year and a shift in our deposits from certificates of deposit to lower-rate deposit accounts, while the increases were causse by the more recent increase in some rates.liabilities. Interest expense on ~~certificates of deposit decreased $78,000, or 21.1%,~~deposits increased to $291,000 for the three months ended September 30, 2022 from $369,000 for the three months ended September 30, 2021. The average balance of certificates of deposit decreased $15.4 million, or 14.6%, to $89.9$3.8 million for the three months ended ~~September~~June 30, ~~2022 compared~~2023 from $484,000 for the three months ended June 30, 2022. The largest increase was in interest expense on certificates of deposit, which increased $2.1 million to ~~$105.3~~$2.3 million for the three months ended ~~September~~June 30, ~~2021, and the~~2023. The average rate we paid on certificates of deposit ~~decreased 12~~increased 276 basis points to ~~1.28%~~3.91% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~1.40%~~1.15% for the three months ended September 30, 2021. Interest expense on market rate checking accounts decreased $17,000, or 14.5%, despite an increase in average balance of $22.5 million, or 16.4%, as the rate we paid on these deposits decreased 9 basis points to 0.25% for the three months ended SeptemberJune 30, 2022, ~~from 0.34% for the three months ended September 30, 2021~~ due to ~~decreases~~the continued changes in ~~market rates. Interest expense on savings accounts increased by $87,000, or 87.0%, as~~the interest rate environment. In addition, the average balance of ~~such accounts decreased $10.2~~certificates of deposit increased $150.8 million, ~~or 10.9%, and the average rate paid on such accounts increased 46 basis points~~ to 0.89% for the three months ended September 30, 2022 compared to 0.43% for the three months ended September 30, 2021. Interest expense on interest-bearing checking accounts increased $4,000, or 9.3%, to $47,000 for the three months ended September 30, 2022 compared to $43,000 for the three months ended September 30, 2021. The average balance of interest-bearing checking accounts increased by $15.0 million, or 17.9%, to $98.5$241.0 million for the three months ended ~~September~~June 30, ~~2022 compared to $83.5~~2023 from $90.2 million for the three months ended ~~September~~June 30, ~~2021, while~~2022, as we believe customers increased deposits in higher-yielding accounts during the ~~average~~current interest rate environment in addition to the brokered deposits we took out during the first quarter to enhance liquidity. We also experienced increases in interest expense on money market accounts $732,000 to $825,000 for the quarter ended June 30, 2023 and savings accounts $471,000 to $558,000 for the quarter ended June 30, 2023, due to increases in the rates we paid on ~~such~~these accounts ~~decreased to 0.19% from 0.21%.~~of 216 basis points and 212 basis points, respectively.

Interest expense on borrowings ~~decreased~~increased to ~~$73,000~~$385,000 for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$132,000~~$28,000 for the three months ended ~~September~~June 30, ~~2021, as we repaid acquired FHLB borrowings.~~2022. We increased borrowings during the first quarter of 2023 to increase our liquidity position in response to recent market events, including the closures of Signature Bank and Silicon Valley Bank.

Net Interest Income. Net interest income ~~increased $665,000,~~decreased $448,000, or ~~9.7% and was $7.5~~6.3%, to $6.7 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$6.9~~$7.1 million for the three months ended ~~September~~June 30, ~~2021.~~2022. Our net interest rate spread ~~increased~~decreased to ~~3.88%~~2.35% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~3.54%~~3.89% for the three months ended ~~September~~June 30, ~~2021, primarily reflecting an increase in interest income on loans, as described above, while~~2022, and our net interest margin ~~was 4.12%~~decreased to 3.17% for the three months ended ~~September~~June 30, ~~2022 compared to 3.78%~~2023 from 4.06% for the three months ended ~~September 30, 2021. For the three months ended September~~June 30, 2022 as the ~~cost of average~~rates we paid on interest-bearing liabilities ~~decreased to 0.62% from 0.65% for~~increased faster than the ~~three months ended September 30, 2021, primarily~~yields we earned on our interest-earning assets, and as ~~a result of paying~~we paid off FHLB ~~acquired~~ advances and ~~recognizing~~recognized $1.0 million in accretion from fair value adjustments ~~on acquired advances. The total cost of deposits was 0.57% for~~during the ~~three months~~quarter ended ~~September 30, 2022, compared to 0.60% for the three months ended September 30, 2021.~~March 31, 2022. Our average net interest-earning assets increased to ~~$279.4~~$248.9 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$258.3~~$267.6 million for the three months ended ~~September~~June 30, ~~2021.~~2022.

Provision for ~~Loan~~Credit Losses. The provisions for credit losses consists of provisions for credit losses for loans and unfunded loan commitments, as well as held-to-maturity securities.

Provisions for ~~loan~~credit losses for loans are charged to operations to establish an allowance for ~~loan~~credit losses at a level necessary to absorb known and inherent losses in our loan portfolio that are both probable and reasonably estimable at the date of the consolidated financial statements. In evaluating the level of the allowance for ~~loan~~credit losses for loans, management analyzes several qualitative loan portfolio risk factors including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.

Provisions for credit losses for unfunded commitments are charged to operations to establish an allowance for credit losses for contractual obligations to extend credit. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate is influenced by historical loss experience, adjusted for current risk characteristics, and economic factors.

Provisions for credit losses for held-to-maturity securities are also charged to operations to establish an allowance on a collective basis by major security type. The estimate of expected credit losses for held-to-maturity securities considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. See “—Summary of Significant Accounting Policies” for additional information.

After an evaluation of these factors, we recorded ano provision for ~~loan~~credit losses ~~of $187,000~~ for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to a provision of ~~$225,000~~$217,000 for the three months ended ~~September~~June 30, ~~2021.~~2022. Our allowance for ~~loan~~credit losses was $9.3 million at ~~September~~June 30, ~~2022 compared to $8.6 million~~2023 and at December 31, ~~2021~~2022 and ~~$7.6~~$9.0 million at ~~September~~June 30, ~~2021.~~2022. The allowance for ~~loan~~credit losses to total loans was ~~1.43%~~1.40% at ~~September~~June 30, ~~2022~~2023 compared to 1.46% at December 31, ~~2021~~2022 and ~~1.33% at September~~June 30, ~~2021. The allowance for loan losses to total loans is an “all-in” number, meaning it includes all originated and acquired loans.~~2022. This reduces the overall allowance for ~~loan~~credit loss to total loans percentage. ~~However, the acquired loans portfolio was marked to fair market value at acquisition and no carryover of the allowance was allowed.~~ The allowance for loan loss to total loans with the total originated and acquired loans is 1.43% at September 30, 2022 compared to 1.46% at December 31, 2021. Excluding the acquired loans, the allowance to total loans is 1.85% at September 30, 2022 compared to 2.06% at December 31, 2021. The allowance for loancredit losses to non-performing loans was ~~132.84%~~150.0% at ~~September~~June 30, ~~2022~~2023 compared to ~~122.09%~~138.8% at December 31, ~~2021~~2022 and ~~122.76%~~128.4% at ~~September~~June 30, ~~2021.~~2022. Net ~~recoveries~~charge-offs were ~~$133,000~~$73,000 for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to net loan recoveries of $62,000 for the year ended December 31, 2022.

to net loan recoveries of $1.1 million for the year ended December 31, 2021. The net recoveries for 2021 was primarily driven by a $1.0 million recovery on a previously charged off commercial real estate loan.

To the best of our knowledge, we have recorded all ~~loan~~credit losses that are both probable and reasonable to estimate at ~~September~~June 30, ~~2022.~~2023. However, future changes in the factors described above, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for ~~loan~~credit losses. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, periodically reviews our allowance for ~~loan~~credit losses, and as a result of such reviews, we may have to adjust our allowance for ~~loan~~credit losses. However, regulatory agencies are not directly involved in the process of establishing the allowance for ~~loan~~credit losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

Non-interest Income. Non-interest income ~~decreased $178,000,~~increased $30,000, or ~~23.1%~~4.6%, to ~~$593,000~~$678,000 for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$771,000 for the three months ended September 30, 2021, as a result~~$648,000. There were no material changes in any categories of ~~a decrease in other~~ non-interest ~~income, primarily due to nonrecurring income received in 2021 for a bank owned life insurance death benefit claim.~~income.

Non-interest Expenses. Non-interest expenses information is as follows.


	Three Months Ended September 30,				Change						Three Months Ended June 30,				Change
	2022		2021		Amount			Percent			2023		2022		Amount			Percent
	(Dollars in thousands)										(Dollars in thousands)
Salaries and employee benefits	$	3,187	$	2,777	$	410			14.7	%	$	3,036	$	3,023	$	13			0.4	%
Occupancy		675		633		42			6.6	%		638		541		97			17.9	%
Advertising		128		116		12			10.3	%		82		118		(36	)		(30.8	)%
Data processing		486		520		(34	)		(6.4	)%		487		497		(10	)		(2.0	)%
Writedown of premises and equipment		—		14		(14	)		(100.0	)%
Other		1,014		967		47			4.9	%		1,041		1,058		(17	)		(1.6	)%
Total non-interest expenses	$	5,490	$	5,027	$	463			9.2	%	$	5,284	$	5,237	$	47			0.9	%

~~Operating expenses~~Occupancy expense increased ~~$463,000, or 9.2%, and were $5.5 million for the three months ended September 30, 2022, compared to $5.0 million for the three months ended September 30, 2021,~~ due ~~primarily to increases in salaries and employee benefits. The increase in salaries and employee benefits was due~~mainly to the ~~Company’s strategic initiative to attract and retain talent.~~Atlanta office expansion.

Income Tax Expense. We recorded income tax expense of ~~$581,000~~$497,000 for the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$575,000~~$552,000 for the three months ended ~~September~~June 30, ~~2021.~~2022. The effective tax rate was ~~23.79%~~23.8% and 23.6% for the ~~three months ended September 30, 2022 compared to 24.16% for the three months ended September 30, 2021.~~respective periods.

Comparison of Operating Results for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

General. Net income ~~decreased $820,000 to $5.4~~was $3.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$6.3~~$3.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The decrease was ~~due primarily to a decrease in PPP loan-related interest and fee income from the receipt of forgiveness payments for these loans,~~caused by an increase in ~~noninterest expenses~~interest expense offset by an increase in interest income and a decrease in noninterest ~~income, partially offset by decreases in interest expense and income tax expense.~~expenses.

Interest Income.Interest income ~~decreased $1.9~~increased $5.7 million, or ~~7.7%~~37.9%, to ~~$23.2~~$20.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$25.1~~$14.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase was due ~~primarily~~ to ~~a decrease~~increases in ~~interest~~all categories of interest-earning assets. Interest income on ~~PPP~~ loans ~~which decreased $4.8~~increased $2.7 million, or 19.2%, to ~~$611,000 for the nine months ended September 30, 2022 from $5.4~~$17.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023 from $14.3 million for the six months ended June 30, 2022. Our average balance of ~~and our average yield on PPP loans both decreased significantly as a result of the forgiveness of loans by the SBA and the related acceleration of recognized fees.~~

~~Excluding PPP loans, interest income on~~ loans increased ~~$2.4~~by $54.4 million, or ~~12.7%~~9.0%, to ~~$21.4~~$658.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$19.0~~$604.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021. Our~~2022. The average balance of ~~non-PPP~~ loans increased ~~$107.4 million, or 21.3%,~~due to $610.7 million for the nine months ended September 30, 2022 from $503.4 million for the nine months ended September 30, 2021, as we continue to acquire talent to assist with our strategic initiatives to both increase and diversify thesteady loan ~~portfolio. Our~~demand. The average yield on loans ~~not including PPP loans, decreased 29~~increased 45 basis points to ~~4.70%~~5.21% for the ~~nine months ended September 30, 2022 from 5.03%~~current quarter, as compared to 4.76% for the ~~nine months ended September 30, 2021,~~prior year period, due to the continued changes in the interest rate environment.

Interest income on interest-earning deposits and federal funds increased $1.5 million to $1.6 million for the six months ended June 30, 2023 from $97,000 for the six months ended June 30, 2022. The average balance of interest-earning deposits and federal funds increased $24.5 million to $69.6 million for the six months ended June 30, 2023 compared to $45.0 million for the six months ended June 30, 2022, as we held excess cash to increase liquidity, as described above. In addition, the yields we received on these funds increased to 4.75% from 0.43% due to the continued changes in the interest rate environment.

Interest income on securities, excluding FHLB stock, increased ~~$355,000~~$1.3 million to ~~$827,000~~$1.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$472,000~~$539,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The average balance of held-to-maturity securities ~~increased by $15.2 million, or 48.5%, to $46.6~~was $33.5 million for the ~~nine~~six months ended ~~September~~June 30, 2023 compared to zero for the six months ended June 30, 2022, ~~from $31.4 million for the nine months ended September 30, 2021, due~~as we began to ~~our using excess cash from PPP loan repayments and cash previously held in interest-bearing deposit accounts to invest in securities to increase the yield of our interest-earning assets.~~purchase held-to-maturity securities.

Interest Expense. Interest expense ~~decreased $1.7 million, or 70.2%,~~increased to ~~$738,000 for the nine months ended September 30, 2022, compared to $2.5~~$7.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2023, compared to $40,000 for the six months ended June 30, 2022, due ~~primarily~~to our repaying acquired FHLB borrowings, recognizing $1.0 million in accretion from the fair value adjustments on acquired advances in the previous period and increases in interest rate environment with respect to the current period.

We recognized increases in all categories of interest-bearing liabilities. Interest expense on deposits increased to $6.1 million for the six months ended June 30, 2023 from $987,000 for the six months ended June 30, 2022. The largest increase was in interest expense on certificates of deposit, which increased $2.9 million to $3.4 million for the six months ended June 30, 2023. The average rate we paid on certificates of deposit increased 232 basis points to 3.51% for the six months ended June 30, 2023 from 1.19% for the six months ended June 30, 2022, due to the continued changes in the interest rate environment. In addition, the average balance of certificates of deposit increased $102.9 million to $195.3 million for the six months ended June 30, 2023 from $92.3 million for the six months ended June 30, 2022, as we believe customers increased deposits in higher-yielding accounts during the current interest rate environment in addition to the brokered deposits we took out during the first quarter to enhance liquidity.We also experienced increases in interest expense on money market accounts, $1.3 million to $1.5 million for the six months ended June 30, 2023 and savings accounts, $941,000 to $1.1 million for the six months ended June 30, 2023, due to increases in the rates we paid on these accounts of 203 basis points and 192 basis points, respectively.

Interest expense on borrowings increased to $901,000 for the six months ended June 30, 2023 from negative $947,000 for the six months ended June 30, 2022, due to our repaying acquired FHLB borrowings, and recognizing $1.0 million in accretion from the fair value adjustments on acquired ~~advances. Interest expense on deposits~~advances in the previous period. We also ~~decreased $498,000 or 23.6%.~~

We recorded decreases in interest expense on all deposit categories except savings accounts for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily as a result of continued decreases in market rates, but also as a result of a shift in our deposits from certificates of deposit to lower-rate deposit accounts. Interest expense on certificates of deposit decreased $444,000, or 34.6%, to $840,000 for the nine months ended September 30, 2022 from $1.3 million for the nine months ended September 30, 2021. The average balance of certificates of deposit decreased $23.1 million, or 20.2%, to $91.5 million for the nine months ended September 30, 2022 compared to $114.6 million for the nine months ended September 30, 2021, and the average rate we paid on certificates of deposit decreased 26 basis points to 1.23% for the nine months ended September 30, 2022 from 1.49% for the nine months ended September 30, 2021. Interest expense on market rate checking accounts decreased $96,000, or 25.4%, to $282,000 for the nine months ended September 30, 2022, despite an increase in average balance of $20.7 million, or 15.8%, to $151.7 million for the nine months ended September 30, 2022, as the rate we paid on these deposits decreased 14 basis points to 0.25% for the nine months ended September 30, 2022 from 0.39% for the nine months ended September 30, 2021 due to decreases in market rates. Interest expense on savings accounts increased by $46,000, or 14.8%, as the average balance of such accounts decreased $9.8 million, or 10.4%, and the average rate paid on such accounts increased to 0.57% for the nine months ended September 30, 2022 compared to 0.44% for the nine months ended September 30, 2021 as rates are starting to go up. Interest expense on interest-bearing checking accounts decreased to $4,000 for the nine months ended September 30, 2022 compared to $138,000 for the nine months ended September 30, 2021. The average balance of interest-bearing checking accounts increased to $97.5 million for the nine months ended September 30, 2022 compared to $88.2 million for the nine months ended September 30, 2021, while the average rate paid on such accounts decreased to 0.18% from 0.21%.

We recognized a gain on borrowings of $874,000 for the nine months ended September 30, 2022 compared to interest expense on borrowings of $365,000 for the nine months ended September 30, 2021, as we repaid acquired FHLB borrowings during the ~~current period, recognizing $1.0 million~~first quarter of 2023 to increase our liquidity position in ~~accretion from~~response to recent market events, including the ~~fair value adjustments on acquired advances.~~closures of Signature Bank and Silicon Valley Bank.

Net Interest Income.Net interest income ~~was $22.4~~decreased $1.3 million, or 8.7%, to $13.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$22.6~~$14.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our net interest rate spread ~~increased~~decreased to ~~4.15%~~2.58% for the ~~nine~~six months ended ~~September~~June 30, 2023 from 4.26% for the six months ended June 30, 2022, ~~from 3.94% for the nine months ended September 30, 2021, primarily reflecting the repayment of FHLB borrowings, as described above, while~~and our net interest margin ~~was 4.24%~~decreased to 3.37% for the ~~nine~~six months ended ~~September~~June 30, 2023 from 4.27% for the six months ended June 30, 2022 ~~compared to 4.17% for~~as the ~~nine months ended September 30, 2021. For the nine months ended September 30, 2022, the cost of average~~rates we paid on interest-bearing liabilities ~~decreased to 0.23% from 0.69% for~~increased faster than the ~~nine months ended September 30, 2021, primarily~~yields we earned on our interest-earning assets, and as ~~a result of paying~~we paid off FHLB ~~acquired~~ advances and ~~recognizing~~recognized $1.0 million in accretion from fair value adjustments ~~on acquired advances. The total cost~~during the first quarter of deposits was 0.51% for the nine months ended September 30, 2022, compared to 0.66% for the nine months ended September 30, 2021, due to decreases in market rates and in the average balance of higher cost-certificates of deposit.2022. Our average net interest-earning assets ~~increased by $18.3 million, or 7.3%,~~decreased to ~~$270.0~~$253.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022 from $251.6~~2023 compared to $265.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Provision for ~~Loan~~Credit Losses. The provisions for credit losses consists of provisions for credit losses for loans and unfunded loan commitments, as well as held-to-maturity securities.

After an evaluation of these factors, we recorded a provision for ~~loan~~credit losses of ~~$654,000~~$7,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to a provision of ~~$975,000~~$467,000 for the ~~nine~~six months ended ~~September~~June 30, 2021. Our provision expense was higher in 2021 due to the ongoing uncertainty related to the COVID-19 pandemic. We continue to assess current economic conditions when determining the level of provision expense.2022. Our allowance for ~~loan~~credit losses was $9.3 million at ~~September~~June 30, ~~2022 compared to $8.6 million at~~2023 and December 31, ~~2021~~2022 and ~~$7.6~~$9.0 millionat ~~September~~June 30, ~~2021.~~2022. The allowance for ~~loan~~credit losses to total loans was ~~1.43%~~1.40% at June 30, 2023 compared to 1.46% at December 31, 2022 and June 30, 2022. This reduces the overall allowance for credit loss to total loans percentage. The allowance for credit losses to non-performing loans was 150.0% at June 30, 2023 compared to 138.8% at

~~September~~December 31, 2022 and 128.4% at June 30, ~~2022~~2022. Net charge-offs were $55,000 for the six months ended June 30, 2023, compared to ~~1.46% at~~net loan recoveries of $62,000 for the year ended December 31, 2021 and 1.33% at September 30, 2021. The allowance for loan losses to total loans is an “all-in” number, meaning it includes all originated and acquired loans. This reduces the overall allowance for loan loss to total loans percentage. However, the acquired loans portfolio was marked to fair market value at acquisition and no carryover of the allowance was allowed. The allowance for loan loss to total loans with the total originated and acquired loans is 1.43% at September 30, 2022 compared to 1.46% at December 31, 2021. Excluding the acquired loans, the allowance to total loans is 1.85%at September 30, 2022 compared to 2.06% at December 31, 2021. The allowance for loan losses to non-performing loans was 132.84% at September 30, 2022 compared to 122.09% at December 31, 2021 and 122.76% at September 30, 2021. Net loan recoveries were $108,000~~for the nine months ended September 30, 2022, as compared to $295,000 for the nine months ended September 30, 2021.~~2022.

Non-interest Income. Non-interest income decreased ~~$270,000, or 12.8%, to $1.8~~$13,000 and was $1.2 million for each of the ~~nine~~six months ended ~~September~~June 30, 2022 from $2.1 million for the nine months ended September 30, 2021. This was a result of the decrease in other non-interest income, primarily due to nonrecurring income received in 2021 for a bank owned life insurance death benefit claim.2023 and 2022.

Non-interest Expenses. Non-interest expenses information is as follows.


	Nine Months Ended September 30,				Change						Six Months Ended June 30,				Change
	2022		2021		Amount			Percent			2023		2022		Amount			Percent
	(Dollars in thousands)										(Dollars in thousands)
Salaries and employee benefits	$	9,219	$	7,797	$	1,422			18.2	%	$	6,040	$	6,032	$	8			0.1	%
Occupancy		1,798		2,329		(531	)		(22.8	)%		1,282		1,123		159			14.1	%
Advertising		326		296		30			10.1	%		179		198		(19	)		(9.6	)%
Data processing		1,476		1,518		(42	)		(2.8	)%		980		990		(10	)		(1.1	)%
Writedown of premises and equipment		—		888		(888	)		(100.0	)%
FHLB prepayment penalties		647		—		647			100.0	%		—		647		(647	)		(100.0	)%
Other		3,019		2,764		255			9.2	%		1,997		2,005		(8	)		(0.4	)%
Total non-interest expenses	$	16,485	$	15,592	$	893			5.7	%	$	10,478	$	10,995	$	(517	)		(4.7	)%

~~Operating expenses~~Occupancy expense increased ~~$893,000, and were $16.5 million for the nine months ended September 30, 2022, compared to $15.6 million for the nine months ended September 30, 2021,~~ due ~~primarily to an increase in salaries and employee benefits and prepayment penalties associated with the paydown of our FHLB advances. The increase in salaries and employee benefits was due~~mainly to the Company’s strategic initiative to attract and retain talent. These increases were offset by decreases in the writedown of premises and equipment and in occupancy expense, related primarily to cost savings from facilities consolidation during the previous period.Atlanta office expansion.

Income Tax Expense.We recorded income tax expense of ~~$1.7~~$1.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$1.9~~$1.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021. The lower tax expense for the 2022 period was primarily due to lower pretax income.~~2022. The effective tax rate was ~~23.61%~~23.6% and 23.5% for the ~~nine months ended September 30, 2022 compared to 23.26% for the nine months ended September 30, 2021.~~respective periods.

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Asset/Liability Management Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk:

•

limiting our reliance on non-core/wholesale funding sources;

•

growing our volume of transaction deposit accounts;

•

increasing our investment securities portfolio, with an average maturity of less than 15 years;

•

diversifying our loan portfolio by adding more commercial-related loans and consumer loans, which typically have shorter maturities and/or balloon payments; and

•

continuing to price our one-to-four family residential real estate loan products in a way that encourages borrowers to select our balloon loans as opposed to longer-term, fixed-rate loans.

By following these strategies, we believe that we are better positioned to react to increases in market interest rates. In addition, we originate adjustable-rate, one-to-four-family residential real estate loans and home equity loans and lines of credit, which are originated with adjustable interest rates.

We do not engage in hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a 12-month period. We then calculate what the net interest income would be for the same period under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by 200 and 400 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.

The table below sets forth, as of ~~September~~June 30, ~~2022,~~2023, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve.


Change in Interest Rates (basis points) (1)	Net Interest Income Year 1 Forecast		Year 1 Change from Level			Net Interest Income Year 1 Forecast		Year 1 Change from Level
	(Dollars in thousands)					(Dollars in thousands)
+400	$	29,424		(3.90	)%	$	30,973		1.41	%
+200		30,048		(1.86	)%		30,806		0.87	%
Level		30,619	—				30,541	—
-200		28,377		(7.32	)%		29,257		(4.20	)%
-400		25,579		(16.46	)%		26,225		(14.13	)%

(1) Assumes an immediate uniform change in interest rates at all maturities.

The table above indicates that at ~~September~~June 30, 2023, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a0.87% increasein net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 4.20% decrease in net interest income. At June 30, 2022, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a ~~1.86%~~2.10% decrease in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a ~~7.32%~~9.28% decrease in net interest income. At September 30, 2021, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 3.96% increase in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 1.76% decrease in net interest income.

~~Net Economic Value.~~ We also compute amounts by which the net present value of our assets and liabilities (net economic value or “NEV”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by 200 and 400 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.

The table below sets forth, as of September 30, 2022 the calculation of the estimated changes in our NEV that would result from the designated immediate changes in the United States Treasury yield curve.

Change in Interest

Estimated Increase (Decrease) in NEV

NEV as a Percentage of Present
Value of Assets (3)

Rates (basis
points) (1)

Estimated
NEV (2)

Amount

Percent

NEV
Ratio (4)

Increase (Decrease)
(basis points)

(Dollars in thousands)

+400

$
111,014

$
(19,128
)

(14.70
)%

16.28
%

(111
)
+200

119,991

(10,151
)

(7.80
)%

16.82
%

(57
)
—

130,142

—

—

17.39
%

—

-200

129,973

(169
)

(0.13
)%

16.56
%

(83
)
-400

124,226

(5,916
)

(4.55
)%

15.26
%

(213
)

~~(1)~~

~~Assumes an immediate uniform change in interest rates at all maturities.~~

~~(2)~~

~~NEV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.~~

~~(3)~~

~~Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.~~

~~(4)~~

~~NEV Ratio represents NEV divided by the present value of assets.~~

The table above indicates that at September 30, 2022, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 7.80% decrease in net economic value, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 0.13% decrease in net economic value. At September 30, 2021, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 3.98% decrease in net economic value, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 3.16% decrease in net economic value.

~~GAP Analysis.~~ In addition, we analyze our interest rate sensitivity by monitoring our interest rate sensitivity “gap.” Our interest rate sensitivity gap is the difference between the amount of our interest-earning assets maturing or repricing within a specific time period and the amount of our interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets maturing or repricing during a period exceeds the amount of interest rate sensitive liabilities maturing or repricing during the same period, and a gap is considered negative when the amount of interest rate sensitive liabilities maturing or repricing during a period exceeds the amount of interest rate sensitive assets maturing or repricing during the same period.

The following table sets forth our interest-earning assets and our interest-bearing liabilities at September 30, 2022, which are anticipated to reprice or mature in each of the future time periods shown based upon certain assumptions. The amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at September 30, 2022, on the basis of contractual maturities, anticipated prepayments and scheduled rate adjustments. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and as a result of contractual rate adjustments on adjustable-rate loans. Amounts are based on a preliminary balance sheet as of September 30, 2022, and may not equal amounts included in our unaudited consolidated financial statements for the three months or nine months ended September 30, 2022. However, we believe that there would be no material changes in the results of the gap analysis if the unaudited financial results included in Part 1, Item 1 of this quarterly report had been utilized.

Time to Repricing

Zero to 90 Days

Zero to 180 Days

Zero Days to
One Year

Zero Days to
Two Years

Zero Days to
Five Years

Total

(Dollars in thousands)

Assets:

Cash and due from banks

$
33,619

$
33,619

$
33,619

$
33,619

$
33,619

$
40,507

Investments

4,480

5,005

6,024

7,945

20,517

42,902

Net loans

91,734

121,004

177,594

288,585

504,346

641,071

Other assets

—

—

—

—

—

51,667

Total

$
129,833

159,628

217,237

330,149

558,482

$
776,147

Liabilities:

Non-maturity deposits

$
176,838

191,304

220,236

278,094

432,096

$
552,818

Certificates of deposit

8,935

19,104

41,442

55,987

93,223

98,816

Borrowings

15,446

15,446

15,446

15,446

15,446

15,446

Other liabilities

—

—

—

—

—

13,059

Equity capital

—

—

—

—

—

96,008

Total (1)

$
201,219

225,854

277,124

349,527

540,765

$
776,147

Asset/liability gap

$
(71,386
)

(66,226
)

(59,887
)

(19,378
)

17,717

Gap/assets ratio (2)

(9.20
)%

(8.53
)%

(7.72
)%

(2.50
)%

2.28
%

~~(1) Amounts do not foot due to rounding.~~

~~(2) Gap/assets ratio equals the asset/liability gap for the period divided by total assets ($776.4 million).~~

At September 30, 2022, our asset/liability gap from zero days to one year was negative $59.9 million, resulting in a gap/assets ratio of (7.72)%. At September 30, 2021, our asset/liability gap from zero days to one year was $4.2 million, resulting in a gap/assets ratio of (0.53)%.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk ~~measurements.~~measurement. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the net interest income ~~and net economic value tables~~table presented ~~assume~~assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the net interest income ~~and NEV tables provide~~table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on net interest income ~~and NEV~~ and will differ from actual results. Furthermore, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Additionally, certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates both on a short-term basis and over the life of the asset. ~~In the event of changes in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the gap table.~~

Interest rate risk calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.

3634

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the Federal Home Loan Bank of Atlanta. At ~~September~~June 30, ~~2022,~~2023, we had a ~~$191.6~~$233.1 millionline of credit with the Federal Home Loan Bank of Atlanta, with advances of ~~$10.0~~$20.0 million outstanding and a ~~$5.0~~$12.5 million letter of credit outstanding, and we had a $5.0 million unsecured federal funds line of credit, a $7.5 million unsecured federal funds line of credit, and a $20.0 million unsecured federal funds line of credit. We also have a line of ~~$79.4~~$73.9 million with the Federal Reserve Bank of Atlanta Discount Window secured by ~~$118.3~~$109.3 million in loans. No amount was outstanding on the unsecured lines of credit or the Discount Window at ~~September~~June 30, ~~2022.~~2023.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was ~~$8.2~~$4.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$13.2~~$5.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Net cash used in investing activities was ~~$67.4~~$28.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~net cash provided by investing activities of $7.8~~$40.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Net cash used in investing activities typically consists primarily of disbursements for loan originations and purchases of investment securities. Net cash ~~used in~~provided by financing activities, which consists primarily of activity in deposit accounts and proceeds/repayments of FHLB advances, and ~~beginning in 2022,~~ a stock repurchase program, was ~~$12.1~~$81.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 which included repaying ~~$143.0~~$55.0 million of FHLB borrowings, borrowing ~~$105.0~~$65.0 million in FHLB advances and repurchasing stock of ~~$5.3~~$2.7 million, compared to ~~$68.3~~net cash used in financing activities of $21.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, which included ~~a capital injection~~repaying $103.0 million of ~~$35.4~~FHLB borrowings, borrowing $75.0 million ~~following our~~in FHLB advances and repurchasing stock ~~offering in January 2021.~~of $4.8 million.

We are committed to maintaining a strong liquidity position. In the first quarter, in order to further enhance liquidity, we issued $85.6 million of brokered deposits and borrowed $45.0 million in advances from the FHLB. During the second quarter, $4.0 million of brokered deposits matured, $15.0 million of FHLB borrowings matured, and an additional $20.0 million of FHLB borrowings was prepaid that was issued in first quarter of 2023. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

At ~~September~~June 30, ~~2022,~~2023, we exceeded all of our regulatory capital requirements and the Bank is categorized as “well capitalized.” Management is not aware of any conditions or events since the most recent notification that would change our category. The Bank’s actual capital amounts and ratios for ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are presented in the table below (in thousands).

For Capital

To Be Well Capitalized

Adequacy

Under Prompt Corrective

Actual

Purposes

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of September 30, 2022:

Common Equity Tier 1

(to Risk Weighted Assets)

$
90,090

13
%

$
32,174

4.50
%

$
46,473

6.50
%
Total Capital

(to Risk Weighted Assets)

$
99,032

14
%

$
57,197

8
%

$
71,497

10
%
Tier I Capital

(to Risk Weighted Assets)

$
90,090

13
%

$
42,898

6
%

$
57,197

8
%
Tier I Capital

(to Average Assets)

$
90,090

12
%

$
30,412

4
%

$
38,016

5
%

As of December 31, 2021:

Common Equity Tier 1

(to Risk Weighted Assets)

$
83,662

13
%

$
27,960

4.50
%

$
40,386

6.50
%
Total Capital

(to Risk Weighted Assets)

$
91,438

15
%

$
49,706

8
%

$
62,133

10
%
Tier I Capital

(to Risk Weighted Assets)

$
83,662

13
%

$
37,280

6
%

$
49,706

8
%
Tier I Capital

(to Average Assets)

$
83,662

11
%

$
31,070

4
%

$
38,837

5
%


						For Capital					To Be Well Capitalized
						Adequacy					Under Prompt Corrective
	Actual					Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2023:

Common Equity Tier 1 (to Risk Weighted Assets)	$	91,153		11.96	%	$	34,301		4.50	%	$	49,547		6.50	%
Total Capital (to Risk Weighted Assets)		100,685		13.21	%		60,980		8.00	%		76,225		10.00	%
Tier I Capital (to Risk Weighted Assets)		91,153		11.96	%		45,735		6.00	%		60,980		8.00	%
Tier I Capital (to Average Assets)		91,153		10.28	%		35,471		4.00	%		44,339		5.00	%

As of December 31, 2022:
Common Equity Tier 1 (to Risk Weighted Assets)	$	87,397		11.86	%	$	33,170		4.50	%	$	47,913		6.50	%
Total Capital (to Risk Weighted Assets)		96,612		13.11	%		58,970		8.00	%		73,712		10.00	%
Tier I Capital (to Risk Weighted Assets)		87,397		11.86	%		44,227		6.00	%		58,970		8.00	%
Tier I Capital (to Average Assets)		87,397		10.97	%		31,865		4.00	%		39,832		5.00	%

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At ~~September~~June 30, ~~2022,~~2023, we had outstanding commitments to originate loans of ~~$101.0~~$67.3 million. We anticipate that we will have sufficient funds available to meet our current lending commitments. Time deposits that are scheduled to mature in less than one year from ~~September~~June 30, ~~2022~~2023 totaled ~~$41.4~~$76.7 million. Management expects that a substantial portion of the maturing time deposits will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is included in Part 1, Item 2 of this quarterly report under “Management of Market Risk.”

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of ~~September~~June 30, ~~2022.~~2023. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended ~~September~~June 30, ~~2022,~~2023, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3936

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not involved in any pending legal proceedings as a defendant other than routine legal proceedings occurring in the ordinary course of business. At ~~September~~June 30, ~~2022,~~2023, we were not involved in any legal proceedings the outcome of which would be material to our financial condition or results of operations.

Item 1A. Risk Factors

Not applicable for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The following table sets forth information in connection with repurchases of shares of the Company’s common stock during the three months ended ~~September~~June 30, ~~2022:~~2023:

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs (1)

July 1, 2022 through July 31, 2022

—

—

—

35,030

August 1, 2022 through August 31, 2022

35,030

14.63

35,030

—

September 1, 2022 through September 30, 2022

—

—

—

—

35,030

$
14.63

35,030

—


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs (1)

April 1, 2023 through April 30, 2023		28,513		14.86		28,513		215,086
May 1, 2023 through May 31, 2023		95,296		13.19		95,296		119,790
June 1, 2023 through June 30, 2023		9,047		12.03		9,047		110,743
		132,856	$	13.47		132,856		110,743

(1) The Board of Directors approved a stock repurchase program on ~~January 27,~~October 31, 2022, which authorized the repurchase of up to ~~343,632~~331,997 shares (approximately 5.0% of the then-outstanding shares). The total number of shares purchased as part of the publicly announced plan totaled ~~343,632~~221,254 as of ~~September~~June 30, ~~2022, which~~2023. There is no expiration date for the ~~full amount authorized under this~~stock repurchase ~~program.~~plan.

4037

Item 6. Exhibits


Exhibit
Number		Description

3.1		Charter of Affinity Bancshares, Inc. (1)

3.2		Bylaws of Affinity Bancshares, Inc. (2)

3.3		Amendment to Bylaws of Affinity Bancshares, Inc. (3)

~~10.1~~		~~Employment Agreement, dated as of May 24, 2021, by and among Affinity Bancshares, Inc., Affinity Bank and Brandi Pajot (4)~~

~~10.2~~		~~Amendment 1 to Employment Agreement, dated as of August 2, 2022, by and among Affinity Bancshares, Inc., Affinity Bank and Brandi Pajot (5)~~

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.0		The following materials for the quarter ended ~~September~~June 30, ~~2022,~~2023, formatted in inline XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Income, (iii) Statements of Comprehensive (Loss) Income, (iv) Statements of Changes in Stockholders’ Equity, (v) Statements of Cash Flows, and (vi) Notes to Financial Statements

104.0		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(1) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-215041).

(2) Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-215041).

(3) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 31, 2017 (Commission File No. 001-38074).

~~(4) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 3, 2022 (Commission File No. 001-39914).~~

~~(5) Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 3, 2022 (Commission File No. 001-39914).~~

4138

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:	~~November 10, 2022~~	August 11, 2023		/s/ Edward J. Cooney
			Edward J. Cooney
			President and Chief Executive Officer ~~and Director~~

Date:	~~November 10, 2022~~	August 11, 2023		/s/ Brandi Pajot
			Brandi Pajot
			Senior Vice President and Chief Financial Officer

4239


	For the Nine Months Ended September 30,
	2022								2021
	Average Outstanding Balance		Interest			Average Yield/Rate			Average Outstanding Balance		Interest		Average Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Loans	$	616,141	$	22,013			4.78	%	$	596,024	$	24,424		5.48	%
Securities		46,585		827			2.37	%		31,374		472		2.01	%
Interest-earning deposits		43,125		286			0.89	%		92,880		134		0.19	%
Other investments		1,117		30			3.57	%		2,273		57		3.32	%
Total interest-earning assets		706,968		23,156			4.38	%		722,551		25,087		4.63	%
Non-interest-earning assets		51,687								63,028
Total assets	$	758,655							$	785,579

Interest-bearing liabilities:
Interest-bearing checking accounts	$	97,463	$	134			0.18	%	$	88,154	$	138		0.21	%
Market rate checking accounts		151,654		282			0.25	%		130,933		378		0.39	%
Savings accounts		84,042		356			0.57	%		93,823		310		0.44	%
Certificates of deposit		91,493		840			1.23	%		114,623		1,284		1.49	%
Total interest-bearing deposits		424,652		1,612			0.51	%		427,533		2,110		0.66	%
FHLB advances		12,304		(875	)		(9.50	)%		41,471		350		1.13	%
Other borrowings		46		1			3.43	%		1,927		15		1.01	%
Total interest-bearing liabilities		437,002		738			0.23	%		470,931		2,475		0.69	%
Non-interest-bearing liabilities		203,164								199,971
Total liabilities		640,166								670,902
Total stockholders' equity		118,489								114,677
Total liabilities and stockholders' equity	$	758,655							$	785,579
Net interest rate spread							4.15	%						3.94	%
Net interest income			$	22,418							$	22,612
Net interest-earning assets	$	269,966							$	251,620
Net interest margin							4.24	%						4.17	%


Change in Interest			Estimated Increase (Decrease) in NEV						NEV as a Percentage of Present Value of Assets (3)
Rates (basis points) (1)	Estimated NEV (2)		Amount			Percent			NEV Ratio (4)			Increase (Decrease) (basis points)
(Dollars in thousands)
+400	$	111,014	$	(19,128	)		(14.70	)%		16.28	%		(111	)
+200		119,991		(10,151	)		(7.80	)%		16.82	%		(57	)
—		130,142	—			—				17.39	%	—
-200		129,973		(169	)		(0.13	)%		16.56	%		(83	)
-400		124,226		(5,916	)		(4.55	)%		15.26	%		(213	)


	Time to Repricing
	Zero to 90 Days			Zero to 180 Days			Zero Days to One Year			Zero Days to Two Years			Zero Days to Five Years			Total
				(Dollars in thousands)
Assets:
Cash and due from banks	$	33,619		$	33,619		$	33,619		$	33,619		$	33,619		$	40,507
Investments		4,480			5,005			6,024			7,945			20,517			42,902
Net loans		91,734			121,004			177,594			288,585			504,346			641,071
Other assets		—			—			—			—			—			51,667
Total	$	129,833			159,628			217,237			330,149			558,482		$	776,147


Liabilities:
Non-maturity deposits	$	176,838			191,304			220,236			278,094			432,096		$	552,818
Certificates of deposit		8,935			19,104			41,442			55,987			93,223			98,816
Borrowings		15,446			15,446			15,446			15,446			15,446			15,446
Other liabilities		—			—			—			—			—			13,059
Equity capital		—			—			—			—			—			96,008
Total (1)	$	201,219			225,854			277,124			349,527			540,765		$	776,147

Asset/liability gap	$	(71,386	)		(66,226	)		(59,887	)		(19,378	)		17,717
Gap/assets ratio (2)		(9.20	)%		(8.53	)%		(7.72	)%		(2.50	)%		2.28	%