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 30, 2025
OR
☐
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 6, 2025, 6,167,602 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding.
Form 10-Q
Table of Contents
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
2
Consolidated Balance Sheets at September 30, 2025 (unaudited) and December 31, 2024
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)
3
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)
4
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)
5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)
6
Notes to Unaudited Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
32
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
33
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
34
SIGNATURES
35
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AFFINITY BANCSHARES, INC.
Consolidated Balance Sheets
September 30, 2025
December 31, 2024
(Dollars in thousands except per share amounts)
Assets
Cash and due from banks
$
6,092
7,092
Interest-earning deposits in other depository institutions
78,753
34,333
Cash and cash equivalents
84,845
41,425
Investment securities available-for-sale
44,668
36,502
Investment securities held-to-maturity (estimated fair value of $19,692 net of allowance for credit losses of $29 at September 30, 2025 and estimated fair value of $27,286 net of allowance for credit losses of $45 at December 31, 2024)
19,225
27,299
Other investments
6,254
6,175
Loans
729,539
714,115
Allowance for credit loss on loans
(8,562
)
(8,496
Net loans
720,977
705,619
Premises and equipment, net
2,955
3,261
Bank owned life insurance
16,795
16,487
Intangible assets
18,032
18,175
Other assets
11,470
11,874
Total assets
925,221
866,817
Liabilities and Stockholders' Equity
Liabilities:
Non-interest-bearing checking
150,613
151,395
Interest-bearing checking
86,824
73,841
Money market accounts
176,477
148,752
Savings accounts
93,938
76,053
Certificates of deposit
231,524
223,440
Total deposits
739,376
673,481
Federal Home Loan Bank advances and other borrowings
54,000
58,815
Accrued interest payable and other liabilities
6,440
5,406
Total liabilities
799,816
737,702
Stockholders' equity:
Common stock (par value $0.01 per share, 40,000,000 shares authorized; 6,193,686 issued and outstanding at September 30, 2025 and 6,409,598 issued and outstanding at December 31, 2024)
62
64
Preferred stock (10,000,000 shares authorized, no shares outstanding)
—
Additional paid in capital
59,584
62,355
Unearned ESOP shares
(3,742
(4,378
Retained earnings
73,976
76,786
Accumulated other comprehensive loss
(4,475
(5,712
Total stockholders' equity
125,405
129,115
Total liabilities and stockholders' equity
See accompanying notes to unaudited consolidated financial statements.
Consolidated Statements of Income
(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
Interest income:
Loans, including fees
11,219
10,596
33,062
30,575
Investment securities
833
1,038
2,533
3,207
Interest-earning deposits
868
668
2,253
1,964
Total interest income
12,920
12,302
37,848
35,746
Interest expense:
Deposits
4,625
4,187
13,396
12,287
FHLB advances and other borrowings
525
701
1,567
1,727
Total interest expense
5,150
4,888
14,963
14,014
Net interest income before provision for credit losses
7,770
7,414
22,885
21,732
Provision for credit losses
12
79
213
Net interest income after provision for credit losses
7,758
22,806
21,519
Noninterest income:
Service charges on deposit accounts
367
364
1,020
1,150
Net gain on sale of other real estate owned
135
Other
221
202
589
570
Total noninterest income
588
566
1,609
1,855
Noninterest expenses:
Salaries and employee benefits
3,196
3,257
9,815
9,853
Occupancy
581
600
1,781
1,833
Data processing
531
520
1,624
1,538
1,121
1,327
3,034
4,769
Total noninterest expenses
5,429
5,704
16,254
17,993
Income before income taxes
2,917
2,276
8,161
5,381
Income tax expense
700
546
1,960
1,285
Net income
2,217
1,730
6,201
4,096
Weighted average common shares outstanding
Basic
6,256,780
6,412,511
6,324,478
6,415,246
Diluted
6,427,697
6,611,468
6,481,644
6,555,096
Basic earnings per share
0.35
0.27
0.98
0.64
Diluted earnings per share
0.34
0.26
0.96
0.62
Consolidated Statements of Comprehensive Income
(In thousands)
Other comprehensive income:
Net unrealized gains on available-for-sale securities, net of taxes of $178, $423, $417 and $537
526
1,253
1,237
1,584
Total other comprehensive income
Total comprehensive income
2,743
2,983
7,438
5,680
Consolidated Statements of Changes in Stockholders’ Equity
Three Months Ended September 30, 2025 and 2024
Accumulated
Additional
Common
Paid In
Unearned
Retained
Comprehensive
Stock
Capital
ESOP Shares
Earnings
Income (Loss)
Total
Beginning balance June 30, 2025
63
61,197
(3,915
71,756
(5,001
124,100
ESOP loan payment and release of ESOP shares
158
173
331
Stock-based compensation expense
172
175
Change in unrealized loss on investment securities available-for-sale, net of tax
Common stock repurchase
(1
(1,943
(1,944
Ending balance September 30, 2025
Beginning balance June 30, 2024
61,773
(4,482
73,711
(6,001
125,065
59
52
111
217
Ending balance September 30, 2024
62,049
(4,430
75,441
(4,748
128,376
Nine Months Ended September 30, 2025 and 2024
Beginning balance December 31, 2024
543
636
(216
963
717
723
Exercise of stock options
(2
(4,090
(4,092
Dividend
(8,801
Beginning balance December 31, 2023
61,026
(4,587
71,345
(6,332
121,516
136
157
293
887
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, (accretion) and amortization
601
513
Deferred income tax expense
241
ESOP expense
(135
Increase in cash surrender value of bank owned life insurance
(308
(299
Change in:
Accrued interest receivable and other assets
(14
29
1,134
88
Net cash provided by operating activities
9,379
5,926
Cash flows from investing activities:
Purchases of investment securities available-for-sale
(7,546
Purchases of premises and equipment
(329
(399
Proceeds from paydowns of investment securities available-for-sale
1,068
2,368
Proceeds from paydowns of investment securities held-to-maturity
8,147
2,076
Purchases of other investments
(79
(733
Net change in loans
(15,466
(38,091
Proceeds from sales of other real estate owned
2,985
Net cash used in investing activities
(14,205
(31,794
Cash flows from financing activities:
Net change in deposits
65,895
9,327
Proceeds from FHLB advances
10,000
24,000
Repayment of FHLB advances
(10,000
Proceeds from federal funds purchased
27
Repayment of federal funds purchased
(27
Dividends paid to shareholders
Proceeds from other borrowings
11,838
Repayment of other borrowings
(4,815
(7,023
Net cash provided by financing activities
48,246
28,142
Net change in cash and cash equivalents
43,420
2,274
Cash and cash equivalents at beginning of period
50,025
Cash and cash equivalents at end of period
52,299
Supplemental disclosures of cash flow information:
Cash paid for interest
14,532
13,916
Cash paid for income taxes
1,436
1,469
(1) Nature of Operations
Affinity Bancshares, Inc. (the “Company”) is a bank holding company headquartered in Covington, Georgia. The Company has one operating subsidiary, Affinity Bank, National Association (the “Bank”, and formerly named “Affinity Bank”), a national bank, 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 2020 to be the successor corporation to Community First Bancshares, Inc., a federal corporation, upon completion of the second-step mutual-to-stock conversion of Community First Bancshares, MHC, the top tier mutual holding company of Community First Bancshares, Inc, the former mid-tier holding company for the Bank.
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 30, 2025 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, 2024. The results of operations for the three and nine months ended September 30, 2025 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 credit losses, 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 – 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, 2024 included in the Company’s Annual Report on Form 10-K.
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.
(Dollars in thousands except per share data)
Effect of dilutive common stock awards
170,917
198,957
157,166
139,850
Diluted weighted average common shares outstanding
Basic earnings per common share
Diluted earnings per common share
There were 17,000 anti-dilutive options for the three and nine months ended September 30, 2025 and 10,000 and 110,000 anti-dilutive options for the three and nine months ended September 30, 2024.
(2) Investment Securities
Investment securities available-for-sale at September 30, 2025 and December 31, 2024 are as follows: (in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
U.S. Treasury securities
5,218
(402
4,816
Municipal securities - tax exempt
515
436
Municipal securities - taxable
2,040
(276
1,764
U. S. Government sponsored enterprises
11,837
(2,931
8,906
Government agency mortgage-backed securities
17,907
54
(2,072
15,889
Corporate securities
13,142
47
(332
12,857
50,659
101
(6,092
5,187
(620
4,567
(87
433
2,041
(370
1,671
(3,356
8,481
15,076
(2,732
12,344
9,486
67
(547
9,006
44,147
(7,712
Investment securities held-to-maturity at September 30, 2025 and December 31, 2024 are as follows: (in thousands)
Fair Value
Estimated Allowance for Credit Losses
661
582
18,593
524
(7
19,110
(29
19,254
(86
19,692
715
(103
612
26,629
211
(166
26,674
(45
27,344
(269
27,286
Corporate securities account for the majority of the held-to-maturity portfolio as of September 30, 2025. 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 securities through quarterly credit reviews to determine impairment, if any. At September 30, 2025, these securities are all rated as investment grade and the $29,000 of allowance for credit losses associated with these securities was calculated using a Moody's report on the cumulative default rates of the corporate issuers compared to $45,000 allowance for credit losses associated with these securities at December 31, 2024. During the three and nine months ended September 30, 2025, $8,000 and $16,000 provision reversal was recorded and no provision was recorded for the three and nine months ended September 30, 2024.
8
Investment securities available-for-sale in an unrealized loss position at September 30, 2025 and December 31, 2024 are as follows: (in thousands)
Less Than 12 Months
12 Months or More
Unrealized Loss
12,017
3,113
(18
(314
8,300
33,126
(6,074
36,239
5,446
32,942
There was one available-for-sale security in an unrealized loss position for less than 12 months of $18,000. There were 46 available-for-sale securities in an unrealized loss position for 12 months or greater totaling $6.1 million as of September 30, 2025. 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 are U.S. Treasury bonds, so all of these are direct obligations of the U.S. Government. Twenty-four of the securities are mortgage-backed bonds that have the direct or implied backing of the U.S. Government. Three of the bonds are municipal securities and the remaining eleven 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 September 30, 2025, and the Bank expects no credit losses on these securities, given the explicit and implicit guarantees provided by the U.S. federal government. The available-for-sale portfolio also includes corporate securities, which 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 have the intent to sell the U.S. government and agencies debt securities and the corporate securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Bank does not consider impairments on these securities to be credit related as of September 30, 2025.
The amortized cost and estimated fair value of investment securities available-for-sale and held-to-maturity at September 30, 2025, by contractual maturity, are shown below. Maturities of mortgage-backed securities may differ from contractual
9
maturities because borrowers 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)
Available-for-Sale
Held-to-Maturity
Amortized
Estimated
Cost
Within 1 year
1,000
994
1,003
Greater than 1 to 5 years
9,230
8,870
9,507
9,763
Greater than 5 to 10 years
12,192
11,307
8,086
8,344
Greater than 10 years
10,330
7,608
32,752
28,779
There were no sales of investment securities available-for-sale during the three and nine months ended September 30, 2025 and 2024.
Available-for-sale securities with a carrying value of approximately $5.9 million and $9.6 million were pledged to secure public deposits at September 30, 2025 and December 31, 2024, respectively.
(3) Loans and Allowance for Credit Losses
Major classifications of loans, by collateral code, at September 30, 2025 and December 31, 2024 are summarized as follows: (in thousands)
Commercial (secured by real estate - owner occupied)
163,796
156,923
Commercial (secured by real estate - non-owner occupied)
164,015
166,662
Commercial and industrial
146,212
148,150
Construction, land and acquisition & development
74,463
67,622
Residential mortgage 1-4 family
48,512
54,142
Consumer installment
132,541
120,616
Less allowance for credit losses
Total loans, net
The Bank grants loans and extensions of credit to individuals and a variety of firms and corporations located primarily in the Atlanta, Georgia Metropolitan Statistical Area. A substantial portion of the loan portfolio is collateralized by improved and unimproved real estate and is dependent upon the real estate market. The Bank also conducts 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 $2.2 million on September 30, 2025 and $2.3 million on December 31, 2024 and is included in other assets on the consolidated balance sheet.
10
The following table presents the balance in the allowance for credit losses as of and for the three and nine months ended September 30, 2025 and 2024 (in thousands)
Commercial(Secured by RealEstate - Owner Occupied)
Commercial(Secured by Real Estate - Non-Owner Occupied)
Commercial and Industrial
Construction, Land andAcquisition & Development
Residential Mortgage
ConsumerInstallment
Unallocated
Allowance for Credit Loss
1,136
1,115
1,805
1,435
1,188
1,800
8,542
Provision
(20
(49
26
84
85
70
Charge-offs
(76
Recoveries
24
1,116
1,108
1,758
1,461
1,139
1,832
148
8,562
Beginning balance, December 31, 2024
1,082
1,753
1,227
1,632
553
8,496
327
(115
358
(405
195
(220
91
Ending balance, September 30, 2025
Beginning balance, June 30, 2024
1,309
1,319
1,707
1,176
1,106
1,550
294
8,461
39
(38
93
(174
(75
Ending balance, September 30, 2024
1,313
1,371
1,731
1,215
1,580
120
8,398
Beginning balance, December 31, 2023
1,397
1,298
1,806
927
1,534
921
8,921
(84
238
288
80
354
(801
(165
(50
(372
(587
Allowance for credit loss on unfunded commitments for the three and nine months ended September 30, 2025 and 2024 is summarized below:
For the Three Months Ended
For the Nine Months Ended
September 30, 2024
(in thousands)
Beginning balance
694
744
(100
Ending Balance
644
The Bank individually evaluates loans meeting a certain threshold for impairment that are on nonaccrual status or are rated substandard (as described below).
Collateral-Dependent LoansWe classify a loan as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of collateral. Our commercial loans have collateral that is comprised of
11
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 as of September 30, 2025 and December 31, 2024, respectively, and we had $2.4 million and $2.0 million, respectively, of collateral-dependent loans without an allowance and no collateral-dependent loans with an allowance at September 30, 2025 and December 31, 2024.
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 30, 2025 and December 31, 2024 by class of loans: (in thousands)
30 -59 Days Past Due
60- 89 Days Past Due
90 Daysor GreaterPast Due
Total Accruing LoansPast Due
Nonaccrual with Allowance
Nonaccrual without Allowance
Current
1,814
161,982
133
163,882
574
145,638
15
74,448
Residential mortgage
124
2,247
46,141
97
300
132,144
5,083
724,235
370
320
690
1,996
154,237
152
166,510
148,149
17
67,605
1,117
1,214
2,313
50,615
76
602
299
119,715
2,014
493
2,507
4,777
706,831
During the nine months ended September 30, 2025, there were three commercial loan modifications to borrowers with financial difficulty. One loan, secured by real estate - owner occupied, totaled $1.8 million that was previously modified in third quarter of 2024. The loan modification provided for a six-month period with reduced fixed payments of $5,000 for the first three months and $7,500 for the second three months. Two new loans were added as financial difficulty modifications during the three months ending September 30, 2025. The additional two loans, commercial and industrial loans, consist of one commercial relationship that totaled $574,000. Both loans are secured by the guarantor’s businesses with secondary collateral being the guarantor’s primary residence. The loan modification provided for six interest-only payments. Following the six interest-only payments, the loan is scheduled to resume with principal and interest payments.
No loan modifications made to a borrower with financial difficulty subsequently defaulted during the three and nine months ended September 30, 2025 and 2024.
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.
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.
13
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 30, 2025 and December 31, 2024, 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)
2023
2022
2021
Prior
Revolvers
Pass
14,709
17,242
13,566
24,195
19,710
68,904
3,380
161,706
7,501
36,852
24,120
35,172
26,195
25,865
7,651
163,356
13,535
27,013
19,427
18,091
22,440
38,275
6,857
19,384
42,803
8,455
2,878
477
451
1,720
3,463
4,790
5,475
1,953
22,220
6,389
46,010
51,427
36,486
18,615
5,336
974
141
132,089
Total pass
108,276
163,859
88,973
104,921
76,111
156,689
24,418
723,247
Special Mention
276
115
23
16
Total special mention
919
1,069
Substandard
339
235
170
90
2,127
2,387
31
200
Total substandard
4,326
5,223
108,615
89,036
105,370
76,284
161,934
Current year to date period gross charge-offs
98
220
Total current period gross write-offs
14
2020
14,663
13,787
24,695
20,821
20,742
55,399
4,519
154,626
39,237
24,280
39,334
4,710
24,269
6,776
165,950
24,559
20,808
18,352
26,309
13,280
33,914
10,928
43,503
16,831
5,770
1,026
374
4,127
6,605
5,970
2,022
1,478
24,811
6,345
51,358
50,830
27,834
29,226
9,488
597
120,098
176,919
110,145
123,347
87,010
42,333
139,364
28,669
707,787
301
534
212
48
218
1,047
1,265
178
185
96
2,106
2,572
50
153
338
116
4,284
5,063
176,925
110,315
123,658
87,396
42,457
144,695
Gross charge-offs
164
45
360
527
365
215
741
(4) Intangible Assets
The core deposit premium intangible asset had a gross carrying amount of $1.9 million and accumulated amortization of $1.1 million at September 30, 2025. The core deposit premium intangible asset had a gross carrying amount of $1.9 million and accumulated amortization of $956,000 at December 31, 2024. Aggregate amortization expense was $47,000 and $143,000 for the three and nine months ended September 30, 2025 and 2024.
Goodwill acquired through acquisition was $17.2 million at September 30, 2025 and 2024. No impairment loss was recognized during the nine months ended September 30, 2025 and 2024.
(5)Deposits
The aggregate amount of certificates of deposit ("CDs") of $250,000 or more, the standard FDIC deposit insurance coverage limit per depositor, was approximately $37.4 million at September 30, 2025, and $35.2 million at December 31, 2024. Due to the FDIC insurance coverage rules and limits for a depositor's specific group of deposit accounts, it is important to note that not all deposits in excess of $250,000 are uninsured.
Brokered CDs totaled $92.5 million and had a weighted average rate of 4.44% and a weighted average maturity of 18 months at September 30, 2025 and $106.3 million and had a weighted average rate of 4.50% and a weighted average maturity of 19 months at December 31, 2024.
(6)Borrowings
The following Federal Home Loan Bank ("FHLB") advances, which required monthly or quarterly interest payments, were outstanding at September 30, 2025.
Advance Date
Advance
Interest Rate
Maturity
Rate
Call Feature
1/6/2023
10,000,000
4.22
%
1/6/2026
Fixed
N/A
3.94
1/6/2028
10/25/2023
3.99
10/25/2028
Convertible
10/27/2025
7/11/2024
14,000,000
3.50
7/11/2029
10/14/2025
6/13/2025
3.48
6/13/2029
54,000,000
At September 30, 2025 and December 31, 2024, the FHLB advances were collateralized by certain loans which totaled approximately $442.1 million and $434.5 million, and by the Company’s investment in FHLB stock which totaled approximately $3.2 million and $3.2 million at September 30, 2025 and December 31, 2024, respectively.
The Company had one FHLB letter of credit of $13.0 million and $12.5 million, used to collateralize public deposits, outstanding at September 30, 2025 and December 31, 2024.
The Company has Federal Funds unsecured lines of credit totaling $32.5 million. No amount was borrowed under these lines as of September 30, 2025 and December 31, 2024.
The Company also has a line of $59.6 million and $65.1 million with the Federal Reserve Bank secured by $81.6 million and $84.0 million in loans and investment securities as of September 30, 2025 and December 31, 2024, respectively. There was $0 and $4.8 million outstanding under the Federal Reserve's Bank Term Funding Program at September 30, 2025 and December 31, 2024, respectively. The advance was paid in full on maturity date in the first quarter of 2025.
(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 ended September 30, 2025 was approximately $331,000 with $220,000 of the expense related to the special dividend paid in first quarter of 2025. Total ESOP expense for the nine months ended September 30, 2025 was approximately $963,000 with $641,000 of the expense related to the special dividend paid in first quarter of 2025. Total ESOP expense for the three and nine months ended September 30, 2024 was approximately $111,000 and $293,000. The balance of the note payable of the ESOP was approximately $4.2 million and $5.0 million at September 30, 2025 and December 31, 2024, respectively. 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 30, 2025 and December 31, 2024, 122,000 shares had been released.
(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.
In 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 for the stock granted in first quarter of 2025.
Dividend yield
0
Expected volatility
28.16
Risk-free interest rate
4.28
Expected average life
7.50
Weighted average per share fair value
7.73
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, 2024
640,766
12.58
6.75
5,724
Exercised
11,921
12.98
Forfeited
13,406
14.38
Outstanding March 31, 2025
615,439
12.53
6.49
3,582
Exercisable - March 31, 2025
361,473
11.56
5.72
2,453
Granted
7,000
18.53
Outstanding June 30, 2025
622,439
12.60
6.28
3,513
Exercisable - June 30, 2025
401,568
11.44
5.49
2,729
Outstanding September 30, 2025
6.03
4,079
Exercisable - September 30, 2025
432,953
11.68
5.34
3,235
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, 2023
166,591
13.46
Vested
(3,467
Outstanding - March 31, 2024
163,124
13.44
(27,174
Outstanding - June 30, 2024
135,950
14.06
Vested*
(20,867
Oustanding, September 30, 2024
115,083
13.92
Outstanding, December 31, 2024
107,609
13.88
Vested *
(3,466
104,143
13.86
(18,824
85,319
14.72
(20,866
64,453
14.67
* 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, 1,919 and 3,786 shares were surrendered during the three and nine months ended September 30, 2025.
The Company recognized approximately $175,000, $217,000, $723,000 and $887,000, of stock-based compensation expense during the three months ended September 30, 2025 and 2024 and nine months ended September 30, 2025 and 2024 respectively, associated with its common stock awards granted to directors and officers. This expense is net of approximately $105,000 and $0 during the three months ended September 30, 2025 and 2024, respectively, for shares surrendered to satisfy applicable tax withholding requirements. This expense is net of approximately $139,000 and $0 during the nine months ended September 30, 2025 and 2024 respectively for shares surrendered to satisfy applicable tax withholding requirements.
As of September 30, 2025, there was approximately $1.7 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 1.12 years.
(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 collateral dependent 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.
18
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.
Following are descriptions 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 First National Bankers Bank stock and approximates fair value.
The Company does not record loans at fair value on a recurring basis, unless a loan is considered collateral dependent and a specific reserve may be required to be established within the allowance for 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 individually evaluated. Once a loan is identified as collateral dependent, management measures impairment in accordance with GAAP. The fair value of collateral dependent loans is estimated using one of three methods, including collateral value, market value of similar debt, and discounted cash flows. Those collateral dependent loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. In accordance with GAAP, collateral dependent 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 collateral dependent 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 collateral dependent loan as nonrecurring Level 3. For disclosure purposes, the fair value of fixed rate loans which are not considered collateral dependent 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 non collateral dependent variable rate loans, the carrying amount is a reasonable estimate of fair value for disclosure purposes.
19
Other Real Estate Owned
Other real estate owned 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.
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.
FHLB Advances and Other Borrowings
FHLB advances are carried at cost and the fair value is obtained from the Federal Home Loan Bank of Atlanta. Federal Funds Purchased are carried at cost and because they are overnight funds, the carrying value is a reasonable estimate of 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 $44.7 million and $36.5 million at September 30, 2025 and December 31, 2024, respectively. 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 at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below as of September 30, 2025 and December 31, 2024 (in thousands).
Level 1
Level 2
Level 3
Other real estate owned
Collateral dependent loans
2,388
Total assets at fair value
2,000
20
The carrying amounts and estimated fair values (in thousands) of the Company’s financial instruments at September 30, 2025 and December 31, 2024 are as follows:
Carrying
Amount
Financial assets:
Investment securities held-to-maturity
Loans, net
719,208
693,346
Financial liabilities:
740,035
672,708
53,747
58,944
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.
21
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 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 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 Quarterly 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:
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:
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, 2024. 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, 2024 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Comparison of Financial Condition at September 30, 2025 and December 31, 2024
Total assets increased $58.4 million, or 6.7%, to $925.2 million at September 30, 2025 from $866.8 million at December 31, 2024, due primarily to increases in loans and cash and cash equivalents.
Gross loans increased $15.4 million, or 2.2%, to $729.5 million at September 30, 2025 from $714.1 million at December 31, 2024. Construction loans increased $6.8 million, or 10.1%, to $74.5 million at September 30, 2025 from $67.6 million at December 31, 2024. Owner-occupied commercial real estate loans increased $6.9 million or 4.4%, and consumer installment loans increased $11.9 million or 9.9%. We experienced decreases in residential mortgage loans of $5.6 million or 10.4%, and in nonowner-occupied commercial real estate loans of $2.6 million or 1.6%.
Total deposits increased $65.9 million, or 9.8%, to $739.4 million at September 30, 2025 from $673.5 million at December 31, 2024, reflecting increases in all deposit types. Demand deposits increased $12.2 million, or 5.4%, and money market and savings accounts increased $45.6 million, or 20.3%, as a result of our business customers' cyclical demands at year-end. Our certificates of deposit include brokered deposits at September 30, 2025, totaling $92.5 million, which had an average life of 18 months and an average interest rate of 4.44%. The loan-to-deposit ratio at September 30, 2025 was 98.7%, as compared to 106.0% at December 31, 2024.
We had $54.0 million of FHLB advances at September 30, 2025, and $54.0 million of FHLB advances and $4.8 million in other borrowings at December 31, 2024.
Stockholders’ equity decreased by $3.7 million, or 2.9%, to $125.4 million at September 30, 2025 compared to $129.1 million at December 31, 2024, primarily due to a special dividend payment in the first quarter of $1.50 per share totaling $8.8 million, as well as $4.1 million in common stock repurchased, offset by net income of $6.2 million during the nine months of 2025, ESOP related and
stock compensation expense of $1.7 million and a change in unrealized gain on investment securities available-for-sale, net of tax, of $1.2 million.
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,
AverageOutstandingBalance
Interest
AverageYield/Rate
(Dollars in thousands)
Interest-earning assets:
733,069
6.07
698,877
22,802
6.44
33,235
511
6.12
40,993
3.53
47,600
435
3.64
Interest-earning deposits and federal funds
80,003
4.30
52,250
5.09
6,250
6.22
6,091
92
6.01
Total interest-earning assets
883,117
5.80
838,053
5.84
Non-interest-earning assets
48,683
47,471
931,800
885,524
Interest-bearing liabilities:
Interest-bearing checking accounts
86,092
123
0.57
87,569
127
0.58
169,791
1,302
3.04
149,321
1,238
3.30
92,570
702
3.01
71,003
509
2.85
246,510
2,498
4.02
217,307
4.23
Total interest-bearing deposits
594,963
3.08
525,200
3.17
3.86
63,323
4.40
Total interest-bearing liabilities
648,963
3.15
588,523
Non-interest-bearing liabilities
157,684
170,197
806,647
758,720
125,153
126,804
Net interest rate spread
2.65
2.54
Net interest income
Net interest margin
3.49
3.52
For the Nine Months Ended September 30,
725,044
6.10
681,876
5.99
25,640
1,202
6.27
33,892
6.18
39,980
1,044
47,783
1,377
3.85
70,650
4.26
51,105
5.13
6,221
287
6.17
5,676
263
6.19
867,535
5.83
820,332
5.82
48,139
50,238
915,674
870,570
83,870
305
0.49
88,243
344
0.52
164,295
3,723
3.03
145,284
3,496
3.21
85,144
1,849
2.90
73,056
1,563
2.86
247,174
7,519
4.07
218,641
6,884
4.21
580,483
3.09
525,224
3.12
54,282
53,857
634,765
579,081
3.23
154,574
166,911
789,339
745,992
126,335
124,578
2.68
2.59
3.54
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.
25
Three Months Ended September 30,2025 vs. 2024
Nine Months Ended September 30,2025 vs. 2024
Increase (Decrease) Due to
Increase
Volume
(Decrease)
618
623
2,443
44
2,487
(285
144
(141
(411
46
(365
(70
(327
(6
(333
1,419
(1,219
1,472
(1,183
289
(3
1,688
(1,070
3,204
(1,102
2,102
(4
(39
914
(850
820
(593
227
192
193
285
286
1,218
(1,033
1,304
(669
635
2,320
(1,882
438
2,370
(1,261
1,109
(171
(5
(176
(355
(160
2,149
(1,887
262
2,565
(1,616
949
Change in net interest income
(461
817
356
639
514
1,153
Comparison of Operating Results for the Three Months Ended September 30, 2025 and 2024
General. Net income was $2.2 million for the three months ended September 30, 2025, compared to $1.7 million for the three months ended September 30, 2024. The increase was caused by an increase in net interest income and a decrease in noninterest expenses.
Interest Income. Interest income increased $618,000, or 5.0%, to $12.9 million for the three months ended September 30, 2025 from $12.3 million for the three months ended September 30, 2024. The increase was primarily due to an increase in income from loans, partially offset by a decrease in income from investment securities. Interest income on loans increased $623,000, or 5.9%, to $11.2 million for the three months ended September 30, 2025 from $10.6 million for the three months ended September 30, 2024. Our average balance of loans increased by $34.2 million, or 4.9%, to $733.1 million for the three months ended September 30, 2025 from $698.9 million for the three months ended September 30, 2024. The average balance of loans increased due to steady loan demand.
Interest income on interest-earning deposits and federal funds increased $200,000 to $868,000 for the three months ended September 30, 2025 from $668,000 for the three months ended September 30, 2024. The yields we received on these funds decreased to 4.30% from 5.09% due to the continued changes in the interest rate environment. The average balance of interest-earning deposits and federal funds increased $27.8 million to $80.0 million for the three months ended September 30, 2025 compared to $52.3 million for the three months ended September 30, 2024, as we had corresponding increases in saving and money market deposits.
Interest income on available-for-sale and held-to-maturity securities decreased $211,000 to $735,000 for the three months ended September 30, 2025 from $946,000 for the three months ended September 30, 2024. The average balance of securities was $63.8 million for the nine months ended September 30, 2025 compared to $80.8 million for the nine months ended September 30, 2024.
Interest Expense. Interest expense increased $262,000 to $5.2 million for the three months ended September 30, 2025, compared to $4.9 million for the three months ended September 30, 2024, primarily due to increases in the average balances of interest-bearing liabilities.
Interest expense on deposits increased $438,000 to $4.6 million for the three months ended September 30, 2025 from $4.2 million for the three months ended September 30, 2024. Interest expense on certificates of deposit increased $185,000 to $2.5 million for the three months ended September 30, 2025. The average rate we paid on certificates of deposit decreased 21 basis points to 4.02% for the three months ended September 30, 2025 from 4.23% for the three months ended September 30, 2024, due to the continued changes in the interest rate environment, while the average balance increased by $29.2 million to $246.5 million for the three months ended September 30, 2025 from $217.3 million for the three months ended September 30, 2024.
Interest expense on borrowings decreased $176,000 to $525,000 for the three months ended September 30, 2025 from $701,000 for the three months ended September 30, 2024, due to a decrease in average borrowings of $9.3 million.
Net Interest Income. Net interest income before provision for credit losses increased $356,000, or 4.8%, to $7.8 million for the three months ended September 30, 2025 compared to $7.4 million for the three months ended September 30, 2024. Our net interest rate spread decreased to 2.65% for the three months ended September 30, 2025 from 2.54% for the three months ended September 30, 2024, and our net interest margin decreased to 3.49% for the three months ended September 30, 2025 from 3.52% for the three months ended September 30, 2024, as the yields we earned on our interest-earning assets decreased. Yield on interest bearing assets decreased four basis points, outpacing decrease in rate paid on interest bearing liabilities by 11 basis points.
Provision for Credit Losses. The provision for credit losses consists of provisions for credit losses for loans and unfunded loan commitments, as well as held-to-maturity securities.
Provisions for credit losses for loans are charged to operations to establish an allowance for 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 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.
After an evaluation of these factors, we recorded a provision for credit losses of $12,000 for the three months ended September 30, 2025, and no provision for the three months ended September 30, 2024. For the three months ended September 30, 2025, we recorded $70,000 in provision for credit losses for loans, a provision reversal for credit losses for unfunded commitments of $50,000, and a provision reversal for credit losses for held to maturity securities of $8,000 for three months ended September 30, 2025. Our allowance for credit losses on loans was $8.6 million at September 30, 2025, $8.5 million at December 31, 2024 and $8.4 million at September 30, 2024. The allowance for credit losses on loans to total loans was 1.17% at September 30, 2025 compared to 1.19% at December 31, 2024. The allowance for credit losses to non-performing loans was 168.44% at September 30, 2025 compared to 177.9% at December 31, 2024. Net loan charge-offs were $50,000 for the three months ended September 30, 2025, compared to net loan charge-offs of $63,000 for the three months ended September 30, 2024.
To the best of our knowledge, we have recorded all credit losses that are both probable and reasonable to estimate at September 30, 2025. 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 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 credit losses, and as a result of such reviews, we may have to adjust our allowance for credit losses. However, regulatory agencies are not directly
involved in the process of establishing the allowance for credit losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.
Noninterest Income. Noninterest income increased $22,000, or 3.9%, to $588,000 for the three months ended September 30, 2025 from $566,000 for the three months ended September 30, 2024 due to an increase in other noninterest income.
Noninterest Expenses. Non-interest expenses information is as follows.
Change
Percent
(61
(1.9
)%
(19
(3.2
2.1
(206
(15.5
Total non-interest expenses
(275
(4.8
Other fees decreased by $206,000 to $1.1 million for the three months ended September 30, 2025, due to a decrease in professional fees. The decrease in professional fees was attributable to costs in the prior year related to a prospective merger transaction that was ultimately not completed.
Income Tax Expense. We recorded income tax expense of $700,000 for the three months ended September 30, 2025 compared to $546,000 for the three months ended September 30, 2024. The effective tax rate was 24.0% for both periods.
Comparison of Operating Results for the Nine Months Ended September 30, 2025 and 2024General. Net income was $6.2 million for the nine months ended September 30, 2025 compared to $4.1 million for the nine months ended September 30, 2024. The increase was caused by an increase in net interest income and a decrease in noninterest expenses that were partially offset by a decrease in noninterest income.
Interest Income. Interest income increased $2.1 million, or 5.9%, to $37.9 million for the nine months ended September 30, 2025 from $35.7 million for the nine months ended September 30, 2024. The increase was due to increases in income from loans and interest-earning deposits partially offset by a decrease in income from investment securities. Interest income on loans increased $2.5 million, or 8.1%, to $33.1 million for the nine months ended September 30, 2025 from $30.6 million for the nine months ended September 30, 2024. Our average balance of loans increased by $43.1 million, or 6.3%, to $725.0 million for the nine months ended September 30, 2025 from $681.9 million for the nine months ended September 30, 2024. The average balance of loans increased due to steady loan demand. The average yield on loans increased 11 basis points to 6.10% for the current period, as compared to 5.99% for the prior year period, due to the loans being originated or repricing at higher yields during the current period.
Interest income on interest-earning deposits and federal funds increased $289,000 to $2.3 million for the nine months ended September 30, 2025 from $2.0 million for the nine months ended September 30, 2024. The average balance of interest-earning deposits and federal funds increased $19.5 million to $70.7 million for the nine months ended September 30, 2025 compared to $51.1 million for the nine months ended September 30, 2024, as we held excess cash to increase liquidity. The yields we received on these funds decreased to 4.26% from 5.13% due to the continued changes in the interest rate environment.
Interest income on available-for-sale and held-to-maturity securities decreased $698,000 to $2.2 million for the nine months ended September 30, 2025 from $2.9 million for the nine months ended September 30, 2024. The average balance of securities was $65.6 million for the nine months ended September 30, 2025 compared to $81.7 million for the nine months ended September 30, 2024.
Interest Expense. Interest expense increased $949,000 to $15.0 million for the nine months ended September 30, 2025, compared to $14.0 million for the nine months ended September 30, 2024.
We recognized increases in most categories of interest expense. The largest increase was in interest expense on certificates of deposit, which increased $635,000 to $7.5 million for the nine months ended September 30, 2025. The average rate we paid on certificates of deposit decreased 14 basis points to 4.07% for the nine months ended September 30, 2025 from 4.21% for the nine months ended September 30, 2024, due to the continued changes in the interest rate environment. In addition, the average balance of certificates of deposit increased to $247.1 million for the nine months ended September 30, 2025, up $28.5 million from $218.6
28
million for the nine months ended September 30, 2024, as customers increased deposits in higher-yielding accounts due to the current interest rate environment. We also experienced an increase in interest expense on money market and savings accounts of $513,000 to $5.6 million for the nine months ended September 30, 2025 primarily due to increases in average balance of $31.1 million to $249.9 million.
Net Interest Income. Net interest income increased $1.2 million, or 5.3%, to $22.9 million for the nine months ended September 30, 2025 compared to $21.7 million for the nine months ended September 30, 2024. Our net interest rate spread increased to 2.68% for the nine months ended September 30, 2025 from 2.59% for the nine months ended September 30, 2024, and our net interest margin decreased only one basis point to 3.53% for nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Provision for 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 the factors described above, we recorded provisions for credit losses of $79,000 and $213,000 for the nine months ended September 30, 2025 and 2024, respectively.For the nine months ended September 30, 2025, we recorded $195,000 in provision for credit losses for loans, a provision reversal for credit losses for unfunded commitments of $100,000 and a provision reversal for credit losses for held to maturity securities of $16,000. Our allowance for credit losses on loans was $8.6 million at September 30, 2025, $8.5 million at December 31, 2024 and $8.4 million at September 30, 2024. The allowance for credit losses on loans to total loans was 1.17% at September 30, 2025 compared to 1.19% at December 31, 2024 and 1.20% at September 30, 2024. Net charge-offs were $129,000 for the nine months ended September 30, 2025, compared to net charge-offs of $523,000 for the nine months ended September 30, 2024.
Noninterest Income. Noninterest income decreased $246,000 to $1.6 million for the nine months ended September 30, 2025 compared to $1.9 million for the nine months ended September 30, 2024, due to a decline in merchant services volume and gain on sale of other real estate that was recorded in prior year.
.
Noninterest Expenses Noninterest expenses information is as follows.
Nine Months EndedSeptember 30,
(0.4
(52
(2.8
86
5.6
(1,735
(36.4
(1,739
(9.7
Other fees decreased by $1.7 million to $3.0 million for the nine months ended September 30, 2025. The decrease was mainly related to a decrease in professional fees attributable to costs in the prior year related to a prospective merger transaction that was ultimately not completed.
Income Tax Expense. We recorded income tax expense of $2.0 million with effective tax rate of 24.0% for the nine months ended September 30, 2025 compared to $1.2 million with effective tax rate of 23.9% for the nine months ended September 30, 2024.
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:
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.
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 30, 2025, 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 IncomeYear 1 Forecast
Year 1 Changefrom Level
+400
32,288
(5.22
+200
33,268
(2.34
Level
34,066
-200
33,199
(2.55
-400
31,959
(6.19
(1) Assumes an immediate uniform change in interest rates at all maturities.
The table above indicates that at September 30, 2025, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 2.34% decrease in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would have experienced a 2.55% decrease in net interest income. At September 30, 2024, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 0.15% increase in 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.
30
Certain shortcomings are inherent in the methodologies used in the above interest rate risk 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 table presented 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 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 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.
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.
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 30, 2025, we had a $233.2 million line of credit with the Federal Home Loan Bank of Atlanta, with advances of $54.0 million outstanding and a $13.0 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 had a line of $59.6 million with the Federal Reserve Bank secured by $81.6 million in loans.
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 $9.4 million for the nine months ended September 30, 2025, compared to $5.9 million for the nine months ended September 30, 2024. Net cash used in investing activities was $14.2 million for the nine months ended September 30, 2025, compared to $31.8 million for the nine months ended September 30, 2024. Net cash used in investing activities typically consists primarily of disbursements for loan originations and any purchases of investment securities. Net cash provided by financing activities, which consists primarily of activity in deposit accounts and proceeds/repayments of borrowings and dividends, was $48.2 million for the nine months ended September 30, 2025, which reflected increases in deposits accounts of $65.9 million, partially offset by dividend payments of $8.8 million, repaying $4.8 million in borrowings, and stock repurchases of $4.1 million, compared to net cash provided by financing activities of $28.1 million for the nine months ended September 30, 2024.
We are committed to maintaining a strong liquidity position. 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 30, 2025, we exceeded all of our regulatory capital requirements and the Bank was 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 30, 2025 and December 31, 2024 are presented in the table below (in thousands).
For Capital
To Be Well Capitalized
Adequacy
Under Prompt Corrective
Actual
Purposes
Action Provisions
Ratio
As of September 30, 2025:
Common Equity Tier 1 (to Risk Weighted Assets)
98,839
12.08
36,819
4.50
53,183
6.50
Total Capital (to Risk Weighted Assets)
108,092
13.21
65,461
8.00
81,826
10.00
Tier I Capital (to Risk Weighted Assets)
49,092
6.00
Tier I Capital (to Average Assets)
10.76
36,743
4.00
45,929
5.00
As of December 31, 2024:
103,955
12.96
36,095
52,138
113,256
14.12
64,168
80,210
48,127
12.01
34,623
43,279
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 30, 2025, we had outstanding commitments to originate loans of $80.7 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 30, 2025 totaled $132.0 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 30, 2025. 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 30, 2025, 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.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
At September 30, 2025, 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
The following table sets forth information in connection with repurchases of shares of the Company's common stock during the three months ended September 30, 2025:
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, 2025 through July 31, 2025
998
18.47
199,959
August 1, 2025 through August 31, 2025
98,736
19.44
101,223
September 1, 2025 through September 30, 2025
99,734
19.43
The Company's Board of Directors approved a stock repurchase program on March 7, 2025, which authorized the repurchase of up to 320,480 shares of the Company's common stock (approximately 5.0% of the then-outstanding shares). As of September 30, 2025, the Company had repurchased 219,257 shares pursuant to the plan. There is no expiration date for the stock repurchase plan.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5.Other Information
During the three months ended September 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in Securities and Exchange Commission regulations.
Item 6. Exhibits
Exhibit
Number
Description
3.1
Articles of Incorporation of Affinity Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-248745)
3.2
Bylaws of Affinity Bancshares, Inc.(incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-248745)
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
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 30, 2025, formatted in inline XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Income, (iii) Statements of Comprehensive 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)
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.
Date:
November 10, 2025
/s/ Edward J. Cooney
Edward J. Cooney
President and Chief Executive Officer
/s/ Brandi Pajot
Brandi Pajot
Senior Vice President and Chief Financial Officer