UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period
Commission File No.
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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 |
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Accelerated filer |
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☒ |
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Smaller reporting company |
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Emerging growth company |
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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
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As of August 7, 2024,
Affinity Bancshares, Inc.
Form 10-Q
Table of Contents
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Page |
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Item 1. |
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2 |
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Consolidated Balance Sheets at June 30, 2024 (unaudited) and December 31, 2023 |
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2 |
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3 |
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4 |
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5 |
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited) |
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6 |
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7 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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21 |
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Item 3. |
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32 |
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Item 4. |
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32 |
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Item 1. |
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33 |
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Item 1A. |
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33 |
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Item 2. |
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Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
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33 |
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Item 3. |
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33 |
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Item 4. |
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33 |
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Item 5. |
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33 |
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Item 6. |
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33 |
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35 |
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AFFINITY BANCSHARES, INC.
Consolidated Balance Sheets
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June 30, 2024 |
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December 31, 2023 |
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(Dollars in thousands except per share amounts) |
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Assets |
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Cash and due from banks |
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$ |
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$ |
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Interest-earning deposits in other depository institutions |
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Cash and cash equivalents |
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Investment securities available-for-sale |
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Investment securities held-to-maturity (estimated fair value of $ |
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Other investments |
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Loans |
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Allowance for credit loss on loans |
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Net loans |
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Other real estate owned |
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Premises and equipment, net |
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Bank owned life insurance |
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Intangible assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Liabilities: |
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Non-interest-bearing checking |
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$ |
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$ |
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Interest-bearing checking |
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Money market accounts |
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Savings accounts |
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Certificates of deposit |
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Total deposits |
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Federal Home Loan Bank advances and other borrowings |
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Accrued interest payable and other liabilities |
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Total liabilities |
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Stockholders' equity: |
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Common stock (par value $ |
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Preferred stock ( |
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Additional paid in capital |
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Unearned ESOP shares |
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Retained earnings |
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Accumulated other comprehensive loss |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to unaudited consolidated financial statements.
2
AFFINITY BANCSHARES, INC.
Consolidated Statements of Income
(unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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(Dollars in thousands except per share amounts) |
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Interest income: |
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Loans, including fees |
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$ |
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$ |
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$ |
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$ |
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Investment securities |
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Interest-earning deposits |
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Total interest income |
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Interest expense: |
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Deposits |
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FHLB advances and other borrowings |
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Total interest expense |
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Net interest income before provision for credit losses |
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Provision for credit losses |
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— |
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Net interest income after provision for credit losses |
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Noninterest income: |
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Service charges on deposit accounts |
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Net gain on sale of other real estate owned |
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— |
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— |
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Other |
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Total noninterest income |
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Noninterest expenses: |
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Salaries and employee benefits |
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Occupancy |
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Data processing |
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Professional fees |
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Other |
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Total noninterest expenses |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding |
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Basic |
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Diluted |
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Basic earnings per share |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings per share |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to unaudited consolidated financial statements.
3
AFFINITY BANCSHARES, INC.
Consolidated Statements of Comprehensive Income
(unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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(In thousands) |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Net unrealized gains (losses) on available-for-sale securities, net of taxes of $ |
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Total other comprehensive income (loss) |
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( |
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Total comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to unaudited consolidated financial statements.
4
AFFINITY BANCSHARES, INC.
Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
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Three Months Ended June 30, 2024 and 2023 |
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Accumulated |
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Additional |
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Other |
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Common |
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Paid In |
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Unearned |
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Retained |
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Comprehensive |
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Stock |
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Capital |
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ESOP Shares |
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Earnings |
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Income (Loss) |
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Total |
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(In thousands) |
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Beginning balance March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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ESOP loan payment and release of ESOP shares |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Change in unrealized gain on investment securities available-for-sale, net of tax |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Ending balance June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Beginning balance March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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ESOP loan payment and release of ESOP shares |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Change in unrealized loss on investment securities available-for-sale, net of tax |
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— |
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— |
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— |
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— |
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( |
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( |
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Common stock repurchase |
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( |
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( |
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— |
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— |
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— |
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( |
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Net income |
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— |
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— |
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— |
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— |
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Ending balance June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Six Months Ended June 30, 2024 and 2023 |
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Accumulated |
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Additional |
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Other |
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Common |
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Paid In |
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Unearned |
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Retained |
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Comprehensive |
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Stock |
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Capital |
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ESOP Shares |
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Earnings |
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Income (Loss) |
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Total |
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(In thousands) |
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Beginning balance December 31, 2023 |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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ESOP loan payment and release of ESOP shares |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Change in unrealized gain on investment securities available-for-sale, net of tax |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Ending balance June 30, 2024 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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Beginning balance December 31, 2022 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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ESOP loan payment and release of ESOP shares |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Change in unrealized loss on investment securities available-for-sale, net of tax |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Common stock repurchase |
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( |
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( |
) |
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|
|
|
|
|
|
|
|
|
|
( |
) |
|||
(see Note 1) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Ending balance June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
See accompanying notes to unaudited consolidated financial statements.
5
AFFINITY BANCSHARES, INC.
Consolidated Statements of Cash Flows
(unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation, (accretion) and amortization |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Deferred income tax expense |
|
|
|
|
|
— |
|
|
Provision for credit losses |
|
|
|
|
|
|
||
ESOP expense |
|
|
|
|
|
|
||
Net loss (gain) on sale and writedown of other real estate owned |
|
|
( |
) |
|
|
— |
|
Increase in cash surrender value of bank owned life insurance |
|
|
( |
) |
|
|
( |
) |
Change in: |
|
|
|
|
|
|
||
Accrued interest receivable and other assets |
|
|
( |
) |
|
|
( |
) |
Accrued interest payable and other liabilities |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of investment securities held-to-maturity |
|
|
— |
|
|
|
( |
) |
Purchases of investment securities available-for-sale |
|
|
— |
|
|
|
( |
) |
Purchases of premises and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from paydowns of investment securities available-for-sale |
|
|
|
|
|
|
||
Proceeds from paydowns of investment securities held-to-maturity |
|
|
|
|
|
|
||
Purchases of other investments |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales of other investments |
|
|
— |
|
|
|
|
|
Net change in loans |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales of other real estate owned |
|
|
|
|
|
— |
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Net change in deposits |
|
|
|
|
|
|
||
Stock repurchase |
|
|
— |
|
|
|
( |
) |
Proceeds from FHLB advances |
|
|
|
|
|
|
||
Repayment of FHLB advances |
|
|
( |
) |
|
|
( |
) |
Repayment of federal funds purchased |
|
|
— |
|
|
|
( |
) |
Proceeds from other borrowings |
|
|
|
|
|
— |
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net change in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
|
|
|
|
|
||
Change in unrealized loss on investment securities available-for-sale, net of tax |
|
|
|
|
|
( |
) |
See accompanying notes to unaudited consolidated financial statements.
6
AFFINITY BANCSHARES, INC.
Notes to Unaudited Consolidated Financial Statements
(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 (the “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 June 30, 2024 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, 2023. The results of operations for the three and six months ended June 30, 2024 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, 2023 included in the Company’s Annual Report on Form 10-K.
Proposed Transaction
On May 30, 2024, the Company, Affinity Bank, and Atlanta Postal Credit Union (“APCU”) entered into a Purchase and Assumption Agreement (the “Agreement”), pursuant to which APCU will acquire substantially all of the assets and assume substantially all of the liabilities (including deposit liabilities) of Affinity Bank.
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.
7
AFFINITY BANCSHARES, INC.
Notes to Unaudited Consolidated Financial Statements
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
(Dollars in thousands except per share data) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive common stock awards |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings per common share |
|
|
|
$ |
|
|
|