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Farmers & Merchants Bancshares, Inc. - Quarter Report: 2019 March (Form 10-Q)

fmfg20190331_10q.htm
 

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 quarterly period ended March 31, 2019

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to ________________

 

Commission file number 000-55756

 

Farmers and Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

  Maryland   81-3605835  
  (State or other jurisdiction of    (I. R. S. Employer Identification No.)  
  incorporation or organization)       

 

4510 Lower Beckleysville Road, Suite H, Hampstead, Maryland         21074

(Address of principal executive offices)                 (Zip Code)

 

(410) 374-1510

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing 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 non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition 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 ☑

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,682,997 as of May 13, 2019.

 

 

 

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

 

Table of Contents

 

  Page
   

PART I – FINANCIAL INFORMATION

3

   

Item 1. Financial Statements

3

   
Consolidated balance sheets at March 31, 2019 (unaudited) and December 31, 2018

3

   
Consolidated statements of income (unaudited) for the three months ended March 31, 2019 and 2018

4

   
Consolidated statements of comprehensive income (unaudited) for the three months ended March 31, 2019 and 2018

5

   
Consolidated statements of changes in stockholders’ equity (unaudited) for the three months ended March 31, 2019 and 2018

6

   
Consolidated statements of cash flows (unaudited) for the three months ended March 31, 2019 and 2018

7

   
Notes to financial statements (unaudited)

9

   

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

26

   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

39

   

Item 4. Controls and Procedures

39

   

PART II – OTHER INFORMATION

40

   

Item 1. Legal Proceedings

40

   

Item 1A. Risk Factors

40

   

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

40

   

Item 3. Defaults upon Senior Securities

40

   

Item 4. Mine Safety Disclosures

40

   

Item 5. Other Information

40

   

Item 6. Exhibits

41

   

SIGNATURES

41

 

2

 
 

 

 

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 
   

(Unaudited)

         

Assets

 
                 

Cash and due from banks

  $ 20,088,893     $ 11,480,608  

Federal funds sold and other interest-bearing deposits

    6,724,288       3,137,629  

Cash and cash equivalents

    26,813,181       14,618,237  

Certificate of deposit in other bank

    100,000       100,000  

Securities available for sale

    30,601,771       26,591,991  

Securities held to maturity

    18,065,993       18,127,067  

Equity security at fair value

    514,717       503,827  

Federal Home Loan Bank stock, at cost

    503,700       575,800  

Mortgage loans held for sale

    417,465       573,638  

Loans, less allowance for loan losses of $2,529,209 and $2,509,334

    335,142,379       340,900,635  

Premises and equipment

    5,032,002       5,075,310  

Accrued interest receivable

    1,014,800       990,529  

Deferred income taxes

    1,100,714       1,179,454  

Other real estate owned

    210,150       210,150  

Bank owned life insurance

    7,093,740       7,053,354  

Other assets

    1,873,120       657,885  
    $ 428,483,732     $ 417,157,877  
                 

Liabilities and Stockholders' Equity

 
                 

Deposits

               

Noninterest-bearing

  $ 60,431,904     $ 62,717,520  

Interest-bearing

    304,755,581       291,995,483  

Total deposits

    365,187,485       354,713,003  

Securities sold under repurchase agreements

    9,132,795       11,012,000  

Federal Home Loan Bank of Atlanta advances

    3,000,000       3,000,000  

Accrued interest payable

    350,206       311,489  

Other liabilities

    4,114,849       2,726,678  
      381,785,335       371,763,170  

Stockholders' equity

               

Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 1,682,997 shares in 2019 and 2018

    16,830       16,830  

Additional paid-in capital

    27,324,794       27,324,794  

Retained earnings

    19,626,222       18,621,382  

Accumulated other comprehensive income

    (269,449 )     (568,299 )
      46,698,397       45,394,707  
    $ 428,483,732     $ 417,157,877  

 

 

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

 

3

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

Three Months Ended March 31,

 

2019

   

2018

 
                 

Interest income

               

Loans, including fees

  $ 4,160,086     $ 3,933,155  

Investment securities - taxable

    152,317       154,860  

Investment securities - tax exempt

    160,607       142,763  

Federal funds sold and other interest earning assets

    74,526       26,968  

Total interest income

    4,547,536       4,257,746  
                 

Interest expense

               

Deposits

    775,531       438,410  

Securities sold under repurchase agreements

    25,299       34,389  

Federal Home Loan Bank advances and other borrowings

    20,553       62,962  

Total interest expense

    821,383       535,761  

Net interest income

    3,726,153       3,721,985  
                 

Provision for loan losses

    13,000       50,000  
                 

Net interest income after provision for loan losses

    3,713,153       3,671,985  
                 

Noninterest income

               

Service charges on deposit accounts

    152,060       161,840  

Mortgage banking income

    32,719       54,193  

Bank owned life insurance income

    40,386       39,905  

Unrealized gain on equity security

    7,845       960  

Gain on sale of SBA loans

    130,015       60,508  

Other fees and commissions

    29,371       22,874  

Total noninterest income

    392,396       340,280  
                 

Noninterest expense

               

Salaries

    1,326,783       1,283,510  

Employee benefits

    381,964       367,454  

Occupancy

    214,420       177,533  

Furniture and equipment

    155,147       161,616  

Other

    676,972       639,177  

Total noninterest expense

    2,755,286       2,629,290  
                 

Income before income taxes

    1,350,263       1,382,975  

Income taxes

    253,976       260,857  

Net income

  $ 1,096,287     $ 1,122,118  
                 

Earnings per share - basic and diluted

  $ 0.65     $ 0.67  

 

 

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

 

4

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

 

Three Months Ended March 31,

 

2019

   

2018

 
                 

Net income

  $ 1,096,287     $ 1,122,118  
                 

Other comprehensive income (loss), net of income taxes:

               
                 

Securities available for sale

               

Net unrealized gain (loss) arising during the period

    412,306       (311,961 )

Income tax expense (benefit)

    113,456       (85,843 )

Total other comprehensive income (loss)

    298,850       (226,118 )
                 

Total comprehensive income

  $ 1,395,137     $ 896,000  

 

 

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

 

5

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

Three months ended March 31, 2019 and 2018

(Unaudited except for year-end amounts)

 

                   

Additional

           

Accumulated other

   

Total

 
   

Common stock

   

paid-in

   

Retained

   

comprehensive

   

stockholders'

 
   

Shares

   

Par value

   

capital

   

earnings

   

income

   

equity

 

Balance, December 31, 2017

    1,667,813     $ 16,678     $ 26,869,796     $ 15,306,625     $ (394,167 )   $ 41,798,932  
                                                 

Net income

    -       -       -       1,122,118       -       1,122,118  

Unrealized loss on securities available for sale net of income tax benefit of $85,843

    -       -       -       -       (226,118 )     (226,118 )

Reclassification due to adoption of ASU No. 2016-01

    -       -       -       (10,416 )     10,416       -  

Common stock issued

    50       1       1,549       -       -       1,550  
                                                 

Balance, March 31, 2018

    1,667,863     $ 16,679     $ 26,871,345     $ 16,418,327     $ (609,869 )   $ 42,696,482  
                                                 
                                                 

Balance, December 31, 2018

    1,682,997     $ 16,830     $ 27,324,794     $ 18,621,382     $ (568,299 )   $ 45,394,707  
                                                 

Net income

    -       -       -       1,096,287       -       1,096,287  

Unrealized gain on securities available for sale net of income tax expense of $113,456

    -       -       -       -       298,850       298,850  

Adjustment due to adoption of ASU No. 2016-02

    -       -       -       (91,447 )     -       (91,447 )
                                                 

Balance, March 31, 2019

    1,682,997     $ 16,830     $ 27,324,794     $ 19,626,222     $ (269,449 )   $ 46,698,397  

 

 

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements

 

6

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

Three Months Ended March 31,

 

2019

   

2018

 
                 

Cash flows from operating activities

               

Interest received

  $ 4,508,539     $ 4,238,900  

Fees and commissions received

    214,151       238,907  

Interest paid

    (782,666 )     (487,695 )

Proceeds from sale of mortgage loans held for sale

    1,488,092       2,567,407  

Origination of mortgage loans held for sale

    (1,331,919 )     (2,539,707 )

Cash paid to suppliers and employees

    (2,865,997 )     (2,609,031 )

Income taxes paid, net of refunds received

    -       -  
      1,230,200       1,408,781  
                 

Cash flows from investing activities

               

Proceeds from maturity and call of securities

               

Available for sale

    1,438,497       1,364,864  

Held to maturity

    200,000       -  

Purchase of securities

               

Available for sale

    (5,062,430 )     -  

Held to maturity

    (132,187 )     -  

Purchase of certificate of deposit

    -       (242,000 )

Loans made to customers, net of principal collected

    4,403,357       (5,234,852 )

Proceeds from sale of SBA loans

    1,483,594       668,508  

Redemption of stock in FHLB of Atlanta

    72,100       84,000  

Purchases of premises, equipment and software

    (33,464 )     (18,677 )
      2,369,467       (3,378,157 )
                 

Cash flows from financing activities

               

Net increase (decrease) in

               

Noninterest-bearing deposits

    (2,285,616 )     (5,217,949 )

Interest-bearing deposits

    12,760,098       19,219,973  

Securities sold under repurchase agreements

    (1,879,205 )     (2,164,199 )

Federal Home Loan Bank of Atlanta advances

    -       (4,500,000 )

Common stock issued

    -       1,550  
      8,595,277       7,339,375  
                 

Net increase in cash and cash equivalents

    12,194,944       5,369,999  
                 

Cash and cash equivalents at beginning of period

    14,618,237       7,237,385  

Cash and cash equivalents at end of period

  $ 26,813,181     $ 12,607,384  

 

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements

 

7

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

Three Months Ended March 31,

 

2019

   

2018

 
                 

Reconciliation of net income to net cash provided by operating activities

               

Net income

  $ 1,096,287     $ 1,122,118  

Adjustments to reconcile net income to net cash provided by operating activities

               

Depreciation and amortization

    90,167       97,862  

Provision for loan losses

    13,000       50,000  

Lease expense in excess of rent paid

    11,083       -  

Equity security dividends reinvested

    (3,045 )     (2,721 )

Unrealized gain on equity security

    (7,845 )     (960 )

Gain on sale of SBA loans

    (130,015 )     (60,508 )

Amortization of premiums and accretion of discounts, net

    19,721       37,045  

Increase (decrease) in

               

Deferred loan fees

    (11,680 )     (9,183 )

Accrued interest payable

    38,717       48,066  

Other liabilities

    (115,566 )     149,648  

Decrease (increase) in

               

Mortgage loans held for sale

    156,173       27,700  

Accrued interest receivable

    (24,271 )     (6,942 )

Bank owned life insurance cash surrender value

    (40,386 )     (39,905 )

Other assets

    137,860       (3,439 )
    $ 1,230,200     $ 1,408,781  

  

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements 

 

8

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

 

1.

Principles of consolidation

 

The consolidated financial statements include the accounts of Farmers and Merchants Bancshares, Inc. and its wholly-owned subsidiaries, Farmers and Merchants Bank (the “Bank”) and Series Protected Cell FCB-4 (the “Insurance Subsidiary”), and one indirect subsidiary, Reliable Community Financial Services, Inc. (collectively the “Company”, “we”, “us”, or “our”). The Insurance Subsidiary constitutes an investment in a series of membership interests, 100% owned by the Company, issued by First Community Bankers Insurance Co., LLC, a Tennessee “series” limited liability company and licensed property and casualty insurance company. Intercompany balances and transactions have been eliminated.

 

 

2.

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been made. Such adjustments were normal and recurring in nature. The results of operations for the three months ended March 31, 2019 do not necessarily reflect the results that may be expected for the entire fiscal year ending December 31, 2019 or any other interim period. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2018, which are included in Farmers and Merchants Bancshares, Inc.’s Annual Report on Form 10-K.

 

Recent Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 841).” Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company adopted the provisions of ASU 2016-02, effective January 1, 2019, by recording an asset of $1,400,855, a liability of $1,527,019, a $91,447 adjustment to retained earnings, and a $34,717 adjustment to deferred income taxes.

 

9

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

2.

Basis of Presentation (continued)

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has engaged a third-party vendor to assist in the implementation of this ASU.

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the disclosure requirements on fair value measurements in ASC Topic 820. The amendments in this update remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 will be effective for us on January 1, 2020, with early adoption permitted, and is not expected to have a material impact on the Company’s financial statements.

 

In August 2018, the FASB issued ASU 2018-14, “Compensation - Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20).” ASU 2018-14 amends and modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The amendments in this update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. ASU 2018-14 will be effective for us on January 1, 2021, with early adoption permitted, and is not expected to have a material impact on the Company’s financial statements.

 

In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU 2018-15 clarifies certain aspects of ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which was issued in April 2015. Specifically, ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 does not affect the accounting for the service element of a hosting arrangement that is a service contract. ASU 2018-15 will be effective for us on January 1, 2020, with early adoption permitted, and is not expected to have a material impact on the Company’s financial statements.

 

10

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

 

3.

Investment Securities

 

Investments in debt securities are summarized as follows:

 

   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 

March 31, 2019

 

cost

   

gains

   

losses

   

value

 
                                 

Available for sale

                               
                                 

State and municipal

  $ 1,130,283     $ 8,235     $ 5,228     $ 1,133,290  

SBA pools

    2,658,758       -       54,648       2,604,110  

Mortgage-backed securities

    27,184,473       102,422       422,524       26,864,371  
    $ 30,973,514     $ 110,657     $ 482,400     $ 30,601,771  
                                 

Held to maturity

                               
                                 

State and municipal

  $ 18,065,993     $ 220,230     $ 50,038     $ 18,236,185  

 

   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 

December 31, 2018

 

cost

   

gains

   

losses

   

value

 
                                 

Available for sale

                               
                                 

State and municipal

  $ 1,506,011     $ 11,161     $ 10,667     $ 1,506,505  

SBA pools

    2,779,411       -       60,039       2,719,372  

Mortgage-backed securities

    23,090,618       33,594       758,098       22,366,114  
    $ 27,376,040     $ 44,755     $ 828,804     $ 26,591,991  
                                 

Held to maturity

                               
                                 

State and municipal

  $ 18,127,067     $ 115,220     $ 209,194     $ 18,033,093  

 

11

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

3.

Investment Securities (continued)

 

Contractual maturities, shown below, will differ from actual maturities because borrowers and issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   

Available for Sale

   

Held to Maturity

 
   

Amortized

   

Fair

   

Amortized

   

Fair

 

March 31, 2019

 

cost

   

value

   

cost

   

value

 
                                 

Within one year

  $ -     $ -     $ 804,270     $ 805,908  

Over one to five years

    259,981       254,753       589,690       597,571  

Over five to ten years

    870,302       878,537       1,859,628       1,900,827  

Over ten years

    -       -       14,812,405       14,931,879  
      1,130,283       1,133,290       18,065,993       18,236,185  

Mortgage-backed securities and SBA pools, due in monthly installments

    29,843,231       29,468,481       -       -  
    $ 30,973,514     $ 30,601,771     $ 18,065,993     $ 18,236,185  
                                 

December 31, 2018

                               
                                 

Within one year

  $ 375,000     $ 375,653     $ 1,009,284     $ 1,011,165  

Over one to five years

    260,587       249,920       590,522       598,528  

Over five to ten years

    870,424       880,932       1,858,695       1,876,364  

Over ten years

    -       -       14,668,566       14,547,036  
      1,506,011       1,506,505       18,127,067       18,033,093  

Mortgage-backed securities and SBA pools, due in monthly installments

    25,870,029       25,085,486       -       -  
    $ 27,376,040     $ 26,591,991     $ 18,127,067     $ 18,033,093  

 

 

Securities with a carrying value of $9,657,069 and $11,706,765 as of March 31, 2019 and December 31, 2018, respectively, were pledged as collateral for Federal Home Loan Bank advances, government deposits and securities sold under repurchase agreements.

 

12

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

3.

Investment Securities (continued)

 

The following table sets forth the Company’s gross unrealized losses on a continuous basis for investments in debt securities, by category and length of time, at March 31, 2019 and December 31, 2018.

 

 

March 31, 2019

 

Less than 12 months

   

12 months or more

   

Total

 

Description of investments

 

Fair Value

   

Unrealized

Loss

   

Fair Value

   

Unrealized

Loss

   

Fair Value

   

Unrealized

Loss

 
                                                 

State and municipal

  $ -     $ -     $ 3,092,607     $ 55,266     $ 3,092,607     $ 55,266  

SBA pools

    -       -       2,604,110       54,648       2,604,110       54,648  

Mortgage-backed securities

    -       -       17,414,593       422,524       17,414,593       422,524  

Total

  $ -     $ -     $ 23,111,310     $ 532,438     $ 23,111,310     $ 532,438  

 

December 31, 2018

 

Less than 12 months

   

12 months or more

   

Total

 
           

Unrealized

           

Unrealized

           

Unrealized

 

Description of investments

 

Fair value

   

losses

   

Fair value

   

losses

   

Fair value

   

losses

 
                                                 

State and municipal

  $ 3,435,052     $ 42,080     $ 3,740,467     $ 177,781     $ 7,175,519     $ 219,861  

SBA pools

    443,288       6,707       2,276,084       53,332       2,719,372       60,039  

Mortgage-backed securities

    596,002       6,631       17,770,790       751,467       18,366,792       758,098  

Total

  $ 4,474,342     $ 55,418     $ 23,787,341     $ 982,580     $ 28,261,683     $ 1,037,998  

 

 

Management has the ability and intent to hold securities classified as held to maturity until they mature, at which time the Company should receive full value for the securities. As of March 31, 2019 and December 31, 2018, management did not have the intent to sell any of the securities before a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased as well as other market conditions for each particular security based upon the structure and remaining principal balance. The fair values of the investment securities are expected to recover as the securities approach their maturity dates or repricing dates or if market yields for such investments decline. Based on the these factors, as of March 31, 2019 and December 31, 2018, management believes the unrealized losses detailed in the table above are temporary and, accordingly, none of these unrealized losses have been recognized in the Company’s consolidated statement of income.

 

13

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

 

4.

Loans

 

Major categories of loans are as follows:

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 
                 

Real estate:

               

Commercial

  $ 236,794,302     $ 238,834,149  

Construction and land development

    15,914,131       18,265,505  

Residential

    63,019,749       63,024,106  

Commercial

    22,095,306       23,323,073  

Consumer

    367,293       494,009  
      338,190,781       343,940,842  

Less: Allowance for loan losses

    2,529,209       2,509,334  

Deferred origination fees net of costs

    519,193       530,873  
    $ 335,142,379     $ 340,900,635  

 

Non-accrual loans, segregated by class of loans, were as follows:

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 
                 

Commercial real estate

  $ 988,811     $ 988,811  

 

At March 31, 2019, the Company had two nonaccrual commercial real estate loans to the same borrower totaling $988,811. The loans were secured by real estate and business assets and were personally guaranteed. Gross interest income of $31,733 would have been recorded during the three months ended March 31, 2019 if these nonaccrual loans had been current and performing in accordance with the original terms. The Company allocated $0 of its allowance for loan losses to these nonaccrual loans. The balance of the nonaccrual loans was net of charge-offs of $690,000 at March 31, 2019.

 

At December 31, 2018, the Company had two nonaccrual commercial real estate loans to the same borrower totaling $988,811. The loans were secured by real estate and business assets and were personally guaranteed. Gross interest income of $115,168 would have been recorded during the year ended December 31, 2018 if these nonaccrual loans had been current and performing in accordance with the original terms. The Company allocated $0 of its allowance for loan losses to these nonaccrual loans. The balance of the nonaccrual loans was net of charge-offs of $690,000 at December 31, 2018.

 

14

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

4.

Loans (continued)

 

An age analysis of past due loans, segregated by type of loan, is as follows:

 

                   

90 Days

                           

Past Due 90

 
   

30 - 59 Days

   

60 - 89 Days

   

or More

   

Total

           

Total

   

Days or More

 
   

Past Due

   

Past Due

   

Past Due

   

Past Due

   

Current

   

Loans

   

and Accruing

 

March 31, 2019

                                                       

Real estate:

                                                       

Commercial

  $ -     $ -     $ 988,811     $ 988,811     $ 235,805,491     $ 236,794,302     $ -  

Construction and land development

    -       -       -       -       15,914,131       15,914,131       -  

Residential

    274,110       -       -       274,110       62,745,639       63,019,749       -  

Commercial

    -       -       -       -       22,095,306       22,095,306       -  

Consumer

    -       -       -       -       367,293       367,293       -  

Total

  $ 274,110     $ -     $ 988,811     $ 1,262,921     $ 336,927,860     $ 338,190,781     $ -  
                                                         

December 31, 2018

                                                       

Real estate:

                                                       

Commercial

  $ -     $ -     $ 988,811     $ 988,811     $ 237,845,338     $ 238,834,149     $ -  

Construction and land development

    -       -       -       -       18,265,505       18,265,505       -  

Residential

    -       -       10,507       10,507       63,013,599       63,024,106       10,507  

Commercial

    -       25,000       -       25,000       23,298,073       23,323,073       -  

Consumer

    -       -       -       -       494,009       494,009       -  

Total

  $ -     $ 25,000     $ 999,318     $ 1,024,318     $ 342,916,524     $ 343,940,842     $ 10,507  

 

Impaired loans, segregated by class of loans with average recorded investment and interest recognized for the three months ended March 31, 2019 and the year ended December 31, 2018, are set forth in the following table:

 

    Unpaid     Recorded     Recorded                              
   

Contractual

   

Investment

   

Investment

   

Total

           

Average

         
   

Principal

   

With No

   

With

   

Recorded

   

Related

   

Recorded

   

Interest

 
   

Balance

   

Allowance

   

Allowance

   

Investment

   

Allowance

   

Investment

   

Recognized

 

March 31, 2019

                                                       

Real estate:

                                                       

Commercial real estate

  $ 3,800,855     $ 3,110,855     $ -     $ 3,110,855     $ -     $ 3,144,118     $ 26,589  

Residential real estate

    52,938       52,938       -       52,938       -       26,469       724  
    $ 3,853,793     $ 3,163,793     $ -     $ 3,163,793     $ -     $ 3,170,587     $ 27,313  
                                                         

December 31, 2018

                                                       

Commercial real estate

  $ 3,867,381     $ 3,177,381     $ -     $ 3,177,381     $ -     $ 4,180,282     $ 120,193  

 

Impaired loans also include certain loans that have been modified in troubled debt restructurings (“TDRs”) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

 

15

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

4.

Loans (continued)

 

At March 31, 2019, the Company had one commercial real estate loan totaling $2,122,044 and one residential real estate loan totaling $52,938 that were classified as TDRs. All are included in impaired loans above. Each loan is paying as agreed. There have been no charge-offs or allowances associated with these two loans.

 

At December 31, 2018, the Company had one commercial real estate loan totaling $2,134,570 and one residential real estate loan totaling $54,000 that were classified as TDRs. The $54,000 loan was restructured as a TDR during 2018. All are included in impaired loans above. Each loan is paying as agreed. There have been no charge-offs or allowances associated with these two loans.

 

As part of our portfolio risk management, the Company assigns a risk grade to each loan. The factors used to determine the grade are the payment history of the loan and the borrower, the value of the collateral and net worth of the guarantor, and cash flow projections of the borrower. Excellent, Above Average, Average and Acceptable grades are assigned to loans with limited or no delinquent payments and more than sufficient collateral and/or cash flow.

 

A description of the general characteristics of loans characterized as watch list or classified is as follows:

 

Pass/Watch

Loans graded as Pass/Watch are secured by generally acceptable assets which reflect above-average risk. The loans warrant closer scrutiny by management than is routine, due to circumstances affecting the borrower, the borrower’s industry, or the overall economic environment. Borrowers may reflect weaknesses such as inconsistent or weak earnings, break even or moderately deficit cash flow, thin liquidity, minimal capacity to increase leverage, or volatile market fundamentals or other industry risks. Such loans are typically secured by acceptable collateral, at or near appropriate margins, with realizable liquidation values.

 

Special Mention

A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

 

Borrowers may exhibit poor liquidity and leverage positions resulting from generally negative cash flow or negative trends in earnings. Access to alternative financing may be limited to finance companies for business borrowers and may be unavailable for commercial real estate borrowers.

 

Substandard

A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

Borrowers may exhibit recent or unexpected unprofitable operations, an inadequate debt service coverage ratio, or marginal liquidity and capitalization. These loans require more intense supervision by Company management.

 

16

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

4.

Loans (continued)

 

Doubtful

A doubtful loan has all the weaknesses inherent as a substandard loan with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Loans by credit grade, segregated by loan type, are as follows:

 

           

Above

                   

Pass

   

Special

                         

March 31, 2019

 

Excellent

   

average

   

Average

   

Acceptable

   

watch

   

mention

   

Substandard

   

Doubtful

   

Total

 
                                                                         

Real estate:

                                                                       

Commercial

  $ -     $ 3,491,312     $ 97,290,160     $ 104,534,189     $ 22,775,714     $ -     $ 8,702,927     $ -     $ 236,794,302  

Construction and land development

    -       -       5,865,774       7,733,236       2,315,121       -       -       -       15,914,131  

Residential

    20,490       1,416,824       24,815,266       28,517,090       5,653,182       -       2,596,897       -       63,019,749  

Commercial

    912,227       22,200       9,998,931       8,135,261       3,026,687       -       -       -       22,095,306  

Consumer

    12,944       108,534       159,671       60,543       -       -       5,188       20,413       367,293  
    $ 945,661     $ 5,038,870     $ 138,129,802     $ 148,980,319     $ 33,770,704     $ -     $ 11,305,012     $ 20,413     $ 338,190,781  

 

           

Above

                   

Pass

   

Special

                         

December 31, 2018

 

Excellent

   

average

   

Average

   

Acceptable

   

watch

   

mention

   

Substandard

   

Doubtful

   

Total

 
                                                                         

Real estate:

                                                                       

Commercial

  $ -     $ 3,632,231     $ 101,633,803     $ 104,454,812     $ 20,356,642     $ -     $ 8,756,661     $ -     $ 238,834,149  

Construction and land development

    -       -       8,190,212       7,871,642       2,203,651       -       -       -       18,265,505  

Residential

    35,926       1,178,899       26,856,131       30,169,305       2,093,825       -       2,690,020       -       63,024,106  

Commercial

    977,054       24,180       12,373,503       7,130,122       2,818,214       -       -       -       23,323,073  

Consumer

    3,668       80,670       266,704       63,160       -       -       1,340       78,467       494,009  
    $ 1,016,648     $ 4,915,980     $ 149,320,353     $ 149,689,041     $ 27,472,332     $ -     $ 11,448,021     $ 78,467     $ 343,940,842  

 

The Company’s allowance for loan losses is based on management’s evaluation of the risks inherent in the Company’s loan portfolio and the general economy. The allowance for loan losses is maintained at the amount management considers adequate to cover estimated losses in loans receivable that are deemed probable based on information currently known to management. The allowance is based upon a number of factors, including current economic conditions, actual loss experience by pools of similar loans, diversification and size of the portfolio, adequacy of the collateral, the amount of non-performing loans and industry trends. In addition, various regulatory agencies, as an integral part of their examination processes, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to make additional provisions for estimated loan losses based upon judgments different from those of management.

 

17

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

4.

Loans (Continued)

 

The following table details activity in the allowance for loan losses by portfolio for the three months ended March 31, 2019 and 2018, and the year ended December 31, 2018. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

                                           

Allowance for loan losses

   

Outstanding loan

 
           

Provision

                           

ending balance evaluated

   

balances evaluated

 
   

Beginning

   

for loan

   

Charge

           

Ending

   

for impairment:

   

for impairment:

 

March 31, 2019

 

balance

   

losses

   

offs

   

Recoveries

   

balance

   

Individually

   

Collectively

   

Individually

   

Collectively

 
                                                                         

Real estate:

                                                                       

Commercial

  $ 1,754,372     $ 3,524     $ -     $ 1,000     $ 1,758,896     $ -     $ 1,758,896     $ 3,163,793     $ 233,630,509  

Construction and land development

    196,374       (29,317 )     -       3,375       170,432       -       170,432       -       15,914,131  

Residential

    401,626       32,059       -       -       433,685       -       433,685       -       63,019,749  

Commercial

    102,610       (3,482 )     -       2,500       101,628       -       101,628       -       22,095,306  

Consumer

    10,428       (5,569 )     -       -       4,859       -       4,859       -       367,293  

Unallocated

    43,924       15,785       -       -       59,709       -       59,709       -       -  
    $ 2,509,334     $ 13,000     $ -     $ 6,875     $ 2,529,209     $ -     $ 2,529,209     $ 3,163,793     $ 335,026,988  

 

                                           

Allowance for loan losses

   

Outstanding loan

 
           

Provision

                           

ending balance evaluated

   

balances evaluated

 
   

Beginning

   

for loan

   

Charge

           

Ending

   

for impairment:

   

for impairment:

 

March 31, 2018

 

balance

   

losses

   

offs

   

Recoveries

   

balance

   

Individually

   

Collectively

   

Individually

   

Collectively

 
                                                                         

Real estate:

                                                                       

Commercial

  $ 1,867,397     $ 62,323     $ -     $ 2,000     $ 1,931,720     $ 28,577     $ 1,903,143     $ 4,396,741     $ 232,971,398  

Construction and land development

    223,274       16,225       (10,622 )     -       228,877       -       228,877       -       19,247,095  

Residential

    247,953       (722 )     -       -       247,231       -       247,231       -       59,083,653  

Commercial

    87,353       (2,648 )     -       1,666       86,371       -       86,371       -       23,996,157  

Consumer

    7,027       729       -       -       7,756       -       7,756       -       520,768  

Unallocated

    25,907       (25,907 )     -       -       -       -       -       -       -  
    $ 2,458,911     $ 50,000     $ (10,622 )   $ 3,666     $ 2,501,955     $ 28,577     $ 2,473,378     $ 4,396,741     $ 335,819,071  

 

                                           

Allowance for loan losses

   

Outstanding loan

 
           

Provision

                           

ending balance evaluated

   

balances evaluated

 
   

Beginning

   

for loan

   

Charge

           

Ending

   

for impairment:

   

for impairment:

 

December 31, 2018

 

balance

   

losses

   

offs

   

Recoveries

   

balance

   

Individually

   

Collectively

   

Individually

   

Collectively

 
                                                                         

Real estate:

                                                                       

Commercial

  $ 1,867,397     $ 372,315     $ (690,000 )   $ 204,660     $ 1,754,372     $ -     $ 1,754,372     $ 3,177,381     $ 235,656,768  

Construction and land development

    223,274       (78,496 )     (12,115 )     63,711       196,374       -       196,374       -       18,265,505  

Residential

    247,953       153,673       -       -       401,626       -       401,626       -       63,024,106  

Commercial

    87,353       6,090       -       9,167       102,610       -       102,610       -       23,323,073  

Consumer

    7,027       3,401       -       -       10,428       -       10,428       -       494,009  

Unallocated

    25,907       18,017       -       -       43,924       -       43,924       -       -  
    $ 2,458,911     $ 475,000     $ (702,115 )   $ 277,538     $ 2,509,334     $ -     $ 2,509,334     $ 3,177,381     $ 340,763,461  

 

18

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

 

5.

Lease Commitments

 

The Company and its subsidiaries are obligated under operating lease for certain office premises.

 

The following table shows operating lease right of use assets and operating lease liabilities as of March 31, 2019:

 

 

Consolidated Balance

       
 

Sheet classification

 

March 31, 2019

 

Operating lease right of use asset

Other assets

  $ 1,366,490  

Operating lease liabilities

Other liabilities

  $ 1,503,737  

 

Operating lease cost included in occupancy expense in the statement of income for the three months ended March 31, 2019 was $47,807.

 

Future minimum payments under the agreements, including those option years for which the Company is reasonably certain to renew, are as follows:

 

Year

   

Amount

 
         

2019

  $ 103,387  

2020

    141,680  

2021

    146,120  

2022

    150,707  

2023

    155,447  

Thereafter

    911,769  

Total lease payments

    1,609,110  

Less imputed interest

    (105,373 )

Present value of operating lease liabilities

  $ 1,503,737  

 

 

For operating leases as of March 31, 2019, the weighted average remaining lease term is 10.1 years and the weighted average discount rate is 3.35%. During the three months ended March 31, 2019, cash paid for amounts included in the measurement of lease liabilities was $36,724

 

 

6.

Capital Standards

 

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional, discretionary actions by the regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

The Basel III Capital Rules became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital, and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

 

19

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

6.

Capital Standards (continued)

 

In connection with the adoption of the Basel III Capital Rules, the Bank elected to opt-out of the requirement to include accumulated other comprehensive income in Common Equity Tier 1 capital. Common Equity Tier 1 capital for the Bank is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions.

 

Under the revised prompt corrective action requirements, as of January 1, 2015, insured depository institutions are required to meet the following in order to qualify as “well capitalized”: (i) a common equity Tier 1 risk-based capital ratio of 6.5%; (ii) a Tier 1 risk-based capital ratio of 8%; (iii) a total risk-based capital ratio of 10%; and (iv) a Tier 1 leverage ratio of 5%. As of March 31, 2019, the Bank met all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis.

 

The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and was phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019). The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have current applicability to the Bank. As of March 31, 2019, the Bank met all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis.

 

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

 

The table below presents actual and required capital ratios as of March 31, 2019 and December 31, 2018, for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of March 31, 2019 and December 31, 2018 based on the phase-in provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

 

20

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

6.

Capital Standards (continued)

 

Capital ratios of the Company are substantially the same as the Bank’s.

 

                   

Minimum

                 
                   

Capital Adequacy

   

To Be Well

 

(Dollars in thousands)

 

Actual

   

Phase-In Schedule

   

Capitalized

 

March 31, 2019

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 
                                                 

Total capital (to risk-weighted assets)

  $ 48,615       13.79 %   $ 37,022       10.50 %   $ 35,259       10.00 %

Tier 1 capital (to risk-weighted assets)

    46,086       13.07 %     29,970       8.50 %     28,207       8.00 %

Common equity tier 1 (to risk- weighted assets)

    46,086       13.07 %     24,681       7.00 %     22,918       6.50 %

Tier 1 leverage (to average assets)

    46,086       10.97 %     16,812       4.00 %     21,015       5.00 %

 

                   

Minimum

                 
                   

Capital Adequacy

   

To Be Well

 

(Dollars in thousands)

 

Actual

   

Phase-In Schedule

   

Capitalized

 

December 31, 2018

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 
                                                 

Total capital (to risk-weighted assets)

  $ 47,857       13.50 %   $ 34,996       9.88 %   $ 35,439       10.00 %

Tier 1 capital (to risk-weighted assets)

    45,348       12.80 %     27,908       7.88 %     28,351       8.00 %

Common equity tier 1 (to risk- weighted assets)

    45,348       12.80 %     22,593       6.38 %     23,036       6.50 %

Tier 1 leverage (to average assets)

    45,348       10.86 %     16,698       4.00 %     20,872       5.00 %

 

As of March 31, 2019, the most recent notification from the Federal Deposit Insurance Corporation (the “FDIC”), the Bank’s primary federal regulator, has categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain ratios as set forth in the table. There have been no conditions or events since that notification that management believes have changed the Bank’s category.

 

The FDIC, through formal or informal agreement, has the authority to require an institution to maintain higher capital ratios than those provided by statute, to be categorized as well capitalized under the regulatory framework for prompt corrective action.

 

 

7.

Fair Value

 

Accounting standards define fair value as the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants. The price in the principal market used to measure the fair value of the asset or liability is not adjusted for transaction costs. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

 

The standards require the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

 

21

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

7.

Fair Value (continued)

 

Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. The standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 

The fair value hierarchy is as follows:

 

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

 

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

 

 

Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The Company uses the following methods and significant assumptions to estimate the fair values of the following assets:

 

 

Securities available for sale: The fair values of securities available for sale are determined by obtaining quoted prices from a nationally recognized securities pricing agent. If quoted market prices are not available, fair value is determined using quoted market prices for similar securities.

 

 

Equity security at fair value: The Company’s investment in an equity mutual fund is valued based on the net asset value of the fund, which is classified as Level 1.

 

 

Other real estate owned (“OREO”): Nonrecurring fair value adjustments to OREO reflect full or partial write-downs that are based on the OREO’s observable market price or current appraised value of the real estate. Since the market for OREO is not active, OREO subjected to nonrecurring fair value adjustments based on the current appraised value of the real estate are classified as Level 3. The appraised value is obtained annually from an independent third party appraiser and is reduced by expected sales costs, which has historically been 10% of the appraised value.

 

 

Impaired loans: Nonrecurring fair value adjustments to impaired loans reflect full or partial write-downs and reserves that are based on the impaired loan’s observable market price or current appraised value of the collateral. Since the market for impaired loans is not active, such loans subjected to nonrecurring fair value adjustments based on the current appraised value of the collateral are classified as Level 3. The appraised value is obtained annually from an independent third party appraiser and is reduced by expected sales costs, which has historically been 10% of the appraised value.

 

22

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

7.

Fair Value (continued)

 

The following table summarizes financial assets measured at fair value on a recurring and nonrecurring basis as of March 31, 2019 and December 31, 2018, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

   

Carrying Value:

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

March 31, 2019

                               

Recurring

                               

Available for sale securities

                               

State and municipal

  $ -     $ 1,133,290     $ -     $ 1,133,290  

SBA pools

    -       2,604,110       -       2,604,110  

Mortgage-backed securities

    -       26,864,371       -       26,864,371  
    $ -     $ 30,601,771     $ -     $ 30,601,771  
                                 

Equity security at fair value

                               

Mutual fund

  $ 514,717     $ -     $ -     $ 514,717  
                                 

Nonrecurring

                               

Other real estate owned

  $ -     $ -     $ 210,150     $ 210,150  

Impaired loans

    -       -       3,163,793       3,163,793  
                                 

December 31, 2018

                               

Recurring

                               

Available for sale securities

                               

State and municipal

  $ -     $ 1,506,505     $ -     $ 1,506,505  

SBA pools

    -       2,719,372       -       2,719,372  

Mortgage-backed securities

    -       22,366,114       -       22,366,114  
    $ -     $ 26,591,991     $ -     $ 26,591,991  
                                 

Equity security at fair value

                               

Mutual fund

  $ 503,827     $ -     $ -     $ 503,827  
                                 

Nonrecurring

                               

Other real estate owned

  $ -     $ -     $ 210,150     $ 210,150  

Impaired loans

    -       -       3,177,381       3,177,381  

 

23

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

7.

Fair Value (continued)

 

The estimated fair value of financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of the valuation inputs were as follows:

 

   

March 31, 2019

   

December 31, 2018

 
   

Carrying

   

Estimated

   

Carrying

   

Estimated

 
   

Amount

   

Fair Value

   

Amount

   

Fair Value

 

Financial assets

                               

Level 2 inputs

                               

Securities held to maturity

  $ 18,065,993     $ 18,236,185     $ 18,127,067     $ 18,033,093  

Mortgage loans held for sale

    417,465       426,075       573,638       582,248  

Federal Home Loan Bank stock

    503,700       503,700       575,800       575,800  

Level 3 inputs

                               

Loans, net

    335,142,379       331,705,398       340,900,635       337,385,842  
                                 

Financial liabilities

                               

Level 1 inputs

                               

Noninterest-bearing deposits

  $ 60,431,904     $ 60,431,904     $ 62,717,520     $ 62,717,520  

Securities sold under repurchase agreements

    9,132,795       9,132,795       11,012,000       11,012,000  

Level 2 inputs

                               

Interest-bearing deposits

    304,755,581       297,345,581       291,995,483       281,761,483  

Federal Home Loan Bank advances

    3,000,000       2,983,000       3,000,000       2,971,000  

 

 

The fair value of mortgage loans held for sale is determined by the expected sales price. The fair value of loans were determined using an exit price methodology as prescribed by ASU 2016-01. The exit price estimation of fair value is based on the present value of the expected cash flows. The projected cash flows are based on the contractual terms of the loans, adjusted for prepayments and use of a discount rate based on the relative risk of the cash flows, taking into account the loan type, maturity of the loan, liquidity risk, servicing costs, and a required return on debt and capital (Level 3). In addition, an incremental liquidity discount is applied to certain loans, using historical sales of loans during periods of similar economic conditions as a benchmark. 

 

The fair values of interest-bearing checking, savings, and money market deposit accounts are equal to their carrying amounts. The fair values of fixed-maturity time deposits are estimated based on interest rates currently offered for deposits of similar remaining maturities.

 

The fair value of credit commitments are considered to be the same as the contractual amounts, and are not included in the table above. These commitments generate fees that approximate those currently charged to originate similar commitments.

 

24

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries 

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

 

8.

Earnings per Share

 

Basic earnings per share is determined by dividing net income available to stockholders by the weighted-average number of shares of common stock outstanding during the period and does not include the effect of any potentially dilutive common stock equivalents, giving retroactive effect to stock dividends declared during the period. Diluted earnings per share is determined in the same manner, except that the weighted-average number of shares of common stock outstanding is adjusted for the dilutive effect of outstanding common stock equivalents. The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended March 31, 2019 and 2018. There were no common stock equivalents outstanding at March 31, 2019 or 2018.

 

   

Three Months

Ended

   

Three Months

Ended

 
   

March 31,

2019

   

March 31,

2018

 
                 

Net income

  $ 1,096,287     $ 1,122,118  
                 

Weighted average shares outstanding

    1,682,997       1,667,833  
                 

Earnings per share - basic and diluted

  $ 0.65     $ 0.67  

 

 

9.

Retirement Plans

 

The Company has a profit sharing plan qualifying under Section 401(k) of the Internal Revenue Code. All employees age 21 or more with six months of service are eligible for participation in the plan. The Company matches employee contributions up to 4% of total compensation and may make additional discretionary contributions. Employee and employer contributions are 100% vested when made. The Company’s contributions to this plan were $61,817 and $48,654 for the three months ended March 31, 2019 and 2018, respectively.

 

The Company has entered into agreements with 12 employees to provide certain life insurance benefits payable in connection with policies of life insurance on those employees that are owned by the Company. Each of the agreements provides for the amount of death insurance benefits to be paid to beneficiaries of the insured. For this plan, the Company expensed $1,468 and $1,418 for the three months ended March 31, 2019 and 2018, respectively.

 

The Company adopted supplemental executive retirement plans for three of its executives. The plans provide cash compensation to the executive officers under certain circumstances, including a separation of service. The benefits vest over the period from adoption to a specified age for each executive. The Company recorded expenses, including interest, of $30,600 and $60,000 for the three months ended March 31, 2019 and 2018, respectively, for these plans.

 

Retirement plan expenses are included in employee benefits on the consolidated statements of income.

 

 

10.

Subsequent Events

 

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the consolidated financial statements were issued. No significant subsequent events were identified which would affect the presentation of the financial statements.

 

25

 
 

 

 

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

 

Introduction

 

The following discussion and analysis is intended as a review of material changes in and significant factors affecting the financial condition and results of operations of Farmers and Merchants Bancshares, Inc. and its consolidated subsidiaries for the periods indicated. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained in Item 1 of Part I of this report, and with the audited consolidated financial statements and other statistical information contained in the Annual Report of Farmers and Merchants Bancshares, Inc. on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”). References in this report to “us”, “we”, “our”, and “the Company” are to Farmers and Merchants Bancshares, Inc. and, unless the context clearly suggests otherwise, its consolidated subsidiaries.

 

Forward-Looking Statements

 

This report may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of “forward-looking statements.” Statements that are not historical in nature, including those that include the words “intend”, “believe”, “estimate”, “predict”, “potential”, or “continue” or the negative of those words and other comparable words, are based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, and they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report; general economic, market, or business conditions; changes in interest rates, deposit flow, the cost of funds, and demand for loan products and financial services; changes in our competitive position or competitive actions by other companies; changes in the quality or composition of our loan and investment portfolios; our ability to manage growth; changes in laws or regulations or policies of federal and state regulators and agencies; and other circumstances beyond our control. Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on our business or operations. These and other risks are discussed in detail in the registration statements and periodic reports that Farmers and Merchants Bancshares, Inc. files with the Securities and Exchange Commission (the “SEC”) (see Item 1A of Part II of this report for further information). Except as required by applicable laws, we do not intend to publish updates or revisions of any forward-looking statements we make to reflect new information, future events or otherwise.

 

Farmers and Merchants Bancshares, Inc.

 

Farmers and Merchants Bancshares, Inc. is a Maryland corporation and a financial holding company registered with the Board of Governors of the Federal Reserve System (the “FRB”) under the Bank Holding Company Act of 1956, as amended. The Company was incorporated on August 8, 2016 for the purpose of becoming the holding company of Farmers and Merchants Bank (the “Bank”) in a share exchange transaction that was intended to constitute a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Reorganization”). The Reorganization was consummated on November 1, 2016, at which time the Bank became a wholly-owned subsidiary of the Company and all of the Bank’s stockholders became stockholders of the Company by virtue of the conversion of their shares of common stock of the Bank into an equal number of shares of common stock of the Company.

 

The Company’s primary business activities are serving as the parent company of the Bank and holding a series investment in First Community Bankers Insurance Co., LLC, a Tennessee “series” limited liability company and licensed protected cell captive insurance company (“FCBI”). The Company owns 100% of one series of membership interests issued by FCBI, which series is deemed a “protected cell” under Tennessee law and has been designated “Series Protected Cell FCB-4” (such series investment is hereinafter referred to as the “Insurance Subsidiary”).

 

26

 

 

The Bank is a Maryland commercial bank chartered on October 24, 1919 that is engaged in a general commercial and retail banking business. The Bank has had one inactive subsidiary, Reliable Community Financial Services, Inc., a Maryland corporation that was incorporated in April 1992 to facilitate the sale of fixed rate annuity products and later positioned to sell a full array of investment and insurance products.

 

The Insurance Subsidiary represents one protected cell of a protected cell captive insurance company (FCBI) that was formed on November 9, 2016 to better manage our risk programs, provide insurance efficiencies, and add operating income by both keeping insurance premiums paid with respect to such risks within our affiliated group of entities and realizing certain tax benefits that are unique to captive insurance companies. The Company’s investment in the Insurance Subsidiary represents one series of membership interests in FCBI. As a “series” limited liability company, FCBI is authorized by state law and its governing instruments to issue one or more series of membership interests, each of which, for all purposes under state law, is deemed to be a legal entity separate and apart from FCBI and its other series.

 

The Company maintains an Internet site at www.fmb1919.com on which it makes available, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC.

 

Estimates and Critical Accounting Policies

 

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. (See Note 1 of the Notes to the audited consolidated financial statements as of and for the year ended December 31, 2018, which were included in Item 8 of Part II of the Form 10-K. On an on-going basis, management evaluates estimates, including those related to loan losses and intangible assets, other-than-temporary impairment (“OTTI”) of investment securities, income taxes, and fair value of investments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

 

The allowance for loan losses represents management’s estimate of probable loan losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the balance sheet.

 

Management does not believe that any material changes in our critical accounting policies have occurred since December 31, 2018.

 

27

 

 

Financial Condition

 

Total assets increased by $11,325,855 or 2.7% during the first quarter of 2019 to $428,483,732 at March 31, 2019 from $417,157,877 at December 31, 2018. The increase in total assets was due primarily to increases of $12,194,944 in cash and cash equivalents and $4,009,780 in securities available for sale, offset by a decrease of $5,758,256 in loans.

 

Total liabilities increased $10,022,165 or 2.7% during the first quarter of 2019 to $381,785,335 at March 31, 2019 from $371,763,170 at December 31, 2018. The increase was due primarily to increases of $10,474,482 in deposits and $1,388,171 in other liabilities, offset by a reduction of $1,879,205 in securities sold under repurchase agreements.

 

Stockholders’ equity increased by $1,303,690 during the first quarter of 2019 to $46,698,397 at March 31, 2019 from $45,394,707 at December 31, 2018. The increase was due primarily to net income for the period of $1,096,287 and an increase of $298,850 in accumulated other comprehensive income.

 

Loans

 

Major categories of loans at March 31, 2019 and December 31, 2018 are as follows:

 

   

March 31,

           

December 31,

         
   

2019

           

2018

         
                                 

Real estate:

                               

Commercial

  $ 236,794,302       70 %   $ 238,834,149       70 %

Construction/Land development

    15,914,131       5 %     18,265,505       5 %

Residential

    63,019,749       19 %     63,024,106       18 %

Commercial

    22,095,306       6 %     23,323,073       7 %

Consumer

    367,293       0 %     494,009       0 %
      338,190,781       100 %     343,940,842       100 %

Less: Allowance for loan losses

    2,529,209               2,509,334          

Deferred origination fees net of costs

    519,193               530,873          
    $ 335,142,379             $ 340,900,635          

 

Loans decreased by $5,738,256 or 1.7% to $335,142,379 at March 31, 2019 from $340,900,635 at December 31, 2018. The decline was due primarily to a $2,039,847 decrease in commercial real estate loans, a $2,351,374 decrease in construction/land development loans, and a $1,227,767 decrease in commercial loans. The allowance for loan losses increased $19,875 to $2,529,209 at March 31, 2019 when compared to the $2,509,334 recorded at December 31, 2018.

 

The Company has adopted policies and procedures that seek to mitigate credit risk and to maintain the quality of the loan portfolio. These policies include underwriting standards for new credits as well as the continuous monitoring and reporting of asset quality and the adequacy of the allowance for loan losses. These policies, coupled with continuous training efforts, have provided effective checks and balances for the risk associated with the lending process. Lending authority is based on the level of risk, size of the loan, and the experience of the lending officer. The Company’s policy is to make the majority of its loan commitments in the market area it serves. Management believes that this tends to reduce risk because management is familiar with the credit histories of loan applicants and has in-depth knowledge of the risk to which a given credit is subject. Although the loan portfolio is diversified, its performance will be influenced by the economy of the region.

 

28

 

 

An age analysis of past due loans, segregated by class of loans, as of March 31, 2019 and December 31, 2018, is as follows:

 

                   

90 Days

                           

Past Due 90

 
   

30 - 59 Days

   

60 - 89 Days

   

or more

   

Total

           

Total

   

Days or More

 
   

Past Due

   

Past Due

   

Past Due

   

Past Due

   

Current

   

Loans

   

and Accruing

 

March 31, 2019

                                                       

Real estate:

                                                       

Commerical

  $ -     $ -     $ 988,811     $ 988,811     $ 235,805,491     $ 236,794,302     $ -  

Construction/Land development

    -       -       -       -       15,914,131       15,914,131       -  

Residential

    274,110       -       -       274,110       62,745,639       63,019,749          

Commercial

    -       -       -       -       22,095,306       22,095,306       -  

Consumer

    -       -       -       -       367,293       367,293       -  
                                                         

Total

  $ 274,110     $ -     $ 988,811     $ 1,262,921     $ 336,927,860     $ 338,190,781     $ -  

 

                   

90 Days

                           

Past Due 90

 
   

30 - 59 Days

   

60 - 89 Days

   

or more

   

Total

           

Total

   

Days or More

 
   

Past Due

   

Past Due

   

Past Due

   

Past Due

   

Current

   

Loans

   

and Accruing

 

December 31, 2018

                                                       

Real estate:

                                                       

Commerical

  $ -     $ -     $ 988,811     $ 988,811     $ 237,845,338     $ 238,834,149     $ -  

Construction/Land development

    -       -       -       -       18,265,505       18,265,505       -  

Residential

    -       -       10,507       10,507       63,013,599       63,024,106       10,507  

Commercial

    -       25,000       -       25,000       23,298,073       23,323,073       -  

Consumer

    -       -       -       -       494,009       494,009       -  
                                                         

Total

  $ -     $ 25,000     $ 999,318     $ 1,024,318     $ 342,916,524     $ 343,940,842     $ 10,507  

 

 

It is the Company’s policy to place a loan in nonaccrual status whenever there is substantial doubt about the ability of the borrower to pay principal or interest on any outstanding credit. Management considers such factors as payment history, the nature of the collateral securing the loan, and the overall economic situation of the borrower when making a nonaccrual decision. Management closely monitors nonaccrual loans. The Company returns a nonaccrual loan to accruing status when (i) the loan is brought current with the full payment of all principal and interest arrearages, (ii) all contractual payments are thereafter made on a timely basis for at least six months, and (iii) management determines, based on a credit review, that it is reasonable to expect that future payments will be made as and when required by the contract.

 

Non-accrual loans as of March 31, 2019 and December 31, 2018, segregated by class of loans, were as follows:

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 
                 

Commercial real estate

  $ 988,811     $ 988,811  

 

 

At March 31, 2019, the Company had two nonaccrual commercial real estate loans to the same borrower totaling $988,811. The loans were secured by real estate and business assets and were personally guaranteed. Gross interest income of $31,733 would have been recorded during the three months ended March 31, 2019 if these nonaccrual loans had been current and performing in accordance with the original terms. The Company allocated $0 of its allowance for loan losses to these nonaccrual loans. The balance of the nonaccrual loans was net of charge-offs of $690,000 at March 31, 2019.

 

29

 

 

At December 31, 2018, the Company had two nonaccrual commercial real estate loans to the same borrower totaling $988,811. The loans were secured by real estate and business assets and were personally guaranteed. Gross interest income of $115,168 would have been recorded during the year ended December 31, 2018 if these nonaccrual loans had been current and performing in accordance with the original terms. The Company allocated $0 of its allowance for loan losses to these nonaccrual loans. The balance of the nonaccrual loans was net of charge-offs of $690,000 at December 31, 2018.

 

At March 31, 2019, the Company had no loans that were delinquent 90 days or greater other than the nonaccrual loans discussed above.

 

Impaired loans as of March 31, 2019 and December 31, 2018 are set forth in the following table:

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 
                 

Impaired loans no valuation allowance

  $ 3,163,793     $ 3,177,381  

Impaired loans with a valuation allowance

    -       -  

Total impaired loans

  $ 3,163,793     $ 3,177,381  

 

Impaired loans also include certain loans that have been modified in troubled debt restructurings (“TDRs”) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

 

At March 31, 2019, the Company had one commercial real estate loan totaling $2,122,044 and one residential real estate loan totaling $52,938 that were classified as TDRs. All are included in impaired loans above. Each loan is paying as agreed. There have been no charge-offs or allowances associated with these two loans.

 

At December 31, 2018, the Company had one commercial real estate loan totaling $2,134,570 and one residential real estate loan totaling $54,000 that were classified as TDRs. The $54,000 loan was restructured as a TDR during 2018. All are included in impaired loans above. Each loan is paying as agreed. There have been no charge-offs or allowances associated with these two loans.

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 
                 

Restructured loans (TDRs):

               

Performing as agreed

  $ 2,174,982     $ 2,188,570  

Not performing as agreed

    -       -  

Total TDRs

  $ 2,174,982     $ 2,188,570  

 

30

 

 

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense.  The allowance for loan losses represents an amount which, in management’s judgment, will be adequate to absorb probable losses on existing loans and other extensions of credit that may become uncollectible. The Company’s allowance for loan loss methodology includes allowance allocations calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions.

 

The Company’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, classified and criticized loans and net charge-offs or recoveries, among other factors.

 

Although management believes that, based on information currently available, the Company’s allowance for loan losses is sufficient to cover losses inherent in its loan portfolio at this time, no assurances can be given that the Company’s level of allowance for loan losses will be sufficient to cover future loan losses incurred by the Company or that future adjustments to the allowance for loan losses will not be necessary if economic and other conditions differ substantially from the economic and other conditions at the time management determined the current level of the allowance for loan losses.

 

The following table details activity in the allowance for loan losses by portfolio for the three months ended March 31, 2019 and 2018, and the year ended December 31, 2018. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

                                           

Allowance for loan losses

   

Outstanding loan

 
           

Provision

                           

ending balance evaluated

   

balances evaluated

 
   

Beginning

   

for loan

   

Charge

           

Ending

   

for impairment:

   

for impairment:

 

March 31, 2019

 

balance

   

losses

   

offs

   

Recoveries

   

balance

   

Individually

   

Collectively

   

Individually

   

Collectively

 
                                                                         

Real estate:

                                                                       

Commercial

  $ 1,754,372     $ 3,524     $ -     $ 1,000     $ 1,758,896     $ -     $ 1,758,896     $ 3,163,793     $ 233,630,509  

Construction and land development

    196,374       (29,317 )     -       3,375       170,432       -       170,432       -       15,914,131  

Residential

    401,626       32,059       -       -       433,685       -       433,685       -       63,019,749  

Commercial

    102,610       (3,482 )     -       2,500       101,628       -       101,628       -       22,095,306  

Consumer

    10,428       (5,569 )     -       -       4,859       -       4,859       -       367,293  

Unallocated

    43,924       15,785       -       -       59,709       -       59,709       -       -  
    $ 2,509,334     $ 13,000     $ -     $ 6,875     $ 2,529,209     $ -     $ 2,529,209     $ 3,163,793     $ 335,026,988  

 

31

 

 

                                           

Allowance for loan losses

   

Outstanding loan

 
           

Provision

                           

ending balance evaluated

   

balances evaluated

 
   

Beginning

   

for loan

   

Charge

           

Ending

   

for impairment:

   

for impairment:

 

March 31, 2018

 

balance

   

losses

   

offs

   

Recoveries

   

balance

   

Individually

   

Collectively

   

Individually

   

Collectively

 
                                                                         

Real estate:

                                                                       

Commercial

  $ 1,867,397     $ 62,323     $ -     $ 2,000     $ 1,931,720     $ 28,577     $ 1,903,143     $ 4,396,741     $ 232,971,398  

Construction and land development

    223,274       16,225       (10,622 )     -       228,877       -       228,877       -       19,247,095  

Residential

    247,953       (722 )     -       -       247,231       -       247,231       -       59,083,653  

Commercial

    87,353       (2,648 )     -       1,666       86,371       -       86,371       -       23,996,157  

Consumer

    7,027       729       -       -       7,756       -       7,756       -       520,768  

Unallocated

    25,907       (25,907 )     -       -       -       -       -       -       -  
    $ 2,458,911     $ 50,000     $ (10,622 )   $ 3,666     $ 2,501,955     $ 28,577     $ 2,473,378     $ 4,396,741     $ 335,819,071  

 

                                           

Allowance for loan losses

   

Outstanding loan

 
           

Provision

                           

ending balance evaluated

   

balances evaluated

 
   

Beginning

   

for loan

   

Charge

           

Ending

   

for impairment:

   

for impairment:

 

December 31, 2018

 

balance

   

losses

   

offs

   

Recoveries

   

balance

   

Individually

   

Collectively

   

Individually

   

Collectively

 
                                                                         

Real estate:

                                                                       

Commercial

  $ 1,867,397     $ 372,315     $ (690,000 )   $ 204,660     $ 1,754,372     $ -     $ 1,754,372     $ 3,177,381     $ 235,656,768  

Construction and land development

    223,274       (78,496 )     (12,115 )     63,711       196,374       -       196,374       -       18,265,505  

Residential

    247,953       153,673       -       -       401,626       -       401,626       -       63,024,106  

Commercial

    87,353       6,090       -       9,167       102,610       -       102,610       -       23,323,073  

Consumer

    7,027       3,401       -       -       10,428       -       10,428       -       494,009  

Unallocated

    25,907       18,017       -       -       43,924       -       43,924       -       -  
    $ 2,458,911     $ 475,000     $ (702,115 )   $ 277,538     $ 2,509,334     $ -     $ 2,509,334     $ 3,177,381     $ 340,763,461  

 

 

The provision for loan losses was $13,000 for the three months ended March 31, 2019 and $50,000 for the three months ended March 31, 2018.

 

During the three months ended March 31, 2019, the Company had no loan charge-offs and had recoveries of $6,875 from loans written off in prior periods. During the three months ended March 31, 2018, the Company had loan charge-offs of $10,622 and had recoveries of $3,666 from loans written off in prior periods.

 

As of March 31, 2019, the Company had $8,141,218 of loans on a watch list, other than impaired loans, for which management believes the borrowers have the potential for experiencing financial difficulties. As of December 31, 2018, the Company had $8,270,641 of such loans. These loans are subject to ongoing management attention and their classifications are reviewed regularly.

 

Investment Securities

 

Investments in debt securities increased $3,948,706 or 8.8% to $48,667,764 at March 31, 2019 from $44,719,058 at December 31, 2018. At March 31, 2019 and December 31, 2018, the Company had classified 63% and 59%, respectively, of the investment portfolio as available for sale. The balance of the portfolio was classified as held to maturity.

 

32

 

 

Securities classified as available for sale are held for an indefinite period of time and may be sold in response to changing market and interest rate conditions as part of the Company’s asset/liability management strategy. Available for sale debt securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, net of income taxes. Securities classified as held to maturity, which management has both the positive intent and ability to hold to maturity, are reported at amortized cost. Effective January 1, 2018, the Company began recording unrealized gains and losses on equity securities in earnings. The Company does not currently follow a strategy of making security purchases with a view to near-term sales, and, therefore, does not own trading securities. The Company manages the investment portfolio within policies that seek to achieve desired levels of liquidity, manage interest rate sensitivity, meet earnings objectives, and provide required collateral for deposit and borrowing activities.

 

The following table sets forth the carrying value of investments in debt securities at March 31, 2019 and December 31, 2018:

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 

Available for sale

               

State and municipal

  $ 1,133,290     $ 1,506,505  

SBA pools

    2,604,110       2,719,372  

Mortgage-backed securities

    26,864,371       22,366,114  
    $ 30,601,771     $ 26,591,991  
                 

Held to maturity

               

State and municipal

  $ 18,065,993     $ 18,127,067  

 

The following table sets forth the scheduled maturities of investments in debt securities at March 31, 2019:

 

   

Available for Sale

   

Held to Maturity

 
   

Amortized

Cost

   

Fair Value

   

Amortized

Cost

   

Fair Value

 
                                 

Within 1 year

  $ -     $ -     $ 804,270     $ 805,908  

Over 1 to 5 years

    259,981       254,753       589,690       597,571  

Over 5 to 10 years

    870,302       878,357       1,859,628       1,900,827  

Over 10 years

    -       -       14,812,405       14,931,879  
      1,130,283       1,133,110       18,065,993       18,236,185  

SBA Pools

    2,658,758       2,604,110       -       -  

Mortgage-backed securities

    27,184,473       26,864,371       -       -  
    $ 30,973,514     $ 30,601,591     $ 18,065,993     $ 18,236,185  

 

SBA pools and mortgage-backed securities are due in monthly installments.

 

Other Real Estate Owned

 

Other real estate owned at March 31, 2019 and December 31, 2018 included one property with a carrying value of $210,150. The property is land in Cecil County, Maryland and was acquired through foreclosure in 2007. The property consists of 10.43 acres and is under contract to sell.

 

33

 

 

Deposits

 

Total deposits increased by $10,474,482 or 3.0% during the first quarter of 2019 to $365,187,485 at March 31, 2019 from $354,713,003 at December 31, 2018. The increase in deposits was due to a $2,326,590 increase in money market accounts, a $1,222,718 increase in savings accounts, and a $10,653,054 increase in time deposits, offset by a $1,442,264 decrease in interest bearing checking accounts and a $2,285,616 decrease in noninterest-bearing accounts.

 

The following table shows the average balances and average costs of deposits for the three months ended March 31, 2019 and 2018:

 

   

March 31, 2019

   

March 31, 2018

 
   

Average

   

Average

 
   

Balance

   

Cost

   

Balance

   

Cost

 
                                 

Noninterest bearing demand deposits

  $ 58,107,801       0.00 %   $ 60,862,946       0.00 %

Interest bearing demand deposits

    53,649,964       0.32 %     43,214,553       0.11 %

Savings and money market deposits

    100,148,340       0.30 %     95,944,064       0.22 %

Time deposits

    143,504,411       1.83 %     123,292,532       1.20 %
    $ 355,410,516       0.87 %   $ 323,314,095       0.54 %

 

Liquidity Management

 

Liquidity describes our ability to meet financial obligations that arise out of the ordinary course of business. Liquidity is primarily needed to meet depositor withdrawal requirements, to fund loans, and to fund our other debts and obligations as they come due in the normal course of business. We maintain our asset liquidity position internally through short-term investments, the maturity distribution of the investment portfolio, loan repayments, and income from earning assets. On the liability side of the balance sheet, liquidity is affected by the timing of maturing liabilities and the ability to generate new deposits or borrowings as needed. The Bank is approved to borrow 75% of eligible pledged single family residential loans and 50% of eligible pledged commercial loans as well as investment securities, or approximately $51.2 million under a secured line of credit with the FHLB. The Bank also has a facility with the Federal Reserve Bank of Richmond (the “Reserve Bank”) under which the Bank can borrow approximately $29.1 million. Finally, the Bank has an $18,500,000 ($9,500,000 unsecured and $9,000,000 secured) overnight federal funds line of credit available from commercial banks. FHLB advances of $3,000,000 were outstanding as of March 31, 2019 and December 31, 2018. There were no borrowings from the Reserve Bank or our commercial bank lender at March 31, 2019 and December 31, 2018. Management believes that we have adequate liquidity sources to meet all anticipated liquidity needs over the next 12 months. Management knows of no trend or event which is likely to have a material impact on our ability to maintain liquidity at satisfactory levels.

 

Borrowings and Other Contractual Obligations

 

The Company’s contractual obligations consist primarily of borrowings and operating leases for various facilities.

 

Securities sold under agreements to repurchase represent overnight borrowings from customers. Securities owned by the Company which are used as collateral for these borrowings are primarily U.S. government agency securities.

 

34

 

 

Specific information about the Company’s borrowings and contractual obligations is set forth in the following table:

 

     

March 31,

   

December 31,

 
     

2019

   

2018

 

Amount oustanding at period-end:

                 

Securities sold under repurchase agreements

  $ 9,132,795     $ 11,012,000  

Federal Home Loan Bank advances

    3,000,000       3,000,000  

Federal Home Loan Bank advances mature in:

                 
 

2019

    3,000,000       3,000,000  

Weighted average rate paid at period-end:

                 

Securites sold under repurchase agreements

    1.16 %     1.07 %

Federal Home Loan Bank advances

    1.50 %     1.50 %

 

Capital Resources and Adequacy

 

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional, discretionary actions by the regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.

 

The Basel III Capital Rules became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital, and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

 

Additional information regarding the capital requirements that apply to us can be found in Item 1 of Part I of the Form 10-K under the heading, “Supervision and Regulation – Capital Requirements”.

 

35

 

 

The following table presents actual and required capital ratios as of March 31, 2019 and December 31, 2018 for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of March 31, 2019 and December 31, 2018, based on the phase-in provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

 

                   

Minimum

                 
                   

Capital Adequacy

   

To Be Well

 

(Dollars in thousands)

 

Actual

   

Phased In Schedule

   

Capitalized

 

March 31, 2019

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 
                                                 

Total capital (to risk-weighted assets)

  $ 48,615       13.79 %   $ 37,022       10.50 %   $ 35,259       10.00 %

Tier 1 capital (to risk-weighted assets)

    46,086       13.07 %     29,970       8.50 %     28,207       8.00 %

Common equity tier 1 (to risk- weighted assets)

    46,086       13.07 %     24,681       7.00 %     22,918       6.50 %

Tier 1 leverage (to average assets)

    46,086       10.97 %     16,812       4.00 %     21,015       5.00 %
                                                 

December 31, 2018

                                               
                                                 

Total capital (to risk-weighted assets)

  $ 47,857       13.50 %   $ 34,996       9.88 %   $ 35,439       10.00 %

Tier 1 capital (to risk-weighted assets)

    45,348       12.80 %     27,908       7.88 %     28,351       8.00 %

Common equity tier 1 (to risk- weighted assets)

    45,348       12.80 %     22,593       6.38 %     23,036       6.50 %

Tier 1 leverage (to average assets)

    45,348       10.86 %     16,698       4.00 %     20,872       5.00 %

 

The Company intends to fund future growth primarily with cash, federal funds, maturities of investment securities and deposit growth. Management knows of no other trend or event that will have a material impact on capital.

 

Off-Balance Sheet Arrangements

 

In the normal course of business, the Bank makes commitments to extend credit and issues standby letters of credit. Outstanding loan commitments, unused lines of credit, and letters of credit as of March 31, 2019 and December 31, 2018 are as follows:

 

   

March 31,

   

December 31,

 
   

2019

   

2018

 
                 

Loan commitments

               

Construction and land development

  $ 4,087,600     $ 6,800,240  

Commercial

    205,000       1,143,217  

Commercial real estate

    6,365,500       2,853,913  

Residential

    2,499,900       1,557,500  
    $ 13,158,000     $ 12,354,870  
                 

Unused lines of credit

               

Home-equity lines

  $ 3,662,233     $ 3,594,847  

Commercial lines

    32,336,243       23,389,326  
    $ 35,998,476     $ 26,984,173  
                 

Letters of credit

  $ 1,882,227     $ 1,905,553  

 

Loan commitments and lines of credit are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.

 

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The maximum exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the commitment. Loan commitments, lines of credit and letters of credit are made on the same terms, including collateral, as outstanding loans. Management is not aware of any accounting loss that is likely to be incurred as a result of funding its credit commitments.

 

RESULTS OF OPERATIONS

 

General

 

Net income for the three months ended March 31, 2019 was $1,096,287, compared to $1,122,118 for the same period in 2018. The decrease of $25,831 or 2.3% was due to a $125,996 increase in noninterest expense, offset by a $4,168 increase in net interest income, a $37,000 decrease in the provision for loan losses, a $52,116 increase in noninterest income, and a $6,881 decrease in income taxes.

 

Net Interest Income

 

Net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings, was $3,726,153 for the three months ended March 31, 2019, compared to $3,721,985 for the same period in 2018.

 

Total interest income for the three months ended March 31, 2019 was $4,547,536, compared to $4,257,746 for the same period in 2018, an increase of $289,790 or 6.8%.

 

Total interest income on loans for the three months ended March 31, 2019 increased $226,931 over the same period in 2018 due to a $7.2 million higher average loan balance for the first three months of 2019 when compared to the same period of 2018 and a higher loan yield of 4.83% for the first three months of 2019 versus 4.67% for the same period of 2018. Investment income for the first three months of 2019 increased by $15,301 or 5.1% when compared to the same period in 2018 due to an increase in fully-taxable equivalent yield to 2.93% for three months ended March 31, 2019, compared to 2.91% for the same period in 2018, offset by a $1.1 million lower average investment balance. Interest income on federal funds sold and other interest earning assets increased to $74,526 for the three months ended March 31, 2019 from $26,968 for the same period in 2018 due to a $7.4 million higher average balance and an increase in the fully-taxable equivalent net yield to 2.46% for the three months ended March 31, 2019, compared to 2.22% for the same period in 2018. The fully-taxable equivalent yield on total interest-earning assets increased 12 basis points to 4.55% for the first three months of 2019, compared to 4.43% for the same period in 2018. The average balance of total interest-earning assets increased by $13.5 million to $401.8 million for the three months ended March 31, 2019, compared to $388.3 million for the same period in 2018.

 

Total interest expense for the three months ended March 31, 2019 was $821,383, compared to $535,761 for the same period in 2018, an increase of $285,622 or 53.3%. The increase was due to a higher overall cost of funds of 1.06% for the three months ended March 31, 2019, compared to 0.71% for the same period in 2018, and a $10.3 million increase in the average balance of interest-bearing liabilities to $310.6 million in the first three months of 2019, compared to $300.3 million in the same period of 2018. Cost of funds for time deposits increased to 1.83% for the three months ended March 31, 2019 from 1.20% for the same period of 2018. Securities sold under repurchase agreements cost of funds increased to 1.14% for the first three months of 2019 from 0.67% for the first three months of 2018. FHLB advances cost of funds increased to 1.84% for the first three months of 2019 from 1.46% for the first three months of 2018.

 

Average noninterest-earning assets decreased by $1.9 million to $15.8 million in the first three months of 2019, compared to $17.7 million in the same period in 2018. Average noninterest-bearing deposits decreased by $2.8 million to $58.1 million during the first three months of 2019, compared to $60.9 million in the same period in 2018. The average balance in stockholders’ equity increased by $3.8 million for the three months ended March 31, 2019 when compared with the same period in 2018.

 

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The FRB has raised rates nine times in the last 42 months. The cost of deposits and borrowings has increased significantly over that time. However, the yields on loans and investments have increased only slightly. At this time, it is unclear what the FRB’s next move may be. Management will closely monitor its asset-liability position so that it can respond to any future changes in interest rates and/or changes to the Bank’s interest rate spread.

 

The following table sets forth information regarding the average balances of interest-earning assets and interest-bearing liabilities, the amount of interest income and interest expense and the resulting yields on average interest-earning assets and rates paid on average interest-bearing liabilities for the three-month periods ended March 31, 2019 and 2018. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.

 

   

Three Months Ended March 31, 2019

   

Three Months Ended March 31, 2018

 
   

Average

                   

Average

                 
   

Balance

   

Interest

   

Yield

   

Balance

   

Interest

   

Yield

 

Assets:

                                               

Loans

  $ 344,347,514     $ 4,160,086       4.83 %   $ 337,180,803     $ 3,933,155       4.67 %

Securities, taxable

    27,673,598       153,887       2.22 %     28,320,116       156,433       2.21 %

Securities, tax exempt

    17,287,806       175,390       4.06 %     17,697,283       178,295       4.03 %

Federal funds sold and other interest-earning assets

    12,497,670       76,972       2.46 %     5,134,525       28,518       2.22 %

Total interest-earning assets

    401,806,588       4,566,335       4.55 %     388,332,727       4,296,401       4.43 %

Noninterest-earning assets

    15,776,177                       17,678,513                  

Total assets

  $ 417,582,765                     $ 406,011,240                  
                                                 

Liabilities and Stockholders’ Equity:

                                               

NOW, savings, and money market

  $ 153,798,304       118,448       0.31 %   $ 139,158,617       67,203       0.19 %

Certificates of deposit

    143,504,411       657,083       1.83 %     123,292,532       371,207       1.20 %

Securities sold under repurchase agreements

    8,845,852       25,299       1.14 %     20,606,083       34,389       0.67 %

FHLB advances and other borrowings

    4,457,778       20,553       1.84 %     17,248,889       62,962       1.46 %

Total interest-bearing liabilities

    310,606,345       821,383       1.06 %     300,306,121       535,761       0.71 %
                                                 

Noninterest-bearing deposits

    58,107,801                       60,862,946                  

Noninterest-bearing liabilities

    2,648,888                       2,423,643                  

Total liabilities

    371,363,034                       363,592,710                  

Stockholders' equity

    46,219,731                       42,418,530                  

Total liabilities and stockholders' equity

  $ 417,582,765                     $ 406,011,240                  
                                                 

Net interest income

          $ 3,744,952                     $ 3,760,640          
                                                 

Interest rate spread

                    3.49 %                     3.72 %
                                                 

Net yield on interest-earning assets

                    3.73 %                     3.87 %
                                                 

Ratio of average interest-earning assets to Average interest-bearing liabilities

                    129.36 %                     129.31 %

 

Interest on tax-exempt securities and other tax-exempt investments are reported on fully taxable equivalent basis.

 

38

 

 

Noninterest Income

 

Noninterest income for the three months ended March 31, 2019 was $392,396, compared to $340,280 for the same period in 2018, an increase of $52,116 or 15.3%. The increase was due primarily to a $69,507 increase in the gain on the sale of SBA loans, offset by a $21,474 decrease in mortgage banking income.

 

Noninterest Expense

 

Noninterest expenses for the three months ended March 31, 2019 totaled $2,755,286, compared to $2,629,290 for the same period in 2018, an increase of $125,996 or 4.8%. The increase was due primarily to increases in salaries and benefits of $57,783, occupancy costs of $36,887, and other expenses of $37,795.

 

Income Tax Expense

 

Our income tax expense for the three months ended March 31, 2019 was $253,976, compared to $260,857 for the same period in 2018. The effective tax rate was 18.8% for the three months ended March 31, 2019, compared to 18.9% for the same period in 2018.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Our primary market risk is interest rate fluctuation and we have procedures in place to evaluate and mitigate this risk. This market risk and our procedures are described in Item 7 of Part II of the Form 10-K under the heading, “Interest Rate Risk”, which provides information as of December 31, 2018. Management believes that no material changes in our procedures used to evaluate and mitigate these risks have occurred since December 31, 2018.

 

Item 4. Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the periods specified in those rules and forms, and that such information is accumulated and communicated to our management, including Farmers and Merchants Bancshares, Inc.’s principal executive officer (“CEO”) and the principal financial officer (“CFO”), as appropriate, to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

An evaluation of the effectiveness of these disclosure controls as of March 31, 2019 was carried out under the supervision and with the participation of management, including the CEO and the CFO. Based on that evaluation, management, including the CEO and the CFO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level.

 

During the quarter ended March 31, 2019, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

39

 

 

Part II – OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

None.

 

Item 1A.      Risk Factors

 

The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Form 10-K. Except as set forth below, management does not believe that any material changes in our risk factors have occurred since they were last disclosed.

 

Our fiscal year 2016 U.S. consolidated federal income tax return is currently being audited.

 

In April 2018, we were notified by the IRS that our fiscal year 2016 U.S. consolidated federal tax return was selected for audit. As part of its audit, the IRS is reviewing the deductions related to, and the income generated by, the Insurance Subsidiary. Management cannot predict whether any of our tax positions, including those relating to the Insurance Subsidiary, will be challenged by the IRS or, if challenged, whether we will be successful in defending those tax positions. Defending our tax positions and challenging adverse IRS tax conclusions could require us to expend significant funds and there can be no assurance that we would be successful in any such defense or challenge. If we are not successful in defending a challenge, then we may be required to amend our tax return and pay additional taxes, interest, fines and/or penalties and our taxable earnings and/or the effective tax rate on our future earnings could increase substantially, any of which could have a material adverse effect on our business, financial condition and results of operations.

 

Risks Relating to the Company and its Affiliates

 

None.

 

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

 

None.

 

Item 3.     Defaults upon Senior Securities

 

None.

 

Item 4.     Mine Safety Disclosures

 

Not Applicable.

 

Item 5.     Other Information

 

None.

 

40

 

 

Item 6.     Exhibits

 

The exhibits filed or furnished with this quarterly report are listed in the following Exhibit Index:

 

Exhibit

Description

 

31.1

Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

 

31.2

Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

 

32

Certification of the Principal Executive Officer and the Principal Financial Office pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)

 

101

Interactive Data Files pursuant to Rule 405 of Regulation S-T (filed herewith)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  FARMERS AND MERCHANTS BANCSHARES, INC.
     
     
Date:     May 14, 2019 /s/ James R. Bosley, Jr.  
  James R. Bosley, Jr.  
  President and Chief Executive Officer  
  (Principal Executive Officer)  
     
     
Date     May 14, 2019 /s/ Mark C. Krebs   
  Mark C. Krebs, Treasurer and Chief Financial Officer  
  (Principal Financial Officer & Principal Accounting Officer)  

 

41