UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

or

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

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 incorporation or organization)	(I.R.S. Employer Identification Number)
4510 Lower Beckleysville Road, Suite H, Hampstead, Maryland	21074
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 410-374-1510

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

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

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 such shorter period 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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $61,031,807.

The number of shares of the registrant’s common stock outstanding as of February 28, 2024: 3,116,966

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K.

Farmers and Merchants Bancshares, Inc.

Table of Contents

PART I		2
ITEM 1.	Business	2
ITEM 1A.	Risk Factors	11
ITEM 1B.	Unresolved Staff Comments	20
ITEM 1C.	Cybersecurity	20
ITEM 2.	Properties	22
ITEM 3.	Legal Proceedings	22
ITEM 4.	Mine Safety Disclosures	22
PART II		23
ITEM 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
ITEM 6.	[Reserved]	23
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	45
ITEM 8.	Financial Statements and Supplementary Data	45
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	97
ITEM 9A.	Controls and Procedures	97
ITEM 9B.	Other Information	99
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	99
PART III		99
ITEM 10.	Directors, Executive Officers and Corporate Governance	99
ITEM 11.	Executive Compensation	99
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	99
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	99
ITEM 14.	Principal Accountant Fees and Services	100
PART IV		101
ITEM 15.	Exhibits and Financial Statement Schedules	101
ITEM 16.	Form 10-K Summary	102
SIGNATURES		103

Forward-Looking Statements

As used in this Annual Report on Form 10-K, the terms the “Company”, “we”, “us”, and “our” refer to Farmers and Merchants Bancshares, Inc. and, unless the context clearly requires otherwise, its consolidated subsidiaries.

Some of the statements contained in this annual report may include projections, predictions, expectations or statements as to beliefs or future events or results or refer to other matters that are not historical facts. Such statements constitute forward-looking statements and are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking statements are based on various factors and were derived using numerous assumptions. In some cases, you can identify forward-looking statements by words like “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “intend”, “believe”, “estimate”, “predict”, “potential”, or “continue” or the negative of those words and other comparable words. You should be aware that those statements reflect only our predictions. If known or unknown risks or uncertainties should materialize, or if underlying assumptions should prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind when reading this annual report and not place undue reliance on these forward-looking statements. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements in this annual report:

● unexpected changes in the housing market, business markets, and/or general economic conditions in our market area, or a slower-than-anticipated economic recovery, which might lead to increased or decreased demand for loans, deposits and other products and services and/or increase loan delinquencies or defaults;

● changes in market rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our balance sheet;

● our liquidity requirements could be adversely affected by changes in our assets and liabilities;

● the effects of legislative or regulatory developments, including changes in laws concerning taxes, banking, securities, insurance and other aspects of the financial services industry;

● competitive factors among financial services organizations, including product and pricing pressures and our ability to attract, develop and retain qualified banking professionals;

● the effects of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the Securities and Exchange Commission (the “SEC”), the Public Company Accounting Oversight Board and other regulatory agencies;

● the impact of acquisitions and other strategic transactions;

● the effects of fiscal and governmental policies of the United States federal government; and

● the impact of any current or future pandemic on economic, market and/or business conditions.

You should also consider carefully the risk factors discussed in Item 1A of Part I of this annual report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. The risks discussed in this annual report are factors that, individually or in the aggregate, management believes could cause our actual results to differ materially from expected and historical results. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider such disclosures to be a complete discussion of all potential risks or uncertainties.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

ITEM 1. BUSINESS

General

Farmers and Merchants Bancshares, Inc. is a Maryland corporation chartered on August 8, 2016 that is registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). At the time it registered as a bank holding company, the Company also elected to become a financial holding company, which allows it to engage in certain activities, and own shares or control of certain entities, that are in addition to those permissible for an entity that is a bank holding company only. Effective November 1, 2016, the Company consummated a bank holding company reorganization involving the Bank pursuant to which the Bank became a wholly-owned subsidiary of the Company and all of the Bank’s stockholders became stockholders of the Company.

Effective on October 1, 2020, the Company consummated its acquisition of Carroll Bancorp, Inc. (“Carroll”) and its wholly-owned subsidiary, Carroll Community Bank through a series of mergers (collectively, the “Merger”). Each share of common stock of Carroll (“Carroll Common Stock”) that was outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was converted into the right to receive cash in the amount $21.63 (the “Per Share Consideration”). Immediately prior to the Effective Time, there were 1,146,913 outstanding shares of Carroll Common Stock, all of which were converted into the Per Share Consideration. The Company funded the payment of the merger consideration with $7.8 million in cash and the proceeds of a $17 million term loan obtained from a third-party.

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”).

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 our insurance premiums 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.

At December 31, 2023, our consolidated assets totaled approximately $800 million and stockholders’ equity was approximately $52.2 million.

Banking Activities

The Bank has been doing business in Maryland since 1919 and is engaged in both the commercial and consumer banking business. At December 31, 2023, the Bank had approximately 19,475 deposit accounts, representing $681 million in deposits. At December 31, 2023, the Bank had $523 million in loans, representing 65% of its total assets of $800 million.

The Bank’s general market area runs along the Route 30, Route 795, Route 140, and Route 26 corridors south from Owings Mills and north to the Pennsylvania line including the areas of Reisterstown, Upperco, Hampstead, Manchester, Eldersburg, and Westminster. The Bank’s western area includes the communities of Woodbine and New Windsor, while the eastern side includes Sparks, Hereford and Parkton. All of these communities are located in Carroll County or Baltimore County, Maryland.

This market area serves as a bedroom community to large employment areas such as Owings Mills, Hunt Valley, Towson, White Marsh, Columbia and Baltimore City. The market area is primarily residential with retail, commercial and light-manufacturing activity. The opening of Interstate 795 in the 1980’s made it convenient to enjoy a rural lifestyle while still being able to commute to work in a reasonable time.

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The Bank’s main office is located in Upperco, Maryland, and it has six additional full service branches located in the Maryland communities of Hampstead, Greenmount, Reisterstown, Owings Mills, Eldersburg, and Westminster. In addition, the Bank has a satellite branch located at the senior living community of Carroll Lutheran Village in Westminster, Maryland.

As a convenience to its customers, the Bank offers drive through automated teller machines (“ATMs”) at the Upperco, Owings Mills, Hampstead, Reisterstown, and Westminster locations and walk-up ATMs at the Greenmount and Eldersburg offices. The Greenmount In-Store location is open 7-days a week while the other six full service offices offer convenient banking hours which include Saturday mornings. The satellite branch is opened five days a week with limited business hours. Drive-thru windows are available at the Upperco, Owings Mills, Hampstead, Reisterstown, Eldersburg, and Westminster branches. The Bank offers 24-hour on-line, internet banking for account balance inquiries, bill paying, or transferring funds between accounts. The Bank provides mobile banking functionality to its internet services. In addition, the 24-hour Dial-A-Bank automated telephone service is available. Debit cards are another service the Bank provides to its customers. The Bank joined Allpoint, America’s largest surcharge-free ATM network, to enable Bank customers to have access to over 55,000 ATMs, surcharge-free.

The Bank provides a wide range of personal banking services designed to meet the needs of local consumers. Among the deposit services provided are checking accounts, savings accounts, money market accounts, certificates of deposit and individual retirement accounts. The Bank also offers repurchase agreements and remote check deposits.

The Bank grants available credit for residential mortgages (including Federal Housing Administration and Veterans Affairs loans), construction loans, home equity lines, personal installment loans and other consumer financing.

The Bank also is engaged in financing commerce and industry by providing credit and deposit services for small to medium size businesses and the agricultural community in the Bank’s market area. The Bank offers many forms of commercial lending, including commercial mortgages, land acquisition and development loans, lines of credit, accounts receivable financing, term loans for fixed asset purchases, as well as loans guaranteed by the Small Business Administration (the “SBA”) and the United States Department of Agriculture (the “USDA”).

In addition, commercial depositors may take advantage of many different services including checking accounts, remote deposit banking services, sweep accounts, money market accounts, savings accounts and certificates of deposit.

The Bank also has strategic alliances that allow for the issuance of credit cards to retail customers and to provide merchant services so commercial customers can accept credit cards and debit cards as payment for their goods and services.

The Bank has adopted policies and procedures designed to mitigate credit risk and 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 Bank’s policy is to make the majority of its loan commitments in the market area it serves. 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. No material portion of the Bank’s loans is concentrated within a single industry or group of related industries. Most of the Bank’s loans are, however, made to Maryland customers and many are secured by real estate located in or around Maryland. Although Management believes that the loan portfolio is diversified, its performance will be influenced by the economy of the region.

Investment Activities

The Bank maintains a portfolio of investment securities to provide liquidity and income. The current portfolio of $183 million represented approximately 24% of the total assets at December 31, 2023 and is invested primarily in mortgage-backed securities and municipal bonds.

A key objective of the investment portfolio is to provide a balance in the Bank’s asset mix of investments and loans consistent with its liability structure, and to assist in management of interest rate risk. The investments augment the Bank’s capital position, providing the necessary liquidity to meet fluctuations in credit demand of the community and fluctuations in deposit levels. In addition, the portfolio provides collateral for pledging against public funds and repurchase agreements and an opportunity to minimize income tax liability. Finally, the investment portfolio is designed to provide income for the Bank. In view of the above objectives, only securities that meet conservative investment criteria are purchased.

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Insurance Activities

As noted above, the Insurance Subsidiary is one protected cell of a protected cell captive insurance company. Since its formation and until November 7, 2022, the Insurance Subsidiary has reinsured certain risks of the Bank as well as other groups of related entities that are not affiliated with the Bank for which it receives premiums. The insurance policies that are the subject of this reinsurance obligation are issued each year. Once the claim deadline passes for a particular policy year, the premium earned by the Insurance Subsidiary may be retained as earnings (subject to any regulatory capital and surplus requirements imposed by applicable law). As the sole owner of the Insurance Subsidiary, the Company may choose to terminate the Insurance Subsidiary’s participation in this reinsurance arrangement with respect to a future year at any time. The Company chose to not renew the most recent policy when it expired on November 6, 2022. The Insurance Subsidiary is still active, however, as it is in the process of paying claims for events that occurred prior to November 7, 2022.

Competition

The banking business, in all of its phases, is highly competitive. Within our market areas, we compete with commercial banks, (including local banks and branches or affiliates of other larger banks), savings and loan associations and credit unions for loans and deposits, with consumer finance companies for loans, and with other financial institutions for various types of products and services. There is also competition for commercial and retail banking business from banks and financial institutions located outside our market areas and on the Internet.

The primary factors in competing for deposits are interest rates, personalized services, the quality and range of financial services, convenience of office locations and office hours. The primary factors in competing for loans are interest rates, loan origination fees, the quality and range of lending services and personalized services.

To compete with other financial services providers, we rely principally upon local promotional activities, personal relationships established by officers, directors and employees with customers, and specialized services tailored to meet customers’ needs. In those instances in which we are unable to accommodate a customer’s needs, we attempt to arrange for those services to be provided by other financial services providers with which we have a relationship.

Supervision and Regulation

The following is a summary of the material regulations and policies applicable to the Company and its subsidiaries and is not intended to be a comprehensive discussion. Changes in applicable laws and regulations may have a material effect on our business.

General

The Company is subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Federal Reserve that apply to financial holding companies. As a holding company of a Maryland-chartered bank, the Company is also subject to supervision by the Office of the Maryland Commissioner of Financial Regulation (the “Maryland Commissioner”). Because the Company’s common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also subject to regulation and supervision by the SEC.

The Bank is a Maryland commercial bank subject to the banking laws of Maryland and to regulation by the Maryland Commissioner, who is required by statute to make at least one examination in each calendar year (or at 18-month intervals if the Maryland Commissioner determines that an examination is unnecessary in a particular calendar year). As a member of the Federal Deposit Insurance Corporation (the “FDIC”), the Bank is also subject to certain provisions of federal laws and regulations regarding deposit insurance and activities of insured state-chartered banks, including those that require examination by the FDIC. In addition to the foregoing, there are a myriad of other federal and state laws and regulations that affect or govern the business of banking, including consumer lending and deposit-taking.

All non-bank subsidiaries of the Company are subject to examination by the Federal Reserve, and, as affiliates of the Bank, are subject to examination by the FDIC and the Maryland Commissioner. In addition, the Insurance Subsidiary is subject to licensing and regulation by the Tennessee Insurance Department, and, as a captive insurance company, is subject to certain restrictions and requirements imposed under the Internal Revenue Code of 1986, as amended (the “IRC”).

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Regulatory Reforms

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was enacted in July 2010, significantly restructured the financial regulatory regime in the United States. The Dodd-Frank Act established the Consumer Financial Protection Bureau (the “CFPB”), and contains a wide variety of provisions affecting the regulation of depository institutions, including fair lending, fair debt collection practices, mortgage loan origination and servicing obligations, bankruptcy, military service member protections, use of credit reports, privacy matters, and disclosure of credit terms and correction of billing errors.  In addition, the Dodd-Frank Act permits states to adopt stricter consumer protection laws and each state attorney general may enforce consumer protection rules issued by the CFPB.  Since the enactment of the Dodd-Frank Act, the CFPB, and to some extent, some state attorney generals, have used provisions of the Dodd-Frank Act to bring enforcement actions seeking to curb “unfair, deceptive or abusive acts or practices” (“UDAAP”) in the financial services sector.  With a change of leadership at the CFPB, and continued enforcement and regulatory actions at the state level, enforcement and regulatory priorities could change, resulting in increased regulatory compliance burdens and costs and restrictions on the financial products and services that we offer to our customers in the future.

Regulation of Bank Holding Companies and Financial Holding Companies

The Company and its affiliates are subject to the provisions of Section 23A and Section 23B of the Federal Reserve Act. Section 23A limits the amount of loans or extensions of credit to, and investments in, the Company and its non-bank affiliates by the Bank. Section 23B requires that transactions between the Bank and the Company and its non-bank affiliates be on terms and under circumstances that are substantially the same as with non-affiliates.

Under Federal Reserve policy, the Company is expected to act as a source of strength to the Bank, and the Federal Reserve may charge the Company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank when required. This support may be required at times when the bank holding company may not have the resources to provide the support. Under the prompt corrective action provisions, if a controlled bank is undercapitalized, then the regulators could require the bank holding company to guarantee the bank’s capital restoration plan. In addition, if the Federal Reserve believes that a bank holding company’s activities, assets or affiliates represent a significant risk to the financial safety, soundness or stability of a controlled bank, then the Federal Reserve could require the bank holding company to terminate the activities, liquidate the assets or divest the affiliates. The regulators may require these and other actions in support of controlled banks even if such actions are not in the best interests of the bank holding company or its stockholders. Because the Company is a bank holding company, it is viewed as a source of financial and managerial strength for any controlled depository institutions, like the Bank.

In addition, under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), depository institutions insured by the FDIC can be held liable for any losses incurred by, or reasonably anticipated to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution in danger of default. Accordingly, in the event that any insured subsidiary of the Company causes a loss to the FDIC, other insured subsidiaries of the Company could be required to compensate the FDIC by reimbursing it for the estimated amount of such loss. Such cross guaranty liabilities generally are superior in priority to obligations of a financial institution to its shareholders and obligations to other affiliates. The Bank is the Company’s only FDIC-insured depository institution.

The provisions of the BHC Act relating to financial holding companies and the regulations promulgated thereunder require the Bank to remain “well capitalized” and “well managed”. The capital requirement is discussed below under the heading, “Prompt Corrective Action”. The Bank will be considered to be well managed so long as it achieves a CAMEL composite rating of at least “2” as a result of its most recent examination and at least a “satisfactory” management rating (if such rating is given). If the Bank were to fail to meet either of these requirements, then the Company would be required to enter into an agreement with the Federal Reserve that would address the remediation of the condition that led to the failure. During the term of that agreement, which is typically 180 days but which can be extended at the discretion of the Federal Reserve, the Company would be prohibited from commencing any additional activity or acquiring control or shares of any company that would otherwise be permissible for a financial holding company under Section 4(k) of the BHC Act. If the Company were to fail to correct that condition by the expiration of the agreement’s term, then the Federal Reserve could order the Company to divest its ownership of the Bank or, alternatively, terminate all financial holding company activities. For so long as the Company remains a financial holding company, the Bank must also maintain a Satisfactory or better rating under the Community Reinvestment Act (the “CRA”). During any period that the Bank fails to satisfy this requirement, the Company is prohibited from commencing any additional activity or acquiring control or shares of any company that would otherwise be permissible for a financial holding company under Section 4(k) of the BHC Act. The Bank currently satisfies all of the foregoing conditions.

Federal Banking Regulation

Federal banking regulators, such as the Federal Reserve and the FDIC, may prohibit the institutions over which they have supervisory authority from engaging in activities or investments that the agencies believe are unsafe or unsound banking practices. Federal banking regulators have extensive enforcement authority over the institutions they regulate to prohibit or correct activities that violate law, regulation or a regulatory agreement or which are deemed to be unsafe or unsound practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the removal of or restrictions on directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions.

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The Bank is subject to certain restrictions on extensions of credit to executive officers, directors, and principal stockholders or any related interest of such persons, which generally require that such credit extensions be made on substantially the same terms as those available to persons who are not related to the Bank and not involve more than the normal risk of repayment. Other laws tie the maximum amount that may be loaned to any one customer and its related interests to capital levels.

As part of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), each federal banking regulator adopted non-capital safety and soundness standards for institutions under its authority. These standards include internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. An institution that fails to meet those standards may be required by the agency to develop a plan acceptable to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions. We believe that the Bank meets substantially all standards that have been adopted. FDICIA also imposes capital standards on insured depository institutions.

The CRA requires the FDIC, in connection with its examination of financial institutions within its jurisdiction, to evaluate the record of those financial institutions in meeting the credit needs of their communities, including low and moderate income neighborhoods, consistent with principles of safe and sound banking practices. These factors are also considered by all regulatory agencies in evaluating mergers, acquisitions and applications to open a branch or facility. As of the date of its most recent examination report, the Bank had a CRA rating of “Satisfactory”.

The Bank is also subject to a variety of other laws and regulations with respect to the operation of its business, including, but not limited to, the Truth in Lending Act, the Truth in Savings Act, the Equal Credit Opportunity Act, the Electronic Funds Transfer Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act (the “FCRA”), Expedited Funds Availability (Regulation CC), Reserve Requirements (Regulation D), Privacy of Consumer Information (Regulation P), Margin Stock Loans (Regulation U), the Right To Financial Privacy Act, the Flood Disaster Protection Act, the Homeowners Protection Act, the Servicemembers Civil Relief Act, the Real Estate Settlement Procedures Act, the Telephone Consumer Protection Act, the CAN-SPAM Act, the Children’s Online Privacy Protection Act, and the John Warner National Defense Authorization Act.

Capital Requirements

In addition to operational requirements, the Bank and the Company are subject to risk-based capital regulations, which were adopted and are monitored by federal banking regulators. These regulations are used to evaluate capital adequacy and require an analysis of an institution’s asset risk profile and off-balance sheet exposures, such as unused loan commitments and stand-by letters of credit.

On July 2, 2013, the Federal Reserve approved final rules that substantially amended the regulatory risk-based capital rules applicable to the Company. The FDIC subsequently approved the same rules, which are applicable to the Bank. The final rules implement the ”Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act and were implemented as of March 31, 2015. 

The Basel III capital rules include new risk-based capital and leverage ratios, which were phased in from 2015 to 2019, and which refine the definition of what constitutes “capital” for purposes of calculating those ratios. The minimum capital level requirements applicable to the Company under the final rules are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The final rules also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. The following minimum ratios were in effect at the beginning of 2019: (a) a common equity Tier 1 capital ratio of 7.0%, (b) a Tier 1 capital ratio of 8.5% and (c) a total capital ratio of 10.5%. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

The Basel III capital final rules also implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses, as well as certain instruments that no longer qualify as Tier 1 capital, some of which will be phased out over time. Under the final rules, the effects of certain accumulated other comprehensive items are not excluded; however, banking organizations like the Company and the Bank that are not considered “advanced approaches” banking organizations may make a one-time permanent election to continue to exclude these items. The Company and the Bank made this election in their first quarter 2015 regulatory filings in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of the Company’s available-for-sale securities portfolio.

The Basel III capital rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. These revisions were effective January 1, 2015. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized”: (i) a new common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5% (increased from 4%).

The Basel III capital rules set forth certain changes for the calculation of risk-weighted assets. These changes include (i) an increased number of credit risk exposure categories and risk weights; (ii) an alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act; (iii) revisions to recognition of credit risk mitigation; (iv) rules for risk weighting of equity exposures and past due loans, and (v) revised capital treatment for derivatives and repo-style transactions.

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Regulators may require higher capital ratios when warranted by the particular circumstances or risk profile of a given banking organization. In the current regulatory environment, banking organizations must stay well-capitalized in order to receive favorable regulatory treatment on acquisition and other expansion activities and favorable risk-based deposit insurance assessments. Our capital policy establishes guidelines meeting these regulatory requirements and takes into consideration current or anticipated risks as well as potential future growth opportunities.

As of December 31, 2023, we were in compliance with the applicable requirements of the Basel III rules.

On September 17, 2019, the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

On April 6, 2020, in a joint statement, the FDIC, Federal Reserve and the Office of Comptroller of the Currency issued two interim final rules regarding temporary changes to the CBLR framework to implement provisions of the CARES Act. Under the interim final rules, the community bank leverage ratio was reduced to 8% beginning in the second quarter and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 8%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The Company has not opted-in to the CBLR framework.

Additional information about our capital ratios and requirements is contained in Item 7 of this Annual Report under the heading, “Capital Resources and Adequacy”.

Prompt Corrective Action

The Federal Deposit Insurance Act (the “FDI Act”) requires, among other things, the federal banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements. The FDI Act includes the following five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors, as established by regulation. The relevant capital measures are the total capital ratio, the Tier 1 capital ratio and the leverage ratio.

A bank will be (i) “well capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, and a leverage ratio of 5.0% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure, (ii) “adequately capitalized” if the institution has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 4.0% or greater, and a leverage ratio of 4.0% or greater and is not “well capitalized”, (iii) “undercapitalized” if the institution has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio of less than 4.0%, (iv) “significantly undercapitalized” if the institution has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 3.0% or a leverage ratio of less than 3.0%, and (v) “critically undercapitalized” if the institution’s tangible equity is equal to or less than 2.0% of average quarterly tangible assets. An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.

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Effective January 1, 2015, the Basel III capital rules revised the prompt corrective action requirements by (i) introducing the CET1 ratio requirement at each level (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category (other than critically undercapitalized), with the minimum Tier 1 capital ratio for well-capitalized status being 8%; and (iii) eliminating the provision that permitted a bank with a composite supervisory rating of 1 but a leverage ratio of at least 3% to be deemed adequately capitalized. The Basel III Capital Rules did not change the total risk-based capital requirement for any prompt corrective action category.

The FDI Act generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.” “Undercapitalized” institutions are subject to growth limitations and are required to submit a capital restoration plan. The agencies may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The bank holding company must also provide appropriate assurances of performance. The aggregate liability of the parent holding company is limited to the lesser of (i) an amount equal to 5.0% of the depository institution’s total assets at the time it became undercapitalized and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator.

The appropriate federal banking agency may, under certain circumstances, reclassify a well-capitalized insured depository institution as adequately capitalized. The FDI Act provides that an institution may be reclassified if the appropriate federal banking agency determines (after notice and opportunity for hearing) that the institution is in an unsafe or unsound condition or deems the institution to be engaging in an unsafe or unsound practice.

The appropriate agency is also permitted to require an adequately capitalized or undercapitalized institution to comply with the supervisory provisions as if the institution were in the next lower category (but not treat a significantly undercapitalized institution as critically undercapitalized) based on supervisory information other than the capital levels of the institution.

As of December 31, 2023, the Bank was “well capitalized” based on the aforementioned ratios.

Liquidity Requirements

We require cash to fund loans, satisfy our obligations under the Bank’s letters of credit, meet the deposit withdrawal demands of the Bank’s customers, and satisfy our other monetary obligations. To the extent that deposits are not adequate to fund these requirements, we can rely on the funding sources identified in Item 2 of this Annual Report under the heading, “Liquidity Management”. As of December 31, 2023, the Bank had $23.4 million available through unsecured and secured lines of credit with correspondent banks, $25.4 million available through a secured line of credit with the Fed Discount Window and approximately $70.0 million available through the Federal Home Loan Bank (“FHLB”). Management is not aware of any demands, commitments, events or uncertainties that are likely to materially affect our ability to meet our future liquidity requirements.          

Deposit Insurance

The Bank is a member of the FDIC and pays an insurance premium to the FDIC based upon its assessable deposits on a quarterly basis. Deposits are insured up to applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States Government. Deposits are insured by the FDIC through the Deposit Insurance Fund (the “DIF”) and such insurance is backed by the full faith and credit of the United States Government. Under the Dodd-Frank Act, a permanent increase in deposit insurance to $250,000 was authorized. The coverage limit is per depositor, per insured depository institution for each account ownership category.

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The Federal Deposit Insurance Reform Act of 2005, which created the DIF, gave the FDIC greater latitude in setting the assessment rates for insured depository institutions which could be used to impose minimum assessments. The FDIC has the flexibility to adopt actual rates that are higher or lower than the total base assessment rates adopted without notice and comment, if certain conditions are met.

The Dodd-Frank Act also set a new minimum DIF reserve ratio at 1.35% of estimated insured deposits. The FDIC was required to attain this ratio by September 30, 2020. The Dodd-Frank Act required the FDIC to redefine the deposit insurance assessment base for an insured depository institution. As redefined pursuant to the Dodd-Frank Act, an institution’s assessment base is now an amount equal to the institution’s average consolidated total assets during the assessment period minus average tangible equity. Institutions with less than $1.0 billion in assets at the end of a fiscal quarter, like the Bank, are permitted to report their average consolidated total assets on a weekly basis (rather than on a daily basis) and to report their average tangible equity on an end-of-quarter balance (rather than on an end-of-month balance).

The Bank expensed $339,016 and $180,196 in FDIC insurance premiums, including FICO assessments, in 2023 and 2022, respectively. The increase from 2022 to 2023 was due primarily to the increase in the FDIC’s minimum assessment and an increase in the Bank’s regulatory liquidity ratio.

The FDIC is authorized to conduct examinations of and require reporting by FDIC-insured institutions. It is also authorized to terminate a depository bank’s deposit insurance upon a finding by the FDIC that the bank’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency. The termination of deposit insurance would have a material adverse effect on our earnings, operations and financial condition.

Bank Secrecy Act/Anti-Money Laundering

The Bank Secrecy Act (“BSA”), which is intended to require financial institutions to develop policies, procedures, and practices to prevent and deter money laundering, mandates that every insured depository institution have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA.

The program must, at a minimum: (i) provide for a system of internal controls to assure ongoing compliance; (ii) provide for independent testing for compliance; (iii) designate an individual responsible for coordinating and monitoring day-to-day compliance; and (iv) provide training for appropriate personnel. In addition, state-chartered banks are required to adopt a customer identification program as part of its BSA compliance program. State-chartered banks are also required to file Suspicious Activity Reports when they detect certain known or suspected violations of federal law or suspicious transactions related to a money laundering activity or a violation of the BSA.

In addition to complying with the BSA, the Bank is subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”). The USA Patriot Act is designed to deny terrorists and criminals the ability to obtain access to the United States’ financial system and has significant implications for depository institutions, brokers, dealers, and other businesses involved in the transfer of money. The USA Patriot Act mandates that financial service companies implement additional policies and procedures and take heightened measures designed to address any or all of the following matters: customer identification programs, money laundering, terrorist financing, identifying and reporting suspicious activities and currency transactions, currency crimes, and cooperation between financial institutions and law enforcement authorities.

Mortgage Lending and Servicing

The Bank’s mortgage lending and servicing activities are subject to various laws and regulations that are enforced by the federal banking regulators and the CFPB, such as the Truth in Lending Act, the Real Estate Settlement Procedures Act, and various rules adopted thereunder, including those relating to consumer disclosures, appraisal requirements, mortgage originator compensation, prohibitions on mandatory arbitration provisions under certain circumstances, and the obligation to credit payments and provide payoff statements within certain time periods and provide certain notices prior to interest rate and payment adjustments.

The Bank is required to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Qualified mortgages that that are not “higher-priced” are afforded a safe harbor presumption of compliance with the ability to repay rules, while qualified mortgages that are “higher-priced” garner a rebuttable presumption of compliance with the ability to repay rules. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or a term exceeding 30 years, where the lender determines that the borrower has the ability to repay, and where the borrower’s points and fees do not exceed 3% of the total loan amount. “Higher-priced” mortgages must have escrow accounts for taxes and insurance and similar recurring expenses.

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Consumer Lending – Military Lending Act

The Military Lending Act (the “MLA”), which was initially implemented in 2007, was amended and its coverage significantly expanded in 2015. The Department of Defense (the “DOD”) issued a final rule under the MLA that took effect on October 15, 2015, but financial institutions were not required to take action until October 3, 2016. The types of credit covered under the MLA were expanded to include virtually all consumer loan and credit card products (except for loans secured by residential real property and certain purchase-money motor vehicle/personal property secured transactions). Lenders must now provide specific written and oral disclosures concerning the protections of the MLA to active duty members of the military and dependents of active duty members of the military (“covered borrowers”). The rule imposes a 36% “Military Annual Percentage Rate” cap that includes costs associated with credit insurance premiums, fees for ancillary products, finance charges associated with the transactions, and application and participation charges. In addition, loan terms cannot include (i) a mandatory arbitration provision, (ii) a waiver of consumer protection laws, (iii) mandatory allotments from military benefits, or (iv) a prepayment penalty. The revised rule also prohibits “roll-over” or refinances of the same loan unless the new loan provides more favorable terms for the covered borrower. Lenders may verify covered borrower status using a DOD database or information provided by credit bureaus. We believe that we are in compliance with the revised rule.

Cybersecurity

We rely on electronic communications and information systems to conduct our operations and store sensitive data. We employ an in-depth approach that leverages people, processes, and technology to manage and maintain cybersecurity controls. In addition, we employ a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures.

The federal banking regulators have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of a financial institution’s board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial products and services. The federal banking regulators expect financial institutions to establish lines of defense and to ensure that their risk management processes address the risk posed by compromised customer credentials, and also expect financial institutions to maintain sufficient business continuity planning processes to ensure rapid recovery, resumption and maintenance of the institution’s operations after a cyberattack. If we fail to meet the expectations set forth in this regulatory guidance, then we could be subject to various regulatory actions and we may be required to devote significant resources to any required remediation efforts.

Laws Related to the Insurance Subsidiary

The Insurance Subsidiary is treated as a separate legal entity for state law purposes and is licensed and supervised by the Tennessee Department of Commerce and Insurance as a series protected cell of a protected cell captive insurance company. Tennessee insurance law requires a protected cell to possess and maintain unimpaired paid-in capital and surplus of at least $25,000, and the Tennessee Department of Commerce and Insurance has the authority to prescribe additional requirements based on the type, volume and nature of insurance business to be conducted. No captive insurance company may pay a dividend out of, or other distribution with respect to, capital or surplus without the prior approval of the Tennessee Department of Commerce and Insurance.

The Insurance Subsidiary was formed with the intention that it be treated as a “captive insurance company” by the Internal Revenue Service (the “IRS”) so that, among other things, some or all of the premiums that we pay to the Insurance Subsidiary will be deductible as trade or business expenses. Because of the significant tax benefits that can be realized through the operation of a captive insurance company, the IRS has recently focused significant attention on these arrangements to ensure that they are not simply a disguise for self-insurance. Amounts paid to the Insurance Subsidiary are deductible only if they constitute “insurance premiums” under the IRC. The federal courts and the IRS have concluded that amounts paid to an insurance company will be deemed insurance premiums only if the arrangement under which those amounts were paid evidences an appropriate level of both “risk shifting” and “risk distribution.”

Moreover, our tax planning assumes that the Insurance Company will have made an effective election under Section 831(b) of the IRC for each taxable year in which it receives a premium so that it will be taxed only on its investment income (and not also on its premium income) generated in that year. A Section 831(b) election for a taxable year is available only if (i) the insurance company’s net written premiums (or, if greater, direct written premiums) for the year do not exceed $2.65 million and (ii) either (a) no more than 20% of the written premiums (net or direct, as applicable) for the year is attributable to any single insured or (b) the insurance company satisfies certain ownership diversification requirements specified in Section 831(b)(2)(B)(i)(II) of the IRC.

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The laws governing these arrangements are complicated and the positions taken by the IRS with respect to these laws and arrangements evolve and are subject to change. For additional information, see the risk factors entitled “We may not achieve the expected benefits from the Insurance Subsidiary” and “Certain of our U.S. consolidated federal income tax returns are currently being audited” in Item 1A of this annual report under the heading “Risks Relating to the Company and its Affiliates”.

SEC Regulation

The shares of the Company’s common stock are registered with the SEC under Section 12(g) of the Exchange Act and the Company is subject to the information reporting requirements, proxy solicitation requirements, insider trading restrictions and other requirements of the Exchange Act, including the requirements imposed under the federal Sarbanes-Oxley Act of 2002. Among other things, loans to and other transactions with insiders are subject to restrictions and heightened disclosure.

Governmental Monetary and Credit Policies and Economic Controls

The earnings and growth of the banking industry and ultimately of the Bank are affected by the monetary and credit policies of governmental authorities, including the Federal Reserve. An important function of the Federal Reserve is to regulate the national supply of bank credit in order to control recessionary and inflationary pressures. Among the instruments of monetary policy used by the Federal Reserve to implement these objectives are open market operations in U.S. Government securities, changes in the federal funds rate, changes in the discount rate of member bank borrowings, and changes in reserve requirements against member bank deposits. These means are used in varying combinations to influence overall growth of bank loans, investments and deposits and may also affect interest rates charged on loans or paid on deposits. The monetary policies of the Federal Reserve authorities have had a significant effect on the operating results of commercial banks in the past and are expected to continue to have such an effect in the future. In view of changing conditions in the national economy and in the money markets, as well as the effect of actions by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or their effect on our businesses and earnings.

Employees

As of December 31, 2023, we employed 94 individuals, of whom 90 were full-time employees.

Available Information

The Company maintains an Internet site at www.fmb1919.bank 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. Our SEC filings are also available to the public from the SEC's Internet site at http://www.sec.gov. The information on, or accessible through, these websites is not part of, or incorporated by reference into, this Annual Report on Form 10-K or any other document we that file with or furnish to the SEC.

ITEM 1A. RISK FACTORS.

The significant risks and uncertainties related to us, our business and our securities of which we are aware are discussed below. You should carefully consider these risks and uncertainties before making investment decisions in respect of our securities. Any of these factors could materially and adversely affect our business, financial condition, operating results and prospects and could negatively impact the market price of our securities. If any of these risks materialize, you could lose all or part of your investment in the Company. Additional risks and uncertainties that we do not yet know of, or that we currently think are immaterial, may also impair our business operations. You should also consider the other information contained in this annual report, including our financial statements and the related notes, before making investment decisions in respect of our securities.

Risks Relating to the Operations of the Company and its Affiliates

The Company’s future success depends on the successful growth of its subsidiaries.

The Company’s primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, the Company’s future profitability will depend on the success and growth of the Bank and any other subsidiary that it operates.

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We could be adversely affected by risks associated with future acquisitions and expansions.

Although our core growth strategy has historically focused around organic growth, we may from time to time consider acquisition and expansion opportunities involving a bank or other entity operating in the financial services industry. We cannot predict if or when we will engage in strategic transactions, or the nature or terms of any such transactions. To the extent that we grow through an acquisition, we cannot assure investors that we will be able to adequately and profitably manage that growth or that an acquired business will be integrated into our existing businesses as efficiently or as timely as we may anticipate. Acquiring another business would generally involve risks commonly associated with acquisitions, including:

• increased capital needs;

• increased and new regulatory and compliance requirements;

• implementation or remediation of controls, procedures and policies with respect to the acquired business;

• diversion of management time and focus from operation of our then-existing business to acquisition-integration challenges;

• coordination of product, sales, marketing and program and systems management functions;

• transition of the acquired business’s users and customers onto our systems;

• retention of employees from the acquired business;

• integration of employees from the acquired business into our organization;

• integration of the acquired business’s accounting, information management, human resources and other administrative systems and operations with ours;

• potential liability for activities of the acquired business prior to the acquisition, including violations of law, commercial disputes and tax and other known and unknown liabilities;

• potential increased litigation or other claims in connection with the acquired business, including claims brought by regulators, terminated employees, customers, former stockholders, vendors, or other third parties; and

• potential goodwill impairment.

Our failure to execute on our acquisition strategy could adversely affect our business, results of operations, financial condition and future prospects risks of unknown or contingent liabilities.

The majority of our business is concentrated in Maryland, much of which involves real estate lending, so a decline in the real estate and credit markets could materially and adversely impact our financial condition and results of operations.

Most of the Bank’s loans are made to borrowers located in Maryland, and many of these loans, including construction and land development loans, are secured by real estate. At December 31, 2023, approximately 4%, or $20 million, of our total loans were real estate acquisition, construction and development loans that were secured by real estate. Accordingly, a decline in local economic conditions would likely have an adverse impact on our financial condition and results of operations, and the impact on us would likely be greater than the impact felt by larger financial institutions whose loan portfolios are geographically diverse. We cannot guarantee that any risk management practices we implement to address our geographic and loan concentrations will be effective to prevent losses relating to our loan portfolio.

The Bank’s concentrations of commercial real estate loans could subject it to increased regulatory scrutiny and directives, which could force us to preserve or raise capital and/or limit future commercial lending activities.

The federal banking regulators believe that institutions with particularly high concentrations of commercial real estate (“CRE”) loans in their lending portfolios face a heightened risk of financial difficulties in the event of adverse changes in the economy and CRE markets. Accordingly, through published guidance, these regulators have directed institutions whose concentrations exceed certain percentages of capital to implement heightened risk management practices appropriate to their concentration risk. The guidance provides that banking regulators may require such institutions to reduce their concentrations and/or maintain higher capital ratios than institutions with lower concentrations in CRE. At December 31, 2023, our CRE concentrations were above the heightened risk management thresholds set forth in this guidance. No assurance can be given that the Company’s enhanced risk management practices and monitoring controls will be effective.

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The Bank may experience loan losses in excess of its allowance, which would reduce our earnings.

The risk of credit losses on loans varies with, among other things, general economic conditions, the type of loans being made, the creditworthiness of the borrowers over the term of the loans and, in the case of collateralized loans, the value and marketability of the collateral for the loans. Management of the Bank maintains an allowance for loan losses based upon, among other things, historical experience, an evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality. Based upon such factors, management makes various assumptions and judgments about the ultimate collectability of the loan portfolio and provides an allowance for credit losses based upon a percentage of the outstanding balances and for specific loans when their ultimate collectability is considered questionable. If management’s assumptions and judgments prove to be incorrect and the allowance for credit losses is inadequate to absorb future losses, or if the bank regulatory authorities require us to increase the allowance for credit losses as a part of its examination process, our earnings and capital could be significantly and adversely affected. Although management continually monitors our loan portfolio and makes determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic conditions differ substantially from the assumptions used or adverse developments arise with respect to our non-performing or performing loans. Material additions to the allowance for credit losses could result in a material decrease in our net income and capital, and could have a material adverse effect on our financial condition.

We depend on the accuracy and completeness of information about customers and counterparties, and inaccurate, incomplete or misleading information provided to us by these persons could cause us to suffer losses.

In deciding whether to extend credit or enter into other transactions, we rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. We also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on our business, financial condition and results of operations.

Our accounting estimates and risk management processes rely on analytical and forecasting models, the inadequacy of which could have a material adverse effect on our financial condition and/or results of operations.

The processes we use to estimate our expected credit losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depends upon the use of analytical and forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation, including flaws caused by failures in controls, data management, human error or from the reliance on technology. If the models we use for interest rate risk and asset-liability management are inadequate, we may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the models we use for estimating our expected credit losses are inadequate, the allowance for credit losses may not be sufficient to support future charge-offs. If the models we use to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments. Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.

Interest rates and other economic conditions will impact our results of operations.

Our net income depends primarily upon our net interest income. Net interest income is the difference between interest income earned on loans, investments and other interest-earning assets and the interest expense incurred on deposits and borrowed funds. The level of net interest income is primarily a function of the average balance of our interest-earning assets, the average balance of our interest-bearing liabilities, and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by such external factors as the local economy, competition for loans and deposits, the monetary policy of the Federal Open Market Committee of the Federal Reserve Board of Governors, and market interest rates.

Different types of assets and liabilities may react differently, and at different times, to changes in market interest rates. We expect that we will periodically experience gaps in the interest rate sensitivities of our assets and liabilities. That means either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. When interest-bearing liabilities mature or re-price more quickly than interest-earning assets, an increase in market rates of interest could reduce our net interest income. Likewise, when interest-earning assets mature or re-price more quickly than interest-bearing liabilities, falling interest rates could reduce our net interest income. We are unable to predict changes in market interest rates, which are affected by many factors beyond our control, including inflation, deflation, recession, unemployment, money supply, domestic and international events and changes in the United States and other financial markets.

We also attempt to manage risk from changes in market interest rates, in part, by controlling the mix of interest rate sensitive assets and interest rate sensitive liabilities. However, interest rate risk management techniques are not exact. A rapid increase or decrease in interest rates could adversely affect our results of operations and financial performance.

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The market value of our investments could decline.

As of December 31, 2023, investment securities in our investment portfolio having a cost basis of $186.9 million and a market value of $164.1 million were classified as available-for-sale pursuant to FASB Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities, relating to accounting for investments. Topic 320 requires that unrealized gains and losses in the estimated value of the available-for-sale portfolio be “marked to market” and reflected as a separate item in stockholders’ equity (net of tax) as accumulated other comprehensive gain or loss. There can be no assurance that future market performance of our investment portfolio will enable us to realize income from sales of securities. Stockholders’ equity will continue to reflect the unrealized gains and losses (net of tax) of these investments. Moreover, there can be no assurance that the market value of our investment portfolio will not decline, causing a corresponding decline in stockholders’ equity.

Management believes that several factors could affect the market value of our investment portfolio. These include, but are not limited to, changes in interest rates or expectations of changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation and the slope of the interest rate yield curve (the yield curve refers to the differences between shorter-term and longer-term interest rates; a positively sloped yield curve means shorter-term rates are lower than longer-term rates). Also, the passage of time will affect the market values of our investment securities, in that the closer they are to maturing, the closer the market price should be to par value. These and other factors may impact specific categories of the portfolio differently, and management cannot predict the effect these factors may have on any specific category.

Impairment of deferred tax assets could require charges to earnings, which could result in a negative impact on our results of operations.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Assessing the need for, or the sufficiency of, a valuation allowance requires management to evaluate all available evidence, both negative and positive, including the recent trend of quarterly earnings. Positive evidence necessary to overcome the negative evidence includes whether future taxable income in sufficient amounts and character within the carryback and carry forward periods is available under the tax law, including the use of tax planning strategies. When negative evidence (e.g., cumulative losses in recent years, history of operating loss or tax credit carry forwards expiring unused) exists, more positive evidence than negative evidence will be necessary. At December 31, 2023, our net deferred tax assets were valued at $8.3 million.

The impact of each of these impairment matters could have a material adverse effect on our business, results of operations, and financial condition.

We operate in a competitive environment, and our inability to effectively compete could adversely and materially impact our financial condition and results of operations.

We operate in a competitive environment, competing for loans, deposits, and customers with commercial banks, savings associations and other financial entities. Competition for deposits comes primarily from other commercial banks, savings associations, credit unions, money market and mutual funds and other investment alternatives. Competition for loans comes primarily from other commercial banks, savings associations, mortgage banking firms, credit unions and other financial intermediaries. Competition for other products, such as securities products, comes from other banks, securities and brokerage companies, and other non-bank financial service providers in our market area. Many of these competitors are much larger in terms of total assets and capitalization, have greater access to capital markets, and/or offer a broader range of financial services than those that we offer. In addition, banks with a larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the needs of larger customers.

In addition, changes to the banking laws over the last several years have facilitated interstate branching, merger and expanded activities by banks and holding companies. For example, the federal Gramm-Leach-Bliley Act revised the BHC Act and repealed the affiliation provisions of the Glass-Steagall Act of 1933, which, taken together, limited the securities and other non-banking activities of any company that controls an FDIC insured financial institution. As a result, the ability of financial institutions to branch across state lines and the ability of these institutions to engage in previously-prohibited activities are now accepted elements of competition in the banking industry. These changes may bring us into competition with more and a wider array of institutions, which may reduce our ability to attract or retain customers. Management cannot predict the extent to which we will face such additional competition or the degree to which such competition will impact our financial conditions or results of operations.

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The banking industry is heavily regulated; significant regulatory changes could adversely affect our operations.

Our operations will be impacted by current and future legislation and by the policies established from time to time by various federal and state regulatory authorities. The Company is subject to supervision by the Federal Reserve. The Bank is subject to supervision and periodic examination by the Maryland Commissioner and the FDIC. The Insurance Subsidiary is subject to supervision and periodic examination by the Tennessee Insurance Department. Banking regulations, designed primarily for the safety of depositors, and insurance regulations, designed primarily for the safety of insureds, may limit a financial institution’s growth and the return to its investors by restricting such activities as the payment of dividends, mergers with or acquisitions by other institutions, investments, loans and interest rates, interest rates paid on deposits, expansion of branch offices, and the offering of securities or trust services. The Company and the Bank are also subject to capitalization guidelines established by federal law and the Insurance Subsidiary is subject to capitalization guidelines established by Tennessee law, and could be subject to enforcement actions to the extent that they are found by regulatory examiners to be undercapitalized. It is not possible to predict what changes, if any, will be made to existing federal and state legislation and regulations or the effect that such changes may have on our future business and earnings prospects. Management also cannot predict the nature or the extent of the effect on our business and earnings of future fiscal or monetary policies, economic controls, or new federal or state legislation. Further, the cost of compliance with regulatory requirements may adversely affect our ability to operate profitably.

The Consumer Financial Protection Bureau may continue to reshape the consumer financial laws through rulemaking and enforcement of the prohibitions against unfair, deceptive and abusive business practices. Compliance with any such change may impact our business operations.

The CFPB has broad rulemaking authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. The CFPB has also been directed to adopt rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The concept of what may be considered to be an “abusive” practice is fluid and can change based on politically-appointed leadership at the CFPB. The full scope of the impact of this authority has not yet been determined as the CFPB has not yet released significant supervisory guidance. Any new rules adopted by the CFPB could require the Bank to dedicate significant personnel resources and could have a material adverse effect on our operations.

Bank regulators and other regulations, including the Basel III Capital Rules, may require higher capital levels, impacting our ability to pay dividends or repurchase our stock.

The capital standards to which we are subject, including the standards created by the Basel III Capital Rules, may materially limit our ability to use our capital resources and/or could require us to raise additional capital by issuing common stock. The issuance of additional shares of common stock could dilute existing stockholders.

A material weakness or significant deficiency in our disclosure or internal controls could have an adverse effect on us.

The Company is required by the Sarbanes-Oxley Act of 2002 to establish and maintain disclosure controls and procedures and internal control over financial reporting. These control systems are intended to provide reasonable assurance that material information relating to the Company is made known to our management and reported as required by the Exchange Act, to provide reasonable assurance regarding the reliability and preparation of our financial statements, and to provide reasonable assurance that fraud and other unauthorized uses of our assets are detected and prevented. We may not be able to maintain controls and procedures that are effective at the reasonable assurance level. If that were to happen, our ability to provide timely and accurate information about the Company, including financial information, to investors could be compromised and our results of operations could be harmed. Moreover, if the Company or its independent registered public accounting firm were to identify a material weakness or significant deficiency in any of those control systems, our reputation could be harmed and investors could lose confidence in us, which could cause the market price of the Company’s stock to decline and/or limit the trading market for the common stock.

Customer concern about deposit insurance may cause a decrease in deposits held at the Bank.

Due to the large number of bank failures that have occurred since the 2008 recession, banking customers across the country have become increasingly concerned about the extent to which their deposits are insured by the FDIC. This concern could cause the Bank’s customers to withdraw deposits from the Bank in an effort to ensure that the amount they have on deposit with us is fully-insured. Because the Bank relies heavily on deposits to fund loans and purchase other interest-earning assets, a decrease in deposits could have a materially adverse effect on our funding costs and net income.

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The Bank’s funding sources may prove insufficient to replace deposits and support our future growth.

The Bank relies on customer deposits, advances from the FHLB, lines of credit at other financial institutions and brokered funds to fund our operations. Although the Bank has historically been able to replace maturing deposits and advances if desired, no assurance can be given that the Bank would be able to replace such funds in the future if our financial condition or the financial condition of the FHLB or market conditions were to change. Our financial flexibility will be severely constrained and/or our cost of funds will increase if we are unable to maintain our access to funding or if financing necessary to accommodate future growth is not available at favorable interest rates. Finally, if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In that case, our profitability would be adversely affected.

We may need to raise additional capital in the future, and such capital may not be available when needed or at all.

The Company may need to raise additional capital in the future to provide it with sufficient capital resources and liquidity to meet our commitments and business needs including complying with new regulatory capital rules, particularly if its asset quality or earnings were to deteriorate significantly. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of its control, and its financial condition. Economic conditions and the loss of confidence in financial institutions may limit access to certain customary sources of capital, and increase the Bank’s cost of raising capital. No assurance can be given that such capital will be available on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of depositors, investors or counterparties participating in the capital markets may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Moreover, if we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms as and when needed could have a materially adverse effect on our business, financial condition and results of operations.

The Bank’s lending activities subject the Bank to the risk of environmental liabilities.

A significant portion of the Bank’s loan portfolio is secured by real property. During the ordinary course of business, the Bank may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Bank may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Bank to incur substantial expenses and may materially reduce the affected property’s value or limit the Bank’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Bank’s exposure to environmental liability. Although the Bank has policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.

We may be subject to claims and the costs of defensive actions, and such claims and costs could materially and adversely impact our financial condition and results of operations.

Our customers may sue us for losses due to alleged breaches of fiduciary duties, errors and omissions of employees, officers and agents, incomplete documentation, our failure to comply with applicable laws and regulations, or many other reasons. Also, our employees may knowingly or unknowingly violate laws and regulations. Management may not be aware of any violations until after their occurrence. This lack of knowledge may not insulate us from liability. Claims and legal actions will result in legal expenses and could subject us to liabilities that may reduce our profitability and hurt our financial condition.

We may not be able to keep pace with developments in technology.

We use various technologies in conducting our businesses, including telecommunication, data processing, computers, automation, internet-based banking, and debit cards. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. Our future success depends, in part, on our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology driven products and services or be successful in marketing these products and services to our customers. In addition, our implementation of certain new technologies, such as those related to artificial intelligence, automation and algorithms, in our business processes may have unintended consequences due to their limitations or our failure to use them effectively. In addition, cloud technologies are also critical to the operation of our systems, and our reliance on cloud technologies is growing. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on our business, financial condition and results of operations.

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Our information systems may experience an interruption or a breach in security, including due to cyber-attacks.

Our business depends heavily on the use of computer systems, the Internet and other means of electronic communication and recordkeeping. In the ordinary course of business, we collect and store sensitive data, including proprietary business information and personally identifiable information of our customers and employees in systems and on networks. Moreover, we use third party vendors to provide products and services necessary to conduct our day-to-day operations, which exposes us to the risk that these vendors will not perform in accordance with the service arrangements, including by failing to protect the confidential information we entrust to them. The secure processing, maintenance, and use of our and our customers’ information is critical to our operations and business strategy. Any failure, interruption, or breach in security or operational integrity of our communications or operations systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan, and other systems. Although we have invested in various technologies and continually review processes and practices that are designed to protect our networks, computers, and data from damage or unauthorized access, our computer systems and infrastructure, and those of our third-party vendors, may nevertheless be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. Further, cyber-attacks can originate from a variety of sources and the techniques used are increasingly sophisticated. A breach of any kind could compromise our systems and those of our vendors, and the information stored there could be accessed, damaged, or disclosed. A breach in security or other failure could result in legal claims, regulatory penalties, disruptions in operations, increased expenses, loss of customers and business partners, and damage to our reputation, which could in turn adversely affect our business, financial condition and/or results of operations. Furthermore, as cyber threats continue to evolve and increase, we may be required to expend significant additional financial and operational resources to modify or enhance our protective measures, or to investigate and remediate any identified information security vulnerabilities.

We may not achieve the expected benefits from the Insurance Subsidiary.

We formed the Insurance Subsidiary as a captive insurance company in late 2016 to insure or reinsure certain risks faced by the Bank as part of our enterprise-wide, multi-year insurance strategy to better position our risk programs and provide us with increased flexibility in the management of our insurance programs as well as contribute to efficiencies relating to our insurance programs over time. As indicated by our decision to not renew our most recent policy, we may deviate from or change our insurance strategy from time to time, such as by choosing to not purchase insurance coverage through the Insurance Subsidiary for a particular year. If we do purchase insurance coverage through the Insurance Subsidiary, we may experience unanticipated events that could reduce or eliminate the benefits, both operational and financial, that we hope to realize through this entity, including, without limitation, significant insurance claims and/or changes in tax laws. In particular, we may not realize the tax benefits of owning a captive insurance company, which are discussed in the section of Item 1 of this annual report entitled “Supervision and Regulation” under the heading “Laws Related to the Insurance Subsidiary”. Although we believe that we have structured the Insurance Subsidiary’s operations to achieve these benefits, no assurance can be given that our efforts were or will be successful. If we are unable to achieve these benefits, then we will likely suspend the operations of the Insurance Subsidiary.

It should be noted that the operation by financial holding companies of captive insurance companies having a structure similar to the Insurance Subsidiary and FCBI is a relatively new development. If we are not able to successfully manage the Insurance Subsidiary, then our financial condition and/or results of operations could be materially and adversely impacted.

Certain of our U.S. consolidated federal income tax returns are currently being audited.

In April 2018, we were notified by the IRS that our 2016 U.S. consolidated federal tax return was selected for audit. In April 2020, we were notified by the IRS that our 2017 and 2018 U.S. consolidated federal tax returns had also been selected for audit. As part of its audits, the IRS reviewed the deductions related to, and the income generated by, the Insurance Subsidiary. Following the completion of its audits, the IRS determined that it disagreed with our tax treatment of the Insurance Subsidiary in 2016, 2017 and 2018, and we have appealed such determination. Management cannot predict whether our appeal and defense of our tax positions will be successful. If our appeal is not successful, then we could be required to pay taxes, interest, and penalties totaling approximately $1.9 million as of December 31, 2023 for the tax years under audit 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. See Note 12 to the consolidated financial statements presented elsewhere in this report for further information about this risk.

In August 2023, the IRS notified us that our 2019 and 2020 U.S. consolidated federal tax returns had been selected for audit. In January 2023, the IRS notified us that our 2021 U.S. consolidated federal tax return had also been selected for audit. Management cannot predict whether any of the tax positions taken in our 2019, 2020 or 2021 returns will be challenged by the IRS or, if challenged, whether we will be successful in defending those tax positions. If we are not successful in defending a challenge, then we may be required to amend the applicable tax return and pay additional taxes, interest, fines and/or penalties of approximately $1.5 million.

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Compliance with ever-evolving federal and state laws relating to the handling of information about individuals involves significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.

We are subject to a number of U.S. federal, state, local and foreign laws and regulations relating to consumer privacy and data protection. Under privacy protection provisions of the GLBA and its implementing regulations and guidance, we are limited in our ability to disclose certain non-public information about consumers to nonaffiliated third parties. The GLBA regulates, among other things, the use of certain information about individuals (“non-public personal information”) in the context of the provision of financial services, including by banks and other financial institutions. The GLBA includes both a “Privacy Rule,” which imposes obligations on financial institutions relating to the use or disclosure of non-public personal information, and a “Safeguards Rule,” which imposes obligations on financial institutions and, indirectly, their service providers to implement and maintain physical, administrative and technological measures to protect the security of non-public personal financial information. Any failure to comply with the GLBA could result in substantial financial penalties and significant reputational harm. Multiple states have recently enacted, or are expected to enact, stringent privacy laws, not all of which exempt financial institutions categorically. Many other states are currently reviewing or proposing the need for greater regulation of the collection, sharing, use and other processing of information related to individuals for marketing purposes or otherwise, and there remains increased interest at the federal level as well. Further, to comply with the varying state laws around data breaches, we must maintain adequate security measures, which require significant investments in resources and ongoing attention.

Additionally, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet are or may become applicable to our business, such as the Telephone Consumer Protection Act, the CAN-SPAM Act, and similar state consumer protection and communication privacy laws. We occasionally make telephone calls and/or send SMS text messages to customers. The actual or perceived improper calling of customer phones and/or sending of text messages may subject us to potential risks, including liabilities or claims relating to consumer protection laws such as the Telephone Consumer Protection Act. Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct telemarketing and/or SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. Any future such litigation against us could be costly and time-consuming to defend. In particular, the Telephone Consumer Protection Act imposes significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person being contacted. Federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide, form of consents we obtain or our outreach practices are not adequate or violate applicable law. This may in the future result in civil claims against us. Claims that we have violated the Telephone Consumer Protection Act could be costly to litigate, whether or not they have merit, and could expose us to substantial statutory damages or costly settlements.

We also send marketing messages via email and are subject to the CAN-SPAM Act. The CAN-SPAM Act imposes certain obligations regarding the content of emails and providing opt-outs (with the corresponding requirement to honor such opt-outs promptly). While we strive to ensure that all of our marketing communications comply with the requirements set forth in the CAN-SPAM Act, any violations could result in the FTC seeking civil penalties against us.

Moreover, we are considered a “user” of consumer reports provided by consumer reporting agencies under the FCRA, as amended by the Fair and Accurate Credit Transactions Act. FCRA regulates and protects consumer information collected by consumer reporting agencies and imposes specific obligations on “users” of consumer reports. Such obligations may include restricting the sharing of information contained in a consumer report, notifying consumers when such reports are used to make an adverse decision, and, in the context of completing employee background checks, providing a notice containing certain disclosures to the consumer and obtaining their consent.

Consumers may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions, such as paying bills and/or transferring funds directly without the assistance of banks. Although the digital asset marketplace has in recent months experienced substantial instability, transactions utilizing digital assets, including cryptocurrencies, stablecoins and other similar assets, have increased substantially over the course of the last several years. Certain characteristics of digital asset transactions, such as the speed with which such transactions can be conducted, the ability to transact without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, and the anonymous nature of the transactions, are appealing to certain consumers notwithstanding the various risks posed by such transactions as illustrated by the current and ongoing market volatility. Accordingly, digital asset service providers, which at present are not subject to the extensive regulation of banking organizations and other financial institutions, have become active competitors for our customers’ banking business. The process of eliminating banks as intermediaries, known as “disintermediation”, could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. Further, an initiative by the CFPB, as prompted by the current Presidential Administration, to promote “open and decentralized banking” through the proposal of a Personal Financial Data Rights rule designed to facilitate the transfer of customer information at the direction of the customer to other financial institutions could lead to greater competition for products and services among banks and nonbanks alike if a final rule is adopted. The timing of and prospects for any such action are uncertain at this time. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.

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The loss of key personnel could disrupt our operations and result in reduced earnings.

Our growth and profitability will depend upon our ability to attract and retain skilled managerial, marketing and technical personnel.  Competition for qualified personnel in the financial services industry is intense, and there can be no assurance that we will be successful in attracting and retaining such personnel.  Our current executive officers provide valuable services based on their many years of experience and in-depth knowledge of the banking industry and the market areas we serve.  Due to the intense competition for financial professionals, it might be difficult to find qualified replacements in the event that a key employee’s employment were to terminate, which could disrupt the continuity of operations and/or result in a reduction in earnings. 

We are a community bank and our ability to maintain our reputation is critical to the success of our business.

We are a community banking institution, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our current market and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.

Risks Relating to Ownership of Our Common Stock

Our ability to pay dividends on the common stock is limited by applicable law, and the payment of dividends is at the discretion of our board of directors.

Because the Company is not engaged in any direct business activities, the Company expects to fund dividends, if and when declared by the Company’s board of directors, using cash received from the Bank and the Insurance Subsidiary. No assurance can be given that the Bank or the Insurance Subsidiary will be able to pay dividends to the Company for these purposes at times and/or in amounts requested by the Company. Both federal and Maryland laws impose restrictions on the ability of the Bank to pay dividends, and Tennessee law imposes restrictions on the Insurance Subsidiary’s ability to pay dividends. Further information about these limitations is contained in Item 5 of Part II of this annual report under the heading, “Market Price Analysis and Dividends”.

Notwithstanding the foregoing, stockholders must understand that the declaration and payment of dividends and the amounts thereof are at the discretion of the Company’s board of directors. Thus, even at times when the Company could pay cash dividends on its common stock, neither the payment of such dividends nor the amounts thereof can be guaranteed.

The shares of common stock are not insured.

The shares of our common stock are not deposits and are not insured against loss by the FDIC or any other governmental or private agency.

Our common stock is not heavily traded, and the stock price may fluctuate significantly.

Our common stock is not traded on any exchange. Certain brokers currently make a market in the common stock by trading shares in the over-the-counter market, but such transactions are infrequent and the volume of shares traded is relatively small. Management cannot predict whether these or other brokers will continue to make a market in our common stock. Prices on stock that is not heavily traded, such as our common stock, can be more volatile than stock trading in an active public market. Factors such as our financial results, the introduction of new products and services by us or our competitors, publicity regarding the banking industry, and various other factors affecting the banking industry may have a significant impact on the market price of the shares of our common stock. Likewise, events that are unrelated to the Company but that affect the equity markets generally, such as international health crises, wars, political instability and similar factors, could also have a significant impact on the market price and trading volume of the shares of common stock. Management also cannot predict the extent to which an active public market for our common stock will develop or be sustained in the future. Accordingly, stockholders may not be able to sell their shares of our common stock at the volumes, prices, or times that they desire.

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The Company’s Articles of Incorporation and Bylaws and Maryland law may discourage a corporate takeover.

The Company’s Articles of Incorporation (the “Charter”) and Bylaws contain certain provisions designed to enhance the ability of the Company’s board of directors to deal with attempts to acquire control of the Company. First, the board of directors is classified into four classes. Directors of each class serve for staggered four-year periods, and no director may be removed except for cause, and then only by the affirmative vote of a majority of the outstanding voting stock. Second, the board has the authority to classify and reclassify unissued shares of stock of any class or series of stock by setting, fixing, eliminating, or altering in any one or more respects the preferences, rights, voting powers, restrictions and qualifications of, dividends on, and redemption, conversion, exchange, and other rights of, such securities. The board could use this authority, along with its authority to authorize the issuance of securities of any class or series, to issue shares having terms favorable to management to a person or persons affiliated with or otherwise friendly to management. In addition, the Bylaws require any stockholder who desires to nominate a director to abide by strict notice requirements.

Maryland laws include provisions that could discourage a sale or takeover of the Company. The Maryland Business Combination Act generally prohibits, subject to certain limited exceptions, corporations from being involved in any “business combination” (defined as a variety of transactions, including a merger, consolidation, share exchange, asset transfer or issuance or reclassification of equity securities) with any “interested stockholder” for a period of five years following the most recent date on which the interested shareholder became an interested stockholder. An interested stockholder is defined generally as a person who is the beneficial owner of 10% or more of the voting power of the outstanding voting stock of the corporation after the date on which the corporation had 100 or more beneficial owners of its stock or who is an affiliate or associate of the corporation and was the beneficial owner, directly or indirectly, of 10% percent or more of the voting power of the then outstanding stock of the corporation at any time within the two-year period immediately prior to the date in question and after the date on which the corporation had 100 or more beneficial owners of its stock. The Maryland Control Share Acquisition Act applies to acquisitions of “control shares”, which, subject to certain exceptions, are shares the acquisition of which entitle the holder, directly or indirectly, to exercise or direct the exercise of the voting power of shares of stock of the corporation in the election of directors within any of the following ranges of voting power: one-tenth or more, but less than one-third of all voting power; one-third or more, but less than a majority of all voting power or a majority or more of all voting power. Control shares have limited voting rights. Maryland banking law provides that the Maryland Commissioner must approve certain acquisitions of the common stock of the Company or the Bank, and this law imposes a mandatory five-year voting prohibition on shares that are acquired without the required approval.

Although these provisions do not preclude a takeover, they may have the effect of discouraging, delaying or deferring a tender offer or takeover attempt that a shareholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the common stock. Such provisions will also render the removal of the Company’s board of directors and of management more difficult and, therefore, may serve to perpetuate current management. These provisions could potentially adversely affect the market prices of the Company’s securities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

This Item 1B is not applicable because the Company is a “smaller reporting company”.

ITEM 1C. CYBERSECURITY

The Company’s cybersecurity risk program was developed and is maintained to identify, analyze, and remediate the associated risks that cyber threats pose to our organization, particularly in light of our continually increasing reliance on technology in delivering electronic banking solutions and supporting our computer network. The program is overseen and executed by a team of experienced, certified cybersecurity professionals.

The objective of our program is to avoid or minimize the impact of external threats and efforts to disrupt and/or gain unauthorized access to our computer systems and the secure customer data information stored on these systems. Our computer environment is aligned with the National Institute of Standards and Technology Cybersecurity (the “NIST”) framework, banking regulations, and other applicable security industry standards and protocols. We use industry expert vendors to provide 24/7/365 threat intelligence and network security monitoring and to provide periodic risk assessment audits, in addition to the periodic information technology audit examinations conducted by the FDIC and Maryland Commissioner. Our President and our Information Technology Security/Compliance Officer provide periodic reports, recommendations and information about industry best practices to the Board of Directors, the Board’s Audit Committee, and the Bank’s Information Technology Strategic Planning Committee.

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Our Information Technology Security/Compliance Officer is primarily responsible for the ongoing review and management of our cybersecurity risk program and provides quarterly reports and other information throughout the year to our President, our Board of Directors, the Board’s Audit Committee and its Executive Committee, and the Bank’s Information Technology Strategic Planning Committee for the purpose of providing them with an understanding of our ongoing monitoring activities and preparedness with respect to our cybersecurity risks so that they can engage in an informed review of our program and direct the implementation of our ongoing monitoring activities and preparedness with respect to our cybersecurity risks so that they can engage in an informed review of our program and direct the implementation of appropriate changes as and when needed.

IT Security/Compliance – Annual Cybersecurity Risk Assessment (Board Review/Approval)

Our Information Technology Security/Compliance Officer completed a comprehensive self-assessment of the Federal Financial Institutions Examination Council Cybersecurity Assessment Tool (“CAT”). The CAT is developed by the Financial Service Sector Coordinating Council and is aligned to the NIST Cybersecurity framework in the identification of organizational risks and determination of cybersecurity preparedness. These assessments take into account our organizational characteristics and actual and perceived external threats and evaluate, among other things, how those threats could impact and be impacted by our technologies and connection types, our delivery channels, our online and mobile banking products and other electronic banking services, our risk management oversight and controls, our dependence on outside vendors and how we manage those relationships, and our cybersecurity incident management process. The Company’s third-party information technology network security consultant reviews the completed CAT reports, along with our annual information technology risk assessment audit reviews.

Cybersecurity Defense Approach

We deploy and maintain a layered cybersecurity defense approach to securely protect our network computer systems, software applications, and stored data/information resources. As a first layer of defense, we employ a multi-faceted firewall and replication of primary and backup servers in our computer network. The Company receives daily and weekly reports and cybersecurity activity alerts, which are reviewed by our network administration management team. Our President and our Information Technology Security/Compliance Officer present quarterly Customer Data & Information Systems Security Program report updates to our boards of directors and their joint Executive Committee.

Third-Party Vendor Management

In accordance with the FDIC’s information technology (“IT”) compliance requirement for an annual vendor risk management program, the Bank developed a vendor management policy and performs an annual risk assessment review. This comprehensive review of mission-critical bank industry and network security vendors includes annual review of vendor compliance reports performed by accounting and audit firms, reviews of annual financial reports for vendors, and risk assessment reviews encompassing vendor performance, information technology compliance, operations, quality of service and support, contractual compliance, and business resumption contingency plans. These annual vendor management risk assessments are evaluated by the bank’s designated Information Technology Security/Compliance Officer for review and authorization by the bank’s President and senior information technology management, with final presentation, review, and approval by the Board of Directors. Complementing the Bank’s vendor risk assessment review and program, are additional risk assessment evaluations including the FDIC Risk Assessment, inclusive of network systems risk assessment, customer information systems risk assessment, and electronic banking vendor management risk assessment. Additionally, the Bank maintains a disaster recovery policy and conducts annual disaster recovery testing with respect to its mission-critical software vendor applications, as well as performs an annual business impact analysis that evaluates each mission-critical vendor in a prioritized hierarchy of hardware and software restoration relative to specified recovery time objectives and recovery time objectives in accordance with the FDIC’s information technology compliance requirements.

Incident Response Program

In accordance with the FDIC’s requirement for development of an annual IT incident response policy, the Bank maintains an incident response and computer forensics policy. This policy is reviewed on an annual basis and updated as necessary by the Bank’s President and its Information Technology Security/Compliance Officer and then presented for review and approval by the Bank’s Board of Directors. The policy is also reviewed as part of an annual network security risk assessment audit conducted by the Bank’s IT security consultant and by the FDIC and the Maryland Commissioner when they conduct their IT examinations. The Bank has established incident alert levels, response and recovery timeframes, and computer forensics procedures for cybersecurity attack events, data breaches of sensitive information, systems failures and alerts, and corresponding customer and key contact notification including regulatory, vendors, local authorities, and bank directors/employees. The Bank annually contracts with a third-party industry expert vendor to provide computer forensics guidance and escalated support in the event of a cybersecurity incident when such vendor’s expertise and resources are needed.

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Security Awareness and Training

The Bank maintains a program led by our Information Technology Security/Compliance Officer that is intended to comply with the FDIC’s requirement for annual network security training of all employees. This training program includes a comprehensive network security overview, including phishing and ransomware awareness training, a summary review of the Bank’s disaster recovery and pandemic plans, and an annual renewal and authorization of an employee network acceptable use policy. In addition, the Bank’s IT management and network administrators attend periodic training programs and certifications, review regulatory compliance and industry IT security briefs, and participate in vendor application quality assurance reviews. Finally, we provide our customers with information about cybersecurity awareness and electronic banking security practices, phishing and malware awareness, and fraudulent scams targeting customers on our dedicated website.

ITEM 2. PROPERTIES

The Bank owns properties at which it operates branches at the following locations:

Main Office	Owings Mills Branch	Eldersburg Branch
15226 Hanover Pike	9320 Lakeside Boulevard	1321 Liberty Road
Upperco, MD 21155	Owings Mills, MD 21117	Eldersburg, MD 21784
Reisterstown Branch	Westminster Branch
25 Westminster Pike	275 Clifton Boulevard
Reisterstown, MD 21136	Westminster, MD 21157

The Bank’s book value investment in land and buildings at December 31, 2023 totaled $5.6 million or 1% of total assets. Other than for banking purposes, the Bank does not invest in real estate. For future expansion purposes, the Bank owns two properties adjacent to its main office at 15216 and 15218 Hanover Pike, Upperco, Maryland 21155. The properties presently consist of two lots, each with a single family residence. One property is rented on a month-to-month lease. The other property has not been rented since 2011. The total rental income for both properties for 2023 was $10,200.

There are no encumbrances on any of these properties. Management believes that all of its properties are adequately insured. In 2023 and 2022, the properties owned by the Bank in Baltimore County, Maryland were subject to state and county real estate taxes at a combined rate of 1.21%, and the property owned by the Bank in Carroll County, Maryland was subject to state, county and municipal real estate taxes at combined rate of 1.69%. The Bank expensed $82,595 and $85,379, respectively, in real estate taxes on these properties in 2023 and 2022.

The Bank operates under leases at the following properties:

Location	Square Feet		Current Annual Rent		Lease Expiration
Greenmount In-Store Branch 2205 Hanover Pike Hampstead, MD 21074		709	$	59,813	1/31/2028
Hampstead Branch 735 Hanover Pike Hampstead, MD 21074 (Land lease)		22,000	$	59,241	9/30/2024 with option to renew for five consecutive five-year terms
Corporate Offices 4510 Lower Beckleysville Road Suite H Hampstead, MD 20174		4,171	$	49,372	6/17/2025, with option to renew for three consecutive five-year terms
Carroll Lutheran Village Branch 300 St. Luke Circle Westminster, MD 21158		1,024	$	24,806	5/15/2028, with option to renew for one five-year terms

Note 6 and Note 8 to the consolidated financial statements included elsewhere in this annual report contain additional information about the Bank’s premises and equipment.

ITEM 3. LEGAL PROCEEDINGS

We are at times, in the ordinary course of business, subject to legal actions. Management, upon the advice of counsel, believes that losses, if any, resulting from current legal actions will not have a material adverse effect on our financial condition or results of operations

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

- 22 -

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price Analysis and Dividends

As of February 28, 2024, the shares of the Company’s common stock were held by approximately 467 stockholders of record. Although many trades occur through privately-negotiated transactions, the shares of the Company’s common stock are traded in the over-the-counter market by certain broker-dealers and price quotations are available through the OTC Markets Group’s OTC Pink Market (the “Pink Market”) under the symbol “FMFG”. Price quotations reported through the Pink Market reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.

The Company’s ability to declare and pay dividends is limited by applicable laws. Subject to these laws, the payment of dividends is at the discretion of the Company’s board of directors, who considers such factors as operating results, financial condition, capital adequacy, regulatory requirements, and stockholder return. Maryland corporation laws prohibit the Company from paying dividends on our capital stock, including the common stock, unless, after giving effect to a proposed dividend, (i) we will be able to pay our debts as they come due in the normal course of business and (ii) our total assets will be greater than our total liabilities plus, unless our Charter permits otherwise, the amount that would be needed, if we were to be dissolved at the time of the dividend, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the dividend. Notwithstanding our inability to pay dividends pursuant to item (ii) above, we may nevertheless pay dividends out of (a) our net earnings for the fiscal year in which the distribution is made, (b) our net earnings for the preceding fiscal year, or (c) the sum of our net earnings for the preceding eight fiscal quarters.

The Company’s ability to pay dividends will be largely dependent on its receipt of dividends from the Bank and/or the Insurance Subsidiary. Like the Company, the Bank’s ability to declare and pay dividends is subject to limitations imposed by federal and Maryland banking and Maryland corporation laws, and the Insurance Subsidiary’s ability to declare and pay dividends is subject to limitations imposed by Tennessee insurance laws.

Federal law prohibits the payment of a dividend by an insured depository institution if the depository institution is considered “undercapitalized” or if the payment of the dividend would make the institution “undercapitalized”. Maryland state-chartered banks may pay dividends only out of undivided profits or, with the prior approval of the Maryland Commissioner, from surplus in excess of 100% of required capital stock. If, however, the surplus of a Maryland bank is less than 100% of its required capital stock, then cash dividends may not be paid in excess of 90% of net earnings. In addition to these specific restrictions, bank regulatory agencies have the ability to prohibit a proposed dividend by a financial institution that would otherwise be permitted under applicable law if the regulatory body determines that the payment of the dividend would constitute an unsafe or unsound banking practice. A bank that is considered to be a “troubled institution” is prohibited by federal law from paying dividends altogether.

Under Tennessee insurance law, the Insurance Subsidiary must maintain a minimum level of unimpaired paid-in capital and surplus, and it is prohibited from paying a dividend out of, or other distribution with respect to, capital or surplus without the prior approval of the Tennessee Insurance Department.

Equity Compensation Plan Information

Pursuant to the SEC’s Regulation S-K Compliance and Disclosure Interpretation 106.01, the information regarding the Corporation’s equity compensation plans required by this Item pursuant to Item 201(d) of Regulation S-K is located in Item 12 of Part III of this annual report and is incorporated herein by reference.

Issuer Purchases of Equity Securities

Neither the Company nor any “affiliated purchaser” of the Company purchased any shares of the Company’s common stock during the quarter ended December 31, 2023.

ITEM 6. [RESERVED]

- 23 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto for the years ended December 31, 2023 and 2022, which are presented elsewhere in this annual report.

The Company was incorporated on August 8, 2016 for the purpose of becoming the bank holding company of the Bank in a share exchange transaction that was intended to constitute a tax-free exchange for federal income tax purposes. This 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.

On October 1, 2020, Farmers and Merchants Bancshares, Inc. acquired Carroll Bancorp, Inc. (“Carroll”) and Farmers and Merchants Bank acquired Carroll’s wholly-owned subsidiary, Carroll Community Bank, in a series of merger transactions (collectively, the “Merger”). As a result of the Merger, Carroll was merged with an into Farmers and Merchants Bancshares, Inc., with Farmers and Merchants Bancshares, Inc. as the surviving corporation, and Carroll Community Bank merged with an into Farmers and Merchants Bank, with Farmers and Merchants Bank as the surviving bank. The Merger was intended to constitute a tax-free reorganization for federal income tax purposes.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and follow general practices within the industry in which the Company operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, the consolidated financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported.

The most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements presented elsewhere in the annual report. These policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for credit losses as the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

The allowance for credit losses on loans represents management’s estimate of expected credit losses in the loan portfolio. Determining the amount of the allowance for credit 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 collateral dependent 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. Note 1 to the consolidated financial statements describes the methodology used to determine the allowance for credit losses.

- 24 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management applies various valuation methodologies to assets and liabilities that often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular items being valued. Quoted market prices are referred to when estimating fair values for certain assets, such as most investment securities. However, for those items for which an observable liquid market does not exist, management utilizes significant estimates and assumptions to value such items. Examples of these items include loans, deposits, borrowings, goodwill, core deposit and other intangible assets, other assets and liabilities obtained or assumed in business combinations. These valuations require the use of various assumptions, including, among others, discount rates, rates of return on assets, repayment rates, cash flows, default rates, and liquidation values. The use of different assumptions could produce significantly different results, which could have material positive or negative effects on our results of operations, financial condition or disclosures of fair value information. In addition to valuation, we must assess whether there are any declines in value below the carrying value of assets that should be considered credit losses or otherwise require an adjustment in carrying value and recognition of a loss in the consolidated statements of income. Examples include investment securities, goodwill and core deposit intangible, among others.

FINANCIAL CONDITION

Total assets were $799,940,826 at December 31, 2023, an increase of $81,730,154, or 11.4%, over the $718,210,672 recorded at December 31, 2022. The increase was due primarily to an increase of $37,426,800 in cash and cash equivalents, an increase of $37,424,849 in securities available for sale and held to maturity and an increase of $6,387,504 in loans.

Total liabilities were $747,762,535 at December 31, 2023, an increase of $77,326,826, or 11.5%, over the $670,435,709 recorded at December 31, 2022. The increase was due primarily to an increase of $57,351,727 in deposits, an increase of $33,000,000 in Federal Reserve Bank (“FRB”) advances, an increase of $1,585,190 in securities sold under repurchase agreements and an increase of $1,132,863 in accrued interest payable, offset by a decrease of $15,000,000 in Federal Home Loan Bank of Atlanta (“FHLB”) advances and a decrease of $1,883,264 in long term debt.

Stockholders’ equity was $52,178,291 at December 31, 2023 compared to $47,774,963 at December 31, 2022, an increase of $4,403,328, or 9.2%. The increase was due primarily to net income for 2023 of $6,418,337, offset by dividends paid, net of reinvestments, of $1,235,988 and a decrease in after-tax unrealized loss on available for sale securities of $578,315.

- 25 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Loans

Major categories of loans at December 31, 2023 and 2022 are as follows:

	2023				2022
Real estate:
Commercial	$	361,942,511	69	%	$	351,794,702	67	%
Construction/Land development		20,446,150	4	%		23,978,373	5	%
Residential		112,789,631	21	%		114,683,149	22	%
Commercial		32,823,072	6	%		31,066,497	6	%
Consumer		165,136	0	%		156,422	0	%
		528,166,500	100	%		521,679,143	100	%
Less: Allowance for credit losses		4,285,247				4,150,198
Deferred origination fees net of costs		573,209				608,405
	$	523,308,044			$	516,920,540

The Company had no foreign loans for any of the years presented.

Loans increased by $6,387,504, or 1.2%, to $523,308,044 at December 31, 2023 from $516,920,540 at December 31, 2022. The increase was due primarily to an increase of $10,147,808 in commercial real estate loans and an increase of $1,756,575 in commercial loans, offset by a decrease in construction/land development loans of $3,532,223 and a decrease in residential real estate loans of $1,893,517. Due primarily to rising interest rates, total loan production decreased by $65 million in 2023 when compared to 2022 and loan payoffs decreased by $24 million as rising rates made it more difficult for borrowers to refinance. In addition, line of credit usage was flat year over year. For construction/land development loans the decrease was due primarily to several loans moving to permanent status after the construction completion. The allowance for credit losses increased by $135,049 to $4,285,247 at December 31, 2023 compared to $4,150,198 at December 31, 2022.

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 including annual external loan reviews and monthly review at loan committee, and reporting of asset quality and the adequacy of the allowance for credit 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.

- 26 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The maturities and interest rate sensitivity of the loan portfolio at December 31, 2023 were as follows:

	Maturing within one year		Maturing after one but within five years		Maturing after five but within fifteen years		Maturing after fifteen years		Total
Real estate:
Commercial	$	34,306,839	$	198,774,170	$	91,508,386	$	37,353,116	$	361,942,511
Construction/Land development		6,557,617		11,387,669		562,225		1,938,639		20,446,150
Residential		13,848,111		57,565,626		21,701,657		19,674,237		112,789,631
Commercial		15,158,385		9,995,569		7,624,429		44,689		32,823,072
Consumer		17,404		142,837		4,895		-		165,136
	$	69,888,356	$	277,865,871	$	121,401,592	$	59,010,681	$	528,166,500
Rate terms:
Fixed-interest rate loans	$	41,975,675	$	257,446,892	$	62,325,338	$	9,777,568	$	371,525,473
Adjustable-interest rate loans		27,912,681		20,418,979		59,076,254		49,233,113		156,641,027
	$	69,888,356	$	277,865,871	$	121,401,592	$	59,010,681	$	528,166,500

It is the Company’s policy to place a loan in nonaccrual status when any portion of the principal or interest is 90 days past due unless there are mitigating factors. 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.

Year-end non-accrual loans, segregated by class of loans, were as follows:

	2023		2022
Non-accrual loans
Commercial real estate	$	502,961	$	502,961
Residential real estate		-		-
Commercial		152,449		152,449
Total non-accrual loans	$	655,410	$	655,410

At December 31, 2023, the Company had one non-accrual commercial real estate loan totaling $502,961 and one non-accrual commercial loan totaling $152,449. The commercial loan was secured by business assets and a personal guaranty. Gross interest income of $45,856 would have been recorded in 2023 if these non- accrual loans had been current and performing in accordance with the original terms. The Company allocated $450,000 of its allowance for credit losses to these non-accrual loans.

At December 31, 2022, the Company had one non-accrual commercial real estate loan totaling $502,961 and one non-accrual commercial loan totaling $152,449. The commercial loan was secured by business assets and a personal guaranty. Gross interest income of $45,856 would have been recorded in 2022 if these non-accrual loans had been current and performing in accordance with the original terms. The Company allocated $281,910 of its allowance for credit losses to these non-accrual loans.

At December 31, 2023 and 2022, the Company had no loans that were delinquent 90 days or greater other than the non-accrual loans listed above.

- 27 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2023:

Real estate:
Commercial	$	2,515,103
Construction and land development		-
Residential		275,622
Commercial		152,449
Consumer		-
	$	2,943,174

Impaired loans at December 31, 2022 are set forth in the following table:

	2022
Impaired loans no valuation allowance	$	6,772,804
Impaired loans with a valuation allowance		655,410
Total impaired loans	$	7,428,214
Valuation allowance related to impaired loans	$	281,910

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 any guarantor, and cash flow projections of the borrower. Special mention, Substandard, and Doubtful grades are assigned to loans with a higher frequency of delinquent payments and/or the collateral and/or cash flow are insufficient to support the loan and such loans are included on the Company’s watch list. The Special mention grade is intended to be a temporary grade.

Year-end loans graded special mention, substandard and doubtful are set forth in the following table:

	2023		2022
Special mention	$	-	$	5,530,925
Substandard		11,267,782		12,070,750
Doubtful		16,138		35,381
Total	$	11,283,920	$	17,637,056

The allowance for credit losses is a reserve established through a provision for credit losses and is charged to expense. The allowance for credit losses represents an amount which, in management’s judgment, will be adequate to absorb expected losses on existing loans and other extensions of credit that may become uncollectible. The Company’s allowance for credit loss methodology is calculated in accordance with Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” The amount of the allowance represents management’s best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms, adjusted for expected prepayments when appropriate.

- 28 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. The allowance for credit losses is measured on a collective basis for portfolios of loans when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Expected credit losses for collateral dependent loans, including loans where the borrower is experiencing financial difficulty but foreclosure is not probable, are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

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

The following tables detail activity in the allowance for credit losses by portfolio for the years ended December 31, 2023 and 2022. 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 credit losses ending				Outstanding loan balances
						Provision for									balance evaluated for impairment:				evaluated:
	Beginning		Impact of ASC			(recovery of)			Charge				Ending
December 31, 2023	balance		326 Adoption			credit losses			offs		Recoveries		balance		Individually		Collectively		Individually		Collectively
Real estate:
Commercial	$	2,818,582	$	(448,483	)	$	79,889		$	-	$	-	$	2,449,988	$	297,551	$	2,152,437	$	2,515,103	$	359,427,408
Construction and land development		164,596		277,317			(200,665	)		-		11,925		253,173		-		253,173		-		20,446,150
Residential		793,919		508,579			(676,608	)		-		387,048		1,012,938		-		1,012,938		275,622		112,514,009
Commercial		337,303		133,838			22,361			-		-		493,502		152,449		341,053		152,449		32,670,623
Consumer		4,706		(4,526	)		1,900			-		-		2,080		-		2,080		-		165,136
Unallocated		31,092		(31,092	)		73,566			-		-		73,566		-		73,566		-		-
	$	4,150,198	$	435,633		$	(699,557	)	$	-	$	398,973	$	4,285,247	$	450,000	$	3,835,247	$	2,943,174	$	525,223,326

- 29 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

																Allowance for loan losses ending						Outstanding loan balances
			Provision										Loan			balance evaluated for impairment:						evaluated for impairment:
	Beginning		for loan			Charge					Ending		Segment			Purchase Credit						Purchase Credit
December 31, 2022	balance		losses			offs			Recoveries		balance		Percentage			Individually		Impaired		Collectively		Individually		Impaired		Collectively
Real estate:
Commercial	$	2,482,930	$	343,424		$	(7,772	)	$	-	$	2,818,582		67	%	$	129,461	$	-	$	2,689,121	$	7,019,415	$	-	$	344,775,287
Construction and land development		214,547		(66,151	)		-			16,200		164,596		5	%		-		-		164,596		-		369,622		23,608,751
Residential		603,558		173,859			(2,468	)		18,970		793,919		22	%		-		-		793,919		256,350		209,583		114,217,216
Commercial		255,413		81,890			-			-		337,303		6	%		152,449		-		184,854		152,449		-		30,914,048
Consumer		4,370		336			-			-		4,706		0	%		-		-		4,706		-		-		156,422
Unallocated		89,450		(58,358	)		-			-		31,092		0	%		-		-		31,092		-		-		-
	$	3,650,268	$	475,000		$	(10,240	)	$	35,170	$	4,150,198		100	%	$	281,910	$	-	$	3,868,288	$	7,428,214	$	579,205	$	513,671,724

	2023			2022
Allowance for credit losses to total loans outstanding		0.81	%		0.80	%
Ratio of net charge-offs to average loans outstanding during the period		0.00	%		0.00	%
Nonaccrual loans to total loans outstanding at period end		0.12	%		0.13	%

 Net recovery during the period to average loans outstanding:

	2023
Real estate:
Commercial		0.00	%
Construction and land development		0.05	%
Residential		0.34	%
Commercial		0.00	%
Consumer		0.00	%
Total		0.08	%

- 30 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company received net recoveries of loans previously charged-off of $398,973 and $24,930 during 2023 and 2022, respectively. The impact on the income statement was a $570,000 recovery of credit losses in 2023 compared to a $475,000 provision for loan losses in 2022.

Management believes that the $4.3 million reserve at December 31, 2023, when coupled with the $570,000 recovery of credit losses for the year ended December 31, 2023, is appropriate to adequately cover the expected losses inherent in the loan portfolio. The reserve increased by $135,049, or 3.3%, from December 31, 2022. The Company’s loan portfolio grew by $6 million during the 2023.

Other Real Estate Owned

Other real estate owned (“OREO”) at December 31, 2023 included one property with a carrying value of $1,242,365. The property is an apartment building in Baltimore, Maryland that was acquired in the Merger. The property is being marketed for sale.

	2023		2022
Other Real Estate Owned	$	1,242,365	$	1,242,365

During 2023, the Company sold property located in Cecil County, Maryland with a carrying value of $0 for a gain of $249,217. Due to the length of time that the property had been held, Maryland banking law required a write-down of the value to $0 in 2019.

Investment Securities

Investment securities increased by $37,424,849, or 25.5%, to $184,248,295 at December 31, 2023 from $146,823,446 at December 31, 2022. The increase was due primarily to security purchases of $49,742,119, offset by principal paydowns and calls of $13,341,714. At December 31, 2023 and 2022, the Company had classified 89% and 86%, respectively, of the investment portfolio as available for sale. The remaining balance of the portfolio was classified as held to maturity.

- 31 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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. 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 investment securities at December 31:

	2023		2022
Available for sale
State and municipal	$	484,808	$	552,281
SBA pools		766,710		1,019,797
Corporate bonds		8,570,429		9,389,896
Mortgage-backed securities		154,262,726		115,352,475
	$	164,084,673	$	126,314,449
Held to maturity
State and municipal	$	20,163,622	$	20,508,997

The following table sets forth the scheduled maturities of investment securities at December 31, 2023:

	Available for Sale							Held to Maturity
	Amortized Cost		Fair Value		Yield (1)			Amortized Cost		Fair Value		Yield (1)
Within 1 year	$	1,259,692	$	1,220,382		2.70	%	$	230,000	$	230,064		3.25	%
Over 1 to 5 years		1,779,830		1,708,398		2.24	%		666,321		652,278		2.97	%
Over 5 to 10 years		7,314,466		6,126,457		3.25	%		5,864,476		5,654,095		2.94	%
Over 10 years		-		-		-			13,402,825		12,491,156		2.99	%
		10,353,988		9,055,237		3.01	%		20,163,622		19,027,593		2.98	%
SBA Pools		776,686		766,710		6.47	%		-		-		-
Mortgage-backed securities		175,742,562		154,262,726		2.97	%		-		-		-
	$	186,873,236	$	164,084,673		3.00	%	$	20,163,622	$	19,027,593		2.98	%

(1)   – the yields indicated are based upon the amortized cost and have not been tax effected for tax exempt securities.

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

Deposits

Total deposits were $680,962,851 at December 31, 2023 compared to $623,611,124 at December 31, 2022, an increase of $57,351,727, or 9.2%. The increase was due to an $111,695,140 increase in certificates of deposit and a $2,016,597 increase in interest bearing checking accounts, offset by a $17,293,071 decrease in savings accounts, a $27,656,296 decrease in money market accounts and an $11,410,643 decrease in noninterest-bearing accounts.

- 32 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table shows the average balances and average costs of deposits for the years ended December 31:

	2023					2022
	Average Balance		Cost			Average Balance		Cost
Noninterest bearing demand deposits	$	119,653,595		0.00	%	$	129,642,652		0.00	%
Interest bearing demand deposits		132,407,353		0.50	%		134,141,125		0.17	%
Savings and money market deposits		171,253,490		0.43	%		199,407,223		0.13	%
Certificates of deposit		218,724,746		3.01	%		168,618,943		0.53	%
	$	642,039,184		1.24	%	$	631,809,943		0.22	%

As of December 31, 2023, certificates of deposit greater than $250,000 mature as follows:

Period	Balance
3 months or less	$	39,197,000
Over 3 months to 6 months		10,719,593
Over 6 months to 12 months		9,683,539
Over 12 months		3,800,130
Total	$	63,400,262

Uninsured deposits totaled $150,955,541 at December 31, 2023.

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, lines of credit, including home-equity lines and commercial lines, and letters of credit. Loan commitments generally have interest rates at current market values, fixed expiration dates, and may require a fee. Lines of credit generally have variable interest rates and do not necessarily represent future cash flow requirements because it is unlikely that all customers will draw upon their lines in full at any one time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.

For commitments to extend credit, lines of credit, and letters of credit, the Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument is represented by the contractual notional amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

At December 31, 2023, the Company’s off-balance sheet financial instruments were as follows:

Loan commitments	$	35,925,212
Unused lines of credit	$	58,006,480
Letters of credit	$	1,339,391

- 33 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management does not believe that any of the foregoing arrangements are reasonably likely to have a material adverse effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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.

On September 30, 2020, Farmers and Merchants Bancshares, Inc. borrowed $17,000,000 from First Horizon Bank (“FHN”) to be used, on October 1, 2020, to fund a portion of the merger consideration paid in the Merger. Net of issuance costs of $28,126, the proceeds of the net long-term debt was $16,971,874. The loan matures on September 30, 2025. The interest rate on the loan is fixed at 4.10%. The Company made quarterly interest-only payments through October 1, 2021. During the remaining term of the loan, the Company is required to make quarterly interest and principal payments of approximately $646,472, which is based on a nine-year straight-line amortization schedule. The remaining balance of approximately $9,916,667 will be due at maturity. To secure its obligations under this loan, the Company pledged all of its shares of common stock of the Bank to the lender.

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

		At December 31,
		2023			2022
Amount outstanding at year-end:
Securities sold under repurchase agreements		$	6,760,493		$	5,175,303
Federal Home Loan Bank advances			5,000,000			20,000,000
Federal Home Loan Bank advances mature in:
	2023	$	-		$	15,000,000
	2025	$	5,000,000		$	5,000,000
Federal Reserve Bank advances mature in:	2024	$	33,000,000		$	-
Long-term debt (net of issuance costs) matures in	2025	$	13,212,378		$	15,095,642
Weighted average rate paid at December 31:
Securities sold under repurchase agreements			1.25	%		0.30	%
Federal Home Loan Bank advances			1.00	%		3.68	%
Federal Reserve Bank advances			4.83	%		-
Long-term debt			4.10	%		4.10	%

- 34 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The terms of the Company’s operating leases, including the future minimum payments under those leases, are disclosed in Note 11 to the consolidated financial statements.

RESULTS OF OPERATIONS

Overview

The Company reported net income of $6,418,337 for the year ended December 31, 2023 compared to $8,090,127 for the year ended December 31, 2022. The decrease of $1,671,790 from 2022 was due to a decrease in net interest income of $2,707,482 and a decrease in noninterest income of $702,438, offset by a decrease in the provision for credit losses of $1,045,000, a decrease in noninterest expense of $225,354 and a decrease in income taxes of $467,776.

Net Interest Income

The primary source of income for the Company is net interest income, which is the difference between interest income on interest-earning assets, such as investment securities and loans, and interest expense incurred on interest-bearing sources of funds, such as deposits and borrowings.

For the year ended December 31, 2023, the Company recorded net interest income of $21,416,013 compared to $24,123,495 for 2022, a decrease of $2,707,482. The decrease was attributable to a decrease in the net yield on interest-earning assets of 57 basis points to 2.97% in 2023 from 3.54% in 2022. Higher interest expense on deposits and borrowings due to the Federal Reserve rate increases was the driving factor in the lower net interest income.

Total interest income for the year ended December 31, 2023 increased by $5,053,485 to $31,323,138 from $26,269,653 for 2022. The increase was due primarily to an increase in average interest earning assets of $41,199,331 to $727,959,751 in 2023 from $686,760,420 in 2022 and by an increase of 48 basis points in the tax equivalent yield on interest earning assets to 4.33% in 2023 from 3.85% in 2022.

Interest income from loans was $25,730,722 in 2023 compared to $22,565,034 in 2022, an increase of $3,165,688. This increase was attributable to a $30,482,783 increase in the average balance of loans to $528,910,091 in 2023 from $498,427,308 in 2022 and a 33 basis point increase in the average yield on loans to 4.86% in 2023 from 4.53% in 2022.

For the year ended December 31, 2023, the Company recorded interest income on securities of $4,853,602 compared to $3,551,955 for the same period in 2022. The $1,301,647 increase in 2023 was attributable to a $7,382,822 increase in the average balance of securities to $182,159,701 in 2023 from $174,776,879 in 2022 and a 62 basis point increase in the average tax equivalent yield on securities to 2.75% in 2023 from 2.13% in 2022.

- 35 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Interest income on federal funds sold and other interest-earning assets (FHLB stock and certificates of deposit) increased by $586,150 to $738,814 in 2023 compared to $152,664 in 2022. The increase was due to a 346 basis point increase in the average tax equivalent yield to 4.66% in 2023 from 1.20% in 2022 and a $3,333,726 increase in the average balance of federal funds sold and other interest-earning assets to $16,889,959 in 2023 from $13,556,233 in 2022.

Total interest expense increased by $7,760,967 to $9,907,125 in 2023 compared to $2,146,158 in 2022. The increase was due to a 133 basis point increase in the cost of interest-bearing liabilities to 1.74% in 2023 from 0.41% in 2022 and an increase of $42,216,277 in the average balance of interest-bearing liabilities to $570,426,442 in 2023 from $528,210,165 in 2022. The Federal Reserve rate increases were the primary cause of the significant increase in the cost of funds.

Interest paid on NOW, savings, and money market deposit accounts increased by $922,032 to $1,398,245 in 2023 compared to $476,213 in 2022. The increase was due to a 32 basis point increase in the cost of funds to 0.46% in 2023 from 0.14% in 2022 offset by a $29,887,505 decrease in the average balance of these deposits to $303,660,843 in 2023 from $333,548,348 in 2022.

Interest paid on time deposits increased by $5,673,371 to $6,572,849 in 2023 compared to $899,478 in 2022. The increase was due to an increase of 248 basis points in the average rate paid to 3.01% in 2023 from 0.53% in 2022 and an increase of $50,105,803 in the average balance to $218,724,746 in 2023 from $168,618,943 in 2022.

Interest paid on securities sold under repurchase agreements increased by $29,105 to $41,873 in 2023 compared to $12,768 in 2022. The increase was attributable to an increase of 60 basis points in the average rate paid to 0.90% in 2023 from 0.30% in 2022 and a $399,570 increase in the average balance of securities sold under repurchase agreements to $4,655,006 in 2023 from $4,255,436 in 2022.

Interest paid on long-term debt was $584,953 in 2023 compared to $664,620 in 2022. This debt relates to the $17 million term loan obtained on September 30, 2020 to finance a portion of the cash paid to the former stockholders of Carroll in the Merger. The average balance, net of issuance costs, decreased $1,656,386 to $14,259,819 in 2023 from $15,916,205 in 2022 due to scheduled principal payments.

The FRB’s Bank Term Funding Program (“BTFP”) was initiated in March 2023. The Company utilized the BTFP with an average balance of $15,515,069 during 2023 at a cost of 5.31%. We recorded an associated interest expense of $823,319 in 2023.

Interest paid on FHLB advances increased $392,807 to $485,886 in 2023 from $93,079 in 2022. The increase was attributable to an increase of 198 basis points in the average rate paid to 3.57% in 2023 from 1.59% in 2022 and a $7,739,726 increase in the average balance of FHLB advances and other borrowings to $13,610,959 in 2023 from $5,871,233 in 2022.

The following table sets forth certain information relating to the Company’s average interest-earning assets and interest-bearing liabilities for the periods indicated. The yields and rates are calculated by dividing interest income or expense by the average daily balance of assets or liabilities, respectively. Non-accruing loans are included in the average balance.

- 36 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	2023							2022
	Average							Average
	Balance		Interest		Yield			Balance		Interest		Yield
Assets:
Loans	$	528,910,091	$	25,730,722		4.86	%	$	498,427,308	$	22,565,034		4.53	%
Securities, taxable		163,933,787		4,304,728		2.63	%		156,008,736		2,986,225		1.91	%
Securities, tax exempt		18,225,914		700,330		3.84	%		18,768,143		736,696		3.93	%
Federal funds sold and other interest-earning assets		16,889,959		786,812		4.66	%		13,556,233		162,410		1.20	%
Total interest-earning assets		727,959,751		31,522,592		4.33	%		686,760,420		26,450,365		3.85	%
Noninterest-earning assets		17,518,861							27,355,077
Total assets	$	745,478,612						$	714,115,497
Liabilities and Stockholders’ Equity:
NOW, savings, and money market	$	303,660,843		1,398,245		0.46	%	$	333,548,348		476,213		0.14	%
Certificates of deposit		218,724,746		6,572,849		3.01	%		168,618,943		899,478		0.53	%
Securities sold under repurchase agreements		4,655,006		41,873		0.90	%		4,255,436		12,768		0.30	%
Long-term debt		14,259,819		584,953		4.10	%		15,916,205		664,620		4.18	%
FRB advances and other borrowings		15,515,069		823,319		5.31	%		-		-
FHLB advances		13,610,959		485,886		3.57	%		5,871,233		93,079		1.59	%
Total interest-bearing liabilities		570,426,442		9,907,125		1.74	%		528,210,165		2,146,158		0.41	%
Noninterest-bearing deposits		119,653,596							129,642,652
Noninterest-bearing liabilities		6,335,148							5,804,686
Total liabilities		696,415,186							663,657,503
Stockholders' equity		49,063,426							50,457,994
Total liabilities and stockholders' equity	$	745,478,612						$	714,115,497
Net interest income			$	21,615,467						$	24,304,207
Interest rate spread						2.59	%						3.44	%
Net yield on interest-earning assets						2.97	%						3.54	%
Ratio of average interest-earning assets to
Average interest-bearing liabilities						128.60	%						130.02	%

(1) - Interest on tax-exempt securities and other tax-exempt investments are reported on a fully taxable equivalent basis.  The federal, stateand combined tax rates used were 21.00%, 8.25% and 27.5175% respectively.

- 37 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table sets forth the dollar amount of changes in interest income and interest expense for the major categories of the Company’s interest-earning assets and interest-bearing liabilities. The table distinguishes between (i) changes in net interest income attributed to volume (change in volume multiplied by the prior year’s interest rate), and (ii) changes in net interest income attributed to rate (change in rate multiplied by the prior year’s volume). The change in interest due to the combined rate and volume changes is allocated proportionally to the change in volume and rate.

RATE/VOLUME ANALYSIS

	Year ended December 31, 2023 compared to 2022									Year ended December 31, 2022 compared to 2021
	Change due to variance in									Change due to variance in
	Volume			Rate			Total			Volume			Rate			Total
Interest income:
Loans	$	1,426,401		$	1,739,286		$	3,165,687		$	(758,854	)	$	(167,726	)	$	(926,580	)
Securities, taxable		158,476			1,160,027			1,318,503			1,009,107			460,631			1,469,738
Securities, tax exempt		(21,024	)		(15,341	)		(36,365	)		(57,625	)		6,503			(51,122	)
Federal funds sold and other interest-earning assets		48,991			575,411			624,402			(55,105	)		148,417			93,312
Total interest-earning assets		1,612,844			3,459,383			5,072,227			137,523			447,825			585,348
Interest expense:
NOW, savings, and money market		(46,346	)		968,378			922,032			47,585			(56,915	)		(9,330	)
Certificates of deposit		341,921			5,331,450			5,673,371			(140,897	)		(471,955	)		(612,852	)
Securities sold under repurchase agreements		1,306			27,799			29,105			(21,159	)		(10,701	)		(31,860	)
Long-term debt		(68,123	)		(11,544	)		(79,667	)		(44,274	)		(3,412	)		(47,686	)
FRB advances and other borrowings		823,319			-			823,319			-			-			-
FHLB advances		201,484			191,323			392,807			9,972			32,615			42,587
Total interest-bearing liabilities		1,253,561			6,507,406			7,760,967			(148,773	)		(510,368	)		(659,141	)
Change in net interest income	$	359,283		$	(3,048,023	)	$	(2,688,740	)	$	286,296		$	958,193		$	1,244,489

- 38 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Noninterest Income

Noninterest income was $1,591,500 in 2023 compared to $2,293,938 in 2022, a decrease of $702,438. The decrease was due primarily to a decrease of $669,077 on insurance proceeds from the storm damage to the Bank’s Upperco, Maryland location, a $138,731 decrease in the gain on sale of SBA loans, and a $117,046 decrease in mortgage banking revenue as a result of the significant increase in interest rates in 2023 that reduced residential loan activity, offset by an increase of $116,233 in bank owned life insurance income.

Noninterest Expense

Total noninterest expense decreased by $225,354 to $15,141,926 in 2023 from $15,367,280 in 2022. The decrease was due primarily to a decrease in salaries of $320,421 as a result of lower bonuses paid in 2023 of $495,875, offset by higher salary costs of $175,454 due to normal salary increases, a decrease of $257,243 in other real estate owned costs as a result of the gain on the sale of other real estate owned of $249,217, a decrease in professional fees of $114,263 as a result of lower headhunting costs of $129,902, offset by an increase of $202,782 in employee benefit costs as a result of higher insurance expenses, an increase of $158,820 in FDIC premiums and an increase of $91,875 in furniture and equipment expense as a result of higher software maintenance and maintenance contract costs.

Other noninterest expenses include the following:

	2023			2022
Directors fees	$	249,845		$	212,436
Correspondent bank services		222,634			195,223
Telephone		218,204			202,854
Internet banking fees		201,164			177,164
Stationery, printing and supplies		160,420			176,467
Liability insurance		147,128			137,885
Insurance claims (1)		(110,000	)		205,000
Other		857,007			550,754
	$	1,946,402		$	1,857,783
(1) - Insurance claims decreased by $315,000 from 2022 to 2023 as a result of the Company not renewing its captive insurance policy effective November 7, 2022. No new claims were added after that date while older claims were either paid, rejected, or withdrawn.

- 39 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income Taxes

Income taxes decreased by $467,776 to $2,017,250 in 2023 from $2,485,026 in 2022.

The Company’s effective tax rate increased to 23.9% in 2023, from 23.5% in 2022. The increase was due to a lower percentage of tax-exempt revenue. Note 14 to the consolidated financial statements provides additional information about the Company’s taxes, including a reconciliation of the Company’s effective tax rate to the Federal statutory rate of 21%.

Quarterly Results of Operations

	Three Months Ended
	Unaudited
2023	December 31		September 30			June 30			March 31
Interest income	$	8,884,690	$	8,001,697		$	7,384,222		$	7,052,529
Interest expense		3,583,564		2,814,708			2,113,392			1,395,461
Net interest income		5,301,126		5,186,989			5,270,830			5,657,068
Provision for loan losses		-		(75,000	)		(225,000	)		(270,000	)
Net income		1,415,230		1,432,139			1,670,117			1,900,851
Earnings per share - basic and diluted	$	0.46	$	0.46		$	0.54		$	0.62

2022	December 31		September 30		June 30		March 31
Interest income	$	6,918,716	$	6,586,065	$	6,275,147	$	6,489,725
Interest expense		623,247		494,313		502,962		525,636
Net interest income		6,295,469		6,091,752		5,772,185		5,964,089
Provision for loan losses		380,000		95,000		-		-
Net income		2,014,282		1,974,310		2,050,733		2,050,802
Earnings per share - basic and diluted	$	0.66	$	0.65	$	0.67	$	0.68

- 40 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTEREST RATE RISK

The Company’s principal market risk is exposure to the risk that the interest rates associated with our interest-bearing liabilities and interest-earning assets will fluctuate. This risk arises from the Company’s lending, investing and deposit-taking activities, and is affected by many factors, including economic and financial conditions, movements in interest rates and consumer preferences. Interest rate fluctuation has a direct impact on the Company’s net interest income. Net interest income is susceptible to interest rate risk when deposits and other short-term liabilities have different repricing intervals than do loans, investments and other interest-earning assets. When interest-earning assets mature or reprice faster than interest-bearing liabilities, a decline in interest rates may cause a decline in net interest income. Conversely, when interest-bearing liabilities mature or reprice faster than interest-earning assets, an increase in interest rates may cause a decline in net interest income.

The Company recognizes that there are many types of interest rate risk. Management believes that the three types that pose the greatest potential threat to current and long-term earnings are:

• Repricing risk – the difference in the timing of the scheduled maturity and re-pricing dates of assets and liabilities within a certain time frame;

• Option risk – interest rate related options embedded in the Company’s assets and liabilities which change the cash flow characteristics of the assets and liabilities; and

• Yield curve / basis risk – changes in the relationship between different interest rates with the same maturity or interest rates across a maturity spectrum which create compression or expansion of our net interest margin.

The Company uses earnings at risk and economic value at risk measures to quantify our exposure to these types of interest rate risk. We believe that using simulations that measure all three types of risks in combination is a more efficient tool for measurement, and we therefore do not routinely process models to isolate each risk. Rather, we combine the three types of analyses, which we believe provides a better overall result than a simulation based on a single system and a more economical use of resources than targeted models. Following is a description of the analyses to be utilized:

Earnings at Risk

Earnings at Risk (“EAR”) measures exposure to net changes in net interest income (“NII”), and is considered the Company’s best source of managing short-term interest rate risk (one-year and two-year time frames). EAR is a dynamic analysis, which can capture all the different forms of interest rate risk under many different interest rate scenarios, and using various assumptions for growth, optionality, and yield curve structure.

Economic Value of Equity

Economic Value of Equity (“EVE”) is management’s primary analytical tool for measuring long-term interest rate risk, and helps to measure if the long-term safety and soundness of the Company is being compromised for the sake of short-term results. However, the Company also recognizes the inherent difficulties of calculating a definitive value for many sections of the balance sheet as well as the weakness that EVE ignores future events (e.g., growth, etc.). These difficulties, coupled with the nature of our core business, allow the Company to adopt wide limits for this measure.

In order to mitigate the impact of changing interest rates, the Board of Directors has established policies and procedures that include acceptable parameters for the relationship between rate sensitive assets to rate sensitive liabilities as measured by earnings at risk and economic value at risk. The Asset/Liability Committee reviews rate sensitivity measures on a quarterly basis. Material deviations from policy parameters are reported to the Board of Directors and corrective action is initiated and monitored.

- 41 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Measures of NII at risk produced by simulation analysis are indicators of an institution’s short-term performance in alternative rate environments. These measures are typically based upon a relatively brief period, usually one year. They do not necessarily indicate the long-term prospects or economic value of the institution.

Based upon the simulation analysis performed at December 31, 2023 and 2022, management estimated the following changes in NII, assuming the indicated rate changes:

Change in Rate	2023			2022
400 basis point increase	$	(3,323,000	)	$	(2,282,000	)
300 basis point increase		(2,119,000	)		(1,610,000	)
200 basis point increase		(1,192,000	)		(958,000	)
100 basis point increase		(474,000	)		(424,000	)
100 basis point decrease		640,000			417,000
200 basis point decrease		373,000			375,000
300 basis point decrease		(237,000	)		216,000

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 $67.0 million under a secured line of credit with the FHLB. The Bank also has two facilities with the Reserve Bank. Under the first facility, which has been in place for over 10 years and is collateralized by loans, the Bank can borrow approximately $23.4 million. The second facility is the Bank Term Funding Program (“BTFP”) that the Reserve Bank created in 2023. The BTFP facility allows securities to be pledged at par, provides fixed rates for up to one-year terms, and allows prepayments in whole or in part at any time. Finally, the Bank has $23,500,000 ($14,500,000 unsecured and $9,000,000 secured) of overnight federal funds lines of credit available from commercial banks.

FHLB advances of $5,000,000 and $20,000,000 were outstanding as of December 31, 2023 and 2022, respectively. BTFP advances of $33,000,000 and $0 were outstanding as of December 31, 2023 and 2022, respectively. The Company borrowed $17,000,000 to facilitate the Merger in 2020. There were no borrowings from the Reserve Bank other than the BTFP advances noted above or our commercial bank lenders at December 31, 2023 and 2022. 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. Uninsured deposits were approximately $150,956,000,000 or 22% of total deposits at December 31, 2023.

- 42 -

Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cash provided by operating activities decreased by $992,216 to $6,163,746 in 2023 from $7,155,962 in 2022. Cash used in investing activities decreased by $7,260,261 to $42,618,829 in 2023 from $35,358,568 in 2022 due primarily to a $38,658,421 decrease in the net cash outflow from the debt securities portfolio, offset by a $30,127,002 increase in the net cash outflow from the loan portfolio. Cash provided by financing activities increased by $64,877,846 to $73,881,883 in 2023 from $9,004,037 in 2022 due primarily to a $60,064,193 increase in the net cash inflow from deposits and a $33,000,000 increase in the net cash inflow from Federal Reserve Bank advances and a $1,823,912 increase in the net cash outflow from securities sold under repurchase agreements, offset by a $30,000,000 decrease in the net cash outflow from Federal Home Loan Bank of Atlanta advances.

Information about the various financial obligations, including contractual obligations and commitments that may require future cash payments, to which we are subject is set forth above under the captions “Off-Balance Sheet Transactions” and “Borrowings and Other Contractual Obligations”.

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).

On September 17, 2019, the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

On April 6, 2020, in a joint statement, the FDIC, Federal Reserve and the Office of Comptroller of the Currency, issued two interim final rules regarding temporary changes to the CBLR framework to implement provisions of the CARES Act. Under the interim final rules, the community bank leverage ratio was reduced to 8% beginning in the second quarter and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 8%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The Company has not opted-in to the CBLR framework.

Additional information regarding the capital requirements that apply to us can be found in Note 13 of the consolidated financial statements and notes thereto included in the Annual Report.

The following table presents actual and required capital ratios as of December 31, 2023 and 2022, for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of December 31, 2023 and 2022, 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.

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Farmers and Merchants Bancshares, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

						Minimum					To Be Well
(Dollars in thousands)	Actual					Capital Adequacy					Capitalized
December 31, 2023	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital (to risk-weighted assets)	$	79,988		13.45	%	$	62,437		10.50	%	$	59,464		10.00	%
Tier 1 capital (to risk-weighted assets)		75,440		12.69	%		50,544		8.50	%		47,571		8.00	%
Common equity tier 1 (to risk- weighted assets)		75,440		12.69	%		41,625		7.00	%		38,651		6.50	%
Tier 1 leverage (to average assets)		75,440		9.42	%		32,051		4.00	%		40,063		5.00	%

December 31, 2022
Total capital (to risk-weighted assets)	$	75,826	12.96	%	$	61,410	10.50	%	$	58,486	10.00	%
Tier 1 capital (to risk-weighted assets)		71,676	12.26	%		49,713	8.50	%		46,789	8.00	%
Common equity tier 1 (to risk- weighted assets)		71,676	12.26	%		40,940	7.00	%		38,016	6.50	%
Tier 1 leverage (to average assets)		71,676	9.83	%		29,167	4.00	%		36,459	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.

- 44 -

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bank is a “smaller reporting company” as defined in Exchange Act Rule 12b-2 and, accordingly, is not required to include the information required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Report of Independent Registered Public Accounting Firm PCAOB ID 613	45
Consolidated Balance Sheets at December 31, 2023 and 2022	48
Consolidated Statements of Income for the years ended December 31, 2023 and 2022	49
Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022	50
Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022	51
Consolidated Statement of Cash Flows for the years ended December 31, 2023 and 2022	52
Notes to Consolidated Financial Statements for the years ended December 31, 2023 and 2022	53

- 45 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Farmers and Merchants Bancshares, Inc.

Hampstead, Maryland

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Farmers and Merchants Bancshares, Inc. and its Subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Adoption of New Accounting Standard

As discussed in Notes 1 and 5 to the financial statements, the Company has changed its method of accounting for the allowance for credit losses in 2023 due to the adoption of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, including all related amendments.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

- 46 -

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses – Loans Collectively Evaluated for Losses

As described in Note 1 – Summary of Significant Accounting Policies and Note 5 – Loans and Allowance for Credit Losses to the consolidated financial statements, the Company changed its method of accounting for credit losses on January 1, 2023, due to the adoption of Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as amended. The allowance for credit losses on loans (ACLL) is a valuation allowance that represents management’s best estimate of expected credit losses on loans measured at amortized cost considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms. Loans which share common risk characteristics are pooled and collectively evaluated by the Company using historical data, as well as assessments of current conditions and reasonable and supportable forecasts of future conditions. The Company’s ACLL related to collectively evaluated loans made up $3.9 million of the total recorded ACLL of $4.3 million as of December 31, 2023. The collectively evaluated ACLL consists of quantitative and qualitative components. 

The quantitative component consists of loss estimates derived from an average charge off or loss rate methodology using primarily internal observations of historical loan losses adjusted for estimated prepayment and forecasts of future conditions over a reasonable and supportable period. These estimates consider large amounts of data in tabulating loss and prepayment rates and require complex calculations as well as management judgment in the selection of appropriate inputs. 

In addition to the quantitative component, the collectively evaluated ACLL also includes a qualitative component which aggregates management’s assessment of available information relevant to assessing collectability that is not captured in the quantitative loss estimation process. Factors considered by management in developing its qualitative estimates include: economic conditions, concentrations of credit, interest rates, ability of staff, loan review, trends in loan quality, policy changes and changes in the nature and/or volume of loans.

Management exercised significant judgment when estimating the ACLL on collectively evaluated loans. We identified the estimation of the collectively evaluated ACLL as a critical audit matter as auditing the collectively evaluated ACLL involved especially complex and subjective auditor judgment in evaluating management’s assessment of the inherently subjective estimates. 

The primary audit procedures we performed to address this critical audit matter included:

●  Substantively testing management’s process for measuring the collectively evaluated ACLL, including:

o Evaluating conceptual soundness, assumptions, and key data inputs of the Company’s loss rate methodology, including the identification of loan segments, the calculation of loss rate inputs, and the calculation of prepayment rate inputs for each segment.

o Evaluating the methodology and testing the reasonableness of incorporating reasonable and supportable forecasts in the collectively evaluated ACLL estimate.

o Evaluating the completeness and accuracy of data inputs used as a basis for the qualitative factors.

o Evaluating the qualitative factors for directional consistency in comparison to prior periods and for reasonableness in comparison to underlying supporting data.

o Testing the mathematical accuracy of the ACLL for collectively evaluated loans including both the quantitative and qualitative components of the calculation.

/s/ YOUNT, HYDE & BARBOUR, P.C.

We have served as the Company's auditor since 2021.

Richmond, Virginia

March 11, 2024

- 47 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31,	2023			2022
Assets
Cash and due from banks	$	44,404,473		$	6,414,822
Federal funds sold and other interest-bearing deposits		285,864			848,715
Cash and cash equivalents		44,690,337			7,263,537
Certificates of deposit in other banks		100,000			100,000
Securities available for sale, at fair value		164,084,673			126,314,449
Securities held to maturity, at amortized cost less allowance for credit losses of $35,627 and $0		20,163,622			20,508,997
Equity security, at fair value		507,130			489,145
Restricted stock, at cost		863,500			1,332,500
Mortgage loans held for sale		-			428,355
Loans, less allowance for credit losses of $4,285,247 and $4,150,198		523,308,044			516,920,540
Premises and equipment, net		6,583,452			6,186,594
Accrued interest receivable		2,180,734			1,815,784
Deferred income taxes, net		8,312,482			8,392,658
Other real estate owned, net		1,242,365			1,242,365
Bank owned life insurance		14,930,754			14,585,342
Goodwill and other intangibles, net		7,034,424			7,042,752
Other assets		5,939,309			5,587,654
	$	799,940,826		$	718,210,672
Liabilities and Stockholders' Equity
Deposits
Noninterest-bearing	$	115,284,706		$	126,695,349
Interest-bearing		565,678,145			496,915,775
Total deposits		680,962,851			623,611,124
Securities sold under repurchase agreements		6,760,493			5,175,303
Federal Home Loan Bank of Atlanta advances		5,000,000			20,000,000
Federal Reserve Bank advances		33,000,000			-
Long-term debt, net of issuance costs		13,212,378			15,095,642
Accrued interest payable		1,482,773			349,910
Other liabilities		7,344,040			6,203,730
		747,762,535			670,435,709
Stockholders' equity
Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 3,116,966 shares in 2023 and 3,071,214 shares in 2022		31,170			30,712
Additional paid-in capital		30,398,080			29,549,914
Retained earnings		39,433,185			35,300,166
Accumulated other comprehensive loss		(17,684,144	)		(17,105,829	)
		52,178,291			47,774,963
	$	799,940,826		$	718,210,672

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

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Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended December 31,	2023			2022
Interest income
Loans, including fees	$	25,730,722		$	22,565,034
Investment securities - taxable		4,299,206			2,981,300
Investment securities - tax exempt		554,396			570,655
Federal funds sold and other interest earning assets		738,814			152,664
Total interest income		31,323,138			26,269,653
Interest expense
Deposits		7,971,094			1,375,691
Securities sold under repurchase agreements		41,873			12,768
Federal Home Loan Bank advances		485,886			93,079
Federal Reserve Bank advances		823,319			-
Long-term debt		584,953			664,620
Total interest expense		9,907,125			2,146,158
Net interest income		21,416,013			24,123,495
(Recovery of) provision for credit losses		(570,000	)		475,000
Net interest income after (recovery of) provision for credit losses		21,986,013			23,648,495
Noninterest income
Service charges on deposit accounts		792,941			777,901
Mortgage banking income		96,997			214,043
Bank owned life insurance income		345,412			229,179
Fair value adjustment of equity security		5,445			(62,094	)
Gain on sale of SBA loans		19,392			158,123
Gain on insurance proceeds, net		4,406			673,483
Other fees and commissions		326,907			303,303
Total noninterest income		1,591,500			2,293,938
Noninterest expense
Salaries		7,544,773			7,865,194
Employee benefits		2,000,932			1,798,150
Occupancy		874,775			890,926
Furniture and equipment		983,126			891,250
Professional services		642,365			894,715
Automated teller machine and debit card expenses		509,120			473,917
Federal Deposit Insurance Corporation premiums		339,016			180,196
Postage, delivery, and armored carrier		266,647			235,412
Advertising		270,308			258,032
Other real estate owned, net		(235,538	)		21,705
Other		1,946,402			1,857,783
Total noninterest expense		15,141,926			15,367,280
Income before income taxes		8,435,587			10,575,153
Income taxes		2,017,250			2,485,026
Net income	$	6,418,337		$	8,090,127
Earnings per common share - basic	$	2.08		$	2.66
Earnings per common share - diluted	$	2.08		$	2.66

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

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Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31,	2023			2022
Net income	$	6,418,337		$	8,090,127
Other comprehensive loss, net of income taxes:
Total unrealized gain (loss) on investment securities available for sale		811,381			(21,675,430	)
Income tax (expense) benefit		(223,273	)		5,964,537
Net unrealized gain (loss) on investment securities available for sale		588,108			(15,710,893	)
Total unrealized loss on derivatives		(1,563,527	)		-
Income tax benefit		397,104			-
Net unrealized loss on derivatives		(1,166,423	)		-
Total other comprehensive loss		(578,315	)		(15,710,893	)
Total comprehensive income (loss)	$	5,840,022		$	(7,620,766	)

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

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Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

					Additional					Accumulated other			Total
	Common stock				paid-in		Retained			comprehensive			stockholders'
	Shares		Par value		capital		earnings			income (loss)			equity
Balance, December 31, 2021		3,037,137	$	30,372	$	28,857,422	$	29,128,600		$	(1,394,936	)	$	56,621,458
Net income		-		-		-		8,090,127			-			8,090,127
Other comprehensive loss		-		-		-		-			(15,710,893	)		(15,710,893	)
Cash dividends, $0.63 per share		-		-		-		(1,918,561	)		-			(1,918,561	)
Dividends reinvested		34,077		340		692,492		-			-			692,832
Balance, December 31, 2022		3,071,214		30,712		29,549,914		35,300,166			(17,105,829	)		47,774,963
Net income		-		-		-		6,418,337			-			6,418,337
Other comprehensive loss		-		-		-		-			(578,315	)		(578,315	)
Stock-based compensation		2,000		20		42,768		-			-			42,788
Cash dividends, $0.66 per share		-		-		-		(2,033,981	)		-			(2,033,981	)
Reclassification due to the adoption of ASU 2016-13		-		-		-		(243,494	)		-			(243,494	)
Dividends reinvested		43,752		438		805,398		(7,843	)		-			797,993
Balance, December 31, 2023		3,116,966	$	31,170	$	30,398,080	$	39,433,185		$	(17,684,144	)	$	52,178,291

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

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Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31,	2023			2022
Reconciliation of net income to net cash provided by operating activities
Net income	$	6,418,337		$	8,090,127
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		510,087			482,489
(Recovery of) provision for credit losses		(570,000	)		475,000
(Accretion) amortization of right of use asset		(6,566	)		4,355
Equity security dividends reinvested		(12,540	)		(7,634	)
Unrealized (gain) loss on equity security		(5,445	)		62,094
Gain on sale of SBA loans		(19,392	)		(158,123	)
Deferred tax expense (benefit)		392,170			(250,672	)
Gain on sale of other real estate owned		(235,538	)		-
Gain on sale of premises and equipment		(9,000	)		-
Gain on insurance proceeds		(4,406	)		(673,483	)
Gain on fair value hedge		(45,721	)		-
Stock based compensation		42,788			-
Amortization of debt issuance costs		5,625			5,625
Amortization of premiums and (accretion of discounts), net		(332,172	)		(224,663	)
Bank owned life insurance cash surrender value		(345,412	)		(229,179	)
Increase (decrease) in
Deferred loan fees and costs, net		(35,196	)		(111,160	)
Accrued interest payable		1,132,863			54,000
Other liabilities		(494,845	)		396,538
Decrease (increase) in
Mortgage loans held for sale		428,355			(301,855	)
Accrued interest receivable		(364,950	)		(206,721	)
Other assets		(544,632	)		(250,776	)
Net cash provided by operating activities		5,904,410			7,155,962

- 52 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31,	2023			2022
Cash flows from investing activities
Proceeds from maturity and call of securities
Available for sale		12,910,294			19,994,811
Held to maturity		431,420			1,456,420
Purchase of securities
Available for sale		(49,742,119	)		(19,193,215	)
Redemption of certificates of deposit		-			250,000
Loans made to customers, net of principal collected		(5,813,615	)		(35,960,009	)
Proceeds from sale of loans		-			1,250,154
Redemption (purchase) of stock in FHLB of Atlanta		469,000			(657,100	)
Purchase of bank owned life insurance		-			(2,800,000	)
Proceeds from sale of other real estate owned		235,538			-
Proceeds from sale of premises and equipment		9,000			-
Proceeds from insurance		4,406			711,214
Purchases of premises, equipment and software		(863,417	)		(410,843	)
Net cash used in investing activities		(42,359,493	)		(35,358,568	)
Cash flows from financing activities
Net increase (decrease) in
Noninterest-bearing deposits		(11,410,643	)		2,519,734
Interest-bearing deposits		68,832,213			(5,162,357	)
Securities sold under repurchase agreements		1,585,190			(238,722	)
Federal Home Loan Bank of Atlanta advances		(15,000,000	)		15,000,000
Federal Reserve Bank advances		33,000,000			-
Long-term debt principal payments		(1,888,889	)		(1,888,889	)
Dividends paid, net of reinvestments		(1,235,988	)		(1,225,729	)
Net cash provided by financing activities		73,881,883			9,004,037
Net increase (decrease) in cash and cash equivalents		37,426,800			(19,198,569	)
Cash and cash equivalents at beginning of period		7,263,537			26,462,106
Cash and cash equivalents at end of period	$	44,690,337		$	7,263,537
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	8,830,152		$	2,239,129
Cash paid during the period for income taxes		2,390,848			3,365,318
Supplemental disclosure of non-cash transactions:
Net unrealized gain (loss) on securities available for sale		811,381			(21,675,430	)

- 53 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

The accounting and reporting policies reflected in the financial statements conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Management makes estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of commitments and contingent liabilities at the balance sheet date, and revenues and expenses during the year. These estimates and assumptions may affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

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 subsidiary of the Bank, Reliable Community Financial Services, Inc. (collectively the “Company”, “we”, “us”, or “our”). The Insurance Subsidiary is a series investment, 100% owned by the Company, in First Community Bankers Insurance Co., LLC, a Tennessee “series” limited liability company and licensed property and casualty insurance company. Intercompany balances and transactions, including insurance premiums paid by the Bank that were received by the Insurance Subsidiary through an intermediary, have been eliminated.

Business

The Bank provides banking services to individuals and businesses located in Baltimore County, Maryland, Carroll County, Maryland and surrounding areas of northern Maryland. The Insurance Subsidiary is a captive insurance entity that provides insurance coverage for the Bank. The Bank chose to not renew coverage effective on November 7, 2022, but may do so in the future, The Insurance Subsidiary is still responsible for claims for events that occurred prior to November 7, 2022. Reliable Community Financial Services, Inc. is licensed to provide a wide range of investment and insurance products to its customers but is inactive.

On October 1, 2020, Farmers and Merchants Bancshares, Inc. acquired Carroll Bancorp, Inc. (“Carroll”) and the Bank acquired Carroll’s wholly-owned subsidiary, Carroll Community Bank, in a series of merger transactions (collectively, the “Merger”). As a result of the Merger, Carroll was merged with and into Farmers and Merchants Bancshares, Inc., with Farmers and Merchants Bancshares, Inc. as the surviving corporation, and Carroll Community Bank merged with and into the Bank, with the Bank as the surviving bank. The Merger was intended to constitute a tax-free reorganization for federal income tax purposes.

Reclassifications

Certain reclassifications have been made to the 2022 financial statements to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity.

Cash and cash equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, money market funds, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods.

Comprehensive (loss) income

Comprehensive (loss) income includes net income and the unrealized gains or losses on investment securities available for sale and derivative financial instruments, net of income taxes.

- 54 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

Investment securities

As debt securities are purchased, management determines if the securities should be classified as held to maturity or available for sale. Securities that management has the intent and ability to hold to maturity are recorded at amortized cost, which is cost adjusted for amortization of premiums and accretion of discounts. Discounts are accreted through maturity. Premiums are amortized through the earliest call date. Securities held to meet liquidity needs or that may be sold before maturity are classified as available for sale and carriedat fair value with unrealized gains and losses included in stockholders’ equity on an after-tax basis. Gains and losses on disposal are determined using the specific-identification method. The Company amortizes premiums and accretes discounts using the interest method. Declines in the fair value of individual available-for-sale securities below their amortized cost due to credit-related factors are recognized as an allowance for credit losses. Credit-related factors affecting the determination of whether impairment has occurred include a downgrading of the security below investment grade by a rating agency or due to potential default, a significant deterioration in the financial condition of the issuer, increase in entity-specific credit spreads. Additionally, on any available-for-sale securities with unrealized losses, the Company evaluates its intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value.

Equity security at fair value

The Company owns a mutual fund that is measured at fair value with changes in fair value recognized in noninterest income.

Restricted stock, at cost

Restricted stock consists of Federal Home Loan Bank of Atlanta (the “FHLB”) stock, Community Bankers Bank (“CBB”) stock, and Atlantic Community Bankers Bank (“ACBB”) stock. As a member of the FHLB, the Bank is required to purchase FHLB stock in an amount that is based on the Bank’s total assets. Additional stock is purchased and redeemed based on the outstanding FHLB advances to the Bank. CBB and ACBB require its correspondent banking institutions to hold stock as a condition of membership. The restricted investment in bank stocks is carried at cost. On a quarterly basis, management evaluates the bank stocks for impairment based on assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history, and impact of legislative and regulatory changes.

Loans and allowance for credit losses

Loans are stated at the current amount of unpaid principal, adjusted for deferred origination costs, deferred origination fees, premiums and discounts on acquired loans, and the allowance for credit losses. Interest on loans is accrued based on the principal amounts outstanding. Origination fees and costs, along with premiums and accretable discounts, are amortized to income over the terms of loans.

Past due status is based on the contractual terms of the loan. Management may make an exception to reporting a loan as past due, if the past due status is solely due to the loan being past maturity, the Company intends to extend the loan, and the borrower is making principal and interest payments in accordance with the terms of the matured note. The accrual of interest is discontinued when any portion of the principal or interest is 90 days past due and collateral is insufficient to discharge the debt in full. If collection of principal is evaluated as doubtful, all payments are applied to principal. Loans are individually evaluated when, based on current information, management considers it unlikely that the collection of principal and interest payments will be made according to contractual terms when due. Generally, loans are not reviewed for impairment until the accrual of interest has been discontinued, the loans are included on the watch list, or the loans are experiencing financial difficulties.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

As further discussed below, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” on January 1, 2023. FASB Accounting Standards Codification (“ASC”) Topic 326 replaced the previous “incurred loss” model for measuring credit losses, which encompassed allowances for current known and inherent losses within the portfolio, with an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. The new CECL model requires the measurement of all expected credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures based on historical experience, current conditions, and reasonable and supportable forecasts. In connection with the adoption of ASC Topic 326, we revised certain accounting policies and implemented certain accounting policy elections. Results for reporting periods beginning after January 1, 2023 will be presented under ASC Topic 326, while periods prior to January 1, 2023 will be reported in accordance with generally accepted accounting practices in the United States (“GAAP”) applicable for the time period. The revised accounting policies are described below.

Allowance for Credit Losses - Held-to-Maturity Securities: The allowance for credit losses on held-to-maturity securities is a contra-asset valuation account, calculated in accordance with ASC Topic 326, which is deducted from the amortized cost basis of held-to-maturity securities to present management’s best estimate of the net amount expected to be collected. Held-to-maturity securities are charged-off against the allowance when deemed uncollectible by management. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management has made the accounting policy election to exclude accrued interest receivable on held-to-maturity securities from the estimate of credit losses. Further information regarding our policies and methodology used to estimate the allowance for credit losses on held-to-maturity securities is presented in Note 3 – Investment Securities.

Allowance For Credit Losses - Available-for-Sale Securities: For available-for-sale securities in an unrealized loss position, we first assess whether (i) we intend to sell the security or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either case is affirmative, any previously recognized allowances are charged-off and the security’s amortized cost is written down to fair value through income. If neither case is affirmative, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive (loss) income. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. Management has made the accounting policy election to exclude accrued interest receivable on available-for-sale securities from the estimate of credit losses. Available-for-sale securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by management or when either of the aforementioned criteria regarding intent or requirement to sell is met. Prior to the adoption of ASU 2016-13, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that were deemed to be other than temporary were reflected in earnings as realized losses. In estimating other-than-temporary impairment losses prior to January 1, 2023, management considered, among other things, (i) the length of time and the extent to which the fair value had been less than cost, (ii) the financial condition and near-term prospects of the issuer and (iii) the intent and our ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

Allowance for Credit Losses - Loans: The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC Topic 326, which is deducted from the amortized cost basis of loans to present management’s best estimate of the net amount expected to be collected. Loans are charged-off against the allowance when deemed uncollectible by management. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. Management has made the accounting policy election to exclude accrued interest receivable on loans from the estimate of credit losses.

The amount of the allowance represents management’s best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless (i) management has a reasonable expectation that a loan to an individual borrower that is experiencing financial difficulty will be modified or (ii) such extension or renewal options are not unconditionally cancellable by us and, in such cases, the borrower is likely to meet applicable conditions and likely to request extension or renewal. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. The allowance for credit losses is measured on a collective basis for portfolios of loans when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Expected credit losses for collateral dependent loans, including loans where the borrower is experiencing financial difficulty but foreclosure is not probable, are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Credit loss expense related to loans reflects the totality of actions taken on all loans for a particular period including any necessary increases or decreases in the allowance related to changes in credit loss expectations associated with specific loans or pools of loans. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate appropriateness of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

In calculating the allowance for credit losses, most loans are segmented into pools based upon similar characteristics and risk profiles. Common characteristics and risk profiles include the type/purpose of loan, underlying collateral, and historical/expected credit loss patterns. For modeling purposes, our loan pools include (i) commercial real estate - owner occupied, (ii) commercial real estate - non-owner occupied, (iii) construction/land development, (iv) residential – multifamily, (v) residential – single family (vi) residential – single family home equity, (vii) commercial and industrial (viii) consumer and other. We periodically reassess each pool to ensure that the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1.         Summary of Significant Accounting Policies (continued)

The average charge-off method calculates an estimate of losses based upon past experience, which is applied prospectively across the life of each loan. This method allows for analysis and calculation on a note-by-note basis due to the CECL model calculating future cash flows at the individual note level based upon note characteristics. A forward balance is calculated from each note’s prior period balance, less monthly principal paydown and prepayment amount.

The Company utilizes its own loss data as the source for its historical loss calculations within the CECL model, where appropriate. This information is sourced from call report data and spans back to an effective start date of March 31, 2000. Loss data will continuously be uploaded into the model across subsequent periods, with results always one quarter in arrears. Utilization of loss rates across this length of time helps to incorporate results recognized across the full economic cycle and smooth periods of economic recession and recovery. The Company may deviate from utilization of its own loss rates on an as-needed basis when said loss rates have historically been non-existent. The Company may also deviate from its existing loss rates when said rates are no longer indicative of the current portfolio composition/quality, such as historical rates impacted by losses resulting from purchased loan portfolios which have since matured or been divested. In these events, the Company will utilize aggregate loss rates recognized from banks of comparable asset size throughout the state of Maryland, incurred across the same period, March 31, 2000 to present.

The measurement of expected credit losses is impacted by loan/borrower attributes and certain macroeconomic variables. Significant loan/borrower attributes utilized in our modeling processes include, among other things, (i) origination date, (ii) maturity date, (iii) payment type, (iv) collateral type and amount, (v) current risk grade, (vi) current unpaid balance, (vii) payment status/delinquency history and (viii) expected recoveries of previously charged-off amounts.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factor (“Q-Factor”) and other qualitative adjustments may increase or decrease management’s estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) any concentrations of credit, (ii) local and national economic and business conditions, (iii) changes in the nature and volume of the underlying loans, (iv) changes in the experience, ability, and depth of our lending management and staff, (v) changes in volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified loans, (vi) our credit review function, (vii) changes in lending policies and procedures and, (viii) other factors such as rising interest rates. Management also adjusts model results using a forecast of unemployment and Gross Domestic Product (“GDP”) comparted to the actual unemployment and GDP during the historical loan loss period used in the model. This adjustment is referred to the forward look adjustment. It reverts back to historical losses after three months.

In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral.

Allowance for Credit Losses - Off-Balance-Sheet Credit Exposures: The allowance for credit losses on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC Topic 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. The measurement of expected credit losses is impacted by loan/borrower attributes and certain macroeconomic variables. Significant loan/borrower attributes utilized in our modeling processes include, among other things, (i) commitment utilization rate, and (ii) collateral type and amount. The allowance is reported as a component of other liabilities in our consolidated balance sheets. Adjustments to the allowance are reported in our income statement as a component of credit loss expense.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1.         Summary of Significant Accounting Policies (continued)

	December 31, 2022		January 1, 2023
	Pre-ASC 326 Adoption		Impact of ASC 326 Adoption			As Reported Under ASC 326
Assets:
Loans, gross	$	521,679,143	$	233,411		$	521,912,554
Allowance for credit losses:
Loans:
Real estate:
Commercial		2,818,582		(448,483	)		2,370,099
Construction and land development		164,596		277,317			441,913
Residential		793,919		508,579			1,302,498
Commercial		337,303		133,838			471,141
Consumer		4,706		(4,526	)		180
Unallocated		31,092		(31,092	)		-
Allowance for credit losses on loans		4,150,198		435,633			4,585,831
Loans, net		517,528,945		(202,222	)		517,326,723
Allowance for credit losses on debt securities held to maturity		-		51,990			51,990
Net deferred tax asset		-		92,441			92,441
Liabilities:
Allowance for credit losses on off balance sheet credit exposures		-		81,723			81,723
Total equity	$	49,834,244	$	(243,494	)	$	49,590,750

Derivative Financial Instruments: At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (i) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (ii) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), and (iii) an instrument with no hedging designation (“stand-alone derivative”). For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income (loss) and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. Changes in the fair value of derivatives not designated or that do not qualify for hedge accounting are reported currently in earnings, as non-interest income.

Accrued settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Accrued settlements on derivatives not designated or that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

The Company is exposed to losses if a counterparty fails to make its payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. All the contracts to which the Company is a party settle monthly or quarterly. In addition, the Company obtains collateral above certain thresholds of the fair value of its derivatives for each counterparty based upon their credit standing and the Company has netting agreements with the dealers with which it does business.

The Company’s derivative financial instruments are described more fully in Note 14.

Stock-based Compensation: The Company recognizes in the income statement the grant date fair value of stock awards, restricted stock and restricted stock units. The fair value related to forfeitures of stock awards, restricted stock and restricted stock units are recorded to the income statement as they occur, reducing stock-based compensation expense in that period. The Company classifies stock-based compensation as either an equity award or a liability award. Equity classified awards are valued as of the grant date using either an observable market price or a valuation methodology. Liability classified awards are valued at fair value at each reporting date. For the periods presented, all of the Company’s stock awards, restricted stock, and restricted stock units are classified as equity awards.

During the third quarter of 2023, the Company granted stock awards under the Farmers and Merchants Bancshares, Inc. 2023 Equity Compensation Plan (the “Plan). Each share of common stock subject to such awards is valued at the fair market value of such share (as defined in the Plan”) as of the grant date. Outstanding restricted stock units vest in one-third increments on the anniversary date of the grant. Compensation expense is recognized on a straight-line basis over the requisite vesting period for the entire award.

The Company’s stock-based compensation is described more fully in Note 16.

Mortgage loans held for sale and mortgage banking income

Mortgage loans held for sale are carried at the lower of aggregate cost or fair value based on the current fair value of each outstanding loan. Sales of loans are recorded when the proceeds are received, with any gain or loss recorded in mortgage banking income.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

The Company sells its mortgage loans to third party investors with servicing released. Upon sale and delivery, loans are legally isolated from the Company and the Company has no ability to restrict or constrain the ability of third party investors to pledge or exchange the mortgage loans. The Company does not have the entitlement or ability to repurchase the mortgage loans or unilaterally cause third party investors to put the mortgage loans back to the Company.

Premises and equipment

Land is carried at cost. Premises and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation on buildings and equipment is computed over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized using the straight-line method over the term of the lease or the estimated useful lives of the asset, whichever is shorter.

Other real estate owned

Real estate acquired through foreclosure or by deed in lieu of foreclosure is recorded at fair value less estimated costs to sell on the date acquired establishing a new cost basis. Losses incurred at the time of acquisition of the property are charged to the allowance for credit losses. Subsequent reductions in the estimated value of the property are included with any gains or losses on sale in noninterest expense.

Bank owned life insurance

The Company has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Goodwill and other intangible assets

Goodwill is calculated as the purchase premium, if any, after adjusting for the fair value of net assets acquired in purchase transactions. Goodwill is not amortized but is reviewed for potential impairment on at least an annual basis, with testing between annual evaluation if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit. Other intangible assets represent purchased assets that can be distinguished from goodwill because of contractual or other legal rights. The Company’s other intangible asset, core deposit intangible (“CDI”) has a finite life and is amortized over 10 years on a straight line basis, which is believed to be substantially the same as the interest method.

Revenue recognition

ASC Topic 606 does not apply to revenue associated with the financial instruments, including revenue from loans and securities. The Company’s services that fall within the scope of Topic 606 are presented within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer. A description of the Company’s noninterest revenue streams is discussed below:

Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for overdraft, monthly service fees, and other deposit account related fees. Overdraft fees are recognized when the overdraft occurs. The Company’s performance obligation for monthly service fees is generally satisfied over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

Interchange Income: The Company earns interchange fees from debit cardholder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services. The Company’s analysis of its relationship with its interchange debit card provider is agent based.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

As a result, income from debit cardholder transactions is presented net against expenses paid to the interchange debit card provider in service charges on deposit accounts on the consolidated statements of income.

Other Service Charges and Fees: The Company earns fees from its customers for transaction-based services. Services include, safe deposit box, debit/ATM card income, cashier’s check, stop payment and wire transfer fees. In each case, these fees and service charges are recognized in income at the time or within the same period that the services are rendered.

Operating leases

The Company accounts for lease obligations in accordance with ASU 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees are required to recognize the following for all leases (with the exception of qualifying 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. The Company has determined it has no financing or sales type leases as of the balance sheet date.

Advertising costs

Advertising costs are expensed in the period incurred and totaled $270,308 and $258,032 for the years ended December 31, 2023 and 2022, respectively.

Income taxes

The provision for income taxes includes income taxes payable for the current year and deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

Earnings per share

Earnings per share is determined by dividing net income by the weighted average number of shares of common stock outstanding, giving retroactive effect to any stock dividends. The following table shows the weighted average number of shares used in computing earnings per share and the effect of weighted average number of shares of dilutive potential common stock. Dilutive potential common stock has no effect on income available to common shareholders. There were 3,000 restricted stock units included in weighted average dilutive shares for the year ended December 31, 2023 as the shares were dilutive. There were no common stock equivalents outstanding at December 31, 2022.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

	Year Ended December 31,
	2023		2022
Net income	$	6,418,337	$	8,090,127
Weighted average shares outstanding		3,083,021		3,046,377
Effect of dilutive restricted stock units		3,000		-
Weighted average shares outstanding		3,086,021		3,046,377
Earnings per share - basic	$	2.08	$	2.66
Earnings per share - diluted	$	2.08	$	2.66

Recent accounting pronouncements

Management has the responsibility for the selection and use of appropriate accounting policies. The significant accounting policies used by the Company are described in the notes to the consolidated financial statements.

The following accounting guidance has been approved by the FASB and would apply to the Company if the Company entered into an applicable activity.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision mark (CODM), an amount for other segments items by reportable segment and a description of its composition, all annual disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with the measurement principles used in an entity’s consolidated financial statements. Lastly, this ASU requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies (continued)

Recently Adopted Accounting Developments

During June 2016, FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”.  The ASU, as amended, requires an entity to measure expected credit losses for financial assets carried at amortized cost based on historical experience, current conditions, and reasonable and supportable forecasts. Among other things, the ASU also amended the impairment model for available for sale securities and addressed purchased financial assets with deterioration.   The Company adopted ASU 2016-13 as of January 1, 2023. The adjustment recorded at adoption to the overall allowance for credit losses, which consisted of adjustments to the allowance for credit losses on loans and held-to-maturity securities, as well as an adjustment to the Company’s reserve for unfunded loan commitments, was $569,346. The adjustment net of tax recorded to stockholders’ equity totaled $243,494.

In March 2022, FASB issued ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The amendments in this ASU were applied prospectively, except for the transition method related to the recognition and measurement of troubled debt restructurings an entity had the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. ASU 2022-02 was effective for the Company on January 1, 2023, and it did not have a material impact on the Company’s consolidated financial statements.

In March 2022, FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815), Fair Value Hedging - Portfolio Layer Method.” ASU 2022-01 clarifies the guidance in ASC Topic 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets and is intended to better align hedge accounting with an organization’s risk management strategies. In 2017, FASB issued ASU 2017-12 to better align the economic results of risk management activities with hedge accounting. One of the major provisions of that standard was the addition of the last-of-layer hedging method. For a closed portfolio of fixed-rate prepayable financial assets or one or more beneficial interests secured by a portfolio of prepayable financial instruments, such as mortgages or mortgage-backed securities, the last-of-layer method allows an entity to hedge its exposure to fair value changes due to changes in interest rates for a portion of the portfolio that is not expected to be affected by prepayments, defaults, and other events affecting the timing and amount of cash flows. ASU 2022-01 renames that method as the “portfolio layer method”. ASU 2022-01 was effective for the Company on January 1, 2023.

Management believes that the accounting policies adopted by management are consistent with authoritative GAAP and are consistent with those followed by our peers.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

2. Cash and Cash Equivalents

The Company normally carries balances with other banks that exceed the federally insured limit. The average balance carried in excess of the limit, including unsecured federal funds sold to the same banks, was $1,050,354 and $11,945,635 during the years ended December 31, 2023 and 2022, respectively.

Deposits held in noninterest-bearing transaction accounts are aggregated with any interest-bearing deposits the owner may hold in the same category. The combined total is insured up to $250,000.

Banks are required to carry noninterest-bearing cash reserves of specified percentages of deposit balances. The Company’s normal balances of cash on hand and on deposit with other banks are sufficient to satisfy the reserve requirements. The FRB reserve requirement was $0 at December 31, 2023 and 2022.

3. Investment Securities

Debt securities are summarized as follows:

	Amortized		Unrealized		Unrealized		Fair		Allowance for		Net Carrying
December 31, 2023	cost		gains		losses		value		Credit Losses		Amount
Available for sale
State and municipal	$	500,000	$	-	$	15,192	$	484,808	$	-	$	484,808
SBA pools		776,686		1,160		11,136		766,710		-		766,710
Corporate bonds		9,853,988		-		1,283,559		8,570,429		-		8,570,429
Mortgage-backed securities		175,742,562		1,025,623		22,505,459		154,262,726		-		154,262,726
	$	186,873,236	$	1,026,783	$	23,815,346	$	164,084,673	$	-	$	164,084,673
Held to maturity
State and municipal	$	20,199,249	$	39,537	$	1,175,565	$	19,063,221	$	35,627	$	20,163,622

	Amortized		Unrealized		Unrealized		Fair
December 31, 2022	cost		gains		losses		value
Available for sale
State and municipal	$	570,122	$	-	$	17,841	$	552,281
SBA pools		1,033,606		1,425		15,234		1,019,797
Corporate bonds		10,414,146		-		1,024,250		9,389,896
Mortgage-backed securities		137,896,519		-		22,544,044		115,352,475
	$	149,914,393	$	1,425	$	23,601,369	$	126,314,449
Held to maturity
State and municipal	$	20,508,997	$	4,176	$	1,633,378	$	18,879,795

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

3. Investment Securities (continued)

The allowance for credit losses on held-to-maturity securities is a contra-asset valuation account that is deducted from the amortized cost basis of held-to-maturity securities to present the net amount expected to be collected. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to securities issued by states and political subdivisions, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. Unrated bonds were underwritten similar to commercial loans and the financial condition of the issuer is monitored periodically. Expected credit losses on commercial loans are applied to unrated bonds.

The following table summarizes Moody's and/or Standard & Poor's bond ratings (Company’s primary credit quality indicator) for our portfolio of held-to-maturity securities issued by states and political subdivisions as of December 31, 2023 at amortized cost:

	December 31, 2023
AAA		2,785,955
AA		10,434,388
A		3,808,365
BAA		250,661
Not rated		2,919,880
Total		20,199,249

Historical loss rates associated with securities having similar grades as those in our portfolio have generally not been significant. Furthermore, as of December 31, 2023, there were no past due principal or interest payments associated with these securities and none are on nonaccrual.

The following table details activity in the allowance for credit losses on held-to-maturity securities for the year ended December 31, 2023:

	Year Ended
	December 31, 2023
Beginning balance	$	-
Impact of adopting ASC 326		51,990
Recovery of credit loss		(16,363	)
Ending balance	$	35,627

Available for sale securities accrued interest receivable totaled $418,549 and $310,324 and held to maturity securities accrued interest receivable totaled $121,670 and $122,874 as of December 31, 2023 and 2022, respectively.  Both are grouped in accrued interest receivable on the balance sheet.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

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
December 31, 2023	cost		value		cost		value
Within one year	$	1,259,692	$	1,220,382	$	230,000	$	230,065
Over one to five years		1,779,830		1,708,398		666,321		652,278
Over five to ten years		7,314,466		6,126,457		5,864,476		5,654,095
Over ten years		-		-		13,438,452		12,526,783
		10,353,988		9,055,237		20,199,249		19,063,221
Mortgage-backed securities and
SBA pools, due in monthly installments		176,519,248		155,029,436		-		-
	$	186,873,236	$	164,084,673	$	20,199,249	$	19,063,221

Securities with a carrying value of $50,371,861 and $24,258,980 as of December 31, 2023 and 2022, respectively, were pledged as collateral for securities sold under repurchase agreements and other collateralized deposits.

The following table sets forth the Company’s gross unrealized losses on a continuous basis for investment securities, by category and length of time.

December 31, 2023	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	$	2,210,426	$	19,997	$	11,834,320	$	1,170,760	$	14,044,746	$	1,190,757
SBA pools		-		-		659,869		11,136		659,869		11,136
Corporate bonds		341,264		58,736		8,229,165		1,224,823		8,570,429		1,283,559
Mortgage-backed securities		23,840,242		378,379		104,657,869		22,127,080		128,498,111		22,505,459
Total	$	26,391,932	$	457,112	$	125,381,223	$	24,533,799	$	151,773,155	$	24,990,911

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

3. Investment Securities (continued)

December 31, 2022	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	$	13,668,676	$	1,057,412	$	1,537,715	$	593,807	$	15,206,391	$	1,651,219
SBA pools		-		-		857,259		15,234		857,259		15,234
Corporate bonds		4,184,875		356,746		4,805,021		667,504		8,989,896		1,024,250
Mortgage-backed securities		25,284,430		2,293,151		90,068,045		20,250,893		115,352,475		22,544,044
Total	$	43,137,981	$	3,707,309	$	97,268,040	$	21,527,438	$	140,406,021	$	25,234,747

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 December 31, 2023, 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 December 31, 2023, 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.

There were no security sales in 2023 or 2022.

4. Related Party Transactions

Certain executive officers and directors of the Company, including members of their immediate families and related companies were indebted to the Company during 2023 and 2022. The loans were made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with borrowers who are not related to the Company. During the years ended December 31, 2023 and 2022, the activity of these loans was as follows:

	2023			2022
Balance, beginning of year	$	12,227,721		$	13,822,556
Additions		177,968			3,274,719
Amounts collected		(927,052	)		(4,869,554	)
Balance, end of year	$	11,478,637		$	12,227,721

Unused lines of credit to related parties totaled $58,000 and $208,100 at December 31, 2023 and 2022, respectively.

Letters of credit issued to related parties totaled $15,847 at December 31, 2023 and 2022.

Deposits at the Company from related parties totaled $8,314,359 and $10,138,362 at December 31, 2023 and 2022, respectively.

Payments to companies controlled by directors totaled $6,545 in 2023 and $54,624 in 2022.

- 68 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

5. Loans and allowance for credit losses

Major categories of loans at December 31, 2023 and 2022 are as follows:

	2023		2022
Real estate:
Commercial	$	361,942,511	$	351,794,702
Construction and land development		20,446,150		23,978,373
Residential		112,789,631		114,683,149
Commercial		32,823,072		31,066,497
Consumer		165,136		156,422
		528,166,500		521,679,143
Less:  Allowance for credit losses		4,285,247		4,150,198
Deferred origination fees, net of costs		573,209		608,405
	$	523,308,044	$	516,920,540

For purposes of monitoring the performance of the loan portfolio and estimating the allowance for credit losses, the Company's loans receivable portfolio is segmented as follows: commercial real estate, construction and land development, residential, commercial and industrial, and consumer.

Commercial real estate loans carry risks of the client’s ability to repay the loan from the cash flow derived from the underlying real estate. Risks inherent in managing a commercial real estate portfolio relate to sudden or gradual drops in property values as well as changes in the economic climate. Real estate security diminishes risks only to the extent that a market exists for the subject collateral. These risks are attempted to be mitigated by carefully underwriting loans of this type and by following appropriate loan-to-value standards. The Company generally requires personal guarantees or endorsements with respect to these loans and loan-to-value ratios for real estate-commercial loans generally do not exceed 80%.

Construction and land development real estate loans carry risks that the project will not be finished according to schedule, the project will not be finished according to budget and the value of the collateral  may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who  may or  may not be a loan customer,  may be unable to finish the construction project as planned because of financial pressure unrelated to the project. The Company generally requires personal guarantees or endorsements with respect to these loans and loan-to-value ratios for real estate-commercial loans generally do not exceed 80%.

Residential real estate mortgage loans, including equity lines of credit, carry risks associated with the continued credit-worthiness of the borrower and the changes in the value of the collateral.

Commercial and industrial loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because the repayment of these loans  may be dependent upon the profitability and cash flows of the business or project. In addition, there is risk associated with the value of collateral other than real estate which  may depreciate over time and cannot be appraised with as much precision.

Consumer loans carry risks associated with the continued credit-worthiness of the borrower and the value of the collateral. The Company's consumer loans consist primarily of installment loans made to individuals for personal, family and household purposes. These risks are attempted to be mitigated by following appropriate loan-to-value standards and an experienced management team for this type of portfolio.

- 69 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

5. Loans (continued)

The following tables present the amortized cost basis of loans on nonaccrual status and loans past 90 days or more still accruing as of December 31, 2023 and 2022:

	Nonaccrual		Nonaccrual
	With No		With
	Allowance		Allowance
	for Credit Loss		for Credit Loss
December 31, 2023
Real estate:
Commercial	$	-	$	502,961
Construction and land development		-		-
Residential		-		-
Commercial		-		152,449
Consumer		-		-
	$	-	$	655,410
December 31, 2022
Real estate:
Commercial	$	-	$	502,961
Construction and land development		-		-
Residential		-		-
Commercial		-		152,449
Consumer		-		-
	$	-	$	655,410

The Company did not recognize any interest income on nonaccrual loans during the year ended December 31, 2023 or the year ended December 31, 2022.

- 70 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

5. Loans (continued)

At December 31, 2023, the Company had one non-accrual commercial real estate loan totaling $502,961 and one non-accrual commercial loan totaling $152,449. The commercial loan was secured by business assets and a personal guaranty. Gross interest income of $45,856 would have been recorded in 2023 if these non-accrual loans had been current and performing in accordance with the original terms. The Company allocated $450,000 of its allowance for credit losses to these non-accrual loans.

At December 31, 2022, the Company had one non-accrual commercial real estate loan totaling $502,961 and one non-accrual commercial loan totaling $152,449. The commercial loan was secured by business assets and a personal guaranty. Gross interest income of $45,856 would have been recorded in 2022 if these non-accrual loans had been current and performing in accordance with the original terms. The Company allocated $281,910 of its allowance for credit losses to these non-accrual loans.

An age analysis of past due loans, segregated by class of loans, as of year-end, 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
December 31, 2023
Real estate:
Commercial	$	-	$	-	$	502,961	$	502,961	$	361,439,550	$	361,942,511	$	-
Construction and land development		-		-		-		-		20,446,150		20,446,150		-
Residential		161,431		-		-		161,431		112,628,200		112,789,631		-
Commercial		-		-		152,449		152,449		32,670,623		32,823,072		-
Consumer		1,163		-		-		1,163		163,973		165,136		-
Total	$	162,594	$	-	$	655,410	$	818,004	$	527,348,496	$	528,166,500	$	-
December 31, 2022
Real estate:
Commercial	$	-	$	-	$	502,961	$	502,961	$	351,291,741	$	351,794,702	$	-
Construction and land development		-		-		-		-		23,978,373		23,978,373		-
Residential		311,409		-		-		311,409		114,371,740		114,683,149		-
Commercial		-		-		152,449		152,449		30,914,048		31,066,497		-
Consumer		-		-		-		-		156,422		156,422		-
Total	$	311,409	$	-	$	655,410	$	966,819	$	520,712,324	$	521,679,143	$	-

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2023:

Real estate:
Commercial	$	2,515,103
Construction and land development		-
Residential		275,622
Commercial		152,449
Consumer		-
	$	2,943,174

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

5. Loans (continued)

Impaired loans, segregated by class of loans with average recorded investment and interest recognized for the year ended December 31, 2022 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
December 31, 2022
Commercial real estate	$	7,019,415	$	6,516,454	$	502,961	$	7,019,415	$	129,461	$	3,509,708	$	223,476
Residential real estate		256,350		256,350		-		256,350		-	$	128,175		10,594
Commercial		152,449		-		152,449		152,449		152,449	$	76,224		-
	$	7,428,214	$	6,772,804	$	655,410	$	7,428,214	$	281,910	$	3,714,107	$	234,070

From time to time, loans to borrowers experiencing financial difficulty may be modified. Generally, the modifications we grant are extensions of terms, deferrals of payments for an extended period or interest rate reductions. Occasionally, we may modify a loan by providing principal forgiveness. In some cases, we will modify a loan by providing multiple types, or combinations, of concessions.

The following table presents the amortized cost basis of loans at December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2023, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of loans is also presented below. There was one modification to a borrower experiencing financial difficulty during the year ended December 31, 2023. The term of the loan was extended by three months. The loans was not delinquent at December 31, 2023 and was not in default.

			Total Class
	Term		of Financing
	Extension		Receivable
Commercial real estate	$	1,973,558		0.55	%
Total	$	1,973,558		0.37	%

Accrued interest receivable on loans totaled $1,539,332 and $1,373,078 at December 31, 2023 and 2022, respectively, and is included accrued interest receivable on the balance sheet.

- 72 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

5. Loans (continued)

Credit Quality Indicators

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:

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 Bank’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. This classification is intended to be temporary while the Bank learns more about the condition of the borrower and the collateral.

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 Bank 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 Bank management.

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, at year-end, are as follows:

- 73 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

5. Loans (continued)

	Term Loans Amortized Cost Basis by Origination
													Revolving
	2023		2022		2021		2020		2019		Prior		Loans		Total
Commercial Real Estate
Pass	$	27,500,909	$	73,944,442	$	54,973,818	$	20,540,492	$	25,102,276	$	147,755,491	$	2,694,268	$	352,511,696
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		9,430,815		-		9,430,815
Doubtful		-		-		-		-		-		-		-		-
Total	$	27,500,909	$	73,944,442	$	54,973,818	$	20,540,492	$	25,102,276	$	157,186,306	$	2,694,268	$	361,942,511
Construction and Land Development
Pass	$	3,359,456	$	6,519,085	$	4,623,119	$	642,571	$	309,038	$	4,992,881	$	-	$	20,446,150
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total	$	3,359,456	$	6,519,085	$	4,623,119	$	642,571	$	309,038	$	4,992,881	$	-	$	20,446,150
Residential Real Estate
Pass	$	10,109,347	$	18,603,074	$	9,870,791	$	6,793,326	$	16,218,714	$	40,015,758	$	9,501,733	$	111,112,743
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		1,676,888		-		1,676,888
Doubtful		-		-		-		-		-		-		-		-
Total	$	10,109,347	$	18,603,074	$	9,870,791	$	6,793,326	$	16,218,714	$	41,692,646	$	9,501,733	$	112,789,631
Commercial
Pass	$	7,016,763	$	8,074,370	$	3,264,342	$	1,225,297	$	884,537	$	910,042	$	11,295,272	$	32,670,623
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		152,449		-		-		152,449
Doubtful		-		-		-		-		-		-		-		-
Total	$	7,016,763	$	8,074,370	$	3,264,342	$	1,225,297	$	1,036,986	$	910,042	$	11,295,272	$	32,823,072
Consumer
Pass	$	92,295	$	32,771	$	4,179	$	4,895	$	7,226	$	2	$	-	$	141,368
Special Mention		-		-		-		-		-		-		-		-
Substandard		6,106		-		1,524		-		-		-		-		7,630
Doubtful		-		-		-		-		-		-		16,138		16,138
Total	$	98,401	$	32,771	$	5,703	$	4,895	$	7,226	$	2	$	16,138	$	165,136
Aggregate total
Pass	$	48,078,770	$	107,173,742	$	72,736,249	$	29,206,581	$	42,521,791	$	193,674,174	$	23,491,273	$	516,882,580
Special Mention		-		-		-		-		-		-		-		-
Substandard		6,106		-		1,524		-		152,449		11,107,703		-		11,267,782
Doubtful		-		-		-		-		-		-		16,138		16,138
Total	$	48,084,876	$	107,173,742	$	72,737,773	$	29,206,581	$	42,674,240	$	204,781,877	$	23,507,411	$	528,166,500

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

5. Loans (continued)

December 31, 2022	Excellent		Above average		Average		Acceptable		Pass watch		Special mention		Substandard		Doubtful		Total
Real estate:
Commercial	$	-	$	-	$	65,908,980	$	201,854,424	$	70,826,837	$	3,558,954	$	9,645,507	$	-	$	351,794,702
Construction and land development		-		-		3,845,351		12,087,402		8,045,620		-		-		-		23,978,373
Residential		15,613		573,108		35,774,807		63,833,864		10,815,681		1,397,282		2,272,794		-		114,683,149
Commercial		178,916		-		4,347,337		16,039,145		9,773,961		574,689		152,449		-		31,066,497
Consumer		722		15,715		93,684		4,439		6,481		-		-		35,381		156,422
	$	195,251	$	588,823	$	109,970,159	$	293,819,274	$	99,468,580	$	5,530,925	$	12,070,750	$	35,381	$	521,679,143

The following tables detail activity in the allowance for credit losses by portfolio for the years ended December 31, 2023 and 2022. 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 credit losses ending				Outstanding loan balances
						Provision for									balance evaluated for impairment:				evaluated:
	Beginning		Impact of ASC			(recovery of)			Charge				Ending
December 31, 2023	balance		326 Adoption			credit losses			offs		Recoveries		balance		Individually		Collectively		Individually		Collectively
Real estate:
Commercial	$	2,818,582	$	(448,483	)	$	79,889		$	-	$	-	$	2,449,988	$	297,551	$	2,152,437	$	2,515,103	$	359,427,408
Construction and land development		164,596		277,317			(200,665	)		-		11,925		253,173		-		253,173		-		20,446,150
Residential		793,919		508,579			(676,608	)		-		387,048		1,012,938		-		1,012,938		275,622		112,514,009
Commercial		337,303		133,838			22,361			-		-		493,502		152,449		341,053		152,449		32,670,623
Consumer		4,706		(4,526	)		1,900			-		-		2,080		-		2,080		-		165,136
Unallocated		31,092		(31,092	)		73,566			-		-		73,566		-		73,566		-		-
	$	4,150,198	$	435,633		$	(699,557	)	$	-	$	398,973	$	4,285,247	$	450,000	$	3,835,247	$	2,943,174	$	525,223,326

													Allowance for loan losses ending						Outstanding loan balances
			Provision										balance evaluated for impairment:						evaluated for impairment:
	Beginning		for loan			Charge					Ending		Purchase Credit						Purchase Credit
December 31, 2022	balance		losses			offs			Recoveries		balance		Individually		Impaired		Collectively		Individually		Impaired		Collectively
Real estate:
Commercial	$	2,482,930	$	343,424		$	(7,772	)	$	-	$	2,818,582	$	129,461	$	-	$	2,689,121	$	7,019,415	$	-	$	344,775,287
Construction and land development		214,547		(66,151	)		-			16,200		164,596		-		-		164,596		-		369,622		23,608,751
Residential		603,558		171,391			-			18,970		793,919		-		-		793,919		256,350		209,583		114,217,216
Commercial		255,413		84,358			(2,468	)		-		337,303		152,449		-		184,854		152,449		-		30,914,048
Consumer		4,370		336			-			-		4,706		-		-		4,706		-		-		156,422
Unallocated		89,450		(58,358	)		-			-		31,092		-		-		31,092		-		-		-
	$	3,650,268	$	475,000		$	(10,240	)	$	35,170	$	4,150,198	$	281,910	$	-	$	3,868,288	$	7,428,214	$	579,205	$	513,671,724

- 75 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

5. Loans (continued)

Loans acquired from Carroll Community Bank in 2020 were measured at fair value at the acquisition date with no carryover of any allowance for credit losses. The following table provides activity for the accretable credit discount of purchased loans:

Balance at December 31, 2022	$	930,973
Transfer to accretable		-
Accretion		(391,635	)
Balance at December 31, 2023	$	539,338

During 2022, accretion of $698,269 was recorded.

At December 31, 2023, the nonaccretable difference on purchased credit impaired loans was $0, a decrease of $233,411 from December 31, 2022 as a result of the adoption of ASU 2016-13 for credit losses. At December 31, 2023, the remaining yield premium on purchased loans was $509,087. Yield premium amortization was $369,669 and $526,377 in 2023 and 2022, respectively. At December 31, 2023, the principal balance of purchased loans was $74,146,002 and the carrying value was $74,115,751.

The following table details activity in the allowance for credit losses on unfunded loan commitments:

	2023
Balance at December 31, 2022	$	-
Impact of adopting ASC 326		81,723
Credit loss expense		145,920
Balance at December 31, 2023	$	227,643

The following table provides a summary of all of the components of the allowance for credit losses:

	Year Ended December 31, 2023
	Held to maturity securities			Loans			Unfunded loan commitments		Total
Beginning balance	$	-		$	4,150,198		$	-	$	4,150,198
Impact of adopting ASC 326		51,990			435,633			81,723		569,346
Provision for (recovery of) credit losses		(16,363	)		(699,557	)		145,920		(570,000	)
Charge-offs		-			-			-		-
Recoveries		-			398,973			-		398,973
Ending balance	$	35,627		$	4,285,247		$	227,643	$	4,548,517

Loans having an aggregate balance of approximately $468.3 million were pledged as collateral to the FHLB as of December 31, 2023. Loans having an aggregate balance of approximately $59.7 million were pledged as collateral to the Federal Reserve Bank of Richmond (the “FRB”) as of December 31, 2023. At December 31, 2023 and 2022, the Company serviced participation loans for others totaling $15.5 and $13.5 million, respectively.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

5. Loans (continued)

The Company makes loans to customers located primarily in Baltimore County and Carroll County, Maryland and in surrounding areas of northern Maryland. Although management believes that the loan portfolio is diversified, many loans are secured by real estate and its performance will be influenced by the economy of the region, including local real estate markets.

6. Premises and Equipment

A summary of premises and equipment is as follows:

	Useful lives (in years)				2023		2022
Land and improvements			-		$	2,602,998	$	2,602,998
Buildings and improvements		15	-	39		6,718,452		6,171,003
Furniture and equipment		3		10		5,442,669		5,162,976
						14,764,119		13,936,977
Accumulated depreciation and amortization						8,180,667		7,750,383
					$	6,583,452	$	6,186,594
Depreciation and amortization expense					$	466,559	$	445,939

In July 2022, the Company’s Upperco, Maryland location incurred significant storm damage to the building and its contents. Insurance proceeds of $779,064 were received. Of that amount, $67,850 was used to repair the roof. The remainder, less the book value of the damaged portion of the building and contents of $37,732, resulted in a gain of $673,483.

Software with a net book value of $66,375 and $90,927 as of December 31, 2023 and 2022, respectively, is included in other assets. Amortization expense of $43,528 and $36,550 was recorded in 2023 and 2022, respectively.

7. Goodwill and Other Intangibles

The Merger resulted in the recording of goodwill and CDI. The following table presents the changes in both assets:

	Goodwill		CDI			Total
Balance at December 31, 2021	$	6,978,208	$	72,872		$	7,051,080
Amortization		-		(8,328	)		(8,328	)
Balance at December 31, 2022		6,978,208		64,544			7,042,752
Amortization		-		(8,328	)		(8,328	)
Balance at December 31, 2023	$	6,978,208	$	56,216		$	7,034,424

The CDI is being amortized over 10 years on a straight-line basis. Annual amortization will be $8,328 per year and $6,246 in year 10. Since the Merger was a tax-free reorganization, neither the goodwill nor CDI is deductible for income tax purposes. A goodwill impairment analysis is performed annually as of September 30, 2023.

- 77 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

8. Commitments and Contingencies

Lease Commitments

The Company has an operating lease for the land on which the Hampstead branch is located. The initial term of the lease expired on September 30, 2009 and the lease was renewed for three five year terms with an expiration date of September 30, 2024. The lease has options to renew for five additional consecutive five- year terms. Effective in July 2012, the Company entered into an operating lease for certain facilities where the Greenmount branch is located. The initial term of the lease was for five years and, effective January 2018, the lease has been renewed for one five-year term with an option to renew for an additional five-year term. The Company entered into an operating lease for the corporate headquarters in June 2015. In July 2019, the lease was amended to increase the amount of space. The lease was renewed in June 2020 with options to renew for three additional consecutive five year terms. In May 2018, the Company entered into a lease for its Carroll Lutheran Village branch with a term of five years and the option to renew for two additional five year terms.

The following table shows operating lease right of use assets and operating lease liabilities as of December 31, 2023:

	Consolidated Balance Sheet classification	December 31, 2023		December 31, 2022
Operating lease right of use asset	Other assets	$	794,484	$	943,933
Operating lease liabilities	Other liabilities		1,010,461		1,166,476

Operating lease cost included in occupancy expense in the statement of income was $184,300 during 2023 and $188,909 during 2022.

Future undiscounted lease payments for operating leases with initial terms of one year or more as of December 31, 2023 are as follows:

Year	Amount
2024	$	193,232
2025		198,886
2026		204,718
2027		210,735
2028		134,782
Thereafter		147,198
Total lease payments		1,089,551
Less imputed interest		(79,090	)
Present value of operating lease liabilities	$	1,010,461

For operating leases as of December 31, 2023, the weighted average remaining lease term is 5.57 years and the weighted average discount rate is 3.25%. During the years ended December 31, 2023 and 2022, cash paid for amounts included in the measurement of lease liabilities was $190,866 and $184,554, respectively.

- 78 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

8. Commitments and Contingencies (continued)

Outstanding loan commitments, unused lines of credit, and letters of credit as of December 31, were as follows:

	2023		2022
Loan commitments
Construction and land development	$	8,575,337	$	911,500
Commercial		17,877,375		398,046
Commercial real estate		7,277,500		9,264,000
Residential		2,195,000		3,402,371
	$	35,925,212	$	13,975,917
Unused lines of credit
Home-equity lines	$	11,395,790	$	12,086,758
Commercial lines		46,610,690		25,464,025
	$	58,006,480	$	37,550,783
Letters of credit	$	1,339,391	$	1,403,956

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 necessarily 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.

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.

Insurance Reserves

Until November 6, 2022, through reinsurance and pooling arrangements, the Insurance Subsidiary insured risks of the Bank (primarily professional liability) that were not available in typical commercially available policies. In addition, the Insurance Subsidiary, as one protected cell of a protected cell captive insurance company, is responsible for a portion of all claims filed by the other captive insurance companies that participate in the pool in which the Insurance Subsidiary participates. The Company records liabilities for claims incurred but not reported based on historical loss information and claim emergence patterns. Total liabilities related to Insurance Subsidiary claims at December 31, 2023 and 2022 were $332,364 and $530,720, respectively, and are included in other liabilities in the Consolidated Balance Sheet. The Bank did not renew the policy through the Insurance Subsidiary after the previous policy expired on November 6, 2022. The Bank may renew the policy at a later date.

- 79 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

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 $261,337 and $256,251 for 2023 and 2022, 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. Some of the policies provide benefits subsequent to the employee’s employment with the Company. For this plan, the Company expensed $7,337 and $6,809 in 2023 and 2022, respectively.

The Company adopted supplemental executive retirement plans for four 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 $165,751 and $154,911 in 2023 and 2022, respectively, for these plans.

Retirement plan expenses are included in employee benefits on the Consolidated Statements of Income.

10. Interest-Bearing Deposits

Major classifications of interest-bearing deposits are as follows:

	2023		2022
NOW	$	137,733,333	$	135,716,736
Money market		71,517,344		99,173,640
Savings		86,015,383		103,308,454
Certificates of deposit, greater than $250,000		63,400,261		37,976,238
Other time deposits		207,011,824		120,740,707
	$	565,678,145	$	496,915,775

As of December 31, 2023, certificates of deposit mature as follows:

Year	Amount
2024	$	213,140,147
2025		19,413,317
2026		9,266,847
2027		1,348,698
2028		27,243,076
	$	270,412,085

In connection with the Merger, the Company recognized a certificate of deposit premium of $616,377, which is being accreted using the interest method based upon the maturity of each certificate of deposit. Accretion of $69,843 and $160,923 were recorded in 2023 and 2022, respectively.

- 80 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

11. Borrowed Funds

Borrowed funds consist of securities sold under repurchase agreements, which represent overnight or term borrowings from customers, advances from the FHLB of Atlanta, the FRB, and overnight borrowings from a commercial bank. The government agency securities that are the collateral for these agreements are owned by the Company and maintained in the custody of an unaffiliated agent designated by the Company.

On September 30, 2020, Farmers and Merchants Bancshares, Inc. borrowed $17,000,000 from First Horizon Bank (“FHN”) to be used, on October 1, 2020, to fund a portion of the merger consideration paid in the Merger. Net of issuance costs of $28,126, the proceeds of the net long-term debt were $16,971,874. The loan matures on September 30, 2025. The interest rate on the loan is fixed at 4.10%. The Company made quarterly interest-only payments through October 1, 2021. During the remaining term of the loan, the Company is required to make quarterly interest and principal payments of approximately $646,472, which is based on a nine-year straight-line amortization schedule. The remaining balance of approximately $9,916,667 will be due at maturity. To secure its obligations under this loan, the Company pledged all of its shares of common stock of the Bank to FHN.

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.

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

		2023			2022
Amount oustanding at year-end:
Securities sold under repurchase agreements		$	6,760,493		$	5,175,303
Federal Home Loan Bank advances			5,000,000			20,000,000
Federal Home Loan Bank advances mature in:	2023		-			15,000,000
	2025		5,000,000			5,000,000
Federal Reserve Bank advances mature in:	2024		33,000,000			-
Long-term debt (net of issuance costs)			13,212,378			15,095,642
Weighted average rate paid at year-end:
Securites sold under repurchase agreements			1.25	%		0.30	%
Federal Home Loan Bank advances			1.00	%		3.68	%
Federal Reserve Bank advances			4.83	%		-
Long-term debt			4.10	%		4.10	%
Average rate paid during the year ended December 31:
Securites sold under repurchase agreements			0.90	%		0.30	%
Federal Home Loan Bank advances			3.57	%		1.55	%
Federal Reserve Bank advances			5.31	%		0.00	%
Long-term debt			4.10	%		4.10	%

- 81 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

11. Borrowed Funds (continued)

	2023		2022
Investment securities underlying the repurchase agreements at December 31:	$	10,931,040	$	11,389,983
Carrying value
Loans pledged to the Federal Home Loan Bank at December 31:	$	468,200,244	$	458,863,387
Carrying value
Loans pledged to the Federal Reserve Bank at December 31:	$	59,830,354	$	62,720,368
Carrying value

The Company is approved to borrow approximately $60.5 million against eligible pledged single family residential loans, eligible pledged multi-family loans, eligible pledged commercial loans, and eligible pledged securities under a secured line of credit with the FHLB. In addition, the Company has a facility with the FRB whereby the Company can borrow up to $25.4 million. The Company also has available an unsecured federal funds line of credit of $14.5 million and a secured federal funds line of credit of $9 million from commercial banks.

12. Income Taxes

The components of income tax expense are as follows:

	2023		2022
Current
Federal	$	1,172,513	$	1,852,205
State		452,567		883,493
		1,625,080		2,735,698
Deferred tax expense (benefit)		392,170		(250,672	)
	$	2,017,250	$	2,485,026

The components of the deferred tax expense are as follows:

	2023			2022
Depreciation	$	(14,401	)	$	15,108
Insurance proceeds for storm damage		1,212			185,326
Provision for credit losses on loans		52,362			(160,332	)
Provision for credit losses on held to maturity securities		4,503			-
Provision for credit losses on unfunded commitments		(40,154	)		-
Other real estate owned allowance for loss		388,057			-
Nonaccrual interest		(3,590	)		(29,429	)
Prepaid captive insurance premium		-			(357,518	)
Write-down of equity securities		1,498			(11,583	)
Lease liability, net of right of use asset		1,807			(1,198	)
Purchase accounting adjustments		22,972			153,455
Stock compensation		(1,249	)
Post-retirement benefits		(20,847	)		(44,501	)
	$	392,170		$	(250,672	)

- 82 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

12. Income Taxes (continued)

The components of the net deferred tax asset are as follows:

	2023		2022
Deferred tax assets
Allowance for credit losses on loans	$	1,179,193	$	1,111,679
Allowance for credit losses on held to maturity securities		9,803		-
Allowance for credit losses on unfunded commitments		62,642		-
Other real estate owned allowance for loss		46,571		434,628
Derivatives		442,825		-
Nonaccrual interest		121,600		118,010
Post-retirement benefits		716,831		695,983
Purchase accounting adjustments		-		81,687
Unrealized loss on securities available for sale		6,209,991		6,433,263
Lease liability, net of right of use asset		59,431		61,238
Other		20,830		21,079
		8,869,717		8,957,567
Deferred tax liabilities
Purchase accounting adjustments		5,514		-
Depreciation		349,607		364,008
Insurance proceeds from storm damage		186,539		185,326
Other		15,575		15,575
		557,235		564,909
Net deferred tax asset	$	8,312,482	$	8,392,658

The differences between the federal income tax rate in effect each year and the effective tax rate for the Company are reconciled as follows:

	2023			2022
Statutory federal income tax rate		21.0	%		21.0	%
Increase (decrease) resulting from:
Federal tax-exempt income		(2.3	)		(3.6	)
State income taxes, net of federal income tax benefit		5.8			5.8
Other		(0.6	)		0.3
		23.9	%		23.5	%

Included in Federal tax-exempt income is the insurance premium revenue of the Insurance Subsidiary.

The Internal Revenue Service (the “IRS”) recently audited our fiscal year 2016, 2017 and 2018 U.S. consolidated federal tax returns. As part of its audits, the IRS reviewed the deductions related to, and the income generated by, the Insurance Subsidiary. Following the completion of these audits, the IRS notified the Company that it disagrees with our tax treatment of the Insurance Subsidiary. The Company has appealed the determination, and management believes that it is more than likely that the Company will prevail in that appeal. If we do not prevail in our appeal to this decision, then we could be required to pay taxes, interest, and penalties totaling approximately $1.9 million as of December 31, 2023 for the tax years under appeal. In addition, the IRS is auditing our fiscal year 2019, 2020 and 2021 U.S. consolidated federal tax returns. Although the IRS has not completed these audits, the IRS has notified the Company that it disagrees with our tax treatment of the Insurance Subsidiary. The Company plans to appeal the determination, and management believes that it is more than likely that the Company will prevail in that appeal. If we do not prevail in our appeal of this decision, then we may be required to amend the applicable tax return and pay additional taxes, interest, fines and/or penalties totaling approximately $1.5 million as of December 31, 2023 for the tax years under audit. For all six years under audit, if we do not prevail, the total additional taxes, interest, fines and/or penalties would be approximately $3.4 million. In light of the foregoing, a reserve for uncertain tax positions has not been recorded.

- 83 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

12. Income Taxes (continued)

The Company does not have other material uncertain tax positions and did not recognize any adjustments for unrecognized tax benefits. The Company remains subject to examination of income tax returns for the years ending after December 31, 2020.

13. Capital Standards

The Bank is 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).

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, 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%.

The implementation of the capital conservation buffer began on January 1, 2015, 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.

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.

On September 17, 2019, the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

13. Capital Standards (continued)

On April 6, 2020, in a joint statement, the FDIC, Federal Reserve and the Office of Comptroller of the Currency issued two interim final rules regarding temporary changes to the CBLR framework to implement provisions of the CARES Act. Under the interim final rules, the community bank leverage ratio was reduced to 8% beginning in the second quarter and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 8%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The Company has not opted-in to the CBLR framework.

The following table presents actual and required capital ratios as of December 31, 2023 and 2022, for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of December 31, 2023 and 2022, based on the 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.

As of December 31, 2023 the most recent notification from the FDIC 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. Capital ratios of the Company are substantially the same as the Bank’s.

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. The following table presents actual and required capital ratios as of December 31, 2023 and 2022, for the Bank under the Basel III Capital Rules.

						Minimum					To Be Well
(Dollars in thousands)	Actual					Capital Adequacy					Capitalized
December 31, 2023	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital (to risk-weighted assets)	$	79,988		13.45	%	$	62,437		10.50	%	$	59,464		10.00	%
Tier 1 capital (to risk-weighted assets)		75,440		12.69	%		50,544		8.50	%		47,571		8.00	%
Common equity tier 1 (to risk- weighted assets)		75,440		12.69	%		41,625		7.00	%		38,651		6.50	%
Tier 1 leverage (to average assets)		75,440		9.42	%		32,051		4.00	%		40,063		5.00	%
December 31, 2022
Total capital (to risk-weighted assets)	$	75,826		12.96	%	$	61,410		10.50	%	$	58,486		10.00	%
Tier 1 capital (to risk-weighted assets)		71,676		12.26	%		49,713		8.50	%		46,789		8.00	%
Common equity tier 1 (to risk- weighted assets)		71,676		12.26	%		40,940		7.00	%		38,016		6.50	%
Tier 1 leverage (to average assets)		71,676		9.83	%		29,167		4.00	%		36,459		5.00	%

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

14. Derivative Financial Instruments

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and other terms of the individual interest rate swap agreements.

Fair Value Hedges: Interest rate swaps with notional amounts totaling $59.8 million as of December 31, 2023 were designated as fair value last of layer hedges of certain government agency mortgage backed securities. There were no interest rate swaps prior to 2023. The hedges were determined to be effective during all periods presented. The Company expects the hedges to remain effective during the remaining terms of the swaps.

The following table presents the amounts recorded on the balance sheet related to cumulative basis adjustments for fair value hedges as of December 31, 2023:

Line Item in the	Carrying Amount
Balance Sheet in	of the Hedged		Cumulative Amount of Fair
Which the Hedged	Assets		Value Hedging Adjustment
Item is Included	December 31, 2023		December 31, 2023
Securities available for sale	$	69,920,575	$	(1,609,248	)

The Company presents derivative positions gross on the balance sheet. The following table reflects the derivatives recorded on the balance sheet as of December 31, 2023:

	December 31, 2023
	Fair
	Value
Included in other liabilities:
Derivatives designated as hedges:
Interest rate swaps related to securities available for sale	$	1,563,527
Total included in other liabilities	$	1,563,527

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

14. Derivative Financial Instruments (continued)

The effect of fair value hedge accounting on the statement of income for the year ended December 31, 2023 is as follows:

	Location and Amount of Gain or Loss Recognized in Income on
	Fair Value Hedging Relationships
Total amounts of income and expense line items presented in the statements of income in which the effects of the fair value hedge is recorded are as follows:
		Year Ended December 31, 2023
		Interest
		Income
The effects of fair value hedging:
Gain on fair value hedging relationships:
Hedged items		$	45,721
Interest rate contracts designated as hedging instruments			326,203
Net gain on fair value hedging relationships included in interest income from investment securities - taxable		$	371,924

15. Fair Value

In accordance with ASC Topic 820, “Fair Value Measurements and Disclosure”, the Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market for the asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is the most representative of fair value under current market conditions.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

15. Fair Value (continued)

In accordance with the guidance, a hierarchy of valuation techniques is based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC Topic 820 based on these two types of inputs are as follows:

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.

● Collateral-dependent loans: Nonrecurring fair value adjustments to collateral-dependent loans reflect full or partial write-downs and reserves that are based on the collateral-dependent loan’s observable market price or current appraised value of the collateral. Because the market for collateral-dependent 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.

● Fair value hedges: The market value based on independent third party valuation sources that uses observable and traded prices of interest rate swaps from leading banks and brokers.  

- 88 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

15. Fair Value (continued)

The following table summarizes financial assets measured at fair value on a recurring and nonrecurring basis as of December 31, 2023 and 2022, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Carrying Value:
December 31, 2023	Level 1		Level 2			Level 3		Total
Recurring:
Available for sale securities
State and municipal	$	-	$	484,808		$	-	$	484,808
SBA pools		-		766,710			-		766,710
Corporate bonds		-		8,570,429			-		8,570,429
Mortgage-backed securities		-		154,262,726			-		154,262,726
	$	-	$	164,084,673		$	-	$	164,084,673
Fair value hedge	$	-	$	(1,563,527	)	$	-	$	(1,563,527	)
Equity security at fair value
Mutual fund	$	507,130	$	-		$	-	$	507,130
Nonrecurring:
Other real estate owned, net	$	-	$	-		$	1,242,365	$	1,242,365
Collateral-dependent loans, net	$	-	$	-		$	205,410	$	205,410

- 89 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

15. Fair Value (continued)

	Carrying Value:
	Level 1		Level 2		Level 3		Total
December 31, 2022
Recurring:
Available for sale securities
State and municipal	$	-	$	552,281	$	-	$	552,281
SBA pools		-		1,019,797		-		1,019,797
Corporate Bonds		-		8,989,896		400,000		9,389,896
Mortgage-backed securities		-		115,352,475		-		115,352,475
	$	-	$	125,914,449	$	400,000	$	126,314,449
Equity security at fair value
Mutual fund	$	489,145	$	-	$	-	$	489,145
Nonrecurring:
Other real estate owned, net	$	-	$	-	$	1,242,365	$	1,242,365
Impaired loans, net		-		-		373,500		373,500

The following table provides information describing the unobservable inputs used in level 3 fair value measurements at December 31, 2023 and 2022:

Description of Asset	Fair Value		Valuation technique	Unobservable Inputs	Range (Average)
Collateral-dependent loans	$	205,410	Third party appraisals and in-house real estate valuations of fair value	Marketability/selling costs and current market conditions	0%	to	20%	(10	%)
Other real estate owned	$	1,242,365	Third party appraisals and in-house real estate valuations of fair value	Marketability/selling costs and current market conditions	0%	to	10%	(5	%)

- 90 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

15. Fair Value (continued)

Reconciliation of Level 3 Inputs
	Corporate
	Bonds
December 31, 2022 fair value	$	400,000
Transfer to level 2		(400,000	)
December 31, 2023 fair value	$	-

The transfer to level 2 occurred because quoted prices for similar assets or quoted prices in markets that are not active was available for this bond at December 31, 2023.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

15. Fair Value (continued)

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

	December 31, 2023				December 31, 2022
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Financial assets
Level 1 inputs
Cash and cash equivalents	$	44,690,337	$	44,690,337	$	7,263,537	$	7,263,537
Level 2 inputs
Certificates of deposit in other banks		100,000		100,000		100,000		100,000
Accrued interest receivable		2,180,734		2,180,734		1,815,784		1,815,784
Securities available for sale		164,084,673		164,084,673		126,314,449		126,314,449
Securities held to maturity		17,293,422		16,193,020		17,537,377		15,908,175
Equity security		507,130		507,130		489,145		489,145
Mortgage loans held for sale		-		-		428,355		434,271
Restricted stock, at cost		863,500		863,500		1,332,500		1,332,500
Bank owned life insurance		14,930,754		14,930,754		14,585,342		14,585,342
Level 3 inputs
Securities held to maturity		2,870,200		2,870,200		2,971,620		2,971,620
Loans, net		523,308,044		507,138,253		516,920,540		503,144,771
Financial liabilities
Level 1 inputs
Noninterest-bearing deposits	$	115,284,706	$	115,284,706	$	126,695,349	$	126,695,349
Securities sold under repurchase agreements		6,760,493		6,760,493		5,175,303		5,175,303
Level 2 inputs
Interest-bearing deposits		565,678,145		566,925,060		496,915,775		492,769,775
Federal Home Loan Bank advances		5,000,000		4,754,000		20,000,000		19,622,000
Federal Reserve Bank advances		33,000,000		32,996,852		-		-
Long-term debt		13,212,378		12,428,000		15,095,642		14,241,237
Accrued interest payable		1,482,773		1,482,773		349,910		349,910
Fair value hedge		1,563,527		1,563,527		-		-

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

16. Stock-Based Compensation

On August 22, 2023, the Board of Directors approved the Farmers and Merchants Bancshares, Inc. 2023 Equity Compensation Plan (the “Equity Plan”). The Equity Plan allows the Board of Directors or its Compensation Committee to grant awards that may be payable in shares of common stock or the cash equivalent thereof.

The Company complies with the provisions of ASC Topic 718, Compensation-Stock Compensation, in measuring and disclosing stock compensation cost. The measurement objective in ASC Paragraph 718-10-30-6 requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized in expense over the period in which an employee is required to provide service in exchange for the award (the vesting period).

During the year ended December 31, 2023, 2,000 fully vested shares of common stock and 3,000 restricted stock units (the “RSUs”) were granted to one executive officer. One-third of the RSUs will vest on September 22, 2024, one-third will vest on September 22, 2025, and one-third will vest on September 22, 2026, provided that, in each case, the grantee is employed and in good standing with the Company on the applicable vesting date.

A summary of the Company’s restricted stock unit grant activity as of December 31, 2023 is shown below:

			Weighted Average
	Number of		Grant Date
	Shares		Fair Value per Share
Nonvested at January 1, 2023		-		-
Granted		5,000		18.54
Vested		2,000		19.13
Forefeited		-		-
Balance at December 31, 2023		3,000		18.15

The compensation cost charged to income in respect of awards granted under the Equity Plan was $42,788 for the year ended December 31, 2023. As of December 31, 2023, there was $49,912 of unrecognized compensation cost related to the unvested RSUs, which is expected to be recognized over a period of 33 months.

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

 

17. Parent Company Financial Information

The condensed financial statements for the Company (parent only) are presented below:

Balance Sheets
December 31,	2022			2022
Assets
Cash and cash equivalents	$	69,905		$	806,384
Investment in subsidiaries		65,314,174			62,064,533
Other assets		145,183			158,127
	$	65,529,262		$	63,029,044
Liabilities and Stockholders' Equity
Long-term debt	$	13,212,378		$	15,095,642
Accrued interest payable		138,593			158,439
		13,350,971			15,254,081
Stockholders' equity
Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 3,116,966 in 2023 and 3,071,214 in 2022		31,170			30,712
Additional paid-in capital		30,398,080			29,549,914
Retained earnings		39,433,185			35,300,166
Accumulated other comprehensive loss		(17,684,144	)		(17,105,829	)
		52,178,291			47,774,963
	$	65,529,262		$	63,029,044

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Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

17. Parent Company Financial Information (continued)

Statements of Income
Years Ended December 31,	2023			2022
Income
Cash dividends from subsidiaries	$	2,880,000		$	3,574,000
Total income		2,880,000			3,574,000
Interest expense - long-term debt		(584,953	)		(664,621	)
Noninterest expense		(89,669	)		(90,969	)
Income before income taxes and equity in undistributed income of subsidiaries		2,205,378			2,818,410
Income tax (benefit)		(141,509	)		(158,556	)
Income before equity in undistributed income of subsidiaries		2,346,887			2,976,966
Dividends in excess of income of insurance subsidiary		-			(247,472	)
Equity in undistributed income of insurance subsidiary		72,258			-
Equity in undistributed income of bank subsidiary		3,999,192			5,360,633
Net Income	$	6,418,337		$	8,090,127

- 95 -

Farmers and Merchants Bancshares, Inc.

Notes to Consolidated Financial Statements

17. Parent Company Financial Information (continued)

Years Ended December 31,	2023			2022
Cash flows from operating activities
Net Income	$	6,418,337		$	8,090,127
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed income of subsidiaries		(4,071,450	)		(5,360,633	)
Decrease in accrued interest payable		(19,846	)		(19,683	)
Amortization of debt issuance costs		5,625			5,625
Stock based compensation		42,788			-
Change in income tax receivable		12,944			27,739
Dividend received in excess of income of insurance subsidiary		-			247,472
Cash provided by operating activities		2,388,398			2,990,647
Cash flows from investing activities
Cash used in investing activities		-			-
Cash flows from financing activities
Long-term debt		(1,888,889	)		(1,888,888	)
Dividends paid, net of reinvestments		(1,235,988	)		(1,225,729	)
Cash used in financing activities		(3,124,877	)		(3,114,617	)
Net decrease in cash and cash equivalents		(736,479	)		(123,970	)
Cash and cash equivalents at beginning of period		806,384			930,354
Cash and cash equivalents at end of period	$	69,905		$	806,384

18. Litigation

In the ordinary course of its business, the Company is periodically party to various legal actions normally associated with a financial institution. Management does not believe that any of these normal course proceedings are likely to have a material adverse effect on the financial condition or liquidity of the Company.

- 96 -

   

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act with the SEC, such as this annual report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to the Company’s management, including the principal executive officer (“PEO”) and the principal financial officer (“PFO”), 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 also is 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, a control 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 December 31, 2023 was carried out under the supervision and with the participation of the Company’s management, including the PEO and the PFO. Based on that evaluation, the Company’s management, including the PEO and the PFO, has concluded that the Company’s disclosure controls and procedures are, in fact, effective at the reasonable assurance level.

During the fourth quarter of 2023, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has performed an evaluation and testing of the Company’s internal control over financial reporting as of December 31, 2023. Management’s report on the Company’s internal control over financial reporting is included on the following page. The Company’s is a “smaller reporting company” as defined by Rule 12b-2 under the Exchange Act and, accordingly, its independent registered public accounting firm is not required to attest to the foregoing management report.

- 97 -

Management’s Report on Internal Control over Financial Reporting

Management of Farmers and Merchants Bancshares, Inc. (the “Company”) is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this annual report. The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, as such, include some amounts that are based on the best estimates and judgments of management.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, reports on internal control over financial reporting issued by management of “smaller reporting companies”, as defined by Exchange Act Rule 12b-2, are exempt from the auditor attestation requirements imposed by Section 404(b) of the Sarbanes-Oxley Act of 2002. The Company is a smaller reporting company. Accordingly, this Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system is designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of the Company’s financial reporting and the preparation and presentation of financial statements for external reporting purposes in conformity with accounting principles generally accepted in the United States of America, as well as to safeguard assets from unauthorized use or disposition. The system of internal control over financial reporting is evaluated for effectiveness by management and tested for reliability through a program of internal audit with actions taken to correct potential deficiencies as they are identified. Because of inherent limitations in any internal control system, no matter how well designed, misstatement due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, internal control effectiveness may vary over time.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based upon criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment and on the foregoing criteria, management has concluded that, as of December 31, 2023, the Company’s internal control over financial reporting is effective.

March 11, 2024

/s/Gary A. Harris	/s/Mark C. Krebs
Gary A. Harris	Mark C. Krebs
President & Chief Executive Officer	Executive Vice President & Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)

- 98 -

ITEM 9B. OTHER INFORMATION

Based on the most recent information provided to us by our directors and officers, no director or officer adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Rule 10b5-1(c).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.

N/A

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. This Code of Ethics is applicable to all directors and employees. A copy of this Codes of Ethics is available on our website, www.fmb1919.bank, and may be accessed by clicking on “Investor Relations”, then “Corporate Overview” and then “Code of Ethics”.

All other information required by this item is incorporated herein by reference to the following sections of the Company’s definitive proxy statement for the 2024 annual meeting of stockholders that will be filed by April 30, 2024 with the SEC pursuant to Regulation 14A (the “2024 Proxy Statement”):

● ELECTION OF CLASS II DIRECTORS (Proposal 1);

● ELECTION OF CLASS IV DIRECTOR (Proposal 2);

● CONTINUING DIRECTORS;

● QUALIFICATIONS OF DIRECTOR NOMINEES AND CURRENT DIRECTORS;

● EXECUTIVE OFFICERS;

● DELINQUENT SECTION 16(a) REPORTS; and

● CORPORATE GOVERNANCE MATTERS (under “Committees of the Board of Directors - Audit Committee” and “- Insider Trading Policy”).

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the sections of the 2024 Proxy Statement entitled “DIRECTOR COMPENSATION” and “EXECUTIVE COMPENSATION”.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

On July 17, 2023, the Board of Directors adopted the Farmers and Merchants Bancshares, Inc. 2023 Equity Compensation Plan (the “Equity Plan”), which authorizes the grant of various forms of incentive awards, including stock awards (both fully-vested and restricted), restricted stock units, and performance awards, to non-employee directors, employees, and consultants of the Company and its subsidiaries with respect to up to 30,000 shares of the Company’s common stock (subject to adjustment as provided in the Equity Plan). The Equity Plan was not approved by stockholders. Our Board of Directors or one of its committees will administer the Equity Plan (the “Administrator”). Among other powers, the Administrator will have full and exclusive power to, among other things,: (i) approve the forms of award agreements for use under the Equity Plan; (ii) determine the employees, non-employee directors and consultants to whom awards may be granted under the Equity Plan; (iii) determine the type, number of shares or dollar amounts, and terms of the awards to be granted to each participant, including whether and the terms upon which awards that have not vested may be retained following the termination of a participant’s service with the Company; (iv) determine the time when the awards will be granted and the duration of any applicable restriction or vesting period; (v) accelerate the vesting or payment of any outstanding award notwithstanding any vesting or payment date set forth in the related award agreement; (vi) amend the terms of any previously issued award, subject to certain limitations contained in the Equity Plan; (vii) adopt and rescind rules and regulations separate from the Equity Plan that set forth specific terms and conditions for awards; and (viii) deal with any other matters arising under the Equity Plan.

Each award will be reflected in an agreement between the Company and the participant, will be subject to the applicable terms and conditions of the Equity Plan and any rules and regulations adopted under the Equity Plan, and may also be subject to other terms and conditions contained in the award agreement consistent with the Equity Plan that the Administrator deems appropriate, including restrictions on vesting and provisions related to settlement in the event of a participant’s death, disability or termination of service. The provisions of the various award agreements entered into under the Equity Plan do not need to be identical.

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In the event of a Change in Control (as defined in the Equity Plan), each outstanding award will be treated as the Administrator determines without a participant’s consent, including, without limitation, that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding entity (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such Change in Control; (iii) outstanding awards will vest and become realizable or payable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iv) (A) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the realization of the participant’s rights as of the date of the occurrence of the Change in Control (and, for the avoidance of doubt, if as of the date of the occurrence of the Change in Control the Administrator determines in good faith that no amount would have been attained upon the realization of the participant’s rights, then such award may be terminated by the Company without payment), or (B) the replacement of such award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. Notwithstanding the foregoing, with respect to awards granted to an Outside Director (as defined in the Equity Plan) while such individual was an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the participant’s status as a director or a director of the successor entity, as applicable, is terminated other than upon a voluntary resignation by the participant (unless such resignation is at the request of the successor entity), then all restrictions on restricted shares and restricted stock units will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the Company or any of its affiliates, as applicable.

A copy of the Equity Plan was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and the material terms of the Equity Plan are more fully summarized in the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2023.

The following table contains information as of December 31, 2023 regarding securities that are authorized for issuance under the Equity Plan:

	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted-average exercise price of outstanding options, warrants, and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders		-		-		-
Equity compensation plans not approved by security holders		3,000		N/A		25,000
Total		3,000		N/A		25,000

Notes:

(1) Equity awards outstanding as of December 31, 2023 consisted of time vesting restricted stock units (“RSUs”), of which, assuming that the grantee is employed on each such date, one-third will vest on September 22, 2024, one-third will vest on September 22, 2025, and one-third will vest on September 22, 2026.

All other information required by this item is incorporated herein by reference to the section of the 2024 Proxy Statement entitled “BENEFICIAL OWNERSHIP OF COMMON STOCK BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT”.

ITEM 13.         

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to the section of the 2024 Proxy Statement entitled “AUDIT FEES AND SERVICES”.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1), (2) and (c) Financial Statements.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Income for the years ended December 31, 2023 and 2022

Consolidated Statement of Comprehensive (Loss) Income for the years ended December 31, 2023 and 2022

Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022         

Consolidated Statement of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements for the years ended December 31, 2023 and 2022

(a)(3) and (b) Exhibits.

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

Exhibit	Description
2.1	Plan of Reorganization and Share Exchange, dated as of August 15, 2016, by and between Farmers and Merchants Bancshares, Inc. and Farmers and Merchants Bank (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10)
2.2	Agreement and Plan of Merger, dated as of September 28, 2020, between Farmers and Merchants Bancshares, Inc. and Carroll Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 1, 2020)
2.3	Agreement and Plan of Merger, dated as of March 6, 2020, among the Company, Anthem Acquisition Corp., and Carroll Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report of Farmers and Merchants Bancshares, Inc. on Form 8-K filed on March 12, 2020)
3.1(i)	Articles of Incorporation (incorporated by reference to Exhibit 3.1(i) to the Company’s Registration Statement on Form 10)
3.1(ii)	Articles of Share Exchange, dated as of October 20, 2016, by and between Farmers and Merchants Bancshares, Inc. and Farmers and Merchants Bank (incorporated by reference to Exhibit 3.1(ii) to the Company’s Registration Statement on Form 10)
3.2(i)	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10)
3.2(i)	First Amendment to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 20, 2023)
10.1	Supplemental Executive Retirement Agreement, dated as of August 8, 2022 between Farmers and Merchants Bank and Gary A. Harris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2023)
10.2	Supplemental Executive Retirement Agreement, dated as of December 30, 2010, between Farmers and Merchants Bank and Christopher T. Oswald (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10)
10.3	First Amendment to Supplemental Executive Retirement Agreement, dated as of February 22, 2011, between Farmers and Merchants Bank and Christopher T. Oswald (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10)

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10.4	Performance Driven Retirement Plan Agreement, dated as of November 17, 2015, between Farmers and Merchants Bank and Mark C. Krebs (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10)
10.5	Severance Agreement, dated as of February 19, 2013, between Farmers and Merchants Bank and Mark C. Krebs (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)
10.6	First Amendment to Severance Agreement, dated as of November 15, 2023, between Farmers and Merchants Bank and Mark C. Krebs (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022)
10.7	Change in Control Severance Agreement, dated July 18, 2023, between Farmers and Merchants Bancshares, Inc. and Gary Harris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 2023)
10.8	Farmers and Merchants 2023 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report for the quarter ended September 30, 2023)
10.9	Form of Restricted Stock Unit (RSU) Award Agreement under the Farmers and Merchants 2023 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on November 15, 2023)
19	Farmers and Merchants Bancshares, Inc. Insider Trading Policy (filed herewith)
21	Subsidiaries (filed herewith)
23.1	Consent of Independent Registered Public Accounting Firm (filed herewith)
31.1	Certifications of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
31.2	Certifications of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)
32	Certifications 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)
104	The cover page of Farmers and Merchants Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith).

ITEM 16. FORM 10-K SUMMARY.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 11, 2024	By:	/s/ Gary A. Harris
		Gary A. Harris
		President and Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Gary A. Harris	/s/ Roger D. Cassell
Gary A. Harris, Director, President	Roger D. Cassell, Director
and Chief Executive Officer	March 11, 2024
(Principal Executive Officer)
March 11, 2024
/s/ Steven W. Eline	/s/ Edward A. Halle, Jr.
Steven W. Eline, Director	Edward A. Halle, Jr., Director
March 11, 2024	March 11, 2024
/s/ Ronald W. Hux	/s/ Mark C. Krebs
Ronald W. Hux, Director	Mark C. Krebs, Treasurer and Chief Financial Officer
March 11, 2024	(Principal Financial Officer and Principal Accounting Officer)
	March 11, 2024
/s/ Bruce L. Schindler	/s/ J. Lawrence Mekulski
Bruce L. Schindler, Director	J. Lawrence Mekulski, Director
March 11, 2024	March 11, 2024
/s/ Teresa L. Smack	/s/ James R. Bosley, Jr.
Teresa L. Smack, Director	James R. Bosley, Jr., Director
March 11, 2024	March 11, 2024
/s/ Emily B. Miller	/s/ Paul F. Wooden, Jr.
Emily B. Miller, Director	Paul F. Wooden, Jr., Director
March 11, 2024	March 11, 2024
/s/ Robert G. Pollokoff
Robert G. Polokoff, Director
March 11, 2024

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