UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For quarterly period ended
| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from to
Commission file number
Farmers and Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Table of Contents
|
|
Page | |
| PART I – FINANCIAL INFORMATION |
3 | |
| Item 1. Financial Statements |
3 | |
| Consolidated balance sheets at March 31, 2024 (unaudited) and December 31, 2023 |
3 |
|
| Consolidated statements of income (unaudited) for the three months ended March 31, 2024 and 2023 |
4 | |
| Consolidated statements of comprehensive income (unaudited) for the three months ended March 31, 2024 and 2023 |
5 | |
| Consolidated statements of changes in stockholders’ equity (unaudited) for the three months ended March 31, 2024 and 2023 |
6 | |
| Consolidated statements of cash flows (unaudited) for the three months ended March 31, 2024 and 2023 |
7 | |
| Notes to financial statements (unaudited) |
9 |
|
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
36 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
45 | |
| Item 4. Controls and Procedures |
45 | |
| PART II – OTHER INFORMATION |
46 | |
| Item 1. Legal Proceedings |
46 | |
| Item 1A. Risk Factors |
46 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
46 | |
| Item 3. Defaults upon Senior Securities |
46 | |
| Item 4. Mine Safety Disclosures |
46 | |
| Item 5. Other Information |
46 | |
| Item 6. Exhibits |
46 | |
| SIGNATURES |
47 | |
PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Consolidated Balance Sheets
| March 31, | December 31, | |||||||
| 2024 | 2023 * | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Federal funds sold and other interest-bearing deposits | ||||||||
| Cash and cash equivalents | ||||||||
| Certificates of deposit in other banks | ||||||||
| Securities available for sale, at fair value | ||||||||
| Securities held to maturity, at amortized cost less allowance for credit losses of $ and $ | ||||||||
| Equity security, at fair value | ||||||||
| Restricted stock, at cost | ||||||||
| Loans, less allowance for credit losses of $ and $ | ||||||||
| Premises and equipment, net | ||||||||
| Accrued interest receivable | ||||||||
| Deferred income taxes, net | ||||||||
| Other real estate owned, net | ||||||||
| Bank owned life insurance | ||||||||
| Goodwill and other intangibles, net | ||||||||
| Other assets | ||||||||
| $ | $ | |||||||
| Liabilities and Stockholders' Equity | ||||||||
| Deposits | ||||||||
| Noninterest-bearing | $ | $ | ||||||
| Interest-bearing | ||||||||
| Total deposits | ||||||||
| Securities sold under repurchase agreements | ||||||||
| Federal Home Loan Bank of Atlanta advances | ||||||||
| Federal Reserve Bank advances | ||||||||
| Long-term debt, net of issuance costs | ||||||||
| Accrued interest payable | ||||||||
| Other liabilities | ||||||||
| Stockholders' equity | ||||||||
| Common stock, par value $ per share, authorized shares; issued and outstanding shares in 2024 and 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| $ | $ | |||||||
* Derived from audited consolidated financial statements
The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
| Three months ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Interest income |
||||||||
| Loans, including fees |
$ | $ | ||||||
| Investment securities - taxable |
||||||||
| Investment securities - tax exempt |
||||||||
| Federal funds sold and other interest earning assets |
||||||||
| Total interest income |
||||||||
| Interest expense |
||||||||
| Deposits |
||||||||
| Securities sold under repurchase agreements |
||||||||
| Federal Home Loan Bank advances |
||||||||
| Federal Reserve Bank advances |
||||||||
| Long-term debt |
||||||||
| Total interest expense |
||||||||
| Net interest income |
||||||||
| Recovery of credit losses |
( |
) | ||||||
| Net interest income after recovery of credit losses |
||||||||
| Noninterest income |
||||||||
| Service charges on deposit accounts |
||||||||
| Mortgage banking income |
||||||||
| Bank owned life insurance income |
||||||||
| Fair value adjustment on equity security |
( |
) | ||||||
| Gain on insurance proceeds |
||||||||
| Other fees and commissions |
||||||||
| Total noninterest income |
||||||||
| Noninterest expense |
||||||||
| Salaries |
||||||||
| Employee benefits |
||||||||
| Occupancy |
||||||||
| Furniture and equipment |
||||||||
| Other |
||||||||
| Total noninterest expense |
||||||||
| Income before income taxes |
||||||||
| Income taxes |
||||||||
| Net income |
$ | $ | ||||||
| Earnings per share - basic |
$ | $ | ||||||
| Earnings per share - diluted |
$ | $ | ||||||
The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Net income |
$ | $ | ||||||
| Other comprehensive (loss) income, net of income taxes: |
||||||||
| Total unrealized (loss) gain on investment securities available for sale |
( |
) | ||||||
| Income tax benefit (expense) |
( |
) | ||||||
| Net unrealized (loss) gain on investment securities available for sale |
( |
) | ||||||
| Total unrealized gain (loss) on derivatives |
( |
) | ||||||
| Income tax (expense) benefit |
( |
) | ||||||
| Net unrealized gain (loss) on derivatives |
( |
) | ||||||
| Total other comprehensive (loss) income |
( |
) | ||||||
| Total comprehensive income |
||||||||
The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
Three months Ended March 31, 2024 and 2023
(Unaudited)
| Additional |
Accumulated other |
Total |
||||||||||||||||||||||
| Common stock |
paid-in |
Retained |
comprehensive |
stockholders' |
||||||||||||||||||||
| Shares |
Par value |
capital |
earnings |
income (loss) |
equity |
|||||||||||||||||||
| Balance, December 31, 2022 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net income |
- | |||||||||||||||||||||||
| Other comprehensive income |
- | |||||||||||||||||||||||
| Reclassification due to the adoption of ASU 2016-13 |
- | ( |
) | ( |
) | |||||||||||||||||||
| Dividend adjustment |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Balance, December 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net income |
- | |||||||||||||||||||||||
| Stock-based compensation |
- | |||||||||||||||||||||||
| Other comprehensive loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, |
2024 |
2023 |
||||||
| Reconciliation of net income to net cash provided by operating activities |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
| Depreciation and amortization |
||||||||
| Recovery of credit losses |
( |
) | ||||||
| (Accretion) amortization of right of use asset |
( |
) | ||||||
| Equity security dividends reinvested |
( |
) | ( |
) | ||||
| Unrealized loss (gain) on equity security |
( |
) | ||||||
| Gain on sale of premises and equipment |
( |
) | ||||||
| Gain on insurance proceeds |
( |
) | ||||||
| Loss (gain) on fair value hedge |
( |
) | ||||||
| Stock based compensation |
||||||||
| Amortization of debt issuance costs |
||||||||
| Amortization of premiums and (accretion of discounts), net |
( |
) | ( |
) | ||||
| Bank owned life insurance cash surrender value |
( |
) | ( |
) | ||||
| Increase (decrease) in |
||||||||
| Deferred loan fees and costs, net |
( |
) | ( |
) | ||||
| Accrued interest payable |
( |
) | ||||||
| Other liabilities |
( |
) | ( |
) | ||||
| Decrease (increase) in |
||||||||
| Mortgage loans held for sale |
||||||||
| Accrued interest receivable |
( |
) | ||||||
| Other assets |
( |
) | ||||||
| Net cash provided by operating activities |
||||||||
The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, |
2024 |
2023 |
||||||
| Cash flows from investing activities |
||||||||
| Proceeds from maturity and call of securities |
||||||||
| Available for sale |
||||||||
| Purchase of securities |
||||||||
| Available for sale |
( |
) | ||||||
| Loans made to customers, net of principal collected |
( |
) | ( |
) | ||||
| Redemption (purchase) of stock in FHLB of Atlanta |
( |
) | ||||||
| Proceeds from sale of premises and equipment |
||||||||
| Proceeds from insurance |
||||||||
| Purchases of premises, equipment and software |
( |
) | ( |
) | ||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities |
||||||||
| Net increase (decrease) in |
||||||||
| Noninterest-bearing deposits |
||||||||
| Interest-bearing deposits |
( |
) | ||||||
| Securities sold under repurchase agreements |
( |
) | ( |
) | ||||
| Federal Home Loan Bank of Atlanta advances |
( |
) | ||||||
| Federal Reserve Bank advances |
||||||||
| Long-term debt principal payments |
( |
) | ( |
) | ||||
| Dividends paid, net of reinvestments |
( |
) | ||||||
| Net cash (used in) provided by financing activities |
( |
) | ||||||
| Net (decrease) increase in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid during the period for interest |
$ | $ | ||||||
| Cash paid during the period for income taxes |
||||||||
| Supplemental disclosure of non-cash transactions: |
||||||||
| Net unrealized (loss) gain on securities available for sale |
( |
) | ||||||
| Additions to right of use assets |
||||||||
The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements
| 1. |
Principles of consolidation |
The consolidated financial statements include the accounts of Farmers and Merchants Bancshares, Inc. and its wholly owned subsidiaries, Farmers and Merchants Bank (the “Bank”), and Series Protected Cell FCB-4 (the “Insurance Subsidiary”), and one subsidiary of the Bank, Reliable Community Financial Services, Inc. The Insurance Subsidiary is a series investment,
As used in these notes, the terms the “Company”, “we”, “us”, or “our” refer to Farmers and Merchants Bancshares, Inc. and, unless the context clearly suggests otherwise, its consolidated subsidiaries.
| 2. | Basis of Presentation |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been made. Such adjustments were normal and recurring in nature. The results of operations for the three month period ended March 31, 2024 do not necessarily reflect the results that may be expected for the fiscal year ending December 31, 2024 or any future interim period. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023, which are included in Farmers and Merchants Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the Securities and Exchange Commission (the “SEC”).
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 that the adoption of ASU 2023-07 will have a material impact on its consolidated financial statements.
| 2. | Basis of Presentation (continued) |
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 that the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements.
The accounting policies adopted by management are consistent with authoritative GAAP and are consistent with those followed by our peers.
Summary of Significant Accounting Policies
There have been no changes to significant accounting policies since the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 was issued.
| 3. | Investment Securities |
Investments in debt securities are summarized as follows:
| Amortized | Unrealized | Unrealized | Fair | Allowance for | Net Carrying | |||||||||||||||||||
| March 31, 2024 | cost | gains | losses | value | Credit Losses | Amount | ||||||||||||||||||
| Available for sale | ||||||||||||||||||||||||
| State and municipal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| SBA pools | ||||||||||||||||||||||||
| Corporate bonds | ||||||||||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Held to maturity | ||||||||||||||||||||||||
| State and municipal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | Allowance for | Net Carrying | |||||||||||||||||||
| December 31, 2023 | cost | gains | losses | value | Credit Losses | Amount | ||||||||||||||||||
| Available for sale | ||||||||||||||||||||||||
| State and municipal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| SBA pools | ||||||||||||||||||||||||
| Corporate bonds | ||||||||||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Held to maturity | ||||||||||||||||||||||||
| State and municipal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
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.
| 3. | Investment Securities (continued) |
The following table summarizes Moody's and/or Standard & Poor's bond ratings (the Company’s primary credit quality indicators) for our portfolio of held-to-maturity securities issued by states and political subdivisions as of March 31, 2024 and December 31, 2023 at amortized cost:
| March 31, 2024 | December 31, 2023 | |||||||
| AAA | $ | $ | ||||||
| AA | ||||||||
| A | ||||||||
| BAA | ||||||||
| Not rated | ||||||||
| Total | $ | $ | ||||||
Historical loss rates associated with securities having similar grades as those in our portfolio have generally not been significant. Furthermore, as of March 31, 2024, 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 three-month periods ended March 31, 2024 and 2023:
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Beginning balance | $ | $ | ||||||
| Impact of adopting ASC 326 | ||||||||
| Credit loss (recovery) provision | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
Available for sale securities accrued interest receivable totaled $
| 3. | Investment Securities (continued) |
Contractual maturities, shown below, will differ from actual maturities because borrowers and issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
| Available for Sale | Held to Maturity | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| March 31, 2024 | cost | value | cost | value | ||||||||||||
| Within one year | $ | $ | $ | $ | ||||||||||||
| Over one to five years | ||||||||||||||||
| Over five to ten years | ||||||||||||||||
| Over ten years | ||||||||||||||||
| Mortgage-backed securities and SBA pools, due in monthly installments | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Securities with a carrying value of $
During the three-month periods ended March 31, 2024 and 2023, there were no sales of securities.
The following table sets forth the Company’s gross unrealized losses on a continuous basis for investment securities, by category and length of time.
| March 31, 2024 | 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| SBA pools | ||||||||||||||||||||||||
| Corporate bonds | ||||||||||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 3. | Investment Securities (continued) |
|
| December 31, 2023 | 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| SBA pools | ||||||||||||||||||||||||
| Corporate bonds | ||||||||||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Management has the ability and intent to hold securities classified as held to maturity until they mature, at which time the Company should receive full value for the securities. As of March 31, 2024, 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 these factors, as of March 31, 2024, 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.
| 4. | Loans and Allowance for Credit Losses |
Major categories of loans are as follows:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Real estate: | ||||||||
| Commercial | $ | $ | ||||||
| Construction and land development | ||||||||
| Residential | ||||||||
| Commercial | ||||||||
| Consumer | ||||||||
| Less: Allowance for credit losses | ||||||||
| Deferred origination fees net of costs | ||||||||
| $ | $ | |||||||
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: (i) commercial real estate; (ii) construction and land development; (iii) residential; (iv) commercial and industrial; (v) and consumer.
| 4. | Loans and Allowance for Credit Losses (continued) |
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.
| 4. | Loans and Allowance for Credit Losses (continued) |
The following tables present the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more still accruing as of March 31, 2024 and December 31, 2023:
| Nonaccrual | Nonaccrual | |||||||
| With No | With | |||||||
| Allowance | Allowance | |||||||
| for Credit Loss | for Credit Loss | |||||||
| March 31, 2024 | ||||||||
| Real estate: | ||||||||
| Commercial | $ | $ | ||||||
| Construction and land development | ||||||||
| Residential | ||||||||
| Commercial | ||||||||
| Consumer | ||||||||
| $ | $ | |||||||
| December 31, 2023 | ||||||||
| Real estate: | ||||||||
| Commercial | $ | $ | ||||||
| Construction and land development | ||||||||
| Residential | ||||||||
| Commercial | ||||||||
| Consumer | ||||||||
| $ | $ | |||||||
The Company did recognize any interest income on nonaccrual loans during the three months ended March 31, 2024 and 2023.
At March 31, 2024, the Company had nonaccrual commercial real estate loan totaling $
At December 31, 2023, the Company had nonaccrual commercial real estate loan totaling $
| 4. | Loans and Allowance for Credit Losses (continued) |
An age analysis of past due loans, segregated by type of loan, is as follows:
| 90 Days | Past Due 90 | |||||||||||||||||||||||||||
| 30 - 59 Days | 60 - 89 Days | or More | Total | Total | Days or More | |||||||||||||||||||||||
| Past Due | Past Due | Past Due | Past Due | Current | Loans | and Accruing | ||||||||||||||||||||||
| March 31, 2024 | ||||||||||||||||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Construction and land development | ||||||||||||||||||||||||||||
| Residential | ||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Construction and land development | ||||||||||||||||||||||||||||
| Residential | ||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of March 31, 2024 and December 31, 2023:
| March 31, 2024 | ||||
| Real estate: | ||||
| Commercial | $ | |||
| Construction and land development | ||||
| Residential | ||||
| Commercial | ||||
| Consumer | ||||
| $ |
| December 31, 2023 | ||||
| Real estate: | ||||
| Commercial | $ | |||
| Construction and land development | ||||
| Residential | ||||
| Commercial | ||||
| Consumer | ||||
| $ |
| 4. | Loans and Allowance for Credit Losses (continued) |
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.
There were no modifications to borrowers experiencing financial distress during the three months ended March 31, 2024 and 2023. There were no loan defaults during the three months ended March 31, 2024 and 2023.
Accrued interest receivable on loans totaled $
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, Acceptable, and Pass/Watch 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 is a loan that management believes has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Borrowers may exhibit poor liquidity and leverage positions resulting from generally negative cash flow or negative trends in earnings. Access to alternative financing may be limited to finance companies for business borrowers and may be unavailable for commercial real estate borrowers.
Substandard
A substandard loan is a loan that management believes is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Such loans have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Borrowers may exhibit recent or unexpected unprofitable operations, an inadequate debt service coverage ratio, or marginal liquidity and capitalization. Substandard loans require more intense supervision by Company management.
Doubtful
A doubtful loan is a loan that management believes has all of the weaknesses inherent in a substandard loan with the added characteristic that the weaknesses, based on currently existing facts, conditions, and values, make collection or liquidation in full highly questionable and improbable.
| 4. | Loans and Allowance for Credit Losses (continued) |
Loans by credit grade, segregated by loan type, and year originated as of March 31, 2024 are as follows:
| Term Loans Amortized Cost Basis by Origination | ||||||||||||||||||||||||||||||||||||
| Revolving | ||||||||||||||||||||||||||||||||||||
| Revolving | Loans Converted | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | to Term | Total | ||||||||||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction and Land Development | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential Real Estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Aggregate total | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| 4. | Loans and Allowance for Credit Losses (continued) |
Loans by credit grade, segregated by loan type, and year originated as of December 31, 2023 are as follows:
| Term Loans Amortized Cost Basis by Origination | ||||||||||||||||||||||||||||||||||||
| Revolving | ||||||||||||||||||||||||||||||||||||
| Revolving | Loans Converted | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Loans | to Term | Total | ||||||||||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction and Land Development | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential Real Estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Aggregate total | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| 4. | Loans and Allowance for Credit Losses (continued) |
The following table details activity in the allowance for credit losses and loan balances by portfolio as of and for the three-month periods ended March 31, 2024 and 2023 and for the year ended December 31, 2023. 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 | (recovery of) | Charge | Ending | |||||||||||||||||||||||||||||||||
| March 31, 2024 | balance | credit losses | offs | Recoveries | balance | Individually | Collectively | Individually | Collectively | |||||||||||||||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction and land development | ( | ) | ||||||||||||||||||||||||||||||||||
| Residential | ( | ) | ||||||||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||
| Consumer | ( | ) | ||||||||||||||||||||||||||||||||||
| Unallocated | ||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Allowance for credit losses ending | Outstanding loan balances | |||||||||||||||||||||||||||||||||||||||
| Provision for | balance evaluated for impairment: | evaluated: | ||||||||||||||||||||||||||||||||||||||
| Beginning | Impact of ASC | (recovery of) | Charge | Ending | ||||||||||||||||||||||||||||||||||||
| March 31, 2023 | balance | 326 Adoption | credit losses | offs | Recoveries | balance | Individually | Collectively | Individually | Collectively | ||||||||||||||||||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||||||||||||||
| Commercial | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Construction and land development | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Residential | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Commercial | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Consumer | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Unallocated | ( | ) | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| 4. | Loans and Allowance for Credit Losses (continued) |
|
| 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 | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Construction and land development | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Residential | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||||||
| Consumer | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Unallocated | ( | ) | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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:
| 2024 | ||||
| Balance at December 31, 2023 | $ | |||
| Accretion | ( | ) | ||
| Balance at March 31, 2024 | $ | |||
During the three-months ended March 31, 2023, accretion of $
At March 31, 2024, the remaining yield premium on purchased loans was $
The following table details activity in the allowance for credit losses on unfunded loan commitments for the three-month periods ended March 31, 2024 and 2023:
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Beginning balance | $ | $ | ||||||
| Impact of adopting ASC 326 | ||||||||
| Credit loss recovery | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
| 4. | Loans and Allowance for Credit Losses (continued) |
The following table provides a summary of all of the components of the allowance for credit losses:
| Three Months Ended March 31, 2024 | ||||||||||||||||
| Held to maturity securities | Loans | Unfunded loan commitments | Total | |||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||
| Provision (recovery) of credit losses | ( | ) | ( | ) | ||||||||||||
| Charge-offs | ( | ) | ( | ) | ||||||||||||
| Recoveries | ||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||||
| Held to maturity securities | Loans | Unfunded loan commitments | Total | |||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||
| Impact of adopting ASC 326 | ||||||||||||||||
| Provision (recovery) of credit losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Charge-offs | ||||||||||||||||
| Recoveries | ||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||
| 5. | Goodwill and Other Intangibles |
The Company’s acquisitions of Carroll Bancorp, Inc. and Carroll Community Bank in 2020 (collectively, the “Merger”) resulted in the recording of goodwill and a core deposit intangible (“CDI”). The following table presents the changes in both assets for the three-month periods ended March 31, 2024 and 2023:
| Goodwill | CDI | Total | ||||||||||
| Balance at December 31, 2022 | $ | $ | $ | |||||||||
| Amortization | - | ( | ) | ( | ) | |||||||
| Balance at March 31, 2023 | $ | $ | $ | |||||||||
| Balance at December 31, 2023 | $ | $ | $ | |||||||||
| Amortization | - | ( | ) | ( | ) | |||||||
| Balance at March 31, 2024 | $ | $ | $ | |||||||||
| 5. | Goodwill and Other Intangibles (continued) |
The CDI is being amortized over
| 6. | 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 (ii) a Tier 1 risk-based capital ratio of (iii) a total risk-based capital ratio of and (iv) a Tier 1 leverage ratio of
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.
| 6. | Capital Standards (continued) |
On September 17, 2019, the Federal Deposit Insurance Corporation (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, Board of Governors of the Federal Reserve System 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 federal 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.
As of March 31, 2024 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.
| 6. | Capital Standards (continued) |
The following table presents actual and required capital ratios as of March 31, 2024 and December 31, 2023, for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of March 31, 2024 and December 31, 2023, 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.
| Minimum | To Be Well | |||||||||||||||||||||||
| (Dollars in thousands) | Actual | Capital Adequacy | Capitalized | |||||||||||||||||||||
| March 31, 2024 | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
| Total capital (to risk-weighted assets) | $ | % | $ | % | $ | % | ||||||||||||||||||
| Tier 1 capital (to risk-weighted assets) | % | % | % | |||||||||||||||||||||
| Common equity tier 1 (to risk- weighted assets) | % | % | % | |||||||||||||||||||||
| Tier 1 leverage (to average assets) | % | % | % | |||||||||||||||||||||
| 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) | $ | % | $ | % | $ | % | ||||||||||||||||||
| Tier 1 capital (to risk-weighted assets) | % | % | % | |||||||||||||||||||||
| Common equity tier 1 (to risk- weighted assets) | % | % | % | |||||||||||||||||||||
| Tier 1 leverage (to average assets) | % | % | % | |||||||||||||||||||||
| 7. | 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 $
| 7. | Derivative Financial Instruments (continued) |
The following table presents the amounts recorded on the balance sheet related to cumulative basis adjustments for fair value hedges as of March 31, 2024 and December 31, 2023:
| Line item in | Carrying | Carrying | ||||||||||||||
| the balance sheet | Carrying | amount of fair | Carrying | amount of fair | ||||||||||||
| in which the | amount of the | value hedging | amount of the | value hedging | ||||||||||||
| hedged item is | hedged assets | adjustment | hedged assets | adjustment | ||||||||||||
| included | March 31, 2024 | March 31, 2024 | December 31, 2023 | December 31, 2023 | ||||||||||||
| Securities available for sale | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The Company presents derivative positions gross on the balance sheet. The following table reflects the derivatives recorded on the balance sheet as of March 31, 2024 and Dcember 31, 2023:
| March 31, 2024 | December 31, 2023 | |||||||
| Fair | Fair | |||||||
| Value | Value | |||||||
| Included in other assets: | ||||||||
| Derivatives designated as hedges: | ||||||||
| Interest rate swaps related to securities available for sale | $ | $ | ||||||
| Total included in other assets | $ | $ | ||||||
| Included in other liabilities: | ||||||||
| Derivatives designated as hedges: | ||||||||
| Interest rate swaps related to securities available for sale | $ | $ | ||||||
| Total included in other liabilities | $ | $ | ||||||
| 7. | Derivative Financial Instruments (continued) |
The effect of fair value hedge accounting on the statement of income for the three-month periods ended March 31, 2024 and 2023 are as follows:
| 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: | |||||||||
| Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | ||||||||
| Interest | Interest | ||||||||
| Income | Income | ||||||||
| The effects of fair value hedging: | |||||||||
| Loss (gain) on fair value hedging relationships: | |||||||||
| Hedged items | $ | ( | ) | $ | |||||
| Interest rate contracts designated as hedging instruments | ( | ) | |||||||
| Net gain on fair value hedging relationships included in interest income from investment securities- taxable | $ | $ | |||||||
| 8. | Fair Value |
In accordance with FASB Accounting Standards Codification (“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.
| 8. | 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:
| ● | 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 |
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
| ● | 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. |
| 8. | Fair Value (continued) |
The following table summarizes financial assets measured at fair value on a recurring and nonrecurring basis as of March 31, 2024 and December 31, 2023, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
| Carrying Value: | ||||||||||||||||
|
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| March 31, 2024 | ||||||||||||||||
| Recurring: | ||||||||||||||||
| Available for sale securities | ||||||||||||||||
| State and municipal | $ | $ | $ | $ | ||||||||||||
| SBA pools | ||||||||||||||||
| Corporate bonds | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Fair value hedge in other assets | $ | $ | $ | $ | ||||||||||||
| Equity security at fair value | ||||||||||||||||
| Mutual fund | $ | $ | $ | $ | ||||||||||||
| Fair value hedge in other liabilities | $ | $ | $ | $ | ||||||||||||
| Nonrecurring: | ||||||||||||||||
| Other real estate owned, net | $ | $ | $ | $ | ||||||||||||
| Collateral-dependent loans, net | $ | $ | $ | $ | ||||||||||||
| Carrying Value: | ||||||||||||||||
|
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| December 31, 2023 | ||||||||||||||||
| Recurring: | ||||||||||||||||
| Available for sale securities | ||||||||||||||||
| State and municipal | $ | $ | $ | $ | ||||||||||||
| SBA pools | ||||||||||||||||
| Corporate bonds | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Equity security at fair value | ||||||||||||||||
| Mutual fund | $ | $ | $ | $ | ||||||||||||
| Fair value hedge in other liabilities | $ | $ | $ | $ | ||||||||||||
| Nonrecurring: | ||||||||||||||||
| Other real estate owned, net | $ | $ | $ | $ | ||||||||||||
| Collateral-dependent loans, net | $ | $ | $ | $ | ||||||||||||
| 8. | Fair Value (continued) |
The following table provides information describing the unobservable inputs used in level 3 fair value measurements at March 31, 2024 and December 31, 2023:
| March 31, 2024: | ||||||||||||||
| Assets | Fair Value | Valuation Technique | Unobservable Inputs | Range (Average) | ||||||||||
| Collateral-dependent loans | $ | Third party appraisals and in-house real estate valuations of fair value | Marketability/selling costs and current market conditions | to | ( | |||||||||
| Other real estate owned | $ | Third party appraisals and in-house real estate valuations of fair value | Marketability/selling costs and current market conditions | to | ( | |||||||||
| December 31, 2023: | ||||||||||||||
| Assets | Fair Value | Valuation Techniques | Unobservable Input | Average | ||||||||||
| Collateral-dependent loans | $ | Third party appraisals and in-house real estate valuations of fair value | Marketability/selling costs and current market conditions | to | ( | |||||||||
| Other real estate owned | $ | Third party appraisals and in-house real estate valuations of fair value | Marketability/selling costs and current market conditions | to | ( | |||||||||
| 8. | Fair Value (continued) |
The estimated fair value of financial instruments that are reported at amortized cost less allowance for credit losses in the Company’s consolidated balance sheets, segregated by the level of the valuation inputs were as follows:
| March 31, 2024 | December 31, 2023 | |||||||||||||||
| Carrying | Estimated | Carrying | Estimated | |||||||||||||
| Amount | Fair Value | Amount | Fair Value | |||||||||||||
| Financial assets | ||||||||||||||||
| Level 1 inputs | ||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Level 2 inputs | ||||||||||||||||
| Certificates of deposit in other banks | ||||||||||||||||
| Accrued interest receivable | ||||||||||||||||
| Securities available for sale | ||||||||||||||||
| Securities held to maturity | ||||||||||||||||
| Equity security | ||||||||||||||||
| Restricted stock, at cost | ||||||||||||||||
| Bank owned life insurance | ||||||||||||||||
| Fair value hedge | ||||||||||||||||
| Level 3 inputs | ||||||||||||||||
| Securities held to maturity | ||||||||||||||||
| Loans, net | ||||||||||||||||
| Financial liabilities | ||||||||||||||||
| Level 1 inputs | ||||||||||||||||
| Noninterest-bearing deposits | $ | $ | $ | $ | ||||||||||||
| Securities sold under repurchase agreements | ||||||||||||||||
| Level 2 inputs | ||||||||||||||||
| Interest-bearing deposits | ||||||||||||||||
| Federal Home Loan Bank advances | ||||||||||||||||
| Federal Reserve Bank advances | ||||||||||||||||
| Long-term debt, net | ||||||||||||||||
| Accrued interest payable | ||||||||||||||||
| Fair value hedge | ||||||||||||||||
| 9. | 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
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net income | $ | $ | ||||||
| Weighted average shares outstanding | ||||||||
| Effect of dilutive restricted stock units | ||||||||
| Weighted average shares outstanding | ||||||||
| Earnings per share - basic | $ | $ | ||||||
| Earnings per share - diluted | $ | $ | ||||||
| 10. |
Retirement Plans |
The Company has a profit sharing plan qualifying under Section 401(k) of the Internal Revenue Code. All employees age 21 or older with six months of service are eligible for participation in the plan. The Company matches employee contributions up to
The Company has entered into agreements with
The Company adopted supplemental executive retirement plans for 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 $
Retirement plan expenses are included in employee benefits on the Consolidated Statements of Income.
| 11. | Borrowed Funds |
Borrowed funds consist of securities sold under repurchase agreements, which represent overnight or term borrowings from customers, advances from the Federal Home Loan Bank of Atlanta (“FHLB”), advances from the Federal Reserve Bank of Richmond (the “Reserve Bank”), term borrowings from a commercial bank, and overnight borrowings from commercial banks.
Additional information is as follows:
| March 31, | December 31, | ||||||||
| 2024 | 2023 | ||||||||
| Amount oustanding at period-end: | |||||||||
| Securities sold under repurchase agreements | $ | $ | |||||||
| Federal Home Loan Bank advances mature in: | 2025 | ||||||||
| Federal Reserve Bank advances mature in: | 2024 | ||||||||
| 2025 | |||||||||
| Long-term debt (net of issuance costs) | |||||||||
The Bank is approved to borrow
FHLB advances of $
| 12. | 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).
| 12. | Stock-Based Compensation (continued) |
During the year ended December 31, 2023,
A summary of the Company’s restricted stock unit grant activity as of March 31, 2024 is shown below:
| Weighted Average | ||||||||
| Number of | Grant Date | |||||||
| Shares | Fair Value per Share | |||||||
| Balance at December 31, 2023 | ||||||||
| Granted | ||||||||
| Vested | ||||||||
| Forefeited | ||||||||
| Balance at March 31, 2024 | ||||||||
The compensation cost charged to income in respect of awards granted under the Equity Plan was $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
The following discussion and analysis is intended as a review of material changes in and significant factors affecting the financial condition and results of operations of Farmers and Merchants Bancshares, Inc. and its consolidated subsidiaries for the periods indicated. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained in Item 1 of Part I of this report, and with Management’s Discussion and Analysis of Financial Condition and Results of Operations, the audited consolidated financial statements and notes thereto, and the other statistical information contained in the Annual Report of Farmers and Merchants Bancshares, Inc. on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). References in this report to “us”, “we”, “our”, and “the Company” are to Farmers and Merchants Bancshares, Inc. and, unless the context clearly suggests otherwise, its consolidated subsidiaries.
Forward-Looking Statements
This report may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of “forward-looking statements.” Statements that are not historical in nature, including those that include the words “intend”, “believe”, “estimate”, “predict”, “potential”, or “continue” or the negative of those words and other comparable words, are based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, and they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report; general economic, market, or business conditions; changes in interest rates, deposit flow, the cost of funds, and demand for loan products and financial services; changes in our competitive position or competitive actions by other companies; changes in the quality or composition of our loan and investment portfolios; our ability to manage growth; changes in laws or regulations or policies of federal and state regulators and agencies; and other circumstances beyond our control. Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on our business or operations. These and other risks are discussed in detail in the registration statements and periodic reports that Farmers and Merchants Bancshares, Inc. files with the Securities and Exchange Commission (the “SEC”) (see Item 1A of Part II of this report for further information). Except as required by applicable laws, we do not intend to publish updates or revisions of any forward-looking statements we make to reflect new information, future events or otherwise.
Farmers and Merchants Bancshares, Inc.
Farmers and Merchants Bancshares, Inc. is a Maryland corporation and a financial holding company registered with the Board of Governors of the Federal Reserve System (the “FRB”) under the Bank Holding Company Act of 1956, as amended. The Company was incorporated on August 8, 2016 for the purpose of becoming the holding company of Farmers and Merchants Bank (the “Bank”) in a share exchange transaction that was intended to constitute a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Reorganization”). The Reorganization was consummated on November 1, 2016, at which time the Bank became a wholly-owned subsidiary of the Company and all of the Bank’s stockholders became stockholders of the Company by virtue of the conversion of their shares of common stock of the Bank into an equal number of shares of common stock of the Company.
The Company’s primary business activities are serving as the parent company of the Bank and holding a series investment in First Community Bankers Insurance Co., LLC, a Tennessee “series” limited liability company and licensed protected cell captive insurance company (“FCBI”). The Company owns 100% of one series of membership interests issued by FCBI, which series is deemed a “protected cell” under Tennessee law and has been designated “Series Protected Cell FCB-4” (such series investment is hereinafter referred to as the “Insurance Subsidiary”).
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 (i.e., FCBI) that was formed on November 9, 2016 to better manage our risk programs, provide insurance efficiencies, and add operating income by both keeping insurance premiums paid with respect to such risks within our affiliated group of entities and realizing certain tax benefits that are unique to captive insurance companies. The Company’s investment in the Insurance Subsidiary represents one series of membership interests in FCBI. As a “series” limited liability company, FCBI is authorized by state law and its governing instruments to issue one or more series of membership interests, each of which, for all purposes under state law, is deemed to be a legal entity separate and apart from FCBI and its other series.
Effective October 1, 2020, pursuant to a series of merger transactions, Farmers and Merchants Bancshares, Inc. acquired Carroll Bancorp, Inc. (“Carroll”) and the Bank acquired Carroll’s wholly-owned bank subsidiary, Carroll Community Bank (collectively, the “Merger”).
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.
Estimates and Critical Accounting Policies
This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. See Note 1 of the Notes to the audited consolidated financial statements as of and for the year ended December 31, 2023, which were included in Item 8 of Part II of the Form 10-K. On an on-going basis, management evaluates estimates, including those related to credit losses and intangible assets, impairment of investment securities, income taxes, and fair value of investments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.
The allowance for credit losses on loans represents management’s estimate of expected credit losses inherent 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.
Management applies various valuation methodologies to assets and liabilities which 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 impaired 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.
Management does not believe that any material changes in our critical accounting policies have occurred since December 31, 2023.
Financial Condition
Total assets decreased by $5,347,586, or 0.7%, to $794,593,240 at March 31, 2024 from $799,940,826 at December 31, 2023. The decrease in total assets was due primarily to a decrease of $19,057,107 in cash and cash equivalents and a decrease of $1,923,226 in debt securities, offset by an increase of $13,772,563 in loans.
Total liabilities decreased by $6,246,097, or 0.8%, to $741,516,438 at March 31, 2024 from $747,762,535 at December 31, 2023. The decrease was due primarily to a $24,985,264 decrease in deposits, due primarily to an $18,182,000 decrease in brokered deposits, a $1,160,113 decrease in securities sold under repurchase agreements and a $470,816 decrease in long-term debt, offset by a $21,000,000 increase in advances from the Federal Reserve Bank of Richmond (the “Reserve Bank”).
Stockholders’ equity increased by $898,511, or 1.7%, to $53,076,802 at March 31, 2024 from $52,178,291 at December 31, 2023. The increase was due to net income of $1,219,987 and an increase of $4,538 for stock-based compensation paid to an executive officer, offset by an increase of $326,014 in accumulated other comprehensive loss.
Loans
Major categories of loans at March 31, 2024 and December 31, 2023 were as follows:
| March 31, |
December 31, |
|||||||||||||||
| 2024 |
2023 |
|||||||||||||||
| Real estate: |
||||||||||||||||
| Commercial |
$ | 365,948,344 | 68 | % | $ | 361,942,511 | 69 | % | ||||||||
| Construction/Land development |
19,148,561 | 3 | % | 20,446,150 | 4 | % | ||||||||||
| Residential |
112,424,358 | 21 | % | 112,789,631 | 21 | % | ||||||||||
| Commercial |
44,240,198 | 8 | % | 32,823,072 | 6 | % | ||||||||||
| Consumer |
193,399 | 0 | % | 165,136 | 0 | % | ||||||||||
| 541,954,860 | 100 | % | 528,166,500 | 100 | % | |||||||||||
| Less: Allowance for credit losses on loans |
4,317,837 | 4,285,247 | ||||||||||||||
| Deferred origination fees net of costs |
556,416 | 573,209 | ||||||||||||||
| $ | 537,080,607 | $ | 523,308,044 | |||||||||||||
Loans increased by $13,772,563, or 2.6%, to $537,080,607 at March 31, 2024 from $523,308,044 at December 31, 2023. The increase was due primarily to an increase of $11,417,126 in commercial loans and an increase of $4,005,833 in commercial real estate loans, offset by decreases of $1,297,589 in construction/land development loans and $365,273 in residential real estate loans. The allowance for credit losses on loans increased by $32,590, or 0.8%, to $4,317,837 at March 31, 2024 from $4,285,247 at December 31, 2023.
The Company has adopted policies and procedures that seek to mitigate credit risk and to maintain the quality of the loan portfolio. These policies include underwriting standards for new credits as well as the continuous monitoring and reporting of asset quality and the adequacy of the allowance for credit losses on loans. 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.
Recoveries of credit losses of $0 and $270,000 were recorded for the three-month periods ended March 31, 2024 and 2023, respectively.
During the three-month periods ended March 31, 2024 and 2023, the Company had recoveries from loans written off in prior periods totaling $6,000 and $375,098, respectively. The Company had charge-offs of $1,163 during the three months ended March 31, 2024. There were no charge-offs during the same time period in 2023.
Watch list loans include loans classified as Special Mention, Substandard, and Doubtful. As of March 31, 2024, the Company had $8,257,629 of loans on a watch list, other than collateral-dependent loans, for which the borrowers have the potential for experiencing financial difficulties. As of December 31, 2023, the Company had $8,340,746 of such loans. Watch List loans are subject to ongoing management attention and their classifications are reviewed regularly.
Management believes that the $4.3 million reserve at March 31, 2024 is appropriate to adequately cover the expected losses in the loan portfolio. The Company’s loan portfolio grew by $13.8 million during the first three months of 2024. The allowance for credit losses on loans was 0.80% of the loan portfolio at March 31, 2024 compared to 0.81% at December 31, 2023.
Investment Securities
Investments in debt securities decreased by $1,923,226, or 1.0%, to $182,325,069 at March 31, 2024 from $184,248,295 at December 31, 2023. At March 31, 2024 and December 31, 2023, the Company had classified 89% and 89% of the investment portfolio as available for sale, respectively. The balance of the portfolio was classified as held to maturity.
Securities classified as available for sale are held for an indefinite period of time and may be sold in response to changing market and interest rate conditions as part of the Company’s asset/liability management strategy. Available for sale debt securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, net of income taxes. Securities classified as held to maturity, which the Company has both the positive intent and ability to hold to maturity, are reported at amortized cost. The Company records unrealized gains and losses on equity securities in earnings. The Company does not currently follow a strategy of making security purchases with a view to near-term sales, and, therefore, does not own trading securities. The Company manages the investment portfolio within policies that seek to achieve desired levels of liquidity, manage interest rate sensitivity, meet earnings objectives, and provide required collateral for deposit and borrowing activities.
Other Real Estate Owned
Other real estate owned (“OREO”) at March 31, 2024 and 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.
| March 31, |
December 31, |
|||||||
| 2024 |
2023 |
|||||||
| Other Real Estate Owned |
$ | 1,242,365 | $ | 1,242,365 | ||||
Deposits
Total deposits decreased by $24,985,264, or 3.7%, to $655,977,587 at March 31, 2024 from $680,962,851 at December 31, 2023. The decrease in deposits was due to a $17,387,059 decrease in time deposits, due primarily to a reduction in brokered deposits, and a $7,972,613 decrease in checking accounts, offset by a $247,160 increase in savings and money market accounts.
The following table shows the average balances and average costs of deposits for the three-month periods ended March 31, 2024 and 2023:
| March 31, 2024 |
March 31, 2023 |
|||||||||||||||
| Average |
Average |
|||||||||||||||
| Balance |
Cost |
Balance |
Cost |
|||||||||||||
| Noninterest bearing demand deposits |
$ | 113,410,901 | 0.00 | % | $ | 125,019,656 | 0.00 | % | ||||||||
| Interest bearing demand deposits |
130,458,298 | 0.68 | % | 130,576,396 | 0.33 | % | ||||||||||
| Savings and money market deposits |
157,978,341 | 0.65 | % | 190,483,431 | 0.24 | % | ||||||||||
| Time deposits |
261,572,905 | 4.01 | % | 180,125,426 | 1.81 | % | ||||||||||
| $ | 663,420,445 | 1.87 | % | $ | 626,204,909 | 0.66 | % | |||||||||
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 $71.4 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 $26.0 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. Effective, March 11, 2024, no new advances are available under the BTFP facility. 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 were outstanding as of March 31, 2024 and December 31, 2023. BTFP advances of $54,000,000 and $33,000,000 were outstanding as of March 31, 2024 and December 31, 2023, respectively. The Company borrowed $17,000,000 to facilitate the Merger in 2020 as more fully described below. There were no borrowings from the Reserve Bank other than the BTFP advances noted above or our commercial bank lenders at March 31, 2024 or December 31, 2023. 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 $144,315,000, or 22% of total deposits, at March 31, 2024.
Borrowings and Other Contractual Obligations
The Company’s contractual obligations consist primarily of borrowings and operating leases for various facilities.
On September 30, 2020, the Company borrowed $17,000,000 from First Horizon Bank (“FHN”) for the purpose of funding a portion of the consideration that was payable to the stockholders of Carroll in the Merger. Net of issuance costs, the amount of the net long-term debt was $12,741,562 and $13,212,378 as of March 31, 2024 and December 31, 2023, respectively. The loan matures on September 30, 2025. The interest rate on the loan is fixed at 4.10%. Quarterly interest-only payments were made through October 1, 2021. During the remaining term of the loan, the Company is required to make quarterly interest and principal payments of approximately $615,000, 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:
| March 31, |
December 31, |
||||||||
| 2024 |
2023 |
||||||||
| Amount oustanding at period-end: |
|||||||||
| Securities sold under repurchase agreements |
$ | 5,600,380 | $ | 6,760,493 | |||||
| Federal Home Loan Bank advances mature in: |
2025 |
5,000,000 | 5,000,000 | ||||||
| Federal Reserve Bank advances mature in: |
2024 |
- | 33,000,000 | ||||||
| 2025 |
54,000,000 | - | |||||||
| Long-term debt (net of issuance costs) |
12,741,562 | 13,212,378 | |||||||
| Weighted average rate paid at period-end: |
|||||||||
| Securites sold under repurchase agreements |
1.25 | % | 1.25 | % | |||||
| Federal Home Loan Bank advances |
1.00 | % | 1.00 | % | |||||
| Federal Reserve Bank advances |
4.76 | % | 4.83 | % | |||||
| Long-term debt |
4.10 | % | 4.10 | % | |||||
The advances from the Reserve Bank and the FHLB and the long-term debt outstanding at March 31, 2024 will require the following principal payments:
| Year ending December 31, 2024 |
$ | 1,416,667 | ||
| Year ending December 31, 2025 |
70,333,333 |
Off-Balance Sheet Arrangements
In the normal course of business, the Bank makes commitments to extend credit and issues standby letters of credit. Outstanding loan commitments, unused lines of credit, and letters of credit as of March 31, 2024 and December 31, 2023 are as follows:
| March 31, |
December 31, |
|||||||
| 2024 |
2023 |
|||||||
| Loan commitments |
||||||||
| Construction and land development |
$ | 7,078,802 | $ | 8,575,337 | ||||
| Commercial |
10,750,250 | 17,877,375 | ||||||
| Commercial real estate |
17,644,750 | 7,277,500 | ||||||
| Residential |
3,751,000 | 2,195,000 | ||||||
| $ | 39,224,802 | $ | 35,925,212 | |||||
| Unused lines of credit |
||||||||
| Home-equity lines |
$ | 11,979,618 | $ | 11,395,790 | ||||
| Commercial lines |
45,407,926 | 46,610,690 | ||||||
| $ | 57,387,544 | $ | 58,006,480 | |||||
| Letters of credit |
$ | 963,734 | $ | 1,339,391 | ||||
Loan commitments and lines of credit are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.
The maximum exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the commitment. Loan commitments, lines of credit and letters of credit are made on the same terms, including collateral, as outstanding loans. Management is not aware of any accounting loss that is likely to be incurred as a result of funding its credit commitments.
RESULTS OF OPERATIONS
Comparison of Operating Results for the Three Months Ended March 31, 2024 and 2023
General
Net income for the three months ended March 31, 2024 was $1,219,987 compared to $1,900,851 for the same period of 2023. The decrease of $680,864, or 35.8%, was primarily due to a $482,812 decrease in net interest income, a $355,032 increase in noninterest expense and a $270,000 decrease in the recovery of credit losses, offset by a $122,001 increase in noninterest income.
Net Interest Income
Net interest income was $5,174,256 for the three months ended March 31, 2024 compared to $5,657,068 for the same period of 2023. The net yield on interest earning assets decreased to 2.69% for the three months ended March 31, 2024 from 3.24% for the same period of 2023. Higher interest expense on deposits and borrowings was the driving factor in the lower net interest income. The Federal Reserve rate increases of 5.25% since March 2022 caused the cost of deposits and borrowings to increase significantly.
Total interest income for the three months ended March 31, 2024 was $9,066,062 compared to $7,052,529 for the same period of 2023, an increase of $2.0 million, or 28.6%.
Total interest income on loans for the three months ended March 31, 2024 increased by $836,363 when compared to the same period of 2023 due to a $9.0 million higher average loan balance for the three months ended March 31, 2024 when compared to the same period of 2023 and a higher loan yield of 5.15% for the three months ended March 31, 2024 versus 4.60% for the same period of 2023. Investment income for the three months ended March 31, 2024 increased by $770,293, or 81.5%, when compared to the same period of 2023 due to an increase in the fully-taxable equivalent yield to 3.36% for the three months ended March 31, 2024 compared to 2.22% for the same period of 2023, and a $38.3 million higher average investment balance. The fully-taxable equivalent yield on total interest-earning assets increased 65 basis points to 4.68% for the three months ended March 31, 2024 from 4.03% for the same period of 2023. The average balance of total interest-earning assets increased by $75.8 million to $779.9 million for the three months ended March 31, 2024 compared to $704.1 million for the same period of 2023.
Total interest expense for the three months ended March 31, 2024 was $3,891,806 compared to $1,395,461 for the same period of 2023, an increase of $2,496,345, or 178.9%. The increase was due to an $83.7 million increase in the average balance of interest-bearing liabilities to $626.9 million for the three months ended March 31, 2024 compared to $543.2 million in the same period of 2023, and a higher overall cost of funds on interest bearing deposits and borrowings of 2.48% for the three months ended March 31, 2024 compared to 1.03% for the same period of 2023. Cost of funds for time deposits increased to 4.01% for the three months ended March 31, 2024 from 1.81% for the same period of 2023. Long-term debt, FHLB, Reserve Bank and other borrowings cost of funds increased to 4.42% for the three months ended March 31, 2024 from 3.94% for the same period of 2023.
Average noninterest-earning assets increased by $0.9 million to $19.9 million for the three months ended March 31, 2024 compared to $19.0 million in the same period of 2023. Average noninterest-bearing deposits decreased by $11.6 million to $113.4 million during the three months ended March 31, 2024 compared to $125.0 million in the same period of 2023. The average balance in stockholders’ equity increased by $2.9 million for the three months ended March 31, 2024 when compared with the same period of 2023.
The following table sets forth information regarding the average balances of interest-earning assets and interest-bearing liabilities, the amount of interest income and interest expense and the resulting yields on average interest-earning assets and rates paid on average interest-bearing liabilities for the three-month periods ended March 31, 2024 and 2023. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.
| Three Months Ended |
Three Months Ended |
|||||||||||||||||||||||
| March 31, 2024 |
March 31, 2023 |
|||||||||||||||||||||||
| Average |
Average |
|||||||||||||||||||||||
| Balance |
Interest |
Yield |
Balance |
Interest |
Yield |
|||||||||||||||||||
| Assets: |
||||||||||||||||||||||||
| Loans |
$ | 534,565,557 | $ | 6,881,911 | 5.15 | % | $ | 525,515,876 | $ | 6,045,548 | 4.60 | % | ||||||||||||
| Securities, taxable (1) |
190,081,796 | 1,580,269 | 3.33 | % | 151,487,864 | 763,420 | 2.02 | % | ||||||||||||||||
| Securities, tax exempt (1) |
18,052,125 | 170,126 | 3.77 | % | 18,385,556 | 178,477 | 3.88 | % | ||||||||||||||||
| Federal funds sold and other interest-earning assets (1) |
37,224,007 | 500,715 | 5.38 | % | 8,718,634 | 108,732 | 4.99 | % | ||||||||||||||||
| Total interest-earning assets |
779,923,485 | 9,133,021 | 4.68 | % | 704,107,930 | 7,096,177 | 4.03 | % | ||||||||||||||||
| Noninterest-earning assets |
19,917,249 | 18,997,676 | ||||||||||||||||||||||
| Total assets |
$ | 799,840,734 | $ | 723,105,606 | ||||||||||||||||||||
| Liabilities and Stockholders’ Equity: |
||||||||||||||||||||||||
| NOW, savings, and money market |
$ | 288,436,639 | 475,635 | 0.66 | % | $ | 321,059,827 | 221,392 | 0.28 | % | ||||||||||||||
| Certificates of deposit |
261,572,905 | 2,625,291 | 4.01 | % | 180,125,426 | 813,459 | 1.81 | % | ||||||||||||||||
| Securities sold under repurchase agreements |
7,379,930 | 23,009 | 1.25 | % | 5,863,801 | 4,338 | 0.30 | % | ||||||||||||||||
| FHLB advances |
5,000,000 | 12,588 | 1.01 | % | 21,422,222 | 204,709 | 3.82 | % | ||||||||||||||||
| FRB advances and other borrowings |
51,692,308 | 621,683 | 4.81 | % | - | - | - | |||||||||||||||||
| Long-term debt |
12,858,915 | 133,600 | 4.16 | % | 14,742,179 | 151,563 | 4.11 | % | ||||||||||||||||
| Total interest-bearing liabilities |
626,940,697 | 3,891,806 | 2.48 | % | 543,213,455 | 1,395,461 | 1.03 | % | ||||||||||||||||
| Noninterest-bearing deposits |
113,410,901 | 125,019,656 | ||||||||||||||||||||||
| Noninterest-bearing liabilities |
7,560,740 | 5,801,886 | ||||||||||||||||||||||
| Total liabilities |
747,912,338 | 674,034,997 | ||||||||||||||||||||||
| Stockholders' equity |
51,928,396 | 49,070,609 | ||||||||||||||||||||||
| Total liabilities and stockholders' equity |
$ | 799,840,734 | $ | 723,105,606 | ||||||||||||||||||||
| Net interest income |
$ | 5,241,215 | 5,700,716 | |||||||||||||||||||||
| Interest rate spread |
2.20 | % | 3.00 | % | ||||||||||||||||||||
| Net yield on interest-earning assets |
2.69 | % | 3.24 | % | ||||||||||||||||||||
| Ratio of average interest-earning assets to Average interest-bearing liabilities |
124.40 | % | 129.62 | % | ||||||||||||||||||||
(1) - Interest on tax-exempt securities and other tax-exempt investments are reported on a fully taxable equivalent basis. The federal, state and combined tax rates used were 21.00%, 8.25% and 27.5175% respectively.
Noninterest Income
Noninterest income for the three months ended March 31, 2024 was $504,415 compared to $382,414 for the same period of 2023, an increase of $122,001, or 31.9%. The increase was due primarily to an increase a $142,794 on insurance proceeds from the storm damage to the Bank’s Upperco, Maryland location, offset by a $20,432 decrease in mortgage banking income.
Noninterest Expense
Noninterest expense for the three months ended March 31, 2024 totaled $4,112,467 compared to $3,757,435 for the same period of 2023, an increase of $355,032, or 9.4%. The increase was due primarily to increases in salaries and benefits of $111,999 as a result of hiring several new employees and normal annual salary increases and an increase in other expenses of $208,128. The increase in other expenses was due primarily to an increase in professional fees paid to consultants related to the upcoming core conversion along with increases in Federal Deposit Insurance Corporation assessments.
Income Tax Expense
Income tax expense for the three months ended March 31, 2024 was $346,217 compared to $651,196 for the same period of 2023. The effective tax rate was 22.1% for the three months ended March 31, 2024 compared to 25.5% for the same period of 2023. The decrease in the effective tax rate is due to a higher percentage of tax exempt revenue in 2024 versus 2023.
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
Farmers and Merchants Bancshares, Inc. is a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, is not required to include the information required by this item.
| Item 4. |
Controls and Procedures |
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the periods specified in those rules and forms, and that such information is accumulated and communicated to our management, including Farmers and Merchants Bancshares, Inc.’s principal executive officer (“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 is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
An evaluation of the effectiveness of these disclosure controls as of March 31, 2024 was carried out under the supervision and with the participation of management, including the PEO and the PFO. Based on that evaluation, management, including the PEO and the PFO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level.
During the quarter ended March 31, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II – OTHER INFORMATION
| Item 1. |
Legal Proceedings |
None.
| Item 1A. |
Risk Factors |
The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Form 10-K. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed.
| Item 2. |
Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
None.
| Item 3. |
Defaults upon Senior Securities |
None.
| Item 4. |
Mine Safety Disclosures |
Not Applicable.
| Item 5. | Other Information |
During the quarter ended March 31, 2024, director or officer of the Company 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 Item 408(c) of the SEC’s Regulation S-K.
| Item 6. |
Exhibits |
The exhibits filed or furnished with this quarterly report are listed in the following Exhibit Index:
| Exhibit | Description |
| 31.1 | Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) |
| 31.2 | Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) |
| 32 | Certification of the Principal Executive Officer and the Principal Financial Office pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith) |
| 101 | Interactive Data Files pursuant to Rule 405 of Regulation S-T (filed herewith) |
| 104 | The cover page of Farmers and Merchants Bancshares, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FARMERS AND MERCHANTS BANCSHARES, INC. | ||
| Date: May 14, 2024 | /s/ Gary A. Harris | |
| Gary A. Harris | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date May 14, 2024 | /s/ Mark C. Krebs | |
| Mark C. Krebs | ||
| Treasurer and Chief Financial Officer | ||
| (Principal Financial Officer & Principal Accounting Officer) |