fmfg20230731_8k.htm
false 0001698022 0001698022 2023-07-31 2023-07-31
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): July 31, 2023
 
Farmers and Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland 000-55756 81-3605835
(State or other jurisdiction of (Commission file number) (IRS Employer
incorporation or organization)   Identification No.)
 
4510 Lower Beckleysville Road, Suite H, Hampstead, MD 21074
(Address of principal executive offices) (Zip Code)
                           
Registrant’s telephone number, including area code: (410) 374-1510
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Exchange Act: None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
 
 

 
 
Item 2.02. Results of Operation and Financial Condition.
 
On July 31, 2023, Farmers and Merchants Bancshares, Inc. (the “Company”) issued a press release describing its financial results for the three- and six-month periods ended June 30, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
 
The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d)         Exhibits.
 
The exhibits furnished with this report are listed in the following Exhibit Index:
 
Exhibit No.
Description
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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 hereunto duly authorized.
 
FARMERS AND MERCHANTS BANCSHARES, INC.
Dated: July 31, 2023
By:
/s/ Gary A. Harris
Gary A. Harris
President & CEO
       
 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
July 31, 2023    
  Contact: Mr. Gary A. Harris
Farmers and Merchants Bancshares, Inc.   President and Chief Executive Officer
4510 Lower Beckleysville Rd, Suite H   (410) 374-1510, ext. 1104
Hampstead, Maryland 21074    

 

FARMERS AND MERCHANTS BANCSHARES, INC. REPORTS EARNINGS OF $3,570,968 OR $1.16 PER SHARE FOR THE SIX MONTHS ENDED JUNE 30, 2023

 

HAMPSTEAD, MARYLAND (July 31, 2023) – Farmers and Merchants Bancshares, Inc. (the “Company”), the parent of Farmers and Merchants Bank (the “Bank”), announced that net income for the six months ended June 30, 2023 was $3,570,968, or $1.16 per common share (basic and diluted), compared to $4,101,535, or $1.35 per common share (basic and diluted), for the same period in 2022. The Company’s return on average equity during the six months ended June 30, 2023 was 14.34% compared to 15.37% for the same period in 2022. The Company’s return on average assets during the six months ended June 30, 2023 was 0.99% compared to 1.15% for the same period in 2022.

 

Net income for the three months ended June 30, 2023 was $1,670,117, or $0.54 per common share (basic and diluted), compared to $2,050,733, or $0.67 per common share (basic and diluted), for the second quarter of 2022. The Company’s return on average equity during the three months ended June 30, 2023 was 13.22% compared to 16.27% for the same period in 2022. The Company’s return on average assets during the three months ended June 30, 2023 was 0.92% compared to 1.15% for the same period in 2022.         

 

Net interest income for the six months ended June 30, 2023 was $808,376 lower when compared to the same period in 2022 due to a decrease in the taxable equivalent net yield on average net interest earning assets to 3.09% for the six months ended June 30, 2023 from 3.48% for the same period in 2022. The decline in net yield was partially offset by a $26.5 million increase in average interest earning assets to $705.8 million for the six months ended June 30, 2023 from $679.3 million for the same period in 2022. Higher interest expense on deposits and borrowings was the driving factor in the lower net interest income. The Federal Reserve rate increases caused the cost of deposits and borrowings to increase significantly by 90 basis points to 1.29% for the six months ended June 30, 2023 from 0.39% for the same period in 2022. In addition, average interest bearing liabilities increased by $20.5 million to $545.8 million for the six months ended June 30, 2023 from $525.3 million for the same period in 2022. The taxable equivalent yield on total average interest-earning assets increased 31 basis points to 4.09% for the six months ended June 30, 2023 from 3.78% for the same period in 2022, partially offsetting the higher cost of funds. Based on the Company’s CECL methodology, a recovery of $495,000 of credit losses was recorded for the six months ended June 30, 2023 compared to no provision or recovery for the six months ended June 30, 2022. $457,682 of this recovery relates to loans and is due to a recovery of $375,000 was from loans charged off over 10 years ago which also resulted in a decrease in the required reserve for loans of $82,682.

 

Noninterest income decreased by $151,784 for the six months ended June 30, 2023 when compared to the same period in 2022, primarily as a result of a $128,745 decrease in mortgage banking revenue and a $158,123 decrease in the gain on sale of SBA loans, offset by a $43,339 increase in the fair value adjustment of an equity security and a $62,590 increase in Bank owned life insurance income. The decrease in mortgage banking revenue reflects a decline in refinancings due to rising interest rates. Noninterest expense was $74,898 higher in the six months ended June 30, 2023 than in the same period in 2022, due primarily to a $244,109 increase in salaries and benefits, offset by a $197,252 decrease in other expenses. The decrease in other expenses was due primarily to third party fees incurred during the first quarter of 2022 related to the recruitment and hiring of new employees. The increase in salaries and benefits was due to normal annual salary increases as well as the hiring of several new employees.

 

 

 

Income taxes decreased by $9,491 during the six months ended June 30, 2023 when compared to the same period in 2022. The effective tax rate increased to 25.1% for the six months ended June 30, 2023 from 22.7% for the same period last year due to a decrease in the amount of nontaxable income included in pretax income year-over-year.

 

Total assets increased to $730 million at June 30, 2023 from $718 million at December 31, 2022. Loans increased to $531 million at June 30, 2023 from $517 million at December 31, 2022. Investments in debt securities decreased to $140 million at June 30, 2023 from $147 million at December 31, 2022. Deposits increased to $632 million at June 30, 2023 from $624 million at December 31, 2022. The implementation of the new credit loss methodology required by generally accepted accounting principles, known as current expected credit losses, or CECL, on January 1, 2023 resulted in a $470,999 increase in the credit loss reserve on loans, available credit, and held to maturity securities. This additional reserve, net of income taxes, was recorded as a reduction of equity and was not a component of the income statement. The Company’s tangible equity was $43 million at June 30, 2023 compared to $41 million at December 31, 2022.

 

The book value of the Company’s common stock increased to $16.13 per share at June 30, 2023 from to $15.56 per share at December 31, 2022. Book value per share at June 30, 2023 is reflective of the $24 million unrealized loss on the Company’s available for sale (“AFS”) investment portfolio as a result of the significant rise in interest rates over the last 21 months. Changes in the market value of the AFS investment portfolio, net of income taxes, are reflected in the Company’s equity, but are not included in the income statement. The Company’s AFS investment portfolio is comprised of 84% government agency mortgage backed securities which are fully guaranteed, 8% investment grade non agency mortgage backed securities, 3% investment grade corporate and municipal bonds, and 5% subordinated debt of other community banks. Based on management analysis, there is no indication of credit deterioration in any of the bonds and the Company intends to hold these investments to maturity, so no actual losses are anticipated. The unrealized loss on the AFS investment portfolio had no impact on regulatory capital because the Bank elected many years ago to not include in the calculation of regulatory capital positive or negative changes in the market value of the AFS investment portfolio.

 

The Company began utilizing the Federal Reserve Bank’s (“FRB”) Bank Term Funding Program (“BTFP”) during the second quarter and had borrowings of $10,000,000 outstanding at June 30, 2023. Eligible collateral for the BTFP includes mortgage backed securities which are valued at par instead of market providing greater availability than other facilities. The BTFP also provides competitive fixed rates for up to a one year term and advances can be refinanced or paid off in full or in part anytime. This facility along with our Federal Home Loan Bank facility, other borrowing lines available, unpledged securities, brokered deposit access, and cash provided us with access to approximately $328 million of liquidity at June 30, 2023.

 

Gary A. Harris, President and CEO, commented “Our second quarter and year to date earnings were negatively impacted by higher deposit and borrowing costs which continues to squeeze our net interest margin. However, our loan portfolio continues to grow with strong credit quality despite rising rates. I have confidence in our experienced team to manage through this difficult interest rate environment. We have access to ample liquidity including the recently implemented BTFP facility.”

 

About the Company

 

The Company is a financial holding company and the parent of the Bank. The Bank was chartered in Maryland in 1919 and has over 100 years of service to the community. The Bank serves the deposit and financing needs of both consumers and businesses in Carroll and Baltimore Counties along the Route 30, Route 795, Route 140, and Route 26 corridors. The main office is located in Upperco, Maryland, with seven additional branches in Owings Mills, Hampstead, Greenmount, Reisterstown, Westminster, and Eldersburg. Certain broker-dealers make a market in the common stock of Farmers and Merchants Bancshares, Inc., and trades are reported through the OTC Markets Group’s Pink Market under the symbol “FMFG”.

 

 

 

Forward-Looking Statements

 

The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “will,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Farmers and Merchants Bancshares, Inc. with the Securities and Exchange Commission entitled “Risk Factors”.

 

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

   

June 30,

   

December 31,

 
   

2023

   

2022

 
                 

Assets

         
                 

Cash and due from banks

  $ 11,034,175     $ 6,414,822  

Federal funds sold and other interest-bearing deposits

    1,253,343       848,715  

Cash and cash equivalents

    12,287,518       7,263,537  

Certificates of deposit in other banks

    100,000       100,000  

Securities available for sale, at fair value

    119,760,780       126,314,449  

Securities held to maturity, at amortized cost less allowance for credit losses of $50,445 and $0

    20,188,458       20,508,997  

Equity security, at fair value

    493,489       489,145  

Restricted stock, at cost

    1,077,500       1,332,500  

Mortgage loans held for sale

    -       428,355  

Loans, less allowance for credit losses of $4,646,836 and $4,150,198

    530,999,092       516,920,540  

Premises and equipment, net

    6,054,185       6,186,594  

Accrued interest receivable

    1,825,427       1,815,784  

Deferred income taxes, net

    8,746,561       8,392,658  

Other real estate owned, net

    1,242,365       1,242,365  

Bank owned life insurance

    14,757,189       14,585,342  

Goodwill and other intangibles, net

    7,038,588       7,042,752  

Other assets

    5,690,973       5,587,654  
    $ 730,262,125     $ 718,210,672  
                 

Liabilities and Stockholders' Equity

 
                 

Deposits

               

Noninterest-bearing

  $ 120,971,669     $ 126,695,349  

Interest-bearing

    510,839,221       496,915,775  

Total deposits

    631,810,890       623,611,124  

Securities sold under repurchase agreements

    4,062,938       5,175,303  

Federal Home Loan Bank of Atlanta advances

    14,000,000       20,000,000  

Federal Reserve Bank advances

    10,000,000       -  

Long-term debt, net of issuance costs

    14,154,010       15,095,642  

Accrued interest payable

    1,120,963       349,910  

Other liabilities

    5,279,080       6,203,730  
      680,427,881       670,435,709  

Stockholders' equity

               

Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 3,090,368 shares in 2023 and 3,071,214 shares in 2022

    30,904       30,712  

Additional paid-in capital

    29,941,488       29,549,914  

Retained earnings

    37,508,400       35,300,166  

Accumulated other comprehensive loss

    (17,646,548 )     (17,105,829 )
      49,834,244       47,774,963  
    $ 730,262,125     $ 718,210,672  

 

 

 

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Interest income

                               

Loans, including fees

  $ 6,368,721     $ 5,370,350     $ 12,414,269     $ 11,053,712  

Investment securities - taxable

    769,999       742,087       1,532,207       1,386,548  

Investment securities - tax exempt

    139,528       140,823       279,372       290,310  

Federal funds sold and other interest earning assets

    105,974       21,887       210,903       34,302  

Total interest income

    7,384,222       6,275,147       14,436,751       12,764,872  
                                 

Interest expense

                               

Deposits

    1,735,965       319,204       2,770,816       657,764  

Securities sold under repurchase agreements

    7,501       2,433       11,839       5,684  

Federal Home Loan Bank advances

    208,536       12,588       412,983       25,038  

Federal Reserve Bank advances

    13,000       -       13,263       -  

Long-term debt

    148,390       168,737       299,952       340,112  

Total interest expense

    2,113,392       502,962       3,508,853       1,028,598  

Net interest income

    5,270,830       5,772,185       10,927,898       11,736,274  
                                 

Recovery of credit losses

    (225,000 )     -       (495,000 )     -  
                                 

Net interest income after recovery of credit losses

    5,495,830       5,772,185       11,422,898       11,736,274  
                                 

Noninterest income

                               

Service charges on deposit accounts

    204,726       191,727       391,433       373,193  

Mortgage banking income

    33,636       64,986       58,929       187,674  

Bank owned life insurance income

    88,741       56,266       171,846       109,256  

Fair value adjustment of equity security

    (7,341 )     (18,096 )     (1,574 )     (44,913 )

Gain on sale of SBA loans

    -       64,523       -       158,123  

Other fees and commissions

    83,488       82,235       165,030       154,115  

Total noninterest income

    403,250       441,641       785,664       937,448  
                                 

Noninterest expense

                               

Salaries

    1,850,494       1,928,257       3,726,938       3,668,652  

Employee benefits

    541,173       437,615       1,135,230       949,407  

Occupancy

    202,147       213,238       416,263       441,665  

Furniture and equipment

    252,924       224,593       492,651       439,208  

Other

    838,909       764,883       1,672,000       1,869,252  

Total noninterest expense

    3,685,647       3,568,586       7,443,082       7,368,184  
                                 

Income before income taxes

    2,213,433       2,645,240       4,765,480       5,305,538  

Income taxes

    543,316       594,507       1,194,512       1,204,003  

Net income

  $ 1,670,117     $ 2,050,733     $ 3,570,968     $ 4,101,535  
                                 

Earnings per common share - basic and diluted

  $ 0.54     $ 0.67     $ 1.16     $ 1.35