FMFG 8-K
Farmers & Merchants Bancshares, Inc. (FMFG)
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number) |
(IRS Employer
Identification No.)
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| (Address of principal executive offices) | (Zip Code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Exhibit No. | Description |
| 99.1 | Press release dated October 22, 2024 (furnished herewith). |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
| FARMERS AND MERCHANTS BANCSHARES, INC. | |||
| Dated: October 22, 2024 | By: | /s/ Gary A. Harris | |
| Gary A. Harris | |||
| President & CEO | |||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | FOR FURTHER INFORMATION CONTACT: |
| October 22, 2024 |
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Farmers and Merchants Bancshares, Inc. 4510 Lower Beckleysville Rd, Suite H Hampstead, Maryland 21074 |
Contact: |
Mr. Gary A. Harris President and Chief Executive Officer (410) 374-1510, ext. 1104 |
FARMERS AND MERCHANTS BANCSHARES, INC. REPORTS EARNINGS OF $3,421,623 OR $1.09 PER SHARE FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2024
HAMPSTEAD, MARYLAND (October 22, 2024) – Farmers and Merchants Bancshares, Inc. (the “Company”), the parent company of Farmers and Merchants Bank (the “Bank” and, together with the Company, “we”, “us” and “our”), announced that net income for the nine months ended September 30, 2024 was $3,421,623, or $1.09 per common share (basic and diluted), compared to $5,003,107, or $1.63 per common share (basic and diluted), for the same period in 2023. Higher interest expense as a result of the Federal Reserve rate increases over the last two years was the primary reason for the decline in net income. The Company’s return on average equity during the nine months ended September 30, 2024 was 8.53% compared to 13.45% for the same period in 2023. The Company’s return on average assets during the nine months ended September 30, 2024 was 0.57% compared to 0.91% for the same period in 2023. Loan growth for the nine months ended September 30, 2024 was $49 million, an annualized growth rate of 12.5%.
Net income for the three months ended September 30, 2024 was $1,123,127, or $0.36 per common share (basic and diluted), compared to $1,432,139, or $0.46 per common share (basic and diluted), for the third quarter of 2023. The Company’s return on average equity during the three months ended September 30, 2024 was 8.05% compared to 11.54% for the same period in 2023. The Company’s return on average assets during the three months ended September 30, 2024 was 0.56% compared to 0.77% for the same period in 2023.
Net interest income for the nine months ended September 30, 2024 was $722,419 lower when compared to the same period in 2023 due to a decrease in the net interest margin to 2.67% for the nine months ended September 30, 2024 from 3.04% for the same period in 2023. The decline in the net interest margin was partially offset by a $62.7 million increase in average interest earning assets to $775.9 million for the nine months ended September 30, 2024 from $713.2 million for the same period in 2023. Higher interest expense was the driving factor in the lower net interest income. The Federal Reserve interest rate decreased by 0.50% in late September after aggregate increases of 5.25% from March 2022 through August 2023. The net aggregate increase of 4.75% caused the cost of deposits and borrowings to increase by 119 basis points to 2.71% for the nine months ended September 30, 2024 from 1.52% for the same period in 2023. In addition, average interest bearing liabilities increased by $69.9 million to $624.5 million for the nine months ended September 30, 2024 from $554.6 million for the same period in 2023. The taxable equivalent yield on total average interest-earning assets increased 64 basis points to 4.86% for the nine months ended September 30, 2024 from 4.22% for the same period in 2023, partially offsetting the higher cost of funds. Despite the recent Federal Reserve rate decrease and the projected decreases in November and December of 2024, no significant improvement in the net interest margin is expected during the remainder of 2024.
The Bank entered into several interest rate swaps structured as fair value hedges during 2023 and 2024, some in combination with the purchase of mortgage backed securities, which are intended to offset the impact of higher interest expense by improving interest income on debt securities. The notional amount of interest rate swaps outstanding at September 30, 2024 was approximately $99 million. Our loan portfolio is comprised primarily of commercial real estate loans with fixed rates for five-year terms. As those loans reprice, our net interest margin should improve. In addition, our current strategy is to increase the diversification of our portfolio with commercial and industrial loans, which are typically adjustable rate loans and would provide an immediate higher yield in today’s interest rate environment.
No provision was recorded for credit losses for the nine months ended September 30, 2024. For the nine months ended September 30, 2023, we recorded a $570,000 recovery.
Noninterest income increased by $160,505 for the nine months ended September 30, 2024 when compared to the same period in 2023, primarily as a result of a $142,794 gain on insurance proceeds for our Upperco location and a $34,180 increase in service charges on deposit accounts, offset by $31,922 loss on the sale of debt securities. Noninterest expense was $1,117,921 higher in the nine months ended September 30, 2024 when compared to the same period in 2023, due primarily to a $488,857 increase in other expenses, a $311,155 increase in occupancy and furniture and equipment costs, and a $317,909 increase in salaries and benefits. The increase in other expenses was due primarily to costs associated with our core system conversion that is projected to be completed in the fourth quarter of 2024, ATM related expenses, and legal fees incurred for stockholder matters. Also, the Bank’s FDIC assessment expense increased due to higher FDIC assessment rates. The increase in occupancy and furniture and equipment was due primarily to the renovations and new equipment for the Upperco location which was placed in service at the end of the first quarter and the new Towson location that was placed in service during the second quarter. The increase in salaries and benefits was due to normal annual salary increases as well as the hiring of several new employees primarily in the commercial loan production department.
Income taxes decreased by $668,351 during the nine months ended September 30, 2024 when compared to the same period in 2023 due to lower earnings before taxes. The effective tax rate decreased to 22.5% for the nine months ended September 30, 2024 from 24.9% for the same period last year due to an increase in the amount of nontaxable income included in pretax income year over year.
Total assets increased to $818 million at September 30, 2024 from $800 million at December 31, 2023. Loans increased to $572 million at September 30, 2024 from $523 million at December 31, 2023, an annualized rate of increase of 12.5%. Investments in debt securities decreased to $180 million at September 30, 2024 from $184 million at December 31, 2023. Deposits decreased to $674 million at September 30, 2024 from $681 million at December 31, 2023. The Company’s tangible equity was $52 million at September 30, 2024 compared to $45 million at December 31, 2023.
The book value of the Company’s common stock increased to $18.81 per share at September 30, 2024 from to $16.74 per share at December 31, 2023. Book value per share at September 30, 2024 was reflective of the $14 million unrealized loss, net of income taxes, on the Bank’s available for sale (“AFS”) investment portfolio as a result of the significant rise in interest rates over the last 30 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 AFS investment portfolio is comprised of 62% government agency mortgage backed securities which are fully guaranteed, 33% investment grade non agency mortgage backed securities, 1% investment grade corporate and municipal bonds, and 4% subordinated debt of other community banks. There is no indication of credit deterioration in any of the bonds and we intend to hold these investments to maturity, so no actual losses are anticipated. There is no impact on regulatory capital because the Bank elected many years ago to not include in the calculation of regulatory capital changes in the market value of the AFS investment portfolio regardless of whether they are positive or negative.
The Bank began utilizing the Federal Reserve Bank’s Bank Term Funding Program (“BTFP”) during the second quarter of 2023 and had borrowings of $54,000,000 outstanding at September 30, 2024, with a maturity date of January 15, 2025, an increase of $21,000,000 from December 31, 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 at any time. The Federal Reserve Bank stopped new BTFP advances on March 11, 2024. 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 $332 million of liquidity at September 30, 2024.
Gary A. Harris, President and CEO, commented “We are pleased that our loan portfolio has grown at an annualized rate of 12.5% during the first nine months of the year, demonstrating that our investment in additional loan production staff and facilities is paying off. Our asset quality remains high and our liquidity position remains strong. Due to the sunsetting of our existing core operating system, our core system conversion will occur on October 28, 2024. While it will increase our expenses in 2024, the new system will be a substantial digital upgrade that will position the bank for future growth, provide for significant efficiency gains and an enhanced customer experience moving forward. The Federal Reserve interest rate decreased by 50 basis points in September and additional cuts are expected over the remainder of 2024 and 2025. These cuts are too late in 2024 to have any significant impact on our net interest margin, but should provide for improvement in 2025.”
About the Company
The Company is a financial holding company and the parent company 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, Route 26, and Route 45 corridors. The main office is located in Upperco, Maryland, with seven additional branches in Owings Mills, Hampstead, Greenmount, Reisterstown, Westminster, Eldersburg, and Towson. 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)
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September 30, |
December 31, * |
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2024 |
2023 |
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Assets |
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Cash and due from banks |
$ | 16,271,388 | $ | 44,404,473 | ||||
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Federal funds sold and other interest-bearing deposits |
570,479 | 285,864 | ||||||
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Cash and cash equivalents |
16,841,867 | 44,690,337 | ||||||
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Certificates of deposit in other banks |
100,000 | 100,000 | ||||||
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Securities available for sale, at fair value |
159,499,031 | 164,084,673 | ||||||
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Securities held to maturity, at amortized cost less allowance for credit |
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losses of $36,894 and $35,627 |
20,197,994 | 20,163,622 | ||||||
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Equity security, at fair value |
531,958 | 507,130 | ||||||
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Restricted stock, at cost |
1,016,000 | 863,500 | ||||||
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Mortgage loans held for sale |
759,200 | - | ||||||
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Loans, less allowance for credit losses of $4,190,882 and $4,285,247 |
571,562,379 | 523,308,044 | ||||||
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Premises and equipment, net |
7,441,171 | 6,583,452 | ||||||
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Accrued interest receivable |
2,362,330 | 2,180,734 | ||||||
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Deferred income taxes, net |
6,736,681 | 8,312,482 | ||||||
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Other real estate owned, net |
1,226,245 | 1,242,365 | ||||||
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Bank owned life insurance |
15,218,368 | 14,930,754 | ||||||
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Goodwill and other intangibles, net |
7,028,178 | 7,034,424 | ||||||
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Other assets |
7,009,579 | 5,939,309 | ||||||
| $ | 817,530,981 | $ | 799,940,826 | |||||
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Liabilities and Stockholders' Equity |
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Deposits |
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Noninterest-bearing |
$ | 108,442,303 | $ | 115,284,706 | ||||
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Interest-bearing |
565,302,419 | 565,678,145 | ||||||
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Total deposits |
673,744,722 | 680,962,851 | ||||||
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Securities sold under repurchase agreements |
2,885,496 | 6,760,493 | ||||||
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Federal Home Loan Bank of Atlanta advances |
5,000,000 | 5,000,000 | ||||||
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Federal Reserve Bank advances |
54,000,000 | 33,000,000 | ||||||
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Long-term debt, net of issuance costs |
11,799,931 | 13,212,378 | ||||||
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Accrued interest payable |
2,581,429 | 1,482,773 | ||||||
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Other liabilities |
8,357,055 | 7,344,040 | ||||||
| 758,368,633 | 747,762,535 | |||||||
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Stockholders' equity |
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Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 3,145,974 in 2024 and 3,116,966 shares in 2023 |
31,460 | 31,170 | ||||||
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Additional paid-in capital |
30,837,137 | 30,398,080 | ||||||
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Retained earnings |
41,826,204 | 39,433,185 | ||||||
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Accumulated other comprehensive loss |
(13,532,453 | ) | (17,684,144 | ) | ||||
| 59,162,348 | 52,178,291 | |||||||
| $ | 817,530,981 | $ | 799,940,826 | |||||
* - Derived from audited consolidated financial statements
Farmers and Merchants Bancshares, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2024 |
2023 |
2024 |
2023 |
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Interest income |
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Loans, including fees |
$ | 7,901,509 | $ | 6,609,039 | $ | 22,021,236 | $ | 19,023,308 | ||||||||
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Investment securities - taxable |
1,623,113 | 996,586 | 4,794,495 | 2,528,793 | ||||||||||||
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Investment securities - tax exempt |
141,258 | 137,254 | 415,629 | 416,626 | ||||||||||||
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Federal funds sold and other interest earning assets |
180,572 | 258,818 | 860,922 | 469,721 | ||||||||||||
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Total interest income |
9,846,452 | 8,001,697 | 28,092,282 | 22,438,448 | ||||||||||||
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Interest expense |
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Deposits |
3,910,840 | 2,239,808 | 10,243,652 | 5,010,624 | ||||||||||||
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Securities sold under repurchase agreements |
13,069 | 12,110 | 49,113 | 23,949 | ||||||||||||
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Federal Home Loan Bank advances and other borrowings |
64,713 | 39,289 | 109,230 | 452,272 | ||||||||||||
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Federal Reserve Bank advances |
647,882 | 378,500 | 1,910,411 | 391,763 | ||||||||||||
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Long-term debt |
125,103 | 145,001 | 387,408 | 444,953 | ||||||||||||
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Total interest expense |
4,761,607 | 2,814,708 | 12,699,814 | 6,323,561 | ||||||||||||
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Net interest income |
5,084,845 | 5,186,989 | 15,392,468 | 16,114,887 | ||||||||||||
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Recovery of credit losses |
- | (75,000 | ) | - | (570,000 | ) | ||||||||||
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Net interest income after recovery of credit losses |
5,084,845 | 5,261,989 | 15,392,468 | 16,684,887 | ||||||||||||
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Noninterest income |
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Service charges on deposit accounts |
209,078 | 195,566 | 621,179 | 586,999 | ||||||||||||
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Mortgage banking income |
43,035 | 33,585 | 66,362 | 92,514 | ||||||||||||
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Bank owned life insurance income |
102,831 | 89,748 | 287,614 | 261,595 | ||||||||||||
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Loss on sale of debt securities |
- | - | (31,922 | ) | - | |||||||||||
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Fair value adjustment of equity security |
19,808 | (13,769 | ) | 13,837 | (15,343 | ) | ||||||||||
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Loss on disposition of furniture and equipment |
(5,157 | ) | - | (5,157 | ) | - | ||||||||||
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Gain on insurance proceeds |
- | - | 142,794 | - | ||||||||||||
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Other fees and commissions |
81,425 | 78,096 | 234,688 | 243,125 | ||||||||||||
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Total noninterest income |
451,020 | 383,226 | 1,329,395 | 1,168,890 | ||||||||||||
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Noninterest expense |
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Salaries |
1,878,411 | 1,916,804 | 5,848,178 | 5,643,742 | ||||||||||||
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Employee benefits |
548,892 | 348,048 | 1,596,751 | 1,483,278 | ||||||||||||
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Occupancy |
274,580 | 229,135 | 798,597 | 645,398 | ||||||||||||
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Furniture and equipment |
327,198 | 246,896 | 897,503 | 739,547 | ||||||||||||
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Other |
1,042,142 | 1,005,065 | 3,165,922 | 2,677,065 | ||||||||||||
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Total noninterest expense |
4,071,223 | 3,745,948 | 12,306,951 | 11,189,030 | ||||||||||||
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Income before income taxes |
1,464,642 | 1,899,267 | 4,414,912 | 6,664,747 | ||||||||||||
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Income taxes |
341,515 | 467,128 | 993,289 | 1,661,640 | ||||||||||||
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Net income |
$ | 1,123,127 | $ | 1,432,139 | $ | 3,421,623 | $ | 5,003,107 | ||||||||
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Earnings per share - basic |
$ | 0.36 | $ | 0.46 | $ | 1.09 | $ | 1.63 | ||||||||
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Earnings per share - diluted |
$ | 0.36 | $ | 0.46 | $ | 1.09 | $ | 1.63 | ||||||||