fmfg20190630

fmfg20190630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For quarterly period ended June 30, 2019

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

For the transition period from _______________ to ________________

Commission file number 000-55756

Farmers and Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices) (Zip Code)

(410) 374-1510

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,691,091 as of August 9, 2019.

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Table of Contents

	Page

PART I – FINANCIAL INFORMATION	3

Item 1. Financial Statements	3

Consolidated balance sheets at June 30, 2019 (unaudited) and December 31, 2018	3

Consolidated statements of income (unaudited) for the three and six months ended June 30, 2019 and 2018	4

Consolidated statements of comprehensive income (unaudited) for the three and six months Ended June 30, 2019 and 2018	5

Consolidated statements of changes in stockholders’ equity (unaudited) for the six months ended June 30, 2019 and 2018	6

Consolidated statements of cash flows (unaudited) for the six months ended June 30, 2019 and 2018	7

Notes to financial statements (unaudited)	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk	41

Item 4. Controls and Procedures	41

PART II – OTHER INFORMATION	42

Item 1. Legal Proceedings	42

Item 1A. Risk Factors	42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3. Defaults upon Senior Securities	42

Item 4. Mine Safety Disclosures	42

Item 5. Other Information	42

Item 6. Exhibits	43

SIGNATURES	43

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

	June 30,		December 31,
	2019		2018
	(Unaudited)
Assets


Cash and due from banks	$	19,434,418	$	11,480,608
Federal funds sold and other interest-bearing deposits		3,221,403		3,137,629
Cash and cash equivalents		22,655,821		14,618,237
Certificate of deposit in other bank		100,000		100,000
Securities available for sale		36,098,444		26,591,991
Securities held to maturity		19,411,483		18,127,067
Equity security at fair value		524,710		503,827
Federal Home Loan Bank stock, at cost		503,700		575,800
Mortgage loans held for sale		972,750		573,638
Loans, less allowance for loan losses of $2,551,125 and $2,509,334		340,171,316		340,900,635
Premises and equipment		4,969,930		5,075,310
Accrued interest receivable		1,006,419		990,529
Deferred income taxes		981,334		1,179,454
Other real estate owned		-		210,150
Bank owned life insurance		7,063,146		7,053,354
Other assets		1,989,743		657,885
	$	436,448,796	$	417,157,877

Liabilities and Stockholders' Equity

Deposits
Noninterest-bearing	$	61,009,944	$	62,717,520
Interest-bearing		311,165,456		291,995,483
Total deposits		372,175,400		354,713,003
Securities sold under repurchase agreements		8,789,585		11,012,000
Federal Home Loan Bank of Atlanta advances		3,000,000		3,000,000
Accrued interest payable		580,101		311,489
Other liabilities		4,168,677		2,726,678
		388,713,763		371,763,170
Stockholders' equity
Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 1,691,091 in 2019 and 1,682,997 shares in 2018		16,911		16,830
Additional paid-in capital		27,561,593		27,324,794
Retained earnings		20,111,524		18,621,382
Accumulated other comprehensive income		45,005		(568,299	)
		47,735,033		45,394,707
	$	436,448,796	$	417,157,877

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 June 30						Six months ended June 30
	2019			2018			2019			2018

Interest income
Loans, including fees	$	4,172,235		$	4,048,984		$	8,332,321		$	7,982,139
Investment securities - taxable		222,272			149,998			397,108			304,858
Investment securities - tax exempt		143,125			142,799			281,213			285,562
Federal funds sold and other interest earning assets		121,824			43,725			196,350			70,693
Total interest income		4,659,456			4,385,506			9,206,992			8,643,252

Interest expense
Deposits		885,246			499,916			1,660,777			938,326
Securities sold under repurchase agreements		28,423			35,012			53,722			69,401
Federal Home Loan Bank advances and other borrowings		11,195			45,985			31,748			108,947
Total interest expense		924,864			580,913			1,746,247			1,116,674
Net interest income		3,734,592			3,804,593			7,460,745			7,526,578

Provision for loan losses		-			75,000			13,000			125,000

Net interest income after provision for loan losses		3,734,592			3,729,593			7,447,745			7,401,578

Noninterest income
Service charges on deposit accounts		166,115			173,888			318,175			335,728
Mortgage banking income		72,879			60,468			105,598			114,661
Bank owned life insurance income		242,012			40,489			282,398			80,394
Unrealized gain (loss) on equity security		6,911			(12,439	)		14,756			(11,479	)
Write down of other real estate owned		(210,150	)		-			(210,150	)		-
Gain on sale of SBA loans		9,520			-			139,535			60,508
Other fees and commissions		35,946			28,090			65,317			51,799
Total noninterest income		323,233			290,496			715,629			631,611

Noninterest expense
Salaries		1,309,007			1,264,702			2,635,790			2,548,212
Employee benefits		314,145			322,568			696,109			690,022
Occupancy		190,543			189,156			404,963			366,689
Furniture and equipment		155,933			165,392			311,080			327,008
Other		639,568			687,062			1,316,540			1,326,239
Total noninterest expense		2,609,196			2,628,880			5,364,482			5,258,170

Income before income taxes		1,448,629			1,391,209			2,798,892			2,775,019
Income taxes		222,808			245,962			476,784			507,836
Net income	$	1,225,821		$	1,145,247		$	2,322,108		$	2,267,183

Earnings per share - basic and diluted	$	0.73		$	0.69		$	1.38		$	1.36

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 June 30,					Six Months Ended June 30,
	2019		2018			2019		2018

Net income	$	1,225,821	$	1,145,247		$	2,322,108	$	2,267,183

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

Securities available for sale
Net unrealized gain (loss) arising during the period		433,834		(107,478	)		846,140		(419,439	)
Income tax expense (benefit)		119,380		(29,576	)		232,836		(115,419	)
Total other comprehensive income (loss)		314,454		(77,902	)		613,304		(304,020	)

Total comprehensive income	$	1,540,275	$	1,067,345		$	2,935,412	$	1,963,163

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

Six months ended June 30, 2019 and 2018

(Unaudited except for year-end amounts)

					Additional					Accumulated other
	Common stock				paid-in		Retained			comprehensive			Total
	Shares		Par value		capital		earnings			income			stockholders'
Balance, December 31, 2017		1,667,813	$	16,678	$	26,869,796	$	15,306,625		$	(394,167	)	$	41,798,932

Net income		-		-		-		2,267,183			-			2,267,183
Unrealized loss on securities available for sale net of income tax benefit of $115,419		-		-		-		-			(304,020	)		(304,020	)
Reclassification due to adoption of ASU No. 2016-01		-		-		-		(10,416	)		10,416			-
Cash dividends, $0.40 per share		-		-		-		(667,145	)		-			(667,145	)
Dividends reinvested		7,338		73		215,359		-			-			215,432

Balance, June 30, 2018		1,675,151	$	16,751	$	27,085,155	$	16,896,247		$	(687,771	)	$	43,310,382

Balance, December 31, 2018		1,682,997	$	16,830	$	27,324,794	$	18,621,382		$	(568,299	)	$	45,394,707

Net income		-		-		-		2,322,108			-			2,322,108
Unrealized gain on securities available for sale net of income tax expense of $232,836		-		-		-		-			613,304			613,304
Adjustment due to adoption of ASU No. 2016-02		-		-		-		(91,447	)		-			(91,447	)
Cash dividends, $0.44 per share		-		-		-		(740,519	)		-			(740,519	)
Dividends reinvested		8,094		81		236,799		-			-			236,880

Balance, June 30, 2019		1,691,091	$	16,911	$	27,561,593	$	20,111,524		$	45,005		$	47,735,033

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)

Six Months Ended June 30,	2019			2018

Cash flows from operating activities
Interest received	$	9,156,111		$	8,608,553
Fees and commissions received		765,151			502,188
Interest paid		(1,477,635	)		(1,034,881	)
Proceeds from sale of mortgage loans held for sale		4,924,657			4,785,472
Origination of mortgage loans held for sale		(5,323,769	)		(5,722,937	)
Cash paid to suppliers and employees		(5,410,566	)		(4,751,554	)
Income taxes paid, net of refunds received		(249,711	)		(614,760	)
		2,384,238			1,772,081

Cash flows from investing activities
Proceeds from maturity and call of securities
Available for sale		2,923,369			2,674,444
Held to maturity		500,000			-
Purchase of securities
Available for sale		(11,643,636	)		-
Held to maturity		(1,770,815	)		-
Purchase of certificate of deposit		-			(242,000	)
Loans made to customers, net of principal collected		(701,101	)		(12,062,675	)
Proceeds from sale of loans		1,582,364			668,508
(Purchase) redemption of stock in FHLB of Atlanta		72,100			381,500
Purchases of premises, equipment and software		(45,278	)		(136,117	)
		(9,082,997	)		(8,716,340	)

Cash flows from financing activities
Net increase (decrease) in
Noninterest-bearing deposits		(1,707,576	)		(1,481,474	)
Interest-bearing deposits		19,169,973			21,960,936
Securities sold under repurchase agreements		(2,222,415	)		(3,246,645	)
Federal Home Loan Bank of Atlanta advances (repayments)		-			(9,500,000	)
Dividends paid, net of reinvestments		(503,639	)		(451,713	)
Common stock issued		-			1,550
		14,736,343			7,282,654

Net increase (decrease) in cash and cash equivalents		8,037,584			338,395

Cash and cash equivalents at beginning of period		14,618,237			7,237,385
Cash and cash equivalents at end of period	$	22,655,821		$	7,575,780

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)

Six Months Ended June 30,	2019			2018

Reconciliation of net income to net cash provided by operating activities
Net income	$	2,322,108		$	2,267,183
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		176,885			194,595
Provision for loan losses		13,000			125,000
Lease expense in excess of rent paid		20,273			-
Write down of other real estate owned		210,150			-
Equity security dividend reinvested		(6,127	)		(5,481	)
Unrealized (gain) loss on equity security		(14,756	)		11,479
Gain on sale of loans		(139,535	)		(60,508	)
Decrease (increase) in mortgage loans held for sale		(399,112	)		(937,465	)
Amortization of premiums and accretion of discounts, net		46,353			69,248
Increase (decrease) in
Deferred loan fees		(25,409	)		(10,665	)
Accrued interest payable		268,612			81,793
Other liabilities		(36,563	)		191,266
Decrease (increase) in
Accrued interest receivable		(15,890	)		(18,553	)
Bank owned life insurance cash surrender value		(9,792	)		(80,394	)
Other assets		(25,959	)		(55,417	)
	$	2,384,238		$	1,772,081

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1.	Principles of consolidation

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

2.	Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been made. Such adjustments were normal and recurring in nature. The results of operations for the three months and six months ended June 30, 2019 do not necessarily reflect the results that may be expected for the entire fiscal year ending December 31, 2019 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, 2018, which are included in Farmers and Merchants Bancshares, Inc.’s Annual Report on Form 10-K.

Recent Accounting Pronouncements

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

2.	Basis of Presentation (continued)

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. However, in July 2019, the FASB proposed extending the implementation date to 2023 for SEC registered smaller reporting companies and private companies. The Company is considered a smaller reporting company. The proposal is expected to be enacted before the end of 2019. The Company has engaged a third-party vendor to assist in the implementation of this ASU.

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

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

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

3.	Investment Securities

Investments in debt securities are summarized as follows:

Amortized

Unrealized

Fair

June 30, 2019

cost

gains

losses

value

Available for sale

State and municipal

1,379,487

5,960

412

1,385,035

SBA pools

2,544,930

48,999

2,495,931

Mortgage-backed securities

32,111,936

299,312

193,770

32,217,478

36,036,353

305,272

243,181

36,098,444

Held to maturity

State and municipal

19,411,483

423,557

3,664

19,831,376

	Amortized		Unrealized		Unrealized		Fair
December 31, 2018	cost		gains		losses		value

Available for sale

State and municipal	$	1,506,011	$	11,161	$	10,667	$	1,506,505
SBA pools		2,779,411		-		60,039		2,719,372
Mortgage-backed securities		23,090,618		33,594		758,098		22,366,114
	$	27,376,040	$	44,755	$	828,804	$	26,591,991

Held to maturity

State and municipal	$	18,127,067	$	115,220	$	209,194	$	18,033,093

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

3.	Investment Securities (continued)

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

	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
June 30, 2019	cost		value		cost		value

Within one year	$	-	$	-	$	501,088	$	501,885
Over one to five years		259,374		259,428		588,860		595,799
Over five to ten years		1,120,113		1,125,607		2,947,579		3,020,446
Over ten years		-		-		15,373,956		15,713,246
		1,379,487		1,385,035		19,411,483		19,831,376
Mortgage-backed securities and SBA pools, due in monthly installments		34,656,866		34,713,409		-		-
	$	36,036,353	$	36,098,444	$	19,411,483	$	19,831,376

December 31, 2018

Within one year	$	375,000	$	375,653	$	1,009,284	$	1,011,165
Over one to five years		260,587		249,920		590,522		598,528
Over five to ten years		870,424		880,932		1,858,695		1,876,364
Over ten years		-		-		14,668,566		14,547,036
		1,506,011		1,506,505		18,127,067		18,033,093
Mortgage-backed securities and SBA pools, due in monthly installments		25,870,029		25,085,486		-		-
		27,376,040	$	26,591,991	$	18,127,067	$	18,033,093

Securities with a carrying value of $9,200,129 and $11,706,765 as of June 30, 2019 and December 31, 2018, respectively, were pledged as collateral for Federal Home Loan Bank advances, government deposits and securities sold under repurchase agreements.

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

3.	Investment Securities (continued)

The following table sets forth the Company’s gross unrealized losses on a continuous basis for investments in debt securities, by category and length of time, at June 30, 2019 and December 31, 2018.

June 30, 2019	Less than 12 months				12 months or more				Total
Description of investments	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss

State and municipal	$	711,400	$	1,429	$	551,586	$	2,647	$	1,262,986	$	4,076
SBA pools		-		-		2,465,699		48,999		2,465,699		48,999
Mortgage-backed securities		1,667,716		200		13,427,832		193,570		15,095,548		193,770
Total	$	2,379,116	$	1,629	$	16,445,117	$	245,216	$	18,824,233	$	246,845

December 31, 2018	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
Description of investments	Fair value		losses		Fair value		losses		Fair value		losses

State and municipal	$	3,435,052	$	42,080	$	3,740,467	$	177,781	$	7,175,519	$	219,861
SBA pools		443,288		6,707		2,276,084		53,332		2,719,372		60,039
Mortgage-backed securities		596,002		6,631		17,770,790		751,467		18,366,792		758,098
Total	$	4,474,342	$	55,418	$	23,787,341	$	982,580	$	28,261,683	$	1,037,998

Management has the ability and intent to hold securities classified as held to maturity until they mature, at which time the Company should receive full value for the securities. As of June 30, 2019 and December 31, 2018, management did not have the intent to sell any of the held to maturity or available for sale securities with unrealized losses before a recovery of cost. The unrealized losses detailed in the table above were due to increases in market interest rates over the yields available at the time the underlying securities were purchased as well as other market conditions for each particular security based upon the structure and remaining principal balance. The fair values of the investment securities are expected to recover as the securities approach their maturity dates or repricing dates or if market yields for such investments decline. Based on the foregoing factors, as of June 30, 2019 and December 31, 2018, management believes that these unrealized losses are temporary and, accordingly, have not been recognized in the Company’s consolidated statement of income.

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Loans

Major categories of loans are as follows:

	June 30,		December 31,
	2019		2018

Real estate:
Commercial	$	237,294,916	$	238,834,149
Construction and land development		16,384,252		18,265,505
Residential		67,471,222		63,024,106
Commercial		21,769,797		23,323,073
Consumer		307,718		494,009
		343,227,905		343,940,842
Less: Allowance for loan losses		2,551,125		2,509,334
Deferred origination fees net of costs		505,464		530,873
	$	340,171,316	$	340,900,635

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

	June 30,		December 31,
	2019		2018

Commercial real estate	$	-	$	988,811

At June 30, 2019, the Company had no nonaccrual loans.

At December 31, 2018, the Company had two nonaccrual commercial real estate loans to the same borrower totaling $988,811. The loans were secured by real estate and business assets and were personally guaranteed. Gross interest income of $115,168 would have been recorded during the year ended December 31, 2018 if these nonaccrual loans had been current and performing in accordance with the original terms. The Company allocated $0 of its allowance for loan losses to these nonaccrual loans. The balance of the nonaccrual loans was net of charge-offs of $690,000 at December 31, 2018. This loan paid off during the three months ended June 30, 2019 and the Company recorded a recovery of $15,299.

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

4.	Loans (continued)

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

					90 Days								Past Due 90
	30 - 59 Days		60 - 89 Days		or More		Total				Total		Days or More
	Past Due		Past Due		Past Due		Past Due		Current		Loans		and Accruing
June 30, 2019
Real estate:
Commercial	$	-	$	-	$	-	$	-	$	237,294,916	$	237,294,916	$	-
Construction and land development		-		-		-		-		16,384,252		16,384,252		-
Residential		56,067		205,139		-		261,206		67,210,016		67,471,222		-
Commercial		-		-		-		-		21,769,797		21,769,797		-
Consumer		-		-		-		-		307,718		307,718		-
Total	$	56,067	$	205,139	$	-	$	261,206	$	342,966,699	$	343,227,905	$	-

December 31, 2018
Real estate:
Commercial	$	-	$	-	$	988,811	$	988,811	$	237,845,338	$	238,834,149	$	-
Construction and land development		-		-		-		-		18,265,505		18,265,505		-
Residential		-		-		10,507		10,507		63,013,599		63,024,106		10,507
Commercial		-		25,000		-		25,000		23,298,073		23,323,073		-
Consumer		-		-		-		-		494,009		494,009		-
Total	$	-	$	25,000	$	999,318	$	1,024,318	$	342,916,524	$	343,940,842	$	10,507

Impaired loans, segregated by class of loans with average recorded investment and interest recognized for the six months ended June 30, 2019 and the year ended December 31, 2018, are set forth in the following table:

	Unpaid		Recorded		Recorded
	Contractual		Investment		Investment		Total				Average
	Principal		With No		With		Recorded		Related		Recorded		Interest
	Balance		Allowance		Allowance		Investment		Allowance		Investment		Recognized
June 30, 2019
Real estate:
Commercial	$	2,109,945	$	2,109,945	$	-	$	2,109,945	$	-	$	2,643,663	$	53,312
Residential		51,870		51,870		-		51,870		-		25,935		1,442
	$	2,161,815	$	2,161,815	$	-	$	2,161,815	$	-	$	2,669,598	$	54,754

December 31, 2018
Commercial real estate	$	3,867,381	$	3,177,381	$	-	$	3,177,381	$	-	$	4,180,282	$	120,193

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

4.	Loans (continued)

At June 30, 2019, the Company had one commercial real estate loan totaling $2,109,945 and one residential real estate loan totaling $51,870 that were classified as TDRs. All are included in impaired loans above. Each loan is paying as agreed. There have been no charge-offs or allowances associated with these two loans.

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

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

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

Pass/Watch

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

Special Mention

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

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

Substandard

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

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

4.	Loans (continued)

Doubtful

A doubtful loan has all the weaknesses inherent 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.

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

Above

Pass

Special

June 30, 2019

Excellent

average

Average

Acceptable

watch

mention

Substandard

Doubtful

Total

Real estate:

Commercial

3,293,941

95,754,466

106,162,538

23,068,185

9,015,786

237,294,916

Construction and land development

135,000

6,191,715

6,782,514

3,275,023

16,384,252

Residential

17,804

1,568,259

25,319,845

31,361,216

6,635,674

2,568,424

67,471,222

Commercial

198,810

65,206

10,431,303

8,220,594

2,853,884

21,769,797

Consumer

12,022

105,518

111,716

57,906

840

19,716

307,718

228,636

5,167,924

137,809,045

152,584,768

35,832,766

11,585,050

19,716

343,227,905

			Above						Pass		Special
December 31, 2018	Excellent		average		Average		Acceptable		watch		mention		Substandard		Doubtful		Total

Real estate:
Commercial	$	-	$	3,632,231	$	101,633,803	$	104,454,812	$	20,356,642	$	-	$	8,756,661	$	-	$	238,834,149
Construction and land development		-		-		8,190,212		7,871,642		2,203,651		-		-		-		18,265,505
Residential		35,926		1,178,899		26,856,131		30,169,305		2,093,825		-		2,690,020		-		63,024,106
Commercial		977,054		24,180		12,373,503		7,130,122		2,818,214		-		-		-		23,323,073
Consumer		3,668		80,670		266,704		63,160		-		-		1,340		78,467		494,009
	$	1,016,648	$	4,915,980	$	149,320,353	$	149,689,041	$	27,472,332	$	-	$	11,448,021	$	78,467	$	343,940,842

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

4.	Loans (Continued)

The following table details activity in the allowance for loan losses by portfolio for the six months ended June 30, 2019 and 2018, and the year ended December 31, 2018. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Allowance for loan losses

Outstanding loan

Provision

ending balance evaluated

balances evaluated

Beginning

for loan

Charge

Ending

for impairment:

June 30, 2019

balance

losses

offs

Recoveries

balance

Individually

Collectively

Individually

Collectively

Real estate:

Commercial

1,754,372

(17,650

)

17,799

1,754,521

2,109,945

235,184,971

Construction and land development

196,374

(26,548

)

6,826

176,652

16,384,252

Residential

401,626

51,910

453,536

51,870

67,419,352

Commercial

102,610

(10,999

)

4,166

95,777

21,769,797

Consumer

10,428

(7,134

)

3,294

307,718

Unallocated

43,924

23,421

67,345

2,509,334

13,000

28,791

2,551,125

2,161,815

341,066,090

													Allowance for loan losses				Outstanding loan
			Provision										ending balance evaluated				balances evaluated
	Beginning		for loan			Charge					Ending		for impairment:				for impairment:
June 30, 2018	balance		losses			offs			Recoveries		balance		Individually		Collectively		Individually		Collectively

Real estate:
Commercial	$	1,867,397	$	39,796		$	-		$	154,500	$	2,061,693	$	225,701	$	1,835,992	$	3,852,180	$	238,264,389
Construction and land development		223,274		34,898			(10,622	)		-		247,550		-		247,550		-		22,494,576
Residential		247,953		7,914			-			-		255,867		-		255,867		-		59,418,252
Commercial		87,353		(7,632	)		-			4,166		83,887		-		83,887		-		22,675,755
Consumer		7,027		(173	)		-			-		6,854		-		6,854		-		493,483
Unallocated		25,907		50,197			-			-		76,104		-		76,104		-		-
	$	2,458,911	$	125,000		$	(10,622	)	$	158,666	$	2,731,955	$	225,701	$	2,506,254	$	3,852,180	$	343,346,455

													Allowance for loan losses				Outstanding loan
			Provision										ending balance evaluated				balances evaluated
	Beginning		for loan			Charge					Ending		for impairment:				for impairment:
December 31, 2018	balance		losses			offs			Recoveries		balance		Individually		Collectively		Individually		Collectively

Real estate:
Commercial	$	1,867,397	$	372,315		$	(690,000	)	$	204,660	$	1,754,372	$	-	$	1,754,372	$	3,177,381	$	235,656,768
Construction and land development		223,274		(78,496	)		(12,115	)		63,711		196,374		-		196,374		-		18,265,505
Residential		247,953		153,673			-			-		401,626		-		401,626		-		63,024,106
Commercial		87,353		6,090			-			9,167		102,610		-		102,610		-		23,323,073
Consumer		7,027		3,401			-			-		10,428		-		10,428		-		494,009
Unallocated		25,907		18,017			-			-		43,924		-		43,924		-		-
	$	2,458,911	$	475,000		$	(702,115	)	$	277,538	$	2,509,334	$	-	$	2,509,334	$	3,177,381	$	340,763,461

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

5.	Lease Commitments

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

The following table shows operating lease right of use assets and operating lease liabilities as of June 30, 2019:

	Consolidated Balance
	Sheet classification	June 30, 2019
Operating lease right of use asset	Other assets	$	1,332,126
Operating lease liabilities	Other liabilities	$	1,478,562

Operating lease cost included in occupancy expense in the statement of income for the three and six months ended June 30, 2019 was $46,414 and $94,221, respectively.

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

Year	Amount

2019	$	69,391
2020		141,680
2021		146,120
2022		150,707
2023		155,447
Thereafter		911,769
Total lease payments		1,575,114
Less imputed interest		(96,552	)
Present value of operating lease liabilities	$	1,478,562

For operating leases as of June 30, 2019, the weighted average remaining lease term is 9.9 years and the weighted average discount rate is 3.36%. During the three and six months ended June 30, 2019, cash paid for amounts included in the measurement of lease liabilities was $37,224 and $73,948, respectively.

6.	Capital Standards

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

6.	Capital Standards (continued)

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, as of January 1, 2015, insured depository institutions are required to meet the following in order to qualify as “well capitalized”: (i) a common equity Tier 1 risk-based capital ratio of 6.5%; (ii) a Tier 1 risk-based capital ratio of 8%; (iii) a total risk-based capital ratio of 10%; and (iv) a Tier 1 leverage ratio of 5%.

The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and was phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019). The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have current applicability to the Bank. As of June 30, 2019, the Bank met all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.

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

The following table presents actual and required capital ratios as of June 30, 2019 and December 31, 2018, for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of June 30, 2019 and December 31, 2018 based on the phase-in provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules. Capital ratios of the Company are substantially the same as the Bank’s.

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

6.	Capital Standards (continued)

Minimum

Capital Adequacy

To Be Well

(Dollars in thousands)

Actual

Phase-In Schedule

Capitalized

June 30, 2019

Amount

Ratio

Amount

Ratio

Amount

Ratio

Total capital (to risk-weighted assets)

49,098

13.92

37,046

10.50

35,282

10.00

Tier 1 capital (to risk-weighted assets)

46,547

13.19

29,990

8.50

28,226

8.00

Common equity tier 1 (to risk- weighted assets)

46,547

13.19

24,697

7.00

22,933

6.50

Tier 1 leverage (to average assets)

46,547

10.76

17,307

4.00

21,633

5.00

						Minimum
						Capital Adequacy					To Be Well
(Dollars in thousands)	Actual					Phase-In Schedule					Capitalized
December 31, 2018	Amount		Ratio			Amount		Ratio			Amount		Ratio

Total capital (to risk-weighted assets)	$	47,857		13.50	%	$	34,996		9.88	%	$	35,439		10.00	%
Tier 1 capital (to risk-weighted assets)		45,348		12.80	%		27,908		7.88	%		28,351		8.00	%
Common equity tier 1 (to risk- weighted assets)		45,348		12.80	%		22,593		6.38	%		23,036		6.50	%
Tier 1 leverage (to average assets)		45,348		10.86	%		16,698		4.00	%		20,872		5.00	%

To be categorized as well capitalized, the Bank must maintain ratios as set forth in the table. As of June 30, 2019, the most recent notification from the FDIC has categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There have been no conditions or events since that notification that management believes have changed the Bank’s category.

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

7. Fair Value

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

The standards require the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. The standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

7. Fair Value (continued)

The fair value hierarchy is as follows:

●

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

●

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

●

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

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

●

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

●

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

●

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

7. Fair Value (continued)

The following table summarizes financial assets measured at fair value on a recurring and nonrecurring basis as of June 30, 2019 and December 31, 2018, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Carrying Value:

	Level 1		Level 2		Level 3		Total
June 30, 2019
Recurring
Available for sale securities
State and municipal	$	-	$	1,385,035	$	-	$	1,385,035
SBA pools		-		2,495,931		-		2,495,931
Mortgage-backed securities		-		32,217,478		-		32,217,478
	$	-	$	36,098,444	$	-	$	36,098,444

Equity security at fair value
Mutual fund	$	524,710	$	-	$	-	$	524,710

Nonrecurring
Impaired loans		-		-		2,161,815		2,161,815

December 31, 2018
Recurring
Available for sale securities
State and municipal	$	-	$	1,506,505	$	-	$	1,506,505
SBA pools		-		2,719,372		-		2,719,372
Mortgage-backed securities		-		22,366,114		-		22,366,114
	$	-	$	26,591,991	$	-	$	26,591,991

Equity security at fair value
Mutual fund	$	503,827	$	-	$	-	$	503,827

Nonrecurring
Other real estate owned	$	-	$	-	$	210,150	$	210,150
Impaired loans		-		-		3,177,381		3,177,381

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

7.	Fair Value (continued)

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

June 30, 2019

December 31, 2018

Carrying

Estimated

Carrying

Estimated

Amount

Fair Value

Amount

Fair Value

Financial assets

Level 2 inputs

Securities held to maturity

19,411,483

19,831,376

18,127,067

18,033,093

Mortgage loans held for sale

972,750

987,697

573,638

582,248

Federal Home Loan Bank stock

503,700

575,800

Level 3 inputs

Loans, net

340,171,316

339,362,905

340,900,635

337,385,842

Financial liabilities

Level 1 inputs

Noninterest-bearing deposits

61,009,944

62,717,520

Securities sold under repurchase agreements

8,789,585

11,012,000

Level 2 inputs

Interest-bearing deposits

311,165,456

308,365,456

291,995,483

281,761,483

Federal Home Loan Bank advances

3,000,000

2,994,000

3,000,000

2,971,000

The fair value of mortgage loans held for sale is determined by the expected sales price. Beginning in the first quarter 2019, the fair value of loans were determined using an exit price methodology as prescribed by ASU 2016-01, which became effective in the first quarter of 2019. The exit price estimation of fair value is based on the present value of the expected cash flows. The projected cash flows are based on the contractual terms of the loans, adjusted for prepayments and use of a discount rate based on the relative risk of the cash flows, taking into account the loan type, maturity of the loan, liquidity risk, servicing costs, and a required return on debt and capital (Level 3). In addition, an incremental liquidity discount is applied to certain loans, using historical sales of loans during periods of similar economic conditions as a benchmark.

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

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

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

8.	Earnings per Share

Basic earnings per share is determined by dividing net income available to stockholders by the weighted-average number of shares of common stock outstanding during the period and does not include the effect of any potentially dilutive common stock equivalents, giving retroactive effect to stock dividends declared during the period. Diluted earnings per share is determined in the same manner, except that the weighted-average number of shares of common stock outstanding is adjusted for the dilutive effect of outstanding common stock equivalents. The following table sets forth the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018. There were no common stock equivalents outstanding for the three and six months ended June 30, 2019 or 2018.

	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018

Net income	$	1,225,821	$	1,145,247	$	2,322,108	$	2,267,183

Weighted average shares outstanding		1,683,175		1,667,943		1,683,087		1,667,889

Earnings per share - basic and diluted	$	0.73	$	0.69	$	1.38	$	1.36

9.	Retirement Plans

The Company has a profit sharing plan qualifying under Section 401(k) of the Internal Revenue Code. All employees age 21 or more with six months of service are eligible for participation in the plan. The Company matches employee contributions up to 4% of total compensation and may make additional discretionary contributions. Employee and employer contributions are 100% vested when made. The Company’s contributions to this plan were $40,776 and $39,334 for the three months ended June 30, 2019 and 2018, respectively, and $102,593 and $87,988 for the six months ended June 30, 2019 and 2018, respectively.

The Company has entered into agreements with 12 employees to provide certain life insurance benefits payable in connection with policies of life insurance on those employees that are owned by the Company. Each of the agreements provides for the amount of death insurance benefits to be paid to beneficiaries of the insured. For this plan, the Company expensed $1,468 and $1,419 for the three months ended June 30, 2019 and 2018, respectively, and $2,936 and $2,837 for the six months ended June 30, 2019 and 2018, respectively.

The Company adopted supplemental executive retirement plans for three of its executives. The plans provide cash compensation to the executive officers under certain circumstances, including a separation of service. The benefits vest over the period from adoption to a specified age for each executive. The Company recorded expenses, including interest, of $30,600 and $60,000 for the three months ended June 30, 2019 and 2018, respectively, and $61,200 and $120,000 for the six months ended June 30, 2019 and 2018, respectively, for these plans.

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

10.	Subsequent Events

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

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, 2018. 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 (FCBI) that was formed on November 9, 2016 to better manage our risk programs, provide insurance efficiencies, and add operating income by both keeping insurance premiums paid with respect to such risks within our affiliated group of entities and realizing certain tax benefits that are unique to captive insurance companies. The Company’s investment in the Insurance Subsidiary represents one series of membership interests in FCBI. As a “series” limited liability company, FCBI is authorized by state law and its governing instruments to issue one or more series of membership interests, each of which, for all purposes under state law, is deemed to be a legal entity separate and apart from FCBI and its other series.

The Company maintains an Internet site at www.fmb1919.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, 2018, which were included in Item 8 of Part II of Farmers and Merchants Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018. On an on-going basis, management evaluates estimates, including those related to loan losses and intangible assets, other-than-temporary impairment (“OTTI”) of investment securities, income taxes, and fair value of investments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

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

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

Financial Condition

Total assets increased by $19,290,919 or 4.6% during the first half of 2019 to $436,448,796 at June 30, 2019 from $417,157,877 at December 31, 2018. The increase in total assets was due primarily to increases of $8,037,584 in cash and cash equivalents and $10,790,869 in debt securities.

Total liabilities increased $16,950,593 or 4.6% during the first half of 2019 to $388,713,763 at June 30, 2019 from $371,763,170 at December 31, 2018. The increase was due primarily to an increase of $17,462,397 in deposits and $1,441,999 in other liabilities offset by a reduction of $2,222,415 in securities sold under repurchase agreements.

Stockholders’ equity increased by $2,340,326 during the first half of 2019 to $47,735,033 at June 30, 2019 from $45,394,707 at December 31, 2018. The increase was due primarily to net income for the period of $2,322,108 and an increase of $613,304 in accumulated other comprehensive income, offset by dividends paid, net of reinvestments, of $503,639.

Loans

Major categories of loans at June 30, 2019 and December 31, 2018 are as follows:

	June 30,				December 31,
	2019				2018

Real estate:
Commercial	$	237,294,916	69	%	$	238,834,149	70	%
Construction/Land development		16,384,252	5	%		18,265,505	5	%
Residential		67,471,222	20	%		63,024,106	18	%
Commercial		21,769,797	6	%		23,323,073	7	%
Consumer		307,718	0	%		494,009	0	%
		343,227,905	100	%		343,940,842	100	%
Less: Allowance for loan losses		2,551,125				2,509,334
Deferred origination fees net of costs		505,464				530,873
	$	340,171,316			$	340,900,635

Loans decreased by $729,319 or 0.2% to $340,171,316 at June 30, 2019 from $340,900,635 at December 31, 2018. The decline was due primarily to a $1,539,233 decrease in commercial real estate loans, a $1,881,253 decrease in construction/land development loans, and a decrease in commercial loans of $1,553,276, offset by an increase in residential loans of $4,447,116. The allowance for loan losses increased $41,791 to $2,551,125 at June 30, 2019, compared to $2,509,334 at December 31, 2018.

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

An age analysis of past due loans, segregated by class of loans, as of June 30, 2019 and December 31, 2018, is as follows:

					90 Days								Past Due 90
	30 - 59 Days		60 - 89 Days		or more		Total				Total		Days or More
	Past Due		Past Due		Past Due		Past Due		Current		Loans		and Accruing
June 30, 2019
Real estate:
Commerical	$	-	$	-	$	-	$	-	$	237,294,916	$	237,294,916	$	-
Construction/Land development		-		-		-		-		16,384,252		16,384,252		-
Residential		56,067		205,139		-		261,206		67,210,016		67,471,222		-
Commercial		-		-		-		-		21,769,797		21,769,797		-
Consumer		-		-		-		-		307,718		307,718		-

Total	$	56,067	$	205,139	$	-	$	261,206	$	342,966,699	$	343,227,905	$	-

					90 Days								Past Due 90
	30 - 59 Days		60 - 89 Days		or more		Total				Total		Days or More
	Past Due		Past Due		Past Due		Past Due		Current		Loans		and Accruing
December 31, 2018
Real estate:
Commerical	$	-	$	-	$	988,811	$	988,811	$	237,845,338	$	238,834,149	$	-
Construction/Land development		-		-		-		-		18,265,505		18,265,505		-
Residential		-		-		10,507		10,507		63,013,599		63,024,106		10,507
Commercial		-		25,000		-		25,000		23,298,073		23,323,073		-
Consumer		-		-		-		-		494,009		494,009		-

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

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

Non-accrual loans as of June 30, 2019 and December 31, 2018, segregated by class of loans, were as follows:

	June 30,		December 31,
	2019		2018

Commercial real estate	$	-	$	988,811

At June 30, 2019, the Company had no nonaccrual loans.

At June 30, 2019, the Company had no loans that were delinquent 90 days or greater.

Impaired loans as of June 30, 2019 and December 31, 2018 are set forth in the following table:

	June 30,		December 31,
	2019		2018

Impaired loans with no valuation allowance	$	2,161,815	$	3,177,381
Impaired loans with a valuation allowance		-		-
Total impaired loans	$	2,161,815	$	3,177,381

At June 30, 2019, the Company had one commercial real estate loan totaling $2,109,945 and one residential real estate loan totaling $51,870 that were classified as TDRs. All are included in impaired loans above. Each loan is paying as agreed. There have been no charge-offs or allowances associated with these two loans.

	June 30,		December 31,
	2019		2018

Restructured loans (TDRs):
Performing as agreed	$	2,161,185	$	2,188,570
Not performing as agreed		-		-
Total TDRs	$	2,161,185	$	2,188,570

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

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

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

The following table details activity in the allowance for loan losses by portfolio for the six months ended June 30, 2019 and 2018, and for the year ended December 31, 2018. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

												Allowance for loan losses				Outstanding loan
			Provision									ending balance evaluated				balances evaluated
	Beginning		for loan			Charge				Ending		for impairment:				for impairment:
June 30, 2019	balance		losses			offs		Recoveries		balance		Individually		Collectively		Individually		Collectively

Real estate:
Commercial	$	1,754,372	$	(17,650	)	$	-	$	17,799	$	1,754,521	$	-	$	1,754,521	$	2,109,945	$	235,184,971
Construction and land development		196,374		(26,548	)		-		6,826		176,652		-		176,652		-		16,384,252
Residential		401,626		51,910			-		-		453,536		-		453,536		51,870		67,419,352
Commercial		102,610		(10,999	)		-		4,166		95,777		-		95,777		-		21,769,797
Consumer		10,428		(7,134	)		-		-		3,294		-		3,294		-		307,718
Unallocated		43,924		23,421			-		-		67,345		-		67,345		-		-
	$	2,509,334	$	13,000		$	-	$	28,791	$	2,551,125	$	-	$	2,551,125	$	2,161,815	$	341,066,090

													Allowance for loan losses				Outstanding loan
			Provision										ending balance evaluated				balances evaluated
	Beginning		for loan			Charge					Ending		for impairment:				for impairment:
June 30, 2018	balance		losses			offs			Recoveries		balance		Individually		Collectively		Individually		Collectively

Real estate:
Commercial	$	1,867,397	$	39,796		$	-		$	154,500	$	2,061,693	$	225,701	$	1,835,992	$	3,852,180	$	238,264,389
Construction and land development		223,274		34,898			(10,622	)		-		247,550		-		247,550		-		22,494,576
Residential		247,953		7,914			-			-		255,867		-		255,867		-		59,418,252
Commercial		87,353		(7,632	)		-			4,166		83,887		-		83,887		-		22,675,755
Consumer		7,027		(173	)		-			-		6,854		-		6,854		-		493,483
Unallocated		25,907		50,197			-			-		76,104		-		76,104		-		-
	$	2,458,911	$	125,000		$	(10,622	)	$	158,666	$	2,731,955	$	225,701	$	2,506,254	$	3,852,180	$	343,346,455

													Allowance for loan losses				Outstanding loan
			Provision										ending balance evaluated				balances evaluated
	Beginning		for loan			Charge					Ending		for impairment:				for impairment:
December 31, 2018	balance		losses			offs			Recoveries		balance		Individually		Collectively		Individually		Collectively

Real estate:
Commercial	$	1,867,397	$	372,315		$	(690,000	)	$	204,660	$	1,754,372	$	-	$	1,754,372	$	3,177,381	$	235,656,768
Construction and land development		223,274		(78,496	)		(12,115	)		63,711		196,374		-		196,374		-		18,265,505
Residential		247,953		153,673			-			-		401,626		-		401,626		-		63,024,106
Commercial		87,353		6,090			-			9,167		102,610		-		102,610		-		23,323,073
Consumer		7,027		3,401			-			-		10,428		-		10,428		-		494,009
Unallocated		25,907		18,017			-			-		43,924		-		43,924		-		-
	$	2,458,911	$	475,000		$	(702,115	)	$	277,538	$	2,509,334	$	-	$	2,509,334	$	3,177,381	$	340,763,461

The provision for loan losses was $13,000 for the six months ended June 30, 2019 and $125,000 for the six months ended June 30, 2018.

During the six months ended June 30, 2019, the Company had no loan charge-offs and had recoveries of $28,791 from loans written off in prior periods. During the six months ended June 30, 2018, the Company had loan charge-offs of $10,622 and had recoveries of $158,666 from loans written off in prior periods.

As of June 30, 2019, the Company had $9,423,236 of loans on a watch list, other than impaired loans, for which the borrowers have the potential for experiencing financial difficulties. As of December 31, 2018, the Company had $7,079,718 of such loans. These loans are subject to ongoing management attention and their classifications are reviewed regularly.

Investment Securities

Investments in debt securities increased by $10,790,869 or 24.1% to $55,509,927 at June 30, 2019 from $44,719,058 at December 31, 2018. At June 30, 2019 and December 31, 2018, the Company had classified 65% and 59%, respectively, of the investment portfolio as available for sale. 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 management has both the positive intent and ability to hold to maturity, are reported at amortized cost. Effective January 1, 2018, the Company began recording unrealized gains and losses on equity securities in earnings. The Company does not currently follow a strategy of making security purchases with a view to near-term sales, and, therefore, does not own trading securities. The Company manages the investment portfolio within policies that seek to achieve desired levels of liquidity, manage interest rate sensitivity, meet earnings objectives, and provide required collateral for deposit and borrowing activities.

The following table sets forth the carrying value of investments in debt securities at June 30, 2019 and December 31, 2018:

	June 30,		December 31,
	2019		2018
Available for sale
State and municipal	$	1,385,035	$	1,506,505
SBA pools		2,495,931		2,719,372
Mortgage-backed securities		32,217,478		22,366,114
	$	36,098,444	$	26,591,991

Held to maturity
State and municipal	$	19,411,483	$	18,127,067

The following table sets forth the scheduled maturities of investments in debt securities at June 30, 2019:

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Within 1 year	$	-	$	-	$	501,088	$	501,885
Over 1 to 5 years		259,374		259,428		588,860		595,799
Over 5 to 10 years		1,120,113		1,125,607		2,947,579		3,020,446
Over 10 years		-		-		15,373,956		15,713,246
		1,379,487		1,385,035		19,411,483		19,831,376
SBA Pools		2,544,930		2,495,931		-		-
Mortgage-backed securities		32,111,936		32,217,478		-		-
	$	36,036,353	$	36,098,444	$	19,411,483	$	19,831,376

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

Other Real Estate Owned

Other real estate owned at June 30, 2019 was $0. The Company was required by regulation to write down the one property to $0. The property is under contract to be sold by the end of 2019.

Other real estate owned at December 31, 2018 included one property with a carrying value of $210,150. The property is land in Cecil County, Maryland and was acquired through foreclosure in 2007.

Deposits

Total deposits increased by $17,462,397 or 4.9% during the first half of 2019 to $372,175,400 at June 30, 2019 from $354,713,003 at December 31, 2018. The increase in deposits was due to a $3,771,272 increase in savings accounts, a $72,980 increase in money market accounts and a $16,328,145 increase in time deposits, offset by a $1,002,424 decrease in interest bearing checking accounts and a $1,707,576 decrease in noninterest-bearing accounts.

The following table shows the average balances and average costs of deposits for the six months ended June 30, 2019 and 2018:

	June 30, 2019					June 30, 2018
	Average					Average
	Balance		Cost			Balance		Cost

Noninterest bearing demand deposits	$	59,112,886		0.00	%	$	61,541,369		0.00	%
Interest bearing demand deposits		54,424,704		0.32	%		44,916,486		0.14	%
Savings and money market deposits		101,329,102		0.32	%		96,296,850		0.22	%
Time deposits		147,036,558		1.92	%		126,954,931		1.26	%
	$	361,903,250		0.92	%	$	329,709,636		0.57	%

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 $50.5 million under a secured line of credit with the FHLB. The Bank also has a facility with the Federal Reserve Bank of Richmond (the “Reserve Bank”) under which the Bank can borrow approximately $26.6 million. Finally, the Bank has an $18,500,000 ($9,500,000 unsecured and $9,000,000 secured) overnight federal funds line of credit available from two commercial banks. FHLB advances of $3,000,000 were outstanding as of June 30, 2019 and December 31, 2018. There were no borrowings from the Reserve Bank or our commercial bank lenders at June 30, 2019 and December 31, 2018. Management believes that we have adequate liquidity sources to meet all anticipated liquidity needs over the next 12 months. Management knows of no trend or event which is likely to have a material impact on our ability to maintain liquidity at satisfactory levels.

Borrowings and Other Contractual Obligations

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

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

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

	June 30,			December 31,
	2019			2018
Amount oustanding at period-end:
Securities sold under repurchase agreements	$	8,789,585		$	11,012,000
Federal Home Loan Bank advances mature in 2019		3,000,000			3,000,000
Weighted average rate paid at period-end:
Securites sold under repurchase agreements		1.39	%		1.07	%
Federal Home Loan Bank advances		1.50	%		1.50	%

Capital Resources and Adequacy

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

Additional information regarding the capital requirements that apply to us can be found in Item 1 of Part I of Farmers and Merchants Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 under the heading, “Supervision and Regulation – Capital Requirements”.

The following table presents actual and required capital ratios as of June 30, 2019 and December 31, 2018 for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of June 30, 2019 and December 31, 2018, based on the phase-in provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

						Minimum
						Capital Adequacy					To Be Well
(Dollars in thousands)	Actual					Phased In Schedule					Capitalized
June 30, 2019	Amount		Ratio			Amount		Ratio			Amount		Ratio

Total capital (to risk-weighted assets)	$	49,098		13.92	%	$	37,046		10.50	%	$	35,282		10.00	%
Tier 1 capital (to risk-weighted assets)		46,547		13.19	%		29,990		8.50	%		28,226		8.00	%
Common equity tier 1 (to risk- weighted assets)		46,547		13.19	%		24,697		7.00	%		22,933		6.50	%
Tier 1 leverage (to average assets)		46,547		10.76	%		17,307		4.00	%		21,633		5.00	%

December 31, 2018

Total capital (to risk-weighted assets)	$	47,857		13.50	%	$	34,996		9.88	%	$	35,439		10.00	%
Tier 1 capital (to risk-weighted assets)		45,348		12.80	%		27,908		7.88	%		28,351		8.00	%
Common equity tier 1 (to risk- weighted assets)		45,348		12.80	%		22,593		6.38	%		23,036		6.50	%
Tier 1 leverage (to average assets)		45,348		10.86	%		16,698		4.00	%		20,872		5.00	%

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

Off-Balance Sheet Arrangements

In the normal course of business, the Bank makes commitments to extend credit and issues standby letters of credit. Outstanding loan commitments, unused lines of credit, and letters of credit as of June 30, 2019 and December 31, 2018 are as follows:

	June 30,		December 31,
	2019		2018

Loan commitments
Construction and land development	$	1,040,975	$	6,800,240
Commercial		6,626,195		1,143,217
Commercial real estate		4,283,049		2,853,913
Residential		2,290,400		1,557,500
	$	14,240,619	$	12,354,870

Unused lines of credit
Home-equity lines	$	3,976,519	$	3,594,847
Commercial lines		23,957,768		23,389,326
	$	27,934,287	$	26,984,173

Letters of credit	$	2,104,155	$	1,905,553

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

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 Six Months Ended June 30, 2019 and 2018

General

Net income for the six months ended June 30, 2019 was $2,322,108, compared to $2,267,183 for the same period of 2018. The increase of $54,925 or 2.4% was due to an $84,018 increase in noninterest income, a $112,000 decrease in the loan loss provision, and a $31,052 decrease in income taxes, offset by a $65,833 decrease in net interest income and a $106,312 increase in noninterest expense.

Net Interest Income

Net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings, was $7,460,745 for the six months ended June 30, 2019, compared to $7,526,578 for the same period of 2018.

Total interest income for the six months ended June 30, 2019 was $9,206,992, compared to $8,643,252 for the same period of 2018, an increase of $563,740 or 6.5%.

Total interest income on loans for the six months ended June 30, 2019 increased by $350,182 when compared to the same period of 2018 due to a $1.5 million higher average loan balance for the first six months of 2019 when compared to the same period of 2018 and a higher loan yield of 4.86% for the first six months of 2019 versus 4.68% for the same period of 2018. Investment income for the first six months of 2019 increased by $87,901 or 14.9% when compared to the same period of 2018 due to a $3.3 million higher average investment balance and an increase in fully-taxable equivalent yield to 3.10% for six months ended June 30, 2019, compared to 2.94% for the same period of 2018. The fully-taxable equivalent yield on total interest-earning assets increased 12 basis points to 4.56% for the six months ended June 30, 2019, compared to 4.44% for the same period of 2018. The average balance of total interest-earning assets increased by $14.9 million to $407.9 million for the six months ended June 30, 2019, compared to $393.0 million for the same period of 2018.

Total interest expense for the six months ended June 30, 2019 was $1,746,247, compared to $1,116,674 for the same period of 2018, an increase of $629,573, or 56.4%. The increase was due to a higher overall cost of funds of 1.11% for the six months ended June 30, 2019, compared to 0.74% for the same period of 2018, and a $12.6 million increase in the average balance of interest-bearing liabilities to $315.3 million in the first six months of 2019, compared to $302.7 million in the same period of 2018. Cost of funds for time deposits increased to 1.92% for the six months ended June 30, 2019 from 1.26% for the same period of 2018. Securities sold under repurchase agreements cost of funds increased to 1.22% for the first six months of 2018 from 0.69% for the first six months of 2018. FHLB advances and other borrowings cost of funds increased to 1.70% for the first six months of 2019 from 1.50% for the first six months of 2018.

Average noninterest-earning assets increased by $0.4 million to $16.9 million in the first six months of 2019, compared to $16.5 million in the same period of 2018. Average noninterest-bearing deposits decreased by $2.4 million to $59.1 million during the first six months of 2019, compared to $61.5 million in the same period of 2018. The average balance in stockholders’ equity increased by $3.9 million for the six months ended June 30, 2019, when compared with the same period of 2018.

The FRB has raised rates nine times in the last 45 months. The cost of deposits and borrowings has increased significantly over that time. However, the yields on loans and investments have increased only slightly. At this time, management believes that the FRB’s next move will be to cut rates, but no assurance can be given that this will be the case. Management will closely monitor its asset-liability position so that it can respond to any future changes in interest rates and/or changes to the Bank’s interest rate spread.

The following table sets forth information regarding the average balances of interest-earning assets and interest-bearing liabilities, the amount of interest income and interest expense and the resulting yields on average interest-earning assets and rates paid on average interest-bearing liabilities for the six-month periods ended June 30, 2019 and 2018. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.

	Six Months Ended June 30, 2019							Six Months Ended June 30, 2018
	Average							Average
	Balance		Interest		Yield			Balance		Interest		Yield
Assets:
Loans	$	342,577,230	$	8,332,321		4.86	%	$	341,034,018	$	7,982,139		4.68	%
Securities, taxable		31,125,759		400,257		2.57	%		27,640,502		308,009		2.23	%
Securities, tax exempt		17,527,615		353,545		4.03	%		17,700,079		358,563		4.05	%
Federal funds sold and other interest-earning assets		16,667,252		204,645		2.46	%		6,665,463		75,202		2.26	%
Total interest-earning assets		407,897,856		9,290,768		4.56	%		393,040,062		8,723,913		4.44	%
Noninterest-earning assets		16,889,429							16,523,171
Total assets	$	424,787,285						$	409,563,233

Liabilities and Stockholders’ Equity:
NOW, savings, and money market	$	155,753,806		246,014		0.32	%	$	141,213,336		137,403		0.19	%
Certificates of deposit		147,036,558		1,414,763		1.92	%		126,954,931		800,923		1.26	%
Securities sold under repurchase agreements		8,809,262		53,722		1.22	%		20,026,582		69,401		0.69	%
FHLB advances and other borrowings		3,724,862		31,748		1.70	%		14,493,923		108,947		1.50	%
Total interest-bearing liabilities		315,324,488		1,746,247		1.11	%		302,688,772		1,116,674		0.74	%

Noninterest-bearing deposits		59,112,886							61,541,369
Noninterest-bearing liabilities		3,533,292							2,455,963
Total liabilities		377,970,666							366,686,104
Stockholders' equity		46,816,619							42,877,129
Total liabilities and stockholders' equity	$	424,787,285						$	409,563,233

Net interest income			$	7,544,521						$	7,607,239

Interest rate spread						3.45	%						3.70	%

Net yield on interest-earning assets						3.70	%						3.87	%

Ratio of average interest-earning assets to Average interest-bearing liabilities						129.36	%						129.85	%

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

Noninterest Income

Noninterest income for the six months ended June 30, 2019 was $715,629, compared to $631,611 for the same period of 2018, an increase of $84,018 or 13.3%. The increase was primarily a result of a $79,027 higher gain on the sale of SBA loans and $202,004 higher bank owned life insurance income due to proceeds received from a policy, offset by a $210,150 write-down of other real estate owned required by regulation.

Noninterest Expense

Noninterest expenses for the six months ended June 30, 2019 totaled $5,364,482 compared to $5,258,170 for the same period of 2018, an increase of $106,312 or 2.0%. The increase was due primarily to increases in salaries and benefits of $93,665.

Income Tax Expense

Income tax expense for the six months ended June 30, 2019 was $476,874, compared to $507,836 for the same period of 2018. The effective tax rate was 17.0% for the six months ended June 30, 2019, compared to 18.3% for the same period of 2018. The decreases in both income tax expense and the effective tax rate were due to a high percentage of tax exempt revenue for the six months ended June 30, 2019 when compared to the same period in 2018.

Comparison of Operating Results for the Three Months Ended June 30, 2019 and 2018

Net income for the three months ended June 30, 2019 was $1,225,821, compared to $1,145,247 for the same period of 2018. The increase of $80,574 or 7.0% was due to a $75,000 decrease in the provision for loan losses, a $32,737 increase in noninterest income, a $19,684 decrease in noninterest expense, and a $23,154 decrease in income taxes, offset by a $70,001 decrease in net interest income.

Net Interest Income

Net interest income was $3,734,592 for the three months ended June 30, 2019, compared to $3,804,593 for the same period of 2018.

Total interest income for the three months ended June 30, 2019 was $4,659,456, compared to $4,385,506 for the same period of 2018, an increase of $273,950 or 6.3%.

Total interest income on loans for the three months ended June 30, 2019 increased by $123,251 when compared to the same period of 2018 due to a higher loan yield of 4.89% for the three months ended June 30, 2019 versus 4.70% for the same period of 2018, offset by a $3.9 million lower average loan balance for the three months ended June 30, 2019 when compared to the same period of 2018. Investment income for the three months ended June 30, 2019 increased by $72,600 or 24.8% when compared to the same period of 2018 due to a $7.6 million higher average investment balance and an increase in fully-taxable equivalent yield to 3.07% for three months ended June 30, 2019, compared to 2.97% for the same period of 2018. The fully-taxable equivalent yield on total interest-earning assets was 4.55% for the three months ended June 30, 2019 compared to 4.45% for the same period in 2018. The average balance of total interest-earning assets increased by $16.4 million to $414.1 million for the three months ended June 30, 2019, compared to $397.7 million for the same period of 2018.

Total interest expense for the three months ended June 30, 2019 was $924,864, compared to $580,913 for the same period of 2018, an increase of $343,951 or 59.2%. The increase was due to a higher overall cost of funds of 1.16% for the three months ended June 30, 2019, compared to 0.76% for the same period of 2018, and a $15.0 million increase in the average balance of interest-bearing liabilities to $320.0 million for the three months ended June 30, 2019, compared to $305.0 million in the same period of 2018. Cost of funds for time deposits increased to 2.01% for the three months ended June 30, 2019 from 1.32% for the same period of 2018. Securities sold under repurchase agreements cost of funds increased to 1.30% for the three months ended June 30, 2019 from 0.72% for the same period of 2018.

Average noninterest-earning assets increased by $2.4 million to $17.8 million for the three months ended June 30, 2019, compared to $15.4 million in the same period of 2018. Average noninterest-bearing deposits decreased by $2.1 million to $60.1 million during the three months ended June 30, 2019, compared to $62.2 million in the same period of 2018. The average balance in stockholders’ equity increased by $4.1 million for the three months ended June 30, 2019 when compared with the same period of 2018.

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 June 30, 2019 and 2018. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.

	Three Months Ended June 30, 2019							Three Months Ended June 30, 2018
	Average							Average
	Balance		Interest		Yield			Balance		Interest		Yield
Assets:
Loans	$	340,980,519	$	4,172,235		4.89	%	$	344,844,889	$	4,048,984		4.70	%
Securities, taxable		34,539,984		223,841		2.59	%		26,968,356		151,576		2.25	%
Securities, tax exempt		17,764,788		178,155		4.01	%		17,702,843		180,068		4.07	%
Federal funds sold and other interest-earning assets		20,789,593		127,673		2.46	%		8,178,822		46,685		2.28	%
Total interest-earning assets		414,074,884		4,701,904		4.55	%		397,694,910		4,427,313		4.45	%
Noninterest-earning assets		17,838,442							15,381,884
Total assets	$	431,913,326						$	413,076,794

Liabilities and Stockholders’ Equity:
NOW, savings, and money market	$	157,687,814		127,566		0.32	%	$	143,245,471		70,200		0.20	%
Certificates of deposit		150,529,889		757,680		2.01	%		130,577,083		429,716		1.32	%
Securities sold under repurchase agreements		8,773,073		28,423		1.30	%		19,453,450		35,012		0.72	%
FHLB advances and other borrowings		3,000,000		11,195		1.49	%		11,769,231		45,985		1.56	%
Total interest-bearing liabilities		319,990,776		924,864		1.16	%		305,045,235		580,913		0.76	%

Noninterest-bearing deposits		60,106,687							62,212,060
Noninterest-bearing liabilities		4,407,313							2,487,567
Total liabilities		384,504,776							369,744,862
Stockholders' equity		47,408,550							43,331,932
Total liabilities and stockholders' equity	$	431,913,326						$	413,076,794

Net interest income			$	3,777,040						$	3,846,400

Interest rate spread						3.39	%						3.69	%

Net yield on interest-earning assets						3.65	%						3.87	%

Ratio of average interest-earning assets to Average interest-bearing liabilities						129.40	%						130.37	%

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

Noninterest Income

Noninterest income for the three months ended June 30, 2019 was $323,233, compared to $290,496 for the same period of 2018, an increase of $32,737 or 11.3%. The increase was primarily a result of a $201,523 increase in bank owned life insurance income during the 2019 period due to proceeds received from a policy, an increase in mortgage banking revenue of $12,411, and a $19,350 increase in the unrealized gain on equity securities, offset by a $210,150 write-down of other real estate owned required by regulation.

Noninterest Expense

Noninterest expenses for the three months ended June 30, 2019 totaled $2,609,196, compared to $2,628,880 for the same period of 2018, a decrease of $19,684 or 0.8%. The decrease was due primarily to decreases in other expenses of $47,494, occupancy expenses of $8,072 and employee benefits of $8,423, offset by an increase in salaries of $44,305.

Income Tax Expense

Income tax expense for the three months ended June 30, 2019 was $222,808, compared to $245,962 for the same period of 2018. The effective tax rate was 15.4% for the three months ended June 30, 2019, compared to 17.7% for the same period of 2018. The decreases in both income tax expense and the effective tax rate were due to a higher percentage of tax exempt revenue for the three months ended June 30, 2019 when compared to the same period in 2018.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the periods specified in those rules and forms, and that such information is accumulated and communicated to our management, including Farmers and Merchants Bancshares, Inc.’s principal executive officer (“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 June 30, 2019 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 June 30, 2019, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

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

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

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

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

Exhibit

Description

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

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

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

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

SIGNATURES

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

FARMERS AND MERCHANTS BANCSHARES, INC.


Date: August 8, 2019		/s/ James R. Bosley, Jr.
		James R. Bosley, Jr.
		President and Chief Executive Officer
		(Principal Executive Officer)


Date August 8, 2019		/s/ Mark C. Krebs
		Mark C. Krebs
		Mark C. Krebs, Treasurer and Chief Financial Officer
		(Principal Financial Officer & Principal Accounting Officer)