10-Q: Farmers & Merchants Bancshares Reports Strong Q3 Earnings

Sentiment:

Quarterly Report


Farmers and Merchants Bancshares reported a significant increase in net income and EPS for Q3 and the first nine months of 2025, driven by robust loan growth and improved net interest margin.

Capital raiseOn September 25, 2025, the Company issued and sold $12.5 million in aggregate principal amount of its 7.875% Fixed to Floating Rate Subordinated Notes due September 25, 2035.A portion of the net proceeds, approximately $10.1 million, was used to repay the outstanding balance of the Merger Loan.The remaining proceeds are intended to qualify as Tier 2 capital for regulatory purposes.
Better than expectedNet income for the nine months ended September 30, 2025, increased by 18.9% year-over-year.Basic earnings per common share increased by 17.4% year-over-year.Net interest income grew by 15.9%, and the net yield on interest-earning assets improved by 31 basis points.Loan growth of 6.8% was strong, driven by new lending staff and stabilizing interest rates.Nonaccrual loans decreased to zero, indicating an improvement in the most severely delinquent loans.

Summary

  • Net income for the nine months ended September 30, 2025, increased by 18.9% to $4.069 million, up from $3.421 million in the same period of 2024.
  • Basic earnings per common share rose to $1.28 for the nine months ended September 30, 2025, compared to $1.09 for the prior year period.
  • Total assets grew by 3.0% to $869.6 million at September 30, 2025, from $844.6 million at December 31, 2024.
  • Net loans increased by $39.5 million, or 6.8%, to $622.5 million at September 30, 2025, primarily in commercial real estate and construction loans.
  • Total deposits decreased by 3.3% to $734.1 million, mainly due to a $61.8 million decrease in brokered CDs, partially offset by increases in other deposit categories.
  • Net interest income for the nine months increased by 15.9% to $17.839 million, with the net yield on interest-earning assets rising to 2.98% from 2.67%.
  • Provision for credit losses increased to $595 thousand for the nine months ended September 30, 2025, compared to $0 in the prior year period.
  • Watch list loans significantly increased to $35.9 million at September 30, 2025, from $8.1 million at December 31, 2024.
  • The company issued $12.5 million in 7.875% Fixed to Floating Rate Subordinated Notes due September 25, 2035, using a portion of the proceeds to repay the $10.1 million Merger Loan.

Sentiment

Score: 6

Explanation: The company demonstrated strong earnings growth and improved net interest margin, coupled with healthy loan expansion. However, these positives are tempered by a notable increase in watch list loans and Other Real Estate Owned, indicating potential credit quality deterioration. The decline in deposits, necessitating increased FHLB advances, also presents a funding challenge. The capital raise provides stability but at a significant interest cost.

Positives

  • Net income for the nine months ended September 30, 2025, increased by 18.9% to $4.069 million.
  • Basic earnings per common share increased by 17.4% to $1.28 for the nine months ended September 30, 2025.
  • Net interest income for the nine months increased by 15.9% to $17.839 million.
  • Net yield on interest-earning assets improved by 31 basis points to 2.98% for the nine months.
  • Loan portfolio grew by 6.8% to $622.5 million, attributed to new lending staff and stabilizing interest rates.
  • Nonaccrual loans decreased to $0 at September 30, 2025, from $2.440 million at December 31, 2024.
  • Stockholders' equity increased by 12.3% to $63.2 million.
  • The Bank is categorized as 'well capitalized' under regulatory frameworks.
  • Overall cost of funds on interest-bearing deposits and borrowings remained stable at 2.70% for the nine months ended September 30, 2025, compared to 2.71% in the prior year.

Negatives

  • Total deposits decreased by 3.3% or $24.7 million, primarily due to a $61.8 million decrease in brokered CDs.
  • Watch list loans increased significantly to $35.9 million at September 30, 2025, from $8.1 million at December 31, 2024, indicating potential future credit quality concerns.
  • Provision for credit losses increased to $595 thousand for the nine months ended September 30, 2025, from $0 in the prior year period.
  • Other Real Estate Owned (OREO) increased to $2.775 million at September 30, 2025, from $1.176 million at December 31, 2024, with two loans foreclosed in 2025.
  • Investment income decreased by $1.6 million, or 29.8%, for the nine months ended September 30, 2025.
  • Noninterest expense increased by 10.8% to $13.637 million for the nine months, driven by higher salaries, benefits, and FDIC premiums.
  • Cash and cash equivalents decreased by $12.5 million for the nine months ended September 30, 2025.
  • Federal Home Loan Bank (FHLB) advances increased substantially to $50.2 million at September 30, 2025, from $5.0 million at December 31, 2024, to replace brokered CDs.

Risks

  • General economic, market, or business conditions could adversely affect financial performance.
  • Changes in interest rates, deposit flow, the cost of funds, and demand for loan products and financial services pose risks.
  • Changes in the company's competitive position or competitive actions by other companies could impact profitability.
  • Changes in the quality or composition of the loan and investment portfolios, as evidenced by the significant increase in watch list loans, could lead to higher credit losses.
  • The ability to manage growth effectively, particularly with increased loan originations, presents operational and credit risks.
  • Changes in laws or regulations or policies of federal and state regulators and agencies could affect operations and capital requirements.
  • The increase in Other Real Estate Owned (OREO) indicates potential challenges in asset recovery and could incur additional expenses.
  • The company is exposed to market risk through its investment portfolio and interest rate sensitivity, though it uses interest rate swaps to manage this.

Future Outlook

Management anticipates continued loan growth, driven by new lending staff and stabilizing interest rates. The company expects to maintain adequate liquidity sources to meet anticipated needs over the next 12 months. The newly issued subordinated notes are intended to qualify as Tier 2 capital, supporting future capital adequacy. The company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

Management Comments

  • The growth in loans was due to the addition of new lending staff during the last 18 months and stabilizing interest rates.
  • The decreases in brokered CDs were due to calls and maturities that were strategically replaced with lower cost FHLB advances and other lower cost brokered CDs.
  • Management believes that the $4.3 million reserve at September 30, 2025, is adequate to cover the expected losses in the loan portfolio.
  • The reserve for held-to-maturity securities can vary from quarter to quarter due to the unrated portion of the bond portfolio where the projected life is the most significant factor in determining the reserve.
  • 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.
  • Management is not aware of any accounting loss that is likely to be incurred as a result of funding its credit commitments.
  • Management does not believe that any material changes in our critical accounting policies have occurred since December 31, 2024.
  • Management does not believe that any material changes in our risk factors have occurred since they were last disclosed.

Industry Context

The company's performance reflects a mixed environment for regional banks. Strong loan growth and improved net interest margins suggest effective asset deployment in a period of stabilizing interest rates. However, the decline in deposits, particularly brokered CDs, and the significant increase in watch list loans and OREO, indicate that the banking sector continues to face challenges related to funding costs and credit quality, especially in commercial real estate. The strategic use of FHLB advances to manage liquidity and the capital raise through subordinated debt are common industry responses to these pressures.

Comparison to Industry Standards

  • The filing does not provide specific comparable companies, projects, or results to assess against global benchmarks or industry standards.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
New Accounting Standard AdoptionThe company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective January 1, 2025. This requires additional disclosures regarding income tax rate reconciliation and taxes paid.2025-01-01Management does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

Stakeholder Impact

  • Shareholders: Positive impact from increased net income and EPS, and a higher dividend payment ($.34 per share in Q3 2025 vs. $.33 in Q3 2024). However, the increase in watch list loans and OREO could be a concern for future asset quality.
  • Employees: Increased salaries and benefits due to higher staffing levels, and ongoing stock-based compensation under the Equity Plan.
  • Customers (Borrowers): Loan growth indicates continued access to credit, but increased watch list loans suggest some borrowers are experiencing financial difficulties.
  • Customers (Depositors): Overall decrease in deposits, particularly brokered CDs, but increases in demand, money market, and ICS accounts suggest a shift in deposit mix.
  • Creditors: The issuance of subordinated notes strengthens the company's capital base, providing additional security, though the notes are subordinated to senior indebtedness.

Next Steps

  • The remaining one-third of Restricted Stock Units (RSUs) granted in 2023 will vest on September 22, 2026.
  • The company will continue to monitor and manage its watch list loans and OREO properties for sale.
  • The company will make semi-annual interest payments on the Subordinated Notes until September 26, 2030, after which payments will become quarterly at a floating rate.
  • The company will continue to manage its liquidity position, including the use of FHLB advances and other funding sources.

Key Dates

DateDescription
2016-11-01Reorganization consummated, Farmers and Merchants Bank became a wholly-owned subsidiary of Farmers and Merchants Bancshares, Inc.
2016-11-08Farmers and Merchants Bancshares, Inc. incorporated.
2016-11-09First Community Bankers Insurance Co., LLC (FCBI) formed.
2020-09-30Company borrowed $17.0 million from First Horizon Bank (Merger Loan).
2020-10-01Acquisition of Carroll Bancorp, Inc. and Carroll Community Bank (Merger) completed.
2021-10-01End of interest-only payment period for the Merger Loan.
2023-11-22Board of Directors approved the Farmers and Merchants Bancshares, Inc. 2023 Equity Compensation Plan.
2024-01-01ASU 2023-09, Improvements to Income Tax Disclosures, became effective for the Company.
2024-09-22One-third of Restricted Stock Units (RSUs) granted in 2023 vested.
2025-09-22One-third of Restricted Stock Units (RSUs) granted in 2023 vested.
2025-09-25Company issued and sold $12.5 million in 7.875% Fixed to Floating Rate Subordinated Notes due September 25, 2035.
2025-09-30Merger Loan fully repaid using proceeds from Subordinated Notes.
2025-11-13Number of shares outstanding reported as 3,202,935.
2026-03-26First semi-annual interest payment date for the Subordinated Notes.
2026-09-22Remaining one-third of Restricted Stock Units (RSUs) granted in 2023 will vest.
2026-12-15Effective date for ASU 2024-03 for annual reporting periods beginning after this date.
2027-12-15Effective date for ASU 2024-03 for interim periods within annual reporting periods beginning after this date.
2030-09-26Fixed interest rate period ends for Subordinated Notes, floating interest rate begins, and quarterly interest payments commence.
2035-09-25Maturity date for the 7.875% Fixed to Floating Rate Subordinated Notes.

Recommendation

hold

While Farmers and Merchants Bancshares demonstrated strong earnings growth and an improved net interest margin, driven by robust loan expansion, several factors warrant a 'hold' recommendation. The significant increase in watch list loans and Other Real Estate Owned, coupled with a rise in the provision for credit losses, signals potential deterioration in asset quality that could impact future profitability. The decline in overall deposits, necessitating a substantial increase in Federal Home Loan Bank advances, highlights funding challenges. The recent capital raise through subordinated debt provides capital support but comes with a higher cost of funds. Investors should monitor credit quality trends and deposit stability closely before considering further investment.

Keywords

Community Banking, Financial Services, Loan Growth, Net Interest Income, Credit Quality, Deposits, Capital Raise, Subordinated Debt, SEC Filing, 10-Q

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.