First Farmers and Merchants : FFMH - 2021

FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARIES

2021 FINANCIAL REPORTS

FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS
	Page Number
INDEPENDENT AUDITORS' REPORT	1
CONSOLIDATED BALANCE SHEETS	3
CONSOLIDATED STATEMENTS OF INCOME	4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY	6
CONSOLIDATED STATEMENTS OF CASH FLOWS	7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	9

Independent Auditors' Report

To the Board of Directors and Shareholders

First Farmers and Merchants Corporation

Columbia, Tennessee

Opinion

We have audited the consolidated financial statements of First Farmers and Merchants Corporation and Subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021 in accordance with accounting principles generally accepted in the United States of America.

We have also audited in accordance with auditing standards generally accepted in the United States of America (GAAS), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-IntegratedFramework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 4, 2022 expressed an unqualified opinion.

Basis for Opinion

We conducted our audits in accordance with GAAS. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not absolute assurance, and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in

DHG is registered in the U.S. Patent and Trademark Office to Dixon Hughes Goodman LLP.

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the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Other Information

Management is responsible for the other information included in the annual report. The other information comprises the summary consolidated balance sheets and statements of income but does not include the financial statements and our auditors' report thereon. Our opinion on the consolidated financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the consolidated financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.

Atlanta, Georgia

March 4, 2022

DHG is registered in the U.S. Patent and Trademark Office to Dixon Hughes Goodman LLP.

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FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

			December 31,			December 31,
ASSETS			2021			2020
Cash and due from banks	$	19,791	$	29,126
	Interest-bearing deposits		75,065			105,470
	Federal funds sold		8,374			3,774
	Total cash and cash equivalents		103,230			138,370
	Securities available-for-sale		876,987			594,649
	Securities held-to-maturity (fair market value $15,932
	and $18,195 as of the periods presented)		15,128			17,259
	Equity securities		2,481			2,242
	Loans held-for-sale		2,197			3,679
	Loans, net of deferred fees		886,891			964,695
	Allowance for loan and lease losses		(9,605)			(9,715)
	Net loans		877,286			954,980
	Bank premises and equipment, net		32,627			34,421
	Bank-owned life insurance		35,354			34,016
	Goodwill		9,018			9,018
	Other assets		18,430			13,511
	TOTAL ASSETS	$	1,972,738		$	1,802,145
LIABILITIES	Deposits:
	Non-interest-bearing	$	522,725	$	427,073
	Interest-bearing		1,268,481			1,181,101
	Total deposits		1,791,206			1,608,174
	Securities sold under agreements to repurchase		-			11,691
	Accounts payable and other liabilities		22,901			22,286
	TOTAL LIABILITIES		1,814,107			1,642,151
SHAREHOLDERS'	Commitments and contingencies (Note 11)
Common stock - $10 par value per share, 8,000,000 shares
EQUITY	authorized; 4,317,306 and 4,359,738 shares issued
	and outstanding as of the periods presented		43,173			43,597
	Retained earnings		119,507			108,761
	Accumulated other comprehensive (loss) income		(4,144)			7,541
	Total shareholders' equity attributable to First Farmers and
	Merchants Corporation		158,536			159,899
	Non-controlling interest - preferred stock of subsidiary		95			95
	TOTAL SHAREHOLDERS' EQUITY		158,631			159,994
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,972,738		$	1,802,145

The accompanying notes are an integral part of the consolidated financial statements.

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