SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2005
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number 0-14492
FARMERS & MERCHANTS BANCORP, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-1469491
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
307-11 North Defiance Street, Archbold, Ohio 43502
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(419) 446-2501
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares of each of the issuers classes of common
stock, as of the latest practicable date:
Common Stock, No Par Value 1,299,000
-------------------------- ----------------------------------
Class Outstanding as of October 26, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
FARMERS & MERCHANTS BANCORP, INC.
INDEX
Form 10-Q Items Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets-
September 30, 2005, December 31, 2004 and September 30, 2004 1
Condensed Consolidated Statements of Net Income-
Three Months and Nine Months Ended Sept. 30, 2005 and Sept. 30, 2004 2
Condensed Consolidated Statements of Cash Flows-
Nine Months Ended September 30, 2005 and September 30, 2004 3
Notes to Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 4-6
Item 3. Market Risk 7
Item 4. Controls and Procedures 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits 8
Signatures 9
Farmers & Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan 10
Form of Restricted Stock Agreement 25
Rule 13a-14 Certifications 28
Section 1350 Certifications 30
ITEM 1 FINANCIAL STATEMENTS
FARMERS & MERCHANTS BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands of dollars)
Sept 30, 2005 Dec 31, 2004 Sept 30, 2004
ASSETS:
Cash and due from banks $ 15,181 $ 15,026 $ 15,397
Interest bearing deposits with banks 9,197 9,230 1,740
Federal funds sold 0 0 0
Investment Securities:
U.S. Treasury 4,844 4,852 2,913
U.S. Government 125,777 113,580 106,631
State & political obligations 53,449 54,647 56,350
All others 3,784 3,655 3,617
Loans and leases (Net of reserve for loan losses of
$6,181, $6,814 and $7,673, respectively) 460,269 472,186 488,784
Bank premises and equipment-net 15,044 15,520 15,520
Accrued interest and other assets 15,246 13,817 14,539
--------- --------- ---------
TOTAL ASSETS $ 702,791 $ 702,513 $ 705,491
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits:
Noninterest bearing $ 50,068 $ 47,958 $ 47,953
Interest bearing 513,918 526,247 530,708
Federal funds purchased and securities
sold under agreement to repurchase 24,809 22,852 21,664
Other borrowed money 25,923 21,964 23,248
Accrued interest and other liabilities 5,721 4,647 3,637
--------- --------- ---------
Total Liabilities 620,439 623,668 627,210
SHAREHOLDERS' EQUITY:
Common stock, no par value - authorized 1,500,000
shares; issued 1,300,000 shares 12,677 12,677 12,677
Treasury Stock - Unearned stock awards 1,000 shares (115) 0 0
Undivided profits 70,667 65,956 64,629
Accumulated other comprehensive income (expense) (877) 212 975
--------- --------- ---------
Total Shareholders' Equity 82,352 78,845 78,281
LIABILITIES AND SHAREHOLDERS' EQUITY $ 702,791 $ 702,513 $ 705,491
========= ========= =========
See Notes to Condensed Consolidated Unaudited Financial Statements.
Note: The December 31, 2004 Balance Sheet has been derived from the audited
financial statements of that date.
1
FARMERS & MERCHANTS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands of dollars)
Three Months Ended Nine Months Ended
Sept 30, 2005 Sept 30, 2004 Sept 30, 2005 Sept 30, 2004
INTEREST INCOME:
Loans and leases $ 7,794 $ 7,727 $ 23,133 $ 23,219
Investment Securities:
U.S. Treasury securities 34 19 100 50
Securities of U.S. Government agencies 960 938 2,857 2,958
Obligations of states and political subdivisions 508 501 1,521 1,515
Other 46 38 130 110
Federal funds - 2 1 34
Deposits in banks 42 24 132 34
----------- ----------- ----------- -----------
Total Interest Income 9,384 9,249 27,874 27,920
INTEREST EXPENSE:
Deposits 3,058 2,450 8,537 7,369
Borrowed funds 384 309 1,083 915
Total Interest Expense 3,442 2,759 9,620 8,284
NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES 5,942 6,490 18,254 19,636
PROVISION FOR LOAN LOSSES (352) 150 (461) 941
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 6,294 6,340 18,715 18,695
OTHER INCOME:
Service charges 1,041 550 2,706 1,615
Other 624 824 1,904 2,124
Net securities gains 5 - 5 127
----------- ----------- ----------- -----------
1,670 1,374 4,615 3,866
OTHER EXPENSES:
Salaries and wages 2,197 2,099 6,391 5,896
Pension and other employee benefits 585 555 1,685 1,602
Occupancy expense (net) 157 246 486 604
Other operating expenses 1,976 1,744 5,968 5,642
----------- ----------- ----------- -----------
4,915 4,644 14,530 13,744
----------- ----------- ----------- -----------
INCOME BEFORE FEDERAL INCOME TAX 3,049 3,070 8,800 8,817
FEDERAL INCOME TAXES 821 929 2,336 2,629
----------- ----------- ----------- -----------
NET INCOME 2,228 2,141 6,464 6,188
=========== =========== =========== ===========
OTHER COMPREHENSIVE INCOME (NET OF TAX):
Unrealized gains (losses) on securities (449) 1,397 (1,090) (1,008)
COMPREHENSIVE INCOME (EXPENSE) $ 1,779 $ 3,538 $ 5,374 $ 5,180
NET INCOME PER SHARE $ 1.71 $ 1.65 $ 4.97 $ 4.76
Based upon average weighted shares outstanding of: 1,299,739 1,300,000 1,299,912 1,300,000
DIVIDENDS DECLARED $ 0.45 $ 0.45 $ 1.35 $ 1.35
No disclosure of diluted earnings per share is required as shares are
antidiluted as of quarter end.
See Notes to Condensed Consolidated Unaudited Financial Statements.
2
FARMERS & MERCHANTS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands of dollars)
Nine Months Ended
Sept 30, 2005 Sept 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,464 $ 6,188
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 910 1,032
Premium amortization 890 1,041
Discount amortization (99) (92)
Provision for loan losses (461) 941
Provision (Benefit) for deferred income taxes 561 730
Loss on sale of fixed assets 38 79
Gain on sale of investment securities (5) (127)
Changes in Operating Assets and Liabilities:
Accrued interest receivable and other assets (1,412) 2,142
Accrued interest payable and other liabilities 1,079 (1,202)
-------- --------
Net Cash Provided by Operating Activities 7,965 10,732
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (472) (757)
Proceeds from sale of fixed assets - -
Proceeds from maturities of investment securities: 25,118 54,105
Proceeds from sale of investment securities: - 10,500
Purchase of investment securities (38,679) (62,521)
Net (increase) decrease in loans and leases 12,378 (9,386)
-------- --------
Net Cash Provided (Used) by Investing Activities (1,655) (8,059)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (10,219) 3,595
Net change in short-term borrowings 1,957 (5,655)
Increase in long-term borrowings 5,000 -
Payments on long-term borrowings (1,041) (1,126)
Payments of dividends (1,885) (1,885)
-------- --------
Net Cash Provided (Used) by Financing Activities (6,188) (5,071)
-------- --------
Net change in cash and cash equivalents 122 (2,398)
Cash and cash equivalents - Beginning of year 24,256 19,535
-------- --------
CASH AND CASH EQUIVALENTS - END OF THE YEAR $ 24,378 $ 17,137
======== ========
RECONCILIATION OF CASH AND CASH EQUIVALENTS:
Cash and cash due from banks $ 15,181 $ 15,397
Interest bearing deposits 9,197 1,740
-------- --------
$ 24,378 $ 17,137
======== ========
See Notes to Condensed Consolidated Unaudited Financial Statements.
3
FARMERS & MERCHANTS BANCORP, INC.
Notes to Condensed Consolidated Unaudited Financial Statements
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
for Form 10Q and Rule 10-01 of Regulation S-X; accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the nine months ended September
30, 2005 are not necessarily indicative of the results that are
expected for the year ended December 31, 2005. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
December 31, 2004.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Statements contained in this portion of the Company's report may be
forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as "intend," "believe,"
"expect," "anticipate," "should," "planned," "estimated," and
"potential." Such forward-looking statements are based on current
expectations, but may differ materially from those currently
anticipated due to a number of factors, which include, but are not
limited to, factors discussed in documents filed by the Company with
the Securities and Exchange Commission from time to time. Other factors
which could have a material adverse effect on the operations of the
company and its subsidiaries which include, but are not limited to,
changes in interest rates, general economic conditions, legislative and
regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal
Reserve Board, the quality and composition of the loan or investment
portfolios, demand for loan products, deposit flows, competition,
demand for financial services in the Bank's market area, changes in
relevant accounting principles and guidelines and other factors over
which management has no control. The forward-looking statements are
made as of the date of this report, and the Company assumes no
obligation to update the forward-looking statements or to update the
reasons why actual results differ from those projected in the
forward-looking statements.
CRITICAL ACCOUNTING POLICY AND ESTIMATES
The Company's consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United
States of America, and the Company follows general practices within the
industries in which it operates. At times the application of these
principles requires Management to make assumptions estimates and
judgments that affect the amounts reported in the financial statements.
These assumptions, estimates and judgments are based on information
available as of the date of the financial statements. As this
information changes, the financial statements could reflect different
assumptions, estimates and judgments. Certain policies inherently have
a greater reliance on assumptions, estimates and judgments and as such
have a greater possibility of producing results that could be
materially different than originally reported. Examples of critical
assumptions, estimates and judgments are when assets and liabilities
are required to be recorded at fair value, when a decline in the value
of an asset not required to be recorded at fair value warrants an
impairment write-down or valuation reserve to be established, or when
an asset or liability must be recorded contingent upon a future event.
Based on the valuation techniques used and the sensitivity of financial
statement amounts to assumptions, estimates, and judgments underlying
those amounts, management has identified the determination of the
Allowance for Loan and Lease Losses (ALLL) and the valuation
4
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS (Continued)
of its Mortgage Servicing Rights as the accounting areas that requires
the most subjective or complex judgments, and as such could be the most
subject to revision as new information becomes available.
The ALLL represents management's estimate of credit losses inherent in
the Bank's loan portfolio at the report date. The estimate is composite
of a variety of factors including past experience, collateral value and
the general economy. ALLL includes a specific portion, a formula driven
portion, and a general nonspecific portion.
Farmers & Merchants Bancorp, Inc. was incorporated on February 25,
1985, under the laws of the State of Ohio. Farmers & Merchants Bancorp,
Inc., and its subsidiaries The Farmers & Merchants State Bank and
Farmers & Merchants Life Insurance Company are engaged in commercial
banking and life and disability insurance, respectively. The executive
offices of Farmers & Merchants Bancorp, Inc. are located at 307-11
North Defiance Street, Archbold, Ohio 43502.
LIQUIDITY, CAPITAL RESOURCES AND MATERIAL CHANGES IN FINANCIAL
CONDITION
Liquidity continues to remain strong as the investment portfolio grew
$7.7 million for the quarter and over $11 million year to date. A
portion of the increase was due to a decrease in loans of approximately
$3.5 million for the quarter and $12.7 million year to date. Deposits
increased slightly for the quarter providing additional funds of just
under $1 million. However, year to date, deposits are down
approximately $10 million. Overall, bank assets are down $2.7 million
from September 2004 but up slightly, $250 thousand, compared to year
end December 2004.
Quality loan growth has been elusive during the last two years while
the bank focused on improving asset quality. Loan quality has continued
to remain strong, evidenced by the decreased need for additional loan
provision due to improved past due ratios and decreased non-performing
loans. Crop yields are coming in higher than expected though down from
last year. Agricultural and agricultural real estate loans increased
over $3.5 million compared to September 2004. Industrial Development
Bonds showed the only other increase in the loan portfolio compared to
September 2004, up about $2.5 million. The consumer portfolio showed
the largest decreases in consumer and consumer real estate loans. Home
Equity loans were higher in available lines, but minimal actual
borrowings. The development of new markets remains a focus for loan
growth along with improvement within our newer branches.
Until loan growth occurs, the need for aggressive deposit generation
has not existed. Total deposits are down $14.675 million from a year
ago mirroring loan decreases. Year to date, deposits are down $10.2
million while up $1 million for the quarter. Promotional certificate of
deposits have been offered consistently through the year not to attract
new money but to retain exisiting customer relationships. While
promotional CD's are more expensive, the promotions helped to keep the
standard renewing CD terms stable. This strategy was used to lessen the
increased cost of funds being driven by the Federal Reserve Federal
Funds rate increases. The flattening of the yield curve has also made
deposit pricing difficult.
The tightening of the net interest rate margin and shrinking balance
sheet totals has forced the Company to look elsewhere for improved
profitability. The bank introduced Overdraft Privilege in February and
the increased fees and customer usage has provided a stable source of
revenue. The other source of improved profitability is from the
decrease in the loan loss provision due to the lack of loan growth but
more importantly the improved asset quality. The Company continues to
look for opportunities to provide services our customers want that aid
in the profitability of the Company also.
5
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS (Continued)
MATERIAL CHANGES IN RESULTS OF OPERATIONS
The income statement shows the effects of the tightening of our
interest margin and decrease in asset size. Net interest income is
lower by $1.4 million for the nine months ended Sept 2005 compared to
Sept 2004. The tightening of the margin has been caused by the
liability side (deposits) of the balance sheet repricing higher than
the asset side (loans). This has been the predicted outcome of the
Federal Reserve raising of rates for the Company as the interest rate
risk testing has shown over the last year.
As discussed earlier, the two main determinants for the improved
profitability in 2005 is the lower loan loss provision and the increase
in service charge fees. Improved loan quality has actually made it
necessary for a reversal of previous loan loss provision. This was also
facilitated by the decrease in the size of the loan portfolio. In
comparing the nine months provisions for 2005 and 2004, a $1.4 million
swing in expense has occurred, increasing year to date net income by
$461,000. For the corresponding quarters ended September 30, a $500
thousand swing has also occurred. While the reversal of previous loan
loss provision has improved the profitability of the Company, the
Company would rather have loan growth make the reversal unnecessary. To
the extent that loan growth is realized or asset quality deteriorates,
this revenue may discontinue going forward. Eventually, the impact of
future reversals will be minimal to income. The effect of Overdraft
Privilege is shown in the increased service charge fee income,
especially when comparing quarter ended September 30, 2005 to September
30, 2004, an increase of $491 thousand.
Expenses show a 5.7% increase over last year as of September and a 6.5%
increase in comparing the quarters ended September 30. The largest
increases are in personnel expenses. Two factors driving the higher
cost are increased staffing in support departments and increased cost
of providing medical benefits. The increased staffing was needed to
strengthened internal control procedures and to fulfill increased
regulatory reporting requirements. Medical benefit expenses increased
by 17% upon renewal of contracts. Accounting and auditing expense also
increased for the year due to cost of complying with new regulations.
The Company continues to show improved profitablity for the year. Net
income for nine months ended September was $6.464 million for 2005
compared to $6.188 million for 2004, an increase of almost 4.5%.
Improvement for the quarter was $87,000 compared to same quarter last
year. Similarly, earnings per share were up for the both periods
presented.
A change in the earnings per share presentation was necessary since the
Company purchased 1,000 shares of Treasury Stock. This stock was
purchased to facilitate the awarding of stock to management of its
subsidiary bank. The 1,000 shares were awarded to 38 employees under
the provisions of the long term stock incentive plan approved by
shareholders at the annual meeting in April of 2005. The awards carry a
three year cliff vesting stipulation. Accordingly, the $115,000 cost
will be amortized over the three year period for financial reporting.
The employees will also receive dividend equivalent compensation over
that time period on their portion of the stock award.
The company continues to be well-capitalized as the capital ratios
below show:
Primary Ratio 12.82%
Tier I Leverage Ratio 11.92%
Risk Based Capital Tier 1 16.55%
Total Risk Based Capital 17.80%
Stockholders' Equity/Total Assets 11.72%
6
ITEM 3 MARKET RISK
Market risk is the exposure to loss resulting from changes in interest
rates and equity prices. The primary market risk to which the Company
is subject is interest rate risk. The majority of the Company's
interest rate risk arises, from the instruments, positions and
transactions entered into for the purposes, other than trading, such as
loans, available for sale securities, interest bearing deposits, short
term borrowings and long term borrowings. Interest rate risk occurs
when interest bearing assets and liabilities reprice at different times
as market interest rates change. For example, if fixed rate assets are
funded with variable rate debt, the spread between asset and liability
rates will decline or turn negative if rates increase.
Interest rate risk is managed within an overall asset/liability
framework for the Company. The principal objectives of asset/liability
management are to manage sensitivity of net interest spreads and net
income to potential changes in interest rates. Funding positions are
kept within predetermined limits designed to ensure that risk-taking is
not excessive and that liquidity is properly managed. The Company
employs a sensitivity analysis in the form of a net interest rate shock
as shown in the table following.
Interest Rate Shock on Net Interest Margin Interest Rate Shock on Net Interest Income
Net Interest % Change to Rate Rate Cumulative % Change to
Margin (Ratio) Flat Rate Direction Changes by Total ($000) Flat Rate
- -------------- ----------- --------- ---------- ------------ -----------
3.93% -2.082% Rising 3.000% 19,975 -4.599%
3.94% -1.834% Rising 2.000% 20,239 -3.342%
3.95% -1.601% Rising 1.000% 20,500 -2.096%
4.01% 0.000% Flat 0.000% 20,938 0.000%
3.97% -0.947% Falling -1.000% 20,811 -0.611%
3.89% -2.979% Falling -2.000% 20,358 -2.774%
3.75% -6.477% Falling -3.000% 19,648 -6.162%
The bank finds itself in a bit of a quagmire. As the table shows, the
bank doesn't want rates to rise or fall nor is the bank content with a
flattened yield curve. Managing interest rate risk is challenging
within this current environment. The worse case scenario is the 300
basis points drop which is also the most unlikely to happen. Even so,
the exposure is well within the guidelines set by the risk committee.
With the well capitalized position of the Company along with the low
amount of risk indicated by the shock table, the Company can take some
additional risk with minimal consequences. The bank intends to do some
slight leveraging of the balance sheet by borrowing funds and investing
in specific securities. A set margin has been established to be earned.
The first $5 million was borrowed this quarter with additional
borrowings to come in the last quarter.
As the balance sheet mix changes, the predicted net interest margin
improves as compared to December 2004's interest rate shock table. The
flat rate predicted in December was 3.87% while the above table shows
4.01%. The net interest margin represents the forecasted twelve month
margin. The predictions to the effect of an interest rate increase in
the short term have occurred. The current margin has tightened
throughout 2005 as the rates have increased and the December 2004 table
had shown. The Company is still determined to improve the profitability
through growth. Changing the mix and yields by planned growth is the
strategy the Company will continue to follow.
7
ITEM 4 CONTROLS AND PROCEDURES
As of September 30, 2005, an evaluation was performed under the
supervision and with the participation of the Company's management
including the CEO and CFO, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on
that evaluation, the Company's management, including the CEO and CFO,
concluded that the Company's disclosure controls and procedures were
effective as of September 30, 2005. There have been no significant
changes in the Company's internal controls that occurred for the
quarter ended September 30, 2005.
PART II
ITEM 1 LEGAL PROCEEDINGS
None
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Total Number of Shares (d) Maximum Number of Shares
(a) Total Number (b) Average Price Purchased as Part of Publicly that may yet be purchased under
Period of Shares Purchased Paid per Share Announced Plan or Programs the Plans or Programs
- --------- ------------------- ----------------- ----------------------------- --------------------------------
8/1/05
to
8/31/05 1,000 $115 N/A N/A
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5 OTHER INFORMATION
On September 6, 2005, the Company entered into Restricted Stock
Agreements with certain executive officers pursuant to the Farmers &
Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan (the
"Plan"), a copy of which is attached hereto as Exhibit 10.1. The
Restricted Stock Agreements, a form of which is attached hereto as
Exhibit 10.2, respectively provided for an award of 100 common shares
to Paul S. Siebenmorgen and 40 common shares each to Rex D. Rice,
Barbara J. Britenriker, Edward A. Leininger, Richard J. Lis, and
James C. Burkhart. Pursuant to the terms of each agreement, all awards
vest in 2008.
ITEM 6 EXHIBITS
3.1 Articles of Incorporation of the Registrant (incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed
with the Commission on May 10, 2004)
3.2 Code of Regulations of the Registrant (incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed with
the Commission on May 10, 2004)
10.1 Farmers & Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan (the "2005 Incentive Plan")
10.2 Form of Restricted Stock Agreement entered into by the Company pursuant to the 2005 Incentive Plan on 9/6/2005 with each
of the following executive officers and for the respective number of shares indicated: Paul S. Siebenmorgen (100 shares);
Rex D. Rice (40 shares); Barbara J. Britenriker (40 shares); Edward A. Leininger (40 shares); Richard J. Lis (40 shares);
and James C. Burkhart (40 shares)
31.1 Rule 13-a-14(a) Certification - CEO
31.2 Rule 13-a-14(a) Certification - CFO
32.1 Section 1350 Certification - CEO
32.2 Section 1350 Certification - CFO
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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 & Merchants Bancorp, Inc.,
Date: October 26, 2005 By: /s/ Paul S. Siebenmorgen
------------------------
Paul S. Siebenmorgen
President and CEO
Date: October 26, 2005 By: /s/ Barbara J. Britenriker
----------------------------
Barbara J. Britenriker
Exec. Vice-President and CFO
9
Exhibit Index
Ex. No. Description
- ------- -----------------------------------------------------------------------
3.1 Articles of Incorporation of the Registrant (incorporated by reference
to Registrant's Quarterly Report on Form 10-Q filed with the Commission
on May 10, 2004)
3.2 Code of Regulations of the Registrant (incorporated by reference to
Registrant's Quarterly Report on Form 10-Q filed with the Commission on
May 10, 2004)
10.1 Farmers & Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan (the "2005 Incentive Plan")
10.2 Form of Restricted Stock Agreement entered into by the Company pursuant to the 2005 Incentive Plan on 9/6/2005 with each
of the following executive officers and for the respective number of shares indicated: Paul S. Siebenmorgen (100 shares);
Rex D. Rice (40 shares); Barbara J. Britenriker (40 shares); Edward A. Leininger (40 shares); Richard J. Lis (40 shares);
and James C. Burkhart (40 shares)
31.1 Rule 13-a-14(a) Certification - CEO
31.2 Rule 13-a-14(a) Certification - CFO
32.1 Section 1350 Certification - CEO
32.2 Section 1350 Certification - CFO
10