FARMERS & MERCHANTS BANCORP INC
10-Q, 1996-11-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>   1
                                  FORM 10-Q

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                  For nine months ended September 30, 1996

                        Commission file number 014492

                      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                    43502
     (Address of principal executive offices)            (Zip Code)

Registrant's Telephone Number, including area code      419/446-2501

                               Not applicable

Former name, former address, and former fiscal year, if changed since last year

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  x    No 
                                               ---      ---

Indicate the number of shares of each of the issuers classes of common stock,
as of the latest practicable date:

        Class                      Outstanding as of November 6, 1996
Common Stock, No Par Value                       1,300,000

<PAGE>   2
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-Q

                      FARMERS & MERCHANTS BANCORP, INC.
                                    INDEX

FORM 10-Q ITEMS                                                      PAGE NO.

PART 1.  FINANCIAL INFORMATION

Item I.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets-                               
              September 30, 1996,  December 31, 1995 and 
              September 30, 1995                                        1
                                                                              
         Condensed Consolidated Statements of Net Earnings- 
              Nine Months Ended September 30, 1996 and 
              September 30, 1995                                        2
                                                                              
         Condensed Consolidated Statements of Cash Flows-
              Nine Months Ended September 30, 1996 and 
              September 30, 1995                                        3
                                                                              
         Notes to Condensed Financial Statements                        4

Item 2.  Management's Discussion and Analysis of Financial Condition
          Results of Operations                                         5

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                               6

SIGNATURES                                                              7

<PAGE>   3
                      FARMERS & MERCHANTS BANCORP, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEET
                                 (Unaudited)
                          (in thousands of dollars)
<TABLE>
<CAPTION>
                                                September 30, 1996      December 31, 1995       September 30, 1995
<S>                                                     <C>                     <C>                      <C>
ASSETS:
  Cash and due from banks                                 $ 14,233               $ 14,951                 $ 12,773    
  Interest bearing deposits in other banks                     145                    100                      145    
  Federal funds sold and securities sold                                                                              
    under agreement to resell                                   --                 10,710                   13,510    
  Investment Securities:                                                                                              
    U.S. Treasury                                           26,975                 22,757                   21,623    
    U.S. Government Agencies                                32,254                 31,237                   26,803    
    State & political obligations                           23,991                 19,926                   18,086    
    All others                                              17,247                 10,795                    6,102    
  Loans and leases                                         369,216                339,676                  338,252    
  Bank premises and equipment                                7,521                  7,198                    7,282    
  Accrued interest and other assets                          7,306                  6,740                    7,147    
                                                                                                                      
          TOTAL ASSETS                                    $498,888               $464,090                 $451,723    
                                                                                                                      
LIABILITIES AND SHAREHOLDERS' EQUITY:                                                                                 
LIABILITIES:                                                                                                          
  Deposits:                                                                                                           
    Demand                                                $ 38,210               $ 37,436                 $ 21,826    
    Time and savings                                       393,758                366,554                  372,097    
  Federal funds purchased and securities                                                                              
    sold under agreement to repurchase                      11,903                  6,919                    5,926    
  Other borrowed money                                       9,193                  9,662                    9,892    
  Accrued interest and other liabilities                     3,948                  3,898                    3,301    
          TOTAL LIABILITIES                                457,012                424,469                  413,042    
                                                                                                                      
SHAREHOLDERS' EQUITY:                                                                                                 
  Common stock, no par value - authorized                                                                             
    300,000 shares, issued 260,000 shares in                                                                          
    1996 and 1995                                           12,677                 12,677                   12,677    
  Undivided profits                                         29,199                 26,944                   26,004    
          TOTAL SHAREHOLDERS' EQUITY                        41,876                 39,621                   38,681    
                                                                                                                      
          TOTAL LIABILITIES AND                                                                                       
            SHAREHOLDERS' EQUITY                          $498,888               $464,090                 $451,723    
</TABLE>
See Notes to Condensed Consolidated Unaudited Financial Statements. 

Note:  The December 31, 1995 Balance Sheet has been derived from the audited    
financial statements of that date.
<PAGE>   4
                      FARMERS & MERCHANTS BANCORP, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                  (Unaided)
                          (in thousands of dollars)
<TABLE>
<CAPTION>
                                                        Three Months Ended                        Nine Months Ended
                                              September 30, 1996   September 30, 1995   September 30, 1996   September 30, 1995
<S>                                           <C>                  <C>                  <C>                  <C>
INTEREST INCOME:
  Loans and leases                                        $23,885             $21,518               $8,144               $7,450
  Investment Securities:                                                                                                       
    U.S. Treasury                                           1,094                 725                  418                  278
    U.S. Government Agencies                                1,569               1,086                  537                  332
    States & Political Subdivisions                           915                 852                  331                  270
    Other                                                     579                 367                  272                  109
  Federal funds sold                                          303                 250                    2                  124
  Deposits with other banks                                    --                  --                   --                   --
          TOTAL INTEREST INCOME                            28,345              24,798                9,704                8,563
                                                                                                                               
INTEREST EXPENSE:                                                                                                              
  Deposits                                                 14,887              11,955                5,058                4,513
  Short-term borrowings                                       284                 274                  362                   77
  Other borrowed money                                        449                 483                  147                  151
          TOTAL INTEREST EXPENSE                           15,620              12,712                5,567                4,741
                                                                                                                               
NET INTEREST INCOME BEFORE                                                                                                     
  PROVISION FOR LOAN LOSSES                                12,725              12,086                4,137                3,822
PROVISION FOR LOAN LOSSES                                     790                  --                  377                   --
                                                                                                                               
NET INTEREST INCOME AFTER                                                                                                      
  PROVISION FOR LOAN LOSSES                                11,935              12,086                3,760                3,822
                                                                                                                               
OTHER INCOME:                                                                                                                  
  Service charges                                             818                 750                  285                  254
  Other                                                     1,192               1,021                  424                  568
  Securities gains (losses)                                    --                 (27)                  --                    2
          TOTAL OTHER INCOME                                2,010               1,744                  709                  824
                                                                                                                               
OTHER EXPENSE:                                                                                                                 
  Salaries                                                  3,639               2,902                1,241                  992
  Pension and employee benefits                               738                 669                  273                  264
  Occupancy                                                   949                 875                  332                  316
  Other operating                                           2,882               3,087                  781                  915
          TOTAL OTHER EXPENSES                              8,208               7,533                2,627                2,487
                                                                                                                               
NET INCOME BEFORE INCOME TAX                                5,737               6,297                1,842                2,159
                                                                                                                               
PROVISION FOR INCOME TAX                                    1,653               1,882                  492                  670
                                                                                                                               
NET INCOME                                                 $4,084              $4,415               $1,350               $1,489
                                                                                                                               
NET INCOME PER SHARE (Based upon                                                                                               
  weighted average number of shares                                                                                            
  outstanding of 1,300,000 for 1995 and 1996               $ 3.14              $ 3.40               $ 1.04               $ 1.15
</TABLE>

See Notes to Condensed Consolidated Unaudited Financial Statements.
<PAGE>   5
                      FARMERS & MERCHANTS BANCORP, INC.
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaided)
                          (in thousands of dollars)
<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                      September 30, 1996         September 30, 1995
<S>                                                   <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                   $   4,084                  $   4,415  
  Adjustments to Reconcile Net Income to                                                
    Cash Provided by Operating Activities:                                              
      Depreciation & amortization                                    549                        460  
      Premium amortization                                           463                         97  
      Discount accretion                                            (131)                      (590) 
      Provision for loan losses                                      790                         -- 
      Provision for deferred taxes                                  (209)                       325  
      (Gain) loss on sale of securities                               --                        (27) 
      Changes in Operating Assets & Liabilities:                                                     
        Accrued interest receivable                                 (389)                    (1,192) 
        Accrued interest payable                                     406                        628  
          TOTAL CASH PROVIDED BY                                                                     
            OPERATING ACTIVITIES                  -                5,563                      4,116  
                                                                                                     
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                
  Capital expenditures                                              (872)                   (24,480) 
  Purchase of securities                                         (16,083)                      (996) 
  Proceeds from maturities of securities                               0                     29,513  
  Net change in loans and leases                                 (30,328)                   (36,670) 
          TOTAL CASH PROVIDED BY                                                                     
            INVESTING ACTIVITIES                  -              (47,283)                   (32,633) 
                                                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                
  Net change in deposits                                          27,978                     49,528  
  Net change in short-term borrowings                              4,984                     (8,472) 
  Increase in long-term borrowings                                    --                        400  
  Payments on long-term borrowings                                  (469)                      (383) 
  Payment of dividends                                            (1,300)                    (1,040) 
  Unrealized (gains) losses on securities                           (856)                       444  
          TOTAL CASH PROVIDED BY                                                                     
            FINANCING ACTIVITIES                                  30,337                     40,477  
                                                                                                     
NET CHANGE IN CASH FLOWS                                         (11,383)                    11,960  
                                                                                                     
CASH AND CASH EQUIVALENTS AT                                                                         
  BEGINNING OF YEAR                                               25,761                     14,452  
                                                                                                     
CASH AND CASH EQUIVALENTS AT                                                                         
  END OF YEAR                                                  $  14,378                  $  26,412  
                                                                                                     
RECONCILEMENT OF CASH AND                                                                            
  CASH EQUIVALENTS                                                                                   
    Cash and due from banks                                    $  14,233                  $  12,757  
    Interest bearing deposits                                        145                        145  
    Federal funds sold                                                --                     13,510  
          TOTAL CASH AND CASH                                                                        
            EQUIVALENTS                                        $  14,378                  $  26,412  
</TABLE>
See Notes to Condensed Consolidated Unaudited Financial Statements.
<PAGE>   6
                      FARMERS & MERCHANTS BANCORP, INC.

        Notes to Condensed Consolidated Unaided Financial Statements

Note 1.  BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements 
         have been prepared in accordace with generally accepted accounting
         principles for interim financial information and with the instructions
         for Form 10-Q and Rule 10-1 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, 1996 are not necessarily indicative of the results that are
         expected for the year ended December 31, 1996.  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, 1995.
<PAGE>   7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
        OF OPERATIONS

        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 AND CAPITAL RESOURCES                          

        Liquidity has continued to be enhanced by the generation of cash
        through operations primarily by reduction in expenses, and the
        collection of interest income from productive assets.
        
        The rate of increase on capital expenditures has slowed with the
        completion of the renovation of the main office and the implementation
        of the new proof system.  There will be reasonable increases in this
        area due to the major renovation of one of the branch offices.
        
        The following is a list of four capital ratios as they are calculated
        from the September 30, 1996 financial statements:
        

        Risk-based Capital Ratio                 12.80%

        Leverage Capital Ratio                    8.35%   

        Risk Based Capital Tier 1                11.55%      

        Tangible Equity Radio                     8.14%         



        During the first nine months of 1996, the bank's loan portfolio has
        increased $30,358,000.  This represents a 9% increase.  This was the
        primary use of cash over the period.  An increase of $27,978,000 in
        deposits was noted at the quarter ended September 30, 1996.  This
        represents a 7% increase.  This increase was do in part to the fact
        that the bank offers very competitive rates for its deposit products. 
        In addition a concerted effort has been implemented to attract more
        "core" deposits to help with the maintaining of an acceptable net
        interest margin.
        
<PAGE>   8
                                    PART II



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (A)  The following documents are filed as part of this Report:

                Exhibit No.                     Description

                    27          Financial Data Schedule

     (B)  Reports on Form 8-K

          No reports on Form 8-K were filed by the Registrant during the
          quarter ended September 30, 1996.













<PAGE>   9
                                  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:  November 12, 1996                      By:  /s/ Joe E. Crossgrove 
                                                 ------------------------------
                                                  Joe E. Crossgrove
                                                  Executive Vice-President and
                                                  Cashier

Date:  November 12, 1996                      By:  /s/ Randal H. Schroeder 
                                                 ------------------------------
                                                  Randal H. Schroeder
                                                  Asst. Vice-President and
                                                  Chief Accounting Officer








<PAGE>   10
                                EXHIBIT INDEX


        EXHIBIT NO.                             DESCRIPTION
        
  27                                    Financial Data Schedule
















<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          14,233
<INT-BEARING-DEPOSITS>                             145
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    100,467
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        374,716
<ALLOWANCE>                                      5,500
<TOTAL-ASSETS>                                 498,888
<DEPOSITS>                                     431,968
<SHORT-TERM>                                    11,903
<LIABILITIES-OTHER>                              3,948
<LONG-TERM>                                      9,193
                                0
                                          0
<COMMON>                                        12,677
<OTHER-SE>                                      29,199
<TOTAL-LIABILITIES-AND-EQUITY>                 498,888
<INTEREST-LOAN>                                 23,885
<INTEREST-INVEST>                                4,157
<INTEREST-OTHER>                                   303
<INTEREST-TOTAL>                                28,345
<INTEREST-DEPOSIT>                              14,887
<INTEREST-EXPENSE>                                 733
<INTEREST-INCOME-NET>                           12,725
<LOAN-LOSSES>                                      790
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  6,198
<INCOME-PRETAX>                                  5,737
<INCOME-PRE-EXTRAORDINARY>                       5,737
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,084
<EPS-PRIMARY>                                     3.14
<EPS-DILUTED>                                     3.14
<YIELD-ACTUAL>                                    8.14
<LOANS-NON>                                      2,399
<LOANS-PAST>                                     3,886
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                  6,285
<ALLOWANCE-OPEN>                                 5,500
<CHARGE-OFFS>                                    1,259
<RECOVERIES>                                       469
<ALLOWANCE-CLOSE>                                5,500
<ALLOWANCE-DOMESTIC>                             5,500
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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