<PAGE> 1
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 March 31, 2000
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 the number of shares of each of the issuers classes of common
stock, as of the latest practicable date:
Common Stock, No Par Value 1,300,000
-------------------------------- ----------------------------------
Class Outstanding as of April 1, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
FARMERS & MERCHANTS BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
Form 10-Q Items Page
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets-
March 31, 2000, December 31, 1999 and March 31, 2000 1
Condensed Consolidated Statements of Net Earnings-
Three Months Ended March 31, 1999 and March 31, 2000 2
Condensed Consolidated Statements of Cash Flows-
Three Months Ended March 31, 1999 and March 31, 2000 3
Notes to Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on form 8K 6
Signatures 7
</TABLE>
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FARMERS & MERCHANTS BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands of dollars)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999 March 31, 1999
<S> <C> <C> <C>
ASSETS:
Cash and due from banks $ 16,431 $ 17,245 $ 13,407
Interest bearing deposits with banks 100 100 100
Federal funds sold 0 - -
Investment Securities:
U.S. Treasury 7,443 6,842 15,096
U.S. Government 54,963 47,906 54,298
State & political obligations 30,263 31,246 34,485
All others 12,907 12,411 24,135
Loans and leases 466,085 463,947 411,580
Bank premises and equipment-net 10,118 10,176 9,644
Accrued interest and other assets 9,759 8,656 8,009
TOTAL ASSETS $ 608,069 $ 598,529 $ 570,754
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits:
Demand $ 39,351 $ 54,051 $ 41,699
Time and savings 459,474 449,115 450,104
Federal funds purchased and securities
sold under agreement to repurchase 20,554 7,343 7,994
Other borrowed money 24,831 25,039 11,044
Accrued interest and other liabilities 4,684 5,092 4,268
Total Liabilities 548,894 540,640 515,109
SHAREHOLDERS' EQUITY:
Common stock, no par value - authorized 1,500,000
shares; issued 1,300,000 shares 12,677 12,677 12,677
Undivided profits 47,506 45,975 42,111
Accumulated other comprehensive income (1,007) (763) 857
Total Shareholders' Equity 59,176 57,889 55,645
LIABILITIES AND SHAREHOLDERS' EQUITY $ 608,070 $ 598,529 $ 570,754
</TABLE>
See Notes to Condensed Consolidated Unaudited Financial Statements.
Note: The December 31, 1998 Balance Sheet has been derived from the audited
financial statements of that date.
1
<PAGE> 4
FARMERS & MERCHANTS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands of dollars)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
Sept 30, 1999 Sept 30, 1998 March 31, 2000 36,250.00
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans and leases $ - $ - $ 10,029 $ 8,502
Investment Securities:
U.S. Treasury securities - - 114 245
Securities of U.S. Government agencies - - 765 803
Obligations of states and political subdivisions - - 382 426
Other - - 286 480
Federal funds - - 66 66
Deposits in banks - - 0 1
Total Interest Income - - 11,642 10,523
INTEREST EXPENSE:
Deposits - - 5,243 5,172
Borrowed funds - - 533 226
Total Interest Expense - - 5,776 5,398
NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES - - 5,866 5,125
PROVISION FOR LOAN LOSSES - - 167 416
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES - - 5,699 4,709
OTHER INCOME:
Service charges - - 381 316
Other - - 386 515
Net securities gains (losses) - - 0 -
- - 767 831
OTHER EXPENSES:
Salaries and wages - - 1,662 1,463
Pension and other employee benefits - - 375 359
Occupancy expense (net) - - 130 133
Other operating expenses - - 1,552 1,542
- - 3,719 3,497
INCOME BEFORE FEDERAL INCOME TAX - - 2,747 2,043
FEDERAL INCOME TAXES - - 758 545
NET INCOME - - 1,989 1,498
OTHER COMPREHENSIVE INCOME (NET OF TAX):
Unrealized gains (losses) on securities - - (1,538) (814)
COMPREHENSIVE INCOME $ - $ - $ 451 $ 684
NET INCOME PER SHARE (Based upon
weighted average number of shares outstanding of 1,300,000 $ - $ - $ 1.53 $ 1.15
DIVIDENDS DECLARED $ - $ - $ 0.35 $ 0.30
</TABLE>
See Notes to Condensed Consolidated Unaudited Financial Statements.
2
<PAGE> 5
FARMERS & MERCHANTS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands of dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 2000 March 31, 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,989 $ 1,498
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 274 304
Premium amortization 21 8
Discount amortization (2) 34
Provision for loan losses 167 416
Provision for deferred income taxes - (9)
(Gain) loss on sale of fixed assets - -
(Gain) loss on sale of investment securities - -
Changes in Operating Assets and Liabilities:
Accrued interest receivable and other assets (1,103) (887)
Accrued interest payable and other liabilities (408) 88
Net Cash Provided by Operating Activities 938 1,452
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (216) (518)
Proceeds from sale of fixed assets - -
Proceeds from maturities of investment securities: 2,299 20,137
Proceeds from sale of investment securities: - -
Purchase of investment securities- (9,737) (25,092)
Net increase in loans and leases (2,305) (4,275)
Net Cash Used by Investing Activities (9,959) (9,748)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits (4,341) (20,380)
Net change in short-term borrowings 13,211 5,078
Increase in long-term borrowings - -
Payments on long-term borrowings (208) (196)
Payments of dividends (455) (390)
Net Cash Provided by Financing Activities 8,207 (15,888)
Net change in cash and cash equivalents (814) (24,184)
Cash and cash equivalents - Beginning of year 17,345 37,694
CASH AND CASH EQUIVALENTS - END OF THE YEAR $ 16,531 $ 13,510
RECONCILIATION OF CASH AND CASH EQUIVALENTS:
Cash and cash due from banks $ 16,431 $ 13,407
Interest bearing deposits 100 100
Federal funds sold - -
$ 16,531 $ 13,507
</TABLE>
See Notes to Condensed Consolidated Unaudited Financial Statements.
3
<PAGE> 6
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 March 31,
2000 are not necessarily indicative of the results that are expected
for the year ended December 31, 2000. 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, 1999.
4
<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 for the three months ended March 31, 2000 comes primarily
from net income from operations of $1.99 million. This compares with
net income of $1.50 million for the same period in 1999. In addition,
funds were purchased from correspondents, and the Federal Home Loan
Bank.
The principal uses of these funds were for granting loans. Loans as of
March 31, 2000 were $466.08 million compared to $463.95 million as of
December 31, 1999, a $45.9 million or 0.5% increase after
reclassification of $1 million of commercial paper from the loan
category to other investments. December 31, 1999 and September 30,
1999 loans and investments have been restated to reflect this change
in classification.
The following is a summary of five capital ratios as they are
calculated from the September 30, 1999 financial statements:
Primary Ratio 10.73%
Total Capital Ratio 14.77%
Risk Based Capital Tier 1 13.64%
Risk Based Capital Tier 2 20.92%
Stockholders' Equity/Total Assets 9.73%
5
<PAGE> 8
PART II
ITEM 6 EXHIBIT 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, 1999
6
<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, theeunto duly authorized.
Farmers & Merchants Bancorp, Inc.,
Date: May 10, 2000 By: /s/ Joe E. Crossgrove
-------------------------
Joe E. Crossgrove
President and Cashier
Date: May 10, 2000 By: /s/ Randal H. Schroeder
-------------------------
Randal H. Schroeder
Asst. Vice-President
and Chief Operating Officer
7
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
27 Financial Data Schedule
</TABLE>
8
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 16,431
<INT-BEARING-DEPOSITS> 100
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 105,576
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 466,085
<ALLOWANCE> 6,800
<TOTAL-ASSETS> 608,069
<DEPOSITS> 498,825
<SHORT-TERM> 20,554
<LIABILITIES-OTHER> 4,684
<LONG-TERM> 24,831
0
0
<COMMON> 12,677
<OTHER-SE> 46,499
<TOTAL-LIABILITIES-AND-EQUITY> 608,070
<INTEREST-LOAN> 10,029
<INTEREST-INVEST> 1,547
<INTEREST-OTHER> 66
<INTEREST-TOTAL> 11,642
<INTEREST-DEPOSIT> 5,243
<INTEREST-EXPENSE> 533
<INTEREST-INCOME-NET> 5,866
<LOAN-LOSSES> 167
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,719
<INCOME-PRETAX> 2,747
<INCOME-PRE-EXTRAORDINARY> 1,989
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,989
<EPS-BASIC> 1.53
<EPS-DILUTED> 1.53
<YIELD-ACTUAL> 0
<LOANS-NON> 7,731
<LOANS-PAST> 6,222
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 13,953
<ALLOWANCE-OPEN> 6,750
<CHARGE-OFFS> 337
<RECOVERIES> 220
<ALLOWANCE-CLOSE> 6,800
<ALLOWANCE-DOMESTIC> 6,800
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>