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 <TABLE> <CAPTION> Form 10-Q Items Page <S> <C> <C> 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 </TABLE>
ITEM 1 FINANCIAL STATEMENTS FARMERS & MERCHANTS BANCORP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands of dollars) <TABLE> <CAPTION> Sept 30, 2005 Dec 31, 2004 Sept 30, 2004 <S> <C> <C> <C> 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 ========= ========= ========= </TABLE> 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) <TABLE> <CAPTION> Three Months Ended Nine Months Ended Sept 30, 2005 Sept 30, 2004 Sept 30, 2005 Sept 30, 2004 <S> <C> <C> <C> <C> 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 </TABLE> 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) <TABLE> <CAPTION> Nine Months Ended Sept 30, 2005 Sept 30, 2004 <S> <C> <C> 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 ======== ======== </TABLE> 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: <TABLE> <S> <C> 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% </TABLE> 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. <TABLE> <S> <C> Interest Rate Shock on Net Interest Margin Interest Rate Shock on Net Interest Income </TABLE> <TABLE> <CAPTION> Net Interest % Change to Rate Rate Cumulative % Change to Margin (Ratio) Flat Rate Direction Changes by Total ($000) Flat Rate - -------------- ----------- --------- ---------- ------------ ----------- <S> <C> <C> <C> <C> <C> 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% </TABLE> 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 <TABLE> <CAPTION> (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 - --------- ------------------- ----------------- ----------------------------- -------------------------------- <S> <C> <C> <C> <C> 8/1/05 to 8/31/05 1,000 $115 N/A N/A </TABLE> 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 <TABLE> <S> <C> 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 </TABLE> 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 <TABLE> <CAPTION> Ex. No. Description - ------- ----------------------------------------------------------------------- <S> <C> 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 </TABLE> 10