8-K
FARMERS & MERCHANTS BANCORP INC NASDAQ false 0000792966 0000792966 2021-10-01 2021-10-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 1, 2021

 

 

Farmers & Merchants Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ohio   001-38084   34-1469491

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

307 North Defiance Street, Archbold, Ohio   43502
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code (419) 446-2501

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of Each Exchange

Common Stock, No Par Value   FMAO   NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01.

Other Events.

On October 1, 2021, Farmers & Merchants Bancorp, Inc. (the “Company”) announced its completion of the acquisition of Perpetual Federal Savings Bank (“PFSB”), as a result of the merger of PFSB with and into The Farmers & Merchants State Bank, the Company’s wholly owned subsidiary bank. PFSB reported balance sheet assets of approximately $395 million at June 30, 2021. Following the acquisition, the assets of the Company total approximately $2.6 billion.

 

Item 9.01.

Financial Statements and Exhibits

 

  (d)

Exhibits

The following exhibits are furnished herewith:

 

Exhibit
Number
  

Exhibit Description

99.1    Press release, dated October 1, 2021, announcing the consummation of the acquisition of Perpetual Federal Savings Bank.
104    The Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto authorized.

 

      FARMERS & MERCHANTS BANCORP, INC.
      (Registrant)

Dated: October 1, 2021

     

/s/ Lars B. Eller

      Lars B. Eller
      President & Chief Executive Officer

Dated: October 1, 2021

     

/s/ Barbara J. Britenriker

      Barbara J. Britenriker
      Executive Vice President & Chief Financial Officer

 

3

EX-99.1

Exhibit 99.1

Company Press Release dated October 1, 2021


LOGO

 

Post Office Box 216

307 North Defiance Street

Archbold, Ohio 43502

   NEWS RELEASE

 

Farmers & Merchants Contacts   
Company Contact:    Investor and Media Contact:

Lars B. Eller

President and Chief Executive Officer Farmers & Merchants Bancorp, Inc.

(419) 446-2501

leller@fm.bank

  

Andrew M. Berger

Managing Director

SM Berger & Company, Inc.

(216) 464-6400

andrew@smberger.com

Farmers & Merchants Bancorp, Inc. Announces Completion of the

Perpetual Federal Savings Bank Acquisition

ARCHBOLD, OHIO, October 1, 2021, Farmers & Merchants Bancorp, Inc. (“F&M”, “FMAO”, or the “Company”) (Nasdaq: FMAO), the holding company for Farmers & Merchants State Bank, announced today that it has completed the acquisition of Perpetual Federal Savings Bank, Inc. (“PFSB”).    

Lars Eller, President and CEO of F&M, stated, “I am excited to close our third acquisition in the last 12 months. PFSB expands our presence within compelling Ohio markets including Urbana, Dayton, and Sidney, with significant potential for customer growth between Findlay and Urbana. We are excited to bring our relationship driven banking experience and wide range of financial services to PFSB customers. On behalf of everyone at the Company, we are pleased to welcome the customers and employees of PFSB to F&M.”

F&M now operates 31 full-service offices with total deposits of $2.23 billion and total loans of $1.81 billion. With the addition of PFSB, F&M has total assets of approximately $2.64 billion, and provides financial services through its offices within Ohio and Indiana, as well as LPOs in Ohio, Indiana, and Michigan.

PFSB branch signage will transition to Farmers & Merchants State Bank on October 4, 2021 and the system conversion will occur on October 18, 2021.

About Farmers & Merchants State Bank:

The Farmers & Merchants State Bank is a local independent community bank that has been serving Northwest Ohio and Northeast Indiana since 1897. The Farmers & Merchants State Bank provides commercial banking, retail banking and other financial services. Our locations are in Champaign, Fulton, Defiance, Hancock, Henry, Lucas, Williams, and Wood counties in Western Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, and Steuben counties.

Safe harbor statement

Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future


interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.