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 June 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 ________ Commision 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 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 July 27, 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- June 30, 2005, December 31, 2004 and June 30, 2004 1 Condensed Consolidated Statements of Net Income- Three Months and Six Months Ended June 30, 2005 and June 30, 2004 2 Condensed Consolidated Statements of Cash Flows- Six Months Ended June 30, 2005 and June 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 6-7 Item 4. Controls and Procedures 7 PART II. OTHER INFORMATION Item 1. Legal Proceedings 7 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7 Item 3. Defaults Upon Senior Securities 7 Item 4. Submission of Matters to a Vote of Security Holders 8-9 Item 5. Other Information 9 Item 6. Exhibits 9 Signatures 10 Certifications Under Section 302 Exhibit 32. Additional Exhibit - Certifications Under Section 906
ITEM 1 FINANCIAL STATEMENTS FARMERS & MERCHANTS BANCORP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands of dollars) June 30, December 31, June 30, 2005 2004 2004 ASSETS: Cash and due from banks $ 15,409 $ 15,026 $ 15,914 Interest bearing deposits with banks 4,948 9,230 1,237 Federal funds sold 0 0 0 Investment Securities: U.S. Treasury 4,841 4,852 2,899 U.S. Government 116,243 113,580 121,508 State & political obligations 55,318 54,647 52,783 All others 3,739 3,655 3,579 Loans and leases (Net of reserve for loan losses of $6,506, $6,814 and $7,800, respectively) 463,835 472,186 483,172 Bank premises and equipment-net 15,263 15,520 15,748 Accrued interest and other assets 14,451 13,817 15,473 --------- -------- --------- TOTAL ASSETS $ 694,047 $702,513 $ 712,313 ========= ======== ========= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Deposits: Noninterest bearing $ 49,913 $ 47,958 $ 47,256 Interest bearing 512,165 526,247 536,771 Federal funds purchased and securities sold under agreement to repurchase 23,902 22,852 25,698 Other borrowed money 21,539 21,964 23,885 Accrued interest and other liabilities 5,255 4,647 3,375 --------- -------- --------- Total Liabilities 612,774 623,668 636,985 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 69,024 65,956 63,073 Accumulated other comprehensive income (expense) (428) 212 (422) --------- -------- --------- Total Shareholders' Equity 81,273 78,845 75,328 LIABILITIES AND SHAREHOLDERS' EQUITY $ 694,047 $702,513 $ 712,313 ========= ======== ========= 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 Six Months Ended June 30, June 30, June 30, June 30, 2005 2004 2005 2004 INTEREST INCOME: Loans and leases $ 7,615 $ 7,757 $ 15,339 $ 15,492 Investment Securities: U.S. Treasury securities 32 4 67 31 Securities of U.S. Government agencies 965 1,043 1,897 2,020 Obligations of states and political subdivisions 508 504 1,012 1,014 Other 44 35 85 72 Federal funds - 15 1 32 Deposits in banks 42 7 91 10 ------- ------- -------- -------- Total Interest Income 9,206 9,365 18,492 18,671 INTEREST EXPENSE: Deposits 2,796 2,454 5,478 4,919 Borrowed funds 363 304 699 607 Total Interest Expense 3,159 2,758 6,177 5,526 NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 6,047 6,607 12,315 13,145 PROVISION FOR LOAN LOSSES (205) 375 (109) 791 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,252 6,232 12,424 12,354 OTHER INCOME: Service charges 978 539 1,665 1,064 Other 689 688 1,281 1,300 Net securities gains - 1 0 127 ------- ------- -------- -------- 1,667 1,228 2,946 2,491 OTHER EXPENSES: Salaries and wages 2,147 1,836 4,194 3,796 Pension and other employee benefits 564 549 1,100 1,047 Occupancy expense (net) 166 185 329 358 Other operating expenses 2,033 1,969 3,992 3,898 ------- ------- -------- -------- 4,910 4,539 9,615 9,099 ------- ------- -------- -------- INCOME BEFORE FEDERAL INCOME TAX 3,009 2,921 5,755 5,746 FEDERAL INCOME TAXES 803 879 1,515 1,700 ------- ------- -------- -------- NET INCOME 2,206 2,042 4,240 4,046 ======= ======= ======== ======== OTHER COMPREHENSIVE INCOME (NET OF TAX): Unrealized gains (losses) on securities 835 (2,857) (640) (2,405) COMPREHENSIVE INCOME (EXPENSE) $ 3,041 $ (815) $ 3,600 $ 1,641 NET INCOME PER SHARE (Based upon weighted average number of shares outstanding of 1,300,000) $ 1.70 $ 1.57 $ 3.26 $ 3.11 DIVIDENDS DECLARED $ 0.45 $ 0.45 $ 0.90 $ 0.90 See Notes to Condensed Consolidated Unaudited Financial Statements. 2
FARMERS & MERCHANTS BANCORP, INC. CONDENSED CONSOLIDATED STATMENTS OF CASH FLOWS (Unaudited) (in thousands of dollars) Six Months Ended June 30, 2005 June 30, 2004 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 4,240 $ 4,046 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization 604 688 Premium amortization 616 725 Discount amortization (54) (61) Provision for loan losses (109) 791 Provision (Benefit) for deferred income taxes 330 1,239 Loss on sale of fixed assets 33 73 Gain on sale of investment securities - (127) Changes in Operating Assets and Liabilities: Accrued interest receivable and other assets (634) 2,551 Accrued interest payable and other liabilities 736 (2,598) -------- -------- Net Cash Provided by Operating Activities 5,762 7,327 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (380) (635) Proceeds from sale of fixed assets - - Proceeds from maturities of investment securities: 15,114 28,798 Proceeds from sale of investment securities: - 10,500 Purchase of investment securities (20,053) (50,301) Net (increase) decrease in loans and leases 8,460 (3,624) -------- -------- Net Cash Provided (Used) by Investing Activities 3,141 (15,262) CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits (12,127) 8,961 Net change in short-term borrowings 1,050 (1,621) Increase in long-term borrowings - - Payments on long-term borrowings (425) (489) Payments of dividends (1,300) (1,300) -------- -------- Net Cash Provided (Used) by Financing Activities (12,802) 5,551 -------- -------- Net change in cash and cash equivalents (3,899) (2,384) Cash and cash equivalents - Beginning of year 24,256 19,535 -------- -------- CASH AND CASH EQUIVALENTS - END OF THE YEAR $ 20,357 $ 17,151 ======== ======== RECONCILIATION OF CASH AND CASH EQUIVALENTS: Cash and cash due from banks $ 15,409 $ 15,914 Interest bearing deposits 4,948 1,237 -------- -------- $ 20,357 $ 17,151 ======== ======== 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 six months ended June 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. Base 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 (ALL) 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 ALL 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. ALL includes a specific portion, a formula driven portion, and a general nonspecific portion. The collection and ultimate recovery of the book value of the collateral, in most cases, is beyond our control. 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 $3.4 million for the first half of the year. This increase was due to a decrease in loans and cash during the period. The portfolio held steady compared to a year ago when considering the change caused by the unrealized gain/loss market value adjustment. Loan demand remains sluggish and competition intense. The Company has also initiated tighter credit standards to improve asset quality. Year to date, a decrease of over $8.7 million in loan balances has occurred and a $20.6 million decrease over the last twelve month period. Growth occurred within the real estate portfolios, $6.2 million, while the commercial and consumer portfolios had large decreases of $21.5 and $6.5 million, respectively over the last twelve months. Overall, company asset growth continued its downward trend of the last few years, down approximately $8.5 million for the six months and down approximately $18.3 from a year ago, June 2004. Loan quality continues to strengthen - evidenced by the position of the provision and the past due ratios of the bank. The agricultural community has received some much needed rain but it remains too soon to judge the impact or estimate yields on the crops. Next quarter will have better indicators of the financial strength of this year's performance. The local economies of our communities appear to be improving though the Company has yet to see the change in loan demand. Future loan growth will need to come from both existing and new markets. The development of new markets becomes a priority though it requires a longer time table to establish. The deposit size of the Company has decreased $12.1 and $21.9 million for the last six and twelve months respectively. Non-interest bearing deposits have actually increased slightly while higher priced interest bearing deposits have decreased. The bank has offered various free checking programs which do not pay interest. As new money flows in, accompanied with the movement of existing customers, the noninterest bearing balances have grown. The Company has seen increased competition for public fund dollars and has had to adjust interest rates on specific products to offset or match offers from competitors. The Company has also had to add products and increase fees to lessen the negative impact of increased cost of funds on profitability. Overdraft Privilege was introduced in February and has been a very successful program for the Company in terms of both profitability and customer satisfaction. 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 $830,000 for the six months ended June 2005 compared to June 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 six months provisions for 2005 and 2004, a $900,000 decrease in expense has occurred. Service Charge revenue has increased $601,000 compared at six months ending June 05 versus June 04; the largest increase occurring in the last three months after Overdraft Privilege was introduced. With the improvement in these two areas, net income for the six months ending June 2005 was $4.24 million compared. to $4.05 million in June 2004. For the quarter ended June 30, 2005, unrealized gains on securities shows a positive gain of $835 thousand for the period. The yield curve on June 30, 2005 versus March 31, 2005 had lower rates in terms from a year or higher and specifically in the duration period of two years and longer. The Company's portfolio holdings in agencies and tax exempt municipals experienced an unrealized gain for the quarter as compared to March 31, 2005. The company continues to be well-capitalized as the capital ratios below show: Primary Ratio 12.63% Tier I Leverage Ratio 11.73% Risk Based Capital Tier 1 16.35% Total Risk Based Capital 17.60% Stockholders' Equity/Total Assets 11.71% 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. 6
ITEM 3 MARKET RISK (Continued) 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 - -------------- ----------- --------- ---------- ------------ ----------- 4.03% -1.228% Rising 3.000% 13,281 -2.670% 4.04% -0.898% Rising 2.000% 13,391 -1.863% 4.06% -0.581% Rising 1.000% 13,499 -1.071% 4.08% 0.000% Flat 0.000% 13,645 0.000% 4.16% 1.862% Falling -1.000% 13,975 2.419% 4.05% -0.773% Falling -2.000% 13,659 0.105% 3.85% -5.625% Falling -3.000% 13,025 -4.420% As the table shows, should rates increase as predicted, the bank's exposure to interest rate risk is minimal. To the extent that the bank has the ability not to instantly reprice the liability side of the balance sheet, the risk would decrease even more. The falling rate scenario shows the highest risk on a 300 basis point drop. With the Federal Reserve upward movement that occurred in June, this scenario seems most unlikely. As the balance sheet mix changes, the predicted net interest margin improves as compared to March 2005's interest rate shock table. 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 with the 25 basis point increases as the March 2005 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. ITEM 4 CONTROLS AND PROCEDURES As of June 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 June 30, 2005. There have been no significant changes in the Company's internal controls that occurred for the quarter ended June 30, 2005. PART II ITEM 1 LEGAL PROCEEDINGS None ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3 DEFAULTS UPON SENIOR SECURITIES None 7
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS The Annual Meeting of Shareholders of Farmers & Merchants Bancorp, Inc. was held on April 23, 2005. The following directors were elected to a new term of office: Dexter L. Benecke Anthony J. Rupp Jerry L Boyers David P. Rupp Jr. Joe E. Crossgrove James C. Saneholtz Steven A. Everhart Kevin J. Sauder Robert G. Frey Merle J. Short Jack C. Johnson Paul S. Siebenmorgen Dean E. Miller Steven J. Wyse Matters scheduled for consideration at this meeting were: 1. Increase the number of Authorized Common Shares 2. Eliminate Preemptive Rights 3. Revise the Supermajority Vote Provisions 4. Allow Future Amendments to the Articles of Incorporation by a Majority Vote 5. Technical Revisions to the Articles of Incorporation 6. Revise the Number of Directors 7. Classify the Board of Directors 8. Increase the Vote of Shareholders Required to Remove a Director 9. Adopt Advance Notice Procedures 10. Opt Out of the Control Share Acquisition Statute 11. Increase the Percentage Vote to Amend the Code of Regulations and Make Technical Revisions to the Code of Regulations 12. To elect fourteen (14) directors of the Corporation 13. Adopt a Long Term Incentive Plan; and 14. To transact such other business as may have properly come before the meeting or any adjournment thereof. The results of the voting on the proxy items (excluding item 12) are as follows: Issue For Against Passed - ----- ------ --------- ------ 1 705,693 239,202 2 506,706 438,189 3 506,365 438,530 4 497,348 447,547 5 526,255 418,640 6 503,742 441,153 7 558,758 386,137 8 469,992 474,903 9 521,846 423,049 10 486,882 458,013 11 498,048 446,847 13 517,368 427,527 X 8
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS (Continued) The results of the voting for the election of directors are as follows: Director For Withhold Authority -------- -------- ------------------ Dexter L. Benecke 944,895 0 Jerry L Boyers 925,145 19,750 Joe E. Crossgrove 944,610 285 Steven A. Everhart 944,895 0 Robert G. Frey 941,860 3,035 Jack C. Johnson 934,679 10,216 Dean E. Miller 944,895 0 Anthony J. Rupp 941,485 3,410 David P. Rupp Jr. 942,350 2,545 James C. Saneholtz 937,069 7,826 Kevin J. Sauder 937,759 7,136 Paul S. Siebenmorgen 930,500 14,395 Merle J. Short 937,853 7,042 Steven J. Wyse 937,046 7,849 ITEM 5 OTHER INFORMATION 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 Change in Control Agreement executed by and between the Company and James Burkhart on June 27, 2005, incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the Commission on July 20, 2005. 31.1 Rule 13-a-14(a) Certification-CEO 31.1 Rule 13-a-14(a) Certification-CFO 31.1 Rule 13-a-14(a) Certification-CEO 31.1 Rule 13-a-14(a) Certification-CFO ' 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: July 28, 2005 By: /s/ Paul S. Siebenmorgen Paul S. Siebenmorgen President and CEO Date: July 28, 2005 By: /s/ Barbara J. Britenriker Barbara J. Britenriker Exec. Vice-President and CFO 10
EXHIBIT INDEX No. DESCRIPTION - --- ----------- 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
Exhibit 31.1 CERTIFICATIONS I, Paul S. Siebenmorgen, President and CEO of Farmers & Merchants Bancorp, Inc., certify that: 1 I have reviewed this quarterly report on Form 10-Q of Farmers & Merchants Bancorp, Inc.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3 Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4 The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-(e)) and internal control over financial reporting (as defined in the Exchange Acts Rules 13a-15(f) and 15d-15(f) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5 The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 28, 2005 /s/ Paul S. Siebenmorgen ------------------------ Paul S. Siebenmorgen President and Chief Executive Officer
Exhibit 31.2 CERTIFICATIONS I, Barbara J. Britenriker, Executive Vice-President and CFO of Farmers & Merchants Bancorp, Inc., certify that: 1 I have reviewed this quarterly report on Form 10-Q of Farmers & Merchants Bancorp, Inc.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3 Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4 The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-(e)) and internal control over financial reporting (as defined in the Exchange Acts Rules 13a-15(f) and 15d-15(f) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5 The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 28, 2005 /s/ Barbara J. Britenriker -------------------------- Barbara J. Britenriker Executive Vice President and Chief Financial Officer
Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Quarterly Report of Farmers & Merchants Bancorp, Inc. on Form 10-Q for the period ending June 30, 2005, as filed with the Securities and Exchange Commission ("the report"), I, Paul S. Siebenmorgen, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Farmers & Merchants Bancorp, Inc. as of the dates and for the periods expressed in the Report. Date: July 28, 2005 /s/ Paul S. Siebenmorgen ----------------------------------- Paul S. Siebenmorgen, President and Chief Executive Officer
Exhibit 32.2 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Quarterly Report of Farmers & Merchants Bancorp, Inc. on Form 10-Q for the period ending June 30, 2005, as filed with the Securities and Exchange Commission ("the report"), I, Barbara J. Britenriker, Exec. Vice-President and Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Farmers & Merchants Bancorp, Inc. as of the dates and for the periods expressed in the Report. Date: July 28, 2005 /s/ Barbara J. Britenriker ------------------------------------------- Barbara J. Britenriker, Exec. Vice President and Chief Financial Officer