0001140361-16-073234.txt : 20160725 0001140361-16-073234.hdr.sgml : 20160725 20160725162507 ACCESSION NUMBER: 0001140361-16-073234 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160725 DATE AS OF CHANGE: 20160725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS & MERCHANTS BANCORP CENTRAL INDEX KEY: 0001085913 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943327828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26099 FILM NUMBER: 161782322 BUSINESS ADDRESS: STREET 1: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 BUSINESS PHONE: 2093672411 MAIL ADDRESS: STREET 1: FARMERS AND MERCHANTS BANCORP STREET 2: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS & MERCHANTS BANCORP CENTRAL INDEX KEY: 0001085913 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943327828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 BUSINESS PHONE: 2093672411 MAIL ADDRESS: STREET 1: FARMERS AND MERCHANTS BANCORP STREET 2: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 425 1 form8k.htm FARMERS & MERCHANTS BANCORP 8-K 7-25-2016

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

July 25, 2016

(Date of earliest event reported)

Farmers & Merchants Bancorp

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000 – 26099		94-3327828
(Commission File Number)		(IRS Employer Identification No.)

111 West Pine Street, Lodi, California 95240

(Address of principal executive offices) (Zip Code)

(209) 367-2300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changes 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:

☒	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))

Item 2.02 -

Results of Operations and Financial Condition

On July 25, 2016, Farmers & Merchants Bancorp issued a press release concerning financial results for the second quarter and year-to-date ending June 30, 2016, a copy of which is included as Exhibit 99 and incorporated herein by reference.

Item 8.01 -

Other Events

Item 9.01 -

Financial Statements and Exhibits

(c)	Exhibits:

	99	Press release concerning financial results for the second quarter and year-to-date ending June 30, 2016.

SIGNATURE

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 duly authorized.

	FARMERS & MERCHANTS BANCORP

	By	/s/ Stephen W. Haley

		Stephen W. Haley
		Executive Vice President
		& Chief Financial Officer

Date: July 25, 2016

EX-99 2 ex99.htm EXHIBIT 99

Exhibit 99

Farmers & Merchants Bancorp

Reports Record Second Quarter and

Year-to-Date Earnings

Farmers & Merchants Bancorp (OTCQX: FMCB) announced record net income for second quarter and year-to-date 2016.

For the quarter ending June 30, 2016, Farmers & Merchants Bancorp reported net income of $7.3 million, an 8.6% increase from net income of $6.7 million earned in second quarter of 2015. Earnings per share of common stock for the quarter were $9.25, up from $8.59 in the same period in 2015. Net interest income for the quarter ending June 30, 2016, was $23.4 million, up 11.7% from the same quarter in 2015. Return on average assets for the second quarter of 2016 was 1.14%, and return on average equity was 11.14%. Total assets at quarter-end were $2.7 billion, up 9.5% from the second quarter of 2015. Total loans and leases outstanding reached $2.1 billion, an increase of 13.7%, and total deposits of $2.3 billion increased 7.6% from the prior year. The Company’s loan quality remained strong with non-performing loans as of June 30, 2016, totaling only 0.11% of total loans. In addition, the Company’s allowance for credit losses was $44.1 million, or 2.13% of total loans and leases. The Company’s tier 1 leverage capital ratio was 10.52% at June 30, 2016, and the total capital ratio was 12.50%, resulting in the highest possible regulatory classification of “well capitalized.”

For the six-month period ending June 30, 2016, net income was $14.5 million, up 10.3% from the prior year, and earnings per share of common stock outstanding were $18.31, up from $16.74 in 2015. Net interest income increased to $46.5 million for the six-month period in 2016, up 12.2% from the same period in 2015. For the first six months, return on average assets was 1.12%, and return on average equity was 11.13%.

Kent Steinwert, Farmers & Merchants Bancorp’s Chairman, President and Chief Executive Officer, stated, “We are very pleased with the Company’s continuing strong performance in the second quarter of 2016, particularly given that we have begun to incur expenses in connection with our recently announced acquisition of Delta National Bancorp and its subsidiary Delta Bank, N.A. The Delta transaction is scheduled to close in the 4^th quarter of 2016. We remain positive in our outlook for the second half of 2016 as continuing growth should be supported by our acquisition of Delta, and what appear to be signs of a strengthening economy in the Central Valley.”

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About Farmers & Merchants Bancorp

Farmers & Merchants Bancorp is the parent company of Farmers & Merchants Bank of Central California, also known as F&M Bank. Founded in 1916, F&M Bank is a locally owned and operated community bank which proudly serves California through 24 convenient locations. The Bank recently expanded into the Bay Area with new full service branches in Walnut Creek and Concord. The FDIC awarded F&M Bank the highest possible rating of "Outstanding" in their CRA Evaluation, and the Bank has received BauerFinancial’s highest, five-star rating for 24 consecutive years, longer than any other commercial bank in the State of California. The Bank offers a full complement of loan, deposit, equipment leasing, and treasury management products to businesses, as well as a full suite of consumer banking products. For more information about Farmers & Merchants Bancorp and F&M Bank visit www.fmbonline.com.

Forward-Looking Statement

Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to, loan production, balance sheet management, levels of net interest margin, the ability to control costs and expenses, interest rate changes, the competitive environment, financial and regulatory policies of the United States government, ongoing drought conditions in California and general economic conditions. Additional information on these and other factors that could affect financial results are included in our Securities and Exchange Commission filings. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments.