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

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On November 17, 2023, Eide Bailly LLP (“Eide Bailly”) notified Farmers & Merchants Bancorp (“the Company”) that Eide Bailly has made a decision to exit the financial institution portion of its SEC audit practice, and therefore will decline to stand for reappointment as the Company’s independent registered public accounting firm for the year ending December 31, 2024. This decision by Eide Bailly was made for reasons unrelated to the Company.

 

Eide Bailly will continue to complete the audit of the financial statements for the year ending December 31, 2023 in accordance with the previously signed engagement letter. The Company has already begun the proposal process for a new accounting firm and anticipates engaging a new accounting firm in time for the review of the Company’s interim financial statements for the quarter ending March 31, 2024. If the Company has not completed the engagement of a new accounting firm by February 29, 2024, Eide Bailly has agreed to perform the review of the Company’s interim financial statements for the quarter ended March 31, 2024.

 

The audit report of Eide Bailly on the Company’s consolidated financial statements as of and for the year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the year ended December 31, 2022, and subsequent interim periods through the date hereof, there have been no disagreements with Eide Bailly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Eide Bailly, would have caused Eide Bailly to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.

 

During the two most recent fiscal years ended December 31, 2022 and subsequent interim periods through the date hereof, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided Eide Bailly with a copy of this Form 8-K and requested that Eide Bailly furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees or not with the statements made by the Company herein.  Eide Bailly provided a copy of their letter dated November 20, 2023 stating they agree with the statements herein a copy of which is attached as Exhibit 16.1 to this Form 8-K.

 

(d)	The following exhibit is furnished as part of this Report.

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.

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