FARMERS & MERCHANTS BANCORP (Form: 10-Q, Received: 08/09/2019 11:27:23)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐ 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: 000-26099

FARMERS & MERCHANTS BANCORP

(Exact name of registrant as specified in its charter)

Delaware		94-3327828
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

111 W. Pine Street, Lodi, California		95240
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (209) 367-2300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller Reporting Company ☐
	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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock		FMCB		OTCQX

Number of shares of common stock of the registrant 787,307 outstanding as of July 31, 2019.

FARMERS & MERCHANTS BANCORP

10-Q

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION			Page

	Item 1 - Financial Statements

		Consolidated Balance Sheets (Unaudited) as of June 30, 2019, December 31, 2018 and June 30, 2018	3

		Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June 30, 2019 and 2018	4

		Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2019 and 2018	5

		Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Six Months Ended June 30, 2019 and 2018	6

		Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2019 and 2018	7

		Notes to the Consolidated Financial Statements (Unaudited)	8

	Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		36

	Item 3 - Quantitative and Qualitative Disclosures About Market Risk		56

	Item 4 - Controls and Procedures		58

PART II. - OTHER INFORMATION

	Item 1 - Legal Proceedings		59

	Item 1A – Risk Factors		59

	Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		59

	Item 3 - Defaults Upon Senior Securities		59

	Item 4 – Mine Safety Disclosures		60

	Item 5 - Other Information		60

	Item 6 - Exhibits		60

Signatures			61

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

FARMERS & MERCHANTS BANCORP

Consolidated Balance Sheets (Unaudited)

(in thousands except share data)
	June 30, 2019		December 31, 2018			June 30, 2018
Assets
Cash and Cash Equivalents:
Cash and Due from Banks	$	64,476	$	61,058		$	51,491
Interest Bearing Deposits with Banks		50,241		84,506			55,408
Total Cash and Cash Equivalents		114,717		145,564			106,899

Investment Securities:
Available-for-Sale		488,093		495,396			450,174
Held-to-Maturity		60,310		53,566			52,210
Total Investment Securities		548,403		548,962			502,384

Loans & Leases:		2,598,898		2,571,241			2,344,448
Less: Allowance for Credit Losses		55,125		55,266			51,137
Loans & Leases, Net		2,543,773		2,515,975			2,293,311

Premises and Equipment, Net		31,864		32,623			29,254
Bank Owned Life Insurance		66,114		65,117			60,495
Interest Receivable and Other Assets		129,929		126,002			105,480
Total Assets	$	3,434,800	$	3,434,243		$	3,097,823

Liabilities
Deposits:
Demand	$	949,817	$	974,756		$	815,575
Interest Bearing Transaction		656,211		694,384			603,494
Savings and Money Market		899,741		903,665			812,083
Time		519,507		490,027			466,121
Total Deposits		3,025,276		3,062,832			2,697,273

Subordinated Debentures		10,310		10,310			10,310
Interest Payable and Other Liabilities		57,705		49,886			74,748
Total Liabilities		3,093,291		3,123,028			2,782,331

Shareholders’ Equity
Preferred Stock: No Par Value, 1,000,000 Shares Authorized, None Issued or Outstanding		-		-			-
Common Stock: Par Value $0.01, 7,500,000 Shares Authorized, 787,307, 783,721, and 821,073 Shares Issued and Outstanding at June 30, 2019, December 31, 2018 and June 30, 2018, Respectively		8		8			8
Additional Paid-In Capital		75,538		72,974			99,192
Retained Earnings		263,325		241,221			221,671
Accumulated Other Comprehensive Income (Loss)		2,638		(2,988	)		(5,379	)
Total Shareholders’ Equity		341,509		311,215			315,492
Total Liabilities and Shareholders’ Equity	$	3,434,800	$	3,434,243		$	3,097,823

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

FARMERS & MERCHANTS BANCORP

Consolidated Statements of Income (Unaudited)

(in thousands except per share data)	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Interest Income
Interest and Fees on Loans & Leases	$	34,716	$	28,927		$	67,893	$	55,971
Interest on Deposits with Banks		1,161		514			2,286		1,099
Interest on Investment Securities:
Taxable		2,244		2,315			4,671		4,696
Exempt from Federal Tax		505		405			949		823
Total Interest Income		38,626		32,161			75,799		62,589

Interest Expense
Deposits		3,112		1,529			5,933		2,934
Subordinated Debentures		141		131			286		248
Total Interest Expense		3,253		1,660			6,219		3,182

Net Interest Income		35,373		30,501			69,580		59,407
Provision for Credit Losses		200		500			200		833
Net Interest Income After Provision for Credit Losses		35,173		30,001			69,380		58,574

Non-Interest Income
Service Charges on Deposit Accounts		901		842			1,777		1,659
Net (Loss) on Sale of Investment Securities		-		(1,330	)		-		(1,330	)
Increase in Cash Surrender Value of Bank Owned Life Insurance		505		460			997		912
Debit Card and ATM Fees		1,291		1,096			2,468		2,112
Net Gain on Deferred Compensation Investments		818		407			1,863		1,189
Other		885		808			1,759		2,406
Total Non-Interest Income		4,400		2,283			8,864		6,948

Non-Interest Expense
Salaries and Employee Benefits		13,439		11,653			26,863		25,180
Net Gain on Deferred Compensation Investments		818		407			1,863		1,189
Occupancy		1,014		907			2,054		1,849
Equipment		1,176		1,018			2,353		2,041
Marketing		233		390			613		719
Legal		851		852			1,720		1,292
FDIC Insurance		230		227			471		466
Other		2,804		2,691			5,073		5,345
Total Non-Interest Expense		20,565		18,145			41,010		38,081

Income Before Provision for Income Taxes		19,008		14,139			37,234		27,441
Provision for Income Taxes		4,903		3,589			9,580		6,950
Net Income	$	14,105	$	10,550		$	27,654	$	20,491
Basic and Diluted Earnings Per Common Share	$	17.92	$	12.90		$	35.19	$	25.14

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

FARMERS & MERCHANTS BANCORP

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net Income	$	14,105		$	10,550		$	27,654		$	20,491

Other Comprehensive Income
Increase in Net Unrealized Gain (Loss) on Available-for-Sale Securities		3,741			(2,519	)		7,987			(7,807	)
Deferred Tax (Expense) Benefit Related to net Unrealized Gains (loss)		(1,105	)		757			(2,361	)		2,320
Reclassification Adjustment for Realized Losses (Gains) on Available-for-Sale Securities Included in Net Income		-			1,330			-			1,330
Deferred Tax (Expense) Benefit Related to Reclassification Adjustment		-			(405	)		-			(405	)
Total Other Comprehensive Income (Loss)		2,636			(837	)		5,626			(4,562	)
Comprehensive Income	$	16,741		$	9,713		$	33,280		$	15,929

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

FARMERS & MERCHANTS BANCORP

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

For the three and six months ended June 30, 2019 and 2018
(in thousands except share data)	Common Shares Outstanding		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive (Loss) Income, net			Total Shareholders’ Equity
	Three Months Ended June 30, 2019
Balance, April 1, 2019		787,307	$	8	$	75,538	$	254,770		$	2		$	330,318
Net Income						-		14,105			-			14,105
Cash Dividends Declared on														-
Common Stock ($7.05 per share)				-		-		(5,550	)		-			(5,550	)
Issuance of Common Stock		-		-		-		-			-			-
Change in Net Unrealized Loss on Securities Available-for-Sale, net of tax				-		-		-			2,636			2,636
Balance, June 30, 2019		787,307	$	8	$	75,538	$	263,325		$	2,638		$	341,509

	Three Months Ended June 30, 2018
Balance, April 1, 2018		812,304	$	8	$	93,624	$	216,786		$	(4,542	)	$	305,876
Net Income						-		10,550			-			10,550
Cash Dividends Declared on														-
Common Stock ($6.90 per share)				-		-		(5,665	)		-			(5,665	)
Issuance of Common Stock		8,769		-		5,568		-			-			5,568
Change in Net Unrealized Loss on Securities Available-for-Sale, net of tax				-		-		-			(837	)		(837	)
Balance, June 30, 2018		821,073	$	8	$	99,192	$	221,671		$	(5,379	)	$	315,492

	Six Months Ended June 30, 2019
Balance, January 1, 2019		783,721	$	8	$	72,974	$	241,221		$	(2,988	)	$	311,215
Net Income						-		27,654			-			27,654
Cash Dividends Declared on														-
Common Stock ($7.05 per share)				-		-		(5,550	)		-			(5,550	)
Issuance of Common Stock		3,586		-		2,564		-			-			2,564
Change in Net Unrealized Loss on Securities Available-for-Sale, net of tax				-		-		-			5,626			5,626
Balance, June 30, 2019		787,307	$	8	$	75,538	$	263,325		$	2,638		$	341,509

	Six Months Ended June 30, 2018
Balance, January 1, 2018		812,304	$	8	$	93,624	$	206,845		$	(817	)	$	299,660
Net Income						-		20,491			-			20,491
Cash Dividends Declared on														-
Common Stock ($6.90 per share)				-		-		(5,665	)		-			(5,665	)
Issuance of Common Stock		8,769		-		5,568		-			-			5,568
Change in Net Unrealized Loss on Securities Available-for-Sale, net of tax				-		-		-			(4,562	)		(4,562	)
Balance, June 30, 2018		821,073	$	8	$	99,192	$	221,671		$	(5,379	)	$	315,492

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

FARMERS & MERCHANTS BANCORP

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended
(in thousands)	June 30, 2019			June 30, 2018
Operating Activities:
Net Income	$	27,654		$	20,491
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Provision for Credit Losses		200			833
Depreciation and Amortization		1,387			1,155
Net Amortization of Investment Security Premiums & Discounts		222			568
Amortization of Core Deposit Intangible		319			54
Accretion of Discount on Acquired Loans		(6	)		(87	)
Net Loss on Sale of Investment Securities		-			1,330
Net (Gain) on Sale of Property & Equipment		-			(292	)
Earnings from Equity Investment		-			(164	)
Dividends from Equity Investment		-			63
Net Change in Operating Assets & Liabilities:
Net Decrease in Interest Receivable and Other Assets		810			218
Net Increase in Interest Payable and Other Liabilities		4,175			1,788
Net Cash Provided by Operating Activities		34,761			25,957
Investing Activities:
Purchase of Investment Securities Available-for-Sale		(316,054	)		(169,467	)
Proceeds from Sold, Matured or Called Securities Available-for-Sale		330,902			227,072
Purchase of Investment Securities Held-to-Maturity		(11,606	)		(2,770	)
Proceeds from Matured or Called Securities Held-to-Maturity		4,823			4,990
Net Loans & Leases Paid, Originated or Acquired		(28,069	)		(129,154	)
Principal Collected on Loans & Leases Previously Charged Off		77			50
Additions to Premises and Equipment		(628	)		(2,497	)
Purchase of Other Investments		(1,947	)		(3,794	)
Proceeds from Sale of Property & Equipment		-			983
Net Cash Used in Investing Activities		(22,502	)		(74,587	)
Financing Activities:
Net Decrease in Deposits		(37,556	)		(25,955	)
Cash Dividends		(5,550	)		(5,665	)
Net Cash Used in Financing Activities		(43,106	)		(31,620	)
Decrease in Cash and Cash Equivalents		(30,847	)		(80,250	)
Cash and Cash Equivalents at Beginning of Period		145,564			187,149
Cash and Cash Equivalents at End of Period	$	114,717		$	106,899
Supplementary Data
Cash Payments Made for Income Taxes	$	4,631		$	3,051
Issuance of Common Stock to the Bank’s Non-Qualified Retirement Plans	$	2,564		$	5,568
Interest Paid	$	5,109		$	3,492

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Significant Accounting Policies

Farmers & Merchants Bancorp (the “Company”) was organized March 10, 1999. Primary operations are related to traditional banking activities through its subsidiary Farmers & Merchants Bank of Central California (the “Bank”) which was established in 1916. The Bank’s wholly owned subsidiaries include Farmers & Merchants Investment Corporation and Farmers/Merchants Corp. Farmers & Merchants Investment Corporation has been dormant since 1991. Farmers/Merchants Corp. acts as trustee on deeds of trust originated by the Bank.

The Company’s other wholly owned subsidiaries include F & M Bancorp, Inc. and FMCB Statutory Trust I. F & M Bancorp, Inc. was created in March 2002 to protect the name F & M Bank. During 2002, the Company completed a fictitious name filing in California to begin using the streamlined name “F & M Bank” as part of a larger effort to enhance the Company’s image and build brand name recognition. In December 2003, the Company formed a wholly owned subsidiary, FMCB Statutory Trust I, for the sole purpose of issuing Trust Preferred Securities and related subordinated debentures, in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). FMCB Statutory Trust I is a non-consolidated subsidiary.

On October 10, 2018, Farmers & Merchants Bancorp completed the acquisition of the Bank of Rio Vista, headquartered in Rio Vista, California, a locally owned and operated community bank established in 1904. As of the acquisition date, Bank of Rio Vista had approximately $217.5 million in assets and three branch locations in the communities of Rio Vista, Walnut Grove, and Lodi. At the effective time of the acquisition, Bank of Rio Vista was merged into Farmers & Merchants Bank of Central California.

The accounting and reporting policies of the Company conform to U.S. GAAP and prevailing practice within the banking industry. The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements.

Basis of Presentation

The accompanying consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America for financial information.

The accompanying consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries, F & M Bancorp, Inc. and the Bank, along with the Bank’s wholly owned subsidiaries, Farmers & Merchants Investment Corporation and Farmers/Merchants Corp. Significant inter-company transactions have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and accompanying notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of Management, the unaudited consolidated financial statements reflect all adjustments, which are necessary for a fair presentation of the consolidated financial position, the results of operations, changes in comprehensive income, changes in stockholders’ equity, and cash flows for the periods presented. All material intercompany transactions have been eliminated. The results of these interim periods may not be indicative of the results for the full year or for any other period. Actual results could differ from these estimates. See “Financial Condition – Critical Accounting Policies and Estimates” in the Company’s 2018 Annual Report to Shareholders on Form 10-K.

Certain amounts in the prior years’ financial statements and related footnote disclosures have been reclassified to conform to the current-year presentation. These reclassifications had no effect on previously reported net income or total shareholders’ equity.

Table of Contents

New Accounting Changes

The FASB issued guidance in February 2016, with amendments in 2018 and 2019, which changed the accounting for leases. The guidance requires lessees to recognize right-of-use (ROU) assets and lease liabilities for most leases where we are the lessee in the Consolidated Statement of Financial Position. The guidance also made some changes to lessor accounting, including the elimination of the use of third-party residual value guarantee insurance in the lease classification test, and overall aligns with the new revenue recognition guidance. The guidance also requires qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 provides for a modified retrospective transition approach requiring lessees to recognize and measure leases on the consolidated balance sheet at the beginning of either the earliest period presented or as of the beginning of the period of adoption with the option to elect certain practical expedients. The Company elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs (IDC’s). From a lessor perspective, the changes in lease termination guidance, IDC and removal of third-party residual value guarantee insurance in the lease classification test did not have a material impact on the consolidated financial results. We adopted ASU No. 2016-02 Leases (Topic 842) , as of January 1, 2019, using the cumulative effect transition approach. The cumulative effect transition approach provides a method for recording existing leases at adoption and not restated comparative periods; rather the effect of the change is recorded at the beginning of the year of adoption. The Company elected the ASU’s package of three practical expedients, which allowed the Company to forego a reassessment of (i) whether any expired or existing contracts contain leases, (ii) the lease classification for any expired or existing leases and (iii) the initial direct costs for any existing leases. The Company elected the option not to separate lease and non-lease components and instead to account for them as a single lease component and the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of right-of-use assets.

The Company has several lease agreements, such as branch locations, which are considered operating leases, and therefore, were not previously recognized on the Company’s consolidated statements of condition. The new guidance requires these lease agreements to be recognized as a right-of-use asset and corresponding lease liability.

Our operating leases relate primarily to office space and bank branches. As a result of implementing ASU 2016-02, we recognized an operating lease right-of-use (“ROU”) asset of $4.73 million and an operating lease liability of $4.73 million on January 1, 2019, with no impact on our consolidated statement of income or consolidated statement of cash flows compared to the prior lease accounting model. The ROU asset and operating lease liability are recorded in other assets and other liabilities, respectively, in the consolidated balance sheets. See Note 7 – “Leases” for additional information.

Cash and Cash Equivalents

For purposes of the Consolidated Statements of Cash Flows, the Company has defined cash and cash equivalents as those amounts included in the balance sheet captions Cash and Due from Banks, Interest Bearing Deposits with Banks, Federal Funds Sold which have maturity dates of 3 months or less. For these instruments, the carrying amount is a reasonable estimate of fair value.

Investment Securities

Investment securities are debt securities classified at the time of purchase as held-to-maturity (“HTM”) if it is management’s intent and the Company has the ability to hold the securities until maturity. These securities are carried at cost, adjusted for amortization of premium and accretion of discount using a level yield of interest over the estimated remaining period until maturity. Losses, reflecting a decline in value judged by the Company to be other than temporary, are recognized in the period in which they occur.

Debt securities are classified as available-for-sale (“AFS”) if it is management’s intent, at the time of purchase, to hold the securities for an indefinite period of time and/or to use the securities as part of the Company’s asset/liability management strategy. These securities are reported at fair value with aggregate unrealized gains or losses excluded from income and included as a separate component of shareholders’ equity, net of related income taxes. Fair values are based on quoted market prices or broker/dealer price quotations on a specific identification basis. Gains or losses on the sale of these securities are computed using the specific identification method.

Trading debt securities, if any, are acquired for short-term appreciation and are recorded in a trading portfolio and are carried at fair value, with unrealized gains and losses recorded in non-interest income.

Table of Contents

Management evaluates debt securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For debt securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement; and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

Equity securities are carried at fair value with the entire amount of a market adjustment recognized through earnings.

Securities Sold Under Agreement to Repurchase

Securities Sold Under Agreement to Repurchase are used as secured borrowing alternatives to FHLB Advances or FRB Borrowings.

Loans & Leases

Loans & leases are reported at the principal amount outstanding net of unearned discounts and deferred loan & lease fees and costs. Interest income on loans & leases is accrued daily on the outstanding balances using the simple interest method. Loan & lease origination fees are deferred and recognized over the contractual life of the loan or lease as an adjustment to the yield. Loans & leases are placed on non-accrual status when the collection of principal or interest is in doubt or when they become past due for 90 days or more unless they are both well-secured and in the process of collection. For this purpose, a loan or lease is considered well-secured if it is collateralized by property having a net realizable value in excess of the amount of the loan or lease or is guaranteed by a financially capable party. When a loan or lease is placed on non-accrual status, the accrued and unpaid interest receivable is reversed and charged against current income; thereafter, interest income is recognized only as it is collected in cash. Additionally, cash would be applied to principal if all principal was not expected to be collected. Loans & leases placed on non-accrual status are returned to accrual status when the loans or leases are paid current as to principal and interest and future payments are expected to be made in accordance with the contractual terms of the loan or lease.

A loan or lease is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement. Impaired loans & leases are either: (1) non-accrual loans & leases; or (2) restructured loans & leases that are still accruing interest. Loans or leases determined to be impaired are individually evaluated for impairment. When a loan or lease is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan or lease’s effective interest rate, except that as a practical expedient, it may measure impairment based on a loan or lease’s observable market price, or the fair value of the collateral if the loan or lease is collateral dependent. A loan or lease is collateral dependent if the repayment of the loan or lease is expected to be provided solely by the underlying collateral.

A restructuring of a loan or lease constitutes a troubled debt restructuring (TDR) if the Company for economic or legal reasons related to the borrower’s (the term “borrower” is used herein to describe a customer who has entered into either a loan or lease transaction) financial difficulties grants a concession to the borrower that it would not otherwise consider. Restructured loans & leases typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. If the restructured loan or lease was current on all payments at the time of restructure and management reasonably expects the borrower will continue to perform after the restructure, management may keep the loan or lease on accrual. Loans & leases that are on nonaccrual status at the time they become TDR, remain on nonaccrual status until the borrower demonstrates a sustained period of performance, which the Company generally believes to be six consecutive months of payments, or equivalent. A loan or lease can be removed from TDR status if it was restructured at a market rate in a prior calendar year and is currently in compliance with its modified terms. However, these loans or leases continue to be classified as impaired and are individually evaluated for impairment as described above.

Table of Contents

Generally, the Company will not restructure loans or leases for borrowers unless: (1) the existing loan or lease is brought current as to principal and interest payments; and (2) the restructured loan or lease can be underwritten to reasonable underwriting standards. If these standards are not met other actions will be pursued (e.g., foreclosure) to collect outstanding loan or lease amounts. After restructure, a determination is made whether the loan or lease will be kept on accrual status based upon the underwriting and historical performance of the restructured credit.

Allowance for Credit Losses

The allowance for credit losses is an estimate of probable incurred credit losses inherent in the Company’s loan & lease portfolio as of the balance sheet date. The allowance is established through a provision for credit losses, which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan & lease growth. Credit exposures determined to be uncollectible are charged against the allowance. Cash received on previously charged off amounts is recorded as a recovery to the allowance. The overall allowance consists of three primary components: specific reserves related to impaired loans & leases; general reserves for inherent losses related to loans & leases that are not impaired; and an unallocated component that takes into account the imprecision in estimating and allocating allowance balances associated with macro factors.

The determination of the general reserve for loans & leases that are collectively evaluated for impairment is based on estimates made by management, to include, but not limited to, consideration of historical losses by portfolio segment, internal asset classifications, qualitative factors that include economic trends in the Company’s service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Company’s underwriting policies, the character of the loan & lease portfolio, and probable losses inherent in the portfolio taken as a whole.

The Company maintains a separate allowance for each portfolio segment (loan & lease type). These portfolio segments include: (1) commercial real estate; (2) agricultural real estate; (3) real estate construction (including land and development loans); (4) residential 1 ^st mortgages; (5) home equity lines and loans; (6) agricultural; (7) commercial; (8) consumer and other; and (9) equipment leases. The allowance for credit losses attributable to each portfolio segment, which includes both individually evaluated impaired loans & leases and loans & leases that are collectively evaluated for impairment, is combined to determine the Company’s overall allowance, which is included on the consolidated balance sheet.

Pass – A pass loan or lease is a strong credit with no existing or known potential weaknesses deserving of management’s close attention.

Special Mention – A special mention loan or lease has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in the Company’s credit position at some future date. Special mention loans & leases are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard – A substandard loan or lease is not adequately protected by the current financial condition and paying capacity of the borrower or the value of the collateral pledged, if any. Loans or leases classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well-defined weaknesses include a project’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project’s failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Table of Contents

Doubtful – Loans or leases classified doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently known facts, conditions and values, highly questionable or improbable.

Loss – Loans or leases classified as loss are considered uncollectible. Once a loan or lease becomes delinquent and repayment becomes questionable, the Company will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If this is not forthcoming and payment in full is unlikely, the Company will estimate its probable loss and immediately charge-off some or all of the balance.

The general reserve component of the allowance for credit losses also consists of reserve factors that are based on management’s assessment of the following for each portfolio segment: (1) inherent credit risk; (2) historical losses; and (3) other qualitative factors. These reserve factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment described below:

Commercial Real Estate – Commercial real estate mortgage loans are generally considered to possess a higher inherent risk of loss than the Company’s commercial, agricultural and consumer loan types. Adverse economic developments or an overbuilt market impact commercial real estate projects and may result in troubled loans. Trends in vacancy rates of commercial properties impact the credit quality of these loans. High vacancy rates reduce operating revenues and the ability for properties to produce sufficient cash flow to service debt obligations.

Real Estate Construction – Real estate construction loans, including land loans, are generally considered to possess a higher inherent risk of loss than the Company’s commercial, agricultural and consumer loan types. A major risk arises from the necessity to complete projects within specified cost and time lines. Trends in the construction industry significantly impact the credit quality of these loans, as demand drives construction activity. In addition, trends in real estate values significantly impact the credit quality of these loans, as property values determine the economic viability of construction projects.

Commercial – These loans are generally considered to possess a moderate inherent risk of loss because they are shorter-term; typically made to relationship customers; generally underwritten to existing cash flows of operating businesses; and may be collateralized by fixed assets, inventory and/or accounts receivable. Debt coverage is provided by business cash flows and economic trends influenced by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans.

Agricultural Real Estate and Agricultural – These loans are generally considered to possess a moderate inherent risk of loss since they are typically made to relationship customers and are secured by crop production, livestock and related real estate. These loans are vulnerable to two risk factors that are largely outside the control of Company and borrowers: commodity prices and weather conditions.

Leases – Equipment leases are generally considered to possess a moderate inherent risk of loss. As lessor, the Company is subject to both the credit risk of the borrower and the residual value risk of the equipment. Credit risks are underwritten using the same credit criteria the Company would use when making an equipment term loan. Residual value risk is managed through the use of qualified, independent appraisers that establish the residual values the Company uses in structuring a lease.

Residential 1st Mortgages and Home Equity Lines and Loans – These loans are generally considered to possess a low inherent risk of loss, although this is not always true as evidenced by the correction in residential real estate values that occurred between 2007 and 2012. The degree of risk in residential real estate lending depends primarily on the loan amount in relation to collateral value, the interest rate and the borrower’s ability to repay in an orderly fashion. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers’ capacity to repay their obligations may be deteriorating.

Consumer & Other – A consumer installment loan portfolio is usually comprised of a large number of small loans scheduled to be amortized over a specific period. Most installment loans are made for consumer purchases. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers’ capacity to repay their obligations may be deteriorating.

Table of Contents

At least quarterly, the Board of Directors reviews the adequacy of the allowance, including consideration of the relative risks in the portfolio, current economic conditions and other factors. If the Board of Directors and management determine that changes are warranted based on those reviews, the allowance is adjusted. In addition, the Company’s and Bank’s regulators, including the Federal Reserve Board (“FRB”), the California Department of Business Oversight (“DBO”) and the Federal Deposit Insurance Corporation (“FDIC”), as an integral part of their examination process, review the adequacy of the allowance. These regulatory agencies may require additions to the allowance based on their judgment about information available at the time of their examinations. See Note 8 “Recent Accounting Pronouncements” for a discussion of ASU 2016-13 and the accounting changes which will impact our allowance for credit losses in 2020.

Acquired Loans

Loans acquired through purchase or through a business combination are recorded at their fair value at the acquisition date. Credit discounts, which reflect estimates of credit losses, expected to be incurred over the life of the loan, are included in the determination of fair value; therefore, an allowance for loan losses is not recorded for loans acquired at the acquisition date.

Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures

The Company also maintains a separate allowance for off-balance-sheet commitments. Management estimates anticipated losses using historical data and utilization assumptions. The allowance for off-balance-sheet commitments is included in Interest Payable and Other Liabilities on the Company’s Consolidated Balance Sheet.

Premises and Equipment

Premises, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets. Estimated useful lives of buildings range from 30 to 40 years, and for furniture and equipment from 3 to 7 years. Leasehold improvements are amortized over the lesser of the terms of the respective leases, or their useful lives, which are generally 5 to 10 years. Remodeling and capital improvements are capitalized while maintenance and repairs are charged directly to occupancy expense.

Other Real Estate

Other real estate, which is included in other assets, is expected to be sold and is comprised of properties no longer utilized for business operations and property acquired through foreclosure in satisfaction of indebtedness. These properties are recorded at fair value less estimated selling costs upon acquisition. Revised estimates to the fair value less cost to sell are reported as adjustments to the carrying amount of the asset, provided that such adjusted value is not in excess of the carrying amount at acquisition. Initial losses on properties acquired through full or partial satisfaction of debt are treated as credit losses and charged to the allowance for credit losses at the time of acquisition. Subsequent declines in value from the recorded amounts, routine holding costs, and gains or losses upon disposition, if any, are included in non-interest expense as incurred.

Income Taxes

The Company uses the liability method of accounting for income taxes. This method results in the recognition of deferred tax assets and liabilities that are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The deferred provision for income taxes is the result of the net change in the deferred tax asset and deferred tax liability balances during the year. This amount combined with the current taxes payable or refundable results in the income tax expense for the current year.

The Company follows the standards set forth in the “Income Taxes” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Table of Contents

The Company accounts for leases with Investment Tax Credits (ITC) under the deferred method as established in ASC 740-10. ITC are viewed and accounted for as a reduction of the cost of the related assets and presented as deferred income tax on the Company’s financial statement.

The Company accounts for its interest in LIHTC using the cost method as established in ASC 323-740. As an investor, the Company obtains income tax credits and deductions from the operating losses of these tax credit entities. The income tax credits and deductions are allocated to the investors based on their ownership percentages and are recorded as a reduction of income tax expense (or an increase to income tax benefit) and a reduction of federal income taxes payable.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

At June 30, 2019 and 2018, the Company has no material uncertain tax positions and recognized no interest or penalties. The Company’s policy is to recognize interest and penalties related to income taxes in the provision for income taxes in the Consolidated Statement of Income.

Basic and Diluted Earnings Per Common Share

The Company’s common stock is not traded on any exchange. The shares are primarily held by local residents and are not actively traded. Basic earnings per common share amounts are computed by dividing net income by the weighted average number of common shares outstanding for the period. There are no common stock equivalent shares. Therefore, basic and diluted earnings per common share are reflected as the same amounts. See Note 6 for additional information.

Segment Reporting

The “Segment Reporting” topic of the FASB ASC requires that public companies report certain information about operating segments. It also requires that public companies report certain information about their products and services, the geographic areas in which they operate, and their major customers. The Company is a holding company for a community bank, which offers a wide array of products and services to its customers. Pursuant to its banking strategy, emphasis is placed on building relationships with its customers, as opposed to building specific lines of business. As a result, the Company is not organized around discernible lines of business and prefers to work as an integrated unit to customize solutions for its customers, with business line emphasis and product offerings changing over time as needs and demands change.

Comprehensive Income

The “Comprehensive Income” topic of the FASB ASC establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. Other comprehensive income refers to revenues, expenses, gains, and losses that U.S. GAAP recognize as changes in value to an enterprise but are excluded from net income. For the Company, comprehensive income includes net income and changes in fair value of its available-for-sale investment securities.

Table of Contents

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the consolidated financial statements.

Business Combinations And Related Matters

Business combinations are accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100 percent of the acquired assets and assumed liabilities, regardless of the percentage owned, at their estimated fair values as of the date of acquisition. Any excess of the fair value over the purchase price of net assets and other identifiable intangible assets acquired is recorded as bargain purchase gain. Assets acquired and liabilities assumed from contingencies must also be recognized at fair value, if the fair value can be determined during the measurement period. Results of operations of an acquired business are included in the consolidated statement of operations from the date of acquisition. Acquisition-related costs, including conversion charges, are expensed as incurred. The Company applied this guidance to the acquisition of Bank of Rio Vista (BRV) which was consummated on October 10, 2018. The Company’s consolidated financial statements reflect the operations of Bank of Rio Vista beginning October 11, 2018.

Goodwill and Other Intangible Assets : Goodwill is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill that arises from a business combination is periodically evaluated for impairment at the reporting unit level, at least annually. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible (“CDI”) represents the estimated future benefit of deposits related to an acquisition and is booked separately from the related deposits and evaluated periodically for impairment. The CDI asset is amortized on a straight-line method over its estimated useful life of ten years. At June 30, 2019, the future estimated amortization expense for the CDI arising from our past acquisitions is as follows:

(in thousands)		2019				2020				2021				2022				2023				Thereafter				Total
Core Deposit Intangible Amortization		$	320			$	626			$	611			$	593			$	573			$	2,236			$	4,959

We make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit where goodwill is assigned is less than its carrying amount. If we conclude that it is more likely than not that the fair value is more than its carrying amount, no impairment is recorded. Goodwill is tested for impairment on an interim basis if circumstances change or an event occurs between annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The qualitative assessment includes adverse events or circumstances identified that could negatively affect the reporting units’ fair value as well as positive and mitigating events. Such indicators may include, among others, a significant change in legal factors or in the general business climate, significant change in our stock price and market capitalization, unanticipated competition, and an action or assessment by a regulator. If the fair value of a reporting unit is less than its carrying amount, an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Table of Contents

2. Investment Securities

The amortized cost, fair values, and unrealized gains and losses of the debt securities available-for-sale are as follows

( in thousands)

	Amortized		Gross Unrealized				Fair/Book
June 30, 2019	Cost		Gains		Losses		Value
Government Agency & Government-Sponsored Entities	$	3,009	$	5	$	-	$	3,014
US Treasury Notes		174,688		245		25		174,908
US Government Agency SBA		13,289		23		114		13,198
Mortgage Backed Securities ⁽¹⁾		288,550		3,727		116		292,161
Other		4,812		-		-		4,812
Total	$	484,348	$	4,000	$	255	$	488,093

	Amortized		Gross Unrealized				Fair/Book
December 31, 2018	Cost		Gains		Losses		Value
Government Agency & Government-Sponsored Entities	$	3,033	$	6	$	-	$	3,039
US Treasury Notes		164,672		-		158		164,514
US Government Agency SBA		15,601		6		160		15,447
Mortgage Backed Securities ⁽¹⁾		310,982		1,196		5,133		307,045
Other		5,351		-		-		5,351
Total	$	499,639	$	1,208	$	5,451	$	495,396

	Amortized		Gross Unrealized				Fair/Book
June 30, 2018	Cost		Gains		Losses		Value
Government Agency & Government-Sponsored Entities	$	3,056	$	15	$	-	$	3,071
US Treasury Notes		139,689		2		416		139,275
US Government Agency SBA		18,583		8		188		18,403
Mortgage Backed Securities ⁽¹⁾		293,473		337		7,396		286,414
Other		3,011		-		-		3,011
Total	$	457,812	$	362	$	8,000	$	450,174

⁽¹⁾ All Mortgage Backed Securities consist of securities collateralized by residential real estate and were issued by an agency or government sponsored entity of the U.S. government.

Table of Contents

The book values, estimated fair values and unrealized gains and losses of debt securities classified as held-to-maturity are as follows (in thousands):

	Book		Gross Unrealized				Fair
June 30, 2019	Value		Gains		Losses		Value
Obligations of States and Political Subdivisions	$	60,310	$	845	$	-	$	61,155
Total	$	60,310	$	845	$	-	$	61,155

	Book		Gross Unrealized				Fair
December 31, 2018	Value		Gains		Losses		Value
Obligations of States and Political Subdivisions	$	53,566	$	211	$	39	$	53,738
Total	$	53,566	$	211	$	39	$	53,738

	Book		Gross Unrealized				Fair
June 30, 2018	Value		Gains		Losses		Value
Obligations of States and Political Subdivisions	$	52,210	$	227	$	79	$	52,358
Total	$	52,210	$	227	$	79	$	52,358

Fair values are based on quoted market prices or dealer quotes. If a quoted market price or dealer quote is not available, fair value is estimated using quoted market prices for similar securities.

The amortized cost and estimated fair values of investment securities at June 30, 2019 by contractual maturity are shown in the following table (in thousands):

	Available-for-Sale				Held-to-Maturity
June 30, 2019	Amortized Cost		Fair/Book Value		Book Value		Fair Value
Within one year	$	166,665	$	166,644	$	562	$	563
After one year through five years		16,515		16,760		3,513		3,520
After five years through ten years		1,239		1,241		24,440		25,048
After ten years		11,380		11,287		31,795		32,024
		195,799		195,932		60,310		61,155
Investment securities not due at a single maturity date:
Mortgage-backed securities		288,549		292,161		-		-
Total	$	484,348	$	488,093	$	60,310	$	61,155

Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Table of Contents

The following tables show those investments with gross unrealized losses and their market value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at the dates indicated (in thousands) :

	Less Than 12 Months				12 Months or More				Total
June 30, 2019	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss

Securities Available-for-Sale
US Treasury Notes	$	159,966	$	25	$	-	$	-	$	159,966	$	25
US Government Agency SBA		60		-		6,750		114		6,810		114
Mortgage Backed Securities		1,331		1		35,247		115		36,578		116
Total	$	161,357	$	26	$	41,997	$	229	$	203,354	$	255

There were no HTM investments with gross unrealized losses at June 30, 2019.

	Less Than 12 Months				12 Months or More				Total
December 31, 2018	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss

Securities Available-for-Sale
US Treasury Notes	$	124,985	$	7	$	39,529	$	151	$	164,514	$	158
US Government Agency SBA		3,250		28		8,618		132		11,868		160
Mortgage Backed Securities		52,289		528		207,271		4,605		259,560		5,133
Total	$	180,524	$	563	$	255,418	$	4,888	$	435,942	$	5,451

Securities Held-to-Maturity
Obligations of States and Political Subdivisions	$	6,052	$	23	$	849	$	16	$	6,901	$	39
Total	$	6,052	$	23	$	849	$	16	$	6,901	$	39

	Less Than 12 Months				12 Months or More				Total
June 30, 2018	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss

Securities Available-for-Sale
US Treasury Notes	$	14,412	$	178	$	29,876	$	238	$	44,288	$	416
US Government Agency SBA		5,589		68		9,023		120		14,612		188
Mortgage Backed Securities		214,949		5,464		58,148		1,932		273,097		7,396
Total	$	234,950	$	5,710	$	97,047	$	2,290	$	331,997	$	8,000

Securities Held-to-Maturity
Obligations of States and Political Subdivisions	$	8,543	$	79	$	-	$	-	$	8,543	$	79
Total	$	8,543	$	79	$	-	$	-	$	8,543	$	79

As of June 30, 2019, the Company held 572 investment securities of which 20 were in an unrealized loss position for less than twelve months and 84 securities were in an unrealized loss position for twelve months or more. Management periodically evaluates each investment security for other-than-temporary impairment relying primarily on industry analyst reports and observations of market conditions and interest rate fluctuations. Management believes it will be able to collect all amounts due according to the contractual terms of the underlying investment securities.

Table of Contents

Securities of Government Agency and Government Sponsored Entities – At June 30, 2019, no securities of government agency and government sponsored entities were in an unrealized loss position for less than 12 months, and none were in an unrealized loss position for 12 months or more. The unrealized losses on the Company’s investments in securities of government agency and government sponsored entities were $0 at June 30, 2019, December 31, 2018 and at June 30, 2018.

U.S. Treasury Notes – At June 30, 2019, 16 U.S. Treasury Note security investments were in an unrealized loss position for less than 12 months and none were in an unrealized loss position for 12 months or more. The unrealized losses on the Company’s investment in U.S. Treasury Notes were $25,000, $158,000, and $416,000 at June 30, 2019, December 31, 2018, and June 30, 2018, respectively. The unrealized losses were caused by interest rate fluctuations. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the securities and it is more likely than not that the Company will not have to sell the securities before recovery of their cost basis, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2019, December 31, 2018, and June 30, 2018.

U.S. Government SBA – At June 30, 2019, 2 U.S. Government SBA security investments were in an unrealized loss position for less than 12 months and 55 were in an unrealized loss position for 12 months or more. The unrealized losses on the Company’s investment in U.S. Government SBA securities were $114,000, $160,000, and $188,000 at June 30, 2019, December 31, 2018, and June 30, 2018, respectively. The unrealized losses were caused by interest rate fluctuations. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the securities and it is more likely than not that the Company will not have to sell the securities before recovery of their cost basis, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2019, December 31, 2018, and June 30, 2018.

Mortgage Backed Securities – At June 30, 2019, 2 mortgage backed security investments were in an unrealized loss position for less than 12 months and 29 were in an unrealized loss position for 12 months or more. The unrealized losses on the Company’s investment in mortgage backed securities were $116,000, $5.1 million, and $7.4 million at June 30, 2019, December 31, 2018, and June 30, 2018, respectively. The unrealized losses on the Company’s investment in mortgage backed securities were caused by interest rate fluctuations. The contractual cash flows of these investments are guaranteed by an agency or government sponsored entity of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the securities and it is more likely than not that the Company will not have to sell the securities before recovery of their cost basis, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2019, December 31, 2018, and June 30, 2018.

Obligations of States and Political Subdivisions – At June 30, 2019, no obligations of states and political subdivisions were in an unrealized loss position for less than 12 months, and none were in an unrealized loss position for 12 months or more. As of June 30, 2019, over ninety-nine percent of the Company’s bank-qualified municipal bond portfolio is rated at either the issue or issuer level, and all of these ratings are “investment grade.” The Company monitors the status of the one percent of the portfolio that is not rated and at the current time does not believe any of them to be exhibiting financial problems that could result in a loss in any individual security.

The unrealized losses on the Company’s investment in obligations of states and political subdivisions were $0, $39,000 and $79,000 at June 30, 2019, December 31, 2018 and June 30, 2018, respectively. Management believes that any unrealized losses on the Company’s investments in obligations of states and political subdivisions were primarily caused by interest rate fluctuations. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company does not intend to sell the securities and it is more likely than not that the Company will not have to sell the securities before recovery of their cost basis, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2019, December 31, 2018 and June 30, 2018.

Table of Contents

Proceeds from sales and calls of securities were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,

(in thousands)	2019		2018		2019		2018
Proceeds	$	1,310	$	31,370	$	1,310	$	31,370
Gains		-		8		-		8
Losses		-		1,338		-		1,338

Pledged Securities

As of June 30, 2019, securities carried at $250.9 million were pledged to secure public deposits, Federal Home Loan Bank (“FHLB”) borrowings, and other government agency deposits as required by law. This amount was $268.8 million at December 31, 2018, and $210.0 million at June 30, 2018.

3. Loans & Leases and Allowance for Credit Losses

The following tables show the allocation of the allowance for credit losses by portfolio segment and by impairment methodology at the dates indicated (in thousands) :

June 30, 2019	Commercial Real Estate			Agricultural Real Estate		Real Estate Construction		Residential 1st Mortgages			Home Equity Lines & Loans			Agricultural			Commercial			Consumer & Other			Leases			Unallocated		Total

Year-To-Date Allowance for Credit Losses:
Beginning Balance- January 1, 2019	$	11,609		$	14,092	$	1,249	$	880		$	2,761		$	8,242		$	11,656		$	494		$	4,022		$	261	$	55,266
Charge-Offs		-			-		-		-			-			-			(379	)		(39	)		-			-		(418	)
Recoveries		-			-		-		6			11			11			23			26			-			-		77
Provision		(929	)		480		448		(22	)		(29	)		(772	)		967			(17	)		(922	)		996		200
Ending Balance- June 30, 2019	$	10,680		$	14,572	$	1,697	$	864		$	2,743		$	7,481		$	12,267		$	464		$	3,100		$	1,257	$	55,125
Second Quarter Allowance for Credit Losses:
Beginning Balance- April 1, 2019	$	11,400		$	14,493	$	1,207	$	863		$	2,738		$	7,448		$	11,933		$	467		$	4,008		$	350	$	54,907
Charge-Offs		-			-		-		-			-			-			-			(18	)		-			-		(18	)
Recoveries		-			-		-		3			5			4			12			12			-			-		36
Provision		(720	)		79		490		(2	)		-			29			322			3			(908	)		907		200
Ending Balance- June 30, 2019	$	10,680		$	14,572	$	1,697	$	864		$	2,743		$	7,481		$	12,267		$	464		$	3,100		$	1,257	$	55,125
Ending Balance Individually Evaluated for Impairment		201			-		-		122			12			99			158			6			-			-		598
Ending Balance Collectively Evaluated for Impairment		10,479			14,572		1,697		742			2,731			7,382			12,109			458			3,100			1,257		54,527
Loans & Leases:
Ending Balance	$	813,750		$	605,776	$	93,539	$	257,408		$	40,210		$	284,858		$	382,192		$	17,844		$	103,321		$	-	$	2,598,898
Ending Balance Individually Evaluated for Impairment		4,601			5,702		-		2,444			247			196			1,579			6			-			-		14,775
Ending Balance Collectively Evaluated for Impairment	$	809,149		$	600,074	$	93,539	$	254,964		$	39,963		$	284,662		$	380,613		$	17,838		$	103,321		$	-	$	2,584,123

Table of Contents

December 31, 2018	Commercial Real Estate		Agricultural Real Estate		Real Estate Construction			Residential 1st Mortgages			Home Equity Lines & Loans			Agricultural		Commercial			Consumer & Other			Leases		Unallocated			Total

Year-To-Date Allowance for Credit Losses:
Beginning Balance- January 1, 2018	$	10,922	$	12,085	$	1,846		$	815		$	2,324		$	8,159	$	9,197		$	209		$	3,363	$	1,422		$	50,342
Charge-Offs		-		-		-			(31	)		(8	)		-		(613	)		(115	)		-		-			(767	)
Recoveries		2		-		-			15			6			61		20			54			-		-			158
Provision		685		2,007		(597	)		81			439			22		3,052			346			659		(1,161	)		5,533
Ending Balance- December 31, 2018	$	11,609	$	14,092	$	1,249		$	880		$	2,761		$	8,242	$	11,656		$	494		$	4,022	$	261		$	55,266
Ending Balance Individually Evaluated for Impairment		234		-		-			125			15			-		185			6			-		-			565
Ending Balance Collectively Evaluated for Impairment		11,375		14,092		1,249			755			2,746			8,242		11,471			488			4,022		261			54,701
Loans & Leases:
Ending Balance	$	826,549	$	584,625	$	98,568		$	259,736		$	40,789		$	290,463	$	343,834		$	19,412		$	107,265	$	-		$	2,571,241
Ending Balance Individually Evaluated for Impairment		4,676		7,238		-			2,491			297			-		1,639			6			-		-			16,347
Ending Balance Collectively Evaluated for Impairment		821,873		577,387		98,568			257,245			40,492			290,463		342,195			19,406			107,265		-			2,554,894

June 30, 2018	Commercial Real Estate			Agricultural Real Estate		Real Estate Construction			Residential 1st Mortgages			Home Equity Lines & Loans			Agricultural			Commercial			Consumer & Other			Leases		Unallocated			Total

Year-To-Date Allowance for Credit Losses:
Beginning Balance- January 1, 2018	$	10,922		$	12,085	$	1,846		$	815		$	2,324		$	8,159		$	9,197		$	209		$	3,363	$	1,422		$	50,342
Charge-Offs		-			-		-			(12	)		(4	)		-			(14	)		(58	)		-		-			(88	)
Recoveries		-			-		-			6			2			13			3			26			-		-			50
Provision		(139	)		1,229		(230	)		55			226			(514	)		250			93			37		(174	)		833
Ending Balance- June 30, 2018	$	10,783		$	13,314	$	1,616		$	864		$	2,548		$	7,658		$	9,436		$	270		$	3,400	$	1,248		$	51,137
Second Quarter Allowance for Credit Losses:
Beginning Balance- April 1, 2018	$	11,078		$	12,242	$	1,873		$	827		$	2,343		$	7,868		$	9,374		$	239		$	3,390	$	1,443		$	50,677
Charge-Offs		-			-		-			(12	)		-			-			(14	)		(41	)		-		-			(67	)
Recoveries		-			-		-			3			1			7			1			15			-		-			27
Provision		(295	)		1,072		(257	)		46			204			(217	)		75			57			10		(195	)		500
Ending Balance- June 30, 2018	$	10,783		$	13,314	$	1,616		$	864		$	2,548		$	7,658		$	9,436		$	270		$	3,400	$	1,248		$	51,137
Ending Balance Individually Evaluated for Impairment		333			-		-			131			16			-			487			7			-		-			974
Ending Balance Collectively Evaluated for Impairment		10,450			13,314		1,616			733			2,532			7,658			8,949			263			3,400		1,248			50,163
Loans & Leases:
Ending Balance	$	752,043		$	540,852	$	94,223		$	261,804		$	37,669		$	273,170		$	286,651		$	7,390		$	90,646	$	-		$	2,344,448
Ending Balance Individually Evaluated for Impairment		4,749			-		-			2,628			324			-			2,290			7			-		-			9,998
Ending Balance Collectively Evaluated for Impairment	$	747,294		$	540,852	$	94,223		$	259,176		$	37,345		$	273,170		$	284,361		$	7,383		$	90,646	$	-		$	2,334,450

Table of Contents

The ending balance of loans individually evaluated for impairment includes restructured loans in the amount of $2.7 million at June 30, 2019, $2.8 million at December 31, 2018 and $2.9 million at June 30, 2018, which are no longer classified as TDRs.

The following tables show the loan & lease portfolio allocated by management’s internal risk ratings at the dates indicated (in thousands) :

June 30, 2019	Pass		Special Mention		Substandard		Total Loans & Leases
Loans & Leases:
Commercial Real Estate	$	811,627	$	2,123	$	-	$	813,750
Agricultural Real Estate		591,191		2,523		12,062		605,776
Real Estate Construction		93,539		-		-		93,539
Residential 1st Mortgages		257,102		-		306		257,408
Home Equity Lines & Loans		40,178		-		32		40,210
Agricultural		278,794		5,254		810		284,858
Commercial		377,794		3,212		1,186		382,192
Consumer & Other		17,660		-		184		17,844
Leases		103,321		-		-		103,321
Total	$	2,571,206	$	13,112	$	14,580	$	2,598,898

December 31, 2018	Pass		Special Mention		Substandard		Total Loans & Leases
Loans & Leases:
Commercial Real Estate	$	823,983	$	2,566	$	-	$	826,549
Agricultural Real Estate		566,612		4,703		13,310		584,625
Real Estate Construction		98,568		-		-		98,568
Residential 1st Mortgages		259,208		-		528		259,736
Home Equity Lines & Loans		40,744		-		45		40,789
Agricultural		284,561		5,433		469		290,463
Commercial		343,085		163		586		343,834
Consumer & Other		19,229		-		183		19,412
Leases		107,265		-		-		107,265
Total	$	2,543,255	$	12,865	$	15,121	$	2,571,241

June 30, 2018	Pass		Special Mention		Substandard		Total Loans & Leases
Loans & Leases:
Commercial Real Estate	$	749,467	$	2,576	$	-	$	752,043
Agricultural Real Estate		524,259		10,521		6,072		540,852
Real Estate Construction		85,638		8,585		-		94,223
Residential 1st Mortgages		261,112		-		692		261,804
Home Equity Lines & Loans		37,622		-		47		37,669
Agricultural		266,837		5,050		1,283		273,170
Commercial		285,113		283		1,255		286,651
Consumer & Other		7,245		-		145		7,390
Leases		88,677		1,969		-		90,646
Total	$	2,305,970	$	28,984	$	9,494	$	2,344,448

See “Note 1. Significant Accounting Policies - Allowance for Credit Losses” for a description of the internal risk ratings used by the Company. There were no loans or leases outstanding at June 30, 2019, December 31, 2018, and June 30, 2018, rated doubtful or loss.

Table of Contents

The following tables show an aging analysis of the loan & lease portfolio by the time past due at the dates indicated

(in thousands) :

June 30, 2019	30-59 Days Past Due		60-89 Days Past Due		90 Days and Still Accruing		Nonaccrual		Total Past Due		Current		Total Loans & Leases
Loans & Leases:
Commercial Real Estate	$	-	$	-	$	-	$	-	$	-	$	813,750	$	813,750
Agricultural Real Estate		-		-		-		-		-		605,776		605,776
Real Estate Construction		-		-		-		-		-		93,539		93,539
Residential 1st Mortgages		8		-		-		-		8		257,400		257,408
Home Equity Lines & Loans		-		-		-		-		-		40,210		40,210
Agricultural		-		-		-		-		-		284,858		284,858
Commercial		75		150		-		-		225		381,967		382,192
Consumer & Other		18		-		-		-		18		17,826		17,844
Leases		-		-		-		-		-		103,321		103,321
Total	$	101	$	150	$	-	$	-	$	251	$	2,598,647	$	2,598,898

December 31, 2018	30-59 Days Past Due		60-89 Days Past Due		90 Days and Still Accruing		Nonaccrual		Total Past Due		Current		Total Loans & Leases
Loans & Leases:
Commercial Real Estate	$	-	$	731	$	-	$	-	$	731	$	825,818	$	826,549
Agricultural Real Estate		-		-		-		-		-		584,625		584,625
Real Estate Construction		327		-		-		-		327		98,241		98,568
Residential 1st Mortgages		367		-		-		-		367		259,369		259,736
Home Equity Lines & Loans		-		-		-		-		-		40,789		40,789
Agricultural		-		-		-		-		-		290,463		290,463
Commercial		-		-		-		-		-		343,834		343,834
Consumer & Other		13		-		-		-		13		19,399		19,412
Leases		-		-		-		-		-		107,265		107,265
Total	$	707	$	731	$	-	$	-	$	1,438	$	2,569,803	$	2,571,241

June 30, 2018	30-59 Days Past Due		60-89 Days Past Due		90 Days and Still Accruing		Nonaccrual		Total Past Due		Current		Total Loans & Leases
Loans & Leases:
Commercial Real Estate	$	-	$	-	$	-	$	-	$	-	$	752,043	$	752,043
Agricultural Real Estate		-		-		-		-		-		540,852		540,852
Real Estate Construction		277		-		-		-		277		93,946		94,223
Residential 1st Mortgages		107		-		-		130		237		261,567		261,804
Home Equity Lines & Loans		19		-		-		-		19		37,650		37,669
Agricultural		-		-		-		-		-		273,170		273,170
Commercial		-		-		-		599		599		286,052		286,651
Consumer & Other		6		-		-				6		7,384		7,390
Leases		-		-		-				-		90,646		90,646
Total	$	409	$	-	$	-	$	729	$	1,138	$	2,343,310	$	2,344,448

Table of Contents

The following tables show information related to impaired loans & leases for the periods indicated (in thousands) :

							Three Months Ended June 30, 2019				Six Months Ended June 30, 2019
June 30, 2019	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate	$	91	$	91	$	-	$	92	$	2	$	93	$	4
Agricultural Real Estate		5,702		5,702		-		6,471		128		6,855		201
Commercial		32		32		-		16		1		8		1
	$	5,825	$	5,825	$	-	$	6,579	$	131	$	6,956	$	206
With an allowance recorded:
Commercial Real Estate	$	2,857	$	2,857	$	201	$	2,874	$	24		2,884	$	47
Residential 1st Mortgages		1,614		1,820		81		1,620		17		1,627		38
Home Equity Lines & Loans		71		82		3		72		1		73		2
Agricultural		196		196		98		199		2		150		2
Commercial		1,548		1,548		158		1,574		13		1,597		27
Consumer & Other		6		6		6		6		-		6		-
	$	6,292	$	6,509	$	547	$	6,345	$	57		6,337	$	116
Total	$	12,117	$	12,334	$	547	$	12,924	$	188	$	13,293	$	322

December 31, 2018	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate	$	95	$	96	$	-	$	99	$	8
Agricultural Real Estate		7,239		7,238		-		3,620		119
Residential 1st Mortgages		-		-		-		226		8
	$	7,334	$	7,334	$	-	$	3,945	$	135
With an allowance recorded:
Commercial Real Estate	$	2,902	$	2,892	$	234	$	2,929	$	96
Residential 1st Mortgages		1,640		1,838		82		1,371		48
Home Equity Lines & Loans		74		84		4		76		4
Commercial		1,644		1,639		185		1,834		58
Consumer & Other		6		7		6		7		-
	$	6,266	$	6,460	$	511	$	6,217	$	206
Total	$	13,600	$	13,794	$	511	$	10,162	$	341

							Three Months Ended June 30, 2018				Six Months Ended June 30, 2018
June 30, 2018	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate	$	100	$	100	$	-	$	101	$	2	$	102	$	4
Residential 1st Mortgages		-		-		-		452		-		680		8
	$	100	$	100	$	-	$	553	$	2	$	782	$	12
With an allowance recorded:
Commercial Real Estate	$	2,938	$	2,927	$	333	$	2,947	$	24		2,956	$	48
Residential 1st Mortgages		1,698		1,877		85		1,141		13		844		20
Home Equity Lines & Loans		76		86		3		77		1		77		2
Commercial		2,297		2,290		487		2,009		15		1,870		30
Consumer & Other		7		8		7		8		-		8		-
	$	7,016	$	7,188	$	915	$	6,182	$	53		5,755	$	100
Total	$	7,116	$	7,288	$	915	$	6,735	$	55	$	6,537	$	112

Table of Contents

Total recorded investment shown in the prior table will not equal the total ending balance of loans & leases individually evaluated for impairment on the allocation of allowance table. This is because this table does not include impaired loans that were previously modified in a troubled debt restructuring at a market rate, are currently performing and are no longer disclosed or classified as TDR’s. A loan or lease can be removed from TDR status if it was restructured at a market rate in a prior calendar year and is currently in compliance with its modified terms. However, these loans or leases continue to be classified as impaired and are individually evaluated for impairment.

At June 30, 2019, the Company allocated $547,000 of specific reserves to $12.1 million of troubled debt restructured loans & leases, all of which were performing. The Company had no commitments at June 30, 2019 to lend additional amounts to customers with outstanding loans or leases that are classified as TDRs.

During the six-month period ended June 30, 2019, there was one loan modified as a troubled debt restructuring. The modification involved a reduction of the stated interest rate of the loan for 5 years and extended the maturity date for 10 years.

The following table presents loans or leases by class modified as troubled debt restructured loans or leases during the three and six-month periods ended June 30, 2019 (in thousands) :

	Three Months Ended June 30, 2019						Six Months Ended June 30, 2019
Troubled Debt Restructurings	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Agricultural		-	$	-	$	-		1	$	201	$	201
Total		-	$	-	$	-		1	$	201	$	201

During the three and six-months ended June 30, 2019, the twelve months ended December 31, 2018, and the three and six-month periods ended June 30, 2018 there were no payment defaults on loans or leases modified as troubled debt restructurings within twelve months following the modification. The Company considers a loan or lease to be in payment default once it is greater than 90 days contractually past due under the modified terms.

At December 31, 2018, the Company allocated $511,000 of specific reserves to $13.6 million of troubled debt restructured loans, all of which were performing. The Company had no commitments at December 31, 2018 to lend additional amounts to customers with outstanding loans that are classified as troubled debt restructurings.

During the period ended December 31, 2018, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. Modifications involving a reduction of the stated interest rate of the loan were for 5 years. Modifications involving an extension of the maturity date were for 10 years.

Table of Contents

The following table presents loans by class modified as troubled debt restructured loans for the year ended December 31, 2018 (in thousands) :

	Year ended December 31, 2018
Troubled Debt Restructurings	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Agricultural Real Estate		1	$	7,239	$	7,239
Residential 1st Mortgages		2		286		255
Total		3	$	7,525	$	7,494

The troubled debt restructurings described above had minimal impact on the allowance for credit losses and resulted in charge-offs of $31,000 for the year ended December 31, 2018.

At June 30, 2018, the Company allocated $624,000 of specific reserves to $6.4 million of troubled debt restructured loans & leases, all of which were performing. The Company had no commitments at June 30, 2018 to lend additional amounts to customers with outstanding loans or leases that are classified as TDRs.

During the three and six-month periods ended June 30, 2018, there was one loan modified as a troubled debt restructuring. The modification involved a reduction of the stated interest rate of the loan for 5 years and extended the maturity date for 10 years.

The following table presents loans or leases by class modified as troubled debt restructured loans or leases during the three and six-month periods ended June 30, 2018 (in thousands) :

	Three Months Ended June 30, 2018						Six Months Ended June 30, 2018
Troubled Debt Restructurings	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Residential 1st Mortgages		1	$	175	$	163		1	$	175	$	163
Total		1	$	175	$	163		1	$	175	$	163

4. Fair Value Measurements

The Company follows the “Fair Value Measurement and Disclosures” topic of the FASB ASC, which establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. This standard applies whenever other standards require, or permit, assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, this standard establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows:

Level 1 inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2 inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Table of Contents

Level 3 inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings.

Securities classified as available-for-sale are reported at fair value on a recurring basis utilizing Level 1, 2 and 3 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

The Company does not record originated loans & leases at fair value on a recurring basis. However, from time to time, a loan or lease is considered impaired and an allowance for credit losses is established. Once a loan or lease is identified as individually impaired, management measures impairment in accordance with the “Receivable” topic of the FASB ASC. The fair value of impaired loans or leases is estimated using one of several methods, including collateral value when the loan is collateral dependent, market value of similar debt, enterprise value, and discounted cash flows. Impaired loans & leases not requiring an allowance represent loans & leases for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans & leases. Impaired loans & leases where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. The fair value of collateral dependent impaired loans is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including sales comparison, cost and the income approach. Adjustments are often made in the appraisal process by the appraisers to take into account differences between the comparable sales and income and other available data. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for Level 3 nonrecurring impaired loans is primarily the sales comparison approach less selling costs of 10%.

Other Real Estate (“ORE”) is reported at fair value on a non-recurring basis. Fair values are based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including sales comparison, cost and the income approach. Adjustments are often made in the appraisal process by the appraisers to take into account differences between the comparable sales and income and other available data. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for Level 3 nonrecurring ORE is primarily the sales comparison approach less selling costs of 10%.

Table of Contents

The following tables present information about the Company’s assets measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the periods indicated.

			Fair Value Measurements At June 30, 2019, Using
(in thousands)	Fair Value Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available-for-Sale Securities:
Government Agency & Government-Sponsored Entities	$	3,014	$	-	$	3,014	$	-
US Treasury Notes		174,908		174,908		-		-
US Government Agency SBA		13,198		-		13,198		-
Mortgage Backed Securities		292,161		-		292,161		-
Other		4,812		203		310		4,299
Total Assets Measured at Fair Value On a Recurring Basis	$	488,093	$	175,111	$	308,683	$	4,299

			Fair Value Measurements At December 31, 2018, Using
(in thousands)	Fair Value Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available-for-Sale Securities:
Government Agency & Government-Sponsored Entities	$	3,039	$	-	$	3,039	$	-
US Treasury Notes		164,514		164,514		-		-
US Government Agency SBA		15,447		-		15,447		-
Mortgage Backed Securities		307,045		-		307,045		-
Other		5,351		202		310		4,839
Total Assets Measured at Fair Value On a Recurring Basis	$	495,396	$	164,716	$	325,841	$	4,839

			Fair Value Measurements At June 30, 2018, Using
(in thousands)	Fair Value Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available-for-Sale Securities:
Government Agency & Government-Sponsored Entities	$	3,071	$	-	$	3,071	$	-
US Treasury Notes		139,275		139,275		-		-
US Government Agency SBA		18,403		-		18,403		-
Mortgage Backed Securities		286,414		-		286,414		-
Other		3,011		201		310		2,500
Total Assets Measured at Fair Value On a Recurring Basis	$	450,174	$	139,476	$	308,198	$	2,500

Fair values for Level 2 available-for-sale investment debt securities are based on quoted market prices for similar securities. During the three and six-months ended June 30, 2019 and 2018, there were no transfers in or out of Level 1, 2, or 3.

Certain equity securities, categorized as Level 3 assets as of June 30, 2019 consisted of: (1) $3.1 million in limited liability companies (LLC) that invest in CRA qualified SBA loans; and (2) $1.2 million in registered warrants issued by California reclamation districts. These securities do not have readily determinable fair values and are not readily tradeable, and are carried at fair value. The significant unobservable data reflected in the fair value measurement include dealer quotes, projected prepayment speeds/average lives and credit information. There were no gains, losses in or out of level 3 during the three and six-months ended June 30, 2019 and 2018.

Table of Contents

Level 3 Valuations

The following table presents a reconciliation for the three and six months ended June 30, 2019 of the level 3 fair value category measured at fair value on a recurring basis:

							Net Realized / Unrealized Gains (Losses)

(in thousands)	Balance at Beginning of Period		Purchases /Additions		Sales / Reductions		Realized		Unrealized		Balance at End of Period
Three months ended June 30, 2019
Available-for-sale debt securities:	$	1,397	$	219	$	453	$	-	$	-	$	1,163
Equity securities:	$	3,246	$	80	$	190	$	-	$	-	$	3,136
Total	$	4,643	$	299	$	643	$	-	$	-	$	4,299

Six months ended June 30, 2019
Available-for-sale debt securities:	$	1,593	$	698	$	1,128	$	-	$	-	$	1,163
Equity securities:	$	3,246	$	80	$	190	$	-	$	-	$	3,136
Total	$	4,839	$	778	$	1,318	$	-	$	-	$	4,299

Table of Contents

The following tables present information about the Company’s other real estate and impaired loans or leases, classes of assets or liabilities that the Company carries at fair value on a non-recurring basis, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the periods indicated. Not all impaired loans or leases are carried at fair value. Impaired loans or leases are only included in the following tables when their fair value is based upon a current appraisal of the collateral, and if that appraisal results in a partial charge-off or the establishment of a specific reserve.

			Fair Value Measurements At June 30, 2019, Using
(in thousands)	Fair Value Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired Loans
Commercial Real Estate	$	2,656	$	-	$	-	$	2,656
Residential 1st Mortgage		1,530		-		-		1,530
Home Equity Lines and Loans		67		-		-		67
Agricultural		98		-		-		98
Commercial		1,390		-		-		1,390
Total Impaired Loans		5,741		-		-		5,741
Other Real Estate
Real Estate Construction		873		-		-		873
Total Other Real Estate		873		-		-		873
Total Assets Measured at Fair Value On a Non-Recurring Basis	$	6,614	$	-	$	-	$	6,614

Table of Contents

			Fair Value Measurements At December 31, 2018, Using
(in thousands)	Fair Value Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired Loans:
Commercial Real Estate	$	2,658	$	-	$	-	$	2,658
Residential 1st Mortgage		1,550		-		-		1,550
Home Equity Lines and Loans		70		-		-		70
Commercial		1,454		-		-		1,454
Total Impaired Loans		5,732		-		-		5,732
Other Real Estate:
Real Estate Construction		873		-		-		873
Total Other Real Estate		873		-		-		873
Total Assets Measured at Fair Value On a Non-Recurring Basis	$	6,605	$	-	$	-	$	6,605

			Fair Value Measurements At June 30, 2018, Using
(in thousands)	Fair Value Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired Loans
Commercial Real Estate	$	2,594	$	-	$	-	$	2,594
Residential 1st Mortgage		1,485		-		-		1,485
Home Equity Lines and Loans		72		-		-		72
Commercial		1,490		-		-		1,490
Total Impaired Loans		5,641		-		-		5,641
Other Real Estate
Real Estate Construction		873		-		-		873
Total Other Real Estate		873		-		-		873
Total Assets Measured at Fair Value On a Non-Recurring Basis	$	6,514	$	-	$	-	$	6,514

The Company’s property appraisals are primarily based on the sales comparison approach and the income approach methodologies, which consider recent sales of comparable properties, including their income generating characteristics, and then make adjustments to reflect the general assumptions that a market participant would make when analyzing the property for purchase. These adjustments may increase or decrease an appraised value and can vary significantly depending on the location, physical characteristics and income producing potential of each property. Additionally, the quality and volume of market information available at the time of the appraisal can vary from period to period and cause significant changes to the nature and magnitude of comparable sale adjustments. Given these variations, comparable sale adjustments are generally not a reliable indicator for how fair value will increase or decrease from period to period. Under certain circumstances, management discounts are applied based on specific characteristics of an individual property.

Table of Contents

The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at the dates indicated.

June 30, 2019 (in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range, Weighted Avg.
Impaired Loans
Commercial Real Estate	$	2,656	Income Approach	Capitalization Rate		3.25%, 3.25	%
Residential 1st Mortgage	$	1,530	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		1% - 4%, 2.83	%
Home Equity Lines and Loans	$	67	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		1% - 2%, 1.40	%
Agricultural	$	98	Income Approach	Capitalization Rate		5.10%, 5.10	%
Commercial	$	1,390	Income Approach	Capitalization Rate		3.25%, 3.25	%

Other Real Estate
Real Estate Construction	$	873	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		10%, 10	%

December 31, 2018 (in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range, Weighted Avg.
Impaired Loans:
Commercial Real Estate	$	2,658	Income Approach	Capitalization Rate		3.25%, 3.25	%
Residential 1st Mortgages	$	1,550	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		1% - 4%, 3	%
Home Equity Lines and Loans	$	70	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		1% - 2%, 2	%
Commercial	$	1,454	Income Approach	Capitalization Rate		2.95% - 8.70%, 3.40	%

Other Real Estate:
Real Estate Construction	$	873	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		10%, 10	%

June 30, 2018 (in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range, Weighted Avg.
Impaired Loans
Commercial Real Estate	$	2,594	Income Approach	Capitalization Rate		3.25%, 3.25	%
Residential 1st Mortgage	$	1,485	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		1% -4%, 3	%
Home Equity Lines and Loans	$	72	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		1% - 2%, 1	%
Commercial	$	1,490	Income Approach	Capitalization Rate		2.95% - 8.70%, 3.40	%

Other Real Estate
Real Estate Construction	$	873	Sales Comparison Approach	Adjustment for Difference Between Comparable Sales		10%, 10	%

Table of Contents

5. Fair Value of Financial Instruments

U.S. GAAP requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, for which it is practical to estimate. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies pursuant to ASC 820, Fair Value Measurements. The use of assumptions and various valuation techniques, as well as the absence of secondary markets for certain financial instruments, will likely reduce the comparability of fair value disclosures between financial institutions. In some cases, book value is a reasonable estimate of fair value due to the relatively short period of time between origination of the instrument and its expected realization.

The following tables summarize the book value and estimated fair value of financial instruments for the periods indicated:

			Fair Value of Financial Instruments Using
June 30, 2019 (in thousands)	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
Assets:
Cash and Cash Equivalents	$	114,717	$	114,717	$	-	$	-	$	114,717

Investment Securities Available-for-Sale		488,093		175,111		308,683		4,299		488,093

Investment Securities Held-to-Maturity		60,310		-		25,754		35,400		61,154

Loans & Leases, Net of Deferred Fees & Allowance		2,543,773		-		-		2,527,799		2,527,799
Accrued Interest Receivable		15,688		-		15,688		-		15,688

Liabilities:
Deposits		3,025,276		2,505,769		517,607		-		3,023,376
Subordinated Debentures		10,310		-		7,431		-		7,431
Accrued Interest Payable		2,465		-		2,465		-		2,465

			Fair Value of Financial Instruments Using
December 31, 2018 (in thousands)	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
Assets:
Cash and Cash Equivalents	$	145,564	$	145,564	$	-	$	-	$	145,564

Investment Securities Available-for-Sale		495,396		164,716		325,841		4,839		495,396

Investment Securities Held-to-Maturity		53,566		-		35,083		18,655		53,738

Loans & Leases, Net of Deferred Fees & Allowance		2,515,975		-		-		2,485,182		2,485,182
Accrued Interest Receivable		14,098		-		14,098		-		14,098

Liabilities:
Deposits		3,062,832		2,572,805		485,766		-		3,058,571
Subordinated Debentures		10,310		-		7,745		-		7,745
Accrued Interest Payable		1,365		-		1,365		-		1,365

			Fair Value of Financial Instruments Using
June 30, 2018 (in thousands)	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
Assets:
Cash and Cash Equivalents	$	106,899	$	106,899	$	-	$	-	$	106,899

Investment Securities Available-for-Sale		450,174		139,476		308,198		2,500		450,174

Investment Securities Held-to-Maturity		52,210		-		36,693		15,665		52,358

Loans & Leases, Net of Deferred Fees & Allowance		2,293,311		-		-		2,253,733		2,253,733
Accrued Interest Receivable		11,548		-		11,548		-		11,548

Liabilities:
Deposits		2,697,273		2,231,153		462,040		-		2,693,193
Subordinated Debentures		10,310		-		7,639		-		7,639
Accrued Interest Payable		827		-		827		-		827

Table of Contents

6. Dividends and Basic Earnings Per Common Share

Farmers & Merchants Bancorp common stock is not traded on any exchange. The shares are primarily held by local residents and are not actively traded. However, trades are reported on the OTCQX under the symbol “FMCB.”

On May 14, 2019, the Board of Directors declared a mid-year cash dividend of $7.05 per share, a 2.2% increase over the $6.90 per share paid on July 2, 2018. The cash dividend was paid on June 27, 2019, to shareholders of record on June 14, 2019.

Basic earnings per common share amounts are computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has no securities or other contracts, such as stock options, that could require the issuance of common stock. Accordingly, diluted earnings per share is the same amount as basic earnings per share. The following table calculates the basic earnings per common share for the three and six months ended June 30, 2019 and 2018.

	Three Months Ended June 30,				Six Months Ended June 30,

(net income in thousands)	2019		2018		2019		2018
Net Income	$	14,105	$	10,550	$	27,654	$	20,491
Weighted Average Number of Common Shares Outstanding		787,307		817,893		785,881		815,114
Basic Earnings Per Common Share Amount	$	17.92	$	12.90	$	35.19	$	25.14

7. Leases

Lessee – Operating Leases

Effective January 1, 2019, the Company adopted the provisions of Accounting Standards Update (ASU) No. 2016-02, “Leases (Topic 842),” (ASU 2016-02), for all open leases with a term greater than one year as of the adoption date, using the modified retrospective approach. Prior comparable periods are presented in accordance with previous guidance under Accounting Standards Codification (ASC) 840, “Leases.”

Operating leases in which we are the lessee are recorded as operating lease ROU assets and operating lease liabilities, included in other assets and other liabilities, respectively, on our consolidated balance sheets. We do not currently have any significant finance leases in which we are the lessee.

Operating lease ROU assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate at the lease commencement date. ROU assets are further adjusted for lease incentives. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in net occupancy expense in the consolidated statements of income.

Our leases relate primarily to office space and bank branches with remaining lease terms of generally 1 to 10 years. Certain lease arrangements contain extension options which typically range from 5 to 10 years at the then fair market rental rates. ASC 842 requires lessees to evaluate whether option periods, if available, will be exercised in order to determine the full life of the lease. The Company used data including the first option period, unless it is a relatively new lease that has a long initial lease term or other extenuating circumstances. As of June 30, 2019, operating lease ROU assets and liabilities were $5.31 million and $5.34 million, respectively. Operating lease expenses that were in scope of ASU 2016-02 were $215,000 and $422,000 for the three and six-month period ended June 30, 2019.

Table of Contents

The table below summarizes the information related to our operating leases:

(in thousands except for percent and period data)	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating Cash Flow from Operating Leases	$	197		$	393
Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities	$	916		$	5,645
Weighted-Average Remaining Lease Term - Operating Leases, in Years		8.30			8.30
Weighted-Average Discount Rate - Operating Leases		3.2	%		3.2	%

The table below summarizes the maturity of remaining lease liability:

(in thousands)	June 30, 2019
2019	$	390
2020		795
2021		719
2022		686
2023		697
2024 and thereafter		2,811
Total Lease Payments		6,098
Less: Interest		(760	)
Present Value of Lease Liabilities	$	5,338

As of June 30, 2019, we have no additional operating leases for office space that have not yet commenced or that are anticipated to commence during the third quarter of 2019.

Lessor - Direct Financing Leases

The Company is the lessor in direct finance lease arrangements. Leases are recorded at the principal balance outstanding, net of unearned income and charge-offs. Interest income is recognized using the interest method. Leases typically have a maturity of three to ten years, and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk. Credit risks are underwritten using the same credit criteria the Company would use when making an equipment term loan. Residual value risk is managed through the use of qualified, independent appraisers that establish the residual values the Company uses in structuring a lease. The impact of adopting Topic 842 for lessor accounting was not significant.

Lease payments due to the Company are typically fixed and paid in equal installments over the lease term. Variable lease payments that do not depend on an index or a rate (e.g., property taxes) that are paid directly by the Company are minimal. The majority of property taxes are paid directly by the client to a third party and are not considered part of variable payments and therefore are not recorded by the Company.

As a lessor, the Company leases certain types of agriculture equipment, solar equipment, construction equipment and other equipment to its customers. At June 30, 2019, the Company’s net investment in direct financing leases was $103.3 million.

Table of Contents

8. Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

The following paragraphs provide descriptions of recently adopted accounting standards that may have had a material effect on the Company’s financial position or results of operations.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in ASU 2018-02 allow a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from the newly enacted Tax Cuts and Jobs Act (“Tax Act”). The amount of the reclassification consists of the difference between the historical corporate income tax rates and the newly enacted 21 percent corporate federal income tax rate. The amendments are effective for all entities for the interim and annual reporting periods beginning after December 15, 2018 and early adoption is permitted, including interim periods in those years. The Company adopted the amendments as of December 31, 2017, which resulted in a net reclassification of $144,000 between AOCI and retained earnings.

Accounting Guidance Pending Adoption at June 30, 2019

The following paragraphs provide descriptions of newly issued but not yet effective accounting standards that could have a material effect on the Company’s financial position or results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU will require the earlier recognition of credit losses on loans and other financial instruments based on an expected loss model, replacing the incurred loss model that is currently in use. Under the new guidance, an entity will measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The expected loss model will apply to loans and leases, unfunded lending commitments, held-to-maturity debt securities and other debt instruments measured at amortized cost. The impairment model for available-for-sale debt securities will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost, regardless of whether the impairment is considered to be other-than-temporary. The new guidance is effective on January 1, 2020, with early adoption permitted on January 1, 2019. The Company has selected a vendor and installed their model. Using historical data the Company is currently running the new model in parallel with our existing model . Based upon preliminary results the Company believes final implementation will not have a significant impact on the Bank’s ALLL.

Item 2.

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The following is management’s discussion and analysis of the major factors that influenced our financial performance for the three and six months ended June 30, 2019. This analysis should be read in conjunction with our 2018 Annual Report to Shareholders on Form 10-K, and with the unaudited financial statements and notes as set forth in this report.

Forward–Looking Statements

This Form 10-Q contains various forward-looking statements, usually containing the words “estimate,” “project,” “expect,” “objective,” “goal,” or similar expressions and includes assumptions concerning Farmers & Merchants Bancorp’s (together with its subsidiaries, the “Company” or “we”) operations, future results, and prospects. These forward-looking statements are based upon current expectations and are subject to risks and uncertainties. In connection with the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important factors which could cause the actual results of events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Such factors include, but are not limited to, the following: (1) economic conditions in the Central Valley of California; (2) significant changes in interest rates and loan prepayment speeds; (3) credit risks of lending and investment activities; (4) changes in federal and state banking laws or regulations; (5) competitive pressure in the banking industry; (6) changes in governmental fiscal or monetary policies; (7) uncertainty regarding the economic outlook resulting from the continuing war on terrorism, as well as actions taken or to be taken by the U.S. or other governments as a result of further acts or threats of terrorism; (8) water management issues in California and the resulting impact on the Company’s agricultural customers; (9) expansion into new geographic markets and new lines of business; and (10) other factors discussed in Item 1A. Risk Factors located in the Company’s 2018 Annual Report on Form 10-K.

Table of Contents

Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.

Introduction

Farmers & Merchants Bancorp, or the Company, is a bank holding company formed March 10, 1999. Its subsidiary, Farmers & Merchants Bank of Central California, or the Bank, is a California state-chartered bank formed in 1916. Banking services are provided in thirty branches in the Company’s service area. The service area includes Sacramento, San Joaquin, Stanislaus, Merced, Contra Costa, Napa, and Solano Counties with branches in Sacramento, Elk Grove, Galt, Lodi, Stockton, Linden, Modesto, Turlock, Hilmar, Merced, Manteca, Riverbank, Napa, Walnut Creek, Concord, Rio Vista, Walnut Grove and Lockeford.

As a bank holding company, the Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (“FRB”). As a California, state-chartered, non-fed member bank, the Bank is subject to regulation and examination by the California Department of Business Oversight (“DBO”) and the Federal Deposit Insurance Corporation (“FDIC”).

Overview

Although the Company has initiated efforts to expand its geographic footprint into the East Bay area of San Francisco and Napa, California (see Item 1: Business – Service Area located in the Company’s 2018 Annual Report on Form 10-K), the Company’s primary service area remains the mid Central Valley of California, a region that can be significantly impacted by the seasonal needs of the agricultural industry. Accordingly, discussion of the Company’s Financial Condition and Results of Operations is influenced by the seasonal banking needs of its agricultural customers (e.g., during the spring and summer customers draw down their deposit balances and increase loan borrowing to fund the purchase of equipment and planting of crops. Correspondingly, deposit balances are replenished and loans repaid in late fall and winter as crops are harvested and sold).

For the three and six months ended June 30, 2019, Farmers & Merchants Bancorp reported net income of $14,105,000 and $27,654,000, earnings per share of $17.92 and $35.19 and return on average assets of 1.66% and 1.63%, respectively. Return on average shareholders’ equity was 16.88% and 16.92% for the three and six months ended June 30, 2019.

For the three and six months ended June 30, 2018, Farmers & Merchants Bancorp reported net income of $10,550,000 and $20,491,000, earnings per share of $12.90 and $25.14 and return on average assets of 1.38% and 1.35%, respectively. Return on average shareholders’ equity was 13.62% and 13.38% for the three and six months ended June 30, 2018.

The following is a summary of the financial results for the six-month period ended June 30, 2019 compared to June 30, 2018:

•	Net income increased 35.0% to $27,654,000 from $20,491,000.

•	Earnings per share increased 40.0% to $35.19 from $25.14.

•	Total assets increased 10.9% to $3.43 billion from $3.10 billion.

•	Total loans & leases increased 10.9% to $2.60 billion from $2.34 billion.

•	Total deposits increased 12.2% to $3.02 billion from $2.69 billion.

Table of Contents

The primary reasons for the Company’s $7.2 million or 35.0% increase in net income in the first half of 2019 as compared to the same period of 2018 were:

•	A $10.2 million increase in net interest income related to the growth in earning assets and the improvement in the net interest margin.

•	A $633,000 decrease in the provision for credit losses.

•	A $1.3 million decrease in the net loss on the sale of investment securities during the first half of the prior year (2018).

These positive impacts were partially offset by:

•	A $1.6 million increase in salaries and employee benefits.

•	A $428,000 increase in legal expenses.

•	A $2.6 million increase in net income before taxes.

Results of Operations

Net Interest Income / Net Interest Margin

The tables on the following pages reflect the Company’s average balance sheets and volume and rate analysis for the three month periods ended June 30, 2019 and 2018.

The average yields on earning assets and average rates paid on interest-bearing liabilities have been computed on an annualized basis for purposes of comparability with full year data. Average balance amounts for assets and liabilities are the computed average of daily balances.

Net interest income is the amount by which the interest and fees on loans & leases and other interest-earning assets exceed the interest paid on interest-bearing sources of funds. For the purpose of analysis, the interest earned on tax-exempt investments and municipal loans is adjusted to an amount comparable to interest subject to normal income taxes. This adjustment is referred to as “tax equivalent” adjustment and is noted wherever applicable. The presentation of net interest income and net interest margin on a tax equivalent basis is a common practice within the banking industry.

The Volume and Rate Analysis of Net Interest Income summarizes the changes in interest income and interest expense based on changes in average asset and liability balances (volume) and changes in average rates (rate). For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to: (1) changes in volume (change in volume multiplied by initial rate); (2) changes in rate (change in rate multiplied by initial volume); and (3) changes in rate/volume, also called “changes in mix” (allocated in proportion to the respective volume and rate components).

The Company’s earning assets and rate sensitive liabilities are subject to repricing at different times, which exposes the Company to income fluctuations when interest rates change. In order to minimize income fluctuations, the Company attempts to match asset and liability maturities. However, some maturity mismatch is inherent in the asset and liability mix. See “Item 3. Quantitative and Qualitative Disclosures about Market Risk – Interest Rate Risk.”

Table of Contents

Farmers & Merchants Bancorp

Quarterly Average Balances and Interest Rates

(Interest and Rates on a Taxable Equivalent Basis)

(in thousands)

	Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
Assets	Balance			Interest			Rate			Balance			Interest			Rate
Interest Bearing Deposits with Banks	$	193,623		$	1,161			2.41	%	$	114,300		$	515			1.81	%
Investment Securities:
U.S. Treasuries		23,360			131			2.24	%		66,953			250			1.49	%
U.S. Govt SBA		14,098			97			2.75	%		26,906			119			1.77	%
Government Agency & Government-Sponsored Entities		3,016			22			2.92	%		3,064			22			2.87	%
Obligations of States and Political Subdivisions - Non-Taxable ⁽¹⁾		60,387			638			4.23	%		53,037			510			3.85	%
Mortgage Backed Securities		297,467			1,952			2.62	%		316,991			1,904			2.40	%
Other		4,968			42			3.38	%		3,010			20			2.66	%
Total Investment Securities		403,296			2,882			2.86	%		469,961			2,825			2.40	%

Loans & Leases: ⁽²⁾
Real Estate		1,761,806			23,556			5.36	%		1,604,920			20,152			5.05	%
Home Equity Lines & Loans		39,996			605			6.07	%		35,697			483			5.44	%
Agricultural		269,980			3,848			5.72	%		262,230			3,339			5.12	%
Commercial		373,910			5,027			5.39	%		286,123			3,755			5.28	%
Consumer		17,277			255			5.92	%		5,783			66			4.59	%
Other		1,079			6			2.23	%		1,382			7			2.04	%
Leases		105,953			1,419			5.37	%		90,836			1,125			4.98	%
Total Loans & Leases		2,570,001			34,716			5.42	%		2,286,971			28,927			5.09	%
Total Earning Assets		3,166,920		$	38,759			4.91	%		2,871,232		$	32,267			4.52	%

Unrealized Gain on Securities Available-for-Sale		(437	)								(8,660	)
Allowance for Credit Losses		(55,056	)								(50,882	)
Cash and Due From Banks		54,382									45,430
All Other Assets		223,249									193,197
Total Assets	$	3,389,058								$	3,050,317

Liabilities & Shareholders’ Equity
Interest Bearing Deposits:
Interest Bearing DDA	$	649,230			574			0.35	%	$	585,363			305			0.21	%
Savings and Money Market		900,327			797			0.36	%		814,536			333			0.16	%
Time Deposits		517,896			1,741			1.35	%		471,320			891			0.76	%
Total Interest Bearing Deposits		2,067,453			3,112			0.60	%		1,871,219			1,529			0.33	%
Subordinated Debentures		10,310			141			5.49	%		10,310			131			5.11	%
Total Interest Bearing Liabilities		2,077,763		$	3,253			0.63	%		1,881,529		$	1,660			0.35	%
Interest Rate Spread ⁽³⁾								4.28	%								4.17	%
Demand Deposits (Non-Interest Bearing)		920,627									810,962
All Other Liabilities		56,473									47,971
Total Liabilities		3,054,863									2,740,462

Shareholders’ Equity		334,195									309,855
Total Liabilities & Shareholders’ Equity	$	3,389,058								$	3,050,317
Net Interest Income and Margin on Total Earning Assets ⁽⁴⁾					35,506			4.50	%					30,607			4.29	%
Tax Equivalent Adjustment					(132	)								(106	)
Net Interest Income				$	35,374			4.48	%				$	30,501			4.27	%

(1) Yields and interest income are calculated on an fully taxable equivalent basis using the current statutory federal tax rate.

(2) Average balances on loans & leases outstanding include non-performing loans, if any. The amortized portion of net loan origination fees is included in interest income on loans & leases, representing an adjustment to the yield.

(3) Interest rate spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4) Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets.

Table of Contents

Farmers & Merchants Bancorp

Year-to-Date Average Balances and Interest Rates

(Interest and Rates on a Taxable Equivalent Basis)

(in thousands)

	Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
Assets	Balance			Interest			Rate			Balance			Interest			Rate
Interest Bearing Deposits with Banks	$	190,559		$	2,286			2.42	%	$	133,512		$	1,100			1.66	%
Investment Securities:
U.S. Treasuries		34,924			326			1.87	%		79,461			547			1.38	%
U.S. Govt SBA		14,671			196			2.67	%		27,823			242			1.74	%
Government Agency & Government-Sponsored Entities		3,022			44			2.91	%		3,069			44			2.87	%
Obligations of States and Political Subdivisions - Non-Taxable ⁽¹⁾		57,251			1,197			4.18	%		53,858			1,039			3.86	%
Mortgage Backed Securities		302,244			3,996			2.64	%		319,628			3,824			2.39	%
Other		5,075			109			4.30	%		3,010			38			2.52	%
Total Investment Securities		417,187			5,868			2.81	%		486,849			5,734			2.36	%

Loans & Leases: ⁽²⁾
Real Estate		1,770,288			46,249			5.27	%		1,576,795			39,196			5.01	%
Home Equity Lines & Loans		39,804			1,201			6.08	%		35,219			931			5.33	%
Agricultural		264,574			7,476			5.70	%		257,036			6,367			5.00	%
Commercial		358,763			9,548			5.37	%		277,128			7,066			5.14	%
Consumer		17,524			509			5.86	%		5,539			142			5.17	%
Other		1,079			12			2.24	%		1,382			15			2.19	%
Leases		106,905			2,898			5.47	%		91,028			2,254			4.99	%
Total Loans & Leases		2,558,937			67,893			5.35	%		2,244,127			55,971			5.03	%
Total Earning Assets		3,166,683		$	76,047			4.84	%		2,864,488		$	62,805			4.42	%

Unrealized Gain on Securities Available-for-Sale		(2,219	)								(6,756	)
Allowance for Credit Losses		(55,147	)								(50,748	)
Cash and Due From Banks		55,289									45,975
All Other Assets		220,571									190,269
Total Assets	$	3,385,177								$	3,043,228

Liabilities & Shareholders’ Equity
Interest Bearing Deposits:
Interest Bearing DDA	$	658,297		$	1,126			0.34	%	$	585,270		$	577			0.20	%
Savings and Money Market		905,531			1,527			0.34	%		819,995			663			0.16	%
Time Deposits		515,886			3,280			1.28	%		475,010			1,694			0.72	%
Total Interest Bearing Deposits		2,079,714			5,933			0.58	%		1,880,275			2,934			0.31	%
Federal Home Loan Bank Advances		2			-			0.00	%		2			-			0.00	%
Subordinated Debentures		10,310			286			5.59	%		10,310			248			4.85	%
Total Interest Bearing Liabilities		2,090,026		$	6,219			0.60	%		1,890,587		$	3,182			0.34	%
Interest Rate Spread ⁽³⁾								4.24	%								4.08	%
Demand Deposits (Non-Interest Bearing)		918,280									803,155
All Other Liabilities		50,006									43,279
Total Liabilities		3,058,312									2,737,021

Shareholders’ Equity		326,865									306,207
Total Liabilities & Shareholders’ Equity	$	3,385,177								$	3,043,228
Net Interest Income and Margin on Total Earning Assets ⁽⁴⁾					69,828			4.45	%					59,623			4.20	%
Tax Equivalent Adjustment					(248	)								(216	)
Net Interest Income				$	69,580			4.43	%				$	59,407			4.18	%

(1) Yields and interest income are calculated on an fully taxable equivalent basis using the current statutory federal tax rate.

(3) Interest rate spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4) Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets.

Table of Contents

Farmers & Merchants Bancorp

Volume and Rate Analysis of Net Interest Revenue

(Interest and Rates on a Taxable Equivalent Basis)

(in thousands)	Three Months Ended June 30, 2019 compared to June 30, 2018								Six Months Ended June 30, 2019 compared to June 30, 2018
Interest Earning Assets	Volume			Rate		Net Chg.			Volume			Rate		Net Chg.
Interest Bearing Deposits with Banks	$	437		$	209	$	646		$	573		$	613	$	1,186
Investment Securities:
U.S. Treasuries		(209	)		90		(119	)		(374	)		153		(221	)
U.S. Govt SBA		(71	)		49		(22	)		(142	)		96		(46	)
Government Agency & Government-Sponsored Entities		-			-		-			(1	)		1		-
Obligations of States and Political Subdivisions - Non-Taxable		75			53		128			68			90		158
Mortgage Backed Securities		(121	)		169		48			(216	)		388		172
Other		16			6		22			35			36		71
Total Investment Securities		(310	)		367		57			(630	)		764		134

Loans & Leases:
Real Estate		2,084			1,319		3,403			4,984			2,069		7,053
Home Equity Lines & Loans		62			60		122			129			141		270
Agricultural		103			406		509			191			918		1,109
Commercial		1,188			84		1,272			2,161			321		2,482
Consumer		165			24		189			346			21		367
Other		(2	)		1		(1	)		(3	)		-		(3	)
Leases		200			94		294			417			227		644
Total Loans & Leases		3,800			1,988		5,788			8,225			3,697		11,922
Total Earning Assets		3,927			2,564		6,491			8,168			5,074		13,242

Interest Bearing Liabilities
Interest Bearing Deposits:
Interest Bearing DDA		37			232		269			80			469		549
Savings and Money Market		39			425		464			76			788		864
Time		96			754		850			157			1,429		1,586
Total Interest Bearing Deposits		172			1,411		1,583			313			2,686		2,999
Subordinated Debentures		-			10		10			-			38		38
Total Interest Bearing Liabilities		172			1,421		1,593			313			2,724		3,037
Total Change on a Tax Equivalent Basis	$	3,755		$	1,143	$	4,898		$	7,855		$	2,350	$	10,205

Notes: Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total “net change.” The above figures have been rounded to the nearest whole number.

Second Quarter 2019 vs. Second Quarter 2018

Net interest income for the second quarter of 2019 increased 16.0% or $4.9 million to $35.4 million. On a fully taxable equivalent basis, net interest income increased 16.0% and totaled $35.5 million for the second quarter of 2019. As more fully discussed below, the increase in net interest income was due to a $295.7 million increase in average earning assets and a 0.21% increase in the net interest margin.

Net interest income on a taxable equivalent basis, expressed as a percentage of average total earning assets, is referred to as the net interest margin. For the quarter ended June 30, 2019, the Company’s net interest margin was 4.50% compared to 4.29% for the quarter ended June 30, 2018. This increase in net interest margin was due primarily to an increase of 0.39% in the yield received on earning assets, offset by an increase of 0.28% in the rates paid on interest bearing liabilities.

Table of Contents

Average loans & leases totaled $2.6 billion for the quarter ended June 30, 2019; an increase of $283.0 million compared to the average balance for the quarter ended June 30, 2018. Loans & leases increased from 79.7% of average earning assets at June 30, 2018 to 81.2% at June 30, 2019. The annualized yield on the Company’s loan & lease portfolio increased to 5.42% for the quarter ended June 30, 2019, compared to 5.09% for the quarter ended June 30, 2018. This increase in yield was primarily due to an increase in market interest rates. Overall, the positive impact on interest revenue from: (1) the increase in loan & lease balances and (2) rising yields resulted in interest income from loans & leases increasing 20.0% to $34.7 million for quarter ended June 30, 2019. The Company continues to experience aggressive competitor pricing for loans & leases to which it may need to continue to respond in order to retain key customers. This could place negative pressure on future loan & lease yields and net interest margin.

The investment portfolio is the other main component of the Company’s earning assets. Historically, the Company invested primarily in: (1) mortgage-backed securities issued by government-sponsored entities; (2) debt securities issued by the U.S. Treasury, government agencies and government-sponsored entities; and (3) investment grade bank-qualified municipal bonds. However, at certain times the Company selectively added investment grade corporate securities (floating rate and fixed rate with maturities less than 5 years) to the portfolio in order to obtain yields that exceed government agency securities of equivalent maturity. Since the risk factor for these types of investments is generally lower than that of loans & leases, the yield earned on investments is generally less than that of loans & leases.

Average investment securities totaled $403.0 million for the quarter ended June 30, 2019; a decrease of $66.7 million compared to the average balance for the quarter ended June 30, 2018. Tax equivalent interest income on securities increased $57,000 to $2.88 million for the quarter ended June 30, 2019, compared to $2.83 million for the quarter ended June 30, 2018. The average investment portfolio yield, on a tax equivalent (TE) basis, was 2.86% for the quarter ended June 30, 2019, compared to 2.40% for the quarter ended June 30, 2018. This overall increase in yield was caused primarily by an increase in market interest rates. See “Financial Condition – Investment Securities” for a discussion of the Company’s investment strategy in 2019. Net interest income on the Schedule of Year-to-Date Average Balances and Interest Rates is shown on a tax equivalent basis, which is higher than net interest income as reflected on the Consolidated Statements of Income because of adjustments that relate to income on securities that are exempt from federal income taxes.

Interest bearing deposits with banks and overnight investments in Federal Funds Sold are additional earning assets available to the Company. Interest bearing deposits with banks consisted primarily of FRB deposits. Balances with the FRB earn interest at the Fed Funds rate, which was 2.35% in June 2019 compared to 1.95% in June 2018. Average interest bearing deposits with banks for the quarter ended June 30, 2019, was $193.6 million, an increase of $79.3 million compared to the average balance for the quarter ended June 30, 2018. Interest income on interest bearing deposits with banks for the quarter ended June 30, 2019, increased $646,000 to $1.2 million compared to the quarter ended June 30, 2018.

Average interest-bearing liabilities increased $196.2 million or 10.4% during the second quarter of 2019. Of that increase: (1) interest-bearing transaction deposits increased $63.9 million; (2) savings and money market deposits increased $85.8 million; (3) time deposits increased $46.5 million (see “Financial Condition – Deposits”); and (4) subordinated debt remained unchanged (see “Financial Condition – Subordinated Debentures”).

Total interest expense on interest bearing deposits was $3.1 million for the second quarter of 2019 as compared to $1.5 million for the second quarter of 2018. The average rate paid on interest-bearing deposits was 0.60% for the second quarter of 2019 compared to 0.33% for the second quarter of 2018. As a result of the increase in short-term market interest rates over the past 42 months, the Company is experiencing more aggressive competitor rates on interest bearing deposits, which it may need to meet in order to retain key customers. This could place negative pressure on future deposit rates and net interest margin.

At the current time, the market is expecting the Federal Reserve Bank will decrease short-term interest rates one or more times during the remainder of 2019. The Company is “asset sensitive” based upon the mix of its assets and liabilities, so future decreases in market interest rates could negatively impact our net interest margin. See Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk.

Table of Contents

Six Months Ended June 30, 2019 vs. Six Months Ended June 30, 2018

During the first six months of 2019, net interest income increased 17.1% to $69.6 million, compared to $59.4 million at June 30, 2018. On a fully taxable equivalent basis, net interest income increased 17.12% and totaled $69.8 million at June 30, 2019, compared to $59.6 million at June 30, 2018. The increase in net interest income was due to a $302.2 million increase in average earning assets, and a 0.25% increase in the net interest margin.

For the six months ended June 30, 2019, the Company’s net interest margin was 4.45% compared to 4.20% for the same period in 2018. This increase in net interest margin was due primarily to an increase of 0.42% in the yield received on earning assets, offset by an increase of 0.26% in the rates paid on interest bearing liabilities.

The average balance of loans & leases increased by $314.8 million for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The yield on the loan & lease portfolio increased 32 basis points to 5.35% for the six months ended June 30, 2019 compared to 5.03% for the six months ended June 30, 2018. Overall, the positive impact from: (1) the increase in loan and lease balances and (2) rising yields resulted in interest income from loans & leases increasing 21.3% or $11.9 million for the first six months of 2019.

Average investment securities were $417.2 million for the six months ended June 30, 2019 compared to $486.9 million for the same period in 2018. The average tax equivalent yield for the six months ended June 30, 2019 was 2.81% compared to 2.36% for the six months ended June 30, 2018. This overall increase in yield was caused primarily by an increase in market interest rates. See “Financial Condition – Investment Securities” for a discussion of the Company’s investment strategy in 2019. Net interest income on the Schedule of Year-to-Date Average Balances and Interest Rates is shown on a tax equivalent basis, which is higher than net interest income as reflected on the Consolidated Statements of Income because of adjustments that relate to income on securities that are exempt from federal income taxes.

Interest bearing deposits with banks and overnight investments in Federal Funds Sold are additional earning assets available to the Company. Interest bearing deposits with banks consisted primarily of FRB deposits. Balances with the FRB earn interest at the Fed Funds rate, which was 2.35% in June 2019 compared to 1.95% in June 2018. Average interest bearing deposits with banks for the six-months ended June 30, 2019, was $190.6 million, an increase of $57.0 million compared to the average balance for the six-months ended June 30, 2018. Interest income on interest bearing deposits with banks for the six-months ended June 30, 2019, increased $1.2 million to $2.3 million compared to the six-months ended June 30, 2018.

Average interest-bearing liabilities increased $199.4 million or 10.6% during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Of that increase: (1) interest-bearing transaction deposits increased $73.0 million; (2) savings and money market deposits increased $85.5 million; (3) time deposits increased $40.9 million (see “Financial Condition – Deposits”); and (4) subordinated debt remained unchanged (see “Financial Condition – Subordinated Debentures”).

Total interest expense on interest bearing deposits was $5.9 million for the first six months of 2019 as compared to $2.9 million for the first six months of 2018. The average rate paid on interest-bearing deposits was 0.58% in the first six months of 2019 and 0.31% in the first six months of 2018. As a result of the increase in short-term market interest rates over the past 42 months, the Company is experiencing more aggressive competitor rates on interest bearing deposits, which it may need to meet in order to retain key customers. This could place negative pressure on future deposit rates and net interest margin.

Provision and Allowance for Credit Losses

As a financial institution that assumes lending and credit risks as a principal element of its business, credit losses will be experienced in the normal course of business. The Company has established credit management policies and procedures that govern both the approval of new loans & leases and the monitoring of the existing portfolio. The Company manages and controls credit risk through comprehensive underwriting and approval standards, dollar limits on loans & leases to one borrower (the term “borrower” is used herein to describe a customer who has entered into either a loan or lease transaction), and by restricting loans & leases made primarily to its principal market area where management believes it is best able to assess the applicable risk. Additionally, management has established guidelines to ensure the diversification of the Company’s credit portfolio such that even within key portfolio sectors such as real estate or agriculture, the portfolio is diversified across factors such as location, building type, crop type, etc. Management reports regularly to the Board of Directors regarding trends and conditions in the loan & lease portfolio and regularly conducts credit reviews of individual loans & leases. Loans & leases that are performing but have shown some signs of weakness are subject to more stringent reporting and oversight.

Table of Contents

Allowance for Credit Losses

The allowance for credit losses is an estimate of probable incurred credit losses inherent in the Company’s loan & lease portfolio as of the consolidated balance sheet date. The allowance is established through a provision for credit losses, which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan & lease growth. Credit exposures determined to be uncollectible are charged against the allowance. Cash received on previously charged off amounts is recorded as a recovery to the allowance. The overall allowance consists of three primary components: specific reserves related to impaired loans & leases; general reserves for inherent losses related to loans & leases that are not impaired; and an unallocated component that takes into account the imprecision in estimating and allocating allowance balances associated with macro factors.

A loan or lease is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement. Loans & leases determined to be impaired are individually evaluated for impairment. When a loan or lease is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan’s or lease’s effective interest rate, except that as a practical expedient, it may measure impairment based on a loan’s or lease’s observable market price, or the fair value of the collateral if the loan or lease is collateral dependent. A loan or lease is collateral dependent if the repayment of the loan or lease is expected to be provided solely by the underlying collateral.

A restructuring of a loan or lease constitutes a troubled debt restructuring (“TDR”) under ASC 310-40, if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. Restructured loans or leases typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. If the restructured loan or lease was current on all payments at the time of restructure and management reasonably expects the borrower will continue to perform after the restructure, management may keep the loan or lease on accrual. Loans & leases that are on nonaccrual status at the time they become TDR, remain on nonaccrual status until the borrower demonstrates a sustained period of performance, which the Company generally believes to be six consecutive months of payments, or equivalent. A loan or lease can be removed from TDR status if it was restructured at a market rate in a prior calendar year and is currently in compliance with its modified terms. However, these loans or leases continue to be classified as impaired and are individually evaluated for impairment.

The determination of the general reserve for loans or leases that are collectively evaluated for impairment is based on estimates made by management, to include, but not limited to, consideration of historical losses by portfolio segment, internal asset classifications, and qualitative factors that include economic trends in the Company’s service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Company’s underwriting policies, the character of the loan & lease portfolio, and probable losses inherent in the portfolio taken as a whole.

The Company maintains a separate allowance for each portfolio segment (loan & lease type). These portfolio segments include: (1) commercial real estate; (2) agricultural real estate; (3) real estate construction (including land and development loans); (4) residential 1 ^st mortgages; (5) home equity lines and loans; (6) agricultural; (7) commercial; (8) consumer & other; and (9) equipment leases. See “Financial Condition – Loans & Leases” for examples of loans & leases made by the Company. The allowance for credit losses attributable to each portfolio segment, which includes both impaired loans & leases and loans & leases that are not impaired, is combined to determine the Company’s overall allowance, which is included on the consolidated balance sheet.

Table of Contents

The Company assigns a risk rating to all loans & leases and periodically performs detailed reviews of all such loans & leases over a certain threshold to identify credit risks and assess overall collectability. For smaller balance loans & leases, such as consumer and residential real estate, a credit grade is established at inception, and then updated only when the loan or lease becomes contractually delinquent or when the borrower requests a modification. For larger balance loans, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans & leases. These credit quality indicators are used to assign a risk rating to each individual loan or lease. These risk ratings are also subject to examination by independent specialists engaged by the Company. The general reserve component of the allowance for credit losses also consists of reserve factors that are based on management’s assessment of the following for each portfolio segment: (1) inherent credit risk; (2) historical losses; and (3) other qualitative factors. These reserve factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment. See “Note 1 Significant Accounting Policies - Allowance for Credit Losses” and “Note 3 Loans & Leases and Allowances for Credit Losses.”

In addition, the Company’s and Bank’s regulators, including the FRB, DBO and FDIC, as an integral part of their examination process, review the adequacy of the allowance. These regulatory agencies may require additions to the allowance based on their judgment about information available at the time of their examinations.

Provision for Credit Losses

Changes in the provision for credit losses between years are the result of management’s evaluation, based upon information currently available, of the adequacy of the allowance for credit losses relative to factors such as the credit quality of the loan & lease portfolio, loan & lease growth, current credit losses, and the prevailing economic climate and its effect on borrowers’ ability to repay loans & leases in accordance with the terms of the notes.

The Central Valley of California was one of the hardest hit areas in the country during the recession. In many areas, housing prices declined as much as 60% and unemployment reached 15% or more. Although the economy has improved throughout most of the Central Valley, in some of the Company’s market segments housing prices remain below peak levels and unemployment rates remain above those in other areas of the state and country. While, in management’s opinion, the Company’s levels of net charge-offs and non-performing assets as of June 30, 2019, compare very favorably to our peers at the present time, carefully managing credit risk remains a key focus of the Company.

The State of California experienced drought conditions from 2013 through most of 2016. Since 2016, reasonable levels of rain and snow have alleviated drought conditions in many areas of California, including those in the Company’s primary service area. As a result, reservoir levels are high and the availability of water in our primary service area should not be an issue. Even though the vast majority of the Company’s agricultural customers are located in the more northern portion of the Central Valley where even during the worst of the drought, farmers still had access to reasonable ground water sources, the weather patterns over the past 5 years further reinforce the fact that the long-term risks associated with the availability of water are significant.

The Company made a $200,000 provision for credit losses during the first half of 2019 compared to $833,000 during the first half of 2018. Net charge-offs during the first half of 2019 were $341,000 compared to net charge-off of $39,000 in the first half of 2018. See “Overview – Looking Forward: 2019 and Beyond”, “Critical Accounting Policies and Estimates – Allowance for Credit Losses” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk-Credit Risk” located in the Company’s 2018 Annual Report on Form 10-K.

After reviewing all factors above, based upon information currently available, management concluded that the allowance for credit losses as of June 30, 2019, was adequate .

	Three Months Ended June 30,						Six Months Ended June 30,

(in thousands)	2019			2018			2019			2018
Balance at Beginning of Period	$	54,907		$	50,677		$	55,266		$	50,342
Charge-Offs		(18	)		(67	)		(418	)		(88	)
Recoveries		36			27			77			50
Provision		200			500			200			833
Balance at End of Period	$	55,125		$	51,137		$	55,125		$	51,137

Table of Contents

The table below breaks out current quarter activity by portfolio segment (in thousands):

June 30, 2019	Commercial Real Estate			Agricultural Real Estate		Real Estate Construction		Residential 1st Mortgages			Home Equity Lines & Loans			Agricultural			Commercial			Consumer & Other			Leases			Unallocated		Total

Year-To-Date Allowance for Credit Losses:
Beginning Balance- January 1, 2019	$	11,609		$	14,092	$	1,249	$	880		$	2,761		$	8,242		$	11,656		$	494		$	4,022		$	261	$	55,266
Charge-Offs		-			-		-		-			-			-			(379	)		(39	)		-			-		(418	)
Recoveries		-			-		-		6			11			11			23			26			-			-		77
Provision		(929	)		480		448		(22	)		(29	)		(772	)		967			(17	)		(922	)		996		200
Ending Balance- June 30, 2019	$	10,680		$	14,572	$	1,697	$	864		$	2,743		$	7,481		$	12,267		$	464		$	3,100		$	1,257	$	55,125
Second Quarter Allowance for Credit Losses:
Beginning Balance- April 1, 2019	$	11,400		$	14,493	$	1,207	$	863		$	2,738		$	7,448		$	11,933		$	467		$	4,008		$	350	$	54,907
Charge-Offs		-			-		-		-			-			-			-			(18	)		-			-		(18	)
Recoveries		-			-		-		3			5			4			12			12			-			-		36
Provision		(720	)		79		490		(2	)		-			29			322			3			(908	)		907		200
Ending Balance- June 30, 2019	$	10,680		$	14,572	$	1,697	$	864		$	2,743		$	7,481		$	12,267		$	464		$	3,100		$	1,257	$	55,125

The Allowance for Credit Losses at June 30, 2019 decreased $141,000 from December 31, 2018. The allowance allocated to the following portfolio segments changed materially during the first six months of 2019:

•

The allowance for commercial real estate loans, agricultural loans and leases decreased primarily due to decreases in loan balances in these portfolio segments.

•

The allowance for commercial loans increased primarily due to balance increases along with a $3.65 million increase in special mention and substandard loans in this portfolio segment.

•

The allowance for agricultural real estate loans increased primarily due to increases in loan balances in this portfolio segment.

See “Management’s Discussion and Analysis - Financial Condition – Classified Loans & Leases and Non-Performing Assets” for further discussion regarding these loan categories.

See “Note 3. Allowance for Credit Losses” for additional details regarding the provision and allowance for credit losses.

Non-Interest Income

Non-interest income includes: (1) service charges and fees from deposit accounts; (2) net gains and losses from investment securities; (3 ) increases in the cash surrender value of bank owned life insurance; (4) debit card and ATM fees; (5) net gains and losses on non-qualified deferred compensation plans; and (6) fees from other miscellaneous business services.

Second Quarter 2019 vs. Second Quarter 2018

Non-interest income increased $2.1 million or 92.7% for the three months ended June 30, 2019, compared to the same period of 2018. This increase was primarily due to: (1) a $1.3 million increase resulting from the net loss on sale of investment securities during the first half of the prior year (2018); (2) a $195,000 increase in Debit Card and ATM Fees; and (3) a $411,000 increase in the net gain on deferred compensation investments (Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest income, an offsetting entry is also required to be made to non-interest expense resulting in no effect on the Company’s net income).

Table of Contents

Six Months Ended June 30, 2019 vs. Six Months Ended June 30, 2018

Non‑interest income increased $1.9 million or 27.6% for the six months ended June 30, 2019 compared to the same period of 2018. This increase was primarily due to: (1) a $1.3 million increase resulting from the net loss on the sale of investment securities during the first half of the prior year (2018); (2) a $356,000 increase in Debit Card and ATM Fees; and (3) a $674,000 increase in the net gain on deferred compensation investments (Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest income, an offsetting entry is also required to be made to non-interest expense resulting in no effect on the Company’s net income). These increases were partially offset by a $647,000 decrease related to non-recurring income received during the first half of 2018.

Non-Interest Expense

Non-interest expense for the Company includes expenses for: (1) salaries and employee benefits; (2) net gains and losses on non-qualified deferred compensation plan investments; (3) occupancy; (4) equipment; (5) supplies; (6) legal fees; (7) professional services; (8) data processing; (9) marketing; (10) deposit insurance; (11) ORE carrying costs and gains/losses on sale; and (12) other miscellaneous expenses.

Second Quarter 2019 vs. Second Quarter 2018

Overall, non-interest expense increased $2.4 million or 13.3% for the three months ended June 30, 2019, compared to the same period in 2018. This increase was primarily comprised of : (1) a $1.8 million increase in salaries and employee benefits; and (2) a $411,000 increase in the net gain on deferred compensation investments (Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest expense, an offsetting entry is also required to be made to non-interest income resulting in no effect on the Company’s net income).

Six Months Ended June 30, 2019 vs. Six Months Ended June 30, 2018

Non-interest expense increased $2.9 million or 7.7% for the six months ended June 30, 2019, compared to the same period of 2018. This increase was primarily comprised of: (1) a $1.7 million increase in salaries and employee benefits; (2) a $674,000 increase in the net gain on deferred compensation investments (Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest expense, an offsetting entry is also required to be made to non-interest income resulting in no effect on the Company’s net income) ; (3) increased occupancy and equipment expenses of $517,000; and (4) increased legal fees of $428,000.

Income Taxes

The Bank’s provision for income taxes increased 37.8% to $9.6 million for the first six months of 2019. The Company’s effective tax rate for the first six months of 2019 was 25.7% compared to 25.3% for the same period in 2018. The Company’s effective tax rate fluctuates from quarter to quarter due primarily to changes in the mix of taxable and tax-exempt earning sources. The effective rates were lower than the combined Federal and State statutory rate of 30% due primarily to benefits regarding the cash surrender value of life insurance; credits associated with low income housing tax credit investments (LIHTC); and tax-exempt interest income on municipal securities and loans.

With the exception of the one-time DTA re-measurement that took place in 2017, tax law causes the Company’s taxes payable to approximate or exceed the current provision for taxes on the income statement. Three provisions have had a significant effect on the Company’s current income tax liability: (1) the restrictions on the deductibility of credit losses; (2) deductibility of pension and other long-term employee benefits only when paid; and (3) the statutory deferral of deductibility of California franchise taxes on the Company’s federal return.

Table of Contents

Financial Condition

This section discusses material changes in the Company’s consolidated balance sheet at June 30, 2019, as compared to December 31, 2018 and to June 30, 2018. As previously discussed (see “Overview”) the Company’s consolidated financial condition can be influenced by the seasonal banking needs of its agricultural customers.

Investment Securities and Federal Funds Sold

The investment portfolio provides the Company with an income alternative to loans & leases. The debt securities in the Company’s investment portfolio have historically been comprised primarily of: (1) mortgage-backed securities issued by federal government-sponsored entities; (2) debt securities issued by US Treasury, government agencies and government-sponsored entities; and (3) investment grade bank-qualified municipal bonds. However, at certain times, the Company has selectively added investment grade corporate debt securities (floating rate and fixed rate with maturities less than 5 years) to the portfolio in order to obtain yields that exceed government agency securities of equivalent maturity without subjecting the Company to the interest rate risk associated with mortgage-backed securities.

The Company’s investment portfolio at June 30, 2019 was $548.4 million compared to $549.0 million at the end of 2018, a decrease of $559,000 or .1%. At June 30, 2018, the investment portfolio totaled $502.4 million. The Company currently invests most of its available funds in either shorter term U.S. Treasury, government agency & government-sponsored entity securities or shorter term (10, 15, and 20 year) mortgage-backed securities.

The Company’s total investment portfolio currently represents 16.0% of the Company’s total assets as compared to 16.0% at December 31, 2018, and 16.2% at June 30, 2018.

As of June 30, 2019, the Company held $60.3 million of municipal investments, of which $34.6 million were bank-qualified municipal bonds, all classified as HTM. In order to comply with Section 939A of the Dodd-Frank Act, the Company performs its own credit analysis on new purchases of municipal bonds. As of June 30, 2019, ninety-nine percent of the Company’s bank-qualified municipal bond portfolio is rated at either the issue or issuer level, and all of these ratings are “investment grade.” The Company monitors the status of all municipal investments with particular attention paid to the approximately one percent ($150,000) of the portfolio that is not rated, and at the current time does not believe any of them to be exhibiting financial problems that could result in a loss in any individual security.

Not included in the investment portfolio are interest bearing deposits with banks and overnight investments in Federal Funds Sold. Interest bearing deposits with banks consisted of FRB deposits. The FRB currently pays interest on the deposits that banks maintain in their FRB accounts, whereas historically banks had to sell these Federal Funds to other banks in order to earn interest. Since balances at the FRB are effectively risk free, the Company elected to maintain its excess cash at the FRB. Interest bearing deposits with banks totaled $50.2 million at June 30, 2019, $84.5 million at December 31, 2018 and $55.4 million at June 30, 2018.

The Company classifies its investments in debt securities as HTM, trading, or AFS. Securities are classified as HTM and are carried at amortized cost when the Company has the intent and ability to hold the securities to maturity. Trading securities are securities acquired for short-term appreciation and are carried at fair value, with unrealized gains and losses recorded in non-interest income. As of June 30, 2019, December 31, 2018 and June 30, 2018, there were no securities in the trading portfolio. Securities classified as AFS include securities, which may be sold to effectively manage interest rate risk exposure, prepayment risk, satisfy liquidity demands and other factors. These securities are reported at fair value with aggregate, unrealized gains or losses excluded from income and included as a separate component of shareholders’ equity, net of related income taxes.

Loans & Leases

Loans & leases can be categorized by borrowing purpose and use of funds. Common examples of loans & leases made by the Company include:

Commercial and Agricultural Real Estate - These are loans secured by farmland, commercial real estate, multifamily residential properties, and other non-farm, non-residential properties generally within our market area. Commercial mortgage term loans can be made if the property is either income producing or scheduled to become income producing based upon acceptable pre-leasing, and the income will be the Bank’s primary source of repayment for the loan. Loans are made both on owner occupied and investor properties; generally do not exceed 10 years (and may have pricing adjustments on a shorter timeframe); have debt service coverage ratios of 1.00 or better with a target of greater than 1.25; and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk in the loan.

Table of Contents

Real Estate Construction - These are loans for development and construction (the Company generally requires the borrower to fund the land acquisition) and are secured by commercial or residential real estate. These loans are generally made only to experienced local developers with whom the Bank has a successful track record; for projects in our service area; with Loan To Value (LTV) below 75%; and where the property can be developed and sold within 2 years. Commercial construction loans are made only when there is a written take-out commitment from the Bank or an acceptable financial institution or government agency. Most acquisition, development and construction loans are tied to the prime rate or LIBOR with an appropriate spread based on the amount of perceived risk in the loan.

Residential 1 ^st Mortgages - These are loans primarily made on owner occupied residences; generally underwritten to income and LTV guidelines similar to those used by FNMA and FHLMC; however, we will make loans on rural residential properties up to 40 acres. Most residential loans have terms from ten to twenty years and carry fixed rates priced off of treasury rates. The Company has always underwritten mortgage loans based upon traditional underwriting criteria and does not make loans that are known in the industry as “subprime,” “no or low doc,” or “stated income.”

Home Equity Lines and Loans - These are loans made to individuals for home improvements and other personal needs. Generally, amounts do not exceed $250,000; Combined Loan To Value (CLTV) does not exceed 80%; FICO scores are at or above 670; Total Debt Ratios do not exceed 43%; and in some situations the Company is in a 1 ^st lien position.

Agricultural - These are loans and lines of credit made to farmers to finance agricultural production. Lines of credit are extended to finance the seasonal needs of farmers during peak growing periods; are usually established for periods no longer than 12 to 36 months; are often secured by general filing liens on livestock, crops, crop proceeds and equipment; and are most often tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan. Term loans are primarily made for the financing of equipment, expansion or modernization of a processing plant, or orchard/vineyard development; have maturities from five to seven years; and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk in the loan.

Commercial - These are loans and lines of credit to businesses that are sole proprietorships, partnerships, LLC’s and corporations. Lines of credit are extended to finance the seasonal working capital needs of customers during peak business periods; are usually established for periods no longer than 12 to 24 months; are often secured by general filing liens on accounts receivable, inventory and equipment; and are most often tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan. Term loans are primarily made for the financing of equipment, expansion or modernization of a plant or purchase of a business; have maturities from five to seven years; and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk in the loan.

Consumer - These are loans to individuals for personal use, and primarily include loans to purchase automobiles or recreational vehicles, and unsecured lines of credit. The Company has a very minimal consumer loan portfolio, and loans are primarily made as an accommodation to deposit customers.

Leases –These are leases to businesses or individuals, for the purpose of financing the acquisition of equipment. They can be either “finance leases” where the lessee retains the tax benefits of ownership but obtains 100% financing on their equipment purchases; or “true tax leases” where the Company, as lessor, places reliance on equipment residual value and in doing so obtains the tax benefits of ownership. Leases typically have a maturity of three to ten years, and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk. Credit risks are underwritten using the same credit criteria the Company would use when making an equipment term loan. Residual value risk is managed through the use of qualified, independent appraisers that establish the residual values the Company uses in structuring a lease.

See “Item 3. Quantitative and Qualitative Disclosures About Market Risk-Credit Risk” for a discussion about the credit risks the Company assumes and its overall credit risk management practices.

Table of Contents

Each loan or lease type involves risks specific to the: (1) borrower; (2) collateral; and (3) loan & lease structure. See “Results of Operations - Provision and Allowance for Credit Losses” for a more detailed discussion of risks by loan & lease type. The Company’s current underwriting policies and standards are designed to mitigate the risks involved in each loan & lease type. The Company’s policies require that loans & leases are approved only to those borrowers exhibiting a clear source of repayment and the ability to service existing and proposed debt. The Company’s underwriting procedures for all loan & lease types require careful consideration of the borrower, the borrower’s financial condition, the borrower’s management capability, the borrower’s industry, and the economic environment affecting the loan or lease.

Most loans & leases made by the Company are secured, but collateral is the secondary or tertiary source of repayment; cash flow is our primary source of repayment. The quality and liquidity of collateral are important and must be confirmed before the loan is made.

In order to be responsive to borrower needs, the Company prices loans & leases: (1) on both a fixed rate and adjustable rate basis; (2) over different terms; and (3) based upon different rate indices; as long as these structures are consistent with the Company’s interest rate risk management policies and procedures. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk-Interest Rate Risk” for further details.

Overall, the Company’s loan & lease portfolio at June 30, 2019 totaled $2.6 billion, an increase of $254.5 million or 10.9% over June 30, 2018. This increase has occurred as a result of: (1) the Company’s business development efforts directed toward credit-qualified borrowers; (2) expansion in the equipment leasing business; (3) expansion of our service area into the East Bay of San Francisco and Napa; and (4) the acquisition of the Bank of Rio Vista which added $80.5 million to loan balances. No assurances can be made that this growth in the loan & lease portfolio will continue.

Loans & leases at June 30, 2019 increased $27.7 million from $2.6 billion at December 31, 2018

The following table sets forth the distribution of the loan & lease portfolio by type and percent as of the periods indicated.

Loan & Lease Portfolio	June 30, 2019				December 31, 2018				June 30, 2018
(in thousands)	$		%		$		%		$		%
Commercial Real Estate	$	821,472	31.5	%	$	834,476	32.4	%	$	759,389	32.3	%
Agricultural Real Estate		605,776	23.2	%		584,625	22.7	%		540,852	23.0	%
Real Estate Construction		93,539	3.6	%		98,568	3.8	%		94,223	4.0	%
Residential 1st Mortgages		257,408	9.9	%		259,736	10.1	%		261,804	11.1	%
Home Equity Lines and Loans		40,210	1.5	%		40,789	1.6	%		37,669	1.6	%
Agricultural		284,858	10.9	%		290,463	11.3	%		273,170	11.6	%
Commercial		382,192	14.7	%		343,834	13.3	%		286,651	12.2	%
Consumer & Other		17,844	0.7	%		19,412	0.8	%		7,390	0.3	%
Leases		102,300	4.0	%		106,217	4.0	%		89,928	3.9	%
Total Gross Loans & Leases		2,605,599	100.0	%		2,578,120	100.0	%		2,351,076	100.0	%
Less: Unearned Income		6,701				6,879				6,628
Subtotal		2,598,898				2,571,241				2,344,448
Less: Allowance for Credit Losses		55,125				55,266				51,337
Net Loans & Leases	$	2,543,773			$	2,515,975			$	2,293,111

Table of Contents

Classified Loans & Leases and Non-Performing Assets

All loans & leases are assigned a credit risk grade using grading standards developed by bank regulatory agencies. See “Results of Operations - Provision and Allowance for Credit Losses” for more detail on risk grades. The Company utilizes the services of a third-party independent loan review firm to perform evaluations of individual loans & leases and review the credit risk grades the Company places on loans & leases. Loans & leases that are judged to exhibit a higher risk profile are referred to as “classified loans & leases,” and these loans & leases receive increased management attention. As of June 30, 2019, classified loans totaled $14.9 million compared to $15.1 million at December 31, 2018 and $9.5 million at June 30, 2018.

Classified loans & leases with higher levels of credit risk can be further designated as “impaired” loans & leases. A loan or lease is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement. See “Results of Operations - Provision and Allowance for Credit Losses” for further details. Impaired loans & leases consist of: (1) non-accrual loans & leases; and/or (2) restructured loans & leases that are still performing (i.e., accruing interest).

Non-Accrual Loans & leases - Accrual of interest on loans & leases is generally discontinued when a loan or lease becomes contractually past due by 90 days or more with respect to interest or principal. When loans & leases are 90 days past due, but in management’s judgment are well secured and in the process of collection, they may not be classified as non-accrual. When a loan or lease is placed on non-accrual status, all interest previously accrued but not collected is reversed. Income on such loans & leases is then recognized only to the extent that cash is received and where the future collection of principal is probable. There were no non-accrual loans & leases at June 30, 2019 or December 31, 2018. At June 30, 2018 non-accrual loans & leases totaled $729,000.

Restructured Loans & Leases - A restructuring of a loan or lease constitutes a TDR under ASC 310-40, if the Company for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider. Restructured loans or leases typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. If the restructured loan or lease was current on all payments at the time of restructure and management reasonably expects the borrower will continue to perform after the restructure, management may keep the loan or lease on accrual. Loans & leases that are on nonaccrual status at the time they become TDR loans, remain on nonaccrual status until the borrower demonstrates a sustained period of performance, which the Company generally believes to be six consecutive months of payments, or equivalent. A loan or lease can be removed from TDR status if it was restructured at a market rate in a prior calendar year and is currently in compliance with its modified terms. However, these loans or leases continue to be classified as impaired and are individually evaluated for impairment.

As of June 30, 2019, restructured loans & leases on accrual totaled $12.1 million as compared to $13.6 million at December 31, 2018. Restructured loans on accrual at June 30, 2018 were $6.4 million.

Other Real Estate - Loans where the collateral has been repossessed are classified as other real estate (“ORE”) or, if the collateral is personal property, the loan is classified as other assets on the Company’s financial statements.

The following table sets forth the amount of the Company’s non-performing loans & leases (defined as non-accrual loans & leases plus accruing loans & leases past due 90 days or more) and ORE as of the dates indicated.

Non-Performing Assets

(in thousands)	June 30, 2019			Dec. 31, 2018			June 30, 2018
Non-Performing Loans & Leases	$	-		$	-		$	729
Other Real Estate		873			873			873
Total Non-Performing Assets	$	873		$	873		$	1,602
Non-Performing Loans & Leases as a % of Total Loans & Leases		0.00	%		0.00	%		0.03	%
Restructured Loans & Leases (Performing)	$	12,113		$	13,577		$	6,365

Table of Contents

Although management believes that non-performing loans & leases are generally well-secured and that potential losses are provided for in the Company’s allowance for credit losses, there can be no assurance that future deterioration in economic conditions and/or collateral values will not result in future credit losses. Specific reserves of $0, $0, and $291,000 have been established for non-performing loans & leases at June 30, 2019, December 31, 2018 and June 30, 2018, respectively.

There was no foregone interest income on non-accrual loans & leases for the six months ended June 30 , 2019, and the year ended December 31, 2018. Foregone interest income on non-accrual loans & leases was $3,000 for the six months ended June 30 , 2018.

The Company reported $873,000 of ORE at June 30 , 2019, December 31, 2018, and June 30 , 2018.

Except for those classified and non-performing loans & leases discussed above, the Company’s management is not aware of any loans & leases as of June 30, 2019, for which known financial problems of the borrower would cause serious doubts as to the ability of these borrowers to materially comply with their present loan or lease repayment terms, or any known events that would result in the loan or lease being designated as non-performing at some future date. However:

•

The Central Valley was one of the hardest hit areas in the country during the recession. In many areas, housing prices declined as much as 60% and unemployment reached 15% or more. Although the economy has strengthened throughout most of the Central Valley, in some of the Company’s market segments housing prices remain below peak levels and unemployment levels remain above those in other areas of the state and country.

•

The State of California experienced drought conditions from 2013 through most of 2016. Since 2016, reasonable levels of rain and snow have alleviated drought conditions in many areas of California, including those in the Company’s primary service area. As a result, reservoir levels are high and the availability of water in our primary service area should not be an issue. Even though the vast majority of the Company’s agricultural customers are located in the more northern portion of the Central Valley, where even during the worst of the drought, farmers still had access to reasonable ground water sources, the weather patterns over the past 5 years further reinforce the fact that the long-term risks associated with the availability of water are significant.

•

The agricultural industry is facing challenges associated with: (1) weakness in export markets due to a stronger dollar and proposed changes in trade policies; (2) tight labor markets and higher wages due to legislative changes at the state and federal levels; and (3) proposed changes in immigration policy and the resulting impact on the labor pool.

See “Part I, Item 1A. Risk Factors” in the Company’s 2018 Annual Report on Form 10-K.

Deposits

One of the key sources of funds to support earning assets is the generation of deposits from the Company’s customer base. The ability to grow the customer base, and subsequently deposits, is a significant element in the performance of the Company.

The Company’s deposit balances at June 30, 2019 have increased $328.0 million or 12.2% compared to June 30, 2018. In addition to the Company’s ongoing business development activities for deposits, the following factors positively impacted year-over-year deposit growth: (1) the Company’s strong financial results and position and F&M Bank’s reputation as one of the most safe and sound banks in its market area; (2) the Company’s expansion of its service area into the East Bay of San Francisco and Napa; and (3) the acquisition of the Bank of Rio Vista which added $191.6 million in deposit balances. Short-term market interest rates have been increasing over the past 42 months, resulting in significant competitive pressures on deposit rates. The Company remains selective in how they respond to competitor rates, which may impact future deposit growth.

Although total deposits have increased 12.2% since June 30, 2018, importantly, low cost transaction accounts have grown at a strong pace as well:

•	Demand and interest-bearing transaction accounts increased $187.0 million or 13.2% since June 30, 2018.

Table of Contents

•	Savings and money market accounts have increased $87.7 million or 10.8% since June 30, 2018.

•	Time deposit accounts have increased $53.4 million or 11.5% since June 30, 2018.

The Company’s deposit balances at June 30, 2019 have decreased $37.6 million or 1.23% compared to December 31, 2018. Savings and money market deposits decreased 0.4% or $3.9 million while demand and interest-bearing transaction accounts decreased by $63.1 million or 3.8% and time deposit accounts decreased by $29.5 million or 6.0%. Deposit trends in the first half of the year can be impacted by the seasonal needs of our agricultural customers.

Federal Home Loan Bank Advances and Federal Reserve Bank Borrowings

Lines of credit with the Federal Reserve Bank and the Federal Home Loan Bank are other key sources of funds to support earning assets. These sources of funds are also used to manage the Company’s interest rate risk exposure, and as opportunities arise, to borrow and invest the proceeds at a positive spread through the investment portfolio. There were no FHLB Advances at June 30, 2019, December 31, 2018, or June 30, 2018. There were no Federal Funds purchased or advances from the FRB at June 30, 2019, December 31, 2018 or June 30, 2018.

As of June 30, 2019 the Company has additional borrowing capacity of $550.9 million with the Federal Home Loan Bank and $477.3 million with the Federal Reserve Bank. Any borrowings under these lines would be collateralized with loans that have been accepted for pledging at the FHLB and FRB.

Long-Term Subordinated Debentures

On December 17, 2003, the Company raised $10 million through an offering of trust-preferred securities (“TPS”). See Note 13 located in “Item 8. Financial Statements and Supplementary Data” of the Company’s 2018 Annual Report on Form 10-K. Although this amount is reflected as subordinated debt on the Company’s balance sheet, under current regulatory guidelines, our TPS will continue to qualify as regulatory capital (See “Capital”). These securities accrue interest at a variable rate based upon 3-month LIBOR plus 2.85%. Interest rates reset quarterly and were 5.26% as of June 30, 2019, 5.64% at December 31, 2018 and 5.18% at June 30, 2018. The average rate paid for these securities for the first half of 2019 was 5.59% and 4.85% for the first half of 2018. Additionally, if the Company decided to defer interest on the subordinated debentures, the Company would be prohibited from paying cash dividends on the Company’s common stock.

Capital

The Company relies primarily on capital generated through the retention of earnings to satisfy its capital requirements. The Company engages in an ongoing assessment of its capital needs in order to support business growth and to insure depositor protection. Shareholders’ Equity totaled $341.5 million at June 30, 2019, $311.2 million at December 31, 2018, and $315.5 million at June 30, 2018.

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain actions by regulators that, if undertaken, could have a material effect on the Company and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The implementation of Basel III requirements increased the required capital levels that the Company and the Bank must maintain. The final rules include new minimum risk-based capital and leverage ratios, which were fully phased in on January 1, 2019. The new minimum capital level requirements applicable to the Company and the Bank under the final rules are: (i) a common equity Tier 1 capital ratio of 4.5% of risk-weighted assets (“RWA”); (ii) a Tier 1 capital ratio of 6% of RWA; (iii) a total capital ratio of 8% of RWA; and (iv) a Tier 1 leverage ratio of 4% of total assets. The final rules established a “capital conservation buffer” of 2.5% above each of the new regulatory minimum capital ratios, which results in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0% of RWA; (ii) a Tier 1 capital ratio of 8.5% of RWA; and (iii) a total capital ratio of 10.5% of RWA. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. The final rules also permit the Company’s subordinated debentures issued in 2003 to continue to be counted as Tier 1 capital. The Company is currently in compliance with all of these new capital requirements and they do not result in any restrictions on the Company’s business activity.

Table of Contents

In addition, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

(in thousands)	Actual					Current Regulatory Capital Requirements					Well Capitalized Under Prompt Corrective Action
The Company:	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2019
Total Capital Ratio	$	372,319		12.05	%	$	247,101		8.0	%		N/A		N/A
Common Equity Tier 1 Capital Ratio	$	323,502		10.47	%	$	138,995		4.5	%		N/A		N/A
Tier 1 Capital Ratio	$	333,502		10.80	%	$	185,326		6.0	%		N/A		N/A
Tier 1 Leverage Ratio	$	333,502		9.87	%	$	135,131		3.0	%		N/A		N/A

( in thousands)	Actual					Current Regulatory Capital Requirements					Well Capitalized Under Prompt Corrective Action
The Bank:	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2019
Total Capital Ratio	$	370,938		12.01	%	$	247,073		8.0	%	$	308,841		10.0	%
Common Equity Tier 1 Capital Ratio	$	332,125		10.75	%	$	138,978		4.5	%	$	200,747		6.5	%
Tier 1 Capital Ratio	$	332,125		10.75	%	$	185,305		6.0	%	$	247,073		8.0	%
Tier 1 Leverage Ratio	$	332,125		9.84	%	$	134,964		3.0	%	$	168,705		5.0	%

As previously discussed (see “Long-Term Subordinated Debentures”), in order to supplement its regulatory capital base, during December 2003 the Company issued $10 million of trust preferred securities. On March 1, 2005, the Federal Reserve Board issued its final rule effective April 11, 2005, concerning the regulatory capital treatment of trust preferred securities (“TPS”) by bank holding companies (“BHCs”). Under the final rule BHCs may include TPS in Tier 1 capital in an amount equal to 25% of the sum of core capital net of goodwill. Any portion of trust-preferred securities not qualifying as Tier 1 capital would qualify as Tier 2 capital subject to certain limitations. The Company has received notification from the Federal Reserve Bank of San Francisco that all of the Company’s trust preferred securities currently qualify as Tier 1 capital.

The Company is not considered the primary beneficiary of this Trust (variable interest entity), therefore the trust is not consolidated in the Company’s financial statements, but rather the subordinated debentures are shown as a liability.

In 1998, the Board approved the Company’s first common stock repurchase program. This program has been extended and expanded several times since then, and most recently, on November 6, 2018, the Board of Directors approved an extension of the $20 million stock repurchase program over the three-year period ending December 31, 2021. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of the Company’s 2018 Annual Report on Form 10-K for additional information.

There were no stock repurchases during the first half of 2019 or 2018. The remaining dollar value of shares that may yet be purchased under the Company’s Common Stock Repurchase Plan is approximately $20 million.

Table of Contents

On August 5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the “Rights Plan”), pursuant to which the Company entered into a Rights Agreement dated August 5, 2008, with Computershare as Rights Agent. The Rights Plan was set to expire on August 5, 2018. On November 19, 2015, the Board of Directors approved a seven-year extension of the term of the Rights Plan. Pursuant to an Amendment to the Rights Agreement dated February 18, 2016, the term of the Rights Plan was extended from August 5, 2018 to August 5, 2025. The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was not in response to any particular proposal. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of the Company’s 2018 Annual Report on Form 10-K for further explanation.

During the first quarter of 2019, the Company issued 3,586 shares of common stock to the Bank’s non-qualified defined contribution retirement plans. These shares were issued at a price of $715.00 per share based upon a valuation completed by a nationally recognized bank consulting and advisory firm and in reliance upon the exemption in Section 4(a)(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder. The proceeds were contributed to the Bank as equity capital. There were no shares issued during the second quarter of 2019.

Critical Accounting Policies and Estimates

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” is based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing the Company’s financial statements management makes estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. These judgments govern areas such as the allowance for credit losses, the fair value of financial instruments and accounting for income taxes.

For a full discussion of the Company’s critical accounting policies and estimates see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2018 Annual Report on Form 10-K.

Off Balance Sheet Commitments

In the normal course of business the Company enters into financial instruments with off balance sheet risks in order to meet the financing needs of its customers. These financial instruments consist of commitments to extend credit, letters of credit and other types of financial guarantees. The Company had the following off balance sheet commitments as of the dates indicated.

(in thousands)	June 30, 2019		December 31, 2018		June 30, 2018
Commitments to Extend Credit	$	835,230	$	828,539	$	797,006
Letters of Credit		20,340		19,108		18,873
Performance Guarantees Under Interest Rate Swap Contracts Entered
Into Between Our Borrowing Customers and Third Parties		1,485		-		747

The Company’s exposure to credit loss in the event of nonperformance by the other party with regard to standby letters of credit, undisbursed loan commitments, and financial guarantees is represented by the contractual notional amount of those instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. The Company uses the same credit policies in making commitments and conditional obligations as it does for recorded balance sheet items. The Company may or may not require collateral or other security to support financial instruments with credit risk. Evaluations of each customer’s creditworthiness are performed on a case-by-case basis.

Standby letters of credit are conditional commitments issued by the Company to guarantee performance of or payment for a customer to a third party. Most standby letters of credit are issued for 12 months or less. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Additionally, the Company maintains a reserve for off balance sheet commitments which totaled $315,000 at June 30, 2019, December 31, 2018, and June 30, 2018. At June 30, 2018, the reserve was $267,000. We do not anticipate any material losses as a result of these transactions.

Table of Contents

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

The Company has adopted risk management policies and procedures, which aim to ensure the proper control and management of all risk factors inherent in the operation of the Company, most importantly credit risk, interest rate risk and liquidity risk. These risk factors are not mutually exclusive. It is recognized that any product or service offered by the Company may expose the Company to one or more of these risk factors.

Credit Risk

Credit risk is the risk to earnings or capital arising from an obligor’s failure to meet the terms of any contract or otherwise fail to perform as agreed. Credit risk is found in all activities where success depends on counterparty, issuer, or borrower performance.

Credit risk in the investment portfolio and correspondent bank accounts is addressed through defined limits in the Company’s policy statements. In addition, certain securities carry insurance to enhance credit quality of the bond.

In order to control credit risk in the loan & lease portfolio the Company has established credit management policies and procedures that govern both the approval of new loans & leases and the monitoring of the existing portfolio. The Company manages and controls credit risk through comprehensive underwriting and approval standards, dollar limits on loans & leases to one borrower, and by restricting loans & leases made primarily to its principal market area where management believes it is best able to assess the applicable risk. Additionally, management has established guidelines to ensure the diversification of the Company’s credit portfolio such that even within key portfolio sectors such as real estate or agriculture, the portfolio is diversified across factors such as location, building type, crop type, etc. However, as a financial institution that assumes credit risks as a principal element of its business, credit losses will be experienced in the normal course of business. The allowance for credit losses is maintained at a level considered by management to be adequate to provide for risks inherent in the loan & lease portfolio. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs.

The Company’s methodology for assessing the appropriateness of the allowance is applied on a regular basis and considers all loans & leases. The systematic methodology consists of three parts.

Part 1 - includes a detailed analysis of the loan & lease portfolio in two phases. The first phase is conducted in accordance with the “Receivables” topic of the FASB ASC. Individual loans & leases are reviewed to identify them for impairment. A loan or lease is impaired when principal and interest are deemed uncollectible in accordance with the original contractual terms of the loan or lease. Impairment is measured as either the expected future cash flows discounted at each loan’s or lease’s effective interest rate, the fair value of the loan’s or lease’s collateral if the loan or lease is collateral dependent, or an observable market price of the loan or lease, if one exists. Upon measuring the impairment, the Company will ensure an appropriate level of allowance is present or established.

Central to the first phase of the analysis of the loan & lease portfolio is the risk rating system. The originating credit officer assigns each borrower an initial risk rating, which is based primarily on a thorough analysis of that borrower’s financial position in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior credit administration personnel. Credits are monitored by credit administration personnel for deterioration in a borrower’s financial condition, which would impact the ability of the borrower to perform under the contract. Risk ratings are adjusted as necessary. Risk ratings are reviewed by both the Company’s independent third-party credit examiners and bank examiners from the DBO and FDIC.

Based on the risk rating system, specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicates that the loan or lease is impaired and there is a probability of loss. Management performs a detailed analysis of these loans & leases, including, but not limited to, cash flows, appraisals of the collateral, conditions of the marketplace for liquidating the collateral, and assessment of the guarantors. Management then determines the inherent loss potential and allocates a portion of the allowance for losses as a specific allowance for each of these credits.

Table of Contents

The second phase is conducted by segmenting the loan & lease portfolio by risk rating and into groups of loans & leases with similar characteristics in accordance with the “Contingency” topic of the FASB ASC. In this second phase, groups of loans & leases with similar characteristics are reviewed and the appropriate allowance factor is applied based on the historical average charge-off rate for each particular group of loans or leases.

Part 2 - considers qualitative internal and external factors that may affect a loan or lease’s collectability, is based upon management’s evaluation of various conditions, the effects of which are not directly measured in the determination of the historical and specific allowances. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio segments. The conditions evaluated in connection with the second element of the analysis of the allowance include, but are not limited to the following conditions that existed as of the balance sheet date:

◾	general economic and business conditions affecting the key service areas of the Company;

◾	credit quality trends (including trends in collateral values, delinquencies and non-performing loans & leases);

◾	loan & lease volumes, growth rates and concentrations;

◾	loan & lease portfolio seasoning;

◾	specific industry and crop conditions;

◾	recent loss experience; and

◾	duration of the current business cycle.

Part 3 - An unallocated allowance generally occurs due to the imprecision in estimating and allocating allowance balances associated with macro factors such as: (1) economic conditions in the Central Valley; and (2) the long-term risks associated with the availability of water in the Central Valley.

Management reviews all of these conditions in discussion with the Company’s senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable impaired credit or portfolio segment as of the evaluation date, management’s estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specifically identifiable impaired credit or portfolio segment as of the evaluation date, management’s evaluation of the inherent loss related to such condition is reflected in the second element of the allowance or in the unallocated allowance.

Management believes, that based upon the preceding methodology, and using information currently available, the allowance for credit losses at June 30, 2019 was adequate. No assurances can be given that future events may not result in increases in delinquencies, non-performing loans & leases, or net loan & lease charge-offs that would require increases in the provision for credit losses and thereby adversely affect the results of operations.

Interest Rate Risk

The mismatch between maturities of interest sensitive assets and liabilities results in uncertainty in the Company’s earnings and economic value and is referred to as interest rate risk. The Company does not attempt to predict interest rates and positions the balance sheet in a manner, which seeks to minimize, to the extent possible, the effects of changing interest rates.

The Company measures interest rate risk in terms of potential impact on both its economic value and earnings. The methods for governing the amount of interest rate risk include: (1) analysis of asset and liability mismatches (Gap analysis); (2) the utilization of a simulation model; and (3) limits on maturities of investment, loan & lease, and deposit products, which reduces the market volatility of those instruments.

The Gap analysis measures, at specific time intervals, the divergence between earning assets and interest bearing liabilities for which repricing opportunities will occur. A positive difference, or Gap, indicates that earning assets will reprice faster than interest-bearing liabilities (called “asset sensitive”). This will generally produce a greater net interest margin during periods of rising interest rates and a lower net interest margin during periods of declining interest rates. Conversely, a negative Gap (called “liability sensitive”) will generally produce a lower net interest margin during periods of rising interest rates and a greater net interest margin during periods of decreasing interest rates.

Table of Contents

The interest rates paid on deposit accounts do not always move in unison with the rates charged on loans & leases. In addition, the magnitude of changes in the rates charged on loans & leases is not always proportionate to the magnitude of changes in the rate paid for deposits. Consequently, changes in interest rates do not necessarily result in an increase or decrease in the net interest margin solely as a result of the differences between repricing opportunities of earning assets or interest bearing liabilities.

The Company also utilizes the results of a dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. The sensitivity of the Company’s net interest income is measured over a rolling one-year horizon.

The simulation model estimates the impact of changing interest rates on interest income from all interest-earning assets and the interest expense paid on all interest-bearing liabilities reflected on the Company’s balance sheet. This sensitivity analysis is compared to policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon assuming no balance sheet growth, given a 200 basis point upward and a 200 basis point downward shift in interest rates. A shift in rates over a 12-month period is assumed. Results that exceed policy limits, if any, are analyzed for risk tolerance and reported to the Board with appropriate recommendations. At June 30, 2019, the Company’s estimated net interest income sensitivity to changes in interest rates, as a percent of net interest income was an increase in net interest income of 2.70% if rates increase by 200 basis points and a decrease in net interest income of 4.80% if rates decline 200 basis points. Comparatively, at December 31, 2018, the Company’s estimated net interest income sensitivity to changes in interest rates, as a percent of net interest income was an increase in net interest income of 2.25% if rates increase by 200 basis points and a decrease in net interest income of 5.80% if rates decline 200 basis points.

The estimated sensitivity does not necessarily represent a Company forecast and the results may not be indicative of actual changes to the Company’s net interest income. These estimates are based upon a number of assumptions including: the nature and timing of interest rate levels including yield curve shape; prepayments on loans & leases and securities; pricing strategies on loans & leases and deposits; replacement of asset and liability cash flows; and other assumptions. While the assumptions used are based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions including how customer preferences or competitor influences might change.

Liquidity Risk

Liquidity risk is the risk to earnings or capital resulting from the Company’s inability to meet its obligations when they come due without incurring unacceptable losses. It includes the ability to manage unplanned decreases or changes in funding sources and to recognize or address changes in market conditions that affect the Company’s ability to liquidate assets or acquire funds quickly and with minimum loss of value. The Company endeavors to maintain a cash flow adequate to fund operations, handle fluctuations in deposit levels, respond to the credit needs of borrowers, and to take advantage of investment opportunities as they arise.

The Company’s principal operating sources of liquidity include (see “Item 8. Financial Statements and Supplementary Data – Consolidated Statements of Cash Flows” of the Company’s 2018 Annual Report on Form 10-K) cash and cash equivalents, cash provided by operating activities, principal payments on loans & leases, proceeds from the maturity or sale of investments, and growth in deposits. To supplement these operating sources of funds the Company maintains Federal Funds credit lines of $78 million and repurchase lines of $130 million with major banks. As of June 30, 2019, the Company has additional borrowing capacity of $550.9 million with the FHLB and $477.3 million with the FRB. Borrowings under these lines are collateralized with loans or securities that have been accepted for pledging at the FHLB and FRB.

At June 30, 2019, the Company had available sources of liquidity, which included cash and cash equivalents and unpledged investment securities AFS of approximately $317 million, which represents 9.24% of total assets.

ITEM 4.

CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that information is recorded and reported in all filings of financial reports. Such information is reported to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer to allow timely and accurate disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing these controls and procedures, management recognizes that they can only provide reasonable assurance of achieving the desired control objectives. Management also evaluated the cost-benefit relationship of possible controls and procedures.

Table of Contents

As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of Company’s disclosure controls and procedures under the supervision and with the participation of the Chief Executive Officer, the Chief Financial Officer and other senior management of the Company. The evaluation was based, in part, upon reports and affidavits provided by a number of executives. Based on the foregoing, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls over financial reporting subsequent to the date the Company completed its evaluation.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Certain lawsuits and claims arising in the ordinary course of business have been filed or are pending against the Company or its subsidiaries. Based upon information available to the Company, its review of such lawsuits and claims and consultation with its counsel, the Company believes the liability relating to these actions, if any, would not have a material adverse effect on its consolidated financial statements.

There are no material proceedings adverse to the Company to which any director, officer or affiliate of the Company is a party.

ITEM 1A. Risk Factors

See “Item 1A. Risk Factors” in the Company’s 2018 Annual Report to Shareholders on Form 10-K. In management’s opinion, there have been no material changes in risk factors since the filing of the 2018 Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The common stock of Farmers & Merchants Bancorp is not widely held or listed on any exchange. However, trades are reported on the OTCQX under the symbol “FMCB.” Additionally, management is aware that there are private transactions in the Company’s common stock.

There were no shares repurchased by Farmers & Merchants Bancorp during the first six months of 2019. The remaining dollar value of shares that may yet be purchased under the Company’s Stock Repurchase Plan is approximately $20.0 million.

During the first quarter of 2018, the Company issued 8,769 shares of common stock to the Bank’s non-qualified defined contribution retirement plans. These shares were issued at a price of $635.00 per share based upon a valuation completed by a nationally recognized bank consulting and advisory firm and in reliance upon the exemption in Section 4(a)(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder. The proceeds were contributed to the Bank as equity capital.

ITEM 3. Defaults Upon Senior Securities

Not applicable

Table of Contents

ITEM 4. Mine Safety Disclosures

Not applicable

ITEM 5. Other Information

None

ITEM 6. Exhibits

Exhibit No.		Description

	10.1	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Kent A. Steinwert, filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019.
	10.3	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Deborah E. Skinner, filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019.
	10.4	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Kenneth W. Smith, filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019.
	10.6	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Stephen W. Haley, filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019.
	10.8	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Jay J. Colombini, filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019.
	10.10	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Ryan J. Misasi, filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019.
	31(a)	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31(b)	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS	XBRL Instance Document
	101.SCH	XBRL Schema Document
	101.CAL	XBRL Calculation Linkbase Document
	101.LAB	XBRL Label Linkbase Document
	101.PRE XBRL	Presentation Linkbase Document
	101.DEF	XBRL Definition Linkbase Document

Table of Contents

SIGNATURES

Pursuant to the requirement 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

Date: August 9, 2019	/s/ Kent A. Steinwert
	Kent A. Steinwert
	Chairman, President
	& Chief Executive Officer
	(Principal Executive Officer)

Date: August 9, 2019	/s/ Stephen W. Haley
	Stephen W. Haley
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial & Accounting Officer)

Exhibit 10.1

PRESIDENT & CHIEF EXECUTIVE OFFICER

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 - Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”) and Farmers & Merchants Bancorp, a Delaware corporation (the “Company” or “Bancorp”) their successors and assigns (hereinafter collectively referred to as “Employer”), and Kent A. Steinwert (hereinafter referred to as “Employee”). Employer and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.01 - Employment: Employer hereby agrees to continue employing Employee, and Employee hereby accepts such continued employment with Employer, in accordance with the terms and conditions set forth herein.

Section 2.02 - Term of Employment: This Agreement shall become effective on August 1, 2019. This Agreement shall terminate on July 31, 2022 unless earlier terminated pursuant to the provisions of Part VII herein. If this Agreement is not terminated pursuant to Part VII, the Agreement shall renew automatically for an additional two year term, and for successive additional two year terms thereafter, unless earlier terminated pursuant to the provisions of Part VII.

PART III

DUTIES OF EMPLOYEE

Section 3.01- General Duties: During the term of this Agreement, Employee shall be employed as President and Chief Executive Officer of the Bank and Company under the direction of Bank’s and Company’s Board of Directors and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the Bank’s and Company’s Board of Directors in connection with the conduct of the Employer’s business. Employee shall report to such Boards of Directors and shall have the powers and duties customarily associated with the office of chief executive officer. During the term of this Agreement, the Company and Bank shall use their best efforts to cause Employee to be elected to their respective Boards of Directors.

- 1 -

Section 3.02 - Outside Activities: Employee agrees that, while employed by Employer, Employee will refrain from any outside activities which actually or potentially are in direct conflict with the essential enterprise-related or reputational interest of Employer, that would cause disruption of the Employer’s operations, or that would be in direct competition with the Employer or assist competitors of the Employer. It shall not be a violation of this Agreement for Employee (A) to serve on corporate, civic or charitable boards or committees, or (B) to deliver lectures or fulfill speaking engagements, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Employer; provided, however, that Employee shall give the Employer’s Board of Directors not less than fourteen (14) days’ notice of any actions contemplated by clauses (A) or (B), and will refrain from any such action to which the Board of Directors in their sole discretion, objects. It shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not represent a conflict with Employer, as described in Employer’s Employee Code of Conduct, and other pertinent policies and agreements.

PART IV

COMPENSATION

Section 4.01 - Salary: Employee shall be paid an annual base salary of no less than $895,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of Employer are paid. Employer’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.02 - Incentive and Retention Programs: Employee shall be eligible for an annual discretionary incentive bonus. The amount of the bonus for a given year shall be determined by Employer’s Board of Directors annually by January 31st of each following year and shall be paid no later than February 28th of each following year, provided Employee is still employed by Employer on the payment date. Employee shall be entitled to participate in the “Farmers & Merchants Bank of Central California Executive Retirement Plan – Salary Component”, “Farmers & Merchants Bank of Central California Split Dollar Agreement”, “Farmers & Merchants Bank of Central California Executive Retirement Plan – Equity Component”, and “Farmers & Merchants Bank of Central California Executive Retirement Plan – Performance Component”, the terms and conditions of which are set forth in separate agreements so titled.

PART V

BENEFITS

Section 5.01 - Benefits: Employee shall be entitled to participate in whatever vacation, medical, dental, pension, sick leave, 401(k), profit sharing, disability insurance or other plans of general application, or other benefits which are in effect as to other executive officers of Employer, or as may be in effect from time to time, in accordance with the rules established for individual participation in any such plan.

- 2 -

Section 5.02 - Automobile/Automobile Allowance: Employer shall provide Employee with either an automobile for business and incidental personal use or an automobile allowance as per Employer policy.

Section 5.03 - Membership Fees: Employer shall reimburse Employee for all appropriate and reasonable expenses incurred in performing Employee’s duties, including providing and paying for the dues and fees of membership in local social, service and civic clubs and/or organizations as Employer deems appropriate and necessary for enhancement of its presence within the local business community. In order to be eligible for reimbursement of these expenses, Employee must obtain pre-approval for such memberships from Employer’s Board of Directors and must provide Employer with receipts and documented evidence as is required by federal and state laws and regulations.

Section 5.04 - Directors and Officers Liability Insurance Coverage: To the extent commercially reasonable to do so under prevailing conditions in the insurance market, Employer shall provide directors and officers liability insurance coverage for the protection of Employee on terms and conditions no less favorable to Employee than are in effect on the date that this Agreement shall become effective. Following any termination of Employee’s employment with Employer, such coverage shall be continued under substantially the same terms and conditions as are in effect immediately prior to such termination of employment at no cost to Employee until all applicable statutes of limitation expire with respect to claims arising prior to such termination of employment. Employee expressly acknowledges, however, that Employer cannot and shall not guarantee the performance of the insurance company issuing such directors and officers liability insurance coverage pursuant to this Section. In addition to the foregoing, Employer shall also continue to make indemnification and advancement of litigation expense payments to Employee to the maximum extent and for the maximum period permitted by law.

PART VI

EXPENSES

Section 6.01 - Travel and Entertainment Expenses: During the term of this Agreement, Employer shall reimburse Employee for reasonable out of pocket expenses incurred in connection with Employer’s business, including travel expenses, food and lodging while away from Employee’s home, subject to such policies as Employer may from time to time establish for other officers of equivalent title. Employee shall keep records of Employee’s travel and entertainment expenses in a form suitable to the Internal Revenue Service and the Franchise Tax Board to qualify this reimbursement as a federal and state income tax deduction for Employer. In addition, Employee shall provide Employer with receipts for all expenses for which Employee seeks reimbursement.

- 3 -

PART VII

TERMINATION OF EMPLOYMENT

Section 7.01 - Termination at Option of Employer: Employer may terminate this Agreement at any time and without “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer’s intent to terminate this Agreement. The 60th day after Notice of Termination shall be deemed Employee’s Separation Date. In the event Employee’s employment is terminated by Employer pursuant to this Section, Employee shall be paid all accrued salary, accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer, or which are provided to Employer prior to the Separation Date, in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the Separation Date; (B) Employee’s continued loyalty to Employer, which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of the following Severance Package:

A Severance Payment equivalent to two (2) times Employee’s highest Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which Employee has earned during Employee’s employment with Employer. The Severance Payment shall be paid out in a lump sum no later than thirty (30) days following the Separation Date, provided that any payment delayed pending the effectiveness of the release shall be paid in a lump sum on the next pay day following the effectiveness of the release.

2.	A document acknowledging all responsibilities under the Farmers & Merchants Bank of Central California Split Dollar Agreement and the related Farmers & Merchants Bank of Central California Executive Bonus Agreement.

Payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs in accordance with the terms of those plans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Section 7.02- Termination for Cause: Employer may terminate Employee’s employment at any time for “Cause” upon written Notice of Termination to Employee, setting forth in reasonable detail the basis for the determination of “Cause.” Termination for Cause shall be effective immediately upon receipt of the Notice of Termination by Employee, and the date on which the Notice of Termination is received shall be deemed to be the Separation Date. If Employee is terminated pursuant to this Section 7.02, Employee shall be entitled only to accrued salary, vacation and reimbursement of expenses for which expense reports have been provided to Employer, or which are provided to Employer within two weeks of the Separation Date, in accordance with Employer’s policies and this Agreement. Employee shall be entitled to no further compensation or severance payment of any nature; provided however, that Employee will also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs in accordance with the terms of those plans, including any applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

- 4 -

“Cause” for purposes of this Agreement shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting.

Section 7.03 - Termination at Option of Employee: This Agreement may be terminated by Employee at Employee’s sole discretion by giving one hundred twenty (120) days written Notice of Resignation to Employer. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to Employer through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party to anyone inside or outside Employer that the Employee is leaving Employer), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, Employer may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately terminate Employee’s employment. Notwithstanding the foregoing, if Employer determines at any time during the120-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part IX of this Agreement, Employer may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

Section 7.04 - Option to Terminate on Permanent Disability of Employee: Employer may terminate this Agreement if, during the term of this Agreement, Employee shall become “Permanently Disabled”, as that term is defined herein. A termination pursuant to this Section 7.04 shall be deemed a termination without “Cause,” and shall be governed by the procedures, and shall entitle Employee to the Severance Package specified in Section 7.01. For purposes of this Agreement, Employee shall be deemed to have become Permanently Disabled if Employee is unable to perform his/her current duties, with or without reasonable accommodation, for an aggregate of 120 working days over a six month period, by reason of any medically determinable physical or mental impairment. Employer may issue its Notice of Termination to Employee on or after the 90 ^th working day of Permanent Disability, as defined herein.

The Notice of Termination shall be deemed withdrawn and the Agreement shall remain in effect after a Notice of Termination has been given to Employee under the following circumstances.

- 5 -

A.	Within thirty (30) days of the Notice of Termination being given to Employee, Employee returns to the full performance of Employee’s duties and provides medical certification that Employee can perform the essential functions of Employee’s duties with or without reasonable accommodation.

Within thirty (30) days of the Notice of Termination being given to Employee, Employee requests a reasonable accommodation from Employer which would permit Employee to perform the essential functions of Employee’s duties and such reasonable accommodation can be provided by Employer without an undue hardship.

Section 7.05 - Continuation of Medical Benefits: In the event Employee’s employment is terminated Employee shall be afforded the right to continue his/her medical benefits to the extent provided in the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at his/her expense. Employer shall provide Employee with the appropriate COBRA notification within the time required by the law from the Separation Date.

PART VIII

MERGERS AND ACQUISITIONS

Section 8.01 - Merger or Acquisition With a Change of Control.

Change of Control means a change of control of Bancorp. Such a Change of Control will be deemed to have occurred immediately before any of the following occur: (i) individuals, who were members of the Board of Directors of Bancorp immediately prior to a meeting of the shareholders of Bancorp which meeting involved a contest for the election of directors, do not constitute a majority of the Board of Directors of Bancorp following such election or meeting, (ii) an acquisition, directly or indirectly, of more than 30% of the outstanding shares of any class of voting securities of Bancorp by any Person, (iii) a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing less than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded), or (iv) there is a change, during any period of one year, of a majority of the Board of Directors of Bancorp as constituted as of the beginning of such period, unless the election of each director who is not a director at the beginning of such period was approved by a vote of at least a majority of the directors then in office who were directors at the beginning of such period. If the events or circumstances described in (i)-(iv), above, shall occur to or be applicable to Bank, then such Change of Control shall be deemed for all purposes of this Agreement to also be a “Change of Control” of Bancorp. For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than Bancorp, Employer, any other wholly owned subsidiary of Bancorp or any employee benefit plan(s) sponsored by Bancorp, Bank or other subsidiary of Bancorp. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred unless the change also constitutes the occurrence of a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5), with respect to the Employee.

- 6 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of a Change in Control of Employer or Bancorp under Section 8.01.1(i), (ii) or (iv), or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (i), (ii) or (iv) during the term of this Agreement and prior to Employee’s termination of employment, and in each case upon the execution by Employee and non-revocation of (A) a general release of all claims provided by Employer and (B) a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) two (2) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $250,000; (C) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.06), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee; (D) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (E) a gross-up payment as defined and set forth herein in Section 8.01.4.

Employer will also (i) provide employee with a document acknowledging all responsibilities under the Farmers & Merchants Bank of Central California Split Dollar Agreement (the “Split Dollar Agreement”) and the related Farmers & Merchants Bank of Central California Executive Bonus Agreement (the “Circle of Funds Agreement”), and (ii) if not previously done, contribute such assets as are necessary to fund its obligations under both agreements, including but not limited to (i) all insurance policies on the life of Employee taken out to provide funding for the Split Dollar Agreement, and (ii) cash in an amount to fund the estimated Circle of Funds payments over the remaining actuarially forecasted life span of the Employee, to an irrevocable grantor trust that conforms substantially with the model trust published in IRS Revenue Procedure 92-64, subject to a trustee selected by the Company prior to the Change of Control.

In addition, Employee will be entitled to payment of all awards of benefit plans and incentive and retention programs in accordance with the terms of those plans and programs, including applicable vesting and forfeiture provisions.

Upon the closing or other occurrence of the Change of Control transaction, and subject to the provisions of this Section 8.01, Employee shall receive disbursement of payments due Employee under this Section (except for payments or distributions from or pursuant to any nonqualified deferred compensation plan), in one lump sum payment, less any withholding required by state, federal or local law. Any payment or distribution from or pursuant to any nonqualified deferred compensation plan shall be governed by the terms of such plan. If Employee becomes entitled to payment under this Section 8.01.2, Employee shall not be entitled to the Severance Package under Sections 7.01 or 7.04, notwithstanding Employee’s subsequent termination of employment pursuant to those Sections.

- 7 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of, a Change of Control of Employer or Bancorp under Section 8.01.1(iii) (and not under (i), (ii) or (iv)) or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (iii) (and not under (i), (ii) or (iv)) during the term of this Agreement and prior to Employee’s termination of employment, and subject to execution by Employee of a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) one (1) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $250,000; (C) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (D) a gross-up payment as defined and set forth herein in Section 8.01.4.

Upon the closing or other occurrence of the Change of Control transaction, and subject to the provisions of this Section 8.01, Employee shall receive disbursement of payments due Employee under this Section in one lump sum payment, less any withholding required by state, federal or local law, upon the closing or other occurrence of the Change in Control transaction. If Employee becomes entitled to payment under this Section 8.01.3, Employee shall still be entitled to the Severance Package under Sections 7.01 or 7.04, should Employee’s subsequent termination of employment occur pursuant to those Sections.

4.	Gross-Up Payment: Employee shall be entitled to a “Gross-Up Payment” under the terms and conditions set forth herein, and such payment shall include the Excise Tax reimbursement due pursuant to Section 8.01.4.a and any federal and state tax reimbursements due pursuant to Section 8.01.4.b.

In the event that any payment or benefit (as those terms are defined within the meaning of Internal Revenue Code Section 280G(b)(2)) paid, payable, distributed or distributable to the Employee (hereinafter referred to as “Payments”) pursuant to the terms of this Agreement or otherwise in connection with or arising out of Employee’s employment with Employer or a change of control would be subject to the Excise Tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties are incurred by Employee with respect to such Excise Tax, then Employee will be entitled to receive an additional payment (“Gross-Up Payment”) in an amount equal to the total Excise Tax, interest and penalties imposed on Employee as a result of the payment and the Excise Taxes on any federal and state tax reimbursements as set forth in Section 8.01.4.b.

- 8 -

If Employer is obligated to pay Employee pursuant to Section 8.01.4.a, Employer shall also pay Employee an amount equal to the “total presumed federal and state taxes” that could be imposed on Employee with respect to the Excise Tax reimbursements due to Employee pursuant to Section 8.01.4.a and the federal and state tax reimbursements due to Employee pursuant to this section. For purposes of the preceding sentence, the “total presumed federal and state taxes” that could be imposed on Employee shall be conclusively calculated using a combined tax rate equal to the sum of the (a) the highest individual income tax rate in effect under Federal tax law applicable to Employee and the tax laws of the state in which Employee will be subject to tax on the payment and (b) the hospital insurance portion of FICA.

No adjustments will be made in this combined rate for the deduction of state taxes on the federal return, the loss of itemized deductions or exemptions, or for any other purpose for paying the actual taxes.

It is further intended that in the event that any payments would be subject to other “penalty” taxes (in addition to the Excise Tax in section 8.01.4.a) imposed applicable federal tax law, that these taxes would also be included in the calculation of the Gross-Up Payment, including any federal and state tax reimbursements pursuant to section 8.01.4.b.

Determination of Eligibility for and Amount of Gross-Up Payment: An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at Employer’s expense by an accounting firm appointed by Employer prior to any Change of Control. The accounting firm shall provide its determination, together with detailed supporting calculations and documentation to Employer and Employee prior to submission of the proposed Change of Control to Employer’s or Bancorp’s shareholders, Board of Directors or appropriate regulators for approval. If the accounting firm determines that no Excise Tax is payable by Employee with respect to a Payment or Payments, it shall furnish Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten (10) days of the delivery of the determination to Employee, Employee shall have the right to dispute the determination. The existence of the dispute shall not in any way affect Employee’s right to receive the Gross-Up Payment in accordance with the determination. Upon the final resolution of a dispute, Employer or its successor shall promptly pay to Employee any additional amount required by such resolution. If there is no dispute, the determination shall be binding, final and conclusive upon Employer and Employee, except to the extent that any taxing authority subsequently makes a determination that the Excise Tax or additional Excise Tax is due and owing on the payments made to Employee. If any taxing authority determines that the Excise Tax or additional Excise Tax is due and owing, Employer or the entity acquiring control of Employer shall pay the Excise Tax and any penalties assessed by such taxing authority.

Excise Tax Withholding: Notwithstanding anything contained in this Agreement to the contrary, in the event that according to the determination, an Excise Tax will be imposed on any Payment or Payments, Employer or its successor shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that Employer has actually withheld from the Payment or Payments.

- 9 -

Section 8.02 – Merger or Acquisition Without a Change of Control. In the event of a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing more than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded) Employee shall be paid a transaction bonus of .5% (one-half of one percent) of the deal value (defined as “the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of the acquired company’s equity securities, including amounts distributed after the closing of the acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the acquired company’s equity securities, such as costs and fees that are associated with the transaction”), subject to a minimum of $150,000 and a maximum of $600,000. Said transaction bonus to be paid through a contribution to the Non-Qualified Executive Retirement Plan – Equity Component.

PART IX

COVENANTS

Section 9.01 - Confidential Nature of Relationship. Employee acknowledges (i) the highly competitive nature of the business and the industry in which Employer competes; (ii) that as a key executive of Employer he/she has participated in and will continue to participate in the service of current customers and/or the solicitation of prospective customers, through which, among other things, Employee has obtained and will continue to obtain knowledge of the “know-how” and business practices of Employer, in which matters Employer has a substantial proprietary interest; (iii) that his/her employment hereunder renders the performance of services which are special, unique, extraordinary and intellectual in character, and his/her position with Employer placed and places him/her in a position of confidence and trust with the customers and employees of Employer; and (iv) that his/her rendering of services to the customers of Employer necessarily requires the disclosure to Employee of Trade and Business Secrets, Proprietary and Confidential Information, and Employer Materials (as defined in Section 9.03 below) of Employer. In the course of Employee’s employment with Employer, Employee has and will continue to develop a personal relationship with the customers and prospective customers (defined for purposes of this Agreement as customers that Employer is either actively soliciting or in the process of making a proposal for services to as of Employee’s Separation Date) of Employer and a knowledge of those customers’ and prospective customers’ affairs and requirements, and the relationship of Employer with its established clientele has been, and will continue to be, placed in Employee’s hands in confidence and trust. Employee consequently agrees that it is a legitimate interest of Employer, and reasonable and necessary for the protection of the confidential information, goodwill and business of Employer, which is valuable to Employer, that Employee make the covenants contained herein.

Employee Initials ____

- 10 -

Section 9.02 - Restrictions: Accordingly, Employee agrees that during the period that he/she is employed by Employer, unless in the normal course of business, he/she shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, directly or indirectly, and regardless of the reason for him/her ceasing to be employed by Employer, engage in the following:

Disclosure of Proprietary Information or Materials. Employee agrees that he/she will not directly or indirectly reveal, report, publish or disclose to any person, firm, or corporation not expressly authorized in writing by Employer’s Board of Directors to receive any Trade and Business Secret, Proprietary and Confidential Information or Employer Materials (as defined in Section 9.03 below). Employee further agrees that he/she will not use any Trade and Business Secret, Proprietary and Confidential Information and/or Employer Materials for any purpose except to perform his/her employment duties for Employer and such Trade and Business Secret, Proprietary and Confidential Information and/or Employer Materials may not be used or disclosed by Employee for his/her own benefit or purpose or for the benefit or purpose of a subsequent employer. These agreements will continue to apply after Employee is no longer employed by Employer so long as such Trade and Business Secrets, Proprietary and Confidential Information and Employer Materials are not nor have become, by legitimate means, generally known to the public.

Solicitation of Employees. Employee recognizes that he/she possesses and will possess confidential information about other employees of Employer and its affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customer(s) of Employer and its affiliates. Employee recognizes that the information he/she possesses and will possess about these other employees is not generally known, is of substantial value to Employer and its affiliates in developing their business and in securing and retaining customers, and in managing general daily operations of Employer, and has been and will be acquired by Employee because of his/her business position with Employer and its affiliates. Employee agrees that at all times during his/her employment with Employer and for a period of twelve (12) months thereafter, Employee will not, directly or indirectly, solicit or recruit any employee of Employer or its affiliates for the purpose of being employed by, or serving as a consultant or information resource to, the Employee, or any competitor of Employer or its affiliates on whose behalf Employee is acting as an agent, representative or employee, and that Employee will not convey such confidential information or trade secrets about other employees of Employer and its affiliates to any other Person or legal entity. In view of the nature of Employee’s employment with Employer, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such solicitation or recruitment in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting the Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph and to any other relief, including financial compensation commensurate with damages caused, available to them.

- 11 -

Solicitation of Customers. During the Employee’s employment by Employer and its affiliates and for a period of twelve (12) months after such employment ceases, the Employee shall not, directly or indirectly (whether as an officer, director, owner, employee, partner, consultant or other participant), use any Trade and Business Secret, Proprietary and Confidential information, or Employer Materials to identify, solicit or entice any Customer or Prospective Customer of Employer or its affiliates to make any changes whatsoever in their current or prospective relationships with Employer or its affiliates, and will not assist any other Person or entity to interfere with or dispute such current or prospective relationships. If Employee leaves Employer and goes to work for a new employer that is a competitor of Employer, and if that new employer already has an existing relationship with a Customer or Prospective Customer of Employer or its affiliates, this paragraph does not preclude Employee from making contact with such Customer or Prospective Customer on the new employer’s behalf, so long as such contact otherwise complies with the provisions of this paragraph. In view of the nature of the Employee’s employment with Employer, the Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such interference or competitive actions in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting the Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph, in addition to any other relief, including financial compensation commensurate with damages caused, available to them.

Employee Initials _____

Section 9.03 – Definitions:

A. TRADE AND BUSINESS SECRETS means information, including a formula, pattern, compilation, program, device, method, technique or process that derives independent economic value, actual or potential from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

B. PROPRIETARY AND CONFIDENTIAL INFORMATION means trade secrets, computer programs, designs, technology, ideas, know-how, processes, formulas, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, or other information concerning Employer’s:

(i) Business Activities, including but not limited to: actual or anticipated strategic plans and initiatives; marketing plans, advertising and collateral materials; new product development plans; competitor analyses; analyses of internal financial performance; financial forecasts and budgets; customer and prospect strategies and lists; proprietary designs of facilities and other delivery systems and processes; and any similar information to which Employee has access by virtue of performing his/her duties for Employer.

(ii) Customers, including but not limited to: information about Employer’s customers or prospective customers, such as the customer’s or prospect’s key decision-makers; customer preferences; customer strategies; terms of any contractual arrangements with Employer; business considerations; loan, deposit and other product and service pricing, terms and conditions, repayment structures, fee arrangements, structure of guarantees from other entities; and any similar information to which Employee has access by virtue of performing his/her duties for Employer.

- 12 -

(iii) Employees, including but not limited to: names of and contact information for Employer’s employees; their compensation, incentive plans, retirement plans, terms of employment, areas of expertise, projects, and experience; and any similar information to which Employee has access by virtue of performing his/her duties for Employer.

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

C. EMPLOYER MATERIALS means documents or other media or tangible items that contain or embody PROPRIETARY AND CONFIDENTIAL INFORMATION or any other information concerning the business, operations or plans of Employer and its customers and prospective customers, whether such documents have been prepared by Employee or by others. EMPLOYER MATERIALS include, but are not limited to blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, photographs of proprietary information or documents on cell phones, iPads or other electronic devices, photocopies of proprietary information or documents, emails, text messages, tapes or printouts, sound recordings and other printed, typewritten, handwritten or computer generated documents, as well as samples, prototypes, product collateral materials, advertising materials, models, products and the like.

Employee Initials ____

Section 9.04 - Return of Employer’s Property: Upon termination of his/her employment with Employer for any reason, Employee will promptly deliver to Employer, without copying or summarizing, all Trade and Business Secrets, Proprietary and Confidential Information, and Employer Materials that are in Employee’s possession or under Employee’s control, including, without limitation, all physical property, keys, documents, lists, electronic storage media, cell phones, iPads, manuals, letters, notes, reports, including all originals, reproductions, recordings, disks, or other media.

Employee acknowledges that Employee has been apprised of the provisions of Labor Code Section 2860 which provides: “Everything which an Employee acquires by virtue of his employment, except the compensation which is due him from his Employer, belongs to the Employer, whether acquired lawfully or unlawfully, or during or after the expiration of the term of his employment.” Employee understands that any work that Employee created or helped create at the request of Employer, including user manuals, training materials, sales materials, customer and prospective customer information and business data, process manuals, and other written and visual works, are works made for hire in which Employer owns the copyright. Employee may not reproduce or publish these copyrighted works, except in the pursuit of his/her employment duties with Employer.

Employee Initials ____

- 13 -

Section 9.05 - Separate Covenants: The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement.

Employee Initials ____

Section 9.06 - Continuing Obligation: Employee’s obligations set forth in Part IX of this Agreement shall expressly continue in effect beyond Employee’s employment period in accordance with their terms and such obligations shall be binding on Employee’s assigns, executors, administrators and other legal representatives.

Employee Initials ____

PART X

ARBITRATION

Section 10.01 - Dispute Resolution: Except as prohibited by law, the Parties agree that arbitration shall be the sole and exclusive remedy to redress any dispute, claim, or controversy (“Grievance”) involving the interpretation of this Agreement, the terms and conditions of this Agreement, or any other claims arising out of Employee’s employment with Employer or the termination thereof. It is the intention of the Parties that the arbitration decision will be final and binding and that any and all Grievances shall be disposed of as described herein.

Section 10.02 - Process.

A. Grievance. Any and all Grievances must be submitted in writing by the aggrieved Party. A Grievance from Employee shall be submitted to Employer’s Chief Executive Officer. Within Thirty (30) days following the submission of the written Grievance, the Party to whom the Grievance is submitted shall respond in writing. If no written response is submitted within Thirty (30) days, the Grievance shall be deemed denied.

B. Mediation. If the Grievance is denied, and before invoking the arbitration procedure described below, at the Bank’s option and with Employee’s agreement, the Parties shall first participate in mediation. The mediator shall be selected by mutual agreement of the Parties, and shall be conducted in San Joaquin County, California, or such other location as is mutually agreed. The mediation cost (other than attorney fees) shall be borne by Employer.

C. Arbitration. Unless otherwise prohibited by law or specified below, if the Grievance is denied and mediation is unsuccessful, either Party may, within Thirty (30) days of such denial, and prior to the expiration of any applicable statute of limitations, refer the Grievance to arbitration before a single arbitrator pursuant to the Federal Arbitration Act, 9 U.S.C. section 1 et seq., administered by JAMS pursuant to its Employment Arbitration Rules then in effect, and subject to JAMS’ Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Both Parties shall be entitled to adequate discovery prior to the arbitration as determined by the arbitrator, who shall be selected in accordance with JAMS’ rules. Both Employee and Employer shall have the right to be represented by counsel of his/her/its choice, and Employee will be responsible for retaining his/her own attorney. Employee understands that copies of the JAMS rules and policy are available to him/her at http://www.jamsadr.com . The arbitration shall take place in San Joaquin County, California, unless an alternative location is mutually agreed.

- 14 -

i. The Parties will select a single arbitrator. If no agreement on an arbitrator can be reached , the arbitrator will be selected by alternately striking names from a list of qualified employment arbitrators supplied by JAMS (i.e ., Employee strikes one , Employer strikes one, and so forth; the last name remaining is the arbitrator selected). The arbitrator shall have the exclusive authority to decide whether the conduct complained of in section (A) above violates the complaining Party ’ s rights , and if so, to grant any relief authorized by law. The arbitrator also shall have the exclusive authority to resolve any dispute relating to the interpretation , applicability , enforceability, or formation of this arbitration agreement, including, but not limited to, any claim that all or any part of this arbitration agreement is void or voidable. The arbitrator shall not have the authority to modify , change or refuse to enforce the lawful terms of any employment agreement between the parties and / or any lawful policy or benefit plan .

ii. Employer shall bear any costs unique to the arbitration proceeding. If Employer prevails, Employee will pay the cost of arbitration to the extent permissible under applicable law. Each Party shall pay his/her/its own attorney fees , unless the arbitrator orders otherwise pursuant to applicable law.

iii. Arbitration shall be the exclusive final remedy for any dispute between the Parties, including , but not limited to , claims for discrimination or harassment (such as claims under the California Fair Employment and Housing Act and similar state and local laws) , Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act , and the Age Discrimination in Employment Act), wrongful termination , breach of contract, breach of public policy , bad faith, infliction of physical or mental harm or distress, claims for benefits (except where an employee benefit or pension plan specifies a procedure for resolving claims different from this one) , and/or any other disputes, and the Parties agree that no dispute shall be submitted to arbitration where the complaining Party has not complied with the preliminary steps provided for in sections (A) and (B) above.

iv. Employer and Employee expressly intend and agree as follows: (1) that class action, collective action, and representative action procedures shall not be asserted , nor will they apply , in any arbitration pursuant to this agreement to arbitrate; (2) that neither Employer nor Employee will assert , participate in, or join class action , collective action, or representative action claims against the other in arbitration or otherwise; and (3) that Employer and Employee shall only submit his/her/its own , individual claims in arbitration and will not seek to represent the interests of any other person, except to the extent a representative action under the California Private Attorneys General Act ( or other similar law) is , as a matter of law, not deemed subject to such a waiver.

- 15 -

v. Nothing in this agreement to arbitrate shall be construed as limiting Employee ’ s right to file a claim with or seek the assistance of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor , or any similar state or federal administrative agency; however, any claim that cannot be resolved administratively or is not submitted to the applicable agency for resolution shall be subject to this agreement to arbitrate. The following disputes and claims are not covered by this agreement to arbitrate and shall therefore be resolved by both Employee and Employer in any appropriate forum , including courts of law , as required by the laws then in effect: (i) claims for workers ’ compensation benefits ; (ii) claims for unemployment insurance benefits; and (iii) claims for state or federal disability insurance benefits ; and (c) neither Employee nor Employer waives the right to seek, through judicial process , preliminary injunctive relief to preserve the status quo or prevent irreparable injury before the matter can be heard in arbitration.

vi. The arbitrator shall issue a written arbitration decision stating the arbitrator’s essential findings and conclusions upon which any award is based.

vii. This agreement to arbitrate will survive the termination of Employee’s employment.

If any court of competent jurisdiction declares that any part of this agreement to arbitrate is illegal , invalid or unenforceable , such a declaration will not affect the legality , validity or enforceability of the remaining parts of the agreement to arbitrate, and the illegal, invalid or unenforceable part will no longer be part of this Agreement.

BOTH EMPLOYEE AND EMPLOYER WAIVE THEIR CONSTITUTIONAL RIGHT TO HAVE MATTERS COVERED BY THIS AGREEMENT DETERMINED BY A JURY. Either Party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. A Party opposing enforcement of the award itself may bring a separate action in a court of competent jurisdiction to set aside the award on grounds allowable under federal or California law regulating arbitration, as applicable.

Employee Initials ____

- 16 -

PART XI

TAXES

Section 11.01 - Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 11.02 - Section 409A:

A. Notwithstanding any provision to the contrary in this Agreement, Employer shall delay the commencement of payments or benefits coverage to which Employee would otherwise become entitled under the Agreement in connection with Employee’s termination of employment until the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” with Employer (as such term is defined in Treasury Regulations issued under Section 409A of the Code (defined below)) or (ii) the date of Employee’s death, if Employer in good faith determines that Employee is a “specified employee” within the meaning of that term under Code Section 409A at the time of such separation from service and that such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 11.02 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

B. In addition, to the extent Employer is required pursuant to this Agreement to reimburse expenses incurred by Employee, and such reimbursement obligation is subject to Section 409A of the Code, Employer shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment and related expense reimbursement obligation, including any payment obligations described in Section 8.01, to the extent subject to Section 409A. Any such tax gross-up payment will be made by the end of the calendar year next following the calendar year in which Employee remits the related taxes.

C. For purposes of the provisions of this Agreement which require commencement of payments or benefits subject to Section 409A upon a termination of employment, the terms “termination of employment” and “Separation Date” shall mean a “separation from service” with Employer (as such term is defined in Treasury Regulations issued under Code Section 409A), notwithstanding anything in this Agreement to the contrary.

D. In each case where this Agreement provides for the payment to the Employee of an amount that constitutes nonqualified deferred compensation under Section 409A and such payment is subject to the execution and non-revocation of a release of claims, (1) any payments delayed pending the effectiveness of the release shall be accumulated and paid in a lump sum following the effectiveness of the release, with any remaining payments due paid in accordance with the schedule otherwise provided herein, and (2) if the period between the Separation Date and the last day on which the release could become irrevocable assuming the Employee’s latest possible execution and delivery of the release spans two calendar years, then such deferred payments shall not be made before the second calendar year, even if the release becomes irrevocable in the first calendar year, if such payments constitute nonqualified deferred compensation under Section 409A.

- 17 -

E. Any series of payments provided under this Agreement (excluding plans or agreements incorporated by reference) shall for all purposes of Code Section 409A be treated as a series of separate payments and not as single payments.

F. The provisions of this Part X I are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART XI I

GENERAL PROVISIONS

Section 12.01 - Notices: Any notice to be given to Employer under the terms of this Agreement, and any notice to be given to Employee, shall be addressed to such Party at the mailing address the Party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given four days after the same shall be enclosed in a properly sealed and addressed envelope, registered or certified, and deposited (postage or registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government or upon actual delivery to the Party by messenger or delivery service, with receipt acknowledged in writing by the Party to whom such notice is addressed.

Section 12.02 - Entire Agreement: This Agreement and the agreements incorporated by reference herein (“Farmers & Merchants Bank of Central California Executive Retirement Plan” and “Farmers & Merchants Bank of Central California Deferred Compensation Plan”) supersede any and all other agreements or understandings, whether oral, implied, or in writing, between the parties hereto with respect to the subject matter hereof and contain all of the covenants and agreements between the Parties with respect to such matters in their entirety. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification(s) to this Agreement will be effective only if in writing and signed by the Parties hereto.

Section 12.03 - Notwithstanding any other provision of this Agreement, this Agreement and all rights and obligations of the Parties hereunder shall be subject to the provisions of the Federal Deposit Insurance Act and the regulations adopted thereunder, including without limitation 12 Code of Federal Regulations, Part 359.

Section 12.04 - Partial Invalidity: If any provisions in this Agreement are held by a court of competent jurisdiction or an arbitrator to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

- 18 -

Section 12.05 - Continuing Obligations: The obligations of the covenants contained in this Agreement shall survive the termination of the Agreement and any employment relationship between Employer and Employee. Accordingly, neither Employer nor Employee shall be relieved of the continuing obligations of the covenants contained in this Agreement.

Section 12.06 - Employee’s Representations: Employee represents and warrants that Employee is free to enter into this Agreement and to perform each of the terms and covenants in it. Employee represents and warrants that Employee is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that Employee’s execution and performance of this Agreement is not a violation or breach of any other agreement or other legal obligation between Employee and any other person or entity.

Section 12.07 - Governing Law: This Agreement (not including any plans or agreements incorporated by reference) shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of California.

Section 12.08 - Full Settlement: Employer’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action which Employer may have against Employee or others. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement and such amount shall not be reduced whether or not Employee obtains other employment.

Section 12.09 - Successors: This Agreement shall be binding upon and enforceable against any successors to Employer. No duties provided for under this Agreement may be delegated by any of the parties hereto. Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and assets of Employer to assume expressly and agree as of the effective time of the Change of Control to perform this Agreement in the same matter and to the same extent that Employer would be required to perform it if no such succession had taken place. If any such successor pursuant to a Change of Control of Employer or Bancorp under Section 8.01.1(iii) (but not under (i), (ii) or (iv)) fails to so assume or agree as of the effective time of the Change in Control to perform this Agreement, then Employee shall immediately be entitled to a payment equal to the total Severance Payment described in Section 7.01.1, payable in one lump sum, less any withholding required by state, federal or local law, upon the closing or other occurrence of the Change in Control transaction, in addition to any payments that Employee may otherwise be entitled to receive under this Agreement, and without regard to any conditions on payment set forth in such Section 7.01 (including, but not limited to, conditions of continued employment, continued loyalty or execution and non-revocation of a release). As used herein, the term “Bank” shall mean Employer as hereinbefore defined and any successor to its business and assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives.

Section 12.10 - No Waiver: The failure of any of the Parties hereto to insist on strict compliance with any provision of this Agreement, or the failure to assert any right of any Party hereto may have hereunder, shall not be deemed to be a waiver of such provision or right or of any other provision or right contained in this Agreement.

- 19 -

Section 12.11 – Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA and FARMERS & MERCHANTS BANCORP		Date: July 30, 2019

By:	/s/ Edward Corum, Jr.

	Edward Corum, Jr.
	Chairman of the Personnel Committee

By:	/s/ Stephenson K. Green

	Stephenson K. Green
	Member of the Personnel Committee

By:	/s/ Kevin Sanguinetti

	Kevin Sanguinetti
	Member of the Personnel Committee

Employee:	/s/ Kent A. Steinwert	Date: July 30, 2019

	Kent A. Steinwert

- 20 -

Exhibit 10.3

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 - Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”), its successors and assigns (hereinafter referred to as “Employer”), and Deborah E. Skinner (hereinafter referred to as “Employee”). Employer and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

PART III

DUTIES OF EMPLOYEE

Section 3.01- General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Chief Administrative Officer under the direction of the President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the President and Chief Executive Officer in connection with the conduct of the Employer’s business. Nothing herein shall preclude Employer’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties.

- 1 -

Section 3.02 - Outside Activities: Employee agrees that, while employed by Employer, Employee will refrain from any outside activities which actually or potentially are in direct conflict with the essential enterprise-related or reputational interest of Employer, that would cause disruption of the Employer’s operations, or that would be in direct competition with the Employer or assist competitors of the Employer. It shall not be a violation of this Agreement for Employee (A) to serve on corporate, civic or charitable boards or committees, or (B) to deliver lectures or fulfill speaking engagements, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Employer; provided, however, that Employee shall give the Employer’s Chief Executive Officer not less than fourteen (14) days’ notice of any actions contemplated by clauses (A) or (B), and will refrain from any such action to which the Chief Executive Officer in his/her sole discretion, objects. It shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not represent a conflict with Employer, as described in Employer’s Employee Code of Conduct, and other pertinent policies and agreements.

PART IV

COMPENSATION

Section 4.01 - Salary: Employee shall be paid an annual base salary of no less than $360,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of Employer are paid. Employer’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

PART V

BENEFITS

- 2 -

Section 5.02 - Automobile/Automobile Allowance: Employer shall provide Employee with either an automobile for business and incidental personal use or an automobile allowance as per Employer policy. However, at the sole discretion of the Board of Directors and/or the Employer’s Chief Executive Officer, the Employer reserves the right to change or eliminate this benefit at any time.

Section 5.03 - Membership Fees: Employer shall reimburse Employee for all appropriate and reasonable expenses incurred in performing Employee’s duties, including providing and paying for the dues and fees of membership in local social, service and civic clubs and/or organizations as Employer deems appropriate and necessary for enhancement of its presence within the local business community. In order to be eligible for reimbursement of these expenses, Employee must obtain pre-approval for such memberships from Employer’s Chief Executive Officer and must provide Employer with receipts and documented evidence as is required by federal and state laws and regulations.

PART VI

EXPENSES

- 3 -

PART VII

TERMINATION OF EMPLOYMENT

A Severance Payment equivalent to one (1) times Employee’s highest Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which Employee has earned during Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the Separation Date, provided that any payments delayed pending the effectiveness of the release shall be accumulated and paid in a lump sum on the next pay day following the effectiveness of the release, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement.

2.	A document acknowledging all responsibilities under the Farmers & Merchants Bank of Central California Split Dollar Agreement and the related Farmers & Merchants Bank of Central California Executive Bonus Agreement.

- 4 -

Section 7.03 - Termination at Option of Employee: This Agreement may be terminated by Employee at Employee’s sole discretion by giving one hundred twenty (120) days written Notice of Resignation to Employer. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to Employer through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party to anyone inside or outside Employer that the Employee is leaving Employer), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, Employer may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately terminate Employee’s employment. Notwithstanding the foregoing, if Employer determines at any time during the 120-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part IX of this Agreement, Employer may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

- 5 -

The Notice of Termination shall be deemed withdrawn and the Agreement shall remain in effect after a Notice of Termination has been given to Employee under the following circumstances.

A.	Within thirty (30) days of the Notice of Termination being given to Employee, Employee returns to the full performance of Employee’s duties and provides medical certification that Employee can perform the essential functions of Employee’s duties with or without reasonable accommodation.

PART VIII

MERGERS AND ACQUISITIONS

Section 8.01 - Merger or Acquisition With a Change of Control.

Change of Control means a change of control of Farmers & Merchants Bancorp (“Bancorp”). Such a Change of Control will be deemed to have occurred immediately before any of the following occur: (i) individuals, who were members of the Board of Directors of Bancorp immediately prior to a meeting of the shareholders of Bancorp which meeting involved a contest for the election of directors, do not constitute a majority of the Board of Directors of Bancorp following such election or meeting, (ii) an acquisition, directly or indirectly, of more than 30% of the outstanding shares of any class of voting securities of Bancorp by any Person, (iii) a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing less than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded), or (iv) there is a change, during any period of one year, of a majority of the Board of Directors of Bancorp as constituted as of the beginning of such period, unless the election of each director who is not a director at the beginning of such period was approved by a vote of at least a majority of the directors then in office who were directors at the beginning of such period. If the events or circumstances described in (i)-(iv), above, shall occur to or be applicable to Bank, then such Change of Control shall be deemed for all purposes of this Agreement to also be a “Change of Control” of Bancorp. For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than Bancorp, Employer, any other wholly owned subsidiary of Bancorp or any employee benefit plan(s) sponsored by Bancorp, Bank or other subsidiary of Bancorp. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred unless the change also constitutes the occurrence of a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5), with respect to the Employee.

- 6 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of a Change in Control of Employer or Bancorp under Section 8.01.1(i), (ii) or (iv), or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (i), (ii) or (iv) during the term of this Agreement and prior to Employee’s termination of employment, and in each case upon the execution by Employee and non-revocation of (A) a general release of all claims provided by Employer and (B) a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) two (2) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $125,000; (C) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.06), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee; (D) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (E) a gross-up payment as defined and set forth herein in Section 8.01.4.

- 7 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of, a Change of Control of Employer or Bancorp under Section 8.01.1(iii) (and not under (i), (ii) or (iv)) or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (iii) (and not under (i), (ii) or (iv)) during the term of this Agreement and prior to Employee’s termination of employment, and subject to execution by Employee of a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) one (1) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $125,000; (C) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (D) a gross-up payment as defined and set forth herein in Section 8.01.4.

Upon the closing or other occurrence of the Change of Control transaction, and subject to the provisions of this Section 8.01, Employee shall receive disbursement of payments due Employee under this Section in one lump sum payment, less any withholding required by state, federal or local law, upon the closing or other occurrence of the Change in Control transaction. If Employee becomes entitled to payment under this Section 8.01.3, Employee shall still be entitled to the Severance Package under Sections 7.01 or 7.04, should Employee’s subsequent termination of employment occur pursuant to those Sections.

4.	Gross-Up Payment: Employee shall be entitled to a “Gross-Up Payment” under the terms and conditions set forth herein, and such payment shall include the Excise Tax reimbursement due pursuant to Section 8.01.4.a and any federal and state tax reimbursements due pursuant to Section 8.01.4.b.

- 8 -

- 9 -

Section 8.02 – Merger or Acquisition Without a Change of Control. In the event of a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing more than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded) Employee shall be paid a transaction bonus of .25% (one-quarter of one percent) of the deal value (defined as “the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of the acquired company’s equity securities, including amounts distributed after the closing of the acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the acquired company’s equity securities, such as costs and fees that are associated with the transaction”), subject to a minimum of $75,000 and a maximum of $300,000. Said transaction bonus to be paid through a contribution to the Non-Qualified Executive Retirement Plan – Equity Component.

PART IX

COVENANTS

Employee Initials ____

- 10 -

- 11 -

Employee Initials _____

Section 9.03 – Definitions:

- 12 -

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials ____

- 13 -

Employee Initials ____

PART X

ARBITRATION

Section 10.02 - Process.

- 14 -

- 15 -

vi. The arbitrator shall issue a written arbitration decision stating the arbitrator’s essential findings and conclusions upon which any award is based.

vii. This agreement to arbitrate will survive the termination of Employee’s employment.

Employee Initials ____

- 16 -

PART XI

TAXES

Section 11.01 - Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 11.02 - Section 409A:

- 17 -

F. The provisions of this Part X I are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART XI I

GENERAL PROVISIONS

- 18 -

- 19 -

Section 12.11 – Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA and FARMERS & MERCHANTS BANCORP		Date: July 30, 2019

By:	/s/ Edward Corum, Jr.

	Edward Corum, Jr.
	Chairman of the Personnel Committee

Employee:	/s/ Deborah E. Skinner	Date: July 30, 2019

	Deborah E. Skinner

- 20 -

Exhibit 10.4

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 - Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”), its successors and assigns (hereinafter referred to as “Employer”), and Kenneth W. Smith (hereinafter referred to as “Employee”). Employer and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

PART III

DUTIES OF EMPLOYEE

Section 3.01- General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Senior Credit Officer under the direction of the President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the President and Chief Executive Officer in connection with the conduct of the Employer’s business. Nothing herein shall preclude Employer’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties.

- 1 -

Section 3.02 - Outside Activities: Employee agrees that, while employed by Employer, Employee will refrain from any outside activities which actually or potentially are in direct conflict with the essential enterprise-related or reputational interest of Employer, that would cause disruption of the Employer’s operations, or that would be in direct competition with the Employer or assist competitors of the Employer. It shall not be a violation of this Agreement for Employee (A) to serve on corporate, civic or charitable boards or committees, or (B) to deliver lectures or fulfill speaking engagements, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Employer; provided, however, that Employee shall give the Employer’s Chief Executive Officer not less than fourteen (14) days’ notice of any actions contemplated by clauses (A) or (B), and will refrain from any such action to which the Chief Executive Officer in his/her sole discretion, objects. It shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not represent a conflict with Employer, as described in Employer’s Employee Code of Conduct, and other pertinent policies and agreements.

PART IV

COMPENSATION

PART V

BENEFITS

- 2 -

Section 5.03 - Membership Fees: Employer shall reimburse Employee for all appropriate and reasonable expenses incurred in performing Employee’s duties, including providing and paying for the dues and fees of membership in local social, service and civic clubs and/or organizations as Employer deems appropriate and necessary for enhancement of its presence within the local business community. In order to be eligible for reimbursement of these expenses, Employee must obtain pre-approval for such memberships from Employer’s Chief Executive Officer and must provide Employer with receipts and documented evidence as is required by federal and state laws and regulations.

PART VI

EXPENSES

- 3 -

PART VII

TERMINATION OF EMPLOYMENT

2.	A document acknowledging all responsibilities under the Farmers & Merchants Bank of Central California Split Dollar Agreement and the related Farmers & Merchants Bank of Central California Executive Bonus Agreement.

- 4 -

Section 7.03 - Termination at Option of Employee: This Agreement may be terminated by Employee at Employee’s sole discretion by giving one hundred twenty (120) days written Notice of Resignation to Employer. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to Employer through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party to anyone inside or outside Employer that the Employee is leaving Employer), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, Employer may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately terminate Employee’s employment. Notwithstanding the foregoing, if Employer determines at any time during the 120-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part IX of this Agreement, Employer may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

- 5 -

The Notice of Termination shall be deemed withdrawn and the Agreement shall remain in effect after a Notice of Termination has been given to Employee under the following circumstances.

A.	Within thirty (30) days of the Notice of Termination being given to Employee, Employee returns to the full performance of Employee’s duties and provides medical certification that Employee can perform the essential functions of Employee’s duties with or without reasonable accommodation.

PART VIII

MERGERS AND ACQUISITIONS

Section 8.01 - Merger or Acquisition With a Change of Control.

- 6 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of a Change in Control of Employer or Bancorp under Section 8.01.1(i), (ii) or (iv), or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (i), (ii) or (iv) during the term of this Agreement and prior to Employee’s termination of employment, and in each case upon the execution by Employee and non-revocation of (A) a general release of all claims provided by Employer and (B) a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) two (2) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $125,000; (C) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.06), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee; (D) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (E) a gross-up payment as defined and set forth herein in Section 8.01.4.

- 7 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of, a Change of Control of Employer or Bancorp under Section 8.01.1(iii) (and not under (i), (ii) or (iv)) or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (iii) (and not under (i), (ii) or (iv)) during the term of this Agreement and prior to Employee’s termination of employment, and subject to execution by Employee of a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) one (1) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $125,000; (C) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (D) a gross-up payment as defined and set forth herein in Section 8.01.4.

Upon the closing or other occurrence of the Change of Control transaction, and subject to the provisions of this Section 8.01, Employee shall receive disbursement of payments due Employee under this Section in one lump sum payment, less any withholding required by state, federal or local law, upon the closing or other occurrence of the Change in Control transaction. If Employee becomes entitled to payment under this Section 8.01.3, Employee shall still be entitled to the Severance Package under Sections 7.01 or 7.04, should Employee’s subsequent termination of employment occur pursuant to those Sections.

4.	Gross-Up Payment: Employee shall be entitled to a “Gross-Up Payment” under the terms and conditions set forth herein, and such payment shall include the Excise Tax reimbursement due pursuant to Section 8.01.4.a and any federal and state tax reimbursements due pursuant to Section 8.01.4.b.

- 8 -

- 9 -

Section 8.02 – Merger or Acquisition Without a Change of Control. In the event of a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing more than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded) Employee shall be paid a transaction bonus of .25% (one-quarter of one percent) of the deal value (defined as “the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of the acquired company’s equity securities, including amounts distributed after the closing of the acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the acquired company’s equity securities, such as costs and fees that are associated with the transaction”), subject to a minimum of $75,000 and a maximum of $300,000. Said transaction bonus to be paid through a contribution to the Non-Qualified Executive Retirement Plan – Equity Component.

PART IX

COVENANTS

Employee Initials ____

- 10 -

- 11 -

Employee Initials _____

Section 9.03 – Definitions:

- 12 -

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials ____

- 13 -

Employee Initials ____

PART X

ARBITRATION

Section 10.02 - Process.

- 14 -

- 15 -

vi. The arbitrator shall issue a written arbitration decision stating the arbitrator’s essential findings and conclusions upon which any award is based.

vii. This agreement to arbitrate will survive the termination of Employee’s employment.

Employee Initials ____

- 16 -

PART XI

TAXES

Section 11.01 - Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 11.02 - Section 409A:

- 17 -

F. The provisions of this Part X I are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART XI I

GENERAL PROVISIONS

- 18 -

- 19 -

Section 12.11 – Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA and FARMERS & MERCHANTS BANCORP		Date: July 30, 2019

By:	/s/ Edward Corum, Jr.

	Edward Corum, Jr.
	Chairman of the Personnel Committee

Employee:	/s/ Kenneth W. Smith	Date: July 30, 2019

	Kenneth W. Smith

- 20 -

Exhibit 10.6

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 - Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”), its successors and assigns (hereinafter referred to as “Employer”), and Stephen W. Haley (hereinafter referred to as “Employee”). Employer and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.02 - Term of Employment: This Agreement shall become effective on August 1, 2019. This Agreement shall terminate on July 31, 2022 unless earlier terminated pursuant to the provisions of Part VII herein. If this Agreement is not terminated pursuant to Part VII , the Agreement shall renew automatically for an additional two year term, and for successive additional two year terms thereafter, unless earlier terminated pursuant to the provisions of Part VII.

PART III

DUTIES OF EMPLOYEE

Section 3.01- General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Chief Financial Officer under the direction of the President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the President and Chief Executive Officer in connection with the conduct of the Employer’s business. Nothing herein shall preclude Employer’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties, as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties.

- 1 -

Section 3.02 - Outside Activities: Employee agrees that, while employed by Employer, Employee will refrain from any outside activities which actually or potentially are in direct conflict with the essential enterprise-related or reputational interest of Employer, that would cause disruption of the Employer’s operations, or that would be in direct competition with the Employer or assist competitors of the Employer. It shall not be a violation of this Agreement for Employee (A) to serve on corporate, civic or charitable boards or committees, or (B) to deliver lectures or fulfill speaking engagements, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Employer; provided, however, that Employee shall give the Employer’s Chief Executive Officer not less than fourteen (14) days’ notice of any actions contemplated by clauses (A) or (B), and will refrain from any such action to which the Chief Executive Officer in his/her sole discretion, objects. It shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not represent a conflict with Employer, as described in Employer’s Employee Code of Conduct, and other pertinent policies and agreements.

PART IV

COMPENSATION

PART V

BENEFITS

- 2 -

Section 5.03 - Membership Fees: Employer shall reimburse Employee for all appropriate and reasonable expenses incurred in performing Employee’s duties, including providing and paying for the dues and fees of membership in local social, service and civic clubs and/or organizations as Employer deems appropriate and necessary for enhancement of its presence within the local business community. In order to be eligible for reimbursement of these expenses, Employee must obtain pre-approval for such memberships from Employer’s Chief Executive Officer and must provide Employer with receipts and documented evidence as is required by federal and state laws and regulations.

PART VI

EXPENSES

- 3 -

PART VII

TERMINATION OF EMPLOYMENT

2.	A document acknowledging all responsibilities under the Farmers & Merchants Bank of Central California Split Dollar Agreement and the related Farmers & Merchants Bank of Central California Executive Bonus Agreement.

- 4 -

Section 7.03 - Termination at Option of Employee: This Agreement may be terminated by Employee at Employee’s sole discretion by giving one hundred twenty (120) days written Notice of Resignation to Employer. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to Employer through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party to anyone inside or outside Employer that the Employee is leaving Employer), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, Employer may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately terminate Employee’s employment. Notwithstanding the foregoing, if Employer determines at any time during the 120-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part IX of this Agreement, Employer may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

- 5 -

The Notice of Termination shall be deemed withdrawn and the Agreement shall remain in effect after a Notice of Termination has been given to Employee under the following circumstances.

A.	Within thirty (30) days of the Notice of Termination being given to Employee, Employee returns to the full performance of Employee’s duties and provides medical certification that Employee can perform the essential functions of Employee’s duties with or without reasonable accommodation.

PART VIII

MERGERS AND ACQUISITIONS

Section 8.01 - Merger or Acquisition With a Change of Control.

- 6 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of a Change in Control of Employer or Bancorp under Section 8.01.1(i), (ii) or (iv), or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (i), (ii) or (iv) during the term of this Agreement and prior to Employee’s termination of employment, and in each case upon the execution by Employee and non-revocation of (A) a general release of all claims provided by Employer and (B) a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) two (2) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $125,000; (C) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.06), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee; (D) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (E) a gross-up payment as defined and set forth herein in Section 8.01.4.

- 7 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of, a Change of Control of Employer or Bancorp under Section 8.01.1(iii) (and not under (i), (ii) or (iv)) or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (iii) (and not under (i), (ii) or (iv)) during the term of this Agreement and prior to Employee’s termination of employment, and subject to execution by Employee of a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) one (1) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) $125,000; (C) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (D) a gross-up payment as defined and set forth herein in Section 8.01.4.

Upon the closing or other occurrence of the Change of Control transaction, and subject to the provisions of this Section 8.01, Employee shall receive disbursement of payments due Employee under this Section in one lump sum payment, less any withholding required by state, federal or local law, upon the closing or other occurrence of the Change in Control transaction. If Employee becomes entitled to payment under this Section 8.01.3, Employee shall still be entitled to the Severance Package under Sections 7.01 or 7.04, should Employee’s subsequent termination of employment occur pursuant to those Sections.

4.	Gross-Up Payment: Employee shall be entitled to a “Gross-Up Payment” under the terms and conditions set forth herein, and such payment shall include the Excise Tax reimbursement due pursuant to Section 8.01.4.a and any federal and state tax reimbursements due pursuant to Section 8.01.4.b.

- 8 -

- 9 -

Section 8.02 – Merger or Acquisition Without a Change of Control. In the event of a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing more than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded) Employee shall be paid a transaction bonus of .25% (one-quarter of one percent) of the deal value (defined as “the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of the acquired company’s equity securities, including amounts distributed after the closing of the acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the acquired company’s equity securities, such as costs and fees that are associated with the transaction”), subject to a minimum of $75,000 and a maximum of $300,000. Said transaction bonus to be paid through a contribution to the Non-Qualified Executive Retirement Plan – Equity Component.

PART IX

COVENANTS

Employee Initials ____

- 10 -

- 11 -

Employee Initials _____

Section 9.03 – Definitions:

- 12 -

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials ____

- 13 -

Employee Initials ____

PART X

ARBITRATION

Section 10.02 - Process.

- 14 -

- 15 -

vi. The arbitrator shall issue a written arbitration decision stating the arbitrator’s essential findings and conclusions upon which any award is based.

vii. This agreement to arbitrate will survive the termination of Employee’s employment.

Employee Initials ____

- 16 -

PART XI

TAXES

Section 11.01 - Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 11.02 - Section 409A:

- 17 -

F. The provisions of this Part X I are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART XI I

GENERAL PROVISIONS

- 18 -

- 19 -

Section 12.11 – Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA and FARMERS & MERCHANTS BANCORP		Date: July 30, 2019

By:	/s/ Edward Corum, Jr.

	Edward Corum, Jr.
	Chairman of the Personnel Committee

Employee:	/s/ Stephen W. Haley	Date: July 30, 2019

	Stephen W. Haley

- 20 -

Exhibit 10.8

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 - Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”), its successors and assigns (hereinafter referred to as “Employer”), and Jay J. Colombini (hereinafter referred to as “Employee”). Employer and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

PART III

DUTIES OF EMPLOYEE

Section 3.01- General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Wholesale Banking Division Manager under the direction of the President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the President and Chief Executive Officer in connection with the conduct of the Employer’s business. Nothing herein shall preclude Employer’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties, as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties.

- 1 -

Section 3.02 - Outside Activities: Employee agrees that, while employed by Employer, Employee will refrain from any outside activities which actually or potentially are in direct conflict with the essential enterprise-related or reputational interest of Employer, that would cause disruption of the Employer’s operations, or that would be in direct competition with the Employer or assist competitors of the Employer. It shall not be a violation of this Agreement for Employee (A) to serve on corporate, civic or charitable boards or committees, or (B) to deliver lectures or fulfill speaking engagements, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Employer; provided, however, that Employee shall give the Employer’s Chief Executive Officer not less than fourteen (14) days’ notice of any actions contemplated by clauses (A) or (B), and will refrain from any such action to which the Chief Executive Officer in his/her sole discretion, objects. It shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not represent a conflict with Employer, as described in Employer’s Employee Code of Conduct, and other pertinent policies and agreements.

PART IV

COMPENSATION

Section 4.01 - Salary: Employee shall be paid an annual base salary of no less than $335,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of Employer are paid. Employer’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.02 - Incentive and Retention Programs: Employee shall be eligible for an annual discretionary incentive bonus. The amount of the bonus for a given year shall be determined by Employer’s Board of Directors annually by January 31st of each following year and shall be paid no later than February 28th of each following year, provided Employee is still employed by Employer on the payment date. Employee shall be entitled to participate in the“Farmers & Merchants Bank of Central California Split Dollar Agreement”, “Farmers & Merchants Bank of Central California Executive Retirement Plan – Equity Component”, and “Farmers & Merchants Bank of Central California Executive Retirement Plan – Performance Component” , the terms and conditions of which are set forth in separate agreements so titled.

PART V

BENEFITS

- 2 -

Section 5.03 - Membership Fees: Employer shall reimburse Employee for all appropriate and reasonable expenses incurred in performing Employee’s duties, including providing and paying for the dues and fees of membership in local social, service and civic clubs and/or organizations as Employer deems appropriate and necessary for enhancement of its presence within the local business community. In order to be eligible for reimbursement of these expenses, Employee must obtain pre-approval for such memberships from Employer’s Chief Executive Officer and must provide Employer with receipts and documented evidence as is required by federal and state laws and regulations.

PART VI

EXPENSES

- 3 -

PART VII

TERMINATION OF EMPLOYMENT

A Severance Payment equivalent to nine months (.75x) of Employee’s highest Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which Employee has earned during Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 9 months following the Separation Date, provided that any payments delayed pending the effectiveness of the release shall be accumulated and paid in a lump sum on the next pay day following the effectiveness of the release, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement.

2.	A document acknowledging all responsibilities under the Farmers & Merchants Bank of Central California Split Dollar Agreement and the related Farmers & Merchants Bank of Central California Executive Bonus Agreement.

- 4 -

Section 7.03 - Termination at Option of Employee: This Agreement may be terminated by Employee at Employee’s sole discretion by giving one hundred twenty (120) days written Notice of Resignation to Employer. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to Employer through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party to anyone inside or outside Employer that the Employee is leaving Employer), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, Employer may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately terminate Employee’s employment. Notwithstanding the foregoing, if Employer determines at any time during the 120-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part IX of this Agreement, Employer may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

- 5 -

The Notice of Termination shall be deemed withdrawn and the Agreement shall remain in effect after a Notice of Termination has been given to Employee under the following circumstances.

A.	Within thirty (30) days of the Notice of Termination being given to Employee, Employee returns to the full performance of Employee’s duties and provides medical certification that Employee can perform the essential functions of Employee’s duties with or without reasonable accommodation.

PART VIII

MERGERS AND ACQUISITIONS

Section 8.01 - Merger or Acquisition With a Change of Control.

- 6 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of a Change in Control of Employer or Bancorp under Section 8.01.1(i), (ii) or (iv), or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (i), (ii) or (iv) during the term of this Agreement and prior to Employee’s termination of employment, and in each case upon the execution by Employee and non-revocation of (A) a general release of all claims provided by Employer and (B) a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) two (2) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.06), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee; (C) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (D) a gross-up payment as defined and set forth herein in Section 8.01.4.

- 7 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of, a Change of Control of Employer or Bancorp under Section 8.01.1(iii) (and not under (i), (ii) or (iv)) or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (iii) (and not under (i), (ii) or (iv)) during the term of this Agreement and prior to Employee’s termination of employment, and subject to execution by Employee of a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) one (1) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; (C) a gross-up payment as defined and set forth herein in Section 8.01.4.

Upon the closing or other occurrence of the Change of Control transaction, and subject to the provisions of this Section 8.01, Employee shall receive disbursement of payments due Employee under this Section in one lump sum payment, less any withholding required by state, federal or local law, upon the closing or other occurrence of the Change in Control transaction. If Employee becomes entitled to payment under this Section 8.01.3, Employee shall still be entitled to the Severance Package under Sections 7.01 or 7.04, should Employee’s subsequent termination of employment occur pursuant to those Sections.

4.	Gross-Up Payment: Employee shall be entitled to a “Gross-Up Payment” under the terms and conditions set forth herein, and such payment shall include the Excise Tax reimbursement due pursuant to Section 8.01.4.a and any federal and state tax reimbursements due pursuant to Section 8.01.4.b.

- 8 -

- 9 -

Section 8.02 – Merger or Acquisition Without a Change of Control. In the event of a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing more than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded) Employee shall be paid a transaction bonus of .166% (one-sixth of one percent) of the deal value (defined as “the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of the acquired company’s equity securities, including amounts distributed after the closing of the acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the acquired company’s equity securities, such as costs and fees that are associated with the transaction”), subject to a minimum of $50,000 and a maximum of $200,000. Said transaction bonus to be paid through a contribution to the Non-Qualified Executive Retirement Plan – Equity Component.

PART IX

COVENANTS

Employee Initials ____

- 10 -

- 11 -

Employee Initials _____

Section 9.03 – Definitions:

- 12 -

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials ____

- 13 -

Employee Initials ____

PART X

ARBITRATION

Section 10.02 - Process.

- 14 -

- 15 -

vi. The arbitrator shall issue a written arbitration decision stating the arbitrator’s essential findings and conclusions upon which any award is based.

vii. This agreement to arbitrate will survive the termination of Employee’s employment.

Employee Initials ____

- 16 -

PART XI

TAXES

Section 11.01 - Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 11.02 - Section 409A:

- 17 -

F. The provisions of this Part X I are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART XI I

GENERAL PROVISIONS

- 18 -

- 19 -

Section 12.11 – Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA and FARMERS & MERCHANTS BANCORP		Date: July 30, 2019

By:	/s/ Edward Corum, Jr.

	Edward Corum, Jr.
	Chairman of the Personnel Committee

Employee:	/s/ Jay J. Colombini	Date: July 30, 2019

	Jay J. Colombini

- 20 -

Exhibit 10.10

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 - Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”), its successors and assigns (hereinafter referred to as “Employer”), and Ryan J. Misasi (hereinafter referred to as “Employee”). Employer and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

PART III

DUTIES OF EMPLOYEE

Section 3.01- General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Retail Banking Division Manager under the direction of the President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the President and Chief Executive Officer in connection with the conduct of the Employer’s business. Nothing herein shall preclude Employer’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties.

- 1 -

Section 3.02 - Outside Activities: Employee agrees that, while employed by Employer, Employee will refrain from any outside activities which actually or potentially are in direct conflict with the essential enterprise-related or reputational interest of Employer, that would cause disruption of the Employer’s operations, or that would be in direct competition with the Employer or assist competitors of the Employer. It shall not be a violation of this Agreement for Employee (A) to serve on corporate, civic or charitable boards or committees, or (B) to deliver lectures or fulfill speaking engagements, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Employer; provided, however, that Employee shall give the Employer’s Chief Executive Officer not less than fourteen (14) days’ notice of any actions contemplated by clauses (A) or (B), and will refrain from any such action to which the Chief Executive Officer in his/her sole discretion, objects. It shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not represent a conflict with Employer, as described in Employer’s Employee Code of Conduct, and other pertinent policies and agreements.

PART IV

COMPENSATION

Section 4.01 - Salary: Employee shall be paid an annual base salary of no less than $305,008 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of Employer are paid. Employer’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.02 - Incentive and Retention Programs: Employee shall be eligible for an annual discretionary incentive bonus. The amount of the bonus for a given year shall be determined by Employer’s Board of Directors annually by January 31st of each following year and shall be paid no later than February 28th of each following year, provided Employee is still employed by Employer on the payment date. Employee shall be entitled to participate in the “Farmers & Merchants Bank of Central California Executive Retirement Plan – Equity Component”, and “Farmers & Merchants Bank of Central California Executive Retirement Plan – Performance Component”, the terms and conditions of which are set forth in separate agreements so titled.

PART V

BENEFITS

- 2 -

Section 5.03 - Membership Fees: Employer shall reimburse Employee for all appropriate and reasonable expenses incurred in performing Employee’s duties, including providing and paying for the dues and fees of membership in local social, service and civic clubs and/or organizations as Employer deems appropriate and necessary for enhancement of its presence within the local business community. In order to be eligible for reimbursement of these expenses, Employee must obtain pre-approval for such memberships from Employer’s Chief Executive Officer and must provide Employer with receipts and documented evidence as is required by federal and state laws and regulations.

PART VI

EXPENSES

- 3 -

PART VII

TERMINATION OF EMPLOYMENT

- 4 -

Section 7.03 - Termination at Option of Employee: This Agreement may be terminated by Employee at Employee’s sole discretion by giving one hundred twenty (120) days written Notice of Resignation to Employer. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to Employer through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party to anyone inside or outside Employer that the Employee is leaving Employer), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, Employer may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately terminate Employee’s employment. Notwithstanding the foregoing, if Employer determines at any time during the 120-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part IX of this Agreement, Employer may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

The Notice of Termination shall be deemed withdrawn and the Agreement shall remain in effect after a Notice of Termination has been given to Employee under the following circumstances.

A.	Within thirty (30) days of the Notice of Termination being given to Employee, Employee returns to the full performance of Employee’s duties and provides medical certification that Employee can perform the essential functions of Employee’s duties with or without reasonable accommodation.

- 5 -

PART VIII

MERGERS AND ACQUISITIONS

Section 8.01 - Merger or Acquisition With a Change of Control.

- 6 -

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of a Change in Control of Employer or Bancorp under Section 8.01.1(i), (ii) or (iv), or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (i), (ii) or (iv) during the term of this Agreement and prior to Employee’s termination of employment, and in each case upon the execution by Employee and non-revocation of (A) a general release of all claims provided by Employer and (B) a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) two (2) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.06), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee; (C) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition and (D) a gross-up payment as defined and set forth herein in Section 8.01.4.

In the event of either (i) Employee’s termination of employment during the term of this Agreement and after the signing of an agreement providing for, or otherwise in anticipation of, a Change of Control of Employer or Bancorp under Section 8.01.1(iii) (and not under (i), (ii) or (iv)) or (ii) a Change of Control of Employer or Bancorp under Section 8.01.1 (iii) (and not under (i), (ii) or (iv)) during the term of this Agreement and prior to Employee’s termination of employment, and subject to execution by Employee of a non-competition and non-solicitation agreement in the form attached hereto as Exhibit B, Employer will provide Employee with a Change of Control Compensation Package equal to (A) one (1) times Employee’s highest Annual Compensation paid before the earlier of the (i) termination of employment or (ii) Change of Control; (B) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition; and (C) a gross-up payment as defined and set forth herein in Section 8.01.4.

- 7 -

Upon the closing or other occurrence of the Change of Control transaction, and subject to the provisions of this Section 8.01, Employee shall receive disbursement of payments due Employee under this Section in one lump sum payment, less any withholding required by state, federal or local law, upon the closing or other occurrence of the Change in Control transaction. If Employee becomes entitled to payment under this Section 8.01.3, Employee shall still be entitled to the Severance Package under Sections 7.01 or 7.04, should Employee’s subsequent termination of employment occur pursuant to those Sections.

4.	Gross-Up Payment: Employee shall be entitled to a “Gross-Up Payment” under the terms and conditions set forth herein, and such payment shall include the Excise Tax reimbursement due pursuant to Section 8.01.4.a and any federal and state tax reimbursements due pursuant to Section 8.01.4.b.

- 8 -

Section 8.02 – Merger or Acquisition Without a Change of Control. In the event of a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing more than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded) Employee shall be paid a transaction bonus of .166% (one-sixth of one percent) of the deal value (defined as “the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of the acquired company’s equity securities, including amounts distributed after the closing of the acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the acquired company’s equity securities, such as costs and fees that are associated with the transaction”), subject to a minimum of $50,000 and a maximum of $200,000. Said transaction bonus to be paid through a contribution to the Non-Qualified Executive Retirement Plan – Equity Component.

- 9 -

PART IX

COVENANTS

Employee Initials ____

- 10 -

Employee Initials _____

- 11 -

Section 9.03 – Definitions:

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

- 12 -

Employee Initials ____

- 13 -

PART X

ARBITRATION

Section 10.02 - Process.

- 14 -

- 15 -

vi. The arbitrator shall issue a written arbitration decision stating the arbitrator’s essential findings and conclusions upon which any award is based.

vii. This agreement to arbitrate will survive the termination of Employee’s employment.

Employee Initials ____

- 16 -

PART XI

TAXES

Section 11.01 - Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 11.02 - Section 409A:

- 17 -

F. The provisions of this Part X I are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART XI I

GENERAL PROVISIONS

- 18 -

- 19 -

Section 12.11 – Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA and FARMERS & MERCHANTS BANCORP		Date: July 30, 2019

By:	/s/ Edward Corum, Jr.

	Edward Corum, Jr.
	Chairman of the Personnel Committee

Employee:	/s/ Ryan J. Misasi	Date: July 30, 2019

	Ryan J. Misasi

- 20 -

Exhibit 31(a)

Certification Pursuant to Section 302

Of the Sarbanes-Oxley Act of 2002

For the Chief Executive Officer

I, Kent A. Steinwert, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Farmers & Merchants Bancorp;

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 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;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act 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 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 the 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 control 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: August 9, 2019
	/s/ Kent A. Steinwert
	Kent A. Steinwert
	Chairman, President & Chief Executive Officer

Exhibit 31(b)

Certification Pursuant to Section 302

Of the Sarbanes-Oxley Act of 2002

For the Chief Financial Officer

I, Stephen W. Haley, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Farmers & Merchants Bancorp;

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 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;

5.	The registrant’s other certifying officer 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 the registrant’s board of directors (or persons performing the equivalent functions):

(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: August 9, 2019
	/s/ Stephen W. Haley
	Stephen W. Haley
	Executive Vice President & Chief Financial Officer

Exhibit 32

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Farmers & Merchants Bancorp (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Kent A. Steinwert, Chairman, President and Chief Executive Officer, and Stephen W. Haley, Executive Vice President and Chief Financial Officer of the Company, certify pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange act of 1934 and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. $ 1350), that:

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. $ 78m or 78o(d)); and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 9, 2019

/s/ Kent A. Steinwert
Kent A. Steinwert
Chairman, President
& Chief Executive Officer

/s/ Stephen W. Haley
Stephen W. Haley
Executive Vice President & Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.