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, 2020

OR

☐ 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, if any, 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 or 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 793,556 outstanding as of July 31, 2020.



FARMERS & MERCHANTS BANCORP

10-Q
TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
Page
       
   
       
   
3
       
   
4
       
   
5
       
   
 6
       
   
7
       
   
8
       
 
 36
       
 
57
       
 
60
       
PART II. - OTHER INFORMATION
  
       
 
61
       
 
61
       
 
61
       
 
61
       
 
61
       
 
61
       
 
62
       
63


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FARMERS & MERCHANTS BANCORP
Condensed Consolidated Balance Sheets
(in thousands except share data)
Assets
  
June 30,
2020
(Unaudited)
    
December 31,
2019
    
June 30,
2019
(Unaudited)
  
Cash and Cash Equivalents:
                  
Cash and Due from Banks
  
$
67,560
    
$
71,564
    
$
64,476
  
Interest Bearing Deposits with Banks
    
303,879
      
223,194
      
50,241
  
Total Cash and Cash Equivalents
    
371,439
      
294,758
      
114,717
  
                         
Investment Securities:
                        
Available-for-Sale
    
569,407
      
507,386
      
488,093
  
Held-to-Maturity
    
69,036
      
60,229
      
60,310
  
Total Investment Securities
    
638,443
      
567,615
      
548,403
  
                         
Loans & Leases:
    
3,064,512
      
2,673,027
      
2,598,898
  
Less: Allowance for Credit Losses
    
55,058
      
55,012
      
55,125
  
Loans & Leases, Net
    
3,009,454
      
2,618,015
      
2,543,773
  
                         
Premises and Equipment, Net
    
47,715
      
45,271
      
31,864
  
Bank Owned Life Insurance, Net
    
68,177
      
67,148
      
66,114
  
Interest Receivable and Other Assets
    
120,730
      
129,023
      
129,929
  
Total Assets
  
$
4,255,958
    
$
3,721,830
    
$
3,434,800
  
                         
Liabilities
                        
Deposits:
                        
Demand
  
$
1,283,182
    
$
1,067,187
    
$
949,817
  
Interest Bearing Transaction
    
808,991
      
697,952
      
656,211
  
Savings and Money Market
    
1,158,138
      
994,958
      
899,741
  
Time
    
531,722
      
517,922
      
519,507
  
Total Deposits
    
3,782,033
      
3,278,019
      
3,025,276
  
                         
Subordinated Debentures
    
10,310
      
10,310
      
10,310
  
Interest Payable and Other Liabilities
    
59,887
      
64,205
      
57,705
  
Total Liabilities
    
3,852,230
      
3,352,534
      
3,093,291
  
                         
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, 793,556, 793,033 and 787,307, Shares Issued and Outstanding at June 30, 2020, December 31, 2019 and June 30, 2019, Respectively
    
8
      
8
      
8
  
Additional Paid-In Capital
    
80,350
      
79,947
      
75,538
  
Retained Earnings
    
308,714
      
286,036
      
263,325
  
Accumulated Other Comprehensive Income
    
14,656
      
3,305
      
2,638
  
Total Shareholders' Equity
    
403,728
      
369,296
      
341,509
  
Total Liabilities and Shareholders' Equity
  
$
4,255,958
    
$
3,721,830
    
$
3,434,800
  

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

 

FARMERS & MERCHANTS BANCORP
 
Condensed Consolidated Statements of Income (Unaudited)
 
 
(in thousands except per share data)
 
  
Three Months
Ended June 30,
    
Six Months
Ended June 30,
  
   
2020
    
2019
    
2020
    
2019
  
Interest Income
                        
Interest and Fees on Loans & Leases
  
$
34,311
    
$
34,716
    
$
68,471
    
$
67,893
  
Interest on Deposits with Banks
    
65
      
1,161
      
1,012
      
2,286
  
Interest on Investment Securities:
                                
Taxable
    
3,175
      
2,244
      
6,327
      
4,671
  
Exempt from Federal Tax
    
416
      
505
      
846
      
949
  
Total Interest Income
    
37,967
      
38,626
      
76,656
      
75,799
  
                                 
Interest Expense
                                
Deposits
    
2,458
      
3,112
      
5,602
      
5,933
  
Subordinated Debentures
    
94
      
141
      
213
      
286
  
Total Interest Expense
    
2,552
      
3,253
      
5,815
      
6,219
  
                                 
Net Interest Income
    
35,415
      
35,373
      
70,841
      
69,580
  
Provision for Credit Losses
    
300
      
200
      
300
      
200
  
Net Interest Income After Provision for Credit Losses
    
35,115
      
35,173
      
70,541
      
69,380
  
                                 
Non-Interest Income
                                
Service Charges on Deposit Accounts
    
374
      
901
      
1,294
      
1,777
  
Net Gain on Sale of Investment Securities
    
-
      
-
      
13
      
-
  
Increase in Cash Surrender Value of Bank Owned Life Insurance
    
520
      
505
      
1,029
      
997
  
Debit Card and ATM Fees
    
1,302
      
1,291
      
2,579
      
2,468
  
Net Gain (Loss) on Deferred Compensation Investments
    
523
      
818
      
(139
)
    
1,863
  
Other
    
795
      
885
      
1,665
      
1,759
  
Total Non-Interest Income
    
3,514
      
4,400
      
6,441
      
8,864
  
                                 
Non-Interest Expense
                                
Salaries and Employee Benefits
    
13,783
      
13,439
      
28,663
      
26,863
  
Net Gain (Loss) on Deferred Compensation Investments
    
523
      
818
      
(139
)
    
1,863
  
Occupancy
    
1,137
      
1,014
      
2,243
      
2,054
  
Equipment
    
1,286
      
1,176
      
2,454
      
2,353
  
Marketing
    
25
      
233
      
270
      
613
  
Legal
    
47
      
851
      
77
      
1,720
  
FDIC Insurance
    
7
      
230
      
7
      
471
  
Other
    
2,979
      
2,804
      
6,002
      
5,073
  
Total Non-Interest Expense
    
19,787
      
20,565
      
39,577
      
41,010
  
                                 
Income Before Provision for Income Taxes
    
18,842
      
19,008
      
37,405
      
37,234
  
Provision for Income Taxes
    
4,533
      
4,903
      
8,974
      
9,580
  
Net Income
  
$
14,309
    
$
14,105
    
$
28,431
    
$
27,654
  
Basic and Diluted Earnings Per Common Share
  
$
18.03
    
$
17.92
    
$
35.83
    
$
35.19
  

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

 

 

FARMERS & MERCHANTS BANCORP
 
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
 (in thousands)
 
  
Three Months
Ended June 30,
    
Six Months
Ended June 30
  
   
2020
    
2019
    
2020
    
2019
  
Net Income
  
$
14,309
    
$
14,105
    
$
28,431
    
$
27,654
  
                                 
Other Comprehensive Income
                                
Increase in Net Unrealized Gain on Available-for-Sale Securities
    
1,338
      
3,741
      
16,128
      
7,987
  
Deferred Tax Benefit Related to Unrealized Gains
    
(396
)
    
(1,105
)
    
(4,768
)
    
(2,361
)
 Reclassification Adjustment for Realized Gains on Available-for-Sale Securities Included in Net Income
    
-
      
-
      
(13
)
    
-
  
Deferred Tax Related to Reclassification Adjustment
    
-
      
-
      
4
      
-
  
Total Other Comprehensive Income
    
942
      
2,636
      
11,351
      
5,626
  
Comprehensive Income
  
$
15,251
    
$
16,741
    
$
39,782
    
$
33,280
  

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



FARMERS & MERCHANTS BANCORP
 
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
For the three and six months ended June 30, 2020 and 2019
  
(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, 2020
  
Balance, April 1, 2020
    
793,556
    
$
8
    
$
80,350
    
$
300,158
    
$
13,714
    
$
394,230
  
Net Income
                    
-
      
14,309
      
-
      
14,309
  
Cash Dividends Declared on Common Stock ($7.25 per share)
            
-
      
-
      
(5,753
)
    
-
      
(5,753
)
Change in Net Unrealized Gain on Securities Available-for-Sale, net of tax
            
-
      
-
      
-
      
942
      
942
  
Balance, June 30, 2020
    
793,556
    
$
8
    
$
80,350
    
$
308,714
    
$
14,656
    
$
403,728
  
   
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
)
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
  

Six Months Ended June 30, 2020
  
Balance, January 1, 2020
    
793,033
    
$
8
    
$
79,947
    
$
286,036
    
$
3,305
    
$
369,296
  
Net Income
                    
-
      
28,431
      
-
      
28,431
  
Cash Dividends Declared on Common Stock ($7.25 per share)
            
-
      
-
      
(5,753
)
    
-
      
(5,753
)
Issuance of Common Stock
    
523
      
-
      
403
      
-
      
-
      
403
  
Change in Net Unrealized Loss on Securities Available-for-Sale, net of tax
            
-
      
-
      
-
      
11,351
      
11,351
  
Balance, June 30, 2020
    
793,556
    
$
8
    
$
80,350
    
$
308,714
    
$
14,656
    
$
403,728
  
                                                 
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
  

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



FARMERS & MERCHANTS BANCORP
Condensed Consolidated Statements of Cash Flows (Unaudited)
  
Six Months Ended
  
(in thousands)
  
June 30,
2020
    
June 30,
2019
  
Operating Activities:
            
Net Income
  
$
28,431
    
$
27,654
  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
                
Provision for Credit Losses
    
300
      
200
  
Depreciation and Amortization
    
1,414
      
1,387
  
Net Amortization of Investment Security Premiums & Discounts
    
397
      
222
  
Amortization of Core Deposit Intangible
    
313
      
319
  
Accretion of Discount on Acquired Loans
    
(117
)
    
(6
)
Net Gain on Sale of Investment Securities
    
(13
)
    
-
  
Net Gain on Sale of Property & Equipment
    
(62
)
    
-
  
Net Change in Operating Assets & Liabilities:
                
Net Decrease in Interest Receivable and Other Assets
    
1,953
      
810
  
Net (Decrease) Increase in Interest Payable and Other Liabilities
    
(3,217
)
    
4,175
  
Net Cash Provided by Operating Activities
    
29,399
      
34,761
  
Investing Activities:
                
Purchase of Investment Securities Available-for-Sale
    
(150,342
)
    
(316,054
)
Proceeds from Sold, Matured or Called Securities Available-for-Sale
    
106,840
      
330,902
  
Purchase of Investment Securities Held-to-Maturity
    
(15,068
)
    
(11,606
)
Proceeds from Matured or Called Securities Held-to-Maturity
    
6,243
      
4,823
  
Net Loans & Leases Paid, Originated or Acquired
    
(391,830
)
    
(28,069
)
Principal Collected on Loans & Leases Previously Charged Off
    
208
      
77
  
Additions to Premises and Equipment, Net
    
(3,877
)
    
(628
)
Purchase of Other Investments
    
(3,230
)
    
(1,947
)
Proceeds from Sale of Property & Equipment
    
77
      
-
  
Net Cash Used in Investing Activities
    
(450,979
)
    
(22,502
)
Financing Activities:
                
Net Increase (Decrease) in Deposits
    
504,014
      
(37,556
)
Cash Dividends
    
(5,753
)
    
(5,550
)
Net Cash Provided by (Used in) Financing Activities
    
498,261
      
(43,106
)
Net Change in Cash and Cash Equivalents
    
76,681
      
(30,847
)
Cash and Cash Equivalents at Beginning of Period
    
294,758
      
145,564
  
Cash and Cash Equivalents at End of Period
  
$
371,439
    
$
114,717
  
Supplementary Data
                
Cash Payments Made for Income Taxes
  
$
17
    
$
4,631
  
Issuance of Common Stock to the Bank's Non-Qualified Retirement Plans
  
$
403
    
$
2,564
  
Interest Paid
  
$
6,427
    
$
5,109
  
Supplementary Noncash Disclosure
                
Lease Liabilities Arising from Obtaining Right-of-Use Assets
  
$
-
    
$
5,645
  
Security (purchases) sales settled in subsequent period
  
$
(2,507
)
  
$
-
  

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


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.

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. Actual results could differ from these estimates.

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 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 to earliest call date 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.

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 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.

Management evaluates 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 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.

For equity securities, the entire amount of a market adjustment is recognized through earnings.

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 more than insignificant 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.

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.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law by Congress. The CARES Act provides financial institutions, under specific circumstances, the opportunity to temporarily suspend certain requirements under generally accepted accounting principles related to modifications for a limited period of time to account for the effects of COVID-19. In March 2020, a joint statement was issued by federal and state regulatory agencies, after consultation with the FASB, to clarify that short-term loan modifications, such as payment deferrals, fee waivers, extensions of repayment terms or other insignificant payment delays, are not TDRs if made on a good-faith basis in response to COVID-19 to borrowers who were current prior to any relief. Under this guidance, six months or less is provided as an example of short-term, and current is defined as less than 30 days past due at the time the modification program is implemented. The guidance also provides that these modified loans generally are not classified as nonaccrual during the term of the modification. See “Note 2 – Risks and Uncertainties” for additional information on the CARES Act and the impact of COVID-19 on the Company.

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 1st 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.

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 risk ratings can be grouped into five major categories, defined as follows:

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.

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 lower inherent risk of loss. 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.

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.

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 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.

On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law by Congress. The CARES Act restricts the ability of financial institutions to exercise their foreclosure rights on residential and multi-family properties backed by federally guaranteed mortgage loans. The State of California has gone further and temporarily suspended all residential and commercial foreclosures. The Company is working with its borrowers when they make requests to defer payments on their mortgage loans. See “Note 2 – Risks and Uncertainties” for additional information on the CARES Act and the impact of COVID-19 on the Company.

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.

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 on the Company’s financial statement.

The Company accounts for its interest in Low Income Housing Tax Credits (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 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.

For the three and six months ended June 30, 2020 and 2019, 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. However, trades are reported on the OTCQX under the symbol "FMCB". 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, diluted and basic earnings per common share are the same. See Note 8 – “Dividends and Basic Earnings Per Common Share” 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 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.

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 statement of operations from the date of acquisition. Acquisition-related costs, including conversion charges, are expensed as incurred.

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, 2020, the future estimated amortization expense for the CDI arising from our past acquisitions is as follows:

(in thousands)
  
2020
    
2021
    
2022
    
2023
    
2024
    
Thereafter
    
Total
  
Core Deposit Intangible Amortization
  
$
312
    
$
611
    
$
593
    
$
573
    
$
549
    
$
1,688
    
$
4,326
  

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.

2.
Risks and Uncertainties

The COVID-19 pandemic has affected all of us.  Designated as an “essential business”, the Company’s subsidiary, Farmers & Merchants Bank of Central California, has kept all branches open and maintained regular business hours during these difficult times. Our staffing levels have remained stable during the COVID-19 crisis. We have taken what we believe are prudent measures to protect our employees and customers, while still providing core banking services.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. Through this legislation, as well as related federal and state regulatory actions, the federal government has taken extraordinary efforts to provide financial assistance to individuals and companies to help them move through these difficult times. However, there are no guaranties how long the COVID-19 virus may continue to impact our economy, and therefore, the Company.

While we expect the effects of COVID-19 to have an adverse future impact on our business, financial condition and results of operations, we are unable to predict the full extent or nature of these impacts at the current time.

3.
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, 2020
  
Cost
    
Gains
    
Losses
    
Value
  
US Treasury Notes
  
$
64,802
    
$
583
    
$
1
    
$
65,384
  
US Government Agency SBA
    
9,397
      
1
      
110
      
9,288
  
Mortgage Backed Securities (1)
    
448,904
      
20,326
      
5
      
469,225
  
Corporate Securities
    
10,190
      
25
      
12
      
10,203
  
Other
    
15,307
      
-
      
-
      
15,307
  
Total
  
$
548,600
    
$
20,935
    
$
128
    
$
569,407
  

 
Amortized
    
Gross Unrealized
    
Fair/Book
  
December 31, 2019
  
Cost
    
Gains
    
Losses
    
Value
  
US Treasury Notes
  
$
54,745
    
$
250
    
$
-
    
$
54,995
  
US Government Agency SBA
    
10,902
      
9
      
113
      
10,798
  
Mortgage Backed Securities (1)
    
436,531
      
4,646
      
99
      
441,078
  
Other
    
515
      
-
      
-
      
515
  
Total
  
$
502,693
    
$
4,905
    
$
212
    
$
507,386
  

 
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
  

(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.

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, 2020
  
Value
    
Gains
    
Losses
    
Value
  
Obligations of States and Political Subdivisions
  
$
69,036
    
$
1,158
    
$
-
    
$
70,194
  
Total
  
$
69,036
    
$
1,158
    
$
-
    
$
70,194
  

 
Book
    
Gross Unrealized
    
Fair
  
December 31, 2019
  
Value
    
Gains
    
Losses
    
Value
  
Obligations of States and Political Subdivisions
  
$
60,229
    
$
880
    
$
12
    
$
61,097
  
Total
  
$
60,229
    
$
880
    
$
12
    
$
61,097
  

 
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
  

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, 2020 by contractual maturity are shown in the following table (in thousands):

  
Available-for-Sale
    
Held-to-Maturity
  
June 30, 2020
  
Amortized
Cost
    
Fair/Book
Value
    
Book
Value
    
Fair
Value
  
Within one year
  
$
70,271
    
$
70,354
    
$
5,497
    
$
5,497
  
After one year through five years
    
20,391
      
20,901
      
4,120
      
4,127
  
After five years through ten years
    
797
      
795
      
25,389
      
26,423
  
After ten years
    
8,237
      
8,132
      
34,030
      
34,147
  
     
99,696
      
100,182
      
69,036
      
70,194
  
                                 
Investment securities not due at a single maturity date:
                                
Mortgage-backed securities
    
448,904
      
469,225
      
-
      
-
  
                                 
Total
  
$
548,600
    
$
569,407
    
$
69,036
    
$
70,194
  

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.

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, 2020
  
Fair
Value
    
Unrealized
Loss
    
Fair
Value
    
Unrealized
Loss
    
Fair
Value
    
Unrealized
Loss
  
                                     
Securities Available-for-Sale
                                    
US Treasury Notes
  
$
49,996
    
$
1
    
$
-
    
$
-
    
$
49,996
    
$
1
  
US Government Agency SBA
    
4,396
      
14
      
4,293
      
96
      
8,689
      
110
  
Mortgage Backed Securities
    
-
      
-
      
215
      
5
      
215
      
5
  
Corporate Securities
    
2,547
      
12
      
-
      
-
      
2,547
      
12
  
Total
  
$
56,939
    
$
27
    
$
4,508
    
$
101
    
$
61,447
    
$
128
  

There were no HTM investments with gross unrealized losses at June 30, 2020.

  
Less Than 12 Months
    
12 Months or More
    
Total
  
December 31, 2019
  
Fair
Value
    
Unrealized
Loss
    
Fair
Value
    
Unrealized
Loss
    
Fair
Value
    
Unrealized
Loss
  
                                     
Securities Available-for-Sale
                                    
US Government Agency SBA
  
$
2,693
    
$
6
    
$
5,198
    
$
107
    
$
7,891
    
$
113
  
Mortgage Backed Securities
    
131,005
      
88
      
713
      
11
      
131,718
      
99
  
Total
  
$
133,698
    
$
94
    
$
5,911
    
$
118
    
$
139,609
    
$
212
  
                                                 
Securities Held-to-Maturity
                                                
Obligations of States and Political Subdivisions
  
$
355
    
$
12
    
$
-
    
$
-
    
$
355
    
$
12
  
Total
  
$
355
    
$
12
    
$
-
    
$
-
    
$
355
    
$
12
  

 
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.

As of June 30, 2020, the Company held 534 investment securities of which 25 were in an unrealized loss position for less than twelve months. 72 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.

Securities of Government Agency and Government Sponsored Entities – At June 30, 2020, 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, 2020, December 31, 2019 and June 30, 2019, respectively.

U.S. Treasury Notes – At June 30, 2020, 1 U.S. Treasury Note security investment was 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 loss on the Company's investment in a U.S. Treasury Note was $1,000, $0, and $25,000 at June 30, 2020, December 31, 2019, and June 30, 2019, 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, 2020, December 31, 2019, and June 30, 2019.

U.S. Government SBA – At June 30, 2020, 22 U.S. Government SBA security investments were in an unrealized loss position for less than 12 months and 53 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 $110,000, $113,000, and $114,000 at June 30, 2020, December 31, 2019, and June 30, 2019, 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, 2020, December 31, 2019, and June 30, 2019.

Mortgage Backed Securities – At June 30, 2020, 1 mortgage backed security investment was in an unrealized loss position for less than 12 months and 19 were in an unrealized loss position for 12 months or more. The unrealized losses on the Company's investment in mortgage backed securities were $5,000, $99,000, and $116,000 at June 30, 2020, December 31, 2019, and June 30, 2019, respectively. The unrealized losses 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 did not consider these investments to be other-than-temporarily impaired at June 30, 2020, December 31, 2019, and June 30, 2019.

Obligations of States and Political Subdivisions – At June 30, 2020, no obligations of states and political subdivisions were in an unrealized loss position for less than 12 months. None were in an unrealized loss position for 12 months or more. As of June 30, 2020, the Company’s bank-qualified municipal bond portfolio was rated at either the issue or issuer level, and all of these ratings were “investment grade.” The Company monitors the status of all municipal investments in the portfolio 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, $12,000 and $0 at June 30, 2020, December 31, 2019 and June 30, 2019, respectively. Management believes that any unrealized losses on the Company's investments in obligations of states and political subdivisions were 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 would 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, 2020, December 31, 2019 and June 30, 2019.

Corporate Securities - At June 30, 2020, 1 corporate security was in an unrealized loss position for less than 12 months. The unrealized loss on the Company’s investment in the corporate security was $12,000. Changes in the prices of corporate securities are primarily influenced by: (1) changes in market interest rates; (2) changes in perceived credit risk in the general economy or in particular industries; (3) changes in the perceived credit risk of a particular company; and (4) day to day trading supply, demand and liquidity. 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, 2020.

Proceeds from sales and calls of securities were as follows:

 
  
Three Months
Ended June 30,
    
Six Months
Ended June 30,
  
(in thousands)
  
2020
    
2019
    
2020
    
2019
  
Proceeds
  
$
745
    
$
1,310
    
$
3,000
    
$
1,310
  
Gains
    
-
      
-
      
13
      
-
  
Losses
    
-
      
-
      
-
      
-
  

Pledged Securities
As of June 30, 2020, securities carried at $370.4 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 $352.5 million at December 31, 2019, and $250.9 million at June 30, 2019.

4.
Federal Home Loan Bank Stock and Other Equity Securities

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock and other equity securities are carried at cost, plus or minus observable price changes in orderly transactions, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. FHLB stock and other equity securities are reported in Interest Receivable and Other Assets on the Company’s Consolidated Balance Sheets and totaled $12.7 million at June 30, 2020, December 31, 2019 and June 30, 2019.

5.
Loans & Leases and Allowance for Credit Losses

Loans & Leases consisted of the following:

(in thousands)
  
June 30, 2020
    
December 31, 2019
    
June 30, 2019
  
Commercial Real Estate
  
$
873,922
    
$
846,486
    
$
821,472
  
Agricultural Real Estate
    
635,077
      
625,767
      
605,776
  
Real Estate Construction
    
166,548
      
115,644
      
93,539
  
Residential 1st Mortgages
    
272,209
      
255,253
      
257,408
  
Home Equity Lines and Loans
    
37,966
      
39,270
      
40,210
  
Agricultural
    
261,986
      
292,904
      
284,858
  
Commercial
    
369,817
      
384,795
      
382,192
  
Consumer & Other (1)
    
361,035
      
15,422
      
17,844
  
Leases
    
103,229
      
104,470
      
102,300
  
Total Gross Loans & Leases
    
3,081,789
      
2,680,011
      
2,605,599
  
Less: Unearned Income
    
17,277
      
6,984
      
6,701
  
Subtotal
    
3,064,512
      
2,673,027
      
2,598,898
  
Less: Allowance for Credit Losses
    
55,058
      
55,012
      
55,125
  
Net Loans & Leases
  
$
3,009,454
    
$
2,618,015
    
$
2,543,773
  

(1) Includes CARES Act Small Business Admistration Paycheck Protection Program loans.

Paycheck Protection Program (“PPP”) … Under the CARES Act (see “Note 2 – Risks and Uncertainties”) the Small Business Administration (“SBA”) was directed by Congress to provide up to $349 billion (subsequently expanded by an additional $310 billion) in loans to small businesses with less than 500 employees to assist these businesses in meeting their payroll and other financial obligations over the next several months. These government guaranteed loans are made with an interest rate of 1%, a risk weight of 0% under risk-based capital rules, have a term of 2 years, and under certain conditions the SBA can forgive them after eight weeks. Farmers & Merchants Bank of Central California actively participated in the PPP, and since April, 2020 the Bank has funded $347.4 million of loans for 1,536 small business customers.

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, 2020
  
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, 2020
  
$
11,053
    
$
15,128
    
$
1,949
    
$
855
    
$
2,675
    
$
8,076
    
$
11,466
    
$
456
    
$
3,162
    
$
192
    
$
55,012
  
Charge-Offs
    
-
      
-
      
-
      
-
      
(7
)
    
-
      
(426
)
    
(29
)
    
-
      
-
      
(462
)
Recoveries
    
-
      
-
      
-
      
46
      
34
      
30
      
80
      
18
      
-
      
-
      
208
  
Provision
    
10,370
      
(6,107
)
    
(497
)
    
870
      
(463
)
    
(3,316
)
    
(1,077
)
    
(86
)
    
(362
)
    
968
      
300
  
Ending Balance- June 30, 2020
  
$
21,423
    
$
9,021
    
$
1,452
    
$
1,771
    
$
2,239
    
$
4,790
    
$
10,043
    
$
359
    
$
2,800
    
$
1,160
    
$
55,058
  
Second Quarter Allowance for Credit Losses:
                                                                                  
Beginning Balance- April 1, 2020
  
$
11,122
    
$
14,469
    
$
1,927
    
$
1,037
    
$
2,783
    
$
6,959
    
$
12,214
    
$
382
    
$
3,188
    
$
743
    
$
54,824
  
Charge-Offs
    
-
      
-
      
-
      
-
      
(7
)
    
-
      
(182
)
    
(8
)
    
-
      
-
      
(197
)
Recoveries
    
-
      
-
      
-
      
26
      
13
      
3
      
79
      
10
      
-
      
-
      
131
  
Provision
    
10,301
      
(5,448
)
    
(475
)
    
708
      
(550
)
    
(2,172
)
    
(2,068
)
    
(25
)
    
(388
)
    
417
      
300
  
Ending Balance- June 30, 2020
  
$
21,423
    
$
9,021
    
$
1,452
    
$
1,771
    
$
2,239
    
$
4,790
    
$
10,043
    
$
359
    
$
2,800
    
$
1,160
    
$
55,058
  
Ending Balance Individually Evaluated for Impairment
    
6
      
-
      
-
      
121
      
8
      
79
      
-
      
25
      
-
      
-
      
239
  
Ending Balance Collectively Evaluated for Impairment
    
21,417
      
9,021
      
1,452
      
1,650
      
2,231
      
4,711
      
10,043
      
334
      
2,800
      
1,160
      
54,819
  
Loans & Leases:
                                                                                        
Ending Balance
  
$
855,762
    
$
635,077
    
$
166,548
    
$
272,209
    
$
37,966
    
$
261,986
    
$
369,817
    
$
361,035
    
$
104,112
    
$
-
    
$
3,064,512
  
Ending Balance Individually Evaluated for Impairment
    
1,663
      
5,629
      
-
      
2,411
      
168
      
473
      
10
      
195
      
-
      
-
      
10,549
  
Ending Balance Collectively Evaluated for Impairment
  
$
854,099
    
$
629,448
    
$
166,548
    
$
269,798
    
$
37,798
    
$
261,513
    
$
369,807
    
$
360,840
    
$
104,112
    
$
-
    
$
3,053,963
  

December 31, 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