Annual Statements Open main menu

F&M BANK CORP - Quarter Report: 2014 March (Form 10-Q)

fmbm_10q.htm
Financial Statements


F & M Bank Corp.

March 31, 2014
 
 
 
 
 
 
 
 
 

 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

þ         Quarterly report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2014.

o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number:    000-13273


F & M BANK CORP.
 
Virginia   54-1280811
(State or Other Jurisdiction of     (I.R.S. Employer
Incorporation or Organization)
  Identification No.)
 
P. O. Box 1111
Timberville, Virginia 22853
(Address of Principal Executive Offices) (Zip Code)
 
(540) 896-8941
(Registrant's Telephone Number, Including Area Code)


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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes þ No o

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
 
Large accelerated filer o Accelerated filer  o
Non-accelerated filer o Smaller reporting Company  þ
(Do not check if a smaller reporting company)      
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
Class   Outstandning at May 14, 2014
Common Stock, par value - $5    3,287,528 shares
 


 
 
 
 
 
F & M BANK CORP.

Index
 
Part I
Financial Information
4
     
Item 1.
Financial Statements
     
 
Consolidated Statements of Income – Three Months Ended March 31, 2014 and 2013
4
     
 
Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2014 and 2013
5
     
 
Consolidated Balance Sheets – March 31, 2014 and December 31, 2013
6
     
 
Consolidated Statements of Cash Flows – Three Months Ended March 31, 2014 and 2013
7
     
 
Consolidated Statements of Changes in Stockholders’ Equity – Three Months Ended March 31, 2014 and 2013
8
     
 
Notes to Consolidated Financial Statements
9
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
34
     
Item 4.
Controls and Procedures
34
     
Part II
Other Information
35
     
Item 1.
Legal Proceedings
35
     
Item 1a.
Risk Factors
35
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
35
     
Item 3.
Defaults Upon Senior Securities
35
     
Item 4.
Mine Safety Disclosures
35
     
Item 5.
Other Information
35
     
Item 6.
Exhibits
35
     
Signatures
36
     
Certifications
38
 
 
3

 
 
Part I Financial Information
Item 1 Financial Statements

F & M BANK CORP.
Consolidated Statements of Income
(In Thousands of Dollars Except per Share Amounts)
(Unaudited)
 
   
Three Months Ended
 
   
March 31,
 
Interest income
 
2014
   
2013
 
Interest and fees on loans held for investment
  $ 6,226     $ 6,056  
Interest and fees on loans held for sale
    15       489  
Interest on federal funds sold
    12       10  
Interest on interest bearing deposits
    -       1  
Interest on debt securities
    38       43  
Total interest income
    6,291       6,599  
                 
Interest expense
               
Interest on demand deposits
    167       189  
Interest on savings accounts
    28       50  
Interest on time deposits over $100,000
    158       207  
Interest on other time deposits
    304       427  
Total interest on deposits
    657       873  
Interest on short-term debt
    2       17  
Interest on long-term debt
    291       388  
Total interest expense
    950       1,278  
                 
Net interest income
    5,341       5,321  
                 
Provision for loan losses
    750       900  
Net interest income after provision for loan losses
    4,591       4,421  
                 
Noninterest income
               
Service charges
    257       261  
Insurance and other commissions
    22       183  
Other
    381       324  
Income on bank owned life insurance
    116       126  
Total noninterest income
    776       894  
                 
Noninterest expense
               
Salaries
    1,655       1,566  
Employee benefits
    520       576  
Occupancy expense
    160       160  
Equipment expense
    144       135  
FDIC insurance assessment
    180       202  
Other
    1,079       964  
Total noninterest expense
    3,738       3,603  
                 
Income before income taxes
    1,629       1,712  
Income tax expense
    476       468  
Consolidated net income
    1,153       1,244  
Net income - Noncontrolling interest (income) loss
    30       (28 )
Net Income – F & M Bank Corp
  $ 1,183     $ 1,216  
                 
Per share data
               
Net income (basic and dilutive)
  $ .46     $ .49  
Cash dividends
  $ .17     $ .17  
Weighted average shares outstanding
    2,598,639       2,500,473  
 
See notes to unaudited consolidated financial statements
 
 
4

 
 
F & M BANK CORP.
Consolidated Statements of Comprehensive Income
(In Thousands of Dollars)
(Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2014
   
2013
 
Net Income:
           
    Net Income – F & M Bank Corp
  $ 1,183     $ 1,216  
    Net Income (loss) attributable to noncontrolling interest
    (30 )     28  
Total Net Income:
    1,153       1,244  
                 
Unrealized holding gains (losses) on available-for-sale securities:
    18       (21 )
    Tax Expense (benefit)
    6       (7 )
    Unrealized holding gain (loss), net of tax
    12       (14 )
Total other comprehensive income (loss)
    12       (14 )
                 
Comprehensive income
  $ 1,165     $ 1,230  
 
See notes to unaudited consolidated financial statements
 
 
5

 
 
F & M BANK CORP.
Consolidated Balance Sheets
(In Thousands of Dollars Except per Share Amounts)
 
   
March 31,
   
December 31,
 
   
2014
   
2013
 
   
(Unaudited)
   
(Audited)
 
Assets
           
Cash and due from banks
  $ 7,189     $ 5,835  
Money market funds
    842       708  
Federal funds sold
    27,988       2  
Cash and cash equivalents
    36,019       6,545  
Securities:
               
Held to maturity – fair value of $106 in 2014 and 2013
    106       106  
Available for sale
    11,241       30,266  
Other investments
    8,044       8,114  
Loans held for sale
    5,578       3,804  
Loans held for investment
    486,327       478,453  
Less allowance for loan losses
    (8,009 )     (8,184 )
Net loans held for investment
    478,318       470,269  
                 
Other real estate owned
    2,437       2,628  
Bank premises and equipment, net
    6,514       6,525  
Interest receivable
    1,513       1,498  
Goodwill
    2,670       2,670  
Bank owned life insurance
    12,236       12,122  
Other assets
    8,468       8,241  
Total assets
  $ 573,144     $ 552,788  
                 
Liabilities
               
Deposits:
               
Noninterest bearing
  $ 100,084     $ 92,397  
Interest bearing:
               
Demand
    94,117       92,562  
Money market accounts
    25,560       24,894  
Savings
    58,280       58,292  
Time deposits over $100,000
    69,340       69,674  
All other time deposits
    124,163       126,330  
Total deposits
    471,544       464,149  
                 
Short-term debt
    3,697       3,423  
Accrued liabilities
    9,344       9,384  
Subordinated debt
    10,191       10,191  
Long-term debt
    11,500       11,500  
Total liabilities
    506,276       498,647  
                 
Stockholders’ Equity
               
Common stock, $5 par value, 6,000,000 shares authorized,
               
     3,287,470 and 2,511,735 shares issued and outstanding
               
     in 2014 and 2013, respectively
    16,437       12,559  
Retained earnings
    50,993       42,089  
Noncontrolling interest
    351       418  
Accumulated other comprehensive loss
    (913 )     (925 )
Total stockholders’ equity
    66,868       54,141  
Total liabilities and stockholders’ equity
  $ 573,144     $ 552,788  
 
See notes to unaudited consolidated financial statements
 
 
6

 
 
F & M BANK CORP.
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
(Unaudited)
 
   
Three Months Ended March 31,
 
   
2014
   
2013
 
Cash flows from operating activities
           
Net income
  $ 1,183     $ 1,216  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    148       150  
Amortization of security premiums, net
    24       9  
Loans held for sale originated
    (7,222 )     (21,708 )
Sale of loans held for sale originated
    8,629       28,623  
Provision for loan losses
    750       900  
(Increase) Decrease in interest receivable
    (15 )     (4 )
(Increase) Decrease in other assets
    (356 )     38  
Increase (decrease) in accrued expenses
    55       (363 )
Amortization of limited partnership investments
    152       150  
Income from life insurance investment
    (116 )     (126 )
Gain on Other Real Estate Owned
    (1 )     -  
Net adjustments
    2 048       7,669  
Net cash provided by operating activities
    3,231       8,885  
                 
Cash flows from investing activities
               
Purchase of investments available for sale
    (4,108 )     (4,002 )
Proceeds from maturity of investments available for sale
    23,009       3,539  
Net (increase) decrease in loans held for investment
    (9,009 )     (934 )
Net (increase) decrease in loans held for sale participations
    (3,181 )     49,161  
Proceeds from the sale of other real estate owned
    401       331  
Purchase of property and equipment
    (137 )     (88 )
Net cash provided by investing activities
    6,975       48,007  
                 
Cash flows from financing activities
               
Net change in demand and savings deposits
    9,895       5,792  
Net change in time deposits
    (2,500 )     (609 )
Net change in short-term debt
    274       (31,425 )
Cash dividends paid
    (427 )     (425 )
Proceeds from issuance of common stock
    12,026       26  
Repayment of long-term debt
    -       (5,429 )
Net cash provided by (used in) financing activities
    19,268       (32,070 )
                 
Net Increase in Cash and Cash Equivalents
    29,474       24,822  
Cash and cash equivalents, beginning of period
    6,545       8,997  
Cash and cash equivalents, end of period
  $ 36,019     $ 33,819  
Supplemental disclosure
               
Cash paid for:
               
Interest expense
  $ 981     $ 1,237  
Income taxes
    -       -  
Transfers from loans to Other Real Estate Owned
    397       216  
Noncash exchange of other real estate owned
    (188 )     -  
 
See notes to unaudited consolidated financial statements
 
 
7

 
 
F & M BANK CORP.
Consolidated Statements of Changes in Stockholders’ Equity
(In Thousands of Dollars)
(Unaudited)
 
   
Three Months Ended
 
   
March 31,
 
   
2014
   
2013
 
             
Balance, beginning of period
  $ 54,141     $ 49,384  
                 
Comprehensive income
               
Net income – F & M Bank Corp
    1,183       1,216  
Net income attributable to noncontrolling interest
    (30 )     28  
Net change in unrealized appreciation on securities available for sale, net of taxes
    12       (14 )
Total comprehensive income
    1,165       1,230  
                 
Minority Interest Capital Distributions
    (37 )     (51 )
Issuance of common stock
    12,026       26  
Dividends declared
    (427 )     (425 )
Balance, end of period
  $ 66,868     $ 50,164  
 
 
 
8

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 1.    Accounting Principles

The consolidated financial statements include the accounts of F & M Bank Corp. and its subsidiaries (the “Company”).  Significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements conform to accounting principles generally accepted in the United States of America and to general industry practices.  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2014 and the results of operations for the quarters ended March 31, 2014 and 2013.  The notes included herein should be read in conjunction with the notes to financial statements included in the 2013 annual report to shareholders of F & M Bank Corp.

The Company does not expect the anticipated adoption of any newly issued accounting standards to have a material impact on future operations or financial position.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income.  Certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities and gains or losses on certain derivative contracts, are reported as a separate component of the equity section of the balance sheet. Such items, along with operating net income, are components of comprehensive income.

Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Loans

Loans are carried on the balance sheet net of any unearned interest and the allowance for loan losses.  Interest income on loans is determined using the effective interest method on the daily amount of principal outstanding except where serious doubt exists as to collectability of the loan, in which case the accrual of income is discontinued.

Allowance for Loan Losses

The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance that management considers adequate to absorb potential losses in the portfolio.  Loans are charged against the allowance when management believes the collectability of the principal is unlikely.  Recoveries of amounts previously charged-off are credited to the allowance. Management’s determination of the adequacy of the allowance is based on an evaluation of the composition of the loan portfolio, the value and adequacy of collateral, current economic conditions, historical loan loss experience, and other risk factors.  Management believes that the allowance for loan losses is adequate.  While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, particularly those affecting real estate values.  In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses.  Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
 
 
9

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 1.    Accounting Principles, continued

Allowance for Loan Losses, continued

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Nonaccrual Loans

Loans are placed on nonaccrual status when they become ninety days or more past due, unless there is an expectation that the loan will either be brought current or paid in full in a reasonable period of time.

Note 2.    Investment Securities
 
Investment securities available for sale are carried in the consolidated balance sheets at their approximate market value, amortized cost and unrealized gains and losses at March 31, 2014 and December 31, 2013 are reflected in the table below.  The amortized costs of investment securities held to maturity are carried in the consolidated balance sheets and their approximate market values at March 31, 2014 and December 31, 2013 are as follows:
 
   
2014
   
2013
 
         
Market
         
Market
 
   
Cost
   
Value
   
Cost
   
Value
 
                         
Securities held to maturity
                       
U. S. Treasury and agency obligations
  $ 106     $ 106     $  106     $ 106  
Total
  $ 106     $ 106     $  106     $ 106  
 
   
March 31, 2014
 
         
Unrealized
   
Market
 
   
Cost
   
Gains
   
Losses
   
Value
 
Securities available for sale
                       
Government sponsored enterprises
  $ 10,080     $ 19     $ 24     $ 10,075  
Mortgage-backed securities
    1,161       5       -       1,166  
Total
  $ 11,241     $ 24     $ 24     $ 11,241  
 
   
December 31, 2013
 
         
Unrealized
   
Market
 
   
Cost
   
Gains
   
Losses
   
Value
 
Securities available for sale
                       
Government sponsored enterprises
  $ 29,076     $ 11     $ 22     $ 29,065  
Mortgage-backed securities
    1,209       -       8       1,201  
Total
  $ 30,285     $ 11     $ 30     $ 30,266  
 
 
10

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 2.    Investment Securities, continued

The amortized cost and fair value of securities at March 31, 2014, by contractual maturity are shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
   
Securities Held to Maturity
   
Securities Available for Sale
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
Due in one year or less
  $ 106     $ 106     $ 2,002     $ 1,999  
Due after one year through five years
    -       -       8,078       8,076  
Due after five years
    -       -       1,161       1,166  
Total
  $ 106     $ 106     $ 11,241     $ 11,241  
 
There were no gains and losses on sales of securities in the first quarter of 2014 or 2013.  There were also no securities with an Other than temporary impairment.
 
The fair value and gross unrealized losses for securities, segregated by the length of time that individual securities have been in a continuous gross unrealized loss position, at March 31, 2014 and December 31, 2013 were as follows (dollars in thousands):
 
   
Less than 12 Months
   
More than 12 Months
   
Total
 
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
                                     
March 31, 2014
                                   
Government sponsored Enterprises
  $ 5,985     $ (24 )   $ -     $ -     $ 5,985     $ (24 )
Total
  $ 5,985     $ (24 )   $ -     $ -     $ 5,985     $ (24 )
                                                 
December 31, 2013
                                               
Government sponsored Enterprises
  $ 4,984     $ (22 )   $ -     $ -     $ 4,984     $ (22 )
Mortgage backed obligations
    1,191       (8 )     -       -       1,191       (8 )
Total
  $ 6,175     $ (30 )   $ -     $ -     $ 6,175     $ (30 )
 
Other investments, which consist of stock of correspondent banks and investments in low income housing projects, decreased since December 31, 2013.  This decrease is due to FHLB stock repurchases during the first quarter which were partially offset with an increase in the Federal Reserve Bank Stock holding requirement.
 
   
2014
   
2013
 
Construction/Land Development
  $ 70,648     $ 68,512  
Farmland
    12,532       13,197  
Real Estate
    155,774       154,628  
Multi-Family
    11,693       11,797  
Commercial Real Estate
    116,583       113,415  
Home Equity – closed end
    9,451       10,228  
Home Equity – open end
    47,187       47,358  
Commercial & Industrial – Non-Real Estate
    25,953       25,903  
Consumer
    8,847       10,163  
Dealer Finance
    25,253       20,572  
Credit Cards
    2,406       2,680  
Total
  $ 486,327     $ 478,453  
 
Loans outstanding at March 31, 2014 and December 31, 2013 are summarized as follows:
 
 
11

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 3.    Loans Held for Investment, continued

The following is a summary of information pertaining to impaired loans (in thousands):
 
         
Unpaid
         
Average
   
Interest
 
  March 31, 2014
 
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
Impaired loans without a valuation allowance:
                             
     Construction/Land Development
  $ 6,898     $ 6,898     $ -     $ 5,781     $ 29  
     Farmland
    1,457       1,457       -       1,470       12  
     Real Estate
    48       48       -       394       1  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    1,457       1,457       -       799       23  
     Home Equity – closed end
    308       308       -       283       6  
     Home Equity – open end
    -       -       -       20       -  
     Commercial & Industrial – Non-Real Estate
    279       279       -       116       4  
     Consumer
    -       -       -       -       -  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    -       -       -       -       -  
      10,447       10,447               8,865       75  
                                         
Impaired loans with a valuation allowance
                                       
     Construction/Land Development
    11,408       10,738       1,604       10,510       55  
     Farmland
    -       -       -       -       -  
     Real Estate
    1,036       1,036       157       901       7  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    1,047       1,047       214       1,168       2  
     Home Equity – closed end
    180       180       22       340       8  
     Home Equity – open end
    100       100       12       90       -  
     Commercial & Industrial – Non-Real Estate
    -       -       -       141       -  
     Consumer
    -       -       -       1       -  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    -       -       -       -       -  
      13,771       13,101       2,009       13,151       72  
                                         
Total impaired loans
  $ 24,218     $ 23,548     $ 2,009     $ 20,014     $ 147  
 
 
12

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 3.    Loans Held for Investment, continued

The Recorded Investment is defined as the principal balance less principal payments and charge-offs.
 
         
Unpaid
         
Average
   
Interest
 
  December 31, 2013
 
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
Impaired loans without a valuation allowance:
                             
     Construction/Land Development
  $ 3,960     $ 4,543     $ -     $ 5,750     $ 153  
     Farmland
    1,459       1,459       -       1,475       67  
     Real Estate
    49       49       -       529       3  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    851       851       -       616       56  
     Home Equity – closed end
    308       308       -       284       25  
     Home Equity – open end
    -       -       -       20       -  
     Commercial & Industrial – Non-Real Estate
    242       242       -       64       12  
     Consumer
    -       -       -       -       -  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    -       -       -       -       -  
      6,869       7,452               8,738       316  
                                         
Impaired loans with a valuation allowance
                                       
     Construction/Land Development
    8,291       9,716       1,560       10,855       175  
     Farmland
    -       -       -       -       -  
     Real Estate
    1,145       1,145       154       966       48  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    818       1,118       282       1,171       4  
     Home Equity – closed end
    180       180       17       409       3  
     Home Equity – open end
    100       100       9       93       5  
     Commercial & Industrial – Non-Real Estate
    -       -       -       141       -  
     Consumer
    2       2       -       1       1  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    -       -       -       -       -  
      10,536       12,261       2,022       13,636       236  
                                         
Total impaired loans
  $ 17,405     $ 19,713     $ 2,022     $ 22,374     $ 552  
 
 
13

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.    Allowance for Loan Losses

A summary of the allowance for loan losses follows:
 
March 31, 2014  (in thousands)
 
Beginning Balance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending Balance
   
Percentage of loans in each category to total
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
 
Allowance for loan losses:
                                               
Construction/Land Development
  $ 4,007     $ 671     $ 12     $ 557     $ 3,905       48.76 %   $ 1,604     $ 2,301  
Farmland
    (2 )     -       -       -       (2 )     (.03 %)     -       (2 )
Real Estate
    400       -       -       (22 )     378       4.72 %     157       221  
Multi-Family
    -       -       -       -       -               -       -  
Commercial Real Estate
    777       -       11       (81 )     707       8.82 %     214       493  
Home Equity – closed end
    157       -       -       (10 )     147       1.84 %     22       125  
Home Equity – open end
    476       29       -       18       465       5.81 %     12       453  
 Commercial & Industrial – Non-Real Estate
    1,464       242       17       187       1,426       17.80 %     -       1,426  
 Consumer
    156       30       5       (3 )     128       1.60 %     -       128  
Dealer Finance
    628       -       -       121       749       9.36 %     -       749  
Credit Cards
    121       14       16       (17 )     106       1.32 %     -       106  
   Unallocated
    -       -       -       -       -       -       -       -  
Total
  $ 8,184     $ 986     $ 61     $ 750     $ 8,009       100 %   $ 2,009     $ 6,000  
 
December 31, 2013  (in thousands)
 
Beginning Balance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending Balance
   
Percentage of loans in each category to total
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
 
Allowance for loan losses:
                                               
Construction/Land Development
  $ 2,771     $ 2,127     $ 40     $ 3,323     $ 4,007       48.96 %   $ 1,560     $ 2,447  
Farmland
    (2 )     -       -       -       (2 )     (.03 %)     -       (2 )
Real Estate
    924       173       -       (351 )     400       4.89 %     154       246  
Multi-Family
    (37 )     -       -       37       -       -       -       -  
Commercial Real Estate
    1,113       201       42       (177 )     777       9.49 %     282       495  
Home Equity – closed end
    360       159       -       (44 )     157       1.92 %     17       140  
Home Equity – open end
    659       68       29       (144 )     476       5.82 %     9       467  
 Commercial & Industrial – Non-Real Estate
    2,113       986       127       210       1,464       17.89 %     -       1,464  
 Consumer
    51       173       14       264       156       1.91 %     -       156  
Dealer Finance
    72       17       -       573       628       7.68 %     -       628  
Credit Cards
    130       121       28       84       121       1.48 %     -       121  
   Unallocated
    -       -       -       -       -       -       -       -  
Total
  $ 8,154     $ 4,025     $ 280     $ 3,775     $ 8,184       100 %   $ 2,022     $ 6,162  
 
 
14

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.    Allowance for Loan Losses, continued
 
Recorded Investment in Loan Receivables (in thousands)
 
March 31, 2014
 
Loan Receivable
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
 
Construction/Land Development
  $ 70,648     $ 18,306     $ 52,342  
Farmland
    12,532       1,457       11,075  
Real Estate
    155,774       1,084       154,690  
Multi-Family
    11,693       -       11,693  
Commercial Real Estate
    116,583       2,504       114,079  
Home Equity – closed end
    9,451       488       8,963  
Home Equity –open end
    47,187       100       47,087  
Commercial & Industrial – Non-Real Estate
    25,953       279       25,674  
Consumer
    8,847       -       8,847  
Dealer Finance
    25,253       -       25,253  
Credit Cards
    2,406       -       2,406  
    $ 486,327     $ 24,218     $ 462,108  
Total
                       
 
December 31, 2013
 
Loan Receivable
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
 
Construction/Land Development
  $ 68,512     $ 14,259     $ 54,253  
Farmland
    13,197       1,459       11,738  
Real Estate
    154,628       1,194       153,434  
Multi-Family
    11,797       -       11,797  
Commercial Real Estate
    113,415       1,969       111,446  
Home Equity – closed end
    10,228       488       9,740  
Home Equity –open end
    47,358       100       47,258  
Commercial & Industrial – Non-Real Estate
    25,903       242       25,661  
Consumer
    10,163       2       10,161  
Dealer Finance
    20,572               20,572  
Credit Cards
    2,680       -       2,680  
    $ 478,453     $ 19,713     $ 458,740  
Total
                       
 
Aging of Past Due Loans Receivable (in thousands) as of March 31, 2014
 
   
30-59 Days Past due
   
60-89 Days Past Due
   
Greater than 90 Days (excluding non-accrual)
   
Non-Accrual Loans
   
Total Past Due
   
Current
   
Total Loan Receivable
 
March 31, 2014
                                         
Construction/Land Development
  $ 1,073     $ 2,374     $ -     $ 7,935     $ 11,382     $ 59,266     $ 70,648  
Farmland
    98       -       -       -       98       12,434       12,532  
Real Estate
    4,337       646       -       1,291       6,274       149,500       155,774  
Multi-Family
    -       -       -       -       -       11,693       11,693  
Commercial Real Estate
    2,268       -       -       1,287       3,555       113,028       116,583  
Home Equity – closed end
    18       -       -       171       189       9,262       9,451  
Home Equity – open end
    609       25       10       119       763       46,424       47,187  
Commercial & Industrial – Non- Real Estate
    1,412       14       -       176       1,602       24,351       25,953  
Consumer
    153       54       4       -       211       8,636       8,847  
Dealer Finance
    304       78       58       -       440       24,813       25,253  
Credit Cards
    6       3       7       -       16       2,390       2,406  
Total
  $ 10,278     $ 3,194     $ 79     $ 10,979     $ 24,530     $ 461,797     $ 486,327  
 
 
15

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.    Allowance for Loan Losses, continued

Aging of Past Due Loans Receivable (in thousands) as of December 31, 2013
 
   
30-59 Days Past due
   
60-89 Days Past Due
   
Greater than 90 Days (excluding non-accrual)
   
Non-Accrual Loans
   
Total Past Due
   
Current
   
Total Loan Receivable
 
December 31, 2013
                                         
Construction/Land Development
  $ 167     $ 735     $ -     $ 8,556     $ 9,458     $ 59,054     $ 68,512  
Farmland
    -       -       -       -       -       13,197       13,197  
Real Estate
    4,659       920       246       1,407       7,232       147,396       154,628  
Multi-Family
    107       -       -       -       107       11,690       11,797  
Commercial Real Estate
    858       -       -       1,474       2,332       111,083       113,415  
Home Equity – closed end
    122       79       10       180       391       9,837       10,228  
Home Equity – open end
    549       39       51       222       861       46,497       47,358  
Commercial & Industrial – Non- Real Estate
    148       20       4       416       588       25,315       25,903  
Consumer
    169       71       5       -       245       9,918       10,163  
Dealer Finance
    335       72       11       -       418       20,154       20,572  
Credit Cards
    21       3       -       -       24       2,656       2,680  
Total
  $ 7,135     $ 1,939     $ 327     $ 12,255     $ 21,656     $ 456,797     $ 478,453  
 
CREDIT QUALITY INDICATORS (in thousands)
AS OF MARCH 31, 2014
Corporate Credit Exposure
Credit Risk Profile by Creditworthiness Category
 
   
Grade 1 Minimal Risk
   
Grade 2 Modest Risk
   
Grade 3 Average Risk
   
Grade 4 Acceptable Risk
   
Grade 5 Marginally Acceptable
   
Grade 6 Watch
   
Grade 7 Substandard
   
Grade 8 Doubtful
   
Total
 
Construction/Land Development
  $ -     $ -     $ 5,734     $ 25,374     $ 11,206     $ 1,257     $ 27,077     $ -     $ 70,648  
Farmland
    68       -       1,358       4,103       5,449       -       1,554       -       12,532  
Real Estate
    -       555       68,256       52,815       19,864       6,066       8,218       -       155,774  
Multi-Family
    -       649       4,382       2,041       4,621               -       -       11,693  
Commercial Real Estate
    -       1,554       23,899       56,142       20,577       12,241       2,170       -       116,583  
Home Equity – closed end
    -       -       4,483       3,064       1,418       246       240       -       9,451  
Home Equity – open end
    -       1,574       12,861       26,189       5,756       306       501       -       47,187  
Commercial & Industrial (Non-Real Estate)
    777       120       4,272       15,165       2,936       2,454       229       -       25,953  
Total
  $ 845     $ 4,452     $ 125,245     $ 184,893     $ 71,827     $ 22,570     $ 39,989     $ -     $ 449,821  
 
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
 
   
Credit Cards
   
Consumer
 
Performing
  $ 2,399     $ 34,038  
Non performing
    7       62  
Total
  $ 2,406     $ 34,100  
 
 
16

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.   Allowance for Loan Losses, continued
 
CREDIT QUALITY INDICATORS (in thousands)
AS OF DECEMBER 31, 2013
Corporate Credit Exposure
Credit Risk Profile by Creditworthiness Category
 
   
Grade 1 Minimal Risk
   
Grade 2 Modest Risk
   
Grade 3 Average Risk
   
Grade 4 Acceptable Risk
   
Grade 5 Marginally Acceptable
   
Grade 6 Watch
   
Grade 7 Substandard
   
Grade 8 Doubtful
   
Total
 
Construction/Land Development
  $ -     $ -     $ 3,166     $ 25,657     $ 11,116     $ 2,946     $ 25,627     $ -     $ 68,512  
Farmland
    69       -       1,406       5,206       4,816       143       1,557       -       13,197  
Real Estate
    -       562       68,241       52,190       19,037       7,821       6,777       -       154,628  
Multi-Family
    -       668       4,442       2,275       4,412       -       -       -       11,797  
Commercial Real Estate
    -       1,897       18,062       55,350       21,677       13,406       3,023       -       113,415  
Home Equity – closed end
    -       -       4,574       3,117       1,870       281       386       -       10,228  
Home Equity – open end
    -       1,482       13,308       26,734       4,840       327       667       -       47,358  
Commercial & Industrial (Non-Real Estate)
    815       92       3,631       16,265       3,108       1,516       476       -       25,903  
Total
  $ 884     $ 4,701     $ 116,830     $ 186,794     $ 70,876     $ 26,440     $ 38,513     $ -     $ 445,038  
                                                                         
 
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
 
   
Credit Cards
   
Consumer
 
Performing
  $ 2,680     $ 30,719  
Non performing
    -       16  
Total
  $ 2,680     $ 30,735  
 
Description of loan grades:

Grade 1 – Minimal Risk:   Excellent credit, superior asset quality, excellent debt capacity and coverage, and recognized management capabilities.

Grade 2 – Modest Risk:  Borrower consistently generates sufficient cash flow to fund debt service, excellent credit, above average asset quality and liquidity.

Grade 3 – Average Risk:  Borrower generates sufficient cash flow to fund debt service.  Employment (or business) is stable with good future trends.  Credit is very good.

Grade 4 – Acceptable Risk:  Borrower’s cash flow is adequate to cover debt service; however, unusual expenses or capital expenses must by covered through additional long term debt.  Employment (or business) stability is reasonable, but future trends may exhibit slight weakness. Credit history is good. No unpaid judgments or collection items appearing on credit report.
 
 
17

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.    Allowance for Loan Losses, continued

Grade 5 – Marginally acceptable:  Credit to borrowers who may exhibit declining earnings, may have leverage that is materially above industry averages, liquidity may be marginally acceptable.  Employment or business stability may be weak or deteriorating.  May be currently performing as agreed, but would be adversely affected by developing factors such as layoffs, illness, reduced hours or declining business prospects.  Credit history shows weaknesses, past dues, paid or disputed collections and judgments, but does not include borrowers that are currently past due on obligations or with unpaid, undisputed judgments.

Grade 6 – Watch:  Loans are currently protected, but are weak due to negative balance sheet or income statement trends.  There may be a lack of effective control over collateral or the existence of documentation deficiencies.  These loans have potential weaknesses that deserve management’s close attention.  Other reasons supporting this classification include adverse economic or market conditions, pending litigation or any other material weakness.  Existing loans that become 60 or more days past due are placed in this category pending a return to current status.

Grade 7 – Substandard: Loans having well-defined weaknesses where a payment default and or loss is possible, but not yet probable.  Cash flow is inadequate to service the debt under the current payment, or terms, with prospects that the condition is permanent.  Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the borrower and there is the likelihood that collateral will have to be liquidated and/or guarantor(s) called upon to repay the debt.  Generally, the loan is considered collectible as to both principal and interest, primarily because of collateral coverage, however, if the deficiencies are not corrected quickly; there is a probability of loss.

Grade 8 – Doubtful:  The loan has all the characteristics of a substandard credit, but available information indicates it is unlikely the loan will be repaid in its entirety.  Cash flow is insufficient to service the debt.  It may be difficult to project the exact amount of loss, but the probability of some loss is great.  Loans are to be placed on non-accrual status when any portion is classified doubtful.

Note 5.    Employee Benefit Plan

The Bank has a qualified noncontributory defined benefit pension plan that covers substantially all of its employees.  The benefits are primarily based on years of service and earnings.  The Bank contributed $1,500,000 to the plan in the first quarter of 2014 and does not anticipate additional contributions for the 2014 plan year.  The following is a summary of net periodic pension costs for the three-month periods ended March 31, 2014 and 2013.
 
   
Three Months Ended
 
   
March 31,
2014
   
March 31,
2013
 
             
Service cost
  $ 125,257     $ 149,983  
Interest cost
    94,427       87,578  
Expected return on plan assets
    (174,563 )     (159,020 )
Amortization of net obligation at transition
    -       -  
Amortization of prior service cost
    (3,809 )     (3,809 )
Amortization of net loss
    9,028       50,796  
Net periodic pension cost
  $ 50,340     $ 125,528  
 
Note 6.    Fair Value
 
Accounting Standards Codification (ASC) 820, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement
 
The following sections provide a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

 
18

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 6.    Fair Value, continued

Impaired Loans: ASC 820 applies to loans measured for impairment using the practical expedients permitted by ASC 310 including impaired loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation which is then adjusted for the cost related to liquidation of the collateral.

Other Real Estate Owned: Certain assets such as other real estate owned (OREO) are measured at the lower of carrying amount or fair value less cost to sell. We believe that the fair value component in its valuation follows the provisions of ASC 820.

Derivative Financial Instruments: The equity derivative contracts are purchased as part of our Indexed Certificate of Deposit (ICD) program and are an offset of an asset and liability.  ICD values are measured on the S&P 500 Index.

For level 3 assets and liabilities measured at fair value on a recurring basis or non-recurring basis as of March 31, 2014 and December 31, 2013 and significant unobservable inputs used in the fair value measurements were as follows:
 
   
Fair Value at
 March 31,
2014
 
Valuation Technique
 
Significant Unobservable Inputs
 
Range
 
Impaired Loans
  $ 11,762  
Discounted appraised value
 
Discount for selling costs and age of appraisals
    15%-55 %
Other Real Estate Owned
  $ 2,437  
Discounted appraised value
 
Discount for selling costs and age of appraisals
    15%-55 %
 
   
Fair Value at
December 31,
2013
 
Valuation Technique
 
Significant Unobservable Inputs
 
Range
 
Impaired Loans
  $ 10,239  
Discounted appraised value
 
Discount for selling costs and age of appraisals
    15%-55 %
Other Real Estate Owned
  $ 2,628  
Discounted appraised value
 
Discount for selling costs and age of appraisals
    15%-55 %
 
Note 6.    Fair Value, continued

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.
 
March 31, 2014
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Government sponsored enterprises
  $ 10,075     $ -     $ 10,075     $ -  
Mortgage-backed obligations of federal agencies
    1,166       -       1,166       -  
Investment securities available for sale
  $ 11,241     $ -     $ 11,241     $ -  
                                 
Total assets at fair value
  $ 11,241     $ -     $ 11,241     $ -  
                                 
Total liabilities at fair value
  $ -     $ -     $ -     $ -  
                                 
Derivative financial instruments at fair value
  $ 30     $ -     $ 30     $ -  
 
December 31, 2013
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Government sponsored enterprises
  $ 29,065     $ -     $ 29,065     $ -  
Mortgage-backed obligations of federal agencies
    1,201       -       1,201       -  
Investment securities available for sale
    30,266       -       30,266       -  
                                 
Total assets at fair value
  $ 30,266     $ -     $ 30,266     $ -  
                                 
Total liabilities at fair value
  $ -     $ -     $ -     $ -  
                                 
Derivative financial instruments at fair value
  $ 31     $ -     $ 31     $ -  
 
 
19

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 6.    Fair Value, continued

Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis
 
The table below presents the recorded amount of assets and liabilities measured at fair value on a non-recurring basis.  The Company has determined that Other Real Estate Owned and Impaired Loans are Level 3.

March 31, 2014
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Other Real Estate Owned
  $ 2,437       -       -     $ 2,437  
              -       -          
     Construction/Land Development
    9,804       -       -       9,804  
     Farmland
    -       -       -       -  
     Real Estate
    879       -       -       879  
     Multi-Family
    -       -       -       -  
     Commercial Real Estate
    834       -       -       834  
     Home Equity – closed end
    158       -       -       158  
     Home Equity – open end
    87       -       -       87  
     Commercial & Industrial – Non-Real Estate
    -       -       -       -  
     Consumer
    -       -       -       -  
     Credit cards
    -       -       -       -  
     Dealer Finance
    -       -       -       -  
Total Impaired loans
    11,762       -       -       11,762  
                                 
Total assets at fair value
  $ 14,199     $ -     $ -     $ 14,199  
                                 
Total liabilities at fair value
  $ -     $ -     $ -     $ -  
 
December 31, 2013
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Other Real Estate Owned
  $ 2,628       -       -     $ 2,628  
              -       -          
     Construction/Land Development
    8,156       -       -       8,156  
     Farmland
    -       -       -       -  
     Real Estate
    991       -       -       991  
     Multi-Family
    -       -       -       -  
     Commercial Real Estate
    836       -       -       836  
     Home Equity – closed end
    163       -       -       163  
     Home Equity – open end
    91       -       -       91  
     Commercial & Industrial – Non-Real Estate
    -       -       -       -  
     Consumer
    2       -       -       2  
     Credit cards
    -       -       -       -  
     Dealer Finance
    -       -       -       -  
Total Impaired loans
    10,239       -       -       10,239  
                                 
Total assets at fair value
  $ 12,867       -     $ -       12,867  
                                 
Total liabilities at fair value
  $ -     $ -     $ -     $ -  
 
 
20

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
Note 7.    Disclosures About Fair Value of Financial Instruments

ASC 825 “Financial Instruments” defines the fair value of a financial instrument as the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced liquidation or sale.  As the majority of the Bank’s financial instruments lack an available trading market, significant estimates, assumptions and present value calculations are required to determine estimated fair value.  The following presents the carrying amount, fair value and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2014 and December 31, 2013.  This table excludes financial instruments for which the carrying amount approximates the fair value, which would be Level 1; inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. All financial instruments below are considered Level 2; inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
   
March 31, 2014
   
December 31, 2013
 
   
Estimated
   
Carrying
   
Estimated
   
Carrying
 
   
Fair Value
   
Value
   
Fair Value
   
Value
 
                         
Financial Assets
                       
Loans
  $ 519,034     $ 487,327     $ 512,250     $ 478,453  
                                 
Financial Liabilities
                               
Time deposits
  $ 210,592     $ 193,503       197,729       196,004  
Long-term debt
  $ 12,609     $ 11,500       12,613       11,500  
 
The carrying value of cash and cash equivalents, other investments, deposits with no stated maturities, short-term borrowings, and accrued interest approximate fair value. The fair value of securities was calculated using the most recent transaction price or a pricing model, which takes into consideration maturity, yields and quality.  The remaining financial instruments were valued based on the present value of estimated future cash flows, discounted at various rates in effect for similar instruments entered into as of the end of each respective period shown above.

Note 8.   Troubled Debt Restructuring

In the determination of the allowance for loan losses, management considers troubled debt restructurings and subsequent defaults in these restructurings by adjusting the loan grades of such loans, which figure into the environmental factors associated with the allowance. Defaults resulting in charge-offs affect the historical loss experience ratios which are a component of the allowance calculation. Additionally, specific reserves may be established on restructured loans evaluated individually.

During the three months ended March 31, 2014, there were no loan modifications that were considered to be troubled debt restructurings.  Modifications may have included rate adjustments, revisions to amortization schedules, suspension of principal payments for a temporary period, re-advancing funds to be applied as payments to bring the loan(s) current, or any combination thereof.

During the twelve months ended March 31, 2014, twelve loans (four borrowers) that had previously been restructured, were in default.  A restructured loan is considered in default when it becomes 90 days past due.

 
21

 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 8.   Troubled Debt Restructuring, continued
 
   
March 31, 2014
 
         
Pre-Modification
   
Post-Modification
 
         
Outstanding
   
Outstanding
 
   
Number of Contracts
   
Recorded Investment
   
Recorded Investment
 
Troubled Debt Restructurings
                 
Commercial
  6     $ 2,328     $ 2,328  
Real Estate
  3       600       600  
Home Equity
  2       280       280  
Credit Cards
          -       -  
Consumer
          -       -  
Total
        $ 3,208     $ 3,208  
 
During the three months ended, March 31, 2013, there were no loan modifications that were considered to be troubled debt restructurings.   There were also no troubled debt restructurings from the previous twelve months that went into default in the first quarter of 2013.  A restructured loan is considered in default when it becomes 90 days past due.
 
 
 
22

 
 
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

F & M Bank Corp. (Company)  incorporated in Virginia in 1983, is a one-bank holding company pursuant to section 3(a)(1) of the Bank Holding Company Act of 1956, which provides financial services through its wholly-owned subsidiary Farmers & Merchants Bank (Bank). TEB Life Insurance Company (TEB) and Farmers & Merchants Financial Services (FMFS) are wholly-owned subsidiaries of the Bank. The Bank also holds a majority ownership in VBS Mortgage LLC (VBS).

The Bank is a full service commercial bank offering a wide range of banking and financial services through its nine branch offices as well as its loan production offices located in Penn Laird, VA (which specializes in providing automobile financing through a network of automobile dealers) and in Fishersville, VA.  TEB reinsures credit life and accident and health insurance sold by the Bank in connection with its lending activities. FMFS provides title insurance, brokerage services and property/casualty insurance to customers of the Bank. VBS originates conventional and government sponsored mortgages through their offices in Harrisonburg and Woodstock, VA.

The Company’s primary trade area services customers in Rockingham County, Shenandoah County, Page County and Augusta County.

Management’s discussion and analysis is presented to assist the reader in understanding and evaluating the financial condition and results of operations of the Company.  The analysis focuses on the consolidated financial statements, footnotes, and other financial data presented.  The discussion highlights material changes from prior reporting periods and any identifiable trends which may affect the Company.  Amounts have been rounded for presentation purposes. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements presented in Item 1, Part 1 of this Form 10-Q.

Forward-Looking Statements

Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact.  Such statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning opinions or judgment of the Company and its management about future events. 

Although the Company believes that its expectations with respect to certain forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: general economic conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, changes in the stock and bond markets, technology, and consumer spending and savings habits.

We do not update any forward-looking statements that may be made from time to time by or on behalf of the Company.

 
23

 
 
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Critical Accounting Policies

General

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. The Company uses historical loss factors as one factor in determining the inherent loss that may be present in its loan portfolio. Actual losses could differ significantly from the historical factors that are used. The fair value of the investment portfolio is based on period end valuations but changes daily with the market. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of these transactions would be the same, the timing of events that would impact these transactions could change.

Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in the loan portfolio. The allowance is based on two basic principles of accounting: (i) ASC 450 “Contingencies”, which requires that losses be accrued when they are probable of occurring and estimable and (ii) ASC 310 “Receivables”, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.  For further discussion refer to page 28 in the Management Discussion and Analysis.

Goodwill and Intangibles

ASC 805 “Business Combinations” and ASC 350 “Intangibles” require that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Additionally, it further clarifies the criteria for the initial recognition and measurement of intangible assets separate from goodwill. ASC 350 prescribes the accounting for goodwill and intangible assets subsequent to initial recognition. The provisions of ASC 350 discontinue the amortization of goodwill and intangible assets with indefinite lives. Instead, these assets will be subject to at least an annual impairment review and more frequently if certain impairment indicators are in evidence. ASC 350 also requires that reporting units be identified for the purpose of assessing potential future impairments of goodwill.

Securities Impairment

For a complete discussion of securities impairment see Note 2 of the Notes to Consolidated Financial Statements.

Overview

Net income for the three months ended March 31, 2014 was $1,183,000 or $.46 per share, compared to $1,216,000 or $.49 in the same period in 2013, a decrease of 2.71%. During the three months ended March 31, 2014, noninterest income decreased 13.20% and noninterest expense increased 3.75% during the same period.  Net income from Bank operations adjusted for income or loss from Parent activities is as follows:
 
In thousands
 
2014
   
2013
 
             
Net Income from Bank Operations
  $ 1,136     $ 1,207  
Income or (loss) from Parent Company Activities
    47       9  
Net Income for the three months ended March 31
  $ 1,183     $ 1,216  
 
 
24

 
 
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 
Results of Operations

As shown in Table I on page 32, the 2014 year to date tax equivalent net interest income increased $15,000 or .28% compared to the same period in 2013.  The tax equivalent adjustment to net interest income totaled $20,000 for the quarter.  The yield on earning assets decreased .04%, while the cost of funds decreased .24% compared to the same period in 2013.

Year to date, the combination of the decrease in both yield on assets and the decrease in cost of funds coupled with changes in balance sheet leverage has resulted in the net interest margin increasing to 4.16%, an increase of .18% when compared to the same period in 2013.  A schedule of the net interest margin for the three month periods ended March 31, 2014 and 2013 can be found in Table I on page 32.

The Interest Sensitivity Analysis contained in Table II on page 33 indicates the Company is in an asset sensitive position in the one year time horizon.  As the notes to the table indicate, the data was based in part on assumptions as to when certain assets or liabilities would mature or reprice. Approximately 47.45% of rate sensitive assets and 40.27% of rate sensitive liabilities are subject to repricing within one year. Due to the relatively flat yield curve, management has continued to reduce deposit rates.  Liquid assets have been used to pay off maturing long term FHLB borrowings, which when coupled with depositors reluctance to tie up funds at historically low rates has resulted in the decrease in the positive GAP position in the one year time period.

Noninterest income decreased $118,000 or 13.20% for the three month period ended March 31, 2014.  The decrease is primarily due to a decrease in insurance and other commissions due to VBS Mortgage loss in 2014.

Noninterest expense increased $135,000 for the three month period ended March 31, 2014 as compared to 2013. Expense increased in the areas of data processing, legal and professional, supplies, travel and ATM expenses.  As stated in the most recently available (December 31, 2013) Bank Holding Company Performance Report, the Company’s and peer’s (Holding Companies with Consolidated Assets of $500 million to $1billion) noninterest expenses averaged 2.60% and 2.92% of average assets, respectively.  The Company’s operating costs have always compared favorably to the peer group due to an excellent asset to employee ratio and below average facilities costs.

 
25

 
 
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Balance Sheet

Federal Funds Sold and Interest Bearing Bank Deposits

The Company’s subsidiary bank invests a portion of its excess liquidity in either federal funds sold or interest bearing bank deposits. Federal funds sold offer daily liquidity and pay market rates of interest that at quarter end were benchmarked at 0% to .25% by the Federal Reserve. Actual rates received vary slightly based upon money supply and demand among banks. Interest bearing bank deposits are held either in money market accounts or as short-term certificates of deposits. Combined balances in fed funds sold and interest bearing bank deposits have increased since year end due to the maturity of a short term investment held at year end.

Securities

The Company’s securities portfolio serves several purposes.  Portions of the portfolio are held to assist the Company with liquidity, asset liability management and as security for certain public funds and repurchase agreements.

The securities portfolio consists of investment securities commonly referred to as securities held to maturity and securities available for sale.  Securities are classified as Held to Maturity investment securities when management has the intent and ability to hold the securities to maturity.  Held to Maturity Investment securities are carried at amortized cost.  Securities available for sale include securities that may be sold in response to general market fluctuations, liquidity needs and other similar factors.  Securities available for sale are recorded at market value.  Unrealized holding gains and losses on available for sale securities are excluded from earnings and reported (net of deferred income taxes) as a separate component of stockholders’ equity.

As of March 31, 2014, the market value of securities available for sale remained relative flat compared to their cost. The portfolio is made up of primarily agency securities with an average portfolio life of just over one year. This short average life results in less portfolio volatility and positions the Bank to redeploy assets in response to rising rates. There are $1,999,000 of securities scheduled to mature in 2014.  The Bank held a short term security at year end which matured resulting in the decrease balance at March 31, 2014.

In reviewing investments as of March 31, 2104, there were no securities which met the definition for other than temporary impairment.  Management continues to re-evaluate the portfolio for impairment on a quarterly basis.

Loan Portfolio

The Company operates in a predominately rural area that includes the counties of Rockingham, Page, Shenandoah and Augusta in the western portion of Virginia. The local economy benefits from a variety of businesses including agri-business, manufacturing, service businesses and several universities and colleges.  The Bank is an active residential mortgage and residential construction lender and generally makes commercial loans to small and mid size businesses and farms within its primary service area.

Lending is geographically diversified within the service area.  The only concentration within the portfolio is in construction and development lending.  Management and the Board of Directors review this concentration and other potential areas of concentration quarterly.

 
26

 
 
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Loans Held for Investment of $486,327,000 increased $7.9 million at March 31, 2014 compared to December 31, 2013.  The dealer finance portfolio increased $4.7 million, commercial real estate increased $3.1 million and construction and land development loans increased $2.1 million.  These increases were offset by decreases in the home equity lending totaling $1.0 million and consumer loans totaling $1.3 million.

Loans Held for Sale totaled $5,578,000 at March 31, 2014, an increase of $1,774,000 compared to December 31, 2013.  Secondary market loan originations are typically subject to seasonal declines in the first quarter of each calendar year.  While in 2014 the portfolio has grown compared to December 31, 2013, the Company experienced a decline in this portfolio during 2013 due to the decline in the real estate refinancing market.

Nonperforming loans include nonaccrual loans and loans 90 days or more past due.   Nonaccrual loans are loans on which interest accruals have been suspended or discontinued permanently.  Nonperforming loans totaled $11,058,000 at March 31, 2014 compared to $12,582,000 at December 31, 2013.  Although the potential exists for loan losses, management believes the bank is generally well secured and continues to actively work with its customers to effect payment.  As of March 31, 2014, the Company holds $2,437,000 of real estate which was acquired through foreclosure. This is a decrease of $191,000 compared to December 31, 2013.

The following is a summary of information pertaining to risk elements and nonperforming loans (in thousands):

   
March 31,
2014
   
December 31,
2013
 
             
Nonaccrual Loans
           
     Real Estate
  $ 9,226     $ 9,963  
     Commercial
    1,463       1,890  
     Home Equity
    290       402  
     Other
    -       -  
      10,979       12,255  
                 
Loans past due 90 days or more (excluding nonaccrual)
               
     Real Estate
    -       246  
     Commercial
    -       4  
     Home Equity
    10       61  
     Other
    69       16  
      79       327  
                 
Total Nonperforming loans
  $ 11,058     $ 12,582  
                 
Nonperforming loans as a percentage of loans held for investment
    2.27 %     2.63 %
                 
Net Charge Offs to total loans held for investment
    .19 %     .78 %
                 
Allowance for loan and lease losses to nonperforming loans
    72.43 %     65.05 %
 
 
27

 
 
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Allowance for Loan Losses

The allowance for loan losses provides for the risk that borrowers will be unable to repay their obligations.  The risk associated with real estate and installment notes to individuals is based upon employment, the local and national economies and consumer confidence.  All of these affect the ability of borrowers to repay indebtedness.  The risk associated with commercial lending is substantially based on the strength of the local and national economies.

Management evaluates the allowance for loan losses on a quarterly basis in light of national and local economic trends, changes in the nature and volume of the loan portfolio and trends in past due and criticized loans.  Specific factors evaluated include internally generated loan review reports, past due reports, historical loan loss experience and changes in the financial strength of individual borrowers that have been included on the Bank’s watch list or schedule of classified loans.

In evaluating the portfolio, loans are segregated into loans with identified potential losses and pools of loans by type and a general allowance based on a variety of criteria.   Loans with identified potential losses include examiner and bank classified loans. Classified relationships in excess of $500,000 and loans identified as Troubled Debt Restructurings are reviewed individually for impairment under ASC 310. A variety of factors are taken into account when reviewing these credits including borrower cash flow, payment history, fair value of collateral, company management, the industry in which the borrower is involved and economic factors. Loan relationships that are determined to have no impairment are placed back into the appropriate loan pool and reviewed under ASC 450.

Loans that are not impaired are categorized by call report code and an estimate is calculated based on actual loss experience over the last two years.  Dealer finance loans utilize a five year loss history.  The Company will monitor the net losses for this division and adjust based on how the portfolio performs since the department was established in 2012. A general allowance for inherent losses has been established to reflect other unidentified losses within the portfolio. The general allowance is calculated using eight environmental factors (loan growth, unemployment, past due/criticized loans, interest rates, changes in underwriting practices, local real estate industry conditions, and experience of lending staff) with a range for worst and best case.  The general allowance assists in managing recent changes in portfolio risk that may not be captured in individually impaired loans or in the homogeneous pools based on two year loss histories. The Board approves the loan loss provision for each quarter based on this evaluation. An effort is made to keep the actual allowance at or above the midpoint of the range established by the evaluation process.

The allowance for loan losses of $8,009,000 at March 31, 2014 is equal to 1.65% of loans held for investment. This compares to an allowance of $8,184,000 (1.71%) at December 31, 2013.  Based on the evaluation of the loan portfolio described above, management has funded the allowance a total of $750,000 in the first three months of 2014. Net charge-offs year to date totaled $925,000.

The overall level of the allowance has been increasing for several years and now approximates the national peer group average.  Based on historical losses, delinquency rates, collateral values of delinquent loans and a thorough review of the loan portfolio, management is of the opinion that the allowance for loan losses fairly states the estimated losses in the current portfolio.

 
28

 
 
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Deposits and Other Borrowings

The Company's main source of funding is comprised of deposits received from individuals, governmental entities and businesses located within the Company's service area.  Deposit accounts include demand deposits, savings, money market and certificates of deposit.  Total deposits have increased $7,395,000 since December 31, 2013.  Time deposits decreased $2,501,000 during this period while demand deposits and savings deposits increased $9,896,000.  The decrease in certificates of deposits is a result of a decrease in core time deposits. The increase in demand deposits and savings deposits is a result of new account growth during the year.  The Bank also participates in the CDARS program.  CDARS (Certificate of Deposit Account Registry Service) is a program that allows the bank to accept customer deposits in excess of FDIC limits and through reciprocal agreements with other network participating banks by offering FDIC insurance up to as much as $50 million in deposits. The CDARS program also allows the Bank to purchase funds through its One-Way Buy program. At quarter end the Bank had a total of $12.8 million in CDARS funding, which is an increase of $1.5 million over December 31, 2013.

Short-term debt

Short-term debt consists of federal funds purchased, daily rate credit obtained from the Federal Home Loan Bank (FHLB), short-term fixed rate FHLB borrowings and commercial repurchase agreements (repos). Commercial customers deposit operating funds into their checking account and by mutual agreement with the bank their excess funds are swept daily into the repurchase accounts.  These accounts are not considered deposits and are not insured by the FDIC.  The Bank pledges securities held in its investment portfolio as collateral for these short-term loans.  Federal funds purchased are overnight borrowings obtained from the Bank’s primary correspondent bank to manage short-term liquidity needs. Borrowings from the FHLB have been used to finance loans held for sale and also to finance the increase in short-term residential and commercial construction loans.  As of March 31, 2014 there were no FHLB short-term borrowings and commercial repurchase agreements totaled $3,697,000 compared to $3,423,000 at December 31, 2013.

Long-term debt

Borrowings from the FHLB continue to be an important source of funding.  The Company’s subsidiary bank borrows funds on a fixed rate basis.  These borrowings are used to fund loan growth and also assist the Bank in matching the maturity of its fixed rate real estate loan portfolio with the maturity of its debt and thus reduce its exposure to interest rate changes.  There were no scheduled repayments or additional borrowings through March 31, 2014.

In August 2009, the Company began issuing subordinated debt agreements with local investors with terms of 7 to 10 years.  Interest rates are fixed on the notes for the full term but vary by maturity.  Rates range from 7.0% on the 7 year note to 8.05% on the 10 year note.  As of March 31, 2014 and December 31, 2013 the balance outstanding was $10,191,000.

 
29

 

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Capital

The Company successfully completed a private placement of common stock in March 2014.  In the private placement the Company sold 774,231 shares of common stock for net proceeds of $12 million.  The resulting increase in equity improved the Companies risked based capital and leverage ratios by 2.64% and 2.16%, respectively.  The Company intends to use the proceeds for general corporate purposes, including organic growth, new market expansion and possible future acquisitions.  The Company has filed a registration statement with respect to a potential public offering of up to $10 million of mandatorily convertible preferred stock.

The Company seeks to maintain a strong capital base to expand facilities, promote public confidence, support current operations and grow at a manageable level.  As of March 31, 2014, the Company's total risk based capital and leverage ratios were 17.88% and 11.63%, respectively, increasing over year end from 15.37% and 9.37%, respectively. For the same period, Bank-only total risk based capital and leverage ratios were 17.47% and 11.29%, respectively, increasing over year end from 15.43% and 9.41%, respectively. For both the Company and the Bank these ratios are in excess of regulatory minimums to be considered “well capitalized”.
 
Liquidity

Liquidity is the ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, investments and loans maturing within one year.  Liquidity increased significantly in the first quarter as a short term investments made at year end matured.  This along with the decrease in Loans Held for Sale during 2013 and the sale of common stock during the first quarter have all contributed to the liquidity.  The Company's ability to obtain deposits and purchase funds at favorable rates determines its liquidity exposure.  As a result of the Company's management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its customers' credit needs.

Additional sources of liquidity available to the Company include, but are not limited to, loan repayments, the ability to obtain deposits through the adjustment of interest rates and the purchasing of federal funds.  To further meet its liquidity needs, the Company’s subsidiary bank also maintains a line of credit with its primary correspondent financial institution.  The Bank also has a line of credit with the Federal Home Loan Bank of Atlanta that allows for secured borrowings.

Interest Rate Sensitivity

In conjunction with maintaining a satisfactory level of liquidity, management must also control the degree of interest rate risk assumed on the balance sheet.  Managing this risk involves regular monitoring of interest sensitive assets relative to interest sensitive liabilities over specific time intervals. The Company monitors its interest rate sensitivity periodically and makes adjustments as needed. There are no off balance sheet items that will impair future liquidity.

As of March 31, 2014, the Company had a cumulative Gap Rate Sensitivity Ratio of 17.42% for the one year repricing period. This generally indicates that earnings would increase in an increasing interest rate environment as assets reprice more quickly than liabilities. However, in actual practice, this may not be the case as balance sheet leverage, funding needs and competitive factors within the market could dictate the need to raise deposit rates more quickly.  Management constantly monitors the Company’s interest rate risk and has decided the current position is acceptable for a well-capitalized community bank.

A summary of asset and liability repricing opportunities is shown in Table II, on page 33.

 
30

 

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Effect of Newly Issued Accounting Standards

In January 2014, the FASB amended the Investments—Equity Method and Joint Ventures topic of the Codification to address accounting for investments in qualified affordable housing projects.  If certain conditions are met, the amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects by amortizing the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizing the net investment performance in the income statement as a component of income tax expense (benefit).  If those conditions are not met, the investment should be accounted for as an equity method investment or a cost method investment in accordance with existing accounting guidance.  The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2014 and should be applied retrospectively for all periods presented.  Early adoption is permitted.  The Company does not expect these amendments to have a material effect on its financial statements

In January 2014, the FASB amended the Receivables—Troubled Debt Restructurings by Creditors subtopic of the Codification to address the reclassification of consumer mortgage loans collateralized by residential real estate upon foreclosure.  The amendments clarify the criteria for concluding that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan.  The amendments also outline interim and annual disclosure requirements.  The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2014.  Companies are allowed to use either a modified retrospective transition method or a prospective transition method when adopting this update.  Early adoption is permitted.  The Company does not expect these amendments to have a material effect on its financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, result of operations or cash flows.

Existence of Securities and Exchange Commission Web Site

The Securities and Exchange Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including F & M Bank Corp. and the address is (http: //www.sec.gov).

 
31

 
 
TABLE I
F & M BANK CORP.
Net Interest Margin Analysis
(on a fully taxable equivalent basis)
(Dollar Amounts in Thousands)
 
   
Three Months Ended
   
Three Months Ended
 
   
March 31, 2014
   
March 31, 2013
 
Average
       
Income/
   
Average
         
Income/
   
Average
 
   
Balance2,4
   
Expense
   
Rates
   
Balance2,4
   
Expense
   
Rates
 
Interest income
                                   
     Loans held for investment1,2
  $ 482,444     $ 6,245       5.25 %   $ 467,240     $ 6,238       5.41 %
     Loans held for sale
    1,663       15       3.66 %     42,362       330       3.16 %
     Federal funds sold
    24,126       13       .22 %     20,144       10       .20 %
     Interest bearing deposits
    694       -       -       1,690       2       .48 %
     Investments
                                               
Taxable 3
    13,302       38       1.13 %     12,463       43       1.40 %
Partially taxable
    106       -       -       107       0       -  
     Total earning assets
  $ 522,335     $ 6,311       4.90 %   $ 544,006     $ 6,623       4.94 %
Interest Expense
                                               
     Demand deposits
    119,567       167       .57 %     122,253       189       .63 %
     Savings
    56,211       28       .20 %     49,942       50       .41 %
     Time deposits
    198,932       462       .94 %     204,426       634       1.26 %
     Short-term debt
    3,540       2       .23 %     13,679       17       .50 %
     Long-term debt
    21,691       291       5.44 %     42,929       388       3.67 %
     Total interest bearing liabilities
  $ 399,941     $ 950       .96 %   $ 433,229     $ 1,278       1.20 %
                                                 
Tax equivalent net interest income 1
          $ 5,361                     $ 5,345          
                                                 
Net interest margin
                    4.16 %                     3.98 %
 

1  Interest income on loans includes loan fees.
2  Loans held for investment include nonaccrual loans.
3  An incremental income tax rate of 34% was used to calculate the tax equivalent income on nontaxable and partially taxable investments and loans.
4  Average balance information is reflective of historical cost and has not been adjusted for changes in market value annualized.

 
32

 
 
TABLE II

F & M BANK CORP.
Interest Sensitivity Analysis
 
March 31, 2014
(In Thousands of Dollars)

The following table presents the Company’s interest sensitivity.
 
    0 – 3     4 – 12     1 – 5    
Over 5
   
Not
       
   
Months
   
Months
   
Years
   
Years
   
Classified
   
Total
 
                                           
Uses of funds
                                         
Loans
                                         
Commercial
  $ 35,362     $ 26,014     $ 101,002     $ 1,752     $ -     $ 164,130  
Installment
    3,783       987       22,166       7,164       -       34,100  
Real estate loans for investments
    103,538       43,890       130,813       7,450       -       285,691  
Loans held for sale
    5,578       -       -       -       -       5,578  
Credit cards
    2,406       -       -       -       -       2,406  
Federal funds sold
    27,988       -       -       -       -       27,988  
Interest bearing bank deposits
    842       -       -       -       -       842  
Investment securities
    1,999       106       4,090       5,152       -       11,347  
Total
  $ 181,496     $ 70,997     $ 258,071     $ 21,518     $ -     $ 532,082  
                                                 
Sources of funds
                                               
Interest bearing demand deposits
  $ -     $ 31,604     $ 69,251     $ 18,823     $ -     $ 119,678  
Savings deposits
    -       11,656       34,968       11,656       -       58,280  
Certificates of deposit $100,000 and over
    12,167       22,613       34,560       -       -       69,340  
Other certificates of deposit
    14,308       52,259       57,596       -       -       124,163  
Short-term borrowings
    3,697       -       -       -       -       3,697  
Long-term borrowings
    4,000       7,500       6,481       3,710       -       21,691  
Total
  $ 34,172     $ 125,632     $ 202,856     $ 34,189     $ -     $ 396,849  
                                                 
Discrete Gap
  $ 147,324     $ (54,635 )   $ 55,215     $ (12,671 )   $ -     $ 135,233  
                                                 
Cumulative Gap
  $ 147,324     $ 92,689     $ 147,904     $ 135,233     $ 135,233          
                                                 
Ratio of Cumulative Gap to Total Earning Assets
    27.69 %     17.42 %     27.80 %     25.42 %     25.42 %        
 
Table II reflects the earlier of the maturity or repricing dates for various assets and liabilities as of March 31, 2014.  In preparing the above table, no assumptions were made with respect to loan prepayments. Loan principal payments are included in the earliest period in which the loan matures or can reprice.  Principal payments on installment loans scheduled prior to maturity are included in the period of maturity or repricing. Proceeds from the redemption of investments and deposits are included in the period of maturity.  Estimated maturities of deposits, which have no stated maturity dates, were derived from guidance contained in FDICIA 305.
 
 
33

 
 
Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As a result of the enactment of the Sarbanes-Oxley Act of 2002, issuers such as F & M Bank Corp. that file periodic reports under the Securities Exchange Act of 1934 (the "Act") are required to include in those reports certain information concerning the issuer's controls and procedures for complying with the disclosure requirements of the federal securities laws.  These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports it files or submits under the Act, is recorded , processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

.  As required, we will evaluate the effectiveness of these disclosure controls and procedures on a quarterly basis, and most recently did so as of the end of the period covered by this report.
 
The Company’s Chief Executive Officer and Chief Financial Officer, based on their evaluation as of the end of the period covered by this quarterly report of the Company’s disclosure controls and procedures (as defined in Rule 13(a)-15(e) of the Act), have concluded that the Company’s disclosure controls and procedures are effective for purposes of Rule 13(a)-15(b).
 
Changes in Internal Controls

. The findings of the internal auditor are presented to management of the Bank and to the Audit Committee of the Company.  During the period covered by this report, there were no changes to the internal controls over financial reporting of the Company that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 
34

 
 
Part II    Other Information

Item 1.    Legal Proceedings
 
There are no material pending legal proceedings other than ordinary routine litigation incidental to its business, to which the Company is a party or of which the property of the Company is subject.

Item 1a.    Risk Factors –
 
There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds –
 
None

Item 3.    Defaults Upon Senior Securities
 
None
 
Item 4.    Mine Safety Disclosures
 
None
 
Item 5.     Other Information
 
None
 
Item 6.     Exhibits
 
(a)   Exhibits
 
Exhibit No.   Description
     
10.1
 
Form of Securities Purchase Agreement, dated March 20, 2014, by and among   F & M Bank Corp. and the purchases thereto, incorporated herein by reference from Exhibit 10.1 to F&M Bank Corp.’s current report on Form 8-K filed March 21, 2014.
     
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (filed herewith).
     
101
 
The following materials from F&M Bank Corp.’s Quarterly Report on Form 1Q-K for the period ended March 31, 2014, formatted in Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) related notes (filed herewith).
 
 
35

 
 
Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
F & M BANK CORP.
 
       
Date
By:
/s/ Dean W. Withers  
   
Dean W. Withers
 
   
President and Chief Executive Officer
 
       
   
/s/ Carrie A. Comer
 
   
Carrie A. Comer
 
   
Senior Vice President and Chief Financial Officer
 
       
 
May 14, 2014

 
36

 
 
Exhibit Index:
 
Exhibit No.   Description
     
10.1
 
Form of Securities Purchase Agreement, dated March 20, 2014, by and among   F & M Bank Corp. and the purchases thereto, incorporated herein by reference from Exhibit 10.1 to F&M Bank Corp.’s current report on Form 8-K filed March 21, 2014.
     
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (filed herewith).
     
101
 
The following materials from F&M Bank Corp.’s Quarterly Report on Form 1Q-K for the period ended March 31, 2014, formatted in Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) related notes (filed herewith).
 
 
 
 37