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F&M BANK CORP - Quarter Report: 2016 June (Form 10-Q)

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM 10-Q
 
[X]          Quarterly report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended June 30, 2016.
 
[ ]          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
Incorporation or Organization)
 
 (I.R.S. Employer
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 [X] No [ ]
 
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 [X] No [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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 [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
 
Accelerated filer [ ]
Smaller reporting Company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
 
State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
 Class
 
 Outstanding at August 12, 2016
 Common Stock, par value - $5
 
 3,287,665 shares
                      

 
 
 
F & M BANK CORP.
 
Index
 
Page
 
Part I
Financial Information
   3
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
Consolidated Statements of Income – Three Months
 
 
Ended June 30, 2016 and 2015
   3
 
 
 
 
Consolidated Statements of Income – Six Months
 
 
Ended June 30, 2016 and 2015
  4
 
 
 
 
Consolidated Statements of Comprehensive Income – Six Months
 
 
Ended June 30, 2016 and 2015
 5
 
 
 
 
Consolidated Balance Sheets – June 30, 2016
 
 
and December 31, 2015
 6
 
 
 
 
Consolidated Statements of Cash Flows – Six Months
 
 
Ended June 30, 2016 and 2015
 7
 
 
 
 
Consolidated Statements of Changes in Stockholders’
 
 
Equity – Six Months Ended June 30, 2016 and 2015
 8
 
 
 
 
Notes to Consolidated Financial Statements
 9
 
 
 
Item 2.
Management’s Discussion and Analysis of
 
 
Financial Condition and Results of Operations
 26
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 38
 
 
 
Item 4.
Controls and Procedures
 38
 
 
 
Part II
Other Information
 39
 
 
 
Item 1.
Legal Proceedings
 39
 
 
 
Item 1a.
Risk Factors
 39
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 39
 
 
 
Item 3.
Defaults Upon Senior Securities
 39
 
 
 
Item 4.
Mine Safety Disclosures
 39
 
 
 
Item 5.
Other Information
 39
 
 
 
Item 6.
Exhibits
 39
 
 
 
Signatures
 
  40
 
 
 
Certifications
 
 42
 
 
 
 
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
 
 
 
June 30,
 
Interest income
 
2016
 
 
2015
 
Interest and fees on loans held for investment
  $7,337 
  $6,955 
Interest and fees on loans held for sale
    518 
    322 
Interest on federal funds sold and bank deposits
    6 
    3 
Interest on debt securities
    70 
    93 
Total interest income
    7,931 
    7,373 
 
       
       
Interest expense
       
       
Interest on demand deposits
    126 
    157 
Interest on savings accounts
    108 
    37 
Interest on time deposits over $100,000
    127 
    122 
Interest on other time deposits
    230 
    231 
Total interest on deposits
    591 
    547 
Interest on borrowed funds
    271 
    151 
Total interest expense
    862 
    698 
 
       
       
Net interest income
    7,069 
    6,675 
 
       
       
Provision for loan losses
    - 
    - 
Net interest income after provision for loan losses
    7,069 
    6,675 
 
       
       
Noninterest income
       
       
Service charges on deposit accounts
    272 
    236 
Insurance and other commissions
    405 
    275 
Other operating income
    373 
    519 
Income on bank owned life insurance
    118 
    117 
        Low income housing partnership losses
    (182)
    (157)
Total noninterest income
    986 
    990 
 
       
       
Noninterest expense
       
       
Salaries
    2,080 
    1,875 
Employee benefits
    602 
    539 
Occupancy expense
    180 
    162 
Equipment expense
    170 
    151 
FDIC insurance assessment
    112 
    198 
Other
    1,628 
    1,571 
Total noninterest expense
    4,772 
    4,496 
 
       
       
Income before income taxes
    3,283 
    3,169 
Income tax expense
    839 
    943 
Consolidated net income – F & M Bank Corp.
    2,444 
    2,226 
        Net income - Noncontrolling interest income
    86 
    50 
Net Income – F & M Bank Corp
  $2,358 
  $2,176 
        Dividends paid on preferred stock
    127 
    127 
Net income available to common stockholders
  $2,231 
  $2,049 
 
       
       
Per share data
       
       
Net income – basic
  $.68 
  $.62 
Net income – diluted
    .63 
    .58 
Cash dividends
  $.20 
  $.18 
Weighted average common shares outstanding – basic
    3,286,459 
    3,294,365 
Weighted average common shares outstanding – diluted
    3,730,859 
    3,738,765 
 
See notes to unaudited consolidated financial statements
 
 
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)
 
 
 
Six Months Ended
 
 
 
June 30,
 
Interest income
 
2016
 
 
2015
 
Interest and fees on loans held for investment
  $14,522 
  $13,727 
Interest and fees on loans held for sale
    890 
    513 
Interest on federal funds sold and bank deposits
    14 
    8 
Interest on debt securities
    139 
    136 
Total interest income
    15,565 
    14,384 
 
       
       
Interest expense
       
       
Interest on demand deposits
    245 
    314 
Interest on savings accounts
    208 
    70 
Interest on time deposits over $100,000
    246 
    245 
Interest on other time deposits
    450 
    472 
Total interest on deposits
    1,149 
    1,101 
Interest on borrowed funds
    527 
    252 
Total interest expense
    1,676 
    1,383 
 
       
       
Net interest income
    13,889 
    13,001 
Provision for loan losses
    - 
    300 
Net interest income after provision for loan losses
    13,889 
    12,701 
 
       
       
Noninterest income
       
       
Service charges on deposit accounts
    506 
    462 
Insurance and other commissions
    505 
    510 
Other operating income
    802 
    999 
Income on bank owned life insurance
    237 
    235 
       Low income housing partnership losses
    (365)
    (314)
Total noninterest income
    1,685 
    1,892 
 
       
       
Noninterest expense
       
       
Salaries
    4,163 
    3,693 
Employee benefits
    1,299 
    1,163 
Occupancy expense
    368 
    340 
Equipment expense
    354 
    314 
FDIC insurance assessment
    225 
    390 
       Other
    3,095 
    2,978 
Total noninterest expense
    9,504 
    8,878 
 
       
       
Income before income taxes
    6,070 
    5,715 
Income tax expense
    1,532 
    1,592 
Consolidated net income – F & M Bank Corp.
    4,538 
    4,123 
Net income - Noncontrolling interest income
    90 
    76 
Net Income – F & M Bank Corp
  $4,448 
  $4,047 
        Dividends paid/accumulated on preferred stock
    255 
    255 
Net income available to common stockholders
  $4,193 
  $3,792 
 
       
       
Per share data
       
       
Net income – basic
  $1.28 
  $1.15 
Net income – diluted
    1.19 
    1.08 
Cash dividends
  $.39 
  $.36 
Weighted average shares outstanding – basic
    3,285,867 
    3,293,510 
Weighted average shares outstanding – diluted
    3,730,267 
    3,737,910 
 
See notes to unaudited consolidated financial statements
 
 
4
 
 
F & M BANK CORP.
Consolidated Statements of Comprehensive Income
(In Thousands of Dollars)
(Unaudited)
 
 
 
Six Months Ended
 
 
Three Months Ended
 
 
 
June 30,
 
 
June 30,
 
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
Net Income:
 
 
 
 
 
 
 
 
 
 
 
 
    Net Income – F & M Bank Corp
  $4,448 
  $4,047 
  $2,358 
  $2,176 
    Net Income attributable to noncontrolling interest
    90 
    76 
    86 
    50 
Consolidated net income
    4 538 
    4 123 
    2,444 
    2,226 
 
       
       
       
       
Other comprehensive income (loss):
       
       
       
       
 
       
       
       
       
Change in unrealized holding gains (losses) on available-for-sale securities
    37 
    23 
    8 
    (1)
    Tax effect
    (12)
    (8)
    (3)
    - 
    Change in unrealized holding gain (loss), net of tax
    25 
    15 
    5 
    (1)
Total other comprehensive income (loss)
    25 
    15 
    5 
    (1)
 
       
       
       
       
Comprehensive income
  $4,563 
  $4,138 
  $2,449 
  $2,225 
 
 
 
See notes to unaudited consolidated financial statements
 
 
5
 
 
F & M BANK CORP.
Consolidated Balance Sheets
(In Thousands of Dollars Except per Share Amounts)
 
 
 
June 30,
 
 
December 31,
 
 
 
2016
 
 
2015
 
 
 
(Unaudited)
 
 
(Audited)
 
Assets
 
 
 
 
 
 
Cash and due from banks
  $7,316 
  $6,923 
Money market funds
    1,275 
    1,596 
Cash and cash equivalents
    8,591 
    8,519 
Securities:
       
       
Held to maturity – fair value of $125 in 2016 and 2015
    125 
    125 
Available for sale
    10,938 
    13,047 
Other investments
    13,888 
    12,157 
Loans held for sale
    97,211 
    57,806 
Loans held for investment
    565,999 
    544,053 
Less: allowance for loan losses
    (8,068)
    (8,781)
Net loans held for investment
    557,931 
    535,272 
 
       
       
Other real estate owned
    2,499 
    2,128 
Bank premises and equipment, net
    9,214 
    7,542 
Interest receivable
    1,851 
    1,709 
Goodwill
    2,670 
    2,670 
Bank owned life insurance
    13,278 
    13,046 
Deferred tax asset
    1,377 
    1,640 
Other assets
    10,465 
    9,696 
Total assets
  $730,038 
  $665,357 
 
       
       
Liabilities
       
       
Deposits:
       
       
Noninterest bearing
  $133,494 
  $134,787 
Interest bearing:
       
       
Demand
    83,324 
    81,492 
Money market accounts
    28,242 
    26,968 
Savings
    99,737 
    90,383 
Time deposits over $100,000
    50,019 
    53,625 
All other time deposits
    109,895 
    107,415 
Total deposits
    504,711 
    494,670 
 
       
       
Short-term borrowings
    59,418 
    24,954 
Accrued liabilities
    13,731 
    14,622 
Long-term borrowings
    66,196 
    48,161 
Total liabilities
    644,056 
    582,407 
 
       
       
Stockholders’ Equity
       
       
Preferred Stock $5 par value, 400,000 shares authorized, issued and outstanding
       
       
      For June 30, 2016 and December 31, 2015, respectively
    9,425 
    9,425 
Common stock, $5 par value, 6,000,000 shares authorized,
       
       
     3,287,521 and 3,293,909 shares issued and outstanding
       
       
     For June 30, 2016 and December 31, 2015, respectively
    16,438 
    16,427 
Additional paid in capital – common stock
    11,188 
    11,149 
Retained earnings
    50,997 
    48,056 
Noncontrolling interest
    589 
    573 
Accumulated other comprehensive loss
    (2,655)
    (2,680)
Total stockholders’ equity
    85,982 
    82,950 
Total liabilities and stockholders’ equity
  $730,038 
  $665,357 
 
See notes to unaudited consolidated financial statements
 
 
6
 
 
F & M BANK CORP.
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
(Unaudited)
 
 
 
Six Months Ended June 30,
 
 
 
2016
 
 
2015
 
Cash flows from operating activities
 
 
 
 
 
 
Net income
  $4,448 
  $4,047 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
       
       
Depreciation
    401 
    348 
Amortization of security premiums, net
    78 
    70 
Origination of loans held for sale originated
    (42,630)
    (36,299)
Sale of loans held for sale
    37,276 
    33,356 
Provision for loan losses
    - 
    300 
Decrease (increase) in interest receivable
    (142)
    11 
Increase in other assets
    (423)
    (763)
Increase (decrease) in accrued expenses
    (965)
    735 
Amortization of limited partnership investments
    365 
    314 
Income from life insurance investment
    (237)
    (235)
Loss on Other Real Estate Owned
    13 
    506 
Net adjustments
    (6,264)
    (1,657)
Net cash provided by (used in) operating activities
    (1,816)
    2,390 
 
       
       
Cash flows from investing activities
       
       
Purchase of investments available for sale
    (4,109)
    (10,346)
Proceeds from maturity of investments available for sale
    4,081 
    8,111 
Net increase in loans held for investment
    (23,250)
    (14,487)
Net increase in loans held for sale participations
    (34,051)
    (39,437)
Proceeds from the sale of other real estate owned
    207 
    328 
Purchase of property and equipment
    (2,073)
    (982)
Net cash used in investing activities
    (59,195)
    (56,813)
 
       
       
Cash flows from financing activities
       
       
Net change in demand and savings deposits
    11,167 
    12,165 
Net change in time deposits
    (1,126)
    (20,898)
Net change in short-term debt
    34,463 
    33,729 
Cash dividends paid
    (1,506)
    (1,440)
Proceeds from issuance of common stock
    81 
    70 
Proceeds from issuance of long-term debt
    20,000 
    15,000 
        Repurchase of common stock
    (32)
    (31)
Repayment of long-term debt
    (1,964)
    (554)
Net cash provided by financing activities
    61,083 
    38,039 
 
       
       
Net increase (decrease) in Cash and Cash Equivalents
    72 
    (16,384)
Cash and cash equivalents, beginning of period
    8,519 
    23,203 
Cash and cash equivalents, end of period
  $8,591 
  $6,819 
Supplemental disclosure
       
       
Cash paid for:
       
       
Interest expense
  $1,675 
  $710 
    Income taxes
    1,300 
    1,000 
Transfer from loans to other real estate owned
    592 
    - 
Noncash exchange of other real estate owned
    - 
    (227)
 
See notes to unaudited consolidated financial statements
 
 
7
 
F & M BANK CORP.
Consolidated Statements of Changes in Stockholders’ Equity
(In Thousands of Dollars)
(Unaudited)
 
 
 
Six Months Ended
 
 
 
June 30,
 
 
 
2016
 
 
2015
 
 
 
 
 
 
 
 
Balance, beginning of period
  $82,950 
  $77,798 
 
       
       
Comprehensive income
       
       
Net income – F & M Bank Corp
    4,448 
    4,047 
Net income attributable to noncontrolling interest
    90 
    76 
Other comprehensive income
    25 
    15 
Total comprehensive income
    4,563 
    4,138 
 
       
       
Minority interest capital distributions
    (74)
    (18)
Issuance of common stock
    81 
    70 
Repurchase of common stock
    (32)
    (31)
Dividends paid
    (1,506)
    (1,440)
Balance, end of period
  $85,982 
  $80,517 
 
See notes to unaudited consolidated financial statements
 
 
8
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 1.                    Summary of Significant Accounting Policies
 
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 June 30, 2016 and the results of operations for the three and six months ended June 30, 2016 and 2015. The notes included herein should be read in conjunction with the notes to financial statements included in the 2015 annual report to shareholders of F & M Bank Corp.
 
Note 1 to the 2015 Annual Report on Form 10-K filed with the SEC contains a description of the accounting policies followed by the Company and discussion of recent accounting pronouncements. The following paragraphs update that information as necessary.
 
In January 2015, the FASB issued guidance to eliminate from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under the new guidance, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The amendments were effective for the Company on January 1, 2016, and did not have a material effect on its financial statements.
 
In February 2015, the FASB issued guidance which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. The amendments were expected to result in the deconsolidation of many entities. The amendments were effective for the Company on January 1, 2016. The adoption of these amendments did not have a material effect on the Company’s financial statements. 
 
In April 2015, the FASB issued guidance which provides a practical expedient that permits the Company to measure defined benefit plan assets and obligations using the month-end that is closest to the Company’s fiscal year-end. The amendments were effective for the Company on January 1, 2016. The Company’s adoption of these amendments did not have a material effect on its financial statements.
 
In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
In August 2015, the FASB issued amendments to the Interest topic of the Accounting Standards Codification to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements
 
In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods with early adoption permitted as of the beginning of an interim or annual reporting period. The Company will apply the guidance prospectively. The Company does not expect these amendments to have a material effect on its financial statements.
 
In January 2016, the FASB amended the Financial Instruments topic of the Accounting Standards Codification to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for [fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. The Company does not expect these amendments to have a material effect on its financial statements.
 
 
9
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 1.                   Accounting Principles, continued
 
In February 2016, the FASB issued new guidance on accounting for leases, which generally requires all leases to be recognized in the statement of financial position. The provisions of this guidance are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. These provisions are to be applied using a modified retrospective approach. The Company is evaluating the effect that this new guidance will have on our consolidated financial statements, but does not expect it will have a material effect on its financial statements.
 
In March 2016, the FASB amended the Liabilities topic of the Accounting Standards Codification to address the current and potential future diversity in practice related to the derecognition of a prepaid stored-value product liability. The amendments will be effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance using a modified retrospective transition method by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective to each period presented. The Company does not expect these amendments to have a material effect on its financial statements.
 
In March 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
 
In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments will be effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not expect these amendments to have a material effect on its financial statements.
 
In April 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the guidance related to identifying performance obligations and accounting for licenses of intellectual property. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
 
In May 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
 
In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.
 
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
 
 
10
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 1.                   Accounting Principles, continued
 
Earnings per Share
 
Accounting guidance specifies the computation, presentation and disclosure requirements for earnings per share (“EPS”) for entities with publicly held common stock or potential common stock such as options, warrants, convertible securities or contingent stock agreements if those securities trade in a public market. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding.  Diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive common shares had been issued.  The dilutive effect of conversion of preferred stock is reflected in the diluted earnings per share calculation.
 
Net income available to common stockholders represents consolidated net income adjusted for preferred dividends declared.
 
The following table provides a reconciliation of net income to net income available to common stockholders for the periods presented:  
 
 
 
For the Six months ended
 
 
For the Quarter ended
 
 
For the Six months ended
 
 
For the Quarter ended
 
 In thousands of dollars
 
June 30, 2016
 
 
June 30, 2016
 
 
June 30, 2015
 
 
June 30, 2015
 
Earnings available to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
Net income
  $4,538 
  $2,444 
  $4,123 
  $2,226 
Minority interest
    90 
    86 
    76 
    50 
Preferred stock dividends
    255 
    127 
    255 
    127 
Net income available to common stockholders
  $4,193 
  $2,231 
  $3,792 
  $2,049 
 
The following table shows the effect of dilutive preferred stock conversion on the Company's earnings per share for the periods indicated:
 
 
 
Six months ended 6/30/2016
 
 
Six months ended 6/30/2015
 
 
 
Income
 
 
Shares
 
 
Per Share Amounts
 
 
Income
 
 
Shares
 
 
Per Share Amounts
 
Basic EPS
  $4,192,677 
    3,285,867 
  $1.28 
  $3,792,184 
    3,293,510 
  $1.15 
Effect of Dilutive Securities:
       
       
       
       
       
       
     Convertible Preferred Stock
    255,000 
    444,400 
    (0.09)
    255,500 
    444,400 
    (0.07)
Diluted EPS
  $4,447,677 
    3,730,267 
  $1.19 
  $4,047,184 
    3,737,910 
  $1.08 
 
 
11
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
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 June 30, 2016 and December 31, 2015 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 June 30, 2016 and December 31, 2015 are as follows:
 
 
 
June 30, 2016
 
 
December 31, 2015
 
 
 
 
 
 
Market
 
 
 
 
 
Market
 
(in thousands)
 
Cost
 
 
Value
 
 
Cost
 
 
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities held to maturity
 
 
 
 
 
 
 
 
 
 
 
 
U. S. Treasury and agency obligations
  $125 
  $125 
  $125 
  $125 
Total
  $125 
  $125 
  $125 
  $125 
 
 
 
June 30, 2016
 
 
 
 
 
 
Unrealized
 
 
Market
 
 
 
Cost
 
 
Gains
 
 
Losses
 
 
Value
 
Securities available for sale
 
 
 
 
 
 
 
 
 
 
 
 
U. S. Treasuries
  $4,011 
  $23 
  $- 
  $4,034 
Government sponsored enterprises
    6,023 
    10 
    8 
    6,025 
Mortgage-backed securities
    727 
    17 
    - 
    744 
Marketable equities
    135 
    - 
    - 
    135 
Total
  $10,896 
  $50 
  $8 
  $10,938 
 
 
 
December 31, 2015
 
 
 
 
 
 
Unrealized
 
 
Market
 
 
 
Cost
 
 
Gains
 
 
Losses
 
 
Value
 
Securities available for sale
 
 
 
 
 
 
 
 
 
 
 
 
U. S. Treasuries
  $4,015 
  $6 
  $- 
  $4,021 
Government sponsored enterprises
    8,081 
    4 
    11 
    8,074 
Mortgage-backed securities
    811 
    6 
    - 
    817 
Marketable equities
    135 
    - 
    - 
    135 
Total
  $13,042 
  $16 
  $11 
  $13,047 
 
The amortized cost and fair value of securities at June 30, 2016, 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
 
(in thousands)
 
Cost
 
 
Value
 
 
Cost
 
 
Value
 
Due in one year or less
  $125 
  $125 
  $4,011 
  $4,019 
Due after one year through five years
    - 
    - 
    6,023 
    6,040 
Due after five years
    - 
    - 
    862 
    879 
Total
  $125 
  $125 
  $10,896 
  $10.938 
 
 
12
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 2.                   Investment Securities, continued
 
There were no gains and losses on sales of securities in the second quarter of 2016 or 2015. 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 June 30, 2016 and December 31, 2015 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government sponsored Enterprises
  $6,000 
  $(8)
  $- 
  $- 
  $6,000 
  $(8)
Total
  $6,000 
  $(8)
  $- 
  $- 
  $6,000 
  $(8)
 
       
       
       
       
       
       
December 31, 2015
       
       
       
       
       
       
Government sponsored Enterprises
  $6,056 
  $(11)
  $- 
  $- 
  $6,056 
  $(11)
Total
  $6,056 
  $(11)
  $- 
  $- 
  $6,056 
  $(11)
 
Other investments, which consist of stock of correspondent banks and investments in low income housing projects, increased since December 31, 2015. This increase is due to FHLB stock purchases during the six months of 2016.
 
Note 3.                         Loans Held for Investment
 
 Loans outstanding at June 30, 2016 and December 31, 2015 are summarized as follows (in thousands):
 
 
 
2016
 
 
2015
 
Construction/Land Development
  $76,017 
  $69,759 
Farmland
    12,867 
    13,378 
Real Estate
    169,140 
    166,587 
Multi-Family
    6,607 
    7,559 
Commercial Real Estate
    134,172 
    128,032 
Home Equity – closed end
    11,093 
    9,135 
Home Equity – open end
    56,359 
    56,599 
Commercial & Industrial – Non-Real Estate
    29,186 
    27,954 
Consumer
    7,945 
    8,219 
Dealer Finance
    59,947 
    54,086 
Credit Cards
    2,666 
    2,745 
Total
  $565,999 
  $544,053 
 
 
13
 
 
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):
 
 
 
June 30, 2016
 
 
December 31, 2015
 
 
 
 
 
 
Unpaid
 
 
 
 
 
 
 
 
Unpaid
 
 
 
 
 
 
Recorded
 
 
Principal
 
 
Related
 
 
Recorded
 
 
Principal
 
 
Related
 
 
 
Investment
 
 
Balance
 
 
Allowance
 
 
Investment
 
 
Balance
 
 
Allowance
 
Impaired loans without a valuation allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Construction/Land Development
  $1,091 
  $1,091 
  $- 
  $1,361 
  $1,499 
  $- 
     Farmland
    - 
    - 
    - 
    - 
    - 
    - 
     Real Estate
    782 
    782 
    - 
    1,097 
    1,097 
    - 
     Multi-Family
    - 
    - 
    - 
    - 
    - 
    - 
     Commercial Real Estate
    - 
    - 
    - 
    307 
    307 
    - 
     Home Equity – closed end
    - 
    - 
    - 
    - 
    - 
    - 
     Home Equity – open end
    1,582 
    1,582 
    - 
    1,159 
    1,159 
    - 
     Commercial & Industrial – Non-Real Estate
    175 
    175 
    - 
    181 
    181 
    - 
     Consumer
    - 
    - 
    - 
    18 
    18 
    - 
     Credit cards
    - 
    - 
    - 
    - 
    - 
    - 
     Dealer Finance
    25 
    25 
    - 
    4 
    4 
    - 
 
    3,655 
    3,655 
       
    4,127 
    4,265 
       
 
       
       
       
       
       
       
Impaired loans with a valuation allowance
       
       
       
       
       
       
     Construction/Land Development
    10,022 
    10,022 
    1,775 
    11,534 
    11,534 
    2,373 
     Farmland
    - 
    - 
    - 
    - 
    - 
    - 
     Real Estate
    1,218 
    1,218 
    227 
    324 
    324 
    238 
     Multi-Family
    - 
    - 
    - 
    - 
    - 
    - 
     Commercial Real Estate
    961 
    961 
    63 
    890 
    890 
    18 
     Home Equity – closed end
    - 
    - 
    - 
    - 
    - 
    - 
     Home Equity – open end
    1,408 
    1,408 
    587 
    1,414 
    1,414 
    269 
     Commercial & Industrial – Non-Real Estate
    27 
    27 
    27 
    - 
    - 
    - 
     Consumer
    - 
    - 
    - 
    - 
    - 
    - 
     Credit cards
    - 
    - 
    - 
    - 
    - 
    - 
     Dealer Finance
    86 
    86 
    23 
    68 
    68 
    17 
 
    13,722 
    13,722 
    2,702 
    14,230 
    14,230 
    2,915 
 
       
       
       
       
       
       
Total impaired loans
  $17,377 
  $17,377 
  $2,702 
  $18,357 
  $18,495 
  $2,915 
 
The Recorded Investment is defined as the principal balance less principal payments and charge-offs.
 
 
14
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 3.                  Loans Held for Investment, continued
 
The following is a summary of the average investment and interest income recognized for impaired loans (in thousands):
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
 
 
Average Recorded
 
 
Interest Income
 
 
Average Recorded
 
 
Interest Income
 
 
Average Recorded
 
 
Interest Income
 
 
Average Recorded
 
 
Interest Income
 
 
 
Investment
 
 
Recognized
 
 
Investment
 
 
Recognized
 
 
Investment
 
 
Recognized
 
 
Investment
 
 
Recognized
 
Impaired loans without a valuation allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Construction/Land Development
  $1,164 
  $(7)
  $3,883 
  $43 
  $2,135 
  $17 
  $4,678 
  $92 
     Farmland
    - 
    - 
    - 
    - 
    - 
    - 
    - 
    - 
     Real Estate
    784 
    9 
    690 
    32 
    991 
    20 
    342 
    36 
     Multi-Family
    - 
    - 
    - 
    - 
    - 
    - 
    - 
    - 
     Commercial Real Estate
    203 
    - 
    1,142 
    17 
    434 
    2 
    1,445 
    30 
     Home Equity – closed end
    - 
    - 
    - 
    - 
    - 
    - 
    - 
    - 
     Home Equity – open end
    1,582 
    - 
    1,598 
    30 
    1,486 
    35 
    969 
    72 
     Commercial & Industrial – Non-Real Estate
    177 
    3 
    188 
    4 
    181 
    6 
    207 
    6 
     Consumer and credit cards
    9 
    - 
    - 
    - 
    11 
    - 
    - 
    - 
     Dealer Finance
    16 
    1 
    - 
    - 
    6 
    2 
    - 
    - 
 
    3,935 
    6 
    7,501 
    126 
    5,244 
    82 
    7,641 
    236 
Impaired loans with a valuation allowance:
       
       
       
       
       
       
       
       
     Construction/Land Development
    10,337 
    47 
    12,940 
    174 
  $11,478 
  $100 
    13,142 
  $191 
     Farmland
    - 
    - 
    - 
    - 
    - 
    - 
    - 
    - 
     Real Estate
    1,221 
    10 
    746 
    17 
    818 
    26 
    850 
    18 
     Multi-Family
    - 
    - 
    - 
    - 
    - 
    - 
    - 
    - 
     Commercial Real Estate
    965 
    14 
    888 
    2 
    919 
    28 
    952 
    2 
     Home Equity – closed end
    - 
    - 
    - 
    - 
    - 
    - 
    - 
    - 
     Home Equity – open end
    1,407 
    9 
    - 
    - 
    1,175 
    19 
    - 
    - 
     Commercial & Industrial – Non-Real Estate
    27 
    1 
    - 
    - 
    11 
    1 
    - 
    - 
     Consumer and credit card
    - 
    - 
    - 
    - 
    - 
    - 
    - 
    - 
     Dealer Finance
    82 
    1 
    62 
    1 
    59 
    3 
    25 
    3 
 
    14,039 
    82 
    14,636 
    116 
    14,460 
    177 
    14,969 
    214 
Total Impaired Loans
  $17,974 
  $88 
  $22,137 
  $242 
  $19,704 
  $259 
  $22,610 
  $450 
 
 
15
 
 
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:
 
June 30, 2016
 (in thousands)
 
12/31/15
Balance
 
 
Charge-offs
 
 
Recoveries
 
 
Provision
 
 
6/30/16 Balance
 
 
Individually Evaluated for Impairment
 
 
Collectively Evaluated for Impairment
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction/Land Development
  $4,442 
  $294 
  $1 
  $(767)
  $3,382 
  $1,775 
  $1,607 
Farmland
    95 
    - 
    - 
    (57)
    38 
    - 
    38 
Real Estate
    806 
    23 
    4 
    244 
    1,031 
    227 
    804 
Multi-Family
    71 
    - 
    - 
    (47)
    24 
    - 
    24 
Commercial Real Estate
    445 
    18 
    87 
    190 
    704 
    63 
    641 
Home Equity – closed end
    174 
    1 
    - 
    (6)
    167 
    - 
    167 
Home Equity – open end
    634 
    2 
    106 
    225 
    963 
    587 
    376 
 Commercial & Industrial – Non-Real Estate
    1,055 
    246 
    3 
    (19)
    793 
    27 
    766 
 Consumer
    108 
    6 
    12 
    16 
    130 
    - 
    130 
Dealer Finance
    836 
    385 
    57 
    256 
    764 
    23 
    741 
Credit Cards
    115 
    32 
    24 
    (35)
    72 
    - 
    72 
Total
  $8,781 
  $1,007 
  $294 
  $- 
  $8,068 
  $2,702 
  $5,366 
 
 
December 31, 2015
(in thousands)
 
12/31/14
 Balance
 
 
Charge-offs
 
 
Recoveries
 
 
Provision
 
 
12/31/15
Balance
 
 
Individually Evaluated for Impairment
 
 
Collectively Evaluated for Impairment
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction/Land Development
  $4,738 
  $156 
  $85 
  $(225)
  $4,442 
  $2,373 
  $2,069 
Farmland
    - 
    - 
    - 
    95 
    95 
    - 
    95 
Real Estate
    623 
    25 
    37 
    171 
    806 
    238 
    568 
Multi-Family
    - 
    - 
    - 
    71 
    71 
    - 
    71 
Commercial Real Estate
    126 
    - 
    65 
    254 
    445 
    18 
    427 
Home Equity – closed end
    188 
    26 
    6 
    6 
    174 
    - 
    174 
Home Equity – open end
    154 
    51 
    - 
    531 
    634 
    269 
    365 
 Commercial & Industrial – Non-Real Estate
    1,211 
    - 
    62 
    (218)
    1,055 
    - 
    1,055 
 Consumer
    214 
    32 
    32 
    (106)
    108 
    - 
    108 
Dealer Finance
    1,336 
    251 
    24 
    (273)
    836 
    17 
    819 
Credit Cards
    135 
    60 
    46 
    (6)
    115 
    - 
    115 
Total
  $8,725 
  $601 
  $357 
  $300 
  $8,781 
  $2,915 
  $5,866 
 
 
 
16
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.                    Allowance for Loan Losses, continued
 
Recorded Investment in Loan Receivables (in thousands)
 
June 30, 2016
 
Loan Receivable
 
 
Individually Evaluated for Impairment
 
 
Collectively Evaluated for Impairment
 
Construction/Land Development
  $76,017 
  $11,113 
  $64,904 
Farmland
    12,867 
    - 
    12,867 
Real Estate
    169,140 
    2,000 
    167,140 
Multi-Family
    6,607 
    - 
    6,607 
Commercial Real Estate
    134,172 
    961 
    133,211 
Home Equity – closed end
    11,093 
    - 
    11,093 
Home Equity –open end
    56,359 
    2,990 
    53,369 
Commercial & Industrial – Non-Real Estate
    29,186 
    202 
    28,984 
Consumer
    7,945 
    - 
    7,945 
Dealer Finance
    59,947 
    111 
    59,836 
Credit Cards
    2,666 
    - 
    2,666 
Total
  $565,999 
  $17,377 
  $548,622 
 
December 31, 2015
 
Loan Receivable
 
 
Individually Evaluated for Impairment
 
 
Collectively Evaluated for Impairment
 
Construction/Land Development
  $69,759 
  $12,895 
  $56,864 
Farmland
    13,378 
    - 
    13,378 
Real Estate
    166,587 
    1,421 
    165,167 
Multi-Family
    7,559 
    - 
    7,559 
Commercial Real Estate
    128,032 
    1,197 
    126,835 
Home Equity – closed end
    9,135 
    - 
    9,135 
Home Equity –open end
    56,599 
    2,573 
    54,026 
Commercial & Industrial – Non-Real Estate
    27,954 
    181 
    27,773 
Consumer
    8,219 
    18 
    8,201 
Dealer Finance
    54,086 
    72 
    54,013 
Credit Cards
    2,745 
    - 
    2,745 
Total
  $544,053 
  $18,357 
  $525,696 
 
Aging of Past Due Loans Receivable (in thousands) as of June 30, 2016
 
 
 
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
 
June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction/Land Development
  $50 
  $- 
  $- 
  $4,356 
  $4,406 
  $71,611 
  $76,017 
Farmland
    - 
    - 
    - 
    - 
    - 
    12,867 
    12,867 
Real Estate
    1,815 
    722 
    - 
    636 
    3,173 
    165,967 
    169,140 
Multi-Family
    - 
    - 
    - 
    - 
    - 
    6,607 
    6,607 
Commercial Real Estate
    168 
    - 
    - 
    - 
    168 
    134,004 
    134,172 
Home Equity – closed end
    10 
    - 
    - 
    3 
    13 
    11,080 
    11,093 
Home Equity – open end
    635 
    1,508 
    - 
    237 
    2,380 
    53,979 
    56,359 
Commercial & Industrial – Non- Real Estate
    131 
    6 
    - 
    81 
    218 
    28,968 
    29,186 
Consumer
    73 
    12 
    1 
    - 
    86 
    7,859 
    7,945 
Dealer Finance
    687 
    205 
    131 
    100 
    1,123 
    58,824 
    59,947 
Credit Card
    12 
    7 
    - 
    - 
    19 
    2,647 
    2,666 
Total
  $3,581 
  $2,460 
  $132 
  $5,413 
  $11,586 
  $554,413 
  $565,999 
 
 
17
 
 
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, 2015
 
 
 
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, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction/Land Development
  $104 
  $- 
  $- 
  $4,688 
  $4,792 
  $64,967 
  $69,759 
Farmland
    - 
    - 
    - 
    - 
    - 
    13,378 
    13,378 
Real Estate
    2,684 
    1,332 
    272 
    1,010 
    5,298 
    161,289 
    166,587 
Multi-Family
    - 
    - 
    - 
    - 
    - 
    7,559 
    7,559 
Commercial Real Estate
    340 
    241 
    - 
    - 
    581 
    127,451 
    128,032 
Home Equity – closed end
    41 
    7 
    - 
    - 
    48 
    9,087 
    9,135 
Home Equity – open end
    918 
    46 
    107 
    40 
    1,111 
    55,488 
    56,599 
Commercial & Industrial – Non- Real Estate
    114 
    3 
    25 
    109 
    251 
    27,703 
    27,954 
Consumer
    120 
    10 
    - 
    - 
    130 
    8,089 
    8,219 
Dealer Finance
    905 
    183 
    152 
    108 
    1,348 
    52,738 
    54,086 
Credit Cards
    10 
    13 
    15 
    - 
    38 
    2,707 
    2,745 
Total
  $5,236 
  $1,835 
  $571 
  $5,955 
  $13,597 
  $530,456 
  $544,053 
 
The following tables represent the corporate credit exposure by presenting the loan portfolio by the following credit quality indicators (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.
 
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.
 
 
18
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.                    Allowance for Loan Losses, continued
 
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.
 
CREDIT QUALITY INDICATORS (in thousands)
AS OF JUNE 30, 2016
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
  $- 
  $654 
  $11,682 
  $39,344 
  $11,622 
  $1,913 
  $10,802 
  $- 
  $76,017 
Farmland
    65 
    - 
    3,011 
    3,355 
    3,992 
    2,444 
    - 
    - 
    12,867 
Real Estate
    - 
    1,095 
    52,194 
    81,585 
    25,855 
    6,426 
    1,985 
    - 
    169,140 
Multi-Family
    - 
    352 
    3,082 
    2,982 
    191 
    - 
    - 
    - 
    6,607 
Commercial Real Estate
    - 
    1,911 
    26,049 
    76,480 
    23,451 
    3,490 
    2,791 
    - 
    134,172 
Home Equity – closed end
    - 
    - 
    3,502 
    4,119 
    2,026 
    1,443 
    3 
    - 
    11,093 
Home Equity – open end
    80 
    1,069 
    15,399 
    33,048 
    4,404 
    458 
    1,901 
    - 
    56,359 
Commercial & Industrial (Non-Real Estate)
    1,228 
    395 
    7,141 
    17,738 
    2,518 
    63 
    103 
    - 
    29,186 
Total
  $1,373 
  $5,476 
  $122,060 
  $258,651 
  $74,059 
  $16,237 
  $17,585 
  $- 
  $495,441 
 
       
       
       
       
       
       
       
       
       
 
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
 
 
 
Credit Cards
 
 
Consumer
 
Performing
  $2,666 
  $67,660 
Non performing
    - 
    232 
Total
  $2,666 
  $67,892 
 
 
19
 
 
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, 2015
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
  $- 
  $485 
  $8,410 
  $31,783 
  $14,260 
  $3,216 
  $11,605 
  $- 
  $69,759 
Farmland
    66 
    - 
    2,615 
    3,768 
    4,952 
    1,977 
    - 
    - 
    13,378 
Real Estate
    - 
    955 
    54,400 
    76,545 
    23,695 
    8,334 
    2,658 
    - 
    166,587 
Multi-Family
    - 
    391 
    3,925 
    3,046 
    197 
    - 
    - 
    - 
    7,559 
Commercial Real Estate
    - 
    2,087 
    25,889 
    74,337 
    20,271 
    4,149 
    1,299 
    - 
    128,032 
Home Equity – closed end
    - 
    - 
    3,549 
    3,792 
    1,661 
    114 
    19 
    - 
    9,135 
Home Equity – open end
    - 
    1,657 
    15,043 
    31,455 
    4,827 
    398 
    3,219 
    - 
    56,599 
Commercial & Industrial (Non-Real Estate)
    896 
    646 
    6,423 
    17,053 
    2,281 
    517 
    138 
    - 
    27,954 
Total
  $962 
  $6,221 
  $120,254 
  $241,779 
  $72,144 
  $18,705 
  $18,938 
  $- 
  $479,003 
 
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
 
 
 
Credit Cards
 
 
Consumer
 
Performing
  $2,730 
  $62,046 
Non performing
    15 
    259 
Total
  $2,745 
  $62,305 
 
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 will not make any contributions for the 2016 plan year. The following is a summary of net periodic pension costs for the three and six-month periods ended June 30, 2016 and 2015.
 
 
 
Six Months Ended
 
 
Three Months Ended
 
 
 
June 30, 2016
 
 
June 30, 2015
 
 
June 30, 2016
 
 
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
  $315,936 
  $324,167 
  $157,968 
  $162,084 
Interest cost
    226,448 
    205,472 
    113,224 
    102,736 
Expected return on plan assets
    (427,208)
    (419,409)
    (213,604)
    (209,705)
Amortization of net obligation at transition
    - 
       
       
       
Amortization of prior service cost
    (7,618)
    (7,618)
    (3,809)
    (3,809)
Amortization of net (gain) or loss
    111,572 
    90,321 
    55,786 
    45,161 
Net periodic pension cost
  $219,130 
  $192,933 
  $109,565 
  $96,467 
 
 
20
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
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.
 
Loans Held for Sale: Loans held for sale are short-term loans purchased at par for resale to investors at the par value of the loan.  These loans are generally repurchased within 15 days.  Because of the short-term nature and fixed repurchased price, the book value of these loans approximates fair value.
 
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.
 
 
21
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 6.                    Fair Value, continued
 
For level 3 assets and liabilities measured at fair value on a recurring basis or non-recurring basis as of June 30, 2016 and December 31, 2015 and significant unobservable inputs used in the fair value measurements were as follows (in thousands):
 
 
Fair Value at June 30, 2016
Valuation Technique
Significant Unobservable Inputs
Range
Impaired Loans
$ 11,020
Discounted appraised value
Discount for selling costs and age of appraisals
15%-55%
Other Real Estate Owned
$ 2,499
Discounted appraised value
Discount for selling costs and age of appraisals
15%-55%
 
 
Fair Value at December 31, 2015
Valuation Technique
Significant Unobservable Inputs
Range
Impaired Loans
$ 11,315
Discounted appraised value
Discount for selling costs and age of appraisals
15%-55%
Other Real Estate Owned
$ 2,128
Discounted appraised value
Discount for selling costs and age of appraisals
15%-55%
 
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.
 
June 30, 2016
 
Total
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
U. S. Treasuries
  $4,034 
  $- 
  $4,034 
  $- 
Government sponsored enterprises
    6,025 
    - 
    6,025 
    - 
Mortgage-backed obligations of federal agencies
    744 
    - 
    744 
    - 
Marketable Equities
    135 
    - 
    135 
    - 
Investment securities available for sale
  $10,938 
    - 
  $10,938 
    - 
 
       
       
       
       
Total assets at fair value
  $10,938 
  $- 
  $10,938 
  $- 
 
       
       
       
       
Total liabilities at fair value
  $- 
  $- 
  $- 
  $- 
 
       
       
       
       
Derivative financial instruments at fair value
  $15 
  $- 
  $15 
  $- 
 
 
December 31, 2015
 
Total
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
U. S. Treasuries
  $4,021 
  $- 
  $4,021 
  $- 
Government sponsored enterprises
    8,074 
    - 
    8,074 
    - 
Mortgage-backed obligations of federal agencies
    817 
    - 
    817 
    - 
Marketable Equities
    135 
    - 
    135 
    - 
Investment securities available for sale
    13,047 
    - 
    13,047 
    - 
 
       
       
       
       
Total assets at fair value
  $13,047 
  $- 
  $13,047 
  $- 
 
       
       
       
       
Total liabilities at fair value
  $- 
  $- 
  $- 
  $- 
 
       
       
       
       
Derivative financial instruments at fair value
  $15 
  $- 
  $15 
  $- 
 
 
22
 
 
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 (in thousands) on a non-recurring basis. The Company has determined that Other Real Estate Owned and Impaired Loans are Level 3.
June 30, 2016
 
Total
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
Other Real Estate Owned
  $2,499 
    - 
    - 
  $2,499 
 
       
    - 
    - 
       
     Construction/Land Development
    8,247 
    - 
    - 
    8,247 
     Farmland
    - 
    - 
    - 
    - 
     Real Estate
    991 
    - 
    - 
    991 
     Multi-Family
    - 
    - 
    - 
    - 
     Commercial Real Estate
    898 
    - 
    - 
    898 
     Home Equity – closed end
    - 
    - 
    - 
    - 
     Home Equity – open end
    821 
    - 
    - 
    821 
     Commercial & Industrial – Non-Real Estate
    - 
    - 
    - 
    - 
     Consumer
    - 
    - 
    - 
    - 
     Credit cards
    - 
    - 
    - 
    - 
     Dealer Finance
    63 
    - 
    - 
    63 
Impaired loans
    11,020 
    - 
    - 
    11,020 
 
       
       
       
       
Loans held for sale
    97,211 
    - 
    97,211 
    - 
 
       
       
       
       
Total assets at fair value
  $110,730 
  $- 
  $97,211 
  $13,519 
 
       
       
       
       
Total liabilities at fair value
  $- 
  $- 
  $- 
  $- 
 
December 31, 2015
 
Total
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
Other Real Estate Owned
  $2,128 
    - 
    - 
  $2,128 
 
       
    - 
    - 
       
     Construction/Land Development
    9,161 
    - 
    - 
    9,161 
     Farmland
    - 
    - 
    - 
    - 
     Real Estate
    85 
    - 
    - 
    85 
     Multi-Family
    - 
    - 
    - 
    - 
     Commercial Real Estate
    872 
    - 
    - 
    872 
     Home Equity – closed end
    - 
    - 
    - 
    - 
     Home Equity – open end
    1,145 
    - 
    - 
    1,145 
     Commercial & Industrial – Non-Real Estate
    - 
    - 
    - 
    - 
     Consumer
    - 
    - 
    - 
    - 
     Credit cards
    - 
    - 
    - 
    - 
     Dealer Finance
    52 
    - 
    - 
    52 
Impaired loans
    11,315 
    - 
    - 
    11,315 
 
       
       
       
       
Loans held for sale
    57,806 
    - 
    57,806 
    - 
 
       
       
       
       
Total assets at fair value
  $71,249 
    - 
  $57,806 
  $13,443 
 
       
       
       
       
Total liabilities at fair value
  $- 
  $- 
  $- 
  $- 
 
 
23
 
 
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 June 30, 2016 and December 31, 2015.
 
 
 
June 30, 2016
 
 
December 31, 2015
 
 
 
Estimated
 
 
Carrying
 
 
Estimated
 
 
Carrying
 
 
 
Fair Value
 
 
Value
 
 
Fair Value
 
 
Value
 
Financial Assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalants 
  $8,591 
  $8,591 
  $8,591 
  $8,591 
Loans
    576,242 
    565,999 
    555,762 
    544,053 
               Loans held for sale
    97,211 
    97,211 
    57,806 
    57,806 
               Interst receivable
       
       
       
       
               Investments
    24,951 
    24,909 
    25,329 
    25,324 
Financial Liabilities
    1,851 
    1,851 
    1,851 
    1,851 
Time deposits
    161,270 
    159,914 
    162,524 
    161,040 
               Short-term debt
    59,418 
    59,418 
    24,954 
    24,954 
Long-term debt
    66,891 
    66,196 
    48,565 
    48,161 
 
The carrying value of cash and cash equivalents, deposits with no stated maturities, 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 six months ended June 30, 2016, there were six loan modification 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.
 
 
 
Six Months ended June 30, 2016
 
 
 
 
 
 
Pre-Modification
 
 
Post-Modification
 
(in thousands)
 
 
 
 
Outstanding
 
 
Outstanding
 
 
 
Number of Contracts
 
 
Recorded Investment
 
 
Recorded Investment
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
Commercial
    1 
  $27 
  $27 
Real Estate
    2 
    143 
    143 
Consumer
    3 
    36 
    36 
Total
    6 
  $206 
  $206 
 
 
24
 
 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 8.                    Troubled Debt Restructuring, continued
 
During the quarter ended June 30, 2016, there were five loans modifications that were considered to be troubled debt restructurings.
 
 
Three Months ended June 30, 2016
 
 
 
 
 
 
Pre-Modification
 
 
Post-Modification
 
 
 
 
 
 
Outstanding
 
 
Outstanding
 
 
 
Number of Contracts
 
 
Recorded Investment
 
 
Recorded Investment
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
Commercial
    1 
  $27 
  $27 
Real Estate
    2 
    143 
    143 
Consumer
    2 
    19 
    19 
Total
    5 
  $189 
  $189 
 
At June 30, 2016, six loans that had been restructured in the previous 12 months, were in default or were on nonaccrual status. A restructured loan is considered in default when it becomes 90 days past due.
 
 
June 30, 2016
 
 
 
 
 
 
Pre-Modification
 
 
Post-Modification
 
 
 
 
 
 
Outstanding
 
 
Outstanding
 
 
 
Number of Contracts
 
 
Recorded Investment
 
 
Recorded Investment
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
Real Estate
    5 
  $1,528 
  $1,528 
Consumer
    1 
    16 
    16 
Total
    6 
  $1,544 
  $1,544 
 
During the six months ended June 30, 2015, there were eight 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.
 
 
Six Months ended June 30, 2015
 
 
 
 
 
 
Pre-Modification
 
 
Post-Modification
 
 
 
 
 
 
Outstanding
 
 
Outstanding
 
 
 
Number of Contracts
 
 
Recorded Investment
 
 
Recorded Investment
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
Real Estate
    4 
  $2,724 
  $2,724 
Consumer
    4 
    43 
    43 
Total
    8 
  $2,767 
  $2,767 
 
During the quarter ended June 30, 2015, there were five loan modifications that were considered to be troubled debt restructurings.
 
 
Three Months ended June 30, 2015
 
 
 
 
 
 
Pre-Modification
 
 
Post-Modification
 
 
 
 
 
 
Outstanding
 
 
Outstanding
 
 
 
Number of Contracts
 
 
Recorded Investment
 
 
Recorded Investment
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
Real Estate
    4 
  $2,724 
  $2,724 
Consumer
    1 
    6 
    6 
Total
    5 
  $2,730 
  $2,730 
 
At June 30, 2015, one real estate loan (outstanding recorded investment of $95,000) that had been restructured in the previous 12 months, was in default or was on nonaccrual status. A restructured loan is considered in default when it becomes 90 days past due.
 
 
25
 
 
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 eleven 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.
 
 
26
 
 
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 31 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 six months ended June 30, 2016 was $4,448,000 or $1.28 per share, compared to $4,047,000 or $1.15 in the same period in 2015, an increase of 9.91%. During the six months ended June 30, 2016, noninterest income decreased 10.94% and noninterest expense increased 7.05% during the same period. Net income from Bank operations adjusted for income from Parent activities is as follows:
 
In thousands
 
2016
 
 
2015
 
 
 
 
 
 
 
 
Net Income from Bank Operations
  $4,366 
  $3,912 
Income from Parent Company Activities
    82 
    135 
Net Income for the six months ended June 30
  $4,448 
  $4,047 
 
During the three months ended June 30, 2016, net income was $2,231,000 or $.68 per share, compared to $2,049,000 or $.62 in the same period in 2015, an increase of 9.01%. In the three months ended June 30, 3016, noninterest income decreased .40% and noninterest expense increased 6.14%.
 
 
27
 
 
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 36, the 2016 year to date tax equivalent net interest income increased $888,000 or 6.80% compared to the same period in 2015. The tax equivalent adjustment to net interest income totaled $65,000 for the six months. The yield on earning assets decreased .02%, while the cost of funds increased .09% compared to the same period in 2015.
 
The three months ended June 30, 2016 tax equivalent net interest income increased $395,000 or 5.89% compared to the same period in 2015. The tax equivalent adjustment to net interest income totaled $33,000 for the three months.
 
The combination of the decrease in yield on assets and the increase in cost of funds for the three and six month periods coupled with changes in balance sheet leverage has resulted in the net interest margin decreasing to 4.39%, a decrease of 7 basis points year to date when compared to the same period in 2015. The quarter to date net interest margin of 4.37% is a 9 basis points decrease from the sale period in 2015. A schedule of the net interest margin for the three and six month periods ended June 30, 2016 and 2015 can be found in Table I on page 37.
 
The Interest Sensitivity Analysis contained in Table II on page 37 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 44.97% of rate sensitive assets and 35.42% of rate sensitive liabilities are subject to repricing within one year. Due to the relatively flat yield curve, management has kept deposit rates low. The growth in earning assets and the growth in noninterest bearing accounts has resulted in the decrease in the positive GAP position in the one year time period.
 
Noninterest income decreased $207,000 or 10.90% for the six month period ended June 30, 2016. The decrease is primarily due to a decrease in Farmers and Merchants Financial Services income, a decrease in rental and merchant services income. The noninterest income for the three months ended June 30, 2016 decreased $4,000 or .40% over the same period in 2015.
 
Noninterest expense increased $626,000 for the six month period ended June 30, 2016 as compared to 2015. Expense increased in the areas of salaries and benefits (additions to staff at new branches), pension, and data processing. The noninterest expense for the three months ended June 30, 2016 increased $276,000 over the same period in 2015. As stated in the most recently available (June 30, 2016) Uniform Bank Performance Report, the Company’s and peer’s noninterest expenses averaged 2.78% and 2.84% 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.
 
 
28
 
 
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 decreased since year end due to the growth in Loans Held for Sale.
 
Securities
 
The Company’s securities portfolio serves several purposes. Portions of the portfolio are held to assist the Company with 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 June 30, 2016, the market value of securities available for sale exceeded their cost by $42,000. The portfolio is made up of primarily agency securities with an average portfolio life of just over three years. This short average life results in less portfolio volatility and positions the Bank to redeploy assets in response to rising rates. There are $4,000,000 in securities that will mature in 2016 and $2,000,000 that are callable.
 
In reviewing investments as of June 30, 2016, 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 Company has loan concentrations within the portfolio in construction and development lending as well as hotel/motel lending. Management and the Board of Directors review this concentration and other potential areas of concentration quarterly.
 
 
29
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 
Loans Held for Investment of $565,999,000 increased $21.9 million at June 30, 2016 compared to December 31, 2015. Construction and land development increased $6.2 million, dealer finance portfolio increased $5.9 million and the real estate portfolio increased $2.6 million. Increases in other loan categories totaled $1.1 million with decreases in farmland, multifamily, consumer and credit cards.
 
Loans Held for Sale totaled $97,211,000 at June 30, 2016, an increase of $39,405,000 compared to December 31, 2015. Secondary market loan originations have been very strong for both VBS Mortgage and Northpointe Bank during the first six months of 2016.
 
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 $5,545,000 at June 30, 2016 compared to $6,526,000 at December 31, 2015. 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 June 30, 2016, the Company holds $2,499,000 of real estate which was acquired through foreclosure. This is an increase of $371,000 compared to December 31, 2015.
 
The following is a summary of information pertaining to risk elements and nonperforming loans (in thousands):
 
 
 
June 30, 2016
 
 
December 31, 2015
 
 
 
 
 
 
 
 
Nonaccrual Loans
 
 
 
 
 
 
     Real Estate
  $4,992 
  $5,698 
     Commercial
    81 
    109 
     Home Equity
    240 
    40 
     Other
    100 
    108 
 
    5,413 
    5,955 
 
       
       
Loans past due 90 days or more (excluding nonaccrual)
       
       
     Real Estate
    - 
    272 
     Commercial
    - 
    25 
     Home Equity
    - 
    107 
     Other
    132 
    167 
 
    132 
    571 
 
       
       
Total Nonperforming loans
  $5 545 
  $6,526 
 
       
       
Restructured Loans current and performing:
       
       
      Real Estate
    8,369 
    8,713 
      Commercial
    1,164 
    1,463 
      Home Equity
    - 
    1,414 
       Other
    95 
    91 
 
       
       
Nonperforming loans as a percentage of loans held for investment
    .98%
    1.20%
 
       
       
Net Charge Offs to total loans held for investment
    .13%
    .04%
 
       
       
Allowance for loan and lease losses to nonperforming loans
    145.50%
    134.55%
 
 
30
 
 
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, unimpaired/nonclassified loans and classified loans. Loans with identified potential losses include examiner and bank classified loans. Relationships rated substandard and 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.
 
Classified loans are segmented by call report code, past due status and risk rating. Loss rates are assigned based on actual loss experience over the last five years, calculated quarterly and multiplied by a risk factor. Each classified loan segment is given an appropriate factor.
 
Loans that are unimpaired/nonclassified are categorized by call report code and an estimate is calculated based on actual loss experience over the last five years. Dealer finance loans utilize a loss rate based on the highest loss in the last five years due the growth in the portfolio and the age of the division. Six environmental factors are used to reflect other changes in the collectability of the portfolio not captured by the historical loss date (loan growth, unemployment, interest rates, changes in underwriting practices, local real estate industry conditions, and experience of lending staff). The Board approves the loan loss provision for each quarter based on this evaluation.
 
The allowance for loan losses of $8,068,000 at June 30, 2016 is equal to 1.43% of loans held for investment. This compares to an allowance of $8,781,000 (1.61%) at December 31, 2015. Based on the evaluation of the loan portfolio described above, management has not funded the allowance in the first six months of 2016. Net charge-offs year to date totaled $713,000.
 
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.
 
 
31
 
 
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 $10,041,000 since December 31, 2015. Time deposits decreased $1,126,000 during this period while demand deposits and savings deposits increased $11,167,000. The increase in deposits can be attributed to growth in the new branches 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 $1.7 million in CDARS funding, which is a decrease of $3.8 million from December 31, 2015.
 
Short-term borrowings
 
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 June 30, 2016 there were $50,000,000 in FHLB short-term borrowings, federal funds purchased totaled $7,310,000 and commercial repurchase agreements totaled $2,108,000. This compared to FHLB short-term borrowings of $20,000,000, federal funds purchased of $959,000 and commercial repurchase agreements of $3,995,000 at December 31, 2015.
 
Long-term borrowings
 
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 $1,965,000 of scheduled repayments and $20,000,000 in additional borrowings during the quarter ended June 30, 2016.
 
Capital
 
The Company seeks to maintain a strong capital base to expand facilities, promote public confidence, support current operations and grow at a manageable level.
 
At June 30, 2016, Company’s total risk based capital and leverage ratios were 14.50% and 11.91%, respectively, as compared to year end of 15.38% and 12.18%, respectively. For the same period, Bank-only total risk based capital and leverage ratios were 14.20% and 11.64%, respectively, as compared to year end of 15.24% and 12.06%, respectively. Both the Company and the Bank are reporting common equity tier 1 capital ratios of 11.74% and 12.95%, respectively as compared to year end of 12.46% and 13.99%. The Bank also reported a Capital conservation buffer of 6.20% as of June 30, 2016. For both the Company and the Bank these ratios are in excess of regulatory minimums to be considered “well capitalized”.
 
 
32
 
 
Item 2. 
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 
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. 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 (FHLB) that allows for secured borrowings.
 
The following table presents the available and outstanding balances of the Company’s lines of credit:
 
 
 
June 30, 2016
 
 
 
Available
 
 
Outstanding
 
 
 
Balance
 
 
Balance
 
 
 
(in thousands)
 
Federal Funds Line - Community Bankers Bank
  $15,000 
  $7,310 
Federal Funds Line - Zions Bank
    11,000 
    - 
 
  $26,000 
  $7,310 
 
The following table presents the borrowing capacity with the FHLB from pledged loans as of June 30, 2016:
 
 
June 30, 2016
 
 
 
(in thousands)
 
Borrowing capacity
  $141,066 
Outstanding borrowings
    116,196 
Total credit available
  $24,870 
 
The outstanding borrowings includes $50 million in short term borrowings that directly support the loans held for sale.
 
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 June 30, 2016, the Company had a cumulative Gap Rate Sensitivity Ratio of 18.91% 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 37.
 
 
33
 
 
Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 
Effect of Newly Issued Accounting Standards
 
In January 2015, the FASB issued guidance to eliminate from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under the new guidance, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The amendments were effective for the Company on January 1, 2016, and did not have a material effect on its financial statements.
 
In February 2015, the FASB issued guidance which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. The amendments were expected to result in the deconsolidation of many entities. The amendments were effective for the Company on January 1, 2016. The adoption of these amendments did not have a material effect on the Company’s financial statements. 
 
In April 2015, the FASB issued guidance which provides a practical expedient that permits the Company to measure defined benefit plan assets and obligations using the month-end that is closest to the Company’s fiscal year-end. The amendments were effective for the Company on January 1, 2016. The Company’s adoption of these amendments did not have a material effect on its financial statements.
 
In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
 
In August 2015, the FASB issued amendments to the Interest topic of the Accounting Standards Codification to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements
 
In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods with early adoption permitted as of the beginning of an interim or annual reporting period. The Company will apply the guidance prospectively. The Company does not expect these amendments to have a material effect on its financial statements.
 
In January 2016, the FASB amended the Financial Instruments topic of the Accounting Standards Codification to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for [fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. The Company does not expect these amendments to have a material effect on its financial statements.
 
In February 2016, the FASB issued new guidance on accounting for leases, which generally requires all leases to be recognized in the statement of financial position. The provisions of this guidance are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. These provisions are to be applied using a modified retrospective approach. The Company is evaluating the effect that this new guidance will have on our consolidated financial statements, but does not expect it will have a material effect on its financial statements.
 
 
34
 
 
Item 2. 
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 
Effect of Newly Issued Accounting Standards, continued
 
In March 2016, the FASB amended the Liabilities topic of the Accounting Standards Codification to address the current and potential future diversity in practice related to the derecognition of a prepaid stored-value product liability. The amendments will be effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance using a modified retrospective transition method by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective to each period presented. The Company does not expect these amendments to have a material effect on its financial statements.
 
 
In March 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
 
In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments will be effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not expect these amendments to have a material effect on its financial statements.
 
In April 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the guidance related to identifying performance obligations and accounting for licenses of intellectual property. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
 
In May 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
 
In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.
 
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
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).
 
35
 
TABLE I
F & M BANK CORP.
Net Interest Margin Analysis
(on a fully taxable equivalent basis)
(Dollar Amounts in Thousands)
 
 
 
Six Months Ended
 
 
Six Months Ended
 
 
Three Months Ended
 
 
Three Months Ended
 
 
 
June 30, 2016
 
 
June 30, 2015
 
 
June 30, 2016
 
 
June 30, 2015
 
Average
 
 
 
 
Income/
 
 
Average
 
 
 
 
 
Income/
 
 
Average
 
 
 
 
 
Income/
 
 
Average
 
 
 
 
 
Income/
 
 
Average
 
 
 
Balance2,4
 
 
Expense
 
 
Rates
 
 
Balance2,4
 
 
Expense
 
 
Rates5
 
 
Balance2,4
 
 
Expense
 
 
Rates
 
 
Balance2,4
 
 
Expense
 
 
Rates5
 
Interest income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Loans held for investment1,2
  $555,532 
  $14,587 
    5.28%
  $525,392 
  $13,792 
    5.29%
  $560,509 
  $7,370 
    5.27%
  $530,361 
  $6,989 
    5.29%
     Loans held for sale
    59,210 
    890 
    3.02%
    38,530 
    513 
    2.68%
    68,511 
    518 
    3.03%
    47,579 
    321 
    2.71%
     Federal funds sold
    5,159 
    12 
    .47%
    7,267 
    8 
    .22%
    4,070 
    5 
    .49%
    5,806 
    3 
    .21%
     Interest bearing deposits
    872 
    2 
    .46%
    1,329 
    - 
    - 
    851 
    1 
    .47%
    689 
    - 
    - 
     Investments
       
       
       
       
       
       
       
       
       
       
       
       
Taxable 3
    17,798 
    139 
    1.57%
    17,555 
    136 
    1.56%
    17,434 
    70 
    1.61%
    18,090 
    93 
    2.06%
Partially taxable
    125 
    - 
    - 
    125 
    - 
    - 
    125 
    - 
    - 
    125 
    - 
    - 
     Total earning assets
  $638,696 
  $15,630 
    4.92%
  $590,198 
  $14,449 
    4.94%
  $651,500 
  $7,964 
    4.90%
  $602,650 
  $7,406 
    4.93%
Interest Expense
       
       
       
       
       
       
       
       
       
       
       
       
     Demand deposits
    109,842 
    245 
    .45%
    119,914 
    314 
    .53%
    112,131 
    126 
    .45%
    117,483 
    157 
    .54%
     Savings
    95,299 
    208 
    .44%
    68,053 
    70 
    .21%
    97,741 
    108 
    .44%
    69,756 
    37 
    .21%
     Time deposits
    162,265 
    695 
    .86%
    176,659 
    717 
    .81%
    162,894 
    356 
    .87%
    170,122 
    353 
    .83%
     Short-term debt
    36,133 
    26 
    .14%
    32,569 
    30 
    .19%
    42,941 
    8 
    .07%
    45,012 
    19 
    .17%
     Long-term debt
    47,497 
    501 
    2.12%
    23,335 
    252 
    2.18%
    47,546 
    263 
    2.22%
    24,387 
    132 
    2.17%
     Total interest bearing liabilities
  $451,036 
  $1,676 
    .75%
  $420,530 
  $1,383 
    .66%
  $463,253 
  $862 
    .75%
  $426,760 
  $698 
    .66%
 
       
       
       
       
       
       
       
       
       
       
       
       
Tax equivalent net interest income 1
       
  $13,954 
       
       
  $13,066 
       
       
  $7,102 
       
       
  $6,708 
       
 
       
       
       
       
       
       
       
       
       
       
       
       
Net interest margin
       
       
    4.39%
       
       
    4.46%
       
       
    4.37%
       
       
    4.46%
 
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.
 
 
36
 
TABLE II
 
F & M BANK CORP.
Interest Sensitivity Analysis
 
June 30, 2016
(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
  $21,823 
  $27,382 
  $115,420 
  $18,207 
  $- 
  $182,832 
Installment
    3,820 
    1,290 
    49,756 
    13,026 
    - 
    67,892 
Real estate loans for investments
    93,407 
    50,886 
    156,057 
    12,259 
    - 
    312,609 
Loans held for sale
    97,211 
    - 
    - 
    - 
    - 
    97,211 
Credit cards
    2,666 
    - 
    - 
    - 
    - 
    2,666 
Interest bearing bank deposits
    1,275 
    - 
    - 
    - 
    - 
    1,275 
Investment securities
    4,019 
    - 
    6,165 
    744 
    135 
    11,063 
Total
  $224,221 
  $79,558 
  $327,398 
  $44,236 
  $135 
  $675,548 
 
       
       
       
       
       
       
Sources of funds
       
       
       
       
       
       
Interest bearing demand deposits
  $- 
  $30,786 
  $64,115 
  $16,665 
  $- 
  $111,566 
Savings deposits
    - 
    19,948 
    59,842 
    19,947 
    - 
    99,737 
Certificates of deposit $100,000 and over
    3,378 
    11,440 
    35,201 
    - 
    - 
    50,019 
Other certificates of deposit
    18,685 
    27,916 
    63,294 
    - 
    - 
    109,895 
Short-term borrowings
    59,418 
    - 
    - 
    - 
    - 
    59,418 
Long-term borrowings
    1,107 
    3,322 
    39,714 
    22,053 
    - 
    66,196 
Total
  $82,588 
  $93,412 
  $262,166 
  $58,665 
  $- 
  $496,831 
 
       
       
       
       
       
       
Discrete Gap
  $141,633 
  $(13,854)
  $65,232 
  $(14,429)
  $135 
  $178,717 
 
       
       
       
       
       
       
Cumulative Gap
  $141,633 
  $127,779 
  $193,011 
  $178,582 
  $178,717 
       
 
       
       
       
       
       
       
Ratio of Cumulative Gap to Total Earning Assets
    20.97%
    18.91%
    28.57%
    26.44%
    26.46%
       
 
Table II reflects the earlier of the maturity or repricing dates for various assets and liabilities as of June 30, 2016. 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.
 
 
37
 
 
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.
 
 
38
 
 
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, 2015.
 
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
 
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
 
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
 
32 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 10Q for the period ended June 30, 2016, 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).
 
 
39
 
 
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.
 
 
 
 
 
 
By:  
/s/  Dean W. Withers
 
 
 
Dean W. Withers 
 
 
 
President and Chief Executive Officer 
 
 
 
 
 
 
 
 
By:  
/s/  Carrie A. Comer
 
 
 
Carrie A. Comer 
 
 
 
Senior Vice President and Chief Financial Officer 
 
 
August 15, 2016
 
 
 
40
 
 
Exhibit Index:
 
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
 
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
 
32 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 10Q for the period ended June 30, 2016, 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).
 
 
 
 
41