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

fmbm_10q.htm


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

FORM 10-Q

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

For the quarterly period ended March 31, 2016.

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

Commission File Number:    000-13273
 
F & M BANK CORP.
 
Virginia   54-1280811
(State or Other Jurisdiction of 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 þ No o

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

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

State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
Class   Outstanding at May 12, 2015
Common Stock, par value - $5   3,285,691 shares
 


 
 
 
 
 
F & M BANK CORP.

Index
 
  Page
Part I   Financial Information
3
       
 
Item 1.
Financial Statements
3
       
   
Consolidated Statements of Income – Three Months Ended March 31, 2016 and 2015
3
       
    Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2016 and 2015 4
     
   
Consolidated Balance Sheets – March 31, 2016 and December 31, 2015
5
       
   
Consolidated Statements of Cash Flows – Three Months Ended March 31, 2016 and 2015
6
       
   
Consolidated Statements of Changes in Stockholders’ Equity – Three Months Ended March 31, 2016 and 2015
7
       
   
Notes to Consolidated Financial Statements
8
       
  Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
       
 
Item 4.
Controls and Procedures
36
       
Part II   Other Information
37
       
 
Item 1.
Legal Proceedings
37
       
 
Item 1a.
Risk Factors
37
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
37
       
 
Item 3.
Defaults Upon Senior Securities
37
       
 
Item 4.
Mine Safety Disclosures
37
       
 
Item 5.
Other Information
37
       
 
Item 6.
Exhibits
37
       
Signatures 38
       
Certifications  
 
 
2

 
 
Part I Financial Information
Item 1 Financial Statements

F & M BANK CORP.
Consolidated Statements of Income
(In Thousands of Dollars Except per Share Amounts)
(Unaudited)
 
   
Three Months Ended
 
   
March 31,
 
Interest income
 
2016
   
2015
 
Interest and fees on loans held for investment
  $ 7,185     $ 6,772  
Interest and fees on loans held for sale
    372       191  
Interest on federal funds sold and bank deposits
    8       5  
Interest on debt securities
    69       43  
Total interest income
    7,634       7,011  
                 
Interest expense
               
Interest on demand deposits
    119       157  
Interest on savings accounts
    100       33  
Interest on time deposits over $100,000
    119       123  
Interest on other time deposits
    220       241  
Total interest on deposits
    558       554  
Interest on borrowed funds
    256       131  
Total interest expense
    814       685  
                 
Net interest income
    6,820       6,326  
                 
Provision for loan losses
    -       300  
Net interest income after provision for loan losses
    6,820       6,026  
                 
Noninterest income
               
Service charges on deposit accounts
    234       226  
Insurance and other commissions
    100       235  
Other operating income
    429       323  
Income on bank owned life insurance
    119       118  
        Low income housing partnership losses
    (183 )     (157 )
Total noninterest income
    699       745  
                 
Noninterest expense
               
Salaries
    2,083       1,818  
Employee benefits
    697       624  
Occupancy expense
    188       178  
Equipment expense
    184       163  
FDIC insurance assessment
    113       192  
Other
    1,467       1,407  
Total noninterest expense
    4,732       4,382  
                 
Income before income taxes
    2,787       2,389  
Income tax expense
    693       492  
Consolidated net income – F & M Bank Corp.
    2,094       1,897  
        Net income - Noncontrolling interest income
    4       26  
Net Income – F & M Bank Corp
  $ 2,090     $ 1,871  
        Dividends paid on preferred stock
    128       128  
Net income available to common stockholders
  $ 1,962     $ 1,743  
                 
Per share data
               
Net income – basic
  $ .60     $ .53  
Net income – diluted
    .56       .50  
Cash dividends
  $ .19     $ .18  
Weighted average common shares outstanding – basic
    3,285,373       3,292,646  
Weighted average common shares outstanding – diluted
    3,729,674       3,737,046  
 
See notes to unaudited consolidated financial statements
 
 
3

 
 
F & M BANK CORP.
Consolidated Statements of Comprehensive Income
(In Thousands of Dollars)
(Unaudited)
 
   
Three Months Ended
 
   
March 31,
 
   
2016
   
2015
 
Net Income:
           
    Net Income – F & M Bank Corp
  $ 2,090     $ 1,871  
    Net Income attributable to noncontrolling interest
    4       26  
Total Net Income:
    2,094       1,897  
                 
Unrealized holding gains on available-for-sale securities:
    30       24  
    Tax Expense
    (10 )     ( 8 )
    Unrealized holding gain, net of tax
    20       16  
Total other comprehensive income
    20       16  
                 
Comprehensive income
  $ 2,114     $ 1,913  
 
See notes to unaudited consolidated financial statements
 
 
4

 
 
F & M BANK CORP.
Consolidated Balance Sheets
(In Thousands of Dollars Except per Share Amounts)
 
   
March 31,
   
December 31,
 
   
2016
   
2015
 
   
(Unaudited)
   
(Audited)
 
Assets
           
Cash and due from banks
  $ 6,587     $ 6,923  
Money market funds
    1,301       1,596  
Cash and cash equivalents
    7,888       8,519  
Securities:
               
Held to maturity – fair value of $125 in 2016 and 2015
    125       125  
Available for sale
    13,011       13,047  
Other investments
    12,752       12,157  
Loans held for sale
    66,468       57,806  
Loans held for investment
    556,894       544,053  
Less: allowance for loan losses
    (8,740 )     (8,781 )
Net loans held for investment
    548,154       535,272  
                 
Other real estate owned
    2,450       2,128  
Bank premises and equipment, net
    8,234       7,542  
Interest receivable
    1,714       1,709  
Goodwill
    2,670       2,670  
Bank owned life insurance
    13,162       13,046  
Deferred tax asset
    1,506          
Other assets
    9,489       11,336  
Total assets
  $ 687,623     $ 665,357  
                 
Liabilities
               
Deposits:
               
Noninterest bearing
  $ 130,066     $ 134,787  
Interest bearing:
               
Demand
    81,970       81,492  
Money market accounts
    26,376       26,968  
Savings
    95,776       90,383  
Time deposits over $100,000
    53,902       53,625  
All other time deposits
    107,612       107,415  
Total deposits
    495,702       494,670  
                 
Short-term borrowings
    46,210       24,954  
Accrued liabilities
    14,298       14,622  
Long-term borrowings
    47,179       48,161  
Total liabilities
    603,389       582,407  
                 
Stockholders’ Equity
               
                 
Preferred Stock $5 par value, 400,000 shares authorized, issued and outstanding for March 31, 2016 and December 31, 2015, respectively
    9,425       9,425  
Common stock, $5 par value, 6,000,000 shares authorized, 3,285,538 and 3,293,909 shares issued and outstanding for March 31, 2016 and December 31, 2015, respectively
    16,428       16,427  
Additional paid in capital – common stock
    11,150       11,149  
Retained earnings
    49,392       48,056  
Noncontrolling interest
    499       573  
Accumulated other comprehensive loss
    (2,660 )     (2,680 )
Total stockholders’ equity
    84,234       82,950  
Total liabilities and stockholders’ equity
  $ 687,623     $ 665,357  
 
See notes to unaudited consolidated financial statements
 
 
5

 
 
F & M BANK CORP.
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
(Unaudited)
 
   
Three Months Ended March 31,
 
   
2016
   
2015
 
Cash flows from operating activities
           
Net income
  $ 2,090     $ 1,871  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation
    204       172  
Amortization of security premiums, net
    38       37  
Origination of loans held for sale originated
    (14,697 )     (16,849 )
Sale of loans held for sale
    15,831       13,306  
Provision for loan losses
    -       300  
Decrease (increase) in interest receivable
    (6 )     53  
Decrease (increase) in other assets
    551       (258 )
Increase in accrued expenses
    (614 )     932  
Amortization of limited partnership investments
    183       157  
Income from life insurance investment
    (119 )     (118 )
Loss on Other Real Estate Owned
    1       232  
Net adjustments
    1,372       (2,036 )
Net cash provided by (used in) operating activities
    3,462       (165 )
                 
Cash flows from investing activities
               
Purchase of investments available for sale
    (2,790 )     (6,324 )
Proceeds from maturity of investments available for sale
    2,040       4,045  
Net increase in loans held for investment
    (9,797 )     (8,308 )
Net increase in loans held for sale participations
    (13,329 )     (42,300 )
Proceeds from the sale of other real estate owned
    124       279  
Purchase of property and equipment
    (896 )     (558 )
Net cash used in investing activities
    (24,648 )     (53,166 )
                 
Cash flows from financing activities
               
Net change in demand and savings deposits
    559       11,676  
Net change in time deposits
    474       (19,753 )
Net change in short-term debt
    21,256       31,405  
Cash dividends paid
    (754 )     (593 )
Proceeds from issuance of common stock
    33       42  
Proceeds from issuance of long-term debt
    -       15,000  
        Repurchase of common stock
    (31 )     -  
Repayment of long-term debt
    (982 )     (125 )
Net cash provided by financing activities
    20,555       37,652  
                 
Net decrease in Cash and Cash Equivalents
    (631 )     (15,679 )
Cash and cash equivalents, beginning of period
    8,519       23,203  
Cash and cash equivalents, end of period
  $ 7,888     $ 7,524  
Supplemental disclosure
               
Cash paid for:
               
Interest expense
  $ 800     $ 701  
Transfer from loans to other real estate owned
    442       -  
Noncash exchange of other real estate owned
    -       (227 )
 
See notes to unaudited consolidated financial statements
 
 
6

 
 
F & M BANK CORP.
Consolidated Statements of Changes in Stockholders’ Equity
(In Thousands of Dollars)
(Unaudited)
 
   
Three Months Ended
 
   
March 31,
 
   
2016
   
2015
 
             
Balance, beginning of period
  $ 82,950     $ 77,798  
                 
Comprehensive income
               
Net income – F & M Bank Corp
    2,090       1,871  
Net income attributable to noncontrolling interest
    4       26  
Other comprehensive income
    20       16  
Total comprehensive income
    2,114       1,913  
                 
Minority interest capital distributions
    (77 )     (18 )
Issuance of common stock
    33       42  
Repurchase of common stock
    (32 )        
Dividends paid
    (754 )     (593 )
Balance, end of period
  $ 84,234     $ 79,142  
 
See notes to unaudited consolidated financial statements
 
 
7

 
 
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 March 31, 2016 and the results of operations for the quarters ended March 31, 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.

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

Comprehensive Income

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

Subsequent Events

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

Loans Held for Investment

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

Loans Held for Sale

                These loans consist of fixed rate loans made through its subsidiary, VBS Mortgage and loans purchased from Northpointe Bank, Grand Rapids, MI.
 
Allowance for Loan Losses

The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance that management considers adequate to absorb potential losses in the portfolio.  Loans are charged against the allowance when management believes the collectability of the principal is unlikely.  Recoveries of amounts previously charged-off are credited to the allowance. Management’s determination of the adequacy of the allowance is based on an evaluation of the composition of the loan portfolio, the value and adequacy of collateral, current economic conditions, historical loan loss experience, and other risk factors.  Management believes that the allowance for loan losses is adequate.  While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, particularly those affecting real estate values.  In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses.  Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
 
 
8

 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
Note 1.    Summary of Significant Accounting Policies, continued

Allowance for Loan Losses, continued

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

Nonaccrual Loans

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

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 quarter ended
 
   
March 31,
2016
   
March 31,
2015
 
Earnings available to common stockholders:
           
Net income
  $ 2,093,314     $ 1,896,220  
Minority interest
  $ 3,763     $ 25,669  
Preferred stock dividends
    127,500       127,500  
Net income available to common stockholders
  $ 1,962,051     $ 1,743,051  

 
 
9

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

Earnings per Share, continued

The following table shows the effect of dilutive preferred stock conversion on the Company's earnings per share for the periods indicated:

   
Quarter ended
 
   
3/31/2016
   
3/31/2015
 
   
Income
   
Shares
   
Per Share Amounts
   
Income
   
Shares
   
Per Share Amounts
 
Basic EPS
  $ 1,962,051       3,285,274     $ 0.60     $ 1,743,051       3,292,646     $ 0.53  
Effect of Dilutive Securities:
                                               
     Convertible Preferred Stock
    127,500       (444,400 )     (0.03 )     127,500       (444,400 )     (0.03 )
Diluted EPS
  $ 2,089,551       3,729,674     $ 0.56     $ 1,870,551       3,737,046     $ 0.50  

Note 2.    Investment Securities
 
Investment securities available for sale are carried in the consolidated balance sheets at their approximate market value, amortized cost and unrealized gains and losses at March 31, 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 March 31, 2016 and December 31, 2015 are as follows:
 
   
2016
   
2015
 
         
Market
         
Market
 
   
Cost
   
Value
   
Cost
   
Value
 
                         
Securities held to maturity
                       
U. S. Treasury and agency obligations
  $ 125     $ 125     $  125     $ 125  
Total
  $ 125     $ 125     $  125     $ 125  
 
   
March 31, 2016
 
           
Unrealized
   
Market
 
   
Cost
   
Gains
   
Losses
   
Value
 
Securities available for sale
                               
U. S. Treasuries
  $ 4,013     $ 17     $ -     $ 4,030  
Government sponsored enterprises
    8,059       4       1       8,062  
Mortgage-backed securities
    769       15       -       784  
Marketable equities
    135       -       -       135  
Total
  $ 12,976     $ 36     $ 1     $ 13,011  
 
   
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  
 
 
10

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

The amortized cost and fair value of securities at March 31, 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
 
   
Cost
   
Value
   
Cost
   
Value
 
Due in one year or less
  $ 125     $ 125     $ 4,045     $ 4,050  
Due after one year through five years
    -       -       8,027       8,042  
Due after five years
    -       -       904       919  
Total
  $ 125     $ 125     $ 12,976     $ 13,011  

There were no gains and losses on sales of securities in the first 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 March 31, 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
 
                                     
March 31, 2016
                                   
Government sponsored Enterprises
  $ 2,000     $ (1 )   $ -     $ -     $ 2,000     $ (1 )
Total
  $ 2,000     $ (1 )   $ -     $ -     $ 2,000     $ (1 )
                                                 
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 first quarter.

Note 3.                        Loans Held for Investment
 
Loans outstanding at March 31, 2016 and December 31, 2015 are summarized as follows:
 
   
2016
   
2015
 
Construction/Land Development
  $ 74,760     $ 69,759  
Farmland
    13,068       13,378  
Real Estate
    168,889       166,587  
Multi-Family
    7,458       7,559  
Commercial Real Estate
    129,485       128,032  
Home Equity – closed end
    8,823       9,135  
Home Equity – open end
    57,783       56,599  
Commercial & Industrial – Non-Real Estate
    28,720       27,954  
Consumer
    8,023       8,219  
Dealer Finance
    57,306       54,086  
Credit Cards
    2,579       2,745  
Total
  $ 556,894     $ 544,053  
 
 
11

 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements

Note 3.                 Loans Held for Investment, continued

The following is a summary of information pertaining to impaired loans (in thousands):
 
         
Unpaid
         
Average
   
Interest
 
  For the three months, March 31, 2016
 
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
Impaired loans without a valuation allowance:
                             
     Construction/Land Development
  $ 1,237     $ 1,237     $ -     $ 2,789     $ 24  
     Farmland
    -       -       -       -       -  
     Real Estate
    787       787       -       863       11  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    405       405       -       663       2  
     Home Equity – closed end
    -       -       -       -       -  
     Home Equity – open end
    1,582       1,582       -       1,499       35  
     Commercial & Industrial – Non-Real Estate
    178       178       -       183       3  
     Consumer
    17       17       -       11       -  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    7       7       -       3       1  
      4,213       4,213               6,011       76  
                                         
Impaired loans with a valuation allowance
                                       
     Construction/Land Development
    10,651       10,651       2,186       12,065       53  
     Farmland
    -       -       -       -       -  
     Real Estate
    1,224       1,224       234       758       16  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    968       968       74       906       14  
     Home Equity – closed end
    -       -       -       -       -  
     Home Equity – open end
    1,408       1,408       587       894       10  
     Commercial & Industrial – Non-Real Estate
    27       27       27       5       -  
     Consumer
    -       -       -       -       -  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    78       78       22       54       2  
      14,356       14,356       3,130       14,682       95  
                                         
Total impaired loans
  $ 18,569     $ 18,569     $ 3,130     $ 20,693     $ 171  
 
 
12

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

The Recorded Investment is defined as the principal balance less principal payments and charge-offs.

         
Unpaid
         
Average
   
Interest
 
  For the year ended, December 31, 2015
 
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
Impaired loans without a valuation allowance:
                             
     Construction/Land Development
  $ 1,361     $ 1,499     $ -     $ 3,622     $ 73  
     Farmland
    -       -       -       -       -  
     Real Estate
    1,097       1,097       -       734       58  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    307       307       -       874       17  
     Home Equity – closed end
    -       -       -       -       -  
     Home Equity – open end
    1,159       1,159       -       1,513       82  
     Commercial & Industrial – Non-Real Estate
    181       181       -       186       10  
     Consumer
    18       18       -       7       -  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    4       4       -       1       4  
      4,127       4,265               6,937       244  
                                         
Impaired loans with a valuation allowance
                                       
     Construction/Land Development
    11,534       11,534       2,373       12,884       299  
     Farmland
    -       -       -       -       -  
     Real Estate
    324       324       238       699       46  
     Multi-Family
    -       -       -       -       -  
     Commercial Real Estate
    890       890       18       900       15  
     Home Equity – closed end
    -       -       -       -       -  
     Home Equity – open end
    1,414       1,414       269       613       75  
     Commercial & Industrial – Non-Real Estate
    -       -       -       -       -  
     Consumer
    -       -       -       -       -  
     Credit cards
    -       -       -       -       -  
     Dealer Finance
    68       68       17       38       5  
      14,230       14,230       2,915       15,134       440  
                                         
Total impaired loans
  $ 18,357     $ 18,495     $ 2,915     $ 22,071     $ 684  
 
 
13

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

A summary of the allowance for loan losses follows:
 
March 31, 2016  (in thousands)
 
Beginning Balance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending Balance
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
 
Allowance for loan losses:
                                         
Construction/Land Development
  $ 4,442     $ -     $ 1     $ (686 )   $ 3,757     $ 2,186     $ 1,571  
Farmland
    95       -       -       (53 )     42       -       42  
Real Estate
    806       23       4       354       1,141       234       907  
Multi-Family
    71       -       -       (43 )     28       -       28  
Commercial Real Estate
    445       -       13       293       751       74       677  
Home Equity – closed end
    174       1       -       (35 )     138       -       138  
Home Equity – open end
    634       1       106       252       991       587       404  
 Commercial & Industrial – Non-Real Estate
    1,055       83       2       (46 )     928       27       901  
 Consumer
    108       10       6       9       113       -       113  
Dealer Finance
    836       69       27       (19 )     775       22       753  
Credit Cards
    115       25       12       (26 )     76       -       76  
Total
  $ 8,781     $ 212     $ 171     $ -     $ 8,740     $ 3,130     $ 5,610  
 
December 31, 2015  (in thousands)
 
Beginning Balance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending 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  
 
 
14

 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
 
Note 4.    Allowance for Loan Losses, continued
 
March 31, 2016
 
Loan Receivable
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
 
Construction/Land Development
  $ 74,760     $ 11,888     $ 62,872  
Farmland
    13,068       -       13,068  
Real Estate
    168,889       2,011       166,878  
Multi-Family
    7,458       -       7,458  
Commercial Real Estate
    129,485       1,373       128,112  
Home Equity – closed end
    8,823       -       8,823  
Home Equity –open end
    57,783       2,990       54,793  
Commercial & Industrial – Non-Real Estate
    28,720       205       28,515  
Consumer
    8,023       17       8,006  
Dealer Finance
    57,306       85       57,221  
Credit Cards
    2,579       -       2,579  
Total   $ 556,894     $ 18,569     $ 538,325  
 
Recorded Investment in Loan Receivables (in thousands)
 
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 March 31, 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
 
March 31, 2016
                                         
Construction/Land Development
  $ 155     $ 94     $ 52     $ 4,870     $ 5,171     $ 69,589     $ 74,760  
Farmland
    -       -       -       -       -       13,068       13,068  
Real Estate
    1,255       453       82       922       2,712       166,177       168,889  
Multi-Family
    -       -       -       -       -       7,458       7,458  
Commercial Real Estate
    426       -       138       -       564       128,921       129,485  
Home Equity – closed end
    21       -       3       -       24       8,799       8,823  
Home Equity – open end
    682       -       47       39       768       57,015       57,783  
Commercial & Industrial – Non- Real Estate
    109       8       25       217       359       28,361       28,720  
Consumer
    38       6       4       -       48       7,975       8,023  
Dealer Finance
    773       238       238       73       1,322       55,984       57,306  
Credit Cards
    8       2       -       -       10       2,569       2,579  
Total
  $ 3,467     $ 801     $ 589     $ 6,121     $ 10,978     $ 545,916     $ 556,894  
 
 
15

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

Aging of Past Due Loans Receivable (in thousands) as of December 31, 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  

CREDIT QUALITY INDICATORS (in thousands)
AS OF MARCH 31, 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
  $ -     $ 432     $ 9,285     $ 37,023     $ 13,096     $ 3,237     $ 11,687     $ -     $ 74,760  
Farmland
    66       -       2,565       3,558       4,914       1,965       -       -       13,068  
Real Estate
    -       1,098       58,650       74,904       23,848       8,316       2,073       -       168,889  
Multi-Family
    -       371       3,880       3,014       193       -       -       -       7,458  
Commercial Real Estate
    -       2,022       25,072       76,070       21,252       3,714       1,355       -       129,485  
Home Equity – closed end
    -       -       3,412       3,690       1,615       103       3       -       8,823  
Home Equity – open end
    -       1,571       14,737       32,797       4,805       385       3,488       -       57,783  
Commercial & Industrial (Non-Real Estate)
    1,221       214       7,374       16,984       2,616       66       245       -       28,720  
Total
  $ 1,287     $ 5,708     $ 124,975     $ 248,040     $ 72,339     $ 17,786     $ 18,851     $ -     $ 488,986  
 
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
 
   
Credit Cards
   
Consumer
 
Performing
  $ 2,579     $ 65,014  
Non performing
    -       315  
Total
  $ 2,579     $ 65,329  

 
16

 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements

Note 4.                 Allowance for Loan Losses, continued

CREDIT QUALITY INDICATORS (in thousands)
AS OF DECEMBER 31, 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  
 
Description of loan grades:

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

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

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

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

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

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

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

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

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

 
18

 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements
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-month periods ended March 31, 2016 and 2015.

   
Three Months Ended
 
   
March 31,
2016
   
March 31,
2015
 
             
Service cost
  $ 157,968     $ 162,083  
Interest cost
    113,224       102,736  
Expected return on plan assets
    (213,604 )     (209,704 )
Amortization of net obligation at transition
    -       -  
Amortization of prior service cost
    (3,809 )     (3,809 )
Amortization of net loss
    55,786       45,160  
Net periodic pension cost
  $ 109,565     $ 96,466  
 
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.

 
19

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

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

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

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

For level 3 assets and liabilities measured at fair value on a recurring basis or non-recurring basis as of March 31, 2016 and December 31, 2015 and significant unobservable inputs used in the fair value measurements were as follows:

   
Fair Value at March 31, 2016
 
Valuation Technique
 
Significant Unobservable Inputs
 
Range
Impaired Loans
 
$11,226
 
Discounted appraised value
 
Discount for selling costs and age of appraisals
 
15%-55%
Other Real Estate Owned
 
$2,450
 
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%


 
 
20

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

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.

March 31, 2016
 
Total
   
Level 1
   
Level 2
   
Level 3
 
U. S. Treasuries
  $ 4,030     $ -     $ 4,030     $ -  
Government sponsored enterprises
    8,062       -       8,062       -  
Mortgage-backed obligations of federal agencies
    784       -       784       -  
Marketable Equities
    135       -       135       -  
Investment securities available for sale
    13,011       -       13,011       -  
                                 
Total assets at fair value
  $ 13,011     $ -     $ 13,011     $ -  
                                 
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     $ -  
 
 
21

 
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

March 31, 2016
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Other Real Estate Owned
  $ 2,450       -       -     $ 2,450  
              -       -          
     Construction/Land Development
    8,465       -       -       8,465  
     Farmland
    -       -       -       -  
     Real Estate
    990       -       -       990  
     Multi-Family
    -       -       -       -  
     Commercial Real Estate
    895       -       -       895  
     Home Equity – closed end
    -       -       -       -  
     Home Equity – open end
    820       -       -       820  
     Commercial & Industrial – Non-Real Estate
    -       -       -       -  
     Consumer
    -       -       -       -  
     Credit cards
    -       -       -       -  
     Dealer Finance
    56       -       -       56  
Impaired loans
    11,226       -       -       11,226  
                                 
Total assets at fair value
  $ 13,676     $ -     $ -     $ 13,676  
                                 
Total liabilities at fair value
  $ -     $ -     $ -     $ -  
 
The table below presents the recorded amount of assets and liabilities measured at fair value on a non-recurring basis.  The Company has determined that Other Real Estate Owned and Impaired Loans are Level 3.
 
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  
                                 
Total assets at fair value
  $ 13,443       -     $ -     $ 13,443  
                                 
Total liabilities at fair value
  $ -     $ -     $ -     $ -  
 
 
22

 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements

Note 7.                  Disclosures About Fair Value of Financial Instruments

ASC 825 “Financial Instruments” defines the fair value of a financial instrument as the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced liquidation or sale.  As the majority of the Bank’s financial instruments lack an available trading market, significant estimates, assumptions and present value calculations are required to determine estimated fair value.  The following presents the carrying amount, fair value and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2016 and December 31, 2015.  This table excludes financial instruments for which the carrying amount approximates the fair value, which would be Level 1; inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. All financial instruments below are considered Level 2; inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

   
March 31, 2016
   
December 31, 2015
 
   
Estimated
   
Carrying
   
Estimated
   
Carrying
 
   
Fair Value
   
Value
   
Fair Value
   
Value
 
Financial Assets
                       
Loans
  $ 566,210     $ 556,894     $ 555,762     $ 544,053  
                                 
Financial Liabilities
                               
Time deposits
    162,324       161,514       162,524       161,040  
Long-term debt
    47,812       47,179       48,565       48,161  

The carrying value of cash and cash equivalents, other investments, deposits with no stated maturities, short-term borrowings, and accrued interest approximate fair value. The fair value of securities was calculated using the most recent transaction price or a pricing model, which takes into consideration maturity, yields and quality.  The remaining financial instruments were valued based on the present value of estimated future cash flows, discounted at various rates in effect for similar instruments entered into as of the end of each respective period shown above.

Note 8.   Troubled Debt Restructuring

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

During the three months ended March 31, 2016, there was one 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.

   
March 31, 2016
 
         
Pre-Modification
   
Post-Modification
 
         
Outstanding
   
Outstanding
 
   
Number of Contracts
   
Recorded Investment
   
Recorded Investment
 
Troubled Debt Restructurings
                 
Consumer
    1       17       17  
Total
    1     $ 17     $ 17  
 
 
23

 
F & M BANK CORP.
Notes to (unaudited) Consolidated Financial Statements

Note 8.                   Troubled Debt Restructuring, continued

During the quarter ended March 31, 2016, there were no loans 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.

During the three months ended March 31, 2015, there were three loan modifications that were considered to be troubled debt restructurings.

   
March 31, 2015
 
         
Pre-Modification
   
Post-Modification
 
         
Outstanding
   
Outstanding
 
   
Number of Contracts
   
Recorded Investment
   
Recorded Investment
 
Troubled Debt Restructurings
                 
Consumer
    3       45       45  
Total
    3     $ 45     $ 45  

During the quarter ended March 31, 2015, two real estate loans (outstanding recorded investment of $1,040,000) 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.

 
24

 

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.

 
25

 
 
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 30 in the Management Discussion and Analysis.

Goodwill and Intangibles

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

Securities Impairment

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

Overview

Net income for the three months ended March 31, 2016 was $2,090,000 or $.60 per share, compared to $1,871,000 or $.53 in the same period in 2015, an increase of 11.70%. During the three months ended March 31, 2016, noninterest income decreased 6.17% and noninterest expense increased 7.99% 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
  $ 2,059     $ 1,770  
Income from Parent Company Activities
    31       101  
Net Income for the three months ended March 31
  $ 2,090     $ 1,871  
 
 
26

 

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 34, the 2016 year to date tax equivalent net interest income increased $494,000 or 7.77% compared to the same period in 2015.  The tax equivalent adjustment to net interest income totaled $32,000 for the quarter.  The yield on earning assets decreased .03%, while the cost of funds increased .07% compared to the same period in 2015.

Year to date, the combination of the increase in yield on assets and the decrease in cost of funds coupled with changes in balance sheet leverage has resulted in the net interest margin decreasing to 4.39%, a decrease of 7 basis points when compared to the same period in 2015.  A schedule of the net interest margin for the three month periods ended March 31, 2016 and 2015 can be found in table I on page 34.
 
The Interest Sensitivity Analysis contained in Table II on page 35 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 41.18% of rate sensitive assets and 37.51% 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 $46,000 or 6.17% for the three month period ended March 31, 2016.  The decrease is primarily due to a decrease in VBS Mortgage income in 2016.

Noninterest expense increased $350,000 for the three month period ended March 31, 2016 as compared to 2015. Expense increased in the areas of salaries and benefits, pension, and data processing.  As stated in the most recently available (December 31, 2015) Uniform Bank Performance Report, the Company’s and peer’s noninterest expenses averaged 2.83% and 2.85% 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.


 
27

 
 
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 March 31, 2016, the market value of securities available for sale exceeded their cost by $35,000. 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 $4,000,000 that are callable.

In reviewing investments as of March 31, 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.
 
 
28

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

Loans Held for Investment of $556,894,000 increased $12.8 million at March 31, 2016 compared to December 31, 2015.  Construction and land development increased $5.0 million, dealer finance portfolio increased $3.2 million and the real estate portfolio increased $2.3 million.  Increases in other loan categories totaled $2.9 million with decreases in farmland, multifamily, consumer and credit cards.

Loans Held for Sale totaled $66,468,000 at March 31, 2016, an increase of $8,662,000 compared to December 31, 2015.  Secondary market loan originations are typically subject to seasonal fluctuations in the early part of the year.  The first quarter was very strong for both VBS Mortgage and Northpointe Bank.

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 $6,710,000 at March 31, 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 March 31, 2016, the Company holds $2,450,000 of real estate which was acquired through foreclosure. This is an increase of $322,000 compared to December 31, 2015.

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

   
March 31,
2016
   
December 31,
2015
 
             
Nonaccrual Loans
           
     Real Estate
  $ 5,792     $ 5,698  
     Commercial
    217       109  
     Home Equity
    39       40  
     Other
    73       108  
      6,121       5,955  
                 
Loans past due 90 days or more (excluding nonaccrual)
               
     Real Estate
    134       272  
     Commercial
    163       25  
     Home Equity
    50       107  
     Other
    242       167  
      589       571  
                 
Total Nonperforming loans
  $ 6,710     $ 6,526  
                 
Restructured Loans current and performing:
               
      Real Estate
    8,418       8,713  
      Commercial
    1,452       1,463  
      Home Equity
    1,407       1,414  
       Other
    85       91  
                 
Nonperforming loans as a percentage of loans held for investment
    1.20 %     1.20 %
                 
Net Charge Offs to total loans held for investment
    .01 %     .04 %
                 
Allowance for loan and lease losses to nonperforming loans
    130.25 %     134.55 %
 
 
29

 
 
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 $8,740,000 at March 31, 2016 is equal to 1.57% 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 no funded the allowance in the first three months of 2015. Net charge-offs year to date totaled $41,000.

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.

 
30

 
 
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 $1,032,000 since December 31, 2015.  Time deposits increased $474,000 during this period while demand deposits and savings deposits increased $558,000.  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 $5.1 million in CDARS funding, which is a decrease of $400,000 over 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 March 31, 2016 there were $38,000,000 in FHLB short-term borrowings, federal funds purchased totaled $4,197,000 and commercial repurchase agreements totaled $4,013,000.  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 $982,000 of scheduled repayments and no additional borrowings during the quarter ended March 31, 2016.
 
 
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Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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.

March 31, 2016 the Company implemented the Basel III capital requirements, resulting in total risk based capital and leverage ratios of 15.13% and 12.17%, 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 14.91% and 12.00%, respectively, as compared to year end of 15.24% and 12.06%, respectively. Both the Company and the Bank also began reporting common equity tier 1 capital ratios of 12.26% and 13.65%, respectively.  The Bank also reported a Capital conservation buffer of 6.91% as of March 31, 2016.  For both the Company and the Bank these ratios are in excess of regulatory minimums to be considered “well capitalized”.
 
Liquidity

Liquidity is the ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, investments and loans maturing within one year.  The Company's ability to obtain deposits and purchase funds at favorable rates determines its liquidity exposure.  As a result of the Company's management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its customers' credit needs.

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

Interest Rate Sensitivity

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

As of March 31, 2016, the Company had a cumulative Gap Rate Sensitivity Ratio of 14.18% 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 35.

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

Effect of Newly Issued Accounting Standards

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 to change accounting for leases and that will generally require most leases to be recognized on the balance sheet.  The new lease standard only contains targeted changes to accounting by lessors, however, lessees will be required to recognize most leases in their balance sheets as lease liabilities for lease payments and right-of-use assets representing the lessee’s rights to use the underlying assets for the lease terms for lease arrangements longer than 12 months.  Under this approach, a lessee will account for most existing capital/finance leases as Type A leases and most existing operating leases as Type B leases.  Type A and Type B leases have unique accounting and disclosure requirements. Existing sale-leaseback guidance, including guidance for real estate, will be replaced with a new model applicable to both lessees and lessors.  The new guidance will be effective for fiscal years (and interim periods within those fiscal years) beginning after December 15, 2018.  Early adoption is permitted for all companies and organizations.  Management is currently analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting.

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).
 
 
33

 
 
TABLE I
F & M BANK CORP.
Net Interest Margin Analysis
(on a fully taxable equivalent basis)
(Dollar Amounts in Thousands)

   
Three Months Ended
   
Three Months Ended
 
   
March 31, 2016
   
March 31, 2015
 
Average
       
Income/
   
Average
         
Income/
   
Average
 
   
Balance2,4
   
Expense
   
Rates
   
Balance2,4
   
Expense
   
Rates
 
Interest income
                                   
     Loans held for investment1,2
  $ 549,138     $ 7,217       5.27 %   $ 521,172     $ 6,803       5.29 %
     Loans held for sale
    51,112       372       2.92 %     29,381       192       2.65 %
     Federal funds sold
    6,247       7       .45 %     8,744       5       .23 %
     Interest bearing deposits
    892       1       .45 %     1,975       -       -  
     Investments
                                               
Taxable 3
    18,161       69       1.52 %     16,718       43       1.04 %
Partially taxable
    125       -       -       125       -       -  
     Total earning assets
  $ 625,675     $ 7,666       4.91 %   $ 578,115     $ 7,043       4.94 %
Interest Expense
                                               
     Demand deposits
    107,450       119       .44 %     120,287       157       .53 %
     Savings
    92,858       100       .43 %     66,330       33       .20 %
     Time deposits
    161,637       339       .85 %     183,267       364       .81 %
     Short-term debt
    29,326       18       .25 %     19,985       11       .22 %
     Long-term debt
    47,448       238       2.01 %     22,271       120       2.19 %
     Total interest bearing liabilities
  $ 438,719     $ 814       .74 %   $ 412,140     $ 685       .67 %
                                                 
Tax equivalent net interest income 1
          $ 6,852                     $ 6,358          
                                                 
Net interest margin
                    4.39 %                     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.

 
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TABLE II

F & M BANK CORP.
Interest Sensitivity Analysis
 
March 31, 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
  $ 19,701     $ 22,744     $ 117,952     $ 18,334     $ -     $ 178,731  
Installment
    4,467       1,050       47,487       12,325       -       65,329  
Real estate loans for investments
    94,164       45,966       162,636       7,489       -       310,255  
Loans held for sale
    66,468       -       -       -       -       66,468  
Credit cards
    2,579       -       -       -       -       2,579  
Interest bearing bank deposits
    1,301       -       -       -       -       1,301  
Investment securities
    125       4,050       8,042       784       135       13,136  
Total
  $ 188,805     $ 73,810     $ 336,117     $ 38,932     $ 135     $ 637,799  
                                                 
Sources of funds
                                               
Interest bearing demand deposits
  $ -     $ 29,582     $ 62,371     $ 16,394     $ -     $ 108,347  
Savings deposits
    -       19,155       57,466       19,155       -       95,776  
Certificates of deposit $100,000 and over
    12,484       10,204       31,214       -       -       53,902  
Other certificates of deposit
    15,147       36,461       56,004       -       -       107,612  
Short-term borrowings
    46,210       -       -       -       -       46,210  
Long-term borrowings
    982       1,964       12,857       31,376       -       47,179  
Total
  $ 74,823     $ 97,366     $ 219,912     $ 66,925     $ -     $ 459,026  
                                                 
Discrete Gap
  $ 113,982     $ (23,556 )   $ 116,205     $ (27,993 )   $ 135     $ 178,773  
                                                 
Cumulative Gap
  $ 113,982     $ 90,426     $ 206,631     $ 178,638     $ 178,773          
                                                 
Ratio of Cumulative Gap to Total Earning Assets
    17.87 %     14.18 %     32.40 %     28.01 %     28.03 %        

Table II reflects the earlier of the maturity or repricing dates for various assets and liabilities as of March 31, 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.
 
 
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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.
 
 
 
36

 
 
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

Mine Safety Disclosures  None

Item 5.    Other Information – None

Item 6.    Exhibits

(a)           Exhibits
 
Exhibit No.   Description
     
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (filed herewith).
     
101
 
The following materials from F&M Bank Corp.’s Quarterly Report on Form 10Q for the period ended March 31, 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).
 
 
37

 
 
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  
       
       
    /s/ Carrie A. Comer  
    Carrie A. Comer  
    Senior Vice President and Chief Financial Officer  
 

May 13, 2016


 
38

 

Exhibit Index:
 
Exhibit No.   Description
     
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
     
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (filed herewith).
     
101
 
The following materials from F&M Bank Corp.’s Quarterly Report on Form 10Q for the period ended March 31, 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