F&M BANK CORP
10-Q, 2000-05-12
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

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


For Quarter Ended                        Commission File Number:    0-13273
March 31, 2000


                                F & M BANK CORP.

              Virginia                                         54-1280811
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)


                                   Drawer 1111
                           Timberville, Virginia 22853

                                (540) 896-8941
                          --------------------
             (Registrant's Telephone Number, Including Area Code)

    Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing  requirement for
the past 90 days. Yes ..X. No ....

    State the number of shares  outstanding  of each of the issuer's  classes of
common equity, as of the latest practicable date.

                 Class                         Outstanding at March 31, 2000
   ------------------------------------        -----------------------------
Common Stock, par value - $5                              2,453,402 shares


<PAGE> 1


                                F & M BANK CORP.

                                      INDEX

                                                                       Page

PART I   FINANCIAL INFORMATION                                           2

Item 1.  Financial Statements

         Consolidated Statements of Income - Three Months
         Ended March 31, 2000 and 1999                                   2

         Consolidated Balance Sheets - March 31, 2000 and
         December 31, 1999                                               3

         Consolidated Statements of Changes in Stockholders'
         Equity - Three Months Ended March 31, 2000 and 1999             4


         Consolidated Statements of Cash Flows - Three Months
         Ended March 31, 2000 and 1999                                   5

         Notes to Consolidated Financial Statements                      6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                   8


PART II  OTHER INFORMATION                                              15

Item 1.  Legal Proceedings                                              15

Item 2.  Changes in Securities                                          15

Item 3.  Defaults upon Senior Securities                                15

Item 4.  Submission of Matters to a Vote of Security Holders            15

Item 5.  Other Information                                              15

Item 6.  Exhibit and Reports on Form 8K                                 15


         SIGNATURES                                                     17


<PAGE> 2

Part I      Financial Information
Item 1      Financial Statements

                                F & M BANK CORP.
                        CONSOLIDATED STATEMENTS OF INCOME
                            (In Thousands of Dollars)

                                                         Three Months Ended
                                                              March 31,
                                                          2000        1999
                                                       ----------  -------
Interest Income
   Interest and fees on loans                           $  3,089    $ 2,887
   Interest on federal funds sold                             16         38
   Interest on interest bearing deposits                      14         10
   Interest and dividends on investment securities           604        598
                                                         -------     ------

   Total Interest Income                                   3,723      3,533
                                                         -------     ------

Interest Expense
   Interest on demand accounts                               120        114
   Interest on savings deposits                              248        231
   Interest on time deposits                                 977        927
                                                         -------     ------

   Total interest on deposits                              1,345      1,272

   Interest on short-term debt                                85         69
   Interest on long-term debt                                245        288
                                                         -------     ------

   Total Interest Expense                                  1,675      1,629
                                                         -------     ------

   Net Interest Income                                     2,048      1,904

Provision for Loan Losses                                     29         10
                                                         -------     ------

   Net Interest Income after Provision for Loan Losses     2,019      1,894
                                                         -------     ------

Noninterest Income
   Service charges                                           126        102
   Other                                                     133         82
   Security gains                                            771        568
                                                         -------     ------

   Total Noninterest Income                                1,030        752
                                                         -------     ------

Noninterest Expense
   Salaries                                                  537        460
   Employee benefits                                         174        160
   Occupancy expense                                          49         39
   Equipment expense                                          75         61
   Other                                                     301        253
                                                         -------     ------

   Total Noninterest Expense                               1,136        973
                                                         -------     ------

Income before Income Taxes                                 1,913      1,673

   Income Taxes                                              607        540
                                                         -------     ------

   Net Income                                           $  1,306    $ 1,133
                                                         =======     ======

Per Share Data

   Net Income                                           $    .53    $   .46
                                                         =======     ======

   Cash Dividends                                       $    .14    $   .12
                                                         =======     ======

   Equivalent Shares Outstanding                       2,455,259  2,454,840
                                                       =========   =========

       The accompanying notes are an integral part of these statements.


<PAGE> 3

                                F & M BANK CORP.
                           CONSOLIDATED BALANCE SHEETS
                            (In Thousands of Dollars)

                                                      March 31,   December 31,
       ASSETS                                           2000         1999
                                                    ------------  ---------


Cash and due from banks                               $  3,092    $  4,799
Federal funds sold                                          99
Interest bearing deposits in banks                       1,309         462
Securities held to maturity (note 2)                     4,270       4,330
Securities available for sale (note 2)                  38,717      36,169
Other investments                                        3,893       3,923

Loans, net of unearned discount (note 3)               144,429     140,318
   Less allowance for loan losses (note 4)              (1,127)     (1,090)
                                                       --------    -------

   Net Loans                                           143,302     139,228

Other real estate                                          426         426
Bank premises and equipment                              3,146       3,158
Interest receivable                                      1,488       1,373
Other assets                                             1,445       1,470
                                                       -------     -------

   Total Assets                                       $201,187    $195,338
                                                       =======     =======

       LIABILITIES

Deposits
   Noninterest bearing demand                         $ 18,009    $ 17,193
   Interest bearing
     Demand                                             21,159      21,149
     Savings deposits                                   30,128      29,566
     Time deposits                                      77,668      71,599
                                                       -------     -------

   Total Deposits                                      146,964     139,507

Short-term debt                                          6,089       7,720
Long-term debt                                          17,715      18,548
Accrued expenses                                         4,603       4,277
                                                       -------     -------

   Total Liabilities                                   175,371     170,052
                                                       -------     -------

     STOCKHOLDERS' EQUITY

Common stock $5 par value, 2,453,402 and 2,455,962
   shares issued and outstanding in 2000 and 1999,
   respectively                                         12,267      12,280
Surplus                                                    822         868
Retained earnings                                       12,550      11,587
Accumulated other comprehensive income                     177         551
                                                       -------     -------

   Total Stockholders' Equity                           25,816      25,286
                                                       -------     -------

   Total Liabilities and Stockholders' Equity         $201,187    $195,338
                                                       =======     =======

       The accompanying notes are an integral part of these statements.


<PAGE> 4


                                F & M BANK CORP.
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            (In Thousands of Dollars)

                                                         Three Months Ended
                                                              March 31,
                                                          2000        1999
                                                       ----------  -------


Balance, beginning of period                           $ 25,286    $ 24,078

Comprehensive Income:
   Net income for period                                  1,306       1,133

   Net change in unrealized appreciation on
   investment securities available for sale,
   net of taxes                                            (374)       (622)
                                                        --------    -------

   Total comprehensive income                               932         511

Repurchase of common stock                                  (59)        (40)

Dividends declared                                         (343)       (294)
                                                        --------    -------

Balance, end of period                                 $ 25,816    $ 24,255
                                                        =======     =======


       The accompanying notes are an integral part of these statements.


<PAGE> 5


                                F & M BANK CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In Thousands of Dollars)

                                                         Three Months Ended
                                                              March 31,
                                                          2000        1999
                                                       ----------  -------
Cash Flows from Operating Activities:

   Net income                                          $  1,306    $  1,133
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                          68          47
       Amortization of security premiums                     14          63
       Provision for loan losses                             29          10
       Gain on sale of assets                                            (1)
       Increase in interest receivable                     (115)        (72)
       Decrease in other assets                              25         303
       Increase (decrease) in accrued expenses              551        (257)
       Gain on security transactions                       (771)       (568)
       Losses on limited partnership investments             30          30
                                                        -------     -------

   Net adjustments                                         (169)       (445)
                                                        --------    -------

   Net Cash Provided by Operating Activities              1,137         688
                                                        -------     -------

Cash Flows from Investing Activities:
   Purchase of investments available for sale            (6,233)     (7,735)
   Proceeds from sales of investments available for
      sale                                                3,655       4,551
   Proceeds from maturity of investments available for
      sale                                                  205       1,863
   Proceeds from maturity of investments held to
      maturity                                               45       1,422
   Net (increase) decrease in loans                      (4,105)        397
   Purchase of property and equipment                       (56)       (189)
   Change in federal funds sold                             (99)       (324)
   Net decrease (increase) in interest bearing bank
      deposits                                             (847)        770

   Net Cash Provided by (Used in) Investing
      Activities                                         (7,435)        755
                                                        --------    -------

Cash Flows from Financing Activities:
   Net increase in demand and savings deposits            1,388         773
   Net increase (decrease) in time deposits               6,069      (2,368)
   Net increase (decrease) in short-term debt            (1,631)        608
   Cash dividends paid                                     (343)       (294)
   Repurchases of common stock                              (59)        (40)
   Repayment of long-term debt                             (833)       (833)
                                                        --------    -------

   Net Cash Provided by (Used in) Financing Activities    4,591      (2,154)
                                                        -------     --------

Net Decrease in Cash and Cash Equivalents                (1,707)       (711)

Cash and Cash Equivalents, Beginning of Period            4,799       4,198
                                                        -------     -------

Cash and Cash Equivalents, End of Period               $  3,092    $  3,487
                                                        =======     =======

Supplemental Disclosure
   Cash paid for:
     Interest expense                                  $  1,655    $  1,654


       The accompanying notes are an integral part of these statements.


<PAGE> 6


                                F & M BANK CORP.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1    ACCOUNTING PRINCIPLES:

             The consolidated financial statements conform to generally accepted
          accounting  principles  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, 2000 and the  results of  operations  for the
          three-month periods ended March 31, 2000 and March 31, 1999. The notes
          included  herein  should  be read in  conjunction  with  the  notes to
          financial   statements   included  in  the  1999   annual   report  to
          stockholders of the F & M Bank Corp.

NOTE 2    INVESTMENT SECURITIES:

             The  amounts  at which  investment  securities  are  carried in the
          consolidated  balance  sheets and their  approximate  market values at
          March 31, 2000 and December 31, 1999 follows:

                                           2000                    1999
                                 ----------------------    -------------------
                                    Carrying   Market       Carrying   Market
                                     Value     Value         Value     Value

          Securities Held to Maturity

          U. S. Treasury and
            Agency obligations      $  2,466  $  2,443     $  2,469  $  2,444
          State and municipal
          Other securities             1,780     1,707        1,781     1,717
          Mortgaged-backed securities     24        23           80        79

            Total                   $  4,270  $  4,173     $  4,330  $  4,240
                                     =======   =======      =======   =======



                                           2000                    1999
                                -----------------------     ------------------
                                     Market                 Market
                                     Value     Cost         Value     Cost

          Securities Available for Sale

          U. S. Treasury and
            Agency obligations      $ 15,718  $ 16,053     $ 13,914  $ 14,274
          Equity securities           11,377    10,441       12,339    10,811
          Mortgage-backed securities   2,369     2,382        2,571     2,584

          Other securities             9,253     9,518        7,345     7,580
                                     -------   -------      -------   -------

            Total                   $ 38,717  $ 38,394     $ 36,169  $ 35,249
                                     =======   =======      =======   =======


<PAGE> 7


                                F & M BANK CORP.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3    LOANS:

             Loans outstanding are summarized as follows:

                                                        March 31,   December 31,
                                                          2000       1999
                                                       ----------   --------

          Real Estate
            Construction                                $ 5,506   $  5,481
            Mortgage                                     89,804     84,019
          Commercial and agricultural                    29,610     31,686
          Consumer                                       18,520     18,082
          Credit cards                                      967      1,016
          Other                                              22         34
                                                         ------    -------

            Total                                      $144,429   $140,318
                                                        =======    =======


NOTE 4    ALLOWANCE FOR LOAN LOSSES:

            A summary of  transactions  in the allowance for loan losses for the
          three months ended March 31, 2000 and 1999 follows:

                                                          2000        1999
                                                       ----------  -------


          Balance, beginning of period                  $ 1,090   $  1,162
          Provisions charged to operating expenses           29         10
          Net (charge offs) recoveries
            Loan recoveries                                  15         17
            Loan charge-offs                                 (7)       (36)
                                                         -------   -------

            Total Net (Charge-offs) Recoveries                8        (19)
                                                         ------    -------

            Balance, End of Period                      $ 1,127   $  1,153
                                                         ======    =======

          Components of net (charge-offs) recoveries:
              Commercial                                $     1   $
              Installment                                     7        (19)
                                                         ------    -------

                                                        $     8   $    (19)
                                                         ======    =======


<PAGE> 8


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

Overview

     Loan and  deposit  growth  continued  to at a brisk pace during the period.
Loans increased at an annualized rate of 11.72%,  with most of the growth in the
real estate portfolio.  The exceptionally  strong local economy and increases in
secondary  market loan rates have  contributed  to the growth in our  portfolio.
Deposits increased  $7,457,000,  with most of the increase coming in the form of
certificate of deposits.  Many of these  certificates  resulted as proceeds from
the buyout of a  large-local  agricultural  cooperative  were  deposited  in our
institution.  Income from  operations,  exclusive  of  securities  transactions,
increased  $47,000  (6.02%).  Net  income  including   securities   transactions
increased  $173,000 (15.27%) as a result of an increase of $126,000 in net after
tax securities gains realized.

Results of Operations

     The dollar  amount of the tax  equivalent  net  interest  margin  increased
$139,000 or 7.09% in the first  quarter of 2000 compared to the first quarter of
1999. An increase of fourteen  basis points in the return on earning  assets can
be  attributed  primarily  to an  increase  in the yield on  taxable  investment
securities. This increase resulted from a general increase in market rates and a
lengthening  of  portfolio  maturities.  Approximately  $79,000 of the  $139,000
increase in net interest income is primarily  attributable to an increase in net
earning  assets  (i.e.  volume  increases),  with the  remainder  coming from an
improvement in the net yield on earning assets.

     Noninterest income increased $278,000 in the first three months of 2000. An
increase  in  securities  gains  accounted  for  $203,000  of the  total.  Other
noninterest  income  increased due to higher service charges on deposit accounts
resulting  from an  increase in the per item  overdraft  fee, an increase in the
number of  accounts  serviced,  increases  in credit life  insurance  income and
increased fees generated from brokerage activities.

     Noninterest  expense  increased  $163,000  (16.75%).  Salaries and benefits
accounted for $91,000 of this total. These increases resulted from normal salary
increases and increased  accruals for a new performance based incentive program.
The  remaining  increase  is made up of a number of  factors,  including  higher
depreciation expense on 1999 equipment  improvements and consulting fees related
to an efficiency study completed in March of 2000.

Financial Condition

    Securities

    The  Company's  securities  portfolio  is  held to  assist  the  Company  in
liquidity and asset liability  management.  The securities portfolio consists of
securities  held to maturity and securities  available for sale.  Securities are
classified  as held to maturity  when  management  has the intent and ability to
hold the securities to maturity. These securities are carried at amortized cost.
Securities available for sale include securities that may be sold in response to
general market fluctuations,  general liquidity needs and other similar factors.
Securities  available for sale are recorded at market value.  Unrealized holding
gains and losses of available for sale securities are excluded from earnings and
reported (net of deferred income taxes) as a separate component of shareholders'
equity.  As of March 31, 2000, the market value of all securities  available for
sale exceeded their amortized cost by $323,000 ($177,000 after the consideration
of income taxes).  This excess is the result of increases in the value of equity
securities  held by the  parent,  net of  decreases  in the  value  of the  bond
portfolio held by the subsidiary bank.  Management has  traditionally  held debt
securities  (regardless of  classification)  until maturity and thus it does not
expect the minor  fluctuation in the value of these  securities to have a direct
impact on earnings.


<PAGE> 9


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

   Securities (Continued)

   Investments in securities  increased  5.53% in the first quarter of 2000 with
funding coming from the increase in deposit  liabilities.  The Company generally
invests in relatively  short-term maturities due to uncertainty in the direction
of interest rates.  Recent purchases of debt securities have been in the four to
five year maturity  range at rates  significantly  above the average rate of the
entire  securities  portfolio.  Of the  investments in securities  available for
sale, 29.39% are invested in equities,  most of which are dividend producing and
subject to the corporate dividend  exclusion for taxation purposes.  The Company
believes these  investments  offer  adequate  returns and have the potential for
significant increases in value.

   Loan Portfolio

   The Company operates in an  agriculturally  dominated area which includes the
counties of Rockingham,  Page and Shenandoah in the western portion of Virginia.
The Company does not make a significant number of loans to borrowers outside its
primary  service  area.  The  Company  is  very  active  in  local   residential
construction  mortgages.  Commercial  lending includes loans to small and medium
sized business within its service area.

    An inherent  risk in the lending of money is that the  borrower  will not be
able to repay the loan under the terms of the original agreement.  The allowance
for loan losses (see subsequent  section) provides for this risk and is reviewed
periodically for adequacy.  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.

    While lending is  geographically  diversified  within the service area,  the
Company does have some  concentration in agricultural  loans (primarily  poultry
farming). In addition to direct agricultural loans, a significant  percentage of
residential  real  estate  loans  and  consumer  installment  loans  are made to
borrowers  employed  in the  agricultural  sector of the  economy.  The  Company
monitors its past due loans closely and has not experienced higher delinquencies
in this sector compared to the overall loan portfolio.

   The first three months of 2000 resulted in a $4,111,000  increase in the loan
portfolio.  Most of the increase was in  residential  mortgage  loans.  Although
competition  from other local  banks  remains a concern,  a general  increase in
secondary  market rates has resulted in more three and five year adjustable rate
loans being funded by the Bank.

   Nonperforming  loans include nonaccrual loans, loans 90 days or more past due
and restructured  loans.  Nonaccrual loans are loans on which interest  accruals
have been suspended or discontinued  permanently.  Restructured loans are loans,
which  have  changed  the  original  interest  rate or  repayment  terms  due to
financial  hardship.  Loans ninety days or more past due totaled  $1,477,000  at
March 31, 2000 compared to $1,917,000 at December 31, 1999. Approximately 90% of
these past due loans are secured by real estate.  Although the potential  exists
for some loan losses, management believes the bank is generally well secured and
continues to actively work with these customers to effect  payment.  The Company
had no nonaccrual or restructured loans at March 31, 2000.


<PAGE> 10


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

   Loan Portfolio (Continued)

As of March 31, 2000 the Company did not hold any real estate that was  acquired
through foreclosure.

   Allowance for Loan Losses

   Management  evaluates  the loan  portfolio  in light of  national  and  local
economic  trends,  changes in the nature and value of the portfolio and industry
standards. Specific factors considered by management in determining the adequacy
of the level of the allowance include internally  generated loan review reports,
past due reports,  historical  loan loss  experience and  individual  borrower's
financial health. This review also considers concentrations of loans in terms of
geography,  business type or level of risk.  Management evaluates  nonperforming
loans relative to their collateral  value and makes the appropriate  adjustments
to the allowance when needed.

   The  provision for credit losses and changes in the allowance for loan losses
are shown in Note 4, Page 7.

   The  allowance  for  credit  losses of  $1,127,000  at March 31,  2000 was up
$37,000 from its level at December 31, 1999.  The allowance was equal to .78% of
total loans at March 31, 2000 and December 31, 1999.  The Company  believes that
its allowance should be viewed in its entirety and, therefore,  is available for
potential credit losses in its entire portfolio, including loans, credit related
commitments and other financial instruments.  In the opinion of management,  the
allowance,  when taken as a whole,  is adequate to absorb  reasonably  estimated
credit losses inherent in the Company's portfolio.

   Deposits and Long-Term Debt

   The  Company's  main  source  of funds is  customer  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.  The Company realized  annualized deposit growth of
21.38% in the first  quarter of 2000.  This  increase  was mainly in the area of
time deposits.

   Borrowings  from the Federal Home Loan Bank of Atlanta (FHLB)  continue to be
an  important  mechanism  in funding  real estate  loan growth in the area.  The
Company's  subsidiary bank borrows funds on a fixed rate basis. These borrowings
are used to fund either a fifteen-year fixed rate loan or a twenty-year loan, of
which the first ten years have a fixed  rate.  This  program  allows the Bank to
match the maturity of its fixed rate real estate  portfolio with the maturity of
its debt and thus  reduce its  exposure  to interest  rate  changes.  Due to the
higher rates charged by the FHLB and funds generated from increased deposits, no
additional funds have been borrowed in 2000.  Scheduled  repayments have totaled
$833,000 in the first quarter of the year.


<PAGE> 11


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

   Capital

   The Company  maintains a strong  capital base to expand  facilities,  promote
public  confidence,  support  operations and grow at a manageable  level.  As of
March 31, 2000,  the  Company's  total risk based  capital and total  capital to
total  assets  ratios were 18.77% and 12.83%,  respectively.  Both ratios are in
excess of  regulatory  minimums  and exceed the ratios of the  Company's  peers.
Earnings  have been  sufficient  to allow an increase in  dividends  in 2000 and
management has no reason to believe this  increased  level of dividends will not
continue

   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,  deposits  obtained  through the adjustment of
interest  rates and  purchases of federal  funds.  To further meet its liquidity
needs, the Company also maintains lines of credit with  correspondent  financial
institutions.  The Company's  subsidiary bank also has a line of credit with the
Federal  Home Loan Bank of Atlanta  that allows for secured  borrowings.  In the
past, growth in deposits and proceeds from the maturity of investment securities
has been  sufficient  to fund most of the net  increase in loans and  investment
securities.

   Interest Rate Sensitivity

   Liquidity as of March 31, 2000 remains  adequate.  The Bank  historically has
had a stable core deposit base and, therefore, does not have to rely on volatile
funding  sources.  Because of the stable core deposit base,  changes in interest
rates should not have a significant  effect on liquidity.  During 2000, the Bank
has used maturing  investments  and deposit growth to meet its liquidity  needs.
The  Bank's  membership  in the  Federal  Home Loan Bank  System  also  provides
liquidity,  as the Bank borrows money that is repaid over a ten-year  period and
uses  the  money  to make  fixed  rate  loans.  The  matching  of the  long-term
receivables  and  liabilities  helps the Bank reduce its sensitivity to interest
rate changes.  The Company reviews its interest rate gap  periodically and makes
adjustments as needed.

   There are no off-balance-sheet items that will impair future liquidity.

   Table  II  (page  14)  contains  an  analysis,   which  shows  the  repricing
opportunities of earning assets and interest bearing liabilities as of March 31,
2000.

   As of March 31, 2000, the Company had a cumulative Gap Rate Sensitivity Ratio
of (12.82%) for the one year repricing  period.  This  generally  indicates that
earnings would improve in a declining  interest rate  environment as liabilities
reprice more quickly than assets.  Conversely,  earnings would probably decrease
in periods  during  which  interest  rates are  increasing.  However,  in actual
practice, this may not be the case as deposits may not reprice concurrently with
changes in rates within the general economy.  Management constantly monitors the
Company's  interest rate risk and has decided the current position is acceptable
for a well-capitalized community bank operating in a rural environment.


<PAGE> 12


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

Stock Repurchase

   On April 20, 2000,  the Company  announced  that the Board of  Directors  had
authorized  the  repurchase of up to 50,000 shares of the Company's  outstanding
common stock.  Repurchases are authorized to be made by the Company from time to
time in the open market or  privately  negotiated  transactions  during the next
twelve months as, in the opinion of management,  market conditions warrant.  The
repurchased  shares will be held as  unissued  stock and will be  available  for
general corporate purposes.

   Effect of Newly Issued Accounting Standards

   The  Company  does not  believe  that any newly  issued but as yet  unapplied
accounting  standards  will have a material  impact on the  Company's  financial
position or operations.

   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).


<PAGE> 13
TABLE 1

                                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, 2000              March 31, 1999
                         --------------------        -----------------

                        Average   Income/            Average  Income/
                      Balance 2   Expense   Rates   Balance 2 Expense    Rates

Interest Income
   Loans 1             $141,388  $ 3,099    8.79%   $131,900   $2,901     8.80%
Federal funds sold        1,103       16    5.93       3,248       38     4.68
   Interest bearing
     deposits             1,249       14    4.61         951       10     4.21
   Investments
     Taxable 3           30,161      486    6.45      34,048      504     5.92
     Partially
       taxable 2,3       10,631      159    5.98       8,486      136     6.41
                        -------     ----    ----      -----      ----    ------

   Total Earning
     Assets             184,532    3,774    8.18     178,633    3,589     8.04
                        -------    -----    ----     -------    -----     ----

Interest Expense
   Demand deposits       21,143      120    2.27      20,498      114     2.22
   Savings               29,907      248    3.31      28,352      231     3.26
   Time deposits         75,152      977    5.22      70,332      927     5.27
   Short-term debt        6,632       85    5.13       6,658       69     4.17
   Long-term debt        17,999      245    5.46      21,304      288     5.41
                         ------   ------    ----     ------    -----    -----

   Total Interest
     Bearing
     Liabilities       $150,833  $ 1,675    4.44    $147,144   $1,629     4.43
                       ========  -------    ----    ========   ------     ----

   Net Interest
     Margin 1                    $ 2,099                       $1,960
                                 =======                       ======

   Net Yield on Interest
     Earning Assets                         4.55%                         4.39%
                                            ====                         ======

   1 Interest income on loans includes loan fees

   2 An  incremental  income  tax  rate of 34% was  used  to  calculate  the tax
     equivalent income on nontaxable and partially taxable investments.

   3 Average  balance  information is reflective of historical  cost and has not
     been adjusted for changes in market value.


<PAGE> 14
TABLE II

                                F & M BANK CORP.
                          INTEREST SENSITIVITY ANALYSIS
                                 MARCH 31, 2000
                            (In Thousands of Dollars)

                           0 - 3   4 - 12   1 - 5   Over 5      Not
                          Months   Months   Years    Years   Classified  Total

Uses of Funds
   Loans:
     Commercial          $15,397  $ 2,324  $11,578  $   311  $         $29,610
     Installment             103      707   16,563    1,169             18,542
     Real estate          11,584    9,509   53,706   20,511             95,310
     Credit cards            967                                           967
   Interest bearing
     bank deposits         1,309                                         1,309
   Investment securities            3,200   28,289      121     15,270  46,880
   Federal funds sold         99                                            99
                           ------   ------   ------   ------   -----    ------

   Total                  29,459   15,740  110,136   22,112     15,270 192,717
                          ------  ------   -----    ------     ------   ------

Sources of Funds

   Interest bearing
     demand deposits                6,049   12,090    3,020             21,159
   Regular savings                  6,026   18,076    6,026             30,128
   Certificates of
     deposit $100,000
     and over              1,316    3,176    4,685                       9,177
   Other certificates of
     deposit              13,723   33,212   21,556                      68,491
   Short-term borrowings   6,089                                         6,089
   Long-term debt                     320    2,107   15,288             17,715
                         ------   ------   ------   ------     -----   ------

   Total                  21,128   48,783   58,514   24,334            152,759
                         -------   -----   ------   ------     ------   ------

Discrete Gap               8,331  (33,043)  51,622   (2,222)    15,270  39,958

Cumulative Gap             8,331  (24,712)  26,910   24,688     39,958

Ratio of Cumulative Gap     4.32%  (12.82)%  13.96%   12.81%     20.73%
   to Total Earning Assets


     Table II  reflects  the  earlier of the  maturity  or  repricing  dates for
various  assets and  liabilities at March 31, 2000. In preparing the above table
no  assumptions  are made  with  respect  to loan  prepayments.  Loan  principal
payments are included in the earliest period in which the loan matures or can be
repriced.  Principal  payments on installment  loans scheduled prior to maturity
are  included  in the  period  of  maturity  or  repricing.  Proceeds  from  the
redemption  of  investments  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.


<PAGE> 15


Part II Other Information

Item 1. Legal Proceedings -               Not Applicable

Item 2. Changes in Securities -           Not Applicable

Item 3. Defaults Upon Senior Securities - Not Applicable

Item 4. Submission of Matters to a Vote
        of Security Holders -             Not applicable

Item 5. Other Information -               Not Applicable

Item 6. Exhibits and Reports on 8-K

        (a)  Exhibits

             3 i     Articles  of  Incorporation  of  F &  M  Bank  Corp.  are
                     incorporated  by  reference  to  Exhibits  to F & M  Bank
                     Corp.'s Form S14 filed February 17, 1984.

             3 ii    Bylaws of F & M Bank Corp. are  incorporated by reference
                     to  Exhibits  to  F &  M  Bank  Corp.'s  Form  S14  filed
                     February 17, 1984.

             21      Subsidiaries of the small business issuers are incorporated
                     by  reference  to Exhibits to F & M Bank  Corp.'s 1998 Form
                     10-KSB filed March 31, 2000.

             27      Financial Data Schedule attached.


        (b)  Reports on Form 8-K

             The  Company  did not file any  reports on Form 8-K for the quarter
             ending March 31, 2000.


<PAGE> 16


                                  EXHIBIT INDEX

Exhibit

 Index                                                            Page Number

  27       Financial Data Schedule for the quarter
           ending March 31, 2000                                      18


<PAGE> 17


                                    Signature

    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.



                                 JULIAN D. FISHER
                                 Julian D. Fisher
                                 President and Chief Executive Officer



                                 NEIL W. HAYSLETT
                                 Neil W. Hayslett
                                 Vice President and Chief Financial Officer

Date   May 11, 2000

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     This schedule contains summary financial information extracted from F & M
Bank Corp., Form 10Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER>                                    1,000

<S>                             <C>
<PERIOD-TYPE>                    3-MOS
<FISCAL-YEAR-END>                               DEC-31-2000
<PERIOD-START>                                  JAN-01-2000
<PERIOD-END>                                    MAR-31-2000
<CASH>                                          3,092
<INT-BEARING-DEPOSITS>                          1,309
<FED-FUNDS-SOLD>                                   99
<TRADING-ASSETS>                                    0
<INVESTMENTS-HELD-FOR-SALE>                    38,717
<INVESTMENTS-CARRYING>                          4,270
<INVESTMENTS-MARKET>                            4,173
<LOANS>                                       144,429
<ALLOWANCE>                                    (1,127)
<TOTAL-ASSETS>                                201,187
<DEPOSITS>                                    146,964
<SHORT-TERM>                                    6,089
<LIABILITIES-OTHER>                             4,603
<LONG-TERM>                                    17,715
                               0
                                         0
<COMMON>                                       12,267
<OTHER-SE>                                     13,549
<TOTAL-LIABILITIES-AND-EQUITY>                201,187
<INTEREST-LOAN>                                 3,089
<INTEREST-INVEST>                                 604
<INTEREST-OTHER>                                   30
<INTEREST-TOTAL>                                3,723
<INTEREST-DEPOSIT>                              1,345
<INTEREST-EXPENSE>                              1,675
<INTEREST-INCOME-NET>                           2,048
<LOAN-LOSSES>                                      29
<SECURITIES-GAINS>                                771
<EXPENSE-OTHER>                                 1,136
<INCOME-PRETAX>                                 1,913
<INCOME-PRE-EXTRAORDINARY>                      1,306
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    1,306
<EPS-BASIC>                                       .53
<EPS-DILUTED>                                     .53
<YIELD-ACTUAL>                                   4.55
<LOANS-NON>                                         0
<LOANS-PAST>                                    1,477
<LOANS-TROUBLED>                                    0
<LOANS-PROBLEM>                                     0
<ALLOWANCE-OPEN>                                1,090
<CHARGE-OFFS>                                       7
<RECOVERIES>                                       15
<ALLOWANCE-CLOSE>                               1,127
<ALLOWANCE-DOMESTIC>                            1,127
<ALLOWANCE-FOREIGN>                                 0
<ALLOWANCE-UNALLOCATED>                             0



</TABLE>


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