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 the quarterly period ended ~~March 31, 2022.~~June 30, 2022.

☐	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~~CORP.

Virginia

54-1280811

~~(State~~(State or Other Jurisdiction of

Incorporation or Organization)

~~(I.R.S.~~(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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 6,~~August 4, 2022
Common Stock, par value ‑ $5		~~3,451,612~~3,453,393 shares

F & M BANK CORP.

Index

		Page

Part I	Financial Information	3

Item 1.	Financial Statements	3

	Consolidated Balance Sheets – ~~March 31,~~June 30, 2022 and December 31, 2021	3

	Consolidated Statements of Income – Three Months Ended ~~March 31,~~June 30, 2022 and 2021	4

	Consolidated Statements of ~~Comprehensive (Loss)~~ Income – ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and 2021	5

	Consolidated Statements of ~~Changes in Stockholders’ Equity~~Comprehensive (Loss) Income – Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	6

	Consolidated Statements of ~~Cash Flows~~Changes in Stockholders’ Equity – Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	7

	Consolidated Statements of Cash Flows – Six Months Ended June 30, 2022 and 2021	9

	Notes to Consolidated Financial Statements	810

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3136

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4146

Item 4.	Controls and Procedures	4146

Part II	Other Information	4147

Item 1.	Legal Proceedings	4147

Item 1a.	Risk Factors	4147

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4147

Item 3.	Defaults upon Senior Securities	4147

Item 4.	Mine Safety Disclosures	4147

Item 5.	Other Information	4147

Item 6.	Exhibits	4147

Signatures		4248

Certifications

Table of Contents

Part I Financial Information

Item 1 Financial Statements

F & M BANK CORP.

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

	March 31,			December 31,			June 30,			December 31,
	2022			2021*			2022			2021*
	*(Unaudited)*						*(Unaudited)*
Assets
Cash and due from banks	$	13,586		$	8,516		$	13,556		$	8,516
Money market funds and interest-bearing deposits in other banks		2,796			2,938			268			2,938
Federal funds sold		31,994			76,667			3,430			76,667
Cash and cash equivalents		48,376			88,121			17,254			88,121

Securities:
Held to maturity, at amortized cost – fair value of $125 in 2022 and 2021, respectively		125			125			125			125
Available for sale, at fair value		461,822			403,882			446,823			403,882
Other investments		9,142			9,210			9,688			9,210
Loans held for sale, at fair value		2,479			4,887			5,449			4,887
Loans held for investment, net of deferred fees and costs		659,560			662,421			690,497			662,421
Less: allowance for loan losses		(7,389	)		(7,748	)		(7,798	)		(7,748	)
Net loans held for investment		652,171			654,673			682,699			654,673

Bank premises and equipment, net		18,684			17,063			18,901			17,063
Bank premises held for sale		300			300			300			300
Interest receivable		3,345			3,117			3,567			3,117
Goodwill		3,082			3,082			3,082			3,082
Bank owned life insurance		23,042			22,878			23,210			22,878
Other real estate owned								197			0
Other assets		15,691			12,004			20,257			12,004
Total assets	$	1,238,259		$	1,219,342
Total Assets							$	1,231,552		$	1,219,342
Liabilities
Deposits:
Noninterest bearing	$	298,676		$	280,993		$	291,728		$	280,993
Interest bearing		813,619			799,302			808,482			799,302
Total deposits		1,112,295			1,080,295			1,100,210			1,080,295

Short-term debt								30,000			0
Long-term debt		21,780			21,772			11,788			21,772
Other liabilities		16,199			16,819			17,604			16,819
Total liabilities		1,150,274			1,118,886			1,159,602			1,118,886

Commitments and contingencies

Stockholders’ Equity
Common stock, $5 par value, 6,000,000 shares authorized, 200,000 designated, 3,451,208 and 3,430,175 shares issued and outstanding (29,238 and 15,869 unvested restricted shares)		17,110			17,071
Common stock, $5 par value, 6,000,000 shares authorized, 200,000 designated, 3,453,393 and 3,430,175 shares issued and outstanding (29,238 and 15,869 unvested restricted shares)								17,121			17,071
Additional paid in capital – common stock		10,240			10,127			10,351			10,127
Retained earnings		79,986			78,350			80,878			78,350
Accumulated other comprehensive loss		(19,351	)		(5,092	)		(36,400	)		(5,092	)
Total stockholders’ equity		87,985			100,456			71,950			100,456
Total liabilities and stockholders’ equity	$	1,238,259		$	1,219,342		$	1,231,552		$	1,219,342

*2021 derived from audited consolidated financial statements.

See Notes to Consolidated Financial Statements

Table of Contents

F & M BANK CORP.

Consolidated Statements of Income

(Dollars in thousands)

(Unaudited)

Three Months Ended

March 31,

Interest and Dividend income

2022

2021

Interest and fees on loans held for investment

$ 7,510

$ 8,170

Interest and fees on loans held for sale

29

100

Interest from money market funds and federal funds sold

25

15

Interest on debt securities

1,497

461

Total interest and dividend income

9,061

8,746

Interest expense

Total interest on deposits

845

795

Interest from long-term debt

159

273

Total interest expense

1,004

1,068

Net interest income

8,057

7,678

(Recovery of) Loan Losses

(450 )

(725 )
Net Interest Income After (Recovery of) Loan Losses

8,507

8,403

Noninterest income

Service charges on deposit accounts

307

285

Investment services and insurance income, net

251

347

Mortgage banking income, net

742

1,672

Title insurance income

473

456

Income on bank owned life insurance

171

168

Low income housing partnership losses

(204 )

(215 )
ATM and check card fees

563

520

Other operating income

180

122

Total noninterest income

2,483

3,355

Noninterest expense

Salaries

3,637

3,296

Employee benefits

1,288

1,216

Occupancy expense

340

295

Equipment expense

286

277

FDIC insurance assessment

116

99

Advertising expense

178

136

Legal and professional fees

208

199

ATM and check card fees

298

257

Telecommunication and data processing expense

901

540

Directors fees

164

146

Bank franchise tax

174

173

Other operating expenses

960

1,052

Total noninterest expense

8,550

7,686

Income before income taxes

2,440

4,072

Income tax (benefit) expense

(88 )

271

Net Income

$ 2,528

$ 3,801

Dividends paid/accumulated on preferred stock

0

65

Net income available to common stockholders

$ 2,528

$ 3,736

					Three Months Ended
					June 30,
*Interest and Dividend income*					2022			2021
Interest and fees on loans held for investment					$	7,993		$	8,217
Interest and fees on loans held for sale						32			37
Interest from money market funds and federal funds sold						14			29
Interest on debt securities						1,970			536
Total interest and dividend income						10,009			8,819

*Interest expense*
Total interest on deposits						837			818
Interest from short-term debt						46			0
Interest from long-term debt						124			251
Total interest expense						1,007			1,069

*Net interest income*						9,002			7,750

*Provision for (Recovery of) Loan Losses*						600			(1,250	)
*Net Interest Income After Provision for (Recovery of) Loan Losses*						8,402			9,000

*Noninterest income*
Service charges on deposit accounts						274			254
Investment services and insurance income, net						198			180
Mortgage banking income, net						637			1,027
Title insurance income						366			595
Income on bank owned life insurance						173			165
Low income housing partnership losses						(204	)		(216	)
ATM and check card fees						632			600
Net investment securities (losses)						(97	)		0
Other operating income						292			481
Total noninterest income						2,271			3,086

*Noninterest expense*
Salaries						3,965			3,589
Employee benefits						1,137			1,056
Occupancy expense						346			343
Equipment expense						314			319
FDIC insurance assessment						165			105
Advertising expense						228			197
Legal and professional fees						215			246
ATM and check card fees						335			294
Telecommunication and data processing expense						685			582
Directors fees						129			112
Bank franchise tax						158			179
Impairment on long lived assets						0			171
Other operating expenses						1,076			1,251
Total noninterest expense						8,753			8,444

*Income before income taxes*						1,920			3,642
Income tax expense						131			422
*Net Income*					$	1,789		$	3,220
Dividends paid/accumulated on preferred stock						0			66
*Net income available to common stockholders*					$	1,789		$	3,154

*Per Common Share Data*
Net income – basic	$	0.74	$	1.17	$	0.51		$	0.98
Net income – diluted	$	0.74	$	1.11	$	0.51		$	0.93
Cash dividends on common stock	$	0.26	$	0.26		0.26			0.26
Weighted average common shares outstanding – basic		3,434,892		3,205,074		3,452,711			3,207,978
Weighted average common shares outstanding – diluted		3,434,892		3,433,192		3,452,711			3,413,305

See Notes to Consolidated Financial Statements

Table of Contents

F & M BANK CORP.

Consolidated Statements of ~~Comprehensive (Loss)~~ Income

(Dollars in thousands)

(Unaudited)

Three Months Ended March 31,

2022

2021

Net Income

$ 2,528

$ 3,801

Other comprehensive loss:

Unrealized holding losses on available-for sale securities

(18,049 )

(1,411 )
Tax effect

3,790

297

Unrealized holding losses, net of tax

(14,259 )

(1,114 )

Total other comprehensive loss

$
(14,259 )

$ (1,114 )

Total comprehensive (loss) income

$ (11,731 )

$ 2,687

	Six Months Ended
	June 30,
*Interest and Dividend income*	2022			2021
Interest and fees on loans held for investment	$	15,503		$	16,387
Interest and fees on loans held for sale		61			137
Interest from money market funds and federal funds sold		39			44
Interest on debt securities		3,467			997
Total interest and dividend income		19,070			17,565

*Interest expense*
Total interest on deposits		1,682			1,613
Interest from short-term debt		46			0
Interest from long-term debt		283			524
Total interest expense		2,011			2,137

*Net interest income*		17,059			15,428

*Provision for (Recovery of) Loan Losses*		150			(1,975	)
*Net Interest Income After Provision for (Recovery of) Loan Losses*		16,909			17,403

*Noninterest income*
Service charges on deposit accounts		581			539
Investment services and insurance income, net		449			527
Mortgage banking income, net		1,379			2,699
Title insurance income		839			1,051
Income on bank owned life insurance		344			333
Low-income housing partnership losses		(408	)		(431	)
ATM and check card fees		1,195			1,120
Net investment securities (losses)		(97	)		0
Other operating income		472			603
Total noninterest income		4,754			6,441

*Noninterest expense*
Salaries		7,602			6,885
Employee benefits		2,425			2,272
Occupancy expense		686			638
Equipment expense		600			596
FDIC insurance assessment		281			204
Advertising expense		406			333
Legal and professional fees		423			445
ATM and check card fees		633			551
Telecommunication and data processing expense		1,586			1,122
Directors fees		293			258
Bank franchise tax		332			352
Impairment of long-lived assets		0			171
Other operating expenses		2,036			2,303
Total noninterest expense		17,303			16,130

*Income before income taxes*		4,360			7,714
Income tax expense		43			693
*Net Income*	$	4,317		$	7,021
Dividends paid/accumulated on preferred stock		0			131
*Net income available to common stockholders*	$	4,317		$	6,890

*Per Common Share Data*
Net income – basic	$	1.25		$	2.15
Net income – diluted	$	1.25		$	2.04
Cash dividends on common stock		0.52			0.52
Weighted average common shares outstanding – basic		3,443,850			3,206,534
Weighted average common shares outstanding – diluted		3,443,850			3,434,652

See Notes to Consolidated Financial Statements

Table of Contents

F & M BANK CORP.

~~Condensed~~ Consolidated Statements of ~~Changes in Stockholders’ Equity~~Comprehensive (Loss) Income

(Dollars in thousands)

(Unaudited)

~~Three Months Ended March 31, 2022 and 2021.~~

Preferred
Stock

Common
Stock

Additional Paid in Capital

Retained
Earnings

Accumulated Other Comprehensive Loss

Total

Balance, December 31, 2020

$ 4,558

$ 16,017

$ 6,866

$ 71,205

$ (3,017 )

$ 95,629

Net income

0

0

0

3,801

0

3,801

Other comprehensive loss

0

0

0

0

(1,114 )

(1,114 )
Dividends on preferred stock ($.32 per share)

0

0

0

(65 )

0

(65 )
Dividends on common stock ($.26 per share)

0

0

0

(833 )

0

(833 )
Common stock issued (2,450 shares)

0

12

52

0

0

64

Common stock issued for Stock-based Compensation (1,332 shares)

0

7

29

0

0

36

Stock-based compensation expense

0

0

9

0

0

9

Balance, March 31, 2021

$ 4,558

$ 16,036

$ 6,956

$ 74,108

$ (4,131 )

$ 97,527

Balance, December 31, 2021

$ 0

$ 17,071

$ 10,127

$ 78,350

$ (5,092 )

$ 100,456

Net income

0

0

0

2,528

0

2,528

Other comprehensive loss

0

0

0

0

(14,259 )

(14,259 )
Dividends on common stock ($.26 per share)

0

0

0

(892 )

0

(892 )
Common stock issued (2,599 shares)

0

13

67

0

0

80

Common stock issued for Stock-based Compensation (5,065 shares)

0

26

29

0

0

55

Stock-based compensation expense

0

0

17

0

0

17

Balance, March 31, 2022

$ 0

$ 17,110

$ 10,240

$ 79,986

$ (19,351 )

$ 87,985

	Six Months Ended June 30,						Three Months Ended June 30,
	2022			2021			2022			2021

Net Income	$	4,317		$	7,021		$	1,789		$	3,220

Other comprehensive (loss) income:
Unrealized holding (losses) gains on available-for sale securities		(39,727	)		(1,057	)		(21,678	)		353
Tax effect		8,342			222			4,552			(74	)
Unrealized holding (losses) gains, net of tax		(31,385	)		(835	)		(17,126	)		279

Less:
Reclassifications adjustment for losses included in net income		97			0			97			0
Tax effect		20			0			20			0
Realized losses on sale of available-for sale securities, net		77			0			77			0

Total other comprehensive (loss) income		(31,308	)		(835	)		(17,049	)		279

Total comprehensive income	$	(26,991	)	$	6,186		$	(15,260	)	$	3,499

See Notes to Consolidated Financial Statements

Table of Contents

F & M BANK CORP.

Condensed Consolidated Statements of ~~Cash Flows~~Changes in Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

Three Months Ended March 31,

2022

2021

Cash flows from operating activities

Net income

$ 2,528

$ 3,801

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

283

293

Amortization of intangibles

9

17

Amortization of securities

6,174

239

Proceeds from loans held for sale originated

39,724

63,032

Loans held for sale originated

(36,881 )

(56,331 )
Gain on sale of loans held for sale originated

(435 )

(1,606 )
(Recovery of) loan losses

(450 )

(725 )
(Increase) decrease in interest receivable

(228 )

323

(Increase) in deferred taxes

(189 )

(189 )
Decrease in taxes payable

-

159

(Increase) decrease in other assets

(12 )

1,433

(Decrease) in accrued expenses

(318 )

(842 )
Amortization of limited partnership investments

204

215

Income from life insurance investment

(171 )

(168 )
Stock-based compensation expense

17

9

Net cash provided by operating activities

10,255

9,660

Cash flows from investing activities

Purchase of investments available for sale and other investments

(85,163 )

(71,076 )
Proceeds from maturity of investments available for sale

3,000

4,623

(Purchase) of proceeds from the redemption of restricted stock, net

(136 )

395

Net decrease in loans held for investment

2,952

1,910

Net decrease in loans held for sale participations

-

37,661

Net purchase of property and equipment

(1,904 )

(181 )
Net cash (used in) investing activities

(81,251 )

(26,668 )

Cash flows from financing activities

Net change in deposits

32,000

44,170

Dividends paid in cash

(892 )

(898 )
Proceeds from issuance of common stock

135

100

Amortization of debt issuance costs

8

0

Repayments of long-term debt

-

(1,043 )
Net cash provided by financing activities

31,251

42,329

Net (decrease) increase in Cash and Cash Equivalents

(39,745 )

25,321

Cash and cash equivalents, beginning of period

88,121

78,408

Cash and cash equivalents, end of period

$ 48,376

$ 103,729

Supplemental Cash Flow information:

Cash paid for: Interest

$ 1,244

$ 1,263

Cash paid for: Taxes

0

0

Supplemental non-cash disclosures:

Change in unrealized (loss) on securities available for sale, net of tax

$ (14,259 )

$ (1,411 )

Three Months Ended June 30, 2022 and 2021.

	Preferred Stock		Common Stock		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total

*Balance March 31, 2021*	$	4,558	$	16,036	$	6,956	$	74,108		$	(4,131	)	$	97,527
Net income		0		0		0		3,220			0			3,220
Other comprehensive income		0		0		0		0			279			279
Dividends on preferred stock ($.32 per share)		0		0		0		(66	)		0			(66	)
Dividends on common stock ($.26 per share)		0		0		0		(837	)		0			(837	)
Common stock issued (2,185 shares)		0		11		52		0			0			63
Stock-based compensation expense		0		0		26		0			0			26
*Balance, June 30, 2021*	$	4,558	$	16,047	$	7,034	$	76,425		$	(3,852	)	$	100,212

*Balance March 31, 2022*	$	0	$	17,110	$	10,240	$	79,986		$	(19,351	)	$	87,985
Net income		0		0		0		1,789			0			1,789
Other comprehensive (loss)		0		0		0		0			(17,049	)		(17,049	)
Dividends on common stock ($.26 per share)		0		0		0		(897	)		0			(897	)
Common stock issued (2,185 shares)		0		11		53		0			0			64
Stock-based compensation expense		0		0		58		0			0			58
*Balance, June 30, 2022*	$	0	$	17,121	$	10,351	$	80,878		$	(36,400	)	$	71,950

See Notes to Consolidated Financial Statements

Table of Contents

F & M BANK CORP.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

Six Months Ended June 30, 2022 and 2021.

	Preferred Stock		Common Stock		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total

*Balance, December 31, 2020*	$	4,558	$	16,017	$	6,866	$	71,205		$	(3,017	)	$	95,629
Net Income		0		0		0		7,021			0			7,021
Other comprehensive (loss)		0		0		0		0			(835	)		(835	)
Dividends on preferred stock ($.64 per share)		0		0		0		(131	)		0			(131	)
Dividends on common stock ($.52 per share)		0		0		0		(1,670	)		0			(1,670	)
Common stock issued (4,635 shares)		0		23		104		0			0			127
Common stock issued for Stock-based Compensation (1,332 shares)		0		7		29		0			0			36
Stock-based compensation expense		0		0		35		0			0			35
*Balance, June 30, 2021*	$	4,558	$	16,047	$	7,034	$	76,425		$	(3,852	)	$	100,212

*Balance, December 31, 2021*	$	0	$	17,071	$	10,127	$	78,350		$	(5,092	)	$	100,456
Net Income		0		0		0		4,317			0			4,317
Other comprehensive (loss)		0		0		0		0			(31,308	)		(31,308	)
Dividends on common stock ($.52 per share)		0		0		0		(1,789	)		0			(1,789	)
Common stock issued (4,784 shares)		0		24		120		0			0			144
Common stock issued for Stock-based Compensation (1,145 shares)		0		26		30		0			0			56
Stock-based compensation expense		0		0		74		0			0			74
*Balance, June 30, 2022*	$	0	$	17,121	$	10,351	$	80,878		$	(36,400	)	$	71,950

See Notes to Consolidated Financial Statements

Table of Contents

F & M BANK CORP.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Six Months Ended June 30,
	2022			2021
*Cash flows from operating activities*
Net income	$	4,317		$	7,021
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		562			595
Amortization of intangibles		19			33
Amortization of securities		13,690			495
Proceeds from loans held for sale originated		76,909			121,553
Loans held for sale originated		(76,266	)		(112,965	)
Gain on sale of loans held for sale originated		(1,205	)		(3,136	)
Provision for (Recovery of) loan losses		150			(1,975	)
(Increase) decrease in interest receivable		(450	)		250
(Increase) in deferred taxes		(253	)		(189	)
(Decrease) in taxes payable		0			(469	)
Decrease in other assets		42			1,159
Increase (decrease) in accrued expenses		1,059			(505	)
Amortization of limited partnership investments		408			443
Income from life insurance investment		(345	)		(333	)
Loss on the sale of investment securities		97			0
(Gain) on the sale of fixed assets		(10	)		0
Stock-based compensation expense		74			35
Loss on sale and valuation adjustments for other real estate owned and bank premises held for sale		0			171
Net cash provided by operating activities		18,798			12,183
*Cash flows from investing activities*
Purchase of investments available for sale and other investments		(108,057	)		(92,006	)
Proceeds from maturity of investments available for sale		3,000			8,699
Proceeds from the sale of investments available for sale		8,699			0
(Investment in) proceeds from the redemption of restricted stock, net		(886	)		395
Net (increase) decrease in loans held for investment		(28,373	)		600
Net decrease in loans held for sale participations		0			44,372
Proceeds from the sale of fixed assets		27			0
Net purchase of property and equipment		(2,417	)		(288	)
Proceeds from life insurance benefits		0			421
Cash received in branch acquisition (net of cash paid)		0			13,946
Net cash (used in) investing activities		(128,007	)		(23,861	)
*Cash flows from financing activities*
Net change in deposits		19,915			122,816
Net change in short-term debt		30,000			0
Dividends paid in cash		(1,789	)		(1,801	)
Proceeds from issuance of common stock		200			198
Amortization of debt issuance costs		16			16
Repayments of long-term debt		(10,000	)		(1,909	)
Net cash provided by financing activities		38,342			119,285
*Net (decrease) increase in Cash and Cash Equivalents*		(70,867	)		107,607
*Cash and cash equivalents, beginning of period*		88,121			78,408
*Cash and cash equivalents, end of period*	$	17,254		$	186,015
*Supplemental Cash Flow information:*
Cash paid for: Interest	$	2,162		$	2,187
Taxes	$	0		$	1,537
*Supplemental non-cash disclosures:*
Change in unrealized (loss) on securities available for sale	$	(39,630	)	$	(1,057	)
Transfer from loans to other real estate owned	$	197		$	0

Branch purchase:
Tangible assets acquired (net of cash received)	$	0		$	61
Identifiable intangible assets acquired	$	0		$	73
Liabilities assumed	$	0		$	14,044

See Notes to Consolidated Financial Statements

Table of Contents

Notes to the Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of Farmers & Merchants Bank, TEB Life Insurance Company, Farmers & Merchants Financial Services, Inc., VBS Mortgage, LLC (dba F&M Mortgage), and VSTitle, LLC and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Operating results for the three and six months ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).

The accompanying unaudited consolidated financial statements include the accounts of the Company, the Bank and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Nature of Operations

The Company, through its subsidiary Farmers & Merchants Bank (the “Bank”), operates under a charter issued by the Commonwealth of Virginia and provides commercial banking services. As a state chartered bank, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions and the Federal Reserve Bank. The Bank provides services to customers primarily in the counties of Rockingham, Shenandoah, and Augusta, and the cities of Harrisonburg, Staunton, Waynesboro and Winchester in Virginia. Services are provided at thirteen branch offices and a Dealer Finance Division. The Company offers insurance, mortgage lending, title insurance and financial services through its subsidiaries, TEB Life Insurance Company, Farmers & Merchants Financial Services, Inc. (“FMFS”), F&M Mortgage, and VSTitle, LLC (“VST”).

Basis of Presentation

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and fair value. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for fair presentation of the results of operations in these financial statements, have been made.

Risk and Uncertainties

The ~~coronavirus (“COVID-19”)~~COVID-19 pandemic ~~spread rapidly across~~has had a disruptive impact on the ~~world in~~U.S. and global economy since the first quarter of ~~2020~~2020. Since the pandemic is ongoing and ~~was declared~~dynamic, there are many uncertainties on the potential impacts to our customers, employees and vendors; as well as the economy as a ~~pandemic by~~whole. The Company carefully monitors economic impacts attributable to the World Health Organization. The government and private sector responses to contain its spread began to significantly affect our business operations in March 2020 with branch lobby closings, operations and administrative staff working remotelyCOVID-19 pandemic and the ~~use of virtual meetings. Branch lobbies were only open by appointment from March 2020~~potential impacts on the Company’s loan portfolio and their borrowers ability to ~~April 12, 2021 and from January 18, 2022 to March 7, 2022. The full impact of~~repay their loans.

As the COVID-19 ~~and~~pandemic continues, its ~~length~~magnitude and duration ~~remains uncertain at this time. The Company is closely monitoring the effects of the pandemic on our customers and loan portfolio.~~remain uncertain. The risks and uncertainties resulting from the pandemic may adversely ~~affect our~~the Company’s future ~~earnings, cash flows~~operational and financial condition, including among others, credit losses resulting from financial stress on borrowers, decreased demand for products and operational failures. In addition, significant assumptions, judgments, and estimates used in the preparation of our financial statements, including those associated with evaluations of goodwill for impairment, and allowance for loan losses, may be subject to adjustments in future periods due to the rapidly changing,performance; however, these remain highly uncertain and ~~unprecedented nature of the pandemic.~~

~~Table of Contents~~

~~Note 1. Summary of Significant Accounting Policies, continued~~cannot be predicted.

Reclassification

Certain reclassifications have been made to prior period amounts to conform to current period presentation. None of these reclassifications are considered material and have no impact on net income.

Table of Contents

Note 1. Summary of Significant Accounting Policies, continued

Earnings per Share

Accounting guidance specifies the computation, presentation and disclosure requirements for earnings per share (“EPS”) for entities with publicly held common stock or potential common stock such as options, warrants, convertible securities or contingent stock agreements if those securities trade in a public market. Basic EPS is computed by dividing net income available to common stockholders 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 common share calculation. All of the Company’s outstanding preferred stock was redeemed by the Company for cash or converted to common stock during the fourth quarter of 2021. Nonvested restricted shares are included in the computation of basic earnings per share as the holder is entitled to full shareholder benefits during the vesting period, including voting rights and sharing in nonforfeitable dividends.

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 (dollars in thousands):

	For the Three months ended		For the Three months ended		For the Six months ended		For the Three months ended		For the Six months ended		For the Three months ended
	March 31, 2022		March 31, 2021		June 30, 2022		June 30, 2022		June 30, 2021		June 30, 2021
Earnings available to common stockholders:
Net income	$	2,528	$	3,801	$	4,317	$	1,789	$	7,021	$	3,220
Preferred stock dividends		-		65		0		0		131		66
Net income available to common stockholders	$	2,528	$	3,736	$	4,317	$	1,789	$	6,890	$	3,154

The following table shows the effect of dilutive preferred stock conversion on the Company’s earnings per share for the periods indicated (dollars in thousands):

	Three months ended March 31, 2022						Three months ended March 31, 2021							Six months ended June 30, 2022						Six months ended June 30, 2021
	Income		Weighted Average Shares		Per Share Amounts		Income		Weighted Average Shares		Per Share Amounts			Income		Weighted Average Shares		Per Share Amounts		Income		Weighted Average Shares		Per Share Amounts
Basic EPS	$	2,528		3,434,892	$	0.74	$	3,736		3,205,074	$	1.17		$	4,317		3,443,850	$	1.25	$	6,890		3,206,534	$	2.15
Effect of Dilutive Securities:
Convertible Preferred Stock		-		-		-		65		228,118		(0.06	)		0		-		0		131		228,118		(0.11	)
Diluted EPS	$	2,528		3,434,892	$	0.74	$	3,801		3,433,192	$	1.11		$	4,317		3,443,850	$	1.25	$	7,021		3,434,652	$	2.04

	Three months ended June 30, 2022						Three months ended June 30, 2021
	Income		Weighted Average Shares		Per Share Amounts		Income		Weighted Average Shares		Per Share Amounts
Basic EPS	$	1,789		3,452,711	$	0.51	$	3,154		3,207,978	$	0.98
Effect of Dilutive Securities:
Convertible Preferred Stock		0		-		0		66		205,327		(0.05	)
Diluted EPS	$	1,789		3,452,711	$	0.51	$	3,220		3,413,305	$	0.93

Table of Contents

Note 2. Investment Securities

Investment securities available for sale are carried in the consolidated balance sheets at their approximate fair value. Investment securities held to maturity are carried in the consolidated balance sheets at their amortized cost at ~~March 31,~~June 30, 2022 and December 31, 2021 are as follows (dollars in thousands):

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

March 31, 2022

U. S. Treasuries

$ 125

$ -

$ -

$ 125

December 31, 2021

U. S. Treasuries

$ 125

$ -

$ -

$ 125

~~Table of Contents~~

~~Note 2. Investment Securities, continued~~

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
June 30, 2022
U. S. Treasuries	$	125	$	0	$	0	$	125
December 31, 2021
U. S. Treasuries	$	125	$	0	$	0	$	125

The amortized cost and fair value of securities available for sale are as follows (dollars in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2022
U. S. Government Treasuries	$	44,759	$	-	$	1,891	$	42,868
U. S. Government sponsored enterprises		163,460		-		4,920		158,540
June 30, 2022
U.S. Government treasuries									$	49,778	$	0	$	3,041	$	46,737
U.S. Government sponsored enterprises										168,464		0		12,315		156,149
Securities issued by States and political subdivisions in the U.S.		34,570		-		1,896		32,674		47,416		0		3,730		43,686
Mortgage-backed obligations of federal agencies		208,812		248		11,466		197,594		192,525		106		21,601		171,030
Corporate debt security		30,550		318		722		30,146		30,550		640		1,969		29,221
Total Securities Available for Sale	$	482,151	$	566	$	20,895	$	461,822	$	488,733	$	746	$	42,656	$	446,823

December 31, 2021
U. S. Government Treasuries	$	29,847	$	-	$	365	$	29,482
U. S. Government sponsored enterprises		134,466		-		752		133,714
U.S. Government treasuries									$	29,847	$	0	$	365	$	29,482
U.S. Government sponsored enterprises										134,466		0		752		133,714
Securities issued by States and political subdivisions of the U.S.		34,078		406		147		34,337		34,078		406		147		34,337
Mortgage-backed obligations of federal agencies		185,216		522		2,091		183,647		185,216		522		2,091		183,647
Corporate debt securities		22,555		372		225		22,702		22,555		372		225		22,702
Total Securities Available for Sale	$	406,162	$	1,300	$	3,580	$	403,882	$	406,162	$	1,300	$	3,580	$	403,882

The amortized cost and fair value of securities at ~~March 31,~~June 30, 2022, by contractual maturity are shown below (dollars in thousands). 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				Securities Held to Maturity				Securities Available for Sale
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value
Due in one year or less	$	125	$	125	$	4,835	$	4,797	$	125	$	125	$	4,833	$	4,789
Due after one year through five years		-		-		195,056		189,575		0		0		210,477		198,311
Due after five years		-		-		105,218		100,754		0		0		107,718		97,741
Due after ten years		-		-		177,042		166,696		0		0		165,705		145,982
Total	$	125	$	125	$	482,151	$	461,822	$	125	$	125	$	488,733	$	446,823

Table of Contents

~~There were no sales~~Note 2. Investment Securities, continued

The following table presents the gross realized gains and losses on and the proceeds from the sale of ~~available for sale~~ securities during the three and six months ended June 30, 2022 and 2021 (dollars in ~~the first quarter of 2022 or 2021.~~ thousands):

	Three Months Ended June 30, 2022			Six Month Ended June 30, 2022
Realized gains (losses):
Gross realized gains	$	0		$	0
Gross realized losses		(97	)		0
Net realized (losses)	$	(97	)	$	0
Proceeds from sales of securities	$	8,699		$	0

	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Realized gains (losses):
Gross realized gains	$	0	$	0
Gross realized (losses)		0		0
Net realized (losses)	$	0	$	0
Proceeds from sales of securities	$	0	$	0

Securities held that are U.S. Agency, Treasury, Government Sponsored Entities and Agency MBS carry an implicit government guarantee and are not subject to other than temporary impairment evaluation. Other securities were reviewed for impairment. The securities issued by States and political subdivisions in the U.S. were in an unrealized loss position for less than 12 months. ~~One~~Two bank subordinated debt ~~offering was~~offerings were in a loss position for 12 consecutive months and totaled ~~$489~~$1,132 thousand. The pricing services tend to not be exact on these offerings because of the marketability of the offering. The Company reviews the relevant ratios on each subordinated debt holding quarterly. Because management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions, no declines are currently deemed to be other than temporary.

A summary of unrealized losses (in thousands) and the length of time in a continuous loss position, by security type of June 30, 2022 and December 31, 2021 were as follows:

	Less than 12 Months				More than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2022
U.S. Government treasuries	$	38,025	$	1,843	$	8,711	$	1,198	$	46,736	$	3,041
U.S. Government sponsored enterprises		134,269		9,201		21,880		3,114		156,149		12,315
Securities issued by States and political subdivisions in the U.S.		43,686		3,730		0		0		43,686		3,730
Mortgage-backed obligations of federal agencies		131,930		17,112		34,388		4,489		166,318		21,601
Corporate debt security		19,749		1,851		1,132		118		20,881		1,969
Total	$	367,659	$	33,737	$	66,111	$	8,919	$	433,770	$	42,656

	Less than 12 Months				More than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2021
U.S. Government treasuries	$	29,481	$	365	$	0	$	0	$	29,481	$	365
U.S. Government sponsored enterprises		93,714		752		0		0		93,714		752
Securities issued by State and political subdivisions in the U.S.		13,308		147		0		0		13,308		147
Mortgage-backed obligations of federal agencies		126,501		1,871		10,074		220		136,575		2,091
Corporate debt security		8,825		225		0		0		8,825		225
Total	$	271,829	$	3,360	$	10,074	$	220	$	281,903	$	3,850

1013

Table of Contents

Note 2. Investment Securities, continued

~~A summary of unrealized losses (in thousands) and the length of time in a continuous loss position, by security type of March 31, 2022 and December 31, 2021 were as follows:~~

Less than 12 Months

More than 12 Months

Total

Fair
Value

Unrealized Losses

Fair
Value

Unrealized Losses

Fair
Value

Unrealized Losses

March 31, 2022

U. S. Government treasuries

$ 28,752

$ 1,074

$ 9,088

$ 817

$ 37,840

$ 1,891

U. S. Government sponsored enterprises

135,152

3,315

23,388

1,605

158,540

4,920

Securities issued by States and political subdivisions in the U.S.

32,674

1,896

-

-

32,674

1,896

Mortgage-backed obligations of federal agencies

129,236

8,898

31,274

2,568

160,510

11,466

Corporate debt security

15,339

711

489

11

15,828

722

Total

$ 341,153

$ 15,894

$ 64,239

$ 5,001

$ 405,392

$ 20,895

Less than 12 Months

More than 12 Months
Total

Fair
Value

Unrealized Losses

Fair
Value

Unrealized Losses

Fair
Value

Unrealized Losses

December 31, 2021

U. S. Government treasuries

$ 29,481

$ 365

$ -

$ -

$ 29,481

$ 365

U. S. Government sponsored enterprises

93,714

752

-

-

93,714

752

Securities issued by State and political subdivisions in the U. S.

13,308

147

-

-

13,308

147

Mortgage-backed obligations of federal agencies

126,501

1,871

10,074

220

136,575

2,091

Corporate debt securities

8,825

225

-

-

8,825

225

Total

$ 271,829

$ 3,360

$ 10,074

$ 220

$ 281,903

$ 3,850

As of ~~March 31,~~June 30, 2022, other investments consist of investments in thirteen low-income housing and historic equity partnerships (carrying basis of ~~$6,558)~~$6,354), stock in the Federal Home Loan Bank (carrying basis ~~$994)~~$1,744) and various other investments (carrying basis $1,590). The interests in low-income housing and historic equity partnerships have limited transferability and the interests in the other stocks are restricted as to sales. The fair values of these securities are estimated to approximate their carrying value as of ~~March 31,~~June 30, 2022. At ~~March 31,~~June 30, 2022, the Company was committed to invest an additional $961 in four low-income housing limited partnerships. These funds will be paid as requested by the general partner to complete the projects. This additional investment has been reflected in the above carrying basis and in other liabilities on the consolidated balance sheet. The Company does not have any pledged securities.

Note 3. Loans

Loans held for investment outstanding at ~~March 31,~~June 30, 2022 and December 31, 2021 are summarized as follows (in thousands):

2022

2021

Construction/Land Development

$ 72,248

$ 75,236

Farmland

65,503

66,344

Real Estate

138,620

139,552

Multi-Family

5,667

4,887

Commercial Real Estate

162,340

163,564

Home Equity – closed end

5,732

6,262

Home Equity – open end

45,415

44,247

Commercial & Industrial – Non-Real Estate

42,720

44,224

Consumer

7,529

8,036

Dealer Finance

111,237

107,346

Credit Cards

2,869

3,000

Gross loans
��

659,880

662,698

Less: Deferred loan fees, net of costs

(320 )

(277 )
Total

$ 659,560

$ 662,421

~~Table of Contents~~

~~Note 3. Loans, continued~~

	2022			2021
Construction/Land Development	$	71,212		$	75,236
Farmland		72,573			66,344
Real Estate		133,747			139,552
Multi-Family		8,548			4,887
Commercial Real Estate		172,680			163,564
Home Equity – closed end		5,524			6,262
Home Equity – open end		44,267			44,247
Commercial & Industrial – Non-Real Estate		50,689			44,224
Consumer		8,852			8,036
Dealer Finance		119,758			107,346
Credit Cards		3,051			3,000
Gross loans		690,901			662,698
Less: Deferred loan fees, net of costs		(404	)		(277	)
Total	$	690,497		$	662,421

The Company has pledged loans held for investment as collateral for borrowings with the Federal Home Loan Bank of Atlanta totaling ~~$163,070~~$161,729 and $163,326 as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The Company maintains a blanket lien on certain loans in its residential real estate, commercial and home equity portfolios.

Loans held for sale, at fair value consists of loans originated by F&M Mortgage for sale in the secondary market. The volume of loans fluctuates due to changes in secondary market rates, which affects demand for mortgage loans. Loans held for sale as of ~~March 31,~~June 30, 2022 and December 31, 2021 were ~~$2,479~~$5,449 and $4,887, respectively.

Table of Contents

Note 3. Loans, continued

The following is a summary of information pertaining to impaired loans (dollars in thousand):

	March 31, 2022						December 31, 2021						June 30, 2022						December 31, 2021
			Unpaid						Unpaid						Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related
	Investment(1)		Balance		Allowance		Investment		Balance		Allowance		Investment⁽¹⁾		Balance		Allowance		Investment⁽¹⁾		Balance		Allowance
Impaired loans without a valuation allowance:
Construction/Land Development	$	637	$	637	$	-	$	645	$	645	$	-	$	468	$	468	$	0	$	645	$	645	$	0
Farmland		2,215		2,215		-		2,286		2,286		-		2,165		2,165		0		2,286		2,286		0
Real Estate		2,384		2,384		-		2,748		2,748		-		2,331		2,331		0		2,748		2,748		0
Multi-Family		-		-		-		-		-		-		0		0		-		-		-		-
Commercial Real Estate		11,032		11,032		-		8,494		8,494		-		8,058		8,058		-		8,494		8,494		-
Home Equity – closed end		-		-		-		147		147		-		-		-		-		147		147		-
Home Equity – open end		-		-		-		-		-		-		-		-		-		-		-		-
Commercial & Industrial – Non-Real Estate		-		-		-		-		-		-		-		-		-		-		-		-
Consumer		-		-		-		5		5		-		-		-		-		5		5		-
Credit cards		-		-		-		-		-		-		-		-		-		-		-		-
Dealer Finance		15		15		-		12		12		-		12		12		-		12		12		-
		16,283		16,283		-		14,337		14,337		-		13,034		13,034		-		14,337		14,337		-
Impaired loans with a valuation allowance
Construction/Land Development		-		-		-		-		-		-		-		-		-		-		-		-
Farmland		-		-		-		-		-		-		-		-		-		-		-		-
Real Estate		1,495		1,495		113		1,172		1,172		119		1,546		1,546		34		1,172		1,172		119
Multi-Family		-		-		-		-		-		-		-		-		-		-		-		-
Commercial Real Estate		3,243		3,243		456		6,004		6,004		603		2,527		2,527		446		6,004		6,004		603
Home Equity – closed end		-		-		-		-		-		-		-		-		-		-		-		-
Home Equity – open end		-		-		-		-		-		-		-		-		-		-		-		-
Commercial & Industrial – Non-Real Estate		-		-		-		-		-		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-		-		-		-		-		-
Credit cards		-		-		-		-		-		-		-		-		-		-		-		-
Dealer Finance		54		54		13		95		95		14		77		77		3		95		95		14
		4,792		4,792		582		7,271		7,271		736		4,150		4,150		483		7,271		7,271		736
Total impaired loans	$	21,075	$	21,075	$	582	$	21,608	$	21,608	$	736	$	17,184	$	17,184	$	483	$	21,608	$	21,608	$	736

¹The Recorded Investment is defined as the original principal balance less principal payments, charge-offs and nonaccrual payments applied to principal.

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Note 3. Loans Held for Investment, continued

The following is a summary of the average investment and interest income recognized for impaired loans (dollars in thousands):

									Three Months Ended June 30,										Six Months Ended June 30,
	March 31, 2022				December 31, 2021				2022					2021					2022				2021
	Average Recorded		Interest Income		Average Recorded		Interest Income		Average Recorded		Interest Income			Average Recorded		Interest Income			Average Recorded		Interest Income		Average Recorded		Interest Income
	Investment		Recognized		Investment		Recognized		Investment		Recognized			Investment		Recognized			Investment		Recognized		Investment		Recognized
Impaired loans without a valuation allowance:
Construction/Land Development	$	641	$	6	$	984	$	29	$	553	$	4		$	1,280	$	3		$	601	$	10	$	1,222	$	16
Farmland		2,251		70		1,760		126		2,190		10			1,191		108			2,268		80		1,191		108
Real Estate		2,566		33		4,575		155		2,358		32			6,287		(52	)		2,654		65		3,985		87
Multi-Family		-		-		-		-		-		-			-		-			-		-		-		-
Commercial Real Estate		9,763		186		9,225		253		9,545		(31	)		9,940		102			8,291		155		5,558		123
Home Equity – closed end		74		-		414		18		-		-			674		6			81		-		684		11
Home Equity – open end		-		-		-		-		-		-			-		-			-		-		-		-
Commercial & Industrial – Non-Real Estate		-		-		2		-		-		-			4		-			-		-		7		-
Consumer		3		-		1		-		-		-			-		-			-		-		-		-
Credit Cards		-		-		-		-		-		-			-		-			-		-		-		-
Dealer Finance		14		-		14		1		14		1			15		1			14		1		17		1
		15,312		295		16,975		582		14,660		16			19,391		168			13,909		311		12,664		346
Impaired loans with a valuation allowance:
Construction/Land Development	$	-	$	-	$	-	$	-	$	-	$	-		$	-	$	-		$	-	$	-	$	131	$	-
Farmland		-		-		420		-		-		-			839		(59	)		-		-		876		-
Real Estate		1,334		16		1,399		45		1,521		18			1,621		22			1,363		34		5,456		32
Multi-Family		-		-		-		-		-		-			-		-			-		-		-		-
Commercial Real Estate		4,624		42		6,201		172		2,885		25			6,382		25			4,281		67		4,973		91
Home Equity – closed end		-		-		-		-		-		-			-		-			-		-		-		-
Home Equity – open end		-		-		-		-		-		-			-		-			-		-		76		-
Commercial & Industrial – Non-Real Estate		-		-		-		-		-		-			-		-			-		-		-		-
Consumer		-		-		-		-		-		-			-		-			-		-		1		-
Credit Card		-		-		-		-		-		-			-		-			-		-		-		-
Dealer Finance		75		1		112		9		66		3			124		2			90		4		135		5
		6,033		59		8,132		226		4,472		46			8,966		(10	)		5,734		105		11,648		128
Total Impaired Loans	$	21,345	$	354	$	25,107	$	808	$	19,132	$	62		$	28,357	$	158		$	19,643	$	416	$	24,312	$	474

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Note 3. Loans, continued

The following table presents the aging of the recorded investment of past due loans (dollars in thousands) as of ~~March 31,~~June 30, 2022 and December 31, 2021:

March 31, 2022	30-59 Days Past due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current			Total Loan Receivable			Non-Accrual Loans		Recorded Investment >90 days & accruing
June 30, 2022																			30-59 Days Past due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current			Total Loan Receivable			Non-Accrual Loans		Recorded Investment >90 days & accruing
Construction/Land Development	$	31	$	55	$	-	$	86	$	72,162		$	72,248		$	86	$	-	$	521	$	28	$	0	$	549	$	70,663		$	71,212		$	28	$	0
Farmland		20		-		-		20		65,483			65,503			1,259		-		0		332		0		332		72,241			72,573			1,218		0
Real Estate		873		124		366		1,363		137,257			138,620			551		-		1,636		34		142		1,812		131,935			133,747			402		0
Multi-Family		-		-		-		-		5,667			5,667			-		-		0		0		0		0		8,548			8,548			0		0
Commercial Real Estate		244		-		108		352		161,988			162,340			2,798		-		0		0		108		108		172,572			172,680			108		0
Home Equity – closed end		106		-		-		106		5,626			5,732			-		-		0		105		0		105		5,419			5,524			0		0
Home Equity – open end		333		-		7		340		45,075			45,415			-		7		431		167		0		598		43,669			44,267			0		0
Commercial & Industrial – Non- Real Estate		28		-		77		105		42,615			42,720			35		41		180		22		41		243		50,446			50,689			0		41
Consumer		16		-		-		16		7,513			7,529			-		-		23		0		0		23		8,829			8,852			0		0
Dealer Finance		477		146		-		623		110,614			111,237			22		-		572		125		95		792		118,966			119,758			95		0
Credit Cards		14		2		6		22		2,847			2,869			-		6		12		20		13		45		3,006			3,051			0		13
Less: Deferred loan fees, net of costs		-		-		-		-		(320	)		(320	)		-		-		0		0		0		0		(404	)		(404	)		0		0
Total	$	2,142	$	327	$	564	$	3,033	$	656,527		$	659,560		$	4,751	$	54	$	3,375	$	833	$	399	$	4,584	$	685,890		$	690,497		$	1,851	$	55

December 31, 2021	30-59 Days Past due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current			Total Loan Receivable			Non-Accrual Loans		Recorded Investment >90 days & accruing		30-59 Days Past due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current			Total Loan Receivable			Non-Accrual Loans		Recorded Investment >90 days & accruing
Construction/Land Development	$	360	$	41	$	38	$	439	$	74,797		$	75,236		$	302	$	-	$	360	$	41	$	38	$	439	$	74,797		$	75,236		$	302	$	0
Farmland		-		-		-		-		66,344			66,344			1,320		-		0		0		0		0		66,344			66,344			1,320		0
Real Estate		1,254		89		395		1,738		137,814			139,552			827		-		1,254		89		395		1,738		137,814			139,552			827		0
Multi-Family		-		-		-		-		4,887			4,887			-		-		0		0		0		0		4,887			4,887			0		0
Commercial Real Estate		-		-		108		108		163,456			163,564			2,975		-		0		0		108		108		163,456			163,564			2,975		0
Home Equity – closed end		53		-		-		53		6,209			6,262			-		-		53		0		0		53		6,209			6,262			0		0
Home Equity – open end		471		216		-		687		43,560			44,247			-		-		471		216		0		687		43,560			44,247			0		0
Commercial & Industrial – Non- Real Estate		35		1		43		79		44,145			44,224			-		43		35		1		43		79		44,145			44,224			0		43
Consumer		9		67		-		76		7,960			8,036			1		-		9		67		0		76		7,960			8,036			1		0
Dealer Finance		694		91		16		801		106,545			107,346			40		-		694		91		16		801		106,545			107,346			40		0
Credit Cards		16		-		-		16		2,984			3,000			-		-		16		0		0		16		2,984			3,000			0		0
Less: Deferred loan fees, net of costs		-		-		-		-		(277	)		(277	)		-		-		0		0		0		0		(277	)		(277	)		0		0
Total	$	2,892	$	505	$	600	$	3,997	$	658,424		$	662,421		$	5,465	$	43	$	2,892	$	505	$	600	$	3,997	$	658,424		$	662,421		$	5,465	$	43

On ~~March 31,~~June 30, 2022, other real estate owned included $197 of foreclosed residential real estate and on December 31, 2021, other real estate owned did not include any foreclosed residential real estate. The Company has ~~$366~~$122 thousand of consumer mortgages for which foreclosure was in process on ~~March 31,~~June 30, 2022.

Nonaccrual loans on ~~March 31,~~June 30, 2022 would have earned approximately ~~$54~~$28 thousand in interest income for the quarter had they been accruing loans.

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Note 4. Allowance for Loan Losses

A summary of changes in the allowance for loan losses (dollars in thousands) for ~~March 31,~~June 30, 2022 and December 31, 2021 is as follows:

March 31, 2022	Beginning Balance		Charge-offs		Recoveries		Provision			Ending Balance		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
June 30, 2022																Beginning Balance		Charge-offs		Recoveries		Provision			Ending Balance		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
Allowance for loan losses:
Construction/Land Development	$	977	$	-	$	-	$	(275	)	$	702	$	-	$	702	$	977	$	0	$	0	$	(97	)	$	880	$	0	$	880
Farmland		448		-		-		4			452		-		452		448		0		0		71			519		0		519
Real Estate		1,162		-		-		2			1,164		113		1,051		1,162		17		0		(14	)		1,131		34		1,097
Multi-Family		29		-		-		6			35		-		35		29		0		0		25			54		0		54
Commercial Real Estate		2,205		-		-		(112	)		2,093		456		1,637		2,205		0		0		98			2,303		446		1,857
Home Equity – closed end		41		-		-		(2	)		39		-		39		41		0		0		(2	)		39		0		39
Home Equity – open end		407		-		129		(162	)		374		-		374		407		0		130		(162	)		375		0		375
Commercial & Industrial – Non-Real Estate		288		1		30		(7	)		310		-		310		288		36		32		100			384		0		384
Consumer		520		21		11		13			523		-		523		520		24		14		(148	)		362		0		362
Dealer Finance		1,601		204		152		85			1,634		13		1,621		1,601		523		337		272			1,687		3		1,684
Credit Cards		70		12		7		(2	)		63		-		63		70		21		8		7			64		0		64
Total	$	7,748	$	238	$	329	$	(450	)	$	7,389	$	582	$	6,807	$	7,748	$	621	$	521	$	150		$	7,798	$	483	$	7,315

December 31, 2021	Beginning Balance		Charge-offs		Recoveries		Provision			Ending Balance		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Beginning Balance		Charge-offs		Recoveries		Provision			Ending Balance		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
Allowance for loan losses:
Construction/Land Development	$	1,249	$	-	$	307	$	(579	)	$	977	$	-	$	977	$	1,249	$	0	$	307	$	(579	)	$	977	$	0	$	977
Farmland		731		-		-		(283	)		448		-		448		731		0		0		(283	)		448		0		448
Real Estate		1,624		-		76		(538	)		1,162		119		1,043		1,624		0		76		(538	)		1,162		119		1,043
Multi-Family		54		-		-		(25	)		29		-		29		54		0		0		(25	)		29		0		29
Commercial Real Estate		3,662		-		19		(1,476	)		2,205		603		1,602		3,662		0		19		(1,476	)		2,205		603		1,602
Home Equity – closed end		55		-		-		(14	)		41		-		41		55		0		0		(14	)		41		-		41
Home Equity – open end		463		-		13		(69	)		407		-		407		463		-		13		(69	)		407		-		407
Commercial & Industrial – Non- Real Estate		363		40		37		(72	)		288		-		288
Commercial & Industrial – Non-Real Estate																	363		40		37		(72	)		288		-		288
Consumer		521		33		24		8			520		-		520		521		33		24		8			520		-		520
Dealer Finance		1,674		1,038		754		211			1,601		14		1,587		1,674		1,038		754		211			1,601		14		1,587
Credit Cards		79		54		29		16			70		-		70		79		54		29		16			70		-		70
Total	$	10,475	$	1,165	$	1,259	$	(2,821	)	$	7,748	$	736	$	7,012	$	10,475	$	1,165	$	1,259	$	(2,821	)	$	7,748	$	736	$	7,012

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Note 4. Allowance for Loan Losses, continued

The following table presents the recorded investment in loans (dollars in thousands) based on impairment method as of ~~March 31,~~June 30, 2022 and December 31, 2021:

March 31, 2022	Loan Receivable			Individually Evaluated for Impairment		Collectively Evaluated for Impairment
June 30, 2022									Loan Receivable			Individually Evaluated for Impairment		Collectively Evaluated for Impairment
Construction/Land Development	$	72,248		$	637	$	71,611		$	71,212		$	468	$	70,744
Farmland		65,503			2,215		63,288			72,573			2,165		70,408
Real Estate		138,620			3,879		134,741			133,747			3,877		129,870
Multi-Family		5,667			-		5,667			8,548			0		8,548
Commercial Real Estate		162,340			14,275		148,065			172,680			10,585		162,095
Home Equity – closed end		5,732			-		5,732			5,524			0		5,524
Home Equity –open end		45,415			-		45,415			44,267			0		44,267
Commercial & Industrial – Non-Real Estate		42,720			-		42,720			50,689			0		50,689
Consumer		7,529			-		7,529			8,852			0		8,852
Dealer Finance		111,237			69		111,168			119,758			89		119,669
Credit Cards		2,869			-		2,869			3,051			0		3,051
Gross loans		659,880			21,075		638,805			690,901			17,184		673,717
Less: Deferred loan fees, net of costs		(320	)		-		(320	)		(404	)		0		(404	)
Total	$	659,560		$	21,075	$	638,485		$	690,497		$	17,184	$	673,313

December 31, 2021	Loan Receivable			Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Loan Receivable			Individually Evaluated for Impairment		Collectively Evaluated for Impairment
Construction/Land Development	$	75,236		$	645	$	74,591		$	75,236		$	645	$	74,591
Farmland		66,344			2,286		64,058			66,344			2,286		64,058
Real Estate		139,552			3,920		135,632			139,552			3,920		135,632
Multi-Family		4,887			-		4,887			4,887			-		4,887
Commercial Real Estate		163,564			14,498		149,066			163,564			14,498		149,066
Home Equity – closed end		6,262			147		6,115			6,262			147		6,115
Home Equity –open end		44,247			-		44,247			44,247			-		44,247
Commercial & Industrial – Non-Real Estate		44,224			-		44,224			44,224			-		44,224
Consumer		8,036			5		8,031			8,036			5		8,031
Dealer Finance		107,346			107		107,239			107,346			107		107,239
Credit Cards		3,000			-		3,000			3,000			-		3,000
Gross Loans		662,698			21,608		641,090
Gross loans										662,698			21,608		641,090
Less: Deferred loan fees, net of costs		(277	)		-		(277	)		(277	)		-		(277	)
Total	$	662,421		$	21,608	$	640,813		$	662,421		$	21,608	$	640,813

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Note 4. Allowance for Loan Losses, continued

The following table shows the Company’s loan portfolio broken down by internal loan grade (dollars in thousands) as of ~~March 31,~~June 30, 2022 and December 31, 2021:

March 31, 2022	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
June 30, 2022																				Grade 1 Minimal Risk		Grade 2 Modest Risk		Grade 3 Average Risk		Grade 4 Acceptable Risk		Grade 5 Marginally Acceptable		Grade 6 Watch		Grade 7 Substandard		Grade 8 Doubtful		Total
Construction/Land Development	$	-	$	5	$	10,237	$	42,138	$	18,116	$	1,666	$	86	$	-	$	72,248		$	0	$	5	$	11,182	$	39,977	$	18,463	$	1,557	$	28	$	0	$	71,212
Farmland		56		284		6,541		42,425		13,409		1,529		1,259		-		65,503			55		283		9,519		42,734		16,916		1,848		1,218		0		72,573
Real Estate		-		893		29,446		64,516		28,028		11,129		4,608		-		138,620			0		694		26,840		65,846		27,333		8,598		4,436		0		133,747
Multi-Family		-		-		1,007		2,838		1,700		122		-		-		5,667			0		0		992		5,315		2,120		121		0		0		8,548
Commercial Real Estate		-		1,250		31,985		71,222		41,352		3,890		12,641		-		162,340			0		1,350		37,964		77,168		31,341		15,199		9,658		0		172,680
Home Equity – closed end		-		58		1,051		2,968		685		970		-		-		5,732			0		55		983		2,804		672		1,010		0		0		5,524
Home Equity – open end		-		1,336		17,138		22,957		2,278		1,484		222		-		45,415			0		1,346		17,430		21,853		1,927		1,494		217		0		44,267
Commercial & Industrial -Non-Real Estate		14		996		9,704		23,440		7,927		543		96		-		42,720			25		1,186		12,133		29,606		6,350		1,330		59		0		50,689
Consumer (excluding dealer)		18		276		3,420		3,598		149		68		-		-		7,529
Consumer																					26		368		3,451		4,769		171		67		0		0		8,852
Gross Loans	$	88	$	5,098	$	110,529	$	276,102	$	113,644	$	21,401	$	18,912	$	-	$	545,774		$	106	$	5,287	$	120,494	$	290,072	$	105,293	$	31,224	$	15,616	$	0	$	568,092
Less: Deferred loan fees, net of costs																		(320	)																		(404	)
Total																	$	545,454																		$	567,688

											Credit Cards		Dealer Finance
Performing											$	2,863	$	111,215
Non-performing												6		22
Total											$	2,869	$	111,237

	Credit Cards		Dealer Finance
Performing	$	3,038	$	119,663
Non-performing		13		95
Total	$	3,051	$	119,758

1720

Table of Contents

Note 4. Allowance for Loan Losses, continued

December 31, 2021	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			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	$	-	$	6	$	9,952	$	43,861	$	19,457	$	1,658	$	302	$	-	$	75,236		$	0	$	6	$	9,952	$	43,861	$	19,457	$	1,658	$	302	$	0	$	75,236
Farmland		56		291		6,804		42,615		13,620		1,638		1,320		-		66,344			56		291		6,804		42,615		13,620		1,638		1,320		0		66,344
Real Estate		-		1,128		30,268		61,940		28,895		12,462		4,859		-		139,552			0		1,128		30,268		61,940		28,895		12,462		4,859		0		139,552
Multi-Family		-		-		1,021		2,586		1,154		126		-		-		4,887			0		0		1,021		2,586		1,154		126		0		0		4,887
Commercial Real Estate		-		2,124		36,308		72,414		35,444		4,428		12,846		-		163,564			0		2,124		36,308		72,414		35,444		4,428		12,846		0		163,564
Home Equity – closed end		-		61		1,268		3,103		762		1,068		-		-		6,262			0		61		1,268		3,103		762		1,068		0		0		6,262
Home Equity – open end		-		1,293		17,333		21,296		2,477		1,632		216		-		44,247			0		1,293		17,333		21,296		2,477		1,632		216		0		44,247
Commercial & Industrial - Non-Real Estate		-		1,001		7,562		21,527		13,538		533		63		-		44,224			0		1,001		7,562		21,527		13,538		533		63		0		44,224
Consumer (excluding dealer)		10		522		2,919		3,526		980		79		-		-		8,036
Consumer																					10		522		2,919		3,526		980		79		0		0		8,036
Gross loans	$	66	$	6,426	$	113,435	$	272,868	$	116,327	$	23,624	$	19,606	$	-	$	552,352		$	66	$	6,426	$	113,435	$	272,868	$	116,327	$	23,624	$	19,606	$	-	$	552,352
Less: Deferred loan fees, net of costs																		(277	)																		(277	)
Total																	$	552,075																		$	552,075

											Credit Cards		Dealer Finance
Performing											$	3,000	$	107,330
Non-performing												-		16
Total											$	3,000	$	107,346

	Credit Cards		Dealer Finance
Performing	$	3,000	$	107,330
Non-performing		-		16
Total	$	3,000	$	107,346

Description of internal 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 be covered through additional long-term debt. Employment (or business) stability is reasonable, but future trends may exhibit slight weakness. Credit history is good. No unpaid judgments or collection items appearing on credit report.

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

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

1821

Table of Contents

Note 4. Allowance for Loan Losses, continued

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.

Credit card and dealer finance loans are classified as performing or nonperforming. A loan is nonperforming when payments of principal and interest are past due 90 days or more.

Note 5. Employee Benefit Plan

The Bank has a qualified noncontributory defined benefit pension plan which covers substantially all of its full-time employees hired before April 1, 2012. The benefits are primarily based on years of service and earnings. The Company uses December 31^st as the measurement date for the defined benefit pension plan. The Bank does not expect to contribute to the pension plan in 2022.

The following is a summary of net periodic pension costs for the three and six month periods ended ~~March 31,~~June 30, 2022 and 2021 (dollars in thousands):

	Three Months Ended						Six Months Ended						Three Months Ended
	March 31, 2022			March 31, 2021			June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Service cost	$	190		$	216		$	380		$	606		$	190		$	216
Interest cost		104			95			208			314			104			95
Expected return on plan assets		(195	)		(198	)		-			(55	)		-			(198	)
Amortization of prior service cost								(390	)		(9	)		(195	)		-
Amortization of net loss		58			72			116			166			58			72
Net periodic pension cost	$	157		$	185		$	314		$	1,022		$	157		$	185

Note 6. Fair Value

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.

Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Accounting guidance for fair value excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The Company records fair value adjustments to certain assets and liabilities and determines fair value disclosures utilizing a definition of fair value of assets and liabilities that states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Additional considerations are involved to determine the fair value of financial assets in markets that are not active.

1922

Table of Contents

Note 6. Fair Value, continued

The Company uses a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy based on these two types of inputs are as follows:

Level 1 –	–	Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 –	–	Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 –	–	Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

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. The carrying value of restricted Federal Reserve Bank and Federal Home Loan Bank stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table.

Loans Held for Sale

The Company uses the fair value accounting for its entire portfolio of originated loans held for sale in accordance with ASC 820 – Fair Value Measurement and Disclosures. Fair value of the Company’s originated loans held for sale through F&M Mortgage is based on observable market prices for similar instruments traded in the secondary mortgage loan markets in which the Company conducts business. The Company’s portfolio of loans held for sale through F&M Mortgage is classified as Level 2. Gains and losses on the sale of loans are recorded within mortgage banking income, net on the Consolidated Statements of Income.

Derivative assets – IRLCs

The Company recognizes IRLCs at fair value based on the price of the underlying loans obtained from an investor for loans that will be delivered on a best-efforts basis while taking into consideration the probability that the rate lock commitments will close. All of the Company’s IRLCs are classified as Level 2.

Derivative Asset/Liability – Forward Sale Commitments

The Company uses the fair value accounting for its forward sales commitments related to IRLCs and LHFS. Best efforts sales commitments are entered into for loans intended for sale in the secondary market at the time the borrower commitment is made. The best efforts commitments are valued using the committed price to the counter-party against the current market price of the interest rate lock commitment or mortgage loan held for sale. All the Company’s forward sale commitments are classified Level 2.

Derivative Asset/Liability – Indexed Certificate of Deposit

The Company’s derivatives, which are associated with the Indexed Certificate of Deposit (ICD) product once offered, are recorded at fair value based on third party vendor supplied information using discounted cash flow analysis from observable-market based inputs, which are considered Level 2 inputs. This product is no longer offered ~~however there are a few~~and the remaining certificates of deposits ~~that have not matured.~~matured in the three months ending June 30, 2022.

2023

Table of Contents

Note 6. Fair Value, continued

The following tables present the balances of financial assets and liabilities measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2022 and December 31, 2021 (dollars in thousands):

March 31, 2022

Total

Level 1

Level 2

Level 3

Assets:

Loans held for sale, F&M Mortgage

$ 2,479

$ 0

$ 2,479

$ 0

U. S. Treasury securities

42,868

0

42,868

0

U. S. Government sponsored enterprises

158,540

0

158,540

0

Securities issued by States and political subdivisions in the U. S.

32,674

0

32,674

0

Mortgage-backed obligations of federal agencies

197,594

0

197,594

0

Corporate debt securities

30,146

0

30,146

0

Forward Sales Commitments

637

0

637

0

Assets at Fair Value

$ 464,938

$ 0

$ 464,938

$ 0

Liabilities:

Derivatives - ICD

$ 3

$ 0

$ 3

$ 0

IRLC

262

0

262

0

Liabilities at Fair Value

$ 265

$ 0

$ 265

$ 0

December 31, 2021	Total		Level 1		Level 2		Level 3
June 30, 2022									Total		Level 1		Level 2		Level 3
Assets:
Loans held for sale, F&M Mortgage	$	4,887	$	0	$	4,887	$	0	$	5,449	$	-	$	5,449	$	-
IRLC		258		0		258		0
U. S. Treasury securities		29,482		0		29,482		0		46,737		-		46,737		-
U.S. Government sponsored enterprises		133,714		0		133,714		0
Securities issued by States and political subdivisions of the US		34,337		0		34,337		0
U. S. Government sponsored enterprises										156,149		-		156,149		-
Securities issued by States and political subdivisions in the U. S.										43,686		-		43,686		-
Mortgage-backed obligations of federal agencies		183,647		0		183,647		0		171,030		-		171,030		-
Corporate debt securities		22,702		0		22,702		0		29,221		-		29,221		-
Forward sales commitments		112		0		112		0
Forward Sales Commitments										535		-		535		-
Assets at Fair Value	$	409,139	$	0	$	409,139	$	0	$	452,807	$	-	$	452,807	$	-

Liabilities:
Derivatives – ICD	$	3	$	0	$	3	$	0
IRLC									$	273	$	-	$	273	$	-
Liabilities at Fair Value	$	3	$	0	$	3	$	0	$	273	$	-	$	273	$	-

December 31, 2021	Total		Level 1		Level 2		Level 3
Assets:
Loans held for sale, F&M Mortgage	$	4,887	$	-	$	4,887	$	-
IRLC		258		-		258		-
U.S. Government treasuries		29,482		-		29,482		-
U.S. Government sponsored enterprises		133,714		-		133,714		-
Securities issued by States and political subdivisions of the US		34,337		-		34,337		-
Mortgage-backed obligations of federal agencies		183,647		-		183,647		-
Corporate debt securities		22,702		-		22,702		-
Forward sales commitments		112		-		112		-
Assets at Fair Value	$	409,139	$	-	$	409,139	$	-

Liabilities:
Derivatives – ICD	$	3	$	-	$	3	$	-
Liabilities at Fair Value	$	3	$	-	$	3	$	-

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements:

Assets Held for Sale

Assets held for sale were transferred from bank premises at the lower of cost less accumulated depreciation or fair value at the date of transfer. The Company periodically evaluates the value of assets held for sale and records an impairment charge for any subsequent declines in fair value less selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the assets held for sale as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the asset held for sale as nonrecurring Level 3.

2124

Table of Contents

Note 6. Fair Value, continued

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. Troubled debt restructurings are impaired loans. Impaired loans are measured at fair value on a nonrecurring basis. If an individually-evaluated impaired loan’s balance exceeds fair value, the amount is allocated to the allowance for loan losses. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

The fair value of an impaired loan and measurement of associated loss is based on one of three methods: the observable market price of the loan, the present value of projected cash flows, or the fair value of the collateral. The observable market price of a loan is categorized as a Level 1 input. The present value of projected cash flows method results in a Level 3 categorization because the calculation relies on the Company’s judgment to determine projected cash flows, which are then discounted at the current rate of the loan, or the rate prior to modification if the loan is a troubled debt restructure.

Loans measured using the fair value of collateral method are categorized in Level 3. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. Most collateral is real estate. The Company bases collateral method fair valuation upon the “liquidation” value of independent appraisals or evaluations. The value of real estate collateral is determined by an independent appraisal utilizing an income or market valuation approach. ~~The Company discounts appraised value by estimated selling costs to arrive at net fair value.~~ Appraisals conducted by an independent, licensed appraiser outside of the Company as observable market data is categorized as Level 3. The value of business equipment is based upon an outside appraisal (Level 3) if deemed significant, or the net book value on the applicable business’ financial statements (Level 3) if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).

As of ~~March 31,~~June 30, 2022 and December 31, 2021, the fair value measurements for impaired loans with specific allocations were primarily based upon the fair value of the collateral.

~~The following table summarizes the Company’s financial assets that were measured at fair value on a nonrecurring basis during the period (dollars in thousands):~~

March 31, 2022

Total

Level 1

Level 2

Level 3

Real Estate

$ 1,382

$ -

$ -

$ 1,382

Commercial Real Estate

2,787

-

-

2,787

Dealer Finance

41

-

-

41

Impaired loans

$ 4,210

$ -

$ -

$ 4,210

Bank premises held for sale

$ 300

$ -

$ -

$ 300

December 31, 2021

Total

Level 1

Level 2

Level 3

Real Estate

$ 1,053

$ -

$ -

$ 1,053

Commercial Real Estate

5,401

-

-

5,401

Dealer Finance

81

-

-

81

Impaired loans

$ 6,535

$ -

$ -

$ 6,535

Bank premises held for sale

$ 300

$ -

$ -

$ 300

~~The following table presents information about Level 3 Fair Value Measurements for March 31, 2022 (dollars in thousands):~~

Fair Value at March 31, 2022

Valuation
Technique

Significant
Unobservable Inputs

Range

Impaired Loans

$ 4,210

Discounted appraised value

Discount for selling costs and marketability

14.00%-32.92% (Average 22.97%)

~~Table of Contents~~

~~Note 6. Fair Value, continued~~

~~Impaired Loans, continued~~

~~The following table presents information about Level 3 Fair Value Measurements for December 31, 2021 (dollars in thousands):~~

Fair Value at
December 31, 2021

Valuation
Technique

Significant
Unobservable Inputs

Range

Impaired Loans

$ 6,535

Discounted appraised value

Discount for selling costs and marketability

11.76%-28.00% (Average 17.31%)

Other Real Estate Owned

Certain assets such as other real estate owned (OREO) are measured at fair value less cost to sell. Valuation of other real estate owned is determined using current appraisals from independent parties, a ~~Level 2~~level two input. If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level 3 estimates. If the Company markets the property with a realtor, estimated selling costs reduce the fair value, resulting in a valuation based on Level 3 inputs.

The Company markets other real estate owned and assets held for sale both independently and with local realtors. Properties marketed by realtors are discounted by selling costs. Properties that the Company markets independently are not discounted by selling costs.

The ~~Company did not have any~~following table summarizes the Company’s other real estate owned and assets held for sale that were measured at fair value on a nonrecurring basis as of ~~March 31,~~June 30, 2022 and December 31, ~~2021.~~2021 (dollars in thousands).

Table of Contents

Note 6. Fair Value, continued

The following table summarizes the Company’s financial assets that were measured at fair value on a nonrecurring basis during the period (dollars in thousands):

June 30, 2022	Total		Level 1		Level 2		Level 3
Real Estate	$	1,512	$	-	$	-	$	1,512
Commercial Real Estate		2,081		-		-		2,081
Dealer Finance		74		-		-		74
Impaired loans	$	3,667	$	-	$	-	$	3,667
Bank premises held for sale	$	300	$	-	$	-	$	300
Other real estate owned	$	197	$	-	$	-	$	197

December 31, 2021	Total		Level 1		Level 2		Level 3
Real Estate	$	1,053	$	-	$	-	$	1,053
Commercial Real Estate		5,401		-		-		5,401
Dealer Finance		81		-		-		81
Impaired loans	$	6,535	$	-	$	-	$	6,535
Bank premises held for sale	$	300	$	-	$	-	$	300
Other real estate owned	$	-	$	-	$	-	$	-

The following table presents information about Level 3 Fair Value Measurements for June 30, 2022 and December 31, 2021 (dollars in thousands):

		Fair Value at June 30, 2022	Valuation Technique	Significant Unobservable Inputs	Range
Impaired Loans	$	3,667	Discounted appraised value	Discount for selling costs and marketability	14.00%-32.92% (Average 22.97%)
Bank premises held for sale		300	Contract value	Discount for selling costs and marketability	n/a
Other real estate owned		197	Discounted appraised value	Discount for selling costs and marketability	6.00% (Average 6.00%)

		Fair Value at December 31, 2021	Valuation Technique	Significant Unobservable Inputs	Range
Impaired Loans	$	6,535	Discounted appraised value	Discount for selling costs and marketability	11.76%-28.00% (Average 17.31%)
Bank premises held for sale		300	Contract value	Discount for selling costs and marketability	n/a
Other real estate owned		-	-	-	-

Note 7. Disclosures about Fair Value of Financial Instruments

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,~~June 30, 2022 and December 31, 2021. Fair values for ~~March 31,~~June 30, 2022 and December 31, 2021 are estimated under the exit price notion in accordance with the prospective adoption of ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.

~~The estimated fair values, and related carrying amounts (dollars in thousands), of the Company’s financial instruments are as follows (dollars in thousands):~~

Fair Value Measurements at March 31, 2022 Using

Carrying Amount

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Fair Value at March 31, 2022

Assets:

Cash and cash equivalents

$ 48,376

$ 48,376

$ -

$ -

$ 48,376

Securities

461,947

-

461,947

-

461,947

Loans held for sale

2,479

-

2,479

-

2,479

Loans held for investment, net

659,560

-

-

646,369

646,369

Interest receivable

3,345

-

3,345

-

3,345

Bank owned life insurance

23,042

-

23,042

-

23,042

Forward sales commitments

637

-

637

-

637

Total

$ 1,199,386

$ 48,376

$ 491,450

$ 646,369

$ 1,186,195

Liabilities:

Deposits

$ 1,112,295

$ -

$ 1,004,305

$ 117,811

$ 1,122,116

Long-term debt

21,780

-

-

22,105

22,105

IRLC

262

-

262

-

262

Interest payable

251

-

251

-

251

Total

$ 1,134,588

$ -

$ 1,004,818

$ 139,916

$ 1,144,734

2326

Table of Contents

Note 7. Disclosures about Fair Value of Financial Instruments, continued

Fair Value Measurements at December 31, 2021 Using

Carrying Amount

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Fair Value at December 31, 2021

Assets:

Cash and cash equivalents

$ 88,121

$ 88,121

$ -

$ -

$ 88,121

Securities

404,007

-

404,007

-

404,007

Loans held for sale

4,887

-

4,887

-

4,887

IRLC

258

-

258

-

258

Loans held for investment, net

662,421

-

-

652,096

652,096

Interest receivable

3,117

-

3,117

-

3,117

Bank owned life insurance

22,878

-

22,878

-

22,878

Forward sales commitments

112

-

112

-

112

Total

$ 1,185,801

$ 88,121

$ 435,259

$ 652,096

$ 1,175,476

Liabilities:

Deposits

$ 1,080,295

$ -

$ 968,604

$ 123,718

$ 1,092,322

Long-term debt

21,772

-

-

22,443

22,443

Interest payable

491

-

491

-

491

Total

$ 1,102,558

$ -

$ 969,095

$ 146,161

$ 1,115,256

The estimated fair values, and related carrying amounts (dollars in thousands), of the Company’s financial instruments are as follows (dollars in thousands):

	Fair Value Measurements at June 30, 2022 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at June 30, 2022
Assets:
Cash and cash equivalents	$	17,254	$	17,254	$	-	$	-	$	17,254
Securities		446,948		-		446,948		-		446,948
Loans held for sale		5,449		-		5,449		-		5,449
Loans held for investment, net		690,497		-		-		676,687		676,687
Interest receivable		3,567		-		3,567		-		3,567
Bank owned life insurance		23,210		-		23,210		-		23,210
Forward sales commitments		535		-		535		-		535
Total	$	1,187,460	$	17,254	$	479,709	$	676,687	$	1,173,650
Liabilities:
Deposits	$	1,100,210	$	-	$	980,822	$	116,563	$	1,097,385
Short-term debt		30,000		-				30,015		30,015
Long-term debt		11,788		-		-		11,890		11,890
IRLC		273		-		273				273
Interest payable		341		-		341		-		341
Total	$	1,142,612	$	-	$	981,436	$	158,468	$	1,139,904

	Fair Value Measurements at December 31, 2021 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31, 2021
Assets:
Cash and cash equivalents	$	88,121	$	88,121	$	-	$	-	$	88,121
Securities		404,007		-		404,007		-		404,007
Loans held for sale		4,887		-		4,887		-		4,887
IRLC		258		-		258		-		258
Loans held for investment, net		662,421		-		-		652,096		652,096
Interest receivable		3,117		-		3,117		-		3,117
Bank owned life insurance		22,878		-		22,878		-		22,878
Forward sales commitments		112		-		112		-		112
Total	$	1,185,801	$	88,121	$	435,259	$	652,096	$	1,175,476
Liabilities:
Deposits	$	1,080,295	$	-	$	956,439	$	123,718	$	1,080,157
Long-term debt		21,772		-		-		22,443		22,443
Interest payable		491		-		491		-		491
Total	$	1,102,558	$	-	$	956,930	$	146,161	$	1,103,091

Note 8. Troubled Debt Restructuring

InAs of June 30, 2022, the ~~determination~~Company had TDRs totaling $4,205 with an estimated allowance of ~~the allowance for loan losses, management considers troubled debt restructurings and subsequent defaults in these restructurings by adjusting the loan grades~~$124. As of such loans, which are considered in the qualitative factors within the allowance. Defaults resulting in charge-offs affect the historical loss experience ratios which are a component of the allowance for loan loss methodology. Additionally, specific reserves may be established on restructured loans which are evaluated individually for impairment.

During the three months ended March 31, 2022, there was one loan modification that was considered to be troubled debt restructurings. The modification was due to a revision to the amortization schedule.

Three months ended March 31, 2022 (dollars in thousands):

Troubled Debt Restructurings

Number of Contracts

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment

Real Estate

1

$
164

$
164

~~On March 31, 2022, there were no loans restructured in the previous 12 months in default or on nonaccrual status. A restructured loan is considered in default when it becomes 90 days past due.~~

~~During the three months ended March~~December 31, 2021, ~~there was one loan modification that was considered to be troubled debt restructurings. The modifications included a partial release~~the Company had TRDs totaling $5,138 with an estimated allowance of ~~the collateral.~~

Three months ended March 31, 2021 (dollars in thousands):

Troubled Debt Restructurings

Number of Contracts

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment

Real Estate

1

$ 110

$ 110

~~On March 31, 2021, there were no loans restructured in the previous 12 months in default or on nonaccrual status. A restructured loan is considered in default when it becomes 90 days past due.~~$167.

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Table of Contents

Note 8. Troubled Debt Restructuring, continued

Troubled debt restructurings include modifications of interest rates, 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. All loans that are considered to be TDRs are reviewed for impairment in accordance with the Company’s ALLL methodology. The Company considers loans placed on nonaccrual status or 90 days past due to be nonperforming. There were no nonperforming TDRs at June 30, 2022 and December 31, 2021.

The following table shows, by modification type, TDRs that occurred during the three and six months ended June 30, 2022 and 2021 (dollars in thousands):

	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
	No. of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		No. of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Change in terms		-	$	-	$	-		1	$	164	$	164
Extended maturity		3		50		50		3		50		50
Total		3	$	50	$	50		4	$	214	$	214

	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	No. of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		No. of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Change in terms		1	$	986	$	986		2	$	1,096	$	1,096
Total		1	$	986	$	986		2	$	1,096	$	1,096

Note 9. Accumulated Other Comprehensive Loss

The following tables present components of accumulated other comprehensive loss for the periods stated (dollars in thousands).

	For the three months ended June 30, 2022
	Unrealized Securities Gains (Losses)			Adjustments Related to Pension Plan			Accumulated Other Comprehensive Loss
Balance at March 31, 2022	$	(16,060	)	$	(3,291	)	$	(19,351	)
Change in unrealized securities gains (losses), net of tax benefit of $4,512		(16,972	)		-			(16,972	)
Reclassification for previously unrealized net losses recognized in net income, net of tax benefit of $20		(77	)		-			(77	)
Balance at June 30, 2022	$	(33,109	)	$	(3,291	)	$	(36,400	)

	For the three months ended June 30, 2021
	Unrealized Securities Gains (Losses)			Adjustments Related to Pension Plan			Accumulated Other Comprehensive Loss
Balance at March 31, 2021	$	(310	)	$	(3,821	)	$	(4,131	)
Change in unrealized securities gains (losses), net of tax expense of $74		279			-			279
Balance at June 30, 2021	$	(31	)	$	(3,821	)	$	(3,852	)

Table of Contents

Note 9. Accumulated Other Comprehensive Loss, continued

~~The balances in accumulated other comprehensive loss are shown in the following tables for March 31, 2022 and 2021 (dollars in thousands):~~

Unrealized Securities Gains (Losses)

Adjustments Related to Pension Plan

Accumulated Other Comprehensive Loss

Balance at December 31, 2021

$ (1,801 )

$ (3,291 )

$ (5,092 )
Change in unrealized securities gains (losses), net of tax

(14,259 )

-

(14,259 )
Balance at March 31, 2022

$ (16,060 )

$ (3,291 )

$ (19,351 )

	For the six months ended June 30, 2022
	Unrealized Securities Gains (Losses)			Adjustments Related to Pension Plan			Accumulated Other Comprehensive Loss
Balance at December 31, 2021	$	(1,801	)	$	(3,291	)	$	(5,092	)
Change in unrealized securities gains (losses), net of tax benefit of $8,301		(31,231	)		-			(31,231	)
Reclassification for previously unrealized net losses recognized in net income, net of tax benefit of $20		(77	)		-			(77	)
Balance at June 30, 2022	$	(33,109	)	$	(3,291	)	$	(36,400	)

Unrealized Securities Gains (Losses)

Adjustments Related to Pension Plan

Accumulated Other Comprehensive Loss

Balance at December 31, 2020

$ 804

$ (3,821 )

$ (3,017 )
Change in unrealized securities gains (losses), net of tax

(1,114 )

-

(1,114 )
Balance at March 13, 2021

$ (310 )

$ (3,821 )

$ (4,131 )

	For the six months ended June 30, 2021
	Unrealized Securities Gains (Losses)			Adjustments Related to Pension Plan			Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	804		$	(3,821	)	$	(3,017	)
Change in unrealized securities gains (losses), net of tax benefit of $222		(835	)		-			(835	)
Balance at June 30, 2021	$	(31	)	$	(3,821	)	$	(3,852	)

During the three months ended June 30, 2022 there were security losses of $97, net of tax of $20, that were reclassified out of unrealized gains on available for sale securities and reclassified into net investment security losses on the consolidated statements of income. There were no reclassifications adjustments reported on the consolidated statements of income during the three or six months ended ~~March 31, 2022 or~~June 30, 2021.

Note 10. Business Segments

The Company utilizes its subsidiaries to provide multiple business segments including retail banking, mortgage banking, title insurance services, investment services and credit life and accident and health insurance products related to lending. Revenues from retail banking operations consist primarily of interest earned on loans and investment securities and service charges on deposit accounts. Mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, loan origination fee income and interest earned on mortgage loans held for sale. Revenues from title insurance services, investment services and insurance products consist of commissions on products provided.

The following tables represent revenues and expenses by segment for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (dollars in thousands).

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Note 10. Business Segments, continued

Three Months Ended March 31, 2022

F&M Bank

F&M Mortgage

TEB Life/FMFS

VS Title

Parent Only

Eliminations

F&M Bank Corp. Consolidated

Revenues:

Interest Income

$ 9,037

$ 29

$ 8

$ -

$ -

$ (13 )

$ 9,061

Service charges on deposits

307

-

-

-

-

-

307

Investment services and insurance income

-

-

253

-

-

(2 )

251

Mortgage banking income, net

-

742

-

-

-

-

742

Title insurance income

-

-

-

473

-

-

473

Other operating income

708

2

-

-

-

-

710

Total income (loss)

10,052

773

261

473

-

(15 )

11,544

Expenses:

Interest Expense

874

6

-

-

137

(13 )

1,004

(Recovery of) loan losses

(450 )

-

-

-

-

-

(450 )
Salary and benefit expense

3,947

573

104

301

-

-

4,925

Other operating expenses

3,328

214

21

83

(19 )

(2 )

3,625

Total expense

7,699

793

125

384

118

(15 )

9,104

Net income (loss) before taxes

2,353

(20 )

136

89

(118 )

-

2,440

Income tax expense (benefit)

386

-

31

-

(505 )

-

(88 )
Net Income attributable to F & M Bank Corp.

$ 1,967

$ (20 )

$ 105

$ 89

$ 387

$ -

$ 2,528

Total Assets

$ 1,242,957

$ 9,012

$ 8,532

$ 2,967

$ 99,890

$ (125,099 )

$ 1,238,259

Goodwill

$ 2,868

$ -

$ -

$ 3

$ 211

$ -

$ 3,082

Three months ended March 31, 2021

F&M Bank

F&M Mortgage

TEB Life/FMFS

VS Title

Parent Only

Eliminations

F&M Bank Corp. Consolidated

Revenues:

Interest Income

$ 8,716

$ 72

$ 30

$ -

$ -

$ (72 )

$ 8,746

Service charges on deposits

285

-

-

-

-

-

285

Investment services and insurance income

-

-

348

-

-

(1 )

347

Mortgage banking income, net

-

1,672

-

-

-

-

1,672

Title insurance income

-

-

-

456

-

-

456

Other operating income (loss)

593

23

-

-

(21 )

-

595

Total income (loss)

9,594

1,767

378

456

(21 )

(73 )

12,101

Expenses:

Interest Expense

876

66

-

-

198

(72 )

1,068

(Recovery of) loan losses

(725 )

-

-

-

-

-

(725 )
Salary and benefit expense

3,514

615

97

286

-

-

4,512

Other operating expenses

2,834

233

6

82

20

(1 )

3,174

Total expense

6,499

914

103

368

218

(73 )

8,029

Net income (loss) before taxes

3,095

853

275

88

(239 )

-

4,072

Income tax expense (benefit)

521

-

57

-

(307 )

-

271

Net Income attributable to F & M Bank Corp.

$ 2,574

$ 853

$ 218

$ 88

$ 68

$ -

$ 3,801

Total Assets

$ 1,016,023

$ 14,340

$ 8,519

$ 2,559

$ 109,474

$ (139,938 )

$ 1,010,977

Goodwill

$ 2,670

$ 47

$ -

$ 3

$ 164

$ -

$ 2,884

	Six Months Ended June 30, 2022
	F&M Bank		F&M Mortgage			TEB Life/FMFS		VS Title		Parent Only			Eliminations			F&M Bank Corp. Consolidated
Revenues:
Interest Income	$	19,019	$	61		$	15	$	-	$	1		$	(26	)	$	19,070
Service charges on deposits		581		-			-		-		-			-			581
Investment services and insurance income		-		-			454		-		-			(5	)		449
Mortgage banking income, net		-		1,379			-		-		-			-			1,379
Title insurance income		-		-			-		839		-			-			839
Other operating income		1,504		2			-		-		-			-			1,506
Total income (loss)		21,104		1,442			469		839		1			(31	)		23,824
Expenses:
Interest Expense		1,774		12			-		-		251			(26	)		2,011
Provision for loan losses		150		-			-		-		-			-			150
Salary and benefit expense		8,003		1,196			218		610		-			-			10,027
Other operating expenses		6,636		464			32		162		(13	)		(5	)		7,276
Total expense		16,563		1,672			250		772		238			(31	)		19,464
Net income (loss) before taxes		4,541		(230	)		219		67		(237	)		-			4,360
Income tax expense (benefit)		469		-			47		-		(473	)		-			43
Net Income (Loss) attributable to F&M Bank Corp.	$	4,072	$	(230	)	$	172	$	67	$	236		$	-		$	4,317
Total Assets	$	1,230,308	$	9,499		$	8,863	$	4,635	$	83,962		$	(105,715	)	$	1,231,552
Goodwill	$	2,868	$	-		$	-	$	3	$	211		$	-		$	3,082

	Three months ended June 30, 2022
	F&M Bank		F&M Mortgage			TEB Life/FMFS		VS Title			Parent Only			Eliminations			F&M Bank Corp. Consolidated
Revenues:
Interest Income	$	9,982	$	32		$	7	$	-		$	1		$	(13	)	$	10,009
Service charges on deposits		274		-			-		-			-			-			274
Investment services and insurance income		-		-			201		-			-			(3	)		198
Mortgage banking income, net		-		637			-		-			-			-			637
Title insurance income		-		-			-		366			-			-			366
Other operating income		796		-			-		-			-			-			796
Total income (loss)		11,052		669			208		366			1			(16	)		12,280
Expenses:
Interest Expense		900		6			-		-			114			(13	)		1,007
Provision for loan losses		600		-			-		-			-			-			600
Salary and benefit expense		4,056		623			114		309			-			-			5,102
Other operating expenses		3,308		250			11		79			6			(3	)		3,651
Total expense		8,864		879			125		388			120			(16	)		10,360
Net income (loss) before taxes		2,188		(210	)		83		(22	)		(119	)		-			1,920
Income tax expense		83		-			16		-			32			-			131
Net Income (Loss) attributable to F&M Bank Corp.	$	2,105	$	(210	)	$	67	$	(22	)	$	(151	)	$	-		$	1,789

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Note 10. Business Segments, continued

	Six Months Ended June 30, 2021
	F&M Bank			VBS Mortgage		TEB Life/FMFS		VS Title		Parent Only			Eliminations			F&M Bank Corp. Consolidated
Revenues:
Interest Income	$	17,489		$	124	$	59	$	-	$	1		$	(108	)	$	17,565
Service charges on deposits		539			-		-		-		-			-			539
Investment services and insurance income		-			-		530		-		-			(3	)		527
Mortgage banking income, net		-			2,699		-		-		-			-			2,699
Title insurance income		-			-		-		1,051		-			-			1,051
Other operating income (loss)		1,621			80		-		-		(76	)		-			1,625
Total income (loss)		19,649			2,903		589		1,051		(75	)		(111	)		24,006
Expenses:
Interest Expense		1,771			98		-		-		376			(108	)		2,137
(Recovery of) loan losses		(1,975	)		-		-		-		-			-			(1,975	)
Salary and benefit expense		7,112			1,282		181		582		-			-			9,157
Other operating expenses		6,300			464		19		154		39			(3	)		6,973
Total expense		13,208			1,844		200		736		415			(111	)		16,292
Net income (loss) before taxes		6,441			1,059		389		315		(490	)		-			7,714
Income tax expense (benefit)		922			-		81		-		(310	)		-			693
Net Income (Loss) attributable to F&M Bank Corp.	$	5,519		$	1,059	$	308	$	315	$	(180	)	$	-		$	7,021
Total Assets	$	1,110,211		$	13,969	$	8,367	$	3,049	$	112,338		$	(142,959	)	$	1,104,975
Goodwill	$	2,868		$	47	$	-	$	3	$	164		$	-		$	3,082

	Three Months Ended June 30, 2021
	F&M Bank			VBS Mortgage		TEB Life/FMFS		VS Title		Parent Only			Eliminations			F&M Bank Corp. Consolidated
Revenues:
Interest Income	$	8,773		$	52	$	29	$	-	$	1		$	(36	)	$	8,819
Service charges on deposits		254			-		-		-		-			-			254
Investment services and insurance income		-			-		182		-		-			(2	)		180
Mortgage banking income, net		-			1,027		-		-		-			-			1,027
Title insurance income		-			-		-		595		-			-			595
Other operating income (loss)		1,028			57		-		-		(55	)		-			1,030
Total income (loss)		10,055			1,136		211		595		(54	)		(38	)		11,905
Expenses:
Interest Expense		895			32		-		-		178			(36	)		1,069
(Recovery of) loan losses		(1,250	)		-		-		-		-			-			(1,250	)
Salary and benefit expense		3,598			667		84		296		-			-			4,645
Other operating expenses		3,466			231		13		72		19			(2	)		3,799
Total expense		6,709			930		97		368		197			(38	)		8,263
Net income (loss) before taxes		3,346			206		114		227		(251	)		-			3,642
Income tax expense (benefit)		401			-		24		-		(3	)		-			422
Net Income (Loss) attributable to F&M Bank Corp.	$	2,945		$	206	$	90	$	227	$	(248	)	$	-		$	3,220

Table of Contents

Note 11. Debt

Short-term Debt

The Company utilizes short-term debt such as Federal funds purchased and Federal Home Loan Bank of Atlanta (FHLB) ~~short term~~short-term borrowings to support ~~the~~ loans ~~held for sale participation program~~growth and provide liquidity. Federal funds purchased are unsecured overnight borrowings from other financial institutions. FHLB short term debt, which is secured by the loan portfolio, can be a daily rate variable loan that acts as a line of credit or a fixed rate advance, depending on the need of the Company. There was $30,000 in short-term debt at June 30, 2022 and no short-term debt at ~~March 31, 2022 and~~ December 31, 2021.

Long-term Debt

The Company also utilizes the FHLB advance program to fund loan growth and provide liquidity. The balance of these obligations at June 30, 2022 and December 31, 2021 were $0 and $10,000, respectively. The interest rates on long-term debt are fixed at the time of the advance; the weighted average interest rate was .81% at ~~March 31, 2022 and~~ at December 31, 2021. ~~The balance of these obligations at March 31, 2022 and December 31, 2021 was $10,000.~~ FHLB advances include a $10,000 letter of credit at FHLB that is pledged to the Commonwealth of Virginia to secure public funds.

On July 29, 2020, the Company sold and issued to certain institutional accredited investors $5,000 in aggregate principal amount of 5.75% fixed rated subordinated notes due July 31, 2027 (the “2027 Notes”) and $7,000 in aggregate principal amount of 6.00% fixed to floating rate subordinated notes due July 31, 2030 (the “2030 Notes”). The 2027 Notes will bear interest at 5.75% per annum, payable semi-annually in arrears. Beginning on July 31, 2022 through maturity, the 2027 Notes may be redeemed, at the Company’s option, on any scheduled interest payment date. The 2027 Notes will mature on July 31, 2027. The 2030 Notes will initially bear interest at 6.00% per annum, beginning July 29, 2020 to but excluding July 31, 2025, payable semi-annually in arrears. From and including July 31, 2025 through July 30, 2030, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 593 basis points, payable quarterly in arrears. Beginning on July 31, 2025 through maturity, the 2030 Notes may be redeemed, at the Company’s option, on any scheduled interest payment date. The 2030 Notes will mature on July 31, 2030. The subordinated notes, net of issuance costs totaled ~~$11,780~~$11,788 at ~~March 31,~~June 30, 2022.

Note 12. Revenue Recognition

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the ~~new~~ guidance. Topic 606 is applicable to noninterest revenue streams such as deposit related fees, interchange fees, merchant income, and annuity and insurance commissions. Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Investment Services and Insurance Income

Investment services and insurance income primarily consists of commissions received on mutual funds and other investment sales. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation.

Title Insurance Income

VSTitle provides title insurance and real estate settlement services. Revenue is recognized at the time the real estate transaction is completed.

2732

Table of Contents

Note 12. Revenue Recognition, continued

ATM and Check Card Fees

ATM and Check Card Fees are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees.

Other

Other noninterest income consists of other recurring revenue streams such as safe deposit box rental fees, and other service charges. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Other service charges include revenue from processing wire transfers, online payment fees, cashier’s checks, mobile banking fees and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Gains/Losses on sale of OREO

The Company records a gain or loss from the sale of OREO when the control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. The Company recorded no losses on the sale of OREO property in the three months ended ~~March 31,~~June 30, 2022 and 2021, which is presented on the consolidated income statement as a noninterest expense and therefore, not reflected in the table below.

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (dollars in thousands).

	Three Months Ended March 31,				Six Months Ended June 30,				Three Months Ended June 30,
	2022		2021		2022		2021		2022		2021
Noninterest Income
In-scope of Topic 606:
Service Charges on Deposits	$	307	$	285	$	581	$	539	$	274	$	254
Investment Services and Insurance Income		251		347		449		527		198		180
Title Insurance Income		473		456		839		1,051		366		595
ATM and check card fees		563		520		1,195		1,120		632		600
Other		157		63		399		514		242		448
Noninterest Income (in-scope of Topic 606)		1,751		1,671		3,463		3,751		1,712		2,077
Noninterest Income (out-of-scope of Topic 606)		732		1,684		1,291		2,690		559		1,009
Total Noninterest Income	$	2,483	$	3,355	$	4,754	$	6,441	$	2,271	$	3,086

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the Company did not have any significant contract balances.

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Note 12. Revenue Recognition, continued

Contract Acquisition Costs

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

Note 13. Leases

The Company adopted ASU No. 2016-02 “Leases (Topic 842)” and all subsequent ASUs that modified Topic 842. The Right-of-use assets and lease liabilities are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

The Company’s long-term lease agreements are classified as operating leases. Certain of these leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases (dollars in thousands):

	March 31, 2022			March 31, 2021			June 30, 2022
Lease Liabilities	$	911		$	839		$	865
Right-of-use assets	$	889		$	814		$	842
Weighted average remaining lease term	3.17 years			3.89 years
Weighted average remaining lease term (years)								2.97 years
Weighted average discount rate		3.05	%		3.50	%		3.10	%

	For the Three Months Ended March 31,				For the Three Months Ended				For the Six Months Ended
	2022		2021		June 30,				June 30,
Lease cost
					2022		2021		2022		2021
Operating lease cost	$	153	$	26	$	47	$	15	$	94	$	51
Total lease cost	$	153	$	26	$	47	$	15	$	94	$	51

Cash paid for amounts included in the measurement of lease liabilities	$	181	$	31	$	53	$	35	$	105	$	66

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows (dollars in thousands):

March 31, 2022

Nine months ending December 31, 2022

$ 132

Twelve months ending December 31, 2023

135

Twelve months ending December 31, 2024

136

Twelve months ending December 31, 2025

98

Twelve months ending December 31, 2026

70

Thereafter

518

Total undiscounted cash flows

$ 1,089

Discount

178

Lease liabilities

$ 911

	June 30, 2022
Six months ending December 31, 2022	$	79
Twelve months ending December 31, 2023		135
Twelve months ending December 31, 2024		136
Twelve months ending December 31, 2025		98
Twelve months ending December 31, 2026		70
Thereafter		518
Total undiscounted cash flows	$	1,036
Discount		171
Lease liabilities	$	865

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Note 14. Mortgage Banking and Derivatives

Loans Held for Sale

The Company, through the Bank’s mortgage banking subsidiary, F&M Mortgage, ~~Company,~~ originates residential mortgage loans for sale in the secondary market. Residential mortgage loans held for sale are sold to the permanent investor with the mortgage servicing rights released. The Company uses fair value accounting for its entire portfolio of loans held for sale (LHFS) in accordance with ASC 820 – Fair Value Measurement and Disclosures. Fair value of the Company’s LHFS is based on observable market prices for the identical instruments traded in the secondary mortgage loan markets in which the Company conducts business total ~~$2,479~~$5,449 as of ~~March 31,~~June 30, 2022 of which ~~$2,544~~$5,509 is related to unpaid principal. The Company’s portfolio of LHFS is classified as Level 2.

Interest Rate Lock Commitments and Forward Sales Commitments

The Company, through F&M Mortgage, ~~Company,~~ enters into commitments to originate residential mortgage loans in which the interest rate on the loan is determined prior to funding, termed interest rate lock commitments (IRLCs). Such rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. Upon entering into a commitment to originate a loan, the Company protects itself from changes in interest rates during the period prior to sale by requiring a firm purchase agreement from a permanent investor before a loan can be closed (forward sales commitment).

The Company locks in the loan and rate with an investor and commits to deliver the loan if settlement occurs on a best efforts basis, thus limiting interest rate risk. Certain additional risks exist if the investor fails to meet its purchase obligation; however, based on historical performance and the size and nature of the investors the Company does not expect them to fail to meet their obligation. The Company determines the fair value of the IRLCs based on the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis while taking into consideration the probability that the rate loan commitments will close.

The fair value of these derivative instruments is reported in “Other Liabilities” in the Consolidated Balance Sheet at ~~March 31,~~June 30, 2022, and totaled ~~$262,~~$273, with a notional amount of ~~$25,542~~$24,826 and total positions of ~~82.~~78. The fair value of the IRLCs at December 31, 2021 totaled $258, with a notional amount of $18,801 and total positions of 70. Changes in fair value are recorded as a component of “Mortgage banking income, net” in the Consolidated Income Statement for the period ended ~~March 31, 2022.~~June 30, 2022 and 2021. The Company’s IRLCs are classified as Level 2. At ~~March 31,~~June 30, 2022 and December 31, 2021, each IRLC and all LHFS were subject to a forward sales commitment on a best efforts basis.

The Company uses fair value accounting for its forward sales commitments related to IRLCs and LHFS under ASC 825-10-15-4(b). The fair value of forward sales commitments was reported in “Other Assets” in the Consolidated Balance Sheet at ~~March 31,~~June 30, 2022 totaled ~~$637,~~$535, with a notional amount of ~~$28,085~~$30,335 and total positions of ~~$96.~~95. The fair value of forward sales commitments was reported in “Other Assets” in the Consolidated Balance Sheet at December 31, 2021 totaled $112, with a notional amount of $23,721 and total positions of 91.

Note 15. Stock-Based Compensation

The Company ~~maintains~~granted stock awards to directors and employees under the ~~F & M Bank Corp.~~Company’s 2020 Stock Incentive Plan, which was designed to further the long-term stability and financial success of the Company by attracting and retaining personnel, including employees, directors, and consultants, through the use of stock and stock-based incentives. It was adopted by the Company’s Board, effective upon shareholder approval on May 2, 2020 and will expire on March 18, 2030. The plan provides for the granting of an option, restricted stock, restricted stock unit, stock appreciation right, or stock award to employees, directors, and consultants. It authorizes the issuance of up to 200,000 shares of the Company’s common stock.

~~The Company’s Stock Plan Committee administers the plan, identifies which participants will be granted awards, and determines the terms and conditions applicable to the awards.~~Plan. On March 7, 2022 the Company’s Stock Plan Committee awarded 17,763 shares with a fair value of $547,989 ~~from this plan~~ to selected employees. These shares vest 25% over each of the next four years. The Committee also awarded 1,145 shares with a fair value of $35,323 to directors that vested upon issuance. ~~As of March 31, 2022, there was $837 thousand of unrecognized~~There were no restricted stock awards granted, vested or forfeited during the three months ending June 30, 2022. Unrecognized compensation ~~cost~~expense related to the nonvested restricted ~~stock.~~stock as of June 30, 2022 totaled $780 thousand.

Note 16. Subsequent Events

On July 29, 2022 the Company redeemed the $5,000 in subordinated notes described in Note 11 as the “2027 Notes.”

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~~Note 15. Stock-Based Compensation, continued~~

~~The following table summarizes the status of the Company’s nonvested awards for the three months ended March 31, 2022 and 2021:~~

Three Months Ended March 31,

2022

2021

Shares

Weighted Average Grant Date Fair Value

Shares

Weighted Average Grant Date Fair Value

Nonvested, beginning of period

15,869

$ 26.78

-

$ -

Granted

17,763

30.85

16,140

26.75

Vested

(3,920 )

30.85

-

-

Forfeited

(474 )

29.10

-

-

Nonvested, end of period

29,238

$ 29.20

16,140

$ 26.75

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands)

F & M Bank Corp. (“Company”), incorporated in Virginia in 1983, is a financial 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”), Farmers & Merchants Financial Services (“FMFS”) and VBS Mortgage LLC (dba F&M Mortgage) are wholly owned subsidiaries of the Bank. F & M Bank Corp. held a majority ownership in VSTitle LLC (“VST”), with the remaining minority interest owned by F&M Mortgage, until the Company purchased F&M Mortgage’s minority interest in VST on January 3, 2022.

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

The Company’s primary trade area services customers in the counties of Rockingham, Shenandoah, and Augusta, and the cities of Harrisonburg, Staunton, Waynesboro and Winchester.

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 and in conjunction with the audited Consolidated Financial Statements included in the Company’s December 31, 2021 Form 10-K.

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.

~~Table of Contents~~

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)~~

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: changing uncertainties related to the COVID-19 pandemic, 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, the financial strength of borrowers, consumer spending and savings habits, geopolitical conditions, and exposure to fraud, negligence, computer theft and cyber-crime.

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

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)

Critical Accounting Policies

~~General~~

The ~~Company’s financial statements~~accounting and reporting policies of the Company are ~~prepared~~ in accordance with ~~accounting principles generally accepted in the United States of America (“~~U.S. ~~GAAP”). The financial information contained~~GAAP and conform to general practices 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.~~banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions, and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses, and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position and/or results of operations.

~~In addition, GAAP itself may change from one previously acceptable method to another method. Although~~ The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. Management has discussed the ~~economics of these transactions would be~~Company’s critical accounting policies and estimates with the ~~same, the timing of events that would impact these transactions could change. Following is a summary~~Audit Committee of the ~~Company’s significant accounting policies that are highly dependent on estimates, assumptions and judgments.~~

~~Allowance for Loan Losses~~Board of Directors of the Company.

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. The Company’s allowance for loan losses is the accumulation of various components that are calculated based on independent methodologies. All components of the allowance represent an estimation performed pursuant to either ASC 450 or ASC 310. Management’s estimate of each ASC 450 component is based on certain observable data that management believes are most reflective of the underlying credit losses being estimated. This evaluation includes credit quality trends; collateral values; loan volumes; geographic, borrower and industry concentrations; seasoning of the dealer loan portfolio; maturity of lending staff; the findings of internal credit quality assessments, results from external bank regulatory examinations and third-party loan reviews. These factors, as well as historical losses and current economic and business conditions, are used in developing estimated loss factorscritical accounting policies used in the ~~calculations.~~

~~Allowances for loans are determined by applying estimated loss factors to the portfolio based on management’s evaluation and “risk grading”~~preparation of the ~~loan portfolio. Specific allowances, if required are typically provided on all impaired loans in excess~~Consolidated Financial Statements as of ~~a defined loan size threshold that are classified~~June 30, 2022 were unchanged from the policies disclosed in the ~~Substandard or Doubtful risk grades and~~Company’s Annual Report on ~~all troubled debt restructurings. The specific reserves are determined on a loan-by-loan basis based on management’s evaluation of~~Form 10-K for the ~~Company’s exposure for each credit, given~~year ended December 31, 2021 within the ~~current payment status of the loan and the value of any underlying collateral.~~

~~Table of Contents~~

~~Item 2. Management’s~~section “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations (dollars~~Operations.”

Overview (Dollars in thousands) ~~(Continued)~~

~~Critical Accounting Policies, continued~~Net income for the six months ended June 30, 2022 was $4,317 or $1.25 per share, compared to $6,890 or $2.04 in the same period in 2021, a decrease of 37.34%. During the six months ended June 30, 2022, noninterest income decreased 26.19% and noninterest expense increased 7.27% during the same period.

~~While management uses~~During the ~~best information available~~three months ended June 30, 2022, net income was $1,789 or $0.51 per share, compared to ~~establish the allowance for loan and lease losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the valuations~~$3,154 or ~~if required by regulators, based upon information available to them at the time of their examinations. Such adjustments to original estimates, as necessary, are made~~$0.93 in the same period in ~~which these factors and other relevant considerations indicate that loss levels may vary from previous estimates.~~2021, a decrease of 43.28%.

~~Fair Value~~Results of Operations

As shown in Table I, the 2022 year to date tax equivalent net interest income increased $1,692 or 10.93% compared to the same period in 2021. The tax equivalent adjustment to net interest income totaled $118 for the first six months of 2022. The yield on earning assets decreased .40%, while the cost of funds decreased .17% compared to the same period in 2021.

The ~~estimate~~three months ended June 30, 2022 tax equivalent net interest income increased $1,316 or 16.92% compared to the same period in 2021. The tax equivalent adjustment to net interest income totaled $91 for the three months ended June 30, 2022.

Year to date, the combination of ~~fair value involves~~ the ~~use~~decrease in yield on assets and the decrease in cost of ~~(1) quoted prices for identical instruments traded~~funds coupled with changes in active markets, (2) quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques using significant assumptions that are observablebalance sheet leverage resulted in the ~~market or (3) model-based techniques that use significant assumptions not observable~~net interest margin decreasing to 2.97% for the six months ended June 30, 2022, a decrease of 30 basis points when compared to the same period in 2021. For the three months ended June 30, 2022, the net interest margin increased 3 basis points when compared to the same period in 2021 which reflects rate increases in the ~~market. When observable market prices and parameters are not fully available, management’s judgment is necessary~~loan portfolio due to arrive at fair value including estimates of current market participant expectations of future cash flows, risk premiums, among other things. Additionally, significant judgment may be required to determine whether certain assets measured at fair value are classified within the fair value hierarchy as Level 2 or Level 3. The estimation process and the potential materialityprime rate increases. A schedule of the ~~amounts involved result in this item being identified as critical.~~

~~Pension Obligations~~

~~The accounting guidance~~net interest margin for the ~~measurement~~three- and ~~recognition of obligations~~six-month periods ended June 30, 2022 and ~~expense related to pension plans generally applies the concept that the cost of benefits provided during retirement should~~2021 can be ~~recognized over the employees’ active working life. Inherent~~found in this concept is the requirement to use various actuarial assumptions to predict and measure costs and obligations many years prior to the settlement date. Major actuarial assumptions that require significant management judgment and have a material impact on the measurement of benefits expense and accumulated benefit obligation include discount rates, expected return on assets, mortality rates, and projected salary increases, among others. Changes in assumptions or judgments related to any of these variables could result in significant volatility in the Company’s financial condition and results of operations. As a result, accounting for the Company’s pension expense and obligation is considered a significant estimate. The estimation process and the potential materiality of the amounts involved result in this item being identified as critical.

~~COVID-19~~

The World Health Organization declared a global pandemic in the first quarter of 2020 due to the spread of the coronavirus (“COVID-19”) around the world. The Company was considered an essential business and implemented procedures to protect its employees, customers and the community and still serve their banking needs. Branch lobbies were closed in 2021 and again briefly from January 18, 2022 to March 7, 2022. During this time the Company utilized drive through windows and courier service to handle transactions, new accounts were opened electronically with limited in person contact for document signing and verification of identification, and lenders accepted applications by appointment with limited in person contact.

The SBA implemented the Paycheck Protection Program (“PPP”) to support small business operations with loans during the shutdown and into the following months. The Company worked diligently to support both our customers and noncustomers within our footprint with these loans, originating a total of 1,080 PPP loans totaling $87,061 and associated fees of $3,824 through the SBA program. As of March 31, 2022, there are 25 loans outstanding with a balance of $2,061 and unamortized fees of $56.

Based on the Company’s capital levels, current underwriting policies, low loan-to-deposit ratio, loan concentration diversification and rural operating environment, management believes that it is well positioned to support its customers and communities and to manage the economic risks and uncertainties associated with COVID-19 pandemic and remain adequately capitalized.Table I.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)

~~Overview (Dollars in thousands)~~

Net income for the three months ended March 31, 2022 was $2,528 or $0.74 per share, compared to $3,801 or $1.17 in the same period in 2021, a decrease of 33.49%. During the three months ended March 31, 2022, noninterest income decreased 25.99% and noninterest expense increased 11.24% during the same period.

Results of Operations, continued

As shown in Table I, the 2022 year to date tax equivalent net interest income increased $377 or 4.89% compared to the same period in 2021. The tax equivalent adjustment to net interest income totaled $27 for the first three months of 2022. The yield on earning assets decreased .75%, while the cost of funds decreased .21% compared to the same period in 2021.

The combination of the decrease in yield on assets and the decrease in cost of funds coupled with changes in balance sheet leverage resulted in the net interest margin decreasing to 2.82% for the three months ended March 31, 2022, a decrease of 62 basis points when compared to the same period in 2021. A schedule of the net interest margin for the three-month periods ended March 31, 2022 and 2021 can be found in Table I.

The following table provides detail on the components of tax equivalent net interest income (dollars in thousands):

GAAP Financial Measurements:	March 31, 2022		March 31, 2021		June 30, 2022				June 30, 2021
					Six Months		Three Months		Six Months		Three Months
Interest Income – Loans	$	7,539	$	8,270	$	15,564	$	8,025	$	16,524	$	8,254
Interest Income - Securities and Other Interest-Earnings Assets		1,522		476		3,506		1,984		1,041		565
Interest Expense – Deposits		845		795		1,682		837		1,613		818
Interest Expense - Other Borrowings		159		273		329		170		524		251
Total Net Interest Income	$	8,057	$	7,678	$	17,059	$	9,002	$	15,428	$	7,750

Non-GAAP Financial Measurements:
Add: Tax Benefit on Tax-Exempt Interest Income – Loans & Securities		27		29		118		91		57		27
Total Tax Benefit on Tax-Exempt Interest Income		27		29		118		91		57		27
Tax-Equivalent Net Interest Income	$	8,084	$	7,707	$	17,177	$	9,093	$	15,485	$	7,777

The decrease in noninterest income of ~~$872~~$1,687 for the ~~three-month~~six-month period ~~March 31,~~ending June 30, 2022 compared to the same period in 2021 is due primarily to ~~a decrease~~decreases in mortgage banking income ($~~930) and in investment and~~1,320), title insurance income ($~~96) due to a slowdown in refinance activity. This was offset by an increase in ATM and check card fees ($43)~~212), and other income ($~~58)~~131). The decrease in noninterest income of $815 for the three months ended June 30, 2022 is primarily due to decreases in mortgage banking income ($390), title insurance income ($229), and other income ($189). Mortgage banking income decreased in both the three and six-month periods due to a decrease in refinance and purchase activity at F&M Mortgage as the Federal Reserve increased interest rates. For both the six-month and three-month periods in 2021, other income included a gain on bank owned life insurance.

Noninterest expense for the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$864~~$1,173 as compared to 2021. ~~Expenses increased primarily~~Increases in the areas of salaries and benefits ($~~413), occupancy expenses ($45), advertising ($42)~~870) and telecommunication and data processing ~~expense~~ ($~~361)~~464) were offset by decreases in impairment of long-lived assets ($171) and other expenses ($267). Expansion into the Winchester and Waynesboro markets, higher overall salaries, staff additions, and stock grant expense led to increased salary, benefits and ~~occupancy~~data processing expenses. ~~Advertising increased as a result~~Other operating expenses for the six months ended June 30, 2021 included one-time expenses: loss on the sale of ~~increased marketing efforts~~bank property ($112), donation of bank property ($162) and prepayment penalties on FHLB debt repayments ($228), that were not incurred in ~~markets where larger banks were leaving. Telecommunications~~2022. The increase in noninterest expense of $309 for the three months ended June 30, 2022 is primarily due to increases in salaries ($457) and telecommunications and data processing ~~increased due to a focus on infrastructure improvements, digital enhancements,~~expense ($103), that were offset by decreases in impairment of long-lived assets ($171) and ~~online capabilities.~~other expenses ($175).

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 ~~0.50%~~2.25% to ~~2.25%~~2.50% 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. The Company held ~~$31,994~~$3,430 and $76,667 in federal funds sold at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Growth in excess funds has been due to strong deposit growth, and the decrease from December 31, 2021 to ~~March 31,~~June 30, 2022 was due to the Company deploying these funds into the investment portfolio. Interest bearing bank deposits have decreased by ~~$142~~$2,670 since year end from $2,938 to ~~$2,796.~~

~~Table of Contents~~

~~Item 2. Management’s Discussion and Analysis~~$268 due to the maturity of ~~Financial Condition and Results~~certificates of ~~Operations (dollars in thousands) (Continued)~~deposit held at other banks.

Securities

The Company’s securities portfolio serves to assist the Company with asset liability management. With the growth in deposits, the Company has worked to strategically invest the excess funds into the investment portfolio. This has resulted in an increase in the investments available for sale of ~~$57,940~~$42,941 since December 31, 2021.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)

Securities, continued

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~~held to ~~Maturity~~maturity investment securities when management has the intent and ability to hold the securities to maturity. Held to ~~Maturity Investment~~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 fair 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. The low-income housing projects included in other investments are held for the tax losses and credits that they provide.

As of ~~March 31,~~June 30, 2022, the fair value of securities available for sale was below their cost by ~~$20,329.~~$41,910. The portfolio is made up of primarily treasuries, agencies and mortgage-backed obligations of federal agencies, as well as ~~Securities~~securities issued by States and political subdivisions in the U.S. and Corporate debt securities. The average maturity is ~~5.14~~5.19 years. Efforts to deploy excess funds in an uncertain rate environment has resulted in a mixture of maturities.

In reviewing investments as of ~~March 31,~~June 30, 2022, 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 primarily in the counties of Rockingham, Shenandoah, and Augusta, and the cities of Harrisonburg, Staunton, Waynesboro and Winchester in western 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. ~~There are no loan concentrations~~The Bank has a concentration in real estate loans secured by poultry farms as defined by regulatory guidelines.

Loans Held for Investment of ~~$659,560 decreased $2,861~~$690,497 increased $28,076 on ~~March 31,~~June 30, 2022 compared to $662,421 at December 31, 2021. Net of PPP, loans grew ~~$3,014~~$29,465 or ~~0.46%~~4.46% since December 31, 2021. Loan growth occurred in the ~~home equity~~multi-family, commercial real estate, commercial and industrial – ~~open end~~non real estate, and dealer finance segments of the ~~portfolio were offset by~~portfolio; while declines occurred in the construction, ~~commercial~~ real estate and PPP segments.

Loans Held for Sale totaled ~~$2,479~~$5,449 on ~~March 31,~~June 30, 2022, ~~a decrease~~an increase of ~~$2,408~~$562 compared to $4,887 at December 31, 2021. At ~~March 31,~~June 30, 2022 this balance was F&M mortgage loans, which are typically subject to changes in interest rates, seasonal fluctuations, and refinance activity.

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 ~~$4,751~~$1,906 on ~~March 31,~~June 30, 2022 compared to ~~$5,465~~$5,508 at December 31, 2021. The decrease in nonperforming loans from year end is primarily due to one loan paying off, one loan moving to accrual status, and amortization. Although the potential exists for loan losses beyond what is currently provided for in the allowance for loan losses, management believes the Bank is generally well secured and continues to actively work with its customers to effect payment.

A summary of credit ratios for nonaccrual loans is as follows (in thousands):

	March 31, 2022			December 31, 2021			June 30, 2022			December 31, 2021
Allowance for loan losses	$	7,389		$	7,748		$	7,798		$	7,748
Nonaccrual loans	$	4,751		$	5,465		$	1,851		$	5,465
Total Loans	$	659,560		$	662,421		$	690,497		$	662,421

Allowance for loan losses to Total Loans		1.12	%		1.17	%		1.13	%		1.17	%
Nonaccrual Loans to Total Loans		0.72	%		0.83	%		0.27	%		0.83	%
Allowance for loan losses to Nonaccrual loans		155.53	%		141.77	%		421.29	%		141.77	%

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (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, and the value of the underlying collateral. 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 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 by segment with identified potential losses, pools of loans by type, with separate weighting for past dues and a general allowance based on a variety of criteria. Loans with identified potential losses include examiner and bank classified loans. Classified relationships in excess of $500,000 and loans identified as troubled debt restructurings are reviewed individually for impairment under ASC 310. A variety of factors are considered when reviewing these credits, including borrower cash flow, payment history, fair value of collateral, company management, industry, and economic factors. Loans that are not reviewed for impairment are categorized by call report code and an estimate is calculated based on actual loss experience over the last three years.

A general allowance for inherent losses has been established to reflect other unidentified losses within the portfolio. The general allowance is calculated using nine qualitative factors identified in the 2006 Interagency Policy Statement on the allowance for loan losses. The general allowance assists in managing recent changes in portfolio risk that may not be captured in individually impaired loans, or in the homogeneous pools based on loss histories. The Board approves the loan loss provision for each quarter based on this evaluation.

The allowance for loan losses of ~~$7,389~~$7,798 at ~~March 31,~~June 30, 2022 is equal to ~~1.12%~~1.13% of loans held for investment. This compares to an allowance of $7,748, or 1.17% at December 31, 2021.

Due to increasing interest rates, loan portfolio growth over the last 12 months, and deteriorating economic conditions, the qualitative reserve ~~increased.~~increased since December 31, 2021. This was offset by improvements in the unemployment rate, a decrease in historical loss rates, ~~and~~ paydowns on individually impaired ~~loans.~~loans, and non-accrual loans returning to accruing status. The Company is monitoring the economic effects of increased inflation, building costs, and used car prices, as well as a rising interest rate environment. The Company continues to manage the classified, past due and non-performing ~~loans, which are all at lower levels than December 31, 2021,~~loans. Classified loans (internally rated substandard or watch) ~~decreased~~increased from a total of $43,230 at December 31, 2021 to ~~$40,313~~$46,840 at ~~March 31,~~June 30, 2022, past due loans on accrual ~~decreased~~increased from $3,226 at December 31, 2021 to ~~$2,414~~$4,107 at ~~March 31,~~June 30, 2022, and non-performing loans decreased from $5,508 at December 31, 2021 to ~~$4,805~~$1,906 at ~~March 31,~~June 30, 2022. Management is closely monitoring the effects of economic conditions on the loan portfolio and makes adjustments to specific reserves, the environmental factors and the provision for loan losses as necessary.

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 at ~~March 31,~~June 30, 2022 have increased ~~$32,000~~$19,915 since December 31, 2021. Noninterest bearing deposits increased ~~$17,683~~$10,735 while interest bearing increased ~~$14,317.~~$9,180. The increase in deposits is due to a focus on deposit growth as an organization as well as excess funds that customers are holding due to the pandemic. The Bank participates in the CDARS (Certificate of Deposit Account Registry Service) and ICS (Insured Cash Sweep) programs. These programs, CDARS for certificates of deposit and ICS for demand and savings, allow 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. At ~~March 31,~~June 30, 2022 and December 31, 2021 the Company had a total of $257 in CDARS accounts; and, ~~$95,976~~$99,957 and $94,948 in ICS accounts, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)

Short-term borrowings

The Company utilizes short-term debt such as Federal funds purchased and FHLB ~~short term~~short-term borrowings to provide liquidity. Federal funds purchased are unsecured overnight borrowings from other financial institutions. FHLB ~~short term~~short-term debt, which is secured by the loan portfolio, can be a daily rate variable loan that acts as a line of credit or a fixed rate advance, depending on the needs of the Company. ~~With the growth in deposits and excess liquidity, the~~The Company ~~has not~~ utilized the short-term debt facilities ~~for 2021 or 2022.~~at the FHLB beginning in the first six months of 2022; the balance at June 30, 2022 totaled $30,000; there were no short-term borrowings at December 31, 2021.

Long-term borrowings

The Company’s subsidiary bank borrows funds on a fixed rate basis as needed. These borrowings are used to support the Bank’s lending program and allow the Bank to manage interest rate risk by laddering maturities and matching funding terms to the terms of various types in the loan portfolio. FHLB long term advances totaled $10,000 on ~~March 31, 2022, and~~ December 31, ~~2021.~~2021; there were no long-term borrowings at June 30, 2022.

Capital

The Company seeks to maintain a strong capital base to expand facilities, promote public confidence, support current operations and grow at a manageable level.

At ~~March 31,~~June 30, 2022, the Bank had Common Equity Tier I capital of ~~13.72%~~13.00% of risked weighted assets, Tier I capital of ~~13.72%~~13.00% of risk weighted assets and combined Tier I and II capital of ~~14.70%~~13.97% of risk weighted assets. Regulatory minimums at this date were 4.5%, 6% and 8%, respectively. At December 31, 2021, the Bank had Common Equity Tier I capital of 13.95% of risk weighted assets, Tier I capital of 13.95% of risk weighted assets and combined Tier I and II capital of 15.00% of risk weighted assets. The Bank has maintained capital levels far above the minimum requirements. In the unlikely event that such capital levels are not met, regulatory agencies are empowered to require the Bank to raise additional capital and/or reallocate present capital.

In addition, the regulatory agencies have issued guidelines requiring the maintenance of a capital leverage ratio. The leverage ratio is computed by dividing Tier I capital by average total assets. The regulators have established a minimum of 4% for this ratio but can increase the minimum requirement based upon an institution’s overall financial condition. At ~~March 31,~~June 30, 2022, the Bank reported a leverage ratio of ~~8.47%~~8.41%, compared to 8.62% at December 31, 2021. The Bank’s leverage ratio was substantially above the minimum. The Bank also reported a capital conservation buffer of ~~6.70%~~5.97% at ~~March 31,~~June 30, 2022 and 7.00% at December 31, 2021. The capital conservation buffer is designed to strengthen an institution’s financial resilience during economic cycles. Financial institutions are required to maintain a minimum buffer as required by the Basel III final rules in order to avoid restrictions on capital distributions and other payments.

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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)

Liquidity, continued

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.

~~Table of Contents~~

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)~~

~~Liquidity, continued~~

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 and with Pacific Coast Bankers Bank, Zions Bank, and FNBB. The Bank also has a line of credit with the Federal Home Loan Bank of Atlanta that allows for secured borrowings. Additionally, the Bank can utilize the Federal Reserve Discount Window.

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.

Effect of Newly Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued multiple updates to ASU 2016-13 as codified in Topic 326, including ASU’s 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, and 2020-03. These ASU’s have provided for various minor technical corrections and improvements to the codification as well as other transition matters. Smaller reporting companies who file with the U.S. Securities and Exchange Commission (SEC) and all other entities who do not file with the SEC are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements and ~~has created~~is running a parallel CECL ~~model to run parallel for 2022.~~calculation. All data has been archived under the current model.

Effective November 25, 2019, the SEC adopted Staff Accounting Bulletin (SAB) 119. SAB 119 updated portions of SEC interpretative guidance to align with FASB ASC 326, “Financial Instruments – Credit Losses.” It covers topics including (1) measuring current expected credit losses; (2) development, governance, and documentation of a systematic methodology; (3) documenting the results of a systematic methodology; and (4) validating a systematic methodology.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company does not expect the adoption of ASU 2022-03 to have a material impact on its consolidated financial statements.

In March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)

Effect of Newly Issued Accounting Standards, continued

The amendments in this ASU should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. For entities that have adopted ASU 2016-13, ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted ASU 2016-13, the effective dates for ASU 2022-02 are the same as the effective dates in ASU 2016-13. Early adoption is permitted if an entity has adopted ASU 2016-13. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company is currently assessing the impact that ASU 2022-02 will have on its consolidated financial statements.

In March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-01, “Derivatives and Hedging (Topic 815), Fair Value Hedging—Portfolio Layer Method.” ASU 2022-01 clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets and is intended to better align hedge accounting with an organization’s risk management strategies. In 2017, FASB issued ASU 2017-12 to better align the economic results of risk management activities with hedge accounting. One of the major provisions of that standard was the addition of the last-of-layer hedging method. For a closed portfolio of fixed-rate prepayable financial assets or one or more beneficial interests secured by a portfolio of prepayable financial instruments, such as mortgages or mortgage-backed securities, the last-of-layer method allows an entity to hedge its exposure to fair value changes due to changes in interest rates for a portion of the portfolio that is not expected to be affected by prepayments, defaults, and other events affecting the timing and amount of cash flows. ASU 2022-01 renames that method the portfolio layer method. For public business entities, ASU 2022-01 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company does not expect the adoption of ASU 2022-01 to have a material impact on its consolidated financial statements.

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Subsequently, in January 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-01 “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU No. 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued. An entity may elect to apply ASU No. 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The Company is in the process of transitioning away from LIBOR for its loan and other financial instruments.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The ASU is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. Entities should apply the amendments prospectively and early adoption is permitted. The Company does not expect the adoption of ASU 2021-08 to have a material impact on its consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)

Effect of Newly Issued Accounting Standards, continued

The Company is preparing loan agreements, other than SWAP loans, to transition from LIBOR by the end of second quarter 2022. The SWAP loans have amended Rate Protection Agreements executed by the borrower in preparation to transition from LIBOR by the swap holder.

In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. In addition, the amendment updates the disclosure requirements for convertible instruments to increase the information transparency. For public business entities, excluding smaller reporting companies, the amendments in the ASU are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity – Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).” The ASU addresses how an issuer should account for modifications or an exchange of freestanding written call options classified as equity that is not within the scope of another Topic. Early adoption is permitted. ASU 2021-04 was effective for the Company on January 1, 2022. The adoption of ASU ~~2021-04~~201-04 did not have a material impact on ~~its~~the Company’s consolidated financial statements.

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

Existence of Securities and Exchange Commission Web Site

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

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TABLE I

F & M BANK CORP.

Net Interest Margin Analysis

(on a fully taxable equivalent basis)

(Dollar Amounts in Thousands)

	Three Months Ended March 31, 2022							Three Months Ended March 31, 2021							Six Months Ended June 30, 2022							Six Months Ended June 30, 2021							Three Months Ended June 30, 2022							Three Months Ended June 30, 2021
	Average Balance		Income/ Expense		Average Rates¹			Average Balance		Income/ Expense		Average Rates¹			Average Balance		Income/ Expense		Average Rates¹			Average Balance		Income/ Expense		Average Rates¹			Average Balance		Income/ Expense		Average Rates¹			Average Balance		Income/ Expense		Average Rates¹
*Interest income*
Loans held for investment^2,3	$	656,099	$	7,522		4.65	%	$	673,744	$	8,196		4.93	%	$	666,748	$	15,529		4.70	%	$	662,319	$	16,328		4.97	%	$	666,957	$	8,007		4.82	%	$	663,810	$	8,204		4.96	%
Loans held for sale		3,683		29		3.19	%		13,221		94		2.88	%		5,056		61		2.43	%		18,206		235		2.60	%		3,964		32		3.24	%		12,491		69		2.22	%
Federal funds sold		64,813		24		0.15	%		87,157		15		0.07	%		35,832		35		0.20	%		116,077		44		.08	%		7,170		11		0.62	%		144,680		29		.08	%
Interest bearing deposits		2,845		1		0.14	%		884		-		0.11	%		2,603		4		0.31	%		1,302		-		-			1,731		3		0.70	%		1,716		-		-
Investments
Taxable		423,751		1,444		1.38	%		126,973		427		1.37	%
Partially taxable⁴		125		1		1.62	%		125		1		1.62	%
Tax exempt⁴		10,250		67		2.65	%		6,237		42		2.73	%
Taxable ⁴																444,939		3,122		1.41	%		149,934		929		1.25	%		464,506		1,678		1.45	%		169,864		501		1.18	%
Partially taxable																125		1		1.61	%		125		1		1.61	%		125		-		-			125		-		-
Tax exempt																9,877		436		8.90	%		6,216		85		2.76	%		13,753		369		10.76	%		6,216		43		2.77	%
Total earning assets	$	1,161,566	$	9,088		3.17	%	$	908,341	$	8,775		3.92	%	$	1,165,180	$	19,188		3.32	%	$	954,179	$	17,622		3.72	%	$	1,158,206	$	10,100		3.50	%	$	998,902	$	8,846		3.55	%
*Interest Expense*
Demand deposits		188,344		103		0.22	%		114,699		44		0.16	%		183,235		206		0.23	%		123,994		107		.17	%		181,766		103		0.23	%		136,236		63		.19	%
Savings		492,458		503		0.41	%		347,332		351		0.41	%		502,376		1,020		0.41	%		368,743		738		.40	%		507,341		517		0.41	%		386,857		386		.40	%
Time deposits		122,471		239		0.79	%		129,142		400		1.26	%		120,501		456		0.76	%		130,268		768		1.19	%		118,552		217		0.73	%		131,383		369		1.13	%
Short-term debt																9,451		46		0.98	%		-		-		-			18,798		46		0.98	%		-		-		-
Long-term debt		21,776		159		2.96	%		32,531		273		3.40	%		18,678		283		3.06	%		32,009		524		3.30	%		15,630		124		3.18	%		31,580		251		3.19	%
Total interest bearing liabilities	$	825,049	$	1,004		0.49	%	$	623,704	$	1,068		0.70	%	$	834,241	$	2,011		0.49	%	$	655,014	$	2,137		.66	%	$	842,087	$	1,007		0.48	%	$	686,056	$	1,069		.62	%

Tax equivalent net interest income			$	8,084						$	7,707						$	17,177						$	15,485						$	9,093						$	7,777

Net interest margin						2.82	%						3.44	%						2.97	%						3.27	%						3.15	%						3.12	%

~~____________~~_____________

¹	Annualized.
²	Interest income on loans includes loan fees.
³	Loans held for investment include nonaccrual loans.
⁴	Income tax rate of 21% was used to calculate the tax equivalent income on nontaxable and partially taxable investments and loans.
	Average balance information is reflective of historical cost and has not been adjusted for changes in market value annualized.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required

Item 4. Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~March 31,~~June 30, 2022. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. There were no significant changes in the Company’s internal controls over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2022 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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	Not required

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

Item 3.	Defaults Upon Senior Securities	None

Item 4.	Mine Safety Disclosures	None

Item 5.	Other Information	None

Item 6.	Exhibits

(a)

Exhibits


	4.1	Form of 2027 Subordinated Note (included as Exhibit 4.1 to the Current Report on Form 8-K filed July 31, 2020 and incorporated herein by reference).
	4.2	Form of 2030 Subordinated Note (included as Exhibit 4.2 to the Current Report on Form 8-K filed July 31, 2020 and incorporated herein by reference).
	10.1	Form of Subordinated Note Purchase Agreement (included as Exhibit 10.1 to the Current Report on Form 8-K filed July 31, 2020 and incorporated herein by reference).
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).
	32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
~~101~~	101	The following materials from F&M Bank Corp.’s Quarterly Report on Form 10-Q for the period ended ~~March 31,~~June 30, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) related notes (filed herewith).
~~104~~	104	The cover page from F&M Bank Corp.’s Quarterly Report on Form 10-Q for the period ended ~~March 31,~~June 30, 2022, formatted in Inline XBRL (included with Exhibit 101)

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Table of Contents

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.

		/s/ Mark C. Hanna
		Mark C. Hanna
		President and Chief Executive Officer

		/s/ Carrie A. Comer
		Carrie A. Comer
		Executive Vice President and Chief Financial Officer
~~May 13,~~
August 15, 2022

4248

	Preferred Stock		Common Stock		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total

*Balance, December 31, 2020*	$	4,558	$	16,017	$	6,866	$	71,205		$	(3,017	)	$	95,629
Net income		0		0		0		3,801			0			3,801
Other comprehensive loss		0		0		0		0			(1,114	)		(1,114	)
Dividends on preferred stock ($.32 per share)		0		0		0		(65	)		0			(65	)
Dividends on common stock ($.26 per share)		0		0		0		(833	)		0			(833	)
Common stock issued (2,450 shares)		0		12		52		0			0			64
Common stock issued for Stock-based Compensation (1,332 shares)		0		7		29		0			0			36
Stock-based compensation expense		0		0		9		0			0			9
*Balance, March 31, 2021*	$	4,558	$	16,036	$	6,956	$	74,108		$	(4,131	)	$	97,527

*Balance, December 31, 2021*	$	0	$	17,071	$	10,127	$	78,350		$	(5,092	)	$	100,456
Net income		0		0		0		2,528			0			2,528
Other comprehensive loss		0		0		0		0			(14,259	)		(14,259	)
Dividends on common stock ($.26 per share)		0		0		0		(892	)		0			(892	)
Common stock issued (2,599 shares)		0		13		67		0			0			80
Common stock issued for Stock-based Compensation (5,065 shares)		0		26		29		0			0			55
Stock-based compensation expense		0		0		17		0			0			17
*Balance, March 31, 2022*	$	0	$	17,110	$	10,240	$	79,986		$	(19,351	)	$	87,985

	Less than 12 Months				More than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2021
U. S. Government treasuries	$	29,481	$	365	$	-	$	-	$	29,481	$	365
U. S. Government sponsored enterprises		93,714		752		-		-		93,714		752
Securities issued by State and political subdivisions in the U. S.		13,308		147		-		-		13,308		147
Mortgage-backed obligations of federal agencies		126,501		1,871		10,074		220		136,575		2,091
Corporate debt securities		8,825		225		-		-		8,825		225
Total	$	271,829	$	3,360	$	10,074	$	220	$	281,903	$	3,850

	March 31, 2022
Nine months ending December 31, 2022	$	132
Twelve months ending December 31, 2023		135
Twelve months ending December 31, 2024		136
Twelve months ending December 31, 2025		98
Twelve months ending December 31, 2026		70
Thereafter		518
Total undiscounted cash flows	$	1,089
Discount		178
Lease liabilities	$	911