UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Quarterly report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended Commission File Number: 0-13273 March 31, 2000 F & M BANK CORP. Virginia 54-1280811 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Drawer 1111 Timberville, Virginia 22853 (540) 896-8941 -------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ..X. No .... State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding at March 31, 2000 ------------------------------------ ----------------------------- Common Stock, par value - $5 2,453,402 shares 1 F & M BANK CORP. INDEX Page PART I FINANCIAL INFORMATION 2 Item 1. Financial Statements Consolidated Statements of Income - Three Months Ended March 31, 2000 and 1999 2 Consolidated Balance Sheets - March 31, 2000 and December 31, 1999 3 Consolidated Statements of Changes in Stockholders' Equity - Three Months Ended March 31, 2000 and 1999 4 Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION 15 Item 1. Legal Proceedings 15 Item 2. Changes in Securities 15 Item 3. Defaults upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibit and Reports on Form 8K 15 SIGNATURES 17 2 Part I Financial Information Item 1 Financial Statements F & M BANK CORP. CONSOLIDATED STATEMENTS OF INCOME (In Thousands of Dollars) Three Months Ended March 31, 2000 1999 ---------- ------- Interest Income Interest and fees on loans $ 3,089 $ 2,887 Interest on federal funds sold 16 38 Interest on interest bearing deposits 14 10 Interest and dividends on investment securities 604 598 ------- ------ Total Interest Income 3,723 3,533 ------- ------ Interest Expense Interest on demand accounts 120 114 Interest on savings deposits 248 231 Interest on time deposits 977 927 ------- ------ Total interest on deposits 1,345 1,272 Interest on short-term debt 85 69 Interest on long-term debt 245 288 ------- ------ Total Interest Expense 1,675 1,629 ------- ------ Net Interest Income 2,048 1,904 Provision for Loan Losses 29 10 ------- ------ Net Interest Income after Provision for Loan Losses 2,019 1,894 ------- ------ Noninterest Income Service charges 126 102 Other 133 82 Security gains 771 568 ------- ------ Total Noninterest Income 1,030 752 ------- ------ Noninterest Expense Salaries 537 460 Employee benefits 174 160 Occupancy expense 49 39 Equipment expense 75 61 Other 301 253 ------- ------ Total Noninterest Expense 1,136 973 ------- ------ Income before Income Taxes 1,913 1,673 Income Taxes 607 540 ------- ------ Net Income $ 1,306 $ 1,133 ======= ====== Per Share Data Net Income $ .53 $ .46 ======= ====== Cash Dividends $ .14 $ .12 ======= ====== Equivalent Shares Outstanding 2,455,259 2,454,840 ========= ========= The accompanying notes are an integral part of these statements. 3 F & M BANK CORP. CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars) March 31, December 31, ASSETS 2000 1999 ------------ --------- Cash and due from banks $ 3,092 $ 4,799 Federal funds sold 99 Interest bearing deposits in banks 1,309 462 Securities held to maturity (note 2) 4,270 4,330 Securities available for sale (note 2) 38,717 36,169 Other investments 3,893 3,923 Loans, net of unearned discount (note 3) 144,429 140,318 Less allowance for loan losses (note 4) (1,127) (1,090) -------- ------- Net Loans 143,302 139,228 Other real estate 426 426 Bank premises and equipment 3,146 3,158 Interest receivable 1,488 1,373 Other assets 1,445 1,470 ------- ------- Total Assets $201,187 $195,338 ======= ======= LIABILITIES Deposits Noninterest bearing demand $ 18,009 $ 17,193 Interest bearing Demand 21,159 21,149 Savings deposits 30,128 29,566 Time deposits 77,668 71,599 ------- ------- Total Deposits 146,964 139,507 Short-term debt 6,089 7,720 Long-term debt 17,715 18,548 Accrued expenses 4,603 4,277 ------- ------- Total Liabilities 175,371 170,052 ------- ------- STOCKHOLDERS' EQUITY Common stock $5 par value, 2,453,402 and 2,455,962 shares issued and outstanding in 2000 and 1999, respectively 12,267 12,280 Surplus 822 868 Retained earnings 12,550 11,587 Accumulated other comprehensive income 177 551 ------- ------- Total Stockholders' Equity 25,816 25,286 ------- ------- Total Liabilities and Stockholders' Equity $201,187 $195,338 ======= ======= The accompanying notes are an integral part of these statements. 4 F & M BANK CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (In Thousands of Dollars) Three Months Ended March 31, 2000 1999 ---------- ------- Balance, beginning of period $ 25,286 $ 24,078 Comprehensive Income: Net income for period 1,306 1,133 Net change in unrealized appreciation on investment securities available for sale, net of taxes (374) (622) -------- ------- Total comprehensive income 932 511 Repurchase of common stock (59) (40) Dividends declared (343) (294) -------- ------- Balance, end of period $ 25,816 $ 24,255 ======= ======= The accompanying notes are an integral part of these statements. 5 F & M BANK CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of Dollars) Three Months Ended March 31, 2000 1999 ---------- ------- Cash Flows from Operating Activities: Net income $ 1,306 $ 1,133 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 68 47 Amortization of security premiums 14 63 Provision for loan losses 29 10 Gain on sale of assets (1) Increase in interest receivable (115) (72) Decrease in other assets 25 303 Increase (decrease) in accrued expenses 551 (257) Gain on security transactions (771) (568) Losses on limited partnership investments 30 30 ------- ------- Net adjustments (169) (445) -------- ------- Net Cash Provided by Operating Activities 1,137 688 ------- ------- Cash Flows from Investing Activities: Purchase of investments available for sale (6,233) (7,735) Proceeds from sales of investments available for sale 3,655 4,551 Proceeds from maturity of investments available for sale 205 1,863 Proceeds from maturity of investments held to maturity 45 1,422 Net (increase) decrease in loans (4,105) 397 Purchase of property and equipment (56) (189) Change in federal funds sold (99) (324) Net decrease (increase) in interest bearing bank deposits (847) 770 Net Cash Provided by (Used in) Investing Activities (7,435) 755 -------- ------- Cash Flows from Financing Activities: Net increase in demand and savings deposits 1,388 773 Net increase (decrease) in time deposits 6,069 (2,368) Net increase (decrease) in short-term debt (1,631) 608 Cash dividends paid (343) (294) Repurchases of common stock (59) (40) Repayment of long-term debt (833) (833) -------- ------- Net Cash Provided by (Used in) Financing Activities 4,591 (2,154) ------- -------- Net Decrease in Cash and Cash Equivalents (1,707) (711) Cash and Cash Equivalents, Beginning of Period 4,799 4,198 ------- ------- Cash and Cash Equivalents, End of Period $ 3,092 $ 3,487 ======= ======= Supplemental Disclosure Cash paid for: Interest expense $ 1,655 $ 1,654 The accompanying notes are an integral part of these statements. 6 F & M BANK CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 ACCOUNTING PRINCIPLES: The consolidated financial statements conform to generally accepted accounting principles and to general industry practices. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2000 and the results of operations for the three-month periods ended March 31, 2000 and March 31, 1999. The notes included herein should be read in conjunction with the notes to financial statements included in the 1999 annual report to stockholders of the F & M Bank Corp. NOTE 2 INVESTMENT SECURITIES: The amounts at which investment securities are carried in the consolidated balance sheets and their approximate market values at March 31, 2000 and December 31, 1999 follows: 2000 1999 ---------------------- ------------------- Carrying Market Carrying Market Value Value Value Value Securities Held to Maturity U. S. Treasury and Agency obligations $ 2,466 $ 2,443 $ 2,469 $ 2,444 State and municipal Other securities 1,780 1,707 1,781 1,717 Mortgaged-backed securities 24 23 80 79 Total $ 4,270 $ 4,173 $ 4,330 $ 4,240 ======= ======= ======= ======= 2000 1999 ----------------------- ------------------ Market Market Value Cost Value Cost Securities Available for Sale U. S. Treasury and Agency obligations $ 15,718 $ 16,053 $ 13,914 $ 14,274 Equity securities 11,377 10,441 12,339 10,811 Mortgage-backed securities 2,369 2,382 2,571 2,584 Other securities 9,253 9,518 7,345 7,580 ------- ------- ------- ------- Total $ 38,717 $ 38,394 $ 36,169 $ 35,249 ======= ======= ======= ======= 7 F & M BANK CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 LOANS: Loans outstanding are summarized as follows: March 31, December 31, 2000 1999 ---------- -------- Real Estate Construction $ 5,506 $ 5,481 Mortgage 89,804 84,019 Commercial and agricultural 29,610 31,686 Consumer 18,520 18,082 Credit cards 967 1,016 Other 22 34 ------ ------- Total $144,429 $140,318 ======= ======= NOTE 4 ALLOWANCE FOR LOAN LOSSES: A summary of transactions in the allowance for loan losses for the three months ended March 31, 2000 and 1999 follows: 2000 1999 ---------- ------- Balance, beginning of period $ 1,090 $ 1,162 Provisions charged to operating expenses 29 10 Net (charge offs) recoveries Loan recoveries 15 17 Loan charge-offs (7) (36) ------- ------- Total Net (Charge-offs) Recoveries 8 (19) ------ ------- Balance, End of Period $ 1,127 $ 1,153 ====== ======= Components of net (charge-offs) recoveries: Commercial $ 1 $ Installment 7 (19) ------ ------- $ 8 $ (19) ====== ======= 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Loan and deposit growth continued to at a brisk pace during the period. Loans increased at an annualized rate of 11.72%, with most of the growth in the real estate portfolio. The exceptionally strong local economy and increases in secondary market loan rates have contributed to the growth in our portfolio. Deposits increased $7,457,000, with most of the increase coming in the form of certificate of deposits. Many of these certificates resulted as proceeds from the buyout of a large-local agricultural cooperative were deposited in our institution. Income from operations, exclusive of securities transactions, increased $47,000 (6.02%). Net income including securities transactions increased $173,000 (15.27%) as a result of an increase of $126,000 in net after tax securities gains realized. Results of Operations The dollar amount of the tax equivalent net interest margin increased $139,000 or 7.09% in the first quarter of 2000 compared to the first quarter of 1999. An increase of fourteen basis points in the return on earning assets can be attributed primarily to an increase in the yield on taxable investment securities. This increase resulted from a general increase in market rates and a lengthening of portfolio maturities. Approximately $79,000 of the $139,000 increase in net interest income is primarily attributable to an increase in net earning assets (i.e. volume increases), with the remainder coming from an improvement in the net yield on earning assets. Noninterest income increased $278,000 in the first three months of 2000. An increase in securities gains accounted for $203,000 of the total. Other noninterest income increased due to higher service charges on deposit accounts resulting from an increase in the per item overdraft fee, an increase in the number of accounts serviced, increases in credit life insurance income and increased fees generated from brokerage activities. Noninterest expense increased $163,000 (16.75%). Salaries and benefits accounted for $91,000 of this total. These increases resulted from normal salary increases and increased accruals for a new performance based incentive program. The remaining increase is made up of a number of factors, including higher depreciation expense on 1999 equipment improvements and consulting fees related to an efficiency study completed in March of 2000. Financial Condition Securities The Company's securities portfolio is held to assist the Company in liquidity and asset liability management. The securities portfolio consists of securities held to maturity and securities available for sale. Securities are classified as held to maturity when management has the intent and ability to hold the securities to maturity. These securities are carried at amortized cost. Securities available for sale include securities that may be sold in response to general market fluctuations, general liquidity needs and other similar factors. Securities available for sale are recorded at market value. Unrealized holding gains and losses of available for sale securities are excluded from earnings and reported (net of deferred income taxes) as a separate component of shareholders' equity. As of March 31, 2000, the market value of all securities available for sale exceeded their amortized cost by $323,000 ($177,000 after the consideration of income taxes). This excess is the result of increases in the value of equity securities held by the parent, net of decreases in the value of the bond portfolio held by the subsidiary bank. Management has traditionally held debt securities (regardless of classification) until maturity and thus it does not expect the minor fluctuation in the value of these securities to have a direct impact on earnings. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Securities (Continued) Investments in securities increased 5.53% in the first quarter of 2000 with funding coming from the increase in deposit liabilities. The Company generally invests in relatively short-term maturities due to uncertainty in the direction of interest rates. Recent purchases of debt securities have been in the four to five year maturity range at rates significantly above the average rate of the entire securities portfolio. Of the investments in securities available for sale, 29.39% are invested in equities, most of which are dividend producing and subject to the corporate dividend exclusion for taxation purposes. The Company believes these investments offer adequate returns and have the potential for significant increases in value. Loan Portfolio The Company operates in an agriculturally dominated area which includes the counties of Rockingham, Page and Shenandoah in the western portion of Virginia. The Company does not make a significant number of loans to borrowers outside its primary service area. The Company is very active in local residential construction mortgages. Commercial lending includes loans to small and medium sized business within its service area. An inherent risk in the lending of money is that the borrower will not be able to repay the loan under the terms of the original agreement. The allowance for loan losses (see subsequent section) provides for this risk and is reviewed periodically for adequacy. The risk associated with real estate and installment notes to individuals is based upon employment, the local and national economies and consumer confidence. All of these affect the ability of borrowers to repay indebtedness. The risk associated with commercial lending is substantially based on the strength of the local and national economies. While lending is geographically diversified within the service area, the Company does have some concentration in agricultural loans (primarily poultry farming). In addition to direct agricultural loans, a significant percentage of residential real estate loans and consumer installment loans are made to borrowers employed in the agricultural sector of the economy. The Company monitors its past due loans closely and has not experienced higher delinquencies in this sector compared to the overall loan portfolio. The first three months of 2000 resulted in a $4,111,000 increase in the loan portfolio. Most of the increase was in residential mortgage loans. Although competition from other local banks remains a concern, a general increase in secondary market rates has resulted in more three and five year adjustable rate loans being funded by the Bank. Nonperforming loans include nonaccrual loans, loans 90 days or more past due and restructured loans. Nonaccrual loans are loans on which interest accruals have been suspended or discontinued permanently. Restructured loans are loans, which have changed the original interest rate or repayment terms due to financial hardship. Loans ninety days or more past due totaled $1,477,000 at March 31, 2000 compared to $1,917,000 at December 31, 1999. Approximately 90% of these past due loans are secured by real estate. Although the potential exists for some loan losses, management believes the bank is generally well secured and continues to actively work with these customers to effect payment. The Company had no nonaccrual or restructured loans at March 31, 2000. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Loan Portfolio (Continued) As of March 31, 2000 the Company did not hold any real estate that was acquired through foreclosure. Allowance for Loan Losses Management evaluates the loan portfolio in light of national and local economic trends, changes in the nature and value of the portfolio and industry standards. Specific factors considered by management in determining the adequacy of the level of the allowance include internally generated loan review reports, past due reports, historical loan loss experience and individual borrower's financial health. This review also considers concentrations of loans in terms of geography, business type or level of risk. Management evaluates nonperforming loans relative to their collateral value and makes the appropriate adjustments to the allowance when needed. The provision for credit losses and changes in the allowance for loan losses are shown in Note 4, Page 7. The allowance for credit losses of $1,127,000 at March 31, 2000 was up $37,000 from its level at December 31, 1999. The allowance was equal to .78% of total loans at March 31, 2000 and December 31, 1999. The Company believes that its allowance should be viewed in its entirety and, therefore, is available for potential credit losses in its entire portfolio, including loans, credit related commitments and other financial instruments. In the opinion of management, the allowance, when taken as a whole, is adequate to absorb reasonably estimated credit losses inherent in the Company's portfolio. Deposits and Long-Term Debt The Company's main source of funds is customer deposits received from individuals, governmental entities and businesses located within the Company's service area. Deposit accounts include demand deposits, savings, money market and certificates of deposit. The Company realized annualized deposit growth of 21.38% in the first quarter of 2000. This increase was mainly in the area of time deposits. Borrowings from the Federal Home Loan Bank of Atlanta (FHLB) continue to be an important mechanism in funding real estate loan growth in the area. The Company's subsidiary bank borrows funds on a fixed rate basis. These borrowings are used to fund either a fifteen-year fixed rate loan or a twenty-year loan, of which the first ten years have a fixed rate. This program allows the Bank to match the maturity of its fixed rate real estate portfolio with the maturity of its debt and thus reduce its exposure to interest rate changes. Due to the higher rates charged by the FHLB and funds generated from increased deposits, no additional funds have been borrowed in 2000. Scheduled repayments have totaled $833,000 in the first quarter of the year. 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Capital The Company maintains a strong capital base to expand facilities, promote public confidence, support operations and grow at a manageable level. As of March 31, 2000, the Company's total risk based capital and total capital to total assets ratios were 18.77% and 12.83%, respectively. Both ratios are in excess of regulatory minimums and exceed the ratios of the Company's peers. Earnings have been sufficient to allow an increase in dividends in 2000 and management has no reason to believe this increased level of dividends will not continue Liquidity Liquidity is the ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest bearing deposits with banks, federal funds sold, investments and loans maturing within one year. The Company's ability to obtain deposits and purchase funds at favorable rates determines its liquidity exposure. As a result of the Company's management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its customers' credit needs. Additional sources of liquidity available to the Company include, but are not limited to, loan repayments, deposits obtained through the adjustment of interest rates and purchases of federal funds. To further meet its liquidity needs, the Company also maintains lines of credit with correspondent financial institutions. The Company's subsidiary bank also has a line of credit with the Federal Home Loan Bank of Atlanta that allows for secured borrowings. In the past, growth in deposits and proceeds from the maturity of investment securities has been sufficient to fund most of the net increase in loans and investment securities. Interest Rate Sensitivity Liquidity as of March 31, 2000 remains adequate. The Bank historically has had a stable core deposit base and, therefore, does not have to rely on volatile funding sources. Because of the stable core deposit base, changes in interest rates should not have a significant effect on liquidity. During 2000, the Bank has used maturing investments and deposit growth to meet its liquidity needs. The Bank's membership in the Federal Home Loan Bank System also provides liquidity, as the Bank borrows money that is repaid over a ten-year period and uses the money to make fixed rate loans. The matching of the long-term receivables and liabilities helps the Bank reduce its sensitivity to interest rate changes. The Company reviews its interest rate gap periodically and makes adjustments as needed. There are no off-balance-sheet items that will impair future liquidity. Table II (page 14) contains an analysis, which shows the repricing opportunities of earning assets and interest bearing liabilities as of March 31, 2000. As of March 31, 2000, the Company had a cumulative Gap Rate Sensitivity Ratio of (12.82%) for the one year repricing period. This generally indicates that earnings would improve in a declining interest rate environment as liabilities reprice more quickly than assets. Conversely, earnings would probably decrease in periods during which interest rates are increasing. However, in actual practice, this may not be the case as deposits may not reprice concurrently with changes in rates within the general economy. Management constantly monitors the Company's interest rate risk and has decided the current position is acceptable for a well-capitalized community bank operating in a rural environment. 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Stock Repurchase On April 20, 2000, the Company announced that the Board of Directors had authorized the repurchase of up to 50,000 shares of the Company's outstanding common stock. Repurchases are authorized to be made by the Company from time to time in the open market or privately negotiated transactions during the next twelve months as, in the opinion of management, market conditions warrant. The repurchased shares will be held as unissued stock and will be available for general corporate purposes. Effect of Newly Issued Accounting Standards The Company does not believe that any newly issued but as yet unapplied accounting standards will have a material impact on the Company's financial position or operations. Securities and Exchange Commission Web Site The Securities and Exchange Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including F & M Bank Corp., and the address is (http://www.sec.gov). 13 TABLE 1 F & M BANK CORP. NET INTEREST MARGIN ANALYSIS (ON A FULLY TAXABLE EQUIVALENT BASIS) (Dollar Amounts in Thousands) Three Months Ended Three Months Ended March 31, 2000 March 31, 1999 -------------------- ----------------- Average Income/ Average Income/ Balance 2 Expense Rates Balance 2 Expense Rates Interest Income Loans 1 $141,388 $ 3,099 8.79% $131,900 $2,901 8.80% Federal funds sold 1,103 16 5.93 3,248 38 4.68 Interest bearing deposits 1,249 14 4.61 951 10 4.21 Investments Taxable 3 30,161 486 6.45 34,048 504 5.92 Partially taxable 2,3 10,631 159 5.98 8,486 136 6.41 ------- ---- ---- ----- ---- ------ Total Earning Assets 184,532 3,774 8.18 178,633 3,589 8.04 ------- ----- ---- ------- ----- ---- Interest Expense Demand deposits 21,143 120 2.27 20,498 114 2.22 Savings 29,907 248 3.31 28,352 231 3.26 Time deposits 75,152 977 5.22 70,332 927 5.27 Short-term debt 6,632 85 5.13 6,658 69 4.17 Long-term debt 17,999 245 5.46 21,304 288 5.41 ------ ------ ---- ------ ----- ----- Total Interest Bearing Liabilities $150,833 $ 1,675 4.44 $147,144 $1,629 4.43 ======== ------- ---- ======== ------ ---- Net Interest Margin 1 $ 2,099 $1,960 ======= ====== Net Yield on Interest Earning Assets 4.55% 4.39% ==== ====== 1 Interest income on loans includes loan fees 2 An incremental income tax rate of 34% was used to calculate the tax equivalent income on nontaxable and partially taxable investments. 3 Average balance information is reflective of historical cost and has not been adjusted for changes in market value. 14 TABLE II F & M BANK CORP. INTEREST SENSITIVITY ANALYSIS MARCH 31, 2000 (In Thousands of Dollars) 0 - 3 4 - 12 1 - 5 Over 5 Not Months Months Years Years Classified Total Uses of Funds Loans: Commercial $15,397 $ 2,324 $11,578 $ 311 $ $29,610 Installment 103 707 16,563 1,169 18,542 Real estate 11,584 9,509 53,706 20,511 95,310 Credit cards 967 967 Interest bearing bank deposits 1,309 1,309 Investment securities 3,200 28,289 121 15,270 46,880 Federal funds sold 99 99 ------ ------ ------ ------ ----- ------ Total 29,459 15,740 110,136 22,112 15,270 192,717 ------ ------ ----- ------ ------ ------ Sources of Funds Interest bearing demand deposits 6,049 12,090 3,020 21,159 Regular savings 6,026 18,076 6,026 30,128 Certificates of deposit $100,000 and over 1,316 3,176 4,685 9,177 Other certificates of deposit 13,723 33,212 21,556 68,491 Short-term borrowings 6,089 6,089 Long-term debt 320 2,107 15,288 17,715 ------ ------ ------ ------ ----- ------ Total 21,128 48,783 58,514 24,334 152,759 ------- ----- ------ ------ ------ ------ Discrete Gap 8,331 (33,043) 51,622 (2,222) 15,270 39,958 Cumulative Gap 8,331 (24,712) 26,910 24,688 39,958 Ratio of Cumulative Gap 4.32% (12.82)% 13.96% 12.81% 20.73% to Total Earning Assets Table II reflects the earlier of the maturity or repricing dates for various assets and liabilities at March 31, 2000. In preparing the above table no assumptions are made with respect to loan prepayments. Loan principal payments are included in the earliest period in which the loan matures or can be repriced. Principal payments on installment loans scheduled prior to maturity are included in the period of maturity or repricing. Proceeds from the redemption of investments are included in the period of maturity. Estimated maturities of deposits, which have no stated maturity dates, were derived from guidance contained in FDICIA 305. 15 Part II Other Information Item 1. Legal Proceedings - Not Applicable Item 2. Changes in Securities - Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - Not applicable Item 5. Other Information - Not Applicable Item 6. Exhibits and Reports on 8-K (a) Exhibits 3 i Articles of Incorporation of F & M Bank Corp. are incorporated by reference to Exhibits to F & M Bank Corp.'s Form S14 filed February 17, 1984. 3 ii Bylaws of F & M Bank Corp. are incorporated by reference to Exhibits to F & M Bank Corp.'s Form S14 filed February 17, 1984. 21 Subsidiaries of the small business issuers are incorporated by reference to Exhibits to F & M Bank Corp.'s 1998 Form 10-KSB filed March 31, 2000. 27 Financial Data Schedule attached. (b) Reports on Form 8-K The Company did not file any reports on Form 8-K for the quarter ending March 31, 2000. 16 EXHIBIT INDEX Exhibit Index Page Number 27 Financial Data Schedule for the quarter ending March 31, 2000 18 17 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. F & M BANK CORP. JULIAN D. FISHER Julian D. Fisher President and Chief Executive Officer NEIL W. HAYSLETT Neil W. Hayslett Vice President and Chief Financial Officer Date May 11, 2000