F&M Bank Corp 10-Q for FY2022 Q3
F&M Bank Corp (FMBM)
About this 10-Q
F&M Bank Corp filed this 10-Q on November 14, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $2.3M
- down 1.4% from net income of $2.34M a year earlier
- Diluted EPS
- $0.67
- up 1.5% from $0.66 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
Quarterly report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number:
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(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(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.
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.
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 | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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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
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 November 7, 2022 |
|
F & M BANK CORP.
Index
| 2 |
| 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)
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| September 30, |
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| December 31, |
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| 2022 |
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| 2021* |
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Assets |
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Cash and due from banks |
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Money market funds and interest-bearing deposits in other banks |
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Federal funds sold |
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Cash and cash equivalents |
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Securities: |
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Held to maturity, at amortized cost – fair value of $ |
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Available for sale, at fair value |
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Other investments |
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Loans held for sale, at fair value |
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Loans held for investment, net of deferred fees and costs |
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Less: allowance for loan losses |
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Net loans held for investment |
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Bank premises and equipment, net |
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Bank premises held for sale |
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Interest receivable |
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Goodwill |
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Bank owned life insurance |
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Other assets |
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Total Assets |
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Liabilities |
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Deposits: |
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Noninterest bearing |
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Interest bearing |
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Total deposits |
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Short-term debt |
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Long-term debt |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ Equity |
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Common stock, $ |
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Additional paid in capital – common stock |
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Retained earnings |
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Accumulated other comprehensive loss |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
| $ |
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| $ |
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*2021 derived from audited consolidated financial statements.
See Notes to Consolidated Financial Statements
| 3 |
| Table of Contents |
F & M BANK CORP.
Consolidated Statements of Income
(Dollars in thousands)
(Unaudited)
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| Three Months Ended |
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|
| September 30, |
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Interest and Dividend income |
| 2022 |
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| 2021 |
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Interest and fees on loans held for investment |
| $ |
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| $ |
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Interest and fees on loans held for sale |
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Interest from money market funds and federal funds sold |
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Interest on debt securities |
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Total interest and dividend income |
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Interest expense |
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Total interest on deposits |
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Interest from short-term debt |
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Interest from long-term debt |
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Total interest expense |
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Net interest income |
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Provision for (Recovery of) Loan Losses |
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Net Interest Income After Provision for (Recovery of) Loan Losses |
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Noninterest income |
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Service charges on deposit accounts |
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Investment services and insurance income, net |
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Mortgage banking income, net |
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Title insurance income |
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Income on bank owned life insurance |
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Low income housing partnership losses |
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ATM and check card fees |
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Other operating income |
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Total noninterest income |
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Noninterest expense |
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Salaries |
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Employee benefits |
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Occupancy expense |
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Equipment expense |
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FDIC insurance assessment |
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OREO expense, net |
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Advertising expense |
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Legal and professional fees |
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ATM and check card fees |
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Telecommunication and data processing expense |
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Directors fees |
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Bank franchise tax |
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Other operating expenses |
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Total noninterest expense |
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Income before income taxes |
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Income tax expense |
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Net Income |
| $ |
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| $ |
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Dividends paid/accumulated on preferred stock |
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Net income available to common stockholders |
| $ |
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| $ |
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Per Common Share Data |
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Net income – basic |
| $ |
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| $ |
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Net income – diluted |
| $ |
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| $ |
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Cash dividends on common stock |
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Weighted average common shares outstanding – basic |
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Weighted average common shares outstanding – diluted |
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See Notes to Consolidated Financial Statements
| 4 |
| Table of Contents |
F & M BANK CORP.
Consolidated Statements of Income
(Dollars in thousands)
(Unaudited)
|
| Nine Months Ended |
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|
| September 30, |
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Interest and Dividend income |
| 2022 |
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| 2021 |
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Interest and fees on loans held for investment |
| $ |
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| $ |
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Interest and fees on loans held for sale |
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Interest from money market funds and federal funds sold |
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Interest on debt securities |
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Total interest and dividend income |
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Interest expense |
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Total interest on deposits |
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Interest from short-term debt |
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Interest from long-term debt |
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Total interest expense |
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Net interest income |
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Provision for (Recovery of) Loan Losses |
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| ( | ) | |
Net Interest Income After Provision for (Recovery of) Loan Losses |
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Noninterest income |
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Service charges on deposit accounts |
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Investment services and insurance income, net |
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Mortgage banking income, net |
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Title insurance income |
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Income on bank owned life insurance |
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Low-income housing partnership losses |
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ATM and check card fees |
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Loss on sale of securities |
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Other operating income |
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Total noninterest income |
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Noninterest expense |
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Salaries |
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Employee benefits |
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Occupancy expense |
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Equipment expense |
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FDIC insurance assessment |
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OREO expense, net |
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Advertising expense |
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Legal and professional fees |
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ATM and check card fees |
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Telecommunication and data processing expense |
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Directors fees |
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Bank franchise tax |
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Impairment of long-lived assets |
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Other operating expenses |
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Total noninterest expense |
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Income before income taxes |
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Income tax expense |
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Net Income |
| $ |
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| $ |
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Dividends paid/accumulated on preferred stock |
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Net income available to common stockholders |
| $ |
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| $ |
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Per Common Share Data |
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Net income – basic |
| $ |
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| $ |
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Net income – diluted |
| $ |
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| $ |
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Cash dividends on common stock |
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Weighted average common shares outstanding – basic |
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Weighted average common shares outstanding – diluted |
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See Notes to Consolidated Financial Statements
| 5 |
| Table of Contents |
F & M BANK CORP.
Consolidated Statements of Comprehensive (Loss) Income
(Dollars in thousands)
(Unaudited)
|
| Nine Months Ended September 30, |
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| Three Months Ended September 30, |
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| 2022 |
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| 2021 |
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| 2022 |
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| 2021 |
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Net Income |
| $ |
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| $ |
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| $ |
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| $ |
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Other comprehensive (loss): |
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Unrealized holding (losses) on available-for sale securities |
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Tax effect |
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Unrealized holding (losses), net of tax |
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Less: |
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Reclassifications adjustment for losses included in net income |
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Tax effect |
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Realized losses on sale of available-for sale securities, net |
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Total other comprehensive (loss) |
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Total comprehensive (loss) income |
| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ |
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See Notes to Consolidated Financial Statements
| 6 |
| Table of Contents |
F & M BANK CORP.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30, 2022 and 2021.
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| Preferred Stock |
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| Common Stock |
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| Additional Paid in Capital |
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| Retained Earnings |
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| Accumulated Other Comprehensive Loss |
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| Total |
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Balance June 30, 2021 |
| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Net income |
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Other comprehensive (loss) |
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Dividends on preferred stock ($.32 per share) |
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Dividends on common stock ($.26 per share) |
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Common stock issued (2,235 shares) |
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Stock-based compensation expense |
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Balance, September 30, 2021 |
| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Balance June 30, 2022 |
| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Net income |
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Other comprehensive (loss) |
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Dividends on common stock ($.26 per share) |
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Common stock issued (2,877 shares) |
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Stock-based compensation expense |
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Balance, September 30, 2022 |
| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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See Notes to Consolidated Financial Statements
| 7 |
| Table of Contents |
F & M BANK CORP.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Dollars in thousands)
(Unaudited)
Nine Months Ended September 30, 2022 and 2021.
|
| Preferred Stock |
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| Common Stock |
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| Additional Paid in Capital |
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| Retained Earnings |
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| Accumulated Other Comprehensive Loss |
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| Total |
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Balance, December 31, 2020 |
| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Net Income |
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Other comprehensive (loss) |
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Dividends on preferred stock ($.96 per share) |
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Dividends on common stock ($.78 per share) |
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Common stock issued (6,870 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock issued for Stock-based Compensation (1,332 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance, September 30, 2021 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2021 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other comprehensive (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Dividends on common stock ($.78 per share) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Common stock issued (7,661 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock issued for Stock-based Compensation (1,145 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance, September 30, 2022 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
See Notes to Consolidated Financial Statements
| 8 |
| Table of Contents |
F & M BANK CORP.
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
|
| Nine Months Ended September 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Cash flows from operating activities |
|
|
|
|
|
| ||
Net income |
| $ |
|
| $ |
| ||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
| ||
Amortization of intangibles |
|
|
|
|
|
| ||
Amortization of securities |
|
|
|
|
|
| ||
Proceeds from loans held for sale originated |
|
|
|
|
|
| ||
Loans held for sale originated |
|
| ( | ) |
|
| ( | ) |
Gain on sale of loans held for sale originated |
|
| ( | ) |
|
| ( | ) |
Provision for (Recovery of) loan losses |
|
|
|
|
| ( | ) | |
(Increase) decrease in interest receivable |
|
| ( | ) |
|
|
| |
Decrease (increase) in deferred taxes |
|
|
|
|
| ( | ) | |
(Decrease) in taxes payable |
|
|
|
|
| ( | ) | |
Decrease in other assets |
|
|
|
|
|
| ||
(Decrease) in accrued expenses |
|
| ( | ) |
|
| ( | ) |
Amortization of limited partnership investments |
|
|
|
|
|
| ||
Amortization of debt issuance costs |
|
|
|
|
|
| ||
Income from life insurance investment |
|
| ( | ) |
|
| ( | ) |
Loss on the sale of investment securities |
|
|
|
|
|
| ||
(Gain) on the sale of fixed assets |
|
| ( | ) |
|
|
| |
Stock-based compensation expense |
|
|
|
|
|
| ||
Loss on sale and valuation adjustments for other real estate owned and bank premises held for sale |
|
|
|
|
|
| ||
Net cash provided by operating activities |
|
|
|
|
|
| ||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchase of investments available for sale and other investments |
|
| ( | ) |
|
| ( | ) |
Proceeds from maturity of investments available for sale |
|
|
|
|
|
| ||
Proceeds from the sale of investments available for sale |
|
|
|
|
|
| ||
(Investment in) proceeds from the redemption of restricted stock, net |
|
| ( | ) |
|
|
| |
(Investment in) limited partnership |
|
| ( | ) |
|
|
| |
Net (increase) decrease in loans held for investment |
|
| ( | ) |
|
|
| |
Net decrease in loans held for sale participations |
|
|
|
|
|
| ||
Proceeds from the sale of fixed assets |
|
|
|
|
|
| ||
Net purchase of property and equipment |
|
| ( | ) |
|
| ( | ) |
Proceeds from the sale of other real estate owned |
|
|
|
|
|
|
| |
Proceeds from life insurance benefits |
|
|
|
|
|
| ||
Cash received in branch acquisition (net of cash paid) |
|
|
|
|
|
| ||
Net cash (used in) investing activities |
|
| ( | ) |
|
| ( | ) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Net change in deposits |
|
|
|
|
|
| ||
Net change in short-term debt |
|
|
|
|
|
| ||
Dividends paid in cash |
|
| ( | ) |
|
| ( | ) |
Proceeds from issuance of common stock |
|
|
|
|
|
| ||
Repayments of long-term debt |
|
| ( | ) |
|
| ( | ) |
Net cash provided by financing activities |
|
|
|
|
|
| ||
Net (decrease) increase in Cash and Cash Equivalents |
|
| ( | ) |
|
|
| |
Cash and cash equivalents, beginning of period |
|
|
|
|
|
| ||
Cash and cash equivalents, end of period |
| $ |
|
| $ |
| ||
Supplemental Cash Flow information: |
|
|
|
|
|
|
|
|
Cash paid for: Interest |
| $ |
|
| $ |
| ||
Taxes |
| $ |
|
| $ |
| ||
Supplemental non-cash disclosures: |
|
|
|
|
|
|
|
|
Change in unrealized (loss) on securities available for sale |
| $ | ( | ) |
| $ | ( | ) |
Transfer from loans to other real estate owned |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Branch purchase: |
|
|
|
|
|
|
|
|
Tangible assets acquired (net of cash received) |
| $ |
|
| $ |
| ||
Identifiable intangible assets acquired |
| $ |
|
| $ |
| ||
Liabilities assumed |
| $ |
|
| $ |
| ||
See Notes to Consolidated Financial Statements
| 9 |
| 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 nine months ended September 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.
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.
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.
| 10 |
| Table of Contents |
Note 1. Summary of Significant Accounting Policies, continued
Earnings per Share, continued
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 Nine months ended |
|
| For the Three months ended |
|
| For the Nine months ended |
|
| For the Three months ended |
| ||||
|
| September 30, 2022 |
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2021 |
| ||||
Earnings available to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Preferred stock dividends |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income available to common stockholders |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
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):
|
| Nine months ended September 30, 2022 |
|
| Nine months ended September 30, 2021 |
| ||||||||||||||||||
|
| Income |
|
| Weighted Average Shares |
|
| Per Share Amounts |
|
| Income |
|
| Weighted Average Shares |
|
| Per Share Amounts |
| ||||||
Basic EPS |
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
| ||||||
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Preferred Stock |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Diluted EPS |
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
| ||||||
|
| Three months ended September 30, 2022 |
|
| Three months ended September 30, 2021 |
| ||||||||||||||||||
|
| Income |
|
| Weighted Average Shares |
|
| Per Share Amounts |
|
| Income |
|
| Weighted Average Shares |
|
| Per Share Amounts |
| ||||||
Basic EPS |
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
| ||||||
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Preferred Stock |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Diluted EPS |
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
| ||||||
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 September 30, 2022 and December 31, 2021 are as follows (dollars in thousands):
|
|
|
| Gross |
|
| Gross |
|
|
| ||||||
|
| Amortized |
|
| Unrealized |
|
| Unrealized |
|
| Fair |
| ||||
|
| Cost |
|
| Gains |
|
| Losses |
|
| Value |
| ||||
September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
U. S. Treasuries |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Treasuries |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 11 |
| Table of Contents |
Note 2. Investment Securities, continued
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 |
| ||||
September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
U.S. Government treasuries |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
U.S. Government sponsored enterprises |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Securities issued by States and political subdivisions in the U.S. |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mortgage-backed obligations of federal agencies |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corporate debt security |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Securities Available for Sale |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government treasuries |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
U.S. Government sponsored enterprises |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Securities issued by States and political subdivisions of the U.S. |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mortgage-backed obligations of federal agencies |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Securities Available for Sale |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The amortized cost and fair value of securities at September 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 |
| ||||||||||
|
| Amortized |
|
| Fair |
|
| Amortized |
|
| Fair |
| ||||
|
| Cost |
|
| Value |
|
| Cost |
|
| Value |
| ||||
Due in one year or less |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Due after one year through five years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Due after five years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Due after ten years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and nine months ended September 30, 2022 and 2021 (dollars in thousands):
|
| Three Months Ended September 30, 2022 |
|
| Nine Months Ended September 30, 2022 |
| ||
Realized gains (losses): |
|
|
|
|
|
| ||
Gross realized gains |
| $ |
|
| $ |
| ||
Gross realized losses |
|
|
|
|
| ( | ) | |
Net realized (losses) |
| $ |
|
| $ | ( | ) | |
Proceeds from sales of securities |
| $ |
|
| $ |
| ||
|
| Three Months Ended September 30, 2021 |
|
| Nine Months Ended September 30, 2021 |
| ||
Realized gains (losses): |
|
|
|
|
|
| ||
Gross realized gains |
| $ |
|
| $ |
| ||
Gross realized (losses) |
|
|
|
|
|
| ||
Net realized (losses) |
| $ |
|
| $ |
| ||
Proceeds from sales of securities |
| $ |
|
| $ |
| ||
| 12 |
| Table of Contents |
Note 2. Investment Securities, continued
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. One security issued by States and political subdivisions in the U.S. was in an unrealized loss position for more than 12 months. Four bank subordinated debt offerings were in a loss position for more than 12 consecutive months and totaled $
A summary of unrealized losses (in thousands) and the length of time in a continuous loss position, by security type of September 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 |
| ||||||
September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
U.S. Government treasuries |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
U.S. Government sponsored enterprises |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Securities issued by States and political subdivisions in the U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Mortgage-backed obligations of federal agencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Corporate debt security |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| 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 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
U.S. Government sponsored enterprises |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Securities issued by State and political |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subdivisions in the U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Mortgage-backed obligations of federal agencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Corporate debt security |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
As of September 30, 2022, other investments consist of investments in thirteen low-income housing and historic equity partnerships (carrying basis of $
| 13 |
| Table of Contents |
Note 3. Loans
Loans held for investment outstanding at September 30, 2022 and December 31, 2021 are summarized as follows (in thousands):
|
| 2022 |
|
| 2021 |
| ||
Construction/Land Development |
| $ |
|
| $ |
| ||
Farmland |
|
|
|
|
|
| ||
Real Estate |
|
|
|
|
|
| ||
Multi-Family |
|
|
|
|
|
| ||
Commercial Real Estate |
|
|
|
|
|
| ||
Home Equity – closed end |
|
|
|
|
|
| ||
Home Equity – open end |
|
|
|
|
|
| ||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
| ||
Consumer |
|
|
|
|
|
| ||
Dealer Finance |
|
|
|
|
|
| ||
Credit Cards |
|
|
|
|
|
| ||
Gross loans |
|
|
|
|
|
| ||
Less: Deferred loan fees, net of costs |
|
| ( | ) |
|
| ( | ) |
Total |
| $ |
|
| $ |
| ||
The Company has pledged loans held for investment as collateral for borrowings with the Federal Home Loan Bank of Atlanta totaling $
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 September 30, 2022 and December 31, 2021 were $
| 14 |
| Table of Contents |
Note 3. Loans, continued
|
| September 30, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||
|
|
|
|
| Unpaid |
|
|
|
|
|
| Unpaid |
|
|
| |||||||||
|
| Recorded |
|
| Principal |
|
| Related |
|
| Recorded |
|
| Principal |
|
| Related |
| ||||||
|
| Investment(1) |
|
| Balance |
|
| Allowance |
|
| Investment(1) |
|
| Balance |
|
| Allowance |
| ||||||
Impaired loans without a valuation allowance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Credit cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Impaired loans with a valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction/Land Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Credit cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total impaired loans |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
1The Recorded Investment is defined as the original principal balance less principal payments, charge-offs and nonaccrual payments applied to principal.
| 15 |
| Table of Contents |
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 September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||||||||||||||||||
|
| Average Recorded |
|
| Interest Income |
|
| Average Recorded |
|
| Interest Income |
|
| Average Recorded |
|
| Interest Income |
|
| Average Recorded |
|
| Interest Income |
| ||||||||
|
| Investment |
|
| Recognized |
|
| Investment |
|
| Recognized |
|
| Investment |
|
| Recognized |
|
| Investment |
|
| Recognized |
| ||||||||
Impaired loans without a valuation allowance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Credit Cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Impaired loans with a valuation allowance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial Real Estate |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Credit Card |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Impaired Loans |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
| 16 |
| Table of Contents |
Note 3. Loans, continued
The following table presents the aging of the recorded investment of past due loans (dollars in thousands) as of September 30, 2022 and December 31, 2021:
September 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 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial & Industrial – Non- Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Credit Cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Less: Deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
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 |
| ||||||||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial & Industrial – Non- Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Credit Cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Less: Deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
The Company did not own any other real estate on September 30, 2022, or December 31, 2021. The Company has $
Nonaccrual loans on September 30, 2022 would have earned approximately $
| 17 |
| Table of Contents |
Note 4. Allowance for Loan Losses
A summary of changes in the allowance for loan losses (dollars in thousands) for September 30, 2022 and December 31, 2021 is as follows:
September 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 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Credit Cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
December 31, 2021 |
| Beginning Balance |
|
| Charge- offs |
|
| Recoveries |
|
| Provision |
|
| Ending Balance |
|
| Individually Evaluated for Impairment |
|
| Collectively Evaluated for Impairment |
| |||||||
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
| ||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Credit Cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
| ||||||
| 18 |
| Table of Contents |
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 September 30, 2022 and December 31, 2021:
September 30, 2022 |
| Loan Receivable |
|
| Individually Evaluated for Impairment |
|
| Collectively Evaluated for Impairment |
| |||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
| |||
Farmland |
|
|
|
|
|
|
|
|
| |||
Real Estate |
|
|
|
|
|
|
|
|
| |||
Multi-Family |
|
|
|
|
|
|
|
|
| |||
Commercial Real Estate |
|
|
|
|
|
|
|
|
| |||
Home Equity – closed end |
|
|
|
|
|
|
|
|
| |||
Home Equity –open end |
|
|
|
|
|
|
|
|
| |||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
| |||
Consumer |
|
|
|
|
|
|
|
|
| |||
Dealer Finance |
|
|
|
|
|
|
|
|
| |||
Credit Cards |
|
|
|
|
|
|
|
|
| |||
Gross loans |
|
|
|
|
|
|
|
|
| |||
Less: Deferred loan fees, net of costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total |
| $ |
|
| $ |
|
| $ |
| |||
December 31, 2021 |
| Loan Receivable |
|
| Individually Evaluated for Impairment |
|
| Collectively Evaluated for Impairment |
| |||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
| |||
Farmland |
|
|
|
|
|
|
|
|
| |||
Real Estate |
|
|
|
|
|
|
|
|
| |||
Multi-Family |
|
|
|
|
|
|
|
|
| |||
Commercial Real Estate |
|
|
|
|
|
|
|
|
| |||
Home Equity – closed end |
|
|
|
|
|
|
|
|
| |||
Home Equity –open end |
|
|
|
|
|
|
|
|
| |||
Commercial & Industrial – Non-Real Estate |
|
|
|
|
|
|
|
|
| |||
Consumer |
|
|
|
|
|
|
|
|
| |||
Dealer Finance |
|
|
|
|
|
|
|
|
| |||
Credit Cards |
|
|
|
|
|
|
|
|
| |||
Gross loans |
|
|
|
|
|
|
|
|
| |||
Less: Deferred loan fees, net of costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total |
| $ |
|
| $ |
|
| $ |
| |||
| 19 |
| Table of Contents |
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 September 30, 2022 and December 31, 2021:
September 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 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Commercial & Industrial -Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross Loans |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Less: Deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
| |
|
| Credit Cards |
|
| Dealer Finance |
| ||
Performing |
| $ |
|
| $ |
| ||
Non-performing |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
| 20 |
| 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 |
| |||||||||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Multi-Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Home Equity – closed end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Home Equity – open end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Commercial & Industrial - Non-Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross loans |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Less: Deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
| |
|
| Credit Cards |
|
| Dealer Finance |
| ||
Performing |
| $ |
|
| $ |
| ||
Non-performing |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
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.
| 21 |
| 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 31st 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 nine month periods ended September 30, 2022 and 2021 (dollars in thousands):
|
| Nine Months Ended |
|
| Three Months Ended |
| ||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2022 |
|
| September 30, 2021 |
| ||||
Service cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expected return on plan assets |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Amortization of prior service cost |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Amortization of net loss |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net periodic pension cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
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.
| 22 |
| 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 and the remaining certificates of deposits matured in the three months ended June 30, 2022.
| 23 |
| 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 September 30, 2022 and December 31, 2021 (dollars in thousands):
September 30, 2022 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Loans held for sale, F&M Mortgage |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
U. S. Treasury securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
U. S. Government sponsored enterprises |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Securities issued by States and political subdivisions in the U. S. |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mortgage-backed obligations of federal agencies |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Forward Sales Commitments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Assets at Fair Value |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRLC |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Liabilities at Fair Value |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2021 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Loans held for sale, F&M Mortgage |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
IRLC |
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
U.S. Government treasuries |
|
|
|
|
|
|
|
|
|
|
|
| ||||
U.S. Government sponsored enterprises |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Securities issued by States and political subdivisions of the US |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mortgage-backed obligations of federal agencies |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Forward sales commitments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Assets at Fair Value |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives – ICD |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Liabilities at Fair Value |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
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.
| 24 |
| 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. 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 September 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.
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 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.
| 25 |
| 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):
September 30, 2022 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Construction/Land Development |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Real Estate |
|
| 1,346 |
|
|
|
|
|
|
|
|
|
| |||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Impaired loans |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Bank premises held for sale |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2021 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Real Estate |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Dealer Finance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Impaired loans |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Bank premises held for sale |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The following table presents information about Level 3 Fair Value Measurements for September 30, 2022 and December 31, 2021 (dollars in thousands):
|
| Fair Value at September 30, 2022 |
|
| Valuation Technique |
| Significant Unobservable Inputs |
| Range |
| ||
Impaired Loans |
| $ |
|
|
|
|
| |||||
Bank premises held for sale |
|
|
|
|
|
|
| n/a |
| |||
|
| Fair Value at December 31, 2021 |
|
| Valuation Technique |
| Significant Unobservable Inputs |
| Range |
| ||
Impaired Loans |
| $ |
|
|
|
|
| |||||
Bank premises held for sale |
|
|
|
|
|
|
| n/a |
| |||
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 September 30, 2022 and December 31, 2021. Fair values for September 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.
| 26 |
| Table of Contents |
Note 7. Disclosures about Fair Value of Financial Instruments, continued
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 September 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 September 30, 2022 |
| |||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loans held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loans held for investment, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Bank owned life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Forward sales commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Short-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
IRLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
|
| 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 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loans held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
IRLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loans held for investment, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Bank owned life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Forward sales commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Note 8. Troubled Debt Restructuring
As of September 30, 2022, the Company had TDRs totaling $
| 27 |
| 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 September 30, 2022 and December 31, 2021.
The following table shows, by modification type, TDRs that occurred during the three and nine months ended September 30, 2022 and 2021 (dollars in thousands):
|
| Three Months Ended September 30, 2022 |
|
| Nine Months Ended September 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 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||||
Extended maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||||
|
| Three Months Ended September 30, 2021 |
|
| Nine Months Ended September 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 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||||
Total |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||||
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 September 30, 2022 |
| |||||||||
|
| Unrealized Securities Gains (Losses) |
|
| Adjustments Related to Pension Plan |
|
| Accumulated Other Comprehensive Loss |
| |||
Balance at June 30, 2022 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Change in unrealized securities gains (losses), net of tax benefit of $2,075 |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Balance at September 30, 2022 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
| For the three months ended September 30, 2021 |
| |||||||||
|
| Unrealized Securities Gains (Losses) |
|
| Adjustments Related to Pension Plan |
|
| Accumulated Other Comprehensive Loss |
| |||
Balance at June 30, 2021 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Change in unrealized securities gains (losses), net of tax expense of $15 |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Balance at September 30, 2021 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| 28 |
| Table of Contents |
Note 9. Accumulated Other Comprehensive Loss, continued
|
| For the nine months ended September 30, 2022 |
| |||||||||
|
| Unrealized Securities Gains (Losses) |
|
| Adjustments Related to Pension Plan |
|
| Accumulated Other Comprehensive Loss |
| |||
Balance at December 31, 2021 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Change in unrealized securities gains (losses), net of tax benefit of $10,417 |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Reclassification for previously unrealized net losses recognized in net income, net of tax benefit of $20 |
|
|
|
|
|
|
|
|
| |||
Balance at September 30, 2022 |
| $ | (40,913 | ) |
| $ | ( | ) |
| $ | ( | ) |
|
| For the nine months ended September 30, 2021 |
| |||||||||
|
| Unrealized Securities Gains (Losses) |
|
| Adjustments Related to Pension Plan |
|
| Accumulated Other Comprehensive Loss |
| |||
Balance at December 31, 2020 |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |
Change in unrealized securities gains (losses), net of tax benefit of $237 |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Balance at September 30, 2021 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
During the nine months ended September 30, 2022 there were security losses of $
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 nine months ended September 30, 2022 and 2021 (dollars in thousands).
| 29 |
| Table of Contents |
Note 10. Business Segments, continued
|
| Nine Months Ended September 30, 2022 |
| |||||||||||||||||||||||||
|
| F&M Bank |
|
| F&M Mortgage |
|
| TEB Life/FMFS |
|
| VS Title |
|
| Parent Only |
|
| Eliminations |
|
| F&M Bank Corp. Consolidated |
| |||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest Income |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Service charges on deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Investment services and insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Mortgage banking income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Title insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Salary and benefit expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||||
Total expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Net income (loss) before taxes |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||
Net Income (Loss) attributable to F&M Bank Corp. |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Goodwill |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
|
| Three months ended September 30, 2022 |
| |||||||||||||||||||||||||
|
| F&M Bank |
|
| F&M Mortgage |
|
| TEB Life/FMFS |
|
| VS Title |
|
| Parent Only |
|
| Eliminations |
|
| F&M Bank Corp. Consolidated |
| |||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest Income |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Service charges on deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Investment services and insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Mortgage banking income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Title insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating income |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Salary and benefit expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Total expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Net income (loss) before taxes |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||
Net Income (Loss) attributable to F&M Bank Corp. |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
| ||||
| 30 |
| Table of Contents |
Note 10. Business Segments, continued
|
| Nine Months Ended September 30, 2021 |
| |||||||||||||||||||||||||
|
| F&M Bank |
|
| VBS Mortgage |
|
| TEB Life/FMFS |
|
| VS Title |
|
| Parent Only |
|
| Eliminations |
|
| F&M Bank Corp. Consolidated |
| |||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest Income |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Service charges on deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Investment services and insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Mortgage banking income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Title insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||
Total income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
(Recovery of) loan losses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Salary and benefit expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Total expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Net income (loss) before taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||
Net Income (Loss) attributable to F&M Bank Corp. |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| ||||||
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Goodwill |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
|
| Three Months Ended September 30, 2021 |
| |||||||||||||||||||||||||
|
| F&M Bank |
|
| VBS Mortgage |
|
| TEB Life/FMFS |
|
| VS Title |
|
| Parent Only |
|
| Eliminations |
|
| F&M Bank Corp. Consolidated |
| |||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest Income |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Service charges on deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Investment services and insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Mortgage banking income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Title insurance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||
Total income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
(Recovery of) loan losses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Salary and benefit expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Total expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Net income (loss) before taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net Income (Loss) attributable to F&M Bank Corp. |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| ||||||
| 31 |
| 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 borrowings to support loans 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 $
Long-term Debt
The Company also utilizes the FHLB advance program to fund loan growth and provide liquidity. The balance of these obligations at September 30, 2022 and December 31, 2021 were $
On July 29, 2020, the Company sold and issued to certain institutional accredited investors $
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 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.
| 32 |
| Table of Contents |
Note 12. Revenue Recognition, continued
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.
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 losses on the sale of OREO property of $
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and nine months ended September 30, 2022 and 2021 (dollars in thousands).
|
| Nine Months Ended September 30, |
|
| Three Months Ended September 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
Noninterest Income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
In-scope of Topic 606: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Service Charges on Deposits |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Investment Services and Insurance Income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Title Insurance Income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
ATM and check card fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Noninterest Income (in-scope of Topic 606) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Noninterest Income (out-of-scope of Topic 606) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Noninterest Income |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 33 |
| Table of Contents |
Note 12. Revenue Recognition, continued
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 September 30, 2022 and December 31, 2021, the Company did not have any significant contract balances.
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):
|
| September 30, 2022 |
| |
Lease Liabilities |
| $ |
| |
Right-of-use assets |
| $ |
| |
Weighted average remaining lease term (years) |
|
| ||
Weighted average discount rate |
|
| % | |
|
| For the Three Months Ended |
|
| For the Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
Operating lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cash paid for amounts included in the measurement of lease liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 34 |
| Table of Contents |
Note 13. Leases, continued
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):
|
| September 30, 2022 |
| |
| Three months ending December 31, 2022 |
| $ |
| |
| Twelve months ending December 31, 2023 |
|
|
| |
| Twelve months ending December 31, 2024 |
|
|
| |
| Twelve months ending December 31, 2025 |
|
|
| |
| Twelve months ending December 31, 2026 |
|
|
| |
| Thereafter |
|
|
| |
| Total undiscounted cash flows |
| $ |
| |
| Discount |
|
|
| |
| Lease liabilities |
| $ |
| |
Note 14. Mortgage Banking and Derivatives (dollars in thousands)
Loans Held for Sale
The Company, through the Bank’s mortgage banking subsidiary, F&M Mortgage, 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 $
Interest Rate Lock Commitments and Forward Sales Commitments
The Company, through F&M Mortgage, 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 September 30, 2022, and totaled $
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 September 30, 2022 totaled $
Note 15. Stock-Based Compensation
The Company granted stock awards to directors and employees under the Company’s 2020 Stock Incentive Plan. On March 7, 2022 the Company’s Stock Plan Committee awarded
Note 16. Subsequent Events
On October 6, 2022 the Company, through its subsidiary FMFS, received $
On October 14, 2022 the Company entered into a separation agreement with a former employee. The details of which are included in the accompanying Exhibit 10.1.
On October 26, 2022 the Company sold the bank premises held for sale for $
| 35 |
| Table of Contents |
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.
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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.
Critical Accounting Policies
The accounting and reporting policies of the Company are in accordance with U.S. GAAP and conform to general practices within the 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. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. Management has discussed the Company’s critical accounting policies and estimates with the Audit Committee of the Board of Directors of the Company.
The Company’s critical accounting policies used in the preparation of the Consolidated Financial Statements as of September 30, 2022 were unchanged from the policies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Overview
Net income for the nine months ended September 30, 2022 was $6,621 or $1.92 per share, compared to $9,162 or $2.72 in the same period in 2021, a decrease of 27.73%. During the nine months ended September 30, 2022, noninterest income decreased 27.99% and noninterest expense increased 5.18% during the same period.
During the three months ended September 30, 2022, net income was $2,304 or $0.67 per share, compared to $2,272 or $0.66 in the same period in 2021, an increase of 1.41%.
Results of Operations
As shown in Table I, the 2022 year to date tax equivalent net interest income increased $2,812 or 11.98% compared to the same period in 2021. The tax equivalent adjustment to net interest income totaled $102 for the first nine months of 2022. The yield on earning assets decreased .11%, while the cost of funds decreased .01% compared to the same period in 2021.
The three months ended September 30, 2022 tax equivalent net interest income increased $1,177 or 14.72% compared to the same period in 2021. The tax equivalent adjustment to net interest income totaled $41 for the three months ended September 30, 2022.
Year to date, the decrease in yield on assets coupled with changes in balance sheet leverage resulted in the net interest margin decreasing to 3.03% for the nine months ended September 30, 2022, a decrease of 12 basis points when compared to the same period in 2021. For the three months ended September 30, 2022, the net interest margin increased 16 basis points when compared to the same period in 2021. Rate increases in the loan portfolio rose quicker than rates paid on deposits; long term debt reflects the repayment of a portion of the subordinated debt. A schedule of the net interest margin for the three- and nine-month periods ended September 30, 2022 and 2021 can be found in Table I.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) (Continued)
Results of Operations, continued
The following table provides detail on the components of tax equivalent net interest income (dollars in thousands):
GAAP Financial Measurements: |
| September 30, 2022 |
|
| September 30, 2021 |
| ||||||||||
|
| Nine Months |
|
| Three Months |
|
| Nine Months |
|
| Three Months |
| ||||
Interest Income – Loans |
| $ | 24,474 |
|
| $ | 8,910 |
|
| $ | 24,749 |
|
| $ | 8,225 |
|
Interest Income - Securities and Other Interest-Earnings Assets |
|
| 5,608 |
|
|
| 2,102 |
|
|
| 1,871 |
|
|
| 830 |
|
Interest Expense – Deposits |
|
| 3,060 |
|
|
| 1,378 |
|
|
| 2,464 |
|
|
| 851 |
|
Interest Expense - Other Borrowings |
|
| 832 |
|
|
| 503 |
|
|
| 762 |
|
|
| 238 |
|
Total Net Interest Income |
| $ | 26,190 |
|
| $ | 9,131 |
|
| $ | 23,394 |
|
| $ | 7,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Tax Benefit on Tax-Exempt Interest Income – Loans & Securities |
|
| 102 |
|
|
| 41 |
|
|
| 86 |
|
|
| 29 |
|
Total Tax Benefit on Tax-Exempt Interest Income |
|
| 102 |
|
|
| 41 |
|
|
| 86 |
|
|
| 29 |
|
Tax-Equivalent Net Interest Income |
| $ | 26,292 |
|
| $ | 9,172 |
|
| $ | 23,480 |
|
| $ | 7,995 |
|
The decrease in noninterest income of $2,630 for the nine-month period ending September 30, 2022 compared to the same period in 2021 is due primarily to decreases in mortgage banking income ($2,167) and title insurance income ($392). The decrease in noninterest income of $943 for the three months ended September 30, 2022 is primarily due to decreases in mortgage banking income ($848) and title insurance income ($180). Mortgage banking income decreased in both the three and nine-month periods due to a decrease in refinance and purchase activity at F&M Mortgage as the Federal Reserve increased interest rates. The decline in mortgage activity directly impacted title insurance income.
Noninterest expense for the nine months ended September 30, 2022 increased $1,275 as compared to 2021. Increases in the areas of salaries and benefits ($1,223) and telecommunication and data processing ($470) were offset by decreases in impairment of long-lived assets ($171) and other expenses ($631). Expansion into the Winchester and Waynesboro markets, higher overall salaries, staff additions, and stock grant expense led to increased salary, benefits and data processing expenses. Other operating expenses for the nine months ended September 30, 2021 included one-time expenses: loss on the sale of bank property ($112), donation of bank property ($162) and prepayment penalties on FHLB debt repayments ($228), that were not incurred in 2022. The increase in noninterest expense of $102 for the three months ended September 30, 2022 is primarily due to increases in salaries and benefits ($353) and FDIC insurance assessment ($110), that were offset by a decrease in other operating expenses ($364).
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 3% to 3.25% by the Federal Reserve. Actual rates received vary slightly based upon money supply and demand among banks. Interest bearing bank deposits are held either in money market accounts or as short-term certificates of deposits. The Company held $12,695 and $76,667 in federal funds sold at September 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 September 30, 2022 was due to the Company deploying these funds into the investment portfolio. Interest bearing bank deposits have decreased by $2,626 since year end from $2,938 to $312 due to the maturity of certificates of 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 $26,578 since December 31, 2021.
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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 to maturity investment securities when management has the intent and ability to hold the securities to maturity. held to maturity investment securities are carried at amortized cost. Securities available for sale include securities that may be sold in response to general market fluctuations, liquidity needs and other similar factors. Securities available for sale are recorded at 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 September 30, 2022, the fair value of securities available for sale was below their cost by $51,789. The portfolio is made up of primarily treasuries, agencies and mortgage-backed obligations of federal agencies, as well as securities issued by States and political subdivisions in the U.S. and Corporate debt securities. The average maturity is 5.30 years. Efforts to deploy excess funds in an uncertain rate environment has resulted in a mixture of maturities.
In reviewing investments as of September 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. The Bank has a concentration in real estate loans secured by poultry farms as defined by regulatory guidelines.
Loans Held for Investment of $699,592 increased $37,171 during the nine months ended September 30, 2022 compared to $662,421 at December 31, 2021. Net of PPP, loans grew $45,085 or 6.89% since December 31, 2021. Loan growth occurred in the farmland, multi-family, commercial real estate, commercial and industrial – non real estate, and dealer finance segments of the portfolio; while declines occurred in the construction, real estate and PPP segments.
Loans Held for Sale totaled $3,310 on September 30, 2022, a decrease of $1,577 compared to $4,887 at December 31, 2021. Loans Held for Sale consists of F&M mortgage loans, which are 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 $2,408 on September 30, 2022 compared to $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):
|
| September 30, 2022 |
|
| December 31, 2021 |
| ||
Allowance for loan losses |
| $ | 7,513 |
|
| $ | 7,748 |
|
Nonaccrual loans |
| $ | 2,360 |
|
| $ | 5,465 |
|
Total loans |
| $ | 699,592 |
|
| $ | 662,421 |
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses to Total loans |
|
| 1.07 | % |
|
| 1.17 | % |
Nonaccrual Loans to Total Loans |
|
| 0.34 | % |
|
| 0.83 | % |
Allowance for loan losses to Nonaccrual loans |
|
| 318.35 | % |
|
| 141.77 | % |
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| Table of Contents |
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 $7,513 at September 30, 2022 is equal to 1.07% 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 since December 31, 2021. This was offset by improvements in the unemployment rate, a decrease in historical loss rates, paydowns on individually impaired 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. Classified loans (internally rated substandard or watch) decreased from a total of $43,230 at December 31, 2021 to $41,821 at September 30, 2022, past due loans on accrual increased from $3,226 at December 31, 2021 to $4,586 at September 30, 2022, and non-performing loans decreased from $5,508 at December 31, 2021 to $2,456 at September 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 September 30, 2022 have increased $37,099 since December 31, 2021. Noninterest bearing deposits increased $19,401 while interest bearing increased $17,698. 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 September 30, 2022 and December 31, 2021 the Company had a total of $241 and $257 in CDARS accounts; and, $86,831 and $94,948 in ICS accounts, respectively.
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| Table of Contents |
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 borrowings to 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 needs of the Company. The Company utilized the short-term debt facilities at the FHLB beginning in the first nine months of 2022; the balance at September 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 December 31, 2021; there were no long-term borrowings at September 30, 2022.
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. On July 29, 2022 the Company redeemed the $5,000 in 2027 notes.
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 $6,879 at September 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 September 30, 2022, the Bank had Common Equity Tier I capital of 12.98% of risked weighted assets, Tier I capital of 12.98% of risk weighted assets and combined Tier I and II capital of 13.90% 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 September 30, 2022, the Bank reported a leverage ratio of 8.28%, 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 5.90% at September 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.
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 is running a parallel CECL calculation. All data has been archived under the current model. The Company has contracted to have the model validated, is in the process of writing policy and procedure documentation, and assessing the impact on capital.
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.
| 43 |
| Table of Contents |
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
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 201-04 did not have a material impact on 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).
| 44 |
| Table of Contents |
TABLE I
F & M BANK CORP.
Net Interest Margin Analysis
(on a fully taxable equivalent basis)
(Dollar Amounts in Thousands)
|
| Nine Months Ended September 30, 2022 |
|
| Nine Months Ended September 30, 2021 |
|
| Three Months Ended September 30, 2022 |
|
| Three Months Ended September 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 |
| ||||||||||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Loans held for investment2,3 |
| $ | 675,420 |
|
| $ | 24,423 |
|
|
| 4.83 | % |
| $ | 668,826 |
|
| $ | 24,646 |
|
|
| 4.93 | % |
| $ | 696,539 |
|
| $ | 8,894 |
|
|
| 5.07 | % |
| $ | 660,837 |
|
| $ | 8,244 |
|
|
| 4.95 | % |
Loans held for sale |
|
| 4,099 |
|
|
| 90 |
|
|
| 2.94 | % |
|
| 5,139 |
|
|
| 161 |
|
|
| 4.19 | % |
|
| 4,380 |
|
|
| 29 |
|
|
| 2.63 | % |
|
| - |
|
|
| - |
|
|
|
|
|
Federal funds sold |
|
| 26,605 |
|
|
| 83 |
|
|
| 0.42 | % |
|
| 137,715 |
|
|
| 99 |
|
|
| 0.10 | % |
|
| 8,451 |
|
|
| 48 |
|
|
| 2.25 | % |
|
| 180,285 |
|
|
| 55 |
|
|
| 0.12 | % |
Interest bearing deposits |
|
| 1,789 |
|
|
| 5 |
|
|
| 0.37 | % |
|
| 1,949 |
|
|
| 1 |
|
|
| 0.07 | % |
|
| 188 |
|
|
| 1 |
|
|
| 2.11 | % |
|
| 3,220 |
|
|
| 1 |
|
|
| 0.12 | % |
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable 4 |
|
| 440,419 |
|
|
| 5,281 |
|
|
| 1.60 | % |
|
| 175,445 |
|
|
| 1,672 |
|
|
| 1.27 | % |
|
| 447,944 |
|
|
| 1,947 |
|
|
| 1.72 | % |
|
| 225,655 |
|
|
| 743 |
|
|
| 1.31 | % |
Partially taxable |
|
| 125 |
|
|
| 1 |
|
|
| 1.07 | % |
|
| 125 |
|
|
| 1 |
|
|
| 1.07 | % |
|
| 125 |
|
|
| - |
|
|
| - |
|
|
| 125 |
|
|
| - |
|
|
| - |
|
Tax exempt |
|
| 12,081 |
|
|
| 301 |
|
|
| 3.33 | % |
|
| 6,215 |
|
|
| 126 |
|
|
| 2.71 | % |
|
| 12,917 |
|
|
| 134 |
|
|
| 4.12 | % |
|
| 6,194 |
|
|
| 41 |
|
|
| 2.63 | % |
Total earning assets |
| $ | 1,160,538 |
|
| $ | 30,184 |
|
|
| 3.48 | % |
| $ | 995,414 |
|
| $ | 26,706 |
|
|
| 3.59 | % |
| $ | 1,170,544 |
|
| $ | 11,053 |
|
|
| 3.75 | % |
| $ | 1,076,316 |
|
| $ | 9,084 |
|
|
| 3.35 | % |
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
| 182,383 |
|
|
| 453 |
|
|
| 0.33 | % |
|
| 133,827 |
|
|
| 185 |
|
|
| 0.18 | % |
|
| 186,614 |
|
|
| 247 |
|
|
| 0.53 | % |
|
| 152,828 |
|
|
| 78 |
|
|
| 0.20 | % |
Savings |
|
| 505,759 |
|
|
| 1,917 |
|
|
| 0.51 | % |
|
| 392,741 |
|
|
| 1,189 |
|
|
| 0.40 | % |
|
| 512,414 |
|
|
| 897 |
|
|
| 0.69 | % |
|
| 439,957 |
|
|
| 451 |
|
|
| 0.41 | % |
Time deposits |
|
| 120,975 |
|
|
| 690 |
|
|
| 0.76 | % |
|
| 130,567 |
|
|
| 1,090 |
|
|
| 1.12 | % |
|
| 121,907 |
|
|
| 234 |
|
|
| 0.76 | % |
|
| 131,156 |
|
|
| 322 |
|
|
| 0.97 | % |
Short-term debt |
|
| 16,403 |
|
|
| 204 |
|
|
| 1.66 | % |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 30,080 |
|
|
| 158 |
|
|
| 2.08 | % |
|
| - |
|
|
| - |
|
|
| - |
|
Long-term debt |
|
| 15,772 |
|
|
| 628 |
|
|
| 5.32 | % |
|
| 31,160 |
|
|
| 762 |
|
|
| 3.27 | % |
|
| 9,334 |
|
|
| 345 |
|
|
| 14.66 | % |
|
| 29,401 |
|
|
| 238 |
|
|
| 3.21 | % |
Total interest bearing liabilities |
| $ | 841,292 |
|
| $ | 3,892 |
|
|
| 0.62 | % |
| $ | 688,295 |
|
| $ | 3,226 |
|
|
| 0.63 | % |
| $ | 860,349 |
|
| $ | 1,881 |
|
|
| 0.87 | % |
| $ | 753,342 |
|
| $ | 1,089 |
|
|
| 0.57 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent net interest income |
|
|
|
|
| $ | 26,292 |
|
|
|
|
|
|
|
|
|
| $ | 23,480 |
|
|
|
|
|
|
|
|
|
| $ | 9,172 |
|
|
|
|
|
|
|
|
|
| $ | 7,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
| 3.03 | % |
|
|
|
|
|
|
|
|
|
| 3.15 | % |
|
|
|
|
|
|
|
|
|
| 3.11 | % |
|
|
|
|
|
|
|
|
|
| 2.95 | % |
____________________
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. |
| 45 |
| Table of Contents |
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 September 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 September 30, 2022 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
| 46 |
| Table of Contents |
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 |
|
|
| ||
|
| ||
|
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith). | |
|
| Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith). | |
|
| ||
|
| 101 | The following materials from F&M Bank Corp.’s Quarterly Report on Form 10-Q for the period ended September 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 | The cover page from F&M Bank Corp.’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, formatted in Inline XBRL (included with Exhibit 101) |
| 47 |
| 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/ Lisa F. Campbell |
|
|
| Lisa F. Campbell |
|
|
| Executive Vice President and Chief Financial Officer |
|
|
|
|
|
November 14, 2022 |
|
|
|
| 48 |
EXHIBIT 10.1
CONFIDENTIAL SEPARATION AGREEMENT & GENERAL RELEASE
This Confidential Separation Agreement & General Release (the “Agreement”) is entered into this 20th day of September 2022, by and between F&M Bank Corp., a Virginia corporation (the “Company”) and Carrie Comer (“Employee”) in light of the following:
WHEREAS, Employee has been employed at-will by the Company;
WHEREAS, Employee’s last date of employment with the Company shall be the Separation Date as set forth in Section 1 of the Agreement;
WHEREAS, Company desires to assist Employee’s transition from employment with Company; and,
WHEREAS, Employee and the Company desire to settle and resolve any and all matters arising out of or relating to Employee’s employment with the Company and/or the cessation of that employment relationship in a mutually satisfactory and confidential manner.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties do hereby covenant and agree as follows:
1. Separation of Employment.
a. Employee’s employment with Company will terminate effective September 20, 2022 (the “Separation Date”). The Company shall pay to Employee all compensation earned by and expense reimbursements due to Employee through the Separation Date on the Company’s first regular pay day following the Separation Date. Employee is also entitled to benefits upon termination as set forth on the Summary of Benefits at Employee Resignation, attached hereto as Exhibit A.
b. Employee acknowledges and agrees that Employee’s employment relationship with the Company and any and all Related Organizations will cease on the Separation Date. For purposes of this Agreement, “Related Organizations” means the Company’s parent, subsidiaries and affiliated corporations or companies, as well as other related entities and their predecessors.
c. Employee acknowledges and agrees that, except for the payments referenced in Subsection 1.a. hereof, the Company has paid Employee all salary, wages, expenses, reimbursements, vacation, sick leave, and other compensation or payments to which Employee is or may have been entitled under federal or state law, contract or otherwise through the date Employee signs this Agreement. Employee further acknowledges and agrees that there are no sums or other benefits due or owing to Employee by the Company or to which Employee is entitled by law as of the Separation Date, except as provided for under Subsection 1.a.
2. Consideration.
a. In consideration of Employee’s acceptance of this Agreement and promise to abide by the terms hereof, and to assist Employee in the transition from employment with the Company, the Company shall pay Employee an additional gross sum of Two Hundred Twenty-Nine Thousand, Nine Hundred Twenty-Eight Dollars and Seventy-Five Cents ($229,928.75) which represents fifteen (15) months of salary at Employee’s most recent salary rate (the “Separation Pay”). The Separation Pay shall be paid in thirty-two (32) consecutive, substantially equal bi-weekly payments of approximately $7,185.27 each, less applicable deductions and withholdings, in accordance with the Company’s normal payroll procedures, beginning on the Company’s first scheduled pay date following the Effective Date of this Agreement (as defined herein) and continuing on each regular pay date thereafter until paid in full. During the period beginning on the Separation Date and continuing for so long as Employee is receiving the Separation Pay (the “Severance Period”), Employee will make herself reasonably available remotely by phone or email during the Company’s normal business hours to assist with questions or tasks related to the transition of Employee’s employment duties, as requested by the Company. For purposes of being “reasonably available,” Employee will provide the Company with a personal email address and cellular phone number and will respond initially to the Company’s request within two business days of receipt of the request. Without limiting the foregoing, the Company acknowledges that Employee’s availability to assist the Company is subject to her obligations and working hours with her future employer(s). Employee will immediately provide the Company with all login information for Company accounts, Company bank account information, relevant contact information for Company contacts, and any other information related to the Company’s business as requested by the Company. If the Company determines in good faith that Employee has failed to comply with these obligations during the Severance Period, the Company may immediately cease any Separation Pay payments, and Employee will not be entitled to any additional payments under this Agreement, other than Separation Pay already paid through the date of such determination.
| 1 |
b. Provided Employee complies with all of Employee’s obligations under this Agreement during the Severance Period, and conditioned on Employee first timely electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), then in addition to the Separation Pay, the Company will pay Employee the gross sum of Ten Thousand Three Hundred Twelve Dollars and Twenty Cents, ($10,312.20), to be used as Employee desires, including for Employee’s continued health insurance premiums under COBRA for a period of fifteen (15) months following the Separation Date (the “COBRA Allowance”). The COBRA Allowance will be paid in thirty-two (32) consecutive, substantially equal bi-weekly payments of approximately $322.26 each, less applicable deductions and withholdings, in accordance with the Company’s normal payroll procedures, beginning on the Company’s first scheduled pay date following the Effective Date and continuing on each regular pay date thereafter until paid in full.
c. Employee hereby acknowledges that Company will deduct from the Separation Pay and COBRA Allowance all withholding taxes and other payroll deductions that Company is required by law to make from wage payments to employees.
d. Employee acknowledges and agrees that the Separation Pay and COBRA Allowance provided for under this Agreement are more than the Company is required to do under its normal policies and procedures and are in addition to anything of value to which Employee already is entitled and are sufficient legal consideration for Employee’s release of any rights pursuant to this Agreement and Employee’s other obligations hereunder.
3. Other Defined Terms.
a. The parties acknowledge and agree that, for purposes of this Agreement, the term “Releasees” means the Company and any Related Organizations, and any and all of their past and present parents, subsidiaries and affiliated corporations, companies, and other entities; each of their boards, groups, divisions, departments and units; and all of their past and present directors, trustees, officers, managers, supervisors, employees, attorneys, agents and consultants, and their predecessors, and all persons or entities acting by, with, through, under or in contract with any of them.
b. The parties acknowledge and agree that, for purposes of this Agreement, the term “Claims” means: (i) each and every claim, complaint, cause of action, grievance, demand, allegation, or accusation, whether known or unknown, and (ii) each and every promise, assurance, contract, representation, obligation, guarantee, warranty, liability, right and commitment of any kind, whether known or unknown, and (iii) all forms of relief, including, but not limited to, all costs, expenses, losses, damages, debts and attorneys’ fees, whether known or unknown. However, the term “Claims” does not include a Charge of Discrimination with the Equal Employment Opportunity Commission (EEOC).
4. General Waiver and Complete Release.
a. In exchange for the consideration that the Company is giving Employee under this Agreement, Employee hereby irrevocably releases and forever discharges all Releasees from any and all Claims that Employee, or anyone on Employee’s behalf ever has or now has against any and all of the Releasees, or which Employee, or any of Employee’s heirs, executors, administrators or assigns, hereafter can, shall or may have against any and all of the Releasees for or by reason of any cause, matter, thing, occurrence, or event whatsoever from the date of Employee’s birth to the date that Employee has signed this Agreement. Employee acknowledges and agrees that the Claims released in this Section 4 include, but are not limited to, (i) any and all Claims based on any law, statute, or constitution or based on contract or in tort or in common law, and any and all Claims based on or arising under any civil rights laws, such as the civil rights laws of any state or jurisdiction, or Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination in Employment Act (“ADEA”); the Employee Retirement Income Security Act (“ERISA”), except as provided herein; the Americans with Disabilities Act of 1990 (“ADA”), as amended; the Family Medical Leave Act of 1993 (“FMLA”); the Civil Rights Act of 1991; or, to the fullest extent allowed by law, any other federal, state or local laws or regulations applicable to the employment relationship; (ii) any and all Claims under any grievance or complaint procedure of any kind or for reinstatement; and (iii) any and all Claims based on or arising out of or related to Employee’s recruitment by, employment with, the termination of Employee’s employment with, Employee’s performance of any service in any capacity for, or any business transaction with, each or any of the Releasees. Employee acknowledges and agrees that the release contained in this Section 4 is a general release and is to be broadly construed as a release of all claims to fullest extent allowed by law.
| 2 |
b. Employee acknowledges and agrees that Employee is not waiving or releasing any rights or claims that may arise after the date this Agreement is executed. The parties also acknowledge and agree that the release contained in this Section 4 does not include a release of Employee’s right, if any, to payment of vested qualified retirement benefits under the Company’s ERISA plans and the right, if any, to continuation in the Company’s medical plans as provided by COBRA.
c. Additionally, and notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that nothing in this Agreement shall be construed to release any claims or prohibit the exercise of any rights by Employee that Employee may not waive or forego as a matter of law. Specifically, nothing in this Agreement is intended to, or shall, interfere with Employee’s rights under federal, state or local civil rights or employment discrimination laws (including, but not limited to, Title VII, the ADEA, ERISA, the ADA, or their state or local counterparts) to file or otherwise institute a Charge of Discrimination, to participate in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, or to cooperate with any such agency in its investigation, none of which shall constitute a breach of Section 7 of this Agreement. Employee shall not, however, be entitled to any relief, recovery, or monies in connection with any such action brought against any of the Releasees, regardless of who filed or initiated any such complaint, charge, or proceeding.
d. Nothing contained in this Agreement shall limit or restrict the Employee’s ability or right to report securities law violations to the Securities and Exchange Commission and other federal agencies without the Company’s prior approval and without having to forfeit any resulting whistleblower award, if applicable. Nothing contained in this Agreement shall limit or prevent Employee from testifying about criminal conduct or sexual harassment in an administrative, legislative, or judicial proceeding.
5. Covenant Not to Sue.
a. Employee agrees not to institute a Claim of any kind against any of the Releasees. This covenant not to sue includes any and all Claims that Employee, or anyone on Employee’s behalf ever has or now has against any and all of the Releasees, or which Employee, or any of Employee’s heirs, executors, administrators or assigns, hereafter can, shall or may have against any and all of the Releasees for or by reason of any cause, matter, thing, occurrence, or event whatsoever from the date of Employee’s birth to the date that Employee has signed this Agreement. Employee acknowledges and agrees that this covenant not to sue covers Claims including, but not limited to, (i) any and all Claims based on any law, statute, or constitution or based on contract or in tort or in common law, and any and all Claims based on or arising under any civil rights laws, such as the civil rights laws of any state or jurisdiction, or Title VII, as amended, the ADA, or the Civil Rights Act of 1991, the FMLA, and the Fair Labor Standards Act (“FLSA”); (ii) any and all Claims under any grievance or complaint procedure of any kind or for reinstatement; (iii) any and all Claims that this Agreement or any provision hereof should be avoided or set aside; and (iv) any and all Claims based on or arising out of or related to Employee’s recruitment by, employment with, the termination of Employee’s employment with, Employee’s performance of any service in any capacity for, or any business transaction with, each or any of the Releasees.
b. Employee understands and acknowledges that the covenant not to sue contained in this Section 5 is distinct and different from the general waiver and release of claims contained in Section 4 of this Agreement. In this Section 5, Employee is agreeing not to assert a Claim against the Company, while in Section 4 Employee is giving up rights or claims Employee has or may have through the date Employee signs this Agreement. If Employee violates this covenant not to sue by filing a Claim against the Company, Employee hereby agrees to pay all the Company’s costs and expenses of defending against any such Claim, including attorneys’ fees, and all further costs and fees, including attorneys’ fees, incurred in connection with collection.
c. Unlike the general waiver and release set forth in Section 4 of this Agreement, the covenant not to sue contained in this Section 5 does not cover Claims asserted under the ADEA or the Older Workers’ Benefit Protection Act (OWBPA). That means that Employee would not be liable under the terms of this Section 5 for the Company’s attorneys’ fees and costs if Employee filed an ADEA or OWBPA claim. Also the covenant not to sue contained in this Section 5 is not intended to and shall not interfere with Employee’s right to participate in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, or to cooperate with any such agency in its investigation, none of which shall constitute a breach of Section 7 of this Agreement or create liability for the Company’s attorneys’ fees and costs under this Section 5. Employee shall not, however, be entitled to any relief, recovery, or monies in connection with any such action brought against any of the Releasees, regardless of who filed or initiated any such complaint, charge, or proceeding.
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6. Return of Company Property; Confidentiality.
a. Employee will immediately return all Company property to Company, including, but not limited to all Confidential Information and Company property in Employee ‘s possession, custody or control, regardless of its location. Company property includes, but is not limited to, files, documents, CDs, and any hard copy, digital or electronic copies thereof, and any Company issued laptop, cellphone, identification and key cards, keys, credit cards, chargers, software, and other computer or electronic devices Employee agrees not to retain copies of any Company information, property, documents or materials in hard copy, digital, or electronic format following Employee’s separation of employment. Notwithstanding the above provision, Employee certifies that Employee has destroyed any copies of such property in Employee ‘s possession in lieu of return thereof, which will be considered to be in compliance with this provision. Employee further acknowledges that Employee has not caused or permitted the transfer of any such property or information to any third party. Employee further understands that this provision is an essential term of the Agreement and that any violation hereof will constitute a material breach of the Agreement.
b. In addition, Employee acknowledges that, during Employee’s employment with the Company, Employee was exposed to information belonging to the Company that is confidential, proprietary and/or trade secret information. Employee agrees to hold in strictest confidence, and not to use, or to disclose to any person or entity without written authorization of the Company, any Confidential Information of the Company. Employee understand that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, product development, services, customer lists and prospective customer lists, vendor information, markets, software, developments, inventions, processes, formulas, formulations, technology, designs, drawings, prototypes, engineering, hardware configuration information, marketing materials and information, forecasts, business plans, finances or other business information disclosed to Employee by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by Employee for the benefit or at the direction of the Company. However, Confidential Information does not include (i) any of the foregoing items that have become publicly known or made generally available through no wrongful act by Employee or by others who were under confidentiality obligations as to the item or items involved, or (ii) information that is required to be disclosed by law or government regulation, provided that Employee gives the Company reasonable prior notice of such required disclosure. In the event that Employee is unsure whether certain information remains confidential to the Company or its employees, Employee will send the Company a written inquiry about its confidentiality. The parties expressly acknowledge and agree that the obligations of this Section 6 are in addition to, and do not supersede, any obligations of confidentiality that Employee may have pursuant to any other contract or agreement with the Company or any third-party connected to the Company.
c. Employee further acknowledges and agrees that pursuant to the federal Defend Trade Secrets Act: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; (ii) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (iii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
7. Confidentiality of Agreement & Non-Disparagement.
a. Employee understands and agrees that the terms of this Agreement are intended to be confidential. Accordingly, Employee agrees that Employee will not disclose the existence or terms of this Agreement, or the negotiations resulting in this Agreement, to any third party, other than Employee’s attorney, spouse, and tax advisor, except as may be required by a court or governmental agency with authority to compel such disclosure, without the express written authorization of the Company.
b. Employee agrees that Employee will not impugn, defame, disparage or do or say anything that reasonably may diminish the reputation, goodwill or status of the Company or any Releasee or any of their products, services, procedures, methods, operations, employees, agents, officers, directors, suppliers or customers. Similarly, the Company agrees that the following individuals with knowledge of this Agreement will not impugn, defame, disparage or do or say anything that reasonably may diminish the reputation of Employee: Mark Hanna, CEO; Barton Black, COO, and Melody Emswiler, CHRO.
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c. The parties acknowledge and agree that nothing contained in this Agreement, including this Section 7, shall prohibit or be construed as prohibiting the exercise of any right by Employee that Employee cannot waive or forego under applicable laws or regulations.
8. No Admissions.
Employee agrees that the offer of this Agreement and the Agreement itself are not an admission, and shall not be construed to be an admission, by each or any of the Releasees, that the personnel, employment, termination and any other decisions involving Employee or any conduct or actions at any time affecting or involving Employee were wrongful, discriminatory, or in any way unlawful or in violation of any right of Employee; moreover, any such liability or wrongdoing is denied by Employee. Employee shall not attempt to offer this Agreement or any of its terms as evidence of any liability or wrongdoing by each or any of the Releasees in any judicial, administrative or other proceeding now pending or hereafter instituted by any person or entity.
9. Non-Release of Future Claims.
This Agreement does not waive or release any rights or claims that Employee may have under the ADEA or other laws which arise after the date that Employee signs this Agreement. The parties acknowledge and agree that the decision to sever the employment relationship between them was made prior to Employee’s signing this Agreement.
10. Period for Review and Consideration of Agreement.
Employee understands that Employee has been given a period of twenty‑one (21) days to review and consider this Agreement before signing it. Employee further understands that Employee may use as much or as little of this 21-day period as Employee wishes prior to signing.
11. Encouragement to Consult with Attorney.
Employee is encouraged to consult with an attorney before signing this Agreement.
12. Employee’s Right to Revoke Agreement.
Employee may revoke this Agreement within seven (7) days of Employee’s signing it. Revocation can be made by delivering a written notice of revocation to Melody Emswiler at memswiler@fmbankva.com or 205 Main Street, Timberville VA 22853. For this revocation to be effective, written notice must be received by Ms. Emswiler no later than the close of business on the seventh (7th) day after Employee signs this Agreement. If Employee has not revoked the Agreement, the eighth (8th) day after Employee signs this Agreement shall be the “Effective Date” for purposes of this Agreement.
13. Acknowledgment.
a. Employee acknowledges that Employee has signed this Agreement freely and voluntarily and under no duress of any kind. Employee has conferred with an attorney about this Agreement or has knowingly and voluntarily chosen not to confer with an attorney about the Agreement.
b. Employee acknowledges and agrees that the Company is not obligated to pay any of the attorneys’ fees, costs or expenses relating to this Agreement and that the release contained in Section 4 of this Agreement releases all Claims Employee had, has or may have through the date Employee signs this Agreement against any and all Releases for attorneys’ fees, costs and expenses.
14. Governing Law.
Employee acknowledges and agrees that this Agreement shall be construed and enforced under the laws of the Commonwealth of Virginia, without regard to its conflicts of law principles.
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15. Waiver of Jury Trial.
EMPLOYEE AGREES TO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, ANY OBLIGATIONS EMPLOYEE HAS UNDER THIS AGREEMENT, EMPLOYEE’S EMPLOYMENT BY THE COMPANY, AND/OR THE TERMINATION OF THE EMPLOYMENT RELATIONSHIP BETWEEN EMPLOYEE AND THE COMPANY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EMPLOYEE, AND EMPLOYEE ACKNOWLEDGES THAT, EXCEPT FOR THE COMPANY’S AGREEMENT TO LIKEWISE WAIVE ITS RIGHTS TO A TRIAL BY JURY (WHICH THE COMPANY HEREBY MAKES), THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OF FACTS TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF EMPLOYEE’S OWN FREE WILL, AND THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER AND AS EVIDENCE OF THIS FACT SIGNS THIS AGREEMENT BELOW.
16. Severability.
If any clause or provision of this Agreement is ruled invalid or limited by any regulatory agency or court of competent jurisdiction, the invalidity of such clause or provision shall not affect the validity of the remaining provisions, and the remainder of this Agreement shall be enforced to the fullest permitted by law; provided, however, that if Sections 4 or 5 of this Agreement, or any portion thereof, are deemed to be invalid or unenforceable, the Company shall have no obligation to provide any of the separation benefits provided under Section 2 and Employee shall be obligated to reimburse the Company for any such benefits provided prior to such determination.
17. Entire Agreement and Modification.
Employee acknowledges and agrees that, except as expressly provided for herein, this Agreement contains all of the promises and covenants made between Employee and the Company regarding the subject matter hereof. Employee intends this Agreement to constitute a complete and final agreement between Employee and the Company, and Employee intends this Agreement to supersede and replace all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this Agreement, if any. The terms of this Agreement are contractual and shall not be deemed to have been altered, modified or in any way changed by any statements, promises, discussions or agreements not appearing herein. Employee acknowledges that no promise, inducement or agreement has been made to him except as appearing herein.
18. Miscellaneous.
a. The parties acknowledge and agree that this Agreement may be executed in one or more counterparts each of which will constitute one and the same instrument. The parties further agree that all executed copies of this Agreement and photo-copies thereof shall have the same force and effect, and shall be as legally binding and enforceable, as the original.
b. It is the intention of the parties that the provisions hereof be binding upon the parties, their employees, affiliates, agents, heirs, successors and assigns forever.
c. The waiver by any party of a breach of any condition or provision of this Agreement to be performed by such other party shall not operate or be construed to be a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.
d. In the event the Company is the prevailing party in any action enforcing the terms of this Agreement, including but not limited to the provisions set forth in Section 6, Employee shall pay to Company, in addition to any damages awarded by a court of competent jurisdiction, the Company’s costs and reasonable attorneys’ fees incurred in the enforcement of this Agreement.
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19. The titles, captions, and headings in this Agreement are included for convenience only and shall not be construed to define or limit any of the provisions contained herein. Knowing and Voluntary.
BY EMPLOYEE’S SIGNATURE BELOW, EMPLOYEE EXPRESSLY ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS AGREEMENT VOLUNTARILY AND OF EMPLOYEE’S OWN FREE WILL, WITH FULL KNOWLEDGE OF THE NATURE AND CONSEQUENCES OF ITS TERMS. EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS THAT IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, and intending to be legally bound, each of the parties has caused this Confidential Separation Agreement & General Release to be executed either individually or in its entity name by its duly authorized representative.
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| F&M BANK CORP. |
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EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chapter 63, Title 18 USC Section 1350 (A) and (B)
I, Mark C. Hanna, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of F & M Bank Corp.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: November 14, 2022 | By: | /s/ Mark C. Hanna | |
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| Mark C. Hanna | |
| President & Chief Executive Officer |
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to F & M Bank Corp. and will be retained by F & M Bank Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chapter 63, Title 18 USC Section 1350 (A) and (B)
I, Lisa F. Campbell, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of F & M Bank Corp.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: November 14, 2022 | /s/ Lisa F. Campbell | ||
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| Lisa F. Campbell | |
| Executive Vice President & Chief Financial Officer |
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to F & M Bank Corp. and will be retained by F & M Bank Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350)
The undersigned, as the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer of F & M Bank Corp., respectively, certify that, to the best of each such individual’s knowledge and belief, the Quarterly Report on Form 10-Q for the period ended September 30, 2022, which accompanies this certification fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of F & M Bank Corp. at the dates and for the periods indicated. The foregoing certification is made pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and shall not be relied upon for any other purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.
| /s/ Mark C. Hanna | |||
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| Mark C. Hanna | |
| President and Chief Executive Officer | |||
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| /s/ Lisa F. Campbell |
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| Lisa F. Campbell |
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| Executive Vice President and Chief Financial Officer |
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| November 14, 2022 |
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