8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2012

F & M Bank Corp.

(Exact name of registrant as specified in its charter)

Virginia	000-13273	54-1280811
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 1111

Timberville, Virginia 22853

(540) 896-8941

(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.

On January 27, 2012, F & M Bank Corp. issued a press release announcing results for the quarter and year ended December 31, 2011. A copy of the press release is attached as Exhibit 99.1.

The information in this Form 8-K, and the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.     Financial Statements and Exhibits.

(c)                   Exhibits

Exhibit No.	Description
99.1	F & M Bank Corp. press release dated January 27, 2012

2

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 hereunto duly authorized.

	F & M Bank Corp.
Date: January 27, 2012	By:	/s/ Neil W. Hayslett
		Neil W. Hayslett,
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	F & M Bank Corp. press release dated January 27, 2012

4

EX-99.1

EXHIBIT 99.1

F & M Bank Corp.---News and Financials

F & M BANK CORP. REPORTS 4TH QUARTER FINANCIAL RESULTS

TIMBERVILLE, VA—January 27, 2012—F & M Bank Corp. (OTCBB: FMBM), parent company of Farmers & Merchants Bank, announces its financial results for the fourth quarter and twelve months ended December 31, 2011 and its recently declared fourth quarter dividend.

Net income for the fourth quarter and fiscal year 2011 totaled $1.4 million and $4.7 million, respectively, compared to $1.1 million and $3.7 million, respectively, for the same periods in 2010.  Other notable results for the quarter and year include:

·   net interest income of approximately $5.3 million and $20.0 million, respectively, compared to $4.9 million and $18.9 million, respectively, for the same periods of 2010;

·   net interest margin of 3.98% and 3.87%, respectively, compared to 3.89% and 3.77%, respectively for the same periods in 2010;

·   non-interest income of  approximately $776 thousand and $3.2 million, respectively, compared to $888 thousand and $3.3 million, respectively, for the same periods of 2010;

·   non-interest expense of  approximately $3.2 million and $12.9 million, respectively, compared to $3.1 million and $12.7 million, respectively, for the same periods of 2010; and

·   Net income per share of $1.91 in 2011 compared to $1.63 in 2010.

Our non-performing loans totaled $14.8 million as of December 31, 2011, a decrease of approximately $1 million compared to December 31, 2010.  Our provision for loan losses totaled $900 thousand for the fourth quarter and $4 million for the fiscal year 2011, compared to $1.2 million and $4.3 million, respectively, for the same periods in 2010.  Our loan loss allowance increased to $6.9 million, or 1.54% of total loans held for investment at December 31, 2011, compared to $5.8 million, or 1.30% of total loans held for investment at December 31, 2010.

Dean Withers, President and CEO, stated “We are very pleased to announce that in 2011 we achieved a 25% increase in net income and a 17% increase in net income per share. On January 19, 2012, our Board of Directors declared a fourth quarter dividend of $0.16 per share. This is a 6.67% increase over our previous dividends. The dividend will be paid on February 9, 2012, to shareholders of record as of January 30, 2012.”

Highlights of the company’s financial performance are included below.

F & M Bank Corp. is an independent, locally-owned, community bank holding company, offering a full range of financial services, through its subsidiary bank, Farmers & Merchants Bank’s nine banking offices in Rockingham, Shenandoah and Page Counties, Virginia. Additional information may be found by contacting us on the internet at www.farmersandmerchants.biz or by calling: (540) 896-8941.

This press release may contain “forward-looking statements” as defined by federal securities laws, which may involve significant risks and uncertainties. These statements address issues that involve risks, uncertainties, estimates and assumptions made by management, and actual results could differ materially from the results contemplated by these forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, legislative and regulatory policies, and a variety of other matters. Other risk factors are detailed from time to time in our Securities and Exchange Commission filings. Readers should consider these risks and uncertainties in evaluating forward-looking statements and should not place undue reliance on such statements. We undertake no obligation to update these statements following the date of this press release.

SOURCE:	F & M Bank Corp.
CONTACT:	Neil Hayslett, EVP/CFO, Farmers & Merchants Bank
	540-896-8941 or neilhayslett@farmersandmerchants.biz

F & M Bank Corp.

Financial Highlights

	For Twelve Months Ended December 31
INCOME STATEMENT	Unaudited 2011			Audited 2010
Interest and Dividend Income	$	27,680,179		$	27,870,473
Interest Expense		7,718,651			9,005,543
Net Interest Income		19,961,528			18,864,930
Non-Interest Income		3,178,195			3,339,536
Non-Interest Expense		12,891,818			12,741,244
Provision for Loan Losses		4,000,000			4,300,000
Income Before Income Taxes & Securities Transactions		6,247,905			5,163,222
Securities Gains (Losses)		1,024,539			348,812
Minority Interest in Consolidated Subsidiary (Earnings) Losses		(61,525	)		(89,982	)
Provision For Income Taxes		2,522,728			1,681,392
Net Income	$	4,688,191		$	3,740,660
Average Shares Outstanding		2,449,864			2,299,294
Net Income Per Common Share		1.91			1.63
Dividends Declared		.60			.60

BALANCE SHEET	Unaudited December 31, 2011			Audited December 31, 2010
Cash and Due From Banks	$	6,813,243		$	4,585,693
Interest Bearing Bank Deposits		1,187,996			2,926,978
Federal Funds Sold		2,180,601			16,338,229
Loans Held for Sale		60,542,812			23,764,237
Loans Held for Investment		451,570,491			445,147,227
Less Allowance for Loan Losses		(6,936,904	)		(5,785,633	)
Net Loans Held for Investment		444,633,587			439,361,594
Securities		22,107,621			24,144,495
Other Assets		28,697,669			27,733,338
Total Assets	$	566,163,529		$	538,854,564
Deposits	$	435,946,623		$	425,050,757
Short Term Debt		18,538,963			5,354,992
Subordinated Debt		10,191,000			9,944,000
Long Term Debt		47,107,143			49,035,464
Other Liabilities		7,092,940			7,240,003
Total Liabilities		518,876,669			496,625,216
Minority Interest in Consolidated Subsidiary		216,165			186,133
Stockholders’ Equity		47,070,695			42,043,215
Total Liabilities and Stockholders’ Equity	$	566,163,529		$	538,854,564
Book Value Per Common Share	$	18.88		$	18.23