As used in the following management's discussion and analysis, the terms "Company," "we," "us" or "our" refer to Fauquier Bankshares, Inc. and our consolidated subsidiaries unless the context indicates that the reference is to our subsidiary bank, The Fauquier Bank, for which we also use the term "Bank."

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





In addition to the historical information contained herein, this report contains
forward-looking statements. Forward-looking statements are based on certain
assumptions and describe future plans, strategies, and expectations of the
Company, and are generally identifiable by use of the words "believe," "expect,"
"intend," "anticipate," "estimate," "project," "may," "will" or similar
expressions. Although the Company believes its plans, intentions and
expectations reflected in these forward-looking statements are reasonable, the
Company can give no assurance that these plans, intentions or expectations will
be achieved. The Company's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain, and actual results could
differ materially from those contemplated. Factors that could have a material
adverse effect on the Company's operations and future prospects include, but are
not limited to: the effects of the novel coronavirus ("COVID-19") pandemic,
including its potential effects on the economic environment, our clients and our
operations, as well as any changes to federal, state or local government laws,
regulations or orders in connection with the pandemic; changes in interest
rates; the impact of adverse economic conditions; the legislative/regulatory
climate; monetary and fiscal policies of the U.S. Government, including policies
of the U.S. Treasury and the Board of Governors of the Federal Reserve System
(the "Federal Reserve"); acts of war or terrorism; widespread disease or
pandemics, such as the COVID-19 pandemic, or other adverse external events; the
quality or composition of the loan or investment portfolios; the value of the
collateral securing loans in the portfolio; demand for loan products; deposit
flows; the level of net charge-offs on loans and the adequacy of the allowance
for loan losses; competition; effectiveness of the Company's credit processes
and management of the Company's credit risk; demand for financial services in
the Company's market area; the Company's plans to increase market share;
mergers, acquisitions and dispositions; cybersecurity threats or attacks; and
tax and accounting principles, policies and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements in
this report and you should not place undue reliance on such statements, which
reflect the Company's position as of the date of this report.



GENERAL



The Company was incorporated under the laws of the Commonwealth of Virginia on
January 13, 1984. The Company is a registered bank holding company and owns all
of the shares of The Fauquier Bank (the "Bank"). The Company engages in its
business through the Bank, a Virginia state-chartered bank that commenced
operations in 1902. The Company has no significant operations other than owning
the stock of the Bank. The Bank has 11 full-service branch offices located in
the Virginia communities of Old Town-Warrenton, Warrenton, Catlett, The Plains,
Sudley Road-Manassas, New Baltimore, Bealeton, Bristow, Haymarket, Gainesville,
and Centreville Road-Manassas. The executive offices of the Company and the main
office of the Bank are located at 10 Courthouse Square, Warrenton, Virginia
20186.



The Bank's general market area principally includes Fauquier County, Prince William County, and neighboring communities and is located approximately 50 miles southwest of Washington, D.C.





The Bank provides a full range of financial services, including internet
banking, mobile banking, commercial, retail, insurance, wealth management and
financial planning services. Retail banking services to individuals and
businesses include various types of interest and noninterest-bearing checking
accounts, money market and savings accounts, and time deposits. In addition, the
Bank provides secured and unsecured commercial and real estate loans, standby
letters of credit, secured and unsecured lines of credit, personal loans,
residential mortgages and home equity loans, and automobile and other types of
consumer financing.


The Bank operates a Wealth Management Services ("WMS") division that began with the granting of trust powers to the Bank in 1919. This division provides personalized services including investment management, financial planning, trust, estate settlement, retirement, insurance, and brokerage services.





The Bank, through its subsidiary Fauquier Bank Services, Inc., has equity
ownership interests in Bankers Insurance, LLC, a Virginia independent insurance
company, and Bankers Title Shenandoah, LLC, a title insurance company, which are
each

                                       25

--------------------------------------------------------------------------------
owned by a consortium of Virginia community banks. Fauquier Bank Services, Inc.
previously had an equity ownership interest in Infinex Investments, Inc., a
full-service broker/dealer, owned by banks and banking associations in various
states, whose ownership was sold by Fauquier Bank Services, Inc. in January
2019.



The revenues of the Bank are primarily derived from interest on and fees
received in connection with, real estate and other loans, and from interest and
dividends from investment securities. The principal sources of funds for the
Bank's lending activities are its deposits, repayment of loans, maturity of
investment securities, and borrowings from the Federal Home Loan Bank of Atlanta
("FHLB"). Additional revenues are derived from fees for deposit related and WMS
related services.



The Bank's operations are influenced by general economic conditions and by
related monetary and fiscal policies of regulatory agencies, including the
Federal Reserve. As a Virginia-chartered bank and a member of the Federal
Reserve, the Bank is supervised and examined by the Federal Reserve and the
Virginia State Corporation Commission. Interest rates on competing investments
and general market rates of interest influence deposit flows and costs of funds.
Lending activities are affected by the demand for financing of real estate and
other types of loans, which in turn is affected by the interest rate environment
and its impact on local demand and the availability of funds. The Bank faces
strong competition in the attraction of deposits, its primary source of lendable
funds, and in the origination of loans.



CRITICAL ACCOUNTING POLICIES





GENERAL. The Company's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP"). The financial information contained within the Company's statements
is, to a significant extent, based on measures of the financial effects of
transactions and events that have already occurred. A variety of factors,
including judgements made related to the effect of the COVID-19 pandemic, could
affect the ultimate value that is obtained either when earning income,
recognizing an expense, recovering an asset or relieving a liability. The
Company uses historical loss factors as one factor in determining the inherent
loss that may be present in its loan portfolio. Actual losses could differ
significantly from the historical factors that the Company uses in its
estimates. In addition, GAAP itself may change from one previously acceptable
accounting method to another method. Although the economics of the Company's
transactions would be the same, the timing of the recognition of the Company's
transactions could change.



ALLOWANCE FOR LOAN LOSSES. The Company establishes the allowance for loan losses
through charges to earnings in the form of a provision for loan losses. Loan
losses are charged against the allowance when it is believed that the collection
of the principal is unlikely. Subsequent recoveries of losses previously charged
against the allowance are credited to the allowance. The allowance represents an
amount that, in management's judgment, will be adequate to absorb probable
losses inherent in the loan portfolio. Management's judgment in determining the
level of the allowance is based on evaluations of the collectability of loans
while taking into consideration such factors as trends in delinquencies and
charge-offs for relevant periods of time, changes in the nature and volume of
the loan portfolio, current economic conditions that may affect a borrower's
ability to repay and the value of collateral, overall portfolio quality and
review of specific potential losses. This evaluation is inherently subjective
because it requires estimates that are susceptible to significant revision as
more information becomes available. Note 1 to the Consolidated Financial
Statements presented in Item 8, Financial Statements and Supplementary Data, of
the Annual Report on Form 10-K for the year ended December 31, 2019, provides
additional information related to the allowance for loan losses.



The Company employs an independent outsourced loan review function, which
annually substantiates and/or adjusts internally generated risk ratings. This
independent review function reports directly to the Company's Board of
Directors' audit committee, and the results of this review are factored into the
calculation of the allowance for loan losses.



OTHER-THAN-TEMPORARY IMPAIRMENT ("OTTI") FOR SECURITIES. Impairment of
securities occurs when the fair value of a security is less than its amortized
cost. For debt securities, impairment is considered other-than-temporary and
recognized in its entirety in net income if either (i) the Company intends to
sell the security or (ii) it is more likely than not that the Company will be
required to sell the security before recovery of its amortized cost basis. If,
however, the Company does not intend to sell the security and it is not more
likely than not that the Company will be required to sell the security before
recovery, the Company must determine what portion of the impairment is
attributable to a credit loss, which occurs when the amortized cost basis of the
security exceeds the present value of the cash flows expected to be collected
from the security. If there is no credit loss, there is no OTTI. If there is a
credit loss, OTTI exists, and the credit loss must be recognized in net income
and the remaining portion of impairment must be recognized in other
comprehensive income (loss). For equity securities, impairment is considered to
be other-than-temporary based on the Company's ability and intent to hold

                                       26

--------------------------------------------------------------------------------
the investment until recovery of fair value. OTTI of an equity security results
in a write-down that must be included in net income. The Company regularly
reviews each investment security for OTTI based on criteria that includes the
extent to which cost exceeds market price, the duration of that market decline,
the financial health of and specific prospects for the issuer, the best estimate
of the present value of cash flows expected to be collected from debt
securities, the intention with regard to holding the security to maturity and
the likelihood that the Company would be required to sell the security before
recovery.


SIGNIFICANT DEVELOPMENTS - COVID-19 Update





To the extent the economic impacts of COVID-19 continue for a prolonged period
and conditions stagnate or worsen, the Company's provision for loan losses, net
interest income and overall profitability may be adversely affected.



Business Continuity



While COVID-19 continues to aggressively spread throughout the United States,
the Company remains committed to adhering to health and safety-related
requirements and best practices across all of our locations by taking proactive
and disciplined steps to promote safety and overall wellbeing of our employees,
clients, shareholders and communities. Through the Company's Enterprise Risk
Management framework, which is governed by the Board of Directors, the Company's
Business Continuity Plan and the Bank's Incident Response Plan remain integral
parts of monitoring day to day business activities, including the return of the
Company's workforce, on a phased-in approach, subject to certain mandates and
restrictions. We have not furloughed nor do we expect to furlough any of our
employees. Management continues to closely monitor business activities and has
or will adjust accordingly as the health and safety of all constituents remain
our priority.


Paycheck Protection Program ("PPP")



On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act") was enacted to, among other provisions, provide emergency
assistance for individuals, families and businesses affected by COVID-19. The
CARES Act included the creation of the PPP through the Small Business
Administration ("SBA"). Loans provided by the Bank through the PPP may be
forgiven based on the borrowers' compliance with the terms of the program. The
SBA provides a 100% guaranty to the lender of principal and interest, unless the
lender violates an obligation under the agreement. As loan losses are expected
to be immaterial, if any at all, due to the SBA guaranty, there is no provision
allocated for PPP loans within the allowance for loan loss calculation. The
Company disbursed $52.8 million in PPP loans to 543 borrowers through June 30,
2020. There were no loans that were forgiven during the three months ended
June 30, 2020.



The following table summarizes the details of the Company's PPP loans:





                                       Three Months Ended
(Dollars in thousands)                   June 30, 2020
PPP loans outstanding                 $             52,758
Average PPP loans outstanding         $             35,138
PPP average loan size                 $                 97
PPP interest income, net              $                295
PPP unearned fees                     $              1,872
PPP weighted average processing fee                   4.00 %
PPP average yield                                     3.38 %




Participation in the PPP has impacted the Company's financial metrics in the
second quarter. Loan and deposit growth, earnings per share, and return on
assets have all increased, to a certain extent, due to the PPP. Conversely, net
interest margin, the allowance coverage ratio, and the leverage ratio have
decreased. Since PPP loans are 100% guaranteed by the SBA, the Company's common
equity tier 1, tier 1 and total risk-based capital metrics were not impacted by
PPP loan balances.



Deferral Requests

The CARES Act and interagency guidance provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructurings ("TDR") for a limited period of time to account for the effects of COVID-19. In response to this guidance, the Company granted short-term loan modifications for the deferral of


                                       27

--------------------------------------------------------------------------------


scheduled payments for a 90-day period beginning in April 2020. At June 30,
2020, the Company had modified 194 loans totaling $92.8 million under this
guidance. The following table summarizes loans modified by category at June 30,
2020:



                                             June 30, 2020
                                               Loan          Deferrals to
(Dollars in thousands)         Balance       Deferrals       Total Loans
Commercial and industrial     $  87,044     $     6,612                1.1 %
Commercial real estate          187,004          67,789               10.9 %
Construction and land            73,701           2,676                0.4 %
Consumer                          6,428             147                0.0 %
Student                           7,832               -                0.0 %
Residential real estate         227,917          15,591                2.5 %
Home equity lines of credit      32,734               -                0.0 %
Total                         $ 622,660     $    92,815               14.9 %




As of August 6, 2020, approximately 40% of the 90-day deferments have ended and
have returned to their normal payment schedules. In addition, as of August 6,
2020, 13 borrowers have requested an additional deferment period, consisting of
9 commercial loans and 4 consumer loans, with aggregate outstanding balances of
$17.6 million.



Modifications to borrowers whose industries are expected to be stressed by
COVID-19, include, but are not limited to, religious organizations, hospitality,
childcare and restaurants. The following table summarizes these industries as it
relates to the Company's loan portfolio:



(Dollars in
thousands)                                           June 30, 2020
                                                                               Loan Deferrals as a
                                           Percent of             Loan              Percent of
Loan Category           Balance            Total Loans         Deferrals          Loan Category
Religious
Organizations       $        25,450                  4.09 %   $     13,546                    53.23 %
Hospitality                  13,373                  2.15 %          5,393                    40.33 %
Childcare                    14,731                  2.37 %          6,594                    44.76 %
Restaurants                  12,378                  1.99 %          7,144                    57.72 %
                    $        65,932                 10.59 %   $     32,677                    49.56 %



Refer to Note 3 of the consolidated financial statements for additional disclosures related to TDRs as of June 30, 2020.

Net Interest income



While net interest income has been significantly impacted by the lower interest
rate environment, the Company's interest income has benefited from PPP loans and
related processing fees. PPP loans carry a fixed rate of 1.0% with a two-year
contractual maturity. For the three months ended June 30, 2020, PPP loans
contributed $295,000 to the Company's net interest income, with the average
yield of 3.38%, and a weighted average processing fee of 4.0%.  As of June 30,
2020, the Company has collected $2.1 million in processing fees, of which $1.9
million remains unearned.



EXECUTIVE OVERVIEW



This discussion is intended to focus on certain financial information regarding
the Company and the Bank and may not contain all the information that is
important to the reader. The purpose of this discussion is to provide the reader
with a more thorough understanding of the Company's financial statements. As
such, this discussion should be read carefully in conjunction with the
consolidated financial statements and accompanying notes contained elsewhere in
this report.


The Company strives to be a top performing community bank by providing financial services in its market with consistent, quality client service, premier technological support, value-added products, and a strong commitment to the community.






                                       28

--------------------------------------------------------------------------------

Financial highlights include:

• Net income of $1.6 million for the second quarter, an increase 0.90% from


      the second quarter of 2019. Year to date net income of $3.0 million, a
      decrease of 6.9% compared to the first six months of 2019;

• Net interest margin of 3.49% for the second quarter, a decrease of 24 basis

points over the second quarter of 2019. Year to date net interest margin of


      3.62%, a decrease of 19 basis points compared to the first six months of
      2019;

• Cost of funds of 0.35% for the second quarter, a decrease of 41 basis points


      from the second quarter of 2019. Year to date cost of funds of 0.45%, a
      decrease of 27 basis points compared to the first six months of 2019;

• Provision for loan losses of $911,000 for the second quarter, an increase of

$706,000 over the second quarter of 2019. Year to date provision for loan

losses of $1.3 million, an increase of $1.0 million compared to the first

six months of 2019;

• Total loans of $622.7 million, which includes $52.8 million of PPP loans, an

increase of 13.2% compared with December 31, 2019.

• Allowance for loan losses of $6.4 million, an increase of 22.4% compared

with December 31, 2019;

• Deposits of $705.8 million, an increase of 13.4% compared with December 31,

2019;

• Regulatory capital remains strong with ratios exceeding the well capitalized


      thresholds in all categories.




Net income of $1.6 million, or $0.42 per diluted share for the second quarter,
was relatively unchanged when compared with the second quarter of 2019. For the
six months ended June 30, 2020, net income was $3.0 million, or $0.78 per
diluted share compared with $3.2 million, or $0.84 per diluted share for the six
months ended June 30, 2019.



For the quarter ended June 30, 2020, the Company's return on average equity
("ROE") and return on average assets ("ROA") were 9.02% and 0.80%, respectively,
compared to 9.94% and 0.89%, for the second quarter of 2019, respectively. For
the six months ended June 30, 2020, ROE and ROA were 8.62% and 0.79%,
respectively, compared with 10.38% and 0.92%, respectively, for the six months
ended June 30, 2019.


OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

NET INTEREST INCOME AND EXPENSE





Net interest income is the largest component of net income, and is the
difference between income generated on interest-earning assets and interest
expense incurred on interest-bearing liabilities. Future trends regarding net
interest income are dependent on the absolute level of market interest rates,
the shape of the yield curve, the amount of lost income from nonperforming
assets, the amount of prepaying loans, the mix and amount of various deposit
types, competition for loans and deposits, and many other factors. These factors
are individually difficult to predict, and when taken together, the uncertainty
of future trends compounds.



The Federal Reserve decreased the targeted federal funds rate by a total of 75
basis points in the second half of 2019. In addition, in response to COVID-19,
the Federal Reserve decreased the targeted federal funds interest rate by a
total of 150 basis points in March 2020. These decreases impact the
comparability of net interest income between 2019 and 2020.



Net interest income increased $300,000 or 4.93% to $6.4 million for the second
quarter of 2020 from $6.1 million for the second quarter of 2019. Net interest
income increased $356,000 or 2.91% to $12.6 million for the six months ended
June 30, 2020 from $12.2 million for the six months ended June 30, 2019. The net
interest margin decreased to 3.49% in the second quarter of 2020 from 3.73% in
the second quarter of 2019. The net interest margin decreased to 3.62% for the
six months ended June 30, 2020 from 3.81% for the six months ended
June 30, 2019. Total earning assets increased primarily from organic loan growth
and from the origination of PPP loans. This, coupled with the decrease in
funding costs contributed to the increase in net interest income, however as a
result of the lower interest rate environment and the fixed rate of 1% on PPP
loans, yields on investments and loans have declined during the three and six
months ended June 30, 2020, giving rise to a negative impact on the net interest
margin. Given the current interest rate environment, we expect that our net
interest income and net interest margin could decrease in future periods.



Interest income decreased $271,000 or 3.72% to $7.0 million for the second
quarter of 2020 from $7.3 million for the second quarter of 2019. The decrease
in interest income was due to the 63 basis points decrease in the average yield
on earning assets, from 4.46% during the second quarter of 2019 to 3.83% during
the second quarter of 2020. Interest income decreased

                                       29

--------------------------------------------------------------------------------

$393,000 or 2.72% to $14.1 million for the six months ended June 30, 2020 from $14.5 million for the six months ended June 30, 2019.





While the average loan balances increased from $545.2 million for the second
quarter of 2019 to $610.8 million for the second quarter of 2020, the tax
equivalent yield decreased 56 basis points to 4.28% for the second quarter of
2020, compared with 4.84% for the second quarter of 2019. Excluding PPP loans,
the tax equivalent yield was 4.34% for the second quarter of 2020, a decrease of
50 basis points compared to the second quarter of 2019. Average balances for
loans were $582.6 million and $545.3 million for the six months ended June 30,
2020 and 2019, respectively, resulting in the tax equivalent yield of 4.48% and
4.86% for the six months ended June 30, 2020 and 2019, respectively. Excluding
PPP loans, the tax equivalent yield was 3.0% for the six months ended June 30,
2020.



Average interest-bearing deposit balances increased $40.2 million to $519.6
million for the second quarter of 2020, from $479.4 million for the second
quarter of 2019. Interest expense decreased $571,000 or 47.78% from $1.2 million
for the second quarter of 2019 to $624,000 for the second quarter of 2020. Cost
of funds decreased to 0.35% for the second quarter of 2020 from 0.76% for the
second quarter of 2019. Average interest-bearing deposit balances increased
$28.9 million to $507.0 million for the six months ended June 30, 2020 from
$478.1 million for the six months ended June 30, 2019.  Interest expense
decreased $749,000 or 33.42% from $2.2 million for the six months ended
June 30, 2019 to $1.5 million for the six months ended June 30, 2020. Cost of
funds were 0.45% and 0.72% for the six months ended June 30, 2020 and 2019,
respectively.  The increase in interest-bearing deposit balances is primarily
the result of organic deposit growth from new and existing personal and business
clients. The funding of PPP loans into interest-bearing deposit accounts
contributed significantly to this increase. The decreases in the cost of funds
is the result of the Company's response to interest rate trends and the
reduction of rates on certain interest-bearing transaction accounts, and lower
funding costs on FHLB advances.




                                       30

--------------------------------------------------------------------------------
The following tables set forth information, for the periods indicated, relating
to the Company's average balance sheet which reflects the average yield on
assets, average cost of liabilities and average yields and rates paid. These
yields and costs are derived by dividing income or expense by the average daily
balances of assets and liabilities, respectively.



       Average Balances, Income and Expense, and Average Yields and Rates



                                  Three Months Ended                        Three Months Ended
                                     June 30, 2020                             June 30, 2019
(Dollars in thousands)    Average       Income/       Average       Average       Income/       Average
Assets                   Balances       Expense        Rate        Balances       Expense        Rate
Loans
Taxable                  $ 609,534     $   6,507          4.29 %   $ 543,237     $   6,573          4.85 %
Nonaccrual (1)               1,235             -             -         1,929             -             -
Total loans                610,769         6,507          4.28 %     545,166         6,573          4.84 %
Securities
Taxable                     66,768           391          2.35 %      60,317           397          2.63 %
Tax-exempt (2)              16,004           126          3.15 %      12,999           108          3.31 %
Total securities            82,772           517          2.51 %      73,316           505          2.75 %
Deposits in other
banks                       44,096            10          0.10 %      38,404           224          2.35 %
Federal funds sold              14             -          0.29 %          14             -          2.32 %
Total earning assets       737,651         7,034          3.83 %     656,900         7,302          4.46 %
Less: Allowance for
loan losses                 (5,815 )                                  (5,345 )
Total nonearning
assets                      58,225                                    56,151
Total Assets             $ 790,061                                 $ 707,706
Liabilities and
Shareholders' Equity
Deposits
Demand                   $ 155,236                                 $ 119,171
Interest-bearing
NOW                        254,375     $     128          0.20 %     228,675     $     292          0.51 %
Money market                94,267            75          0.32 %      74,149           159          0.86 %
Savings                     99,932            15          0.06 %      86,090            70          0.33 %
Time deposits               71,060           281          1.59 %      90,492           436          1.93 %
Total interest-bearing
deposits                   519,634           499          0.39 %     479,406           957          0.80 %
Federal funds
purchased                        -             -             -             1             -          2.74 %
FHLB advances               28,597            76          1.07 %      29,749           188          2.54 %
Junior subordinated
debt                         4,124            49          4.86 %       4,124            50          4.83 %
Total interest-bearing
liabilities                552,355           624          0.45 %     513,280         1,195          0.93 %
Other liabilities           12,141                                    12,178
Shareholders' equity        70,329                                    63,077
Total Liabilities &
Shareholders' Equity     $ 790,061                                 $ 707,706
Net interest income
(tax-equivalent basis)                 $   6,410          3.38 %                 $   6,107          3.52 %
Less: tax-equivalent
adjustment                                   (26 )                                     (23 )
Net interest income                    $   6,384                                 $   6,084
Interest expense as a
percent of
average earning assets                                    0.34 %                                    0.73 %
Net interest margin                                       3.49 %                                    3.73 %



(1) Nonaccrual loans are included in the average balance of total loans and total

earning assets.

(2) Income and rates on non-taxable assets are computed on a tax-equivalent basis


    using a federal tax rate of 21%.


                                       31

--------------------------------------------------------------------------------

                               For the Six Months Ended                 For the Six Months Ended
                                    June 30, 2020                            June 30, 2019
(Dollars in thousands)    Average      Income/       Average       Average      Income/       Average
Assets                   Balances      Expense        Rate        Balances      Expense        Rate
Loans
Taxable                  $ 581,528     $ 12,974          4.48 %   $ 543,323     $ 13,144          4.88 %
Nonaccrual (1)               1,116            -             -         1,956            -             -
Total loans                582,644       12,974          4.48 %     545,279       13,144          4.86 %
Securities
Taxable                     66,516          798          2.42 %      59,253          804          2.72 %
Tax-exempt (2)              16,029          252          3.14 %      13,271          220          3.33 %
Total securities            82,545        1,050          2.56 %      72,524        1,024          2.83 %
Deposits in other
banks                       35,965           94          0.53 %      31,401          336          2.16 %
Federal funds sold              14            -          0.63 %          14            -          2.77 %
Total earning assets       701,168       14,118          4.05 %     649,218       14,504          4.50 %
Less: Allowance for
loan losses                 (5,583 )                                 (5,363 )
Total nonearning
assets                      57,624                                   56,529
Total Assets             $ 753,209                                $ 700,384
Liabilities and
Shareholders' Equity
Deposits
Demand                   $ 139,784                                $ 117,292
Interest-bearing
NOW                        246,909     $    343          0.28 %     231,809     $    554          0.48 %
Money market                92,441          239          0.52 %      71,470          289          0.81 %
Savings                     95,666           67          0.14 %      87,818          154          0.35 %
Time                        71,985          597          1.67 %      87,026          799          1.85 %
Total interest-bearing
deposits                   507,001        1,246          0.49 %     478,123        1,796          0.76 %
Federal funds
purchased                        1            -          1.43 %         996           14          2.90 %
FHLB advances               20,993          147          1.41 %      25,543          332          2.63 %
Junior subordinated
debt                         4,124           99          4.85 %       4,124           99          4.83 %
Total interest-bearing
liabilities                532,119        1,492          0.56 %     508,786        2,241          0.89 %
Other liabilities           11,921                                   12,206
Shareholders' equity        69,385                                   62,100
Total Liabilities &
Shareholders' Equity     $ 753,209                                $ 700,384
Net interest income
(tax equivalent basis)                 $ 12,626          3.48 %                 $ 12,263          3.61 %
Less: tax equivalent
adjustment                                  (53 )                                    (46 )
Net interest income                    $ 12,573                                 $ 12,217
Interest expense as a
percent of
average earning assets                                   0.43 %                                   0.70 %
Net interest margin                                      3.62 %                                   3.81 %



(1) Nonaccrual loans are included in the average balance of total loans and total

earning assets.

(2) Income and rates on non-taxable assets are computed on a tax-equivalent basis


    using a federal tax rate of 21%.




RATE VOLUME ANALYSIS



The following tables set forth certain information regarding changes in interest
income and interest expense for the periods indicated. For each category of
interest-earning asset and interest-bearing liability, information is provided
on changes attributable to changes in volume (change in volume multiplied by old
rate) and changes in rates (change in rate multiplied by

                                       32

--------------------------------------------------------------------------------


old volume). Changes in rate and volume, which cannot be separately identified,
are allocated proportionately between changes in rate and changes in volume.



                                  For the Three Months Ended June 30, 2020
                                          Compared to June 30, 2019
(In thousands)               Change           Due to Volume          Due to Rate
Interest Income
Loans
Taxable                    $       (66 )     $           802       $          (868 )
Securities
Taxable                             (6 )                  43                   (49 )
Tax-exempt (1)                      18                    25                    (7 )
Deposits in other banks           (214 )                  32                  (246 )
Total interest income             (268 )                 902                (1,170 )
Interest Expense
NOW                               (164 )                  33                  (197 )
Money market                       (84 )                  43                  (127 )
Savings                            (55 )                  11                   (66 )
Time deposits                     (155 )                 (92 )                 (63 )
Federal funds purchased              -                     -                     -
FHLB advances                     (112 )                  (7 )                (105 )
Junior subordinated debt            (1 )                   -                    (1 )
Total interest expense            (571 )                 (12 )                (559 )
Net interest income        $       303       $           914       $          (611 )



(1) Income and rates on non-taxable assets are computed on a tax equivalent basis


    using a federal tax rate of 21%.




                                 For the Six Months Ended June 30, 2020
                                       Compared to June 30, 2019
                                               Due to              Due to
(In thousands)               Change            Volume               Rate
Interest Income
Loans
Taxable                    $     (170 )     $        924       $       (1,094 )
Securities
Taxable                            (6 )               99                 (105 )
Tax-exempt (1)                     32                 46                  (14 )
Deposits in other banks          (242 )               48                 (290 )
Total interest income            (386 )            1,117               (1,503 )
Interest Expense
NOW                              (211 )               37                 (248 )
Money market                      (50 )               85                 (135 )
Savings                           (87 )               14                 (101 )
Time                             (202 )             (138 )                (64 )
Federal funds purchased           (14 )              (14 )                  -
FHLB advances                    (185 )              (59 )               (126 )
Junior subordinated debt            -                  -                    -
Total interest expense           (749 )              (75 )               (674 )
Net interest income        $      363       $      1,192       $         (829 )



(1) Income and rates on non-taxable assets are computed on a tax equivalent basis


    using a federal tax rate of 21%.


                                       33

--------------------------------------------------------------------------------



PROVISION FOR LOAN LOSSES



The provision for loan losses is charged to operations in order to maintain the
allowance for loan losses at a level considered necessary to absorb probable
incurred credit losses in the loan portfolio. In determining the level of the
allowance for loan losses, the Company considers the overall risk
characteristics of the loan portfolio, past and current loss experience, trends
in the Bank's delinquent and nonperforming loans, estimated values of
collateral, and the impact of current economic conditions. The amount of the
allowance is based on estimates and there can be no assurances, however, that
future losses will not exceed estimated amounts, or that increased amounts in
the provision for loan losses will not be required in future periods as more
information becomes available or events change. The allowance for loan losses is
assessed on a quarterly basis and provisions for loan losses are made in order
to maintain the allowance.



The full impact of COVID-19 is unknown and rapidly changing. The pandemic has
caused substantial disruption in the U.S. economy. The outbreak is having a
significant adverse impact on certain industries the Company serves, including
but not limited to, religious organizations, hospitality, childcare and
restaurants. Due to COVID-19 and the economic impact it could have on the
Company's loan portfolio, additional details about exposures to these stressed
industries is included in the above section titled SIGNIFICANT DEVELOPMENTS -
COVID-19 Update.



The Company recorded a provision for loan losses of $911,000 for the second
quarter of 2020 compared with $205,000 for the second quarter of 2019. The
provision for loan losses was $1.3 million and $255,000 for the six months ended
June 30, 2020 and 2019, respectively. Approximately $860,000 of the second
quarter provision was due to the change in economic conditions, which worsened
significantly beginning in March 2020 as a result of the pandemic and the
slow-down in business activity. The primary economic loss driver contributing to
the increase in the provision for loan losses was the increased unemployment
rate for the Commonwealth of Virginia. If economic conditions continue to
worsen, the Company could recognize elevated levels of provision for loan losses
in future periods.



NONINTEREST INCOME



Noninterest income decreased $184,000 to $1.2 million for the second quarter of
2020 from $1.4 million for the second quarter of 2019. Noninterest income
decreased $322,000 to $2.6 million for the six months ended June 30, 2020 from
$2.9 million for the six months ended June 30, 2019.



The following summarizes noninterest income for the three and six months ended
June 30, 2020 and 2019:


                            Three Months Ended June 30,          Increase (Decrease)            Six Months Ended June 30,          Increase (Decrease)
(Dollars in thousands)       2020                2019           Amount         Percent           2020               2019          Amount         Percent
Noninterest income
Trust and estate fees    $         499       $         427     $      72          16.86 %    $        960       $        843     $     117          13.88 %
Brokerage fees                     120                 128            (8 )        (6.25 )%            266                218            48          22.02 %
Service charges on
deposit accounts                   220                 378          (158 )       (41.80 )%            572                761          (189 )       (24.84 )%
Interchange fee
income, net                        297                 313           (16 )        (5.11 )%            567                584           (17 )        (2.91 )%
Bank-owned life
insurance                           90                  90             -              -               180                183            (3 )        (1.64 )%
Other income (loss)                (43 )                58          (101 )      (174.14 )%            (32 )              206          (238 )      (115.53 )%
Gain on sale/call of
securities available
for sale                             -                   -             -              -                 -                 79           (79 )      (100.00 )%
Gain on sale of
mortgage loans held
for sale, net                       33                   6            27         450.00 %              45                  6            39         650.00 %
Total noninterest
income                   $       1,216       $       1,400     $    (184 )       (13.14 )%   $      2,558       $      2,880     $    (322 )       (11.18 )%





                                       34

--------------------------------------------------------------------------------

The primary changes in noninterest income were:

• Trust, estate and brokerage fee income increased due to the overall increase

in assets under management and stable production from brokerage services.

• Service charges on deposit accounts have declined primarily as a result of


      the lower volume of fees generated from nonsufficient fund charges.


   •  Changes in other income (loss) was primarily the result of two

factors. First, automated teller machine ("ATM") surcharge income decreased

and the Company recognized losses on the disposal of ATMs, due to the

Company outsourcing this activity. Second, income of $214,000 was received

during the first quarter of 2020 from the Bank's ownership interest in

Bankers Insurance, LLC. This income was offset, in part, by pass-through

losses of $70,000 from the Bank's investment in qualified affordable housing


      projects during the second quarter of 2020.




NONINTEREST EXPENSE



Noninterest expense decreased $620,000 to $4.9 million for the second quarter of
2020 from $5.5 million for the second quarter of 2019. Noninterest expense
decreased $733,000 to $10.5 million for the six months ended June 30, 2020 from
$11.2 million for the six months ended June 30, 2019.



The following summarizes noninterest expense for the three and six months ended June 30, 2020 and 2019:





                          Three Months Ended June 30,          Increase (Decrease)             Six Months Ended June 30,           Increase (Decrease)
(Dollars in
thousands)                 2020                2019           Amount         Percent           2020                2019           Amount         Percent
Noninterest Expenses
Salaries and
benefits               $       2,435       $       2,923     $    (488 )       (16.70 )%   $       5,387       $       5,935     $    (548 )        (9.23 )%
Occupancy                        579                 604           (25 )        (4.14 )%           1,243               1,219            24           1.97 %
Furniture and
equipment                        190                 275           (85 )       (30.91 )%             381                 558          (177 )       (31.72 )%
Marketing and
business development             107                 171           (64 )       (37.43 )%             216                 357          (141 )       (39.50 )%
Legal, audit and
consulting                       304                 282            22           7.80 %              574                 531            43           8.10 %
Data processing                  361                 325            36          11.08 %              736                 679            57           8.39 %
Federal Deposit
Insurance
Corporation
assessment                        81                  93           (12 )       (12.90 )%             165                 187           (22 )       (11.76 )%
Other operating
expenses                         832                 836            (4 )        (0.48 )%           1,792               1,761            31           1.76 %
Total noninterest
expenses               $       4,889       $       5,509     $    (620 )       (11.25 )%   $      10,494       $      11,227     $    (733 )        (6.53 )%



The primary changes in noninterest expense were:

• Salaries and benefits have decreased primarily as a result of origination


      costs from PPP loans that are recognized as a contra salary expense in
      accordance with GAAP.

• Furniture and equipment expenses decreased primarily due to a decrease in

depreciation and maintenance from the ATMs, as noted above in noninterest

income, that were removed due to the Bank's outsourcing this service.

• Marketing and business development expenses decreased due primarily to


      timing differences in marketing campaigns.


   •  Data processing expenses have increased slightly as a result of the
      heightened level of client transactions for the reported periods.

Federal Deposit Insurance Corporation assessments decreased as a result of a


      reduction in the quarterly assessment multiplier which is based on the
      various performance metrics.




INCOME TAXES



Income tax expense was $222,000 and $206,000 for the second quarter of 2020 and
2019, respectively, resulting in an effective tax rate of 12.33% and 11.64%,
respectively. Income tax expense was $402,000 and $419,000 for the six months
ended June 30, 2020 and 2019, respectively, resulting in an effective tax rate
of 11.91% and 11.59%, respectively. The effective tax rate differed from the
statutory federal income tax rate of 21% due to the Bank's investment in
tax-exempt

                                       35

--------------------------------------------------------------------------------

securities, income from Bank-owned life insurance policies, and community development tax credits. The Company's estimated tax credits were $234,000 and $276,000 for the six months ended June 30, 2020 and 2019, respectively.

© Edgar Online, source Glimpses