e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the quarterly period ended June 30, 2006
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the transition period from to
Commission File No. 000-25805
Fauquier Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1288193 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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10 Courthouse Square Warrenton, Virginia
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20186 |
(Address of principal executive offices)
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(Zip Code) |
(540) 347-2700
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
As of August 7, 2006, the latest practicable date for determination, 3,476,520 shares
of common stock, par value $3.13 per share, of the registrant were outstanding.
FAUQUIER BANKSHARES, INC.
INDEX
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Page |
Part I. FINANCIAL INFORMATION |
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Item 1.
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Financial Statements |
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2 |
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Consolidated Balance Sheets as of June 30, 2006 (unaudited) and December 31, 2005 |
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2 |
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Consolidated Statements of Income (unaudited) for the Three Months Ended June 30, 2006 and 2005 |
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3 |
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Consolidated Statements of Income (unaudited) for the Six Months Ended June 30, 2006 and 2005 |
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4 |
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Consolidated Statements of Changes in Shareholders Equity (unaudited) for the Six Months Ended June 30, 2006 and 2005 |
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5 |
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Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2006 and 2005 |
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6 |
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Notes to Consolidated Financial Statements |
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7 |
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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14 |
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk |
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30 |
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Item 4.
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Controls and Procedures |
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30 |
Part II. OTHER INFORMATION |
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30 |
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Item 1.
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Legal Proceedings |
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30 |
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Item 1A.
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Risk Factors |
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30 |
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds |
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31 |
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Item 3.
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Defaults Upon Senior Securities |
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31 |
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Item 4.
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Submission of Matters to a Vote of Security Holders |
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31 |
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Item 5.
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Other Information |
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32 |
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Item 6.
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Exhibits |
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32 |
SIGNATURES |
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32 |
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
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Unaudited |
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Audited |
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June 30, 2006 |
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December 31, 2005 |
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Assets |
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Cash and due from banks |
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$ |
16,288,056 |
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$ |
26,565,702 |
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Interest-bearing deposits in other banks |
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556,535 |
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680,013 |
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Federal funds sold |
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9,000 |
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493,000 |
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Securities, at fair value |
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42,537,205 |
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48,390,771 |
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Loans, net of allowance for loan losses of
$4,457,970 in 2006 and $4,238,143 in 2005 |
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412,638,311 |
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381,049,471 |
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Bank premises and equipment, net |
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8,002,381 |
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8,289,581 |
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Accrued interest receivable |
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1,613,794 |
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1,585,849 |
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Other assets |
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13,632,813 |
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14,191,023 |
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Total assets |
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495,278,095 |
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481,245,410 |
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Liabilities |
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Deposits: |
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Noninterest-bearing |
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88,420,902 |
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95,411,624 |
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Interest-bearing |
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314,884,228 |
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296,245,545 |
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Total deposits |
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403,305,130 |
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391,657,169 |
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Federal funds purchased |
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17,000,000 |
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5,000,000 |
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Dividends payable |
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Federal Home Loan Bank advances |
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31,000,000 |
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42,000,000 |
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Company-obligated mandatorily redeemable capital
securities |
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4,124,000 |
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4,124,000 |
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Other liabilities |
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2,777,157 |
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2,885,096 |
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Commitments and contingent liabilities |
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Total liabilities |
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458,206,287 |
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445,666,265 |
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Shareholders Equity |
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Common stock, par value, $3.13; authorized
8,000,000 shares; issued and outstanding, 2006,
3,475,085 shares; 2005, 3,448,786 shares |
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10,877,016 |
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10,794,700 |
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Retained earnings |
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27,031,130 |
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25,440,838 |
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Accumulated other comprehensive income (loss), net |
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(836,338 |
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(656,393 |
) |
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Total shareholders equity |
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37,071,808 |
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35,579,145 |
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Total liabilities and shareholders equity |
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$ |
495,278,095 |
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$ |
481,245,410 |
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See accompanying Notes to Consolidated Financial Statements.
2
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
For the Three Months Ended June 30, 2006 and 2005
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2006 |
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2005 |
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Interest Income |
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Interest and fees on loans |
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$ |
6,905,346 |
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$ |
5,744,799 |
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Interest and dividends on securities available for sale: |
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Taxable interest income |
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395,485 |
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483,732 |
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Interest income exempt from federal income taxes |
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13,129 |
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13,054 |
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Dividends |
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74,847 |
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58,768 |
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Interest on federal funds sold |
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2,763 |
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30,345 |
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Interest on deposits in other banks |
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6,303 |
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1,309 |
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Total interest income |
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7,397,873 |
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6,332,007 |
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Interest Expense |
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Interest on deposits |
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1,846,576 |
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1,202,909 |
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Interest on federal funds purchased |
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166,650 |
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1,456 |
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Interest on Federal Home Loan Bank advances |
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394,625 |
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218,565 |
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Distribution on capital securities of subsidiary trust |
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87,018 |
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67,812 |
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Total interest expense |
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2,494,869 |
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1,490,742 |
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Net interest income |
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4,903,004 |
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4,841,265 |
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Provision for loan losses |
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180,000 |
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208,750 |
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Net interest income after
provision for loan losses |
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4,723,004 |
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4,632,515 |
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Other Income |
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Wealth management income |
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336,334 |
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284,667 |
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Service charges on deposit accounts |
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723,513 |
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660,395 |
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Other service charges, commissions and income |
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373,063 |
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321,976 |
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Gain on sale of property rights |
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Total other income |
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1,432,910 |
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1,267,038 |
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Other Expenses |
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Salaries and benefits |
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2,321,056 |
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2,074,304 |
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Net occupancy expense of premises |
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262,648 |
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230,248 |
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Furniture and equipment |
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347,787 |
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319,841 |
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Other operating expenses |
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1,383,916 |
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1,476,442 |
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Loss on sale of securities |
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Total other expenses |
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4,315,407 |
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4,100,835 |
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Income before income taxes |
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1,840,507 |
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1,798,718 |
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Income tax expense |
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552,695 |
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549,567 |
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Net Income |
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$ |
1,287,812 |
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$ |
1,249,151 |
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Earnings per Share, basic |
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$ |
0.37 |
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$ |
0.36 |
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Earnings per Share, assuming dilution |
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$ |
0.36 |
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$ |
0.35 |
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Dividends per Share |
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$ |
0.190 |
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$ |
0.16 |
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See accompanying Notes to Consolidated Financial Statements.
3
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
For the Six Months Ended June 30, 2006 and 2005
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2006 |
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2005 |
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Interest Income |
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|
|
|
|
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Interest and fees on loans |
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$ |
13,328,784 |
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$ |
11,074,630 |
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Interest and dividends on securities available for sale: |
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|
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|
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|
Taxable interest income |
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|
813,322 |
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|
990,477 |
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Interest income exempt from federal income taxes |
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|
26,252 |
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|
26,136 |
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Dividends |
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|
121,995 |
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|
85,499 |
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Interest on federal funds sold |
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|
17,405 |
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|
37,496 |
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Interest on deposits in other banks |
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|
11,278 |
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|
2,830 |
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Total interest income |
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14,319,036 |
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|
12,217,068 |
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Interest Expense |
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Interest on deposits |
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3,417,674 |
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2,242,295 |
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Interest on federal funds purchased |
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204,450 |
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|
26,886 |
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Interest on Federal Home Loan Bank advances |
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882,437 |
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|
422,103 |
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Distribution on capital securities of subsidiary trust |
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172,723 |
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129,600 |
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Total interest expense |
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4,677,284 |
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|
2,820,884 |
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Net interest income |
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9,641,752 |
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|
9,396,184 |
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Provision for loan losses |
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300,000 |
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|
333,750 |
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Net interest income after
provision for loan losses |
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|
9,341,752 |
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|
9,062,434 |
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Other Income |
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|
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Wealth management income |
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|
663,881 |
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|
602,368 |
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Service charges on deposit accounts |
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|
1,359,452 |
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|
1,301,520 |
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Other service charges, commissions and income |
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|
725,405 |
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|
625,562 |
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Gain on sale of property rights |
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|
250,000 |
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Total other income |
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|
2,998,738 |
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|
2,529,450 |
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Other Expenses |
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Salaries and benefits |
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4,504,823 |
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|
4,132,226 |
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Net occupancy expense of premises |
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|
503,801 |
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|
463,318 |
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Furniture and equipment |
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|
679,506 |
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|
637,128 |
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Other operating expenses |
|
|
2,732,368 |
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|
2,687,654 |
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Loss on sale of securities |
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|
82,564 |
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|
|
|
|
|
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Total other expenses |
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|
8,503,062 |
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|
|
7,920,326 |
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|
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Income before income taxes |
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|
3,837,428 |
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|
|
3,671,558 |
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|
|
|
|
|
|
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Income tax expense |
|
|
1,152,004 |
|
|
|
1,112,139 |
|
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|
|
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|
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Net Income |
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$ |
2,685,424 |
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|
$ |
2,559,419 |
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|
|
|
|
|
|
|
|
Earnings per Share, basic |
|
$ |
0.77 |
|
|
$ |
0.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Share, assuming dilution |
|
$ |
0.75 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per Share |
|
$ |
0.365 |
|
|
$ |
0.31 |
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
4
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders Equity
(Unaudited)
For the Six Months Ended June 30, 2006 and 2005
|
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|
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|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
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|
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Other |
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|
Common |
|
|
Retained |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
|
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|
|
Stock |
|
|
Earnings |
|
|
Income
(Loss) |
|
|
Income |
|
|
Total |
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004 |
|
$ |
10,618,775 |
|
|
$ |
21,320,223 |
|
|
$ |
(47,934 |
) |
|
|
|
|
|
$ |
31,891,064 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
2,559,419 |
|
|
|
|
|
|
$ |
2,559,419 |
|
|
|
2,559,419 |
|
Other comprehensive income net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses on securities available
for sale, net of deferred income taxes of $137,241
|
|
|
|
|
|
|
|
|
|
|
(266,410 |
) |
|
|
(266,410 |
) |
|
|
(266,410 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,293,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($.31 per share) |
|
|
|
|
|
|
(1,065,592 |
) |
|
|
|
|
|
|
|
|
|
|
(1,065,592 |
) |
Restricted Stock Forfeiture |
|
|
(3,506 |
) |
|
|
(24,494 |
) |
|
|
|
|
|
|
|
|
|
|
(28,000 |
) |
Net issuance of restricted stock, stock incentive plan
(10,045 shares) |
|
|
31,441 |
|
|
|
218,077 |
|
|
|
|
|
|
|
|
|
|
|
249,518 |
|
Unearned compensation on restricted stock |
|
|
|
|
|
|
(249,518 |
) |
|
|
|
|
|
|
|
|
|
|
(249,518 |
) |
Amortization of unearned compensation, restricted stock awards |
|
|
|
|
|
|
157,790 |
|
|
|
|
|
|
|
|
|
|
|
157,790 |
|
Issuance of common stock |
|
|
8,811 |
|
|
|
62,736 |
|
|
|
|
|
|
|
|
|
|
|
71,547 |
|
Exercise of stock options |
|
|
115,213 |
|
|
|
193,057 |
|
|
|
|
|
|
|
|
|
|
|
308,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2005 |
|
$ |
10,770,734 |
|
|
$ |
23,171,698 |
|
|
$ |
(314,344 |
) |
|
|
|
|
|
$ |
33,628,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005 |
|
$ |
10,794,700 |
|
|
$ |
25,440,838 |
|
|
$ |
(656,393 |
) |
|
|
|
|
|
$ |
35,579,146 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
2,685,424 |
|
|
|
|
|
|
$ |
2,685,424 |
|
|
|
2,685,424 |
|
Other comprehensive income net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses on securities available
for sale, net of deferred income taxes of $293,600
|
|
|
|
|
|
|
|
|
|
|
(179,945 |
) |
|
|
(179,945 |
) |
|
|
(179,945 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,505,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($.365 per share) |
|
|
|
|
|
|
(1,268,073 |
) |
|
|
|
|
|
|
|
|
|
|
(1,268,073 |
) |
Net issuance of restricted stock, stock incentive plan
(10,347 shares) |
|
|
32,386 |
|
|
|
228,772 |
|
|
|
|
|
|
|
|
|
|
|
261,158 |
|
Unearned compensation on restricted stock |
|
|
|
|
|
|
(261,158 |
) |
|
|
|
|
|
|
|
|
|
|
(261,158 |
) |
Amortization of unearned compensation, restricted stock awards |
|
|
|
|
|
|
102,879 |
|
|
|
|
|
|
|
|
|
|
|
102,879 |
|
Issuance of common stock |
|
|
10,993 |
|
|
|
75,688 |
|
|
|
|
|
|
|
|
|
|
|
86,680 |
|
Exercise of stock options |
|
|
38,937 |
|
|
|
26,760 |
|
|
|
|
|
|
|
|
|
|
|
65,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2006 |
|
$ |
10,877,016 |
|
|
$ |
27,031,131 |
|
|
$ |
(836,338 |
) |
|
|
|
|
|
$ |
37,071,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
Fauquier Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended June 30, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,685,424 |
|
|
$ |
2,559,419 |
|
Adjustments to reconcile net income to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
604,154 |
|
|
|
591,207 |
|
Provision for loan losses |
|
|
300,000 |
|
|
|
333,750 |
|
Amortization of security premiums, net |
|
|
14,830 |
|
|
|
30,175 |
|
Amortization of unearned compensation |
|
|
102,879 |
|
|
|
157,790 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Decrease (Increase) in other assets |
|
|
622,964 |
|
|
|
(427,128 |
) |
(Decrease) Increase in other liabilities |
|
|
(107,939 |
) |
|
|
(719,674 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
4,222,312 |
|
|
|
2,525,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
Proceeds from sale of securities available for sale |
|
|
3,024,745 |
|
|
|
|
|
Proceeds from maturities, calls and principal
payments of securities available for sale |
|
|
2,150,247 |
|
|
|
7,712,216 |
|
Purchase of securities available for sale |
|
|
|
|
|
|
(258,199 |
) |
Purchase of premises and equipment |
|
|
(316,954 |
) |
|
|
(453,605 |
) |
Proceeds (Purchase) of other investment |
|
|
391,100 |
|
|
|
(461,300 |
) |
Net Decrease (Increase) in loans |
|
|
(31,888,840 |
) |
|
|
(14,869,394 |
) |
|
|
|
|
|
|
|
Net cash (used in) investing activities |
|
|
(26,639,702 |
) |
|
|
(8,330,282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Net (Decrease) Increase in demand deposits, NOW accounts
and savings accounts |
|
|
(15,411,318 |
) |
|
|
(8,587,708 |
) |
Net (Decrease) Increase in certificates of deposit |
|
|
27,059,281 |
|
|
|
18,830,478 |
|
Federal Home Loan Bank advances |
|
|
|
|
|
|
8,000,000 |
|
Federal Home Loan Bank principal repayments |
|
|
(11,000,000 |
) |
|
|
(5,000,000 |
) |
Purchase (Repayment) of Federal Funds |
|
|
12,000,000 |
|
|
|
5,000,000 |
|
Cash dividends paid on common stock |
|
|
(1,268,073 |
) |
|
|
(1,574,479 |
) |
Issuance of common stock |
|
|
152,376 |
|
|
|
379,817 |
|
Acquisition of common stock |
|
|
|
|
|
|
(28,000 |
) |
|
|
|
|
|
|
|
Net cash
provided by (used in) financing activities |
|
|
11,532,266 |
|
|
|
17,020,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in cash and cash equivalents |
|
|
(10,885,124 |
) |
|
|
11,215,365 |
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
Beginning |
|
|
27,738,715 |
|
|
|
9,166,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending |
|
$ |
16,853,591 |
|
|
$ |
20,381,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
|
|
|
|
Cash payments for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
3,251,617 |
|
|
$ |
2,693,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
808,000 |
|
|
$ |
1,290,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Noncash Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on securities available for sale, net |
|
$ |
272,644 |
|
|
$ |
(403,652 |
) |
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
6
Fauquier Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. General
The consolidated statements include the accounts of Fauquier Bankshares, Inc. (the Company)
and its wholly-owned subsidiary, The Fauquier Bank (the Bank), and the Banks wholly-owned
subsidiary, Fauquier Bank Services, Inc. In consolidation, significant intercompany financial
balances and transactions have been eliminated. In the opinion of management, the accompanying
unaudited consolidated financial statements contain all adjustments ( consisting of only normal
recurring accruals) necessary to present fairly the financial positions as of June 30, 2006 and
December 31, 2005 and the results of operations and cash flows for the six months ended June 30,
2006 and 2005.
The results of operations for the six months ended June 30, 2006 and 2005 are not necessarily
indicative of the results expected for the full year.
2. Securities
The amortized cost of securities available for sale, with unrealized gains and losses follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
|
|
June 30, 2006 |
|
Obligations of U.S.
Government corporations
and agencies |
|
$ |
33,535,551 |
|
|
$ |
1,368 |
|
|
$ |
(1,169,125 |
) |
|
$ |
32,367,794 |
|
Obligations of states and political
subdivisions |
|
|
962,375 |
|
|
|
47,222 |
|
|
|
|
|
|
|
1,009,597 |
|
Corporate Bonds |
|
|
6,000,000 |
|
|
|
|
|
|
|
(86,250 |
) |
|
|
5,913,750 |
|
Mutual Funds |
|
|
273,537 |
|
|
|
|
|
|
|
(15,393 |
) |
|
|
258,144 |
|
FHLMC Preferred Bank Stock |
|
|
441,000 |
|
|
|
|
|
|
|
(45,000 |
) |
|
|
396,000 |
|
Restricted investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank Stock |
|
|
2,357,000 |
|
|
|
|
|
|
|
|
|
|
|
2,357,000 |
|
Federal Reserve Bank Stock |
|
|
72,000 |
|
|
|
|
|
|
|
|
|
|
|
72,000 |
|
Community Bankers Bank Stock |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
The Bankers Bank Stock |
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43,804,383 |
|
|
$ |
48,590 |
|
|
$ |
(1,315,768 |
) |
|
$ |
42,537,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
|
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S.
Government corporations
and agencies |
|
$ |
38,731,324 |
|
|
$ |
10,072 |
|
|
$ |
(943,127 |
) |
|
$ |
37,798,269 |
|
Obligations of states and political
subdivisions |
|
|
962,013 |
|
|
|
57,516 |
|
|
|
|
|
|
|
1,019,529 |
|
Corporate Bonds |
|
|
6,000,000 |
|
|
|
|
|
|
|
(98,750 |
) |
|
|
5,901,250 |
|
Mutual Funds |
|
|
267,947 |
|
|
|
|
|
|
|
(7,144 |
) |
|
|
260,803 |
|
FHLMC Preferred Bank Stock |
|
|
441,000 |
|
|
|
|
|
|
|
(13,100 |
) |
|
|
427,900 |
|
Restricted investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank Stock |
|
|
2,748,100 |
|
|
|
|
|
|
|
|
|
|
|
2,748,100 |
|
Federal Reserve Bank Stock |
|
|
72,000 |
|
|
|
|
|
|
|
|
|
|
|
72,000 |
|
Community Bankers Bank Stock |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
The Bankers Bank Stock |
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
112,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
49,385,304 |
|
|
$ |
67,588 |
|
|
$ |
(1,062,121 |
) |
|
$ |
48,390,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost and fair value of securities available for sale, by contractual maturity, are
shown below. Expected maturities may differ from contractual maturities because issuers may have
the right to call or prepay obligations without penalties.
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
Due in one year or less |
|
$ |
|
|
|
$ |
|
|
Due after one year through five years |
|
|
17,937,593 |
|
|
|
17,374,440 |
|
Due after five years through ten years |
|
|
2,218,144 |
|
|
|
2,145,976 |
|
Due after ten years |
|
|
20,342,189 |
|
|
|
19,770,725 |
|
Equity Securities |
|
|
3,306,457 |
|
|
|
3,246,064 |
|
|
|
|
|
|
|
|
|
|
$ |
43,804,383 |
|
|
$ |
42,537,205 |
|
|
|
|
|
|
|
|
8
The following table shows the Companys investments with gross unrealized losses and their
fair value, aggregated by investment category and the length of time that individual securities
have been in a continuous unrealized loss position, at June 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
Description of Securities |
|
Fair Value |
|
|
Unrealized (Losses) |
|
|
Fair Value |
|
|
Unrealized (Losses) |
|
|
Fair Value |
|
|
Unrealized (Losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. Government
corporations and agencies |
|
$ |
2,847,333 |
|
|
$ |
(76,802 |
) |
|
$ |
29,253,744 |
|
|
$ |
(1,092,323 |
) |
|
$ |
32,101,077 |
|
|
$ |
(1,169,125 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds |
|
|
|
|
|
|
|
|
|
|
5,913,750 |
|
|
|
(86,250 |
) |
|
|
5,913,750 |
|
|
|
(86,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal, debt securities |
|
|
2,847,333 |
|
|
|
(76,802 |
) |
|
|
35,167,494 |
|
|
|
(1,178,573 |
) |
|
|
38,014,827 |
|
|
|
(1,255,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
441,000 |
|
|
|
(45,000 |
) |
|
|
441,000 |
|
|
|
(45,000 |
) |
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
273,537 |
|
|
|
(15,393 |
) |
|
|
273,537 |
|
|
|
(15,393 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporary impaired securities |
|
$ |
2,847,333 |
|
|
$ |
(76,802 |
) |
|
$ |
35,882,031 |
|
|
$ |
(1,238,966 |
) |
|
$ |
38,729,364 |
|
|
$ |
(1,315,768 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The nature of the securities which are temporarily impaired for a continuous 12 months or more can
be segmented into three
groups. The first group consists of Federal Agency bonds totaling $14.9 million with a temporary
loss of approximately $496,000.
The bonds within this group have Aaa/AAA ratings from Moodys and Standard & Poors. These bonds
have estimated maturity
dates of 24 months to 39 months. The Company has the ability to hold these bonds to maturity.
The second group consists of Federal agency mortgage-backed securities totaling $15.3 million with
a temporary loss of approximately
$596,000. The securities within this group have Aaa/AAA ratings from Moodys and Standard &
Poors. The estimated maturity dates
range from 18 months to 335 months, and return principal on a monthly basis representing the
repayment and prepayment of the
underlying mortgages. The Company has the ability to hold these securities to maturity.
The third group consists of corporate bonds, rated A2 by Moodys, totaling $6 million with a
temporary loss of approximately
$86,250. These bonds have an estimated maturity of 27 years, but can be called at par on the five
year anniversary. If not called,
the bonds reprice every three months at a fixed index above LIBOR. The Company has the ability to
hold these bonds to maturity.
The carrying value of securities pledged to secure
deposits and for other purposes amounted to $16,030,481 and $18,317,369 at June 30, 2006 and December 31, 2005,
respectively.
9
3. |
|
Loans |
|
|
|
A summary of the balances of loans follows: |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Thousands) |
|
Real estate loans: |
|
|
|
|
|
|
|
|
Construction |
|
$ |
31,686 |
|
|
$ |
27,302 |
|
Secured by farmland |
|
|
638 |
|
|
|
535 |
|
Secured by 1 - to - 4 family residential |
|
|
161,797 |
|
|
|
153,997 |
|
Other real estate loans |
|
|
134,905 |
|
|
|
120,416 |
|
Commercial and industrial loans (not secured by real estate) |
|
|
42,624 |
|
|
|
35,497 |
|
Consumer installment loans |
|
|
34,238 |
|
|
|
38,677 |
|
All other loans |
|
|
11,734 |
|
|
|
9,386 |
|
|
|
|
|
|
|
|
Total loans |
|
$ |
417,622 |
|
|
$ |
385,810 |
|
Unearned income |
|
|
(526 |
) |
|
|
(523 |
) |
Allowance for loan losses |
|
|
4,458 |
|
|
|
4,238 |
|
|
|
|
|
|
|
|
Net loans |
|
$ |
412,638 |
|
|
$ |
381,049 |
|
|
|
|
|
|
|
|
Analysis of the allowance for loan losses follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Six Months |
|
|
Twelve Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
June, 30 |
|
|
June, 30 |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
Balance at beginning of period |
|
$ |
4,238,143 |
|
|
$ |
4,060,321 |
|
|
$ |
4,060,321 |
|
Provision charged to operating expense |
|
|
300,000 |
|
|
|
333,750 |
|
|
|
472,917 |
|
Recoveries added to the allowance |
|
|
48,347 |
|
|
|
32,920 |
|
|
|
53,331 |
|
Loan losses charged to the allowance |
|
|
(128,520 |
) |
|
|
(138,060 |
) |
|
|
(348,426 |
) |
|
|
|
|
|
|
Balance at end of period |
|
$ |
4,457,970 |
|
|
$ |
4,288,931 |
|
|
$ |
4,238,143 |
|
|
|
|
|
|
|
Nonperforming assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Thousands) |
|
Nonaccrual loans |
|
$ |
1,706 |
|
|
$ |
13 |
|
Restructured loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming loans |
|
|
1,706 |
|
|
|
13 |
|
Foreclosed property |
|
|
67 |
|
|
|
182 |
|
|
|
|
|
|
|
|
Total nonperforming assets |
|
$ |
1,773 |
|
|
$ |
195 |
|
|
|
|
|
|
|
|
Total loans past due 90 days or more and still accruing interest totaled $0 on June 30, 2006
and $679,000 on December 31, 2005.
10
4. |
|
Company-Obligated Mandatorily Redeemable Capital Securities of Subsidiary Trust |
|
|
|
On March 26, 2002, the Companys wholly-owned Connecticut statutory business trust privately
issued $4 million face amount of the trusts Floating Rate Capital Securities (Capital Securities) in a pooled capital
securities offering. Simultaneously, the trust used the proceeds of that sale to purchase $4 million principal amount of the Companys
Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032 (Subordinated Debentures). Both the Capital
Securities and the Subordinated Debentures are callable at any time after five years from the issue date. The Subordinated Debentures
are an unsecured obligation of the Company and are junior in right of payment to all present and future senior indebtedness of
the Company. The Capital Securities are guaranteed by the Company on a subordinated basis. |
|
|
|
The Capital Securities are presented in the consolidated balance sheets of the Company under
the caption Company-obligated mandatorily redeemable capital securities. The Company records distributions payable on the
Capital Securities as an Interest Expense in its consolidated statements of income. The cost of issuance of the Capital
Securities was approximately $128,000. This cost is being amortized over a five year period from the issue date. |
5. |
|
Earnings Per Share |
|
|
|
The following table shows the weighted average number of shares used in computing earnings per
share and the effect on weighted average number of shares of dilutive potential common stock. Dilutive
potential common stock had no effect on income available to common shareholders. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2006 |
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
Per Share |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Basic earnings per share |
|
|
3,475,064 |
|
|
$ |
0.37 |
|
|
|
3,466,540 |
|
|
$ |
0.77 |
|
|
|
3,421,009 |
|
|
$ |
0.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities, stock options |
|
|
112,986 |
|
|
|
|
|
|
|
112,686 |
|
|
|
|
|
|
|
128,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
3,588,050 |
|
|
$ |
0.36 |
|
|
|
3,579,226 |
|
|
$ |
0.75 |
|
|
|
3,549,863 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
6. |
|
Stock-Based Compensation |
|
|
At June 30, 2006, the Company has a stock-based compensation plan. Effective January 1, 2006,
the Company adopted the provisions of FASB Statement No. 123(R), Share-Based Payment, which
requires that the Company recognize expense related to the fair value of stock-based compensation
awards in net income. Prior to January 1, 2006, the Company accounted for its stock-based
compensation under the recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. Accordingly, stock compensation expense
was not recognized in net income, as all stock options granted had an exercise price equal to the
market value of the underlying common stock on the date of grant. However, prior years financial
statements included pro forma disclosures of the effect on net income and earnings per share if the
Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation, to stock-based compensation. |
|
|
|
The following table illustrates the effect on net income and earnings per share for the Company had
the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation, been applied to stock-based compensation for six months ended June 30, 2006 and 2005. |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Net Income, as reported |
|
$ |
2,685,424 |
|
|
$ |
2,559,419 |
|
Deduct: Total stock-based employee compensation
expense determined based on fair value
method of awards, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
2,685,424 |
|
|
$ |
2,559,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
0.77 |
|
|
$ |
0.74 |
|
Basic pro forma |
|
|
0.77 |
|
|
|
0.74 |
|
Diluted as reported |
|
|
0.75 |
|
|
|
0.72 |
|
Diluted pro forma |
|
|
0.75 |
|
|
|
0.72 |
|
12
|
|
The following table provides a reconciliation of the changes in the defined benefit pension
plans obligations for the six months ended June 30, 2006 and 2005. |
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
346,254 |
|
|
$ |
287,240 |
|
Interest cost |
|
|
187,994 |
|
|
|
170,240 |
|
Expected return on plan assets |
|
|
(197,920 |
) |
|
|
(150,858 |
) |
Amortization of transition obligation/(asset) |
|
|
(9,490 |
) |
|
|
(9,490 |
) |
Amortization of prior service cost |
|
|
3,884 |
|
|
|
3,884 |
|
Recognized net actuarial loss |
|
|
30,478 |
|
|
|
31,156 |
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
361,200 |
|
|
$ |
332,172 |
|
|
|
|
|
|
|
|
|
|
The Company previously disclosed in its financial statements for the year ended December 31,
2005, that it expected to contribute $790,709 to its pension plan in 2006. As of June 30, 2006,
contributions totaling $424,456 have been made. This contribution fully funds the pension plan
for 2006. The Company presently anticipates no additional contributions. |
13
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
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 we believe our plans, intentions
and expectations reflected in these forward-looking statements are reasonable, we can give
no assurance that these plans, intentions, or expectations will be achieved. Our 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 our operations and future prospects include, but are not
limited to, changes in: interest rates and the shape of the interest rate yield curve,
general 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 quality or composition of the Banks loan or
investment portfolios, demand for loan products, deposit flows, competition, demand for
financial services in our market area 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 our
position as of the date of this report.
GENERAL
Fauquier Bankshares, Inc. (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 voting shares of The Fauquier Bank (the Bank), a Virginia
state-chartered bank that commenced operations in 1902. The Company engages in its business
through the Bank, and has no significant operations other than owning the stock of the Bank.
The Company had issued and outstanding 3,475,085 shares of common stock, par value $3.13 per
share, held by approximately 445 holders of record on June 30, 2006.
The Bank has eight full service branch offices located in the Virginia communities of
Warrenton, Catlett, The Plains, New Baltimore, Sudley Road-Manassas, Old Town-Manassas and
Bealeton. The executive offices of the Company and the main office of the Bank are located
at 10 Courthouse Square, Warrenton, Virginia 20186. During the March 2005 quarter, the Bank
signed a lease for its ninth full service branch in Haymarket, Virginia, scheduled to open
in 2007. The Banks general market area principally includes Fauquier County, western Prince
William County, and neighboring communities and is located approximately fifty (50) miles
southwest of Washington, D.C.
The Bank provides a range of consumer and commercial banking services to individuals and
businesses. The deposits of the Bank are insured up to applicable limits by the Bank
Insurance Fund of the Federal Deposit Insurance Corporation (the FDIC). The basic services
offered by the Bank include: demand deposit accounts, savings and money market deposit
accounts, NOW accounts, time deposits, safe deposit services, credit cards, cash management,
automated clearing house services (ACH) including direct deposits, notary services, night
depository, travelers checks, cashiers checks, domestic collections, savings bonds,
automated teller services, drive-in tellers, internet banking, banking by telephone, and
banking by mail. In addition, the Bank makes secured and unsecured commercial and real
estate loans, issues stand-by letters of credit and grants available credit for
installment, unsecured and secured personal loans, residential
mortgages and home equity loans, as well as automobile and other types of consumer
financing. The Bank provides automated teller machine (ATM) cards, as a part of the Star
and Plus ATM networks, thereby permitting customers to utilize the convenience of larger ATM
networks.
14
The Bank operates a Wealth Management Services (WMS) division that began with the granting
of trust powers to the Bank in 1919. The WMS division provides personalized services that
include investment management, 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; Bankers
Investments Group, LLC, a full service broker/dealer; and Bankers Title Shenandoah, LLC, a
title insurance company. Bankers Insurance consists of a consortium of 60 Virginia community
bank owners; Bankers Investments Group is owned by 32 Virginia community banks; and Bankers
Title Shenandoah is owned by 10 Virginia community banks.
The revenues of the Bank are derived primarily from interest and fees earned on real estate
and other loans; interest and dividends from investment and mortgage-backed securities; and
fees on deposit products and WMS services. The principal sources of funds for the Banks
lending activities are its deposits, repayment of loans, the sale and maturity of investment
securities, and borrowings from the Federal Home Loan Bank (FHLB) of Atlanta and other
banks. The principal expenses of the Bank are the interest paid on deposits and borrowings,
and operating and general administrative expenses. As is the case with banking institutions
generally, the Banks operations are materially and significantly influenced by general
economic conditions and by related monetary and fiscal policies of financial institution
regulatory agencies, including the Board of Governors of the Federal Reserve System
(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 (SCC). 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 rates at which such financing may be offered and other factors affecting local
demand and 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 Companys financial statements are prepared in accordance with accounting
principles generally accepted in the United States (GAAP). The financial information
contained within our 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 could affect the ultimate value that is obtained either when earning income,
recognizing an expense, recovering an asset or relieving a liability. We use historical loss
factors as one factor in determining the inherent loss that may be present in our loan
portfolio. Actual losses could differ significantly from the historical factors that we use
in our estimates. In addition, GAAP itself may change from one previously acceptable
accounting method to another method. Although the economics of the Companys transactions
would be the same, the timing of events that would impact the Companys financial statements
could change.
15
ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is an estimate of the losses that
may be sustained in our loan portfolio. The allowance is based on three basic principles of
accounting: (i) Statement of Financial Accounting Standards (SFAS) No. 5, Accounting for
Contingencies, which requires that losses be accrued when they are probable of occurring
and estimable, (ii) SFAS No. 114, Accounting by Creditors for Impairment of a Loan, which
requires that losses be accrued based on the differences between the value of collateral,
present value of future cash flows or values that are observable in the secondary market and
the loan balance and (iii) U.S. Securities and Exchange Commission Staff Accounting Bulletin
No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues, which requires
adequate documentation to support the allowance for loan losses estimate.
The Companys allowance for loan losses has two basic components: the specific allowance and
the general allowance. Each of these components is determined based upon estimates that can
and do change when the actual events occur. The specific allowance is used to individually
allocate an allowance for larger balance, non-homogeneous loans. The specific allowance uses
various techniques to arrive at an estimate of loss. First, analysis of the borrowers
overall financial condition, resources and payment record, the prospects for support from
financial guarantors, and the fair market value of collateral are used to estimate the
probability and severity of inherent losses. Then the migration of historical default rates
and loss severities, internal risk ratings, industry and market conditions and trends, and
other environmental factors are considered. The use of these values is inherently
subjective, and our actual losses could be greater or less than the estimates. The general
allowance is used for estimating the loss on pools of smaller-balance, homogeneous loans;
including 1-4 family mortgage loans, installment loans, other consumer loans, and
outstanding loan commitments. Also, the general allowance is used for the remaining pool of
larger balance, non-homogeneous loans which were not allocated a specific allowance upon
their review. The general allowance begins with estimates of probable losses inherent in the
homogeneous portfolio based upon various statistical analyses. These include analysis of
historical and peer group delinquency and credit loss experience, together with analyses
that reflect current trends and conditions. The Company also considers trends and changes in
the volume and term of loans, changes in the credit process and/or lending policies and
procedures, and an evaluation of overall credit quality. The general allowance uses a
historical loss view as an indicator of future losses. As a result, even though this history
is regularly updated with the most recent loss information, it could differ from the loss
incurred in the future. The general allowance also captures losses that are attributable to
various economic events, industry or geographic sectors whose impact on the portfolio have
occurred but have yet to be recognized in the specific allowance.
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
our 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.
Through the merger and consolidation of other area banks, the Bank has become the primary
independent community bank in its immediate geographic market. The Bank continually seeks to
be the principal financial service provider for its market area by providing high quality
customer service, efficient technological support, value-added products, and a strong
commitment to the community.
16
Net income of $1.29 million for the quarter ended June 30, 2006 was a 3.1% increase from the
June 2005 quarter net income of $1.25 million. Net income was $2.69 million for the six
month period ended June 30, 2006, a 4.9% increase above the net income of $2.56 million for the
six month period ended June 2005. The net income results were consistent with managements
internal projections. The Company and the Bank have continued to experience growth across
all of the primary operating businesses; specifically, commercial and retail lending, retail
deposits, and assets under WMS management. Net loan outstandings increased 17.1% from June
30, 2005 to June 30, 2006. Total deposits increased 4.8% from June 30, 2005 to June 30,
2006. WMS assets under management grew from approximately $266.4 million at June 30, 2005 to
$294.7 million at June 30, 2006, an increase of 10.5%.
Management continues the expansion of its branch network into western Prince William County,
having signed a lease for a full service branch in Haymarket, Virginia, scheduled to open in
2007. The Bank seeks to further add to its branch network in western Prince William County,
as well as in Fauquier County, looking toward these new retail markets for growth in
deposits and WMS income. Management also seeks to increase the level of its fee income from
deposits and WMS through the increase of its market share within its current marketplace.
Beginning in April 2006, the Bank introduced a new line of Free Checking products in order
to better serve the growing population in its marketplace. Each checking account is designed
to meet many of the specific individual needs of the customer. All of our new checking
accounts offer free ATM access virtually anywhere in the United States and in most foreign
countries, where the Bank will pay the customers ATM fees charged by other institutions, up
to 4 times a month.
COMPARISION OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005
NET INCOME. Net income for the three months ended June 30, 2006 was $1.29 million or $0.36
per diluted share compared with $1.25 million or $0.35 per diluted share for the three
months ended June 30, 2005. The growth in net income was primarily due to a $166,000 or
13.1% increase in total other income and a $62,000 or 1.3% increase in net interest income;
primarily offset by a $215,000 or 5.2% increase in other operating expenses.
NET INTEREST INCOME. Net interest income increased $62,000 or 1.3% to $4.90 million for the
three months ended June 30, 2006 compared with $4.84 million for the three months ended June
30, 2005. The increase in net interest income resulted from increased interest and fee
income on loans as a result of the increase in volume of loans outstanding. The net interest
margin, computed on a tax equivalent basis, for the June 2006 quarter was 4.34%, compared
with 4.72% for the same quarter one year earlier. The primary reasons for the decrease in
the net interest margin are the impact of the flattening yield curve coupled with
competitive pressures on the pricing of interest-earning assets and interest-bearing
liabilities. Average interest-earning assets grew 10.1% to $451.3 million for the second
quarter of 2006 compared with $409.8 million for the second quarter of 2005. The yield on
average interest-earning assets was 6.55% for the June 2006 quarter compared with 6.18% for
the June 2005 quarter. Total interest income increased $1.07 million or 16.8% to $7.40
million for the three months ended June 30, 2006, compared with $6.33 million for the three
months ended June 30, 2005, as a result of the growth in the volume of interest-earning
assets and in the average rate of interest earned. Interest and dividends on investment
securities decreased $72,000 or 13.0%. During the first quarter of 2006, the Bank sold $2.95
million of lower yielding investment securities and utilized the proceeds from the sale to
retire high cost borrowed funds. Investment securities averaged $43.3 million for the second
quarter of 2006 compared with $54.0 million for the same quarter one year earlier. The yield
on investment securities was 4.52% on a tax equivalent basis for the second quarter of 2006,
compared with 4.17% for the second quarter of 2005. Interest and fees on loans increased
$1.16 million or 20.2% to $6.91 million for the June 2006 quarter compared with the same
quarter one year earlier. Average loans outstanding totaled $406.9 million and earned 6.77% on a
tax-equivalent basis for the quarter ended June 30, 2006, compared with $351.2 million and
6.53%, respectively, for the quarter ended June 30, 2005.
17
Total interest expense increased $1.00 million or 67.4% to $2.49 million for the three
months ended June 30, 2006 from $1.49 million for the three months ended June 30, 2005.
Average interest-bearing liabilities grew 9.4% to $356.1 million for the second quarter of
2006 compared with $325.6 million for the second quarter of 2005, while the average cost on
interest-bearing liabilities increased to 2.80% from 1.83% for the same respective time
periods. The increase in total interest expense and the average cost of interest-bearing
liabilities is primarily due to the overall increase in short-term interest rates, as well
as significantly increased balances in higher cost funding sources such as the premium
interest rate money market account, time deposits, federal funds purchased and FHLB of
Atlanta borrowings. The average balance for the premium interest rate money market account
was $50.5 million with an average cost of 3.88% for the three months ended June 30, 2006
compared with $1.6 million with an average cost of 3.00% for the June 2005 quarter. Average
time deposit balances for the second quarter of 2006 were $115.3 million at an average cost
of 3.88%, compared with $95.0 million at an average cost of 3.08% for the same quarter one
year earlier. Interest-bearing NOW account deposits averaged $66.6 million at an average
cost of 0.47% for the June 2006 quarter, compared with $103.9 million at an average cost of
0.95% for the June 2005 quarter. Other interest-bearing money market deposits averaged $38.6
million at an average cost of 1.38% for the quarter ended June 30, 2006, compared with $57.1
million at an average cost of 1.26% for the same quarter one year earlier. Savings account
deposits averaged $38.6 million at an average cost of 0.34% for the June 2006 quarter,
compared with $43.1 million at an average cost of 0.33% for the June 2005 quarter. Federal
funds purchased averaged $12.1 million at a cost of 5.46% for the June 2006 quarter compared
with $220,000 at a cost of 2.66% for the June 2005 quarter. Average FHLB of Atlanta advances
were $30.2 million at an average cost of 5.17% for the second quarter of 2006, and $20.5
million at an average cost of 4.22% one year earlier.
Net interest income is the largest component of net income, and equals 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 non-performing assets, the amount of prepaying loans, the mix and amount of
various deposit types, and many other factors, as well as the overall volume of
interest-earning assets. These factors are individually difficult to predict, and when taken
together, the uncertainty of future trends compounds. Based on managements current
projections, net interest income may increase in 2006 and beyond as average interest-earning
assets increase, but this may be offset in part or in whole by a possible contraction in the
Banks net interest margin resulting from competitive market conditions. Additionally, the
Banks balance sheet is positioned for a stable or rising interest rate environment. This
means that net interest income is projected to increase if market interest rates rise, and
to decrease if market interest rates fall, assuming no change in the shape of the interest
rate yield curve. A steeper yield curve is projected to result in an increase in net
interest income, while a flatter or inverted yield curve is projected to result in a
decrease in net interest income. The specific nature of the Banks variability in net
interest income due to changes in interest rates, also known as interest rate risk, is to a
large degree the result of the Banks deposit base structure. During the second quarter of
2006, demand deposits, NOW accounts, and savings deposits averaged 22.6%, 16.7%, and 9.7% of
total average deposits, respectively, while the more interest-rate sensitive money market
accounts, premium money market accounts and certificates of deposit averaged 9.6%, 12.6%
and 28.8% of total average deposits, respectively.
The following table sets forth information relating to the Companys average balance sheet
and reflects the average yield on assets and the average annualized cost of liabilities for
the three-month periods ended June 30, 2006 and 2005. These yields and costs are derived by
annualizing the income or expense for the periods presented, and dividing the product of the
annualizaton by the respective average daily balances of assets and liabilities for the
periods presented.
18
AVERAGE BALANCES, INCOME AND EXPENSES, AND AVERAGE YIELDS AND RATES
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2006 |
|
|
Three Months Ended June 30, 2005 |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
$ |
397,433 |
|
|
$ |
6,806 |
|
|
|
6.78 |
% |
|
$ |
343,860 |
|
|
$ |
5,659 |
|
|
|
6.52 |
% |
Tax-exempt (1) |
|
|
8,390 |
|
|
|
151 |
|
|
|
7.10 |
% |
|
|
7,167 |
|
|
|
130 |
|
|
|
7.16 |
% |
Nonaccrual |
|
|
1,114 |
|
|
|
|
|
|
|
|
|
|
|
177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
406,937 |
|
|
|
6,957 |
|
|
|
6.77 |
% |
|
|
351,204 |
|
|
|
5,789 |
|
|
|
6.53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
42,322 |
|
|
|
470 |
|
|
|
4.45 |
% |
|
|
52,953 |
|
|
|
542 |
|
|
|
4.10 |
% |
Tax-exempt (1) |
|
|
1,016 |
|
|
|
20 |
|
|
|
7.75 |
% |
|
|
1,018 |
|
|
|
20 |
|
|
|
7.77 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
43,338 |
|
|
|
490 |
|
|
|
4.52 |
% |
|
|
53,971 |
|
|
|
562 |
|
|
|
4.17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in banks |
|
|
622 |
|
|
|
6 |
|
|
|
4.01 |
% |
|
|
263 |
|
|
|
2 |
|
|
|
1.97 |
% |
Federal funds sold |
|
|
397 |
|
|
|
3 |
|
|
|
2.75 |
% |
|
|
4,321 |
|
|
|
30 |
|
|
|
2.78 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
451,294 |
|
|
|
7,456 |
|
|
|
6.55 |
% |
|
|
409,759 |
|
|
|
6,383 |
|
|
|
6.18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Reserve for loan losses |
|
|
(4,369 |
) |
|
|
|
|
|
|
|
|
|
|
(4,232 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
16,368 |
|
|
|
|
|
|
|
|
|
|
|
17,263 |
|
|
|
|
|
|
|
|
|
Bank premises and equipment, net |
|
|
8,136 |
|
|
|
|
|
|
|
|
|
|
|
8,426 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
14,823 |
|
|
|
|
|
|
|
|
|
|
|
15,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
486,252 |
|
|
|
|
|
|
|
|
|
|
$ |
446,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
90,285 |
|
|
|
|
|
|
|
|
|
|
$ |
86,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
66,620 |
|
|
|
85 |
|
|
|
0.47 |
% |
|
|
103,930 |
|
|
|
246 |
|
|
|
0.95 |
% |
Money market accounts |
|
|
38,634 |
|
|
|
133 |
|
|
|
1.38 |
% |
|
|
57,095 |
|
|
|
179 |
|
|
|
1.26 |
% |
Premium money market accounts |
|
|
50,522 |
|
|
|
489 |
|
|
|
3.88 |
% |
|
|
1,574 |
|
|
|
12 |
|
|
|
3.00 |
% |
Savings accounts |
|
|
38,612 |
|
|
|
33 |
|
|
|
0.34 |
% |
|
|
43,138 |
|
|
|
36 |
|
|
|
0.33 |
% |
Time deposits |
|
|
115,328 |
|
|
|
1,114 |
|
|
|
3.88 |
% |
|
|
95,010 |
|
|
|
731 |
|
|
|
3.08 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
309,716 |
|
|
|
1,854 |
|
|
|
2.39 |
% |
|
|
300,747 |
|
|
|
1,204 |
|
|
|
1.60 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased and securities
sold under agreements to repurchase |
|
|
12,071 |
|
|
|
167 |
|
|
|
5.46 |
% |
|
|
220 |
|
|
|
1 |
|
|
|
2.66 |
% |
Federal Home Loan Bank advances |
|
|
30,176 |
|
|
|
395 |
|
|
|
5.17 |
% |
|
|
20,473 |
|
|
|
219 |
|
|
|
4.22 |
% |
Capital Securities of Subsidiary Trust |
|
|
4,124 |
|
|
|
87 |
|
|
|
8.35 |
% |
|
|
4,124 |
|
|
|
68 |
|
|
|
6.51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
356,087 |
|
|
|
2,503 |
|
|
|
2.80 |
% |
|
|
325,564 |
|
|
|
1,492 |
|
|
|
1.83 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
2,656 |
|
|
|
|
|
|
|
|
|
|
|
1,859 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
37,224 |
|
|
|
|
|
|
|
|
|
|
|
33,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders
Equity |
|
$ |
486,252 |
|
|
|
|
|
|
|
|
|
|
$ |
446,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
$ |
4,953 |
|
|
|
3.75 |
% |
|
|
|
|
|
$ |
4,891 |
|
|
|
4.35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense as a percent of
average earning assets |
|
|
|
|
|
|
|
|
|
|
2.21 |
% |
|
|
|
|
|
|
|
|
|
|
1.46 |
% |
Net interest margin |
|
|
|
|
|
|
|
|
|
|
4.34 |
% |
|
|
|
|
|
|
|
|
|
|
4.72 |
% |
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal tax rate of 34%. |
19
RATE/VOLUME ANALYSIS
The following table sets forth certain information regarding changes in interest income and
interest expense of the Company for the three-month periods ended June 30, 2006 and 2005.
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 the
prior period rate); and changes in rate (change in rate multiplied by the prior period
volume). Changes which cannot be separately identified are allocated proportionately between
changes in volume and changes in rate.
RATE / VOLUME VARIANCE
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2006 Compared to |
|
|
|
Three Months Ended June 30, 2005 |
|
|
|
|
|
|
|
Due to |
|
|
Due to |
|
|
|
Change |
|
|
Volume |
|
|
Rate |
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Loans; taxable |
|
$ |
1,147 |
|
|
$ |
890 |
|
|
$ |
257 |
|
Loans; tax-exempt (1) |
|
|
21 |
|
|
|
22 |
|
|
|
(1 |
) |
Securities; taxable |
|
|
(72 |
) |
|
|
(105 |
) |
|
|
33 |
|
Securities; tax-exempt (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in banks |
|
|
5 |
|
|
|
2 |
|
|
|
3 |
|
Federal funds sold |
|
|
(27 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Income |
|
|
1,074 |
|
|
|
782 |
|
|
|
292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
(168 |
) |
|
|
(59 |
) |
|
|
(109 |
) |
Money market accounts |
|
|
(46 |
) |
|
|
(57 |
) |
|
|
11 |
|
Premium money market
accounts |
|
|
477 |
|
|
|
391 |
|
|
|
86 |
|
Savings accounts |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
1 |
|
Time deposits |
|
|
384 |
|
|
|
178 |
|
|
|
206 |
|
Federal funds purchased
and securities
sold under agreements
to repurchase |
|
|
165 |
|
|
|
98 |
|
|
|
67 |
|
Federal Home Loan Bank
Advances |
|
|
176 |
|
|
|
112 |
|
|
|
64 |
|
Capital Securities of
Subsidiary Trust |
|
|
19 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
|
1,004 |
|
|
|
659 |
|
|
|
345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
$ |
70 |
|
|
$ |
123 |
|
|
$ |
(53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal tax rate of 34%. |
The monitoring and management of net interest income is the responsibility of the
Banks Asset and Liability Management Committee (ALCO). ALCO meets no less than once a
month, and is comprised of the Banks senior management.
20
PROVISION FOR LOAN LOSSES. The provision for loan losses was $180,000 and $209,000 for the
three months ended June 30, 2006 and 2005, respectively. The respective amounts of the
provision for loan losses were determined based upon managements continual evaluation of
the adequacy of the allowance for loan losses, which encompasses the overall risk
characteristics of the loan portfolio, trends in the Banks delinquent and non-performing
loans, estimated values of collateral, and the impact of economic conditions on borrowers.
There can be no assurances, however, that future losses will not exceed estimated amounts,
or that additional provisions for loan losses will not be required in future periods. Please
refer to the section entitled Critical Accounting Policies: Allowance for Loan Losses
above for an explanation of the allowance methodology.
TOTAL OTHER INCOME. Total other income increased by $166,000 or 13.1% from $1.27 million
for the three months ended June 30, 2005 to $1.43 million for the three months ended June
30, 2006. Wealth management income increased $52,000 or 18.1% to $336,000 for the June 2006
quarter compared with $284,000 for the same quarter one year earlier due to the 10.5% growth
of wealth assets under management. Management seeks to increase the level of its future fee
income from WMS through the increase of its market share within the Companys marketplace.
WMS fees are projected to show moderate growth through the remainder of 2006 and 2007.
Service charges on deposit accounts increased $63,000 or 9.6% to $724,000 for the quarter
ended June 30, 2006, compared with $660,000 for the same quarter one year earlier. Income on
other service charges, commission and fees increased $51,000 or 15.9% to $373,000 for the
quarter ended June 30, 2006 compared with $322,000 one year earlier primarily due to
increased income from VISA check card fees.
TOTAL OTHER EXPENSES. Total other expenses increased 5.2% or $215,000 to $4.32 million
for the three months ended June 30, 2006, compared with $4.10 million for the three months
ended June 30, 2005. Salary and benefit expenses increased $247,000, or 11.9% from the June
2005 quarter to the June 2006 quarter. Annual salary and promotion increases and payroll
taxes were the primary cause for the growth in salary and benefit expense. Net occupancy
expenses increased $32,000 or 14.1% from the June 2005 quarter to the June 2006 quarter
primarily reflecting increases in branch office maintenance and repair. Furniture and
equipment expenses increased $28,000 or 8.7% over the same time period, primarily reflecting
the increase in computer software depreciation. Other operating expenses decreased $93,000
or 6.3%, primarily reflecting decreases in management consulting, legal and other
professional fees.
Management expects the costs associated with Sarbanes-Oxley compliance to decrease during
the remainder of 2006 in connection with implementing the requirements of Section 404
regarding Managements Report on Internal Controls. The aggregate market value of the
Companys common stock held by non-affiliates was approximately $68 million as of June
30, 2006. Therefore, the Company will not be required to comply with Section 404 until the
year ending December 31, 2007. The Bank expects salary and benefits to continue to be its
largest other expense. As such, the most important factor with regard to potential changes
in other expenses is the expansion of staff. The cost of any additional staff expansion,
however, would be expected to be offset by the increased revenue generated by the additional
services that the new staff would enable the Bank to provide. The Bank projects to increase
staff from its June 30, 2006 level of 137 full-time equivalent personnel by approximately
six additional full-time equivalent personnel during the remainder of 2006 at an approximate
additional salary and benefit cost of $100,000.
21
COMPARISION OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005
NET INCOME. Net income for the six months ended June 30, 2006 was $2.69 million or $0.75 per
diluted share compared with $2.56 million or $0.72 per diluted share for the six months
ended June 30, 2005. The growth in net income was primarily due to a $246,000 or 2.6%
increase in net interest income and a $469,000 or 18.6% increase in total other income,
which includes a $250,000 pre-tax gain resulting from the cancellation of a property usage
contract, partially offset by a $583,000 or 7.4% increase in total other expenses, which
includes a loss of $83,000 on the sale of investment securities.
NET INTEREST INCOME. Net interest income increased $246,000 or 2.6% to $9.64 million for
the six months ended June 30, 2006 compared with $9.40 million for the six months ended June
30, 2005. The increase in net interest income resulted from increased interest and fee
income on loans as a result of the increase in volume of loans outstanding. The net interest
margin, computed on a tax equivalent basis, for the first six months of 2006 was 4.35%,
compared with 4.64% for the same period one year earlier. The primary reasons for the
decrease in the net interest margin are the impact of the flattening yield curve coupled
with competitive pressures on the pricing of interest-earning assets and interest-bearing
liabilities. Average interest-earning assets grew 9.3% to $445.1 million for the first six
months of 2006 compared with $407.4 million for the first six months of 2005. The yield on
average interest-earning assets was 6.46% for the first six months of 2006 compared with
6.03% for the first six months of 2005. Total interest income increased $2.10 million or
17.2% to $14.32 million for the six months ended June 30, 2006, compared with $12.22 million
for the six months ended June 30, 2005, as a result of the growth in the volume of
interest-earning assets and in the average rate of interest earned. Interest and dividends
on investment securities decreased $141,000 or 12.8%. Investment securities averaged $45.1
million for the first six months of 2006 compared with $55.6 million for the same period one
year earlier. The yield on investment securities was 4.33% on a tax equivalent basis for the
first six months of 2006, compared with 4.01% for the first six months of 2005. Interest and
fees on loans increased $2.25 million or 20.4% to $13.33 million for the first six months of
2006 compared with $11.07 million for the same period one year earlier. Average loans
outstanding totaled $398.5 million and earned 6.71% on a tax-equivalent basis for the six
months ended June 30, 2006, compared with $348.9 million and 6.38%, respectively, for the
six months ended June 30, 2005.
Total interest expense increased $1.86 million or 65.8% to $4.68 million for the six months
ended June 30, 2006 from $2.82 million for the six months ended June 30, 2005. Average
interest-bearing liabilities grew 8.7% to $352.1 million for the first six months of 2006
compared with $323.8 million for the first six months of 2005, while the average cost on interest-bearing
liabilities increased to 2.67% from 1.75% for the same respective time periods. The increase
in total interest expense and the average cost of interest-bearing liabilities is primarily
due to the overall increase in short-term interest rates, as well as significantly increased
balances in higher cost funding sources such as the premium interest rate money market
account, time deposits and FHLB of Atlanta borrowings. The average balance for the premium
interest rate money market account was $45.6 million with an average cost of 3.89% for the
six months ended June 30, 2006; it was first introduced in June 2005, and as result, the
relative impact on average deposit balances and interest expense was small. Average
certificates of deposit balances for the first six months of 2006 were $110.3 million at an
average cost of 3.68%, compared with $88.3 million at an average cost of 2.94% for the same
period one year earlier. Interest-bearing NOW account deposits averaged $70.4 million at an
average cost of 0.54% for the six months ended June 30, 2006, compared with $105.5 million
at an average cost of 1.00% for the six months ended June 30, 2005. Other interest-bearing
money market deposits averaged $39.8 million at an average cost of 1.38% for the six months
ended June 30, 2006, compared with $60.6 million at an average cost of 1.16% for the same
period one year earlier. Savings account deposits averaged $38.3 million at an average cost
of 0.33% for the first six months of 2006, compared with $42.8 million at an average cost of
0.33% for the first six months of 2005. Federal funds purchased averaged $7.8 million at a
cost of 5.31% for the six months ended June 30, 2006 compared with $2.1 million at a cost of
2.62% for the first six months of 2005. Average FHLB of Atlanta advances were $35.8 million
at an average cost of 4.90% for the first half of 2006, and $19.6 million at an average cost
of 4.28% for the same period one year earlier.
The following table sets forth information relating to the Companys average balance sheet
and reflects the average yield on assets and the average annualized cost of liabilities for
the six-month periods ended June 30, 2006 and 2005. These yields and costs are derived by
annualizing the income or expense for the periods presented, and dividing the product of the
annualizaton by the respective average daily balances of assets and liabilities for the
periods presented.
22
AVERAGE BALANCES, INCOME AND EXPENSES, AND AVERAGE YIELDS AND RATES
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
|
Balances |
|
|
Expense |
|
|
Rate |
|
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
$ |
389,581 |
|
|
$ |
13,130 |
|
|
|
6.71 |
% |
|
$ |
341,493 |
|
|
$ |
10,903 |
|
|
|
6.36 |
% |
Tax-exempt (1) |
|
|
8,030 |
|
|
|
301 |
|
|
|
7.45 |
% |
|
|
7,216 |
|
|
|
259 |
|
|
|
7.15 |
% |
Nonaccrual |
|
|
918 |
|
|
|
|
|
|
|
|
|
|
|
141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
398,529 |
|
|
|
13,431 |
|
|
|
6.71 |
% |
|
|
348,850 |
|
|
|
11,162 |
|
|
|
6.38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
44,046 |
|
|
|
935 |
|
|
|
4.24 |
% |
|
|
54,583 |
|
|
|
1,076 |
|
|
|
3.94 |
% |
Tax-exempt (1) |
|
|
1,018 |
|
|
|
40 |
|
|
|
7.81 |
% |
|
|
1,020 |
|
|
|
40 |
|
|
|
7.76 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
45,064 |
|
|
|
975 |
|
|
|
4.33 |
% |
|
|
55,603 |
|
|
|
1,116 |
|
|
|
4.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in banks |
|
|
678 |
|
|
|
11 |
|
|
|
3.31 |
% |
|
|
179 |
|
|
|
3 |
|
|
|
3.20 |
% |
Federal funds sold |
|
|
785 |
|
|
|
17 |
|
|
|
4.41 |
% |
|
|
2,731 |
|
|
|
37 |
|
|
|
2.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
445,056 |
|
|
|
14,434 |
|
|
|
6.46 |
% |
|
|
407,363 |
|
|
|
12,318 |
|
|
|
6.03 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Reserve for loan losses |
|
|
(4,336 |
) |
|
|
|
|
|
|
|
|
|
|
(4,289 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
17,280 |
|
|
|
|
|
|
|
|
|
|
|
19,814 |
|
|
|
|
|
|
|
|
|
Bank premises and equipment, net |
|
|
8,198 |
|
|
|
|
|
|
|
|
|
|
|
8,396 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
15,082 |
|
|
|
|
|
|
|
|
|
|
|
12,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
481,280 |
|
|
|
|
|
|
|
|
|
|
$ |
443,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
89,586 |
|
|
|
|
|
|
|
|
|
|
$ |
85,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
70,449 |
|
|
|
190 |
|
|
|
0.54 |
% |
|
|
105,459 |
|
|
|
524 |
|
|
|
1.00 |
% |
Money market accounts |
|
|
39,795 |
|
|
|
272 |
|
|
|
1.38 |
% |
|
|
60,595 |
|
|
|
349 |
|
|
|
1.16 |
% |
Premium money market accounts |
|
|
45,569 |
|
|
|
879 |
|
|
|
3.89 |
% |
|
|
792 |
|
|
|
12 |
|
|
|
3.00 |
% |
Savings accounts |
|
|
38,330 |
|
|
|
63 |
|
|
|
0.33 |
% |
|
|
42,814 |
|
|
|
71 |
|
|
|
0.33 |
% |
Time deposits |
|
|
110,275 |
|
|
|
2,013 |
|
|
|
3.68 |
% |
|
|
88,296 |
|
|
|
1,286 |
|
|
|
2.94 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
304,418 |
|
|
|
3,417 |
|
|
|
2.26 |
% |
|
|
297,956 |
|
|
|
2,242 |
|
|
|
1.52 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased and securities
sold under agreements to repurchase |
|
|
7,769 |
|
|
|
204 |
|
|
|
5.31 |
% |
|
|
2,066 |
|
|
|
27 |
|
|
|
2.62 |
% |
Federal Home Loan Bank advances |
|
|
35,785 |
|
|
|
882 |
|
|
|
4.90 |
% |
|
|
19,608 |
|
|
|
422 |
|
|
|
4.28 |
% |
Capital Securities of Subsidiary Trust |
|
|
4,124 |
|
|
|
173 |
|
|
|
8.33 |
% |
|
|
4,124 |
|
|
|
130 |
|
|
|
6.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
352,096 |
|
|
|
4,676 |
|
|
|
2.67 |
% |
|
|
323,754 |
|
|
|
2,821 |
|
|
|
1.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
2,636 |
|
|
|
|
|
|
|
|
|
|
|
1,865 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
36,962 |
|
|
|
|
|
|
|
|
|
|
|
32,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders
Equity |
|
$ |
481,280 |
|
|
|
|
|
|
|
|
|
|
$ |
443,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
$ |
9,758 |
|
|
|
3.79 |
% |
|
|
|
|
|
$ |
9,497 |
|
|
|
4.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense as a percent of
average earning assets |
|
|
|
|
|
|
|
|
|
|
2.11 |
% |
|
|
|
|
|
|
|
|
|
|
1.39 |
% |
Net interest margin |
|
|
|
|
|
|
|
|
|
|
4.35 |
% |
|
|
|
|
|
|
|
|
|
|
4.64 |
% |
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal tax rate of 34%. |
23
RATE/VOLUME ANALYSIS
The following table sets forth certain information regarding changes in interest income and
interest expense of the Company for the six-month periods ended June 30, 2006 and 2005. 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 the
prior period rate); and changes in rate (change in rate multiplied by the prior period
volume). Changes which cannot be separately identified are allocated proportionately between
changes in volume and changes in rate.
RATE / VOLUME VARIANCE
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2006 Compared to |
|
|
|
Six Months Ended June 30, 2005 |
|
|
|
|
|
|
|
Due to |
|
|
Due to |
|
|
|
Change |
|
|
Volume |
|
|
Rate |
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Loans; taxable |
|
$ |
2,227 |
|
|
$ |
1,561 |
|
|
$ |
666 |
|
Loans; tax-exempt (1) |
|
|
41 |
|
|
|
29 |
|
|
|
12 |
|
Securities; taxable |
|
|
(141 |
) |
|
|
(201 |
) |
|
|
60 |
|
Securities; tax-exempt (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in banks |
|
|
8 |
|
|
|
8 |
|
|
|
|
|
Federal funds sold |
|
|
(20 |
) |
|
|
(24 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Income |
|
|
2,115 |
|
|
|
1,373 |
|
|
|
742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts |
|
|
(334 |
) |
|
|
(124 |
) |
|
|
(210 |
) |
Money market accounts |
|
|
(77 |
) |
|
|
(110 |
) |
|
|
33 |
|
Premium money market accounts |
|
|
867 |
|
|
|
712 |
|
|
|
155 |
|
Savings accounts |
|
|
(8 |
) |
|
|
(7 |
) |
|
|
(1 |
) |
Time deposits |
|
|
727 |
|
|
|
361 |
|
|
|
366 |
|
Federal funds purchased and
securities sold under
agreements to repurchase
|
|
|
177 |
|
|
|
105 |
|
|
|
72 |
|
Federal Home Loan Bank Advances |
|
|
460 |
|
|
|
359 |
|
|
|
101 |
|
Capital Securities of
Subsidiary Trust |
|
|
43 |
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
|
1,855 |
|
|
|
1,296 |
|
|
|
559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
$ |
260 |
|
|
$ |
77 |
|
|
$ |
183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Income and rates on non-taxable assets are computed on a tax equivalent basis using a
federal tax rate of 34%. |
The monitoring and management of net interest income is the responsibility of the
Banks Asset and Liability Management Committee (ALCO). ALCO meets no less than once a
month, and is comprised of the Banks senior management.
24
PROVISION FOR LOAN LOSSES. The provision for loan losses was $300,000 and $334,000 for the
six months ended June 30, 2006 and 2005, respectively. The respective amounts of the
provision for loan losses were determined based upon managements continual evaluation of
the adequacy of the allowance for loan losses, which encompasses the overall risk
characteristics of the loan portfolio, trends in the Banks delinquent and non-performing
loans, estimated values of collateral, and the impact of economic conditions on borrowers.
There can be no assurances, however, that future losses will not exceed estimated amounts,
or that additional provisions for loan losses will not be required in future periods. Please
refer to the section entitled Critical Accounting Policies: Allowance for Loan Losses
above for an explanation of the allowance methodology.
TOTAL OTHER INCOME. Total other income increased by $469,000 or 18.6% from $2.53 million for
the six months ended June 30, 2005 to $3.00 million for the six months ended June 30, 2006,
primarily due to a one-time $250,000 pre-tax gain in the first quarter of 2006 resulting
from the cancellation of a property usage contract. Wealth management income increased
$62,000 to $664,000 for the June 2006 quarter compared with $602,000 for the same quarter
one year earlier. Management seeks to increase the level of its future fee income from WMS
through the increase of its market share within the Companys marketplace. WMS fees are
projected to show moderate growth through the remainder of 2006 and 2007. Service charges on
deposit accounts increased $58,000, or 4.5% to $1.36 million for the six months ended June
30, 2006, compared with $1.30 million for the same six-month period one year earlier. Income
on other service charges, commission and fees increased $100,000 or 16.0% to $725,000 for
the six months ended June 30, 2006 compared with $625,000 one year earlier primarily due to
increased income from VISA check card fees. During the first quarter of 2006, the
Bank entered into an agreement cancelling a property usage contract, as mentioned above, for
which the Bank received a one-time payment of $250,000, or approximately $165,000 net of
applicable income taxes.
TOTAL OTHER EXPENSES. Total other expenses increased 7.4% or $583,000 to $8.50 million for
the six months ended June 30, 2006, compared with $7.92 million for the six months ended
June 30, 2005. This increase in total other expenses includes a loss of $83,000 on the sale
of securities during the quarter ended March 31, 2006. Salary and benefit expenses increased
$373,000, or 9.0% from the first six months of 2005 to the first six months of 2006. Annual
salary and promotion increases and payroll taxes were the primary cause for the growth in
salary and benefit expense. Net occupancy expenses increased $40,000 or 8.7% from the first
six months of 2005 to the first six months of 2006 primarily reflecting increases in branch
office maintenance and repair. Furniture and equipment expenses increased $42,000 or 6.7%
over the same time period, primarily reflecting the increase in computer software
depreciation. Other operating expenses increased $45,000 or 1.7%, primarily reflecting
increases in marketing and data processing expenses, as well as increased contributions to
various community not-for-profit groups.
COMPARISON OF JUNE 30, 2006 AND DECEMBER 31, 2005 FINANCIAL CONDITION
Assets totaled $495.3 million at June 30, 2006, an increase of 2.9% or $14.0 million from
$481.2 million at December 31, 2005. Balance sheet categories reflecting significant changes
include cash and due from banks, loans, deposits, federal funds purchased and FHLB of
Atlanta advances. Each of these categories is discussed below.
CASH AND DUE FROM BANKS. At June 30, 2006, cash and due from banks totaled $16.3 million,
reflecting a decrease of $10.3 million from $26.6 million at December 31, 2005. The
decrease in cash and due from banks was the result of temporarily increasing the Banks
deposits with the Federal Reserve Bank of Richmond at December 31, 2005 in order to satisfy
reserve requirements.
25
LOANS. Net loans were $412.6 million at June 30, 2006, which is an increase of $31.6 million
or 8.3% from $381.0 million at December 31, 2005. The growth in total loans is primarily
attributable to an increase of $14.5 million in mortgage loans collateralized by
non-residential real estate, an increase of $7.8 million in mortgage loans collateralized by
1-to-4 family residential real estate, and an increase of $7.1 million in commercial and
industrial loans. The Banks loans are made primarily to customers located within the Banks
primary market area.
DEPOSITS. At June 30, 2006, total deposits were $403.3 million, reflecting an increase of
$11.6 million or 3.0% from $391.7 million at December 31, 2005. The growth was attributable
to growth in interest-bearing deposits, which increased $18.6 million, partially offset by a
$7.0 million decline in noninterest-bearing deposits. The Bank expects to increase its
deposits during the remainder of 2006 and beyond through the continued expansion of its
branch network, as well as by offering a wide array of value-added demand deposit products,
and selective rate premiums on interest-bearing deposits.
FEDERAL FUNDS PURCHASED and FEDERAL HOME LOAN ADVANCES. Federal funds purchased were $17.0
million at June 30, 2006, compared with $5.0 million at June 30, 2006. FHLB of Atlanta
advances were $31.0 million at June 30, 2006, compared with $42.0 million at December 31,
2005. The $12.0 million increase in federal funds purchased primarily offset the $11.0 million
decrease in FHLB of Atlanta advances.
ASSET QUALITY
Non-performing assets, in most cases, consist of loans that are 90 days or more past due and
for which the accrual of interest has been discontinued. Management evaluates all loans that
are 90 days or more past due, as well as loans that have suffered financial distress, to
determine if they should be placed on non-accrual status. Factors considered by management
include the estimated
value of collateral, if any, and other resources of the borrower that may be available to
satisfy the delinquency. Non-performing assets totaled $1.76 million or 0.42% of total loans
at June 30, 2006, as compared with $195,000, or 0.05% of total loans at December 31, 2005,
and $243,000, or 0.07% of total loans at June 30, 2005. The increase from December 31, 2005
to June 30, 2006 was primarily due to the addition to nonperforming status of $1.04 million
of loans to one borrower. Of the $1.04 million, approximately $970,000 has a 75% federal
government guarantee from the Small Business Administration.
The provision for loan losses was $300,000 for the first six months of 2006 compared with
$334,000 for the first six months of 2005.
There were no loans that are 90 days past due and accruing interest at June 30, 2006
compared with $679,000 at December 31, 2005. There are no loans, other than those disclosed
above as either non-performing or impaired, where known information about the borrower has
caused management to have serious doubts about the borrowers ability to repay the loan.
There are also no other interest-bearing assets that would be subject to disclosure as
either non-performing or impaired if such interest-bearing assets were loans. The largest
concentrations of loans to borrowers engaged in similar activities are $19.1 million for
hotel/motel/inn loans, $13.2 million for land development loans, and $13.2 million for
aviation-related loans. These three loan concentrations represent 4.6%, 3.2%, and 3.2% of
total loans, respectively, at June 30, 2006.
26
CONTRACTUAL OBLIGATIONS
As of June 30, 2006, there have been no material changes outside the ordinary course of
business to the contractual obligations disclosed in Managements Discussion and Analysis
in the Companys Annual Report on Form 10-K for the year ended December 31, 2005.
OFF-BALANCE SHEET ARRANGEMENTS
As of June 30, 2006, there have been no material changes to the off-balance sheet
arrangements disclosed in Managements Discussion and Analysis in the Companys Annual
Report on Form 10-K for the year ended December 31, 2005.
CAPITAL RESOURCES
Total shareholders equity was $37.1 million at June 30, 2006 compared to $35.6 million at
December 31, 2005, an increase of $1.5 million, or 4.2%. Retained earnings increased by $1.6
million or 6.3% from December 31, 2005 to June 30, 2006. The change in the accumulated other
comprehensive loss component of shareholders equity from December 31, 2005 to June 30, 2006
reduced shareholders equity by $180,000.
There were no repurchases of the Companys common stock during the first six months of 2006.
12,440 shares of the Companys common stock were newly issued at an average price of $5.28
in connection with stock option exercises under the Companys stock compensation plans
during the first six months of 2006 for a total addition to shareholders equity of $66,000.
In addition, 10,347 shares of the Companys common stock were newly issued at an average
price of $25.24 in connection with restricted stock awards granted under the Companys stock
compensation plans during the first six months of 2006 for a total addition to shareholders
equity of $261,000.
In 2004, the Company implemented a dividend reinvestment and stock purchase plan (the
DRSPP) that allows participating shareholders to purchase additional shares of the
Companys common stock through automatic reinvestment of dividends or optional cash
investments at 100% of the market price of the common stock, which is the average of the
closing bid and asked quotations for a share of common stock on the day before the purchase
date for shares acquired directly from the Company under the DRSPP. For the quarter and six
months ending June 30, 2006, the Company issued 1,906 and 3,512 newly outstanding shares,
respectively, through the DRSPP at an average price of $24.73 and $24.68 for a total
addition to shareholders equity of $47,000 and 87,000. The Company has 238,064 shares
available for issuance under the DRSPP at June 30, 2006.
Banking regulations have established minimum capital requirements for financial
institutions, including risk-based capital ratios and leveraged ratios. Under these
guidelines, the $4.0 million of capital securities issued by the Companys subsidiary trust
are treated as Tier 1 capital for purposes of the Federal Reserves capital guidelines for
bank holding companies, as long as the capital securities and all other cumulative preferred
securities of the Company together do not exceed 25% of Tier 1 capital. At both June 30,
2006 and December 31, 2005, the Company and the Bank exceed their minimum regulatory capital
ratios. The following table sets forth the regulatory capital ratio calculations for the
Company:
27
REGULATORY CAPITAL RATIOS
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital: |
|
|
|
|
|
|
|
|
Shareholders Equity |
|
$ |
37,072 |
|
|
$ |
35,579 |
|
Plus: Unrealized loss on securities available for sale |
|
|
776 |
|
|
|
636 |
|
Less: Intangible assets, net |
|
|
(19 |
) |
|
|
(32 |
) |
Plus: Company-obligated madatorily redeemable capital
securities |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
|
|
|
|
|
Total Tier 1 Capital |
|
|
41,829 |
|
|
|
40,183 |
|
|
|
|
|
|
|
|
|
|
Tier 2 Capital: |
|
|
|
|
|
|
|
|
Allowable Allowance for Loan Losses |
|
|
4,458 |
|
|
|
4,238 |
|
|
|
|
|
|
|
|
Total Capital |
|
$ |
46,287 |
|
|
$ |
44,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Weighted Assets: |
|
$ |
388,738 |
|
|
$ |
371,193 |
|
|
|
|
|
|
|
|
|
|
Regulatory Capital Ratios: |
|
|
|
|
|
|
|
|
Leverage Ratio |
|
|
8.60 |
% |
|
|
8.66 |
% |
Tier 1 to Risk Weighted Assets |
|
|
10.76 |
% |
|
|
10.83 |
% |
Total Capital to Risk Weighted Assets |
|
|
11.91 |
% |
|
|
11.97 |
% |
LIQUIDITY
The primary sources of funds are deposits, repayment of loans, maturities of investments,
funds provided from operations and advances from the FHLB of Atlanta. While scheduled
repayments of loans and maturities of investment securities are predictable sources of
funds, deposit flows and loan repayments are greatly influenced by the general level of
interest rates, economic conditions and competition. The Bank uses its sources of funds to
fund existing and future loan commitments, to fund maturing certificates of deposit and
demand deposit withdrawals, to invest in other interest-earning assets, to maintain
liquidity, and to meet operating expenses. Management monitors projected liquidity needs and
determines the desirable funding level based in part on the Banks commitments to make loans
and managements assessment of the Banks ability to generate funds. Cash and amounts due
from depository institutions, interest-bearing deposits in other banks, and federal funds
sold totaled $16.9 million at June 30, 2006 compared with $27.7 million at December 31,
2005. These assets provide the primary source of liquidity for the Bank. In addition,
management has designated the entire investment portfolio as available for sale, of which
approximately $24.4 million is unpledged and readily salable. Furthermore, the Bank has an
available line of credit with the FHLB of Atlanta with a borrowing limit of approximately
$123 million at June 30, 2006 to provide additional sources of liquidity, as well as federal
funds borrowing lines of credit with the Federal Reserve and various commercial banks
totaling approximately $52 million. At June 30, 2006, $31.0 million of the FHLB of Atlanta
line of credit and $17.0 million of federal funds borrowing lines of credit were in use.
Capital expenditures for the building of the Haymarket branch are estimated to be $1.6
million to be paid over an estimated nine-month period beginning in the fourth quarter of
2006.
The following table sets forth information relating to the Companys sources of
liquidity and the outstanding commitments for use of liquidity at June 30, 2006 and December
31, 2005. The liquidity coverage ratio is derived by dividing the total sources of liquidity
by the outstanding commitments for use of liquidity.
28
LIQUIDITY SOURCES AND USES
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
December 31, 2005 |
|
|
|
Total |
|
|
In Use |
|
|
Available |
|
|
Total |
|
|
In Use |
|
|
Available |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sources: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds borrowing lines of credit |
|
$ |
51,957 |
|
|
$ |
17,000 |
|
|
$ |
34,957 |
|
|
$ |
52,020 |
|
|
$ |
5,000 |
|
|
$ |
47,020 |
|
Federal Home Loan Bank advances |
|
|
119,886 |
|
|
|
31,000 |
|
|
|
88,886 |
|
|
|
106,420 |
|
|
|
42,000 |
|
|
|
64,420 |
|
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
493 |
|
Securities, available for sale and
unpledged at fair value |
|
|
|
|
|
|
|
|
|
|
24,414 |
|
|
|
|
|
|
|
|
|
|
|
27,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term funding sources |
|
$ |
171,843 |
|
|
$ |
48,000 |
|
|
$ |
148,266 |
|
|
$ |
158,440 |
|
|
$ |
47,000 |
|
|
$ |
139,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded loan commitments and
lending lines of credit |
|
|
|
|
|
|
|
|
|
$ |
104,777 |
|
|
|
|
|
|
|
|
|
|
$ |
106,542 |
|
Letters of credit |
|
|
|
|
|
|
|
|
|
|
9,803 |
|
|
|
|
|
|
|
|
|
|
|
5,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total potential short-term funding uses |
|
|
|
|
|
|
|
|
|
$ |
114,580 |
|
|
|
|
|
|
|
|
|
|
$ |
112,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of short-term funding sources to potential short-term
funding uses |
|
|
|
|
|
|
|
|
|
|
129.4 |
% |
|
|
|
|
|
|
|
|
|
|
123.7 |
% |
Management is not aware of any market or institutional trends, events or uncertainties
that are expected to have a material effect on the liquidity, capital resources or
operations of the Company or the Bank. Nor is management aware of any current
recommendations by regulatory authorities that would have a material effect on liquidity,
capital resources or operations. The Banks internal sources of such liquidity are deposits,
loan and investment repayments, and securities available for sale. The Banks primary
external source of liquidity is advances from the FHLB of Atlanta.
RECENT ACCOUNTING PRONOUNCEMENTS
In March 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 156, Accounting for Servicing of Financial Assets an amendment of
FASB Statement 140 Statement 156. Statement 156 amends Statement 140 with respect to
separately recognized servicing assets and liabilities. Statement 156 requires an entity
to recognize a servicing asset or liability each time it undertakes an obligation to
service a financial asset by entering into a servicing contract and requires all servicing
assets and liabilities to be initially measured at fair value, if practicable. Statement
156 also permits entities to subsequently measure servicing assets and liabilities using an
amortization method or fair value measurement method. Under the amortization method,
servicing assets and liabilities are amortized in proportion to and over the estimated
period of servicing. Under the fair value measurement method, servicing assets are
measured at fair value at each reporting date and changes in fair value are reported in net
income for the period in which the change occurs.
Adoption of Statement 156 is required as of the beginning of fiscal years beginning
subsequent to September 15, 2006. Earlier adoption is permitted as of the beginning of an
entitys fiscal year, provided the entity has not yet issued financial statements,
including interim financial statements.
The Company does not expect the adoption of Statement 156 at the beginning of 2007 to
have a material impact on its financial statements.
29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the quantitative and qualitative disclosures made in
the Companys Annual Report on Form 10-K for the year ended December 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures that is designed to
ensure that material information is accumulated and communicated to management, including
the Companys chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure. As required, management, with the
participation of the Companys chief executive officer and chief financial officer,
evaluated the effectiveness of the design and operation of the Companys disclosure controls
and procedures as of the end of the period covered by this report. Based on this evaluation,
the Companys chief executive officer and chief financial officer concluded that the
Companys disclosure controls and procedures were operating effectively to ensure that
information required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized,
and reported within the time periods specified in the Commissions rules and forms.
Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that the Companys disclosure controls and procedures will detect
or uncover every situation involving the failure of persons within the Company or its
subsidiary to disclose material information otherwise required to be set forth in the
Companys periodic reports.
The Companys management is also responsible for establishing and maintaining adequate
internal control over financial reporting 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. There were no changes
in the Companys internal control over financial reporting during the quarter ended June 30,
2006 that have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending or threatened
legal proceedings to which the Company or the Bank is a party or to which the property of
either the Company or the Bank is subject that, in the opinion of management, may materially
impact the financial condition of either company.
ITEM 1A. RISK FACTORS
There have been no material changes in the risk factors faced by the Company from those
disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2005.
30
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In September 1998, the Company announced an open market buyback program for its common
stock. Initially, the plan authorized the Company to repurchase up to 73,672 shares of its
common stock through December 31, 1999. Periodically, the Board resets the amount of shares
authorized to be repurchased during the year under the buyback program. On May 20, 2004, the
Board authorized the Company to repurchase up to 264,325 shares (8% of the shares of common
stock outstanding on January 1, 2003) beginning January 1, 2003 and continuing until the
next Board reset, which occurred on January 19, 2006. The Company repurchased 51,977 shares
under the program from January 1, 2003 through December 31, 2005. On January 19, 2006, the
Board authorized the Company to repurchase up to 206,927 shares (6% of the shares of common
stock outstanding on January 1, 2006) beginning January 1, 2006 and continuing until the
next Board reset. No shares were repurchased during the quarter ended June 30, 2006.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on May 16, 2006. A quorum of
Shareholders was present, consisting of a total of 2,662,374.95 shares, all represented by
proxy. At the Annual Meeting, the Shareholders elected Class I directors John B. Adams,
Jr., C.H. Lawrence, Jr., John J. Norman, Jr. and C. Hunton Tiffany to three-year terms.
The following Class II and Class III directors whose terms expire in 2007 and 2008
continued in office: Randy K. Ferrell, Stanley C. Haworth, Douglas C. Larson, Randolph T.
Minter, Brian S. Montgomery, Harold P. Neale, Pat H. Nevill, and H. Frances Stringfellow.
The Shareholders also ratified the selection of Smith Elliott Kearns & Company, LLC as
independent auditors of the Company for the year ending December 31, 2006.
The vote on each matter was as follows:
1. For Directors:
|
|
|
|
|
|
|
|
|
|
|
FOR |
|
WITHHELD |
John B. Adams, Jr. |
|
|
2,644,524.95 |
|
|
|
17,850 |
|
C.H. Lawrence, Jr. |
|
|
2,650,174.95 |
|
|
|
12,200 |
|
John J. Norman, Jr. |
|
|
2,622,955.95 |
|
|
|
34,419 |
|
C. Hunton Tiffany |
|
|
2,638,417.16 |
|
|
|
23,957.79 |
|
2. Ratification of the selection of Smith Elliott Kearns & Company, LLC as the independent
auditors for the Company and the Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTE |
2,640,738.95 |
|
|
16,210 |
|
|
|
5,426 |
|
|
|
0 |
|
31
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
3.1 |
|
Articles of Incorporation of Fauquier Bankshares, Inc., as amended,
incorporated by reference to Exhibit 3(i) to registration statement on Form 10 filed
April 16, 1999 |
|
3.2 |
|
Amended and Restated Bylaws of Fauquier Bankshares, Inc., incorporated
by reference to Exhibit 3.2 to Form 8-K filed March 22, 2006 |
|
11 |
|
Refer to Part I, Item 1, Footnote 5 to the Consolidated Financial Statements |
|
14 |
|
Code of Business Conduct and Ethics (as amended May 18, 2006) |
|
31.1 |
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) |
|
31.2 |
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) |
|
32.1 |
|
Certification Pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer |
|
32.2 |
|
Certification Pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer |
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.
|
|
|
|
|
|
FAUQUIER BANKSHARES, INC.
(Registrant)
|
|
Date: August 11, 2006 |
/s/ Randy K. Ferrell
|
|
|
Randy K. Ferrell |
|
|
President and Chief Executive Officer
(principal executive officer) |
|
|
|
|
|
Date: August 11, 2006 |
/s/ Eric P. Graap
|
|
|
Eric P. Graap |
|
|
Senior Vice President and Chief Financial Officer
(principal financial and accounting officer) |
|
|
32