FAUQUIER BANKSHARES INC - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 10-Q
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(MARK ONE)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

or

[ ] 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. 2-25805

FAUQUIER BANKSHARES, INC.
(Exact name of registrant as specified in its charter)

VIRGINIA 54-1288193
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

10 COURTHOUSE SQUARE
WARRENTON, VIRGINIA 20186
(Address of principal executive offices) (Zip Code)

(540) 347-2700
(Registrant's 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 __X__ No _____

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act) Yes _____ No __X__

As of May 9, 2003, the latest practicable date for determination,
3,303,738 shares of common stock, par value $3.13 per share, of the registrant
were outstanding.

FAUQUIER BANKSHARES, INC.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

See accompanying Notes to Consolidated Financial Statements.

1

FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

*Amounts have been restated to reflect a 100% stock dividend during May 2002.

See accompanying Notes to Consolidated Financial Statements.

2

FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

See accompanying Notes to Consolidated Financial Statements.

3

FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

See accompanying Notes to Consolidated Financial Statements.

4

FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The consolidated financial statements include the accounts of Fauquier
Bankshares, Inc. (the "Company") and its subsidiary, The Fauquier Bank.
All significant intercompany 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 March 31, 2003 and December 31, 2002, and the
results of operations and cash flows for the three months ended March
31, 2003 and 2002.

The results of operations for the three months ended March 31, 2003 and
2002 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
------------ ------------ ------------ -----------
March 31, 2003
----------------------------------------------------------

Obligations of U.S.
Government corporations
and agencies $ 54,987,050 $ 671,673 $ -- $55,658,723
Obligations of states and political
subdivisions 1,647,676 69,525 -- 1,717,201
Corporate Bonds 3,048,314 67,374 -- 3,115,688
Mutual Funds 5,095,518 -- (4,044) 5,091,474
Restricted investments:
Federal Home Loan
Bank stock 1,028,900 -- -- 1,028,900
Federal Reserve Bank
stock 72,000 -- -- 72,000
Community Bankers'
Bank stock 50,000 -- -- 50,000
FHLMC Preferred
Bank stock 487,500 -- (3,000) 484,500
------------ ------------ ----------- -----------
$ 66,416,958 $ 808,572 $ (7,044) $67,218,486
============ ============ =========== ===========

5

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS (LOSSES) VALUE
------------ ------------ ------------ ------------
December 31, 2002
-----------------------------------------------------------

Obligations of U.S.
Government corporations
and agencies $ 58,108,435 $ 852,327 $ (3,999) $ 58,956,763
Obligations of states and political
subdivisions 1,648,749 71,974 -- 1,720,723
Corporate Bonds 4,259,676 101,505 -- 4,361,181
Mutual Funds 5,066,023 1,043 -- 5,067,066
Restricted investments:
Federal Home Loan
Bank stock 1,028,900 -- -- 1,028,900
Federal Reserve Bank
stock 72,000 -- -- 72,000
Community Bankers'
Bank stock 50,000 -- -- 50,000
FHLMC Preferred
Bank stock 487,500 -- (7,500) 480,000
------------ ------------ ------------ ------------
$ 70,721,283 $ 1,026,849 $ (11,499) $ 71,736,633
============ ============ ============ ============

3. LOANS

A summary of the balances of loans follows:

MARCH 31, DECEMBER 31,
2003 2002
------------ ------------
(Thousands)

Real estate loans:
Construction $ 13,071 $ 10,685
Secured by farmland 3,605 2,416
Secured by 1-4 family residential 79,515 76,646
Other real estate loans 64,242 62,030
Commercial and industrial loans (except those secured by real estate) 21,265 20,386
Consumer installment loans 36,488 35,397
All other loans 10,699 9,186
------------ ------------
Total loans $ 228,885 $ 216,746
Less: Unearned income 164 138
Allowance for loan losses 3,004 2,910
------------ ------------
Net loans $ 225,717 $ 213,698
============ ============

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Analysis of the allowance for loan losses follows:

THREE MONTHS THREE MONTHS TWELVE MONTHS
ENDING ENDING ENDING
MARCH 31, MARCH 31, DECEMBER 31,
2003 2002 2002
------- ------- -------
(Thousands)
Balance at beginning of period $ 2,910 $ 2,857 $ 2,857
Provision charged to operating expense 75 94 346
Recoveries added to the allowance 76 7 48
Loan losses charged to the allowance (57) (61) (341)
------- ------- -------
Balance at end of period $ 3,004 $ 2,897 $ 2,910
======= ======= =======

Nonperforming assets consist of the following:
MARCH 31, DECEMBER 31,
2003 2002
------- -------
(Thousands)
Nonaccrual loans $ 908 $ 850
Restructured loans -- --
------- -------
Total non-performing loans
908 850
Foreclosed real estate -- --
------- -------
Total non-performing assets $ 908 $ 850
======= =======

Total loans past due 90 days or more and still accruing interest
totaled $445,000 on March 31, 2003 and $244,000 on December 31, 2002,
respectively.

4. COMPANY-OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF
SUBSIDIARY TRUST

On March 26, 2002, the Company's wholly-owned Connecticut statutory
business trust privately issued $4 million face amount of the trust's
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
Company's 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.

7

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 diluted potential common stock. Weighted average number of
shares for all periods reported have been restated to give effect to
the 100% stock dividend in May 2002.

THREE MONTHS THREE MONTHS
ENDING ENDING
MARCH 31 2003 MARCH 31, 2002
------------------------- ----------------------
PER SHARE PER SHARE
SHARES AMOUNT SHARES AMOUNT
--------- --------- --------- --------

Basic earnings per share 3,298,938 $ 0.33 3,339,106 $ 0.27
========= ========
Effect of dilutive securities, stock options 163,734 122,900
--------- ---------
Diluted earnings per share 3,462,672 $ 0.32 3,462,006 $ 0.26
========= ========= ========= ========

6. STOCK-BASED COMPENSATION

At March 31, 2003, the Corporation has a stock-based compensation plan.
The Corporation accounts for the plan under the recognition and
measurement principles of APB Opinion 25, Accounting for Stock Issued
to Employees, and related interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted
under the plan had an exercise price equal to the market value of the
underlying common stock on the date of the grant. The following table
illustrates the effect on net income and earnings per share for the
Corporation had the fair value recognition provisions of FASB Statement
No. 123, Accounting for Stock-Based Compensation, to stock-based
compensation.
MARCH 31, MARCH 31,
2003 2002
----------- ---------

Net income, as reported $ 1,090,994 $ 911,538
Deduct: total stock-based employee compensation
expense determined based on fair value
method of awards, net of tax (40,547) (61,669)
----------- ---------
Pro forma net income $ 1,050,447 $ 849,869
=========== =========
Earnings per share:
Basic - as reported $ 0.33 $ 0.27
=========== =========
Basic - pro forma $ 0.32 $ 0.25
=========== =========
Diluted - as reported $ 0.32 $ 0.26
=========== =========
Diluted - pro forma $ 0.30 $ 0.25
=========== =========

8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The following discussion is qualified in its entirety by the more detailed
information and the financial statements and accompanying notes appearing
elsewhere in this Form 10-Q. In addition to the historical information contained
herein, this report on Form 10-Q contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, which are based on certain assumptions and describe future plans,
strategies, and expectations of management, 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, performance or
achievements 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, general economic conditions,
legislative/regulatory climate, monetary and fiscal policies of the U.S.
Government, including the policies of the U.S. Treasury and the Board of
Governors of the Federal Reserve System, the quality or composition of the 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 contained herein, 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. ("Bankshares") was incorporated under the laws of the
Commonwealth of Virginia on January 13, 1984. Bankshares is a registered bank
holding company and owns all of the voting shares of The Fauquier Bank ("TFB").
Bankshares engages in its business through TFB, a Virginia state-chartered bank
that commenced operations in 1902. Bankshares has no significant operations
other than owning the stock of TFB. Bankshares had issued and outstanding
3,298,938 shares of common stock, par value $3.13 per share, held by
approximately 390 shareholders of record on March 31, 2003.

TFB has seven full-service branch offices located in the Virginia communities of
Warrenton, Catlett, The Plains, Manassas and New Baltimore. The executive
offices of Bankshares and the main branch office of TFB are located at 10
Courthouse Square, Warrenton, Virginia 20186. In April 2003, TFB purchased real
estate in Bealeton, Virginia, and subject to receipt of required governmental
and regulatory approvals, plans to open its eighth full-service branch office in
Bealeton during the latter half of 2003.

TFB provides a range of consumer and commercial banking services to individuals,
businesses, and industries. The deposits of TFB are insured up to applicable
limits by the Bank Insurance Fund of the Federal Deposit Insurance Corporation
(the "FDIC"). The basic services offered by TFB include: demand interest bearing
and non-interest bearing deposit accounts, money market deposit accounts, NOW
accounts, time deposits, safe deposit services, credit and check cards, cash
management, direct deposits, notary services, night depository, traveler's
checks, cashier's checks, domestic collections, savings bonds, bank drafts,
automated teller services, drive-in tellers, internet banking, and banking by
mail and telephone. In addition, TFB 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.
TFB 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.

9

TFB operates a Wealth Management Services division that began with the granting
of trust powers to TFB in 1919. The Wealth Management Services division provides
personalized services that include investment management, trust, estate
settlement, retirement, insurance, and brokerage services. TFB through its
subsidiary Fauquier Bank Services, Inc. has an equity ownership interest in
Bankers Insurance, LLC, a Virginia independent insurance company, and Bankers
Investments Group, LLC, a full service broker/dealer. Bankers Insurance consists
of a consortium of 56 Virginia community bank owners, and Bankers Investments
Group is owned by 28 Virginia community banks. TFB recognized an equity
investment gain of $14,000 for Bankers Insurance during the first quarter of
2003, but a loss of $32,000 for Bankers Investments Group related to the
start-up expenses.

The revenues of TFB are primarily derived from interest on, and fees received in
connection with, real estate, commercial and consumer loans, and from interest
and dividends from investment and mortgage-backed securities, and short-term
investments. The principal sources of funds for TFB's lending activities are its
deposits, repayment of loans, and the sale and maturity of investment
securities, and advance borrowings from the Federal Home Loan Bank ("FHLB") of
Atlanta. The principal expenses of TFB are the interest paid on deposits and
borrowings, and operating and general administrative expenses.

TFB's general market area principally includes Fauquier and western Prince
William counties, and is located approximately fifty (50) miles southwest of
Washington, D.C.

CRITICAL ACCOUNTING POLICIES

GENERAL. Bankshares' 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 method to another method. Although the economics of our transactions
would be the same, the timing of events that would impact our transactions could
change.

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
two 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 and (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.

Our allowance for loan losses has three basic components: the specific
allowance, the formula allowance and the unallocated 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 borrower's 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. Additionally, 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 formula allowance is used for estimating the loss on pools of
smaller-balance, homogeneous loans; including 1-to-4 family mortgage loans,
installment loans, other consumer loans, as well as outstanding loan
commitments. Also, a formula allowance is used for the remaining pool of larger
balance, non-homogeneous loans which were not allocated a specific allowance
upon their review. The formula

10

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. We also consider 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 formula 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 unallocated allowance 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 either the formula or specific
allowances. In addition, an unallocated reserve is maintained to recognize the
imprecision in estimating and measuring inherent losses on individual loans or
pools of loans.

COMPARISION OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND
MARCH 31, 2002

NET INCOME. Net income for the three months ended March 31, 2003 was $1.1
million or $0.32 per diluted share compared with $912,000 or $0.26 per diluted
share for the three months ended March 31, 2002. The 19.7% increase in net
income for the three-month period was primarily due to the increase in net
interest income and other income.

NET INTEREST INCOME. Net interest income increased $199,000 or 5.9% to $3.6
million for the three months ended March 31, 2003 compared with $3.4 million for
the three months ended March 31, 2002. The net interest margin, computed on a
tax equivalent basis, for the March 2003 quarter was 4.96% compared with 5.19%
for the same quarter one year earlier. The decrease in the net interest margin
can be primarily attributed to the declining interest rate environment, and the
corresponding reduction in the average rate on earning assets, which declined on
a tax equivalent basis to 6.36% for the quarter ended March 31, 2003, from 7.24%
for the quarter ended March 31, 2002.

Average interest-earning assets grew 11.4% to $293.8 million for the first
quarter of 2003 compared with $263.7 million for the first quarter of 2002.
Total interest income decreased $112,000 or 2.4% to $4.6 million for the three
months ended March 31, 2003, compared to $4.7 million for the three months ended
March 31, 2002, primarily as a result of the declining interest rate environment
and its effect on the yield on interest-earning assets. Interest and fees on
loans decreased $247,000, or 5.9% to $4.0 million for the March 2003 quarter.
Average loans outstanding totaled $221.6 million and earned 7.31% on a
tax-equivalent basis for the quarter ended March 31, 2003, compared with $213.2
million and 8.02%, respectively, for the quarter ended March 31, 2002.
Investment securities income increased $176,000 or 40.7%, while interest on
federal funds sold decreased $40,000 or 93.0%. Investment securities and federal
funds sold averaged $71.0 million and $1.1 million, respectively, for the first
quarter of 2003 compared with $39.4 million and $11.1 million for the same
quarter one year earlier. The yield on investment securities and federal funds
was 3.93% on a tax-equivalent basis for the first quarter of 2003, compared with
3.93% for the first quarter of 2002.

Total interest expense decreased $311,000 or 23.4% to $1.02 million for the
three months ended March 31, 2003 from $1.33 million for the three months ended
March 31, 2002. Average interest-bearing liabilities grew 11.9% to $237.4
million for the first quarter of 2003 compared with $212.1 million for the first
quarter of 2002, while the average cost on interest-bearing liabilities
decreased to 1.74% from 2.54% for the same respective time periods. The decrease
in total interest expense and the average cost of interest-bearing liabilities
was due to the declining interest rate environment. Average certificates of
deposit balances for the first quarter of 2003 were $72.2 million at an average
cost of 2.88%, compared with $68.8 million at an average cost of 4.32% for the
same quarter one year earlier. Average FHLB of Atlanta advances were $15.0
million at an average cost of 4.64% for both the first quarter of 2003 and 2002.

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 and
mortgage-backed securities, the reinvestment strategy for loan and
mortgage-backed security

11

prepayments, the overall volume of interest-earning assets and interest-bearing
liabilities, and other factors. One trend that resulted from the decrease in
market interest rates that began in early 2001 and continued throughout 2002 and
into 2003 has been the increase in the magnitude of loan and mortgage-backed
security prepayments and the reduced yield on the reinvestment of the prepayment
proceeds. The continuation of this trend may cause downward pressure on the net
interest margin in future periods. The monitoring and management of net interest
income is the responsibility of TFB's Asset and Liability Management Committee
("ALCO"). ALCO meets no less than once a month, and is comprised of TFB's senior
management.

PROVISION FOR LOAN LOSSES. The provision for loan losses was $75,000 and $94,000
for the three months ended March 31, 2003 and 2002, respectively. The respective
amounts of the provision for loan losses were determined based upon management's
continual evaluation of the adequacy of the allowance for loan losses, which
encompasses the overall risk characteristics of the loan portfolio, trends in
TFB's 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.

TOTAL OTHER INCOME. Total other income increased by $205,000 or 22.1%
from $928,000 for the three months ended March 31, 2002 to $1.13 million for the
three months ended March 31, 2003, primarily due to the increase in service
charge income on deposit accounts and the increase of estate fees within TFB's
Wealth Management Services division. Service charges on deposit accounts
increased $160,000, or 34.0% to $632,000 for the quarter ended March 31, 2003,
compared with $472,000 for the same quarter one year earlier. A major factor in
the increase in service charges on deposit accounts was the impact of TFB's
average demand deposit base increasing 17.8% from $45.5 million for the March
31, 2002 quarter to $53.6 million for the March 31, 2003 quarter.

TOTAL OTHER EXPENSES. Total other expenses increased 6.4% or $186,000 to $3.08
million for the three months ended March 31, 2003, compared with $2.90 million
for the three months ended March 31, 2002. Salary and benefit expenses increased
$189,000, or 13.5% from the March 2002 quarter to the March 2003 quarter. The
primary factors causing the increase in salary and benefit expense were
increases in the defined-benefit pension plan and medical insurance expense, and
the customary annual salary increases. Occupancy and furniture and equipment
expenses also increased over the same time period by $36,000 and $47,000,
respectively. The increase in occupancy expense primarily reflects the increased
snow removal expenses resulting from the severe winter of January through March
2003 compared to the same period in 2002. The increase in furniture and
equipment expenses primarily reflects increases in the maintenance and
depreciation of computer software. Other operating expenses decreased $86,000 or
8.0% largely due to a decline in marketing expense. During the first quarter of
2002, TFB celebrated its centennial anniversary year, which added approximately
$42,000 to the 2002 marketing expenses. These centennial expenses did not
reoccur in the first quarter of 2003.

COMPARISON OF MARCH 31, 2003 AND DECEMBER 31, 2002 FINANCIAL CONDITION

Assets totaled $329.8 million at March 31, 2003, an increase of 2.6% or $8.3
million from $321.5 million at December 31, 2002. Balance sheet categories
reflecting significant changes include loans, federal funds sold, securities,
other assets, and deposits. Each of these categories is discussed below.

LOANS. Net loans were $225.7 million at March 31, 2003, which is an increase of
$12.0 million or 5.6% from $213.7 million at December 31, 2002. The growth in
total loans is primarily attributable to the increases in construction and land
development loans of $2.4 million, increases in mortgage loans on commercial
real estate of $2.2 million, and increases in mortgage loans on 1-to-4 family
residential real estate of $2.7 million.

FEDERAL FUNDS SOLD. Federal funds sold were $48,000 at March 31, 2003, compared
with $4.9 million at December 31, 2002, representing a decrease of $4.85
million. The decrease in federal funds sold reflects the funding of the
bank-owned life insurance ("BOLI") investment, as well as the funding of loan
growth during the quarter.

12

SECURITIES. Investment securities decreased $4.5 million from December 31, 2002
to March 31, 2003. This decrease reflects the contractual repayment and
prepayment of principal on government agency and private-issue securities
collateralized by residential mortgage loans.

OTHER ASSETS. Other assets increased $4.9 million from December 31, 2002 to
March 31, 2003. On February 28, 2003, TFB purchased $5 million of bank-owned
life insurance ("BOLI") policies on certain key executives. BOLI is recorded at
its cash surrender value, or the amount that can be realized. At March 31, 2003,
the cash surrender value of BOLI was $5,022,000.

DEPOSITS. On March 31, 2003, total deposits were $281.5 million, reflecting an
increase of $7.8 million or 2.9% from $273.7 million at December 31, 2002. The
growth was primarily attributable to growth in interest-bearing deposits, which
increased $10.5 million, while non-interest-bearing deposits decreased $2.7
million. Many factors may have contributed to the increase in interest-bearing
deposits, including the outflow of funds from the equity investment markets into
bank deposits.

SHAREHOLDERS' EQUITY

Total shareholders' equity was $26.9 million at March 31, 2003 compared to $26.4
million at December 31, 2002, an increase of $472,000, or 1.8%. During the three
months ended March 31, 2003, shareholders' equity was reduced by $154,000 due to
the repurchase of 9,900 shares of Bankshares' common stock.

ASSET QUALITY

Non-performing loans, 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 loans totaled approximately $908,000, or .40% of total loans at
March 31, 2003, as compared with $850,000, or .39% of total loans at December
31, 2002, and $867,000, or .41% of total loans at March 31, 2002. Non-performing
loans as a percentage of the allowance for loan losses were 30.2%, 29.2%, and
29.9% at March 31, 2003, December 31, 2002, and March 31, 2002, respectively.

Loans that are 90 days past due and accruing interest totaled $445,000 and
$244,000 at March 31, 2003 and December 31, 2002, respectively. No loss is
anticipated on these loans.

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 borrower's 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. To
management's knowledge, no concentration of loans to borrowers engaged in
similar activities exceeds 10% of total loans.

CAPITAL RESOURCES AND 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. TFB uses its funds for existing and future loan
commitments, maturing certificates of deposit and demand deposit withdrawals, to
invest in other interest-earning assets, to maintain liquidity, and to meet
operating expenses. Management regularly monitors projected liquidity needs and
determines the desirable funding

13

level based in part on TFB's commitments to make loans and management's
assessment of TFB's ability to generate funds.

Cash and amounts due from depository institutions, interest-bearing deposits in
other banks and federal funds sold totaled $20.5 million at March 31, 2003.
These assets provide the primary source of liquidity for TFB. In addition,
management has designated the investment securities portfolio, totaling $67.2
million, as available for sale, and TFB has a line of credit with the FHLB of
Atlanta to provide additional sources of liquidity. The FHLB of Atlanta line of
credit had a borrowing limit of approximately $52.7 million at March 31, 2003,
of which $15.0 million was in use.

CAPITAL REQUIREMENTS

Bankshares and TFB are subject to various regulatory capital requirements
administered by banking agencies. Failure to meet minimum capital requirements
can trigger certain mandatory and discretionary actions by regulators that could
have a direct material effect on Bankshares' financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
Bankshares and TFB must meet specific capital guidelines that involve
quantitative measures of their assets, liabilities, and certain off-balance
sheet items as calculated under regulatory accounting practices. Bankshares' and
TFB's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require Bankshares and TFB to maintain minimum amounts and ratios (set forth in
the table below) of Total and Tier I Capital (as defined in the regulations) to
risk-weighted assets (as defined in the regulations), and of Tier I Capital to
average assets (as defined in the regulations). Management believes, as of March
31, 2003 that Bankshares and TFB more than satisfy all capital adequacy
requirements to which they are subject.

Bankshares and TFB exceeded their regulatory capital ratios as of March 31,
2003, as set forth in the following table:

RECENT ACCOUNTING PRONOUNCEMENTS

There are no new accounting pronouncements since the filing of Bankshares'
report on Form 10-K for the fiscal year ended December 31, 2002.

14

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

An important component of both earnings performance and liquidity is management
of interest rate sensitivity. Interest rate sensitivity reflects the potential
effect on net interest income of a movement in market interest rates. TFB is
subject to interest rate sensitivity to the degree that its interest-earning
assets mature or reprice at different time intervals than its interest-bearing
liabilities. However, TFB is not subject to the other major categories of market
risk such as foreign currency exchange rate risk or commodity price risk.

TFB uses a number of tools to manage its interest rate risk, including
simulating net interest income under various scenarios, monitoring the present
value change in equity under the same scenarios, and monitoring the difference
or gap between rate sensitive assets and rate sensitive liabilities over various
time periods. Management believes that interest rate risk is best measured by
simulation modeling. The earning simulation model forecasts annual net income
under a variety of scenarios that incorporate changes in the absolute level of
interest rates, changes in the shape of the yield curve and changes in interest
rate relationships. Management evaluates the effect on net interest income and
present value equity under varying market rate assumptions.

TFB monitors exposure to instantaneous change in market rates of up to 200 basis
points up or down. TFB's policy limit for the maximum negative impact on net
interest income and change in the economic value of equity resulting from
instantaneous change in market interest rates of 200 basis points is 15% and
35%, respectively. Management has maintained a risk position well within these
guideline levels during the first quarter of 2003.

There have been no material changes in market risk since the 2002 year end.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------

As a result of the enactment of the Sarbanes-Oxley Act of 2002, issuers such as
Bankshares that file periodic reports under the Exchange Act are now required to
include in those reports certain information concerning the issuer's controls
and procedures for complying with the disclosure requirements of the federal
securities laws. These disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports it files or submits under the
Exchange Act, is communicated to the issuer's management, including its
principal executive officer or officers and principal financial officer or
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.

Bankshares has established disclosure controls and procedures to ensure that
material information related to Bankshares is made known to our principal
executive officer and principal financial officer on a regular basis, in
particular during the periods in which our quarterly and annual reports are
being prepared. These disclosure controls and procedures consist principally of
communications between and among the chief executive officer and the chief
financial officer, and the other executive officers of Bankshares and its
subsidiaries to identify any new transactions, events, trends, contingencies or
other matters that may be material to Bankshares' operations. As required, we
evaluate the effectiveness of these disclosure controls and procedures on a
quarterly basis, and most recently did so as of a date within 90 days prior to
the filing of this quarterly report. Based on this evaluation, Bankshares'
management, including the chief executive officer and the chief financial
officer, concluded that such disclosure controls and procedures were operating
effectively as designed as of the date of such evaluation.

15

Changes in Internal Controls
- ----------------------------

There were no significant changes in Bankshares' internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending or threatened legal proceedings to which Bankshares or TFB
is a party or to which the property of either Bankshares or TFB is subject that,
in the opinion of management, may materially impact the financial condition of
either company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

(3)(i) Articles of Incorporation of Fauquier Bankshares, Inc., as
amended*

(3)(ii) Bylaws of Fauquier Bankshares, Inc.*

Certain instruments relating to capital securities not being registered have
been omitted in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
registrant will furnish a copy of any such instrument to the Securities and
Exchange Commission upon its request.

(11) Refer to Part I, Item 1, Footnote 5 to the Consolidated
Financial Statements.

* Incorporated by reference to Bankshares' Registration Statement on Form 10,
filed with the Securities and Exchange Commission on April 16, 1999.

(b) Reports on Form 8-K:

None.

16

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)

Dated: May 14, 2003 /s/ C. Hunton Tiffany
----------------------------------
C. Hunton Tiffany
President and Chief Executive Officer

Dated: May 14, 2003 /s/ Eric P. Graap
-----------------------------------
Eric P. Graap
Senior Vice President and Chief
Financial Officer

(Certifications of CEO and CFO under Section 906 of the
Sarbanes-Oxley Act of 2002 are enclosed
separately as correspondence with this filing.)

17

CERTIFICATIONS

I, C. Hunton Tiffany, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fauquier
Bankshares, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: May 14, 2003 /s/ C. Hunton Tiffany
---------------------------------
C. Hunton Tiffany
President and Chief Executive
Officer

18

I, Eric P. Graap, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fauquier
Bankshares, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: May 14, 2003 /s/ Eric Graap
---------------------------------
Eric P. Graap
Senior Vice President and
Chief Financial Officer

19

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to ss.906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)

I, C. Hunton Tiffany, as the President and Chief Executive Officer of Fauquier
Bankshares, Inc., certify that the Quarterly Report on Form 10-Q for the period
ended March 31, 2003, which accompanies this certification fully complies with
the requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 and the information contained in the periodic report fairly
presents, in all material respects, the financial condition and results of
operations of Fauquier Bankshares, Inc. at the dates and for the periods
indicated. The foregoing certification is made pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), and no purchaser or seller of
securities or any other person shall be entitled to rely upon the foregoing
certification for any purpose. The undersigned expressly disclaims any
obligation to update the foregoing certification except as required by law.

/s/ C. Hunton Tiffany Dated: May 14, 2003
- -----------------------------------------
C. Hunton Tiffany
President and Chief Executive Officer

20

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to ss.906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)

I, Eric P. Graap, as Senior Vice President and Chief Financial Officer of
Fauquier Bankshares, Inc., certify that the Quarterly Report on Form 10-Q for
the period ended March 31, 2003, which accompanies this certification fully
complies with the requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934 and the information contained in the periodic
report fairly presents, in all material respects, the financial condition and
results of operations of Fauquier Bankshares, Inc. at the dates and for the
periods indicated. The foregoing certification is made pursuant to ss. 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), and no purchaser or seller
of securities or any other person shall be entitled to rely upon the foregoing
certification for any purpose. The undersigned expressly disclaims any
obligation to update the foregoing certification except as required by law.

/s/ Eric P. Graap Dated: May 14, 2003
- ------------------------------------------------------
Eric P. Graap
Senior Vice President and Chief Financial Officer

21