CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about (i) the benefits,
expenses and expected completion date of the merger between Virginia National
and Fauquier; (ii) Fauquier's plans, objectives, expectations and intentions and
other statements contained in this report that are not historical facts; and
(iii) other statements identified by words such as "may", "assumes",
"approximately", "will", "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates", "targets", "projects", or words of similar
meaning generally intended to identify forward-looking statements. These
forward-looking statements are based upon the current beliefs and expectations
of the management of Fauquier and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the control of the Company. In addition, these forward-looking
statements are subject to various risks, uncertainties and assumptions with
respect to future business strategies and decisions that are subject to change
and difficult to predict with regard to timing, extent, likelihood and degree of
occurrence. As a result, although Fauquier believes that its expectations with
respect to forward-looking statements are based upon reasonable assumptions
within the bounds of its existing knowledge of its business and operations,
actual results may differ materially from any projected future results
performance or achievements expressed or implied by such forward-looking
statements.



The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Virginia National and Fauquier
may not be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit attrition,
operating costs, customer losses and business disruption following the Merger,
including adverse effects on relationships with employees and customers, may be
greater than expected; (4) the regulatory approvals required for the Merger may
not be obtained on the proposed terms or on the anticipated schedule; (5) the
shareholders of Virginia National or Fauquier may fail to approve the Merger;
(6) economic, legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which Virginia National and
Fauquier are engaged; (7) the interest rate environment may further compress
margins and adversely affect net interest income; (8) results may be adversely
affected by continued diversification of assets and adverse changes to credit
quality; (9) competition from other financial services companies in Virginia
National's and Fauquier's markets could adversely affect operations; (10) an
economic slowdown could adversely affect credit quality and loan originations;
(11) general economic conditions, including unemployment levels and slowdowns in
economic growth, and particularly related to further and sustained economic
impacts of the COVID-19 pandemic; (12) monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Department of Treasury and the
Federal Reserve; (13) cyber threats, attacks or events; (14) accounting
principles, policies and guidelines and elections made by Fauquier thereunder;
(15) competition from other financial institutions and financial-intermediaries;
(16) the novel COVID-19 pandemic is adversely affecting Virginia National,
Fauquier, and their respective customers, employees and third-party service
providers; the adverse impacts of the pandemic on their respective business,
financial position, operations and prospects have been material, and it is not
possible to accurately predict the extent, severity or duration of the pandemic
or when normal economic and operation conditions will return; (17) potential
claims, damages and fines related to litigation or government actions, including
litigation or actions arising from Fauquier or Virginia National's participation
in and administration of programs related to COVID-19, including, among other
things, the PPP under the CARES Act, as subsequently extended; and (18) other
factors that may affect future results of Virginia National and Fauquier,
including: changes in asset quality and credit risk; the inability to sustain
revenue and earnings growth; changes in interest rates and capital markets;
inflation; customer borrowing, repayment, investment and deposit practices; the
impact, extent and timing of technological changes; capital management
activities; and other actions of the bank regulatory agencies and legislative
and regulatory actions and reforms. Additional factors that could cause actual
results to differ materially from those expressed in the forward-looking
statements are discussed in Fauquier's reports (such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with
the SEC and available on the SEC's Internet site (http://www.sec.gov).



Readers are cautioned not to rely too heavily on the forward-looking statements
contained in this report. Forward-looking statements speak only as of the date
they are made and Fauquier does not undertake any obligation to update, revise
or clarify these forward-looking statements, whether as a result of new
information, future events or otherwise.



CRITICAL ACCOUNTING POLICIES



GENERAL. The Company's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP"). The financial information contained within the Company's statements
is, to a significant extent, based on measures of the financial effects of
transactions and events that have already occurred. A variety of factors could
affect the ultimate value

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that is obtained either when earning income, recognizing an expense, recovering
an asset or relieving a liability. The Company uses historical loss factors as
one factor in determining the inherent loss that may be present in its loan
portfolio. Actual losses could differ significantly from the historical factors
that the Company uses in its estimates. In addition, GAAP itself may change from
one previously acceptable accounting method to another method. Although the
economics of the Company's transactions would be the same, the timing of the
recognition of the Company's transactions could change.



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



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



OTHER-THAN-TEMPORARY IMPAIRMENT ("OTTI") FOR SECURITIES. Impairment of
securities occurs when the fair value of a security is less than its amortized
cost. For debt securities, impairment is considered other-than-temporary and
recognized in its entirety in net income if either (i) the Company intends to
sell the security or (ii) it is more-likely-than-not that the Company will be
required to sell the security before recovery of its amortized cost basis. If,
however, the Company does not intend to sell the security and it is not
more-likely-than-not that the Company will be required to sell the security
before recovery, the Company must determine what portion of the impairment is
attributable to a credit loss, which occurs when the amortized cost basis of the
security exceeds the present value of the cash flows expected to be collected
from the security. If there is no credit loss, there is no OTTI. If there is a
credit loss, OTTI exists, and the credit loss must be recognized in net income
and the remaining portion of impairment must be recognized in other
comprehensive income (loss). For equity securities, impairment is considered to
be other-than-temporary based on the Company's ability and intent to hold the
investment until recovery of fair value. OTTI of an equity security results in a
write-down that must be included in net income. The Company regularly reviews
each investment security for OTTI based on criteria that includes the extent to
which cost exceeds market price, the duration of that market decline, the
financial health of and specific prospects for the issuer, the best estimate of
the present value of cash flows expected to be collected from debt securities,
the intention with regard to holding the security to maturity and the likelihood
that the Company would be required to sell the security before recovery.



IMPACT OF COVID-19



On March 11, 2020, the World Health Organization declared COVID-19 a pandemic as
a result of the global spread of the illness. In response to the outbreak,
federal and state authorities in the U.S. introduced various measures to try to
limit or slow the spread of COVID-19, including travel restrictions,
nonessential business closures, stay-at-home orders and strict social
distancing.



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



Business Continuity



The Company remains committed to adhering to health and safety-related
requirements and best practices across all locations by taking proactive and
disciplined steps to promote safety and overall wellbeing of employees, clients,
shareholders and communities. The Company's Enterprise Risk Management
framework, which is overseen by the Board of Directors, the Company's Business
Continuity Plan and the Bank's Incident Response Plan remain integral parts of
monitoring day to day business activities. The Company has not furloughed nor
does the Company expect to furlough any employees. Management continues to
closely monitor business activities and has or will adjust accordingly as the
health and safety of all constituents continues to be the priority.







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Paycheck Protection Program

On March 27, 2020, the CARES Act was enacted to, among other provisions, provide
emergency assistance for individuals, families and businesses affected by
COVID-19. The CARES Act included the creation of the PPP through the SBA. Loans
provided by the Bank through the PPP may be forgiven based on the borrowers'
compliance with the terms of the program. The SBA provides a 100% guaranty to
the lender of principal and interest, unless the lender violates an obligation
under the agreement. As loan losses are expected to be immaterial, if any at
all, due to the SBA guaranty, there is no provision allocated for PPP loans
within the allowance for loan loss calculation. The Company disbursed $53.1
million in PPP loans to 549 borrowers and has forgiven 223 PPP loans with an
aggregate principal balance of $22.6 million in aggregate principal loan
balances through December 31, 2020. During the first quarter of 2021, the
Company disbursed $28.6 million in PPP loans to 346 borrowers and has forgiven
126 PPP loans with an aggregate principal balance of $9.2 million.



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





(Dollars in thousands)                 December 31, 2020
PPP loans originated                  $            53,082
PPP loans forgiven                    $            22,555
Average PPP loans outstanding         $            34,672
PPP average loan size outstanding     $                82
PPP interest income                   $               347
PPP fee income, net                   $               879
PPP outstanding unearned fees         $               963
PPP weighted average processing fee                  4.00 %

Average yield on PPP loans                           3.54 %




Short-term Loan Modifications

Under the provisions of the CARES Act, the Company established a short-term loan
modification program, allowing the deferral of scheduled payments for a 90-day
period beginning in April 2020. Modifications made on a good faith basis in
response to COVID-19 to borrowers who were current prior to any relief were not
considered trouble debt restructurings ("TDRs"). Borrowers who were considered
current were ones whose loans were less than 30 days past due on their
contractual payments at the time the modification was entered. The CARES Act and
interagency guidance provided financial institutions the option to temporarily
suspend certain accounting requirements related to TDRs with respect to loan
modifications, including the deferral of scheduled payments. The following table
summarizes loans modifications and loan payment deferrals, by loan segment, as
of December 31, 2020.



                                                              December 31, 2020
                                                                                          Loan Deferrals and
                                                 Loan                                      Modifications to

(Dollars in thousands) Balance Deferrals Loan Modifications

            Total Loans
Commercial and industrial     $  68,390     $           147     $                 -                        0.02 %
Commercial real estate          200,690                 229                   2,576                        0.45 %
Construction and land            73,966                   -                       -                           -
Consumer                          6,355                   -                       -                           -
Student                           6,971                   -                       -                           -
Residential real estate         230,885                  72                       -                        0.01 %
Home equity lines of credit      29,492                   -                       -                           -
Total                         $ 616,749     $           448     $             2,576                        0.49 %




Borrowers whose industries are expected to be stressed by COVID-19, include, but
are not limited to, religious organizations, hospitality, childcare and
restaurants. The following table summarizes these industries as it relates to
the Company's loan portfolio at December 31, 2020:

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(Dollars in thousands)         December 31, 2020
                                          Percent of
Loan Category              Balance        Total Loans
Religious Organizations   $   25,625              4.15 %
Hospitality                   15,691              2.54 %
Childcare                     14,407              2.34 %
Restaurants                   11,189              1.81 %
                          $   66,912             10.85 %


Net interest income

While net interest income was significantly impacted by the lower interest rate
environment during 2020, the Company's interest income benefited from PPP loans
and related processing fees. PPP loans carry a fixed rate of 1.0% with a
two-year contractual maturity. For the year ended December 31, 2020, PPP loans
contributed approximately $1.2 million to the Company's net interest income,
with the average yield of 3.54%.



EXECUTIVE OVERVIEW



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



The Company's primary financial objectives are to maximize earnings and to
deploy capital in profitable growth initiatives that will enhance long-term
shareholder value. The Company monitors the following financial performance
metrics towards achieving these goals: (i) return on average assets ("ROA"),
(ii) return on average equity ("ROE"), and (iii) growth in earnings. The Company
also actively manages capital through growth and dividends, while considering
the need to maintain a strong regulatory capital position.



Future trends regarding net interest income are dependent on the absolute level
of market interest rates, the shape of the yield curve, the amount of lost
income from nonperforming assets, loan prepayments, the mix and amount of
various deposit types, and many other factors, as well as the overall volume of
interest-earning assets. Many of these factors are individually difficult to
predict, and when factored together, the uncertainty of future trends compounds.



For the year ended December 31, 2020, the Company's ROE and ROA were 8.31% and
0.73%, respectively, compared to 10.64% and 0.96%, respectively, for the year
ended December 31, 2019.



Total assets were $867.2 million on December 31, 2020 compared to $722.2 million
on December 31, 2019. Net loans were $609.9  million on December 31, 2020
compared to $545.0 million on December 31, 2019. Total deposits were $766.1
million on December 31, 2020 compared to $622.2 million on December 31, 2019,
respectively. Low cost transaction deposits (demand and interest checking
accounts) increased to $449.2 million on December 31, 2020, from $366.0 on
December 31, 2019.



The Company had net income of $5.9 million, or $1.55 per diluted share, in 2020
compared to $6.8 million, or $1.80 per diluted share for 2019. Net interest
margin was 3.46% for the year ended December 31, 2020 compared to 3.74% for the
year ended December 31, 2019. Net interest income for the year ended
December 31, 2020 was $25.8 million compared to $24.7 million for the year ended
December 31, 2019.



On October 1, 2020, the Company and Virginia National announced the Merger
Agreement pursuant to which the Company and Virginia National will engage in the
"Merger. Upon consummation of the Merger, the holders of shares of the Company's
common stock will be converted into the right to receive 0.675 shares of
Virginia National common stock for each share of the Company's common stock held
immediately prior to the effective date of the Merger, plus cash in lieu of
fractional shares. The transaction is expected to be completed in the second
quarter of 2021. The companies have received regulatory and shareholder
approvals, and the transaction remains subject to other customary closing
conditions.

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The following table presents a quarterly summary of consolidated net income for
the last two years.



                                                For the Quarter Ended                                                 For the Quarter Ended
(Dollars in thousands,    December 31,       September 30,       June 30,  

March 31, December 31, September 30, June 30, March 31, except per share data) 2020

               2020              2020            2020             2019               2019              2019            2019
Interest income           $       7,406     $         6,841     $     7,008     $     7,057     $       7,350     $         7,362     $     7,279     $     7,179
Interest expense                    502                 547             624             868             1,108               1,171           1,195           1,046
Net interest income               6,904               6,294           6,384           6,189             6,242               6,191           6,084           6,133
Provision for loan
losses                              167                 345             911             350                91                   -             205              50
Net interest income
after provision for
loan losses                       6,737               5,949           5,473           5,839             6,151               6,191           5,879           6,083
Gains on sales of
securities available
for sale, net                       992                   -               -               -                 -                   -               -               -
Other noninterest
income                            1,438               1,478           1,216           1,342             1,484               1,610           1,400           1,480
Noninterest expense               7,357               5,670           4,889           5,605             5,808               5,419           5,509           5,718
Income before income
taxes                             1,810               1,757           1,800           1,576             1,827               2,382           1,770           1,845
Income tax expense                  454                 210             222             180               255                 330             206             213
Net income                $       1,356     $         1,547     $     1,578     $     1,396     $       1,572     $         2,052     $     1,564     $     1,632

Net income per share,
basic                     $        0.36     $          0.41     $      0.42     $      0.37     $        0.42     $          0.54     $      0.41     $      0.43
Net income per share,
diluted                   $        0.36     $          0.41     $      0.42     $      0.37     $        0.42     $          0.54     $      0.41     $      0.43




RESULTS OF OPERATIONS



NET INTEREST INCOME



2020 COMPARED WITH 2019

Net interest income increased to $25.8 million for the year ended December 31,
2020 from $24.7 million for the same period of 2019. The net interest margin was
3.46% for the year ended December 31, 2020 compared to 3.74% for the same period
in 2019.



Interest income decreased while average earning assets increased from $660.8
million in 2019 to $747.4 million in 2020. The decrease of 63 basis points
("bp") in the average yield on assets from 4.43% in 2019 to 3.80% in 2020 was
primarily the result of:

    •   Average loans increased $60.0 million from $544.9 million in 2019 to
        $604.9 million in 2020. The tax-equivalent yield on loans decreased to

4.33% in 2020 compared to 4.84% in 2019. Together, interest and fee income

from loans decreased $206,000 for 2020 compared with 2019. While average

loan balances increased as a result of organic loan growth as well as

approximately $34.7 million of average outstanding loan balances related

to PPP loans, loan yields decreased as a result of the lower interest rate

environment and the fixed rate of 1% on PPP loans.

• Average securities increased $9.2 million from $74.8 million in 2019 to

$84.0 million in 2020. The tax-equivalent yield on securities decreased to


        2.52% in 2020 compared to 2.81% in 2019. Tax-equivalent interest and
        dividend income on securities remained relatively unchanged at $2.1
        million for 2020 and 2019.




Total interest expense decreased $2.0 million from $4.5 million in 2019 to $2.5
million in 2020, resulting in the average rate on total interest-bearing
liabilities decreasing from 0.88% in 2019 to 0.46% in 2020, and cost of funds
decreasing from 0.71% in 2019 to 0.35% in 2020. As described below, the
decreases in the cost of funds were the result of the Company's response to
interest rate trends and the reduction of rates on certain interest-bearing
transaction accounts, and lower funding costs on FHLB advances. The decrease in
interest expense from 2019 to 2020 was due primarily to the following:

• Average interest-bearing deposits increased $50.8 million from $481.9


        million in 2019 to $532.8 million in 2020. The average rate paid on
        interest-bearing deposits decreased from 0.75% in 2019 to 0.39% in
        2020. This resulted in a decrease in interest paid on deposits of $1.5

million from $3.6 million in 2019 to $2.1 million in 2020. The increase in

interest-bearing deposit balances was primarily the result of organic

deposit growth from new and existing personal and business clients.

• Average FHLB advances decreased $6.3 million from $27.6 million in 2019 to

$21.3 million in 2020. Interest expense on FHLB advances decreased
        $421,000 from $712,000 in 2019 to $291,000 in 2020.



The Company believes that, given the current interest rate environment, net interest income and the net interest margin could decrease in future periods.


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2019 COMPARED WITH 2018

Net interest income increased to $24.7 million for the year ended December 31,
2019 from $23.5 million for the same period of 2018. The net interest margin was
3.74% for the year ended December 31, 2019 compared to 3.81% for the same period
in 2018.



Interest income increased as the result of an overall increase in average
earning assets from $619.1 million in 2018 to $660.8 million in 2019, a direct
result of management's emphasis on growing the loan and securities
portfolios. The increase of 10 bps in the average yield on assets from 4.33% in
2018 to 4.43% in 2019 was primarily the result of:

    •   Average loans increased $27.2 million from $517.7 million in 2018 to
        $544.9 million in 2019. The tax-equivalent yield on loans increased to

4.84% in 2019 compared to 4.69% in 2018. Together, interest and fee income

from loans increased $2.1 million for 2019 compared with 2018.

• Average securities increased $184,000 from $74.6 million in 2018 to $74.8

million in 2019. The tax-equivalent yield on investments remained

unchanged at 2.81% in 2019 compared to 2018. Tax-equivalent interest and


        dividend income on securities decreased $11,000 from 2018 to 2019.




Total interest expense increased $1.3 million from $3.2 million in 2018 to $4.5
million in 2019, resulting in the average rate on total interest-bearing
liabilities increasing from 0.67% in 2018 to 0.88% in 2019, due primarily to the
following:

• Average interest-bearing deposits increased $27.8 million from $454.0


        million in 2018 to $481.9 million in 2019. The average rate paid on
        interest-bearing deposits increased from 0.54% in 2018 to 0.75% in
        2019. This resulted in an increase in interest paid on deposits of $1.1
        million from $2.4 million in 2018 to $3.6 million in 2019.

• Average FHLB advances increased $4.3 million from $23.3 million in 2018 to

$27.6 million in 2019. Interest expense on FHLB advances increased
        $171,000 from $541,000 in 2018 to $712,000 in 2019.




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The following table sets forth, on a tax-equivalent basis, information relating
to the Company's average balance sheet and reflects the average yield on assets
and average cost of liabilities for the years ended December 31, 2020, 2019 and
2018 and the average yields and rates paid for the periods indicated. These
yields and costs are derived by dividing income or expense by the average daily
balances of assets and liabilities, respectively, for the periods presented.



                                            December 31, 2020                        December 31, 2019                        December 31, 2018
(Dollars in thousands)              Average      Income/       Average       Average      Income/       Average       Average      Income/       Average
Assets                             Balances      Expense        Rate        Balances      Expense        Rate        Balances      Expense        Rate
Loans
Taxable                            $ 603,810     $ 26,192          4.34 %   $ 543,111     $ 26,398          4.86 %   $ 514,958     $ 24,291          4.72 %
Nonaccrual (2)                         1,125            -             -         1,834            -             -         2,770            -             -
Total loans                          604,935       26,192          4.33 %     544,945       26,398          4.84 %     517,728       24,291          4.69 %
Securities
Taxable                               65,949        1,554          2.38 %      60,847        1,631          2.71 %      60,560        1,622          2.68 %
Tax-exempt (1)                        18,041          545          3.02 %      13,956          454          3.25 %      14,059          474          3.37 %
Total securities                      83,990        2,099          2.52 %      74,803        2,085          2.81 %      74,619        2,096          2.81 %
Deposits in other banks               58,460          135          0.23 %      41,077          782          1.90 %      26,777          410          1.53 %
Federal funds sold                        14            -          0.35 %          14            -          2.31 %          14            -          1.59 %
Total earning assets                 747,399       28,426          3.80 %  

660,839 29,265 4.43 % 619,138 26,797 4.33 % Less: Allowance for loan losses (6,149 )


   (5,429 )                                 (5,317 )
Total nonearning assets               59,367                                   57,000                                   50,848
Total Assets                       $ 800,617                                $ 712,410                                $ 664,669
Liabilities and Shareholders'
Equity
Deposits
Demand                             $ 159,668                                $ 121,910                                $ 117,422
Interest-bearing
NOW                                  252,648     $    493          0.20 %     230,081     $  1,028          0.45 %     231,819     $    893          0.39 %
Money market                         105,218          420          0.40 %      78,097          645          0.83 %      59,400          310          0.52 %
Savings                              102,862           94          0.09 %      87,478          281          0.32 %      89,103          235          0.26 %
Time deposits                         72,095        1,057          1.47 %  

86,205 1,641 1.90 % 73,717 1,009 1.37 % Total interest-bearing deposits 532,823 2,064 0.39 %


  481,861        3,595          0.75 %     454,039        2,447          0.54 %
Federal funds purchased                    1            -          1.05 %         494           14          2.90 %       2,044           46          2.26 %
FHLB advances                         21,324          291          1.37 %      27,611          712          2.58 %      23,315          541          2.32 %
Junior subordinated debt               4,124          186          4.50 %       4,124          199          4.83 %       4,124          199          4.83 %
Total interest-bearing
liabilities                          558,272        2,541          0.46 %     514,090        4,520          0.88 %     483,522        3,233          0.67 %
Other liabilities                     11,968                                   12,331                                    6,088
Shareholders' equity                  70,709                                   64,079                                   57,637
Total Liabilities and
Shareholders' Equity               $ 800,617                                $ 712,410                                $ 664,669
Net interest income
(tax-equivalent basis)                           $ 25,885          3.35 %                 $ 24,745          3.55 %                 $ 23,564          3.66 %
Less: tax equivalent adjustment                       114                                       95                                       99
Net interest income                              $ 25,771                                 $ 24,650                                 $ 23,465
Interest expense as a percent of
average earning assets                                             0.34 %                                   0.68 %                                   0.52 %
Net interest margin                                                3.46 %                                   3.74 %                                   3.81 %



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

using a federal tax rate of 21%.

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


    earning assets.



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RATE/VOLUME ANALYSIS

The following table sets forth certain information regarding changes in interest
income and interest expense for the periods indicated. For each category of
interest-earning asset and interest-bearing liability, information is provided
on changes attributable to changes in volume (change in volume multiplied by old
rate); and changes in rates (change in rate multiplied by old volume). Changes
in rate-volume, which cannot be separately identified, are allocated
proportionately between changes in rate and changes in volume.



                                 2020 Compared to 2019                 2019 Compared to 2018
                                        Due to       Due to                   Due to       Due to
(In thousands)              Change      Volume        Rate        Change      Volume        Rate
Interest Income
Loans
Taxable                    $   (206 )   $ 2,953     $ (3,159 )   $  2,107     $ 1,328     $    779
Securities
Taxable                         (77 )       136         (213 )          9           7            2
Tax-exempt (1)                   91         133          (42 )        (20 )        (3 )        (17 )
Deposits in other banks        (647 )       331         (978 )        372         219          153
Total interest income          (839 )     3,553       (4,392 )      2,468       1,551          917
Interest Expense
NOW                            (535 )       101         (636 )        135          (7 )        142
Money market                   (225 )       224         (449 )        335          98          237
Savings                        (187 )        49         (236 )         46          (4 )         50
Time deposits                  (584 )      (269 )       (315 )        632         171          461
Federal funds purchased         (14 )       (14 )          -          (32 )       (35 )          3
FHLB advances                  (421 )      (163 )       (258 )        171          99           72
Junior subordinated debt        (13 )         -          (13 )          -           -            -
Total interest expense       (1,979 )       (72 )     (1,907 )      1,287         322          965
Net interest income        $  1,140     $ 3,625     $ (2,485 )   $  1,181     $ 1,229     $    (48 )

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


    using a federal tax rate of 21%.




NONINTEREST INCOME



                                                                   Increase (Decrease) 2020         Increase (Decrease) 2019
                                       December 31,                        vs. 2019                         vs. 2018

(Dollars in thousands) 2020 2019 2018 Amount

         Percent         Amount           Percent
Noninterest Income
Trust and estate fees         $ 2,249     $ 1,743     $ 1,542     $    506               29.0 %    $    201              13.0 %
Brokerage fees                    557         453         180          104               23.0 %         273             151.7 %
Service charges on deposit
accounts                        1,118       1,522       1,706         (404 )            (26.5 )%       (184 )           (10.8 )%
Interchange fee income, net     1,215       1,305       1,252          (90 )             (6.9 )%         53               4.2 %
Bank-owned life insurance         360         366         361           (6 )             (1.6 )%          5               1.4 %
Gain on sale/call of
securities available for
sale, net                         992          79         838          913             1155.7 %        (759 )           (90.6 )%
Gain on sale of mortgage
loans held for sale, net           86          69          37           17               24.6 %          32              86.5 %
Other income                     (111 )       437         158         (548 )           (125.4 )%        279             176.6 %
                              $ 6,466     $ 5,974     $ 6,074     $    492                8.2 %    $   (100 )            (1.6 )%




2020 COMPARED WITH 2019

Total noninterest income increased $492,000 from $6.0 million in 2019 to $6.5 million in 2020. The following were the primary changes in noninterest income:

• Trust, estate and brokerage fees increased as a result of an increase in

assets under management for both trust and investment management accounts


        and brokerage accounts. Assets under management were $530.8 million at
        December 31, 2020 compared to $455.0 million at December 31, 2019.

• Service charges on deposit accounts continued to decline as a result of

the decline in non-sufficient funds ("NSF") fees which is directly related


        to customer behavior. NSF fees were $978,000 in 2020 compared to $1.5
        million in 2019.


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• During 2020, the net gain on the sale of securities available for sale was

the result of a portfolio reallocation to align with the Company's

investment goals. During 2019, the gain on calls of securities available


        for sale was the result of two calls of trust preferred securities that
        went to auction and were settled at their par value.

• Other income decreased primarily as a result of several factors. Automated

teller machine ("ATM") surcharge income decreased $81,000 when compared to

2019, due to the Company outsourcing this activity. Losses on the disposal

of these ATMs totaled $177,000 during 2020. Partnership income, which is

primarily derived from the Bank's ownership interest in Bankers Insurance,


        LLC, increased $112,000 when compared to 2019. The increase in this income
        was partially offset by an increase of $172,000 in pass-through losses

from the Bank's investment in qualified affordable housing projects.






2019 COMPARED WITH 2018

Total noninterest income decreased $100,000 from $6.1 million in 2018 to $6.0 million in 2019. The following were the primary changes in noninterest income:

• Trust, estate and brokerage fees increased as a result of increased

brokerage production and increased assets under management. Assets under

management were $455.0 million at December 31, 2019 compared to $325.5

million at December 31, 2018.

• Service charges on deposit accounts continued to decline due to customer

behavior and increased mobile banking usage.

• The decrease in the net gains on the sale of securities available for sale

in 2019 was due to the Company's portfolio reallocation to align with its

investment goals and the gain on calls of securities available for sale in

2018 which was the result of two calls of trust preferred securities that

went to auction and were settled at their par value.

• The net gain on mortgage loans held for sale increased as a result of

increased loans sold on the secondary market. Loans originated for sale on

the secondary market were $5.4 million in 2019 compared to $2.0 million in

2018.

• Other income increased as a result of decreased net losses on partnerships

of $32,000, gains from the sale of property of $139,000, income received

from the sale of an equity ownership interest of $39,000 and income of

$69,000 received from contract negotiations with a new broker/dealer which


        is recognized over the life of the contract.




NONINTEREST EXPENSE


                                                                      Increase (Decrease) 2020         Increase (Decrease) 2019
                                         December 31,                         vs. 2019                         vs. 2018
(Dollars in thousands)          2020         2019         2018        Amount            Percent        Amount           Percent
Noninterest Expenses
Salaries and benefits         $ 12,103     $ 12,084     $ 12,108     $      19               0.2 %    $    (24 )            (0.2 )%
Occupancy                        2,409        2,352        2,331            57               2.4 %          21               0.9 %
Furniture and equipment            776        1,050        1,012          (274 )           (26.1 )%         38               3.8 %
Marketing and business
development                        487          648          610          (161 )           (24.8 )%         38               6.2 %
Legal, audit and consulting      1,129        1,054        1,015            75               7.1 %          39               3.8 %
Data processing                  1,432        1,381        1,292            51               3.7 %          89               6.9 %
Federal Deposit Insurance
Corporation assessment             388          190          369           198             104.2 %        (179 )           (48.5 )%
Merger related expenses          1,231            -            -         1,231                 -             -               0.0 %
Prepayment penalty on early
debt extinguishment                  -          268            -          (268 )               -           268                 -
Other operating expenses         3,565        3,427        3,414           138               4.0 %          13               0.4 %
                              $ 23,520     $ 22,454     $ 22,151     $   1,066               4.7 %    $    303               1.4 %




2020 COMPARED WITH 2019

Total noninterest expense increased $1.1 million from $22.5 million in 2019 to
$23.5 million in 2020. Management continued to strive for increased efficiencies
through process improvements and expense monitoring. The following were the
primary changes in noninterest expense:

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

depreciation associated with the ATMs, as noted above in noninterest

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

activity. Depreciation expense for furniture and equipment was $113,000


        for 2020 compared to $323,000 for 2019.


    •   Marketing expenses decreased by $92,000 primarily due to timing
        differences in marketing campaigns. Business development activities
        decreased $60,000, as a result of the COVID-19 pandemic.

FDIC deposit insurance assessment increased as a result of the Small Bank

Assessment Credit of $162,000 that was received in 2019. This credit is

the portion of the Company's assessment that contributed to the growth in


        the DIF reserve ratio from 1.15% to 1.35%.


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• Merger expenses of $1.2 million are related to the Merger with Virginia

National, announced on October 1, 2020. The Company expects to continue to

incur merger expenses until the Merger with Virginia National is

completed, which is currently expected to occur in the second quarter of


        2021.




2019 COMPARED WITH 2018

Total noninterest expense increased $303,000 from $22.2 million in 2018 to $22.5 million in 2019. Management continued to strive for increased efficiencies through process improvements and expense monitoring. The following were the primary changes in noninterest expense:

• While the Company's personnel expenses were its largest noninterest

expense, total salary and benefit expenses remained relatively flat.

• Occupancy, furniture and equipment expenses remained relatively unchanged.

• Marketing and business development expenses increased slightly as a result

of advertising campaigns, business development opportunities and community

support.

• Consulting expense, which includes legal and auditing fees, remained

relatively unchanged.

FDIC deposit insurance assessment decreased as a result of the Small Bank

Assessment Credit. This credit is the portion of the Company's assessment


        that contributed to the growth in the DIF reserve ratio from 1.15% to
        1.35%.

• The Company incurred prepayment penalties on the early extinguishment of

$13.0 million of FHLB advances.


  • Other operating expenses remained relatively unchanged.




INCOME TAXES



Income tax expense for 2020 was $1.1 million, resulting in an effective tax rate
of 15.4%, compared with $1.0 million or 12.8%, in 2019 and $746,000, or 10.8%,
in 2018. Income tax expense and the effective tax rate differed from the
statutory federal income tax rate of 21% primarily due to the Bank's investment
in tax-exempt securities, income from bank-owned life insurance and community
development tax credits. Community development tax credits were $479,000,
$552,000, and $504,000 for 2020, 2019 and 2018, respectively.



ASSET QUALITY



Loans that are separately identified as impaired are measured based on the
present value of expected future cash flows or, alternatively, the observable
market price of the loans or the fair value of the collateral. However, for
those loans that are collateral dependent and for which management has
determined foreclosure is probable, impairment is based on the net realizable
value of the collateral.



A loan is considered impaired when there is an identified weakness which makes
it probable that the collection of all principal and interest according to the
contractual terms of the loan agreement will not be made. Factors involved in
determining if a loan is impaired include, but are not limited to, expected
future cash flows, financial condition of the borrower, and current economic
conditions. Loans that are considered doubtful or loss generally qualify as
impaired loans.



Nonperforming assets, in most cases, consist of nonaccrual loans, TDRs, OREO, and loans that are greater than 90 days past due and accruing interest.





As mentioned above, in response to COVID-19, the Company established a
short-term loan modification program, which included the deferral of scheduled
payments for a 90-day period. Borrowers who were considered current were ones
whose loans were less than 30 days past due on their contractual payments at the
time the modification was entered. As of December 31, 2020, there was one loan
modification totaling $2.6 million and 5 loans in payment deferral totaling
$518,000. These additional deferrals remained within the CARES Act and the March
2020 interagency guidance and were not considered TDRs.



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The following table sets forth certain information with respect to the Company's nonperforming assets at the dates indicated:





                                                             At December 31,
(Dollars in thousands)                   2020         2019         2018         2017         2016
Nonaccrual loans                       $  1,245     $    989     $  1,993     $  3,180     $  3,523
TDR loans still accruing                  8,363        2,471        3,361        4,182        5,305
Loans 90+ days past due and accruing        584        1,636        1,227        1,665        2,859
Total nonperforming loans                10,192        5,096        6,581        9,027       11,687
OREO, net                                 1,356        1,356        1,356        1,356        1,356
Total nonperforming assets             $ 11,548     $  6,452     $  7,937     $ 10,383     $ 13,043

Allowance for loan losses to total
loans                                      1.11 %       0.95 %       0.94 %       1.00 %       1.00 %
Nonaccrual loans to total loans            0.20 %       0.18 %       0.36 %       0.60 %       0.80 %
Allowance for loan losses to
nonperforming loans                       67.41 %     102.57 %      78.65 %      56.40 %      38.70 %
Nonperforming loans to total loans         1.65 %       0.93 %       1.20 %       1.80 %       2.50 %
Nonperforming assets to total assets       1.33 %       0.89 %       1.09 %       1.60 %       2.10 %



Nonperforming assets totaled $11.5 million or 1.33% of total assets at December 31, 2020 and $6.5 million or 0.89% of total assets at December 31, 2019. The ratio of allowance for loan losses as a percentage of nonperforming loans was 67.41% and 102.57% at December 31, 2020 and 2019, respectively. Factors contributing to these changes are:

• Nonaccrual loans were $1.2 million and $1.0 million at December 31, 2020


        and 2019, respectively. Changes in nonaccrual loans during 2020 was the
        result of the principal curtailment for one commercial real estate loans

totaling $632,000, offset by the addition of one commercial and industrial

loan totaling $509,000 and one residential real estate loan totaling

$379,000.

• OREO remained unchanged at $1.4 million, consisting of one 47-acre tract

of undeveloped property.

• Loans greater than 90 or more days past due and still accruing interest

totaled $584,000 and $1.6 million at December 31, 2020 and 2019,

respectively. Included are $583,000 and $1.2 million in student loans at

December 31, 2020 and 2019 that were greater than 90 days past due and

still accruing interest. Student loans that are past due continue to


        accrue interest due to the 98% guarantee by the U.S. Department of
        Education.

• There were five loans in the portfolio totaling $8.4 million that were

identified as TDRs (non-COVID related) at December 31, 2020 compared to


        five loans at $2.5 million at December 31, 2019. One commercial and
        industrial loan was modified and identified as a TDR during 2020. There
        were no loans modified and identified as TDRs during 2019.  At

December 31, 2020, all TDRs were current and performing in accordance with


        their modified terms.



ANALYSIS OF LOAN LOSS EXPERIENCE



The allowance for loan losses is maintained at a level which, in management's
judgment, is adequate to absorb credit losses inherent in the loan portfolio.
Management periodically evaluates the collectability of the loan portfolio,
credit concentrations, trends in historical loan loss experience, impaired
loans, and current economic conditions in determining the adequacy of the
allowance. The allowance is increased by the provision for loan losses, which is
charged to expense, and reduced by charge-offs, net of recoveries. Because of
uncertainties inherent in the estimation process, management's estimate of
credit losses inherent in the loan portfolio and the related allowance remains
subject to change. Additions to the allowance, recorded as the provision for
loan losses on the Company's statements of operations, are made, as needed, to
maintain the allowance at an appropriate level based on management's analysis.
The amount of the provision is a function of the level of loans outstanding, the
level and nature of impaired and nonperforming loans, historical loan loss
experience, the amount of loan losses actually charged-off or recovered during a
given period and current national and local economic conditions. There can be no
assurances, however, that future losses will not exceed estimated amounts, or
that increased amounts of provisions for loan losses will not be required in
future periods.



The allowance for loan losses was $6.9 million or 1.11% of total loans at
December 31, 2020 compared to $5.2 million or 0.95% of total loans at
December 31, 2019.  The provision for loan losses was $1.8 million and $346,000
for the years ended December 31, 2020 and 2019, respectively.  The increase in
the allowance for loan losses was due primarily to the increase in qualitative
factors related to COVID-19 and the current economic conditions, including, but
not limited to, the increased unemployment rate for the Commonwealth of
Virginia. The allowance for loan losses was not impacted by PPP loans during the
year ended December 31, 2020 due to the 100% SBA guaranty for loans funded under
this program.

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While Management believes that adequate loan loss reserves existed as of
December 31, 2020, Management also recognizes that the full impact of COVID-19
may have a continued adverse effect on the credit quality of the Company's loan
portfolio subsequent to 2020.



Impaired loans were $9.6 million and $3.6 million at December 31, 2020 and 2019,
respectively.  Reserves allocated to impaired loans were $72,000 and $229,000 at
December 31, 2020 and 2019, respectively. There are no loans other than those
disclosed above either as nonperforming or impaired, where information known
about the borrower has caused management to have serious doubts about the
borrower's ability to repay.



The following table summarizes the Bank's loan loss experience for the periods
indicated:



                                                     Years ended December 31,
(Dollars in thousands)            2020          2019          2018          2017           2016
Allowance for loan losses,
January 1,                      $   5,227     $   5,176     $   5,094     $   4,525      $   4,193
Charged-off loans:
Commercial and industrial             148           328           106            19            226
Commercial real estate                  -             -            47           476            380
Construction and land                   -             -           312             -              -
Consumer                               34            50            14           114             46
Student                                15            13            24            31             36
Residential real estate                 -             -           200            51             36
Home equity lines of credit             -             -            80             -              -
Total loans charged-off               197           391           783           691            724
Recoveries:
Commercial and industrial              13             2            35           154          1,527
Commercial real estate                 24            80            70           575             24
Construction and land                   -             -             -             -              -
Consumer                               30            14             4             2             10
Student                                 -             -             -             -              -
Residential real estate                 -             -           248             6              -
Home equity lines of credit             -             -             1             3              3
Total loan recoveries                  67            96           358           740          1,564
Net charge-offs (recoveries)          130           295           425           (49 )         (840 )
Provision for (recovery of)
loan losses                         1,773           346           507           520           (508 )
Allowance for loan losses,
December 31,                    $   6,870     $   5,227     $   5,176     $ 

5,094 $ 4,525



Ratio of net charge-offs
(recoveries) to average loans        0.02 %        0.05 %        0.08 %       (0.01 )%       (0.19 )%



The following table allocates the allowance for loan losses to each loan portfolio segment. The allowance has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred, although the entire allowance balance is available to absorb any actual charge-offs that may occur.


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                                                                                                        At December 31,
                                 2020                                  2019                                  2018                                  2017                                  2016
                   Allowance for      Percentage of      Allowance for      Percentage of      Allowance for      Percentage of      Allowance for      Percentage of      Allowance for      Percentage of
                    Loan Losses        Total Loans        Loan Losses        Total Loans        Loan Losses        Total Loans        Loan Losses        Total Loans        Loan Losses        Total Loans
(Dollars in
thousands)
Commercial and
industrial         $          751              11.09 %   $          296               4.98 %   $          483               4.86 %   $          518               4.90 %   $          561               5.50 %
Commercial real
estate                      2,334              32.54 %            1,788              33.06 %            1,738              34.18 %            1,609              35.20 %            1,569              35.70 %
Construction and
land                        1,080              11.99 %              652              11.86 %              635              13.00 %              879              10.70 %              661              10.70 %
Consumer                      126               1.03 %              154               1.08 %              145               1.01 %              105               1.00 %               21               0.70 %
Student                        81               1.13 %               65               1.48 %               68               1.67 %               72               2.10 %               76               2.80 %
Residential real
estate                      1,839              37.44 %            1,596              40.95 %            1,311              37.49 %             1174              37.20 %              943              35.10 %
Home equity
lines of credit               309               4.78 %              326               6.59 %              446               7.79 %              387               8.90 %              307               9.50 %
Unallocated                   350                  -                350                  -                350                  -                350                  -                387                  -
                   $        6,870             100.00 %   $        5,227             100.00 %   $        5,176             100.00 %   $        5,094             100.00 %   $        4,525             100.00 %



COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2020 AND 2019





SUMMARY



A financial institution's primary sources of revenue are generated by its
earning assets and sales of financial assets, while its major expenses are
produced by the funding of those assets with interest-bearing liabilities,
provisions for loan losses and compensation to employees. Effective management
of these sources and uses of funds is essential in attaining a financial
institution's maximum profitability while maintaining an acceptable level of
risk.



At December 31, 2020, the Company had total assets of $867.2 million compared to
$722.2 million at December 31, 2019. The significant components of the Company's
consolidated balance sheets are discussed below.



SECURITIES



At December 31, 2020, 2019 and 2018, the carrying values of securities available
for sale at fair value were:


                                                        Available for Sale
(Dollars in thousands)                        2020             2019             2018
Obligations of U.S. Government
corporations and agencies                 $     59,210     $     63,941     $     56,409
Obligations of states and political
subdivisions                                    23,638           15,842           14,580
Corporate bonds                                      -                -              895
Total                                     $     82,848     $     79,783     $     71,884






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The following is a schedule of estimated maturities, or call date if more probable, or next rate repricing adjustment date, and related weighted average yields of securities at December 31, 2020:





                                                                              Due after                         Due after
                                    Due in one year or less            One through Five years            Five through Ten years           Due after Ten years               Total
(Dollars in thousands)              Amount             Yield           Amount            Yield           Amount            Yield           Amount         Yield       Amount      Yield
Securities available for sale:
Obligations of U.S. Government
corporations and agencies        $      2,016              1.37 %   $      8,118             2.59 %   $      5,409             1.54 %   $     43,667        1.84 %   $ 59,210       1.90 %
Obligations of states and                                                                                                                                              23,638
political subdivisions                     55              5.28 %            301             4.58 %          4,060             3.13 %         19,222        2.78 %                  2.87 %
Total securities                 $      2,071              1.48 %   $      8,419             2.66 %   $      9,469             2.22 %   $     62,889        2.13 %   $ 82,848       2.18 %



Excluding obligations of U.S. Government corporations and agencies, there were no securities from a single issuer exceeding 10% of shareholders' equity.

LOAN PORTFOLIO



Loans are made mainly to customers located within the Company's primary market
area. Loan pricing strategies and product offerings are continually modified in
an effort to increase lending activity without sacrificing the existing credit
quality standards. At December 31, 2020 and 2019, net loans were 70.33% and
75.46% of total assets, respectively, and were the largest category of the
Company's earning assets. Loans are shown on the balance sheets net of unearned
discounts and the allowance for loan losses. Interest is computed by methods
that result in level rates of return on principal. Loans are charged-off when
deemed by management to be uncollectible, after taking into consideration such
factors as the current financial condition of the customer and the underlying
collateral and guarantees.

Total loans on the balance sheet are comprised of the following portfolio segments at the dates indicated:





                                                           At December 31,
(Dollars in thousands)              2020          2019          2018          2017          2016
Commercial and industrial loans   $  68,390     $  27,404     $  26,721     $  24,413     $  25,735
Commercial real estate              200,690       181,898       187,797       176,827       165,271
Construction and land                73,966        65,231        71,409        54,162        49,777
Consumer                              6,355         5,958         5,562         5,068         3,100
Student                               6,971         8,151         9,158        10,677        13,006
Residential real estate             230,885       225,316       205,945       187,104       162,383
Home equity lines of credit          29,492        36,268        42,772        44,548        43,861
Total loans                       $ 616,749     $ 550,226     $ 549,364     $ 502,799     $ 463,133




At December 31, 2020, there were no loan concentrations to commercial borrowers
engaged in similar activities that exceeded 10% of total loans. Based on
regulatory guidelines, the Bank is required to monitor the commercial real
estate loan portfolio for: (i) concentrations above 100% of Tier 1 capital for
construction and land loans and; (ii) concentrations above 300% for permanent
investor real estate loans. As of December 31, 2020, the Company was well below
these thresholds.


The following is a schedule of maturities and sensitivities of loans subject to changes in interest rates as of December 31, 2020:





                                                             One Year
                                                           through Five       After Five
(Dollars in thousands)                Within One Year          Years            Years           Total
Commercial and industrial            $           8,487     $      52,498     $      7,405     $   68,390
Commercial real estate                          27,948            96,382           76,360        200,690
Construction and land                           48,192            25,198              576         73,966
                                     $          84,627     $     174,078     $     84,341     $  343,046
For maturities over one year:
Floating and adjustable rate loans                         $      14,938     $     32,271     $   47,209
Fixed rate loans                                                 159,140           52,070        211,210
                                                           $     174,078     $     84,341     $  258,419


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DEPOSITS

Deposits totaled $766.1 million and $622.2 million at December 31, 2020 and 2019, respectively.

The average daily amounts of deposits and rates paid on deposits is summarized for the periods indicated in the following table:





                                                            Year Ended December 31,
                                           2020                       2019                       2018
(Dollars in thousands)             Amount         Rate        Amount         Rate        Amount         Rate
Demand                            $ 159,668                  $ 121,910                  $ 117,422
Interest-bearing:
NOW                                 252,648         0.20 %     230,081         0.45 %     231,819         0.39 %
Money market                        105,218         0.40 %      78,097         0.83 %      59,400         0.52 %
Savings                             102,862         0.09 %      87,478         0.32 %      89,103         0.26 %
Time deposits                        72,095         1.47 %      86,205         1.90 %      73,717         1.37 %
Total interest-bearing deposits     532,823         0.39 %     481,861         0.75 %     454,039         0.54 %
Total deposits                    $ 692,491                  $ 603,771                  $ 571,461

The following is a schedule of maturities of time deposits in amounts of $100,000 or more at December 31, 2020:





                                                              December 31, 2020
                                                      Three         Six through
                                    Within         through Six         Twelve        Over Twelve
(Dollars in thousands)           Three Months         Months           Months          Months          Total
$100,000 to $250,000            $        8,849     $      7,100     $      8,379     $     2,889     $  27,217
Over $250,000                            1,832            4,525            5,190           1,478        13,025
Total                           $       10,681     $     11,625     $     13,569     $     4,367     $  40,242




BORROWINGS

Amounts and weighted average rates for long-and short-term borrowings as of December 31, 2020, 2019 and 2018 are as follows:





                           December 31, 2020          December 31, 2019          December 31, 2018
(Dollars in thousands)     Amount         Rate        Amount         Rate        Amount         Rate
FHLB advances            $    12,606       2.06 %   $    16,695       2.21 %   $    23,780       2.66 %



At December 31, 2020, the weighted average life of FHLB advances was approximately 2.99 years.





In 2019, the Company sought to reduce its cost of interest-bearing liabilities
by reducing the balance of its FHLB advances from $23.8 million at December 31,
2018, to $16.7 million at December 31, 2019. The reduction of FHLB advances
included early repayments of $13.0 million on December 31, 2019, resulting in
prepayment penalties totaling $268,000.



LIQUIDITY



Liquidity management involves meeting the present and future financial
obligations of the Company with the sale or maturity of assets or with the
occurrence of additional liabilities. Liquidity needs are met with cash on hand,
deposits in other banks, federal funds sold and unencumbered securities
classified as available for sale. At December 31, 2020, liquid assets totaled
$193.0 million, or 22.26% of total assets and 24.29% of total liabilities.
Securities provide a constant source of liquidity through paydowns and
maturities. The Company maintains short-term borrowing arrangements, namely
federal funds lines of credit, with larger financial institutions as an
additional source of liquidity and the Bank's membership with the FHLB also
provides a source of borrowings with numerous rate and term structures.
Management monitors the liquidity position regularly and attempts to maintain a
position which utilizes available funds most efficiently. As a result,
management believes that the Company maintains overall liquidity sufficient to
satisfy its depositors' requirements and meet its customers' credit needs.



CAPITAL



Shareholders' equity totaled $72.5 million at December 31, 2020 compared with
$67.1 million at December 31, 2019. The amount of equity reflects management's
desire to increase shareholders' return on equity while maintaining a strong
capital base.



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The Company and the Bank 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 the Company's financial condition and results
of operations. Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, the Bank 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. In
addition to the regulatory risk-based capital, the Company must maintain a
capital conservation buffer of additional total capital and common equity Tier 1
capital as required by the Basel III Capital Rules. The phase-in of the capital
conservation buffer requirement began on January 1, 2016, at 0.625% of
risk-weighted assets, increasing by the same amount each year until it was fully
implemented at 2.5% on January 1, 2019. Management believes that the Bank
satisfies all capital adequacy requirements to which they are subject as of
December 31, 2020 and 2019.



As of December 31, 2020 and December 31, 2019, the Company qualified as a small
bank holding company under SBHC Policy Statement and, as a result, the Company
was exempt from the Basel III Capital Rules. See the discussion under the
heading "Government Supervision and Regulation" in Item 1 of this Annual Report
on Form 10-K for more information.



As of December 31, 2020, the Bank is considered "well capitalized" as defined by regulatory authorities. The following table provides information on the regulatory capital ratios for the Bank at December 31, 2020 and 2019.





(Dollars in thousands)                              December 31, 2020       December 31, 2019
Tier 1 Capital:
Common equity                                      $            75,588     $            70,312
Unrealized (gain) loss on securities available
for sale, net                                                   (2,643 )                (1,294 )
Unrealized benefit obligation for supplemental
retirement plans                                                   (31 )                  (155 )
Total Common equity tier 1 capital                              72,914                  68,863
Tier 2 Capital:
Allowable allowance for loan losses                              6,870                   5,227
Total Capital:                                     $            79,784     $            74,090
Risk-Weighted Assets:                              $           575,302     $           547,202
Regulatory Capital Ratios:
Leverage Ratio                                                    8.54 %                  9.40 %
Common Equity Tier 1 Capital Ratio                               12.67 %                 12.58 %
Tier 1 Capital Ratio                                             12.67 %                 12.58 %
Total Capital Ratio                                              13.87 %                 13.54 %




CONTRACTUAL OBLIGATIONS

The following table sets forth information relating to the Company's contractual obligations as of December 31, 2020.





(Dollars in thousands)                                      Payments due by period
                                                                                                     More than
                                              Less than        Two through       Four through       Five Years
Contractual Obligations:        Total          One Year        Three Years        Five Years            (1)
Debt obligations              $   16,730     $          -     $       2,606     $       10,000     $       4,124
Data processing obligations        2,494                -             2,494                  -                 -
Lease obligations                  5,277                -             1,320              1,353             2,604
Total                         $   24,501     $          -     $       6,420     $       11,353     $       6,728

(1) Includes $4.1 million of junior subordinated debt with varying put provisions


    with a mandatory redemption September 21, 2036.



OFF-BALANCE SHEET ARRANGEMENTS



The Company's off-balance sheet arrangements consist of interest rate swap
agreements, commitments to extend credit and letters of credit.  Refer to Note
15 "Financial Instruments with Off-Balance Sheet Risk" and Note 16 "Derivative
Instruments and Hedging Activities" of the Notes to Consolidated Financial
Statements for further discussion on the specific arrangements and elements of
credit and interest rate risk inherent to the arrangements.  These arrangements
increase the degree of both credit and interest rate risk beyond that which is
recognized through the financial assets and liabilities on the consolidated
balance sheets.



IMPACT OF INFLATION AND CHANGING PRICES



The consolidated financial statements and the accompanying notes presented
elsewhere in this document have been prepared in accordance with GAAP, which
require the measurement of financial position and operating results in terms of
historical dollars without considering

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the change in the relative purchasing power of money over time and due to
inflation. Unlike most industrial companies, virtually all the assets and
liabilities of the Company and the Bank are monetary in nature. The impact of
inflation is reflected in the increased cost of operations. As a result,
interest rates have a greater impact on the Company's performance than
inflation. Interest rates do not necessarily move in the same direction or to
the same extent as the prices of goods and services.



RECENT ACCOUNTING PRONOUNCEMENTS



Recent accounting pronouncements affecting the Company are described in Item 8.
"Financial Statements and Supplementary Data" under the heading Note 1 "Nature
of Banking Activities and Significant Accounting Policies-Recent Significant
Accounting Pronouncements and Other Regulatory Statements."

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