8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2020

Fauquier Bankshares, Inc.

(Exact name of registrant as specified in its charter)

Virginia	000-25805	54-1288193
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
10 Courthouse Square, Warrenton, Virginia		20186
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (540) 347-2700

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock Par value $3.13 per share	FBSS	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

Item 7.01 Regulation FD Disclosure.

On May 19, 2020, management of Fauquier Bankshares, Inc. (the “Company”) made a presentation during the Company’s 2020 Annual Meeting of Shareholders. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Fauquier Bankshares, Inc. 2020 Annual Meeting Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fauquier Bankshares, Inc.
Date: May 19, 2020	By:	/s/ Christine E. Headly
		Christine E. Headly
		Executive Vice President and Chief Financial Officer

EX-99.1

2 + Fauquier Bankshares, Inc. 2020 Annual Shareholders’ Meeting May 19, 2020

Today’s presentations may include forward-looking statements. These statements represent the Company’s beliefs regarding future events that, by their nature, are uncertain and outside of the Company’s control. The Company’s actual results and financial condition may differ, possibly materially, from what is indicated in these forward-looking statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 under “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” Safe Harbor Statement

2 + Board of Directors Randolph D. Frostick, Esq. President & Shareholder Vanderpool, Frostick, & Nishanian Donna D. Flory Director of Human Resources QMT Windchimes Kevin T. Carter President Guests, Inc. John B. Adams, Jr. Chairman; President & CEO Bowman Companies Marc J. Bogan President & CEO The Fauquier Bank

2 + Board of Directors Sterling T. Strange III President & CEO The Solution Design Group, Inc. P. Kurtis Rodgers President & CEO S.W. Rodgers & Co., Inc. Brian S. Montgomery President & Owner Warrenton Foreign Car, Inc. Randolph T. Minter Vice Chairman; President & Owner Moser Funeral Home Jay B. Keyser Chief Executive William A. Hazel Family

The Fauquier Bank seeks Excellence through an Engaged and Empowered Team, building valued Relationships with our Customers and Community

2 + 2 + Title 2019 Record Year $ 6.8 MM +11% Net Income $ 1.80 +11% Earning Per Share $ 455 MM +15% Assets Under Management

Expense Management Wealth Management Mortgage Banking Commercial Banking 2 + 2 + Title 2019 Focus Business Lines People Training & development Internal promotions New production associates Wellness initiatives

2 + 2 + Title $90,000 in contributions & sponsorships Paid volunteer time off Financial seminars Community Bank Investing in its Community

2 + 2 + Title 2019 Digital Growth + 19% Mobile Deposit Transactions 2019 74% Mobile Banking Usage Average Monthly Mobile Deposits ($ Millions) $1.4 Online Banking Usage $2.9 $2.1 2018 2020 YTD 84% Person to Person Payments (ZelleTM) + 45%

2 + 2 + Title *Adjusted based on net deferred tax revaluation Net Income

2 + Title Earnings Per Share Tangible Book Value Per Share *Adjusted based on net deferred tax revaluation

2 + Title Return on Average Assets (ROA) Efficiency Ratio Return on Average Equity (ROE) Peer Group TFB

2 + 2 + Title Balance Sheet

2 + Title Net Interest Income Net Interest Margin Q1 2020 3.76 % 2019 3.74 % 2018 3.81 % 2017 3.66 %

2 + Title Total Loans $ 550 MM Average Loan Yields Loan Portfolio As of December 31, 2019 +9% Residential Mortgage Growth 2017 2018 2019 4.84 % 4.69 % 4.49 % 41 % Residential RE 33 % Commercial RE 12 % Construction & Land 7 % Home Equity LOC 5 % Commercial & Industrial 2 % Consumer Q1 2020 4.69 % 93% Real Estate Loans

2 + Title Non-Performing Assets/Total Assets Net Charge-Offs/Average Loans 2019 0.05 % 2018 0.08 % 2017 (0.01) % Credit Quality As of December 31, 2019

2 + Title 2017 2018 2019 Deposit Portfolio As of December 31, 2019 Total Deposits $ 622 MM +36% MMA Growth 0.71% 0.54% 0.45% Cost of Funds 39 % NOW 20 % DDA 15 % Money Markets 14 % Savings 12 % CDs 88% Q1 2020 0.55% Total Core Deposits

28 % Growth 2 + Title TFB Wealth Management *Adjusted to show assets in transition due to conversion Assets Under Management WMS Revenue 15 % Growth

2 + COVID-19 Challenges Health and wellbeing of our associates and community Risks to Net Interest Margin due to sustained low interest rates Loan growth, credit quality and a weakened economy

2 + TFB’s Response Associates Clients Community Shareholders

2 + Our Associates Launched Business Continuity Plan and Pandemic Response Team Enabled remote work, enforced social distancing for on-site employees & closed lobbies Enhanced cleaning protocol for all TFB locations Reallocated resources Cancelled non-essential business travel & events Provided emergency paid sick & family medical leave Provided childcare financial assistance

2 + Our Clients Education on online and mobile financial services Full suite of services available at drive through windows Full service call center Enhanced website and digital communications Loan payment deferrals on 210 loans totaling $110 MM

2 + Community Two rounds of SBA/PPP loan funding $53 MM in SBA Loans to 536 Clients 100% approval of SBA loans requested and certified Promotion of local businesses on social media Cash donations & food drives

2 + Shareholders Focus on TFB Vision & Values Safe and sound operations Enterprise Risk Management Virtual Shareholder Annual Meeting Sustainable core earnings Maintain liquidity, minimize losses & protect capital

2 + Title Capital Ratios Well-Capitalized Threshold

Capital Liquidity Loan Quality Company Strength 2 + Well Positioned for 2020

2 + 2 + Contact information Marc J. Bogan President & Chief Executive Officer marc.bogan@tfb.bank Christine E. Headly Executive Vice President & Chief Financial Officer chris.headly@tfb.bank Tammy P. Frazier, CPA Senior Vice President & Controller tammy.frazier@tfb.bank www.tfb.bank

Title THANK YOU

Title Photo Attributions “Center Street, Old Town Manassas” by Jon Cornwell is licensed under CC BY 2.0