##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 June 30, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number 0-18868



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PREMIER COMMUNITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Virginia                                                       |  | 54-1560968                          
|(State or Other Jurisdiction Of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|4095 Valley Pike Winchester, Virginia                          |  | 22602                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



(540) 869-6600

(Registrants telephone number, including area code)



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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



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 4,890,423, $1.00 par
value, as of August 9, 2004.



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##### Table of Contents

|                                                                                                           |  |      
|---------------------------------------------------------------------------------------------------------- |  | -----
|PART I.
FINANCIAL INFORMATION                                                                              |  |      
|                                                                                                           | 
|Item 1.
Financial Statements                                                                               |  |      
|                                                                                                           | 
|The following financial statements are provided at the page numbers indicated.                             |  |      
|                                                                                                           | 
|Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003                                      |  | 3    
|                                                                                                           | 
|Consolidated Statements of Income for the Three Months Ended and Six Months Ended June 30, 2004 and 2003   |  | 4    
|                                                                                                           | 
|Consolidated Statements of Changes in Shareholders Equity for the Six Months Ended June 30, 2004 and 2003 |  | 5    
|                                                                                                           | 
|Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003                      |  | 6    
|                                                                                                           | 
|Notes to Consolidated Financial Statements                                                                 |  | 7-11 
|                                                                                                           | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 12-16
|                                                                                                           | 
|Item 3.
Quantitative and Qualitative Disclosures about Market Risk                                         |  | 17-18
|                                                                                                           | 
|Item 4.
Controls and Procedures                                                                            |  | 18   
|                                                                                                           | 
|Part II.
OTHER INFORMATION                                                                                 |  | 19-20
|                                                                                                           | 
|Signatures                                                                                                 |  | 21   



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. FINANCIAL STATEMENTS

PREMIER COMMUNITY BANKSHARES, INC.

Consolidated Balance Sheets

(In Thousands, Except for Share Data)



|                                                                                                                                                                            |  |                          |         |                  |   |        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | ---------------- | - | -------
|                                                                                                                                                                            |  | June 30, 2004(Unaudited) |         | December 31,2003
|Assets:                                                                                                                                                                     |  |                          |         |                  |   |        
|Cash and due from banks                                                                                                                                                     |  | $                        | 25,622  |                  | $ | 22,394 
|Interest-bearing deposits in other banks                                                                                                                                    |  |                          | 164     |                  |   | 208    
|Federal funds sold                                                                                                                                                          |  |                          | 26,387  |                  |   | 16,901 
|Securities available for sale, at fair value                                                                                                                                |  |                          | 17,509  |                  |   | 15,694 
|Securities held to maturity (fair value: June 30, 2004, $7,858; December 31, 2003, $8,207)                                                                                  |  |                          | 8,203   |                  |   | 8,357  
|Loans, net of allowance for loan losses of $4,786 June 30, 2004, $4,104 December 31, 2003                                                                                   |  |                          | 445,073 |                  |   | 382,459
|Bank premises and equipment, net                                                                                                                                            |  |                          | 11,723  |                  |   | 10,962 
|Accrued interest receivable                                                                                                                                                 |  |                          | 1,700   |                  |   | 1,678  
|Other real estate                                                                                                                                                           |  |                          | 132     |                  |   | 67     
|Other assets                                                                                                                                                                |  |                          | 6,307   |                  |   | 4,179  
|                                                                                                                                                                            |  |                          |         |                  |   |        
|                                                                                                                                                                            |  | $                        | 542,820 |                  | $ | 462,899
|                                                                                                                                                                            |  |                          |         |                  |   |        
|Liabilities and Shareholders Equity:                                                                                                                                       |  |                          |         |                  |   |        
|Liabilities:                                                                                                                                                                |  |                          |         |                  |   |        
|Deposits:                                                                                                                                                                   |  |                          |         |                  |   |        
|Non-interest bearing demand deposits                                                                                                                                        |  | $                        | 73,269  |                  | $ | 61,123 
|Savings and interest-bearing demand deposits                                                                                                                                |  |                          | 141,290 |                  |   | 130,312
|Time deposits                                                                                                                                                               |  |                          | 240,406 |                  |   | 205,910
|                                                                                                                                                                            |  |                          |         |                  |   |        
|Total deposits                                                                                                                                                              |  |                          | 454,965 |                  |   | 397,345
|Federal Home Loan Bank advances                                                                                                                                             |  |                          | 30,000  |                  |   | 10,000 
|Short-term borrowings                                                                                                                                                       |  |                          | 533     |                  |   | 541    
|Accounts payable and accrued expenses                                                                                                                                       |  |                          | 2,673   |                  |   | 2,948  
|Capital lease payable                                                                                                                                                       |  |                          | 183     |                  |   | 188    
|Trust Preferred Capital Notes                                                                                                                                               |  |                          | 13,000  |                  |   | 13,000 
|                                                                                                                                                                            |  |                          |         |                  |   |        
|                                                                                                                                                                            |  | $                        | 501,354 |                  | $ | 424,022
|                                                                                                                                                                            |  |                          |         |                  |   |        
|Shareholders Equity:                                                                                                                                                       |  |                          |         |                  |   |        
|Preferred stock, Series A, 5% noncumulative, no par value; 1,000,000 shares authorized and unissued                                                                         |  | $                        | 0       |                  | $ | 0      
|Common stock, $1 par value, 20,000,000 shares authorized June 30, 2004, 4,890,423 shares issued and outstanding; December 31, 2003, 4,881,084
shares issued and outstanding |  |                          | 4,890   |                  |   | 4,881  
|Capital surplus                                                                                                                                                             |  |                          | 19,338  |                  |   | 19,328 
|Retained earnings                                                                                                                                                           |  |                          | 17,224  |                  |   | 14,400 
|Accumulated other comprehensive income                                                                                                                                      |  |                          | 14      |                  |   | 268    
|                                                                                                                                                                            |  |                          |         |                  |   |        
|Total shareholders equity                                                                                                                                                  |  |                          | 41,466  |                  |   | 38,877 
|                                                                                                                                                                            |  |                         
|                                                                                                                                                                            |  | $                        | 542,820 |                  | $ | 462,899
|                                                                                                                                                                            |  |                          |         |                  |   |        



See Accompanying Notes
to Consolidated Financial Statements



3



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##### Table of Contents

PREMIER COMMUNITY BANKSHARES, INC.

Consolidated Statements of Income

(In Thousands, Except for Share Data)



|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|-------------------------------------------------------- |  | ---------------------------------- | --------- | -------------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                                         |  | (Unaudited)                        |           | (Unaudited)                     
|                                                         |  | For the Three Months EndedJune 30, |           | For the Six Months EndedJune 30,
|                                                         |  | 2004                               |           | 2003                             |   | 2004      |  | 2003
|Interest and dividend income:                            |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Interest and fees on loans                               |  | $                                  | 7,177     |                                  | $ | 6,256     |  | $    | 13,999    |  | $ | 12,161   
|Interest on investment securities:                       |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Nontaxable                                               |  |                                    | 47        |                                  |   | 55        |  |      | 94        |  |   | 111      
|Taxable                                                  |  |                                    | 71        |                                  |   | 79        |  |      | 141       |  |   | 166      
|Interest and dividends on securities available for sale: |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Nontaxable                                               |  |                                    | 68        |                                  |   | 58        |  |      | 134       |  |   | 99       
|Taxable                                                  |  |                                    | 79        |                                  |   | 79        |  |      | 159       |  |   | 165      
|Dividends                                                |  |                                    | 27        |                                  |   | 27        |  |      | 41        |  |   | 37       
|Interest on deposits in banks                            |  |                                    | 0         |                                  |   | 0         |  |      | 1         |  |   | 3        
|Interest on federal funds sold                           |  |                                    | 25        |                                  |   | 58        |  |      | 75        |  |   | 120      
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Total interest and dividend income                       |  | $                                  | 7,494     |                                  | $ | 6,612     |  | $    | 14,644    |  | $ | 12,862   
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Interest expense:                                        |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Interest on deposits                                     |  | $                                  | 1,839     |                                  | $ | 1,917     |  | $    | 3,623     |  | $ | 3,902    
|Interest on capital lease obligations                    |  |                                    | 3         |                                  |   | 4         |  |      | 7         |  |   | 8        
|Interest on borrowings                                   |  |                                    | 269       |                                  |   | 178       |  |      | 517       |  |   | 339      
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Total interest expense                                   |  | $                                  | 2,111     |                                  | $ | 2,099     |  | $    | 4,147     |  | $ | 4,249    
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Net interest income                                      |  | $                                  | 5,383     |                                  | $ | 4,513     |  | $    | 10,497    |  | $ | 8,613    
|Provision for loan losses                                |  |                                    | 316       |                                  |   | 250       |  |      | 745       |  |   | 490      
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Net interest income after prov. for loan losses          |  | $                                  | 5,067     |                                  | $ | 4,263     |  | $    | 9,752     |  | $ | 8,123    
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Noninterest income:                                      |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Service charges on deposit accounts                      |  | $                                  | 809       |                                  | $ | 731       |  | $    | 1,530     |  | $ | 1,093    
|Commissions and fees                                     |  |                                    | 228       |                                  |   | 251       |  |      | 375       |  |   | 445      
|Other                                                    |  |                                    | 135       |                                  |   | 77        |  |      | 302       |  |   | 123      
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Total noninterest income                                 |  | $                                  | 1,172     |                                  | $ | 1,059     |  | $    | 2,207     |  | $ | 1,661    
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Noninterest expense:                                     |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Salaries and employee benefits                           |  | $                                  | 2,166     |                                  | $ | 1,627     |  | $    | 4,170     |  | $ | 3,124    
|Net occupancy expense of premises                        |  |                                    | 228       |                                  |   | 146       |  |      | 436       |  |   | 304      
|Furniture and equipment                                  |  |                                    | 272       |                                  |   | 163       |  |      | 507       |  |   | 381      
|Other                                                    |  |                                    | 1,381     |                                  |   | 1,281     |  |      | 2,715     |  |   | 2,219    
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Total noninterest expenses                               |  | $                                  | 4,047     |                                  | $ | 3,217     |  | $    | 7,828     |  | $ | 6,028    
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Income before income taxes                               |  | $                                  | 2,192     |                                  | $ | 2,105     |  | $    | 4,131     |  | $ | 3,756    
|                                                         |  |                                    |           |                                 
|Provision for income taxes                               |  |                                    | 689       |                                  |   | 659       |  |      | 1,307     |  |   | 1,206    
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Net income                                               |  | $                                  | 1,503     |                                  | $ | 1,446     |  | $    | 2,824     |  | $ | 2,550    
|                                                         |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Average shares:                                          |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Basic                                                    |  |                                    | 4,887,088 |                                  |   | 4,562,584 |  |      | 4,885,455 |  |   | 4,561,692
|Assuming dilution                                        |  |                                    | 5,048,158 |                                  |   | 4,694,407 |  |      | 5,046,932 |  |   | 4,687,603
|                                                         |  |                                    |           |                                 
|Earnings per common share:                               |  |                                    |           |                                  |   |           |  |      |           |  |   |          
|Basic                                                    |  | $                                  | 0.31      |                                  | $ | 0.32      |  | $    | 0.58      |  | $ | 0.56     
|Assuming dilution                                        |  |                                    | 0.30      |                                  |   | 0.31      |  |      | 0.56      |  |   | 0.54     



See Accompanying Notes
to Consolidated Financial Statements



4



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##### Table of Contents

PREMIER COMMUNITY BANKSHARES, INC.

Consolidated Statements of Changes in Shareholders Equity

For the Six Months Ended June 30, 2004 and 2003

(In Thousands, Except for Share Data)

(Unaudited)



|                                                                                              |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  |   |       |  |   |       
|--------------------------------------------------------------------------------------------- |  | ----------- | ----- | -------------- | - | ---------------- |  | ----------------------------------- | ------ | ------------------- | - | ------------------------ |  | - | ----- |  | - | ------
|                                                                                              |  | CommonStock |       | CapitalSurplus |   | RetainedEarnings |  | AccumulatedOtherComprehensiveIncome |        | ComprehensiveIncome |   | TotalShareholdersEquity
|Balance December 31, 2002                                                                     |  | $           | 4,555 |                | $ | 14,977           |  | $                                   | 10,023 |                     | $ | 269                      |  |   |       |  | $ | 29,824
|                                                                                              |  |             |       |                |   |                 
|Comprehensive Income                                                                          |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  |   |       |  |   |       
|Net income                                                                                    |  |             |       |                |   |                  |  |                                     | 2,550  |                     |   |                          |  |   | 2,550 |  |   | 2,550 
|Other Comprehensive Income, unrealized gain on available for sale securities (net of tax $86) |  |             |       |                |   |                  |  |                                     |        |                     |   | 169                      |  |   | 169   |  |   | 169   
|                                                                                              |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  |   |       |  |   |       
|Total comprehensive income                                                                    |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  | $ | 2,719 |  |   |       
|                                                                                              |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  |   |       |  |   |       
|Issuance of common stock-                                                                     |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  |   |       |  |   |       
|exercise of stock options (7,100 shares)                                                      |  |             | 7     |                |   | 43               |  |                                     |        |                     |   |                          |  |   |       |  |   | 50    
|                                                                                              |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  |   |       |  |   |       
|Balances  June 30, 2003                                                                      |  | $           | 4,562 |                | $ | 15,020           |  | $                                   | 12,573 |                     | $ | 438                      |  |   |       |  | $ | 32,593
|                                                                                              |  |             |       |                |   |                  |  |                                     |        |                     |   |                          |  |   |       |  |   |       



|                                                                                                      |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ----------- | ----- | - | -------------- | - | ------ | ---------------- |  | ----------------------------------- | ------ |  | ------------------- | ---- | - | ------------------------ | - | ----- | - |  | - | ------ | -
|                                                                                                      |  | CommonStock |       |   | CapitalSurplus |   |        | RetainedEarnings |  | AccumulatedOtherComprehensiveIncome |        |  | ComprehensiveIncome |      |   | TotalShareholdersEquity |  
|Balance December 31, 2003                                                                             |  | $           | 4,881 |   |                | $ | 19,328 |                  |  | $                                   | 14,400 |  | $                   | 268  |   |                          |   |       |   |  | $ | 38,877 |  
|                                                                                                      |  |             |       |   |                |  
|Comprehensive Income                                                                                  |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  
|Net income                                                                                            |  |             |       |   |                |   |        |                  |  |                                     | 2,824  |  |                     |      |   |                          | $ | 2,824 |   |  |   | 2,824  |  
|                                                                                                      |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  
|Other Comprehensive Income (Loss), unrealized loss on available for sale securities (net of tax $132) |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     | (254 | ) |                          |   | (254  | ) |  |   | (254   | )
|                                                                                                      |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  
|Total comprehensive income                                                                            |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          | $ | 2,570 |   |  |   |        |  
|                                                                                                      |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  
|Issuance of common stock-                                                                             |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  
|exercise of stock options (12,650 shares)                                                             |  |             | 12    |   |                |   | 65     |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   | 77     |  
|exercise of cashless options (3,261 shares)                                                           |  |             | (3    | ) |                |   | (55    | )                |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   | (58    | )
|                                                                                                      |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  
|Balances  June 30, 2004                                                                              |  | $           | 4,890 |   |                | $ | 19,338 |                  |  | $                                   | 17,224 |  | $                   | 14   |   |                          |   |       |   |  | $ | 41,466 |  
|                                                                                                      |  |             |       |   |                |   |        |                  |  |                                     |        |  |                     |      |   |                          |   |       |   |  |   |        |  



See Accompanying Notes
to Consolidated Financial Statements



5



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##### Table of Contents

PREMIER COMMUNITY BANKSHARES, INC.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2004 and 2003

(In Thousands)

(Unaudited)



|                                                                                  |  |      |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | 2004 |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |      |         |   |      |   |         |  
|Net income                                                                        |  | $    | 2,824   |   |      | $ | 2,550   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |         |   |      |   |         |  
|Depreciation and amortization                                                     |  |      | 513     |   |      |   | 416     |  
|Net amortization and (accretion) on securities                                    |  |      | 23      |   |      |   | 7       |  
|Provision for loan loss                                                           |  |      | 745     |   |      |   | 490     |  
|Gain on sale of other real estate                                                 |  |      | (7      | ) |      |   |        |  
|Changes in assets and liabilities:                                                |  |      |         |   |      |   |         |  
|(Increase) in other assets                                                        |  |      | (2,053  | ) |      |   | (55     | )
|(Increase) in accrued interest receivable                                         |  |      | (22     | ) |      |   | (17     | )
|Increase in accounts payable and accrued expenses                                 |  |      | 592     |   |      |   | 585     |  
|Increase (Decrease) in interest expense payable                                   |  |      | 11      |   |      |   | (9      | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  | $    | 2,626   |   |      | $ | 3,967   |  
|                                                                                  |  |      |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |      |         |   |      |   |         |  
|Proceeds from maturities, calls and principal payments                            |  |      |         |   |      |   |         |  
|on securities held to maturity                                                    |  | $    | 150     |   |      | $ | 1,069   |  
|Proceeds from maturities, calls and principal payments                            |  |      |         |   |      |   |         |  
|on securities available for sale                                                  |  |      | 1,213   |   |      |   | 3,732   |  
|Purchase of securities available for sale                                         |  |      | (3,433  | ) |      |   | (2,341  | )
|Purchase of securities held to maturity                                           |  |      |        |   |      |   | (1,806  | )
|Net (increase) in loans                                                           |  |      | (63,359 | ) |      |   | (37,732 | )
|Purchase of bank premises and equipment                                           |  |      | (1,274  | ) |      |   | (1,953  | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash used in investing activities                                             |  | $    | (66,703 | ) |      | $ | (39,031 | )
|                                                                                  |  |      |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |      |         |   |      |   |         |  
|Net increase in interest bearing deposits                                         |  | $    | 45,474  |   |      | $ | 29,608  |  
|Net increase in non interest bearing deposits                                     |  |      | 12,146  |   |      |   | 3,502   |  
|Net increase in borrowings                                                        |  |      | 19,992  |   |      |   | 1,996   |  
|Principal payments on capital lease obligation                                    |  |      | (5      | ) |      |   | (4      | )
|Cash dividends paid                                                               |  |      | (879    | ) |      |   | (683    | )
|Net Proceeds from issuance of common stock                                        |  |      | 19      |   |      |   | 50      |  
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash provided by financing activities                                         |  | $    | 76,747  |   |      | $ | 34,469  |  
|                                                                                  |  |      |         |   |      |   |         |  
|Increase (decrease) in cash and cash equivalents                                  |  | $    | 12,670  |   |      | $ | (595    | )
|Beginning                                                                         |  |      | 39,503  |   |      |   | 43,785  |  
|                                                                                  |  |      |         |   |      |   |         |  
|Ending                                                                            |  | $    | 52,173  |   |      | $ | 43,190  |  
|                                                                                  |  |      |         |   |      |   |         |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                 |  |      |         |   |      |   |         |  
|                                                                                  |  |     
|Cash payments for:                                                                |  |      |         |   |      |   |         |  
|Interest                                                                          |  | $    | 4,136   |   |      | $ | 4,264   |  
|                                                                                  |  |      |         |   |      |   |         |  
|Income taxes                                                                      |  | $    | 1,154   |   |      | $ | 1,206   |  
|                                                                                  |  |      |         |   |      |   |         |  
|Change in unrealized gain on securities available for sale                        |  | $    | (386    | ) |      | $ | 255     |  
|                                                                                  |  |      |         |   |      |   |         |  



See Accompanying Notes
to Consolidated Financial Statements



6



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##### Table of Contents

PREMIER COMMUNITY BANKSHARES, INC.



Notes to Consolidated Financial Statements

(Unaudited)



Note 1. Accounting Policies



General



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 position of Premier Community
Bankshares, Inc. (Premier or the Corporation) at June 30, 2004 and December 31, 2003, and the results of operations and cash flows for the six months ended June 30, 2004 and 2003. The statements should be read in conjunction
with the Notes to the Consolidated Financial Statements included in Premiers Annual Report on Form 10-K for the year ended December 31, 2003.



Stock Compensation Plan



The Corporation accounts for the plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued toEmployees, and related Interpretations. No stock-based
compensation cost is reflected in net income, as all options granted under the plan have an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and
earnings per share if the Corporation had applied the fair value recognition provision of FASB Statement No. 123, Accounting for Stock-BasedCompensation, to stock-based compensation (dollars in thousands except per share amounts):



|                                                                                                |  |                          |       |   |      |   |       |  
|----------------------------------------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | -
|                                                                                                |  | Six Months EndedJune 30, |      
|                                                                                                |  | 2004                     |       |   | 2003 |  
|                                                                                                |  | In Thousands             |      
|Net Income, as reported                                                                         |  | $                        | 2,824 |   |      | $ | 2,550 |  
|Total stock-based compensation expense determined under fair value based method for all rewards |  |                          | (78   | ) |      |   | (58   | )
|                                                                                                |  |                          |       |   |      |   |       |  
|Pro forma net income                                                                            |  | $                        | 2,746 |   |      | $ | 2,492 |  
|                                                                                                |  |                          |       |   |      |   |       |  
|Basic earnings per share                                                                        |  |                          |       |   |      |   |       |  
|As reported                                                                                     |  | $                        | 0.58  |   |      | $ | 0.56  |  
|                                                                                                |  |                          |       |   |      |   |       |  
|Pro forma                                                                                       |  | $                        | 0.56  |   |      | $ | 0.55  |  
|                                                                                                |  |                          |       |   |      |   |       |  
|Diluted earnings per share                                                                      |  |                          |       |   |      |   |       |  
|As reported                                                                                     |  | $                        | 0.56  |   |      | $ | 0.54  |  
|                                                                                                |  |                          |       |   |      |   |       |  
|Pro forma                                                                                       |  | $                        | 0.54  |   |      | $ | 0.53  |  
|                                                                                                |  |                          |       |   |      |   |       |  



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##### Table of Contents

Note 2. Results of Operations



The results of operations for the three-month and six-month periods ended June 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the
full year.



Note 3. Securities



The amortized cost and fair values of the securities held to maturity as of June 30, 2004,
were as follows:



|                                                |  |                              |       |                      |   |                         |  |   |           |   |  |   |      
|----------------------------------------------- |  | ---------------------------- | ----- | -------------------- | - | ----------------------- |  | - | --------- | - |  | - | -----
|                                                |  | AmortizedCost                |       | GrossUnrealizedGains |   | GrossUnrealized(Losses) |  |   | FairValue
|                                                |  | June 30, 2004 (In Thousands)
|U.S. Government and federal agencies            |  | $                            | 897   |                      | $ | 0                       |  | $ | (19       | ) |  | $ | 878  
|Obligations of state and political subdivisions |  |                              | 4,565 |                      |   | 39                      |  |   | (250      | ) |  |   | 4,354
|Mortgage-backed securities                      |  |                              | 0     |                      |   | 0                       |  |   | 0         |   |  |   | 0    
|Other                                           |  |                              | 2,741 |                      |   | 0                       |  |   | (115      | ) |  |   | 2,626
|                                                |  |                              |       |                      |   |                         |  |   |           |   |  |   |      
|                                                |  | $                            | 8,203 |                      | $ | 39                      |  | $ | (384      | ) |  | $ | 7,858
|                                                |  |                              |       |                      |   |                         |  |   |           |   |  |   |      



Securities available for sale as of
June 30, 2004 were as follows:



|                                                |  |                              |        |                      |   |                         |  |   |           |   |  |   |       
|----------------------------------------------- |  | ---------------------------- | ------ | -------------------- | - | ----------------------- |  | - | --------- | - |  | - | ------
|                                                |  | AmortizedCost                |        | GrossUnrealizedGains |   | GrossUnrealized(Losses) |  |   | FairValue
|                                                |  | June 30, 2004 (In Thousands)
|U.S. Government and federal agencies            |  | $                            | 7,745  |                      | $ | 33                      |  | $ | 0         |   |  | $ | 7,778 
|Obligations of state and political subdivisions |  |                              | 6,680  |                      |   | 0                       |  |   | (51       | ) |  |   | 6,629 
|Corporate bonds                                 |  |                              | 250    |                      |   | 31                      |  |   | 0         |   |  |   | 281   
|Mortgage-backed securities                      |  |                              | 441    |                      |   | 8                       |  |   | (1        | ) |  |   | 448   
|Restricted securities                           |  |                              | 2,373  |                      |   | 0                       |  |   | 0         |   |  |   | 2,373 
|                                                |  |                              |        |                      |   |                         |  |   |           |   |  |   |       
|                                                |  | $                            | 17,489 |                      | $ | 72                      |  | $ | (52       | ) |  | $ | 17,509
|                                                |  |                              |        |                      |   |                         |  |   |           |   |  |   |       



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##### Table of Contents

Note 4. Loans.



The consolidated loan portfolio was composed of the following at the dates indicated:



|                                                           |  |                |         |                  |   |        
|---------------------------------------------------------- |  | -------------- | ------- | ---------------- | - | -------
|                                                           |  | June 30, 2004  |         | December 31,2003
|                                                           |  | (In Thousands)
|Loans secured by real estate:                              |  |                |         |                  |   |        
|Construction and land development                          |  |                | 85,680  |                  |   | 66,501 
|Secured by farmland                                        |  |                | 4,292   |                  |   | 4,890  
|Secured by 1-4 family residential                          |  |                | 118,693 |                  |   | 101,548
|Multi-family residential                                   |  |                | 18,307  |                  |   | 15,432 
|Nonfarm, nonresidential                                    |  |                | 130,107 |                  |   | 120,675
|Loans to farmers (except those secured by real estate)     |  |                | 919     |                  |   | 197    
|Commercial loans (except those secured by real estate)     |  |                | 60,612  |                  |   | 49,735 
|Loans to individuals (except those secured by real estate) |  |                | 28,169  |                  |   | 23,296 
|All other loans                                            |  |                | 3,080   |                  |   | 4,289  
|                                                           |  |                |         |                  |   |        
|Total loans                                                |  | $              | 449,859 |                  | $ | 386,563
|                                                           |  |               
|Allowance for loan losses                                  |  |                | 4,786   |                  |   | 4,104  
|                                                           |  |                |         |                  |   |        
|Loans, net                                                 |  | $              | 445,073 |                  | $ | 382,459
|                                                           |  |                |         |                  |   |        



Impaired loans totaled $1.8 million at
June 30, 2004 and $2.4 million at December 31, 2003. Non-accrual loans excluded from impaired loans disclosure under FASB 114 amounted to $135 thousand at June 30, 2004. There were no non-accrual loans excluded from impaired loans disclosure under
FASB 114 at December 31, 2003.



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##### Table of Contents

Note 5. Reserve for Loan Losses.



The Corporation maintains the allowance for loan losses at a sufficient level to provide for potential losses in the loan portfolio. Loan
losses are charged directly to the allowance when they occur, while recoveries are credited to the allowance. The adequacy of the provision for loan losses is reviewed periodically by management through consideration of several factors including
changes in the character and size of the loan portfolio and related loan experience, a review and examination of overall loan quality which includes the assessment of problem loans and an analysis of anticipated economic condition in the market
area. An analysis of the allowance for loan losses, including charge-off activity, is presented below for the six months ended June 30, 2004 and 2003.



|                                       |  |          |       |      |   |      
|-------------------------------------- |  | -------- | ----- | ---- | - | -----
|                                       |  | June 30,
|(In thousands)                         |  | 2004     |       | 2003
|Balance, beginning of period           |  | $        | 4,104 |      | $ | 3,340
|Less Charge-offs:                     |  |          |       |      |   |      
|Commercial                             |  |          | 0     |      |   | 27   
|Real estate-mortgage                   |  |          | 10    |      |   | 0    
|Real estate-construction               |  |          | 0     |      |   | 0    
|Credit Cards                           |  |          | 15    |      |   | 10   
|Consumer installment loans             |  |          | 106   |      |   | 64   
|                                       |  |          |       |      |   |      
|Total                                  |  | $        | 131   |      | $ | 101  
|                                       |  |         
|Plus Recoveries:                       |  |          |       |      |   |      
|Commercial                             |  | $        | 0     |      | $ | 3    
|Real estate-mortgage                   |  |          | 0     |      |   | 0    
|Real estate-construction               |  |          | 0     |      |   | 0    
|Credit Cards                           |  |          | 5     |      |   | 1    
|Consumer installment loans             |  |          | 63    |      |   | 31   
|                                       |  |          |       |      |   |      
|Total                                  |  | $        | 68    |      | $ | 35   
|                                       |  |         
|Additions charged to operating expense |  | $        | 745   |      | $ | 490  
|                                       |  |         
|Balance, end of period                 |  | $        | 4,786 |      | $ | 3,764
|                                       |  |          |       |      |   |      



The following is a summary of
information pertaining to risk elements and impaired loans for the periods ended June 30, 2004 and December 31, 2003.



|                                                           |  |                |     |                  |   |      
|---------------------------------------------------------- |  | -------------- | --- | ---------------- | - | -----
|                                                           |  | June 30,2004   |     | December 31,2003
|                                                           |  | (In Thousands)
|Non-accrual loans                                          |  | $              | 259 |                  | $ | 497  
|Loans past due 90 days or more and still accruing interest |  |                | 678 |                  |   | 946  
|Restructured loans                                         |  |                | 0   |                  |   | 0    
|                                                           |  |                |     |                  |   |      
|                                                           |  | $              | 937 |                  | $ | 1,443
|                                                           |  |                |     |                  |   |      



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The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent
unless the credit is wellsecured and in process of collection. Loans are placed on non-accrual at an earlier date or charged off if collection of principal or interest is considered doubtful.



All interest accrued but not collected for loans that are placed on non-accrual or charged
off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest
amounts contractually due are brought current and future payments are reasonably assured.



Note 6. Earnings Per Share



|                               |  |                           |  |               |      |        |           |        |   |     
|------------------------------ |  | ------------------------- |  | ------------- | ---- | ------ | --------- | ------ | - | ----
|                               |  | For the Six Months Ended:
|                               |  | June 30, 2004             |  | June 30, 2003
|                               |  | Shares                    |  | Amount        |      | Shares |           | Amount
|Basic earnings per share       |  | 4,885,455                 |  | $             | 0.58 |        | 4,561,692 |        | $ | 0.56
|                               |  |                           |  |              
|Effect of dilutive securities: |  |                           |  |               |      |        |           |        |   |     
|Stock options                  |  | 161,477                   |  |               |      |        | 125,911   |        |   |     
|                               |  |                           |  |              
|Diluted earnings per share     |  | 5,046,932                 |  | $             | 0.56 |        | 4,687,603 |        | $ | 0.54



Note 7. Other Expenses



The Corporation and its subsidiaries had the following other expenses for the six months
ended June 30, 2004 and 2003.



|                               |  |                |       |      |   |      
|------------------------------ |  | -------------- | ----- | ---- | - | -----
|                               |  | 2004           |       | 2003
|                               |  | (In Thousands)
|Advertising                    |  | $              | 264   |      | $ | 290  
|ATM Expense                    |  |                | 185   |      |   | 150  
|Directors Fees                |  |                | 184   |      |   | 158  
|Postage Expense                |  |                | 141   |      |   | 143  
|Stationery and Supplies        |  |                | 207   |      |   | 278  
|Other (no item >1% of revenue) |  |                | 1,734 |      |   | 1,200
|                               |  |                |       |      |   |      
|                               |  | $              | 2,715 |      | $ | 2,219
|                               |  |                |       |      |   |      



Note 8. Recent Accounting
Pronouncements



There were no new accounting pronouncements in the second
quarter of 2004 that had an impact on the Corporation.



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##### Table of Contents

Item 2. MANAG
EMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Financial Summary



General



Premier Community Bankshares, Inc. (Premier or the Corporation)
is a Virginia multi-bank holding company headquartered in Winchester, Virginia. The Corporation owns The Marathon Bank and Rockingham Heritage Bank and its subsidiary, RHB Services, Inc. The consolidated financial statements include the accounts of
Premier and its wholly-owned subsidiaries. All significant inter-company accounts have been eliminated.



The Corporation and its subsidiaries, The Marathon Bank and Rockingham Heritage Bank, are engaged in the business of offering banking services to the general public. Premier offers checking accounts, savings and time
deposits, and commercial, real estate, personal, home improvement, automobile and other installment and term loans. The Corporation also offers financial services, travelers checks, safe deposit boxes, collection, notary public and other customary
bank services (with the exception of trust services) to its customers. The three principal types of loans made by Premier are: (1) commercial and industrial loans; (2) real estate loans; and (3) loans to individuals for household, family and other
consumer expenditures.



The Corporation intends to organize a third bank in
West Virginia, which will be named Premier Bank. The Corporation plans to locate Premier Banks headquarters in Martinsburg and its initial branch office in Shepherdstown in West Virginia. State regulatory approvals to operate Premier Bank and
FDIC approval have been received. Because of the slower than anticipated approvals from the planning commissions in Jefferson and Berkeley counties, construction of the two banking offices has been delayed. Therefore, the opening date of Premier
Bank is projected to be the first quarter of 2005, rather than the originally anticipated fourth quarter of 2004. Premier Bank will offer a wide variety of deposits and loans, including residential loans, commercial loans and commercial construction
and development loans. The Corporation currently operates a loan production office in Martinsburg, until the new bank is fully operational.



Critical Accounting Policies



General



The financial condition and results of operations presented in the consolidated financial statements, the accompanying notes to the consolidated financial statements and this section are, to a large degree, dependent
upon our accounting policies. The selection and application of these accounting policies involve judgments, estimates, and uncertainties that are susceptible to change. We discuss below those accounting policies that we believe are the most
important to the portrayal and understanding of our financial condition and results of operations. These critical accounting policies require our most difficult, subjective and complex judgments about matters that are inherently uncertain. In the
event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.



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##### Table of Contents

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) SFAS 5, Accounting for Contingences, which requires that losses be accrued when they are probable of occurring and estimatable, and (ii) SFAS 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.



Premiers allowance for loan losses is determined by evaluating its loan portfolio on a monthly basis. Particular attention is paid to
individual loan performance, collateral values, borrower financial condition and overall economic conditions. The evaluation includes a close review of the internal watch list and other non-performing loans. Management uses three steps in
calculating the balance of the reserve. The first step is the specific classification which examines problem loans and applies a weight factor to each category. The weight factor is based upon historical data and the loans within each category are
reviewed on a monthly basis to determine changes in their status. The second step applies a predetermined rate against total loans with unspecified reserves. Again, this rate is based upon experience and can change over time. The third step is an
unallocated allowance which is determined by economic events and conditions that may have a real, but as yet undetermined, impact upon the portfolio. Each of these steps is based on data that can be subjective and the actual losses may be greater or
less than the amount of the allowance. However, management feels that the allowance represents a reasonable assessment of the risk imbedded in the portfolio.



Net Income



Net income for the quarter ending June 30, 2004 was $1.5 million compared to $1.4 million for the same period in 2003. This is an increase of $57 thousand or 3.9% over
the same period in 2003. The provision for income tax expense increased $30 thousand from $659 thousand in 2003 to $689 thousand in 2004. The annualized return on assets was 1.17% for the second quarter of 2004 as compared to 1.37% for the same
period of 2003. Annualized return on equity was 14.81% and 18.25% for the second quarters of 2004 and 2003, respectively.



Net income for the six months ending June 30, 2004 was $2.8 million compared to $2.6 million for the same period in 2003. This is an increase of $274 thousand or 10.7%
over the same period in 2003. The provision for income tax expense increased $101 thousand from $1.2 million in 2003 to $1.3 million in 2004. The annualized return on assets was 1.15% for the first six months of 2004 as compared to 1.25% for the
same period in 2003. For the first half of 2004 the annualized return on equity was 14.09% compared to 16.52% for the same period in 2003.



Total Assets



Total assets of Premier increased to $542.8 million at June 30, 2004 compared to $462.9 million at December 31, 2003 representing an increase of $79.9 million or 17.3%.
Total loans at June 30, 2004, were $449.9 million of which $357.1 million were loans secured by real estate. The remaining loans consisted of $60.6 million in commercial loans, $28.2 million in consumer installment loans and $4.0 million in all
other loans. Net loans at June 30, 2004, were $445.1 million, an increase of $62.6 million or 16.4%



13



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##### Table of Contents

from the December 31, 2003 balance of $382.5 million. The loan to deposit ratio was 98.9% as of June 30, 2004 and 97.3%
as of December 31, 2003. Steady loan demand in an expanding market generated the loan growth experienced for the first six months of 2004.



The investment portfolio increased 6.9% to $25.7 million at June 30, 2004 compared to $24.1 million at December 31, 2003. Federal funds sold increased $9.5 million to
$26.4 million at June 30, 2004 compared to $16.9 million at December 31, 2003. Total interest earning assets increased $74.0 million or 17.30% from December 31, 2003 to June 30, 2004. This increase was primarily the result of the increase in
outstanding loan balances.



Allowance for Loan Losses



We maintain the allowance for loan losses at a sufficient level to provide for potential
losses in the loan portfolio. Loan losses are charged directly to the allowance when they occur, while recoveries are credited to the allowance. Specific reserves by loan type are established based on overall historical losses, anticipated losses,
and inherit risk. Additionally, specific reserves for individual loans are established depending on the severity of the potential loss. Loans are individually reserved once classified as a watch item by management. A higher percentage of
the loan is reserved for individual loans with a more severe classification. The adequacy of the provision for loan losses is reviewed regularly by management through consideration of several factors including changes in character and size of the
loan portfolio and related loan loss experience, a review and examination of overall loan quality which includes the identification and assessment of problem loans and an analysis of anticipated economic conditions in the market area.



The allowance for loan losses, as of June 30, 2004, was $4.8 million. This is an increase of
$682 thousand or 16.6% from December 31, 2003. This gives the Corporation a 1.06% allowance for loan losses to total loans. Management has completed an analysis on the reserve and believes the reserve is adequate.



Liabilities



Total deposits increased to $455.0 million at June 30, 2004, from a balance of $397.3 million at December 31, 2003, which is an increase of
$57.6 million or 14.5%. Non-interest bearing deposits have increased to $73.3 million as of June 30, 2004, an increase of $12.1 million or 19.9% from the amount at December 31, 2003. During this period interest bearing checking and savings accounts
increased $11.0 million or 8.4% to $141.3 million. The balance in time deposits was $240.4 million at the end of the second quarter reflecting an increase of $34.5 million or 16.8% over the amount at the end of the year. As of June 30, 2004
non-interest bearing deposits represented 16.1% of total deposits as compared to 15.4% at year-end 2003. Low cost interest-bearing deposits including savings and interest bearing checking were 31.1% of total deposits. Time deposits represented 52.8%
of total deposits at June 30, 2004, up slightly from 51.8% at year-end. The increase in time deposits is the result of Premiers ability to offer competitive rates in its market area.



Shareholders Equity



Total equity has increased by $2.6 million or 6.7% since December 31, 2003. The increase was
due to a $2.8 million net profit for the first six months plus exercised stock options of $19 thousand and a decrease of $254 thousand in accumulated other comprehensive income. The primary capital to assets ratio is 7.6%.



14



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##### Table of Contents

Interest Income



Interest income totaled $14.6 million for the six months ended June 30, 2004, $1.8 million or 13.9% higher than the amount for the six months ended June 30, 2003.
Interest and fees on loans of $14.0 million comprise the vast majority of interest income. Interest income from investment securities was $569 thousand for the first six months of 2004, a decrease of $9 thousand or 1.6% from the same period 2003.
Interest income on federal funds, the third major component of the Corporations investments, decreased $45 thousand or 37.5%. The decline in interest earned on federal funds balance was the result of decreased fed funds balances earlier in the
six-month period.



Interest Expense



Total interest expense for the six months ended June 30, 2004 was $4.1 million, $102
thousand or 2.4% lower than the amount for the six months ended June 30, 2003. Interest on deposits for the six-month period decreased by $279 thousand or 7.2% over the same period in 2003. Interest on borrowings increased by $178 thousand or 52.5%
over the same period last year.



Net Interest Income



Net interest income for the six months ended June 30, 2004 was $10.5 million, $1.9 million
or 21.9% higher than the amount for the six months ended June 30, 2003. This increase is the result of the growth in earning assets of $111.3 million from June 2003. The combination of growth and rate changes had the effect of increasing the net
interest margin to 4.68% for the six months ended June 30, 2004 from 4.66% for the same period of 2003. Premier is liability sensitive for interest bearing balances repricing or maturing within one year.



Noninterest Income



Total noninterest income for the six months ended June 30, 2004 was $2.2 million, an increase of $546 thousand or 32.9% over the 2003 amount
of $1.7 million. This was the result of service charges and fees for overdraft charges, check fees and ATM fees due to an increasing number of customer accounts and the addition of an overdraft protection program.



Noninterest Expense



Total noninterest expense for the six months ended June 30, 2004 was $7.8 million, $1.8 million or 29.9% higher than the amount for the six
months ended June 30, 2003. Salary expense increased $1.0 million or 33.5%, and other expense increased by $496 thousand over the same period in 2003. The net increase in other expenses is in part a result of additional staffing to handle the growth
of the subsidiary banks and the costs involved in processing an increasing number of accounts and transactions. As a result of these increases, the Corporations efficiency ratio was 61.06% through June 30, 2004 compared to 58.26% for the same
period in 2003.



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##### Table of Contents

Liquidity



Premiers liquidity requirements are measured by the need to meet deposit withdrawals, fund loans, meet reserve requirements and maintain cash levels necessary for
daily operations. To meet liquidity requirements, Premier maintains cash reserves and has an adequate flow of funds from maturing loans, securities, and short-term investments. In addition, Premiers subsidiary banks have the ability to borrow
additional funds from various sources. Short-term borrowings are available from federal funds facilities at correspondent banks and from the discount window of the Federal Reserve Bank. Borrowings are available from the Federal Home Loan Bank. The
Corporation considers its sources of liquidity to be ample to meet its estimated needs.



Capital Resources



The Corporations risk-based capital
position at June 30, 2004 was $54.5 million, or 12.23% of risk-weighted assets for Tier I capital, and $59.2 million, or 13.31% for total risk based capital. Tier I capital consists primarily of common shareholders equity and Trust Preferred
Capital Notes. Total risk-based capital includes the allowance for loan losses in addition to Tier 1 Capital. Risk-weighted assets are determined by assigning various levels of risk to different categories of assets and off-balance sheet items.
Under current risk-based capital standards, all banks are required to have Tier I capital of at least 4% and a total capital ratio of 8%. The Corporations issuance of $7.0 million in Trust Preferred Capital Notes in the fourth quarter of 2001
and an additional issuance of $6.0 million in the third quarter of 2003 are included in the Tier 1 capital base, and will serve as a long-term source of funding.



There have been no material changes in off-balance sheet arrangements or contractual obligations that were disclosed in the
Corporations Annual Report on Form 10-K for the year ended December 31, 2003.



Forward-Looking Statements



Certain information contained in
this discussion may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are
generally identified by phrases such as the Corporation expects, the Corporation believes or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to, changes in
general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating
collateral values, problems with technology utilized by the Corporation, changing trends in customer profiles and changes in laws and regulations applicable to the Corporation. Although the Corporation believes that its expectations with respect to
the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Corporation will not differ
materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For additional information on known and unknown risks, see the Caution About Forward Looking Statements section in
the Corporations Annual Report on Form 10-K for the year ended December 31, 2003.



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##### Table of Contents

Item 3. QUANTI
TATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates and equity prices. The Corporations market risk is composed primarily of interest
rate risk. The Corporations Asset and Liability Management Committee (ALCO) is responsible for reviewing the interest rate sensitivity position and establishing policies to monitor and limit exposure to this risk. The Board of Directors
reviews the guidelines established by ALCO.



Interest rate risk is monitored
through the use of three complimentary modeling tools: static gap analysis, earnings simulation modeling and economic value simulation (net present value estimation). Each of these models measure changes in a variety of interest rate scenarios.
While each of the interest rate risk measures has limitations, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Corporation, the distribution of risk along the yield curve, the level of risk
through time, and the amount of exposure to changes in certain interest rate relationships. Static gap which measures aggregate repricing values is less utilized since it does not effectively measure the earnings impact on the Corporation and is not
addressed here. Earnings simulation and economic value models, however, which more effectively reflect the earnings impact, are utilized by management on a regular basis and are explained below.



Earnings Simulation Analysis



Management uses simulation analysis to measure the sensitivity of net income to changes in interest rates. The model calculates an earnings
estimate based on current and projected balances and rates. This method is subject to the accuracy of the assumptions that underlie the process, but it provides a better analysis of the sensitivity of earnings to changes in interest rates than other
analysis such as the static gap analysis.



Assumptions used in the model,
including loan and deposit growth rates, are derived from seasonal trends and managements outlook as are the assumptions used to project the yields and rates for new loans and deposits. All maturities, calls and prepayments in the securities
portfolio are assumed to be reinvested in like instruments. Mortgage loans and mortgage backed securities prepayment assumptions are based on industry estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning. Different
interest rate scenarios and yield curves are used to measure the sensitivity of earnings to changing interest rates. Interest rates on different asset and liability accounts move differently when the prime rate changes and are accounted for in the
different rate scenarios.



The following table represents the interest rate
sensitivity on net interest income for the Corporation using different rate scenarios as of June 30, 2004. There have been no material changes in quantitative and qualitative disclosures about market risk since this information was developed using
June 30, 2004 data.



|                     |  |                                 |  
|-------------------- |  | ------------------------------- | -
|Change in Prime Rate |  | % Change in Net Interest Income |  
|+300 basis points    |  | +11.0                           | %
|+200 basis points    |  | +9.0                            | %
|+100 basis points    |  | +5.3                            | %
|Most Likely          |  | 0                               |  
|-100 basis points    |  | -5.5                            | %
|-200 basis points    |  | -14.2                           | %
|-300 basis points    |  | -27.8                           | %



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##### Table of Contents

Economic Value Simulation



Economic value simulation is used to calculate the estimated fair value of assets and liabilities over different interest rate environments. Economic values are
calculated based on discounted cash flow analysis. The economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in economic value of equity over different rate environments is an indication
of the longer term repricing risk in the balance sheet. The same assumptions are used in the economic value simulation as in the earnings simulation.



The following chart reflects the change in net market value by using June 30, 2004 data over different rate environments with a one-year horizon.



|                     |  |                                                          |         |  
|-------------------- |  | -------------------------------------------------------- | ------- | -
|Change in Prime Rate |  | Change in Economic Value of Equity(dollars in thousands) |        
|+300 basis points    |  | $                                                        | 6,357   |  
|+200 basis points    |  |                                                          | 6,341   |  
|+100 basis points    |  |                                                          | 6,133   |  
|Most Likely          |  |                                                          | 6,163   |  
|-100 basis points    |  |                                                          | 5,266   |  
|-200 basis points    |  |                                                          | 2,003   |  
|-300 basis points    |  |                                                          | (-3,928 | )



Item 4. Co
ntrols and Procedures



The Corporation maintains
disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods required by the Securities and Exchange Commission. As of June 30, 2004, an evaluation of the effectiveness of the design and operation of the Corporations disclosure controls and procedures was
carried out under the supervision and with the participation of management, including the Corporations Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded
that the Corporations disclosure controls and procedures were effective.



The Corporations management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Corporations internal control over financial reporting identified
in connection with the evaluation of it that occurred during the Corporations last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings



None.



Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.



None



Item 3. Defaults upon Senior Securities.



None



Item 4. Submission of Matters to a Vote of Security Holders.



| | (a) | Premier Community Bankshares, Inc. held its Annual Meeting of Shareholders on Tuesday, May 4, 2004 in Harrisonburg, Virginia.
| | --- | -----------------------------------------------------------------------------------------------------------------------------



| | (b) | Not Applicable
| | --- | --------------



| | (c) | At the Annual Meeting, the shareholders were asked to vote on the election of three of the directors of the Company, and to ratify the appointment of the firm Yount, Hyde &
Barbour, P.C. as the independent auditors for the fiscal year ending December 31, 2004.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The votes cast for or withheld for the election of the directors were as follows:



|                   |  |           |  |         
|------------------ |  | --------- |  | --------
|NAME               |  | FOR       |  | WITHHELD
|Walter H. Aikens   |  | 4,129,556 |  | 15,431  
|Meryl G. Kiser     |  | 4,121,929 |  | 23,058  
|Paul R. Yoder, Jr. |  | 4,135,493 |  | 9,494   



The votes cast for,
against or abstain to approve the ratification of Yount, Hyde & Barbour, P.C. as independent auditors for the fiscal year ending December 31, 2004 were as follows:



|                                                  |  |           |  |         |  |        
|------------------------------------------------- |  | --------- |  | ------- |  | -------
|NAME                                              |  | FOR       |  | AGAINST |  | ABSTAIN
|Independent Auditors -Yount, Hyde & Barbour, P.C. |  | 4,096,094 |  | 43,414  |  | 5,479  



| | (d) | Not Applicable
| | --- | --------------



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##### Table of Contents

Item 5. Other Information.



None



Item 6. Exhibits and Reports on Form 8-K.



| | (a) | Exhibits
| | --- | --------



| | 31.1 | Rule 13(a)-14(a) Certification of Chief Executive Officer
| | ---- | ---------------------------------------------------------



| | 31.2 | Rule 13(a)-14(a) Certification of Chief Financial Officer
| | ---- | ---------------------------------------------------------



| | 32.1 | Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
| | ---- | ---------------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K
| | --- | -------------------



On April 15, 2004, the Corporation furnished a Current Report on Form 8-K dated April 14, 2004, that furnished under Item 12 a press release reporting its
financial results for the quarter ended March 31, 2004.



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##### Table of Contents

SIG
NATURES:



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.



|              |  |                                   
|------------- |  | ----------------------------------
|              |  | PREMIER COMMUNITY BANKSHARES, INC.
|              | 
|DATE: 8/11/04 |  | /s/ JOHN K. STEPHENS              
|              |  | JOHN K. STEPHENS                  
|              |  | CHAIRMAN                          
|              | 
|DATE: 8/11/04 |  | /s/ DONALD L. UNGER               
|              |  | DONALD L. UNGER                   
|              |  | PRESIDENT AND CEO                 
|              | 
|DATE: 8/11/04 |  | /s/ FREDERICK A. BOARD            
|              |  | FREDERICK A. BOARD                
|              |  | CHIEF FINANCIAL OFFICER           



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                         
|31.1        |  | Rule 13(a)-14(a) Certification of Chief Executive Officer.                                          
|            | 
|31.2        |  | Rule 13(a)-14(a) Certification of Chief Financial Officer.                                          
|            | 
|32.1        |  | Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.



22