##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-QSB



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For
the Quarterly Period Ended June 30, 2003



Commission File
Number: 33-77568



---



VALLEY FINANCIAL CORPORATION





|VIRGINIA                 |  | 54-1702380                            
|------------------------ |  | --------------------------------------
|(State of Incorporation) |  | (I.R.S. EmployerIdentification Number)



36 Church Avenue,
S.W. Roanoke, Virginia 24011

(Address of principal executive offices)



(540) 342-2265

(Issuers telephone number, including area code)



---



Check whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 ̈



At July 31, 2003, 1,831,476 shares of the issuers common stock, no par
value, were outstanding.



Transitional small business
disclosure format:  Yes ̈No  x.



---



---

##### Table of Contents

VALLEY FINANCIAL CORPORATION

FORM 10-QSB

June 30, 2003



INDEX



|Part I. FINANCIAL INFORMATION                               |  |    
|----------------------------------------------------------- |  | ---
|                                                            | 
|Item 1.
Financial Statements                                |  | 3  
|                                                            | 
|Consolidated Balance Sheets                                 |  | 3  
|                                                            | 
|Consolidated Statements of Income                           |  | 4-5
|                                                            | 
|Consolidated Statements of Cash Flows                       |  | 6  
|                                                            | 
|Notes to Consolidated Financial Statements                  |  | 7  
|                                                            | 
|Item 2.
Managements Discussion and Analysis                |  | 13 
|                                                            | 
|Item 3.
Controls and Procedures                             |  | 28 
|                                                            | 
|Part II. OTHER INFORMATION                                  |  |    
|                                                            | 
|Item 4.
Submission of Matters to a Vote of Security Holders |  | 29 
|                                                            | 
|Item 5.
Other Information                                   |  | 30 
|                                                            | 
|Item 6.
Exhibits and Reports on Form 8-K                    |  | 30 
|                                                            | 
|SIGNATURES                                                  |  | 32 
|                                                            | 
|EXHIBIT INDEX                                               |  | 33 
|                                                            | 
|CERTIFICATIONS                                              |  |    



2



---

##### Table of Contents

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.



VALLEY FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)



|                                                                                                                                                |  | (Unaudited) |         |   |                 |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | --------------- | -
|                                                                                                                                                |  | June 302003 |         |   | December 312002 |  
|Assets                                                                                                                                          |  |             |         |   |                 |  
|Cash and due from banks                                                                                                                         |  | $           | 11,447  |   |                 | $
|Money market investments:                                                                                                                       |  |             |         |   |                 |  
|Federal funds sold                                                                                                                              |  |             | 5,298   |   |                 |  
|Interest-bearing deposits in other banks                                                                                                        |  |             | 168     |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Total money market investments                                                                                                                  |  |             | 5,466   |   |                 |  
|Securities held to maturity (approximate market values of $23,855 at June 30, 2003 and $20,120 at December 31,
2002)                            |  |             | 23,583  |   |                 |  
|Securities available for sale                                                                                                                   |  |             | 31,019  |   |                 |  
|Restricted equity securities                                                                                                                    |  |             | 2,777   |   |                 |  
|Loans:                                                                                                                                          |  |             |         |   |                 |  
|Commercial and industrial loans                                                                                                                 |  |             | 45,006  |   |                 |  
|Commercial real estate loans                                                                                                                    |  |             | 81,379  |   |                 |  
|Real estate construction                                                                                                                        |  |             | 20,241  |   |                 |  
|Residential real estate loans                                                                                                                   |  |             | 27,960  |   |                 |  
|Loans to individuals                                                                                                                            |  |             | 28,067  |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Total loans                                                                                                                                     |  |             | 202,653 |   |                 |  
|Less unearned income                                                                                                                            |  |             | (11     | ) |                 |  
|Less allowance for loan losses                                                                                                                  |  |             | (2,360  | ) |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Net loans                                                                                                                                       |  |             | 200,282 |   |                 |  
|Premises and equipment                                                                                                                          |  |             | 5,132   |   |                 |  
|Bank owned life insurance                                                                                                                       |  |             | 4,508   |   |                 |  
|Accrued interest receivable                                                                                                                     |  |             | 1,141   |   |                 |  
|Other assets                                                                                                                                    |  |             | 1,344   |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Total assets                                                                                                                                    |  | $           | 286,699 |   |                 | $
|                                                                                                                                                |  |             |         |   |                 |  
|Liabilities and Shareholders Equity                                                                                                            |  |             |         |   |                 |  
|Deposits:                                                                                                                                       |  |             |         |   |                 |  
|Non-interest bearing demand deposits                                                                                                            |  | $           | 36,566  |   |                 | $
|Interest bearing demand deposits                                                                                                                |  |             | 12,467  |   |                 |  
|Money market deposits                                                                                                                           |  |             | 24,331  |   |                 |  
|Other savings deposits                                                                                                                          |  |             | 3,917   |   |                 |  
|Certificates of deposits >100,000                                                                                                               |  |             | 37,229  |   |                 |  
|Other time deposits                                                                                                                             |  |             | 93,216  |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Total deposits                                                                                                                                  |  |             | 207,726 |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Short-term borrowings                                                                                                                           |  |             |        |   |                 |  
|Securities sold under agreements to repurchase                                                                                                  |  |             | 6,319   |   |                 |  
|Accrued interest payable                                                                                                                        |  |             | 754     |   |                 |  
|Other liabilities                                                                                                                               |  |             | 300     |   |                 |  
|Trust Preferred Issue                                                                                                                           |  |             | 4,000   |   |                 |  
|Federal Home Loan Bank advances                                                                                                                 |  |             | 47,000  |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Total liabilities                                                                                                                               |  |             | 266,099 |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Commitments and other contingencies                                                                                                             |  |             |         |   |                 |  
|Preferred stock, no par value. Authorized 10,000,000 shares; none issued and outstanding.                                                       |  |             |         |   |                 |  
|Common stock, no par value. Authorized 10,000,000 shares; issued and outstanding 1,831,476 at June 30, 2003 and 1,828,737 at
December 31, 2002. |  |             | 12,382  |   |                 |  
|Accumulated retained earnings                                                                                                                   |  |             | 7,683   |   |                 |  
|Accumulated other comprehensive income                                                                                                          |  |             | 535     |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Total shareholders equity                                                                                                                      |  |             | 20,600  |   |                 |  
|                                                                                                                                                |  |             |         |   |                 |  
|Total liabilities and shareholders equity                                                                                                      |  | $           | 286,699 |   |                 | $
|                                                                                                                                                |  |             |         |   |                 |  



See
accompanying notes to consolidated financial statements.



3



---

##### Table of Contents

VALLEY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except
per share data)



|                                                    |  | For the PeriodJanuary 1, 2003ThroughJune 30, 2003 |       | For the PeriodJanuary 1, 2002ThroughJune 30, 2002
|--------------------------------------------------- |  | ------------------------------------------------- | ----- | -------------------------------------------------
|Interest Income:                                    |  |                                                   |       |                                                  
|Interest and fees on loans                          |  | $                                                 | 6,374 |                                                  
|Interest on money market investments                |  |                                                   | 40    |                                                  
|Interest on securities  taxable                    |  |                                                   | 650   |                                                  
|Interest on securities  nontaxable                 |  |                                                   | 305   |                                                  
|                                                    |  |                                                   |       |                                                  
|Total interest income                               |  |                                                   | 7,369 |                                                  
|                                                    |  |                                                   |       |                                                  
|Interest Expense:                                   |  |                                                   |       |                                                  
|Interest on certificates of deposit > 100,000       |  |                                                   | 475   |                                                  
|Interest on other deposits                          |  |                                                   | 1,450 |                                                  
|Interest on Federal Home Loan Bank advances         |  |                                                   | 810   |                                                  
|Interest on repurchase agreements                   |  |                                                   | 28    |                                                  
|Interest on borrowed funds                          |  |                                                   | 11    |                                                  
|                                                    |  |                                                   |       |                                                  
|Total interest expense                              |  |                                                   | 2,774 |                                                  
|                                                    |  |                                                   |       |                                                  
|Net interest income                                 |  |                                                   | 4,595 |                                                  
|                                                    |  |                                                  
|Provision for loan losses                           |  |                                                   | 356   |                                                  
|                                                    |  |                                                   |       |                                                  
|Net interest income after provision for loan losses |  |                                                   | 4,239 |                                                  
|                                                    |  |                                                   |       |                                                  
|Noninterest income:                                 |  |                                                   |       |                                                  
|Service charges on deposit accounts                 |  |                                                   | 332   |                                                  
|Income earned on bank owned life insurance          |  |                                                   | 132   |                                                  
|Other income on real estate loans                   |  |                                                   | 110   |                                                  
|Other fee income                                    |  |                                                   | 63    |                                                  
|Securities gains                                    |  |                                                   | 7     |                                                  
|                                                    |  |                                                   |       |                                                  
|Total noninterest income                            |  |                                                   | 644   |                                                  
|                                                    |  |                                                   |       |                                                  
|Noninterest expense:                                |  |                                                   |       |                                                  
|Compensation expense                                |  |                                                   | 1,767 |                                                  
|Occupancy                                           |  |                                                   | 186   |                                                  
|Data processing and equipment                       |  |                                                   | 354   |                                                  
|Franchise tax expense                               |  |                                                   |      |                                                  
|Purchased tax credit expense                        |  |                                                   | 214   |                                                  
|Deposit expenses                                    |  |                                                   | 76    |                                                  
|Loan expenses                                       |  |                                                   | 156   |                                                  
|Other expense                                       |  |                                                   | 501   |                                                  
|                                                    |  |                                                   |       |                                                  
|Total noninterest expense                           |  |                                                   | 3,254 |                                                  
|                                                    |  |                                                   |       |                                                  
|Net income before taxes                             |  |                                                   | 1,629 |                                                  
|Provision for income taxes                          |  |                                                   | 315   |                                                  
|                                                    |  |                                                   |       |                                                  
|Net income                                          |  | $                                                 | 1,314 |                                                  
|                                                    |  |                                                   |       |                                                  
|Basic earnings per share                            |  | $                                                 | 0.72  |                                                  
|                                                    |  |                                                   |       |                                                  
|Diluted earnings per share                          |  | $                                                 | 0.68  |                                                  
|                                                    |  |                                                   |       |                                                  



See
accompanying notes to consolidated financial statements.



4



---

##### Table of Contents

VALLEY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)



|                                                    |  | For the PeriodApril 1, 2003ThroughJune 30, 2003 |       | For the PeriodApril 1, 2002Through June 30, 2002
|--------------------------------------------------- |  | ----------------------------------------------- | ----- | ------------------------------------------------
|Interest Income:                                    |  |                                                 |       |                                                 
|Interest and fees on loans                          |  | $                                               | 3,207 |                                                 
|Interest on money market investments                |  |                                                 | 30    |                                                 
|Interest on securities  taxable                    |  |                                                 | 342   |                                                 
|Interest on securities  nontaxable                 |  |                                                 | 156   |                                                 
|                                                    |  |                                                 |       |                                                 
|Total interest income                               |  |                                                 | 3,735 |                                                 
|                                                    |  |                                                 |       |                                                 
|Interest Expense:                                   |  |                                                 |       |                                                 
|Interest on certificates of deposit > 100,000       |  |                                                 | 243   |                                                 
|Interest on other deposits                          |  |                                                 | 760   |                                                 
|Interest on Federal Home Loan Bank advances         |  |                                                 | 425   |                                                 
|Interest on repurchase agreements                   |  |                                                 | 14    |                                                 
|Interest on borrowed funds                          |  |                                                 | 2     |                                                 
|                                                    |  |                                                 |       |                                                 
|Total interest expense                              |  |                                                 | 1,444 |                                                 
|                                                    |  |                                                 |       |                                                 
|Net interest income                                 |  |                                                 | 2,291 |                                                 
|                                                    |  |                                                
|Provision for loan losses                           |  |                                                 | 98    |                                                 
|                                                    |  |                                                 |       |                                                 
|Net interest income after provision for loan losses |  |                                                 | 2,193 |                                                 
|                                                    |  |                                                 |       |                                                 
|Noninterest income:                                 |  |                                                 |       |                                                 
|Service charges on deposit accounts                 |  |                                                 | 178   |                                                 
|Income earned on bank owned life insurance          |  |                                                 | 69    |                                                 
|Other income on real estate loans                   |  |                                                 | 57    |                                                 
|Other fee income                                    |  |                                                 | 37    |                                                 
|Securities gains                                    |  |                                                 |      |                                                 
|                                                    |  |                                                 |       |                                                 
|Total noninterest income                            |  |                                                 | 341   |                                                 
|                                                    |  |                                                 |       |                                                 
|Noninterest expense:                                |  |                                                 |       |                                                 
|Compensation expense                                |  |                                                 | 887   |                                                 
|Occupancy                                           |  |                                                 | 91    |                                                 
|Data processing and equipment                       |  |                                                 | 183   |                                                 
|Franchise tax expense                               |  |                                                 |      |                                                 
|Purchased tax credit expense                        |  |                                                 | 35    |                                                 
|Deposit expenses                                    |  |                                                 | 41    |                                                 
|Loan expenses                                       |  |                                                 | 75    |                                                 
|Other expense                                       |  |                                                 | 263   |                                                 
|                                                    |  |                                                 |       |                                                 
|Total noninterest expense                           |  |                                                 | 1,575 |                                                 
|                                                    |  |                                                 |       |                                                 
|Net income before taxes                             |  |                                                 | 959   |                                                 
|Provision for income taxes                          |  |                                                 | 227   |                                                 
|                                                    |  |                                                 |       |                                                 
|Net income                                          |  | $                                               | 732   |                                                 
|                                                    |  |                                                 |       |                                                 
|Basic earnings per share                            |  | $                                               | 0.40  |                                                 
|                                                    |  |                                                 |       |                                                 
|Diluted earnings per share                          |  | $                                               | 0.38  |                                                 
|                                                    |  |                                                 |       |                                                 



See
accompanying notes to consolidated financial statements.



5



---

##### Table of Contents

VALLEY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands, except
per share data)



|                                                                                  |  | For the PeriodJanuary 1, 2003ThroughJune 30, 2003 |         |   | For the PeriodJanuary 1, 2002 ThroughJune 30, 2002 |  
|--------------------------------------------------------------------------------- |  | ------------------------------------------------- | ------- | - | -------------------------------------------------- | -
|Cash Flows From Operating Activities:                                             |  |                                                   |         |   |                                                    |  
|Net income                                                                        |  | $                                                 | 1,314   |   |                                                    | $
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                                   |         |   |                                                    |  
|Provision for loan losses                                                         |  |                                                   | 356     |   |                                                    |  
|Depreciation and amortization                                                     |  |                                                   | 227     |   |                                                    |  
|Net gains on sale of securities                                                   |  |                                                   | (7      | ) |                                                    |  
|Net losses on sales of foreclosed properties                                      |  |                                                   | 6       |   |                                                    |  
|Net losses on disposals of fixed assets                                           |  |                                                   | 5       |   |                                                    |  
|Amortization (accretion) of premiums/discounts                                    |  |                                                   | 71      |   |                                                    |  
|Decrease in unearned fees                                                         |  |                                                   | (3      | ) |                                                    |  
|Increase in accrued interest receivable                                           |  |                                                   | (29     | ) |                                                    |  
|(Increase) decrease in other assets                                               |  |                                                   | (456    | ) |                                                    |  
|Increase in value of life insurance contracts                                     |  |                                                   | (130    | ) |                                                    |  
|Decrease in accrued interest payable                                              |  |                                                   | (290    | ) |                                                    |  
|Decrease in other liabilities                                                     |  |                                                   | (371    | ) |                                                    |  
|                                                                                  |  |                                                   |         |   |                                                    |  
|Net cash provided by operating activities                                         |  |                                                   | 693     |   |                                                    |  
|                                                                                  |  |                                                   |         |   |                                                    |  
|Cash Flows From Investing Activities:                                             |  |                                                   |         |   |                                                    |  
|Increase in money market investments                                              |  |                                                   | (1,027  | ) |                                                    |  
|Purchases of premises and equipment                                               |  |                                                   | (455    | ) |                                                    |  
|Purchases of securities available-for-sale                                        |  |                                                   | (15,816 | ) |                                                    |  
|Purchases of securities held to maturity                                          |  |                                                   | (10,141 | ) |                                                    |  
|Purchases of restricted equity securities                                         |  |                                                   | (350    | ) |                                                    |  
|Principal repays/sales/calls of securities available for sale                     |  |                                                   | 4,926   |   |                                                    |  
|Principal repays/calls of securities held to maturity                             |  |                                                   | 6,696   |   |                                                    |  
|Investment in life insurance contracts                                            |  |                                                   | (1,200  | ) |                                                    |  
|Proceeds from sale of foreclosed properties                                       |  |                                                   | 286     |   |                                                    |  
|Capitalized foreclosed property expense                                           |  |                                                   | (29     | ) |                                                    |  
|Increase in loans                                                                 |  |                                                   | (17,266 | ) |                                                    |  
|                                                                                  |  |                                                   |         |   |                                                    |  
|Net cash used in investing activities                                             |  |                                                   | (34,376 | ) |                                                    |  
|                                                                                  |  |                                                   |         |   |                                                    |  
|Cash Flows From Financing Activities:                                             |  |                                                   |         |   |                                                    |  
|Increase in time deposits greater than $100,000                                   |  |                                                   | 3,247   |   |                                                    |  
|Increase in other time deposits                                                   |  |                                                   | 11,482  |   |                                                    |  
|Increase (decrease) in other deposits                                             |  |                                                   | 10,754  |   |                                                    |  
|Decrease in short-term borrowings                                                 |  |                                                   |        |   |                                                    |  
|Increase in securities sold under agreements to repurchase                        |  |                                                   | 455     |   |                                                    |  
|Cash in lieu of fraction shares                                                   |  |                                                   |        |   |                                                    |  
|Proceeds from Federal Home Loan Bank advances                                     |  |                                                   | 7,000   |   |                                                    |  
|Proceeds from Trust Preferred Issue                                               |  |                                                   | 4,000   |   |                                                    |  
|Proceeds from issuance of common stock                                            |  |                                                   | 29      |   |                                                    |  
|                                                                                  |  |                                                   |         |   |                                                    |  
|Net cash provided by financing activities                                         |  |                                                   | 36,967  |   |                                                    |  
|                                                                                  |  |                                                   |         |   |                                                    |  
|Net Increase in Cash and Due From Banks                                           |  |                                                   | 3,284   |   |                                                    |  
|Cash and Due From Banks at Beginning of Period                                    |  |                                                   | 8,163   |   |                                                    |  
|                                                                                  |  |                                                   |         |   |                                                    |  
|Cash and Due From Banks at End of Period                                          |  | $                                                 | 11,447  |   |                                                    | $
|                                                                                  |  |                                                   |         |   |                                                    |  
|Supplemental disclosure of cash flow information:                                 |  |                                                   |         |   |                                                    |  
|Cash paid during the period for interest                                          |  | $                                                 | 3,064   |   |                                                    | $
|                                                                                  |  |                                                   |         |   |                                                    |  
|Cash paid during the period for taxes                                             |  | $                                                 | 479     |   |                                                    | $
|                                                                                  |  |                                                   |         |   |                                                    |  
|Noncash financing and investing activities:                                       |  |                                                   |         |   |                                                    |  
|Transfer of loans to foreclosed property                                          |  | $                                                 | 264     |   |                                                    | $
|                                                                                  |  |                                                   |         |   |                                                    |  



See
accompanying notes to consolidated financial statements.



6



---

##### Table of Contents

VALLEY FINANCIAL CORPORATION



Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited)

(In thousands, except share and per share data)



|(1) |  | Organization and Summary of Significant Accounting Policies
|--- |  | -----------------------------------------------------------



Valley Financial Corporation (the Company) was incorporated under the laws of the Commonwealth of Virginia on March 15, 1994,
primarily to serve as a holding company for Valley Bank (the Bank), which opened for business on May 15, 1995. The Companys fiscal year end is December 31.



The consolidated financial statements of the Company conform to generally accepted accounting principles and
to general banking industry practices. The interim period consolidated financial statements are unaudited; however, in the opinion of management, all adjustments of a normal recurring nature which are necessary for a fair presentation of the
consolidated financial statements herein have been included. The consolidated financial statements herein should be read in conjunction with the Companys 2002 Annual Report on Form 10-KSB.



The Company reports its activities as a single business
segment. In determining the appropriateness of segment definition, the Company considers components of the business about which financial information is available and regularly evaluated relative to resource allocation and performance assessment.



|(2) |  | Cash and Cash Equivalents
|--- |  | -------------------------



For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks. To Comply with Federal Reserve
regulations, the Bank will be required to maintain certain average reserve balances. The daily cash reserve requirement for the week including June 30, 2003 was $3,800.



|(3) |  | Securities
|--- |  | ----------



The carrying values, unrealized gains, unrealized losses and approximate fair values of available for sale and held to maturity investment
securities at June 30, 2003 are shown in the tables below. As of June 30, 2003, investments (including both available for sale and held to maturity) and restricted equity securities with amortized costs and fair values of $31,349 and $31,915,
respectively, were pledged as collateral for public deposits, a line of credit available from the Federal Home Loan Bank, customer sweep accounts, and for other purposes as required or permitted by law.



The following table sets forth the composition of securities
available for sale at June 30, 2003. Securities available for sale are carried at approximate market value.



7



---

##### Table of Contents

Available for Sale Investment Portfolio  Category Distribution

(dollars in thousands)



|                                    |  | Amortized Costs |        | Unrealized Gains |   | Unrealized Losses |  |   | Approximate Fair Values
|----------------------------------- |  | --------------- | ------ | ---------------- | - | ----------------- |  | - | -----------------------
|U.S. Treasury                       |  | $               | 200    |                  | $ | 3                 |  | $ |                       
|U.S. Government agencies            |  |                 | 2,968  |                  |   | 58                |  |   |                       
|Mortgage-backed securities          |  |                 | 5,009  |                  |   | 146               |  |   |                       
|Collateralized mortgage obligations |  |                 | 12,373 |                  |   | 78                |  |   | (6                     
|States and political subdivisions   |  |                 | 9,459  |                  |   | 538               |  |   | (12                    
|Corporate debt securities           |  |                 | 200    |                  |   | 5                 |  |   |                       
|                                    |  |                 |        |                  |   |                   |  |   |                        
|Total securities available for sale |  | $               | 30,209 |                  | $ | 828               |  | $ | (18                    
|                                    |  |                 |        |                  |   |                   |  |   |                        



The
following table sets forth the composition of securities held to maturity at June 30, 2003. Securities held to maturity are carried at amortized cost.



Held to Maturity Investment Portfolio  Category Distribution

(dollars in thousands)



|                                    |  | Amortized Costs |        | Unrealized Gains |   | Unrealized Losses |  |   | Approximate Fair Values
|----------------------------------- |  | --------------- | ------ | ---------------- | - | ----------------- |  | - | -----------------------
|U.S. Government agencies            |  |                 | 5,978  |                  |   | 30                |  |   |                       
|Mortgage-backed securities          |  | $               | 9,911  |                  | $ | 121               |  | $ |                       
|Collateralized mortgage obligations |  |                 | 1,954  |                  |   | 11                |  |   |                       
|States and political subdivisions   |  |                 | 5,740  |                  |   | 130               |  |   | (20                    
|                                    |  |                 |        |                  |   |                   |  |   |                        
|Total securities available for sale |  | $               | 23,583 |                  | $ | 292               |  | $ | (20                    
|                                    |  |                 |        |                  |   |                   |  |   |                        



|(4) |  | Allowance for Loan Losses
|--- |  | -------------------------



The following table summarizes the loan loss experience for the six-month periods ended June 30, 2003 and 2002.



Allowance for Loan Losses

(dollars in thousands)



|                                  |  | 2003 |       |   | 2002 |  
|--------------------------------- |  | ---- | ----- | - | ---- | -
|Balance at January 1              |  | $    | 2,014 |   |      | $
|Provision for loan losses         |  |      | 356   |   |      |  
|Recoveries  Loans to individuals |  |      | 1     |   |      |  
|Charged off loans                 |  |      |       |   |      |  
|Commercial                        |  |      | 0     |   |      |  
|Credit Cards                      |  |      | 0     |   |      |  
|Loans to individuals              |  |      | (11   | ) |      |  
|                                  |  |      |       |   |      |  
|Balance at June 30                |  | $    | 2,360 |   |      | $
|                                  |  |      |       |   |      |  



8



---

##### Table of Contents

|(5) |  | Earnings Per Share
|--- |  | ------------------



Basic earnings per share is based upon the weighted average number of common shares outstanding during the period. The weighted average
shares outstanding for the diluted earnings per share computations were adjusted to reflect the assumed conversion of shares available under stock options. The following table summarizes the shares utilized (adjusted for the three-for-two stock
split declared on April 24, 2002 to shareholders of record April 30, 2002 and payable on May 30, 2002) in the computations:





|Weighted Average Shares Outstanding |  |           |  |          
|----------------------------------- |  | --------- |  | ---------
|                                    |  | Basic     |  | Diluted  
|Three months ending June 30:        |  |           |  |          
|2003                                |  | 1,831,476 |  | 1,946,331
|                                    |  |           |  |          
|2002                                |  | 1,819,749 |  | 1,892,246
|                                    |  |           |  |          
|                                    |  |          
|                                    |  | Basic     |  | Diluted  
|Six months ending June 30:          |  |           |  |          
|2003                                |  | 1,830,230 |  | 1,935,849
|                                    |  |           |  |          
|2002                                |  | 1,819,780 |  | 1,886,483
|                                    |  |           |  |          



|(6) |  | Comprehensive Income
|--- |  | --------------------



On January 1, 1998, The Company adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income.This
Statement establishes standards for reporting and presentation of comprehensive income and its components in a full set of general purpose financial statements. This Statement was issued to address concerns over the practice of reporting elements of
comprehensive income directly in equity.



The
Company is required to classify items of Other Comprehensive Income (such as net unrealized gains (losses) on securities available for sale) by their nature in a financial statement. It does not require a specific format for that
financial statement but requires the Company to display an amount representing comprehensive income for the period in that financial statement. The Company is required to present the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in-capital in the equity section of a statement of financial position. It does not require per share amounts of comprehensive income to be disclosed.



The adoption of Statement 130 on January 1, 1998 did not
have any effect on the consolidated financial position, results of operations or liquidity of the Company. However, Statement 130 does have an effect on financial statement displays presented by the Company since the Company has net unrealized gains
(losses) on available-for-sale securities, an item of other comprehensive income (loss). For the six months ended June 30, 2003 and 2002, total comprehensive income was $1,547 and $1,254, respectively. For the three months ended June 30, 2003 and
2002, total comprehensive income was $999 and $1,004, respectively.



9



---

##### Table of Contents

The information that follows discloses the reclassification adjustments and the income
taxes related to securities available-for-sale that are included in other comprehensive income, net of income taxes for the six and three month periods ended June 30, 2003 and 2002.



|                                                                   |  | For theSix MonthsEndedJune 30, 2003   |      |   | For theSix MonthsEndedJune 30, 2002   |  
|------------------------------------------------------------------ |  | ------------------------------------- | ---- | - | ------------------------------------- | -
|Net unrealized gains on securities available for sale:             |  |                                       |      |   |                                       |  
|Net unrealized holding gains during the year                       |  | $                                     | 360  |   |                                       | $
|Less reclassification adjustments for gains included in net income |  |                                       | (5   | ) |                                       |  
|Income tax expense                                                 |  |                                       | (122 | ) |                                       |  
|                                                                   |  |                                       |      |   |                                       |  
|Other comprehensive income, net of income taxes                    |  | $                                     | 233  |   |                                       | $
|                                                                   |  |                                       |      |   |                                       |  
|                                                                   |  |                                      
|                                                                   |  | For theThree MonthsEndedJune 30, 2003 |      |   | For theThree MonthsEndedJune 30, 2002 |  
|Net unrealized gains on securities available for sale:             |  |                                       |      |   |                                       |  
|Net unrealized holding gains during the quarter                    |  | $                                     | 405  |   |                                       | $
|Less reclassification adjustments for gains included in net income |  |                                       |     |   |                                       |  
|Income tax expense                                                 |  |                                       | (138 | ) |                                       |  
|                                                                   |  |                                       |      |   |                                       |  
|Other comprehensive income, net of income taxes                    |  | $                                     | 267  |   |                                       | $
|                                                                   |  |                                       |      |   |                                       |  



|(7) |  | Financial Instruments With Off-Balance Sheet Risk
|--- |  | -------------------------------------------------



In the normal course of business to meet the financing needs of its customers, the Company is a party to financial instruments with
off-balance-sheet risk, which involve commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.



The Companys exposure to credit loss in the event of
nonperformance by the other party to the financial instruments for commitments to extend credit is represented by the contractual amount of those instruments. The same credit policy is used in making commitments as is used for on-balance-sheet risk.
At June 30, 2003, outstanding commitments to extend credit were $61,998 as compared to $62,076 at December 31, 2002.



Commitments to extend credit are agreements to lend to a customer as long as there is no breach of any condition established in the
contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments may expire without ever being drawn upon; therefore, the total commitment amounts do not necessarily represent
future cash outlays for the Company.



|8) |  | Related Party Transactions
|-- |  | --------------------------



The Bank has entered into transactions with its directors, significant shareholders and their affiliates (related parties). Such
transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in
the opinion of management, involve more than normal credit risk or present other unfavorable features. As of June 30, 2003 aggregate loans to directors, executive officers, and principal shareholders total $8,987. An analysis of loan activity to
directors, executive officers and principal shareholders for the year ended December 31, 2002 is as follows:



10



---

##### Table of Contents

Loans to Related Parties



|Balances as of January 1, 2002   |  | $ | 5,115  |  
|-------------------------------- |  | - | ------ | -
|Advances                         |  |   | 4,186  |  
|Repayments                       |  |   | (1,843 | )
|                                 |  |   |        |  
|Balances as of December 31, 2002 |  | $ | 7,458  |  
|                                 |  |   |        |  



| | (9) |  | Other Debt
| | --- |  | ----------



The Company has outstanding debt with the Federal Home Loan Bank of Atlanta in the amount of $47.0 million as of June 30, 2003. There are four convertible advances in the amount of $5.0 million each and one
convertible advance in the amount of $7.0 million currently drawn. There is one $10.0 million convertible advance and one adjustable rate advance in the amount of $10.0 million currently drawn. The Federal Home Loan Bank of Atlanta has the option to
convert the $37.0 million in convertible advances on the conversion dates below and any interest payment date thereafter with at least two business days notice. If called, the four $5.0 million convertible advances and the one $7.0 million
convertible advance will be converted into a 3-month LIBOR-based adjustable rate credit (ARC) at 3-month LIBOR flat. The $10.0 million convertible advance may be converted into a 3-month LIBOR-based floating rate advance (ARC) at 3-month LIBOR flat
only if 3-month LIBOR is greater than or equal to 7.0%. The $10.0 million adjustable rate advance is an ARC with a current rate of 1.14875%, subject to change on each quarterly interest payment date. The following table provides more information on
the outstanding advances as of June 30, 2003.



FEDERAL HOME
LOAN BANK ADVANCES



|Advance Balance |  | Advance Date      |  | Maturity Date     |  | Rate     |  | Interest Payment Dates |  | First Optional Conversion Date
|--------------- |  | ----------------- |  | ----------------- |  | -------- |  | ---------------------- |  | ------------------------------
|$5,000,000      |  | December 2, 1999  |  | December 2, 2009  |  | 5.46%    |  | Quarterly              |  | December 4, 2000              
|$5,000,000      |  | May 24, 2000      |  | May 24, 2010      |  | 6.49%    |  | Quarterly              |  | May 24, 2001                  
|$5,000,000      |  | February 9, 2001  |  | February 9, 2011  |  | 4.97%    |  | Quarterly              |  | February 9, 2004              
|$5,000,000      |  | November 7, 2001  |  | November 7, 2011  |  | 3.91%    |  | Quarterly              |  | November 7, 2006              
|$10,000,000     |  | September 4, 2002 |  | September 4, 2007 |  | 3.09%    |  | Quarterly              |  | September 4, 2003             
|$10,000,000     |  | December 16, 2002 |  | December 16, 2003 |  | Variable |  | Quarterly              |  | N/A                           
|$7,000,000      |  | March 11, 2003    |  | March 11, 2013    |  | 2.91%    |  | Quarterly              |  | March 11, 2008                



Trust
Preferred Securities are hybrid securities, which are considered equity for regulatory purposes and debt for financial statement and tax purposes. Trust Preferred Securities offer the benefit of an attractive floating or fixed rate interest payment
which is tax deductible, making the after-tax cost to the issuer less than traditional forms of capital. The $4.0 million debt was effective June 26, 2003 with a stated term of 30 years. Quarterly interest payments begin September 26, 2003. The debt
carries an interest rate of 3-Month LIBOR plus 3.10%, which will reset quarterly on each interest payment date.



11



---

##### Table of Contents

| | (10) |  | Stock Based Compensation
| | ---- |  | ------------------------



The Company accounts for its stock-based compensation plan using the accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees.The Company is not required to adopt the fair value based recognition provisions prescribed under SFAS No. 123, Accountingfor Stock Based Compensation, but complies with the disclosure requirements
set forth in the Statement (as amended by SFAS No. 148), which include disclosing pro forma net income as if the fair value based method of accounting had been applied.



Stock Option Plans



The Company has an Incentive Stock Plan (the Plan) pursuant to which the Human Resources Committee of the Companys Board of Directors may
grant stock options to officers and key employees. The Plan authorizes grants of options to purchase up to 155,925 shares (adjusted for stock splits) of the Companys authorized, but unissued common stock. Accordingly, 155,925 shares of
authorized, but unissued common stock are reserved for use in the Plan. There are 133,725 options for shares granted to officers and key employees currently outstanding as of June 30, 2003. All stock options have been granted with an exercise price
equal to the stocks fair market value at the date of the grant. Stock options generally have 10-year terms, vest at the rate of 20 percent per year, and become fully exercisable five years from the date of the grant. In addition, certain
options for 91,098 shares (adjusted for stock splits) based on meeting certain performance criteria have been granted to executive officers. There are 81,998 options for shares granted to executive officers currently outstanding as of June 30, 2003.
Information related to pro forma net income and per share amounts for the periods presented is as follows:



|                                                                               |  | Six Months EndedJune 30,
|------------------------------------------------------------------------------ |  | ------------------------
|                                                                               |  | 2003                    
|Compensation cost recognized in income for all stock-based compensation awards |  | $                       
|Pro forma net income, based on SFAS No. 123                                    |  | $                       
|Pro forma basic net income per share, based on SFAS No. 123                    |  | $                       
|Pro forma diluted net income per share, based on SFAS No. 123                  |  | $                       
|                                                                               | 
|                                                                               |  | Quarter EndedJune 30,   
|                                                                               |  | 2003                    
|Compensation cost recognized in income for all stock-based compensation awards |  | $                       
|Pro forma net income, based on SFAS No. 123                                    |  | $                       
|Pro forma basic net income per share, based on SFAS No. 123                    |  | $                       
|Pro forma diluted net income per share, based on SFAS No. 123                  |  | $                       



12



---

##### Table of Contents

Item 2. Managements Discussion and Analysis.



The following is managements discussion and analysis of the financial condition and results of operations of the Company as of and for the six months ended June 30, 2003 and 2002. The discussion should be read
in conjunction with the Companys Consolidated Financial Statements and Notes thereto.



Forward-Looking Statements



This report contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements, which are representative only on the
date hereof. Readers of this report should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. The Corporation takes no obligation to update any forward-looking
statements contained herein. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) competitive pressures among depository and
other financial institutions may increase significantly; (2) changes in the interest rate environment may reduce margins; (3) general economic conditions, either nationally or regionally, may be less favorable than expected that could result in a
deterioration of credit quality or a reduced demand for credit; (4) legislative or regulatory changes including changes in accounting standards, may adversely affect the business.



Overview



The Company was incorporated as a Virginia stock corporation on March 15, 1994, primarily to own and control all of the capital stock of the Bank. The
Bank opened for business on May 15, 1995. There are currently six full-service branch locations, operating in various locations throughout the Cities of Roanoke and Salem and the County of Roanoke. The Bank plans to open its seventh full-service
branch in the Lewis-Gale Hospital area in the summer of 2003.



Total assets at June 30, 2003 were $286.7 million, up 15.2% from $248.8 million at December 31, 2002. The principal components of the Companys assets at the end of the period were $33.8 million in securities available-for-sale,
including restricted equity securities, $23.6 million in securities held to maturity, and $202.7 million in gross loans.



Total liabilities at June 30, 2003 were $266.1 million, up 15.8% from $229.8 million at December 31, 2002 with the increase represented by a $25.5 million
growth in deposits, a $400,000 growth in securities sold under agreements to repurchase, a $4.0 million trust preferred debt issue, and a $7.0 million increase in Federal Home Loan Bank advances.



Total shareholders equity at June 30, 2003 was $20.6 million consisting
of $9.1 million in net proceeds from the Companys initial public offering, $3.2 million in net proceeds from the Companys secondary offering, $97,000 in proceeds from the exercise of stock options, increased by accumulated retained
earnings of $7.7 million and $535,000 of net unrealized gains on securities available-for-sale, net of related deferred tax liability. Total shareholders equity was $20.6 million at June 30, 2003 compared with $19.0 million at December 31,
2002, an increase of $1.6 million or 8.4%. Exclusive of unrealized gains (losses) on investment securities, shareholders equity was $20.1 million at June 30, 2003 and $18.7 million at December 31, 2002.



13



---

##### Table of Contents

The Company had net income of $1.3 million for the six months ended June 30, 2003, an increase of
$325,000 or 32.9% over the six months ended June 30, 2002. Net income for the three months ended June 30, 2003 was $732,000, a 42.1% increase over the $515,000 recorded for the second quarter of 2002. An improved net interest income combined with
increased noninterest income, offset by increases in noninterest expense in virtually all categories, contributed to the 32.9% and 42.1% increase for the six months ended June 30, 2003 as compared to the six months ended June 30, 2002 and the three
months ended June 30, 2003 as compared to the three months ended June 30, 2002, respectively.



Profitability as measured by the Companys return on average assets (ROA) was 1.00% for the six months ended June 30, 2003 compared to .96% for the same period in 2002. ROA for the second quarter of
2003 was 1.07% versus 0.96% for the second quarter of 2002. Return on average equity (ROE) was 13.62% for the six months ended June 30, 2003 compared to 11.77% for the same period in 2002. ROE for the second quarter of 2003 was 14.84% as
compared to 12.02% for the second quarter of 2002. The calculation of ROE excludes the effect of any unrealized gains or losses on investment securities.



Net Interest Income



Net interest income is the amount by which interest and fees generated from loans and investments exceeds the interest expense associated with funding
those assets, and represents the principal source of earnings for the Company. Changes in the volume and mix of earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of
net interest income. Changes in the interest rate environment and the Companys cost of funds also affect net interest income.



Net interest income was $4.6 million for the six months ended June 30, 2003 and is attributable to interest income from loans and securities exceeding the
cost of interest paid on deposits and borrowed funds. Net interest income for the first six months of 2003 increased 15.0% from $4.0 million for the same period in 2002. The net interest margin on a fully taxable equivalent (FTE ) basis
was 3.90% for the first six months of 2003, a decrease of 35 basis points from the 4.25% reported for the same period in 2002. Yields on earning assets are decreasing faster than funding costs may be reduced. The Banks cost of funds ratio was
2.31% for the six months ended June 30, 2003, down 45 basis points from the 2.76% reported for the first six months of 2002. The Banks yield on earning assets was 6.17% for the six months ended June 30, 2003, down 77 basis points from the
6.94% reported for the six months ended June 30, 2002. For the three months ended June 30, 2003 net interest income was $2.3 million, an increase of 9.5% from the $2.1 million reported for the three months ended June 30, 2002. The FTE net interest
margin was 3.70% and 4.28% for the three month periods ended June 30, 2003 and 2002, respectively. Management is diligently working to maintain the net interest margin by reducing the cost of funds ratio.



14



---

##### Table of Contents

Noninterest Income



Noninterest income for the six months ended June 30, 2003 was $644,000, an increase of $281,000 or 77.4% over the $363,000 reported for the same period
one year earlier. The largest components of the increase are service charges on deposit accounts in the amount of $103,000, tax-exempt income earned on bank owned life insurance in the amount of $51,000, other income on real estate loans in the
amount of $80,000, and other fee income in the amount of $40,000. Securities gains and losses totaled $7,000 during the first six months of 2003 as compared to $0 for the first six months of 2002. For the three months ended June 30, 2003 noninterest
income was $341,000, an increase of $148,000 or 76.7% over the $193,000 reported for the second quarter of 2002. The largest components of the increase are service charges on deposit accounts in the amount of $55,000, tax-exempt income earned on
bank owned life insurance in the amount of $24,000, other income on real estate loans in the amount of $44,000, and other fee income in the amount of $25,000. Securities gains of $0 and $0 are included in the total noninterest income totals for the
quarters ended June 30, 2003 and 2002, respectively. Future levels of noninterest income are expected to increase as a direct result of business growth and expansion.



Noninterest Expense



Noninterest expense for the first six months of 2003 was $3.3 million, an increase of $700,000 or 26.9% over the $2.6 million reported for the same period
in 2002. Compensation expense was the largest contributor to the increase in the amount of $387,000. The other major contributor to the increase was purchased tax credit expense in the amount of $214,000, which is offset by a reduction in franchise
tax expense in the amount of $74,000. Expenses associated with the opening of the Banks sixth full-service branch on May 20, 2002 are included in the six months ended June 30, 2002. Expenses associated with the introduction of online banking
in May 2002 are also included in the six months ended June 30, 2002. Substantially all major categories of noninterest expense increased due to growth and expansion. Noninterest expense for the quarter ended June 30, 2003 was $1.6 million, an
increase of $200,000 or 14.3% over the $1.4 million reported for the second quarter of 2002. Substantially all major categories of noninterest expense increased due to growth and expansion. Noninterest expenses are expected to increase in future
years as a direct result of business growth and expansion.



Income Taxes



To reflect the Companys anticipated federal income
tax liability, an expense of $315,000 and $400,000 at an effective tax rate of 19.3% and 28.8% was recognized for the six months ended June 30, 2003 and June 30, 2002, respectively. The provision for income taxes for the second quarter of 2003 and
2002 was $227,000 and $207,000 at an effective tax rate of 23.7% and 28.7%, respectively. During the first quarter of 2003, the Bank purchased federal and state tax credits in the amounts of $174,000 and $217,000, respectively. The federal and state
tax credits were purchased at a total cost of $156,000 and $151,000, respectively. The credits were expensed in the amount of $214,000 during the first six months of 2003, comprised of $156,000 federal and $58,000 state, as purchased tax credit
expense (a noninterest expense). The federal tax credits will offset income tax expense in 2003 while the state tax credits will offset franchise tax expense in 2003 and a partial amount in 2004. Other factors contributing to the difference between
the effective tax rate and the statutory rate of 34 percent include tax-exempt interest income on municipal securities, net of disallowance and tax-exempt income earned on bank owned life insurance.



15



---

##### Table of Contents

Investment Securities



The Companys investment portfolio is used both for investment income and liquidity purposes. Funds not used for capital expenditures or lending
activities are invested in securities of the U.S. Government and its agencies, mortgage-backed securities, municipal bonds, corporate bonds, and equity securities. Obligations of the U.S. Government and its agencies include treasury notes and
callable or noncallable agency bonds. Mortgage-backed securities and collateralized mortgage obligations include pools issued by government agencies and corporate mortgage pools. Municipal bonds include taxable and tax-exempt general obligation and
revenue issues. Corporate bonds are investment grade issue. Equity securities include shares of the Federal Reserve Bank of Richmond, Federal Home Loan Bank of Atlanta, and Community Bankers Bank. The Company does not invest in derivatives or other
types of high-risk securities.



Investment securities
(available for sale and held to maturity), including restricted equity securities, at June 30, 2003 were $57.4 million, an increase of $15.0 million or 35.4% from their level of $42.4 million on December 31, 2002. The increase of $15.0 million is
primarily due to purchases in the amount of $26.3 million, offset by principal repayments, sale proceeds, and called proceeds in the amounts of $9.8 million, $564,000, and $1.3 million, respectively. An increase in unrealized gains on securities in
the available for sale portfolio, which is carried at approximate fair market value, contributed to the remainder of the increase. See Note 3 to the Consolidated Financial Statements.



Loan Portfolio



The Companys total loans were $202.7 million at June 30, 2003, an increase of $17.0 million or 9.2% from the $185.7 million reported at December 31,
2002. The Companys ratio of total loans to total funding sources (customer deposits, securities sold under agreements to repurchase, federal funds purchased, Federal Home Loan Bank advances, and trust preferred securities debt) stood at 76.5%
at June 30, 2003 and 81.4% at December 31, 2002. Management seeks to maintain the ratio of loans to funding sources at a maximum of 85%.



The loan portfolio primarily consists of commercial, real estate (including real estate term loans, construction loans and other loans secured by real
estate) and loans to individuals for household, family and other consumer purposes. The Company adjusts its mix of lending and the terms of its loan programs according to economic and market conditions, asset/liability management considerations and
other factors. Loans typically (in excess of 90%) are made to businesses and individuals located within the Companys primary market area, most of whom maintain deposit accounts with the Bank. There is no concentration of loans exceeding 10% of
total loans, which is not disclosed in the Consolidated Financial Statements and the Notes thereto or discussed below. The Company has not made any loans to any foreign entities, including governments, banks, businesses or individuals. Commercial
and construction loans and home equity lines of credit in the loan portfolio are primarily variable rate loans and have little interest rate risk.



The following table summarizes the loan portfolio by category as of the six-month periods ended June 30, 2003 and 2002 and the year ended December 31,
2002.



16



---

##### Table of Contents

Loan Portfolio Summary

(dollars in thousands)



|                          |  | June 30,2003 |         | December 31,2002 |   | June 30,2002
|------------------------- |  | ------------ | ------- | ---------------- | - | ------------
|Commercial and industrial |  | $            | 45,006  |                  | $ | 44,668      
|Commercial real estate    |  |              | 81,379  |                  |   | 75,378      
|Real estate construction  |  |              | 20,241  |                  |   | 15,727      
|Residential real estate   |  |              | 27,960  |                  |   | 23,966      
|Loans to individuals      |  |              | 28,067  |                  |   | 25,922      
|                          |  |              |         |                  |   |             
|Total loans               |  | $            | 202,653 |                  | $ | 185,661     
|                          |  |              |         |                  |   |             



Loan Category Analysis



Commercial Loans. Commercial and industrial loans
accounted for 22.2% of the loan portfolio as of June 30, 2003 and stood at $45.0 million versus $44.7 million six months earlier. Such loans generally are made to provide operating lines of credit, to finance the purchase of inventory or equipment,
and for other business purposes. The credit worthiness of the borrower is analyzed and re-evaluated on a periodic basis. Most commercial loans are collateralized with business assets such as accounts receivable, inventory and equipment. Even with
substantial collateral such as all the assets of the business and personal guarantees, commercial lending involves considerable risk of loss in the event of a business downturn or failure of the business.



Commercial Real Estate Loans.Commercial real estate construction and
commercial real estate mortgages represent interim and permanent financing of commercial properties that are secured by real estate, and were 40.2% of total loans at June 30, 2003. Outstanding loans in this category equaled $81.4 million and $75.4
million at June 30, 2003 and December 31, 2002, respectively. The Company prefers to make commercial real estate loans secured by owner-occupied properties. These borrowers are engaged in business activities other than real estate, and the primary
source of repayment is not solely dependent on conditions in the real estate market.



Real Estate Construction Loans. Real estate construction loans represent interim financing on residential and commercial properties under construction, and are secured by real estate. Once construction is
completed and the loan becomes permanent, the loans are reclassified as commercial real estate loans, which are secured by commercial property or residential real estate loans, which are secured by first deeds of trust. Outstanding loans in this
category totaled $20.2 million (10.0% of total loans) at June 30, 2003 as compared to $15.7 million at December 31, 2002.



Residential Real Estate Loans. Residential real estate loans are secured by first deeds of trust on 1-4 family residential properties. This
category had $28.0 million in loans (13.8% of total loans) at June 30, 2003 and $24.0 million in such loans at December 31, 2002. To mitigate interest rate risk, the Company usually limits the final maturity of residential real estate loans held for
its own portfolio to 15-20 years and offers a bi-weekly payment option to encourage faster repayment. Residential real estate lending involves risk elements when there is lack of timely payment and/or a decline in the value of the collateral.



17



---

##### Table of Contents

Loans to Individuals.Loans to individuals include installment loans and home equity lines of
credit/loans secured by junior liens on residential real estate. The loan proceeds typically are used to purchase vehicles, finance home remodeling or higher education, or for other consumer purposes. Loans to individuals totaled $28.1 million
(13.8% of total loans) at June 30, 2003 compared to $25.9 million at December 31, 2002.



Summary of Allowance for Loan Losses



Certain
credit risks are inherent in making loans. The Company seeks to prudently assess these risks and attempts to manage them effectively. Adhering to our internal credit policies and procedures reduces repayment risks. These policies and procedures
include officer and customer limits, periodic loan documentation review, and follow-up on exceptions to credit policies.



The allowance for loan losses is maintained at a level estimated to be adequate to absorb probable losses. Some of the factors which management considers
in determining the appropriate level of the allowance for loan losses are an evaluation of the current loan portfolio, identified loan problems, loan volume outstanding, past loss experience, present and expected industry and economic conditions
and, in particular, how such conditions relate to our market area. Bank regulators also periodically review the loan portfolio and other assets to assess their quality. The provision for loan losses is charged to income in an amount believed to be
necessary to maintain an allowance for loan losses adequate to provide for expected losses in the loan portfolio. Loans deemed uncollectible are charged to the allowance for loan losses and recoveries on loans previously charged off are added to the
allowance for loan losses. The Company believes the allowance for loan losses is adequate to provide for expected losses in the loan portfolio.



No assurance can be given that unforeseen adverse economic conditions or other circumstances will not result in increased provisions in the future.
Additionally, regulatory examiners may require the Company to recognize additions to the allowance based upon their judgment about the loan portfolio and other information available to them at the time of their examinations.



A provision for loan losses of $356,000 was provided during the six months
ended June 30, 2003, a decrease of $42,000 or 10.6% over the same period in 2002, in recognition of managements estimate of inherent risks associated with lending activities. The allowance for loan losses was $2.4 million as of June 30, 2003
and represented approximately 1.2% of net loans outstanding versus 1.1% of net loans at December 31, 2002 (see Note 4 to the Consolidated Financial Statements). The increase in the allowance for loan losses as a percentage of net loans outstanding
has gradually increased due to managements concern about perceived continuing economic weakness. A total of $137,000 in specific reserves is included in the balance of the allowance for loan losses as of June 30, 2003. Of the $137,000,
$125,000 was reserved on one nonaccrual status consumer customer in the first quarter of 2003. A total of $80,000 in specific reserves is included in the balance of the allowance for loan losses as of June 30, 2002. Of the $80,000 specific reserve,
$80,000 was accrued during the second quarter of 2002. Although specific reserves increased during the six months ended June 30, 2003 as compared to the same period of 2002, provision expense for the same above-referenced time periods actually
decreased primarily due to a decline in the growth rate in average loans outstanding.



18



---

##### Table of Contents

Nonperforming Assets and Impaired Loans



Nonperforming Assets.Nonperforming assets include nonaccrual loans, loans past due 90 days or more, restructured
loans and foreclosed/repossessed property. A loan will be placed on nonaccrual status when collection of all principal or interest is deemed unlikely. A loan will automatically be placed on nonaccrual status when principal or interest is past due 90
days or more, unless the loan is both well secured and in the process of being collected. In this case, the loan will continue to accrue interest despite its past due status.



A restructured loan is a loan in which the original contract terms have been modified due to a borrowers financial
condition or there has been a transfer of assets in full or partial satisfaction of the loan. A modification of original contractual terms is generally a concession to a borrower that a lending institution would not normally consider. The entire
balance of restructured loans as disclosed below is comprised of one loan customer. Due to a good loan to value ratio, a timely and proper review of credit quality and restructuring of the loan, the Company was able to collect all amounts of
principal and interest.



An impaired loan as defined in SFAS
114 is a loan when, based on current information and events, it is likely that a lending institution will be unable to collect all amounts, including both principal and interest, due according to the contractual terms of the loan agreement.



Once a quarter the board of directors will review all loans on
the Banks watch list to determine proper action and reporting of any loans identified as substandard by the credit quality review.



The total recorded investment in impaired loans was $218,000, $390,000 and $6,000, respectively for the six month period ended June 30, 2003, the year
ended December 31, 2002 and the six-month period ended June 30, 2002. The loan loss allowance related to impaired loans was $137,000, $0 and $0, respectively for the above-referenced time periods. A total of $80,000 was included in the loan loss
allowance at June 30, 2002 to cover any declines in the value of foreclosed property. Management believes that the above allocated reserves are adequate for the impaired loans in the Companys portfolio based upon a detailed review of the
quality and pledged collateral of each individual loans considered impaired at each of the above-referenced periods.



Nonperforming assets at June 30, 2003, December 31, 2002 and June 30, 2002 are presented in the following table.



Nonperforming Assets

(dollars in thousands)



|                                             |  | June 30 , 2003 |     | December 31, 2002 |   | June 30, 2002
|-------------------------------------------- |  | -------------- | --- | ----------------- | - | -------------
|Nonaccrual loans                             |  | $              | 217 |                   | $ |             
|Loans past due 90 days or more               |  |                | 1   |                   |   | 390          
|Restructured loans                           |  |                |    |                   |   |             
|                                             |  |                |     |                   |   |              
|Total nonperforming loans                    |  |                | 218 |                   |   | 390          
|                                             |  |                |     |                   |   |              
|Foreclosed, repossessed and idled properties |  |                | 197 |                   |   | 196          
|                                             |  |                |     |                   |   |              
|Total nonperforming assets                   |  | $              | 415 |                   | $ | 586          
|                                             |  |                |     |                   |   |              



19



---

##### Table of Contents

If nonaccrual loans had performed in accordance with their original terms, additional interest income in
the amount of $7,000, $15,000, and $15,000, respectively would have been recorded for the six month period ended June 30, 2003, the year ended December 31, 2002 and the six month period ended June 30, 2002.



Other Assets



The Company has purchased life insurance contracts on key employees, the tax-exempt income from which is the funding vehicle
for the Companys SERP plan. Bank owned life insurance was $4.5 million at June 30, 2003, an increase of $1.3 million over the $3.2 million reported as of December 31, 2002. An additional purchase of split dollar life insurance contracts on key
employees in the first quarter contributed to $1.2 million of the total increase during the first six months of 2003.



Other assets were $1.3 million at June 30, 2003, an increase of $300,000 over the $1.0 million reported as of December 31, 2002.



Deposits



As of June 30, 2003 total deposits were $207.7 million, an increase of $25.5 million or 14.0% from their level of $182.2
million at December 31, 2002. Certificates of deposit increased by $14.7 million to a total of $130.4 million (62.8% of total deposits) at June 30, 2003, up from $115.7 million (63.5% of total deposits) at December 31, 2002. Non-interest bearing
demand deposits, savings, interest bearing demand deposits, and money market accounts increased by $5.9 million, $600,000, $500,000, and $3.8 million, respectively.



At June 30, 2003 noninterest-bearing demand deposits were $36.6 million or 17.6% of total deposits. On December 31, 2002
noninterest-bearing demand deposits were $30.7 million or 16.8% of total deposits. Nonmaturity deposits (noninterest bearing demand deposits, interest bearing demand deposits, money market accounts and savings accounts) were $77.3 million or 37.2%
of total deposits at June 30, 2003, compared with $66.5 million or 36.5% of total deposits at December 31, 2002. Total interest bearing deposits stood at $171.1 million at June 30, 2003, an increase of $19.6 million or 12.9% over their level of
$151.5 million at December 31, 2002.



The levels and mix of
deposits are influenced by such factors as customer service, interest rates paid, service charges and the convenience of banking locations. Competition for deposits is intense from other depository institutions and money market funds, some of which
offer interest rates higher than those paid by the Company. Management attempts to identify and implement pricing and marketing strategies designed to control the overall cost of deposits and to maintain a stable deposit mix.



20



---

##### Table of Contents

Short-Term Borrowings



The Company placed in service a commercial sweep account program in third quarter 1999. The balance in the program grew by $400,000 from its level of $5.9
million at December 31, 2002 to a total of $6.3 million as of June 30, 2003. The program consists of establishing a demand deposit account in which the Bank invests available balances daily in securities on an overnight basis subject to repurchase.
On the following business day, the Bank will repurchase from the customer the securities for an amount equal to the amount of available balances invested in the securities. Interest is calculated daily at the rate applicable for each overnight
period; however, it is posted to the customer accounts only once per month. The contractual agreement states that a repurchase agreement is not a deposit and therefore is not insured by the Federal Deposit Insurance Corporation. Therefore, these
repurchase balances are not reported as deposits but as short-term borrowings.



Exclusive of the commercial sweep accounts, the Company had no other short-term borrowings. See the liquidity section for further information on the preceding borrowings.



Other Debt



Federal Home Loan Bank advances are relatively cost-effective funding sources and provide the Company with the flexibility
to structure borrowings in a manner that aids in the management of interest rate risk and liquidity. Federal Home Loan Bank advances totaled $47.0 million, an increase of $7.0 million over the $40.0 million as of December 31, 2002. The increase in
advances during the year reflects the funding to support investment growth.



Trust Preferred Securities are hybrid securities, which are considered equity for regulatory purposes and debt for financial statement and tax purposes. Trust Preferred Securities offer the benefit of an attractive
floating or fixed rate interest payment which is tax deductible, making the after-tax cost to the issuer less than traditional forms of capital. The $4.0 million debt was effective June 26, 2003 with a stated term of 30 years. Quarterly interest
payments begin September 26, 2003. The debt carries an interest rate of 3-Month LIBOR plus 3.10%, which will reset quarterly on each interest payment date.



Interest Rate Risk



Interest rate risk is the risk to earnings or capital generated by the effects of changes in interest rates on the Companys on- and off-balance
sheet positions, and can take one or more of several forms. Repricing risk comes from timing mismatches in the ability to alter contractual rates earned on financial assets held or paid on interest-bearing liabilities. Basis risk refers to changes
in the underlying relationships between market rates or indices, which result in a narrowing of the spread earned on a loan or investment relative to its cost of funds. Option risk arises from embedded options in many financial
instruments such as interest rate options, loan prepayment options, deposit early withdrawal options, callable Federal Home Loan Bank advances and potential prepayment of the underlying collateral of asset-backed securities. Embedded options are
complex risk positions that are difficult to predict and offset, and are a large component of the overall interest rate risk to the Company.



21



---

##### Table of Contents

The Company has established risk measures, limits, policy guidelines and internal control mechanisms for
managing the overall asset/liability management (ALM) position. The responsibility for interest rate risk control resides with Management, with oversight by the Board of Directors and its Investment Committee. The Company seeks to
balance the return potential of the ALM position against the desire to limit volatility in earnings.



At least quarterly, the Company measures the ALM position using earnings simulation modeling to estimate what assets and liabilities would reprice, and to
what extent, within a one-year period in response to an immediate 200 basis point change in the Prime Rate, as well as in response to more gradual interest rate change. The Companys objective is to keep the change in net interest income over
twelve months at or below 5%, and the change in net income at or below 10%, under an immediate 200 basis point interest rate shock scenario. The model also incorporates managements forecasts for balance sheet growth, noninterest income and
noninterest expense. The interest rate scenarios are used for analytical purposes and do not necessarily represent managements view of future market movements. Rather, these are intended to provide a measure of the degree of volatility
interest rate movements may apply to the earnings of the Company. Modeling the sensitivity of earnings to interest rate risk is highly dependent on numerous assumptions embedded in the simulation model. While the earnings sensitivity analysis
incorporates Managements best estimate of interest rate and balance sheet dynamics under various market rate movements, the actual behavior and resulting earnings impact likely will differ from that projected.



Capital Adequacy



The Companys financial position at June 30, 2003 reflects liquidity and capital levels currently adequate to fund
anticipated near-term business expansion. Capital ratios are in excess of required regulatory minimums for a well-capitalized institution. The adequacy of the Companys capital is reviewed by management on an ongoing basis. Management seeks to
maintain a capital structure adequate to support anticipated asset growth and serve as a cushion to absorb potential losses.



Major capital expenditures planned during 2003 include the construction of the Banks seventh full-service branch in the Lewis-Gale Hospital area.
The branch is currently under construction and is planned to open in the summer of 2003, which will be funded by current operations. Extensive leasehold improvements to the Banks headquarters facility are also currently under construction.



Total shareholders equity increased by $1.6 million
during the first six months of 2003. The increase is attributable to net income for the first six months of $1.3 million, a $233,000 increase in accumulated other comprehensive income, resulting from unrealized gains on investment securities and
$29,000 in proceeds from the exercise of stock options in March of 2003. Exclusive of unrealized gains (losses) on investment securities, shareholders equity was $20.1 million at June 30, 2003 and $18.7 million at December 31, 2002.



For the periods indicated, the Company had the following
risk-based capital and leverage ratios relative to regulatory minimums:



22



---

##### Table of Contents

Capital Ratios



|Ratio    |  | 6/30/03 |   |  | 12/31/02 |   |  | 6/30/02 |   |  | Minimum |  
|-------- |  | ------- | - |  | -------- | - |  | ------- | - |  | ------- | -
|Tier 1   |  | 10.7    | % |  | 9.3      | % |  | 9.4     | % |  | 4       | %
|Total    |  | 11.8    | % |  | 10.3     | % |  | 10.3    | % |  | 8       | %
|Leverage |  | 8.7     | % |  | 7.7      | % |  | 8.1     | % |  | 4       | %



Liquidity



Asset/liability management activities are designed to ensure that adequate
liquidity is available to meet loan demand or deposit outflows and, through the management of the Companys interest sensitivity position, to manage the impact of interest rate fluctuations on net interest income.



Liquidity measures the ability of the Company to meet its maturing
obligations and existing commitments, to withstand fluctuations in deposit levels, to fund its operations and to provide for customers credit needs. Liquidity represents a financial institutions ability to meet present and future
financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds from alternative funding sources.



Cash and due from banks, money market investments, investments available for sale including restricted equity securities, and through management of
investment maturities/prepayments and loan repayments, provide the Companys asset liquidity. The Companys ratio of liquid assets to deposits and short-term borrowings was 23.7% at June 30, 2003 and 18.5% at December 31, 2002. The Company
sells excess funds as overnight federal funds sold to provide an immediate source of liquidity. The Company had federal funds sold of $5.3 million and $4.1 million at June 30, 2003 and December 31, 2002, respectively. During the first six months of
2003, deposit growth in the amount of $25.5 million surpassed loan growth in the amount of $17.0 million. The excess $8.5 million coupled with Federal Home Loan Bank advances in the amount of $7.0 million was used to fund investment purchases in
excess of principal paydowns, sales and calls proceeds of approximately $14.6 million and split dollar life insurance policies on key executives in the amount of $1.2 million. The increase in securities sold under agreements to repurchase in the
amount of $400,000 and proceeds from the trust preferred securities issue in the amount of $4.0 million, contributed to the increase in federal funds sold of $1.2 million and the increase in cash and due from banks in the amount of $3.2 million.



The level of deposits may fluctuate, perhaps significantly so,
due to seasonal cycles of depositing customers and the promotional activities of competitor financial institutions. Similarly, the level of demand for loans may vary significantly and at any given time may increase or decrease substantially.
However, unlike the level of deposits, management has more direct control over lending activities and if necessary can adjust the level of those activities according to the amounts of available funds.



23



---

##### Table of Contents

In addition to asset liquidity, the Company would have liquidity available to it through increasing
certain categories of liabilities. It could purchase overnight federal funds, borrow from correspondent banks, sell securities under a repurchase agreement or obtain advances from the Federal Home Loan Bank. The Bank also has established a credit
line through the discount window of the Federal Reserve Bank of Richmond as an additional source of cash flow. As a result of the Companys management of liquid assets and the ability to generate liquidity through alternative funding sources,
management believes the Company maintains overall liquidity sufficient to meet its depositors requirements and satisfy its customers credit needs.



Impact of Inflation



The Consolidated Financial Statements and Notes thereto presented herein have been prepared in accordance with generally accepted accounting principles,
which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, nearly all
the assets and liabilities of the Company and the Bank are monetary in nature. As a result, interest rates have a greater impact on the Companys performance than do the effects of changes in the general rate of inflation and changes in prices.
In addition, interest rates do not necessarily move in the same direction or in the same magnitude, as do the prices of goods and services. Management seeks to manage the relationship between interest-sensitive assets and liabilities in order to
protect against the effects of wide interest rate fluctuations, including those resulting from inflation.



Recent and Future Accounting Considerations



In May 2003 the Financial Accounting Standards Board (FASB) issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which establishes
standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement dictates certain instruments be classified as liabilities such as 1) a financial instrument issued
in the form of shares that is mandatorily redeemable  that embodies an unconditional obligation requiring the issuer to redeem it by transferring its assets at a specified or determinable date or upon an event that is certain to occur, 2) a
financial instrument, other than an outstanding share, that, at inception, embodies an obligation to repurchase the issuers equity shares, or is indexed to such an obligation, and that requires or may require the issuer to settle the
obligation by transferring assets, and 3) a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by
issuing a variable number of its equity shares. This Statement does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. It also does not affect the classification or measurement of convertible
bonds, puttable stock, or other outstanding shares that are conditionally redeemable. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created
before the issuance date of the Statement and still existing at the beginning of the interim period of adoption. Restatement is not permitted.



24



---

##### Table of Contents

In April 2003 the Financial Accounting Standards Board (FASB) issued Statement No. 149, Amendment
of Statement 133 on Derivative Instruments and Hedging Activities, which amends FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities to amend and clarify financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in other contracts. This Statement improves financial reporting by requiring that contracts with comparable characteristics be accounted for in a similar manner. This
Statement more clearly defines under what circumstances a contract meets the characteristic of a derivative and clarifies when a derivative contains a financing component. The changes in this Statement will result in more consistent reporting of
contracts as either derivatives or hybrid instruments. The provisions of this Statement are effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The provisions of this
Statement that relate to Statement 133 Implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates.



In December 2002 the Financial Accounting Standards Board (FASB) issued
Statement No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123, which amends FASB Statement No. 123, Accounting for Stock-Based Compensation to provide alternative
methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The provisions of this Statement are effective for interim periods beginning after
December 15, 2002 and for fiscal years ending after December 15, 2002



In October 2002, the Financial Accounting Standards Board (FASB) issued Statement No. 147, Acquisitions of Certain Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9, which
removes acquisitions of financial institutions from the scope of both Statement 72 and Interpretation 9. The Statement requires that acquisitions of financial institutions be accounted for under the purchase method of accounting in accordance with
Statement 141, Business Combinations and Statement 142, Goodwill and Other Intangible Assets. Thus, the requirement in paragraph 5 of Statement 72 to recognize (and subsequently amortize) any excess of the fair market value
of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset no longer applies to acquisitions within the scope of this Statement. The provisions of this Statement relating
to the application of the purchase method of accounting are effective for acquisitions initiated on or after October 1, 2002. The provisions of this Statement relating to accounting for intangible assets are effective on October 1, 2002.



In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring). The Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, not at the date of an
entitys commitment to an exit plan. This Statement also establishes that fair value is the objective for initial measurement of the liability. The provisions of this Statement are effective for exit or disposal activities that are initiated
after December 31, 2002.



25



---

##### Table of Contents

In October 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, which supercedes Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. Statement 144 also supercedes
the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business. However, it retains the requirement in Opinion No. 30 to report separately discontinued operations and extends that reporting to a component of an entity that either has been disposed
of either by sale, abandonment, or distribution to owners or is classified as held for sale. Statement 144 carries over many of the fundamental provisions of Statement No. 121. Statement No. 144 is effective for fiscal years beginning after December
15, 2001. The Company adopted the provisions of this Statement effective January 1, 2002, as required. The adoption of the Statement did not have any effect on the Companys financial position, results of operations, or liquidity.



In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 142, Goodwill and Other Intangible Assets, which supercedes APB Opinion No. 17, Intangible Assets. Statement No. 142 addresses how intangible assets that are acquired individually or with a group of other
assets, excluding those acquired in a business combination, should be accounted for in financial statements upon their acquisition as well as after they have been initially recognized in the financial statements. The Statement eliminates the
requirement to amortize goodwill and other intangible assets that have indefinite useful lives, instead requiring the assets be tested at least annually for impairment based on the specific guidance in the Statement. The Company adopted the
provisions of the Statement effective January 1, 2002 as required. The Statement requires a transition impairment test of goodwill and other intangible assets in connection with the initial application of the Statement, with any resultant impairment
losses being recognized as a cumulative effect of a change in accounting principle. The adoption of the Statement did not have any effect on the Companys financial position, results of operations, or liquidity.



In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 141, Business Combinations, which supersedes Accounting Principles Board (APB) Opinion No. 16, Business Combinations, and FASB Statement No. 38, Accounting for Preacquisition Contingencies of Purchased
Enterprises. Statement 141 requires that all business combinations be accounted for by the purchase method of accounting. The purchase method of accounting requires the accounts of an acquired institution to be included with the
acquirers accounts as of the date of acquisition, recognizing any excess of purchase price over the fair value of the net assets acquired as goodwill. The Statement also requires that the assets of an acquired institution be recognized as
assets apart from goodwill if they meet specific criteria presented in the Statement. The provisions of the Statement apply to all business combinations initiated after June 30, 2001.



26



---

##### Table of Contents

In September 2000, the Financial Accounting Standards Board (FASB) issued Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as a replacement for FASB Statement No. 125, which has the same title. Statement No. 140 revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, but it carries over most of the provisions of Statement No. 125 without change. The statement provides accounting and reporting standards for such transactions based upon
consistent application of a financial components approach, which focuses on control. Under this approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred,
de-recognizes financial assets when control has been surrendered, and de-recognizes liabilities when extinguished.



Statement No. 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. The
Statement is effective for recognition and reclassification of collateral for fiscal years ending after December 15, 2000. The adoption of Statement No. 140 on January 1, 2001 did not have any effect on the Companys consolidated financial
position, results of operation or liquidity.



In June 1998, the
Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. Statement 133 established standards for accounting and reporting for
derivative instruments, including certain instruments embedded in other contracts and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The Statement requires that changes in a derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a
derivatives gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting.



Statement 133 shall be effective for all fiscal quarters of
all fiscal years beginning after June 15, 2000. Initial application of this Statement shall be as of the beginning of an entitys fiscal quarter. Earlier application of all of the provisions of this Statement is encouraged but is permitted only
as of the beginning of any fiscal quarter that begins after issuance of this Statement. Earlier application of selected provisions of this Statement is not permitted. This Statement shall not be applied retroactively to financial statements of prior
periods. Adoption of Statement 133 on January 1, 2000 did not have any effect on the Banks consolidated financial position, results of operation or liquidity.



27



---

##### Table of Contents

Item 3. Controls and Procedures.



Within 90 days
prior to the date of this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, including internal controls and procedures for financial reporting. Our principal executive
officer and principal financial officer supervised this evaluation and concluded that our disclosure controls and procedures are effective. Subsequent to this evaluation, (i) there have not been any significant changes to our internal controls or
other factors that could significantly affect our disclosure controls or procedures and (ii) we have not taken any corrective actions with respect to our disclosure controls and procedures to correct any significant deficiencies or weaknesses.



The design of any system of controls is based in part upon certain assumptions
about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goal under every potential condition, regardless of how remote. In addition, the operation of any system of controls and procedures
is dependent upon the employees responsible for executing it. While we have evaluated the operation of our disclosure controls and procedures and found them effective, there can be no assurance that they will succeed in every instance to achieve
their objective.



28



---

##### Table of Contents

PART II. OTHER INFORMATION



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



The Company held its 2003 Annual Meeting of Shareholders on April 23, 2003, at which meeting four Class C directors were re-elected to new three-year terms. The following table indicates the total votes in favor of,
and withheld from voting on, the re-election of each nominee, and provides certain information with respect to those directors not standing for re-election whose term of office continued past the 2003 Annual Meeting of Shareholders:



|DIRECTOR NAME         |  | TERM OF OFFICE |  | AFFIRMATIVE VOTES |  | VOTES WITHHELD
|--------------------- |  | -------------- |  | ----------------- |  | --------------
|Class A Directors     |  |                |  |                   |  |               
|Eddie F. Hearp        |  | 2001-2004      |  |                   |  |               
|Anna L. Lawson        |  | 2001-2004      |  |                   |  |               
|John W. Starr, M.D.   |  | 2001-2004      |  |                   |  |               
|Michael E. Warner     |  | 2001-2004      |  |                   |  |               
|Class B Directors     |  |                |  |                   |  |               
|Abney S. Boxley, III  |  | 2002-2005      |  |                   |  |               
|William D. Elliot     |  | 2002-2005      |  |                   |  |               
|Barbara B. Lemon      |  | 2002-2005      |  |                   |  |               
|Ward W. Stevens, M.D. |  | 2002-2005      |  |                   |  |               
|Class C Directors     |  |                |  |                   |  |               
|Ellis L. Gutshall     |  | 2003-2006      |  | 1,554,202         |  | 2,362         
|Mason Haynesworth     |  | 2003-2006      |  | 1,553,415         |  | 3,149         
|A. Wayne Lewis        |  | 2003-2006      |  | 1,554,202         |  | 2,362         
|George W. Logan       |  | 2003-2006      |  | 1,554,202         |  | 2,362         



29



---

##### Table of Contents

Item 5. Other Information.



None.



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



|(a) |  | The Company filed the following exhibits for the quarter ended June 30, 2003:
|--- |  | -----------------------------------------------------------------------------



|Exhibits: |  |                                                                                                                                                                                                                                                                                        
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|3.1       |  | Articles of Incorporation (incorporated herein by reference to Exhibit No. 3.1 of Registration Statement No. 33-77568, on form S-1, as amended).                                                                                                                                       
|          | 
|3.2       |  | Bylaws (incorporated herein by reference to Exhibit No. 3.2 of Registration Statement No. 33-77568, on form S-1, as amended).                                                                                                                                                          
|          | 
|*10.2     |  | Employment Agreement dated April 8, 1994, by and between the Company and A. Wayne Lewis (incorporated herein by reference to Exhibit No. 10.2 of Registration Statement No.
33-77568, on Form S-1, as amended).                                                                        
|          | 
|*10.3     |  | Severance Agreement dated December 19, 1996, by and between the Company and Ellis L. Gutshall (incorporated herein by reference to Exhibit No. 10.3 of Form 10-KSB filed March 27,
1997, File No. 33-77568).                                                                           
|          | 
|*10.4     |  | Stock Option Agreement dated December 19, 1996, by and between the Company and Ellis L. Gutshall (incorporated herein by reference to Exhibit No. 10.4 of Form 10-KSB filed March
27, 1997, File No. 33-77568).                                                                        
|          | 
|10.5      |  | Office Lease dated February 28, 1994, by and between First Federal Building, L.C. and Valley Financial Enterprises, L.C. (incorporated herein by reference to Exhibit No. 10.5 of
Registration Statement No. 33-77568, on Form S-1, as amended).                                       
|          | 
|10.10     |  | First amendment dated August 5, 1994, to the Office Lease dated February 28, 1994, by and between First Federal Building, L.C. and Valley Financial Enterprises, L.C. (incorporated
herein by reference to Exhibit No. 10.10 of Form 10-K filed March 30, 1995, File No. 33-77568).    
|          | 
|10.l2     |  | Second amendment dated December 14, 1994, to the Office Lease dated February 28, 1994, by and between First Federal Building, L.C. and Valley Financial Enterprises, L.C.
(incorporated herein by reference to Exhibit No. 10.12 of Form 10-K filed March 30, 1995, File No. 33-77568).
|          | 
|10.13     |  | Lease agreement for office space dated September 20, 1996, by and between Valley Bank, N.A. and Betty J. Burrows (incorporated herein by reference to Exhibit No. 10.13 of Form
10-KSB filed March 27, 1997, File No. 33-77568).                                                       



30



---

##### Table of Contents

|       | 
|------ | 
|*10.6  | 
|       | 
|*10.7  | 
|       | 
|*10.14 | 
|       | 
|*10.15 | 
|       | 
|11     | 
|       | 
|31.1   | 
|       | 
|31.2   | 
|       | 
|32.1   | 
|       | 
|32.2   | 

---

|* |  | Management contract or compensatory plan or agreement required to be filed as an Exhibit to this Form 10-QSB pursuant to Item 13(a).
|- |  | ------------------------------------------------------------------------------------------------------------------------------------



|(b) |  | Reports on Form 8-K filed during the last quarter of the period covered by this report:
|--- |  | ---------------------------------------------------------------------------------------



The Company filed two reports on Form 8-K during the quarter ended June 30, 2003. The first report, dated April 28, 2003,
reported the Companys consolidated financial results for the quarter ended March 31, 2003. The second report, dated May 15, 2003, reported that Valley Financial Corporation furnished to the Securities and Exchange Commission the certification
of its Chief Executive Officer and its Chief Financial Officer with respect to Form 10-QSB for the period ended March 31, 2003 as required by the Sarbanes-Oxley Act of 2002.



31



---

##### Table of Contents

SIGNATURES



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



|                | 
|--------------- | 
|                | 
|                | 
|August 14, 2003 | 
|Date            | 
|                | 
|August 14, 2003 | 
|Date            | 





32



---

##### Table of Contents

INDEX TO EXHIBITS



|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                             |  | PageNumber
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|              |  |                                                                                                                                                                                                                                                                                        
|3.1           |  | Articles of Incorporation (incorporated herein by reference to Exhibit No. 3.1 of Registration Statement No. 33-77568, on Form S-1, as amended).                                                                                                                                        |  |           
|              |  |                                                                                                                                                                                                                                                                                        
|3.2           |  | Bylaws (incorporated herein by reference to Exhibit No. 3.2 of Registration Statement No. 33-77568, on Form S-1, as amended).                                                                                                                                                           |  |           
|              |  |                                                                                                                                                                                                                                                                                        
|10.2          |  | Employment Agreement dated April 8, 1994, by and between the Company and A. Wayne Lewis (incorporated herein by reference to Exhibit No. 10.2 of Registration Statement No.
33-77568, on Form S-1, as amended).                                                                         |  |           
|              |  |                                                                                                                                                                                                                                                                                        
|10.3          |  | Severance Agreement dated December 19, 1996, by and between the Company and Ellis L. Gutshall (incorporated herein by reference to Exhibit No. 10.3 of Form 10-KSB filed March 27,
1997, File No. 33-77568).                                                                            |  |           
|              |  |                                                                                                                                                                                                                                                                                        
|10.4          |  | Stock Option Agreement dated December 19, 1996, by and between the Company and Ellis L. Gutshall (incorporated herein by reference to Exhibit No. 10.4 of Form 10-KSB filed March
27, 1997, File No. 33-77568).                                                                         |  |           
|              |  |                                                                                                                                                                                                                                                                                        
|10.5          |  | Office Lease dated February 28, 1994, by and between First Federal Building, L.C. and Valley Financial Enterprises, L.C. (incorporated herein by reference to Exhibit No. 10.5 of
Registration Statement No. 33-77568, on Form S-1, as amended).                                        |  |           
|              |  |                                                                                                                                                                                                                                                                                        
|10.10         |  | First amendment dated August 5, 1994, to the Office Lease dated February 28, 1994, by and between First Federal Building, L.C. and Valley Financial Enterprises, L.C. (incorporated
herein by reference to Exhibit No. 10.10 of Form 10-K filed March 30, 1995, File No. 33-77568).     |  |           
|              |  |                                                                                                                                                                                                                                                                                        
|10.12         |  | Second amendment dated December 14, 1994, to the Office Lease dated February 28, 1994, by and between First Federal Building, L.C. and Valley Financial Enterprises, L.C.
(incorporated herein by reference to Exhibit No. 10.12 of Form 10-K filed March 30, 1995, File No. 33-77568). |  |           



33



---

##### Table of Contents

|      |  |                                                                                                                                                                                                                                   
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13 |  | Lease agreement for office space dated September 20, 1996, by and between Valley Bank, N.A. and Betty J. Burrows (incorporated herin by reference to Exhibit No. 10.13 of Form
10-KSB filed March 27, 1997, File No. 33-77568).   
|      |  |                                                                                                                                                                                                                                   
|10.6  |  | Severance agreement dated February 9, 1998, by and between the Company and J. Randall Woodson (incorporated herein by reference to Exhibit 10.6 of Form 10-KSB filed March 30,
2000, File No. 33-77568).                          
|      |  |                                                                                                                                                                                                                                   
|10.7  |  | Employment agreement dated September 21, 2000, by and between the Company and Ellis L. Gutshall (incorporated herein by reference to Exhibit 10.2 of Form SB-2, filed September 27,
2000, and Form SB-2/A filed October 25, 2000).
|      |  |                                                                                                                                                                                                                                   
|10.14 |  | Valley Bank Supplemental Retirement Plan effective January 1, 2002 (incorporated herein by reference to Exhibit 10.14 of Form 10-QSB filed May 15, 2002, File No.
33-77568).                                                      
|      |  |                                                                                                                                                                                                                                   
|10.15 |  | Employment agreement dated August 26, 2002, by and between the Company and J. Randall Woodson (incorporated herein by reference to Exhibit 10.15 of Form 10-QSB filed November 14,
2002, File No. 33-77568).                      
|      |  |                                                                                                                                                                                                                                   
|11    |  | Statement re Computation of Earnings per Share (filed herewith as Note 5).                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                   
|31.1  |  | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                 
|      |  |                                                                                                                                                                                                                                   
|31.2  |  | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                 
|      |  |                                                                                                                                                                                                                                   
|32.1  |  | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                  
|      |  |                                                                                                                                                                                                                                   
|32.2  |  | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                  



34