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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from ____________ to _____________

Commission file number:  0-30535

GRAYSON BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

(276) 773-2811

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  __X__    No  _____

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

1,718,968 shares of Common Stock, par value

$1.25 per share, outstanding as of November 10, 2004.

PART I     FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Balance Sheets—September 30, 2004

and December 31, 2003

3

Consolidated Statements of Income—Nine Months Ended

September 30, 2004 and 2003

4

Consolidated Statements of Income—Three Months Ended

September 30, 2004 and 2003

5

Consolidated Statements of Stockholders’ Equity—Nine Months

Ended September 30, 2004 and Year Ended December 31, 2003

6

Consolidated Statements of Cash Flows—Nine Months Ended

September 30, 2004 and 2003

7

Notes to Consolidated Financial Statements

8

Item 2.  Management’s Discussion and Analysis of Financial Condition

and Results of Operations

10

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

13

Item 4.  Controls and Procedures

14

PART II    OTHER INFORMATION

Item 1.  Legal Proceedings

15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.  Defaults Upon Senior Securities

15

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

15

Item 5.  Other Information

15

Item 6.  Exhibits

15

Signatures

16

2

Part I:  Financial Information

Item 1:  Financial Statements

Grayson Bankshares, Inc. and Subsidiary

Consolidated Balance Sheets

September 30, 2004 and December 31, 2003

3

Grayson Bankshares, Inc. and Subsidiary

Consolidated Statements of Income

For the Nine Months ended September 30, 2004 and 2003

4

Grayson Bankshares, Inc. and Subsidiary

Consolidated Statements of Income

For the Three Months ended September 30, 2004 and 2003

5

Grayson Bankshares, Inc. and Subsidiary

Consolidated Statements of Stockholders’ Equity

For the Nine Months ended September 30, 2004 (unaudited) and the Year ended December 31, 2003 (audited)

 Accumulated

  Other

Common Stock

  Retained

Comprehensive

  Shares

  Amount

  Surplus

  Earnings

 Income (Loss)       

Total

Balance, December 31, 2002

1,718,968

$

2,148,710

$

521,625

$

19,967,611

$

591,571

$

23,229,517

Comprehensive income

Net income

-

-

-

3,338,559

-

3,338,559

Net change in unrealized

appreciation on investment

securities available for

sale, net of taxes of $(127,918)  

-

-

-

-

 (248,312)

(248,312)

Total comprehensive income

3,090,247

Dividends paid

($1.00 per share)

-

-

-

(1,718,968)

-

    (1,718,968)

Balance, December 31, 2003

 1,718,968

2,148,710

521,625

21,587,202

343,259

24,600,796

   Comprehensive income

Net income

-

-

-

2,474,651

-

2,474,651

Net change in unrealized

appreciation on investment

securities available for

sale, net of taxes of $(165,613)

-

-

-

-

(321,485)

(321,485)

Total comprehensive income

2,153,166

Dividends paid

    ($.39 per share)

-

-

-

(670,398)

-

    (670,398)

Balance, September 30, 2004

 1,718,968

$2,148,710

$ 521,625

$     

23,391,455

$           

21,774

$    

26,083,564

See Notes to Consolidated Financial Statements.

6

Grayson Bankshares, Inc. and Subsidiary

Consolidated Statements of Cash Flows

For the Nine Months ended September 30, 2004 and 2003

Nine Months Ended

September 30,

2004

2003

         (Unaudited)         (Unaudited)

Cash flows from operating activities:

Net income       

$

2,474,651

$

2,658,618

Adjustments to reconcile net income       

to net cash provided by operations:

Depreciation and amortization

412,500

285,000

Provision for loan losses

285,000

290,000

Deferred income taxes     

207,000

(4,000)

Net realized gains on securities

(38,643)

(905,810)

Accretion of discount on securities, net of

amortization of premiums

182,101

181,545

Deferred compensation

5,513

7,891

Changes in assets and liabilities:

Cash value of life insurance

(180,000)

(180,000)

Accrued income

(6,445)

(337,607)

Other assets

(756,269)

(89,658)

Accrued interest payable

268,469

393,800

Other liabilities

(133,845)

149,286

Net cash provided by operating activities       

2,720,032

2,449,065

Cash flows from investing activities:

Net decrease in federal funds sold

6,925,180

4,606,705

Purchases of investment securities

(14,020,765)

(22,817,973)

Sales of investment securities

16,787,021

11,449,464

Maturities of investment securities

4,369,127

8,493,934

(Purchases) sales of restricted equity securities                  

129,600

(236,300)

Net increase in loans                  

(18,265,685)

(16,938,246)

Purchases of property and equipment, net of sales

(904,514)

(1,900,001)

Net cash used in investing activities

(4,980,036)

(17,342,417)

Cash flows from financing activities:

Net increase in demand,

savings and NOW deposits

1,904,224

10,372,751

Net increase (decrease) in time deposits

(3,585,633)

1,757,525

Dividends paid

(670,398)

(618,828)

Net increase in other borrowings

2,000,000

                -

Net cash (used in) provided by financing activities

(351,807)

11,511,448

Net (decrease) in cash and cash equivalents

(2,611,811)

(3,381,904)

Cash and cash equivalents, beginning

11,748,140

11,265,444

Cash and cash equivalents, ending

$          

9,136,329

$        

7,883,540

Supplemental disclosure of cash flow information:

Interest paid

$        

3,093,441

$        

4,002,296

Taxes paid

$          

638,995

$          

1,129,001

See Notes to Consolidated Financial Statements.

7

Grayson Bankshares, Inc. and Subsidiary

Notes to Consolidated Financial Statements

Note 1.  Organization and Summary of Significant Accounting Policies

Organization

Grayson Bankshares, Inc. (the “Company”) was incorporated as a Virginia corporation on February 3, 1992 to acquire the stock of The Grayson National Bank (the “Bank”).  The Bank was acquired by the Company on July 1, 1992.

The Bank was organized under the laws of the United States in 1900 and currently serves Grayson County, Virginia and surrounding areas through seven banking offices.  As an FDIC insured, national banking association, the Bank is subject to regulation by the Comptroller of the Currency.  The Company is regulated by the Federal Reserve.

The consolidated financial statements at September 30, 2004 and for the periods ended September 30, 2004 and 2003 included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  In the opinion of management, the information furnished in the interim consolidated financial statements reflects all adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, changes in stockholders’ equity and cash flows for such interim periods.  Management believes that all interim period adjustments are of a normal recurring nature.  These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto as of December 31, 2003, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.  The results of operations for the nine month and three month periods ended September 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year.

The accounting and reporting policies of the Company and the Bank follow generally accepted accounting principles and general practices within the financial services industry.  

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and the Bank, which is wholly owned.  All significant intercompany transactions and balances have been eliminated in consolidation.

Note 2.  Allowance for Loan Losses

The following is an analysis of the allowance for loan losses for the nine months ended September 30, 2004 and 2003.

2004

2003

Balance, beginning

$

2,395,387

$

2,189,028

Provision charged to expense

285,000

290,000

Recoveries of amounts charged off

83,600

38,300

Amounts charged off

(224,335)

(231,437)

Balance, ending

$     

2,539,652

$     

2,285,891

Note 3.  Income Taxes

A reconciliation of income tax expense computed at the statutory federal income tax rate to income tax expense included in the statements of income for the nine months ended September 30, 2004 and 2003 follows:

2004

2003

Tax at statutory federal rate

$

1,149,421

$

1,259,910

Tax exempt interest income

(134,668)

(139,328)

Other tax exempt income

(121,839)

(96,900)

Other

13,086

23,318

$         

906,000

$      

1,047,000

8

Grayson Bankshares, Inc. and Subsidiary

Notes to Consolidated Financial Statements

Note 4.  Commitments and Contingencies

Financial Instruments with Off-Balance-Sheet Risk

The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and standby letters of credit.  These instruments involve, to varying degrees, credit risk in excess of the amount recognized in the consolidated balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments.  A summary of the Bank’s commitments outstanding at September 30, 2004 and 2003 is as follows:

2004

2003

Commitments to extend credit

$

9,224,530

$

9,209,224

Standby letters of credit

                    -

                  -

$     

9,224,530

$     

9,209,224

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the party.  Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Those guarantees are primarily issued to support public and private borrowing arrangements.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances that the Bank deems necessary.

9

Part I:  Financial Information

Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion provides information about the major components of the results of operations and financial condition of the Company.  This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this report.

Critical Accounting Policies

For a discussion of the Company’s critical accounting policies, including its allowance for loan losses, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Results of Operations

Total interest income increased by $267,655 for the quarter ended September 30, 2004 compared to the amount for the quarter ended September 30, 2003, while interest expense on deposits and other borrowings decreased by $280,482 over the same period.  The increase in interest income is primarily attributable to an increase in average loans outstanding, while the decrease in interest expense came as a result of the general decreases in interest rates that have occurred over the past year.  The result was an increase in net interest income of $548,137 or 25.98% when comparing the third quarters of 2004 and 2003.  

Non-interest income was down $508,191 in the third quarter of 2004 compared to the amount for the third quarter of 2003.  This decrease was due to a non-recurring gain of approximately $520,000 that was realized in the termination of an interest rate swap in the third quarter of 2003.    

The provision for credit losses was $105,000 for the quarter ended September 30, 2004 and $110,000 for the same quarter in 2003.  The reserve for loan losses at September 30, 2004 was approximately 1.29% of total loans.  Management believes the provision and the resulting allowance for loan losses are adequate.

Non-interest expense increased by $179,077, or 11.52%, for the quarter ended September 30, 2004 compared to the amount for the quarter ended September 30, 2003.  Increases in salaries and employee benefits came as a result of employee additions as well as cost increases for employee medical benefits and defined-benefit retirement plans.  Increases in occupancy, equipment and other expenses came as a result of branching activity in 2003.  

The increase in net interest income was offset by the decrease in other income and increases in other expense, resulting in an overall decrease in net income before taxes of $134,131, or 10.67%, for the quarter ended September 30, 2004, compared to the same quarter in 2003.  Income tax expense decreased by $60,000 and net income decreased by $74,131, or 8.23%, to $825,854 for the third quarter of 2004 compared to net income of $899,985 for the same period in 2003.  

For the nine months ended September 30, 2004, total interest income increased by $525,646 compared to the amount for the nine-month period ended September 30, 2003, while interest expense decreased by $1,034,186 over the same period.  This resulted in an increase in net interest income of $1,559,832, or 25.78%.  As stated above, the increase in interest income was the result of an increase in average loans outstanding while the decrease in interest expense came as a result of general decreases in interest rates.

10

Part I:  Financial Information

Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-interest income was down $1,098,316 for the nine-month period ended September 30, 2004 compared to the amount for the same period in 2003.  The decrease in other income was due to non-recurring securities gains of approximately $870,000 that were recognized in the first quarter of 2003 combined with a non-recurring gain of approximately $520,000 from the termination of an interest rate swap recognized in the second quarter of 2003.  This decrease was partially offset by a non-recurring gain on termination of an interest rate swap of $220,000 that was recognized in the second quarter of 2004.  Excluding the effects of these non-recurring transactions, other income increased by approximately $71,000 in the first nine months of 2004, compared to the amount for the same period in 2003.

Normal cost increases, combined with the aforementioned costs of salaries, benefits, and branching activities resulted in an overall increase in non-interest expense of $791,483 for the first nine months of 2004 compared to the amount for the first nine months of 2003.  Overall, the increase in net interest income was offset by the decrease in other income and the increase in other expense to result in a decrease in net income of $183,967, or 6.92%, for the nine-month period ended September 30, 2004 compared to the nine-month period ended September 30, 2003.  

Financial Condition

Total assets increased by $1,941,496, or 0.74%, from December 31, 2003 to September 30, 2004.  Net loans increased by $17,980,685, federal funds sold decreased by $6,925,180, and investment securities decreased by $7,765,939.

Total deposits decreased by $1,681,409, or 0.74%, from December 31, 2003 to September 30, 2004.  Federal Home Loan Bank (the “FHLB”) advances increased by $2,000,000, to $12,000,000 at September 30, 2004 compared to $10,000,000 at December 31, 2003.  

Stockholders’ equity totaled $26,083,564 at September 30, 2004 compared to $24,600,796 at December 31, 2003.  The $1,482,768 increase was the result of earnings for the nine months ended September 30, 2004 combined with a decrease in the market value of securities classified as available for sale of $321,485, less the payment of dividends of $670,398.

Regulatory guidelines relating to capital adequacy provide minimum risk-based ratios at the Bank level which assess capital adequacy while encompassing all credit risks, including those related to off-balance sheet activities.  The Bank exceeds all regulatory capital guidelines and is considered to be well capitalized.

Liquidity and Capital Resources

Federal fund lines available from correspondent banks totaled $10,146,000 at September 30, 2004.  No balances were outstanding on these lines at September 30, 2004, or December 31, 2003.  Borrowings from the FHLB totaled $10,000,000 at December 31, 2003 and $12,000,000 at September 30, 2004.  The remaining unused credit line from the FHLB as of September 30, 2004 is approximately $27,500,000.  

The liquidity ratio (the level of liquid assets divided by total deposits plus short-term liabilities) was 20.8% at September 30, 2004 and 28.9% at December 31, 2003.  These ratios are considered to be adequate by management.

The Bank uses cash and federal funds sold to meet its daily funding needs.  If funding needs are met through holdings of excess cash and federal funds, then profits might be sacrificed as higher-yielding investments are foregone in the interest of liquidity.  Therefore management determines, based on such items as loan demand and deposit activity, an appropriate level of cash and federal funds and seeks to maintain that level.  

11

Part I:  Financial Information

Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Bank’s investment security portfolio also serves as a source of liquidity.  The primary goals of the investment portfolio are liquidity management and maturity gap management.  As investment securities mature the proceeds are reinvested in federal funds sold if the federal funds level needs to be increased, otherwise the proceeds are reinvested in similar investment securities.  The majority of investment security transactions consists of replacing securities that have been called or matured.  The Bank keeps a significant portion of its investment portfolio in unpledged assets that are less than 24 months to maturity.  These investments are a preferred source of funds in that they can be disposed of in any interest rate environment without causing significant damage to that quarter’s profits.

Forward-Looking Statements

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

12

Part I:  Financial Information

Item 3:  Quantitative and Qualitative Disclosures about Market Risk

The principal goals of the Bank’s asset and liability management strategy are the maintenance of adequate liquidity and the management of interest rate risk.  Liquidity is the ability to convert assets to cash to fund depositors’ withdrawals or borrowers’ loans without significant loss.  Interest rate risk management balances the effects of interest rate changes on assets that earn interest or liabilities on which interest is paid, to protect the Bank from wide fluctuations in its net interest income which could result from interest rate changes.  

Management must ensure that adequate funds are available at all times to meet the needs of its customers.  On the asset side of the balance sheet, maturing investments, loan payments, maturing loans, federal funds sold, and unpledged investment securities are principal sources of liquidity.  On the liability side of the balance sheet, liquidity sources include core deposits, the ability to increase large denomination certificates, federal fund lines from correspondent banks, borrowings from the FHLB and the Federal Reserve Bank, as well as the ability to generate funds through the issuance of long-term debt and equity.

Interest rate risk is the effect that changes in interest rates would have on interest income and interest expense as interest-sensitive assets and interest-sensitive liabilities either reprice or mature.  Management attempts to maintain the portfolios of interest-earning assets and interest-bearing liabilities with maturities or repricing opportunities at levels that will afford protection from erosion of net interest margin, to the extent practical, from changes in interest rates.  

The Bank uses a number of tools to manage its interest rate risk, including simulating net interest income under various scenarios, monitoring the present value change in equity under the same scenarios, and monitoring the difference or gap between rate sensitive assets and rate sensitive liabilities over various time periods.

The earnings simulation model forecasts annual net income under a variety of scenarios that incorporate changes in the absolute level of interest rates, changes in the shape of the yield curve and changes in interest rate relationships.  Management evaluates the effect on net interest income from gradual changes in the Prime Rate of up to 300 basis points up or down over a 12-month period.  The current model indicates that an increase in rates of 300 basis points over the next twelve months would result in a decrease in net interest income of $582,000, or 5.44%, while a similar decrease in rates would result in an increase in net interest income of $257,000, or 2.40%.  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 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.

Additional qualitative information about interest rate risk is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.  There have not been any material changes since December 31, 2003.

13

Part I:  Financial Information

Item 4:  Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, the Company’s President and Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company and the Bank required to be included in our periodic filings with the Securities and Exchange Commission.

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

14

Part II:  Other Information

Item 1.

Legal Proceedings

There are no pending legal proceedings to which the Company or the Bank is a party or of which any of their property is subject.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3.  Defaults Upon Senior Securities

Not applicable

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

None

Item 5.  Other Information

None

Item 6.  Exhibits

31.1

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

31.2

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

32.1

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

15

SIGNATURES

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

GRAYSON BANKSHARES, INC.

Date:  November 12, 2004

By:   /s/ Jacky K. Anderson

Jacky K. Anderson

President and CEO

By:   /s/ Blake M. Edwards

Blake M. Edwards

Chief Financial Officer

16

Exhibit Index

Exhibit No.

Description

31.1

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

31.2

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

32.1

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