<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1996
-------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-16181
-------
ABC BANCORP
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1456434
------------------------------- -------------------
(State of incorporation) (IRS Employer ID No.)
310 FIRST STREET, SE MOULTRIE, GA 31768
------------------------------------------
(Address of principal executive offices)
(912) 890-1111
---------------------------
(Registrant's telephone number)
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
--- ---
THERE WERE 4,000,932 SHARES OF COMMON STOCK OUTSTANDING AS OF JUNE 30, 1996.
1
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ABC BANCORP
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item Page
- ----- ----
1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 8
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II - OTHER INFORMATION
3. Submission of Matters to a Vote of
Securities Holders 15
6. Exhibits and Reports on Form 8-K 16
Signatures 19
2
<PAGE>
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
30-Jun-96
(Dollars in Thousands)
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30 Dec 31
1996 1995
------------ ------------
<S> <C> <C>
Assets
Cash and due from banks $19,590 $23,612
Securities available for sale, at fair value 55,220 39,991
Securities held to maturity, at cost
(fair value $21,944 and $10,462, respectively) 22,335 10,269
Federal funds sold 8,690 41,025
Loans 322,084 214,251
Less allowance for loan losses 5,724 4,272
------------ ------------
Loans, net 316,360 209,979
------------ ------------
Premises and equipment, net 10,066 6,942
Other assets 19,484 9,687
------------ ------------
$451,745 $341,505
=========== ===========
Liabilities and Stockholders' Equity
Deposits
Noninterest-bearing demand $52,502 $58,430
Interest-bearing demand 83,326 71,833
Savings 31,829 22,318
Time, $100,000 and over 49,632 37,773
Other time 163,805 110,634
------------ ------------
Total deposits 381,094 300,988
------------ ------------
Securities sold under repurchase agreements
and other borrowings 27,146 3,487
Other liabilities 2,298 3,095
------------ ------------
Total liabilities 410,538 307,570
------------ ------------
Stockholders' equity
Common stock, par value $1; 15,000,000 shares
authorized, 4,000,932 and 3,597,074 shares issued,
respectively 4,001 3,597
Capital surplus 22,537 16,826
Retained earnings 16,824 14,918
Unrealized gains (losses) on securities available
for sale, net of taxes (600) 149
------------ ------------
42,762 35,490
Less cost of 217,882 shares acquired for the treasury (1,555) (1,555)
------------ ------------
Total stockholders' equity 41,207 33,935
------------ ------------
$451,745 $341,505
=========== ===========
See Note to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Interest income
Interest and fees on loans $6,638 $5,618
Interest on taxable securities 691 556
Interest on nontaxable securities 165 136
Interest on deposits in other banks - - 33
Interest on Federal funds sold 185 261
------------ ------------
7,679 6,604
------------ ------------
Interest expense
Interest on deposits 2,944 2,548
Interest on securities sold under repurchase
agreements and other borrowings 100 78
------------ ------------
3,044 2,626
------------ ------------
Net interest income 4,635 3,978
Provision for loan losses 228 180
------------ ------------
Net interest income after provision for loan losses 4,407 3,798
------------ ------------
Other income
Service charges on deposit accounts 718 625
Other service charges, commisions and fees 173 124
Other 22 44
------------ ------------
913 793
------------ ------------
Other expense
Salaries and employee benefits 1,830 1,586
Equipment expense 298 272
Occupancy expense 206 231
Amortization of intangible assets 79 80
Data processing fees 95 100
Directors fees 102 127
FDIC premiums 3 146
Other operating expenses 742 527
------------ ------------
3,355 3,069
------------ ------------
Income before income taxes 1,965 1,522
Applicable income taxes 617 492
------------ ------------
Net income $1,348 $1,030
=========== ===========
Income per common share $0.39 $0.31
=========== ===========
Average shares outstanding 3,423,398 3,352,525
=========== ===========
</TABLE>
See Note to Consolidated Financial Statements.
4
<PAGE>
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Interest income
Interest and fees on loans $12,510 $10,793
Interest on taxable securities 1,359 1,072
Interest on nontaxable securities 298 269
Interest on deposits in other banks 51
Interest on Federal funds sold 562 575
------------ ------------
14,729 12,760
------------ ------------
Interest expense
Interest on deposits 5,853 4,839
Interest on securities sold under repurchase
agreements and other borrowings 131 135
------------ ------------
5,984 4,974
------------ ------------
Net interest income 8,745 7,786
Provision for loan losses 407 360
------------ ------------
Net interest income after provision for loan losses 8,338 7,426
------------ ------------
Other income
Service charges on deposit accounts 1,386 1,228
Other service charges, commisions and fees 407 353
Other 47 99
------------ ------------
1,840 1,680
------------ ------------
Other expense
Salaries and employee benefits 3,500 3,105
Equipment expense 568 550
Occupancy expense 413 462
Amortization of intangible assets 159 159
Data processing fees 441 185
Directors fees 151 155
FDIC premiums 6 291
Other operating expenses 1,135 1,162
------------ ------------
6,373 6,069
------------ ------------
Income before income taxes 3,805 3,037
Applicable income taxes 1,222 979
------------ ------------
Net income $2,583 $2,058
=========== ===========
Income per common share $0.76 $0.61
=========== ===========
Average shares outstanding 3,401,382 3,352,525
=========== ===========
</TABLE>
See Note to Consolidated Financial Statements.
5
<PAGE>
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES 1996 1995
------------ -----------
Net income $2,583 $2,058
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 462 412
Provision for loan losses 407 360
Amortization of intangible assets 159 159
Other prepaids, deferrals and accruals, net (3,794) (1,908)
Total adjustments (2,766) (977)
----------- -----------
Net cash provided by operating activities (183) 1,081
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of securities held
to maturity 14,907 5,866
Purchase of securities available for sale - - (6,703)
Purchase of securities held to maturity (18,008) - -
(Increase)decrease in Federal funds sold 32,335 10,982
(Increase) decrease in loans (26,847) (16,510)
Purchase of premises and equipment (732) (396)
Merger accounted for as a purchase (4,705) - -
Acquisition costs associated with merger (225) - -
----------- -----------
Net cash provided by (used in) investing activities (3,275) (6,761)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (11,422) 1,777
Net increase (decrease) in repurchase
agreements 7,534 (2,107)
Increase (decrease) of long-term debt 4,000 6,774
Dividends paid (676) (503)
------------ -----------
Net cash provided by (used in) financing activities (564) 5,941
------------ ------------
</TABLE>
6
<PAGE>
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30 1996 AND 1995
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
1996 1995
---------- -----------
<S> <C> <C>
Net increase (decrease) in cash and due from banks (4,022) 261
Cash and due from banks at beginning of year 23,612 20,089
---------- -----------
Cash and due from banks at end of quarter $19,590 $20,350
========== ===========
</TABLE>
See Note to Consolidated Financial Statements.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of ABC Bancorp and subsidiaries ("the
Company") conform to generally accepted accounting principles and to general
practices within the banking industry. The interim consolidated financial
statements included herein are unaudited, but reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the
consolidated financial position and results of operations for the interim
periods presented. All adjustments reflected in the interim financial
statements are of a normal, recurring nature. Such financial statements should
be read in conjunction with the financial statements and notes thereto and the
report of independent auditors included in the Company's Form 10-K Annual Report
for the year ended December 31, 1995. The results of operations for the six
months ended June 30, 1996 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2. STOCKHOLDERS' EQUITY
As of July 17, 1995, a 4-for-3 stock split in the form of a Common Stock
dividend on the outstanding shares of the Company's Common Stock became
effective. Fractional shares were paid in cash. All per share information
reflects retroactively this stock split.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Liquidity management involves the matching of the cash flow
requirements of customers, who may be either depositors desiring to withdraw
funds or borrowers needing assurance that sufficient funds will be available to
meet their credit needs, and the ability of ABC Bancorp and its subsidiaries
(the "Company") to meet those needs. The Company strives to maintain an
adequate liquidity position by managing the balances and maturities of interest-
earning assets and interest-bearing liabilities so that the balance it has in
short-term investments (Federal funds sold) at any given time will adequately
cover any reasonably anticipated immediate need for funds. Additionally, the
subsidiary banks (the "Banks") maintain relationships with correspondent banks
which could provide funds to them on short notice, if needed.
The liquidity and capital resources of the Company is monitored on a
periodic basis by state and Federal regulatory authorities. As determined under
guidelines established by these regulatory authorities, the Banks' liquidity
ratios at June 30, 1996 were considered satisfactory. At that date, the Banks'
Federal funds sold were adequate to cover any reasonably anticipated immediate
need for funds. The Company is aware of no events or trends likely to result in
a material change in liquidity. At June 30, 1996, the Company's and the Banks'
capital asset ratios were considered adequate based on guidelines established
by regulatory authorities. Total capital increased during the six months ended
June 30, 1996 by $7.3 million, with this increase attributable to an increase
of $5.9 million resulting from a merger (see "Mergers and Acquisitions"
herein), an increase of $1.9 resulting from net income after dividends, and a
decrease of $.5 million resulting from unrealized losses on available-for-sale
securities, net of taxes.
At June 30, 1996, there were no binding outstanding commitments for
capital expenditures. However, the Company anticipates that expenditures of
approximately $1,500,000 will be required for the expansion or relocation of
properties, which it plans to complete during the next 12 months, in order to
serve its customers and meet the needs of the citizens in the communities served
by the Banks.
9
<PAGE>
MERGERS AND ACQUISITIONS
The Company completed its merger with Southland Bancorporation,
Dothan, Alabama on June 21, 1996. As a result of the acquisition, Southland
Bancorporation was merged into the Company, and its wholly-owned subsidiary,
Southland Bank ("Southland"), became a wholly-owned subsidiary of the Company.
The merger consideration for the transaction totaled $12.0 million, of which
approximately 49% was paid in cash and the remainder in ABC Common Stock. As of
June 30, 1996, the Company had incurred $225,000 in costs associated with this
merger, and these expenses were charged against capital surplus during June,
1996. The Company borrowed $4,000,000 to fund this acquisition, and also
assumed approximately $325,000 of the debt of Southland Bancorporation. The
merger is being accounted for as a purchase, and approximately $5.3 million in
intangible assets were recorded on the books of Southland as of June 30, 1996.
As of June 30, 1996, Southland had total assets of $117.4 million,
including $23.5 million in investment securities, and $80.3 million in net
loans. Southland's deposits totaled $91.4 million as of June 30, 1996, and
borrowings consisting of Federal funds purchased and FHLB advances totaled $12.1
million. Southland's equity as of June 30, 1996 totaled $13.5 million.
Since only 10 days of Southland's operations are reflected in the
Company's consolidated operations for the period ended June 30, 1996, Southland
had an immaterial effect on the results of operations discussion which follows.
In addition to the Southland acquisition, the Company has entered into
definitive merger agreements for the acquisition of two bank holding companies.
One of these acquisitions was completed as of July 31, 1996, and the other is
expected to be consummated during the third quarter of 1996. All of the merger
consideration for both of these acquisitions will be paid by the issuance of ABC
Common Stock.
RESULTS OF OPERATIONS
The Company's results of operations are determined by its ability to
effectively manage interest income and expense, to minimize loan and investment
losses, to generate noninterest income and to control noninterest expense.
Since interest rates are determined by market forces and economic conditions
beyond the control of the Company, the ability to generate net interest income
is dependent upon the Banks' ability to obtain an adequate spread between the
rate earned on interest-earning assets and the rate paid on interest-bearing
liabilities. Thus, the key performance measure for net interest income is the
net interest
10
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
margin, or net yield, which is taxable-equivalent net interest income divided by
average interest-earning assets.
The primary component of consolidated earnings is net interest income,
or the difference between interest income on interest-earning assets and
interest paid on interest-bearing liabilities. Interest-earning assets consist
of loans, investment securities and Federal funds sold. Interest-bearing
liabilities consist of deposits and borrowings such as Federal funds purchased,
securities sold under repurchase agreements and Federal Home Loan Bank advances.
A portion of interest income is earned on tax-exempt investments, such as state
and municipal bonds. In an effort to state this tax-exempt income and its
resultant yields on a basis comparable to all other taxable investments, an
adjustment is made to analyze this income on a taxable-equivalent basis.
COMPARISON OF STATEMENTS OF INCOME
The net interest margin was 6.00% and 5.64% during the three months
ended June 30, 1996 and 1995, respectively, an increase of 6.4%. The net
interest margin was 5.81% and 5.56% during the six months ended June 30, 1996
and 1995, respectively, an increase of 4.5%. This increase in net interest
margin during 1996 is mostly attributable to increases in interest and fees
earned on loans.
Net interest income on a taxable-equivalent basis was $4,720,000 as
compared to $4,046,000 during the three months ended June 30, 1996 and 1995,
respectively, representing an increase of 16.7%. Net interest income on a
taxable-equivalent basis was $8,899,000 as compared to $7,925,000 during the six
months ended June 30, 1996 and 1995, respectively, representing an increase of
12.3%.
The provision for loan losses is a charge to earnings in the current
period to replenish the allowance for loan losses and maintain it at the level
management determines is adequate. The provision for loan losses charged to
earnings amounted to $228,000 and $180,000 during the three months ended June
30, 1996 and 1995, and $407,000 and $360,000 during the six months ended June
30, 1996 and 1995.
11
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Following is a comparison of noninterest income for the three and six
months ended June 30, 1996 and 1995. (dollars in thousands)
Three Months Ended %Inc
------------------
Jun 1996 Jun 1995 (Dec)
-------- -------- -----
Service charges on deposits $718 $625 14.88 %
Other service charges,
commissions & fees 173 124 39.52 %
Other income 22 44 (50.00)%
---- ---- -------
Total noninterest income $913 $793 15.13 %
==== ==== =====
Six Months Ended %Inc
----------------
Jun 1996 Jun 1995 (Dec)
-------- -------- -----
Service charges on deposits $1,386 $1,228 12.87 %
Other service charges,
commissions & fees 407 353 15.30 %
Other income 47 99 (52.53)%
------ ------ -------
Total noninterest income $1,840 $1,680 9.52 %
====== ====== ====
The increase in service charges on deposits for the three and six months
ended June 30, 1996, as compared to June 30, 1995, is attributable to an
increase in average deposits. The increase in other service charges and fees is
attributable to an increase in the volume of loans.
Following is an analysis of noninterest expense for the three and six
months ended June 30, 1996 and 1995. (dollars in thousands)
Three Months Ended %Inc
------------------
Jun 1996 Jun 1995 (Dec)
-------- -------- -----
Salaries and employee benefits $1,830 $1,586 15.38 %
Occupancy and equipment expense 504 503 .20 %
Deposit insurance premium 3 146 (97.95)%
Data processing fees 95 100 (5.00)%
Other expense 923 734 25.75 %
------ ------ -----
Total noninterest expense $3,355 $3,069 9.32 %
====== ====== ====
12
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Six Months Ended %Inc
----------------
Jun 1996 Jun 1995 (Dec)
-------- -------- ------
Salaries and employee benefits $3,500 $3,105 12.72 %
Occupancy and equipment expense 981 1,012 (3.06)%
Deposit insurance premium 6 291 (97.94)%
Data processing fees 441 185 138.38%
Other expense 1,445 1,476 (2.10)%
----- ----- ------
Total noninterest expense $6,373 $6,069 5.01 %
====== ====== =====
Total noninterest expense for the six months ended June 30, 1996 was $304,000
higher than during the same period in 1995. Salaries and employee benefits were
$395,000 higher, with the increase attributable to an increase in the number of
employees in preparation for the company's acquisition growth during 1996. Data
processing fees were $256,000 higher, with the increase attributable to the
conversion costs during the first quarter of 1996 to a new process for rendering
month-end statements to customers.
Following is a condensed summary of net income during the three and six
months ended June 30, 1996 and 1995. (dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Inc
------------------
Jun 1996 Jun 1995 (Dec)
-------- -------- -----
<S> <C> <C> <C>
Net interest income $4,635 $3,978 $657
Provision for loan losses 228 180 48
Other income 913 793 120
Other expense 3,355 3,069 286
------ ------ ----
Income before income taxes 1,965 1,522 443
Applicable income taxes 617 492 125
------ ------ ----
Net income $1,348 $1,030 $318
====== ====== ====
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended Inc
----------------
Jun 1996 Jun 1995 (Dec)
--------- -------- -----
<S> <C> <C> <C>
Net interest income $8,745 $7,786 $959
Provision for loan losses 407 360 47
Other income 1,840 1,680 160
Other expense 6,373 6,069 304
------ ------ ----
Income before income taxes 3,805 3,037 768
Applicable income taxes 1,222 979 243
------ ------ ----
Net income $2,583 $2,058 $525
====== ====== ====
</TABLE>
13
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF BALANCE SHEETS
Total assets increased by $110.2 million, or 32.3%, to $451.7 million at
June 30, 1996 from $341.5 million at December 31, 1995.
Total earning assets increased by $101.3 million, or 33.6%, to $402.6
million at June 30, 1996 from $301.3 million at December 31, 1995.
Total loans, net of the allowance for loan losses, increased by $106.4
million, or 50.66%, to $316.4 million at June 30, 1996 from $210.0 million at
December 31, 1995.
Total deposits increased by $80.1 million, or 26.6%, to $381.1 million at
June 30, 1996 from $301.0 million at December 31, 1995. Approximately 14% and
19% of deposits were noninterest-bearing as of June 30, 1996 and December 31,
1995, respectively.
The allowance for loan losses represents a reserve for potential losses in
the loan portfolio. The adequacy of the allowance for loan losses is evaluated
quarterly based on a review of all significant loans, with a particular emphasis
on nonaccruing, past due and other loans that management believes require
attention. Another factor used in determining the adequacy of the reserve is
management's judgment about factors affecting loan quality and assumptions about
the local and national economy.
The allowance for loan losses was 1.78% and 1.99% of total loans
outstanding at June 30, 1996 and December 31, 1995, respectively. Management
considers the allowance for loan losses as of June 30, 1996 adequate to cover
potential losses in the loan portfolio.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Annual Meeting of the Shareholders of the Company was held on April 17,
1996. At this meeting proxies were solicited under Regulation 14a of the
Securities and Exchange Act of 1934. Total shares outstanding, net of 217,882
shares held for the treasury amounted to 3,379,192. A total of 2,487,435 shares
were represented by shareholders in attendance or by proxy by a vote of
2,486,503 for and 932 against the following directors were elected to serve one
year until the next annual meeting.
J. Raymond Fulp Joseph C. Parker
Kenneth J. Hunnicutt Eugene M. Vereen, Jr.
Willard Lasseter Doyle Weltzbarker
Henry Wortman Hal Lynch
Bobby R. Lindsey Johnny Floyd
By a vote of 2,467,415 for, 16,010 against and 4,010 abstaining, the
shareholders approved an amendment to the Company's Articles of Incorporation to
provide therein for an increase to 15 million shares of common stock, $1.00 par
value, in one or more series with voting rights as determined by the Board of
Directors.
The Common Stock may be created and issued from time to time in one or more
series with voting rights for each series as determined by the Board of
Directors of the Company and set forth in the resolution or resolutions
providing for the creation and issuance of the stock in such series.
15
<PAGE>
PART II. OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits - None.
B. ABC has filed a Report on Form 8-K, dated June 21, 1996, concerning its
acquisition by merger of Southland Bancorporation ("Southland"), Dothan,
Alabama. The following financial information was filed concerning ABC,
Southland, and ABC's additional pending merger transactions with Central
Bankshares, Inc. ("Central") and First National Financial Corporation
("First National").
Unaudited Pro Forma Condensed Consolidated Financial Data
ABC Historical combined with Central Historical
-- Pro Forma Condensed Balance Sheet
-- Pro Forma Condensed Statements of Income
-- Notes to Pro Forma Condensed Financial Statements
ABC Historical combined with First National Historical
-- Pro Forma Condensed Balance Sheet
-- Pro Forma Condensed Statements of Income
-- Notes to pro Forma Condensed Financial Statements
ABC/First National combined with Central Historical
-- Pro Forma Condensed Balance Sheet
-- Pro Proma Condensed Statements of Income
-- Notes to Pro Forma Condensed Financial Statements
ABC Historical combined with Southland Historical
-- Pro Forma Condensed Balance Sheet
-- Pro Forma Condensed Statements of Income
-- Notes to Pro Forma Condensed Financial Statements
ABC/Southland combined with Central Historical
-- Pro Forma Condensed Balance Sheet
-- Pro Forma Condensed Statements of Income
-- Notes to Pro Forma Condensed Financial Statements
ABC/First National combined with Southland Historical
-- Pro Forma Condensed Balance Sheet
-- Pro Forma Condensed Statements of Income
-- Notes to Pro Forma Condensed Financial Statements
16
<PAGE>
PART II. OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
ABC/First National/Southland combined w/Central Historical
-- Pro Forma Condensed Balance Sheet
-- Pro Forma Condensed Statements of Income
-- Notes to Consolidated Financial Statements
ABC Bancorp Historical Financial Data:
Consolidated Financial Statements -- March 31, 1996 and 1995
(unaudited)
-- Consolidated Balance Sheets
-- Consolidated Statements of Income
-- Consolidated Statements of Cash Flows
-- Notes to Consolidated Financial Statements
Consolidated Financial Statements
-- Independent Auditor's Report
-- Consolidated Balance Sheets -- December 31, 1995 and 1994
-- Consolidated Statements of Income -- Years ended December
31, 1995, 1994 and 1993
-- Consolidated Statements of Stockholders' Equity - Years ended
December 31, 1995, 1994 and 1993
-- Consolidated Statements of Cash Flows - Years ended December
31, 1995, 1994 and 1993
-- Notes to Consolidated Financial Statements
Central Bankshares, Inc. Historical Financial Data:
Consolidated Financial Statements - March 31, 1996 and 1995
(unaudited)
-- Consolidated Balance Sheets
-- Consolidated Statements of Income
-- Notes to Consolidated Financial Statements
Consolidated Financial Statements
-- Independent Auditors' Report
-- Consolidated Balance Sheets - Years ended December 31, 1995
and 1994
-- Consolidated Statements of Stockholders' Equity - Years ended
December 31, 1995 and 1994
-- Consolidated Statements of Cash Flows - Years ended December
31, 1995 and 1994
-- Notes to Consolidated Financial Statements
17
<PAGE>
PART II. OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
Southland Bancorporation Historical Financial Data:
Consolidated Financial Statements
-- Consolidated balance Sheets - March 31, 1996 and December 31,
1995 (unaudited)
-- Consolidated Statements of Earnings - Three Months ended March
31, 1996 and 1995
-- Consolidated Statements of Cash Flows - Three Months ended
March 31, 1996 and 1995
-- Notes to Consolidated Financial Statements
Consolidated Financial Statements
-- Independent Auditors' Report
-- Consolidated Balance Sheets - December 31, 1995 and 1994
-- Consolidated Statements of Earnings - Years ended December 31,
1995, 1994 and 1995
-- Consolidated Statements of Stockholders' Equity - Years ended
December 31, 1995, 1994 and 1993
-- Consolidated Statements of Cash Flows - Years ended December
31, 1995, 1994 and 1993
-- Notes to Consolidated Financial Statements
The following financial information concerning First National (Commission File
No. 0-20130) was incorporated by reference in ABC's Report on Form 8-K.
1. Financial Statements of First National consisting of an Independent
Auditors' Report; Consolidated Balance Sheets as of December 31, 1995
and 1994; Consolidated Statements of Income for the years ended
December 31, 1995 and 1994; Consolidated Statement of Changes in
Shareholders' Equity for the years ended December 31, 1995 and 1994;
Consolidated Statements of Cash Flows for the years ended December 31,
1995 and 1994; and Notes to Consolidated Financial Statements (filed
as pages 26 through 48 of First National's Annual Report on Form 10-
KSB filed with the Commission on March 26, 1996).
2. Financial Statements of First National, consisting of Consolidated
Balance Sheets as of March 31, 1996 and 1995; Consolidated Income
Statements and Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 and 1995; and Notes to Financial
Statements (filed as pages 2 through 7 of First National's Quarterly
Report on Form 10-QSB filed with the Commission on May 15, 1996).
18
<PAGE>
SIGNATURE
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:
ABC BANCORP
August 13, 1996 /s/ W. Edwin Lane, Jr.
______________________ _____________________________________
DATE W. EDWIN LANE, JR.
EXECUTIVE VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
(DULY AUTHORIZED OFFICER AND PRINCIPAL
FINANCIAL/ACCOUNTING OFFICER)
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 19590
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 8690
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 55220
<INVESTMENTS-CARRYING> 22335
<INVESTMENTS-MARKET> 21898
<LOANS> 322084
<ALLOWANCE> 5724
<TOTAL-ASSETS> 451745
<DEPOSITS> 381094
<SHORT-TERM> 22821
<LIABILITIES-OTHER> 2298
<LONG-TERM> 4325
0
0
<COMMON> 4001
<OTHER-SE> 37206
<TOTAL-LIABILITIES-AND-EQUITY> 451745
<INTEREST-LOAN> 12510
<INTEREST-INVEST> 1657
<INTEREST-OTHER> 562
<INTEREST-TOTAL> 14729
<INTEREST-DEPOSIT> 5853
<INTEREST-EXPENSE> 5984
<INTEREST-INCOME-NET> 8745
<LOAN-LOSSES> 407
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 6373
<INCOME-PRETAX> 3805
<INCOME-PRE-EXTRAORDINARY> 3805
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2583
<EPS-PRIMARY> .76
<EPS-DILUTED> .76
<YIELD-ACTUAL> 5.81
<LOANS-NON> 3675
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 3675
<ALLOWANCE-OPEN> 4272
<CHARGE-OFFS> 490
<RECOVERIES> 323
<ALLOWANCE-CLOSE> 5723<F1>
<ALLOWANCE-DOMESTIC> 5723<F1>
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 5723<F1>
<FN>
<F1>Includes $1211 reserve increase due to acquisition.
</FN>
</TABLE>
