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 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 ABC BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 30-Jun-96 (Dollars in Thousands) (Unaudited) - -------------------------------------------------------------------------------- June 30 Dec 31 1996 1995 ------------ ------------ 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. 3 ABC BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED JUNE 30, 1996 AND 1995 (Dollars in Thousands) (Unaudited) - ------------------------------------------------------------------------------------------------------------ 1996 1995 ------------ ------------ 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 =========== =========== See Note to Consolidated Financial Statements. 4 ABC BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Dollars in Thousands) (Unaudited) - ------------------------------------------------------------------------------------------------------------ 1996 1995 ------------ ------------ 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 =========== =========== See Note to Consolidated Financial Statements. 5 ABC BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Dollars in Thousands) (Unaudited) - ------------------------------------------------------------------------------------------------------ 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 ------------ ------------ 6 ABC BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30 1996 AND 1995 (Dollars in Thousands) (Unaudited) - ------------------------------------------------------------------------------------------------------ 1996 1995 ---------- ----------- 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 ========== =========== See Note to Consolidated Financial Statements. 7 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 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 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 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 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 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) Three Months Ended Inc ------------------ Jun 1996 Jun 1995 (Dec) -------- -------- ----- 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 ====== ====== ==== Six Months Ended Inc ---------------- Jun 1996 Jun 1995 (Dec) --------- -------- ----- 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 ====== ====== ==== 13 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 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 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 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 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 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