EXHIBIT 99 FOR IMMEDIATE RELEASE MEDIA CONTACT: Tina Farrington, 419-784-2549, rfcmkt@rurban.net INVESTOR CONTACT: Valda Colbart, 419-784-2759, rfcinv@rurban.net RURBAN FINANCIAL CORP. POSTS THIRD QUARTER NET INCOME OF $698.6 THOUSAND, UP 249.7% OVER THIRD QUARTER 2003 Defiance, Ohio, October 25, 2004 -- Rurban Financial Corp. (Nasdaq: RBNF), a leading provider of full-service banking, investment management, trust services and bank data processing, today announced third quarter 2004 net income of $698.6 thousand, an increase of 249.7 percent over third quarter 2003 net income of $199.8 thousand and relatively flat when compared with second quarter 2004 net income of $709.0 thousand. On a diluted per share basis, earnings were $0.15 for the third quarter of 2004 compared with $0.04 for the year-ago period. For the nine months ending September 30, 2004, Rurban's net income totaled $2.0 million compared with nine-month 2003 earnings of $11.9 million. Included in Rurban's 2003 nine-month net income were the pre-tax gains of $20.0 million from branch sales which were undertaken to strengthen capital and re-build core earnings. Earnings: (Three months ended) September 2004 June 2004 September 2003 - ------------------------------ -------------- --------- -------------- (dollars in thousands except per share data) Diluted EPS $0.15 $0.16 $0.04 Net interest income $3,154 $2,910 $2,705 Provision for loan losses $320 ($340) $0 Non-interest income $4,080 $4,083 $3,584 Non-interest expense $5,911 $6,565 $6,011 Net income $699 $709 $200 Kenneth A. Joyce, President and Chief Executive Officer of Rurban, commented, "We are encouraged by the progress we've made in revenue and bottom line growth since our earnings low point a year ago. We have restructured our balance sheet to improve net interest income while we build core sources of non-interest revenues. At the same time, our focus on expense control has allowed us to maintain non-interest expense below year-ago levels." Joyce further commented, "Our earnings improvement was accomplished against a backdrop of intensified efforts to reduce the level of classified loans throughout the Corporation while maintaining adequate loan loss reserves. Classified assets were reduced by $5.1 million during the third quarter with only $1.9 million reflected in net charge-offs. -5- "Earlier in the quarter," Joyce continued, "the Corporation received permission from the Regulators to pay the previously accrued current and deferred Trust Preferred interest on our $10 million issue of Trust Preferred Securities which had been deferred since July 2002. We view this as an important step toward the ultimate resumption of common dividends to our stockholders, and we are pressing forward to achieve that goal." Total revenues, net interest income plus non-interest income, for the third quarter of 2004 were $7.2 million, a 15.0 percent increase above the $6.3 million reported for the year-ago quarter. Net interest income was $3.2 million for the third quarter, an increase of $449.9 thousand or 16.6 percent, from the same period a year ago. This improvement was the result of an 85 basis point, or 34.0 percent, increase in net interest margin to 3.35 percent in the current quarter compared with year-ago results, partially offset by a 12.9 percent decline in average earning assets. A higher level of investment portfolio earnings and the elimination and repricing of higher cost interest-bearing liabilities were the primary factors contributing to the improvement. "Our core fee-based businesses, namely data processing and trust services, continue to perform very well and are a driving force in the growth of our company," noted Mr. Joyce. Non-interest income was $4.1 million, an increase of 13.8 percent from third quarter 2003 levels. Excluding gains on the sale of securities, non-interest income rose 10.7 percent. RDSI, the data processing subsidiary, generated a 13.2 percent increase in data service fees, while trust revenues increased 29.9 percent. Mr. Joyce added that RDSI is benefiting from both new clients and the opportunities arising from Check 21 implementation. The $465.8 thousand improvement in core fee-based businesses, in addition to a $44.8 thousand increase in customer service fees, more than offset the lower level of revenues from the sale of mortgage loan originations in the secondary market. Loan origination income declined $81.5 thousand from third quarter 2003 principally as a result of the general softening in the re-finance activity in the residential real estate markets. During the current quarter, the Corporation also disposed of its final piece of OREO which resulted in a net loss on the disposal of all repossessed assets during the quarter of $10.5 thousand, a decrease of $65.5 thousand from the third quarter of last year. Non-interest expenses continue to be well-controlled, declining 1.7 percent from the prior-year third quarter. Salary and benefit costs increased by 7.4 percent, or $211.4 thousand, primarily as a result of the Corporation absorbing a higher level of costs associated with employee medical benefit plans rather than passing these costs on to individual employees, coupled with normal merit increases granted to non-executive employees. These costs were primarily offset by reductions in professional fees, which include legal costs associated with loan collections of $171.2 thousand, and a reduction in state and local taxes of $155.1 thousand relating to the recovery of certain non-income related taxes made in prior years. CREDIT QUALITY: September 2004 June 2004 September 2003 - --------------- -------------- --------- -------------- (dollars in thousands) Net charge-offs $1,875 $982 $1,043 Net charge-offs/avg. loans 0.68% 0.36% 0.33% Allowance for loan loss $5,369 $6,923 $11,256 Allowance for loan loss/loans 1.97% 2.56% 3.73% -6- Commenting on asset quality, Mr. Joyce noted, "We continue to make excellent progress in reducing our problem loans. Non-performing assets were 3.81 percent of total consolidated assets at September 30, 2004 compared with 4.14 percent for the linked quarter and 4.61 percent twelve months ago." Net charge-offs for the third quarter were $1.9 million, or an annualized 2.76 percent of average loans, compared with 1.33 percent for the third quarter of 2003. During the third quarter, events involving four separate borrowers culminated in either negotiated settlements or the realization of additional losses over and above the amounts previously identified and provided for in the loan loss reserve. As a result, the loan loss provision was increased by $169.5 thousand over the quarterly accrual rate of $150.0 thousand, to $319.5 thousand. "We believe that the higher provision addresses the identified risk remaining in our problem loan portfolio," Mr. Joyce added. Loan loss reserves were 1.97 percent of total loans at September 30, 2004. Mr. Joyce concluded, "We will maintain our relentless efforts to improve the earnings level of the Corporation and will work hard to continue the earnings momentum achieved since the third quarter of last year. We are cautiously optimistic that our efforts will be rewarded by the ultimate resumption of dividends to our shareholders. Shareholders' equity at September 30, 2004 was $50.1 million, an increase of 4.4 percent from twelve months ago. Our capital position continues to improve, which will provide a strong springboard as we enter the next phase of our building process. The risk-based capital ratio of State Bank and Trust is 14.85 percent and for the holding company, the ratio is 21.60 percent. We look forward to 2005 and the opportunity to deploy this capital and increase the return to our shareholders." ABOUT RURBAN FINANCIAL CORP. - ---------------------------- Rurban Financial Corp. is a publicly held bank holding company based in Defiance, Ohio and is located on the Internet at http://www.rurbanfinancial.net. Rurban's common stock is quoted on the Nasdaq National Market System under the symbol RBNF. The Company currently has 10,000,000 shares of stock authorized and 4,567,968 shares outstanding. Rurban's wholly owned subsidiaries are The State Bank and Trust Company, Reliance Financial Services, N.A., Rurbanc Data Services, Inc. (RDSI) and RFCBC, Inc. The State Bank and Trust Company offers a full range of financial services through their offices in Defiance, Paulding and Fulton Counties. Reliance Financial Services, N.A. offers a diversified array of trust and financial services to customers throughout the Mid-West. RDSI provides data processing services to community banks in Ohio, Michigan, Indiana, Illinois and Missouri. FORWARD-LOOKING STATEMENTS - -------------------------- Certain statements within this document, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may -7- differ materially from those predicted by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties inherent in the national and regional banking, insurance and mortgage industries, competitive factors specific to markets in which Rurban and its subsidiaries operate, future interest rate levels, legislative and regulatory actions, capital market conditions, general economic conditions, geopolitical events, the loss of key personnel and other factors. Forward-looking statements speak only as of the date on which they are made, and Rurban undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made. All subsequent written and oral forward-looking statements attributable to Rurban or any person acting on our behalf are qualified by these cautionary statements. -8- RURBAN FINANCIAL CORP. CONSOLIDATED FINANCIAL HIGHLIGHTS (UNAUDITED) - --------------------------------------------------- --------- --------- --------- -------- -------- 3RD QTR 2ND QTR 1ST QTR 4TH QTR 3RD QTR (dollars in thousands except per share data) 2004 2004 2004 2003 2003 - --------------------------------------------------- --------- --------- --------- -------- -------- EARNINGS Net interest income $ 3,154 2,910 2,984 2,887 2,705 Provision for loan loss $ 320 (340) 150 (60) 0 Other income $ 4,080 4,083 4,335 3,669 3,584 Revenue (net interest income plus other income) 7,234 6,993 7,319 6,556 6,289 Other expense $ 5,911 6,565 6,289 6,144 6,011 NET INCOME $ 699 709 612 326 199 PER SHARE DATA Basic earnings per share $ 0.15 0.16 0.13 0.07 0.04 Diluted earnings per share $ 0.15 0.16 0.13 0.07 0.04 Book value per share $ 10.95 10.56 10.79 10.60 10.50 Tangible book value per share $ 10.37 9.96 10.18 9.99 9.88 Cash dividend per share $ 0 0 0 0 0 PERFORMANCE RATIOS Return on average assets 0.66% 0.68% 0.57% 0.30% 0.17% Return on average equity 5.73% 5.84% 5.02% 2.71% 1.66% Net interest margin (tax equivalent) 3.35% 3.10% 3.09% 2.72% 2.50% Other expense / Average assets 5.58% 6.28% 5.88% 5.62% 5.16% Efficiency Ratio 81.71% 93.88% 85.93% 93.72% 95.58% Other income/Total operating revenue (net interest income plus other income) 56.40% 58.39% 59.23% 55.96% 56.99% MARKET DATA Market value per share -- Period end $ 12.88 12.28 15.15 13.85 14.00 Market as a % of book 1.18 1.16 1.40 1.31 1.33 Cash dividend yield 0.00% 0.00% 0.00% 0.00% 0.00% Common stock dividend payout ratio 0.00% 0.00% 0.00% 0.00% 0.00% Period-end common shares outstanding (000) 4,568 4,567 4,567 4,566 4,566 Common stock market capitalization ($Thousands) $ 58,835 56,086 69,195 63,237 63,920 CAPITAL & LIQUIDITY Equity to assets 12.07% 11.62% 11.68% 11.11% 10.93% Period-end tangible equity to assets 11.46% 10.96% 11.03% 10.47% 10.44% Total risk-based capital ratio 21.6% 21.0% 20.3% 19.7% 18.9% Average loans to average deposits 93.06% 90.00% 88.18% 101.14% 85.26% ASSET QUALITY Net charge-offs $ 1,875 982 2,086 1,015 1,043 Net loan charge-offs/ Average loans (Annualized) 2.76% 1.45% 3.03% 1.37% 1.33% Non-performing loans (includes 90-days past due) $ 15.5 16.5 17.9 18.4 18.9 OREOs $ 0.0 0.6 1.1 1.6 1.3 90-day past dues $ 10.3 10.1 7.3 12.1 13.5 Non-performing Assets + 90-day past due/ Total assets - consolidated 3.81% 4.14% 4.50% 4.59% 4.61% Allowance for loan losses/ Total loans 1.97% 2.56% 3.06% 3.58% 3.73% Allowance for loan losses/Non-performing Assets (includes 90 days past due) 34.8% 40.1% 43.2% 51.0% 55.9% END OF PERIOD BALANCES Total loans, net of unearned fees $ 271,827 270,692 269,316 284,104 301,785 Total assets $ 414,699 415,026 421,751 435,312 438,492 Deposits $ 289,982 290,991 307,727 317,475 327,025 Stockholders' equity $ 50,004 48,227 49,274 48,383 47,936 Full-time equivalent employees 223 223 227 232 238 AVERAGE BALANCES Loans $ 271,387 271,333 275,514 296,509 313,359 Total earning assets $ 377,308 380,135 388,471 411,995 433,051 Total assets $ 423,419 418,388 428,149 436,977 465,604 Deposits $ 291,616 301,493 312,460 293,165 367,513 Stockholders' equity $ 48,801 48,538 48,744 48,159 48,046 -9- RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED For The Third Quarter Ended September 30, 2004 and 2003 Third Third Increase/(Decrease) Quarter Quarter ------------------- 2004 2003 $ % ---- ---- - - Interest income Loans $ 4,086,811 $ 4,770,009 $ (683,198) -14% Taxable 925,549 583,157 342,392 59 Tax-exempt 39,497 44,351 (4,854) -11 Other 11,994 85,760 (73,766) -86 ----------- ----------- ----------- Total interest income 5,063,851 5,483,277 (419,426) -8 Interest expense Deposits 1,050,918 1,778,586 (727,668) -41 Other borrowings 64,335 180,270 (115,935) -64 Retail Repurchase Agreements 8,052 8,052 0 Federal Home Loan Bank advances 495,192 548,888 (53,696) -10 Trust preferred securities 290,855 270,889 19,966 7 ----------- ----------- ----------- Total interest expense 1,909,352 2,778,633 (869,281) -31 ----------- ----------- ----------- NET INTEREST INCOME 3,154,499 2,704,644 449,855 17 Provision for loan losses 319,517 0 319,517 N/A ----------- ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,834,982 2,704,644 130,338 5 Noninterest income Data service fees 2,566,485 2,267,758 298,727 13 Trust fees 726,417 559,327 167,090 30 Customer service fees 499,528 454,778 44,750 10 Net gain on sales of loans 7,043 88,555 (81,512) -92 Net realized gains (losses) on sales of available-for-sale securities 112,394 0 112,394 0 Loan servicing fees 91,216 81,602 9,614 12 Gain (loss) on sale of assets (10,508) 54,969 (65,477) -119 Other income 87,432 76,977 10,455 14 ----------- ----------- ----------- Total noninterest income 4,080,007 3,583,966 496,041 14 Noninterest expense Salaries and employee benefits 3,080,476 2,869,095 211,381 7 Net occupancy expense 235,173 245,853 (10,680) -4 Equipment expense 1,099,129 1,060,990 38,139 4 Data processing fees 75,702 125,132 (49,430) -40 Professional fees 512,476 683,673 (171,197) -25 Marketing expense 84,663 119,580 (34,917) -29 Printing and office supplies 73,506 100,587 (27,081) -27 Telephone and communication 171,529 166,048 5,481 3 Postage and delivery expense 85,747 102,069 (16,322) -16 State, local and other taxes (5,493) 149,584 (155,077) -104 Other expenses 497,620 388,450 109,170 28 ----------- ----------- ----------- Total noninterest expense 5,910,528 6,011,061 (100,533) -2 ----------- ----------- ----------- INCOME BEFORE INCOME TAX EXPENSE 1,004,461 277,549 726,912 262 Income tax expense 305,819 77,754 228,065 293 ----------- ----------- ----------- NET INCOME $ 698,642 $ 199,795 $ 498,847 250 =========== =========== =========== Earnings per common share: Basic $ 0.15 $ 0.04 $ 0.11 275 =========== =========== =========== Diluted $ 0.15 $ 0.04 $ 0.11 275% =========== =========== =========== -10- RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED For The Third Quarter Ended September 30, 2004 and Second Quarter 2004 Third Second Increase/(Decrease) Quarter Quarter ------------------- 2004 2004 $ % ---- ---- - - Interest income Loans $ 4,086,811 $ 3,936,798 $ 150,013 4% Taxable 925,549 862,159 63,390 7 Tax-exempt 39,497 39,171 326 1 Other 11,994 10,990 1,004 9 ----------- ----------- ----------- Total interest income 5,063,851 4,849,118 214,733 4 Interest expense Deposits 1,050,918 1,151,545 (100,627) -9 Other borrowings 64,335 74,846 (10,511) -14 Retail Repurchase Agreements 8,052 6,600 1,452 22 Federal Home Loan Bank advances 495,192 429,997 65,195 15 Trust preferred securities 290,855 276,251 14,604 5 ----------- ----------- ----------- Total interest expense 1,909,352 1,939,239 (29,887) -2 ----------- ----------- ----------- NET INTEREST INCOME 3,154,499 2,909,879 244,620 8 Provision for loan losses 319,517 (340,000) 659,517 194 ----------- ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,834,982 3,249,879 (414,897) -13 Noninterest income Data service fees 2,566,485 2,425,862 140,623 6 Trust fees 726,417 732,459 (6,042) -1 Customer service fees 499,528 505,340 (5,812) -1 Net gain on sales of loans 7,043 9,919 (2,876) -29 Net realized gains (losses) on sales of available-for-sale securities 112,394 62,887 49,507 0 Loan servicing fees 91,216 97,266 (6,050) -6 Gain (loss) on sale of assets (10,508) 96,746 (107,254) 111 Other income 87,432 152,405 (64,973) -43 ----------- ----------- ----------- Total noninterest income 4,080,007 4,082,884 (2,877) 0 Noninterest expense Salaries and employee benefits 3,080,476 3,295,728 (215,252) -7 Net occupancy expense 235,173 235,279 (106) 0 Equipment expense 1,099,129 1,020,485 78,644 8 Data processing fees 75,702 68,023 7,679 11 Professional fees 512,476 677,428 (164,952) -24 Marketing expense 84,663 74,571 10,092 14 Printing and office supplies 73,506 107,863 (34,357) -32 Telephone and communication 171,529 166,643 4,886 3 Postage and delivery expense 85,747 85,811 (64) 0 State, local and other taxes (5,493) 211,502 (216,995) -103 Other expenses 497,620 621,379 (123,759) -20 ----------- ----------- ----------- Total noninterest expense 5,910,528 6,564,712 (654,184) -10 ----------- ----------- ----------- INCOME BEFORE INCOME TAX EXPENSE 1,004,461 768,051 236,410 31 Income tax expense 305,819 59,008 246,811 418 ----------- ----------- ----------- NET INCOME $ 698,642 $ 709,043 $ (10,401) -1 =========== =========== =========== Earnings per common share: Basic $ 0.15 $ 0.16 $ (0.01) -1 =========== =========== =========== Diluted $ 0.15 $ 0.16 $ (0.01) -1% =========== =========== =========== -11- RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED For The Nine Months Ended September 30, 2004 and 2003 <Table> <Caption> Increase/(Decrease) Nine Months Nine Months ------------------- 2004 2003 $ % ---- ---- - - Interest income Loans $ 12,283,566 $ 19,922,237 $ (7,638,671) -38% Taxable 2,570,230 2,033,479 536,751 26 Tax-exempt 119,990 128,667 (8,677) -7 Other 53,059 365,989 (312,930) -- ------------ ------------ ------------ Total interest income 15,026,845 22,450,372 (7,423,527) -33 Interest expense Deposits 3,481,494 8,505,206 (5,023,712) -59 Other borrowings 297,538 424,283 (126,745) -30 Retail Repurchase Agreements 23,147 Federal Home Loan Bank advances 1,332,752 1,802,190 (469,438) -26 Trust preferred securities 843,356 803,833 39,523 5 ------------ ------------ ------------ Total interest expense 5,978,287 11,535,512 (5,557,225) -48 ------------ ------------ ------------ NET INTEREST INCOME 9,048,558 10,914,860 (1,866,302) -17 Provision for loan losses 129,517 1,494,000 (1,364,483) -91 ------------ ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 8,919,041 9,420,860 (501,819) -- Noninterest income Data service fees 7,683,585 6,677,203 1,006,382 15 Trust fees 2,302,406 1,827,260 475,146 26 Customer service fees 1,518,714 1,650,070 (131,356) -8 Net gain on sales of loans 27,090 390,965 (363,875) -93 Net realized gains (losses) on sales of available-for-sale securities 236,356 23,632 212,724 -- Loan servicing fees 285,247 310,540 (25,293) -8 Gain (loss) on sale of assets 67,823 20,005,581 (19,937,758) 0 Other income 376,685 365,514 11,171 3 ------------ ------------ ------------ Total noninterest income 12,497,906 31,250,765 (18,752,859) -- Noninterest expense Salaries and employee benefits 9,631,372 10,394,061 (762,689) -7 Net occupancy expense 721,878 945,422 (223,544) -24 Equipment expense 3,158,707 3,177,615 (18,908) -1 Data processing fees 284,159 344,212 (60,053) -17 Professional fees 1,658,423 3,492,915 (1,834,492) -53 Marketing expense 263,444 313,111 (49,667) -16 Printing and office supplies 327,145 399,047 (71,902) -18 Telephone and communication 483,998 550,406 (66,408) -12 Postage and delivery expense 262,147 434,019 (171,872) -40 State, local and other taxes 409,108 477,014 (67,906) -14 Other expenses 1,564,058 2,006,099 (442,041) -22 ------------ ------------ ------------ Total noninterest expense 18,764,439 22,533,921 (3,769,482) -17 ------------ ------------ ------------ INCOME BEFORE INCOME TAX EXPENSE 2,652,508 18,137,704 (15,485,196) -- Income tax expense 632,801 6,158,877 (5,526,076) -- ------------ ------------ ------------ NET INCOME $ 2,019,707 $ 11,978,827 $ (9,959,120) -- ============ ============ ============ Earnings per common share: Basic $ 0.44 $ 2.64 $ (2.20) -- ============ ============ ============ Diluted $ 0.44 $ 2.63 $ (2.19) -- ============ ============ ============ -12- RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - UNAUDITED September 30, 2004, December 31, 2003 and September 30, 2003 September December September 2004 2003 2003 ---- ---- ---- ASSETS Cash and due from banks $ 12,111,512 $ 14,176,952 $ 16,834,072 Federal funds sold 4,500,000 10,000,000 2,000,000 ------------- ------------- ------------- Cash and cash equivalents 16,611,512 24,176,952 18,834,072 Interest-earning deposits in other financial institutions 250,000 260,000 260,000 Available-for-sale securities 95,599,129 107,698,595 99,860,837 Loans held for sale 0 218,753 488,484 Loans, net of unearned income 271,827,004 284,104,311 301,785,352 Allowance for loan losses (5,368,515) (10,181,135) (11,256,083) Premises and equipment, net 12,277,515 11,145,499 11,394,579 Federal Reserve and Federal Home Loan Bank Stock 2,814,100 2,744,900 3,761,400 Foreclosed assets held for sale, net 0 1,390,552 1,167,466 Accrued interest receivable 2,033,254 2,000,732 2,227,737 Deferred income taxes 2,583,235 2,304,264 5,397,313 Goodwill 2,144,304 2,144,304 2,144,304 Core deposits and other intangibles 567,992 644,987 675,864 Other assets 13,359,092 6,659,158 1,750,375 ------------- ------------- ------------- Total assets $ 414,698,622 $ 435,311,872 $ 438,491,700 ============= ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Demand $ 36,640,451 $ 46,084,861 $ 33,773,223 Savings, NOW and money market 94,495,084 96,721,318 106,082,553 Time 158,846,720 174,668,570 187,169,019 ------------- ------------- ------------- Total deposits 289,982,255 317,474,749 327,024,795 Notes payable 2,300,000 10,327,599 11,239,607 Advances from Federal Home Loan Bank 56,000,000 39,000,000 37,500,000 Trust preferred securities 10,310,000 10,000,000 10,000,000 Accrued interest payable 734,751 2,347,303 2,227,395 Retail Repurchase Agreements 3,017,151 3,923,754 0 Other liabilities 2,350,706 3,855,712 2,563,997 ------------- ------------- ------------- Total liabilities 364,694,863 386,929,117 390,555,794 Shareholders' Equity Common stock: stated value $2.50 per share; shares authorized: 10,000,000; shares issued: 4,575,702; shares outstanding: 2004 - 4,567,968; 2003 - 4,565,879 11,439,255 11,439,255 11,439,255 Additional paid-in capital 11,004,876 11,009,268 11,009,733 Retained earnings 28,229,151 26,209,443 25,883,039 Accumulated other comprehensive income (loss), net of tax of ($175,383) in 2004 and $103,589 in 2003 (340,450) 201,082 200,340 Unearned ESOP shares (45,539) (163,493) (281,447) Treasury stock (283,534) (312,800) (315,014) ------------- ------------- ------------- Total shareholders' equity 50,003,759 48,382,755 47,935,906 ------------- ------------- ------------- Total liabilities and shareholders' equity $ 414,698,622 $ 435,311,872 $ 438,491,700 ============= ============= ============= -13-