Quarterly Report

U.S. Securities and Exchange Commission

Form 10-Q

[ X ] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2004

[  ] Transition Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the transition period ended                    

Commission File Number 000-33227

Southern Community Financial Corporation

Registrant’s telephone number, including area code (336) 768-8500

Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Common Stock, No Par Value

7.95% Cumulative Trust Preferred Securities
7.95% Junior Subordinated Debentures
Guarantee with respect to 7.95% Cumulative Trust Preferred Securities

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 ]

As of July 31, 2004, (the most recent practicable date), the registrant had outstanding 17,746,801 shares of Common Stock, no par value.

-1-

-2-

Part I. FINANCIAL INFORMATION

See accompanying notes.

-4-

SOUTHERN COMMUNITY FINANCIAL CORPORATION

SOUTHERN COMMUNITY FINANCIAL CORPORATION

Note 2 - Net Income Per Share (Continued)

For the three months ended June 30, 2004 net income for determining diluted earnings per share was $1,957 thousand, with no adjustment for the after tax effect of the expense associated with the dilutive convertible preferred securities which were converted or redeemed during the first quarter of 2004. For the three months ended June 30, 2004 and 2003, there were 17,200, and 76,416 options, respectively, that were antidilutive since the exercise price exceeded the average market price for the period. For the three months ended June 30, 2003 there were 2,088,975 of antidilutive shares related to the convertible trust preferred securities. These antidilutive common stock equivalents have been omitted from the calculation of diluted earnings per share for their respective periods.

For the six months ended June 30, 2004 net income for determining diluted earnings per share was $3,643 thousand. For the six months ended June 30, 2004 and 2003, there were 17,200, and 104,355 options, respectively, that were antidilutive since the exercise price exceeded the average market price for the period and were omitted from the calculation of diluted earnings per share for their respective periods. These common stock equivalents have been included in the calculation of diluted earnings per share.

Note 3 - Business Combination

On July 30, 2003, the Company entered into an “Agreement and Plan of Reorganization and Merger” with The Community Bank of Pilot Mountain, North Carolina. The acquisition was approved at a special shareholders’ meeting on December 11, 2003 and the transaction occurred effective at 12:01 am on January 12, 2004. The Community Bank shareholders could elect to receive cash, Company stock, or a mixture of cash and stock with an overall consideration mix of approximately 85% stock and 15% cash. As a result of the acquisition, the Company paid approximately $15.3 million for shares exchanged for cash and issued 6,426,532 shares of common stock. The acquisition was accounted for using the purchase method of accounting.

The following table reflects the unaudited pro forma combined results of operations for the six months ended June 30, 2003, assuming the acquisition had occurred at the beginning of fiscal year 2003.

In management’s opinion, these unaudited results are not necessarily indicative of what actual combined results of operations might have been if the acquisition had been effective at the beginning of fiscal year 2003.

-10-

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

This Quarterly Report on Form 10-Q may contain certain forward-looking statements consisting of estimates with respect to our financial condition, results of operations and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services.

Executive Summary of Second Quarter

The Company ended the period with total assets of $1.2 billion, an increase of $33.4 million or 2.9% on a linked quarter basis. During the quarter the Company experienced net loan growth of $35.4 million or 5.1% to end the period with net loans of $727.5 million. The increased level of earning assets resulted in net interest income increasing $201,000 from the first quarter 2004 to $8.6 million for the three-month period. The combination of the Company extending out maturities on a portion of its short-term borrowings during the quarter as wholesale funding costs were rising in anticipation of the Federal Reserve raising the targeted Federal funds rate, resulted in our net interest margin compressing 5 basis points to 3.32% from 3.37% for the quarter ended March 31, 2004. While the Company may gain some benefit in the near-term from an increase in the Prime rate, the institution attempts to manage its balance sheet to minimize exposure to interest rate changes.

At quarter-end, The Community Bank subsidiary converted their primary operating system. It is the goal of management to convert Southern Community Bank and Trust to the same operating system in October of this year and merge the two bank subsidiaries into one charter and retain the Southern Community Bank and Trust name.

Financial Condition at June 30, 2004 and December 31, 2003

During the six-month period ending June 30, 2004, total assets increased by $377.9 million, or 47.3%, to $1.2 billion. The acquisition of The Community Bank (Community) accounted for the majority of the asset growth during the period. Community had assets of approximately $259 million prior to acquisition. In addition, intangibles created by purchase accounting created $52.5 million of the asset growth. Southern Community Bank and Trust (Southern) total assets increased $59.0 million during the first six months of 2004. The investment and loan portfolios increased by $7.8 million and $48.3 million, respectively. Asset growth at Southern was supported by wholesale borrowings coupled with strong deposit growth. Deposits increased $11.0 million, or 1.9% during the period, with demand deposits increasing $9.3 million or 17.8%.

At June 30, 2004, loans totaled $740.1 million, an increase of $220.3 million or 42.4% during the six months. The Community loan portfolio accounted for $172.0 million of the loan increase and Southern experienced $48.3 million of loan growth during the period. Commercial mortgage loans, which total $306.5 million or 41.4% of gross loans, continue to comprise the largest segment of the portfolio followed by loans secured by residential mortgages and then the commercial and industrial portfolio which represent 27.8% and 15.9% of gross loans, respectively.

Our total liquid assets, defined as cash and due from banks, federal funds sold and investment securities, increased by $90.0 million during the six months, to $343.9 million at June 30, 2004 versus $254.0 million at the beginning of the period. Liquid assets at Southern increased $256.1 million with increases in the securities portfolio and federal funds sold. The acquisition of Community’s liquid assets accounted for the remaining $87.8 million increase in consolidated liquid assets.

Customer deposits continue to be our primary funding source. At June 30, 2004, deposits totaled $794.8 million, an increase of $219.6 million or 38.2% from year-end 2003. The addition of Community during the period added $208.2 million of deposits, while Southern experienced $11.0 million or 1.9% deposit growth over the first six months of 2004. Borrowings during the period rose $76.4 million or 45.1% to $246.0 million, $28.2 million of this increase resides on the balance sheet of Community. Our composition of funding shifted during the period with the conversion of $17.3 million trust preferred securities issued by Southern Community Capital Trust I into common stock of the Company. Internal asset growth at Southern was funded by available liquid assets coupled with increases in wholesale borrowings and deposits. We utilize various funding sources, as necessary, to support balance sheet management and growth. However, we believe that as our branch network continues to grow and mature, the volume of core deposits will become a relatively larger portion of our funding mix, which should contribute to a reduction in our overall funding cost. On a consolidated basis, demand deposits increased $37.5 million from year-end and totaled $89.4 million as of June 30,

-15-

2004 comprising 11.2% of total deposits, an increase from $51.9 million or 9.0% of total deposits at December 31, 2003. Community accounted for $28.8 million of the increase, while Southern increased demand deposits 16.8% to $60.6 million.

Our capital position remains strong, with all of our regulatory capital ratios at levels that make us “well capitalized” under federal bank regulatory capital guidelines. At June 30, 2004, our stockholders’ equity totaled $129.1 million, an increase of $78.2 million from the December 31, 2003 balance. The increase is primarily the result of 6.4 million common shares issued in the Community transaction and 2.1 million shares issued in the conversion of Trust I Securities, which increased equity by $62.7 million and $17.0 million, respectively. Retained earnings have increased during the period by $1.7 million which represents the residual of year-to-date net income less the Company’s first cash dividend paid on common shares outstanding on March 15, 2004 of $1.9 million.

Results of Operations for the Three Months Ended June 30, 2004 and 2003

Net Income. Our net income for the three months ended June 30, 2004 was $2.0 million, an increase of $1.1 million from the same three-month period in 2003. Net income per share was $.11 basic and $.11 diluted for the three months ended June 30, 2004, as compared with $.10 basic and $.09 diluted for the same period in 2003. With strong internal growth at Southern and the addition of Community, our level of average earning assets has increased $415.4 million or 66.1% to $1.0 billion from $628.2 million for the second quarter 2003. Our interest rate spread and net yield on average interest-earning assets increased 10 basis points and 1 basis point, respectively. Our net interest income grew 66.9%, from $5.2 million for the three-month period ending June 2003 to $8.6 million for the current quarter. Net income was also supported by a $356,000 or 25.0% increase in non-interest income. These improvements were partially offset by a 46.1% increase in non-interest expenses. Our expense growth included the costs of new facilities, additional personnel costs, and other infrastructure associated with expansion of our business, as well as Community’s operations. While these expenses represent investments in building our franchise, they initially hinder our earnings.

Net Interest Income. During the three months ended June 30, 2004, our net interest income increased by $3.5 million or 66.9% over the second quarter 2003 results to $8.6 million. Net interest income benefited from strong growth in average earning assets, coupled with a reduction in cost on interest-bearing liabilities which offset lower asset yields caused by the decline in interest rates from period to period. Due to strong loan demand at Southern and the addition of Community, our level of average earning assets has increased $415.4 million or 66.1% to $1.0 billion from $628.2 million for the second quarter 2003. Community contributed $254.5 million of average earning assets during the second quarter, $175.4 million of loans and $78.7 million of investment securities. The rates earned on a significant portion of our loan portfolio adjust immediately when index rates, such as prime, change. As a result, interest rate reductions generally result in an immediate drop in our interest income on loans. At the end of June 2003, the Federal Reserve reduced the targeted Federal funds rate by 25 basis points to 1.00% causing an equal reduction in the prime rate. In addition, issuers of higher coupon bonds exercised their call options, reducing the overall yield on the investment portfolio. However, the strong yield on Community’s loan portfolio coupled with rate floors on variable rate loans and lower funding costs, in part due to the conversion of Trust I Securities, resulted in a 1 basis point of margin improvement when comparing the results for the second quarters of 2004 and 2003. Our average yields on total interest-earning assets for the same periods decreased by 56 basis points from 5.62% to 5.06%. Despite the redemption of the Trust I Securities in the first quarter of 2004, our average total interest-bearing liabilities increased by $356.6 million, or 62.4% with the addition of Community, funding the internal growth at Southern, and the November 2003 issuance of $34.5 million, 7.95% fixed rate trust preferred securities, through Southern Community Capital Trust II. Average interest-bearing liabilities for the three-month period ending June 30, 2004 for Community were $208.0 million or 22.4% of consolidated average interest-bearing liabilities. Our average cost of total interest-bearing liabilities decreased 60 basis points from 2.55% to 1.95%. For the three months ended June 30, 2004, our net interest spread was 3.10% and our net interest margin was 3.32%. For the three months ended June 30, 2003, our net interest spread was 3.07% and our net interest margin was 3.31%.

-16-

Provision for Loan Losses. Our provision for loan losses for the three months ended June 30, 2004 was $717,000 representing an increase of $32,000 from the $685,000 provision we made for the three months ended June 30, 2003. We have continued to increase the level of our allowance for loan losses in response to the growth in our loan portfolio. In evaluating the allowance for loan losses, we consider factors that include growth, composition and industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions and other relevant factors. During the three months ended June 30, 2004 net loan charge-offs totaled $275,000, down from $472,000 of net charge-offs during the three months ended June 30, 2003. On an annualized basis, our percentage of net loan charge-offs to average loans outstanding was .16% and .41% for the three months ended June 30, 2004 and 2003, respectively. The dollar amount of non-performing assets increased to $3.0 million from $1.0 million at December 31, 2003 and $1.8 million at June 30, 2003, and as a percentage of total assets the ratio increased slightly from 0.24% of total assets at June 2003 to 0.25% at June 2004. The allowance for loan losses at June 30, 2004 represented 1.70% of loans outstanding, compared with 1.40% at December 31, 2003 and 1.45% at June 30, 2003. During the first quarter of 2004 the Community acquisition was consummated and the Company’s loan loss reserving methodologies were applied to the acquired loan portfolio to establish an appropriate allowance for those loans. We believe that the Company’s allowance is adequate to absorb probable losses inherent in our loan portfolio.

Non-Interest Income. For the three months ended June 30, 2004, non-interest income increased by $356,000 or 25.0% to $1.8 million from $1.4 million for the same period in the prior year. The increase for the three months ended June 30, 2004 was due solely to the addition of Community, which contributed $463,000 to consolidated non-interest income. Fees generated from mortgage originations during 2003 were strong as a result of the increased level of home mortgage refinancings due to the low interest rate environment. However, despite the addition of Community, mortgage fees have dropped from $426,000 for the second quarter 2003 to $193,000 for the three months ending June 30, 2004. Baring another decline in interest rates we anticipate similar fee income from mortgage originations in the near term. The Company experienced a $442 million or 118.5% increase in service charges and fees on deposit accounts as a result of deposit growth and the Community acquisition. We expect a continued positive trend, however not to this same degree, in the future as we grow our branch network and deposit base.

Non-Interest Expense . We strive to maintain non-interest expenses at levels that we believe are appropriate given the nature of our operations and the investments in personnel and facilities that have been necessary to support and service our growth. From 1998 forward through the current three-month period, we have consistently maintained our ratio of non-interest expenses to average total assets below 3.0%. Because of our growth we have consistently seen increases in every major component of our non-interest expenses. For the three months ended June 30, 2004, our non-interest expense increased $2.1 million or 46.1% over the same period in 2003. Non-interest expenses during the second quarter of 2004 at Community totaled $1.6 million. On a consolidated basis, salaries and employee benefit expense increased $1.1 million or 46.1%. While Community comprises 72.4% of this increase, the residual increase reflects the addition of personnel in Southern’s new banking offices as well as additions of personnel to expand our business and, to a lesser degree, normal salary increases. Occupancy and equipment expense increased $264,000, or 34.0%. Other expenses increased $746,000 or 52.7% reflecting the impact of outsourcing the servicing of our consumer finance loan portfolio which occurred in October of 2003, as well as increased volume of business activity, principally increases in lending and growth in deposit accounts. Due to our strong asset growth, for the three months ended June 30, 2004, on an annualized basis, our ratio of non-interest expenses to average total assets decreased to 2.33% as compared with 2.83% for the same three months in 2003.

Provision for Income Taxes. Our provision for income taxes, as a percentage of income before income taxes, was 34.3% and 35.0%, respectively, for the three months ended June 30, 2004 and 2003.

-18-

Results of Operations for the Six Months Ended June 30, 2004 and 2003

Net Income. Our net income for the six months ended June 30, 2004 was $3.6 million, an increase of $1.8 million from the same six-month period in 2003. Net income per share was $.22 basic and $.21 diluted for the six months ended June 30, 2004, as compared with $.20 basic and $.19 diluted for the same period in 2003. With strong internal growth at Southern and the addition of Community, our level of average earning assets has increased $432.6 million or 72.5% to $1.0 billion from $596.7 million for the first six months of 2003. Our interest rate spread and net yield on average interest-earning assets decreased 2 basis points and 4 basis points, respectively. Our net interest income grew 70.4%, from $10.0 million for the six-month period ending June 2003 to $17.1 million for the current period. Net income was also supported by a $715,000 or 27.6% increase in non-interest income. These improvements were partially offset by a 56.3% increase in non-interest expenses. Our expense growth included the costs of new facilities, additional personnel costs, and other infrastructure associated with expansion of our business, as well as Community’s operations. While these expenses represent investments in building our franchise, they initially hinder our earnings.

Net Interest Income. During the six months ended June 30, 2004, our net interest income increased by $7.1 million or 70.4% over $10.0 million for the same six-month period in 2003. Net interest income benefited from strong growth in average earning assets, coupled with a reduction in cost on interest-bearing liabilities which offset lower asset yields caused by the decline in interest rates from period to period. Due to strong loan demand at Southern and the addition of Community, our level of average earning assets has increased $432.6 million or 72.5% to $1.0 billion from $596.7 million for the six-month period ending June 30, 2003. Community contributed $254.8 million of average earning assets during the period, $177.3 million of loans and $77.3 million of investment securities. The rates earned on a significant portion of our loan portfolio adjust immediately when index rates, such as prime, change. As a result, interest rate reductions generally result in an immediate drop in our interest income on loans. At the end of June 2003, the Federal Reserve reduced the targeted Federal funds rate by 25 basis points to 1.00% causing an equal reduction in the prime rate. In addition, issuers of higher coupon bonds exercised their call options, reducing the overall yield on the investment portfolio. However, the strong yield on Community’s loan portfolio coupled with rate floors on variable rate loans and lower funding costs, in part due to the conversion of Trust I Securities, resulted in only minor margin compression of 4 basis points when comparing the results for the first six months of 2004 and 2003. Our average yields on total interest-earning assets for the same periods decreased by 71 basis points from 5.80% to 5.09%. Despite the redemption of the Trust I Securities in the first quarter of 2004, our average total interest-bearing liabilities increased by $372.2 million, or 68.8% with the addition of Community, funding the internal growth at Southern, and the November 2003 issuance of $34.5 million, 7.95% fixed rate trust preferred securities, through Southern Community Capital Trust II. Average interest-bearing liabilities for the six-month period ending June 30, 2004 for Community were $207.3 million or 22.7% of consolidated average interest-bearing liabilities. Our average cost of total interest-bearing liabilities decreased 69 basis points from 2.66% to 1.97%. For the six months ended June 30, 2004, our net interest spread was 3.12% and our net interest margin was 3.35%. For the six months ended June 30, 2003, our net interest spread was 3.14% and our net interest margin was 3.39%.

-19-

Provision for Loan Losses. Our provision for loan losses for the six months ended June 30, 2004 was $1.3 million representing an increase of $89,000 from the $1.2 million provision we made for the six months ended June 30, 2003. We have continued to increase the level of our allowance for loan losses in response to the growth in our loan portfolio. In evaluating the allowance for loan losses, we consider factors that include growth, composition and industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions and other relevant factors. During the six months ended June 30, 2004 net loan charge-offs totaled $524,000, down from $751,000 of net charge-offs during the six months ended June 30, 2003. On an annualized basis, our percentage of net loan charge-offs to average loans outstanding was .15% and .34% for the six months ended June 30, 2004 and 2003, respectively. The dollar amount of non-performing assets increased to $3.0 million from $1.0 million at December 31, 2003 and $1.8 million at June 30, 2003, and as a percentage of total assets the ratio increased slightly from 0.24% of total assets at June 2003 to 0.25% at June 2004. The allowance for loan losses at June 30, 2004 represented 1.70% of loans outstanding, compared with 1.40% at December 31, 2003 and 1.45% at June 30, 2003. During the first quarter of 2004 the Community acquisition was consummated and the Company’s loan loss reserving methodologies were applied to the acquired loan portfolio to establish an appropriate allowance for those loans. We believe that the Company’s allowance is adequate to absorb probable losses inherent in our loan portfolio.

Non-Interest Income. For the six months ended June 30, 2004, non-interest income increased by $715,000 or 27.6% to $3.3 million from $2.6 million for the same period in the prior year. The increase for the six months ended June 30, 2004 was due solely to the addition of Community, which contributed $1.0 million to consolidated non-interest income. Fees generated from mortgage originations during 2003 were strong as a result of the increased level of home mortgage refinancings due to the low interest rate environment. However, despite the addition of Community, mortgage fees have dropped from $806,000 for the first six months of 2003 to $357,000 for the six months ending June 30, 2004. Baring another decline in interest rates we anticipate similar fee income from mortgage originations in the near term. The Company experienced an $895,000 or 133.6% increase in service charges and fees on deposit accounts as a result of deposit growth and the Community acquisition. We expect a continued positive trend, however not to this same degree, in the future as we grow our branch network and deposit base.

Non-Interest Expense . We strive to maintain non-interest expenses at levels that we believe are appropriate given the nature of our operations and the investments in personnel and facilities that have been necessary to support and service our growth. From 1998 forward through the current six-month period, we have consistently maintained our ratio of non-interest expenses to average total assets below 3.0%. Because of our growth we have consistently seen increases in every major component of our non-interest expenses. For the six months ended June 30, 2004, our non-interest expense increased $4.9 million or 56.3% over the same period in 2003. Non-interest expenses during the first six months of 2004 at Community totaled $2.9 million. On a consolidated basis, salaries and employee benefit expense increased $2.5 million or 54.6%. While Community comprises 72.6% of this increase, the residual increase reflects the addition of personnel in Southern’s new banking offices as well as additions of personnel to expand our business and, to a lesser degree, normal salary increases. Occupancy and equipment expense increased $601,000, or 41.0%. Other expenses increased $1.8 million or 67.6% reflecting the impact of outsourcing the servicing of our consumer finance loan portfolio as well as increased volume of business activity, principally increases in lending and growth in deposit accounts. Due to our strong asset growth, for the six months ended June 30, 2004, on an annualized basis, our ratio of non-interest expenses to average total assets decreased to 2.37% as compared with 2.72% for the same six months in 2003.

Provision for Income Taxes. Our provision for income taxes, as a percentage of income before income taxes, was 35.0% for the six months ended June 30, 2004 and 2003.

Liquidity and Capital Resources

Market and public confidence in our financial strength and in the strength of financial institutions in general will largely determine our access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital resources.

Liquidity is defined as our ability to meet anticipated customer demands for funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. Management measures our liquidity position by giving consideration to both on- and off-balance sheet sources of, and demands for, funds on a daily and weekly basis.

Sources of liquidity include cash and cash equivalents, net of federal requirements to maintain reserves against deposit liabilities; investment securities eligible for pledging to secure borrowings from dealers and customers pursuant to securities sold under repurchase agreements, investments available for sale, loan repayments, loan sales, deposits, and

- 21 -

borrowings from the Federal Home Loan Bank and from correspondent banks under overnight federal funds credit lines. In addition to interest rate-sensitive deposits, the Company’s primary demand for liquidity is anticipated fundings under credit commitments to customers.

Because of our continued growth, we have maintained a relatively high position of liquidity in the form of federal funds sold and investment securities. These aggregated $319.5 million at June 30, 2004, an increase of $88.4 million from $231.0 million at December 31, 2003. Community added $76.7 million of the increase, while Southern generated an increase of $11.7 million. Supplementing customer deposits as a source of funding, we have available lines of credit in the amounts of $43.2 million and $125.0 million from various correspondent banks to purchase federal funds and repurchase agreements, respectively, on a short-term basis. We also have credit availability to borrow up to $268.2 million from the Federal Home Loan Bank of Atlanta, with $147.9 million outstanding at June 30, 2004 and the ability to borrow up to $160.7 million from the Federal Reserve Bank of Richmond, with no outstanding balances at June 30, 2004. At June 30, 2004, our outstanding commitments to extend credit consisted of loan commitments of $81.4 million and amounts available under home equity credit lines, other credit lines and standby letters of credit of $68.0 million, $51.9 million and $8.7 million, respectively. We believe that our combined aggregate liquidity position is sufficient to meet the funding requirements of loan demand and deposit maturities and withdrawals in the near term.

Throughout our eight-year history, our loan demand has exceeded our growth in core deposits. We have therefore relied heavily on time deposits as a source of funds. Time deposits represented 59.2% of our total deposits at June 30, 2004, and 60.0% at December 31, 2003. Time deposits of $100,000 or more totaled $242.9 million or 30.6% of total deposits. The banks also utilize brokered and out-of-market deposits, which amounted to $166.7 million at June 30, 2004. Large time deposits are generally considered rate sensitive; however, we believe a portion of our large time deposits are relationship-oriented, and while we will need to pay competitive rates to retain these deposits at their maturities, there are other subjective factors that will determine their continued retention.

At June 30, 2004, our Tier I capital to average quarterly asset ratio was 10.3%, and all of our capital ratios exceeded the minimums established for a well-capitalized bank by regulatory measures. Our Tier I risk-based capital ratio at June 30, 2004 was 13.3%.

Part II. OTHER INFORMATION