##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the Quarterly Period Ended September 30, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
|- | --------------------------------------------------------------------------



For the Transition Period from  to



Commission File Number 000-23261



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SECURITY BANK CORPORATION

(Name of Small Business Issuer in its Charter)



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|                                                             |  |                                     
|------------------------------------------------------------ |  | ------------------------------------
|GEORGIA                                                      |  | 58-2107916                          
|State or Other Jurisdiction of Incorporation or Organization |  | (I.R.S. Employer Identification No.)



|                                         |  |                |  |           
|---------------------------------------- |  | -------------- |  | ----------
|4219 Forsyth Road,                       |  | MACON, GEORGIA |  | 31210     
|(Address of Principal Executive Offices) |  |                |  | (Zip Code)



Issuers
Telephone Number (478) 722-6200



SAME AS ABOVE

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.    x  Yes ̈No



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. ̈Yes ̈No



Check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)    x  Yes ̈No



Check whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act) ̈Yes    x   No



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date: 12,912,427

Shares of $1 par value common stock as of November 8, 2005.



DOCUMENTS INCORPORATED BY REFERENCE



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##### Table of Contents

SECURITY BANK CORPORATION AND SUBSIDIARIES



INDEX



|           |  |                                                                                                                  |  |            
|---------- |  | ---------------------------------------------------------------------------------------------------------------- |  | -----------
|           |  |                                                                                                                  |  | Page Number
|PART I     |  | Financial Information                                                                                            |  |            
|           |  |                                                                                                                 
|           |  | ITEM 1 Financial Statements                                                                                      |  |            
|           |  |                                                                                                                 
|           |  | Condensed Consolidated Balance Sheets                                                                            |  | 1          
|           |  |                                                                                                                 
|           |  | Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2005 and 2004               |  | 3          
|           |  |                                                                                                                 
|           |  | Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2005 and 2004 |  | 4          
|           |  |                                                                                                                 
|           |  | Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2005 and 2004                |  | 5          
|           |  |                                                                                                                 
|           |  | Condensed Consolidated Statements of Comprehensive Income for the Nine Months Ended September 30, 2005 and 2004  |  | 6          
|           |  |                                                                                                                 
|           |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004            |  | 7          
|           |  |                                                                                                                 
|           |  | Notes to Condensed Consolidated Financial Statements                                                             |  | 8          
|           |  |                                                                                                                 
|           |  | ITEM 2
Managements Discussion and Analysis of Financial Condition and Results of Operations                     |  | 23         
|           |  |                                                                                                                 
|           |  | ITEM 3
Quantitative and Qualitative Disclosures About Market Risk                                                |  | 39         
|           |  |                                                                                                                 
|           |  | ITEM 4
Controls and Procedures                                                                                   |  | 41         
|           |  |                                                                                                                 
|PART II    |  | Other Information                                                                                                |  |            
|           |  |                                                                                                                 
|           |  | ITEM 1
Legal Proceedings                                                                                         |  | 41         
|           |  |                                                                                                                 
|           |  | ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds                                               |  | 41         
|           |  |                                                                                                                 
|           |  | ITEM 3
Defaults Upon Senior Securities                                                                           |  | 41         
|           |  |                                                                                                                 
|           |  | ITEM 4
Submission of Matters to a Vote of Security Holders                                                       |  | 41         
|           |  |                                                                                                                 
|           |  | ITEM 5
Other Information                                                                                         |  | 42         
|           |  |                                                                                                                 
|           |  | ITEM 6
Exhibits                                                                                                  |  | 42         
|           | 
|SIGNATURES |  | 44                                                                                                              



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##### Table of Contents

PART I, ITEM 1

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)



ASSETS



|                                                   |  |                                |           |                   |   |          
|-------------------------------------------------- |  | ------------------------------ | --------- | ----------------- | - | ---------
|                                                   |  | September 30, 2005 (Unaudited) |           | December 31, 2004
|Cash and Balances Due from Depository Institutions |  | $                              | 45,036    |                   | $ | 26,862   
|                                                   |  |                                |           |                   |   |          
|Interest-Bearing Deposits                          |  |                                | 1,373     |                   |   | 2,858    
|                                                   |  |                                |           |                   |   |          
|Federal Funds Sold                                 |  |                                | 21,998    |                   |   | 17,484   
|                                                   |  |                                |           |                   |   |          
|Investment Securities                              |  |                                | 115,615   |                   |   | 106,494  
|                                                   |  |                                |           |                   |   |          
|Federal Home Loan Bank Stock, at Cost              |  |                                | 5,759     |                   |   | 4,918    
|                                                   |  |                                |           |                   |   |          
|Loans Held for Sale                                |  |                                | 9,372     |                   |   | 7,507    
|                                                   |  |                                |           |                   |   |          
|Loans                                              |  |                                | 1,050,442 |                   |   | 834,862  
|                                                   |  |                                |           |                   |   |          
|Premises and Equipment                             |  |                                | 23,132    |                   |   | 19,105   
|                                                   |  |                                |           |                   |   |          
|Other Real Estate                                  |  |                                | 1,722     |                   |   | 1,991    
|                                                   |  |                                |           |                   |   |          
|Goodwill                                           |  |                                | 49,677    |                   |   | 28,579   
|                                                   |  |                                |           |                   |   |          
|Other Assets                                       |  |                                | 21,440    |                   |   | 12,825   
|                                                   |  |                                |           |                   |   |          
|Total Assets                                       |  | $                              | 1,345,566 |                   | $ | 1,063,485
|                                                   |  |                                |           |                   |   |          



The
accompanying notes are an integral part of these condensed consolidated balance sheets.



1



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)



LIABILITIES AND STOCKHOLDERS EQUITY



|                                                                                                                          |  |                                |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | --------- | - | ----------------- | - | --------- | -
|                                                                                                                          |  | September 30, 2005 (Unaudited) |           |   | December 31, 2004 |  
|Deposits                                                                                                                  |  | $                              | 1,086,379 |   |                   | $ | 842,558   |  
|                                                                                                                          |  |                                |           |   |                   |   |           |  
|Other Borrowed Money                                                                                                      |  |                                | 110,259   |   |                   |   | 107,504   |  
|                                                                                                                          |  |                                |           |   |                   |   |           |  
|Other Liabilities                                                                                                         |  |                                | 8,520     |   |                   |   | 6,752     |  
|                                                                                                                          |  |                                |           |   |                   |   |           |  
|Stockholders Equity                                                                                                      |  |                                |           |   |                   |   |           |  
|Common Stock, Par Value $1 Per Share; Authorized 25,000,000 Shares, Issued 12,931,286 and 11,659,546 Shares, Respectively |  |                                | 12,931    |   |                   |   | 11,660    |  
|Paid-In Capital                                                                                                           |  |                                | 86,387    |   |                   |   | 62,349    |  
|Retained Earnings                                                                                                         |  |                                | 42,358    |   |                   |   | 33,045    |  
|Restricted Stock  Unearned Compensation                                                                                  |  |                                | (239      | ) |                   |   | (76       | )
|Accumulated Other Comprehensive (Loss) Income, Net of Tax                                                                 |  |                                | (369      | ) |                   |   | 353       |  
|                                                                                                                          |  |                                |           |   |                   |   |           |  
|                                                                                                                          |  |                                | 141,068   |   |                   |   | 107,331   |  
|Treasury Stock, 19,736 Shares, at Cost                                                                                    |  |                                | (660      | ) |                   |   | (660      | )
|                                                                                                                          |  |                                |           |   |                   |   |           |  
|Total Stockholders Equity                                                                                                |  |                                | 140,408   |   |                   |   | 106,671   |  
|                                                                                                                          |  |                                |           |   |                   |   |           |  
|Total Liabilities and Stockholders Equity                                                                                |  | $                              | 1,345,566 |   |                   | $ | 1,063,485 |  
|                                                                                                                          |  |                                |           |   |                   |   |           |  



The
accompanying notes are an integral part of these condensed consolidated balance sheets.



2



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED
SEPTEMBER 30

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)



|                                                    |  |      |            |      |   |           
|--------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                    |  | 2005 |            | 2004
|Interest Income                                     |  |      |            |      |   |           
|Loans, Including Fees                               |  | $    | 20,063     |      | $ | 12,725    
|Federal Funds Sold                                  |  |      | 137        |      |   | 32        
|Investment Securities                               |  |      | 1,209      |      |   | 1,052     
|Other                                               |  |      | 35         |      |   | 15        
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 21,444     |      |   | 13,824    
|                                                    |  |      |            |      |   |           
|Interest Expense                                    |  |      |            |      |   |           
|Deposits                                            |  |      | 6,870      |      |   | 2,985     
|Federal Funds Purchased                             |  |      | 48         |      |   | 12        
|FHLB Loans                                          |  |      | 530        |      |   | 422       
|Repurchase Agreements                               |  |      | 54         |      |   | 16        
|Subordinated Debentures                             |  |      | 322        |      |   | 233       
|Other                                               |  |      | 152        |      |   | 1         
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 7,976      |      |   | 3,669     
|                                                    |  |      |            |      |   |           
|Net Interest Income                                 |  |      | 13,468     |      |   | 10,155    
|                                                    |  |      |            |      |   |           
|Provision for Loan Losses                           |  |      | 624        |      |   | 529       
|                                                    |  |      |            |      |   |           
|Net Interest Income After Provision for Loan Losses |  |      | 12,844     |      |   | 9,626     
|                                                    |  |      |            |      |   |           
|Noninterest Income                                  |  |      |            |      |   |           
|Service Charges on Deposits                         |  |      | 1,956      |      |   | 1,636     
|Mortgage Banking Income                             |  |      | 1,333      |      |   | 1,425     
|Other                                               |  |      | 1,121      |      |   | 627       
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 4,410      |      |   | 3,688     
|                                                    |  |      |            |      |   |           
|Noninterest Expense                                 |  |      |            |      |   |           
|Salaries and Employee Benefits                      |  |      | 6,115      |      |   | 4,759     
|Occupancy and Equipment                             |  |      | 985        |      |   | 866       
|Office Supplies and Printing                        |  |      | 205        |      |   | 154       
|Telephone Expense                                   |  |      | 219        |      |   | 191       
|Data Processing                                     |  |      | 212        |      |   | 342       
|Marketing Expense                                   |  |      | 393        |      |   | 350       
|Other                                               |  |      | 2,127      |      |   | 1,544     
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 10,256     |      |   | 8,206     
|                                                    |  |      |            |      |   |           
|Income Before Income Taxes                          |  |      | 6,998      |      |   | 5,108     
|                                                    |  |     
|Income Taxes                                        |  |      | 2,509      |      |   | 1,898     
|                                                    |  |      |            |      |   |           
|Net Income                                          |  | $    | 4,489      |      | $ | 3,210     
|                                                    |  |      |            |      |   |           
|Basic Earnings Per Share                            |  | $    | .36        |      | $ | .28       
|                                                    |  |      |            |      |   |           
|Diluted Earnings Per Share                          |  | $    | .33        |      | $ | .27       
|                                                    |  |      |            |      |   |           
|Dividends Per Share                                 |  | $    | .07        |      | $ | .06       
|                                                    |  |      |            |      |   |           
|Weighted Average Common Shares Outstanding          |  |      | 12,899,119 |      |   | 11,633,558
|                                                    |  |      |            |      |   |           



The accompanying notes are an integral
part of these condensed consolidated financial statements.



3



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE
MONTHS ENDED SEPTEMBER 30

(UNAUDITED)

($ IN THOUSANDS)



|                                              |  |      |       |   |      |   |      
|--------------------------------------------- |  | ---- | ----- | - | ---- | - | -----
|                                              |  | 2005 |       |   | 2004
|Net Income                                    |  | $    | 4,489 |   |      | $ | 3,210
|                                              |  |     
|Other Comprehensive Income, Net of Income Tax |  |      |       |   |      |   |      
|Unrealized Holding (Losses) Gains             |  |      | (401  | ) |      |   | 1,102
|                                              |  |      |       |   |      |   |      
|Comprehensive Income                          |  | $    | 4,088 |   |      | $ | 4,312
|                                              |  |      |       |   |      |   |      



The
accompanying notes are an integral part of these condensed consolidated financial statements.



4



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED
SEPTEMBER 30

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)



|                                                    |  |      |            |      |   |           
|--------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                    |  | 2005 |            | 2004
|Interest Income                                     |  |      |            |      |   |           
|Loans, Including Fees                               |  | $    | 51,773     |      | $ | 36,153    
|Federal Funds Sold                                  |  |      | 312        |      |   | 80        
|Investment Securities                               |  |      | 3,401      |      |   | 2,940     
|Other                                               |  |      | 108        |      |   | 35        
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 55,594     |      |   | 39,208    
|Interest Expense                                    |  |      |            |      |   |           
|Deposits                                            |  |      | 16,088     |      |   | 8,322     
|Federal Funds Purchased                             |  |      | 222        |      |   | 46        
|FHLB Loans                                          |  |      | 1,475      |      |   | 1,104     
|Repurchase Agreements                               |  |      | 117        |      |   | 33        
|Subordinated Debentures                             |  |      | 900        |      |   | 655       
|Other                                               |  |      | 173        |      |   | 77        
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 18,975     |      |   | 10,237    
|                                                    |  |      |            |      |   |           
|Net Interest Income                                 |  |      | 36,619     |      |   | 28,971    
|                                                    |  |      |            |      |   |           
|Provision for Loan Losses                           |  |      | 2,203      |      |   | 1,967     
|                                                    |  |      |            |      |   |           
|Net Interest Income After Provision for Loan Losses |  |      | 34,416     |      |   | 27,004    
|                                                    |  |      |            |      |   |           
|Noninterest Income                                  |  |      |            |      |   |           
|Service Charges on Deposits                         |  |      | 5,411      |      |   | 4,746     
|Securities Gains                                    |  |      |           |      |   | 10        
|Mortgage Banking Income                             |  |      | 3,462      |      |   | 3,912     
|Other                                               |  |      | 3,365      |      |   | 2,031     
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 12,238     |      |   | 10,699    
|                                                    |  |      |            |      |   |           
|Noninterest Expense                                 |  |      |            |      |   |           
|Salaries and Employee Benefits                      |  |      | 16,767     |      |   | 13,713    
|Occupancy and Equipment                             |  |      | 2,737      |      |   | 2,514     
|Office Supplies and Printing                        |  |      | 526        |      |   | 502       
|Telephone Expense                                   |  |      | 619        |      |   | 551       
|Data Processing                                     |  |      | 522        |      |   | 985       
|Marketing Expense                                   |  |      | 1,137      |      |   | 917       
|Securities Losses                                   |  |      | 6          |      |   |          
|Other                                               |  |      | 5,731      |      |   | 4,530     
|                                                    |  |      |            |      |   |           
|                                                    |  |      | 28,045     |      |   | 23,712    
|                                                    |  |      |            |      |   |           
|Income Before Income Taxes                          |  |      | 18,609     |      |   | 13,991    
|                                                    |  |     
|Income Taxes                                        |  |      | 6,803      |      |   | 5,089     
|                                                    |  |      |            |      |   |           
|Net Income                                          |  | $    | 11,806     |      | $ | 8,902     
|                                                    |  |      |            |      |   |           
|Basic Earnings Per Share                            |  | $    | 0.97       |      | $ | 0.81      
|                                                    |  |      |            |      |   |           
|Diluted Earnings Per Share                          |  | $    | 0.94       |      | $ | 0.78      
|                                                    |  |      |            |      |   |           
|Dividends Per Share                                 |  | $    | .20        |      | $ | .17       
|                                                    |  |      |            |      |   |           
|Weighted Average Common Shares Outstanding          |  |      | 12,212,164 |      |   | 10,992,132
|                                                    |  |      |            |      |   |           



The
accompanying notes are an integral part of these condensed consolidated financial statements.



5



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR NINE MONTHS
ENDED SEPTEMBER 30

(UNAUDITED)

($ IN THOUSANDS)



|                                              |  |      |        |   |      |   |       |  
|--------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | -
|                                              |  | 2005 |        |   | 2004 |  
|Net Income                                    |  | $    | 11,806 |   |      | $ | 8,902 |  
|                                              |  |     
|Other Comprehensive Income, Net of Income Tax |  |      |        |   |      |   |       |  
|Unrealized Holding Losses                     |  |      | (722   | ) |      |   | (9    | )
|                                              |  |      |        |   |      |   |       |  
|Comprehensive Income                          |  | $    | 11,084 |   |      | $ | 8,893 |  
|                                              |  |      |        |   |      |   |       |  



The
accompanying notes are an integral part of these condensed consolidated financial statements.



6



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR NINE MONTHS ENDED
SEPTEMBER 30

(UNAUDITED)

($ IN THOUSANDS)



|                                                                                   |  |      |          |   |      |   |          |  
|---------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                                                   |  | 2005 |          |   | 2004 |  
|Cash Flows from Operating Activities                                               |  |      |          |   |      |   |          |  
|Net Income                                                                         |  | $    | 11,806   |   |      | $ | 8,902    |  
|Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities |  |      |          |   |      |   |          |  
|Stock Options                                                                      |  |      | 359      |   |      |   | 206      |  
|Depreciation                                                                       |  |      | 1,217    |   |      |   | 1,039    |  
|Amortization and Accretion                                                         |  |      | 304      |   |      |   | 321      |  
|Provision for Loan Losses                                                          |  |      | 2,203    |   |      |   | 1,967    |  
|Securities Losses (Gains)                                                          |  |      | 6        |   |      |   | (10      | )
|(Gain) Loss on Sale of Other Real Estate                                           |  |      | (124     | ) |      |   | 113      |  
|Unrealized Loss on Other Real Estate                                               |  |      | 41       |   |      |   | 36       |  
|Loss on Sale of Premises and Equipment                                             |  |      |         |   |      |   | 15       |  
|Loans Held for Sale                                                                |  |      | (1,865   | ) |      |   | 2,085    |  
|Net Change in Other                                                                |  |      | (1,051   | ) |      |   | (92      | )
|                                                                                   |  |      |          |   |      |   |          |  
|                                                                                   |  |      | 12,896   |   |      |   | 14,582   |  
|                                                                                   |  |      |          |   |      |   |          |  
|Cash Flows from Investing Activities                                               |  |      |          |   |      |   |          |  
|Interest-Bearing Deposits with Other Banks                                         |  |      | 1,878    |   |      |   | (104     | )
|Purchase of Investment Securities Available for Sale                               |  |      | (15,001  | ) |      |   | (45,115  | )
|Proceeds from Disposition of Investment Securities Available for Sale              |  |      | 15,670   |   |      |   | 32,211   |  
|Held to Maturity                                                                   |  |      | 1,936    |   |      |   |         |  
|Federal Home Loan Bank Stock, Net                                                  |  |      | (325     | ) |      |   | 89       |  
|Loans to Customers, Net                                                            |  |      | (113,297 | ) |      |   | (96,829  | )
|Premises and Equipment, Net                                                        |  |      | (2,355   | ) |      |   | (2,548   | )
|Other Real Estate                                                                  |  |      | 2,873    |   |      |   | 3,285    |  
|Goodwill Resulting from Contingent Cash Payments                                   |  |      | (910     | ) |      |   | (1,868   | )
|Investment in Bank Owned Life Insurance                                            |  |      | (5,000   | ) |      |   |         |  
|Cash Received in Business Acquisition, Net                                         |  |      | 3,846    |   |      |   |         |  
|                                                                                   |  |      |          |   |      |   |          |  
|                                                                                   |  |      | (110,685 | ) |      |   | (110,879 | )
|                                                                                   |  |      |          |   |      |   |          |  
|Cash Flows from Financing Activities                                               |  |      |          |   |      |   |          |  
|Interest-Bearing Customer Deposits                                                 |  |      | 114,058  |   |      |   | 46,811   |  
|Noninterest-Bearing Customer Deposits                                              |  |      | 12,164   |   |      |   | 1,603    |  
|Dividends Paid                                                                     |  |      | (2,433   | ) |      |   | (1,843   | )
|Federal Funds Purchased and Repurchase Agreements                                  |  |      | (11,759  | ) |      |   | 12,621   |  
|Federal Home Loan Bank Notes                                                       |  |      | 8,114    |   |      |   | 12,204   |  
|Issuance of Common Stock                                                           |  |      | 333      |   |      |   | 19,246   |  
|                                                                                   |  |      |          |   |      |   |          |  
|                                                                                   |  |      | 120,477  |   |      |   | 90,642   |  
|                                                                                   |  |      |          |   |      |   |          |  
|Net Increase (Decrease) in Cash and Cash Equivalents                               |  |      | 22,688   |   |      |   | (5,655   | )
|                                                                                   |  |     
|Cash and Cash Equivalents, Beginning                                               |  |      | 44,346   |   |      |   | 49,894   |  
|                                                                                   |  |      |          |   |      |   |          |  
|Cash and Cash Equivalents, Ending                                                  |  | $    | 67,034   |   |      | $ | 44,239   |  
|                                                                                   |  |      |          |   |      |   |          |  



The
accompanying notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



(1) Basis of Presentation



The consolidated financial statements include Security Bank Corporation (the Company) and
its wholly-owned subsidiaries, Security Bank of Bibb County (formerly Security National Bank), located in Macon, Georgia; Security Bank of Houston County (formerly Crossroads Bank of Georgia), located in Perry, Georgia; Security Bank of Jones County
(formerly Bank of Gray) located in Gray, Georgia; and Security Bank of North Metro (formerly SouthBank) located in Woodstock, Georgia (the Banks). The financial statements of Security Bank of Bibb County include its wholly-owned subsidiary,
Fairfield Financial Services, Inc. since its formation on August 1, 2000.



The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with generally accepted accounting principles. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial
position and results of operations for the periods covered by this report have been included. The accompanying consolidated financial statements should be read in conjunction with the Security Bank Corporation consolidated financial statements and
related notes appearing in the 2004 annual report previously filed on Form 10-K.



Changes in Accounting Principles and Effects of New Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting (SFAS) No. 123R (revised 2004), Share-Based Payment, which revises SFAS No. 123,
Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. This statement focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Stock
Ownership Plans. This statement requires an entity to recognize the cost of employee services received in share-based payment transactions and measure the cost on a grant-date fair value of the award. That cost will be recognized over the period
during which an employee is required to provide service in exchange for the award. The provisions of SFAS 123R (revised 2004) are effective for financial statements issued for the first fiscal year beginning after June 15, 2005. Effective
January 1, 2002, the Company adopted the fair value method of recording stock-based compensation. For this reason, the implementation of SFAS No. 123R (revised 2004) will not have an impact on the Company.



In March 2004, the FASB ratified the consensus reached by the Emerging Issues Task Force in
Issue 03-1,The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1). EITF 03-1 provides guidance for determining when an investment is considered impaired, whether impairment is other than
temporary, and measurement of an impairment loss. In September 2004, the FASB issued FSP 03-1-1 which delayed the effective date for the measurement and recognition guidance contained in paragraphs 1020 of Issue 03-1 due to additional proposed
guidance. At September 30, 2005, gross unrealized losses on available for sale securities were $1,143,000. The Company is continuing to evaluate the impact of EITF 03-1. The amount of other than temporary impairment to be recognized, if any,
will be dependent on market conditions, managements intent and ability to hold investments until a forecasted recovery, and the finalization of the proposed guidance by the FASB.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(1) Basis of
Presentation (Continued)



Changes in Accounting Principles and Effects
of New Accounting Pronouncements (Continued)



In December 2003, the
Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued AICPA Statement of Position No. 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer (SOP 03-3), to address
accounting for differences between the contractual cash flows of certain loans and debt securities and the cash flows expected to be collected when loans or debt securities are acquired in a transfer and those cash flow differences are attributable,
at least in part, to credit quality. As such, SOP 03-3 applies to such loans and debt securities acquired in purchase business combinations and does not apply to originated loans. The application of SOP 03-3 limits the interest income, including
accretion of purchase price discounts that may be recognized for certain loans and debt securities. Additionally, SOP 03-3 requires that the excess of contractual cash flows over cash flows expected to be collected (nonaccretable difference) not be
recognized as an adjustment of yield or valuation allowance, such as the allowance for loan and lease losses. Subsequent to the initial investment, increases in expected cash flows generally should be recognized prospectively through adjustment of
the yield on the loan or debt security over its remaining life. Decreases in expected cash flows should be recognized as impairment. SOP 03-3 is effective for loans and debt securities acquired in fiscal years beginning after December 15, 2004,
with early application encouraged. The Company adopted SOP 03-3 on January 1, 2005 and there was no impact to the Companys financial condition, results of operations or cash flows during the nine months ended September 30, 2005.



In May 2005, the FASB issued Statement No. 154, (SFAS No. 154)
Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3. This new standard replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements. Among other changes, SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new
accounting principle, unless it is impracticable to do so. SFAS No. 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a change in estimate (prospectively) that
was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a restatement. The new standard is effective for accounting changes and corrections of errors
made in fiscal years beginning after December 15, 2005. Security Bank Corporation does not anticipate this revision will have a material effect on its financial statements.



Segment Reporting



Reportable segments are business units which offer different products and services and require different management and marketing strategies. Management of Security Bank
Corporation considers that all banking operations are essentially similar within each of its subsidiaries and that there are no reportable operating segments. However, fee income from mortgage loans originated and sold to investors increased
significantly with the July 2000 acquisition of Fairfield Financial Services, Inc. (Fairfield). Consolidated other income for the nine-month period ended September 30, 2005 includes approximately $3,462,000 of Fairfield fee income. Such income
may fluctuate significantly with increases or decreases in mortgage rates.



Reclassifications



Certain
reclassifications have been made to conform prior period amounts to the current period presentation.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(2) Loans



Loans as of September 30, 2005 are
comprised of the following:



|                                                           |  |                  |           |  
|---------------------------------------------------------- |  | ---------------- | --------- | -
|                                                           |  | ($ in Thousands) |          
|Commercial                                                 |  | $                | 97,192    |  
|Real Estate-Construction                                   |  |                  | 470,654   |  
|Real Estate-Other                                          |  |                  | 457,856   |  
|Installment Loans to Individuals for Personal Expenditures |  |                  | 36,026    |  
|All Other                                                  |  |                  | 3,890     |  
|                                                           |  |                  |           |  
|                                                           |  |                  | 1,065,618 |  
|Allowance for Loan Losses                                  |  |                  | (13,628   | )
|Unearned Interest and Fees                                 |  |                  | (1,548    | )
|                                                           |  |                  |           |  
|                                                           |  | $                | 1,050,442 |  
|                                                           |  |                  |           |  



Loans are generally reported at
principal amount less unearned interest and fees. Impaired loans are recorded under SFAS No. 114, Accounting by Creditors for Impairment of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures. Impaired loans are loans for which principal and interest are unlikely to be collected in accordance with the original loan terms and, generally, represent loans delinquent in excess of 90 days which have been placed
on nonaccrual status and for which collateral values are less than outstanding principal and interest. Small balance, homogeneous loans are excluded from impaired loans. Generally, interest payments received on impaired loans are applied to
principal. Upon receipt of all loan principal, additional interest payments are recognized as interest income on the cash basis.



Other nonaccrual loans are loans for which payments of principal and interest are considered doubtful of collection under original terms but collateral values equal or
exceed outstanding principal and interest.



Fees and incremental direct costs
associated with the loan origination process are deferred and amortized using the straight-line method as adjustments to yield over the respective loan terms.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(3) Earnings Per Share



SFAS No. 128 establishes standards for computing and presenting
basic and diluted earnings per share. Basic earnings per share is calculated and presented based on income available to common stockholders divided by the weighted average number of shares outstanding during the reporting periods. Diluted earnings
per share reflects the potential dilution that would occur if warrants and options were exercised and converted into common stock. The following presents earnings per share for the three and nine months ended September 30, 2005 under the
requirements of SFAS No. 128:



|                               |  |                                      |            |                                       |   |           
|------------------------------ |  | ------------------------------------ | ---------- | ------------------------------------- | - | ----------
|                               |  | Nine Months Ended September 30, 2005 |            | Three Months Ended September 30, 2005
|Basic Earnings Per Share       |  |                                      |            |                                       |   |           
|Net Income Per Common Share    |  | $                                    | 0.97       |                                       | $ | 0.36      
|Weighted Average Common Shares |  |                                      | 12,212,164 |                                       |   | 12,899,119
|                               |  |                                     
|Diluted Earnings Per Share     |  |                                      |            |                                       |   |           
|Net Income Per Common Share    |  | $                                    | 0.94       |                                       | $ | 0.33      
|Weighted Average Common Shares |  |                                      | 12,547,715 |                                       |   | 13,218,030



The assumed exercise of stock options
is included in the diluted earnings per share computation using the treasury stock method and assuming an average market price for Security Bank Corporation stock of $23.8700 and $21.9421 for the three- and nine-month periods ended
September 30, 2005. The Companys stock is quoted on the NASDAQ market under the symbol SBKC.



Effective January 1, 2002, the Company adopted the fair value-based method of recording stock-based compensation contained in SFAS No. 123, Accounting for Stock-Based Compensation, which is considered
the preferable accounting method for stock-based employee compensation. Prior to that date, the Company had applied the intrinsic value method permitted under SFAS No. 123, as defined in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, in accounting for stock-based compensation plans. Accordingly, no compensation expense has been recognized for the Companys stock option plans prior to January 1, 2002. In adopting SFAS
No. 123, the Company is allowed to choose from three alternative transition methods. The Company elected to apply SFAS No. 123 prospectively to all new awards. As a result of the implementation of SFAS No. 123 in 2002 for prospective
awards, $119,607 and $358,821 of compensation expense was recorded during the three and nine month periods ended September 30, 2005, respectively, compared to $119,607 and $205,859 for the same periods in the prior year. Stock-based
compensation awards granted in previous years will continue to be accounted for under Opinion 25.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(3) Earnings Per Share (Continued)



During the third quarter of 2004 and 2005 there were options granted prior
to 2002 that vested. If compensation expense for these awards were determined on the basis of SFAS No. 123, net income and earnings per share would have been reduced as shown in the proforma information presented hereafter:



|                           |  |                                      |        |                                       |   |       |  |      |       |  |   |      
|-------------------------- |  | ------------------------------------ | ------ | ------------------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                           |  | Nine Months Ended as of September 30 |        | Three Months Ended as of September 30
|                           |  | 2005                                 |        | 2004                                  |   | 2005  |  | 2004
|Net Income                 |  |                                      |        |                                       |   |       |  |      |       |  |   |      
|As Reported                |  | $                                    | 11,806 |                                       | $ | 8,902 |  | $    | 4,489 |  | $ | 3,210
|Proforma                   |  |                                      | 11,777 |                                       |   | 8,882 |  |      | 4,460 |  |   | 3,190
|                           |  |                                      |        |                                      
|Basic Earnings Per Share   |  |                                      |        |                                       |   |       |  |      |       |  |   |      
|As Reported                |  |                                      | .97    |                                       |   | .81   |  |      | .36   |  |   | .28  
|Proforma                   |  |                                      | .96    |                                       |   | .81   |  |      | .35   |  |   | .27  
|                           |  |                                      |        |                                      
|Diluted Earnings Per Share |  |                                      |        |                                       |   |       |  |      |       |  |   |      
|As Reported                |  |                                      | .94    |                                       |   | .78   |  |      | .33   |  |   | .27  
|Proforma                   |  |                                      | .94    |                                       |   | .78   |  |      | .33   |  |   | .27  



(4) Allowance for Loan Losses



The allowance method is used in providing for losses on loans.
Accordingly, all loan losses decrease the allowance and all recoveries increase it. The provision for loan losses is based on factors which, in managements judgment, deserve current recognition in estimating possible loan losses. Such factors
considered by management include growth and composition of the loan portfolio, economic conditions and the relationship of the allowance for loan losses to outstanding loans.



An allowance for loan losses is maintained for all impaired loans. Provisions are made for impaired loans upon changes in expected future
cash flows or estimated net realizable value of collateral. When determination is made that impaired loans are wholly or partially uncollectible, the uncollectible portion is charged off.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(4) Allowance for Loan Losses
(Continued)



The following table presents
the Companys loan loss experience on all loans for the three months ended September 30:



|                                          |  |                  |        |    |      |   |        |   
|----------------------------------------- |  | ---------------- | ------ | -- | ---- | - | ------ | --
|                                          |  | ($ in Thousands) |       
|                                          |  | 2005             |        |    | 2004 |  
|Allowance for Loan Losses, July 1         |  | $                | 13,264 |    |      | $ | 10,096 |   
|                                          |  |                  |        |    |      |   |        |   
|Charge-Offs                               |  |                  |        |    |      |   |        |   
|Commercial, Financial and Agricultural    |  |                  | (171   | )  |      |   | (60    | ) 
|Real Estate - Mortgage                    |  |                  | (79    | )  |      |   | (65    | ) 
|Consumer                                  |  |                  | (102   | )  |      |   | (242   | ) 
|                                          |  |                  |        |    |      |   |        |   
|                                          |  |                  | (352   | )  |      |   | (367   | ) 
|                                          |  |                  |        |    |      |   |        |   
|Recoveries                                |  |                  |        |    |      |   |        |   
|Commercial, Financial and Agricultural    |  |                  | 12     |    |      |   | 101    |   
|Real Estate - Mortgage                    |  |                  | 7      |    |      |   |       |   
|Consumer                                  |  |                  | 73     |    |      |   | 106    |   
|                                          |  |                  |        |    |      |   |        |   
|                                          |  |                  | 92     |    |      |   | 207    |   
|                                          |  |                  |        |    |      |   |        |   
|Net Charge-Offs                           |  |                  | (260   | )  |      |   | (160   | ) 
|                                          |  |                  |        |    |      |   |        |   
|Provision for Loan Losses                 |  |                  | 624    |    |      |   | 529    |   
|                                          |  |                  |        |    |      |   |        |   
|Allowance for Loan Losses, September 30   |  | $                | 13,628 |    |      | $ | 10,465 |   
|                                          |  |                  |        |    |      |   |        |   
|Ratio of Net Charge-Offs to Average Loans |  |                  | (0.02  | )% |      |   | (0.02  | )%
|                                          |  |                  |        |    |      |   |        |   



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(4) Allowance for Loan Losses
(Continued)



The following table presents
the Companys loan loss experience on all loans for the nine months ended September 30:



|                                          |  |                  |        |    |      |   |        |   
|----------------------------------------- |  | ---------------- | ------ | -- | ---- | - | ------ | --
|                                          |  | ($ in Thousands) |       
|                                          |  | 2005             |        |    | 2004 |  
|Allowance for Loan Losses, January 1      |  | $                | 10,903 |    |      | $ | 9,407  |   
|                                          |  |                  |        |    |      |   |        |   
|Charge-Offs                               |  |                  |        |    |      |   |        |   
|Commercial, Financial and Agricultural    |  |                  | (471   | )  |      |   | (109   | ) 
|Real Estate  Mortgage                    |  |                  | (277   | )  |      |   | (561   | ) 
|Consumer                                  |  |                  | (470   | )  |      |   | (877   | ) 
|                                          |  |                  |        |    |      |   |        |   
|                                          |  |                  | (1,218 | )  |      |   | (1,547 | ) 
|                                          |  |                  |        |    |      |   |        |   
|Recoveries                                |  |                  |        |    |      |   |        |   
|Commercial, Financial and Agricultural    |  |                  | 63     |    |      |   | 162    |   
|Real Estate  Mortgage                    |  |                  | 16     |    |      |   | 45     |   
|Consumer                                  |  |                  | 241    |    |      |   | 431    |   
|                                          |  |                  |        |    |      |   |        |   
|                                          |  |                  | 320    |    |      |   | 638    |   
|                                          |  |                  |        |    |      |   |        |   
|Net Charge-Offs                           |  |                  | (898   | )  |      |   | (909   | ) 
|                                          |  |                  |        |    |      |   |        |   
|SouthBank Acquisition                     |  |                  | 1,420  |    |      |   |       |   
|                                          |  |                  |        |    |      |   |        |   
|Provision for Loan Losses                 |  |                  | 2,203  |    |      |   | 1,967  |   
|                                          |  |                  |        |    |      |   |        |   
|Allowance for Loan Losses, September 30   |  | $                | 13,628 |    |      | $ | 10,465 |   
|                                          |  |                  |        |    |      |   |        |   
|Ratio of Net Charge-Offs to Average Loans |  |                  | (0.09  | )% |      |   | (0.12  | )%
|                                          |  |                  |        |    |      |   |        |   



(5) Derivative Financial
Instruments



On July 1, 2003, the Company adopted SFAS No. 149,
Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities. This statement requires that all derivatives be recognized as assets or liabilities in the balance sheet and measured at fair value. Loan commitments
related to the origination or acquisition of mortgage loans that will be held for sale must be accounted for as derivative instruments.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(5) Derivative Financial Instruments
(Continued)



The Company enters into commitments to originate loans whereby
the interest rate on the loan is determined prior to funding (rate-lock commitments). Rate-lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with related fees
received from potential borrowers, are to be recorded at fair value in derivative assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter
into similar agreements, and for fixed-rate commitments also considers the difference between current levels of interest rates and the committed rates. The Company has not recorded rate-lock commitments as derivative assets or liabilities as of
September 30, 2005 as the effects did not have a material impact on the consolidated financial statements.



(6) Investment Securities



The Company records investment securities under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. In accordance with the
provisions of SFAS No. 115, the Company elected to classify securities individually as either available for sale or held to maturity. Securities classified as held to maturity are recorded at amortized cost. Those classified as available for
sale are adjusted to market value through a tax-effected increase or reduction in stockholders equity.



Investment securities as of September 30, 2005 are summarized as follows:



|                              |  |                  |         |                        |   |                         |  |   |            |   |  |   |        
|----------------------------- |  | ---------------- | ------- | ---------------------- | - | ----------------------- |  | - | ---------- | - |  | - | -------
|                              |  | Amortized Cost   |         | Gross Unrealized Gains |   | Gross Unrealized Losses |  |   | Fair Value
|                              |  | ($ in Thousands)
|Securities Available for Sale |  |                  |         |                        |   |                         |  |   |            |   |  |   |        
|U.S. Treasuries               |  | $                | 501     |                        | $ | 1                       |  | $ |           |   |  | $ | 502    
|U.S. Government Agencies      |  |                  |         |                        |   |                         |  |   |            |   |  |   |        
|Mortgage Backed               |  |                  | 67,068  |                        |   | 131                     |  |   | (680       | ) |  |   | 66,519 
|Other                         |  |                  | 34,262  |                        |   | 4                       |  |   | (454       | ) |  |   | 33,812 
|State, County and Municipal   |  |                  | 13,707  |                        |   | 443                     |  |   | (9         | ) |  |   | 14,141 
|Other Securities              |  |                  | 191     |                        |   |                        |  |   |           |   |  |   | 191    
|                              |  |                  |         |                        |   |                         |  |   |            |   |  |   |        
|                              |  | $                | 115,729 |                        | $ | 579                     |  | $ | (1,143     | ) |  | $ | 115,165
|                              |  |                  |         |                        |   |                         |  |   |            |   |  |   |        
|Securities Held to Maturity   |  |                  |         |                        |   |                         |  |   |            |   |  |   |        
|State, County and Municipal   |  | $                | 450     |                        | $ |                        |  | $ | 9          |   |  | $ | 459    
|                              |  |                  |         |                        |   |                         |  |   |            |   |  |   |        



Unrealized holding losses, net of tax,
on securities available for sale in the amount of $369,000 have been charged to stockholders equity as of September 30, 2005.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(7) Borrowed Money



Borrowed money is comprised of the following as of
September 30, 2005:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | ($ in Thousands)
|Advances under the Blanket Agreement for Advances and Security Agreement with the Federal Home Loan Bank (FHLB) have maturities in varying amounts through March 23, 2011 and interest rates
ranging from 2.11 percent to 4.55 percent. Residential first mortgage loans, commercial real estate loans and investment securities are pledged as collateral for the FHLB advances.                                                                                                                                                                                                                                                                                                     |  | $                | 68,700 
|Advances under the line of credit with The Bankers Bank mature March 21, 2015 with interest rates on $14 million at prime minus 100 basis points and $3 million at prime minus 50 basis
points. All shares of stock owned by the Company in Security Bank of Bibb County and Security Bank of Houston County are pledged as collateral on the line of credit. The Company had available line of credit totaling $17,000,000, of which $4,050,000
was available.                                                                                                                                                                                                                       |  |                  | 12,950 
|During the fourth quarter of 2002, the Company formed a subsidiary whose sole purpose was to issue Trust Preferred Securities through a pool sponsored by FTN Financial Capital Markets. The Trust
Preferred Securities have a maturity of 30 years and are redeemable after five years with certain exceptions. At September 30, 2005, the floating-rate securities had a 6.72 percent interest rate, which will reset quarterly at the three-month
LIBOR rate plus 3.25 percent. The Trust Preferred Securities are recorded as subordinated debentures on the consolidated balance sheets, but, subject to certain limitations, qualify as Tier 1 capital for regulatory purposes. |  |                  | 18,557 
|Federal Funds Purchased                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                  | 2,227  
|Securities Sold Under Agreement to Repurchase                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                  | 7,825  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |        
|Total Borrowed Money                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $                | 110,259
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |        



Maturities of all FHLB and The Bankers Bank advances for each of the ensuing years are as follows:



|           |  |        |       
|---------- |  | ------ | ------
|Year       |  | Amount
|2005       |  | $      | 13,850
|2006       |  |        | 33,850
|2007       |  |        | 11,000
|Thereafter |  |        | 22,950
|           |  |        |       
|           |  | $      | 81,650
|           |  |        |       



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(7) Borrowed Money (Continued)



On December 31, 2003, the Company retroactively implemented FASB
Interpretation No. 46R, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, resulting in the deconsolidation of Security Bank Statutory Trust I. The implementation of this interpretation resulted in
SBKCs $557,000 investment in the common equity of the trust being included in the consolidated balance sheets as other assets and the interest income and interest expense received from and paid to the trust, respectively, being included in the
consolidated statements of income as interest income and interest expense. The increase to other interest income and interest expense totaled $26,665 and $19,314 as of September 30, 2005 and 2004, respectively.



(8) Deposits



Components of deposits as of September 30, 2005 are as follows:



|                        |  |                |          
|----------------------- |  | -------------- | ---------
|                        |  | $ in Thousands
|Demand                  |  | $              | 137,295  
|Interest-Bearing Demand |  |                | 256,756  
|Savings                 |  |                | 19,142   
|Time, $100,000 and Over |  |                | 353,473  
|Other Time              |  |                | 319,713  
|                        |  |                |          
|                        |  | $              | 1,086,379
|                        |  |                |          



Brokered deposits are third-party time
deposits placed by or through the assistance of a deposit broker. As of September 30, 2005, the Company had $210,718,000 in brokered deposits compared to $125,387,000 at December 31, 2004.



(9) Stockholders Equity



In 1999, the board of directors of Security Bank Corporation adopted an incentive stock
option plan which authorizes 250,000 shares to be granted to certain officers and key employees. Those officers and key employees are granted the right to purchase shares of common stock at a price representing the market value of the stock at the
date of the option grant. In May 1999, 147,000 options were granted at the price of $9.25 per share and an additional 20,000 options were granted at $8.97 per share in September 1999. An additional 51,000 options were granted at $6.50 per share in
August 2000 under this same plan. Option holders may exercise in accordance with a vesting schedule beginning with 20 percent the first year and increasing 20 percent each year thereafter such that 100 percent of granted options may be exercised by
the end of the fifth year.



17



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(9) Stockholders Equity
(Continued)



During the first quarter of 2002, the board of directors of
Security Bank Corporation adopted a performance-based incentive stock option plan. Under this plan, 210,000 options were granted in May 2002 at $9.75 per share, 15,000 were granted at $11.40 in November 2002, an additional 10,000 options were
granted at $11.75 in December 2002 and an additional 7,000 options were granted at $16.50 in August 2003. The nonforfeitable provisions for these options are two-tiered. Options in the first tier are nonforfeitable over three years based on a 12
percent increase in earnings per share over the base year diluted earnings per share of $0.52 each year. If the maximum diluted earnings per share of $0.72 is reached during the three-year period, the nonforfeitable shares are doubled. Under the
second tier, additional shares shall become nonforfeitable for two executive officers based on the same requirements except the diluted earnings per share must increase 15 percent a year to a maximum of $0.78 during the three-year period. The first
year of nonforfeiture for this plan is based on the Companys performance for 2001. One-third of the nonforfeitable options vest on each anniversary of the stock option agreements.



During the second quarter of 2004, the board of directors of Security Bank Corporation adopted another performance-based incentive stock
option plan, which calls for adjustments to earnings per share based on the impact of the 2004 common stock offering. Under this plan, 436,000 options were granted in May 2004 at $15.71 per share. The nonforfeitable provisions for these options are
two-tiered. Options in the first-tier are nonforfeitable over three years based on a 12 percent increase in adjusted earnings per share over the base year diluted earnings of $0.96. If the maximum adjusted diluted earnings per share of $1.35 is
reached during the three-year period, the nonforfeitable shares are doubled. Under the second tier, additional shares shall become nonforfeitable for three executive officers based on the same requirements except the adjusted diluted earnings per
share must increase 15 percent a year to a maximum of $1.46 during the three-year period. The first year of nonforfeiture for this plan is based on the Companys performance of 2004. One-third of the nonforfeitable options vest on each
anniversary of the stock option agreements.



In addition, stockholders of
Security Bank Corporation approved the 2004 Employee Stock Purchase Plan. One hundred thousand shares have been reserved for issuance under this plan. Through payroll deductions eligible employees may specify withholdings of a minimum of $10 and
maximum of $300 per payroll period. The purchase price of shares under this plan is 85 percent of the fair market value of the stock on the first day of the offer period. The fair market value of the stock will reset on the first day of each
subsequent quarter during the offer period. Participation in the plan began in August 2004.



In June 2005, the Company granted 15,000 options at $20.09 per share under the incentive stock plan adopted in 2004. The nonforfeitable provisions for these options are in the first-tier, and are nonforfeitable over
three years based on a twelve percent increase in earnings per share over the diluted earnings per share of $1.07 for the fiscal year ended December 31, 2004. The first year of nonforfeiture for this grant is based on the Companys
performance of 2005. One-third of the nonforfeitable options vest on each anniversary of the stock option agreements.



A summary of option transactions for the nine months ended September 30, 2005 follows:



|                                             |  |                        
|-------------------------------------------- |  | -----------------------
|                                             |  | Incentive Stock Options
|Outstanding, December 31, 2004               |  | 801,000                
|                                             | 
|Granted                                      |  | 15,000                 
|Canceled                                     |  |                       
|Exercised                                    |  | 20,000                 
|                                             |  |                        
|Outstanding, September 30, 2005              |  | 796,000                
|                                             |  |                        
|Eligible to be Exercised, September 30, 2005 |  | 298,258                
|                                             |  |                        



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(9) Stockholders Equity
(Continued)



The Federal Reserve Board measures capital adequacy for bank
holding companies by using a risk-based capital framework and by monitoring compliance with minimum leverage ratio guidelines. The minimum ratio of total risk-based capital to risk-adjusted assets is 8 percent, of which 4 percent must be Tier 1
capital. In addition, the Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies. Those guidelines provide for a minimum leverage ratio of 3 percent for financial institutions that meet certain criteria,
including that they maintain the highest regulatory rating. All other financial institutions are required to maintain a leverage ratio of 4 percent.



The Companys actual ratios as of September 30, 2005 are as follows:



|                     |  |                              |   |  |                                 |   |  |                               |   |  |                              |   |  |                                          |  
|-------------------- |  | ---------------------------- | - |  | ------------------------------- | - |  | ----------------------------- | - |  | ---------------------------- | - |  | ---------------------------------------- | -
|                     |  | Actual                       |  
|                     |  | Security Bank of Bibb County |   |  | Security Bank of Houston County |   |  | Security Bank of Jones County |   |  | Security Bank of North Metro |   |  | Security Bank Corporation (Consolidated) |  
|Tier 1 Capital Ratio |  | 10.17                        | % |  | 9.23                            | % |  | 11.96                         | % |  | 9.94                         | % |  | 9.44                                     | %
|Total Capital Ratio  |  | 11.31                        |   |  | 10.46                           |   |  | 13.21                         |   |  | 11.03                        |   |  | 10.61                                    |  
|Leverage Ratio       |  | 9.39                         |   |  | 8.55                            |   |  | 9.39                          |   |  | 8.91                         |   |  | 8.44                                     |  



(10) Noncash Investing Activities



Noncash investing activities for the
nine months ended September 30 are as follows:



|                                                    |  |      |           |      |   |          
|--------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|                                                    |  | 2005 |           | 2004
|Acquisition of Real Estate through Loan Foreclosure |  | $    | 2,649,000 |      | $ | 1,772,000
|                                                    |  |      |           |      |   |          
|Unrealized loss on investment securities            |  | $    | 1,101,000 |      | $ | 14,000   
|                                                    |  |      |           |      |   |          



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(11) Other Comprehensive Income



For the nine months ended
September 30, 2005, other comprehensive income is comprised of the following:



|                               |  |                  |        |   |            |   |      |            |  |   |      |  
|------------------------------ |  | ---------------- | ------ | - | ---------- | - | ---- | ---------- |  | - | ---- | -
|                               |  | Before Tax       |        |   | Tax Effect |   |      | Net of Tax | 
|                               |  | ($ in Thousands) |       
|Unrealized Loss on Securities  |  |                  |        |   |            |   |      |            |  |   |      |  
|Losses Arising During the Year |  | $                | (1,107 | ) |            | $ | (381 | )          |  | $ | (726 | )
|Reclassification Adjustment    |  |                  | 6      |   |            |   | 2    |            |  |   | 4    |  
|                               |  |                  |        |   |            |   |      |            |  |   |      |  
|Net Unrealized Loss            |  | $                | (1,101 | ) |            | $ | (379 | )          |  | $ | (722 | )
|                               |  |                  |        |   |            |   |      |            |  |   |      |  



(12) Acquisition of Assets



On July 31, 2000, Security Bank of Bibb County purchased the assets
of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of Security Bank of Bibb County incorporated as Fairfield Financial Services, Inc. The
results of operations of Fairfield Financial are included in the accompanying consolidated financial statements since the date of acquisition. The initial purchase price approximated $1,400,000, which consists of approximately $1,000,000 in cash and
64,690 shares of Security Bank Corporation stock valued at $388,140 at closing. The initial cost of the acquisition exceeded the fair value of the assets of Fairfield Financial by $988,000. The excess is recorded as goodwill and was amortized on the
straight-line method over 10 years through December 31, 2001. As a result of the issuance of SFAS No. 142, the goodwill is no longer amortized but is reviewed for impairment.



The Asset Purchase Agreement provides for additional contingent payments of purchase price for years ended 2001-2005 based on the earnings
of Fairfield Financial Services, Inc. The additional payments, if any, are to be payable in cash and stock. Cash payments for 2004 were equated to 30 percent of Fairfield Financial Services, Inc.s earnings for the year. Stock payments for 2004
were based on 70 percent of 2004 earnings utilizing a specific formula for determining number of shares. The number of shares issued during any year cannot exceed 150,000. The maximum number of shares under the agreement cannot exceed 600,000 for
years 2001-2005. All additional payments of cash and stock will be charged to goodwill. If Fairfield Financial sustains losses, no additional purchase price payments are due. The contingent payment made in 2005 as a result of 2004 earnings is a
combination of cash and stock totaling approximately $3,273,000.



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(12) Acquisition of Assets
(Continued)



On October 25, 2002, Security Bank Corporation executed a
definitive agreement to acquire all outstanding shares of the Bank of Gray located in Gray (Jones County), Georgia. The stockholders of the Bank of Gray received $15,000,000 in cash and 3,142,000 common shares of the Company in a business
combination accounted for as a purchase. The merger was approved at the Companys annual meeting on May 29, 2003 and closed on May 30, 2003. Results of operations for the Bank of Gray are included in the consolidated financial
statements since that date. The acquisition was made for the purpose of increasing the Companys market share in the middle Georgia area.



The excess of the purchase price over book value has been allocated to the fair value of premises and equipment, the fair value of deposits and core deposits intangibles
in the amounts of $1,168,000, $2,044,983 and $855,809, respectively. As of September 30, 2005, $511,246 of the deposit premium was accreted to interest expense. The Company amortized $13,250 of the premises and equipment premium and $128,371 of
the core deposit intangibles during the nine months ended September 30, 2005. Goodwill of $20,864,180 was recorded as a result of this acquisition. The goodwill will not be deductible for tax purposes.



On January 19, 2005, the Company executed a definitive agreement to acquire SouthBank, a
community bank located in Woodstock, Georgia. The stockholders of SouthBank received $9,659,994 in cash and 1,121,372 common shares of the Companys common stock. The acquisition was executed on May 31, 2005. Results of operations for
SouthBank are included in the consolidated financial statements since that date. The acquisition was made for the purpose of expanding the Companys operations into the fast-growing north metropolitan Atlanta area.



The excess of the purchase price over book value has been allocated to the fair value of core
deposits intangibles of $1,093,981. The Company amortized $52,094 of the core deposit intangibles during the nine months ended September 30, 2005. Goodwill of $17,925,157 was recorded as a result of this acquisition. The goodwill will not be
deductible for tax purposes.



Following is a condensed balance sheet showing
fair values of the assets acquired and the liabilities assumed as of the date of acquisition:



|                                           |  |   |              |  
|------------------------------------------ |  | - | ------------ | -
|Cash, Due from Bank and Federal Funds Sold |  | $ | 12,677,273   |  
|Investment Securities                      |  |   | 14,051,844   |  
|Loans, Net                                 |  |   | 107,837,573  |  
|Premises and Equipment                     |  |   | 2,902,522    |  
|Core Deposit Intangible                    |  |   | 1,093,981    |  
|Goodwill Arising in the Acquisition        |  |   | 17,925,157   |  
|Other Assets                               |  |   | 1,061,923    |  
|Deposits                                   |  |   | (118,110,954 | )
|Other Liabilities                          |  |   | (6,950,403   | )
|                                           |  |   |              |  
|                                           |  | $ | 32,488,916   |  
|                                           |  |   |              |  



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##### Table of Contents

PART I, ITEM 1 (CONTINUED)

Financial Information



(12) Acquisition of Assets
(Continued)



Following are proforma
amounts assuming that the acquisition was made on January 1, 2004:



|                   |  |                                 |        |                                  |   |        |  |      |        |  |   |       
|------------------ |  | ------------------------------- | ------ | -------------------------------- | - | ------ |  | ---- | ------ |  | - | ------
|                   |  | Nine Months Ended September 30, |        | Three Months Ended September 30,
|                   |  | 2005                            |        | 2004                             |   | 2005   |  | 2004
|Interest Income    |  | $                               | 59,024 |                                  | $ | 42,653 |  | $    | 21,444 |  | $ | 15,226
|                   |  |                                 |        |                                 
|Net Income         |  |                                 | 12,048 |                                  |   | 8,663  |  |      | 4,489  |  |   | 3,361 
|                   |  |                                 |        |                                 
|Earnings Per Share |  |                                 |        |                                  |   |        |  |      |        |  |   |       
|Basic              |  | $                               | 0.99   |                                  | $ | 0.79   |  | $    | 0.36   |  | $ | 0.29  
|Diluted            |  |                                 | 0.96   |                                  |   | 0.77   |  |      | 0.33   |  |   | 0.28  



(13) Restricted Stock-Unearned
Compensation



In 2003, the board of directors of Security Bank Corporation
adopted a restricted stock grant plan which awards certain executive officers common shares of the Company. The maximum number of shares which may be subject to restricted stock awards is 10,000. During 2003, all 10,000 shares were issued under this
plan. The shares are recorded at fair market value (on the date granted) as a separate component of stockholders equity. The cost of these shares is being amortized against earnings using the straight-line method over five years (the
restriction period).



In May 2005, 9,156 shares were issued in connection with
the Southbank acquisition. The shares are recorded at fair market value (on the date granted) as a separate component of stockholders equity. The cost of these shares is being amortized against earnings using the straight-line method over five
years (the restriction period).



(14) Stock Split



In May 2005, the Companys board of directors approved a two-for-one split of the
Companys common stock, payable on May 27, 2005 in the form of a 100 percent stock dividend to shareholders of record on May 16, 2005. All share and per share amounts have been adjusted for the stock split.



(15) Subsequent Events



On September 9, 2005, Security Bank Corporation announced the signing of a definitive agreement to acquire Rivoli Bancorp, Inc., the
parent of Rivoli Bank and Trust. Rivoli Bancorp is a community bank holding company located in Macon, Georgia, with approximately $211 million in assets, $165 million in deposits and $13 million in stockholders equity as of June 30, 2005.
Rivoli Bancorp operates two banking offices in Macon and a third in Griffin, Georgia. In addition, Rivoli Bancorp operates a loan production office in Bogart, Georgia and residential lending offices in Macon and Butler, Georgia.



The transaction is valued at $40.5 million and is expected to be completed by
December 31, 2005, subject to approval by Rivoli Bancorp shareholders and regulatory agencies.



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##### Table of Contents

PART I, ITEM 2

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS
OF OPERATIONS



The following narrative presents managements
discussion and analysis of Security Bank Corporation and Subsidiaries (SBKCs) financial condition and results of operations as of and for the three- and nine-month periods ended September 30, 2005 and 2004. The historical financial
statements of SBKC are set forth elsewhere herein. This discussion should be read in conjunction with those financial statements and the other financial information included in this report.



Overview



SBKC is a Georgia corporation formed to act as a bank holding company for Security Bank of Bibb County (formerly Security National Bank)
(SB-Bibb) under the federal Bank Holding Company Act of 1956, as amended, and the bank holding company laws of Georgia. SBKC was incorporated on February 10, 1994 at the instruction of management of SB-Bibb. At a special meeting of the
stockholders of SB-Bibb on August 2, 1994, the stockholders of SB-Bibb voted in favor of a plan reorganization and agreement of merger pursuant to which SB-Bibb became a wholly-owned subsidiary of SBKC. The reorganization was effective on
June 30, 1994, as a result of which the shares of common stock of SB-Bibb then issued and outstanding were converted into shares of the common stock of SBKC. SB-Bibb has operated as a wholly-owned subsidiary of SBKC since that time, although
the functions and business of SB-Bibb, its board of directors, staff and physical office locations underwent no changes as a result of the reorganization.



SB-Bibb is a state-chartered bank that engages in the commercial banking business primarily in Bibb County, Georgia. SB-Bibb commenced operations on November 4,
1988. The bank operates eight full-service banking offices and one-limited service office in Macon, Georgia. The bank also operates a full-service banking office in Brunswick and another in St. Simons Island, Georgia. On March 1, 1999, the bank
converted its banking charter from a national to a state charter, and changed its name from Security National Bank to Security Bank of Bibb County.



On August 8, 1998, SBKC acquired a 100 percent interest in Crossroads Bancshares, Inc., the parent holding company of Crossroads Bank of Georgia in Perry and Warner
Robins, Georgia. The two companies merged in a pooling of interest stock swap transaction. The parent company of Crossroads Bank was subsequently dissolved. On June 3, 1999, Crossroads Bank changed its name to Security Bank of Houston County
(SB-Houston) and now operates as a wholly-owned subsidiary of SBKC, with five full-service banking offices in Perry and Warner Robins.



On July 31, 2000, SB-Bibb purchased the assets of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The
assets were placed in a newly formed subsidiary of SB-Bibb incorporated as Fairfield Financial Services, Inc. (Fairfield). The purchase transaction involved a combination of SBKC stock and cash consideration. Fairfield is a well-established real
estate mortgage lending company with a number of production locations throughout Georgia and the Southeast, including offices in Macon, Warner Robins, Columbus, Richmond Hill, Gray, Pooler, Woodstock, Brunswick, and St. Simons Island. The Company
functions as a subsidiary of SB-Bibb.



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Overview (Continued)



On May 30, 2003, SBKC acquired all outstanding shares of the Bank of Gray located in
Gray, Georgia. The two companies merged in a business combination accounted for as a purchase. The stockholders of the Bank of Gray received a combination of SBKC stock and cash consideration. On the acquisition date the Bank of Gray officially
changed its name to Security Bank of Jones County (SB-Jones) and now operates as a wholly-owned subsidiary of SBKC, with one-full service banking office in Gray.



On May 31, 2005, SBKC acquired SouthBank, a community bank located in Woodstock, Georgia. The stockholders of SouthBank received a
combination of SBKC stock and cash consideration. On the acquisition date SouthBank officially changed its name to Security Bank of North Metro (SB-North Metro) and now operates as a wholly-owned subsidiary of SBKC, with one full-service banking
office in Woodstock and two lending production offices (LPO) in Cumming and Hiram.



As of September 30, 2005, SBKC had 353 employees on a full-time equivalent basis.



Substantially all of the business of SBKC is conducted through its four subsidiary banks.
Each bank offers a full range of lending services including the specialized Fairfield mortgage subsidiary, deposit products, Internet banking, automated teller machines, safe deposit boxes, credit cards, night depositories, and other services for
the convenience of its customers, who mainly reside in Bibb, Jones, Houston and Cherokee Counties.



Like most financial institutions, our profitability depends largely upon net interest income, which is the difference between the interest received on earning assets, such as loans and investment securities, and the
interest paid on interest-bearing liabilities, principally deposits and borrowings. Our results of operations are also affected by our provision for loan losses; noninterest expenses, such as salaries, employee benefits and occupancy expenses; and
noninterest income, such as mortgage loan fees and service charges on deposit accounts.



SBKCs net income for the three-month and nine-month periods ended September 30, 2005 was $4,489,000 or $0.33 diluted earnings per share and $11,806,000 or $0.94 diluted earnings per share, respectively, compared to $3,210,000 or
$0.27 and $8,902,000 or $0.78 in the same periods of the preceding year. The increase in net income for the three-month and nine-month periods ended September 30, 2005 primarily relates to the growth in the loan portfolio and core deposits in
addition to the Companys success in maintaining interest margins and controlling expenses.



Annualized return on average assets of 1.31 percent and 1.24 percent was recorded for the nine-month periods ended September 30, 2005 and 2004, respectively. Return on average equity of 12.95 percent was recorded
for the nine-month period ended September 30, 2005 compared to 13.06 percent for the same period in 2004.



At September 30, 2005, total assets were $1,345,566,000 compared to $1,063,485,000 at December 31, 2004. At September 30, 2004, total assets were $1,012,647,000 compared to $911,269,000 at
December 31, 2003. The increase in assets from December 31, 2004 is primarily attributable to the addition of $175,015,000 of assets acquired from SouthBank. Total interest-earning assets increased $233,162,000 or 24 percent to
$1,218,744,000 at September 30, 2005 from $985,582,000 at December 31, 2004. The increases in total assets and interest-earning assets compared to December 31, 2004 are primarily due to increases in loan volumes, mainly in real
estateconstruction loans.



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Financial Condition



Cash and Cash Equivalents



Cash and due from banks and interest-bearing deposits increased approximately $16,689,000 or
56 percent to $46,409,000 at September 30, 2005 from $29,720,000 at December 31, 2004. Federal funds sold increased by $4,514,000 to $21,998,000 at September 30, 2005 from $17,484,000 at December 31, 2004. The causes of these
changes are most evident in the analysis of cash flows from investing activities, which reports cash inflows of $15,670,000 from the disposition of available for sale investment securities.



Investment Securities



Investment securities have increased $9,121,000 or 8.6 percent since December 31, 2004
when investment securities totaled $106,494,000. As of September 30, 2005, investment securities were $115,615,000. Excluding SouthBank, investment securities decreased $8,368,000, primarily as a result of the maturity of U.S. Government Agency
securities, which comprise the majority of the Companys investments in securities.



Loans Receivable, Net



Loans
receivable, excluding loans held for sale, were $1,064,070,000 at September 30, 2005, an increase of $218,305,000 or 26 percent (34 percent on an annualized basis) from $845,765,000 at December 31, 2004.



As a result of the SouthBank acquisition, loans increased $132,527,000. Excluding SouthBank,
loans increased $85,778,000 or 10.1 percent (13.5 percent on an annualized basis). Our Company continues to experience good growth in its loan portfolio, particularly in real estate construction loans. Loans held for sale increased $1,865,000 or 25
percent from $7,507,000 at December 31, 2004 to $9,372,000 at September 30, 2005.



Nonperforming Assets



Our
Companys total nonperforming assets were $7,468,000 or 0.56 percent of total assets at September 30, 2005 compared to $8,205,000 or 0.77 percent at December 31, 2004. Nonperforming loans decreased $468,000 or 7.5 percent to
$5,746,000 from $6,214,000 at December 31, 2004. The amount of other real estate owned that was held by our Company on September 30, 2005 totaled $1,722,000, a decrease of $269,000 since December 31, 2004. Excluding SouthBank, total
nonperforming assets decreased $1,493,000 to $6,712,000. The decrease in total nonperforming assets is due to a $1,219,000 decrease in nonperforming loans and a $274,000 decrease in other real estate owned.



The following table presents our nonperforming assets as of
September 30, 2005:



|                                                           |  |                  |      
|---------------------------------------------------------- |  | ---------------- | -----
|                                                           |  | ($ in Thousands)
|Impaired and Other Nonaccrual Loans                        |  | $                | 5,746
|Loans Past Due 90 Days or More and Still Accruing Interest |  |                  |     
|Restructured Loans not Included in the Above               |  |                  |     
|                                                           |  |                  |      
|Total Nonperforming Loans                                  |  |                  | 5,746
|Other Real Estate Owned                                    |  |                  | 1,722
|                                                           |  |                  |      
|Total Nonperforming Assets                                 |  | $                | 7,468
|                                                           |  |                  |      



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Financial Condition (Continued)



Other Assets



Other assets increased $8,615,000 or 67 percent from $12,825,000 at December 31, 2004
to $21,440,000 at September 30, 2005. The SouthBank acquisition accounted for $1,804,000 of the increase. Excluding SouthBank, other assets increased $6,811,000 or 53 percent. This increase is primarily due to the purchase of $5,000,000 of life
insurance policies during the third quarter of 2005.



Deposits



Total deposits increased $243,821,000 or 29 percent (39 percent on an
annualized basis) from $842,558,000 at December 31, 2004 to $1,086,379,000 at September 30, 2005. The SouthBank acquisition accounted for $134,588,000 of the increase. Excluding SouthBank, deposits increased $109,233,000 or 13.0 percent.
This increase is due to an increase of $41,195,000 in interest-bearing demand accounts and $58,867,000 in brokered certificates of deposit. Further discussion of our Companys use of brokered and wholesale certificates of deposit is included in
the liquidity and capital adequacy section of this discussion.



Borrowed
Money



Borrowed money totaled $110,259,000 as of September 30,
2005, an increase of 2.6 percent (3.4 percent on an annualized basis) since December 31, 2004 when borrowed money totaled $107,504,000. Excluding SouthBank, borrowed money decreased $3,645,000 or 3.4 percent (4.5 percent on an annualized
basis). Borrowings from the FHLB amounted to $68,700,000 or 62 percent of total borrowed money as of September 30, 2005. Management utilized the majority of these borrowings to fund additional loan requests. A line of credit at The Bankers
Bank, with available credit totaling $17,000,000, had an outstanding balance of $12,950,000 at September 30, 2005. This line of credit is primarily used to provide capital injections as necessary to our subsidiary banks.



Subordinated debentures, issued December 2002, had an outstanding balance of $18,557,000. The
proceeds from the offering were used to retire holding company debt and to fund the acquisition of the Bank of Gray. The subordinated debentures are included in borrowed funds on the consolidated balance sheets, but subject to certain limitations,
qualify as Tier 1 capital for regulatory capital purposes.



Equity



At September 30, 2005, total equity was $140,408,000 or 10.4
percent of total assets compared to $106,671,000 or 10.0 percent of total assets as of December 31, 2004. Total equity increased $33,737,000, primarily as a result of the issuance of 1,121,372 shares of common stock at a cost of $21,996,000 for
the acquisition of SouthBank and the stock portion of the 2004 contingent payment for the July 31, 2000 acquisition of Fairfield Financial Services of approximately $2,363,000. The remaining increase is due to the retention of net income during
the period, net of dividends paid.



Results of Operations



Net Income



Our Companys net income increased 33 percent to $11,806,000 for the nine months ended September 30, 2005, compared to $8,902,000
recorded in the comparable prior period. Excluding SouthBank, net income increased $2,228,000 or 25 percent. The increase in net income is primarily due to the increase in average total loans from $760,103,000 at September 30, 2004 to
$916,681,000 at September 30, 2005, coupled with the Companys success in maintaining its net interest margin and controlling expenses.



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Net Interest Income



The annualized net interest margin of the Company, net interest income (on a fully
tax-equivalent basis) divided by average earning assets, was 4.46 percent for the nine-month period ended September 30, 2005 compared to 4.44 percent for the same nine-month period of the preceding year. Our Company has been successful in
maintaining its margins despite the downward pressure on margins in the industry as a whole. SBKCs success is the result of our Companys effective use of external debt and noncore deposits, coupled with focused marketing efforts to grow
low-cost core deposits.



Total interest income increased to $21,444,000 and
$55,594,000 for the three-month and nine-month periods ended September 30, 2005, respectively, from $13,824,000 and $39,208,000 during the comparable prior year periods, respectively. Excluding SouthBank, total interest income increased to
$18,709,000 and $52,109,000 for the three-month and nine-month periods ended September 30, 2005, respectively. The increase is the result of continued growth in the Companys loan portfolio.



Total interest expense increased 85 percent for the nine months ended September 30, 2005
compared to the prior period ended September 30, 2004. The increase is primarily due to an increase in average interest-bearing liabilities of 26 percent compared to the prior period, most of which was a result of the SouthBank acquisition. The
increase in interest expense is primarily a result of the rising interest rate environment as apparent in the following rate-volume analysis.



27



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Net Interest Income (Continued)



The following table represents the effective yields and
costs of funds for the nine-month periods ended September 30:



|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|-------------------------------------------------------------- |  | ---------------- | --------- | - | -------------- | - | ------------- |  | ---- | ---------------- |  | - | -------------- | - | ------------- | - | ------ |  | ---- | -
|                                                               |  | 2005             |           |   | 2004           |  
|($ in thousands)                                               |  | Average Balances |           |   | Income/Expense |   | Yields/ Rates |  |      | Average Balances |  |   | Income/Expense |   | Yields/ Rates |  
|Assets                                                         |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Earning Assets                                        |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Loans, Net of Unearned Income                                  |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Taxable                                                        |  | $                | 965,567   |   |                | $ | 51,500        |  | 7.13 | %                |  | $ | 760,103        |   |               | $ | 35,834 |  | 6.30 | %
|Loans Held for Sale                                            |  |                  | 6,706     |   |                |   | 273           |  | 5.44 |                  |  |   | 7,122          |   |               |   | 318    |  | 5.96 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Loans                                                    |  |                  | 972,273   |   |                |   | 51,773        |  | 7.12 |                  |  |   | 767,225        |   |               |   | 36,152 |  | 6.29 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Investment Securities                                          |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Taxable                                                        |  |                  | 100,794   |   |                |   | 2,932         |  | 3.89 |                  |  |   | 84,539         |   |               |   | 2,403  |  | 3.80 |  
|Tax-Exempt, Tax Equivalent Basis                               |  |                  | 14,696    |   |                |   | 711           |  | 6.47 |                  |  |   | 16,294         |   |               |   | 815    |  | 6.68 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Investment Securities                                    |  |                  | 115,490   |   |                |   | 3,643         |  | 4.22 |                  |  |   | 100,833        |   |               |   | 3,218  |  | 4.26 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Deposits in Other Banks                       |  |                  | 3,023     |   |                |   | 81            |  | 3.58 |                  |  |   | 1,503          |   |               |   | 16     |  | 1.42 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Federal Funds Sold                                             |  |                  | 12,930    |   |                |   | 312           |  | 3.23 |                  |  |   | 8,862          |   |               |   | 80     |  | 1.21 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Other Interest-Earning Assets                                  |  |                  | 557       |   |                |   | 27            |  | 6.48 |                  |  |   | 557            |   |               |   | 19     |  | 4.56 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Interest-Earning Assets                                  |  |                  | 1,104,273 |   |                |   | 55,836        |  | 6.76 |                  |  |   | 878,980        |   |               |   | 39,485 |  | 6.00 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Noninterest-Earning Assets Cash                                |  |                  | 31,036    |   |                |   |               |  |      |                  |  |   | 25,348         |   |               |   |        |  |      |  
|Allowance for Loan Losses                                      |  |                  | (12,186   | ) |                |   |               |  |      |                  |  |   | (9,780         | ) |               |   |        |  |      |  
|Other Assets                                                   |  |                  | 75,001    |   |                |   |               |  |      |                  |  |   | 59,056         |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Noninterest-Earning Assets                               |  |                  | 93,851    |   |                |   |               |  |      |                  |  |   | 74,624         |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Assets                                                   |  | $                | 1,198,124 |   |                |   |               |  |      |                  |  | $ | 953,604        |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Liabilities and Stockholders Equity                           |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Liabilities                                   |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Deposits                                      |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Demand and Savings                            |  | $                | 246,289   |   |                | $ | 2,844         |  | 1.54 | %                |  | $ | 184,432        |   |               | $ | 925    |  | 0.67 | %
|Other Time                                                     |  |                  | 607,133   |   |                |   | 13,244        |  | 2.92 |                  |  |   | 480,197        |   |               |   | 7,397  |  | 2.06 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Interest-Bearing Deposits                                |  |                  | 853,422   |   |                |   | 16,088        |  | 2.52 |                  |  |   | 664,629        |   |               |   | 8,322  |  | 1.67 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Other Interest-Bearing Liabilities                             |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Debt                                                           |  |                  | 64,057    |   |                |   | 1,647         |  | 3.44 |                  |  |   | 59,931         |   |               |   | 1,181  |  | 2.63 |  
|Subordinated Debentures                                        |  |                  | 18,557    |   |                |   | 900           |  | 6.48 |                  |  |   | 18,557         |   |               |   | 655    |  | 4.71 |  
|Funds Purchased and Securities Under Agreement to Repurchase   |  |                  | 15,138    |   |                |   | 340           |  | 3.00 |                  |  |   | 10,020         |   |               |   | 79     |  | 1.05 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Other Interest-Bearing Liabilities                       |  |                  | 97,752    |   |                |   | 2,887         |  | 3.95 |                  |  |   | 88,508         |   |               |   | 1,915  |  | 2.89 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Interest-Bearing Liabilities                             |  |                  | 951,174   |   |                |   | 18,975        |  | 2.67 |                  |  |   | 753,137        |   |               |   | 10,237 |  | 1.82 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Noninterest-Bearing Liabilities and Stockholders Equity       |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Demand Deposits                                                |  |                  | 115,876   |   |                |   |               |  |      |                  |  |   | 103,843        |   |               |   |        |  |      |  
|Other Liabilities                                              |  |                  | 9,480     |   |                |   |               |  |      |                  |  |   | 5,748          |   |               |   |        |  |      |  
|Stockholders Equity                                           |  |                  | 121,594   |   |                |   |               |  |      |                  |  |   | 90,876         |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Noninterest-Bearing Liabilities and Stockholders Equity |  |                  | 246,950   |   |                |   |               |  |      |                  |  |   | 200,467        |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Liabilities and Stockholders Equity                     |  | $                | 1,198,124 |   |                |   |               |  |      |                  |  | $ | 953,604        |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest Rate Spread                                           |  |                  |           |   |                |   |               |  | 4.09 | %                |  |   |                |   |               |   |        |  | 4.18 | %
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Net Interest Income                                            |  |                  |           |   |                | $ | 36,861        |  |      |                  |  |   |                |   |               | $ | 29,248 |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Net Interest Margin                                            |  |                  |           |   |                |   |               |  | 4.46 | %                |  |   |                |   |               |   |        |  | 4.44 | %
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  



28



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Net Interest Income (Continued)



The following table provides a detailed analysis of the changes in interest income and
interest expense due to changes in rate and volume for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004.



Rate/Volume Analysis



|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|------------------------------------------------------------ |  | ----------------------------- | ------ | - | ---- | - | ----- | ---------- |  | - | ------ | -
|                                                             |  | Changes From 2004 to 2005 (1) |       
|                                                             |  | Volume                        |        |   | Rate |   |       | Net Change | 
|                                                             |  | ($ in Thousands)              |       
|Interest Income                                              |  |                               |        |   |      |   |       |            |  |   |        |  
|Loans, Net                                                   |  | $                             | 9,680  |   |      | $ | 5,941 |            |  | $ | 15,621 |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Investment Securities                                        |  |                               |        |   |      |   |       |            |  |   |        |  
|Taxable                                                      |  |                               | 463    |   |      |   | 66    |            |  |   | 529    |  
|Tax-Exempt                                                   |  |                               | (80    | ) |      |   | (24   | )          |  |   | (104   | )
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Total Investment Securities                                  |  |                               | 383    |   |      |   | 42    |            |  |   | 425    |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Interest-Bearing Deposits in Other Banks                     |  |                               | 16     |   |      |   | 49    |            |  |   | 65     |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Funds Sold                                                   |  |                               | 37     |   |      |   | 195   |            |  |   | 232    |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Other Interest-Earning Assets                                |  |                               |       |   |      |   | 8     |            |  |   | 8      |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Total Interest Income                                        |  |                               | 10,116 |   |      |   | 6,235 |            |  |   | 16,351 |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Interest Expense                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Interest-Bearing Demand and Savings Deposits                 |  |                               | 311    |   |      |   | 1,608 |            |  |   | 1,919  |  
|Time Deposits                                                |  |                               | 1,959  |   |      |   | 3,888 |            |  |   | 5,847  |  
|Other Interest-Bearing Liabilities                           |  |                               |        |   |      |   |       |            |  |   |        |  
|Funds Purchased and Securities Under Agreement to Repurchase |  |                               | 40     |   |      |   | 221   |            |  |   | 261    |  
|Subordinated Debentures                                      |  |                               |       |   |      |   | 245   |            |  |   | 245    |  
|Other Debt                                                   |  |                               | 81     |   |      |   | 385   |            |  |   | 466    |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Total Interest Expense                                       |  |                               | 2,391  |   |      |   | 6,347 |            |  |   | 8,738  |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  
|Net Interest Income                                          |  | $                             | 7,725  |   |      | $ | (112  | )          |  | $ | 7,613  |  
|                                                             |  |                               |        |   |      |   |       |            |  |   |        |  

---

|(1) | Changes in net interest income for the periods, based on either changes in average balances or changes in average rates for interest-earning assets and interest-bearing liabilities,
are shown on this table. During each year there are numerous and simultaneous balance and rate changes; therefore, it is not possible to precisely allocate the changes between balances and rates. For the purpose of this table, changes that are not
exclusively due to balance changes or rate changes have been attributed to rates.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



---

##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Net Interest Income (Continued)



The following table represents the effective yields and
costs of funds for the three-month periods ended September 30:



|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|-------------------------------------------------------------- |  | ---------------- | --------- | - | -------------- | - | ------------- |  | ---- | ---------------- |  | - | -------------- | - | ------------- | - | ------ |  | ---- | -
|                                                               |  | 2005             |           |   | 2004           |  
|($ in thousands)                                               |  | Average Balances |           |   | Income/Expense |   | Yields/ Rates |  |      | Average Balances |  |   | Income/Expense |   | Yields/ Rates |  
|Assets                                                         |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Earning Assets                                        |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Loans, Net of Unearned Income                                  |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Taxable                                                        |  | $                | 1,064,766 |   |                | $ | 19,951        |  | 7.43 | %                |  | $ | 793,698        |   |               | $ | 12,612 |  | 6.32 | %
|Loans Held for Sale                                            |  |                  | 8,769     |   |                |   | 112           |  | 5.07 |                  |  |   | 7,429          |   |               |   | 114    |  | 6.10 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Loans                                                    |  |                  | 1,073,535 |   |                |   | 20,063        |  | 7.41 |                  |  |   | 801,127        |   |               |   | 12,726 |  | 6.32 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Investment Securities                                          |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Taxable                                                        |  |                  | 108,843   |   |                |   | 1,056         |  | 3.85 |                  |  |   | 89,704         |   |               |   | 876    |  | 3.88 |  
|Tax-Exempt, Tax Equivalent Basis                               |  |                  | 14,159    |   |                |   | 232           |  | 6.50 |                  |  |   | 16,244         |   |               |   | 267    |  | 6.54 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Investment Securities                                    |  |                  | 123,002   |   |                |   | 1,288         |  | 4.15 |                  |  |   | 105,948        |   |               |   | 1,143  |  | 4.29 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Deposits in Other Banks                       |  |                  | 1,110     |   |                |   | 25            |  | 8.94 |                  |  |   | 1,651          |   |               |   | 7      |  | 1.69 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Federal Funds Sold                                             |  |                  | 15,660    |   |                |   | 137           |  | 3.47 |                  |  |   | 8,000          |   |               |   | 32     |  | 1.59 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Other Interest-Earning Assets                                  |  |                  | 557       |   |                |   | 10            |  | 7.12 |                  |  |   | 557            |   |               |   | 7      |  | 5.00 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Interest-Earning Assets                                  |  |                  | 1,213,864 |   |                |   | 21,523        |  | 7.03 |                  |  |   | 917,283        |   |               |   | 13,915 |  | 6.03 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Noninterest-Earning Assets                                     |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Cash                                                           |  |                  | 33,396    |   |                |   |               |  |      |                  |  |   | 26,883         |   |               |   |        |  |      |  
|Allowance for Loan Losses                                      |  |                  | (13,453   | ) |                |   |               |  |      |                  |  |   | (10,271        | ) |               |   |        |  |      |  
|Other Assets                                                   |  |                  | 92,783    |   |                |   |               |  |      |                  |  |   | 60,710         |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Noninterest-Earning Assets                               |  |                  | 112,726   |   |                |   |               |  |      |                  |  |   | 77,322         |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Assets                                                   |  | $                | 1,326,590 |   |                |   |               |  |      |                  |  | $ | 994,605        |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Liabilities and Stockholders Equity                           |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Liabilities                                   |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Deposits                                      |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest-Bearing Demand and Savings                            |  | $                | 278,980   |   |                | $ | 1,347         |  | 1.92 |                  |  | $ | 186,978        |   |               | $ | 336    |  | 1.71 |  
|Other Time                                                     |  |                  | 673,889   |   |                |   | 5,523         |  | 3.25 |                  |  |   | 500,903        |   |               |   | 2,649  |  | 2.10 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Interest-Bearing Deposits                                |  |                  | 952,869   |   |                |   | 6,870         |  | 2.86 |                  |  |   | 687,881        |   |               |   | 2,985  |  | 1.73 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Other Interest-Bearing Liabilities                             |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Debt                                                           |  |                  | 71,045    |   |                |   | 681           |  | 3.80 |                  |  |   | 62,255         |   |               |   | 423    |  | 2.70 |  
|Subordinated Debentures                                        |  |                  | 18,557    |   |                |   | 322           |  | 6.88 |                  |  |   | 18,557         |   |               |   | 233    |  | 5.00 |  
|Funds Purchased and Securities Under Agreement to Repurchase   |  |                  | 12,223    |   |                |   | 103           |  | 3.34 |                  |  |   | 9,791          |   |               |   | 28     |  | 1.14 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Other Interest-Bearing Liabilities                       |  |                  | 101,825   |   |                |   | 1,106         |  | 4.31 |                  |  |   | 90,603         |   |               |   | 684    |  | 3.00 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Interest-Bearing Liabilities                             |  |                  | 1,054,694 |   |                |   | 7,976         |  | 3.00 |                  |  |   | 774,484        |   |               |   | 3,669  |  | 1.87 |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Noninterest-Bearing Liabilities and Stockholders Equity       |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Demand Deposits                                                |  |                  | 122,600   |   |                |   |               |  |      |                  |  |   | 106,740        |   |               |   |        |  |      |  
|Other Liabilities                                              |  |                  | 11,050    |   |                |   |               |  |      |                  |  |   | 7,423          |   |               |   |        |  |      |  
|Stockholders Equity                                           |  |                  | 138,246   |   |                |   |               |  |      |                  |  |   | 101,958        |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Noninterest-Bearing Liabilities and Stockholders Equity |  |                  | 271,896   |   |                |   |               |  |      |                  |  |   | 216,121        |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Total Liabilities and Stockholders Equity                     |  | $                | 1,326,590 |   |                |   |               |  |      |                  |  | $ | 994,605        |   |               |   |        |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Interest Rate Spread                                           |  |                  |           |   |                |   |               |  | 4.03 | %                |  |   |                |   |               |   |        |  | 4.16 | %
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Net Interest Income                                            |  |                  |           |   |                | $ | 13,547        |  |      |                  |  |   |                |   |               | $ | 10,246 |  |      |  
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  
|Net Interest Margin                                            |  |                  |           |   |                |   |               |  | 4.43 | %                |  |   |                |   |               |   |        |  | 4.44 | %
|                                                               |  |                  |           |   |                |   |               |  |      |                  |  |   |                |   |               |   |        |  |      |  



30



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Net Interest Income (Continued)



The following table provides a detailed analysis of the changes in interest income and
interest expense due to changes in rate and volume for the three months ended September 30, 2005 compared to the three months ended September 30, 2004.



Rate/Volume Analysis



|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|------------------------------------------------------------ |  | ----------------------------- | ----- | - | ---- | - | ----- | ---------- |  | - | ----- | -
|                                                             |  | Changes From 2004 to 2005 (1) |      
|                                                             |  | Volume                        |       |   | Rate |   |       | Net Change | 
|                                                             |  | ($ in Thousands)              |      
|Interest Income                                              |  |                               |       |   |      |   |       |            |  |   |       |  
|Loans, Net                                                   |  | $                             | 4,304 |   |      | $ | 3,033 |            |  | $ | 7,337 |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Investment Securities                                        |  |                               |       |   |      |   |       |            |  |   |       |  
|Taxable                                                      |  |                               | 186   |   |      |   | (6    | )          |  |   | 180   |  
|Tax-Exempt                                                   |  |                               | (34   | ) |      |   | (1    | )          |  |   | (35   | )
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Total Investment Securities                                  |  |                               | 152   |   |      |   | (7    | )          |  |   | 145   |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Interest-Bearing Deposits in Other Banks                     |  |                               | (2    | ) |      |   | 20    |            |  |   | 18    |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Funds Sold                                                   |  |                               | 30    |   |      |   | 75    |            |  |   | 105   |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Other Interest-Earning Assets                                |  |                               |      |   |      |   | 3     |            |  |   | 3     |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Total Interest Income                                        |  |                               | 4,484 |   |      |   | 3,124 |            |  |   | 7,608 |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Interest Expense                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Interest-Bearing Demand and Savings Deposits                 |  |                               | 164   |   |      |   | 847   |            |  |   | 1,011 |  
|Time Deposits                                                |  |                               | 910   |   |      |   | 1,964 |            |  |   | 2,874 |  
|Other Interest-Bearing Liabilities                           |  |                               |       |   |      |   |       |            |  |   |       |  
|Funds Purchased and Securities Under Agreement to Repurchase |  |                               | 7     |   |      |   | 68    |            |  |   | 75    |  
|Subordinated Debentures                                      |  |                               |      |   |      |   | 89    |            |  |   | 89    |  
|Other Debt                                                   |  |                               | 59    |   |      |   | 199   |            |  |   | 258   |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Total Interest Expense                                       |  |                               | 1,140 |   |      |   | 3,167 |            |  |   | 4,307 |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  
|Net Interest Income                                          |  | $                             | 3,344 |   |      | $ | (43   | )          |  | $ | 3,301 |  
|                                                             |  |                               |       |   |      |   |       |            |  |   |       |  

---

|(1) | Changes in net interest income for the periods, based on either changes in average balances or changes in average rates for interest-earning assets and interest-bearing liabilities,
are shown on this table. During each year there are numerous and simultaneous balance and rate changes; therefore, it is not possible to precisely allocate the changes between balances and rates. For the purpose of this table, changes that are not
exclusively due to balance changes or rate changes have been attributed to rates.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Provision for Loan Losses



Our Company establishes a provision for loan losses, which is charged to operations, in
order to maintain the allowance for loan losses at a level which is deemed to be appropriate by management. The amount of this provision is based upon an assessment of prior loss experience, the volume and type of lending presently being conducted
by the Company, industry standards, past due loans, economic conditions of the Companys market area and other factors related to the collectibility of the Companys loan portfolio. For the three- and nine-month periods ended
September 30, 2005, the provision for loan losses totaled $624,000 and $2,203,000, respectively, compared to $529,000 and $1,967,000 for the same periods ended September 30, 2004. Excluding SouthBank, the provision for loan losses
decreased to $493,000 and $2,072,000 for the three- and nine-month periods ended September 30,2005



Although management utilizes its best judgment in providing for inherent losses, there can be no assurance that our Company will not have to increase its provision for loan losses in the future as a result of future
increases in nonperforming loans or for other reasons which could adversely affect our Companys results of operations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the
allowance for loan losses. Such agencies may require our Company to recognize additions to the allowance for loan losses based on their judgments of information that is available to them at the time of their examination.



Noninterest Income and Expense



Noninterest income for the nine months ended September 30, 2005 totaled $12,238,000
compared to $10,699,000 for the comparable prior period. Excluding SouthBank, noninterest income increased 11.0 percent to $11,874,000. Mortgage origination fees for the nine months ended September 30, 2005 totaled $3,462,000 compared to
$3,912,000 for the comparable prior period. This decrease was primarily due to the decline in mortgage refinance activity. Service charges on deposits increased 14.0 percent for the nine-month period ended September 30, 2005 compared to the
prior period ended September 30, 2004. The increase is primarily in fees generated from our courtesy overdraft product for protection from bounced checks.



Noninterest expenses increased $4,333,000 or 18.3 percent for the nine months ended September 30, 2005 over the same period in 2004. The increase is primarily
attributable to a $3,054,000 increase in salaries and employee expense related to the Companys continued growth. The inclusion of four months of SouthBanks operating results added $1,073,000 to noninterest expense during the nine months
ended September 30, 2005.



Income Taxes



Income tax expense totaled $6,803,000 for the nine-month period ended September 30,
2005, compared to $5,089,000 for the same period ended September 30, 2004. These amounts resulted in the effective tax rates of approximately 37 percent and 36 percent for 2005 and 2004, respectively. The effective tax rate has historically
been at or just below the maximum corporate federal and state income tax rates due to the relatively small percentage of tax-free investments carried on the consolidated balance sheets and state tax credits for training.



32



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Liquidity and Capital Adequacy



Stockholders equity increased to $140,408,000 due to the SouthBank acquisition, the
retention of earnings, net of dividends paid and additional stock purchases. Unrealized losses on investment securities available for sale net of taxes totaled $369,000 at September 30, 2005. It is managements intention to continue paying
a reasonable return on stockholders investment while retaining adequate earnings to allow for continued growth.



The Federal Reserve Board measures capital adequacy for bank holding companies by using a risk-based capital framework and by monitoring compliance with minimum leverage
ratio guidelines. The minimum ratio of total risk-based capital to risk-adjusted assets is 8 percent, of which 4 percent must be Tier 1 capital. Our Companys total risk-based capital ratio was 10.61 percent at September 30, 2005. Our
Companys Tier 1 risk-based capital ratio was 9.44 percent at September 30, 2005.



In addition, the Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies. Those guidelines provide for a minimum leverage ratio of 3 percent for financial institutions that
meet certain criteria, including that they maintain the highest regulatory rating. All other financial institutions are required to maintain a leverage ratio of 4 percent. Our Companys leverage ratio was 8.44 percent at September 30,
2005.



The Federal Deposit Insurance Corporation Improvement Act (FDICIA)
established minimum capital requirements for all depository institutions and established five capital tiers: well capitalized, adequately capitalized, under-capitalized, significantly under-capitalized
and critically under-capitalized. FDICIA imposes significant restrictions on the operations of a bank that is not at least adequately capitalized. A depository institutions capital tier will depend upon where its capital levels are
in relation to various other capital measures that include a risk-based capital measure, a leverage ratio capital measure and other factors. Under regulations adopted, for an institution to be well capitalized, it must have a total risk-based
capital ratio of at least 10 percent, a Tier 1 risk-based capital ratio of at least 6 percent and a Tier 1 leverage ratio of at least 5 percent. Also, the institution may not be subject to any specific capital order or directive.



At September 30, 2005, each of the subsidiary banks
were in compliance with established guidelines.



SBKC, primarily through the
actions of its subsidiary banks, engages in liquidity management to ensure adequate cash flow for deposit withdrawals, credit commitments and repayments of borrowed funds. Needs are met through loan repayments, net interest and fee income and the
sale or maturity of existing assets. In addition, liquidity is continuously provided through the acquisition of new deposits, the renewal of maturing deposits and external borrowings.



33



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Liquidity and Capital Adequacy (Continued)



Each week, management monitors deposit flow and evaluates alternate pricing structures to
retain and grow deposits. To the extent needed to fund loan demand, traditional local deposit funding sources are supplemented by the use of FHLB borrowings, brokered deposits and other wholesale deposit sources outside the immediate market area.
High volumes and activity in mortgage and construction lending at the Fairfield subsidiary since its acquisition in 2000 have required higher levels of sophistication and tracking to ensure adequate liquidity throughout the organization. Internal
policies have been updated to monitor the use of various core and non-core funding sources, and to balance ready access with risk and cost. Through various asset/liability management strategies, a balance is maintained among goals of liquidity,
safety and earnings potential. Internal policies that are consistent with regulatory liquidity guidelines are monitored and enforced by the banks. Our Companys Asset Liability Committee (ALCO) meets on a weekly basis to monitor liquidity,
funding, interest rate risk and other asset-liability management related issues.



The investment portfolio provides a ready means to raise cash without loss if liquidity needs arise. As of September 30, 2005, SBKC held $115,165,000 in bonds (excluding FHLB stock), at current market value in the available for sale
portfolio. At December 31, 2004, the available for sale bond portfolio totaled $104,110,000. Only marketable investment grade bonds are purchased. Although most of the banks bond portfolios are encumbered as pledges to secure various
public funds deposits, repurchase agreements, and for other purposes, management can restructure and free up investment securities for sale if required to meet liquidity needs.



Management continually monitors the relationship of loans to deposits as it serves as a proxy for SBKCs liquidity posture. SBKC had
ratios of loans and loans for sale to deposits of 98.8 percent as of September 30, 2005 and 101.3 percent at December 31, 2004. Management employs alternative funding sources when deposit balances will not meet loan demands. The ratios of
loans and loans for sale to all funding sources (excluding Trust Preferred Securities) at September 30, 2005 and December 31, 2004 were 91.3 percent and 91.7 percent, respectively. Management continues to emphasize programs to generate
local core deposits as our Companys primary funding sources. The stability of the banks core deposit base is an important factor in SBKCs liquidity position. A heavy percentage of the deposit base is comprised of accounts of
individuals and small businesses with comprehensive banking relationships and limited volatility. At September 30, 2005 and December 31, 2004, the banks had $353,473,000 and $233,516,000 in certificates of deposit of $100,000 or more.
These larger deposits represented 33 percent and 28 percent of respective total deposits. Management seeks to monitor and control the use of these larger certificates, which tend to be more volatile in nature, to ensure an adequate supply of funds
as needed. Relative interest costs to attract local core relationships are compared to market rates of interest on various external deposit sources to help minimize the Companys overall cost of funds.



34



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Liquidity and Capital Adequacy (Continued)



Local market deposit sources proved insufficient to fund the strong loan growth trends at the
Fairfield Financial subsidiary over the past several years. SBKCs banks supplemented deposit sources with brokered deposits. As of September 30, 2005, the banks reported $210,718,000, or 19.4 percent of total deposits, in brokered
certificates of deposit attracted by external third parties. Additionally, the banks use external wholesale or Internet services to obtain out-of-market certificates of deposit at competitive interest rates when funding is needed.



To plan for contingent sources of funding not satisfied by both local and out-of-market
deposit balances, SBKC and its subsidiaries have established multiple borrowing sources to augment their funds management. SBKC has an unsecured line of credit, and borrowing capacity also exists through the membership of the Federal Home Loan Bank
program. The banks have also established overnight borrowing for Federal Funds Purchased through various correspondent banks. Management believes the various funding sources discussed above are adequate to meet the Companys liquidity needs in
the future without any material adverse impact on operating results.



Contractual Obligations



As of September 30, 2005, we are contractually obligated under long-term agreements as follows:



|                                  |  |                        |             |                 |   |            |  |           |            |                   |   |         |  |   |           
|--------------------------------- |  | ---------------------- | ----------- | --------------- | - | ---------- |  | --------- | ---------- | ----------------- | - | ------- |  | - | ----------
|                                  |  | Payments Due by Period
|Contractual Obligations           |  | Total                  |             | Less Than 1Year |   | 1-3 Years  |  | 3-5 Years |            | More Than 5 Years
|Federal Home Loan Bank Advances   |  | $                      | 68,700,000  |                 | $ | 45,100,000 |  | $         | 13,600,000 |                   | $ |        |  | $ | 10,000,000
|Correspondent Bank Line of Credit |  |                        | 12,950,000  |                 |   |           |  |           |           |                   |   |        |  |   | 12,950,000
|Subordinated Debentures           |  |                        | 18,557,000  |                 |   |           |  |           |           |                   |   |        |  |   | 18,557,000
|Operating Leases                  |  |                        | 1,946,415   |                 |   | 398,216    |  |           | 643,127    |                   |   | 371,954 |  |   | 533,118   
|Deferred Compensation             |  |                        | 872,844     |                 |   |           |  |           |           |                   |   |        |  |   | 872,844   
|                                  |  |                        |             |                 |   |            |  |           |            |                   |   |         |  |   |           
|                                  |  | $                      | 103,026,259 |                 | $ | 45,498,216 |  | $         | 14,243,127 |                   | $ | 371,954 |  | $ | 42,912,962
|                                  |  |                        |             |                 |   |            |  |           |            |                   |   |         |  |   |           



The FHLB Advances consist of two
separate programs. The first program is a Blanket Agreement for Advances and Security Agreement with the FHLB, under which our subsidiaries have pledged residential first-mortgage loans and investment securities as collateral to secure available
lines of credit. The second program allows for advances under a Warehouse Line secured by our loans held for sale.



35



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Contractual Obligations (Continued)



The Correspondent Bank Line of Credit is with the Bankers Bank in Atlanta, Georgia. The line
is secured with the common stock of Security Bank of Bibb County (and indirectly the stock of Fairfield Financial as its subsidiary) and Security Bank of Houston County and is primarily used to provide capital injections to the subsidiaries.



Subordinated Debentures relate to the December 2002 offering of trust
preferred securities, the proceeds of which were used to retire holding company debt and to fund the acquisition of Security Bank of Jones County.



Other bank facilities are leased under operating leases included in the preceding table.



Deferred Compensation Plans are maintained by three of our subsidiary banks. These plans are
for specific officers to defer current compensation until termination, retirement, death or an unforeseeable emergency. The contracts were initially funded through the purchase of life insurance policies.



During July 2005, the board of directors approved three insurance companies selected to
underwrite the BOLI (Bank Owned Life Insurance) policy for Security Bank Corporation; New York Life Insurance Company, West Coast Life Insurance Company and Midland National Life Insurance Company. The Company invested a total of $5,000,000 in the
BOLI policies during the quarter.



During March 2005, the Company entered into
an agreement for $487,000 for the construction of an operations center in Gray, Georgia, to be used by Security Bank of Jones County. As of September 30, 2005, the Company had paid $423,000 with respect to the contract.



During September 2005, the Company entered into a contract to purchase a tract of land
adjacent to its corporate headquarters for approximately $866,000.



Off-Balance Sheet Arrangements



Our Company, in the
normal course of business, is a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments primarily include unfulfilled loan commitments and standby letters of credit. Our
Companys exposure to credit loss in the event of nonperformance by the counter party to the financial instrument for unfulfilled loan commitments and standby letters of credit is represented by the contractual notional amount of those
instruments. Our Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet transactions.



Unfulfilled loan commitments are arrangements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses and may require payment of a fee. Historically, many commitments expire without being drawn upon; therefore, the following total commitment amounts are not necessarily indicative of future
funding requirements. Unfulfilled loan commitments as of September 30, 2005 and December 31, 2004 approximated $362,224,000 and $233,136,000 respectively.



Standby letters of credit are conditional commitments issued by our Company to guarantee the performance of a customer to a third party. The
credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers, and letters of credit are collateralized when deemed necessary. Our Company has commitments under financial standby letters
of credit of $7,812,000 as of September 30, 2005 and $2,266,000 as of December 31, 2004 and commitments under performance standby letters of credit of $6,793,000 and $7,672,000 for the corresponding periods.



36



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Critical Accounting Estimates



The accounting principles we follow and our methods of applying these principles conform
with accounting principles generally accepted in the United States and with general practices within the banking industry. In connection with the application of those principles, we have made judgments and estimates which, in the case of the
determination of our allowance for loan losses (ALL), goodwill and stock-based compensation have been critical to the determination of our financial position and results of operations.



Allowance for Loan Losses (ALL)



Our management assesses the adequacy of the ALL prior to the end of each calendar quarter. This assessment includes procedures to estimate the allowance
and test the adequacy and appropriateness of the resulting balance. The ALL consists of two portions: (1) an allocated amount representative of specifically identified credit exposure and exposures readily predictable by historical or
comparative experience; and (2) an unallocated amount representative of inherent loss that is not readily identifiable. Even though the ALL is composed of two components, the entire ALL is available to absorb any credit losses.



We establish the allocated amount separately for three tiers:



| |  |  | substandard loans with specific allocations based on collateral exposure;
| | - |  | -------------------------------------------------------------------------



| |  |  | loans based on 5 different credit ratings (watch list, other assets specifically mentioned, substandard, doubtful and loss) with allocations based on historical losses per rating
category; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the rest of the loan portfolio with allocations based on historical losses in the total portfolio.
| | - |  | --------------------------------------------------------------------------------------------------



We base the allocation for unique loans primarily on risk-rating grades assigned to each of these loans as a result of our
loan management and review processes. We then assign each risk-rating grade a loss ratio, which is determined based on the experience of management, discussions with banking regulators and our independent loan review process.



The unallocated amount is particularly subjective and does not lend itself
to exact mathematical calculation. The unallocated amount represents estimated inherent credit losses which may exist, but have not yet been identified, as of the balance sheet date. In estimating the unallocated amount, we apply two stress factors.
The first stress factor consists of economic factors including such matters as changes in the local or national economy, the depth or experience in the lending staff, any concentrations of credit in any particular industry group and new banking laws
or regulations. The second stress factor is based on the credit grade of the loans in our unsecured loan portfolio. After we assess applicable factors, we evaluate the aggregate unallocated amount based on our managements experience.



37



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Allowance for Loan Losses (ALL) (Continued)



We then test the resulting ALL balance by comparing the balance in the ALL
with historical trends and peer information. Our management then evaluates the result of the procedures performed, including the result of our testing, and makes a conclusion regarding the appropriateness of the balance of the ALL in its entirety.
The directors loan committee reviews the assessment prior to the filing of quarterly and annual financial information.



In assessing the adequacy of the ALL, we also rely on an ongoing credit administration review process. We undertake this process both to ascertain whether
there are loans in the portfolio whose credit quality has weakened over time and to assist in our overall evaluation of the risk characteristics of the entire loan portfolio. Our loan review process includes the judgment of management, the input
from our credit administration reviewer, and reviews that may have been conducted by bank regulatory agencies as part of their usual examination process.



Goodwill



Effective January 1, 2002, the SFAS No. 142, Goodwill and Other Intangible Assets, was adopted. In accordance with this statement,
goodwill and intangible assets deemed to have indefinite lives no longer are being amortized but will be subject to impairment tests. Other intangible assets, primarily core deposits, will continue to be amortized over their estimated useful lives.
In 2004, the required impairment testing of goodwill was performed and no impairment existed as of the valuation date, as the fair value of our net assets exceeded their carrying value. If for any future period we determine that there has been
impairment in the carrying value of our goodwill balances, we will record a charge to our earnings, which could have a material adverse effect on our net income.



Stock-Based Compensation



In accordance with SFAS No. 148, Accounting for Stock-Based Compensation, management has elected to expense the value of stock options. We
utilize the Black-Scholes model in determining the fair value of the stock options. The model takes into account certain estimated factors such as the expected life of the stock option and the volatility of the stock. The expected life of the stock
option is a function of the vesting period of the grant, the average length of time similar grants have remained outstanding and the expected volatility of the underlying stock. Volatility is a measure of the amount by which a price has fluctuated
or is expected to fluctuate during a period.



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##### Table of Contents

PART I, ITEM 2 (CONTINUED)

Financial Information



Results of Operations (Continued)



Other Information



In connection with its planned combinations with R.J. Reynolds Tobacco Co., Brown &
Williamson Tobacco Corp. (B&W) announced plans in October 2003 to close its plant in Macon, Georgia. The plant closing is currently in process and is expected to be completed by June 30, 2006. The plant currently employs approximately 1,000
workers. The Macon MSA has a nonagricultural employment base of approximately 148,000, or approximately 1.4 percent of the total. We cannot quantify the potential impact of the plants closure on the local economy. Management believes there are
a number of factors that will reduce or mitigate the impact of the closure on our results of operations and financial conditions. We have extensive operations in markets outside of Macon in Houston, Jones, Glynn and Cherokee Counties, Georgia. These
counties are currently experiencing significant growth. In addition, the Company operates loan production offices in Forsyth and Paulding Counties, Georgia, which are located in the high-growth north metropolitan Atlanta area. Further, the lending
operations of Fairfield are in large measure geographically dispersed outside the Macon market area.



Forward Looking Statements



Within these financial statements we have included certain forward looking statements concerning the future operations of the Company. It is managements desire to take advantage of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. This statement is for the express purpose of availing the Company of the protections of such safe harbor with respect to all forward looking statements contained in our financial
statements. We have used forward looking statements to describe the future plans and strategies including our expectations of the Companys future financial results. Managements ability to predict results or the effect of
future plans and strategy is inherently uncertain. Factors that could affect results include interest rate trends, competition, the general economic climate in the middle Georgia area, the southeastern United States region and the country as a
whole, loan delinquency rates and changes in federal and state regulations. These factors should be considered in evaluating the forward looking statements, and undue reliance should not be placed on such statements.



Non-GAAP Financial Information



This report also contains financial information determined by methods other than in
accordance with Generally Accepted Accounting Principles (GAAP). Management uses these non-GAAP measures to analyze the Companys performance. Specifically, the Company presents certain designated net interest income amounts on a
tax-equivalent basis (in accordance with common industry practice). Management believes that the presentation of net interest income on a tax-equivalent basis aids in the comparability of net interest income arising from both taxable and tax-exempt
sources. These disclosures should not be viewed as a substitute for GAAP measures, and furthermore, the Companys non-GAAP measures may not necessarily be comparable to non-GAAP performance measures of other companies.



PART I, ITEM 3



Quantitative and
Qualitative Disclosures About Market Risk



SBKCs financial
performance is impacted by, among other factors, interest rate risk and credit risk. SBKC does not use derivatives to mitigate credit risk, relying instead on a loan review process and the provision for loan losses. See Provision for Loan
Losses herein.



The management of interest rate risk is the primary
goal of SBKCs asset/liability management function. SBKC attempts to achieve consistent growth in net interest income while limiting volatility from changes in interest rates. Management seeks to accomplish this goal by balancing the maturity
and repricing characteristics of various assets and liabilities. SBKCs asset/liability mix is sufficiently balanced so that the effect on net interest income of interest rate moves in either direction is not expected to be significant over
time.



39



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##### Table of Contents

PART I, ITEM 3 (CONTINUED)

Quantitative and Qualitative Disclosures About Market Risk (Continued)



Interest Rate Sensitivity



|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------- | - | -------------- | - | -------- | --------------- |  | - | ------------ | -- |  | ----------- | ------- | - | ----- | - | ------- | - |  | - | ---------
|                                                                                                  |  | September 30, 2005                     
|                                                                                                  |  | Assets and Liabilities Repricing Within
|($ in Thousands)                                                                                  |  | 3 Months or Less                        |         |   | 4 to 12 Months |   |          | Subtotal 1 Year |  |   | 1 to 5 Years |    |  | Over 5Years |         |   | Total
|Earning Assets                                                                                    |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Interest-Bearing Due from Banks                                                                   |  | $                                       | 1,373   |   |                | $ |         |                 |  | $ | 1,373        |    |  | $           |        |   |       | $ |        |   |  | $ | 1,373    
|Federal Funds Sold                                                                                |  |                                         | 21,998  |   |                |   |         |                 |  |   | 21,998       |    |  |             |        |   |       |   |        |   |  |   | 21,998   
|Investment Securities                                                                             |  |                                         | 2,135   |   |                |   | 2,097    |                 |  |   | 4,232        |    |  |             | 84,129  |   |       |   | 33,013  |   |  |   | 121,374  
|Loans, Net of Unearned Income                                                                     |  |                                         | 608,556 |   |                |   | 163,360  |                 |  |   | 771,916      |    |  |             | 274,162 |   |       |   | 17,992  |   |  |   | 1,064,070
|Other Earning Assets                                                                              |  |                                         |        |   |                |   |         |                 |  |   |             |    |  |             |        |   |       |   | 557     |   |  |   | 557      
|Loans Held for Sale                                                                               |  |                                         | 9,372   |   |                |   |         |                 |  |   | 9,372        |    |  |             |        |   |       |   |        |   |  |   | 9,372    
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Total Interest Earning Assets                                                                     |  |                                         | 643,434 |   |                |   | 165,457  |                 |  |   | 808,891      |    |  |             | 358,291 |   |       |   | 51,562  |   |  |   | 1,218,744
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Interest-Bearing Liabilities                                                                      |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Interest-Bearing Demand Deposits (1)                                                              |  |                                         | 256,757 |   |                |   |         |                 |  |   | 256,757      |    |  |             |        |   |       |   |        |   |  |   | 256,757  
|Savings (1)                                                                                       |  |                                         | 19,142  |   |                |   |         |                 |  |   | 19,142       |    |  |             |        |   |       |   |        |   |  |   | 19,142   
|Time Deposits                                                                                     |  |                                         | 121,912 |   |                |   | 417,693  |                 |  |   | 539,605      |    |  |             | 133,581 |   |       |   |        |   |  |   | 673,186  
|Federal Funds Purchased, Repurchase Agreements and Demand Notes to US Treasury                    |  |                                         | 10,052  |   |                |   |         |                 |  |   | 10,052       |    |  |             |        |   |       |   |        |   |  |   | 10,052   
|Other Borrowings                                                                                  |  |                                         | 49,000  |   |                |   | 20,050   |                 |  |   | 69,050       |    |  |             | 2,600   |   |       |   | 10,000  |   |  |   | 81,650   
|Subordinated Debentures                                                                           |  |                                         | 18,557  |   |                |   |         |                 |  |   | 18,557       |    |  |             |        |   |       |   |        |   |  |   | 18,557   
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Total Interest-Bearing Liabilities                                                                |  |                                         | 475,420 |   |                |   | 437,743  |                 |  |   | 913,163      |    |  |             | 136,181 |   |       |   | 10,000  |   |  |   | 1,059,344
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Interest Sensitivity Gap                                                                          |  | $                                       | 168,014 |   |                | $ | (272,286 | )               |  | $ | (104,272     | )  |  | $           | 222,110 |   |       | $ | 41,562  |   |  | $ | 159,400  
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Cumulative Interest Sensitivity Gap                                                               |  | $                                       | 168,014 |   |                | $ | (104,272 | )               |  | $ | (104,272     | )  |  | $           | 117,838 |   |       | $ | 159,400 |   |  | $ | 159,400  
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Cumulative Interest Sensitivity Gap as a Percentage of Total Interest Earnings Assets             |  |                                         | 13.79   | % |                |   | (8.56    | )%              |  |   | (8.56        | )% |  |             | 9.67    | % |       |   | 13.08   | % |  |   |          
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          
|Cumulative Interest Sensitive Assets as a Percentage of Cumulative Interest Sensitive Liabilities |  |                                         | 135.34  | % |                |   | 88.58    | %               |  |   | 88.58        | %  |  |             | 111.23  | % |       |   | 115.05  | % |  |   |          
|                                                                                                  |  |                                         |         |   |                |   |          |                 |  |   |              |    |  |             |         |   |       |   |         |   |  |   |          

---

|(1) | Interest-bearing Demand and Savings Accounts for repricing purposes are considered to reprice within nine months or less.
|--- | -------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PART I, ITEM 4



Controls and Procedures



As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our Chief Executive Officer, H. Averett Walker, and the Principal Financial and Accounting Officer, James R. McLemore, of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures are effective.



PART II

Other Information



ITEM 1



Legal Proceedings



Not Applicable.



ITEM 2



Unregistered Sales of Equity
Securities and Use of Proceeds



Not
Applicable.



ITEM 3



Defaults Upon Senior Securities



Not Applicable.



ITEM 4



Submission of Matters to a Vote of
Security Holders



There were no matters
submitted to a vote of securities holders during the quarter ended September 30, 2005.



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##### Table of Contents

PART II (CONTINUED)

Other Information



ITEM 5



Other Information



Not Applicable.



ITEM 6 EXHIBITS



(a) The following is a
list of exhibits including items incorporated by reference



|     |  |                                                                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Articles of Incorporation (incorporated by reference to Exhibit 3(a) to the registrants Registration Statement on Form S-4 (File No. 33-80076), filed with the Commission on
June 13, 1994).                            
|     | 
|3.2  |  | Amendment to Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the registrants Registration Statement on Form S-4 (File No. 333-128767) filed with the
Commission on October 4, 2005). 
|     | 
|3.3  |  | Bylaws, as amended (incorporated by reference to Exhibit 3.2 to SBKCs Registration Statement on Form S-4 (File No. 333-49977) filed with the Commission on April 13, 1998).                                             
|     | 
|4.1  |  | See Exhibits 3.1, 3.2, and 3.3 for provisions of Articles of Incorporation and Bylaws, as amended, which define the rights of its shareholders.                                                                          
|     | 
|4.2  |  | Form of Stock Certificate (incorporated herein by reference as Exhibit 4.1 to the registrants Registration Statement on Form S-4 (File No. 333-49977) filed with the Commission on April 13,
1998).                     
|     | 
|4.3  |  | SNB Bancshares, Inc. 2003 Restricted Stock Bonus Plan (incorporated by reference as Exhibit 4.1 to the Registrants Form S-8 Registration Statement filed on June 17, 2004, File No.
333-116592).                        
|     | 
|4.4  |  | Security Bank Corporation 2004 Omnibus Stock Ownership and Long-Term Incentive Plan (incorporated by reference as Appendix B to the Registrants Definitive Proxy Statement filed on April
25, 2004, File No. 000-23261).
|     | 
|4.5  |  | Security Bank Corporation 2004 Employee Stock Purchase Plan (incorporated by reference as Appendix D to the Registrants Definitive Proxy Statement filed on April 25, 2004, File No.
000-23261).                        
|     | 
|10.1 |  | 1996 Incentive Stock Option Plan (incorporated by reference as Exhibit 10(c) to the registrants Form SB-2 (File No. 333-11371) filed with the Commission on September 4,
1996).                                         
|     | 
|10.2 |  | 1999 Incentive Stock Option Plan (incorporated by reference as Appendix to the Registrants Definitive Proxy Statement (File No. 000-23261) filed on March 30, 1999).                                                    



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##### Table of Contents

PART II (CONTINUED)

Other Information



ITEM 6 EXHIBITS (Continued)



|      |  |                                                                                                                                                                                                                                                                                           
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | 2002 Incentive Stock Option Plan (incorporated by reference as Appendix A to the Registrants Definitive Proxy Statement (File No. 000-23261) filed on March 15,
2002).                                                                                                                   
|      | 
|10.4  |  | Employment Agreement with H. Averett Walker dated January 1, 2002 (incorporated herein by reference as Exhibit 10.4 to SBKCs Registration Statement on Form S-4 (File No. 333-103554) filed
with the Commission on March 3, 2003).                                                       
|      | 
|10.5  |  | Employment Agreement with Richard A. Collinsworth dated January 1, 2002 (incorporated herein by reference as Exhibit 10.5 to SBKCs Registration Statement on Form S-4 (File No. 333-103554)
filed with the Commission on March 3, 2003).                                                 
|      | 
|10.6  |  | Employment Agreement with James R. McLemore, Jr. dated December 1, 2002 (incorporated herein by reference as Exhibit 10.6 to SBKCs Registration Statement on Form S-4 (File No. 333-103554)
filed with the Commission on March 3, 2003).                                                 
|      | 
|10.7  |  | Asset Purchase Agreement (Fairfield Financial) (incorporated by reference as Exhibit 2 to registrants Form 10-Q (Commission File No. 000-23261) filed on August 10, 2000).                                                                                                               
|      | 
|10.8  |  | Employment Agreement between Security Bank Corporation, Security Interim Bank and Thad G. Childs, Jr. dated May 30, 2003 (incorporated herein by reference as Exhibit 10.7 to SBKCs
Registration Statement on Form S-4 (File No. 333-103554) filed with the Commission on March 3, 2003).
|      | 
|10.9  |  | 2004 Omnibus Stock Ownership and Long-Term Incentive Plan (incorporated by reference as Appendix B to the registrants definitive proxy Statement (File No. 000-23261) filed with the
Commission March 25, 2004).                                                                         
|      | 
|10.10 |  | 2004 Employee Stock Purchase Plan (incorporated by reference as Appendix D to the registrants definitive proxy Statement (File No. 000-23261) filed with the Commission March 25,
2004).                                                                                                 
|      | 
|11.1  |  | Statement of Computation of Net Income Per Share.                                                                                                                                                                                                                                         
|      | 
|31.1  |  | Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                     
|      | 
|31.2  |  | Certificate of the Chief Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                      
|      | 
|32.1  |  | Certificate of the Chief Executive Officer and Chief Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                          



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, Security Bank Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:



|                            
|----------------------------
|SECURITY BANK CORPORATION   
|                            
|/s/ H. Averett Walker       
|H. Averett Walker           
|Chief Executive Officer     
|Date: November 8, 2005      
|                            
|/s/ Holly L. McDowell       
|Holly L. McDowell           
|Principal Accounting Officer
|Date: November 8, 2005      



44