##### 



U.S. Securities and Exchange Commission Washington, D.C. 20549
 Form 10-K/A AMENDMENT No. 1 TO FORM 10-K
 x Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended December 31, 2004 o Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ____________ to ____________ Commission file number 000-33227 Southern Community Financial Corporation  North Carolina
    
    56-2270620(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4605 Country Club RoadWinston-Salem, North Carolina
    
    27104(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (336) 768-8500 Securities Registered Pursuant to Section 12(b) of the Exchange Act:
None
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Common Stock, No Par Value 7.95% Cumulative Trust Preferred Securities
7.95% Junior Subordinated Debentures
Guarantee with respect to 7.95% Cumulative Trust Preferred Securities Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x      No o Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). Yes x      No o State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrants most recently
completed second fiscal quarter. $163.9 million. As of April 28, 2005, (the most recent practicable date), the registrant had outstanding 17,941,028
shares of Common Stock, no par value. Page 1




---



##### 



TABLE OF CONTENTS Explanatory NoteItem 9A.  Controls and Procedures-Evaluation of Disclosure Controls and Procedures-Managements Report on Internal Control Over Financial Reporting-Report of Independent Registered Public Accounting Firm-Item 15 - Exhibits and Financial Statement SchedulesSignaturesEx-23.2 Consent of Independent Registered Public Accounting FirmEx-31.3 Section 302 CEO CertificationEx-31.4 Section 302 CFO Certification
 Page 2




---



##### 



EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A to the Southern Community Financial Corporation (the
Company) Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the Original
Filing), which was filed with the Securities and Exchange Commission on March 30, 2005, is being
filed to amend the Original Filing as follows:  
    Item 9A is amended to update Managements Annual Report on Internal
Controls Over Financial Reporting to include managements assessment
of the effectiveness of the Companys internal control over financial
reporting, and  
    the related audit report of the independent registered public
accounting firm is included. This Amendment No. 1 is filed pursuant to Securities and Exchange Commission Release No. 34-50754
which provides up to 45 additional days beyond the date of the Original Filing for the filing of
the above. As a result of these amendments, the certifications pursuant to Section 302 of the Sarbanes- Oxley
Act of 2002, filed as exhibits to the Original Filing, have been re-executed and re-filed as of the
date of this Form 10-K/A. Except for the amendments described above, this Form 10-K/A does not modify or update other
disclosures in, or exhibits to, the Original Filing. Page 3




---



##### 



Item 9A. Controls and Procedures In June 2004, the Community subsidiary transitioned core processing systems. On October 18, 2004
in conjunction with the merger of Community and the bank, the bank completed its transition to the
in-house platform from a third party vendor. This core processing includes all subsidiary
processing systems, including deposits and lending, and general ledger functions. In conjunction with this transition, several control activities were modified to accommodate new
reporting mechanisms or changes in software processes in the fourth quarter. While most processes
remained the same, the methodologies to complete those processes required adjustment. Separate
reconciliations of similar accounts that were performed by staff of each bank prior to October 18,
were transitioned to combined reconciliations performed by staff of the merged bank in the fourth
quarter. Southern Community Financial Corporations management, with the participation of the Chief
Executive Officer and its Senior Vice President, Controller and acting Chief Financial Officer, has
evaluated the effectiveness of the companys disclosure controls and procedures as of December 31,
2004. Based on that evaluation, the companys Chief Executive Officer and Senior Vice President,
Controller and acting Chief Financial Officer concluded that the companys disclosure controls and
procedures were effective as of December 31, 2004. MANAGEMENTS REPORT OF INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Southern Community Financial Corporation and subsidiaries (the Company) is
responsible for establishing and maintaining effective internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal
control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of management, including the principal executive
officer and principal financial officer, the Company conducted an evaluation of the effectiveness
of internal control over financial reporting based on the framework in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation under the framework in Internal Control  Integrated
Framework, management of the Company has concluded the Company maintained effective internal
control over financial reporting as of December 31, 2004. Internal control over financial reporting cannot provide absolute assurance of achieving financial
reporting objectives because of its inherent limitations. Internal control over financial
reporting is a process that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over financial reporting
can also be circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or detected on a
timely basis by internal control over financial reporting. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate. Management is also responsible for compliance with laws and regulations relating to safety and
soundness which are designated by the FDIC and the appropriate federal banking agency. Page 4




---



##### 



Management assessed its compliance with these designated laws and regulations relating to safety
and soundness and believes that the Company complied, in all significant respects, with such laws
and during the year ended December 31, 2004. Dixon Hughes PLLC, an independent, registered public accounting firm, has audited the Companys
consolidated financial statements as of and for the year ended December 31, 2004, and has issued an
attestation report on the Companys assessment of the effectiveness of the Companys internal
control over financial reporting as of December 31, 2004, which is included herein. Southern Community Financial Corporation
April 28, 2005 /s/ F. Scott BauerF. Scott Bauer
Chairman and Chief Executive Officer/s/ Scott C. McLeanScott C. McLean
Senior Vice President, Controller and acting Chief Financial Officer
 Page 5




---



##### 



Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders
Southern Community Financial Corporation We have audited managements assessment, included in the accompanying Managements Report of
Internal Control Over Financial Reporting, that Southern Community Financial Corporation (the
Company) maintained effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal ControlIntegrated Frameworkissued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the Companys internal
control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
Because managements assessment and our audit were conducted to also meet the reporting
requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA),
managements assessment and our audit of the Companys internal control over financial reporting
included controls over the preparation of financial statements in accordance with the instructions
to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C). A companys
internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that Southern Community Financial Corporation maintained
effective internal control over financial reporting as of December 31, 2004, is fairly stated, in
all material respects, based on criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our
opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of the Company as of December 31, 2004 and
2003 and the related consolidated statements of operations, comprehensive income, changes in
stockholders equity and cash flows for each of the years in the three-year period ended December
31, 2004, and our report dated March 18, 2005, expressed an unqualified opinion on those
consolidated financial statements. We do not express an opinion or any other form of assurance on managements statement referring to
compliance with designated laws and regulations related to safety and soundness. Sanford, North Carolina
April 28, 2005 Page 6




---



##### 



Item 15. Exhibits and Financial Statement Schedules Exhibits Exhibit 23.2:      Consent of Independent Registered Public Accounting Firm
Exhibit 31.3:      Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer
Exhibit 31.4:      Rule 13a-14(a)/15d-14(a) Certification by acting Chief Financial Officer SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment No. 1 to the report to be signed on behalf of the
undersigned, thereunto duly authorized. SOUTHERN COMMUNITY FINANCIAL CORPORATIONDate: April 28, 2005
    
    By:
    
    /s/ F. Scott BauerF. Scott Bauer
Chairman and Chief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, amendment No. 1 to this report
has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated. SIGNATURE
    
    TITLE
    
    DATE/s/ F. Scott Bauer

F. Scott Bauer
    
    Chairman of the Board and
Chief Executive Officer
    
    April 28, 2005/s/ Scott C. McLean

Scott C. McLean
    
    Senior Vice President,
Controller and acting Chief
Financial Officer
    
    April 28, 2005/s/ James O. Frye

James O. Frye
    
    Vice Chairman of the Board
    
    April 28, 2005/s/ Don Gray Angell

Don Gray Angell
    
    Director
    
    April 28, 2005/s/ Zack W. Blackmon, Sr.

Zack W. Blackmon, Sr.
    
    Director
    
    April 28, 2005/s/ Edward T. Brown

Edward T. Brown
    
    Director
    
    April 28, 2005/s/ Charles R. Bokesch

Charles R. Bokesch
    
    Director
    
    April 28, 2005
 Page 7




---



##### 



/s/ James G. Chrysson

James G. Chrysson
    
    Director
    
    April 28, 2005/s/ Matthew G. Gallins

Matthew G. Gallins
    
    Director
    
    April 28, 2005/s/ Lynn L. Lane

Lynn L. Lane
    
    Director
    
    April 28, 2005/s/ H. Lee Merritt, Jr.

H. Lee Merritt, Jr.
    
    Director
    
    April 28, 2005/s/ Durward A. Smith, Jr.

Durward A. Smith, Jr.
    
    Director
    
    April 28, 2005/s/ William G. Ward, Sr., M.D.

William G. Ward, Sr., M.D.
    
    Director
    
    April 28, 2005
 Page 8