8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 14, 2004

ABC Bancorp

(Exact name of registrant as specified in its charter)

Georgia	0-16181	58-1456434
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24 2nd Avenue, S.E., Moultrie, Georgia	31768
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(229) 890-1111

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 14, 2004, ABC Bancorp issued a press release announcing its estimated third quarter 2004 results. A copy of that press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(a) – (b) Financial Statements and Pro Forma Financial Information. None.

(c) Exhibits.

99.1 Press release dated October 14, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ABC BANCORP
By:	/s/ Kenneth J. Hunnicutt
	Kenneth J. Hunnicutt,
	Chairman of the Board and
	Chief Executive Officer

Dated: October 15, 2004

EXHIBIT INDEX

99.1 Press release dated October 14, 2004.

EX-99.1

Exhibit 99.1

[ABC LOGO]

News Release

For more information contact:

Edwin W. Hortman, Jr.

President and COO

ABC BANCORP REPORTS AN 11%

INCREASE IN THIRD QUARTER EARNINGS

October 14, 2004

ABC BANCORP (Nasdaq:ABCB), Moultrie, Georgia, reported net income of $9.3 million, or $.95 per basic share, for the nine-month period ended September 30, 2004. Net income for the same period in 2003 was $8.4 million, or $.86 per basic share. The results represent an 11% increase in net income per basic share over the same period last year.

Net income for the quarters ended September 30, 2004 and September 30, 2003 was $3.1 million and $2.8 million, respectively. Net income per basic share for the quarters ended September 30, 2004 and September 30, 2003 was $.32 and $.29, respectively.

The annualized return on average assets for the nine-month periods ended September 30, 2004 and September 30, 2003 was 1.07% and .97%, respectively. The annualized return on average equity for the nine-month periods ended September 30, 2004 and September 30, 2003 was 10.70% and 10.20%, respectively.

The annualized return on average assets for the quarters ended September 30, 2004 and September 30, 2003 was 1.06% and 1.00%, respectively. The annualized return on average equity for the quarters ended September 30, 2004 and September 30, 2003 was 10.54% and 10.20% respectively.

The Company recorded loan loss provisions of $1.8 million and $3.0 million during the nine-month periods ended September 30, 2004 and September 30, 2003, respectively. The allowance for loan losses totaled $15.3 million and $15.4 million as of September 30, 2004 and September 30, 2003, respectively. The allowance for loan losses, as a percentage of total loans, was 1.75% and 1.81% as of September 30, 2004 and September 30, 2003, respectively.

Loans charged off (net of recoveries) totaled $1.5 million and $2.5 million for the nine-month periods ended September 30, 2004 and September 30, 2003, respectively. The ratio of loans charged off (net of recoveries) to average loans was .18% and .30% for the nine-month periods ended September 30, 2004 and September 30, 2003, respectively.

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Non-performing assets totaled $6.7 million and $9.2 million as of September 30, 2004 and September 30, 2003, respectively. The ratio of the allowance for loan losses to non-performing assets was 227% and 167% as of September 30, 2004 and September 30, 2003, respectively. The same ratio, as previously reported, was 206% as of June 30, 2004.

Jack Hunnicutt, ABC Bancorp’s Chairman and CEO, said, “Our focus for the last two quarters has centered on asset quality. This has resulted in a non-performing loan ratio of 0.60%, which represents a 34 basis points improvement. Also, our efforts to stabilize interest rate margins were successful with a 19 basis points gain year to date 2004 over 2003.” According to Ed Hortman, ABC Bancorp’s President and COO, “The improvement in net interest margin is primarily due to the recent rate increases by the Federal Reserve. With asset quality improvement and positive interest rate trends, we expect continued improvement in the fourth quarter and into next year. While the focus on asset quality will not diminish, the Company’s focus is expected to shift toward an increase in top line growth in the coming year.”

Total assets were $1.2 billion as of both September 30, 2004 and September 30, 2003. Net loans were $855 million and $837 million as of September 30, 2004 and September 30, 2003, respectively, an increase of 2%. Total deposits were $890 million and $866 million as of September 30, 2004 and September 30, 2003, respectively, an increase of 2.8%.

At its September 2004 meeting, ABC Bancorp’s Board of Directors declared a cash dividend of $.14 per share payable on October 11, 2004 to shareholders of record as of September 30, 2004.

In a press release dated May 18, 2004, ABC Bancorp announced that it has entered into a definitive merger agreement providing for the acquisition of Citizens Bancshares, Inc. by ABC Bancorp in an all-cash transaction valued at approximately $11.7 million. As a result of the merger, Citizens Bank Wakulla, a wholly-owned subsidiary of Citizens Bancshares, Inc., will become a second tier subsidiary of ABC Bancorp. Citizens Bank Wakulla currently has total assets of approximately $57 million and total equity of approximately $4 million. Its loans, net of the reserve for loan losses, currently total approximately $23 million and its deposits total approximately $52 million.

ABC Bancorp is headquartered in Moultrie, Georgia and currently has 11 banking subsidiaries with 35 locations in southern Georgia, southern Alabama and central Florida.

ABC Bancorp Common Stock is quoted on the Nasdaq National Market under the symbol “ABCB”.

The preceding release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe”, “estimate”, “expect”, “intend”, “anticipate” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates which they were made. The

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Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements.

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ABC BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data)

	QUARTER ENDED						YEAR-TO-DATE
	09/30/04			09/30/03			09/30/04			09/30/03
EARNINGS SUMMARY
Net interest income	$	11,296		$	10,698		$	33,045		$	31,548
Provision for loan losses		878			1,061			1,816			3,043
Non-interest income		3,221			3,551			9,850			10,756
Non-interest expense		9,059			8,977			27,218			26,777
Income taxes		1,495			1,367			4,548			4,061
Net income	$	3,085		$	2,844		$	9,313		$	8,423
PER SHARE SUMMARY
Common shares outstanding		9,778,897			9,783,854			9,778,897			9,783,854
Weighted average shares		9,784,990			9,775,317			9,778,609			9,768,227
Income per weighted avg share - basic	$	0.32		$	0.29		$	0.95		$	0.86
Dividends declared per share	$	0.14		$	0.14		$	0.42		$	0.38
OPERATING RATIOS (annualized)
Net interest rate spread (a)		3.88	%		3.75	%		3.82	%		3.59	%
Net interest margin (a)		4.21	%		4.10	%		4.14	%		3.95	%
Return on average assets		1.06	%		1.00	%		1.07	%		0.97	%
Return on average equity		10.54	%		10.20	%		10.70	%		10.20	%
Efficiency (b)		62.40	%		63.00	%		63.45	%		63.30	%
ENDING BALANCES
Total assets	$	1,184,991		$	1,138,599		$	1,184,991		$	1,138,599
Earning assets		1,088,758			1,046,214			1,088,758			1,046,214
Intangible assets		21,925			22,782			21,925			22,782
Loans, net of reserve		855,147			837,075			855,147			837,075
Allowance for loan losses		15,271			15,433			15,271			15,433
Deposits		889,532			865,812			889,532			865,812
Stockholders’ equity		118,675			111,334			118,675			111,334
Book value per share	$	12.14		$	11.38		$	12.14		$	11.38
Tangible book value per share	$	9.89		$	9.05		$	9.89		$	9.05
Stockholders’ equity to total assets		10.01	%		9.78	%		10.01	%		9.78	%

(a) Computed using fully taxable-equivalent net income.

(b) Computed by dividing non-interest expense by the sum of net interest income and non-interest income.

(c) Computed by adding nonperforming loans, foreclosed real estate and repossessed collateral.

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ABC BANCORP

FINANCIAL HIGHLIGHTS

(unaudited)

(dollars in thousands except per share data)

	QUARTER ENDED						YEAR-TO-DATE
	09/30/04			09/30/03			09/30/04			09/30/03
AVERAGE BALANCES
Total assets	$	1,166,622		$	1,139,446		$	1,160,807		$	1,161,655
Earning assets		1,081,315			1,052,192			1,072,363			1,073,738
Loans, net of reserve		849,153			839,218			836,321			824,937
Deposits		886,597			872,165			886,982			892,856
Equity		117,072			111,508			116,056			110,119
ASSET QUALITY
Nonperforming loans	$	5,213		$	8,002		$	5,213		$	8,002
Nonperforming assets (c)		6,737			9,249			6,737			9,249
Net loan charge-offs (recoveries)		813			1,866			1,508			2,478
Allowance for loan loss to loans		1.75	%		1.81	%		1.75	%		1.81	%
Net loan charge-offs(recoveries) to average loans		0.10	%		0.22	%		0.18	%		0.30	%
Nonperforming loans to gross loans		0.60	%		0.94	%		0.60	%		0.94	%
Nonperforming assets to allowance for loan loss		44.12	%		59.93	%		44.12	%		59.93	%
Allowance for loan loss to nonperforming assets		226.66	%		166.86	%		226.66	%		166.86	%
Nonperforming assets to total assets		0.57	%		0.81	%		0.57	%		0.81	%
	09/30/04			REQUIRED			EXCESS
REGULATORY CAPITAL RATIOS
Leverage		11.21	%		4.00	%		7.21	%
Risk-based
Core Capital		14.27	%		4.00	%		10.27	%
Total Capital		15.80	%		8.00	%		7.80	%

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