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

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

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

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

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

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

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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 (the Banks) and Security Bank Corporation Statutory Trust I. 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. All intercompany accounts have been eliminated in consolidation.

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). This interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements, addresses consolidation by business enterprises of variable interest entities that possess certain characteristics. FIN 46 requires that if a business enterprise has a controlling financial interest in a variable interest entity, the assets, liabilities, and results of the activities of the variable interest entity must be included in the consolidated financial statements with those of the business enterprise. FIN 46 applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. FIN 46 also applies in the first fiscal year or interim period beginning after December 15, 2003 to variable interest entities in which an en terprise holds a variable interest that it acquired before February 1, 2003. As of September 30, 2003 and December 31, 2002, the Company had a variable interest in a securitization trust. This securitization trust is a qualifying special purpose entity which is exempt from the consolidation requirements of FIN 46.

In its current form, FIN 46 may require the Company to de-consolidate its investment in Security Bank Corporation Statutory Trust I (the Trust) in future financial statements. The potential de-consolidation of subsidiary trusts of bank holding companies formed in connection with the issuance of trust preferred securities, like the Trust, appears to be an unintended consequence of FIN 46. It is currently unknown if, or when, the FASB will address this issue. In July 2003, the Board of Governors of the Federal Reserve System issued a supervisory letter instructing bank holding companies to continue to include the trust preferred securities in their Tier I capital for regulatory capital purposes until notice is given to the contrary. The Federal Reserve intends to review the regulatory implications of any accounting treatment changes and, if necessary or warranted, provide further appropriate guidance. There can be no assurance that the Federal Reserve will continue to allow institutions to i nclude trust preferred securities in Tier I capital for regulatory capital purposes.

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In May 2003, the FASB issued Standards of Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. Security Bank Corporation (SBC) does not believe that the adoption of SFAS No. 149 will have a material impact on the Company's financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Statement requires that an issuer classify financial instruments that are within its scope as a liability. Many of those instruments were classified as equity under previous guidance. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003. Otherwise, it is effective on July 1, 2003. SBC does not believe that the adoption of SFAS No. 150 will have a material effect on the Company's financial position or results of operations.

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 period ended September 30, 2003 includes approximately $8,520,000 of Fairfield fee income. Such income may fluctuate significantly with increases or decreases in mortgage rates.

The financial information included herein is unaudited; however, such information reflects all adjustments which are, in the opinion of management, necessary to fairly state the financial position and results of operations for the interim periods presented.

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Loans as of September 30, 2003 are comprised of the following:

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.

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, 2003 under the requirements of SFAS 128:

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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 $33.2715 and $32.0686 for the three- and six-month periods. 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. Historically 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 in the past. In adopting SFAS 123, the Company is allowed to choose from three alternative transition methods. The Company elected to apply SFAS 123 prospectively to all new awards. Stock-based compensation awards granted in previous years will continue to be accounted for under Opinion 25. During the second quarter of 2003 and 2002, there were options granted prior to 2002 wh ich vested. If compensation expense for these awards were determined on the basis of SFAS 123, net income and earnings per share would have been reduced as shown in the proforma information presented hereafter:

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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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Investment securities as of September 30, 2003 are summarized as follows:

Unrealized holding gains, net of tax, on securities available for sale in the amount of $843,000 have been charged to stockholders' equity as of September 30, 2003.

Other borrowed money is comprised of the following as of September 30, 2003:

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Maturities of line-of-credit and all FHLB advances for each of the ensuing years are as follows:

Brokered deposits are third-party time deposits placed by or through the assistance of a deposit broker. As of September 30, 2003, the Company had $51,667,000 in brokered deposits compared to $36,783,000 at December 31, 2002.

During 1996, the board of directors of Security Bank Corporation adopted the 1996 incentive stock option plan which authorizes 81,250 shares to be granted to certain officers and key employees. In May 1996, the board of directors granted key officers the right to purchase 81,250 shares of common stock at the price of $9.00, as adjusted for stock splits, representing the market value of the stock at the date of the option grant. Option holders may exercise in accordance with a vesting schedule beginning with 20 percent the first year and increasing 20 percent for each year thereafter such that 100 percent of granted options may be exercised by the end of the fifth year. Unexercised options expire at the end of the tenth year.

In 1999, the board of directors of Security Bank Corporation adopted another incentive stock option plan which authorizes 125,000 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, 73,500 options were granted at the price of $18.50 per share and an additional 10,000 options were granted at $17.94 per share in September 1999.

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An additional 25,500 options were granted at $13.00 per share in August 2000 under this same plan. The terms of the 1999 incentive stock option plan are essentially the same as the 1996 incentive stock option plan.

A summary of option transactions for the nine months ended September 30, 2003 follows:

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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 1,571,000 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.

Following are proforma amounts assuming that the acquisition was made on January 1, 2002:

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 5,000. During 2003, all 5,000 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).

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SBC 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. SBC 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 SBC. 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 SBC. SB-Bibb has operated as a wholly-owned subsidiary of SBC 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 reorganiza tion.

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 one full service banking office in Brunswick, 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, SBC 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 interests 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 SBC, with four 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 SBC 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, Columbus, Warner Robins, Richmond Hill, Stockbridge, Fayetteville and St. Simons Island. The Company functions as a subsidiary of SB-Bibb.

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On May 30, 2003, SBC 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 SBC stock and cash consideration. On the acquisition date the Bank of Gray officially changed its name to Security Bank of Jones County ("SB-Jones").

Substantially all of the business of SBC is conducted through its three 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 and Houston Counties. As of September 30, 2003, SBC had 302 employees on a full-time equivalent basis.

SBC's net income for the three-month and nine-month periods ended September 30, 2003 was $2,649,000 or $0.51 diluted earnings per share and $6,106,000 or $1.42 diluted earnings per share, respectively, compared to $1,657,000 or $0.48 and $4,355,000 or $1.26 in the same three-month and nine-month periods of the preceding year. The increase in net income for the three months and nine months ended September 30, 2003 primarily relates to the growth in the loan portfolio, core deposits and mortgage fee income coupled with the Company's success in maintaining net interest margins.

The Company recorded an annualized return on average assets of 1.16 percent for the nine-month periods ended September 30, 2003 and 2002. Return on average equity of 14.57 percent was recorded for the nine-month period ended September 30, 2003, compared to 15.85 percent for the same period in 2002.

At September 30, 2003, the Company had total assets of $874 million compared to $581 million at December 31, 2002. At September 30, 2002, the Company had total assets of $530 million compared to $505 million at December 31, 2001. Total interest-earning assets increased $264 million or 50.19 percent to $790 million at September 30, 2003 from $526 million at December 31, 2002. The increases in total assets and interest-earning assets compared to December 31, 2002 are primarily due to the acquisition of the Bank of Gray.

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Loans receivable, excluding loans held for sale, were $666.4 million at September 30, 2003, an increase of $228 million or 52.01 percent from $438.4 million at December 31, 2002. As a result of the Bank of Gray acquisition, loans increased $148.9 million. The Company continues to experience good growth in its loan portfolio, particularly in the real estate construction loans. Loans held for sale decreased $19.3 million from $36.0 million at December 31, 2002 to $16.7 million at September 30, 2003.

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Total deposits increased $273.2 million or 62.01 percent from $440.6 million at December 31, 2002 to $713.8 million at September 30, 2003. The Bank of Gray merger accounted for $208.6 million or 76.35 percent of the increase. Excluding the Bank of Gray, interest-bearing deposits grew by $64.6 million compared to December 31, 2002 or 23.65 percent of the total increase in deposits. This increase is due to an increase of $54.8 million in brokered and wholesale certificates of deposit. Further discussion of the Company's use of brokered and wholesale certificates of deposit is included in the liquidity and capital adequacy section of this discussion.

Other borrowed money totaled $62.5 million as of September 30, 2003, a decrease of 18.3 percent since December 31, 2002 when other borrowed money totaled $76.5 million. Borrowings from the Federal Home Loan Bank (FHLB) amounted to $50.2 million or 80.32 percent of total other borrowed money as of September 30, 2003. Management utilized the majority of these borrowings to fund additional loan requests.

At September 30, 2003, total equity was $73.6 million or 8.42 percent of total assets compared to $39.5 million or 6.8 percent of total assets as of December 31, 2002. Total equity increased $34.1 million primarily due to the issuance of 1,571,000 common stock shares at a cost of $29.4 million as a result of the Bank of Gray acquisition. Total equity also increased approximately $850,000 due to the stock portion of the 2002 contingent payment for the July 31, 2000 acquisition of Fairfield Financial Services. The remaining increase is due to the retention of net income during the period, net of dividends paid.

The annualized net interest margin of the Company, net interest income divided by average earning assets, was 4.32 percent for the nine-month period ended September 30, 2003 compared to 4.41 percent for the same nine-month period of the preceeding year. The Company has been successful in maintaining its margins despite the downward pressure on margins in the industry as a whole. SBC's success is the result of the Company's effective use of external debt and noncore deposits, coupled with renewed marketing efforts to grow low-cost core deposits.

Total interest income increased to $12.3 million and $30.4 million for the three- and nine-month periods ended September 30, 2003, respectively, from $8.4 million and $24.4 million during the comparable prior year periods, respectively. The increase is due to the increase in average loans primarily due to the Bank of Gray acquisition.

Total interest expense increased 4.36 percent for the nine months ended September 30, 2003 compared to the prior periods ended September 30, 2002. The increase is due to an increase in average interest-bearing liabilities of 42.16 percent compared to the prior period as a result of the Bank of Gray acquisition. The increase was only slightly due to the favorable rate environment which allowed SBC to reprice interest-bearing liabilities at lower rates compared to the same periods in the prior year.

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

Average Balance Sheets