FNB BANCSHARES INC /SC/
10QSB, 2000-05-12
NATIONAL COMMERCIAL BANKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

 X Quarterly report under Section 13 or 15(d) of the Securities  Exchange Act of
   1934 For the quarterly period ended March 31, 2000

___Transition  report  under  Section  13 or 15(d) of the  Exchange  Act For the
   transition period from _______________ to ________________

                          Commission File No. 333-1546

                               FNB Bancshares, Inc.
- --------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

        South Carolina                       57-1033165
       ---------------                       ----------
  (State of Incorporation)         (I.R.S. Employer Identification No.)

                   P.O.Box 1539, Gaffney, South Carolina 29342
                   -------------------------------------------
                    (Address of Principal Executive Offices)

                                 (864)488 - 2265

                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable

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


         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. Yes X No

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest  practicable  date:  616,338 shares of common
stock, par value $.01 per share, were issued and outstanding as of May 5, 2000.

         Transitional Small Business Disclosure Format (check one):
                                                       Yes          No   X
                                                           ------      -----



<PAGE>

PART I - FINANCIAL INFORMATION
- ------------------------------

Item 1. Financial Statements
- ----------------------------
<TABLE>
<CAPTION>

                              FNB Bancshares, Inc.
                           Consolidated Balance Sheets

                                                             March 31, 2000    December 31, 1999
                                                            (Unaudited)             (Audited)

<S>                                                        <C>                      <C>
Assets
Cash and Cash Equivalents:
         Cash and due from Banks                           $   1,963,726            $   1,512,403
         Federal Funds Sold                                            0                  400,000
                                                               ---------              -----------
                                                               1,963,726                1,912,403

Securities:
  Securities held to maturity (estimated market                2,349,371                2,349,326
  value of $2,314,417 in 2000 and $2,318,372 in 1999)
  Nonmarketable equity securities                                 83,700                   83,700

Loans Receivable                                              30,707,155               27,830,158
  Less Allowance for loan loss                                  (395,467)                (429,049)
                                                             -----------              -----------
         Loans, net                                           30,311,688               27,401,109

Premises and equipment                                         2,220,811                2,213,812
Accrued Interest Receivable                                      219,835                  207,676
Other Assets                                                     431,572                1,027,530
                                                             -----------             ------------
         Total Assets                                       $ 37,580,703              $35,195,556
                                                             ===========             ============
Liabilities
Deposits:

         Non-interest bearing transaction accounts          $  5,154,212             $  4,565,052
         Interest bearing transaction accounts                 4,974,013                4,362,742
         Savings                                               4,267,876                4,136,103
         Time deposits $100,000 and over                       2,888,027                3,334,148
         Other time deposits                                  12,433,604               10,836,919
                                                             -----------             ------------
                                                              29,717,732               27,234,964

Advances from the Federal Home Loan Bank                       1,000,000                1,000,000
Federal Funds Purchased                                          370,000                        0
Securities sold under agreements to  repurchase                  236,975                  746,181
Accrued Interest Payable                                          53,052                   49,745
Other Liabilities                                                136,700                  156,844
                                                             -----------             ------------
         Total Liabilities                                  $ 31,514,459             $ 29,187,734
                                                             -----------             ------------

Stockholders' Equity

Preferred stock, $.01 par value; 10,000,000
   shares authorized and unissued
Common Stock, $.01 par value; 10,000,000
   shares authorized; 616,338 shares issued                        6,163                    6,163
Capital surplus                                                6,112,318                6,112,318
Retained earnings (deficit)                                      (52,237)                (110,659)
                                                             -----------             ------------
   Total Stockholders' equity                                  6,066,244                6,007,822
                                                             -----------             ------------
Total Liabilities and Stockholders' equity                   $37,580,703             $ 35,195,556
                                                             ===========             ============
</TABLE>

See Accompanying Notes to Financial Statements

<PAGE>

PART I - FINANCIAL INFORMATION (continued)
- -----------------------------------------

Item 1. Financial Statements (continued)
- ---------------------------------------

                              FNB Bancshares, Inc.
                        Consolidated Statements of Income
                       For the three months ended March 31
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                 2000                1999
                                                                ------              -----


<S>                                                   <C>                         <C>
Interest Income
         Loans, including fees                        $        706,675            $  514,767
         Investment securities, taxable                         33,973                31,507
         Federal funds sold                                     14,560                26,592
                                                           -----------            ----------
                       Total Interest Income                   755,208               572,866
                                                           -----------            ----------
Interest Expense

         Time deposits $100,000 and over                       41,305                39,627
         Other deposits                                       208,887               158,609
         Federal Funds Purchased                                  579                     0
         Advances from FHLB                                    12,028                     0
         Securities sold under agreement to repurchase          7,212                 4,526
                                                          -----------            ----------
                       Total Interest Expense                 270,011               202,762
                                                          -----------            ----------

Net Interest Income                                           485,197               370,104
         Provision for loan loss                               37,500                39,000
                                                          -----------            ----------
Net interest income after provision for loan losses           447,697               331,104
                                                          -----------            ----------
Other income

         Service charges on deposit accounts                    9,812                7,297
         Sold Loan Fees                                         3,526               58,250
         NSF/Overdraft Fees                                    39,052               29,253
         Other service charges, commissions and fees           34,787               17,496
                                                          -----------           ----------
                                                               87,177              112,296
                                                          -----------           ----------
Other Expense

         Salaries and employee benefits                       214,819              193,511
         Occupancy Expense                                     34,578               31,836
         Furniture and equipment                               38,404               35,530
         Office Supplies                                       14,134               12,660
         Data Processing                                       39,270               33,545
         Other operating expense                              103,246              135,483
                                                          -----------           ----------
                                                              444,451              442,565
                                                          -----------           ----------

Income before taxes                                            90,423                  835
Income tax expense                                             32,001                   70
                                                          -----------           ----------
Net Income                                            $        58,422          $       765
                                                          ===========           ==========

Per Share

         Average shares outstanding                           616,338             616,338
         Net income                                   $           .09          $      .00


</TABLE>

See Accompanying Notes to Financial Statements


<PAGE>

PART I - FINANCIAL INFORMATION (continued)
- -----------------------------------------

Item 1. Financial Statements (continued)

                              FNB Bancshares, Inc.
                 Consolidated Statements of Comprehensive Income
                       For the three months ended March 31
                                   (Unaudited)

                                                  2000               1999
                                             ------------       ------------

Net Income                                   $     58,422         $      765
Other comprehensive income,
net of tax                                              0                  0

Total other comprehensive income                        0                  0
                                                ---------         ----------

Comprehensive income                         $     58,422        $       765
                                                =========         ==========



See Accompanying Notes to Financial Statements


<PAGE>


PART I - FINANCIAL INFORMATION (continued)
- ------------------------------------------

Item 1. Financial Statements (continued)
- ----------------------------------------
<TABLE>
<CAPTION>

                              FNB Bancshares, Inc.
           Consolidated Statements of Changes in Stockholders' Equity
                       for the period ended March 31, 2000

                                   (Unaudited)

                                                                               Retained
                                     Common Stock            Capital           Earnings
                                    Shares        Amount     Surplus           (Deficit)         Total
                                    ------        ------     -------           ---------         -----

<S>                          <C>         <C>          <C>               <C>             <C>
Balance, December 31, 1999          616,338     $   6,163    $ 6,112,318       $(110,659)      $6,007,822

Net income                                0             0              0          58,422           58,422
                                    -------     --------     -----------     -----------       ----------
Balance, March 31, 2000             616,338     $   6,163    $ 6,112,318       $ (52,237)      $6,066,244
                                    =======     =========    ===========     ===========       ==========


</TABLE>

See Accompanying Notes to Financial Statements


<PAGE>

PART I - FINANCIAL INFORMATION (continued)
- -----------------------------------------
Item 1. Financial Statements (continued)
- -----------------------------------------
<TABLE>
<CAPTION>

                              FNB Bancshares, Inc.
                       Unaudited Statements of Cash Flows
                          From December 31 to March 31

                                                              2000                   1999
                                                              ----                  -----
<S>                                                   <C>                   <C>
Cash flows from operating activities:
Net income                                            $      58,422         $        765

Adjustments to reconcile net income to
  net cash provided by operating activities
     Provision for loan losses                               37,500               39,000
     Depreciation                                            43,496               41,677
     Accretion and premium amortization                         (45)                 292
     Increase in interest receivable                        (12,159)             (33,337)
     Increase (decrease) in interest payable                  3,307               (7,983)
     (Increase) decrease in other assets                    595,958                  (88)
     Increase (decrease) in other liabilities               (20,144)             (42,729)
                                                          ---------          -----------
           Net cash used by operating activities            706,335               (2,403)

Cash flows from investing activities:

    Purchase securities held to maturity                          0             (812,352)
    Maturity of securities held to maturity                       0              400,000
    Maturity of Time Deposits                                     0              500,000
    Net increase in loans made to customers              (2,948,079)          (2,377,694)
    Net increase in premises and equipment                  (50,495)            (448,305)
                                                         ----------          -----------
           Net cash used by investing activities         (2,998,574)          (2,738,351)

Cash flows from financing activities:
    Net increase in demand deposits, interest bearing
       transaction accounts and savings accounts          1,332,204            2,835,560
    Net increase in time deposits                         1,150,564              357,372
    Increase in Federal Funds Purchased                     370,000                    0
    Net increase(decrease) in Repurchase Agreements        (509,206)            (363,394)
                                                         ----------         ------------
           Net cash provided by financing activities      2,343,562            2,829,538
                                                         ----------         ------------


Net Increase in cash and
    cash equivalents                                         51,323              88,784
                                                         ----------         -----------

Cash and cash equivalents, beginning of period            1,912,403           3,367,765
                                                         ----------         -----------

Cash and cash equivalents,  end of period            $    1,963,726      $    3,456,549
                                                         ==========         ===========
</TABLE>

See Accompanying Notes to Financial Statements


<PAGE>

PART I - FINANCIAL INFORMATION (continued)
- -------------------------------------------

Item 1. Financial Statements (continued)
- ----------------------------------------

                              FNB Bancshares, Inc.
                          Notes to Financial Statements
                                   (Unaudited)

Note 1 - Organization and Basis of Presentation

Organization  and  Consolidation - FNB  Bancshares,  Inc. a bank holding company
(the  "Company") and its  subsidiary,  First National Bank of the Carolinas (the
"Bank"),  provide banking services to domestic  markets  principally in Cherokee
County,  South Carolina.  The Bank commenced operations on October 18, 1996. The
consolidated financial statements include the accounts of the parent company and
its wholly-owned  subsidiary after  elimination of all significant  intercompany
balances and transactions.

Basis of Presentation.  The accompanying  consolidated financial statements have
been  prepared  in  accordance  with  the  requirements  for  interim  financial
statements and, accordingly, they are condensed and omit disclosures which would
substantially  duplicate  those  contained in the most recent  annual  report to
shareholders.  The financial  statements  for the interim  periods are unaudited
and, in the opinion of management, include all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation.  The financial
information  as of December 31, 1999 has been  derived  from  audited  financial
statements  as of that date.  For further  information,  refer to the  financial
statements and the notes included in FNB Bancshares, Inc.'s 1999 Annual report.

Item 2. Management's Discussion and Analysis of Financial Condition

The following is a discussion of the Company's  financial  condition as of March
31, 2000 compared to December 31, 1999,  and the results of  operations  for the
three months  ended March 31, 2000  compared to the three months ended March 31,
1999. These comments should be read in conjunction with the Company's  condensed
consolidated  financial statements and accompanying  footnotes appearing in this
report.

This  report  contains   "forward-looking   statements"   relating  to,  without
limitation, future economic performance,  plans and objectives of management for
future  operations,  and  projections of revenues and other financial items that
are based on the beliefs of the  Company's  management,  as well as  assumptions
made by and information  currently  available to the Company's  management.  The
words "expect," "anticipate," and "believe," as well as similar expressions, are
intended to identify  forward-looking  statements.  The Company's actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements,  and the Company's operating  performance each quarter is subject to
various  risks and  uncertainties  that are discussed in detail in the Company's
filings  with the  Securities  and  Exchange  Commission,  including  the  "Risk
Factors"   section  in  the  Company's   Registration   Statement  on  Form  S-1
(Registration  Number  333-1546)  as filed with and  declared  effective  by the
Securities and Exchange Commission.


<PAGE>


PART I - FINANCIAL INFORMATION (continued)
- ------------------------------------------

Item 2. Management's Discussion and Analysis of Financial Condition (continued)
- --------------------------------------------------------------------------------

Results of  Operations  for the quarter  ended  March 31,  2000  compared to the
quarter ended March 31, 1999:

Net Interest Income

Net  interest  income  for the three  month  period  ended  March  31,  2000 was
$485,197,compared  to $370,104  for the three month period ended March 31, 1999.
The  interest  rate  spread  was 4.70% at March 31,  2000 and 4.39% at March 31,
1999.  The  increased  income  is  primarily  attributed  to  growth in the loan
portfolio,  as the amount of total loans increased to $30.7 million at March 31,
2000 as compared to $22.6  million at March 31, 1999.  The largest  component of
interest income was interest on loans, which increased to $706,675 for the three
months  ended March 31, 2000 as compared to $514,767  for the three months ended
March 31, 1999.  These  increases were primarily  attributable  to growth in the
Bank's loan portfolio.  Interest on investment  securities  increased to $33,973
for the three  months  ended March 31, 2000 as compared to $31,507 for the three
months ended March 31,  1999.  This  increase is due  primarily to growth in the
investment  portfolio  from  $2,199,251 at March 31, 1999 to $2,349,371 at March
31, 2000. The increases in interest income were partially offset by increases in
interest  expense to  $270,011  for the three  months  ended  March 31,  2000 as
compared to $202,762 for the three months ended March 31, 1999.

Provision and Allowance for Loan Losses

The  provision  for  loan  losses  is the  charge  to  operating  earnings  that
management feels is necessary to maintain the allowance for possible loan losses
at an adequate  level.  For the three months ended March 31, 2000, the provision
charged to expense  was $37,500  compared to $39,000  charged to expense for the
three  months  ended March 31,  1999.  The loan loss  reserve was $395,467 as of
March 31,  2000,  or 1.29% of gross loans as compared to $429,049 as of December
31, 1999, or 1.54% of gross loans.  The loan portfolio is periodically  reviewed
to evaluate the  outstanding  loans and to measure both the  performance  of the
portfolio  and the  adequacy of the  allowance  for loan losses.  This  analysis
includes a review of  delinquency  trends,  actual losses,  and internal  credit
ratings. Management's judgment as to the adequacy of the allowance is based upon
a number of assumptions  about future events which it believes to be reasonable,
but which may or may not be  accurate.  Because of the inherent  uncertainty  of
assumptions made during the evaluation  process,  there can be no assurance that
loan losses in future  periods will not exceed the  allowance for loan losses or
that additional allocations will not be required.

Non-Interest Income

Non-interest  income for the three  months  ended  March 31, 2000 was $87,177 as
compared to $112,296 for the three  months  ended March 31, 1999.  Of the amount
for three months ended March 31,  2000;  $9,812 was a result of deposit  account
service charges,  and account  maintenance fees; $39,052 was a result of NSF and
overdraft fees; $34,787 was other miscellaneous  service charges, and $3,526 was
due to sold loan  fees.  Of the sold loan fees in 1999,  $44,250  was due to the
sale of one large  commercial  loan. With the exception of the large  commercial
loan sale in 1999,  the  increase  in the other  fees is  attributed  to overall
growth of the deposit portfolio.


<PAGE>


PART I - FINANCIAL INFORMATION (continued)
- ------------------------------------------

Item 2. Management's Discussion and Analysis of Financial Condition (continued)
- --------------------------------------------------------------------------------
Non-Interest Expense

Non-Interest  Expense  for the three  month  period  ended  March  31,  2000 was
$444,451  as compared to  $442,565  for the three month  period  ended March 31,
1999. Salaries and employee benefits comprise $214,819 and $193,511 respectively
of this amount. Depreciation of buildings, furniture and equipment accounted for
$43,496 and $41,677 for the three month  periods  ended March 31, 2000 and March
31, 1999, respectively. The increase in depreciation is due to the Company's new
main office  facility,  which was  occupied  in January  1999.  Office  Supplies
accounted  for $14,134 and $12,660 for the three month  periods  ended March 31,
2000 and March 31, 1999, respectively. Data Processing accounted for $39,270 and
$33,545 for the three  month  periods  ended March 31, 2000 and March 31,  1999,
respectively.  The  increases in payroll,  office  supplies and data  processing
expenses  are  attributed  to the  growth in the  number of Bank  customers  and
customer  accounts.  Other operating expenses in 1999 included a one time charge
of  $45,894  for  asset  disposal  related  to moving  from the old main  office
facility to the new facility in January 1999.

Assets and Liabilities

During the first three months of 2000, total assets increased $2,385,147 or 6.8%
when  compared to December 31, 1999.  The primary  growth in assets was in loans
with an  increase  of  $2,876,997  or  10.3%  since  December  31,  1999.  Total
liabilities  increased  $2,326,725  or 8.0% when  compared to December 31, 1999.
Within the deposit area, savings accounts,  which include money market accounts,
increased  3.2%,   interest  bearing   transaction   accounts  increased  14.0%,
non-interest  bearing  transaction  accounts  increased 12.9%, and time deposits
increased 8.1%.  However,  this  significant  growth rate is a reflection of the
fact that the Bank is  relatively  young,  it opened for business on October 18,
1996, and the Company does not expect to maintain or duplicate this growth rate.
The  Company's  management  closely  monitors and seeks to maintain  appropriate
levels of interest  earning  assets and  interest  bearing  liabilities  so that
maturities of assets are such that adequate  funds are provided to meet customer
withdrawals  and  demand.  Management  expects  asset  and  liability  growth to
continue  during the coming  months,  with the growth  tapering off to a slower,
more deliberate and controllable pace over the longer term, and believes capital
should continue to be adequate for the next 12 months.

Loans

Balances  within the major loan categories as of March 31, 2000 and December 31,
1999 are as follows:

                                            March 31, 2000    December 31, 1999
                                           ---------------    -----------------
Commercial and Industrial                   $  6,032,948      $  5,830,787
Real Estate - Construction                       657,456           404,305
Real Estate - Other                           17,865,399        15,971,529
Installment and consumer credit lines          6,151,352         5,623,537
                                             -----------      ------------
                                            $ 30,707,155      $ 27,830,158
                                             ===========      ============

Allowance for loan loss, December 31, 1999  $    429,049
Provision                                         37,500
Recoveries                                         2,215
Charge-offs                                       73,297
Allowance for loan loss, March 31, 2000     $    395,467
Gross loans outstanding, December 31, 1999   $27,830,158
Gross loans outstanding, March 31, 2000     $ 30,707,155

Allowance for loan losses to loans outstanding, December 31, 1999    1.54%
                                                                     -----

Allowance for loan losses to loans outstanding,  March 31, 2000      1.29%
                                                                     -----


<PAGE>


PART I - FINANCIAL INFORMATION (continued)
- ------------------------------------------

Item 2. Management's Discussion and Analysis of Financial Condition (continued)
- -------------------------------------------------------------------------------

Deposits

Balances  within the major deposit  categories as of March 31, 2000 and December
31, 1999 are as follows:

                                            March 31, 2000     December 31, 1999
                                            --------------     -----------------

Non-interest bearing demand deposits        $  5,154,212        $  4,565,052
Interest bearing demand deposits               4,974,013           4,362,742
Savings deposits                               4,267,876           4,136,103
Time deposit $100,000 and over                 2,888,027           3,334,148
Other Time Deposits                           12,433,604          10,836,919
                                              ----------          ----------
                                            $ 29,717,732        $ 27,234,964
                                              ==========          ==========


Liquidity

Liquidity needs are met by the Company through scheduled maturities of loans and
investments on the asset side and through  pricing  policies on the  liabilities
side for interest-bearing  deposit accounts.  The level of liquidity is measured
by the  loan-to-total  borrowed  funds ratio which was 98% at March 31, 2000 and
96% at December 31, 1999.

Capital Resources

Total  shareholders'  equity increased  $58,422 to $6,066,244 at March 31, 2000.
The increase is attributable to income for the period.

Bank holding  companies and their banking  subsidiaries  are required by banking
regulators  to meet  certain  minimum  levels  of  capital  adequacy  which  are
expressed  in the form of  certain  ratios.  Capital  is  separated  into Tier 1
capital  (essentially  common  shareholders'  equity less intangible assets) and
Tier 2 capital  (essentially  the allowance for loan losses  limited to 1.25% of
risk weighted  assets).  The first two ratios,  which are based on the degree of
credit risk in the  Company's  assets,  require the weighting of assets based on
assigned  risk  factors  and  include  off-balance  sheet  items  such  as  loan
commitments  and  stand-by  letters  of  credit.  The ratio of Tier 1 capital to
risk-weighted  assets must be at least 4% and the ratio of total capital (Tier 1
capital  plus Tier 2) to  risk-weighted  assets must be at least 8%. The capital
leverage ratio supplements the risk-based capital guidelines. The leverage ratio
is Tier 1 capital divided by the adjusted quarterly average total assets.  Banks
and bank holding  companies are required to maintain a minimum leverage ratio of
3.0%.

The following  table  summarizes the Company's  risk-based  capital at March 31,
2000 (in thousands):

Shareholders' equity                                 $        6,066
Less: intangibles                                                29
                                                              -----
Tier 1 capital                                       $        6,037
                                                              =====

Plus: allowance for loan losses (1)                             377
                                                              -----
Total Capital                                        $        6,414
                                                              =====

Risk-Weighted assets                                 $       30,132

Risk based capital ratios
         Tier 1                                               19.84%
         Total capital                                        21.09%
         Leverage ratio                                       16.10%

(1) limited to 1.25% of risk-weighted assets


<PAGE>


PART I - FINANCIAL INFORMATION (continued)
- ------------------------------------------

Item 2. Management's Discussion and Analysis of Financial Condition (continued)
- -------------------------------------------------------------------------------

THE YEAR 2000

Like many  financial  institutions,  we rely upon  computers for  conducting our
business and for information systems processing. Industry experts were concerned
that on January 1, 2000,  some computers  would not be able to interpret the new
year properly, causing computer malfunctions.  While we have not experienced any
material computer  malfunctions to date, there remains a risk that our computers
will be unable to read or interpret data on Year 2000-sensitive dates, including
October 10, 2000. Our regulators  have issued  guidelines to require  compliance
with Year 2000 issues.  In accordance with these  guidelines,  we have developed
and executed a plan to ensure that our computer and telecommunication systems do
not have these Year 2000  problems.  We generally  rely on software and hardware
developed by independent third parties for our information  systems.  We believe
that our internal systems and software,  including our network connections,  are
programmed to comply with Year 2000 requirements,  although there is a risk they
may not be. We incurred  approximately  $40,000 in expenses in 1999 to implement
our Year 2000 plan.  Under our plan, we are  continuing to monitor the situation
throughout 2000. Based on information  currently  available,  we believe that we
will not incur significant  additional expenses in connection with the Year 2000
issue.

The Year 2000 issue may also  negatively  affect the business of our  customers,
but to date we are not aware of any material Year 2000 issues affecting them. We
include Year 2000 readiness in our lending  criteria to minimize risk.  However,
this will not  eliminate  the issue,  and any  financial  difficulties  that our
customers  experience  caused by Year 2000 issues could impair their  ability to
repay loans to us.

PART II - OTHER INFORMATION
- ---------------------------

Item 1. Legal Proceedings
- -------------------------

Not Applicable

Item 2. Changes in Securities
- -----------------------------

Not Applicable

Item 3. Defaults Upon Senior Securities
- ---------------------------------------

Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------

Not Applicable

Item 5. Other Information
- -------------------------

None.

Item 6. Exhibits and Report on Form 8-K
- ---------------------------------------

         (a) Exhibits -  None.

         (b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter ended  March 31, 2000.


<PAGE>


SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     FNB BANCSHARES, INC.
                                     (Registrant)

Date:    May 5, 2000                 By: /s/ V. Stephen Moss
                                         ---------------------------------------
                                         V. Stephen Moss

                                         President and Chief Executive Officer

                                     By: /s/ John W. Hobbs
                                         --------------------------------------
                                         John W. Hobbs

                                         Principal Accounting and Chief
                                          Financial Officer

<TABLE> <S> <C>

<ARTICLE>                        9
<CIK>                             1009162
<NAME>                           FNB Bancshares

<S>                          <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-2000
<PERIOD-START>                  JAN-01-2000
<PERIOD-END>                    MAR-31-2000
<CASH>                          1,963,726
<INT-BEARING-DEPOSITS>          0
<FED-FUNDS-SOLD>                0
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