FNC BANCORP INC
10QSB, 1997-11-14
NATIONAL COMMERCIAL BANKS
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                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

Quarterly  Report under  Section 13 or 15(d) of the  Securities  Exchange Act of
1934 for the quarterly period ended September 30, 1997

Commission File Number 33-37078



                                FNC BANCORP, INC.
                      (Exact name of Small Business Issuer
                          as specified in its charter)

         Georgia                                                  58-1910615
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or Organization)                              Identification No.)


                            420 South Madison Avenue
                                Douglas, Georgia
                         (Address of principal executive
                                    offices)

                                 (912) 384-1100
                           (Issuer's telephone number)


Check  whether  the Issuer  (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

The  number of  shares  outstanding  of the  Issuer's  class of common  stock at
September 30, 1997 was 405,710 shares of common stock.

Transitional Small Business Disclosure Format (Check one): Yes_ No X

                                     PAGE 1


<PAGE>



                                FNC BANCORP, INC.

                                   FOR 10-QSB

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
Part I - Financial Information

   Item 1. Financial Statements

          Consolidated Balance Sheets - September 30, 1997
          (Unaudited) and December 31, 1996 ........................................3

          Consolidated Statements of Income (Unaudited) - Nine
          Month Periods Ended September 30, 1997 and 1996 ..........................4

          Consolidated Statements of Stockholders' Equity (Unaudited) -
          Nine Month Periods Ended September 30, 1997 and 1996 .....................5

          Consolidated Statements of Cash Flows (Unaudited) - Nine
          Month Periods Ended September 30, 1997 and 1996 ..........................6

          Notes to Consolidated Financial Statements ...............................7

   Item 2. Management's Discussion and Analysis or Plan of Operation ...............8

Part II - Other Information

   Item 1. Legal Proceedings ......................................................13
   Item 2. Changes in Securities ..................................................13
   Item 3. Defaults Upon Senior Securities ........................................13
   Item 4. Submission of Matters to a Vote of
           Security Holders .......................................................13
   Item 5. Other Information ......................................................13
   Item 6. Exhibits and Reports on Form 8-K .......................................13

Signatures ........................................................................13

                                     PAGE 2


<PAGE>


                        FNC BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                        SEPTEMBER 30,     DECEMBER 31,   
                                                                            1997               1996
                                                                         -----------       -----------
           Assets                                                        (UNAUDITED)

<S>                                                                      <C>               <C>        
 Cash and due from banks ................................................$ 3,967,671       $ 4,917,622
 Federal funds sold .....................................................  1,674,000         7,249,000
 Securities available-for-sale ..........................................  6,985,516         7,829,126
 
 Loans .................................................................. 29,583,036        27,345,643
 Less allowance for loan losses .........................................  1,091,601         1,520,385
                                                                         -----------       -----------
 Loans, net ............................................................. 28,491,435        25,825,258

 Premises and equipment .................................................  1,662,305         1,682,081
 Other assets ...........................................................  1,222,405         1,615,939
                                                                         -----------       -----------

 Total assets ...........................................................$44,003,332       $49,119,026
                                                                         ===========       ===========    

          Liabilities and Stockholders' Equity

 Deposits
    Noninterest-bearing demand ..........................................$ 8,178,746       $ 9,409,021
    Interest-bearing demand .............................................  6,119,840         7,253,382
    Savings .............................................................  1,683,120         1,778,551
    Time, $100,000 and over .............................................  4,835,036         5,381,660
    Other time .......................................................... 16,965,145        18,721,987
                                                                         -----------       -----------
    Total deposits ...................................................... 37,781,887        42,544,601


 Notes payable to directors .............................................    500,000           500,000
 Advances from Federal Home Loan Bank ...................................  2,080,000         2,485,000
 Other ..................................................................    509,652           655,853
                                                                         -----------       -----------
 Total liabilities ...................................................... 40,871,539        46,185,454
                                                                         -----------       -----------

 Commitments and contingent liabilities

 Stockholders' equity
 Preferred stock, 10,000,000 shares authorized, 
   no shares issued 
 Common stock, par value $1; 10,000,000 shares authorized,
   405,710 shares issued and
   Outstanding ..........................................................    405,710            405,710
 Capital surplus ........................................................  3,610,541          3,610,541
 Retained deficit .......................................................   (886,600)        (1,084,329)
 Unrealized gains on available-for-sale securities,
 Net of applicable deferred income taxes ................................      2,142              1,650
                                                                         -----------        -----------

Total stockholders' equity ..............................................  3,131,793          2,933,572
                                                                         -----------        -----------
Total liabilities and stockholders
equity ..................................................................$44,003,332        $49,119,026
                                                                         ===========        ===========

                                     PAGE 3


<PAGE>



                        FNC BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)


<CAPTION>
                                            THREE MONTHS ENDED                 NINE MONTHS ENDED
                                               SEPTEMBER 30,                      SEPTEMBER 30,
                                        --------------------------       ----------------------------                      
                                          1997              1996            1997              1996
                                        --------          --------       ----------        ----------
<S>                                     <C>               <C>            <C>               <C>    
 Interest income:
 Loans .................................$686,096          $764,304       $1,873,984        $2,412,323
 Taxable securities .................... 138,515            80,450          409,269           221,470
 Federal funds sold ....................   7,880            65,255          122,661           190,576
                                        --------          --------        ---------         ---------
 Total interest income ................. 832,491           910,009        2,405,914         2,824,369

 Interest expense:
 Deposits .............................. 357,365           437,933        1,124,496         1,362,651
 Federal funds purchased ...............   3,600                 9            4,121                 9
 Advances from FHLB ....................  26,460            35,713           70,863           100,365
 Stockholder loan ......................  10,064                 0           28,855                 0
                                        --------          --------        ---------         ---------
 Total interest expense ................ 397,489           473,655        1,228,335         1,463,025

 Net interest income ................... 435,002           436,354        1,177,579         1,361,344
 Provision for loan losses .............       0           481,843           30,450         1,826,158
                                        --------          --------        ---------         ---------
 Net interest income after
 provision for loan losses ............. 435,002           (45,489)       1,147,129          (464,814)

 Other income:
 Service charges on
  deposit accounts ..................... 100,056            96,769          275,246           276,429
 Insurance commissions .................       0             4,151           11,139            10,235
 Mortgage origination income ...........   3,681             6,815            9,773            16,407
 Gain (loss) on sale of securities .....     772                 0              900                 0
 Other operating income ................  14,833            20,952           51,061            64,045
                                        --------          --------        ---------         ---------
 Total other income .................... 119,342           128,687          348,119           367,116

 Other expenses:
 Salaries and employee benefits ........ 220,823           221,885          607,305           656,277
 Equipment expenses ....................  36,690            24,294          101,258            72,470
 Occupancy expenses ....................  22,247            26,485           67,517            79,226
 Advertising ...........................   8,869            17,890           28,420            33,238
 Data Processing .......................  15,326            17,103           45,644            50,059
 Printing and  office supplies .........  16,370            10,753           41,062            43,909
 Amortization ..........................       0             4,056                0            15,240
 Other operating income ................ 100,158            93,962          303,829           256,016
                                        --------          --------        ---------         ---------
 Total other expenses .................. 420,483           416,428        1,195,035         1,206,435
                                        --------          --------        ---------         ---------
 Income (loss) before income
  taxes (benefits) ..................... 133,861          (333,230)         300,213        (1,304,133)

 Income tax expense (benefit) ..........  46,500          (112,512)         102,484          (441,801)
                                        --------          --------         --------         ---------
 Net income (loss) .....................$ 87,361         $(220,718)        $197,729         $(862,332)
                                        ========         =========         ========         =========

 Earnings (loss) per common and common
 equivalent share ......................   $0.22             $(.45)           $0.49            $(1.82)

                                     PAGE 4


<PAGE>



                        FNC BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

<CAPTION>

                                                                             UNREALIZED
                                                                             LOSSES ON
                                                                             SECURITIES
                          COMMON STOCK        ADDITIONAL       RETAINED       AVAILABLE
                       NUMBER OF      PAR       PAID IN        EARNINGS        FOR-SALE
                        SHARES       VALUE      CAPITAL        (DEFICIT)      NET OF TAX      TOTAL
                      --------     --------   ----------       --------       --------     ----------
<S>                    <C>         <C>        <C>                <C>            <C>        <C>
Balance,
December 31, 1995 .... 405,710     $405,710   $3,610,541        $62,003       $  (867)     $4,077,387

Net income (loss) ....       0            0            0       (862,332)            0        (862,332)

Net change in unrealized
 losses on securities
 available-for-sale,
 net of tax ..........       0            0            0              0       (11,859)        (11,859)

                      --------     --------   ----------      ---------      --------      ----------
Balance,
September 30, 1996
(unaudited) .......... 405,710     $405,710   $3,610,541      $(800,329)     $(12,726)     $3,203,196
                      ========     ========   ==========      =========      ========      ==========

Balance,
December 31, 1996 .... 405,710     $405,710   $3,610,541    $(1,084,329)       $ 1,650     $2,933,572

Net income (loss) ....       0            0            0        197,729              0        197,729

Net change in unrealized
losses on securities
available-for-sale,
net of tax ...........       0            0            0              0            492            492
                      --------     --------   ----------    -----------        -------     ---------- 
Balance,
September 30, 1997
(unaudited) .......... 405,710     $405,710   $3,610,541      $(886,600)       $ 2,142     $3,131,793
                      ========     ========   ==========      =========        =======     ==========

                                     PAGE 5


<PAGE>



                        FNC BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                                                      NINE MONTHS ENDED
                                                                                                         SEPTEMBER 30,
                                                                                                    1997            1996
                                                                                                 ---------       ---------
<S>                                                                                              <C>             <C>    
Cash Flows From Operating Activities:
   Net Income (Loss) ........................................................................... $ 197,729       $(862,332)
 Adjustments to reconcile net income or loss to net cash
   provided by operating activities:
   Depreciation ................................................................................   100,420          78,284
   Amortization ................................................................................         0          15,240
   Deferred income taxes (benefit) .............................................................   116,284        (438,626)
   (Gain) Loss on sale of securities ...........................................................      (900)              0
   Provision for loan losses ...................................................................    30,450       1,826,158
   Securities (accretion) amortization .........................................................   (16,731)        (27,150)
Change in assets and liabilities:
 (Increase) Decrease in accrued interest receivable ............................................   173,142        (259,828)
 Increase (Decrease) in accrued interest payable ...............................................   (80,994)        (79,612)
 (Increase) Decrease in other assets ...........................................................   (83,015)       (114,372)
 Increase (Decrease) in other liabilities ......................................................   (65,207)         186,501
 (Increase) Decrease in income taxes receivable ................................................   187,615                0
 Increase (Decrease) in income taxes payable ...................................................         0          (55,195)
                                                                                                ----------        ---------
 Net cash provided (used) by operating activities ..............................................   558,793          269,068
                                                                                                ----------        ---------

Cash Flows From Investing Activities:
   Capital expenditures ........................................................................   (80,644)         (71,422)
   Net (increase) decrease in loans ............................................................(2,696,627)        (191,732)
   Proceeds from maturity of available-for-sale securities ..................................... 4,250,000        3,497,500
   Purchase of available-for-sale securities ...................................................(3,541,244)      (5,186,710)
   Proceeds received from sale of mortgage-backed securities ...................................   121,104                0
   Payments received on mortgage-backed securities .............................................    31,381           49,003
                                                                                                ----------       ----------
   Net cash provided (used) by operating activities ............................................(1,916,030)      (1,903,361)
                                                                                                ----------       ----------

Cash Flows From Financing Activities:
   Increase (Decrease) in time deposits ........................................................(2,303,466)        (542,537)
   Increase (Decrease) in other deposits .......................................................(2,459,248)      (4,785,157)
   Proceeds from advances from Federal Home Loan Bank .......................................... 1,000,000        2,000,000
   Repayment of advances from Federal Home Loan Bank ...........................................(1,405,000)         (55,000)
                                                                                                ----------       ----------
   Net cash provided (used) by financing activities ............................................(5,167,714)      (3,382,694)
                                                                                                ----------       ----------

Net increase (decrease) in cash and cash equivalents ...........................................(6,524,951)      (5,016,987)

Cash and Cash Equivalents at Beginning of Year .................................................12,166,622       11,239,283
                                                                                                ----------       ----------
Cash and Cash Equivalents at End of Year .......................................................$5,641,671       $6,222,296
                                                                                                ==========       ==========
Supplemental  Disclosures of Cash Flow Information  Cash paid (received)  during
the year for:
   Interest .................................................................................... 1,309,329        1,542,637
   Income taxes ................................................................................   187,615          121,555
Schedule of Non-Cash Investing and Financing Activities
Total increase (decrease) in unrealized (losses) gains on
Securities available-for-sale ..................................................................       492           17,969

                                     PAGE 6


<PAGE>


                        FNC BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions  to Form 10-QSB.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments  (consisting  of  normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results  for the nine  months  ended  September  30,  1997  are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1997. For further  information,  refer to the consolidated  financial statements
and footnotes  there to included in the Company's  annual report to stockholders
for the year ended December 31, 1996.

                                     PAGE 7


<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation

Results of Operations

The Company, including the operations of its subsidiary, reported a consolidated
net income of $197,729 for the nine months ended  September 30, 1997 compared to
($862,332) loss for the nine months ended September 30, 1996.  Net interest income
after provision  for loan losses was  $1,147,129and($464,814)  for the nine months
ended September 30, 1997 and 1996,  respectively.  The provision for loan losses
was $30,450 and  $1,826,158  for the nine months  ended  September  30, 1997 and
1996,  respectively.  Noninterest  income totaled  $348,119 and $367,116 for the
nine  months  ended  September  30,  1997 and 1996,  respectively.  Non-interest
expenses totaled  $1,195,035 and $ 1,206,435 for the nine months ended September
30, 1997 and 1996, respectively.

The following table  summarizes the results of operations of the Company for the
nine month period ended September 30, 1997 and 1996.

<CAPTION>
                                                        NINE MONTHS ENDED
                                                           SEPTEMBER 30,
                                                --------------------------------
                                                  1997                    1996
                                                -------                 --------
                                                          (IN THOUSANDS)
<S>                                             <C>                     <C>    
Interest income ................................$ 2,405                 $ 2,824
Interest expense ............................... (1,228)                 (1,463)
                                                -------                 -------
Net interest income ............................  1,177                   1,361
Provision for loan losses ......................    (30)                 (1,826)
Noninterest income .............................    348                     367
Noninterest expense ............................ (1,195)                 (1,206)
                                                -------                 -------
Income (loss) before taxes .....................    300                  (1,304)
Income (taxes) benefit .........................   (102)                    442
                                                -------                 -------
Net income (loss) ..............................$   198                 $  (862)
                                                =======                 =======


Interest Income

Total interest income decreased approximately $419,000 for the nine months ended
September 30, 1997 compared to the nine months ended September 30, 1996.

This  decrease was from the effect of a decrease in the average  loan  portfolio
balance from approximately $32.8 million for the nine months ended September 30,
1996 to  approximately  $26.4  million for the nine months ended  September  30,
1997.  The effect of this change  decreased  interest  income earned on the loan
portfolio from approximately  $2,383,000 for the nine months ended September 30,
1996 to approximately $1,849,000 for the nine months ended September 30, 1997, a
decrease of  $534,000.  Interest  income on the loan  portfolio  decreased  from
approximately $764,000 for the quarter ended September 30, 1996 to approximately
$686,000 for the quarter ended September 30, 1997, a decrease of $78,000.

Interest earned on taxable  investment  securities  increased from approximately
$221,000 for the nine months ended September 30, 1996 to approximately  $409,000
for the nine months  ended  September  30, 1997,  an increase of $188,000.  This
increase  was  the  combined  effect  of an  increase  in  the  average  taxable
investment portfolio balance from approximately $5.2 million for the nine months
ended September 30, 1996 to approximately $8.6 million for the nine months ended
September  30,  1997,  and an increase in the average rate earned on the taxable
investment  securities  portfolio from 5.67% for the nine months ended September
30, 1996 to 6.34% for the nine months ended September 30, 1997.  Interest income
on the taxable investment portfolio increased from approximately $80,000 for the
quarter ended September 30, 1996 to approximately $139,000 for the quarter ended
September 30, 1997, an increase of $59,000.

                                     PAGE 8


<PAGE>


Interest earned on federal funds sold decreased from approximately  $191,000 for
the nine months ended September 30, 1996 to approximately  $123,000 for the nine
months ended  September  30, 1997, a decrease of $68,000.  This decrease was the
net  effect  of a  decrease  in the  average  federal  funds  sold  balance  from
approximately  $4.9  million for the nine  months  ended  September  30, 1996 to
approximately  $3.0 million for the nine months ended  September 30, 1997 and an
increase in the rate  earned on the  federal  funds sold from 5.20% for the nine
months ended September 30, 1996 to approximately 5.47% for the nine months ended
September  30,  1997.  Interest  income on  federal  funds sold  decreased  from
approximately  $65,000 for the quarter ended September 30, 1996 to approximately
$8,000 for the quarter ended September 30, 1997, a decrease of $57,000.

Interest Expense

Total  interest  expense  decreased  approximately  $235,000 for the nine months
ended  September 30, 1997 compared to the nine months ended  September 30, 1996.
This  decrease  is  attributed  to  the  factors  explained  in  the  following
information.

This  decrease was the combined  effect of a decrease in the average  balance of
interest-bearing  deposits from approximately  $34.9 million for the nine months
ended  September  30,  1996 to  approximately  $30.1 for the nine  months  ended
September  30, 1997 and a decrease in the average  rate paid on  interest-bearing
deposits  from 5.21% for the nine months ended  September  30, 1996 to 5.00% for
the nine months ended September 30, 1997.  Interest expense on  interest-bearing
deposits decreased from  approximately  $438,000 for the quarter ended September
30, 1996 to  approximately  $357,000 for the quarter ended September 30, 1997, a
decrease of $81,000.

At September 30, 1997,  the Bank had advances from the Federal Home Loan Bank of
$2,080,000 at an average rate of 5.75%.  Interest  expense incurred for the nine
months ended September 30, 1997 totaled  approximately $71,000 and approximately
$100,000 for the nine months ended September 30, 1996.

The Company also had interest expense during the nine months ended September 30,
1997 of  approximately  $29,000 on notes  payable to  directors in the amount of
$500,000.  The rate of interest is prime less 1% which  resulted in a rate during
the period of 7.5%. During 1996, the Company made a capital  contribution to the
Bank in the amount of $1 million and the loans from  directors were to partially
fund this additional capital contribution.

Noninterest Income

The following table presents the principal  components of noninterest income for
the three and nine month periods ended September 30, 1997 and 1996.

<CAPTION>
                                                   THREE MONTHS ENDED             NINE MONTHS ENDED
                                                      SEPTEMBER 30,                  SEPTEMBER 30,
                                                  --------------------            ----------------
                                                   1997          1996              1997       1996
                                                  -----         -----             -----      -----
<S>                                                <C>            <C>              <C>        <C>
Service charges on deposit accounts .............. $100           $97              $275       $277
Insurance Commissions ............................    0             4                11         10
Mortgage origination income ......................    4             7                10         16
Gain (loss) on sale of securities ................    1             0                 1          0
Other operating income ...........................   14            21                51         64
                                                  -----         -----             -----      -----

      Total noninterest income ................... $119          $129              $348       $367
                                                  =====         =====             =====      =====


                                     PAGE 9



<PAGE>


Service charges on deposit accounts for the nine months ended September 30, 1997
as compared to the nine months ended September 30, 1996, decreased approximately
$2,000.  This  decrease  was  related  primarily  to a decrease  in NSF fees and
transaction  deposit account  activity.  All other income totaled  approximately
$73,000  and  $90,000 for the nine  months  ended  September  30, 1997 and 1996,
respectively.

Noninterest Expenses

The following  table presents the principal  components of noninterest  expenses
for the three and nine month periods ended September 30, 1997 and 1996.

<CAPTION>
                                                  THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                     SEPTEMBER 30,                       SEPTEMBER 30,
                                               -----------------------              ---------------------
                                                1997              1996               1997            1996
                                               -----             -----              -----           -----
<S>                                            <C>               <C>                <C>             <C>
 Salaries and employee benefits .............. $ 221             $ 222              $ 607           $ 656
 Equipment expenses ..........................    37                24                101              73
 Occupancy expenses ..........................    22                26                 68              79
 Advertising .................................     9                18                 28              33
 Data processing .............................    15                17                 46              50
 Printing and office supplies ................    16                11                 41              44
 Amortization ................................     0                 4                  0              15
 Other operating expenses ....................   100                94                304             256
                                               -----             -----              -----           -----
 Total noninterest expense ................... $ 420             $ 416             $1,195          $1,206
                                               =====             =====             ======          ======

Noninterest expenses for the nine months ended September 30, 1997 as compared to
the nine months ended  September  30,  1996,  decreased  approximately  $11,000.
Salaries  and employee  benefits  decreased  approximately  $49,000 for the nine
months ended  September 30, 1997 as compared to the nine months ended  September
30,1996.  This decrease reflects  decreases in the number of employees,  in wage
levels,  and in the cost of  employee  benefits.  All other  expenses  increased
approximately  $38,000 for the nine months ended  September 30, 1997 compared to
the  nine  months  ended   September  30,  1996.   This  increase  is  primarily
attributable  to an increase in auditing  expenses  associated with loan review,
which accounted for $29,000 of the increase.

Provision for Loan Losses

The provision  for loan losses for the nine months ended  September 30, 1997 was
approximately  $30,000 compared to approximately  $1,826,000 for the nine months
ended  September  30,  1996.  The balance of the  allowance  for loan losses was
approximately $1,091,000 (approximately 3.37% of outstanding loans) at September
30, 1997 and approximately $1,520,000  (approximately 5.6% of outstanding loans)
at  December  31,  1996.   Actual  loan   charge-offs  net  of  recoveries  were
approximately  $458,000  for the  nine  months  ended  September  30,  1997  and
approximately $898,000 for the nine months ended September 30, 1996. Non-accrual
loans were  approximately  $1,254,000 at September 30, 1997. In  determining  an
adequate  level  of  loan  loss  reserve,  such  loans  were  included  in  such
consideration.

The amount of the  provision  for loan losses is a result of the amount of loans
charged  off,  the  amount  of  loans  recovered  and  management's   conclusion
concerning  the  level  of the  allowance  for  loan  losses.  The  level of the
allowance for loan losses is based upon a number of factors including the Bank's
past loan loss  experience,  management's  evaluation of the  collectability  of
loans, the general state of the economy and other relevant factors.

For a further  discussion  concerning  loans and the  allowance for loan losses,
refer to "financial condition".

                                     PAGE 10



<PAGE>


Income Taxes

The provision for income taxes  reflected an effective  rate of 34% for the nine
months  ended  September  30, 1997. A tax credit was accrued for the nine months
ended  September  30,  1996  based  upon  the  loss  incurred  of  approximately
$1,304,000 before taxes.

Financial Condition

The company including its subsidiary bank, reported consolidated total assets of
approximately $44 million at September 30, 1997 and approximately  $49.1 million
at December 31, 1996.  Representing  a decrease of  approximately  $5.1 million.
During  the nine  months  ended  September  30,  1997,  cash and due from  banks
decreased  $.9 million,  operations  generated  $.6 million,  available-for-sale
securities  decreased $.9 million,  while  federal funds sold  decreased by $5.6
million  providing  $8  million  of funds  available  which  were used to reduce
deposits by $4.8 million, reduce Federal Home Loan Bank advances by $.4 million,
increase

capital expenditures by $.1 million, and increase loans by $2.7
million.

Approximately  mid-year  1996,  an internal loan review was performed by the new
senior lending  officer which  concluded that the  underwriting  procedures were
inadequate. For the year ended December 31,

1996, the Bank had loan charge-offs of approximately  $1.4 million,  many due to
bankruptcies.  The Bank had a  reduction  in assets  partly  for the  purpose of
managing the capital  requirements  of the Bank for which the Company  increased
the capital by $1 million  during the year ended  December 31, 1996. The Company
continues its on-going loan review  procedures,  continues to operate under more
stringent underwriting

standards and has hired a new bank
president.

The Company's subsidiary Bank is required to maintain minimum amounts of capital
to total  "risk weighted"  assets,  as  defined  by the  banking  regulators.  At
September 30, 1997, a comparison  of the minimum  required,  and actual  capital
ratios are as follows:



<CAPTION>
                                                                                         To Be Well
                                                              For Capital             Capitalized Under
                                                                Adequacy              Prompt Corrective
                                         Actual                Purposes               Action Provisions
                                   ----------------         ----------------          ---------------
                                    Amount    Ratio          Amount    Ratio           Amount   Ratio
                                   -------    -----         -------    -----          -------   -----
                                                         (Dollars in thousands)

<S>                                 <C>       <C>            <C>        <C>            <C>       <C>
As of June 30, 1997
Total Capital
(to Risk Weighted Assets) ......... $3,915    12.10%         $2,589       8%           $3,237     10%
Tier 1 Capital
(to Risk Weighted Assets) ......... $3,511    10.85%         $1,295       4%           $1,942      6%
Tier 1 Capital
(to Average Assets) ................$3,511     8.33%         $1,685       4%           $2,106      5%


Liquidity and Capital Resources  

Liquidity  management  involves  the matching of the cash flow  requirements  of
customers,  either depositors withdrawing funds or funding additional loans, and
the  ability of the Bank to meet those  requirements.  Management  monitors  and
maintains  appropriate  levels of assets and  liabilities so that  maturities of
assets are such that  adequate  funds are  provided to meet  estimated  customer
withdrawals and loan requests.

                                     PAGE 11



<PAGE>


The Bank's liquidity position depends primarily upon the liquidity of its assets
relative  to its need to  respond  to  short-term  demand  for  funds  caused by
withdrawals from deposit accounts and loan funding commitments.  Primary sources
of  liquidity  are  scheduled  payments on its loans and  interest on the Bank's
investments.  The Bank may also utilize its cash and due from banks,  short-term
deposits  with  financial  institutions,   federal  funds  sold  and  investment
securities to meet liquidity requirements.  At September 30, 1997, the Company's
cash and due from banks were approximately $4 million and its federal funds sold
were  approximately  $1.7 million.  All of the above can be converted to cash on
short notice. The sale of investments, which had a market value of approximately
$1.7  million  at  September  30,  1997,  can  also be  used  to meet  liquidity
requirements,  to the extent the investments  are not pledged.  At September 30,
1997, the market value of pledged securities was $3.4 million.

The Bank also has the  ability,  on a short-term  basis,  to borrow and purchase
federal funds from other financial institutions.

The Bank is a member of the  Federal  Home Loan Bank of Atlanta  and as such has
the ability to secure  advances  therefrom,  although the cost of such  advances
exceed lower cost  alternatives  such as deposits from the local community.  The
Bank had advances outstanding of $2,080,000 at September 30, 1997, at an average
rate of 5.75%.

                                     PAGE 12



<PAGE>


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits:

Exhibit No.

     27.1 Financial Data Schedule

(B) Reports on Form 8-K:

The Company did file a report on Form 8-K during the quarter ended September 30,
1997. A change in auditors was requested and approved by the Stockholders of the
Corporation.

                                   SIGNATURES

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

                                                             FNC BANCORP. INC.
                                                            ------------------
                                                                (Registrant)

Date November 14. 1997                                       By/s/ Bob Cation
     -----------------                                      ------------------
                                                            Bob Cation Chairman

                                     PAGE 13
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            9


                        
<MULTIPLIER>                                   1

       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-30-1997

<CASH>                                         3,967,671
<INT-BEARING-DEPOSITS>                         0
<FED-FUNDS-SOLD>                               1,674,000
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    6,985,516
<INVESTMENTS-CARRYING>                         0
<INVESTMENTS-MARKET>                           0
<LOANS>                                        29,583,036
<ALLOWANCE>                                    1,091,601
<TOTAL-ASSETS>                                 44,003,332
<DEPOSITS>                                     37,781,887
<SHORT-TERM>                                   2,080,000
<LIABILITIES-OTHER>                            509,652
<LONG-TERM>                                    500,000
                          0
                                    0
<COMMON>                                       405,710
<OTHER-SE>                                     2,726,083
<TOTAL-LIABILITIES-AND-EQUITY>                 44,003,332
<INTEREST-LOAN>                                1,873,984
<INTEREST-INVEST>                              409,269
<INTEREST-OTHER>                               122,661
<INTEREST-TOTAL>                               2,405,914
<INTEREST-DEPOSIT>                             1,124,496
<INTEREST-EXPENSE>                             1,228,335
<INTEREST-INCOME-NET>                          1,177,579
<LOAN-LOSSES>                                  30,450
<SECURITIES-GAINS>                             900
<EXPENSE-OTHER>                                1,195,035
<INCOME-PRETAX>                                300,213
<INCOME-PRE-EXTRAORDINARY>                     197,729
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   197,729
<EPS-PRIMARY>                                  .49
<EPS-DILUTED>                                  .49
<YIELD-ACTUAL>                                 0
<LOANS-NON>                                    0
<LOANS-PAST>                                   0
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               0
<CHARGE-OFFS>                                  0
<RECOVERIES>                                   0
<ALLOWANCE-CLOSE>                              0
<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0
        


</TABLE>


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