FNC BANCORP INC
10QSB, 1997-08-15
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 June 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 June
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 - June 30, 1997
            (Unauditied) and December 31, 1996 ............................................3

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

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

         Consolidated Statements of Cash Flows (Unaudited) - Six
            Month Periods Ended June 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>
                                                                          JUNE 30,       DECEMBER 31,
                                                                            1997             1996
                  Assets                                                (UNAUDITED)
<S>                                                                    <C>              <C> 
Cash and due from banks ...............................................$   2,612,553    $   4,917,622
Federal funds sold ....................................................      523,000        7,249,000
Securities available-for-sale .........................................   10,612,457        7,829,126

Loans .................................................................   26,364,052       27,345,643
Less allowance for loan losses ........................................    1,129,767        1,520,385
                                                                       -------------     ------------
         Loans, net ...................................................   25,234,285       25,825,258

Premises and equipment ................................................    1,689,242        1,682,081
Other assets ..........................................................    1,330,114        1,615,939
                                                                       -------------    -------------

         Total assets .................................................$  42,001,651    $  49,119,026
                                                                       =============    =============

                  Liabilities and Stockholders' Equity

Deposits
     Noninterest-bearing demand .......................................$   7,839,974    $   9,409,021
     Interest-bearing demand ..........................................    5,369,122        7,253,382
     Savings ..........................................................    1,688,700        1,778,551
     Time, $100,000 and over ..........................................    5,121,569        5,381,660
     Other time .......................................................   16,793,879       18,721,987
                                                                       -------------    -------------
         Total deposits ...............................................   36,813,244       42,544,601

Notes payable to directors ............................................      500,000          500,000
Advances from Federal Home Loan Bank ..................................    1,080,000        2,485,000
Other .................................................................      565,159          655,853
                                                                       -------------    -------------

         Total liabilities ............................................   38,958,403       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 .................................................     (979,694)      (1,084,329)
     Unrealized gains on available-for-sale securities,
         Net of applicable deferred income taxes ......................        6,691            1,650
                                                                       -------------     ------------

         Total stockholders' equity ...................................    3,043,248        2,933,572
                                                                       -------------     ------------
         Total liabilities and stockholders equity ....................$  42,001,651     $ 49,119,026
                                                                       =============     ============


                                     PAGE 3
<PAGE>


                        FNC BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                SIX AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (UNAUDITED)
<CAPTION>
                                            THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                 JUNE 30,                           JUNE 30,
                                          1997              1996              1997           1996
                                       ---------         ---------         ----------     ----------
<S>                                     <C>              <C>               <C>            <C>   
Interest income
     Loans ............................$ 596,590         $ 827,146         $1,192,685     $1,654,103
     Taxable securities ...............  149,466            70,134            270,754        136,742
     Federal funds sold ...............   56,895            74,851            114,781        129,599
                                       ---------         ---------         ----------     ----------
         Total interest income ........  802,951           972,131          1,578,220      1,920,444

Interest expense
     Deposits .........................  377,412           458,059            767,131        924,718
     Federal funds purchased ..........      521                 0                521              0
     Advances from FHLB ...............   19,086            35,769             44,403         64,652
     Stockholder loan .................    9,416                 0             18,791              0
                                       ---------         ---------         ----------     ----------
         Total interest expense .......  406,435           493,828            830,846        989,370

         Net interest income ..........  396,516           478,303            747,374        931,074
Provision for loan losses .............        0         1,171,185             30,450      1,344,315
                                       ---------         ---------         ----------      ---------
         Net interest income after
            provision for loan losses .  396,516          (692,882)           716,924       (413,241)

Other income
     Service charges on
        deposit accounts ..............   77,774            94,206            159,532        179,660
     Mortgage origination income ......    1,858             5,263              6,092          9,592
     Gain (loss) on sale of securities         0                 0                128              0
     Other operating income ...........   26,935            20,731             52,495         43,093
                                       ---------         --------           ---------       --------
         Total other income ...........  106,567          120,200             218,247        232,345

Other expenses
     Salaries and employee benefits ...  190,231          246,417             386,482        434,392
     Equipment expenses ...............   34,252           24,613              64,568         48,176
     Occupancy expenses ...............   24,395           25,979              45,270         52,741
     Advertising ......................   11,620            7,763              19,551         15,348
     Data Processing ..................   14,783           15,326              30,318         32,956
     Printing and office supplies .....   10,979           20,163              24,692         33,156
     Amortization .....................        0            5,592                   0         11,184
     Other operating income ...........  101,447           82,424             203,671        162,054
                                       ---------        ---------          ----------      ---------
         Total other expenses .........  387,707          428,277             774,552        790,007

        Income (loss) before income
         taxes (benefits) .............  115,376       (1,000,959)            160,619       (970,903)

Income tax expense (benefit) ..........   42,471         (338,929)             55,984       (329,289)
                                       ---------       -----------         ----------      ---------

         Net income (loss) ............$  72,905      $  (662,030)         $  104,635      $(641,614)
                                       =========      ===========          ==========      =========

Earnings (loss) per common and common
         equivalent share .............     0.18            (1.42)               0.26          (1.37)
                                       =========      ===========          ==========       ========

                                     PAGE 4
<PAGE>


                        FNC BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     SIX MONTHS ENDED JUNE 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        (641,614)           0         (641,614)

Net change in unrealized
   losses on securities
   available-for-sale,
   net of tax .......        0              0               0               0      (15,670)         (15,670)
                     ---------      ---------      ----------     -----------   ----------       ---------- 
Balance,
June 30, 1996
(unaudited) .........$ 405,710      $ 405,710      $3,610,541     $  (579,611)  $  (16,537)      $3,420,103
                     =========      =========      ==========     ===========   ==========       ==========

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         104,635            0          104,635

Net change in unrealized
   losses on securities
   available-for-sale,
   net of tax .......        0              0               0               0        5,041            5,041
                     ---------      ---------      ----------     -----------   ----------       ----------

Balance,
June 30, 1997
(unaudited) .........$ 405,710      $ 405,710      $3,610,541     $  (979,694)  $    6,691       $3,043,248
                     =========      =========      ==========     ===========   ==========       ==========















                                     PAGE 5
<PAGE>


                        FNC BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>
                                                                               SIX MONTHS ENDED
                                                                                    JUNE 30,
                                                                             1997             1996
<S>                                                                      <C>              <C>  
Cash Flows From Operating Activities:
   Net Income (Loss) ....................................................$    104,635     $  (641,614)
   Adjustments to reconcile net income or loss to net cash
     provided by operating activities:
     Depreciation .......................................................      66,765          50,171
     Amortization .......................................................           0          11,184
     Deferred income taxes (benefit) ....................................      66,184        (330,008)
     Provision for loan losses ..........................................      30,450       1,344,315
     Securities (accretion) amortization ................................      (8,881)        (25,171)
   Change in assets and liabilities:
     (Increase) Decrease in accrued interest receivable .................     222,667        (120,172)
      Increase (Decrease) in accrued interest payable ...................    (148,055)       (105,573)
     (Increase) Decrease in other assets ................................    (124,457)       (105,166)
     Increase (Decrease) in other liabilities ...........................      (8,823)         46,420
     (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 .....................      388,100         69,191
                                                                         -------------     ----------

Cash Flows From Investing Activities:
     Capital expenditures ...............................................      (73,926)       (20,819)
     Net (increase) decrease in loans ...................................      560,523       (528,645)
     Proceeds from maturity of available-for-sale securities ............    1,750,000      3,490,000
     Purchase of available-for-sale securities ..........................   (4,542,848)    (3,185,792)
     Payments received on mortgage-backed securities ....................       23,439         37,003
                                                                         -------------     ----------
   Net cash provided (used) by operating activities .....................   (2,282,812)      (208,253)
                                                                         -------------     ----------

Cash Flows From Investing Activities:
     Increase (Decrease) in time deposits ...............................   (2,188,199)        (19,011)
     Increase (Decrease) in other deposits ..............................   (3,543,158)     (3,252,566)
     Proceeds from advances from Federal Home Loan Bank .................            0       2,000,000
     Repayment of advances from Federal Home Loan Bank ..................   (1,405,000)        (55,000)
                                                                          ------------      ----------
   Net cash provided (used) by financing activities .....................   (7,136,357)     (1,326,577)
                                                                          ------------      ----------

Net increase (decrease) in cash and cash equivalents ....................   (9,031,069)     (1,465,639)

Cash and Cash Equivalents at Beginning of Year ..........................   12,166,622       11,254,011
                                                                          ------------      -----------

Cash and Cash Equivalents at End of Year ................................ $  3,135,553      $ 9,788,372
                                                                          ============      ===========

Supplemental Disclosures of Cash Flow Information Cash paid (received)during the
year for:
   Interest .............................................................      978,901        1,094,943
                                                                                     
   Income taxes .........................................................     (187,615)          99,435
                                                                                         
Schedule of Non-Cash Investing and Financing Activities
Total increase (decrease) in unrealized (losses) gains on
   Securities available-for-sale ........................................        7,638           23,742
                                                                                  
                                     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 six months ended June 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  $104,635  for the six  months  ended June 30,  1997  compared  to
($641,614)  loss for the six months  ended June 30, 1996.  Net  interest  income
after  provision for loan losses was $716,924 and  ($413,241) for the six months
ended June 30, 1997 and 1996,  respectively.  The  provision for loan losses was
$30,450  and  $1,344,315  for the six  months  ended  June 30,  1997  and  1996,
respectively.  Non-interest  income  totaled  $218,247  and $232,345 for the six
months ended June 30, 1997 and 1996, respectively. Non-interest expenses totaled
$774,552  and  $790,007  for the six  months  ended  June  30,  1997  and  1996,
respectively.

The following table  summarizes the results of operations of the Company for the
six month periods ended June 30, 1997 and 1996.
<CAPTION>
                                                      SIX MONTHS ENDED
                                                           JUNE 30,
                                                    1997             1996
                                                        (IN THOUSANDS)
<S>                                              <C>              <C>      
Interest income ................................ $   1,578        $   1,920
Interest expense ...............................      (831)            (989)
                                                 ---------        ---------
Net interest income ............................       747              931
Provision for loan losses ......................       (30)          (1,344)
Noninterest income .............................       218              232
Noninterest expense ............................      (775)            (790)
                                                 ---------        ---------
Income (loss) before taxes .....................       161             (971)
Income (taxes) benefit .........................       (56)             329
                                                 ---------        ---------
Net income (loss) .............................. $     105        $    (641)
                                                 =========        =========

Interest Income

Total interest income decreased  approximately $342,000 for the six months ended
June 30, 1997 compared to the six months ended June 30, 1996.

This  decrease was from the effect of a decrease in the average  loan  portfolio
balance from approximately  $32.5 million for the six months ended June 30, 1996
to  approximately  $25.3  million for the six months  ended June 30,  1997.  The
effect of this change decreased the interest income earned on the loan portfolio
from  approximately  $1,654,000  for the  six  months  ended  June  30,  1996 to
approximately  $1,193,000  for the six months ended June 30, 1997, a decrease of
$461,000.  Interest  income on the loan portfolio  decreased from  approximately
$827,000 for the quarter ended June 30, 1996 to  approximately  $597,000 for the
quarter ended June 30, 1997, a decrease of $230,000.

Interest earned on taxable  investment  securities  increased from approximately
$137,000  for the six months ended June 30, 1996 to  approximately  $271,000 for
the six months ended June 30, 1997,  an increase of $134,000.  This increase was
the combined effect of an increase in the average taxable  investment  portfolio
balance from  approximately  $4.8 million for the six months ended June 30, 1996
to  approximately  $8.8  million  for the six months  ended June 30, 1997 and an
increase  in the  average  rate  earned  on the  taxable  investment  securities
portfolio from 5.64% for the six months ended June 30, 1996 to 6.14% for the six
months ended June 30, 1997. Interest income on the taxable investment  portfolio
increased  from  approximately  $70,000 for the  quarter  ended June 30, 1996 to
approximately  $149,000  for the  quarter  ended June 30,  1997,  an increase of
$79,000.

                                     PAGE 8

<PAGE>
Interest earned on federal funds sold decreased from approximately  $130,000 for
the six months ended June 30, 1996 to approximately  $115,000 for the six months
ended June 30, 1997, a decrease of $15,000.  This decrease was the net effect of
a decrease in the average  federal  funds sold balance from  approximately  $5.2
million for the six months ended June 30, 1996 to approximately $4.2 million for
the six months  ended June 30,  1997 and an  increase  in the rate earned on the
federal  funds  sold  from  4.80%  for the six  months  ended  June 30,  1996 to
approximately  5.46% for the six months ended June 30, 1997.  Interest income on
federal funds sold  decreased from  approximately  $75,000 for the quarter ended
June 30, 1996 to  approximately  $57,000 for the quarter  ended June 30, 1997, a
decrease of $18,000.

Interest Expense

Total interest expense decreased approximately $158,000 for the six months ended
June 30, 1997  compared to the six months ended June 30, 1996.  This decrease is
attributed to the factors explained in the folllowing information.

This  decrease was the combined  effect of a decrease in the average  balance of
interest-bearing  deposits from  approximately  $35.3 million for the six months
ended June 30,  1996 to  approximately  $30.8 for the six months  ended June 30,
1997 and a decrease in the average rate paid on  interest-bearing  deposits from
5.24% for the six months  ended June 30, 1996 to 4.98% for the six months  ended
June 30, 1997.  Interest  expense on  interest-bearing  deposits  decreased from
approximately  $458,000  for the quarter  ended June 30,  1996 to  approximately
$377,000 for the quarter ended June 30, 1997, a decrease of $81,000.

At June 30, 1997, that Bank had outstanding  advances from the Federal Home Loan
Bank of $1,080,000 at an average rate of 5.52%.  Interest  expense  incurred for
the  six  months  ended  June  30,  1997  totaled   approximately   $44,000  and
approximately $65,000 for the six months ended June 30, 1996.

The Company also had interest  expense during the six months ended June 30, 1997
of  approximately  $19,000  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 six month periods ended June 30, 1997 and 1996.
<CAPTION>
                                                 THREE MONTHS ENDED               SIX MONTHS ENDED
                                                      JUNE 30,                          JUNE 30,
                                               1997              1996              1997             1996
                                            ---------         ---------         --------         -------
<S>                                         <C>               <C>               <C>              <C>    
Service charges on deposit accounts ........$     78          $      92         $    159         $   180
Mortgage origination income ................       2                  6                6               9
Other operating income .....................      27                 22               53              43
                                            --------          ---------         --------         -------
         Total noninterest income ..........$    107          $     120         $    218         $   232
                                            ========          =========         ========         =======

Service  charges on deposit  accounts  for the six months ended June 30, 1997 as
compared to the six months ended June 30, 1996, decreased approximately $14,000.
This  decrease was related  primarily to a decrease in NSF fees and  transaction
deposit account  activity.  All other income totaled  approximately  $53,000 and
$43,000 for the six months ended June 30, 1997 and 1996, respectively.


                                     PAGE 9

<PAGE>
Noninterest Expenses

The following  table presents the principal  components of noninterest  expenses
for the three and six month periods ended June 30, 1997 and 1996.
<CAPTION>
                                             THREE MONTHS ENDED             SIX MONTHS ENDED
                                                  JUNE 30,                      JUNE 30,
                                             1997           1996           1997           1996
                                            ------         ------         ------         ------
<S>                                         <C>            <C>            <C>            <C>   
Salaries and employee benefits .............$  190         $  246         $  386         $  435
Equipment expenses .........................    34             25             65             48
Occupancy expenses .........................    24             26             45             53
Advertising ................................    12              8             20             15
Data processing ............................    15             15             30             33
Printing and office supplies ...............    11             20             25             33
Amortization ...............................     0              6              0             11
Other operating expenses ...................   102             82            204            162
                                            ------        -------         ------         ------

         Total noninterest expense .........$  388        $   428         $  775         $  790
                                            ======        =======         ======         ======             

Noninterest  expenses  for the six months ended June 30, 1997 as compared to the
six months ended June 30, 1996, decreased  approximately  $15,000.  Salaries and
employee benefits decreased  approximately $49,000 for the six months ended June
30,  1997 as  compared  to the six months  ended  June  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 $42,000 for the
six months  ended June 30, 1997  compared to the six months ended June 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 six  months  ended  June 30,  1997 was
approximately  $30,000 compared to  approximately  $1,344,000 for the six months
ended  June  30,  1996.  The  balance  of the  allowance  for  loan  losses  was
approximately  $1,130,000  (approximately 4.3% of outstanding loans) at June 30,
1997 and approximately  $1,501,000  (approximately 4.7% of outstanding loans) at
June 30, 1996.  Actual loan  charge-offs  net of recoveries  were  approximately
$421,000 for the six months ended June 30, 1997 and  approximately  $229,000 for
the six  months  ended  June 30,  1996.  Non-accrual  loans  were  approximately
$1,459,000  at June 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  collectibility  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".

Income Taxes

The  provision for income taxes  reflected an effective  rate of 34% for the six
months  ended June 30,  1997.  A tax credit was accrued for the six months ended
June 30, 1996 based upon the loss  incurred  of  approximately  $971,000  before
taxes.

                                     PAGE 10

<PAGE>


Financial Condition

The company including its subsidiary bank, reported consolidated total assets of
approximately  $42 million at June 30, 1997 and  approximately  $49.1 million at
December 31, 1996. Representing a decrease of approximately $7.1 million. During
the six months  ended June 30,  1997,  cash and due from  banks  decreased  $2.3
million, operations generated $.4 million, loans decreased by $.6 million, while
federal  funds sold  decreased  by $6.7 million  providing  $10 million of funds
available  which were used to reduce  deposits by $5.8 million,  reduce  Federal
Home Loan Bank  advances  by $1.4  million,  and  increase  investments  by $2.8
million.

The  reduction in total  assets of  approximately  $7.2  million  during the six
months ended June 30, 1997,  included  the  reduction in loans of  approximately
$.6.  The  reduction in loans was due to the  charge-off  of  approximately  $.5
million  during the six months ended June 30, 1997 and the overall  reduction in
the loan portfolio resulting from payments and the strengthening of underwriting
standards and  procedures  commenced in 1996.  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-off's of approximately $1.4 million,
many due to  bankruptcies.  Additionally,  the  reduction  in assets was 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  its  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 June
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) ....$3,709          12.98%    $2,284         8%       $2,857          10%
Tier 1 Capital
(to Risk Weighted Assets) ....$3,352          11.73%    $1,142         4%       $1,714           6%
Tier 1 Capital
(to Average Assets) ......... $3,352           8.00%    $1,676         4%       $2,096           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 June 30, 1997, the Company's cash
and due from banks were  approximately  $2.6 million and its federal  funds sold
were  approximately  $.5  million.  All of the above can be converted to cash on
short notice.  The sale of investments which had a market value of approximately
$10.6 million at June 30, 1997 can also be used to meet  liquidity  requirements
to the extent the  investments  are not pledged.  At June 30,  1997,  the market
value of pledged securities was $4.0 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 $1,080,000 at June 30, 1997, at an average rate
of 5.52%.




                                     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 not file any reports on Form 8-K during the quarter  ended
     June 30, 1997.



                                            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.

                                                          FNC BANCORP, INC.
                                                            (Registrant)


Date August 14, 1997                                      By/s/ Bob Cation

                                                             Bob Cation
                                                              Chairman


                                     PAGE 13

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     9
<MULTIPLIER>                  1
<S>                                                                             <C>
<PERIOD-TYPE>                                                                   6-MOS
<FISCAL-YEAR-END>                                                               DEC-31-1997
<PERIOD-START>                                                                  JAN-01-1997
<PERIOD-END>                                                                    JUN-30-1997
<CASH>                                                                            2,612,553
<INT-BEARING-DEPOSITS>                                                                    0
<FED-FUNDS-SOLD>                                                                    523,000
<TRADING-ASSETS>                                                                          0
<INVESTMENTS-HELD-FOR-SALE>                                                      10,612,457
<INVESTMENTS-CARRYING>                                                                    0
<INVESTMENTS-MARKET>                                                                      0
<LOANS>                                                                          26,364,052
<ALLOWANCE>                                                                       1,129,767
<TOTAL-ASSETS>                                                                   42,001,651
<DEPOSITS>                                                                       36,813,244
<SHORT-TERM>                                                                              0
<LIABILITIES-OTHER>                                                                 565,159
<LONG-TERM>                                                                       1,580,000
                                                                     0
                                                                               0                               
<COMMON>                                                                            405,710                                        
<OTHER-SE>                                                                        2,637,538
<TOTAL-LIABILITIES-AND-EQUITY>                                                   42,001,651
<INTEREST-LOAN>                                                                   1,195,685
<INTEREST-INVEST>                                                                   270,754
<INTEREST-OTHER>                                                                    114,781
<INTEREST-TOTAL>                                                                  1,578,220
<INTEREST-DEPOSIT>                                                                  767,131
<INTEREST-EXPENSE>                                                                  830,846
<INTEREST-INCOME-NET>                                                               747,374
<LOAN-LOSSES>                                                                        30,450
<SECURITIES-GAINS>                                                                       128
<EXPENSE-OTHER>                                                                     773,552
<INCOME-PRETAX>                                                                     160,619
<INCOME-PRE-EXTRAORDINARY>                                                          104,635
<EXTRAORDINARY>                                                                           0
<CHANGES>                                                                                 0
<NET-INCOME>                                                                        104,635
<EPS-PRIMARY>                                                                           .26
<EPS-DILUTED>                                                                            .26
<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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