FNC BANCORP INC
10QSB, 1998-08-12
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, 1998
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, 1998 was 411,173 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, 1998
            (Unaudited) and December 31, 1997 .............................. 3

         Consolidated Statements of Income (Unaudited) - Six
            Month Periods Ended June 30, 1998 and 1997 ..................... 4

         Consolidated Statements of Stockholders' Equity (Unaudited) -
            Six Month Periods Ended June 30, 1998 and 1997 ................. 5

         Consolidated Statements of Cash Flows (Unaudited) - Six
            Month Periods Ended June 30, 1998 and 1997 ..................... 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,
                                                                            1998              1997
                                                                         -----------       ----------- 
                          Assets                                         (UNAUDITED)

<S>                                                                      <C>               <C>        
Cash and due from banks ................................................ $ 4,157,878       $ 4,924,600
Federal funds sold .....................................................   2,965,000            34,000
Securities available-for-sale ..........................................   4,746,374         6,499,422

Loans ..................................................................  34,905,367        31,679,747
Less allowance for loan losses .........................................   1,256,968         1,159,173 
                                                                         -----------       -----------   
Loans, net .............................................................  33,648,399        30,520,574

Premises and equipment .................................................   1,635,605         1,655,030
Other assets ...........................................................     967,572         1,169,108
                                                                         -----------       -----------

         Total assets .................................................. $48,120,828       $44,802,734
                                                                         ===========       ===========

                  Liabilities and Stockholders' Equity

Deposits
     Noninterest-bearing demand ........................................ $10,338,313       $ 7,708,349
     Interest-bearing demand ...........................................   7,048,781         6,819,767
     Savings ...........................................................   2,046,203         1,832,359
     Time, $100,000 and over ...........................................   6,809,309         6,116,839
     Other time ........................................................  17,116,884        16,570,685
                                                                         -----------       -----------
         Total deposits ................................................  43,359,490        39,047,999

Notes payable to directors .............................................     500,000           500,000
Federal funds purchased ................................................           0           430,000
Advances from Federal Home Loan Bank ...................................      70,000         1,075,000
Other ..................................................................     570,052           466,537
                                                                         -----------       -----------

         Total liabilities .............................................  44,499,542        41,519,536
                                                                         -----------       -----------

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, 411,173 shares issued and
         Outstanding ...................................................     411,173           405,710
     Capital surplus ...................................................   3,659,708         3,610,541
     Retained deficit ..................................................    (456,795)         (743,019)
     Unrealized gains on available-for-sale securities,
         Net of applicable deferred income taxes .......................       7,200             9,966
                                                                         -----------       -----------

         Total stockholders' equity ....................................   3,621,286         3,283,198
                                                                         -----------       -----------
         Total liabilities and stockholders equity ..................... $48,120,828       $44,802,734
                                                                         ===========       ===========

                                     PAGE 3
<PAGE>


                        FNC BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                     SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (UNAUDITED)
<CAPTION>

                                            THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                 JUNE 30,                          JUNE 30,
                                         1998               1997              1998              1997
                                      ----------         ----------        ----------        ----------
<S>                                   <C>                <C>               <C>               <C>   
Interest income    
     Loans .......................... $  869,774         $  592,188        $1,702,350        $1,187,279
     Taxable securities .............     70,852            149,466           158,564           270,754
     Federal funds sold .............     44,419             56,895            66,255           114,781
                                      ----------         ----------        ----------        ----------
         Total interest income ......    985,045            798,549         1,927,169         1,572,814

Interest expense
     Deposits .......................    406,351            377,412           786,690           767,131
     Federal funds purchased ........          0                521             2,282               521
     Advances from FHLB .............      2,528             19,086            17,776            44,403
     Stockholder loan ...............      9,375              9,416            18,750            18,791
                                       ---------         ----------        ----------        ----------
         Total interest expense .....    418,254            406,435           825,498           830,846

         Net interest income ........    566,791            392,114         1,101,671           741,968
Provision for loan losses ...........          0                  0                 0            30,450
                                       ---------         ----------        ----------        ----------
         Net interest income after
            provision for loan losses    566,791            392,114         1,101,671           711,518
 
Other income
     Service charges on
        deposit accounts ............    108,468             77,774           199,796           159,532
     Insurance commissions ..........      8,051              4,402            11,319             5,406
     Mortgage origination income ....     13,973              1,858            26,980             6,092
     Gain (loss) on sale of securities         0                  0                 0               128
     Other operating income .........     20,650             26,935            35,267            52,495
                                      ----------         ----------        ----------        ----------
         Total other income .........    151,142            110,969           273,362           223,653

Other expenses
     Salaries and employee benefits .    254,047            190,231           491,644           386,482
     Equipment expenses .............     40,546             34,252            71,194            64,568
     Occupancy expenses .............     22,655             24,395            44,802            45,270
     Advertising ....................      7,484             11,620            13,817            19,551
     Data Processing ................     21,946             14,783            45,440            30,318
     Printing and office supplies ...     18,543             10,979            37,912            24,692
     Audit and accounting ...........     27,012             22,629            51,012            41,717
     Other operating income .........     94,825             78,818           185,888           161,954
                                      ----------         ----------         ---------        ----------
         Total other expenses .......    487,058            387,707           941,709           774,552

        Income (loss) before income
         taxes (benefits) ...........    230,875            115,376           433,324           160,619

Income tax expense (benefit) ........     78,399             42,471           147,100            55,984
                                      ----------         ----------         ---------        ----------

         Net income (loss) .......... $  152,476         $   72,905         $ 286,224        $  104,635
                                      ==========         ==========         =========        ==========

Earnings (loss) per common and common
         equivalent share ...........        .37                .18              .70               .26
                                             ===                ===              ===               ===



                                     PAGE 4
<PAGE>


                        FNC BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     SIX MONTHS ENDED JUNE 30, 1998 AND 1997
<CAPTION>

                                                                                    UNREALIZED
                                                                                     GAINS 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, 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
                   =========      ========    ==========         ===========        ==========      ==========
Balance,
December 31, 1997    405,710      $405,710    $3,610,541         $  (743,019)       $    9,966      $3,283,198

Net income (loss)          0             0             0             286,224                 0         286,224

Stock options
 exercised             5,463         5,463        49,167                   0                 0          54,630

Net change in unrealized
   losses on securities
   available-for-sale,
   net of tax              0             0             0                   0            (2,766)         (2,766)
                   ---------     ---------    ----------          ----------         ---------       ----------
                           
Balance,
June 30, 1998
(unaudited)         411,173      $411,173     $3,659,708         $  (456,795)        $   7,200       $3,621,286
                   ========      ========     ==========         ===========         =========       ==========












                                     PAGE 5

<PAGE>

                        FNC BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                 SIX MONTHS ENDED
                                                                                    JUNE 30,
                                                                          1998                     1997
                                                                       ----------              ----------
Operating Activities:
   Net Income (Loss) ................................................  $  286,224              $  104,635
   Adjustments to reconcile net income or loss to net cash
     provided by operating activities:
     Depreciation ...................................................      66,659                  66,765
     Provision for loan losses ......................................           0                  30,450
     Provision for deferred income taxes ............................     157,400                  66,184
     Securities (accretion) amortization ............................      (1,052)                 (8,881)
   Change in assets and liabilities:
     (Increase) Decrease in accrued interest receivable .............      41,091                 222,667
      Increase (Decrease) in accrued interest payable ...............     (12,871)               (148,055)
     (Increase) Decrease in other assets ............................       3,045                (124,457)
     Increase (Decrease) in other liabilities .......................     116,386                  (8,823)
     (Increase) Decrease in income taxes receivable .................           0                 187,615
                                                                       ----------              ----------
   Net cash provided (used) by operating activities .................     656,882                 388,100
                                                                       ----------              ----------

Investing Activities:
     Proceeds from maturity of available-for-sale securities ........   2,251,334               1,750,000
     Purchase of available-for-sale securities ......................    (500,000)             (4,542,848)
     Payments received on mortgage-backed securities ................           0                  23,439
     (Increase) decrease in Federal funds sold ......................  (2,931,000)              6,726,000
     Increase (decrease) in Federal funds purchased .................    (430,000)                      0
    (Increase) decrease in loans, net ...............................  (3,127,825)                560,523
    Purchase of premises and equipment ..............................     (47,234)                (73,926)
                                                                       ----------              ----------
   Net cash provided (used) by operating activities .................  (4,784,725)              4,443,188
                                                                       ----------              ----------

Financing Activities:
     Increase (Decrease) in time deposits ...........................   1,238,669              (2,188,199)
     Increase (Decrease) in other deposits ..........................   3,072,822              (3,543,158)
     Repayment of advances from Federal Home Loan Bank ..............  (1,005,000)             (1,405,000)
     Proceeds from issuance of common stock .........................      54,630                       0
                                                                       ----------              ----------
   Net cash provided (used) by financing activities .................   3,361,121              (7,136,357)
                                                                       ----------              ----------

Net increase (decrease) in cash and cash equivalents ................    (766,722)             (2,305,069)

Cash and Cash Equivalents at Beginning of Year ......................   4,924,600               4,917,622
                                                                       ----------              ----------

Cash and Cash Equivalents at End of Year ............................  $4,157,878              $2,612,553
                                                                       ==========              ==========

Supplemental Disclosures of Cash Flow Information Cash paid (received)during the
year for:
   Interest                                                              $838,369                $978,901
                                                                            
   Income taxes                                                                 0                (187,615)
                                                                                              
Schedule of Non-Cash Investing and Financing Activities
Total increase (decrease) in unrealized (losses) gains on
   Securities available-for-sale                                           (2,766)                  7,638
                                                                                

                                     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, 1998 are not necessarily indicative of
the results  that may be expected for the year ending  December  31,  1998.  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, 1997.



































                                     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  $286,224  for the six  months  ended June 30,  1998  compared  to
$104,635  for the six months  ended June 30,  1997.  Net  interest  income after
provision for loan losses was  $1,101,671  and $711,518 for the six months ended
June 30, 1998 and 1997,  respectively.  The provision for loan losses was $0 and
$30,450  for  the six  months  ended  June  30,  1998  and  1997,  respectively.
Non-interest  income totaled $273,362 and $223,653 for the six months ended June
30, 1998 and 1997,  respectively.  Non-interest  expenses  totaled  $941,709 and
$774,552 for the six months ended June 30, 1998 and 1997, respectively.

The following table  summarizes the results of operations of the Company for the
six month period ended June 30, 1998 and 1997.

                                                                          SIX MONTHS ENDED
                                                                              JUNE 30,
                                                                        1998            1997
                                                                       ------          -----
                                                                            (IN THOUSANDS)

<S>                                                                    <C>             <C>   
Interest income .....................................................  $1,927          $1,572
Interest expense ....................................................    (825)          ( 830)
                                                                       ------          ------
Net interest income .................................................   1,102             742
Provision for loan losses ...........................................      (0)            (30)
Noninterest income ..................................................     273             224
Noninterest expense .................................................    (942)           (775)
                                                                       ------          ------
Income (loss) before taxes ..........................................     433             161
Income (taxes) benefit ..............................................    (147)            (56)
                                                                       ------          ------
Net income (loss) ...................................................  $  286          $  105
                                                                       ======          ======


Interest Income

Total interest income increased  approximately $360,000 for the six months ended
June 30, 1998 compared to the six months ended June 30, 1997.

This  increase was from the effect of a increase in the average  loan  portfolio
balance from approximately  $25.4 million for the six months ended June 30, 1997
to  approximately  $33.1  million for the six months  ended June 30,  1998.  The
effect of this change  increased  interest  income earned on the loan  portfolio
from  approximately  $1,187,000  for the  six  months  ended  June  30,  1997 to
approximately  $1,702,000  for the three months ended June 30, 1998, an increase
of $515,000.

Interest earned on taxable  investment  securities  decreased from approximately
$271,000  for the six months ended June 30, 1997 to  approximately  $159,000 for
the six months ended June 30, 1998,  a decrease of $112,000.  This  decrease was
from the  effect of a  decrease  in the  average  taxable  investment  portfolio
balance from  approximately  $8.4 million for the six months ended June 30, 1997
to approximately $4.8 million for the six months ended June 30, 1998.




                                     PAGE 8

<PAGE>




Interest earned on federal funds sold decreased from approximately  $115,000 for
the six months ended June 30, 1997 to  approximately  $66,000 for the six months
ended June 30, 1998, a decrease of $49,000. This decrease was from the effect of
a decrease in the average  federal  funds sold balance from  approximately  $4.2
million for the six months ended June 30, 1997 to approximately $2.5 million for
the six months ended June 30, 1998.

Interest Expense

Total interest expense decreased  approximately  $5,000 for the six months ended
June 30, 1998  compared to the six months ended June 30, 1997.  This decrease is
attributed to the factors explained in the following information.

This  decrease  was  the  effect  of a  decrease  in the  average  rate  paid on
interest-bearing  deposits  from 4.99% for the six months ended June 30, 1997 to
4.86%  for  the  six  months   ended  June  30,   1998.   Interest   expense  on
interest-bearing  deposits  increased  from  approximately  $768,000 for the six
months  ended June 30, 1997 to  approximately  $789,000 for the six months ended
June 30, 1998, a increase of $21,000.

At June 30,  1998,  the Bank had  advances  from the  Federal  Home Loan Bank of
$70,000 at an  average  rate of 6.99%.  Interest  expense  incurred  for the six
months  ended June 30, 1998  totaled  approximately  $18,000  and  approximately
$44,000 for the six months ended June 30, 1997.

The Company also had interest  expense during the six months ended June 30, 1998
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 six month periods ended June 30, 1998 and 1997.
                                                              SIX MONTHS ENDED
                                                                    JUNE 30,
                                                            1998             1997
                                                            ----             ----
<S>                                                         <C>              <C> 
Service charges on deposit accounts ....................... $200             $160
Insurance Commissions .....................................   11                5
Mortgage origination income ...............................   27                6
Gain (loss) on sale of securities .........................    0                0
Other operating income ....................................   35               53
                                                            ----             ----

         Total noninterest income ......................... $273             $224
                                                            ====             ====









                                     PAGE 9


<PAGE>


Service  charges on deposit  accounts  for the six months ended June 30, 1998 as
compared to the six months ended June 30, 1997, increased approximately $40,000.
This  increase was related  primarily to a increase in NSF fees and  transaction
deposit account  activity.  All other income totaled  approximately  $73,000 and
$64,000 for the six months ended June 30, 1998 and 1997, respectively.

Noninterest Expenses

The following  table presents the principal  components of noninterest  expenses
for the six month periods ended June 30, 1998 and 1997.

                                                           SIX MONTHS ENDED
                                                                JUNE 30,
                                                          1998             1997
                                                          ----             ----
<S>                                                       <C>              <C> 
Salaries and employee benefits .......................... $492             $386
Equipment expenses ......................................   71               65
Occupancy expenses ......................................   45               45
Advertising .............................................   14               20
Data processing .........................................   45               30
Printing and office supplies ............................   38               25
Audit and accounting ....................................   51               42
Other operating expenses ................................  186              162
                                                          ----             ----

         Total noninterest expense ...................... $942             $775
                                                          ====             ====

Noninterest  expenses  for the six months ended June 30, 1998 as compared to the
six months ended June 30, 1997, increased approximately  $167,000.  Salaries and
employee benefits increased approximately $106,000 for the six months ended June
30,  1998 as  compared  to the six months  ended  June  30,1997.  This  increase
reflects  increases in the number of employees,  in wage levels, and in the cost
of employee benefits. All other expenses increased approximately $61,000 for the
six months  ended June 30, 1998  compared to the six months ended June 30, 1997.
This  increase is  primarily  attributable  to an  increase  in data  processing
expenses,  printing and office supplies,  and audit and accounting expense which
together accounted for over $37,000 of the increase.

Provision for Loan Losses

The  provision  for loan  losses for the six months  ended June 30,  1998 was $0
compared to  approximately  $30,000 for the six months ended June 30, 1997.  The
balance  of  the  allowance  for  loan  losses  was   approximately   $1,257,000
(approximately  3.60% of outstanding  loans) at June 30, 1998 and  approximately
$1,130,000  (approximately  4.3% of outstanding  loans) at June 30, 1997. Actual
loan  charge-offs  net of recoveries  were  approximately  ($98,000) for the six
months ended June 30, 1998 and  approximately  $421,000 for the six months ended
June 30, 1997.  Non-accrual loans were approximately  $578,000 at June 30, 1998.
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".

                                     PAGE 10

<PAGE>


Income Taxes

The  provision for income taxes  reflected an effective  rate of 34% for the six
months  ended  June 30,  1998.  A tax  credit was  accrued  for the year  ending
December  31,  1996 based upon the loss  incurred  of  approximately  $1,737,000
before taxes.

Financial Condition

The company including its subsidiary bank, reported consolidated total assets of
approximately  $48 million at June 30, 1998 and  approximately  $44.8 million at
December 31,  1997.  Representing  an increase of  approximately  $3.5  million.
During the six months ended June 30, 1998, cash and due from banks decreased $.8
million,  operations generated $.6 million,  deposits increased by $4.3 million,
available-for-sale  securities decreased $1.8 million, providing $7.5 million of
funds available which were used to increase  Federal funds sold by $2.9 million,
reduce Federal funds sold $.4 million,  reduce FHLB borrowings by $1 million and
increase loans by $3.2 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-off's
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 a bank president who has been at the bank for more than a year now.

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, 1998, a comparison of the minimum required, and actual capital ratios are as
follows:

                                                                                        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, 1998
Total Capital
(to Risk Weighted Assets) ... $4,461          13.42%       $2,660            8%    $3,325             10%
Tier 1 Capital
(to Risk Weighted Assets) ... $4,035          12.13%       $1,330            4%    $1,995              6%
Tier 1 Capital
(to Average Assets) ......... $4,035           8.39%       $1,925            4%    $2,406              5%
</TABLE>

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, 1998, the Company's cash
and due from banks were  approximately  $4.2 million and its federal  funds sold
were  approximately  $3 million.  All of the above can be  converted  to cash on
short notice. The sale of investments, which had a market value of approximately
$4.8 million at June 30, 1998, can also be used to meet liquidity  requirements,
to the extent the  investments  are not pledged.  At June 30,  1998,  the market
value of pledged securities was $3.6 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 $70,000 at June 30, 1998, at an average rate of
6.99%.


































                                     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, 1998.



                                            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 12, 1998                                 By/s/ Bob Cation
     ---------------                                 ----------------

                                                         Bob Cation
                                                          Chairman

                                     PAGE 13

<TABLE> <S> <C>

<ARTICLE>                                                                      9
<MULTIPLIER>                                                                   1
       
<S>                                                                             <C>
<PERIOD-TYPE>                                                                   3-MOS
<FISCAL-YEAR-END>                                                               DEC-31-1998
<PERIOD-START>                                                                  JAN-01-1998
<PERIOD-END>                                                                    JUN-30-1998
<CASH>                                                                            4,157,878
<INT-BEARING-DEPOSITS>                                                                    0
<FED-FUNDS-SOLD>                                                                  2,965,000
<TRADING-ASSETS>                                                                          0
<INVESTMENTS-HELD-FOR-SALE>                                                       4,746,374
<INVESTMENTS-CARRYING>                                                                    0
<INVESTMENTS-MARKET>                                                                      0
<LOANS>                                                                          34,905,367
<ALLOWANCE>                                                                       1,256,968
<TOTAL-ASSETS>                                                                   48,120,828
<DEPOSITS>                                                                       43,359,490
<SHORT-TERM>                                                                         70,000
<LIABILITIES-OTHER>                                                                 570,052
<LONG-TERM>                                                                         500,000
<COMMON>                                                                            411,173
                                                                     0
                                                                               0
<OTHER-SE>                                                                        3,210,113
<TOTAL-LIABILITIES-AND-EQUITY>                                                   48,120,828
<INTEREST-LOAN>                                                                   1,702,350
<INTEREST-INVEST>                                                                   158,564
<INTEREST-OTHER>                                                                     66,255
<INTEREST-TOTAL>                                                                  1,927,169
<INTEREST-DEPOSIT>                                                                  786,690
<INTEREST-EXPENSE>                                                                  825,498
<INTEREST-INCOME-NET>                                                             1,101,671
<LOAN-LOSSES>                                                                             0
<SECURITIES-GAINS>                                                                        0
<EXPENSE-OTHER>                                                                     941,709
<INCOME-PRETAX>                                                                     433,324
<INCOME-PRE-EXTRAORDINARY>                                                          286,224
<EXTRAORDINARY>                                                                           0
<CHANGES>                                                                                 0
<NET-INCOME>                                                                        286,224
<EPS-PRIMARY>                                                                           .70
<EPS-DILUTED>                                                                           .70
<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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