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EX-32 - EXHIBIT 32 - FNB BANCORP/CA/ex_32.htm
EX-31.1 - EXHIBIT 31.1 - FNB BANCORP/CA/ex31_1.htm
EX-31.2 - EXHIBIT 31.2 - FNB BANCORP/CA/ex31_2.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

Quarterly Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2011

FNB BANCORP
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation)

000-49693
 
91-2115369
(Commission File Number)
 
(IRS Employer Identification No.)
     
975 El Camino Real, South San Francisco, California
 
94080
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (650) 588-6800

Indicate by check mark whether the registrant (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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
 
Accelerated filer o
     
Non-accelerated filer x
 
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock as of May12, 2011: 3,341,994 shares.
 
 
 

 
 
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.
 
FNB BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
   
March 31,
   
December 31,
 
(Dollar amounts in thousands)
 
2011
   
2010
 
             
ASSETS
 
Cash and due from banks
  $ 49,326     $ 60,874  
Securities available-for-sale, at fair value
    131,861       126,189  
Loans, net of allowance for loan losses of $9,784 and $9,524 on March 31, 2011 and December 31, 2010, respectively
    463,745       474,828  
Bank premises, equipment, and leasehold improvements, net
    13,535       13,535  
Other real estate owned
    5,612       6,680  
Goodwill
    1,841       1,841  
Accrued interest receivable and other assets
    30,670       30,692  
Total assets
  $ 696,590     $ 714,639  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
   
Deposits
               
Demand, noninterest bearing
  $ 134,446     $ 137,237  
Demand, interest bearing
    54,950       60,413  
Savings and money market
    306,330       305,390  
Time
    113,716       125,400  
Total deposits
    609,442       628,440  
                 
Accrued expenses and other liabilities
    5,395       5,275  
Total liabilities
    614,837       633,715  
                 
Stockholders’ equity:
               
Preferred stock series A - no par value, authorized and outstanding 12,000 shares, issued on February 27, 2009 (liquidation preference of $1,000 per share plus accrued dividends)
    11,801       11,747  
Preferred stock series B - no par value, authorized and outstanding 600 shares, issued on February 27, 2009 (liquidation preference of $1,000 per share plus accrued dividends)
    612       615  
Common stock, no par value, authorized 10,000,000 shares; issued and outstanding 3,341,994 shares at March 31, 2011 and December 31, 2010
    46,638       46,565  
Retained earnings
    22,182       21,760  
Accumulated other comprehensive income
    520       237  
Total stockholders’ equity
    81,753       80,924  
Total liabilities and stockholders’ equity
  $ 696,590     $ 714,639  

See accompanying notes to consolidated financial statements.

 
2

 

FNB BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

   
Three months ended
 
   
March 31,
 
(Dollar amounts in thousands, except per share amounts)
 
2011
   
2010
 
Interest income:
           
Interest and fees on loans
  $ 7,438     $ 7,982  
Interest on taxable securities
    404       437  
Interest on tax-exempt securities
    377       241  
Total interest income
    8,219       8,660  
Interest expense:
               
Deposits
    884       1,440  
FHLB advances
          260  
Total interest expense
    884       1,700  
Net interest income
    7,335       6,960  
Provision for loan losses
    450       250  
Net interest income after provision for loan losses
    6,885       6,710  
Noninterest income:
               
Service charges
    697       685  
Credit card fees
    150       152  
Gain on sale of available-for-sale securities
    22       108  
Other income
    144       131  
Total noninterest income
    1,013       1,076  
Noninterest expense:
               
Salaries and employee benefits
    3,486       3,502  
Occupancy expense
    556       512  
Equipment expense
    408       512  
Professional fees
    364       260  
FDIC assessment
    375       259  
Telephone, postage and supplies
    313       278  
Operating losses
    224       9  
Other real estate owned expense
    188       198  
Bankcard expenses
    136       139  
Gain on sale of other real estate owned
    (91 )     (24 )
Loss on impairment of other real estate owned
          161  
Other expense
    789       708  
Total noninterest expense
    6,748       6,514  
Earnings before income tax expense
    1,150       1,272  
Income tax expense
    347       268  
Net earnings
    803       1,004  
Dividends and discount accretion on preferred stock
    (214 )     (212 )
Net earnings available to common stockholders
  $ 589     $ 792  
                 
Earnings per share data:
               
Basic
  $ 0.18     $ 0.24  
Diluted
  $ 0.18     $ 0.24  
                 
Weighted average shares outstanding:
               
Basic
    3,341,000       3,341,000  
Diluted
    3,354,000       3,349,000  
 
See accompanying notes to consolidated financial statements.

 
3

 

FNB BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(UNAUDITED)

(Dollar amounts in thousands)
 
Three months ended
 
   
March 31,
 
   
2011
   
2010
 
Net earnings
  $ 803     $ 1,004  
Unrealized holding gain on available-for-sale securities
    297       19  
Reclassification adjustment for gain on available-for-sale securities sold, net of tax
    (13 )     (64 )
Total comprehensive earnings
  $ 1,087     $ 959  

See accompanying notes to consolidated financial statements.

 
4

 

FNB BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Dollar amounts in thousands)
 
Three months ended
 
   
March 31
 
   
2011
   
2010
 
Cash flow from operating activities:
           
Net earnings
  $ 803     $ 1,004  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Gain on sale of securities available-for-sale
    (22 )     (108 )
Depreciation, amortization and accretion
    676       628  
Gain on sale of other real estate owned
    (91 )     (24 )
Stock-based compensation expense
    73       42  
Provision for loan losses
    450       250  
Decrease (increase) in interest receivable and other assets
    22       (25 )
Valuation allowance on other real estate owned
          161  
Decrease in accrued expenses and other liabilities
    (78 )     (13 )
Net cash provided by operating activities
    1,833       1,915  
                 
Cash flows from investing activities:
               
Purchase of securities available-for-sale
    (10,123 )     (37,825 )
Proceeds from matured/called/sold securities available-for-sale
    4,642       20,205  
Proceeds from sale of other real estate owned
    1,159       1,472  
Net investment in other real estate owned
          (406 )
Net decrease in loans
    10,633       7,270  
Purchases of bank premises, equipment, leasehold improvements
    (364 )     (413 )
Net cash (used in) provided by investing activities
    5,947       (9,697 )
                 
Cash flows from financing activities:
               
Net (decrease) increase in demand and savings deposits
    (7,314 )     28,648  
Net decrease in time deposits
    (11,684 )     (4,026 )
Net decrease in Federal Home Loan Bank advances
          (10,000 )
Dividends paid on common stock
    (167 )     (159 )
Dividends paid on preferred stock series A and B
    (163 )     (163 )
Net cash (used in) provided by financing activities
    (19,328 )     14,300  
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (11,548 )     6,518  
                 
Cash and cash equivalents at beginning of period
    60,874       62,853  
Cash and cash equivalents at end of period
  $ 49,326     $ 69,371  
                 
Additional cash flow information
               
Interest paid
    870       1,847  
Income taxes paid
    810       130  
                 
Non-cash investing and financing activities:
               
Accrued dividends
    167       159  
Change in fair value of available for-sale securities
    284       (45 )
Loans transferred to other real estate owned
          965  
 
See accompanying notes to consolidated financial statements.

 
5

 
 
FNB BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011
(UNAUDITED)

NOTE A – BASIS OF PRESENTATION

FNB Bancorp (the “Company”) is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company was incorporated under the laws of the State of California on February 28, 2001. The consolidated financial statements include the accounts of FNB Bancorp and its wholly owned subsidiary, First National Bank of Northern California (the “Bank”). The Bank provides traditional banking services in San Mateo and San Francisco counties.

All intercompany transactions and balances have been eliminated in consolidation. The financial statements include all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2010.Results of operations for interim periods are not necessarily indicative of results for the full year.

NOTE B – STOCK OPTION PLANS

Stock option expense is recorded based on the fair value of option contracts issued. The fair value is determined by the expected contract term, the risk free interest rate, the volatility of the Company’s stock price and the level of dividends the Company is expected to pay.

The expected term of options granted is derived from historical plan behavior and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U. S. Treasury yield curve in effect at the time of the grant.

The amount of compensation expense for options recorded in the quarters ended March 31, 2011and 2010 was $73,000 and $42,000, respectively. The income tax benefit recognized in the statements of earnings for these amounts was$10,000 for the quarters ended March 31, 2011 and none for 2010.

 
6

 
 
There was no intrinsic value for options exercisable orexercised during the quarter ended March 31, 2011.

The amount of total unrecognized compensation expense related to non-vested options at March 31, 2011 was $180,000, and the weighted average period over which it will be amortized is1.9 years.

NOTE C – EARNINGSPER SHARE CALCULATION

Earnings per common share (EPS) are computed based on the weighted average number of common shares outstanding during the period. Basic EPS excludes dilution and is computed by dividing net earnings(loss) available to common stockholders (after deducting dividends and related accretion on preferred stock) by the weighted average of common shares outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. All common stock equivalents are anti-dilutive when a net loss occurs.

Earningsper share have been computed based on the following:
 
(Dollar amounts in thousands)
 
Three months ended
 
   
March 31,
 
   
2011
   
2010
 
Net earnings
  $ 803     $ 1,004  
Dividends and discount accretion on preferred stock
    (214 )     (212 )
Net earnings available to common shareholders
  $ 589     $ 792  
                 
Average number of shares outstanding
    3,341,000       3,341,000  
Effect of dilutive options
    13,000       8,000  
Average number of shares outstanding used to calculate diluted earnings per share
    3,354,000       3,349,000  
 
Antidilutive options were excluded from the calculation totaled 399,033and 341,741 in 2011 and 2010, respectively.

NOTE D – SECURITIES AVAILABLE FOR SALE

The amortized cost and carrying values of securities available-for-sale are as follows:
 
(Dollar amounts in thousands)
 
Amortized
   
Unrealized
   
Unrealized
   
Carrying
 
   
cost
   
gains
   
losses
   
value
 
March 31, 2011
                       
U.S. Treasury securities
  $ 12,411     $  —     $ (114 )   $ 12,297  
Obligations of U.S. Government agencies
    45,799       390       (280 )     45,909  
Mortgage-backed securities
    20,930       420       (48 )     21,302  
Obligations of states and political subdivisions
    44,701       781       (405 )     45,077  
Corporate debt
    7,138       145       (7 )     7,276  
    $ 130,979     $ 1,736     $ (854 )   $ 131,861  

 
7

 
 
(Dollar amounts in thousands)
 
Amortized
   
Unrealized
   
Unrealized
   
Carrying
 
   
cost
   
gains
   
losses
   
value
 
December 31, 2010:
                       
U. S. Treasury securities
  $ 12,440     $ 2     $ (97 )   $ 12,345  
Obligations of U.S. Government agencies
    45,941       488       (315 )     46,114  
Mortgage-backed securities
    18,564       521       (17 )     19,068  
Obligations of states and political subdivisions
    42,738       582       (864 )     42,456  
Corporate debt
    6,105       109       (8 )     6,206  
    $ 125,788     $ 1,702     $ (1,301 )   $ 126,189  

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of March 31, 2011 and December 31, 2010, respectively, is as follows:

(Dollar amounts in thousands)
       
Less than
         
12 Months
             
   
Total
   
12 Months
   
Total
   
or Longer
   
Total
   
Total
 
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
   
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
March 31,2011
                                   
U.S. Treasury securities
  $ 12,297     $ (114 )   $     $     $ 12,297     $ (114 )
Obligations of U.S. Government agencies
    21,971       (280 )                 21,971       (280 )
Mortgage-backed securities
    5,464       (48 )                 5,464       (48 )
Obligations of states and political subdivisions
    14,446       (405 )                 14,446       (405 )
Corporate debt
    1,537       (7 )                 1,537       (7 )
Total
  $ 55,715     $ (854 )   $     $     $ 55,715     $ (854 )

(Dollar amounts in thousands)
 
Total
   
< 12 Months
   
Total
   
12 Months or
   
Total
   
Total
 
   
Fair
   
Unrealized
   
Fair
   
> Unrealized
   
Fair
   
Unrealized
 
   
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
December 31, 2010
                                   
U. S. Treasury securities
  $ 11,341     $ (97 )   $     $     $ 11,341     $ (97 )
Obligations of U.S. Government agencies
    19,983       (315 )                 19,983       (315 )
Mortgage-backed securities
    1,864       (17 )                 1,864       (17 )
Obligations of states and political subdivisions
    22,639       (864 )                 22,639       (864 )
Corporate debt
    1,437       (8 )                 1,437       (8 )
Total
  $ 57,264     $ (1,301 )   $     $     $ 57,264     $ (1,301 )
 
At March 31, 2011, there were no securities in an unrealized loss position for greater than 12 consecutive months. Managementperiodically evaluates each security in an unrealized loss position to determine if the impairment is temporary or other-than-temporary. The unrealized losses are due solely to interest rate changes and the Company does not intend to sell nor expect it will not be required to sell investment securities identified with impairments prior to the earliest of forecasted recovery or the maturity of the underlying investment security. Management has determined that no investment security is other-than-temporarily impaired at March 31, 2011.
 
 
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The amortized cost and carrying value of debt securities as of March 31, 2011by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

March 31, 2011:


(Dollar amounts in thousands)
 
Amortized
   
Carrying
 
   
Cost
   
Value
 
Available-for-sale:
           
Due in one year or less
  $ 7,595     $ 7,695  
Due after one through five years
    73,492       74,113  
Due after five years through ten years
    19,723       19,712  
Due after ten years
    30,169       30,341  
    $ 130,979     $ 131,861  
 
For the three months ended March 31, 2011 and March 31, 2010, respectively, gross realized gains amounted to $22,000and $108,000, on securities sold or called of $2,680,000 and $13,969,000, respectively. For the three months ended March 31, 2011 and March 31, 2010, there were no realized gross losses.

At March 31, 2011, securities with an amortized cost of $86,076,000 and fair value of $86,746,000 were pledged as collateral for public deposits and for other purposes required by law.

NOTE E - LOANS

Loans are summarized as follows at March 31, 2011 and December 31, 2010:
 
   
March 31,
   
December 31,
 
(Dollar amounts in thousands)
 
2011
   
2010
 
Commercial real estate
  $ 275,843     $ 278,866  
Real estate construction
    31,128       27,577  
Real estate multi-family
    41,482       42,584  
Real estate 1 to 4 family
    77,688       71,463  
Commercial & industrial
    44,932       61,493  
Consumer loans
    2,737       2,689  
Gross loans
    473,810       484,672  
Net deferred loan fees
    (281 )     (320 )
Allowance for loan losses
    (9,784 )     (9,524 )
Net loans
  $ 463,745     $ 474,828  
 
The Bank had total impaired loans of $28,727,000 at March 31, 2011 and $27,302,000 at December 31, 2010, respectively. The allowance for loan losses related to the impaired loans was $1,512,000 and $1,469,000 as of March 31, 2011 and December 31,2010, respectively. The amount of the recorded investment in impaired loans for which there is no related allowance is $8,509,000 and $8,949,000 as of March 31, 2011 and December 31, 2010. The average recorded investment in impaired loans during the quarter ended March 31, 2011 and the year ended December 31, 2010 was $29,303,000 and $24,481,000, respectively.

 
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    Impaired Loans  
    For the Year Ended March 31, 2011  
         
Unpaid
         
Average
       
(Dollar amounts in thousands)
 
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
With no related allowance recorded
                             
Commercial & industrial
  $ 5,003     $ 5,206     $     $ 5,003     $ 14  
Commercial real estate
    2,455       2,509             2,456       10  
Residential - 1 to 4 family
    1,051       1,144             1,114       12  
Total
    8,509       8,859             8,573       36  
With an allowance recorded
                                       
Commercial
  $ 3,102       4,370     $ 438     $ 3,593     $ 1  
Commercial real estate construction
    8,927       8,931       492       8,929       92  
Commercial real estate
    5,902       5,965       368       5,935       0  
Residential- 1 to 4 family
    2,257       2,259       198       2,257       22  
Consumer
    30       30       16       16       0  
Total
    20,218       21,555       1,512       20,730       115  
Total
                                       
Commercial & industrial
  $ 8,105     $ 9,576     $ 438     $ 8,596     $ 15  
Commercial real estate construction
    8,927       8,931       492       8,929       92  
Commercial real estate
    8,357       8,474       368       8,391       10  
Residential - 1 to 4 family
    3,308       3,349       187       3,371       34  
Consumer
    30       30       16       16       0  
Grand total
  $ 28,727     $ 30,360     $ 1,501     $ 29,303     $ 151  

    Impaired Loans  
    For the Year Ended December 31, 2010  
         
Unpaid
         
Average
       
(Dollar amounts in thousands)
 
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
With no related allowance recorded
                             
Commercial & industrial
  $ 4,743     $ 4,841     $     $ 4,801     $ 74  
Commercial real estate
    4,206       4,206             4,323       131  
Total
    8,949       9,047             9,124       205  
With an allowance recorded
                                       
Commercial
  $ 2,644       3,044     $ 527     $ 2,945     $ 31  
Commercial real estate construction
    8,931       8,931       368       5,560       303  
Commercial real estate
    3,474       3,474       364       3,505       171  
Residential- 1 to 4 family
    3,304       3,349       210       3,347       100  
Total
    18,353       18,798       1,469       15,357       605  
Total
                                       
Commercial & industrial
  $ 7,387     $ 7,885     $ 527     $ 7,746     $ 105  
Commercial real estate construction
    8,931       8,931       368       5,560       303  
Commercial real estate
    7,680       7,680       364       7,828       302  
Residential - 1 to 4 family
    3,304       3,349       210       3,347       100  
Grand total
  $ 27,302     $ 27,845     $ 1,469     $ 24,481     $ 810  

 
10

 

Nonaccrual loans totaled $16,621,000 and $16,712,000 as of March 31, 2011 and December 31, 2010. The difference between impaired loans and nonaccrual loans represents loans that are restructured, are performing under modified agreements, and interest is accrued.

The carrying amounts of loans include $16,621,000 and $16,712,000 of nonaccrual loans (loans that are not accruing interest) at March 31, 2011 and December 31, 2010.

The following aggregate information is provided at March 31, 2011 and December 31, 2010, about the contractual provisions of these loans:
 
   
March 31
   
December 31
 
(Dollars amounts in thousands)
 
2011
   
2010
 
Aggregate carrying amount
  $ 16,621     $ 16,712  
Effective rate
    6.01 %     5.99 %
Average term to maturity
 
65 months
   
69 months
 

   
Loans on Nonaccrual Status
 
   
As of
 
(Dollar amounts in thousands)
 
March 31
   
December 31,
 
   
2011
   
2010
 
Commercial & industrial
  $ 3,142     $ 5,415  
Real estate - construction
    3,518       3,518  
Commercial real estate
    8,637       6,662  
Real estate 1 to 4 family
    1,323       1,117  
Consumer
    1        
Total
  $ 16,621     $ 16,712  
 
Interest income on impaired loans of $151,000 and $810,000 was recognized for cash payments received during the quarter ended March 31, 2011 and the year ended December 31, 2010, respectively. The amount of interest on impaired loans not collected for the quarter ended 3/31/2011 was $240,000, and the year ended December 31, 2010 was $290,000, respectively. The cumulative amount of unpaid interest on impaired loans was $1,336,000 and $1,095,000 for the quarter ended March 31, 2011 and the year ended December 31, 2010, respectively. Total loan principal of troubled debt restructuring at March 31, 2011 was $11,088,000, of which $2,344,000 was commercial loans, $1,036,000 was residential loans, $4,297,000 was commercial real estate loans, and $3,411,000 was multi-family real estate loans. Total loan principal of troubled debt restructuring at December 31, 2010 was $19,409,000, of which $2,416,000 was commercial loans, $2,621,000 was residential loans, $4,598,000 was commercial real estate loans, and $9,774,000 was multi-family real estate loans.
 
 
11

 
 
    Modifications  
   
As of March 31, 2011
 
         
Pre-
   
Post-
 
         
Modification
   
Modification
 
         
Outstanding
   
Outstanding
 
   
Number of
   
Recorded
   
Recorded
 
   
Contracts
   
Investment
   
Investment
 
Troubled Debt Restructurings
                 
Commercial & industrial
    3     $ 2,344     $ 2,344  
Real estate 1 to 4 family
    2       1,036       1,036  
Commercial real estate
    4       4,297       4,297  
Real estate multi family
    1       3,411       3,411  
Total
    10       11,088       11,088  

    Modifications  
   
As of December 31, 2010
 
         
Pre-
   
Post-
 
         
Modification
   
Modification
 
         
Outstanding
   
Outstanding
 
   
Number of
   
Recorded
   
Recorded
 
   
Contracts
   
Investment
   
Investment
 
Troubled Debt Restructurings
                 
Commercial & industrial
    3     $ 2,416     $ 2,416  
Real estate 1 to 4 family
    4       2,621       2,621  
Commercial real estate
    4       4,598       4,598  
Real estate multi family
    2       9,774       9,774  
Total
    13       19,409       19,409  
 
   
Age Analysis of Past Due Loans As of March 31, 2011
 
(Dollar amounts in thousands)
                         
    30-59 Days Past Due     60-89 Days Past Due     Over 90 Days     Total Past Due     Current     Total Loans     Recorded Investment > 90 Days and Accruing  
Commercial & industrial
  $ 916     $ 49     $ 788     $ 1,753     $ 43,179     $ 44,932     $  
Commercial real estate
    1,542       1,303       7,023       9,868       307,457       317,325        
Commercial real estate-construction
          144       1,556       1,700       29,428       31,128        
Residential
    246       700       218       1,164       76,524       77,688        
Consumer
          1       1       2       2,735       2,737        
Total
  $ 2,704     $ 2,197     $ 9,586     $ 14,487     $ 459,323     $ 473,810     $  
 
 
12

 
 
   
Age Analysis of Past Due Loans As of December 31, 2010
 
(Dollar amounts in thousands)
 
    30-59 Days Past Due     60-89 Days Past Due     Over 90 Days     Total Past Due     Current     Total Loans     Recorded Investment > 90 Days and Accruing  
Commercial & industrial
  $ 1,466     $ 0     $ 1     $ 1,466     $ 60,027     $ 61,493     $  
Commercial real estate
    4,843       1,000             5,843       315,607       321,450        
Commercial real estate - construction
    0       0                   27,577       27,577        
Residential
    153       99             252       71,211       71,463        
Consumer
    2,679       0             2,679       10       2,689        
                                                         
Total
  $ 9,141     $ 1,099     $     $ 10,240     $ 474,432     $ 484,672     $  
 
Credit Quality Indicators As of March 31, 2011
 
(Dollar amounts in thousands)
                   
                               
         
Special
   
Sub-
         
Total
 
   
Pass
   
mention
   
standard
   
Doubtful
   
loans
 
Commercial & industrial
  $ 36,183     $     $ 8,509     $ 240     $ 44,932  
Real estate construction
    19,014             12,114             31,128  
Commercial real estate
    306,525       1,020       9,427       353       317,325  
Real estate 1 to 4 family
    73,203       166       3,869       450       77,688  
Consumer loans
    2,737                         2,737  
Totals
  $ 437,662     $ 1,186     $ 33,919     $ 1,043     $ 473,810  
 
Credit Quality Indicators As of December 31, 2010
 
(Dollar amounts in thousands)
 
                                     
         
Special
   
Sub-
         
Pooled
   
Total
 
   
Pass
   
mention
   
standard
   
Doubtful
   
loans
   
loans
 
Commercial & industrial
  $ 53,915     $ 175     $ 6,327     $ 265     $ 811     $ 61,493  
Real estate construction
    15,464             12,113                   27,577  
Commercial real estate
    304,151       3,913       12,668             718       321,450  
Real estate 1 to 4 family
    66,460             4,734       269             71,463  
Consumer loans
    2,689                               2,689  
Totals
  $ 439,990     $ 4,088     $ 35,842     $ 534     $ 1,529     $ 484,672  
 
Risk rating system

Loans to borrowers graded as pass or pooled loans represent loans to borrowers of acceptable or better credit quality. They demonstrate sound financial positions, repayment capacity and credit history. They have an identifiable and stable source of repayment.
 
 
13

 
 
Special mention loans have potential weaknesses that deserve management’s attention. If left uncorrected these potential weaknesses may result in a deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. These assets are “not adversely classified” and do not expose the Bank to sufficient risk to warrant adverse classification.

Substandard loans are inadequately protected by current sound net worth, paying capacity of the borrower, or pledged collateral. Loans are normally classified as Substandard when there are unsatisfactory characteristics causing more than acceptable levels of risk. A substandard loan normally has one or more well-defined weakness that could jeopardize the repayment of the debt. For example, a) cash flow deficiency, which may jeopardize future payments; b) sale of non-collateral assets has become primary source of repayment; c) the borrower is bankrupt; or d) for any other reason, future repayment is dependent on court action.

Doubtful loans represent credits with weakness inherent in the Substandard classification and where collection or liquidation in full is highly questionable. To be classified Doubtful, there must be specific pending factors which prevent the Loan Review Officer from determining the amount of loss contained in the credit. When the amount of loss can be reasonably estimated, that amount is classified as “loss” and the remainder is classified as Substandard.

Commercial Real Estate Loans

Our commercial real estate loans are made primarily to investors or small businesses where our primary source of repayment is from cash flows generated by the properties, either through rent collection or business profits. The borrower’s promissory notes are secured with recorded liens on the underlying property. The borrowers would normally also be required to personally guarantee repayment of the loan. The bank uses conservative underwriting standards in reviewing applications for credit. Generally, our borrowers have multiple sources of income, so if cash flow generated from the property declines, at least in the short term, the borrowers can normally cover these short term cash flow deficiencies from their available cash reserves. Risk of loss to the Bank is increased when there are cash flow decreases sufficiently large and for such a prolonged period of time that loan payments can no longer be made by the borrowers.

Our real estate construction loans are generally made to borrowers who are rehabilitating a building, converting a building use from one type of use to another, or developing land and building residential or commercial structures for sale or lease. The borrower’s promissory notes are secured with recorded liens on the underlying property. The borrowers would normally also be required to personally guarantee repayment of the loan. The bank uses conservative underwriting standards in reviewing applications for credit. Generally, our borrowers have sufficient resources to make the required construction loan payments during the construction and absorption or lease-up period. After construction is complete, the loans are normally paid off from proceeds from the sale of the building or through a refinance to a commercial real estate loan. Risk of loss to the Bank is increased when there are material construction cost overruns, significant delays in the time to complete the project and/or there has been a material drop in the value of the projects in the marketplace since the inception of the loan.

Commercial and Industrial Loans

Our commercial and industrial loans are generally made to small businesses to provide them with at least some of the working capital necessary to fund their daily business operations. These loans are generally either unsecured or secured by fixed assets, accounts receivable and/or inventory. The borrowers would normally also be required to personally guarantee repayment of the loan. The Bank uses conservative underwriting standards in reviewing applications for credit. Risk of loss to the Bank is increased when our small business customers experience a significant business downturn, incur significant financial losses, or file for relief from creditors through bankruptcy proceedings.
 
 
14

 
 
Residential Real Estate Loans

Our residential real estate loans are generally made to borrowers who are buying or refinancing their primary personal residence or a rental property of 1-4 singe family residential units. The Bank uses conservative underwriting standards in reviewing applications for credit. Risk of loss to the Bank is increased when borrowers loose their primary source of income and/or property values decline significantly.

Consumer and installment Loans

Our consumer and installment loans generally consist of personal loans, credit card loans, automobile loans or other loans secured by personal property. The Bank uses conservative underwriting standards in reviewing applications for credit. Risk of loss to the Bank is increased when borrowers loose their primary source of income, or file for relief from creditors through bankruptcy proceedings.

NOTE F – FAIR VALUE MEASUREMENT

The following table presents information about the Company’s assets and liabilities measured at fair value as of March 31, 2011 and December 31, 2010, and indicates the fair value techniques used by the Company to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
 
 
15

 
 
The following tables present the recorded amounts of assets measured at fair value on a recurring basis:
 
         
Fair Value Measurements
 
(Dollar amounts in thousands)
       
at March 31, 2011, Using
 
         
Quoted Prices
             
         
in Active
             
         
Markets
   
Other
   
Significant
 
         
for Identical
   
Observable
   
Unobservable
 
   
Fair Value
   
Assets
   
Inputs
   
Inputs
 
Description
 
3/31/2011
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
U. S. Treasury securities
  $ 12,297     $ 12,297     $     $  
Obligations of U.S. Government agencies
    45,909             45,909        
Mortgage-backed securities
    21,302             21,302        
Obligations of states and political subdivisions
    45,077             45,077        
Corporate debt
    7,276             7,276        
Total assets measured at fair value
  $ 131,861     $ 12,297     $ 119,564     $  

         
Fair Value Measurements
 
(Dollar amounts in thousands)
       
at December 31, 2010, Using
 
         
Quoted Prices
             
         
in Active
             
         
Markets
   
Other
   
Significant
 
         
for Identical
   
Observable
   
Unobservable
 
   
Fair Value
   
Assets
   
Inputs
   
Inputs
 
Description
 
12/31/2010
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
U. S. Treasury securities
  $ 12,345     $ 12,345     $     $  
Obligations of U.S. Government agencies
    46,114             46,114        
Mortgage-backed securities
    19,068             19,068          
Obligations of states and political subdivisions
    42,456             42,456        
Corporate debt
    6,206             6,206        
Total assets measured at fair value
  $ 126,189     $ 12,345     $ 113,844     $  
 
The following table representsimpaired loans and other real estate owned which had specific reserve changes during the quarter, or where new impairments were added during this quarter. In addition, this table presents the recorded amounts of assets measured at fair value on a non-recurring basis:
 
         
Fair Value Measurements
       
(Dollar amounts in thousands)
   
at March 31, 2011, Using
       
         
Quoted Prices
                   
         
in Active
                   
         
Markets
   
Other
   
Significant
       
         
for Identical
   
Observable
   
Unobservable
       
   
Fair Value
   
Assets
   
Inputs
   
Inputs
   
Total
 
Description
 
3/31/2011
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
losses
 
Impaired loans
  $ 7,849     $     $     $ 7,849     $ (123 )
Total impaired assets measured at fair value
  $ 7,849     $     $     $ 7,849     $ (123 )

 
16

 

The following table presents the recorded amounts of assets measured at fair value on a non-recurring basis:
 
         
Fair Value Measurements
       
(Dollar amounts in thousands)
   
at December 31, 2010, Using
       
         
Quoted Prices in
                   
         
Active Markets
   
Other
   
Significant
       
         
for Identical
   
Observable
   
Unobservable
       
   
Fair Value
   
Assets
   
Inputs
   
Inputs
   
Total
 
Description
 
12/31/2010
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
losses
 
Impaired loans
  $ 10,471     $     $     $ 10,471     $ (1,069 )
Other real estate owned
    6,680                   6,680        
Total impaired assets measured at fair value
  $ 17,151     $     $     $ 17,151     $ (1,069 )
 
The Bank does not record loans at fair value. However, from time to time, if aloan is considered impaired, a specificallocation within the allowance for loan losses may be required. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and cash flows. Those impaired loans not requiring an allowance represent loans for which the value of the expected repayments or collateral exceed the recorded investments in such loans. Impaired loans where an allowance is established based on the fair value of collateral or when the impaired loan has been written down to fair value require classification in the fair value hierarchy. If the fair value of the collateral is based on an observable market price or a current appraised value, the Bank records the impaired loans as nonrecurring Level 3. When an appraised value is not available, or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Bank also records the impaired loans as nonrecurring Level 3.
 
Other real estate owned is carried at the lower of historical cost or fair market value less costs to sell. An appraisal (a Level 3 valuation) is obtained at the time the Bank acquires property through the foreclosure process. Any loan balance outstanding that exceeds the appraised value of theproperty is charged off against the allowance for loan loss at the time the property is acquired. Subsequent to acquisition, the Bank updates the property’s appraised value on at least an annual basis. If the value of the property has declined during the year, a loss due to valuation impairment charge is recorded along with a corresponding reduction in the book carrying value of the property.

Fair Values of Financial Instruments.

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments.

Cash and Cash Equivalents.

The carrying amounts reported in the balance sheet for cash and short-term instruments are a reasonable estimate of fair value, which will approximate their historical cost.

Securities Available-for-Sale.

Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
 
 
17

 
 
Federal Home Loan Bank and Federal Reserve Bank stock.

Federal Home Loan Bank and Federal Reserve Bank stock can only be issued and redeemed at par by these entities. These securities cannot be sold in open market transactions. Fair value is estimated to be their carrying value.

Loans Receivable.

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values and credit risk factors. For fixed rate loans, fair values are based on discounted cash flows, credit risk factors, and liquidity factors.

Bank Owned Life Insurance.

The fair value of bank owned life insurance is the cash surrender value of the policies, net of surrender charges.

Deposit liabilities.

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate certificates of deposit are based on discounted cash flows.

Federal Home Loan Bank Advances.

The fair values of Federal Home Loan Bank Advances are based on discounted cash flows. The discount rate is equal to the market rate currently offered on similar products.

Undisbursed loan commitments, lines of credit, Mastercard line and standby letters of credit.

The fair value of these off-balance sheet items are based on discounted cash flows of expected fundings.

 
18

 

The following table provides summary information on the estimated fair value of financial instruments at March 31, 2011:
 
(Dollar amounts in thousands)
 
Carrying
   
Fair
 
   
amount
   
value
 
Financial assets:
           
Cash and cash equivalents
  $ 49,326     $ 49,326  
Securities available for sale
    131,861       131,861  
Loans, net
    463,745       470,290  
Bank owned life insurance
    9,276       9,276  
Federal home Loan Bank stock
    3,783       3,783  
Federal Reserve Bank stock
    1,062       1,062  
                 
Financial liabilities:
               
Deposits
    609,442       609,994  
                 
Off-balance-sheet liabilities:
               
Undisbursed loan commitments, lines of credit, Mastercard line and standby letters of credit
          3,842  
 
The carrying amount of loans include $16,621,000 of nonaccrual loans (loans that are not accruing interest) as of March 31, 2011. The fair value of nonaccrual loans is based on the collateral values that secure the loans or the cash flows expected to be received.

The following table provides summary information on the estimated fair value of financial instruments at December 31, 2010:
 
(Dollar amounts in thousands)
 
Carrying
   
Fair
 
   
amount
   
value
 
Financial assets:
           
Cash and cash equivalents
  $ 60,874     $ 60,874  
Securities available for sale
    126,189       126,189  
Loans, net
    474,828       466,007  
Bank owned life insurance
    9,195       9,195  
Federal Home Loan Bank stock
    3,939       3,939  
Federal Reserve Bank stock
    1,062       1,062  
                 
Financial liabilities:
               
Deposits
    628,440       628,983  
                 
Off-balance-sheet liabilities:
               
Undisbursed loan commitments, lines of credit, Mastercard line and standby letters of credit
          3,603  
 
The carrying amount of loans include $16,712,000 of nonaccrual loans (loans that are not accruing interest) as of December 31, 2010. The fair value of nonaccrual loans is based on the collateral values that secure the loans or the cash flows expected to be received.
 
 
19

 
 
NOTE G – PREFERRED STOCK

Preferred Stock was issued to the U. S. Treasury as part of the Treasury’s Capital Purchase Program in February, 2009. The Preferred Stock consists of two issues, Series A and Series B.The Series A and Series B Preferred Stock are both carried at liquidation value less discounts received plus premiums paid that are amortized over the expected timeframe that the Preferred Shares will be outstanding using the level yield method. The Series A and Series B Preferred Stock must be redeemed after ten years.

The Series A Preferred Stock carries a dividend yield of 5% for the first five years. Beginning in year six, the dividend increases to 9% and continues at this rate until repaid. The Series B Preferred Stock pays a 9% dividend until repaid. Allocation of proceeds between the two issues was done in such a manner that the blended level yield of both issues would be 6.83% to the expected repayment date, which is currently anticipated to be three years from the date of issue. Operating restrictions related to the preferred stock are documented on the U. S. Department of the Treasury’s website and include restrictions on dividend payments and executive compensation, the establishment of the requirement that the Preferred Stock be repaid first with the proceeds from any future capital offering before any other use of the proceeds is allowed, establishment of additional reporting requirements related to lending activity of the Bank during the time the Preferred Stock is outstanding, and the execution of documents that allow the U. S. Department of the Treasury to add or change the conditions related to the issuance of the Preferred Stock unilaterally, at their discretion.In addition, beginning in the second quarter of 2010, the Company must obtain regulatory approval from the Office of the Comptroller of the Currency before TARP dividends can be paid. As of March 31, 2011, all dividend payments on our Preferred Stock have been paid in accordance with the Treasury’s Capital Purchase Program.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Forward-Looking Information and Uncertainties Regarding Future Financial Performance.

This report, including management’s discussion below, concerning earnings and financial condition, contains “forward-looking statements”. Forward-looking statements are estimates of or statements about expectations or beliefs regarding the Company’s future financial performance or anticipated future financial condition that are based on current information and that are subject to a number of risks and uncertainties that could cause actual operating results in the future to differ significantly from those expected at the current time. Those risks and uncertainties include, although they are not limited to, the following:

Increased Competition. Increased competition from other banks and financial service businesses, mutual funds and securities brokerage and investment banking firms that offer competitive loan and investment products and competitive market pricing, which could require us to reduce interest rates and loan fees to attract new loans or to increase interest rates that we offer on time deposits, either or both of which could, in turn, reduce interest income and net interest margins. These factors could reduce our ability to attract new deposits and loans and leases.
 
 
20

 
 
Liquidity Risk.The stability of funding sources and continued availability of borrowings; our ability to raise capital or incur debt on reasonable terms.

Possible Adverse Changes in Economic Conditions. Adverse changes in national or local economic conditions over an extended period of time could (i) reduce loan demand which could, in turn, reduce interest income and net interest margins; (ii) adversely affect the financial capability of borrowers to meet their loan obligations, which, in turn, could result in increases in loan losses and require increases in provisions for possible loan losses, thereby adversely affecting operating results; and (iii) lead to reductions in real property values that, due to the Company’s reliance on real property to secure many of its loans, could make it more difficult to prevent losses from being incurred on non-performing loans through the sale of such real properties.

Possible Adverse Changes in National Economic Conditions and Federal Reserve Board Monetary Policies. Changes in national economic policies and conditions, such as increases in inflation or declines in economic output often prompt changes in Federal Open Market Committee (“FOMC”) monetary policies that could reduce interest income or increase the cost of funds to the Company, either of which could result in reduced earnings. In addition, deterioration in economic conditions that could result in increased loan and lease losses.

Changes in Regulatory Policies. Changes in federal and national bank regulatory policies, such as increases in capital requirements or in loan loss reserve or asset/liability ratio requirements, liquidity requirements, and the risks associated with concentration in real estate related loans could adversely affect earnings by reducing yields on earning assets or increasing operating costs.

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this report, which speak only as of the date of this report, or to make predictions based solely on historical financial performance. The Company also disclaims any obligation to update forward-looking statements contained in this report.

Critical Accounting Policies And Estimates

Management’s discussion and analysis of its financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to its loans and allowance for loan losses. The Company bases its estimates on current market conditions, historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected as required by Regulation S-X, Rule 10-01. The Company believes the following critical accounting policy requires significant judgments and estimates used in the preparation of the consolidated financial statements.
 
 
21

 
 
Allowance for Loan Losses

The allowance for loan losses is periodically evaluated for adequacy by management. Factors considered include the Company’s loan loss experience, known and inherent risks in the portfolio, current economic conditions, known adverse situations that may affect the borrower’s ability to repay, regulatory policies, and the estimated value of underlying collateral. The evaluation of the adequacy of the allowance is based on the above factors along with prevailing and anticipated economic conditions that may impact our borrowers’ ability to repay their loans. Determination of the allowance is based upon objective and subjective judgments by management from the information currently available. Adverse changes in information could result in higher than expected charge-offs and loan loss provisions.

Goodwill

Goodwill arises when the Company’s purchase price exceeds the fair value of the net assets of an acquired business. Goodwill represents the value attributable to intangible elements acquired. The value of goodwill is supported ultimately by profit from the acquired business. A decline in earnings could lead to impairment, which would be recorded as a write-down in the Company’s consolidated statements of earnings. Events that may indicate goodwill impairment include significant or adverse changes in results of operations of the acquired business or asset, economic or political climate; an adverse action or assessment by a regulator; unanticipated competition; and a more-likely-than-not expectation that a reporting unit will be sold or disposed of at a loss.

Other Than Temporary Impairment

Other than temporary impairment (“OTTI”) is triggered if the Company has the intent to sell the security, it is likely that it will be required to sell the security before recovery, or if the Company does not expect to recover the entire amortized cost basis of the security. If the Company intends to sell the security or it is likely it will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If the Company does not intend to sell the security and it is not likely that the Company will be required to sell the security but the Company does not expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit losses would be recognized in earnings as an OTTI. The credit loss is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected of a security. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential OTTI. The remaining impairment loss related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, would be recognized as a charge to other comprehensive income (“OCI”). Impairment losses related to all other factors are to be presented as a separate category within OCI.

For investment securities held to maturity, this amount is accreted over the remaining life of the debt security prospectively based on the amount and timing of future estimated cash flows. The accretion of the OTTI amount recorded in OCI will increase the carrying value of the investment, and would not affect earnings. If there is an indication of additional credit losses the security is re-evaluated accordingly based on the procedures described above.
 
 
22

 
 
Provision for and Deferred Income Taxes
 
The Company is subject to income tax laws of the United States, its states, and the municipalities in which it operates. The Company considers its income tax provision methodology to be critical, as the determination of current and deferred taxes based on complex analyses of many factors including interpretation of federal and state laws, the difference between tax and financial reporting bases of assets and liabilities (temporary differences), estimates of amounts due or owed, the timing of reversals of temporary differences and current financial standards. Actual results could differ significantly from the estimates due to tax law interpretations used in determining the current and deferred income tax liabilities. Additionally, there can be no assurances that estimates and interpretations used in determining income tax liabilities may not be challenged by federal and state tax authorities.

Recent Accounting Pronouncements
 
In January, 2011, the FASB issued ASU No. 2011-01, Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. The amendments in this Update temporarily delay the effective date of the disclosures about troubled debt restructurings in Update 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. Currently, the guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. As this ASU is disclosure-related only, the adoption of this ASU will not impact the Bank’s financial condition or results of operations.
 
In April, 2011, the FASB issued ASU No. 2011-02, A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.Given the recent economic downturn, the volume of debt restructured (modified) by creditors has increased. Several stakeholdersraised concerns about whether additional guidance or clarification is needed to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. Diversity in practice could adversely affect the comparability of information for users about restructurings of receivables. The amendments in this Update apply to all creditors, both public and nonpublic, that restructure receivables that fall within the scope of Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors.

In evaluating whether a restructuring constitues a troubled debt restructuring, a creditor must separately conclude that both of the following exist:
 
 
1.
The restructuring constitutes a concession.
 
2.
The debtor is experiencing financial difficulties.

For public entities, the amendments in this Update are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied restrospectively to the beginning of the annual period of adoption. As this ASU is disclosure-related only, the adoption of this ASU will not impact the Bank’s financial condition or results of operations.
 
 
23

 
 
Earnings Analysis

Net earnings for the quarter ended March 31, 2011 were $803,000, compared to net earnings of $1,004,000 for the quarter ended March 31, 2010, a decrease of $201,000, or 20.0%. Earnings before income tax expense for the quarter ended March 31, 2011 were $1,150,000, compared to$1,272,000 for the quarter ended March 31, 2010, adecrease of $122,000, or 9.6%. Net earnings available to common stockholders for the quarter ended March 31, 2011 were $589,000, compared to net earnings available to common stockholders of $792,000 for the quarter ended March 31, 2010, a decrease of $203,000, or 25.6%.

Net interest income for the quarter ended March 31, 2011 was $7,335,000, compared to $6,960,000 for the quarter ended March 31, 2010, anincrease of $375,000, or 5.4%. This increase was possible due to rate declines in our interest-bearing liabilities that exceeded the rate declines in our interest earning assets on a year over year basis. Customer deposit rates are at or near historic lows for the Company.

Basic earnings per share were $0.18 for the first quarter of 2011 compared to $0.24 for the first quarter of 2010. Diluted earnings per share were $0.18 for the first quarter of 2011 compared to $0.24 for the first quarter of 2010.

The following table presents an analysis of net interest income and average earning assets and liabilities for the three-month period ended March 31, 2011 compared to the three-month period ended March 31, 2010.

 
24

 

TABLE 1
  NET INTEREST INCOME AND AVERAGE BALANCES
    FNB BANCORP AND SUBSIDIARY
    Three months ended March 31,
    2011   2010
(Dollar amounts In thousands)
             
Annualized
             
Annualized
   
Average
         
Average
 
Average
         
Average
   
Balance
   
Interest
   
Yield
 
Balance
   
Interest
   
Yield
INTEREST EARNING ASSETS
                                   
Loans, gross (1) (2)
  $ 482,136     $ 7,438     6.26 %   $ 501,461     $ 7,982     6.46 %
Taxable securities (3)
    85,380       404     1.92 %     79,830       437     2.22 %
Nontaxable securities (3)
    43,591       501     4.66 %     27,471       318     4.69 %
Federal funds sold
                    1            
Total interest earning assets
    611,107       8,343     5.54 %     608,763       8,737     5.82 %
                                             
NONINTEREST EARNING ASSETS:
                                           
Cash and due from banks
    55,341                     72,037                
Premises and equipment
    13,490                     11,836                
Other assets
    30,923                     34,486                
Total noninterest earning assets
    99,754                     118,359                
TOTAL ASSETS
  $ 710,861                   $ 727,122                
                                             
INTEREST BEARING LIABILITIES:
                                           
Demand, interest bearing
  $ 60,689       34     0.23 %   $ 58,449       51     0.35 %
Money market
    257,921       543     0.85 %     265,518       910     1.39 %
Savings
    45,870       28     0.25 %     42,084       26     0.25 %
Time deposits
    118,095       279     0.96 %     126,659       453     1.45 %
FederalHome Loan Bank advances
                    24,889       260     4.24 %
Federal funds purchased
                    11            
Total interest bearing liabilities
    482,575       884     0.74 %     517,610       1,700     1.32 %
                                             
NONINTEREST BEARING LIABILITIES:
                                           
Demand deposits
    139,638                     122,631                
Other liabilities
    7,280                     7,460                
Total noninterest bearing liabilities
    146,918                     130,091                
                                             
TOTAL LIABILITIES
    629,493                     647,701                
Stockholders’ equity
    81,368                     79,421                
 
                                           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 710,861                   $ 727,122                
 
                                           
NET INTEREST INCOME AND MARGIN ON TOTAL EARNING ASSETS (4)
          $ 7,459     4.95 %           $ 7,037     4.69 %
 
  1) Interest on non-accrual loans is recognized into income on a cash received basis if the loan has demonstrated performance and full collection is considered probable.
  2) Amounts of interest earned included loan fees of $246,000 and $303,000 for the quarters ended March 31, 2011 and 2010, respectively.
  3)Tax equivalent adjustments recorded at the statutory rate of 34% that are included in the nontaxable securities portfolio are $124,000 and $77,000 for the quarters ended March 31, 2011 and 2010, respectively, and were derived from nontaxable municipal interest income.
  4) The annualized net interest margin is computed by dividing net interest income by total average interest earning assetsand multiplied by an annualization factor.
 
Table 1, above, shows the various components that contributed to changes in net interest income for the three months ended March 31, 2011 and 2010. The principal interest earning assets are loans, from a volume as well as from an earnings rate perspective. For the quarter ended March 31, 2011, average gross loans outstanding represented 78.9% of average earning assets. For the quarter ended March 31, 2010, they represented 82.4% of average earning assets.During the first quarter of 2011, the Bank’s loan portfolio decreased primarily due to a lack of demand for loans by qualified borrowers. Loan paydowns and payoffs exceeded new loan originations during the quarter.
 
 
25

 
 
The taxable equivalent yield on average interest earning assets for the quarter ended March 31, 2011 compared to the quarter ended March 31, 2010decreased from 5.82% to 5.54%, or 28 basis points. Average loans decreased by $19,325,000, average interest on the loan portfolio decreased from 6.46% to 6.26%. Interest incomeon total interest earning assets decreased $394,000 or 4.51% on a tax equivalent basis.All excess cash positions during the first quarter of 2011, were invested in our interest earning Federal Reserve demand deposit account on a daily basis, earning interest at an annual yield of 0.25%.

For the three months ended March 31, 2011, compared to the three months ended March 31, 2010, the cost on total interest bearing liabilities decreased from 1.32% to 0.74%, adecrease of 58 basis points. The principal source of deposit liabilities comes from savings and money marketdeposits. Average money market deposits decreased from $265,518,000 in the first quarter of 2010 to $257,921,000during this same period during 2011, a decrease of$7,597,000, or 2.86%. Our average money market deposit cost decreased from 1.39% to 0.85%, and the expense on these deposits decreased $367,000 for the three months ended March 31, 2011 compared to the three months ended March 31, 2010.
 
TABLE 2
 
FNB BANCORP AND SUBSIDIARY
 
   
RATE/VOLUME VARIANCE ANALYSIS
 
(Dollar amounts in thousands)
 
Three months ended March 31,
 
   
2011 compared to 2010
 
   
Increase(decrease) (2)
 
   
Interest
   
Variance
 
   
Income/expense
   
Attributable to
 
   
Variance
   
Rate
   
Volume
 
INTEREST EARNING ASSETS
                 
Loans
  $ (545 )   $ (246 )   $ (299 )
Taxable securities
    (33 )     (59 )     26  
Nontaxable securities (1)
    183       (2 )     185  
Total
    (395 )     (307 )     (88 )
INTEREST BEARING LIABILITIES
                       
Demand deposits
    17       19       (2 )
Money market
    367       351       16  
Savings
    (2 )           (2 )
Time deposits
    175       144       31  
Federal Home Loan Bank advances
    260             260  
Total
    817       514       303  
NET INTEREST INCOME
  $ 422     $ 207     $ 215  
 
 
(1)
Includes tax equivalent adjustments of $124,000 and $77,000 in the three months ended March 31, 2011, and March 31, 2010, respectively.
  (2) Increases (decreases) shown are in relation to their effect on net interest income.
     
    For the three month periods ended March 31, 2011 and March 31, 2010, respectively, the above table shows the dollar amount of change in interest income and expense and the dollar amounts attributable to: (a) changes in volume (changes in volume at the current year rate), and (b) changes in rate (changes in rate times the prior year’s volume). In this table, the dollar change in rate/volume is prorated to volume and rate proportionately.
 
 
26

 
 
Noninterest income

The following table shows the principal components of noninterest income for the periods indicated.
 
TABLE 3
 
NONINTEREST INCOME
             
                         
(Dollar amounts in thousands)
 
Three months
             
   
ended March 31,
   
Variance
 
   
2011
   
2010
   
Amount
   
Percent
Service charges
  $ 697     $ 685     $ 12     1.8 %
Credit card fees
    150       152       (2 )   -1.3 %
Gain on sale of available-for-sale securities
    22       108       (86 )   -79.6 %
Other income
    144       131       13     9.9 %
Total noninterest income
  $ 1,013       1,076     $ (63 )   -5.9 %
 
Noninterest income consists mainly of service charges on deposits, credit card fees, and several other miscellaneous types of income. The Bank service charges were up slightly during the first quarter of 2011 when compared to the same period during 2010 due to a small increase in our overdraft fees that was implemented during the first quarter of 2011.

Noninterest expense

The following table shows the principal components of noninterest expense for the periods indicated.
 
(Dollar amounts in thousands)
 
Three months
             
   
ended March 31,
   
Variance
 
   
2011
   
2010
   
Amount
   
Percent
Salaries and employee benefits
  $ 3,486     $ 3,502     $ (16 )   -0.5 %
Occupancy expense
    556       512       44     8.6 %
Equipment expense
    408       512       (104 )   -20.3 %
Professional fees
    364       260       104     40.0 %
FDIC assessment
    375       259       116     44.8 %
Telephone, postage & supplies
    313       278       35     12.6 %
Operating losses
    224       9       215     2388.9 %
Other real estate owned expense
    188       198       (10 )   -5.1 %
Bankcard expenses
    136       139       (3 )   -2.2 %
Gain on sale of other real estate owned
    (91 )     (24 )     (67 )   279.2 %
Loss on impairment of other real estate owned
          161       (161 )   -100.0 %
Other expense
    789       708       81     11.4 %
Total noninterest expense
  $ 6,748     $ 6,514     $ 234     3.6 %

Noninterest expense consists mainly of salaries and employee benefits.For the three months ended March 31, 2011 compared to three months ended March 31, 2010, it represented 51.7% and 53.8% of total noninterest expenses. During the first quarter of 2011, the Bank experienced an operational loss of approximately $200,000 related to an unauthorized foreign wire transfer. The operational loss is is net of an expected $300,000 insurance reimbursement claim that has been filed with the Bank’s insurance carrier.
 
 
27

 
 
Provision for Loan Losses

There was a provision for loan losses of $450,000 for the three-month period ended March 31, 2011 compared to a provision for loan losses of $250,000 for the same period in 2010. The allowance for loan losses was approximately $9,784,000 or 2.07% of total gross loans at March 31, 2011, compared to $9,524,000 or 1.97% of total gross loans at December 31, 2010. The allowance for loan losses is maintained at a level considered adequate for management to provide for probable loan losses inherent in the loan portfolio. Loans charged-off during the first quarter of 2011 were significantly lower than during the same time period during 2010, reflecting the improvement in the level of problem loans within our loan portfolio on a year over year basis.

Income Taxes

The effective tax rate for the quarter ended March 31, 2011 was a 30.2% tax expense compared to a 21.1% tax expensefor the quarter ended March 31, 2010.Tax preference items which usually affect our effective tax rate are changing amounts invested in tax-advantaged securities, available Low Income Housing Credits, and amounts of interest income on qualifying loans in California Enterprise Zones. Another significant reason for changes in the effective tax rate provision is the change in the relative proportion of tax advantaged income in comparison to fully taxable income period over period.

Asset and Liability Management

Ongoing management of the Company’s interest rate sensitivity limits interest rate risk through monitoring the mix and maturity of loans, investments and deposits. Management regularly reviews the Company’s position and evaluates alternative sources and uses of funds as well as changes in external factors. Various methods are used to achieve and maintain the desired interest rate sensitivity position including the sale or purchase of assets and product pricing.

In order to ensure that sufficient funds are available for loan growth and deposit withdrawals, as well as to provide for general needs, the Company must maintain an adequate level of liquidity. Asset liquidity comes from the Company’s ability to convert short-term investments into cash and from the maturity and repayment of loans and investment securities. Liability liquidity comes from the Company’s customer base, which provides core deposit growth. The overall liquidity position of the Company is closely monitored and evaluated regularly. Management believes the Company’s liquidity sources at March 31, 2011, are adequate to meet its operating needs in 2011 and our liquidity positions are sufficient to meet our liquidity needs in the near term.

Financial Condition

Assets. Total assets decreased to $696,590,000 at March 31, 2011 from $714,639,000 at December 31, 2010, a decrease of $18,049,000. The principal source of this decrease was the netpaydown and payoff of $10,633,000 in net loans and a reduction of $11,548,000 in our cash and due from banks, which was partiallyoffset by anincrease of $5,672,000 in securities available-for-sale.
 
 
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Loans. Gross loans (before loan fees (cost)) at March 31, 2011 were $473,810,000, adecrease of $10,862,000 or 2.24% from December 31, 2010. Gross commercial real estateloans decreased $3,023,000,real estate construction loans increased $3,551,000, real estate multi- family loans decreased $1,102,000, real estate loans secured by 1 to 4 family residences increased $6,225,000, commercial & industrial loans decreased $16,561,000, and consumer loans increased by $48,000. The loan portfolio breakdown was as follows:
 
TABLE 5
  LOAN PORTFOLIO
   
March 31
   
 
   
December 31
   
 
(Dollar amounts in thousands)
 
2011
   
Percent
 
2010
   
Percent
Commercial real estate
  $ 275,843     58 %   $ 278,866     56 %
Real estate construction
    31,128     7 %     27,577     6 %
Real estate multi family
    41,482     9 %     42,584     9 %
Real estate 1 to 4 family
    77,688     16 %     71,463     15 %
Commercial & industrial
    44,932     9 %     61,493     13 %
Consumer loans
    2,737     1 %     2,689     1 %
Gross loans
    473,810     100 %     484,672     100 %
Net deferred loan (fees)
    (281 )   0 %     (320 )   0 %
Total
  $ 473,529     100 %   $ 484,352     100 %

Allowance for loan losses. Management of the Company is responsible for assessing the overall risks within the Bank’s loan portfolio, assessing the specific loss expectancy, and determining the adequacy of the allowance for loan losses. The level of the allowance is deter-mined by internally generating credit quality ratings, reviewing economic conditions in the Company’s market area, and considering the Company’s historical loan loss experience. TheCompany’s management considers changes in national and local economic conditions, as well as the condition of various market segments. It also reviews any changes in the nature and volume of the portfolio. Management watches for the existence and effect of any concentrations of credit, and changes in the level of such concentrations. It also reviews the effect of external factors, such as competition and legal and regulatory requirements. Finally, the Company is committed to maintaining an adequate allowance, identifying credit weaknesses by consistent review of loans, and maintaining the ratings and changing those ratings in a timely manner as circumstances change.

A summary of transactions in the allowance for loan losses for the three months ended March 31, 2011, and the three months ended March 31, 2010 is as follows:
 
TABLE 6
 
ALLOWANCE FOR LOAN LOSSES
 
   
Three months ended
   
Three months ended
 
(Dollar amounts in thousands)
 
March 31, 2011
   
March 31, 2010
 
Balance, beginning of period
  $ 9,524     $ 9,829  
Provision for loan losses
    450       250  
Recoveries
    13       26  
Amounts charged off
    (203 )     (1,009 )
Balance, end of period
  $ 9,784     $ 9,096  

 
29

 

During the first quarter of 2011, there was a provision of $450,000,compared to $250,000 in the first quarter of 2010. The increase in the provision was considered necessary given the existing risk levels within the Bank’s loan portfolio. Loan charge-off levels have declined year over year, yet remain above historic norms.

In management’s judgment, the allowance is adequate to absorb losses currently inherent in the loan portfolio at March 31, 2011. However, changes in prevailing economic conditions in the Company’s markets or in the financial condition of its customers could result in changes in the level of nonperforming assets and charge-offs in the future and, accordingly, changes in the allowance.

The allowance is affected by a number of factors, and does not necessarily move in tandem with the level of gross loans outstanding. Management continues to monitor the factors that affect the allowance, and is prepared to make adjustments as they become necessary.

       
Allowance for Credit Losses and Recorded Investment in Loans
 
        For the Year Ended March 31, 2011  
(Dollar amounts in thousands)
                         
                         Real estate              
     
Commercial
   
Commercial
   
Real estate
   
1 to 4
             
     
& industrial
   
Real Estate
   
Construction
   
family
   
Consumer
   
Total
 
Allowance for credit losses
                                                   
                                                     
Beginning balance
      $ 2,102     $ 4,103     $ 1,999     $ 1,233     $ 87     $ 9,524  
Charge-offs
        (200 )                       (3 )     (203 )
Recoveries
        4             9                   13  
Provision
        (301 )     257       97       372       25       450  
Ending balance
      $ 1,605     $ 4,360     $ 2,105     $ 1,605     $ 109       9,784  
                                                     
Ending balance: individually evaluated for impairment
      $ 438     $ 492     $ 368     $ 198     $ 16       1,512  
                                                     
Ending balance: collectively evaluated for impairment
      $ 1,167     $ 3,868     $ 1,737     $ 1,407     $ 93       8,272  
                                                     
Loans:
                                                   
Ending balance
      $ 44,932     $ 317,325     $ 31,128     $ 77,688     $ 2,737       473,810  
                                                     
Ending balance: individually evaluated for impairment
      $ 8,105     $ 8,357     $ 8,927     $ 3,308     $ 30       28,727  
                                                     
Ending balance: collectively evaluated for impairment
      $ 36,827     $ 308,968     $ 22,201     $ 74,380     $ 2,707       445,083  

Nonperforming assets. Nonperforming assets consist of nonaccrual loans, loans that are 90 days or more past due but are still accruing interest and other real estate owned. At March 31, 2011, there was$22,233,000 in nonperforming assets,compared to $23,392,000 at December 31, 2010. Nonaccrual loans were $16,621,000 at March 31, 2011, compared to $16,712,000 at December 31, 2010. There were no loans past due 90 days and still accruing at either date.

There was $5,612,000 in Other Real Estate Owned at March 31, 2011, and $6,680,000 at December 31, 2010.During the first quarter of 2011 the Bank sold one property and did not foreclose on any new loans. Management intends to aggressively market these properties. While management believes these properties will sell, there can be no assurance that these properties 7will sell quickly given the current real estate market, nor can the expected sales price be accurately predicted.

 
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Deposits. Total deposits at March 31, 2011, were $609,442,000 compared to $628,440,000 on December 31, 2010. Of these totals, noninterest-bearing demand deposits were $134,446,000 or 22.1% of the total on March 31, 2011, and $137,237,000 or 21.8% on December 31, 2010. Time deposits were $113,716,000 on March 31, 2011, and $125,400,000 on December 31, 2010. The reduction in deposit balances during the first quarter of 2011, in the opinion of management, is related to our deposit customers de-leveraging their personal and business balance sheets.

The following table sets forth the maturity schedule of the time certificates of deposit on March31, 2011:

TABLE 7
                 
                   
(Dollar amounts in thousands)
 
Under
    $100,000        
Maturities
  $100,000    
or more
   
Total
 
Three months or less
  $ 14,263     $ 25,791     $ 40,054  
Over three through six months
    8,917       17,535       26,452  
Over six through twelve months
    8,687       20,055       28,742  
Over twelve months
    9,908       8,560       18,468  
Total
  $ 41,775     $ 71,941     $ 113,716  
 
Regulatory Capital.The following table shows the risk-based capital ratios and leverage ratios at March 31, 2011 and December 31, 2010 for the Bank:
 
TABLE 8
             
Minimum “Well
   
March 31,
 
December 31,
 
Capitalized”
Regulatory Capital Ratios
 
2011
 
2010
 
Requirements
Total Regulatory Capital Ratio
  15.22 %   14.85 % 10.00 %
Tier 1 Capital Ratio
  13.97 %   13.60 % 6.00 %
Leverage Ratios
  10.80 %   10.46 % 5.00 %

As a result of a regularly scheduled Office of the Comptroller of the Currency (“OCC”) examination during 2010, management and the Board of Directors have informally agreed with the OCC totake actions to further strengthen and improve asset quality and capital adequacy, including, among other things, to: maintain a minimum leverage capital ratio of 9% and total risk-based capital ratio of 12%; seek OCC approval and concurrence before declaring any dividends on common or preferred shares; to reduce the level of risk in the commercial real estate (“CRE”) segment of our loan portfolio; and strengthen the documentation of our analysis and review of the adequacy of our allowance for loan losses.

Liquidity. Liquidity is a measure of the Company’s ability to convert assets into cash with minimal loss. As of March 31, 2011, liquid assets were $181,187,000, or 26.0% of total assets. As of December 31, 2010, liquid assets were $187,063,000, or 26.2% of total assets. Liquidity consists of cash and due from banks, federal funds sold, and securities available-for-sale. The Company’s primary uses of funds are loans, and the primary sources of funds are deposits. The Company also has federal funds borrowing facilities totaling $45,000,000, a Federal Home Loan Bank line up to 30% of total assets, and a Federal Reserve Bank borrowing facility.
 
 
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The relationship between total net loans and total deposits is a useful additional measure of liquidity.A higher loan to deposit ratio may lead to a loss of liquid assets in the future. This must be balanced against the fact that loans represent the highest interest earning assets. A lower loan to deposit ratio means lower potential income. On March 31, 2011,and December 31, 2010, respectively, net loans were at 76% of deposits.

Off-Balance Sheet Items

The Company has certain ongoing commitments under operating leases. These commitments do not significantly impact operating results. As of March 31, 2011 and December 31, 2010, commitments to extend credit and letters of credit were the only financial instruments with off-balance sheet risk. The Company has not entered into any contracts for financial derivative instruments such as futures, swaps, options or similar instruments. Loan commitments and letters of credit were $102,450,000 and $96,083,000 at March 31, 2011 and December 31, 2010, respectively. As a percentage of net loans, these off-balance sheet items represent 22.1% and20.2% respectively.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss to future earnings, to fair values of assets or to future cash flows that may result from changes in the price or value of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates and other market conditions. Market risk is attributed to all market risk sensitive financial instruments, including loans, investment securities, deposits and borrowings. The Company does not engage in trading activities or participate in foreign currency transactions for its own account. Accordingly, exposure to market risk is primarily a function of asset and liability management activities and of changes in market rates of interest. Changes in rates can cause or require increases in the rates paid on deposits that may take effect more rapidly or may be greater than the increases in the interest rates that the Company is able to charge on loans and the yields that it can realize on its investments. The extent of that market risk depends on a number of variables including the sensitivity to changes in market interest rates and the maturities of the Company’s interest earning assets and deposits.

Item 4T. Controls and Procedures.

(a)           Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management as of the end of the Company’s fiscal quarter ended March 31, 2011. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

 
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(b)           Internal Control Over Financial Reporting: An evaluation of any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), that occurred during the Company’s fiscal quarter ended March 31, 2011, was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that no change identified in connection with such evaluation has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

There are no material legal proceedings adverse to the Company or First National Bank to which any director, officer, affiliate of the Company, or 5% stockholder of the Company, or any associate of any such director, officer, affiliate or 5% stockholder of the Company are a party, and none of the foregoing persons has a material interest adverse to the Company or First National Bank.

From time to time, the Company and/or First National Bank are a party to claims and legal proceedings arising in the ordinary course of business. The Company’s management is not aware of any material pending legal proceedings to which either it or First National Bank may be a party or has recently been a party, which will have a material adverse effect on the financial condition or results of operations of the Company and First National Bank, taken as a whole.

Item 1A. Risk Factors

During the course of normal operations, the Bank and the Company manage a variety of risks including, but not limited to, credit risk, operational risk, interest rate risk and regulatory compliance risk. For a more complete discussion of the risk factors facing the Bank and the Company, please refer to the section entitled “Item 1A – Risk Factors” in the Company’s December 31, 2010 Form 10K.

On May 10, 2010, in connection with a regularly scheduled examination of the Bank by the OCC, the Bank entered into an informal Memorandum of Agreement (“Bank MOU”) with the OCC, covering actions to be taken by the Board of Directors and management to (i) reduce a high level of problem and non-performing assets, (ii) to enhance procedures for managing the risks associated with a concentration of credit in commercial real estate loans, and (iii) to maintain an adequate allowance for loan and lease losses. The Bank MOU also restricts the ability of the Bank to declare dividends and requires the formation of a Compliance Committee to monitor compliance with the MOU and submit quarterly progress reports to the OCC. Also, by letter dated June 9, 2010, the OCC notified the Board of Directors of its determination that the Bank must maintain, on an ongoing basis, a minimum ratio of Tier 1 capital to adjusted total assets of 9% and a minimum ratio of total risk-based capital to risk-weighted assets of 12%.

On June 23, 2010, the Company entered into a Memorandum of Understanding (“Company MOU”) with the Federal Reserve Bank of San Francisco (the “Reserve Bank”), agreeing that, without prior approval of the Reserve Bank, the Company would not (a) receive dividends or any other reduction of capital from the Bank; (b) pay any dividends (including TARP dividends) or make any other capital distributions; (c) incur, renew, increase or guarantee any debt; (d) issue any trust preferred securities; (e) purchase, redeem or otherwise acquire any of its stock; (f) appoint any new director or senior executive officer; or (g) make or agree to make any indemnification or severance payments in the nature of a “golden parachute.”
 
 
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On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was signed into law. The purpose of this legislation was to bring about regulatory changes and oversight that would help stop past abuses from recurring in the future. This legislation gives new powers to the FDIC and the Federal Reserve Bank that they may use in the execution of their duties as regulators and overseers of the banking industry. It also created a new federal consumer protection agency named the Consumer Financial Protection Bureau (“CFPB”). All existing consumer laws and regulations will be transferred to the CFPB. This Act is expected to enable regulators to issue numerous new banking regulations and requirements that have not yet been fully developed or promulgated. The ultimate effect the Act has on the Company’s operations will ultimately be determined by the significance of the new banking regulations that are issued as a result of the Act.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

c) ISSUER PURCHASES OF EQUITY SECURITIES

On August 24, 2007 the Board of Directors of the Company authorized a stock repurchase program which calls for the repurchase of up to five percent (5%) of the Company’s then outstanding 2,863,635 shares of common stock, or 143,182 shares. There were no repurchases during the quarter ended March 31, 2011. There were 10,457 shares remaining that may be repurchased under this Plan as of March 31, 2011. Effective February 27, 2009, based on the Purchase Agreement with the U. S. Treasury, the Company may not repurchase Company common stock so long as the Treasury’s Preferred Stock investment is outstanding.

Item 6.Exhibits

Exhibits
31: Rule 13a-14(a)/15d-14(a) Certifications
32: Section 1350  Certifications
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
FNB BANCORP
   
    (Registrant)
     
Dated:
   
     
May 11, 2011.
By:
/s/ Thomas C. McGraw
   
Thomas C. McGraw
   
Chief Executive Officer
   
(Authorized Officer)
     
 
By:
/s/ David A. Curtis
   
David A. Curtis
   
Senior Vice President
   
Chief Financial Officer
   
(Principal Financial Officer)

 
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