FNB BANCORP/CA/ - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - FNB BANCORP/CA/	ex31_1.htm
EX-32 - EXHIBIT 32 - FNB BANCORP/CA/	ex32.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 June 30, 2015

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). x 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 x

	Non-accelerated filer o	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 July 31, 2015: 4,307,489 shares.

FNB BANCORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


	Page No
PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (unaudited):

Consolidated Balance Sheets	3

Consolidated Statements of Earnings	4

Consolidated Statements of Comprehensive Earnings	5

Consolidated Statements of Cash Flows	6

Notes to Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3. Quantitative and Qualitative Disclosures about Market Risk	48

Item 4. Controls and Procedures	48

PART II OTHER INFORMATION	49

Item 1. Legal Proceedings	49

Item 1A. Risk Factors	49

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3. Defaults Upon Senior Securities	49

Item 4. Mine Safety Disclosures	49

Item 5. Other Information	49

Item 6. Exhibits	50

SIGNATURES	50

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

FNB BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS


	June 30,		December 31,
(Dollar amounts in thousands)	2015		2014
Cash and due from banks	$	91,662	$	14,978
Interest-bearing time deposits with financial institutions		2,138		2,784
Securities available-for-sale, at fair value		295,171		264,881
Loans, net of allowance for loan losses of $9,836 and $9,700 on June 30, 2015 and December 31, 2014		571,665		583,715
Bank premises, equipment, and leasehold improvements, net		10,527		10,951
Bank owned life insurance		12,681		12,510
Other equity securities		6,069		5,769
Accrued interest receivable		3,909		3,725
Other real estate owned, net		806		763
Goodwill		1,841		1,841
Prepaid expenses		922		1,045
Other assets		12,437		14,202
Total assets	$	1,009,828	$	917,164

Liabilities and Stockholders’ Equity

Deposits
Demand, noninterest bearing	$	249,420	$	202,811
Demand, interest bearing		101,693		89,548
Savings and money market		437,092		394,676
Time		104,935		105,159
Total deposits		893,140		792,194

Federal Home Loan Bank advances		—		9,000
Note payable		5,250		5,550
Accrued expenses and other liabilities		11,001		13,332
Total liabilities		909,391		820,076

Stockholders’ equity
Common stock, no par value, authorized 10,000,000 shares; issued and outstanding 4,305,987 shares at June 30, 2015 and 4,259,306 shares at December 31, 2014		67,597		66,791
Retained earnings		31,452		28,729
Accumulated other comprehensive income, net of tax		1,388		1,568
Total stockholders’ equity		100,437		97,088
Total liabilities and stockholders’ equity	$	1,009,828	$	917,164

See accompanying notes to consolidated financial statements.

FNB BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

(Dollar amounts and average shares are in thousands, except earnings per share amounts)


	Three months ended					Six months ended
	June 30,					June 30,
	2015			2014		2015			2014
Interest income:
Interest and fees on loans	$	7,855		$	7,897	$	15,565		$	15,524
Interest on taxable securities		843			851		1,673			1,694
Interest on tax-exempt securities		589			492		1,103			980
Interest on time dep w /other financial institutions		13			27		27			46
Total interest income		9,300			9,267		18,368			18,244
Interest expense:
Interest on deposits		538			484		992			945
Interest on FHLB advances		—			3		1			11
Interest on note payable		57			68		116			68
Total interest expense		595			555		1,109			1,024
Net interest income		8,705			8,712		17,259			17,220
Provision for loan losses		75			—		150			75
Net interest income after provision for loan losses		8,630			8,712		17,109			17,145
Noninterest income:
Service charges		627			647		1,238			1,284
Net gain on sale of available-for-sale securities		152			28		221			39
Bank owned life insurance earnings		87			90		171			186
Other income		401			215		715			517
Total noninterest income		1,267			980		2,345			2,026
Noninterest expense:
Salaries and employee benefits		4,111			4,177		8,413			8,395
Occupancy expense		646			694		1,314			1,374
Equipment expense		410			406		815			797
Professional fees		354			501		741			1,032
FDIC assessment		150			180		300			360
Telephone, postage and supplies		256			313		545			599
Advertising		170			136		269			221
Data processing expense		147			134		281			279
Low income housing expense		71			110		142			220
Surety insurance		88			67		176			134
Directors expense		72			63		144			126
Loss (gain) on sale of other real estate owned, net		—			60		—			(220	)
Other real estate owned (recovery) expense, net		(6	)		11		(6	)		88
Other expense		320			358		598			647
Total noninterest expense		6,789			7,210		13,732			14,052
Earnings before provision for income tax expense		3,108			2,482		5,722			5,119
Provision for income tax expense		1,037			853		1,852			1,656
Net earnings		2,071			1,629		3,870			3,463
Dividends and discount accretion on preferred stock		—			—		—			170
Net earnings available to common stockholders	$	2,071		$	1,629	$	3,870		$	3,293

Earnings per share data:
Basic	$	0.48		$	0.39	$	0.90		$	0.78
Diluted	$	0.47		$	0.37	$	0.88		$	0.76
Weighted average shares outstanding:
Basic		4,296			4,230		4,285			4,207
Diluted		4,415			4,367		4,409			4,349

See accompanying notes to consolidated financial statements.

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


(Dollar amounts in thousands)	Three months ended						Six months ended
	June 30,						June 30,
	2015			2014			2015			2014
Net earnings	$	2,071		$	1,629		$	3,870		$	3,463
Unrealized holding gain (loss) on available-for-sale securities, net of tax benefit of $954 and $34 for three and six months ended June 30, 2015, and net of tax benefit of $1,034 and $1,754 for three and six months ended June 30, 2014.		(1,373	)		1,487			(50	)		2,522
Reclassification adjustment for gain on available-for-sale securities sold, net of tax of $63 and $91 for three and six months ended June 30, 2015, and $11 and $16 for three and six months ended June 30, 2014, respectively		(89	)		(17	)		(130	)		(23	)
Other Comprehensive (Loss) Earnings		(1,462	)		1,470			(180	)		2,499

Total comprehensive earnings	$	609		$	3,099		$	3,690		$	5,962

See accompanying notes to consolidated financial statements.

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


(Dollar amounts in thousands)	Six months ended
	June 30
	2015			2014
Cash flow from operating activities:
Net earnings	$	3,870		$	3,463
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net gain on sale of securities available-for-sale		(221	)		(39	)
Gain on sale of other real estate owned, net		—			(220	)
Depreciation, amortization and accretion		1,668			1,730
Stock-based compensation expense		122			139
Earnings on bank owned life insurance		(171	)		(186	)
Decrease in net deferred loan fees		(45	)		(18	)
Provision for loan losses		150			75
(Increase) decrease in accrued interest receivable		(184	)		134
Decrease in prepaid expense		123			197
Decrease in other assets		1,765			661
Decrease in accrued expenses and other liabilities		(2,765	)		(33	)
Net cash provided by operating activities		4,312			5,903

Cash flows from investing activities:
Purchase of securities available-for-sale		(62,042	)		(18,791	)
Proceeds from matured/called/sold securities available-for-sale		30,565			18,138
Investment, net of redemption, in other equity securities		(300	)		(276	)
Redemption of time deposits of other banks		646			1,082
Proceeds from sale of other real estate owned		—			1,461
Net investment in other real estate owned		(43	)		(77	)
Net decrease (increase) in loans		11,945			(4,746	)
Purchases of bank premises, equipment, leasehold improvements		(141	)		(526	)
Net cash provided by investing activities		(19,370	)		(3,735	)

See accompanying notes to consolidated financial statements.

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


	Six months ended
	June 30
	2015			2014
Cash flows from financing activities:
Net increase in demand and savings deposits	$	101,170		$	34,011
Net decrease in time deposits		(224	)		(17,404	)
Decrease in FHLB advances		(9,000	)		(8,000	)
Proceeds from note payable		—			6,000
Principal reduction of note payable		(300	)		(150	)
Dividends paid on common stock		(588	)		(403	)
Exercise of stock options		684			1,073
Redemption of preferred stock series C		—			(9,450	)
Dividends paid on preferred stock series C		—			(170	)
Net cash provided by financing activities		91,742			5,507
NET INCREASE IN CASH AND CASH EQUIVALENTS		76,684			7,675
Cash and cash equivalents at beginning of period		14,978			14,007
Cash and cash equivalents at end of period	$	91,662		$	21,682

Additional cash flow information:
Interest paid		1,087			1,009
Income taxes paid		2,889			1,537

Non-cash investing and financing activities:
Accrued dividends		559			445
Change in unrealized (loss) gain in available-for-sale securities, net of tax		(180	)		2,499
OREO sale funded by loan origination		—			3,400

See accompanying notes to consolidated financial statements.

FNB BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(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, San Francisco and Santa Clara 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 consolidated 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 consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto for the year ended December 31, 2014. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year information has been reclassified to conform to current year presentation. The reclassifications had no impact on consolidated net earnings or stockholders’ equity.

NOTE B – STOCK OPTION PLANS

Stock option expense is recorded based on the fair value of option contracts issued. The fair value is determined using an option pricing model that considers 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 June 30, 2015 and 2014 was $61,000 and $69,000, respectively. The amount of compensation expense recorded for the six months ended June 30, 2015 and 2014 was $122,000 and $139,000, respectively. There was no income tax benefit recognized from stock options exercised during the quarter and year to date ended June 30, 2015, but there was an income tax benefit recognized for stock options exercised of $245,000 for the quarter and year to date ended June 30, 2014.

The intrinsic value for options exercised during the six months ended June 30, 2015 was $625,000. The intrinsic value for options exercisable as of June 30, 2015 was $3034,000. The intrinsic value for options exercised during the six months ended June 30, 2014 was $259,000. The intrinsic value of options exercisable at June 30, 2014 was $2,897,000. There were no options granted for the first six months ended June 30, 2015 and 2014, respectively.

The amount of total unrecognized compensation expense related to non-vested options at June 30, 2015 was $611,000, and the weighted average period over which it will be amortized is 3.2 years.

NOTE C – EARNINGS PER 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 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. The number of potential common shares included in the quarterly diluted EPS is computed using the average market price during the three months included in the reporting period under the treasury stock method. The number of potential common shares included in year-to-date diluted EPS is a year-to-date weighted average of potential shares included in each quarterly diluted EPS computation. All common stock equivalents are anti-dilutive when a net loss occurs. A 5% stock dividend was declared in the fourth quarter of 2014, and prior per share amounts have been adjusted to reflect the 5% stock dividend.

Earnings per share have been computed based on the following:


(All amounts in thousands)	Three months ended				Six months ended
	June 30,				June 30,
	2015		2014		2015		2014
Net earnings	$	2,071	$	1,629	$	3,870	$	3,463
Dividends and discount accretion on preferred stock		—		—		—		(170	)
Net earnings available to common stockholders	$	2,071	$	1,629	$	3,870	$	3,633

Average number of shares outstanding		4,296		4,230		4,285		4,207
Effect of dilutive options		119		130		124		135
Average number of shares outstanding used to calculate diluted earnings per share		4,415		4,367		4,409		4,349

Anti-dilutive options not included		93,751		65,940		94,882		258,741

NOTE D – SECURITIES AVAILABLE FOR SALE

The amortized cost and fair values of securities available-for-sale are as follows:


(Dollar amounts in thousands)	Amortized		Unrealized		Unrealized			Fair
	cost		gains		losses			value
June 30, 2015:
U.S. Treasury securities	$	5,996	$	27	$	(4	)	$	6,019
Obligations of U.S. government agencies		78,545		354		(126	)		78,773
Mortgage-backed securities		66,150		909		(497	)		66,562
Obligations of states and political subdivisions		109,615		2,208		(567	)		111,256
Corporate debt		32,512		165		(116	)		32,561
	$	292,818	$	3,663	$	(1,310	)	$	295,171
December 31, 2014:
U.S. Treasury securities	$	3,975	$	12	$	(29	)	$	3,958
Obligations of U.S. government agencies		63,090		270		(298	)		63,062
Mortgage-backed securities		78,076		1,002		(661	)		78,417
Obligations of states and political subdivisions		82,151		2,534		(143	)		84,542
Corporate debt		34,931		176		(205	)		34,902
	$	262,223	$	3,994	$	(1,336	)	$	264,881

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of June 30, 2015 and December 31, 2014, 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
June 30, 2015
U. S. Treasury securities	$	—	$	—		$	2,034	$	(4	)	$	2,034	$	(4	)
Obligations of U.S. government agencies		22,189		(71	)		6,992		(55	)		29,181	$	(126	)
Mortgage-backed securities		15,298		(177	)		14,989		(320	)		30,287		(497	)
Obligations of states and political subdivisions		36,204		(517	)		1,831		(50	)		38,035		(567	)
Corporate debt		9,390		(97	)		2,483		(19	)		11,873		(116	)
Total	$	83,081	$	(862	)	$	28,329	$	(448	)	$	111,410	$	(1,310	)

(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
December 31, 2014:
U. S. Treasury securities	$	—	$	—		$	2,015	$	(29	)	$	2,015	$	(29	)
Obligations of U.S. government agencies		13,178		(43	)		19,116		(255	)		32,294		(298	)
Mortgage-backed securities		5,056		(10	)		36,382		(651	)		41,438		(661	)
Obligations of states and political subdivisions		8,678		(49	)		5,696		(94	)		14,374		(143	)
Corporate debt		18,065		(125	)		4,919		(80	)		22,984		(205	)
Total	$	44,977	$	(227	)	$	68,128	$	(1,109	)	$	113,105	$	(1,336	)

At June 30, 2015, there were twenty-three securities in an unrealized loss position for twelve consecutive months or more. At the same date, there were eighty-five securities in an unrealized loss position for less than 12 consecutive months. Management periodically 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 changes in interest rates and the Company does not intend to sell nor expects it will 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 was other-than-temporarily impaired at June 30, 2015 and December 31, 2014.

The amortized cost and carrying value of available-for-sale debt securities as of June 30, 2015 by 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.

June 30, 2015:

(Dollar amounts in thousands)	Amortized		Fair
	Cost		Value
Available-for-sale:
Due in one year or less	$	13,123	$	13,230
Due after one through five years		126,436		127,345
Due after five years through ten years		124,134		125,118
Due after ten years		29,125		29,478
	$	292,818	$	295,171

For the six months ended June 30, 2015 and June 30, 2014, respectively, gross realized gains amounted to $221,000 and $39,000, on securities sold for $19,228,000 and $5,067,000, respectively. For the six months ended June 30, 2015 and June 30, 2014, there were no gross realized losses. For the three months ended June 30, 2015 and June 30, 2014, respectively, gross realized gains amounted to $152,000 and $28,000 on securities sold for $1,916,000 and $4,044,000 respectively. For the three months ended June 30, 2015 and June 30, 2014, there were no gross realized losses.

At June 30, 2015, securities with an amortized cost of $106,152,000 and fair value of $107,069,000 were pledged as collateral for public deposits and for other purposes required by law.

NOTE E - LOANS

Loans are summarized as follows at June 30, 2015 and December 31, 2014:


								Total
(Dollar amounts in thousands)	FNB							Balance
	Bancorp							June 30,
June 30, 2015	Originated			PNCI		PCI		2015
Commercial real estate	$	298,454		$	30,528	$	1,321	$	330,303
Real estate construction		30,744			1,904		—		32,648
Real estate multi-family		41,620			9,993		—		51,613
Real estate 1 to 4 family		123,811			4,089		—		127,900
Commercial & industrial		29,649			8,096		—		37,745
Consumer loans		1,696			—		—		1,696
Gross loans		525,974			54,610		1,321		581,905
Net deferred loan fees		(404	)		—		—		(404	)
Allowance for loan losses		(9,836	)				—		(9,836	)
Net loans	$	515,734		$	54,610	$	1,321	$	571,665

								Total
(Dollar amounts in thousands)	FNB							Balance
	Bancorp							December 31,
December 31, 2014	Originated			PNCI		PCI		2014
Commercial real estate	$	285,252		$	31,852	$	1,323	$	318,427
Real estate construction		37,827			1,944		—		39,771
Real estate multi-family		43,379			10,445		—		53,824
Real estate 1 to 4 family		123,522			5,210		—		128,732
Commercial & industrial		42,551			9,111		—		51,662
Consumer loans		1,448			—		—		1,448
Gross loans		533,979			58,562		1,323		593,864
Net deferred loan fees		(449	)		—		—		(449	)
Allowance for loan losses		(9,700	)		—		—		(9,700	)
Net loans	$	523,830		$	58,562	$	1,323	$	583,715

Note: PNCI means Purchased, Not Credit Impaired. PCI means Purchased, Credit Impaired.

	Allowance for Credit Losses
	For the Three Months Ended June 30, 2015
(Dollar amounts in thousands)
						Real			Real
						Estate			Estate
	Commercial		Real Estate			Multi			1 to			Commercial
	Real estate		Construction			family			4 family			& industrial			Consumer			Total
Allowance for credit losses
Beginning balance	$	5,305	$	1,420		$	152		$	1,845		$	961		$	61		$	9,744
Charge-offs		—		—			—			—			—			(5	)		(5	)
Recoveries		16		—			—			—			5			1			22
Provision		706		(723	)		46			169			(118	)		(5	)		75
Ending balance	$	6,027	$	697		$	198		$	2,014		$	848		$	52		$	9,836

Ending balance: individually evaluated for impairment	$	133	$	—		$	—		$	526		$	236		$	8		$	903
Ending balance: collectively evaluated for impairment	$	5,894	$	697		$	198		$	1,488		$	612		$	44		$	8,933

	Allowance for Credit Losses
	For the Six Months Ended June 30, 2015
(Dollar amounts in thousands)
						Real			Real
						Estate			Estate
	Commercial		Real Estate			Multi			1 to			Commercial
	Real Estate		Construction			family			4 family			& industrial			Consumer			Total
Allowance for credit losses
Beginning balance	$	5,549	$	849		$	206		$	1,965		$	1,073		$	58		$	9,700
Charge-offs		—		—			—			(45	)		—			(11	)		(56	)
Recoveries		22		—			—			1			18			1			42
Provision		456		(152	)		(8	)		93			(243	)		4			150
Ending balance	$	6,027	$	697		$	198		$	2,014		$	848		$	52		$	9,836

Ending balance: individually evaluated for impairment	$	133	$	—		$	—		$	526		$	236		$	8		$	903
Ending balance: collectively evaluated for impairment	$	5,894	$	697		$	198		$	1,488		$	612		$	44		$	8,933

	Recorded Investment in Loans at June 30, 2015

(Dollar amounts in thousands)
					Real		Real
					Estate		Estate
	Commercial		Real Estate		Multi		1 to		Commercial
	Real Estate		Construction		family		4 family		& industrial		Consumer		Total

Loans:
Ending balance	$	330,303	$	32,648	$	51,613	$	127,900	$	37,745	$	1,696	$	581,905
Ending balance: individually evaluated for impairment	$	9,544	$	2,364	$	—	$	4,843	$	1,938	$	59	$	18,748
Ending balance: collectively evaluated for impairment	$	320,759	$	30,284	$	51,613	$	123,057	$	35,807	$	1,637	$	563,157


	Recorded Investment in Loans at December 31, 2014

(Dollar amounts in thousands)
					Real		Real
					Estate		Estate
	Commercial		Commercial		Multi		1 to		Commercial
	Real Estate		Construction		family		4 family		& industrial		Consumer		Total

Loans:
Ending balance	$	318,427	$	39,771	$	53,824	$	128,732	$	51,662	$	1,448	$	593,864
Ending balance: individually evaluated for impairment	$	9,530	$	2,373	$	—	$	4,333	$	2,315	$	64	$	18,615
Ending balance: collectively evaluated for impairment	$	308,897	$	37,398	$	53,824	$	124,399	$	49,347	$	1,384	$	575,249

	Allowance for Credit Losses
	For the Three Months Ended June 30, 2014
(Dollar amounts in thousands)
							Real		Real
							Estate		Estate
	Commercial			Real Estate			Multi		1 to		Commercial
	Real estate			Construction			family		4 family		& industrial			Consumer			Total
Allowance for credit losses

Beginning balance	$	5,624		$	735		$	369	$	1,835	$	1,268		$	66		$	9,897
Charge-offs		—			(183	)		—		—		—			(20	)		(203	)
Recoveries		1,051			—			—		1		110			3			1,165
Provision		(460	)		165			96		414		(212	)		(3	)		—
Ending balance	$	6,215		$	717		$	465	$	2,250	$	1,166		$	46		$	10,859

Ending balance: individually evaluated for impairment	$	128		$	—		$	—	$	481	$	151		$	—		$	760
Ending balance: collectively evaluated for impairment	$	6,087		$	717		$	465	$	1,769	$	1,015		$	46		$	10,099

	Allowance for Credit Losses
	For the Six months Ended June 30, 2014
(Dollar amounts in thousands)
							Real		Real
							Estate		Estate
	Commercial			Real Estate			Multi		1 to			Commercial
	Real estate			Construction			family		4 family			& industrial			Consumer			Total
Allowance for credit losses

Beginning balance	$	5,763		$	734		$	293	$	1,788		$	1,237		$	64		$	9,879
Charge-offs		—			(183	)		—		(62	)		—			(31	)		(276	)
Recoveries		1,052			—			—		2			124			3			1,181
Provision		(600	)		166			172		522			(195	)		10			75
Ending balance	$	6,215		$	717		$	465	$	2,250		$	1,166		$	46		$	10,859

Ending balance: individually evaluated for impairment	$	128		$	—		$	—	$	481		$	151		$	—		$	760
Ending balance: collectively evaluated for impairment	$	6,087		$	717		$	465	$	1,769		$	1,015		$	46		$	10,099

	Recorded Investment in Loans at June 30, 2014

(Dollar amounts in thousands)
					Real		Real
					Estate		Estate
	Commercial		Real Estate		Multi		1 to		Commercial
	Real Estate		Construction		family		4 family		& industrial		Consumer		Total

Loans:
Ending balance	$	319,661	$	39,760	$	53,499	$	114,869	$	42,545	$	1,434	$	571,768

Ending balance: individually evaluated for impairment	$	9,043	$	2,382	$	—	$	3,847	$	4,133	$	9	$	19,414

Ending balance: collectively evaluated for impairment	$	310,618	$	37,378	$	53,499	$	111,022	$	38,412	$	1,425	$	552,354

	Impaired Loans
	As of and for the six months ended June 30, 2015

			Unpaid				Average
(Dollar amounts in thousands)	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized

With no related allowance recorded

Commercial real estate	$	4,411	$	5,292	$	—	$	4,437	$	125
Commercial real estate construction		2,364		2,547		—		2,368		68
Residential- 1 to 4 family		1,478		1,481		—		1,283		31
Commercial and industrial		546		791		—		743		18
Consumer		—		—		—		—		—
Total		8,799		10,111		—		8,831		242

With an allowance recorded
Commercial real estate	$	5,133	$	5,138	$	133	$	5,172	$	130
Commercial real estate construction		—		—		—		—		—
Residential- 1 to 4 family		3365		3383		526		3,397		69
Commercial and industrial		1,392		1,740		236		1,563		23
Consumer		59		59		8		61		4
Total		9,949		10,320		903		10,193		226

Total
Commercial real estate	$	9,544	$	10,430	$	133	$	9,609	$	255
Commercial real estate construction		2,364		2,547		—		2,368		68
Residential - 1 to 4 family		4,843		4,864		526		4,680		100
Commercial and industrial		1,938		2,531		236		2,306		41
Consumer		59		59		8		61		4
Grand total	$	18,748	$	20,431	$	903	$	19,024	$	468

	Impaired Loans
	As of and for the year ended December 31, 2014

			Unpaid				Average
(Dollar amounts in thousands)	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized

With no related allowance recorded
Commercial real estate	$	4,462	$	5,333	$	—	$	4,473	$	304
Commercial real estate construction		2,373		2,556		—		1,846		150
Residential- 1 to 4 family		1,594		1,737		—		1,379		67
Commercial and industrial		582		939		—		788		54
Consumer		—		—		—		—		—
Total		9,011		10,565		—		8,486		575

With an allowance recorded
Commercial real estate	$	5,068	$	5,071	$	101	$	5,127	$	258
Residential- 1 to 4 family		2,739		2,754		432		2,759		111
Commercial and industrial		1,733		2,100		225		1,907		33
Consumer		64		64		8		67		5
Total		9,604		9,989		766		9,860		407

Total
Commercial real estate	$	9,530	$	10,404	$	101	$	9,600	$	562
Commercial real estate construction		2,373		2,556		—		1,846		150
Residential- 1 to 4 family		4,333		4,491		432		4,138		178
Commercial and industrial		2,315		3,039		225		2,695		87
Consumer		64		64		8		67		5
Grand total	$	18,615	$	20,554	$	766	$	18,346	$	982

Nonaccrual loans totaled $6,020,000 and $5,648,000 as of June 30, 2015 and December 31, 2014. The difference between impaired loan and nonaccrual loan classifications are loans that have been restructured and performing under modified loan agreements, and where principal and interest is considered to be collectible are considered impaired loans.

	Loans on Nonaccrual Status as of
(Dollar amounts in thousands)	June 30,		December 31,
	2015		2014
Commercial real estate	$	2,227	$	2,111
Real estate - 1 to 4 family		1,727		1,181
Commercial & industrial		2,007		2,292
Consumer		59		64
Total	$	6,020	$	5,648

Interest income on impaired loans of $468,000 was recognized for cash payments received during the six months ended June 30, 2015, and $982,000 was recognized for cash payments received during the year ended December 31, 2014, respectively. Interest income on impaired loans for cash payments received during the six month period ended June 30, 2014 was $455,000; for the three months ended June 30, 2015 it was $243,000, and for the three months ended June 30, 2014 it was $184,000. The amount of interest on impaired loans not collected for the six months ended June 30, 2015 was $198,000 and for the year ended December 31, 2014 was $398,000. For the six months ended June 30, 2014, it was $214,000; for the three months ended June 30, 2015, it was $92,000; for the three months ended June 30, 2014 it was $64,000. The cumulative amount of unpaid interest on impaired loans was $3,142,000 at June 30, 2015, and $3,829,000 at the year ended December 31, 2014. Average recorded investment in impaired loans for six months ended June 30, 2014 was $19,211,000. Average recorded investment in impaired loans for three months ended June 30, 2015 was $18,963,000, and for the three months ended June 30, 2014 was $21,963,000, and interest paid on impaired loans for 3 months for three months ended June 30, 2015 was $243,000. Interest paid for three months ended June 30, 2014 was $184,000. Total outstanding principal of troubled debt restructured loans as of June 30, 2015 was $16,025,000, of which $9,570,000 was commercial real estate loans, $1,295,000 was real estate construction loans, $3,450,000 was real estate one to four family, and $1,710,000 was commercial loans. Total outstanding principal of troubled debt restructured loans at December 31, 2014 was $16,517,000, of which $2,054,000 was commercial loans, $1,304,000 was real estate construction loans, $3,661,000 was real estate one to four family, and $9,498,000 was commercial real estate loans.

Troubled Debt Restructurings

	Total troubled debt restructured loans outstanding at
(dollars in thousands)	June 30, 2015						December 31, 2014
			Non-						Non-
	Accrual		accrual		Total		Accrual		accrual		Total
	status		status		modifications		status		status		modifications

Commercial real estate	$	7,462	$	2,108	$	9,570	$	7,407	$	2,091	$	9,498
Real Estate construction		1,295		—		1,295		1,304		—		1,304
Real estate 1 to 4 family		2,973		477		3,450		3,153		508		3,661
Commercial & industrial		—		1,710		1,710		294		1,760		2,054
Total	$	11,730	$	4,295	$	16,025	$	12,158	$	4,359	$	16,517

Modification Categories

The Company offers a variety of modifications to borrowers. The modification categories offered can generally be described in the following categories.

Rate Modification – A modification in which the interest rate is changed.

Term Modification – A modification in which the maturity date, timing of payments, or frequency of payments is changed.

Interest Only Modification – A modification in which the loan is converted to interest only payments for a period of time.

Payment Modification – A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.

As of June 30, 2015, there were no commitments for additional funding of troubled debt restructurings.

There were no new modifications for the three months ended June 30, 2015.

During the periods ended June 30, 2015, no loans defaulted that were modified as troubled debt restructurings within the previous twelve months.

The following table details modifications for the six months ended June 30, 2015:

Modifications

For the six months ended June 30, 2015

Pre-

Post-

Modification

Outstanding

Number of

Recorded

Contracts

Investment

(Dollar amounts in thousands)

Real estate 1 to 4 family

477

Total

477

All restructurings were a modification of interest rate and as a result payment.

The following table details modifications for the six months ended June 30, 2014:

	Modifications
	For the six months ended June 30, 2014
			Pre-		Post-
			Modification		Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
	Contracts		Investment		Investment
(Dollar amounts in thousands)
Commercial real estate		3	$	1,454	$	1,454
Real estate 1 to 4 family		1		572		572
Total		4	$	2,026	$	2,026

Modifications

For the three months ended June 30, 2014

Pre-

Post-

Modification

Outstanding

Number of

Recorded

Contracts

Investment

(Dollar amounts in thousands)

Commercial real estate

1,454

Total

1,454

During the period ended June 30, 2014, no loans defaulted that were modified as troubled debt restructurings within the previous twelve months following the date of restructure. All restructurings were a modification of interest rate and as a result payment. There were no principal reductions granted.

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.

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. These well-defined weaknesses may include 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.

Real Estate – Multi-Family

Our multi-family commercial real estate loans are secured by multi-family properties located primarily in San Mateo and San Francisco counties. These loans are made to investors where our primary source of repayment is from cash flows generated by the properties, through rent collections. The borrowers’ promissory notes are secured with recorded liens on the underlying properties. The borrowers would normally also be required to personally guarantee repayment of the loans. 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.

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.

Real Estate Construction Loans

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.

Real Estate-1 to 4 family 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 single family residential units. The Bank uses conservative underwriting standards in reviewing applications for credit. Risk of loss to the Bank is increased when borrowers lose their primary source of income and/or property values decline significantly.

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.

Consumer 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 lose their primary source of income, or file for relief from creditors through bankruptcy proceedings.

	Age Analysis of Past Due Loans
	As of June 30, 2015
(Dollar amounts in thousands)
	30-59		60-89
	Days		Days		Over		Total
	Past		Past		90		Past				Total
Originated	Due		Due		Days		Due		Current		Loans
Commercial real estate	$	—	$	612	$	143	$	755	$	297,699	$	298,454
Real estate construction		—		—		—		—		30,744		30,744
Real estate multi family		—		—		—		—		41,620		41,620
Real estate 1 to 4 family		110		—		509		619		123,192		123,811
Commercial and industrial		—		170		2,006		2,176		27,473		29,649
Consumer		—		—		—		—		1,696		1,696
Total	$	110	$	782	$	2,658	$	3,550	$	522,424	$	525,974

Purchased
Not credit impaired
Commercial real estate	$	108	$	1,898	$	—	$	2,006	$	28,522	$	30,528
Real estate construction		—		—		—		—		1,904		1,904
Real estate multi-family		—		—		—		—		9,993		9,993
Real estate 1 to 4 family		—		—		400		400		3,689		4,089
Commercial and industrial		—		—		—		—		8,096		8,096
Total	$	108	$	1,898	$	400	$	2,406	$	52,204	$	54,610

Credit impaired
Commercial real estate	$	—	$	—	$	—	$	—	$	1,321	$	1,321
Real estate construction		—		—		—		—		—		—
Real estate multi-family		—		—		—		—		—		—
Real estate 1 to 4 family		—		—		—		—		—		—
Commercial and industrial		—		—		—		—		—		—
Consumer		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	1,321	$	1,321

At June 30, 2015, there were no loans that were 90 days or more past due where interest was still accruing.

The over 90 days column includes nonaccruals that were over 90 days, but does not include loans that are in nonaccrual status for reasons other than past due.

	Age Analysis of Past Due Loans
	As of December 31, 2014
(Dollar amounts in thousands)
	30-59		60-89
	Days		Days		Over		Total
	Past		Past		90		Past				Total
Originated	Due		Due		Days		Due		Current		Loans
Commercial real estate	$	8	$	879	$	—	$	887	$	284,365	$	285,252
Real estate construction		—		708		—		708		37,119		37,827
Real estate multi family		3,575		—		—		3,575		39,804		43,379
Real estate 1 to 4 family		330		200		1,112		1,642		121,880		123,522
Commercial & industrial		775		73		1,710		2,558		39,993		42,551
Consumer		—		—		64		64		1,384		1,448
Total	$	4,688	$	1,860	$	2,886	$	9,434	$	524,545	$	533,979

Purchased
Not credit impaired
Commercial real estate	$	—	$	—	$	—		—	$	31,852	$	31,852
Real estate construction		—		—		—		—		1,944		1,944
Real estate multi-family		—		—		—		—		10,445		10,445
Real estate 1 to 4 family		—		400		—		400		4,810		5,210
Commercial & industrial		—		—		—		—		9,111		9,111
Total	$	—	$	400	$	—	$	400	$	58,162	$	58,562

Purchased
Credit impaired
Commercial real estate	$	—	$	—	$	—	$	—	$	1,323	$	1,323
Real estate construction		—		—		—		—		—		—
Real estate multi-family		—		—		—		—		—		—
Real estate 1 to 4 family		—		—		—		—		—		—
Commercial & industrial		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	1,323	$	1,323

At December 31, 2014 there were no loans that were 90 days or more past due where interest was still accruing.

	Credit Quality Indicators
	As of June 30, 2015

(Dollar amounts in thousands)
			Special		Sub-				Total
	Pass		mention		standard		Doubtful		loans
Commercial real estate	$	291,705	$	1,883	$	4,866	$	—	$	298,454
Real estate construction		29,627		—		1,117		—		30,744
Real estate multi-family		41,620		—		—		—		41,620
Real estate 1 to 4 family		122,603		—		1,019		189		123,811
Commercial and industrial		29,035		—		614		—		29,649
Consumer loans		1,590		—		106		—		1,696
Totals	$	516,180	$	1,883	$	7,722	$	189	$	525,974

Purchased
Not credit impaired
Commercial real estate	$	24,709	$	—	$	5,819	$	—	$	30,528
Real estate construction		1,904		—		—		—		1,904
Real estate multi-family		9,993		—		—		—		9,993
Real estate 1 to 4 family		3,689		—		400		—		4,089
Commercial and industrial		8,096		—		—		—		8,096
Total	$	48,391	$	—	$	6,219	$	—	$	54,610

Credit impaired
Commercial real estate									$	1,321
Total									$	1,321

	Credit Quality Indicators
	As of December 31, 2014

(Dollar amounts in thousands)
			Special		Sub-				Total
Originated	Pass		mention		standard		Doubtful		loans
Commercial real estate	$	281,216	$	1,913	$	2,031	$	92	$	285,252
Real estate construction		38,962		—		1,135		—		37,827
Real estate multi-family		43,379		—		—		—		43,379
Real estate 1 to 4 family		122,499		—		1,023		—		123,522
Commercial & industrial		41,394		—		1,157		—		42,551
Consumer loans		1,384		—		64		—		1,448
Totals	$	528,834	$	1,913	$	5,410	$	92	$	533,979

Purchased
Not credit impaired
Commercial real estate	$	26,009	$	—	$	5,843	$	—	$	31,852
Real estate construction		1,944		—		—		—		1,944
Real estate multi-family		10,445		—		—		—		10,445
Real estate 1 to 4 family		4,810		—		—		400		5,210
Commercial & industrial		9,111		—		—		—		9,111
Total	$	52,319	$	—	$	5,843	$	400	$	58,562

Purchased
Credit impaired
Commercial real estate									$	1,323
Total									$	1,323

NOTE F - BORROWINGS

Federal home Loan Bank advances

There were no overnight advances at June 30, 2015.

Corporate loan

On March 27, 2014, FNB Bancorp received funding under a $6,000,000 term loan credit facility. This loan carries a variable rate of interest that fluctuates on a monthly basis. The interest rate is based on the 3 month LIBOR rate plus 4%. Payments of $50,000 in principal plus accrued interest are payable monthly. The first loan payment was due and was paid on May 1, 2014. The maturity date on this credit facility is March 26, 2019. On the maturity date, all outstanding principal plus accrued interest shall become due and payable. FNB Bancorp has pledged its stock ownership in First National Bank of Northern California as collateral subject to the terms and conditions contained in the Loan Agreement and the Pledge and Security Agreement. FNB Bancorp retains the right to prepay this debt at any time upon not less than 7 days’ prior written notice to Lender. The proceeds from this loan were contributed to the Bank as an additional capital contribution. This capital contribution qualified as Tier 1 capital for the Bank under regulatory capital guidelines.

NOTE G – FAIR VALUE MEASUREMENT

The following table presents information about the Company’s assets and liabilities measured at fair value as of June 30, 2015 and December 31, 2014, 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. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process. During the first six months of 2015 and 2014, there were no transfers between levels of fair value hierarchy.

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 June 30, 2015, Using
			Quoted Prices
			in Active
			Markets		Other		Significant
			for Identical		Observable		Unobservable
	Fair Value		Assets		Inputs		Inputs
Description	6/30/2015		(Level 1)		(Level 2)		(Level 3)
U. S. Treasury securities	$	6,019	$	6,019	$	—	$	—
Obligations of U.S. Government agencies		78,773		—		78,773		—
Mortgage-backed securities		66,562		—		66,562		—
Obligations of states and political subdivisions		111,256		—		111,256		—
Corporate debt		32,561		—		32,561		—
Total assets measured at fair value	$	295,171	$	6,019	$	289,152	$	—

			Fair Value Measurements
(Dollar amounts in thousands)			at December 31, 2014, Using
			Quoted Prices
			in Active
			Markets		Other		Significant
			for Identical		Observable		Unobservable
	Fair Value		Assets		Inputs		Inputs
Description	12/31/2014		(Level 1)		(Level 2)		(Level 3)
U. S. Treasury securities	$	3,958	$	3,958	$	—	$	—
Obligations of U.S. Government agencies		63,062		—		63,062		—
Mortgage-backed securities		78,417		—		78,417		—
Obligations of states and political subdivisions		84,542		—		84,542		—
Corporate debt		34,902		—		34,902		—
Total assets measured at fair value	$	264,881	$	3,958	$	260,923	$	—

The following tables present the recorded amounts of assets measured at fair value on a non-recurring basis:


			Fair Value Measurements
(Dollar amounts in thousands)			at June 30, 2015, Using
			Quoted Prices in
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	Fair Value		Assets		Inputs		Inputs
Description	6/30/2015		(Level 1)		(Level 2)		(Level 3)
Collateral dependent impaired loans:
Commercial real estate	$	124	$	—	$	—	$	124
Residential- 1 to 4 family		213		—		—		213
Commercial and industrial		1,088		—		—		1,088
Total impaired assets measured at fair value	$	1,425	$	—	$	—	$	1,425

			Fair Value Measurements
(Dollar amounts in thousands)			at December 31, 2014, Using
			Quoted Prices in
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	Fair Value		Assets		Inputs		Inputs
Description	12/31/2014		(Level 1)		(Level 2)		(Level 3)
Collateral dependent impaired loans:
Commercial real estate	$	381	$	—	$	—	$	381
Residential-1 to 4 family		323		—		—		323
Commercial and industrial		1,472		—		—		1,472
Consumer		56		—		—		56
Total impaired assets measured at fair value	$	2,232	$	—	$	—	$	2,232

The Bank does not record loans at fair value. However, from time to time, if a loan is considered impaired, a specific allocation 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 exceeds 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 a non-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 value less costs to sell. An appraisal is obtained at the time the Bank acquires property through the foreclosure process. Any loan balance outstanding that exceeds the appraised value of the property 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 is recorded along with a corresponding reduction in the book carrying value of the property.

The Company obtains third party appraisals on its impaired loans held-for-investment and foreclosed assets to determine fair value. When the appraisals are received, Management reviews the assumptions and methodology utilized in the appraisal, as well as the overall resulting value in conjunction with independent data sources such as recent market data and industry-wide statistics. We generally use a 6% discount for selling costs which is applied to all properties, regardless of size. Generally, the third party appraisals apply the “market approach,” which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable (that is, similar) assets, liabilities, or a group of assets and liabilities, such as a business. Adjustments are then made based on the type of property, age of appraisal, current status of property and other related factors to estimate the current value of collateral. The value of OREO is determined based on independent appraisals, similar to the process used for impaired loans, discussed above, and is generally classified as Level 3.

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 including Interest Bearing Time Deposits with Financial Institutions.

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.

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.

Other equity securities.

These are mostly Federal Reserve Bank stock and Federal Home Loan Bank stock, carried in Other Assets. They are not traded, and not available for sale, and have no fair market value.

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.

Note payable.

The fair value of the note payable is based on the current balance outstanding The fair value is calculated on discounted cash flows. The discount rate is equal to the market rate offered on similar products.

Accrued Interest Receivable and Payable

The interest receivable and payable balances approximate their fair value due to the short-term nature of their settlement dates.

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.

The Bank has excluded non-financial assets and non-financial liabilities defined by the Codification (ASC 820-10-15-A), such as Bank premises and equipment, deferred taxes and other liabilities. In addition, the Bank has not disclosed the fair value of financial instruments specifically excluded from disclosure requirements of the Financial Instruments Topic of the Codification (ASC 825-10-50-8), such as Bank-owned life insurance policies.

The following table provides summary information on the estimated fair value of financial instruments at June 30, 2015:


June 30, 2015	Carrying		Fair		Fair value measurements
(Dollar amounts in thousands)	amount		value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	91,662	$	91,662	$	91,662
Interest-bearing time deposits with financial institutions		2,138		2,138			$	2,138
Securities available for sale		295,171		295,171		6,019		289,152
Loans		581,905		582,378					$	582,378
Other equity securities		6,069		6,069						6,069
Accrued interest receivable		3,909		3,909				3,909

Financial liabilities:

Deposits		893,140		893,485				893,485
Note payable		5,250		5,250				5,250
Accrued interest payable		204		204				204

Off-balance-sheet liabilities:
Undisbursed loan commitments, lines of credit, standby letters of credit and Mastercard lines of credit		—		1,453						1,453

The carrying amount of loans includes $6,020,000 of nonaccrual loans (loans that are not accruing interest) as of June 30, 2015. 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, 2014:

December 31, 2014	Carrying		Fair		Fair value measurements
(Dollar amounts in thousands)	amount		value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	14,978	$	14,978	$	14,978
Interest-bearing time deposits with financial institutions		2,784		2,813			$	2,813
Securities available for sale		264,881		264,881		3,958		260,923
Loans		593,864		594,524					$	594,524
Other equity securities		5,769		5,769						5,769
Accrued interest receivable		3,725		3,725				3,725

Financial liabilities:
Deposits		792,194		792,472				792,472
Federal Home Loan Bank advances		9,000		9,000				9,000
Note payable		5,550		5,550				5,550
Accrued interest payable		182		182				182

Off-balance-sheet liabilities:
Undisbursed loan commitments, lines of credit, standby letters of credit and Mastercard lines of credit		—		1,449						1,449

The carrying amount of loans includes $5,648,000 of nonaccrual loans (loans that are not accruing interest) as of December 31, 2014. The fair value of nonaccrual loans is based on the collateral values that secure the loans or the cash flows expected to be received.

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.

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.

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.

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 2014, FASB issued ASU 2014-04, Receivables - Troubled Debt Restructurings by Creditors. The amendments in this ASU clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this ASU using either a modified retrospective transition method or a prospective transition method. Early adoption is permitted.

The adoption of this update did not have a significant impact on the Company’s consolidated financial statements.

In January 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-01 Accounting for Investments in Qualified Affordable Housing Projects. This ASU provides “guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit.” It allows the proportional amortization method to be used by a reporting entity if certain conditions are met. The ASU also defines when a qualified affordable housing project through a limited liability entity should be tested for impairment. If a qualified affordable housing project does not meet the conditions for using the proportional amortization method, the investment should be accounted for using an equity method investment or a cost method investment. The ASU is effective for fiscal years beginning after December 15, 2014, and interim periods therein. The Company will continue to account for our low-income housing tax credit investments using the equity method subsequent to the adoption of ASU 2014-01 and does not expect any impact on the Company’s consolidated financial statements.

Earnings Analysis

Net earnings available to common stockholders for the quarter ended June 30, 2015 were $2,071,000, compared to net earnings available to common stockholders of $1,629,000 for the quarter ended June 30, 2014, an increase of 27%. Net earnings available to common stockholders for the six months ended June 30, 2015 were $3,870,000, an increase of $577,000 from the same period in 2014.

Net interest income for the quarter ended June 30, 2015 was $8,705,000, compared to $8,712,000 for the quarter ended June 30, 2014, a decrease of $7,000, or 0.08%. Net interest income for the six months ended June 30, 2015 was $17,259,000, compared to $17,220,000 for the six months ended June 30, 2014.

The following tables present an analysis of net interest income and average earning assets and liabilities for the three-and six-month periods ended June 30, 2015 compared to the three-and six-month periods ended June 30, 2014.

TABLE 1	NET INTEREST INCOME AND AVERAGE BALANCES
	FNB BANCORP AND SUBSIDIARY
	Three months ended June 30,
	2015							2014
(Dollar amounts in thousands)					Annualized							Annualized
	Average				Average			Average				Average
	Balance		Interest		Yield			Balance		Interest		Yield
INTEREST EARNING ASSETS
Loans, gross (1) (2)	$	590,872	$	7,855		5.39	%	$	568,329	$	7,897		5.64	%
Taxable securities		180,977		843		1.89	%		188,807		851		1.83	%
Nontaxable securities (3)		97,474		786		3.27	%		73,331		657		3.63	%
Fed funds sold		—		—		n/a			5		—		n/a
Interest time deposits other financial institutions		2,493		13		2.11	%		4,569		27		2.40	%
Total interest earning assets		871,816		9,497		4.42	%		835,041		9,432		4.58	%

NONINTEREST EARNING ASSETS:
Cash and due from banks		42,613							22,815
Premises		10,647							12,544
Other assets		28,117							28,417
Total noninterest earning assets		81,377							63,776
TOTAL ASSETS	$	953,193						$	898,817

INTEREST BEARING LIABILITIES:
Demand, int bearing	$	98,536		30		0.12	%	$	81,566		18		0.09	%
Money market		326,880		349		0.43	%		331,460		314		0.38	%
Savings		76,679		20		0.11	%		66,658		17		0.10	%
Time deposits		105,955		139		0.53	%		109,113		135		0.50	%
FHLB advances		—		—		n/a			7,846		3		0.16	%
Note payable		5,338		57		4.33	%		5,939		68		4.64	%
Fed funds purchased		—		—		n/a			—		—		n/a
Total interest bearing liabilities		613,388		595		0.39	%		602,582		555		0.37	%

NONINTEREST BEARING LIABILITIES:
Demand deposits		228,560							197,312
Other liabilities		11,544							9,860
Total noninterest bearing liabilities		240,104							207,172

TOTAL LIABILITIES		853,492							809,754
Stockholders’ equity		99,701							89,063

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	953,193						$	898,817

NET INTEREST INCOME AND MARGIN ON TOTAL EARNING ASSETS (4)			$	8,902		4.14	%			$	8,877		4.31	%

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 $367,000 and $362,000 for the quarters ended June 30, 2015 and 2014, respectively.

3) Tax equivalent adjustments recorded at the statutory rate of 34% that are included in the nontaxable securities portfolio are $197,000 and $165,000 for the quarters ended June 30, 2015 and 2014, 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 assets and multiplied by an annualization factor.

TABLE 2	NET INTEREST INCOME AND AVERAGE BALANCES
	FNB BANCORP AND SUBSIDIARY
	Six months ended June 30,
	2015							2014
(Dollar amounts in thousands)					Annualized							Annualized
	Average				Average			Average				Average
	Balance		Interest		Yield			Balance		Interest		Yield
INTEREST EARNING ASSETS
Loans, gross (1) (2)	$	589,396	$	15,565		5.33	%	$	565,898	$	15,524		5.53	%
Taxable securities		178,891		1,673		1.89	%		188,552		1,694		1.81	%
Nontaxable securities (3)		89,510		1,472		3.32	%		72,903		1,308		3.62	%
Fed funds sold		—		—		n/a			16		—		n/a
Interest time deposits other financial institutions		2,637		27		2.06	%		4,937		46		1.88	%
Tot interest earning assets		860,434		18,737		4.39	%		832,306		18,572		4.50	%

NONINTEREST EARNING ASSETS:
Cash and due from banks		36,836							19,238
Premises		10,744							12,533
Other assets		28,278							30,134
Tot noninterest earning assets		75,913							61,905
TOTAL ASSETS	$	936,347						$	894,211

Demand, int bearing	$	93,684		48		0.10	%	$	78,936		34		0.09	%
Money market		323,914		638		0.40	%		321,913		599		0.38	%
Savings		73,129		37		0.10	%		65,884		33		0.10	%
Time deposits		105,116		269		0.52	%		114,575		278		0.49	%
FHLB advances		497		1		0.41	%		15,033		12		0.16	%
Note payable		5,414		116		4.32	%		3,152		68		4.35	%
Tot interest bearing liabilities		601,754		1,109		0.37	%		599,493		1,024		0.34	%

NONINTEREST BEARING LIABILITIES:
Demand deposits		223,417							196,324
Other liabilities		12,252							9,531
Tot noninterest bearing liabilities		235,669							205,855

TOTAL LIABILITIES		837,423							805,348
Stockholders’ equity		98,924							88,863

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	936,347						$	894,211

NET INTEREST INCOME AND MARGIN ON TOTAL EARNING ASSETS (4)			$	17,628		4.13	%			$	17,548		4.25	%

(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 $681,000 and $658,000 for the six months ended June 30, 2015 and 2014, respectively.

(3) Tax equivalent adjustments recorded at the statutory rate of 34% that are included in the nontaxable securities portfolio are $562,000 and $328,000 for the six months ended June 30, 2015 and 2014, respectively. Tax equivalent adjustments included in the nontaxable securities portfolio 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 assets and multiplied by an annualization factor.

The various components that contributed to changes in net interest income for the three and six months ended June 30, 2015 and 2014 are shown above in Tables 1 and 2. The principal interest earning assets are loans, from a volume as well as from a rate or yield perspective. For the quarter ended June 30, 2015, average loans outstanding represented 67.8% of average earning assets. For the quarter ended June 30, 2014, they represented 68.1% of average assets. For the six months ended June 30, 2015 and 2014, average loans outstanding represented 68.5% and 68.0%, respectively, of average earning assets.

The taxable equivalent yield on average interest earning assets for the quarter ended June 30, 2015 compared to the quarter ended June 30, 2014 decreased from 4.58% to 4.42%, or 16 basis points. Average loans increased by $22,543,000, quarter over quarter, while their yield decreased from 5.64% to 5.39%, or 25 basis points. Interest income on total interest earning assets for the quarter increased $65,000 or 0.69% on a fully-taxable equivalent basis.

New customer deposits have been primarily in DDA, NOW and Money Market accounts during the first six months of 2015. The low rates being offered on term deposits coupled with the possible increase in short term rates by the FOMC are, in part, the underlying reason for this migration. In addition, during the second quarter of 2015, the Company received deposits from two customers that totaled $18.5 million in DDA accounts and $50 million in Money Market accounts. The DDA deposit is expected to leave the Bank in its entirety, early in the third quarter, 2015.

For the six months ended June 30, 2015 compared to the six months ended June 30, 2014, interest income on interest earning assets increased $165,000 or 0.9% on a fully-taxable equivalent basis, and average earning assets increased $28,128,000, or 3.4%. Average loans increased by $23,498,000, or 4.2%. Interest on loans increased $41,000 or 0.3%, while the yield decreased 20 basis points, or 3.6%. The cost on total interest bearing liabilities increased from 0.34% to 0.37%. Time deposit averages decreased $9,459,000 or 8.3%. Their yield increased 3 basis points, or 6.1%. Money market deposit average balances increased $2,001,000, or 0.6%, and their cost increased $39,000, or 6.5%.

For the three and six month periods ended June 30, 2015 and June 30, 2014, respectively, the following tables show 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.

Table 3	FNB BANCORP AND SUBSIDIARY
	RATE/VOLUME VARIANCE ANALYSIS

	Three Months Ended June 30,
(Dollar amounts in thousands)	2015 Compared to 2014
				Variance
	Interest			Attributable to
	Income/Expense			Rate			Volume
INTEREST EARNING ASSETS
Loans	$	(42	)	$	(342	)	$	300
Taxable securities		(8	)		29			(37	)
Nontaxable securities (1)		129			(66	)		195
Interest on time deposits with other financial institutions		(14	)		(2	)		(12	)
Total	$	65		$	(381	)	$	446

INTEREST BEARING LIABILITIES
Demand deposits	$	(12	)	$	(8	)	$	(4	)
Money market		(35	)		(40	)		5
Savings deposits		(3	)		—			(3	)
Time deposits		(4	)		(8	)		4
FHLB advances		3			—			3
Note payable		11			4			7
Total	$	(40	)	$	(52	)	$	12
NET INTEREST INCOME	$	25		$	(433	)	$	458

(1) Includes tax equivalent adjustment of $197,000 and $165,000 in the three months ended June 30, 2015 and June 30, 2014, respectively.

Table 4	FNB BANCORP AND SUBSIDIARY
	RATE/VOLUME VARIANCE ANALYSIS

	Six Months Ended June 30,
(Dollar amounts in thousands)	2015 Compared to 2014
				Variance
	Interest			Attributable to
	Income/Expense			Rate			Volume
INTEREST EARNING ASSETS
Loans	$	41		$	(604	)	$	645
Taxable securities		(21	)		66			(87	)
Nontaxable securities (1)		164			(109	)		273
Interest on time deposits with other financial institutions		(19	)		5			(24	)
Total	$	165		$	(642	)	$	807

INTEREST BEARING LIABILITIES
Demand deposits	$	(13	)	$	(7	)	$	(6	)
Money market		(39	)		(35	)		(4	)
Savings deposits		(4	)		—			(4	)
Time deposits		9			(14	)		23
FHLB advances		10			—			10
Note payable		(48	)		1			(49	)
Total	$	(85	)	$	(55	)	$	(30	)
NET INTEREST INCOME	$	80		$	(697	)	$	777

(1) Includes tax equivalent adjustment of $562,000 and $328,000 in the six months ended June 30, 2015 and June 30, 2014, respectively.

Noninterest income

The following table shows the principal components of noninterest income for the periods indicated.

Table 5	NONINTEREST INCOME

	Three months
	ended June 30,				Variance
(Dollar amounts in thousands)	2015		2014		Amount			Percent
Service charges	$	627	$	647	$	(20	)		-3.1	%
Net gain on available-for-sale of securities		152		28		124			442.9	%
Bank owned life insurance policy earnings		87		90		(3	)		-3.3	%
Other income		401		215		186			86.5	%
Total noninterest income	$	1,267	$	980	$	287			29.3	%

	Six months
	ended June 30,				Variance
(Dollars in thousands)	2015		2014		Amount			Percent
Service charges	$	1,238	$	1,284	$	(46	)		-3.6	%
Gain on sale of available-for-securities		221		39		182			466.7	%
Bank owned life insurance policy earnings		171		186		(15	)		-8.1	%
Other income		715		517		198			38.3	%
Total noninterest income	$	2,345	$	2,026	$	319			15.7	%

Noninterest income consists mainly of service charges on deposits, and earnings on bank owned life insurance policies. The Bank service charges were down during the second quarter and year to date of June 30, 2015 when compared to the same period during 2014 due primarily to a decrease in our overdraft fees. During the second quarter of 2015, the Bank sold or had called $7,645,000 in investment securities for a pre-tax gain of $152,000. During the first six months of 2015, the Bank sold or had called $21,228,000 in investment securities for a pre-tax gain of $221,000. During the first six months of 2014, the Company sold approximately $5,398,000 in investment securities at a pre-tax net gain of $39,000. The sale proceeds were reinvested in a variety of investment securities during the same period. Other income includes income on equity securities, Which includes income on Federal Home Loan Bank stock (“FHLB”). The FHLB gave a one-time dividend of $157,000 in the second quarter of 2015, which affected the quarter and year to date. Within Other Income, interest and dividends on equity securities was $272,000 for the three months ended June 30, 2015, compared to $83,000 for the same period in 2014. Interest and dividends for the six months ended June 30, 2015 was $387,000, compared to $200,000 for the same period in 2014.

Noninterest expense

The following table shows the principal components of noninterest expense for the periods indicated.

Table 6	NONINTEREST EXPENSE

	Three months
	ended June 30,						Variance
(Dollar amounts in thousands)	2015			2014			Amount			Percent
Salaries and employee benefits	$	4,111		$	4,177		$	(66	)		-1.6	%
Occupancy expense		646			694			(48	)		-6.9	%
Equipment expense		410			406			4			1.0	%
Professional fees		354			501			(147	)		-29.3	%
FDIC assessment		150			180			(30	)		-16.7	%
Telephone, postage & supplies		256			313			(57	)		-18.2	%
Advertising expense		170			136			34			25.0	%
Data processing expense		147			134			13			9.7	%
Low income housing expense		71			110			(39	)		-35.5	%
Surety insurance		88			67			21			31.3	%
Directors expense		72			63			9			14.3	%
Other real estate owned expense, net		(6	)		11			(17	)		-154.5	%
Loss on sale of other real estate owned, net		—			60			(60	)		100.0	%
Other expense		320			358			(38	)		-10.6	%
Total noninterest expense	$	6,789		$	7,210		$	(421	)		-5.8	%

	NONINTEREST EXPENSE

	Six months
	ended June 30,						Variance
(Dollar amounts in thousands)	2015			2014			Amount			Percent
Salaries and employee benefits	$	8,413		$	8,395		$	18			0.2	%
Occupancy expense		1,314			1,374			(60	)		-4.4	%
Equipment expense		815			797			18			2.3	%
Professional fees		741			1,032			(291	)		-28.2	%
FDIC assessment		300			360			(60	)		-16.7	%
Telephone, postage & supplies		545			599			(54	)		-9.0	%
Advertising expense		269			221			48			21.7	%
Data processing expense		281			279			2			0.7	%
Low income housing expense		142			220			(78	)		-35.5	%
Surety insurance		176			134			42			31.3	%
Directors expense		144			126			18			14.3	%
Other real estate owned expense, net		(6	)		88			(94	)		-106.8	%
Gain on sale of other real estate owned, net		—			(220	)		(220	)		100.0	%
Other expense		598			647			(49	)		-7.6	%
Total noninterest expense	$	13,732		$	14,052		$	(320	)		-2.3	%

Noninterest expense consists mainly of salaries and employee benefits. For the three months ended June 30, 2015 compared to three months ended June 30, 2014, salaries and benefits represented 61% and 58% of total noninterest expenses. During the six months ended June 30, 2015 compared to the six months ended June 30, 2014, salaries and benefits represented 61% and 60% of total noninterest expenses. During the first three and six months of 2015, reductions in professional fees and other real estate owned expenses are attributable primarily to improving credit quality within the loan portfolio which has resulted in less costs related to credit collection and loan workout expenses.

Provision for Loan Losses

During the six months ended June 30, 2015, there was a provision for loan losses of $150,000 compared to $75,000 for the same period in 2014. The allowance for loan losses was $9,836,000 or 1.69% of total gross loans at June 30, 2015, compared to $9,700,000 or 1.63% of total gross loans at December 31, 2014. During the six months ended June 30, 2015, $56,000 in loans were charged off, compared to $276,000 in the same period in 2014. During the 3 months ended June 30, 2015, there was a provision for loan losses of $75,000, and none for the same period in 2014. 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 as of June 30, 2015.

Income Taxes

The effective tax rate for the quarter ended June 30, 2015 was 33.4% compared to 34.4% for the quarter ended June 30, 2014. The effective tax rate for the six months ended June 30, 2015 and June 30, 2014 was an effective tax rate of 32.4% and 32.4%, respectively. Tax preference items which have a significant effect on our effective tax rate are changing amounts invested in tax-advantaged securities, available Low Income Housing Credits, and amounts of interest income on tax advantaged municipal debt securities. The reduction in the income tax rate for the second quarter of 2015 was primarily related to increased investment in nontaxable interest earning investments in state and political subdivision municipal debt securities.

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 June 30, 2015, are adequate to meet its operating needs in 2015 and our liquidity positions are sufficient to meet our liquidity needs in the near term.

Financial Condition

Assets. Total assets increased to $1,009,828,000 at June 30, 2015 from $917,164,000 at December 31, 2014, an increase of $92,664,000. The principal source of this increase was an increase of $76,684,000 in cash and due from banks, and an increase of $30,290,000 in securities available for sale. Asset growth occurs primarily from the retention of net earnings and increases in the deposit portfolio or our borrowing positions. The majority of the increase in the deposit base is reflected in the increase in our cash and due from banks. A single customer relationship accounted for about $18.5 million on the DDA increase, which is expected to disburse early in the third quarter. There was also a $50 million deposit to a Money Market account from a single customer relationship.

Loans. Gross loans (before net loan fees) at June 30, 2015 were $581,905,000, a decrease of $11,959,000 or 2.01% from December 31, 2014. Gross commercial real estate loans increased $11,876,000, real estate construction loans decreased $7,123,000, real estate multi- family loans increased $2,211,000, real estate loans secured by 1 to 4 family residences decreased $832,000, commercial and industrial loans decreased $13,917,000, and consumer loans increased by $248,000. The loan portfolio breakdown was as follows:

TABLE 7	LOAN PORTFOLIO

	June 30			Percent			December 31			Percent
(Dollar amounts in thousands)	2015						2014
Commercial real estate	$	330,303			57	%	$	318,427			54	%
Real estate construction		32,648			6	%		39,771			7	%
Real estate multi family		51,613			9	%		53,824			9	%
Real estate 1 to 4 family		127,900			22	%		128,732			22	%
Commercial and industrial		37,745			8	%		51,662			9	%
Consumer loans		1,696			—	%		1,448			—	%
Gross loans		581,905			100	%		593,864			100	%
Net deferred loan fees		(404	)		—	%		(449	)		—	%
Total	$	581,501			100	%	$	593,415			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. The Company’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 six months ended June 30, 2015, and June 30, 2014, respectively is as follows:

TABLE 8	ALLOWANCE FOR LOAN LOSSES

	Six months ended			Six months ended
(Dollar amounts in thousands)	June 30, 2015			June 30, 2014
Balance, beginning of period	$	9,700		$	9,879
Provision for loan losses		150			75
Recoveries		42			1,181
Amounts charged off		(56	)		(276	)
Balance, end of period	$	9,836		$	10,859

During the six months ended June 30, 2015, there was a provision of $150,000, compared to $75,000 for the same period in 2014. Loan charge-off levels have declined significantly year over year, and remain close to historic norms.

In management’s judgment, the allowance is adequate to absorb probable losses currently inherent in the loan portfolio at June 30, 2015. 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.

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 June 30, 2015, there was $6,826,000 in nonperforming assets, compared to $6,411,000 at December 31, 2014. Nonaccrual loans were $6,020,000 at June 30, 2015, compared to $5,648,000 at December 31, 2014. There were no loans past due 90 days and still accruing at either date.

Management intends to aggressively market our Other Real Estate Owned. While management believes this property will sell, there can be no assurance that the property will sell quickly given the current real estate market, nor can the expected sales price be accurately predicted.

Deposits. Total deposits at June 30, 2015, were $893,140,000 compared to $792,194,000 on December 31, 2014. Of these totals, noninterest-bearing demand deposits were $249,420,000 or 27.9% of the total on June 30, 2015, and $202,811,000 or 25.6% on December 31, 2014. Time deposits were $104,935,000 on June 30, 2015, and $105,159,000 on December 31, 2014.

The following table sets forth the maturity schedule of the time certificates of deposit on June 30, 2015:

TABLE 9

(Dollar amounts in thousands)	Under		$250,000
Maturities	$250,000		or more		Total
Three months or less	$	12,802	$	3,111	$	15,913
Over three through six months		13,001		23,206		36,207
Over six through twelve months		23,817		11,400		35,217
Over twelve months		12,316		5,282		17,598
Total	$	61,936	$	42,999	$	104,935

Regulatory Capital. The following table shows the risk-based capital ratios and leverage ratios at June 30, 2015 and December 31, 2014 for the Bank:

TABLE 10								Minimum
	June 30,			December 31,				fully phased-in Capitalized”
Regulatory Capital Ratios	2015			2014				Requirements
Total Regulatory Capital Ratio		13.88	%		15.13	%	≥		10.50	%
Tier 1 Capital Ratio		12.63	%		13.88	%	≥		8.50	%
Leverage Ratios		10.69	%		10.79	%	≥		8.50	%
Common Equity Tier 1 Capital Ratio		12.63	%		N/A		≥		7.00	%

Liquidity. Liquidity is a measure of the Company’s ability to convert assets into cash with minimal loss. As of June 30, 2015, liquid assets were $388,971,000, or 38.5% of total assets. As of December 31, 2014, liquid assets were $282,643,000, or 30.8% 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 $30,000,000, a Federal Home Loan Bank line up to 30% of total eligible assets, and a Federal Reserve Bank borrowing facility.

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 June 30, 2015, and December 31, 2014, respectively, net loans were at 64.0% and 73.7% of deposits. See the Consolidated Statements of Cash Flows under Item I for further information on the Company’s cash flows.

Off-Balance Sheet Items

The Company has certain ongoing commitments under operating leases. These commitments do not significantly impact operating results. As of June 30, 2015 and December 31, 2014, 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 $145,303,000 and $144,886,000 at June 30, 2015 and December 31, 2014, respectively. As a percentage of net loans, these off-balance sheet items represent 25.42% and 24.82% respectively. The Company does not expect all commitments to be funded.

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 4.

Controls and Procedures.

(a) Disclosure Controls and Procedures. The Company conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act of 1934 (the “Act”) as of the end of the Company’s fiscal quarter ended June 30, 2015. This evaluation was carried out under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer) Chief Financial Officer (principal financial and accounting officer) and other members of the Company’s senior management. The Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer) concluded that the Company’s disclosure controls and procedures are effective in ensuring that material information required to be disclosed by the Company in the reports it files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required and that such information is communicated to the Company’s management, including the principal executive officer and the principal financial officer, to allow timely decisions required disclosures. The evaluation did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management of FNB Bancorp (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, and for reporting an assessment of the effectiveness of the internal control over financial reporting as of June 30, 2015. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparations of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transaction and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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, 2014 Form 10K.

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

None.

Item 3.	Default Upon Senior Securities

None.

Item 4.	Mine Safety Disclosures

Not Applicable.

Item 5.	Other Information

None.

Item 6.	Exhibits

	Exhibits

31: Rule 13a-14(a)/15d-14(a) Certifications

32: Section 1350 Certifications

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:

August 7, 2015.	By:	/s/ Thomas C. McGraw
		Thomas C. McGraw
		Chief Executive Officer
		(Authorized Officer)
		(Principal Executive Officer)

	By:	/s/ David A. Curtis
		David A. Curtis
		Senior Vice President
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

FNB BANCORP/CA/ - FORM 10-Q - August 7, 2015

Attached files

FNB BANCORP/CA/ Reports