8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 28, 2011

FNB BANCORP

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

FNB Bancorp (Bulletin Board: FNBG), parent company of First National Bank of Northern California, today announced financial highlights of operating results for the quarter ended June 30, 2011 .

A copy of the News Release issued by the registrant on July 28, 2011, is attached to this report as Exhibit 99.01 and is incorporated here by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.01 News Release dated July 28, 2011, announcing financial highlights of operating results for the quarter ended June 30, 2011.

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: July 28, 2011.	By:	/s/ Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.01

Exhibit 99.01

Press Release

Available for Immediate Publication: July 28, 2011

First National Bank of Northern California Reports Second Quarter 2011 Earnings of $0.29 Per Diluted Share

Source:FNB Bancorp (CA) (Bulletin Board:FNBG)

South San Francisco, California

Website: www.fnbnorcal.com

Contacts:

Tom McGraw, Chief Executive Officer (650) 875-4864

Dave Curtis, Chief Financial Officer (650) 875-4862

FNB Bancorp (Bulletin Board: FNBG), parent company of First National Bank of Northern California (the “Bank”), today announced net earnings available to common shareholders for the second quarter of 2011 of $966,000 or $0.29 per diluted share, compared to net earnings available to common shareholders of $525,000 or $0.16 per diluted share for the second quarter of 2010. Dividend payments on the preferred shares outstanding were made as required by the Treasury Department’s Capital Purchase Program during the first and second quarters of 2011 and 2010. Our balance sheet is strong and we continue to be “well capitalized” as defined by bank regulations. Total assets as of June 30, 2011 were $718,448,000 compared to $721,811,000 as of June 30, 2010. Our net loan totals declined by $20,896,000 or 4.3% during the second quarter of 2011 when compared to the second quarter of 2010, and our deposits increased $8,342,000 or 1.3% during the same time period. The Company’s liquidity position remains strong with $143,164,000 in available for sale securities and $68,654,000 in cash and cash equivalents as of June 30, 2011.

“As mentioned in our first quarter earnings release, the Bank has opened our newest branch, located in the Marina District of San Francisco, California. As of June 30, 2011, this branch already had a funded loan portfolio of $1.9 million and a deposit base of $3.7 million. This type of branch expansion into neighborhoods where our Bank can make a positive difference is one way we can profitably grow the Bank,” stated Tom McGraw, Chief Executive Officer .

“The marketplace currently has an abundance of cash and liquid assets, which helped the Bank increase our deposit base by approximately $68 thousand during the first six months of 2011. Loan demand has remained weak, with many of our customers reducing their outstanding balances on their lines of credit and generally deleveraging their balance sheets. As a result, our loan portfolio has decreased $15.1 million during this same time period,” continued Tom McGraw.

“During the second quarter of 2011, we reduced the number of DDA accounts that are not charged a monthly service charge and increased our NSF charges. These changes were necessary in order to keep our Bank financially strong while we continue to offer our customers a quality banking experience. We offer a high touch banking relationship where we actively get to know our customers and consult with them regarding their banking needs. We strive to bring them credit when they need it, deposit products that are appropriate, and assist them in understanding how their bank can help them mange their balance sheet positions and their cash flows,” continued CEO McGraw.

Financial Highlights: Second Quarter, 2011

Consolidated Statements of Earnings

(in ‘000s except earnings per share amounts)

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30,			June 30,			June 30,			June 30,
	2011			2010			2011			2010
Interest income	$	8,270		$	8,756		$	16,489		$	17,416
Interest expense		857			1,330			1,741			3,030
Net interest income		7,413			7,426			14,748			14,386
Provision for loan losses		(400	)		(315	)		(850	)		(565	)
Noninterest income		1,389			1,025			2,402			2,126
Noninterest expense		6,772			7,236			13,520			13,775
Income before income taxes		1,630			900			2,780			2,172
Provision for income taxes		(450	)		(161	)		(797	)		(429	)
Net earnings		1,180			739			1,983			1,743
Dividends and discount accretion on preferred stock		214			214			428			426
Net earnings available to common shareholders	$	966		$	525		$	1,555		$	1,317
Basic earnings per share	$	0.29		$	0.16		$	0.47		$	0.39
Diluted earnings per share	$	0.29		$	0.16		$	0.46		$	0.39
Average assets	$	713,116		$	693,481		$	711,994		$	727,682
Average equity	$	82,638		$	79,903		$	82,007		$	79,663
Return on average assets		0.54	%		0.30	%		0.44	%		0.36	%
Return on average equity		4.68	%		2.63	%		3.79	%		3.31	%
Efficiency ratio		77	%		86	%		79	%		83	%
Net interest margin (taxable equivalent)		4.98	%		4.89	%		4.97	%		4.79	%
Average shares outstanding		3,342			3,341			3,342			3,341
Average diluted shares outstanding		3,368			3,341			3,363			3,350

Consolidated Balance Sheets

(in ‘000s)

	As of		As of		As of		As of
	June 30,		December 31,		June 30,		December 31,
	2011		2010		2010		2009
Assets:
Cash and cash equivalents	$	68,654	$	60,874	$	60,876	$	62,853
Securities available for sale		143,164		126,189		125,976		97,188
Loans, net		459,756		474,828		480,652		494,349
Premises, equipment and leasehold improvements, net		13,647		13,535		11,762		11,784
Other real estate owned		2,438		6,680		8,677		7,320
Goodwill		1,841		1,841		1,841		1,841
Other assets		28,948		30,692		32,027		32,974
Total assets	$	718,448	$	714,639	$	721,811	$	708,309
Liabilities and stockholders’ equity:
Deposits:
Demand and NOW	$	201,150	$	197,650	$	186,384	$	177,883
Savings and money market		313,744		305,390		313,613		293,758
Time		113,614		125,400		120,169		127,323
Total deposits		628,508		628,440		620,166		598,964
Federal Home Loan Bank advances	—		—			15,000		25,000
Accrued expenses and other liabilities		6,010		5,275		5,977		5,480
Total liabilities		634,518		633,715		641,143		629,444
Stockholders’ equity		83,930		80,924		80,668		78,865
Total liab. and stockholders’ equity	$	718,448	$	714,639	$	721,811	$	708,309
Other Financial Information
Allowance for loan losses	$	9,719	$	9,524	$	9,076	$	9,829
Nonperforming assets	$	18,282	$	23,392	$	22,775	$	32,912
Total gross loans	$	469,475	$	484,352	$	489,728	$	504,178

Cautionary Statement: This release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those stated herein. Management’s assumptions and projections are based on their anticipation of future events and actual performance may differ materially from those projected. Risks and uncertainties which could impact future financial performance include, among others, (a) competitive pressures in the banking industry; (b) changes in the interest rate environment; (c) general economic conditions, either nationally or regionally or locally, including fluctuations in real estate values; (d) changes in the regulatory environment; (e) changes in business conditions or the securities markets and inflation; (f) possible shortages of gas and electricity at utility companies operating in the State of California, and (g) the effects of terrorism, including the events of September 11, 2001, and thereafter, and the conduct of war on terrorism by the United States and its allies. Therefore, the information set forth herein, together with other information contained in the periodic reports filed by FNB Bancorp with the Securities and Exchange Commission, should be carefully considered when evaluating its business prospects. FNB Bancorp undertakes no obligation to update any forward-looking statements contained in this release.