SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2006, or
[ ] Transition report pursuant to Section 13 or 15 (d) of Securities Exchange
Act of 1934
Commission File No. 000-49693
FNB BANCORP
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(Exact name of registrant as specified in its charter)
California 92-2115369
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(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
975 El Camino Real, South San Francisco, California 94080
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(Address of principal executive offices) (Zip code)
(650) 588-6800
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
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Title of Class: Common Stock,
no par value
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Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this 10-K [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most recently
completed second fiscal quarter: $80,097,545
Number of shares outstanding of each of the registrant's classes of common
stock, as of October 30, 2007
No par value Common Stock - 2,828,936 Shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated by
reference into this Form 10-K: Part III, Items 10 through 14 from Registrant's
definitive proxy statement for the 2007 annual meeting of shareholders.
EXPLANATORY NOTE
This Form 10-K/A amends our report on Form 10-K for the fiscal year ended
December 31, 2006 solely for the purpose of amending the Report of Independent
Registered Public Accounting Firm on Internal Control over Financial Reporting,
which appeared on page 50 of the original report on Form 10-K for the fiscal
year ended December 31, 2006, to include our independent registered public
accounting firm's opinion on (i) management's assessment of the effectiveness of
internal control over financial reporting; and (ii) the effectiveness of our
internal control over financial reporting in all material respects. The amended
Report of Independent Registered Public Accounting Firm on Internal Control over
Financial Reporting (the "Amended Report") set forth below includes these
opinions. In addition, we have included as exhibits to this Form 10-K/A: (i)
currently dated certifications from our Chief Executive Officer and Chief
Financial Officer, and (ii) a Consent of Independent Registered Public
Accounting Firm to use of the Amended Report in certain Securities Act filings
into which the Amended Report is incorporated by reference. Management
acknowledges that we are responsible for the adequacy and accuracy of all of the
disclosures in the filing.
Except as described above, no attempt has been made in this Form 10-K/A to
modify or update other disclosures presented in the original report on Form 10-K
for the fiscal year ended December 31, 2006. Accordingly, this Form 10-K/A does
not reflect events occuring after the date of the original filing of the Form
10-K or modify or update those disclosures affected by subsequent events.
Consequently, all other information not affected by this Form 10-K/A is
unchanged by this Form 10-K/A and reflects the disclosures made at the time of
the original filing of the Form 10-K on March 14, 2007. For a description of
subsequent events, this Form 10-K/A should be read in conjunction with our
filings made subsequent to March 14, 2007, including our report on Form 10-Q for
the quarters ended March 31, and June 30, 2007 and each of our reports on Form
8-K since March 14, 2007.
FNB BANCORP
Unless the context otherwise requires, all references to this Annual Report on
Form 10-K/A to "the Company" refer to FNB Bancorp and its subsidiary, first
National Bank of Northern California.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Directors
FNB Bancorp
We have audited the accompanying consolidated balance sheets of FNB Bancorp and
subsidiary (the Company) as of December 31, 2006 and 2005 and the related
consolidated statements of earnings, stockholders' equity and comprehensive
income and cash flows for the two years ended December 31, 2006. We have also
audited management's assessment, included in the accompanying Management Report
on Internal Control over Financial Reporting, that the Company maintained
effective internal control over financial reporting as of December 31, 2006,
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Company's management is responsible for these financial statements,
maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on these financial statements, an
opinion on management's assessment, and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether internal control over
financial reporting was maintained in all material respects. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. An audit of internal
control over financial reporting includes obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of assets of the company; (2) 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 in accordance with authorizations of management and directors of the
company; and (3) 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.
Because of the inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
the effectiveness to future periods are subject to the risk that controls may
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become inadequate because of changes in conditions, or that the degree of
compliance with policies or procedures may deteriorate.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FNB Bancorp and subsidiary as
of December 31, 2006 and 2005 and the results of their operations and cash flows
for the two years ended December 31, 2006 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion management's assessment that FNB Bancorp and subsidiary maintained
effective internal control over financial reporting as of December 31, 2006, is
fairly stated, in all material respects, based on criteria established in
Internal Control - Integrated Framework issued by the COSO. Furthermore, in our
opinion, FNB Bancorp and subsidiary maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2006,
based on criteria established in Internal Control - Integrated Framework issued
by the COSO.
As discussed in notes 1 and 16 to the financial statements, effective January 1,
2006, the Company changed its method of accounting for share-based payment
arrangements to conform to Statement of Financial Accounting Standard No.
123(R), "Share-Based Payment".
/s/ Moss Adams LLP
Stockton, California
March 14, 2007
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SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized.
FNB BANCORP
Dated: October 31, 2007 By: /s/ David A. Curtis
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David A. Curtis
Chief Financial Officer
/s/ Michael R. Wyman Chairman of the Board October 31, 2007
-------------------------- of Directors
Michael R. Wyman
/s/ Thomas C. McGraw Director, Chief Executive October 31, 2007
-------------------------- Officer and Secretary
Thomas C. McGraw (Principal Executive Officer)
/s/ David A. Curtis Senior Vice President and October 31, 2007
-------------------------- Chief Financial Officer
David A. Curtis (Principal Financial and
Accounting Officer)
/s/ Edward J. Watson Director October 31, 2007
--------------------------
Edward J. Watson
/s/ Lisa Angelot Director October 31, 2007
--------------------------
Lisa Angelot
/s/ Merrie Turner Lightner Director October 31, 2007
--------------------------
Merrie Turner Lightner
/s/ Michael Pacelli Director October 31, 2007
--------------------------
Michael Pacelli
/s/ Jim D. Black Director and President October 31, 2007
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Jim D. Black
/s/ Anthony J. Clifford Director, Executive Vice October 31, 2007
-------------------------- President and Chief
Anthony J. Clifford Operating Officer
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