April 8, 2005
Mail Stop 0408
By U.S. Mail and facsimile to (772) 398-1399
Mr. David W. Skiles
President and Chief Executive Officer
FPB Bancorp, Inc.
1301 S.E. Port St. Lucie Blvd.
Port St. Lucie, FL 34952
Re: FPB Bancorp, Inc.
Form SB-2 filed March 10, 2005
File No. 333-123229
Dear Mr. Skiles:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
General
1. Please include an updated consent from your independent
auditors
when filing your amendment.
Summary: general - page 1
2. Please consider adding a section at the beginning of the
summary
which describes the offering and the allocation of the funds
raised.
Our Market - page 2
3. In the second paragraph of this section, you have provided
growth
rate projections for Martin and St. Lucie Counties. Please
disclose
who has provided these forecasts and whether you paid for their
production.
Summary Consolidated Financial Data - page 5
4. Under "Asset Quality Ratios," please consider including the
ratio
of the allowance of loan losses to non-performing assets.
Risk Factors - page 6
5. Please consider discussing the impact growth may have on your
niche as a local community banking alternative to larger
competitors,
as discussed on page 1 of the Summary.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Credit Risk - page 17
6. At the end of this paragraph, please express the non-performing
assets as a percentage of total loans in addition to the dollar
amount given.
Executive Compensation - page 46
7. Reference is made to footnotes 5 and 6 to the Compensation
Table.
In future filings, if these amounts are significant, please
elaborate
on the context of these stock awards.
Statements of Cash Flows - page F-6
8. We note your disclosure on page 24 of principal reductions and
participations sold. Please revise to separately disclose
participations sold if material. Refer to paragraph 21 of FASB
104.
Exhibit 5.1: Legal Opinion of Igler & Dougherty, P.A.
9. Please file all outstanding exhibits, including this legal
opinion, with the next amendment, if possible. They are subject
to
review, and the staff will need time for that review.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Benjamin Phippen at (202) 942-2906 or Joyce
Sweeney at (202) 942-1939 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Kathryn
McHale at (202) 824-5538 or me at (202) 942-____ with any other
questions.
Sincerely,
[Reviewer]
cc: James J. Quinlan
Igler & Dougherty, P.A.
500 North Westshore Boulevard
Suite 1010
Tampa, FL 33609
Facsimile: 813-289-1070