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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB






|  |  |                                                                                   
|- |  | ----------------------------------------------------------------------------------
|þ |  | Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 
|  |  |                                                                                   
|  |  | For the quarterly period ended June 30, 2002.                                     
|  |  |                                                                                   
|o |  | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|  |  |                                                                                   
|  |  | For the transition period from _________________ to
__________________            

Commission File No. 333-65066

FCB FINANCIAL CORP.

(Name of Small Business Issuer in
Its Charter)


|                                         |  |                                        
|---------------------------------------- |  | ---------------------------------------
|Georgia                                  |  | 58-2606457                             
|(State of Incorporation)                 |  | (I.R.S. Employer Identification Number)
|                                         |  |                                        
|401 Mall Boulevard                       |  | 31406                                  
|Savannah, Georgia                        |  | (Zip Code)                             
|(Address of Principal Executive Offices) |  |                                        

(912) 303-0209
(Issuers Telephone Number, Including Area Code)



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Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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.



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YesþNo  o

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:

|                              |  |                             
|----------------------------- |  | ----------------------------
|Class                         |  | Outstanding at June 30, 2002
|                              |  |                             
|Common Stock, $1.00 par value |  | 1,493,000                   



|Transitional Small Business Disclosure Format (check one):
|----------------------------------------------------------

YesoNo  þ



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TABLE OF CONTENTS



|                                |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION  
|                                | Item 1. Financial Statement                                                                  
|                                |                                                                                               | UNAUDITED CONSOLIDATED BALANCE SHEET                
|                                |                                                                                               | UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS      
|                                |                                                                                               | UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS      
|                                |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|PART II OTHER INFORMATION      
|                                | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                     
|EXHIBIT INDEX                  
|Certification Under Section 906



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FCB FINANCIAL CORP.

INDEX

|                                                            |  |                                                      |  |  |    |  |  | 
|----------------------------------------------------------- |  | ---------------------------------------------------- |  |  | -- |  |  | 
|PART I FINANCIAL INFORMATION                                |  |                                                      |  | 
|                                                           
|Item 1.   Financial Statements                              |  |                                                      |  | 
|                                                           
|                                                            |  | Condensed Consolidated Balance Sheets as of          |  |  |    | 
|                                                            |  | June 30, 2002 (Unaudited)                            |  |  | 2  | 
|                                                           
|                                                            |  | Condensed Consolidated Statements of Income          |  |  |    | 
|                                                            |  | (Unaudited) for the Three Months                     |  |  |    | 
|                                                            |  | and Six Months ended June 30, 2002                   |  |  | 3  | 
|                                                           
|                                                            |  | Condensed Consolidated Statements of Cash Flows      |  |  |    | 
|                                                            |  | (Unaudited) for the Three months                     |  |  |    | 
|                                                            |  | and Six Months ended June 30, 2002                   |  |  | 4  | 
|                                                           
|                                                            |  | Notes to Condensed Consolidated Financial Statements |  |  | 5  | 
|                                                           
|Item
2.   Management's Discussion and Analysis of Financial |  |                                                      |  | 
|                                                            |  | Condition and Results of Operations                  |  |  | 6  | 
|                                                           
|PART II OTHER INFORMATION                                   |  |                                                      |  | 
|                                                           
|Item
6.   Exhibits and Reports on Form 8-K                  |  |                                                      |  |  | 11





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PART I. FINANCIAL INFORMATION




Item 1. Financial Statement





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FCB FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED CONSOLIDATED BALANCE SHEET
JUNE 30, 2002




|                              |  |                                                                                                             |                                            |                                      |            |            |   | 
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ---------- | ---------- | - | 
|                              |  |                                                                                                             |                                            | ASSETS                               |            |            |   | 
|Cash and due from banks       |  | $                                                                                                           | 1,145,659                                  |                                     
|Federal funds sold            |  |                                                                                                             | 7,555,000                                  |                                     
|                              |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             | 8,700,659                                  |                                     
|                              |  |                                                                                                             |                                            |                                     
|Securities available for sale |  |                                                                                                             | 11,613,033                                 |                                     
|                              |  |                                                                                                             |                                            |                                     
|Loans                         |  |                                                                                                             | 30,594,246                                 |                                     
|                              |  |                                                                                                             | Less allowance for loan losses             |                                      |            | (318,000   | )
|                              |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             | Loans, net                                 |                                      |            | 30,276,246 |  
|                              |  |                                                                                                             |                                            |                                     
|Construction in progress      |  |                                                                                                             | 2,588,553                                  |                                     
|                              |  |                                                                                                             |                                            |                                     
|Other assets                  |  |                                                                                                             | 1,023,464                                  |                                     
|                              |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             | Total assets                               |                                      | $          | 54,201,955 |  
|                              |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             |                                            | LIABILITIES AND SHAREHOLDERS EQUITY |            |            |   | 
|Deposits:                     |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             | Non-interest bearing demand                |                                      | $          | 2,101,832  |  
|                              |  |                                                                                                             | Interest bearing demand                    |                                      |            | 31,153,989 |  
|                              |  |                                                                                                             | Savings                                    |                                      |            | 104,607    |  
|                              |  |                                                                                                             | Time                                       |                                      |            | 7,399,300  |  
|                              |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             | Total Deposits                             |                                      |            | 40,759,728 |  
|                              |  |                                                                                                             |                                            |                                     
|Shareholders equity          |  |                                                                                                             |                                            |                                     
|                              |  | Common stock, par value $1; 10,000,000 shares
authorized; 1,493,000 issued and outstanding at
June 30, 2002 |                                            |                                      | 1,493,000  |           
|                              |  | Capital surplus                                                                                             |                                            |                                      | 13,269,193 |           
|                              |  | Common stock subscribed                                                                                     |                                            |                                      | 70,000     |           
|                              |  | Accumulated deficit                                                                                         |                                            |                                      | (1,411,274 | )         
|                              |  | Cumulative other comprehensive income, net                                                                  |                                            |                                      | 21,308     |           
|                              |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             | 13,442,227                                 |                                     
|                              |  |                                                                                                             |                                            |                                     
|                              |  |                                                                                                             | Total liabilities and shareholders equity |                                      | $          | 54,201,955 |  
|                              |  |                                                                                                             |                                            |                                     

The accompanying notes are an integral part of this financial statement.

2



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FCB FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002




|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |         |         |       |  
|--------------------------------------------------- | ---------------------------------------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | -------------- | ----- | -------------- | ------- | ------- | ----- | -
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         | Three months   |       | Six months    
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         | ended June 30, |       | ended June 30,
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         | 2002           |       | 2002          
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |               
|Loans, including fees                               |                                          | $                     | 441,596                                                                                                                                                                                                                                |         |                | $     | 667,005        |        
|Investment securities                               |                                          |                       | 77,840                                                                                                                                                                                                                                 |         |                |       | 104,355        |        
|Federal funds sold                                  |                                          |                       | 29,183                                                                                                                                                                                                                                 |         |                |       | 65,878         |        
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|                                                    |                                          | Total interest Income |                                                                                                                                                                                                                                        |         | 548,619        |       |                |         | 837,238 |      
|Interest expense                                    |                                          |                       | 199,709                                                                                                                                                                                                                                |         |                |       | 301,139        |        
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|Net interest income                                 |                                          |                       | 348,910                                                                                                                                                                                                                                |         |                |       | 536,099        |        
|Provision for loan losses                           |                                          |                       | 93,000                                                                                                                                                                                                                                 |         |                |       | 318,000        |        
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|Net interest income after provision for loan losses |                                          |                       | 255,910                                                                                                                                                                                                                                |         |                |       | 218,099        |        
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|Other non-interest income                           |                                          |                       | 24,969                                                                                                                                                                                                                                 |         |                |       | 233,871        |        
|Other non-interest expenses                         |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|                                                    | Salaries and employee benefits           |                       |                                                                                                                                                                                                                                        | 335,195 |                |       |                | 675,611 |        
|                                                    | Occupancy and equipment                  |                       |                                                                                                                                                                                                                                        | 87,934  |                |       |                | 162,263 |        
|                                                    | Marketing and other business development |                       |                                                                                                                                                                                                                                        | 43,770  |                |       |                | 95,140  |        
|                                                    | Postage, printing and supplies           |                       |                                                                                                                                                                                                                                        | 25,141  |                |       |                | 48,353  |        
|                                                    | Other                                    |                       |                                                                                                                                                                                                                                        | 113,766 |                |       |                | 344,471 |        
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|                                                    |                                          |                       | 605,806                                                                                                                                                                                                                                |         |                |       | 1,325,838      |        
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|Loss before income taxes                            |                                          |                       | (324,927                                                                                                                                                                                                                               | )       |                |       | (873,868       | )      
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|                                                    |                                          | Income tax expense    |                                                                                                                                                                                                                                        |         |                |       |                |         |         |      
|Net Loss                                            |                                          | $                     | (324,927                                                                                                                                                                                                                               | )       |                | $     | (873,868       | )      
|                                                    |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|Per share information:                              |                                          |                       |                                                                                                                                                                                                                                        |         |                |       |                |        
|                                                    |                                          |                       | Basic and diluted net loss per common share -
Based on 1,483,900 weighted average shares
outstanding for the three months ended June
30, 2002 and 1,345,320 weighted average
shares outstanding for the six months ended
June 30, 2002 |         | $              | (0.22 | )              |         | $       | (0.65 | )

The accompanying notes are an integral part of this financial statement.

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FCB FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002

|                          |                                                                             |                        |                               |             |                |          |                |             |         |          |  
|------------------------- | --------------------------------------------------------------------------- | ---------------------- | ----------------------------- | ----------- | -------------- | -------- | -------------- | ----------- | ------- | -------- | -
|                          |                                                                             |                        |                               |             | Three months   |          | Six months    
|                          |                                                                             |                        |                               |             | ended June 30, |          | ended June 30,
|                          |                                                                             |                        |                               |             | 2002           |          | 2002          
|                          |                                                                             |                        |                               |             |                |          |               
|Operating Activities:     |                                                                             |                        |                               |             |                |          |                |            
|                          | Net loss                                                                    |                        | $                             | (324,927    | )              |          | $              | (873,868    | )      
|                          | Adjustments to reconcile net loss to net cash used
in operating activities: |                        |                               |             |                |          |                |             |        
|                          |                                                                             |                        | Depreciation                  |             |                |          |                |             |         |          |  
|                          |                                                                             |                        | Provision for loan losses     |             |                | 93,000   |                |             |         | 318,000  |  
|                          |                                                                             |                        | Increase in other assets      |             |                | (274,882 | )              |             |         | (781,100 | )
|                          |                                                                             |                        | Increase in other liabilities |             |                |         |                |             |         | (113,666 | )
|                          |                                                                             |                        |                               |             |                |          |                |            
|                          | Net cash used in operating activities                                       |                        |                               | (506,809    | )              |          |                | (1,450,634  | )      
|                          |                                                                             |                        |                               |             |                |          |                |            
|Investing Activities:     |                                                                             |                        |                               |             |                |          |                |            
|                          | Purchase of securities available for sale, net                              |                        |                               | (3,449,251  | )              |          |                | (11,591,725 | )      
|                          | Net increase in loans                                                       |                        |                               | (13,479,878 | )              |          |                | (30,594,246 | )      
|                          | Purchase of property                                                        |                        |                               | (487,385    | )              |          |                | (554,088    | )      
|                          | Cash received from branch purchase                                          |                        |                               | 897,000     |                |          |                | (7,555,000  | )      
|                          |                                                                             |                        |                               |             |                |          |                |            
|                          | Net cash used in investing activities                                       |                        |                               | (16,519,514 | )              |          |                | (50,295,059 | )      
|                          |                                                                             |                        |                               |             |                |          |                |            
|Financing Activities:     |                                                                             |                        |                               |             |                |          |                |            
|                          | Net increase in deposits                                                    |                        |                               | 17,358,486  |                |          |                | 40,759,728  |        
|                          | Repayment of short term borrowings                                          |                        |                               |            |                |          |                | (3,015,000  | )      
|                          | Cash released from escrow                                                   |                        |                               |            |                |          |                | 12,413,000  |        
|                          | Repayment of short-term borrowings                                          |                        |                               | 220,000     |                |          |                | 2,683,118   |        
|                          |                                                                             |                        |                               |             |                |          |                |            
|                          | Net cash provided by financing activities                                   |                        |                               | 17,578,486  |                |          |                | 52,841,054  |        
|                          |                                                                             |                        |                               |             |                |          |                |            
|                          | Net increase in cash and cash equivalents                                   |                        |                               | 552,163     |                |          |                | 1,095,361   |        
|                          | Cash and cash equivalents beginning of period                               |                        |                               |            |                |          |                | 50,298      |        
|                          |                                                                             |                        |                               |             |                |          |                |            
|                          | Cash and cash equivalents end of period                                     |                        | $                             | 552,163     |                |          | $              | 1,145,659   |        
|                          |                                                                             |                        |                               |             |                |          |                |            
|Supplemental Disclosures: |                                                                             |                        |                               |             |                |          |                |            
|                          |                                                                             | Cash paid for interest |                               | $           | 200,000        |          |                | $           | 301,000 |         
|                          |                                                                             |                        |                               |             |                |          |                |            
|                          | Cash paid for income taxes                                                  |                        |                               |             |                |          |                |             |        
|                          |                                                                             |                        |                               |             |                |          |                |            
|                          |                                                                             |                        |                               |             |                |          |                |            

The accompanying notes are an integral part of this financial statement.

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FCB FINANCIAL CORP.




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1  BASIS OF PRESENTATION

The Companys unaudited consolidated financial statements were prepared in
accordance with the instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a complete presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles. In the opinion of management of the Company,
however, the consolidated financial statements reflect all adjustments
(consisting of only normal recurring accruals) which are necessary to present
fairly the consolidated financial position and the consolidated results of
operations of the Company. The consolidated results of operations for the
three month and six month periods ended June 30, 2002 are not necessarily
indicative of the results of which may be expected for an entire year.

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Cautionary Notice Regarding Forward-Looking Statements

Some of the statements of the FCB Financial Corp., a Georgia corporation
(the Company) and First Chatham Bank, a Georgia banking corporation (the
Bank) included in this Report, including matters discussed under the caption
Managements Discussion and Analysis of Financial Condition and Plan of
Operations, are forward-looking statements. Forward-looking statements
include statements about the competitiveness of the banking industry, potential
regulatory obligations, potential economic growth in the Banks primary service
area, the business strategies of the Company and the Bank, capital expenditures
of the Company and the Bank, including construction of additional offices and
other statements that are not historical facts. The words anticipate,
estimate, project, intend, expect, believe, forecast and similar
expressions are intended to identify the forward-looking statements, but some
of these statements may use other phrasing. These forward-looking statements
are not guarantees of future performance and are subject to a number of risks,
uncertainties and other factors that could cause the Companys actual results,
performance or achievements to differ materially from those expressed or
implied by these forward-looking statements. These factors include, among other
things



| |  |  | increased competition from other financial institutions;                       
| | - |  | -------------------------------------------------------------------------------
|
| |  |  | lack of sustained growth in the economy of Chatham County, Georgia;            
|
| |  |  | rapid fluctuations in interest rates;                                          
|
| |  |  | departures of key personnel;                                                   
|
| |  |  | failure to successfully integrate the branch acquisition;                      
|
| |  |  | potential deposit attrition following completion of the branch acquisition; and
|
| |  |  | changes in the legislative and regulatory environment.                         

Many of these factors are beyond the Companys ability to control or
predict, and readers are cautioned not to put undue reliance on such
forward-looking statements. The Company disclaims any obligation to update or
revise publicly or otherwise any forward-looking statements to reflect
subsequent events, new information or future circumstances, except as required
by law.

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

The purpose of the following discussion is to address information relating
to the financial condition and results of operations of the Company that may
not be readily apparent from the consolidated financial statements and notes
thereto, which begin on page 1 of this Report. This discussion should be read
in conjunction with the information provided in the Companys consolidated
financial statements and notes thereto.

General

The Company was in the development stage during the last fiscal year and
remained in that stage until January 2002. The Company was organized on
February 13, 2001 to serve as a holding company for the Bank. From February
13, 2001 through January 23, 2002, the Companys main activities were:



| |  |  | seeking, interviewing and selecting its officers;                                                                                                                  
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | preparing its business plan;                                                                                                                                       
|
| |  |  | applying for a state bank charter under the laws of the State of Georgia;                                                                                          
|
| |  |  | applying for FDIC deposit insurance;                                                                                                                               
|
| |  |  | applying to become a bank holding company;                                                                                                                         
|
| |  |  | identifying the sites for its banking facilities;                                                                                                                  
|
| |  |  | negotiating an acquisition of the performing loans and
assumption of certain deposits and other liabilities of the Savannah
branch office of The Tattnall Bank; and
|
| |  |  | raising equity capital through an initial public offering.                                                                                                         

With the prior approval of the Board of Governors of the Federal Reserve
System and the Georgia Department of Banking and Finance (the Georgia
Department), on January 22, 2002, the Company used $10,000,000 of the net
proceeds of its initial public offering of common stock to capitalize the Bank.
In return, the Bank issued all of its common stock to the Company, and the
Company became the Banks sole shareholder. Accordingly, the Company is now a
bank holding company within the meaning of the Bank Holding Company Act.

On January 23, 2002, pursuant to a Purchase and Assumption Agreement,
dated October 22, 2001, the Bank acquired the performing loans and assumed
certain deposit and other liabilities of the Savannah branch office of The
Tattnall Bank, located at 7917 Abercorn Street, Savannah, Georgia (the Branch
Acquisition). In the Branch Acquisition, the Bank assumed approximately
$10,924,000 in deposit and other liabilities and acquired approximately
$9,869,000 in loans and other assets. The Bank was charged a premium of
$370,000 on the deposit liabilities it assumed from The Tattnall Bank.

Pursuant to the terms of Purchase and Assumption Agreement, the Bank
received a cash payment of approximately $413,000 at closing, the amount by
which the deposit and other liabilities assumed by the Bank exceeded the amount
of the deposit premium and the loans and other assets (including an additional
amount of approximately $272,000 representing vault cash and ATM cash) acquired
by the

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Bank. In connection with the Branch Acquisition, the Bank entered into a one year
agreement with The Tattnall Bank to lease the facility used by The Tattnall
Bank as its Savannah branch office, including all of the existing furniture,
fixtures and equipment. The Bank plans to conduct banking operations in this
facility until construction of the Banks future main office facility is
completed. For the remainder of the lease term, the Company plans to use this
facility for additional office space. On January 23, 2002, after completing
the Branch Acquisition, the Bank opened for business in the branch office
facility formerly used by The Tattnall Bank as its Savannah branch office.

Financial Condition

At June 30, 2002, the Company had total assets of approximately $54.2
million. These assets consisted of approximately $30.3 million in loans, $11.6
million in securities available for sale, $7.6 million in federal funds sold,
$2.6 million in construction in progress, $1.1 million in cash and due from
banks and $1.0 million in other assets. At June 30, 2002, the Companys loan
portfolio consisted principally of approximately $20 million in commercial
loans, $6 million in consumer loans and $4 million in real estate loans.
During the three month and six month periods ended June 30, 2002, the Bank
originated approximately $13 million and approximately $16 million in loans,
respectively. In addition, the Bank acquired approximately $8 million in loans
through the Branch Acquisition. The allowance for loan losses was $318,000 at
June 30, 2002.

Liabilities at June 30, 2002 totaled approximately $40.8 million,
consisting principally of $31.2 million in interest bearing demand deposits,
$7.4 million in time deposits and $2.1 in non-interest bearing demand deposits.
During the three month and six month periods ended June 30, 2002, the Company
had new deposits of $18 million and $29 million, respectively. In addition,
the Bank assumed approximately $11 million of deposits through the Branch
Acquisition. At June 30, 2002, shareholders equity was approximately $13.4
million.

Liquidity

Liquidity management involves the ability to match the cash flow
requirements of the Companys customers, who may be either depositors desiring
to withdraw funds or borrowers requiring loan proceeds. This is accomplished
by monitoring and managing the balances and maturities of its loans and
deposits in such a way that its cash in vaults, cash held in correspondent bank
accounts, and federal funds sold are sufficient to meet anticipated demand for
immediate funds. Additionally, the Bank is a member of the Federal Home Loan
Bank and the bank maintains a federal funds borrowed line of credit with two
correspondents as a source of additional liquidity as needed.

The liquidity of the Company is monitored on a periodic basis by
management and regulatory authorities. The Company has no historical reference
for seasonal or other related demands on its liquidity. Because of this lack
of history and the expected high growth of the Company, a higher than normal
level of liquidity is being maintained.

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Capital Expenditures  Additional Office Properties

On August 1, 2001, the Company acquired an approximately 0.8 acre lot
neighboring the Oglethorpe Mall in Savannah for a purchase price of $785,000.
The property will be the site for the Banks future main office, which is
expected to have approximately 6,400 square feet of office space. To pay for
the property, the Company entered into a loan agreement with Nexity Bank, for
an amount of $785,000. Each organizer of the Company guaranteed a pro-rata
portion of the loan, which bore interest at 0.75% less than the prime rate, as
published in the Money Rates section of The Wall Street Journal, and was
scheduled to be due on August 1, 2002. In January 2002, the Company repaid the
loan in full using a portion of the proceeds of the offering.

In addition, in June 2001 the Company acquired an approximately 1.0 acre
lot in the West Chatham area of Chatham County for a purchase price of
$975,000. The property will be the site for a branch office, which is expected
to have approximately 3,200 square feet of office space. The purchase price
for this branch office site was funded through a loan agreement with Nexity
Bank for an amount of $975,000. Each organizer of the Company guaranteed a
pro-rata portion of the loan, which bore interest at 0.75% less than the prime
rate, as published in the Money Rates section of The Wall Street Journal, and
was scheduled to be due on June 25, 2002. In January 2002, the Company repaid
the loan in full using a portion of the proceeds of the offering.

Construction of the future main office and branch office began in
September 2001. Through June 30, 2002, the Company had incurred costs of
construction of approximately $360,000 for the future main office and
approximately $432,000 for the future branch office. The total costs of
constructing the future main office and branch office facilities are estimated
at $1,300,000 and $800,000, respectively. The Company has contracted with J.T.
Turner Construction Co., Inc., a construction company owned by James T. Turner,
Jr., a director of the Bank, to construct these office facilities. The
Company accepted bids for the construction of these facilities and selected Mr.
Turners company as a result of it submitting the lowest bid.

Costs of furnishing and equipping the Banks future main office and branch
office facilities are estimated at $406,800 and $256,800, respectively.

Other Commitments and Contingencies

In addition, our financial statements do not reflect various commitments
and contingent liabilities that arise in the normal course of business. These
off-balance sheet financial instruments include commitments to extend credit
and standby letters of credit. Such financial instruments are included in the
financial statements when funds are distributed or the instruments become
payable. At June 30, 2002, the Bank had outstanding commitments to extend
credit of approximately $7.0 million and outstanding letters of credit of
approximately $3.8 million.

Other than as described above, management knows of no trends, demands,
commitments, events or uncertainties that should result in, or are reasonably
likely to result in, the Companys liquidity increasing or decreasing in any
material way in the foreseeable future.

Capital Adequacy

Requirements by banking regulators include the monitoring of risk-based
capital guidelines for banks and holding companies that are designed to make
capital requirements more sensitive to differences in risk profiles and account
for off balance sheet items. The Bank and the Company substantially exceeded
the regulatory minimums on capital requirements and ratios as of June 30, 2002.
However, as the

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Company and the Bank continue to grow and the loan portfolio increases, these
ratios should adjust downward. Management will monitor these amounts and
ratios on a continuous basis. The minimum capital requirements and the actual
capital ratios for the Company and the Bank as of June, 2002 are as follows:

Capital Ratios

|                                                                                         |  |           |                     |         |  |             |                     |  |  |  |                  | 
|---------------------------------------------------------------------------------------- |  | --------- | ------------------- | ------- |  | ----------- | ------------------- |  |  |  | ---------------- | 
|                                                                                         |  | FCB       |                     | First   |  | Regulatory 
|                                                                                         |  | Financial |                     | Chatham |  | Minimum    
|                                                                                         |  | Corp.     |                     | Bank    |  | Requirement
|                                                                                         |  |           |                     |         |  |            
|Leverage capital ratios
Risk-based capital ratios
     Tier 1 capital
     Total capital |  |           | 99.41
 
28.35
29.02 |         |  |             | 25.97
 
18.40
19.07 |  |  |  | 4.00
 
4.00
8.00 | 

Results of Operations

The Companys banking subsidiary, First Chatham Bank, received its charter
from the Georgia Department and commenced banking operations on January 23,
2002.

The Companys results of operations are determined by its ability to
effectively manage net interest income, control non-interest expenses, generate
non-interest income and minimize loan losses. In order for the Company to
become profitable, it must increase the amount of its earning assets so that
net interest income along with non-interest income is sufficient to cover
normal operating expenses incurred in a banking operation and the Banks
provision for loan losses.

Net Income.Net losses for the three month and six month periods ended
June 30, 2002 were $0.22 and $0.65 per share, respectively. Net interest
income for the three month and six month periods ended June 30, 2002 was
$348,910 and $536,099, respectively, which resulted in a net interest margin
for the three month six month periods ended June 30, 2002 of
3.63% and 3.73%,
respectively.

Provision for Loan Losses.The provision for loan losses represents a
charge to earnings in the current period to maintain an allowance for possible
future loan losses. These charges are at a level that management determines is
adequate based on the makeup of the loan portfolio and current economic
considerations. The provision for loan losses was $93,000 for the three month
period ended June 30, 2002, and $318,000 for the six month period ended June
30, 2002. As of June 30, 2002, no loans had been charged off by the Company.
In addition, there were no loans past due greater than thirty days and no loans
had been placed on nonaccrual status.

Other Income and Expenses.Other income totaled $24,969 and $233,871 for
the three month and six month periods ended June 30, 2002. Total non-interest
expense was $605,806 and $1,325,838, respectively, for the three month and six
month periods ended June 30, 2002. For the six month period ended June 30,
2002, non-interest expense consisted primarily of $675,611 in salaries and
employee benefits and $344,471 of other expenses, which principally included
legal and accounting expenses, data processing, consultant fees, insurance,
dues and subscriptions and charter expenses.

Income Taxes.The Company will be subject to federal and state income
taxes when taxable income is generated. No income taxes have been accrued as
of June 30, 2002, because of the operational losses incurred to date.

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The Company was in its organizational stages as of June 30, 2001.
Therefore, statements of operations and cash flows for the period ended June
30, 2001 and a comparative analysis to June 30, 2001 is not provided.

Critical Accounting Policies

The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. We believe that our determination of the allowance for
loan losses affects our most significant judgments and estimates used in the
preparation of our consolidated financial statements. Estimates and
assumptions are reviewed periodically and the effects of revisions are
reflected in the consolidated financial statements in the period they are
determined to be necessary.

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan
losses charged to operations. Loans are charged against the allowance for loan
losses when management believes that the collection of principal is unlikely.
Subsequent recoveries are added to the allowance. Managements evaluation of
the adequacy of the allowance for loan losses is based on a formal analysis
which assesses the risk within the loan portfolio. This analysis includes
consideration of the size of the portfolio, level of nonperforming loans, loan
concentrations, historical performance, current economic conditions and review
of certain individual loans.

Management believes that the allowance for loan losses is adequate. While
management uses available information to recognize losses on loans, future
additions to the allowance for loan losses may be necessary based on changes in
economic conditions. In addition, various regulatory agencies, as an integral
part of their examination process, periodically review the Banks allowance for
loan losses. Such agencies may require the Bank to recognize additions to the
allowance for loan losses based on their judgments about information available
to them at the time of their examination.




PART II

OTHER INFORMATION




Item 6.     Exhibits and Reports on Form 8-K.

(a)      Exhibits

None

(b)     Reports on Form 8-K



| |                                                                         
| | ------------------------------------------------------------------------
| | Exhibit 99.1  Certification under Section 906 of the Sarbanes-Oxley Act

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the Registrant caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|       |  |                 |  |                                                                                                                                                      
|------ |  | --------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: |  | August 13, 2002 |  | FCB FINANCIAL CORP.
 
By: /s/ Brian R. FosterBrian R. Foster
   President and Chief Executive Officer
   (Principal Executive and Accounting Officer)





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EXHIBIT INDEX

|     |  |                                                          
|---- |  | ---------------------------------------------------------
|99.1 |  | Certification Under Section 906 of the Sarbanes-Oxley Act