Item 7.01. Regulation FD Disclosure.
On April 20, 2021, FNCB Bancorp, Inc. ("FNCB") made available its investor
presentation that will be posted on the investor relations page of its website
located at investors.fncb.com on April 20, 2021.
The investor presentation is attached as Exhibit 99.1 to this Current Report and
is incorporated herein by reference. The Current Report is being furnished
pursuant to Regulation FD and no part shall be deemed "filed" for any purpose.
Forward-Looking Statements
FNCB may from time to time make written or oral "forward-looking statements,"
including statements contained in our filings with the Securities and Exchange
Commission ("SEC"), in our reports to shareholders, and in our other
communications, which are made in good faith by us pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with respect to FNCB's
beliefs, plans, objectives, goals, expectations, anticipations, estimates and
intentions, that are subject to significant risks and uncertainties, and are
subject to change based on various factors (some of which are beyond our
control). The words "may," "could," "should," "will," "would," "believe,"
"anticipate," "estimate," "expect," "intend," "plan," "project," "future" and
similar expressions are intended to identify forward-looking statements. The
following factors, among others, could cause FNCB's financial performance to
differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward-looking statements: the effect of the
coronavirus ("COVID-19") pandemic on FNCB and its customers, the Commonwealth of
Pennsylvania and the United States, related to the economy and overall financial
stability; government and regulatory responses to the COVID-19 pandemic;
government intervention in the U.S. financial system including the effects of
recent legislative, tax, accounting and regulatory actions and reforms,
including, but not limited to, the Coronavirus Aid, Relief, and Economic
Security Act (the "CARES Act"), the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the "Dodd-Frank Act") and the Tax Cuts and Jobs Act; political
instability; the ability of FNCB to manage credit risk; weakness in the economic
environment, in general, and within FNCB's market area; the deterioration of one
or a few of the commercial real estate loans with relatively large balances
contained in FNCB's loan portfolio; greater risk of loan defaults and losses
from concentration of loans held by FNCB, including those to insiders and
related parties; if FNCB's portfolio of loans to small and mid-sized
community-based businesses increases its credit risk; if FNCB's ALLL is not
sufficient to absorb actual losses or if increases to the ALLL were required;
FNCB is subject to interest-rate risk and any changes in interest rates could
negatively impact net interest income or the fair value of FNCB's financial
assets; if management concludes that the decline in value of any of FNCB's
investment securities is other-than-temporary could result in FNCB recording an
impairment loss; if FNCB's risk management framework is ineffective in
mitigating risks or losses to FNCB; if FNCB is unable to successfully compete
with others for business; a loss of depositor confidence resulting from changes
in either FNCB's financial condition or in the general banking industry; if FNCB
is unable to retain or grow its core deposit base; inability or insufficient
dividends from its subsidiary, FNCB Bank; if FNCB loses access to wholesale
funding sources; interruptions or security breaches of FNCB's information
systems; any systems failures or interruptions in information technology and
telecommunications systems of third parties on which FNCB depends; security
breaches; if FNCB's information technology is unable to keep pace with growth or
industry developments or if technological developments result in higher costs or
less advantageous pricing; the loss of management and other key personnel;
dependence on the use of data and modeling in both its management's
decision-making generally and in meeting regulatory expectations in particular;
additional risk arising from new lines of business, products, product
enhancements or services offered by FNCB; inaccuracy of appraisals and other
valuation techniques FNCB uses in evaluating and monitoring loans secured by
real property and other real estate owned; unsoundness of other financial
institutions; damage to FNCB's reputation; defending litigation and other
actions; dependence on the accuracy and completeness of information about
customers and counterparties; risks arising from future expansion or acquisition
activity; environmental risks and associated costs on its foreclosed real estate
assets; any remediation ordered, or adverse actions taken, by federal and state
regulators, including requiring FNCB to act as a source of financial and
managerial strength for the FNCB Bank in times of stress; costs arising from
extensive government regulation, supervision and possible regulatory enforcement
actions; new or changed legislation or regulation and regulatory initiatives;
noncompliance and enforcement action with the Bank Secrecy Act and other
anti-money laundering statutes and regulations; failure to comply with numerous
"fair and responsible banking" laws; any violation of laws regarding privacy,
information security and protection of personal information or another incident
involving personal, confidential or proprietary information of individuals; any
rulemaking changes implemented by the Consumer Financial Protection Bureau;
inability to attract and retain its highest performing employees due to
potential limitations on incentive compensation contained in proposed federal
agency rulemaking; any future increases in FNCB Bank's FDIC deposit insurance
premiums and assessments; and the success of FNCB at managing the risks involved
in the foregoing and other risks and uncertainties, including those detailed in
FNCB's filings with the SEC.
FNCB cautions that the foregoing list of important factors is not all inclusive.
Readers are also cautioned not to place undue reliance on any forward-looking
statements, which reflect management's analysis only as of the date of this
Current Report on Form 8-K and Investor Presentation, even if subsequently made
available by FNCB on its website or otherwise. FNCB does not undertake to update
any forward-looking statement, whether written or oral, that may be made from
time to time by or on behalf of FNCB to reflect events or circumstances
occurring after the date of this report.
Readers should carefully review the risk factors described in the Annual Report
and other documents that FNCB periodically files with the SEC, including its
Form 10-K for the year ended December 31, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 FNCB Bancorp, Inc. Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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