This Quarterly Report should be read in conjunction with the more detailed and
comprehensive disclosures included in the Annual Report on Form 10-K for the
year ended December 31, 2019 for FNCB Bancorp, Inc. In addition, please read
this section in conjunction with the consolidated financial statements and notes
to consolidated financial statements contained elsewhere herein.



FNCB Bancorp, Inc. and its subsidiaries ("FNCB") are in the business of
providing customary retail and commercial banking services to individuals,
businesses and local governments and municipalities through its wholly-owned
subsidiary, FNCB Bank, at its 17 full-service branch offices within its primary
market area, Northeastern Pennsylvania, and a limited purpose office based in
Allentown, Lehigh County, Pennsylvania.



FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION





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
report, 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
Annual Report  on Form 10-K for the year ended December 31, 2019.



Any references to FNCB's website, www.fncb.com or any variation thereof, shall not incorporate the contents of such website into this Report.

CRITICAL ACCOUNTING POLICIES





In preparing the consolidated financial statements, management has made
estimates, judgments and assumptions that affect the reported amounts of assets
and liabilities as of the date of the consolidated statements of condition and
results of operations for the periods indicated. Actual results could differ
significantly from those estimates.



FNCB's accounting policies are fundamental to understanding management's
discussion and analysis of its financial condition and results of operations.
Management has identified the policies on the determination of the allowance for
loan and lease losses ("ALLL"), securities' valuation and impairment evaluation,
the valuation of other real estate owned ("OREO") and income taxes to be
critical, as management is required to make subjective and/or complex judgments
about matters that are inherently uncertain and could be most subject to
revision as new information becomes available.



                                       30

--------------------------------------------------------------------------------

Table of Contents





The judgments used by management in applying the critical accounting policies
discussed below may be affected by changes and/or deterioration in the economic
environment, which may impact future financial results. Specifically, subsequent
evaluations of the loan portfolio, in light of the factors then prevailing, may
result in significant changes in the ALLL in future periods, and the inability
to collect on outstanding loans could result in increased loan losses. In
addition, the valuation of certain securities in FNCB's investment portfolio
could be negatively impacted by illiquidity or dislocation in marketplaces
resulting in significantly depressed market prices thus leading to impairment
losses.


Allowance for Loan and Lease Losses





Management evaluates the credit quality of FNCB's loan portfolio on an ongoing
basis and performs a formal review of the adequacy of the ALLL on a quarterly
basis. The ALLL is established through a provision for loan losses charged to
earnings and is maintained at a level management considers adequate to absorb
estimated probable losses inherent in the loan portfolio as of the evaluation
date. Loans, or portions of loans, determined by management to be uncollectible
are charged off against the ALLL, while recoveries of amounts previously charged
off are credited to the ALLL.



Determining the amount of the ALLL is considered a critical accounting estimate
because it requires significant judgment and the use of estimates related to the
amount and timing of expected future cash flows on impaired loans, estimated
losses on pools of homogeneous loans based on historical loss experience,
qualitative factors, and consideration of current economic trends and
conditions, all of which may be susceptible to significant change. Banking
regulators, as an integral part of their examination of FNCB, also review the
ALLL, and may require, based on their judgments about information available to
them at the time of their examination, that certain loan balances be charged off
or require that adjustments be made to the ALLL. Additionally, the ALLL is
determined, in part, by the composition and size of the loan portfolio.



The ALLL consists of two components, a specific component and a general
component. The specific component relates to loans that are classified as
impaired. For such loans, an allowance is established when the discounted cash
flows, collateral value or observable market price of the impaired loan is lower
than the carrying value of that loan. The general component covers all other
loans and is based on historical loss experience adjusted by qualitative
factors. The general reserve component of the ALLL is based on pools of
unimpaired loans segregated by loan segment and risk rating categories of
"Pass," "Special Mention" or "Substandard and Accruing." Historical loss factors
and various qualitative factors are applied based on the risk profile in each
risk rating category to determine the appropriate reserve related to those
loans. Substandard loans on non-accrual status above the $100 thousand loan
relationship threshold and all loans considered troubled debt restructurings
("TDRs") are classified as impaired.



See Note 4, "Loans" of the notes to consolidated financial statements included in Item 1 hereof for additional information about the ALLL.

Securities Valuation and Evaluation for Impairment





Management utilizes various inputs to determine the fair value of its investment
portfolio. To the extent they exist, unadjusted quoted market prices in active
markets (Level 1) or quoted prices for similar assets or models using inputs
that are observable, either directly or indirectly (Level 2) are utilized to
determine the fair value of each investment in the portfolio. In the absence of
observable inputs or if markets are illiquid, valuation techniques are used to
determine fair value of any investments that require inputs that are both
unobservable and significant to the fair value measurement (Level 3). For Level
3 inputs, valuation techniques are based on various assumptions, including, but
not limited to, cash flows, discount rates, adjustments for nonperformance and
liquidity, and liquidation values. A significant degree of judgment is involved
in valuing investments using Level 3 inputs. The use of different assumptions
could have a positive or negative effect on FNCB's financial condition or
results of operations. See Note 3, "Securities/Subsequent Event" and Note 13,
"Fair Value Measurements" of the notes to consolidated financial statements
included in Item 1 hereof for additional information about FNCB's securities
valuation techniques.



On a quarterly basis, management evaluates individual investment securities in
an unrealized loss position for other than temporary impairment ("OTTI"). The
evaluation for OTTI requires the use of various assumptions, including but not
limited to, the length of time an investment's fair value is less than book
value, the severity of the investment's decline, any credit deterioration of the
issuer, whether management intends to sell the security, and whether it is
more-likely-than-not that FNCB will be required to sell the security prior to
recovery of its amortized cost basis. Debt investment securities deemed to have
OTTI are written down by the impairment related to the estimated credit loss,
and the non-credit related impairment loss is recognized in other comprehensive
income. FNCB did not recognize any OTTI charges on investment securities for
the three and six months ended June 30, 2020 and 2019 within the consolidated
statements of income.



Refer to Note 3, "Securities/Subsequent Event," of the notes to consolidated
financial statements included in Item 1 hereof for additional information about
valuation of securities.



Other Real Estate Owned



OREO consists of property acquired by foreclosure, abandonment or conveyance of
deed in-lieu of foreclosure of a loan, and bank premises that are no longer used
for operation or for future expansion. OREO is held for sale and is initially
recorded at fair value less estimated costs to sell at the date of acquisition
or transfer, which establishes a new cost basis. Upon acquisition of the
property through foreclosure or deed-in-lieu of foreclosure, any adjustment to
fair value less estimated selling costs is recorded to the ALLL. The
determination is made on an individual asset basis. Bank premises no longer used
for operations or future expansion are transferred to OREO at fair value less
estimated selling costs with any related write-down included in non-interest
expense. Subsequent to acquisition, valuations are periodically performed and
the assets are carried at the lower of cost or fair value less estimated cost to
sell. Fair value is determined through external appraisals, current letters of
intent, broker price opinions or executed agreements of sale, unless management
determines that conditions exist that warrant an adjustment to the value. Costs
relating to the development and improvement of the OREO properties may be
capitalized; holding period costs and any subsequent changes to the valuation
allowance are charged to expense as incurred.



Income Taxes



The objectives of accounting for income taxes are to recognize the amount of
taxes payable or refundable for the current year and deferred tax liabilities
and assets for the future tax consequences of events that have been recognized
in an entity's financial statements or tax returns. Judgment is required in
assessing the future tax consequences of events that have been recognized in
FNCB's consolidated financial statements or tax returns. Fluctuations in the
actual outcome of these future tax consequences could impact our consolidated
financial condition or results of operations.



                                       31

--------------------------------------------------------------------------------

Table of Contents





FNCB records an income tax provision or benefit based on the amount of tax
currently payable or receivable and the change in deferred tax assets and
liabilities. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
and tax reporting purposes. Management conducts quarterly assessments of all
available positive and negative evidence to determine the amount of deferred tax
assets that will more likely than not be realized. FNCB establishes a valuation
allowance for deferred tax assets and records a charge to income if management
determines, based on available evidence at the time the determination is made,
that it is more likely than not that some portion or all of the deferred tax
assets will not be realized. In evaluating the need for a valuation allowance,
management considers past operating results, estimates of future taxable income
based on approved business plans, future capital requirements and ongoing tax
planning strategies. This evaluation process involves significant management
judgment about assumptions that are subject to change from period to period
depending on the related circumstances. The recognition of deferred tax assets
requires management to make significant assumptions and judgments about future
earnings, the periods in which items will impact taxable income, future
corporate tax rates, and the application of inherently complex tax laws. The use
of different estimates can result in changes in the amounts of deferred tax
items recognized, which may result in equity and earnings volatility because
such changes are reported in current period earnings.



In connection with determining the income tax provision or benefit, management
considers maintaining liabilities for uncertain tax positions and tax strategies
that it believes contain an element of uncertainty. Periodically, management
evaluates each of FNCB's tax positions and strategies to determine whether a
liability for uncertain tax benefits is required. As of June 30, 2020
and December 31, 2019, management determined that FNCB did not have any
uncertain tax positions or tax strategies and that no liability was required to
be recorded.


Refer to Note 8, "Income Taxes," of the notes to consolidated financial statements included in Item 1 hereof for additional information about income taxes.

New Authoritative Accounting Guidance and Accounting Guidance to be Adopted in Future Periods





Refer to Note 2, "New Authoritative Accounting Guidance," of the notes to
consolidated financial statements included in Item 1 hereof for information
about new authoritative accounting guidance adopted by FNCB during the three
months ended June 30, 2020, as well as new accounting guidance issued, but not
previously reported, that will be adopted by FNCB in future periods.



Impact of COVID-19 and FNCB's response to the pandemic





In March 2020, the outbreak of the novel Coronavirus Disease 2019 ("COVID-19")
was recognized as a pandemic by the World Health Organization. The spread of
COVID-19 has created a global public health crisis that has resulted in
unprecedented uncertainty, volatility and disruption in financial markets and in
governmental, commercial and consumer activity in the United States and
globally, including the markets that FNCB serves. Governmental
authorities responded to the COVID-19 pandemic by mandating the closure of
locations of non-essential businesses and requiring individuals to observe
social distancing and "stay-at-home" restrictions. These governmental
restrictions, coupled with fear of contracting the virus, have resulted in a
rapid decline in commercial and consumer activity, loss of revenues by
businesses, a severe spike in unemployment, material decreases in oil and gas
prices and in business valuations, disrupted global supply chains and market
volatility. The federal government responded by enacting bipartisan emergency
response legislation. Additionally, the Federal Open Market Committee ("FOMC")
lowered the federal funds target rate a total of 150 basis points in two
emergency actions, 50 basis points on March 3, 2020 and 100 basis points on
March 15, 2020, with an expectation that Federal Reserve policy will maintain a
low interest rate environment for the foreseeable future. Late in the second
quarter of 2020, state and local economies began the re-opening process subject
to a resurgence of COVID-19 locally, regionally or nationally. Businesses were
allowed to operate but must adhere to capacity restrictions and safety and
social distancing requirements.



As a financial institution, FNCB is considered essential and has remained open
for business and is operating under its pandemic preparedness plan. To ensure
the financial needs of its customers are addressed in a safe and consistent
manner, FNCB Bank offices are open for regular business, with administrative,
lending and community branch offices adhering to federal, state, and local
governmental guidelines and social distancing mandates. However, in order to
limit the spread of COVID-19 customers are encouraged to utilize
FNCB's drive-thru facilities, automated teller machines, Customer Care center,
remote deposit capture and online banking, including online chat capabilities,
and mobile banking applications. FNCB is also providing the necessary
technology, when needed, to its operational staff to work remotely in a secure
environment. FNCB does not currently face any material resource constraints
through the implementation of its pandemic preparedness plan. Through the six
months ended June 30, 2020, FNCB incurred COVID-19 related expenses including
stay-at-home pay, computer-related costs, cleaning and sanitizing facilities and
safety supplies totaling $183 thousand, which is included in non-interest
expense in the consolidated statements of income. Additionally, FNCB has not
identified any material operational or internal control challenges or risks, nor
does it anticipate any significant challenges to its ability to maintain its
systems and controls, related to operational changes resulting from
implementation of the pandemic preparedness plan.



As part of the federal emergency response, on March 27, 2020, the Coronavirus
Aid, Relief, and Economic Security ("CARES") Act was signed into law. It
contains substantial tax and spending provisions intended to address the impact
of the COVID-19 pandemic. The CARES Act includes the Paycheck Protection Program
("PPP") administered by the Small Business Administration ("SBA"), initially a
nearly $350 billion program designed to aid small- and medium-sized businesses
through federally guaranteed loans distributed through banks. These loans were
intended to guarantee eight weeks of payroll and other costs to help those
businesses remain viable and allow their workers to pay their bills. By April
16, 2020, the SBA announced funding under the initial allotment had been
exhausted. Subsequently, on April 24, 2020, President Trump signed the law
replenishing the PPP with approximately $320 billion in new funds.  As an SBA
Lender, FNCB Bank is actively participating in PPP loans assisting our small
business community in securing this important funding. As of June 30, 2020, FNCB
was able to serve 920 small business customers with PPP loans totaling
$117.0 million.



Additionally, in order to provide financial stability for both personal and
business customers that are facing unemployment, temporary furloughs and
closures, FNCB rolled out a payment deferral program providing for either an
interest-only period or full payment deferral of up to six months. As
of June 30, 2020, FNCB assisted 905 customers under our payment deferral
program, with the aggregate principal balance of loans modified totaling
$176.9 million. FNCB also developed a special "Personal Relief Loan," an
unsecured, 36-month, low interest loan up to $5,000 for individuals financially
impacted by COVID-19 due to temporary loss of employment. Additionally, FNCB
temporarily suspended all repossession and foreclosure activity and have
suspended certain deposit service charges related to debit card usage.



The Federal Reserve Bank also established the Main Street Lending Program to
support lending to small and mid-sized businesses and not-for-profit
organizations impacted by the COVID-19 pandemic. Specifically, the Main Street
Business Lending Program provides for five loan facilities with total potential
funding of up to $600 billion. The Main Street New Loan Facility ("MSNLF"), the
Main Street Priority Loan Facility ("MSPLF") and the Main Street Expanded Loan
Facility ("MSELF") are three credit facilities that provide eligible business
borrowers impacted by COVID-19 with financing in amounts of $250 thousand to
$300 million depending on facility. Terms of all three facilities include
Federal Reserve Bank participation of 95.0%, lender participation of 5.0%, a
maturity of 5 years, principal deferral for two years, interest deferral for one
year, an adjustable interest rate based on one- or three-month LIBOR plus 300
basis points. Similarly, the Nonprofit Organization New Loan Facility ("NONLF")
and the Nonprofit Organization Expanded Loan Facility ("NOELF") provide eligible
not-for-profit organizations with financing in amounts of $250 thousand to $10
million. FNCB Bank has received approval from the Federal Reserve Bank as a
participating lender in the Main Street Lending Program. As of June 30, 2020,
there were no loans outstanding that were originated under the Main Street
Lending Program. Subsequent to June 30, 2020 and before the filing date of this
quarterly report on Form 10-Q, FNCB originated two MSPLF loans with an
aggregate principal balance of $53.0 million and retained 5.0% of the
outstanding principal balance or $2.7 million.



                                       32

--------------------------------------------------------------------------------

Table of Contents





FNCB is prepared to continue to offer short-term assistance in accordance with
regulatory guidelines and participate in the PPP and Main Street Lending
Program. As the fallout of the COVID-19 pandemic ripple through the national,
regional and local economies, management continues to identify and monitor
potential weaknesses in the loan portfolio. Management has identified and is
monitoring exposures to borrowers and industries that may be impacted more
immediately and acutely than others.  Additionally, management has
proactively reached out to specific borrowers to provide guidance and assistance
as appropriate.  On a portfolio level, management continues to monitor aggregate
exposures to highly sensitive segments such as hotels and hospitality for
changes in asset quality and payment performance, and liquidity
levels. Management monitors unfunded commitments such as lines of credit and
overdraft protection to determine liquidity and funding issues that may arise
with our customers. During the first half of 2020, as part of its evaluations of
the adequacy of the ALLL, management increased the unallocated portion of the
ALLL, as well as adjusted the qualitative factors included in the calculation,
due to economic and employment uncertainty and disruption due to the global
pandemic. Should economic conditions worsen, FNCB could experience further
increases in its required allowance for loan and lease losses and record
additional provisions for loan and lease losses. It is possible that FNCB's
asset quality metrics could be materially and adversely impacted in future
periods if the effects of COVID-19 are prolonged.



FNCB anticipates the COVID-19 pandemic will impact its business in future
periods. However, because the impact is contingent upon the duration and
severity of the economic downturn, management cannot determine or estimate the
magnitude of the impact at this time. The FNCB team will continue to work
diligently to address other issues due to the COVID-19 pandemic in a safe and
sound manner as they arise. Management believes that the steps taken in 2019 to
strengthen our balance sheet and capital position, as well as the additional
credit provisioning will allow FNCB to withstand the challenges that may be
presented.



The following are examples of items which may have a material adverse effect on FNCB's business, among others:

? Significantly lower market interest rates may have a negative impact on FNCB's

loan yields as variable-rate loans and securities indexed to prime and LIBOR

will reprice downward;

? Non-interest income could decrease because of waived service charges and loan

fees;

? Point-of-sale fee income may decline due to a decrease in debit card spending

due to the "Stay at Home" requirements;

? Non-interest expense could increase as a result of additional cleaning costs,

supplies, equipment and other items needed to address the effects of COVID-19;

? Additional loan modifications may occur and borrowers may default on their

loans, which may result in additional credit-related provisioning;

? Sustained contraction in economic activity may result in reduced demand for

our products and services; and

? Continued stock market volatility could cause the price of our common stock to


    decline further.




Executive Summary


The following overview should be read in conjunction with this MD&A in its entirety.





FNCB recorded consolidated net income of $4.0 million, or $0.20 per basic and
diluted common share, for the three months ended June 30, 2020, an increase of
$1.5 million, or 57.7%, compared to $2.5 million, or $0.13 per basic and diluted
common share, for the three months ended June 30, 2019. Net income for the six
months ended June 30, 2020 totaled $6.1 million, or $0.30 per basic and diluted
share, an increase of $0.9 million, or 17.4%, compared to $5.2 million, or $0.27
per basic and diluted shares, for the same six months of 2019. The increase in
second quarter and year-to-date 2020 earnings was primarily due to increases in
net interest income and non-interest income and a decrease in non-interest
expense. Partially offsetting these positive factors was an increase in the
provision for loan and lease losses, which reflected deteriorating economic
conditions and continued uncertainty brought on by the COVID-19 global pandemic.
Additionally, the results for the second quarter and year-to-date periods of
2020 include the effect of $117.0 million in PPP loans, as well as COVID-19
related expenses of $183 thousand.

For the three and six months ended June 30, 2020 and 2019, the annualized return
on average assets was 1.21% and 0.96%, respectively, and 0.85% and 0.86%,
respectively, for the same periods of 2019. The annualized return on average
equity was 11.62% and 8.87%, respectively, for the three and six months ended
June 30, 2020, compared to 8.19% and 8.89%, respectively, for the comparable
periods of 2019. FNCB declared and paid dividends to holders of common stock of
$0.055 per share for the second quarter and $0.11 per share for the six months
ended June 30, 2020, a 10.0% increase compared to $0.05 per share and $0.10 per
share for the same periods of 2019. The dividend pay-out ratio was 36.5% for the
six months ended June 30, 2020 compared to 38.8% for the comparable period of
2019.

Total assets increased $214.6 million, or 17.8%, to $1.418 billion at June 30,
2020 from $1.204 billion at December 31, 2019. The change in total assets
primarily reflected increases in net loans, available-for-sale securities
and cash and cash equivalents. Net loans increased $117.9 million, or 14.4%, to
$937.4 million at June 30, 2020 from $819.5 million at December 31, 2019.
Excluding the $117.0 million in PPP loans outstanding at June 30, 2020, net
loans increased $0.9 million, or 0.1%. from December 31, 2019. Cash and cash
equivalents increased $66.9 million, or 193.6%, to $101.5 million at June 30,
2020 from $34.6 million at December 31, 2019. Also contributing to the balance
sheet expansion was a $32.8 million, or 12.0%, increase in available-for-sale
debt securities to $305.6 million at June 30, 2020 from $272.8 million at
December 31, 2019. Total deposits increased $167.9 million, or 16.8%, to $1.170
billion at June 30, 2020 from $1.002 billion at December 31, 2019. Total
borrowed funds increased $32.2 million, or 56.2%, to $89.4 million at June 30,
2020 from $57.2 million at December 31, 2019. The increase in borrowed funds
reflected an increase in term advances through the FHLB of Pittsburgh of $10.0
million, coupled with $36.2 million in funding from the Federal Reserve Discount
Window Paycheck Protection Program Liquidity Facility ("PPPLF"), which were
partially offset by a $14.0 million reduction in overnight borrowings through
the FHLB of Pittsburgh.



Total shareholders' equity increased $11.8 million, or 8.8%, to $145.4 million
at June 30, 2020 from $133.6 million at December 31, 2019.  Contributing to the
increase in capital was net income for the six months ended June 30, 2020 of
$6.1 million and a $7.7 million increase in accumulated other comprehensive
income related primarily to appreciation in the fair value of FNCB's
available-for-sale securities, net of deferred taxes. Partially offsetting
these increases were dividends declared and paid of $2.2 million for the six
months ended June 30, 2020. FNCB Bank's total risk-based capital and Tier 1
leverage ratios improved to 15.68% and 10.42% at June 30, 2020, respectively,
compared to 14.77% and 10.36% at December 31, 2019, respectively.





Summary of Performance



Net Interest Income



Net interest income, defined as the difference between (i) interest income,
interest and fees on interest-earning assets, and (ii) interest expense,
interest paid on deposits and borrowed funds, is the primary source of earnings
for commercial banks. As such, it is the primary determinant of profitability
for FNCB. Net interest income is impacted by variations in the volume, rate and
composition of earnings assets and interest-bearing liabilities, changes in
general market rates and the level of non-performing assets. Interest income is
presented on a fully tax-equivalent basis using the corporate statutory tax rate
of 21.0% in 2020 and 2019.



                                       33

--------------------------------------------------------------------------------

Table of Contents





In response to the significant disruption and uncertainty in the economic
environment brought on by COVID-19, the FOMC lowered the federal funds 150 basis
points in two emergency actions in March 2020. As a result, the target range for
federal funds fell to 0.00%-0.25% at March 31, 2020 from 1.50%-1.75% at December
31, 2019. The emergency actions by the FOMC in 2020 followed three 25
basis-point actions to lower the federal funds target rate a total of 75 basis
points in the second half of 2019. No additional changes were made to the
federal funds target rate in the second quarter of 2020. The FOMC actions
resulted in decreases in both the tax-equivalent yield on earnings assets and
the rate paid on interest-bearing liabilities comparing the three and six months
ended June 30, 2020 and 2019. Additionally, net interest income, earning asset
yields and the net interest margin was impacted by the origination and funding
of $117.0 million in PPP loans at an interest rate of 1.0%.



Net interest income on a tax-equivalent basis increased $736 thousand, or 8.1%,
to $9.8 million for the three months ended June 30, 2020 from $9.1 million for
the comparable period of 2019. The improvement in tax-equivalent net interest
income for the second quarter of 2020 primarily reflected a decrease in interest
expense of $898 thousand, or 35.8%, to $1.6 million from $2.5 million for the
same period of 2019. The reduction in interest expense was partially offset by a
decrease in tax-equivalent interest income of $162 thousand, or 1.4%, to $11.4
million for the three months ended June 30, 2020 from $11.6 million for the same
period of 2019. For the six months ended June 30, 2020, tax-equivalent net
interest income increased $967 thousand, or 5.3%, to $19.1 million from $18.1
million for the same six months of 2019. Similarly, the improvement in
tax-equivalent net interest income comparing the year-to-date period ended June
30, 2020 and 2019 was due to a $1.6 million, or 30.8%, reduction in interest
expense, partially offset by a $627 thousand, or 2.7%, decrease in
tax-equivalent interest income. The tax-equivalent net interest margin, a key
measurement used in the banking industry to measure income from earning assets
relative to the cost to fund those assets, is calculated by dividing
tax-equivalent net interest income by average interest-earning assets. Despite
the increase in second quarter tax-equivalent net interest income, FNCB's
tax-equivalent net interest margin contracted 13 basis points to 3.12% for the
second quarter of 2020 from 3.25% for the same quarter of 2019. The
margin compression primarily reflected a $140.4 million, or 12.6%, increase
in average earning asset levels, which was largely due to PPP loan funding,
coupled with the impact of the rate decreases on floating-rate loans. Rate
spread, the difference between the average yield on interest-earning assets and
the average cost of interest-bearing liabilities shown on a fully tax-equivalent
basis, contracted 9 basis points to 2.95% for the three months ended June 30,
2020 from 3.04% for the same period of 2019. Conversely, both the tax-equivalent
net interest margin and rate spread increased 4 basis points comparing the six
months ended June 30, 2020 and 2019.



For the three months ended June 30, 2020, the $898 thousand, or 35.8%, decrease
in interest expense was largely due to a reduction in funding costs.
Specifically, the cost of interest-bearing deposits decreased 36 basis points to
0.65% for the second quarter of 2020 from 1.01% for the same period of 2019,
resulting in decrease to interest expense of $636 thousand. The cost of
interest-bearing demand deposits and certificates of deposit, which reflected
the reduction in market interest rates, decreased 32 basis points and 33 basis
points, respectively, comparing the three months ended June 30, 2020 and 2019.
The decrease in interest expense due to changes in deposit rates was coupled
with a 164 basis point reduction in the cost of borrowed funds comparing the
three months ended June 30, 2020 to the same period in 2019, which resulted in a
$276 thousand decrease in interest expense. Partially offsetting the reduction
in interest expense due to lower funding costs was the increase in utilization
of borrowed funds. Average borrowed funds increased by $29.5 million or 56.4% to
$81.8 million for the second quarter of 2020 from $52.3 million for the same
quarter of 2019, which resulted in a corresponding increase in interest expense
of $146 thousand comparing the second quarters of 2020 and 2019.



Partially offsetting the lower amount of interest expense was a $162 thousand,
or 1.4%, decrease in tax-equivalent interest income to $11.4 million for the
second quarter of 2020 from $11.6 million for the same quarter of 2019. The
decrease in tax-equivalent interest income was due primarily to a reduction in
the tax-equivalent yield on earning assets, partially offset by an increase in
average earning asset levels. The tax-equivalent yield on earning assets
decreased 51 basis points to 3.64% for the second quarter of 2020 from 4.15% for
the same quarter of 2019, which resulted in a corresponding decrease in
tax-equivalent interest income of $1.6 million. Specifically, the tax-equivalent
yield on the loan portfolio decreased 66 basis points to 3.98% for the three
months ended June 30, 2020 from 4.64% for the same three months of 2019, which
caused a corresponding decrease in tax-equivalent interest income of
$1.4 million. Average earning assets increased $140.4 million, or 12.6%, to
$1.254 billion for the three months ended June 30, 2020 from $1.114 billion for
the same three months of 2019. The increase in average earning assets caused an
increase to tax-equivalent interest income of $1.5 million, which almost
entirely mitigated the decrease in tax-equivalent interest income due to the
decline in yields. PPP loans were the predominant factors causing an increase in
average loans of $102.0 million, or 12.4%, to $922.0 million for the second
quarter of 2020 from $820.0 million for the same quarter of 2019, resulting in a
corresponding increase in interest income of $1.1 million. Additionally,
comparing the second quarters of 2020 and 2019, average securities increased
$25.0 million, or 8.9%, to $304.2 million from $279.2 million, respectively,
which resulted in an increase to interest income of $265 thousand.



The $967 thousand, or 5.3%, increase in net interest income for the six months
ended June 30, 2020 was mainly attributable to a $1.6 million, or 30.8%
reduction in interest expense, which was partially offset by the decline
in tax-equivalent interest income of $627 thousand, or 2.7%. The decrease in
interest expense for the year-to-date period was primarily caused by decreases
in funding costs due to lower market rates and lower average volumes of
interest-bearing deposits. FNCB's total cost of funds decreased 32 basis points
to 0.79% for the six months ended June 30, 2020 from 1.11% for the same period
of 2019, resulting in a decrease to interest expense of $1.3 million.
Specifically, comparing the six months ended June 30, 2020 and 2019, the cost of
interest-bearing deposits decreased 27 basis points, while the cost of borrowed
funds declined 134 basis points, resulting in corresponding decreases to
interest expense of $901 thousand and $440 thousand, respectively. For the six
months ended June 30, 2020, interest-bearing deposits averaged $835.9 million, a
decrease of $41.6 million, or 4.7%, from $877.5 million for the same six-month
period of 2019, which resulted in a decrease in interest expense on a
tax-equivalent basis of $445 thousand. The reduction in interest-bearing
deposits comparing the six months ended June 30, 2020 and 2019 was entirely
related to a $76.5 million, or 28.4%, decrease in average time deposits, which
largely reflected maturing retail certificates of deposit that were not renewed,
coupled with FNCB's decreased utilization of brokered deposits. The decline in
average time deposit balances caused a $567 thousand decrease in interest
expense comparing the year-to-date periods of 2020 and 2019. Volumes of
interest-bearing demand deposits and savings deposits increased by $30.9 million
and $4.1 million, respectively, comparing the six months ended June 30, 2020 and
2019. Partially offsetting the net reduction in average interest-bearing
deposits, was a $16.5 million, or 29.8%, increase in average borrowed funds to
$71.8 million for the six months ended June 30, 2020, compared to $55.3 million
for the same period in 2019, resulting in an increase in interest expense of
$192 thousand.



The $627 thousand decrease in tax-equivalent interest income largely reflected a
reduction in tax-equivalent yield on average earning assets, partially mitigated
by an increase in average earning assets. Tax-equivalent interest income was
impacted by lower market interest rates, which resulted in a 28 basis point
decrease in the yield on earning assets to 3.83% for the six months ended June
30, 2020 from 4.11% for the same six months of 2019, which resulted in a $1.7
million decrease in tax-equivalent interest income. Specifically, the
tax-equivalent yield on loans declined 38 basis points to 4.20% for the
six months ended June 30, 2020 from 4.58% for the same six months of
2019, causing a $1.6 million decline in tax-equivalent interest income. Earning
assets averaged $1.184 billion for the six months ended June 30, 2020, an
increase of $48.3 million, or 4.3% compared to $1.135 billion for the same six
months of 2019, which resulted in a $1.1 million increase in tax-equivalent
interest income. Specifically, comparing the first six months of 2020 and 2019,
average loans increased $46.0 million, or 5.5%, which caused a $1.0 million
increase in tax-equivalent interest income. PPP loans averaged $44.9 million for
the six months ended June 30, 2020, with an average yield of 0.99%.



                                       34

--------------------------------------------------------------------------------

Table of Contents





Net interest income depends upon the relative amount of interest-earning assets
and interest-bearing liabilities and the interest rate earned or paid on them.
The following tables present certain information about FNCB's consolidated
statements of financial condition and consolidated statements of income for the
three- and six-month periods ended June 30, 2020 and 2019, and reflects the
average yield on assets and average cost of liabilities for the periods
indicated. Such yields and costs are calculated by dividing income or expense by
the average balance of assets or liabilities, respectively, for the periods
shown. Average balances are derived from average daily balances. The yields
include amortization of fees which are considered adjustments to yields.



                                                                  Three Months Ended
                                               June 30, 2020                              June 30, 2019
                                     Average                      Yield/        Average                      Yield/
(dollars in thousands)               Balance       Interest        Cost         Balance       Interest        Cost
Assets
Earning assets (2)(3)
Loans-taxable (4)                  $   875,119     $   8,661         3.96 %   $   778,540     $   9,084         4.67 %
Loans-tax free (4)                      46,836           505         4.31 %        41,436           423         4.08 %
Total loans (1)(2)                     921,955         9,166         3.98 %       819,976         9,507         4.64 %
Securities-taxable                     247,939         1,739         2.81 %       274,552         1,927         2.81 %
Securities-tax free                     56,220           491         3.49 %         4,624            48         4.15 %
Total securities (1)(5)                304,159         2,230         2.93 %       279,176         1,975         2.83 %
Interest-bearing deposits in
other banks                             27,858             3         0.04 %        14,420            79         2.19 %
Total earning assets                 1,253,972        11,399         3.64 %     1,113,572        11,561         4.15 %
Non-earning assets                      97,303                                     94,709
Allowance for loan and lease
losses                                 (10,114 )                                   (9,280 )
Total assets                       $ 1,341,161                                $ 1,199,001

Liabilities and Shareholders'
Equity
Interest-bearing liabilities
Interest-bearing demand deposits   $   563,491           728         0.52 %   $   502,973         1,053         0.84 %
Savings deposits                        99,434            23         0.09 %        93,447            33         0.14 %
Time deposits                          187,600           625         1.33 %       255,306         1,058         1.66 %
Total interest-bearing deposits        850,525         1,376         0.65 %       851,726         2,144         1.01 %
Borrowed funds and other
interest-bearing liabilities            81,813           234         1.14 %        52,313           364         2.78 %
Total interest-bearing
liabilities                            932,338         1,610         0.69 %       904,039         2,508         1.11 %
Demand deposits                        258,609                                    158,413
Other liabilities                       11,065                                     11,698
Shareholders' equity                   139,149                                    124,851
Total liabilities and
shareholder's equity               $ 1,341,161                                $ 1,199,001

Net interest income/interest
rate spread (6)                                        9,789         2.95 %                       9,053         3.04 %
Tax equivalent adjustment                               (209 )                                      (99 )
Net interest income as reported                    $   9,580                                  $   8,954

Net interest margin (7)                                              3.12 %                                     3.25 %



(1) Interest income is presented on a tax equivalent basis using a 21% rate.

(2) Loans are stated net of unearned income.

(3) Non-accrual loans are included in loans within earning assets.

(4) Loan fees included in interest income are not significant.

(5) The yields for securities that are classified as available for sale is based

on the average historical amortized cost.

(6) Interest rate spread represents the difference between the average yield on

interest earning assets and the cost of interest-bearing liabilities and is


      presented on a tax equivalent basis.
  (7) Net interest income as a percentage of total average interest earning
      assets.




                                       35

--------------------------------------------------------------------------------


  Table of Contents



                                                                   Six Months Ended
                                               June 30, 2020                              June 30, 2019
                                     Average                      Yield/        Average                      Yield/
(dollars in thousands)               Balance       Interest        Cost         Balance       Interest        Cost
Assets
Earning assets (2)(3)
Loans-taxable (4)                  $   827,987     $  17,354         4.19 %   $   781,434     $  18,024         4.61 %
Loans-tax free (4)                      49,726         1,070         4.30 %        50,279         1,014         4.03 %
Total loans (1)(2)                     877,713        18,424         4.20 %       831,712        19,038         4.58 %
Securities-taxable                     255,817         3,666         2.87 %       286,956         4,046         2.82 %
Securities-tax free                     31,959           563         3.52 %         4,631            95         4.10 %
Total securities (1)(5)                287,776         4,229         2.94 %       291,586         4,141         2.84 %
Interest-bearing deposits in
other banks                             18,127            24         0.26 %        11,971           125         2.09 %
Total earning assets                 1,183,616        22,677         3.83 %     1,135,270        23,304         4.11 %
Non-earning assets                      98,328                                     93,136
Allowance for loan and lease
losses                                  (9,540 )                                   (9,477 )
Total assets                       $ 1,272,404                                $ 1,218,929

Liabilities and Shareholders'
Equity
Interest-bearing liabilities
Interest-bearing demand deposits   $   546,146         1,658         0.61 %   $   515,280         2,084         0.81 %
Savings deposits                        96,712            51         0.11 %        92,651            65         0.14 %
Time deposits                          193,013         1,327         1.38 %       269,561         2,233         1.66 %
Total interest-bearing deposits        835,871         3,036         0.73 %       877,491         4,382         1.00 %
Borrowed funds and other
interest-bearing liabilities            71,828           541         1.51 %        55,341           789         2.85 %
Total interest-bearing
liabilities                            907,699         3,577         0.79 %       932,832         5,171         1.11 %
Demand deposits                        215,371                                    156,777
Other liabilities                       11,350                                     11,749
Shareholders' equity                   137,984                                    117,571
Total liabilities and
shareholder's equity               $ 1,272,404                                $ 1,218,929

Net interest income/interest
rate spread (6)                                       19,100         3.04 %                      18,133         3.00 %
Tax equivalent adjustment                               (343 )                                     (233 )
Net interest income as reported                    $  18,757                                  $  17,900

Net interest margin (7)                                              3.23 %                                     3.19 %



(1) Interest income is presented on a tax equivalent basis using a 21% rate.

(2) Loans are stated net of unearned income.

(3) Non-accrual loans are included in loans within earning assets.

(4) Loan fees included in interest income are not significant.

(5) The yields for securities that are classified as available for sale is based

on the average historical amortized cost.

(6) Interest rate spread represents the difference between the average yield on

interest earning assets and the cost of interest-bearing liabilities and is


      presented on a tax equivalent basis.
  (7) Net interest income as a percentage of total average interest earning
      assets.




                                       36

--------------------------------------------------------------------------------


  Table of Contents




Rate Volume Analysis



The most significant impact on net income between periods is derived from the
interaction of changes in the volume and rates earned or paid on
interest-earning assets and interest-bearing liabilities. The volume of earning
assets, specifically loans and investments, compared to the volume of
interest-bearing liabilities represented by deposits and borrowings, combined
with the spread, produces the changes in net interest income between periods.
Components of interest income and interest expense are presented on a
tax-equivalent basis using the corporate federal income tax rate of 21%.



The following table summarizes the effect that changes in volumes of earning
assets and interest-bearing liabilities and the interest rates earned and paid
on these assets and liabilities have on net interest income. The net change or
mix component attributable to the combined impact of rate and volume changes has
been allocated proportionately to the change due to volume and the change due to
rate.



                               Three Months Ended June 30,                  Six Months Ended June 30,
                                      2020 vs. 2019                               2020 vs. 2019
                                   Increase (Decrease)                         Increase (Decrease)
                          Due to          Due to         Total          Due to        Due to         Total
(in thousands)            Volume           Rate          Change         Volume         Rate         Change
Interest income:
Loans - taxable         $    1,050       $  (1,473 )   $     (423 )   $    1,035     $  (1,705 )   $    (670 )
Loans - tax free                57              25             82            (11 )          67            56
Total loans                  1,107          (1,448 )         (341 )        1,024        (1,638 )        (614 )
Securities - taxable          (187 )            (1 )         (188 )         (445 )          65          (380 )
Securities - tax free          452              (9 )          443            483           (15 )         468
Total securities               265             (10 )          255             38            50            88
Interest-bearing
deposits in other
banks                          109            (185 )          (76 )           43          (144 )        (101 )
Total interest income        1,481          (1,643 )         (162 )        1,105        (1,732 )        (627 )

Interest expense:
Interest-bearing
demand deposits                115            (440 )         (325 )          119          (545 )        (426 )
Savings deposits                 2             (12 )          (10 )            3           (17 )         (14 )
Time deposits                 (249 )          (184 )         (433 )         (567 )        (339 )        (906 )
Total
interest-bearing
deposits                      (132 )          (636 )         (768 )         (445 )        (901 )      (1,346 )
Borrowed funds and
other
interest-bearing
liabilities                    146            (276 )         (130 )          192          (440 )        (248 )
Total interest
expense                         14            (912 )         (898 )        

(253 ) (1,341 ) (1,594 ) Net interest income $ 1,467 $ (731 ) $ 736 $ 1,358 $ (391 ) $ 967

Provision for Loan and Lease Losses





Management closely monitors the loan portfolio and the adequacy of the ALLL by
considering the underlying financial performance of the borrower, collateral
values and associated credit risks. Future material adjustments may be necessary
to the provision for loan and lease losses and the ALLL if economic conditions
or loan performance differ substantially from the assumptions management
considered in its evaluation of the ALLL. The provision for loan and lease
losses is an expense charged against net interest income to provide for probable
losses attributable to uncollectible loans and is based on management's analysis
of the adequacy of the ALLL. A release of reserves, resulting in a credit for
loan and lease losses, reflects the reversal of amounts previously charged to
the ALLL.



FNCB recorded a provision for loan and lease losses of $831 thousand for the
three-month period ended June 30, 2020, an increase of $484 thousand compared to
$347 thousand for the three months ended June 30, 2019. The provision for loan
losses amounted to $2.0 million for the six months ended June 30, 2020, an
increase of $1.8 million, from $193 thousand for the same six months of 2019.
The increase in the credit provisioning for the quarter and year-to-date
periods were primarily related to management's assessment of increased credit
risk related to economic disruption and uncertainty caused by the COVID-19
pandemic.



Non-interest Income



Non-interest income increased $923 thousand, or 58.5%, to $2.5 million for the
three months ended June 30, 2020 from $1.6 million for the same three months of
2019. For the six months ended June 30, 2020, non-interest income increased $1.1
million, or 35.6%, to $4.2 million from $3.1 million for the same period of
2019. Higher net gains on the sale of available-for sale debt
securities and increases in loan referral fees and net gains on the sale of
residential mortgage loans held for sale were the predominant factors
contributing to the increase in non-interest income comparing the three and six
months ended June 30, 2020 and 2019. FNCB realized net gains on the sales of
available-for-sale securities of $922 thousand for the second quarter of 2020,
an increase of $759 thousand, or 466.6%, compared to $163 thousand for the same
quarter of 2019.  Loan referral fees, which include commissions received from a
correspondent bank related to an off-balance sheet commercial interest-rate
hedge program and the referral of FHA residential mortgage loans to a
third-party broker, increased $208 thousand, to $214 thousand for the
three months ended June 30, 2020, compared to $6 thousand for the same period of
2019. FNCB realized net gains on the sale of mortgage loans of $183 thousand for
the three months ended June 30, 2020, a $110 thousand or 150.7%, increase
compared to $73 thousand in net gains realized for the same three-month period
of 2019. For the six months ended June 30, 2020, net gains on the sale of
available-for-sale securities amounted to $1.1 million, an increase of $748
thousand, or 231.6%, compared to $323 thousand for the same six months of 2019.
Loan referral fees totaled $262 thousand for the six months ended June 30, 2020,
an increase of $242 thousand compared to $20 thousand for the six months ended
June 30, 2019. For the first half of 2020, net gains on the sale of mortgage
loans amounted to $279 thousand, an increase of $150 thousand, or 116.3%,
compared to $129 thousand for the first half of 2019. Additionally, in the
second half of 2019, FNCB engaged an independent third party to conduct a
comprehensive evaluation of FNCB's non-interest income and fee structure to
identify opportunities for enhancement. Recommendations to the fee structure
arising from this assessment were fully implemented prior to the beginning of
2020, resulting in the increase in deposit service charges, which increased $127
thousand or 9.0% year over year. These increases were slightly offset by
a $47 thousand, or 6.5% decrease in loan-related fees to $25 thousand for the
second quarter of 2020, compared to $72 thousand for the same quarter of 2019.
Year-over-year, loan-related fees declined $70 thousand or 4.6% to $81 thousand
at June 30, 2020 compared to $151 thousand in 2019. The decrease in loan-related
fees for the three and six months ended June 30, 2020 was largely due to
devaluation adjustments to FNCB's mortgage servicing rights. Additionally,
other non-interest income declined $46 thousand, or 17.7%, to $214 thousand for
second quarter of 2020 from $260 thousand for the second quarter of 2019. For
the six months ended June 30, 2020 and 2019, other non-interest income declined
$64 thousand, or 12.3%, to $456 thousand from $520 thousand, respectively.



                                       37

--------------------------------------------------------------------------------


  Table of Contents



Non-interest Expense



Non-interest expense decreased $698 thousand, or 9.8%, to $6.4 million for the
three months ended June 30, 2020 from $7.1 million for the three months
ended June 30, 2019. The decrease primarily reflected decreases in salaries and
employee benefits, other operating expenses and data processing costs, partially
offset by increases in equipment expense, occupancy expense and bank shares tax.
Comparing the three months ended June 30, 2020 and 2019, salaries and employee
benefits decreased $326 thousand, or 8.5%, other operating expenses decreased
$355 thousand, or 39.8%, and data processing costs decreased $80 thousand, or
10.1%. These expense reductions were partially offset by an increase in
equipment expense of $31 thousand, or 9.4%, to $360 thousand for the three
months ended June 30, 2020 compared to $329 thousand for the same period in
2019.



For the six months ended June 30, 2020, non-interest expense decreased $918
thousand, or 6.3%, to $13.6 million compared to $14.5 million for the same
six-month period of 2019, primarily due to the decline in salaries and employee
benefits, data processing expenses, regulatory assessments and professional
fees. Salaries and employee benefits declined $296 thousand, or 3.8%, to $7.4
million at June 30, 2020, compared to $7.7 million at June 30, 2019, reflecting
an increase in deferred loan origination costs associated with the origination
of PPP loans, partially offset by merit increases. Data processing expenses and
professional fees declined $136 thousand, or 8.7%, and $154 thousand, or 28.8%,
respectively comparing the year-to-date periods of 2020 and 2019. In addition,
regulatory assessments decreased $111 thousand, or 45.5%, comparing the six
months ended June 30, 2020 to 2019. The reduction in data processing costs and
professional fees reflected more efficient utilization of third-party services,
while the decrease in regulatory assessments was primarily due to the reversal
of the fourth quarter 2019 accrual and partial reversal of the first quarter
2020 accrual following receipt of the small bank assessment credit in
2020. These decreases were partially offset by the $95 thousand or 14.9%
increase in equipment expense, reflecting higher amounts of depreciation expense
on furniture and equipment for the two new offices opened in mid-2019. For the
six months ended June 30, 2020, FNCB incurred COVID-19 related costs, including
stay-at-home pay, computer-related equipment to enable employees to work
remotely, cleaning and sanitizing facilities and safety supplies, totaling $183
thousand, which is included in non-interest expense.





Provision for Income Taxes



FNCB recorded income tax expense of $1.3 million for the six months ended June
30, 2020, an increase of $188 thousand, or 17.6%, compared to income tax expense
of $1.1 million for the same period of 2019. The increase in income tax expense
primarily reflected an increase in pre-tax net income of $1.1 million, or 17.4%,
when comparing the six months ended June 30, 2020 and 2019.



Management evaluates the carrying amount of its deferred tax assets on a
quarterly basis, or more frequently, if necessary, in accordance with guidance
set forth in ASC Topic 740 "Income Taxes," and applies the criteria in the
guidance to determine whether it is more likely than not that some portion, or
all, of the deferred tax asset will not be realized within its life cycle, based
on the weight of available evidence. If management determines based on available
evidence, both positive and negative, that it is more likely than not that some
portion or all of the deferred tax asset will not be realized in future periods,
a valuation allowance is calculated and recorded. These determinations are
inherently subjective and depend upon management's estimates and judgments used
in their evaluation of both positive and negative evidence.



In evaluating available evidence, management considers, among other factors,
historical financial performance, expectation of future earnings, the ability to
carry back losses to recoup taxes previously paid, length of statutory carry
forward periods, experience with operating loss and tax credit carry forwards
not expiring unused, tax planning strategies and timing of reversals of
temporary differences. In assessing the need for a valuation allowance,
management carefully weighs both positive and negative evidence currently
available.



Management performed an evaluation of FNCB's deferred tax assets at June 30,
2020 taking into consideration both positive and negative evidence that existed
as of that date. Based on this evaluation, management believes that FNCB's
future taxable income will be sufficient to utilize deferred tax assets.
Accordingly, management concluded that no valuation allowance for deferred tax
assets was required at June 30, 2020.





FINANCIAL CONDITION



Assets



Total assets increased $214.6 million, or 17.8%, to $1.418 billion at June 30,
2020 from $1.204 billion at December 31, 2019. The change in total assets
primarily reflected increases in net loans, available-for-sale debt
securities and cash and cash equivalents. Net loans increased $117.9 million, or
14.4%, to $937.4 million at June 30, 2020 from $819.5 million at December 31,
2019, primarily reflecting the origination and funding of PPP loans, of which
$117.0 million were outstanding at June 30, 2020. Available-for-sale debt
securities increased $32.8 million, or 12.0%, to $305.6 million at June 30,
2020 from $272.8 million at December 31, 2019 as security purchases outpaced
sales and repayments. Total deposits increased $167.9 million to $1.170 billion
at June 30, 2020 from $1.002 billion at December 31, 2019. Meanwhile, borrowed
funds increased $32.2 million, or 56.2%, to $89.4 million at June 30, 2020 as
compared to $57.2 million at December 31, 2019, which was primarily due to
receipt of $36.2 million in PPPLF funding through the Federal Reserve Discount
Window.



Cash and Cash Equivalents



Cash and cash equivalents increased $66.9 million, or 193.6%, to $101.5 million
at June 30, 2020 from $34.6 million at December 31, 2019. The increase was
primarily due to proceeds received from deposit gathering and borrowed funds,
partially offset by increases in available-for-sale debt securities and gross
loans. FNCB paid dividends of $0.055 per share and $0.11 per share for the three
and six months ended June 30, 2020 and 2019, an increase of 10% compared to
dividends of $0.05 per share and $0.10 per share paid in the respective
periods of 2019.



Securities



FNCB's investment securities portfolio provides a source of liquidity needed to
meet expected loan demand and interest income to increase profitability.
Additionally, the investment securities portfolio is used to meet pledging
requirements to secure public deposits and for other purposes. Debt securities
are classified as either held-to-maturity or available-for-sale at the time of
purchase based on management's intent. Held-to-maturity securities are carried
at amortized cost, while available-for-sale securities are carried at fair
value, with unrealized holding gains and losses reported as a component of
shareholders' equity in accumulated other comprehensive income (loss), net of
tax. At June 30, 2020 and December 31, 2019, all debt securities were classified
as available-for-sale. Equity securities with readily determinable fair values
are carried at fair value, with gains and losses due to fluctuations in market
value included in the consolidated statements of income. Securities with limited
marketability and/or restrictions, such as FHLB of Pittsburgh stock, are carried
at cost. Management monitors the investment portfolio regularly. Decisions to
purchase or sell investment securities are based upon management's current
assessment of long- and short-term economic and financial conditions, including
the interest rate environment and asset/liability management, liquidity and
tax-planning strategies.



                                       38

--------------------------------------------------------------------------------

Table of Contents





At June 30, 2020, the investment portfolio was comprised principally of
fixed-rate taxable and tax-exempt obligations of state and political
subdivisions, fixed-rate and floating-rate securities issued by U.S. government
or U.S. government-sponsored agencies, which include mortgage-backed securities
and residential and commercial collateralized mortgage obligations ("CMOs"),
private CMOs and corporate debt securities. Except for U.S. government and
government-sponsored agencies, there were no securities of any individual issuer
that exceeded 10.0% of shareholders' equity at June 30, 2020.



The following table presents the carrying value of debt securities, all of which
were classified as available-for-sale and carried at fair value at June 30, 2020
and December 31, 2019:


Composition of the Investment Portfolio





                                                    June 30,       December 31,
(in thousands)                                        2020             2019
Available-for-sale debt securities
Obligations of state and political subdivisions     $ 179,200     $      117,763
U.S. government/government-sponsored agencies:
Collateralized mortgage obligations - residential      59,346             

80,294


Collateralized mortgage obligations - commercial        4,710             

17,723


Mortgage-backed securities                             11,098             

18,485


Private collateralized mortgage obligations            28,485             25,075
Corporate debt securities                              15,687              7,182
Asset-backed securities                                 6,390              5,621
Negotiable certificates of deposit                        695               

696


Total available-for-sale debt securities            $ 305,611     $      272,839




During the six months ended June 30, 2020, FNCB sold 22 available-for-sale debt
securities which included thirteen U.S. government/government sponsored agency
CMOs and nine taxable obligations of state and political subdivisions. The
securities sold had an aggregate amortized cost of $50.8 million with a
weighted-average yield of 1.84%. For the six months ended June 30, 2020, gross
proceeds received totaled $51.9 million, with a net gain of $1.1 million
realized upon the sales and included in non-interest income. During the six
months ended June 30, 2020, FNCB purchased 40 available-for-sale debt securities
including 30 tax-exempt obligations of state and political subdivisions, four
corporate debt securities, three taxable obligations of state and political
subdivisions, two private asset-backed securities and one private CMO with an
aggregate cost of $83.1 million and a weighted-average yield of 2.92%. Due to
tax planning strategies designed to utilize NOL carryovers, management
previously minimized holdings of tax-exempt obligations. However, market
volatility in the first half of 2020 resulted in a favorable shift in yields on
tax-exempt bonds, which was the driving factor leading to the purchase of the
tax-exempt bonds.



The following table presents the maturities of available-for-sale debt
securities, based on carrying value at June 30, 2020 and the weighted-average
yields of such securities calculated on the basis of the amortized cost and
effective yields weighted for the scheduled maturity of each security. The
yields on tax-exempt obligations of state and political subdivisions are
presented on a tax-equivalent basis using the federal corporate income tax rate
of 21.0%. Because residential, commercial and private collateralized mortgage
obligations, mortgage-backed securities and asset-backed securities are not due
at a single maturity date, they are not included in the maturity categories in
the following summary.


Maturity Distribution of the Investment Portfolio





                                                                                  June 30, 2020
                                                                                                            Collateralized
                                                                                                               Mortgage
                                                                                                             Obligations,
                                                                                                            Mortgage-Backed
                                                                                              Over 10      and Asset-Backed
(dollars in thousands)                   < 1 Year       >1 - 5 Years       6 - 10 Years        Years          Securities           Total
Available-for-sale debt securities
Obligations of state and political
subdivisions                            $      501     $       55,853     $       31,392     $  91,454     $               -     $ 179,200
Yield                                         2.29 %             2.89 %             2.96 %        3.09 %                              3.00 %
U.S. government/government-sponsored
agencies:
Collateralized mortgage obligations -
residential                                      -                  -                  -             -                59,346        59,346
Yield                                                                                                                   2.74 %        2.74 %
Collateralized mortgage obligations -
commercial                                       -                  -                  -             -                 4,710         4,710
Yield                                                                                                                   1.59 %        1.59 %
Mortgage-backed securities                       -                  -                  -             -                11,098        11,098
Yield                                                                                                                   3.51 %        3.51 %
Private collateralized mortgage
obligations                                      -                  -                  -             -                28,485        28,485
Yield                                                                                                                   2.93 %        2.93 %
Corporate debt securities                        -                  -             15,687             -                     -        15,687
Yield                                                                               5.54 %                                            5.54 %
Asset-backed securities                          -                  -                  -             -                 6,390         6,390
Yield                                                                                                                   1.72 %        1.72 %
Negotiable certificates of deposit             695                  -                  -             -                     -           695
Yield                                         2.31 %                                                                                  2.31 %
Total available-for-sale debt
securities                              $    1,196     $       55,853     $       47,079     $  91,454     $         110,029     $ 305,611
Weighted average yield                        2.30 %             2.89 %             3.82 %        3.09 %                2.76 %        3.04 %




                                       39

--------------------------------------------------------------------------------


  Table of Contents



OTTI Evaluation



There was no OTTI recognized during the six months ended June 30, 2020 or 2019.
For additional information regarding management's evaluation of securities for
OTTI, see Note 3, "Securities/Subsequent Event" of the notes to consolidated
financial statements included in Item 1 hereof.



The following table presents the investment in FNCB's restricted securities, which have limited marketability and are carried at cost, at June 30, 2020 and December 31, 2019:





                                                 June 30,      December 31,
(in thousands)                                     2020            2019

Stock in Federal Home Loan Bank of Pittsburgh $ 3,299 $ 3,794 Stock in Atlantic Community Banker's Bank

               10                

10


Total restricted securities, at cost            $    3,309     $       3,804

Management noted no indicators of impairment for the Federal Home Loan Bank of Pittsburgh or Atlantic Community Banker's Bank stock at June 30, 2020 and December 31, 2019.





At June 30, 2020 and December 31, 2019, FNCB owned 201,000 shares of the common
stock of a privately-held bank holding company. The common stock was purchased
during 2017 for $8.25 per share, or $1.7 million in aggregate, as part of a
private placement pursuant to an exemption from the registration requirements of
the Securities Act of 1933, as amended for offerings not involving any public
offering.  The common stock of such bank holding company is not currently traded
on any established market and is not expected to be traded in the near future on
any securities exchange or established over-the-counter market. The $1.7 million
investment is included in other assets in the consolidated statements of
financial condition at June 30, 2020 and December 31, 2019. FNCB has elected to
account for this transaction as an investment in an equity security without a
readily determinable fair value. Under GAAP, an equity security without a
readily determinable fair value shall be written down to its fair value if a
qualitative assessment indicates that the investment is impaired and the fair
value of the investment is less than its carrying value.



On December 18, 2019, this privately held bank holding company had entered into
an Agreement and Plan Merger ("Merger Agreement") with a publicly traded
bank holding company. The Merger Agreement provided for this privately-held bank
holding company to merge with and into the publicly traded bank holding company,
the company surviving the merger ("surviving company"). At the effective time of
the merger, each share of the privately-held bank holding company's common stock
issued and outstanding prior to the effective time of merger will be converted
into the right to receive 0.6212 shares of common stock of the surviving company
or $16.50 in cash, at the election of holder; provided, however, individual
shareholder elections of consideration will be prorated as necessary to ensure
that, in aggregate, 25% of the privately held bank holding company's stock will
be converted into the cash consideration with the remaining 75% converted into
stock consideration.  The acquisition was subsequently completed on July 1,
2020. FNCB received 78,822 shares of the surviving company's common stock and
$1.2 million in cash. Based on these events, management determined that no
adjustment for impairment was required at June 30, 2020.



Loans



Total loans, gross, increased $124.6 million, or 15.1%, to $950.9 million at
June 30, 2020 from $826.3 million at December 31, 2019, which was predominantly
due to the origination and funding of $117.0 million in PPP loans. FNCB saw
modest growth in loans to the commercial sector, excluding PPP loans, and loans
to state and political subdivisions, partially offset by a reduction in consumer
loans. Residential mortgage loans were flat. Historically, commercial lending
activities represented a significant portion of FNCB's loan portfolio. As a
percentage of total loans, gross, commercial loans including commercial and
industrial loans, commercial real estate loans and construction, land
acquisition and development loans, increased to 64.5% at June 30, 2020 from
57.3% at December 31, 2019, which largely reflected the origination and funding
of PPP loans.



From a collateral standpoint, a majority of FNCB's loan portfolio consists of
loans secured by real estate. Real estate secured loans, which include
commercial real estate, construction, land acquisition and development,
residential real estate loans and home equity lines of credit ("HELOCs"),
increased $7.3 million, or 1.4%, to $521.0 million at June 30, 2020 from
$513.7 million at December 31, 2019. The increase was concentrated in
construction, land acquisition and development loans and commercial real estate
loans. Real estate secured loans represented 54.8% and 62.2% of total loans at
June 30, 2020 and December 31, 2019, respectively.



Commercial real estate loans increased $3.6 million, or 1.3%, to $282.0 million
at June 30, 2020 from $278.4 million at December 31, 2019. Commercial real
estate loans include long-term commercial mortgage financing and are primarily
secured by first or second lien mortgages. Commercial and industrial loans,
which consist primarily of equipment loans, working capital financing, revolving
lines of credit and loans secured by cash and marketable securities and PPP
loans,increased $132.7 million, or 89.9%, to $280.3 million at June
30, 2020 from $147.6 million at December 31, 2019. Excluding PPP loans,
commercial and industrial loans increased $15.7 million, or 10.6%. Construction,
land acquisition and development loans increased $3.6 million, or 7.6%, to
$51.1 million at June 30, 2020 from $47.5 million at December 31, 2019.



Residential real estate loans totaled $170.5 million at June 30, 2020, a
decrease of $0.2 million, or 0.1%, from $170.7 million at December 31, 2019. The
components of residential real estate loans include fixed-rate and
variable-rate, amortizing mortgage loans. HELOCs are not included in this
category but are included in consumer loans. FNCB primarily underwrites
fixed-rate residential mortgage loans for sale in the secondary market to reduce
interest rate risk and provide funding for additional loans. Additionally, FNCB
offers its proprietary "WOW" mortgage product, which is a non-saleable mortgage
with maturity terms of 7.5 to 19.5 years that provides customers with an
attractive fixed interest rate, low closing costs and a guaranteed 30-day close.



Consumer loans, which are primarily comprised of indirect automobile loans and
HELOCs, decreased by $17.6 million, or 12.8%, to $120.6 million at June 30,
2020 from $138.2 million at December 31, 2019. The majority of this decrease was
concentrated within the indirect auto loan portfolio, as FNCB did not
aggressively compete for these loans. Loans to state and political
subdivisions increased $2.5 million, or 5.8%, to $46.4 million at June 30,
2020 from $43.9 million at December 31, 2019.



                                       40

--------------------------------------------------------------------------------

Table of Contents

The following table presents loans receivable, net by major category at June 30, 2020 and December 31, 2019:





Loan Portfolio Detail



                                                 June 30,       December 31,
(in thousands)                                     2020             2019
Residential real estate                          $ 170,517     $      170,723
Commercial real estate                             281,950            278,379
Construction, land acquisition and development      51,144             47,484
Commercial and industrial                          280,270            147,623
Consumer                                           120,578            138,239
State and political subdivisions                    46,443             43,908
Total loans, gross                                 950,902            826,356
Unearned income                                       (123 )              (69 )
Net deferred loan costs                             (2,351 )            2,192
Allowance for loan and lease losses                (11,024 )           (8,950 )
Loans, net                                       $ 937,404     $      819,529




Under industry regulations, a concentration is considered to exist when there
are amounts loaned to a multiple number of borrowers engaged in similar
activities which would cause them to be similarly impacted by economic or other
conditions. Typically, industry guidelines require disclosure of concentrations
of loans exceeding 10.0% of total loans outstanding. FNCB had no such
concentrations at June 30, 2020 or December 31, 2019. In addition to industry
guidelines, FNCB's internal policy considers a concentration to exist in its
loan portfolio if an aggregate loan balance outstanding to borrowers within a
specific industry exceeds 25.0% of capital. However, management regularly
reviews loans by all industry categories to determine if a potential
concentration exists.



The following table presents industry concentrations within FNCB's loan portfolio at June 30, 2020 and December 31, 2019:





Loan Concentrations



                                             June 30, 2020                         December 31, 2019
(in thousands)                       Amount         % of Gross Loans         Amount         % of Gross Loans
Retail space/shopping centers      $    41,571                   4.37 %   $     43,865                   5.31 %
1-4 family residential
investment properties                   46,392                   4.88 %         38,122                   4.61 %




As the fallout of the COVID-19 pandemic continues to impact the national,
regional and local economies, management continues to proactively monitor the
loan portfolio to identify potential weaknesses that may develop.  Specifically,
management has identified and is monitoring exposures to borrowers and
industries that may be impacted more immediately and acutely than others. In
many instances, management has directly reached out to specific borrowers to
provide guidance and assistance as appropriate. At June 30, 2020, FNCB had $14.5
million in outstanding loan balances to borrowers in the hotel industry and
$17.3 million in outstanding loans to borrowers of full-service, limited-service
and other establishments serving alcoholic and non-alcoholic beverages and
snacks. On a portfolio level, management continues to monitor aggregate
exposures to these highly sensitive segments, among others, for changes in asset
quality and payment performance, and even liquidity levels. Additionally,
management is monitoring unfunded commitments such as lines of credit and
overdraft protection to determine liquidity and funding issues that may arise
with our customers.



Asset Quality



Loans that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are stated at the amount of unpaid principal,
net of unearned interest, deferred loan fees and costs, and reduced by the ALLL.
The ALLL is established through a provision for loan and lease losses charged to
earnings.



FNCB has established and consistently applies loan policies and procedures
designed to foster sound underwriting and credit monitoring practices. Credit
risk is managed through the efforts of the Chief Lending Officer and loan
officers, the Chief Credit Officer, the loan review function, and the Credit
Risk Management, ALLL, Officers Loan and Directors Loan Committees, as well as
through oversight of the Board of Directors. Management continually evaluates
its credit risk management practices to ensure it is reacting to problems in the
loan portfolio in a timely manner, although, as is the case with any financial
institution, a certain degree of credit risk is dependent in part on local and
general economic conditions that are beyond management's control.



Under FNCB's risk rating system, loans that are rated pass, special mention,
substandard, doubtful, or loss are reviewed regularly as part of the risk
management practices. The Credit Risk Management Committee, which consists of
key members of management fromfinance, legal, retail lending and credit
administration, meet monthly or more often as necessary to review individual
problem credits and workout strategies and provides monthly reports to the Board
of Directors.



                                       41

--------------------------------------------------------------------------------

Table of Contents





A loan is considered impaired when it is probable that FNCB will be unable to
collect all amounts due (including principal and interest) according to the
contractual terms of the note and loan agreement. For purposes of the analysis,
all TDRs, loan relationships with an aggregate outstanding balance greater than
$100 thousand rated substandard and non-accrual, and loans that are identified
as doubtful or loss are considered impaired. Impaired loans are analyzed
individually to determine the amount of impairment. For collateral-dependent
loans, impairment is measured based on the fair value of the collateral
supporting the loans. A loan is determined to be collateral dependent when
repayment of the loan is expected to be provided through the liquidation of the
collateral held. For impaired loans that are secured by real estate, collateral
evaluations and external appraisals are obtained annually, or more frequently as
warranted, to ascertain a fair value so that the impairment analysis can be
updated. Should a collateral evaluation or current appraisal not be available at
the time of impairment analysis, other sources of valuation may be used,
including current letters of intent, broker price opinions or executed
agreements of sale. For non-collateral-dependent loans, impairment is measured
based on the present value of expected future cash flows, net of any deferred
fees and costs, discounted at the loan's original effective interest rate.



Loans to borrowers that are experiencing financial difficulty that are modified
and result in the granting of concessions to the borrowers are classified as
TDRs. Such concessions generally involve an extension of a loan's stated
maturity date, a reduction of the stated interest rate, payment modifications,
capitalization of property taxes with respect to mortgage loans or a combination
of these modifications. Non-accrual TDRs are returned to accrual status if
principal and interest payments, under the modified terms, are brought current,
are performing under the modified terms for six consecutive months, and
management believes that collection of the remaining interest and principal is
probable. FNCB conservatively considers all TDRs to be impaired.



Non-performing loans are monitored on an ongoing basis as part of FNCB's loan
review process. Additionally, work-out for non-performing loans and OREO are
actively monitored through the Credit Risk Management Committee. A potential
loss on a non-performing asset is generally determined by comparing the
outstanding loan balance to the fair market value of the pledged collateral,
less cost to sell.



Loans are placed on non-accrual when a loan is specifically determined to be
impaired or when management believes that the collection of interest or
principal is doubtful. This generally occurs when a default of interest or
principal has existed for 90 days or more, unless the loan is well secured and
in the process of collection, or when management becomes aware of facts or
circumstances that the loan would default before 90 days. FNCB determines
delinquency status based on the number of days since the date of the borrower's
last required contractual loan payment. When the interest accrual is
discontinued, all unpaid interest income is reversed and charged back against
current earnings. Any subsequent cash payments received are applied, first to
the outstanding loan amounts, then to the recovery of any charged-off loan
amounts, with any excess treated as a recovery of lost interest. A non-accrual
loan is returned to accrual status when the loan is current as to principal and
interest payments, is performing according to contractual terms for six
consecutive months and future payments are reasonably assured.



Management actively manages impaired loans in an effort to mitigate loss to FNCB
by working with customers to develop strategies to resolve borrower
difficulties, through sale or liquidation of collateral, foreclosure, and other
appropriate means. In addition, management monitors employment and economic
conditions within FNCB's market area, as weakening of conditions could result in
real estate devaluations and an increase in loan delinquencies, which could
negatively impact asset quality and cause an increase in the provision for loan
and lease losses.



Under the fair value of collateral method, the impaired amount of the loan is
deemed to be the difference between the loan amount and the fair value of the
collateral, less the estimated costs to sell. For real estate secured loans,
management generally estimates selling costs using a factor of 10%, which is
based on typical cost factors, such as a 6% broker commission, 1% transfer
taxes, and 3% various other miscellaneous costs associated with the sales
process. If the valuation indicates that the fair value has deteriorated below
the carrying value of the loan, the difference between the fair value and the
principal balance is charged off. For impaired loans for which the value of the
collateral less costs to sell exceeds the loan value, the impairment is
determined to be zero.



The following table presents information about non-performing assets and accruing TDRs at June 30, 2020 and December 31, 2019:

Non-performing Assets and Accruing TDRs





                                                       June 30,       December 31,
(dollars in thousands)                                   2020             2019
Non-accrual loans                                     $    6,740     $        9,084
Loans past due 90 days or more and still accruing              -                  -
Total non-performing loans                                 6,740              9,084
Other real estate owned                                       85                289
Other non-performing assets                                1,900              1,900
Total non-performing assets                           $    8,725     $       11,273

Accruing TDRs                                         $    8,592     $        7,745

Non-performing loans as a percentage of gross loans 0.71 %


   1.10 %




Total non-performing assets decreased $2.5 million, or 22.6%, to $8.7 million at
June 30, 2020 from $11.3 million at December 31, 2019. The improvement was
attributable to a decrease in non-accrual loans, primarily reflecting the return
of two large commercial loan relationships that returned to accrual status,
coupled with a decrease in OREO. FNCB's ratio of non-performing loans to total
gross loans decreased to 0.71% at June 30, 2020 from 1.10% at December 31, 2019.
FNCB's ratio of non-performing assets as a percentage of shareholders' equity
improved to 6.0% at June 30, 2020 from 8.4% at December 31, 2019, due to
primarily to an increase in FNCB's capital position, coupled with the
reduction in non-performing assets.



                                       42

--------------------------------------------------------------------------------

Table of Contents





Other non-performing assets at June 30, 2020 and December 31, 2019 was comprised
solely of a classified account receivable secured by an evergreen letter of
credit in the amount of $1.9 million, received in 2011 as part of a settlement
agreement for a large construction, land acquisition and development loan for a
residential development project in the Pocono region of Monroe County,
Pennsylvania. The agreement provides for payment to FNCB as real estate building
lots are sold. The project was stalled due to a decline in real estate values in
this area following the financial crisis of 2008. In 2019, economic development
in this market area started to improve and management had confirmed that the
developer for this project had resumed construction activity, including the
completion of substantial infrastructure, and had increased marketing and sales
initiatives related to the project. As of June 30, 2020, no single-unit lots
have been sold, however, construction of a four-unit building is in process.
Management continues to monitor this project closely. Due to the current
economic disruption and uncertainty related to the COVID-19 pandemic, it is
difficult to predict the timing of sales at this time.



While credit quality metrics of FNCB's loan portfolio improved comparing June
30, 2020 and December 31, 2019, management believes the COVID-19 pandemic may
have an adverse effect on asset quality during the remainder of 2020 and beyond.
Prolonged disruption to FNCB's customers could result in increased loan
delinquencies, defaults and collateral devaluations. Management actively manages
problem credits through workout efforts focused on developing strategies to
resolve borrower difficulties through liquidation of collateral and other
appropriate means. Additionally, management continues to monitor non-accrual
loans, delinquency trends and economic conditions within FNCB's market area on
an on-going basis in order to proactively address any collection-related issues
and mitigate any potential losses.



There were three commercial and industrial loans and one residential
mortgage loan modified as TDRs during the three and six months ended June 30,
2020. The three commercial and industrial loans were modified under forbearance
agreements and had an aggregate pre- and post-modification recorded investment
of $196 thousand. The one residential mortgage loan that was modified as a TDR
involved an extension of terms and the loan had a pre- and post-modification
recorded investment of $88 thousand. There was one residential loan modified as
a TDR during the three and six months ended June 30, 2019.  The modification
involved an extension of terms and the loan had a pre-and post-modification
balance of $24 thousand.  There were no TDRs modified within the previous 12
months that defaulted during the three and six months ended June 30, 2020 and
2019.  There was one consumer TDR that was modified within the previous 12
months in the amount of $103 thousand that defaulted (defined as past 90 days or
more) during the three and six months ended June 30, 2019.  TDRs at both June
30, 2020 and December 31, 2019 were $9.1 million. Accruing and non-accruing TDRs
were $8.6 million and $0.5 million, respectively at June 30, 2020 and
$7.7 million and $1.4 million, respectively at December 31, 2019. FNCB was not
committed to lend additional funds to any loan classified as a TDR at June 30,
2020.


Modifications Related to COVID-19





In late March 2020, the federal banking regulators issued guidance that
short-term modifications made to a borrower affected by the COVID-19 pandemic
and governmental shutdown orders do not need to be identified as a TDR if the
loan was current at the time a modification plan was implemented. Section 4013
of the CARES Act also addressed COVID-19-related modifications and specified
that such modifications made on loans that were current as of December 31, 2019
are not TDRs. As of June 30, 2020, FNCB has applied this guidance and made
905 such modifications with principal balances totaling $176.6 million.
Management is closely monitoring all loans for which a payment deferral has been
granted and will continue to follow guidance issued by the banking regulators in
making any TDR determinations.



The following table presents the number, and aggregate recorded investment, of
COVID-19 related loan modifications by major loan category that were outstanding
at June 30, 2020.



                                                                    Deferrals Remaining
(in thousands)                                                      As of June 30, 2020
                                                                                     Recorded
COVID -19 related loan modifications:                       Number of Loans         Investment
Residential real estate                                                  213       $      20,338
Commercial real estate                                                   160             108,100
Construction, land acquisition and development                            16              16,340
Commercial and industrial                                                110              23,880
Consumer                                                                 406               7,920
State and political subdivisions                                           -                   -
Total                                                                    905       $     176,578




As of July 30, 2020, there were 128 loans with an aggregate recorded investment
of $17.1 million that were still in deferment. There were 777 loans, with an
aggregate recorded investment of $159.5 million, as of July 30, 2020 for which
the deferral period had expired and the borrower had not requested any
additional deferral.



The average balance of impaired loans was $14.8 million and $15.0 million,
respectively, for the three and six months ended June 30, 2020 and 2019,
compared to $12.7 million and $12.8 million, respectively for the three and six
months ended June 30, 2019. FNCB recognized $98 thousand and $189 thousand of
interest income on impaired loans for the three and six months ended June 30,
2020, respectively and $101 thousand and $205 thousand for the respective
periods of 2019.



The following table presents the changes in non-performing loans for the three
and six months ended June 30, 2020 and 2019. Loan foreclosures represent
recorded investment at time of foreclosure not including the effect of any
guarantees. There were no loans foreclosed upon during the three and six months
ended June 30, 2020 and 2019.


Changes in Non-Performing Loans





                                               Three Months Ended June 30,             Six Months Ended June 30,
(in thousands)                                  2020                 2019              2020                2019
Balance, beginning of period               $        8,576       $        6,175     $       9,084       $       4,696
Loans newly placed on non-accrual                     717                  816             1,436               3,094
Loans returned to performing status                (1,521 )                 (4 )          (1,569 )               (27 )
Loan foreclosures                                       -                    -                 -                   -
Loans charged-off                                    (310 )             (1,120 )            (624 )            (1,567 )
Loan payments received                               (722 )               (565 )          (1,587 )              (894 )
Balance, end of period                     $        6,740       $        5,302     $       6,740       $       5,302




                                       43

--------------------------------------------------------------------------------

Table of Contents





The additional interest income that would have been earned on non-accrual and
restructured loans had the loans been performing in accordance with their
original terms for the three and six months ended June 30, 2020 approximated $94
thousand and $205 thousand, respectively and $95 thousand and $177 thousand for
the respective periods of 2019.



The following table presents accruing loan delinquencies and non-accrual loans as a percentage of gross loans at June 30, 2020 and December 31, 2019:

Loan Delinquencies and Non-Accrual Loans





                       June 30,       December 31,
                         2020             2019
Accruing:
30-59 days                  0.16 %             0.26 %
60-89 days                  0.03 %             0.10 %
90+ days                    0.00 %             0.00 %
Non-accrual                 0.71 %             1.10 %
Total delinquencies         0.90 %             1.46 %



Total delinquencies as a percent of gross loans were 0.90% at June 30, 2020 compared to 1.46% at December 31, 2019. The decrease in total delinquent loans was primarily due to a decrease in non-accrual loans of $2.3 million, coupled with a $0.6 million decrease in accruing loans past due 60-89 days.

Allowance for Loan and Lease Losses





The ALLL represents management's estimate of probable loan losses inherent in
the loan portfolio. The ALLL is analyzed in accordance with GAAP and is
maintained at a level that is based on management's evaluation of the adequacy
of the ALLL in relation to the risks inherent in the loan portfolio.



As part of its evaluation, management considers qualitative and environmental factors, including, but not limited to:

• changes in national, local, and business economic conditions and developments,

including the condition of various market segments;

• changes in the nature and volume of the loan portfolio;

• changes in lending policies and procedures, including underwriting standards,

collection, charge-off and recovery practices and results;

• changes in the experience, ability and depth of lending management and staff;

• changes in the quality of the loan review system and the degree of oversight by

the Board of Directors;

• changes in the trend of the volume and severity of past due and classified

loans, including trends in the volume of non-accrual loans, TDRs and other loan

modifications;

• the existence and effect of any concentrations of credit and changes in the

level of such concentrations;

• the effect of external factors such as competition and legal and regulatory

requirements on the level of estimated credit losses in the current loan

portfolio; and

• analysis of customers' credit quality, including knowledge of their operating


  environment and financial condition.



Evaluations are intrinsically subjective, as the results are estimated based on management knowledge and experience and are subject to interpretation and modification as information becomes available or as future events occur. Management monitors the loan portfolio on an ongoing basis with emphasis on weakness in both the real estate market and the economy in general and its effect on repayment. Adjustments to the ALLL are made based on management's assessment of the factors noted above.





For purposes of management's analysis of the ALLL, all loan relationships with
an aggregate balance greater than $100 thousand that are rated substandard and
non-accrual, identified as doubtful or loss, and all TDRs are considered
impaired and are analyzed individually to determine the amount of impairment.
Circumstances such as construction delays, declining real estate values, and the
inability of the borrowers to make scheduled payments have resulted in these
loan relationships being classified as impaired. FNCB utilizes the fair value of
collateral method for collateral-dependent loans and TDRs for which repayment
depends on the sale of collateral. For non-collateral-dependent loans and TDRs,
FNCB measures impairment based on the present value of expected future cash
flows discounted at the loan's original effective interest rate. With regard to
collateral-dependent loans, appraisals are received at least annually to ensure
that impairment measurements reflect current market conditions. Should a current
appraisal not be available at the time of impairment analysis, other valuation
sources including current letters of intent, broker price opinions or executed
agreements of sale may be used. Only downward adjustments are made based on
these supporting values. Included in all impairment calculations is a cost to
sell adjustment of approximately 10%, which is based on typical cost factors,
including a 6% broker commission, 1% transfer taxes and 3% various other
miscellaneous costs associated with the sales process. Sales costs are
periodically reviewed and revised based on actual experience. The ALLL analysis
is adjusted for subsequent events that may arise after the end of the reporting
period but before the financial reports are filed.



The ALLL equaled $11.0 million, or 1.16% of total loans at June 30, 2020, an
increase of $2.1 million, or 23.2%, from $8.9 million at December 31, 2019. The
increase resulted from $2.0 million in provisions for loan and lease losses for
the six months ended June 30, 2020, offset by $92 thousand in net recoveries for
the same time period. The increase in the ALLL was primarily related to economic
disruption and uncertainty caused by the COVID-19 pandemic. Management adjusted
the qualitative factors for the potential effect of economic and employment
uncertainty and disruption due to the global pandemic into its evaluation.



The ALLL consists of both specific and general components. The component of the
ALLL that is related to impaired loans that are individually evaluated for
impairment, the guidance for which is provided by ASC 310 "Impairment of a Loan"
("ASC 310"), was $513 thousand, or 4.7%, of the total ALLL at June 30, 2020,
compared to $473 thousand, or 5.3%, of the total ALLL at December 31, 2019. A
general allocation of $10.5 million was calculated for loans analyzed
collectively under ASC 450 "Contingencies" ("ASC 450"), which represented 95.3%
of the total ALLL of $11.0 million. Comparatively, at December 31, 2019, the
general allocation for loans collectively analyzed for impairment amounted to
$8.5 million, or 94.7%, of the total ALLL. Included in the general component of
the ALLL at June 30, 2020 was an unallocated reserve of $1.0 million, compared
to $426 thousand at December 31, 2019. The increase in the unallocated reserve
was directly related to the increase in credit provisioning due to the economic
disruption caused by the COVID-19 pandemic. Based on its evaluations, management
may establish an unallocated component to cover any inherent losses that exist
as of the evaluation date, but which may not have been identified under the
methodology. The ratio of the ALLL to total loans increased to 1.16% of total
loans, net of net deferred loan fees and unearned income, of $948.4 million at
June 30, 2020 from 1.08% of total loans, net of net deferred loan costs and
unearned income, of $828.5 million at December 31, 2019. Excluding PPP loans,
the ALLL as a percentage of gross loans equaled 1.32% at June 30, 2020.



                                       44

--------------------------------------------------------------------------------

Table of Contents





The following table presents an allocation of the ALLL by major loan category
and percent of loans in each category to total loans at June 30, 2020
and December 31, 2019:



Allocation of the ALLL



                                                  June 30, 2020                   December 31, 2019
                                                            Percentage                        Percentage
                                                             of Loans                          of Loans
                                                             in Each                           in Each
                                                             Category                          Category
                                            Allowance        to Total        Allowance         to Total
(dollars in thousands)                       Amount           Loans            Amount           Loans
Residential real estate                    $     1,351            17.93 %   $      1,147            20.66 %
Commercial real estate                           3,942            29.65 %          3,198            33.69 %
Construction, land acquisition and
development                                        360             5.38 %            271             5.75 %
Commercial and industrial                        2,343            29.48 %          1,997            17.86 %
Consumer                                         1,689            12.68 %          1,658            16.73 %
State and political subdivision                    337             4.88 %            253             5.31 %
Unallocated                                       1002             0.00 %            426             0.00 %
Total                                      $    11,024           100.00 %   $      8,950           100.00 %



The following table presents an analysis of the ALLL by loan category for the three and six months ended June 30, 2020 and 2019:





Reconciliation of the ALLL



                                            For the Three Months Ended June 30,        For the Six Months Ended June 30,
(dollars in thousands)                        2020                    2019              2020                    2019
Balance at beginning of period             $     9,907           $         9,253     $     8,950           $         9,519
Charge-offs:
Residential real estate                              -                        27               -                        27
Commercial real estate                               -                         -              56                         -
Construction, land acquisition and
development                                          -                        18               -                        18
Commercial and industrial                           92                       621             127                       760
Consumer                                           224                       457             462                       772
State and political subdivisions                     -                         -               -                         -
Total charge-offs                                  316                     1,123             645                     1,577
Recoveries of charged-off loans:
Residential real estate                             37                         2              39                         6
Commercial real estate                               1                        14               1                        14
Construction, land acquisition and
development                                          -                         -               -                        81
Commercial and industrial                          425                       123             484                       207
Consumer                                           139                       329             213                       502
State and political subdivisions                     -                         -               -                         -
Total recoveries                                   602                       468             737                       810
Net (recoveries) charge-offs                      (286 )                     655             (92 )                     767
Provision for loan and lease losses                831                       347           1,982                       193
Balance at end of period                   $    11,024           $         8,945     $    11,024           $         8,945

Net charge-offs as a percentage of
average loans                                    (0.03 )%                   0.01 %         (0.01 )%                   0.09 %

Allowance for loan and lease losses as a
percentage of gross loans outstanding at
period end                                        1.16 %                    1.10 %          1.16 %                    1.10 %
Allowance for loan and lease losses as a
percentage of gross loans outstanding at
period end, excluding PPP Loans                   1.32 %                       -            1.32 %                       -




Other Real Estate Owned



There was one piece of commercial land with a carrying value of $85 thousand
held in OREO at June 30, 2020. There were two properties with an aggregate
carrying value of $289 thousand at December 31, 2019, including the piece of
commercial land and a single family residential real estate property with
carrying values of $85 thousand and $204 thousand, respectively. The residential
real estate property was sold during the six months ended June 30, 2020. The
property sold was collateral supporting an investor-owned residential mortgage
loan. The agreement with the investor requires FNCB to take title to the
property upon foreclosure and FNCB is responsible for the property liquidation
on behalf of the investor after foreclosure. FNCB did not realize any gain or
loss upon the sale. There were no properties foreclosed upon during the
six months ended June 30, 2020. There was one property with a fair value less
cost to sell of $52 thousand that was foreclosed upon during the six months
ended June 30, 2019.  The property foreclosed upon was the collateral supporting
an investor-owned residential mortgage loan. There were three OREO properties,
with an aggregate carrying value of $411 thousand, sold during the six months
ended June 30, 2019. FNCB realized a net gain of $9 thousand upon the sales,
which is included in non-interest income for the six months ended June 30, 2019.



The expenses related to maintaining OREO, not including adjustments to property
values subsequent to foreclosure, and net of any income from operation of the
properties, amounted to $35 thousand and $90 thousand for the three and six
months ended June 30, 2020, respectively, compared to $14 thousand and $65
thousand for the respective periods of 2019.



                                       45

--------------------------------------------------------------------------------

Table of Contents





FNCB actively markets OREO properties for sale through a variety of channels
including internal marketing and the use of outside brokers/realtors. The
carrying value of OREO is generally calculated at an amount not greater than 90%
of the most recent fair market appraised value unless specific conditions
warrant an exception. A 10% factor is generally used to estimate costs to sell,
which is based on typical cost factors, such as 6% broker commission, 1%
transfer taxes, and 3% various other miscellaneous costs associated with the
sales process. This fair value is updated on an annual basis or more frequently
if new valuation information is available. Deterioration in the real estate
market could result in additional losses on these properties. There were no
valuation adjustments recorded on OREO properties during the three and six
months ended June 30, 2020 and 2019.



Liabilities



Total liabilities, which consist primarily of total deposits and borrowed funds,
were $1.273 billion at June 30, 2020, an increase of $202.9 million, or 19.0%,
from $1.070 billion at December 31, 2019. The increase was primarily
attributable to an increase in total deposits, coupled with an increase in
borrowed funds. Total deposits increased $167.9 million to $1.170 billion at
June 30, 2020 from $1.002 billion at December 31, 2019. FNCB experienced
increases in both non-interest-bearing and interest-bearing deposits.
Non-interest-bearing demand deposits increased $87.3 million, or 48.7%, to
$266.8 million at June 30, 2020 from $179.5 million at December 31, 2019, while
interest-bearing deposits increased $80.6 million, or 9.8%, to $902.8 million at
June 30, 2020 from $822.2 million at December 31, 2019. The increases were due
primarily to higher balances of non-maturity deposits and reflected funds
disbursed for PPP loans into customer demand deposit accounts. Total time
deposits decreased $0.9 million, or 0.5%, to $192.1 million at June 30, 2020
from $193.0 million at December 31, 2019. The decrease was due to certificates
of deposit that were not renewed in the current low interest rate environment
almost entirely offset by an increase of $10.0 million brokered certificates of
deposit. Borrowed funds increased $32.2 million, or 56.2%, to $89.4 million at
June 30, 2020 from $57.2 million at December 31, 2019. The increase included
a $36 million advance through the Federal Reserve Discount Window under the
PPPLF. This was slightly offset by the $4.1 decrease in FHLB of Pittsburgh
advances to $42.8 million at June 30, 2020 from $46.9 million at December 31,
2019, which included a $14.1 repayment of a FHLB of Pittsburgh overnight advance
and a $10.0 million term advance as part of an interest rate swap transaction.
There were no outstanding overnight advances through FHLB of Pittsburgh at June
30, 2020. Management regularly monitors wholesale funding sources taking into
consideration the cost of funds, diversification between funding sources and
asset/liability management strategies. FNCB utilizes brokered deposits,
including one-way purchases through the Promontory Interfinancial Network,
deposits acquired through a national listing service, as well as overnight and
term advances through the FHLB of Pittsburgh as wholesale sources of funds to
supplement its deposit gathering initiatives.



Equity



Total shareholders' equity increased $11.8 million, or 8.8%, to $145.4 million
at June 30, 2020 from $133.6 million at December 31, 2019. The improvement in
capital resulted primarily from net income for the six months ended June 30,
2020 of $6.1 million and a $7.7 million increase in accumulated other
comprehensive income related primarily to appreciation in the fair value of
available-for-sale debt securities, net of deferred taxes. These improvements
were partially offset by dividends declared and paid for the six months ended
June 30, 2020 of $2.2 million. FNCB's tangible book value per common share
improved $0.57, or 8.6% to $7.19 at June 30, 2020, compared to $6.62 per share
at December 31, 2019.



FNCB Bank's total regulatory capital increased $14.6 million to $148.0 million
at June 30, 2020 from $133.4 million at December 31, 2019. The Bank's total
risk-based capital and Tier 1 leverage ratios improved to 15.68% and 10.42%,
respectively at June 30, 2020 from 14.77% and 10.36%, respectively, at December
31, 2019. The Bank's risk-based capital ratios exceeded the minimum regulatory
capital ratios required for well capitalized under prompt corrective action
regulations. Based on the most recent notification from its primary regulator,
the Bank was considered well capitalized at June 30, 2020 and December 31, 2019.
There were no conditions or events since that notification that management
believes would have changed this capital designation.



Liquidity



The term liquidity refers to the ability to generate sufficient amounts of cash
to meet cash flow needs. Liquidity is required to fulfill the borrowing needs of
FNCB's credit customers and the withdrawal and maturity requirements of its
deposit customers, as well as to meet other financial commitments. FNCB's
liquidity position is impacted by several factors, which include, among others,
loan origination volumes, loan and investment maturity structure and cash flows,
deposit demand and time deposit maturity structure and retention. FNCB has
liquidity and contingent funding policies in place that are designed with
controls in place to provide advanced detection of potentially significant
funding shortfalls, establish methods for assessing and monitoring risk levels,
and institute prompt responses that may alleviate a potential liquidity crisis.
Management monitors FNCB's liquidity position and fluctuations daily, forecasts
future liquidity needs, performs periodic stress tests on its liquidity levels
and develops strategies to ensure adequate liquidity at all times.



The statements of cash flows present the change in cash and cash equivalents
from operating, investing and financing activities. Cash and due from banks and
interest-bearing deposits in other banks, which comprise cash and cash
equivalents, are FNCB's most liquid assets. At June 30, 2020, cash and cash
equivalents totaled $101.5 million, an increase of $66.9 million compared to
$34.5 million at December 31, 2019. For the six months ended June 30, 2020 net
cash provided by operating and financing activities were partially offset by net
cash used in investing activities during that same time frame. Operating
activities, net of reconciling adjustments for the six months ended June 30,
2020 provided net cash of $11.3 million. Financing activities provided $197.8
million in net cash flow for the six months ended June 30, 2020, which resulted
primarily from the net increase in deposits and net proceeds on advances from
the Federal Reserve Bank Discount Window PPPLF of $36.2 million. Partially
offsetting these net cash inflows, was $142.2 million in net cash used by FNCB's
investing activities for the six months ended June 30, 2020, which resulted
primarily from the cash used of $120.0 million for new loan funding, coupled
with the purchases of available-for-sale securities of $83.1 million. This
was partially offset by cash received from sales and repayments of
available-for-sale debt securities of $60.9 million.



                                       46

--------------------------------------------------------------------------------

Table of Contents





Management believes the COVID-19 pandemic could pose potential stresses on
liquidity management. FNCB could experience an increase in the utilization of
existing lines of credit as customers manage their own liquidity needs during
this time of economic uncertainty. Management believes FNCB's current liquidity
position and available sources of liquidity were sufficient to meet its cash
flow needs and fulfill its obligations at June 30 2020. In addition cash and
cash equivalents of $101.5 million at June 30, 2020, FNCB had ample sources of
additional liquidity including approximately $266.7 million in available
borrowing capacity from the FHLB of Pittsburgh, and available borrowing capacity
through the Federal Reserve Discount Window of $80.8 million under the PPPLF and
$14.4 million under the borrower-in-custody program. FNCB also has
available unsecured federal funds lines of credit totaling $40.0 million at June
30, 2020.



Interest Rate Risk



Interest Rate Sensitivity



Market risk is the risk to earnings and/or financial position resulting from
adverse changes in market rates or prices, such as interest rates, foreign
exchange rates or equity prices. FNCB's exposure to market risk is primarily
interest rate risk associated with our lending, investing and deposit gathering
activities, all of which are other than trading. Changes in interest rates
affect earnings by changing net interest income and the level of other
interest-sensitive income and operating expenses. In addition, variations in
interest rates affect the underlying economic value of our assets, liabilities
and off-balance sheet items.


Asset and Liability Management

FNCB manages these objectives through its Asset and Liability Management Committee ("ALCO") and its Rate and Liquidity and Investment Committees, which consist of certain members of management and certain members of the finance unit. Members of the committees meet regularly to develop balance sheet strategies affecting the future level of net interest income, liquidity and capital.

The major objectives of ALCO are to:

? manage exposure to changes in the interest rate environment by limiting the

changes in net interest margin to an acceptable level within a reasonable


    range of interest rates;


  ? ensure adequate liquidity and funding;


  ? maintain a strong capital base; and


  ? maximize net interest income opportunities.




FNCB utilizes the pricing and structure of loans and deposits, the size and
duration of the investment securities portfolio, the size and duration of the
wholesale funding portfolio, and off-balance sheet interest rate contracts to
manage interest rate risk. The off-balance sheet interest rate contracts may
include interest rate swaps, caps and floors.  These interest rate contracts
involve, to varying degrees, credit risk and interest rate risk. Credit risk is
the possibility that a loss may occur if a counterparty to a transaction fails
to perform according to terms of the contract. The notional amount of the
interest rate contracts is the amount upon which interest and other payments are
based. The notional amount is not exchanged, and therefore, should not be taken
as a measure of credit risk. See Note 6, "Derivative and Hedging
Transactions," to the notes to consolidated financial statements for additional
information about FNCB's derivative transactions.



ALCO monitors FNCB's exposure to changes in net interest income over both a
one-year planning horizon and a longer-term strategic horizon. ALCO uses net
interest income simulations and economic value of equity ("EVE") simulations as
the primary tools in measuring and managing FNCB's position and considers
balance sheet forecasts, FNCB's liquidity position, the economic environment,
anticipated direction of interest rates and FNCB's earnings sensitivity to
changes in these rates in its modeling. In addition, ALCO has established policy
tolerance limits for acceptable negative changes in net interest income.
Furthermore, as part of its ongoing monitoring, ALCO requires quarterly back
testing of modeling results, which involves after-the-fact comparisons of
projections with FNCB's actual performance to measure the validity of
assumptions used in the modeling techniques.



Earnings at Risk and Economic Value at Risk Simulations





Earnings at Risk



Earnings-at-risk simulation measures the change in net interest income and net
income under various interest rate scenarios. Specifically, given the current
market rates, ALCO looks at "earnings at risk" to determine anticipated changes
in net interest income from a base case scenario with scenarios of +200, +400,
and -100 basis points for simulation purposes. The simulation takes into
consideration that not all assets and liabilities re-price equally and
simultaneously with market rates (i.e., savings rate).



Economic Value at Risk



While earnings-at-risk simulation measures the short-term risk in the balance
sheet, economic value (or portfolio equity) at risk measures the long-term risk
by finding the net present value of the future cash flows from FNCB's existing
assets and liabilities. ALCO examines this ratio regularly, and given the
current rate environment, has utilized rate shocks of +200, +400, and -100 basis
points for simulation purposes. Management recognizes that, in some instances,
this ratio may contradict the "earnings at risk" ratio.



While ALCO regularly performs a wide variety of simulations under various strategic balance sheet and treasury yield curve scenarios, the following results reflect FNCB's sensitivity over the subsequent twelve months based on the following assumptions:





  ? asset and liability levels using June 30, 2020 as a starting point;

? cash flows are based on contractual maturity and amortization schedules with

applicable prepayments derived from internal historical data and external


    sources; and


  ? cash flows are reinvested into similar instruments so as to keep
    interest-earning asset and interest-bearing liability levels constant.




                                       47

--------------------------------------------------------------------------------

Table of Contents





The following table illustrates the simulated impact of parallel and
instantaneous interest rate shocks of +400 basis points, +200 basis points, and
-100 basis points on net interest income and the change in economic value over a
one-year time horizon from the June 30, 2020 levels:





                                         Rates +200                            Rates +400                            Rates -100
                               Simulation                            Simulation                            Simulation
                                 Results         Policy Limit          Results         Policy Limit          Results         Policy Limit
Earnings at risk:
Percent change in net
interest income                        (1.6 )%           (12.5 )%            (0.6 )%           (20.0 )%             3.4 %            (10.0 )%

Economic value at risk:
Percent change in economic
value of equity                        11.0 %            (20.0 )%            16.1 %            (35.0 )%           (32.2 )%           (10.0 )%






Model results at June 30, 2020 indicated that FNCB was liability rate sensitive
for the short term moving to an asset sensitive position in approximately within
twelve months and then continuing in an asset-sensitive position for the
remaining periods of the model. The liability rate sensitive position shortened
as compared to model results at March 31, 2020, which indicated a shift to an
asset sensitive position in months 13 through 15 of the model. Model results at
June 30, 2020 indicated that FNCB's net interest income is expected to decrease
1.6% under a +200-basis point interest rate shock. Additionally, model results
indicated that FNCB's economic value of equity is expected toincrease 11.0%under
a parallel shift in interest rates of +200 basis points. Under a -100-basis
point interest rate shock, model results indicated that FNCB's net interest
income would increase 3.4%, while the economic value of equity would decrease
32.2%, respectively. Management does not believe that the modeled decrease in
the economic value of equity, which exceeds the current policy limit of 10.0%,
poses any undue interest rate risk at June 30, 2020. Comparatively, model
results at March 31, 2020 indicated net interest income would be expected to
decrease 4.4% and economic value of equity would be expected to decrease
1.5%given a +200-basis point rate shock. Conversely, given a -100 basis point
rate shock at March 31, 2020, net interest income would be expected to increase
2.7% and the economic value of equity would decrease 18.6%.



This analysis does not represent a forecast for FNCB and should not be relied
upon as being indicative of expected operating results. These simulations are
based on numerous assumptions, including but not limited to: the nature and
timing of interest rate levels, prepayments on loans and securities, deposit
decay rates, pricing decisions on loans and deposits, reinvestment/replacements
of asset and liability cash flows, and other factors. While assumptions reflect
current economic and local market conditions, FNCB cannot make any assurances as
to the predictive nature of these assumptions, including changes in interest
rates, customer preferences, competition and liquidity needs, or what actions
ALCO might take in responding to these changes. In response to the economic
disruption and uncertainty brought on by the COVID-19 pandemic, the FOMC lowered
the federal funds target rate a total of 150 basis points in two emergency
actions with an expectation that the Committee will maintain a low interest rate
environment for the foreseeable future. Given FNCB's current asset/liability
position, the significantly lower market interest rates may have a negative
impact on FNCB's earning asset yields and variable-rate loans and securities
indexed to prime and LIBOR will reprice downward.



As previously mentioned, as part of its ongoing monitoring, ALCO requires
quarterly back testing of modeling results, which involves after-the-fact
comparisons of projections with FNCB's actual performance to measure the
validity of assumptions used in the modeling techniques. As part of its
quarterly review, management compared tax-equivalent net interest income
recorded for the three months ended June 30, 2020 with tax-equivalent net
interest income that was projected for the same three-month period. There was a
negative variance between actual and projected tax-equivalent net interest
income for the three-month period ended June 30, 2020 of  $715 thousand, or
7.4%. The variance primarily reflected the decrease origination of $117.0
million in PPP loans at an interest rate of 1.00% during the second quarter of
2020, which was not included in the model at March 31, 2020. ALCO performs a
detailed rate/volume analysis between actual and projected results in order to
continue to improve the accuracy of its simulation models.





Off-Balance Sheet Arrangements





In the ordinary course of operations, FNCB engages in a variety of financial
transactions that, in accordance with GAAP, are not recorded in our consolidated
financial statements or are recorded in amounts that differ from the notional
amounts. These transactions involve, to varying degrees, elements of credit,
interest rate, and liquidity risk. Such transactions may be used for general
corporate purposes or for customer needs. Corporate purpose transactions would
be used to help manage credit, interest rate and liquidity risk or to optimize
capital. Customer transactions are used to manage customers' requests for
funding.



For the three and six months ended June 30, 2020, FNCB did not engage in any
off-balance sheet transactions that would have or would be reasonably likely to
have a material effect on its consolidated financial condition.

© Edgar Online, source Glimpses