This Quarterly Report on Form 10-Q 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 novel
Coronavirus Disease 2019 ("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 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.



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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" 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 nine months ended September 30, 2020 and 2019 within the
consolidated statements of income.



Refer to Note 3, "Securities," 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.



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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 September 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 September 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 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, the Bank's 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. As of September 30, 2020, FNCB did not face any material resource
constraints through the implementation of its pandemic preparedness
plan. Through the nine months ended September 30, 2020, FNCB incurred
COVID-19-related expenses including stay-at-home pay, computer-related costs,
cleaning and sanitizing facilities and safety supplies which are included in
non-interest expense in the consolidated statements of income. Additionally,
FNCB has not tested for and 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 the continued 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, the Bank actively participated in PPP loans assisting our small business
community in securing this important funding. As of September 30, 2020, FNCB was
able to serve 1,002 small business customers with PPP loans totaling
$118.6 million. The PPP closed on August 8, 2020, and the SBA is no longer
accepting applications for funding under this program. Subsequent to the closing
of the program, the SBA began accepting applications for forgiveness. FNCB
notified and began providing assistance to customers with the forgiveness
application process. As of September 30, 2020, FNCB had submitted 84 forgiveness
applications to the SBA for PPP loans totaling $31.1 million. As of September
30, 2020, FNCB had not received approval or funding from the SBA for the
forgiveness associated with these loans. It is FNCB's understanding that loans
funded through the PPP are fully guaranteed by the United States government.
Should those circumstances change, FNCB could be required to increase its
allowance for loan and lease losses related to these loans resulting in an
increase in the provision for loan and lease losses.



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 September 30, 2020, FNCB assisted 860 customers under our payment deferral
program, with the aggregate principal balance of loans modified totaling
$173.6 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
had suspended certain deposit service charges related to debit card usage.



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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. The Bank has received approval from the Federal Reserve Bank as a
participating lender in the Main Street Lending Program. As of September 30,
2020, 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.



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 $4.1 million, or $0.20 per basic and
diluted common share, for the three months ended September 30, 2020, an increase
of $1.7 million, or 70.9%, compared to $2.4 million, or $0.12 per basic and
diluted common share, for the three months ended September 30, 2019. Net income
for the nine months ended September 30, 2020 totaled $10.2 million, or $0.50 per
basic and diluted share, an increase of $2.6 million, or 34.3%, compared to
$7.6 million, or $0.39 per basic and diluted share, for the same nine months of
2019. The increase in third quarter 2020 earnings over the same quarter of 2019
was primarily due to increases in net interest income and non-interest income,
coupled with a reduction in the provision for loan and lease losses. The
increase in net income comparing the nine months ended September 30, 2020 and
2019 primarily reflected increases in net interest income and non-interest
income and a decrease in non-interest expense. Partially offsetting these
positive factors comparing the year-to-date periods was an increase in the
provision for loan and lease losses, which reflected continued uncertainty
brought on by the COVID-19 global pandemic. Additionally, the results for the
third quarter and year-to-date periods of 2020 include the effect on interest
income of $118.6 million in PPP loans.



For the three and nine months ended September 30, 2020, the annualized return on
average assets was 1.15% and 1.03%, respectively, and 0.80% and 0.84%,
respectively, for the same periods of 2019. The annualized return on average
equity was 11.05% and 9.63%, respectively, for the three and nine months ended
September 30, 2020, compared to 7.30% and 8.32%, respectively, for the
comparable periods of 2019. FNCB declared and paid dividends to holders of
common stock of $0.055 per share for the third quarter and $0.165 per share for
the nine months ended September 30, 2020, a 10.0% increase compared to $0.05 per
share and $0.15 per share for the same periods of 2019. The dividend pay-out
ratio was 32.7% for the nine months ended September 30, 2020 compared to 39.8%
for the comparable period of 2019.



Total assets increased $239.7 million, or 19.9%, to $1.443 billion at September
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 $128.4 million, or 15.7%, to
$947.9 million at September 30, 2020 from $819.5 million at December 31, 2019.
Excluding the $118.6 million in PPP loans outstanding at September 30, 2020, net
loans increased $9.8 million, or 1.2%, from December 31, 2019. Cash and cash
equivalents increased $70.4 million, or 203.8%, to $105.0 million at September
30, 2020 from $34.6 million at December 31, 2019. Also contributing to the
balance sheet expansion was a $48.6 million, or 17.8%, increase in
available-for-sale debt securities to $321.4 million at September 30, 2020 from
$272.8 million at December 31, 2019. FNCB experienced unprecedented deposit
demand during the first nine months of 2020 as total deposits increased
$270.5 million, or 27.0%, to $1.272 billion at September 30, 2020
from $1.002 billion at December 31, 2019. Total borrowed funds decreased $46.9
million, or 82.0%, to $10.3 million at September 30, 2020 from $57.2 million at
December 31, 2019. The decrease in borrowed funds reflected a decrease in
advances through the FHLB of Pittsburgh as FNCB had no borrowings through the
FHLB of Pittsburgh outstanding as of September 30, 2020.



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Total shareholders' equity increased $16.4 million, or 12.3%, to $150.0 million
at September 30, 2020 from $133.6 million at December 31, 2019.  Contributing to
the increase in capital was net income for the nine months ended September 30,
2020 of $10.2 million and a $9.1 million increase in accumulated other
comprehensive income related primarily to appreciation in the fair value of
FNCB's available-for-sale debt securities, net of deferred taxes. Partially
offsetting these increases were dividends declared and paid of $3.3 million for
the nine months ended September 30, 2020. FNCB Bank's total risk-based capital
and Tier 1 leverage ratios were 16.09% and 10.17% at September 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.



In response to the significant disruption and uncertainty in the economic
environment brought on by COVID-19, the FOMC lowered the federal funds target
rate 150 basis points in two emergency actions in March 2020. As a result, the
target range for federal funds fell from 1.50%-1.75% at December 31, 2019 to
0.00%-0.25% at March 31, 2020 and has remained at that level through September
30, 2020. 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. The FOMC actions, along with decreases in
general market interest rates, has resulted in decreases in both the
tax-equivalent yield on earnings assets and the rate paid on interest-bearing
liabilities comparing the three and nine months ended September 30, 2020 and
2019. Additionally, net interest income, earning asset yields and the net
interest margin were impacted by the origination and funding of $118.6 million
in PPP loans at an interest rate of 1.0%.



Net interest income on a tax-equivalent basis increased $927 thousand, or 10.1%,
to $10.1 million for the three months ended September 30, 2020 from $9.1 million
for the comparable period of 2019. The improvement in tax-equivalent net
interest income for the third quarter of 2020 primarily reflected a decrease in
interest expense of $1.0 million, or 40.7%, to $1.5 million from $2.5 million
for the same period of 2019. The reduction in interest expense was slightly
offset by a decrease in tax-equivalent interest income of $72 thousand, or 0.6%,
to $11.5 million for the three months ended September 30, 2020 from
$11.6 million for the same period of 2019. For the nine months ended September
30, 2020, tax-equivalent net interest income increased $1.9 million, or 6.9%, to
$29.2 million from $27.3 million for the same nine months of 2019. Similarly,
the improvement in tax-equivalent net interest income comparing the year-to-date
period ended September 30, 2020 and 2019 was due to a $2.6 million, or 34.0%,
reduction in interest expense, partially offset by a $699 thousand, or 2.0%,
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 third quarter tax-equivalent net interest income, FNCB's
tax-equivalent net interest margin contracted 28 basis points to 3.04% for the
third quarter of 2020 from 3.32% for the same quarter of 2019. The
margin compression was due primarily to a $224.7 million, or 20.4%, increase
in average earning asset levels, coupled with the impact of a 74-basis point
reduction in the tax-equivalent yield on earning assets. 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 22 basis points to 2.89% for the three months ended September 30,
2020 from 3.11% for the same period of 2019. The tax-equivalent net interest
margin and rate spread compressed 8 basis points and 4 basis points,
respectively, comparing the nine months ended September 30, 2020 and 2019.



Comparing the three months ended September 30, 2020, the $1.0 million, or 40.7%,
decrease in interest expense was entirely due to a 52-basis point reduction in
the cost of funds. Specifically, the average rate paid for interest-bearing
deposits decreased 41 basis points to 0.55% for the third quarter of 2020 from
0.96% for the same period of 2019, resulting in a decrease to interest expense
of $806 thousand. The average rates paid for interest-bearing demand and time
deposits, which reflected the reduction in market interest rates, decreased
40 basis points and 43 basis points, respectively, comparing the three months
ended September 30, 2020 and 2019. The decrease in interest expense due to
changes in deposit rates was coupled with a 130 basis point reduction in the
cost of borrowed funds comparing the three months ended September 30, 2020 to
the same period of 2019, which resulted in a $217 thousand decrease in interest
expense. FNCB experienced significant demand for its deposit products, as
changing customer deposit preferences and higher balances due to the reduction
in economic activity and uncertainty related to the COVID-19 pandemic, were the
primary factors driving a $114.5 million, or 13.0%, increase in average
interest-bearing liabilities. Specifically, average interest-bearing deposits
increased $148.8 million, or 18.7%, to $943.8 million for the third quarter of
2020 compared to $795.0 million for the same quarter of 2019. The strong growth
in deposit volumes had little impact on interest expense, as FNCB used the
excess liquidity to repay higher-costing borrowed funds. Average borrowed funds
decreased by $34.3 million or 39.9% to $51.6 million for the third quarter of
2020 from $85.9 million for the same quarter of 2019. Overall, changes in
volumes of average interest-bearing liabilities resulted in a slight increase in
interest expense of $24 thousand comparing the third quarters of 2020 and 2019.



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Partially offsetting the lower amount of interest expense was a $72 thousand, or
0.6%, decrease in tax-equivalent interest income to $11.5 million for the third
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, almost entirely offset by an increase in
average earning asset levels. The tax-equivalent yield on earning assets
decreased 74 basis points to 3.48% for the third quarter of 2020 from 4.22% for
the same quarter of 2019, which resulted in a corresponding decrease in
tax-equivalent interest income of $1.8 million. Accounting for the majority of
the decrease was an 82 basis point decrease in the tax-equivalent yield on the
loan portfolio to 3.85% for the three months ended September 30, 2020 from 4.67%
for the same three months of 2019, which resulted in a corresponding decrease in
tax-equivalent interest income of $1.8 million. With regard to earning asset
volumes, average earning assets increased $224.7 million, or 20.4%, to
$1.326 billion for the three months ended September 30, 2020 from $1.101 billion
for the same three months of 2019. The origination of $118.6  million in PPP
loans was the predominant factor causing an increase in average loans of
$133.3 million, or 16.3%, to $952.9 million for the third quarter of 2020 from
$819.6 million for the same quarter of 2019, which caused a corresponding
increase in interest income of $1.4 million. Additionally, comparing the third
quarters of 2020 and 2019, average securities increased $30.8 million, or 11.4%,
to $302.1 million from $271.3 million, respectively, which resulted in
an increase to interest income of $289 thousand. Furthermore, average
interest-bearing deposits in other banks and federal funds sold increased $60.6
million to $70.6 million for the three months ended September 30, 2020, from
$10.0 million for the same three months of 2019, which caused tax-equivalent
interest income to increase $26 thousand. Overall, the increase in average
earning assets resulted in a corresponding increase to tax-equivalent interest
income of $1.7 million, which was more than offset by the $1.8 million decrease
in tax-equivalent interest income due to the decline in yield.



For the nine months ended September 30, 2020, tax-equivalent net interest income
increased $1.9 million, or 6.9%, which was mainly attributable to
a $2.6 million, or 34.0% reduction in interest expense, which was partially
offset by the decline in tax-equivalent interest income of $699 thousand, or
2.0%. The decrease in interest expense for the year-to-date period was primarily
caused by decreases in funding costs due to lower market rates, coupled with
changes in volumes of average interest-bearing liabilities. FNCB's total cost of
funds decreased 39 basis points to 0.72% for the nine months ended September 30,
2020 from 1.11% for the same period of 2019, resulting in a decrease to interest
expense of $2.4 million. Specifically, comparing the nine months ended September
30, 2020 and 2019, the cost of interest-bearing deposits decreased 33 basis
points, while the cost of borrowed funds declined 128 basis points, resulting in
corresponding decreases to interest expense of $1.7 million and $625 thousand,
respectively. For the nine months ended September 30, 2020, interest-bearing
liabilities averaged $937.1 million, an increase of $21.8 million, or 2.4%, from
$915.3 million for the same nine-month period of 2019.  Despite the increase,
changes in volumes of interest-bearing liabilities resulted in a $228 thousand
decrease in interest expense, driven by changes in volumes of interest-bearing
deposits. Specifically, average balances of higher-costing time
deposits decreased $57.9 million, or 22.8% comparing the nine months ended
September 30, 2020 and 2019 which caused a corresponding decrease to interest
expense of $629 thousand. The decline in average time deposit balances largely
reflected maturing retail certificates of deposit, the majority of which were
transferred into a non-maturity deposit product. Volumes of average
interest-bearing demand deposits and average savings deposits increased by
$73.5 million and $6.7 million, respectively, comparing the nine months ended
September 30, 2020 and 2019 which resulted in corresponding increases to
interest expense of $406 thousand and $7 thousand, respectively, comparing the
year-to-date periods of 2020 and 2019. Average borrowed funds decreased $602
thousand, or 0.9%, to $65.0 million for the nine months ended September 30,
2020, compared to $65.6 million for the same period in 2019, resulting in a
small decrease in interest expense of $12 thousand.



The $699 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 44 basis point
decrease in the yield on earning assets to 3.70% for the nine months ended
September 30, 2020 from 4.14% for the same nine months of 2019, which resulted
in a $3.6 million decrease in tax-equivalent interest income. The reduction in
market interest rates, coupled with the origination of lower-yielding PPP loans
had the greatest impact on loan yields. Specifically, the tax-equivalent yield
on loans declined 53 basis points to 4.08% for the nine months ended September
30, 2020 from 4.61% for the same nine months of 2019, causing
a $3.5 million decline in tax-equivalent interest income. PPP loans averaged
$69.5 million for the nine months ended September 30, 2020, with an average
yield of 0.99%. Additionally, yields earned on average interest-bearing deposits
in other banks and federal funds sold decreased 174 basis points to 0.09% for
the nine months ended September 30, 2020 from 1.83% for the same period of 2019,
which resulted in a corresponding decrease to tax-equivalent interest income of
$244 thousand. Partially offsetting the reduction in tax-equivalent interest
income due to yield decline was a $107.6 million, or 9.6%, increase in average
earning assets to $1.231 billion for the nine months ended September 30, 2020,
compared to $1.124 billion for the same nine months of 2019, which resulted in
a $2.9 million increase in tax-equivalent interest income. Specifically,
comparing the first nine months of 2020 and 2019, average loans increased
$75.3 million, or 9.1%, which caused a $2.5 million increase in tax-equivalent
interest income. In addition, comparing the nine months ended September 30, 2020
and 2019, the average balance of securities increased $7.8 million, or 2.8%,
while the average interest-deposits in other banks and federal funds sold
increased $24.4 million, or 216.1%, resulting in additional tax-equivalent
interest income of $330 thousand and $114 thousand, respectively.



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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 nine-month periods ended September 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
                                             September 30, 2020                         September 30, 2019
                                     Average                      Yield/        Average                      Yield/
(dollars in thousands)               Balance       Interest        Cost         Balance       Interest        Cost
Assets
Earning assets (2)(3)
Loans-taxable (4)                  $   908,095     $   8,688         3.83 %   $   781,963     $   9,170         4.69 %
Loans-tax free (4)                      44,826           494         4.41 %        37,638           403         4.28 %
Total loans (1)(2)                     952,921         9,182         3.85 %       819,601         9,573         4.67 %
Securities-taxable                     232,081         1,760         3.03 %       266,653         1,951         2.93 %
Securities-tax free                     69,973           586         3.35 %         4,611            47         4.08 %
Total securities (1)(5)                302,054         2,346         3.11 %       271,264         1,998         2.95 %
Interest-bearing deposits in
other banks                             70,601             1         0.01 %        10,007            30         1.20 %
Total earning assets                 1,325,576        11,529         3.48 %     1,100,872        11,601         4.22 %
Non-earning assets                     108,587                              

99,888


Allowance for loan and lease
losses                                 (11,865 )                                   (9,081 )
Total assets                       $ 1,422,298                                $ 1,191,679

Liabilities and Shareholders'
Equity
Interest-bearing liabilities
Interest-bearing demand deposits   $   638,070           705         0.44 %   $   480,277         1,011         0.84 %
Savings deposits                       105,394            24         0.09 %        93,369            31         0.13 %
Time deposits                          200,290           562         1.12 %       221,325           859         1.55 %

Total interest-bearing deposits 943,754 1,291 0.55 %


      794,971         1,901         0.96 %
Borrowed funds and other
interest-bearing liabilities            51,629           165         1.28 %        85,927           554         2.58 %
Total interest-bearing
liabilities                            995,383         1,456         0.59 %       880,898         2,455         1.11 %
Demand deposits                        267,636                                    169,416
Other liabilities                       11,384                                     10,730
Shareholders' equity                   147,895                                    130,635
Total liabilities and
shareholder's equity               $ 1,422,298                                $ 1,191,679

Net interest income/interest
rate spread (6)                                       10,073         2.89 %                       9,146         3.11 %
Tax equivalent adjustment                               (227 )                                      (95 )
Net interest income as reported                    $   9,846                                  $   9,051

Net interest margin (7)                                              3.04 %                                     3.32 %



(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.




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                                                                   Nine Months Ended
                                             September 30, 2020                         September 30, 2019
                                     Average                      Yield/        Average                      Yield/
(dollars in thousands)               Balance       Interest        Cost         Balance       Interest        Cost
Assets
Earning assets (2)(3)
Loans-taxable (4)                  $   854,885     $  26,042         4.06 %   $   781,612     $  27,194         4.64 %
Loans-tax free (4)                      48,080         1,564         4.34 %        46,019         1,417         4.11 %
Total loans (1)(2)                     902,965        27,606         4.08 %       827,631        28,611         4.61 %
Securities-taxable                     247,848         5,426         2.92 %       280,114         5,997         2.85 %
Securities-tax free                     44,723         1,149         3.43 %         4,624           142         4.09 %
Total securities (1)(5)                292,571         6,575         3.00 %       284,738         6,139         2.87 %
Interest-bearing deposits in
other banks                             35,746            25         0.09 %        11,309           155         1.83 %
Total earning assets                 1,231,282        34,206         3.70 %     1,123,678        34,905         4.14 %
Non-earning assets                     101,773                              

95,412


Allowance for loan and lease
losses                                 (10,321 )                                   (9,344 )
Total assets                       $ 1,322,734                                $ 1,209,746

Liabilities and Shareholders'
Equity
Interest-bearing liabilities
Interest-bearing demand deposits   $   577,012         2,363         0.55 %   $   503,483         3,095         0.82 %
Savings deposits                        99,627            75         0.10 %        92,893            96         0.14 %
Time deposits                          195,456         1,889         1.29 %       253,306         3,092         1.63 %
Total interest-bearing deposits        872,095         4,327         0.66 %       849,682         6,283         0.99 %
Borrowed funds and other
interest-bearing liabilities            65,046           706         1.45 %        65,648         1,343         2.73 %
Total interest-bearing
liabilities                            937,141         5,033         0.72 %       915,330         7,626         1.11 %
Demand deposits                        232,920                                    161,036
Other liabilities                       11,361                                     11,406
Shareholders' equity                   141,312                                    121,974
Total liabilities and
shareholder's equity               $ 1,322,734                                $ 1,209,746

Net interest income/interest
rate spread (6)                                       29,173         2.99 %                      27,279         3.03 %
Tax equivalent adjustment                               (570 )                                     (328 )
Net interest income as reported                    $  28,603                                  $  26,951

Net interest margin (7)                                              3.16 %                                     3.24 %



(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.




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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 September 30,                 Nine Months Ended September 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         $     1,352       $     (1,834 )   $     (482 )   $    2,413       $    (3,565 )   $  (1,152 )
Loans - tax free                 79                 12             91             65                82           147
Total loans                   1,431             (1,822 )         (391 )        2,478            (3,483 )      (1,005 )
Securities - taxable           (260 )               69           (191 )         (704 )             133          (571 )
Securities - tax free           549                (10 )          539          1,034               (27 )       1,007
Total securities                289                 59            348            330               106           436
Interest-bearing
deposits in other
banks                            26                (55 )          (29 )          114              (244 )        (130 )
Total interest income         1,746             (1,818 )          (72 )        2,922            (3,621 )        (699 )

Interest expense:
Interest-bearing
demand deposits                 268               (574 )         (306 )          406            (1,138 )        (732 )
Savings deposits                  4                (11 )           (7 )            7               (28 )         (21 )
Time deposits                   (76 )             (221 )         (297 )         (629 )            (574 )      (1,203 )
Total
interest-bearing
deposits                        196               (806 )         (610 )         (216 )          (1,740 )      (1,956 )
Borrowed funds and
other
interest-bearing
liabilities                    (172 )             (217 )         (389 )          (12 )            (625 )        (637 )
Total interest
expense                          24             (1,023 )         (999 )         (228 )          (2,365 )      (2,593 )
Net interest income     $     1,722       $       (795 )   $      927     $    3,150       $    (1,256 )   $   1,894

Provision for Loan and Lease Losses





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. 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. During 2020, management took into consideration the
potential adverse impact the COVID-19 pandemic has had on economic conditions in
its application of FNCB's methodology on the allowance for loan and lease
losses. Specifically, management has tried to address this adverse impact by
adjusting the qualitative factor associated with changes in national, local and
business economic conditions and developments, which has resulted in higher
credit provisioning during the nine months ended September 30, 2020.



FNCB recorded a provision for loan and lease losses of $74 thousand for the
three-month period ended September 30, 2020 compared to $637 thousand for
the three months ended September 30, 2019. The $563 thousand decrease in the
provision for loan and lease losses was directly attributable to substantial
recoveries related to two large commercial credits received in the third quarter
of 2020, partially offset by additional credit provisioning related to economic
disruption and uncertainty related to the COVID-19 pandemic. The provision for
loan losses amounted to $2.0 million for the nine months ended September 30,
2020, an increase of $1.2 million, from $830 thousand for the same nine months
of 2019.



Non-interest Income



Non-interest income increased significantly for the third quarter and
year-to-date periods, which was primarily due to increases in net gains on
equity securities, net gains on the sale of mortgage loans held for sale and net
gains on available-for-sale debt securities. Non-interest income increased $1.1
million, or 62.2%, to $2.9 million for the three months ended September 30,
2020 from $1.8 million for the same three months of 2019. Net gains on equity
securities increased $841 thousand to $846 thousand for the third quarter of
2020 compared to $5 thousand for the same quarter of 2019. FNCB realized a gain
of $1.1 million on the conversion of an equity security of a bank holding
company that was part of a merger and acquisition that was completed in the
third quarter of 2020. Partially offsetting this gain was a net unrealized loss
on equity securities held of $287 thousand. FNCB realized net gains on the sale
of mortgage loans of $186 thousand for the three months ended September 30,
2020, a $117 thousand or 169.6%, increase compared to $69 thousand in net gains
realized for the same three-month period of 2019. In addition, FNCB realized net
gains on the sales of available-for-sale securities of $433 thousand, an
increase of $54 thousand, or 14.2%, compared to $379 thousand for the same
quarter of 2019.



For the nine months ended September 30, 2020, non-interest income increased
$2.3 million, or 45.5%, to $7.2 million from $4.9 million for the same period of
2019. Net gains on equity securities increased $833 thousand to $864 thousand
for the nine months ended September 30, 2020 compared to $31 thousand for the
same period of 2019, which was primarily related to the bank holding company
stock transaction mentioned above, partially offset by unrealized losses on
equity securities held of $269 thousand. For the first nine months of 2020, net
gains on the sale of mortgage loans amounted to $465 thousand, an increase of
$267 thousand, or 134.7%, compared to $198 thousand for the period of 2019. For
the nine months ended September 30, 2020, net gains on the sale of
available-for-sale securities amounted to $1.5 million, an increase of
$802 thousand, or 114.2%, compared to $702 thousand for the same nine months of
2019.



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Also impacting non-interest income levels for the third quarter and year-to-date
periods were increases in loan referral fees and deposit service charges. 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
$22 thousand, to $76 thousand for the three months ended September 30, 2020,
compared to $54 thousand for the same period of 2019.  Loan referral fees
totaled $338 thousand for the nine months ended September 30, 2020, an increase
of $264 thousand, or 357.4%, compared to $74 thousand for the nine months ended
September 30, 2019. With regard to deposit service charges, 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. As a
result, deposit service charges increased $47 thousand, or 5.9%, to $844
thousand for the third quarter of 2020 from $797 thousand for the same quarter
of 2019. For the nine months ended September 30, deposit service charges
increased $174 thousand or 7.9%, to $2.4 million in 2020 compared to $2.2
million in 2019.



Non-interest Expense



Non-interest expense increased $514 thousand, or 7.0%, to $7.8 million for the
three months ended September 30, 2020 from $7.3 million for the three months
ended September 30, 2019. The increase primarily reflected increases in other
operating expenses, regulatory assessments, professional fees and bank shares
tax, partially offset by a reduction in salaries and benefits. Other operating
expenses in the third quarter increased $288 thousand, or 35.3%, to $1.1 million
in 2020 from $815 thousand in 2019. The increase was largely due to
$399 thousand in FHLB penalties paid in the third quarter of 2020 related to the
decision to prepay high-costing FHLB term advances. Comparing the three months
ended September 30, 2020 and 2019, regulatory assessments increased $102
thousand, or 485.7%, professional fees increased $90 thousand, or 47.6%, and
bank shares tax increased $58 thousand or 28.3%. The increase in regulatory
assessments reflected the full utilization of the FDIC's Small Bank Assessment
Credit during the prior quarter, coupled with an increase in FNCB's assessment
base due to strong balance sheet growth. The increase in professional fees
reflected the timing of certain services performed coupled with a contract
renegotiation credit received in third quarter of 2019, while the increase in
bank shares tax was due to the increase in FNCB Bank's capital. Slightly
offsetting these increases was a $76 thousand, or 1.9% decrease in salaries and
employee benefits, due primarily to staff reductions resulting from open
positions that have not been filled.



For the nine months ended September 30, 2020, non-interest expense decreased
$404 thousand, or 1.8%, to $21.5 million compared to $21.9 million for the same
nine-month period of 2019, primarily due to the decline in salaries and employee
benefits, data processing expenses, other operating expenses and professional
fees. Salaries and employee benefits declined $372 thousand, or 3.2%, to
$11.3 million at September 30, 2020, compared to $11.6 million at September 30,
2019, reflecting an increase in deferred loan origination costs associated with
the origination of PPP loans and reductions to staff, partially offset by merit
increases. Data processing expenses and professional fees declined
$124 thousand, or 5.4%, and $64 thousand, or 8.9%, respectively comparing the
year-to-date periods of 2020 and 2019. In addition, other operating expenses
decreased $117 thousand, or 5.2%, comparing the nine months ended September 30,
2020 to 2019. The reduction in data processing costs and professional
fees reflected more efficient utilization of third-party services. These
decreases were partially offset by the $144 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. Bank shares
tax increased $118 thousand, or 15.5%, to $878 thousand at September 30, 2020,
compared to $760 thousand at September 30, 2019. For the nine months ended
September 30, 2020, FNCB incurred $199 thousand in 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, which is
included in non-interest expense.





Provision for Income Taxes



FNCB recorded income tax expense of $2.0 million for the nine months ended
September 30, 2020, an increase of $467 thousand, or 29.5%, compared to income
tax expense of $1.6 million for the same period of 2019. The increase in income
tax expense primarily reflected an increase in pre-tax net income of
$3.1 million, or 33.5%, when comparing the nine months ended September 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 September
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 September 30, 2020.





FINANCIAL CONDITION



Assets



Total assets increased $239.7 million, or 19.9%, to $1.443 billion at September
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 $128.4 million, or
15.7%, to $947.9 million at September 30, 2020 from $819.5 million at December
31, 2019, primarily reflecting the origination and funding of PPP loans, of
which $118.6 million were outstanding at September 30, 2020. Available-for-sale
debt securities increased $48.6 million, or 17.8%, to $321.4 million at
September 30, 2020 from $272.8 million at December 31, 2019 as security
purchases outpaced sales and repayments. FNCB experienced unprecedented demand
for its deposit products during the nine months ended September 30, 2020, which
was the driving factor leading to an increase in total deposits
of $270.5 million, or 27.0%, to $1.272 billion at September 30, 2020 from $1.002
billion at December 31, 2019. Meanwhile, borrowed funds decreased $46.9 million,
or 82.0%, to $10.3 million at September 30, 2020 as compared to $57.2 million at
December 31, 2019, as FNCB used excess liquidity to prepay certain
higher-costing term advances through the FHLB of Pittsburgh.



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Cash and Cash Equivalents



Cash and cash equivalents increased $70.4 million, or 203.8%, to $105.0 million
at September 30, 2020 from $34.6 million at December 31, 2019. The increase was
primarily due to the increase in total deposits and cash generated through bank
operations, partially offset by increases in available-for-sale debt securities
and gross loans. FNCB paid dividends of $0.055 per share and $0.165 per
share for the three and nine months ended September 30, 2020 and 2019,
respectively, an increase of 10% compared to dividends of $0.05 per share and
$0.15 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 September 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.



At September 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 September 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 September 30,
2020 and December 31, 2019:


Composition of the Investment Portfolio





                                                     September 30,       December 31,
(in thousands)                                           2020                2019
Available-for-sale debt securities:
Obligations of state and political subdivisions     $       191,963     $   

117,763

U.S. government/government-sponsored agencies:
Collateralized mortgage obligations - residential            54,494         

80,294


Collateralized mortgage obligations - commercial              2,198         

17,723


Mortgage-backed securities                                   11,123         

18,485


Private collateralized mortgage obligations                  32,729              25,075
Corporate debt securities                                    19,000               7,182
Asset-backed securities                                       9,892               5,621
Negotiable certificates of deposit                                -         

696


Total available-for-sale debt securities            $       321,399     $       272,839




Available-for-sale debt securities increased $48.6 million, or 17.8%, to $321.4
million at September 30, 2020 from $272.8 million at December 31, 2019.
Management took advantage of market opportunities during the nine months ended
September 30, 2020 to sell lower-yielding investments within the
available-for-sale portfolio and replace them and add to the portfolio with
higher-yielding securities that were within FNCB's risk tolerance. During the
nine months ended September 30, 2020, FNCB sold 28 available-for-sale debt
securities which included 15 U.S. government/government sponsored agency
CMOs, 12 taxable obligations of state and political subdivisions and 1 tax
exempt obligation of state and political subdivisions. The securities sold had
an aggregate amortized cost of $61.3 million with a weighted-average yield of
1.68%. For the nine months ended September 30, 2020, gross proceeds received
totaled $62.8 million, with a net gain of $1.5 million realized upon the sales
and included in non-interest income. During the nine months ended September 30,
2020, FNCB purchased 64 available-for-sale debt securities including 36
tax-exempt obligations of state and political subdivisions, 15 taxable
obligations of state and political subdivisions, 6 corporate debt securities,
3 private asset-backed securities, 3 private CMOs and one agency CMO with an
aggregate cost of $113.2 million and a weighted-average yield of 2.71%. Due to
tax planning strategies designed to utilize NOL carryovers, management
previously minimized holdings of tax-exempt obligations. However, market
volatility during the first nine months 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. These actions resulted in increases in the
tax-equivalent yield on the investment portfolio of 16 basis points to 3.11%
from 2.95%, respectively, comparing the third quarters of 2020 and 2019 and 13
basis points to 3.00% from 2.87%, respectively, comparing the nine months ended
September 30, 2020 and 2019.



Management continuously monitors FNCB's investment portfolio for credit
worthiness. With regard to FNCB's holding of municipal securities, in the second
quarter of 2020, management engaged an independent third party consultant to
perform a semiannual credit review of FNCB's investments in obligations of state
and political subdivisions as of June 30, 2020. The review included a comparison
of each security to the consultant's "Portfolio Credit Benchmark" to identify
any securities that may contain more than a minimal risk of payment default.
Based on this review all obligations of state and political subdivision held
within the portfolio at June 30, 2020 either met or exceeded the Portfolio
Credit Benchmark and there were no such securities that required further review.
The next third party review is scheduled for December 31, 2020.  We also monitor
municipal securities monthly in the Municipal Surveillance Report.



The following table presents the maturities of available-for-sale debt
securities, based on carrying value at September 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.



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Maturity Distribution of the Investment Portfolio





                                                                                    September 30, 2020
                                                                                                                   Collateralized
                                                                                                                      Mortgage
                                                                                                                    Obligations,
                                                                                                                   Mortgage-Backed
                                                                                                                  and Asset-Backed
(dollars in thousands)                    < 1 Year       >1 - 5 Years       6 - 10 Years       Over 10 Years         Securities           Total
Available-for-sale debt securities:
Obligations of state and political
subdivisions                             $    4,573     $       60,632     $       25,604     $       101,154     $               -     $ 191,963
Yield                                          2.31 %             2.95 %             2.95 %              2.92 %                              2.92 %
U.S. government/government-sponsored
agencies:
Collateralized mortgage obligations -
residential                                       -                  -                  -                   -                54,494        54,494
Yield                                                                                                                          2.88 %        2.88 %
Collateralized mortgage obligations -
commercial                                        -                  -                  -                   -                 2,198         2,198
Yield                                                                                                                          2.81 %        2.81 %
Mortgage-backed securities                        -                  -                  -                   -                11,123        11,123
Yield                                                                                                                          3.54 %        3.54 %
Private collateralized mortgage
obligations                                       -                  -                  -                   -                32,729        32,729
Yield                                                                                                                          2.63 %        2.63 %
Corporate debt securities                         -                  -             19,000                   -                     -        19,000
Yield                                                                                5.44 %                                                  5.44 %
Asset-backed securities                           -                  -                  -                   -                 9,892         9,892
Yield                                                                                                                          1.47 %        1.47 %
Negotiable certificates of deposit                -                  -                  -                   -                     -             -

Yield


Total available-for-sale debt
securities                               $    4,573     $       60,632     $       44,604     $       101,154     $         110,436     $ 321,399
Weighted average yield                         2.31 %             2.95 %             4.01 %              2.92 %                2.75 %        3.01 %






OTTI Evaluation



There was no OTTI recognized during the nine months ended September 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 September 30, 2020
and December 31, 2019:



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

Stock in Federal Home Loan Bank of Pittsburgh $ 1,781 $ 3,794 Stock in Atlantic Community Banker's Bank

                    10             

10


Total restricted securities, at cost            $         1,791     $       3,804

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

Equity Securities and Equity Securities without Readily Determinable Fair Values





At 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. Because the common stock of this bank holding company was not traded
on any established market, FNCB accounted for this transaction as an equity
security without a readily determinable fair value. Under GAAP, an equity
security without a readily determinable fair value shall be carried at cost and
written down to fair value if a qualitative assessment indicates that the
investment is impaired and the fair value is less than its carrying value. The
$1.7 million investment was included in other assets at December 31, 2019.



On December 18, 2019, this privately held bank holding company entered into an
Agreement and Plan Merger ("Merger Agreement") with a publicly traded bank
holding company. The Merger Agreement provided for the privately held bank
holding company to merge with and into the publicly traded bank holding company,
the company surviving the merger ("surviving company"). The surviving company's
common stock trades on Nasdaq. The acquisition was completed on July 1, 2020
with FNCB receiving $1.2 million in cash for 74,113 of its shares with the
remaining 122,178 shares converted into 78,822 shares of the surviving company's
common stock that had a fair value of $19.90 per share on July 1, 2020 or $1.6
million in aggregate. FNCB realized a gain of $1.1 million on the completion of
this acquisition.



On September 15, 2020, FNCB purchased 20,000 shares of fixed-rate non-cumulative
perpetual preferred stock of another publicly traded bank holding company
pursuant to an underwritten public offering at an offering price of $25.00 per
share or $500 thousand in aggregate. The preferred stock pays a quarterly
dividend at a rate of 7.50%.



FNCB considers its investments in common and preferred shares of the bank
holding companies discussed above to be equity securities with readily
determinable fair values and therefore reports these securities at fair value on
the consolidated statements of financial condition with unrealized gains and
losses recognized in non-interest income in the consolidated statements of
income. At September 30, 2020, the common shares had a fair value of $1.3
million, resulting in an unrealized loss of $288 thousand included in
non-interest income for the three and nine months ended September 30, 2020.
FNCB's investment in the preferred stock had a fair value of $503 thousand at
September 30, 2020, resulting in an unrealized gain of $3 thousand included in
non-interest income for three and nine months ended September 30, 2020.



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Also included in equity securities at September 30, 2020 and December 31, 2019, was a $1.0 million investment in a mutual fund comprised of 1-4 family residential mortgage-backed securities collateralized by properties within FNCB's market area. The fair value of this mutual fund was $936 thousand at September 30, 2020 and $920 thousand at December 31, 2019.





Loans



Total loans, gross, increased $137.0 million, or 16.6%, to $963.3 million at
September 30, 2020 from $826.3 million at December 31, 2019, which was
predominantly due to the origination and funding of $118.6 million in PPP loans.
Excluding PPP loans, FNCB saw modest growth in loans within the commercial
sector, loans to state and political subdivisions and residential real
estate loans. The increases in these major loan categories was partially offset
by a reduction in consumer loans. Historically, commercial lending activities
represented a significant portion of FNCB's loan portfolio. Excluding PPP loans,
commercial loans including commercial and industrial loans, commercial real
estate loans and construction, land acquisition and development loans, as a
percentage of total loans, gross, increased to 60.9% at September 30, 2020 from
57.3% at December 31, 2019.



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 $24.8 million, or 4.8%, to $538.5 million at September 30, 2020 from
$513.7 million at December 31, 2019. The increase was concentrated
in commercial real estate loans. Real estate secured loans represented 55.9% and
62.2% of total loans at September 30, 2020 and December 31, 2019, respectively.



Commercial real estate loans increased $17.9 million, or 6.4%, to $296.3 million
at September 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 $138.1 million, or 93.6%, to $285.7 million at September 30,
2020 from $147.6 million at December 31, 2019. Excluding PPP loans, commercial
and industrial loans increased $19.5 million, or 13.2%. Construction, land
acquisition and development loans increased $3.4 million, or 7.2%, to
$50.9 million at September 30, 2020 from $47.5 million at December 31, 2019.



Residential real estate loans totaled $174.0 million at September 30, 2020, an
increase of $3.3 million, or 1.9%, 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 $27.6 million, or 20.0%, to $110.6 million at September 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 $1.9 million, or 4.3%, to $45.8 million at September 30,
2020 from $43.9 million at December 31, 2019.



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





Loan Portfolio Detail



                                                  September 30,       December 31,
(in thousands)                                        2020                2019
Residential real estate                          $       174,020     $      170,723
Commercial real estate                                   296,281            278,379
Construction, land acquisition and development            50,934             47,484
Commercial and industrial                                285,693            147,623
Consumer                                                 110,636            138,239
State and political subdivisions                          45,738             43,908
Total loans, gross                                       963,302            826,356
Unearned income                                             (118 )              (69 )
Net deferred loan costs                                   (2,955 )            2,192
Allowance for loan and lease losses                      (12,269 )           (8,950 )
Loans, net                                       $       947,960     $      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 September 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 September 30, 2020 and December 31, 2019:





Loan Concentrations



                                            September 30, 2020                       December 31, 2019
(in thousands)                        Amount          % of Gross Loans         Amount         % of Gross Loans
1-4 family residential
investment properties              $     53,757                    5.58 %   $     38,122                   4.61 %
Retail space/shopping centers            45,214                    4.69 %         43,865                   5.31 %




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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.  Management
has identified and is continually monitoring exposures to borrowers and
industries that may be impacted more immediately and acutely than others. Of
particular concern are credit exposures to businesses within the hospitality
industry including hotels and motels, full and limited-service restaurants and
drinking establishments, among others. In many instances, management has
directly reached out to specific borrowers to provide guidance and assistance as
appropriate. At September 30, 2020, FNCB had an aggregate exposure of $15.5
million in outstanding loan balances to borrowers in the hotel industry and
$23.6 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. During the three
months ended September 30, 2020, management provided a modification under the
Cares Act to a significant commercial loan relationship involving three
commercial real estate loans totaling $5.1 million that is secured by a hotel in
FNCB's market area. At September 30, 2020 the loans were current and performing
under the terms of the modification agreement. Management applied the provisions
of the Cares Act and does not consider this modification to be a TDR as the
three loans were current as of December 31, 2019 and the borrower's business was
directly impacted adversely by the COVID-19 pandemic. Management is closely
monitoring this relationship and will appropriately address any changes in the
borrower's status. Additionally, management is monitoring unfunded commitments
such as lines of credit and overdraft protection to determine liquidity and
funding issues that may arise with FNCB's 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, 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.



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 September 30, 2020 and December 31, 2019:


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Non-performing Assets and Accruing TDRs





                                                        September 30,       December 31,
(dollars in thousands)                                      2020                2019
Non-accrual loans                                      $         6,176     $        9,084
Loans past due 90 days or more and still accruing                    -                  -
Total non-performing loans                                       6,176              9,084
Other real estate owned                                             58                289
Other non-performing assets                                      1,900              1,900
Total non-performing assets                            $         8,134     $       11,273

Accruing TDRs                                          $         7,216     $        7,745
Non-performing loans as a percentage of gross loans               0.64 %             1.10 %




Total non-performing assets decreased $3.2 million, or 27.8%, to $8.1 million at
September 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 to accrual status, coupled with a
decrease in OREO. FNCB's ratio of non-performing loans to total gross loans
decreased to 0.64% at September 30, 2020 from 1.10% at December 31, 2019. FNCB's
ratio of non-performing assets as a percentage of shareholders' equity improved
to 5.4% at September 30, 2020 from 8.4% at December 31, 2019, due primarily to
an increase in FNCB's capital position, coupled with the reduction in
non-performing assets.



Other non-performing assets at September 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 September 30, 2020, no
single-unit lots have been sold, however, the construction of a seven-unit
building is nearing completion and general business activity appears to be
increasing.  Management continues to monitor this project closely and is in
regular contact with the Developer.  However, uncertainty and economic
volatility associated with the COVID-19 pandemic are unknown and could
negatively impact the timing of sales and payments.



While credit quality metrics of FNCB's loan portfolio improved comparing
September 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 no loans modified as TDRs during the three months ended September 30,
2020. Loans modified as TDRs for the nine months ended September 30, 2020
included three commercial and industrial loans and one residential mortgage
loan. The three commercial and industrial loans were modified under forbearance
agreements with an aggregate pre- and post-modification recorded investment of
$196 thousand. The modification of the residential mortgage loan involved an
extension of terms and the loan had a pre- and post-modification recorded
investment of $88 thousand.



During the three months ended September 30, 2019, there were three residential
mortgage loans modified as TDRs. The modifications involved either forbearance
or capitalization of taxes and had pre- and post-modification recorded
investments that totaled $250 thousand and $261 thousand respectively. For the
nine months ended September 30, 2019, TDRs also included one residential
mortgage loan for which the terms were extended. This TDR had a pre- and
post-modification balance of $24 thousand.



During the three and nine months ended September 30, 2020, there were no loans
modified as a TDR within the previous 12 months that subsequently defaulted,
defined as 90 days or more past due. There were no loans that were modified as a
TDR within the previous 12 months that subsequently defaulted during the three
months ended September 30, 2019. For the nine months ended September 30, 2019,
subsequent defaults of TDRs modified within the previous 12 months included one
consumer loan with a recorded investment of $103 thousand.



Modifications Related to COVID-19





In late March 2020, the federal banking regulators issued guidance and are
encouraging banks to work prudently with, and provide short-term payment
accommodations to, borrowers affected by COVID-19. Additionally, Section 4013 of
the CARES Act addressed COVID-19-related modifications and specified that such
modifications made on loans that were current as of December 31, 2019 do not
need to be classified as TDRs. FNCB had applied this guidance and made 916 such
modifications, with 860 loans having an aggregate recorded investment of
$173.6 million outstanding at September 30, 2020. These initial modifications
provided borrowers with a short-term, typically three months, interest-only
period or full payment deferral. Of the 860 loans, 71 loans with an aggregate
recorded investment of $21.4 million were provided a second deferral. As of
September 30, 2020, there were 16 loans with an aggregate recorded investment of
$8.0 million, or 0.83% of total loans, that were still under deferral. Included
in loans still under deferral was a modification provided to a significant
commercial loan relationship involving three commercial real estate loans
totaling $5.1 million that are secured by a hotel in FNCB's market area. At
September 30, 2020 the loans were current and performing under the terms of the
modification agreement. In applying the provisions of the CARES Act,
management does not consider this modification to be a TDR as the three loans
were current as of December 31, 2019 and the borrower's business was directly
impacted adversely by the COVID-19 pandemic. Management is closely monitoring
this relationship, as well as all loans for which modifications under the CARES
Act have been granted, and will appropriately address any changes in the status
of any of the borrowers. Additionally, management will continue to follow
regulatory guidance when working with borrowers who have been impacted by
COVID-19 and apply the CARES Act guidance in making any TDR determinations.



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The following table presents information about COVID-19 related loan modifications by major loan category as of September 30, 2020.







                                                                       As of September 30, 2020
                                       Total Loans Modified                               Total Number of Loans Still Under Deferral
                                                Recorded         % of Loan                                   Recorded              % of Loan
(in thousands)           Number of Loans       Investment        Category        Number of Loans            Investment              Category
COVID-19 related loan
modifications:
Residential real
estate                                201     $      18,951           10.89 %                   2         $           54                   0.03 %
Commercial real
estate                                159           113,245           38.22 %                   7                  7,860                   2.65 %
Construction, land
acquisition and
development                            12            11,340           22.26 %                   -                      -                      -
Commercial and
industrial                            101            22,748            7.96 %                   -                      -                      -
Consumer                              387             7,283            6.58 %                   7                    107                   0.10 %
State and political
subdivision                             -                 -               -                     -                      -                      -
Total                                 860     $     173,567           18.02 %                  16                  8,021                   0.83 %






The following table presents the changes in non-performing loans for the three
and nine months ended September 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 nine months
ended September 30, 2020 and 2019.



Changes in Non-Performing Loans





                                               Three Months Ended September 30,             Nine Months Ended September 30,
(in thousands)                                   2020                     2019                2020                  2019
Balance, beginning of period               $          6,740         $       

5,302 $ 9,084 $ 4,696 Loans newly placed on non-accrual

                       329                    1,707               1,765                 4,801
Loans returned to performing status                      (4 )                      -              (1,573 )                 (27 )
Loan foreclosures                                         -                        -                   -                     -
Loans charged-off                                      (567 )                   (411 )            (1,191 )              (1,978 )
Loan payments received                                 (322 )                   (479 )            (1,909 )              (1,373 )
Balance, end of period                     $          6,176         $          6,119     $         6,176       $         6,119




The average balance of impaired loans was $12.8 million and $14.3 million,
respectively, for the three and nine months ended September 30, 2020 and 2019,
compared to $12.3 million and $12.6 million, respectively, for the three and
nine months ended September 30, 2019. FNCB recognized $83 thousand and
$272 thousand of interest income on impaired loans for the three and nine months
ended September 30, 2020, respectively and $97 thousand and $302 thousand for
the respective periods of 2019.



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 nine months ended September 30, 2020
approximated $76 thousand and $282 thousand, respectively and $90 thousand and
$267 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 September 30, 2020 and December 31, 2019:


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Loan Delinquencies and Non-Accrual Loans





                       September 30,       December 31,
                           2020                2019
Accruing:
30-59 days                       0.14 %             0.26 %
60-89 days                       0.03 %             0.10 %
90+ days                         0.00 %             0.00 %
Non-accrual                      0.64 %             1.10 %
Total delinquencies              0.81 %             1.46 %



Total delinquencies as a percent of gross loans were 0.81% at September 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 $2.9 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 $12.3 million, or 1.28% of total loans at September 30, 2020,
an increase of $3.3 million, or 37.1%, from $8.9 million at December 31, 2019.
The increase resulted from $2.0 million in provisions for loan and lease losses
for the nine months ended September 30, 2020, offset by $1.3 million 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 $409 thousand, or 3.3%, of the total ALLL at September 30,
2020, compared to $473 thousand, or 5.3%, of the total ALLL at December 31,
2019. A general allocation of $11.9 million was calculated for loans analyzed
collectively under ASC 450 "Contingencies" ("ASC 450"), which represented 96.7%
of the total ALLL of $12.3 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 September 30, 2020 was an unallocated reserve of $1.1 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 1.28% of total loans, net of net deferred loan origination fees and
unearned income, of $960.2 million at September 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 1.45% at September 30, 2020.



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



Allocation of the ALLL



                                                September 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                    $     1,547            18.06 %   $      1,147            20.66 %
Commercial real estate                           4,814            30.75 %          3,198            33.69 %
Construction, land acquisition and
development                                        413             5.29 %            271             5.75 %
Commercial and industrial                        2,354            29.66 %          1,997            17.86 %
Consumer                                         1,649            11.49 %          1,658            16.73 %
State and political subdivision                    377             4.75 %            253             5.31 %
Unallocated                                      1,115             0.00 %            426             0.00 %
Total                                      $    12,269           100.00 %   $      8,950           100.00 %



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





Reconciliation of the ALLL



                                              For the Three Months Ended             For the Nine Months Ended
                                                     September 30,                         September 30,
(dollars in thousands)                        2020                  2019            2020                  2019
Balance at beginning of period             $    11,024           $     8,945     $     8,950           $     9,519
Charge-offs:
Residential real estate                              -                     -               -                    27
Commercial real estate                             280                     -             336                     -
Construction, land acquisition and
development                                          -                     -               -                    18
Commercial and industrial                           81                   216             208                   976
Consumer                                           221                   201             683                   973
State and political subdivisions                     -                     -               -                     -
Total charge-offs                                  582                   417           1,227                 1,994
Recoveries of charged-off loans:
Residential real estate                              3                     1              42                     7
Commercial real estate                             845                     -             846                    14
Construction, land acquisition and
development                                          -                     1               -                    82
Commercial and industrial                          726                    58           1,210                   265
Consumer                                           179                    90             392                   592
State and political subdivisions                     -                     -               -                     -
Total recoveries                                 1,753                   150           2,490                   960
Net (recoveries) charge-offs                    (1,171 )                 267          (1,263 )               1,034
Provision for loan and lease losses                 74                   637           2,056                   830
Balance at end of period                   $    12,269           $     9,315     $    12,269           $     9,315

Net charge-offs as a percentage of
average loans                                    (0.12 )%               0.03 %         (0.14 )%               0.13 %

Allowance for loan and lease losses as a
percentage of gross loans outstanding at
period end                                        1.28 %                1.11 %          1.28 %                1.11 %
Allowance for loan and lease losses as a
percentage of gross loans outstanding at
period end, excluding PPP Loans                   1.45 %                   -            1.45 %                   -




Other Real Estate Owned



There was one piece of commercial land with a carrying value of $58 thousand
held in OREO at September 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. FNCB recorded a
valuation adjustment to the carrying value of the piece of commercial land of
$27 thousand during the nine months ended September 30, 2020. The residential
real estate property, which was the collateral supporting an investor-owned
residential mortgage loan, was sold during the nine months ended September 30,
2020. The agreement with the investor requires FNCB to take title to the
property upon foreclosure and liquidate the property 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 nine months ended September 30,
2020.



At September 30, 2019, OREO consisted of four properties with an aggregate value
of $412 thousand. There were two properties with an aggregate fair value less
cost to sell of $256 thousand that were foreclosed upon during the nine months
ended September 30, 2019.  The properties foreclosed upon were the collateral
supporting investor-owned residential mortgage loans. There were four OREO
properties, with an aggregate carrying value of $749 thousand, sold during the
nine months ended September 30, 2019.  FNCB realized net gains of $20 thousand
upon the sales, which was included in non-interest income for the nine months
ended September 30, 2019.



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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 $65 thousand and $155 thousand for the three and nine
months ended September 30, 2020, respectively, and $62 thousand and
$127 thousand for the respective periods of 2019.



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. As mentioned
above, FNCB recorded valuation adjustments to the carrying value of the property
held in OREO of $27 thousand for the three and nine months ended September 30,
2020. There were no valuation adjustments recorded to the carrying value of OREO
properties during the three and nine months ended September 30, 2019.



Liabilities



Total liabilities, which consist primarily of total deposits and borrowed funds,
were $1.293 billion at September 30, 2020, an increase of $223.2 million, or
20.9%, from $1.070 billion at December 31, 2019. The increase primarily
reflected strong deposit growth experienced during 2020. Changing customer
deposit preferences and higher balances due to the reduction in consumer and
business spending due to uncertainty related to the COVID-19 pandemic, coupled
with cyclical deposit trends of public funds, were the the primary factors
contributing to an increase in total deposits of $270.5 million, or 27.0%, to
$1.272 billion at September 30, 2020 from $1.002 billion at December 31, 2019.
FNCB experienced strong demand for both non-interest-bearing and
interest-bearing deposits. Non-interest-bearing demand deposits increased
$94.6 million, or 52.7%, to $274.1 million at September 30, 2020 from $179.5
million at December 31, 2019, while interest-bearing deposits increased
$175.9 million, or 21.4%, to $998.1 million at September 30, 2020 from $822.2
million at December 31, 2019. Interest-bearing demand deposits increased $158.3
million, or 29.6%, to $693.0 million at September 30, 2020 from $534.7 million
at December 31, 2019, while savings deposits increased $13.4 million, or 14.1%,
to $107.9 million at September 30, 2020 from $94.5 million at December 31, 2019.
Total time deposits increased $4.1 million, or 2.1%, to $197.2 million at
September 30, 2020 from $193.0 million at December 31, 2019 primarily due to an
increase in brokered certificates of deposit of $20.0 million, partially offset
by maturing certificates of deposit that were primarily redirected into
non-maturity interest-bearing deposits. As a result of strong increase in
deposits, FNCB was able to reduce its reliance on borrowed funds as a source of
liquidity. Specifically, FNCB prepaid two higher-costing term advances during
the three months ended September 30, 2020. Additionally, FNCB prepaid
a $36 million advance through the Federal Reserve Discount Window under the
PPPLF during the three months ended September 30, 2020. There were no Discount
Window advances or any FHLB of Pittsburgh overnight or term advances
outstanding at September 30, 2020. Total borrowed funds decreased $46.9 million,
or 82.0%, to $10.3 million at September 30, 2020 from $57.2 million at December
31, 2019. 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 $16.4 million, or 12.3%, to $150.0 million
at September 30, 2020 from $133.6 million at December 31, 2019. The improvement
in capital resulted primarily from net income for the nine months ended
September 30, 2020 of $10.2 million and a $9.1 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 nine months ended
September 30, 2020 of $3.3 million. FNCB's tangible book value per common share
improved $0.79, or 12.0%, to $7.41 at September 30, 2020, compared to $6.62 per
share at December 31, 2019.



The Bank's total regulatory capital increased $19.1 million to $152.5 million at
September 30, 2020 from $133.4 million at December 31, 2019. The Bank's total
risk-based capital and Tier 1 leverage ratios were 16.09% and 10.17%,
respectively at September 30, 2020 compared to 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 September 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 September 30, 2020, cash and cash
equivalents totaled $105.0 million, an increase of $70.4 million compared to
$34.6 million at December 31, 2019. For the nine months ended September 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 nine months ended
September 30, 2020 provided net cash of $15.1 million. Financing activities
provided $220.3 million in net cash flow for the nine months ended September 30,
2020, which resulted primarily from the net increase in deposits of $270.5
million. Partially offsetting these net cash inflows, was $165.0 million in net
cash used by FNCB's investing activities for the nine months ended September 30,
2020, which resulted primarily from the cash used of $130.8 million for new loan
funding, coupled with the purchases of available-for-sale securities of
$113.2 million. These investing cash outflows were partially offset by cash
received from sales, maturities, calls and repayments of available-for-sale debt
securities totaling $77.2 million.



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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 September 30, 2020. In addition to
cash and cash equivalents of $105.0 million at September 30, 2020, FNCB had
ample sources of additional liquidity including approximately $350.9 million in
available borrowing capacity from the FHLB of Pittsburgh, and available
borrowing capacity through the Federal Reserve Discount Window of $82.4 million
under the PPPLF and $17.3 million under the borrower-in-custody program. FNCB
also has available unsecured federal funds lines of credit totaling $40.0
million at September 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 September 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.




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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 September 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                        (1.8 )%           (12.5 )%            (1.1 )%           (20.0 )%             2.1 %            (10.0 )%

Economic value at risk:
Percent change in economic
value of equity                        10.5 %            (20.0 )%            17.0 %            (35.0 )%           (28.3 )%           (10.0 )%






Model results at September 30, 2020 indicated that FNCB was liability sensitive
and had minor exposure to rising rates in the near term moving to an asset
sensitive position within approximately 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 September 30, 2020 indicated
that FNCB's net interest income is expected to decrease 1.8% under a +200-basis
point interest rate shock. Additionally, model results indicated that FNCB's
economic value of equity is expected toincrease 10.5%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
2.1%, while the economic value of equity would decrease 28.3%, 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 September 30, 2020. Comparatively, model results at June
30, 2020 exhibited similar results and indicated net interest income would be
expected to decrease 1.6% and economic value of equity would be expected to
increase 11.0% given a +200-basis point rate shock. Conversely, given a -100
basis point rate shock at June 30, 2020, net interest income would be expected
to increase 3.4% and the economic value of equity would decrease 32.2%.



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 September 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 September 30, 2020 of  approximately
$1.1 million, or 12.6%. The variance primarily reflected a difference in the
assumption for the volume and timing of the forgiveness of PPP loans used in the
model with that actually experienced. The June 30, 2020 simulation assumed
approximately 75.0% of PPP loans would be forgiven and paid off within six
months, and the proceeds used to repay borrowings with the remainder re-invested
into higher-yielding assets. As of September 30, 2020, there were no PPP loans
that were forgiven and paid off. 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 nine months ended September 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.

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