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, 2020 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.



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;
non-compliance with the Paycheck Protection rules and regulations; 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, 2020.



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/Subsequent Event" 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 10, "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 months ended March 31, 2021 and 2020 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 March 31, 2021
and December 31, 2020, 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 5, "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 March 31, 2021, as well as new accounting guidance issued, but not
previously reported, that will be adopted by FNCB in future periods.



Impact of the COVID-19 pandemic





During the first quarter of 2021, effects from the COVID-19 pandemic continue
to impact national, regional and local economies. However, as restrictions are
slowly lifted, the Unites States economy has begun to recover and with the
availability and distribution of vaccines, continued improvement in economic
activity is anticipated for the remainder of 2021. In early April 2021, the
Governor of Pennsylvania reduced some of the restrictions on certain businesses,
primarily restaurants and hospitality-related businesses. However, working
remotely is strongly encouraged and businesses with in-person operations are
subject to CDC and Commonwealth of Pennsylvania guidance.



FNCB branches are open, and while fully operational, are still operating under
the pandemic preparedness plan. FNCB continues to follow CDC and Commonwealth
guidance and take additional precautions to ensure the safety of its customers
and its employees. Additionally, FNCB has worked with local health care
providers to secure and offer vaccinations to all eligible employees.



While positive developments have occurred, management is keenly aware that
FNCB's business and consumer customers may continue to experience varying
degrees of financial distress. Uncertainty regarding the pandemic still exists.
Should the number of cases rise, or new COVID-19 variant infections increase,
additional economic restrictions could be mandated again. Commercial activity
has improved, but has not returned pre-pandemic levels, which may impede loan
growth and could result in a deterioration in asset quality. Additionally,
FNCB's commercial customer base includes businesses in industries such as
hotel/lodging, restaurants, hospitality, and retail and commercial real estate,
all of which have been significantly and adversely impacted by the COVID-19
pandemic. Management continues to closely monitor customers within these
industries as the economic recovery unfolds.



On December 27, 2020, another COVID-19 relief bill was signed into law that
extended and modified several provisions of the PPP.  This included an
additional allocation of $284 billion in funding. The SBA reactivated the PPP on
January 11, 2021, and on January 19, 2021, FNCB began originating additional PPP
loans through the PPP. The SBA will continue to accept new applications through
May 31, 2021.  In the three months ended March 31, 2021, FNCB had generated and
received SBA approval and funding for 540 PPP loans totaling $59.0 million and
received $2.8 million in related deferred loan origination fees associated with
this funding.  During the three months ended March 31, 2021, FNCB received
forgiveness for PPP loans totaling $30.2 million originated in 2020 under the
first round of funding, with $1.3 million in PPP loan origination fees, net of
loan origination costs, recognized into interest income upon forgiveness. PPP
loans outstanding at March 31, 2021 were $107.4 million. FNCB expects to apply
and receive forgiveness for the majority of these loans by the end of 2021.



Management expects the COVID-19 pandemic, as well as certain provisions of
legislative and regulatory relief efforts, to continue to impact FNCB's
operations. The full impact is unknown, continues to evolve and will be
contingent upon the speed and extent of recovery. At this time, management
cannot determine or estimate the full magnitude of the impact and cannot provide
any assurances as to how the crisis may ultimately affect FNCB's results of
operations or financial position. The FNCB team will continue to work diligently
to address any issues related to the COVID-19 pandemic in a safe and sound
manner as they arise. Management believes that FNCB's balance sheet and capital
position are strong and will allow FNCB to withstand the challenges that may be
presented.



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Executive Summary


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





FNCB recorded consolidated net income of $5.8 million, or $0.29 per basic and
diluted common share, for the three months ended March 31, 2021, an increase of
$3.7 million, or 182.7%, compared to $2.1 million, or $0.10 per basic and
diluted common share, for the three months ended March 31, 2020. The increase
in first quarter 2021 earnings over the same quarter of 2020 was primarily due
to a $2.2 million, or 24.2% increase in net interest income, which reflected
lower funding costs, higher volumes of earning assets and the recognition of
$1.3 million in net loan origination fees on forgiven PPP loans, partially
offset by reductions in earning asset yields. Also favorably impacting net
income in the first quarter of 2021, were an increase in non-interest income,
coupled with a reduction in the provision for loan and lease losses. Partially
offsetting these positive factors comparing the year-to-date periods was an
increase in income tax expense, due to higher levels of pre-tax net income in
2021.



For the three months ended March 31, 2021 and 2020, the annualized return on
average assets and return on average equity was 1.61% and 15.27%, respectively,
and 0.69% and 6.06%, respectively, for the same period of 2020. FNCB declared
and paid dividends to holders of common stock of $0.060 per share for the three
months ended March 31, 2021, a 9.1% increase compared to $0.055 per share for
the same quarter of 2020.



Total assets increased $34.4 million, or 2.3%, to $1.500 billion at March 31,
2021 from $1.466 billion at December 31, 2020. The change in total assets
primarily reflected increases in net loans and available-for-sale debt
securities, which were partially offset by a decrease in cash and cash
equivalents. Net loans increased $30.7 million, or 3.5%, to $919.9 million at
March 31, 2021 from $889.2 million at December 31, 2020. Also contributing to
the balance sheet expansion was a $57.4 million, or 16.4%, increase in
available-for-sale debt securities to $407.4 million at March 31, 2021 from
$350.0 million at December 31, 2020. Cash and cash equivalents decreased
$57.3 million, or 36.7%, to $98.5 million at March 31, 2021 from $155.8 million
at December 31, 2020. Total deposits increased $35.4 million, or 2.7%, to
$1.323 billion at March 31, 2021 from $1.287 billion at December 31, 2020. Total
borrowed funds remained constant at $10.3 million at March 31, 2021 and December
31, 2020.



Total shareholders' equity decreased $930 thousand, or 0.6%, to $154.9 million
at March 31, 2021 from $155.9 million at December 31, 2020.  Contributing to the
decrease in capital was a $5.6 million decrease in accumulated other
comprehensive income related primarily to the depreciation in the fair value of
FNCB's available-for-sale debt securities, net of deferred taxes. Also
contributing to the decrease in capital were dividends declared and paid of $1.2
million for the three months ended March 31, 2021.  These reductions to capital
were partially offset by net income for the three months ended March 31, 2021 of
$5.8 million.  FNCB Bank's total risk-based capital and Tier 1 leverage ratios
improved to 16.26% and 9.88% at March 31, 2021, respectively, compared to 15.79%
and 9.57% at December 31, 2020, respectively.



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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 2021 and 2020.



In response to the significant disruption and uncertainty in the economic
environment brought on by COVID-19, the Federal Open Market Committee ("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, 2020 to 0.00%-0.25% at March 31, 2020 and has
remained at that level through March 31, 2021. The FOMC actions, along with
decreases in general market interest rates, has resulted in decreases in both
the tax-equivalent yield on earning-assets and the rate paid on interest-bearing
liabilities comparing the three months ended March 31, 2021 and 2020.
Additionally, net interest income, earning-asset yields and the net interest
margin were impacted by the origination, funding and forgiveness of PPP loans.



Net interest income on a tax-equivalent basis increased $2.3 million, or 24.9%,
to $11.6 million for the three months ended March 31, 2021 from $9.3 million for
the comparable period of 2020. The improvement in tax-equivalent net interest
income for the first quarter of 2021 primarily reflected an increase in
tax-equivalent interest income of $1.2 million or 10.6%, to $12.5 million from
$11.3 million for the same quarter of 2020, coupled with a decrease in interest
expense of $1.1 million, or 57.0%, to $846 thousand from $2.0 million comparing
the first quarters of 2021 and 2020. 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.  FNCB's
tax-equivalent net interest margin improved 24 basis points to 3.59% for the
first quarter of 2021 from 3.35% for the same quarter of 2020. The
margin improvement was primarily impacted by activity related to PPP loans,
coupled with a decrease of 55 basis points in the cost of funds. Additionally,
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, improved 34 basis points to 3.51% for the three months
ended March 31, 2021 from 3.17% for the same period of 2020.



Comparing the three months ended March 31, 2021 tax-equivalent interest income
increased $1.2 million, to $12.5 million compared to $11.3 million for the same
quarter in 2020. This included an increase of $945 thousand in interest
income due to a $87.0 million, or 10.4%, increase in average total loan
balances. Partially offsetting the volume increase was a 14-basis point
reduction in the tax-equivalent yield on average loan balances that reduced
tax-equivalent interest income by $315 thousand. Included in tax-equivalent
interest income on loans for the three months ended March 31, 2021 was $1.5
million earned on PPP loans, including the recognition of $1.2 million in net
deferred loan origination fees. PPP loans, net of deferred origination
fees, averaged $94.8 million for the first quarter of 2021. There was no
activity related to PPP loans in the first quarter of 2020. In addition, total
average securities increased $90.6 million, or 33.4%, to $362.0 million from
$271.4 million in the same quarter of 2020, contributing $891 thousand to
tax-equivalent interest income, which was slightly offset by the $307 thousand
decline in tax-equivalent interest income due to the 10 basis-point reduction in
the tax-equivalent yield on the securities portfolio.



The 57.0% decrease in interest expense was primarily due to a 55-basis
point reduction in the cost of funds to 0.34% for the three months ended March
31, 2021 from 0.89% for the same three months of 2020. Specifically, the average
rate paid for interest-bearing deposits decreased 49 basis points to 0.32% for
the first quarter of 2021 from 0.81% for the same period of 2020, resulting in a
decrease to interest expense of $1.2 million. The average rates paid
for interest-bearing demand and time deposits, which reflected the reduction in
market interest rates, decreased 48 basis points and 58 basis points,
respectively, comparing the three months ended March 31, 2021 and 2020. The
decrease in interest expense due to changes in deposit rates was coupled with a
$51.5 million, or 83.3% decrease in average borrowed funds comparing the three
months ended March 31, 2021 to the same period of 2020, which resulted in a
$241 thousand decrease in interest expense. FNCB experienced strong deposit
growth due to additional fiscal stimulus in the first quarter of 2021. Changing
customer deposit preferences due to the reduction in economic activity and
uncertainty related to the COVID-19 pandemic also contributed to the deposit
growth, as well as factoring into deposit migration from time deposits into
non-maturity deposits. Specifically, average interest-bearing deposits increased
$177.9 million, or 21.7%, to $999.1 million from $821.2 million comparing the
first quarters of 2021 and 2020, respectively. Average interest-bearing demand
deposits increased $167.0 million, or 31.6%, to $695.8 million for the first
quarter of 2021 compared to $528.8 million for the same quarter of 2020, while
average savings deposits increased $20.4 million, or 21.7%, to $114.3 million
from $94.0 million comparing the first quarters of 2021 and 2020, respectively.
Conversely, average time deposits decreased $9.5 million to $188.9 million for
the three months ended March 31, 2021 from $198.4 million for the same three
months of 2020. The strong growth in deposit volumes resulted in a combined net
increase to interest expense of $330 thousand. FNCB used the excess liquidity
from deposit growth to reduce its reliance on and repay higher-costing borrowed
funds. As a result, average borrowed funds decreased $51.5 million, or 83.3%, to
$10.3 million from $61.8 million comparing the first quarters of 2021 and 2020,
which resulted in a decrease to interest expense of $241 thousand.



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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-month period ended March 31, 2021 and 2020, 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
                                               March 31, 2021                             March 31, 2020
                                     Average                      Yield/        Average                      Yield/
(dollars in thousands)               Balance       Interest        Cost         Balance       Interest        Cost
Assets
Earning assets (2)(3)
Loans-taxable (4)                  $   873,544     $   9,401         4.30 %   $   780,855     $   8,693         4.45 %
Loans-tax free (4)                      46,897           487         4.15 %        52,615           565         4.30 %
Total loans (1)(2)                     920,441         9,888         4.30 %       833,470         9,258         4.44 %
Securities-taxable                     286,128         1,968         2.75 %       236,697         1,927         2.92 %
Securities-tax free                     75,876           615         3.24 %         7,698            72         3.74 %
Total securities (1)(5)                362,004         2,583         2.85 %       271,395         1,999         2.95 %
Interest-bearing deposits in
other banks and federal funds
sold (8)                                13,490             3         0.09 %         7,230            21         1.16 %
Total earning assets (8)             1,295,935        12,474         3.85 %     1,112,095        11,278         4.06 %
Non-earning assets (8)                 187,490                              

100,520


Allowance for loan and lease
losses                                 (12,189 )                                   (8,967 )
Total assets                       $ 1,471,236                                $ 1,203,648

Liabilities and Shareholders'
Equity
Interest-bearing liabilities
Interest-bearing demand deposits   $   695,794           380         0.22 %   $   528,802           930         0.70 %
Savings deposits                       114,349            20         0.07 %        93,989            28         0.12 %
Time deposits                          188,942           398         0.84 %       198,425           702         1.42 %
Total interest-bearing deposits        999,085           798         0.32 %       821,216         1,660         0.81 %
Borrowed funds and other
interest-bearing liabilities            10,310            48         1.86 %        61,843           307         1.99 %
Total interest-bearing
liabilities                          1,009,395           846         0.34 %       883,059         1,967         0.89 %
Demand deposits                        294,525                                    172,132
Other liabilities                       12,413                                     11,636
Shareholders' equity                   154,903                                    136,821
Total liabilities and
shareholder's equity               $ 1,471,236                                $ 1,203,648

Net interest income/interest
rate spread (6) (8)                                   11,628         3.51 %                       9,311         3.17 %
Tax equivalent adjustment                               (231 )                                     (134 )
Net interest income as reported                    $  11,397                                  $   9,177

Net interest margin (7) (8)                                          3.59 %                                     3.35 %



(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.

(8) Reflects revisions to average balances for the three months ended March 31,

2020 to reclassify certain average deposits in other banks from non-interest

deposits in other banks to non-earning assets in the amount of $1,166.






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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 March 31,
                                                               2021 vs. 2020
                                                            Increase (Decrease)
                                                  Due to            Due to           Total
(in thousands)                                    Volume             Rate           Change
Interest income:
Loans - taxable                                $      1,005       $      (297 )   $       708
Loans - tax free                                        (60 )             (18 )           (78 )
Total loans                                             945              (315 )           630
Securities - taxable                                    170              (129 )            41
Securities - tax free                                   721              (178 )           543
Total securities                                        891              (307 )           584
Interest-bearing deposits in other banks and
federal funds sold                                       10               (28 )           (18 )
Total interest income                                 1,846              (650 )         1,196

Interest expense:
Interest-bearing demand deposits                        357              (907 )          (550 )
Savings deposits                                          5               (13 )            (8 )
Time deposits                                           (32 )            (272 )          (304 )
Total interest-bearing deposits                         330            (1,192 )          (862 )
Borrowed funds and other interest-bearing
liabilities                                            (241 )             (18 )          (259 )
Total interest expense                                   89            (1,210 )        (1,121 )
Net interest income                            $      1,757       $       560     $     2,317

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. In 2020, management tried to address any potential
adverse impact the COVID-19 pandemic had on economic conditions in its
application of FNCB's methodology on the allowance for loan and lease losses by
adjusting the qualitative factor associated with changes in national, local and
business economic conditions and developments, which resulted in higher credit
provisioning in 2020. Management made no adjustment to the qualitative factor
associated with changes in national, local and business economic conditions and
developments, as the economy appears to have begun to recover from the impacts
of the COVID-19 pandemic in 2021.



FNCB recorded a provision for loan and lease losses of $186 thousand for the
three-month period ended March 31, 2021 compared to $1.2 million for the three
months ended March 31, 2020. The reduction in the provision for loan and lease
losses was attributable to a reduction in loan volumes, excluding PPP loans.



Non-interest Income



Non-interest income increased $1.1 million or 63.8%, to $2.8 million for the
three months ended March 31, 2021 from $1.7 million for the same three months of
2020. The increase resulted primarily from a gain of $422 thousand from a
bank-owned life insurance death benefit claim that was recognized in the first
quarter of 2021, coupled with increases in net gains on equity securities, and
net gains on the sale of mortgage loans held for sale. Net gains on equity
securities increased $350 thousand to $364 thousand for the first quarter of
2021 compared to $14 thousand for the same quarter of 2020. Net gains on the
sale of mortgage loans were $224 thousand for the three months ended March 31,
2021, a $128 thousand, or 133.3%, increase compared to $96 thousand in net gains
realized for the same three-month period of 2020.  Additionally FNCB experienced
increases in net gains on available-for-sale debt securities, loan related fees
and deposit service charges. Net gains on the sale of available-for-sale
securities totaled $213 thousand for the first quarter of 2021, an increase of
$64 thousand, or 43.0%, compared to $149 thousand for the same quarter of 2020.
Additionally, loan-related fees increased $77 thousand, or 137.5%, to
$133 thousand for the three months ended March 31, 2021, compared to $56
thousand for the same period of 2020, while an increase in debit card usage
contributed to the $49 thousand, or 5.9%, increase in deposit service charges to
$874 thousand from $825 thousand comparing the three months ended March 31, 2021
and 2020, respectively.



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Non-interest Expense



Non-interest expense was relatively constant at $7.2 million, decreasing
by $34 thousand, or 0.5%, comparing the three months ended March 31, 2021 and
2020. The decrease primarily reflected reductions in salaries and
benefits, advertising expenses and other operating expenses. Salaries and
benefits decreased $193 thousand, or 4.9% to $3.7 million for the three months
ended March 31, 2021, from $3.9 million for the same period in 2020, due
primarily to the deferral of payroll-related loan origination costs associated
with PPP loans. Advertising expenses decreased $90 thousand, or 43.5%, to $117
thousand for the first quarter of 2021 from $207 thousand for the same quarter
of 2020, as FNCB reduced its advertising during the pandemic. Other operating
expenses decreased $97 thousand, or 11.1%, to $775 thousand from $872 thousand
comparing the three months ended March 31, 2021 and 2020. This
decrease reflected reductions in OREO-related expenses, coupled with reductions
in office expense, auto expense and travel and entertainment expense due to
travel restrictions and a large percentage of staff working remotely. These
expense reductions were offset by increases in regulatory assessments of $129
thousand, or 218.6%, data processing of $94 thousand, or 13.0%, professional
fees of $71 thousand, or 37.8%, and occupancy expense of $55 thousand, or 9.9%,
comparing the three months ended March 31, 2021 and 2020.  Regulatory
assessments for the first quarter of 2020 were reduced by the remainder of
the FDIC's small bank assessment credit. There were no such assessment credits
in 2021. The increase in data processing expense reflected added costs
associated with employees working remotely, coupled with additions to FNCB's
digital banking services, while the increase in professional fees was primarily
due to additional costs associated with FNCB's annual audit. The increase in
FNCB's occupancy expense was largely due to higher snow removal costs.



Provision for Income Taxes



FNCB recorded income tax expense of $1.0 million for the three months ended
March 31, 2021, an increase of $529 thousand, or 117.0%, compared to income tax
expense of $0.5 million for the same period of 2020. The increase in income tax
expense primarily reflected an increase in pre-tax net income of $4.3 million,
or 170.9%, when comparing the three months ended March 31, 2021 and 2020.
Despite the increase in income tax expense, FNCB's effective tax rate decreased
to 14.40% for the first quarter of 2021 compared to 17.97% for the same quarter
of 2020, which was primarily caused by higher levels of tax-exempt income.



FINANCIAL CONDITION



Assets



Total assets increased $34.4 million, or 2.3%, to $1.500 billion at March 31,
2021 from $1.466 billion at December 31, 2020. The change in total assets
primarily reflected increases in net loans and available-for-sale debt
securities, which were partially offset by a decrease in cash and cash
equivalents. Net loans increased $30.7 million, or 3.5%, to $919.9 million at
March 31, 2021 from $889.2 million at December 31, 2020, primarily due to the
origination and funding of a second round of PPP loans, partially offset by
first-round PPP loan forgiveness. Available-for-sale debt securities
increased $57.4 million, or 16.4%, to $407.4 million at March 31, 2021 from
$350.0 million at December 31, 2020 , which primarily reflected the deployment
of excess liquidity into the investment portfolio. Conversely, cash and cash
equivalents decreased $57.3 million, or 36.7%, to $98.5 million at March 31,
2021 from $155.8 million at December 31, 2020. Total deposits
increased $35.4 million, or 2.7%, to $1.323 billion at March 31, 2021
from $1.287 billion at December 31, 2020.  Specifically, non-interest bearing
deposits increased $48.0 million, or 17.7%, due primarily to second round PPP
loan funding and additional fiscal stimulus payments. Partially offsetting the
increase in non-interest bearing deposits was a $12.7 million, or 1.2%,
reduction in interest-bearing deposits reflecting the continued runoff and
migration of certificates of deposit. Borrowed funds remained constant at
$10.3 million at March 31, 2021 and December 31, 2020, comprised entirely of
$10.3 million in FNCB's junior subordinated debentures.



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Cash and Cash Equivalents



Cash and cash equivalents decreased $57.3 million, or 36.7%, to $98.5 million at
March 31, 2021 from $155.8 million at December 31, 2020. The decrease was
primarily due to the utilization of funds to purchase available-for-sale debt
securities. In addition, FNCB paid dividends of $0.06 per share for the three
months ended March 31, 2021, an increase of 9.1% compared to dividends of $0.055
per share paid for the same quarter of 2020.



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 March 31, 2021 and December 31, 2020, 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 March 31, 2021, FNCB's investment portfolio was comprised principally of
available-for-sale debt securities including, fixed-rate, taxable and tax-exempt
obligations of state and political subdivisions, and 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"). FNCB also
holds investments, to a lesser extent, in private CMOs, corporate debt
securities asset-backed securities and U.S. Treasury securities. Additionally,
FNCB holds equity investments in the common and preferred stock of certain
publicly- and privately-traded bank holding companies. 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 March 31, 2021.



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 March 31,
2021 and December 31, 2020:


Composition of Available-for-Sale Debt Securities





                                                    March 31,       December 31,
(in thousands)                                         2021             2020
Available-for-sale debt securities:
U.S. Treasury securities                            $    1,916     $        

-


Obligations of state and political subdivisions        205,628            

205,828

U.S. government/government-sponsored agencies:
Collateralized mortgage obligations - residential      106,430             

56,972


Collateralized mortgage obligations - commercial         3,803              

3,904


Mortgage-backed securities                              16,367             

13,026


Private collateralized mortgage obligations             37,512             38,199
Corporate debt securities                               26,272             24,580
Asset-backed securities                                  9,468              7,526
Total available-for-sale debt securities            $  407,396     $      350,035




Activity related to available-for-sale debt securities within the investment
portfolio during the first quarter of 2021 reflected an asset/liability strategy
to deploy a portion of excess liquidity into the investment portfolio to enhance
net interest income. As a result of the deployment, available-for-sale debt
securities increased $57.4 million, or 16.4%, to $407.4 million at March 31,
2021 from $350.0 million at December 31, 2020. Specifically, during the three
months ended March 31, 2021, FNCB purchased 31 available-for-sale debt
securities including 15 agency CMOs, 4 tax-exempt obligations of state and
political subdivisions, 4 taxable obligations of state and political
subdivisions, 3 corporate debt securities, 3 private asset-backed securities,
1 private CMO and 1 U.S. Treasury security. The securities purchased had an
aggregate principal balance of $73.6 million and a weighted-average yield of
1.10%. During the three months ended March 31, 2021, FNCB sold 3 taxable
obligations of state and political subdivisions with an aggregate amortized cost
of $2.8 million with a weighted-average yield of 2.78%. FNCB received gross
proceeds of $3.0 million and realized a net gain of $213 thousand upon the
sales, which is included in non-interest income.



The following table presents the maturities of available-for-sale debt
securities, based on carrying value at March 31, 2021 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 Available-for-Sale Debt Securities





                                                                                      March 31, 2021
                                                                                                                   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:
U.S. Treasury securities                 $        -     $            -     $        1,916     $             -     $               -     $   1,916
Yield                                                                                1.23 %                                                  1.23 %
Obligations of state and political
subdivisions                                  4,696             66,570             18,290             116,072                     -       205,628
Yield                                          2.42 %             2.97 %             2.88 %              2.83 %                              2.87 %
U.S. government/government-sponsored
agencies:
Collateralized mortgage obligations -
residential                                       -                  -                  -                   -               106,430       106,430
Yield                                                                                                                          1.83 %        1.83 %
Collateralized mortgage obligations -
commercial                                        -                  -                  -                   -                 3,803         3,803
Yield                                                                                                                          1.98 %        1.98 %
Mortgage-backed securities                        -                  -                  -                   -                16,367        16,367
Yield                                                                                                                          2.63 %        2.63 %
Private collateralized mortgage
obligations                                       -                  -                  -                   -                37,512        37,512
Yield                                                                                                                          2.49 %        2.49 %
Corporate debt securities                         -              1,005             25,267                   -                     -        26,272
Yield                                                             6.50 %             5.04 %                                                  5.10 %
Asset-backed securities                           -                  -                  -                   -                 9,468         9,468
Yield                                                                                                                          1.47 %        1.47 %
Total available-for-sale debt
securities                               $    4,696     $       67,575     $       45,473     $       116,072     $         173,580     $ 407,396
Weighted average yield                         2.42 %             3.02 %             4.01 %              2.83 %                2.03 %        2.65 %




OTTI Evaluation



There was no OTTI recognized during the three months ended March 31, 2021 or
2020. For additional information regarding management's evaluation of securities
for OTTI, see Note 3, "Securities" of the notes to consolidated financial
statements included in Item 1 hereof.



Restricted Securities

The following table presents the investment in FNCB's restricted securities, which have limited marketability and are carried at cost, at March 31, 2021 and December 31, 2020:





                                                 March 31,      December 31,
(in thousands)                                     2021             2020

Stock in Federal Home Loan Bank of Pittsburgh $ 1,139 $ 1,735 Stock in Atlantic Community Banker's Bank

                10                

10


Total restricted securities, at cost            $     1,149     $       1,745

Management noted no indicators of impairment for the Federal Home Loan Bank of Pittsburgh or Atlantic Community Banker's Bank stock at March 31, 2021 and December 31, 2020.

Equity Securities



Included in equity securities with readily determinable fair values at March 31,
2021 and December 31, 2020 were investments in the common or preferred stock of
publicly traded bank holding companies and an investment in a mutual fund
comprised of 1-4 family residential mortgage-backed securities collateralized by
properties within FNCB's market area.  The cost basis and fair value of equity
securities totaled $3.4 million and $4.3 million, respectively, at March 31,
2021 and $2.5 million and $3.0 million, respectively, at December 31, 2020.
During the first quarter of 2021, FNCB purchased investments in the common stock
of two publicly-traded bank holding companies with an aggregate cost of $877
thousand. Equity securities with readily determinable fair values are reported
at fair value with net unrealized gains and losses recognized in the
consolidated statements of income. FNCB recognized net gains on equity
securities included in non-interest income of $364 thousand for the three months
ended March 31, 2021 and $14 thousand for the same three months of 2020.



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Equity Securities without Readily Determinable Fair Values





At March 31, 2021 and December 31, 2020, equity securities without readily
determinable fair values consisted of a $500 thousand investment in a
fixed-rate, non-cumulative perpetual preferred stock of a privately-held bank
holding company, which is included in other assets in the consolidated statement
of financial condition. The preferred stock pays quarterly dividends at an
annual rate of 8.25%, which commenced on March 30, 2021. The preferred stock of
this bank holding company is not traded on any established market and is
accounted for as an equity security without a determinable fair value. Under
GAAP, an equity security without a readily determinable fair value shall be
written down to its fair value if a qualitative assessment indicates that the
investment is impaired, and the fair value of the investment is less than its
carrying value.  As part of its qualitative assessment, management engaged an
independent third party to provide a valuation of this investment as of March
31, 2021, which indicated that the investment was not impaired.
Management determined that no adjustment for impairment was required at March
31, 2021.



Loans



Total loans, gross, increased $32.3 million, or 3.6%, to $935.6 million at March
31, 2021 from $903.3 million at December 31, 2020, which was predominantly due
to the origination and funding of the second round of PPP loans, net of
forgiveness received on first round PPP loans that were originated in 2020. On
January 19, 2021, the SBA fully re-opened the loan portal and began accepting
applications for a second round of PPP loans. During the first quarter of 2021,
FNCB originated and received funding for 540 PPP loans totaling $59.0 million in
funding. As of March 31, 2021, PPP loans outstanding were $107.4 million, an
increase of $28.8 million from $78.6 million outstanding at December 31, 2020.
The SBA will cease to accept applications under the second round funding on May
31, 2021. FNCB received forgiveness on first round PPP loans of $30.2 million
during the three months ended March 31, 2021 and expects to receive forgiveness
for the majority of PPP loans outstanding by the end of 2021. Excluding PPP
loans, FNCB experienced modest growth in commercial and residential real
estate loans. The increases in these major loan categories were partially offset
by a reductions in construction, land acquisition and development loans, state
and political subdivision loans and consumer loans.



From a collateral standpoint, a majority of FNCB's loan portfolio consists of
loans secured by real estate. Real estate secured loans, which include
commercial real estate, construction, land acquisition and development,
residential real estate loans, increased $11.9 million, or 2.3%, to $541.9
million at March 31, 2021 from $530.0 million at December 31, 2020. The increase
was concentrated in commercial real estate. Real estate secured loans
represented 57.9% and 58.7% of gross loans at March 31, 2021 and December 31,
2020, respectively.



Commercial real estate loans increased $12.7 million, or 4.6%, to $286.6 million
at March 31, 2021 from $273.9 million at December 31, 2020. 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 $25.8 million, or 10.8%, to $264.3 million at March 31,
2021 from $238.5 million at December 31, 2020. Construction, land acquisition
and development loans decreased $3.0 million, or 4.9%, to $56.8 million at March
31, 2021 from $59.8 million at December 31, 2020.



Residential real estate loans totaled $198.5 million at March 31, 2021, an
increase of $2.2 million, or 1.1%, from $196.3 million at December 31,
2020. Residential real estate loans include fixed-rate and variable-rate,
amortizing mortgage loans, home equity term loans and home equity lines of
credit ("HELOCs"). 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, decreased by $3.4 million, or 3.9%, to $82.5 million at March 31,
2021 from $85.9 million at December 31, 2020.  FNCB did not aggressively compete
for indirect automobile loans in the first quarter of 2021. Loans to state and
political subdivisions decreased $2.1 million, or 4.3%, to $46.9 million at
March 31, 2021 from $49.0 million at December 31, 2020.



The following table presents loans receivable, net by major category at March 31, 2021 and December 31, 2020:





Loan Portfolio Detail



                                                 March 31,       December 31,
(in thousands)                                      2021             2020
Residential real estate                          $  198,519     $      196,328
Commercial real estate                              286,575            273,903
Construction, land acquisition and development       56,857             59,785
Commercial and industrial                           264,267            238,435
Consumer                                             82,521             85,881
State and political subdivisions                     46,891             49,009
Total loans, gross                                  935,630            903,341
Unearned income                                        (116 )             (110 )
Net deferred loan costs                              (3,571 )           (2,129 )
Allowance for loan and lease losses                 (12,076 )          (11,950 )
Loans, net                                       $  919,867     $      889,152




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 March 31, 2021 or December 31, 2020. 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.



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The following table presents industry concentrations within FNCB's loan portfolio at March 31, 2021 and December 31, 2020:





Loan Concentrations



                                             March 31, 2021                        December 31, 2020
(in thousands)                       Amount         % of Gross Loans         Amount         % of Gross Loans
1-4 family residential
investment properties              $    64,938                   6.94 %   $     58,114                   6.43 %
Retail space/shopping centers           46,534                   4.97 %         43,926                   4.86 %



Modifications Related to COVID-19





In late March 2020, the federal banking regulators issued guidance 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. These modifications provided borrowers with a short-term,
typically three-month, interest-only period or full payment deferral. Management
is closely monitoring all loans for which a payment deferral has been granted
and will continue to follow regulatory guidance when working with the borrowers
which have been impacted by COVID-19 and apply the provisions of the CARES Act
in making any TDR determinations. As of March 31, 2021, there were 10 loans with
an aggregate recorded investment of $5.3 million that were still under deferral.



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.



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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 March 31, 2021 and December 31, 2020:

Non-performing Assets and Accruing TDRs





                                                       March 31,      December 31,
(dollars in thousands)                                   2021             2020
Non-accrual loans                                     $     4,842     $       5,581
Loans past due 90 days or more and still accruing               -                 -
Total non-performing loans                                  4,842             5,581
Other real estate owned                                        58                58
Other non-performing assets                                 1,900             1,900
Total non-performing assets                           $     6,800     $       7,539

Accruing TDRs                                         $     6,962     $       6,975

Non-performing loans as a percentage of gross loans 0.52 %


   0.62 %




FNCB's asset quality was favorable during the first quarter of 2021. Total
non-performing assets decreased $739 thousand, or 9.8%, to $6.8 million at March
31, 2021 from $7.5 million at December 31, 2020. The improvement was
attributable to a decrease in non-accrual loans, which primarily reflected the
payoff of one commercial loan relationship and the return of two commercial loan
relationships to accrual status. FNCB's ratio of non-performing loans to total
gross loans improved to 0.52% at March 31, 2021 from 0.62% at December 31, 2020.
Additionally, FNCB's ratio of non-performing assets as a percentage of
shareholders' equity improved to 4.4% at March 31, 2021 from 4.8% at December
31, 2020, due to the reduction in non-performing assets. While asset quality
metrics improved comparing March 31, 2021 and December 31, 2020, management
believes fallout from the COVID-19 pandemic may still have an adverse effect on
asset quality in the future. 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.



Other non-performing assets at March 31, 2021 and December 31, 2020 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 began improving and 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. To date, no single-unit lots have been sold, however,
the developer completed the construction of a seven-unit building that houses
timeshare units and owners began occupying the units in the fourth quarter of
2020. Management continues to monitor this project closely and is currently in
negotiations with the developer to establish a repayment plan beginning in 2021.
However, uncertainty and economic volatility associated with the COVID-19
pandemic are unknown and could negatively impact the timing of sales and
payments.



There were no loans modified as TDRs during the three months ended March 31, 2021 and 2020.





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The following table presents the changes in non-performing loans for the three months ended March 31, 2021 and 2020. Loan foreclosures represent recorded investment at time of foreclosure not including the effect of any guarantees.

Changes in Non-Performing Loans





                                        Three Months Ended March 31,
(in thousands)                            2021                2020

Balance, beginning of period $ 5,581 $ 9,084 Loans newly placed on non-accrual

               391                 719
Loans returned to performing status            (224 )               (48 )
Loan foreclosures                                 -                   -
Loans charged-off                              (346 )              (314 )
Loan payments received                         (560 )              (865 )
Balance, end of period                $       4,842       $       8,576

The average balance of impaired loans was $11.3 million and $15.2 million, respectively, for the three months ended March 31, 2021 and 2020. FNCB recognized $78 thousand and $91 thousand of interest income on impaired loans for the three months ended March 31, 2021and 2020, respectively.

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 months ended March 31, 2021 approximated $60 thousand and $111 thousand for the same quarter of 2020.

The following table presents accruing loan delinquencies and non-accrual loans as a percentage of gross loans at March 31, 2021 and December 31, 2020:


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Loan Delinquencies and Non-Accrual Loans





                       March 31,       December 31,
                         2021              2020
Accruing:
30-59 days                   0.15 %             0.31 %
60-89 days                   0.03 %             0.06 %
90+ days                     0.00 %             0.00 %
Non-accrual                  0.52 %             0.62 %
Total delinquencies          0.70 %             0.99 %




Total delinquencies as a percent of gross loans were 0.70% at March 31,
2021 compared to 0.99% at December 31, 2020. The decrease in total delinquent
loans was primarily due to a decrease in non-accrual loans of $739 thousand,
coupled with a $0.4 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 $12.1 million, or 1.30% of total loans at March 31, 2021,
compared to $11.9 million at December 31, 2020. The slight increase resulted
from $186 thousand in provisions for loan and lease losses for the three months
ended March 31, 2021, which was partially offset by $60 thousand in net
charge-offs for the same time period. 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 $473 thousand, or
3.9%, of the total ALLL at March 31, 2021, compared to $416 thousand, or 3.5%,
of the total ALLL at December 31, 2020. A general allocation of $11.6 million
was calculated for loans analyzed collectively under ASC 450 "Contingencies"
("ASC 450"), which represented 96.1% of the total ALLL of $12.1 million.
Comparatively, at December 31, 2020, the general allocation for loans
collectively analyzed for impairment amounted to $11.5 million, or 96.5%, of the
total ALLL. Included in the general component of the ALLL  was an unallocated
reserve of $1.1 million, at both March 31,2021 and December 31, 2020. 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 increase in the unallocated reserve
was directly related to the increase in credit provisioning during the year
ended December 31, 2020 due to the economic disruption caused by the COVID-19
pandemic. Based on its evaluation at March 31, 2021, management decided to
maintain the unallocated component at a similar level to the level at December
31, 2020. As of March 31, 2021, FNCB has not experienced asset quality
deterioration or an increase in credit losses related to the pandemic. However,
management continues to monitor the loan portfolio for any potential adverse
impact to FNCB's asset quality that may develop due to fallout from the
pandemic. The ratio of the ALLL to total loans decreased to 1.30% of total
loans, net of net deferred loan origination fees and unearned income, of $931.9
million at March 31, 2021 from 1.33% of total loans, net of net deferred loan
costs and unearned income, of $901.1 million at December 31, 2020. Excluding PPP
loans, the ALLL as a percentage of gross loans equaled 1.46% at March 31,
2021 and 1.45% at December 31, 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 March 31, 2021
and December 31, 2020:



Allocation of the ALLL



                                                  March 31, 2021                  December 31, 2020
                                                            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                    $     1,732            21.22 %   $      1,715            21.73 %
Commercial real estate                           4,521            30.63 %          4,268            30.32 %
Construction, land acquisition and
development                                        516             6.08 %            538             6.62 %
Commercial and industrial                        2,603            28.24 %          2,619            26.39 %
Consumer                                         1,219             8.82 %          1,319             9.51 %
State and political subdivision                    387             5.01 %            405             5.43 %
Unallocated                                      1,098             0.00 %          1,086             0.00 %
Total                                      $    12,076           100.00 %   $     11,950           100.00 %



The following table presents an analysis of the ALLL by loan category for the three months ended March 31, 2021 and 2020:





Reconciliation of the ALLL



                                                            For the Three Months Ended March 31,
(dollars in thousands)                                         2021                    2020
Balance at beginning of period                             $      11,950         $          8,950
Charge-offs:
Residential real estate                                                -                        -
Commercial real estate                                                 -                       56
Construction, land acquisition and development                         -                        -
Commercial and industrial                                             19                       35
Consumer                                                             342                      238
State and political subdivisions                                       -                        -
Total charge-offs                                                    361                      329
Recoveries of charged-off loans:
Residential real estate                                                3                        2
Commercial real estate                                                46                        -
Construction, land acquisition and development                         -                        -
Commercial and industrial                                             25                       59
Consumer                                                             227                       74
State and political subdivisions                                       -                        -
Total recoveries                                                     301                      135
Net charge-offs                                                       60                      194
Provision for loan and lease losses                                  186                    1,151
Balance at end of period                                   $      12,076

$ 9,907



Net charge-offs as a percentage of average loans                    0.01 %                   0.02 %

Allowance for loan and lease losses as a percentage of gross loans outstanding at period end

                               1.30 %                   1.19 %
Allowance for loan and lease losses as a percentage of
gross loans outstanding at period end, excluding PPP
Loans                                                               1.46 %                   1.19 %




Other Real Estate Owned



There was one piece of commercial land with a carrying value of $58 thousand
held in OREO at March 31, 2021 and December 31, 2020. There were no valuation
adjustments recorded to the carrying value of OREO property during the three
months ended March 31, 2021 and 2020. 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 $10 thousand and
$55 thousand for the three months ended March 31, 2021 and 2020, respectively.



There were no OREO properties sold during the three months ended March 31, 2021.
At March 31, 2021, FNCB was in the process of negotiating a deed in lieu of
foreclosure for one residential mortgage loan with a recorded investment of $133
thousand. The deed in lieu of foreclosure was finalized and the property
transferred to OREO in April 2021. During the three months ended March 31, 2020,
there was one residential real estate property in OREO which was sold, with a
carrying value of $204 thousand. The property sold was collateral supporting an
investor-owned residential mortgage loan. The agreement with the investor
requires FNCB to take title to the property upon foreclosure and FNCB is
responsible for the property liquidation on behalf of the investor after
foreclosure.  FNCB did not realize any gain or loss upon the sale.



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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.



Liabilities



Total liabilities consist primarily of total deposits and borrowed funds. During
the first quarter of 2021, FNCB experienced strong deposit growth, which was the
main factor contributing to a $35.3 million, or 2.7%, increase in total
liabilities to $1.345 billion at March 31, 2021 from $1.310 billion at December
31, 2020. Specifically, non-interest-bearing demand deposits increased
$48.0 million, or 17.7%, to $319.5 million at March 31, 2021 from $271.5 million
at December 31, 2020. The increase in non-interest bearing deposits was related
to the origination and funding of the second round of PPP loans, coupled with
additional fiscal stimulus payments received by depositors in the first quarter
of 2021. Conversely, interest-bearing deposits decreased $12.7 million, or 1.2%,
to $1.003 billion at March 31, 2021 from $1.016 billion at December 31, 2020,
which was concentrated in interest-bearing demand deposits and time deposits.
Specifically, interest-bearing demand deposits decreased $14.8 million, or 2.1%,
to $698.6 million at March 31, 2021 from $713.4 million at December 31, 2020,
which primarily reflected cyclical deposit trends of FNCB's municipal customers.
Additionally, continued deposit migration was the primary factor contributing to
an $8.2 million, or 4.3%, decrease in total time deposits to $184.7 million at
March 31, 2021 from $192.9 million at December 31, 2020. Partially offsetting
these decreases was a $10.3 million, or 9.4%, increase in savings deposits to
$120.0 million at March 31, 2021 from $109.7 million at December 31, 2020.
Comprised entirely of $10.3 million in junior subordinated debentures, total
borrowed funds remained constant at $10.3 million at March 31, 2021 and December
31, 2020. Due to the strong deposit influx and favorable liquidity position,
FNCB had no advances through the FHLB of Pittsburgh outstanding at March 31,
2021 and December 31, 2020.



Equity



Total shareholders' equity decreased $930 thousand, or 0.6%, to $154.9 million
at March 31, 2021 from $155.9 million at December 31, 2020.  The primary factor
contributing to the reduction in capital was a $5.6 million, or 40.2%, decrease
in accumulated other comprehensive income related primarily to depreciation in
the fair value of FNCB's available-for-sale debt securities, net of deferred
taxes. Also contributing to the decrease in capital were dividends declared and
paid of $1.2 million for the three months ended March 31, 2021. These reductions
were partially offset by net income for the three months ended March 31, 2021 of
$5.8 million. Book value per common share was $7.65 at March 31, 2021, a
decrease of $0.05, or 0.6%, compared to $7.70 at December 31, 2020.



The Bank's total regulatory capital increased $6.1 million to $155.2 million at
March 31, 2021 from $149.2 million at December 31, 2020. FNCB Bank's total
risk-based capital and Tier 1 leverage ratios improved to 16.26% and 9.88% at
March 31, 2021, respectively, compared to 15.79% and 9.57% at December 31, 2020,
respectively. 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 March 31, 2021
and December 31, 2020. 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. Additionally,
management regularly monitors FNCB's 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 IntraFi® 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.



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 March 31, 2021, cash and cash
equivalents totaled $98.5 million, a decrease of $57.3 million compared to
$155.8 million at December 31, 2020. For the three months ended March 31,
2021 net cash inflows from operating and financing activities were entirely
offset by net cash used in investing activities during that same time frame.
Operating activities, net of reconciling adjustments for the three months ended
March 31, 2021 provided net cash of $6.0 million. Financing activities
provided $34.1 million in net cash flow for the three months ended March 31,
2021, which resulted primarily from the net increase in deposits of
$35.4 million. These net cash inflows were more than entirely offset by the
$97.4 million in net cash used by FNCB's investing activities for the three
months ended March 31, 2021, which resulted primarily from the cash used
in purchases of available-for-sale debt securities and equity securities of
$73.6 million and $0.9 million, respectively, coupled with $29.6 million for new
loan funding, primarily PPP loans. These investing cash outflows were partially
offset by cash received from sales, maturities, calls and repayments of
available-for-sale debt securities totaling $8.8 million.



Management is actively monitoring FNCB's liquidity position and capital adequacy
in light of the changing circumstances related to economic uncertainty brought
on by the COVID-19 pandemic.  While management believes FNCB's liquidity
position is favorable, they are keenly aware that changes in economic conditions
related to COVID-19, or in general, could pose potential stress on liquidity
should deposits begin exiting the Bank or FNCB's asset quality deteriorates.
Additionally, 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 March 31, 2021. In addition to cash and cash
equivalents of $98.5 million at March 31, 2021, FNCB had ample sources of
additional liquidity including approximately $296.9 million in available
borrowing capacity from the FHLB of Pittsburgh, and available borrowing capacity
through the Federal Reserve Discount Window of $98.7 million under the PPPLF and
$14.4 million under the borrower-in-custody program. The $98.7 million in
funding availability through the PPPLF expires on June 30, 2021. FNCB also has
available unsecured federal funds lines of credit totaling $47.0 million at
March 31, 2021.



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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.



LIBOR Replacement



The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured
Overnight Funding Rate ("SOFR") replace USD-LIBOR. ARRC had initially proposed
that the transition to SOFR from USD-LIBOR would take place by the end of 2021.
At the end of 2020, the ICE Benchmark Administration ("IBA"), which complies and
oversees LIBOR, commenced a consultation on its intention to extend most of the
USD-LIBOR tenors to June 30, 2023, and U.S. banking regulators have expressed
support for the extension. Results of the consultation, which concluded on
January 25, 2021, reaffirmed the extension of the overnight, 1, 3, 6 and 12
month LIBOR tenors through June 30, 2023. FNCB has various loans, investments,
borrowings and interest rate swap contracts that are indexed to USD-LIBOR, and
management is actively monitoring its LIBOR exposures and evaluating the risks
involved.


Asset and Liability Management





The ALCO, comprised of members of the Bank's board of directors, executive
management of other appropriate officers, oversees FNCB's interest rate risk
management program. Members of ALCO meet quarterly, or more frequently as
necessary, to develop balance sheet strategies affecting the future level of net
interest income, liquidity and capital. The major objectives of ALCO are to:



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.



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 March 31, 2021 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 March 31, 2021 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                          0.8 %           (12.5 )%              3.7 %           (20.0 )%            (0.1 )%           (10.0 )%

Economic value at risk:
Percent change in economic
value of equity                          1.4 %           (20.0 )%              1.3 %           (35.0 )%           (20.6 )%           (10.0 )%




 Similar to model results at December 31, 2020, results from the simulation at
March 31, 2021 indicated that FNCB's asset/liability position was relatively
well matched in the near term, exhibiting only minor sensitivity to changes in
interest rates over the next twelve months. According to the model results at
March 31, 2021, net interest income is expected to increase 0.8% under a
+200-basis point interest rate shock and decrease 0.1% under a -100-basis point
rate shock, Additionally, under a parallel shift in interest rates of +200 basis
points, FNCB's economic value of equity ("EVE") is expected to increase 1.4%.
However, EVE is expected to decrease 20.6% under a parallel shift in interest
rates of -100 basis points, which is outside of ALCO policy guidelines. With the
exception of the -100 basis point rate shock on EVE, all modeled exposures of
net interest income and EVE were within internal policy guidelines for the next
twelve months. Management does not believe that EVE policy exception under the
-100-basis point rate shock poses any undue interest rate risk at March 31,
2021. Included in the model was the assumptions that FNCB would receive
forgiveness for PPP loans outstanding at March 31, 2021 and recognize the
associated loan origination fees to interest income by the end of the first year
of the model. Accordingly, results of model project a substantial decrease
to net interest income in Year 2 of the model based on these assumptions.



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 continue to 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 March 31, 2021 with tax-equivalent net
interest income that was projected for the same three-month period. There was a
positive variance between actual and projected tax-equivalent net interest
income for the three-month period ended March 31, 2021 of  approximately $0.8
million, or 7.3%. The variance primarily reflected a difference in the
assumption for the volume and timing of the forgiveness of PPP loans, including
fee income recognition, used in the model with that actually experienced.
Additionally, the previous model at December 31, 2020 did not anticipate the
origination of PPP loans under the second round of funding. 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 months ended March 31, 2021, 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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