Management's discussion and analysis ("MD&A") represents an overview of the financial condition and results of operations of FNCB and should be read in conjunction with our consolidated financial statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data" and Item 1A, "Risk Factors" of Part I to this Annual Report on Form 10-K.





FNCB is in the business of providing customary retail and commercial banking
services to individuals, businesses and local governments and municipalities
through 16 full-service branch offices operated by FNCB Bank, FNCB's
wholly-owned subsidiary, within its primary market area, Northeastern
Pennsylvania.



FORWARD-LOOKING STATEMENTS



FNCB may from time to time make written or oral "forward-looking statements,"
including statements contained in our filings with the 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.



Readers are cautioned that these forward-looking statements are only predictions
and are subject to risks, uncertainties, and assumption that are difficult to
predict, including those under "Part I, Item 1A. Risk Factors," and elsewhere in
this Annual Report on Form 10-K. Therefore, actual results may differ materially
and adversely from those expressed in any forward-looking statements. 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.



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 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 subject to revision as new information becomes available.



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.



                                       20

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

Table of Contents





The ALLL consists primarily 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. Based on its evaluations, management may
establish an unallocated component that is used to cover any inherent losses
that exist as of the evaluation date, but which may not have been identified
under the methodology.



See Note 2, "Summary of Significant Accounting Policies" and Note 4, "Loans" of
the Notes to Consolidated Financial Statements included in Item 8, "Financial
Statements and Supplementary Data" to this Annual Report on Form 10-K 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 15, "Fair Value
Measurements" of the notes to consolidated financial statements included in Item
8, "Financial Statements and Supplementary Data" to this Annual Report on Form
10-K 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
years ended December 31, 2022 and 2021 within the consolidated statements of
income.



See Note 2, "Summary of Significant Accounting Policies" and Note 3,
"Securities" of the Notes to Consolidated Financial Statements included in Item
8, "Financial Statements and Supplementary Data" to this Annual Report on Form
10-K for additional information about valuation of securities and management's
evaluation for OTTI.



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. Judgement 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.



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
judgement 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 judgements 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. Management's evaluation as
of December 31, 2022 and 2021 concluded that no valuation allowance was
necessary for net deferred tax assets.



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 December 31, 2022 and
2021, management determined that FNCB did not have any uncertain tax positions
or tax strategies and that no liability was required to be recorded.



See Note 2, "Summary of Significant Accounting Policies" and Note 11, "Income
Taxes" of the Notes to Consolidated Financial Statements included in Item 8,
"Financial Statements and Supplementary Data" to this Annual Report on Form 10-K
for additional information about the accounting for income taxes.



                                       21

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

Table of Contents

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





For information regarding new authoritative accounting guidance adopted by FNCB
during the year ended December 31, 2022 and accounting guidance that FNCB will
adopt in future periods, see Note 2, "Summary of Significant Accounting
Policies" of the notes to consolidated financial statements included in Item 8,
"Financial Statements and Supplementary Data" to this Annual Report on Form
10-K.



EXECUTIVE OVERVIEW


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





Results of Operations



Net income in 2022  amounted to $20.4 million, or $1.03 per diluted common
share, a decrease of $1.0 million, or 4.4%, compared to $21.4 million, or $1.06
per diluted common share, in 2021. The decrease in 2022 net income compared to
2021 was primarily due to increases in non-interest expense and an increase in
the provision for loan and lease losses, which were partially offset by an
increase in net interest income. Non-interest expense was $35.5 million in 2022,
an increase of $4.4 million, or 14.2%, from $31.1 million in 2021, which
reflected a $2.6 million, or 15.5%, increase in salaries and employee
benefits. The provision for loan and lease losses increased $1.8 million to $2.0
million in 2022, from $166 thousand in 2021, due primarily to higher loan
volume.  This was partially offset by a $5.0 million, or 10.3%, increase in net
interest income, to $54.0 million in 2022 from $49.0 million in 2021. Income tax
expense decreased $512 thousand, or 11.0%, to $4.1 million in 2022 as compared
to $4.7 million in 2021.


Return on average assets and return on average shareholders' equity
equaled 1.21% and 15.55%, respectively, in 2022, compared to 1.36% and 13.46%,
respectively, in 2021.  FNCB paid dividends to holders of common stock of $0.33
per share in 2022, an increase of $0.06 per share, or 22.2%, compared to
$0.27 per share in 2021. Total dividends declared and paid in 2022 equated to a
dividend yield of approximately 4.0% based on the closing stock price of $8.21
per share on December 31, 2022. The dividend payout ratio was 31.9% in
2022 compared to 25.4% in 2021.



Balance Sheet Profile



Total assets increased $81.2 million, or 4.9%, to $1.746 billion at December 31,
2022 from $1.664 billion at December 31, 2021. The balance sheet
expansion primarily reflected substantial increases in loans and leases, net of
allowance for loan and lease losses ("ALLL"), partially offset by decreases in
cash and cash equivalents and available-for-sale debt securities. Loans and
leases, net of ALLL, increased $143.1 million, or 14.8%, to $1.110 billion at
December 31, 2022 from $967.0 million at December 31, 2021. Meanwhile,
available-for-sale debt securities decreased $46.5 million, or 8.9%, to $476.1
million at December 31, 2022 from $522.6 million at December 31, 2021, which was
caused largely by a decline in the fair value of these securities due to rising
interest rates. Cash and cash equivalents decreased $57.1 million, or 57.8%, to
$41.9 million at December 31, 2022 from $99.0 million at December 31,
2021. Total deposits decreased $34.8 million, or 2.4%, to $1.421 billion at
December 31, 2022 from $1.455 billion at December 31, 2021, which reflected the
return of municipal deposit seasonality and the outflow of excess COVID-19
deposits. Borrowed funds increased $152.1 million to $182.4 million at December
31, 2022, compared to $30.3 million at December 31, 2021, as FNCB became more
reliant on wholesale funding.



Total shareholders' equity decreased $43.5 million, or 26.8%, to $118.9 million
at December 31, 2022 from $162.5 million at December 31, 2021. Tangible book
value decreased $2.09 per share, or 25.6%, to $6.04 per share at December 31,
2022 from $8.13 per share at December 31, 2021. The decreases in capital and
tangible book value were primarily due to an accumulated other comprehensive
loss of $48.0 million at December 31, 2022, compared to accumulated other
comprehensive income of $6.4 million at December 31, 2021. The negative change
of $54.4 million was related primarily to the depreciation in the fair value of
FNCB's available-for-sale debt securities, net of deferred taxes, due to the
dramatic increase in market interest rates. Also impacting capital in 2022
was net income of $20.4 million partially offset by a $3.6 million utilized for
the repurchase of common shares under a stock repurchase program authorized by
FNCB's Board of Directors and dividends declared and paid of $6.5 million. At
December 31, 2022, FNCB Bank's total risk-based capital ratio and the Tier 1
leverage ratio were 13.10% and 8.77%, respectively, which exceeded the 10.00%
and 5.00% thresholds required to be well capitalized under the prompt corrective
action provisions of the Basel III capital framework for U.S. banking
organizations.



Management's Focus in 2022


Management continued to navigate through the lingering challenges of the pandemic and manage the rising rate environment, during 2022, while staying focused on several key strategic initiatives which included: strong organic loan growth, new product offerings and effectively managing funding costs. FNCB is always looking to improve the customer experience by further expanding and enhancing FNCB's digital and traditional product and service offerings; while continuing to create efficiency within FNCB's branch network and delivery channels; and investing in strategic business alliances and opportunities to advance financial performance over the long-term.

In 2022, FNCB's new commercial equipment financing and leasing product offerings, operating under 1st Equipment Finance were fully integrated and have exceeded management's expectations. This along with the purchase of several third-party originated loan pools, allowed us to diversify FNCB's loan portfolio, reduce risk and enhance net interest income run rates going forward.





In addition, during 2022, FNCB acquired Chiaro Investment Services, LLC which
was combined with FNCB's Wealth Management team, and is now operating under a
new brand, 1st Investment Service, out of FNCB Bank's Exeter Community Office,
in Luzerne County, Pennsylvania. With the combined experience of our team of
advisors, 1st Investment Services, provides clients with a full suite of
offerings, including Investment Management, Brokerage Services, Insurance
Planning and Retirement Services that will build on FNCB's exceptional legacy of
providing quality services to our clients.



In the fourth quarter of 2022, FNCB committed to make an equity investment of
$11.0 million in a senior low-income housing tax credit ("LIHTC") partnership
for the Scranton Square Apartments through the Pennsylvania Housing Finance
Agency (PHFA). The project will consist of 36 newly constructed senior housing
units, located on Dickson Ave, in the Green Ridge section of Scranton,
Lackawanna County, Pennsylvania. This project is expected to provide much needed
housing for low-income senior citizens, while revitalizing a large vacant lot in
the city and is in line with FNCB's larger Community Caring initiative. One
hundred percent (100.0%) of the rental units will qualify for Federal
Low-Housing Tax credits ("LIHTCs") as provided for in Section 42 of the Internal
Revenue Code of 1986, as amended. FNCB made an initial contribution of $2.2
million in the fourth quarter of 2022, upon closing the partnership agreement.
The remaining obligation of $8.8 million, which is included on other liabilities
in the consolidated statements of financial condition at December 31, 2022, will
be contributed over a series of draws over the following 18-month period
according to the construction schedule.



                                       22

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


  Table of Contents



Focus for 2023



Looking ahead to 2023, with increased market rates, management will focus on
balance sheet management, managing interest rate risk, controlling funding costs
and continuing to evaluate opportunities to enhance net interest income and
non-interest income run rates going forward. FNCB will continue to expand
its comprehensive digital strategy to respond to evolving customer demands and
create operational and delivery channel efficiencies. Specific initiatives
include enhancement to the existing online banking platforms, continued
utilization of our retail and commercial lending origination platforms and
utilizing artificial intelligence and robotics to streamline
workflows. Additional areas of focus for 2023 include: acquisition and retainage
of qualified staff, building and strengthening our core customer base including
increasing existing customer wallet share and organic loan growth.



Stock Repurchase Program/Subsequent Event





On January 25, 2023, FNCB's Board of Directors authorized a stock repurchase
program under which up to 750,000 shares of FNCB's outstanding common stock may
be acquired in the open market commencing no earlier than March 3, 2023 and
expiring December 31, 2023 pursuant to a trading plan that was adopted in
accordance with Rule 10b5-1 of the Exchange Act. In 2022 and 2021, the Board of
Directors had authorized similar programs under which 384,830 and 330,759 common
shares were repurchased, respectively. The 2022 plan expired on December 31,
2022. The repurchase of shares under the programs are administered through an
independent broker. Repurchases may occur from time to time at prevailing market
prices, through open market transactions depending upon market conditions, and
are subject to SEC regulations as well as certain price, market volume and
timing constraints specified in the trading plan. Under the program, the
purchases will be funded from working capital presently available to FNCB, and
the repurchased shares will be returned to the status of authorized but unissued
shares of Common Stock. There is not a guarantee as to the exact number of
shares that will be repurchased by FNCB, and FNCB may discontinue purchases at
any time that management determines additional repurchases are no longer
warranted. As of December 31, 2022, FNCB had approximately 19.7 million shares
outstanding.


SUMMARY OF FINANCIAL PERFORMANCE





Net Interest Income



Net interest income is the difference between (i) interest income, interest and
fees on interest-earning assets, and (ii) interest expense, interest paid on
deposits and borrowed funds. Net interest income represents the largest
component of FNCB's operating income and, as such, is the primary determinant of
profitability. Net interest income is impacted by variations in the volume, rate
and composition of earning assets and interest-bearing liabilities, changes in
general market interest rates and the level of non-performing assets. Interest
income is shown on a fully tax-equivalent basis using the corporate statutory
tax rate of 21.0% in 2022, 2021 and 2020.



In response to the economic uncertainty from the global COVID-19 pandemic, the
FOMC lowered the federal funds rate 150 basis points in two emergency actions in
March 2020. As a result, the target range for federal funds fell from
1.50%-1.75% at December 31, 2019 to 0.00%-0.25% at March 31, 2022 and had
remained at these historically low levels through March 15, 2022. Supply chain
constraints, the war in Ukraine and lingering effects from the COVID-19
pandemic, among other things, have resulted in rapid rise in price inflation. As
a result, the FOMC, in an effort to lower inflation to its 2.0% objective, began
tightening U.S. monetary policy in 2022.  Specifically, the FOMC increased the
target range for the federal funds rate seven times for a total of 425 basis
points during 2022, which included additional upward movements in the fourth
quarter of 75 basis points on November 2, 2022 and 50 basis points on December
14, 2022. At December 31, 2022, the federal funds target range was 4.25%-4.50%
compared to 0.00%-0.25% at December 31, 2021. The increase in the federal funds
target rate resulted in a corresponding increase of 425 basis points in the
national prime rate to 7.50% at December 31, 2022 compared to 3.25% at December
31, 2021. In addition to these actions by the FOMC in 2022, on February 1, 2023,
the FOMC raised the federal funds target rate another 25 basis points
and reaffirmed its consensus statement on longer-run goals and monetary policy
strategy including its goals of maximum unemployment and a 2.0% inflation
rate and has indicated additional rate increases may be required in 2023 to
achieve its goals. This dramatic shift to tighten monetary policy has resulted
in a rapid rise in general market interest rates. Competition for deposits
within FNCB's market area has intensified reflective of industrywide liquidity
pressures and rate-sensitivity of depositors. Higher interest rates, coupled
with the increased competition, has resulted in significant increases in deposit
and wholesale funding costs that have surpassed increases in earning asset
yields, which has caused interest margin and rate spread compression. Management
anticipates that additional tightening actions by the FOMC in 2023, could result
in further contraction of FNCB's tax-equivalent net interest margin and rate
spread.



Additionally, net interest income, earning assets yields and the net interest
margin for the period ending December 31, 2022 and 2021 were impacted by the
activity related to PPP loans, including the timing of forgiveness and
recognition of net loan origination fees.



                                       23

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

Table of Contents





Tax-equivalent net interest income increased $5.3 million, or 10.5%, to $55.2
million in 2022 compared to $49.9 million in 2021. The increase in
tax-equivalent net interest income was due to an increase in tax-equivalent
interest income reflecting higher earning asset volumes and yields, partially
offset by an increase in interest expense which resulted primarily
from increased utilization of wholesale funding costs and higher funding
costs. 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
declined 7 basis points to 3.38% in 2022 compared to 3.45% in 2021, which was
largely caused by an increase in average earning assets, coupled with higher
funding costs. Additionally, the magnitude and velocity of the rate increases in
2022 has led to a decrease in FNCB's rate spread, the difference between the
average yield on interest-earning assets shown on a fully tax-equivalent basis
and the average cost of interest-bearing liabilities, as funding costs increased
to a greater extent than asset yields. FNCB's rate spread was 3.24% in 2022, a
decrease of 14 basis points as compared to 3.38% in 2021.



Tax-equivalent interest income increased $9.3 million, or 17.6%, to $61.9
million in 2022 from $52.6 million in 2021, which was largely caused by
significant growth in average earning assets, coupled with an increase in the
tax-equivalent yield on average earning assets. Average earning assets increased
$183.5 million, or 12.7%, to $1.633 billion in 2022 from $1.449 billion in 2021,
resulting in a corresponding increase to tax-equivalent interest income of $8.4
million. Specifically, average loans and leases increased $123.9 million, or
13.0%, to $1.074 billion in 2022 from $950.5 million in 2021, which reflected
new product offerings, strong organic loan demand and the purchase of loan pools
from third party originators. Investment securities averaged $550.1 million in
2022, an increase of $120.4 million, or 28.0%, compared to $429.6 million in
2021, which contributed $3.1 million to tax-equivalent interest income.  The
tax-equivalent yield on earning assets increased 16 basis points to 3.79% in
2022 from 3.63%, which resulted in a corresponding increase in tax-equivalent
interest income of $0.8 million. Specifically, FNCB's tax-equivalent yield on
loans and leases increased 7 basis points to 4.43% in 2022 compared to 4.36% in
2021, resulting in a corresponding increase in tax-equivalent interest income of
$0.7 million. Meanwhile, the tax-equivalent yield on investment securities
decreased 1 basis points to 2.58% in 2022 from 2.59% in 2021 and caused a
corresponding decrease to tax-equivalent interest income of $44 thousand.



Interest expense increased $4.0 million, or 148.9%, to $6.7 million in 2022 from
$2.7 million in 2021, which primarily from an increase in averaged borrowed
funds, coupled with an increase in funding costs. Similar to the banking
industry in general, FNCB was more reliant on wholesale funding in 2022.  As a
result, average borrowed funds, which is largely comprised of FHLB of Pittsburgh
advances, averaged $109.5 million for 2022, an increase of $97.3 million from
just $12.2 million for 2021. Higher volumes of average borrowed funds resulted
in a corresponding increase in interest expense of $2.4 million. Total
interest-bearing deposits increased $51.8 million, or 4.9%, to $1.118 billion
for 2022, compared to $1.066 billion for 2021, which had little impact on
interest expense as increases in lower-costing interest-bearing demand and
savings volumes were offset by a reduction in higher-costing time deposit
volumes. Specifically, average interest-bearing demand deposits, increased $50.8
million, or 6.6%, to $815.6 million in 2022, compared to $764.8 million in
2021.  Savings deposits averaged $144.3 million in 2022, an increase of $19.3
million, or 15.5%, from $125.0 million in 2021. Conversely, average time
deposits decreased $18.3 million, or 10.4%, to $158.0 million in 2022 from
$176.3 million in 2021. In the first half of 2022, management was successful in
delaying deposit rate increases, however, in the latter half of 2022, following
the rapid rise in market interest rates and change in overall market liquidity,
competition for deposits intensified and depositors have become increasingly
rate sensitive. Due to increased competitive pressures, FNCB responded with
increases in deposit rates. As a result, FNCB experienced an increase interest
expense due to an increase in funding costs. For the year-ended December 31,
2022, FNCB's cost of funds increased 30 basis points to 0.55% from 0.25% for the
year ended December 31, 2021, which resulted in a corresponding increase in
tax-equivalent interest expense of $1.6 million.



With the additional 25 basis point increase on February 1, 2023, and statement
by the FOMC that additional rate increases may be necessary in 2023, management
anticipates that FNCB's cost of funds may continue to increase in 2023, which
may result in further net interest margin and rate spread contraction and a
reduction in tax-equivalent net interest income.



Non-accrual loans



The interest income that would have been earned on non-accrual and restructured
loans, had these loans performed in accordance with their original terms
approximated to $175 thousand and $215 thousand for the years ended December 31,
2022 and 2021, respectively. Additionally, interest income recognized on
impaired loans based on payments received approximated to $336 thousand and $305
thousand for the years ended December 31, 2022 and 2021, respectively.





                                       24

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

Table of Contents

The following table presents the components of net interest income for the three years ended December 31, 2022, 2021 and 2020:

Summary of Net Interest Income





                                                                       For the Year Ended December 31,
                                        2022                                        2021                                        2020
                         Average                      Yield/         Average                      Yield/         Average                      Yield/
(dollars in
thousands)               Balance       Interest        Cost          Balance       Interest        Cost          Balance       Interest        Cost
Assets:
Earning assets
(2)(3)
Loans and
leases-taxable (4)     $ 1,019,254     $  45,696          4.48 %   $   905,237     $  39,645          4.38 %   $   863,702     $  35,980          4.17 %
Loans and leases-tax
free (4)                    55,058         1,895          3.44          45,217         1,777          3.93          47,669         2,070          4.34
Total loans and
leases (1)(2)            1,074,312        47,591          4.43         950,454        41,422          4.36         911,371        38,050          4.18
Securities-taxable         439,824        10,830          2.46         346,204         8,476          2.45         250,881         7,322          2.92
Securities-tax free        110,238         3,370          3.06          83,437         2,641          3.17          51,367         1,738          3.38
Total securities
(1)(5)                     550,062        14,200          2.58         429,641        11,117          2.59         302,248         9,060          3.00
Interest-bearing
deposits in other
banks and federal
funds sold (8)               8,152            91          1.12          68,932            88          0.13           9,203            28          0.30
Total earning assets     1,632,526        61,882          3.79 %     1,449,027        52,627          3.63 %     1,222,822        47,138          3.85 %
Non-earning assets          69,602                                     129,386                                     145,227
Allowance for loan
and lease losses           (13,497 )                                   (12,311 )                                   (10,867 )
Total assets           $ 1,688,631                                 $ 1,566,102                                 $ 1,357,182

Liabilities and
Shareholders'
Equity:
Interest-bearing
liabilities
Interest-bearing
demand deposits        $   815,579         3,215          0.39 %   $   764,798         1,252          0.16 %   $   611,511         2,933          0.48 %
Savings deposits           144,343           174          0.12 %       125,022            87          0.07 %       101,847            97          0.10
Time deposits              157,991           581          0.37 %       176,245         1,169          0.66 %       195,140         2,374          1.22
Total
interest-bearing
deposits                 1,117,913         3,970          0.36 %    

1,066,065         2,508          0.24 %       908,498         5,404          0.59
Borrowed funds and
other
interest-bearing
liabilities                109,515         2,762          2.52          12,228           197          1.61          51,287           756          1.47
Total
interest-bearing
liabilities              1,227,428         6,732          0.55 %     1,078,293         2,705          0.25 %       959,785         6,160          0.64 %
Demand deposits            314,105                                     315,181                                     242,017
Other liabilities           15,609                                      13,892                                      11,368
Shareholders' equity       131,489                                     158,736                                     144,012
Total liabilities
and shareholders'
equity                 $ 1,688,631                                 $ 1,566,102                                 $ 1,357,182
Net interest
income/interest rate
spread (6)                                55,150          3.24 %                      49,922          3.38 %                      40,978          3.21 %
Tax equivalent
adjustment                                (1,106 )                                      (928 )                                      (800 )
Net interest income
as reported                            $  54,044                                   $  48,994                                   $  40,178

Net interest margin
(7)                                                       3.38 %                                      3.45 %                                      3.35 %



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

(2) Loans and leases are stated net of unearned income.

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

(4) Interest income on loans and leases includes net loan fees of $68 in 2022,

$4,612 in 2021, and $467 in 2020.

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

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 average interest-bearing liabilities


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




                                       25

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

Table of Contents





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.



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.



Rate Volume Analysis



                                                              For the Year Ended December 31,
                                              2022 vs. 2021                                      2021 vs. 2020
                                   Increase (Decrease) Due to Change in              Increase (Decrease) Due to Change in
(in thousands)                   Volume              Rate            Total         Volume              Rate            Total

Interest income: Loans and leases-taxable $ 5,093 $ 958 $ 6,051 $ 1,773 $ 1,892 $ 3,665 Loans and leases-tax free

              356               (238 )          118            (110 )             (183 )         (293 )
Total loans and leases               5,449                720          6,169           1,663              1,709          3,372
Securities-taxable                   2,305                 49          2,354           3,097             (1,943 )        1,154
Securities-tax free                    822                (93 )          729           1,022               (119 )          903
Total securities                     3,127                (44 )        3,083           4,119             (2,062 )        2,057
Interest-bearing deposits
in other banks and federal
funds sold                            (139 )              142              3             279               (219 )           60
Total interest income                8,437                818          9,255           6,061               (572 )        5,489

Interest expense:
Interest-bearing demand
deposits                                88              1,875          1,963             602             (2,283 )       (1,681 )
Savings deposits                        15                 72             87              19                (29 )          (10 )
Time deposits                         (111 )             (477 )         (588 )          (212 )             (993 )       (1,205 )
Total interest-bearing
deposits                                (8 )            1,470          1,462             409             (3,305 )       (2,896 )
Borrowed funds and other
interest-bearing
liabilities                          2,395                170          2,565            (623 )               64           (559 )
Total interest expense               2,387              1,640          4,027            (214 )           (3,241 )       (3,455 )
Net interest income           $      6,050       $       (822 )     $  5,228     $     6,275       $      2,669       $  8,944

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
credit to 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.



FNCB recorded a provision for loan and lease losses of $2.0 million for the year
ended December 31, 2022, an increase of $1.8 million, compared to $166 thousand
for the year ended December 31, 2021, which primarily reflected higher loan and
lease volume, coupled with a slight increase in net loans charged off. Despite
continued economic uncertainty and inflationary pressures due to remnants of
the COVID-19 pandemic, supply chain constraints and other factors such as the
war in Ukraine, which have resulted in monetary policy tightening, FNCB's asset
quality metrics have remained mostly favorable throughout 2022 and 2021.



                                       26

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


  Table of Contents



Non-Interest Income


The following table presents the components of non-interest income for the years ended December 31, 2022 and 2021:

Components of Non-Interest Income





                                                         Year Ended December 31,
                                                                               Change
(in thousands)                               2022          2021            $             %
Deposit service charges                    $   4,415     $   3,877     $     538          13.9 %
Net (loss) gain on the sale of
available-for-sale debt securities              (223 )         213          (436 )      (204.7 )
Net (loss) gain on equity securities             (34 )         701          (735 )      (104.9 )
Net gain on the sale of mortgage loans
held for sale                                    205           352          (147 )       (41.8 )
Net gain on the sale of other real
estate owned                                       -            11           (11 )      (100.0 )
Loan-related fees                                243           390          (147 )       (37.7 )
Income from bank-owned life insurance            710           541           169          31.2
Bank-owned life insurance settlement             273           426          (153 )       (35.9 )
Loan referral fees                               191            72           119         164.8
Merchant services revenue                        712           593           119          20.1
Wealth management services revenue               563           543            20           3.7
Other                                            926           560           366          65.4
Total non-interest income                  $   7,981     $   8,268     $    (287 )        (3.5 )%




For the year ended  December 31, 2022 , non-interest income decreased $287
thousand, or 3.5%, to $8.0 million compared to $8.3 million for the year ended
December 31, 2021. The 3.5% decrease in non-interest income primarily from an
unfavorable change in market value of equity securities and a net loss on the
sale of available-for-sale debt securities, coupled with reductions in net gains
on the sale of mortgages held for sale, and loan-related fees. Stock market
volatility resulted in FNCB recoding a net loss on equity securities of $34
thousand in 2022, compared to a net gain of $735 thousand recorded in 2021.
Additionally, FNCB recorded a net loss on the sale of available-for sale debt
securities of $223 thousand in 2022, compared to a net gain of $213 thousand in
2021, a decrease of $436 thousand, or 204.7%. Net gains on the sale of mortgages
held for sale decreased $147 thousand, or 41.8%, to $205 thousand for the year
ended December 31, 2022, compared to $352 thousand for the year ended December
31, 2021, as pricing margins on loans and the volume of loan sales decreased due
to the rapid rise in market interest rates. Loan-related fees decreased $147
thousand, or 37.7%, to $243 thousand in 2022 from $390 thousand in 2021, which
was largely due to a reduction in loan servicing and letter of credit fees.
Additionally, FNCB recorded income associated with BOLI death benefit claims of
$273 thousand in 2022 and $426 thousand in 2021, a decrease of $153 thousand, or
35.9%.

Partially offsetting these decreases in non-interest income, were increases in
deposit service charges, BOLI income, loan referral fees, merchant services
revenue and other income. Loan referral fees, which include fees received from
third-party counterparties related to various commercial loan interest rate swap
transactions and fees received for the referral of FHA residential mortgage
loans to a third-party broker, increased $119 thousand. The decrease in these
fees reflected a reduction in the number and volume of such transactions in
2022 as compared to 2021. Deposit service charges increased $538 thousand, or
13.9%, to $4.4 million in 2022, compared to $3.9 million in 2021, which was
primarily due to increases in transactional-related charges, check card fees and
wire transfer fees. During 2022, FNCB purchased $3.0 million in additional BOLI
policies, which was the primary factor for the $169 thousand, or 31.2%, increase
in BOLI income. Comparing 2022 and 2021, loan referral fees and merchant
services revenue each increased by $119 thousand. Loan referral fees include
fees received from third-party counterparties to commercial loan interest rate
swap transactions and fees received for the referral of FHA residential mortgage
loans to a third-party broker. The 164.8% increase in loan referral fees largely
reflected an increase in the number and volume of such transaction due to
changing market conditions, while the 20.1% increase in revenue from merchant
services resulted primarily from an increase in card processing revenue due to
the continued shift to e-commerce. The $366 thousand, or 35.0%, increase in
other income was due primarily to an increase in commissions received from
FNCB's third-party credit card and purchasing card provider.

As previously mentioned, on September 30, 2022 FNCB announced that the Bank had
entered into an asset purchase agreement with Chiaro Investment Services, LLC,
which was combined into the Bank's investment arm and now operates under the new
brand as 1st Investment Services. As a result of this transaction, FNCB
anticipates an increase in income from wealth management services in 2023.

On October 26, 2022, the Bureau of Consumer Financial Protection ("CFPB") issued
supervisory guidance which warned financial institutions that levying overdraft
fees to consumers who would not reasonably anticipate the fees may constitute an
unfair act or practice under the Consumer Financial Protection Act of 2010
("CFPA"). In addition, the CFPB issued a compliance bulletin warning that
certain depositor fees may similarly violate the CFPA. This guidance comes as a
next step in the CFPB's "junk fee" initiative, launched in January 2022, through
which the CFPB has endeavored to identify and take certain steps to curb
potentially exploitative fees charged by banks and other financial institutions.
While management does not believe that FNCB's overdraft fees are in violation of
the CFPA, the banking industry, in general, experienced a significant reduction
in overdraft fee income in 2022, as many larger financial institutions have
eliminated overdraft charges on consumer checking accounts. Competition from
large banks and the imposition of restrictions on overdraft fees by the federal
government may result in FNCB having to change its overdraft fee structure,
which could negatively impact future non-interest income run rates.

                                       27

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


  Table of Contents



Non-Interest Expense


The following table presents the major components of non-interest expense for the years ended December 31, 2022 and 2021:

Components of Non-Interest Expense





                                           Year Ended December 31,
                                                                 Change
(in thousands)                     2022         2021          $          %
Salaries and employee benefits   $ 19,283     $ 16,697     $ 2,586       15.5 %
Occupancy expense                   2,093        2,039          54        2.6
Equipment expense                   1,295        1,338         (43 )     (3.2 )
Advertising expense                   801          712          89       12.5
Data processing expense             4,027        3,689         338        9.2
Regulatory assessments                811          609         202       33.2
Bank shares tax                       915          975         (60 )     (6.2 )
Professional fees                   1,273          674         599       88.9
Other operating expenses            4,976        4,336         640       14.8
Total non-interest expense       $ 35,474     $ 31,069     $ 4,405       14.2 %




Non-interest expense totaled $35.5 million in 2022, an increase of $4.4 million,
or 14.2%, from $31.1 million in 2021. The increase resulted primarily from
increases in salaries and employee benefits, professional fees, data processing
expenses, regulatory assessments and other operating expenses.



Salaries and employee benefits increased $2.6 million, or 15.5%, to $19.3
million in 2022 from $16.7 million in 2021. The increase in salaries and
employee benefits was primarily due to higher full-time salaries, payroll taxes
and benefits associated with staff additions. Also factoring into the increase
in salaries and employee benefits were increases in employment retirement plan
contributions and incentive pay. Recognizing the impact of inflation on
employees, at the end of 2022, FNCB awarded each employee a one-time employee
appreciation bonus to alleviate some of the pressure, the aggregate cost of this
one-time award was $393 thousand.



At the end of 2022, management engaged a third-party consultant to conduct a
comprehensive evaluation of FNCB's salary and benefit structure and industry
comparison. As a result of this study, FNCB has increased the minimum starting
salary for new employees and will be adjusting salary ranges to be competitive
as appropriate. Additionally, FNCB increased the 2023 annual cost of
living/merit increase for employees. As a result of these changes, management
anticipates FNCB's personnel-related costs will continue to increase in 2023.



Professional fees increased $599 thousand, or 88.9%, to $1.3 million in 2022,
compared to $674 thousand in 2021, while data processing expenses increased $338
thousand, or 9.2%, to $4.0 million in 2022, compared to $3.7 million in 2021.
These increases were primarily due to additional costs associated with the new
retail mortgage and commercial lending platforms, coupled with consulting and
validation services associated with implementation of CECL. Additionally,
comparing 2022 and 2021, regulatory assessments increased $202 thousand, or
33.2%, due largely to balance sheet growth, while other operating expenses
increased $640 thousand, or 14.8%, which reflected increases in insurance costs,
legal fees, correspondent bank fees and servicing costs of purchased loans.



Provision for Income Taxes



FNCB recorded income tax expense of $4.1 million in 2022, a decrease of $512
thousand, or 11.0%, compared to $4.6 million in 2021. The decrease in income tax
expense was due to lower taxable income in 2022 as compared to 2021. FNCB's
effective tax rate decreased to 16.85% at December 31, 2022, compared to
17.89% at December 31, 2021, which resulted primarily from an increase in
tax-exempt income.



                                       28

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

Table of Contents





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



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



Management performed an evaluation of FNCB 's deferred tax assets at December
31, 2022 taking into consideration both positive and negative evidence as of
that date.  Based on this evaluation, management believes that FNCB's future
taxable income will be sufficient to utilize deferred tax assets.  Accordingly,
management concluded that no valuation allowance for deferred tax assets was
required at December 31, 2022 or 2021.


FINANCIAL CONDITION



Total assets increased $81.2 million, or 4.9%, to $1.746 billion at December 31,
2022 from $1.664 billion at December 31, 2021. The balance sheet
expansion primarily reflected substantial increases in loans and leases, net
of ALLL, partially offset by decreases in cash and cash equivalents and
available-for-sale debt securities. Loans and leases, net of ALLL, increased
$143.1 million, or 14.8%, to $1.110 billion at December 31, 2022 from $967.0
million at December 31, 2021. Available-for-sale debt securities decreased $46.5
million, or 8.9%, to $476.1 million at December 31, 2022 from $522.6 million at
December 31, 2021, which was caused largely by a decline in the fair value of
these securities due to rising interest rates. Cash and cash equivalents
decreased $57.1 million, or 57.8%, to $41.9 million at December 31, 2022 from
$99.0 million at December 31, 2021. Total deposits decreased $34.8 million, or
2.4%, to $1.421 billion at December 31, 2022 from $1.455 billion at December 31,
2021, which reflected the return municipal deposit seasonality and the outflow
of excess COVID-19 deposits. FNCB increased its utilization of wholesale
funding, specifically advances through the FHLB of Pittsburgh, to fund loan
growth. As a result, borrowed funds increased $152.1 million, or 501.6%,
to $182.4 million at December 31, 2022, compared to $30.3 million at December
31, 2021.



Total shareholders' equity decreased $43.5 million, or 26.8%, to $118.9 million
at December 31, 2022 from $162.5 million at December 31, 2021. The decrease in
capital was primarily due to an accumulated other comprehensive loss of $48.0
million at December 31, 2022, compared to accumulated other comprehensive income
of $6.4 million at December 31, 2021. The negative change of $54.4 million was
related primarily to the depreciation in the fair value of FNCB's
available-for-sale debt securities, net of deferred taxes, and was the main
factor contributing to a $2.09 per share, or 25.6% decrease in tangible book
value to $6.04 per share at December 31, 2022 from $8.13 per share at December
31, 2021. Also impacting capital in 2022 was net income of $20.4 million
partially offset by a $3.6 million utilized for the repurchase of common shares
under a stock repurchase program authorized by FNCB's Board of Directors
and dividends declared and paid of $6.5 million. At December 31, 2022, FNCB
Bank's total risk-based capital ratio and the Tier 1 leverage ratio were 13.11%
and 8.77%, respectively, which exceeded the thresholds of 10.00% and 5.00%
required to be well capitalized under the prompt corrective action provisions of
the Basel III capital framework for U.S. banking organizations.



Cash and Cash Equivalents



Cash and cash equivalents decreased $57.1 million, or 57.8%, to $ 41.9 million
at December 31, 2022, from $99.0 million at December 31, 2021.  The decrease in
cash and cash equivalents resulted primarily from cash used to fund earning
asset growth. Additionally, FNCB paid cash dividends totaling $6.5 million, or
$0.330 per share in 2022 compared to $5.4 million, or $0.27 per share, in 2021,
while purchase of common shares under the repurchase program amounted to $3.6
million in 2022 compared to $2.4 million in 2021.



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 available-for-sale or held-to-maturity at the time of
purchase based on management's intent. 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, while held-to-maturity securities are carried at amortized cost. At
December 31, 2022 and 2021, 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. 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.



                                       29

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

Table of Contents





At December 31, 2022, the 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 CMO's, 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 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 as of December 31, 2022.



The majority of FNCB's debt securities are fixed-rate instruments and inherently
subject to interest rate risk, as the value of fixed-rate securities fluctuate
with changes in interest rates.  U.S. Treasury rates increased dramatically
in 2022 as the FOMC continued to tighten monetary policy. Additionally, as
short-term interest rates moved up sharply, the yield curve was inverted at
December 31, 2022, causing spreads between the 2-year and 10-year U.S. Treasury
rates to go negative. The 10-year Treasury rate, which was 1.52% at December 31,
2021 , increased 236 basis points to 3.88% at December 31, 2022, while the
2-year Treasury rate, which was 0.73% at December 31, 2021 , increased 368 basis
point to 4.41% at December 31, 2022 . These movements resulted in a negative
spread of 53-basis points between the 2-year and 10-year U.S. Treasury, compared
to a positive spread of 0.79% at December 31, 2021. Generally, a security's
value reacts inversely with changes in interest rates. Available-for-sale
securities are carried at fair value, with unrealized gains or losses reported
in the accumulated other comprehensive income or loss component of shareholder's
equity net of deferred income taxes. At December 31, 2022, FNCB reported a net
unrealized loss, included in accumulated other comprehensive loss, of
$48.8 million, net of deferred income taxes of $13.0 million, a decrease of
$55.0 million compared to the net unrealized holding gain of $6.1 million, net
of deferred income taxes of $1.6 million, at December 31, 2021. Any further
increase in interest rates could result in further depreciation in the fair
value of FNCB's securities portfolio and capital position. However, accumulated
other comprehensive income and loss related to available-for-sale debt
securities is excluded from regulatory capital and does not have an impact on
FNCB's regulatory capital ratios.



The following table presents the carrying value of available-for-sale debt securities and equity securities, at fair value at December 31, 2022, 2021 and 2020:

Composition of the Investment Portfolio





                                                                          December 31,
                                         2022                                 2021                                 2020
(dollars in thousands)      Fair Value      % of Portfolio       Fair Value      % of Portfolio       Fair Value      % of Portfolio
Available-for-sale debt
securities
U.S. Treasuries            $     32,134                6.75 %   $     36,355                6.96 %   $          -                   - %
Obligations of state and
political subdivisions          220,782               46.37          244,372               46.76          205,828               58.80
U.S.
Government-sponsored
agency:
Collateralized mortgage
obligations -
residential                      80,407               16.89          100,710               19.27           56,972               16.28
Collateralized mortgage
obligations - commercial          3,329                0.70            3,727                0.71            3,904                1.12
Residential
mortgage-backed
securities                       20,663                4.34           25,506                4.88           13,026                3.72
Private Collateralized
mortgage obligations             72,507               15.23           67,165               12.85           38,199               10.91
Corporate debt
securities                       30,672                6.44           32,063                6.14           24,580                7.02
Asset backed securities          14,941                3.14           11,932                2.28            7,526                2.15
Negotiable certificates
of deposit                          656                0.14              736                0.14                -                   -
Total available-for-sale
debt securities            $    476,091              100.00 %   $    522,566              100.00 %   $    350,035              100.00 %

Equity securities, at
fair value                 $      7,717                         $      4,922                         $      3,026




FNCB purchased 73 securities with an aggregate cost of $78.1 million and a
weighted-average yield of 3.89% during the year ended December 31, 2022.
Securities purchased were diversified across all major sectors, including $28.2
million in private CMOs, $18.4 million in tax-free obligations of state and
political subdivisions, $10.7 million in CMOs of U.S. government-sponsored
agencies, $5.7 million in asset-backed securities, $5.0 million in taxable
obligations of state and political subdivisions, $4.4 million in corporate debt
securities and $0.7 in U.S. Treasury securities. Principal repayments and a
decrease in the fair value of the available-for-sale portfolio due to an
increase in market interest rates entirely offset the increase due to the
purchases. In 2022, FNCB also sold available-for-sale securities with an
aggregate amortized cost of $14.2 million and a weighted-average yield of 3.93%.
Gross proceeds received on the sales totaled $14.0 million and a realized net
loss of $223 thousand upon the sale is included in non-interest income in 2022.


Management continually monitors the investment portfolio for credit worthiness,
value, and yield. Semiannually, management engages a third-party consultant to
review the municipal portfolio to determine if there is any undue credit risk
within the portfolio. As part of the independent review, each municipal security
is compared to their Portfolio Credit Benchmark to identify which securities may
contain more than a minimal risk of payment default.  As of December 31, 2022,
the third-party report concluded that each municipal security held within the
portfolio met or exceeded the benchmark and that none of the securities required
further review. The next third-party review is scheduled for June 30, 2023.

Management also monitors municipal securities monthly using a third-party surveillance report that identifies events related to the issuer that may indicate a deterioration in credit quality. Management noted no such events during 2022.


                                       30

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

Table of Contents





The following table presents the weighted-average yields on  available-for-sale
debt securities by major category and maturity period at December 31, 2022.
Yields are calculated on the basis of the amortized cost and weighted for the
scheduled maturity of each security. The yields on tax-exempt obligations of
states 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 collaterized 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.

                                                                               December 31, 2022
                                                                                                                Collateralized
                                                                                                                   Mortgage
                                                                                                                 Obligations,
                                                                                                               Mortgage-Backed
                                                                                                               and Asset-Backed
                                  Within One Year       > 1 - 5 Years      6-10 Years       Over 10 Years         Securities          Total
Weighted-average yield
U.S. Treasury                                    - %              1.11 %          1.18 %                 - %                  - %        1.17 %
Obligations of state and
political subdivisions                        2.67                2.95            2.34                2.78                    -          2.77

U.S.

government/government-sponsored


agencies:
Collateralized mortgage
obligations - residential                        -                   -               -                   -                 1.62          1.62
Collateralized mortgage
obligations - commercial                         -                   -               -                   -                 1.98             -
Mortgage-backed securities                       -                   -               -                   -                 2.23          2.33
Private collateralized mortgage
obligations                                      -                   -               -                   -                 2.32          2.32
Corporate debt securities                        -                   -            4.79                   -                    -          4.79
Asset-backed securities                          -                   -               -                   -                 1.46          1.46
Negotiable certificates of
deposit                                          -                1.02               -                   -                    -          1.02
Weighted-average yield                        2.67 %              2.80 %   

      2.77 %              2.78 %               1.92 %        2.43 %




OTTI Evaluation



There was no OTTI recognized during the years ended December 31, 2022 and 2021.
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 8, "Financial Statements and Supplementary Data" to this Annual
Report on Form 10-K.


Management noted no indicators of impairment for the FHLB of Pittsburgh or Atlantic Community Bankers Bank stock at December 31, 2022, 2021 and 2020.





Loans and Leases



Total loans and leases, gross increased by $141.9 million, or 14.5%, to $1.123
billion at December 31, 2022 from $981.4 million at December 31, 2021. The
growth in the loan and lease portfolio reflected increases in all major loan
categories, which was primarily due to strong organic demand and the new
commercial equipment financing product line.  In addition, FNCB purchased
individual loans and loan pools originated by third-party originators to enhance
interest income revenue streams and diversify the loan portfolio. Loan purchases
through 2022 included commercial equipment financing, residential mortgages
loans and secured and unsecured consumer installment loans. FNCB expanded its
commercial credit product offerings to include commercial equipment financing,
including simple interest loans and direct finance and municipal leases, through
its brand 1st Equipment Finance. The majority of equipment financing is
originated through indirect, third-party dealers. As of December 31, 2022 and
2021, simple interest loans outstanding under this initiative totaled $78.4
million and $7.9 million, respectively, and are included with commercial and
industrial loans. Also included with commercial and industrial loans and
originated under this initiative are direct finance leases, which totaled $0.9
million at December 31, 2022. There were no direct leases outstanding at
December 31, 2021. Municipal leases originated under this initiative were $4.4
million and $2.4 million, respectively, at December 31, 2022 and 2021 and are
included in state and municipal subdivision loans and leases.



Also included in commercial and industrial loans and leases at December 31, 2022
and 2021, were $1.3 million and $21.9 million, respectively, in outstanding
balances of PPP loans, which are 100.0% guaranteed by the SBA. Accordingly,
management excluded PPP loans in its evaluations of the ALLL and there was no
ALLL established for PPP loans at December 31,2022 and 2021.



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, and
residential real estate loans increased by $52.1 million, or 8.1%, to $693.8
million at December 31, 2022 from $641.7 million at December 31, 2021. However,
the percentage of real estate secured loans to total loans and leases decreased
to 61.8% at December 31, 2022 from 65.4% at December 31, 2021, which primarily
reflected the originations through 1st Equipment Finance.



Commercial real estate loans, which include long-term commercial mortgage
financing and are primarily secured by first or second lien mortgages, increased
$11.0 million, or 3.0%, to $377.0 million at December 31, 2022, from $366.0
million at December 31, 2021. Commercial and industrial loans consist primarily
of equipment loans and leases, including purchased commercial equipment loans,
working capital financing, revolving lines of credit and loans secured by cash
and marketable securities and remaining PPP loans. Commercial and industrial
loans increased $78.9 million, or 40.9%, during the year to $272.0 million at
December 31, 2022 from $193.1 million at December 31, 2021. The increase was
primarily due to equipment loan and lease origination through 1st Equipment
Finance and the purchase of loan pools through third-party originators, which
was partially offset by forgiveness of PPP loans. Construction, land acquisition
and development loans increased $25.0 million, or 60.1%, to $66.6 million at
December 31, 2022 from $41.6 million at December 31, 2021.



                                       31

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

Table of Contents





Residential real estate loans include fixed-rate and variable-rate, amortizing
mortgage loans, home equity lines of credit ("HELOCs") and HELCOs with a carve
out feature. FNCB primarily underwrites fixed-rate purchase and refinance of
residential mortgage loans for sale in the secondary market to reduce interest
rate risk and provide funding for additional loans. Additionally, FNCB offers a
propriety non-saleable mortgage product branded as the WOW mortgage. The WOW
mortgage has maturity terms of 10 to 19.5 years and offers customers an
attractive fixed interest rate and low closing costs. Residential real estate
loans totaled $250.2 million at December 31, 2022, an increase of $16.1 million,
or 6.9%, from $234.1 million at December 31, 2021.



Consumer loans totaled $92.6 million at December 31, 2022, an increase of $7.1
million, or 8.3%, from $85.5 million at December 31, 2021. The increase in
consumer loans was largely due to the purchase of individual and loans and pools
of personal installment loans from third-party originators including unsecured
loans and loans secured by chattel paper. Loans to state and municipal
governments increased $3.8 million, or 6.2%, to $64.9 million at December 31,
2022 from $61.1 million at December 31, 2021.



The following table presents loans and leases receivable, net by major category at December 31, 2022 and 2021:

Loan and Lease Portfolio Detail





                                                                   December 31,
                                                       2022                             2021
                                                            % of Total                      % of Total
(in thousands)                               Amount        Loans, Gross       Amount       Loans, Gross
Residential real estate                    $   250,221             22.28 %   $ 234,113             23.86 %
Commercial real estate                         376,976             33.56       366,009             37.29
Construction, land acquisition and
development                                     66,555              5.92        41,646              4.24
Commercial and industrial                      272,024             24.22       193,086             19.67
Consumer                                        92,612              8.24        85,522              8.72
State and political subdivisions                64,955              5.78        61,071              6.22
Total loans, gross                           1,123,343            100.00 %     981,447            100.00 %
Unearned income                                   (810 )                        (1,442 )
Net deferred loan and lease fees                 1,784                            (566 )
Allowance for loan and lease losses            (14,193 )                       (12,416 )
Loans and leases, net                      $ 1,110,124                       $ 967,023

The following tables present the maturity distribution and interest rate information of the loan and lease portfolio by major category as of December 31, 2022:

Loans and Leases by Maturity and Interest Rate Sensitivity





                                                                 December 31, 2022
                                                                      Five to
                                   Within One       One to Five       Fifteen        Over Fifteen
(in thousands)                        Year             Years           Years            Years             Total
Residential real estate           $      3,897     $       7,161     $  114,581     $      124,582     $   250,221
Commercial real estate                  10,446            55,553        194,572            116,405         376,976
Construction, land acquisition
and development                          6,133            16,443         10,863             33,116          66,555
Commercial and industrial               90,529           135,674         45,821                  -         272,024
Consumer                                 1,734            38,042         51,652              1,184          92,612
State and political
subdivisions                               104             9,686         33,002             22,163          64,955
Total loans and leases, gross     $    112,843     $     262,559     $  450,491     $      297,450     $ 1,123,343




                                                                December 31, 2022
                                                                      Five to
                                   Within One       One to Five       Fifteen        Over Fifteen
(in thousands)                        Year             Years           Years            Years            Total
Loans with fixed rates
Residential real estate           $        637     $       6,443     $   81,396     $       99,089     $ 187,565
Commercial real estate                   2,563            41,679         33,663                  -        77,905
Construction, land acquisition
and development                            564             1,362          5,927              2,055         9,908
Commercial and industrial                3,316           131,454         35,096                  -       169,866
Consumer                                 1,689            37,928         51,579              1,183        92,379
State and political
subdivisions                               104             2,366         30,789              7,644        40,903
Total loans and leases with
fixed rates                       $      8,873     $     221,232     $  238,450     $      109,971     $ 578,526

Loans with floating rates
Residential real estate           $      3,260     $         718     $   33,185     $       25,493     $  62,656
Commercial real estate                   7,883            13,874        160,909            116,405       299,071
Construction, land acquisition
and development                          5,569            15,081          4,936             31,061        56,647
Commercial and industrial               87,213             4,220         10,725                  -       102,158
Consumer                                    45               114             73                  -           232
State and political
subdivisions                                 -             7,320          2,213             14,520        24,053
Total loans and leases with
floating rates                    $    103,970     $      41,327     $  212,041     $      187,479     $ 544,817




                                       32

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

Table of Contents





Under industry regulations, a concentration is considered to exist when there
are loans extended 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 December 31, 2022 and 2021. 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 in all industry categories to determine if a potential
concentration exists.



The following table presents loans by industry, the percentage to gross loans
and indicates concentrations greater than 25% of capital at December 31, 2022
and 2021:



Loan Concentrations



                                                               December 31,
                                                   2022                            2021
                                                        % of Gross                     % of Gross
(dollars in thousands)                    Amount          Loans           Amount          Loans
Retail space/shopping centers           $   54,461             4.85 %   $   48,590            4.95 %
1-4 family residential investment
properties                                 113,746            10.13 %       92,745            9.45 %




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 loan officers, the Chief Credit Officer,
the loan review function, and the Credit Risk Management and the ALLL
committees, as well as oversight from the Board of Directors, including the
Director's Loan Committee. Management continually evaluates its credit risk
management practices to ensure problems in the loan portfolio are addressed 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 from the finance, legal, retail lending and credit
administration units, meets monthly, or more often as necessary, to review
individual problem credits and workout strategies and provides monthly reports
to the Director's Loan Committee and full 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 operation or
liquidation of the collateral held. For impaired loans that are secured by real
estate, management obtains external appraisals annually, or more frequently as
warranted, to ascertain a fair value so that the impairment analysis can be
updated. Should a current appraisal not be available at the time of impairment
analysis, management may use other valuations sources, including current letters
of intent, broker price opinions or executed agreements of sale. 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 either
charged off or a specific reserve is established. For impaired loans for which
the value of the collateral less estimated costs to sell exceeds the loan value,
the impairment is determined to be zero. 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 and are considered to be impaired. 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.



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 estimated cost to sell.



                                       33

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

Table of Contents





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



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


The following table presents information about non-performing assets and accruing TDRs as of December 31, for each of the last five years:

Non-performing Assets and Accruing TDRs





                                                            December 31,
(dollars in thousands)              2022          2021          2020          2019          2018
Non-accrual loans, including
non-accrual TDRs                  $   2,763     $   3,863     $   5,581     $   9,084     $   4,696
Loans past due 90 days or more
and still accruing                       79             -             -             -             -
Total non-performing loans            2,842         3,863         5,581         9,084         4,696
Other real estate owned                   -           920            58           289           919
Other non-performing assets           1,773         1,773         1,900         1,900         1,900
Total non-performing assets       $   4,615     $   6,556     $   7,539     $  11,273     $   7,515

Accruing TDRs                     $   5,554     $   6,666     $   6,975     $   7,745     $   8,457
Non-performing loans as a
percentage of total loans,
gross                                  0.25 %        0.39 %        0.62 %        1.10 %        0.56 %




FNCB's asset quality remained favorable throughout 2022. Total non-performing
assets decreased $1.9 million, or 29.6%, to $4.6 million at December 31,
2022 from $6.5 million at December 31, 2021. The improvement reflected decreases
in non-accrual loans and OREO. Non-performing loans, which include non-accrual
loans and loans past due 90 days or more and still accruing, decreased $1.0
million, or 26.5%, to $2.8 million at December 31, 2022 from $3.8 million at
December 31, 2021. The reduction in non-accrual loans was primarily due to the
sale to an unrelated third party of two non-accrual loans to one commercial
borrower totaling $0.9 million in the second quarter of 2022. The sale was to
another commercial bank with no gain or loss realized on the sale. The $0.9
million decrease in OREO resulted from the sale of one bank-owned property that
was held in OREO during the first quarter of 2022. In the fourth quarter of
2022, leasehold improvements of a former branch office that was held in OREO was
transferred out and returned to premises and equipment and now serves as an
off-site training facility. FNCB's ratio of non-performing loans to total gross
loans decreased to 0.25% at December 31, 2022 from 0.39% at December 31,
2021. Similarly, FNCB's ratio of non-performing assets as a percentage of
shareholders' equity decreased to 3.9% at December 31, 2022 from 4.0% at
December 31, 2021.



Other non-performing assets was comprised solely of a classified account
receivable, the balance of which was $1.8 million at both December 31, 2022 and
2021. The receivable is secured by an evergreen letter of credit that was
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. In 2020, management negotiated a repayment
plan with the developer. FNCB received the first payment of $127 thousand in the
second quarter of 2021. Management continues to closely monitor this project and
has noted an increase in construction activity related to this project including
the construction of two additional six- or eight-unit buildings and further site
development including building pads for a new six-seven unit building and
pool/spa building during 2022. Additionally, the developer has increased
marketing and sales initiatives for the project. However, the impact of economic
uncertainty, supply-chain constraints, inflation and other factors are still
unknown and could negatively affect the timing of future sales and payments.



TDRs at December 31, 2022 and 2021 were $5.7 million and $6.9 million, respectively. Accruing and non-accruing TDRs were $5.5 million and $0.2 million, respectively at December 31, 2022 and $6.7 million and $0.2 million, respectively at December 31, 2021.





There were no loans modified as TDR during 2022. There was one loan that was
modified as a TDR during the year ended December 31, 2021. The modification
involved a commercial and industrial loan that was granted a principal
forbearance. The pre- and post-modification recorded investment for this loan
was $235 thousand.

The average balance of impaired loans, including TDRs was $8.7 million and $11.0 million for the years ended December 31, 2022 and 2021, respectively. FNCB recognized interest on impaired loans of $335 thousand in 2022 and $305 thousand in 2021.

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 approximated $175 thousand and $215 thousand for the years ended December 31, 2022 and 2021, respectively.



For additional information about impaired loans and TDRs, see Note 4, "Loans" of
the notes to consolidated financial statements included in Item 8, "Financial
Statements and Supplementary Data" to this Annual Report on Form 10-K.

                                       34

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

Table of Contents

The following table presents the changes in non-performing loans for the years ended December 31, 2022 and 2021 . Loan foreclosures represent recorded investment at time of foreclosure not including the effect of any guarantees.

Changes in Non-performing Loans


                                                                  Year ended December 31,
(in thousands)                                                    2022               2021
Balance, January 1                                            $      3,863       $      5,581
Loans newly placed on non-accrual                                    2,325              1,375
Change in loans past due 90 days or more and still accruing             79                  -
Loans transferred to OREO                                                -               (138 )
Loans returned to performing status                                      -               (388 )
Loans charged-off                                                   (1,237 )             (735 )
Loans sold                                                            (925 )                -
Loan payments received                                              (1,263 )           (1,832 )
Balance, December 31                                          $      2,842       $      3,863

The following table presents accruing loan delinquencies and non-accrual loans as a percentage of gross loans at December 31, 2022 and 2021 :

Loan Delinquencies and Non-accrual Loans





                        December 31,
                       2022       2021
Accruing:
30-59 days              0.15 %     0.13 %
60-89 days              0.05       0.03
90+ days                0.01       0.00
Non-accrual             0.25       0.39
Total delinquencies     0.45 %     0.55 %




Total delinquencies as a percent of gross loans decreased  to 0.45% at December
31, 2022 from 0.55% at December 31, 2021. The most predominant factor
contributing to the decrease in total delinquencies was the $1.0 million
decrease in non-accrual loans; as previously mentioned, that resulted from the
sale of the $0.9 million in a non-performing commercial relationship.


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.


                                       35

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

Table of Contents





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 $14.2 million at December 31, 2022, an increase of $1.8
million, or 14.3%, from $12.4 million at December 31, 2021. The increase
resulted from a provision for loan and lease losses of $2.0 million offset by
net charge-offs of $185 thousand for the year ended December 31, 2022. The
increase in credit provisioning in 2022 was largely due to the increase in loan
volumes as FNCB's assets quality metrics were favorable throughout the year.



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 $34 thousand, or 0.2% , of the total ALLL at  December
31, 2022, compared to $26 thousand, or 0.2%, of the total ALLL at  December 31,
2021. A general reserve of $14.2 million was established for loans analyzed
collectively under ASC 450 " Contingencies" ("ASC 450"), which represented 99.8%
of the total ALLL of $14.2 million at  December 31, 2022. Included in the
general component of the ALLL were unallocated reserves of $1.1 million, for
both years ended  December 31, 2022 and 2021. 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. In 2020, management established an unallocated reserve
for the potential effect of economic uncertainty related to the pandemic.
Management believes the level of the unallocated reserve continues to be
appropriate at  December 31, 2022 due to continued economic uncertainty related
to global supply-chain issues, the war in Ukraine, current inflation levels,
monetary policy tightening, among other factors. At December 31, 2022,
management is not aware of any asset quality deterioration and FNCB has not
experienced an increase in credit losses related to these factors. The ratio of
the ALLL to total loans, net of net deferred loan origination fees and unearned
income at  December 31, 2022 and  December 31, 2021 was 1.26% and 1.27%,
respectively.



See Note 2, "Summary of Significant Accounting Policies" of the Notes to
Consolidated Financial Statements included in Item 8, "Financial Statements and
Supplementary Data" to this Annual Report on Form 10-K for additional
information about FNCB's adoption of Accounting Standards Update 2016-13,
Financial Instruments - Credit Losses (Topic 326): "Measurement of Credit Losses
on Financial Instruments."



The following table presents an allocation of the ALLL by major loan category
and percent of loans in each category to total loans at December 31, for each of
the last five years:



Allocation of the ALLL



                                                                                          December 31,
                            2022                             2021                             2020                             2019                             2018
                                 Percentage                       Percentage                       Percentage                       Percentage                       Percentage
                                of Loans in                      of Loans in                      of Loans in                      of Loans in                      of Loans in
                                    Each                             Each                             Each                             Each                             Each
(dollars in                     Category to                      Category to                      Category to                      Category to                      Category to

thousands) Allowance Total Loans Allowance Total Loans Allowance Total Loans Allowance Total Loans


  Allowance      Total Loans
Residential
real estate     $     2,215            22.28 %   $     2,081            23.86 %   $     1,715            21.73 %   $     1,147            22.73 %   $     1,175            22.09 %
Commercial
real estate           4,193            33.56           4,530            37.29           4,268            30.32           3,198            33.69           3,107            31.46
Construction,
land
acquisition
and
development             747             5.92             392             4.24             538             6.62             271             5.75             188             2.49
Commercial
and
industrial            4,099            24.22           2,670            19.67           2,619            26.39           1,997            17.86           2,552            18.08
Consumer              1,307             8.25           1,159             8.72           1,319             9.51           1,658            14.66           2,051            18.81
State and
political
subdivisions            503             5.78             455             6.22             405             5.43             253             5.31             417             7.07
Unallocated           1,129                -           1,129                -           1,086                -             426                -              29                -
Total           $    14,193           100.00 %   $    12,416           100.00 %   $    11,950           100.00 %   $     8,950           100.00 %   $     9,519           100.00 %




                                       36

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

Table of Contents





The following table presents an analysis of changes in the ALLL and the ratio of
net charge-offs (recoveries) to average loans by major loan category and certain
credit ratios for each of the last five years:



Reconciliation of the ALLL



                                                    For the Year Ended December 31,
(dollars in thousands)              2022          2021           2020           2019          2018
Balance, January 1,               $  12,416     $  11,950      $   8,950      $   9,519     $   9,034
Charge-offs:
Residential real estate                   3            14              -             27            63
Commercial real estate                    -            11            336              -         1,845
Construction, land acquisition
and development                           -             -              -             18             -
Commercial and industrial                69           218            254          1,258            97
Consumer                              1,234           543            975          1,311         1,134
State and political subdivision           -             -              -              -             -
Total charge-offs                     1,306           786          1,565          2,614         3,139
Recoveries of charged-off
loans:
Residential real estate                   3            17             43              9           135
Commercial real estate                  293           467            846             32            42
Construction, land acquisition
and development                          10            13              -             82            30
Commercial and industrial                30            74          1,220            364           291
Consumer                                785           515            515            761           576
State and political subdivision           -             -              -              -             -
Total recoveries                      1,121         1,086          2,624          1,248         1,074
Net charge-offs (recoveries)            185          (300 )       (1,059 )        1,366         2,065
Provision for loan and lease
losses                                1,962           166          1,941            797         2,550
Balance, December 31,             $  14,193     $  12,416      $  11,950      $   8,950     $   9,519

Net charge-offs (recoveries) to
average loans and leases
Residential real estate                   - %           - %        (0.03 )%        0.01 %       (0.05 )%
Commercial real estate                (0.02 )       (0.13 )        (0.16 )        (0.01 )        0.62
Construction, land acquisition
and development                           -         (0.02 )            -          (0.21 )       (0.13 )
Commercial and industrial              0.36          0.06          (0.43 )         0.59         (0.12 )
Consumer                               0.04          0.03           0.42           0.37          0.35
State and political subdivision        0.04             -              -              -             -
Net charge-offs (recoveries) to
average loans and leases               0.02 %       (0.03 )%       (0.12 )%        0.16 %        0.25 %

Ratios:
Allowance for loan and lease
losses to gross loans at period
end                                    1.26 %        1.27 %         1.33 %         1.08 %        1.13 %

Allowance for loan and lease
losses to non-accrual loans          513.68 %      321.41 %       214.12 %        98.52 %      202.70 %




Deposits



Management recognizes the importance of deposit growth as its primary funding
source for loan products and regularly evaluates new products and strategies
focused on growing commercial, consumer and municipal deposit relationships.
Deposit gathering shifted in 2022 and posed many challenges, as FNCB experienced
a return of cyclicality with respect to its municipal customers, while liquidity
pressures throughout the industry and heightened competition were the primary
factors that caused an increase in deposit rates.



                                       37

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

Table of Contents





Total deposits de creased $34.4 million, or 2.4%, to $1.421 billion at December
31, 2022  from $1.455 billion at December 31, 2021 . Interest-bearing deposits
decreased $20.1 million, or 1.8%, to $1.115 billion at December 31, 2022  from
$1.135 billion at December 31, 2021 . In addition, non-interest-bearing deposits
decreased $14.3 million, or 4.5%, to $305.8 million at December 31, 2022  from
$320.1 million at December 31, 2021 . With regard to interest-bearing deposits,
the decrease was primarily concentrated in interest-bearing demand accounts,
specifically money market transaction accounts, interest-bearing public funds
and interest-bearing business checking accounts. In total, interest-bearing
demand deposits decreased $49.4 million, or 5.8%, to $808.5 million at December
31, 2022  from $857.9 million at December 31, 2021 . Savings accounts
increased $14.2 million, or 10.6%, to $148.4 million at December 31, 2022 from
$134.2 million at December 31, 2021. Time deposits with balances $250 thousand
and over decreased $1.6 million, or 6.1%, to $24.9 million a t December 31, 2022
, from $26.5 million at December 31, 2021, while other time deposits increased
$16.6 million, or 14.3%, to $133.0 million at December 31, 2022 from $116.3
million at December 31, 2021. At December 31, 2022, other time deposits included
$20.0 million in brokered time deposits outstanding that are part of an interest
rate swap transaction, compared to $10.0 million at December 31, 2021.


Total deposits averaged $1.432 billion in 2022, an increase of $50.8 million, or
3.7%, compared to $1.381 billion in 2021. Non-interest-bearing demand deposits
averaged $1.1 million, or 0.3%, lower at $314.1 million in 2022 as compared to
$315.2 million in 2021. Interest-bearing deposits averaged $1.118 billion in
2022, an increase of $51.9 million, or 4.9%, from $1.066 billion in 2021. The
increase was concentrated in average interest-bearing demand deposits
which increased $50.8 million, or 6.6% comparing 2022 and 2021. Average savings
deposits increased $19.3 million, or 15.5%, to $144.3 million in 2022 from
$125.0 million in 2021. Partially offsetting these increases was a decrease of
$18.2 million, or 10.3%, in average time deposits, to $158.0 million in
2022 from $176.2 million in 2021. FNCB's deposit funding costs increased 12
basis points, to 0.36% in 2022 from 0.24% in 2021. Rates on interest-bearing
demand and savings deposits increased by 23 basis points and 5 basis points,
respectively, while time deposit rates decreased by 29 basis points, comparing
2022 and 2021. Given the rising interest rate environments and increasing
competition for deposits, management anticipates FNCB's deposit costs will
continue to increase in 2023.



The average balance of, and the rate paid on, the major classifications of deposits for the past three years are summarized in the following table:





Deposit Distribution



                                                   For the Year Ended December 31,
                                  2022                          2021                          2020
                          Average                       Average                       Average
(dollars in
thousands)                Balance         Rate          Balance         Rate          Balance         Rate
Interest-bearing
deposits:
Demand                  $   815,579          0.39 %   $   764,798          0.16 %   $   611,511          0.48 %
Savings                     144,343          0.12         125,022          0.07         101,847          0.10
Time                        157,991          0.37         176,245          0.66         195,140          1.22
Total
interest-bearing
deposits                  1,117,913          0.36 %     1,066,065          0.24 %       908,498          0.59 %

Non-interest-bearing
deposits                    314,105                       315,181                       242,017

Total deposits          $ 1,432,018                   $ 1,381,246                   $ 1,150,515

The following table presents the maturity distribution of time deposits in excess of insurance limit at December 31, 2022 and 2021:

Maturity Distribution of Time Deposits $250,000 or More





                               December 31,
(in thousands)               2022         2021
3 months or less           $ 10,009     $ 10,740
Over 3 through 6 months       4,524        5,354
Over 6 through 12 months      7,362        8,431
Over 12 months                3,007        2,006
Total                      $ 24,902     $ 26,531




                                       38

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


  Table of Contents



Borrowings



FNCB has an agreement with the FHLB of Pittsburgh which allows for borrowings,
either overnight or term, up to a maximum borrowing capacity based on a
percentage of qualifying loans pledged under a blanket pledge agreement. In
addition to pledging loans, FNCB is required to purchase FHLB of Pittsburgh
stock based upon the amount of credit extended. Loans that were pledged to
collateralize borrowings under this agreement were $482.1 million at December
31, 2022 and $478.3 million at December 31, 2021. FNCB's maximum borrowing
capacity was $394.7 million at December 31, 2022. There was $47.5 million in
letters of credit to secure municipal deposits outstanding at December 31,
2022 under this agreement. There were $139.4 million in overnight advances and
$32.7 million in term advances, that were hedged under interest-rate
swaps through the FHLB of Pittsburgh outstanding at December 31, 2022.



Advances through the Federal Reserve Bank Discount Window generally include
short-term advances which are fully collateralized by certain pledged loans of
$25.8 million under the Federal Reserve Bank's Borrower-in-Custody ("BIC")
program. There were no advances under the BIC program outstanding at December
31, 2022 and December 31, 2021. FNCB had available borrowing capacity of $19.0
million under this program at December 31, 2022.



FNCB also had $10.3 million of junior subordinated debentures outstanding at
December 31, 2022 and 2021. The interest rate on these debentures resets
quarterly at a spread of 1.67% above the current 3-month LIBOR rate. Upon the
expected phase-out of LIBOR on June 30, 2023, the interest rate on the
debentures will reset quarterly at a spread of 1.67% above 3-month CME Term SOFR
plus 0.26161%. CME Term SOFR are administered by CME Group Benchmark
Administration Limited (CBA) which is registered under Benchmarks (Amendment and
Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) is authorized
and supervised by the UK Financial Conduct Authority (FCA) and is aligned to the
IOSCO Principles for Financial Benchmarks. The average interest rate paid on the
junior subordinated debentures in 2022 was 3.47%, compared to 1.85% in 2021.



Average borrowed funds increased $97.3 million to $109.5 million in 2022 from
$12.2 million in 2021. The average rate paid on borrowed funds increased 91
basis points to 2.52% in 2022 from 1.61% in 2021. The increase in rate on
borrowed funds reflected higher average volumes of overnight and short-term
borrowings through the FHLB of Pittsburgh in 2022 as compared to 2021, as
short-term borrowing rates were at historical lows. Average borrowed funds in
2022 was comprised mainly of overnight advances through the FHLB of Pittsburgh.



See Note 8, "Borrowed Funds" of the Notes to Consolidated Financial Statements
included in Item 8, "Financial Statements and Supplementary Data" to this Annual
Report on Form 10-K for additional information about FNCB's borrowed funds.



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 and lease origination volumes, loan, lease 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 fluctuations in FNCB's liquidity position
daily and forecasts future liquidity needs. Additionally, management performs
periodic stress tests on FNCB's liquidity position that attempt to model in
varying degrees of stress in order to proactively develop 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 IntraFiSM 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. Cash and cash equivalents totaled
$41.9 million at December 31, 2022, a decrease of $57.1 million, or 57.7%, from
$99.0 million at December 31, 2021, as net cash outflows for investing
activities more than offset net cash inflows from operating and financing
activities.



Net cash outflows from investing activities used $184.6 million of cash and cash
equivalents during the year ended December 31, 2022. Accounting for the majority
of the net cash outflow was a net increase in loans and leases of $144.5
million, which reflected increased demand, ALCO initiatives to hold in portfolio
saleable 1-4 family residential mortgages, and the purchase of individual loans
and loan pools from third-party originators. Additionally, cash outflows for
purchases of available-for-sale debt securities, net of inflows for sales,
maturities, calls and repayments, were $26.2 million in 2022. Also contributing
to the net cash outflow for investing activities were purchases of $6.6 million
in restricted stock, $3.2 million in equity securities, $3.0 million in new BOLI
policies and $2.2 million for the initial investment in a LIHTC program.



Financing activities provided $107.5 million in net cash, which resulted
primarily from the proceeds from overnight and net term advances through the
FHLB of Pittsburgh, of $139.4 million and $12.7 million, respectively.
These inflows were slightly offset by the $34.4 million decrease in deposits,
net cash used to pay dividends to shareholder dividends of $6.5 million and to
repurchase shares of common stock totaling $3.6 million.  Operating activities
include net income, adjusted for the effects of non-cash transactions including,
among others, depreciation and amortization and the provision for loan and lease
losses, and is the primary source of cash flows from operations. In 2022,
operating activities provided FNCB with $20.0 million in net cash, which
reflected net income of $20.4 million, net of a reduction for non-cash negative
adjustments of $475 thousand.



                                       39

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

Table of Contents





Management is actively monitoring FNCB's liquidity position and capital adequacy
in light of the changing circumstances related to economic uncertainty,
liquidity constraints, current inflation levels, rising interest rates and
increased competition. Management believes that FNCB's current liquidity
position is sufficient to meet its cash flow needs as of December 31, 2022. In
addition to cash and cash equivalents of $41.9 million at December 31,
2022, FNCB had ample sources of additional liquidity including approximately
$394.5 million in available borrowing capacity with the FHLB of Pittsburgh, and
available borrowing capacity through The Federal Reserve Discount Window
of $19.0 million under the BIC program. In addition, FNCB had $75.0 million in
federal fund lines of credit available through correspondent banks at December
31, 2022, as well as access to wholesale deposit markets. While management
believes FNCB has adequate liquidity to meet its cash flow needs, they are
keenly aware that changes in general economic conditions, including inflation,
further increases in interest rates and competition, among other factors, could
pose potential stress on liquidity should deposits begin exiting the Bank and/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
continually monitors FNCB's liquidity positions and sources of available
liquidity in relation to funding and cash flow need and evaluates potential
sources of additional liquidity.  Management is currently evaluating FNCB's
ability to pledge equipment loans originated under 1st Equipment Finance and
increase borrowing capacity through the Federal Reserve Discount Window under
the BIC program.



Capital



A strong capital base is essential to the continued growth and profitability of
FNCB and is therefore a management priority. Management's principal capital
planning goals include providing an adequate return to shareholders, retaining a
sufficient base from which to provide for future growth, and complying with
applicable regulatory standards. As more fully described in Note 15, "Regulatory
Matters" to the notes to the consolidated financial statements included in Item
8 of this Annual Report on Form 10-K, regulatory authorities have prescribed
specified minimum capital ratios as guidelines for determining capital adequacy
to help assure the safety and soundness of financial institutions.



The following schedules present information regarding the Bank's risk-based capital at December 31, 2022 and 2021, and selected other capital ratios:





                                                                                                    Minimum
                                                                                  Minimum         Required To
                                                                 Minimum       Required For         Be Well
                                                                 Required         Capital         Capitalized
                                                                   For           Adequacy        Under Prompt
                                                                 Capital       Purposes with      Corrective
                                                                 Adequacy      Conservation         Action
                                          FNCB Bank              Purposes         Buffer          Regulations
(dollars in thousands)              Amount          Ratio         Ratio            Ratio             Ratio

December 31, 2022



Total capital (to risk-weighted
assets)                           $   169,984         13.11 %         8.00 %           10.50 %           10.00 %

Tier I capital (to
risk-weighted assets)                 154,842         11.94 %         6.00 %            8.50 %            8.00 %

Tier I common equity (to
risk-weighted assets)                 154,842         11.94 %         4.50 %            7.00 %            6.50 %

Tier I capital (to average
assets)                               154,842          8.77 %         4.00 %            4.00 %            5.00 %

Total risk-weighted assets          1,296,618

Total average assets                1,765,251




                                                                                                    Minimum
                                                                                  Minimum         Required To
                                                                 Minimum       Required For         Be Well
                                                                 Required         Capital         Capitalized
                                                                   For           Adequacy        Under Prompt
                                                                 Capital       Purposes with      Corrective
                                                                 Adequacy      Conservation         Action
                                          FNCB Bank              Purposes         Buffer          Regulations
(dollars in thousands)              Amount          Ratio         Ratio            Ratio             Ratio

December 31, 2021



Total capital (to risk-weighted
assets)                           $   161,957         14.64 %         8.00 %           10.50 %           10.00 %

Tier I capital (to
risk-weighted assets)                 148,958         13.46 %         6.00 %             8.5 %            8.00 %

Tier I common equity (to
risk-weighted assets)                 148,958         13.46 %         4.50 %            7.00 %            6.50 %

Tier I capital (to average
assets)                               148,958          8.92 %         4.00 %            4.00 %            5.00 %

Total risk-weighted assets          1,106,636

Total average assets                1,669,932




                                       40

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

Table of Contents

FNCB's total regulatory capital increased $8.0 million to $170.0 million at December 31, 2022 from $162.0 million at December 31, 2021. The Bank's risk-based capital ratios exceeded the minimum regulatory capital ratios required for adequately capitalized institutions. Based on the most recent notification from its primary regulators, the Bank was categorized as well capitalized at December 31, 2022 and 2021. There are no conditions or events since this notification that management believes have changed this category.





As of December 31, 2022, FNCB had 30,132,391 shares of common stock available
for future sale or share dividends. Quarterly market highs and lows, dividends
paid and known market makers are highlighted in Part I, Item 5, "Market for
Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities" of this Annual Report on Form 10-K. For further discussion of
FNCB's capital requirements and dividend limitations, refer to Note 15,
"Regulatory Matters," of the Notes to Consolidated Financial Statements included
in Item 8, "Financial Statements and Supplementary Data" of this Annual Report
on Form 10-K.


Additionally, FNCB has available 20,000,000 authorized shares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2022 and 2021.





On January 25, 2023, FNCB's Board of Directors authorized the repurchase of up
to 750,000 shares of FNCB's outstanding common stock may be acquired in the open
market commencing no earlier than March 3, 2023 and expiring on December 31,
2023 pursuant to a trading plan that was adopted in accordance with rule 10b5-1
of the Exchange Act. Repurchases under this program are administered through an
independent broker and are subjected to SEC regulations as well as certain
price, market volume and timing constraints specified in the trading plan. In
2022 and 2021, the Board of Directors had authorized a similar program under
which 384,830 and 330,759 common shares were repurchased, respectively.



FNCB's ability to pay dividends to its shareholders is largely dependent on the
Bank's ability to pay dividends to FNCB. Bank regulations limit the amount of
dividends that may be paid without prior approval of the Bank's regulatory
agency. Cash dividends declared and paid by FNCB during 2022 and 2021 were $0.33
per share and $0.27per share, respectively. FNCB offers a Dividend Reinvestment
and Stock Purchase plan ("DRP") to its shareholders. For the years ended
December 31, 2022 and 2021 dividend reinvestment shares were purchased in open
market transactions, while shares under the optional cash purchase feature of
the DRP were issued from authorized but unissued common shares. Shares of common
stock issued under the DRP totaled 5,089 and 12,189 for the years ended December
31, 2022 and 2021, respectively. Subsequent to December 31, 2022, on January 25,
2023, FNCB declared a $0.090 per share dividend payable on March 15, 2023 to
shareholders of record on March 1, 2023.



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 year ended December 31, 2022, 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. For a further
discussion of FNCB's off-balance sheet arrangements, refer to Note 13,
"Commitments, Contingencies, and Concentrations" to the Notes to Consolidated
Financial Statements included in Item 8, "Financial Statements and Supplementary
Data," of this Annual Report on Form 10-K.



The following table presents off-balance financial instruments whose contractual
amounts represent credit risk at December 31, 2022 and 2021. With the exception
of credit availability for certain commercial construction, land acquisition and
development loans having a 24-month draw period, all of the off-balance sheet
financial instruments outstanding at December 31, 2022 expire within one year of
their respective contract dates.



Off-Balance Sheet Commitments



                                    December 31,
(in thousands)                   2022          2021
Commitments to extend credit   $ 301,300     $ 273,883
Standby letters of credit         17,923        17,179



In order to provide for probable losses inherent in these instruments, FNCB recorded reserves for unfunded commitments of $949 thousand and $583 thousand at December 31, 2022 and 2021, respectively, which were included in other liabilities in the consolidated statements of financial condition.

Impact of Inflation and Changing Prices





The preparation of financial statements in conformity with GAAP requires
management to measure the FNCB's financial position and operating results
primarily in terms of historic dollars. Changes in the relative value of money
due to inflation or recession are generally not considered. The primary effect
of inflation on FNCB's operations is primarily related to increases in operating
expenses. Management considers changes in interest rates to impact our financial
condition and results of operations to a far greater degree than changes in
prices due to inflation. Although interest rates are greatly influenced by
changes in the inflation rate, they do not necessarily change at the same rate
or in the same magnitude as the inflation rate. FNCB manages interest rate risk
in several ways. Refer to "Interest Rate Risk" in Item 7A for further
discussion. There can be no assurance that FNCB will not be materially adversely
affected by future changes in interest rates, as interest rates are highly
sensitive to many factors that are beyond its control. Additionally, inflation
may adversely impact the financial condition of FNCB's borrowers and could
impact their ability to repay their loans, which could negatively affect FNCB's
asset quality through higher delinquency rates and increased charge-offs.
Management will carefully consider the impact of inflation and rising interest
rates on FNCB borrowers in managing credit risk related to the loan and lease
portfolio.



                                       41

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

Table of Contents

© Edgar Online, source Glimpses