Item 2.02 Results of Operations and Financial Condition.
On January 27, 2023, FNCB Bancorp, Inc. (the "Company") issued a press release
announcing its unaudited results of operations for the fourth quarter and year
ended December 31, 2022 and financial condition as of December 31, 2022. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. The information and exhibit contained in this Item 2.02 are
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 as amended (the "Exchange Act"), nor shall
it be incorporated by reference into any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
Item 5.02 Departure of Directors or Certain Officers; Elections of Directors;
Appointment of Certain Officers; Compensatory Arrangements for Certain
Officers
On January 25, 2023, the Board of Directors of the Company elected Dominick L.
DeNaples as a Class B Director, effective February 1, 2023, whose term will
expire in 2024. Mr. DeNaples will serve as a member on the Company's Risk
Committee. Mr. DeNaples was also elected to serve on the Board of Directors of
FNCB Bank (the "Bank"), the Company's wholly-owned subsidiary, and Mr. DeNaple's
shall serve on the Bank's Asset Liability Management Committee.
As a non-employee director, Mr. DeNaples will receive compensation in the same
manner as the Company's other non-employee directors, which cash compensation as
a director is a current annual retainer of $30,000 per year and will be prorated
for fiscal year 2023. The Company's non-employee directors are also eligible to
receive equity-based awards as compensation for their services as directors,
which is expected to next be granted in July 2023.
Mr. DeNaples had been an independent Director of the Company since 1998 and of
the Bank since 1987. Mr. DeNaples previously served as the Chairman of the
Board of Directors of FNCB and Bank from May 2010 through May 2019. Prior to May
2010, he served as Vice Chairman of the Boards of Directors of FNCB and Bank
from December 2009 until he was elected Chairman in May 2010.
There are no arrangements or understandings between Mr. DeNaples and any other
persons pursuant to which he was selected as a director. There are also no
transactions involving Mr. DeNaples and the Company that are required to be
reported under Item 404 (a) of Regulation S-K, except for loans, deposits,
credit cards, certificates of deposit and other money market instruments and
certain other banking transactions between the Bank on the one hand and Mr.
DeNaples, members of his immediate family, corporations or organizations of
which he serves as an executive officer or partner or of which he is the
beneficial owner of 10% or more of any class of securities, or associates of Mr.
DeNaples or his family members, on the other hand. Such transactions (i) were
made in the ordinary course of business, (ii) were made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons not related to the
Company or Bank and (iii) did not involve more than the normal risk of
collection or present other unfavorable features to the Bank.
Item 8.01 Other Events
FNCB announced today that on January 25, 2023 its Board of Directors authorized
a stock repurchase program under which up to 750,000 shares of its outstanding
common stock may be acquired in the open market between March 3, 2023 and
December 31, 2023 pursuant to a trading plan that may be adopted in accordance
with Rule 10b5-1 of the Exchange Act. Repurchases under the repurchase program
will be administered through an independent broker. Repurchases are subject to
SEC regulations as well as certain price, market volume and timing constraints
specified in the plan. A press release announcing the repurchase program was
issued and is attached hereto as Exhibit 99.1 and the disclosures under the
heading "Stock Repurchase Program" is incorporated by reference herein.
Forward-Looking Statements
FNCB may from time to time make written or oral "forward-looking statements,"
including statements contained in our filings with the Securities and Exchange
Commission ("SEC"), in our reports to shareholders, and in our other
communications, which are made in good faith by us pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with respect to FNCB's
beliefs, plans, objectives, goals, expectations, anticipations, estimates and
intentions, including statements with respect to new product offerings, that are
subject to significant risks and uncertainties, and are subject to change based
on various factors (some of which are beyond our control). The words "may,"
"could," "should," "will," "would," "believe," "anticipate," "estimate,"
"expect," "intend," "plan," "project," "future" and similar expressions are
intended to identify forward-looking statements. The following factors, among
others, could cause FNCB's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements: the effect of the novel Coronavirus Disease
2019 ("COVID-19") pandemic on FNCB and its customers, the Commonwealth of
Pennsylvania and the United States, related to the economy and overall financial
stability; government and regulatory responses to the COVID-19 pandemic;
government intervention in the U.S. financial system including the effects of
recent legislative, tax, accounting and regulatory actions and reforms,
including, but not limited to, the Coronavirus Aid, Relief, and Economic
Security Act (the "CARES Act"), the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the "Dodd-Frank Act") and the Tax Cuts and Jobs Act; political
instability; the ability of FNCB to manage credit risk; weakness in the economic
environment, in general, and within FNCB's market area; the deterioration of one
or a few of the commercial real estate loans with relatively large balances
contained in FNCB's loan portfolio; greater risk of loan defaults and losses
from concentration of loans held by FNCB, including those to insiders and
related parties; if FNCB's portfolio of loans to small and mid-sized
community-based businesses increases its credit risk; if FNCB's ALLL is not
sufficient to absorb actual losses or if increases to the ALLL were required;
FNCB is subject to interest-rate risk and any changes in interest rates could
negatively impact net interest income or the fair value of FNCB's financial
assets; if management concludes that the decline in value of any of FNCB's
investment securities is other-than-temporary could result in FNCB recording an
impairment loss; if FNCB's risk management framework is ineffective in
mitigating risks or losses to FNCB; if FNCB is unable to successfully compete
with others for business; a loss of depositor confidence resulting from changes
in either FNCB's financial condition or in the general banking industry; if
FNCB is unable to retain or grow its core deposit base; inability or
insufficient dividends from its subsidiary, FNCB Bank; if FNCB loses access to
wholesale funding sources; interruptions or security breaches of FNCB's
information systems; any systems failures or interruptions in information
technology and telecommunications systems of third parties on which FNCB
depends; security breaches; if FNCB's information technology is unable to keep
pace with growth or industry developments or if technological developments
result in higher costs or less advantageous pricing; the loss of management and
other key personnel; dependence on the use of data and modeling in both its
management's decision-making generally and in meeting regulatory expectations in
particular; additional risk arising from new lines of business, products,
product enhancements or services offered by FNCB; inaccuracy of appraisals and
other valuation techniques FNCB uses in evaluating and monitoring loans secured
by real property and other real estate owned; unsoundness of other financial
institutions; damage to FNCB's reputation; defending litigation and other
actions; dependence on the accuracy and completeness of information about
customers and counterparties; risks arising from future expansion or acquisition
activity; environmental risks and associated costs on its foreclosed real estate
assets; any remediation ordered, or adverse actions taken, by federal and state
regulators, including requiring FNCB to act as a source of financial and
managerial strength for the FNCB Bank in times of stress; costs arising from
extensive government regulation, supervision and possible regulatory enforcement
actions; new or changed legislation or regulation and regulatory initiatives;
noncompliance and enforcement action with the Bank Secrecy Act and other
anti-money laundering statutes and regulations; failure to comply with numerous
"fair and responsible banking" laws; any violation of laws regarding privacy,
information security and protection of personal information or another incident
involving personal, confidential or proprietary information of individuals; any
rulemaking changes implemented by the Consumer Financial Protection Bureau;
inability to attract and retain its highest performing employees due to
potential limitations on incentive compensation contained in proposed federal
agency rulemaking; any future increases in FNCB Bank's FDIC deposit insurance
premiums and assessments; and the success of FNCB at managing the risks involved
in the foregoing and other risks and uncertainties, including those detailed in
FNCB's filings with the SEC.
FNCB cautions that the foregoing list of important factors is not all inclusive.
Readers are also cautioned not to place undue reliance on any forward-looking
statements, which reflect management's analysis only as of the date of this
report, even if subsequently made available by FNCB on its website or otherwise.
FNCB does not undertake to update any forward-looking statement, whether written
or oral, that may be made from time to time by or on behalf of FNCB to reflect
events or circumstances occurring after the date of this Current Report on Form
8-K. Readers should carefully review the risk factors described in the Annual
Report and other documents that FNCB periodically files with the SEC, including
its most recent annual report on Form 10-K and its quarterly reports on Form
10-Q.
Item 9.01 Financial Statements and Exhibits
Exhibits:
99.1 Press Release issued January 27, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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