Document
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                                        to                                                      

Commission File Number 001-35292
LCNB Corp.
(Exact name of registrant as specified in its charter)
Ohio
 
 31-1626393
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)

2 North Broadway, Lebanon, Ohio 45036
(Address of principal executive offices, including Zip Code)

(513) 932-1414
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes         No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes         No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company ☐
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes         No
The number of shares outstanding of the issuer's common stock, without par value, as of May 1, 2018 was 10,041,668 shares.
 
 
 
 
 


Table of Contents



LCNB CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

1

Table of Contents



PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements

LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, except per share data)
 
 
March 31, 2018
 
December 31,
2017
 
 
(Unaudited)
 
ASSETS:
 
 
 
 
Cash and due from banks
 
$
12,713

 
$
21,159

Interest-bearing demand deposits
 
4,781

 
4,227

Total cash and cash equivalents
 
17,494

 
25,386

Investment securities:
 
 

 
 

Equity securities with a readily determinable fair value, at fair value
 
2,144

 
2,160

Equity securities without a readily determinable fair value, at cost
 
1,099

 
1,099

Debt securities, available-for-sale, at fair value
 
267,894

 
275,213

Debt securities, held-to-maturity, at cost
 
32,502

 
32,571

Federal Reserve Bank stock, at cost
 
2,732

 
2,732

Federal Home Loan Bank stock, at cost
 
3,638

 
3,638

Loans, net
 
853,128

 
845,657

Premises and equipment, net
 
34,595

 
34,927

Goodwill
 
30,183

 
30,183

Core deposit and other intangibles
 
3,600

 
3,799

Bank owned life insurance
 
28,171

 
27,985

Other assets
 
11,611

 
10,288

TOTAL ASSETS
 
$
1,288,791

 
$
1,295,638

 
 
 
 
 
LIABILITIES:
 
 

 
 

Deposits:
 
 

 
 

Noninterest-bearing
 
$
286,186

 
$
283,212

Interest-bearing
 
837,277

 
802,609

Total deposits
 
1,123,463

 
1,085,821

Short-term borrowings
 

 
47,000

Long-term debt
 
6,219

 
303

Accrued interest and other liabilities
 
10,525

 
12,243

TOTAL LIABILITIES
 
1,140,207

 
1,145,367

 
 
 
 
 
COMMITMENTS AND CONTINGENT LIABILITIES
 

 

 
 
 
 
 
SHAREHOLDERS' EQUITY:
 
 

 
 

Preferred shares – no par value, authorized 1,000,000 shares, none outstanding
 

 

Common shares – no par value; authorized 19,000,000 shares; issued 10,794,779 and 10,776,686 shares at March 31, 2018 and December 31, 2017, respectively
 
77,159

 
76,977

Retained earnings
 
88,933

 
87,301

Treasury shares at cost, 753,627 shares at March 31, 2018 and December 31, 2017
 
(11,665
)
 
(11,665
)
Accumulated other comprehensive loss, net of taxes
 
(5,843
)
 
(2,342
)
TOTAL SHAREHOLDERS' EQUITY
 
148,584

 
150,271

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
1,288,791

 
$
1,295,638


The accompanying notes to consolidated condensed financial statements are an integral part of these statements.

The consolidated condensed balance sheet as of December 31, 2017 has been derived from the audited consolidated balance sheet as of that day.

2

Table of Contents



LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
 
 
 
Three Months Ended 
 March 31,
 
 
 
2018
 
2017
INTEREST INCOME:
 
 
 
 
 
Interest and fees on loans
 
 
$
9,413

 
$
8,915

Dividends on equity securities with a readily determinable fair value
 
 
15

 
15

Dividends on equity securities without a readily determinable fair value
 
 
7

 
6

Interest on debt securities, taxable
 
 
931

 
1,072

Interest on debt securities non-taxable
 
 
704

 
799

Other investments
 
 
72

 
57

TOTAL INTEREST INCOME
 
 
11,142

 
10,864

INTEREST EXPENSE:
 
 
 

 
 

Interest on deposits
 
 
871

 
843

Interest on short-term borrowings
 
 
69

 
30

Interest on long-term debt
 
 
14

 
4

TOTAL INTEREST EXPENSE
 
 
954

 
877

NET INTEREST INCOME
 
 
10,188

 
9,987

PROVISION FOR LOAN LOSSES
 
 
79

 
15

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
 
 
10,109

 
9,972

NON-INTEREST INCOME:
 
 
 

 
 

Trust income
 
 
964

 
852

Service charges and fees on deposit accounts
 
 
1,305

 
1,222

Bank owned life insurance income
 
 
186

 
189

Gains from sales of loans
 
 
22

 
39

Other operating income
 
 
159

 
128

TOTAL NON-INTEREST INCOME
 
 
2,636

 
2,430

NON-INTEREST EXPENSE:
 
 
 

 
 

Salaries and employee benefits
 
 
4,977

 
4,526

Equipment expenses
 
 
253

 
211

Occupancy expense, net
 
 
727

 
568

State franchise tax
 
 
303

 
284

Marketing
 
 
132

 
143

Amortization of intangibles
 
 
185

 
185

FDIC insurance premiums
 
 
99

 
104

Contracted services
 
 
315

 
248

Other real estate owned
 
 
2

 
5

Merger-related expenses
 
 
758

 

Other non-interest expense
 
 
1,798

 
1,694

TOTAL NON-INTEREST EXPENSE
 
 
9,549

 
7,968

INCOME BEFORE INCOME TAXES
 
 
3,196

 
4,434

PROVISION FOR INCOME TAXES
 
 
483

 
1,188

NET INCOME
 
 
$
2,713

 
$
3,246

 
 
 
 
 
 
Dividends declared per common share
 
 
$
0.16

 
$
0.16

Earnings per common share:
 
 
 

 
 

Basic
 
 
$
0.27

 
$
0.32

Diluted
 
 
0.27

 
0.32

Weighted average common shares outstanding:
 
 
 

 
 

Basic
 
 
10,020,611

 
9,995,054

Diluted
 
 
10,028,588

 
10,002,878


The accompanying notes to consolidated condensed financial statements are an integral part of these statements.

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Table of Contents



LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
Net income
 
$
2,713

 
$
3,246

Other comprehensive income (loss):
 
 

 
 

Net unrealized gain (loss) on available-for-sale securities (net of taxes of $(792) and $256 for the three months ended March 31, 2018 and 2017, respectively)
 
(2,979
)
 
528

Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost (net of taxes of $1 for the three months ended March 31, 2018)
 
3

 

  Other comprehensive income (loss), net of tax
 
(2,976
)
 
528

TOTAL COMPREHENSIVE INCOME (LOSS)
 
$
(263
)
 
$
3,774


The accompanying notes to consolidated condensed financial statements are an integral part of these statements.


4

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LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands, except per share data)
(Unaudited)

 
 
Common Shares Outstanding
 
Common Stock
 
Retained
Earnings
 
Treasury
Shares
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total Shareholders'
Equity
Balance at December 31, 2016
 
9,998,025

 
$
76,490

 
$
80,736

 
$
(11,665
)
 
$
(2,617
)
 
$
142,944

Net income
 
 

 
 

 
3,246

 
 

 
 

 
3,246

Other comprehensive income, net of taxes
 
 

 
 

 
 

 
 

 
528

 
528

Dividend Reinvestment and Stock Purchase Plan
 
4,192

 
93

 
 

 
 

 
 

 
93

Exercise of stock options
 
3,398

 
51

 


 


 
 

 
51

Compensation expense relating to stock options
 
 

 
1

 
 

 
 

 
 

 
1

Compensation expense relating to restricted stock
 
4,027

 
56

 
 
 
 
 
 
 
56

Common stock dividends, $0.16 per share
 
 

 
 

 
(1,601
)
 
 

 
 

 
(1,601
)
Balance at March 31, 2017
 
10,009,642

 
$
76,691

 
$
82,381

 
$
(11,665
)
 
$
(2,089
)
 
$
145,318

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
10,023,059

 
$
76,977

 
$
87,301

 
$
(11,665
)
 
$
(2,342
)
 
$
150,271

Cumulative effect of changes in accounting principles (1)
 
 
 
 
 
525

 
 
 
(525
)
 

Balance at December 31, 2017, as adjusted
 
10,023,059

 
76,977

 
87,826

 
(11,665
)
 
(2,867
)
 
150,271

Net income
 
 

 
 

 
2,713

 
 

 
 

 
2,713

Other comprehensive loss, net of taxes
 
 

 
 

 
 

 
 

 
(2,976
)
 
(2,976
)
Dividend Reinvestment and Stock Purchase Plan
 
4,828

 
93

 
 

 
 

 
 

 
93

Exercise of stock options
 
2,631

 
33

 
 

 
 

 
 

 
33

Compensation expense relating to restricted stock
 
10,634

 
56

 
 
 
 
 
 
 
56

Common stock dividends, $0.16 per share
 
 

 
 

 
(1,606
)
 
 

 
 

 
(1,606
)
Balance at March 31, 2018
 
10,041,152

 
$
77,159

 
$
88,933

 
$
(11,665
)
 
$
(5,843
)
 
$
148,584

 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Represents the impact of adopting Accounting Standards Update No. 2018-02 and No. 2016-01. See Note 1 of the consolidated condensed financial statements for more information.

The accompanying notes to consolidated condensed financial statements are an integral part of these statements.


5

Table of Contents



LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
2,713

 
$
3,246

Adjustments to reconcile net income to net cash flows from operating activities:
 
 

 
 

Depreciation, amortization, and accretion
 
988

 
771

Provision for loan losses
 
79

 
15

Deferred income tax provision (benefit)
 
(871
)
 
466

Increase in cash surrender value of bank owned life insurance
 
(186
)
 
(189
)
Realized loss from equity securities
 
23

 

Realized gain from sales and impairment of premises and equipment
 
(1
)
 

Realized loss from sales and impairment of other real estate owned and repossessed assets
 

 
3

Origination of mortgage loans for sale
 
(868
)
 
(1,957
)
Realized gains from sales of loans
 
(22
)
 
(39
)
Proceeds from sales of mortgage loans
 
879

 
1,971

Compensation expense related to stock options
 

 
1

Compensation expense related to restricted stock
 
56

 
56

Changes in:
 
 

 
 

Accrued income receivable
 
(692
)
 
(652
)
Other assets
 
786

 
(631
)
Other liabilities
 
(1,468
)
 
(1,192
)
TOTAL ADJUSTMENTS
 
(1,297
)
 
(1,377
)
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
 
1,416

 
1,869

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 

 
 

Proceeds from sales of equity securities with a readily determinable fair value
 
65

 

Proceeds from maturities and calls of debt securities:
 
 

 
 

Available-for-sale
 
3,124

 
4,205

Held-to-maturity
 
589

 
5,398

Purchases of investment securities:
 
 

 
 

Equity securities with a readily determinable fair value
 
(71
)
 

Debt securities, available-for-sale
 

 
(9,916
)
Debt securities, held-to-maturity
 
(520
)
 
(2,850
)
Net increase (decrease) in loans
 
(7,488
)
 
8,263

Proceeds from sale of other real estate owned and repossessed assets
 

 
971

Purchases of premises and equipment
 
(86
)
 
(3,166
)
Proceeds from sale of premises and equipment
 
1

 

NET CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES
 
(4,386
)
 
2,905

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 

 
 

Net increase in deposits
 
37,642

 
37,293

Net decrease in short-term borrowings
 
(47,000
)
 
(26,083
)
Proceeds from long-term debt
 
6,000

 

Principal payments on long-term debt
 
(84
)
 
(118
)
Proceeds from issuance of common stock
 
11

 
12

Proceeds from exercise of stock options
 
33

 
51

Cash dividends paid on common stock
 
(1,524
)
 
(1,520
)
NET CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES
 
(4,922
)
 
9,635

NET CHANGE IN CASH AND CASH EQUIVALENTS
 
(7,892
)
 
14,409

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
 
25,386

 
18,865

CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
17,494

 
$
33,274

SUPPLEMENTAL CASH FLOW INFORMATION:
 
 

 
 

Interest paid
 
$
976

 
$
903

Income taxes paid
 

 
500

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
 
 

 
 

Transfer from loans to other real estate owned and repossessed assets
 

 
974


The accompanying notes to consolidated condensed financial statements are an integral part of these statements.

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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)


Note 1 - Basis of Presentation
 
Basis of Presentation
The accompanying unaudited interim consolidated condensed financial statements include LCNB Corp. ("LCNB") and its wholly-owned subsidiaries: LCNB National Bank (the "Bank") and LCNB Risk Management, Inc., a captive insurance company which was incorporated in Nevada during the second quarter 2017. All material intercompany transactions and balances are eliminated in consolidation.

The unaudited interim consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission (the "SEC").  Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations.  In the opinion of management, the unaudited interim consolidated financial statements include all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods, as required by Regulation S-X, Rule 10-01.

The consolidated condensed balance sheet as of December 31, 2017 has been derived from the audited consolidated balance sheet as of that day.

Certain prior period data presented in the financial statements have been reclassified to conform with the current year presentation.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.  These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies, and financial notes thereto included in LCNB's 2017 Annual Report on Form 10-K filed with the SEC.

Accounting Changes
ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)"
ASU No. 2014-09 was issued in May 2014 and was adopted by LCNB as of January 1, 2018. It supersedes most current revenue recognition guidance for contracts to transfer goods or services or other nonfinancial assets. Lease contracts, insurance contracts, and most financial instruments are not included in the scope of this update. ASU No. 2014-09 provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance enumerates five steps that entities should follow in achieving this core principle. Additional disclosures providing information about contracts with customers are required. Adoption did not have a material impact on LCNB's results of operations or financial position.

ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities"
ASU No. 2016-01 was issued in January 2016 and was adopted by LCNB as of January 1, 2018. It applies to all entities that hold financial assets or owe financial liabilities. It makes targeted changes to generally accepted accounting principles for public companies as follows:
1.
Requires most equity investments to be measured at fair value with changes in fair value recognized in net income.
2.
Simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value.
3.
Eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.
4.
Requires use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 1 - Basis of Presentation (continued)


5.
Requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
6.
Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.
7.
Clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets.

Adoption of ASU No. 2016-01 did not have a material impact on LCNB's results of operations or financial position. Upon adoption on January 1, 2018, LCNB reclassified net unrealized gain on equity securities, net of taxes, of $33,000 from accumulated other comprehensive income into retained earnings. Before adoption, equity securities were included with investment securities, available for sale in the consolidated condensed balance sheets and dividends received were included in interest on investment securities, taxable in the consolidated condensed statements of income. After adoption, equity securities are separate line items in the consolidated condensed balance sheets and the consolidated condensed statements of income. Changes in the fair value of equity securities are included in other operating income in the consolidated condensed statements of income.

ASU No. 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost"
ASU No. 2017-07 was issued in March 2017 and was adopted by LCNB as of January 1, 2018. It applies to all employers that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715. The amendments in this update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost, as defined, are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in this update are to be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement. Adoption of ASU No. 2017-07 did not have a material impact on LCNB's results of operations or financial position.

ASU No. 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting"
ASU No. 2017-09 was issued in May 2017 and was adopted by LCNB on January 1, 2018. It applies to any entity that changes the terms or conditions of a share-based payment award. The amendments in this update provide that an entity would not apply modification accounting under the guidance in Topic 718 if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments are to be applied prospectively and are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Adoption of ASU No. 2017-09 did not have a material impact on LCNB's results of operations or financial position.













.

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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 1 - Basis of Presentation (continued)


ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income"
ASU No. 2018-02 was issued in February 2018 and is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted and LCNB early adopted the ASU as of January 1, 2018. ASU No. 2018-02 addresses a narrow-scope financial reporting issue that arose as a consequence of the passage of H.R. 1, known as the “Tax Cuts and Jobs Act.” Generally Accepted Accounting Principles requires adjustment of deferred tax assets and liabilities for the effect of a change in tax laws or rates with the effect to be included in income from continuing operations in the reporting period that includes the enactment date. This guidance is applicable even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income rather than in income from continuing operations. As a consequence, the tax effects of items within accumulated other comprehensive income, referred to as stranded tax effects in the update, do not reflect the appropriate tax rate. The amendments in ASU No. 2018-02 allow a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects resulting from the Tax Cuts and Jobs Act. Because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. Upon adoption, LCNB reclassified stranded tax effects of $492,000 into retained earnings as of January 1, 2018.

Revenue Recognition
Accounting Standards Codification 606, "Revenue from Contracts with Customers" ("ASC 606") provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance enumerates five steps that entities should follow in achieving this core principle. Revenue generated from financial instruments, including loans and investment securities, are not included in the scope of ASC 606. The adoption of ASC 606 did not result in a change to the accounting for any of LCNB's revenue streams that are within the scope of the amendments. Revenue-generating activities that are within the scope of ASC 606 and that are presented as non-interest income in LCNB's consolidated statements of income include:

Fiduciary income - this includes periodic fees due from trust and investment services customers for managing the customers' financial assets. Fees are generally charged on a quarterly or annual basis and are recognized ratably throughout the period, as the services are provided on an ongoing basis.
Service charges and fees on deposit accounts - these include general service fees charged for deposit account maintenance and activity and transaction-based fees charged for certain services, such as debit card, wire transfer, or overdraft activities. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.


Note 2 – Acquisition

On December 20, 2017, LCNB and Columbus First Bancorp, Inc. (“CFB”) entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which CFB will merge with and into LCNB in an all-stock transaction. Immediately following the merger of CFB into LCNB, Columbus First Bank, a wholly-owned subsidiary of CFB, will be merged into the Bank. Columbus First Bank operates from one full-service office located in Worthington, Ohio. Subject to customary regulatory approvals, LCNB shareholder approval, and other conditions set forth in the Merger Agreement, the transaction is anticipated to close in the second quarter of 2018. At that time, Columbus First Bank's sole office will become a branch of the Bank.

Under the terms of the Merger Agreement, which has been unanimously approved by the Board of Directors of each company, the shareholders of CFB will be entitled to receive two LCNB common shares for each outstanding CFB common share. Any unexercised stock options of CFB will be canceled in exchange for a cash payment. Based on LCNB's closing share price of $19.00 as of March 31, 2018, the transaction is valued at $38.00 for each CFB share or approximately $60.4 million in aggregate. As of March 31, 2018, CFB has 1,589,516 shares outstanding, as well as 65,724 options with a weighted average strike price of $14.06 per share.


9

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 2 – Acquisition (continued)


The acquisition will be accounted for in accordance with applicable accounting guidance. Accordingly, the assets and liabilities of CFB will be recorded at their estimated fair values at the acquisition date. The excess of the estimated fair value of LCNB common shares issued over the net fair values of the assets acquired, including identifiable intangible assets and liabilities assumed, will be recorded as goodwill. The results of operations will be included in the consolidated income statement from the date of the acquisition. Goodwill will be subject to an annual test for impairment and the amount impaired, if any, will be charged to expense at the time of impairment.

The estimated fair values of the assets and liabilities have not yet been determined. The recorded amounts reflected on the historic financial records of CFB as of March 31, 2018 include total assets of approximately $324.1 million, consisting primarily of net loans of $276.9 million and interest-bearing deposits of $31.1 million. Recorded liabilities totaling approximately $290.7 million consisted primarily of deposits totaling $253.7 million.


10

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 3 - Investment Securities
 
The amortized cost and estimated fair value of equity and debt securities at March 31, 2018 and December 31, 2017 are summarized as follows (in thousands):
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
March 31, 2018
 
 
 
 
 
 
 
Debt Securities, Available-for-Sale:
 
 
 
 
 
 
 
U.S. Treasury notes
$
2,281

 
$

 
$
63

 
$
2,218

U.S. Agency notes
84,806

 
4

 
2,900

 
81,910

U.S. Agency mortgage-backed securities
65,412

 
23

 
2,212

 
63,223

Municipal securities:
 

 
 

 
 

 
 

Non-taxable
102,625

 
131

 
2,050

 
100,706

Taxable
19,957

 
123

 
243

 
19,837

 
$
275,081

 
$
281

 
$
7,468

 
$
267,894

 
 
 
 
 
 
 
 
Debt Securities, Held-to-Maturity:
 
 
 
 
 
 
 
Municipal securities:
 
 
 
 
 
 
 
Non-taxable
$
28,802

 
$
31

 
$
614

 
$
28,219

Taxable
3,700

 

 
197

 
3,503

 
$
32,502

 
$
31

 
$
811

 
$
31,722

 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
Equity Securities with a Readily Determinable Fair Value:
 
 
 
 
 
 
 
Mutual funds
$
1,586

 
2

 
46

 
1,542

Trust preferred securities
49

 
1

 

 
50

Equity securities
$
475

 
97

 
4

 
568

 
2,110

 
$
100

 
$
50

 
$
2,160

 
 
 
 
 
 
 
 
Debt Securities, Available-for-Sale:
 
 
 
 
 
 
 
U.S. Treasury notes
$
2,283

 
$

 
$
24

 
$
2,259

U.S. Agency notes
84,837

 
57

 
1,633

 
83,261

U.S. Agency mortgage-backed securities
68,347

 
33

 
1,227

 
67,153

Municipal securities:
 

 
 

 
 

 
 

Non-taxable
102,849

 
343

 
1,018

 
102,174

Taxable
20,313

 
175

 
122

 
20,366

 
$
278,629

 
$
608

 
$
4,024

 
$
275,213

 
 
 
 
 
 
 
 
Debt Securities, Held-to-Maturity:
 
 
 
 
 
 
 
Municipal securities:
 
 
 
 
 
 
 
Non-taxable
$
28,871

 
$
101

 
$
227

 
$
28,745

Taxable
3,700

 

 
95

 
3,605

 
$
32,571

 
$
101

 
$
322

 
$
32,350


11

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 3 - Investment Securities (continued)


Information concerning debt securities with gross unrealized losses at March 31, 2018 and December 31, 2017, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (dollars in thousands):
 
Less than Twelve Months
 
Twelve Months or Greater
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
March 31, 2018
 
 
 
 
 
 
 
Available-for-Sale:
 
 
 
 
 
 
 
U.S. Treasury notes
$
2,218

 
$
63

 
$

 
$

U.S. Agency notes
33,216

 
778

 
43,696

 
2,122

U.S. Agency mortgage-backed securities
23,495

 
462

 
38,760

 
1,750

Municipal securities:
 

 
 

 
 
 
 
Non-taxable
57,079

 
815

 
23,598

 
1,235

Taxable
15,808

 
225

 
1,381

 
18

 
$
131,816

 
$
2,343

 
$
107,435

 
$
5,125

 
 
 
 
 
 
 
 
Held-to-Maturity:
 
 
 
 
 
 
 
Municipal securities:
 
 
 
 
 
 
 
  Non-taxable
$
17,357

 
514

 
3,535

 
100

  Taxable
400

 

 
3,104

 
197

 
$
17,757

 
$
514

 
$
6,639

 
$
297

 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
Available-for-Sale:
 
 
 
 
 
 
 
U.S. Treasury notes
$
2,259

 
$
24

 
$

 
$

U.S. Agency notes
33,651

 
344

 
44,560

 
1,289

U.S. Agency mortgage-backed securities
24,433

 
142

 
41,080

 
1,085

Municipal securities:
 

 
 

 
 

 
 
Non-taxable
36,348

 
315

 
24,197

 
703

Taxable
11,068

 
114

 
1,032

 
8

 
$
107,759

 
$
939

 
$
110,869

 
$
3,085

 
 
 
 
 
 
 
 
Held-to-Maturity:
 
 
 
 
 
 
 
Municipal securities:
 
 
 
 
 
 
 
  Non-taxable
$
9,824

 
$
133

 
$
3,542

 
$
94

  Taxable

 

 
3,205

 
95

 
$
9,824

 
$
133

 
$
6,747

 
$
189


Management has determined that the unrealized losses at March 31, 2018 are primarily due to fluctuations in market interest rates and do not reflect credit quality deterioration of the securities.   Because LCNB does not have the intent to sell the investments and it is more likely than not that LCNB will not be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, LCNB does not consider these investments to be other-than-temporarily impaired.





12

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 3 - Investment Securities (continued)


Contractual maturities of debt securities at March 31, 2018 were as follows (in thousands).  Actual maturities may differ from contractual maturities when issuers have the right to call or prepay obligations.
 
Available-for-Sale
 
Held-to-Maturity
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Due within one year
$
14,575

 
$
14,576

 
$
4,023

 
$
4,022

Due from one to five years
94,912

 
93,591

 
4,111

 
4,020

Due from five to ten years
97,963

 
94,408

 
8,469

 
8,261

Due after ten years
2,219

 
2,096

 
15,899

 
15,419

 
209,669

 
204,671

 
32,502

 
31,722

U.S. Agency mortgage-backed securities
65,412

 
63,223

 

 

 
$
275,081

 
$
267,894

 
$
32,502

 
$
31,722


Debt securities with a market value of $125,490,000 and $108,751,000 at March 31, 2018 and December 31, 2017, respectively, were pledged to secure public deposits and for other purposes required or as permitted by law.
 
 
 
 
 
Realized gains or losses from the sale of securities are computed using the specific identification method.

Beginning January 1, 2018, equity securities with a readily determanable fair value are carried at fair value, with changes in fair value recognized in other operating income in the consolidated condensed statements of income. Equity securities without a readily determinable fair value are measured at cost minus impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions, as defined, for identical or similar investments of the same issuer. LCNB was not aware of any impairment or observable price change adjustments that needed to be made at March 31, 2018 on its investments in equity securities without a readily determinable fair value.

The amortized cost and estimated fair value of equity securities with a readily determinable fair value at March 31, 2018 are summarized as follows (in thousands):
 
Amortized
Cost
 
Fair
Value
Mutual funds
$
1,613

 
$
1,548

Trust preferred securities
49

 
50

Equity securities
478

 
546

Total equity securities with a readily determinable fair value
$
2,140

 
$
2,144


Certain information concerning changes in fair value of equity securities with a readily determinable fair value for the three months ended March 31, 2018 was as follows (in thousands):
Net gains (losses) recognized
$
(23
)
Less: net gains (losses) recognized on equity securities sold
23

Unrealized gains (losses) recognized and still held at period end
$
(46
)

13

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 4 - Loans
 
Major classifications of loans at March 31, 2018 and December 31, 2017 are as follows (in thousands):
 
March 31, 2018
 
December 31, 2017
Commercial and industrial
$
37,118

 
$
36,057

Commercial, secured by real estate
542,890

 
527,947

Residential real estate
246,487

 
251,582

Consumer
17,176

 
17,450

Agricultural
12,217

 
15,194

Other loans, including deposit overdrafts
506

 
539

 
856,394

 
848,769

Deferred origination costs, net
263

 
291

 
856,657

 
849,060

Less allowance for loan losses
3,529

 
3,403

Loans, net
$
853,128

 
$
845,657


Loans acquired through mergers are recorded at fair value with no carryover of the acquired entity's previously established allowance for loan losses.  The excess of expected cash flows over the estimated fair value of acquired loans is recognized as interest income over the remaining contractual lives of the loans using the level yield method. Subsequent decreases in expected cash flows will require additions to the allowance for loan losses.  Subsequent improvements in expected cash flows result in the recognition of additional interest income over the then-remaining contractual lives of the loans.

Impaired loans acquired are accounted for under FASB Accounting Standards Codification ("ASC") 310-30.  Factors considered in evaluating whether an acquired loan was impaired include delinquency status and history, updated borrower credit status, collateral information, and updated loan-to-value information.  The difference between contractually required payments at the time of acquisition and the cash flows expected to be collected is referred to as the nonaccretable difference. The interest component of the cash flows expected to be collected is referred to as the accretable yield and is recognized as interest income over the remaining contractual life of the loan using the level yield method.   Subsequent decreases in expected cash flows will require additions to the allowance for loan losses.  Subsequent improvements in expected cash flows will result in a reclassification from the nonaccretable difference to the accretable yield.
 
Non-accrual, past-due, and accruing restructured loans as of March 31, 2018 and December 31, 2017 are as follows (in thousands):
 
March 31, 2018
 
December 31, 2017
Non-accrual loans:
 
 
 
Commercial and industrial
$

 
$

Commercial, secured by real estate
1,876

 
2,183

Residential real estate
691

 
604

Consumer

 

Agricultural
177

 
178

Total non-accrual loans
2,744

 
2,965

Past-due 90 days or more and still accruing
146

 

Total non-accrual and past-due 90 days or more and still accruing
2,890

 
2,965

Accruing restructured loans
10,366

 
10,469

Total
$
13,256

 
$
13,434



14

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 4 – Loans (continued)


The allowance for loan losses for the three months ended March 31, 2018 and 2017 are as follows (in thousands):
 
Commercial
& Industrial
 
Commercial, Secured by
Real Estate
 
Residential
Real Estate
 
Consumer
 
Agricultural
 
Other
 
Total
Three Months Ended March 31, 2018
Balance, beginning of year
$
378

 
$
2,178

 
$
717

 
$
76

 
$
53

 
$
1

 
$
3,403

Provision charged to expenses
15

 
(131
)
 
186

 
8

 
(9
)
 
10

 
79

Losses charged off

 
(29
)
 
(35
)
 
(11
)
 

 
(31
)
 
(106
)
Recoveries

 
125

 
1

 
5

 

 
22

 
153

Balance, end of period
$
393

 
$
2,143

 
$
869

 
$
78

 
$
44

 
$
2

 
$
3,529

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
Balance, beginning of year
$
350

 
$
2,179

 
$
885

 
$
96

 
$
60

 
$
5

 
3,575

Provision charged to expenses
(2
)
 
90

 
(107
)
 
23

 
6

 
5

 
15

Losses charged off

 
(262
)
 
(17
)
 
(45
)
 

 
(30
)
 
(354
)
Recoveries
5

 

 
48

 
17

 

 
22

 
92

Balance, end of period
$
353

 
$
2,007

 
$
809

 
$
91

 
$
66

 
$
2

 
$
3,328


15

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 4 – Loans (continued)


A breakdown of the allowance for loan losses and the loan portfolio by loan segment at March 31, 2018 and December 31, 2017 are as follows (in thousands):
 
Commercial
& Industrial
 
Commercial, Secured by
Real Estate
 
Residential
Real Estate
 
Consumer
 
Agricultural
 
Other
 
Total
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
11

 
$
4

 
$
189

 
$
12

 
$

 
$

 
$
216

Collectively evaluated for impairment
382

 
2,139

 
680

 
66

 
44

 
2

 
3,313

Acquired credit impaired loans

 

 

 

 

 

 

Balance, end of period
$
393

 
$
2,143

 
$
869

 
$
78

 
$
44

 
$
2

 
$
3,529

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
294

 
$
10,879

 
$
1,468

 
$
46

 
$
178

 
$

 
$
12,865

Collectively evaluated for impairment
36,603

 
527,656

 
243,526

 
17,240

 
12,053

 
94

 
837,172

Acquired credit impaired loans
258

 
3,989

 
1,961

 

 

 
412

 
6,620

Balance, end of period
$
37,155

 
$
542,524

 
$
246,955

 
$
17,286

 
$
12,231

 
$
506

 
$
856,657

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
8

 
$
146

 
$
29

 
$
8

 
$

 
$

 
$
191

Collectively evaluated for impairment
370

 
2,032

 
688

 
68

 
53

 
1

 
3,212

Acquired credit impaired loans

 

 

 

 

 

 

Balance, end of period
$
378

 
$
2,178

 
$
717

 
$
76

 
$
53

 
$
1

 
$
3,403

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
303

 
$
11,289

 
$
1,351

 
$
47

 
$
177

 
$

 
$
13,167

Collectively evaluated for impairment
34,792

 
512,259

 
248,674

 
17,516

 
15,033

 
137

 
828,411

Acquired credit impaired loans
1,008

 
4,048

 
2,024

 

 

 
402

 
7,482

Balance, end of period
$
36,103

 
$
527,596

 
$
252,049

 
$
17,563

 
$
15,210

 
$
539

 
$
849,060



16

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 4 – Loans (continued)


The risk characteristics of LCNB's material loan portfolio segments are as follows:

Commercial and Industrial Loans. LCNB’s commercial and industrial loan portfolio consists of loans for various purposes, including loans to fund working capital requirements (such as inventory and receivables financing) and purchases of machinery and equipment.  LCNB offers a variety of commercial and industrial loan arrangements, including term loans, balloon loans, and lines of credit.  Most commercial and industrial loans have a variable rate, with adjustment periods ranging from one month to five years.  Adjustments are generally based on a publicly available index rate plus a margin.  The margin varies based on the terms and collateral securing the loan.  Commercial and industrial loans are offered to businesses and professionals for short and medium terms on both a collateralized and uncollateralized basis. Commercial and industrial loans typically are underwritten on the basis of the borrower’s ability to make repayment from the cash flow of the business.  Collateral, when obtained, may include liens on furniture, fixtures, equipment, inventory, receivables, or other assets.  As a result, such loans involve complexities, variables, and risks that require thorough underwriting and more robust servicing than other types of loans.

Commercial, Secured by Real Estate Loans.  Commercial real estate loans include loans secured by a variety of commercial, retail, and office buildings, religious facilities, multifamily (more than two-family) residential properties, construction and land development loans, and other land loans. Commercial real estate loan products generally amortize over five to twenty-five years and are payable in monthly principal and interest installments.  Some have balloon payments due within one to ten years after the origination date.  Many have adjustable interest rates with adjustment periods ranging from one to ten years, some of which are subject to established “floor” interest rates.

Commercial real estate loans are underwritten based on the ability of the property, in the case of income producing property, or the borrower’s business to generate sufficient cash flow to amortize the debt. Secondary emphasis is placed upon global debt service, collateral value, financial strength of any guarantors, and other factors. Commercial real estate loans are generally originated with a 75% to 80% maximum loan to appraised value ratio, depending upon borrower occupancy.

Residential Real Estate Loans.  Residential real estate loans include loans secured by first or second mortgage liens on one to two-family residential property.  Home equity lines of credit and mortgage loans secured by owner-occupied agricultural property are included in this category.  First and second mortgage loans are generally amortized over five to thirty years with monthly principal and interest payments.  Home equity lines of credit generally have a five year draw period with interest only payments followed by a repayment period with monthly payments based on the amount outstanding.  LCNB offers both fixed and adjustable rate mortgage loans.  Adjustable rate loans are available with adjustment periods ranging between one to ten years and adjust according to an established index plus a margin, subject to certain floor and ceiling rates.  Home equity lines of credit have a variable rate based on the Wall Street Journal prime rate plus a margin.

LCNB does not originate reverse mortgage loans or residential real estate loans generally considered to be “subprime.”

Residential real estate loans are underwritten primarily based on the borrower’s ability to repay, prior credit history, and the value of the collateral.  LCNB generally requires private mortgage insurance for first mortgage loans that have a loan to appraised value ratio of greater than 80%.
Consumer Loans.  LCNB’s portfolio of consumer loans generally includes secured and unsecured loans to individuals for household, family and other personal expenditures.  Secured loans include loans to fund the purchase of automobiles, recreational vehicles, boats, and similar acquisitions. Consumer loans made by LCNB generally have fixed rates and terms ranging up to 72 months, depending upon the nature of the collateral, size of the loan, and other relevant factors.

Consumer loans generally have higher interest rates, but pose additional risks of collectibility and loss when compared to certain other types of loans. Collateral, if present, is generally subject to damage, wear, and depreciation.  The borrower’s ability to repay is of primary importance in the underwriting of consumer loans.

Agricultural Loans.  LCNB’s portfolio of agricultural loans includes loans for financing agricultural production or for financing the purchase of equipment used in the production of agricultural products.  LCNB’s agricultural loans are generally secured by farm machinery, livestock, crops, vehicles, or other agricultural-related collateral.

17

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 4 – Loans (continued)


LCNB uses a risk-rating system to quantify loan quality.  A loan is assigned to a risk category based on relevant information about the ability of the borrower to service the debt including, but not limited to, current financial information, historical payment experience, credit documentation, public information, and current economic trends.  The categories used are:

Pass – loans categorized in this category are higher quality loans that do not fit any of the other categories described below.
Other Assets Especially Mentioned ("OAEM") – loans in this category are currently protected but are potentially weak. These loans constitute a risk but not to the point of justifying a classification of substandard.  The credit risk may be relatively minor yet constitute an undue risk in light of the circumstances surrounding a specific asset.
Substandard – loans in this category are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the possibility that LCNB will sustain some loss if the deficiencies are not corrected.
Doubtful – loans classified in this category have all the weaknesses inherent in loans classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
 
A breakdown of the loan portfolio by credit quality indicators at March 31, 2018 and December 31, 2017 is as follows (in thousands):
 
Pass
 
OAEM
 
Substandard
 
Doubtful
 
Total
March 31, 2018
 
 
 
 
 
 
 
 
 
Commercial & industrial
$
36,716

 
$
155

 
$
284

 
$

 
$
37,155

Commercial, secured by real estate
523,298

 
796

 
18,430

 

 
542,524

Residential real estate
244,998

 

 
1,957

 

 
246,955

Consumer
17,252

 

 
34

 

 
17,286

Agricultural
11,669

 

 
562

 

 
12,231

Other
506

 

 

 

 
506

Total
$
834,439

 
$
951

 
$
21,267

 
$

 
$
856,657

 
 
 
 
 
 
 
 
 
 
December 31, 2017
 

 
 

 
 

 
 

 
 

Commercial & industrial
$
35,683

 
$
176

 
$
244

 
$

 
$
36,103

Commercial, secured by real estate
506,833

 
2,180

 
18,583

 

 
527,596

Residential real estate
250,039

 

 
2,010

 

 
252,049

Consumer
17,522

 

 
41

 

 
17,563

Agricultural
14,233

 

 
977

 

 
15,210

Other
539

 

 

 

 
539

Total
$
824,849

 
$
2,356

 
$
21,855

 
$

 
$
849,060















18

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 4 – Loans (continued)


A loan portfolio aging analysis at March 31, 2018 and December 31, 2017 is as follows (in thousands):
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
90 Days
Past Due
 
Total
Past Due
 
Current
 
Total Loans
Receivable
 
Total Loans Greater Than
90 Days and
Accruing
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
$
6

 
$

 
$

 
$
6

 
$
37,149

 
$
37,155

 
$

Commercial, secured by real estate
59

 

 
335

 
394

 
542,130

 
542,524

 

Residential real estate
420

 
77

 
576

 
1,073

 
245,882

 
246,955

 
146

Consumer
30

 
8

 

 
38

 
17,248

 
17,286

 

Agricultural
185

 

 
177

 
362

 
11,869

 
12,231

 

Other
42

 

 

 
42

 
464

 
506

 

Total
$
742

 
$
85

 
$
1,088

 
$
1,915

 
$
854,742

 
$
856,657

 
$
146

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial & industrial
$

 
$

 
$

 
$

 
$
36,103

 
$
36,103

 
$

Commercial, secured by real estate
124

 

 
598

 
722

 
526,874

 
527,596

 

Residential real estate
362

 
135

 
496

 
993

 
251,056

 
252,049

 

Consumer
29

 
2

 

 
31

 
17,532

 
17,563

 

Agricultural

 

 
177

 
177

 
15,033

 
15,210

 

Other
82

 

 

 
82

 
457

 
539

 

Total
$
597

 
$
137

 
$
1,271

 
$
2,005

 
$
847,055

 
$
849,060

 
$


Impaired loans, including acquired credit impaired loans, at March 31, 2018 and December 31, 2017 are as follows (in thousands):
 
March 31, 2018
 
December 31, 2017
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
$
264

 
$
348

 
$

 
$
1,015

 
$
1,100

 
$

Commercial, secured by real estate
14,713

 
15,504

 

 
12,677

 
13,608

 

Residential real estate
2,688

 
3,413

 

 
2,822

 
3,516

 

Consumer
6

 
6

 

 
6

 
6

 

Agricultural
178

 
178

 

 
177

 
177

 

Other
412

 
553

 

 
402

 
554

 

Total
$
18,261

 
$
20,002

 
$

 
$
17,099

 
$
18,961

 
$

 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 

 
 

 
 

Commercial & industrial
$
288

 
$
288

 
$
11

 
$
296

 
$
301

 
$
8

Commercial, secured by real estate
155

 
155

 
4

 
2,660

 
2,660

 
146

Residential real estate
741

 
772

 
189

 
553

 
572

 
29

Consumer
40

 
40

 
12

 
41

 
41

 
8

Agricultural

 

 

 

 

 

Other

 

 

 

 

 

Total
$
1,224

 
$
1,255

 
$
216

 
$
3,550

 
$
3,574

 
$
191

 
 
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 

 
 

 
 

Commercial & industrial
$
552

 
$
636

 
$
11

 
$
1,311

 
$
1,401

 
$
8

Commercial, secured by real estate
14,868

 
15,659

 
4

 
15,337

 
16,268

 
146

Residential real estate
3,429

 
4,185

 
189

 
3,375

 
4,088

 
29

Consumer
46

 
46

 
12

 
47

 
47

 
8

Agricultural
178

 
178

 

 
177

 
177

 

Other
412

 
553

 

 
402

 
554

 

Total
$
19,485

 
$
21,257

 
$
216

 
$
20,649

 
$
22,535

 
$
191


19

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 4 – Loans (continued)


The following presents information related to the average recorded investment and interest income recognized on impaired loans, including acquired credit impaired loans, for the three months ended March 31, 2018 and 2017 (in thousands):
 
2018
 
2017
 
Average Recorded Investment
 
Interest Income Recognized
 
Average Recorded Investment
 
Interest Income Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
Commercial & industrial
$
639

 
$
11

 
$
261

 
$
26

Commercial, secured by real estate
14,991

 
196

 
15,859

 
186

Residential real estate
2,791

 
45

 
3,219

 
89

Consumer
6

 

 
21

 

Agricultural
177

 

 
334

 

Other
407

 
11

 
463

 
18

Total
$
19,011

 
$
263

 
$
20,157

 
$
319

 
 
 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

 
 

Commercial & industrial
$
291

 
$
4

 
$
322

 
$
4

Commercial, secured by real estate
157

 
3

 
1,931

 
24

Residential real estate
755

 
9

 
704

 
8

Consumer
41

 
1

 
52

 
1

Agricultural

 

 

 

Other

 

 

 

Total
$
1,244

 
$
17

 
$
3,009

 
$
37

 
 
 
 
 
 
 
 
Total:
 

 
 

 
 

 
 

Commercial & industrial
$
930

 
$
15

 
$
583

 
$
30

Commercial, secured by real estate
15,148

 
199

 
17,790

 
210

Residential real estate
3,546

 
54

 
3,923

 
97

Consumer
47

 
1

 
73

 
1

Agricultural
177

 

 
334

 

Other
407

 
11

 
463

 
18

Total
$
20,255

 
280

 
$
23,166

 
$
356


Of the interest income recognized on impaired loans during the three months ended March 31, 2018 and 2017, approximately $20,000 and $0, respectively, were recognized on a cash basis.

Loan modifications that were classified as troubled debt restructurings during the three months ended March 31, 2018 and 2017 are as follows (dollars in thousands):
 
2018
 
2017
 
Number
of Loans
 
Pre-Modification Recorded Balance
 
Post-Modification Recorded Balance
 
Number
of Loans
 
Pre-Modification Recorded Balance
 
Post-Modification Recorded Balance
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial

 
$

 
$

 

 
$

 
$

Commercial, secured by real estate

 

 

 

 

 

Residential real estate

 

 

 
1

 
18

 
9

Consumer

 

 

 
1

 
14

 
14

Total

 
$

 
$

 
2

 
$
32

 
$
23









20

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 4 – Loans (continued)


Each restructured loan is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s ability to pay the debt as modified.  Modifications may include interest only payments for a period of time, temporary or permanent reduction of the loan’s interest rate, capitalization of delinquent interest, forgiveness of principal, or extensions of the maturity date. Post-modification balances of newly restructured troubled debt by type of modification for the three months ended March 31, 2018 and 2017 were as follows (in thousands):
 
Term Modification
 
Rate Modification
 
Interest Only
 
Principal Forgiveness
 
Combination
 
Total Modifications
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
$

 
$

 
$

 
$

 
$

 
$

Commercial, secured by real estate

 

 

 

 

 

Residential real estate

 

 

 

 

 

Consumer

 

 

 

 

 

Total
$

 
$

 
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
$

 
$

 
$

 
$

 
$

 
$

Commercial, secured by real estate

 

 

 

 

 

Residential real estate

 

 

 
9

 

 
9

Consumer
14

 

 

 

 

 
14

Total
$
14

 
$

 
$

 
$
9

 
$

 
$
23


LCNB is not committed to lend additional funds to borrowers whose loan terms were modified in a troubled debt restructuring.

Two commercial, secured by real estate loans to the same borrower totaling $1,236,000 that were modified during the fourth quarter 2016 subsequently defaulted in February 2017. There were no troubled debt restructurings that subsequently defaulted within twelve months of the restructuring date for the three months ended March 31, 2018 and that remained in default at period end.

No impaired loans without a valuation allowance and no impaired loans with a valuation allowance at March 31, 2018 consisted of loans that were modified during the three months ended March 31, 2018 and were determined to be troubled debt restructurings.  Approximately $23,000 of impaired loans without a valuation allowance and $0 of impaired loans with a valuation allowance at March 31, 2017 consisted of loans that were modified during the three months ended March 31, 2017 and were determined to be troubled debt restructurings.

Mortgage loans sold to and serviced for the Federal Home Loan Mortgage Corporation and other investors are not included in the accompanying consolidated condensed balance sheets.  The unpaid principal balances of those loans at March 31, 2018 and December 31, 2017 were approximately $90,630,000 and $92,818,000, respectively.

The total recorded investment in residential consumer mortgage loans secured by residential real estate that were in the process of foreclosure at March 31, 2018 was $335,000.

21

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 5 - Acquired Credit Impaired Loans

The following table provides at March 31, 2018 and December 31, 2017 the major classifications of acquired credit impaired loans that are accounted for in accordance with FASB ASC 310-30 (in thousands):
 
March 31, 2018
 
December 31, 2017
Commercial & industrial
$
258

 
$
1,008

Commercial, secured by real estate
3,989

 
4,048

Residential real estate
1,961

 
2,024

Consumer

 

Agricultural

 

Other loans, including deposit overdrafts
412

 
402

 
6,620

 
7,482

Less allowance for loan losses

 

Loans, net
$
6,620

 
$
7,482


The following table provides the outstanding balance and related carrying amount for acquired credit impaired loans at the dates indicated (in thousands):
 
March 31, 2018
 
December 31, 2017
Outstanding balance
$
8,179

 
$
9,065

Carrying amount
6,620

 
7,482


Activity during the three months ended March 31, 2018 and 2017 for the accretable discount related to acquired credit impaired loans is as follows (in thousands):
 
2018
 
2017
Accretable discount at beginning of year
$
669

 
$
1,080

Accretable discount acquired during period

 

Reclassification from nonaccretable discount to accretable discount

 
99

Less disposals

 
(170
)
Less accretion
(34
)
 
(113
)
Accretable discount at end of period
$
635

 
$
896


22

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 6 - Affordable Housing Tax Credit Limited Partnership

LCNB is a limited partner in limited partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit ("LIHTC") pursuant to Section 42 of the Internal Revenue Code. The purpose of the investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants.

The following table presents the balances of LCNB's affordable housing tax credit investments and related unfunded commitments at March 31, 2018 and December 31, 2017 (in thousands):
 
March 31,
2018
 
December 31,
2017
Affordable housing tax credit investment
$
3,000

 
$
3,000

Less amortization
287

 
231

Net affordable housing tax credit investment
$
2,713

 
$
2,769

 
 
 
 
Unfunded commitment
$
1,979

 
$
2,257


The net affordable housing tax credit investment is included in other assets and the unfunded commitment is included in accrued interest and other liabilities in the consolidated condensed balance sheets.

LCNB expects to fund the unfunded commitment over 10.0 years.

The following table presents other information relating to LCNB's affordable housing tax credit investments for the three months ended March 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Tax credits and other tax benefits recognized
$
56

 
$
51

Tax credit amortization expense included in provision for income taxes
56

 
41



Note 7 – Borrowings

Short-term borrowings at March 31, 2018 and December 31, 2017 are as follows (dollars in thousands):
 
March 31, 2018
 
December 31, 2017
 
Amount
 
Rate

 
Amount
 
Rate
Line of credit
$

 
%
 
$

 
%
FHLB short-term advance
$

 
%
 
$
47,000

 
1.43
%
Repurchase agreements

 
%
 

 
%
 
$

 
%
 
$
47,000

 
1.43
%

All advances from the Federal Home Loan Bank ("FHLB") of Cincinnati, both long-term and short-term, are secured by a blanket pledge of LCNB's 1-4 family first lien mortgage loans in the amount of approximately $213 million and $217 million at March 31, 2018 and December 31, 2017, respectively.  Additionally, LCNB is required to hold minimum levels of FHLB stock, based on the outstanding borrowings.

23

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 8 – Income Taxes
 
The Tax Cuts and Jobs Act ("Tax Act") was enacted on December 22, 2017. Among other changes, the Tax Act reduced the maximum U.S. Federal corporate tax rate from 35% to 21%.

A reconciliation between the statutory income tax and LCNB's effective tax rate on income from continuing operations follows:
 
 
For the Three Months Ended
March 31,
 
 
2018
 
2017
Statutory tax rate
 
21.0
 %
 
34.6
 %
Increase (decrease) resulting from:
 
 

 
 

Tax exempt interest
 
(4.5
)%
 
(6.1
)%
Tax exempt income on bank owned life insurance
 
(1.2
)%
 
(1.5
)%
Captive insurance premium income
 
(0.6
)%
 
 %
Other, net
 
0.4
 %
 
(0.2
)%
Effective tax rate
 
15.1
 %
 
26.8
 %


Note 9 - Commitments and Contingent Liabilities
 
LCNB is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit.  They involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.  Exposure to credit loss in the event of nonperformance by the other parties to financial instruments for commitments to extend credit is represented by the contract amount of those instruments.

The Bounce Protection product, a customer deposit overdraft program, is offered as a service and does not constitute a contract between the customer and LCNB.

LCNB uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.  

Financial instruments whose contract amounts represent off-balance-sheet credit risk at March 31, 2018 and December 31, 2017 are as follows (in thousands):
 
March 31, 2018
 
December 31, 2017
Commitments to extend credit:
 
 
 
Commercial loans
$
36,896

 
$
18,964

Other loans
 

 
 

Fixed rate
3,649

 
2,747

Adjustable rate
1,456

 
1,150

Unused lines of credit:
 

 
 

Fixed rate
19,350

 
20,984

Adjustable rate
113,699

 
90,147

Unused overdraft protection amounts on demand and NOW accounts
16,319

 
16,441

Standby letters of credit
259

 
294

Total commitments
$
191,628

 
$
150,727


24

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 9 – Commitments and Contingent Liabilities (continued)


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Unused lines of credit include amounts not drawn on line of credit loans.  Commitments to extend credit and unused lines of credit generally have fixed expiration dates or other termination clauses.

LCNB evaluates each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation of the borrower.  Collateral held varies, but may include accounts receivable, inventory, residential realty, income-producing commercial property, and property, plant, and equipment.

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party.  These guarantees generally are fully secured and have varying maturities.  

Capital expenditures include the construction or acquisition of new office buildings, improvements to LCNB's offices, purchases of furniture and equipment, and additions or improvements to LCNB's information technology system. Commitments outstanding for capital expenditures as of March 31, 2018 totaled approximately $255,000.

Management believes that LCNB has sufficient liquidity to fund its lending and capital expenditure commitments.

LCNB and its subsidiaries are parties to various claims and proceedings arising in the normal course of business.  Management, after consultation with legal counsel, believes that the liabilities, if any, arising from such proceedings and claims will not be material to the consolidated financial position or results of operations.


Note 10 – Accumulated Other Comprehensive Income (Loss)
 
Changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2018 and the year ended December 31, 2017 are as follows (in thousands):
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
Changes in Pension Plan Assets and Benefit Obligations
 
Total
Three Months Ended March 31, 2018:
 
 
 
 
 
Balance at beginning of period
$
(2,200
)
 
$
(142
)
 
$
(2,342
)
Cumulative effect of changes in accounting principles
(498
)
 
(27
)
 
(525
)
Balance at beginning of period, as adjusted
(2,698
)
 
(169
)
 
(2,867
)
Before reclassifications
(2,979
)
 
3

 
(2,976
)
Reclassifications

 

 

Balance at end of period
$
(5,677
)
 
$
(166
)
 
$
(5,843
)
 
 
 
 
 
 
Year Ended December 31, 2017:
 

 
 

 
 

Balance at beginning of period
$
(2,633
)
 
$
16

 
$
(2,617
)
Before reclassifications
585

 
(158
)
 
427

Reclassifications
(152
)
 

 
(152
)
Balance at end of period
$
(2,200
)
 
$
(142
)
 
$
(2,342
)
 
 
 
 
 
 
 

25

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 11 – Retirement Plans
 
LCNB participates in a noncontributory defined benefit multi-employer retirement plan that covers substantially all regular full-time employees hired before January 1, 2009. Employees hired before this date who received a benefit reduction under certain amendments to the defined benefit retirement plan receive an automatic contribution of 5% or 7% of their annual compensation, depending on the sum of an employee's age and vesting service, into their defined contribution plans (401(k) plans), regardless of the contributions made by the employees.  These contributions are made annually and these employees do not receive any employer matches to their 401(k) contributions.

Employees hired on or after January 1, 2009 receive a 50% employer match on their contributions into the 401(k) plan, up to a maximum LCNB contribution of 3% of each individual employee's annual compensation.  

Funding and administrative costs of the qualified noncontributory defined benefit retirement plan and 401(k) plan charged to pension and other employee benefits in the consolidated condensed statements of income for the three-month periods ended March 31, 2018 and 2017 are as follows (in thousands):
 
 
For the Three Months
Ended March 31,
 
 
2018
 
2017
Qualified noncontributory defined benefit retirement plan
 
$
261

 
$
260

401(k) plan
 
110

 
102


Certain highly compensated employees participate in a nonqualified defined benefit retirement plan.  The nonqualified plan ensures that participants receive the full amount of benefits to which they would have been entitled under the noncontributory defined benefit retirement plan in the absence of limits on benefit levels imposed by certain sections of the Internal Revenue Code. This plan is limited to the original participants and no new participants have been added.

The components of net periodic pension cost of the nonqualified defined benefit retirement plan for the three months ended March 31, 2018 and 2017 are summarized as follows (in thousands):
 
 
Three Months Ended
March 31,
 
 
2018
 
2017
Service cost
 
$

 
$

Interest cost
 
17

 
17

Amortization of unrecognized net loss
 
4

 

Net periodic pension cost
 
$
21

 
$
17


Amounts recognized in accumulated other comprehensive income (loss), net of tax, at March 31, 2018 and December 31, 2017 for the nonqualified defined benefit retirement plan consists of (in thousands):
 
March 31, 2018
 
December 31, 2017
Net actuarial (gain) loss
$
166

 
$
141

Past service cost

 

  Total recognized, net of tax
$
166

 
$
141


26

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 12 – Stock Based Compensation
 
LCNB established an Ownership Incentive Plan (the "2002 Plan") during 2002 that allowed for stock-based awards to eligible employees, as determined by the Board of Directors.  The awards were made in the form of stock options, share awards, and/or appreciation rights.  The 2002 Plan provided for the issuance of up to 200,000 shares of common stock. The 2002 Plan expired on April 16, 2012. Any outstanding unexercised options, however, continue to be exercisable in accordance with their terms.

The 2015 Ownership Incentive Plan (the "2015 Plan") was ratified by LCNB's shareholders at the annual meeting on April 28, 2015 and allows for stock-based awards to eligible employees, as determined by the Compensation Committee of the Board of Directors. Awards may be made in the form of stock options, appreciation rights, restricted shares, and/or restricted share units. The 2015 Plan provides for the issuance of up to 450,000 shares of common stock. The 2015 Plan will terminate on April 28, 2025 and is subject to earlier termination by the Compensation Committee.

Stock-based awards may be in the form of treasury shares or newly issued shares.

LCNB has not granted stock option awards since 2012. Options granted to date under the 2002 Plan vest ratably over a five-year period and expire ten years after the date of grant. Stock options outstanding at March 31, 2018 were as follows:
 
 
Outstanding Stock Options
 
Exercisable Stock Options
Exercise Price Range
 
Number
 
Weighted Average
Exercise
Price
 
Weighted Average Remaining Contractual
Life (Years)
 
Number
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual
Life (Years)
$9.00 - $10.99
 
4,356

 
$
9.00

 
0.8
 
4,356

 
$
9.00

 
0.8
$11.00 - $12.99
 
13,278

 
11.98

 
2.9
 
13,278

 
11.98

 
2.9
 
 
17,634

 
11.25

 
2.4
 
17,634

 
11.25

 
2.4

The following table summarizes stock option activity for the periods indicated:
 
Three Months Ended March 31,
 
2018
 
2017
 
Options
 
Weighted Average Exercise
Price
 
Options
 
Weighted Average Exercise
Price
Outstanding, January 1,
20,265

 
$
11.42

 
24,669

 
$
12.17

Exercised
(2,631
)
 
12.55

 
(3,398
)
 
14.97

Expired

 

 
(1,006
)
 
17.88

Outstanding, March 31,
17,634

 
11.25

 
20,265

 
11.42

Exercisable, March 31,
17,634

 
11.25

 
20,265

 
11.42


The following table provides information related to stock options exercised during the periods indicated (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Intrinsic value of options exercised
$
17

 
$
25

Cash received from options exercised
33

 
51

Tax benefit realized from options exercised
2

 
5


27

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 12 – Stock Based Compensation (continued)

The aggregate intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) for options outstanding and exercisable at March 31, 2018 that were "in the money" (market price greater than exercise price) was $137,000.  The aggregate intrinsic value for options outstanding and exercisable at March 31, 2017 that were in the money was $252,000.  The intrinsic value changes based upon fluctuations in the market value of LCNB's common stock.

Compensation cost related to option awards was recognized in full during the first quarter 2017. Total expense related to options included in salaries and employee benefits for the three months ended March 31, 2017 was $1,000 and the related tax benefit was $0.

Restricted stock awards granted under the 2015 Plan were as follows:
 
2018
 
2017
 
 
 
Shares
 
Weighted Average Grant Date Fair Value
 
 
 
Shares
 
Weighted Average Grant Date Fair Value
Outstanding, January 1,
8,817

 
$
16.44

 
8,624

 
$
15.47

Granted
10,634

 
19.20

 
4,027

 
22.60

Vested
(669
)
 
22.60

 

 

Forfeited

 

 

 

Outstanding, March 31,
18,782

 
$
17.78

 
12,651

 
$
17.74


Total expense related to restricted stock awards included in salaries and wages in the consolidated condensed statements of income for the three months ended March 31, 2018 was $56,000 and the related tax benefit was $12,000. Unrecognized compensation expense for restricted stock awards was $232,000 at March 31, 2018 and is expected to be recognized over a period of 4.0 years. Total expense related to restricted stock awards included in salaries and wages in the consolidated condensed statements of income for the three months ended March 31, 2017 was $56,000 and the related tax benefit was $19,000, respectively.


Note 13 – Earnings per Common Share
 
LCNB has granted restricted stock awards with non-forfeitable dividend rights, which are considered participating securities. Accordingly, earnings per share is computed using the two-class method as required by FASB ASC 260-10-45. Basic earnings per common share is calculated by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding during the period, which excludes the participating securities.  Diluted earnings per common share is adjusted for the dilutive effects of stock options, warrants, and restricted stock.  The diluted average number of common shares outstanding has been increased for the assumed exercise of stock options and warrants with proceeds used to purchase treasury shares at the average market price for the period.  

28

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 13 – Earnings per Common Share (continued)


Earnings per share for the three months ended March 31, 2018 and 2017 were calculated as follows (dollars in thousands, except share and per share data):
 
 
For the Three Months Ended
March 31,
 
 
2018
 
2017
Net income
 
$
2,713

 
$
3,246

Less allocation of earnings and dividends to participating securities
 
4

 
2

Net income allocated to common shareholders
 
$
2,709

 
$
3,244

 
 
 
 


Weighted average common shares outstanding, gross
 
10,035,871

 
10,001,087

Less average participating securities
 
15,260

 
6,033

Weighted average number of shares outstanding used in the calculation of basic earnings per common share
 
10,020,611

 
9,995,054

Add dilutive effect of:
 
 

 
 

Stock options
 
7,977

 
7,824

Stock warrants
 

 

Adjusted weighted average number of shares outstanding used in the calculation of diluted earnings per common share
 
10,028,588

 
10,002,878

 
 
 
 
 
Earnings per common share:
 
 

 
 

Basic
 
$
0.27

 
$
0.32

Diluted
 
0.27

 
0.32


There were no anti-dilutive stock options outstanding at March 31, 2018 or 2017.


Note 14 - Fair Value Measurements
 
LCNB measures certain assets at fair value using various valuation techniques and assumptions, depending on the nature of the asset.  Fair value is defined as the price that would be received from the sale of an asset in an orderly transaction between market participants at the measurement date.

The inputs to the valuation techniques used to measure fair value are assigned to one of three broad levels:
Level 1 – quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the reporting date.
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly or indirectly.  Level 2 inputs may include quoted prices for similar assets in active markets,  quoted prices for identical assets or liabilities in markets that are not active, inputs other than quoted prices (such as interest rates or yield curves) that are observable for the asset or liability, and inputs that are derived from or corroborated by observable market data.
Level 3 – inputs that are unobservable for the asset or liability.






29

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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 14 - Fair Value Measurements (continued)

Equity Securities With a Readily Determinable Fair Value
Equity securities with a readily determinable fair value are reported at fair value with changes in fair value reported in other operating income in the consolidated statements of income. Fair values for trust preferred and equity securities are determined based on market quotations (level 1). LCNB has invested in two mutual funds that are traded in active markets and their fair values are based on market quotations (level 1). Investments in another two mutual funds are measured at fair value using net asset values ("NAV") and are considered level 1 because the NAVs are are determined and published and are the basis for current transactions.

Debt Securities, Available-for-Sale
The majority of LCNB's financial debt securities are classified as available-for-sale.  The securities are reported at fair value with unrealized holding gains and losses reported net of income taxes in accumulated other comprehensive income (loss). LCNB utilizes a pricing service for determining the fair values of its debt securities.  Methods and significant assumptions used to estimate fair value are as follows:

Fair value for U.S. Treasury notes are determined based on market quotations (level 1).

Fair values for the other debt securities are calculated using the discounted cash flow method for each security.  The discount rates for these cash flows are estimated by the pricing service using rates observed in the market (level 2). Cash flow streams are dependent on estimated prepayment speeds and the overall structure of the securities given existing market conditions.  

Assets Recorded at Fair Value on a Nonrecurring Basis
Assets that may be recorded at fair value on a nonrecurring basis include impaired loans, other real estate owned, and other repossessed assets.

 A loan is considered impaired when management believes it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement.  Impaired loans are carried at the present value of estimated future cash flows using the loan's existing rate or the fair value of collateral if the loan is collateral dependent, if this value is less than the loan balance.  These inputs are considered to be level 3.

Other real estate owned is adjusted to fair value, less costs to sell, upon transfer of the loan to foreclosed assets, usually based on an appraisal of the property.  Subsequently, foreclosed assets are carried at the lower of carrying value or fair value.  Other repossessed assets are valued at estimated sales prices, less costs to sell. The inputs for real estate owned and other repossessed assets are considered to be level 3.













30

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 14 - Fair Value Measurements (continued)

The following table summarizes the valuation of LCNB's assets recorded at fair value by input levels as of March 31, 2018 and December 31, 2017 (in thousands):
 
 
 
Fair Value Measurements at the End of
the Reporting Period Using
 
 
 
Fair Value Measurements
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
March 31, 2018
 
 
 
 
 
 
 
 
Recurring fair value measurements:
 
 
 
 
 
 
 
 
 
Equity securities with a readily determinable fair value:
 
 
 
 
 
 
 
 
 
     Trust preferred securities
 
$
50

 
$
50

 
$

 
$

 
     Equity securities
 
546

 
546

 

 

 
     Mutual funds
 
39

 
39

 

 

 
     Mutual funds measured at net asset value
 
1,509

 
1,509

 

 

 
 
 
 
 
 
 
 
 
 
 
Debt securities available-for-sale:
 
 
 
 
 
 
 
 
 
     U.S. Treasury notes
 
2,218

 
2,218

 

 

 
     U.S. Agency notes
 
81,910

 

 
81,910

 

 
     U.S. Agency mortgage-backed securities
 
63,223

 

 
63,223

 

 
     Municipal securities:
 
 

 
 

 
 

 
 

 
          Non-taxable
 
100,706

 

 
100,706

 

 
          Taxable
 
19,837

 

 
19,837

 

 
Total recurring fair value measurements
 
$
270,038

 
$
4,362

 
$
265,676

 
$

 
 
 
 
 
 
 
 
 
 
Nonrecurring fair value measurements:
 
 

 
 

 
 
 
 

 
Impaired loans
 
1,010

 

 

 
1,010

 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

 
 

Recurring fair value measurements:
 
 

 
 

 
 

 
 

 
Equity securities with a readily determinable fair value:
 
 
 
 
 
 
 
 
 
     Trust preferred securities
 
$
50

 
$
50

 
$

 
$

 
     Equity securities
 
568

 
568

 

 

 
     Mutual funds
 
23

 
23

 

 

 
     Mutual funds measured at net asset value
 
1,519

 
1,519

 

 

 
 
 
 
 
 
 
 
 
 
 
Debt securities available-for-sale:
 
 

 
 

 
 

 
 

 
     U.S. Treasury notes
 
2,259

 
2,259

 

 

 
     U.S. Agency notes
 
83,261

 

 
83,261

 

 
     U.S. Agency mortgage-backed securities
 
67,153

 

 
67,153

 

 
     Municipal securities:
 
 

 
 

 
 

 
 

 
          Non-taxable
 
102,174

 

 
102,174

 

 
          Taxable
 
20,366

 

 
20,366

 

 
Total recurring fair value measurements
 
$
277,373

 
$
4,419

 
$
272,954

 
$

 
 
 
 
 
 
 
 
 
 
Nonrecurring fair value measurements:
 
 

 
 

 
 

 
 

 
Impaired loans
 
$
3,359

 
$

 
$

 
$
3,359



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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 14 - Fair Value Measurements (continued)

The following table presents quantitative information about unobservable inputs used in nonrecurring level 3 fair value measurements at March 31, 2018 and December 31, 2017 (dollars in thousands):
 
 
 
 
 
 
 
 
Range
 
 
Fair Value
 
Valuation Technique
 
Unobservable Inputs
 
High
 
Low
 
Weighted Average
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans
 
$
63

 
Estimated sales price
 
Adjustments for comparable properties, discounts to reflect current market conditions
 
Not applicable
 
 
947

 
Discounted cash flows
 
Discount rate
 
8.25
%
 
4.50
%
 
6.88
%
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans
 
$
1,753

 
Estimated sales price
 
Adjustments for comparable properties, discounts to reflect current market conditions
 
Not applicable
 
 
1,606

 
Discounted cash flows
 
Discount rate
 
8.25
%
 
3.25
%
 
6.27
%

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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 14 - Fair Value Measurements (continued)

Carrying amounts and estimated fair values of financial instruments as of March 31, 2018 and December 31, 2017 are as follows (in thousands):
 
 
 
 
Fair Value Measurements at the End of
the Reporting Period Using
 
 
Carrying
Amount
 
Fair
Value
 
Quoted
Prices
in Active
Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
March 31, 2018
 
 
 
 
 
 
 
 
 
 
FINANCIAL ASSETS:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
17,494

 
$
17,494

 
$
17,494

 
$

 
$

Equity securities without a readily determinable fair value:
 
 
 
 
 
 
 
 
 
 
     Equity security
 
99

 
99

 

 

 
99

     Mutual fund
 
1,000

 
1,000

 

 

 
1,000

Investment securities, held-to-maturity
 
32,502

 
31,722

 

 

 
31,722

Federal Reserve Bank stock
 
2,732

 
2,732

 
2,732

 

 

Federal Home Loan Bank stock
 
3,638

 
3,638

 
3,638

 

 

Loans, net
 
853,128

 
813,225

 

 

 
813,225

  Accrued interest receivable
 
4,159

 
4,159

 

 
4,159

 

 
 
 
 
 
 
 
 
 
 
 
FINANCIAL LIABILITIES:
 
 

 
 

 
 
 
 
 
 
Deposits
 
1,123,463

 
1,123,997

 
935,667

 
188,330

 

Long-term debt
 
6,219

 
6,383

 

 
6,383

 

  Accrued interest payable
 
306

 
306

 

 
306

 

 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
FINANCIAL ASSETS:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
25,386

 
$
25,386

 
$
25,386

 
$

 
$

Equity securities without a readily determinable fair value:
 
 
 
 
 
 
 
 
 
 
     Equity security
 
99

 
99

 

 

 
99

     Mutual fund
 
1,000

 
1,000

 

 

 
1,000

Investment securities, held-to-maturity
 
32,571

 
32,350

 

 

 
32,350

Federal Reserve Bank stock
 
2,732

 
2,732

 
2,732

 

 

Federal Home Loan Bank stock
 
3,638

 
3,638

 
3,638

 

 

Loans, net
 
845,657

 
813,368

 

 

 
813,368

  Accrued interest receivable
 
3,511

 
3,511

 

 
3,511

 

 
 
 
 
 
 
 
 
 
 
 
FINANCIAL LIABILITIES:
 
 

 
 

 
 
 
 
 
 
Deposits
 
1,085,821

 
1,087,086

 
894,046

 
193,040

 

Short-term borrowings
 
47,000

 
47,000

 
47,000

 

 

Long-term debt
 
303

 
307

 

 
307

 

Accrued interest payable
 
329

 
329

 

 
329

 



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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 14 - Fair Value Measurements (continued)

The fair values of off-balance-sheet financial instruments such as loan commitments and letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements. The fair values of such instruments were not material at March 31, 2018 and December 31, 2017.

Fair values of financial instruments are based on various assumptions, including the discount rate and estimates of future cash flows. Therefore, the fair values presented may not represent amounts that could be realized in actual transactions.  In addition, because the required disclosures exclude certain financial instruments and all nonfinancial instruments, any aggregation of the fair value amounts presented would not represent the underlying value of LCNB.  The following methods and assumptions were used to estimate the fair value of certain financial instruments:

Cash and cash equivalents
The carrying amounts presented are deemed to approximate fair value.

Equity securities without a readily determinable fair value
Equity securities without a readily determinable fair value are measured at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Investment securities, held-to-maturity
Fair values for investment securities, held-to-maturity are based on quoted market prices for similar securities and/or discounted cash flow analysis or other methods.  

Federal Home Loan Bank stock and Federal Reserve Bank stock
The carrying value of Federal Home Loan Bank and Federal Reserve Bank stock approximates fair value based on the respective redemptive provisions.

Loans
The estimated fair value of loans as of March 31, 2018 follows the guidance in ASU 2016-01, which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments. The fair value calculation at that date discounted estimated future cash flows using rates that incorporated discounts for credit, liquidity, and marketability factors. The fair value estimate shown as of December 31, 2017 used an “entry price” approach. The fair value calculation for that date discounted estimated future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Consequently, the fair value disclosures for March 31, 2018 and December 31, 2017 are not directly comparable.

Deposits
The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date.  The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities, which approximates market rates.

Borrowings
The carrying amounts of federal funds purchased, repurchase agreements, and U.S. Treasury demand note borrowings are deemed to approximate fair value of short-term borrowings.  For long-term debt, fair values are estimated based on the discounted value of expected net cash flows using current interest rates.

Accrued interest receivable and Accrued interest payable
Carrying amount approximates fair value.

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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)




Note 15 – Recent Accounting Pronouncements

From time to time the FASB issues an ASU to communicate changes to U.S. generally accepted accounting principles. The following information provides brief summaries of newly issued but not yet effective ASUs that could have an effect on LCNB’s financial position or results of operations:

ASU No. 2016-02, "Leases (Topic 842)"
ASU No. 2016-02 was issued in February 2016 and requires a lessee to recognize in the statement of financial position a liability to make lease payments ("the lease liability") and a right-of-use asset representing its right to use the underlying asset for the lease term, initially measured at the present value of the lease payments. When measuring assets and liabilities arising from a lease, the lessee should include payments to be made in optional periods only if the lessee is reasonably certain, as defined, to exercise an option to the lease or not to exercise an option to terminate the lease. Optional payments to purchase the underlying asset should be included if the lessee is reasonably certain it will exercise the purchase option. Most variable lease payments should be excluded except for those that depend on an index or a rate or are in substance fixed payments.

A lessee shall classify a lease as a finance lease if it meets any of five listed criteria:
1.
The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
2.
The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
3.
The lease term is for the major part of the remaining economic life of the underlying asset.
4.
The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset.
5.
The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

For finance leases, a lessee shall recognize in the statement of income interest on the lease liability separately from amortization of the right-of-use asset. Amortization of the right-of-use asset shall be on a straight-line basis, unless another basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits. If the lease does not meet any of the five criteria, the lessee shall classify it as an operating lease and shall recognize a single lease cost on a straight-line basis over the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.

The amendments in this update are to be applied using a modified retrospective approach, as defined, and are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. LCNB estimates that it will recognize discounted right-of-use assets and lease liabilities totaling approximately $5 million for current leases outstanding. This projection is based on various assumptions, including the level of interest rates and no significant increases in leasing activity, that may change between now and the effective date.

ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"
ASU No. 2016-13 was issued in June 2016 and, once effective, will significantly change current guidance for recognizing impairment of financial instruments. Current guidance requires an "incurred loss" methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU No. 2016-13 replaces the incurred loss impairment methodology with a new methodology that reflects expected credit losses over the lives of the loans and requires consideration of a broader range of information to inform credit loss estimates. The ASU requires an organization to estimate all expected credit losses for financial assets measured at amortized cost, including loans and held-to-maturity debt securities, based on historical experience, current conditions, and reasonable and supportable forecasts. Additional disclosures are required.






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LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 15 – Recent Accounting Pronouncements (continued)

ASU No. 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. Under the new guidance, entities will determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. Any credit loss will be recognized as an allowance for credit losses on available-for-sale debt securities rather than as a direct reduction of the amortized cost basis of the investment, as is currently required. As a result, entities will recognize improvements to estimated credit losses on available-for-sale debt securities immediately in earnings rather than as interest income over time, as currently required.

ASU No. 2016-13 eliminates the current accounting model for purchased credit impaired loans and debt securities. Instead, purchased financial assets with credit deterioration will be recorded gross of estimated credit losses as of the date of acquisition and the estimated credit losses amounts will be added to the allowance for credit losses. Thereafter, entities will account for additional impairment of such purchased assets using the models listed above.
 
ASU No. 2016-13 will take effect for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. While LCNB's Loan Committee expects that the implementation of ASU No. 2016-13 will increase the balance of the allowance for loan losses, it is continuing to evaluate the potential impact on LCNB's results of operations and financial position. The Loan Committee is currently analyzing its data collection efforts, pool segmentation, and reporting mechanisms to prepare for adoption of this ASU. The financial statement impact of this new standard cannot be reasonably estimated at this time.

ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment"
ASU No. 2017-04 was issued in January 2017 and applies to public and other entities that have goodwill reported in their financial statements. To simplify the subsequent measurement of goodwill, this ASU eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is an SEC filer should adopt the amendments in this update on a prospective basis for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Adoption of ASU No. 2017-04 is not expected to have a material impact on LCNB's results of operations or financial position.

ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities"
ASU No. 2017-12 was issued in August 2017 and applies to any entity that elects to apply hedge accounting in accordance with current generally accepted accounting principles. The amendments in this update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early application is permitted. LCNB does not currently own any instruments within the scope of ASU No. 2017-12 and its adoption is not expected to have a material impact on its results of operations or financial position.










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LCNB CORP. AND SUBSIDIARIES


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Certain statements made in this document regarding LCNB’s financial condition, results of operations, plans, objectives, future performance and business, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by the fact they are not historical facts and include words such as “anticipate”, “could”, “may”, “feel”, “expect”, “believe”, “plan”, and similar expressions.

These forward-looking statements reflect management's current expectations based on all information available to management and its knowledge of LCNB’s business and operations. However, LCNB’s financial condition, results of operations, plans, objectives, future performance and business are subject to risks and uncertainties that may cause actual results to differ materially from those expectations. These factors include, but are not limited to:

1.
the success, impact, and timing of the implementation of LCNB’s business strategies;
2.
LCNB’s ability to integrate future acquisitions, including the pending merger with Columbus First Bancorp, Inc., may be unsuccessful or may be more difficult, time-consuming, or costly than expected;
3.
LCNB’s ability to obtain regulatory approvals of the proposed merger of LCNB with Columbus First Bancorp, Inc. on the proposed terms and schedule and approval of the merger by the shareholders of LCNB may be unsuccessful;
4.
LCNB may incur increased charge-offs in the future;
5.
LCNB may face competitive loss of customers;
6.
changes in the interest rate environment may have results on LCNB’s operations materially different from those anticipated by LCNB’s market risk management functions;
7.
changes in general economic conditions and increased competition could adversely affect LCNB’s operating results;
8.
changes in regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact LCNB’s operating results;
9.
LCNB may experience difficulties growing loan and deposit balances;
10.
the current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations;
11.
deterioration in the financial condition of the U.S. banking system may impact the valuations of investments LCNB has made in the securities of other financial institutions resulting in either actual losses or other-than-temporary impairments on such investments;
12.
difficulties with technology or data security breaches, including cyberattacks, that could negatively affect LCNB's ability to conduct business and its relationships with customers, vendors, and others; and
13.
government intervention in the U.S. financial system, including the effects of recent legislative, tax, accounting, and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, and the Tax Cuts and Jobs Act. 

Forward-looking statements made herein reflect management's expectations as of the date such statements are made. Such information is provided to assist shareholders and potential investors in understanding current and anticipated financial operations of LCNB and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. LCNB undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made. 
 










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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




Critical Accounting Policies

Allowance for Loan Losses.  The allowance for loan losses is established through a provision for loan losses charged to expense.  Loans are charged against the allowance for loan losses when management believes that the collection of the principal is unlikely.  Subsequent recoveries, if any, are credited to the allowance.  The allowance is an amount that management believes will be adequate to absorb inherent losses in the loan portfolio, based on evaluations of the collectibility of loans and prior loan loss experience.  The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers' ability to pay.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components.  The specific component typically relates to loans that are classified as doubtful, substandard, or special mention.  For such loans an allowance is established when the discounted cash flows or collateral value is lower than the carrying value of that loan.  The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors, which include trends in underperforming loans, trends in the volume and terms of loans, economic trends and conditions, concentrations of credit, trends in the quality of loans, and borrower financial statement exceptions.

Based on its evaluations, management believes that the allowance for loan losses will be adequate to absorb estimated losses inherent in the current loan portfolio.

Acquired Credit Impaired Loans. LCNB accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be measured at their fair values at the acquisition date. Acquired loans are reviewed to determine if there is evidence of deterioration in credit quality since inception and if it is probable that LCNB will be unable to collect all amounts due under the contractual loan agreements. The analysis includes expected prepayments and estimated cash flows including principal and interest payments at the date of acquisition. The amount in excess of the estimated future cash flows is not accreted into earnings. The amount in excess of the estimated future cash flows over the book value of the loan is accreted into interest income over the remaining life of the loan (accretable yield). LCNB records these loans on the acquisition date at their net realizable value. Thus, an allowance for estimated future losses is not established on the acquisition date. Subsequent to the date of acquisition, expected future cash flows on loans acquired are updated and any losses or reductions in estimated cash flows which arise subsequent to the date of acquisition are reflected as a charge through the provision for loan losses. An increase in the expected cash flows adjusts the level of the accretable yield recognized on a prospective basis over the remaining life of the loan. Due to the number, size, and complexity of loans within the acquired loan portfolio, there is always a possibility of inherent undetected losses.

Accounting for Intangibles.  LCNB’s intangible assets at March 31, 2018 are composed primarily of goodwill and core deposit intangibles related to acquisitions of other financial institutions. It also includes mortgage servicing rights recorded from sales of mortgage loans to the Federal Home Loan Mortgage Corporation and mortgage servicing rights acquired through the acquisition of Eaton National Bank & Trust Co.  Goodwill is not subject to amortization, but is reviewed annually for impairment.  Core deposit intangibles are being amortized on a straight line basis over their respective estimated weighted average lives.  Mortgage servicing rights are capitalized by allocating the total cost of loans between mortgage servicing rights and the loans based on their estimated fair values.  Capitalized mortgage servicing rights are amortized to loan servicing income in proportion to and over the period of estimated servicing income, subject to periodic review for impairment.

Results of Operations

Net income for the three months ended March 31, 2018 was $2,713,000 (total basic and diluted earnings per share of $0.27). This compares to net income of $3,246,000 (total basic and diluted earnings per share of $0.32) for the same three-month period in 2017. Items significantly affecting net income during the 2018 period were:

expenses relating to the pending merger with Columbus First Bancorp, Inc. ("CFB") totaling $758,000, and
a reduction in LCNB's federal tax rate from 34% to 21% as a result of the Tax Cuts and Jobs Act that was signed into law on December 22, 2017.




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LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




Net interest income for the three months ended March 31, 2018 was $201,000 greater than the comparable period in 2017, primarily due to growth in LCNB's loan portfolio, partially offset by a decrease in average investment securities and a market-driven increase in average rates paid on deposits and short-term borrowings.

The provision for loan losses for the three months ended March 31, 2018 was $64,000 greater than the comparable period in 2017. Non-accrual loans and loans past due 90 days or more and still accruing interest decreased $75,000, from $2,965,000 or 0.35% of total loans at December 31, 2017, to $2,890,000 or 0.34% of total loans at March 31, 2018.

Non-interest income for the three months ended March 31, 2018 was $206,000 greater than the comparable periods in 2017 primarily due to increases in fiduciary income and service charges and fees on deposit accounts.

Non-interest expense for the three months ended March 31, 2018 was $1,581,000 greater than the comparable period in 2017 primarily due to increases in salaries and employee benefits, merger-related expenses, and various expenses related to the new operations center. Merger-related expenses increased due to costs connected to the pending acquisition of CFB. Subject to customary regulatory approvals, LCNB shareholder approval, and other conditions set forth in the Merger Agreement, this transaction is anticipated to close in the second quarter of 2018.


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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




Net Interest Income

LCNB's primary source of earnings is net interest income, which is the difference between earnings from loans and other investments and interest paid on deposits and other liabilities.  The following table presents, for the three months ended March 31, 2018 and 2017, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid.
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
 
 
 
(Dollars in thousands)
 
 
 
 
Loans (1)
 
$
853,152

 
$
9,413

 
4.47
%
 
$
813,597

 
$
8,915

 
4.44
%
Interest-bearing demand deposits
 
3,867

 
19

 
1.99
%
 
8,287

 
16

 
0.78
%
Federal Reserve Bank stock
 
2,732

 

 
%
 
2,732

 

 
%
Federal Home Loan Bank stock
 
3,638

 
53

 
5.91
%
 
3,638

 
41

 
4.57
%
Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
3,255

 
22

 
2.74
%
 
3,222

 
21

 
2.64
%
Debt securities, taxable
 
173,586

 
931

 
2.18
%
 
212,258

 
1,072

 
2.05
%
Debt securities, non-taxable (2)
 
130,478

 
891

 
2.77
%
 
144,649

 
1,222

 
3.43
%
Total earnings assets
 
1,170,708

 
11,329

 
3.92
%
 
1,188,383

 
11,287

 
3.85
%
Non-earning assets
 
125,068

 
 

 
 

 
123,765

 
 

 
 

Allowance for loan losses
 
(3,401
)
 
 

 
 

 
(3,557
)
 
 

 
 

Total assets
 
$
1,292,375

 
 

 
 

 
$
1,308,591

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
 
$
646,690

 
199

 
0.12
%
 
$
645,953

 
146

 
0.09
%
IRA and time certificates
 
189,322

 
672

 
1.44
%
 
213,544

 
697

 
1.32
%
Short-term borrowings
 
14,086

 
69

 
1.99
%
 
28,500

 
30

 
0.43
%
Long-term debt
 
2,255

 
14

 
2.52
%
 
537

 
4

 
3.02
%
Total interest-bearing liabilities
 
852,353

 
954

 
0.45
%
 
888,534

 
877

 
0.40
%
Demand deposits
 
278,967

 
 

 
 

 
265,960

 
 

 
 
Other liabilities
 
10,997

 
 

 
 

 
9,425

 
 

 
 

Capital
 
150,058

 
 

 
 

 
144,672

 
 

 
 

Total liabilities and capital
 
$
1,292,375

 
 

 
 

 
$
1,308,591

 
 

 
 

Net interest rate spread (3)
 
 

 
 

 
3.47
%
 
 

 
 

 
3.45
%
Net interest income and net interest margin on a taxable-equivalent basis (4)
 
 

 
$
10,375

 
3.59
%
 
 

 
$
10,410

 
3.55
%
Ratio of interest-earning assets to interest-bearing liabilities
 
137.35
%
 
 

 
 

 
133.75
%
 
 

 
 

(1)Includes non-accrual loans.
(2)Income from tax-exempt securities is included in interest income on a taxable-equivalent basis.  Interest income has been divided by a factor comprised of the complement of the incremental tax rate of 21% for 2018 and 34.6% for 2017.
(3)The net interest spread is the difference between the average rate on total interest-earning assets and interest-bearing liabilities.
(4)The net interest margin is the taxable-equivalent net interest income divided by average interest-earning assets.




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LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the three months ended March 31, 2018 as compared to the same period in 2017.  Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each.
 
 
Three Months Ended
March 31, 2018 vs. 2017
Increase (decrease) due to:
 
 
Volume
 
Rate
 
Total
 
 
(In thousands)
Interest-earning Assets:
 
 
 
 
 
 
Loans
 
$
436

 
$
62

 
$
498

Interest-bearing demand deposits
 
(12
)
 
15

 
3

Federal Reserve Bank stock
 

 

 

Federal Home Loan Bank stock
 

 
12

 
12

Investment securities:
 
 
 
 
 
 

Equity securities
 

 
1

 
1

Debt securities, taxable
 
(204
)
 
63

 
(141
)
Debt securities, non-taxable
 
(112
)
 
(219
)
 
(331
)
Total interest income
 
108

 
(66
)
 
42

Interest-bearing Liabilities:
 
 

 
 

 
 

Savings deposits
 

 
53

 
53

IRA and time certificates
 
(83
)
 
58

 
(25
)
Short-term borrowings
 
(22
)
 
61

 
39

Long-term debt
 
11

 
(1
)
 
10

Total interest expense
 
(94
)
 
171

 
77

Net interest income
 
$
202

 
$
(237
)
 
$
(35
)

Net interest income on a fully taxable-equivalent basis for the three months ended March 31, 2018 totaled $10,375,000, a decrease of $35,000 from the comparable period in 2017.  Total interest expense increased $77,000, partially offset by an increase in interest income of $42,000.

The increase in total interest income was due primarily to a $498,000 increase in loan interest income caused by a $39.6 million increase in average loans and by a 3 basis point (a basis point equals 0.01%) increase in the average rate earned on loans. Largely offsetting the increase in loan interest income were a $141,000 decrease in interest income from taxable debt securities and a $331,000 decrease in interest income from non-taxable debt securities. The decrease in interest income from taxable investment securities was caused by a $38.7 million decrease in average taxable debt securities, partially offset by a 13 basis point increase in the average rate earned on these securities. The decrease in interest income from non-taxable investment securities was due to a 66 basis point decrease in the average rate earned and to a $14.2 million decrease in average non-taxable debt securities. One of the reasons for the 66 basis point decrease in the average rate earned on non-taxable debt securities was the decrease in the Federal corporate tax rate to 21%, which decreased the effective yield earned on these securities.

The increase in total interest expense was due to a 5 basis point increase in the average rate paid on total interest-bearing liabilities, partially offset by a $36.2 million decrease in average total interest-bearing liabilities.









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LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




Provision and Allowance For Loan Losses

The total provision for loan losses is determined based upon management's evaluation as to the amount needed to maintain the allowance for loan losses at a level considered appropriate in relation to the risk of losses inherent in the portfolio.  In addition to historic charge-off percentages, factors taken into consideration to determine the adequacy of the allowance for loan losses include the nature, volume, and consistency of the loan portfolio, overall portfolio quality, a review of specific problem loans, and current economic conditions that may affect borrowers' ability to pay.  The provision for loan losses for the three months ended March 31, 2018 was $79,000, as compared to $15,000 for the same period in 2017. Net charge-offs (recoveries) for the three months ended March 31, 2018 were $(47,000), as compared to net charge-offs (recoveries) of $262,000 for the comparable period in 2017.

Non-Interest Income

A comparison of non-interest income for the three months ended March 31, 2018 and 2017 is as follows (in thousands):
 
 
Three Months Ended 
March 31,
 
 
2018
 
2017
 
Difference
Fiduciary income
 
$
964

 
$
852

 
$
112

Service charges and fees on deposit accounts
 
1,305

 
1,222

 
83

Bank owned life insurance income
 
186

 
189

 
(3
)
Gains from sales of loans
 
22

 
39

 
(17
)
Other operating income
 
159

 
128

 
31

Total non-interest income
 
$
2,636

 
$
2,430

 
$
206


Reasons for material increases and decreases include:
Fiduciary income increased due to an increase in trust assets managed.
Service charges and fees on deposit accounts increased primarily due to fees earned from an Insured Cash Sweep (ICS®) product that was introduced during the second quarter 2017 and from an increase in debit card income. The ICS product provides depositors with the security and convenience of access to FDIC insurance on balances greater than $250,000. Debit card income increased due to greater depositor utilization of the cards and due to more favorable interchange rates received by LCNB resulting from a change in the processing vendor.

Non-Interest Expense

A comparison of non-interest expense for the three months ended March 31, 2018 and 2017 is as follows (in thousands):
 
 
Three Months Ended 
March 31,
 
 
2018
 
2017
 
Difference
Salaries and employee benefits
 
$
4,977

 
$
4,526

 
$
451

Equipment expenses
 
253

 
211

 
42

Occupancy expense, net
 
727

 
568

 
159

State franchise tax
 
303

 
284

 
19

Marketing
 
132

 
143

 
(11
)
Amortization of intangibles
 
185

 
185

 

FDIC insurance premiums
 
99

 
104

 
(5
)
Contracted services
 
315

 
248

 
67

Other real estate owned
 
2

 
5

 
(3
)
Merger-related expenses
 
758

 

 
758

Other non-interest expense
 
1,798

 
1,694

 
104

Total non-interest expense
 
$
9,549

 
$
7,968

 
$
1,581



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LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




Reasons for material increases and decreases include:
Salaries and employee benefits increased 10.0% for the three months ended March 31, 2018 as compared to the same period in 2017. These increases were primarily due to salary and wage increases, newly hired employees, and an increase in health insurance costs. Full-time equivalent employees at March 31, 2018 totaled 297, compared with 271 full-time equivalent employees at March 31, 2017.
Occupancy expense increased primarily due to increased depreciation expense on bank premises and to increased maintenance and repair costs. The depreciation increase was largely due to the new Operations Center. Maintenance and repair costs increased largely due to snow and ice removal costs during the 2017-2018 winter.
Merger-related expenses during the 2018 period are due to the pending acquisition of CFB. Subject to customary regulatory approvals, LCNB shareholder approval, and other conditions set forth in the definitive merger agreement, this transaction is anticipated to close in the second quarter of 2018.
Other non-interest expense increased due to provisions for loss reserves recognized by LCNB Risk Management, Inc.

Income Taxes

LCNB's effective tax rates for the three months ended March 31, 2018 and 2017 were 15.1% and 26.8%, respectively.  The difference between the statutory rate of 21% for 2018 and 34.6% for 2017 and the effective tax rates is primarily due to tax-exempt interest income from municipal securities, tax-exempt earnings from bank owned life insurance, and tax credits and losses related to investments in affordable housing tax credit limited partnerships.

Financial Condition

Available-for-sale debt securities at March 31, 2018 were $7.3 million less than at December 31, 2017 primarily due to maturities and calls totaling $3.1 million and net decreases in fair values totaling $3.8 million.
 
Net loans at March 31, 2018 were $7.5 million greater than at December 31, 2017. Commercial, secured by real estate loans increased $14.9 million, partially offset by a $5.1 million decrease in residential real estate loans and a $3.0 million decrease in agricultural loans.

Total deposits at March 31, 2018 were $37.6 million greater than at December 31, 2017. Included in this increase was a $13.7 million increase in public fund deposits by local government entities. Public fund deposits can be relatively volatile due to seasonal tax collections and the financial needs of the local entities. Historically, public fund deposits tend to be at their lowest balances at year-ends.

Long-term debt at March 31, 2018 was $5.9 million greater than at December 31, 2017 due to $6.0 million in new borrowings.

The increase in total deposits and long-term debt, along with the decrease in available-for-sale debt securities mentioned above, contributed to a $47.0 million decrease in short-term borrowings between December 31, 2017 and March 31, 2018 and to the increase in net loans.

Shareholders' equity at March 31, 2018 was $1.7 million less than at December 31, 2017, primarily due to a decrease in accumulated other comprehensive income (loss), net of taxes, resulting from market driven net decreases in the fair values of available-for-sale debt securities.

Regulatory Capital

LCNB (consolidated) and the Bank must meet certain minimum capital requirements set by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company's and Bank's financial statements. LCNB’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.





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LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




A rule requiring a Capital Conservation Buffer began phase-in on January 1, 2016 and will be fully implemented at the beginning of 2019. Under the fully-implemented rule, a financial institution will need to maintain a Capital Conservation Buffer composed of Common Equity Tier 1 Capital of at least 2.5% above its minimum risk-weighted capital requirements to avoid limitations on its ability to make capital distributions, including dividend payments to shareholders and certain discretionary bonus payments to executive officers. A financial institution with a buffer below 2.5% will be subject to increasingly stringent limitations on capital distributions as the buffer approaches zero.

For various regulatory purposes, financial institutions are classified into categories based upon capital adequacy:
 
 
Minimum Requirement
 
Minimum Requirement with Capital Conservation Buffer for 2018
 
To Be Considered
Well-Capitalized
Ratio of Common Equity Tier 1 Capital to risk-weighted assets
 
4.5
%
 
6.375
%
 
6.5
%
Ratio of Tier 1 Capital to risk-weighted assets
 
6.0
%
 
7.875
%
 
8.0
%
Ratio of Total Capital (Tier 1 Capital plus Tier 2 Capital) to risk-weighted assets
 
8.0
%
 
9.875
%
 
10.0
%
Leverage Ratio (Tier 1 Capital to adjusted quarterly average total assets)
 
4.0
%
 
N/A

 
5.0
%
 
As of the most recent notification from their regulators, the Bank and LCNB were categorized as "well-capitalized" under the regulatory framework for prompt corrective action.  Management believes that no conditions or events have occurred since the last notification that would change the Bank's or LCNB's category.

A summary of the regulatory capital and capital ratios of LCNB follows (dollars in thousands):
 
 
March 31, 2018
 
December 31, 2017
Regulatory Capital:
 
 
Shareholders' equity
 
$
148,584

 
$
150,271

Goodwill and other intangibles
 
(33,401
)
 
(32,906
)
Accumulated other comprehensive loss
 
5,843

 
2,828

Tier 1 risk-based capital
 
121,026

 
120,193

Eligible allowance for loan losses
 
3,529

 
3,403

Total risk-based capital
 
$
124,555

 
$
123,596

Capital ratios:
 
 

 
 

Common Equity Tier 1 Capital to risk-weighted assets
 
13.18
%
 
13.29
%
Tier 1 Capital to risk-weighted assets
 
13.18
%
 
13.29
%
Total Capital to risk-weighted assets
 
13.57
%
 
13.66
%
Leverage
 
9.57
%
 
9.51
%

Liquidity

LCNB depends on dividends from the Bank for the majority of its liquid assets, including the cash needed to pay dividends to its shareholders.  National banking law limits the amount of dividends the Bank may pay to the sum of retained net income for the current year plus retained net income for the previous two years.  Prior approval from the Office of the Comptroller of the Currency, the Bank's primary regulator, is necessary for the Bank to pay dividends in excess of this amount.  In addition, dividend payments may not reduce capital levels below minimum regulatory guidelines.  Management believes the Bank will be able to pay anticipated dividends to LCNB without needing to request approval.  The Bank is not aware of any reasons why it would not receive such approval, if required.


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LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)




Liquidity is the ability to have funds available at all times to meet the commitments of LCNB.  Asset liquidity is provided by cash and assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash and cash equivalents and securities available for sale.  At March 31, 2018, LCNB's liquid assets amounted to $288.6 million or 22.4% of total assets.  This compares to liquid assets totaling $303.9 million, or 23.5% of total assets, at December 31, 2017.

Liquidity is also provided by access to core funding sources, primarily core depositors in LCNB's market area.  Approximately 84.3% of total deposits at March 31, 2018 were "core" deposits, compared to 85.1% of deposits at December 31, 2017. Core deposits, for this purpose, are defined as total deposits less public funds and certificates of deposit greater than $100,000. The percentage of core deposits to total deposits decreased because of the growth in public fund deposits discussed above in relation to total growth in deposits.

Secondary sources of liquidity include LCNB's ability to sell loan participations, borrow funds from the FHLB, purchase federal funds, issue repurchase agreements, or using lines of credit established with two other banks.

Management closely monitors the level of liquid assets available to meet ongoing funding needs.  It is management's intent to maintain adequate liquidity so that sufficient funds are readily available at a reasonable cost.  LCNB experienced no liquidity or operational problems as a result of the current liquidity levels.


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LCNB CORP. AND SUBSIDIARIES
Item 3.
Quantitative and Qualitative Disclosures about Market Risk

Market risk for LCNB is primarily interest rate risk.  LCNB attempts to mitigate this risk through asset/liability management strategies designed to decrease the vulnerability of its earnings to material and prolonged changes in interest rates.  LCNB does not use derivatives such as interest rate swaps, caps, or floors to hedge this risk.  LCNB has not entered into any market risk instruments for trading purposes.

The Bank's Asset and Liability Management Committee ("ALCO") primarily uses a combination of Interest Rate Sensitivity Analysis ("IRSA") and Economic Value of Equity ("EVE") analysis for measuring and managing interest rate risk.  IRSA is used to estimate the effect on net interest income ("NII") during a one-year period of instantaneous and sustained movements in interest rates, also called interest rate shocks, of 100, 200, and 300 basis points.  Management considers the results of any significant downward scenarios to not be meaningful in the current interest rate environment.  The base projection uses a current interest rate scenario.  As shown below, the March 31, 2018 IRSA indicates that an increase in interest rates will have a positive effect on net interest income ("NII"). The changes in NII for all rate assumptions are within LCNB's acceptable ranges.

Rate Shock Scenario in Basis Points
 
Amount
 
$ Change in
NII
 
% Change in
NII
 
 
(Dollars in thousands)
Up 300
 
$
46,686

 
2,535

 
5.74
%
Up 200
 
45,815

 
1,664

 
3.77
%
Up 100
 
44,975

 
824

 
1.87
%
Base
 
44,151

 

 
%

IRSA shows the effect on NII during a one-year period only.  A more long-range model is the EVE analysis, which shows the estimated present value of future cash inflows from interest-earning assets less the present value of future cash outflows for interest-bearing liabilities for the same rate shocks.  As shown below, the March 31, 2018 EVE analysis indicates that an increase in interest rates will have a positive effect on the EVE.  The changes in EVE for all rate assumptions are within LCNB's acceptable ranges.

Rate Shock Scenario in Basis Points
 
Amount
 
$ Change in
EVE
 
% Change in
EVE
 
 
(Dollars in thousands)
Up 300
 
$
149,783

 
980

 
0.66
%
Up 200
 
150,255

 
1,452

 
0.98
%
Up 100
 
149,261

 
458

 
0.31
%
Base
 
148,803

 

 
%

The IRSA and EVE simulations discussed above are not projections of future income or equity and should not be relied on as being indicative of future operating results.  Assumptions used, including the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment or replacement of asset and liability cash flows, are inherently uncertain and, as a result, the models cannot precisely measure future net interest income or equity.  Furthermore, the models do not reflect actions that borrowers, depositors, and management may take in response to changing economic conditions and interest rate levels.


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LCNB CORP. AND SUBSIDIARIES
Item 4.
Controls and Procedures

a)  Disclosure controls and procedures.  The Chief Executive Officer and the Chief Financial Officer have carried out an evaluation of the effectiveness of LCNB's disclosure controls and procedures that ensure that information relating to LCNB required to be disclosed by LCNB in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to LCNB's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions to be made regarding required disclosures.  Based upon this evaluation, these officers have concluded that, as of March 31, 2018, LCNB's disclosure controls and procedures were effective.

b)  Changes in internal control over financial reporting.  During the period covered by this report, there were no changes in LCNB's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, LCNB's internal control over financial reporting.

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PART II.  OTHER INFORMATION

LCNB CORP. AND SUBSIDIARIES
 
Item 1.
Legal Proceedings

Except for routine litigation incidental to its business, LCNB is not a party to any material pending legal proceedings and none of its property is the subject of any material proceedings.

Item 1A.
Risk Factors

No material changes.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

During the period covered by this report, LCNB did not sell any of its securities that were not registered under the Securities Act.

During the period covered by this report, LCNB did not purchase any shares of its equity securities.

Item 3.
Defaults Upon Senior Securities

None.

Item 4.
Mine Safety Disclosures

Not applicable.

Item 5.
Other Information

None.
 

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LCNB CORP. AND SUBSIDIARIES
Item 6.
Exhibits

Exhibit No.
Exhibit Description
2.1
 
 
3.1
 
 
3.2
 
 
10.1
 
 
10.2
 
 
10.3
 
 
10.4
 
 
10.5
 
 
31.1
 
 
31.2
 
 
32
 
 
101
The following financial information from LCNB Corp.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 is formatted in Extensible Business Reporting Language:  (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Income, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Shareholders' Equity, (v) the Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.

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LCNB CORP. AND SUBSIDIARIES
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
LCNB Corp.
 
 
 
 
May 2, 2018
/s/ Steve P. Foster
 
 
Steve P. Foster
 
 
Chief Executive Officer and President
 
 
 
 
May 2, 2018
/s/ Robert C. Haines, II
 
 
Robert C. Haines, II
 
 
Executive Vice President and Chief Financial Officer

50