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LCNB CORP - Quarter Report: 2008 June (Form 10-Q)

.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549


FORM 10-Q


(Mark One)


(  X  )

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2008


 (      )

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  000-26121


LCNB Corp.

(Exact name of registrant as specified in its charter)


Ohio

 31-1626393

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

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.

.                                                 [X] Yes         [  ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):  

[ ] Large accelerated filer  [X] Accelerated filer  [ ] Non-accelerated filer  [ ] Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

.                                                 [  ] Yes         [X] No


The number of shares outstanding of the issuer's common stock, without par value, as of August 1, 2008 was 6,687,232 shares.




LCNB CORP. AND SUBSIDIARIES


INDEX


   

Page No.

Part I - Financial Information

  
     
 

Item 1.      

Financial Statements

  
     
  

Consolidated Balance Sheets -

  
  

  June 30, 2008 and December 31, 2007

 

1

     
  

Consolidated Statements of Income -

  
  

  Three and Six Months Ended June 30, 2008 and 2007

 

2

     
  

Consolidated Statements of Comprehensive Income -

  
  

  Three and Six Months Ended June 30, 2008 and 2007

 

3

     
  

Consolidated Statements of Stockholders' Equity -

  
  

  Six Months Ended June 30, 2008 and 2007

 

4

     
  

Consolidated Statements of Cash Flows -

  
  

  Six Months Ended June 30, 2008 and 2007

 

5

     
  

Notes to Consolidated Financial Statements

 

6-21

     
  

Report of Independent Registered Public Accounting Firm

 

22

     
 

Item 2.      

Management's Discussion and Analysis of Financial

  
  

  Condition and Results of Operations

 

23-34

     
 

Item 3.      

Quantitative and Qualitative Disclosures about Market Risks

 

35-36

     
 

Item 4.      

Controls and Procedures

 

36

     

Part II - Other Information

  
     
 

Item 1.      

Legal Proceedings

 

37

     
 

Item1A.   

Risk Factors

 

37

     
 

Item 2.      

Unregistered Sales of Equity Securities and Use of Proceeds

 

37

     
 

Item 3.      

Defaults Upon Senior Securities

 

37

     
 

Item 4.      

Submission of Matters to a Vote of Security Holders

 

38

     
 

Item 5.      

Other Information

 

38

     
 

Item 6.      

Exhibits

 

39

     

Signatures

  

40





PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements


 

LCNB CORP. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

(Dollars in thousands)

        
     

June 30,

 

December 31,

     

2008

 

2007

     

(Unaudited)

  

ASSETS:

    
 

Cash and due from banks

$

17,705

 

17,498

 

Federal funds sold and interest-bearing demand deposits

 

25,803

 

     13,692

 

Interest-bearing deposits in banks

 

5,000

 

-

  

Total cash and cash equivalents

 

48,508

 

31,190

        
 

Securities available for sale, at fair value

 

102,288

 

87,423

 

Federal Reserve Bank and Federal Home Loan Bank stock, at cost

 

3,000

 

 2,731

 

Loans, net

 

443,996

 

444,419

 

Premises and equipment, net

 

14,044

 

14,205

 

Goodwill

 

5,695

 

5,742

 

Other intangible assets, net

 

899

 

1,165

 

Bank owned life insurance

 

11,713

 

            11,452

 

Other assets

 

5,267

 

           5,731

   

TOTAL ASSETS

$

635,410

 

          604,058

        

LIABILITIES:

    
 

Deposits –

    
  

Noninterest-bearing

$

83,369

 

81,397

  

Interest-bearing

 

483,334

 

454,532

   

Total deposits

 

566,703

 

          535,929

 

Short-term borrowings

 

1,847

 

           1,459

 

Long-term debt

 

5,000

 

               5,000

 

Accrued interest and other liabilities

 

4,690

 

5,142

   

TOTAL LIABILITIES

 

578,240

 

          547,530

        

SHAREHOLDERS’ EQUITY:

    
 

Preferred shares – no par value, authorized 1,000,000 shares,

    
  

none outstanding

 

-

 

-

 

Common shares – no par value, authorized 8,000,000 shares,

    
  

issued 7,445,514 shares at June 30, 2008 and December 31, 2007

 

11,068

 

11,068

 

Surplus

 

14,776

 

14,761

 

Retained earnings

 

45,263

 

            44,261

 

Treasury shares at cost, 758,282 shares at June 30, 2008 and

    
  

December 31, 2007

 

(11,737)

 

(11,737)

 

Accumulated other comprehensive income (loss), net of taxes

 

(2,200)

 

 (1,825)

   

TOTAL SHAREHOLDERS’ EQUITY

 

57,170

 

            56,528

        
   

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

635,410

 

          604,058

        

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



-1-








LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

        
    

Three Months Ended

 

Six Months Ended

    

June 30,

 

June 30,

     

2008

 

2007

 

2008

 

2007

INTEREST INCOME:

        
 

Interest and fees on loans

$

7,211

 

6,704

 

14,735

 

13,364

 

Dividends on Federal Reserve Bank

        
  

and Federal Home Loan Bank stock

 

52

 

47

 

78

 

84

 

Interest on investment securities –

        
  

Taxable

 

554

 

545

 

1,022

 

1,186

  

Non-taxable

 

483

 

476

 

929

 

    965

 

Other short-term investments

 

164

 

159

 

315

 

184

   

TOTAL INTEREST INCOME

 

8,464

 

7,931

 

17,079

 

15,783

            

INTEREST EXPENSE:

        
 

Interest on deposits

 

3,214

 

3,292

 

6,776

 

6,453

 

Interest on short-term borrowings

 

4

 

14

 

8

 

161

 

Interest on long-term debt

 

66

 

66

 

131

 

 80

   

TOTAL INTEREST EXPENSE

 

3,284

 

3,372

 

6,915

 

6,694

   

NET INTEREST INCOME

 

5,180

 

4,559

 

10,164

 

9,089

 

PROVISION FOR LOAN LOSSES

 

51

 

 23

 

134

 

 83

            
   

NET INTEREST INCOME AFTER

        
   

  PROVISION FOR LOAN LOSSES

 

5,129

 

4,536

 

10,030

 

9,006

            

NON-INTEREST INCOME:

        
 

Trust income

 

493

 

513

 

978

 

944

 

Service charges and fees

 

1,064

 

1,018

 

2,024

 

1,950

 

Insurance agency income

 

444

 

430

 

860

 

836

 

Bank owned life insurance income

 

132

 

119

 

262

 

233

 

Other operating income

 

31

 

77

 

103

 

140

   

TOTAL NON-INTEREST INCOME

 

2,164

 

2,157

 

4,227

 

4,103

            

NON-INTEREST EXPENSE:

        
 

Salaries and wages

 

2,230

 

2,021

 

4,445

 

4,048

 

Pension and other employee benefits

 

584

 

487

 

1,202

 

1,040

 

Equipment expenses

 

243

 

243

 

475

 

484

 

Occupancy expense, net

 

417

 

350

 

819

 

721

 

State franchise tax

 

165

 

162

 

331

 

321

 

Marketing

 

109

 

113

 

211

 

209

 

Intangible amortization

 

121

 

157

 

243

 

315

 

Other non-interest expense

 

1,133

 

1,027

 

2,321

 

2,011

   

TOTAL NON-INTEREST EXPENSE

 

5,002

 

4,560

 

10,047

 

9,149

   

INCOME BEFORE INCOME TAXES

 

2,291

 

2,133

 

4,210

 

3,960

PROVISION FOR INCOME TAXES

 

593

 

536

 

1,068

 

  965

   

NET INCOME

$

1,698

 

1,597

 

3,142

 

2,995

            

Dividends declared per common share

$

0.16

 

0.155

 

0.32 

 

0.31

            

Earnings per common share:

        
 

Basic

$

0.25

 

0.25

 

0.47

 

0.47

 

Diluted

 

0.25

 

0.25

 

0.47

 

0.47

          

Average shares outstanding:

        
 

Basic

 

6,687,232

 

6,360,845

 

6,687,232

 

6,368,322

 

Diluted

 

6,687,232

 

6,361,771

 

6,687,232

 

6,369,632

          

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

  


-2-






LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

             
     

Three Months Ended

 

Six Months Ended

     

June 30,

 

June 30,

      

2008

 

2007

 

2008

 

2007

         

Net Income

 

1,698

 

1,597 

 

3,142

 

2,995 

         

Other comprehensive income (loss):

        
         
 

Net unrealized loss on available-for-sale securities (net of taxes of $525 and $256 for the three months ended June 30, 2008 and 2007, respectively, and net of taxes of $213 and $212 for the six months ended June 30, 2008 and 2007, respectively)

 





(1,019)

 





   (498)

 





(414)

 





(413)

           
 

Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income (net of taxes $0 for the three and six months ended June 30, 2008, respectively)

 




(1)

 




         -

 




(1)

 




         - 

          
 

Recognition of pension plan net loss (net of taxes of $11 and $1 for the three months ended June 30, 2008 and 2007, respectively, and net of taxes of $21 and $1 for the six months ended June 30, 2008 and 2007, respectively)

 





21

 





         3

 





40

 





        3

          
  

TOTAL COMPREHENSIVE INCOME

$

699

 

1,102 

 

2,767

 

 2,585 

 

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



-3-






 

LCNB CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

(Dollars in thousands, except per share amounts)

 

(Unaudited)

              
              
          

Accumulated

 
          

Other

Total

 

Common Shares

   

Retained

 

Treasury

Comprehensive

Shareholders’

 

Outstanding

 

Amount

 

Surplus

 

Earnings

 

Shares

Income (Loss)

Equity

Balance January 1, 2008

6,687,232

$

11,068 

 

14,761

 

44,261 

 

(11,737)

 

 (1,825)

 

56,528 

Net income

      

3,142

     

3,142

Net unrealized gain on available-for-sale

   securities, net of tax 

          

(415)

 

(415)

 Change in pension plan unrecognized net

   loss, net of tax 

          

40

 

40

Compensation expense relating to stock

   Options 

    


15

     


 


15

Cash dividends declared, $0.32 per share

      

(2,140)

     

(2,140)

Balance June 30, 2008 

6,687,232

$

11,068 

 

14,776

 

45,263

 

(11,737)

 

(2,200)

 

57,170

              

Balance January 1, 2007 

6,379,636

$

10,560 

 

10,577

 

42,245 

 

(11,242)

 

  (1,141)

 

50,999

Net income 

      

2,995 

     

2,995

Net unrealized gain on available-for-sale

   securities, net of tax

          


(413)

 


(413)

Change in pension plan unrecognized net loss,

   net of tax 

          


3

 


3

Compensation expense relating to stock

   Options

    


11

       


11

Treasury shares purchased 

(34,150)

       

(495)

   

(495)

Cash dividends declared, $0.31 per share 

      

(1,971)

     

(1,971)

Balance June 30, 2007

6,345,486

$

10,560 

 

10,588

 

43,269 

 

(11,737)

 

(1,551)

 

51,129 

              
 

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

-4-







LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

         
       

Six Months Ended

       

June 30,

       

2008

 

2007

CASH FLOWS FROM OPERATING ACTIVITIES:

    
 

Net income

$

3,142

 

      2,995

 

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

    
   

Depreciation, amortization, and accretion

 

1,119

 

      1,076

   

Provision for loan losses

 

134

 

           83

   

Federal Home Loan Bank stock dividends

 

(54)

 

-

   

Increase in cash surrender value of bank owned life insurance

 

(262)

 

    (233)

   

Origination of mortgage loans for sale

 

(733)

 

 (2,006)

   

Realized gains from sales of mortgage loans

 

(7)

 

 (35)

   

Proceeds from sales of mortgage loans

 

732

 

      2,018

   

Compensation expense related to stock options

 

15

 

            11

   

Increase (decrease) due to changes in assets and liabilities:

    
   

     Income receivable

 

(99)

 

          55

   

     Other assets

 

(89)

 

     (417)

   

     Other liabilities

 

(341)

 

        (167)

     

NET CASH FLOWS FROM OPERATING ACTIVITIES

 

3,557

 

      3,380

          

CASH FLOWS FROM INVESTING ACTIVITIES:

    
 

Proceeds from maturities and calls of securities available for sale

 

15,906

 

    17,681

 

Purchases of securities available for sale

 

(31,501)

 

(2,881)

 

Proceeds from redemption of Federal Home Loan Bank stock

 

-

 

        1,000

 

Purchase of Federal Reserve Bank stock

 

(215)

 

-

 

Net (increase) decrease in loans

 

87

 

(4,516)

 

Proceeds from sale of other real estate acquired through foreclosure

 

877

 

            -

 

Additions to other real estate acquired through foreclosure

 

(37)

 

            (2)

 

Purchases of premises and equipment

 

(380)

 

(1,348)

 

Proceeds from sales of premises and equipment

 

2

 

              7

     

NET CASH FLOWS FROM INVESTING ACTIVITIES

 

(15,261)

 

      9,941

          

CASH FLOWS FROM FINANCING ACTIVITIES:

    
 

Net increase (decrease) in deposits

 

30,774

 

      1,231

 

Net increase (decrease) in short-term borrowings

 

388

 

   (14,118)

 

Proceeds from long-term debt

 

-

 

        5,000

 

Cash dividends paid

 

(2,140)

 

(1,971)

 

Purchases of treasury shares

 

-

 

(495)

     

NET CASH FLOWS FROM FINANCING ACTIVITIES

 

29,022

 

(10,353)

          
     

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

17,318

 

   2,968

       

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

31,190

 

  15,505

       

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

48,508

 

   18,473

          

SUPPLEMENTAL CASH FLOW INFORMATION:

    

  CASH PAID DURING THE YEAR FOR:

    
 

Interest

$

7,011

 

      6,713

 

Income taxes

 

1,100

 

    1,214

          

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


-5-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 1 - Basis of Presentation

Substantially all of the assets, liabilities and operations of LCNB Corp. ("LCNB") are attributable to its wholly-owned subsidiaries, LCNB National Bank (the "Bank") and Dakin Insurance Agency, Inc. ("Dakin").  The accompanying unaudited consolidated financial statements include the accounts of LCNB, the Bank, and Dakin.


The unaudited interim consolidated financial statements, which have been reviewed by J.D. Cloud & Co. L.L.P., LCNB’s independent registered public accounting firm, in accordance with standards established by the Public Company Accounting Oversight Board, as indicated by their report included herein and which does not express an opinion on those 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”).  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  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.


Share and per share data have been restated to reflect a 100% stock dividend, accounted for as a stock split, declared by the Board of Directors on April 10, 2007 and paid on May 10, 2007 to shareholders of record on April 25, 2007.


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 and 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 and six months ended June 30, 2008 are not necessarily indicative of the results to be expected for the full year ending December 31, 2008.  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 2007 Form 10-K filed with the SEC.




-6-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 2 – Acquisitions

At the close of business on December 20, 2007, LCNB acquired 100% of the outstanding common stock of Sycamore National Bank (“Sycamore”), a commercial bank with two offices located in Cincinnati, Ohio, in a stock and cash transaction totaling approximately $9.6 million.  LCNB incurred an additional $256,000 in transaction costs related to this acquisition.  At the time of the acquisition, Sycamore was merged with and into the Bank and Sycamore’s two offices became offices of the Bank.  The acquisition of Sycamore was accounted for using the purchase accounting method and its results of operations are included in the consolidated financial results of LCNB from the acquisition date.  This acquisition added approximately $42.8 million in loans, $5.7 million in goodwill, $343,000 in core deposit intangibles, and $44.4 million in deposits to LCNB’s consolidated balance sheet.  The core deposit intangible is being amortized on a straight-line basis over six years.  


The change in the carrying amount of goodwill, all of which is related to the Sycamore acquisition, during the six months ended June 30, 2008 is as follows (thousands):


Balance, December 31, 2007

$

5,742

Net adjustments

 

(47)

Balance, June 30, 2008

$

5,695


The net adjustments relate primarily to finalization of various liabilities established at the time of the acquisition for certain merger related costs related to severance and personnel related charges, professional fees, contract termination costs, systems conversion, and related charges.  


The total liability established at the time of acquisition was approximately $435,000.  The amount utilized during 2007 was approximately $27,000 and an additional $364,000 was utilized during the six months ended June 30, 2008.  The remainder of the liability was adjusted to goodwill during the six month period ended June 30, 2008.


The following information presents the unaudited pro forma results of operations for the three and six months ended June 30, 2007 as though the acquisition had occurred on January 1, 2007.  The pro forma data was derived by combining the historical consolidated financial information of LCNB and Sycamore using the purchase method of accounting for business combinations.  The pro forma results do not necessarily indicate results that would have been obtained had the acquisition actually occurred on January 1, 2007 or results that may be achieved in the future (in thousands, except per share data):





- 7 -




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 2 – Acquisitions (continued)



Three Months Ended

June 30, 2007

 

Six Months

Ended

June 30, 2007

        

Net interest income

$

5,157

   

10,201

 

Provision for loan losses

 

68

   

173

 

Net interest income after  provision for loan losses

 

5,089

   

10,028

 

Non-interest income

 

2,206

   

4,194

 

Non-interest expense

 

5,103

   

10,204

 

Income before income taxes

 

2,192

   

4,018

 

Provision for income taxes

 

557

   

985

 

Net income

$

1,635

   

3,033

 

Basic earnings per share

$

0.24

   

0.44

 

Diluted earnings per share

$

0.24

   

0.44

 


Note 3 - Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is adjusted for the dilutive effects of stock options.  The diluted average number of common shares outstanding has been increased for the assumed exercise of stock options with proceeds used to purchase treasury shares at the average market price for the period.  The computations were as follows (in thousands, except share and per share data):


   

For the Three Months

   

For the Six Months

 
   

Ended June 30,

   

Ended June 30,

 
  

2008

 

2007

 

2008

 

2007

         

Net income

$

1,698

 

1,597

 

3,142

 

2,995

         

Weighted average number of shares outstanding used in the calculation of basic earnings per common share

 



6,687,232

 



6,360,845

 



6,687,232

 



6,368,322

         

Add dilutive effect of stock options

 

-

 

  926

 

-

 

1,310

         

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

 



6,687,232

 



6,361,771

 



6,687,232

 



6,369,632

         

Basic earnings per common share

$

0.25

 

0.25

 

0.47

 

0.47

         

Diluted earnings per common share

$

0.25

 

0.25

 

0.47

 

0.47

         

- 8 -




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 4 - Investment Securities

The amortized cost and estimated fair value of available-for-sale investment securities at June 30, 2008 and December 31, 2007 are summarized as follows (in thousands):

 

 

June 30, 2008

 
  

Amortized

Cost

 

Unrealized

Gains

 

Unrealized

Losses

 

Fair

Value

 

U.S. Agency notes

$

19,310

 

31

 

346

 

18,995

 

U.S. Agency mortgage-backed

  securities

 


26,367

 


8

 


485

 


25,890

 

Municipal securities:

         

     Non-taxable

 

52,307

 

474

 

288

 

52,493

 

     Taxable

 

4,415

 

10

 

23

 

4,402

 

Other debt securities

 

511

 

-

 

16

 

495

 

Marketable equity securities

 

16

 

-

 

3

 

13

 
 

$

102,926

 

523

 

1,161

 

102,288

 




 

December 31, 2007

  

Amortized

Cost

 

Unrealized

Gains

 

Unrealized

Losses

 

Fair

Value

 
          

U.S. Agency notes

$

14,092

 

  32

 

 21

 

14,103

 

U.S. Agency mortgage-backed      

  securities

 


22,697

 


  53

 


284

 


22,466

 

Municipal securities:

         

     Non-taxable

 

45,500

 

  290

 

 98

 

45,692

 

     Taxable

 

5,128

 

49

 

34

 

5,143

 

Marketable equity securities

 

    15

 

  4

 

  -

 

    19

 
 

$

 87,432

 

  428

 

  437

 

 87,423

 




- 9 -




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)




Note 4 - Investment Securities (continued)

Information concerning securities with gross unrealized losses at June 30, 2008, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (in thousands):


  

Less than Twelve Months

 

Twelve Months or Greater

  

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

         

U.S. Agency notes

$

12,770

 

346

 

-

 

-

U.S. Agency mortgage-

   backed securities

 


18,397

 


318

 


5,661

 


167

Municipal securities:

        

     Non-taxable

 

15,961

 

287

 

959

 

1

     Taxable

 

-

 

-

 

1,317

 

23

Other debt securities

 

495

 

16

 

-

 

-

Marketable equity

  securities

 


13

 


3

 


-

 


-

 

$

47,636

 

970

 

7,937

 

191


The unrealized losses are primarily due to increases in market interest rates.  Unrealized losses on securities at June 30, 2008 have not been recognized into income currently because management has the intent and ability to hold the securities for a period of time sufficient to allow for any anticipated recovery in fair values.  Therefore, no individual declines are deemed to be other than temporary.





-10-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 5 - Loans

Major classifications of loans at June 30, 2008 and December 31, 2007 are as follows (in thousands):


   

June 30,

 

 December 31,

   

2008

  

2007

 
       

Commercial and industrial

$

39,097

  

37,325

 

Commercial, secured by real estate

 

164,452

  

159,384

 

Residential real estate

 

190,971

  

193,920

 

Consumer

 

37,934

  

43,410

 

Agricultural

 

3,701

  

2,707

 

Other loans, including deposit overdrafts

 

9,394

  

9,114

 
   

445,549

  

445,860

 

Deferred net origination costs

 

915

  

1,027

 
   

446,464

  

446,887

 

Less allowance for loan losses

 

2,468

  

   2,468

 
 

Loans, net

$

443,996

  

444,419

 


Changes in the allowance for loan losses for the six months ended June 30, 2008 and 2007 were as follows (in thousands):


   

Six Months Ended

   

June 30,

   

2008

  

2007

Balance, beginning of period

$

2,468

  

2,050 

Provision for loan losses

 

134

  

 83 

Charge-offs

 

(363)

  

(271)

Recoveries

 

229

  

      188 

 

Balance, end of period

$

2,468

  

2,050 


Charge-offs for the six months ended June 30, 2008 and 2007 consisted primarily of consumer loans and checking and NOW account overdrafts.  




-11-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 5 - Loans (continued)

Non-accrual, past-due, and restructured loans as of June 30, 2008 and December 31, 2007 were as follows (in thousands):


   

June 30,

 

December 31,

   

2008

  

2007

Non-accrual loans

$

2,547

  

120

Past-due 90 days or more and still accruing

 

173

  

   247

Restructured loans

 

23

  

    2,222

 

Total

$

2,743

  

  2,589


Non-accrual loans at June 30, 2008 consisted primarily of a commercial real estate loan that had been classified as restructured at December 31, 2007.  The balance of this loan at June 30, 2008 and December 31, 2007 was $2,196,000 and $2,198,000, respectively.    It was classified as restructured at December 31, 2007 because of LCNB’s agreement during the second quarter 2007 to accept interest only payments monthly for a period of one year, pending the sale of the underlying real estate collateral.  The loan was  classified as non-accrual at June 30, 2008 because the collateral property remained unsold after being on the market for approximately one year and because the borrower does not have the financial ability to make payments according to the original loan terms.  The borrower is continuing efforts to sell the property.  


The remaining balance of non-accrual loans at June 30, 2008 and all non-accrual loans at December 31, 2007 consisted of real estate mortgage loans.  Loans past-due 90 days or more and still accruing interest at June 30, 2008 and December 31, 2007 consisted of consumer and residential mortgage loans.   


In addition to the commercial real estate loan described above, restructured loans at December 31, 2007 consisted of a matured home equity line of credit currently being paid under a forbearance agreement.  This home equity line of credit was the only loan classified as restructured at June 30, 2008.


Real estate acquired through foreclosure, which is included in “other assets” in the consolidated balance sheets, was $853,000 at December 31, 2007 and consisted of two single-family residential homes, both of which were sold during the first half of 2008.  LCNB did not have any real estate acquired at June 30, 2008.


Loans sold to and serviced for others are not included in the accompanying balance sheets.  The unpaid principal balances of those loans at June 30, 2008 and December 31, 2007 were $39,601,000 and $43,005,000, respectively.  Loans sold to the Federal Home Loan Mortgage Corporation during the three and six months ended June 30, 2008 totaled $90,000 and $733,000, respectively, and $1,364,000 and $2,006,000 during the three and six months ended June 30, 2007, respectively.




-12-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 6 - Fair Value Measurements

LCNB adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” and SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” on January 1, 2008.  SFAS No. 159 permits, but does not require, companies to measure many financial instruments and certain other items at fair value.  The decision to elect the fair value option is made individually for each instrument and is irrevocable once made.  Changes in fair value will be recorded in earnings.  LCNB has not selected any financial instruments for the fair value option as of June 30, 2008.


SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements about fair value measurements.  It establishes a fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value.  The three broad input levels defined by SFAS No. 157 are:


·

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; and


·

Level 3 - inputs that are unobservable for the asset or liability.


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.   


All of LCNB’s financial debt securities are classified as available-for-sale as described in SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”  The securities are reported at fair value with unrealized holding gains and losses reported net of income taxes in accumulated other comprehensive income.  Fair value for U.S. Treasury Notes is determined based on market quotations (level 1).  Fair value for most of the other investment securities is calculated using the discounted cash flow method for each security.  The discount rates for these cash flows are estimated using rates observed in the market (level 2).  The following table summarizes the valuation of LCNB’s available-for-sale securities by the input levels defined by SFAS No. 157 as of June 30, 2008 (thousands):





-13-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 6 – Fair Value Measurements (continued)


  

Fair Value Measurements at

Reporting Date Using

  

Fair Value Measurements 6/30/08

 

Quoted Prices in Active Markets for Identical Assets

 (Level 1)

 

Significant Other Observable Inputs

 (Level 2)

 

Significant Unobservable Inputs

 (Level 3)

              

Available-for-sale  

  securities



$


102,288

  


-

  


101,793

  


495

 

  

Assets that may be recorded at fair value on a nonrecurring basis include impaired loans and real estate acquired through foreclosure.  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.  When the fair value of the collateral is based on an observable market price or current appraised value, the valuation is considered a level 2 fair value.  When an appraised value is not available and there is not an observable market price, the resulting valuation is considered a level 3 fair value.  The table below presents LCNB’s impaired loans measured at fair value on a nonrecurring basis as of June  30, 2008 by the level in the fair value hierarchy within which those measurements fall (in thousands):


  

Fair Value Measurements at

Reporting Date Using

  

Fair Value Measurements 6/30/08

 

Quoted Prices in Active Markets for Identical Assets  (Level 1)

 

Significant Other Observable Inputs

 (Level 2)

 

Significant Unobservable Inputs

(Level 3)

              

Impaired loans

 

$

2,189

  

-

  

-

  

2,189

 


Real estate acquired through foreclosure is adjusted to fair value 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.  A valuation based on current appraised value is considered a level 2 fair value.  LCNB did not have real estate acquired at June 30, 2008.



-14-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 7 – Borrowings

LCNB has a $5 million advance from the Federal Home Loan Bank of Cincinnati.  It was obtained in March, 2007 and has a term of ten years.  Interest is payable monthly at a fixed rate of 5.25%.  The loan is secured by a blanket pledge of LCNB’s 1-4 family first lien mortgage loans.


At June 30, 2008 and December 31, 2007, short-term borrowings consisted of U.S. Treasury demand note borrowings totaling $1,847,000 and $1,459,000, respectively.  The interest rate on the U.S. Treasury demand note borrowings is variable and was 1.87% and 3.59% at June 30, 2008 and December 31, 2007, respectively.



Note 8 – Regulatory Capital

The Bank and LCNB are required by regulators to meet certain minimum levels of capital adequacy. These are expressed in the form of certain ratios. Capital is separated into Tier 1 capital (essentially shareholders' equity less goodwill and other intangibles) and Tier 2 capital (essentially the allowance for loan losses limited to 1.25% of risk-weighted assets). The first two ratios, which are based on the degree of credit risk in LCNB's assets, provide for weighting assets based on assigned risk factors and include off-balance sheet items such as stand-by letters of credit. The ratio of Tier 1 capital to risk-weighted assets must be at least 4.0% and the ratio of Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets must be at least 8.0%.  The capital leverage ratio supplements the risk-based capital guidelines. Banks are required to maintain a minimum ratio of Tier 1 capital to adjusted quarterly average total assets of 3.0%.


For various regulatory purposes, financial institutions are classified into categories based upon capital adequacy.  The highest "well-capitalized" category requires capital ratios of at least 10% for total risk-based, 6% for Tier 1 risk-based, and 5% for leverage.  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):





-15-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 8 – Regulatory Capital (continued)


    

 At

  

 At

 
    

June 30,

 

 December 31,

    

2008

  

2007

 
      

Regulatory Capital:

   
 

Shareholders' equity

$

57,170

  

56,528 

 
 

Goodwill and other intangibles

 

(6,468)

  

(6,746)

 
 

Accumulated other comprehensive loss

 

2,200

  

  1,825

 
  

Tier 1 risk-based capital

 

52,902

  

51,607 

 
         

Eligible allowance for loan losses

 

2,468

  

2,468 

 
  

Total risk-based capital

$

55,370

  

54,075 

 
         

Capital ratios:

      
 

Total risk-based (required 8.00%)

 

12.57%

  

12.51%

 
 

Tier 1 risk-based (required 4.00%)

 

12.01%

  

11.94%

 
 

Leverage (required 3.00%)

 

8.48%

  

9.22%

 



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 included 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.


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 June 30, 2008 and December 31, 2007 were as follows (in thousands):




-16-





LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 9 – Commitments and Contingent Liabilities (continued)


   

June 30,

 

 December 31,

   

2008

  

2007

 
 

Commitments to extend credit:

      
 

     Fixed rate

$

3,480

  

602

 
 

     Adjustable rate

 

3,715

  

   40

 
 

Unused lines of credit:

      
 

     Fixed rate

 

2,871

  

5,078

 
 

     Adjustable rate

 

64,808

  

74,298

 
 

Unused overdraft protection amounts on

      
 

  Demand and NOW accounts

 

10,540

  

 9,853

 
 

Standby letters of credit

 

7,970

  

8,404

 
  

$

93,384

  

98,275

 


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 in line of credit loans.  Commitments to extend credit and unused lines of credit generally have fixed expiration dates or other termination clauses.  


Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party.  At June 30, 2008 and December 31, 2007, outstanding guarantees of $1.6 million and $2.1 million, respectively, were issued to developers and contractors.  These guarantees generally are fully secured and have varying maturities.  In addition, LCNB has a participation in a letter of credit securing payment of principal and interest on a bond issue.  The participation amount at June 30, 2008 and December 31, 2007 was approximately $6.3 million.  The agreement has a final maturity date of January, 2012.


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; property, plant and equipment; residential realty; and income-producing commercial properties.


Material commitments for capital expenditures outstanding as of June 30, 2008 totaled approximately $780,000 and related primarily to the construction of a new branch facility in Centerville, Ohio.  It also includes information technology upgrades and purchases of furniture and equipment.


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




-17-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 9 – Commitments and Contingent Liabilities (continued)

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 - Stock Options

Under the Ownership Incentive Plan (the "Plan"), LCNB may grant stock-based awards to eligible employees.  The awards may be in the form of stock options, share awards, and/or appreciation rights.  The Plan provides for the issuance of up to 200,000 shares.  As of June 30, 2008, only stock options have been granted under the Plan.  Options granted to date vest ratably over a five year period and expire ten years after the date of grant.  Stock options outstanding at June 30, 2008 were as follows:


  

Outstanding

 

Exercisable

  
 

Exercise

Price

Number

Weighted

Average

Exercise

 Price

 

Number

Weighted

Average

Exercise

Price

Number

Exercised

Expiration

Date

$

13.09

11,056

$

13.09

 

11,056

$

13.09    

-

 

Feb, 2013

 

17.66

8,108

 

17.66

 

6,486

 

17.66    

-

 

Jan, 2014

 

18.95

7,934

 

18.95

 

3,174

 

18.95    

-

 

Jan, 2016

 

17.88

8,116

 

17.88

 

1,623

 

17.88    

-

 

Feb, 2017

 

12.55

13,918

 

12.55

 

       -

 

    -    

-

 

Feb, 2018

  

49,132

 

15.43

 

22,339

 

15.60    

-

  


The following table summarizes stock option activity for the periods indicated:


  

Six Months ended June 30,

 
  

2008

 

2007

 
  

Options

 

Weighted Average Exercise Price

 

Options

 

Weighted Average Exercise Price

 

Outstanding, January 1,

 

35,214

 

$16.57

 

27,098

 

$16.17

 

Granted

 

13,918

 

12.55

 

8,116

 

17.88

 

Exercised

 

-

 

-

 

-

 

-

 

Outstanding, June 30,

 

49,132

 

$15.43

 

35,214

 

$16.57

 

Exercisable,  June 30,

 

22,339

 

$15.60

 

15,297

 

$15.15

 





- 18 -




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 10 - Stock Options (continued)

At June 30, 2008, 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 at that date and that were “in the money” (market price greater than exercise price) was not applicable, since no options were in the money.  The intrinsic value changes based on changes in the market value of LCNB’s stock.


The estimated weighted-average fair value of the options granted in the first quarter of 2008 and 2007 were $2.27 and $3.76 per option, respectively.  The fair value was estimated at the dates of grant using the Black-Scholes option-pricing model and the following assumptions:


 

2008

2007

 

Risk-free interest rate

3.56%

4.83%

 

Average dividend yield

3.77%

3.68%

 

Volatility factor of the expected market

   

  price of LCNB’s common stock

22.72%

22.41%

 

Average life

8.2 years

8.3 years

 


Total expense related to options included in salaries and wages in the consolidated statements of income for the three and six months ended June 30, 2008 were $7,000 and $15,000, respectively and $6,000 and $11,000 for the three and six months ended June 30, 2007, respectively.  



Note 11 – Employee Benefits

LCNB has a noncontributory defined benefit retirement plan that covers all regular full-time employees.  The components of net periodic pension cost for the three and six months ended June 30, 2008 and 2007 are summarized as follows (in thousands):


  

For the Three Months

  

For the Six Months

  

Ended June 30,

 

Ended June 30,

  

2008

 

2007

 

2008

 

2007

         

Service cost

$

186 

 

171 

 

373 

 

341 

Interest cost

 

140 

 

96 

 

280 

 

191 

Expected return on plan assets

 

(133)

 

(105)

 

(264)

 

(209)

Amortization of net loss

 

32 

 

 2 

 

61 

 

     Net periodic pension cost

 

225 

 

164 

 

450 

 

327 


LCNB previously disclosed in its consolidated financial statements for the year ended December 31, 2007 that it expected to contribute $1,100,000 to its pension plan in 2008.  As of June 30, 2008, no contributions have been made.




-19-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 11 – Employee Benefits (continued)

At June 30, 2008, accumulated other comprehensive income included $1,779,000, net of tax, of unrecognized net actuarial loss.



Note 12 – Recent Accounting Pronouncements

SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”), was issued in December 2007 and replaces SFAS No. 141, “Business Combinations.”  It applies to all transactions or other events in which an entity obtains control over one or more businesses. SFAS No. 141R retains the fundamental requirement in SFAS No. 141 that the acquisition method of accounting, previously called the purchase method of accounting, be used for all business combinations and for an acquirer to be identified for each business combination.  SFAS No. 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their fair values as of the acquisition date.  This fair value approach replaces SFAS No. 141’s cost-allocation process, which required that the cost of an acquisition be allocated to the individual assets acquired and liabilities assumed based on their estimated fair value.  Any noncontrolling interests in the acquiree are also required to be measured at fair value.  SFAS No. 141R requires acquirers to expense direct acquisition-related costs as incurred.  SFAS No. 141 required that such costs be added to the cost of the acquisition.  This statement makes significant changes to other accounting practices for business combinations, including but not limited to accounting for step acquisitions, accounting for contingent liabilities arising from a business combination, accounting for research and development assets acquired in a business combination, and accounting for deferred taxes acquired in a business combination.  SFAS No. 141R applies prospectively to business combinations with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted.  LCNB will be required to apply SFAS No. 141R for any business combinations with an acquisition date on or after January 1, 2009.


SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51,” was issued in December 2007 and amends Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements.”  SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest, also called minority interest, in a subsidiary and for the deconsolidation of a subsidiary.  This statement is to be applied prospectively as of the beginning of the fiscal year beginning on or after December 15, 2008.  Early adoption is prohibited.  LCNB owns 100% of its subsidiaries and is not affected by SFAS No. 160.


SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133,” was issued in March, 2008 and changes the disclosure requirements for derivative instruments and hedging activities.  SFAS No. 161 is effective for financial statements, including both fiscal years and interim periods, issued after November 15, 2008.  Early application is encouraged.  LCNB does not own securities of the type covered by this statement and is not affected by it.




-20-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 12 – Recent Accounting Pronouncements (continued)

SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” was issued in May, 2008.  It identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles.  SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”  Management does not expect that the adoption of SFAS No. 162 will have a material effect on LCNB’s consolidated financial statements.  


The Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 157-2 in February 2008.  It delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The new effective date for such assets and liabilities is deferred to fiscal years beginning after November 15, 2008.  


FASB Staff Position EITF 03-6-1 (“FSP EITF 03-6-1) was issued in June 2008.  It clarifies that unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and must be included in the computation of earnings per share pursuant to the two-class method.  FSP EITF -3-6-1 is effective for fiscal years beginning after December 15, 2008 and early adoption is not permitted.  All previously reported earnings per share data will be retrospectively adjusted to conform with the provisions of FSP EITF 03-6-1.  Management does not believe that the adoption of FSP EITF 03-6-1 will have a material effect on LCNB’s consolidated financial statements.





-21-




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Shareholders

LCNB Corp. and subsidiaries

Lebanon, Ohio



We have reviewed the accompanying consolidated balance sheet of LCNB Corp. and subsidiaries as of June 30, 2008, and the related consolidated statements of income and comprehensive income for each of the three-month and six-month periods ended June 30, 2008 and 2007, and the related consolidated statements of shareholders’ equity and cash flows for each of the six-month periods ended June 30, 2008 and 2007.  These interim financial statements are the responsibility of the Company's management.


We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.


We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of LCNB Corp. and subsidiaries as of December 31, 2007, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein), and in our report dated February 27, 2008, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2007, is fairly stated in all material respects, in relation to the consolidated balance sheet from which it has been derived.





/s/ J.D. Cloud & Co. L.L.P.                                      



Cincinnati, Ohio

August 4, 2008




-22-




LCNB CORP. AND SUBSIDIARIES


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

Operations


Forward Looking Statements

Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties.  Forward looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words and their derivatives such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of LCNB and its management about future events.   Factors that could influence the accuracy of such forward looking statements include, but are not limited to, regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, general economic conditions and other risks.  Such forward-looking statements represent management's judgment as of the current date.  Actual strategies and results in future time periods may differ materially from those currently expected.  LCNB disclaims, however, any intent or obligation to update such forward-looking statements.  LCNB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.



Acquisition

At the close of business on December 20, 2007, LCNB acquired Sycamore National Bank (“Sycamore”) in a stock and cash transaction valued at approximately $9.6 million.  Sycamore operated two full–service branches in Cincinnati, Ohio, which became branches of the Bank.    As of December 20, 2007, Sycamore had total assets of $48.9 million, total loans, net of the related allowance for loan losses, of $42.8 million, and total deposits of $44.4 million.

Under the terms of the affiliation agreement, each share of Sycamore common stock was exchanged for, at the election of each shareholder, $33.75 in cash, 2.444 shares of LCNB common stock, or a combination of cash and shares.    A Sycamore shareholder’s election to receive cash or stock was subject to allocation procedures that ensured that, in the aggregate, 50% of the shares of Sycamore common stock were exchanged for cash and 50% were exchanged for stock.


The transaction, which was accounted for under the purchase accounting method, included the recognition of approximately $343,000 of core deposit intangibles and goodwill, as adjusted during the first half of 2008, of $5,695,000.  The goodwill represents the excess of the purchase price over the fair value of identifiable net assets, including the core deposit intangible.  The core deposit intangible is being amortized on a straight-line basis over 6 years.  Goodwill is not amortized, but is instead subject to an annual review for impairment.  Sycamore’s results of operations are included in the consolidated financial results of LCNB from the acquisition date.  





-23-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


Results of Operations

LCNB earned $1,698,000 or $0.25 basic and diluted earnings per share for the three months ended June 30, 2008, compared to $1,597,000 or $0.25 basic and diluted earnings per share for the three months ended June 30, 2007.  The return on average assets (ROAA) for the second quarter, 2008 was 1.08% and the return on average equity (ROAE) was 11.71%, compared with an ROAA of 1.18% and an ROAE of 12.35% for the second quarter of 2007.  


LCNB earned $3,142,000 or $0.47 basic and diluted earnings per share during the first six months of 2008 compared to $2,995,000 or $0.47 basic and diluted earnings per share for the first six months of 2007.  The ROAA and ROAE for the first six months of 2008 were 1.02% and 10.91%, respectively.  The comparable ratios for the first six months of 2007 were 1.11% and 11.69%, respectively.  


The increase in net income for each of the three and six months periods ended June 30, 2008 compared to 2007 was primarily attributed to an increase in net interest income, partially offset by an increase in non-interest expense.  Net interest income during 2008 was significantly influenced by the loans and deposits acquired from Sycamore.  Non-interest expenses during 2008 were influenced by the addition of the two offices acquired through the Sycamore acquisition and the opening of a new office in Oakwood, Ohio in May 2007.


While not immune from the effects of weakening economic conditions, LCNB’s earnings reflect continued relatively strong asset quality resulting from responsible underwriting and lending practices.  Consequently, net charge-offs for the first half of 2008 and 2007 totaled $134,000 and $83,000, respectively.  Classified loans (non-accrual, past due 90 days or more and still accruing interest, and restructured loans) totaled $2,743,000 or 0.61% of total loans at June 30, 2008, compared to $2,589,000 or 0.58% of total loans at December 31, 2007.



Net Interest Income


Three Months Ended June 30, 2008 vs. 2007.

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 June 30, 2008 and 2007, 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.





-24-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


 

Three Months Ended June 30,

 

2008

 

2007

  

Average

 

Interest

 

Average

 

Average

 

Interest

 

Average

  

Outstanding

 

Earned/

 

Yield/

 

Outstanding

 

Earned/

 

Yield/

  

Balance

 

Paid

 

Rate

 

Balance

 

Paid

 

Rate

  

(Dollars in thousands)

    
             

Loans (1)

$

448,092

$

7,211

 

6.45%

$

390,468 

$

6,704

 

6.89%

Federal funds sold and interest-

  bearing demand deposits

 


 29,025

 


151

 


2.09%

 


11,862 

 


159

 


5.38%

Interest-bearing deposits in banks

 

2,198

 

13

 

2.37%

 

-

 

-

 

-%

Federal Reserve Bank stock

 

890

 

24

 

10.82%

 

648 

 

19

 

11.76%

Federal Home Loan Bank stock

 

2,036

 

28

 

5.52%

 

1,685 

 

28

 

6.67%

Investment securities:

            
 

Taxable

 

49,541

 

554

 

4.49%

 

50,226 

 

545

 

4.35%

 

Non-taxable (2)

 

48,750

 

732

 

6.02%

 

47,489 

 

721

 

6.09%

 

Total earnings assets

 

580,532

 

8,713

 

6.02%

 

502,378 

 

8,176

 

6.53%

Non-earning assets

 

50,929

     

43,348 

    

Allowance for loan losses

 

(2,477)

     

(2,055)

    
 

Total assets

$

628,984

    

$

543,671 

    
             

Interest-bearing deposits

$

477,268

 

3,214

 

2.70%

$

402,689 

 

3,292

 

3.28%

Short-term borrowings

 

  927

 

4

 

1.73%

 

1,090 

 

14

 

5.15%

Long-term debt

 

   5,000

 

 66

 

5.29%

 

   5,000 

 

66

 

5.29%

 

Total interest-bearing liabilities 

 

483,195

 

3,284

 

2.73%

 

408,779 

 

3,372

 

3.31%

Demand deposits

 

83,084

     

80,038 

    

Other liabilities

 

4,500

     

3,014 

    

Capital

 

58,205

     

51,840 

    
 

Total liabilities and capital

$

628,984

    

$

543,671 

    
             

Net interest rate spread (3)

     

3.29%

     

3.22%

             

Net interest income and net

  interest margin on a taxable-

  equivalent basis (4)

  



$



5,429

 



3.75%

  



$



4,804

 



3.84%

             

Ratio of interest-earning assets to

  interest-bearing liabilities

 


120.14%

     


122.90%

    
             

(1)

Includes nonaccrual loans, if any.

(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 34%.

(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.





-25-




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 June 30, 2008 as compared to the same period in 2007.  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

      

 June 30, 2008 vs. 2007

      

Increase (decrease) due to:

      

Volume

 

Rate

 

Total

      

(In thousands)

Interest-earning Assets:

      
 

Loans

 

$

946

 

(439)

 

507

 

Federal funds sold and interest-bearing

  demand deposits

 

131

 

(139)

 

(8)

 

Interest-bearing deposits in banks

 

13

 

-

 

13

 

Federal Reserve Bank stock

 

7

 

(2)

 

5

 

Federal Home Loan Bank stock

 

5

 

(5)

 

-

 

Investment securities:

      
  

Taxable

 

(8)

 

17

 

9

  

Nontaxable

 

19

 

(8)

 

11

   

Total interest income

 

1,113

 

(576)

 

537

           

Interest-bearing Liabilities:

      
 

Deposits

 

555

 

(633)

 

(78)

 

Short-term borrowings

 

(2)

 

(8)

 

(10)

 

Long-term debt

 

-

 

-

 

-

   

Total interest expense

 

553

 

(641)

 

(88)

    

Net interest income

$

560

 

65

 

625






-26-





LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


Net interest income on a fully tax-equivalent basis for the three months ended June 30, 2008 totaled $5,429,000, an increase of $625,000 from the comparable period in 2007.  Total interest income increased $537,000 and total interest expense decreased $88,000.  


The increase in total interest income was due to a $78.2 million increase in average earning assets, partially offset by a 51 basis point (one basis point equals 0.01%) decrease in the average rate earned on earning assets.  The increase in interest earning assets was primarily due to a $57.6 million increase in average loans, a $17.2 million increase in federal funds sold and interest-bearing demand deposits, and a $2.2 million increase in interest-bearing deposits in banks.  Most of the loan growth was in commercial and residential real estate loans, primarily resulting from the Sycamore acquisition.  The decrease in the average rate earned on earning assets was primarily due to general decreases in market interest rates.


The decrease in total interest expense was primarily due to a 58 basis point decrease in the average rate paid, partially offset by a $74.4 million increase in average interest-bearing liabilities.  The decrease in the average rate paid on interest-bearing liabilities was primarily due to general decreases in market interest rates.  The increase in average interest-bearing liabilities was due to average interest-bearing deposits, which increased $74.6 million primarily due to deposits obtained through the Sycamore acquisition and secondarily through organic growth in deposits.  



Six Months Ended June 30, 2008 vs. 2007.

The following table presents, for the six months ended June 30, 2008 and 2007, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resultant average yields earned or rates paid.





-27-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


 

Six Months Ended June 30,

 

2008

 

2007

  

Average

 

Interest

 

Average

 

Average

 

Interest

 

Average

 

Outstanding

 

Earned/

 

Yield/

 

Outstanding

 

Earned/

 

Yield/

  

Balance

 

Paid

 

Rate

 

Balance

 

Paid

 

Rate

  

(Dollars in thousands)

    
             

Loans (1)

$

447,003

$

14,735

 

6.63%

$

390,430 

$

13,364

 

6.90%

Federal funds sold and interest-

  bearing demand deposits

 


24,270

 


302

 


2.50%

 


6,920 

 


184

 


5.36%

Interest-bearing deposits in banks

 

1,099

 

13

 

2.38%

 

-

 

-

 

-%

Federal Reserve Bank stock

 

806

 

24

 

5.99%

 

647 

 

19

 

5.92%

Federal Home Loan Bank stock

 

2,023

 

54

 

5.37%

 

2,011 

 

65

 

6.52%

Investment securities:

            
 

Taxable

 

45,423

 

1,022

 

4.52%

 

53,489 

 

1,186

 

4.47%

 

Non-taxable (2)

 

46,847

 

1,408

 

6.04%

 

48,385 

 

1,462

 

6.09%

  

Total earnings assets

 

567,471

 

17,558

 

6.22%

 

501,882 

 

16,280

 

6.54%

Non-earning assets

 

52,115

     

44,354 

    

Allowance for loan losses

 

(2,472)

     

(2,056)

    
  

Total assets

$

617,114

    

$

544,180 

    
             

Interest-bearing deposits

$

466,940

 

6,776

 

2.92%

$

400,942 

 

6,453

 

3.25%

Short-term borrowings

 

           726

 

  8

 

2.22%

 

5,931 

 

161

 

5.47%

Long-term debt

 

5,000

 

131

 

5.27%

 

3,066 

 

 80

 

5.26%

 

 Total interest-bearing liabilities 

 

472,666

 

6,915

 

2.94%

 

409,939 

 

6,694

 

3.29%

Demand deposits

 

81,978

     

79,531 

    

Other liabilities

 

          4,546

     

3,068 

    

Capital

 

        57,924

     

51,642 

    
  

Total liabilities and capital

$

      617,114

    

$

544,180 

    
             

Net interest rate spread (3)

     

3.28%

     

3.25%

             

Net interest income and net

  interest margin on a taxable-

  equivalent basis (4)

  



$



10,643

 



3.77%

  



$



9,586

 



3.85%

             

Ratio of interest-earning assets to 

  interest-bearing liabilities

 


120.06%

     


122.43%

    
             


(1)

Includes nonaccrual loans, if any.  Income from tax-exempt loans is included in interest income on a tax-equivalent basis, using an incremental rate of 34%.

(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 34%.

(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.



-28-




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 six months ended June 30, 2008 as compared to the same period in 2007.  


      

 Six Months Ended

      

 June 30, 2008 vs. 2007

      

Increase (decrease) due to:

      

Volume

 

Rate

 

Total

      

(In thousands)

Interest-earning Assets:

      
 

Loans

 

$

1,879

 

(508)

 

1,371

 

Federal funds sold and interest-bearing

  demand deposits

 

259

 

(141)

 

118

 

Interest-bearing deposits in banks

 

13

 

-

 

13

 

Federal Reserve Bank stock

 

5

 

-

 

5

 

Federal Home Loan Bank stock

 

-

 

(11)

 

(11)

 

Investment securities:

      
  

Taxable

 

(181)

 

17

 

(164)

  

Nontaxable

 

(46)

 

(8)

 

(54)

   

Total interest income

 

1,929

 

(651)

 

1,278

           

Interest-bearing Liabilities:

      
 

Deposits

 

997

 

(674)

 

323

 

Short-term borrowings

 

(91)

 

(62)

 

(153)

 

Long-term debt

 

51

 

-

 

51

   

Total interest expense

 

957

 

(736)

 

221

    

Net interest income

$

972

 

85

 

1,057


Net interest income on a fully tax-equivalent basis for the first half of 2008 totaled $10,643,000, a $1,057,000 increase from the first half of 2007.  Total interest income increased $1,278,000 and was partially offset by an increase in total interest expense of $221,000.





-29-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


The increase in total interest income was primarily due to $65.6 million increase in average total earning assets, partially offset by a 32 basis point decrease in the average rate earned on earning assets.  The increase in average earning assets was primarily due to a $56.6 million increase in average loans and a $17.4 million increase in average federal funds sold and interest-bearing demand deposits, partially offset by a $9.6 million decrease in average investment securities.  Most of the loan growth was in commercial and residential real estate loans, primarily resulting from the Sycamore acquisition.  The decrease in the average rate earned on earning assets was primarily due to general decreases in market interest rates.


The increase in total interest expense was due primarily to a $62.7 million increase in average interest-bearing liabilities, partially offset by a 35 basis point decrease in the average rate paid on interest-bearing liabilities.  The increase in average interest-bearing liabilities was primarily due to a $66.0 million increase in average interest-bearing deposits largely due to deposits acquired from the Sycamore acquisition.  This increase was partially offset by a $5.2 million decrease in average short-term borrowings.



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 June 30, 2008 and 2007 was $51,000 and $23,000, respectively, and $134,000 and $83,000 for the six months ended June 30, 2008 and 2007, respectively.  



Non -Interest Income


Three Months Ended June 30, 2008 vs. 2007.

Non-interest income for the second quarter of 2008 was $7,000 greater than for the same period in 2007.  Service charges and fees increased approximately $46,000, insurance agency income increased $14,000, and bank owned life insurance income increased $13,000.  These increases were largely offset by a $20,000 decrease in trust income and a $47,000 decrease in other operating income.  Service charges and fees increased primarily due to increases in checkcard income, partially offset by a decrease in overdraft fees.  Checkcard income grew because a greater number of cards were outstanding, partially due to the Sycamore acquisition, and because of the increasing popularity of checkcards as a retail payment method.  Trust income decreased partially due to the absence of executor fees received during the second quarter 2007 and partially due to a general market related decrease in the fair value of trust assets serviced, upon which fees are based.  These decreases were partially offset by fee adjustments that became effective on July 1, 2007.  Other operating income decreased largely because gains from the sale of residential real estate mortgage loans decreased $22,000 due to the decreased volume of loans sold during 2008.  Loan sales during the second quarter, 2008 totaled $90,000, compared to $1,364,000 of loans sold during the second quarter, 2007.  Also contributing to the decrease in other operating income was a $10,000 loss on the sale of real estate acquired through foreclosure.   


-30-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)



Six Months Ended June 30, 2008 vs. 2007.

Non-interest income for the first half of 2008 was $124,000 greater than for the same period in 2007.  Service charges and fees increased $74,000 for substantially the same reasons discussed above.   Trust income for the first half of 2008 increased $34,000 due to estate fees received during the first quarter, 2008 and fee adjustments that became effective on July 1, 2007.  In addition, insurance agency income for the first half of 2008 was $24,000 greater than the comparable period in 2007 and bank owned life insurance income was $29,000 greater.  Partially offsetting these increases was a $38,000 decrease in other operating income, largely due to a $27,000 decrease in gains from loans sold for substantially the same reasons discussed above.  Also contributing the decrease in other operating income was the previously discussed $10,000 loss on the sale of real estate acquired through foreclosure.



Non-Interest Expense


Three Months Ended June 30, 2008 vs. 2007.

Total non-interest expense increased $442,000 during the second quarter, 2008 as compared to the second quarter, 2007 primarily due to a $209,000 increase in salaries and wages, a $97,000 increase in pension and other employee benefits, a $67,000 increase in occupancy expense, and a $106,000 increase in other non-interest expense.  Salaries and wages and pension and other employee benefits increased primarily due to additional employees and routine salary and wage increases.  Occupancy expense increased due to increased maintenance costs and to an increase in the number of branch locations, specifically the two offices acquired from Sycamore and a new office located in Oakwood, Ohio that opened in May, 2007.  Other non-interest expense increased primarily due to increases in computer costs, telephone expense, office supplies expense, professional fees, and numerous smaller increases in other miscellaneous expense accounts.


These expense increases were slightly offset by a $36,000 decrease in intangible amortization, primarily due to the amortization in full during 2007 of an intangible asset related to the purchase of three offices from another bank in 1997.  This decrease was partially offset by amortization of the core deposit intangible resulting from the Sycamore acquisition in December, 2007.


Six Months Ended June 30, 2008 vs. 2007.

Total non-interest expense increased $898,000 during the first half, 2008 as compared to the first half of 2007 primarily due to a $397,000 increase in salaries and wages, a $162,000 increase in pension and other employee benefits, a $98,000 increase in occupancy expenses, and a $310,000 increase in other non-interest expense.  These increases were partially offset by a $72,000 decrease in intangible amortization. These increases and decreases were for substantially the same reasons discussed above.





-31-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


Income Taxes

LCNB’s effective tax rates for the six months ended June 30, 2008 and 2007 were 25.4% and 24.4%, respectively.  The difference between the statutory rate of 34.0% and the effective tax rate is primarily due to tax-exempt interest income from municipal securities and tax-exempt earnings from bank owned life insurance.



Financial Condition

Total assets increased $31.4 million during the first half of 2008, primarily funded by a $30.8 million increase in total deposits.  During this period, loans remained relatively stable, decreasing $0.4 million.  Unable to invest the additional deposits in loan growth, management increased LCNB’s investments in securities available for sale, interest-bearing deposits in banks, and federal funds sold and interest-bearing demand deposits.  Investment securities increased $14.9 million, interest-bearing deposits in banks increased $5.0 million, and federal funds sold and interest-bearing demand deposits increased $12.1 million.


Of the $30.8 million increase in total deposits, approximately $18.9 million of the increase was due to increases in public fund deposits by local governmental entities, caused in part by a temporary increase relating to the receipt of tax payments.  LCNB has also been receiving a higher than normal volume of deposits withdrawn from other banks.  These deposits may prove volatile when the economy recovers.



Liquidity

LCNB depends on dividends from its subsidiaries 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, as defined, 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, would be 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.


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, interest-bearing deposits in other banks, and securities available for sale.  At June 30, 2008, LCNB’s liquid assets amounted to $150.8 million or 23.7% of total assets, an increase from $118.6 million or 19.6% at December 31, 2007.  Liquid assets increased due to increases in securities available for sale, federal funds sold and interest-bearing demand deposits, and interest-bearing deposits in banks.




-32-





LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


Liquidity is also provided by access to core funding sources, primarily core depositors in the bank’s market area.  Approximately 77.6% of total deposits at June 30, 2008 were “core” deposits, a decrease from 79.4% at December 31, 2007.  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 Federal Home Loan Bank, purchase federal funds, or use a line of credit established with another bank.  


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.



Recent Accounting Pronouncements

SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”), was issued in December, 2007 and replaces SFAS No. 141, “Business Combinations.”  It applies to all transactions or other events in which an entity obtains control over one or more businesses. SFAS No. 141R retains the fundamental requirement in SFAS No. 141 that the acquisition method of accounting, previously called the purchase method of accounting, be used for all business combinations and for an acquirer to be identified for each business combination.  SFAS No. 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their fair values as of the acquisition date.  This fair value approach replaces SFAS No. 141’s cost-allocation process, which required that the cost of an acquisition be allocated to the individual assets acquired and liabilities assumed based on their estimated fair value.  Any noncontrolling interests in the acquiree are also required to be measured at fair value.  SFAS No. 141R requires acquirers to expense direct acquisition-related costs as incurred.  SFAS No. 141 required that such costs be added to the cost of the acquisition.  This statement makes significant changes to other accounting practices for business combinations, including but not limited to accounting for step acquisitions, accounting for contingent liabilities arising from a business combination, accounting for research and development assets acquired in a business combination, and accounting for deferred taxes acquired in a business combination.  SFAS No. 141R applies prospectively to business combinations with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted.  LCNB will be required to apply SFAS No. 141R for any business combinations with an acquisition date on or after January 1, 2009.





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LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)




SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51,” was issued in December, 2007 and amends Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements.”  SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest, also called minority interest, in a subsidiary and for the deconsolidation of a subsidiary.  This statement is to be applied prospectively as of the beginning of the fiscal year beginning on or after December 15, 2008.  Early adoption is prohibited.  LCNB owns 100% of its subsidiaries and is not affected by SFAS No. 160.


SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133,” was issued in March, 2008 and changes the disclosure requirements for derivative instruments and hedging activities.  SFAS No. 161 is effective for financial statements, including both fiscal years and interim periods, issued after November 15, 2008.  Early application is encouraged.  LCNB does not own securities of the type covered by this statement and is not affected by it.


SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” was issued in May, 2008.  It identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles.  SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”  Management does not expect that the adoption of SFAS No. 162 will have a material effect on LCNB’s consolidated financial statements.  


The Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 157-2 in February 2008.  It delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The new effective date for such assets and liabilities is deferred to fiscal years beginning after November 15, 2008.  


FASB Staff Position EITF 03-6-1 (“FSP EITF 03-6-1) was issued in June 2008.  It clarifies that unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and must be included in the computation of earnings per share pursuant to the two-class method.  FSP EITF -3-6-1 is effective for fiscal years beginning after December 15, 2008 and early adoption is not permitted.  All previously reported earnings per share data will be retrospectively adjusted to conform with the provisions of FSP EITF 03-6-1.  Management does not believe that the adoption of FSP EITF 03-6-1 will have a material effect on LCNB’s consolidated financial statements.




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LCNB CORP. AND SUBSIDIARIES


Item 3.  Quantitative and Qualitative Disclosures about Market Risks


LCNB and the Bank are exposed to interest rate risk.  The banking business consists of investments in interest-earning assets, which are funded by interest-bearing liabilities, both of which have varying levels of sensitivity to changes in rates of interest.  The Bank’s Asset and Liability Management Committee (“ALCO”) meets on a regular basis and attempts to manage this interest rate risk, primarily using a combination of Interest Rate Sensitivity Analysis (IRSA) and Economic Value of Equity (EVE) analysis.  


The IRSA model is used to estimate the effect on net interest income 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.  The base projection uses a current interest rate scenario.  As shown below, the June 30, 2008 IRSA indicates that an increase in interest rates would have a positive effect on net interest income, and a decrease in rates would have a negative effect on net interest income. The changes in net interest income for the up and down 100, 200, and 300 basis point rate assumptions are within LCNB’s acceptable ranges.  



Rate Shock Scenario in Basis Points

 



Amount

$ Change in

Net Interest

Income

% Change in

Net Interest

Income

  

(Dollars in thousands)        

Up 300

$

23,306

1,911

8.93%

Up 200

 

22,726

1,331

6.22%

Up 100

 

22,089

694

3.24%

Base

 

21,395

-

-%

Down 100

 

20,687

(708)

-3.31%

Down 200

 

20,744

(651)

-3.04%

Down 300

 

21,089

(306)

-1.43%


IRSA shows the effect on net interest income 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 June 30, 2008 EVE analysis indicates that an increase in interest rates would have a negative effect on the EVE and a decrease in rates would have a positive effect on the EVE.  . The changes in EVE for the up and down 100 and 200 rate assumptions are within LCNB’s acceptable ranges.  The changes in EVE for up and down 300 basis points are slightly outside LCNB’s policy range of a 25% change, but management has determined the changes are acceptable in the current economic environment.


Rate Shock Scenario in Basis Points

 


Amount

$ Change in

EVE

% Change in

EVE

  

(Dollars in thousands)        

Up 300

$

45,015

(16,612)

-26.96%

Up 200

 

49,647

(11,980)

-19.44%

Up 100

 

56,035

(5,592)

-9.07%

Base

 

61,627

-

-%

Down 100

 

66,220

4,593

7.45%

Down 200

 

70,717

9,090

14.75%

Down300

 

78,578

16,951

27.51%


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LCNB CORP. AND SUBSIDIARIES



Item 3.  Quantitative and Qualitative Disclosures about Market Risks (continued)


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.  



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 June 30, 2008, 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 – Not Applicable


Item 1A.  Risk Factors – No material changes


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


During the period of 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 – Not Applicable





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PART II.  OTHER INFORMATION


LCNB CORP. AND SUBSIDIARIES



Item 4.     Submission of Matters to a Vote of Security Holders  


The Annual Meeting of the shareholders of LCNB Corp. was held on April 8, 2008.

One item was voted on by the shareholders of LCNB:  Election of three Class III directors

for a three-year term and one Class II director for a two-year term.


The following nominees were elected as Class III directors by the votes indicated:


Director

 

For

 

Withheld

Rick L. Blossom

 

5,629,994 

 

180,973

William H. Kaufman

 

5,494,501 

 

316,466

George L. Leasure

 

5,641,818 

 

169,149


The following nominee was elected as a Class II director:

 

Director

 

For

 

Withheld

Steve P. Foster

 

5,502,101 

 

308,866



The following Class I and II members of the Board of Directors have terms expiring in

2009 and 2010, respectively:  


Class I:     David S. Beckett, Spencer S. Cropper, Stephen P. Wilson

Class II:   Joseph W. Schwarz, Kathleen Porter Stolle


Item 5. Other Information – Not Applicable





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PART II.  OTHER INFORMATION


LCNB CORP. AND SUBSIDIARIES



Item 6. Exhibits


Exhibit No.

Title


Page No.

 

2

 

Amended and Restated Affiliation Agreement dated September 24,

  
   

2007 by and among LCNB Corp., Lebanon-Citizens National Bank, and Sycamore National Bank – incorporated by reference to Form

S-4A filed on October 22, 2007, Annex A.

  
      
 

3(i)

 

Articles of Incorporation – incorporated by reference to Form 10-Q

  
   

for the quarterly period ended March 31, 2005, Exhibit 3(i).

  
      
 

3(ii)

 

Regulations – incorporated by reference to Form 10-Q for the quarterly

  
   

period ended March 31, 2005, Exhibit 3(ii).

  
      
 

10.1

 

LCNB Corp. Ownership Incentive Plan – incorporated by reference to

  
   

Registrant’s Form DEF 14A Proxy Statement pursuant to Section

  
   

14(a), dated March 15, 2002, Exhibit A (000-26121).

  
      
 

10.2

 

Form of Option Grant Agreement under the LCNB Corp. Ownership

  
   

Incentive Plan – incorporated by reference to Form 10-K for the fiscal

  
   

year ended December 31, 2005, Exhibit 10.2.

  
      
 

15

 

Letter regarding unaudited interim financial information.

 

41

      
 

31.1

 

Certification of Chief Executive Officer under Section 302 of the

  
   

Sarbanes-Oxley Act of 2002.

 

42

      
 

31.2

 

Certification of Chief Financial Officer under Section 302 of the

  
   

Sarbanes-Oxley Act of 2002.

 

44

      
 

32

 

Certification of Chief Financial Officer and Chief Financial Officer

  
   

under Section 906 of the Sarbanes-Oxley Act of 2002.

 

46





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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.


August 4, 2008

/s/ Stephen P. Wilson

Stephen P. Wilson, CEO &

Chairman of the Board of Directors



August 4, 2008

/s/Robert C. Haines, II

Robert C. Haines, II, Executive Vice President

and Chief Financial Officer





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Exhibit 15






Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549


Commissioners:


We are aware that our report dated August 4, 2008 on our review of interim financial statements of LCNB Corp. and Subsidiaries (the "Company"), as of and for the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarter then ended, is incorporated by reference in the Registration Statement of the Company on Form S-8, filed on March 13, 2003.  Pursuant to Rule 436 under the Securities Act of 1933 (the “Act”), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.




/s/ J.D. Cloud & Co. L.L.P.

J.D. Cloud & Co. L.L.P.



Cincinnati, Ohio

August 4, 2008



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Exhibit 31.1



CERTIFICATIONS


In connection with the Quarterly Report of LCNB Corp. on Form 10-Q for the period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen P. Wilson, Chief Executive Officer of LCNB Corp., certify that:


1)

I have reviewed this quarterly report on Form 10-Q of LCNB Corp.;

2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4)

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


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5)

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




/s/ Stephen P. Wilson

 

Stephen P. Wilson

 

Chief Executive Officer

 

August 4, 2008

 



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Exhibit 31.2



CERTIFICATIONS



In connection with the Quarterly Report of LCNB Corp. on Form 10-Q for the period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert C. Haines, II, Executive Vice President and Chief Financial Officer of LCNB Corp., certify that:


1)

I have reviewed this annual report on Form 10-Q of LCNB Corp.;

2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4)

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


-44-




5)

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




/s/ Robert C. Haines, II

 

Robert C. Haines, II

 

Executive Vice President and

  Chief Financial Officer

 

August 4, 2008

 



-45-




Exhibit 32



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of LCNB Corp. (the "Company") on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Stephen P. Wilson, Chief Executive Officer, and Robert C. Haines, II, Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:


(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




/s/ Stephen P. Wilson

 

/s/ Robert C. Haines, II

Stephen P. Wilson

Chief Executive Officer

 

Robert C. Haines, II

Chief Financial Officer



Date:  August 4, 2008




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