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LCNB CORP - Quarter Report: 2010 March (Form 10-Q)

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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 March 31, 2010


 (     )

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

                                                  [  ] Yes         [  ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  

     Large accelerated filer [  ]

Accelerated filer [X]

     Non-accelerated filer [  ] (Do not check if a smaller reporting company)

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 May 3, 2010 was 6,687,232 shares.




LCNB Corp.


INDEX



PART I – FINANCIAL INFORMATION

3


Item 1.  Financial Statements

3


CONSOLIDATED BALANCE SHEETS

3


CONSOLIDATED STATEMENTS OF INCOME

4


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

5


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

6


CONSOLIDATED STATEMENTS OF CASH FLOWS

7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8


REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM

26


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

27


Item 3.  Quantitative and Qualitative Disclosures about Market Risks

33


Item 4.  Controls and Procedures

34


Item 4T.  Controls and Procedures

34


PART II -- OTHER INFORMATION

35


Item 1. Legal Proceedings

35


Item 1A.  Risk Factors

35


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

35


Item 3. Defaults Upon Senior Securities

35


Item 4. (Removed and Reserved).

35


Item 5. Other Information

35


Item 6. Exhibits

36


SIGNATURES

38




-2-




PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 
 
  

March 31,

 

December 31,

  

2010

 

2009

  

(Unaudited)

  

ASSETS:

        

   Cash and due from banks

 

$

23,622

   

12,626

 

   Federal funds sold and interest-bearing demand deposits

  

3,710

   

 -

 

        Total cash and cash equivalents

  

27,332

   

12,626

 
         

   Investment securities:

        

       Available-for-sale, at fair value

  

184,946

   

201,578

 

       Held-to-maturity, at cost

  

13,887

   

13,030

 

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

  

3,031

   

3,031

 

   Loans, net

  

456,769

   

457,418

 

   Premises and equipment, net

  

15,558

   

15,722

 

   Goodwill

  

5,915

   

5,915  

 

   Bank owned life insurance

  

14,275

   

14,122

 

   Other assets

  

11,366

   

10,967

 

            TOTAL ASSETS

 

$

733,079

   

734,409

 
         

LIABILITIES:

        

   Deposits:

        

        Noninterest-bearing

 

$

89,038

   

93,894

 

        Interest-bearing

  

542,141

   

530,285

 

             Total deposits

  

631,179

   

624,179

 

   Short-term borrowings

  

5,108

   

 14,265

 

   Long-term debt

  

24,153

   

   24,960

 

   Accrued interest and other liabilities

  

5,573

   

5,390

 

            TOTAL LIABILITIES

  

666,013

   

668,794

 
         

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 March 31, 2010 and December 31, 2009

  


11,068

   


11,068

 

   Surplus

  

15,416

   

15,407

 

   Retained earnings

  

50,104

   

48,962

 

   Treasury shares at cost,

     758,282 shares at  March 31, 2010 and December 31, 2009

  


(11,737)

   


(11,737)

 

   Accumulated other comprehensive income, net of taxes

  

2,215

   

1,915

 

            TOTAL SHAREHOLDERS' EQUITY

  

67,066

   

65,615

 
         

            TOTAL LIABILITES AND SHAREHOLDERS' EQUITY

 

$

733,079

   

734,409

 
         

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

         
 



-3-





LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

 
   

Three Months Ended

 
   

March 31,

 
   

2010

   

2009

 

INTEREST INCOME:

        

   Interest and fees on loans

 

$

6,822

   

6,876

 

   Dividends on Federal Reserve Bank and Federal Home Loan Bank stock

  

24

   

24

 

   Interest on investment securities-

        

       Taxable

  

931

   

1,071

 

       Non-taxable

  

808

   

624

 

   Other short-term investments

  

8

   

12

 

        TOTAL INTEREST INCOME

  

8,593

   

8,607

 
         

INTEREST EXPENSE:

        

   Interest on deposits

  

1,976

   

2,621

 

   Interest on short-term borrowings

  

9

   

-

 

   Interest on long-term debt

  

177

   

107

 

        TOTAL INTEREST EXPENSE

  

2,162

   

2,728

 

        NET INTEREST INCOME

  

6,431

   

5,879

 

PROVISION FOR LOAN LOSSES

  

208

   

98

 
         

        NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

6,223

   

5,781

 
         

NON-INTEREST INCOME:

        

   Trust income

  

469

   

481

 

   Service charges and fees

  

946

   

935

 

   Net gain on sales of securities

  

77

   

-

 

   Insurance agency income

  

419

   

366

 

   Bank owned life insurance income

  

153

   

158

 

   Gains from sales of mortgage loans

  

30

   

137

 

   Other operating income

  

89

   

53

 

        TOTAL NON-INTEREST INCOME

  

2,183

   

2,130

 
         

NON-INTEREST EXPENSE:

        

   Salaries and wages

  

2,401

   

2,352

 

   Pension and other employee benefits

  

631

   

662

 

   Equipment expenses

  

209

   

244

 

   Occupancy expense, net

  

524

   

482

 

   State franchise tax

  

186

   

162

 

   Marketing

  

79

   

113

 

   Intangible amortization

  

27

   

28

 

   FDIC insurance premiums

  

218

   

25

 

   Write-off of pension asset

  

-

   

722

 

   Other non-interest expense

  

1,245

   

1,127

 

        TOTAL NON-INTEREST EXPENSE

  

5,520

   

5,917

 
         

        INCOME BEFORE INCOME TAXES

  

2,886

   

1,994

 

PROVISION FOR INCOME TAXES

  

674

   

431

 

        NET INCOME

  

2,212

   

1,563

 

PREFERRED STOCK DIVIDENDS AND DISCOUNT ACCRETION

  

-

   

102

 

        NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

 

$

2,212

   

1,461

 
         

Dividends declared per common share

 

$

0.16

   

0.16

 
         

Earnings per common share:

        

   Basic

 

$

0.33

   

0.22

 

   Diluted

  

0.33

   

0.22

 
         

Weighted average common shares outstanding:

        

   Basic

  

6,687,232

   

6,687,232

 

   Diluted

  

6,729,790

   

6,687,232

 
         
         

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

         



-4-






LCNB CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(In thousands)

 

(Unaudited)

 
         
   

Three Months Ended

 
   

March 31,

 
   

2010

   

2009

 
         

Net Income

 

$

2,212

   

1,563

 
         

Other comprehensive income:

        
         

  Net unrealized gain (loss) on available-for-sale

    securities (net of taxes of $181 and $53 for the three

    months ended March 31, 2010 and 2009, respectively)

  



351

   



(102)

 
         

  Reclassification adjustment for net realized gain on    

    sale of available-for-sale securities included in net

    income (net of taxes of $26)

  



(51)

   



-

 
         

  Reversal of pension plan unrecognized net loss

    (net of taxes of $1,564)

  


-

   


3,037

 
         

Total comprehensive income

 

$

2,512

   

4,498

 
         
         
         

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

 
 





-5-





  

LCNB CORP. AND SUBSIDIARIES

  

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

  

(Dollars in thousands, except per share amounts)

  

(Unaudited)

                    
             

Accumulated

    
 

Common

           

Other

  

Total

 
 

Shares

 

Preferred

 

Common

   

Retained

 

Treasury

 

Comprehensive

 

Shareholders'

 

Outstanding

 

Stock

 

Stock

 

Surplus

 

Earnings

 

Shares

 

Income (Loss)

  

Equity

 
                    

Balance January 1, 2010

6,687,232

$

-

 

11,068

 

15,407

 

48,962

 

(11,737)

  

1,915

   

65,615

 

Net income

        

2,212

        

2,212

 

Net unrealized gain on available-for-

  sale securities, net of tax

             


300

   


300

 

Compensation expense relating to

  stock options

    


 


9

          


9

 

Common stock dividends, $0.16 per share

        

(1,070)

        

(1,070)

 

Balance March 31, 2010

6,687,232

 

-

 

11,068

 

15,416

 

50,104

 

(11,737)

  

2,215

   

67,066

 
                    

Balance January 1, 2009

6,687,232

$

-

 

11,068

 

14,792

 

46,584

 

(11,737)

  

(2,591)

   

58,116

 

Net income

        

1,563

        

1,563

 

Issuance of preferred stock and

  related warrant

  


12,817

   


583

          


13,400

 

Net unrealized loss on available-for-

  sale securities, net of tax

             


(102)

   


(102)

 

Reversal of pension plan unrecognized

  net loss, net of tax

             


3,037

   


3,037

 

Compensation expense relating to

  stock options

      


6

          


6

 

Preferred stock dividends and

  discount accretion

  


35

     


(102)

        


(67)

 

Common stock dividends, $0.16 per share

        

(1,069)

        

(1,069)

 

Balance March 31, 2009

6,687,232

$

12,852

 

11,068

 

15,381

 

46,976

 

(11,737)

  

344

   

74,884

 
                    
                    
  

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

                   
   




-6-






LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

   
  

Three Months Ended

  

March 31,

  

2010

 

2009

CASH FLOWS FROM OPERATING ACTIVITIES:

    

   Net income

$

2,212

 

1,563

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

    

      Depreciation, amortization and accretion

 

631

 

482

      Provision for loan losses

 

208

 

98

      Increase in cash surrender value of bank owned life insurance

 

(153)

 

(158)

      Realized (gain) loss on sales of securities available-for-sale

 

(77)

 

-

      Realized (gain) loss on sales of premises and equipment

 

(4)

 

(18)

      Origination of mortgage loans for sale

 

(1,600)

 

(10,034)

      Realized gains from sales of mortgage loans

 

(30)

 

(137)

      Proceeds from sales of mortgage loans

 

1,613

 

10,070

      Compensation expense related to stock options

 

9

 

6

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

    

        Income receivable

 

(149)

 

(373)

        Other assets

 

(221)

 

(1,106)

        Other liabilities

 

28

 

1,360

            NET CASH FLOWS FROM OPERATING ACTIVITIES

 

2,467

 

1,753

     

CASH FLOWS FROM INVESTING ACTIVITIES:

    

   Proceeds from sales of investment securities available-for-sale

 

5,342

 

-

   Proceeds from maturities of investment securities:

    

     Available-for-sale

 

16,875

 

30,764

     Held-to-maturity

 

516

 

80

   Purchases of investment securities:

    

     Available-for-sale

 

(5,324)

 

(68,560)

     Held-to-maturity

 

(1,373)

 

(2,849)

   Net decrease in loans

 

259

 

7,423

   Proceeds from sale of repossessed assets

 

61

 

59

   Purchases of premises and equipment

 

(87)

 

(292)

   Proceeds from sales of premises and equipment

 

4

 

18

            NET CASH FLOWS FROM INVESTING ACTIVITIES

 

16,273

 

(33,357)

     

CASH FLOWS FROM FINANCING ACTIVITIES:

    

   Net increase in deposits

 

7,000

 

12,647

   Net decrease in short-term borrowings

 

(9,157)

 

(1,443)

   Proceeds from long-term debt

 

-

 

15,000

   Principal payments on long-term debt

 

(807)

 

-

   Proceeds from issuance of preferred stock

 

-

 

13,400

   Cash dividends paid on common stock

 

(1,070)

 

(1,069)

   Cash dividends paid on preferred stock

 

-

 

(67)

            NET CASH FLOWS FROM FINANCING ACTIVITIES

 

(4,034)

 

38,468

     

            NET CHANGE IN CASH AND CASH EQUIVALENTS

 

14,706

 

6,864

     

CASH AND CASH EQUIVALENTS AT BEGINNING OF  PERIOD

 

12,626

 

18,020

     

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

27,332

 

24,884

     

SUPPLEMENTAL CASH FLOW INFORMATION:

    

CASH PAID DURING THE YEAR FOR:

    

   Interest

$

2,186

 

2,787

   Income taxes

 

315

 

-

     

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:

    

   Investment securities transferred from available-for-sale to held-to-maturity

 

-

 

1,944

   Transfer from loans to other real estate owned and repossessed assets

 

125

 

7

 

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



-7-




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.


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


The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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 months ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.  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 2009 Annual Report on Form 10-K filed with the SEC.





-8-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 2 -  Investment Securities

The amortized cost and fair value of available-for-sale investment securities at March 31, 2010 and December 31, 2009 are summarized as follows (in thousands):

 

 

March 31, 2010

  

Amortized

Cost

 

Unrealized

Gains

 

Unrealized

Losses

 

Fair

Value

 

U.S. Treasury notes

$

13,248

 

10

 

20

 

13,238

 

U.S. Agency notes

 

35,828

 

238

 

-

 

36,066

 

U.S. Agency mortgage-backed securities

 

45,590

 

1,245

 

30

 

46,805

 

Corporate securities

 

5,931

 

60

 

-

 

5,991

 

Municipal securities:

         

     Non-taxable

 

70,632

 

1,931

 

38

 

72,525

 

     Taxable

 

9,127

 

227

 

-

 

9,354

 

Other debt securities

 

547

 

-

 

-

 

547

 

Trust preferred securities

 

298

 

52

 

-

 

350

 

Equity securities

 

63

 

7

 

-

 

70

 
 

$

181,264

 

3,770

 

88

 

184,946

 


 

December 31, 2009

  

Amortized

Cost

 

Unrealized

Gains

 

Unrealized

Losses

 

Fair

Value

 
          

U.S. Treasury notes

$

13,288

 

49

 

29

 

13,308

 

U.S. Agency notes

 

45,931

 

207

 

250

 

45,888

 

U.S. Agency mortgage-backed securities

 

48,650

 

1,093

 

119

 

49,624

 

Corporate securities

 

8,450

 

64

 

26

 

8,488

 

Municipal securities:

         

     Non-taxable

 

72,002

 

2,056

 

36

 

74,022

 

     Taxable

 

9,127

 

176

 

2

 

9,301

 

Other debt securities

 

542

 

-

 

4

 

538

 

Trust preferred securities

 

298

 

46

 

-

 

344

 

Equity securities

 

62

 

3

 

-

 

65

 
 

$

198,350

 

3,694

 

466

 

201,578

 


The fair value of held-to-maturity investment securities, consisting of non-taxable municipal securities, approximates amortized cost at March 31, 2010 and December 31, 2009.




-9-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 2 -  Investment Securities (continued)

Information concerning securities with gross unrealized losses at March 31, 2010, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (in thousands):


  

March 31, 2010

  

Less than Twelve Months

 

Twelve Months or Greater

  

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

         

U.S. Treasury notes

$

10,564

 

20

 

-

 

-

U.S. Agency mortgage-

   backed securities



7,243

 


30

 


42

 


-

Municipal securities

 

2,941

 

33

 

435

 

5

 

$

20,748

 

83

 

477

 

5


The unrealized losses at March 31, 2010 are primarily due to increases in market interest rates.  Because LCNB does not have the intent to sell the investments and it is more likely than not that LCNB will not be required to sell the investments before recovery of their amortized cost bases, which may be maturity, LCNB does not consider these investments to be other-than-temporarily impaired.



Note 3 - Loans

Major classifications of loans at March 31, 2010 and December 31, 2009 are as follows (in thousands):


  

March 31,

 

December 31,

   

2010

   

2009

 
         

Commercial and industrial

 

$

44,092

   

42,807

 

Commercial, secured by real estate

  

187,593

   

185,024

 

Residential real estate

  

191,771

   

193,293

 

Consumer

  

23,792

   

26,185

 

Agricultural

  

2,648

   

3,125

 

Other loans, including deposit overdrafts

  

9,441

   

9,422

 
   

459,337

   

459,856

 

Deferred net origination costs

  

492

   

560

 
   

459,829

   

460,416

 

Less allowance for loan losses

  

3,060

   

2,998

 

      Loans, net

 

$

456,769

   

457,418

 




-10-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 3 – Loans (continued)

Changes in the allowance for loan losses for the three months ended March 31, 2010 and 2009 were as follows (in thousands):


   

Three Months Ended

 
   

March 31,

 
   

2010

   

2009

 
         

Balance, beginning of year

 

$

2,998

   

2,468

 
         

Provision for loan losses

  

208

   

98

 
         

Charge-offs

  

(205)

   

(197)

 

Recoveries

  

59

   

99

 

  Net charge-offs

  

(146)

   

(98)

 
         

Balance, end of period

 

$

3,060

   

2,468

 


Charge-offs for the three months ended March 31, 2010 and 2009 primarily consisted of consumer loans and checking and NOW account overdrafts.  


Non-accrual, past-due, and restructured loans as of March 31, 2010 and December 31, 2009 were as follows (in thousands):


  

March 31,

 

December 31,

   

2010

   

2009

 
         

Non-accrual loans

 

$

3,370

   

2,939

 

Past-due 90 days or more and still accruing

  

547

   

924

 

Restructured loans

  

7,120

   

7,173

 

     Total

 

$

11,037

   

11,036

 

Percent to total loans

  

2.40%

   

2.40%

 


Non-accrual loans at March 31, 2010 were $431,000 greater than at December 31, 2009 and loans past-due 90 days or more and still accruing decreased $377,000 primarily due to the reclassification of three loans to the same borrower from past-due 90 days or more and still accruing at December 31, 2009 to non-accrual at March 31, 2010.  



-11-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 3 – Loans (continued)

The following is a summary of information pertaining to loans considered to be impaired at March 31, 2010 and December 31, 2009 (in thousands):


  

March 31,

 

December 31,

   

2010

   

2009

 
         

Impaired loans without a valuation allowance

$

 

7,728

   

6,927

 

Impaired loans with a valuation allowance

  

3,225

   

3,249

 

Total impaired loans

  

10,953

   

10,176

 
         

Valuation allowance related to impaired loans

$

 

944

   

858

 


Other real estate owned (which includes property acquired through foreclosure or deed-in-lieu of foreclosure and also includes property deemed to be in-substance foreclosed) and other repossessed assets, which are included in “other assets” in the consolidated balance sheets, totaled approximately $2,554,000 at March 31, 2010, compared to $2,470,000 at December 31, 2009.  Other real estate owned increased primarily due to the transfer of a residential real estate property into this category during the first quarter 2010.


Loans sold to and serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of those loans at March 31, 2010 and December 31, 2009 were $57,196,000 and $57,369,000, respectively.  Loans sold to the Federal Home Loan Mortgage Corporation during the three months ended March 31, 2010 and 2009 totaled $1,600,000 and $10,034,000, respectively.  The decrease in the amount of mortgage loans sold is primarily due to an above average number of refinanced loans during the first quarter 2009 resulting from a general decline in market interest rates during that period.



-12-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 4 – Borrowings

Funds borrowed from the Federal Home Loan Bank of Cincinnati at March 31, 2010 and December 31, 2009 are as follows (in thousands):


 

Current

   
 

Interest

March 31,

 

December 31,

 

Rate

 

2010

   

2009

 
         

Fixed Rate Advances, due at maturity:

        

  Advance due February 2011

2.10%

$

5,000

   

5,000

 

  Advance due August 2012

1.99%

 

6,000

   

6,000

 

  Advance due March 2017

5.25%

 

5,000

   

5,000

 
         

Fixed Rate Advances, with monthly

  principal and interest payments:

        

    Advance due March 2014

2.45%

 

4,048

   

4,288

 

    Advance due March 2019

2.82%

 

4,105

   

4,672

 
  

$

24,153

   

24,960

 


All advances from the Federal Home Loan Bank of Cincinnati are secured by a blanket pledge of LCNB’s 1-4 family first lien mortgage loans in the amount of approximately $148 million and $149 million at March 31, 2010 and December 31, 2009, respectively.  Additionally, LCNB was required to hold minimum levels of FHLB stock, based on the outstanding borrowings.  


Short-term borrowings at December 31 are as follows (dollars in thousands):


  

March 31, 2010

 

December 31, 2009

  

Amount

 

Rate

 

Amount

 

Rate

U.S. Treasury demand note

$

601

 

-%

 

457

 

-%

Federal funds purchased

 

-

 

-%

 

7,000

 

0.50%

Line of credit

 

-

 

-%

 

3,173

 

1.00%

Repurchase agreements

 

4,507

 

0.40%

 

3,635

 

0.40%

 

$

5,108

 

0.35%

 

14,265

 

0.57%



-13-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 5 - Commitments and Contingent Liabilities

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


LCNB uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.  Financial instruments whose contract amounts represent off-balance-sheet credit risk at March 31, 2010 and December 31, 2009 were as follows (in thousands):


  

March 31,

 

December 31,

   

2010

   

2009

 
     

Commitments to extend credit:

      

 

 

  Commercial loans

 

$

3,830

   

10,020

 

  Other loans:

        

    Fixed rate

  

1,246

   

359

 

    Adjustable rate

  

1,265

   

537

 

Unused lines of credit:

        

  Fixed rate

  

4,144

   

4,168

 

  Adjustable rate

  

70,787

   

69,974

 

Unused overdraft protection amounts on

  demand and NOW accounts

  


10,174

   


10,205

 

Standby letters of credit

  

7,096

   

7,273

 
  

$

98,542

   

102,536

 


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 March 31, 2010 and December 31, 2009, outstanding guarantees of approximately $1,566,000 and $1,744,000, 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 March 31, 2010 and December 31, 2009 was approximately $5.5 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.



-14-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 5 - Commitments and Contingent Liabilities (continued)

Commitments for capital expenditures outstanding as of March 31, 2010 totaled approximately $120,000.


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


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



Note 6 – Regulatory Capital

On January 9, 2009, LCNB received $13.4 million of new equity capital from the U.S. Department of the Treasury’s Capital Purchase Program (the “CPP”) established under the Emergency Economic Stabilization Act of 2008.  The investment by the Treasury Department was comprised of $13.4 million in preferred shares, with a warrant to purchase 217,063 common shares of LCNB at an exercise price of $9.26, with a term of ten years.  The preferred shares were scheduled to pay a dividend of 5% per year for the first five years and 9% thereafter.  Participation in the CPP was voluntary and participating institutions were required to comply with a number of restrictions and provisions, including, but not limited to, restrictions on compensation of certain executive officers and limitations on stock repurchase activities and dividend payments.  


On October 21, 2009, LCNB entered into a repurchase agreement with the Treasury Department pursuant to which it redeemed all 13,400 shares of its preferred shares.  In connection with this redemption, LCNB paid approximately $13.5 million to the Treasury Department, which included the original investment amount of $13.4 million plus accrued and unpaid dividends of approximately $123,000.  


LCNB did not repurchase the warrant issued to the Treasury Department as part of the CPP.  Pursuant to the terms of the repurchase agreement, the warrant has been cancelled and LCNB has issued a substitute warrant to the Treasury Department with the same terms as the original warrant, except that Section 13(H) of the original warrant, which related to the reduction of shares subject to the warrant in the event that LCNB raised $13.4 million in a qualified stock offering prior to December 31, 2009, has been removed.  The substitute warrant remains outstanding at March 31, 2010.


On April 20, 2010, LCNB obtained shareholder approval to increase the number of authorized common shares to 12,000,000.




-15-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 6 – Regulatory Capital (continued)

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 loan commitments and 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):


  

At

 

At

  

March 31,

 

December 31,

   

2010

   

2009

 
   

Regulatory Capital:

        

   Shareholders' equity

 

$

67,066

   

65,615

 

   Goodwill and other intangibles

  

(6,479)

   

(6,507)

 

   Accumulated other comprehensive income

  

(2,215)

   

(1,915)

 

      Tier 1 risk-based capital

  

58,372

   

57,193

 
         

   Eligible allowance for loan losses

  

3,060

   

2,998

 

      Total risk-based capital

 

$

61,432

   

60,191

 
         

Capital ratios:

        

   Total risk-based (8% required)

  

13.01%

   

12.68%

 

   Tier 1 risk-based (4% required)

  

12.36%

   

12.04%

 

   Leverage (3% required)

  

7.95%

   

7.77%

 




-16-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 7 – Employee Benefits

LCNB has a noncontributory defined benefit retirement plan that covers substantially all regular full-time employees hired before January 1, 2009.  Effective January 1, 2009, LCNB redesigned its noncontributory defined benefit retirement plan and merged its single-employer plan into a multiple-employer plan, which is accounted for as a multi-employer plan because assets contributed by an employer are not segregated in a separate account or restricted to provide benefits only to employees of that employer.  Accordingly, the assets and obligations of the single-employer plan were transferred to the multiple-employer plan in January 2009.  At that time, the pension plan related balance sheet accounts were adjusted resulting in an approximate $3.0 million increase in other comprehensive income and a $722,000 charge to non-interest expense in the consolidated statements of income.  Employees hired on or after January 1, 2009 are not eligible to participate in this plan.  


Effective February 1, 2009, LCNB amended the plan to reduce benefits for those whose age plus vesting service equaled less than 65 at that date.  Also effective February 1, 2009, an enhanced Internal Revenue Code 401(k) plan (the “401(k) plan”) was made available to those hired on or after January 1, 2009 and to those who received benefit reductions from the amendments to the noncontributory defined benefit retirement plan.  Employees hired on or after January 1, 2009 receive a 50% employer match on their contributions into the 401(k) plan, up to a maximum LCNB contribution of 3% of each individual employee’s annual compensation.  Employees who received a benefit reduction under the retirement plan amendments receive an automatic contribution of 5% or 7% of annual compensation, depending on the sum of an employee’s age and vesting service, into the 401(k) plan, regardless of the contributions made by the employees.  This contribution is made annually and these employees do not receive any employer matches to their 401(k) contributions.


Funding and administrative costs of the qualified noncontributory defined benefit retirement plan charged to pension and other employee benefits in the consolidated statements of income for the three months ended March 31, 2010 and 2009 were $60,000 and $64,000, respectively.  Employer expense incurred in connection with the 401(k) plan during the three months ended March 31, 2010 and 2009 were $74,000 and $60,000 respectively.


Effective February 1, 2009, LCNB established a nonqualified defined benefit retirement plan for certain highly compensated employees.  The nonqualified plan ensures that participants receive the full amount of benefits to which they would have been entitled under the noncontributory defined benefit retirement plan in the absence of limits on benefit levels imposed by certain sections of the Internal Revenue Code.  


The components of net periodic pension cost of the nonqualified defined benefit retirement plan for the three months ended March 31, 2010 are summarized as follows (000’s):


     

Service cost

$

43

  

Interest cost

 

8

  

Amortization of unrecognized prior service cost

 

12

  

     Net periodic pension cost

$

63

  




-17-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 8 - Stock Based Compensation

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 common shares.


Options granted to date vest ratably over a five year period and expire ten years after the date of grant. Stock options outstanding at March 31, 2010 were as follows:


 

Outstanding

 

Exercisable

 



Expiration

Date




Number

Weighted Average Exercise Price

 




Number

Weighted Average Exercise Price



Number Exercised

            

Feb 2013

11,056

$

13.09

  

11,056

$

13.09

 

-

 

Jan 2014

8,108

 

17.66

  

8,108

 

17.66

 

-

 

Jan 2016

7,934

 

18.95

  

6,347

 

18.95

 

-

 

Feb 2017

8,116

 

17.88

  

4,870

 

17.88

 

-

 

Feb 2018

13,918

 

12.55

  

5,567

 

12.55

 

-

 

Jan 2019

29,110

 

9.00

  

5,822

 

9.00

 

-

 

Feb 2020

20,798

 

11.50

  

-

 

11.50

   
 

99,040

 

12.71

  

41,770

 

14.78

 

-

 


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


  

Three Months ended March 31,

 
  

2010

 

2009

 
  




Options

 

Weighted Average Exercise Price

 




Options

 

Weighted Average Exercise Price

 
          

Outstanding, January 1,

 

78,242

 

$13.04

 

49,132

 

$15.43

 

Granted

 

20,798

 

11.50

 

29,110

 

9.00

 

Exercised

 

-

 

-

 

-

 

-

 

Outstanding, March 31,

 

99,040

 

12.71

 

78,242

 

13.04

 

Exercisable,  March 31,

 

41,770

 

14.78

 

29,954

 

15.73

 


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 March 31, 2010 that were “in the money” (market price greater than exercise price) was $98,000.  The aggregate intrinsic value at that date for only the options that were exercisable was $17,000.  The intrinsic value changes based on changes in the market value of LCNB’s stock.



-18-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 8 - Stock Based Compensation (continued)

The estimated weighted-average fair value of the options granted in the first quarter of 2010 and 2009 were $2.27 and $1.89 per option, respectively.  The fair value was estimated at the dates of grant using the Black-Scholes option-pricing model and the following assumptions:


 

2010

2009

 

Risk-free interest rate

3.34%

3.49%

 

Average dividend yield

4.31%

4.04%

 

Volatility factor of the expected market

   

  price of LCNB’s common stock

28.32%

27.54%

 

Average life in years

7.0

9.0

 


Total expense related to options included in salaries and wages in the consolidated statements of income for the three months ended March 31, 2010 and 2009 was $9,000 and $6,000, respectively.


A total of 2,511 restricted shares were granted in February 2010.  These shares will vest in November 2010.  Until they vest, they are restricted from sale, transfer, or assignment in accordance with the terms of the agreement under which they were issued.  Compensation cost for restricted stock grants are calculated using the fair value of LCNB’s common stock and the number of shares issued.  No restricted shares were granted prior to February 2010.




-19-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 9 - Earnings Per Common Share

Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.  Diluted earnings per common share is adjusted for the dilutive effects of stock options, warrant, and restricted stock.  The diluted average number of common shares outstanding has been increased for the assumed exercise of stock options, warrant, and restricted stock with proceeds used to purchase treasury shares at the average market price for the period.  The computations were as follows for the three months ended March 31, 2010 and 2009 (dollars in thousands, except share and per share data):


  

For the Three Months

 
  

Ended March 31,

 
  

2010

 

2009

 
      

Net income available to common shareholders

$

2,212

 

1,461

 
      

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

 


6,687,232

 


6,687,232

 
      

Add dilutive effect of:

     

  Stock options

 

2,207

 

-

 

  Restricted stock

 

1,060

 

-

 

  Stock warrant

 

39,291

 

-

 
  

42,558

 

-

 
      

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

 


6,729,790

 


6,687,232

 
      

Basic earnings per common share

$

0.33

 

0.22

 

Diluted earnings per common share

$

0.33

 

0.22

 




-20-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 10- Fair Value of Financial Instruments

The inputs to valuation techniques used to measure fair value are assigned to one of three broad levels:


·

Level 1 – quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the reporting date.


·

Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly or indirectly.  Level 2 inputs may include quoted prices for similar assets in active markets,  quoted prices for identical assets or liabilities in markets that are not active, inputs other than quoted prices (such as interest rates or yield curves) that are observable for the asset or liability, and inputs that are derived from or corroborated by observable market data.   


·

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


The majority of LCNB’s debt securities are classified as available-for-sale. The securities are reported at fair value with unrealized holding gains and losses reported net of income taxes in accumulated other comprehensive income.  


LCNB utilizes a pricing service for determining the fair values of most of its investment securities.  Fair value for U.S. Treasury notes and corporate securities are 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 by the pricing service using rates observed in the market (level 2).  Cash flow streams are dependent on estimated prepayment speeds and the overall structure of the securities given existing market conditions.  In addition, approximately $547,000 is invested in a mutual fund.  LCNB uses the fair value estimate provided by the mutual fund company, which uses market quotations when such quotes are available and good faith judgment when market quotations are not available.  Because LCNB does not know the portion of the mutual fund valued using market quotations and the portion valued using good faith judgment, the entire investment in the mutual fund has been measured using level 3 inputs.  Additionally, Dakin owns stock in an insurance company and LCNB Corp. owns trust preferred securities in various financial institutions. Market quotations (level 1) are used to determine fair value for these investments.  Dakin also owns stock in another insurance agency.  A market does not exist for the other insurance agency’s stock.  This stock is considered to have level 3 inputs.




-21-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 10- Fair Value of Financial Instruments (continued)

The following table summarizes the valuation of LCNB’s available-for-sale securities by input levels as of March 31, 2010 and December 31, 2009 (in thousands):


 

Fair Value Measurements at Reporting Date Using

 

Fair Value Measurements

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

Significant Other Observable Inputs (Level 2)

 

Significant Unobservable Inputs

(Level 3)

March 31, 2010

            

Available-for-sale securities:

            

  U.S. Treasury notes

$

13,238

  

13,238

  

-

  

-

 

  U.S. Agency notes

 

36,066

  

-

  

36,066

  

-

 

  U.S. Agency mortgage-   

    backed securities

 


46,805

  


-

  


46,805

  


-

 

  Corporate securities

 

5,991

  

5,991

  

-

  

-

 

  Municipal securities:

            

    Non-taxable

 

72,525

  

-

  

72,525

  

-

 

    Taxable

 

9,354

  

-

  

9,354

  

-

 

  Other debt securities

 

547

  

-

  

-

  

547

 

  Trust preferred securities

 

350

  

350

  

-

  

-

 

  Equity securities

 

70

  

47

  

-

  

23

 

    Totals

$

184,946

  

19,626

  

164,750

  

570

 
             

December 31, 2009

            

Available-for-sale securities:

            

  U.S. Treasury notes

$

13,308

  

13,308

  

-

  

-

 

  U.S. Agency notes

 

45,888

  

-

  

45,888

  

-

 

  U.S. Agency mortgage-  

    backed securities

 


49,624

  


-

  


49,624

  


-

 

  Corporate securities

 

8,488

  

8,488

  

-

  

-

 

  Municipal securities:

            

    Non-taxable

 

74,022

  

-

  

74,022

  

-

 

    Taxable

 

9,301

  

-

  

9,301

  

-

 

  Other debt securities

 

538

  

-

  

-

  

538

 

  Trust preferred securities

 

344

  

344

  

-

  

-

 

  Equity securities

 

65

  

42

  

-

  

23

 

    Totals

$

201,578

  

22,182

  

178,835

  

561

 




-22-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 10- Fair Value of Financial Instruments (continued)

The following table is a reconciliation of the beginning and ending balances of recurring fair value measurements that use significant unobservable inputs (level 3) for the three months ended March 31, 2010 (in thousands):


  



Total

 

Other

Debt

Securities

 


Equity Securities

       

Beginning balance

$

561

 

538

 

23

Purchases

 

-

 

-

 

-

Dividends reinvested

 

5

 

5

 

-

Net change in unrealized gains (losses)

  included in other comprehensive income

 


4

 


4

 


-

Ending balance

$

570

 

547

 

23


Assets that may be recorded at fair value on a nonrecurring basis include impaired loans, other real estate owned, and other repossessed assets.  A loan is considered impaired when management believes it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement.  Impaired loans are carried at the present value of estimated future cash flows using the loan’s existing rate or the fair value of collateral if the loan is collateral dependent, if this value is less than the loan balance.  When the fair value of the collateral is based on an observable market price or current appraised value, the inputs are considered to be level 2.  When an appraised value is not available and there is not an observable market price, the inputs are considered to be level 3.  


Other real estate owned 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.  The inputs for a valuation based on current appraised value are considered to be level 2.  




-23-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 10- Fair Value of Financial Instruments (continued)

The table below presents LCNB’s impaired loans, other real estate owned, and repossessed assets measured at fair value on a nonrecurring basis as of March 31, 2010 and December 31, 2009 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

 

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

Significant Other Observable Inputs (Level 2)

 

Significant Unobservable Inputs

(Level 3)

March 31, 2010

             

Impaired loans

 

$

2,281

  

-

  

83

  

2,198

 

Other real estate owned

  

2,513

  

-

  

2,513

  

-

 

Repossessed assets

  

41

  

-

  

-

  

41

 

Totals

 

$

4,835

  

-

  

2,596

  

2,239

 
              

December 31, 2009

             

Impaired loans

 

$

2,391

  

-

  

-

  

2,391

 

Other real estate owned

  

2,424

  

-

  

2,424

  

-

 

Repossessed assets

  

46

  

-

  

-

  

46

 

Totals

 

$

4,861

  

-

  

2,424

  

2,437

 


Carrying amounts and estimated fair values of financial instruments as of March 31, 2010 and December 31, 2009 were as follows (in thousands):


  

March 31, 2010

  

December 31, 2009

 

Carrying

Fair

Carrying

 

Fair

  

Amount

  

Value

 

Amount

 

Value

            

FINANCIAL ASSETS:

           

  Cash and cash equivalents

$

27,332

  

27,332

  

12,626

  

12,626

  Securities available-for-sale

 

184,946

  

184,946

  

201,578

  

201,578

  Securities held-to-maturity

 

13,887

  

13,887

  

13,030

  

13,030

  Federal Reserve Bank and

    Federal Home Loan Bank stock

 


3,031

  


3,031

  


3,031

  


3,031

  Loans, net

 

456,769

  

466,693

  

457,418

  

467,226

            

FINANCIAL LIABILITIES:

           

  Deposits

 

631,179

  

633,762

  

624,179

  

627,536

  Short-term borrowings

 

5,108

  

5,108

  

14,265

  

14,265

  Long-term debt

 

24,153

  

25,392

  

24,960

  

26,266




-24-




LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Continued)



Note 10- Fair Value of Financial Instruments (continued)

The fair value of off-balance-sheet financial instruments at March 31, 2010 and December 31, 2009 was not material.


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


Cash and cash equivalents

The carrying amounts presented are deemed to approximate fair value.


Investment securities

Fair values for securities, excluding Federal Home Loan Bank and Federal Reserve Bank stock, are based on quoted market prices, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities and/or discounted cash flow analyses or other methods.  The carrying value of Federal Home Loan Bank and Federal Reserve Bank stock approximates fair value based on the respective redemptive provisions.


Loans

Fair value is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, incorporating assumptions of current and projected prepayment speeds.


Deposits

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


Borrowings

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




-25-




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 March 31, 2010, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the three-month periods ended March 31, 2010 and 2009.  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 have 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, 2009, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for the year then ended (not presented herein), and in our report dated February 22, 2010, 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, 2009, 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

May 3, 2010




-26-




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.


Results of Operations

LCNB’s net income available to common shareholders for the three months ended March 31, 2010 was $2,212,000 or $0.33 basic and diluted earnings per common share, compared to $1,461,000 or $0.22 basic and diluted earnings per common share for the three months ended March 31, 2009.  Affecting net income to common shareholders and earnings per common share was an increase in net interest income and a decrease in non-interest expense, offset by an increase in the provision for loan losses.  Negatively affecting net income available to common shareholders during 2009 were preferred stock dividends paid and related discount accretion recorded in connection with the preferred shares and warrant issued under the U.S. Department of the Treasury’s Capital Purchase Program (the “CPP”) on January 9, 2009. LCNB did not have these costs during 2010 because the preferred stock was redeemed from the U.S. Department of the Treasury in October 2009.


Net interest income increased during the three month period in 2010 compared to 2009 primarily because of growth in interest earning assets and a general decline in market interest rates.  Non-interest expense during the three month period in 2010 was less than the comparable period in 2009  because of the absence of a pension-related charge recognized by LCNB during the first quarter 2009.  This decrease was partially offset by increases in FDIC insurance expense and other smaller miscellaneous increases.

  

Current economic conditions have contributed to an increase in loan delinquencies, but LCNB’s loan portfolio continues to benefit from responsible underwriting and lending practices.  Net charge-offs for the first quarter of 2010 and 2009 totaled $146,000 and $98,000, respectively.  Non-accrual loans and loans past due 90 days or more and still accruing interest totaled $3,917,000 or 0.85% of total loans at March 31, 2010, compared to $3,863,000 or 0.84% of total loans at December 31, 2009.  Other real estate owned (which includes property acquired through foreclosure or deed-in-lieu of foreclosure and also includes property deemed to be in-substance foreclosed) and other repossessed assets totaled approximately $2,554,000 at March 31, 2010, compared to $2,470,000 at December 31, 2009.


Net Interest Income

LCNB's primary source of earnings is net interest income, which is the difference between earnings from loans and other investments and interest paid on deposits and other liabilities.  The following table presents, for the three months ended March 31, 2010 and 2009, 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)


 

Three Months Ended March 31,

 

2010

 

2009

 

Average

 

Interest

 

Average

 

Average

 

Interest

 

Average

 

Outstanding

 

Earned/

 

Yield/

 

Outstanding

 

Earned/

 

Yield/

 

Balance

 

Paid

 

Rate

 

Balance

 

Paid

 

Rate

 

(Dollars in thousands)

                      

Loans (1)

$

458,503

   

6,822

  

6.03%

  

$

450,065

  

$

6,876

  

6.20%

 

Federal funds sold and interest-bearing

  demand deposits

 


10,105

   


8

  


0.32%

   


19,184

   


 12

  

   0.25%

 

Federal Reserve Bank stock

 

940

   

-

  

-%

   

937

   

-

  

-%

 

Federal Home Loan Bank stock

 

2,091

   

24

  

4.65%

   

2,091

   

24

  

4.65%

 

Investment securities:

                     

   Taxable

 

118,537

   

931

  

3.19%

   

101,365

   

1,071

  

4.29%

 

   Non-taxable (2)

 

86,068

   

1,224

  

5.77%

   

       65,649

   

945

  

5.84%

 

      Total interest-earning assets

 

676,244

   

9,009

  

5.40%

   

639,291

   

8,928

  

5.66%

 

Non-earning assets

 

70,885

          

54,929

        

Allowance for loan losses

 

(3,003)

          

(2,477)

        

      Total assets

$

744,126

         

$

691,743

        
                      

Interest-bearing deposits

$

547,394

   

1,976

  

1.46%

   

515,996

   

2,621

  

2.06%

 

Short-term borrowings

 

8,000

   

9

  

0.46%

   

   746

   

  -

  

   -%

 

Long-term debt

 

24,574

   

177

  

2.92%

   

12,167

   

107

  

3.57%

 

      Total interest-bearing liabilities

 

579,968

   

2,162

  

1.51%

   

528,909

   

2,728

  

2.09%

 

Demand deposits

 

91,687

          

84,144

        

Other liabilities

 

5,356

          

3,893

        

Capital

 

67,115

          

74,797

        

      Total liabilities and capital

$

744,126

         

$

691,743

        
                      

Net interest rate spread (3)

        

3.89%

          

3.57%

 
                      

Net interest income and net interest margin on a tax-equivalent basis (4)

     


6,847

  


4.11%

      


$


6,200

  

3.93%

 
                      

Ratio of interest-earning assets to interest-bearing liabilities

 


116.60%

          


120.87%

        


(1)

Includes nonaccrual loans if any.

(2)

Income from tax-exempt securities is included in interest income on a tax-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 rate spread is the difference between the average rate on total interest-earning assets and interest-bearing liabilities.

(4)

The net interest margin is the tax-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 tax-equivalent interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the three months ended March 31, 2010 as compared to the same period in 2009.  Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each.


   

Three Months Ended

 
   

March 31,

 
   

2010 vs. 2009

 
   

Increase (decrease) due to:

 
  

Volume

 

Rate

  

Total

 
   

(In thousands)

 

Interest-earning Assets:

          

   Loans

 

$

128

  

(182)

  

(54)

 

   Federal funds sold and interest-

     bearing demand deposits

  


(7)

  


3

  


(4)

 

   Investment securities:

          

     Taxable

  

163

  

(303)

  

(140)

 

     Nontaxable

  

291

  

(12)

  

279

 

        Total interest income

  

575

  

(494)

  

81

 
           

Interest-bearing Liabilities:

          

   Deposits

  

151

  

(796)

  

(645)

 

   Short-term borrowings

  

-

  

9

  

9

 

   Long-term debt

  

92

  

(22)

  

70

 

        Total interest expense

  

243

  

(809)

  

(566)

 

           Net interest income

 

$

332

  

315

  

647

 


Net interest income on a tax-equivalent basis for the three months ended March 31, 2010 totaled $6,847,000, an increase of $647,000 from the comparable period in 2009.  Total tax-equivalent interest income increased $81,000 and total interest expense decreased $566,000.  


The increase in total interest income was primarily due to a $37.0 million increase in average total earning assets, partially offset by a 26 basis point (a basis point equals 0.01%) decrease in the average rate earned on earning assets.  The increase in average interest earning assets was primarily due to a $37.6 million increase in average investment securities.  The decrease in the average rate earned reflects a general decrease in market rates.


The decrease in total interest expense was primarily due to a 58 basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by a $51.1 million increase in average interest-bearing liabilities.  The increase in average interest-bearing liabilities was primarily due to a $31.4 million increase in average interest-bearing deposits and a $12.4 million increase in average long-term borrowings.  The decrease in the average rate paid also reflects a general decrease in market rates.  




-29-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)


Provision and Allowance for Loan Losses

The total provision for loan losses is determined based upon management's evaluation as to the amount needed to maintain the allowance for loan losses at a level considered appropriate in relation to the risk of losses inherent in the portfolio.  In addition to historic charge-off percentages, factors taken into consideration to determine the adequacy of the allowance for loan losses include the nature, volume, and consistency of the loan portfolio, overall portfolio quality, a review of specific problem loans, and current economic conditions that may affect borrowers’ ability to pay.  The provision for loan losses for the three months ended March 31, 2010 and 2009 was $208,000 and $98,000, respectively.  The increase in the provision reflects an increase in non-accrual and delinquent loans, the net charge-off trend, and current economic conditions.


Non-Interest Income

Total non-interest income for the first quarter 2010 was $53,000 greater than for the first quarter 2009. This increase is primarily due to a $53,000 increase in insurance agency income, a $77,000 increase in gains from sales of securities, and a $65,000 increase in check card income (included with service charges and fees).  These increases were partially offset by $107,000 decrease in gains from sales of mortgage loans and a $67,000 decrease in overdraft fees (included with service charges and fees).  Insurance agency income increased due to a $23,000 increase in contingency commissions and an increase in commission income reflecting the sales of new policies.  Contingency commissions are profit-sharing arrangements on property and casualty policies between the originating agency and the underwriter and are generally based on underwriting results and written premium.  As such, the amount received each year can vary significantly depending on loss experience.  Gains from the sale of mortgage loans decreased due to a lesser volume of loans sold during the first quarter 2010 as compared to the first quarter 2009.  A general decline in market interest rates created an increased demand for refinanced loans during 2009. Loans sold during the first quarter 2010 totaled $1,600,000 compared to $10.0 million of loan sales during the 2009 period.  The increase in check card income and the decrease in overdraft fees both reflect continuing historical trends.


Non-Interest Expense

Non-interest expense for the first quarter 2010 was $397,000 less than for the first quarter 2009 due to a $722,000 one-time pension plan related charge recognized during the first quarter 2009.  The remaining $325,000 increase was largely due to a $193,000 increase in FDIC insurance premium expense and other smaller miscellaneous increases.


During the first quarter 2009, LCNB redesigned its retirement program to provide competitive benefits to employees and provide more predictable and lower retirement plan costs over the long term.  Retirement plan changes include an enhanced 401(k) plan, reduced pension plan benefits for employees whose age and vesting service do not meet certain thresholds, and merging LCNB’s single-employer pension plan into a multiple-employer plan.  At the time the single-employer pension plan was merged into the multiple-employer plan, pension plan related balance sheet accounts were adjusted, resulting in an approximate $3.0 million after-tax increase in other comprehensive income and a $722,000 charge to non-interest expense ($477,000 on an after-tax basis).




-30-




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 three months ended March 31, 2010 and 2009 were 23.4% and 21.6%, 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 income from bank owned life insurance.



Financial Condition

Total assets at March 31, 2010 were $1.3 million less than at December 31, 2009.  The decrease in total assets is primarily due to the decrease of investment securities of $15.8 million, which was partially offset by an increase in cash and cash equivalents of $14.7 million.  Proceeds received from maturities and calls of investment securities were not replaced with new securities in order to build liquidity for anticipated future needs.


Net loans decreased $739,000 primarily due to a $2.4 million decrease in consumer loans and a $1.5 million decrease in residential real estate loans.  These decreases were largely offset by a total increase of $3.9 million in commercial real estate and commercial and industrial loans.  Consumer loans decreased due to weak demand for new loans and residential real estate loans decreased because the majority of loans originated during the first quarter were sold to the Federal Home Loan Mortgage Corporation.  Residential mortgage loan sales for the first quarter 2010 totaled $1.6 million.  In an effort to increase the volume of residential mortgage loans originated, management initiated a no closing costs special promotion in April 2010.


Total deposits were $7.0 million greater at March 31, 2010 than at December 31, 2009, primarily due to a $5.7 million increase in public fund deposits by local government entities.  Public fund deposits can be relatively volatile due to seasonal tax collections and the financial needs of the local entities.  LCNB believes that much of the increase during the first quarter was due to seasonal property and other tax receipts.  The remaining deposit growth resulted from increases in NOW, money fund deposit, and savings account product balances, while time deposits decreased by $2.3 million during this time period.  The deposit growth was used to reduce short-term borrowings, which decreased $9.2 million between March 31, 2010 and December 31, 2009.



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, is necessary for the Bank to pay dividends in excess of this amount.  In addition, dividend payments may not reduce capital levels below minimum regulatory guidelines.  Management believes the Bank will be able to pay anticipated dividends to LCNB without needing to request approval.




-31-




LCNB CORP. AND SUBSIDIARIES


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

Operations (continued)



Liquidity is the ability to have funds available at all times to meet the commitments of LCNB.  Asset liquidity is provided by cash and assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash and cash equivalents, interest-bearing deposits in other banks, and securities available for sale.  At March 31, 2010, LCNB’s liquid assets amounted to $212.3 million or 29.0% of total assets, a slight decrease from $214.2 million or 29.2% of total assets at December 31, 2009.


Liquidity is also provided by access to core funding sources, primarily core deposits in the bank’s market area.  Approximately 79.2% of total deposits at March 31, 2010 were core deposits, compared to 79.8% of deposits at December 31, 2009.  Core deposits, for this purpose, are defined as total deposits less public funds and certificates of deposit equal to or greater than $100,000.

   

Secondary sources of liquidity include LCNB’s ability to sell loan participations, borrow funds from the Federal Home Loan Bank, purchase federal funds, issue repurchase agreements, 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.




-32-




LCNB CORP. AND SUBSIDIARIES


Item 3.  Quantitative and Qualitative Disclosures about Market Risks


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


The Bank's Asset and Liability Management Committee ("ALCO") primarily uses a combination of Interest Rate Sensitivity Analysis (“IRSA”) and Economic Value of Equity (“EVE”) analysis for measuring and managing interest rate risk.  IRSA is used to estimate the effect on net interest income during a one-year period of instantaneous and sustained movements in interest rates, also called interest rate shocks, of 100, 200, and 300 basis points.  Management considers the results of the down-300 basis points scenario to not be meaningful in the current interest rate environment.  The base projection uses a current interest rate scenario.  As shown below, the March 31, 2010 IRSA indicates that an increase in interest rates would have a positive effect on net interest income (“NII”), and a decrease in rates would have a negative effect on NII. The changes in NII for all rate assumptions are within LCNB’s acceptable ranges.  


Rate Shock Scenario in Basis Points

 


Amount

$ Change in

NII

% Change in

NII

  

(Dollars in thousands)

Up 300

$

26,953

 

589

 

2.23%

 

Up 200

 

26,679

 

315

 

1.19%

 

Up 100

 

26,448

 

84

 

0.32%

 

Base

 

26,364

 

-

 

-%

 

Down 100

 

26,276

 

(88)

 

-0.33%

 

Down 200

 

26,321

 

(43)

 

-0.16%

 
        


IRSA shows the effect on NII during a one-year period only.  A 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.  The EVE analysis at March 31, 2010 is shown below.  It shows a negative effect on the EVE for increases in interest rates and a positive effect for decreases in interest rates.  The changes in EVE are within LCNB’s acceptable ranges.


Rate Shock Scenario in Basis Points

 


Amount

$ Change in

EVE

% Change in

EVE

  

(Dollars in thousands)

Up 300

$

64,527

 

(14,474)

 

-18.32%

 

Up 200

 

69,417

 

(9,584)

 

-12.13%

 

Up 100

 

74,039

 

(4,962)

 

-6.28%

 

Base

 

79,001

 

-

 

-%

 

Down 100

 

83,505

 

4,504

 

5.70%

 

Down 200

 

88,256

 

9,255

 

11.72%

 
        




-33-




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.  Based upon this evaluation, these officers have concluded, that as of March 31, 2010, 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.



Item 4T.  Controls and Procedures


Not applicable; the registrant is an accelerated filer.




-34-




LCNB CORP. AND SUBSIDIARIES


PART II -- OTHER INFORMATION

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


Item 4. (Removed and Reserved).


Item 5. Other Information


Not Applicable







-35-




LCNB CORP. AND SUBSIDIARIES


Item 6.     Exhibits

Exhibit No.

Exhibit Description

 

3.1

 

Amended and Restated Articles of Incorporation of LCNB Corp., as amended.

    
 

3.2

 

Code of Regulations of LCNB Corp. – incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, Exhibit 3(ii).

    
 

4.1

 

Warrant to Purchase Shares of Common Stock of the Registrant, dated January 9, 2009 – incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 9, 2009, Exhibit 4.1.

    
 

4.2

 

Letter Agreement, dated as of January 9, 2009 between the Registrant and the U.S. Department of the Treasury, which includes the Securities Purchase Agreement – Standard Terms – incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 9, 2009, Exhibit 10.1.

    
 

4.3

 

Substitute Warrant to Purchase Shares of Common Stock of the Registrant, dated January 9, 2009 - incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, Exhibit 4.3.

    
 

4.4

 

Repurchase Letter Agreement, dated as of October 21, 2009 between the Registrant and the U.S. Department of the Treasury – incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 21, 2009, Exhibit 10.1.

    
 

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 the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Exhibit 10.2.

    
 

10.3

 

Letter Agreement, dated as of January 9, 2009 between the Registrant and the U.S. Department of the Treasury, which includes the Securities Purchase Agreement – Standard Terms – incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 9, 2009, Exhibit 10.1.

    
 

10.4

 

Nonqualified Executive Retirement Plan – incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2009, Exhibit 10.4.

    
 

10.5

 

Repurchase Letter Agreement, dated as of October 21, 2009 between the Registrant and the U.S. Department of the Treasury – incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 21, 2009, Exhibit 10.1.

    
 

10.6

 

Restricted Stock Grant Agreement, dated as of February 22, 2010, between the Registrant and Stephen P. Wilson.



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LCNB CORP. AND SUBSIDIARIES



Item 6.     Exhibits (continued)

Exhibit No.

Exhibit Description

 

31.1

 

Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

    
 

31.2

 

Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

    
 

32

 

Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.



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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.


May 3, 2010

/s/ Stephen P. Wilson                                          

Stephen P. Wilson, CEO &

Chairman of the Board of Directors



May 3, 2010

/s/ Robert C. Haines, II                                       

Robert C. Haines, II, Executive Vice President

and Chief Financial Officer





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