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LCNB CORP - Quarter Report: 2013 September (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 September 30, 2013
¨
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 incorporation or organization)
 
(I.R.S. Employer Identification Number)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
x 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 o
Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o

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 November 7, 2013 was 9,283,186 shares.
 
 
 
 
 


Table of Contents



LCNB CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

1

Table of Contents



PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements

LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

 
 
September 30, 2013
 
December 31,
2012
 
 
(Unaudited)
 
ASSETS:
 
 
 
 
Cash and due from banks
 
$
14,563

 
11,260

Interest-bearing demand deposits
 
124

 
2,215

Total cash and cash equivalents
 
14,687

 
13,475

Investment securities:
 
 

 
 

Available-for-sale, at fair value
 
271,304

 
258,506

Held-to-maturity, at cost
 
21,058

 
15,424

Federal Reserve Bank stock, at cost
 
1,603

 
949

Federal Home Loan Bank stock, at cost
 
2,854

 
2,091

Loans, net
 
562,686

 
450,346

Premises and equipment, net
 
20,058

 
16,564

Goodwill
 
13,971

 
5,915

Bank owned life insurance
 
21,115

 
16,915

Other assets
 
13,013

 
8,452

TOTAL ASSETS
 
$
942,349

 
788,637

LIABILITIES:
 
 

 
 

Deposits:
 
 

 
 

Noninterest-bearing
 
$
159,453

 
133,848

Interest-bearing
 
648,882

 
537,623

Total deposits
 
808,335

 
671,471

Short-term borrowings
 
22,811

 
13,756

Long-term debt
 
12,446

 
13,705

Accrued interest and other liabilities
 
6,542

 
7,699

TOTAL LIABILITIES
 
850,134

 
706,631

SHAREHOLDERS' EQUITY:
 
 

 
 

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

 

Common shares – no par value, authorized 12,000,000 shares, issued 8,393,790 and 7,485,527 shares at September 30, 2013 and December 31, 2012, respectively
 
39,774

 
27,107

Retained earnings
 
64,614

 
61,843

Treasury shares at cost, 753,627 shares at September 30, 2013 and December 31, 2012
 
(11,665
)
 
(11,665
)
Accumulated other comprehensive income (loss), net of taxes
 
(508
)
 
4,721

TOTAL SHAREHOLDERS' EQUITY
 
92,215

 
82,006

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
942,349

 
788,637


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


2

Table of Contents



LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2013
 
2012
 
2013
 
2012
INTEREST INCOME:
 
 
 
 
 
 
 
 
Interest and fees on loans
 
$
6,902

 
5,822

 
20,298

 
17,950

Interest on investment securities –
 
 

 
 

 
 

 
 

Taxable
 
862

 
941

 
2,556

 
2,810

Non-taxable
 
654

 
615

 
1,932

 
1,831

Other short-term investments
 
32

 
26

 
145

 
115

TOTAL INTEREST INCOME
 
8,450

 
7,404

 
24,931

 
22,706

INTEREST EXPENSE:
 
 

 
 

 
 

 
 

Interest on deposits
 
875

 
1,050

 
2,789

 
3,332

Interest on short-term borrowings
 
11

 
4

 
18

 
12

Interest on long-term debt
 
109

 
136

 
331

 
440

TOTAL INTEREST EXPENSE
 
995

 
1,190

 
3,138

 
3,784

NET INTEREST INCOME
 
7,455

 
6,214

 
21,793

 
18,922

PROVISION FOR LOAN LOSSES
 
178

 
436

 
369

 
742

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
 
7,277

 
5,778

 
21,424

 
18,180

NON-INTEREST INCOME:
 
 

 
 

 
 

 
 

Trust income
 
626

 
530

 
1,810

 
1,769

Service charges and fees on deposit accounts
 
1,062

 
911

 
3,114

 
2,698

Net gain on sales of securities
 
58

 
427

 
753

 
886

Bank owned life insurance income
 
168

 
145

 
512

 
432

Gains from sales of mortgage loans
 
57

 
151

 
305

 
360

Other operating income
 
76

 
41

 
238

 
151

TOTAL NON-INTEREST INCOME
 
2,047

 
2,205

 
6,732

 
6,296

NON-INTEREST EXPENSE:
 
 

 
 

 
 

 
 

Salaries and employee benefits
 
3,247

 
3,059

 
9,783

 
9,004

Equipment expenses
 
318

 
263

 
908

 
789

Occupancy expense, net
 
505

 
445

 
1,529

 
1,242

State franchise tax
 
208

 
193

 
635

 
595

Marketing
 
145

 
129

 
446

 
409

FDIC insurance premiums
 
128

 
83

 
375

 
298

Other non-interest expense
 
1,612

 
1,392

 
5,902

 
4,005

TOTAL NON-INTEREST EXPENSE
 
6,163

 
5,564

 
19,578

 
16,342

INCOME BEFORE INCOME TAXES
 
3,161

 
2,419

 
8,578

 
8,134

PROVISION FOR INCOME TAXES
 
804

 
572

 
2,145

 
2,023

NET INCOME
 
$
2,357

 
1,847

 
6,433

 
6,111

Dividends declared per common share
 
$
0.16

 
0.16

 
0.48

 
0.48

Earnings per common share:
 
 

 
 

 
 

 
 

Basic
 
$
0.31

 
0.27

 
0.85

 
0.91

Diluted
 
0.30

 
0.27

 
0.83

 
0.90

Weighted average common shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
7,636,098

 
6,721,699

 
7,592,818

 
6,713,959

Diluted
 
7,787,098

 
6,797,675

 
7,722,686

 
6,787,000


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

3

Table of Contents



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

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2013
 
2012
 
2013
 
2012
Net income
 
$
2,357

 
1,847

 
6,433

 
6,111

Other comprehensive income:
 
 

 
 

 
 

 
 

Net unrealized gain (loss) on available-for-sale securities (net of taxes of $391 and $556 for the three months ended September 30, 2013 and 2012, respectively, and $2,452 and $787 for the nine months ended September 30, 2013 and 2012, respectively)
 
760

 
1,080

 
(4,758
)
 
1,529

Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income (net of taxes of $20 and $145 for the three months ended September 30, 2013 and 2012, respectively, and $256 and $300 for the nine months ended September 30, 2013 and 2012, respectively)
 
(38
)
 
(282
)
 
(497
)
 
(586
)
Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost (net of taxes of $5 and $4 for the three months ended September 30, 2013 and 2012, respectively, and $14 and $12 for the nine months ended September 30, 2013 and 2012, respectively)
 
8

 
9

 
26

 
25

TOTAL COMPREHENSIVE INCOME
 
$
3,087

 
2,654

 
1,204

 
7,079


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


4

Table of Contents



CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands, except per share amounts)
(Unaudited)

 
 
Common Shares Outstanding
 
Common Stock
 
Retained
Earnings
 
Treasury
Shares
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total Shareholders'
Equity
Balance at December 31, 2011
 
6,704,723

 
$
26,753

 
57,877

 
(11,698
)
 
5,028

 
77,960

Net income
 
 

 
 

 
6,111

 
 

 
 

 
6,111

Net unrealized gain on available-for-sale securities, net of taxes
 
 

 
 

 
 

 
 

 
1,529

 
1,529

Reclassification adjustment for net realized gain on sales of available-for-sale securities included in net income, net of taxes
 
 

 
 

 
 

 
 

 
(586
)
 
(586
)
Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost, net of taxes
 
 

 
 

 
 

 
 

 
25

 
25

Dividend Reinvestment and Stock Purchase Plan
 
19,640

 
257

 
 

 
 

 
 

 
257

Exercise of stock options
 
2,144

 
 

 
(5
)
 
33

 
 

 
28

Compensation expense relating to stock options
 
 

 
30

 
 

 
 

 
 

 
30

Common stock dividends, $0.48 per share
 
 

 
 

 
(3,223
)
 
 

 
 

 
(3,223
)
Balance at September 30, 2012
 
6,726,507

 
$
27,040

 
60,760

 
(11,665
)
 
5,996

 
82,131

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2012
 
6,731,900

 
$
27,107

 
61,843

 
(11,665
)
 
4,721

 
82,006

Net income
 
 

 
 

 
6,433

 
 

 
 

 
6,433

Net unrealized gain (loss) on available-for-sale securities, net of taxes
 
 

 
 

 
 

 
 

 
(4,758
)
 
(4,758
)
Reclassification adjustment for net realized gain on sales of available-for-sale securities included in net income, net of taxes
 
 

 
 

 
 

 
 

 
(497
)
 
(497
)
Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost, net of taxes
 
 

 
 

 
 

 
 

 
26

 
26

Dividend Reinvestment and Stock Purchase Plan
 
13,832

 
248

 
 

 
 

 
 

 
248

Exercise of stock options
 
5,620

 
70

 
 

 
 

 
 

 
70

Acquisition of First Capital Bancshares, Inc.
 
888,811

 
12,321

 
 

 
 

 
 

 
12,321

Compensation expense relating to stock options
 
 
 
28

 
 
 
 
 
 
 
28

Common stock dividends, $0.48 per share
 
 

 
 

 
(3,662
)
 
 

 
 

 
(3,662
)
Balance at September 30, 2013
 
7,640,163

 
$
39,774

 
64,614

 
(11,665
)
 
(508
)
 
92,215


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


5

Table of Contents



LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited
 
 
Nine Months Ended 
 September 30,
 
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
6,433

 
6,111

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

 
 

Depreciation, amortization, and accretion
 
1,886

 
2,339

Provision for loan losses
 
369

 
742

Increase in cash surrender value of bank owned life insurance
 
(512
)
 
(432
)
Realized (gain) loss from sales of securities available-for-sale
 
(753
)
 
(886
)
Realized (gain) loss from sales of premises and equipment
 
(1
)
 
(10
)
Realized (gain) loss from sales and write-downs of other real estate owned and repossessed assets
 
(175
)
 
80

Origination of mortgage loans for sale
 
(16,831
)
 
(19,328
)
Realized gains from sales of mortgage loans
 
(305
)
 
(360
)
Proceeds from sales of mortgage loans
 
16,970

 
19,492

Compensation expense related to stock options
 
28

 
30

Changes in:
 
 

 
 

Accrued income receivable
 
(802
)
 
(650
)
Other assets
 
745

 
358

Other liabilities
 
(239
)
 
314

TOTAL ADJUSTMENTS
 
380

 
1,689

NET CASH FLOWS FROM OPERATING ACTIVITIES
 
6,813

 
7,800

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 

 
 

Proceeds from sales of investment securities available-for-sale
 
41,888

 
64,002

Proceeds from maturities and calls of investment securities:
 
 

 
 

Available-for-sale
 
15,724

 
22,759

Held-to-maturity
 
4,437

 
1,563

Purchases of investment securities:
 
 

 
 

Available-for-sale
 
(57,106
)
 
(97,344
)
Held-to-maturity
 
(9,687
)
 
(3,332
)
Purchase of Federal Reserve Bank stock
 
(497
)
 
(8
)
Net (increase) decrease in loans
 
(13,446
)
 
2,248

Purchase of bank owned life insurance
 

 
(1,500
)
Proceeds from sale of other real estate owned and repossessed assets
 
1,062

 
20

Additions to other real estate owned
 

 
(16
)
Purchases of premises and equipment
 
(614
)
 
(403
)
Proceeds from sale of premises and equipment
 
1

 
13

Net cash acquired from acquisition
 
9,771

 

NET CASH FLOWS FROM INVESTING ACTIVITIES
 
(8,467
)
 
(11,998
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 

 
 

Net increase (decrease) in deposits
 
206

 
37,518

Net increase (decrease) in short-term borrowings
 
9,055

 
(9,520
)
Principal payments on long-term debt
 
(3,051
)
 
(7,324
)
Proceeds from issuance of common stock
 
32

 
41

Proceeds from exercise of stock options
 
70

 
28

Cash dividends paid on common stock
 
(3,446
)
 
(3,006
)
NET CASH FLOWS FROM FINANCING ACTIVITIES
 
2,866

 
17,737

NET CHANGE IN CASH AND CASH EQUIVALENTS
 
1,212

 
13,539

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
 
13,475

 
19,535

CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
14,687

 
33,074

SUPPLEMENTAL CASH FLOW INFORMATION:
 
 

 
 

Interest paid
 
$
3,150

 
3,857

Income taxes paid
 
2,715

 
1,735

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
 
 

 
 

Transfer from loans to other real estate owned and repossessed assets
 
133

 
755

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

6

Table of Contents



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" or the "Company") are attributable to its wholly-owned subsidiary, LCNB National Bank (the "Bank").  The accompanying unaudited consolidated financial statements include the accounts of LCNB and the Bank.

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 and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.  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 2012 Annual Report on Form 10-K filed with the SEC.

Note 2 – Acquisition
 
On October 9, 2012, LCNB and First Capital Bancshares, Inc. ("First Capital") entered into an Agreement and Plan of Merger ("Merger Agreement") pursuant to which First Capital was merged into LCNB on January 11, 2013 in a stock and cash transaction valued at approximately $20.2 million.  Immediately following the merger of First Capital into LCNB, Citizens National Bank of Chillicothe ("Citizens"), a wholly-owned subsidiary of First Capital, was merged into LCNB National Bank. Citizens operated six full–service branches with a main office and two other facilities in Chillicothe, Ohio and one branch in each of Frankfort, Ohio, Clarksburg, Ohio, and Washington Court House, Ohio.  These offices became branches of the Bank after the merger.
 
Under the terms of the Merger Agreement, each shareholder of First Capital common stock was entitled to elect to receive, for each share of First Capital Common Stock, (i) $30.76 in cash, (ii) 2.329 common shares of LCNB (subject to an adjustment based upon the average closing price of LCNB common shares for the 25 trading days prior to the effective date of the merger), or (iii) a combination of cash and LCNB common stock.  A First Capital shareholder's election to receive cash or stock was subject to allocation procedures that ensured that no more than 50% and no less than 40% of the outstanding First Capital shares were exchanged for cash and that no more than 60% and no less than 50% of the outstanding First Capital shares were exchanged for LCNB common shares.


7

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 2 – Acquisition (continued)


The merger with First Capital was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at their estimated fair values as of the merger date, as summarized in the following table (in thousands):

Consideration Paid:
 
Common shares issued (888,811)
$
12,354

Cash paid to shareholders
7,828

Total value of consideration paid
20,182

 
 

Identifiable Assets Acquired:
 

Cash and cash equivalents
17,632

Investment securities:
 

Available-for-sale
21,606

Held-to-maturity
384

Federal Reserve Bank stock
157

Federal Home Loan Bank stock
763

Loans
98,906

Premises and equipment
3,949

Bank owned life insurance
3,687

Core deposit intangible
2,574

Other real estate owned
127

Deferred income taxes
409

Other assets
1,369

Total identifiable assets acquired
151,563

 
 

Liabilities Assumed:
 

Deposits
136,823

Long-term debt
1,792

Other liabilities
822

Total liabilities assumed
139,437

 
 

Total Identifiable Net Assets Acquired
12,126

 
 

Goodwill resulting from merger
$
8,056


The amount of goodwill recorded reflects LCNB's entrance into a new market and related synergies that are expected to result from the acquisition and represents the excess purchase price over the estimated fair value of the net assets acquired.  The goodwill will not be amortizable and is not deductible for tax purposes.  The core deposit intangible will be amortized over nine years using the straight-line method.


8

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 2 – Acquisition (continued)


The following table details the changes in fair value of net assets acquired and liabilities assumed from the amounts reported in the Form 10-Q for the period ending June 30, 2013 (in thousands):

Goodwill at June 30, 2013
$
8,258

Effect of adjustments to:
 

Deferred income taxes
18

Other assets
(220
)
Goodwill at September 30, 2013
$
8,056


Management believes that acquisition method adjustments are substantially complete at September 30, 2013.

Direct costs related to the acquisition were expensed as incurred and are recorded in other non-interest expense in the consolidated statements of income.  During the first nine months of 2013, LCNB incurred $1,326,000 in merger and acquisition integration expenses related to the transaction, including $603,000 in merger related costs and $723,000 for converting Citizens data processing system to LCNB's system.
 
The results of operations are included in the consolidated statement of income from the date of the merger.  The estimated amount of Citizens revenue (net interest income plus non-interest income) and net income, excluding merger and data conversion costs, included in LCNB's consolidated statement of income for the three and nine months ended September 30, 2013 were as follows (in thousands):

 
Three Months
 
Nine Months
Total revenue
$
1,676

 
4,561

Net income
750

 
1,898


The following table presents unaudited pro forma information as if the merger with First Capital had occurred on January 1, 2012 (in thousands).  This pro forma information gives effect to certain adjustments, including purchase accounting fair value adjustments, amortization of the core deposit intangible, and related income tax effects.  It does not include merger and data conversion costs.  The pro forma information does not necessarily reflect the results of operations that would have occurred had the merger with First Capital occurred in 2012.  In particular, expected operational cost savings are not reflected in the pro forma amounts.

 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2013
 
2012
 
2013
 
2012
Total revenue
 
$
9,502

 
10,067

 
28,728

 
30,446

Net income
 
2,358

 
2,097

 
7,000

 
7,027

Basic earnings per common share
 
0.31

 
0.27

 
0.92

 
0.92

Diluted earnings per common share
 
0.30

 
0.27

 
0.90

 
0.91



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


Note 3 - Investment Securities
 
The amortized cost and estimated fair value of available-for-sale investment securities at September 30, 2013 and December 31, 2012 are summarized as follows (in thousands):

 
 
September 30, 2013
 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
U.S. Treasury notes
 
$
8,904

 

 
197

 
8,707

U.S. Agency notes
 
113,475

 
340

 
3,036

 
110,779

U.S. Agency mortgage-backed securities
 
45,723

 
721

 
868

 
45,576

Certificates of deposit with other banks
 
1,492

 
9

 

 
1,501

Municipal securities:
 
 

 
 

 
 

 
 

Non-taxable
 
78,822

 
2,480

 
793

 
80,509

Taxable
 
19,157

 
668

 
140

 
19,685

Mutual funds
 
2,408

 

 
23

 
2,385

Trust preferred securities
 
149

 
3

 
5

 
147

Equity securities
 
1,751

 
317

 
53

 
2,015

 
 
$
271,881

 
4,538

 
5,115

 
271,304


 
 
December 31, 2012
 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
U.S. Treasury notes
 
$
18,462

 
224

 

 
18,686

U.S. Agency notes
 
89,372

 
1,364

 
130

 
90,606

U.S. Agency mortgage-backed securities
 
51,121

 
1,444

 
24

 
52,541

Corporate securities
 
3,032

 
35

 

 
3,067

Municipal securities:
 
 

 
 

 
 

 
 

Non-taxable
 
70,504

 
3,497

 
119

 
73,882

Taxable
 
14,851

 
993

 
3

 
15,841

Mutual funds
 
2,138

 
30

 

 
2,168

Trust preferred securities
 
250

 
2

 
7

 
245

Equity securities
 
1,390

 
106

 
26

 
1,470

 
 
$
251,120

 
7,695

 
309

 
258,506


The fair value of held-to-maturity investment securities, consisting of taxable and non-taxable municipal securities, approximates amortized cost at September 30, 2013 and December 31, 2012.


10

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 3 - Investment Securities (continued)


Information concerning available-for-sale investment securities with gross unrealized losses at September 30, 2013, 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. Treasury notes
 
$
8,707

 
197

 

 

U.S. Agency notes
 
91,919

 
3,036

 

 

U.S. Agency mortgage-backed securities
 
23,840

 
868

 

 

Municipal securities:
 
 

 
 

 
 
 
 
Non-taxable
 
23,864

 
793

 

 

Taxable
 
5,633

 
140

 

 

Mutual funds
 
1,385

 
23

 

 

Trust preferred securities
 
46

 
4

 
48

 
1

Equity securities
 
311

 
34

 
95

 
19

 
 
$
155,705

 
5,095

 
143

 
20


Management has determined that the unrealized losses at September 30, 2013 are primarily due to fluctuations in market interest rates and do not reflect credit quality deterioration of the securities.   Because LCNB does not have the intent to sell the investments and it is more likely than not that LCNB will not be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, LCNB does not consider these investments to be other-than-temporarily impaired.


Note 4 - Loans
 
Major classifications of loans at September 30, 2013 and December 31, 2012 are as follows (in thousands):

 
September 30, 2013
 
December 31,
2012
 
Acquired Credit Impaired
 
Other
 
Total
 
 
Commercial and industrial
$
341

 
30,939

 
31,280

 
26,236

Commercial, secured by real estate
4,252

 
298,059

 
302,311

 
238,357

Residential real estate
1,346

 
214,972

 
216,318

 
175,031

Consumer

 
12,928

 
12,928

 
10,554

Agricultural

 
3,245

 
3,245

 
1,668

Other loans, including deposit overdrafts

 
58

 
58

 
1,875

 
5,939

 
560,201

 
566,140

 
453,721

Deferred net origination costs (fees)

 
(31
)
 
(31
)
 
62

 
5,939

 
560,170

 
566,109

 
453,783

Less allowance for loan losses

 
3,423

 
3,423

 
3,437

Loans, net
$
5,939

 
556,747

 
562,686

 
450,346



Loans acquired from the merger with First Capital are recorded at fair value with no carryover of the acquired entity's previously established allowance for loan losses.  The excess of expected cash flows over the estimated fair value of acquired loans is recognized as interest income over the remaining contractual lives of the loans using the level yield method.

11

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)


 Subsequent decreases in expected cash flows will require additions to the allowance for loan losses.  Subsequent improvements in expected cash flows result in the recognition of additional interest income over the then-remaining contractual lives of the loans.

Impaired loans acquired are accounted for under FASB ASC 310-30.  Factors considered in evaluating whether an acquired loan was impaired include delinquency status and history, updated borrower credit status, collateral information, and updated loan-to-value information.  The difference between contractually required payments at the time of acquisition and the cash flows expected to be collected is referred to as the nonaccretable difference.  The interest component of the cash flows expected to be collected is referred to as the accretable yield and is recognized as interest income over the remaining contractual life of the loan using the level yield method.   Subsequent decreases in expected cash flows will require additions to the allowance for loan losses.  Subsequent improvements in expected cash flows will result in a reclassification from the nonaccretable difference to the accretable yield.
 
The following table provides certain information at the acquisition date on loans acquired from First Capital, not including loans considered to be impaired (in thousands):

Contractually required principal at acquisition
$
91,614

Less fair value adjustment
(1,908
)
Fair value of acquired loans
$
89,706

 
 

Contractual cash flows not expected to be collected
$
2,149




The following table provides details on acquired impaired loans that are accounted for in accordance with FASB ASC 310-30 (in thousands):
Contractually required principal at acquisition
$
11,460

Contractual cash flows not expected to be collected (nonaccretable difference)
(1,260
)
Expected cash flows at acquisition
10,200

Interest component of expected cash flows (accretable discount)
(1,389
)
Fair value of acquired impaired loans
$
8,811


The following table provides the outstanding balance and related carrying amount for acquired impaired loans at the dates indicated (in thousands):
 
 
September 30,
2013
 
January 11,
2013
Outstanding balance
 
$
8,155

 
11,460

Carrying amount
 
5,939

 
8,811


Activity during 2013 for the accretable discount related to acquired impaired loans is as follows (in thousands):
Accretable discount at January 11, 2013
$
1,389

Reclass from nonaccretable discount to accretable discount
157

Less transferred to other real estate owned
(23
)
Less accretion
(394
)
Accretable discount at September 30, 2013
$
1,129


12

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)



Non-accrual, past-due, and accruing restructured loans as of September 30, 2013 and December 31, 2012 are as follows (in thousands):

 
September 30, 2013
 
December 31,
2012
 
Acquired Credit Impaired
 
Other
 
Total
 
 
Non-accrual loans:
 
 
 
 
 
 
 
Commercial and industrial
$

 
144

 
144

 
264

Commercial, secured by real estate
369

 
1,120

 
1,489

 
788

Residential real estate
143

 
1,052

 
1,195

 
1,231

Total non-accrual loans
512

 
2,316

 
2,828

 
2,283

Past-due 90 days or more and still accruing

 
29

 
29

 
128

Total non-accrual and past-due 90 days or more and still accruing
512

 
2,345

 
2,857

 
2,411

Accruing restructured loans

 
14,175

 
14,175

 
13,343

Total
$
512

 
16,520

 
17,032

 
15,754

Percentage of total non-accrual loans and loans past-due 90 days or more and still accruing to total loans
 
 
 
 
0.50
%
 
0.53
%
Percentage of total non-accrual loans, loans past-due 90 days or more and still accruing, and accruing restructured loans to total loans
 
 
 
 
3.01
%
 
3.47
%

Loans sold to and serviced for the Federal Home Loan Mortgage Corporation and other investors are not included in the accompanying consolidated balance sheets.  The unpaid principal balances of those loans at September 30, 2013 and December 31, 2012 are $91,125,000 and $71,568,000, respectively.  Loans sold during the three months ended September 30, 2013 and 2012 totaled $2,434,000 and $7,934,000, respectively, and $16,831,000 and $19,328,000 during the nine months ended September 30, 2013 and 2012, respectively.

13

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)



The allowance for loan losses and recorded investment in loans for the nine months ended September 30 are as follows (in thousands):
 
 
Commercial
& Industrial
 
Commercial, Secured by
Real Estate
 
Residential
Real Estate
 
Consumer
 
Agricultural
 
Other
 
Total
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of year
 
$
320

 
2,296

 
712

 
108

 

 
1

 
3,437

Provision charged to expenses
 
(41
)
 
107

 
268

 
14

 

 
21

 
369

Losses charged off:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Acquired credit impaired loans
 

 

 
(5
)
 

 

 

 
(5
)
  Other loans
 
(120
)
 
(34
)
 
(203
)
 
(148
)
 

 
(56
)
 
(561
)
Recoveries
 
4

 
26

 
21

 
98

 

 
34

 
183

Balance, end of period
 
$
163

 
2,395

 
793

 
72

 

 

 
3,423

Individually evaluated for impairment
 
$
1

 
766

 
190

 
1

 

 

 
958

Collectively evaluated for impairment
 
162

 
1,629

 
603

 
71

 

 

 
2,465

Acquired credit impaired loans
 

 

 

 

 

 

 

Balance, end of period
 
$
163

 
2,395

 
793

 
72

 

 

 
3,423

Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
166

 
14,444

 
1,543

 
35

 

 

 
16,188

Collectively evaluated for impairment
 
30,739

 
283,288

 
213,669

 
12,983

 
3,245

 
58

 
543,982

Acquired credit impaired loans
 
341

 
4,252

 
1,346

 

 

 

 
5,939

Balance, end of period
 
$
31,246

 
301,984

 
216,558

 
13,018

 
3,245

 
58

 
566,109

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Allowance for loan losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Balance, beginning of year
 
$
162

 
1,941

 
656

 
166

 

 
6

 
2,931

Change in classification
 
18

 
(18
)
 

 

 

 

 

Provision charged to expenses
 
163

 
(16
)
 
624

 
(49
)
 

 
20

 
742

Losses charged off
 
(159
)
 
(234
)
 
(479
)
 
(84
)
 

 
(64
)
 
(1,020
)
Recoveries
 

 
71

 
7

 
95

 

 
40

 
213

Balance, end of period
 
$
184

 
1,744

 
808

 
128

 

 
2

 
2,866

Individually evaluated for impairment
 
$
21

 
49

 
219

 

 

 

 
289

Collectively evaluated for impairment
 
163

 
1,695

 
589

 
128

 

 
2

 
2,577

Balance, end of period
 
$
184

 
1,744

 
808

 
128

 

 
2

 
2,866

Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
264

 
13,895

 
1,157

 
13

 

 

 
15,329

Collectively evaluated for impairment
 
25,462

 
223,898

 
176,114

 
11,550

 
2,061

 
2,993

 
442,078

Balance, end of period
 
$
25,726

 
237,793

 
177,271

 
11,563

 
2,061

 
2,993

 
457,407


14

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)


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

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

15

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)


A breakdown of the loan portfolio by credit quality indicators at September 30, 2013 and December 31, 2012 is as follows (in thousands):
 
 
Pass
 
OAEM
 
Substandard
 
Doubtful
 
Total
September 30, 2013
 
 
 
 
 
 
 
 
 
 
Acquired credit impaired:















Commercial & industrial

$
12




329




341

Commercial, secured by real estate



766


3,486




4,252

Residential real estate





1,346




1,346

Total

$
12


766


5,161




5,939

 
 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
 
$
27,657


1,815


1,433




30,905

Commercial, secured by real estate
 
285,160


1,957


10,615




297,732

Residential real estate
 
208,654


1,774


4,731


53


215,212

Consumer
 
12,978




40




13,018

Agricultural
 
3,245








3,245

Other
 
58








58

Total
 
$
537,752

 
5,546

 
16,819

 
53

 
560,170

 
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
 
$
27,669

 
1,815

 
1,762

 

 
31,246

Commercial, secured by real estate
 
285,160

 
2,723

 
14,101

 

 
301,984

Residential real estate
 
208,654

 
1,774

 
6,077

 
53

 
216,558

Consumer
 
12,978

 

 
40

 

 
13,018

Agricultural
 
3,245

 

 

 

 
3,245

Other
 
58

 

 

 

 
58

Total
 
$
537,764

 
6,312

 
21,980

 
53

 
566,109

 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 

 
 

 
 

 
 

 
 

Commercial & industrial
 
$
22,965

 
1,804

 
1,177

 
264

 
26,210

Commercial, secured by real estate
 
222,497

 
2,653

 
12,872

 
107

 
238,129

Residential real estate
 
168,338

 
2,353

 
4,280

 
298

 
175,269

Consumer
 
10,549

 

 
62

 
20

 
10,631

Agricultural
 
1,665

 

 
3

 

 
1,668

Other
 
1,876

 

 

 

 
1,876

Total
 
$
427,890

 
6,810

 
18,394

 
689

 
453,783



16

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)


A loan portfolio aging analysis at September 30, 2013 and December 31, 2012 is as follows (in thousands):

 
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
90 Days
Past Due
 
Total
Past Due
 
Current
 
Total Loans
Receivable
 
Total Loans Greater Than
90 Days and
Accruing
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired credit impaired:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
 
$

 

 

 

 
341

 
341

 

Commercial, secured by real estate
 

 
54

 
127

 
181

 
4,071

 
4,252

 

Residential real estate
 

 
45

 
80

 
125

 
1,221

 
1,346

 

Total
 
$

 
99

 
207

 
306

 
5,633

 
5,939

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
 
$
64

 
99

 
144

 
307

 
30,598

 
30,905

 

Commercial, secured by real estate
 
1,362

 
769

 
1,120

 
3,251

 
294,481

 
297,732

 

Residential real estate
 
1,200

 
492

 
1,116

 
2,808

 
212,404

 
215,212

 
29

Consumer
 
95

 
16

 

 
111

 
12,907

 
13,018

 

Agricultural
 

 

 

 

 
3,245

 
3,245

 

Other
 
39

 

 

 
39

 
19

 
58

 

Total
 
$
2,760

 
1,376

 
2,380

 
6,516

 
553,654

 
560,170

 
29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
 
$
64

 
99

 
144

 
307

 
30,939

 
31,246

 

Commercial, secured by real estate
 
1,362

 
823

 
1,247

 
3,432

 
298,552

 
301,984

 

Residential real estate
 
1,200

 
537

 
1,196

 
2,933

 
213,625

 
216,558

 
29

Consumer
 
95

 
16

 

 
111

 
12,907

 
13,018

 

Agricultural
 

 

 

 

 
3,245

 
3,245

 

Other
 
39

 

 

 
39

 
19

 
58

 

Total
 
$
2,760

 
1,475

 
2,587

 
6,822

 
559,287

 
566,109

 
29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial & industrial
 
$

 
1

 
264

 
265

 
25,945

 
26,210

 

Commercial, secured by real estate
 
346

 
79

 
788

 
1,213

 
236,916

 
238,129

 

Residential real estate
 
791

 
212

 
1,172

 
2,175

 
173,094

 
175,269

 
103

Consumer
 
61

 
57

 
25

 
143

 
10,488

 
10,631

 
25

Agricultural
 

 

 

 

 
1,668

 
1,668

 

Other
 
72

 

 

 
72

 
1,804

 
1,876

 

Total
 
$
1,270

 
349

 
2,249

 
3,868

 
449,915

 
453,783

 
128


 

17

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)


Impaired loans, excluding acquired credit impaired loans, at September 30, 2013 and December 31, 2012 are as follows (in thousands):

 
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Investment
 
Interest Income Recognized
September 30, 2013
 
 
 
 
 
 
 
 
 
 
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
Commercial & industrial
 
$

 

 

 

 

Commercial, secured by real estate
 
3,067

 
3,143

 

 
3,143

 
85

Residential real estate
 
344

 
344

 

 
382

 
6

Consumer
 

 

 

 
1

 

Total
 
$
3,411

 
3,487

 

 
3,526

 
91

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

Commercial & industrial
 
$
166

 
271

 
1

 
193

 
1

Commercial, secured by real estate
 
11,377

 
11,431

 
766

 
10,710

 
278

Residential real estate
 
1,199

 
1,462

 
190

 
1,201

 
23

Consumer
 
35

 
35

 
1

 
21

 
2

Total
 
$
12,777

 
13,199

 
958

 
12,125

 
304

Total:
 
 

 
 

 
 

 
 

 
 

Commercial & industrial
 
$
166

 
271

 
1

 
193

 
1

Commercial, secured by real estate
 
14,444

 
14,574

 
766

 
13,853

 
363

Residential real estate
 
1,543

 
1,806

 
190

 
1,583

 
29

Consumer
 
35

 
35

 
1

 
22

 
2

Total
 
$
16,188

 
16,686

 
958

 
15,651

 
395

 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 

 
 

 
 

 
 

 
 

With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

Commercial & industrial
 
$

 

 

 
975

 
43

Commercial, secured by real estate
 
9,541

 
9,936

 

 
9,310

 
350

Residential real estate
 
417

 
417

 

 
397

 
5

Consumer
 
20

 
20

 

 
23

 
2

Total
 
$
9,978

 
10,373

 

 
10,705

 
400

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

Commercial & industrial
 
$
264

 
822

 
159

 
374

 

Commercial, secured by real estate
 
4,258

 
4,360

 
660

 
4,765

 
171

Residential real estate
 
658

 
853

 
85

 
707

 
2

Consumer
 

 

 

 
4

 

Total
 
$
5,180

 
6,035

 
904

 
5,850

 
173

Total:
 
 

 
 

 
 

 
 

 
 

Commercial & industrial
 
$
264

 
822

 
159

 
1,349

 
43

Commercial, secured by real estate
 
13,799

 
14,296

 
660

 
14,075

 
521

Residential real estate
 
1,075

 
1,270

 
85

 
1,104

 
7

Consumer
 
20

 
20

 

 
27

 
2

Total
 
$
15,158

 
16,408

 
904

 
16,555

 
573



18

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 4 – Loans (continued)


Loan modifications that were classified as troubled debt restructurings during the three and nine months ended September 30, 2013 and 2012 are as follows (dollars in thousands):

 
 
2013
 
2012
 
 
Number
of
Loans
 
Balance at Modification
 
Number
of
Loans
 
Balance at Modification
Three Months Ended September 30,
 
 
 
 
 
 
 
 
Commercial and industrial
 

 
$

 

 
$

Commercial, secured by real estate
 
1

 
702

 

 

Residential real estate
 

 

 
1

 
100

Consumer
 

 

 
2

 
20

Total
 
1

 
$
702

 
3

 
$
120

Nine Months Ended September 30,
 
 

 
 

 
 

 
 

Commercial and industrial
 
1

 
$
22

 

 
$

Commercial, secured by real estate
 
1

 
702

 

 

Residential real estate
 
2

 
335

 
3

 
273

Consumer
 
2

 
27

 
2

 
20

Total
 
6

 
$
1,086

 
5

 
$
293


Each restructured loan is separately negotiated with the borrower and includes terms and conditions that reflect the borrower's ability to pay the debt as modified.  Modifications may include interest only payments for a period of time, temporary or permanent reduction of the loan's interest rate, capitalization of delinquent interest, or extensions of the maturity date.

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

A restructured automobile loan with a balance of $13,000 was charged off during the first quarter 2013, which was within twelve months of the loan's modification date.  There were no other troubled debt restructurings that subsequently defaulted within twelve months of the restructuring date for the three and nine months ended September 30, 2013 and 2012.

Note 5 – Other Real Estate Owned
 
Other real estate owned includes property acquired through foreclosure or deed-in-lieu of foreclosure and also includes property deemed to be in-substance foreclosed and are included in "other assets" in the consolidated balance sheets.  Changes in other real estate owned are as follows (in thousands):
 
 
Nine Months Ended
September 30,
 
 
2013
 
2012
Balance, beginning of year
 
$
2,189

 
1,619

Additions
 
126

 
771

Additions due to merger
 
127

 

Reductions due to sales
 
(843
)
 

Reductions due to valuation write downs
 
(38
)
 
(76
)
Balance, end of period
 
$
1,561

 
2,314



19

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 5 –Other Real Estate Owned (continued)


Other real estate owned at September 30, 2013 and December 31, 2012 consisted of (dollars in thousands):
 
 
September 30, 2013
 
December 31, 2012
 
 
Number
 
Balance
 
Number
 
Balance
Commercial real estate
 
2

 
$
1,443

 
2

 
$
1,875

Residential real estate
 
5

 
118

 
8

 
314

 
 
7

 
$
1,561

 
10

 
$
2,189

 
Note 6 – Premises and Equipment
 
Premises and equipment at September 30, 2013 and December 31, 2012 are summarized as follows (in thousands):

 
 
September 30,
2013
 
December 31,
2012
Land
 
$
5,353

 
4,708

Buildings
 
18,756

 
15,616

Equipment
 
11,952

 
11,280

Construction in progress
 
75

 

Total
 
36,136

 
31,604

Less accumulated depreciation
 
16,078

 
15,040

Premises and equipment, net
 
$
20,058

 
16,564


Depreciation charged to expense was $370,000 and $322,000 for the three months ended September 30, 2013 and 2012, respectively, and $1,070,000 and $927,000 for the nine months ended September 30, 2013 and 2012, respectively.

Note 7 – Borrowings
 
Funds borrowed from the Federal Home Loan Bank of Cincinnati ("FHLB") at September 30, 2013 and December 31, 2012 are as follows (dollars in thousands):
 
 
Interest
Rate
 
September 30,
2013
 
December 31,
2012
Fixed Rate Advances, due at maturity:
 
 
 
 
 
 
Advance due January 2015
 
2.00
%
 
$
5,000

 
5,000

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
%
 
528

 
1,308

Advance due March 2019
 
2.82
%
 
1,918

 
2,397

 
 
 

 
$
12,446

 
13,705


All advances from the FHLB are secured by a blanket pledge of LCNB's 1-4 family first lien mortgage loans in the amount of approximately $181 million and $142 million at September 30, 2013 and December 31, 2012, respectively.  Additionally, LCNB is required to hold minimum levels of FHLB stock, based on the outstanding borrowings.


20

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 7 – Borrowings (continued)


Short-term borrowings at September 30, 2013 and December 31, 2012 are as follows (dollars in thousands):
 
 
September 30, 2013
 
December 31, 2012
 
 
Amount
 
Rate
 
Amount
 
Rate
Line of credit
 
$
11,946

 
0.75
%
 
$
2,661

 
0.75
%
FHLB short-term advance
 

 
%
 

 
%
Repurchase agreements
 
10,865

 
0.10
%
 
11,095

 
0.10
%
 
 
$
22,811

 
0.44
%
 
$
13,756

 
0.23
%

Note 8 – Income Taxes
 
A reconciliation between the statutory income tax and LCNB's effective tax rate on income from continuing operations follows:

 
 
For the three months ended
September 30,
 
For the nine months ended
September 30,
 
 
2013
 
2012
 
2013
 
2012
Statutory tax rate
 
34.0
 %
 
34.0
 %
 
34.0
 %
 
34.0
 %
Increase (decrease) resulting from:
 
 

 
 

 
 

 
 

Tax exempt interest
 
(6.8
)%
 
(8.3
)%
 
(7.4
)%
 
(7.3
)%
Tax exempt income on bank owned life insurance
 
(1.8
)%
 
(2.0
)%
 
(2.0
)%
 
(1.8
)%
Other, net
 
 %
 
(0.1
)%
 
0.4
 %
 
 %
Effective tax rate
 
25.4
 %
 
23.6
 %
 
25.0
 %
 
24.9
 %

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

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

21

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 9 – Commitments and Contingent Liabilities (continued)


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 September 30, 2013 and December 31, 2012 are as follows (in thousands):
 
 
September 30,
2013
 
December 31,
2012
Commitments to extend credit:
 
 
 
 
Commercial loans
 
$
12,663

 
13,625

Other loans
 
 

 
 

Fixed rate
 
3,824

 
4,602

Adjustable rate
 
1,039

 
1,238

Unused lines of credit:
 
 

 
 

Fixed rate
 
4,386

 
3,368

Adjustable rate
 
59,636

 
45,199

Unused overdraft protection amounts on demand and NOW accounts
 
9,538

 
9,665

Standby letters of credit
 
445

 
5,109

 
 
$
91,531

 
82,806


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

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party.  At September 30, 2013 and December 31, 2012, outstanding guarantees of approximately $445,000 and $346,000, respectively, were issued to developers and contractors.  These guarantees generally are fully secured and have varying maturities.  At December 31, 2012, LCNB had a participation in four letters of credit totaling $4.8 million securing payment of principal and interest on a bond issue.  These letters of credit were terminated on July 11, 2013.

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.

Capital expenditures include the construction or acquisition of new office buildings, improvements to LCNB's offices, purchases of furniture and equipment, and additions or improvements to LCNB's information technology system. Commitments outstanding for capital expenditures as of September 30, 2013 totaled approximately $100,000.

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

LCNB and its subsidiary 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 – 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 loan commitments and stand-by letters of credit.  The leverage ratio supplements the risk-based capital guidelines.

22

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 10 – Regulatory Capital (continued)


For various regulatory purposes, financial institutions are classified into categories based upon capital adequacy.
 
 
Minimum Requirement
 
To Be Considered
Well-Capitalized
Ratio of tier 1 capital to risk-weighted assets
 
4.0
%
 
6.0
%
Ratio of total capital (tier 1 capital plus tier 2 capital) to risk-weighted assets
 
8.0
%
 
10.0
%
Leverage ratio (tier 1 capital to adjusted quarterly average total assets)
 
3.0
%
 
5.0
%
 
As of the most recent notification from their regulators, the Bank and LCNB were categorized as "well-capitalized" under the regulatory framework for prompt corrective action.  Management believes that no conditions or events have occurred since the last notification that would change the Bank's or LCNB's category.
 
A summary of the regulatory capital and capital ratios of LCNB follows (dollars in thousands):
 
 
At
September 30,
2013
 
At
December 31,
2012
Regulatory Capital:
 
 
Shareholders' equity
 
$
92,215

 
82,006

Goodwill and other intangibles
 
(16,405
)
 
(6,019
)
Accumulated other comprehensive (income) loss
 
508

 
(4,721
)
Tier 1 risk-based capital
 
76,318

 
71,266

Eligible allowance for loan losses
 
3,423

 
3,437

Total risk-based capital
 
$
79,741

 
74,703

Capital ratios:
 
 

 
 

Tier 1 risk-based
 
13.26
%
 
15.13
%
Total risk-based
 
13.86
%
 
15.86
%
Leverage
 
8.19
%
 
8.98
%



23

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


Note 11 – Accumulated Other Comprehensive Income
 
Changes in accumulated other comprehensive income for the nine months ended September 30, 2013 and 2012 are as follows (in thousands):

 
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
Changes in Pension Plan Assets and Benefit Obligations
 
Total
2013
 
 
 
 
 
 
Balance at beginning of period
 
$
4,875

 
(154
)
 
4,721

Before reclassifications
 
(4,758
)
 
26

 
(4,732
)
Reclassifications
 
(497
)
 

 
(497
)
Balance at end of period
 
$
(380
)
 
(128
)
 
(508
)
 
 
 
 
 
 
 
2012
 
 

 
 

 
 

Balance at beginning of period
 
$
5,180

 
(152
)
 
5,028

Before reclassifications
 
1,529

 
25

 
1,554

Reclassifications
 
(586
)
 

 
(586
)
Balance at end of period
 
$
6,123

 
(127
)
 
5,996


Reclassifications out of accumulated other comprehensive income during the three months and nine months ended September 30, 2013 and 2012 and the affected line items in the consolidated statements of income are as follows (in thousands):
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2013
 
2012
 
2013
 
2012
Realized gain on sale of securities
 
$
58

 
427

 
753

 
886

Less provision for income taxes
 
20

 
145

 
256

 
300

Reclassification adjustment, net of taxes
 
$
38

 
282

 
497

 
586



24

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


Note 12 – Retirement Plans
 
LCNB participates in a noncontributory defined benefit retirement multi-employer plan that covers substantially all regular full-time employees hired before January 1, 2009.

Employees of LCNB also participate in a defined contribution 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 hired before January 1, 2009 who received a benefit reduction under certain amendments to the defined benefit retirement plan 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 and 401(k) plan charged to pension and other employee benefits in the consolidated statements of income for the three and nine-month periods ended September 30, 2013 and 2012 are as follows (in thousands):
 
 
For the Three Months
Ended September 30,
 
For the Nine Months
Ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Qualified noncontributory defined benefit retirement plan
 
$
31

 
230

 
93

 
521

401(k) plan
 
75

 
88

 
229

 
198


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

The components of net periodic pension cost of the nonqualified defined benefit retirement plan for the three and nine months ended September 30, 2013 and 2012 are summarized as follows (in thousands):
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2013
 
2012
 
2013
 
2012
Service cost
 
$
18

 
22

 
54

 
66

Interest cost
 
12

 
11

 
35

 
33

Amortization of unrecognized net (gain) loss
 
6

 
5

 
18

 
15

Amortization of unrecognized prior service cost
 
7

 
7

 
21

 
21

Net periodic pension cost
 
$
43

 
45

 
128

 
135


Amounts recognized in accumulated other comprehensive income, net of tax, at September 30, 2013 and December 31, 2012 for the nonqualified defined benefit retirement plan consists of (in thousands):
 
 
September 30,
2013
 
December 31,
2012
Net actuarial loss
 
$
113

 
125

Past service cost
 
14

 
29

 
 
$
127

 
154


Citizens National Bank had a qualified noncontributory defined benefit pension plan which covered employees hired before May 1, 2005.  LCNB assumed this plan at the time of the merger.


25

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


Note 13 - Stock Based Compensation
 
LCNB established an Ownership Incentive Plan (the "Plan") during 2002 that allows for stock-based awards to eligible employees, as determined by the Board of Directors.  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.

Options granted to date vest ratably over a five year period and expire ten years after the date of grant. Stock options outstanding at September 30, 2013 are as follows:

 
 
Outstanding Stock Options
 
Exercisable Stock Options
Exercise
Price Range
 
Number
 
Weighted Average
Exercise
Price
 
Weighted Average Remaining Contractual
Life (Years)
 
Number
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual
Life (Years)
$9.00 - $10.99
 
23,494

 
$
9.00

 
5.3
 
18,419

 
$
9.00

 
5.3
$11.00 - $12.99
 
63,354

 
12.05

 
6.8
 
31,362

 
12.06

 
6.1
$17.00 - $18.99
 
18,118

 
18.19

 
2.1
 
18,118

 
18.19

 
2.1
 
 
104,966

 
12.43

 
5.6
 
67,899

 
12.86

 
4.8

The following table summarizes stock option activity for the periods indicated:
 
 
2013
 
2012
 
 
Options
 
Weighted Average Exercise
Price
 
Options
 
Weighted Average Exercise
Price
Outstanding, January 1
 
110,586

 
$
12.42

 
124,123

 
$
12.54

Granted
 

 

 
14,491

 
12.60

Exercised
 
(5,620
)
 
12.32

 
(2,144
)
 
13.09

Outstanding, September 30
 
104,966

 
12.43

 
136,470

 
12.54

Exercisable, September 30
 
67,899

 
12.86

 
81,193

 
13.25


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 September 30, 2013 that were "in the money" (market price greater than exercise price) was $708,000.  The aggregate intrinsic value at that date for only the options that were exercisable was $428,000.  The aggregate intrinsic value for options outstanding at September 30, 2012 that were in the money was $233,000 and the aggregate intrinsic value at that date for only the options that were exercisable was $127,000.  The intrinsic value changes based upon fluctuations in the market value of LCNB's stock.

Total expense related to options included in salaries and employee benefits in the consolidated statements of income for the three and nine months ended September 30, 2013 were $9,000 and $28,000, respectively, and $10,000 and $30,000 for the three and nine months ended September 30, 2012, respectively.


26

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


Note 14 - 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 are as follows for the three and nine months ended September 30, 2013 and 2012 (dollars in thousands, except share and per share data):

 
 
For the Three Months
Ended September 30,
 
For the Nine Months
Ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Net income
 
$
2,357

 
1,847

 
6,433

 
6,111

Weighted average number of shares outstanding used in the calculation of basic earnings per common share
 
7,636,098

 
6,721,699

 
7,592,818

 
6,713,959

Add dilutive effect of:
 
 

 
 

 
 

 
 

Stock options
 
29,601

 
10,089

 
23,262

 
8,898

Stock warrants
 
121,399

 
65,887

 
106,606

 
64,143

Adjusted weighted average number of shares outstanding used in the calculation of diluted earnings per common share
 
7,787,098

 
6,797,675

 
7,722,686

 
6,787,000

Earnings per common share:
 
 

 
 

 
 

 
 

Basic
 
$
0.31

 
0.27

 
0.85

 
0.91

Diluted
 
0.30

 
0.27

 
0.83

 
0.90


Note 15 - Fair Value Measurements
 
LCNB measures certain assets at fair value using various valuation techniques and assumptions, depending on the nature of the asset.  Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.

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


27

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 15 - Fair Value Measurements (continued)


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, LCNB has invested in two mutual funds that invest in debt securities or loans that qualify for credit under the Community Reinvestment Act.  The investment in one of the mutual funds is considered to have level 1 inputs because it is publicly traded in an active market and it publishes a daily net asset value.  The investment in the other mutual fund is considered to have level 2 inputs because, although its shares are not traded in an active market, an investor can have its interest in the fund redeemed for the balance of its capital account at any quarter-end assuming the fund is given a 60 day notice.  The investment in this fund is carried at cost and approximates fair value.  Additionally, LCNB owns trust preferred securities in various financial institutions, equity securities in various financial and non-financial companies, and a mutual fund that invests primarily in floating rate loans.   Market quotations (level 1) are used to determine fair values for these investments. The investment in the mutual fund is considered to have level 1 inputs because it is publicly traded in an active market and it publishes a daily net asset value.
 
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.


28

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 15 - Fair Value Measurements (continued)


The following table summarizes the valuation of LCNB's assets recorded at fair value by input levels as of September 30, 2013 and December 31, 2012 (in thousands):
 
 
Fair Value Measurements at the End of
the Reporting Period Using
 
 
 
 
Fair Value Measurements
 
Quoted
Prices
in Active
Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
Gains
(Losses)
September 30, 2013
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements:
 
 
 
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
U.S. Treasury notes
 
$
8,707

 
8,707

 

 

 
 
U.S. Agency notes
 
110,779

 

 
110,779

 

 
 
U.S. Agency mortgage-backed securities
 
45,576

 

 
45,576

 

 
 
Certificates of deposit with other banks
 
1,501

 

 
1,501

 

 
 
Municipal securities:
 
 

 
 

 
 

 
 

 
 
Non-taxable
 
80,509

 

 
80,509

 

 
 
Taxable
 
19,685

 

 
19,685

 

 
 
Mutual funds
 
2,385

 
1,385

 
1,000

 

 
 
Trust preferred securities
 
147

 
147

 

 

 
 
Equity securities
 
2,015

 
2,015

 

 

 
 
Total recurring fair value measurements
 
$
271,304

 
12,254

 
259,050

 

 
 
Nonrecurring fair value measurements:
 
 

 
 

 
 
 
 

 
 
Impaired loans
 
$
11,819

 

 
650

 
11,169

 

Other real estate owned and repossessed assets (a)
 
1,561

 

 
1,561

 

 
175

Total nonrecurring fair value measurements
 
$
13,380

 

 
2,211

 
11,169

 
175

December 31, 2012
 
 

 
 

 
 

 
 

 
 

Recurring fair value measurement:
 
 

 
 

 
 

 
 

 
 

Investment securities available-for-sale:
 
 

 
 

 
 

 
 

 
 

U.S. Treasury notes
 
$
18,686

 
18,686

 

 

 
 

U.S. Agency notes
 
90,606

 

 
90,606

 

 
 

U.S. Agency mortgage-backed securities
 
52,541

 

 
52,541

 

 
 

Corporate securities
 
3,067

 
3,067

 

 

 
 

Municipal securities:
 
 

 
 

 
 

 
 

 
 

Non-taxable
 
73,882

 

 
73,882

 

 
 

Taxable
 
15,841

 

 
15,841

 

 
 

Mutual funds
 
2,168

 
1,168

 
1,000

 

 
 

Trust preferred securities
 
245

 
245

 

 

 
 

Equity securities
 
1,470

 
1,470

 

 

 
 

Total recurring fair value measurements
 
$
258,506

 
24,636

 
233,870

 

 
 

Nonrecurring fair value measurements:
 
 

 
 

 
 

 
 

 
 

Impaired loans
 
$
4,276

 

 
161

 
4,115

 

Other real estate owned and repossessed assets (b)
 
2,189

 

 
2,189

 

 
(295
)
Total nonrecurring fair value measurements
 
$
6,465

 

 
2,350

 
4,115

 
(295
)
(a)
Six other real estate owned properties with a total carrying amount of $277,000 were written down to their combined fair value of $239,000, resulting in an impairment charge of $38,000.  Eight other real estate owned properties with a total carrying amount of $843,000 were sold for a combined total of $1,054,000, resulting in a net gain of $211,000.    A repossessed asset with a carrying value of $6,000 was sold for $8,000, resulting in a net gain of $2,000.  The write-downs, losses, and gains were included in other non-interest expense for the period.
(b)
Eight other real estate owned properties with a total carrying amount of $1,809,000 were written down to their combined fair value of $1,525,000, resulting in an impairment charge of $284,000.  Another property was sold at a loss of $8,000.  Repossessed assets with a carrying value of $23,000 were sold for a combined total of $20,000, resulting in a net loss of $3,000.  The write-downs and losses were included in other non-interest expense for the period.


29

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 15 - Fair Value Measurements (continued)


Carrying amounts and estimated fair values of financial instruments as of September 30, 2013 and December 31, 2012 are as follows (in thousands):
 
 
September 30, 2013
 
December 31, 2012
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
FINANCIAL ASSETS:
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
14,687

 
14,687

 
13,475

 
13,475

Investment securities:
 
 

 
 

 
 

 
 

Available-for-sale
 
271,304

 
271,304

 
258,506

 
258,506

Held-to-maturity
 
21,058

 
21,058

 
15,424

 
15,424

Federal Reserve Bank stock
 
1,603

 
1,603

 
949

 
949

Federal Home Loan Bank stock
 
2,854

 
2,854

 
2,091

 
2,091

Loans, net
 
562,686

 
564,402

 
450,346

 
453,060

FINANCIAL LIABILITIES:
 
 

 
 

 
 

 
 

Deposits
 
808,335

 
811,412

 
671,471

 
675,964

Short-term borrowings
 
22,811

 
22,811

 
13,756

 
13,756

Long-term debt
 
12,446

 
13,251

 
13,705

 
14,724


The fair value of off-balance-sheet financial instruments at September 30, 2013 and December 31, 2012 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.  These current rates approximate market rates.

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

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


30

Table of Contents
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Note 15 - Fair Value Measurements (continued)


The following table summarizes the categorization by input level as of September 30, 2013 and December 31, 2012 of LCNB's financial assets and liabilities not recorded at fair value but for which fair value is disclosed (in thousands):
 
 
Fair Value Measurements at the End of
the Reporting Period Using
 
 
Fair Value Measurements
 
Quoted Prices
in Active
Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs
(Level 3)
September 30, 2013
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Loans, net
 
$
552,583

 

 
552,583

 

Investment securities, non-taxable, held-to-maturity
 
21,058

 

 

 
21,058

Federal Reserve Bank stock
 
1,603

 
1,603

 

 

Federal Home Loan Bank stock
 
2,854

 
2,854

 

 

Liabilities:
 
 

 
 

 
 

 
 

Deposits
 
811,412

 

 
811,412

 

Long-term debt
 
13,251

 

 
13,251

 

December 31, 2012
 
 

 
 

 
 

 
 

Assets:
 
 

 
 

 
 

 
 

Loans, net
 
$
448,784

 

 
448,784

 

Investment securities, non-taxable, held-to-maturity
 
15,424

 

 

 
15,424

Federal Reserve Bank stock
 
949

 
949

 

 

Federal Home Loan Bank stock
 
2,091

 
2,091

 

 

Liabilities:
 
 

 
 

 
 

 
 

Deposits
 
675,964

 

 
675,964

 

Long-term debt
 
14,724

 

 
14,724

 


31

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


Note 16 – Subsequent Events

On October 28, 2013, LCNB and Colonial Banc Corp. (“CBC”), the holding company for Eaton National Bank & Trust Co. of Eaton, Ohio (“Eaton National”), signed a definitive stock purchase agreement whereby LCNB will purchase 100% of the outstanding stock of Eaton National from CBC for $24.75 million in cash. The transaction is expected to close in the first quarter of 2014, subject to receipt of CBC shareholder approval, customary regulatory approvals, and the completion of an underwritten public offering of $25 million of LCNB voting common stock. Upon the consummation of the transaction, Eaton National will be merged into LCNB National Bank and its offices will become branches of LCNB National Bank.

Eaton National operates five full-service branches in Preble County, Ohio and has approximately $191 million in assets, $136 million in loans, and $168 million in deposits.

The underwritten public offering referred to above was completed on November 5, 2013, when LCNB issued 1,642,857 shares of its common stock at a price to the public of $17.50 per share. The net proceeds to LCNB after deducting underwriting discounts and commissions and estimated offering expenses was approximately $27.1 million. LCNB intends to use the proceeds to fund the acquisition of Eaton National and the remaining amount will be used for general corporate purposes.

 

Note 17 – Recent Accounting Pronouncements
 
Accounting Standards Update ("ASU") No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities"
ASU No. 2013-01 was issued in January 2013 and clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities," applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with applicable accounting guidance or subject to an enforceable master netting arrangement or similar agreement.  ASU No. 2013-01 is to be applied retrospectively and was effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods.  The adoption of this guidance, which involves disclosure only, will not impact LCNB's results of operations or financial position.  LCNB currently does not net its financial instruments on its balance sheets.

ASU No. 2013-04, "Liabilities (Topic 405):  Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date"
ASU No. 2013-04 was issued in February 2013 and requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors.  The entity is also required to disclose information about the obligation, including its nature and amount.  ASU No. 2013-04 is effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2013.  The ASU is effective for nonpublic companies for fiscal years, and interim periods within those years, beginning after December 15, 2014.  The adoption of this guidance is not anticipated to have a material impact on LCNB's results of operations or financial position.

ASU No. 2013-10, "Derivatives and Hedging (Topic 815):  Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes"
ASU No. 2013-10 was issued in July 2013 and permits the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes in addition to interest rates on U.S. Treasury obligations and LIBOR.  The update also removes a restriction on using different benchmark rates for similar hedges.  ASU No. 2013-10 is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013.  The adoption of this guidance will not impact LCNB's results of operations or financial position.  LCNB currently does not use hedged transactions as part of its asset/liability management activities.

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


Note 17 – Recent Accounting Pronouncements (continued)

ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”
ASU No. 2013-11 was issued in July 2013 and requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. No new recurring disclosures are required. ASU No. 2013-11 is effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2013 and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. The adoption of ASU No. 2013-11 is not expected to have a material impact on the LCNB’s results of operations or financial position.


33

Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
LCNB Corp.
Lebanon, Ohio

We have reviewed the accompanying consolidated balance sheet of LCNB Corp. and subsidiaries ("LCNB") as of September 30, 2013, and the related consolidated statements of income and comprehensive income for each of the three-month and nine-month periods ended September 30, 2013 and 2012, and the related consolidated statements of shareholders' equity and cash flows for each of the nine-month periods ended September 30, 2013 and 2012.  These interim financial statements are the responsibility of LCNB'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 as of December 31, 2012 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 25, 2013, 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, 2012, 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
 
November 7, 2013
 



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LCNB CORP. AND SUBSIDIARIES

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

Forward Looking Statements
Certain 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
Net income for the three and nine months ended September 30, 2013 was $2,357,000 (total basic and diluted earnings per common share of $0.31 and $0.30, respectively) and $6,433,000 (total basic and diluted earnings per common share of $0.85 and $0.83, respectively), respectively.  This compares to net income of $1,847,000 (total basic and diluted earnings per common share of $0.27) and $6,111,000 (total basic and diluted earnings per common share of $0.91 and $0.90) for the same three and nine-month periods in 2012.  Results for 2013 were significantly affected by the completion of a merger with First Capital Bancshares, Inc. and its subsidiary, Citizens National Bank of Chillicothe, on January 11, 2013.

Net interest income for the three and nine months ended September 30, 2013 increased $1,241,000 and $2,871,000, respectively, from the comparative periods in 2012 due primarily to the increased volume of average interest earning assets provided by the merger.

The provision for loan losses for the three and nine months ended September 30, 2013 was $258,000 and $373,000 less than the comparable periods in 2012.  Net loan charge-offs for the first nine months of 2013 and 2012 totaled $383,000 and $807,000, respectively.  Non-accrual loans and loans past due 90 days or more and still accruing interest totaled $2,857,000 or 0.50% of total loans at September 30, 2013, compared to $2,411,000 or 0.53% of total loans at December 31, 2012.  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 decreased from $2,189,000 at December 31, 2012 to $1,561,000 at September 30, 2013 primarily due the sale of commercial real estate property during the first quarter 2013.

Non-interest income for the three-month period in 2013 was $158,000 less than the comparable period in 2012 and $436,000 greater for the nine-month period. The three-month period was less primarily due to decreases in gains from sales of investment securities and mortgage loans, partially offset by increases in service charges and fees on deposit accounts. For the nine-month period, decreased gains from sales of investment securities and mortgage loans were more than offset by increases in service charges and fees on deposit accounts. The increases in service charges and fees were primarily due to a greater number of deposit accounts resulting from the merger.   

Non-interest expense for the three and nine months ended September 30, 2013 was $599,000 and $3,236,000 greater than the comparable periods in 2012. Salaries and employee benefits, as well as a variety of other expense items, increased significantly due to the increased number of employees and offices resulting from the merger. The nine-month period ended September 30, 2013 also includes $1,326,000 in costs related to the merger with Citizens National Bank that were recognized during the first and second quarters.  These expense increases during the nine-month period were partially offset by a gain recognized on the sale of other real estate owned property during the first quarter 2013.



35

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LCNB CORP. AND SUBSIDIARIES

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




Net Interest Income

Three Months Ended September 30, 2013 vs. 2012.
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 September 30, 2013 and 2012, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid.

 
 
Three Months Ended September 30,
 
 
2013
 
2012
 
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
 
 
 
(Dollars in thousands)
 
 
 
 
Loans (1)
 
$
561,345

 
6,902

 
4.88
%
 
$
457,138

 
5,822

 
5.05
%
Interest-bearing demand deposits
 
4,724

 
2

 
0.17
%
 
10,175

 
4

 
0.16
%
Federal Reserve Bank stock
 
1,602

 

 
%
 
949

 

 
%
Federal Home Loan Bank stock
 
2,854

 
30

 
4.17
%
 
2,091

 
22

 
4.17
%
Investment securities:
 
 

 
 

 
 

 
 

 
 

 
 

Taxable
 
195,711

 
862

 
1.75
%
 
197,971

 
941

 
1.89
%
Non-taxable (2)
 
100,603

 
991

 
3.91
%
 
85,135

 
932

 
4.34
%
Total earnings assets
 
866,839

 
8,787

 
4.02
%
 
753,459

 
7,721

 
4.07
%
Non-earning assets
 
83,069

 
 

 
 

 
63,687

 
 

 
 

Allowance for loan losses
 
(3,412
)
 
 

 
 

 
(2,925
)
 
 

 
 

Total assets
 
$
946,496

 
 

 
 

 
$
814,221

 
 

 
 

Interest-bearing deposits
 
$
652,371

 
875

 
0.53
%
 
$
579,128

 
1,050

 
0.72
%
Short-term borrowings
 
24,622

 
11

 
0.18
%
 
14,544

 
4

 
0.11
%
Long-term debt
 
12,564

 
109

 
3.44
%
 
17,561

 
136

 
3.07
%
Total interest-bearing liabilities
 
689,557

 
995

 
0.57
%
 
611,233

 
1,190

 
0.77
%
Demand deposits
 
161,725

 
 

 
 

 
114,053

 
 

 
 

Other liabilities
 
4,166

 
 

 
 

 
7,369

 
 

 
 

Capital
 
91,048

 
 

 
 

 
81,566

 
 

 
 

Total liabilities and capital
 
$
946,496

 
 

 
 

 
$
814,221

 
 

 
 

Net interest rate spread (3)
 
 

 
 

 
3.45
%
 
 

 
 

 
3.30
%
Net interest income and net interest margin on a taxable-equivalent basis (4)
 
 

 
7,792

 
3.57
%
 
 

 
6,531

 
3.44
%
Ratio of interest-earning assets to interest-bearing liabilities
 
125.71
%
 
 

 
 

 
123.27
%
 
 

 
 

(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.


36

Table of Contents

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 September 30, 2013 as compared to the same period in 2012.  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
September 30, 2013 vs. 2012
Increase (decrease) due to:
 
 
Volume
 
Rate
 
Total
 
 
(In thousands)
Interest-earning Assets:
 
 
 
 
 
 
Loans
 
$
1,287

 
(207
)
 
1,080

Interest-bearing demand deposits
 
(2
)
 

 
(2
)
Federal Reserve Bank stock
 

 

 

Federal Home Loan Bank stock
 
8

 

 
8

Investment securities:
 
 

 
 

 
 

Taxable
 
(11
)
 
(68
)
 
(79
)
Non-taxable
 
158

 
(99
)
 
59

Total interest income
 
1,440

 
(374
)
 
1,066

Interest-bearing Liabilities:
 
 

 
 

 
 

Deposits
 
121

 
(296
)
 
(175
)
Short-term borrowings
 
4

 
3

 
7

Long-term debt
 
(42
)
 
15

 
(27
)
Total interest expense
 
83

 
(278
)
 
(195
)
Net interest income
 
$
1,357

 
(96
)
 
1,261


Net interest income on a fully tax-equivalent basis for the three months ended September 30, 2013 totaled $7,792,000, an increase of $1,261,000 over the comparable period in 2012.  Total interest income increased $1,066,000 and total interest expense decreased $195,000.

The increase in total interest income was primarily due to a $113.4 million increase in average total earning assets, partially offset by a 5 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 interest-earning assets acquired through the merger with First Capital.  The decrease in the average rate earned reflects a general decrease in market rates, partially offset by the recognition of accretable income resulting from the payoff of certain acquired credit impaired loans.

The decrease in total interest expense was primarily due to a 20 basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by an $78.3 million increase in average interest-bearing liabilities.  The increase in average interest-bearing liabilities was primarily due to an $73.2 million increase in average interest-bearing deposits primarily due to the merger and a $10.1 million increase in average short-term borrowings, partially offset by a $5.0 million decrease in average long-term debt.  Long-term debt decreased because of the payment in full of a $6.0 million Federal Home Loan Bank advance in August 2012.  The decrease in the average rate paid on deposits also reflects a general decrease in market rates.

Nine Months Ended September 30, 2013 vs. 2012.
The following table presents, for the nine months ended September 30, 2013 and 2012, 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.


37

Table of Contents

LCNB CORP. AND SUBSIDIARIES

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




 
 
Nine Months Ended September 30,
 
 
2013
 
2012
 
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
 
 
 
(Dollars in thousands)
 
 
 
 
Loans (1)
 
$
549,597

 
20,298

 
4.94
%
 
$
458,548

 
17,950

 
5.23
%
Federal funds sold
 
1,027

 
1

 
0.13
%
 

 

 

Interest-bearing demand deposits
 
8,663

 
15

 
0.23
%
 
12,002

 
19

 
0.21
%
Federal Reserve Bank stock
 
1,380

 
38

 
3.68
%
 
946

 
28

 
3.95
%
Federal Home Loan Bank stock
 
2,817

 
91

 
4.32
%
 
2,091

 
68

 
4.34
%
Investment securities:
 
 

 
 

 
 

 
 

 
 

 
 

Taxable
 
196,601

 
2,556

 
1.74
%
 
190,845

 
2,810

 
1.97
%
Non-taxable (2)
 
98,783

 
2,927

 
3.96
%
 
82,395

 
2,774

 
4.50
%
Total earnings assets
 
858,868

 
25,926

 
4.04
%
 
746,827

 
23,649

 
4.23
%
Non-earning assets
 
86,032

 
 

 
 

 
64,053

 
 

 
 

Allowance for loan losses
 
(3,392
)
 
 

 
 

 
(2,878
)
 
 

 
 

Total assets
 
$
941,508

 
 

 
 

 
$
808,002

 
 

 
 

Interest-bearing deposits
 
$
654,913

 
2,789

 
0.57
%
 
$
576,636

 
3,332

 
0.77
%
Short-term borrowings
 
16,753

 
18

 
0.14
%
 
12,716

 
12

 
0.13
%
Long-term debt
 
12,952

 
331

 
3.42
%
 
19,695

 
440

 
2.98
%
Total interest-bearing liabilities
 
684,618

 
3,138

 
0.61
%
 
609,047

 
3,784

 
0.83
%
Demand deposits
 
158,059

 
 

 
 

 
111,766

 
 

 
 

Other liabilities
 
5,698

 
 

 
 

 
6,908

 
 

 
 

Capital
 
93,133

 
 

 
 

 
80,281

 
 

 
 

Total liabilities and capital
 
$
941,508

 
 

 
 

 
$
808,002

 
 

 
 

Net interest rate spread (3)
 
 

 
 

 
3.43
%
 
 

 
 

 
3.40
%
Net interest income and net interest margin on a taxable-equivalent basis (4)
 
 

 
22,788

 
3.55
%
 
 

 
19,865

 
3.55
%
Ratio of interest-earning assets to interest-bearing liabilities
 
125.45
%
 
 

 
 

 
122.62
%
 
 

 
 

(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.

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 nine months ended September 30, 2013 as compared to the same period in 2012.


38

Table of Contents

LCNB CORP. AND SUBSIDIARIES

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




 
 
Nine Months Ended
September 30, 2013 vs. 2012
Increase (decrease) due to:
 
 
Volume
 
Rate
 
Total
 
 
(In thousands)
Interest-earning Assets:
 
 
 
 
 
 
Loans
 
$
3,407

 
(1,059
)
 
2,348

Federal funds sold
 
1

 

 
1

Interest-bearing demand deposits
 
(6
)
 
2

 
(4
)
Federal Reserve Bank stock
 
12

 
(2
)
 
10

Federal Home Loan Bank stock
 
23

 

 
23

Investment securities:
 
 

 
 

 
 

Taxable
 
83

 
(337
)
 
(254
)
Non-taxable
 
510

 
(357
)
 
153

Total interest income
 
4,030

 
(1,753
)
 
2,277

Interest-bearing Liabilities:
 
 

 
 

 
 

Deposits
 
412

 
(955
)
 
(543
)
Short-term borrowings
 
4

 
2

 
6

Long-term debt
 
(166
)
 
57

 
(109
)
Total interest expense
 
250

 
(896
)
 
(646
)
Net interest income
 
$
3,780

 
(857
)
 
2,923


Net interest income on a fully tax-equivalent basis for the first nine months of 2013 totaled $22,788,000, a $2,923,000 increase from the same nine-month period of 2012.  Total interest income increased $2,277,000 and total interest expense decreased $646,000.

The increase in total interest income was primarily due to a $112.0 million increase in average total earning assets, partially offset by a 19 basis point decrease in the average rate earned on earning assets.  The increase in average interest earning assets was primarily due to interest-earning assets acquired through the merger with First Capital.  The decrease in the average rate earned reflects a general decrease in market rates, partially offset by the recognition of accretable income resulting from the payoff of certain acquired credit impaired loans.

The decrease in total interest expense was primarily due to a 22 basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by a $75.6 million increase in average interest-bearing liabilities.  The increase in average interest-bearing liabilities was primarily due to an $78.3 million increase in average interest-bearing deposits primarily due to the merger, partially offset by a $6.7 million decrease in average long-term debt.  Long-term debt decreased because of the previously described payment in full of a Federal Home Loan Bank advance in August 2012.  The decrease in the average rate paid on interest-bearing liabilities reflects a general decrease in market rates.

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 September 30, 2013 and 2012 was $178,000 and $436,000, respectively, and $369,000 and $742,000 for the nine months ended September 30, 2013 and 2012, respectively.  The decrease in the provision reflects stabilization in the credit quality of the loan portfolio in part due to relatively stable regional market conditions.


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LCNB CORP. AND SUBSIDIARIES

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




The fair value of loans acquired through the merger was estimated by discounting at current rates the cash flows expected to be received on Citizens' loan portfolio.  Since the estimation of cash flows recognized the probability that LCNB would not be able to collect all contractually required principal and interest payments, Citizens' allowance for loan losses was not carried forward.

Non-Interest Income

Three Months Ended September 30, 2013 vs. 2012.
Total non-interest income for the third quarter 2013 was $158,000 less than for the third quarter 2012 primarily due to a $369,000 decrease in net gains on sales of investment securities and a $94,000 decrease in net gains from sales of mortgage loans. The decreases reflect declines in the volume of investment securities and loans sold.

These decreases were partially offset by a $151,000 increase in service charges and fees on deposit accounts and a $96,000 increase in trust income.  Service charges and fees on deposit accounts increased primarily due to a greater number of deposit accounts resulting from the merger.  Trust income increased primarily due to an increase in the fair value of trust assets and brokerage accounts managed along with fee adjustments that became effective July 1, 2013.

Nine Months Ended September 30, 2013 vs. 2012.
Non-interest income for the first nine months of 2013 was $436,000 greater than the comparable period in 2012.  The increase was largely due to a $416,000 increase in service charges and fees on deposit accounts for substantially the same reasons mentioned above.  Net gain on sales of securities decreased $133,000 and net gains from sales of mortgage loans decreased $55,000 for substantially the same reasons mentioned above.

Non-Interest Expense

Three Months Ended September 30, 2013 vs. 2012.
Non-interest expense for the third quarter 2013 was $599,000 greater than for the third quarter 2012 due primarily to a $188,000 increase in salaries and employee benefits and a $220,000 increase in other non-interest expense.  The increase in salaries and employee benefits primarily reflects the additional staff needed to operate the six additional offices LCNB acquired as a result of the merger.  Equipment expenses and net occupancy expense increased slightly due to increased costs for the additional offices. FDIC insurance premiums increased due to a higher level of deposit accounts. Other non-interest expense increased due to smaller increases in various accounts.


Nine Months Ended September 30, 2013 vs. 2012.
Non-interest expense for the first nine months of 2013 was $3,236,000 greater than for the same period in 2012 due primarily to a $779,000 increase in salaries and employee benefits, a $119,000 increase in equipment expenses, a $287,000 increase in net occupancy expense, and a $1,897,000 increase in other non-interest expense.  Salaries and employee benefits, equipment expenses, and net occupancy expense increased for substantially the same reasons mentioned above.  Other non-interest expense for the nine-month period in 2013 included $1,326,000 in costs related to the merger and data system conversion. Increases in intangible amortization expense of $205,000 and other expenses associated with the operations of the newly acquired branches also contributed to the overall increase in other non-interest expense in 2013.  

Partially offsetting these increased costs was a $265,000 decrease in net costs related to other real estate owned, including a gain recognized in the first quarter 2013 on the sale of commercial real estate property and a decrease in impairment write-downs and other holding costs.

Income Taxes
LCNB's effective tax rates for the nine months ended September 30, 2013 and 2012 were 25.0% and 24.9%, 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.


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LCNB CORP. AND SUBSIDIARIES

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




Financial Condition
The carrying values of loans, securities available-for-sale, premises and equipment, and deposits were greatly influenced by the merger.  See Note 2 - Acquisition to the Financial Statements for a description of the merger and a summary of the fair values of First Capital's assets and liabilities added to LCNB's consolidated balance sheet.

In addition to the merger, a $37.1 million increase in public fund deposits by local government entities was a secondary reason for the increase in total deposits.  Public fund deposits can be relatively volatile due to seasonal tax collections and the financial needs of the local entities.

Common stock in the shareholders' equity section of the consolidated balance sheet at September 30, 2013 was $12.7 million greater than the balance shown for December 31, 2012 due primarily to the merger.  LCNB issued 888,811 shares of stock, valued at $12.4 million on the date of the merger, and paid approximately $7.8 million in cash to effect the merger.

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 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 Corp. without needing to request approval.  The Bank is not aware of any reasons why it would not receive such 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 and securities available for sale.  At September 30, 2013, LCNB's liquid assets amounted to $286.0 million or 30.3% of total assets.  This compares to liquid assets totaling $272.0 million or 34.5% of total assets at December 31, 2012.

Liquidity is also provided by access to core funding sources, primarily core depositors in LCNB's market area.  Approximately 81.1% of total deposits at September 30, 2013 were "core" deposits, compared to 83.6% of deposits at December 31, 2012. 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, 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.



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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 any significant downward scenarios to not be meaningful in the current interest rate environment.  The base projection uses a current interest rate scenario.  As shown below, the September 30, 2013 IRSA indicates that an increase in interest rates would have a positive effect on net interest income ("NII"). The changes in NII for all rate assumptions are within LCNB's acceptable ranges.

Rate Shock Scenario in Basis Points
 
Amount
 
$ Change in
NII
 
% Change in
NII
 
 
(Dollars in thousands)
Up 300
 
$
35,552

 
2,274

 
6.83
%
Up 200
 
34,763

 
1,485

 
4.46
%
Up 100
 
34,002

 
724

 
2.18
%
Base
 
33,278

 

 


IRSA shows the effect on NII during a one-year period only.  A more long-range model is the EVE analysis, which shows the estimated present value of future cash inflows from interest-earning assets less the present value of future cash outflows for interest-bearing liabilities for the same rate shocks.  As shown below, the September 30, 2013 EVE analysis indicates that an increase in interest rates would have a negative effect on the EVE.  The changes in eve for all rate assumptions are within LCNB's acceptable ranges.

Rate Shock Scenario in Basis Points
 
Amount
 
$ Change in
EVE
 
% Change in
EVE
 
 
(Dollars in thousands)
Up 300
 
$
83,393

 
(7,766
)
 
(8.52
)%
Up 200
 
85,292

 
(5,867
)
 
(6.44
)%
Up 100
 
87,402

 
(3,757
)
 
(4.12
)%
Base
 
91,159

 

 


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


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LCNB CORP. AND SUBSIDIARIES
Item 4.
Controls and Procedures

a)  Disclosure controls and procedures.  The Chief Executive Officer and the Chief Financial Officer have carried out an evaluation of the effectiveness of LCNB's disclosure controls and procedures that ensure that information relating to LCNB required to be disclosed by LCNB in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to LCNB's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions to be made regarding required disclosures.  Based upon this evaluation, these officers have concluded, that as of September 30, 2013, 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

None

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

None

Item 4.
Mine Safety Disclosures

Not applicable

Item 5.
Other Information

None
 

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LCNB CORP. AND SUBSIDIARIES
Item 6.
Exhibits

Exhibit No.
Exhibit Description
2
Agreement and Plan of Merger dated as of October 9, 2012 by and between LCNB Corp. and First Capital Bancshares, Inc.  – incorporated by reference to the Registrant's Form 8-K filed on October 9, 2012, Exhibit 2.1.
 
 
3.1
Amended and Restated Articles of Incorporation of LCNB Corp., as amended – incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, Exhibit 3.1.
 
 
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).
 
 
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 Form 10-K for the fiscal year ended December 31, 2005, Exhibit 10.2.
 
 
10.3
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.
 
 
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.
 
 
101
The following financial information from LCNB Corp.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 is formatted in Extensible Business Reporting Language:  (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

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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.
 
 
 
 
November 7, 2013
/s/ Stephen P. Wilson
 
 
Stephen P. Wilson, Chief Executive Officer and
 
 
Chairman of the Board of Directors
 
 
 
 
November 7, 2013
/s/ Robert C. Haines, II
 
 
Robert C. Haines, II, Executive Vice President
 
 
and Chief Financial Officer
 

46