Annual Statements Open main menu

LCNB CORP - Quarter Report: 2013 June (Form 10-Q)



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

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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 Note 6 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 ¨
Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
¨ Yes         x No

The number of shares outstanding of the issuer's common stock, without par value, as of August 2, 2013 was 7,636,055 shares.
 


LCNB CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

2
 
 
2
 
 
2
 
 
3
 
 
4
 
 
5
 
 
6
 
 
7
 
 
38
 
 
39
 
 
47
 
 
48
 
 
49
 
 
49
 
 
Item 1A.  Risk Factors
49
 
 
49
 
 
49
 
 
49
 
 
49
 
 
Item 6.   Exhibits
50
 
 
51

PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements

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

 
 
June 30,
   
December 31,
 
 
 
2013
   
2012
 
 
 
(Unaudited)
   
 
 
ASSETS:
 
   
 
Cash and due from banks
 
$
17,906
     
11,260
 
Interest-bearing demand deposits
   
2,000
     
2,215
 
Total cash and cash equivalents
   
19,906
     
13,475
 
 
               
Investment securities:
               
Available-for-sale, at fair value
   
278,914
     
258,506
 
Held-to-maturity, at cost
   
21,563
     
15,424
 
Federal Reserve Bank stock, at cost
   
1,603
     
949
 
Federal Home Loan Bank stock, at cost
   
2,854
     
2,091
 
Loans, net
   
552,888
     
450,346
 
Premises and equipment, net
   
20,176
     
16,564
 
Goodwill
   
14,172
     
5,915
 
Bank owned life insurance
   
20,946
     
16,915
 
Other assets
   
12,488
     
8,452
 
TOTAL ASSETS
 
$
945,510
     
788,637
 
 
               
LIABILITIES:
               
Deposits:
               
Noninterest-bearing
 
$
162,229
     
133,848
 
Interest-bearing
   
638,584
     
537,623
 
Total deposits
   
800,813
     
671,471
 
Short-term borrowings
   
36,272
     
13,756
 
Long-term debt
   
12,788
     
13,705
 
Accrued interest and other liabilities
   
5,408
     
7,699
 
TOTAL LIABILITIES
   
855,281
     
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 8,387,306 and 7,485,527 shares at June 30, 2013 and December 31, 2012, respectively
   
39,653
     
27,107
 
Retained earnings
   
63,479
     
61,843
 
Treasury shares at cost, 753,627 shares at June 30, 2013 and December 31, 2012
   
(11,665
)
   
(11,665
)
Accumulated other comprehensive income, net of taxes
   
(1,238
)
   
4,721
 
TOTAL SHAREHOLDERS' EQUITY
   
90,229
     
82,006
 
 
               
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
945,510
     
788,637
 

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

LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)

 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
INTEREST INCOME:
 
   
   
   
 
Interest and fees on loans
 
$
6,816
     
5,920
     
13,396
     
12,128
 
Interest on investment securities –
                               
Taxable
   
860
     
982
     
1,694
     
1,869
 
Non-taxable
   
655
     
610
     
1,278
     
1,216
 
Other short-term investments
   
74
     
59
     
113
     
89
 
TOTAL INTEREST INCOME
   
8,405
     
7,571
     
16,481
     
15,302
 
 
                               
INTEREST EXPENSE:
                               
Interest on deposits
   
931
     
1,117
     
1,914
     
2,282
 
Interest on short-term borrowings
   
4
     
5
     
7
     
8
 
Interest on long-term debt
   
110
     
150
     
222
     
304
 
TOTAL INTEREST EXPENSE
   
1,045
     
1,272
     
2,143
     
2,594
 
NET INTEREST INCOME
   
7,360
     
6,299
     
14,338
     
12,708
 
PROVISION FOR LOAN LOSSES
   
42
     
91
     
191
     
306
 
 
                               
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
   
7,318
     
6,208
     
14,147
     
12,402
 
 
                               
NON-INTEREST INCOME:
                               
Trust income
   
609
     
473
     
1,184
     
1,239
 
Service charges and fees on deposit accounts
   
1,073
     
909
     
2,052
     
1,787
 
Net gain on sales of securities
   
108
     
79
     
695
     
459
 
Bank owned life insurance income
   
172
     
139
     
344
     
287
 
Gains from sales of mortgage loans
   
119
     
102
     
248
     
209
 
Other operating income
   
97
     
53
     
162
     
110
 
TOTAL NON-INTEREST INCOME
   
2,178
     
1,755
     
4,685
     
4,091
 
 
                               
NON-INTEREST EXPENSE:
                               
Salaries and employee benefits
   
3,242
     
2,963
     
6,536
     
5,945
 
Equipment expenses
   
298
     
264
     
590
     
526
 
Occupancy expense, net
   
518
     
390
     
1,024
     
797
 
State franchise tax
   
211
     
196
     
427
     
402
 
Marketing
   
157
     
169
     
301
     
280
 
FDIC insurance premiums
   
119
     
104
     
247
     
215
 
Other non-interest expense
   
1,779
     
1,244
     
4,290
     
2,613
 
TOTAL NON-INTEREST EXPENSE
   
6,324
     
5,330
     
13,415
     
10,778
 
INCOME BEFORE INCOME TAXES
   
3,172
     
2,633
     
5,417
     
5,715
 
PROVISION FOR INCOME TAXES
   
824
     
646
     
1,341
     
1,451
 
NET INCOME
 
$
2,348
     
1,987
     
4,076
     
4,264
 
 
                               
Dividends declared per common share
 
$
0.16
     
0.16
     
0.32
     
0.32
 
 
                               
Earnings per common share:
                               
Basic
 
$
0.31
     
0.30
     
0.54
     
0.64
 
Diluted
   
0.30
     
0.29
     
0.53
     
0.63
 
 
                               
Weighted average common shares outstanding:
                               
Basic
   
7,627,900
     
6,713,847
     
7,570,817
     
6,710,062
 
Diluted
   
7,759,438
     
6,789,776
     
7,686,890
     
6,781,614
 
 
The accompanying notes to consolidated financial statements are an integral part of these statements.

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

 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Net income
 
$
2,348
     
1,987
     
4,076
     
4,264
 
 
                               
Other comprehensive income (loss):
                               
 
                               
Net unrealized gain (loss) on available-for-sale securities (net of taxes of $2,667 and $490 for the three months ended June 30, 2013 and 2012, respectively, and $2,843 and $231 for the six months ended June 30, 2013 and 2012, respectively)
   
(5,176
)
   
954
     
 
 
(5,518
 
 
)
   
 
 
449
 
 
                               
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income (net of taxes of $36 and $26 for the three months ended June 30, 2013 and 2012, respectively, and $236 and $155 for the six months ended June 30, 2013 and 2012, respectively)
   
(72
)
   
(53
)
   
(459
)
   
(304
)
 
                               
Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost (net of taxes of $4 and $3 for the three months ended June 30, 2013 and 2012, respectively, and $9 and $8 for the six months ended June 30, 2013 and 2012, respectively)
   
10
     
9
     
18
     
16
 
 
                               
TOTAL COMPREHENSIVE INCOME (LOSS)
 
$
(2,890
)
   
2,897
     
(1,883
)
   
4,425
 

The accompanying notes to consolidated financial statements are an integral part of these statements.
LCNB CORP. AND SUBSIDIARIES
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
   
Total Shareholders'
Equity
 
 
 
   
   
   
   
   
 
Balance December 31, 2011
   
6,704,723
   
$
26,753
     
57,877
     
(11,698
)
   
5,028
     
77,960
 
Net income
                   
4,264
                     
4,264
 
Net unrealized gain on available-for-sale securities, net of taxes
                                   
449
     
449
 
Reclassification adjustment for net realized gain on sales of available-for-sale securities included in net income, net of taxes
                                   
(304
)
   
(304
)
Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost, net of taxes
                                   
 
 
16
     
 
 
16
 
Dividend Reinvestment and Stock Purchase Plan
   
13,775
     
179
                             
179
 
Exercise of stock options
   
2,144
             
(5
)
   
33
             
28
 
Compensation expense relating to stock options
           
20
                             
20
 
Common stock dividends, $0.32 per share
                   
(2,147
)
                   
(2,147
)
Balance June 30, 2012
   
6,720,642
   
$
26,952
     
59,989
     
(11,665
)
   
5,189
     
80,465
 
 
                                               
Balance December 31, 2012
   
6,731,900
   
$
27,107
     
61,843
     
(11,665
)
   
4,721
     
82,006
 
Net income
                   
4,076
                     
4,076
 
Net unrealized gain/(loss) on available-for-sale securities, net of taxes
                                   
(5,518
)
   
(5,518
)
Reclassification adjustment for net realized gain on sales of available-for-sale securities included in net income, net of taxes
                                   
(459
)
   
(459
)
Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost, net of taxes
                                   
18
     
18
 
Dividend Reinvestment and Stock Purchase Plan
   
9,568
     
163
                             
163
 
Exercise of stock options
   
3,400
     
43
                             
43
 
Acquisition of First Capital Bancshares, Inc.
   
888,811
     
12,321
                             
12,321
 
Compensation expense relating to stock options 19 19
Common stock dividends, $0.32 per share
                   
(2,440
)
                   
(2,440
)
Balance June 30, 2013
   
7,633,679
   
$
39,653
     
63,479
     
(11,665
)
   
(1,238
)
   
90,229
 

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

LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

 
 
Six Months Ended
 
 
 
June 30,
 
 
 
2013
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
   
 
Net income
 
$
4,076
     
4,264
 
Adjustments to reconcile net income to net cash flows from operating activities:
               
Depreciation, amortization, and accretion
   
1,390
     
1,558
 
Provision for loan losses
   
191
     
306
 
Increase in cash surrender value of bank owned life insurance
   
(344
)
   
(287
)
Realized (gain) loss from sales of securities available-for-sale
   
(695
)
   
(459
)
Realized (gain) loss from sales and write-downs of other real estate owned and repossessed assets
   
(196
)
   
80
 
Origination of mortgage loans for sale
   
(14,397
)
   
(11,394
)
Realized gains from sales of mortgage loans
   
(248
)
   
(209
)
Proceeds from sales of mortgage loans
   
14,504
     
11,486
 
Compensation expense related to stock options
   
19
     
20
 
Changes in:
               
Accrued income receivable
   
(184
)
   
(122
)
Other assets
   
1,110
     
22
 
Other liabilities
   
(1,601
)
   
(218
)
TOTAL ADJUSTMENTS
   
(451
)
   
783
 
NET CASH FLOWS FROM OPERATING ACTIVITIES
   
3,625
     
5,047
 
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from sales of investment securities available-for-sale
   
38,005
     
31,484
 
Proceeds from maturities and calls of investment securities:
               
Available-for-sale
   
11,170
     
16,680
 
Held-to-maturity
   
3,680
     
1,442
 
Purchases of investment securities:
               
Available-for-sale
   
(57,099
)
   
(79,400
)
Held-to-maturity
   
(9,435
)
   
(2,182
)
Purchase of Federal Reserve Bank stock
   
(497
)
   
(8
)
Net (increase) decrease in loans
   
(3,614
)
   
(1,212
)
Proceeds from sale of other real estate owned and repossessed assets
   
988
     
20
 
Additions to other real estate owned
   
-
     
(16
)
Purchases of premises and equipment
   
(362
)
   
(212
)
Net cash acquired from acquisition
   
9,771
     
-
 
NET CASH FLOWS FROM INVESTING ACTIVITIES
   
(7,393
)
   
(33,404
)
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase (decrease) in deposits
   
(7,374
)
   
47,094
 
Net increase (decrease) in short-term borrowings
   
22,516
     
(8,454
)
Principal payments on long-term debt
   
(2,709
)
   
(982
)
Proceeds from issuance of common stock
   
20
     
30
 
Proceeds from exercise of stock options
   
43
     
28
 
Cash dividends paid on common stock
   
(2,297
)
   
(1,998
)
NET CASH FLOWS FROM FINANCING ACTIVITIES
   
10,199
     
35,718
 
 
               
NET CHANGE IN CASH AND CASH EQUIVALENTS
   
6,431
     
7,361
 
 
               
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
   
13,475
     
19,535
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
19,906
     
26,896
 
 
               
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Interest paid
 
$
2,140
     
2,655
 
Income taxes paid
   
1,745
     
1,125
 
 
               
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
               
Transfer from loans to other real estate owned and repossessed assets
   
6
     
564
 

The accompanying notes to consolidated financial statements are an integral part of these statements.
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 six months ended June 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.
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 2 – Acquisition (continued)
 
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.

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, net
   
98,906
 
Premises and equipment, net
   
3,949
 
Bank owned life insurance
   
3,687
 
Core deposit intangible
   
2,574
 
Other real estate owned
   
127
 
Deferred income taxes
   
427
 
Other assets
   
1,149
 
Total identifiable assets acquired
   
151,361
 
 
       
Liabilities Assumed:
       
Deposits
   
136,823
 
Long-term debt
   
1,792
 
Other liabilities
   
822
 
Total liabilities assumed
   
139,437
 
 
       
Total Identifiable Net Assets Acquired
   
11,924
 
 
       
Goodwill resulting from merger
 
$
8,258
 

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

Note 2 – Acquisition (continued)
 
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.

The following table details the changes in fair value of net assets acquired and liabilities assumed from the amounts originally reported in the Form 10-Q for the period ending March 31, 2013 (in thousands):

Goodwill at March 31, 2013
 
$
8,404
 
Effect of adjustments to:
       
Loans, net
   
(7
)
Premises and equipment, net
   
(220
)
Deferred income taxes
   
77
 
Other assets
   
1
 
Other liabilities
   
3
 
Goodwill at June 30, 2013
 
$
8,258
 

Management believes that acquisition method adjustments are substantially complete at June 30, 2013, except for current and deferred federal income taxes.

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

Impaired loans acquired are accounted for under FASB 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.

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

Note 2 – Acquisition (continued)
 
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):

 
 
June 30,
   
January 11,
 
 
 
2013
   
2013
 
 
 
   
 
Outstanding balance
 
$
10,075
     
11,460
 
Carrying amount
   
7,561
     
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
   
56
 
Less accretion
   
(136
)
Accretable discount at June 30, 2013
 
$
1,309
 

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

Note 2 – Acquisition (continued)
 
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 six months ended June 30, 2013 were as follows (in thousands):

 
 
Three Months
   
Six Months
 
 
 
   
 
Total revenue
 
$
1,625
     
2,885
 
Net income
   
755
     
1,148
 

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
   
Six Months Ended
 
 
 
June 30,
   
June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Total revenue
 
$
9,538
     
10,263
     
19,226
     
20,729
 
Net income
   
2,527
     
2,725
     
4,642
     
5,280
 
 
                               
Basic earnings per common share
   
0.33
     
0.35
     
0.61
     
0.69
 
Diluted earnings per common share
   
0.33
     
0.35
     
0.60
     
0.68
 

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 June 30, 2013 and December 31, 2012 are summarized as follows (in thousands):

 
 
June 30, 2013
 
 
 
Amortized
Cost
   
Unrealized
Gains
   
Unrealized
Losses
   
Fair
Value
 
U.S. Treasury notes
 
$
8,904
     
-
     
235
     
8,669
 
U.S. Agency notes
   
118,435
     
392
     
3,179
     
115,648
 
U.S. Agency mortgage-backed securities
   
48,932
     
735
     
780
     
48,887
 
Certificates of deposit with other banks
   
1,493
     
8
     
-
     
1,501
 
Municipal securities:
                               
Non-taxable
   
78,939
     
2,065
     
1,358
     
79,646
 
Taxable
   
19,579
     
662
     
210
     
20,031
 
Mutual funds
   
2,400
     
-
     
18
     
2,382
 
Trust preferred securities
   
149
     
4
     
5
     
148
 
Equity securities
   
1,751
     
280
     
29
     
2,002
 
 
 
$
280,582
     
4,146
     
5,814
     
278,914
 

 
 
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 June 30, 2013 and December 31, 2012.
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 June 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
 
$
8,669
     
235
     
-
     
-
 
U.S. Agency notes
   
98,231
     
3,179
     
-
     
-
 
U.S. Agency mortgage-backed securities
   
22,165
     
780
     
-
     
-
 
Municipal securities:
                   
-
     
-
 
Non-taxable
   
30,097
     
1,358
     
-
     
-
 
Taxable
   
5,572
     
210
     
-
     
-
 
Mutual funds
   
1,382
     
18
     
-
     
-
 
Trust preferred securities
   
47
     
3
     
48
     
2
 
Equity securities
   
229
     
14
     
99
     
15
 
 
 
$
166,392
     
5,797
     
147
     
17
 

Management has determined that the unrealized losses at June 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.
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

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

 
 
June 30,
   
December 31,
 
 
 
2013
   
2012
 
 
 
   
 
Commercial and industrial
 
$
33,313
     
26,236
 
Commercial, secured by real estate
   
296,536
     
238,357
 
Residential real estate
   
209,940
     
175,031
 
Consumer
   
13,337
     
10,554
 
Agricultural
   
2,837
     
1,668
 
Other loans, including deposit overdrafts
   
400
     
1,875
 
 
   
556,363
     
453,721
 
Deferred net origination fees (costs)
   
49
     
(62
)
 
   
556,314
     
453,783
 
Less allowance for loan losses
   
3,426
     
3,437
 
Loans, net
 
$
552,888
     
450,346
 

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 June 30, 2013 and December 31, 2012 are as follows (in thousands):

 
 
June 30,
   
December 31,
 
 
 
2013
   
2012
 
Non-accrual loans:
 
   
 
Commercial and industrial
 
$
144
     
264
 
Commercial, secured by real estate
   
1,404
     
788
 
Residential real estate
   
1,478
     
1,231
 
Total non-accrual loans
   
3,026
     
2,283
 
Past-due 90 days or more and still accruing
   
113
     
128
 
Total non-accrual and past-due 90 days or more and still accruing
   
3,139
     
2,411
 
Accruing restructured loans
   
13,582
     
13,343
 
Total
 
$
16,721
     
15,754
 
 
               
Percentage of total non-accrual and past-due 90 days or more and still accruing to total loans
   
0.56
%
   
0.53
%
 
               
Percentage of total non-accrual, 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 June 30, 2013 and December 31, 2012 are $91,419,000 and $71,568,000, respectively.  Loans sold during the three months ended June 30, 2013 and 2012 totaled $7,222,000 and $5,528,000, respectively, and $14,397,000 and $11,394,000 during the six months ended June 30, 2013 and 2012, respectively.

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 six months ended June 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
   
(32
)
   
100
     
118
     
(6
)
   
-
     
11
     
191
 
Losses charged off
   
(119
)
   
(34
)
   
(39
)
   
(85
)
   
-
     
(33
)
   
(310
)
Recoveries
   
-
     
11
     
13
     
61
     
-
     
23
     
108
 
Balance, end of period
 
$
169
     
2,373
     
804
     
78
     
-
     
2
     
3,426
 
 
                                                       
Individually evaluated for impairment
 
$
1
     
684
     
269
     
-
     
-
     
-
     
954
 
Collectively evaluated for impairment
   
168
     
1,689
     
535
     
78
     
-
     
2
     
2,472
 
Acquired credit impaired loans
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Balance, end of period
 
$
169
     
2,373
     
804
     
78
     
-
     
2
     
3,426
 
 
                                                       
Loans:
                                                       
Individually evaluated for impairment
 
$
166
     
13,858
     
1,742
     
34
     
-
     
-
     
15,800
 
Collectively evaluated for impairment
   
32,755
     
276,741
     
206,817
     
13,402
     
2,838
     
400
     
532,953
 
Acquired credit impaired loans
   
356
     
5,614
     
1,591
     
-
     
-
     
-
     
7,561
 
Balance, end of period
 
$
33,277
     
296,213
     
210,150
     
13,436
     
2,838
     
400
     
556,314
 
 
                                                       
2012
                                                       
Allowance for loan losses:
                                                       
Balance, beginning of year
 
$
162
     
1,941
     
656
     
166
     
-
     
6
     
2,931
 
Provision charged to expenses
   
(10
)
   
(66
)
   
411
     
(39
)
   
-
     
10
     
306
 
Losses charged off
   
-
     
(206
)
   
(153
)
   
(57
)
   
-
     
(40
)
   
(456
)
Recoveries
   
-
     
71
     
7
     
68
     
-
     
25
     
171
 
Balance, end of period
 
$
152
     
1,740
     
921
     
138
     
-
     
1
     
2,952
 
 
                                                       
Individually evaluated for impairment
 
$
-
     
94
     
367
     
-
     
-
     
-
     
461
 
Collectively evaluated for impairment
   
152
     
1,646
     
554
     
138
     
-
     
1
     
2,491
 
Balance, end of period
 
$
152
     
1,740
     
921
     
138
     
-
     
1
     
2,952
 
 
                                                       
Loans:
                                                       
Individually evaluated for impairment
 
$
242
     
14,208
     
1,638
     
8
     
-
     
-
     
16,096
 
Collectively evaluated for impairment
   
25,087
     
223,003
     
179,243
     
12,589
     
1,641
     
3,922
     
445,485
 
Balance, end of period
 
$
25,329
     
237,211
     
180,881
     
12,597
     
1,641
     
3,922
     
461,581
 

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.

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 June 30, 2013 and December 31, 2012 is as follows (in thousands):

 
 
Pass
   
OAEM
   
Substandard
   
Doubtful
   
Total
 
June 30, 2013
 
   
   
   
   
 
Commercial & industrial
 
$
29,765
     
1,782
     
1,730
     
-
     
33,277
 
Commercial, secured by real estate
   
275,827
     
1,079
     
19,307
     
-
     
296,213
 
Residential real estate
   
202,071
     
2,297
     
5,782
     
-
     
210,150
 
Consumer
   
13,366
     
-
     
70
     
-
     
13,436
 
Agricultural
   
2,836
     
-
     
2
     
-
     
2,838
 
Other
   
400
     
-
     
-
     
-
     
400
 
Total
 
$
524,265
     
5,158
     
26,891
     
-
     
556,314
 
 
                                       
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
 

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

Note 4 – Loans (continued)
 
A loan portfolio aging analysis at June 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
 
 
 
   
   
   
   
   
   
 
June 30, 2013
 
   
   
   
   
   
   
 
Commercial & industrial
 
$
51
     
1
     
144
     
196
     
33,081
     
33,277
     
-
 
Commercial, secured by real estate
   
1,182
     
739
     
1,161
     
3,082
     
293,131
     
296,213
     
-
 
Residential real estate
   
858
     
339
     
1,264
     
2,461
     
207,689
     
210,150
     
104
 
Consumer
   
119
     
36
     
9
     
164
     
13,272
     
13,436
     
9
 
Agricultural
   
-
     
-
     
-
     
-
     
2,838
     
2,838
     
-
 
Other
   
39
     
-
     
-
     
39
     
361
     
400
     
-
 
Total
 
$
2,249
     
1,115
     
2,578
     
5,942
     
550,372
     
556,314
     
113
 
 
                                                       
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
 

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

Note 4 – Loans (continued)
 
Impaired loans, excluding acquired credit impaired loans, at June 30, 2013 and December 31, 2012 are as follows (in thousands):

 
 
Recorded Investment
   
Unpaid Principal Balance
   
Related Allowance
   
Average Recorded Investment
   
Interest Income Recognized
 
June 30, 2013
 
   
   
   
   
 
With no related allowance recorded:
 
   
   
   
   
 
Commercial & industrial
 
$
-
     
-
     
-
     
-
     
-
 
Commercial, secured by real estate
   
6,356
     
6,356
     
-
     
6,398
     
121
 
Residential real estate
   
396
     
396
     
-
     
406
     
5
 
Consumer
   
-
     
-
     
-
     
-
     
-
 
Total
 
$
6,752
     
6,752
     
-
     
6,804
     
126
 
 
                                       
With an allowance recorded:
                                       
Commercial & industrial
 
$
166
     
271
     
1
     
204
     
1
 
Commercial, secured by real estate
   
7,502
     
7,632
     
684
     
7,485
     
122
 
Residential real estate
   
1,346
     
1,577
     
269
     
1,185
     
15
 
Consumer
   
34
     
34
     
1
     
18
     
1
 
Total
 
$
9,048
     
9,514
     
955
     
8,892
     
139
 
 
                                       
Total:
                                       
Commercial & industrial
 
$
166
     
271
     
1
     
204
     
1
 
Commercial, secured by real estate
   
13,858
     
13,988
     
684
     
13,883
     
243
 
Residential real estate
   
1,742
     
1,973
     
269
     
1,591
     
20
 
Consumer
   
34
     
34
     
1
     
18
     
1
 
Total
 
$
15,800
     
16,266
     
955
     
15,696
     
265
 
 
                                       
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
 

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 six months ended June 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 June 30,
 
   
   
   
 
Commercial and industrial
   
1
   
$
22
     
-
   
$
-
 
Commercial, secured by real estate
   
-
     
-
     
-
     
-
 
Residential real estate
   
2
     
335
     
1
     
143
 
Consumer
   
2
     
27
     
-
     
-
 
Total
   
5
   
$
384
     
1
   
$
143
 
 
 
 
Six Months Ended June 30,
                               
Commercial and industrial
   
1
   
$
22
     
-
   
$
-
 
Commercial, secured by real estate
   
-
     
-
     
-
     
-
 
Residential real estate
   
2
     
335
     
2
     
173
 
Consumer
   
2
     
27
     
-
     
-
 
Total
   
5
   
$
384
     
2
   
$
173
 

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 six months ended June 30, 2013 and 2012.

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

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):

 
 
Six Months Ended
 
 
 
June 30,
 
 
 
2013
   
2012
 
Balance, beginning of year
 
$
2,189
     
1,619
 
Additions
   
-
     
580
 
Additions due to merger
   
127
     
-
 
Reductions due to sales
   
(748
)
   
-
 
Reductions due to valuation write downs
   
(38
)
   
(76
)
Balance, end of period
 
$
1,530
     
2,123
 

Other real estate owned at June 30, 2013 and December 31, 2012 consisted of (dollars in thousands):

 
 
June 30, 2013
   
December 31, 2012
 
 
 
Number
   
Balance
   
Number
   
Balance
 
 
 
   
   
   
 
Commercial real estate
   
2
   
$
1,443
     
2
   
$
1,875
 
Residential real estate
   
3
     
87
     
8
     
314
 
 
   
5
   
$
1,530
     
10
   
$
2,189
 
 
Note 6 – Premises and Equipment
 
Premises and equipment at June 30, 2013 and December 31, 2012 are summarized as follows (in thousands):

 
 
June 30,
   
December 31,
 
 
 
2013
   
2012
 
 
 
   
 
Land
 
$
5,353
     
4,708
 
Buildings
   
18,669
     
15,616
 
Equipment
   
11,857
     
11,280
 
Construction in progress
   
13
     
-
 
Total
   
35,892
     
31,604
 
Less accumulated depreciation
   
15,716
     
15,040
 
Premises and equipment, net
 
$
20,176
     
16,564
 

Depreciation charged to expense was $359,000 and $306,000 for the three months ended June 30, 2013 and 2012, respectively, and $700,000 and $605,000 for the six months ended June 30, 2013 and 2012, respectively.
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 7 – Borrowings
 
Funds borrowed from the Federal Home Loan Bank of Cincinnati ("FHLB") at June 30, 2013 and December 31, 2012 are as follows (dollars in thousands):

 
 
Interest
   
June 30,
   
December 31,
 
 
 
Rate
   
2013
   
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
%
   
790
     
1,308
 
Advance due March 2019
   
2.82
%
   
1,998
     
2,397
 
 
         
$
12,788
     
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 $175 million and $142 million at June 30, 2013 and December 31, 2012, respectively.  Additionally, LCNB is required to hold minimum levels of FHLB stock, based on the outstanding borrowings.

Short-term borrowings at June 30, 2013 and December 31, 2012 are as follows (dollars in thousands):

 
 
June 30, 2013
   
December 31, 2012
 
 
 
Amount
   
Rate
   
Amount
   
Rate
 
Line of credit
 
$
-
     
-
%
 
$
2,661
     
0.75
%
FHLB short-term advance
   
25,000
     
0.15
%
   
-
     
-
%
Repurchase agreements
   
11,272
     
0.10
%
   
11,095
     
0.10
%
 
 
$
36,272
     
0.13
%
 
$
13,756
     
0.23
%

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

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
June 30,
   
For the six months ended
June 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
)%
   
(7.6
)%
   
(7.7
%)
   
(6.9
)%
Tax exempt income on bank owned life insurance
   
(1.8
)%
   
(1.8
)%
   
(2.2
)%
   
(1.7
)%
Other, net
   
0.6
%
   
(0.1
)%
   
0.7
%
   
-
%
Effective tax rate
   
26.0
%
   
24.5
%
   
24.8
%
   
25.4
%

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.

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 June 30, 2013 and December 31, 2012 are as follows (in thousands):

 
 
June 30,
   
December 31,
 
 
 
2013
   
2012
 
Commitments to extend credit:
 
   
 
Commercial loans
 
$
10,211
     
13,625
 
Other loans
               
Fixed rate
   
2,179
     
4,602
 
Adjustable rate
   
1,580
     
1,238
 
Unused lines of credit:
               
Fixed rate
   
4,177
     
3,368
 
Adjustable rate
   
62,655
     
45,199
 
Unused overdraft protection amounts on demand and NOW accounts
   
9,596
     
9,665
 
Standby letters of credit
   
5,515
     
5,109
 
 
 
$
95,913
     
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 in line of credit loans.  Commitments to extend credit and unused lines of credit generally have fixed expiration dates or other termination clauses.

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party.  At June 30, 2013 and December 31, 2012, outstanding guarantees of approximately $486,000 and $346,000, respectively, were issued to developers and contractors.  These guarantees generally are fully secured and have varying maturities.  In addition, LCNB has a participation in four letters of credit securing payment of principal and interest on a bond issue.  The participation amounts at June 30, 2013 and December 31, 2012 totaled approximately $5.0 million and $4.8 million, respectively.  The letters of credit securing payment on a bond issue 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.
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 9 – Commitments and Contingent Liabilities (continued)
 
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.

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

Note 10 – Regulatory Capital (continued)
 
A summary of the regulatory capital and capital ratios of LCNB follows (dollars in thousands):

 
 
At
   
At
 
 
 
June 30,
   
December 31,
 
 
 
2013
   
2012
 
 
 
 
Regulatory Capital:
 
 
Shareholders' equity
 
$
90,229
     
82,006
 
Goodwill and other intangibles
   
(16,694
)
   
(6,019
)
Accumulated other comprehensive (income) loss
   
1,238
     
(4,721
)
Tier 1 risk-based capital
   
74,773
     
71,266
 
 
               
Eligible allowance for loan losses
   
3,426
     
3,437
 
Total risk-based capital
 
$
78,199
     
74,703
 
 
               
Capital ratios:
               
Tier 1 risk-based
   
12.86
%
   
15.13
%
Total risk-based
   
13.45
%
   
15.86
%
Leverage
   
8.03
%
   
8.98
%

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 six months ended June 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
   
(5,518
)
   
18
     
(5,500
)
Reclassifications
   
(459
)
   
-
     
(459
)
Balance at end of period
 
$
(1,102
)
   
(136
)
   
(1,238
)
 
                       
2012
                       
Balance at beginning of period
 
$
5,180
     
(152
)
   
5,028
 
Before reclassifications
   
449
     
16
     
465
 
Reclassifications
   
(304
)
   
-
     
(304
)
Balance at end of period
 
$
5,325
     
(136
)
   
5,189
 

Reclassifications out of accumulated other comprehensive income during the three months and six months ended June 30, 2013 and 2012 and the affected line items in the consolidated statements of income are as follows (in thousands):

 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Realized gain on sale of securities
 
$
108
     
79
     
695
     
459
 
Less provision for income taxes
   
36
     
26
     
236
     
155
 
Reclassification adjustment, net of taxes
 
$
72
     
53
     
459
     
304
 

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

Note 12 – Retirement Plans (continued)
 
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 six-month periods ended June 30, 2013 and 2012 are as follows (in thousands):

 
 
For the Three Months
   
For the Six Months
 
 
 
Ended June 30,
   
Ended June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Qualified noncontributory defined benefit retirement plan
 
$
31
     
149
     
62
     
291
 
 
                               
401(k) plan
   
75
     
74
     
154
     
110
 

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 six months ended June 30, 2013 and 2012 are summarized as follows (in thousands):

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Service cost
 
$
18
     
22
     
36
     
44
 
Interest cost
   
12
     
11
     
23
     
22
 
Amortization of unrecognized net (gain) loss
   
6
     
5
     
12
     
10
 
Amortization of unrecognized prior service cost
   
7
     
7
     
14
     
14
 
Net periodic pension cost
 
$
43
     
45
     
85
     
90
 

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

 
 
June 30,
   
December 31,
 
 
 
2013
   
2012
 
Net actuarial loss
 
$
117
     
125
 
Past service cost
   
19
     
29
 
 
 
$
136
     
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.

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 June 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
     
5.6
     
18,419
   
$
9.00
     
5.6
 
$
11.00 - $12.99
     
65,574
     
12.04
     
7.1
     
33,582
     
12.04
     
6.4
 
$
17.00 - $18.99
     
18,118
     
18.19
     
2.4
     
18,118
     
18.19
     
2.4
 
         
107,186
     
12.41
     
6.0
     
70,119
     
12.83
     
5.2
 

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
   
(3,400
)
   
12.66
     
(2,144
)
   
13.09
 
Outstanding, June 30
   
107,186
     
12.41
     
136,470
     
12.54
 
Exercisable, June 30
   
70,119
     
12.83
     
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 June 30, 2013 that were "in the money" (market price greater than exercise price) was $1,066,000.  The aggregate intrinsic value at that date for only the options that were exercisable was $668,000.  The aggregate intrinsic value for options outstanding at June 30, 2012 that were in the money was $225,000 and the aggregate intrinsic value at that date for only the options that were exercisable was $123,000.  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 six months ended June 30, 2013 were $10,000 and $19,000, respectively, and $11,000 and $20,000 for the three and six months ended June 30, 2012, respectively.
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 six months ended June 30, 2013 and 2012 (dollars in thousands, except share and per share data):

 
 
For the Three Months
   
For the Six Months
 
 
 
Ended June 30,
   
Ended June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Net income
 
$
2,348
     
1,987
     
4,076
     
4,264
 
 
                               
Weighted average number of shares outstanding used in the calculation of basic earnings per common share
   
 
7,627,900
     
 
6,713,847
     
 
7,570,817
     
 
6,710,062
 
 
                               
Add dilutive effect of:
                               
Stock options
   
23,889
     
9,606
     
19,125
     
8,292
 
Stock warrant
   
107,649
     
66,323
     
96,948
     
63,260
 
Adjusted weighted average number of shares outstanding used in the calculation of diluted earnings per common share
   
7,759,438
     
6,789,776
     
7,686,890
     
6,781,614
 
 
                               
Earnings per common share:
                               
Basic
 
$
0.31
     
0.30
     
0.54
     
0.64
 
Diluted
   
0.30
     
0.29
     
0.53
     
0.63
 
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

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.

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 publically 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 and equity securities in various financial and non-financial companies.   Market quotations (level 1) are used to determine fair values for these investments.
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

Note 15 - Fair Value Measurements (continued)
 
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.
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 June 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)
 
June 30, 2013
 
   
   
   
   
 
Recurring fair value measurements:
 
   
   
   
   
 
Investment securities available-for-sale:
 
   
   
   
   
 
U.S. Treasury notes
 
$
8,669
     
8,669
     
-
     
-
   
 
U.S. Agency notes
   
115,648
     
-
     
115,648
     
-
   
 
U.S. Agency mortgage-backed securities
   
48,887
     
-
     
48,887
     
-
   
 
Certificates of deposit with other banks
   
1,501
     
-
     
1,501
     
-
   
 
Municipal securities:
                                 
 
Non-taxable
   
79,646
     
-
     
79,646
     
-
   
 
Taxable
   
20,031
     
-
     
20,031
     
-
   
 
Mutual funds
   
2,382
     
1,382
     
1,000
     
-
   
 
Trust preferred securities
   
148
     
148
     
-
     
-
   
 
Equity securities
   
2,002
     
2,002
     
-
     
-
   
 
Total recurring fair value measurements
 
$
278,914
     
12,201
     
266,713
     
-
   
 
 
                                 
 
Nonrecurring fair value measurements:
                                 
 
Impaired loans
 
$
8,093
     
-
     
765
     
7,328
     
-
 
Other real estate owned and repossessed assets (a)
   
1,530
     
-
     
1,530
     
-
     
196
 
Total nonrecurring fair value measurements
 
$
9,623
     
-
     
2,295
     
7,328
     
196
 
 
                                       
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.  Six other real estate owned properties with a total carrying amount of $748,000 were sold for a combined total of $980,000, resulting in a net gain of $232,000.    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.

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 June 30, 2013 and December 31, 2012 are as follows (in thousands):

 
 
June 30, 2013
   
December 31, 2012
 
 
 
Carrying
   
Fair
   
Carrying
   
Fair
 
 
 
Amount
   
Value
   
Amount
   
Value
 
 
 
   
   
   
 
FINANCIAL ASSETS:
 
   
   
   
 
Cash and cash equivalents
 
$
19,906
     
19,906
     
13,475
     
13,475
 
Investment securities:
                               
Available-for-sale
   
278,914
     
278,914
     
258,506
     
258,506
 
Held-to-maturity
   
21,563
     
21,563
     
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
   
552,888
     
556,353
     
450,346
     
453,060
 
 
                               
FINANCIAL LIABILITIES:
                               
Deposits
   
800,813
     
804,973
     
671,471
     
675,964
 
Short-term borrowings
   
36,272
     
36,272
     
13,756
     
13,756
 
Long-term debt
   
12,788
     
13,659
     
13,705
     
14,724
 

The fair value of off-balance-sheet financial instruments at June 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.

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

Note 15 - Fair Value of Measurements (continued)
 
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.

The following table summarizes the categorization by input level as of June 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)
 
June 30, 2013
 
   
   
   
 
Assets:
 
   
   
   
 
Loans, net
 
$
548,260
     
-
     
548,260
     
-
 
Investment securities, non-taxable, held-to-maturity
   
21,563
     
-
     
-
     
21,563
 
Federal Reserve Bank stock
   
1,603
     
1,603
     
-
     
-
 
Federal Home Loan Bank stock
   
2,854
     
2,854
     
-
     
-
 
 
                               
Liabilities:
                               
Deposits
   
804,973
     
-
     
804,973
     
-
 
Long-term debt
   
13,659
     
-
     
13,659
     
-
 
 
                               
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
     
-
 

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

Note 16 – 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.

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 June 30, 2013, and the related consolidated statements of income and comprehensive income for each of the three-month and six-month periods ended June 30, 2013 and 2012, and the related consolidated statements of shareholders' equity and cash flows for each of the six-month periods ended June 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
 
August 5, 2013
 
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 six months ended June 30, 2013 was $2,348,000 (total basic and diluted earnings per common share of $0.31 and $0.30, respectively) and $4,076,000 (total basic and diluted earnings per common share of $0.54 and $0.53, respectively), respectively.  This compares to net income of $1,987,000 (total basic and diluted earnings per common share of $0.30 and $0.29) and $4,264,000 (total basic and diluted earnings per common share of $0.64 and $0.63) for the same three and six-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 six-month periods ended June 30, 2013 increased $1,061,000 and $1,630,000, 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 six-month periods ended June 30, 2013 was $49,000 and $115,000 less than the comparable periods in 2012.  Net loan charge-offs for the first six months of 2013 and 2012 totaled $202,000 and $285,000, respectively.  Non-accrual loans and loans past due 90 days or more and still accruing interest totaled $3,139,000 or 0.56% of total loans at June 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 $1,530,000 at June 30, 2013 primarily due to the sale of commercial real estate property during the first quarter 2013.

Non-interest income for the three and six-month periods in 2013 was $423,000 and $594,000 greater than the comparable periods in 2012 primarily due to increases in service charges and fees on deposit accounts primarily resulting from the merger and gains recognized on the sale of investment securities.  The increases for the six-month period were partially offset by a decrease in trust income due to the absence of one-time fees recognized in the first quarter 2012.
LCNB CORP. AND SUBSIDIARIES

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

Non-interest expense for the three and six-month periods ended June 30, 2013 was $994,000 and $2,637,000 greater than the comparable periods in 2012 largely due to the recognition of $271,000 and $1,326,000 in costs related to the merger with Citizens National Bank.   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.  These expense increases were partially offset during the six month period by a gain recognized on the sale of other real estate owned property during the first quarter 2013.

Net Interest Income

Three Months Ended June 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 June 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 June 30,
 
 
 
2013
   
2012
 
 
 
Average
   
Interest
   
Average
   
Average
   
Interest
   
Average
 
 
 
Outstanding
   
Earned/
   
Yield/
   
Outstanding
   
Earned/
   
Yield/
 
 
 
Balance
   
Paid
   
Rate
   
Balance
   
Paid
   
Rate
 
 
 
   
(Dollars in thousands)
   
   
 
Loans (1)
 
$
550,654
     
6,816
     
4.96
%
 
$
457,443
     
5,920
     
5.19
%
Interest-bearing demand deposits
   
8,193
     
6
     
0.29
%
   
10,650
     
9
     
0.34
%
Federal Reserve Bank stock
   
1,428
     
38
     
10.67
%
   
949
     
28
     
11.83
%
Federal Home Loan Bank stock
   
2,854
     
30
     
4.22
%
   
2,091
     
22
     
4.22
%
Investment securities:
                                               
Taxable
   
205,265
     
860
     
1.68
%
   
200,162
     
982
     
1.97
%
Non-taxable (2)
   
102,630
     
992
     
3.88
%
   
82,277
     
924
     
4.50
%
Total earnings assets
   
871,024
     
8,742
     
4.03
%
   
753,572
     
7,885
     
4.20
%
Non-earning assets
   
86,196
                     
63,315
                 
Allowance for loan losses
   
(3,413
)
                   
(2,893
)
               
Total assets
 
$
953,807
                   
$
813,994
                 
 
                                               
Interest-bearing deposits
 
$
666,348
     
931
     
0.56
%
 
$
579,774
     
1,117
     
0.77
%
Short-term borrowings
   
13,870
     
4
     
0.12
%
   
12,665
     
5
     
0.16
%
Long-term debt
   
12,905
     
110
     
3.42
%
   
20,506
     
150
     
2.93
%
Total interest-bearing liabilities
   
693,123
     
1,045
     
0.60
%
   
612,945
     
1,272
     
0.83
%
Demand deposits
   
159,329
                     
114,235
                 
Other liabilities
   
6,314
                     
6,816
                 
Capital
   
95,041
                     
79,998
                 
Total liabilities and capital
 
$
953,807
                   
$
813,994
                 
 
                                               
Net interest rate spread (3)
                   
3.43
%
                   
3.37
%
 
                                               
Net interest income and net interest margin on a taxable-equivalent basis (4)
           
7,697
     
3.54
%
           
6,613
     
3.52
%
 
                                               
Ratio of interest-earning assets to interest-bearing liabilities
   
125.67
%
                   
122.94
%
               

(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.
LCNB CORP. AND SUBSIDIARIES

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

The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the three months ended June 30, 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
 
 
 
June 30, 2013 vs. 2012
 
 
 
Increase (decrease) due to:
 
 
 
Volume
   
Rate
   
Total
 
 
 
(In thousands)
 
Interest-earning Assets:
 
   
   
 
Loans
 
$
1,163
     
(267
)
   
896
 
Interest-bearing demand deposits
   
(2
)
   
(1
)
   
(3
)
Federal Reserve Bank stock
   
13
     
(3
)
   
10
 
Federal Home Loan Bank stock
   
8
     
-
     
8
 
Investment securities:
                       
Taxable
   
24
     
(146
)
   
(122
)
Nontaxable
   
208
     
(140
)
   
68
 
Total interest income
   
1,414
     
(557
)
   
857
 
 
                       
Interest-bearing Liabilities:
                       
Deposits
   
151
     
(337
)
   
(186
)
Short-term borrowings
   
-
     
(1
)
   
(1
)
Long-term debt
   
(62
)
   
22
     
(40
)
Total interest expense
   
89
     
(316
)
   
(227
)
Net interest income
 
$
1,325
     
(241
)
   
1,084
 

Net interest income on a fully tax-equivalent basis for the three months ended June 30, 2013 totaled $7,697,000, an increase of $1,084,000 over the comparable period in 2012.  Total interest income increased $857,000 and total interest expense decreased $227,000.

The increase in total interest income was primarily due to a $117.5 million increase in average total earning assets, partially offset by a 17 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.
LCNB CORP. AND SUBSIDIARIES

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

The decrease in total interest expense was primarily due to a 23 basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by an $80.2 million increase in average interest-bearing liabilities.  The increase in average interest-bearing liabilities was primarily due to an $86.6 million increase in average interest-bearing deposits primarily due to the merger, partially offset by a $7.6 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.

Six Months Ended June 30, 2013 vs. 2012.
The following table presents, for the six months ended June 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.

 
 
Six Months Ended June 30,
 
 
 
2013
   
2012
 
 
 
Average
   
Interest
   
Average
   
Average
   
Interest
   
Average
 
 
Outstanding
   
Earned/
   
Yield/
   
Outstanding
   
Earned/
   
Yield/
 
 
 
Balance
   
Paid
   
Rate
   
Balance
   
Paid
   
Rate
 
 
 
   
(Dollars in thousands)
   
   
 
Loans (1)
 
$
543,625
     
13,396
     
4.97
%
 
$
459,261
     
12,128
     
5.31
%
Federal funds sold
   
1,549
     
1
     
0.13
%
   
-
     
-
     
-
%
Interest-bearing demand deposits
   
10,665
     
14
     
0.26
%
   
12,926
     
15
     
0.23
%
Federal Reserve Bank stock
   
1,267
     
38
     
6.05
%
   
945
     
28
     
5.96
%
Federal Home Loan Bank stock
   
2,799
     
60
     
4.32
%
   
2,091
     
46
     
4.42
%
Investment securities:
                                               
Taxable
   
197,053
     
1,694
     
1.73
%
   
187,242
     
1,869
     
2.01
%
Non-taxable (2)
   
97,858
     
1,936
     
3.99
%
   
81,010
     
1,842
     
4.57
%
Total earnings assets
   
854,816
     
17,139
     
4.04
%
   
743,475
     
15,928
     
4.31
%
Non-earning assets
   
87,614
                     
64,242
                 
Allowance for loan losses
   
(3,381
)
                   
(2,855
)
               
Total assets
 
$
939,049
                   
$
804,862
                 
 
                                               
Interest-bearing deposits
 
$
656,205
     
1,914
     
0.59
%
 
$
575,377
     
2,282
     
0.80
%
Short-term borrowings
   
12,753
     
7
     
0.11
%
   
11,791
     
8
     
0.14
%
Long-term debt
   
13,149
     
222
     
3.40
%
   
20,775
     
304
     
2.94
%
Total interest-bearing liabilities
   
682,107
     
2,143
     
0.63
%
   
607,943
     
2,594
     
0.86
%
Demand deposits
   
156,193
                     
110,610
                 
Other liabilities
   
6,556
                     
6,678
                 
Capital
   
94,193
                     
79,631
                 
Total liabilities and capital
 
$
939,049
                   
$
804,862
                 
 
                                               
Net interest rate spread (3)
                   
3.41
%
                   
3.45
%
 
                                               
Net interest income and net   interest margin on a taxable-equivalent basis (4)
           
14,996
     
3.54
%
           
13,334
     
3.61
%
 
                                               
Ratio of interest-earning assets to interest-bearing liabilities
   
125.32
%
                   
122.29
%
               

(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.
LCNB CORP. AND SUBSIDIARIES

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

The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the six months ended June 30, 2013 as compared to the same period in 2012.

 
 
Six Months Ended
 
 
 
June 30, 2013 vs. 2012
 
 
 
Increase (decrease) due to:
 
 
 
Volume
   
Rate
   
Total
 
 
 
(In thousands)
 
Interest-earning Assets:
 
   
   
 
Loans
 
$
2,119
     
(851
)
   
1,268
 
Federal funds sold
   
1
     
-
     
1
 
Interest-bearing demand deposits
   
(3
)
   
2
     
(1
)
Federal Reserve Bank stock
   
10
     
-
     
10
 
Federal Home Loan Bank stock
   
15
     
(1
)
   
14
 
Investment securities:
                       
Taxable
   
94
     
(269
)
   
(175
)
Nontaxable
   
352
     
(258
)
   
94
 
Total interest income
   
2,588
     
(1,377
)
   
1,211
 
 
                       
Interest-bearing Liabilities:
                       
Deposits
   
291
     
(659
)
   
(368
)
Short-term borrowings
   
1
     
(2
)
   
(1
)
Long-term debt
   
(124
)
   
42
     
(82
)
Total interest expense
   
168
     
(619
)
   
(451
)
Net interest income
 
$
2,420
     
(758
)
   
1,662
 

Net interest income on a fully tax-equivalent basis for the first six months of 2013 totaled $14,996,000, a $1,662,000 increase from the same six month period of 2012.  Total interest income increased $1,211,000 and total interest expense decreased $451,000.

The increase in total interest income was primarily due to a $111.3 million increase in average total earning assets, partially offset by a 27 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.
LCNB CORP. AND SUBSIDIARIES

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

The decrease in total interest expense was primarily due to a 23 basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by a $74.2 million increase in average interest-bearing liabilities.  The increase in average interest-bearing liabilities was primarily due to an $80.8 million increase in average interest-bearing deposits primarily due to the merger, partially offset by a $7.6 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 June 30, 2013 and 2012 was $42,000 and $91,000, respectively, and $191,000 and $306,000 for the six months ended June 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.

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 June 30, 2013 vs. 2012.
Total non-interest income for the second quarter 2013 was $423,000 greater than for the second quarter 2012 primarily due to a $164,000 increase in service charges and fees on deposit accounts and a $136,000 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.

Six Months Ended June 30, 2013 vs. 2012.
Non-interest income for the first six months of 2013 was $594,000 greater than the comparable period in 2012.  The increase was largely due to a $265,000 increase in service charges and fees on deposit accounts and to a $236,000 increase in net gain on sales of securities.  Service charges and fees on deposit accounts increased for substantially the same reasons mentioned above.  Net gain on sales of securities increased due to a higher volume of sales and to favorable pricing.
LCNB CORP. AND SUBSIDIARIES

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

Non-Interest Expense

Three Months Ended June 30, 2013 vs. 2012.
Non-interest expense for the second quarter 2013 was $994,000 greater than for the second quarter 2012 due primarily to a $279,000 increase in salaries and employee benefits, a $128,000 increase in net occupancy expense, and a $535,000 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.  The increase in net occupancy expense also reflects increased maintenance costs for the additional offices.  Other non-interest expense for the second quarter 2013 includes an additional $271,000 in costs related to the merger and conversion of Citizens' data processing system to LCNB's system.

Six Months Ended June 30, 2013 vs. 2012.
Non-interest expense for the first six months of 2013 was $2,637,000 greater than for the same period in 2012 due primarily to a $591,000 increase in salaries and employee benefits, a $227,000 increase in net occupancy expense, and a $1,677,000 increase in other non-interest expense.  Salaries and employee benefits and net occupancy expense increased for substantially the same reasons mentioned above.  Other non-interest expense for the first half of 2013 includes $1,326,000 in costs related to the merger and data system conversion.  Increases in intangible amortization expense of $133,000 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 $293,000 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 six months ended June 30, 2013 and 2012 were 24.8% and 25.4%, respectively.  The difference between the statutory rate of 34.0% and the effective tax rate is primarily due to tax-exempt interest income from municipal securities and tax-exempt earnings from bank owned life insurance.

Financial Condition
The carrying values of loans, securities available-for-sale, premises and equipment, and deposits were greatly influenced by the merger.  See Note 2 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 $20.4 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 June 30, 2013 was $12.5 million greater than the balance shown for December 31, 2012 due 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.
LCNB CORP. AND SUBSIDIARIES

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

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 June 30, 2013, LCNB's liquid assets amounted to $298.8 million or 31.6% 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 83.4% of total deposits at June 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.

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 June 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
 
$
32,146
     
2,329
     
7.81
%
Up 200
   
31,347
     
1,530
     
5.13
%
Up 100
   
30,565
     
748
     
2.51
%
Base
   
29,817
     
-
     
-
%

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 June 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
 
$
82,666
     
(7,727
)
   
(8.55
)%
Up 200
   
84,613
     
(5,780
)
   
(6.39
)%
Up 100
   
86,678
     
(3,715
)
   
(4.11
)%
Base
   
90,393
     
-
     
-
%

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.
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 June 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.

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

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.
 
 
 
 
 
 
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
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 June 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.
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
LCNB Corp.
 
 
 
 
August 5, 2013
/s/ Stephen P. Wilson
 
 
Stephen P. Wilson, Chief Executive Officer and
 
 
Chairman of the Board of Directors
 
 
 
 
August 5, 2013
/s/ Robert C. Haines, II
 
 
Robert C. Haines, II, Executive Vice President
 
 
and Chief Financial Officer
 
 
 
51