Companies: 10,762     total market cap: $132.014 T
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LCNB Corp.
LCNB
#8387
Rank
$0.22 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$15.54
Share price
-1.30%
Change (1 day)
8.18%
Change (1 year)
๐Ÿ’ณ Financial services๐Ÿ’ฐ Investment
Categories
  1. LCNB Corp.
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2024 Q1

LCNB Corp. - 10-Q quarterly report FY2024 Q1


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

FORM 10-Q

(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                                        to                                                      

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, No Par ValueLCNBNASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
            ☒ Yes         ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
            ☒ Yes         ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐                            Accelerated filer ☐
Non-accelerated filer ☒                             Smaller reporting company ☒
Emerging growth company ☐

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


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
            ☐ Yes         ☒ No
The number of shares outstanding of the issuer's common stock, without par value, as of May 9, 2024 was 14,142,960 shares.



LCNB CORP. AND SUBSIDIARIES

TABLE OF CONTENTS
3
  
Item 1.  Financial Statements
3
  
CONSOLIDATED CONDENSED BALANCE SHEETS
3
  
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
4
  
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
5
  
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
6
  
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
7
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
8
  
Item 2. Management's Discussion and Analysis of Financial Condition and Results of  Operations
38
  
Item 3.  Quantitative and Qualitative Disclosures about Market Risks
51
  
Item 4.  Controls and Procedures
52
  
53
  
Item 1.   Legal Proceedings
53
  
Item 1A.  Risk Factors
53
  
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
53
  
Item 3.   Defaults Upon Senior Securities
53
  
Item 4.   Mine Safety Disclosures
53
  
Item 5.   Other Information
53
  
Item 6.   Exhibits
55
  
56










1


Glossary of Abbreviations and Acronyms
ACLAllowance for Credit Losses
ASCAccounting Standards Codification
ASUAccounting Standards Update
BankLCNB National Bank
CECLCurrent expected credit losses
CEOChief Executive Officer
CFOChief Financial Officer
CNNBCincinnati Bancorp, Inc.
CompanyLCNB Corp. and its consolidated subsidiaries as a whole
DCFDiscounted Cash Flow
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
EFBIEagle Financial Bancorp, Inc.
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
FFIECFinancial Institutions Examination Council
FHLBFederal Home Loan Bank
FOMCFederal Open Market Committee of the Federal Reserve System
GAAPGenerally Accepted Accounting Principles
IRAIndividual Retirement Account
LCNBLCNB Corp. and its consolidated subsidiaries as a whole
LDALoss Driver Analysis
LGDLoss Given Default
LIBORLondon Interbank Offered Rate
LIHTCLow Income Housing Tax Credit
OCCOffice of the Comptroller of the Currency
PCDPurchased Credit Deteriorated
PDProbability of Default
SECSecurities and Exchange Commission
    

2


PART I – FINANCIAL INFORMATION
 
Item 1.Financial Statements

LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited, dollars in thousands)
March 31,
2024		December 31, 2023
ASSETS:
Cash and due from banks$24,950 $36,535 
Interest-bearing demand deposits8,001 3,188 
Total cash and cash equivalents32,951 39,723 
Investment securities:  
Equity securities with a readily determinable fair value, at fair value1,334 1,336 
Equity securities without a readily determinable fair value, at cost3,666 3,666 
Debt securities, available-for-sale, at fair value262,786 276,601 
Debt securities, held-to-maturity, at cost, net of allowance for credit losses of $5 and $5 at March 31, 2024 and December 31, 2023, respectively
16,746 16,858 
Federal Reserve Bank stock, at cost5,774 5,086 
Federal Home Loan Bank stock, at cost16,469 15,176 
Loans, net of allowance for credit losses of $10,557 and $10,525 at March 31, 2024 and December 31, 2023, respectively
1,645,797 1,712,946 
Loans held for sale75,581 — 
Premises and equipment, net36,690 36,302 
Operating lease right-of-use assets5,838 6,000 
Goodwill79,559 79,509 
Core deposit and other intangibles, net8,903 9,494 
Bank-owned life insurance50,165 49,847 
Interest receivable9,115 8,405 
Other assets, net31,777 30,643 
TOTAL ASSETS2,283,151 2,291,592 
LIABILITIES:  
Deposits:  
Noninterest-bearing$435,580 462,267 
Interest-bearing1,422,913 1,362,122 
Total deposits1,858,493 1,824,389 
Short-term borrowings10,000 97,395 
Long-term debt162,638 113,123 
Operating lease liabilities6,123 6,261 
Accrued interest and other liabilities12,234 15,121 
TOTAL LIABILITIES2,049,488 2,056,289 
COMMITMENTS AND CONTINGENT LIABILITIES— — 
SHAREHOLDERS' EQUITY:  
Preferred shares – no par value, authorized 1,000,000 shares, none outstanding
— — 
Common shares – no par value; authorized 19,000,000 shares; issued 16,435,659 and 16,384,952 shares at March 31, 2024 and December 31, 2023, respectively; outstanding 13,224,276 and 13,173,569 shares at March 31, 2024 and December 31, 2023, respectively
174,082 173,637 
Retained earnings139,050 140,017 
Treasury shares at cost, 3,211,383 and 3,211,383 shares at March 31, 2024 and December 31, 2023, respectively
(56,015)(56,015)
Accumulated other comprehensive loss, net of taxes(23,454)(22,336)
TOTAL SHAREHOLDERS' EQUITY233,663 235,303 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$2,283,151 $2,291,592 

The accompanying notes to consolidated condensed financial statements are an integral part of these statements.
3


LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
 20242023
INTEREST INCOME:
Interest and fees on loans$22,682 16,143 
Dividends on equity securities:
With a readily determinable fair value9 17 
Without a readily determinable fair value31 20 
Interest on debt securities:
Taxable1,232 1,343 
Non-taxable143 176 
Other investments661 219 
TOTAL INTEREST INCOME24,758 17,918 
INTEREST EXPENSE:  
Interest on deposits8,190 2,456 
Interest on short-term borrowings935 1,304 
Interest on long-term debt1,738 216 
TOTAL INTEREST EXPENSE10,863 3,976 
NET INTEREST INCOME13,895 13,942 
PROVISION FOR (RECOVERY OF) CREDIT LOSSES125 (57)
NET INTEREST INCOME AFTER PROVISION FOR (RECOVERY OF) CREDIT LOSSES13,770 13,999 
NON-INTEREST INCOME:  
Fiduciary income1,973 1,740 
Service charges and fees on deposit accounts1,384 1,482 
Net losses from sales of debt securities, available-for-sale(214)— 
Bank-owned life insurance income318 271 
Net gains from sales of loans522 6 
Other operating income (loss)(54)82 
TOTAL NON-INTEREST INCOME3,929 3,581 
NON-INTEREST EXPENSE:  
Salaries and employee benefits8,554 7,349 
Equipment expenses390 361 
Occupancy expense, net1,005 963 
State financial institutions tax428 397 
Marketing174 192 
Amortization of intangibles236 111 
FDIC insurance premiums, net504 215 
Contracted services784 641 
Merger-related expenses775 25 
Other non-interest expense2,622 2,271 
TOTAL NON-INTEREST EXPENSE15,472 12,525 
INCOME BEFORE INCOME TAXES2,227 5,055 
PROVISION FOR INCOME TAXES312 898 
NET INCOME$1,915 4,157 
Earnings per common share:  
Basic$0.15 0.37 
Diluted$0.15 0.37 
Weighted average common shares outstanding:  
Basic13,112,302 11,189,170 
Diluted13,112,302 11,189,170 

The accompanying notes to consolidated condensed financial statements are an integral part of these statements.
4


LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended 
March 31,
 20242023
Net income$1,915 4,157 
Other comprehensive income (loss):  
Net unrealized gain (loss) on available-for-sale debt securities (net of tax expense (benefit) of $(342) and $1,316 for the three months ended March 31, 2024 and 2023, respectively)
(1,287)4,950 
Reclassification adjustment for net realized (gains) losses on sales of available-for-sale debt securities included in net income (net of tax expense (benefit) of $(45) and $0 for the three months ended March 31, 2024 and 2023, respectively)
169 — 
  Other comprehensive income (loss), net of tax(1,118)4,950 
TOTAL COMPREHENSIVE INCOME$797 9,107 

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

5


LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands, except per share data)
(Unaudited)
 Common Shares OutstandingCommon StockRetained
Earnings		Treasury
Shares		Accumulated Other Comprehensive LossTotal Shareholders'
Equity
Three Months Ended March 31, 2024
Balance at January 1, 202413,173,569 $173,637 140,017 (56,015)(22,336)235,303 
Net income  1,915   1,915 
Other comprehensive loss, net of taxes   (1,118)(1,118)
Dividend Reinvestment and Stock Purchase Plan9,004 130   130 
Shares issued for restricted stock awards41,703 
Compensation expense relating to restricted stock315 315 
Common stock dividends, $0.22 per share
  (2,882)  (2,882)
Balance at March 31, 202413,224,276 $174,082 139,050 (56,015)(23,454)233,663 
Three Months Ended March 31, 2023
Balance at January 1, 202311,259,080 $144,069 139,249 (52,689)(29,954)200,675 
Cumulative change in accounting principle - ASC 326(1,922)(1,922)
Balance at January 1, 2023, adjusted11,259,080 144,069 137,327 (52,689)(29,954)198,753 
Net income  4,157   4,157 
Other comprehensive income, net of taxes    4,950 4,950 
Dividend Reinvestment and Stock Purchase Plan5,861 103    103 
Repurchase of common stock(107,028)(1,838)(1,838)
Shares issued for restricted stock awards44,150 
Compensation expense relating to restricted stock316 316 
Common stock dividends, $0.21 per share
  (2,369)  (2,369)
Balance at March 31, 202311,202,063 $144,488 139,115 (54,527)(25,004)204,072 

The accompanying notes to consolidated condensed financial statements are an integral part of these statements.
6


LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended 
March 31,
 20242023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$1,915 4,157 
Adjustments to reconcile net income to net cash flows from operating activities:  
Depreciation, amortization, and accretion481 720 
Provision for (recovery of) credit losses125 (57)
Deferred income tax provision (benefit)44 (648)
Increase in cash surrender value of bank-owned life insurance(318)(271)
Realized and unrealized losses from equity securities, net 10 31 
Realized losses from sales of debt securities, available-for-sale214 — 
Origination of mortgage loans for sale(32,620)(335)
Realized gains from sales of loans(522)(6)
Proceeds from sales of mortgage loans22,429 338 
Compensation expense related to restricted stock315 316 
Changes in:  
Accrued interest receivable(710)(523)
Other assets(936)597 
Other liabilities(2,921)(1,827)
TOTAL ADJUSTMENTS(14,409)(1,665)
NET CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES(12,494)2,492 
CASH FLOWS FROM INVESTING ACTIVITIES:  
Proceeds from sales of equity securities— 963 
Proceeds from sales of debt securities, available-for-sale9,615 — 
Proceeds from maturities and calls of debt securities:
Available-for-sale4,624 2,769 
Held-to-maturity112 108 
Purchases of equity securities(8)(7)
Purchases of debt securities:
   Available-for-sale(2,207)(300)
Purchase of Federal Reserve Bank stock(688)— 
Purchases of Federal Home Loan Bank stock(1,293)(3,306)
Proceeds from redemption of Federal Home Loan Bank stock— 754 
Net increase in loans2,961 6,912 
Purchases of premises and equipment(858)(588)
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES12,258 7,305 
CASH FLOWS FROM FINANCING ACTIVITIES:  
Net increase (decrease) in deposits34,104 (1,089)
Net increase (decrease) in short-term borrowings(87,395)5,045 
Proceeds from issuance of long-term debt50,000 — 
Principal payments on long-term debt(493)(474)
Proceeds from issuance of common stock130 103 
Repurchase of common stock— (1,838)
Cash dividends paid on common stock(2,882)(2,369)
NET CASH FLOWS USED IN FINANCING ACTIVITIES(6,536)(622)
NET CHANGE IN CASH AND CASH EQUIVALENTS(6,772)9,175 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD39,723 22,701 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$32,951 31,876 
SUPPLEMENTAL CASH FLOW INFORMATION:  
CASH PAID DURING THE YEAR FOR:
Interest paid$10,312 3,433 
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:  
Transfer from loans held for investment to loans held for sale$64,869 — 

The accompanying notes to consolidated condensed financial statements are an integral part of these statements.
7
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION
 
BASIS OF PRESENTATION
The accompanying unaudited interim consolidated condensed financial statements include LCNB Corp. and its wholly-owned subsidiaries: LCNB National Bank and LCNB Risk Management, Inc., its captive insurance company. All material intercompany transactions and balances are eliminated in consolidation.

The unaudited interim consolidated condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the SEC.  Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations.  In the opinion of management, the unaudited interim consolidated financial statements include all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the Company's financial position, results of consolidated operations, and cash flows for the interim periods, as required by Regulation S-X, Rule 8-03.

The consolidated condensed balance sheet as of December 31, 2023 has been derived from the audited consolidated balance sheet as of that date.

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

Results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.  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 2023 Annual Report on Form 10-K filed with the SEC.

ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS
Financial Accounting Standards (“FASB”) Accounting Standards Update (“ASU”) No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting"
ASU No. 2020-04 was issued in March 2020 and provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Originally, the amendments in this update were effective for all entities as of March 12, 2020 through December 31, 2022. ASU No. 2022-06, "Reference
Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848" extended the sunset date from December 31, 2022 to
December 31, 2024. LCNB has adopted the standard and utilized the LIBOR transition relief allowed under ASU 2020-04 and ASU 2020-06. The impact was immaterial, as all loans indexed to LIBOR were transitioned to another referenced index, predominately the Secured Overnight Financing Rate ("SOFR") for one, three, and six months. In all instances, LCNB was able to meet the criteria for the practical expedients and there was no impact on its results of consolidated operations or financial position.











8
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 1 - BASIS OF PRESENTATION (continued)
ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments" ("ASC 326")
The Company adopted ASC 326 on January 1, 2023. It significantly changed guidance for recognizing impairment of financial instruments. Previous guidance required an "incurred loss" methodology for recognizing credit losses that delayed recognition until it was probable a loss had been incurred. ASC 326 replaced the incurred loss impairment methodology with a new "current expected credit loss" ("CECL") methodology that reflects expected credit losses over the lives of the credit instruments and requires consideration of a broader range of information to estimate credit losses. ASC 326 requires an organization to estimate all expected credit losses for financial assets measured at amortized cost, including loans and held-to-maturity debt securities, based on historical experience, current conditions, and reasonable and supportable forecasts. It also applies to off-balance sheet credit exposures, such as loan commitments, standby letters of credit, financial guarantees, and other similar instruments. ASC 326 also made changes to the accounting for credit losses on available-for-sale debt securities. Additional disclosures are required.

LCNB adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable guidance. The following table shows the impact of adopting ASC 326 on January 1, 2023 (in thousands):


As Reported Pre-ASC 326Impact of ASC 326 AdoptionAs Reported Under ASC 326
Assets:
Loans, gross of allowance$1,401,278 341 1,401,619 
ACL on loans(5,646)(2,196)(7,842)
ACL on debt securities, held to maturity— (7)(7)
Deferred tax assets, net6,639 511 7,150 
Liabilities:
ACL on off-balance sheet credit exposures— 571 571 
Shareholders' Equity:
Retained earnings139,249 (1,922)137,327 

Federal banking regulatory agencies allow an optional phase-in period of three years for banks to absorb the impact to regulatory capital of implementing CECL. LCNB has elected not to exercise this option and the full impact of adopting ASC 326 is included in regulatory capital as of March 31, 2024. Adoption of the ASC did not materially affect LCNB's regulatory capital ratios.

ASU No. 2022-02, "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures"
ASU No. 2022-02 was issued in March 2022 and became effective for LCNB on January 1, 2023. These amendments eliminated previous TDR recognition and measurement guidance and, instead, required that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance disclosure requirements and introduce new disclosure requirements for certain modifications to borrowers experiencing financial difficulties. Additionally, the amendments require the disclosure of current-period gross charge-offs by year of origination. Adoption of ASU No. 2022-02 did not have a material impact on LCNB's results of consolidated operations or financial position.

9
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 1 - BASIS OF PRESENTATION (continued)
ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a Consensus of the Emerging Issues Task Force)"
ASU No. 2023-02 was issued in March 2023 and became effective for LCNB on January 1, 2024. It allows reporting entities the option to use the proportional amortization method to account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met, regardless of the tax credit program from which the income tax credits are received. The proportional amortization method was previously limited to Low-Income Housing Tax Credit investments. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit). Adoption of ASU No. 2023-02 did not have a material impact on LCNB's results of consolidated operations or financial position.

RECENT ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE
From time to time the FASB issues an ASU to communicate changes to U.S. GAAP. The following information provides brief summaries of newly issued but not yet effective ASUs that could have an effect on LCNB’s financial position or results of consolidated operations:

ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures"
ASU No. 2023-07 was issued in November 2023 and changes the requirements for segment disclosures, primarily through enhancing disclosure requirements for significant segment expenses, enhancing interim disclosure requirements, clarifying circumstances in which an entity can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and modifying other disclosure requirements. A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.



NOTE 2 - BUSINESS COMBINATIONS

Cincinnati Bancorp, Inc.
On November 1, 2023, LCNB acquired Cincinnati Bancorp, Inc. (“CNNB”), the holding company for Cincinnati Federal, a federally chartered stock savings and loan association. Under the terms of the definitive merger agreement, CNNB merged with and into LCNB Corp., immediately followed by the merger of Cincinnati Federal with and into LCNB National Bank. CNNB operated four full-service branch offices in Cincinnati, Ohio and 1 full-service office in Florence, Kentucky, which became offices of LCNB after the merger. The merger significantly increased LCNB’s existing presence in the Cincinnati market and expanded LCNB’s community banking franchise across the Ohio River into the Northern Kentucky market.

CNNB results of operations were included in LCNB's results beginning November 1, 2023.

Under the terms of the merger agreement, CNNB shareholders had the opportunity to elect to receive either 0.9274 shares of LCNB stock or $17.21 in cash for each share of CNNB common stock owned, subject to the limitation that 80% of the consideration be in the form of LCNB common stock and 20% of the consideration be in the form of cash. The fair value of the common stock issued as part of the consideration was determined on the basis of the closing price of LCNB's common stock on the acquisition date.






10
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 2 - BUSINESS COMBINATIONS (continued)

The following table summarizes the fair value of the total consideration transferred as a part of the CNNB acquisition and the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction (in thousands):

Consideration:
Cash consideration $9,475
Common stock (2,042,598 shares issued at $13.99 per share)
28,576
Fair value of total consideration transferred 38,051
Identifiable Assets Acquired:
Cash and cash equivalents 11,368 
Debt securities, available-for-sale 5,210 
Federal Home Loan Bank stock 7,508 
Loans, net 236,692 
Premises and equipment 2,767 
Operating lease right-of-use assets 64 
Core deposit and other intangibles 8,391 
Bank owned life insurance 4,413 
Deferred income taxes 4,451 
Other assets 12,896 
Total identifiable assets acquired 293,760 
Liabilities Assumed:
Deposits 210,532 
Short-term borrowings 55,999 
Long-term debt 5,963 
Operating lease liabilities 64 
Other liabilities 3,489 
Total liabilities assumed 276,047 
Total Identifiable Net Assets Acquired 17,713 
Goodwill Resulting From Merger $20,338 

The fair value and gross contractual amounts of non-PCD loans as of the acquisition date was $231.9 million and $258.6 million, respectively. LCNB recorded a provision for credit losses on these loans of $1,722,000.

As permitted by ASC No. 805-10-25, Business Combinations, the above estimated amounts may be adjusted up to one year after the closing date of the transaction to reflect any new information obtained about facts and circumstances existing at the acquisition date. As such, any changes in the estimated fair value of assets, including acquired loans, will be recognized in the period the adjustment is identified. Goodwill increased by $50,000 during the first quarter 2024 primarily due to valuation adjustments to other assets.

11
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 2 - BUSINESS COMBINATIONS (continued)

The amount of goodwill recorded reflects LCNB's expansion in the Cincinnati 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 on LCNB's financial records and will not be deductible for tax purposes. Goodwill will be subject to an annual test for impairment and the amount impaired, if any, will be charged to expense at the time of impairment. The core deposit intangible will be amortized over the estimated weighted average economic life of the various core deposit types, which is ten years.

Direct expenses related to the CNNB acquisition totaled $477,000 during the three months ended March 31, 2024, were expensed as incurred, and are recorded as merger-related expenses in the consolidated statements of income.

Eagle Financial Bancorp, Inc.
On April 12, 2024, LCNB acquired Eagle Financial Bancorp, Inc. (“EFBI”), the holding company for EAGLE.bank. Under the terms of the definitive merger agreement, EFBI merged with and into LCNB Corp., immediately followed by the merger of EAGLE.bank with and into LCNB National Bank. EAGLE.bank operated three full-service banking offices in Cincinnati, Ohio, which became offices of LCNB after the merger. This transaction increases LCNB’s presence in the Cincinnati market.

Subject to the terms of the merger agreement, EFBI shareholders had the opportunity to elect to receive either 1.1401 shares of LCNB stock, $19.10 per share in cash for each share of EFBI common stock owned, or a combination thereof subject to at least 60%, but not more than 70%, of the shares of EFBI being exchanged for LCNB common stock. As of December 31, 2023, EFBI reported 1,342,275 shares of common stock outstanding, as well as 115,807 options with a weighted average strike price of $16.18 per share (each option carries that right to purchase one EFBI share). Any unexercised stock options of EFBI were canceled prior to the effective time of the merger in exchange for a cash payment per option equal to the difference between $19.10 and the exercise price of the option.

The following table summarizes the fair value of the total consideration transferred as a part of the EFBI acquisition (in thousands):

Consideration:
Cash consideration $10,256
Common stock (918,128 shares issued at $14.04 per share)
12,891
Fair value of total consideration transferred $23,147

Calculation of the fair value of the net assets acquired in this merger transaction is in process.

EFBI had approximately $174.3 million in assets, $140.4 million in net loans, $136.7 million of deposits, and $26.0 million in consolidated stockholders’ equity as of December 31, 2023.

Direct expenses related to the EFBI acquisition totaled $298,000 during the three months ended March 31, 2024, were expensed as incurred, and are recorded as merger-related expenses in the consolidated statements of income.
12
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)



NOTE 3 - INVESTMENT SECURITIES
 
The amortized cost and estimated fair value of debt securities at March 31, 2024 and December 31, 2023 are summarized as follows (in thousands):
 Amortized CostUnrealized GainsUnrealized LossesFair Value
March 31, 2024
Debt Securities, Available-for-Sale:
U.S. Treasury notes$74,308 — 6,502 67,806 
U.S. Agency notes88,929 — 8,339 80,590 
Corporate bonds7,450 — 824 6,626 
U.S. Agency mortgage-backed securities79,727 6 9,940 69,793 
Municipal securities:
Non-taxable4,638 — 235 4,403 
Taxable37,354 — 3,786 33,568 
 $292,406 6 29,626 262,786 
Debt Securities, Held-to-Maturity:
Municipal securities:
Non-taxable$13,468 2 853 12,617 
Taxable3,283 — 389 2,894 
$16,751 2 1,242 15,511 
December 31, 2023
Debt Securities, Available-for-Sale:
U.S. Treasury notes$74,404 — 6,202 68,202 
U.S. Agency notes88,978 — 8,077 80,901 
Corporate Bonds7,450 — 916 6,534 
U.S. Agency mortgage-backed securities81,634 2 8,846 72,790 
Municipal securities:
Non-taxable7,416 — 245 7,171 
Taxable44,923 1 3,921 41,003 
 $304,805 $3 28,207 276,601 
Debt Securities, Held-to-Maturity:
Municipal securities:
Non-taxable$13,580 4 872 12,712 
Taxable3,283 — 316 2,967 
$16,863 4 1,188 15,679 

The Company estimated the expected credit losses at March 31, 2024 and December 31, 2023 to be immaterial based on the composition of the securities portfolio.




13
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 3 - INVESTMENT SECURITIES (continued)


Information concerning debt securities with gross unrealized losses at March 31, 2024 and December 31, 2023, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (in thousands):
 Less than Twelve MonthsTwelve Months or Greater
 Fair ValueUnrealized LossesFair ValueUnrealized Losses
March 31, 2024
Available-for-Sale:
U.S. Treasury notes$1,489 7 66,317 6,495 
U.S. Agency notes— — 80,590 8,339 
Corporate bonds729 21 5,897 803 
U.S. Agency mortgage-backed securities— — 69,301 9,940 
Municipal securities:
Non-taxable— — 4,403 235 
Taxable— — 33,447 3,786 
 $2,218 28 259,955 29,598 
Held-to-Maturity:
Municipal securities:
  Non-taxable$— — 11,900 853 
  Taxable— — 2,894 389 
$— — 14,794 1,242 
December 31, 2023
Available-for-Sale:
U.S. Treasury notes$— — 68,202 6,202 
U.S. Agency notes— — 80,901 8,077 
Corporate Bonds734 16 5,800 900 
U.S. Agency mortgage-backed securities— — 72,287 8,846 
Municipal securities:
Non-taxable1,540 10 5,631 235 
Taxable— — 40,392 3,921 
 $2,274 26 273,213 28,181 
Held-to-Maturity:
Municipal securities:
  Non-taxable$6,012 476 5,975 396 
  Taxable— — 2,966 316 
$6,012 476 8,941 712 

At March 31, 2024, LCNB’s securities portfolio consisted of 168 securities, 161 of which were in an unrealized loss position. At December 31, 2023, LCNB's securities portfolio consisted of 207 securities, 176 of which were in an unrealized loss position. After considering the issuers of the securities, LCNB management determined that that the unrealized losses were due to changing interest rate environments. As LCNB had no intent at March 31, 2024 to sell its debt securities before recovery of their cost basis and as it was more likely than not that it will not be required to sell its debt securities before recovery of the cost basis, no unrealized losses were deemed to represent credit losses.

14
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 3 - INVESTMENT SECURITIES (continued)


Debt securities with a market value of $172.4 million and $124.4 million at March 31, 2024 and December 31, 2023, respectively, were pledged to secure public deposits and for other purposes required or as permitted by law.

Excluding holdings in U.S. Treasury securities and U.S. Government Agencies, there were no investments in securities of any issuer that exceeded 10% of LCNB's consolidated shareholders' equity at March 31, 2024.

Contractual maturities of debt securities at March 31, 2024 were as follows (in thousands).  Actual maturities may differ from contractual maturities when issuers have the right to call or prepay obligations.
 Available-for-SaleHeld-to-Maturity
Amortized CostFair ValueAmortized CostFair Value
Due within one year$15,909 15,531 1,469 1,449 
Due from one to five years163,735 148,059 1,319 1,281 
Due from five to ten years33,035 29,403 2,849 2,699 
Due after ten years— — 11,114 10,082 
 212,679 192,993 16,751 15,511 
U.S. Agency mortgage-backed securities79,727 69,793 — — 
 $292,406 262,786 16,751 15,511 

Certain information concerning the sale of debt securities available-for-sale for the three months ended March 31, 2024 and 2023 was as follows (in thousands):
 Three Months Ended 
March 31,
 20242023
Proceeds from sales$9,615 — 
Gross realized gains— — 
Gross realized losses214 — 

Realized gains or losses from the sale of securities are computed using the specific identification method.

Equity securities with a readily determinable fair value are carried at fair value, with changes in fair value recognized in other operating income in the consolidated condensed statements of income. Equity securities without a readily determinable fair value are measured at cost minus impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions, as defined, for identical or similar investments of the same issuer. LCNB was not aware of any impairment or observable price change adjustments that needed to be made at March 31, 2024 on its investments in equity securities without a readily determinable fair value.

The amortized cost and estimated fair value of equity securities with a readily determinable fair value at March 31, 2024 and December 31, 2023 are summarized as follows (in thousands):
March 31, 2024December 31, 2023
 Amortized
Cost		Fair
 Value		Amortized
Cost		Fair
 Value
Mutual Funds$1,423 1,236 1,415 1,240 
Equity Securities10 98 10 96 
Total equity securities with a readily determinable fair value$1,433 1,334 1,425 1,336 
15
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 3 - INVESTMENT SECURITIES (continued)


Certain information concerning changes in the fair value of equity securities with a readily determinable fair value for the three and three months ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended
March 31,
20242023
Net losses recognized during the period on equity securities$(10)(31)
Less net losses recognized during the period on equity securities sold during the period— (61)
Net unrealized gains (losses) recognized during the reporting period on equity securities still held at period end$(10)30 


NOTE 4 - LOANS
 
Major classifications of loans at March 31, 2024 and December 31, 2023 were as follows (in thousands):
March 31, 2024December 31, 2023
Commercial & industrial$122,357 120,541 
Commercial, secured by real estate:
Owner occupied 208,255 206,705 
Non-owner occupied 507,109 501,108 
Farmland38,411 37,367 
Multi-family 240,411 240,033 
Construction loans secured by 1-4 family dwellings 11,674 9,058 
Construction loans secured by other real estate 91,798 111,373 
Residential real estate:
Secured by senior liens on 1-4 family dwellings 343,014 402,026 
Secured by junior liens on 1-4 family dwellings 19,469 19,999 
Home equity line-of-credit loans 36,930 38,579 
Consumer24,159 25,600 
Agricultural12,694 11,000 
Other loans, including deposit overdrafts73 82 
  Loans, gross1,656,354 1,723,471 
Less allowance for credit losses10,557 10,525 
Loans, net$1,645,797 1,712,946 

Loans in the above table are shown net of deferred origination fees and costs. Deferred origination fees, net of related costs, were $583,000 and $181,000 at March 31, 2024 and December 31, 2023, respectively.








16
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

Non-accrual loans by class of receivable as of March 31, 2024 and December 31, 2023 were as follows (in thousands):
March 31, 2024December 31, 2023
Non-accrual Loans with no Allowance for Credit LossesTotal Non-accrual LoansInterest Income RecognizedNon-accrual Loans with no Allowance for Credit LossesTotal Non-accrual LoansInterest Income Recognized
Commercial & industrial$— — — — — — 
Commercial, secured by real estate:
Owner occupied— — — — — — 
Non-owner occupied— 2,642 — — — — 
Farmland52 52 16 51 51 26 
Multi-family— — — — — — 
Construction loans secured by 1-4 family dwellings— — — — — — 
Construction loans secured by other real estate— — — — — — 
Residential real estate:
Secured by senior liens on 1-4 family dwellings25 25 1 29 29 — 
Secured by junior liens on 1-4 family dwellings— — — — — — 
Home equity line-of-credit loans— — — — — — 
Consumer— — — — — — 
Agricultural— — — — — — 
Total$77 2,719 17 80 80 26 

One commercial loan secured by real estate, non-owner occupied, was added to the non-accrual classification during the first quarter of 2024. Accrued interest reversed and charged against interest income for these loans totaled approximately $27,000.

The ratio of non-accrual loans to total loans outstanding at March 31, 2024 and December 31, 2023 was 0.16% and 0.00%, respectively.

ALLOWANCE FOR CREDIT LOSSES
The ACL is an estimate of the expected credit losses on financial assets measured at amortized cost, which is measured using relevant information about past events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. A provision for credit losses is charged to operations based on management’s periodic evaluation of these and other pertinent factors.

During the first quarter of 2023, the Company adopted ASU No. 2016-13, including the CECL methodology for estimating the ACL. This standard was adopted using a modified retrospective approach on January 1, 2023. See Note 1 - Basis of Presentation - Adoption of New Accounting Pronouncements for a summary of the impact adoption of ASU No. 2016-13 had on LCNB's ACL, retained earnings, and deferred taxes.

QUANTITATIVE CONSIDERATIONS
The ACL is primarily calculated utilizing a DCF model. Key inputs and assumptions used in this model are discussed below:
•Forecast model - For each portfolio segment, an LDA was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA utilized peer FFIEC Call Report data for all pools. The Company plans to update the LDA when materially relevant.
17
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

•Probability of default – PD is the probability that an asset will be in default within a given time frame. The Company has defined default as when a charge-off has occurred, a loan goes to non-accrual status, a loan is greater than 90 days past due, or financial difficulty modification status change. The forecast model is utilized to estimate PDs.
•Loss given default – LGD is the percentage of the asset not expected to be collected due to default. The LGD is derived from company specific and peer loss data.
•Prepayments and curtailments – Prepayments and curtailments are calculated based on the Company’s own data. This analysis is updated when materially relevant.
•Forecast and reversion – the Company as of December 31, 2023 established a two-quarter reasonable and supportable forecast period with a six-quarter straight line reversion to the long-term historical average. As of March 31, 2024, the Company established a three-quarter reasonable and supportable forecast period with a seven-quarter straight line reversion to the long-term historical average because management believes the economy has shown more stability and resiliency than previously assumed. Extending the forecast and reversion periods from previous quarters has differing effects on pools based on the economic indicators used and the relation of the selected forecast range to the historical average. For example, the historical average for the bank’s unemployment indicator is 5.85%, which is higher than the forecasted range utilized as of March 31, 2024. The extended forecast and reversion period ultimately decreases the reserve associated with the unemployment factor when compared to the historical average.
◦The historical averages for LCNB’s economic indicators are unemployment – 5.85%, change in Coincident Economic Activity – 1.83%, change in Commercial Real Estate Price Indexes – 5.50%, and change in Home Price Index – 3.42%
•Economic forecast – the Company utilizes a third party to provide economic forecasts under various scenarios, which are assessed against economic indicators and management’s observations in the market. As of December 31, 2023, the Company selected a forecast which forecasts unemployment between 4.21% and 4.55%, the change in Coincident Economic Activity between 0.62% and 1.91%, the change in Commercial Real Estate Price Indexes between -8.56% and -6.64%, and the change in the Home Price Index between 0.09% and 4.47% during the forecast periods. As of March 31, 2024, the Company selected a forecast which forecasts unemployment between 4.45% and 5.14%, the change in Coincident Economic Activity between -0.53% and 0.47%, the change in Commercial Real Estate Price Indexes between -10.17% and -3.82%, and the change in the Home Price Index between -3.92% and 2.19% during the forecast periods. Management believes that the resulting quantitative reserve appropriately balances economic indicators with identified risks.

QUALITATIVE CONSIDERATIONS
In addition to the quantitative model, management considers the need for qualitative adjustment for risks not considered in the DCF. Factors that are considered by management in determining loan collectability and the appropriate level of the ACL are listed below:
•Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the Company operates that affect the collectability of financial assets;
•The effect of other external factors such as the regulatory, legal and technological environments, competition, and events such as natural disasters or pandemics; and
•Model risk including statistical risk, reversion risk, timing risk, and model limitation risk.
•Changes in the nature and volume of the portfolio and terms of loans.
•Lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries.














18
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)


The following table presents activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2024 and 2023 (in thousands):
 Commercial
& Industrial		Commercial, Secured by
Real Estate		Residential
Real Estate		ConsumerAgriculturalOtherTotal
Three Months Ended March 31, 2024
Balance, beginning of year$1,039 5,414 3,816 238 18 — 10,525 
Provision for (recovery of) credit losses(72)1,072 (964)(11)— 52 77 
Losses charged off— — — (3)— (75)(78)
Recoveries— — — 8 — 25 33 
Balance, end of period$967 6,486 2,852 232 18 2 10,557 
Ratio of net charge-offs (recoveries) to average loans— %— %— %(0.08)%— %259.48 %0.01 %
Three Months Ended March 31, 2023
Balance, beginning of year, prior to adoption of ASC 326$1,300 3,609 624 86 22 5 5,646 
Impact of adopting ASC 326(512)1,440 836 446 (9)(5)2,196 
Provision for (recovery of) credit losses259 (122)(109)(3)(6)13 32 
Losses charged off— — — (5)— (31)(36)
Recoveries— — — 2 — 18 20 
Balance, end of period$1,047 4,927 1,351 526 7 — 7,858 
Ratio of net charge-offs to average loans— %— %— %0.01 %— %18.18 %— %



The ratio of the allowance for credit losses for loans to total loans at March 31, 2024 and December 31, 2023 was 0.64% and 0.61%, respectively.

For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, less costs to sell, and the amortized cost basis of the loan as of the measurement date.












19
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

The following table presents the carrying value and related allowance of collateral dependent individually evaluated loans by class segment at the dates indicated (in thousands):

March 31, 2024December 31, 2023
Carrying ValueRelated AllowanceCarrying ValueRelated Allowance
Commercial & industrial$3,244 — — — 
Commercial, secured by real estate:
Owner occupied783 — 72 — 
Non-owner occupied2,642 1,161 — — 
Farmland52 — 51 — 
Multi-family— — — — 
Construction loans secured by 1-4 family dwellings— — — — 
Construction loans secured by other real estate— — — 
Residential real estate:
Secured by senior liens on 1-4 family dwellings— — — — 
Secured by junior liens on 1-4 family dwellings— — — — 
Home equity line-of-credit loans— — — — 
Consumer— — — — 
Agricultural— — — — 
Other loans, including deposit overdrafts— — — — 
Total$6,721 1,161 123 — 

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

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

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

Commercial real estate loans are underwritten based on the ability of the property, in the case of income-producing property, or the borrower’s business to generate sufficient cash flow to amortize the debt. Secondary emphasis is placed upon global debt service, collateral value, financial strength and liquidity of any and all guarantors, and other factors. Commercial real estate loans are generally originated with a 75% to 85% maximum loan to appraised value ratio, depending upon borrower capacity.

20
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

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

Residential real estate loans are underwritten primarily based on the borrower’s ability to repay, prior credit history, and the value of the collateral.  LCNB generally requires private mortgage insurance for first mortgage loans that have a loan to appraised value ratio of greater than 80% or may require other credit enhancements for second lien mortgage loans.
Consumer Loans.  LCNB’s portfolio of consumer loans generally includes secured and unsecured loans to individuals for household, family and other personal expenditures.  Secured loans include loans to fund the purchase of automobiles, recreational vehicles, boats, and similar acquisitions. Consumer loans made by LCNB generally have fixed rates and terms ranging up to 72 months, depending upon the nature of the collateral, size of the loan, and other relevant factors. Consumer loans generally have higher interest rates, but pose additional risks of collectability and loss when compared to certain other types of loans. Collateral, if present, is generally subject to damage, wear, and depreciation.  The borrower’s ability to repay is of primary importance in the underwriting of consumer loans.

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

Other Loans, Including Deposit Overdrafts. Other loans may include loans that do not fit in any of the other categories, but it is primarily composed of overdrafts from transaction deposit accounts. Overdraft payments are recorded as a recovery and overdrafts are generally written off after 34 days with a negative balance.

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

•Pass – loans categorized in this category are higher quality loans that do not fit any of the other categories described below.
•Other Assets Especially Mentioned ("OAEM") – loans in this category are currently protected but are potentially weak. These loans constitute a risk but not to the point of justifying a classification of substandard.  The credit risk may be relatively minor yet constitute an undue risk in light of the circumstances surrounding a specific asset.
•Substandard – loans in this category are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the possibility that LCNB will sustain some loss if the deficiencies are not corrected.
•Doubtful – loans classified in this category have all the weaknesses inherent in loans classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
 
21
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

The following table presents the amortized cost basis of loans by vintage and credit quality indicators at March 31, 2024 and December 31, 2023 (in thousands):
Term Loans by Origination Year
 20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
March 31, 2024
Commercial & industrial
Pass$2,593 16,629 30,732 28,954 10,733 7,704 17,715 — 115,060 
OAEM— — — 1,471 — — — — 1,471 
Substandard— — 1,815 — 99 3,362 550 — 5,826 
Doubtful— — — — — — — — — 
Total2,593 16,629 32,547 30,425 10,832 11,066 18,265 — 122,357 
Gross charge-offs (1)— — — — — — — — — 
Commercial, secured by real estate
Pass10,437 103,123 186,745 154,319 104,355 369,284 150,620 — 1,078,883 
OAEM— — 2,707 — — 3,881 — — 6,588 
Substandard— — 7,604 — — 4,583 — — 12,187 
Doubtful— — — — — — — — — 
Total10,437 103,123 197,056 154,319 104,355 377,748 150,620 — 1,097,658 
Gross charge-offs (1)— — — — — — — — — 
Residential real estate
Pass6,574 48,822 64,354 84,862 51,177 106,384 33,412 — 395,585 
OAEM— — — — — 215 — — 215 
Substandard— — — 299 531 2,651 132 — 3,613 
Doubtful— — — — — — — — — 
Total6,574 48,822 64,354 85,161 51,708 109,250 33,544 — 399,413 
Gross charge-offs (1)— — — — — — — — — 
Consumer
Pass1,834 7,269 5,110 4,252 3,881 1,279 253 — 23,878 
OAEM— — — — — — — — — 
Substandard— — 72 — — 8 201 — 281 
Doubtful— — — — — — — — — 
Total1,834 7,269 5,182 4,252 3,881 1,287 454 — 24,159 
Gross charge-offs (1)— — — 2 — 1 — — 3 
Agricultural
Pass— 1,588 432 194 723 1,060 8,697 — 12,694 
OAEM— — — — — — — — — 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Total— 1,588 432 194 723 1,060 8,697 — 12,694 
Gross charge-offs (1)— — — — — — — — — 
Other
Pass— — — — — — 73 — 73 
OAEM— — — — — — — — — 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Total— — — — — — 73 — 73 
Gross charge-offs (1)— — — — — — 75 — 75 
Total loans$21,438 177,431 299,571 274,351 171,499 500,411 211,653 — 1,656,354 
(1) - for the three months ended March 31, 2024.
22
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

Term Loans by Origination Year
20232022202120202019PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
December 31, 2023     
Commercial & industrial
Pass$17,169 30,518 29,587 11,426 2,732 5,641 16,919 113 114,105 
OAEM— — 1,474 — — — — — 1,474 
Substandard— 1,813 — 105 1,592 137 1,315 — 4,962 
Doubtful— — — — — — — — — 
Total17,169 32,331 31,061 11,531 4,324 5,778 18,234 113 120,541 
Gross charge-offs (2)— — — — — 15 — — 15 
Commercial, secured by real estate
Pass99,055 200,735 156,865 109,810 92,895 283,564 141,354 6,056 1,090,334 
OAEM— 7,671 — — — 3,004 — — 10,675 
Substandard— — — — 1,648 2,987 — — 4,635 
Doubtful— — — — — — — — — 
Total99,055 208,406 156,865 109,810 94,543 289,555 141,354 6,056 1,105,644 
Gross charge-offs (2)— — — — — — — — — 
Residential real estate
Pass55,232 83,511 107,120 62,177 19,208 95,643 33,800 — 456,691 
OAEM— — — — — 18 — — 18 
Substandard— 446 — 217 — 3,062 170 — 3,895 
Doubtful— — — — — — — — — 
Total55,232 83,957 107,120 62,394 19,208 98,723 33,970 — 460,604 
Gross charge-offs (2)— — — — 4 — — — 4 
Consumer
Pass8,087 5,820 4,868 4,671 1,382 304 460 — 25,592 
OAEM— — — — — — — — — 
Substandard— — — — 8 — — — 8 
Doubtful— — — — — — — — — 
Total8,087 5,820 4,868 4,671 1,390 304 460 — 25,600 
Gross charge-offs (2)— — 62 21 — — — — 83 
Agricultural
Pass1,883 464 197 694 46 31 7,685 — 11,000 
OAEM— — — — — — — — — 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Total1,883 464 197 694 46 31 7,685 — 11,000 
Gross charge-offs (2)— — — — — — — — — 
Other
Pass— — — — — — 82 — 82 
OAEM— — — — — — — — — 
Substandard— — — — — — — — — 
Doubtful— — — — — — — — — 
Total— — — — — — 82 — 82 
Gross charge-offs (2)— — — — — — 166 — 166 
Total loans$181,426 330,978 300,111 189,100 119,511 394,391 201,785 6,169 1,723,471 
(2) - for the year ended December 31, 2023.




23
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

A loan portfolio aging analysis by class segment at March 31, 2024 and December 31, 2023 is as follows (in thousands):
 30-59 Days
Past Due		60-89 Days
Past Due		90 Days or More Past DueTotal
Past Due		CurrentTotal Loans
Receivable		90 Days or More Past Due and
Accruing
March 31, 2024
Commercial & industrial$1,793 — — 1,793 120,564 122,357 — 
Commercial, secured by real estate:
Owner occupied88 — 69 157 208,098 208,255 69 
Non-owner occupied2,642 — — 2,642 504,467 507,109 — 
Farmland— — — — 38,411 38,411 — 
Multi-family— — — — 240,411 240,411 — 
Construction loans secured by 1-4 family dwellings— — — — 11,674 11,674 — 
Construction loans secured by other real estate— — — — 91,798 91,798 — 
Residential real estate:
Secured by senior liens on 1-4 family dwellings231 289 92 612 342,402 343,014 92 
Secured by junior liens on 1-4 family dwellings— — — — 19,469 19,469 — 
Home equity line-of-credit loans81 — 31 112 36,818 36,930 31 
Consumer62 44 28 134 24,025 24,159 28 
Agricultural— — — — 12,694 12,694 — 
Other73 — — 73 — 73 — 
Total$4,970 333 220 5,523 1,650,831 1,656,354 220 
December 31, 2023       
Commercial & industrial$— — — — 120,541 120,541 — 
Commercial, secured by real estate:
Owner occupied— — 72 72 206,633 206,705 72 
Non-owner occupied2,645 — — 2,645 498,463 501,108 — 
Farms— — — — 37,367 37,367 — 
Multi-family— — — — 240,033 240,033 — 
Construction loans secured by 1-4 family dwellings— — — — 9,058 9,058 — 
Construction loans secured by other real estate— — — — 111,373 111,373 — 
Residential real estate
Secured by senior liens on 1-4 family dwellings1,020 414 29 1,463 400,563 402,026 — 
Secured by junior liens on 1-4 family dwellings27 — — 27 19,972 19,999 — 
Home equity line-of-credit loans174 30 — 204 38,375 38,579 — 
Consumer136 — — 136 25,464 25,600 — 
Agricultural— — — — 11,000 11,000 — 
Other82 — — 82 — 82 — 
Total$4,084 444 101 4,629 1,718,842 1,723,471 72 

No residential consumer mortgage loans secured by residential real estate were in the process of foreclosure at March 31, 2024 or December 31, 2023.

24
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 4 – LOANS (continued)

From time to time, the terms of certain loans are modified when concessions are granted to borrowers experiencing financial difficulties. Each modification is separately negotiated with the borrower and includes terms and conditions that reflect the borrower's ability to pay the debt as modified. The modification of the terms of such loans may have included one, or a combination of, the following: a temporary or permanent reduction of the stated interest rate of the loan, an increase in the stated rate of interest lower than the current market rate for new debt with similar risk, forgiveness of principal, an extension of the maturity date, or a change in the payment terms.

The following table presents the amortized cost basis at March 31, 2024 of loan modifications made to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted (in thousands):
Interest Rate ReductionTerm ExtensionPrincipal ForgivenessTotal ModificationsPercent of Total Class
Three Months Ended March 31, 2024    
Commercial & industrial$— 1,793 — 1,793 1.47 %
Commercial, secured by real estate, non-owner occupied— 2,642 — 2,642 0.52 %
Total$— 4,435 — 4,435 

The commercial, secured by real estate, non-owner occupied loan with an amortized balance of $2,642,000 shown in the table above subsequently defaulted on payment.

Mortgage loans sold to and serviced for the Federal Home Loan Mortgage Corporation and other investors are not included in the accompanying consolidated condensed balance sheets.  The unpaid principal balances of those loans at March 31, 2024 and December 31, 2023 were approximately $386.5 million and $391.8 million, respectively.


NOTE 5 - AFFORDABLE HOUSING TAX CREDIT LIMITED PARTNERSHIP INVESTMENTS

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

The following table presents the balances of LCNB's affordable housing tax credit investments and related unfunded commitments at March 31, 2024 and December 31, 2023 (in thousands):
 March 31,
2024		December 31,
2023
Affordable housing tax credit investment$16,950 16,950 
Less amortization4,998 4,626 
Net affordable housing tax credit investment$11,952 12,324 
Unfunded commitment$3,974 4,527 

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

LCNB expects to fund the unfunded commitment over 9.0 years.

25
LCNB CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 5 - AFFORDABLE HOUSING TAX CREDIT LIMITED PARTNERSHIP INVESTMENTS (continued)

The following table presents other information relating to LCNB's affordable housing tax credit investments for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
 20242023
Tax credits and other tax benefits recognized$443 430 
Tax credit amortization expense included in provision for income taxes372 357 


NOTE 6 - DEPOSITS
The following table presents the composition of LCNB's deposits at March 31, 2024 and December 31, 2023 (in thousands):
March 31,
2024		December 31,
2023
Demand deposits$435,580 462,267 
Interest-bearing demand and money fund deposits652,286 643,989 
Savings deposits359,683 379,162 
IRA and time certificates410,944 338,971 
Total$1,858,493 1,824,389 

Contractual maturities of time deposits at March 31, 2024 were as follows (in thousands):
Three months or less $67,736 
Over three through six months 88,753 
Over six through twelve months 119,514 
April 1, 2024 - March 31, 2025276,003 
April 1, 2025 - March 31, 2026119,970 
April 1, 2026 - March 31, 202710,196 
April 1, 2027 - March 31, 20282,449 
April 1, 2028 - March 31, 20291,366 
Thereafter960 
 $410,944 

The aggregate amount of time deposits in denominations of $250,000 or more at March 31, 2024 and December 31, 2023 was $71.7 million and $50.2 million, respectively.

26
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 7 – BORROWINGS

Long-term debt at March 31, 2024 and December 31, 2023 was as follows (dollars in thousands):
March 31, 2024December 31, 2023
AmountRateAmountRate
Term loan$11,661 4.25 %$12,154 4.25 %
FHLB long-term advances150,977 4.66 %100,969 4.87 %
$162,638 4.63 %$113,123 4.80 %

The term loan with a correspondent financial institution bears a fixed interest rate of 4.25%, amortizes quarterly, and has a final balloon payment due on June 15, 2025.

Contractual maturities of long-term debt at March 31, 2024 and December 31, 2023 were as follows ( in thousands):
March 31,
2024		December 31,
2023
Maturing within one year $8,001 4,988 
Maturing after one year through two years 9,637 13,135 
Maturing after two years through three years 35,000 25,000 
Maturing after three years through four years 45,000 25,000 
Maturing after four years through five years 45,000 25,000 
Thereafter20,000 20,000 
Total$162,638 113,123 

Short-term borrowings at March 31, 2024 and December 31, 2023 were as follows (dollars in thousands):
March 31, 2024December 31, 2023
AmountRateAmountRate
Lines of credit$— — %$21,395 6.00 %
FHLB short-term advances10,000 5.64 %76,000 5.53 %
$10,000 5.64 %$97,395 5.63 %

At March 31, 2024, LCNB Corp. had a short-term revolving line of credit arrangement with a financial institution for a maximum amount of $5 million at an interest rate equal to the Wall Street Journal Prime Rate minus 25 basis points. This agreement expires on June 15, 2024.

At March 31, 2024, LCNB had overnight line of credit borrowing arrangements with three correspondent financial institutions. Under the terms of the first arrangement, LCNB can borrow up to $30 million at an interest rate equal to the lending institution’s federal funds rate plus a spread of 50 basis points. Under the terms of the second arrangement, LCNB can borrow up to $25 million at an interest rate equal to the FOMC rate plus a spread of 25 basis points. Under the terms of the third arrangement, LCNB can borrow up to $25 million at the interest rate in effect at the time of borrowing..

All long-term and short-term advances from the FHLB of Cincinnati are secured by a blanket pledge of LCNB's 1-4 family first lien mortgage loans in the amount of approximately $422 million and $417 million at March 31, 2024 and December 31, 2023, respectively. Remaining borrowing capacity with the FHLB, including both long-term and short-term borrowings, at March 31, 2024 was approximately $118.8 million.

27
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)



NOTE 8 - LEASES

Lease expenses for offices are included in the consolidated condensed statements of income in net occupancy expense and lease expenses for equipment and ATMs are included in equipment expense. Components of lease expense for the three months ended March 31, 2024 were as follows (in thousands):
Three Months Ended 
March 31,
20242023
Operating lease expense$226 181 
Short-term lease expense19 30 
Variable lease expense4 1 
Other7 5 
Total lease expense$256 217 

Other information related to leases at March 31, 2024 were as follows (dollars in thousands):
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$228 
Right-of-use assets obtained in exchange for new operating lease liabilities$— 
Weighted average remaining lease term in years for operating leases33.3
Weighted average discount rate for operating leases3.55 %


NOTE 9 – INCOME TAXES

A reconciliation between the statutory income tax and LCNB's effective tax rate on income from continuing operations follows:
 Three Months Ended March 31,
 20242023
Statutory tax rate21.0 %21.0 %
Increase (decrease) resulting from:  
Tax exempt interest(1.2)%(0.7)%
Tax exempt income on bank-owned life insurance(3.0)%(1.1)%
Captive insurance premium income(3.3)%(1.0)%
Affordable housing tax credit limited partnerships (3.2)%(1.4)%
Nondeductible merger-related expenses3.3 %— %
Other, net0.4 %1.0 %
Effective tax rate14.0 %17.8 %


28
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)



NOTE 10 - 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.  These financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.  Exposure to credit loss in the event of nonperformance by the other parties to financial instruments for commitments to extend credit is represented by the contract amount of those instruments.

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

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

Financial instruments whose contract amounts represent off-balance-sheet credit risk at March 31, 2024 and December 31, 2023 were as follows (in thousands):
March 31, 2024December 31, 2023
Commitments to extend credit:
Commercial loans$32,215 28,111 
Other loans  
Fixed rate22,028 15,349 
Adjustable rate2,232 1,946 
Unused lines of credit:  
Fixed rate19,294 21,532 
Adjustable rate209,901 184,056 
Unused overdraft protection amounts on demand accounts16,386 16,418 
Standby letters of credit5 5 
Total commitments$302,061 267,417 

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

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

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









29
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 10 – COMMITMENTS AND CONTINGENT LIABILITIES (continued)

Activity in the allowance for credit losses on off-balance sheet credit exposures for the three months ended March 31, 2024 and 2023 is as follows (in thousands):
Three Months Ended March 31,
20242023
Balance, beginning of period$281 — 
Impact of adopting ASC 326— 571 
Provision for (recovery of) credit losses48 (89)
Balance, end of period$329 482 

Capital expenditures include the construction or acquisition of new office buildings, improvements to LCNB's offices, purchases of furniture and equipment, and additions or improvements to LCNB's information technology system. Commitments outstanding for capital expenditures as of March 31, 2024 totaled approximately $2.3 million.

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

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


NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended March 31,
 Unrealized Losses on Available-for-Sale Debt SecuritiesChanges in Pension Plan Assets and Benefit ObligationsTotal
2024
Balance at beginning of period$(22,281)(55)(22,336)
Other comprehensive income (loss), net of taxes(1,287)— (1,287)
Reclassifications169 — 169 
Balance at end of period$(23,399)(55)(23,454)
2023   
Balance at beginning of period$(29,927)(27)(29,954)
Other comprehensive (loss) income, net of taxes4,950 — 4,950 
Balance at end of period$(24,977)(27)(25,004)






30
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE LOSS (continued)
 

Reclassifications out of accumulated other comprehensive loss during the three months ended March 31, 2024 and 2023 and the affected line items in the condensed consolidated statements of income were as follows (in thousands):

Three Months Ended 
March 31,		Affected Line Item in the Consolidated Condensed Statements of Income
 20242023
Realized losses from sales of debt securities, available-for-sale$(214)— Net losses from sales of debt securities, available-for-sale
Income tax benefit(45)— Provision for income taxes
Reclassification adjustment, net of taxes$(169)— 


NOTE 12 – RETIREMENT PLANS
 
LCNB participates in a noncontributory defined benefit multi-employer retirement plan that covers substantially all regular full-time employees hired before January 1, 2009. Employees hired before this date who received a benefit reduction under certain amendments to the defined benefit retirement plan receive an automatic contribution of 5% or 7% of their annual compensation, depending on the sum of an employee's age and vesting service, into their defined contribution plans (401(k) plans), regardless of the contributions made by the employees.  These contributions are made annually and these employees do not receive any employer matches to their 401(k) contributions.

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

Funding and administrative costs of the qualified noncontributory defined benefit retirement plan and 401(k) plan charged to pension and other employee benefits in the consolidated condensed statements of income for the three-month period ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended 
March 31,
 20242023
Qualified noncontributory defined benefit retirement plan$327 339 
401(k) plan220 200 

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

The net periodic pension cost of the nonqualified defined benefit retirement plan consists solely of interest cost of $18,000 and $19,000 for the three months ended March 31, 2024 and 2023, respectively.


31
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)



NOTE 13 – STOCK BASED COMPENSATION
 
The 2015 Ownership Incentive Plan (the "2015 Plan") was ratified by LCNB's shareholders at the annual meeting on April 28, 2015 and allows for stock-based awards to eligible employees, as determined by the Compensation Committee of the Board of Directors. Awards may be made in the form of stock options, appreciation rights, restricted shares, and/or restricted share units. The 2015 Plan provides for the issuance of up to 450,000 shares of common stock. The 2015 Plan will terminate on April 28, 2025 and could be subject to earlier termination by the Board Compensation Committee.

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

Restricted stock awards granted under the 2015 Plan during the three months ended March 31, 2024 and 2023 were as follows:
20242023
  
 
Shares		Weighted Average Grant Date Fair Value 
 
Shares		Weighted Average Grant Date Fair Value
Outstanding, January 1,79,017 $17.94 58,314 $17.99 
Granted41,703 13.87 44,150 17.84 
Vested(36,127)16.39 (21,624)17.86 
Forfeited— — — — 
Outstanding, March 31,84,593 $16.59 80,840 $17.94 

The following table presents expense recorded in salaries and employee benefits for restricted stock awards and the related tax information for the three months ended March 31, 2024 and 2023 (in thousands):
 Three Months Ended 
March 31,
20242023
Restricted stock expense$315 316 
Tax effect66 66 

Unrecognized compensation expense for restricted stock awards was $1,189,000 at March 31, 2024 and is expected to be recognized over a period of 4.9 years.


NOTE 14 – EARNINGS PER COMMON SHARE
 
LCNB has granted restricted stock awards with non-forfeitable dividend rights, which are considered participating securities. Accordingly, earnings per share is computed using the two-class method as required by ASC No. 260-10-45. Basic earnings per common share is calculated by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding during the period, which excludes the participating securities.  Diluted earnings per common share is adjusted for the dilutive effects of stock options, warrants, and restricted stock.  The diluted average number of common shares outstanding has been increased for the assumed exercise of stock options and warrants with proceeds used to purchase treasury shares at the average market price for the period.  

32
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 14 - EARNINGS PER COMMON SHARE (continued)
Earnings per share for the three months ended March 31, 2024 and 2023 were calculated as follows (dollars in thousands, except share and per share data):
Three Months Ended 
March 31,
 20242023
Net income$1,915 4,157 
Less allocation of earnings and dividends to participating securities12 30 
Net income allocated to common shareholders$1,903 4,127 
Weighted average common shares outstanding, gross13,196,895 11,270,010 
Less average participating securities84,593 80,840 
Adjusted weighted average number of shares outstanding used in the calculation of basic and diluted earnings per common share13,112,302 11,189,170 
Earnings per common share:  
Basic$0.15 0.37 
Diluted0.15 0.37 


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 from the sale of an asset in an orderly transaction between market participants at the measurement date.

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

EQUITY SECURITIES WITH A READILY DETERMINABLE FAIR VALUE
Equity securities with a readily determinable fair value are reported at fair value with changes in fair value reported in other operating income in the consolidated condensed statements of income. Fair values for equity securities are determined based on market quotations (level 1). LCNB has an investment in a mutual fund that is measured at fair value using net asset values, which are considered level 1 because the net asset values are determined and published and are the basis for current transactions.






33
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 15 - FAIR VALUE MEASUREMENTS (continued)
DEBT SECURITIES, AVAILABLE-FOR-SALE
The majority of LCNB's financial debt securities are classified as available-for-sale.  The securities are reported at fair value with unrealized holding gains and losses reported net of income taxes in accumulated other comprehensive income. LCNB utilizes a pricing service for determining the fair values of its debt securities.  Methods and significant assumptions used to estimate fair value were as follows:

•Fair values for U.S. Treasury notes are determined based on market quotations (level 1).
•Fair values for the other debt securities are calculated using the discounted cash flow method for each security.  The discount rates for these cash flows are estimated by the pricing service using rates observed in the market (level 2). Cash flow streams are dependent on estimated prepayment speeds and the overall structure of the securities given existing market conditions.  

ASSETS RECORDED AT FAIR VALUE ON A NONRECURRING BASIS
Assets that may be recorded at fair value on a nonrecurring basis include individually evaluated collateral dependent loans (or impaired loans prior to the adoption of ASC 326), other real estate owned, and other repossessed assets.

LCNB does not record loans at fair value on a recurring basis. However, from time to time, nonrecurring fair value adjustments to collateral dependent loans are recorded to reflect partial write-downs or specific reserves that are based on the observable market price or current estimated value of the collateral. These loans are reported in the nonrecurring table below at initial recognition of significant borrower distress and on an ongoing basis until recovery or charge-off. The fair values of distressed loans are determined using either the sales comparison approach or income approach. Respective unobservable inputs for the approaches consist of adjustments for differences between comparable sales and the utilization of appropriate capitalization rates.































34
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED 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 March 31, 2024 and December 31, 2023 (in thousands):
Fair Value Measurements at the End of
the Reporting Period Using
 Fair Value MeasurementsQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
March 31, 2024
Recurring fair value measurements:
Equity securities with a readily determinable fair value:
     Equity securities$98 98 — — 
     Mutual funds measured at net asset value1,236 1,236 — — 
Debt securities, available-for-sale:
     U.S. Treasury notes67,806 67,806 — — 
     U.S. Agency notes80,590 — 80,590 — 
     Corporate bonds6,626 — 6,626 — 
     U.S. Agency mortgage-backed securities69,793 — 69,793 — 
     Municipal securities:   
          Non-taxable4,403 — 4,403 — 
          Taxable33,568 — 33,568 — 
Total recurring fair value measurements$264,120 69,140 194,980 — 
Nonrecurring fair value measurements:   
Individually evaluated loans$1,483 — — 1,483 
     Total nonrecurring fair value measurements$1,483 — — 1,483 
December 31, 2023    
Recurring fair value measurements:    
Equity securities with a readily determinable fair value:
     Equity securities$96 96 — — 
     Mutual funds— — — — 
     Mutual funds measured at net asset value1,240 1,240 — — 
Debt securities, available-for-sale:    
     U.S. Treasury notes68,202 68,202 — — 
     U.S. Agency notes80,901 — 80,901 — 
     Corporate bonds6,534 — 6,534 — 
     U.S. Agency mortgage-backed securities72,790 — 72,790 — 
     Municipal securities:    
          Non-taxable7,171 — 7,171 — 
          Taxable41,003 — 41,003 — 
Total recurring fair value measurements$277,937 69,538 208,399 — 
Nonrecurring fair value measurements:    
Individually evaluated loans$— — — — 
     Total nonrecurring fair value measurements$— — — — 


35
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 15 - FAIR VALUE MEASUREMENTS (continued)
The following table presents quantitative information about unobservable inputs used in nonrecurring level 3 fair value measurements at March 31, 2024 and December 31, 2023 (dollars in thousands):
Range
Fair ValueValuation TechniqueUnobservable InputsHighLowWeighted Average
March 31, 2024
Individually evaluated collateral dependent loans$1,483 Estimated sales priceAdjustments for comparable properties, discounts to reflect current market conditionsNot applicable

Carrying amounts and estimated fair values of financial instruments as of March 31, 2024 and December 31, 2023 were as follows (in thousands):
 Fair Value Measurements at the End of
the Reporting Period Using
Carrying
Amount		Fair
Value		Quoted
Prices
in Active
Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
March 31, 2024
FINANCIAL ASSETS:
Cash and cash equivalents$32,951 32,951 32,951 — — 
Debt securities, held-to-maturity, net16,746 16,923 — — 16,923 
Loans, net1,645,797 1,460,905 — — 1,460,905 
  Accrued interest receivable9,115 9,115 — 9,115 — 
FINANCIAL LIABILITIES:  
Deposits1,858,493 1,858,750 1,447,549 411,201 — 
Short-term borrowings10,000 10,000 — 10,000 — 
Long-term debt162,638 161,588 — 161,588 — 
  Accrued interest payable1,972 1,972 — 1,972 — 
December 31, 2023
FINANCIAL ASSETS:
Cash and cash equivalents$39,723 39,723 39,723 — — 
Debt securities, held-to-maturity, net16,858 15,679 — — 15,679 
Loans, net1,712,946 1,534,406 — — 1,534,406 
  Accrued interest receivable8,405 8,405 — 8,405 — 
FINANCIAL LIABILITIES:  
Deposits1,824,389 1,824,105 1,485,418 338,687 — 
Short-term borrowings97,395 97,395 — 97,395 — 
Long-term debt113,123 112,986 — 112,986 — 
Accrued interest payable1,697 1,697 — 1,697 — 

The fair values of off-balance-sheet financial instruments such as loan commitments and letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements. The fair values of such instruments were not material at March 31, 2024 and December 31, 2023.
36
LCNB CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Continued)

NOTE 15 - FAIR VALUE MEASUREMENTS (continued)
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.


NOTE 16 - SUBSEQUENT EVENT

During April 2024 LCNB decided to consolidate its Miami Heights Office, located at 7553 Bridgetown Road, Cincinnati, Ohio into its Bridgetown Road Office, located at 6415 Bridgetown Road, Cincinnati, Ohio. The consolidation will occur at the close of business on Wednesday, July 31, 2024. LCNB recently acquired the Miami Heights Office through the merger with CNNB and then acquired the Bridgetown Road Office through the merger with EFBI and they are in close proximity to each other. Deposit and loan accounts held at the Miami Heights Office will automatically be transferred to the Bridgetown Road Office. LCNB does not expect the consolidation will have a material impact on it results of consolidated operations or financial position. The Miami Heights Office building will be marketed for sale and the resulting gain or loss from the sale is not expected to be material.
37

LCNB CORP. AND SUBSIDIARIES

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

Certain statements made in this document regarding LCNB’s financial condition, results of operations, plans, objectives, future performance and business, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by the fact they are not historical facts and include words such as “anticipate”, “could”, “may”, “feel”, “expect”, “believe”, “plan”, and similar expressions. Please refer to LCNB’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

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

1.the success, impact, and timing of the implementation of LCNB’s business strategies;
2.LCNB’s ability to integrate recent and future acquisitions may be unsuccessful or may be more difficult, time-consuming, or costly than expected;
3.LCNB may incur increased loan charge-offs in the future and the allowance for credit losses may be inadequate;
4.LCNB may face competitive loss of customers;
5.changes in the interest rate environment, which may include further interest rate increases, may have results on LCNB’s operations materially different from those anticipated by LCNB’s market risk management functions;
6.changes in general economic conditions and increased competition could adversely affect LCNB’s operating results;
7.changes in regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact LCNB’s operating results;
8.LCNB may experience difficulties growing loan and deposit balances;
9.United States trade relations with foreign countries could negatively impact the financial condition of LCNB's
customers, which could adversely affect LCNB's operating results and financial condition;
10.global geopolitical relations and/or conflicts could create financial market uncertainty and have negative impacts on commodities and currency, which could adversely affect LCNB's operating results and financial condition;
11.difficulties with technology or data security breaches, including cyberattacks, could negatively affect LCNB's ability to conduct business and its relationships with customers, vendors, and others;
12.adverse weather events and natural disasters and global and/or national epidemics could negatively affect LCNB's customers given its concentrated geographic scope, which could impact LCNB's operating results; and
13.government intervention in the U.S. financial system, including the effects of legislative, tax, accounting, and regulatory actions and reforms, including the Dodd-Frank Act, the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, changes in deposit insurance premium levels, and any such future regulatory actions or reforms. 

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









38

LCNB CORP. AND SUBSIDIARIES

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

The accounting policies of LCNB conform to U.S. generally accepted accounting principles and require management to make estimates and develop assumptions that affect the amounts reported in the financial statements and related footnotes. These estimates and assumptions are based on information available to management as of the date of the financial statements. Actual results could differ significantly from management’s estimates. As this information changes, management’s estimates and assumptions used to prepare LCNB’s financial statements and related disclosures may also change. The most significant accounting policies followed by LCNB are presented in Note 1 of the Notes to Consolidated Financial Statements included in LCNB's 2023 Annual Report on Form 10-K filed with the SEC. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the items described below to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new information becomes available.

Business Combinations. Assets acquired, including identified intangible assets such as core deposit intangibles, and liabilities assumed as a result of a merger or acquisition transaction are recorded at their estimated fair values. The difference between the consideration paid and the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Management engages third-party specialists to assist in the development of fair value estimates. Significant estimates and assumptions used to value acquired assets and liabilities assumed include, but are not limited to, projected cash flows, future growth rates, repayment rates, default rates and losses assuming default, discount rates, and realizable collateral values. The allowance for credit losses for PCD loans is recognized within acquisition accounting. The allowance for credit losses for non-PCD assets is recognized as provision for credit losses in the same reporting period as the merger or acquisition. Fair value adjustments are amortized or accreted into the income statement over the estimated lives of the acquired assets and assumed liabilities. The purchase date valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with the merger or acquisition.

Preliminary estimates of fair values may be adjusted for a period of time no greater than one year subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments recorded during this period are recognized in the current reporting period.

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

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU (as subsequently amended by ASU 2018-19) significantly changed how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This standard replaced the “incurred loss” approach with an “expected loss” model. Referred to as the CECL model, this standard applies to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. The standard also expanded disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance. In addition, entities need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.






39

LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
LCNB adopted CECL effective January 1, 2023 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with the incurred loss accounting standards. The transition adjustment of the CECL adoption included an increase in the allowance of $2.4 million, and a $1.9 million decrease to the retained earnings account to reflect the cumulative effect of adopting CECL on the Consolidated Balance Sheet, with the $0.5 million tax impact portion being recorded as part of the deferred tax asset in other assets in the condensed consolidated balance sheet.

Accounting for Intangibles. LCNB’s intangible assets are composed primarily of goodwill and core deposit intangibles related to acquisitions of other financial institutions.

Accounting rules require LCNB to determine the fair value of all the assets and liabilities of an acquired entity and to record their fair values on the date of acquisition. LCNB employs a variety of means in determining fair values, including the use of discounted cash flow analysis, market comparisons and projected future revenue streams. For those items for which management concludes that LCNB has the appropriate expertise to determine fair value, management may choose to use its own calculation of fair value. In other cases, where the fair value is not readily determined, consultation with outside parties is used to determine fair value. Once valuations have been determined, the net difference between the price paid for the acquired entity and the fair value of the balance sheet is recorded as goodwill. Goodwill is assessed at least annually for impairment, with any such impairment recognized in the period identified. A more frequent assessment is performed if there are material
changes in the market place or within the organizational structure.

Core deposit intangibles acquired from business combinations are initially measured at their estimated fair values and are then amortized on a straight-line basis over their estimated useful lives. Management evaluates whether triggering events or circumstances have occurred that indicate the remaining useful life or carrying value of the amortizing intangible should be revised.

Fair Value Accounting for Debt Securities. Debt securities classified as available-for-sale are recorded at fair value with unrealized gains and losses recorded in other comprehensive income (loss), net of tax. Available-for-sale debt securities in unrealized loss positions are evaluated to determine if the decline in fair value should be recorded in income or in other comprehensive income (loss). LCNB first determines if it intends to sell or if it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either criteria is met, the security's amortized cost basis is written down to fair value through income. If neither of these criteria is met, LCNB evaluates whether the decline in fair value resulted from credit factors. In making this determination, management considers, among other factors, the extent to which fair value is less than the amortized cost basis, any changes to the rating of the security by rating agencies, and any adverse conditions specifically related to the security or issuer. If the present value of cash flows expected to be collected is less than the amortized cost basis, a provision is recorded to the allowance for credit losses. Any decline in fair value not recorded through an allowance for credit losses is recognized in accumulated other comprehensive income (loss), net of applicable taxes.

Results of Operations

Net income for the three months ended March 31, 2024 was $1,915,000 (total basic and diluted earnings per share of $0.15). This compares to net income of $4,157,000 (total basic and diluted earnings per share of $0.37) for the same three-month period in 2023. Results for the 2024 period were affected by the acquisition of Cincinnati Federal Bancorp on November 1, 2023.

Net interest income for the three months ended March 31, 2024 and 2023 was $13,895,000 and $13,942,000, respectively. The decrease in net interest income was primarily due to interest paid on higher amounts of average interest-bearing demand and money market deposits, IRA and time certificates, and long-term borrowings and to higher interest expense associated with the rapid year-over-year increase in the Effective Federal Funds Rate. These increases in interest expense were partially offset by increased interest income from higher average loan balances and an increase in the average rate earned on the loan portfolio. The higher average loan and deposit balances during 2024 period were partially due to the acquisition of Cincinnati Federal. LCNB's tax equivalent net interest margin for the first three months of 2024 was 2.73%, compared to 3.28% for the same period last year.

40

LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
LCNB recorded a provision for credit losses of $125,000 for the three months ended March 31, 2024. This compares to a net recovery of credit losses of $57,000 for the three months ended March 31, 2023.
Non-interest income for the three months ended March 31, 2024 and 2023 was $3,929,000 and $3,581,000, respectively. The increase was primarily due to higher amounts of fiduciary income and net gains recognized on the sale of residential mortgage loans.

Non-interest expense for the three months ended March 31, 2024 was $15,472,000, compared to $12,525,000 for the same three-month period in 2023. The increase was primarily due to higher expenses associated with the additional personnel and offices resulting from the acquisition of Cincinnati Federal and to one-time expenses totaling $775,000 associated with the Cincinnati Federal and EFBI acquisitions.

41

LCNB CORP. AND SUBSIDIARIES

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

LCNB's primary source of earnings is net interest income, which is the difference between earnings from loans and other investments and interest paid on deposits and other liabilities.  The following table presents, for the three months ended March 31, 2024 and March 31, 2023, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid.
Three Months Ended March 31,
20242023
Average
Outstanding
Balance		Interest
Earned/
Paid		Average
Yield/
Rate		Average
Outstanding
Balance		Interest
Earned/
Paid		Average
Yield/
Rate
(Dollars in thousands)
Loans (1)$1,722,568 22,682 5.30 %$1,389,385 16,143 4.71 %
Interest-bearing demand deposits23,317 324 5.59 %12,500 157 5.09 %
Federal Reserve Bank stock5,509 (4)(0.29)%4,652 — — %
Federal Home Loan Bank stock16,239 341 8.45 %6,796 62 3.70 %
Investment securities:
Equity securities4,995 40 3.22 %4,337 37 3.46 %
Debt securities, taxable265,164 1,232 1.87 %286,369 1,343 1.90 %
Debt securities, non-taxable (2)18,864 181 3.86 %24,969 223 3.62 %
Total earnings assets2,056,656 24,796 4.85 %1,729,008 17,965 4.21 %
Non-earning assets248,633 200,256 
Allowance for credit losses(10,523)(7,522)
Total assets$2,294,766 $1,921,742 
Interest-bearing demand and money market deposits$643,199 3,917 2.45 %$505,382 1,245 1.00 %
Savings deposits368,049 206 0.23 %415,873 139 0.14 %
IRA and time certificates370,130 4,067 4.42 %185,297 1,072 2.35 %
Short-term borrowings65,052 935 5.78 %94,591 1,304 5.59 %
Long-term debt150,177 1,738 4.65 %18,983 216 4.61 %
Total interest-bearing liabilities1,596,607 10,863 2.74 %1,220,126 3,976 1.32 %
Demand deposits443,168 477,305 
Other liabilities19,872 21,892 
Equity235,119 202,419 
Total liabilities and equity$2,294,766 $1,921,742 
Net interest rate spread (3)2.11 %2.89 %
Net interest income and net interest margin on a taxable-equivalent basis (4)13,933 2.72 %13,989 3.28 %
Ratio of interest-earning assets to interest-bearing liabilities128.81 %141.71 %

(1)Includes non-accrual loans and loans held for sale
(2) Income from tax-exempt securities is included in interest income on a taxable-equivalent basis.  Interest income has been divided by a factor comprised of the complement of the incremental tax rate of 21%.
(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.




42

LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the three months ended March 31, 2024 as compared to the same period in 2023.  Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each.
Three Months Ended 
March 31, 2024 vs. 2023
Increase (decrease) attributable to:
 VolumeRateTotal
 (In thousands)
Interest-earning Assets:
Loans$4,203 2,336 6,539 
Interest-bearing demand deposits149 18 167 
Federal Reserve Bank stock— (4)(4)
Federal Home Loan Bank stock144 135 279 
Investment securities: 
Equity securities5 (2)3 
Debt securities, taxable(99)(12)(111)
Debt securities, non-taxable(58)16 (42)
Total interest income4,344 2,487 6,831 
Interest-bearing Liabilities:  
Interest-bearing demand and money market deposits418 2,254 2,672 
Savings deposits(18)85 67 
IRA and time certificates1,575 1,420 2,995 
Short-term borrowings(422)53 (369)
Long-term debt1,518 4 1,522 
Total interest expense3,071 3,816 6,887 
Net interest income$1,273 (1,329)(56)

Net interest income on a fully taxable-equivalent basis for the three months ended March 31, 2024 totaled $13,933,000, a decrease of $56,000 from the comparable period in 2023.  Total interest income increased $6,831,000, which was more than offset by an increase in total interest expense of $6,887,000.

The $6,831,000 increase in total interest income was due primarily to a $6,539,000 increase in loan interest income. The increase in loan interest income was primarily due to a net 59 basis point (a basis point equals 0.01%) increase in the average rate earned on the loan portfolio due to higher market rates and secondarily to a $333.2 million increase in average loan balances. Loan balances increased due to organic growth in the loan portfolio and to loans acquired in the merger with Cincinnati Federal.

The $6,887,000 increase in total interest expense was primarily due to a $2,672,000 increase in interest expense for interest-bearing demand and money market deposits, a $2,995,000 increase in interest expense for IRA and time certificates, and a $1,522,000 increase in interest expense for long-term debt. Interest expense on interest-bearing demand and money market deposits increased primarily due to a 145 basis point increase in the average rate paid for these deposits and secondarily to a $138.8 million increase in average deposit balances. Interest expense on IRA and time certificates increased due to a $184.8 million increase in average deposit balances and to a 207 basis point increase in the average rate paid. Deposit balances increased due to a combination of organic growth and to balances obtained in the merger with Cincinnati Federal.

43

LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Interest expense on long-term debt increased primarily due to a $131.2 million increase in the average balance outstanding caused by new FHLB advances, which were used to pay down short-term borrowings, promote loan growth, and increase liquidity.

Increases in market rates during 2022 through the first quarter of 2024 were primarily caused by FOMC increases in the Targeted Federal Funds rate. The Targeted Federal Funds rate increased by 425 basis points during 2022 and by an additional 100 basis points during 2023.
Provision and Allowance For Credit Losses

LCNB continuously reviews the loan portfolio for credit risk through the use of its lending and loan review functions. Independent loan reviews analyze specific loans, providing validation that credit risks are appropriately identified, graded, and reported to the Loan Committee, Board of Directors, and the Audit Committee of the Board of Directors. New credits meeting specific criteria are analyzed prior to origination and are reviewed by the Loan Committee, the Loan Committee of the Board of Directors, and the Board of Directors.

The total provision for credit losses is determined based upon management's evaluation as to the amount needed to maintain the allowance for credit losses at a level considered appropriate in relation to the risk of losses inherent in the portfolio. For analysis purposes, the loan portfolio is separated into pools of similar loans. These pools include commercial and industrial loans, owner occupied commercial real estate loans, non-owner occupied commercial real estate loans, real estate loans secured by farms, real estate loans secured by multi-family dwellings, residential real estate loans secured by senior liens on 1-4 family dwellings, residential real estate loans secured by junior liens on 1-4 family dwellings, home equity line of credit loans, consumer loans, loans for agricultural purposes not secured by real estate, construction loans secured by 1-4 family dwellings, construction loans secured by other real estate, and several smaller classifications. Within each pool of loans, LCNB examines a variety of factors to determine the adequacy of the allowance for credit losses, including historic charge-off percentages, overall pool quality, a review of specific problem loans, current economic trends and conditions that may affect borrowers' ability to pay, and the nature, volume, and consistency of the loan pool.

LCNB recorded a provision for credit losses of $125,000 for the first quarter of 2024 and a net recovery of credit losses of $57,000 for the comparable in 2023. The provision for the 2024 period included a provision for credit losses on loans of $77,000 and a provision for off-balance-sheet credit exposures of $48,000. The 2023 net recovery was due to a recovery of $89,000 on off-balance sheet credit exposures, partially offset by a provision for credit losses of $32,000 on loans.

The provision for credit losses on loans during the 2024 period includes an increase in the allowance for a loan that was individually evaluated for the first time. This increase was largely offset by a recovery of credit losses in the pooled real estate mortgage loan category. The residential real estate mortgage loan category had a recovery of credit losses primarily due to a decrease in loss rates partially reflecting a change in qualitative factors and to a decrease in loan balances largely due to a transfer to the loans held for sale category.

Calculating an appropriate level for the allowance and provision for credit losses involves a high degree of management judgment and is, by its nature, imprecise. Revisions may be necessary as more information becomes available.

Net charge-offs for the three months ended March 31, 2024 totaled $45,000, compared to net charge-offs of $16,000 for the same period in 2023.










44

LCNB CORP. AND SUBSIDIARIES

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

A comparison of non-interest income for the three months ended March 31, 2024 and March 31, 2023 is as follows (in thousands):
Three Months Ended 
March 31,
 20242023Difference
Fiduciary income$1,973 1,740 233 
Service charges and fees on deposit accounts1,384 1,482 (98)
Net losses from sales of debt securities, available-for-sale(214)— (214)
Bank-owned life insurance income318 271 47 
Net gains from sales of loans522 6 516 
Other operating income (loss)(54)82 (136)
Total non-interest income$3,929 3,581 348 

Reasons for changes include:
•Fiduciary income increased primarily due to increases in the fair values of trust and brokerage assets managed, on which fees are based. The increases in fair value are due to the opening of new Wealth Management customer accounts and to an increase in the market values of managed assets.
•Service charges and fees on deposit accounts decreased primarily due to decreases in several fee categories, including overdraft fees, ATM usage fees, and deposit account fees in general. LCNB reduced overdraft fees from $35 per occurrence to $25 effective November 1, 2023.
•Net losses from sales of debt securities during 2024 reflect losses recognized on the sale of municipal securities with an amortized cost basis of approximately $9.8 million.
•Net gains from sales of loans increased due to a higher volume of residential real estate loan sales.
•Other operating income decreased primarily due to an increase in amortization of capitalized mortgage servicing rights, which amortization is netted for accounting purposes against fee income recognized from the servicing of sold residential mortgage loans.

Non-Interest Expense

A comparison of non-interest expense for the three months ended March 31, 2024 and March 31, 2023 is as follows (in thousands):
Three Months Ended 
March 31,
 20242023Difference
Salaries and employee benefits$8,554 7,349 1,205 
Equipment expenses390 361 29 
Occupancy expense, net1,005 963 42 
State financial institutions tax428 397 31 
Marketing174 192 (18)
Amortization of intangibles236 111 125 
FDIC insurance premiums, net504 215 289 
Contracted services784 641 143 
Merger-related expenses775 — 775 
Other non-interest expense2,622 2,296 326 
Total non-interest expense$15,472 12,525 2,947 




45

LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Reasons for changes include:
•Salaries and employee benefits increased in 2024 due to overall wage and benefit increases, an increased number of employees due to the acquisition of Cincinnati Federal, higher sales commissions, and higher health insurance costs.
•Amortization of intangibles increased due to the amortization of core deposit intangibles recognized from the acquisition of Cincinnati Federal.
•FDIC insurance premiums increased due to a higher assessment base, partially reflecting increased assets resulting from the acquisition of Cincinnati Federal, and to an increase in the assessment rate charged.
•Contracted services increased because of higher fees paid for LCNB's loan operations system, outside data services, and recruitment firm services. The increases reflect LCNB's continuing commitment to human and technology resources to meet increasing customer needs.
•Merger-related expenses reflect costs incurred in connection with the acquisition of Cincinnati Bancorp, Inc., which closed on November 1, 2023, and with the acquisition of Eagle Financial Bancorp, Inc., which closed on April 12, 2024.
•Other non-interest expense increased due to general increases in a number of miscellaneous accounts.

Income Taxes

LCNB's effective tax rate for the three months ended March 31, 2024 was 14.0%, compared to 17.8% for the respective three months ended March 31, 2023.  The difference between the statutory rate of 21% and the effective tax rates is primarily due to tax-exempt interest income from municipal securities, tax-exempt earnings from bank-owned life insurance, tax-exempt earnings from LCNB Risk Management, Inc., and tax credits and losses related to investments in affordable housing tax credit limited partnerships. The effective tax rate for 2024 was lower due tax-exempt items not decreasing in proportion to the overall decrease in earnings.
































46

LCNB CORP. AND SUBSIDIARIES

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

A comparison of balance sheet line items at March 31, 2024 and December 31, 2023 is as follows (dollars in thousands):
 March 31, 2024December 31, 2023Difference $Difference %
ASSETS:
Total cash and cash equivalents$32,951 39,723 (6,772)(17.05)%
Investment securities:
Equity securities with a readily determinable fair value, at fair value1,334 1,336 (2)(0.15)%
Equity securities without a readily determinable fair value, at cost3,666 3,666 — — %
Debt securities, available-for-sale, at fair value262,786 276,601 (13,815)(4.99)%
Debt securities, held-to-maturity, net, at cost16,746 16,858 (112)(0.66)%
Federal Reserve Bank stock, at cost5,774 5,086 688 13.53 %
Federal Home Loan Bank stock, at cost16,469 15,176 1,293 8.52 %
Loans, net1,645,797 1,712,946 (67,149)(3.92)%
Loans held for sale75,581 — 75,581 NM
Premises and equipment, net36,690 36,302 388 1.07 %
Operating lease right-of-use assets5,838 6,000 (162)(2.70)%
Goodwill79,559 79,509 50 0.06 %
Core deposit and other intangibles8,903 9,494 (591)(6.22)%
Bank-owned life insurance50,165 49,847 318 0.64 %
Interest receivable9,115 8,405 710 8.45 %
Other assets31,777 30,643 1,134 3.70 %
Total assets$2,283,151 2,291,592 (8,441)(0.37)%
LIABILITIES:
Deposits:
Non-interest-bearing$435,580 462,267 (26,687)(5.77)%
Interest-bearing1,422,913 1,362,122 60,791 4.46 %
Total deposits1,858,493 1,824,389 34,104 1.87 %
Short-term borrowings10,000 97,395 (87,395)(89.73)%
Long-term debt162,638 113,123 49,515 43.77 %
Operating lease liabilities6,123 6,261 (138)(2.20)%
Accrued interest and other liabilities12,234 15,121 (2,887)(19.09)%
Total liabilities2,049,488 2,056,289 (6,801)(0.33)%
SHAREHOLDERS' EQUITY:
  Common shares174,082 173,637 445 0.26 %
  Retained earnings139,050 140,017 (967)(0.69)%
  Treasury shares, at cost(56,015)(56,015)— — %
  Accumulated other comprehensive loss, net of taxes(23,454)(22,336)(1,118)5.01 %
  Total shareholders' equity233,663 235,303 (1,640)(0.70)%
  Total liabilities and shareholders' equity$2,283,151 2,291,592 (8,441)(0.37)%

Reasons for changes include:
•Available-for-sale debt securities decreased due to maturities, paydowns, sales, calls, and decreases in market valuation. Purchases of new securities were minimal during 2024.
•Net loans decreased primarily due the transfer of loans totaling approximately $64.9 million to the held for sale category.
47

LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
•Loans held for sale represent a portfolio of loans that are scheduled to be sold with servicing rights to an investor during the second quarter 2024.
•Total deposits increased slightly during the first three months of 2024. There was, however significant movement from non-interest-bearing deposits to interest-bearing deposits during 2023 and 2024, reflecting the increase in market rates.
•Long-term debt increased due to additional advances from the FHLB of Cincinnati. The new debt was used to pay down short-term borrowings and to support growth in liquidity and the loan portfolio.
•Accrued interest and other liabilities decreased due to a combination of decreases in accrued bonuses and a decrease in LIHTC liabilities due to funding payments made during the first quarter of 2024, partially offset by an increase in accrued interest payable on deposits and borrowings.
•Accumulated other comprehensive loss, net of taxes increased because of continuing declines in the market valuation of LCNB's available-for-sale debt security investments.

Regulatory Capital

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

In addition to the minimum capital requirements, a financial institution needs to maintain a Capital Conservation Buffer composed of Common Equity Tier 1 Capital of at least 2.5% above its minimum risk-weighted capital requirements to avoid limitations on its ability to make capital distributions, including dividend payments to shareholders and certain discretionary bonus payments to executive officers. A financial institution with a buffer below 2.5% is subject to increasingly stringent limitations on capital distributions as the buffer approaches zero.

For various regulatory purposes, financial institutions are classified into categories based upon capital adequacy:
 Minimum RequirementMinimum Requirement with Capital Conservation BufferTo Be Considered
Well-Capitalized
Ratio of Common Equity Tier 1 Capital to risk-weighted assets4.5 %7.0 %6.5 %
Ratio of Tier 1 Capital to risk-weighted assets6.0 %8.5 %8.0 %
Ratio of Total Capital (Tier 1 Capital plus Tier 2 Capital) to risk-weighted assets8.0 %10.5 %10.0 %
Leverage Ratio (Tier 1 Capital to adjusted quarterly average total assets)4.0 %N/A5.0 %

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.
















48

LCNB CORP. AND SUBSIDIARIES

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


A summary of the Bank's regulatory capital and capital ratios follows (dollars in thousands):
March 31, 2024December 31, 2023
Regulatory Capital:
Shareholders' equity$242,063 242,528 
Goodwill and other intangibles(84,711)(84,897)
Accumulated other comprehensive loss, net23,448 22,336 
Tier 1 risk-based capital180,800 179,967 
Eligible allowance for credit losses10,511 10,318 
Total risk-based capital$191,311 190,285 
Capital ratios:  
Common Equity Tier 1 Capital to risk-weighted assets10.34 %10.17 %
Tier 1 Capital to risk-weighted assets10.34 %10.17 %
Total Capital to risk-weighted assets10.94 %10.75 %
Leverage8.08 %8.05 %

Qualifications for community banking organizations to use a simplified measure of capital adequacy approach include having a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the Community Bank Leverage Ratio framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. LCNB qualifies to use the simplified measure, but did not opt in for the March 31, 2024 regulatory capital calculations.

Liquidity

LCNB Corp. depends on dividends from the Bank for the majority of its liquid assets, including the cash needed to pay dividends to its shareholders. Federal 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 OCC, the Bank's primary regulator, is necessary for the Bank to pay dividends in excess of this amount. If dividends exceed net profit for a year, a bank is generally not required to carry forward the negative amount resulting from such excess if the bank can attribute the excess to the preceding two years. If the excess is greater than the bank's previously undistributed net income for the preceding two years, prior OCC approval of the dividend is required and a negative amount would be carried forward in future dividend calculations. In addition, dividend payments may not reduce capital levels below minimum regulatory guidelines.

At December 31, 2023, the bank had paid $650,000 in excess of the previous two years' Bank net income to the holding company due to an $8.75 million dividend for the acquisition of CNNB. In addition, the February 2024 dividend payment was also in excess of the previous two years' Bank net income. The Company does not expect the excess dividend will result in any adverse supervisory action by the OCC.

Effective liquidity management ensures that cash is available to meet the cash flow needs of borrowers and depositors, pay dividends to shareholders, and meet LCNB's operating cash needs. Primary funding sources include customer deposits with the Bank, short-term and long-term borrowings from the Federal Home Loan Bank, short-term line of credit arrangements totaling $85.0 million with three correspondent banks, and interest and repayments received from LCNB's loan and investment portfolios.

Total remaining borrowing capacity with the Federal Home Loan Bank at March 31, 2024 was approximately $118.8 million. Additional borrowings of approximately $85.0 million were available through line of credit arrangements with correspondent banks.

49

LCNB CORP. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 current liquidity levels. Management believes LCNB has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short and long-term.

Commitments to extend credit at March 31, 2024 totaled $302.1 million and are more fully described in Note 10 - Commitments and Contingent Liabilities to LCNB's condensed consolidated financial statements. Since many commitments to extend credit may expire without being drawn upon, the total commitment amount does not necessarily represent future cash
requirements.

50


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

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

The Bank's Asset and Liability Management Committee primarily uses a combination of Interest Rate Sensitivity Analysis ("IRSA") and Economic Value of Equity ("EVE") analysis for measuring and managing interest rate risk.  IRSA is used to estimate the effect on net interest income ("NII") during a one-year period of instantaneous and sustained movements in interest rates, also called interest rate shocks, of 100, 200, and 300 basis points.  The base projection uses a current interest rate scenario.  As shown below, the March 31, 2024 IRSA indicates that an increase in interest rates will have a negative effect on NII and a decrease in interest rates will have a positive effect on NII. The changes in NII for all rate assumptions are within LCNB's acceptable ranges.
Rate Shock Scenario in Basis PointsAmount$ Change in
NII		% Change in
NII		Limits
 (Dollars in thousands)
Up 300$60,241 (4,937)(7.57)%20 %
Up 20061,834 (3,344)(5.13)%15 %
Up 10063,329 (1,849)(2.84)%10 %
Base65,178 — — %— %
Down 10066,137 959 1.47 %10 %
Down 20067,547 2,369 3.63 %15 %
Down 30068,969 3,791 5.82 %20 %

IRSA shows the effect on NII during a one-year period only.  A more long-range model is the EVE analysis, which shows the estimated present value of future cash inflows from interest-earning assets less the present value of future cash outflows for interest-bearing liabilities for the same rate shocks.  As shown below, the March 31, 2024 EVE analysis indicates that an increase in interest rates of 200 or 300 basis points will have a negative effect on the EVE and an increase in interest rates of 100 basis points or a decrease in interest rates will have a positive effect on the EVE.  The changes in the EVE for all upward rate shocks are within LCNB's acceptable ranges. The changes in the EVE for all downward rate shocks are outside LCNB's acceptable ranges as shown below. Management has determined the downward shifts to be acceptable due to the positive nature of the results.
Rate Shock Scenario in Basis PointsAmount$ Change in
EVE		% Change in
EVE		Limits
 (Dollars in thousands)
Up 300$131,574 (29,639)(18.38)%25 %
Up 200147,070 (14,143)(8.77)%20 %
Up 100161,752 539 0.33 %15 %
Base161,213 — — %— %
Down 100188,844 27,631 17.14 %15 %
Down 200201,876 40,663 25.22 %20 %
Down 300220,862 59,649 37.00 %25 %

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 NII 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.

51

LCNB CORP. AND SUBSIDIARIES

Item 4.Controls and Procedures

a)  Disclosure controls and procedures.  The Chief Executive Officer and the Chief Financial Officer have carried out an evaluation of the effectiveness of LCNB's disclosure controls and procedures that ensure that information relating to LCNB required to be disclosed by LCNB in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to LCNB's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions to be made regarding required disclosures.  Based upon this evaluation, these officers have concluded that, as of March 31, 2024, 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.
52

LCNB CORP. AND SUBSIDIARIES

PART II.  OTHER INFORMATION
 
Item 1.Legal Proceedings
Except for routine litigation incidental to its business, LCNB is not a party to any material pending legal proceedings and none of its property is the subject of any material proceedings.

Item 1A.Risk Factors
Readers should carefully consider the risk factors previously disclosed in Part I, Item 1A. Risk Factors in LCNB's Form 10-K for the year ended December 31, 2023.


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
During the period covered by this report, LCNB did not sell any of its securities that were not registered under the Securities Act.

On February 27, 2023, LCNB's Board of Directors authorized a new Issuer Stock Repurchase Plan Agreement (the "Plan"). Under the terms of the Plan, LCNB is authorized to repurchase up to 500,000 of its outstanding common shares. The Plan replaced and superseded LCNB’s prior Issuer Stock Repurchase Plan Agreement, which was adopted on May 27, 2022.

Under the Plan, LCNB may purchase common shares through various means such as open market transactions, including block purchases and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases are determined at LCNB's discretion. Factors include, but are not limited to, share price, trading volume, and general market conditions, along with LCNB’s general business conditions. The Plan may be suspended or discontinued at any time and does not obligate LCNB to acquire any specific number of its common shares.

As part of the Plan, LCNB entered into a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The 10b5-1 trading plan permits common shares to be repurchased at times that LCNB might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The 10b5-1 trading plan is administered by an independent broker and is subject to price, market volume, and timing restrictions.

The following table sets forth information relating to repurchases made under the February 27, 2023 plan during the three months ended March 31, 2024:
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2024—$— —315,047
February 1 - 29, 2024—$— —315,047
March 1 - 31, 2024—$— —315,047


Item 3.Defaults Upon Senior Securities
None.


Item 4.Mine Safety Disclosures
Not applicable.






53

LCNB CORP. AND SUBSIDIARIES
Item 5.Other Information

During the three months ended March 31, 2024, none of our directors or officers informed us of the adoption, modification, or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
54
Table of Contents

LCNB CORP. AND SUBSIDIARIES

Item 6.Exhibits
Exhibit No.Exhibit Description
2.1
2.2
3.1
  
3.2
10.1
10.2
  
10.3
  
10.4
10.5
10.6
10.7
14.1
31.1
  
31.2
  
32
  
101
The following financial information from LCNB Corp.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 is formatted in Extensible Business Reporting Language:  (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Income, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Shareholders' Equity, (v) the Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
55

LCNB CORP. AND SUBSIDIARIES
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 LCNB Corp. 
   
May 10, 2024/s/ Eric J. Meilstrup 
 Eric J. Meilstrup 
 Chief Executive Officer and President 
   
May 10, 2024/s/ Robert C. Haines, II 
 Robert C. Haines, II 
 Executive Vice President and Chief Financial Officer
56

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