LCNB (LCNB) 10-Q 2019 Q2 Quarterly report

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 June 30, 2019

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

For the transition period fromto

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	LCNB	NASDAQ Capital Market

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 ☐ (Do not check if a smaller reporting company)	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 August 6, 2019 was 12,961,714 shares.

LCNB CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	2
Item 1.  Financial Statements	2
CONSOLIDATED CONDENSED BALANCE SHEETS	2
CONSOLIDATED CONDENSED STATEMENTS OF INCOME	3
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME	4
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY	5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS	6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of  Operations	39
Item 3.  Quantitative and Qualitative Disclosures about Market Risks	50
Item 4.  Controls and Procedures	51
PART II.  OTHER INFORMATION	52
Item 1.   Legal Proceedings	52
Item 1A.  Risk Factors	52
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.   Defaults Upon Senior Securities	52
Item 4.   Mine Safety Disclosures	52
Item 5.   Other Information	53
Item 6.   Exhibits	54
SIGNATURES	55

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands, except per share data)

	June 30, 2019			December 31, 2018
	(Unaudited)
ASSETS:
Cash and due from banks	$	17,234		18,310
Interest-bearing demand deposits	5,951			1,730
Total cash and cash equivalents	23,185			20,040
Interest-bearing time deposits	498			996
Investment securities:
Equity securities with a readily determinable fair value, at fair value	2,246			2,078
Equity securities without a readily determinable fair value, at cost	2,099			2,099
Debt securities, available-for-sale, at fair value	198,660			238,421
Debt securities, held-to-maturity, at cost	33,343			29,721
Federal Reserve Bank stock, at cost	4,652			4,653
Federal Home Loan Bank stock, at cost	5,203			4,845
Loans, net	1,226,149			1,194,577
Premises and equipment, net	33,013			32,627
Operating lease right-of-use assets	5,686			—
Goodwill	59,221			59,221
Core deposit and other intangibles, net	4,494			5,042
Bank owned life insurance	29,088			28,723
Other assets	14,475			13,884
TOTAL ASSETS	$	1,642,012		1,636,927
LIABILITIES:
Deposits:
Noninterest-bearing	$	335,474		322,571
Interest-bearing	1,022,485			978,348
Total deposits	1,357,959			1,300,919
Short-term borrowings	—			56,230
Long-term debt	41,986			47,032
Operating lease liabilities	5,615			—
Accrued interest and other liabilities	13,480			13,761
TOTAL LIABILITIES	1,419,040			1,417,942
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 14,095,666 and 14,070,303 shares at June 30, 2019 and December 31, 2018, respectively	141,479			141,170
Retained earnings	99,400			94,547
Treasury shares at cost, 1,117,112 and 775,027 shares at June 30, 2019 and December 31, 2018, respectively	(17,854		)	(12,013	)
Accumulated other comprehensive loss, net of taxes	(53		)	(4,719	)
TOTAL SHAREHOLDERS' EQUITY	222,972			218,985
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,642,012		1,636,927

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

The consolidated condensed balance sheet as of December 31, 2018 has been derived from the audited consolidated balance sheet as of that date.

2

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2019		2018		2019			2018
INTEREST INCOME:
Interest and fees on loans	$	14,662	10,703		$	29,200		20,116
Dividends on equity securities:
With a readily determinable fair value	15		16		32			31
Without a readily determinable fair value	16		8		32			15
Interest on debt securities:
Taxable	933		934		1,802			1,865
Non-taxable	417		680		961			1,384
Interest on interest-bearing time deposits	3		2		8			2
Other investments	282		195		406			267
TOTAL INTEREST INCOME	16,328		12,538		32,441			23,680
INTEREST EXPENSE:
Interest on deposits	2,464		1,096		4,750			1,967
Interest on short-term borrowings	2		7		221			76
Interest on long-term debt	272		67		489			81
TOTAL INTEREST EXPENSE	2,738		1,170		5,460			2,124
NET INTEREST INCOME	13,590		11,368		26,981			21,556
PROVISION (CREDIT) FOR LOAN LOSSES	54		224		(51		)	303
NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR LOAN LOSSES	13,536		11,144		27,032			21,253
NON-INTEREST INCOME:
Fiduciary income	1,058		942		2,092			1,906
Service charges and fees on deposit accounts	1,497		1,426		2,805			2,731
Net gain (loss) from sales of debt securities, available-for-sale	1		(1	)	(17		)	(1	)
Bank owned life insurance income	183		182		365			368
Gains from sales of loans	64		97		93			119
Other operating income	195		145		432			304
TOTAL NON-INTEREST INCOME	2,998		2,791		5,770			5,427
NON-INTEREST EXPENSE:
Salaries and employee benefits	6,243		5,128		12,405			10,105
Equipment expenses	278		268		544			521
Occupancy expense, net	744		658		1,507			1,385
State franchise tax	436		296		874			599
Marketing	297		284		599			416
Amortization of intangibles	260		188		517			373
FDIC insurance premiums	112		99		238			198
Contracted services	475		391		939			706
Other real estate owned	48		1		51			3
Merger-related expenses	20		855		87			1,613
Other non-interest expense	1,920		2,543		3,772			4,341
TOTAL NON-INTEREST EXPENSE	10,833		10,711		21,533			20,260
INCOME BEFORE INCOME TAXES	5,701		3,224		11,269			6,420
PROVISION FOR INCOME TAXES	973		486		1,914			969
NET INCOME	$	4,728	2,738		$	9,355		5,451
Dividends declared per common share	$	0.17	0.16		$	0.34		0.32
Earnings per common share:
Basic	$	0.36	0.25		$	0.71		0.52
Diluted	0.36		0.25		0.71			0.52
Weighted average common shares outstanding:
Basic	13,192,691		11,099,485		13,237,909			10,563,030
Diluted	13,196,665		11,105,014		13,241,752			10,568,792

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

3

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2019			2018		2019		2018
Net income	$	4,728		2,738		$	9,355	5,451
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale securities (net of taxes of $577 and $(145) for the three months ended June 30, 2019 and 2018, respectively, and $1,236 and $(937) for the six months ended June 30, 2018 and 2017, respectively)	2,178			(544	)	4,653		(3,523	)
Reclassification adjustment for net realized loss (gain) on sales of available-for-sale securities included in net income (net of taxes of $4 for the six months ended June 30, 2019)	(1		)	1		13		1
Change in nonqualified pension plan unrecognized net loss and unrecognized prior service cost (net of taxes of $1 and $2 for the three and six months ended June 30, 2018, respectively)	—			3		—		6
Other comprehensive income (loss), net of tax	2,177			(540	)	4,666		(3,516	)
TOTAL COMPREHENSIVE INCOME	$	6,905		2,198		$	14,021	1,935

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

4

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

(Dollars in thousands, except per share data)

(Unaudited)

	Common Shares Outstanding		Common Stock		Retained Earnings		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Total Shareholders' Equity
Three Months Ended June 30, 2019
Balance at March 31, 2019	13,314,148		$	141,349	96,912		(12,013	)	(2,230	)	224,018
Net income					4,728						4,728
Other comprehensive income, net of taxes									2,177		2,177
Dividend Reinvestment and Stock Purchase Plan	6,491		109								109
Treasury shares purchased	(342,085	)					(5,841	)			(5,841	)
Compensation expense relating to restricted stock	—		21								21
Common stock dividends, $0.17 per share					(2,240	)					(2,240	)
Balance at June 30, 2019	12,978,554		$	141,479	99,400		(17,854	)	(53	)	222,972
Six Months Ended June 30, 2019
Balance at December 31, 2018	13,295,276		$	141,170	94,547		(12,013	)	(4,719	)	218,985
Net income					9,355						9,355
Other comprehensive income, net of taxes									4,666		4,666
Dividend Reinvestment and Stock Purchase Plan	12,859		218								218
Treasury shares purchased	(342,085	)					(5,841	)			(5,841	)
Compensation expense relating to restricted stock	12,504		91								91
Common stock dividends, $0.34 per share					(4,502	)					(4,502	)
Balance at June 30, 2019	12,978,554		$	141,479	99,400		(17,854	)	(53	)	222,972
Three Months Ended June 30, 2018
Balance at March 31, 2018	10,041,152		$	77,159	88,933		(11,665	)	(5,843	)	148,584
Net income					2,738						2,738
Other comprehensive loss, net of taxes									(540	)	(540	)
Dividend Reinvestment and Stock Purchase Plan	5,023		98								98
Stock issued for acquisition of Columbus First Bancorp, Inc.	3,253,060		63,598								63,598
Compensation expense relating to restricted stock	—		15								15
Common stock dividends, $0.16 per share					(2,127	)					(2,127	)
Balance at June 30, 2018	13,299,235		$	140,870	89,544		(11,665	)	(6,383	)	212,366
Six Months Ended June 30, 2018
Balance at December 31, 2017	10,023,059		$	76,977	87,301		(11,665	)	(2,342	)	150,271
Cumulative effect of changes in accounting principles (1)					525				(525	)	—
Balance at December 31, 2017, as adjusted	10,023,059		$	76,977	87,826		(11,665	)	(2,867	)	150,271
Net income					5,451						5,451
Other comprehensive loss, net of taxes									(3,516	)	(3,516	)
Dividend Reinvestment and Stock Purchase Plan	9,851		191								191
Stock issued for acquisition of Columbus First Bancorp, Inc.	3,253,060		63,598								63,598
Exercise of stock options	2,631		33								33
Compensation expense relating to restricted stock	10,634		71								71
Common stock dividends, $0.32 per share					(3,733	)					(3,733	)
Balance at June 30, 2018	13,299,235		$	140,870	89,544		(11,665	)	(6,383	)	212,366
(1) Represents the impact of adopting Accounting Standards Update No. 2018-02 and No. 2016-01.

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

5

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended   June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,355		5,451
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization, and accretion	1,594			2,019
Provision (credit) for loan losses	(51		)	303
Deferred income tax provision (benefit)	237			63
Increase in cash surrender value of bank owned life insurance	(365		)	(368	)
Realized gain from equity securities	(147		)	(11	)
Realized loss from sales of debt securities, available-for-sale	17			1
Realized loss from sales of premises and equipment	2			42
Impairment charge recognized on premises and equipment	—			645
Realized loss from sales and impairment of other real estate owned and repossessed assets	47			—
Origination of mortgage loans for sale	(4,475		)	(3,554	)
Realized gains from sales of loans	(93		)	(119	)
Proceeds from sales of mortgage loans	4,527			3,628
Compensation expense related to restricted stock	91			71
Changes in:
Accrued income receivable	(331		)	97
Other assets	(619		)	(541	)
Other liabilities	(1,539		)	(1,374	)
TOTAL ADJUSTMENTS	(1,105		)	902
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	8,250			6,353
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of equity securities	332			65
Proceeds from sales of debt securities, available-for-sale	50,302			3,343
Proceeds from maturities and calls of debt securities:
Available-for-sale	7,116			8,876
Held-to-maturity	2,411			3,271
Purchases of equity securities	(352		)	(1,081	)
Purchases of debt securities:
Available-for-sale	(12,301		)	—
Held-to-maturity	(6,033		)	(2,310	)
Proceeds from maturities of interest-bearing time deposits	498			498
Proceeds from redemption of Federal Reserve Bank stock	1			—
Purchase of Federal Home Loan Bank stock	(358		)	—
Net increase in loans	(31,126		)	(25,504	)
Purchases of premises and equipment	(1,227		)	(288	)
Proceeds from sale of premises and equipment	2			16
Net cash received from acquisition of Columbus First Bancorp, Inc.	—			12,896
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	9,265			(218	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	57,040			50,027
Net decrease in short-term borrowings	(56,230		)	(57,000	)
Proceeds from long-term debt	—			6,000
Principal payments on long-term debt	(5,055		)	(2,138	)
Proceeds from issuance of common stock	27			23
Treasury shares purchased	(5,841		)	—
Proceeds from exercise of stock options	—			33
Cash dividends paid on common stock	(4,311		)	(3,565	)
NET CASH FLOWS USED IN FINANCING ACTIVITIES	(14,370		)	(6,620	)
NET CHANGE IN CASH AND CASH EQUIVALENTS	3,145			(485	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	20,040			25,386
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	23,185		24,901
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	5,161		2,314
Income taxes paid	963			500

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

6

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. ("LCNB") and its wholly-owned subsidiaries: LCNB National Bank (the "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. generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission (the "SEC").  Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles 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 financial position, results of operations, and cash flows for the interim periods, as required by Regulation S-X, Rule 10-01.

The consolidated condensed balance sheet as of December 31, 2018 has been derived from the audited consolidated balance sheet as of that date.

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

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

Results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019.  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 2018 Annual Report on Form 10-K filed with the SEC.

Accounting Changes

ASU No. 2016-02, "Leases (Topic 842)"

ASU No. 2016-02 was issued in February 2016 and was adopted by LCNB as of January 1, 2019. It requires a lessee to recognize in the statement of financial position a liability to make lease payments ("the lease liability") and a right-of-use asset representing its right to use the underlying asset for the lease term, initially measured at the present value of the lease payments. When measuring assets and liabilities arising from a lease, the lessee should include payments to be made in optional periods only if the lessee is reasonably certain, as defined, to exercise an option to the lease or not to exercise an option to terminate the lease. Optional payments to purchase the underlying asset should be included if the lessee is reasonably certain it will exercise the purchase option. Most variable lease payments should be excluded except for those that depend on an index or a rate or are in substance fixed payments.

A lessee shall classify a lease as a finance lease if it meets any of five listed criteria:

1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

3. The lease term is for the major part of the remaining economic life of the underlying asset.

4. The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset.

5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

For finance leases, a lessee shall recognize in the statement of income interest on the lease liability separately from amortization of the right-of-use asset. Amortization of the right-of-use asset shall be on a straight-line basis, unless another basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits. If the lease does not meet any of the five criteria, the lessee shall classify it as an operating lease and shall recognize a single lease cost on a straight-line basis over the lease term.

7

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 1 - Basis of Presentation (continued)

LCNB adopted this update using a modified retrospective approach, as defined, and elected not to restate comparable prior periods. The update provides for a number of practical expedients that can be used to simplify the transition to the new standard. LCNB elected a package of practical expedients that allowed it to not reassess whether an existing contract is or contains a lease, to not reassess previous lease classifications, and to not reassess initial direct costs. LCNB also elected a practical expedient that allowed it to use hindsight when determining lease terms. LCNB did not elect a practical expedient that would have allowed it to not reassess certain land easements, as this expedient was not applicable to it.

LCNB has adopted an accounting policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. Lease expense for such leases will generally be recognized on a straight-line basis over the lease term.

Revenue Recognition

Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers" provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance enumerates five steps that entities should follow in achieving this core principle. Revenue generated from financial instruments, including loans and investment securities, are not included in the scope of ASC 606. The adoption of ASC 606 did not result in a change to the accounting for any of LCNB's revenue streams that are within the scope of the amendments. Revenue-generating activities that are within the scope of ASC 606 and that are presented as non-interest income in LCNB's consolidated condensed statements of income include:

• Fiduciary income - this includes periodic fees due from trust and investment services customers for managing the customers' financial assets. Fees are generally charged on a quarterly or annual basis and are recognized ratably throughout the period, as the services are provided on an ongoing basis.

• Service charges and fees on deposit accounts - these include general service fees charged for deposit account maintenance and activity and transaction-based fees charged for certain services, such as debit card, wire transfer, or overdraft activities. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.

Note 2 – Acquisition

On December 20, 2017, LCNB and Columbus First Bancorp, Inc. (“CFB”) entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which CFB merged with and into LCNB on May 31, 2018. Immediately following the merger of CFB into LCNB, Columbus First Bank, a wholly-owned subsidiary of CFB, merged into the Bank. Columbus First Bank operated from one full-service office located in Worthington, Ohio. That office became a branch of the Bank after the merger.

Under the terms of the Merger Agreement, the shareholders of CFB received two shares of LCNB common stock for each outstanding CFB common share. Unexercised stock options of CFB were canceled in exchange for a cash payment.

8

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 2 – Acquisition (continued)

The merger with CFB was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at their estimated fair values as of the merger date. The estimated fair values reported in LCNB's Form 10-Q for the quarterly period ended June 30, 2018 were preliminary, as the pricing study had not been finalized at that time. The following table summarizes the preliminary balances at June 30, 2018, revisions to the preliminary balances, and the balances at December 31, 2018 (in thousands):

	June 30, 2018		Fair Value Adjustments		December 31, 2018
Consideration Paid:
Common shares issued (3,253,060 shares issued at $19.55 per share)	$	63,598	—		63,598
Cash paid to cancel share based payment awards	783		—		783
	64,381		—		64,381
Identifiable Assets Acquired:
Cash and cash equivalents	13,679		—		13,679
Interest-bearing time deposits	10,350		—		10,350
Federal Home Loan Bank stock	1,207		—		1,207
Loans, net	282,748		(615	)	282,133
Loans held for sale, net	1,819		—		1,819
Premises and equipment	102		—		102
Core deposit intangible	2,089		88		2,177
Other real estate owned	35		—		35
Deferred income taxes	—		352		352
Other assets	2,022		(658	)	1,364
Total identifiable assets acquired	314,051		(833	)	313,218
Liabilities Assumed:
Deposits	245,036		(606	)	244,430
Short-term borrowings	10,000		—		10,000
Long-term debt	22,920		23		22,943
Deferred income taxes	200		(200	)	—
Other liabilities	491		11		502
Total liabilities assumed	278,647		(772	)	277,875
Total Identifiable Net Assets Acquired	35,404		(61	)	35,343
Goodwill resulting from merger	$	28,977	61		29,038

As permitted by ASC 805-10-25, Business Combinations, the above estimated amounts could be adjusted up to one year after the closing date of the acquisition to reflect any new information obtained about facts and circumstances existing at the acquisition date. Any changes in the estimated fair values were recognized in the period the adjustment was identified. This adjustment period closed on May 31, 2019. There were no revisions during the first and second quarters of 2019.

The amount of goodwill recorded reflects LCNB's expansion in the Columbus 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.

9

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 2 – Acquisition (continued)

The core deposit intangible will be amortized over the estimated weighted average economic life of the various core deposit types, which is approximately seven years.

Direct costs related to the acquisition were expensed as incurred and are recorded as a merger-related expense in the consolidated condensed statements of income.

CFB's results of operations are included in the consolidated condensed statements of income from May 31, 2018, the effective date of the merger.

Note 3 - Investment Securities

The amortized cost and estimated fair value of equity and debt securities at June 30, 2019 and December 31, 2018 are summarized as follows (in thousands):

	Amortized Cost		Unrealized Gains	Unrealized Losses	Fair Value
June 30, 2019
Debt Securities, Available-for-Sale:
U.S. Treasury notes	$	2,275	28	—	2,303
U.S. Agency notes	77,915		204	292	77,827
U.S. Agency mortgage-backed securities	62,283		297	441	62,139
Municipal securities:
Non-taxable	39,927		131	155	39,903
Taxable	16,215		284	11	16,488
	$	198,615	944	899	198,660
Debt Securities, Held-to-Maturity:
Municipal securities:
Non-taxable	$	26,065	105	30	26,140
Taxable	7,278		125	—	7,403
	$	33,343	230	30	33,543
December 31, 2018
Debt Securities, Available-for-Sale:
U.S. Treasury notes	$	2,278	—	43	2,235
U.S. Agency notes	80,708		—	2,368	78,340
U.S. Agency mortgage-backed securities	57,584		7	1,981	55,610
Municipal securities:
Non-taxable	86,059		77	1,422	84,714
Taxable	17,654		102	234	17,522
	$	244,283	186	6,048	238,421
Debt Securities, Held-to-Maturity:
Municipal securities:
Non-taxable	$	26,021	84	635	25,470
Taxable	3,700		—	146	3,554
	$	29,721	84	781	29,024

10

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 June 30, 2019 and December 31, 2018, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (dollars in thousands):

	Less than Twelve Months			Twelve Months or Greater
	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses
June 30, 2019
Available-for-Sale:
U.S. Treasury notes	$	—	—	—	—
U.S. Agency notes	—		—	39,413	292
U.S. Agency mortgage-backed securities	69		—	32,554	441
Municipal securities:
Non-taxable	—		—	21,330	155
Taxable	—		—	4,553	11
	$	69	—	97,850	899
Held-to-Maturity:
Municipal securities:
Non-taxable	$	72	—	3,490	30
Taxable	—		—	—	—
	$	72	—	3,490	30
December 31, 2018
Available-for-Sale:
U.S. Treasury notes	$	—	—	2,235	43
U.S. Agency notes	4,988		7	73,351	2,361
U.S. Agency mortgage-backed securities	137		—	55,217	1,981
Municipal securities:
Non-taxable	14,264		49	58,211	1,373
Taxable	—		—	14,407	234
	$	19,389	56	203,421	5,992
Held-to-Maturity:
Municipal securities:
Non-taxable	$	366	1	18,588	634
Taxable	400		1	3,154	145
	$	766	2	21,742	779

Management has determined that the unrealized losses at June 30, 2019 are primarily due to fluctuations in market interest rates and do not reflect credit quality deterioration of the securities.   Because LCNB does not have the intent to sell the investments and it is more likely than not that LCNB will not be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, LCNB does not consider these investments to be other-than-temporarily impaired.

11

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 3 - Investment Securities (continued)

Contractual maturities of debt securities at June 30, 2019 were as follows (in thousands).  Actual maturities may differ from contractual maturities when issuers have the right to call or prepay obligations.

	Available-for-Sale			Held-to-Maturity
	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Due within one year	$	14,317	14,308	2,535	2,538
Due from one to five years	80,797		80,884	7,074	7,150
Due from five to ten years	39,508		39,626	8,517	8,535
Due after ten years	1,710		1,703	15,217	15,320
	136,332		136,521	33,343	33,543
U.S. Agency mortgage-backed securities	62,283		62,139	—	—
	$	198,615	198,660	33,343	33,543

Debt securities with a market value of $141,307,000 and $106,568,000 at June 30, 2019 and December 31, 2018, respectively, were pledged to secure public deposits and for other purposes required or as permitted by law.

Certain information concerning the sale of debt securities, available-for-sale, for the three and six months ended June 30, 2019 and 2018 was as follows (in thousands):

	Three Months Ended   June 30,			Six Months Ended   June 30,
	2019		2018	2019	2018
Proceeds from sales	$	28,496	3,343	50,302	3,343
Gross realized gains	70		7	128	7
Gross realized losses	69		8	145	8

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 June 30, 2019 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 June 30, 2019 and December 31, 2018 are summarized as follows (in thousands):

	June 30, 2019			December 31, 2018
	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Mutual funds	$	1,356	1,324	1,651	1,559
Equity securities	781		922	471	519
Total equity securities with a readily determinable fair value	$	2,137	2,246	2,122	2,078

12

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 3 - Investment Securities (continued)

Certain information concerning changes in fair value of equity securities with a readily determinable fair value for the six months ended June 30, 2019 and 2018 is as follows (in thousands):

	Six Months Ended   June 30,
	2019			2018
Net gains recognized	$	147		11
Less net realized gains (losses) on equity securities sold	(6		)	23
Unrealized gains (losses) recognized and still held at period end	$	153		(12	)

Note 4 - Loans

Major classifications of loans at June 30, 2019 and December 31, 2018 are as follows (in thousands):

	June 30, 2019			December 31, 2018
Commercial and industrial	$	79,513		77,740
Commercial, secured by real estate	793,863			740,647
Residential real estate	326,029			349,127
Consumer	19,649			17,283
Agricultural	10,843			13,297
Other loans, including deposit overdrafts	373			450
Loans, gross	1,230,270			1,198,544
Deferred origination costs (fees), net	(9		)	79
Loans, net of deferred origination costs (fees)	1,230,261			1,198,623
Less allowance for loan losses	4,112			4,046
Loans, net	$	1,226,149		1,194,577

Non-accrual, past-due, and accruing restructured loans as of June 30, 2019 and December 31, 2018 are as follows (in thousands):

	June 30, 2019		December 31, 2018
Non-accrual loans:
Commercial and industrial	$	22	—
Commercial, secured by real estate	2,078		1,767
Residential real estate	862		1,007
Consumer	—		—
Agricultural	—		177
Total non-accrual loans	2,962		2,951
Past-due 90 days or more and still accruing	24		149
Total non-accrual and past-due 90 days or more and still accruing	2,986		3,100
Accruing restructured loans	8,088		10,516
Total	$	11,074	13,616

13

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

The allowance for loan losses for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):

	Commercial & Industrial		Commercial, Secured by Real Estate		Residential Real Estate		Consumer		Agricultural		Other		Total
Three Months Ended June 30, 2019
Balance, beginning of period	$	451	2,858		693		77		41		6		4,126
Provision (credit) charged to expenses	46		(131	)	107		9		(3	)	26		54
Losses charged off	—		(7	)	(35	)	(10	)	—		(43	)	(95	)
Recoveries	—		—		8		5		—		14		27
Balance, end of period	$	497	2,720		773		81		38		3		4,112
Six Months Ended June 30, 2019
Balance, beginning of year	$	400	2,745		767		87		46		1		4,046
Provision (credit) charged to expenses	97		(74	)	(88	)	(22	)	(8	)	44		(51	)
Losses charged off	—		(7	)	(68	)	(10	)	—		(74	)	(159	)
Recoveries	—		56		162		26		—		32		276
Balance, end of period	$	497	2,720		773		81		38		3		4,112
Three Months Ended June 30, 2018
Balance, beginning of period	$	393	2,143		869		78		44		2		3,529
Provision (credit) charged to expenses	14		189		—		(1	)	8		14		224
Losses charged off	—		—		(192	)	(10	)	—		(30	)	(232	)
Recoveries	—		51		13		3		—		15		82
Balance, end of period	$	407	2,383		690		70		52		1		3,603
Six Months Ended June 30, 2018
Balance, beginning of year	$	378	2,178		717		76		53		1		3,403
Provision (credit) charged to expenses	29		58		186		7		(1	)	24		303
Losses charged off	—		(29	)	(227	)	(21	)	—		(61	)	(338	)
Recoveries	—		176		14		8		—		37		235
Balance, end of period	$	407	2,383		690		70		52		1		3,603

14

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

A breakdown of the allowance for loan losses and the loan portfolio by loan segment at June 30, 2019 and December 31, 2018 are as follows (in thousands):

	Commercial & Industrial		Commercial, Secured by Real Estate	Residential Real Estate	Consumer	Agricultural	Other	Total
June 30, 2019
Allowance for loan losses:
Individually evaluated for impairment	$	31	2	220	—	—	—	253
Collectively evaluated for impairment	466		2,718	553	81	38	3	3,859
Acquired credit impaired loans	—		—	—	—	—	—	—
Balance, end of period	$	497	2,720	773	81	38	3	4,112
Loans:
Individually evaluated for impairment	$	271	11,537	1,417	32	—	—	13,257
Collectively evaluated for impairment	78,200		776,239	322,105	19,738	10,861	73	1,207,216
Acquired credit impaired loans	1,092		5,485	2,911	—	—	300	9,788
Balance, end of period	$	79,563	793,261	326,433	19,770	10,861	373	1,230,261
December 31, 2018
Allowance for loan losses:
Individually evaluated for impairment	$	10	3	49	—	—	—	62
Collectively evaluated for impairment	390		2,742	718	87	46	1	3,984
Acquired credit impaired loans	—		—	—	—	—	—	—
Balance, end of period	$	400	2,745	767	87	46	1	4,046
Loans:
Individually evaluated for impairment	$	268	15,101	1,558	36	177	—	17,140
Collectively evaluated for impairment	76,609		718,709	344,751	17,363	13,135	114	1,170,681
Acquired credit impaired loans	922		6,315	3,229	—	—	336	10,802
Balance, end of period	$	77,799	740,125	349,538	17,399	13,312	450	1,198,623

15

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

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

Commercial and Industrial Loans. LCNB’s commercial and industrial loan portfolio consists of loans for various purposes, including loans to fund working capital requirements (such as inventory and receivables financing) and purchases of machinery and equipment.  LCNB offers a variety of commercial and industrial loan arrangements, including term loans, balloon loans, and lines of credit.  Most commercial and industrial loans have a fixed rate, with maturities ranging from one to ten years.  Commercial and industrial loans are offered to businesses and professionals for short and medium terms on both a collateralized and uncollateralized basis. Commercial and 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. 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 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 occupancy.

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 and mortgage loans secured by owner-occupied agricultural property are 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 ten years and adjust according to an established index plus a margin, subject to certain floor and ceiling rates.  Home equity lines of credit have a variable rate based on the Wall Street Journal prime rate plus a margin.

LCNB does not originate reverse mortgage loans or residential real estate loans generally considered to be “subprime.”

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%.

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 collectibility 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.

16

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

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

• Pass – loans categorized in this category are higher quality loans that do not fit any of the other categories described below.

• Other Assets Especially Mentioned ("OAEM") – loans in this category are currently protected but are potentially weak. These loans constitute a risk but not to the point of justifying a classification of substandard.  The credit risk may be relatively minor yet constitute an undue risk in light of the circumstances surrounding a specific asset.

• Substandard – loans in this category are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the possibility that LCNB will sustain some loss if the deficiencies are not corrected.

• Doubtful – loans classified in this category have all the weaknesses inherent in loans classified 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.

A breakdown of the loan portfolio by credit quality indicators at June 30, 2019 and December 31, 2018 is as follows (in thousands):

	Pass		OAEM	Substandard	Doubtful	Total
June 30, 2019
Commercial & industrial	$	77,989	44	1,530	—	79,563
Commercial, secured by real estate	776,835		748	15,678	—	793,261
Residential real estate	324,256		—	2,177	—	326,433
Consumer	19,748		—	22	—	19,770
Agricultural	10,861		—	—	—	10,861
Other	373		—	—	—	373
Total	$	1,210,062	792	19,407	—	1,230,261
December 31, 2018
Commercial & industrial	$	74,530	89	3,180	—	77,799
Commercial, secured by real estate	718,233		768	21,124	—	740,125
Residential real estate	344,432		—	5,106	—	349,538
Consumer	17,381		—	18	—	17,399
Agricultural	13,116		—	196	—	13,312
Other	450		—	—	—	450
Total	$	1,168,142	857	29,624	—	1,198,623

17

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

A loan portfolio aging analysis at June 30, 2019 and December 31, 2018 is as follows (in thousands):

	30-59 Days Past Due		60-89 Days Past Due	Greater Than 90 Days Past Due	Total Past Due	Current	Total Loans Receivable	Total Loans Greater Than 90 Days and Accruing
June 30, 2019
Commercial & industrial	$	—	—	31	31	79,532	79,563	9
Commercial, secured by real estate	66		—	284	350	792,911	793,261	—
Residential real estate	395		35	494	924	325,509	326,433	—
Consumer	7		—	15	22	19,748	19,770	15
Agricultural	—		—	—	—	10,861	10,861	—
Other	73		—	—	73	300	373	—
Total	$	541	35	824	1,400	1,228,861	1,230,261	24
December 31, 2018
Commercial & industrial	$	626	173	—	799	77,000	77,799	—
Commercial, secured by real estate	347		141	347	835	739,290	740,125	—
Residential real estate	905		536	1,046	2,487	347,051	349,538	149
Consumer	14		—	—	14	17,385	17,399	—
Agricultural	19		—	178	197	13,115	13,312	—
Other	114		—	—	114	336	450	—
Total	$	2,025	850	1,571	4,446	1,194,177	1,198,623	149

Impaired loans, including acquired credit impaired loans, at June 30, 2019 and December 31, 2018 are as follows (in thousands):

	June 30, 2019				December 31, 2018
	Recorded Investment		Unpaid Principal Balance	Related Allowance	Recorded Investment	Unpaid Principal Balance	Related Allowance
With no related allowance recorded:
Commercial & industrial	$	1,094	1,630	—	926	1,457	—
Commercial, secured by real estate	16,879		17,993	—	21,266	22,451	—
Residential real estate	3,504		4,086	—	4,122	4,872	—
Consumer	12		12	—	13	13	—
Agricultural	—		—	—	177	177	—
Other	300		434	—	336	475	—
Total	$	21,789	24,155	—	26,840	29,445	—
With an allowance recorded:
Commercial & industrial	$	269	274	31	264	269	10
Commercial, secured by real estate	143		144	2	150	150	3
Residential real estate	824		853	220	665	684	49
Consumer	20		20	—	23	23	—
Agricultural	—		—	—	—	—	—
Other	—		—	—	—	—	—
Total	$	1,256	1,291	253	1,102	1,126	62
Total:
Commercial & industrial	$	1,363	1,904	31	1,190	1,726	10
Commercial, secured by real estate	17,022		18,137	2	21,416	22,601	3
Residential real estate	4,328		4,939	220	4,787	5,556	49
Consumer	32		32	—	36	36	—
Agricultural	—		—	—	177	177	—
Other	300		434	—	336	475	—
Total	$	23,045	25,446	253	27,942	30,571	62

18

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

The following presents information related to the average recorded investment and interest income recognized on impaired loans, including acquired credit impaired loans, for the three and six months ended June 30, 2019 and 2018 (in thousands):

	2019			2018
	Average Recorded Investment		Interest Income Recognized	Average Recorded Investment	Interest Income Recognized
Three Months Ended June 30,
With no related allowance recorded:
Commercial & industrial	$	851	8	741	15
Commercial, secured by real estate	17,250		330	15,281	193
Residential real estate	3,652		52	2,934	49
Consumer	12		—	10	—
Agricultural	—		—	178	—
Other	322		9	391	11
Total	$	22,087	399	19,535	268
With an allowance recorded:
Commercial & industrial	$	267	4	283	4
Commercial, secured by real estate	144		2	154	3
Residential real estate	796		—	566	7
Consumer	21		—	23	—
Agricultural	—		—	—	—
Other	—		—	—	—
Total	$	1,228	6	1,026	14
Total:
Commercial & industrial	$	1,118	12	1,024	19
Commercial, secured by real estate	17,394		332	15,435	196
Residential real estate	4,448		52	3,500	56
Consumer	33		—	33	—
Agricultural	—		—	178	—
Other	322		9	391	11
Total	$	23,315	405	20,561	282
Six Months Ended June 30,
With no related allowance recorded:
Commercial & industrial	$	876	9	805	25
Commercial, secured by real estate	17,830		527	15,166	389
Residential real estate	3,719		108	2,950	97
Consumer	13		1	15	1
Agricultural	—		—	178	—
Other	327		18	394	22
Total	$	22,765	663	19,508	534
With an allowance recorded:
Commercial & industrial	$	264	8	288	9
Commercial, secured by real estate	147		3	155	6
Residential real estate	762		10	571	15
Consumer	21		—	24	—
Agricultural	—		—	—	—
Other	—		—	—	—
Total	$	1,194	21	1,038	30
Total:
Commercial & industrial	$	1,140	17	1,093	34
Commercial, secured by real estate	17,977		530	15,321	395
Residential real estate	4,481		118	3,521	112
Consumer	34		1	39	1
Agricultural	—		—	178	—
Other	327		18	394	22
Total	$	23,959	684	20,546	564

19

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

Of the interest income recognized on impaired loans during the six months ended June 30, 2019 and 2018, approximately $11,000 and $20,000, respectively, were recognized on a cash basis.

From time to time, the terms of certain loans are modified as troubled debt restructurings ("TDRs") where concessions are granted to borrowers experiencing financial difficulties. 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.

Loan modifications that were classified as TDRs during the three and six months ended June 30, 2019 and 2018 were as follows:

	2019				2018
	Number of Loans	Pre-Modification Recorded Balance		Post-Modification Recorded Balance	Number of Loans	Pre-Modification Recorded Balance		Post-Modification Recorded Balance
Three Months Ended June 30,
Commercial and industrial	—	$	—	—	—	$	—	—
Commercial, secured by real estate	—	—		—	—	—		—
Residential real estate	—	—		—	—	—		—
Consumer	—	—		—	—	—		—
Total	—	$	—	—	—	$	—	—
Six Months Ended June 30,
Commercial and industrial	—	$	—	—	—	$	—	—
Commercial, secured by real estate	2	258		258	—	—		—
Residential real estate	2	54		54	—	—		—
Consumer	—	—		—	—	—		—
Total	4	$	312	312	—	$	—	—

There were no troubled debt restructurings that subsequently defaulted within twelve months of the restructuring date for the six months ended June 30, 2019 and 2018 and that remained in default at period end.

Information concerning loans that were modified during the six months ended June 30, 2019 and 2018 and that were determined to be troubled debt restructurings follows (in thousands):

	2019		2018
Impaired loans without a valuation allowance at the end of the period	$	312	—
Impaired loans with a valuation allowance at the end of the period	—		—

Mortgage loans sold to and serviced for investors are not included in the accompanying consolidated condensed balance sheets.  The unpaid principal balances of those loans at June 30, 2019 and December 31, 2018 were approximately $88,444,000 and $97,685,000, respectively.

20

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 4 – Loans (continued)

The total recorded investment in residential consumer mortgage loans secured by residential real estate that were in the process of foreclosure at June 30, 2019 was $375,000.

Note 5 - Acquired Credit Impaired Loans

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

Impaired loans acquired are accounted for under ASC 310-30.  Factors considered in evaluating whether an acquired loan was impaired include delinquency status and history, updated borrower credit status, collateral information, and updated loan-to-value information.  The difference between contractually required payments at the time of acquisition and the cash flows expected to be collected is referred to as the nonaccretable difference. The interest component of the cash flows expected to be collected is referred to as the accretable yield and is recognized as interest income over the remaining contractual life of the loan using the level yield method.   Subsequent decreases in expected cash flows will require additions to the allowance for loan losses.  Subsequent improvements in expected cash flows will result in a reclassification from the nonaccretable difference to the accretable yield.

21

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 5 – Acquired Credit Impaired Loans (continued)

The following table provides at June 30, 2019 and December 31, 2018 the major classifications of acquired credit impaired loans that are accounted for in accordance with ASC 310-30 (in thousands):

	June 30, 2019		December 31, 2018
Acquired from First Capital Bancshares, Inc.
Commercial & industrial	$	9	13
Commercial, secured by real estate	807		818
Residential real estate	684		911
Other loans, including deposit overdrafts	—		—
Loans, gross	1,500		1,742
Less allowance for loan losses	—		—
Loans, net	$	1,500	1,742
Acquired from Eaton National Bank & Trust Co.
Commercial & industrial	$	752	503
Commercial, secured by real estate	861		1,547
Residential real estate	744		784
Other loans, including deposit overdrafts	300		336
Loans, gross	2,657		3,170
Less allowance for loan losses	—		—
Loans, net	$	2,657	3,170
Acquired from BNB Bancorp, Inc.
Commercial & industrial	$	—	—
Commercial, secured by real estate	1,346		1,396
Residential real estate	110		158
Other loans, including deposit overdrafts	—		—
Loans, gross	1,456		1,554
Less allowance for loan losses	—		—
Loans, net	$	1,456	1,554
Acquired from Columbus First Bancorp, Inc.
Commercial & industrial	$	331	406
Commercial, secured by real estate	2,471		2,554
Residential real estate	1,373		1,376
Other loans, including deposit overdrafts	—		—
Loans, gross	4,175		4,336
Less allowance for loan losses	—		—
Loans, net	$	4,175	4,336
Total
Commercial & industrial	$	1,092	922
Commercial, secured by real estate	5,485		6,315
Residential real estate	2,911		3,229
Other loans, including deposit overdrafts	300		336
Loans, gross	9,788		10,802
Less allowance for loan losses	—		—
Loans, net	$	9,788	10,802

22

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 5 – Acquired Credit Impaired Loans (continued)

The following table provides the outstanding balance and related carrying amount for acquired credit impaired loans at the dates indicated (in thousands):

	June 30, 2019		December 31, 2018
Outstanding balance	$	12,142	13,371
Carrying amount	9,788		10,802

Activity during the three and six months ended June 30, 2019 and 2018 for the accretable discount related to acquired credit impaired loans is as follows (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019		2018
Accretable discount at beginning of period	$	719		635		743		669
Reclassification from nonaccretable discount to accretable discount	59			—		59		—
Disposals	—			—		1		—
Accretion	(152		)	(2	)	(177	)	(36	)
Accretable discount at end of period	$	626		633		626		633

Note 6 - Affordable Housing Tax Credit Limited Partnership

LCNB is a limited partner in limited partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit ("LIHTC") 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 June 30, 2019 and December 31, 2018 (in thousands):

	June 30, 2019		December 31, 2018
Affordable housing tax credit investment	$	5,000	5,000
Less amortization	583		492
Net affordable housing tax credit investment	$	4,417	4,508
Unfunded commitment	$	2,993	3,372

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 11 years.

23

LCNB CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 6 – Affordable Housing Tax Credit Limited Partnership (continued)

The following table presents other information relating to LCNB's affordable housing tax credit investments for the six months ended June 30, 2019 and 2018 (in thousands):

	2019		2018
Tax credits and other tax benefits recognized	$	168	112
Tax credit amortization expense included in provision for income taxes	91		112

Note 7 – Borrowings

Borrowings at June 30, 2019 and December 31, 2018 are as follows (dollars in thousands):

	June 30, 2019				December 31, 2018
	Amount		Rate		Amount		Rate
Line of credit	$	—	—	%	$	4,230	3.00	%
FHLB short-term advances	—		—	%	52,000		2.48	%
FHLB long-term advances	41,986		2.54	%	47,032		2.45	%
	$	41,986	2.54	%	$	103,262	2.49	%

All advances from the Federal Home Loan Bank ("FHLB") of Cincinnati, both long-term and short-term, are secured by a blanket pledge of LCNB's 1-4 family first lien mortgage loans in the amount of approximately $283 million and $303 million at June 30, 2019 and December 31, 2018, respectively.  Additionally, LCNB is required to hold minimum levels of FHLB stock, based on the outstanding borrowings. Total remaining borrowing capacity at June 30, 2019 was approximately $87.4 million. One of the factors limiting remaining borrowing capacity is ownership of FHLB stock. LCNB could increase its remaining borrowing capacity by purchasing additional FHLB stock.

Note 8 - Leases

LCNB has capitalized operating leases for its Otterbein, Fairfield, Barron Street , and Worthington offices, for the land at its Oxford and Oakwood offices, and for certain office equipment. The Oakwood lease has a remaining term of seventeen years with options to renew for six additional periods of five years each. The Oxford lease has a remaining term of forty-one years with no renewal options. The other leases have remaining terms of less than one year up to six years, some of which contain options to renew the leases for additional five-year periods.

Right-of-use assets represent LCNB's right to use the underlying assets for their lease terms and lease liabilities represent the obligation to make lease payments. They are recognized using the present value of lease payments over the lease terms. The discount rate is LCNB's incremental borrowing rate for periods similar to the respective lease terms. LCNB management is reasonably certain that it will exercise the renewal options for the offices named above and these additional terms have been included in the calculation of the right-of-use assets and the lease liabilities. The lease for the Fairfield office is for a period of one year and LCNB management has elected the short-term measurement and recognition exception permitted by ASC 842 and has not calculated a right-of-use asset or lease liability for this office.

24

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 8 – Leases (continued)

Lease expenses for offices are included in the consolidated condensed statements of income in occupancy expense, net and lease expenses for equipment are included in equipment expenses. Components of lease expense for the three and six months ended June 30, 2019 are as follows (in thousands):

	Three Months			Six Months
Operating lease expense	$	140		280
Short-term lease expense	14			26
Variable lease expense	3			5
Other	(2		)	3
Total lease expense	$	155		314

Other information related to leases at June 30, 2019 were as follows (dollars in thousands):

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	260
Right-of-use assets obtained in exchange for new operating lease liabilities	$	5,615
Weighted average remaining lease term in years for operating leases	39 years
Weighted average discount rate for operating leases	3.62		%

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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Statutory tax rate	21.0	%	21.0	%	21.0	%	21.0	%
Increase (decrease) resulting from:
Tax exempt interest	(1.5	)%	(4.3	)%	(1.7	)%	(4.4	)%
Tax exempt income on bank owned life insurance	(0.7	)%	(1.2	)%	(0.7	)%	(1.2	)%
Captive insurance premium income	(0.9	)%	(1.3	)%	(0.9	)%	(1.0	)%
Other, net	(0.8	)%	0.9	%	(0.7	)%	0.7	%
Effective tax rate	17.1	%	15.1	%	17.0	%	15.1	%

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

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.

25

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 10 – Commitments and Contingent Liabilities (continued)

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

Financial instruments whose contract amounts represent off-balance-sheet credit risk at June 30, 2019 and December 31, 2018 are as follows (in thousands):

	June 30, 2019		December 31, 2018
Commitments to extend credit:
Commercial loans	$	69,497	23,978
Other loans
Fixed rate	3,491		2,961
Adjustable rate	1,868		1,077
Unused lines of credit:
Fixed rate	7,186		31,446
Adjustable rate	142,961		169,031
Unused overdraft protection amounts on demand and NOW accounts	16,332		16,249
Standby letters of credit	883		1,080
Total commitments	$	242,218	245,822

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.

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

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.  

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 June 30, 2019 totaled approximately $3,752,000.

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

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

26

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 11 – Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):

	Three Months Ended June 30,									Six Months Ended June 30,
	Unrealized Gains and Losses on Available-for-Sale Securities			Changes in Pension Plan Assets and Benefit Obligations			Total			Unrealized Gains and Losses on Available-for-Sale Securities		Changes in Pension Plan Assets and Benefit Obligations		Total
2019
Balance at beginning of period	$	(2,142	)	(88		)	$	(2,230	)	(4,631	)	(88	)	(4,719	)
Before reclassifications	2,178			—			2,178			4,653		—		4,653
Reclassifications	(1		)	—			(1		)	13		—		13
Balance at end of period	$	35		$	(88	)	$	(53	)	35		(88	)	(53	)
2018
Balance at beginning of period	$	(5,677	)	$	(166	)	$	(5,843	)	(2,200	)	(142	)	(2,342	)
Cumulative effect of changes in accounting principles	—			—			—			(498	)	(27	)	(525	)
Balance at beginning of period, as adjusted	(5,677		)	(166		)	(5,843		)	(2,698	)	(169	)	(2,867	)
Before reclassifications	(544		)	3			(541		)	(3,523	)	6		(3,517	)
Reclassifications	1			—			1			1		—		1
Balance at end of period	$	(6,220	)	$	(163	)	$	(6,383	)	(6,220	)	(163	)	(6,383	)

Reclassifications out of accumulated other comprehensive income (loss) during the three and six months ended June 30, 2019 and 2018 and the affected line items in the consolidated condensed statements of income are as follows (in thousands):

	Three Months Ended   June 30,				Six Months Ended   June 30,				Affected Line Item in the Consolidated Condensed Statements of Income
	2019		2018		2019		2018
Realized gain (loss) from sales of debt securities, available-for-sale	$	1	(1	)	(17	)	(1	)	Net gain (loss) from sales of debt securities, available-for-sale
Income tax benefit	—		—		(4	)	—		Provision for income taxes
Reclassification adjustment, net of taxes	$	1	(1	)	(13	)	(1	)

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.  

27

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 12 – Retirement Plans (continued)

Funding and administrative costs of the qualified noncontributory defined benefit retirement plan and 401(k) plan charged to pension and other employee benefits in the consolidated condensed statements of income for the three and six-month periods ended June 30, 2019 and 2018 are as follows (in thousands):

	Three Months Ended   June 30,			Six Months Ended   June 30,
	2019		2018	2019	2018
Qualified noncontributory defined benefit retirement plan	$	259	264	515	525
401(k) plan	121		107	264	217

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 components of net periodic pension cost of the nonqualified defined benefit retirement plan for the three and six months ended June 30, 2019 and 2018 are summarized as follows (in thousands):

	Three Months Ended   June 30,			Six Months Ended   June 30,
	2019		2018	2019	2018
Service cost	$	—	—	—	—
Interest cost	19		17	37	34
Amortization of unrecognized net loss	—		4	—	8
Net periodic pension cost	$	19	21	37	42

Amounts recognized in accumulated other comprehensive income (loss), net of tax, at June 30, 2019 and December 31, 2018 for the nonqualified defined benefit retirement plan consists of (in thousands):

	June 30, 2019		December 31, 2018
Net actuarial loss	$	—	88
Past service cost	—		—
Total recognized, net of tax	$	—	88

Note 13 – Stock Based Compensation

LCNB established an Ownership Incentive Plan (the "2002 Plan") during 2002 that allowed for stock-based awards to eligible employees, as determined by the Board of Directors.  The awards were made in the form of stock options, share awards, and/or appreciation rights.  The 2002 Plan provided for the issuance of up to 200,000 shares of common stock. The 2002 Plan expired on April 16, 2012. Any outstanding unexercised options, however, continue to be exercisable in accordance with their terms.

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 is subject to earlier termination by the Compensation Committee.

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

28

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 13 – Stock Based Compensation (continued)

LCNB has not granted stock option awards since 2012. Options granted to date under the 2002 Plan vest ratably over a five-year period and expire ten years after the date of grant. Stock options outstanding at June 30, 2019 were as follows:

	Outstanding Stock Options			Exercisable Stock Options
Exercise Price Range	Number	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Years)	Number	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Years)
$11.00 - $12.99	13,278	11.98	1.6	13,278	11.98	1.6

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

	Six Months Ended June 30,
	2019				2018
	Options	Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands) (1)	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands) (1)
Outstanding, January 1,	13,278	$	11.98		20,265		$	11.42
Granted	—	—			—		—
Exercised	—	—			(2,631	)	12.55
Expired	—	—			—		—
Outstanding, June 30,	13,278	11.98		93	17,634		11.25		149
Exercisable, June 30,	13,278	11.98		93	17,634		11.25		149
(1) Aggregate Intrinsic Value is defined as the amount by which the current market value of the underlying stock exceeds the exercise price of the option.

The following table provides information related to stock options exercised during the periods indicated (in thousands):

	Six Months Ended June 30,
	2019		2018
Intrinsic value of options exercised	$	—	17
Cash received from options exercised	—		33
Tax benefit realized from options exercised	—		2

No compensation costs related to option awards were recognized during 2018 or 2019.

29

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 13 – Stock Based Compensation (continued)

Restricted stock awards granted under the 2015 Plan were as follows:

	2019				2018
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding, January 1,	16,958		$	18.94	8,817		$	16.44
Granted	12,504		16.95		10,634		19.20
Vested	(2,795	)	20.01		(669	)	22.60
Forfeited	—		—		—		—
Outstanding, June 30,	26,667		$	17.89	18,782		$	17.78

The following table presents expense recorded in salaries and employee benefits for restricted stock awards and the related tax information for the three and six months ended June 30, 2019 and 2018 (in thousands):

	Three Months Ended   June 30,			Six Months Ended   June 30,
	2019		2018	2019	2018
Restricted stock expense	$	21	15	91	71
Tax effect	4		3	19	15

Unrecognized compensation expense for restricted stock awards was $302,000 at June 30, 2019 and is expected to be recognized over a period of 4.8 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 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.  

30

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 and six months ended June 30, 2019 and 2018 were calculated as follows (dollars in thousands, except share and per share data):

	Three Months Ended   June 30,			Six Months Ended   June 30,
	2019		2018	2019		2018
Net income	$	4,728	2,738	9,355		5,451
Less allocation of earnings and dividends to participating securities	9		3	17		7
Net income allocated to common shareholders	$	4,719	2,735	9,338		5,444
Weighted average common shares outstanding, gross	13,216,922		11,114,745	13,262,140		10,578,290
Less average participating securities	24,231		15,260	24,231		15,260
Weighted average number of shares outstanding used in the calculation of basic earnings per common share	13,192,691		11,099,485	13,237,909		10,563,030
Add dilutive effect of:
Stock options	3,974		5,529	3,843		5,762
Adjusted weighted average number of shares outstanding used in the calculation of diluted earnings per common share	13,196,665		11,105,014	13,241,752		10,568,792
Earnings per common share:
Basic	$	0.36	0.25	$	0.71	0.52
Diluted	0.36		0.25	0.71		0.52

There were no anti-dilutive stock options outstanding at June 30, 2019 or 2018.

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.

31

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 15 - Fair Value Measurements (continued)

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 invested in two mutual funds that are traded in active markets and their fair values are based on market quotations (level 1). Investments in another two mutual funds are measured at fair value using net asset values ("NAV") and are considered level 1 because the NAVs are determined and published and are the basis for current transactions. One of the mutual funds measured at fair value using its NAV was sold during the first quarter 2019.

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 (loss). LCNB utilizes a pricing service for determining the fair values of its debt securities.  Methods and significant assumptions used to estimate fair value are as follows:

• Fair value 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 impaired loans, other real estate owned, and other repossessed assets.

A loan is considered impaired when management believes it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement.  Impaired loans are carried at the present value of estimated future cash flows using the loan's existing rate or the fair value of collateral if the loan is collateral dependent, if this value is less than the loan balance.  These inputs are considered to be level 3.

Other real estate owned is adjusted to fair value, less costs to sell, upon transfer of the loan to foreclosed assets, usually based on an appraisal of the property.  Subsequently, foreclosed assets are carried at the lower of carrying value or fair value.  Other repossessed assets are valued at estimated sales prices, less costs to sell. The inputs for real estate owned and other repossessed assets are considered to be level 3.

32

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 June 30, 2019 and December 31, 2018 (in thousands):

				Fair Value Measurements at the End of the Reporting Period Using
		Fair Value Measurements		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
June 30, 2019
Recurring fair value measurements:
	Equity securities with a readily determinable fair value:
	Equity securities	$	922	922	—	—
	Mutual funds	43		43	—	—
	Mutual funds measured at net asset value	1,281		1,281	—	—
	Debt securities, available-for-sale:
	U.S. Treasury notes	2,303		2,303	—	—
	U.S. Agency notes	77,827		—	77,827	—
	U.S. Agency mortgage-backed securities	62,139		—	62,139	—
	Municipal securities:
	Non-taxable	39,903		—	39,903	—
	Taxable	16,488		—	16,488	—
	Total recurring fair value measurements	$	200,906	4,549	196,357	—
Nonrecurring fair value measurements:
	Impaired loans	$	1,003	—	—	1,003
	Other real estate owned and repossessed assets	197		—	—	197
	Total nonrecurring fair value measurements	$	1,200	—	—	1,200
December 31, 2018
Recurring fair value measurements:
	Equity securities with a readily determinable fair value:
	Equity securities	$	519	519	—	—
	Mutual funds	39		39	—	—
	Mutual funds measured at net asset value	1,520		1,520	—	—
	Debt securities, available-for-sale:
	U.S. Treasury notes	2,235		2,235	—	—
	U.S. Agency notes	78,340		—	78,340	—
	U.S. Agency mortgage-backed securities	55,610		—	55,610	—
	Municipal securities:
	Non-taxable	84,714		—	84,714	—
	Taxable	17,522		—	17,522	—
	Total recurring fair value measurements	$	240,499	4,313	236,186	—
Nonrecurring fair value measurements:
	Impaired loans	$	1,039	—	—	1,039
	Other real estate owned and repossessed assets	244		—	—	244
	Total nonrecurring fair value measurements	$	1,283	—	—	1,283

33

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 June 30, 2019 and December 31, 2018 (dollars in thousands):

					Range
	Fair Value		Valuation Technique	Unobservable Inputs	High		Low		Weighted Average
June 30, 2019
Impaired loans	$	32	Estimated sales price	Adjustments for comparable properties, discounts to reflect current market conditions	Not applicable
	971		Discounted cash flows	Discount rate	8.25	%	4.50	%	6.84	%
Other real estate owned	197		Estimated sales price	Adjustments for comparable properties, discounts to reflect current market conditions	Not applicable
December 31, 2018
Impaired loans	$	45	Estimated sales price	Adjustments for comparable properties, discounts to reflect current market conditions	Not applicable
	994		Discounted cash flows	Discount rate	8.25	%	4.50	%	6.86	%
Other real estate owned	244		Estimated sales price	Adjustments for comparable properties, discounts to reflect current market conditions	Not applicable

34

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 15 - Fair Value Measurements (continued)

Carrying amounts and estimated fair values of financial instruments as of June 30, 2019 and December 31, 2018 are 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)
June 30, 2019
FINANCIAL ASSETS:
Cash and cash equivalents	$	23,185	23,185	23,185	—	—
Interest-bearing time deposits	498		498	—	498	—
Debt securities, held-to-maturity	33,343		33,543	—	—	33,543
Federal Reserve Bank stock	4,652		4,652	4,652	—	—
Federal Home Loan Bank stock	5,203		5,203	5,203	—	—
Loans, net	1,226,149		1,241,333	—	—	1,241,333
Accrued interest receivable	4,462		4,462	—	4,462	—
FINANCIAL LIABILITIES:
Deposits	1,357,959		1,362,247	1,021,956	340,291	—
Short-term borrowings	—		—	—	—	—
Long-term debt	41,986		42,586	—	42,586	—
Accrued interest payable	704		704	—	704	—
December 31, 2018
FINANCIAL ASSETS:
Cash and cash equivalents	$	20,040	20,040	20,040	—	—
Interest-bearing time deposits	996		995	—	995	—
Investment securities, held-to-maturity	29,721		29,024	—	—	29,024
Federal Reserve Bank stock	4,653		4,653	4,653	—	—
Federal Home Loan Bank stock	4,845		4,845	4,845	—	—
Loans, net	1,194,577		1,183,041	—	—	1,183,041
Accrued interest receivable	4,317		4,317	—	4,317	—
FINANCIAL LIABILITIES:
Deposits	1,300,919		1,301,298	1,004,057	297,241	—
Short-term borrowings	56,230		56,230	56,230	—	—
Long-term debt	47,032		48,255	—	48,255	—
Accrued interest payable	690		690	—	690	—

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 June 30, 2019 and December 31, 2018.

35

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.  The following methods and assumptions were used to estimate the fair value of certain financial instruments:

Cash and cash equivalents

The carrying amounts presented are deemed to approximate fair value.

Interest-bearing time deposits

Fair values are estimated based on the discounted value of expected net cash flows using current interest rates.

Equity securities without a readily determinable fair value

Equity securities without a readily determinable fair value are measured at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Investment securities, held-to-maturity

Fair values for investment securities, held-to-maturity are based on quoted market prices for similar securities and/or discounted cash flow analysis or other methods.  

Federal Home Loan Bank stock and Federal Reserve Bank stock

The carrying value of Federal Home Loan Bank and Federal Reserve Bank stock approximates fair value based on the respective redemptive provisions.

Loans

The estimated fair value of loans follows the guidance in ASU 2016-01, which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments. The fair value calculation discounts estimated future cash flows using rates that incorporated discounts for credit, liquidity, and marketability factors.

Deposits

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

Borrowings

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

Accrued interest receivable and Accrued interest payable

Carrying amount approximates fair value.

36

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 16 – Recent Accounting Pronouncements

From time to time the FASB issues an ASU to communicate changes to U.S. generally accepted accounting principles. 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 operations:

ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"

ASU No. 2016-13 was issued in June 2016 and, once effective, will significantly change current guidance for recognizing impairment of financial instruments. Current guidance requires an "incurred loss" methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU No. 2016-13 replaces the incurred loss impairment methodology with a new current expected credit loss ("CECL") methodology that reflects expected credit losses over the lives of the loans and requires consideration of a broader range of information to inform credit loss estimates. The ASU 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. Additional disclosures are required.

ASU No. 2016-13 also amends the accounting for credit losses on debt securities, available-for-sale, and purchased financial assets with credit deterioration. Under the new guidance, entities will determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. Any credit loss will be recognized as an allowance for credit losses on debt securities, available-for-sale, rather than as a direct reduction of the amortized cost basis of the investment, as is currently required. As a result, entities will recognize improvements to estimated credit losses on debt securities, available-for-sale, immediately in earnings rather than as interest income over time, as currently required.

ASU No. 2016-13 eliminates the current accounting model for purchased credit impaired loans and debt securities. Instead, purchased financial assets with credit deterioration will be recorded gross of estimated credit losses as of the date of acquisition and the estimated credit losses amounts will be added to the allowance for credit losses. Thereafter, entities will account for additional impairment of such purchased assets using the models listed above.

ASU No. 2016-13 will take effect for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

LCNB has created a cross-functional CECL Committee, which reports to the Audit Committee, composed of members from the lending, trust, and finance departments. The CECL Committee has selected a vendor to assist in implementation of and ongoing compliance with the new requirements. It has completed analyzing its data collection efforts, selected a calculation model, and is currently analyzing its pool segmentation and reporting mechanisms for adoption of the new methodology. The current plan is to parallel process the CECL methodology with LCNB's current methodology for the the third quarter 2019 analysis of the allowance for loan losses. While the committee and management expect that the implementation of ASU No. 2016-13 will increase the balance of the allowance for loan losses, they are continuing to evaluate the potential impact on LCNB's results of operations and financial position. The financial statement impact of this new standard cannot be reasonably estimated at this time.

37

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

Note 16 – Recent Accounting Pronouncements (continued)

ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment"

ASU No. 2017-04 was issued in January 2017 and applies to public and other entities that have goodwill reported in their financial statements. To simplify the subsequent measurement of goodwill, this ASU eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is an SEC filer should adopt the amendments in this update on a prospective basis for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Adoption of ASU No. 2017-04 is not expected to have a material impact on LCNB's results of operations or financial position.

ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement"

ASU No. 2018-13 was issued in August 2018 and applies to all entities that are required to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update modify fair value disclosure requirements, including the deletion, modification, and addition of certain targeted disclosures. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and delay adoption of the additional disclosures until the effective date. The amendments are to be applied on a retrospective basis to all periods presented upon adoption, except for certain amendments described in the update that are to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. Adoption of ASU No. 2018-13 will not have a material impact on LCNB's results of operations or financial position.

ASU No. 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans"

ASU No. 2018-14 was issued in August 2018. The amendments in this update modify disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans, including the deletion, modification, and addition of certain targeted disclosures. The amendments are effective for public business entities for fiscal years beginning after December 15, 2020. Early adoption is permitted. The amendments are to be applied on a retrospective basis to all periods presented upon adoption. Adoption of ASU No. 2018-14 will not have a material impact on LCNB's results of operations or financial position.

ASU No. 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract"

ASU No. 2018-15 was issued in August 2018 and applies to entities that are a customer in a hosting arrangement, as defined, that is accounted for as a service contract. The amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. Capitalized implementation costs are to be expensed over the term of the hosting arrangement. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Adoption of ASU No. 2018-15 is not expected to have a material impact on LCNB's results of operations or financial position.

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LCNB CORP. AND SUBSIDIARIES

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

Forward Looking Statements

Certain 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, 2018, 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. However, 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 from those expectations. 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 any 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;

4. LCNB may face competitive loss of customers;

5. changes in the interest rate environment 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. the current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations;

10. deterioration in the financial condition of the U.S. banking system may impact the valuations of investments LCNB has made in the securities of other financial institutions resulting in either actual losses or other-than-temporary impairments on such investments;

11. difficulties with technology or data security breaches, including cyberattacks, that could negatively affect LCNB's ability to conduct business and its relationships with customers, vendors, and others; and

12. government intervention in the U.S. financial system, including the effects of legislative, tax, accounting, and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection 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, and the Tax Cuts and Jobs Act. 

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. 

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LCNB CORP. AND SUBSIDIARIES

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

Critical Accounting Policies

Allowance for Loan Losses.  The allowance for loan losses is established through a provision for loan losses charged to expense.  Loans are charged against the allowance for loan losses when management believes that the collectibility 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 inherent losses in the loan portfolio, based on evaluations of the collectibility 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 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.

The allowance consists of specific and general components.  The specific component typically relates to loans that are classified as doubtful, substandard, or special mention.  For such loans an allowance is established when the discounted cash flows or collateral value is lower than the carrying value of that loan.  The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors, which include trends in underperforming loans, trends in the volume and terms of loans, economic trends and conditions, concentrations of credit, trends in the quality of loans, and borrower financial statement exceptions.

Based on its evaluations, management believes that the allowance for loan losses will be adequate to absorb estimated losses inherent in the current loan portfolio.

Acquired Credit Impaired Loans. LCNB accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be measured at their fair values at the acquisition date. Acquired loans are reviewed to determine if there is evidence of deterioration in credit quality since inception and if it is probable that LCNB will be unable to collect all amounts due under the contractual loan agreements. The analysis includes expected prepayments and estimated cash flows including principal and interest payments at the date of acquisition. The amount in excess of the estimated future cash flows is not accreted into earnings. The amount in excess of the estimated future cash flows over the book value of the loan is accreted into interest income over the remaining life of the loan (accretable yield). LCNB records these loans on the acquisition date at their net realizable value. Thus, an allowance for estimated future losses is not established on the acquisition date. Subsequent to the date of acquisition, expected future cash flows on loans acquired are updated and any losses or reductions in estimated cash flows which arise subsequent to the date of acquisition are reflected as a charge through the provision for loan losses. An increase in the expected cash flows adjusts the level of the accretable yield recognized on a prospective basis over the remaining life of the loan. Due to the number, size, and complexity of loans within the acquired loan portfolio, there is always a possibility of inherent undetected losses.

Accounting for Intangibles.  LCNB’s intangible assets at June 30, 2019 are composed primarily of goodwill and core deposit intangibles related to acquisitions of other financial institutions. It also includes mortgage servicing rights recorded from sales of mortgage loans to the Federal Home Loan Mortgage Corporation and mortgage servicing rights acquired through the acquisition of Eaton National Bank & Trust Co. and Columbus First Bancorp, Inc. Goodwill is not subject to amortization, but is reviewed annually for impairment.  Core deposit intangibles are being amortized on a straight line basis over their respective estimated weighted average lives.  Mortgage servicing rights are capitalized by allocating the total cost of loans between mortgage servicing rights and the loans based on their estimated fair values.  Capitalized mortgage servicing rights are amortized to loan servicing income in proportion to and over the period of estimated servicing income, subject to periodic review for impairment.

Results of Operations

Net income for the three and six months ended June 30, 2019 was $4,728,000 (total basic and diluted earnings per share of $0.36) and $9,355,000 (total basic and diluted earnings per share of $0.71). This compares to net income of $2,738,000 (total basic and diluted earnings per share of $0.25) and $5,451,000 (total basic and diluted earnings per share of $0.52) for the same three and six month periods in 2018.

40

LCNB CORP. AND SUBSIDIARIES

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

Net Interest Income

Three Months Ended June 30, 2019 vs. 2018

LCNB's primary source of earnings is net interest income, which is the difference between earnings from loans and other investments and interest paid on deposits and other liabilities.  The following table presents, for the three months ended June 30, 2019 and 2018, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid.

	Three Months Ended June 30,
	2019							2018
	Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate
						(Dollars in thousands)
Loans (1)	$	1,217,726		$	14,662	4.83	%	$	961,726		$	10,703	4.46	%
Interest-bearing demand deposits	11,545			76		2.64	%	8,084			52		2.58	%
Interest-bearing time deposits	602			3		2.00	%	3,462			2		0.23	%
Federal Reserve Bank stock	4,652			140		12.07	%	2,732			82		12.04	%
Federal Home Loan Bank stock	5,175			66		5.12	%	4,036			61		6.06	%
Investment securities:
Equity securities	4,292			31		2.90	%	3,291			24		2.93	%
Debt securities, taxable	161,302			933		2.32	%	168,245			934		2.23	%
Debt securities, non-taxable (2)	73,931			528		2.86	%	124,600			861		2.77	%
Total earnings assets	1,479,225			16,439		4.46	%	1,276,176			12,719		4.00	%
Non-earning assets	162,508							137,765
Allowance for loan losses	(4,088		)					(4,245		)
Total assets	$	1,637,645						$	1,409,696
Savings deposits	$	685,229		601		0.35	%	$	676,504		242		0.14	%
IRA and time certificates	331,214			1,863		2.26	%	226,451			854		1.51	%
Short-term borrowings	243			2		3.30	%	3,491			7		0.80	%
Long-term debt	42,567			272		2.56	%	13,252			67		2.03	%
Total interest-bearing liabilities	1,059,253			2,738		1.04	%	919,698			1,170		0.51	%
Demand deposits	336,006							309,149
Other liabilities	18,183							10,772
Capital	224,203							170,077
Total liabilities and capital	$	1,637,645						$	1,409,696
Net interest rate spread (3)						3.42	%						3.49	%
Net interest income and net interest margin on a taxable-equivalent basis (4)				$	13,701	3.72	%				$	11,549	3.63	%
Ratio of interest-earning assets to interest-bearing liabilities	139.65		%					138.76		%

(1)Includes non-accrual loans.

(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.

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LCNB CORP. AND SUBSIDIARIES

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

The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the three months ended June 30, 2019 as compared to the same period in 2018.  Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each.

	Three Months Ended June 30, 2019 vs. 2018 Increase (decrease) due to:
	Volume			Rate		Total
	(In thousands)
Interest-earning Assets:
Loans	$	3,027		932		3,959
Interest-bearing demand deposits	23			1		24
Interest-bearing time deposits	(3		)	4		1
Federal Reserve Bank stock	58			—		58
Federal Home Loan Bank stock	15			(10	)	5
Investment securities:
Equity securities	7			—		7
Debt securities, taxable	(39		)	38		(1	)
Debt securities, non-taxable	(361		)	28		(333	)
Total interest income	2,727			993		3,720
Interest-bearing Liabilities:
Savings deposits	3			356		359
IRA and time certificates	489			520		1,009
Short-term borrowings	(11		)	6		(5	)
Long-term debt	183			22		205
Total interest expense	664			904		1,568
Net interest income	$	2,063		89		2,152

Net interest income on a fully taxable-equivalent basis for the three months ended June 30, 2019 totaled $13,701,000, an increase of $2,152,000 from the comparable period in 2018.  Total interest income increased $3,720,000, partially offset by an increase in interest expense of $1,568,000.

The increase in total interest income was due primarily to a $3,959,000 increase in loan interest income caused by a $256.0 million increase in the average balance of LCNB's loan portfolio and by a 37 basis point (a basis point equals 0.01%) increase in the average rate earned on loans. Loans obtained through the merger with CFB were a significant component of the increase in average loans. Slightly offsetting the increase in loan interest income was a $333,000 decrease in interest income from non-taxable debt securities. The decrease in interest income from non-taxable debt securities was due to a $50.7 million decrease in average non-taxable debt securities, partially offset by a 9 basis point increase in the average rate earned. Decreases in debt securities were invested in the loan portfolio and used to pay down short-term borrowings.

The increase in total interest expense was primarily due to a $1,009,000 increase in interest expense for IRA and time certificates due to a $104.8 million increase in the average balance on such certificates and to a 75 basis point market-driven increase in the average rates paid. Interest expense for savings deposits increased $359,000 primarily due to a 21 basis point increase in the average rate paid for these deposits Interest expense for long-term debt increase $205,000 due primarily to a $29.3 million increase in average debt outstanding and secondarily to a 53 basis point increase in the average rate paid. Deposits and long-term debt obtained through the merger with CFB were a significant component of the increase in average total interest-bearing liabilities.

42

LCNB CORP. AND SUBSIDIARIES

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

Six Months Ended June 30, 2019 vs. 2018

The following table presents, for the six months ended June 30, 2019 and 2018, 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.

	Six Months Ended June 30,
	2019							2018
	Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate
						(Dollars in thousands)
Loans (1)	$	1,213,292		$	29,200	4.85	%	$	907,739		$	20,116	4.47	%
Interest-bearing demand deposits	8,661			127		2.96	%	5,987			71		2.39	%
Interest-bearing time deposits	781			8		2.07	%	1,740			2		0.23	%
Federal Reserve Bank stock	4,652			140		6.07	%	2,732			82		6.05	%
Federal Home Loan Bank stock	5,011			139		5.59	%	3,838			114		5.99	%
Investment securities:
Equity securities	4,256			64		3.03	%	3,273			46		2.83	%
Debt securities, taxable	156,494			1,802		2.32	%	170,901			1,865		2.20	%
Debt securities, non-taxable (2)	86,778			1,216		2.83	%	127,523			1,752		2.77	%
Total earnings assets	1,479,925			32,696		4.46	%	1,223,733			24,048		3.96	%
Non-earning assets	160,527							131,447
Allowance for loan losses	(4,081		)					(3,825		)
Total assets	$	1,636,371						$	1,351,355
Savings deposits	$	692,926		1,262		0.37	%	$	661,680		441		0.13	%
IRA and time certificates	320,998			3,488		2.19	%	207,989			1,526		1.48	%
Short-term borrowings	11,675			221		3.82	%	8,759			76		1.75	%
Long-term debt	43,616			489		2.26	%	7,784			81		2.10	%
Total interest-bearing liabilities	1,069,215			5,460		1.03	%	886,212			2,124		0.48	%
Demand deposits	329,118							294,141
Other liabilities	15,194							10,879
Capital	222,844							160,123
Total liabilities and capital	$	1,636,371						$	1,351,355
Net interest rate spread (3)						3.43	%						3.48	%
Net interest income and net interest margin on a taxable-equivalent basis (4)				$	27,236	3.71	%				$	21,924	3.61	%
Ratio of interest-earning assets to interest-bearing liabilities	138.41		%					138.09		%

(1)Includes non-accrual loans.

(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.

43

LCNB CORP. AND SUBSIDIARIES

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

The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the six months ended June 30, 2019, as compared to the same period in 2018.  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.

	Six Months Ended June 30, 2019 vs. 2018 Increase (decrease) due to:
	Volume			Rate		Total
	(In thousands)
Interest-earning Assets:
Loans	$	7,235		1,849		9,084
Interest-bearing demand deposits	37			19		56
Interest-bearing time deposits	(2		)	8		6
Federal Reserve Bank stock	58			—		58
Federal Home Loan Bank stock	33			(8	)	25
Investment securities:
Equity securities	15			3		18
Debt securities, taxable	(162		)	99		(63	)
Debt securities, non-taxable	(570		)	34		(536	)
Total interest income	6,644			2,004		8,648
Interest-bearing Liabilities:
Savings deposits	22			799		821
IRA and time certificates	1,041			921		1,962
Short-term borrowings	32			113		145
Long-term debt	401			7		408
Total interest expense	1,496			1,840		3,336
Net interest income	$	5,148		164		5,312

Net interest income on a fully taxable-equivalent basis for the six months ended June 30, 2019 totaled $27,236,000, an increase of $5,312,000 from the comparable period in 2018.  Total interest income increased $8,648,000, partially offset by an increase in interest expense of $3,336,000.

The increase in total interest income was due primarily to a $9,084,000 increase in loan interest income caused by a $305.6 million increase in the average balance of the loan portfolio and by a 38 basis point increase in the average rate earned on loans. Loans obtained through the merger with CFB were a significant component of the increase in average loans. Slightly offsetting the increase in loan interest income was a $536,000 decrease in interest income from non-taxable debt securities due to a $40.7 million decrease in average non-taxable debt securities, partially offset by 6 basis point increase in the average rate earned. Decreases in debt securities were invested in the loan portfolio.

The increase in total interest expense was due to increases in all line items due to increases in average balances and market-driven increases in average rates paid. Total average interest-bearing liabilities increased $183.0 million and the average rate paid on total interest-bearing liabilities increased 55 basis points. Deposits and long-term debt obtained through the merger with CFB were a significant component of the increase in average total interest-bearing liabilities.

44

LCNB CORP. AND SUBSIDIARIES

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

Provision and Allowance For Loan Losses

The total provision for loan losses is determined based upon management's evaluation as to the amount needed to maintain the allowance for loan losses at a level considered appropriate in relation to the risk of losses inherent in the portfolio.  In addition to historic charge-off percentages, factors taken into consideration to determine the adequacy of the allowance for loan losses include the nature, volume, and consistency of the loan portfolio, overall portfolio quality, a review of specific problem loans, and current economic conditions that may affect borrowers' ability to pay.  The provision (credit) for loan losses for the three and six months ended June 30, 2019 was $54,000 and $(51,000), respectively, as compared to a provision of $224,000 and $303,000 for the comparable periods in 2018. Net charge-offs (recoveries) for the three and six months ended June 30, 2019 was $68,000 and $(117,000), respectively, as compared to net charge-offs of $150,000 and $103,000 for the comparable periods in 2018.

Non-Interest Income

A comparison of non-interest income for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands):

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2019		2018		Difference		2019		2018		Difference
Fiduciary income	$	1,058	942		116		2,092		1,906		186
Service charges and fees on deposit accounts	1,497		1,426		71		2,805		2,731		74
Net gains (losses) on sales of debt securities	1		(1	)	2		(17	)	(1	)	(16	)
Bank owned life insurance income	183		182		1		365		368		(3	)
Gains from sales of loans	64		97		(33	)	93		119		(26	)
Other operating income	195		145		50		432		304		128
Total non-interest income	$	2,998	2,791		207		5,770		5,427		343

Reasons for increases and decreases include:

• Fiduciary income increased due to an increase in trust and brokerage assets managed.

• Other operating income increased due to an increase in the fair value of equity security investments, partially offset by smaller decreases in various other accounts.

Non-Interest Expense

A comparison of non-interest expense for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands):

	Three Months Ended   June 30,							Six Months Ended   June 30,
	2019		2018		Difference			2019		2018		Difference
Salaries and employee benefits	$	6,243	$	5,128	$	1,115		$	12,405	$	10,105	$	2,300
Equipment expenses	278		268		10			544		521		23
Occupancy expense, net	744		658		86			1,507		1,385		122
State financial institutions tax	436		296		140			874		599		275
Marketing	297		284		13			599		416		183
Amortization of intangibles	260		188		72			517		373		144
FDIC insurance premiums	112		99		13			238		198		40
Contracted services	475		391		84			939		706		233
Other real estate owned	48		1		47			51		3		48
Merger-related expenses	20		855		(835		)	87		1,613		(1,526		)
Other non-interest expense	1,920		2,543		(623		)	3,772		4,341		(569		)
Total non-interest expense	$	10,833	$	10,711	$	122		$	21,533	$	20,260	$	1,273

45

LCNB CORP. AND SUBSIDIARIES

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

Reasons for increases and decreases include:

• Salaries and employee benefits increased 21.7% and 22.8% for the respective three and six months ended June 30, 2019 as compared to the same periods in 2018. The increase was primarily due to salary and wage increases, newly hired employees, and CFB employees retained. Full-time equivalent employees at June 30, 2019 totaled 355, compared with 344 full-time equivalent employees at Jun 30, 2018.

• State financial institutions tax expense increased due to a larger capital base (Ohio financial institutions tax is based on capital, not income), largely caused by stock issued to CFB stockholders as merger consideration.

• Marketing increased primarily due to promotion costs for new checking products introduced during 2018 and expanded use of broadcast and digital media.

• Amortization of intangibles increased due to amortization of the core deposit intangible recognized as part of the acquisition accounting for CFB.

• Contracted services increased due to additional fees paid for loan and deposit system upgrades and improvements and to general price increases on other contracted services.

• Other real estate owned expense increased due to an impairment charge recognized during the second quarter 2019.

• Merger-related expenses during the 2019 and 2018 periods are due to the acquisition of CFB.

• Other non-interest expense decreased due to the absence of a $645,000 impairment charge recognized on one of LCNB's office buildings during the second quarter 2018.

Income Taxes

LCNB's effective tax rates for the three and six months ended June 30, 2019 were 17.1% and 17.0%, respectively, compared to 15.1% for both the three and six months ended June 30, 2018.  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 rates for the three and six months ended June 30, 2019 were greater than the comparable periods in 2018 due to a lower volume of tax-exempt municipal securities.

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 June 30, 2019 and December 31, 2018 is as follows (in thousands):

	June 30, 2019	December 31, 2018	Difference $		Difference %
ASSETS:
Total cash and cash equivalents	23,185	20,040	3,145		15.69	%
Interest -bearing time deposits	498	996	(498	)	(50.00	)%
Investment securities:
Equity securities with a readily determinable fair value, at fair value	2,246	2,078	168		8.08	%
Equity securities without a readily determinable fair value, at cost	2,099	2,099	—		—	%
Debt securities, available-for-sale, at fair value	198,660	238,421	(39,761	)	(16.68	)%
Debt securities, held-to-maturity, at cost	33,343	29,721	3,622		12.19	%
Federal Reserve Bank stock, at cost	4,652	4,653	(1	)	(0.02	)%
Federal Home Loan Bank stock, at cost	5,203	4,845	358		7.39	%
Loans, net	1,226,149	1,194,577	31,572		2.64	%
Premises and equipment, net	33,013	32,627	386		1.18	%
Operating lease right-of-use assets	5,686	—	5,686		—	%
Goodwill	59,221	59,221	—		—	%
Core deposit and other intangibles	4,494	5,042	(548	)	(10.87	)%
Bank owned life insurance	29,088	28,723	365		1.27	%
Other assets	14,475	13,884	591		4.26	%
Total assets	1,642,012	1,636,927	5,085		0.31	%
LIABILITIES:
Deposits:
Non-interest-bearing	335,474	322,571	12,903		4.00	%
Interest-bearing	1,022,485	978,348	44,137		4.51	%
Total deposits	1,357,959	1,300,919	57,040		4.38	%
Short-term borrowings	—	56,230	(56,230	)	(100.00	)%
Long-term debt	41,986	47,032	(5,046	)	(10.73	)%
Operating leases liability	5,615	—	5,615		—	%
Accrued interest and other liabilities	13,480	13,761	(281	)	(2.04	)%
Total liabilities	1,419,040	1,417,942	1,098		0.08	%
TOTAL SHAREHOLDERS' EQUITY	222,972	218,985	3,987		1.82	%
Total liabilities and shareholders' equity	1,642,012	1,636,927	5,085		0.31	%

Reasons for increases and decreases include:

• Interest-bearing time deposits were obtained through the merger with CFB. This line item represents certificates of deposit with individual balances of less than $250,000 invested in various financial institutions. Management has decided not to renew matured certificates.

• Debt securities, available-for-sale, decreased due to sales of securities with a total book value of $50.3 million and maturities and calls of securities totaling $7.1 million. These decreases were partially offset by the purchase of new securities totaling $12.3 million and by a net increase in fair values totaling $5.9 million. The net funds received were invested in the loan portfolio and used to help pay down short-term borrowings and long-term debt.

• Federal Home Loan Bank stock increased due to the purchase of additional shares.

• Net loans increased due to organic growth in the loan portfolio.

47

LCNB CORP. AND SUBSIDIARIES

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

• LCNB adopted ASU No. 2016-02, "Leases (Topic 842)" on January 1, 2019 and recorded operating lease right-of-use assets representing its right to use the underlying assets for the terms of the leases and an operating leases liability representing its liability to make lease payments. See Note 1 -Basis of Presentation - Accounting Changes and Note 8 - Leases for more information.

• Core deposit and other intangibles decreased due to amortization of core deposit intangibles.

• Total deposits increased largely due to a $47.0 million increase in public fund deposits by local government entities. Public fund deposits can be relatively volatile due to seasonal tax collections and the financial needs of the local entities. Historically, these deposits tend to be at their lowest balances at year-ends.

• The decrease in short-term borrowings was funded primarily by the increase in total deposits and the decrease in debt securities, available-for-sale.

• Long-term debt decreased due to payoffs of matured debt. There were no new borrowings during the first half of 2019.

• Total shareholders' equity increased primarily due to earnings retained during the first half of 2019 and to a $4.7 million decrease in accumulated other comprehensive loss, net of taxes caused by market-driven increases in the fair value of LCNB's debt security investments. These increases were partially offset by the purchase of new treasury shares and dividends paid to shareholders.

Regulatory Capital

LCNB (consolidated) and 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.

A rule requiring a Capital Conservation Buffer began phase-in on January 1, 2016 and was fully implemented at the beginning of 2019. Under the fully-implemented rule, 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 Requirement		Minimum Requirement with Capital Conservation Buffer for 2019		To Be Considered Well-Capitalized
Ratio of Common Equity Tier 1 Capital to risk-weighted assets	4.5	%	7.0	%	6.5	%
Ratio of Tier 1 Capital to risk-weighted assets	6.0	%	8.5	%	8.0	%
Ratio of Total Capital (Tier 1 Capital plus Tier 2 Capital) to risk-weighted assets	8.0	%	10.5	%	10.0	%
Leverage Ratio (Tier 1 Capital to adjusted quarterly average total assets)	4.0	%	N/A		5.0	%

As of the most recent notification from their regulators, the Bank and LCNB were categorized as "well-capitalized" under the regulatory framework for prompt corrective action.  Management believes that no conditions or events have occurred since the last notification that would change the Bank's or LCNB's category.

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):

	June 30, 2019			December 31, 2018
Regulatory Capital:
Shareholders' equity	$	219,230		$	215,395
Goodwill and other intangibles	(63,270		)	(63,788		)
Accumulated other comprehensive loss	53			4,719
Tier 1 risk-based capital	156,013			156,326
Eligible allowance for loan losses	4,112			4,046
Total risk-based capital	$	160,125		$	160,372
Capital ratios:
Common Equity Tier 1 Capital to risk-weighted assets	12.44		%	12.65		%
Tier 1 Capital to risk-weighted assets	12.44		%	12.65		%
Total Capital to risk-weighted assets	12.77		%	12.98		%
Leverage	9.95		%	9.96		%

Risk-weighted capital ratios decreased due to changes made in LCNB's balance sheet during 2019. As previously discussed, management reduced investments in debt securities, available-for-sale, and used the funds to finance loan growth. In general, the government, government agency, and municipal debt securities that comprise the majority of LCNB's investments tend to have lower risk weights than loans and, as a result, the denominators for the ratios increased.

Liquidity

LCNB depends on dividends from the Bank for the majority of its liquid assets, including the cash needed to pay dividends to its shareholders.  National banking law limits the amount of dividends the Bank may pay to the sum of retained net income for the current year plus retained net income for the previous two years.  Prior approval from the Office of the Comptroller of the Currency, the Bank's primary regulator, is necessary for the Bank to pay dividends in excess of this amount. In addition, dividend payments may not reduce capital levels below minimum regulatory guidelines.  Management believes the Bank will be able to pay anticipated dividends to LCNB without needing to request approval.  The Bank is not aware of any reasons why it would not receive such approval, if required.

Effective liquidity management ensures that cash is available to meet the cash flow needs of borrowers and depositors, as well as meeting 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 $40.0 million with two 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 June 30, 2019 was approximately $87.4 million. One of the factors limiting remaining borrowing capacity is ownership of FHLB stock. LCNB could increase its borrowing capacity by purchasing additional FHLB stock. In addition, additional borrowings of approximately $40.0 million were available through the line of credit arrangements at quarter-end.

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.

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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 ("ALCO") primarily uses a combination of Interest Rate Sensitivity Analysis ("IRSA") and Economic Value of Equity ("EVE") analysis for measuring and managing interest rate risk.  IRSA is used to estimate the effect on net interest income ("NII") during a one-year period of instantaneous and sustained movements in interest rates, also called interest rate shocks, of 100, 200, 300, and 400 basis points.  Management considers the results of any significant downward scenarios of more than 100 basis points to not be meaningful in the current interest rate environment.  The base projection uses a current interest rate scenario.  As shown below, the June 30, 2019 IRSA indicates that an increase in interest rates will have a positive effect on NII and a 100 basis point decrease in interest rates will have a negative effect on NII. The changes in NII for all rate assumptions are within LCNB's acceptable ranges.

Rate Shock Scenario in Basis Points	Amount		$ Change in NII		% Change in NII
	(Dollars in thousands)
Up 400	$	60,633	2,823		4.88	%
Up 300	59,929		2,119		3.67	%
Up 200	59,216		1,406		2.43	%
Up 100	58,498		688		1.19	%
Base	57,810		—		—	%
Down 100	57,181		(629	)	(1.09	)%

IRSA shows the effect on NII during a one-year period only.  A more long-range model is the EVE analysis, which shows the estimated present value of future cash inflows from interest-earning assets less the present value of future cash outflows for interest-bearing liabilities for the same rate shocks.  As shown below, the June 30, 2019 EVE analysis indicates that an increase in interest rates will have a positive effect on the EVE and a 100 basis point decrease in interest rates will have a negative effect on the EVE.  The changes in the EVE for all rate assumptions are within LCNB's acceptable ranges.

Rate Shock Scenario in Basis Points	Amount		$ Change in EVE		% Change in EVE
	(Dollars in thousands)
Up 400	$	237,015	10,645		4.70	%
Up 300	237,106		10,736		4.74	%
Up 200	235,737		9,367		4.14	%
Up 100	232,213		5,843		2.58	%
Base	226,370		—		—	%
Down 100	221,840		(4,530	)	(2.00	)%

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

50

LCNB CORP. AND SUBSIDIARIES

Item 4. Controls and Procedures

a)  Disclosure controls and procedures.  The Chief Executive Officer and the Chief Financial Officer have carried out an evaluation of the effectiveness of LCNB's disclosure controls and procedures that ensure that information relating to LCNB required to be disclosed by LCNB in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to LCNB's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions to be made regarding required disclosures.  Based upon this evaluation, these officers have concluded that, as of June 30, 2019, 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.

51

PART II.  OTHER INFORMATION

LCNB CORP. AND SUBSIDIARIES

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

No material changes.

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 April 24, 2019, LCNB's Board of Directors authorized a share repurchase program (the “Program”). Under the terms of the Program, LCNB is authorized to repurchase up to 500,000 of its outstanding common shares. The Program is authorized to last no longer than five years. The Program replaced and superseded LCNB’s prior share repurchase programs, the “Market Repurchase Program” and the “Private Sale Repurchase Program,” which were adopted in April 2001.

Under the Program, 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 will be 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 Program 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 Program, 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 Program during the three months ended June 30, 2019, which were the only shares repurchased during 2019:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 2019	—	—		—	500,000
May 2019	139,182	$	17.09	139,182	360,818
June 2019	202,903	$	16.98	202,903	157,915

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

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Not applicable.

Item 5. Other Information

None.

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LCNB CORP. AND SUBSIDIARIES

Item 6. Exhibits

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger dated as of December 20, 2017 by and between LCNB Corp. and Columbus First Bancorp, Inc. - incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 21, 2017, Exhibit 2.1.
3.1	Amended and Restated Articles of Incorporation of LCNB Corp., as amended. (This document represents the Amended and Restated Articles of Incorporation of LCNB Corp. in compiled form incorporating all amendments. The compiled document has not been filed with the Ohio Secretary of State.) - incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, Exhibit 3.1.
3.2	Code of Regulations of LCNB Corp. – incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, Exhibit 3(ii).
10.1	LCNB Corp. Ownership Incentive Plan – incorporated by reference to Registrant's Form DEF 14A Proxy Statement pursuant to Section 14(a), dated March 15, 2002, Exhibit A (000-26121).
10.2	LCNB Corp. 2015 Ownership Incentive Plan - incorporated by reference to Registrant's Form DEF 14A Proxy Statement pursuant to Section 14(a), dated March 13, 2015, Exhibit A (001-35292)
10.3	Form of Option Grant Agreement under the LCNB Corp. Ownership Incentive Plan – incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 2005, Exhibit 10.2.
10.4	Nonqualified Executive Retirement Plan – incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2009, Exhibit 10.4.
10.5	Form of Restricted Share Grant Agreement under the LCNB Corp. 2015 Ownership Incentive Plan - incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 2015, Exhibit 10.7.
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from LCNB Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 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.

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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.
August 7, 2019	/s/ Eric J. Meilstrup
	Eric J. Meilstrup
	Chief Executive Officer
August 7, 2019	/s/ Robert C. Haines, II
	Robert C. Haines, II
	Executive Vice President and Chief Financial Officer

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