LCNBの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2024


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

For the transition period from to

Commission File Number 001-35292

LCNB Corp.

(Exact name of registrant as specified in its charter)


Ohio						31-1626393
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

2 North Broadway, Lebanon, Ohio 45036

(Address of principal executive offices, including Zip Code)

(513) 932-1414

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

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

☒ Yes ☐ No

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

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐ Yes ☒ No

The number of shares outstanding of the issuer's common stock, without par value, as of August 6, 2024 was 14,152,188 shares.

Table of Contents

LCNB CORP. AND SUBSIDIARIES

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION			3

Item 1. Financial Statements			3

CONSOLIDATED CONDENSED BALANCE SHEETS			3

CONSOLIDATED CONDENSED STATEMENTS OF INCOME			4

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)			5

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY			6

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS			7

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS			8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			45

Item 3. Quantitative and Qualitative Disclosures about Market Risks			61

Item 4. Controls and Procedures			62

PART II. OTHER INFORMATION			63

Item 1. Legal Proceedings			63

Item 1A. Risk Factors			63

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			63

Item 3. Defaults Upon Senior Securities			63

Item 4. Mine Safety Disclosures			63

Item 5. Other Information			63

Item 6. Exhibits			65

SIGNATURES			66

Table of Contents

Glossary of Abbreviations and Acronyms


ACL						Allowance for Credit Losses

ASC						Accounting Standards Codification
ASU						Accounting Standards Update
Bank						LCNB National Bank


CECL						Current expected credit losses



CNNB						Cincinnati Bancorp, Inc.
Company						LCNB Corp. and its consolidated subsidiaries as a whole

DCF						Discounted Cash Flow


Dodd-Frank Act						Dodd-Frank Wall Street Reform and Consumer Protection Act

EFBI						Eagle Financial Bancorp, Inc.
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
FFIEC						Financial Institutions Examination Council
FHLB						Federal Home Loan Bank
FOMC						Federal Open Market Committee of the Federal Reserve System
FRB						Federal Reserve Bank
GAAP						Generally Accepted Accounting Principles


IRA						Individual Retirement Account
LCNB						LCNB Corp. and its consolidated subsidiaries as a whole
LDA						Loss Driver Analysis
LGD						Loss Given Default
LIBOR						London Interbank Offered Rate

OCC						Office of the Comptroller of the Currency
PCD						Purchased Credit Deteriorated
PD						Probability of Default

SEC						Securities and Exchange Commission

TDR						Troubled Debt Restructuring

Table of Contents

PART I – FINANCIAL INFORMATION


Item 1.			Financial Statements

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands)


	June 30, 2024		December 31, 2023
	Unaudited		Audited
ASSETS:
Cash and due from banks	$	25,750	$	36,535
Interest-bearing demand deposits	9,122		3,188
Total cash and cash equivalents	34,872		39,723

Investment securities:
Equity securities with a readily determinable fair value, at fair value	1,330		1,336
Equity securities without a readily determinable fair value, at cost	3,666		3,666
Debt securities, available-for-sale, at fair value	261,357		276,601
Debt securities, held-to-maturity, at cost, net of allowance for credit losses of $7 and $5 at June 30, 2024 and December 31, 2023, respectively	18,844		16,858
Federal Reserve Bank stock, at cost	6,334		5,086
Federal Home Loan Bank stock, at cost	20,710		15,176
Loans, net of allowance for credit losses of $11,270 and $10,525 at June 30, 2024 and December 31, 2023, respectively	1,725,477		1,712,946
Loans held-for-sale	44,002		—
Premises and equipment, net	40,766		36,302

Operating lease right-of-use assets	6,026		6,000
Goodwill	93,922		79,509
Core deposit and other intangibles, net	12,135		9,494
Bank-owned life insurance	53,510		49,847
Interest receivable	9,473		8,405
Other assets, net	38,889		30,643
TOTAL ASSETS	2,371,313		2,291,592

LIABILITIES:
Deposits:
Noninterest-bearing	$	449,110	462,267
Interest-bearing	1,493,950		1,362,122
Total deposits	1,943,060		1,824,389
Short-term borrowings	—		97,395
Long-term debt	162,150		113,123
Operating lease liabilities	6,290		6,261
Accrued interest and other liabilities	14,599		15,121
TOTAL LIABILITIES	2,126,099		2,056,289

COMMITMENTS AND CONTINGENT LIABILITIES	—		—

SHAREHOLDERS' EQUITY:
Preferred shares – no par value, authorized 1,000,000 shares, none outstanding	—		—
Common shares – no par value; authorized 19,000,000 shares; issued 17,363,138 and 16,384,952 shares at June 30, 2024 and December 31, 2023, respectively; outstanding 14,151,755 and 13,173,569 shares at June 30, 2024 and December 31, 2023, respectively	187,195		173,637
Retained earnings	136,883		140,017
Treasury shares at cost, 3,211,383 and 3,211,383 shares at June 30, 2024 and December 31, 2023, respectively	(56,015)		(56,015)
Accumulated other comprehensive loss, net of taxes	(22,849)		(22,336)
TOTAL SHAREHOLDERS' EQUITY	245,214		235,303
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,371,313	$	2,291,592

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

Table of Contents

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,
	2024		2023	2024		2023
INTEREST INCOME:
Interest and fees on loans	$	24,836	16,763	$	47,518	32,906
Dividends on equity securities:
With a readily determinable fair value	9		8	18		25
Without a readily determinable fair value	30		30	61		50
Interest on debt securities:
Taxable	1,183		1,323	2,415		2,666
Non-taxable	145		174	288		350
Other investments	762		405	1,423		624
TOTAL INTEREST INCOME	26,965		18,703	51,723		36,621

INTEREST EXPENSE:
Interest on deposits	9,690		3,335	17,880		5,791
Interest on short-term borrowings	181		1,008	1,116		2,312
Interest on long-term debt	1,877		183	3,615		399
TOTAL INTEREST EXPENSE	11,748		4,526	22,611		8,502
NET INTEREST INCOME	15,217		14,177	29,112		28,119

PROVISION FOR (RECOVERY OF) CREDIT LOSSES	528		30	653		(27)
NET INTEREST INCOME AFTER PROVISION FOR (RECOVERY OF) CREDIT LOSSES	14,689		14,147	28,459		28,146

NON-INTEREST INCOME:
Fiduciary income	2,067		1,787	4,040		3,527
Service charges and fees on deposit accounts	1,537		1,445	2,921		2,927
Net losses from sales of debt securities, available-for-sale	—		—	(214)		—
Bank-owned life insurance income	341		277	659		548
Net gains from sales of loans	50		3	572		9
Other operating income	85		134	31		216
TOTAL NON-INTEREST INCOME	4,080		3,646	8,009		7,227

NON-INTEREST EXPENSE:
Salaries and employee benefits	9,006		7,061	17,560		14,410
Equipment expenses	395		417	785		778
Occupancy expense, net	944		599	1,949		1,562
State financial institutions tax	476		396	904		793
Marketing	210		320	384		512
Amortization of intangibles	298		112	534		223
FDIC insurance premiums, net	394		224	898		439
Contracted services	844		666	1,628		1,307
Other real estate owned, net	—		—	—		—
Merger-related expenses	2,320		415	3,095		440
Other non-interest expense	2,938		1,868	5,560		4,139
TOTAL NON-INTEREST EXPENSE	17,825		12,078	33,297		24,603
INCOME BEFORE INCOME TAXES	944		5,715	3,171		10,770
PROVISION FOR INCOME TAXES	19		1,021	331		1,919
NET INCOME	$	925	4,694	$	2,840	8,851

Earnings per common share:
Basic	$	0.07	0.42	$	0.21	0.79
Diluted	0.07		0.42	$	0.21	0.79
Weighted average common shares outstanding:
Basic	14,033,264		11,056,308	13,610,854		11,122,371
Diluted	14,033,264		11,056,308	13,610,854		11,122,371

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

Table of Contents

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024		2023
Net income	$	925	4,694	$	2,840	8,851
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale debt securities (net of tax expense (benefit) of $161 and $(736) for the three months ended June 30, 2024 and 2023, respectively, and $(181) and $580 for the six months ended June 30, 2024 and 2023, respectively)	605		(2,767)	(682)		2,183
Reclassification adjustment for net realized (gains) losses on sales of available-for-sale debt securities included in net income (net of tax expense (benefit) of $— and $(45) for the three and six months ended June 30, 2024, respectively)	—		—	169		—

Other comprehensive income (loss), net of tax	605		(2,767)	(513)		2,183
TOTAL COMPREHENSIVE INCOME	$	1,530	1,927	$	2,327	11,034

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

Table of Contents

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 Loss	Total Shareholders' Equity
Three Months Ended June 30, 2024
Balance at April 1, 2024	13,224,276	$	174,082	139,050	(56,015)	(23,454)	233,663
Net income				925			925
Other comprehensive income, net of taxes						605	605
Dividend Reinvestment and Stock Purchase Plan	9,351	130					130
Stock issued for acquisition of Eagle Financial Bancorp, Inc.	918,128	12,891					12,891


Compensation expense relating to restricted stock		92					92
Common stock dividends, $0.22 per share				(3,092)			(3,092)
Balance at June 30, 2024	14,151,755	$	187,195	136,883	(56,015)	(22,849)	245,214

Six Months Ended June 30, 2024
Balance at January 1, 2024	13,173,569	$	173,637	140,017	(56,015)	(22,336)	235,303
Net income				2,840			2,840
Other comprehensive loss, net of taxes						(513)	(513)
Dividend Reinvestment and Stock Purchase Plan	18,355	260					260
Stock issued for acquisition of Eagle Financial Bancorp, Inc.	918,128	12,891					12,891

Shares issued for restricted stock awards	41,703
Compensation expense relating to restricted stock		407					407
Common stock dividends, $0.44 per share				(5,974)			(5,974)
Balance at June 30, 2024	14,151,755	$	187,195	136,883	(56,015)	(22,849)	245,214

Three Months Ended June 30, 2023
Balance at April 1, 2023	11,202,063	$	144,488	139,115	(54,527)	(25,004)	204,072
Net income				4,694			4,694
Other comprehensive loss, net of taxes						(2,767)	(2,767)
Dividend Reinvestment and Stock Purchase Plan	6,902	101					101
Repurchase of common stock	(92,885)				(1,488)		(1,488)


Compensation expense relating to restricted stock		82					82
Common stock dividends, $0.21 per share				(2,378)			(2,378)
Balance at June 30, 2023	11,116,080	$	144,671	141,431	(56,015)	(27,771)	202,316

Six Months Ended June 30, 2023
Balance at January 1, 2023	11,259,080	$	144,069	139,249	(52,689)	(29,954)	200,675
Cumulative change in accounting principle - ASC 326				(1,922)			(1,922)
Balance at January 1, 2023, adjusted	11,259,080	144,069		137,327	(52,689)	(29,954)	198,753
Net income				8,851			8,851
Other comprehensive income, net of taxes						2,183	2,183
Dividend Reinvestment and Stock Purchase Plan	12,763	204					204
Repurchase of common stock	(199,913)				(3,326)		(3,326)

Shares issued for restricted stock awards	44,150
Compensation expense relating to restricted stock		398					398
Common stock dividends, $0.42 per share				(4,747)			(4,747)
Balance at June 30, 2023	11,116,080	$	144,671	141,431	(56,015)	(27,771)	202,316

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

Table of Contents

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,840	8,851
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization, and accretion	386		1,543
Provision for (recovery of) credit losses	653		(27)
Deferred income tax provision (benefit)	44		(710)
Increase in cash surrender value of bank-owned life insurance	(659)		(548)

Realized and unrealized losses from equity securities, net	24		45
Realized losses from sales of debt securities, available-for-sale	214		—
Realized (gains) losses from sales of premises and equipment	—		(426)


Origination of mortgage loans for sale	(64,832)		(505)
Realized gains from sales of mortgage loans	(1,414)		(9)
Proceeds from sales of mortgage loans	62,346		508
Realized losses from sales of acquired loans	842		—
Proceeds from sales of acquired loans	47,718		—
Compensation expense related to restricted stock	407		398
Changes in:
Accrued interest receivable	(777)		(329)
Other assets	(4,602)		239
Other liabilities	(1,291)		(2,020)
TOTAL ADJUSTMENTS	39,059		(1,841)
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	41,899		7,010

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of equity securities	—		963
Proceeds from sales of debt securities, available-for-sale	9,615		—
Proceeds from maturities and calls of debt securities:
Available-for-sale	9,336		11,531
Held-to-maturity	570		1,035
Purchases of equity securities	(18)		(14)
Purchases of debt securities:
Available-for-sale	(4,861)		(497)
Held-to-maturity	(2,558)		(280)
Purchase of Federal Reserve Bank stock	(1,248)		(3,414)
Proceeds from redemption of Federal Reserve Bank stock	—		1,369
Purchases of Federal Home Loan Bank stock	(1,293)		—
Proceeds from redemption of Federal Home Loan Bank stock	93		—
Net (increase) decrease in loans	27,503		(37,541)



Purchases of premises and equipment	(2,001)		(1,110)
Proceeds from sale of premises and equipment	—		513
Cash and cash equivalents paid for acquisition, net of cash acquired	(1,025)		—
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	34,113		(27,445)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits	(13,764)		(8,261)
Net increase (decrease) in short-term borrowings	(110,395)		40,834
Proceeds from issuance of long-term debt	50,000		—
Principal payments on long-term debt	(990)		(950)
Proceeds from issuance of common stock	260		204
Repurchase of common stock	—		(3,326)
Cash dividends paid on common stock	(5,974)		(4,747)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(80,863)		23,754
NET CHANGE IN CASH AND CASH EQUIVALENTS	(4,851)		3,319
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	39,723		22,701
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	34,872	26,020

SUPPLEMENTAL CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:
Interest paid	$	21,481	7,899
Income taxes paid, net of refunds	—		1,401

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:

Transfer from loans held-for-investment to loans held-for-sale	$	65,288	—
Right-of-use assets obtained in exchange for lease obligations	62		—

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

Table of Contents

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

BASIS OF PRESENTATION

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

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

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

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

Results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies, and financial notes thereto included in LCNB's 2023 Annual Report on Form 10-K filed with the SEC.

ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

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

Instruments" ("ASC 326")

The Company adopted ASC 326 on January 1, 2023. It significantly changed guidance for recognizing impairment of financial instruments. Previous guidance required an "incurred loss" methodology for recognizing credit losses that delayed recognition until it was probable a loss had been incurred. ASC 326 replaced the incurred loss impairment methodology with a new "current expected credit loss" ("CECL") methodology that reflects expected credit losses over the lives of the credit instruments and requires consideration of a broader range of information to estimate credit losses. ASC 326 requires an organization to estimate all expected credit losses for financial assets measured at amortized cost, including loans and held-to-maturity debt securities, based on historical experience, current conditions, and reasonable and supportable forecasts. It also applies to off-balance sheet credit exposures, such as loan commitments, standby letters of credit, financial guarantees, and other similar instruments. ASC 326 also made changes to the accounting for credit losses on available-for-sale debt securities. Additional disclosures are required.

Table of Contents

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 1 - BASIS OF PRESENTATION (continued)

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


	As Reported Pre-ASC 326		Impact of ASC 326 Adoption	As Reported Under ASC 326

Assets:
Loans, gross of allowance	$	1,401,278	341	1,401,619
ACL on loans	(5,646)		(2,196)	(7,842)
ACL on debt securities, held to maturity	—		(7)	(7)
Deferred tax assets, net	6,639		511	7,150

Liabilities:
ACL on off-balance sheet credit exposures	—		571	571

Shareholders' Equity:
Retained earnings	139,249		(1,922)	137,327

Federal banking regulatory agencies allow an optional phase-in period of three years for banks to absorb the impact to regulatory capital of implementing CECL. LCNB has elected not to exercise this option and the full impact of adopting ASC 326 is included in regulatory capital as of June 30, 2024. Adoption of the ASC did not materially affect LCNB's regulatory capital ratios.

ASU No. 2022-02, "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures"

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

ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a Consensus of the Emerging Issues Task Force)"

ASU No. 2023-02 was issued in March 2023 and became effective for LCNB on January 1, 2024. It allows reporting entities the option to use the proportional amortization method to account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met, regardless of the tax credit program from which the income tax credits are received. The proportional amortization method was previously limited to Low-Income Housing Tax Credit investments. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit). Adoption of ASU No. 2023-02 did not have a material impact on LCNB's results of consolidated operations or financial position.

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 1 - BASIS OF PRESENTATION (continued)

RECENT ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE

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

ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures"

ASU No. 2023-07 was issued in November 2023 and changes the requirements for segment disclosures, primarily through enhancing disclosure requirements for significant segment expenses, enhancing interim disclosure requirements, clarifying circumstances in which an entity can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and modifying other disclosure requirements. A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. LCNB does not expect adoption of ASU No. 2023-02 will have a material impact on its results of consolidated operations or financial position.

ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.”

ASU No. 2023-09 was issued in December 2023. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual basis the following information about income taxes paid: (1) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes; and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments also require that all entities disclose the following information: (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign; and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. LCNB will adopt this ASU for the reporting period beginning January 1, 2025, and does not expect the amendments to have a material impact to the financial statements of the Company.

ASU 2024-01 “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards,”

ASU No. 2024-01 was issued in March 2024 and clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and, therefore, is within the scope of other guidance. ASU 2024-01 provides an illustrative example with multiple fact patterns and also amends certain language in the “Scope” and “Scope Exceptions” sections of Topic 718 to improve its clarity and operability without changing the guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 is effective January 1, 2025, including interim periods, and is not expected to have a material impact to the financial statements of the Company.

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 2 - BUSINESS COMBINATIONS

Cincinnati Bancorp, Inc.

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

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

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

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NOTE 2 - BUSINESS COMBINATIONS (continued)

The following table summarizes the fair value of the total consideration transferred as a part of the CNNB acquisition and the fair value of identifiable assets acquired and liabilities assumed as originally reported at December 31, 2023 and as adjusted at June 30, 2024 (in thousands):


	December 31, 2023		Adjustments	June 30, 2024
Consideration:
Cash consideration	$	9,475	—	9,475
Common stock (2,042,598 shares issued at $13.99 per share)	28,576		—	28,576
Fair value of total consideration transferred	38,051		—	38,051

Identifiable Assets Acquired:
Cash and cash equivalents	11,368		—	11,368
Debt securities, available-for-sale	5,210		—	5,210
Federal Home Loan Bank stock	7,508		—	7,508
Loans, net	236,692		(363)	236,329
Premises and equipment	2,767		—	2,767
Operating lease right-of-use assets	64		—	64
Core deposit and other intangibles	8,391		—	8,391
Bank owned life insurance	4,413		—	4,413
Deferred income taxes	4,451		—	4,451
Other assets	12,950		(54)	12,896
Total identifiable assets acquired	293,814		(417)	293,397

Liabilities Assumed:
Deposits	210,532		—	210,532
Short-term borrowings	55,999		—	55,999
Long-term debt	5,963		—	5,963
Operating lease liabilities	68		(4)	64
Other liabilities	3,489		—	3,489
Total liabilities assumed	276,051		(4)	276,047

Total Identifiable Net Assets Acquired	17,763		(413)	17,350

Goodwill Resulting From Merger	$	20,288	413	20,701

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

As permitted by ASC No. 805-10-25, Business Combinations, the above estimated amounts may be adjusted up to one year after the closing date of the transaction to reflect any new information obtained about facts and circumstances existing at the acquisition date. As such, any changes in the estimated fair value of assets, including acquired loans, will be recognized in the period the adjustment is identified. The loan adjustment in the table above was due to a fair value adjustment to deferred fees and costs on loans acquired.

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NOTE 2 - BUSINESS COMBINATIONS (continued)

The amount of goodwill recorded reflects LCNB's expansion in the Cincinnati market and related synergies that are expected to result from the acquisition and represents the excess purchase price over the estimated fair value of the net assets acquired. The goodwill will not be amortizable on LCNB's financial records and will not be deductible for tax purposes. Goodwill will be subject to an annual test for impairment and the amount impaired, if any, will be charged to expense at the time of impairment. The core deposit intangible will be amortized over the estimated weighted average economic life of the various core deposit types, which is ten years.

Direct expenses related to the CNNB acquisition totaled $49,000 and $323,000 during the three and six months ended June 30, 2024, respectively, and totaled $390,000 and $415,000 during the three and six months ended June 30, 2023, respectively. They were expensed as incurred and are recorded as merger-related expenses in the consolidated statements of income.

Eagle Financial Bancorp, Inc.

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

Subject to the terms of the merger agreement, EFBI shareholders had the opportunity to elect to receive either 1.1401 shares of LCNB Corp. stock, $19.10 per share in cash for each share of EFBI common stock owned, or a combination thereof subject to at least 60%, but not more than 70%, of the shares of EFBI being exchanged for LCNB common stock. The fair value of the common stock issued as part of the consideration was determined on the basis of the closing price of LCNB's common stock on the acquisition date.

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NOTE 2 - BUSINESS COMBINATIONS (continued)

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


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

Identifiable Assets Acquired:
Cash and cash equivalents	8,029
Debt securities, available-for-sale	698
Federal Home Loan Bank stock	4,334
Loans, net	127,700
Premises and equipment	3,427
Operating lease right-of-use assets	48
Core deposit and other intangibles	3,760
Bank owned life insurance	3,004
Deferred income taxes	1,813
Other assets	2,590
Total identifiable assets acquired	155,403

Liabilities Assumed:
Deposits	132,435
Short-term borrowings	13,000

Operating lease liabilities	48
Other liabilities	773
Total liabilities assumed	146,256

Total Identifiable Net Assets Acquired	9,147

Goodwill Resulting From Merger	$	14,000

The fair value and gross contractual amounts of non-PCD loans as of the acquisition date was $101.7 million and $112.5 million, respectively. LCNB recorded a provision for credit losses on these loans of $763,000.

As permitted by ASC No. 805-10-25, Business Combinations, the above estimated amounts may be adjusted up to one year after the closing date of the transaction to reflect any new information obtained about facts and circumstances existing at the acquisition date. As such, any changes in the estimated fair value of assets will be recognized in the period the adjustment is identified.

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NOTE 2 - BUSINESS COMBINATIONS (continued)

Direct expenses related to the EFBI acquisition totaled $2,271,000 and $2,772,000 during the three and six months ended June 30, 2024, respectively, and totaled $25,000 and $25,000 during the three and six months ended June 30, 2023, respectively. They were expensed as incurred and are recorded as merger-related expenses in the consolidated statements of income.

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NOTE 3 - INVESTMENT SECURITIES

The amortized cost and estimated fair value of debt securities at June 30, 2024 and December 31, 2023 are summarized as follows (in thousands):


	Amortized Cost		Unrealized Gains	Unrealized Losses	Fair Value
June 30, 2024
Debt Securities, Available-for-Sale:
U.S. Treasury notes	$	74,946	—	6,256	68,690
U.S. Agency notes	88,892		—	7,878	81,014
Corporate bonds	7,450		—	807	6,643
U.S. Agency mortgage-backed securities	77,629		4	9,924	67,709
Municipal securities:
Non-taxable	4,606		—	260	4,346
Taxable	36,688		—	3,733	32,955
	$	290,211	4	28,858	261,357

Debt Securities, Held-to-Maturity:
Municipal securities:
Non-taxable	$	15,568	1	1,069	14,500
Taxable	3,283		—	430	2,853
	$	18,851	1	1,499	17,353

December 31, 2023
Debt Securities, Available-for-Sale:
U.S. Treasury notes	$	74,404	—	6,202	68,202
U.S. Agency notes	88,978		—	8,077	80,901
Corporate Bonds	7,450		—	916	6,534
U.S. Agency mortgage-backed securities	81,634		2	8,846	72,790
Municipal securities:
Non-taxable	7,416		—	245	7,171
Taxable	44,923		1	3,921	41,003
	$	304,805	3	28,207	276,601

Debt Securities, Held-to-Maturity:
Municipal securities:
Non-taxable	$	13,580	4	872	12,712
Taxable	3,283		—	316	2,967
	$	16,863	4	1,188	15,679

The Company estimated the expected credit losses at June 30, 2024 and December 31, 2023 to be immaterial based on the composition of the securities portfolio.

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NOTE 3 - INVESTMENT SECURITIES (continued)

Information concerning debt securities with gross unrealized losses at June 30, 2024 and December 31, 2023, aggregated by length of time that individual securities have been in a continuous loss position, is as follows (in thousands):


	Less than Twelve Months			Twelve Months or Greater
	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses
June 30, 2024
Available-for-Sale:
U.S. Treasury notes	$	2,165	10	66,525	6,246
U.S. Agency notes	—		—	81,014	7,878
Corporate bonds	716		34	5,927	773
U.S. Agency mortgage-backed securities	66		1	67,293	9,923
Municipal securities:
Non-taxable	—		—	4,346	260
Taxable	—		—	32,835	3,733
	$	2,947	45	257,940	28,813

Held-to-Maturity:
Municipal securities:
Non-taxable	$	2,534	24	11,536	1,045
Taxable	—		—	2,853	430
	$	2,534	24	14,389	1,475

December 31, 2023
Available-for-Sale:
U.S. Treasury notes	$	—	—	68,202	6,202
U.S. Agency notes	—		—	80,901	8,077
Corporate Bonds	734		16	5,800	900
U.S. Agency mortgage-backed securities	—		—	72,287	8,846
Municipal securities:
Non-taxable	1,540		10	5,631	235
Taxable	—		—	40,392	3,921
	$	2,274	26	273,213	28,181

Held-to-Maturity:
Municipal securities:
Non-taxable	$	6,012	476	5,975	396
Taxable	—		—	2,966	316
	$	6,012	476	8,941	712

At June 30, 2024, LCNB’s securities portfolio consisted of 175 securities, 165 of which were in an unrealized loss position. At December 31, 2023, LCNB's securities portfolio consisted of 207 securities, 176 of which were in an unrealized loss position. After considering the issuers of the securities, LCNB management determined that that the unrealized losses were due to changing interest rate environments. LCNB had no intent at June 30, 2024 to sell its debt securities before recovery of their cost basis and as it was more likely than not that it will not be required to sell its debt securities before recovery of their cost basis.

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NOTE 3 - INVESTMENT SECURITIES (continued)

Each quarter, LCNB performs an analysis to determine if any of the unrealized losses on available-for-sale debt securities are comprised of credit losses as compared to unrealized losses due to market interest rate adjustments. The assessment includes a review of the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades; and LCNB's ability and intent to hold the security for a period of time sufficient for a recovery in value. LCNB also considers the extent to which the securities are issued by the federal government or its agencies and any guarantee of issued amounts by those agencies. The portfolio continues to consist of a mix of fixed and floating-rate, high quality securities, largely rated AA (or better), displaying an overall effective duration of approximately 3.4 years. No credit losses were determined to be present as of June 30, 2024, as there was no credit quality deterioration noted. Therefore, no provision for credit losses on available-for-sale debt securities was recognized for the second quarter of 2024.

Debt securities with a market value of $144.5 million and $124.4 million at June 30, 2024 and December 31, 2023, respectively, were pledged to secure public deposits and for other purposes required or as permitted by law.

Excluding holdings in U.S. Treasury securities and U.S. Government Agencies, there were no investments in securities of any issuer that exceeded 10% of LCNB's consolidated shareholders' equity at June 30, 2024.

Contractual maturities of debt securities at June 30, 2024 were as follows (in thousands). Actual maturities may differ from contractual maturities when issuers have the right to call or prepay obligations.


	Available-for-Sale			Held-to-Maturity
	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Due within one year	$	19,223	18,906	1,163	1,148
Due from one to five years	162,591		147,320	1,301	1,264
Due from five to ten years	30,768		27,422	10,568	9,838
Due after ten years	—		—	5,819	5,103
	212,582		193,648	18,851	17,353
U.S. Agency mortgage-backed securities	77,629		67,709	—	—
	$	290,211	261,357	18,851	17,353

Certain information concerning the sale of debt securities available-for-sale for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024		2023
Proceeds from sales	$	—	—	$	9,615	—
Gross realized gains	—		—	—		—
Gross realized losses	—		—	214		—

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, 2024 on its investments in equity securities without a readily determinable fair value.

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NOTE 3 - INVESTMENT SECURITIES (continued)

The amortized cost and estimated fair value of equity securities with a readily determinable fair value at June 30, 2024 and December 31, 2023 are summarized as follows (in thousands):


	June 30, 2024			December 31, 2023
	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Mutual Funds	$	1,432	1,240	1,415	1,240
Equity Securities	10		90	10	96
Total equity securities with a readily determinable fair value	$	1,442	1,330	1,425	1,336

Certain information concerning changes in the fair value of equity securities with a readily determinable fair value for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024		2023
Net losses recognized during the period on equity securities	$	(14)	(14)	$	(24)	(45)
Less net losses recognized during the period on equity securities sold during the period	—		—	—		(61)
Net unrealized gains (losses) recognized during the reporting period on equity securities still held at period end	$	(14)	(14)	$	(24)	16

LCNB is a member of the FHLB system and its regional FRB. Members are required to own a certain amount of stock based on predetermined formulas. FHLB and Federal Reserve Bank stock are carried at cost, which is equal to par value, and periodically evaluated for impairment based on ultimate recovery of par value.

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NOTE 4 - LOANS

Major classifications of loans at June 30, 2024 and December 31, 2023 were as follows (in thousands):


	June 30, 2024		December 31, 2023
Commercial & industrial	$	125,858	120,541
Commercial, secured by real estate:
Owner occupied	218,470		206,705
Non-owner occupied	522,001		501,108
Farmland	37,507		37,367
Multi-family	227,680		240,033
Construction loans secured by 1-4 family dwellings	13,020		9,058
Construction loans secured by other real estate	97,167		111,373
Residential real estate:
Secured by senior liens on 1-4 family dwellings	395,556		402,026
Secured by junior liens on 1-4 family dwellings	22,249		19,999
Home equity line-of-credit loans	42,324		38,579
Consumer	22,935		25,600
Agricultural	11,747		11,000
Other loans, including deposit overdrafts	233		82
Loans, gross	1,736,747		1,723,471
Less allowance for credit losses	11,270		10,525
Loans, net	$	1,725,477	1,712,946

Loans in the above table are shown net of deferred origination fees and costs. Deferred origination fees, net of related costs, were $533,000 and $181,000 at June 30, 2024 and December 31, 2023, respectively.

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NOTE 4 – LOANS (continued)

Non-accrual loans by class of receivable as of June 30, 2024 and December 31, 2023 were as follows (in thousands):


	June 30, 2024				December 31, 2023
	Non-accrual Loans with no Allowance for Credit Losses		Total Non-accrual Loans	Interest Income Recognized	Non-accrual Loans with no Allowance for Credit Losses	Total Non-accrual Loans	Interest Income Recognized
Commercial & industrial	$	—	—	—	—	—	—
Commercial, secured by real estate:
Owner occupied	—		—	—	—	—	—
Non-owner occupied	—		2,642	—	—	—	—
Farmland	52		52	16	51	51	26
Multi-family	—		—	—	—	—	—
Construction loans secured by 1-4 family dwellings	—		—	—	—	—	—
Construction loans secured by other real estate	—		—	—	—	—	—
Residential real estate:
Secured by senior liens on 1-4 family dwellings	80		80	2	29	29	—
Secured by junior liens on 1-4 family dwellings	—		—	—	—	—	—
Home equity line-of-credit loans	—		—	—	—	—	—
Consumer	—		—	—	—	—	—
Agricultural	70		70	—	—	—	—
Total	$	202	2,844	18	80	80	26

One commercial loan secured by real estate, non-owner occupied, two residential real estate, secured by senior liens on 1-4 family dwellings, and one agricultural loan were added to the non-accrual classification during the six months ended June 30, 2024. Accrued interest reversed and charged against interest income for these loans totaled approximately $31,000.

The ratio of non-accrual loans to total loans outstanding at June 30, 2024 and December 31, 2023 was 0.16% and 0.00%, respectively.

ALLOWANCE FOR CREDIT LOSSES

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

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

QUANTITATIVE CONSIDERATIONS

The ACL is primarily calculated utilizing a DCF model. Key inputs and assumptions used in this model are discussed below:

•Forecast model - For each portfolio segment, an LDA was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA utilized peer FFIEC Call Report data for all pools. The Company plans to update the LDA when materially relevant.

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NOTE 4 – LOANS (continued)

•Probability of default – PD is the probability that an asset will be in default within a given time frame. The Company has defined default as when a charge-off has occurred, a loan goes to non-accrual status, a loan is greater than 90 days past due, or financial difficulty modification status change. The forecast model is utilized to estimate PDs.

•Loss given default – LGD is the percentage of the asset not expected to be collected due to default. The LGD is derived from company specific and peer loss data.

•Prepayments and curtailments – Prepayments and curtailments are calculated based on the Company’s own data. This analysis is updated when materially relevant.

•Forecast and reversion – the Company, as of March 31, 2024, established a three-quarter reasonable and supportable forecast period with a seven-quarter straight line reversion to the long-term historical average. As of June 30, 2024, the Company established a two-quarter reasonable and supportable forecast period with a ten-quarter straight line reversion to the long-term historical average due to increased uncertainty surrounding the economy. Extending the forecast and reversion periods from previous quarters has differing effects on pools based on the economic indicators used and the relation of the selected forecast range to the historical average. For example, the historical average for the bank’s unemployment indicator is 5.82%, which is higher than the forecasted range utilized as of June 30, 2024. The extended forecast and reversion period ultimately decreases the reserve associated with the unemployment factor when compared to the historical average.

◦The historical averages for LCNB’s economic indicators are unemployment – 5.82%, change in Coincident Economic Activity – 1.84%, change in Commercial Real Estate Price Indexes – 5.40%, and change in Home Price Index – 3.46%

•Economic forecast – the Company utilizes a third party to provide economic forecasts under various scenarios, which are assessed against economic indicators and management’s observations in the market. As of March 31, 2024, the Company selected a forecast which forecasts unemployment between 4.45% and 5.14%, the change in Coincident Economic Activity between -0.53% and 0.47%, the change in Commercial Real Estate Price Indexes between -10.17% and -3.82%, and the change in the Home Price Index between -3.92% and 2.19% during the forecast periods. As of June 30, 2024, the Company selected a forecast which forecasts unemployment between 4.50% and 4.85%, the change in Coincident Economic Activity between -0.06% and 0.07%, the change in Commercial Real Estate Price Indexes between -5.33% and -3.86%, and the change in the Home Price Index between 0.63% and 2.89% during the forecast periods. Management believes that the resulting quantitative reserve appropriately balances economic indicators with identified risks.

QUALITATIVE CONSIDERATIONS

In addition to the quantitative model, management considers the need for qualitative adjustment for risks not considered in the DCF. Factors that are considered by management in determining loan collectability and the appropriate level of the ACL are listed below:

•Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the Company operates that affect the collectability of financial assets;

•The effect of other external factors such as the regulatory, legal and technological environments, competition, and events such as natural disasters or pandemics; and

•Model risk including statistical risk, reversion risk, timing risk, and model limitation risk.

•Changes in the nature and volume of the portfolio and terms of loans.

•Lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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(Continued)

NOTE 4 – LOANS (continued)

The following table presents activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Commercial & Industrial			Commercial, Secured by Real Estate		Residential Real Estate		Consumer		Agricultural		Other		Total
Three Months Ended June 30, 2024
Balance, beginning of period	$	967		6,486		2,852		232		18		2		10,557
Acquisition of Eagle Financial Bancorp, Inc. - PCD Loans	101			8		79		—		—		—		188
Provision for (recovery of) credit losses	449			(512)		(184)		(21)		20		28		(220)
Acquisition of Eagle Financial Bancorp, Inc. - provision for credit losses on non-PCD loans charged to expense	51			246		466		—		—		—		763
Losses charged off	—			—		—		(40)		—		(46)		(86)
Recoveries	—			—		9		41		—		18		68
Balance, end of period	$	1,568		6,228		3,222		212		38		2		11,270

Ratio of net charge-offs to average loans	—		%	—	%	0.01	%	0.02	%	—	%	(73.60)	%	—	%

Six Months Ended June 30, 2024
Balance, beginning of year	$	1,039		5,414		3,816		238		18		—		10,525
Acquisition of Eagle Financial Bancorp, Inc. - PCD Loans	101			8		79		—		—		—		188
Provision for (recovery of) credit losses	377			560		(1,148)		(32)		20		80		(143)
Acquisition of Eagle Financial Bancorp, Inc. - provision for credit losses on non-PCD loans charged to expense	51			246		466		—		—		—		763
Losses charged off	—			—		—		(43)		—		(121)		(164)
Recoveries	—			—		9		49		—		43		101
Balance, end of period	$	1,568		6,228		3,222		212		38		2		11,270

Ratio of net charge-offs (recoveries) to average loans	—		%	—	%	—	%	(0.05)	%	—	%	121.28	%	—	%

Three Months Ended June 30, 2023
Balance, beginning of period	$	1,047		4,927		1,351		526		7		—		7,858
Provision for (recovery of) credit losses	33			96		(25)		12		(2)		17		131
Losses charged off	(15)			—		—		(4)		—		(30)		(49)
Recoveries	—			—		—		1		—		15		16
Balance, end of period	$	1,065		5,023		1,326		535		5		2		7,956

Ratio of net charge-offs to average loans	0.05		%	—	%	—	%	0.04	%	—	%	91.85	%	0.01	%

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NOTE 4 – LOANS (continued)


	Commercial & Industrial			Commercial, Secured by Real Estate		Residential Real Estate		Consumer		Agricultural		Other		Total
Six Months Ended June 30, 2023
Balance, beginning of year, prior to adoption of ASC 326	$	1,300		3,609		624		86		22		5		5,646
Impact of adopting ASC 326	(512)			1,440		836		446		(9)		(5)		2,196
Provision for (recovery of) credit losses	292			(26)		(134)		9		(8)		30		163
Losses charged off	(15)			—		—		(9)		—		(61)		(85)
Recoveries	—			—		—		3		—		33		36
Balance, end of period	$	1,065		5,023		1,326		535		5		2		7,956

Ratio of net charge-offs to average loans	0.02		%	—	%	—	%	0.04	%	—	%	79.90	%	0.01	%

The ratio of the allowance for credit losses for loans to total loans at June 30, 2024 and December 31, 2023 was 0.65% and 0.61%, respectively.

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

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


	June 30, 2024			December 31, 2023
	Carrying Value		Related Allowance	Carrying Value	Related Allowance
Commercial & industrial	$	—	—	—	—
Commercial, secured by real estate:
Owner occupied	56		—	72	—
Non-owner occupied	2,642		1,180	—	—
Farmland	52		—	51	—
Multi-family	—		—	—	—
Construction loans secured by 1-4 family dwellings	—		—	—	—
Construction loans secured by other real estate	—		—	—
Residential real estate:
Secured by senior liens on 1-4 family dwellings	52		31	—	—
Secured by junior liens on 1-4 family dwellings	—		—	—	—
Home equity line-of-credit loans	32		—	—	—
Consumer	—		—	—	—
Agricultural	70		19	—	—
Other loans, including deposit overdrafts	—		—	—	—
Total	$	2,904	1,230	123	—

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NOTE 4 – LOANS (continued)

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

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

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

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

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

Residential real estate loans are underwritten primarily based on the borrower’s ability to repay, prior credit history, and the value of the collateral. LCNB generally requires private mortgage insurance for first mortgage loans that have a loan to appraised value ratio of greater than 80% or may require other credit enhancements for second lien mortgage loans.

Consumer Loans. LCNB’s portfolio of consumer loans generally includes secured and unsecured loans to individuals for household, family and other personal expenditures. Secured loans include loans to fund the purchase of automobiles, recreational vehicles, boats, and similar acquisitions. Consumer loans made by LCNB generally have fixed rates and terms ranging up to 72 months, depending upon the nature of the collateral, size of the loan, and other relevant factors. Consumer loans generally have higher interest rates, but pose additional risks of collectability and loss when compared to certain other types of loans. Collateral, if present, is generally subject to damage, wear, and depreciation. The borrower’s ability to repay is of primary importance in the underwriting of consumer loans.

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

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

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NOTE 4 – LOANS (continued)

LCNB’s management monitors the credit quality of its loans on an ongoing basis. This monitoring includes annual reviews for loans with a principal balance greater than $1 million and bi-annual reviews for loans with a principal balance of more than $500,000 through $1 million. LCNB also has a loan grade monitoring system in place to track and report loan grades and classifications, enabling the identification and management of non-performing loans. Major factors used in determining loan grades vary based on the nature of the loan, but commonly include factors such as debt service coverage, internal cash flow, liquidity, leverage, operating performance, debt burden, FICO scores, occupancy, interest rate sensitivity, and expense burden. Commercial real estate loans rated OAEM or worse are reviewed at least quarterly for credit deterioration.

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.

An independent consultant is contracted to conduct a review of LCNB's loan portfolio on an annual basis. The independent review examines LCNB's underwriting activities, documentation, credit quality, and includes an assessment of proper risk ratings. Loans selected for review include all loans meeting certain pre-determined criteria and a sample of other loans. The independent review provides assurance that LCNB’s loan portfolio and credit quality complies with the policies set forth by the board of directors and senior management and with regulatory requirements.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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(Continued)

NOTE 4 – LOANS (continued)

The following table presents the amortized cost basis of loans by vintage and credit quality indicators at June 30, 2024 and December 31, 2023 (in thousands):


	Term Loans by Origination Year
	2024		2023	2022	2021	2020	Prior	Revolving Loans Amortized Cost Basis	Revolving Loans Converted to Term	Total
June 30, 2024
Commercial & industrial
Pass	$	8,547	16,206	33,901	28,334	10,049	7,065	17,340	—	121,442
OAEM	—		—	1,971	—	—	—	—	—	1,971
Substandard	—		—	1,819	22	94	111	399	—	2,445
Doubtful	—		—	—	—	—	—	—	—	—
Total	8,547		16,206	37,691	28,356	10,143	7,176	17,739	—	125,858
Gross charge-offs (1)	—		—	—	—	—	—	—	—	—
Commercial, secured by real estate
Pass	18,404		105,556	192,828	163,075	104,000	363,476	153,540	—	1,100,879
OAEM	—		—	2,692	—	—	891	—	—	3,583
Substandard	—		—	7,537	—	—	3,846	—	—	11,383
Doubtful	—		—	—	—	—	—	—	—	—
Total	18,404		105,556	203,057	163,075	104,000	368,213	153,540	—	1,115,845
Gross charge-offs (1)	—		—	—	—	—	—	—	—	—
Residential real estate
Pass	17,882		61,613	75,968	91,234	55,100	114,999	38,826	—	455,622
OAEM	—		—	—	—	—	241	—	—	241
Substandard	—		231	193	294	493	2,896	159	—	4,266
Doubtful	—		—	—	—	—	—	—	—	—
Total	17,882		61,844	76,161	91,528	55,593	118,136	38,985	—	460,129
Gross charge-offs (1)	—		—	—	—	—	—	—	—	—
Consumer
Pass	3,759		6,531	4,499	3,710	3,140	973	278	—	22,890
OAEM	—		—	—	—	—	—	—	—	—
Substandard	—		—	26	—	13	6	—	—	45
Doubtful	—		—	—	—	—	—	—	—	—
Total	3,759		6,531	4,525	3,710	3,153	979	278	—	22,935
Gross charge-offs (1)	—		1	39	3	—	—	—	—	43
Agricultural
Pass	59		1,494	411	156	395	28	9,134	—	11,677
OAEM	—		—	—	—	—	—	—	—	—
Substandard	—		—	—	—	70	—	—	—	70
Doubtful	—		—	—	—	—	—	—	—	—
Total	59		1,494	411	156	465	28	9,134	—	11,747
Gross charge-offs (1)	—		—	—	—	—	—	—	—	—
Other
Pass	—		—	—	—	—	—	233	—	233
OAEM	—		—	—	—	—	—	—	—	—
Substandard	—		—	—	—	—	—	—	—	—
Doubtful	—		—	—	—	—	—	—	—	—
Total	—		—	—	—	—	—	233	—	233
Gross charge-offs (1)	—		—	—	—	—	—	121	—	121
Total loans	$	48,651	191,631	321,845	286,825	173,354	494,532	219,909	—	1,736,747
(1) - for the six months ended June 30, 2024.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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NOTE 4 – LOANS (continued)


	Term Loans by Origination Year
	2023		2022	2021	2020	2019	Prior	Revolving Loans Amortized Cost Basis	Revolving Loans Converted to Term	Total
December 31, 2023
Commercial & industrial
Pass	$	17,169	30,518	29,587	11,426	2,732	5,641	16,919	113	114,105
OAEM	—		—	1,474	—	—	—	—	—	1,474
Substandard	—		1,813	—	105	1,592	137	1,315	—	4,962
Doubtful	—		—	—	—	—	—	—	—	—
Total	17,169		32,331	31,061	11,531	4,324	5,778	18,234	113	120,541
Gross charge-offs (2)	—		—	—	—	—	15	—	—	15
Commercial, secured by real estate
Pass	99,055		200,735	156,865	109,810	92,895	283,564	141,354	6,056	1,090,334
OAEM	—		7,671	—	—	—	3,004	—	—	10,675
Substandard	—		—	—	—	1,648	2,987	—	—	4,635
Doubtful	—		—	—	—	—	—	—	—	—
Total	99,055		208,406	156,865	109,810	94,543	289,555	141,354	6,056	1,105,644
Gross charge-offs (2)	—		—	—	—	—	—	—	—	—
Residential real estate
Pass	55,232		83,511	107,120	62,177	19,208	95,643	33,800	—	456,691
OAEM	—		—	—	—	—	18	—	—	18
Substandard	—		446	—	217	—	3,062	170	—	3,895
Doubtful	—		—	—	—	—	—	—	—	—
Total	55,232		83,957	107,120	62,394	19,208	98,723	33,970	—	460,604
Gross charge-offs (2)	—		—	—	—	4	—	—	—	4
Consumer
Pass	8,087		5,820	4,868	4,671	1,382	304	460	—	25,592
OAEM	—		—	—	—	—	—	—	—	—
Substandard	—		—	—	—	8	—	—	—	8
Doubtful	—		—	—	—	—	—	—	—	—
Total	8,087		5,820	4,868	4,671	1,390	304	460	—	25,600
Gross charge-offs (2)	—		—	62	21	—	—	—	—	83
Agricultural
Pass	1,883		464	197	694	46	31	7,685	—	11,000
OAEM	—		—	—	—	—	—	—	—	—
Substandard	—		—	—	—	—	—	—	—	—
Doubtful	—		—	—	—	—	—	—	—	—
Total	1,883		464	197	694	46	31	7,685	—	11,000
Gross charge-offs (2)	—		—	—	—	—	—	—	—	—
Other
Pass	—		—	—	—	—	—	82	—	82
OAEM	—		—	—	—	—	—	—	—	—
Substandard	—		—	—	—	—	—	—	—	—
Doubtful	—		—	—	—	—	—	—	—	—
Total	—		—	—	—	—	—	82	—	82
Gross charge-offs (2)	—		—	—	—	—	—	166	—	166
Total loans	$	181,426	330,978	300,111	189,100	119,511	394,391	201,785	6,169	1,723,471
(2) - for the year ended December 31, 2023.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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(Continued)

NOTE 4 – LOANS (continued)

A loan portfolio aging analysis by class segment at June 30, 2024 and December 31, 2023 is as follows (in thousands):


	30-59 Days Past Due		60-89 Days Past Due	90 Days or More Past Due	Total Past Due	Current	Total Loans Receivable	90 Days or More Past Due and Accruing
June 30, 2024
Commercial & industrial	$	—	—	—	—	125,858	125,858	—
Commercial, secured by real estate:
Owner occupied	—		—	—	—	218,470	218,470	—
Non-owner occupied	245		—	2,642	2,887	519,114	522,001	—
Farmland	—		—	—	—	37,507	37,507	—
Multi-family	—		—	—	—	227,680	227,680	—
Construction loans secured by 1-4 family dwellings	—		—	—	—	13,020	13,020	—
Construction loans secured by other real estate	—		—	—	—	97,167	97,167	—
Residential real estate:
Secured by senior liens on 1-4 family dwellings	321		107	127	555	395,001	395,556	127
Secured by junior liens on 1-4 family dwellings	26		—	—	26	22,223	22,249	—
Home equity line-of-credit loans	520		51	32	603	41,721	42,324	32
Consumer	55		13	—	68	22,867	22,935	—
Agricultural	—		—	70	70	11,677	11,747	—
Other	233		—	—	233	—	233	—
Total	$	1,400	171	2,871	4,442	1,732,305	1,736,747	159

December 31, 2023
Commercial & industrial	$	—	—	—	—	120,541	120,541	—
Commercial, secured by real estate:
Owner occupied	—		—	72	72	206,633	206,705	72
Non-owner occupied	2,645		—	—	2,645	498,463	501,108	—
Farms	—		—	—	—	37,367	37,367	—
Multi-family	—		—	—	—	240,033	240,033	—
Construction loans secured by 1-4 family dwellings	—		—	—	—	9,058	9,058	—
Construction loans secured by other real estate	—		—	—	—	111,373	111,373	—
Residential real estate
Secured by senior liens on 1-4 family dwellings	1,020		414	29	1,463	400,563	402,026	—
Secured by junior liens on 1-4 family dwellings	27		—	—	27	19,972	19,999	—
Home equity line-of-credit loans	174		30	—	204	38,375	38,579	—
Consumer	136		—	—	136	25,464	25,600	—
Agricultural	—		—	—	—	11,000	11,000	—
Other	82		—	—	82	—	82	—
Total	$	4,084	444	101	4,629	1,718,842	1,723,471	72

Residential consumer mortgage loans secured by residential real estate in the process of foreclosure at June 30, 2024 totaled $53,000. No residential consumer mortgage loans secured by residential real estate were in the process of foreclosure at December 31, 2023.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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(Continued)

NOTE 4 – LOANS (continued)

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

The following table presents the amortized cost basis at June 30, 2024 of loan modifications made to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted (in thousands):


	Interest Rate Reduction		Extended Maturity	Principal Forgiveness	Payment Deferral	Total Modifications	Percent of Total Class
Three Months Ended June 30, 2024
Commercial & industrial	$	—	—	—	1,813	1,813	1.44	%
Commercial, secured by real estate, non-owner occupied	—		—	—	—	—	—	%
Residential real estate, secured by senior liens on 1-4 family dwellings	—		—	—	—	—	—	%

Total	$	—	—	—	1,813	1,813

Six Months Ended June 30, 2024
Commercial & industrial	$	—	1,793	—	1,813	3,606	2.87	%
Commercial, secured by real estate, non-owner occupied	—		2,642	—	—	2,642	0.51	%
Residential real estate, secured by senior liens on 1-4 family dwellings	$	—	—	—	—	—	—	%

Total	$	—	4,435	—	1,813	6,248

Three Months Ended June 30, 2023
Commercial & industrial	$	—	—	—	—	—	—	%
Commercial, secured by real estate, non-owner occupied	—		—	—	—	—	—	%
Residential real estate, secured by senior liens on 1-4 family dwellings	—		—	—	325	325	0.12	%

Total	$	—	—	—	325	325

Six Months Ended June 30, 2023
Commercial & industrial	$	—	—	—	—	—	—	%
Commercial, secured by real estate, non-owner occupied	—		—	—	—	—	—	%
Residential real estate, secured by senior liens on 1-4 family dwellings	—		—	—	325	325	0.12	%

Total	$	—	—	—	325	325

The commercial, secured by real estate, non-owner occupied loan with an amortized balance of $2,642,000 shown in the table above for the six month ended June 30, 2024 subsequently defaulted on payment. Security for the loan is an office building and LCNB has initiated foreclosure proceedings on this loan.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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(Continued)

NOTE 4 – LOANS (continued)

The borrower who received a modification on the residential real estate loan, secured by a senior lien on a 1-4 family dwelling, during the three and six months ended June 30, 2023, as shown in the table above, paid the loan in full during the third quarter 2023.

Mortgage loans sold to and serviced for the Federal Home Loan Mortgage Corporation and other investors are not included in the accompanying consolidated condensed balance sheets. The unpaid principal balances of those loans at June 30, 2024 and December 31, 2023 were approximately $423.0 million and $391.8 million, respectively.

NOTE 5 - PURCHASED CREDIT DETERIORATED LOANS

LCNB acquired loans through the merger with EFBI for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of these loans at acquisition on April 12, 2024 is as follows (in thousands):


Purchase price of loans at acquisition	2,811
Allowance for credit losses at acquisition	189
Non-credit discount/(premium) at acquisition	253
Par value of acquired loans at acquisition	$	3,253

The following table provides, as of June 30, 2024, the major classifications of purchased credit deteriorated loans acquired from EFBI (in thousands):



Commercial & industrial	$	184
Commercial, secured by real estate	379
Residential real estate	2,414

Total	$	2,977

The following table provides the outstanding balance and related carrying amount for purchased credit deteriorated loans acquired from EFBI as of June 30, 2024 (in thousands):


Outstanding balance	$	3,228
Carrying amount	2,977

Activity during 2024 for the accretable discount related to purchased credit deteriorated loans acquired from EFBI and CNNB is as follows (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024	2023
Accretable discount, beginning of period	$	1,410	—	1,467	—

Accretable discount acquired during period from merger with EFBI	253		—	253	—

Less loans transferred to held-for-sale	396		—	396	—
Less accretion	108		—	165	—
Accretable discount, end of period	$	1,159	—	1,159	—

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 6 - AFFORDABLE HOUSING TAX CREDIT LIMITED PARTNERSHIP INVESTMENTS

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

The following table presents the balances of LCNB's affordable housing tax credit investments and related unfunded commitments at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Affordable housing tax credit investment	$	18,950	16,950
Less amortization	5,366		4,626
Net affordable housing tax credit investment	$	13,584	12,324

Unfunded commitment	$	5,466	4,527

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

LCNB expects to fund the unfunded commitment over 9.0 years.

The following table presents other information relating to LCNB's affordable housing tax credit investments for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024		2023
Tax credits and other tax benefits recognized	$	445	434	$	888	864
Tax credit amortization expense included in provision for income taxes	368		361	740		718

NOTE 7 - DEPOSITS

The following table presents the composition of LCNB's deposits at June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Demand deposits	$	449,110	462,267
Interest-bearing demand and money fund deposits	587,141		643,989
Savings deposits	370,039		379,162
IRA and time certificates	536,770		338,971
Total	$	1,943,060	1,824,389

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LCNB CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 7 - DEPOSITS (continued)

Contractual maturities of time deposits at June 30, 2024 were as follows (in thousands):


Three months or less	$	108,939
Over three through six months	93,025
Over six through twelve months	115,118
July 1, 2024 - June 30, 2025	317,082
July 1, 2025 - June 30, 2026	202,684
July 1, 2026 - June 30, 2027	12,926
July 1, 2027 - June 30, 2028	2,246
July 1, 2028 - June 30, 2029	1,384
Thereafter	448
	$	536,770

The aggregate amount of time deposits in denominations of $250,000 or more at June 30, 2024 and December 31, 2023 was $109.8 million and $50.2 million, respectively. While the acquisition of EFBI contributed to the increase in the total amount of time deposits in denominations of $250,000 or more, most of the growth was generated organically. LCNB had a special rate promotion for time deposits, accompanied by a bonus rate promotion for new deposits, during much of the 2024 period.

NOTE 8 – BORROWINGS

Long-term debt at June 30, 2024 and December 31, 2023 was as follows (dollars in thousands):


	June 30, 2024				December 31, 2023
	Amount		Rate		Amount		Rate
Term loan	$	11,164	4.25	%	$	12,154	4.25	%
FHLB long-term advances	150,986		4.66	%	100,969		4.87	%
	$	162,150	4.63	%	$	113,123	4.80	%

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

Contractual maturities of long-term debt at June 30, 2024 and December 31, 2023 were as follows ( in thousands):


	June 30, 2024		December 31, 2023
Maturing within one year	$	17,150	4,988
Maturing after one year through two years	—		13,135
Maturing after two years through three years	35,000		25,000
Maturing after three years through four years	45,000		25,000
Maturing after four years through five years	45,000		25,000
Thereafter	20,000		20,000
Total	$	162,150	113,123

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 8 – BORROWINGS (continued)

Short-term borrowings at June 30, 2024 and December 31, 2023 were as follows (dollars in thousands):


	June 30, 2024				December 31, 2023
	Amount		Rate		Amount		Rate

Lines of credit	$	—	—	%	$	21,395	6.00	%
FHLB short-term advances	—		—	%	76,000		5.53	%
	$	—	—	%	$	97,395	5.63	%

At June 30, 2024, LCNB had a short-term revolving line of credit arrangement with a financial institution for a maximum amount of $10 million at an interest rate equal to the Wall Street Journal Prime Rate minus 25 basis points. This agreement expires on June 15, 2025.

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

All long-term and short-term advances from the FHLB of Cincinnati are secured by a blanket pledge of LCNB's 1-4 family first lien mortgage loans in the amount of approximately $455 million and $417 million at June 30, 2024 and December 31, 2023, respectively. Remaining borrowing capacity with the FHLB, including both long-term and short-term borrowings, at June 30, 2024 was approximately $170.3 million.

NOTE 9 - LEASES

Lease expenses for offices are included in the consolidated condensed statements of income in net occupancy expense and lease expenses for equipment and ATMs are included in equipment expense. Components of lease expense for the three and six months ended June 30, 2024 were as follows (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024		2023
Operating lease expense	$	239	283	$	465	442
Short-term lease expense	16		12	35		46
Variable lease expense	16		3	20		3
Other	11		7	18		10
Total lease expense	$	282	305	$	538	501

Other information related to leases at June 30, 2024 were as follows (dollars in thousands):


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	529
Right-of-use assets obtained in exchange for new operating lease liabilities	$	62
Weighted average remaining lease term in years for operating leases	32.9
Weighted average discount rate for operating leases	3.63		%

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 10 – 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,
	2024		2023		2024		2023
Statutory tax rate	21.0	%	21.0	%	21.0	%	21.0	%
Increase (decrease) resulting from:
Tax exempt interest	(2.8)	%	(0.6)	%	(1.7)	%	(0.6)	%
Tax exempt income on bank-owned life insurance	(7.6)	%	(1.0)	%	(4.4)	%	(1.1)	%
Captive insurance premium income	(6.6)	%	(0.8)	%	(4.3)	%	(0.9)	%
Affordable housing tax credit limited partnerships	(8.2)	%	(1.3)	%	(4.7)	%	(1.4)	%
Nondeductible merger-related expenses	5.4	%	—	%	3.9	%	—	%
Other, net	0.8	%	0.6	%	0.6	%	0.8	%
Effective tax rate	2.0	%	17.9	%	10.4	%	17.8	%

NOTE 11 - 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 and 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.

In addition to such commitments to extend credit, LCNB may have services for customers in place that, though they obligate LCNB to provide credit on certain terms, do not constitute commitments to extend credit for purposes of this Note 11. For example, the Bounce Protection product, LCNB's deposit overdraft program, is offered as a service by the Bank and does not constitute a contract between the customer and LCNB.

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

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 11 – COMMITMENTS AND CONTINGENT LIABILITIES (continued)

Financial instruments whose contract amounts represent off-balance-sheet credit risk at June 30, 2024 and December 31, 2023 were as follows (in thousands):


	June 30, 2024		December 31, 2023
Commitments to extend credit:
Commercial loans	$	47,047	28,111
Other loans
Fixed rate	27,749		15,349
Adjustable rate	3,454		1,946
Unused lines of credit:
Fixed rate	25,619		21,532
Adjustable rate	239,975		184,056
Unused overdraft protection amounts on demand accounts	16,353		16,418
Standby letters of credit	5		5
Total commitments	$	360,202	267,417

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

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

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

Activity in the allowance for credit losses on off-balance sheet credit exposures for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024	2023
Balance, beginning of period	$	329	482	281	—
Impact of adopting ASC 326	—		—	—	571
Acquisition of Eagle Financial Bancorp, Inc.	48		—	48	—
Provision for (recovery of) credit losses	(15)		(101)	33	(190)

Balance, end of period	$	362	381	362	381

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, 2024 totaled approximately $1.5 million.

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

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

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	Unrealized Losses on Available-for-Sale Debt Securities		Changes in Pension Plan Assets and Benefit Obligations	Total	Unrealized Losses on Available-for-Sale Debt Securities		Changes in Pension Plan Assets and Benefit Obligations	Total
2024
Balance at beginning of period	$	(23,399)	(55)	(23,454)	$	(22,281)	(55)	(22,336)
Other comprehensive income (loss), net of taxes	605		—	605	(682)		—	(682)
Reclassifications	—		—	—	169		—	169
Balance at end of period	$	(22,794)	(55)	(22,849)	$	(22,794)	(55)	(22,849)

2023
Balance at beginning of period	$	(24,977)	(27)	(25,004)	$	(29,927)	(27)	(29,954)
Other comprehensive (loss) income, net of taxes	(2,767)		—	(2,767)	2,183		—	2,183

Balance at end of period	$	(27,744)	(27)	(27,771)	$	(27,744)	(27)	(27,771)

Reclassifications out of accumulated other comprehensive loss during the three and six months ended June 30, 2024 and 2023 and the affected line items in the condensed consolidated statements of income were as follows (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,			Affected Line Item in the Consolidated Condensed Statements of Income
	2024		2023	2024		2023
Realized losses from sales of debt securities, available-for-sale	$	—	—	$	(214)	—	Net losses from sales of debt securities, available-for-sale
Income tax benefit	—		—	(45)		—	Provision for income taxes
Reclassification adjustment, net of taxes	$	—	—	$	(169)	—

NOTE 13 – 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.

LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 13 – 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 period ended June 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024		2023
Qualified noncontributory defined benefit retirement plan	$	327	338	$	654	677
401(k) plan	200		165	420		365

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

The net periodic pension cost of the nonqualified defined benefit retirement plan consists solely of interest cost of $18,000 and $36,000 for the three and six months ended June 30, 2024, respectively, and $19,000 and $38,000 for the three and six months ended June 30, 2023, respectively.

NOTE 14 – STOCK BASED COMPENSATION

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

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

Restricted stock awards granted under the 2015 Plan during the three and six months ended June 30, 2024 and 2023 were as follows:


	2024			2023
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Nonvested at January 1,	79,017	$	17.94	58,314	$	17.99
Granted	41,703	13.87		44,150	17.84
Vested	(36,127)	16.39		(23,447)	17.89
Forfeited	—	—		—	—
Nonvested at June 30,	84,593	$	16.59	79,017	$	17.94

At June 30, 2024, there were 84,593 restricted stock awards outstanding with an approximate stock value of $1,177,000 based on that day's closing stock price. At June 30, 2023, there were 79,017 restricted stock awards outstanding with an approximate stock value of $1,166,000 based on that day's closing stock price. The fair value of restricted stock awards was $578,000 on the grant date of March 4, 2024 and $788,000 on the grant date of January 23, 2023. Grants to officers of LCNB vest over a period of five years while grants to members of the board of directors vest immediately. The grant date fair value is recognized ratably into expense over the vesting period.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 14 – STOCK BASED COMPENSATION (continued)

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, 2024 and 2023 (in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024	2023
Restricted stock expense	$	92	82	407	398
Tax effect	19		17	85	83

Unrecognized compensation expense for restricted stock awards was $1,097,000 at June 30, 2024 and is expected to be recognized over a period of 4.7 years.

NOTE 15 – EARNINGS PER COMMON SHARE

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

Earnings per share for the three and six months ended June 30, 2024 and 2023 were calculated as follows (dollars in thousands, except share and per share data):


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024	2023
Net income	$	925	4,694	2,840	8,851
Less allocation of earnings and dividends to participating securities	6		33	18	63
Net income allocated to common shareholders	$	919	4,661	2,822	8,788

Weighted average common shares outstanding, gross	14,117,857		11,135,325	13,695,447	11,202,300
Less average participating securities	84,593		79,017	84,593	79,929
Adjusted weighted average number of shares outstanding used in the calculation of basic and diluted earnings per common share	14,033,264		11,056,308	13,610,854	11,122,371

Earnings per common share:
Basic	$	0.07	0.42	0.21	0.79
Diluted	0.07		0.42	0.21	0.79

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 16 - FAIR VALUE MEASUREMENTS

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

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

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

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

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

EQUITY SECURITIES WITH A READILY DETERMINABLE FAIR VALUE

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

DEBT SECURITIES, AVAILABLE-FOR-SALE

The majority of LCNB's financial debt securities are classified as available-for-sale. The securities are reported at fair value with unrealized holding gains and losses reported net of income taxes in accumulated other comprehensive income. LCNB utilizes a pricing service for determining the fair values of its debt securities. Methods and significant assumptions used to estimate fair value were as follows:

•Fair values for U.S. Treasury notes are determined based on market quotations (level 1).

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

ASSETS RECORDED AT FAIR VALUE ON A NONRECURRING BASIS

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

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

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 16 - 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, 2024 and December 31, 2023 (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, 2024
Recurring fair value measurements:
	Equity securities with a readily determinable fair value:
	Equity securities	$	90	90	—	—

	Mutual funds measured at net asset value	1,240		1,240	—	—

	Debt securities, available-for-sale:
	U.S. Treasury notes	68,690		68,690	—	—
	U.S. Agency notes	81,014		—	81,014	—
	Corporate bonds	6,643		—	6,643	—
	U.S. Agency mortgage-backed securities	67,709		—	67,709	—
	Municipal securities:
	Non-taxable	4,346		—	4,346	—
	Taxable	32,955		—	32,955	—

	Total recurring fair value measurements	$	262,687	70,020	192,667	—

Nonrecurring fair value measurements:
	Individually evaluated collateral dependent loans	$	1,674	—	—	1,674

	Total nonrecurring fair value measurements	$	1,674	—	—	1,674

December 31, 2023
Recurring fair value measurements:
	Equity securities with a readily determinable fair value:
	Equity securities	$	96	96	—	—

	Mutual funds measured at net asset value	1,240		1,240	—	—

	Debt securities, available-for-sale:
	U.S. Treasury notes	68,202		68,202	—	—
	U.S. Agency notes	80,901		—	80,901	—
	Corporate bonds	6,534		—	6,534	—
	U.S. Agency mortgage-backed securities	72,790		—	72,790	—
	Municipal securities:
	Non-taxable	7,171		—	7,171	—
	Taxable	41,003		—	41,003	—
	Total recurring fair value measurements	$	277,937	69,538	208,399	—

Nonrecurring fair value measurements:
	Individually evaluated collateral dependent loans	$	—	—	—	—

	Total nonrecurring fair value measurements	$	—	—	—	—

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 16 - FAIR VALUE MEASUREMENTS (continued)

The following table presents quantitative information about unobservable inputs used in nonrecurring level 3 fair value measurements at June 30, 2024 and December 31, 2023 (dollars in thousands):

Range

Fair Value

Valuation Technique

Unobservable Inputs

High

Low

Weighted Average

June 30, 2024

Individually evaluated collateral dependent loans

1,674

Estimated sales price

Adjustments for comparable properties, discounts to reflect current market conditions

Not applicable

December 31, 2023

Individually evaluated collateral dependent loans

—

Estimated sales price

Adjustments for comparable properties, discounts to reflect current market conditions

Not applicable

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 16 - FAIR VALUE MEASUREMENTS (continued)

Carrying amounts and estimated fair values of financial instruments as of June 30, 2024 and December 31, 2023 were as follows (in thousands):


				Fair Value Measurements at the End of the Reporting Period Using
	Carrying Amount		Fair Value	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
June 30, 2024
FINANCIAL ASSETS:
Cash and cash equivalents	$	34,872	34,872	34,872	—	—

Debt securities, held-to-maturity, net	18,844		17,346	—	—	17,346


Loans, net	1,725,477		1,533,374	—	—	1,533,374
Loans held-for-sale	44,002		44,002	—	44,002	—
Accrued interest receivable	9,473		9,473	—	9,473	—

FINANCIAL LIABILITIES:
Deposits	1,943,060		1,958,752	1,406,290	552,462	—
Short-term borrowings	—		—	—	—	—
Long-term debt	162,150		161,189	—	161,189	—
Accrued interest payable	2,093		2,093	—	2,093	—

December 31, 2023
FINANCIAL ASSETS:
Cash and cash equivalents	$	39,723	39,723	39,723	—	—

Debt securities, held-to-maturity, net	16,858		15,679	—	—	15,679


Loans, net	1,712,946		1,534,406	—	—	1,534,406
Accrued interest receivable	8,405		8,405	—	8,405	—

FINANCIAL LIABILITIES:
Deposits	1,824,389		1,824,105	1,485,418	338,687	—
Short-term borrowings	97,395		97,395	—	97,395	—
Long-term debt	113,123		112,986	—	112,986	—
Accrued interest payable	1,697		1,697	—	1,697	—

The fair values of off-balance-sheet financial instruments such as loan commitments and letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements. The fair values of such instruments were not material at June 30, 2024 and December 31, 2023.

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.

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LCNB CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Continued)

NOTE 17 - SUBSEQUENT EVENT

During April 2024 LCNB decided to consolidate its Miami Heights Office, located at 7553 Bridgetown Road, Cincinnati, Ohio into its Bridgetown Road Office, located at 6415 Bridgetown Road, Cincinnati, Ohio. The consolidation occurred at the close of business on Wednesday, July 31, 2024. LCNB recently acquired the Miami Heights Office through the merger with CNNB and then acquired the Bridgetown Road Office through the merger with EFBI and they were in close proximity to each other. Deposit and loan accounts held at the Miami Heights Office were automatically transferred to the Bridgetown Road Office. LCNB does not expect the consolidation will have a material impact on its results of consolidated operations or financial position. The Miami Heights Office building will no longer be depreciated, will be marketed for sale, and the resulting gain or loss from the sale is not expected to be material.

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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, 2023, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

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

1.the success, impact, and timing of the implementation of LCNB’s business strategies;

2.LCNB’s ability to integrate recent and future acquisitions, including CNNB and EFBI, may be unsuccessful or may be more difficult, time-consuming, or costly than expected;

3.LCNB may incur increased loan charge-offs in the future and the allowance for credit losses may be inadequate;

4.LCNB may face competitive loss of customers;

5.changes in the interest rate environment, which may include further interest rate increases, may have results on LCNB’s operations materially different from those anticipated by LCNB’s market risk management functions;

6.changes in general economic conditions and increased competition could adversely affect LCNB’s operating results;

7.changes in regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact LCNB’s operating results;

8.LCNB may experience difficulties growing loan and deposit balances;

9.United States trade relations with foreign countries could negatively impact the financial condition of LCNB's

customers, which could adversely affect LCNB's operating results and financial condition;

10.global or domestic geopolitical relations and/or conflicts could create financial market uncertainty and have negative impacts on commodities and currency, which could adversely affect LCNB's operating results and financial condition;

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

12.adverse weather events and natural disasters and global and/or national epidemics could negatively affect LCNB's customers given its concentrated geographic scope, which could impact LCNB's operating results; and

13.government intervention in the U.S. financial system, including the effects of legislative, tax, accounting, and regulatory actions and reforms, including the Dodd-Frank Act, the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, changes in deposit insurance premium levels, and any such future regulatory actions or reforms.

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

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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 Estimates

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

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

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

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

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

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LCNB CORP. AND SUBSIDIARIES

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

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

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

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

changes in the market place or within the organizational structure.

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

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

Loans Held-For-Sale. Loans held-for-sale (“LHFS”) represent mortgage loans intended to be sold in the secondary market and other loans that management has an active plan to sell. LHFS are carried at the lower-of-cost-or-fair value as determined on an

aggregate basis by type of loan. Any writedowns to fair value upon the transfer of loans to LHFS are reflected in loan charge-offs. Any further decreases are recognized in non-interest income and increases in fair value above the loan cost basis are not recognized until the loans are sold.

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LCNB CORP. AND SUBSIDIARIES

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

Results of Operations

Net income for the respective three and six months ended June 30, 2024 was $925,000 (total basic and diluted earnings per share of $0.07) and $2,840,000 (total basic and diluted earnings per share of $0.21). This compares to net income of $4,694,000 (total basic and diluted earnings per share of $0.42) and $8,851,000 (total basic and diluted earnings per share of $0.79) for the same respective three and six-month periods in 2023. Results for the 2024 periods were affected by the expenses incurred in connection with the acquisitions of Eagle Financial Bancorp, Inc. on April 12, 2024 and Cincinnati Bancorp, Inc. on November 1, 2023.

Net interest income for the three and six months ended June 30, 2024 was $15,217,000 and $29,112,000, respectively. This compares to net interest income of $14,177,000 and $28,119,000 for the same respective three and six-month periods in 2023. The increase in net interest income was primarily due to increased loan interest income caused by higher average loan balances and an increase in the average rate earned on the loan portfolio. This increase was partially offset by increased interest expense recognized on higher amounts of average interest-bearing demand and money market deposits, IRA and time certificates, and long-term borrowings and to higher interest expense paid for these liabilities. The higher average loan and deposit balances during the 2024 periods were partially due to the acquisition of EFBI and CNNB. The increases in average rates earned on loans and paid for deposits and debt is associated with the rapid increase in the Effective Federal Funds Rate. LCNB's tax equivalent net interest margin for the first six months of 2024 was 2.80%, compared to 3.28% for the same period last year.

LCNB recorded a provision for credit losses of $528,000 and $653,000 for the three and six months ended June 30, 2024, respectively. This compares to a provision of $30,000 for the three months ended June 30, 2023 and a net recovery of credit losses of $27,000 for the six months ended June 30, 2023. The provisions for 2024 include $763,000 recognized on non-PCD loans acquired through the Eagle Financial Bancorp merger.

Non-interest income for the three and six months ended June 30, 2024 was $4,080,000 and $8,009,000, respectively. This compares to non-interest income of $3,646,000 and $7,227,000 for the same respective periods in 2023. The increase for both the three and six-month periods was primarily due to higher amounts of fiduciary income and net gains recognized on the sale of residential mortgage loans. Partially offsetting non-interest income during the 2024 quarter was an $843,000 pretax loss on the sale of approximately $48.9 million of below market rate loans acquired from Cincinnati Bancorp.

Non-interest expense for the three and six months ended June 30, 2024 was $17,825,000 and $33,297,000, respectively, compared to $12,078,000 and $24,603,000 for the same three and six-month periods in 2023. The increases were primarily due to higher expenses associated with the additional personnel and offices resulting from the acquisitions of Eagle Financial Bancorp and Cincinnati Bancorp and to one-time expenses associated with the two acquisitions. In addition, non-interest expense for the 2023 second quarter benefited from a $425,000 gain recognized on the sale of an office building that had been closed as a result of LCNB's office consolidation strategy.

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LCNB CORP. AND SUBSIDIARIES

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

Net Interest Income

Three Months Ended June 30, 2024 vs. June 30, 2023

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, 2024 and June 30, 2023, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid.


	Three Months Ended June 30,
	2024						2023
	Average Outstanding Balance			Interest Earned/ Paid	Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Paid	Average Yield/ Rate
					(Dollars in thousands)
Loans (1)	$	1,818,253		24,836	5.49	%	$	1,405,939		16,763	4.78	%

Interest-bearing demand deposits	14,143			215	6.11	%	9,780			144	5.91	%



Federal Reserve Bank stock	6,248			180	11.59	%	4,652			140	12.07	%
Federal Home Loan Bank stock	20,152			367	7.32	%	6,713			121	7.23	%
Investment securities:
Equity securities	4,985			39	3.15	%	3,386			38	4.50	%
Debt securities, taxable	259,768			1,183	1.83	%	282,325			1,323	1.88	%
Debt securities, non-taxable (2)	18,515			184	4.00	%	24,461			220	3.61	%
Total earnings assets	2,142,064			27,004	5.07	%	1,737,256			18,749	4.33	%
Non-earning assets	274,104						198,560
Allowance for credit losses	(11,386)						(7,860)
Total assets	$	2,404,782					$	1,927,956

Interest-bearing demand and money market deposits	$	648,772		3,575	2.22	%	$	521,422		1,597	1.23	%
Savings deposits	372,240			307	0.33	%	395,367			134	0.14	%
IRA and time certificates	493,297			5,808	4.74	%	215,403			1,604	2.99	%
Short-term borrowings	11,291			181	6.45	%	79,485			1,008	5.09	%
Long-term debt	162,555			1,877	4.64	%	18,514			183	3.96	%
Total interest-bearing liabilities	1,688,155			11,748	2.80	%	1,230,191			4,526	1.48	%
Demand deposits	451,678						472,154
Other liabilities	21,022						21,526
Equity	243,927						204,085
Total liabilities and equity	$	2,404,782					$	1,927,956
Net interest rate spread (3)					2.27	%					2.85	%
Net interest income and net interest margin on a taxable-equivalent basis (4)				15,256	2.86	%				14,223	3.28	%
Ratio of interest-earning assets to interest-bearing liabilities	126.89		%				141.22		%


(1)			Includes non-accrual loans and loans held-for-sale.
(2)			Income from tax-exempt securities is included in interest income on a taxable-equivalent basis. Interest income has been divided by a factor comprised of the complement of the incremental tax rate of 21%.
(3)			The net interest spread is the difference between the average rate on total interest-earning assets and interest-bearing liabilities.
(4)			The net interest margin is the taxable-equivalent net interest income divided by average interest-earning assets.

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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, 2024 as compared to the same period in 2023. Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each.


	Three Months Ended June 30, 2024 vs. 2023
	Increase (decrease) attributable to:
	Volume		Rate	Total
	(In thousands)
Interest-earning Assets:
Loans	$	5,394	2,679	8,073

Interest-bearing demand deposits	66		5	71

Federal Reserve Bank stock	46		(6)	40
Federal Home Loan Bank stock	245		1	246
Investment securities:
Equity securities	15		(14)	1
Debt securities, taxable	(104)		(36)	(140)
Debt securities, non-taxable	(57)		21	(36)
Total interest income	5,605		2,650	8,255

Interest-bearing Liabilities:
Interest-bearing demand and money market deposits	463		1,515	1,978
Savings deposits	(8)		181	173
IRA and time certificates	2,898		1,306	4,204
Short-term borrowings	(1,039)		212	(827)
Long-term debt	1,658		36	1,694
Total interest expense	3,972		3,250	7,222
Net interest income	$	1,633	(600)	1,033

Net interest income on a fully taxable-equivalent basis for the three months ended June 30, 2024 totaled $15,256,000, an increase of $1,033,000 from the comparable period in 2023. Total interest income increased $8,255,000, which was partially offset by an increase in total interest expense of $7,222,000.

The $8,255,000 increase in total interest income was primarily due to an $8,073,000 increase in loan interest income. The increase in loan interest income was primarily due to a $412.3 million increase in average loan balances and secondarily to a 71 basis point (a basis point equals 0.01%) increase in the average rate earned on the loan portfolio due to higher market rates. Loan balances increased due to organic growth in the loan portfolio and to loans acquired in the mergers with EFBI and CNNB.

The $7,222,000 increase in total interest expense was primarily due to a $1,978,000 increase in interest expense for interest-bearing demand and money market deposits, a $4,204,000 increase in interest expense for IRA and time certificates, and a $1,694,000 increase in interest expense for long-term debt. Interest expense on interest-bearing demand and money market deposits increased primarily due to a 99 basis point increase in the average rate paid for these deposits and secondarily to a $127.4 million increase in average deposit balances. Interest expense on IRA and time certificates increased due to a $277.9 million increase in average deposit balances and to a 175 basis point increase in the average rate paid. Deposit balances increased due to a combination of organic growth and to balances obtained in the mergers with EFBI and CNNB.

Interest expense on long-term debt increased primarily due to a $144.0 million increase in the average balance outstanding caused by new FHLB advances, which were used to pay down short-term borrowings, promote loan growth, and increase liquidity.

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LCNB CORP. AND SUBSIDIARIES

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

Increases in market rates were primarily caused by FOMC increases in the targeted federal funds rate, which increased by 425 basis points during 2022 and by an additional 100 basis points during 2023.

Six Months Ended June 30, 2024 vs. June 30, 2023

The following table presents, for the six months ended June 30, 2024 and June 30, 2023, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid.



	Six Months Ended June 30,
	2024						2023
	Average Outstanding Balance			Interest Earned/ Paid	Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Paid	Average Yield/ Rate
					(Dollars in thousands)
Loans (1)	$	1,770,410		47,518	5.40	%	$	1,397,708		32,906	4.75	%
Interest-bearing demand deposits	18,730			539	5.79	%	11,132			301	5.45	%

Federal Reserve Bank stock	5,879			176	6.02	%	4,652			140	6.07	%
Federal Home Loan Bank stock	18,196			708	7.82	%	6,754			183	5.46	%
Investment securities:
Equity securities	4,990			79	3.18	%	3,858			75	3.92	%
Debt securities, taxable	262,467			2,415	1.85	%	284,343			2,666	1.89	%
Debt securities, non-taxable (2)	18,690			365	3.93	%	24,713			443	3.61	%
Total earnings assets	2,099,362			51,800	4.96	%	1,733,160			36,714	4.27	%
Non-earning assets	261,367						199,537
Allowance for credit losses	(10,954)						(7,692)
Total assets	$	2,349,775					$	1,925,005

Interest-bearing demand and money market deposits	$	645,986		7,492	2.33	%	$	513,447		2,842	1.12	%
Savings deposits	370,145			513	0.28	%	405,563			273	0.14	%
IRA and time certificates	431,714			9,875	4.60	%	200,434			2,676	2.69	%
Short-term borrowings	38,171			1,116	5.88	%	86,996			2,312	5.36	%
Long-term debt	156,366			3,615	4.65	%	18,747			399	4.29	%
Total interest-bearing liabilities	1,642,382			22,611	2.77	%	1,225,187			8,502	1.40	%
Demand deposits	447,423						474,715
Other liabilities	20,447						21,846
Equity	239,523						203,257
Total liabilities and equity	$	2,349,775					$	1,925,005
Net interest rate spread (3)					2.19	%					2.87	%
Net interest income and net interest margin on a taxable-equivalent basis (4)				29,189	2.80	%				28,212	3.28	%
Ratio of interest-earning assets to interest-bearing liabilities	127.82		%				141.46		%


(1)			Includes non-accrual loans and loans held-for-sale.
(2)			Income from tax-exempt securities is included in interest income on a taxable-equivalent basis. Interest income has been divided by a factor comprised of the complement of the incremental tax rate of 21%.
(3)			The net interest spread is the difference between the average rate on total interest-earning assets and interest-bearing liabilities.
(4)			The net interest margin is the taxable-equivalent net interest income divided by average interest-earning assets.

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LCNB CORP. AND SUBSIDIARIES

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



	Six Months Ended June 30, 2024 vs. 2023
	Increase (decrease) attributable to:
	Volume		Rate	Total
	(In thousands)
Interest-earning Assets:
Loans	$	9,580	5,032	14,612

Interest-bearing demand deposits	218		20	238

Federal Reserve Bank stock	37		(1)	36
Federal Home Loan Bank stock	418		107	525
Investment securities:
Equity securities	20		(16)	4
Debt securities, taxable	(202)		(49)	(251)
Debt securities, non-taxable	(115)		37	(78)
Total interest income	9,956		5,130	15,086

Interest-bearing Liabilities:
Interest-bearing demand and money market deposits	887		3,763	4,650
Savings deposits	(26)		266	240
IRA and time certificates	4,449		2,750	7,199
Short-term borrowings	(1,408)		212	(1,196)
Long-term debt	3,179		37	3,216
Total interest expense	7,081		7,028	14,109
Net interest income	$	2,875	(1,898)	977

Net interest income on a fully taxable-equivalent basis for the six months ended June 30, 2024 totaled $29,189,000, an increase of $977,000 from the comparable period in 2023. Total interest income increased $15,086,000, which was partially offset by an increase in total interest expense of $14,109,000.

The $15,086,000 increase in total interest income was primarily due to an $14,612,000 increase in loan interest income. The increase in loan interest income was primarily due to a $372.7 million increase in average loan balances and secondarily to a 65 basis point increase in the average rate earned on the loan portfolio due to higher market rates. Loan balances increased due to organic growth in the loan portfolio and to loans acquired in the mergers with EFBI and CNNB.

The $14,109,000 increase in total interest expense was primarily due to a $4,650,000 increase in interest expense for interest-bearing demand and money market deposits, a $7,199,000 increase in interest expense for IRA and time certificates, and a $3,216,000 increase in interest expense for long-term debt. Interest expense on interest-bearing demand and money market deposits increased primarily due to a 121 basis point increase in the average rate paid for these deposits and secondarily to a $132.5 million increase in average deposit balances. Interest expense on IRA and time certificates increased due to a $231.3 million increase in average deposit balances and to a 191 basis point increase in the average rate paid. Deposit balances increased due to a combination of organic growth and to balances obtained in the mergers with EFBI and CNNB.

Interest expense on long-term debt increased primarily due to a $137.6 million increase in the average balance outstanding caused by new FHLB advances, which were used to pay down short-term borrowings, promote loan growth, and increase liquidity.

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LCNB CORP. AND SUBSIDIARIES

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

Provision and Allowance For Credit Losses

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

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

LCNB recorded a provision for credit losses of $528,000 for the second quarter of 2024, compared to a provision of $30,000 for the comparable period in 2023. The provision for the 2024 period included a provision for credit losses on loans of $542,000 and a net recovery for off-balance-sheet credit exposures of $16,000. The provision for the 2023 period included a provision for credit losses on loans of $132,000 and a net recovery for off-balance-sheet credit exposures of $101,000. For the six months ended June 30, 2024, LCNB recorded a provision for credit losses of $653,000, compared to a net recovery of $27,000 for the comparable period in 2023. The provision for the 2024 six-month period included a provision for credit losses on loans of $619,000 and a provision for off-balance-sheet credit exposures of $32,000. The net recovery for the 2023 six-period included a provision for credit losses on loans of $164,000 and a net recovery for off-balance-sheet credit exposures of $190,000.

The provisions for credit losses on loans during the three and six-month 2024 periods included $763,000 recognized on non-PCD loans acquired through the EFBI merger and the six-month period included a $1.2 million increase for a commercial real estate, non-owner occupied loan that was individually evaluated for the first time during the first quarter 2024. These increases were largely offset by a recovery of credit losses in the pooled real estate mortgage loan category. The residential real estate mortgage loan category had a recovery of credit losses primarily due to a decrease in loss rates and a decrease in loan balances caused by a transfer to the loans held-for-sale category.

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

Net charge-offs for the three and six months ended June 30, 2024 totaled $18,000 and $63,000, respectively, compared to net charge-offs of $33,000 and $49,000 for the respective periods in 2023.

Non-Interest Income

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

A comparison of non-interest income for the three and six months ended June 30, 2024 and June 30, 2023 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023	Difference	2024		2023	Difference
Fiduciary income	$	2,067	1,787	280	$	4,040	3,527	513
Service charges and fees on deposit accounts	1,537		1,445	92	2,921		2,927	(6)
Net losses from sales of debt securities, available-for-sale	—		—	—	(214)		—	(214)
Bank-owned life insurance income	341		277	64	659		548	111
Net gains from sales of loans	50		3	47	572		9	563
Other operating income (loss)	85		134	(49)	31		216	(185)
Total non-interest income	$	4,080	3,646	434	$	8,009	7,227	782

Reasons for changes include:

•Fiduciary income increased primarily due to increases in the fair values of trust and brokerage assets managed, on which fees are based. The increases in fair value are due to the opening of new Wealth Management customer accounts and to an increase in the market values of managed assets.

•Service charges and fees on deposit accounts for the three-month period increased primarily due to increases in check card income and fee income received on the ICS product, partially offset by a decreases in overdraft fees, ATM usage fees, and deposit account fees in general. LCNB reduced overdraft fees from $35 per occurrence to $25 effective November 1, 2023.

•Net losses from sales of debt securities during 2024 reflect losses recognized on the sale of municipal securities with an amortized cost basis of approximately $9.8 million.

•Net gains from sales of loans increased due to a higher volume of residential real estate loan sales. Partially offsetting these gains was an $843,000 pretax loss on the sale of approximately $48.9 million of below market rate loans acquired from CNNB.

•Other operating income decreased primarily due to an increase in amortization of capitalized mortgage servicing rights, which amortization is netted for accounting purposes against fee income recognized from the servicing of sold residential mortgage loans.

Non-Interest Expense

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

A comparison of non-interest expense for the three and six months ended June 30, 2024 and June 30, 2023 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023	Difference	2024		2023	Difference
Salaries and employee benefits	$	9,006	7,061	1,945	$	17,560	14,410	3,150
Equipment expenses	395		417	(22)	785		778	7
Occupancy expense, net	944		599	345	1,949		1,562	387
State financial institutions tax	476		396	80	904		793	111
Marketing	210		320	(110)	384		512	(128)
Amortization of intangibles	298		112	186	534		223	311
FDIC insurance premiums, net	394		224	170	898		439	459
Contracted services	844		666	178	1,628		1,307	321

Merger-related expenses	2,320		415	1,905	3,095		440	2,655
Other non-interest expense	2,938		1,868	1,070	5,560		4,139	1,421
Total non-interest expense	$	17,825	12,078	5,747	$	33,297	24,603	8,694

Reasons for changes include:

•Salaries and employee benefits increased in 2024 due to overall wage and benefit increases, an increased number of employees due to the acquisition of EFBI and CNNB, higher sales commissions, and higher health insurance costs.

•Occupancy expense increased primarily due to maintenance and repair costs related to LCNB's office facilities. Also contributing to the increase were increased utility and depreciation expenses caused by the additional offices acquired from EFBI and CNNB.

•Amortization of intangibles increased due to the amortization of core deposit intangibles recognized from the acquisitions of EFBI and CNNB.

•FDIC insurance premiums increased due to a higher assessment base, partially reflecting increased assets resulting from the acquisitions of EFBI and CNNB, and to an increase in the assessment rate charged.

•Merger-related expenses reflect costs incurred in connection with the acquisitions of EFBI and CNNB.

•Other non-interest expense for the 2023 second quarter benefited from a $425,000 gain recognized on the sale of an office building that had been closed as a result of LCNB's office consolidation strategy. The remaining net increases for the three and six month periods can be attributed to smaller increases in various other accounts.

Income Taxes

LCNB's effective tax rate for the three and six months ended June 30, 2024 was 2.0% and 10.4%, respectively compared to 17.9% and 17.8% for the same respective periods in 2023. The difference between the statutory rate of 21% and the effective tax rates is primarily due to tax-exempt interest income from municipal securities, tax-exempt earnings from bank-owned life insurance, tax-exempt earnings from LCNB Risk Management, Inc., and tax credits and losses related to investments in affordable housing tax credit limited partnerships. The effective tax rates for 2024 were lower due to tax-exempt items not decreasing in proportion to the overall decrease in earnings.

Financial Condition

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

A comparison of balance sheet line items at June 30, 2024 and December 31, 2023 is as follows (dollars in thousands):


	June 30, 2024		December 31, 2023	Difference $	Difference %
ASSETS:
Total cash and cash equivalents	$	34,872	39,723	(4,851)	(12.21)	%

Investment securities:
Equity securities with a readily determinable fair value, at fair value	1,330		1,336	(6)	(0.45)	%
Equity securities without a readily determinable fair value, at cost	3,666		3,666	—	—	%
Debt securities, available-for-sale, at fair value	261,357		276,601	(15,244)	(5.51)	%
Debt securities, held-to-maturity, net, at cost	18,844		16,858	1,986	11.78	%
Federal Reserve Bank stock, at cost	6,334		5,086	1,248	24.54	%
Federal Home Loan Bank stock, at cost	20,710		15,176	5,534	36.47	%
Loans, net	1,725,477		1,712,946	12,531	0.73	%
Loans held-for-sale	44,002		—	44,002	NM
Premises and equipment, net	40,766		36,302	4,464	12.30	%
Operating lease right-of-use assets	6,026		6,000	26	0.43	%
Goodwill	93,922		79,509	14,413	18.13	%
Core deposit and other intangibles	12,135		9,494	2,641	27.82	%
Bank-owned life insurance	53,510		49,847	3,663	7.35	%
Interest receivable	9,473		8,405	1,068	12.71	%
Other assets	38,889		30,643	8,246	26.91	%
Total assets	$	2,371,313	2,291,592	79,721	3.48	%

LIABILITIES:
Deposits:
Non-interest-bearing	$	449,110	462,267	(13,157)	(2.85)	%
Interest-bearing	1,493,950		1,362,122	131,828	9.68	%
Total deposits	1,943,060		1,824,389	118,671	6.50	%
Short-term borrowings	—		97,395	(97,395)	(100.00)	%
Long-term debt	162,150		113,123	49,027	43.34	%
Operating lease liabilities	6,290		6,261	29	0.46	%
Accrued interest and other liabilities	14,599		15,121	(522)	(3.45)	%
Total liabilities	2,126,099		2,056,289	69,810	3.39	%

SHAREHOLDERS' EQUITY:
Common shares	187,195		173,637	13,558	7.81	%
Retained earnings	136,883		140,017	(3,134)	(2.24)	%
Treasury shares, at cost	(56,015)		(56,015)	—	—	%
Accumulated other comprehensive loss, net of taxes	(22,849)		(22,336)	(513)	2.30	%
Total shareholders' equity	245,214		235,303	9,911	4.21	%
Total liabilities and shareholders' equity	$	2,371,313	2,291,592	79,721	3.48	%

Reasons for changes include:

•Available-for-sale debt securities decreased due to maturities, paydowns, sales, calls, and decreases in market valuation. Purchases of new securities were minimal during 2024.

•Net loans increased primarily due to loans acquired through the merger with EFBI and to organic growth in the portfolio, partially offset by a transfer of loans to the held for sale category.

•Loans held-for-sale primarily represents a portfolio of loans that are scheduled to be sold with servicing rights to an investor during the remainder of 2024.

•Goodwill increased primarily due to additional goodwill recognized as a result of the EFBI acquisition.

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

•Total deposits increased due to a combination of deposits acquired through the merger with EFBI and through organic deposit growth. There was, however, significant movement from non-interest-bearing deposits to interest-bearing deposits during 2023 and 2024, likely due to the increases in market rates.

•Long-term debt increased due to additional advances from the FHLB of Cincinnati. The new debt was used to pay down short-term borrowings and to support growth in liquidity and the loan portfolio.

•Common shares increased primarily due to stock issued as part of the acquisition price for EFBI.

LCNB's loan portfolio represents its largest asset category and is its most significant source of interest income. Loan classifications have been identified as Commercial & Industrial, Commercial Real Estate, Residential Real Estate, Consumer, Agricultural, and Other. Commercial real estate is the largest classification in LCNB's loan portfolio, comprising about 64% of total loans at June 30, 2024.

Loans secured by commercial real estate consist of owner-occupied, nonowner-occupied, farmland, multi-family, and construction loans. A commercial real estate, owner-occupied loan finances the purchase, construction, or refinance of a building or other property for which the repayment of principal is dependent upon cash flows from ongoing operations conducted by the party, or an affiliate of the party, who owns the property. A commercial real estate, non-owner occupied loan finances the purchase, construction or refinance of a building or other property for which the repayment of principal is dependent upon rental income associated with the property or the subsequent sale of the property. The values of these loans are primarily impacted by the level of interest rates associated with the debt and to local economic conditions, which dictate occupancy rates and the amount of rent charged. The increase in debt service due to higher interest rates may not be able to be passed on to tenants. As part of the origination process, loan interest rates and occupancy rates are stressed to determine the impact on the borrower’s ability to maintain adequate debt service under different economic conditions. Further, LCNB monitors the concentration in any one industry and has established limits relative to the total of the Bank's tier 1 and tier 2 capital for each category of loan. Credit quality trends are monitored by industry to determine if a change in the risk exposure to a certain industry may warrant a change in underwriting standards.

The following table provides a breakdown of amortized cost of commercial real estate loans by property-type classification as of June 30, 2024, excluding loans which are junior in lien or covered by collateral secured with varying classes of assets (dollars in thousands):


	Amount	% of Total
Multi-family	277,037	27	%
Retail	167,171	17	%
Office	124,905	12	%
Mixed use	97,841	10	%
Hotel/Motel	79,787	8	%
Self storage	45,680	5	%
Warehouse (one tenant)	39,270	4	%
Light industrial	29,698	3	%
Healthcare facilities	23,752	2	%
Manufacturing	21,475	2	%
Warehouse (more than one tenant)	15,360	2	%
Dental	10,836	1	%
Other	80,035	7	%
Total	1,012,847	100	%

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

Most of LCNB's commercial real estate loans are made within its general market area of Southwest and South-Central Ohio and Northern Kentucky. The following table provides a breakdown of amortized cost of commercial real estate loans by real estate collateral location as of June 30, 2024, excluding loans which are junior in lien or covered by collateral secured with varying classes of assets (dollars in thousands):


	Amount		% of Total
Ohio	$	810,466	80	%
Kentucky	142,738		14	%
Indiana	46,342		5	%
Other	13,301		1	%
Total	$	1,012,847	100	%

Regulatory Capital

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

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

For various regulatory purposes, financial institutions are classified into categories based upon capital adequacy:


	Minimum Requirement		Minimum Requirement with Capital Conservation Buffer		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.

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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, 2024			December 31, 2023
Regulatory Capital:
Shareholders' equity	$	252,044		242,528
Goodwill and other intangibles	(102,535)			(84,897)
Accumulated other comprehensive loss, net	22,841			22,336
Tier 1 risk-based capital	172,350			179,967
Eligible allowance for credit losses	11,126			10,318
Total risk-based capital	$	183,476		190,285
Capital ratios:
Common Equity Tier 1 Capital to risk-weighted assets	9.45		%	10.17	%
Tier 1 Capital to risk-weighted assets	9.45		%	10.17	%
Total Capital to risk-weighted assets	10.06		%	10.75	%
Leverage	7.45		%	8.05	%

Qualifications for community banking organizations to use a simplified measure of capital adequacy approach include having a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the Community Bank Leverage Ratio framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. LCNB qualifies to use the simplified measure, but did not opt in for the June 30, 2024 regulatory capital calculations.

Liquidity

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

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

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

Total remaining borrowing capacity with the Federal Home Loan Bank at June 30, 2024 was approximately $170.3 million. Additional borrowings of approximately $115.0 million were available through line of credit arrangements with correspondent banks.

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

Management closely monitors the level of liquid assets available to meet ongoing funding needs. It is management's intent to maintain adequate liquidity so that sufficient funds are readily available at a reasonable cost. LCNB experienced no liquidity or operational problems as a result of current liquidity levels. Management believes LCNB has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short and long-term.

Commitments to extend credit at June 30, 2024 totaled $360.2 million and are more fully described in Note 11 - Commitments and Contingent Liabilities to LCNB's condensed consolidated financial statements. Since many commitments to extend credit may expire without being drawn upon, the total commitment amount does not necessarily represent future cash required to satisfy the commitment reported prior to its expiration.

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Item 3.			Quantitative and Qualitative Disclosures about Market Risk

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

The Bank's Asset and Liability Management Committee primarily uses a combination of Interest Rate Sensitivity Analysis ("IRSA") and Economic Value of Equity ("EVE") analysis for measuring and managing interest rate risk. IRSA is used to estimate the effect on net interest income ("NII") during a one-year period of instantaneous and sustained movements in interest rates, also called interest rate shocks, of 100, 200, and 300 basis points. The base projection uses a current interest rate scenario. As shown below, the June 30, 2024 IRSA indicates that an increase in interest rates will have a negative effect on NII and a decrease in interest rates will have a positive effect on NII. The changes in NII for all rate assumptions are within LCNB's acceptable ranges.


Rate Shock Scenario in Basis Points	Amount		$ Change in NII	% Change in NII		Limits
	(Dollars in thousands)
Up 300	$	72,503	(2,453)	(3.27)	%	15	%
Up 200	73,259		(1,697)	(2.26)	%	10	%
Up 100	73,911		(1,045)	(1.39)	%	5	%
Base	74,956		—	—	%	—	%
Down 100	75,047		91	0.12	%	5	%
Down 200	75,616		660	0.88	%	10	%
Down 300	76,190		1,234	1.65	%	15	%

The IRSA shows the effect on NII during a one-year period only. A more long-range model is the EVE analysis, which shows, accounting for the same rate shocks, 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, 2024 EVE analysis indicates that an increase in interest rates of 200 or 300 basis points will have a negative effect on the EVE and an increase in interest rates of 100 basis points or a decrease in interest rates will have a positive effect on the EVE. The changes in the EVE for all upward rate shocks are within LCNB's acceptable ranges. The changes in the EVE for all downward rate shocks are outside LCNB's acceptable ranges as shown below. Management has determined the downward shifts would be acceptable, despite being outside of acceptable ranges, due to the positive nature of the results with respect to cash flows.


Rate Shock Scenario in Basis Points	Amount		$ Change in EVE	% Change in EVE		Limits
	(Dollars in thousands)
Up 300	$	129,686	(29,094)	(18.32)	%	25	%
Up 200	145,357		(13,423)	(8.45)	%	20	%
Up 100	160,024		1,244	0.78	%	15	%
Base	158,780		—	—	%	—	%
Down 100	189,371		30,591	19.27	%	15	%
Down 200	205,773		46,993	29.60	%	20	%
Down 300	226,521		67,741	42.66	%	25	%

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

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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, 2024, LCNB's disclosure controls and procedures were effective.

b) Changes in internal control over financial reporting. During the period covered by this report, there were no changes in LCNB's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, LCNB's internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.			Legal Proceedings

Except for routine litigation incidental to its business, LCNB is not a party to any material pending legal proceedings and none of its property is the subject of any material proceedings.


Item 1A.			Risk Factors

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


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

During the period covered by this report, LCNB did not sell any of its securities that were not registered under the Securities Act.

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

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

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

The following table sets forth information relating to repurchases made under the Plan during the three months ended June 30, 2024:


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 1 - 30, 2024	—	$	—	—	315,047
May 1 - 31, 2024	—	$	—	—	315,047
June 1 - 30, 2024	—	$	—	—	315,047


Item 3.			Defaults Upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

Not applicable.

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Item 5.			Other Information

During the three months ended June 30, 2024, none of our directors or officers informed us of the adoption, modification, or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.

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Item 6.			Exhibits


Exhibit No.			Exhibit Description
2.1			Agreement and Plan of Merger dated as of May 17, 2023 by and between LCNB Corp. and Cincinnati Bancorp, Inc. - incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 18, 2023, Exhibit 2.1.

2.2			Agreement and Plan of Merger dated as of November 28, 2023 by and between LCNB Corp. and Eagle Financial Bancorp, Inc. - incorporated by reference to the Registrant's Current Report on Form 8-K filed on November 29, 2023,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.

10.6			Form of Business Loan Agreement for the revolving line of credit between LCNB Corp. and Bankers' Bank - incorporated by reference to Registrant's Form 8-K filed on June 21, 2022, Exhibit 10.1.

10.7			Form of Business Loan Agreement for the term loan between LCNB Corp. and Bankers' Bank - incorporated by reference to Registrant's Form 8-K filed on June 21, 2022, Exhibit 10.2.

14.1			LCNB Corp. Code of Business Conduct and Ethics - incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 2018, Exhibit 14.1.

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, 2024 is formatted in Extensible Business Reporting Language: (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Income, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Shareholders' Equity, (v) the Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Table of Contents

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, 2024			/s/ Eric J. Meilstrup
			Eric J. Meilstrup
			Chief Executive Officer and President

August 7, 2024			/s/ Robert C. Haines, II
			Robert C. Haines, II
			Executive Vice President and Chief Financial Officer

EX-31.1 2 lcnbform10-q6302024xex311.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATIONS

In connection with the Quarterly Report of LCNB Corp. on Form 10-Q for the period ending June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric J. Meilstrup, Chief Executive Officer of LCNB Corp., certify that:


1)			I have reviewed this quarterly report on Form 10-Q of LCNB Corp.;


2)			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3)			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;


4)			The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			a.			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b.			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			c.			Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d.			Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5)			The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


			a.			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and


			b.			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Eric J. Meilstrup
Eric J. Meilstrup
Chief Executive Officer and President
August 7, 2024

EX-31.2 3 lcnbform10-q6302024xex312.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATIONS

In connection with the Quarterly Report of LCNB Corp. on Form 10-Q for the period ending June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert C. Haines, II, Executive Vice President and Chief Financial Officer of LCNB Corp., certify that:


1)			I have reviewed this quarterly report on Form 10-Q of LCNB Corp.;


2)			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3)			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;


4)			The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			a.			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b.			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			c.			Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d.			Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5)			The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


			a.			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and


			b.			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Robert C. Haines, II
Robert C. Haines, II
Executive Vice President and Chief Financial Officer
August 7, 2024

EX-32 4 lcnbform10-q6302024xex32.htm EX-32 Document

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LCNB Corp. (the "Company") on Form 10-Q for the period ending June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Eric J. Meilstrup, Chief Executive Officer, and Robert C. Haines, II, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


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

Date: August 7, 2024