-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8u2gKv0tJDl53kejmL/BMBBDwjQE4VsfpKJqRgNNLGHU2lNBsNguwppP7fpmoVQ FABO8rxesOJcDcb4l4mFCQ== 0001012364-00-000030.txt : 20000501 0001012364-00-000030.hdr.sgml : 20000501 ACCESSION NUMBER: 0001012364-00-000030 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCNB CORP CENTRAL INDEX KEY: 0001074902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311626393 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26121 FILM NUMBER: 612052 BUSINESS ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 BUSINESS PHONE: 5139321414 MAIL ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended March 31, 2000 Commission file number 000-26121 LCNB Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 31-1626393 - -------------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 2 North Broadway, Lebanon, Ohio 45036 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (513) 932-1414 --------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of the issuer's common stock, without par value, as of April 28, 2000, was 1,775,942 shares. LCNB Corp. INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - March 31, 2000, and December 31, 1999 . . . . . . . . . 1 Consolidated Statements of Income - Three Months Ended March 31, 2000 and 1999. . . . . . . . . . . . . . . . . . . . . . . . 2 Consolidated Statements of Comprehensive Income and Changes in Shareholders' Equity - Three Months Ended March 31, 2000 and the Year Ended December 31, 1999. . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999. . . . . . . 4 Notes to Consolidated Financial Statements . . . . . . . 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . 7-12 Item 3. Quantitative and Qualitative Disclosures about Market Risks. . . . . . . . . . . . . . . . . . . 12 Part II. Other Information Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 13 Item 2. Changes in Securities and Use of Proceeds . . . . . . . . 13 Item 3. Defaults by the Company on its Senior Securities. . . . . 13 Item 4. Submission of Matters to a Vote of Security Holders . . . 13 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 13 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 13 Part I - Financial Information Item 1. Financial Statements LCNB Corp. and Subsidiary Consolidated Balance Sheets (thousands)
March 31, December 31, 2000 1999 (unaudited) (a) ASSETS: Cash and due from banks $ 14,807 18,694 Federal funds sold 2,700 5,300 ------- ------- Total cash and cash equivalents 17,507 23,994 Interest-bearing deposits in banks 5,492 5,492 Federal Reserve Bank stock 647 647 Securities available for sale, at market value 100,621 104,911 Loans 295,966 287,608 Less-allowance for loan losses 2,000 2,000 ------- ------- Net loans 293,966 285,608 Premises and equipment, net 8,668 8,228 Accrued income receivable 3,102 3,363 Intangible assets 4,555 4,710 Other assets 2,383 2,026 ------ ------- TOTAL ASSETS $436,941 438,979 ======= ======= LIABILITIES: Deposits- Noninterest-bearing $ 54,413 49,552 Interest-bearing 336,107 342,092 ------- ------- Total deposits 390,520 391,644 Accrued interest and other liabilities 2,916 4,348 ------- ------- TOTAL LIABILITIES 393,436 395,992 ------- ------- SHAREHOLDERS' EQUITY: Common stock-no par value, authorized 4,000,000 shares; issued and outstanding 1,760,000 shares 10,560 10,560 Surplus 11,000 11,000 Retained earnings 23,391 22,725 Accumulated other comprehensive (loss) income, net of taxes (1,446) (1,298) ------- ------- TOTAL SHAREHOLDERS' EQUITY 43,505 42,987 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $436,941 438,979 ======= ======= (a) Financial information as of December 31, 1999 has been derived from the audited, consolidated financial statements of the Registrant. The accompanying notes to financial statements are an integral part of these statements.
-1- LCNB Corp. and Subsidiary Consolidated Statements of Income (In thousands except per share data) (unaudited)
Three Months Ended March 31, ----------------------- 2000 1999 INTEREST INCOME: Interest and fees on loans $ 6,179 5,487 Interest on federal funds sold 70 108 Interest on deposits in banks 70 69 Interest on investment securities- Taxable 1,020 1,251 Non-taxable 395 339 ----- ----- TOTAL INTEREST INCOME 7,734 7,254 ----- ----- INTEREST EXPENSE: Interest on deposits 3,635 3,234 Interest on short-term borrowings 18 8 ----- ----- TOTAL INTEREST EXPENSE 3,653 3,242 ----- ----- NET INTEREST INCOME 4,081 4,012 PROVISION FOR LOAN LOSSES 34 46 ----- ----- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,047 3,966 ----- ----- NON-INTEREST INCOME: Trust income 275 215 Service charges and fees 497 502 Net loss on sale of securities (14) - Other operating income 28 28 ----- ----- TOTAL NON-INTEREST INCOME 786 745 ----- ----- NON-INTEREST EXPENSE: Salaries and wages 1,301 1,200 Pension and other employee benefits 373 356 Equipment 125 120 Occupancy, net 248 254 State franchise tax 125 153 Marketing 105 104 Intangible amortization 161 151 Other 760 695 ----- ----- TOTAL NON-INTEREST EXPENSE 3,198 3,033 ----- ----- INCOME BEFORE INCOME TAXES 1,635 1,678 PROVISION FOR INCOME TAXES 441 505 ----- ----- NET INCOME $ 1,194 1,173 ===== ===== Basic earnings per common share $ .68 .67 Average shares outstanding (000's) 1,760 1,760 The accompanying notes to financial statements are an integral part of these statements.
-2- LCNB Corp. and Subsidiary Consolidated Statements of Comprehensive Income and Changes in Shareholders' Equity (thousands) (unaudited)
Accumulated Other Total Common Retained Comprehensive Shareholders' Comprehensive Shares Surplus Earnings Income Equity Income Balance January 1, 1999 $10,560 11,000 19,993 646 42,199 Comprehensive Income: Net income 5,548 5,548 $5,548 Net unrealized loss on available-for-sale securities (net of taxes of $995) (1,931) (1,931) (1,931) Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income (net of taxes of $7) (13) (13) (13) ----- Total comprehensive income $3,604 ===== Cash dividends declared ($1.40 per share) (2,816) (2,816) ------ ------ ------ ----- ------ Balance December 31, 1999 $10,560 11,000 22,725 (1,298) 42,987 Comprehensive Income: Net income 1,194 1,194 $1,194 Net unrealized loss on available-for-sale securities (net of tax benefit of $81) (157) (157) (157) Reclassification adjustment for net realized loss on sale of available-for-sale securities included in net income (net of tax benefit of $5) 9 9 9 ----- Total comprehensive income $1,046 ===== Cash dividends declared ($.30 per share) (528) (528) ------ ------ ------ ------ ------ Balance March 31, 2000 $10,560 11,000 23,391 (1,446) 43,505 ====== ====== ====== ====== ====== The accompanying notes to financial statements are an integral part of these statements.
-3- LCNB Corp. and Subsidiary Consolidated Statements of Cash Flows (thousands) (unaudited)
Three Months Ended March 31, ---------------------- 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,194 1,173 Adjustments for non-cash items - Depreciation and amortization 481 441 Provision for loan losses 34 46 Deferred taxes provision (benefit) (48) 115 Realized loss on sales of securities 14 - Origination of mortgage loans for sale - (1,194) Proceeds from sales of mortgage loans - 1,194 (Increase) decrease in income receivable 261 (79) (Decrease) in interest payable and other accrued expenses, net (136) (592) ------ ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 1,800 1,104 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of securities available for sale 7,181 19,160 Proceeds from sales of securities available for sale 1,987 112 Purchases of securities available for sale (5,209) (14,440) Net (increase) decrease in loans (8,521) 3,289 Purchases of premises and equipment (614) (149) ------ ------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (5,176) 7,972 ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net (decrease) in deposits (1,124) (4,642) Net (decrease) in short-term borrowings (1,459) (233) Cash dividends paid (528) (440) ------ ------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (3,111) (5,315) ------ ------ NET CHANGE IN CASH AND CASH EQUIVALENTS (6,487) 3,761 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,994 20,707 ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $17,507 24,468 ====== ====== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 3,610 3,335 Income taxes paid - 169 The accompanying notes to financial statements are an integral part of these statements.
-4- LCNB Corp. and Subsidiary Notes to Consolidated Financial Statements (Unaudited) NOTE 1 - BASIS OF PRESENTATION Effective May 18, 1999, Lebanon Citizens National Bank ("Lebanon Citizens"), was reorganized into a one-bank holding company structure. Substantially all of the assets, liabilities and operations of LCNB Corp., the new consolidated holding company, are attributable to its wholly-owned subsidiary, Lebanon Citizens. The accompanying unaudited consolidated financial statements include the accounts of LCNB Corp. and Lebanon Citizens. The financial information prior to the reorganization consists of Lebanon Citizens. The statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements include all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results to be expected for the full year ending December 31, 2000. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies and financial notes thereto included in LCNB Corp.'s 1999 Form 10-K filed with the Commission. NOTE 2 - EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. LCNB Corp.'s capital structure includes no potential for dilution. There are no warrants, options or other arrangements that would increase the number of shares outstanding. NOTE 3 - OTHER DEVELOPMENTS On April 11, 2000 Dakin Insurance Agency, Inc. was acquired and became a wholly-owned subsidiary of LCNB Corp. Under the terms of the agreement, Dakin shareholders received 15,942 shares of LCNB Corp. common stock in a Private offering The transaction qualifies as a tax-free reorganization and will be accounted for using the pooling method of accounting. -5- NOTE 3 - OTHER DEVELOPMENTS (continued) The ability to complete this transaction is a result of the passage by Congress of the Graham, Leach, Bliley (GLB) Act, which became effective March 12, 2000. The GLB Act permits bank holding companies and national banks to own many types of non-banking subsidiaries such as insurance agencies and securities brokerage firms. The GLB Act allows a bank holding company to become a financial holding company and to make non-bank acquisitions. On February 4, 2000, LCNB filed a notice of election to become a financial holding company pursuant to the GLB Act, which election was approved by the Board of Governors of the Federal Reserve System on March 13, 2000 and effective April 11, 2000. -6- LCNB Corp. and Subsidiary Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations COMPARATIVE FINANCIAL INFORMATION Effective May 18, 1999, Lebanon Citizens was reorganized into a one-bank holding company structure. Prior to that date, the financial information presented represents the assets, liabilities and operations of Lebanon Citizens. Comparative earnings per share information is presented on a pro forma basis. FORWARD-LOOKING STATEMENTS Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties, including regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, and other risks. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent management's judgment as of the current date. LCNB Corp. disclaims, however, any intent or obligation to update such forward-looking statements. RESULTS OF OPERATIONS LCNB Corp. earned $1.194 million for the three months ended March 31, 2000 compared to $1.173 million for the three months ended March 31, 1999. Earnings per share were $.68 for the first quarter of 2000, up 1% from the $.67 per share earned in the first quarter of 2000. Annualized performance ratios included a return on average assets of 1.10% and a return on average equity of 11.02%, compared with the same ratios for the first quarter of 1999 of 1.12% and 11.09%, respectively. NET INTEREST INCOME The table below presents net interest income, average balances and average rates.
Three Months Ended March 31, 2000 1999 NET INTEREST INCOME (in thousands) Book basis $ 4,081 4,012 Tax equivalent adjustment 134 130 ----- ----- Fully taxable basis $ 4,215 4,142 ===== =====
-7-
Three Months Ended March 31, 2000 1999 AVERAGE BALANCES (in thousands) Interest-earning assets $404,198 396,409 Interest-bearing liabilities 339,391 333,909 ------- ------- Earning assets financed by noninterest-bearing funds $ 64,807 62,500 ======= ======= AVERAGE RATES (fully taxable basis) Yield on interest-earning assets 7.83% 7.47% Cost of interest-bearing liabilities 4.33 3.89 ---- ---- Interest rate spread 3.50 3.58 Contribution of noninterest-bearing funds .69 .61 ---- ---- Net interest margin 4.19% 4.19% ==== ====
Net interest income on a fully taxable basis for the first quarter of 2000 totaled $4.215 million, up $73 thousand, or 2%, from the first quarter of 1999. The $73 thousand increase in net interest income was primarily due to a $7.8 million increase in average earning assets partially offset by a $6.0 million increase in average interest bearing liabilities. The net interest margin of 4.19% in the first quarter of 2000 equaled the net interest margin for the first quarter of 1999. The yield on interest earning assets increased 36 basis points as a result of the increase in higher yielding assets, primarily commercial and real estate loans, as well as the general increase in market interest rates. The cost of average interest-bearing liabilities increased 44 basis points due to the general increase in market interest rates. Average interest-earning assets totaled $404.2 million for the first quarter of 2000, up $7.8 million from the same period in 1999. The increase was primarily attributable to increases in the commercial, real estate and installment loan portfolios. Average interest-bearing liabilities totaled $339.3 million for the first quarter of 2000, up $5.5 million from the same period in 1999. PROVISION AND ALLOWANCE FOR LOAN LOSSES The total provision for loan losses is determined based upon management's evaluation as to the amount needed to maintain the allowance for credit losses at a level considered appropriate in relation to the risk of losses inherent in the portfolio. The total loan loss provision and the other changes in the allowance for loan losses are shown below. -8-
Quarter Ended March 31, 2000 1999 (thousands) Balance, beginning of period $ 2,000 2,000 Charge-offs 48 52 Recoveries 14 6 ----- ----- Net charge-offs 34 46 ----- ----- Provision for loan losses 34 46 ----- ----- Balance, end of period $ 2,000 2,000 ===== =====
The following table sets forth information regarding the past-due, non-accrual and renegotiated loans of Lebanon Citizens at the dates indicated:
March 31, December 31, 2000 1999 ------------- ---------- (thousands) Loans accounted for on non-accrual basis $ - - Accruing loans which are past due 90 days or more 341 68 Renegotiated loans 0 - --- -- Total $ 341 68 === ==
The increase in accruing loans which are past due 90 days or more is due to a $272 thousand commercial loan which has financially strong guarantors supporting the credit. It is anticipated the borrowers will pay the loan off in the second quarter of 2000. NON-INTEREST INCOME Non-interest income of $786 thousand increased $41 thousand, or 5.5% in the first quarter of 2000 compared to the first quarter of 1999. Trust income of $275 thousand increased $60 thousand, or 27.9%, from the first quarter of 1999 due to an increase in the market value of assets under management on which fees are based. Service charges and fees decreased $5 thousand due to a $69 thousand reduction in merchant credit card processing fees resulting from the exiting of the business in the fourth quarter of 1999. This decline was substantially offset by increases in bank card-related fee income and deposit account-related fees. -9- NON-INTEREST EXPENSE Total non-interest expense increased $165 thousand, or 5.4%, in the first quarter 2000 compared with the first quarter 1999. The increase was due primarily to labor costs, including pension and other benefits, relating to salary increases. Other expenses increased as a result of the public filings required by the newly formed LCNB Corp. as well as acquisition efforts in the Dakin Insurance Company transaction. Additionally, other expenses increased as a result of incremental telecommunication charges related to upgrading of the branch communication system. FINANCIAL CONDITION The following table highlights the changes in the balance sheet. The analysis uses quarterly averages to give a better indication of balance sheet trends.
CONDENSED AVERAGE BALANCE SHEETS (thousands) For the quarter ended: March 31, December 31, September 30, 2000 1999 1999 ASSETS Interest-earning: Interest-bearing deposits with banks $ 5,492 5,492 5,492 Federal funds sold 5,023 12,647 6,550 Securities available for sale 103,515 106,406 113,475 Loans 290,168 283,647 277,658 ------- ------- ------- Total interest-earning assets 404,198 408,192 403,175 ------- ------- ------- Noninterest-earning: Cash and due from banks 15,217 15,655 15,154 All other assets 18,467 17,419 17,448 Allowance for credit losses (2,002) (2,006) (2,003) ------- ------- ------- Total assets $435,880 439,260 433,774 ======= ======= ======= LIABILITIES Interest bearing: Interest-bearing deposits $338,341 341,935 339,048 Short-term borrowings 1,050 1,078 1,072 ------- ------- ------- Total interest-bearing liabilities 339,391 343,013 340,120 Noninterest-bearing: Noninterest-bearing deposits 51,472 50,529 49,261 All other liabilities 1,789 1,558 1,274 ------- ------- ------- Total liabilities 392,652 395,100 390,655 SHAREHOLDERS' EQUITY 43,228 44,160 43,119 ------- ------- ------- Total liabilities and shareholders' equity $435,880 439,260 433,774 ======= ======= =======
-10- Total average assets decreased $3.4 million in the first quarter of 2000 from the fourth quarter 1999. Although total average assets declined, average loans increased $6.5 million primarily due to continued growth in the real estate and indirect installment loan portfolios, as well as the commercial loan portfolio. Total average assets increased $1.3 million in the first quarter 2000 as compared to the third quarter 1999. Average loans outstanding, primarily real estate, commercial and indirect installment, grew by $15.5 million and investments declined by $10.0 million as LCNB Corp. continued to shift assets into the higher yielding loan portfolio. Average interest-bearing liabilities decreased $3.6 million from the fourth quarter of 1999. Average noninterest-bearing deposits remained relatively stable in the first quarter of 2000 when compared to the fourth quarter of 1999 but increased $2.2 million from the third quarter of 1999. REGULATORY CAPITAL Lebanon Citizens and LCNB Corp. are required by regulators to meet certain minimum levels of capital adequacy. These are expressed in the form of certain ratios. Capital is separated into Tier I capital (essentially shareholders'equity less goodwill and other intangibles) and Tier II capital (essentially the allowance for loan losses limited to 1.25% of risk-weighted assets). The first two ratios, which are based on the degree of credit risk in Lebanon Citizens' assets, provide for weighting assets based on assigned risk factors and include off-balance sheet items such as loan commitments and stand-by letters of credit. The ratio of Tier I capital to risk-weighted assets must be at least 4.0% and the ratio of Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets must be at least 8.0%. The capital leverage ratio supplements the risk-based capital guidelines. Banks and holding companies are required to maintain a minimum ratio of Tier 1 capital to adjusted quarterly average total assets of 3.0%. A summary of the regulatory capital and capital ratios of LCNB Corp. follows:
At At March 31, December 31, 2000 1999 Regulatory Capital: Shareholders' equity $ 43,505 42,987 Goodwill and other intangibles (4,555) (4,710) Net unrealized securities losses 1,446 1,298 ------ ------ Tier 1 risk-based capital 40,396 39,575 Eligible allowance for loan losses 2,000 2,000 ------ ------ Total risk-based capital $ 42,396 41,575 ====== ====== Capital Ratios: Total risk-based 15.8% 15.3% Tier 1 risk-based 15.1% 14.6% Leverage 9.4% 9.1%
-11- LIQUIDITY Liquidity is the ability to have funds available at all times to meet the commitments of Lebanon Citizens. Asset liquidity is provided by cash and assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets included cash and deposits in banks, federal funds sold and securities available for sale. Liquidity is also provided by access to core funding sources, primarily core depositors in the bank's trade area. Lebanon Citizens does not solicit brokered deposits as a funding source. The liquidity of Lebanon Citizens is enhanced by the fact that 87% of total deposits at March 31, 2000 were core deposits. Core deposits, for this purpose, are defined as total deposits less public funds and certificates of deposit greater than $100,000. At March 31, 2000, Lebanon Citizens liquid assets amounted to $124 million or 28% of total gross assets, down from $134 million or 31% at December 31, 1999. Secondary sources of liquidity include Lebanon Citizens' ability to sell loan participations and purchase federal funds. 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. Loans to deposits were 76% and 73%, at March 31, 2000 and December 31, 1999, respectively. Lebanon Citizens experienced no liquidity or operational problems as a result of the current liquidity levels. YEAR 2000 COMPLIANCE LCNB Corp. experienced no difficulties resulting from Y2K in the date transition at year-end 1999 nor were any difficulties encountered within the first quarter of 2000. Lebanon Citizens' testing and preparation for Y2K included future dates beyond December 31, 1999. Management anticipates no difficulties from future date changes. Item 3. Quantitative and Qualitative Disclosures about Market Risks QUANTITATIVE AND QUALITATIVE DISLCOSURES ABOUT MARKET RISKS For a discussion of Lebanon Citizens' asset and liability management policies and gap analysis for the year ended December 31, 1999 see Item 7A, Quantitative and Qualitative Disclosures about Market Risks in the LCNB Corp. 1999 Form 10-K. There have been no material changes in Lebanon Citizens' market risks, which for Lebanon Citizens is primarily interest rate risk. -12- PART II. OTHER INFORMATION LCNB Corp. and Subsidiary Item 1. Legal Proceedings - Not Applicable Item 2. Changes in Securities and Use of Proceeds - Not Applicable Item 3. Defaults by the Company on its Senior Securities - Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable Item 5. Other Information - Not Applicable Item 6. Exhibits and Reports on Form 8-K (a.) Exhibits
Exhibit No. Description 2 Agreement and Plan of Merger by and among Dakin Insurance Agency, Inc. shareholders of Dakin Insurance Agency, Inc., LCNB Corp. and Dakin Acquisition Corporation dated December 30, 1999. Incorporated herein by reference to the LCNB Corp. 1999 Form 10-K filed February 23, 2000. 27 Financial Data Schedule for the Three Months Ended March 31, 2000.
(b.) There were two reports on Form 8-K filed with the SEC in 2000. A Form 8-K was filed on January 6, 2000 regarding the press release reporting the Company's earnings for the year 1999. Another Form 8-K was filed on April 14, 2000 regarding the consummation of the merger with Dakin Insurance Agency, Inc. The press release announced the acquisition and the approval by the Board of Governors of the Federal Reserve System of LCNB Corp.'s filing to become a financial holding company pursuant to the Gramm-Leach-Bliley Act. -13- 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. Registrant Date: April 28, 2000 /s/Steve P. Foster -------------------- Steve P. Foster Executive Vice President and Chief Financial Officer -14- EX-27 2
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY REPORT FOR LCNB CORP. ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 14,807 5,492 2,700 0 100,621 0 0 295,966 2,000 436,941 390,520 815 2,101 0 0 0 10,560 32,945 436,941 6,179 1,415 140 7,734 3,635 3,653 4,081 34 14 3,198 1,635 1,635 0 0 1,194 .68 .68 7.83 0 341 0 0 2,000 48 14 2,000 0 0 2,000
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