8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2014

LCNB CORP.

(Exact name of Registrant as specified in its Charter)

Ohio	0-26121	31-1626393
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

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

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

__    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

__    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

__    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

__    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 21, 2014, LCNB Corp. issued an earnings release announcing its financial results for the second quarter ended June 30, 2014. A copy of the earnings release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2) are attached and are furnished under this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On July 21, 2014, LCNB Corp. issued an earnings release announcing its financial results for the second quarter ended June 30, 2014. A copy of the earnings release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2) are attached and are furnished under this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.        Description

99.1 Earnings Press Release Dated July 21, 2014

99.2 Unaudited Financial Highlights

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.
Date: July 21, 2014	By: /s/ Robert C. Haines II
		Robert C. Haines II Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

July 21, 2014

LCNB CORP. REPORTS FINANCIAL RESULTS FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2014

LCNB Corp. (LCNB) today announced net income of $2,611,000 (total basic and diluted earnings per share of $0.28) and $3,934,000 (total basic and diluted earnings per common share of $0.42) for the three and six months ended June 30, 2014, respectively.  This compares to net income of $2,348,000 (total basic and diluted earnings per common share of $0.31 and $0.30, respectively) and $4,076,000 (total basic and diluted earnings per common share of $0.54 and $0.53, respectively) for the same three and six-month periods in 2013.  Results for 2013 and 2014 were significantly affected by the completion of mergers with First Capital Bancshares, Inc. and its subsidiary, Citizens National Bank of Chillicothe, on January 11, 2013 and Eaton National Bank & Trust Co. ("Eaton National") on January 24, 2014. In addition, 1,642,857 shares of new voting common stock were issued during the fourth quarter 2013.

Commenting on the financial results, LCNB CEO Steve Wilson said, "We are pleased to announce solid financial results for the second quarter and first half of 2014. Our financial results were negatively impacted by expenses related to the Eaton National merger, but, with the successful integration of our recent acquisitions, we look forward to the synergies that will benefit all our stakeholders."

Net interest income for the three and six months ended June 30, 2014 increased $1,646,000 and $3,031,000, respectively, from the comparative periods in 2013 due primarily to the increased volume of average interest earning assets provided from the merger with Eaton National and by an increase in the net interest margin.

The provision for loan losses for the three and six months ended June 30, 2014 was $213,000 and $145,000 greater than the comparable periods in 2013.  Net loan charge-offs for the first six months of 2014 and 2013 totaled $531,000 and $202,000, respectively.  Non-accrual loans and loans past due 90 days or more and still accruing interest totaled $6,373,000 or 0.92% of total loans at June 30, 2014, compared to $3,211,000 or 0.56% of total loans at December 31, 2013.  The increase was predominately due to acquired impaired loans that were classified as non-accrual during the second quarter 2014. Other real estate owned (which includes property acquired through foreclosure or deed-in-lieu of foreclosure and also includes property deemed to be in-substance foreclosed) and other repossessed assets increased from $1,463,000 at December 31, 2013 to $1,906,000 at June 30, 2014 primarily due to foreclosures and property obtained through the merger with Eaton National, partially offset by property sales.

Non-interest income for the three-month period in 2014 was $123,000 greater than the comparable period in 2013 and $307,000 less for the six-month period. The three-month period was greater primarily due to increases in trust income and service charges and fees on deposit accounts, partially offset by a decrease in gains from sales of investment securities and mortgage loans. For the six-month period, increases in trust income and service charges and fees on deposit accounts were more than offset by decreased gains from sales of investment securities and mortgage loans. The increases in service charges and fees were primarily due to a greater number of deposit accounts resulting from the merger. The increase in trust income was due to growth in the fair value of trust assets serviced and to fee adjustments. The decreases in gains from sales of investment securities and mortgage loans were due to lower sales volumes during the 2014 period.

Non-interest expense for the three and six months ended June 30, 2014 was $1,276,000 and $2,857,000 greater than the comparable periods in 2013. Salaries and employee benefits, as well as a variety of other expense items, increased significantly due to the increased number of employees and offices resulting from the merger with Eaton National. Also contributing to the increase in non-interest expense was an increase in other real estate owned expenses.

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio.  LCNB Corp.’s only business is ownership of LCNB National Bank, which has 35 offices located in Warren, Butler, Montgomery, Clinton, Clermont, Hamilton, Fayette, Ross, and Preble Counties, Ohio.  Additional information about LCNB Corp. and information about products and services offered by LCNB National Bank can be found on the internet at www.lcnb.com.

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 disclaims any intent or obligation to update such forward-looking statements.   LCNB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

EX-99.2

Exhibit 99.2

LCNB Corp. and Subsidiaries

Financial Highlights

(Dollars in thousands, except per share amounts)

	Three Months Ended											Six Months Ended
	6/30/2014			3/31/2014		12/31/2013		9/30/2013		6/30/2013		6/30/2014		6/30/2013
Condensed Income Statement
Interest income	$	9,926		9,278		8,566		8,450		8,405		19,204		16,481
Interest expense	920			915		927		995		1,045		1,835		2,143
Net interest income	9,006			8,363		7,639		7,455		7,360		17,369		14,338
Provision for loan losses	255			81		219		178		42		336		191
Net interest income after provision	8,751			8,282		7,420		7,277		7,318		17,033		14,147
Non-interest income	2,301			2,077		2,358		2,047		2,178		4,378		4,685
Non-interest expense	7,600			8,672		6,634		6,163		6,324		16,272		13,415
Income before income taxes	3,452			1,687		3,144		3,161		3,172		5,139		5,417
Provision for income taxes	841			364		797		804		824		1,205		1,341
Net income	$	2,611		1,323		2,347		2,357		2,348		3,934		4,076
Per Share Data
Dividends per share	$	0.16		0.16		0.16		0.16		0.16		0.32		0.32
Basic earnings per share	$	0.28		0.14		0.27		0.31		0.31		0.42		0.54
Diluted earnings per share	$	0.28		0.14		0.27		0.30		0.30		0.42		0.53
Book value per share	$	13.18		12.89		12.80		12.07		11.82		13.18		11.82
Tangible book value per share	$	9.71		9.44		11.02		9.93		9.64		9.71		9.64
Average basic shares outstanding	9,293,382			9,288,400		8,623,134		7,636,098		7,627,900		9,290,905		7,570,817
Average diluted shares outstanding	9,402,343			9,413,049		8,755,416		7,787,098		7,759,438		9,407,964		7,686,890
Shares outstanding at period end	9,298,270			9,292,226		9,287,536		7,640,163		7,633,679		9,298,270		7,633,679
Selected Financial Ratios
Return on average assets	0.91		%	0.50	%	0.98	%	0.99	%	0.99	%	0.72	%	0.88	%
Return on average equity	8.60		%	4.47	%	8.48	%	10.27	%	9.91	%	6.57	%	8.75	%
Dividend payout ratio	57.14		%	114.29	%	59.26	%	51.61	%	51.61	%	76.19	%	59.26	%
Net interest margin (tax equivalent)	3.59		%	3.66	%	3.63	%	3.57	%	3.54	%	3.62	%	3.54	%
Efficiency ratio	67.21		%	83.07	%	66.36	%	64.86	%	66.30	%	74.82	%	70.52	%
Selected Balance Sheet Items
Investment securities and stock	$	357,567		331,771		279,021		296,819		304,934
Loans	691,719			685,196		574,354		566,109		556,314
Less allowance for loan losses	3,394			3,370		3,588		3,423		3,426
Net loans	688,325			681,826		570,766		562,686		552,888
Total assets	1,151,109			1,133,508		932,338		942,349		945,510
Total deposits	986,824			984,514		785,761		808,335		800,813
Short-term borrowings	23,523			11,215		8,655		22,811		36,272
Long-term debt	11,506			11,580		12,102		12,446		12,788
Total shareholders’ equity	122,584			119,761		118,873		92,215		90,229
Tangible common equity (TCE)	89,800			87,017		101,893		75,353		73,065
Tangible common assets (TCA)	1,118,325			1,100,764		915,358		925,487		928,346
TCE/TA	8.03		%	7.91	%	11.13	%	8.14	%	7.87	%
Loans to deposit ratio	70.10		%	69.60	%	73.10	%	70.03	%	69.47	%
Equity to assets ratio	10.65		%	10.57	%	12.75	%	9.79	%	9.54	%

	Three Months Ended											Six Months Ended
	6/30/2014			3/31/2014		12/31/2013		9/30/2013		6/30/2013		6/30/2014		6/30/2013
Asset Quality
Net charge-offs	232			299		54		181		20
Other real estate owned	1,906			1,799		1,463		1,561		1,530
Non-accrual loans	6,243			5,374		2,961		2,828		3,026
Loans past due 90 days or more and still accruing	130			825		250		29		113
Total nonperforming loans	6,373			6,199		3,211		2,857		3,139
Net charge-offs to average loans	0.14		%	0.19	%	0.04	%	0.13	%	0.01	%
Allowance for loan losses to total loans	0.49		%	0.49	%	0.62	%	0.60	%	0.62	%
Nonperforming loans to total loans	0.92		%	0.90	%	0.56	%	0.50	%	0.56	%
Nonperforming assets to total assets	0.72		%	0.71	%	0.50	%	0.47	%	0.49	%
Non-GAAP Financial Measures
Net income	$	2,611		1,323		2,347		2,357		2,348		3,934		4,076
Less (add) net gain (loss) on sales of securities, net of tax	0			(3	)	203		38		71		(3	)	459
Add merger-related expenses, net of tax	46			853		71		0		180		899		909
Core net income	$	2,657		2,179		2,215		2,319		2,457		4,836		4,526
Basic core earnings per share	$	0.29		0.23		0.26		0.30		0.32		0.52		0.60
Diluted core earnings per share	$	0.28		0.23		0.25		0.30		0.32		0.51		0.59
Adjusted return on average assets	0.93		%	0.82	%	0.92	%	0.97	%	1.03	%	0.88	%	0.97	%
Adjusted return on average equity	8.67		%	7.32	%	7.97	%	10.06	%	10.33	%	8.02	%	9.67	%
Core efficiency ratio	66.60		%	70.66	%	67.36	%	65.26	%	64.18	%	68.55	%	65.96	%

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30, 2014			December 31, 2013
	(Unaudited)
ASSETS:
Cash and due from banks	$	18,771		10,410
Interest-bearing demand deposits	110			4,278
Total cash and cash equivalents	18,881			14,688
Investment securities:
Available-for-sale, at fair value	327,740			258,241
Held-to-maturity, at cost	23,843			16,323
Federal Reserve Bank stock, at cost	2,346			1,603
Federal Home Loan Bank stock, at cost	3,638			2,854
Loans, net	688,325			570,766
Premises and equipment, net	21,230			19,897
Goodwill	27,638			14,186
Bank owned life insurance	21,607			21,280
Other assets	15,861			12,500
TOTAL ASSETS	$	1,151,109		932,338
LIABILITIES:
Deposits:
Noninterest-bearing	$	201,928		164,912
Interest-bearing	784,896			620,849
Total deposits	986,824			785,761
Short-term borrowings	23,523			8,655
Long-term debt	11,506			12,102
Accrued interest and other liabilities	6,672			6,947
TOTAL LIABILITIES	1,028,525			813,465
SHAREHOLDERS' EQUITY:
Preferred shares – no par value, authorized 1,000,000 shares, none outstanding	—			—
Common shares – no par value, authorized 12,000,000 shares, issued 10,051,897 and 10,041,163 shares at June 30, 2014 and December 31, 2013, respectively	66,974			66,785
Retained earnings	66,437			65,475
Treasury shares at cost, 753,627 shares at June 30, 2014 and December 31, 2013	(11,665		)	(11,665	)
Accumulated other comprehensive loss, net of taxes	838			(1,722	)
TOTAL SHAREHOLDERS' EQUITY	122,584			118,873
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,151,109		932,338

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended   June 30,			Six Months Ended   June 30,
	2014		2013	2014		2013
INTEREST INCOME:
Interest and fees on loans	$	8,144	6,816	15,840		13,396
Interest on investment securities –
Taxable	1,026		860	1,917		1,694
Non-taxable	657		655	1,303		1,278
Other short-term investments	99		74	144		113
TOTAL INTEREST INCOME	9,926		8,405	19,204		16,481
INTEREST EXPENSE:
Interest on deposits	814		931	1,623		1,914
Interest on short-term borrowings	5		4	8		7
Interest on long-term debt	101		110	204		222
TOTAL INTEREST EXPENSE	920		1,045	1,835		2,143
NET INTEREST INCOME	9,006		7,360	17,369		14,338
PROVISION FOR LOAN LOSSES	255		42	336		191
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	8,751		7,318	17,033		14,147
NON-INTEREST INCOME:
Trust income	728		609	1,383		1,184
Service charges and fees on deposit accounts	1,252		1,073	2,374		2,052
Net gain (loss) on sales of securities	—		108	(4	)	695
Bank owned life insurance income	170		172	342		344
Gains from sales of mortgage loans	53		119	68		248
Other operating income	98		97	215		162
TOTAL NON-INTEREST INCOME	2,301		2,178	4,378		4,685
NON-INTEREST EXPENSE:
Salaries and employee benefits	3,956		3,242	7,874		6,536
Equipment expenses	345		298	639		590
Occupancy expense, net	514		518	1,165		1,024
State franchise tax	239		211	483		427
Marketing	197		157	329		301
FDIC insurance premiums	160		119	309		247
Merger-related expenses	70		271	1,362		1,326
Other non-interest expense	2,119		1,508	4,111		2,964
TOTAL NON-INTEREST EXPENSE	7,600		6,324	16,272		13,415
INCOME BEFORE INCOME TAXES	3,452		3,172	5,139		5,417
PROVISION FOR INCOME TAXES	841		824	1,205		1,341
NET INCOME	$	2,611	2,348	3,934		4,076
Dividends declared per common share	$	0.16	0.16	0.32		0.32
Earnings per common share:
Basic	$	0.28	0.31	0.42		0.54
Diluted	0.28		0.30	0.42		0.53
Weighted average common shares outstanding:
Basic	9,293,382		7,627,900	9,290,905		7,570,817
Diluted	9,402,343		7,759,438	9,407,964		7,686,890