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 23, 2015

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 23, 2015, LCNB Corp. issued an earnings release announcing its financial results for the second quarter ended June 30, 2015. 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 23, 2015, LCNB Corp. issued an earnings release announcing its financial results for the second quarter ended June 30, 2015. 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 23, 2015

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 23, 2015	By: /s/ Robert C. Haines II
		Robert C. Haines II Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

July 23, 2015

LCNB CORP. REPORTS FINANCIAL RESULTS FOR

THE SIX MONTHS ENDED JUNE 30, 2015

LCNB Corp. (LCNB) today announced net income of $3,123,000 (total basic and diluted earnings per share of $0.33 and $0.32, respectively) and $5,957,000 (total basic and diluted earnings per share of $0.63 and $0.62) for the three and six months ended June 30, 2015, respectively.  This compares to 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 share of $0.42) for the same three and six-month periods in 2014.  Results for 2015 and 2014 were significantly affected by the acquisitions of BNB Bancorp, Inc. ("BNB") on April 30, 2015 and Eaton National Bank & Trust Co. ("Eaton National") on January 24, 2014. In addition, LCNB sold impaired loans with a carrying value of approximately $4.5 million during the second quarter 2015.

Commenting on the financial results, LCNB CEO Steve Wilson said, "We are pleased to report our financial results for the three and six months ended June 30, 2015. Financial results were solid and actions taken during the second quarter, including the acquisition of BNB and the sale of impaired loans, favorably position LCNB for increased future profitability. The acquisition of BNB strengthens our presence in the desirable Montgomery County market and opens up new markets as we provide Brookville's customers with a broader array of banking services. The loan sale reduces LCNB's level of watched credits and improves credit quality metrics. Growth in the loan portfolio has contributed to increased net interest income and a higher net interest margin. The acquisition of BNB added $34.7 million to our loan portfolio and organic loan growth during the first half of 2015 added another $25.6 million."

Net interest income for the three and six months ended June 30, 2015 increased $1,594,000 and $2,559,000, respectively, from the comparative periods in 2014 due primarily to non-accrual interest recognized on the loan sale mentioned above, an increase in the volume of average interest earning assets, primarily loans, and an increase in the net interest margin.

The provision for loan losses for the three and six months ended June 30, 2015 was $422,000 and $410,000, respectively, greater than the comparable periods in 2014, primarily due to replenishment of the allowance for loan losses after the loan sale . Net loan charge-offs for for the first half of 2015 and 2014 totaled $988,000 and $531,000, respectively.  Non-accrual loans and loans past due 90 days or more and still accruing interest decreased $3,713,000, from $5,802,000 or 0.83% of total loans at December 31, 2014 to $2,089,000 or 0.28% of total loans at June 30, 2015.  Other real estate owned (which includes property acquired through foreclosure or deed-in-lieu of foreclosure) remained relatively unchanged, totaling $1,364,000 and $1,370,000 at June 30, 2015 and December 31, 2014, respectively.

Non-interest income for the three and six months ended June 30, 2015 was $530,000 and $759,000, respectively, greater than the comparable period in 2014 primarily due to increases in trust income, gains from sales of investment securities, and gains from sale of loans. The increase in trust income was due to growth in the fair value of assets serviced. The increase in gains from sales of investment securities was due to a higher volume of sales during the 2015 period and the increase in gains from sales of loans was primarily due to a gain recognized on the loan sale.

Non-interest expense for the three months ended June 30, 2015 was $826,000 greater than the comparable period in 2014 primarily due to merger-related expenses from the acquisition of BNB and to increases in salaries and employee benefits. Non-interest expense for the six months ended June 30, 2015 was $197,000 less than the comparable period in 2014 primarily due to merger-related expenses for the six month period in 2015 being $770,000 less than merger-related expenses for the comparable 2014 period and secondarily due to smaller decreases in other accounts. These decreases were largely offset by increased salaries and employee benefits primarily due to salary and wage increases, employees retained from the BNB and Eaton National acquisitions, an increase in the number of employees outside of the acquisitions, and an increase in retirement plan 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 37 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 statements made in this news release 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.

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, including the successful integration of recently completed and pending acquisitions;

2. LCNB may incur increased charge-offs in the future;

3. LCNB may face competitive loss of customers;

4. changes in the interest rate environment may have results on LCNB’s operations materially different from those anticipated by LCNB’s market risk management functions;

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

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

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

8. the current economic environment poses significant challenges for us and could adversely affect our  financial condition and results of operations;

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

10. the effects of the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the regulations promulgated and to be promulgated thereunder, which may subject LCNB and its subsidiaries to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses. 

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. 

EX-99.2

Exhibit 99.2

LCNB Corp. and Subsidiaries

Financial Highlights

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended												Six Months Ended
	6/30/2015			3/31/2015			12/31/2014		9/30/2014		6/30/2014		6/30/2015		6/30/2014
Condensed Income Statement
Interest income	$	11,348		$	10,090		10,367		9,906		9,926		21,438		19,204
Interest expense	748			762			844		911		920		1,510		1,835
Net interest income	10,600			9,328			9,523		8,995		9,006		19,928		17,369
Provision for loan losses	677			69			193		401		255		746		336
Net interest income after provision	9,923			9,259			9,330		8,594		8,751		19,182		17,033
Non-interest income	2,831			2,306			2,449		2,315		2,301		5,137		4,378
Non-interest expense	8,426			7,649			7,334		7,238		7,600		16,075		16,272
Income before income taxes	4,328			3,916			4,445		3,671		3,452		8,244		5,139
Provision for income taxes	1,205			1,082			1,228		953		841		2,287		1,205
Net income	$	3,123		2,834			3,217		2,718		2,611		5,957		3,934
Per Share Data
Dividends per share	$	0.16		0.16			0.16		0.16		0.16		0.32		0.32
Basic earnings per share	$	0.33		0.30			0.34		0.30		0.28		0.63		0.42
Diluted earnings per share	$	0.32		0.30			0.34		0.29		0.28		0.62		0.42
Book value per share	$	13.91		13.80			13.50		13.24		13.18		13.91		13.18
Tangible book value per share	$	10.33		10.40			10.08		9.80		9.73		10.33		9.73
Average basic shares outstanding	9,694,732			9,312,636			9,306,382		9,299,691		9,293,382		9,504,739		9,290,905
Average diluted shares outstanding	9,804,728			9,410,774			9,403,013		9,405,013		9,402,343		9,609,050		9,407,964
Shares outstanding at period end	9,896,904			9,317,583			9,311,318		9,305,208		9,298,270		9,896,904		9,298,270
Selected Financial Ratios
Return on average assets	1.03		%	1.02		%	1.14	%	0.95	%	0.91	%	1.02	%	0.72	%
Return on average equity	9.21		%	9.01		%	10.18	%	8.71	%	8.60	%	9.11	%	6.57	%
Dividend payout ratio	48.48		%	53.33		%	47.06	%	53.33	%	57.14	%	50.79	%	76.19	%
Net interest margin (tax equivalent)	3.95		%	3.83		%	3.82	%	3.57	%	3.59	%	3.89	%	3.62	%
Efficiency ratio (tax equivalent)	61.08		%	63.90		%	59.48	%	61.97	%	65.26	%	62.39	%	72.58	%
Selected Balance Sheet Items
Investment securities and stock	$	378,651		329,429			314,074		322,341		357,567
Loans:
Commercial and industrial	$	47,958		36,447			35,424		34,997		38,919
Commercial, secured by real estate	399,551			381,371			379,141		371,533		377,806
Residential real estate	273,249			255,926			254,087		248,113		243,966
Consumer	19,718			17,296			18,006		19,305		20,015
Agricultural	13,434			9,816			11,472		9,249		8,466
Other, including deposit overdrafts	638			678			680		2,651		2,594
Deferred net origination costs (fees)	188			151			146		67		(47	)
Loans, gross	754,736			701,685			698,956		685,915		691,719
Less allowance for loan losses	2,879			2,837			3,121		3,298		3,394
Loans, net	$	751,857		698,848			695,835		682,617		688,325
Total assets	$	1,249,363		1,129,497			1,108,066		1,123,356		1,151,109
Total deposits	1,084,033			973,725			946,205		956,633		986,824
Short-term borrowings	12,731			13,454			16,645		24,954		23,523
Long-term debt	6,085			6,153			11,357		11,432		11,506
Total shareholders’ equity	137,698			128,576			125,695		123,179		122,584

	Three Months Ended											Six Months Ended
	6/30/2015			3/31/2015		12/31/2014		9/30/2014		6/30/2014		6/30/2015		6/30/2014
Selected Balance Sheet Items, continued
Tangible common equity (TCE)	$	101,694		96,340		93,277		90,579		89,800
Tangible common assets (TCA)	1,213,359			1,097,261		1,075,648		1,090,756		1,118,325
TCE/TA	8.38		%	8.78	%	8.67	%	8.30	%	8.03	%
Loans to deposit ratio	69.62		%	72.06	%	73.87	%	71.70	%	70.10	%
Equity to assets ratio	11.02		%	11.38	%	11.34	%	10.97	%	10.65	%
Selected Average Balance Sheet Items
Investment securities and stock	$	360,750		313,279		311,395		348,469		347,837		337,146		325,438
Loans	$	737,021		699,959		694,185		688,972		685,581		718,592		666,663
Less allowance for loan losses	2,865			2,870		3,075		3,288		3,367		2,868		3,369
Net loans	$	734,156		697,089		691,110		685,684		682,214		715,724		663,294
Total assets	$	1,220,938		1,125,326		1,123,949		1,140,922		1,145,300		1,173,307		1,108,454
Total deposits	1,057,818			969,658		967,505		976,109		991,809		1,013,982		957,123
Short-term borrowings	12,803			13,824		12,217		22,547		13,601		13,310		12,215
Long-term debt	6,108			6,598		11,382		11,457		11,531		6,352		11,675
Total shareholders’ equity	136,003			127,608		125,302		123,807		121,725		131,829		120,847
Asset Quality
Net charge-offs	$	636		352		370		496		232
Other real estate owned	1,364			1,364		1,370		1,460		1,906
Non-accrual loans	1,961			3,972		5,599		6,264		6,243
Loans past due 90 days or more and still accruing	128			355		203		111		130
Total nonperforming loans	$	2,089		4,327		5,802		6,375		6,373
Net charge-offs to average loans	0.35		%	0.20	%	0.21	%	0.29	%	0.14	%
Allowance for loan losses to total loans	0.38		%	0.40	%	0.45	%	0.48	%	0.49	%
Nonperforming loans to total loans	0.28		%	0.62	%	0.83	%	0.93	%	0.92	%
Nonperforming assets to total assets	0.28		%	0.50	%	0.65	%	0.70	%	0.72	%
Assets Under Management
LCNB Corp. total assets	$	1,249,363		1,129,497		1,108,066		1,123,356		1,151,109
Trust and investments (fair value)	272,209			264,122		258,266		255,409		267,857
Mortgage loans serviced	117,204			116,534		120,433		123,792		128,855
Business cash management	6,628			5,839		5,811		5,846		6,307
Brokerage accounts (fair value)	144,186			141,439		132,823		127,303		126,069
Total assets managed	$	1,789,590		1,657,431		1,625,399		1,635,706		1,680,197
Non-GAAP Financial Measures
Accreted income on acquired loans	$	1,348		326		442		375		361		1,674		736
Net income	$	3,123		2,834		3,217		2,718		2,611		5,957		3,934
Less (add) net gain (loss) on sales of securities, net of tax	146			73		37		64		0		219		(3	)
Add merger-related expenses, net of tax	363			50		26		3		46		429		899
Core net income	$	3,340		2,811		3,206		2,657		2,657		6,167		4,836
Basic core earnings per share	$	0.34		0.30		0.34		0.29		0.29		0.65		0.52
Diluted core earnings per share	$	0.34		0.30		0.34		0.28		0.28		0.64		0.51
Adjusted return on average assets	1.10		%	1.01	%	1.13	%	0.92	%	0.93	%	1.06	%	0.88	%
Adjusted return on average equity	9.85		%	8.86	%	10.06	%	8.44	%	8.67	%	9.43	%	8.02	%
Core efficiency ratio (tax equivalent)	58.23		%	63.91	%	59.48	%	62.46	%	64.66	%	60.88	%	66.50	%

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30, 2015 (Unaudited)			December 31, 2014
ASSETS:
Cash and due from banks	$	21,195		14,235
Interest-bearing demand deposits	6,718			1,610
Total cash and cash equivalents	27,913			15,845
Investment securities:
Available-for-sale, at fair value	347,860			285,365
Held-to-maturity, at cost	24,677			22,725
Federal Reserve Bank stock, at cost	2,476			2,346
Federal Home Loan Bank stock, at cost	3,638			3,638
Loans, net	751,857			695,835
Premises and equipment, net	22,591			20,733
Goodwill	30,187			27,638
Core deposit and other intangibles	5,817			4,780
Bank owned life insurance	22,250			21,936
Other assets	10,097			7,225
TOTAL ASSETS	$	1,249,363		1,108,066
LIABILITIES:
Deposits:
Noninterest-bearing	$	228,743		213,303
Interest-bearing	855,290			732,902
Total deposits	1,084,033			946,205
Short-term borrowings	12,731			16,645
Long-term debt	6,085			11,357
Accrued interest and other liabilities	8,816			8,164
TOTAL LIABILITIES	1,111,665			982,371
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 10,650,531 and 10,064,945 shares at June 30, 2015 and December 31, 2014, respectively	76,607			67,181
Retained earnings	72,281			69,394
Treasury shares at cost, 753,627 shares at June 30, 2015 and December 31, 2014	(11,665		)	(11,665	)
Accumulated other comprehensive loss, net of taxes	475			785
TOTAL SHAREHOLDERS' EQUITY	137,698			125,695
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,249,363		1,108,066

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,
	2015		2014	2015	2014
INTEREST INCOME:
Interest and fees on loans	$	9,492	8,144	18,032	15,840
Interest on investment securities –
Taxable	1,033		1,026	1,889	1,917
Non-taxable	702		657	1,355	1,303
Other short-term investments	121		99	162	144
TOTAL INTEREST INCOME	11,348		9,926	21,438	19,204
INTEREST EXPENSE:
Interest on deposits	671		814	1,353	1,623
Interest on short-term borrowings	4		5	8	8
Interest on long-term debt	73		101	149	204
TOTAL INTEREST EXPENSE	748		920	1,510	1,835
NET INTEREST INCOME	10,600		9,006	19,928	17,369
PROVISION FOR LOAN LOSSES	677		255	746	336
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	9,923		8,751	19,182	17,033
NON-INTEREST INCOME:
Trust income	852		728	1,652	1,383
Service charges and fees on deposit accounts	1,234		1,252	2,341	2,374
Net gain (loss) on sales of securities	221		—	332	(4	)
Bank owned life insurance income	155		170	314	342
Gains from sales of mortgage loans	219		53	254	68
Other operating income	150		98	244	215
TOTAL NON-INTEREST INCOME	2,831		2,301	5,137	4,378
NON-INTEREST EXPENSE:
Salaries and employee benefits	4,381		3,956	8,671	7,874
Equipment expenses	302		345	590	639
Occupancy expense, net	584		514	1,179	1,165
State franchise tax	250		239	502	483
Marketing	220		197	383	329
Amortization of intangibles	175		148	321	274
FDIC insurance premiums	145		160	296	309
Merger-related expenses	522		70	592	1,362
Other non-interest expense	1,847		1,971	3,541	3,837
TOTAL NON-INTEREST EXPENSE	8,426		7,600	16,075	16,272
INCOME BEFORE INCOME TAXES	4,328		3,452	8,244	5,139
PROVISION FOR INCOME TAXES	1,205		841	2,287	1,205
NET INCOME	$	3,123	2,611	5,957	3,934
Dividends declared per common share	$	0.16	0.16	0.32	0.32
Earnings per common share:
Basic	$	0.33	0.28	0.63	0.42
Diluted	0.32		0.28	0.62	0.42
Weighted average common shares outstanding:
Basic	9,694,732		9,293,382	9,504,739	9,290,905
Diluted	9,804,728		9,402,343	9,609,050	9,407,964