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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Date of Report (Date of earliest event reported): January 26, 2017

LCNB CORP.

(Exact name of Registrant as specified in its Charter)

Ohio	001-35292	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 April 18, 2017, LCNB Corp. issued an earnings release announcing its financial results for the first quarter ended March 31, 2017. 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 April 18, 2017, LCNB Corp. issued an earnings release announcing its financial results for the first quarter ended March 31, 2017. 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 April 18, 2017

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: April 18, 2017	By: /s/ Robert C. Haines II
		Robert C. Haines II Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

April 18, 2017

LCNB CORP. REPORTS FINANCIAL RESULTS FOR

THE THREE MONTHS ENDED MARCH 31, 2017

LCNB Corp. (LCNB) today announced net income of $3,246,000 (total basic and diluted earnings per share of $0.32) for the three months ended March 31, 2017.  This compares to net income of $2,964,000 (total basic and diluted earnings per share of $0.30) for the same three-month period in 2016.

Commenting on the financial results, LCNB Chief Executive Officer Steve Foster said, "We are pleased to present our financial results for the first quarter of 2017. Net income for the 2017 quarter was 9.5% greater than for the first quarter of 2016. Return on average assets (ROAA) was 1.01% and the return on average equity (ROAE) was 9.10%. This compares to an ROAA of 0.93% and an ROAE of 8.37% for the first quarter of 2016. Much of the increase was driven by growth in the loan portfolio, from a net balance of $775.6 million at March 31, 2016 to $807.2 million at March 31, 2017."

Net interest income for the three months ended March 31, 2017 increased $215,000 over the comparable period in 2016, due primarily to growth in LCNB's loan portfolio, partially offset by a decrease in the average rate earned on the portfolio.

The provision for loan losses for the three months ended March 31, 2017 was $75,000 less than the comparable period in 2016. Net loan charge-offs for the three months ended March 31, 2017 totaled $262,000, as compared to net charge-offs of $69,000 for the three months ended March 31, 2016.  Non-accrual loans and loans past due 90 days or more and still accruing interest decreased $1,867,000, from $5,748,000 or 0.70% of total loans at December 31, 2016, to $3,881,000 or 0.48% of total loans at March 31, 2017. The decrease is primarily due to two non-accrual commercial real estate loans to the same borrower with a carrying value of $1,236,000 at December 31, 2016 that were transferred into other real estate owned and subsequently sold during the first quarter 2017.

Non-interest income for the three months ended March 31, 2017 was $212,000 less than the comparable period in 2016, primarily due to the absence of $371,000 in gains from sales of securities recognized during the first quarter 2016.

Non-interest expense for the three months ended March 31, 2017 was $324,000 less than the comparable period in 2016, primarily due to the absence of a $251,000 penalty incurred during the first quarter 2016 to pre-pay a Federal Home Loan Bank borrowing bearing an interest rate of 5.25%. The borrowing was paid off to reduce future interest expense on long-term debt.

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. Through its subsidiary, LCNB National Bank (the “Bank”), it serves customers and communities in Southwest and South Central Ohio. A financial institution with a long tradition for building strong relationships with customers and communities, the Bank offers convenient banking locations in Butler, Clermont, Clinton, Fayette, Hamilton, Montgomery, Preble, Ross and Warren Counties, Ohio. The Bank continually strives to exceed customer expectations and provides an array of services for all personal and business banking needs including checking, savings, online banking, personal lending, business lending, agricultural lending, business support, deposit and treasury, investment services, trust and IRAs and stock purchases. LCNB Corp. common shares are traded on the NASDAQ Capital Market Exchange® under the symbol “LCNB.” Learn more about LCNB Corp. 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;

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
	3/31/2017			12/31/2016		9/30/2016		6/30/2016		3/31/2016
Condensed Income Statement
Interest income	$	10,864		11,226		10,895		11,008		10,621
Interest expense	877			887		885		883		849
Net interest income	9,987			10,339		10,010		10,125		9,772
Provision for loan losses	15			55		372		396		90
Net interest income after provision	9,972			10,284		9,638		9,729		9,682
Non-interest income	2,430			2,615		2,846		2,750		2,642
Non-interest expense	7,968			7,908		8,593		8,468		8,292
Income before income taxes	4,434			4,991		3,891		4,011		4,032
Provision for income taxes	1,188			1,337		995		1,043		1,068
Net income	$	3,246		3,654		2,896		2,968		2,964
Accreted income on acquired loans	$	220		495		223		304		343
Tax-equivalent net interest income	$	10,410		10,772		10,432		10,538		10,166
Per Share Data
Dividends per share	$	0.16		0.16		0.16		0.16		0.16
Basic earnings per common share	$	0.32		0.37		0.29		0.30		0.30
Diluted earnings per common share	$	0.32		0.37		0.29		0.29		0.30
Book value per share	$	14.52		14.30		14.70		14.66		14.39
Tangible book value per share	$	11.11		10.86		11.24		11.17		10.88
Average basic common shares outstanding	9,995,054			9,984,344		9,962,571		9,922,024		9,916,114
Average diluted common shares outstanding	10,002,878			9,997,565		9,977,592		9,943,797		9,998,516
Shares outstanding at period end	10,009,642			9,998,025		9,993,695		9,937,262		9,931,788
Selected Financial Ratios
Return on average assets	1.01		%	1.10	%	0.87	%	0.92	%	0.93	%
Return on average equity	9.10		%	9.91	%	7.82	%	8.28	%	8.37	%
Dividend payout ratio	50.00		%	43.24	%	55.17	%	53.33	%	53.33	%
Net interest margin (tax equivalent)	3.55		%	3.56	%	3.42	%	3.55	%	3.49	%
Efficiency ratio (tax equivalent)	62.06		%	59.07	%	64.71	%	63.73	%	64.74	%
Selected Balance Sheet Items
Cash and cash equivalents	$	33,274		18,865		33,213		19,007		21,089
Investment securities and stock	371,501			368,032		394,798		399,345		393,976
Loans:
Commercial and industrial	$	40,039		41,878		40,097		45,153		45,324
Commercial, secured by real estate	475,594			477,275		467,512		455,654		430,179
Residential real estate	260,853			265,788		268,574		266,625		271,812
Consumer	17,646			19,173		18,752		18,545		17,925
Agricultural	15,459			14,802		15,872		13,605		12,589
Other, including deposit overdrafts	609			633		619		635		643
Deferred net origination costs	281			254		236		248		242
Loans, gross	810,481			819,803		811,662		800,465		778,714
Less allowance for loan losses	3,328			3,575		3,798		3,373		3,150
Loans, net	$	807,153		816,228		807,864		797,092		775,564
Total earning assets	$	1,200,544		1,188,322		1,222,614		1,201,563		1,180,719
Total assets	1,319,074			1,306,799		1,333,536		1,312,635		1,285,922
Total deposits	1,148,198			1,110,905		1,158,921		1,124,698		1,120,208
Short-term borrowings	15,957			42,040		16,989		30,541		11,668
Long-term debt	480			598		662		726		789

	Three Months Ended
	3/31/2017			12/31/2016		9/30/2016		6/30/2016		3/31/2016
Selected Balance Sheet Items, continued
Total shareholders’ equity	145,318			142,944		146,906		145,710		142,933
Equity to assets ratio	11.02		%	10.94	%	11.02	%	11.10	%	11.12	%
Loans to deposits ratio	70.59		%	73.80	%	70.04	%	71.17	%	69.52	%
Tangible common equity (TCE)	$	110,745		108,178		111,946		110,541		107,567
Tangible common assets (TCA)	1,284,501			1,272,033		1,298,576		1,277,466		1,250,556
TCE/TCA	8.62		%	8.50	%	8.62	%	8.65	%	8.60	%
Selected Average Balance Sheet Items
Cash and cash equivalents	$	26,672		28,422		32,011		29,399		27,533
Investment securities and stock	366,499			380,138		396,620		396,130		389,648
Loans	$	813,597		812,537		800,729		784,324		772,204
Less allowance for loan losses	3,557			3,654		3,382		3,103		3,130
Net loans	$	810,040		808,883		797,347		781,221		769,074
Total earning assets	$	1,188,383		1,204,360		1,212,232		1,193,585		1,171,709
Total assets	1,308,591			1,316,037		1,323,532		1,303,073		1,278,014
Total deposits	1,125,457			1,138,740		1,147,981		1,133,403		1,104,330
Short-term borrowings	28,500			20,406		16,328		14,355		20,710
Long-term debt	537			620		684		747		1,256
Total shareholders’ equity	144,672			146,602		147,371		144,185		142,447
Equity to assets ratio	11.06		%	11.14	%	11.13	%	11.06	%	11.15	%
Loans to deposits ratio	72.29		%	71.35	%	69.75	%	69.20	%	69.93	%
Asset Quality
Net charge-offs	$	262		278		(53	)	173		69
Other real estate owned	0			0		270		682		846
Non-accrual loans	3,869			5,725		4,619		2,697		3,328
Loans past due 90 days or more and still accruing	12			23		20		369		99
Total nonperforming loans	$	3,881		5,748		4,639		3,066		3,427
Net charge-offs to average loans	0.13		%	0.14	%	(0.03	)%	0.09	%	0.04	%
Allowance for loan losses to total loans	0.41		%	0.44	%	0.47	%	0.42	%	0.40	%
Nonperforming loans to total loans	0.48		%	0.70	%	0.57	%	0.38	%	0.44	%
Nonperforming assets to total assets	0.29		%	0.44	%	0.37	%	0.29	%	0.33	%
Assets Under Management
LCNB Corp. total assets	$	1,319,074		1,306,799		1,333,536		1,312,635		1,285,922
Trust and investments (fair value)	316,856			303,534		293,808		284,118		274,297
Mortgage loans serviced	99,324			100,982		105,018		107,189		107,992
Business cash management	7,670			9,058		7,647		8,551		6,773
Brokerage accounts (fair value)	199,019			188,663		179,244		163,596		157,713
Total assets managed	$	1,941,943		1,909,036		1,919,253		1,876,089		1,832,697

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands)

	March 31, 2017 (Unaudited)			December 31, 2016
ASSETS:
Cash and due from banks	$	14,712		18,378
Interest-bearing demand deposits	18,562			487
Total cash and cash equivalents	33,274			18,865
Investment securities:
Available-for-sale, at fair value	326,676			320,659
Held-to-maturity, at cost	38,455			41,003
Federal Reserve Bank stock, at cost	2,732			2,732
Federal Home Loan Bank stock, at cost	3,638			3,638
Loans, net	807,153			816,228
Premises and equipment, net	33,157			30,244
Goodwill	30,183			30,183
Core deposit and other intangibles	4,390			4,582
Bank owned life insurance	27,496			27,307
Other assets	11,920			11,358
TOTAL ASSETS	$	1,319,074		1,306,799
LIABILITIES:
Deposits:
Noninterest-bearing	$	270,999		271,332
Interest-bearing	877,199			839,573
Total deposits	1,148,198			1,110,905
Short-term borrowings	15,957			42,040
Long-term debt	480			598
Accrued interest and other liabilities	9,121			10,312
TOTAL LIABILITIES	1,173,756			1,163,855
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 at March 31, 2017 and December 31, 2016; issued 10,763,269 and 10,751,652 shares at March 31, 2017 and December 31, 2016, respectively	76,691			76,490
Retained earnings	82,381			80,736
Treasury shares at cost, 753,627 shares at March 31, 2017 and December 31, 2016	(11,665		)	(11,665	)
Accumulated other comprehensive income, net of taxes	(2,089		)	(2,617	)
TOTAL SHAREHOLDERS' EQUITY	145,318			142,944
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,319,074		1,306,799

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended   March 31,
	2017		2016
INTEREST INCOME:
Interest and fees on loans	$	8,915	8,627
Interest on investment securities –
Taxable	1,093		1,189
Non-taxable	799		758
Other short-term investments	57		47
TOTAL INTEREST INCOME	10,864		10,621
INTEREST EXPENSE:
Interest on deposits	843		823
Interest on short-term borrowings	30		14
Interest on long-term debt	4		12
TOTAL INTEREST EXPENSE	877		849
NET INTEREST INCOME	9,987		9,772
PROVISION FOR LOAN LOSSES	15		90
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	9,972		9,682
NON-INTEREST INCOME:
Trust income	852		763
Service charges and fees on deposit accounts	1,222		1,193
Net gain (loss) on sales of securities	—		371
Bank owned life insurance income	189		169
Gains from sales of loans	39		41
Other operating income	128		105
TOTAL NON-INTEREST INCOME	2,430		2,642
NON-INTEREST EXPENSE:
Salaries and employee benefits	4,526		4,563
Equipment expenses	211		249
Occupancy expense, net	568		569
State franchise tax	284		281
Marketing	143		167
Amortization of intangibles	185		187
FDIC insurance premiums	104		165
Contracted services	248		227
Other real estate owned	5		29
Merger-related expenses	—		—
Other non-interest expense	1,694		1,855
TOTAL NON-INTEREST EXPENSE	7,968		8,292
INCOME BEFORE INCOME TAXES	4,434		4,032
PROVISION FOR INCOME TAXES	1,188		1,068
NET INCOME	$	3,246	2,964
Dividends declared per common share	$	0.16	0.16
Earnings per common share:
Basic	0.32		0.30
Diluted	0.32		0.30
Weighted average common shares outstanding:
Basic	9,995,054		9,916,114
Diluted	10,002,878		9,998,516