Farmers National Banc Corp 8-K, filed Oct 29, 2021
Farmers National Banc Corp (FMNB)
About this 8-K
Farmers National Banc Corp filed this 8-K on October 29, 2021.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.02 | Results of Operations and Financial Condition. |
On October 29, 2021, Farmers National Banc Corp. (the “Company”) first mailed to shareholders a letter regarding its third quarter results, a copy of which is attached hereto as Exhibit 99.1.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 and Exhibits 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) except as may be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
On October 29, 2021, Farmers National Banc Corp. (the “Company”) first mailed to shareholders a letter regarding its third quarter results, a copy of which is attached hereto as Exhibit 99.1.
The shareholder letter is furnished herein, as part of this Item 7.01, as Exhibit 99.1. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Letter to Shareholders, dated October 29, 2021. | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| Farmers National Banc Corp. | ||
| By: | /s/ Kevin J. Helmick | |
| Kevin J. Helmick | ||
| President and Chief Executive Officer | ||
Date: October 29, 2021
Exhibit 99.1
October 29, 2021
Dear Fellow Shareholders,
To improve is to change; to be perfect is to change often. – Sir Winston Churchill, Former Prime Minister of the United Kingdom
Businesses that are successfully responsive to change in the marketplace are not in a state of constant upheaval. They stay true to their vision and values. However, they identify which specific strategies and tactics must rightly evolve to meet changing customer needs and competitive dynamics.
It’s my privilege to report another record-breaking quarter for your Company that demonstrates that our corporate vision remains on-target – and that well-managed change is key to our sustained success. Finding fit rather than forcing fit in a merger partner; knowing when to sunset, relocate or open a new branch are examples of the kind of well-managed change your Company’s leadership seeks to accomplish.
First, I’d like to inform you of an important industry benchmark ranking that speaks to your Bank’s continuing growth and strength.
Farmers Named #1 Performing Bank in Ohio
Bank Director Magazine, a national publication for financial professionals, recently announced the top performing banks in their 3rd Quarter 2021 issue. I am proud to say that Farmers was named the 17th top performing bank in America, and was ranked as the number one top performing bank in all of Ohio.
In its annual Bank Scorecard Report, Bank Director rated the country’s banks on a broad range of performance measures, with particular focus on profitability, capital adequacy and asset quality. Farmers outperformed all other Ohio banks in its class to secure this year’s honors.
We have a culture of high performance that we strive to deliver each day for our stakeholders and customers. This ranking is the ultimate honor and validation for our Associates and their remarkable commitment to making an impact for the local communities and businesses we serve.
Cortland Merger Update
As we progress towards becoming a combined Company, I want to take the opportunity to update you on upcoming components of the merger. I am happy to report that in October 2021 we received approval from all regulatory agencies and the SEC. In addition, at Cortland’s Special Shareholders Meeting on October 26, 2021 shareholders voted to approve the merger.
With these procedures behind us we expect to complete the financial close by the first week of November 2021. Once closed, we will be working towards the technical conversion date of February 21, 2022. On that day Cortland customers will become Farmers National Bank customers. During this time, signage will be changed to Farmers National Bank and the Cortland core system and online banking channels will be converted to Farmers.
Proudly, this merger will create a $4.1 billion Bank and we will become the only Bank headquartered in the Mahoning Valley.
Chesterland Branch
After much careful analysis and consideration, the Senior Management Team made the business decision to close the Newbury branch and relocate to a larger growth market. We were able to identify a perfect endcap in a plaza located in a high traffic area in Chesterland, Ohio. Our new location offers customers the ability to utilize the drive-thru, which was not feasible at our Newbury location.
The 2,400-square-foot Chesterland branch is located at 8389 Mayfield Road and opened on Monday, October 4th. This new branch is located just a few short miles from Newbury (7.8 mi).
Farmers hosted a ceremonial ribbon cutting for the Chesterland Branch on Monday, October 25th. Farmers Leadership, the Chesterland staff and community dignitaries were all in attendance for this exciting occasion.
Conclusion
Your Company is committed to well-managed change, which is to say diligently researched and purposeful change. As always, I am open to your calls, letters, and emails.
Very truly yours,
Kevin J. Helmick
President & CEO