8-K - LCNB - Equibles

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): January 29, 2019

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
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(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))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	LCNB	NASDAQ Capital Market

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 29, 2020, LCNB Corp. issued an earnings release announcing its financial results for the three and twelve months ended December 31, 2019. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1	Earnings Press Release Dated January 29, 2020
99.2	Unaudited Financial Highlights
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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: January 29, 2019	By: /s/ Robert C. Haines II
		Robert C. Haines II<br><br>Chief Financial Officer

		Exhibit

Exhibit 99.1

Press Release

January 29, 2020

LCNB CORP. REPORTS FINANCIAL RESULTS FOR

THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2019

LEBANON, Ohio--LCNB Corp. ("LCNB") (NASDAQ: LCNB) today announced net income of $4,830,000 (total basic and diluted earnings per share of $0.37) and $18,912,000 (total basic and diluted earnings per share of $1.44) for the three and twelve months ended December 31, 2019, respectively. This compares to net income of $5,193,000 (total basic and diluted earnings per share of $0.40) and $14,845,000 (total basic and diluted earnings per share of $1.24) for the same three and twelve month periods in 2018.

Commenting on the financial results, LCNB Chief Executive Officer Eric Meilstrup said, "We are pleased to report strong earnings for the three and twelve months ended December 31, 2019. Return on average assets for 2019 was 1.15% and return on average equity was 8.42%, compared to respective ratios of 1.00% and 7.90% for 2018. Net income during 2019 was $4,067,000 greater than during 2018, fueled by a $6,237,000 increase in net interest income that resulted primarily from a $44.8 million, or 3.7%, increase in our net loan portfolio during 2019. Part of the increase in net interest income was also due to a full year of net earnings on loans, deposits, and borrowings obtained through our merger with Columbus First Bancorp, Inc. and its wholly-owned subsidiary, Columbus First Bank (collectively "CFB") on May 31, 2018. Positive earnings growth allowed for increased shareholder dividends, from $0.65 per share for 2018 to $0.69 per share for 2019."

Net interest income for the three and twelve months ended December 31, 2019 was, respectively, $337,000 and $6,237,000 greater than the comparable periods in 2018, due to growth in the average balance of LCNB's loan portfolio and to an increase in the average rate earned on that portfolio, partially offset by a decrease in average investment securities and increases in average deposits and long-term borrowings and increases in the average rates paid for the deposits and borrowings. Loans, deposits, and long-term borrowings obtained through the merger with CFB were considerable components of the growth in the average balance of LCNB's loan portfolio and the increases in the average balances of deposits and long-term borrowings.

The provision for loan losses for the three and twelve months ended December 31, 2019 was, respectively, $33,000 greater and $716,000 less than the comparable periods in 2018. Non-accrual loans and loans past due 90 days or more and still accruing interest increased $110,000, from $3,100,000 or 0.26% of total loans at December 31, 2018 to $3,210,000 or 0.26% of total loans at December 31, 2019.

Non-interest income for the three and twelve months ended December 31, 2019 was, respectively, $520,000 and $1,298,000 greater than the comparable periods in 2018, primarily due to increases in fiduciary income, service charges and fees on deposit accounts, and bank owned life insurance income. Also contributing to the increase were market-driven increases in the fair value of equity security investments, which were recorded in other operating income in the consolidated statements of income.

Non-interest expense for the three and twelve months ended December 31, 2019 was, respectively, $1,082,000 and $3,020,000 greater than the comparable periods in 2018, primarily due to increases in salaries and employee benefits and state financial institutions tax. Increases in marketing and contracted services expenses also contributed to the increase for the twelve-month period. Salaries and employee benefits increased primarily due to salary and wage increases and newly hired employees, including additional business development positions and CFB employees retained. An increase in health insurance costs also contributed to the increase in salaries and employee benefits. State financial institutions tax expense increased due to a larger capital base (Ohio financial institutions tax is based on capital, not income), largely caused by stock issued to CFB stockholders as merger consideration. Marketing expense increased primarily due to promotion costs for new checking products introduced in 2018, increased marketing activities in the Columbus area, and expanded use of broadcast and digital media. Contracted services increased due to additional fees paid for loan and deposit system upgrades and improvements and to general price increases on other contracted services. A decrease in merger related expenses and the absence of losses recognized on the sale of two of LCNB's office buildings during 2018 partially offset these increases.

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, Franklin, 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. Please refer to LCNB’s Annual Report on Form 10-K for the year ended December 31, 2018, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

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’s ability to integrate recent and any future acquisitions may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
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3.	LCNB may incur increased charge-offs in the future;
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4.	LCNB may face competitive loss of customers;
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5.	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;
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6.	changes in general economic conditions and increased competition could adversely affect LCNB’s operating results;
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7.	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;
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8.	LCNB may experience difficulties growing loan and deposit balances;
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9.	United States trade relations with foreign countries could negatively impact the financial condition of LCNB's customers, which could adversely affect LCNB 's operating results and financial condition;
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10.	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;
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11.	difficulties with technology or data security breaches, including cyberattacks, that could negatively affect LCNB's ability to conduct business and its relationships with customers, vendors, and others; and
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12.	government intervention in the U.S. financial system, including the effects of legislative, tax, accounting and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, and the Tax Cuts and Jobs Act.
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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.

		Exhibit

Exhibit 99.2

LCNB Corp. and Subsidiaries

Financial Highlights

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended											Year Ended
	12/31/2019			9/30/2019		6/30/2019		3/31/2019		12/31/2018		12/31/2019		12/31/2018
Condensed Income Statement
Interest income	$	16,424		16,329		16,328		16,113		15,844		65,194		54,594
Interest expense	2,577			2,751		2,738		2,722		2,334		10,788		6,425
Net interest income	13,847			13,578		13,590		13,391		13,510		54,406		48,169
Provision (credit) for loan losses	(6		)	264		54		(105	)	(39	)	207		923
Net interest income after provision	13,853			13,314		13,536		13,496		13,549		54,199		47,246
Non-interest income	3,222			3,356		2,998		2,772		2,702		12,348		11,050
Non-interest expense	11,007			10,982		10,833		10,700		9,925		43,522		40,502
Income before income taxes	6,068			5,688		5,701		5,568		6,326		23,025		17,794
Provision for income taxes	1,238			961		973		941		1,133		4,113		2,949
Net income	$	4,830		4,727		4,728		4,627		5,193		18,912		14,845
Amort/Accret income on acquired loans	$	400		302		355		224		229		1,281		567
Amort/Accret expenses on acquired interest-bearing liabilities	$	3		4		142		144		149		293		363
Tax-equivalent net interest income	$	13,937		13,679		13,700		13,536		13,680		54,852		48,883
Per Share Data
Dividends per share	$	0.18		0.17		0.17		0.17		0.17		0.69		0.65
Basic earnings per common share	$	0.37		0.36		0.36		0.35		0.40		1.44		1.24
Diluted earnings per common share	$	0.37		0.36		0.36		0.35		0.40		1.44		1.24
Book value per share	$	17.63		17.44		17.18		16.83		16.47		17.63		16.47
Tangible book value per share	$	12.78		12.57		12.31		12.05		11.67		12.78		11.67
Weighted average common shares outstanding:
Basic	12,912,106			12,932,950		13,192,691		13,283,634		13,285,386		13,078,920		11,935,350
Diluted	12,916,000			12,937,145		13,196,665		13,287,338		13,290,499		13,082,893		11,942,253
Shares outstanding at period end	12,936,783			12,927,463		12,978,554		13,314,148		13,295,276		12,936,783		13,295,276
Selected Financial Ratios
Return on average assets	1.17		%	1.13	%	1.16	%	1.15	%	1.27	%	1.15	%	1.00	%
Return on average equity	8.42		%	8.33	%	8.46	%	8.47	%	9.55	%	8.42	%	7.90	%
Dividend payout ratio	48.65		%	47.22	%	47.22	%	48.57	%	42.50	%	47.92	%	52.42	%
Net interest margin (tax equivalent)	3.76		%	3.67	%	3.72	%	3.71	%	3.69	%	3.71	%	3.63	%
Efficiency ratio (tax equivalent)	64.15		%	64.47	%	64.87	%	65.61	%	60.58	%	64.76	%	67.58	%
Selected Balance Sheet Items
Cash and cash equivalents	$	20,765		22,826		23,185		19,527		20,040
Debt and equity securities	219,791			239,730		246,701		264,559		282,813
Loans:
Commercial and industrial	$	78,306		71,576		79,513		79,725		77,740
Commercial, secured by real estate	804,953			797,842		793,863		764,424		740,647
Residential real estate	322,533			320,703		326,029		334,227		349,127
Consumer	25,232			23,918		19,649		17,409		17,283
Agricultural	11,509			11,525		10,843		10,900		13,297
Other, including deposit overdrafts	1,193			456		373		409		450
Deferred net origination costs (fees)	(275		)	(128	)	(9	)	40		79
Loans, gross	1,243,451			1,225,892		1,230,261		1,207,134		1,198,623
Less allowance for loan losses	4,045			4,167		4,112		4,126		4,046
Loans, net	$	1,239,406		1,221,725		1,226,149		1,203,008		1,194,577
Total earning assets	$	1,466,988		1,470,074		1,482,913		1,476,862		1,483,166
Total assets	1,639,308			1,644,447		1,642,012		1,632,387		1,636,927
Total deposits	1,348,280			1,355,383		1,357,959		1,347,857		1,300,919

	Three Months Ended											Year Ended
	12/31/2019			9/30/2019		6/30/2019		3/31/2019		12/31/2018		12/31/2019		12/31/2018
Selected Balance Sheet Items, continued
Short-term borrowings	—			—		—		—		56,230
Long-term debt	40,994			41,990		41,986		42,982		47,032
Total shareholders’ equity	228,048			225,492		222,972		224,018		218,985
Equity to assets ratio	13.91		%	13.71	%	13.58	%	13.72	%	13.38	%
Loans to deposits ratio	92.22		%	90.45	%	90.60	%	89.56	%	92.14	%
Tangible common equity (TCE)	$	165,304		162,485		159,702		160,488		155,197
Tangible common assets (TCA)	1,576,564			1,581,440		1,578,742		1,568,857		1,573,139
TCE/TCA	10.49		%	10.27	%	10.12	%	10.23	%	9.87	%
Selected Average Balance Sheet Items
Cash and cash equivalents	$	26,501		28,293		29,523		25,080		20,685		27,321		23,910
Debt and equity securities	231,115			243,553		249,954		266,081		291,433		247,569		303,839
Loans	$	1,230,845		1,227,806		1,217,726		1,208,809		1,177,061		1,221,375		1,038,159
Less allowance for loan losses	4,076			3,986		4,088		4,074		4,016		4,056		3,822
Net loans	$	1,226,769		1,223,820		1,213,638		1,204,735		1,173,045		1,217,319		1,034,337
Total earning assets	$	1,469,469		1,480,096		1,479,225		1,480,634		1,471,650		1,477,333		1,347,162
Total assets	1,643,793			1,654,034		1,637,645		1,635,416		1,626,029		1,642,591		1,488,941
Total deposits	1,352,101			1,365,702		1,352,449		1,333,529		1,333,673		1,351,036		1,258,075
Short-term borrowings	622			468		243		23,235		36,348		6,064		13,967
Long-term debt	41,742			41,988		42,567		44,676		25,536		42,733		16,789
Total shareholders’ equity	227,595			225,216		224,203		221,470		215,739		224,639		187,915
Equity to assets ratio	13.85		%	13.62	%	13.69	%	13.54	%	13.27	%	13.68	%	12.62	%
Loans to deposits ratio	91.03		%	89.90	%	90.04	%	90.65	%	88.26	%	90.40	%	82.52	%
Asset Quality
Net charge-offs (recoveries)	$	115		209		68		(185	)	(68	)	207		280
Other real estate owned	197			197		197		244		244		197		244
Non-accrual loans	3,210			3,523		2,962		2,845		2,951		3,210		2,951
Loans past due 90 days or more and still accruing	—			—		24		177		149		—		149
Total nonperforming loans	$	3,210		3,523		2,986		3,022		3,100		3,210		3,100
Net charge-offs (recoveries) to average loans	0.04		%	0.07	%	0.02	%	(0.06	)%	(0.02	)%	0.02	%	0.03	%
Allowance for loan losses to total loans	0.33		%	0.34	%	0.33	%	0.34	%	0.34	%	0.33	%	0.34	%
Nonperforming loans to total loans	0.26		%	0.29	%	0.24	%	0.25	%	0.26	%	0.26	%	0.26	%
Nonperforming assets to total assets	0.21		%	0.23	%	0.19	%	0.20	%	0.20	%	0.21	%	0.20	%
Assets Under Management
LCNB Corp. total assets	$	1,639,308		1,644,447		1,642,012		1,632,387		1,636,927
Trust and investments (fair value)	435,664			411,724		382,462		367,649		337,549
Mortgage loans serviced	93,596			90,784		88,444		89,049		97,685
Cash management	75,948			117,530		71,973		55,981		48,906
Brokerage accounts (fair value)	268,059			262,038		260,202		245,758		233,751
Total assets managed	$	2,512,575		2,526,523		2,445,093		2,390,824		2,354,818
Non-GAAP Financial Measures
Net income	$	4,830		4,727		4,728		4,627		5,193		18,912		14,845
Add: merger-related expenses, net of tax	0			21		16		53		148		90		1,753
Adjusted net income	$	4,830		4,748		4,744		4,680		5,341		19,002		16,598
Basic adjusted earnings per share	0.37			0.37		0.36		0.36		0.41		1.46		1.39
Diluted adjusted earnings per share	0.37			0.37		0.36		0.36		0.41		1.46		1.39
Adjusted return on average assets	1.17		%	1.14	%	1.16	%	1.16	%	1.30	%	1.16	%	1.11	%
Adjusted return on average equity	8.42		%	8.36	%	8.49	%	8.57	%	9.82	%	8.46	%	8.83	%

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands)

	December 31, 2019 (Unaudited)			December 31, 2018
ASSETS:
Cash and due from banks	$	17,019		18,310
Interest-bearing demand deposits	3,746			1,730
Total cash and cash equivalents	20,765			20,040
Interest-bearing time deposits	—			996
Investment securities:
Equity securities with a readily determinable fair value, at fair value	2,312			2,078
Equity securities without a readily determinable fair value, at cost	2,099			2,099
Debt securities, available-for-sale, at fair value	178,000			238,421
Debt securities, held-to-maturity, at cost	27,525			29,721
Federal Reserve Bank stock, at cost	4,652			4,653
Federal Home Loan Bank stock, at cost	5,203			4,845
Loans, net	1,239,406			1,194,577
Premises and equipment, net	34,787			32,627
Operating leases right of use asset	5,444			—
Goodwill	59,221			59,221
Core deposit and other intangibles	4,006			5,042
Bank owned life insurance	41,667			28,723
Other assets	14,221			13,884
TOTAL ASSETS	$	1,639,308		1,636,927
LIABILITIES:
Deposits:
Noninterest-bearing	$	354,391		322,571
Interest-bearing	993,889			978,348
Total deposits	1,348,280			1,300,919
Short-term borrowings	—			56,230
Long-term debt	40,994			47,032
Operating leases liability	5,446			—
Accrued interest and other liabilities	16,540			13,761
TOTAL LIABILITIES	1,411,260			1,417,942
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 December 31, 2019 and 2018; issued 14,111,810 and 14,070,303 shares at December 31, 2019 and 2018, respectively	141,791			141,170
Retained earnings	104,431			94,547
Treasury shares at cost, 1,175,027 and 775,027 shares at December 31, 2019 and 2018, respectively	(18,847		)	(12,013	)
Accumulated other comprehensive income (loss), net of taxes	673			(4,719	)
TOTAL SHAREHOLDERS' EQUITY	228,048			218,985
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,639,308		1,636,927

LCNB CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended <br>December 31,					Year Ended <br>December 31,
	2019			2018		2019		2018
INTEREST INCOME:
Interest and fees on loans	$	14,937		14,010		59,009		47,489
Dividends on equity securities with a readily determinable fair value	15			17		62		65
Dividends on equity securities without a readily determinable fair value	17			17		65		39
Interest on debt securities, taxable	881			900		3,601		3,666
Interest on debt securities, non-taxable	337			641		1,677		2,686
Interest on interest-bearing time deposits	—			24		11		58
Other investments	237			235		769		591
TOTAL INTEREST INCOME	16,424			15,844		65,194		54,594
INTEREST EXPENSE:
Interest on deposits	2,301			1,976		9,526		5,753
Interest on short-term borrowings	3			223		227		311
Interest on long-term debt	273			135		1,035		361
TOTAL INTEREST EXPENSE	2,577			2,334		10,788		6,425
NET INTEREST INCOME	13,847			13,510		54,406		48,169
PROVISION (CREDIT) FOR LOAN LOSSES	(6		)	(39	)	207		923
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	13,853			13,549		54,199		47,246
NON-INTEREST INCOME:
Fiduciary income	1,139			971		4,354		3,958
Service charges and fees on deposit accounts	1,454			1,420		5,875		5,590
Net losses on sales of debt securities	(4		)	—		(41	)	(8	)
Bank owned life insurance income	289			185		943		738
Gains from sales of loans	121			41		328		223
Other operating income	223			85		889		549
TOTAL NON-INTEREST INCOME	3,222			2,702		12,348		11,050
NON-INTEREST EXPENSE:
Salaries and employee benefits	6,512			5,488		25,320		21,279
Equipment expenses	343			341		1,209		1,138
Occupancy expense, net	703			742		2,961		2,861
State financial institutions tax	362			299		1,669		1,197
Marketing	310			321		1,319		1,119
Amortization of intangibles	263			263		1,043		922
FDIC insurance premiums, net	—			130		225		419
Contracted services	471			454		1,865		1,547
Other real estate owned	1			16		53		20
Merger-related expenses	—			164		114		2,123
Other non-interest expense	2,042			1,707		7,744		7,877
TOTAL NON-INTEREST EXPENSE	11,007			9,925		43,522		40,502
INCOME BEFORE INCOME TAXES	6,068			6,326		23,025		17,794
PROVISION FOR INCOME TAXES	1,238			1,133		4,113		2,949
NET INCOME	$	4,830		5,193		18,912		14,845
Dividends declared per common share	$	0.18		0.17		0.69		0.65
Earnings per common share:
Basic	0.37			0.40		1.44		1.24
Diluted	0.37			0.40		1.44		1.24
Weighted average common shares outstanding:
Basic	12,912,106			13,285,386		13,078,920		11,935,350
Diluted	12,916,000			13,290,499		13,082,893		11,942,253

Contacts

LCNB Corp.

Eric J. Meilstrup, CEO and President, 800-344-BANK

Robert C. Haines II, Executive Vice President and CFO, 800-344-BANK