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): October 28, 2013

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 October 28, 2013, LCNB Corp. issued an earnings release announcing its financial results for the third quarter ended September 30, 2013. 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 October 28, 2013, LCNB Corp. issued an earnings release announcing its financial results for the third quarter ended September 30, 2013. 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 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.        Description

99.1 Earnings Press Release Dated October 28, 2013

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: October 28, 2013	By: /s/ Robert C. Haines II
		Robert C. Haines II Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

October 28, 2013

LCNB CORP. REPORTS FINANCIAL RESULTS FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013

LCNB Corp. (LCNB) today announced net income of $2,357,000 (total basic and diluted earnings per common share of $0.31 and $0.30, respectively) and $6,433,000 (total basic and diluted earnings per common share of $0.85 and $0.83, respectively) for the three and nine months ended September 30, 2013, respectively.  This compares to net income of $1,847,000 (total basic and diluted earnings per common share of $0.27) and $6,111,000 (total basic and diluted earnings per common share of $0.91 and $0.90) for the same three and nine-month periods in 2012.  Results for 2013 were significantly affected by the completion of a merger with First Capital Bancshares, Inc. and its subsidiary, Citizens National Bank of Chillicothe, on January 11, 2013.

Net interest income for the three and nine months ended September 30, 2013 increased $1,241,000 and $2,871,000, respectively, from the comparative periods in 2012 due primarily to the increased volume of average interest earning assets provided by the merger.

The provision for loan losses for the three and nine months ended September 30, 2013 was $258,000 and $373,000 less than the comparable periods in 2012.  Net loan charge-offs for the first nine months of 2013 and 2012 totaled $383,000 and $807,000, respectively.  Non-accrual loans and loans past due 90 days or more and still accruing interest totaled $2,857,000 or 0.50% of total loans at September 30, 2013, compared to $2,411,000 or 0.53% of total loans at December 31, 2012.  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 decreased from $2,189,000 at December 31, 2012 to $1,561,000 at September 30, 2013 primarily due the sale of commercial real estate property during the first quarter 2013.

Non-interest income for the three-month period in 2013 was $158,000 less than the comparable period in 2012 and $436,000 greater for the nine-month period. The three-month period was less primarily due to decreases in gains from sales of investment securities and mortgage loans, partially offset by increases in service charges and fees on deposit accounts. For the nine-month period, decreased gains from sales of investment securities and mortgage loans were more than offset by increases in service charges and fees on deposit accounts. The increases in service charges and fees were primarily due to a greater number of deposit accounts resulting from the merger.

Non-interest expense for the three and nine months ended September 30, 2013 was $599,000 and $3,236,000 greater than the comparable periods in 2012. 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. The nine-month period ended September 30, 2013 also includes $1,326,000 in costs related to the merger with Citizens National Bank that were recognized during the first and second quarters.     These expense increases during the nine-month period were partially offset by a gain recognized on the sale of other real estate owned property during the first quarter 2013.

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio.  LCNB Corp.’s only business is ownership of LCNB National Bank, which has 31 offices located in Warren, Butler, Montgomery, Clinton, Clermont, Hamilton, Fayette, and Ross 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)

Condensed Income Statement	Three Months Ended September 30,					Nine Months Ended September 30,
	2013			2012		2013		2012
Interest income	$	8,450		7,404		24,931		22,706
Interest expense	995			1,190		3,138		3,784
Net interest income	7,455			6,214		21,793		18,922
Provision for loan losses	178			436		369		742
Net interest income after provision	7,277			5,778		21,424		18,180
Non-interest income	2,047			2,205		6,732		6,296
Non-interest expense	6,163			5,564		19,578		16,342
Income before income taxes	3,161			2,419		8,578		8,134
Provision for income taxes	804			572		2,145		2,023
Net income	$	2,357		1,847		6,433		6,111
Dividends per common share	$	0.16		0.16		0.48		0.48
Earnings per common share:
Basic	0.31			0.27		0.85		0.91
Diluted	0.30			0.27		0.83		0.90
Average shares outstanding:
Basic	7,636,098			6,721,699		7,592,818		6,713,959
Diluted	7,787,098			6,797,675		7,722,686		6,787,000
Selected Financial Ratios:
Return on average assets	0.99		%	0.90	%	0.91	%	1.01	%
Return on average equity	10.27		%	8.98	%	9.24	%	10.17	%
Dividend payout ratio	51.61		%	59.26	%	56.47	%	52.75	%
Net interest margin (tax equivalent)	3.57		%	3.44	%	3.55	%	3.55	%

Selected Balance Sheet Items	September 30, 2013				December 31, 2012
Investment securities	$	296,819			276,970
Loans	566,109				453,783
Less allowance for loan losses	(3,423		)		(3,437)
Net loans	562,686				450,346
Total assets	942,349				788,637
Total deposits	808,335				671,471
Short-term borrowings	22,811				13,756
Long-term debt	12,446				13,705
Total shareholders’ equity	92,215				82,006
Shares outstanding at period end	7,640,163				6,731,900
Book value per share	$	12.07			12.18
Tangible book value per share	9.93				11.29
Equity to assets ratio	9.79			%	10.40	%
Assets Under Management
LCNB Corp. total assets	$	942,349			788,637
Trust and investments (fair value)	248,104				221,558
Mortgage loans serviced	91,125				71,568
Business cash management	6,946				6,673
Brokerage accounts (fair value)	110,697				96,424
Total assets managed	$	1,399,221			1,184,860

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