株探米国株
日本語 英語
エドガーで原本を確認する
0001074902FALSE00010749022023-01-012023-12-31

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 31, 2024
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))

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

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 31, 2024, LCNB Corp. issued an earnings release announcing its financial results for the three and twelve months ended December 31, 2023. 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 January 31, 2024, LCNB Corp. issued an earnings release announcing its financial results for the three and twelve months ended December 31, 2023. 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 January 31, 2024
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: January 31, 2024
By: /s/ Robert C. Haines II              
Robert C. Haines II
Chief Financial Officer


EX-99.1 2 lcnbform8-k12312023xex991.htm EX-99.1 Document

Exhibit 99.1
Press Release
image_0a.jpg
Two North Broadway
Lebanon, Ohio 45036

Company Contact:
Eric J. Meilstrup
President and Chief Executive Officer
LCNB National Bank
(513) 932-1414
shareholderrelations@lcnb.com
Investor and Media Contact:
Andrew M. Berger
Managing Director
SM Berger & Company, Inc.
(216) 464-6400
andrew@smberger.com

LCNB CORP. REPORTS FINANCIAL RESULTS FOR
THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2023

Profitability impacted primarily by one-time acquisition related operating and provision expenses and higher interest expense
Core profitability remains solid and supported by record annual non-interest income
Asset quality remains excellent with total nonperforming loans to total loans of 0.01% at December 31, 2023
LCNB successfully completed the Cincinnati Bancorp, Inc. acquisition on November 1, 2023
Eagle Financial Bancorp, Inc. acquisition expected to close during the 2024 second quarter

LEBANON, Ohio--LCNB Corp. ("LCNB") (NASDAQ: LCNB) today announced financial results for the three and twelve months ended December 31, 2023.

Commenting on the financial results, LCNB President and Chief Executive Officer Eric Meilstrup said, “I am pleased with the progress we made in 2023 executing our multi-year strategic growth plan, maintaining excellent asset quality, and returning additional capital back to our shareholders through our higher annual dividend, despite a challenging operating environment and restrictive Federal Reserve monetary policies. In November 2023, we successfully closed the Cincinnati Bancorp, Inc. (“Cincinnati Federal”) acquisition and announced the acquisition of Eagle Financial Bancorp, Inc. (“EFBI” or “Eagle”), the holding company for EAGLE.bank, which we expect to close during the 2024 second quarter. Upon completion of the EFBI transaction, LCNB will have 25 branches and $1.4 billion in deposits within the Cincinnati MSA, adding to LCNB’s position as one of the largest community banks in Southwest Ohio.

Mr. Meilstrup continued, “As expected, fourth-quarter profitability was impacted by one-time expenses associated with the Cincinnati Federal and EFBI acquisitions. While we expect one-time merger-related expenses will continue throughout the first half of 2024, we believe we are well positioned for earnings growth to reaccelerate in the fourth quarter of 2024. In addition, I am pleased with the core growth we experienced in 2023, as total assets, net loans, and total deposits all grew organically. This growth is a direct result of the efforts of our team members, our local presence in compelling Ohio and Kentucky markets, and the tremendous value we provide our communities. We also continued to see strong LCNB Wealth Management growth, which helped support record annual noninterest income in 2023. As we look to 2024, we believe it to be a year of continued investment and transformation that we expect will create the necessary platform to drive significant value for our shareholders in 2025 and beyond.”







Income Statement
For the 2023 fourth quarter, LCNB reported a net loss of $293,000, compared to net income of $6,408,000 for the same period last year. The Company reported a net loss per basic and diluted share for the 2023 fourth quarter of $0.02, compared to net income of $0.57 per basic and diluted share for the same period last year. Net income for the twelve-month period ended December 31, 2023, was $12,628,000, compared to $22,128,000 for the same period last year. Earnings per basic and diluted share for the twelve-month period ended December 31, 2023, were $1.10, compared to $1.93 for the same period last year.

Adjusted net income accounts for the impact of one-time merger-related expenses, net of tax, associated with the Cincinnati Federal and EFBI acquisitions. Adjusted net income for the 2023 fourth quarter was $4,241,000, or $0.34 per diluted share, compared to $6,408,000, or $0.57 per diluted share, for the same period last year. Adjusted net income for the twelve-month period ended December 31, 2023, was $17,834,000, or $1.56 per diluted share, compared to $22,128,000, or $1.93 per diluted share, in the prior year period.

Pre-tax, pre-provision net income, adjusted for one-time acquisition related expense, was $5,603,000 for the three months ended December 31, 2023, compared to $7,772,000 for the comparable period in 2022. For the twelve-month period ended December 31, 2023, pre-tax, pre-provision net income, adjusted for one-time acquisition related expense, was $21,993,000, compared to $27,196,000 for the same period a year ago.

Net interest income for the three months ended December 31, 2023, was $14,659,000, compared to $16,208,000 for the comparable period in 2022. Net interest income for the twelve-month period ended December 31, 2023, was $56,349,000, as compared to $61,042,000 in the same period last year. Contributing to the variances for both the three and twelve-month periods were increases in the amount of long and short-term borrowings combined with higher interest expense associated with the rapid year-over-year increase in the Effective Federal Funds Rate. An increase in interest income from loans due to increases in the volume of average loans outstanding and the average rates earned on these loans partially offset the borrowings and deposit interest expense-related variances. For the 2023 fourth quarter, LCNB’s tax equivalent net interest margin was 2.99%, compared to 3.77% for the same period last year. For the 2023 twelve-month period, LCNB’s tax equivalent net interest margin was 3.14%, compared to 3.55% for the same period last year.

Non-interest income for the three months ended December 31, 2023, was $4,606,000, compared to $3,629,000 for the same period last year. For the twelve months ended December 31, 2023, non-interest income increased $1,123,000, or by 7.9%, to $15,411,000, compared to $14,288,000 for the same period last year. The increase in non-interest income for the twelve-month period was primarily due to higher fiduciary income, a decrease in net losses recognized on equity securities, and higher gains on sales of loans, partially offset by decreased service charges and fees on deposit accounts.

Non-interest expense for the three months ended December 31, 2023, was $5,511,000 higher than the comparable period in 2022, primarily due to higher personnel and operating expenses primarily associated the integration of Cincinnati Federal and $3,914,000 of one-time expenses associated with the Cincinnati Federal and EFBI acquisitions. For the twelve months ended December 31, 2023, non-interest expense was $6,289,000 higher than the comparable period in 2022, partially due to $4,656,000 in acquisition-related expenses, and higher personnel and operating expenses primarily associated the integration of Cincinnati Federal. In addition, non-interest expense for the 2022 twelve-month period included $471,000 in losses from the sales of two office buildings as a result of the Company’s branch consolidation strategy, which was offset by an $889,000 gain from the sale of other real estate owned recognized during the 2022 second quarter.

Capital Allocation
During the twelve months ended December 31, 2023, LCNB invested $3.3 million to repurchase 199,913 shares of its outstanding stock at an average price of $16.47 per share. This equates to approximately 1.78% of the Company’s outstanding common stock prior to the repurchase. At December 31, 2023, LCNB had 315,047 shares remaining under its February 2023 share repurchase program.

For the full year ended December 31, 2023, LCNB paid $0.85 per share in dividends, a 4.9% increase from $0.81 per share for the full year ended December 31, 2022. On November 20, 2023, LCNB’s Board of Directors approved a 4.8% increase in the Company’s regular quarterly cash dividend payment from $0.21 per share to $0.22 per share. LCNB’s regular cash dividend payment has increased 32.8% from $0.64 per share in 2017 to $0.85 per share in 2023.






Balance Sheet
Total assets at December 31, 2023 increased 19.4% to a record $2.29 billion from $1.92 billion at December 31, 2022. Net loans at December 31, 2023, increased 22.7% to a record $1.71 billion, compared to $1.40 billion at December 31, 2022. The year-over-year improvement resulted primarily from the contribution of continued organic loan growth and the completion of the Cincinnati Federal acquisition. Not including the Cincinnati Federal acquisition, total net loans increased 5.8% organically, or by $80.6 million from the same period a year ago.

Total deposits at December 31, 2023, increased 13.7% to $1.82 billion, compared to $1.60 billion at December 31, 2022. Not including the Cincinnati Federal acquisition, total deposits increased 0.6% organically, or by $8.9 million from December 31, 2022.

Assets Under Management
Total assets managed at December 31, 2023 were a record $3.88 billion, compared to $3.10 billion at December 31, 2022. The year-over-year increase in total assets managed was primarily due to the Cincinnati Federal acquisition, and organic growth in LCNB Corp. total assets, trust and investments, and brokerage accounts. Organically, trust and investments and brokerage accounts increased due to a higher number of new LCNB Wealth Management customer accounts opened during 2023 and an increase in the fair value of managed assets. Mortgage loans serviced increased primarily due to the Cincinnati Federal acquisition.

Asset Quality
For the 2023 fourth quarter, LCNB recorded a provision for credit losses of $2.2 million, compared to a total net recovery of credit losses of $19,000 for the 2022 fourth quarter. For the twelve months ended December 31, 2023, LCNB recorded a provision for credit losses of $2.1 million, compared to $250,000 for the twelve months ended December 31, 2022. Included in the provision for credit losses for the three and twelve months ended December 31, 2023 was a $1.7 million provision expense related to loans acquired through the Cincinnati Federal acquisition that were not considered purchased with credit deterioration ("non-PCD loans").

Net charge-offs for the 2023 fourth quarter were $102,000, or 0.02% of average loans, compared to net recoveries of $21,000, or 0.01% of average loans, for the same period last year. For the 2023 twelve-month period, net charge-offs were $184,000, or 0.01% of average loans, compared to net charge-offs of $110,000, or 0.01% of average loans, for the 2022 twelve-month period.

Total nonperforming loans, which include non-accrual loans and loans past due 90 days or more and still accruing interest, decreased $278,000 from $430,000 or 0.03% of total loans at December 31, 2022, to $152,000 or 0.01% of total loans at December 31, 2023. The nonperforming assets to total assets ratio was 0.01% at December 31, 2023, compared to 0.02% at December 31, 2022.

Merger Agreement with Eagle Financial Bancorp, Inc.
LCNB and EFBI (OTCQB: EFBI) signed a definitive merger agreement on November 29, 2023, whereby LCNB will acquire EFBI in a stock-and-cash transaction. EAGLE.bank operates three full-service banking offices in Cincinnati, Ohio.

Pursuant to the terms of the merger agreement, which has been approved by the Board of Directors of each company, EFBI shareholders will have the opportunity to elect to receive either 1.1401 shares of LCNB stock or $19.10 per share in cash for each share of EFBI common stock owned, subject to at least 60%, but not more than 70% of the shares of EFBI being exchanged for LCNB common stock. The transaction is anticipated to close during the second quarter of 2024. Closure is subject to customary closing conditions as described in the merger agreement, including receipt of certain regulatory approvals.













About LCNB Corp.
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 and Northern Kentucky. 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 also provides community-oriented banking services to customers in Northern Kentucky through a bank office in Boone County, Kentucky. 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.

Forward-Looking Statements
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, 2022, 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 future acquisitions may be unsuccessful or may be more difficult, time-consuming, or costly than expected;
3.LCNB may incur increased loan charge-offs in the future and the allowance for credit losses may be inadequate;
4.LCNB may face competitive loss of customers;
5.changes in the interest rate environment, which may include further interest rate increases, may have results on LCNB’s operations materially different from those anticipated by LCNB’s market risk management functions;
6.changes in general economic conditions and increased competition could adversely affect LCNB’s operating results;
7.changes in regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impact LCNB’s operating results;
8.LCNB may experience difficulties growing loan and deposit balances;
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;
10.global geopolitical relations and/or conflicts could create financial market uncertainty and have negative impacts on commodities and currency, which could adversely affect LCNB's operating results and financial condition;
11.difficulties with technology or data security breaches, including cyberattacks, could negatively affect LCNB's ability to conduct business and its relationships with customers, vendors, and others;
12.adverse weather events and natural disasters and global and/or national epidemics could negatively affect LCNB’s customers given its concentrated geographic scope, which could impact LCNB’s operating results; and
13.government intervention in the U.S. financial system, including the effects of legislative, tax, accounting, and regulatory actions and reforms, including the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, 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, the Tax Cuts and Jobs Act, changes in deposit insurance premium levels, and any such future regulatory actions or reforms.

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 3 lcnbform8-k12312023xex992.htm EX-99.2 Document





Exhibit 99.2
LCNB Corp. and Subsidiaries
Financial Highlights
 (Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended Twelve Months Ended
12-31-2023 09-30-2023 06-30-2023 03-31-2023 12-31-2022 12-31-2023 12-31-2022
Condensed Income Statement
Interest income
$ 23,310  $ 19,668  18,703  17,918  17,719  79,599 65,753
Interest expense
8,651  6,097  4,526  3,976  1,511  23,250 4,711
Net interest income
14,659  13,571  14,177  13,942  16,208  56,349 61,042
Provision for (recovery of) credit losses
2,218  (114) 30  (57) (19) 2,077 250
Net interest income after provision for (recovery of) credit losses
12,441  13,685  14,147  13,999  16,227  54,272 60,792
Non-interest income
4,606  3,578  3,646  3,581  3,629  15,411 14,288
Non-interest expense
17,576  12,244  12,078  12,525  12,065  54,423 48,134
Income before income taxes
(529) 5,019  5,715  5,055  7,791  15,260 26,946
Provision for (benefit from) income taxes
(236) 949  1,021  898  1,383  2,632 4,818
Net income (loss)
$ (293) $ 4,070  $ 4,694  $ 4,157  6,408  12,628  22,128 
Supplemental Income Statement Information
Amort/Accret income on acquired loans
$ 410  $ —  —  75  249 484 520
Tax-equivalent net interest income
$ 14,703  $ 13,617  14,223  13,989  16,257 56,532 61,242
Per Share Data
Dividends per share
$ 0.22  $ 0.21  0.21  0.21  0.21 0.85 0.81
Basic earnings (loss) per common share
$ (0.02) $ 0.37  0.42  0.37  0.57 1.10 1.93
Diluted earnings (loss) per common share
$ (0.02) $ 0.37  0.42  0.37  0.57 1.10 1.93
Book value per share
$ 17.86  $ 18.10  18.20  18.22  17.82 17.86 17.82
Tangible book value per share
$ 11.16  $ 12.72  12.81  12.86  12.48 11.16 12.48
Weighted average common shares outstanding:
Basic
12,378,289  11,038,720  11,056,308  11,189,170  11,211,328 11,417,857 11,410,981
Diluted
12,378,289  11,038,720  11,056,308  11,189,170  11,211,328 11,417,857 11,410,981
Shares outstanding at period end
13,173,569  11,123,382  11,116,080  11,202,063  11,259,080 13,173,569 11,259,080
Selected Financial Ratios
Return on average assets
(0.05)% 0.82% 0.98% 0.88% 1.34% 0.63% 1.16%
Return on average equity
(0.53)% 7.92% 9.22% 8.33% 12.90% 6.08% 10.62%
Return on average tangible common equity (0.72)% 11.21% 13.07% 11.85% 18.59% 8.54% 14.96%
Dividend payout ratio
NM 56.76% 50.00% 56.76% 36.84% 77.27% 41.97%
Net interest margin (tax equivalent)
2.99% 3.04% 3.28% 3.28% 3.77% 3.14% 3.55%
Efficiency ratio (tax equivalent)
91.02% 71.21% 67.59% 71.29% 60.67% 75.65% 63.73%
Selected Balance Sheet Items
Cash and cash equivalents
$ 39,723  $ 43,422  26,020  31,876  22,701 
Debt and equity securities
318,723  309,094  314,763  328,194  323,167 
Loans:
Commercial and industrial $ 120,411  $ 125,751  127,553  124,240  120,236 
Commercial, secured by real estate 1,107,556  981,787  961,173  932,208  938,022 
Residential real estate 459,073  313,286  312,338  303,051  305,575 
Consumer 25,578  27,018  29,007  28,611  28,290 
Agricultural 10,952  11,278  9,955  7,523  10,054 
Other, including deposit overdrafts 82  80  69  62  81 
Deferred net origination fees (181) (796) (844) (865) (980)
  Loans, gross
1,723,471  1,458,404  1,439,251  1,394,830  1,401,278 
Less allowance for credit losses on loans
10,525  7,932  7,956  7,858  5,646 
  Loans, net
$ 1,712,946  $ 1,450,472  $ 1,431,295  $ 1,386,972  $ 1,395,632 
"NM" - Not Meaningful







Three Months Ended Twelve Months Ended
12-31-2023 09-30-2023 06-30-2023 03-31-2023 12-31-2022 12-31-2023 12-31-2022
Selected Balance Sheet Items, continued
Allowance for Credit Losses on Loans:
Allowance for credit losses, beginning of period $ 7,932  7,956  7,858  5,646  5,644 
Cumulative change in accounting principle - ASC 326
—  —  —  2,196  — 
Fair value adjustment for purchased credit deteriorated loans 493  —  —  —  — 
Provision for (recovery of) credit losses 2,203  131  32  (19)
Losses charged off (126) (57) (49) (36) (60)
Recoveries 23  24  16  20  81 
Allowance for credit losses, end of period $ 10,525  7,932  7,956  7,858  5,646 
Total earning assets
$ 2,045,382  $ 1,787,796  1,756,157  1,736,829  $ 1,726,902 
Total assets
2,291,592  1,981,668  1,950,763  1,924,808  1,919,398 
Total deposits
1,824,389  1,616,890  1,596,709  1,603,881  1,604,970 
Short-term borrowings
97,395  30,000  112,289  76,500  71,455 
Long-term debt
113,123  112,641  18,122  18,598  19,072 
Total shareholders’ equity
235,303  201,349  202,316  204,072  200,675 
Equity to assets ratio
10.27  % 10.16  % 10.37  % 10.60  % 10.46  %
Loans to deposits ratio
94.47  % 90.20  % 90.14  % 86.97  % 87.31  %
Tangible common equity (TCE)
$ 146,999  $ 141,508  142,362  144,006  140,489 
Tangible common assets (TCA)
2,203,288  1,921,827  1,890,809  1,864,742  1,859,212 
TCE/TCA
6.67  % 7.36  % 7.53  % 7.72  % 7.56  %
Selected Average Balance Sheet Items
Cash and cash equivalents
$ 49,436  $ 36,177  30,742  35,712  $ 24,330  $ 38,040  $ 30,364 
Debt and equity securities
310,274  313,669  321,537  327,123  323,195  318,082  335,051 
Loans
$ 1,622,911  $ 1,451,153  1,405,939  1,389,385  $ 1,383,809  $ 1,467,981  $ 1,380,272 
Less allowance for credit losses on loans
8,826  7,958  7,860  7,522  5,647  8,046  5,629 
Net loans
$ 1,614,085  1,443,195  1,398,079  1,381,863  $ 1,378,162  $ 1,459,935  $ 1,374,643 
Total earning assets
$ 1,952,121  $ 1,775,713  1,737,256  1,729,008  1,711,524  1,799,102  1,724,350 
Total assets
2,182,477  1,971,269  1,927,956  1,922,031  1,903,624  2,001,565  1,915,716 
Total deposits
1,759,677  1,610,508  1,604,346  1,583,857  1,637,201  1,640,000  1,652,309 
Short-term borrowings
64,899  63,018  79,485  94,591  21,433  75,383  14,482 
Long-term debt
115,907  72,550  18,514  18,983  23,855  56,798  17,910 
Total shareholders’ equity
220,678  203,967  204,085  202,419  197,014  207,827  208,271 
Equity to assets ratio
10.11  % 10.35  % 10.59  % 10.53  % 10.35  % 10.38  % 10.87  %
Loans to deposits ratio
92.23  % 90.11  % 87.63  % 87.72  % 84.52  % 89.51  % 83.54  %
Asset Quality
Net charge-offs (recoveries)
$ 102  $ 33  33  16  (21) 184 110
Other real estate owned
—  —  —  —  — 
Non-accrual loans
$ 80  $ 85  451  701  391  80  391 
Loans past due 90 days or more and still accruing
72  176  256  —  39  72  39 
Total nonperforming loans
$ 152  261  707  701  430  152  430 
Net charge-offs (recoveries) to average loans
0.02  % 0.01  % 0.01  % 0.00  % (0.01) % 0.01  % 0.01  %
Allowance for credit losses on loans to total loans
0.61  % 0.54  % 0.55  % 0.56  % 0.40  %
Nonperforming loans to total loans
0.01  % 0.02  % 0.05  % 0.05  % 0.03  %
Nonperforming assets to total assets
0.01  % 0.01  % 0.04  % 0.04  % 0.02  %







Three Months Ended Twelve Months Ended
12-31-2023 09-30-2023 06-30-2023 03-31-2023 12-31-2022 12-31-2023 12-31-2022
Assets Under Management
LCNB Corp. total assets
$ 2,291,592  1,981,668  1,950,763  1,924,808  1,919,398 
Trust and investments (fair value)
806,770  731,342  744,149  716,578  678,366 
Mortgage loans serviced
391,800  146,483  143,093  142,167  148,412 
Cash management
2,375  2,445  2,668  1,831  1,925 
Brokerage accounts (fair value)
392,390  368,854  384,889  374,066  347,737 
Total assets managed
3,884,927  3,230,792  3,225,562  3,159,450  3,095,838 
Reconciliation of Net Income Less Tax-Effected Merger-Related Costs
Net income (loss)
$ (293) 4,070  4,694  4,157  6,408  12,628  22,128 
Merger expenses
3,914  302  415  25  —  4,656  — 
Provision for credit losses on non-PCD loans
1,722  —  —  —  —  1,722  — 
Tax effect (1,102) (3) (63) (4) —  (1,172) — 
Adjusted net income
$ 4,241  4,369  5,046  4,178  6,408  17,834  22,128 
Adjusted basic and diluted earnings per share $ 0.34  $ 0.40  0.45  0.37  0.57  1.56 1.93
Adjusted return on average assets 0.77  % 0.88  % 1.05  % 0.88  % 1.34  % 0.89  % 1.16  %
Adjusted return on average equity 7.62  % 8.50  % 9.92  % 8.37  % 12.90  % 8.58  % 10.62  %









Three Months Ended December 31, Three Months Ended September 30,
2023 2022 2023
Average
Outstanding
Balance
Interest
Earned/
Paid
Average
Yield/
Rate
Average
Outstanding
Balance
Interest
Earned/
Paid
Average
Yield/
Rate
Average
Outstanding
Balance
Interest
Earned/
Paid
Average
Yield/
Rate
Loans (1) $ 1,622,911  21,113  5.16  % $ 1,383,809  15,887  4.55  % $ 1,451,153  17,875  4.89  %
Interest-bearing demand deposits 18,936  280  5.87  % 4,520  56  4.92  % 10,891  152  5.54  %
Federal Reserve Bank stock 4,930  144  11.59  % 4,652  140  11.94  % 4,652  —  —  %
Federal Home Loan Bank stock 12,607  273  8.59  % 4,106  66  6.38  % 7,007  134  7.59  %
Investment securities:
Equity securities 4,415  62  5.57  % 4,353  29  2.64  % 3,382  38  4.46  %
Debt securities, taxable 265,736  1,273  1.90  % 283,442  1,355  1.90  % 274,494  1,296  1.87  %
Debt securities, non-taxable (2) 22,586  209  3.67  % 26,642  235  3.50  % 24,134  219  3.60  %
Total earnings assets 1,952,121  23,354  4.75  % 1,711,524  17,768  4.12  % 1,775,713  19,714  4.40  %
Non-earning assets 239,182  197,747  203,514 
Allowance for credit losses (8,826) (5,647) (7,958)
Total assets $ 2,182,477  $ 1,903,624  $ 1,971,269 
Interest-bearing demand and money market deposits $ 574,349  2,710  1.87  % $ 520,158  610  0.47  % $ 541,487  2,298  1.68  %
Savings deposits 402,791  323  0.32  % 444,632  153  0.14  % 379,515  129  0.13  %
IRA and time certificates 302,434  3,321  4.36  % 150,175  426  1.13  % 230,030  1,999  3.45  %
Short-term borrowings 64,899  918  5.61  % 21,433  96  1.78  % 63,018  830  5.23  %
Long-term debt 115,907  1,379  4.72  % 23,855  226  3.76  % 72,550  841  4.60  %
Total interest-bearing liabilities 1,460,380  8,651  2.35  % 1,160,253  1,511  0.52  % 1,286,600  6,097  1.88  %
Demand deposits 480,103  522,236  459,476 
Other liabilities 21,316  24,121  21,226 
Equity 220,678  197,014  203,967 
Total liabilities and equity $ 2,182,477  $ 1,903,624  $ 1,971,269 
Net interest rate spread (3) 2.40  % 3.60  % 2.52  %
Net interest income and net interest margin on a taxable-equivalent basis (4) 14,703  2.99  % 16,257  3.77  % 13,617  3.04  %
Ratio of interest-earning assets to interest-bearing liabilities 133.67  % 147.51  % 138.02  %
(1) Includes non-accrual loans.
(2) Income from tax-exempt securities is included in interest income on a taxable-equivalent basis.  Interest income has been divided
(3) The net interest spread is the difference between the average rate on total interest-earning assets and interest-bearing liabilities.
(4) The net interest margin is the taxable-equivalent net interest income divided by average interest-earning assets.








Exhibit 99.2
LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
December 31, 2023
(Unaudited)
December 31, 2022
ASSETS:
Cash and due from banks $ 36,535  20,244 
Interest-bearing demand deposits 3,188  2,457 
Total cash and cash equivalents 39,723  22,701 
Investment securities:
Equity securities with a readily determinable fair value, at fair value 1,336  2,273 
Equity securities without a readily determinable fair value, at cost 3,666  2,099 
Debt securities, available-for-sale, at fair value 276,601  289,850 
Debt securities, held-to-maturity, at cost, net 16,858  19,878 
Federal Reserve Bank stock, at cost 5,086  4,652 
Federal Home Loan Bank stock, at cost 15,176  4,415 
Loans, net 1,712,946  1,395,632 
Premises and equipment, net 36,302  33,042 
Operating lease right-of-use assets 6,000  6,525 
Goodwill 79,509  59,221 
Core deposit and other intangibles, net 9,494  1,827 
Bank-owned life insurance 49,847  44,298 
Interest receivable 8,405  7,482 
Other assets, net 30,643  25,503 
TOTAL ASSETS $ 2,291,592  1,919,398 
LIABILITIES:
Deposits:
Noninterest-bearing $ 462,267  505,824 
Interest-bearing 1,362,122  1,099,146 
Total deposits 1,824,389  1,604,970 
Short-term borrowings 97,395  71,455 
Long-term debt 113,123  19,072 
Operating lease liabilities 6,261  6,647 
Accrued interest and other liabilities 15,121  16,579 
TOTAL LIABILITIES 2,056,289  1,718,723 
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; issued 16,384,952 and 14,270,550 shares at December 31, 2023 and December 31, 2022, respectively; outstanding 13,173,569 and 11,259,080 shares at December 31, 2023 and December 31, 2022, respectively 173,637  144,069 
Retained earnings 140,017  139,249 
Treasury shares at cost, 3,211,383 and 3,011,470 shares at December 31, 2023 and December 31, 2022, respectively (56,015) (52,689)
Accumulated other comprehensive loss, net of taxes (22,336) (29,954)
TOTAL SHAREHOLDERS' EQUITY 235,303  200,675 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,291,592  $ 1,919,398 







Exhibit 99.2
LCNB CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2023 2022 2023 2022
INTEREST INCOME:
Interest and fees on loans $ 21,113  15,887  71,894  59,247 
Dividends on equity securities:
With a readily determinable fair value 16  43  56 
Without a readily determinable fair value 53  13  132  29 
Interest on debt securities:
Taxable 1,273  1,355  5,235  5,027 
Non-taxable 165  186  688  753 
Other investments 697  262  1,607  641 
TOTAL INTEREST INCOME 23,310  17,719  79,599  65,753 
INTEREST EXPENSE:
Interest on deposits 6,354  1,189  16,571  3,682 
Interest on short-term borrowings 918  96  4,060  416 
Interest on long-term debt 1,379  226  2,619  613 
TOTAL INTEREST EXPENSE 8,651  1,511  23,250  4,711 
NET INTEREST INCOME 14,659  16,208  56,349  61,042 
PROVISION FOR (RECOVERY OF) CREDIT LOSSES 2,218  (19) 2,077  250 
NET INTEREST INCOME AFTER PROVISION FOR (RECOVERY OF) CREDIT LOSSES 12,441  16,227  54,272  60,792 
NON-INTEREST INCOME:
Fiduciary income 1,828  1,617  7,091  6,468 
Service charges and fees on deposit accounts 1,532  1,532  5,856  6,190 
Bank-owned life insurance income 306  271  1,136  1,074 
Gains from sales of loans 659  697  196 
Other operating income 281  201  631  360 
TOTAL NON-INTEREST INCOME 4,606  3,629  15,411  14,288 
NON-INTEREST EXPENSE:
Salaries and employee benefits 7,654  7,192  29,108  28,483 
Equipment expenses 441  395  1,616  1,629 
Occupancy expense, net 934  767  3,301  3,067 
State financial institutions tax 439  428  1,628  1,740 
Marketing 366  339  1,101  1,184 
Amortization of intangibles 196  113  532  478 
FDIC insurance premiums, net 269  133  932  530 
Contracted services 798  601  2,776  2,503 
Other real estate owned, net (866)
Merger-related expenses 3,914  —  4,656  — 
Other non-interest expense 2,564  2,089  8,769  9,386 
TOTAL NON-INTEREST EXPENSE 17,576  12,065  54,423  48,134 
INCOME BEFORE INCOME TAXES (529) 7,791  15,260  26,946 
PROVISION FOR (BENEFIT FROM) INCOME TAXES (236) 1,383  2,632  4,818 
NET INCOME $ (293) 6,408  12,628  22,128 
Earnings per common share:
Basic (0.02) 0.57  1.10  1.93 
Diluted (0.02) 0.57  1.10  1.93 
Weighted average common shares outstanding:
Basic 12,378,289  11,211,328  11,417,857  11,410,981 
Diluted 12,378,289  11,211,328  11,417,857  11,410,981