EX-13 2 exhibit13.htm EXHIBIT EXHIBIT13


EXHIBIT 13

LCNB Corp. 2013 Annual Report

CEO’s and President's Letter to Shareholders (page 1 and 2 of Annual Report):
Dear Shareholder,
What an exciting and productive year for your Bank. We are pleased to announce solid financial results for the year 2013. Earnings, growth, stock price, and dividends were all strong compared to peers and we are very proud of the team that made that happen.

The past year has been a year of milestones for LCNB. We entered 2013 with the closing on the acquisition of Citizens National Bank of Chillicothe. CNB added $151 million in assets and six offices in Ross and Fayette counties. After a successful conversion of CNB’s offices, another financial institution asked us if we would be interested in buying their bank. In the fourth quarter we entered into an agreement to purchase Eaton National Bank and Trust. ENB had 167 years of successful operations serving Preble County with five offices. ENB offered a good geographical fit for LCNB and the bank’s culture was very much like ours. That closing took place in January of 2014 and was successfully converted in early February. LCNB now has thirty-six offices located in nine Ohio counties. Another milestone that occurred during the fourth quarter was the successful issuance of 1,642,857 new shares of voting common stock at 1.80 times tangible book value on a pro-forma basis providing LCNB with $26.9 million in new capital that was used to fund the purchase of Eaton National Bank and for other general corporate purposes.

As predicted, the consolidation of the banking industry continues. While not pleased by the reasons for consolidation, we are uniquely positioned to be an acquirer of choice. We have the currency, team, and expertise to take LCNB National Bank forward successfully and aggregate good community banks together to insure the survival of community bank values. At LCNB we are very proud to say we are a community bank and we strongly believe that community banks serve a vital role in the health of the communities in which they are located.

The financial results for 2013 include a return on average assets of 0.93% and a return on average equity of 9.02%. Included in the expenses for 2013 were merger and restructuring expenses totaling $1.4 million on a pre-tax basis. Most of these merger expenses were related to the CNB acquisition. If these tax-effected expenses are not included in the calculations, our return on average assets and our return on average equity would be 1.03% and 9.93% for 2013. Net income was $8.8 million, resulting in total basic earnings per share of $1.12. Total shareholders’ equity increased $36.9 million from December 31, 2012 to December 31, 2013, an increase of 45%. Our equity to assets ratio improved from 10.4% on December 31, 2012 to 12.75% on December 31, 2013. Loan quality showed improvement in 2013 with the provision for loan losses decreasing $763,000 from the prior year end and net loan charge-offs decreasing from $845,000 in 2012 to $437,000 in 2013.








An acquisition requires extra work from all the bank employees. Our team worked hard to insure that our current and our new customers received the best service we could provide while integrating the acquired banks. This work includes mapping one bank’s accounts to LCNB’s, converting those accounts, training employees, communicating to our new customers, and solving the inevitable problems that arise from a conversion. The LCNB team worked together to get the job done. Even while accomplishing the conversion, additional tasks were accomplished. New software was installed in 2013 to more efficiently process commercial loans and to provide faster service to our loan customers. Because of our growth more personnel were added to insure that LCNB maintains the strong support our customers’ expect. Additional commercial loan officers were added, the Call Center added personnel to better handle customers’ questions, and new Investment Service representatives were added to serve our expanding market. To remain a strong community bank the LCNB Board of Directors and management feel that it is vital that LCNB strive to provide the best service to our customers.

Additional statistical data and information on our financial performance for 2013 is available in the LCNB Corp. Annual Report on Form 10-K. This report is filed annually with the Securities and Exchange Commission. We have enclosed the Form 10-K with the initial mailing of this report to shareholders and it is available upon request or from the shareholder information section on our website, www.LCNB.com or www.lcnbcorp.com.

The Annual Meeting for LCNB Corp. will be Tuesday, April 29th, 2013 at 10:00 a.m. at our Main Office located at 2 North Broadway in Lebanon, Ohio. Proxy material is included with this initial mailing. Please review, sign, and return the proxy in the envelope provided. We would be pleased to have you attend our annual meeting in person. Thank you for your continued support.

/s/ Stephen P. Wilson
 
/s/ Steve P. Foster
Stephen P. Wilson
Chairman and CEO
 
Steve P. Foster
President









FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)


 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
 
 
 
 
 
 
 
 
 
 
Income Statement
 
 
 
 
 
 
 
 
 
Net interest income
$
29,432

 
25,049

 
25,706

 
25,697

 
24,838

 
 
 
 
 
 
 
 
 
 
Net income from continuing operations
8,780

 
8,270

 
7,322

 
9,133

 
7,687

Income from discontinued operations, net of tax

 

 
793

 
240

 
79

Net income
8,780

 
8,270

 
8,115

 
9,373

 
7,766

 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
8,780

 
8,270

 
8,115

 
9,373

 
6,658

 
 
 
 
 
 
 
 
 
 
Dividends declared per common share
0.64

 
0.64

 
0.64

 
0.64

 
0.64

 
 
 
 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
 
 
 
Continuing operations
1.12

 
1.23

 
1.09

 
1.37

 
0.99

Discontinued operations

 

 
0.12

 
0.03

 
0.01

 
 
 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
 
 
Continuing operations
1.10

 
1.22

 
1.08

 
1.36

 
0.98

Discontinued operations

 

 
0.12

 
0.03

 
0.01

 
 
 
 
 
 
 
 
 
 
Balance Sheet
 
 
 
 
 
 
 
 
 
Loans, net
$
570,766

 
450,346

 
458,331

 
452,350

 
457,418

Earning assets
857,653

 
732,968

 
736,119

 
706,226

 
678,055

Total assets
932,338

 
788,637

 
791,570

 
760,134

 
734,409

Total deposits
785,761

 
671,471

 
663,562

 
638,539

 
624,179

Short-term borrowings
8,655

 
13,756

 
21,596

 
21,691

 
14,265

Long-term debt
12,102

 
13,705

 
21,373

 
23,120

 
24,960

Total shareholders' equity
118,873

 
82,006

 
77,960

 
70,707

 
65,615

Per common share:
  Book value at year end
12.80

 
12.18

 
11.63

 
10.57

 
9.81

 
 
 
 
 
 
 
 
 
 
Performance Ratios
 
 
 
 
 
 
 
 
 
Return on average assets
0.93
%
 
1.02
%
 
1.02
%
 
1.22
%
 
1.07
%
Return on average
  shareholders’ equity
9.02
%
 

10.22%

 

10.89%

 

13.36%

 

10.43%









LCNB CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
At December 31,
(Dollars in thousands)
 
 
 
 
2013
 
2012
 
ASSETS:
 
 
 
 
 
Cash and due from banks
 
$
10,410

 
11,260

 
Interest-bearing demand deposits
 
4,278

 
2,215

 
Total cash and cash equivalents
 
14,688

 
13,475

 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
Available-for-sale, at fair value
 
258,241

 
258,506

 
Held-to-maturity, at cost
 
16,323

 
15,424

 
Federal Reserve Bank stock, at cost
 
1,603

 
949

 
Federal Home Loan Bank stock, at cost
 
2,854

 
2,091

 
Loans, net
 
570,766

 
450,346

 
Premises and equipment, net
 
19,897

 
16,564

 
Goodwill
 
14,186

 
5,915

 
Bank owned life insurance
 
21,280

 
16,915

 
Other assets
 
12,500

 
8,452

 
TOTAL ASSETS
 
$
932,338

 
788,637

 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
Deposits:
 
 
 
 
 
Noninterest-bearing
 
$
164,912

 
133,848

 
Interest-bearing
 
620,849

 
537,623

 
Total deposits
 
785,761

 
671,471

 
Short-term borrowings
 
8,655

 
13,756

 
Long-term debt
 
12,102

 
13,705

 
Accrued interest and other liabilities
 
6,947

 
7,699

 
TOTAL LIABILITIES
 
813,465

 
706,631

 
 
 
 
 
 
 
SHAREHOLDERS' EQUITY:
 
 
 
 
 
Preferred shares - no par value, authorized 1,000,000 shares, none outstanding
 

 

 
Common shares - no par value, authorized 12,000,000 shares, issued 10,041,163 and 7,485,527 shares at December 31, 2013 and 2012, respectively
 
66,785

 
27,107

 
Retained earnings
 
65,475

 
61,843

 
Treasury shares at cost, 753,627 shares at December 31, 2013 and 2012
 
(11,665
)
 
(11,665
)
 
   Accumulated other comprehensive income (loss), net of taxes
 
(1,722
)
 
4,721

 
TOTAL SHAREHOLDERS' EQUITY
 
118,873

 
82,006

 
 
 
 
 
 
 
            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
932,338

 
788,637

 






LCNB CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31,
(Dollars in thousands, except per share data)
 
 
 
2013
 
2012
 
2011
INTEREST INCOME:
 
 
 
 
 
 
Interest and fees on loans
$
27,325

 
23,585

 
25,502

Interest on investment securities:
 
 
 
 
 
 
Taxable
 
3,369

 
3,737

 
3,843

Non-taxable
 
2,573

 
2,441

 
2,571

Other investments
 
230

 
175

 
177

TOTAL INTEREST INCOME
 
33,497

 
29,938

 
32,093

 
 
 
 
 
 
 
INTEREST EXPENSE:
 
 
 
 
 
 
Interest on deposits
 
3,602

 
4,317

 
5,702

Interest on short-term borrowings
 
25

 
16

 
28

Interest on long-term debt
 
438

 
556

 
657

TOTAL INTEREST EXPENSE
 
4,065

 
4,889

 
6,387

NET INTEREST INCOME
 
29,432

 
25,049

 
25,706

PROVISION FOR LOAN LOSSES
 
588

 
1,351

 
2,089

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
 
28,844

 
23,698

 
23,617

 
 
 
 
 
 
 
NON-INTEREST INCOME:
 
 
 
 
 
 
Trust income
 
2,518

 
2,317

 
2,099

Service charges and fees on deposit accounts
 
4,155

 
3,605

 
3,739

Net gain on sales of securities
 
1,060

 
1,853

 
948

Bank owned life insurance income
 
678

 
578

 
596

Gains from sales of mortgage loans
 
339

 
506

 
177

Other operating income
 
340

 
190

 
205

TOTAL NON-INTEREST INCOME
 
9,090

 
9,049

 
7,764

 
 
 
 
 
 
 
NON-INTEREST EXPENSE:
 
 
 
 
 
 
Salaries and employee benefits
 
13,487

 
11,614

 
11,743

Equipment expenses
 
1,232

 
1,100

 
1,038

Occupancy expense, net
 
2,042

 
1,671

 
1,761

State franchise tax
 
846

 
790

 
764

Marketing
 
561

 
526

 
480

FDIC premiums
 
499

 
405

 
545

ATM expense
 
534

 
620

 
553

Computer maintenance and supplies
 
616

 
524

 
565

Telephone expense
 
566

 
465

 
407

Contracted services
 
568

 
441

 
420

Other real estate owned
 
(30
)
 
490

 
350

Merger-related expenses
 
1,433

 
79

 
0

Other non-interest expense
 
3,858

 
2,957

 
3,223

TOTAL NON-INTEREST EXPENSE
 
26,212

 
21,682

 
21,849

 
 
 
 
 
 
 
INCOME BEFORE INCOME TAXES
 
11,722

 
11,065

 
9,532

PROVISION FOR INCOME TAXES
 
2,942

 
2,795

 
2,210

NET INCOME FROM CONTINUING OPERATIONS
 
8,780

 
8,270

 
7,322

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX
 

 

 
793

        NET INCOME
$
8,780

 
8,270

 
8,115

 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
Continuing operations
$
1.12

 
1.23

 
1.09

Discontinued operations
 

 

 
0.12

 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
Continuing operations
 
1.10

 
1.22

 
1.08

Discontinued operations
 

 

 
0.12

 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
Basic
 
7,852,514

 
6,717,357

 
6,692,385

Diluted
 
7,982,997

 
6,802,475

 
6,751,599







Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders
LCNB Corp.

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of LCNB Corp. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows (not included herein), for each of the three years in the period ended December 31, 2013; and in our report dated March 3, 2014, we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying condensed consolidated financial statements is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.
/s/ J.D. Cloud & Co. L.L.P.



Cincinnati, Ohio
March 3, 2014