LCNB (LCNB) 10-K 2014 FY Annual report

EXHIBIT 13

LCNB Corp. 2014 Annual Report

CEO’s and President's Letter to Shareholders (page 1 and 2 of Annual Report):

Dear Shareholder,

The 2014 Annual Report showcases just a few of those men and women who served in the Armed Forces since the Bank’s founding. Most of the individuals featured in our Annual Report are relatives of our LCNB employees, and several, in fact, are employees who served. LCNB employees understand the importance of serving the communities in which they live and work. It is a very important part of being a community bank. They embrace this responsibility by volunteering with United Way, Relay for Life, the Chamber of Commerce, scouting, food pantries, and many more charitable and civic organizations such as Rotary, Optimists, Kiwanis, and Jaycees. It is this dedication to the communities that we serve that makes LCNB a community bank. That has been our philosophy since 1877.

As Yogi Berra said, “It’s déjà vu all over again”. The year 2014 started much like the previous year began. LCNB negotiated the purchase of Eaton National Bank in the fourth quarter of 2013 and closed the transaction in the first quarter of 2014. Likewise, LCNB negotiated the purchase of Brookville National Bank during the fourth quarter of 2014 and we expect to close the transaction in the first half of 2015. Brookville National Bank (BNB) will add two offices to our organization, increasing our office total to 37 across nine counties. Both BNB offices are located in the city of Brookville which is west of Dayton, Ohio in Montgomery County. This purchase will complement last year’s addition of the five Eaton National Bank offices located west of Brookville in Preble County. BNB will add approximately $110 million in assets to LCNB’s balance sheet making LCNB a $1.2 billion financial institution.

Last year was another successful year for LCNB. Strong earnings in 2014 allowed LCNB to provide shareholders a dividend payout ratio of just over 60%. The return on average assets (ROAA) was 0.88% and the return on average equity (ROAE) was 8.04% for 2014. LCNB’s earnings were affected by one-time merger expenses of approximately $1.4 million on a pre-tax basis. If these tax effected merger expenses were not included, LCNB’s ROAA would have been 0.95% and the ROAE would have been 8.67%. Net income was $9.9 million, resulting in total basic earnings per share of $1.06. Total shareholder’s equity increased $6.8 million from December 31, 2013 to December 31, 2014, an increase of 5.74%. LCNB’s net interest margin improved from 3.57% on December 31, 2013 to 3.66% on December 31, 2014.

It is with great sadness that we report that Howard Wilson, former Chairman and CEO of LCNB, passed away on January 4, 2015 and Dave Witham, Vice President, passed away on February 21, 2015. Mr. Wilson was named President of Lebanon Citizens National Bank in 1969 after joining the bank as Executive Vice President in 1968. Mr. Wilson retired in 1992. During Mr. Wilson’s tenure the bank increased in total assets by approximately $260 million and the bank started its branch expansion under Mr. Wilson’s leadership. Howard Wilson, like so many represented in this Annual Report, was a Navy veteran of WWII and a great community banker. Mr. Witham worked for LCNB for 45 years and retired from the bank in 2010. Dave, a native of Lebanon and a U.S. Air Force veteran who served in Vietnam, was well known in the community. Mr. Witham managed the Columbus Avenue and Middletown

branches during his tenure at LCNB. He is best remembered as a loan officer that had a very large and loyal customer base. Like Mr. Wilson, Dave helped LCNB successfully grow during his 45 years with the bank. Both gentlemen will be missed as bankers and as strong citizens of our community.

Additional statistical data and information on our financial performance for 2014 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 28, 2015 at 10:00 a.m. at our Main Office located at 2 North Broadway in Lebanon, Ohio. Proxy material is included with this 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,
	2014			2013		2012		2011		2010
Income Statement
Net interest income	$	35,887		29,432		25,049		25,706		25,697
Net income from continuing operations	9,869			8,780		8,270		7,322		9,133
Income from discontinued operations, net of tax	—			—		—		793		240
Net income	9,869			8,780		8,270		8,115		9,373
Dividends declared per common share	0.64			0.64		0.64		0.64		0.64
Basic earnings per common share:
Continuing operations	1.06			1.12		1.23		1.09		1.37
Discontinued operations	—			—		—		0.12		0.03
Diluted earnings per common share:
Continuing operations	1.05			1.10		1.22		1.08		1.36
Discontinued operations	—			—		—		0.12		0.03
Balance Sheet
Loans, net	$	695,835		570,766		450,346		458,331		452,350
Earning assets	1,014,640			857,653		732,968		736,119		706,226
Total assets	1,108,066			932,338		788,637		791,570		760,134
Total deposits	946,205			785,761		671,471		663,562		638,539
Short-term borrowings	16,645			8,655		13,756		21,596		21,691
Long-term debt	11,357			12,102		13,705		21,373		23,120
Total shareholders' equity	125,695			118,873		82,006		77,960		70,707
Per common share:   Book value at year end	13.50			12.80		12.18		11.63		10.57
Performance Ratios
Return on average assets	0.88		%	0.93	%	1.02	%	1.02	%	1.22	%
Return on average shareholders’ equity	8.04		%	9.02	%	10.22	%	10.89	%	13.36	%

LCNB CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
At December 31,
(Dollars in thousands)
	2014			2013
ASSETS:
Cash and due from banks	$	14,235		10,410
Interest-bearing demand deposits	1,610			4,278
Total cash and cash equivalents	15,845			14,688
Investment securities:
Available-for-sale, at fair value	285,365			258,241
Held-to-maturity, at cost	22,725			16,323
Federal Reserve Bank stock, at cost	2,346			1,603
Federal Home Loan Bank stock, at cost	3,638			2,854
Loans, net	695,835			570,766
Premises and equipment, net	20,733			19,897
Goodwill	27,638			14,186
Core deposit and other intangibles	4,780			2,795
Bank owned life insurance	21,936			21,280
Other assets	7,225			9,705
TOTAL ASSETS	$	1,108,066		932,338
LIABILITIES:
Deposits:
Noninterest-bearing	$	213,303		164,912
Interest-bearing	732,902			620,849
Total deposits	946,205			785,761
Short-term borrowings	16,645			8,655
Long-term debt	11,357			12,102
Accrued interest and other liabilities	8,164			6,947
TOTAL LIABILITIES	982,371			813,465
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 10,064,945 and 10,041,163 shares at December 31, 2014 and 2013, respectively	67,181			66,785
Retained earnings	69,394			65,475
Treasury shares at cost, 753,627 shares at December 31, 2014 and 2013	(11,665		)	(11,665	)
Accumulated other comprehensive income (loss), net of taxes	785			(1,722	)
TOTAL SHAREHOLDERS' EQUITY	125,695			118,873
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,108,066		932,338

LCNB CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31,
(Dollars in thousands, except per share data)
		2014	2013		2012
INTEREST INCOME:
Interest and fees on loans	$	32,706	27,325		23,585
Interest on investment securities:
Taxable		3,757	3,369		3,737
Non-taxable		2,713	2,573		2,441
Other investments		301	230		175
TOTAL INTEREST INCOME		39,477	33,497		29,938
INTEREST EXPENSE:
Interest on deposits		3,161	3,602		4,317
Interest on short-term borrowings		22	25		16
Interest on long-term debt		407	438		556
TOTAL INTEREST EXPENSE		3,590	4,065		4,889
NET INTEREST INCOME		35,887	29,432		25,049
PROVISION FOR LOAN LOSSES		930	588		1,351
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		34,957	28,844		23,698
NON-INTEREST INCOME:
Trust income		2,903	2,518		2,317
Service charges and fees on deposit accounts		4,838	4,155		3,605
Net gain on sales of securities		149	1,060		1,853
Bank owned life insurance income		671	678		578
Gains from sales of mortgage loans		147	339		506
Other operating income		434	340		190
TOTAL NON-INTEREST INCOME		9,142	9,090		9,049
NON-INTEREST EXPENSE:
Salaries and employee benefits		15,762	13,487		11,614
Equipment expenses		1,316	1,232		1,100
Occupancy expense, net		2,232	2,042		1,671
State franchise tax		955	846		790
Marketing		703	561		526
Amortization of intangibles		574	334		57
FDIC premiums		660	499		405
ATM expense		624	534		620
Computer maintenance and supplies		794	616		524
Telephone expense		690	566		465
Contracted services		880	568		441
Other real estate owned		285	(30	)	490
Merger-related expenses		1,400	1,433		79
Other non-interest expense		3,969	3,524		2,900
TOTAL NON-INTEREST EXPENSE		30,844	26,212		21,682
INCOME BEFORE INCOME TAXES		13,255	11,722		11,065
PROVISION FOR INCOME TAXES		3,386	2,942		2,795
NET INCOME	$	9,869	8,780		8,270
Earnings per common share:
Basic	$	1.06	1.12		1.23
Diluted		1.05	1.10		1.22
Weighted average shares outstanding:
Basic		9,297,019	7,852,514		6,717,357
Diluted		9,406,346	7,982,997		6,802,475