CIVISTA BANCSHARES, INC. - Quarter Report: 2014 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36192

First Citizens Banc Corp

(Exact name of registrant as specified in its charter)

Ohio

34-1558688

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


100 East Water Street, Sandusky, Ohio		44870
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 625-4121

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Shares, no par value, outstanding at November 6, 2014 - 7,707,917 shares

FIRST CITIZENS BANC CORP

Index


PART I.	Financial Information

Item 1.	Financial Statements:
	Consolidated Balance Sheets (Unaudited) September 30, 2014 and December 31, 2013	3

	Consolidated Statements of Income (Unaudited) Three and nine months ended September 30, 2014 and 2013	4

	Consolidated Statements of Comprehensive Income (Unaudited) Three and nine months ended September 30, 2014 and 2013	5

	Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) Nine months ended September 30, 2014	6

	Condensed Consolidated Statement of Cash Flows (Unaudited) Nine months ended September 30, 2014 and 2013	7

	Notes to Interim Consolidated Financial Statements (Unaudited)	8-44

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45-61

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	62-64

Item 4.	Controls and Procedures	65

PART II.	Other Information

Item 1.	Legal Proceedings	66

Item 1A.	Risk Factors	66

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66

Item 3.	Defaults Upon Senior Securities	66

Item 4.	Mine Safety Disclosures	66

Item 5.	Other Information	66

Item 6.	Exhibits	66

Signatures		67

Part I – Financial Information

ITEM 1.

Financial Statements

FIRST CITIZENS BANC CORP

Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)


	September 30, 2014			December 31, 2013
ASSETS
Cash and due from financial institutions	$	24,128		$	34,186
Securities available for sale		200,891			199,613
Loans held for sale		1,399			438
Loans, net of allowance of $15,445 and $16,528		871,573			844,713
Other securities		12,554			15,424
Premises and equipment, net		14,471			16,313
Accrued interest receivable		4,523			3,881
Goodwill		21,720			21,720
Other intangibles		2,180			2,763
Bank owned life insurance		19,518			19,145
Other assets		9,042			9,350

Total assets	$	1,181,999		$	1,167,546


LIABILITIES
Deposits
Noninterest-bearing	$	253,154		$	234,976
Interest-bearing		727,480			707,499

Total deposits		980,634			942,475
Federal Home Loan Bank advances		26,200			37,726
Securities sold under agreements to repurchase		20,128			20,053
Subordinated debentures		29,427			29,427
Accrued expenses and other liabilities		9,727			9,489

Total liabilities		1,066,116			1,039,170


SHAREHOLDERS’ EQUITY
Preferred shares, no par value, 200,000 shares authorized,
Series A Preferred shares, $1,000 liquidation preference, no shares issued September 30, 2014 and 23,184 shares issued December 31, 2013		—			23,184
Series B Preferred shares, $1,000 liquidation preference, 25,000 shares issued, net of issuance costs		23,132			23,132
Common shares, no par value, 20,000,000 shares authorized, 8,455,881 shares issued		114,365			114,365
Accumulated deficit		(5,785	)		(10,823	)
Treasury shares, 747,964 shares at cost		(17,235	)		(17,235	)
Accumulated other comprehensive income (loss)		1,406			(4,247	)

Total shareholders’ equity		115,883			128,376


Total liabilities and shareholders’ equity	$	1,181,999		$	1,167,546

See notes to interim unaudited consolidated financial statements

Page 3

FIRST CITIZENS BANC CORP

Consolidated Statements of Income (Unaudited)

(In thousands, except per share data)


	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Interest and dividend income
Loans, including fees	$	10,218	$	9,621	$	29,850	$	28,871
Taxable securities		845		901		2,610		2,826
Tax-exempt securities		595		579		1,750		1,637
Federal funds sold and other		9		26		137		104

Total interest income		11,667		11,127		34,347		33,438

Interest expense
Deposits		552		674		1,740		2,134
Federal Home Loan Bank advances		236		339		887		1,029
Subordinated debentures		190		192		590		575
Other		5		5		15		16

Total interest expense		983		1,210		3,232		3,754

Net interest income		10,684		9,917		31,115		29,684
Provision for loan losses		—		300		1,500		1,100

Net interest income after provision for loan losses		10,684		9,617		29,615		28,584

Noninterest income
Service charges		1,071		1,088		3,078		3,120
Net gain on sale of securities		1		80		114		138
Net gain on sale of loans		239		86		470		574
ATM fees		520		523		1,494		1,494
Trust fees		822		735		2,396		1,963
Bank owned life insurance		118		132		373		423
Tax refund processing fees		6		3		2,321		429
Item processing fees		61		57		190		182
Other		174		373		580		800

Total noninterest income		3,012		3,077		11,016		9,123

Noninterest expense
Salaries, wages and benefits		5,657		5,753		16,661		16,839
Net occupancy expense		510		522		1,771		1,685
Equipment expense		320		291		1,023		859
Contracted data processing		369		324		1,080		966
FDIC assessment		212		233		700		779
State franchise tax		240		319		680		883
Professional services		538		495		1,332		1,472
Amortization of intangible assets		201		212		604		636
ATM expense		203		167		606		483
Repossession Expense		187		374		521		831
Marketing		300		192		901		577
Other operating expenses		1,924		1,863		5,189		5,287

Total noninterest expense		10,661		10,745		31,068		31,297

Income before taxes		3,035		1,949		9,563		6,410
Income tax expense		729		383		2,306		1,274

Net Income		2,306		1,566		7,257		5,136
Preferred stock dividends and discount accretion		406		289		1,467		869

Net income available to common shareholders	$	1,900	$	1,277	$	5,790	$	4,267

Earnings per common share, basic	$	0.25	$	0.17	$	0.75	$	0.55

Earnings per common share, diluted	$	0.21	$	0.17	$	0.64	$	0.55

See notes to interim unaudited consolidated financial statements

Page 4

FIRST CITIZENS BANC CORP

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Net income	$	2,306		$	1,566		$	7,257		$	5,136

Other comprehensive income (loss):
Unrealized holding gains (loss) on available for sale securities		615			(966	)		4,303			(7,310	)
Tax effect		(210	)		328			(1,462	)		2,485
Pension liability adjustment		89			180			4,260			518
Tax effect		(31	)		(61	)		(1,448	)		(176	)

Total other comprehensive income (loss)		463			(519	)		5,653			(4,483	)

Comprehensive income	$	2,769		$	1,047		$	12,910		$	653

See notes to interim unaudited consolidated financial statements

Page 5

FIRST CITIZENS BANC CORP

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

(In thousands, except share data)


																	Accumulated
	Preferred Shares						Common Shares										Other			Total
	Outstanding						Outstanding				Accumulated			Treasury			Comprehensive			Shareholders’
	Shares			Amount			Shares		Amount		Deficit			Shares			Income (Loss)			Equity

Balance, January 1, 2014		48,184		$	46,316			7,707,917	$	114,365	$	(10,823	)	$	(17,235	)	$	(4,247	)	$	128,376

Net Income		—			—			—		—		7,257			—			—			7,257

Other comprehensive income		—			—			—		—		—			—			5,653			5,653

Redemption of Series A preferred shares		(23,184	)		(23,184	)		—		—		327			—			—			(22,857	)

Common share dividends ($.14 per share)		—			—			—		—		(1,079	)		—			—			(1,079	)

Preferred share dividend		—			—			—		—		(1,467	)		—			—			(1,467	)


Balance, September 30, 2014		25,000		$	23,132			7,707,917	$	114,365	$	(5,785	)	$	(17,235	)	$	1,406		$	115,883

See notes to interim unaudited consolidated financial statements

Page 6

FIRST CITIZENS BANC CORP

Condensed Consolidated Statement of Cash Flows (Unaudited)

(In thousands)


	Nine months ended September 30,
	2014			2013

Net cash from operating activities	$	11,043		$	6,784


Cash flows used for investing activities:
Maturities and calls of securities, available-for-sale		38,343			41,605
Purchases of securities, available-for-sale		(54,425	)		(55,140	)
Sale of securities available for sale		18,088			8,686
Redemption of Federal Reserve stock		—			134
Redemption of Federal Home Loan Bank stock		3,009			—
Purchases of Federal Reserve stock		(139	)		—
Net loan originations		(25,406	)		(7,832	)
Purchases of consumer loans		(3,120	)		—
Proceeds from sale of other real estate owned properties		191			635
Proceeds from sale of premises and equipment		1,310			130
Purchases of premises and equipment		(257	)		(457	)

Net cash used for investing activities		(22,406	)		(12,239	)


Cash flows from financing activities:
Repayment of FHLB advances		(30,226	)		(2,526	)
Proceeds from short-term FHLB advances		8,700			—
Proceeds from long-term FHLB advances		10,000			—
Increase in deposits		38,159			16,069
Increase (decrease) in securities sold under repurchase agreements		75			(2,409	)
Repayment of Series A Preferred stock		(22,857	)		—
Cash dividends paid on common shares and preferred shares		(2,546	)		(1,717	)

Net cash provided by financing activities		1,305			9,417


(Decrease) increase in cash and due from financial institutions		(10,058	)		3,962
Cash and due from financial institutions at beginning of period		34,186			46,131

Cash and due from financial institutions at end of period	$	24,128		$	50,093


Cash paid during the period for:
Interest	$	3,254		$	3,780
Income taxes	$	950		$	1,010
Supplemental cash flow information:
Transfer of loans from portfolio to other real estate owned	$	261		$	202

See notes to interim unaudited consolidated financial statements

Page 7

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(1) Consolidated Financial Statements

Nature of Operations and Principles of Consolidation: The Consolidated Financial Statements include the accounts of First Citizens Banc Corp (FCBC) and its wholly-owned subsidiaries: The Citizens Banking Company (Citizens), First Citizens Insurance Agency, Inc., Water Street Properties, Inc. (Water St.) and FC Refund Solutions, Inc (FCRS). FCRS was formed to facilitate payment of individual state and federal income tax refunds. First Citizens Capital LLC (FCC) is wholly-owned by Citizens and holds intercompany debt. The operations of FCC are located in Wilmington, Delaware. First Citizens Investments, Inc. (FCI) is wholly-owned by Citizens and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware. The above companies together are referred to as the “Company.” Intercompany balances and transactions are eliminated in consolidation.

The consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of September 30, 2014 and its results of operations and changes in cash flows for the periods ended September 30, 2014 and 2013 have been made. The accompanying Consolidated Financial Statements have been prepared in accordance with instructions of Form 10-Q, and therefore certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted. The results of operations for the period ended September 30, 2014 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the financial statements contained in the Company’s 2013 annual report. The Company has consistently followed these policies in preparing this Form 10-Q.

The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Franklin, Logan, Madison, Summit, Huron, Ottawa, and Richland. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Citizens has one concentration to lessors of residential buildings and dwellings totaling $112,690 or 12.7 percent of total loans as of September 30, 2014. This portfolio predominantly consists of commercial loans financing multi-family real estate. This segment of the portfolio is stable and has been conservatively underwritten, monitored and managed by experienced commercial lenders. However, the customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and Federal Funds sold.

First Citizens Insurance Agency, Inc. was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue through September 30, 2014. Water St. revenue was less than 1.0% of total revenue through September 30, 2014. Management considers the Company to operate primarily in one reportable segment, banking.

Page 8

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(2) Significant Accounting Policies

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, impairment of goodwill, fair values of financial instruments, deferred taxes and pension obligations are particularly subject to change.

Income Taxes: Income tax expense is based on the effective tax rate expected to be applicable for the entire year. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation.

Derivative Instruments and Hedging Activities: The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its’ counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In January 2014, FASB issued ASU 2014-01, Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The amendments in this Update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this Update should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing

Page 9

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. The amendments in this Update are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. Adoption of this Update is not expected to have a significant impact on the Company’s financial statements.

In January 2014, the FASB issued ASU 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method. This ASU is not expected to have a significant impact on the Company’s financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update.

In June 2014, the FASB issued ASU 2014-10, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments also require enhanced disclosures. The accounting changes in this Update are effective for the first interim or annual period beginning after December 15, 2014. An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited. The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions,

Page 10

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date. This Update is not expected to have a significant impact on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

Page 11

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(3) Securities

The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:


September 30, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government agencies	$	44,857	$	104	$	(222	)	$	44,739
Obligations of states and political subdivisions		83,044		4,587		(378	)		87,253
Mortgage-backed securities in government sponsored entities		67,687		1,033		(354	)		68,366

Total debt securities		195,588		5,724		(954	)		200,358

Equity securities in financial institutions		481		52		—			533

Total	$	196,069	$	5,776	$	(954	)	$	200,891


December 31, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government agencies	$	52,229	$	95	$	(764	)	$	51,560
Obligations of states and political subdivisions		79,975		2,327		(1,677	)		80,625
Mortgage-backed securities in government sponsored entities		66,409		1,127		(557	)		66,979

Total debt securities		198,613		3,549		(2,998	)		199,164

Equity securities in financial institutions		481		—		(32	)		449

Total	$	199,094	$	3,549	$	(3,030	)	$	199,613

Page 12

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The amortized cost and fair value of securities at September 30, 2014, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities and equity securities are shown separately.


Available for sale	Amortized Cost		Fair Value
Due in one year or less	$	135	$	135
Due after one year through five years		28,358		28,343
Due after five years through ten years		38,590		40,032
Due after ten years		60,818		63,482
Mortgage-backed securities		67,687		68,366
Equity securities		481		533

Total securities available for sale	$	196,069	$	200,891

Proceeds from sales of securities, gross realized gains and gross realized losses were as follows.


	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013

Sale proceeds	$	—	$	927	$	18,088	$	8,686
Gross realized gains		—		—		113		144
Gross realized losses		—		—		—		89
Gains from securities called or settled by the issuer		1		80		1		83

Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $145,409 and $147,625 as of September 30, 2014 and December 31, 2013, respectively.

Page 13

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Securities with unrealized losses at September 30, 2014 and December 31, 2013 not recognized in income, aggregated by investment category and the length of time which the individual securities have been in a loss position, are as follows:


September 30, 2014	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss

U.S. Treasury securities and obligations of U.S. government agencies	$	10,540	$	(18	)	$	19,198	$	(204	)	$	29,738	$	(222	)
Obligations of states and political subdivisions		1,467		(3	)		8,644		(375	)		10,111		(378	)
Mortgage-backed securities in gov’t sponsored entities		20,541		(151	)		14,396		(203	)		34,937		(354	)


Total temporarily impaired	$	32,548	$	(172	)	$	42,238	$	(782	)	$	74,786	$	(954	)


December 31, 2013	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss

U.S. Treasury securities and obligations of U.S. government agencies	$	30,800	$	(764	)	$	—	$	—		$	30,800	$	(764	)
Obligations of states and political subdivisions		28,428		(1,556	)		968		(121	)		29,396		(1,677	)
Mortgage-backed securities in gov’t sponsored entities		32,557		(553	)		279		(4	)		32,836		(557	)
Equity securities in financial institutions		449		(32	)		—		—			449		(32	)


Total temporarily impaired	$	92,234	$	(2,905	)	$	1,247	$	(125	)	$	93,481	$	(3,030	)

At September 30, 2014 there were fifty-six securities in the portfolio with unrealized losses mainly due to higher market rates when compared to the time of purchase. Unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to market yields increasing across the municipal sector. The fair value is expected to recover as the securities approach their maturity date or reset date. The Company does not intend to sell until recovery and does not believe selling will be required before recovery.

Page 14

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(4) Loans

Loan balances were as follows:


	September 30, 2014			December 31, 2013
Commercial and agriculture	$	106,613		$	115,875
Commercial real estate		445,168			443,846
Residential real estate		265,866			250,691
Real estate construction		55,244			39,964
Consumer and other		14,127			10,865

Total loans		887,018			861,241
Allowance for loan losses		(15,445	)		(16,528	)

Net loans	$	871,573		$	844,713

Included in total loans above are deferred loan fees of $261 at September 30, 2014 and $365 at December 31, 2013.

(5) Allowance for Loan Losses

Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Company has segmented certain loans in the portfolio by product type. Historical loss percentages for each risk category are calculated and used as the basis for calculating loan loss allowance allocations. These historical loss percentages are calculated over a two-year period for all portfolio segments. Certain economic factors are also considered for trends which management uses to establish the directionality of changes to the unallocated portion of the reserve. The following economic factors are analyzed:

•

Changes in lending policies and procedures

•

Changes in experience and depth of lending and management staff

•

Changes in quality of Citizens’ credit review system

•

Changes in nature and volume of the loan portfolio

•

Changes in past due, classified and nonaccrual loans and TDRs

•

Changes in economic and business conditions

•

Changes in competition or legal and regulatory requirements

•

Changes in concentrations within the loan portfolio

•

Changes in the underlying collateral for collateral dependent loans

Page 15

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the balance sheet date. The Company considers the allowance for loan losses of $15,445 adequate to cover loan losses inherent in the loan portfolio, at September 30, 2014. The following tables present, by portfolio segment, the changes in the allowance for loan losses and the loan balances outstanding for the nine months ended September 30, 2014 and 2013.


	Commercial & Agriculture			Commercial Real Estate			Residential Real Estate			Real Estate Construction		Consumer and Other			Unallocated		Total

For the nine months ended September 30, 2014

Allowance for loan losses:

Beginning balance	$	2,841		$	7,559		$	5,224		$	184	$	214		$	506	$	16,528
Charge-offs		(326	)		(1,720	)		(1,329	)		—		(65	)		—		(3,440	)
Recoveries		238			350			216			5		48			—		857
Provision		(1,148	)		1,655			201			176		18			598		1,500

Ending Balance	$	1,605		$	7,844		$	4,312		$	365	$	215		$	1,104	$	15,445

For the nine months ended September 30, 2014, the allowance for Commercial & Agriculture loans was reduced not only by charge-offs, but also due to a decrease in both the loan balances outstanding and the specific reserve required for this type, which was driven by a decrease in the volume of impaired loans. The net result of these changes was represented as a decrease in the provision. The increase in the allowance for Commercial Real Estate loans was the result of large charge offs, which led to increased general reserves due to an increase in loss rate. The net result of these changes was represented as an increase in the provision. The allowance for Residential Real Estate loans decreased during the period due to charge-offs of loans that had a specific reserve previously applied and a significant decline in past-dues and nonaccrual loans. The net result of these changes was represented as a decrease in the allowance. The allowance for Consumer and Other loans increased slightly from the beginning of the year. While loan balances and past-dues are up, loss rates continue to decrease resulting in the allowance being relatively unchanged. Overall, we have seen continued improvement in asset quality and loss rates. However, since the process of estimating probable credit losses requires considerable judgment, management decided to increase unallocated reserves. Unallocated reserves remain within policy guidelines as a percent of total reserves at 7.1 percent.

Page 16

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)


	Commercial & Agriculture			Commercial Real Estate			Residential Real Estate			Real Estate Construction			Consumer and Other			Unallocated		Total

For the nine months ended September 30, 2013

Allowance for loan losses:

Beginning balance	$	2,811		$	10,139		$	5,780		$	349		$	246		$	417	$	19,742
Charge-offs		(301	)		(1,266	)		(2,579	)		(136	)		(183	)		—		(4,465	)
Recoveries		123			257			364			107			69			—		920
Provision		418			(1,221	)		1,312			(160	)		27			724		1,100

Ending Balance	$	3,051		$	7,909		$	4,877		$	160		$	159		$	1,141	$	17,297

For the nine months ended September 30, 2013, the allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to a decrease in both the loan balances outstanding and the specific reserve required for this type. The net result of these changes was represented as a decrease in the provision. The allowance for Real Estate Construction loans was reduced as a result of changes to specific reserves required and the historical charge-offs for this type. The result of these changes was represented as a decrease in the provision. The ending reserve balance for Residential Real Estate loans declined from the end of the previous year due to charge-offs during the period. Since these charged-off loans already had specific reserves assigned to them, we no longer need to carry as large a reserve for this segment. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a higher level at this time.


	Commercial & Agriculture			Commercial Real Estate			Residential Real Estate			Real Estate Construction		Consumer and Other			Unallocated		Total

For the three months ended September 30, 2014

Allowance for loan losses:

Beginning balance	$	2,067		$	7,988		$	4,439		$	287	$	196		$	418	$	15,395
Charge-offs		(13	)		(146	)		(275	)		—		(22	)		—		(456	)
Recoveries		143			251			95			2		15			—		506
Provision		(592	)		(249	)		53			76		26			686		—

Ending Balance	$	1,605		$	7,844		$	4,312		$	365	$	215		$	1,104	$	15,445

For the three months ended September 30, 2014, the allowance for Commercial and Agriculture loans was reduced not only by charge-offs, but also due to a decrease in the loan balances outstanding, the balance of impaired loans in this segment and decreases in both the specific and general reserves required for this type. The allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to a decrease in both the specific and general reserves required for this type. The

Page 17

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

result of these changes for each loan type was represented as a decrease in the provision. The allowance for Residential Real Estate loans was reduced as a result of charge offs, a reduction in total loans past due and a reduction in nonaccrual loans, partially offset by changes related to increased volume. The net result of these changes was represented as a decrease in the allowance. We have seen continued improvement in asset quality and loss rates. However, since the process of estimating probable credit losses requires considerable judgment, management decided to increase unallocated reserves. Unallocated reserves remain within policy guidelines as a percent of total reserves at 7.1 percent.


	Commercial & Agriculture			Commercial Real Estate			Residential Real Estate			Real Estate Construction			Consumer and Other			Unallocated		Total

For the three months ended September 30, 2013

Allowance for loan losses:

Beginning balance	$	3,775		$	9,156		$	5,169		$	184		$	149		$	972	$	19,405
Charge-offs		(210	)		(635	)		(1,558	)		(136	)		(61	)		—		(2,600	)
Recoveries		62			34			63			1			32			—		192
Provision		(576	)		(646	)		1,203			111			39			169		300

Ending Balance	$	3,051		$	7,909		$	4,877		$	160		$	159		$	1,141	$	17,297

For the three months ended September 30, 2013, the allowance for Commercial and Agriculture loans was reduced not only by charge-offs, but also due to a decrease in the loan balances outstanding and decreases in both the specific and general reserves required for this type. The allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to a decrease in both the specific and general reserves required for this type. The result of these changes for each loan type was represented as a decrease in the provision. The ending reserve balance for Residential Real Estate loans declined due to charge-offs during the period. Since these charged-off loans already had specific reserves assigned to them, we no longer need to carry as large a reserve for this segment. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a higher level at this time.

Page 18

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)


	Commercial & Agriculture		Commercial Real Estate		Residential Real Estate		Real Estate Construction		Consumer and Other		Unallocated		Total

September 30, 2014

Allowance for loan losses:

Ending balance:
Individually evaluated for impairment	$	655	$	67	$	896	$	—	$	—	$	—	$	1,618

Ending balance:
Collectively evaluated for impairment	$	950	$	7,777	$	3,416	$	365	$	215	$	1,104	$	13,827


Ending Balance	$	1,605	$	7,844	$	4,312	$	365	$	215	$	1,104	$	15,445


Loan balances outstanding:

Ending balance:
Individually evaluated for impairment	$	2,319	$	6,638	$	3,518	$	—	$	6			$	12,481

Ending balance:
Collectively evaluated for impairment	$	104,294	$	438,530	$	262,348	$	55,244	$	14,121			$	874,537


Ending Balance	$	106,613	$	445,168	$	265,866	$	55,244	$	14,127			$	887,018

Page 19

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)


	Commercial & Agriculture		Commercial Real Estate		Residential Real Estate		Real Estate Construction		Consumer and Other		Unallocated		Total

December 31, 2013

Allowance for loan losses:

Ending balance:
Individually evaluated for impairment	$	1,262	$	445	$	802	$	—	$	—	$	—	$	2,509

Ending balance:
Collectively evaluated for impairment	$	1,579	$	7,114	$	4,422	$	184	$	214	$	506	$	14,019


Ending Balance	$	2,841	$	7,559	$	5,224	$	184	$	214	$	506	$	16,528


Loan balances outstanding:

Ending balance:
Individually evaluated for impairment	$	3,869	$	10,175	$	4,005	$	—	$	8			$	18,057

Ending balance:
Collectively evaluated for impairment	$	112,006	$	433,671	$	246,686	$	39,964	$	10,857			$	843,184


Ending Balance	$	115,875	$	443,846	$	250,691	$	39,964	$	10,865			$	861,241

Page 20

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables present credit exposures by internally assigned grades for the periods ended September 30, 2014 and December 31, 2013. The remaining loans in Residential Real Estate, Real Estate Construction and Consumer and Other loans that are not assigned a risk grade are presented in a separate table below. The risk rating analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned grades are as follows:

•

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

•

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

•

Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Citizens will sustain some loss if the deficiencies are not corrected.

•

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

•

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

Generally, Residential Real Estate, Real Estate Construction and Consumer and Other loans are not risk-graded, except when collateral is used for a business purpose.


	Commercial & Agriculture		Commercial Real Estate		Residential Real Estate		Real Estate Construction		Consumer and Other		Total

September 30, 2014
Pass	$	99,513	$	415,368	$	101,124	$	49,587	$	4,706	$	670,298
Special Mention		3,905		15,534		613		20		—		20,072
Substandard		3,195		14,266		8,897		43		73		26,474
Doubtful		—		—		715		—		—		715

Ending Balance	$	106,613	$	445,168	$	111,349	$	49,650	$	4,779	$	717,559


December 31, 2013
Pass	$	107,923	$	415,938	$	98,700	$	35,495	$	2,252	$	660,308
Special Mention		2,038		9,145		986		21		—		12,190
Substandard		5,914		18,763		8,175		—		70		32,922
Doubtful		—		—		2,349		—		—		2,349

Ending Balance	$	115,875	$	443,846	$	110,210	$	35,516	$	2,322	$	707,769

Page 21

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables present performing and nonperforming loans based solely on payment activity for the periods ended September 30, 2014 and December 31, 2013 that have not been assigned an internal risk grade. The types of loans presented here are not assigned a risk grade unless there is evidence of a problem. Payment activity is reviewed by management on a monthly basis to evaluate performance. Loans are considered to be nonperforming when they become 90 days past due or if management thinks that we may not collect all of our principal and interest. Nonperforming loans may also include certain loans that have been modified in Troubled Debt Restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions due to economic status. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.


	Residential Real Estate		Real Estate Construction		Consumer and Other		Total

September 30, 2014
Performing	$	154,464	$	5,594	$	9,348	$	169,406
Nonperforming		53		—		—		53

Total	$	154,517	$	5,594	$	9,348	$	169,459


	Residential Real Estate		Real Estate Construction		Consumer and Other		Total

December 31, 2013
Performing	$	140,481	$	4,448	$	8,543	$	153,472
Nonperforming		—		—		—		—

Total	$	140,481	$	4,448	$	8,543	$	153,472

Page 22

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of September 30, 2014 and December 31, 2013.


September 30, 2014	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing

Commercial & Agriculture	$	4	$	—	$	208	$	212	$	106,401	$	106,613	$	—
Commercial Real Estate		301		68		1,258		1,627		443,541		445,168		—
Residential Real Estate		810		768		4,164		5,742		260,124		265,866		—
Real Estate Construction		—		—		43		43		55,201		55,244		—
Consumer and Other		43		46		41		130		13,997		14,127		—

Total	$	1,158	$	882	$	5,714	$	7,754	$	879,264	$	887,018	$	—


December 31, 2013	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing

Commercial & Agriculture	$	105	$	—	$	443	$	548	$	115,327	$	115,875	$	—
Commercial Real Estate		655		201		2,098		2,954		440,892		443,846		—
Residential Real Estate		3,140		1,084		5,531		9,755		240,936		250,691		—
Real Estate Construction		—		—		—		—		39,964		39,964		—
Consumer and Other		170		20		—		190		10,675		10,865		—

Total	$	4,070	$	1,305	$	8,072	$	13,447	$	847,794	$	861,241	$	—

Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. Loans that are not delinquent 90 days or more may still be considered for nonaccrual status if management has recognized one or more weaknesses in a loan that indicate the Company may not be assured of collecting all principal and interest contractually due under terms of the loan. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income.

Page 23

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents loans on nonaccrual status as of September 30, 2014 and December 31, 2013.


	September 30, 2014		December 31, 2013

Commercial & Agriculture	$	1,148	$	1,590
Commercial Real Estate		5,993		9,609
Residential Real Estate		8,571		9,210
Real Estate Construction		43		—
Consumer and Other		75		50

Total	$	15,830	$	20,459

Page 24

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Modifications: A modification of a loan constitutes a troubled debt restructuring (“TDR”) when the Company for economic or legal reasons related to a borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. The Company offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely granted. Commercial Real Estate loans modified in a TDR often involve reducing the interest rate lower than the current market rate for new debt with similar risk. Real Estate loans modified in a TDR were primarily comprised of interest rate reductions where monthly payments were lowered to accommodate the borrowers’ financial needs.

Loans modified in a TDR are typically already on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan. An allowance for impaired loans that have been modified in a TDR are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates.

Loan modifications that are considered TDRs completed during the nine-month periods ended September 30, 2014 and September 30, 2013 were as follows:


	For the Nine-Month Period Ended September 30, 2014						For the Nine-Month Period Ended September 30, 2013
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment

Commercial & Agriculture		—	$	—	$	—		—	$	—	$	—
Commercial Real Estate		—		—		—		2		547		547
Residential Real Estate		5		245		245		—		—		—
Real Estate Construction		—		—		—		—		—		—
Consumer and Other		—		—		—		—		—		—

Total Loan Modifications		5	$	245	$	245		2	$	547	$	547

Page 25

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Loan modifications that are considered TDRs completed during the quarter ended September 30, 2014 and September 30, 2013 were as follows:


	For the Three-Month Period Ended September 30, 2014						For the Three-Month Period Ended September 30, 2013
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment

Commercial & Agriculture		—	$	—	$	—		—	$	—	$	—
Commercial Real Estate		—		—		—		1		422		422
Residential Real Estate		3		97		97		—		—		—
Real Estate Construction		—		—		—		—		—		—
Consumer and Other		—		—		—		—		—		—

Total Loan Modifications		3	$	97	$	97		1	$	422	$	422

Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans. At September 30, 2014, TDRs accounted for $1,618 of the allowance for loan losses.

During the nine-month period ended September 30, 2014, there were no defaults on loans which were modified and considered TDRs during the twelve months previous to the nine-month period ended September 30, 2014.

During the nine-month period ended September 30, 2013, there were two defaults, totaling $66, on loans which were modified and considered TDRs during the twelve months previous to the nine-month period ended September 30, 2013.

During the three-month period ended September 30, 2014, there were no defaults on loans which were modified and considered TDRs during the twelve months previous to the three-month period ended September 30, 2014.

During the three-month period ended September 30, 2013, there were no defaults on loans which were modified and considered TDRs during the twelve months previous to the three-month period ended September 30, 2013.

Impaired Loans: Larger Commercial loans and Commercial Real Estate loans or lending relationships at or above $350,000, many of which are 60 days or more past due, are tested for impairment. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the

Page 26

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. Additionally, if a Residential Real Estate loan or Consumer loan is part of a relationship with a Commercial loan or Commercial Real Estate loan that is impaired, then the Residential Real Estate loan or Consumer loan is considered impaired as well.

The following table includes the recorded investment and unpaid principal balances for impaired financing receivables with the associated allowance amount, if applicable, as of September 30, 2014 and December 31, 2013.


	September 30, 2014						December 31, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance

With no related allowance recorded:
Commercial & Agriculture	$	1,379	$	1,504	$	—	$	1,525	$	1,657	$	—
Commercial Real Estate		5,632		6,191		—		5,983		6,214		—
Residential Real Estate		2,115		3,675		—		1,202		2,263		—
Real Estate Construction		—		—		—		—		—		—
Consumer and Other		6		6		—		8		8		—

Total		9,132		11,376		—		8,718		10,142		—


With an allowance recorded:
Commercial & Agriculture		940		1,056		655		2,344		2,437		1,262
Commercial Real Estate		1,006		1,123		67		4,192		4,496		445
Residential Real Estate		1,403		3,017		896		2,803		4,021		802
Real Estate Construction		—		—		—		—		—		—
Consumer and Other		—		—		—		—		—		—

Total		3,349		5,196		1,618		9,339		10,954		2,509


Total:
Commercial & Agriculture		2,319		2,560		655		3,869		4,094		1,262
Commercial Real Estate		6,638		7,314		67		10,175		10,710		445
Residential Real Estate		3,518		6,692		896		4,005		6,284		802
Real Estate Construction		—		—		—		—		—		—
Consumer and Other		6		6		—		8		8		—

Total	$	12,481	$	16,572	$	1,618	$	18,057	$	21,096	$	2,509

As of September 30, 2014, the Company has seen a significant decline in the unpaid principal balances for impaired financing receivables with a specific allowance as compared to December 31, 2013. The decline is the result of resolution of long term problem credits.

Page 27

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables include the average recorded investment and interest income recognized for impaired financing receivables for the three and nine-month periods ended September 30, 2014 and 2013.


For the nine months ended:	September 30, 2014				September 30, 2013
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized

Commercial & Agriculture	$	3,570	$	104	$	4,984	$	156
Commercial Real Estate		9,227		239		12,328		438
Residential Real Estate		3,559		220		5,324		287
Real Estate Construction		—		—		377		—
Consumer and Other		7		—		35		—

Total	$	16,363	$	563	$	23,048	$	881


For the three months ended:	September 30, 2014				September 30, 2013
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized

Commercial & Agriculture	$	2,829	$	25	$	4,504	$	25
Commercial Real Estate		7,884		17		11,237		29
Residential Real Estate		3,336		74		4,773		18
Real Estate Construction		—		—		240		(11	)
Consumer and Other		6		—		21		—

Total	$	14,055	$	116	$	20,775	$	61

Page 28

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(6) Other Comprehensive Income

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the nine-month periods ended September 30, 2014 and 2013:


	For the Nine-Month Period Ended September 30, 2014									For the Nine-Month Period Ended September 30, 2013
	Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total

Beginning balance	$	341		$	(4,588	)	$	(4,247	)	$	5,849		$	(7,496	)	$	(1,647	)

Other comprehensive income (loss) before reclassifications		2,916			2,666			5,582			(4,734	)		—			(4,734	)

Amounts reclassified from accumulated other comprehensive income (loss)		(75	)		146			71			(91	)		342			251


Net current-period other comprehensive income (loss)		2,841			2,812			5,653			(4,825	)		342			(4,483	)

Ending balance	$	3,182		$	(1,776	)	$	1,406		$	1,024		$	(7,154	)	$	(6,130	)

Amounts in parentheses indicate debits on the consolidated balance sheets.

Page 29

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the nine-month periods ended September 30, 2014 and 2013:


	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) ^(a)
Details about Accumulated Other Comprehensive Income (Loss) Components	For the nine months ended September 30, 2014			For the nine months ended September 30, 2013			Affected Line Item in the Statement Where Net Income is Presented

Unrealized gains and losses on available-for-sale securities	$	114		$	138		Net gain on sale of securities
Tax effect		(39	)		(47	)	Income tax expense

		75			91		Net of tax

Amortization of defined benefit pension items
Actuarial losses		(222	)^(b)		(518	)^(b)	Salaries, wages and benefits
Tax effect		76			176		Income tax expense

		(146	)		(342	)	Net of tax


Total reclassifications for the period	$	(71	)	$	(251	)	Net of tax

^(a)	Amounts in parentheses indicate expenses and other amounts indicate income.

^(b)	These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

Page 30

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the three-month periods ended September 30, 2014 and 2013:


	For the Three-Month Period Ended September 30, 2014								For the Three-Month Period Ended September 30, 2013
	Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total		Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total

Beginning balance	$	2,777		$	(1,834	)	$	943	$	1,662		$	(7,273	)	$	(5,611	)

Other comprehensive income (loss) before reclassifications		406			—			406		(585	)		—			(585	)

Amounts reclassified from accumulated other comprehensive income (loss)		(1	)		58			57		(53	)		119			66


Net current-period other comprehensive income (loss)		405			58			463		(638	)		119			(519	)

Ending balance	$	3,182		$	(1,776	)	$	1,406	$	1,024		$	(7,154	)	$	(6,130	)

Amounts in parentheses indicate debits on the consolidated balance sheets.

Page 31

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three-month periods ended September 30, 2014 and 2013:


	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) ^(a)
Details about Accumulated Other Comprehensive Income (Loss) Components	For the three months ended September 30, 2014			For the three months ended September 30, 2013			Affected Line Item in the Statement Where Net Income is Presented

Unrealized gains and losses on available-for-sale securities	$	1		$	80		Net gain on sale of securities
Tax effect		—			(27	)	Income tax expense

		1			53		Net of tax

Amortization of defined benefit pension items
Actuarial losses		(89	)^(b)		(180	)^(b)	Salaries, wages and benefits
Tax effect		31			61		Income tax expense

		(58	)		(119	)	Net of tax


Total reclassifications for the period	$	(57	)	$	(66	)	Net of tax

^(a)	Amounts in parentheses indicate expenses and other amounts indicate income.

^(b)	These accumulated other comprehensive (income) loss components are included in the computation of net periodic pension cost.

Page 32

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(7) Earnings per Common Share

Basic earnings per share are net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under stock options, computed using the treasury stock method and the impact of the Company’s convertible preferred shares using the “if converted” method.


	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Basic
Net income	$	2,306	$	1,566	$	7,257	$	5,136
Preferred stock dividends		406		289		1,467		869

Net income available to common shareholders - basic	$	1,900	$	1,277	$	5,790	$	4,267


Weighted average common shares outstanding - basic		7,707,917		7,707,917		7,707,917		7,707,917


Basic earnings per common share	$	0.25	$	0.17	$	0.75	$	0.55


Diluted
Net income available to common shareholders - basic	$	1,900	$	1,277	$	5,790	$	4,267
Preferred stock dividends on convertible preferred stock		406		—		1,201		—

Net income available to common shareholders - diluted	$	2,306	$	1,277	$	6,991	$	4,267

Weighted average common shares outstanding for earnings per common share basic		7,707,917		7,707,917		7,707,917		7,707,917
Add: Dilutive effects of convertible preferred shares		3,196,931		—		3,196,931		—


Average shares and dilutive potential common shares outstanding - diluted		10,904,848		7,707,917		10,904,848		7,707,917


Diluted earnings per common share	$	0.21	$	0.17	$	0.64	$	0.55

Stock options for 10,000 common shares that have an exercise price of $35.00 were not considered in computing diluted earnings per common share for the three- and nine-month periods ended September 30, 2013 because they were anti-dilutive. There were no stock options outstanding during the three- and nine-month periods ended September 30, 2014.

Page 33

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

For the three- and nine-month periods ended September 30, 2014 there were 3,196,931 dilutive shares related to the Company’s convertible preferred shares. Under the “if converted” method, all convertible preferred shares are assumed to be converted into common shares at the corresponding conversion rate. These additional shares are then added to the common shares outstanding to calculate diluted earnings per share. Additionally, the dividends paid on the convertible preferred shares are added back to net income under this method.

(8) Commitments, Contingencies and Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows for September 30, 2014 and December 31, 2013:


	Contract Amount
	September 30, 2014				December 31, 2013
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitment to extend credit:
Lines of credit and construction loans	$	9,408	$	169,918	$	11,866	$	151,332
Overdraft protection		4		19,490		18		21,084
Letters of credit		200		1,022		200		2,411

	$	9,612	$	190,430	$	12,084	$	174,827

Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.05% to 8.75% at September 30, 2014 and 3.05% to 13.75% at December 31, 2013, respectively. Maturities extend up to 30 years.

Citizens is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The average reserve balance maintained in accordance with such requirements was $4,922 on September 30, 2014 and $2,959 on December 31, 2013.

Page 34

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(9) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan for all employees who have attained the age of 20¹⁄₂, completed six months of service and work 1,000 or more hours per year. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014 the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014. This curtailment resulted in a reduction to the projected benefit obligation of $4,039. Also, the curtailment resulted in an increase in accumulated other comprehensive income (loss) of $2,666.

Net periodic pension expense was as follows:


	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Service cost	$	94		$	310		$	264		$	893
Interest cost		201			228			581			656
Expected return on plan assets		(312	)		(249	)		(903	)		(716	)
Other components		89			180			222			518

Net periodic pension cost	$	72		$	469		$	164		$	1,351

The total amount of contributions expected to be paid by the Company in 2014 is $1,515, compared to $4,900 in 2013. The 2013 contribution included $3,000 related to settlements of several retirements.

(10) Stock Options

The Company’s 2000 Stock Option and Stock Appreciation Rights Plan (“2000 Stock Option Plan”) authorized the Company to grant options to buy up to an aggregate of 225,000 common shares of the Company to directors, officers and employees of the Company. The exercise price of stock options granted under the 2000 Stock Option Plan was based on the market price of the Company’s common shares at the date of grant, the maximum option term was ten years, and options normally vested after three years. The Stock Option Plan expired in 2010, and no further stock options or other awards may be granted by the Company under the 2000 Stock Option Plan. Additionally, all options outstanding under the plan expired on April 12, 2013.

At the Company’s annual meeting of shareholders held on April 15, 2014, the shareholders of the Company approved the First Citizens Banc Corp 2014 Incentive Plan (“2014 Incentive Plan” and together with the 2000 Stock Option Plan, the “Plans”). The 2014 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. No options or awards have been granted under the 2014 Incentive Plan.

Page 35

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

A summary of the activity in the Plans is as follows:


	Nine months ended September 30, 2013 Total options outstanding
	Shares			Weighted Average Price Per Share

Outstanding at beginning of year		10,000		$	35.00
Granted		—			—
Exercised		—			—
Forfeited		—			—
Expired		(10,000	)		(35.00	)

Options outstanding, end of period		—		$	—


Options exercisable, end of period		—		$	—

The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of our common shares as of the reporting date. As of September 30, 2013, there were no options that had intrinsic value.

(11) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value. Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

Debt securities: The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Equity securities: The Company’s equity securities are not actively traded in an open market. The fair values of these equity securities available for sale is determined by using market data inputs for similar securities that are observable (Level 2 inputs).

Page 36

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The fair value of the swap asset is based on an external derivative valuation model using data inputs as of the valuation date and classified Level 2.

Impaired loans: The fair values of impaired loans are determined using the fair values of collateral for collateral dependent loans, or discounted cash flows. The Company uses independent appraisals, discounted cash flow models and other available data to estimate the fair value of collateral (Level 3 inputs).

Other real estate owned: The fair value of other real estate owned is determined using the fair value of collateral. The Company uses appraisals and other available data to estimate the fair value of collateral (Level 3 inputs). The appraised values are discounted to represent an estimated value in a distressed sale. Additionally, estimated costs to sell the property are used to further adjust the value.

Assets measured at fair value are summarized below.


	Fair Value Measurements at September 30, 2014 Using:
	(Level 1)		(Level 2)		(Level 3)

Assets:

Assets measured at fair value on a recurring basis:

U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	44,739	$	—
Obligations of states and political subdivisions		—		87,253		—
Mortgage-backed securities in government sponsored entities		—		68,366		—
Equity securities in financial institutions		—		533		—
Fair value of swap asset		—		1,078		—
Fair value of swap liability		—		1,078		—

Assets measured at fair value on a nonrecurring basis:

Impaired loans	$	—	$	—	$	10,863
Other real estate owned		—		—		266

Page 37

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)


	Fair Value Measurements at December 31, 2013 Using:
	(Level 1)		(Level 2)		(Level 3)

Assets:

Assets measured at fair value on a recurring basis:

U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	51,560	$	—
Obligations of states and political subdivisions		—		80,625		—
Mortgage-backed securities in government sponsored entities		—		66,979		—
Equity securities in financial institutions		—		449		—
Fair value of swap asset		—		286		—
Fair value of swap liability		—		286		—

Assets measured at fair value on a nonrecurring basis:

Impaired loans	$	—	$	—	$	15,548
Other real estate owned		—		—		173

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2014.


	Quantitative Information about Level 3 Fair Value Measurements
September 30, 2014	Fair Value Estimate		Valuation Technique	Unobservable Input	Range

Impaired loans	$	10,863	Appraisal of collateral	Appraisal adjustments	10% - 30%

				Liquidation expense	5% - 10%

				Holding period	0 - 30 months

			Discounted cash flows	Discount rates	3.8% - 8.0%

Other real estate owned	$	266	Appraisal of collateral	Appraisal adjustments	10% - 30%

				Liquidation expense	5% - 10%

Page 38

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2013.


	Quantitative Information about Level 3 Fair Value Measurements
December 31, 2013	Fair Value Estimate		Valuation Technique	Unobservable Input	Range

Impaired loans	$	15,548	Appraisal of collateral	Appraisal adjustments	10% - 30%

				Liquidation expense	0% - 10%

				Holding period	0 - 30 months

			Discounted cash flows	Discount rates	2% - 8.5%

Other real estate owned	$	173	Appraisal of collateral	Appraisal adjustments	10% - 30%

				Liquidation expense	0% - 10%

Page 39

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The carrying amount and fair values of financial instruments are as follows.


September 30, 2014	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	24,128	$	24,128	$	24,128	$	—	$	—
Securities available for sale		200,891		200,891		—		200,891		—
Loans, held for sale		1,399		1,399		1,399		—		—
Loans, net of allowance for loan losses		871,573		884,219		—		—		884,219
Other securities		12,554		12,554		12,554		—		—
Bank owned life insurance		19,518		19,518		19,518		—		—
Accrued interest receivable		4,523		4,523		4,523		—		—
Fair value swap asset		1,078		1,078		—		1,078		—

Financial Liabilities:
Nonmaturing deposits		750,590		750,590		750,590		—		—
Time deposits		230,044		231,510		—		—		231,510
Federal Home Loan Bank advances long term		17,500		17,954		—		—		17,954
Federal Home Loan Bank advances short term		8,700		8,669		8,669		—		—
Securities sold under agreement to repurchase		20,128		20,128		20,128		—		—
Subordinated debentures		29,427		23,635		—		—		23,635
Accrued interest payable		134		134		134		—		—
Fair value swap liability		1,078		1,078		—		1,078		—

Page 40

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)


December 31, 2013	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	34,186	$	34,186	$	34,186	$	—	$	—
Securities available for sale		199,613		199,613		—		199,613		—
Loans, held for sale		438		438		438		—		—
Loans, net of allowance for loan losses		844,713		861,252		—		—		861,252
Other securities		15,424		15,424		15,424		—		—
Bank owned life insurance		19,145		19,145		19,145		—		—
Accrued interest receivable		3,881		3,881		3,881		—		—
Fair value swap asset		286		286		—		286		—

Financial Liabilities:
Nonmaturing deposits		706,126		706,126		706,126		—		—
Time deposits		236,349		237,837		—		—		237,837
Federal Home Loan Bank advances		37,726		38,767		—		—		38,767
Securities sold under agreement to repurchase		20,053		20,053		20,053		—		—
Subordinated debentures		29,427		20,605		—		—		20,605
Accrued interest payable		156		156		156		—		—
Fair value swap liability		286		286		—		286		—

Page 41

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Cash and due from financial institutions: The carrying amounts for cash and due from financial institutions approximate fair value because they have original maturities of less than 90 days and do not present unanticipated credit concerns.

Securities available for sale: The fair value of securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For equity securities, management uses market information related to the value of similar institutions to determine the fair value (Level 2 inputs).

Other securities: The carrying value of regulatory stock approximates fair value based on applicable redemption provisions.

Loans, held-for-sale: Loans held for sale are priced individually at market rates on the day that the loan is locked for commitment to an investor. Because the holding period of such loans is typically short, the carrying value generally approximates the fair value at the time the commitment is received. All loans in the held-for-sale account conform to Fannie Mae underwriting guidelines, with specific intent of the loan being purchased by an investor at the predetermined rate structure.

Loans, net of allowance for loan losses: Fair values for loans, other than impaired, are estimated for portfolios of loans with similar financial characteristics. The fair value of performing loans has been estimated by discounting expected future cash flows of the underlying portfolios. The discount rates used in these calculations are generally derived from the treasury yield curve and are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate inherent in the loan. The estimated maturity is based on the Company’s historical experience with repayments for each loan classification. Changes in these significant unobservable inputs used in discounted cash flow analysis, such as the discount rate or prepayment speeds, could lead to changes in the underlying fair value.

Bank owned life insurance: The carrying value of bank owned life insurance approximates the fair value based on applicable redemption provisions.

Accrued interest receivable and payable and securities sold under agreements to repurchase: The carrying amounts for accrued interest receivable, accrued interest payable and securities sold under agreements to repurchase approximate fair value because they are generally received or paid in 90 days or less and do not present unanticipated credit concerns.

Deposits: The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, is equal to the amount payable on demand.

The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the current market rates currently offered for deposits of similar remaining maturities.

Page 42

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The deposits’ fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

Federal Home Loan Bank (“FHLB”) advances: Rates available to the Company for borrowed funds with similar terms and remaining maturities are used to estimate the fair value of borrowed funds.

Subordinated debentures: The fair value of subordinated debentures is based on the discounted value of contractual cash flows of the underlying debt agreements. The discount rate is estimated using the current rate for the borrowing from the FHLB with the most similar terms.

The fair values of the fair value swaps used for interest rate risk management represents the amount the Company would have expected to receive or pay to terminate such agreements.

(12) Preferred Shares

On January 23, 2009, the Company issued and sold to the U.S. Treasury of 23,184 of newly-issued non-voting preferred shares in conjunction with the Company’s participation in the Troubled Asset Relief Program (TARP). The Company and the U.S. Treasury entered into a Letter Agreement, dated January 23, 2009, including the Securities Purchase Agreement – Standard Terms attached thereto, pursuant to which the Company issued and sold to the U.S. Treasury (1) 23,184 Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value and having a liquidation preference of $1,000 per share (Preferred Shares), and (2) a Warrant to purchase 469,312 common shares of the Company, each without par value, at an exercise price of $7.41 per share. The Warrant had a ten-year term. Under the standardized terms of the preferred shares, cumulative dividends on the Preferred Shares accrued on the liquidation preference at a rate of 5% per annum for the first five years, and would have accrued at a rate of 9% per annum thereafter. The Preferred Shares had no maturity date and ranked senior to the common shares with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. The Preferred Shares qualified as Tier 1 capital for regulatory purposes.

On July 3, 2012, the U.S. Treasury completed the sale of all 23,184 of the Preferred Shares to various investors pursuant to a modified “Dutch auction” process. On September 5, 2012, the Company completed the repurchase of the Warrant for an aggregate purchase price of $563.

On December 19, 2013, the Company completed the sale of 1,000,000 depositary shares, each representing a 1/40th ownership interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, of the Company, with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share). The Company sold the maximum of 1,000,000 depositary shares in the offering, resulting in gross proceeds to the Company of $25,000.

Using proceeds from the sale of the depositary shares, the Company redeemed all of the Series A Preferred Shares for an aggregate purchase price of $22,857, which redemption was completed as of February 15, 2014.

Page 43

First Citizens Banc Corp

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(13) Merger

On September 11, 2014, FCBC and TCNB Financial Corp. (“TCNB”) issued a press release announcing the signing of an Agreement and Plan of Merger (the “Merger Agreement”) by and among FCBC, FC Merger Corp. (“Merger Corp.”), a newly-formed Ohio corporation and wholly-owned subsidiary of FCBC, and TCNB pursuant to which FCBC will acquire TCNB and its wholly-owned subsidiary, The Citizens National Bank of Southwestern Ohio (“Citizens National”).

Under the terms of the Merger Agreement, FCBC has agreed to pay $23.50 in cash for each of the 733,000 outstanding TCNB common shares. In addition, FCBC has agreed to cash out all of the 3,500 outstanding TCNB stock options for an amount equal to the difference between $23.50 per share and the exercise price of the stock options. The aggregate cash consideration to be paid by FCBC in respect of the outstanding TCNB common shares and the cash-out of outstanding TCNB stock options is approximately $17.2 million.

It is anticipated that Citizens National will be merged with and into Citizens, upon completion of the transaction. At that time, Citizens National’s three banking offices located in Dayton, Ohio will become branches of Citizens. As of June 30, 2014, TCNB and Citizens National had total consolidated assets of $105 million, total loans of $75 million and total deposits of $93 million.

The merger is anticipated to be completed during the first quarter of 2015, and is subject to the satisfaction of the closing conditions in the Merger Agreement and the approval of the appropriate regulatory authorities and of the shareholders of TCNB.

Page 44

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion focuses on the consolidated financial condition of the Company at September 30, 2014 compared to December 31, 2013, and the consolidated results of operations for the three- and nine-month periods ended September 30, 2014, compared to the same periods in 2013. This discussion should be read in conjunction with the consolidated financial statements and footnotes included in this Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to such matters as financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as “believe,” “belief,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause actual results, performance or achievements to differ from results discussed in the forward-looking statements include, but are not limited to, changes in financial markets or national or local economic conditions; sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; legislation or regulatory changes or actions; increases in Federal Deposit Insurance Corporation (“FDIC”) insurance premiums and assessments; changes in tax laws; failure of or breach in our information and data processing systems; unforeseen litigation; and other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks identified in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.

Page 45

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Financial Condition

Total assets of the Company at September 30, 2014 were $1,181,999 compared to $1,167,546 at December 31, 2013, an increase of $14,453, or 1.2 percent. The increase in total assets was mainly attributable to an increase in securities available-for-sale, loans held for sale and loans, partially offset by a decrease in cash and due from banks, other securities and office premises and equipment, net. Total liabilities at September 30, 2014 were $1,066,116 compared to $1,039,170 at December 31, 2013, an increase of $26,946, or 2.6 percent. The increase in total liabilities was mainly attributable to an increase in total deposits offset by a decrease in federal home loan bank advances.

Net loans have increased $26,860 or 3.2 percent since December 31, 2013. The Commercial Real Estate, Residential Real Estate, Real Estate Construction and Consumer and Other loan portfolios increased $1,322, $15,175, $15,280 and $3,262, respectively, since December 31, 2013, while the Commercial and Agricultural loan portfolio decreased $9,262. The current increase in Commercial Real Estate loans is the result of strong loan demand for this type of product in our market area. The current increase in Residential Real Estate loans is mainly the result of adjustable rate portfolio jumbo loans to physicians and others, mostly in our urban markets. In general, the company originates and sells the majority of its mortgage loans in the secondary market. The current increase in Real Estate Construction loans is mainly due to an increase in the demand for commercial real estate construction loans and advances on existing commercial real estate construction loans in the Columbus and Akron markets, which we serve. The current increase in Consumer and Other loans is mainly the result of pooled dealer loan purchases. The current decrease in Commercial and Agricultural loans is the result of the pay down of loan balances on agricultural loans.

Loans held for sale have increased $961 or 219.4 percent since December 31, 2013. At September 30, 2014, the net loan to deposit ratio was 88.9 percent compared to 89.6 percent at December 31, 2013. This ratio has declined in 2014 due to the increase in deposits.

For the nine months of operations in 2014, $1,500 was placed into the allowance for loan losses from earnings, compared to $1,100 in the same period of 2013. While net charge-offs have decreased, the increase in provision for loan losses in the first nine months of 2014 is primarily related to the increased size of the loan portfolio compared to a year ago. Net charge-offs have decreased to $2,583, compared to $3,545 in 2013. The allowance for loan losses as a percent of total loans was 1.74 percent at September 30, 2014 and 1.92 percent at December 31, 2013. For the first nine months of 2014, the Company has charged off eighty-seven loans. Fifty-four Real Estate Mortgage loans totaling $1,113 net of recoveries, eleven Commercial Real Estate loans totaling $1,370 net of recoveries, eight Commercial and Agriculture loans totaling $88 net of recoveries and zero Real Estate Construction loans totaling ($5) net of recoveries were charged off in the first nine months of the year. In addition, fourteen Consumer and Other loans totaling $17, net of recoveries, were charged off. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Nonperforming loans have decreased by $4,629 which was solely due to a decrease in loans on nonaccrual status which was driven by decreases in loan delinquency. Each of these factors was considered by management as part of the examination of both the level and mix of the allowance by loan type as well as the overall level of the allowance. Management specifically evaluates loans that are impaired for estimates of loss. To evaluate the adequacy of the allowance for loan losses to cover probable losses in the portfolio, management

Page 46

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

considers specific reserve allocations for identified portfolio loans, reserves for delinquencies and historical reserve allocations. The composition and overall level of the loan portfolio and charge-off activity are also factors used to determine the amount of the allowance for loan losses.

Management analyzes each Commercial and Commercial Real Estate loan, with balances of $350 or larger, on an individual basis and designates a loan as impaired when it is in nonaccrual status or when an analysis of the borrower’s operating results and financial condition indicate that underlying cash flows are not adequate to meet its debt service requirements. In addition, loans held for sale are excluded from consideration as impaired. Loans are generally moved to nonaccrual status when 90 days or more past due. Impaired loans, or portions thereof, are charged-off when deemed uncollectible.

The available for sale security portfolio increased by $1,278, from $199,613 at December 31, 2013 to $200,891 at September 30, 2014. The increase is mainly the result of the Company reinvesting proceeds from maturing securities. As of September 30, 2014, the Company was in compliance with all pledging requirements.

Other securities have decreased $2,870 from December 31, 2013 to September 30, 2014 mainly due to the repurchase of bank securities by FHLB of $3,009.

Bank owned life insurance (BOLI) increased $373 from December 31, 2013 to September 30, 2014 due to increases in the cash surrender value of the underlying insurance policies.

Premises and equipment, net, have decreased $1,842 from December 31, 2013 to September 30, 2014, as a result of depreciation of $849 and disposals of $1,250, offset by new purchases of $257. Included in disposals are office premises and equipment, having a net value of $135 that were donated during the third quarter of 2014.

Total deposits at September 30, 2014 increased $38,159 from year-end 2013. Noninterest-bearing deposits increased $18,178 from year-end 2013, while interest-bearing deposits, including savings and time deposits, increased $19,981 from December 31, 2013. The primary reason for the increase in noninterest-bearing deposits was due to an increase in commercial accounts related to the Company’s participation in a tax refund processing program. The interest-bearing deposit increase was mainly due to increases in savings accounts, including money markets, interest-bearing demand accounts and brokered deposits offset by decreases in time certificates and individual retirement accounts (IRA). Savings accounts increased $16,221 from year-end 2013, which included increases of $4,390 in statement savings and $12,399 in money market savings. Interest-bearing demand deposits increased $10,066 from year end 2013, which included increases of $15,448 in interest-bearing public funds and $1,781 in interest-bearing checking accounts offset by a decrease of $7,661 in NOW accounts. Brokered deposits increased $15,088 from year-end 2013. The Company is using brokered deposits to partially fund matured FHLB advances. Time certificates and IRAs decreased $19,904 and $2,527, respectively, from year-end 2013. This decrease was offset by an increase in CDARS accounts of $1,037. The year-to-date average balance of total deposits increased $73,440 compared to the average balance of the same period in 2013. The increase in average balance is due to increases of $77,802 in demand deposit accounts, $16,186 in interest-bearing demand and savings accounts, offset by a decrease of $20,548 in time deposits.

Page 47

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

FHLB advances decreased $11,526 from year-end 2013. The Company had three FHLB advances mature during the nine months ended September 30, 2014. The first advance matured on June 1, 2014, in the amount of $211. This advance had terms of one hundred twenty months with a fixed rate of 4.85%. The advance was not replaced. The second advance matured on August 15, 2014, in the amount of $20,000. This advance had terms of forty-two months with a fixed rate of 2.06%. The third advance matured on September 10, 2014, in the amount of $10,000. This advance had terms of sixty months with a fixed rate of 2.96%. On August 15, 2014, the Company advanced $10,000 from the FHLB. This advance has terms of forty-two months with a fixed rate of 1.50%. In addition, as of September 30, 2014, the Company has $8,700 advanced from the FHLB in short-term borrowings. Securities sold under agreements to repurchase, which tend to fluctuate, have increased $75 from December 31, 2013 to September 30, 2014.

Shareholders’ equity at September 30, 2014 was $115,883, or 9.8 percent of total assets, compared to $128,376, or 11.0 percent of total assets, at December 31, 2013. The decrease in shareholders’ equity resulted from dividends on preferred shares and common shares of $1,467 and $1,079, respectively, and the redemption of Series A preferred shares of $22,857, offset by net income of $7,257, a decrease in the Company’s pension liability, net of tax, of $2,812, and an increase in the fair value of securities available for sale, net of tax, of $2,841. Total outstanding common shares at September 30, 2014 and December 31, 2013 were 7,707,917.

Page 48

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Results of Operations

Nine Months Ended September 30, 2014 and 2013

The Company had net income of $7,257 for the nine months ended September 30, 2014, an increase of $2,121 from net income of $5,136 for the same nine months of 2013. Basic earnings per common share were $0.75 for the nine months ended September 30, 2014, compared to $0.55 for the same period in 2013. Diluted earnings per common share were $0.64 for the nine months ended September 30, 2014, compared to $0.55 for the same period in 2013. The primary reasons for the changes in net income are explained below.

Net interest income for the nine months ended September 30, 2014 was $31,115, an increase of $1,431 from $29,684 in the same nine months of 2013. The Company’s net interest margin for the nine months ended September 30, 2014 and 2013 was 3.73% and 3.77%, respectively. Total interest income for the nine months ended September 30, 2014 was $34,347, an increase of $909 from $33,438 in the same nine months of 2013. Average earning assets increased 5.5 percent during the nine months ended September 30, 2014 as compared to the same period in 2013. Average loans, non-taxable securities and interest-bearing deposits in other banks for the first nine months of 2014 increased 6.5 percent, 7.1 percent and 15.8 percent, respectively, compared to the first nine months of last year. Interest-bearing deposits in other banks increased due to our tax refund processing program. The timing of cash inflows and outflows from this program leads to large, but temporary, increases in cash on deposit. Although the program was in place during the first nine months of 2013, the volume of tax refunds processed, and therefore cash on deposit, increased dramatically in 2014. The yield on earning assets decreased 12 basis points for the first nine months of 2014 compared to the first nine months of last year. The yield on loans, taxable securities and non-taxable securities decreased 14 basis points, 12 basis points and 12 basis points, respectively, compared to the first nine months of 2013. These factors combined resulted in a modest increase in total interest income for the first nine months of 2014. Total interest expense for the nine months ended September 30, 2014 was $3,232, a decrease of $522 from $3,754 in the same nine months of 2013. Interest expense on time deposits and FHLB advances decreased $368 and $142, respectively, in the first nine months of 2014 compared to the same period in 2013. Average time deposits and FHLB advances for the first nine months of 2014 decreased 8.2 percent and 10.4 percent, respectively, compared to the first nine months of 2013. The interest rate paid on time deposits and FHLB advances during the first nine months of 2014 also decreased by 13 basis points and 14 basis points, respectively, as compared to the same period in 2013.

Page 49

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the condensed average balance sheets for the nine months ended September 30, 2014 and 2013. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 34% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.


	Nine Months Ended September 30,
	2014								2013
	Average balance			Interest		Yield/ rate *			Average balance			Interest		Yield/ rate *
Assets:
Interest-earning assets:
Loans	$	866,424		$	29,850		4.61	%	$	813,888		$	28,871		4.75	%
Taxable securities		152,311			2,610		2.31	%		158,699			2,826		2.43	%
Non-taxable securities		62,544			1,750		5.83	%		58,379			1,637		5.95	%
Interest-bearing deposits in other banks		69,728			137		0.26	%		60,232			104		0.23	%

Total interest-earning assets	$	1,151,007			34,347		4.11	%	$	1,091,198			33,438		4.23	%

Noninterest-earning assets:
Cash and due from financial institutions		40,540								26,786
Premises and equipment, net		16,186								16,953
Accrued interest receivable		4,070								4,104
Intangible assets		24,218								24,570
Other assets		8,513								10,582
Bank owned life insurance		19,318								18,787
Less allowance for loan losses		(16,224	)							(19,747	)

Total Assets	$	1,247,628							$	1,173,233


Liabilities and Shareholders Equity:
Interest-bearing liabilities:
Demand and savings	$	500,560		$	282		0.08	%	$	484,374		$	308		0.09	%
Time		229,091			1,458		0.85	%		249,639			1,826		0.98	%
FHLB		35,671			887		3.32	%		39,819			1,029		3.46	%
Federal funds purchased		55			—		0.00	%		37			—		0.00	%
Subordinated debentures		29,427			590		2.68	%		29,427			575		2.61	%
Repurchase Agreements		19,167			15		0.10	%		20,475			16		0.10	%

Total interest-bearing liabilities	$	813,971			3,232		0.53	%	$	823,771			3,754		0.61	%

Noninterest-bearing deposits		309,345								231,543
Other liabilities		10,865								14,426
Shareholders’ Equity		113,447								103,493

Total Liabilities and Shareholders’ Equity	$	1,247,628							$	1,173,233


Net interest income and interest rate spread				$	31,115		3.58	%				$	29,684		3.62	%

Net interest margin							3.73	%							3.77	%

*	- All yields and costs are presented on an annualized basis

Page 50

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the nine months ended September 30, 2014 and 2013. The table is presented on a fully tax-equivalent basis.


	Increase (decrease) due to:
	Volume⁽¹⁾			Rate⁽¹⁾			Net
	(Dollars in thousands)
Interest income:
Loans	$	1,827		$	(848	)	$	979
Taxable securities		(113	)		(103	)		(216	)
Nontaxable securities		120			(7	)		113
Interest-bearing deposits in other banks		18			15			33

Total interest income	$	1,852		$	(943	)	$	909


Interest expense:
Demand and savings		10			(36	)		(26	)
Time		(143	)		(225	)		(368	)
FHLB		(104	)		(38	)		(142	)
Subordinated debentures		—			15			15
Repurchase agreements		(1	)		—			(1	)

Total interest expense	$	(238	)	$	(284	)	$	(522	)


Net interest income	$	2,090		$	(659	)	$	1,431

(1)	The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

The Company provides for loan losses through regular provisions to the allowance for loan losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations required on the allowance for loan losses. Provision for loan losses totaled $1,500 for the nine months ended September 30, 2014, compared to $1,100 for the same period in 2013. The increase in provision for loan losses in the first nine months of 2014 is related to the increased size of the loan portfolio compared to a year ago. Management believes the overall adequacy of the reserve for loan losses supported an increased provision, compared to September 30, 2013.

Noninterest income for the nine months ended September 30, 2014 was $11,016, an increase of $1,893 or 20.7 percent from $9,123 for the same period of 2013. The primary reasons for the increase follow.

Service charge fee income for the period ended September 30, 2014 was $3,078, down $42 or 1.3 percent over the same period of 2013. The decrease is primarily due to a decrease in overdraft fees partially offset by an increase in business service charges.

Page 51

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Trust fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Trust fee income increased $433 or 22.1 percent during the first nine months of 2014 compared to the same period in 2013. The increase in wealth management revenue is due to both an increase in asset valuations as well as an increase in accounts. These factors were offset by a $ 47.7 million decrease in assets related to out-of-area accounts inherited from a previous acquisition. First Citizens made the decision to better focus our efforts on local accounts and began the process of moving these accounts out of the Bank. From the end of 2013, assets under management decreased by 2.0%, to $458.9 million. The out-of-area accounts were lower yielding accounts and the lost revenue was more than offset by increased revenue related to other assets under management.

BOLI income decreased $50 or 11.8 percent during the first nine months of 2014 compared to the same period in 2013. The decrease is due to lower yields received in the current year.

Gain on the sale of securities decreased $24 during the first nine months of 2014 compared to the same period of 2013. Management, from time to time, will reposition the investment portfolio to match liquidity needs of the Company.

The Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors. The third-party vendors pay us a fee for processing the payments. Tax refund processing fees increased $1,892 or 441.0 percent during the first nine months of 2014 compared to the same period in 2013. In 2014, the Company added vendors to its tax refund processing program. Additional volume for the first nine months of 2014, compared to the same period in 2013, was the main reason for the increase in revenue. This fee income is seasonal in nature, the majority of which is received in the first quarter of the year.

Gain on the sale of loans decreased $104 during the first nine months of 2014 compared to the same period of 2013. The decrease is due to a decrease in volume of loans sold during the first nine months of 2014 as compared to the same period in 2013. Our mortgage banking business was adversely affected by weather in the first quarter of 2014.

Other noninterest income decreased $220 or 27.5 percent during the first nine months of 2014 compared to the same period in 2013. The decrease is due to a decrease in gain on the sale of OREO property, gain on the sale of fixed assets and swap fee income during the first nine months of 2014 as compared to the same period in 2013.

Noninterest expense for the nine months ended September 30, 2014 was $31,068, a decrease of $229, from $31,297 reported for the same period of 2013. The primary reasons for the decrease follow.

Salary and other employee costs were $16,661, down $178 or 1.1 percent as compared to the same period of 2013. The decrease is primarily due to a decrease in pension costs which were offset by increases in salaries and commissions. As of April 30, 2014, the Company has frozen its pension plan. While the plan still exists, no new participants will be added and no additional benefits will accrue.

Page 52

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Contracted data processing costs were $1,080, up $114 or 11.8 percent compared to the same period in 2013 due to increases in cost of technology services.

State franchise taxes decreased by $203 compared to the same period of 2013. Effective January 1, 2014, the State of Ohio’s corporate franchise tax was replaced with the financial institutions tax (FIT). The new tax is based on equity capital, whereas, the corporate franchise tax was based on net worth. In addition, the new law lowered tax rates.

Amortization expense decreased $32, or 5.0 percent from the same period of 2013, as a result of scheduled amortization of intangible assets associated with mergers.

FDIC assessments were down by $79 during the nine months ended September 30, 2014 compared to the same period of 2013 due to a decrease in the assessment rates.

Net occupancy and equipment costs were $2,794, up $250 or 9.8 percent compared to the same period in 2013. The increase was primarily due to increased grounds maintenance and utility expense attributable to harsher winter weather. Building repair and maintenance costs increased for the first nine months of 2014 as compared to the same period of 2013. In addition, equipment costs increased due to a policy change within the Company. Equipment purchases of $5 and under are now expensed rather than capitalized. During the first nine months of 2013, equipment purchases of $1 and under were expensed.

ATM costs were $606, up $123 or 25.5 percent compared to the same period in 2013. The increase is due to an increase in vendor charges in 2014.

Marketing costs were $901, up $324 or 56.2 percent compared to the same period in 2013. The increase is due to efforts to unify our marketing approach in order to improve the impact of marketing dollars spent.

Professional service costs were $1,332, down $140 or 9.5 percent compared to the same period in 2013. The decrease is mainly due to reduced legal and audit fees, investment advisory fees and consulting fees during the first nine months of 2014 as compared to the same period in 2013.

Repossession expenses were $521, down $310 or 37.3 percent compared to the same period in 2013. In the third quarter of 2013, a large settlement was paid to resolve a loan credit. The reduction in repossession expense as of September 30, 2014, is mainly attributable to the settlement in 2013. In addition, expenses related to repossessions are lower this year compared to the same period last year.

Other operating expenses were $5,189, down $98 or 1.9 percent compared to the same period in 2013. This decrease was primarily due to SBA expense and telephone expense. SBA expense decreased in the first nine months of 2014 due a decrease in SBA loan sales as compared to the first nine months of 2013. During the fourth quarter of 2013, the Company installed a new telephone system. As a result, the Company has reduced telephone expenses during the first nine months of 2014 as compared to the first nine months of 2013. Offsetting these reductions is an increase in donation expenses. The Company donated premises and equipment in the third quarter of 2014 with a net value of $135.

Page 53

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Income tax expense for the nine months ended September 30, 2014 totaled $2,306, up $1,032 compared to the same period in 2013. The effective tax rates for the nine-month periods ended September 30, 2014 and September 30, 2013 were 24.1% and 19.9%, respectively. The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income. The increase in the effective tax rate is primarily due to an increase in pretax income for the nine month period ending September 30, 2014 as compared to the same period in 2013.

Page 54

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Three Months Ended September 30, 2014 and 2013

The Company had net income of $2,306 for the three months ended September 30, 2014, an increase of $740 from net income of $1,566 for the same three months of 2013. Basic earnings per common share were $0.25 for the quarter ended September 30, 2014, compared to $0.17 for the same period in 2013. Diluted earnings per common share were $0.21 for the quarter ended September 30, 2014, compared to $0.17 for the same period in 2013. The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended September 30, 2014 was $10,684, an increase of $767 from $9,917 in the same three months of 2013. The Company’s net interest margin for the three months ended September 30, 2014 and 2013 was 3.94% and 3.78%, respectively. Total interest income for the three months ended September 30, 2014 was $11,667, an increase of $540 from $11,127 in the same three months of 2013. Average earning assets increased 3.4 percent during the quarter ended September 30, 2014 as compared to the same period in 2013. Average loans and non-taxable securities for the third quarter of 2014 increased 8.0 percent and 8.7 percent, respectively, compared to the third quarter of last year. The yield on earning assets increased 7 basis points for the third quarter of 2014 compared to the third quarter of last year. The yield on loans and non-taxable securities decreased 8 basis points and 12 basis points, respectively, compared to the third quarter of 2013. These factors combined resulted in a modest increase in total interest income for the third quarter of 2014. Total interest expense for the three months ended September 30, 2014 was $983, a decrease of $227 from $1,210 in the same three months of 2013. Interest expense on time deposits and FHLB advances decreased $127 and $103, respectively in the third quarter of 2014 compared to the same period in 2013. Average time deposits and FHLB advances for the third quarter of 2014 decreased 6.5 percent and 18.6 percent, respectively compared to the third quarter of 2013. The interest rate paid on time deposits and FHLB advances during the third quarter of 2014 also decreased by 16 basis points and 50 basis points, respectively as compared to the same period in 2013.

Page 55

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the condensed average balance sheets for the three months ended September 30, 2014 and 2013. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 34% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.


	Three Months Ended September 30,
	2014								2013
	Average balance			Interest		Yield/ rate *			Average balance			Interest		Yield/ rate *
Assets:
Interest-earning assets:
Loans	$	883,459		$	10,218		4.59	%	$	818,073		$	9,621		4.67	%
Taxable securities		146,060			845		2.33	%		153,734			901		2.34	%
Non-taxable securities		64,575			595		5.75	%		59,398			579		5.87	%
Interest-bearing deposits in other banks		16,628			9		0.21	%		43,453			26		0.24	%

Total interest-earning assets	$	1,110,722			11,667		4.30	%	$	1,074,658			11,127		4.23	%

Noninterest-earning assets:
Cash and due from financial institutions		21,698								21,136
Premises and equipment, net		15,297								16,779
Accrued interest receivable		3,987								3,983
Intangible assets		24,026								24,362
Other assets		7,123								11,191
Bank owned life insurance		19,442								18,927
Less allowance for loan losses		(15,721	)							(19,362	)

Total Assets	$	1,186,574							$	1,151,674


Liabilities and Shareholders Equity:
Interest-bearing liabilities:
Demand and savings	$	501,765		$	94		0.08	%	$	486,680		$	89		0.07	%
Time		226,483			458		0.80	%		242,125			585		0.96	%
FHLB		31,705			236		2.95	%		38,964			339		3.45	%
Federal funds purchased		162			—		0.00	%		109			—		0.00	%
Subordinated debentures		29,427			190		2.56	%		29,427			192		2.59	%
Repuchase Agreements		17,045			5		0.12	%		19,873			5		0.10	%

Total interest-bearing liabilities	$	806,587			983		0.48	%	$	817,178			1,210		0.59	%

Noninterest-bearing deposits		257,903								218,273
Other liabilities		7,722								14,635
Shareholders’ Equity		114,362								101,588

Total Liabilities and Shareholders’ Equity	$	1,186,574							$	1,151,674


Net interest income and interest rate spread				$	10,684		3.82	%				$	9,917		3.64	%

Net interest margin							3.94	%							3.78	%

*	- All yields and costs are presented on an annualized basis

Page 56

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the three months ended September 30, 2014 and 2013. The table is presented on a fully tax-equivalent basis.


	Increase (decrease) due to:
	Volume⁽¹⁾			Rate⁽¹⁾			Net
	(Dollars in thousands)
Interest income:
Loans	$	758		$	(161	)	$	597
Taxable securities		(45	)		(11	)		(56	)
Nontaxable securities		50			(34	)		16
Interest-bearing deposits in other banks		(15	)		(2	)		(17	)

Total interest income	$	748		$	(208	)	$	540


Interest expense:
Demand and savings		3			2			5
Time		(36	)		(91	)		(127	)
FHLB		(58	)		(45	)		(103	)
Subordinated debentures		—			(2	)		(2	)
Repurchase agreements		(1	)		1			—

Total interest expense	$	(92	)	$	(135	)	$	(227	)


Net interest income	$	840		$	(73	)	$	767

(1)	The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

The Company provides for loan losses through regular provisions to the allowance for loan losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations required on the allowance for loan losses. The Company did not provide for loan losses for the three months ended September 30, 2014, compared to $300 for the same period in 2013. The decrease in provision for loan losses in the third quarter of 2014 is related to the resolution of long term problem credits. These resolutions led either to recovery of past charge offs or to the elimination of a specific allocation due to the resolution of the underlying credit. Management believes the overall adequacy of the reserve for loan losses supported a decreased provision, compared to September 30, 2013.

Noninterest income for the three months ended September 30, 2014 was $3,012, a decrease of $65 or 2.1 percent from $3,077 for the same period of 2013. The primary reasons for the decrease follow.

Page 57

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Service charge fee income for the period ended September 30, 2014 was $1,071, down $17 or 1.6 percent over the same period of 2013. The decrease is primarily due to a decrease in overdraft fees partially offset by an increase in business service charges.

Trust fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Trust fee income increased $87 or 11.8 percent during the third quarter of 2014 compared to the same period in 2013. The increase in wealth management revenue is due to both an increase in asset valuations as well as an increase in accounts. These factors were offset by a decrease in assets related to out-of-area accounts inherited from a previous acquisition. First Citizens made the decision to better focus our efforts on local accounts and began the process of moving these accounts out of the Bank. The out-of-area accounts were lower yielding accounts and the lost revenue was more than offset by increased revenue related to other assets under management.

BOLI income decreased $14 or 10.6 percent during the third quarter of 2014 compared to the same period in 2013. The decrease is due to lower yields received in the current year.

Gain on the sale of securities decreased $79 during the third quarter of 2014 compared to the same period of 2013. Management, from time to time, will reposition the investment portfolio to match liquidity needs of the Company.

Gain on the sale of loans increased $153 during the third quarter of 2014 compared to the same period of 2013. The increase is due to an increase in volume of loans sold during the third quarter of 2014 as compared to the same period in 2013.

Other noninterest income decreased $199 or 53.4 percent during the third quarter of 2014 compared to the same period in 2013. The decrease is due to a decrease in gain on the sale of OREO property and swap fee income during the third quarter of 2014 as compared to the same period of 2013

Noninterest expense for the three months ended September 30, 2014 was $10,661, a decrease of $84, from $10,745 reported for the same period of 2013. The primary reasons for the decrease follow.

Salary and other employee costs were $5,657, down $96 or 1.7 percent as compared to the same period of 2013. The decrease is mainly due to a decrease in pension costs and insurance cost offset by increases in salaries and commissions expense.

Page 58

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Contracted data processing costs were $369, up $45 or 13.9 percent compared to the same period in 2013 due to increases in cost of technology services.

State franchise taxes decreased by $79 compared to the same period of 2013. Effective January 1, 2014, the State of Ohio’s corporate franchise tax was replaced with the financial institutions tax (FIT). The new tax is based on equity capital, whereas, the corporate franchise tax was based on net worth. In addition, the new law lowered tax rates.

Amortization expense decreased $11, or 5.2 percent from the same period of 2013, as a result of scheduled amortization of intangible assets associated with mergers.

FDIC assessments were down by $21 during the quarter ended September 30, 2014 compared to the same period of 2013 due to a decrease in the assessment rates.

Net occupancy and equipment costs were $830, up $17 or 2.1 percent compared to the same period in 2013. Equipment costs increased due to a policy change within the Company. Equipment purchases of $5 and under are now expensed rather than capitalized. During the third quarter of 2013, equipment purchases of $1 and under were expensed.

ATM costs were $203, up $36 or 21.6 percent compared to the same period in 2013. The increase is due to an increase in vendor charges in 2014.

Marketing costs were $300, up $108 or 56.3 percent compared to the same period in 2013. The increase is due to efforts to unify our marketing approach in order to improve the impact of marketing dollars spent.

Professional service costs were $538, up $43 or 8.7 percent compared to the same period in 2013. The increase is mainly due to increased consulting fees related to merger expenses paid during the third quarter of 2014 as compared to the same period in 2013.

Repossession expenses were $187, down $187 or 50.0 percent compared to the same period in 2013. In the third quarter of 2013, a large settlement was paid to resolve a loan credit. The reduction in repossession expense as of September 30, 2014, is mainly attributable to the settlement in 2013.

Other operating expenses were $1,924, up $61 or 3.3 percent compared to the same period in 2013. This increase was primarily due to increased donation expenses. The Company donated premises and equipment in the third quarter of 2014 with a net value of $135. This increase was offset by a reduction in SBA expense and telephone expense. SBA expense decreased in the third quarter of 2014 due a decrease in SBA loan sales as compared to the third quarter of 2013. During the fourth quarter of 2013, the Company installed a new telephone system. As a result, the Company has reduced telephone expenses during the third quarter of 2014 as compared to the third quarter of 2013.

Income tax expense for the three months ended September 30, 2014 totaled $729, up $346 compared to the same period in 2013. The effective tax rates for the three-month periods ended September 30, 2014

Page 59

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

and September 30, 2013 were 24.0% and 19.7%, respectively. The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income. The increase in the effective tax rate is primarily due to an increase in pretax income for the third quarter of 2014 as compared to the same period in 2013.

Capital Resources

Shareholders’ equity totaled $115,883 at September 30, 2014 compared to $128,376 at December 31, 2013. The decrease in shareholders’ equity resulted from net income of $7,257, a $2,812 net decrease in the Company’s pension liability and an increase in the fair value of securities available for sale, net of tax, of $2,841, which were more than offset by dividends on preferred shares and common shares of $1,467 and $1,079, respectively, and the redemption of Series A preferred shares of $22,857. All of the Company’s capital ratios exceeded the regulatory guidelines for capital adequacy and for treatment as “well capitalized” under prompt corrective action provisions, as of September 30, 2014 and December 31, 2013 as identified in the following table:


	Total Risk Based Capital			Tier I Risk Based Capital			Leverage Ratio
Corporation Ratios - September 30, 2014		15.0	%		13.8	%		10.3	%
Corporation Ratios - December 31, 2013		17.1	%		15.8	%		11.6	%
For Capital Adequacy Purposes		8.0	%		4.0	%		4.0	%
To Be Well Capitalized Under Prompt Corrective Action Provisions		10.0	%		6.0	%		5.0	%

The Company paid a cash dividend of $0.04 per common share on February 1, 2014 and cash dividends of $0.05 per common share each on May 1 and August 1, 2014. In 2013, the Company paid a cash dividend of $0.03 per common share on February 1 and cash dividends of $0.04 per common share each on May 1 and August 1. The Company paid the final 5.00% cash dividend on its Series A preferred shares in the amount of approximately $266 at the time of redemption, which was completed on February 15, 2014. The Company also paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $388 on March 17, 2014 and 6.50% cash dividends on its Series B preferred shares in the amount of approximately $406 each on June 16 and September 15, 2014.

Liquidity

The Company maintains a conservative liquidity position. All securities are classified as available for sale. Securities, with maturities of one year or less, totaled $135, or 0.1 percent of the total security portfolio. The available for sale portfolio helps to provide the Company with the ability to meet its funding needs. The Consolidated Statements of Cash Flows (Unaudited) contained in the consolidated financial statements detail the Company’s cash flows from operating activities resulting from net earnings.

Page 60

First Citizens Banc Corp

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Net cash provided by operations for the period ended September 30, 2014 was $11,043. This includes net income of $7,257 plus net adjustments of $3,786 to reconcile net earnings to net cash provided by operations. Cash provided by operations is primarily from proceeds from sale of loans, net change in other assets and accrued expenses and provision for loan losses of $29,616, $1,347 and $1,500, respectively. This increase was offset by loans originated for sale of $30,107. Cash used by investing activities was $22,406 for the period ended September 30, 2014. Cash received from investing activities is primarily from maturing and called securities, sold securities and the redemption of FHLB stock of $38,343, $18,088 and $3,009, respectively. This increase in cash was offset by security purchases, net loan repayments and consumer loan purchases of $54,425, $25,406 and $3,120, respectively. Cash provided from financing activities for the first nine months of 2014 totaled $1,305. The increase of cash from financing activities is due to the net change in deposits and FHLB advances of $38,159 and $18,700, respectively for the first nine months of 2014. Noninterest-bearing deposits increased $18,178 from year-end 2013, while interest-bearing deposits, including savings and time deposits, increased $19,981 during the first nine months of 2014. Cash of $22,857 was used to repurchase the Company’s Series A Preferred Stock during the first quarter of 2014. In addition, securities sold under agreements to repurchase increased $75 and $2,546 was used to pay dividends. Cash and cash equivalents decreased from $34,186 at December 31, 2013 to $24,128 at September 30, 2014.

Future loan demand of Citizens may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available for sale. Additional sources of funds may also come from borrowing in the Federal Funds market and/or borrowing from the FHLB. Through its correspondent banks, Citizens maintains federal funds borrowing lines totaling $35,000. As of September 30, 2014, Citizens had total credit availability with the FHLB of $124,503, with a remaining borrowing capacity of approximately $75,103.

Page 61

First Citizens Banc Corp

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risk exposure is interest-rate risk and, to a lesser extent, liquidity risk. All of the Company’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure.

Interest-rate risk is the exposure of a banking organization’s financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value. However, excessive levels of interest-rate risk can pose a significant threat to the Company’s earnings and capital base. Accordingly, effective risk management that maintains interest-rate risk at prudent levels is essential to the Company’s safety and soundness.

Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest-rate risk and the organization’s quantitative level of exposure. When assessing the interest-rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest-rate risk at prudent levels with consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and, where appropriate, asset quality.

The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Company, adopted a Joint Agency Policy Statement on interest-rate risk, effective June 26, 1996. The policy statement provides guidance to examiners and bankers on sound practices for managing interest-rate risk, which will form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The policy statement also outlines fundamental elements of sound management that have been identified in prior Federal Reserve guidance and discusses the importance of these elements in the context of managing interest-rate risk. Specifically, the guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk-management process that effectively identifies, measures, and controls interest-rate risk.

Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest-rate changes. For example, assume that an institution’s assets carry intermediate- or long-term fixed rates and that those assets were funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution’s interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institution’s profits could decrease on existing assets because the institution will have either lower net interest income or, possibly, net interest expense. Similar risks exist when assets are subject to contractual interest-rate ceilings, or rate sensitive assets are funded by longer-term, fixed-rate liabilities in a decreasing-rate environment.

Page 62

First Citizens Banc Corp

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

Several techniques may be used by an institution to minimize interest-rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Company’s primary asset/liability management technique is the measurement of the Company’s asset/liability gap, that is, the difference between the cash flow amounts of interest sensitive assets and liabilities that will be refinanced (or repriced) during a given period. For example, if the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year, or longer period, the institution is in an asset sensitive gap position. In this situation, net interest income would increase if market interest rates rose or decrease if market interest rates fell. If, alternatively, more liabilities than assets will reprice, the institution is in a liability sensitive position. Accordingly, net interest income would decline when rates rose and increase when rates fell. Also, these examples assume that interest rate changes for assets and liabilities are of the same magnitude, whereas actual interest rate changes generally differ in magnitude for assets and liabilities.

Several ways an institution can manage interest-rate risk include selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or securities; and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest-rate risk. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. The Company has not purchased derivative financial instruments in the past and does not currently intend to purchase such instruments in the near future. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refinance its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Company’s interest income and overall asset yields. A large portion of an institution’s liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or securities. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.

The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of December 31, 2013 and September 30, 2014, based on certain prepayment and account decay assumptions that management believes are reasonable. The table shows the changes in the Company’s net portfolio value (in amount and percent) that would result from hypothetical interest rate increases of 200 basis points and 100 basis points and an interest rate decrease of 100 basis points at September 30, 2014 and December 31, 2013.

Page 63

First Citizens Banc Corp

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

The Company had no significant derivative financial instruments or trading portfolio as of December 31, 2013 or September 30, 2014. Expected maturity date values for interest-bearing core deposits were calculated based on estimates of the period over which the deposits would be outstanding. The Company’s borrowings were tabulated by contractual maturity dates and without regard to any conversion or repricing dates.


Net Portfolio Value
	September 30, 2014							December 31, 2013
Change in Rates	Dollar Amount		Dollar Change		Percent Change			Dollar Amount		Dollar Change		Percent Change
+200bp		163,426		14,642		10	%		154,501		8,613		6	%
+100bp		157,729		8,945		6	%		151,871		5,983		4	%
Base		148,784		—		—			145,888		—		—
-100bp		150,808		2,024		1	%		160,141		14,253		10	%

The change in net portfolio value from December 31, 2013 to September 30, 2014, can be attributed to two factors. The yield curve has seen a downward, nearly parallel, shift since the end of the year, although the shorter end of the curve shifted less. Additionally, both the mix of assets and funding sources has changed. The mix of assets has shifted toward loans and cash and away from securities, which leads to less volatility. The funding mix shifted from CDs and borrowed money to deposits, which tends to increase volatility. The shifts in mixes led to the increase in the base. Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values. The change in the rates up scenarios for both the 100 and 200 basis point movements would lead to a faster decrease in the fair value of liabilities, compared to assets. Accordingly we would see an increase in the net portfolio value. A downward change in rates would lead to an increase in the net portfolio value as the fair value of assets would increase more quickly than the fair value of liabilities.

Page 64

First Citizens Banc Corp

Controls and Procedures

Form 10-Q

(Amounts in thousands, except share data)

ITEM 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive and our principal financial officers, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive and our principal financial officers concluded that our disclosure controls and procedures as of September 30, 2014, were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 65

First Citizens Banc Corp

Other Information

Form 10-Q

Part II - Other Information


Item 1.	Legal Proceedings

	There were no new material legal proceedings or material changes to existing legal proceedings during the current period.

Item 1A.	Risk Factors

	There were no material changes to the risk factors disclosed in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	None

Item 3.	Defaults upon Senior Securities

	None

Item 4.	Mine Safety Disclosures

	Not applicable

Item 5.	Other Information

	None

Item 6.	Exhibits

	3.2	Amended and Restated Code of Regulations of First Citizens Banc Corp (adopted April 15, 2008)

	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

	31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer.

	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	101	The following materials from First Citizens Banc Corp’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S- T: (i) Consolidated Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013; (ii) Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2014 and 2013; (iv) Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the three and nine months ended September 30, 2014; (v) Condensed Consolidated Statement of Cash Flows (Unaudited) for the three and nine months ended September 30, 2014 and 2013; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited)

Page 66

First Citizens Banc Corp

Signatures

Form 10-Q

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.


First Citizens Banc Corp

/s/ James O. Miller				November 7, 2014
James O. Miller				Date
President, Chief Executive Officer

/s/ Todd A. Michel				November 7, 2014
Todd A. Michel				Date
Senior Vice President, Controller

Page 67

First Citizens Banc Corp

Index to Exhibits

Form 10-Q

Exhibits


Exhibit	Description	Location

2.1	Agreement and Plan of Merger, dated as September 10, 2014, by and among First Citizens Banc Corp, FC Merger Corp. and TCNB Financial Corp.	Filed as Exhibit 2.1 to First Citizens Banc Corp’s Current Report on Form 8-K dated and filed September 11, 2014, and incorporated herein by reference. (File No. 1-36192)

3.1(a)	Articles of Incorporation, as amended, of First Citizens Banc Corp.	Filed as Exhibit 3.1 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 16, 2006 and incorporated herein by reference. (File No. 0-25980)

3.1(b)	Certificate of Amendment by Shareholders or Members as filed with the Ohio Secretary of State on January 12, 2009, evidencing the adoption by the shareholders of First Citizens Banc Corp on January 5, 2009 of an amendment to Article FOURTH to authorize the issuance of up to 200,000 preferred shares, without par value.	Filed as Exhibit 3.1(b) to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 16, 2009 and incorporated herein by reference. (File No. 0-25980)

3.1(c)	Certificate of Amendment by Directors or Incorporators to Articles, filed with the Ohio Secretary of State on January 21, 2009, evidencing adoption of an amendment by the Board of Directors of First Citizens Banc Corp to Article FOURTH to establish the express terms of the Fixed Rate Cumulative Perpetual Preferred Shares, Series A, of First Citizens.	Filed as Exhibit 3.1 to First Citizens Banc Corp’s Current Report on Form 8-K dated and filed January 26, 2009, and incorporated herein by reference. (File No. 0-25980)

3.1(d)	Certificate of Amendment by Directors or Incorporators to Articles, filed with the Ohio Secretary of State on November 1, 2013, evidencing adoption of an amendment by the Board of Directors of First Citizens Banc Corp to Article FOURTH to establish the express terms of the 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B, of First Citizens Banc Corp.	Filed as Exhibit 3.4 to First Citizens Banc Corp’s Pre-Effective Amendment No. 1 to Form S-1 Registration Statement dated and filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169)

3.2	Amended and Restated Code of Regulations of First Citizens Banc Corp (adopted April 15, 2008).	Included herewith

31.1	Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer.	Included herewith

31.2	Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer.	Included herewith

Page 68

First Citizens Banc Corp

Index to Exhibits

Form 10-Q


32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included herewith

32.2	Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included herewith

101	The following materials from First Citizens Banc Corp’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets (Unaudited) as of September 30, 2014 and December 31, 2013; (ii) Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2014 and 2013; (iv) Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the three and nine months ended September 30, 2014; (v) Condensed Consolidated Statement of Cash Flows (Unaudited) for the three and nine months ended September 30, 2014 and 2013; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited).	Included herewith

Page 69