-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MXYogeCrSfE/lzKTaWhmHjBYWcAyIv4DCC7gv24BTDLx2vpxvVTkWQ+yq+T9cnOc yYY60TlJvoS+cvIGqNr65g== 0000737210-96-000019.txt : 19960816 0000737210-96-000019.hdr.sgml : 19960816 ACCESSION NUMBER: 0000737210-96-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNB BANCORP INC CENTRAL INDEX KEY: 0000737210 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341406303 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13203 FILM NUMBER: 96612755 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 2162446000 10-Q 1 1 Form 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR [ ] 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 0-13203 LNB Bancorp, Inc. (Exact name of the registrant as specified in its charter) Ohio 34-1406303 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 457 Broadway, Lorain, Ohio 44052 - 1769 (Address of principal executive offices) (Zip Code) (216) 244 - 6000 Registrant's telephone number, including area code 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, and (2) has been subject to such requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at August 1, 1996: 4,127,178 shares Class of Common Stock: $1.00 par value 2 LNB Bancorp, Inc. Quarterly Report on Form 10-Q Quarter Ended June 30, 1996 Part I - Financial Information Item 1 - Financial Statements Interim financial information required by Requisition 210.10-01 of Regulation S-X is included in this Form 10-Q as referenced below: Page Number(s) Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statements of 8 Cash Flows Notes to the Condensed Consolidated Financial 10 Statements Item 2 - Management's Discussion and Analysis 12 of Financial Condition and Results of Operations Part II - Other Information Item 1 - Legal Proceedings 16 Item 2 - Changes in Securities 16 Item 3 - Defaults upon Senior Securities 16 Item 4 - Submission of matters to a Vote of 16 Security Holders Item 5 - Other Information 16 Item 6 - Exhibits and Reports on Form 8-K 16 Signatures 16 Exhibit Index 17 3 FORM 10-Q LNB BANCORP, INC. PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS JUNE 30, DECEMBER 31, CONDENSED CONSOLIDATED BALANCE SHEETS 1996 1995 ------------- ------------- (Unaudited) (See Note 1) ASSETS: Cash and due from banks $ 24,131,000 $ 27,428,000 Federal funds sold and other interest bearing instruments 705,000 102,000 Securities: Securities available for sale 14,424,000 15,161,000 Investment securities 86,624,000 89,405,000 ------------ ------------ Total Securities 101,048,000 104,566,000 (Market value $100,926,000 and $106,076,000, respectively) Total Loans 285,655,000 276,493,000 Reserve for possible loan losses (3,995,000) (4,002,000) ------------ ------------ Net loans 281,660,000 272,491,000 ------------ ------------ Premises and equipment, net 10,871,000 11,006,000 Other assets 6,073,000 6,010,000 ------------ ------------ TOTAL ASSETS $424,488,000 $421,603,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY: Noninterest-bearing deposits $ 61,554,000 $ 60,163,000 Interest-bearing deposits 296,013,000 293,292,000 ------------ ------------ Total deposits 357,567,000 353,455,000 Federal funds purchased and securities sold under agreements to repurchase 21,154,000 24,148,000 Federal Home Bank Advances 360,000 -0- Other liabilities 2,998,000 3,209,000 ------------ ------------ Total Liabilities 382,079,000 380,812,000 Shareholders' equity: Common stock $1.00 par: Authorized 5,000,000 Outstanding 4,126,878 and 4,039,347, respectively 4,126,000 4,039,000 Additional capital 20,077,000 17,854,000 Retained earnings 18,247,000 18,856,000 Net unrealized security losses (41,000) 42,000) ------------ ------------ Total Shareholders' Equity 42,409,000 40,791,000 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $424,488,000 $421,603,000 ============ ============ Note 1: The consolidated balance sheet at December 31, 1995 has been taken from the audited Financial Statements and condensed. See notes to condensed consolidated financial statements. 4 FORM 10-Q LNB BANCORP, INC. Unaudited PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS SIX MONTHS ENDED CONDENSED CONSOLIDATED STATEMENTS JUNE 30, OF INCOME ------------------------- 1996 1995 INTEREST INCOME ------------------------- Interest and fees on loans: Taxable $12,615,000 $12,077,000 Tax-exempt 31,000 39,000 Interest and dividends on securities: Taxable 3,025,000 2,680,000 Tax-exempt 135,000 217,000 Interest on Federal funds sold and other interest bearing instruments 118,000 122,000 ----------- ----------- TOTAL INTEREST INCOME 15,924,000 15,135,000 ----------- ----------- INTEREST EXPENSE: Interest on certificates of deposit of $100,000 or more 897,000 822,000 Interest on other deposits 4,300,000 4,261,000 Interest on Federal funds purchased and securities sold under agreements to repurchase 450,000 624,000 Other interest 1,000 1,000 ----------- ----------- TOTAL INTEREST EXPENSE 5,648,000 5,708,000 ----------- ----------- NET INTEREST INCOME 10,276,000 9,427,000 Provision for possible loan losses 300,000 200,000 NET INTEREST INCOME AFTER PROVISION ----------- ----------- FOR POSSIBLE LOAN LOSSES 9,976,000 9,227,000 ----------- ----------- OTHER INCOME: Trust division income 536,000 477,000 Service charges on deposit accounts 1,010,000 758,000 Other charges, fees and exchanges 851,000 840,000 Other operating income 51,000 8,000 ----------- ----------- TOTAL OTHER INCOME 2,448,000 2,083,000 STATEMENT CONTINUED ON NEXT PAGE 5 STATEMENT CONTINUED FROM PREVIOUS PAGE OTHER EXPENSES: Salaries and employee benefits 4,010,000 3,764,000 Net occupancy expense 639,000 604,000 Furniture and equipment expense 1,078,000 1,001,000 FDIC deposit insurance premium 1,000 368,000 Ohio Franchise Tax 290,000 248,000 Other operating expenses 2,283,000 2,005,000 ------------ ------------ TOTAL OTHER EXPENSES 8,301,000 7,990,000 ------------ ------------ INCOME BEFORE FEDERAL INCOME TAXES 4,123,000 3,320,000 FEDERAL INCOME TAXES 1,346,000 1,055,000 ------------ ------------ NET INCOME $ 2,777,000 $ 2,265,000 ============ ============ PER SHARE DATA: EARNINGS $ .67 $ .55 ====== ====== CASH DIVIDENDS $ .28 $ .24 ====== ====== See notes to condensed consolidated financial statements. 6 FORM 10-Q LNB BANCORP, INC. Unaudited PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS THREE MONTHS ENDED CONDENSED CONSOLIDATED STATEMENTS JUNE 30, OF INCOME -------------------------- 1996 1995 INTEREST INCOME -------------------------- Interest and fees on loans: Taxable $ 6,373,000 $ 6,200,000 Tax-exempt 15,000 19,000 Interest and dividends on securities: Taxable 1,525,000 1,375,000 Tax-exempt 62,000 118,000 Interest on Federal funds sold and other interest bearing instruments 57,000 77,000 ----------- ----------- TOTAL INTEREST INCOME 8,032,000 7,789,000 ----------- ----------- INTEREST EXPENSE: Interest on certificates of deposit of $100,000 or more 453,000 429,000 Interest on other deposits 2,104,000 2,226,000 Interest on Federal funds purchased and securities sold under agreements to repurchase 212,000 336,000 Other interest 1,000 1,000 ----------- ----------- TOTAL INTEREST EXPENSE 2,770,000 2,992,000 ----------- ----------- NET INTEREST INCOME 5,262,000 4,797,000 Provision for possible loan losses 175,000 100,000 NET INTEREST INCOME AFTER PROVISION ----------- ----------- FOR POSSIBLE LOAN LOSSES 5,087,000 4,697,000 ----------- ----------- OTHER INCOME: Trust division income 258,000 238,000 Service charges on deposit accounts 526,000 383,000 Other charges, fees and exchanges 428,000 379,000 Other operating income 15,000 5,000 ----------- ----------- TOTAL OTHER INCOME 1,227,000 1,005,000 STATEMENT CONTINUED ON NEXT PAGE 7 STATEMENT CONTINUED FROM PREVIOUS PAGE OTHER EXPENSES: Salaries and employee benefits 2,024,000 1,868,000 Net occupancy expense 311,000 297,000 Furniture and equipment expense 537,000 494,000 FDIC deposit insurance premium -0- 182,000 Ohio Franchise Tax 143,000 123,000 Other operating expenses 1,158,000 1,006,000 ------------ ------------ TOTAL OTHER EXPENSES 4,173,000 3,970,000 ------------ ------------ INCOME BEFORE FEDERAL INCOME TAXES 2,141,000 1,732,000 FEDERAL INCOME TAXES 690,000 554,000 ------------ ------------ NET INCOME $ 1,451,000 $ 1,178,000 ============ ============ PER SHARE DATA: EARNINGS $ .35 $ .28 ====== ===== CASH DIVIDENDS $ .14 $ .12 ====== ===== See notes to condensed consolidated financial statements. 8 FORM 10-Q LNB BANCORP, INC. Unaudited PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS SIX MONTHS ENDED CONDENSED CONSOLIDATED STATEMENTS JUNE 30, OF CASH FLOWS ------------------------- 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: ------------------------- Interest received $15,971,000 $14,906,000 Other income received 2,442,000 2,010,000 Interest paid (5,736,000) (5,365,000) Cash paid for salaries and benefits (3,665,000) (3,701,000) Net occupancy expense of premises paid (491,000) (446,000) Furniture and equipment expenses paid (383,000) (369,000) Cash paid for supplies and postage (468,000) (459,000) Cash paid for other operating expenses (2,372,000) (2,895,000) Federal income taxes paid (1,395,000) (955,000) ----------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 3,903,000 1,762,000 ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceed from maturities of securities available for sale 11,722,000 1,921,000 Proceeds from maturities of investment securities 8,479,000 15,088,000 Purchases of securities available for sale (7,739,000) (2,468,000) Purchases of investment securities (9,102,000) (20,187,000) Net decrease in credit card loans 232,000 500,000 Net increase in long-term loans (9,823,000) (12,599,000) Purchases of bank premises, equipment and software (677,000) (1,214,000) ----------- ---------- NET CASH USED IN INVESTING ACTIVITIES (6,908,000) (18,959,000) ----------- ---------- STATEMENT CONTINUED ON NEXT PAGE 9 STATEMENT CONTINUED FROM PREVIOUS PAGE CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in demand and other noninterest-bearing deposits 1,391,000 2,110,000 Net increase (decrease) in savings and passbook deposits (2,361,000) (12,207,000) Net increase (decrease) in time deposits 5,082,000 24,554,000 Net increase (decrease) in Federal funds purchased and other interest bearing insturments (3,014,000 2,125,000 Federal Home Loan Bank Advances 360,000 -0- Proceeds from exercise of stock options 66,000 96,000 Dividends paid (1,213,000) (1,025,000) ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 311,000 16,617,000 ----------- ----------- NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS (2,694,000) (580,000) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 27,530,000 21,275,000 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF QUARTER $24,836,000 $20,695,000 =========== =========== See notes to condensed consolidated financial statements. 10 FORM 10-Q LNB Bancorp, Inc. Unaudited PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INTRODUCTION The following areas of discussion pertain to the condensed consolidated financial statements of LNB Bancorp, Inc. at June 30, 1996, compared to December 31, 1995 and the results of operations for the six months ending June 30, 1996 compared to the same period in 1995. It is the intent of this discussion to provide the reader with a more thorough understanding of the condensed consolidated financial statements and supporting schedules, and should be read in conjunction with those condensed consolidated financial statements and schedules. LNB Bancorp, Inc. is not aware of any trends, events, or uncertainties that might have a material effect on the soundness of operations; neither is LNB Bancorp, Inc. aware of any proposed recommendations by regulatory authorities which would have a similar effect if implemented. BASIS OF PRESENTATION The unaudited condensed consolidated balance sheet as of June 30, 1996, the condensed consolidated statements of income and the condensed consolidated statements of cash flows for the six months ended June 30, 1996 and 1995 are prepared in accordance with generally accepted accounting principles for interim financial information. The above mentioned statements reflect all normal and recurring adjustments which are, in the opinion of Management, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Corporation's December 31, 1995 Annual Report to Shareholders. The results of operations for the period ended June 30, 1996 are not necessarily indicative of the operating results for the full year. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RESERVE FOR POSSIBLE LOAN LOSSES Because some loans may not be repaid in full, a reserve for possible loan losses is recorded. This reserve is increased by provisions charged to earnings and is reduced by loan charge-offs, net of recoveries. Estimating the risk of loss on any loan is necessarily subjective. Accordingly, the reserve is maintained by Management at a level considered adequate to cover possible loan losses that are 11 currently anticipated based on Management's evaluation of several key factors including information about specific borrower situations, their financial position and collateral values, current economic conditions, changes in the mix and levels of the various types of loans, past charge-off experience and other pertinent information. The reserve for possible loan losses is based on estimates using currently available information, and ultimate losses may vary from current estimates due to changes in circumstances. These estimates are reviewed periodically and, as adjustments become necessary, they are reported in earnings in the periods in which they become known. While Management may periodically allocate portions of the reserve for specific problem situations, the entire reserve is available for any charge-offs that may occur. Charge-offs are made against the reserve for possible loan losses when Management concludes that it is probable that all or a portion of a loan is uncollectible. After a loan is charged-off, collection efforts continue and future recoveries may occur. The Corporation adopted the provision of Statement of Financial Accounting Standards No. 114 (SFAS No. 114), "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118 "Accounting for Creditors for Impairment of a Loan - Income Recognition and Disclosure" on January 1, 1995. SFAS No. 114 provides guidelines for measuring impairment losses on loans. Under SFAS No. 114, a loan is considered impaired, based on current information and events, if it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of the expected future cash flows discounted at the loans initial effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. If the loan valuation is less than the recorded value of the loan, an impairment reserve must be established for the difference. The impairment reserve is established by either an allocation of the reserve for possible loan losses or by a provision for possible loan losses, depending upon the adequacy of the reserve for possible loan losses. SFAS No. 118 permits existing income recognition practices to continue. RECLASSIFICATIONS Certain 1995 amounts have been reclassified to conform to 1996 presentation. LONG-LIVED ASSETS The Corporation adopted SFAS No. 121 "Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to be Disposed of" on January 1, 1996. This Statement establishes accounting for long-lived assets. Corporate management determined that the adoption of SFAS No. 121 did not have a significant impact on the carrying value of the long-lived assets or on net income during the first half 1996. STOCK-BASED COMPENSATION The Corporation adopted SFAS No. 123 "Accounting for Stock-Based Compensation" on January 1, 1996. This Statement provides elective accounting for stock-based employee compensation arrangements using a fair value model. Companies currently accounting for such arrangements under APB Opinion 25 "Accounting for Stock Issued to Employees," may continue to do so. In accordance with SFAS No. 123, the Corporation has elected to continue to report Stock-Based compensation under APB Opinion 25. Under APB Opinion 25, if the option is fixed and the exercise price of the underlying stock equals the market price on the date of grant, no compensation expense is recognized. Corporate management has determined that the adoption on SFAS No. 123 will have no effect on the Corporation's financial condition or results of operations. However, SFAS No. 123 will increase year-end disclosure requirements for stock-based compensation. 12 2. PER SHARE DATA Earnings per common and common equivalent shares (stock options) have been computed using the weighted average number of shares outstanding during each period after giving consideration to the dilutive effect of incentive stock options, a two percent stock dividend and a five-for-four stock split which were approved by shareholders in 1996 and 1995, respectively. PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION FINANCIAL CONDITION Total assets of the Corporation increased $2,885,000 during the first half of 1996, to $424,488,000. Some of this growth is attributable to a successful marketing program for new and renewal of certificates of deposit. Federal funds sold and other interest bearing insvestments increased by $603,000 during the first six months of 1996. This increase was partially reflected in the $3,297,000 decrease in cash and due from banks. Total securities decreased $3,518,000 ending the first half at $101,048,000. At June 30, 1996 unrealized gains (losses) in the investment securities portfolio were approximately $564,000 and ($686,000), respectively. Nonperforming assets at June 30, 1996 totaled $108,000, down from $1,293,000 at March 31, 1996. The second quarter decrease in nonperforming assets of $1,185,000 resulted from loans being brought current in the amount of $842,000, loans charged-off in the amount of $303,000, reductions of other real estate owned of $95,000 and increases in nonaccrual loans of $56,000. The level of nonperforming assets increased $561,000 during the first quarter 1996. The first quarter increase is the result of a net increase in nonaccrual loans plus an increase in other real estate owned. The increase in nonaccrual loans is due to decreases in nonaccrual principal balances of $374,000 which have been paid off and brought current and increases in nonaccrual principal balances of $840,000. The increase in nonaccrual loans in the first quarter of 1996 was due primarily to three commercial loan customers. The level of nonperforming assets at June 30, 1996 returned to relatively low levels and Corporate management believes nonperforming assets are well collateralized. The table below presents the level of nonperforming assets at the end of the last four calendar quarters. Amounts in thousands 06/30/96 03/31/96 12/31/95 09/30/95 -------- -------- -------- -------- Nonperforming Assets: Nonaccrual $ 69 $1,198 $ 732 $ 356 Restructured 0 0 0 0 Other Real Estate Owned 39 95 0 0 ------ ------ ------ ------ Total Nonperforming Assets $ 108 $1,293 $ 732 $ 356 ====== ====== ====== ====== Reserve for possible loan losses to total nonperforming assets 3,699.07% 305.1% 546.7% 1,106.2% ======== ====== ====== ======= Accruing loans past due 90 days 243 183 0 124 ====== ====== ====== ====== 13 Net loans increased $9,169,000 during the first half to $281,660,000 at June 30, 1996. The reserve for possible loan losses ended the quarter at $3,995,000 supported by a provision for loan losses of $300,000, recoveries of $143,000 and loan charge-offs of $449,000. The reserve for possible loan losses as a percentage of ending loans was 1.40% and 1.45% at December 31, 1995 and June 30, 1996, respectively. Corporate management believes that the level of the reserve for possible loan losses is adequate based upon quantitative analysis of indentified risks and analysis of historical trends. The Corporation's credit policies are reviewed and modified on an ongoing basis in order to remain suitable for the management of credit risk within the loan portfolio as conditions change. At June 30, 1996 there are no significant concentrations of credit in the loan portfolio. The Corporation had outstanding loan and credit commitments to make loans totaling $69,762,000 and $67,947,000 at June 30, 1996 and 1995, respectively. The increase in outstanding loan commitments results from increased loan demand due to better economic and weather conditions, and the beginning of the construction season. Total deposits increased $4,112,000 during the first half to $357,567,000. Non-interest bearing deposits increased to $61,554,000, at June 30, 1996 for an increase of $1,391,000, while interest bearing deposits climbed to $296,013,000 for an increase of $2,721,000. Federal funds sold and securities sold under agreements to repurchase decreased $2,634,000 during the first half. Due to the volatility of customer repurchase agreements, most funds generated by repurchase activity enter the Corporation's earning assets as short-term investments. LIQUIDITY Liquidity measures a corporation's ability to generate cash or otherwise obtain funds at reasonable prices to fund commitments to borrowers as well as the demand of depositors and debt holders. Principal internal sources of liquidity for the Corporation and the Bank are cash and cash equivalents, Federal funds sold, and the maturity structures of investment securities and portfolio loans. Securities and loans available for sale provide another source of liquidity through the cash flows of these interest bearing assets as they mature or are sold. The Corporation continues to maintain a relatively high liquid position in order to take advantage of interest rate fluctuations. As of June 30, 1996, short-term security investments with maturities of one year or less totalled $27,759,000, which represented 27.5% of total securities. Adding cash and due from banks of $24,131,000, and Federal Funds sold and other interest bearing instruments of $705,000, total liquid assets represented 12.4% of total assets. CAPITAL RESOURCES Total shareholders' equity increased to $42,409,000, at June 30, 1996. The increase resulted primarily from $2,777,000 of net income generated from the first six months of operations less a cash dividend payable to shareholders of $1,144,000. Financial Accounting Standards Board Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities", requires that securities which the Bank has classified as "Available-for-Sale" are recorded at market value with any adjustments recorded to equity. The increase in interest rates experienced in the first half of 1996 has caused a decrease in the market value of these securities which resulted in a reduction of shareholders' equity by $83,000 for the six months ended June 30, 1996. 14 The Corporation continues to monitor growth to stay within the constraints established by the regulatory authorities. Under Federal banking regulations, an institution is deemed to be well-capitalized if it has a Risk-based Tier 1 capital ratio of 6.00 percent or greater, a Risk- based Total capital ratio of 10.00 percent or greater and a Leverage ratio of 5.00 percent or greater. The Corporation's Risk-based capital and Leverage ratios have exceeded the ratios for a well-capitalized financial institution for all periods presented above. The Corporation's capital and leverage ratios as of June 30, 1996 and 1995 follow. June 30, --------------------- 1996 1995 ------ ------ Tier I capital ratio 16.93% 16.24% Required Tier I capital ratio 4.00% 4.00% Total capital ratio 18.18% 17.41% Required total capital ratio 8.00% 8.00% Leverage ratio 10.21% 9.60% Required leverage ratio 3.00% 3.00% On an ongoing basis the Corporation analyzes acquisition opportunities in markets which are adjacent to or within the Corporation's current geograph- ical market. Corporate management believes that it's current capital resources are sufficient to support any foreseeable acquisition activity. The Corporation has decided to let the lease lapse on June 30, 1996 for its Plaza branch which is located at 1147 Meister Road, Lorain. A new branch facility was built next to the Corporation's nearby Oberlin Avenue Auto Bank. The new faciltiy opened in June 1996 at a cost of approximately $700,000 for the building, improvements and equipment. The Corporation has filed an application with the Comptroller of Currency to secure approval for the installation of three stand-alone automated teller machine stations. The Corporation is in the process of procuring a lease agreement for one of these locations. There were no material commitments outstanding at June 30, 1996, other than the loan commitments and the contractual obligation for the new Oberlin Avenue branch office. RESULTS OF OPERATIONS Interest and fees on loans for the first half of 1996 increased $530,000 when compared to the first half of 1995. This was the result of the impact of increases in interest rates during the last four quarters combined with loan portfolio growth. Interest and dividends on securities was $3,160,000 for the first half of 1996 for an increase of $266,000 over the same period in 1995. Interest and dividends on securities represented 19.8% of total interest income at June 30, 1996 compared to 19.1% at June 30, 1995. Interest on Federal funds sold and other interest bearing instruments was $115,000 at June 30, 1996 compared to $122,000 at June 30, 1995. The decrease resulted from lower rates which were more than offset by the slight increase in the average balance invested in these forms of financial instruments. Total interest expense increased by $849,000 when compared to the first half of 1995. The increase resulted from increases in average balances of certificates of deposit and checkinvest accounts which more than offset the slight decrease in interest rates. 15 Total other income increased by $365,000 when compared to the first half of 1995. This increase resulted from increases in income from fiduciary fees of $59,000, increases in service charges of $252,000 and increases in other charges of $12,000. The increase in service charges is due, in part, to reevaluating the assessment of transaction account charges. The Corporation continuously monitors non-interest expenses for greater profitability. The entire staff is geared to improving productivity at all levels. Non-interest expense for the six months ended June 30, 1996 was $8,301,000, 3.9% above the first six months of 1995. This increase was due primarily to increases in salaries and benefits, net occupancy expense, furniture and equipment expense, postage rate increase, the impacts of inflation, less a reduction in F.D.I.C. deposit insurance premiums of $367,000. The effective tax rate increased from 31.8% during the first half of 1995 to 32.8% during the first half of 1996. The increase in the effective tax rate is due primarily to the decreases in tax emempt interest income. Net income was $2,777,000 and $2,265,000 for the six months ended June 30, 1996 and 1995, respectively. Net income per share after adjusting for the two percent stock dividend in 1996 and the five-for-four stock split in 1995 was $.67 and $.55 for the six months ended June 30, 1996 and 1995, respectively. IMPACTS OF ACCOUNTING AND REGULATORY PRONOUNCEMENTS Corporate management is not aware of any current recommendations by the Financial Accounting Standards Board or by regulatory authorities which, if they were implemented, would have a material effect on the liquidity, capital resources or operations of the Corporation. However, the potential impact of certain accounting and regulatory pronouncements warrant further discussion. Significant actions by the Federal government and its agencies, affecting the financial institutions industry in general, are currently having and will continue to have an impact on the Corporation. A discussion of these actions follows: "Omnibus Budget Reconciliation Act of 1993": Effective date of impact on the Corporation: August 10, 1993 Impact on the Corporation: Although the cost of tax compliance will increase, Corporate management does not anticipate that this tax act will have a material impact on net income. "The President's Reform Plan for the Savings and Loan Industry" and subsequent action by the FDIC: Effective date (direct impact on the Corporation): January 1, 1990 Impact on the Corporation: During 1993, a risk-related assessment system was developed by the Federal Deposit Insurance Corporation. Effective, January 1, 1993, the Bank was assigned to the lowest deposit insurance rate currently possible. Under the system, the FDIC will reevaluate the Bank's deposit insurance rate on a semi-annual basis. The FDIC approved a new rate schedule due to the fact that the Bank Insurance Fund (BIF) has reached its designated reserve ratio. The new rates became effective September 15, 1995 and are applied retroactive to June 1, 1995. The Bank was assigned the lowest deposit insurance assessment rate under the September 15, 1995 guidelines. During the first half of 1996, the Bank paid FDIC Deposit Insurance Premiums of $1,000 compared to the 1995 first quarter premium of $368,000. The lower 1996 FDIC Premium results from the new rate which was effective September 15, 1995. 16 Part II - OTHER INFORMATION ITEM 1 - Legal Proceedings None ITEM 2 - Changes in Securities None ITEM 3 - Defaults Upon Senior Securities None ITEM 4 - Submission of Matters to a Vote of Security Holders None ITEM 5 - Other Information None ITEM 6 - Exhibits and Reports on Form 8-K (a) Exhibit (11) - Computation of Shares Used for Earnings Per Share Calculation. (b) Exhibit (13) - Second Quarter Report to shareholders of LNB Bancorp, Inc., June 30, 1996. (c) Reports on Form 8-K There were no reports on Form 8-K filed for the six months ended June 30, 1996. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LNB BANCORP, INC. (registrant) Date: August 13, 1996 /s/ Gregory D. Friedman _________________________ Gregory D. Friedman, Senior Vice President, Chief Operating Officer and Chief Financial Officer Date: August 13, 1996 /s/ Mitchell J. Fallis _________________________ Mitchell J. Fallis, Vice President and Chief Accounting Officer 17 LNB Bancorp, Inc. Form 10-Q Exhibit Index Pursuant to Item 601 (a) of Regualtion S-K S-K Reference Exhibit (10a) Supplemental Retirement Agreement by and between James F. Kidd and The Lorain National Bank dated July 30, 1996. (10b) Supplemental Retirement Agreement by and between Thomas P. Ryan and The Lorain National Bank dated July 30, 1996. (10c) Supplemental Retiremenat Agreement by and between Gregory D. Friedman and The Lorain National Bank dated July 30, 1996. (11) Computation of Shares Used for Earnings Per Share Calculations (12) Second Quarter Report to Shareholders of LNB Bancorp, Inc. June 30, 1996 - EDGAR Version (27) Financial Data Schedule EX-10 2 18 LNB Bancorp, Inc. Exhibit to Form 10-Q (For the six months ended June 30, 1996) S - K Reference Number (10a) Supplemental Retirement Agreement by and between James F. Kidd and The Lorain National Bank dated July 30, 1996. Note: The Employment Agreement referred to in Section 1. of this contract was filed as Exhibit (10c) to the 1995 third quarter report on Form 10-Q of LNB Bancorp, Inc. 19 DPB/cf 7/26/96 SUPPLEMENTAL RETIREMENT AGREEMENT FOR JAMES F. KIDD THIS AGREEMENT, made and entered into this 30th day of July, 1996, by and between LORAIN NATIONAL BANK (hereinafter referred to as the "Bank"), a national banking association organized and existing under the laws of the United States, whose principal place of business is Lorain, Ohio, and JAMES F. KIDD (hereinafter referred to as the "Executive"). WHEREAS, the Executive has rendered valuable services to the Bank for many years and it is the desire of the Bank to provide him with certain Supplemental Retirement Benefits in addition to the retirement benefits provided to him under the Lorain National Bank Retirement Pension Plan; and WHEREAS, the Executive has performed his duties in a capable and efficient manner, resulting in substantial growth and progress to the Bank; and WHEREAS, the Bank desires to retain the services of the Executive, and realizes that if the Executive were to leave the Bank it could suffer a substantial financial loss; and WHEREAS, the Executive is willing to continue in the employ of the Bank if the Bank will agree to pay certain benefits in accordance with the provisions and conditions hereinafter set forth; and WHEREAS, it is understood and agreed that this Agreement is to be effective as of June 4, 1996; and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Employment of the Executive --------------------------- The Executive shall continue to perform duties for the Bank in such senior executive capacity as its Board of Directors may designate from time to time. The Executive's employment shall continue until terminated pursuant to Employment Agreement entered into between Bank and Executive, dated September 11, 1995. The Executive shall devote his best efforts to the performance of his duties for the Bank. 2. Compensation ------------ The Executive shall be compensated for the performance of his duties as provided for in the above referred to Employment Agreement. 3. Supplemental Retirement Benefit ------------------------------- If the Executive's employment with the Bank should cease for any reason other than discharge for cause (as hereinafter defined) or a retirement prior to November 1, 2001, the Executive or his beneficiary, as the case may be, shall be entitled to receive the Supplemental Retirement Benefit or a form thereof. 20 (a) Normal Retirement ----------------- If the Executive remains in the continuous employ of the Bank and retires from active employment with the Bank on or after November 1, 2004, the Executive and/or his beneficiary will be entitled to receive a Supplemental Retirement Benefit which when added to the Executive's pension benefits and social security benefits would equal seventy percent (70%) of the Executive's Lorain National Bank compensation for the full calendar year of employment preceding Executive's retirement as reflected on the Executive's W-2 Federal Income Tax Statement for such year and payable each year for a ten (10) year period commencing one (1) month after Executive's retirement date. The Supplemental Retirement Benefit shall be paid annually or ratably in twelve (12) equal monthly installments each year during the ten (10) year period as the Executive or his beneficiary may elect. (b) Early Retirement ---------------- In the event the Executive retires prior to November 1, 2004, the Executive and/or his beneficiary shall be entitled to receive an applicable percentage of the aforementioned Supplemental Retirement Benefit. The applicable percentage for the corresponding early retirement ages are as follows: Early Retirement Applicable Ages Percentage ---------- ----------- 56-61 0% 62 25% of the full benefit (70%) 63 50% of the full benefit (70%) 64 75% of the full benefit (70%) The corresponding benefits will be paid on a per year basis payable over a ten (10) year period. (c) Disability Benefit ------------------ If the Executive should become disabled while employed by the Bank and prior to reaching age sixty-five (65), the Executive will be eligible to receive his Supplemental Retirement Benefit commencing at age 65, as if he had retired on or after November 1, 2004. (d) Death Benefit ------------- In the event the Executive should die after having established eligibility for benefits (based on meeting either the early or normal retirement age requirements) set forth under this Agreement, any amounts due or remaining to be paid shall be paid to such beneficiary or beneficiaries as the Executive may have designated by filing with the Bank a notice in writing in a form acceptable to the Bank. In the absence of any such designation, such unpaid amounts shall be paid to the Executive's surviving spouse, or, if the Executive should die without a spouse surviving, to the Executive's estate. 21 (e) Discharge Without Cause ----------------------- If the Executive is discharged without cause, the Executive shall be entitled to receive the Supplemental Retirement Benefit equal to the corresponding amount as if he had retired on or after November 1, 2004. Supplemental retirement benefit payments shall commence to be paid to Executive at such time as Executive elects to begin receiving pension benefits and shall be based upon Executive's compensation for the last full calendar year of employment preceding Executive's discharge as reflected on Executive's W-2 Federal Income Tax Statement for such year. Executive shall be under no obligation to elect to receive Social Security benefits at any specific time during the Agreement term. For purposes of this Agreement, Executive's pension benefit offset shall be calculated as though payable as a single life annuity for Executive's life expectancy. For purposes of this Agreement, the term "discharge for cause" shall mean a termination of the Executive's employment by reason of his commission of any material act of dishonesty during his employment, or breach of the terms of his Employment Agreement, which, in the good faith opinion of the Board of Directors of the Bank, adversely affects the interests of the Bank or his conviction by a court of last resort of a felony involving moral turpitude committed during his employment. For the purposes of this Agreement, the term "permanent disability" shall mean physical or mental impairment which prevents the Executive from engaging in further employment by the Bank as a senior executive on a full time basis and which, on the basis of medical evidence satisfactory to the Board of Directors, is expected to continue for a period of six (6) months. It is intended that the events which shall give rise to an entitlement on the part of the Executive or his beneficiary to receive the Supplemental Retirement Benefit or a form thereof shall include: (i) The normal retirement of the Executive on or after November 1, 2004. (ii) The early retirement of the Executive on or after November 1, 2001. (iii) The permanent disability of the Executive. (iv) The death of the Executive after reaching early retirement age. (v) Discharge of the Executive without cause. 4. Non-alienation of Benefits -------------------------- The right of the Executive, or any other person, to the payment of benefits under this Agreement shall not be assigned, transferred, pledged or encumbered, any attempt to do so shall be void. 22 5. Executive's Rights Under This Agreement to be Those of an Unsecured ------------------------------------------------------------------- Creditor of the Bank - -------------------- The rights of the Executive under this Agreement, and of any beneficiary of the Executive, shall be solely those of an unsecured creditor of the Bank. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and the Executive or his beneficiaries. Any funds, insurance contracts or other assets of the Bank, whether designated by the Bank to provide the benefits contemplated herein or not, shall at all times continue to be a part of the general funds of the Bank and no person other than the Bank shall, by virtue of this Agreement, have any interest in such funds or assets. 6. General Provisions ------------------ This Agreement shall not be deemed to constitute a contract of employment between the parties, nor shall any provisions hereof restrict the right of the Bank to terminate the Executive's services or restrict the right of the Executive to terminate his services. The Board of Directors shall have the full power and authority to interpret, construe and administer this Agreement, and all actions taken by the Board of Directors in good faith shall be binding and conclusive on all persons concerned. No member of the Board of Directors shall be liable to any person or any action taken or omitted in connection with the interpretation or administration of this Agreement unless attributable to his own willful misconduct or lack of good faith. This Agreement shall be binding upon and inure to the benefit of the Bank, its successors and assigns, and the Executive, his heirs, executors, administrators and legal representatives. This Agreement shall be construed in accordance with and governed by he laws of the State of Ohio. IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized officer, and the Executive has hereunto set his hand as of the date first above written. IN THE PRESENCE OF: BANK LORAIN NATIONAL BANK: /s/ Paulette Mager BY: /s/ Thomas P. Ryan - ------------------------------ -------------------- /s/ Denise DeVito Exec. V. P. - ------------------------------ EXECUTIVE /s/ Paulette Mager /s/ J. F. Kidd - ------------------------------ ----------------------- /s/ Denise DeVito James F. Kidd - ------------------------------ EX-10 3 23 LNB Bancorp, Inc. Exhibit to Form 10-Q (For the six months ended June 30, 1996) S - K Reference Number (10b) Supplemental Retirement Agreement by and between Thomas P. Ryan and The Lorain National Bank dated July 30, 1996. Note: The Employment Agreement referred to in Section 1. of this contract was filed as Exhibit (10c) to the 1995 third quarter report on Form 10-Q of LNB Bancorp, Inc. 24 DPB/cf 7/26/96 SUPPLEMENTAL RETIREMENT AGREEMENT FOR THOMAS P. RYAN THIS AGREEMENT, made and entered into this 30th day of July, 1996, by and between LORAIN NATIONAL BANK (hereinafter referred to as the "Bank"), a national banking association organized and existing under the laws of the United States, whose principal place of business is Lorain, Ohio, and THOMAS P. RYAN (hereinafter referred to as the "Executive"). WHEREAS, the Executive has rendered valuable services to the Bank for many years and it is the desire of the Bank to provide him with certain Supplemental Retirement Benefits in addition to the retirement benefits provided to him under the Lorain National Bank Retirement Pension Plan; and WHEREAS, the Executive has performed his duties in a capable and efficient manner, resulting in substantial growth and progress to the Bank; and WHEREAS, the Bank desires to retain the services of the Executive, and realizes that if the Executive were to leave the Bank it could suffer a substantial financial loss; and WHEREAS, the Executive is willing to continue in the employ of the Bank if the Bank will agree to pay certain benefits in accordance with the provisions and conditions hereinafter set forth; and WHEREAS, it is understood and agreed that this Agreement is to be effective as of June 4, 1996; and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Employment of the Executive --------------------------- The Executive shall continue to perform duties for the Bank in such senior executive capacity as its Board of Directors may designate from time to time. The Executive's employment shall continue until terminated pursuant to Employment Agreement entered into between Bank and Executive, dated September 11, 1995. The Executive shall devote his best efforts to the performance of his duties for the Bank. 2. Compensation ------------ The Executive shall be compensated for the performance of his duties as provided for in the above referred to Employment Agreement. 3. Supplemental Retirement Benefit ------------------------------- If the Executive's employment with the Bank should cease for any reason other than discharge for cause (as hereinafter defined) or a retirement prior to April 1, 2000, the Executive or his beneficiary, as the case may be, shall be entitled to receive the Supplemental Retirement Benefit or a form thereof. 25 (a) Normal Retirement ----------------- If the Executive remains in the continuous employ of the Bank and retires from active employment with the Bank on or after April 1, 2003, the Executive and/or his beneficiary will be entitled to receive a Supplemental Retirement Benefit which when added to the Executive's pension benefits and social security benefits would equal seventy percent (70%) of the Executive's Lorain National Bank compensation for the full calendar year of employment preceding Executive's retirement as reflected on the Executive's W-2 Federal Income Tax Statement for such year and payable each year for a ten (10) year period commencing one (1) month after Executive's retirement date. The Supplemental Retirement Benefit shall be paid annually or ratably in twelve (12) equal monthly installments each year during the ten (10) year period as the Executive or his beneficiary may elect. (b) Early Retirement ---------------- In the event the Executive retires prior to April 1, 2003, the Executive and/or his beneficiary shall be entitled to receive an applicable percentage of the aforementioned Supplemental Retirement Benefit. The applicable percentage for the corresponding early retirement ages are as follows: Early Retirement Applicable Ages Percentage ---------- ---------- 57-61 0% 62 25% of the full benefit (70%) 63 50% of the full benefit (70%) 64 75% of the full benefit (70%) The corresponding benefits will be paid on a per year basis payable over a ten (10) year period. (c) Disability Benefit ------------------ If the Executive should become disabled while employed by the Bank and prior to reaching age sixty-five (65), the Executive will be eligible to receive his Supplemental Retirement Benefit commencing at age 65, as if he had retired on or after April 1, 2003. (d) Death Benefit ------------- In the event the Executive should die after having established eligibility for benefits (based on meeting either the early or normal retirement age requirements) set forth under this Agreement, any amounts due or remaining to be paid shall be paid to such beneficiary or beneficiaries as the Executive may have designated by filing with the Bank a notice in writing in a form acceptable to the Bank. In the absence of any such designation, such unpaid amounts shall be paid to the Executive's surviving spouse, or, if the Executive should die without a spouse surviving, to the Executive's estate. 26 (e) Discharge Without Cause ----------------------- If the Executive is discharged without cause, the Executive shall be entitled to receive the Supplemental Retirement Benefit equal to the corresponding amount as if he had retired on or after April 1, 2003. Supplemental retirement benefit payments shall commence to be paid to Executive at such time as Executive elects to begin receiving pension benefits and shall be based upon Executive's compensation for the last full calendar year of employment preceding Executive's discharge as reflected on Executive's W-2 Federal Income Tax Statement for such year. Executive shall be under no obligation to elect to receive Social Security benefits at any specific time during the Agreement term. For purposes of this Agreement, Executive's pension benefit offset shall be calculated as though payable as a single life annuity for Executive's life expectancy. For purposes of this Agreement, the term "discharge for cause" shall mean a termination of the Executive's employment by reason of his commission of any material act of dishonesty during his employment, or breach of the terms of his Employment Agreement, which, in the good faith opinion of the Board of Directors of the Bank, adversely affects the interests of the Bank or his conviction by a court of last resort of a felony involving moral turpitude committed during his employment. For the purposes of this Agreement, the term "permanent disability" shall mean physical or mental impairment which prevents the Executive from engaging in further employment by the Bank as a senior executive on a full time basis and which, on the basis of medical evidence satisfactory to the Board of Directors, is expected to continue for a period of six (6) months. It is intended that the events which shall give rise to an entitlement on the part of the Executive or his beneficiary to receive the Supplemental Retirement Benefit or a form thereof shall include: (i) The normal retirement of the Executive on or after April 1, 2003. (ii) The early retirement of the Executive on or after April 1, 2000. (iii) The permanent disability of the Executive. (iv) The death of the Executive after reaching early retirement age. (v) Discharge of the Executive without cause. 4. Non-alienation of Benefits -------------------------- The right of the Executive, or any other person, to the payment of benefits under this Agreement shall not be assigned, transferred, pledged or encumbered, any attempt to do so shall be void. 27 5. Executive's Rights Under This Agreement to be Those of an Unsecured ------------------------------------------------------------------- Creditor of the Bank - -------------------- The rights of the Executive under this Agreement, and of any beneficiary of the Executive, shall be solely those of an unsecured creditor of the Bank. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and the Executive or his beneficiaries. Any funds, insurance contracts or other assets of the Bank, whether designated by the Bank to provide the benefits contemplated herein or not, shall at all times continue to be a part of the general funds of the Bank and no person other than the Bank shall, by virtue of this Agreement, have any interest in such funds or assets. 6. General Provisions ------------------ This Agreement shall not be deemed to constitute a contract of employment between the parties, nor shall any provisions hereof restrict the right of the Bank to terminate the Executive's services or restrict the right of the Executive to terminate his services. The Board of Directors shall have the full power and authority to interpret, construe and administer this Agreement, and all actions taken by the Board of Directors in good faith shall be binding and conclusive on all persons concerned. No member of the Board of Directors shall be liable to any person or any action taken or omitted in connection with the interpretation or administration of this Agreement unless attributable to his own willful misconduct or lack of good faith. This Agreement shall be binding upon and inure to the benefit of the Bank, its successors and assigns, and the Executive, his heirs, executors, administrators and legal representatives. This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio. IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized officer, and the Executive has hereunto set his hand as of the date first above written. IN THE PRESENCE OF: BANK LORAIN NATIONAL BANK: /s/ Paulette Mager BY: /s/ J. F. Kidd - ------------------------------ -------------------- /s/ Denise DeVito President - ------------------------------ EXECUTIVE /s/ Paulette Mager /s/ Thomas P. Ryan - ------------------------------ ----------------------- /s/ Denise DeVito Thomas P. Ryan - ------------------------------ EX-10 4 28 LNB Bancorp, Inc. Exhibit to Form 10-Q (For the six months ended June 30, 1996) S - K Reference Number (10c) Supplemental Retirement Agreement by and between Gregory D. Friedman and The Lorain National Bank dated July 30, 1996. 29 DPB/cf 7/19/96 SUPPLEMENTAL RETIREMENT AGREEMENT FOR GREGORY D. FRIEDMAN THIS AGREEMENT, made and entered into this 30th day of July, 1996, by and between LORAIN NATIONAL BANK (hereinafter referred to as the "Bank"), a national banking association organized and existing under the laws of the United States, whose principal place of business is Lorain, Ohio, and GREGORY D. FRIEDMAN (hereinafter referred to as the "Executive"). WHEREAS, the Executive has rendered valuable services to the Bank for many years and it is the desire of the Bank to provide him with certain Supplemental Retirement Benefits in addition to the retirement benefits provided to him under the Lorain National Bank Retirement Pension Plan; and WHEREAS, the Executive has performed his duties in a capable and efficient manner, resulting in substantial growth and progress to the Bank; and WHEREAS, the Bank desires to retain the services of the Executive, and realizes that if the Executive were to leave the Bank it could suffer a substantial financial loss; and WHEREAS, the Executive is willing to continue in the employ of the Bank if the Bank will agree to pay certain benefits in accordance with the provisions and conditions hereinafter set forth; and WHEREAS, it is understood and agreed that this Agreement is to be effective as of June 4, 1996; and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Employment of the Executive --------------------------- The Executive shall continue to perform duties for the Bank in such senior executive capacity as its Board of Directors may designate from time to time. The Executive shall devote his best efforts to the performance of his duties for the Bank. 2. Compensation ------------ The Executive shall be compensated for the performance of his duties as is determined by Bank's Board of Directors. 3. Supplemental Retirement Benefit ------------------------------- (a) Normal Retirement ----------------- If the Executive remains in the continuous employ of the Bank and retires from active employment with the Bank on or after August 1, 2015, the Executive and/or his beneficiary will be entitled to receive a Supplemental Retirement Benefit which when added to the Executive's 30 pension benefits and social security benefits would equal seventy percent (70%) of the Executive's Lorain National Bank compensation for the full calendar year of employment preceding Executive's retirement as reflected on the Executive's W-2 Federal Income Tax Statement for such year and payable each year for a ten (10) year period commencing one (1) month after Executive's retirement date. The Supplemental Retirement Benefit shall be paid annually or ratably in twelve (12) equal monthly installments each year during the ten (10) year period as the Executive or his beneficiary may elect. (b) Early Retirement ---------------- In the event the Executive retires prior to August 1, 2015, the Executive and/or his beneficiary shall be entitled to receive an applicable percentage of the aforementioned Supplemental Retirement Benefit. The applicable percentage for the corresponding early retirement ages are as follows: Early Retirement Applicable Ages Percentage ---------- ---------- 46-61 0% 62 25% of the full benefit (70%) 63 50% of the full benefit (70%) 64 75% of the full benefit (70%) The corresponding benefits will be paid on a per year basis payable over a ten (10) year period. (c) Death Benefit ------------- In the event the Executive should die after having established eligibility for benefits (based on meeting either the early or normal retirement age requirements) set forth under this Agreement, any amounts due or remaining to be paid shall be paid to such beneficiary or beneficiaries as the Executive may have designated by filing with the Bank a notice in writing in a form acceptable to the Bank. In the absence of any such designation, such unpaid amounts shall be paid to the Executive's surviving spouse, or, if the Executive should die without a spouse surviving, to the Executive's estate. (d) Disability Benefit ------------------ If the Executive should become disabled while employed by the Bank and prior to reaching age sixty-five (65), the Executive will be eligible to receive his Supplemental Retirement Benefit commencing at age 65, as if he had retired on or after August 1, 2015. For the purposes of this Agreement, the term "permanent disability" shall mean physical or mental impairment which prevents the Executive from engaging in further employment by the Bank as a senior executive on a full time basis and which, on the basis of medical evidence satisfactory to the Board of Directors, is expected to continue for a period of six (6) months. It is intended that the events which shall give rise to an entitlement on the part of the Executive or his beneficiary to receive the Supplemental Retirement Benefit or a form thereof shall include: 31 (i) The normal retirement of the Executive on or after August 1, 2015. (ii) The early retirement of the Executive on or after August 1, 2012. (iii) The permanent disability of the Executive. (iv) The death of the Executive after reaching early retirement age. 4. Non-alienation of Benefits -------------------------- The right of the Executive, or any other person, to the payment of benefits under this Agreement shall not be assigned, transferred, pledged or encumbered, any attempt to do so shall be void. 5. Executive's Rights Under This Agreement to be Those of an Unsecured ------------------------------------------------------------------- Creditor of the Bank - -------------------- The rights of the Executive under this Agreement, and of any beneficiary of the Executive, shall be solely those of an unsecured creditor of the Bank. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and the Executive or his beneficiaries. Any funds, insurance contracts or other assets of the Bank, whether designated by the Bank to provide the benefits contemplated herein or not, shall at all times continue to be a part of the general funds of the Bank and no person other than the Bank shall, by virtue of this Agreement, have any interest in such funds or assets. 6. General Provisions ------------------ This Agreement shall not be deemed to constitute a contract of employment between the parties, nor shall any provisions hereof restrict the right of the Bank to terminate the Executive's services or restrict the right of the Executive to terminate his services. The Board of Directors shall have the full power and authority to interpret, construe and administer this Agreement, and all actions taken by the Board of Directors in good faith shall be binding and conclusive on all persons concerned. No member of the Board of Directors shall be liable to any person or any action taken or omitted in connection with the interpretation or administration of this Agreement unless attributable to his own willful misconduct or lack of good faith. This Agreement shall be binding upon and inure to the benefit of the Bank, its successors and assigns, and the Executive, his heirs, executors, administrators and legal representatives. This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio. 32 IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized officer, and the Executive has hereunto set his hand as of the date first above written. IN THE PRESENCE OF: BANK LORAIN NATIONAL BANK: /s/ Paulette Mager BY: /s/ J. F. Kidd - ------------------------------ -------------------- /s/ Denise DeVito President - ------------------------------ EXECUTIVE /s/ Paulette Mager /s/ Gregory D. Friedman - ------------------------------ ------------------------ /s/ Denise DeVito Gregory D. Friedman - ------------------------------ EX-11 5 33 LNB Bancorp, Inc. Exhibit to Form 10-Q (For the six months ended June 30, 1996) S - K Reference Number (11) Computation of Shares Used for Earnings Per Share Calculation. Six Months Ended June 30 ---------------------- 1996 1995 --------- --------- Weighted Average Shares Outstanding 4,123,600 4,093,123 Common Stock Equivalents (Stock Options) 16,825 33,870 --------- --------- 4,140,425 4,126,993 ========= ========= EX-19 6 34 LNB Bancorp, Inc. Exhibit to Form 10 - Q (For the six months ended June 30, 1996) S - K Reference Number (13) Second Quarter Report to Shareholders of LNB Bancorp, Inc. (dated June 30, 1996) EDGAR Version Description: Two sided pamphlet: Backside cover containing the list of Director's of LNB Bancorp, Inc. Officers of LNB Bancorp, Inc. and Directors Emeritus of Lorain National Bank and outside green cover with beige lettering stating LNB Bancorp, Inc., Quarterly Report, June 30, 1996 along with logo. Inside contains: Message to Our Shareholders, unaudited EDGAR Version Consolidated Balance Sheets for period ending June 30, 1996 and June 30, 1995 and unaudited Consolidated Statements of Income for the Six Months Ended June 30, 1996 and June 30, 1995. 35 Message to Our Shareholders It's a pleasure, once again, to report on the progress of LNB Bancorp, Inc., and its subsidiary, The Lorain National Bank, after the first six months of 1996. We are pleased to announce that earnings have increased 22.6 percent for the first half of the year, compared to the same period one year ago. Consolidated net income for the first six months of 1996 reached $2,777,000, up from $2,265,000 for the comparative period in 1995. Our performance continues to strengthen, as indicated by our steadily increasing annualized return on average assets, which reached 1.33 percent at mid-year. Year-to-date cash dividends declared to shareholders has increased 16.7 percent over the comparative period in 1995. Total shareholders' equity also increased $3.3 million during the 12 months ended June 30, 1996 and total shareholders' equity, as a percentage of total assets, reached 10.0 percent. Total assets rose 2.7 percent to $424,488,000 as of June 30, 1996. Net loans increased to $281,660,000 at June 30, 1996. This represents an increase of $11.8 million or 4.4 percent over the net loans at June 30, 1995. During the second quarter, we acknowledged the retirement of Don A. Sanborn after 25 years as a director of Lorain National Bank and 13 years as a director of LNB Bancorp, Inc. He joins James H. Riddell, who retired last fall, as Director Emeritus of Lorain National Bank. Also during the second quarter, we welcomed Robert M. Campana to our board. Mr. Campana is Managing Director of P.C. Campana, Inc. of Lorain. In June, we moved our Lorain Plaza customer base into our new Oberlin Avenue banking facility and celebrated our opening with a grand prize drawing and gifts for new accounts. The relocation provides our west-side Lorain customers with an attractive lobby, multi-lane drive-in and automated teller banking, all in one convenient location. We thank you for your loyalty and continued support and look forward to addressing you after the completion of another year of successful operations. Sincerely, /s/ Stanley G. Pijor /s/ J. F. Kidd ------------------------ ----------------- Stanley G. Pijor James F. Kidd Chairman of the Board President and Chief Executive Officer 36 Consolidated Balance Sheets June 30 -------------------------- 1996 1995 ------------ ------------ ASSETS: Cash and Due From Banks $ 24,131,000 $ 20,695,000 Federal Funds Sold and other Interest Bearing Instruments 705,000 -0- Securities Available for Sale 14,424,000 10,841,000 Investment Securities 86,624,000 94,497,000 Loans 285,655,000 273,739,000 Reserve for Possible Loan Losses (3,995,000) (3,915,000) - ------------------------------------------------------------------------------ NET LOANS 281,660,000 269,824,000 - ------------------------------------------------------------------------------ Premises and Equipment (net) 10,871,000 10,925,000 Other Assets 6,073,000 6,394,000 - ------------------------------------------------------------------------------ TOTAL ASSETS $424,488,000 $413,176,000 - ------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY: Non-Interest Bearing Deposits $ 61,554,000 $ 59,688,000 Interest Bearing Deposits 296,013,000 290,470,000 - ------------------------------------------------------------------------------ TOTAL DEPOSITS 357,567,000 350,158,000 Securities Sold under Repurchase Agreements 21,514,000 21,296,000 Other Liabilities 2,998,000 2,659,000 - ------------------------------------------------------------------------------ TOTAL LIABILITIES 382,079,000 374,113,000 - ------------------------------------------------------------------------------ Common stock 4,126,000 4,014,000 Additional capital 20,077,000 17,697,000 Retained Earnings 18,247,000 17,331,000 Net Unrealized Security Gains(Losses) (41,000) 21,000 - ------------------------------------------------------------------------------ TOTAL SHAREHOLDERS' EQUITY 42,409,000 39,063,000 - ------------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $424,488,000 $413,176,000 - ------------------------------------------------------------------------------ (LOGO) LNB Bancorp, Inc. and its subsidiary Lorain National Bank 37 Consolidated Statements on Income Six Months Ended June 30 ------------------------ 1996 1995 ------------------------ INTEREST INCOME: Interest and Fees on Loans $12,646,000 $12,116,000 Interest and Dividends on Securities: 3,163,000 2,897,000 Interest on Federal Funds Sold 115,000 122,000 - ----------------------------------------------------------------------------- TOTAL INTEREST INCOME 15,924,000 15,135,000 - ----------------------------------------------------------------------------- INTEREST EXPENSE: Interest Deposits 5,198,000 5,083,000 Interest on Securities Sold under Repurchase Agreements 450,000 625,000 - ----------------------------------------------------------------------------- TOTAL INTEREST EXPENSE 5,648,000 5,708,000 - ----------------------------------------------------------------------------- NET INTEREST INCOME 10,276,000 9,427,000 Provision for Loan Losses 300,000 200,000 - ----------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 9,976,000 9,227,000 - ----------------------------------------------------------------------------- OTHER INCOME: Trust Department Income 536,000 477,000 Fees and Service Charges 1,861,000 1,598,000 Gains From Sales of Loans and Securities -0- -0- Other Operating Income 51,000 8,000 - ----------------------------------------------------------------------------- TOTAL OTHER INCOME 2,448,000 2,083,000 - ----------------------------------------------------------------------------- OTHER EXPENSES: Salaries and Employee Benefits 4,010,000 3,764,000 Net Occupancy Expense of Premises 639,000 604,000 Furniture and Equipment Expenses 1,078,000 1,001,000 FDIC Deposit Insurance Premium 1,000 368,000 Ohio Franchise Tax 290,000 248,000 Other Operating Expenses 2,283,000 2,005,000 - ----------------------------------------------------------------------------- TOTAL OTHER EXPENSES 8,301,000 7,990,000 - ----------------------------------------------------------------------------- INCOME BEFORE FEDERAL INCOME TAXES 4,123,000 3,320,000 Federal Income Taxes 1,346,000 1,055,000 - ----------------------------------------------------------------------------- NET INCOME $2,777,000 $2,265,000 - ----------------------------------------------------------------------------- PER SHARE DATA: NET INCOME $ .67 $ .55 - ----------------------------------------------------------------------------- DIVIDENDS DECLARED $ .28 $ .24 ============================================================================= The per share data has been adjusted to reflect the 2% stock dividend in 1996 and the 5-for-4 stock split in 1995. Net income per share is based on weighted average common and common equivalent shares outstanding. 38 Backside Cover: 3 Column format Directors and Officers of LNB Bancorp, Inc. Directors James L. Bardoner Jeffrey F. Riddell Retired, Former President President Dorn Industries, Inc. Consumers Builders Supply Co. Vice President and Daniel P. Batista Chief Executive Officer, Attorney/Partner Consumeracq, Inc. Cook & Batista Co., L.P.A. Thomas P. Ryan Robert M. Campana Executive Vice President Managing Director and Secretary/Treasurer P.C. Campana, Inc. LNB Bancorp, Inc. Executive Vice President Wellsley O. Gray and Secretary Sales Consultant Lorain National Bank Smith Dairy Company T.L. Smith, M.D. James F. Kidd Retired Physician President and Chief Executive Officer Eugene M. Sofranko LNB Bancorp, Inc. and President and Lorain National Bank Chief Executive Officer Lorain Glass Company, Inc. David M. Koethe Chairman of the Board Paul T. Stack The Lorain Printing Company Manufacturer's Representative Coley's Inc. and Benjamin G. Norton A-1 Welding and Fabricating, Inc. Employee and Community Relations Manager Leo Weingarten RELTEC Corporation Retired Lorain Products Stanley G. Pijor Chairman of the Board LNB Bancorp, Inc. and Lorain National Bank Directors Emeritus of Lorain National Bank James H. Riddell Don A. Sanborn Chairman of the Board Retired Consumers Builders Supply Co. President, Consumeracq, Inc. 38 Backside Cover: 3 Column format (Continued) Officers James F. Kidd President and Chief Executive Officer Thomas P. Ryan Executive Vice President and Secretary/Treasurer Willard H. DoBrunz Senior Vice President Gregory D. Friedman Senior Vice President Chief Operating Officer and Chief Financial Officer Michael D. Ireland Senior Vice President Emme N. Mason Senior Vice President James H Weber Senior Vice President Mitchell J. Fallis Vice President and Chief Accounting Officer Frontside cover description: Green background, beige lettering. (Logo) LNB Bancorp, Inc. and its subsidiary Lorain National Bank (bottom middle of outside cover) Quarterly Report (middle right side of frontside cover) LNB BANCORP, INC. (middle right side of frontside cover) June 30, 1996 (bottom right side of frontside cover) EX-27 7
9 0000737210 LNB BANCORP, INC. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 24,131 296,013 705 0 14,424 86,624 85,225 285,655 3,995 424,488 357,567 21,154 2,998 360 0 0 4,126 38,283 424,488 12,646 3,163 115 15,924 5,198 5,648 10,276 300 0 8,301 4,123 2,777 0 0 2,777 .67 .67 5.34 69 243 0 1,980 4,002 450 143 3,995 2,740 0 1,255
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