-----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, UYRyuniOcG+LmZl1DwNmnATVuILdIM1S6r7TdM1UgWeLEMjytHiZJW+07+vqpLuK dA36a8sF7jZzm71v89P6Mw== 0000737210-03-000017.txt : 20030415 0000737210-03-000017.hdr.sgml : 20030415 20030415113717 ACCESSION NUMBER: 0000737210-03-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030415 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030415 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13203 FILM NUMBER: 03649834 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 800-860-1007 8-K 1 lnb8k1q03.txt LNB BANCORP, INC. 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 15, 2003 LNB Bancorp, Inc. (Exact name of the registrant as specified on 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) (440) 244 - 6000 Registrant's telephone number, including area code Not Applicable (Former name, former address and former fiscal year, if changed since last report) 1 ITEM 9. Regulation FD Disclosure Registrant published and released its 1st Quarter 2003 Report to Shareholders. Registrant's 1st Quarter 2003 Report to Shareholders is furnished as Exhibit 99.1 hereto. This material is also filed under new Item 12 of Form 8-K. Registrant issued a press release announcing 1st Quarter 2003 Earnings. Registrant's press release, dated April 15, 2003, is furnished as exhibit 99.2 hereto. This material is also filed under new Item 12 of Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LNB BANCORP, INC. Date: April 15, 2003 By:/s/Gregory D. Friedman ----------------------------- Gregory D. Friedman, CPA Executive Vice President, Chief Financial Officer and Corporate Secretary EX-99 3 lnb8k1q03ex1.txt LNB BANCORP, INC. EXHIBIT 1 REPORT TO SHAREHOLDERS Exhibit to Form 8 - K S - K Reference Number (99.1) First Quarter 2003 Report to Shareholders MESSAGE TO SHAREHOLDERS It's a pleasure, once again, to report on the progress of LNB Bancorp, Inc., and its subsidiary companies after the first quarter of 2003. As of March 31, 2003, LNB Bancorp, Inc. achieved growth in earnings, dividends, assets, loans, securities, deposits, and shareholders' equity. We are pleased to announce that earnings increased 2% for the first quarter of 2003, compared to the same quarter one year ago, increasing to $2,191,000, up from last year's $2,148,000. The 2002 financial statements and per-share amounts have been restated to reflect the adoption of Statement of Financial Accounting Standard No. 142 "Goodwill and Other Intangible Assets". The 2003 first quarter's earnings were the highest for any first quarter in the history of LNB Bancorp, Inc. Basic and diluted earnings per share for the first quarter of 2003 reached $.33, a three % increase from the $.32 amount reported for the first quarter of 2002. Earnings for 2003 were higher than a year ago because of higher net interest income and lower noninterest income, loan loss provision and income taxes. Increases in net interest income were fueled by strong commercial loan growth. The first quarter cash dividend declared per share in 2003 was $.17 per share, an increase from the $.16 amount reported for the first quarter of 2002. Asset growth remains solid. Consolidated assets climbed 9.1% to $722.0 million at March 31, 2003, up $60.4 million from March 31, 2002. Net loans grew by $21.5 million from one year ago to $504.8 million at March 31, 2003, for a 4.4% increase. Commercial loan growth accounted for most of total loan growth during the 12 months ended March 31, 2003. The security portfolio increased to $155.1 million at March 31, 2003, up $22.9 million or 17.3% from one year ago. Increases in United States government agencies securities accounted for most of the increase. Total deposits climbed almost 11.0% to $578.9 million at March 31, 2003, up $56.6 million from one year ago. Increases in savings, checkinvest, Market Access, certificates of deposit and high performance checking accounted for the deposit increase. Lorain National Bank's deposits are insured by the Federal Deposit Insurance Corporation (FDIC). Lorain National Bank operates 21 banking centers and 27 ATMs in nine local communities. Total shareholders' equity increased by $5.0 million during the twelve months ended March 31, 2003 for a 8.0% increase. Total shareholders' equity was $67.4 million or $10.21 per share at March 31, 2003, compared to $62.4 million or $9.63 per share at March 31, 2002. The percentage of shareholders' equity to assets reached 9.3% at March 31, 2003. On February 25, 2003, LNB Bancorp, Inc.'s Board of Directors approved a three-for-two (3-for-2) stock split of the Bancorp's common stock. The number of shares issued as a result of the stock split totaled 2,200,239 shares. The shares issued as a result of the stock split were distributed on March 14, 2003. Shareholders participating in the Bancorp's dividend reinvestment plan were issued fractional shares as was necessary. Shareholders not participating in the dividend reinvestment plan were paid cash in lieu of fractional shares. We appreciate and thank you for your continuing support and look forward to addressing you after the completion of our second quarter of operations. /s/Stanley G. Pijor - ----------------------- Stanley G. Pijor CHAIRMAN OF THE BOARD /s/Gary C. Smith - ----------------------- Gary C. Smith PRESIDENT AND CHIEF EXECUTIVE OFFICER Consolidated Balance Sheets (Unaudited) -------------------------- March 31, 2003 2002 - ---------------------------------------------------------------------- ASSETS: Cash and Due from Banks. . . . . . . . . . .$ 25,527,000 $ 20,164,000 Federal Funds Sold and Short-term Investments 3,235,000 3,453,000 Federal Home Loan Bank and Federal Reserve Bank Stock, at Cost . . . . . . . . 3,772,000 3,619,000 Securities Held to Maturity, at Cost . . . . 5,312,000 13,177,000 Securities Available for Sale, at Fair Value 146,005,000 115,396,000 Portfolio Loans. . . . . . . . . . . . . . . 500,385,000 481,019,000 Loans Available for Sale . . . . . . . . . . 11,094,000 8,558,000 Reserve for Loan Losses. . . . . . . . . . . (6,703,000) (6,269,000) --------------------------- NET LOANS. . . . . . . . . . . . . . . . . . 504,776,000 483,308,000 --------------------------- Premises, Equipment and Intangible Assets (net). . . . . . . . . . . . . . . . 13,902,000 13,687,000 Accrued Interest Receivable and Other Assets. . . . . . . . . . . . . . . . 19,519,000 8,838,000 --------------------------- TOTAL ASSETS . . . . . . . . . . . . . . . .$722,048,000 $661,642,000 --------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY: Noninterest-Bearing Deposits . . . . . . . .$ 87,054,000 $ 76,982,000 Interest-Bearing Deposits. . . . . . . . . . 491,801,000 445,340,000 --------------------------- TOTAL DEPOSITS . . . . . . . . . . . . . . . 578,855,000 522,322,000 --------------------------- Securities Sold under Repurchase Agreements and Other Short-term Borrowings . . . . . . 16,839,000 20,763,000 Federal Home Loan Bank Advances. . . . . . . 52,425,000 50,375,000 Accrued Interest, Taxes, Expenses and Other Liabilities . . . . . . . . . . . . . 6,557,000 5,797,000 --------------------------- TOTAL LIABILITIES. . . . . . . . . . . . . . 654,676,000 599,257,000 --------------------------- Common Stock . . . . . . . . . . . . . . . . 6,753,000 4,418,000 Additional Capital . . . . . . . . . . . . . 26,086,000 26,238,000 Retained Earnings. . . . . . . . . . . . . . 36,701,000 34,179,000 Accumulated Other Comprehensive Income . . . 726,000 450,000 Treasury Stock, at Cost. . . . . . . . . . . (2,894,000) (2,900,000) --------------------------- TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . 62,372,000 62,385,000 --------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $722,048,000 $661,642,000 --------------------------- Consolidated Statements of Income (Unaudited) ------------------------ Three Months Ended March 31, 2003 2002 - ---------------------------------------------------------------------- INTEREST INCOME: Interest and Fees on Loans. . . . . . . . . . $ 8,202,000 $ 8,372,000 Interest and Dividends on Securities. . . . . 1,472,000 1,798,000 Interest on Federal Funds Sold and Short-term Investments . . . . . . . . . . . 12,000 19,000 ------------------------- TOTAL INTEREST INCOME . . . . . . . . . . . . 9,686,000 10,189,000 ------------------------- INTEREST EXPENSE: Interest on Deposits. . . . . . . . . . . . . 2,051,000 2,574,000 Interest on Federal Home Loan Bank Advances . 407,000 381,000 Interest on Securities Sold under Repurchase Agreements and Other Short-term Borrowings. . . . . . . 68,000 151,000 ------------------------- TOTAL INTEREST EXPENSE. . . . . . . . . . . . 2,526,000 3,106,000 ------------------------- NET INTEREST INCOME . . . . . . . . . . . . . 7,160,000 7,083,000 Provision for Loan Losses . . . . . . . . . . 564,000 600,000 ------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES. . . . . . . . . . . . . . . 6,596,000 6,483,000 ------------------------- NON-INTEREST INCOME: Investment and Trust Services Division Income 454,000 575,000 Fees and Service Charges. . . . . . . . . . . 1,777,000 1,683,000 Gains From Sales of Loans and Securities. . . 265,000 307,000 Other Operating Income. . . . . . . . . . . . 10,000 73,000 ------------------------- TOTAL NON-INTERST INCOME. . . . . . . . . . . 2,506,000 2,638,000 ------------------------- NON-INTEREST EXPENSES: Salaries and Employee Benefits. . . . . . . . 2,964,000 2,917,000 Net Occupancy Expense of Premises . . . . . . 412,000 381,000 Furniture and Equipment Expenses. . . . . . . 549,000 531,000 Card-related Expenses . . . . . . . . . . . . 292,000 302,000 Supplies and Postage. . . . . . . . . . . . . 282,000 276,000 Ohio Franchise Tax. . . . . . . . . . . . . . 181,000 61,000 Other Operating Expenses. . . . . . . . . . . 1,266,000 1,460,000 ------------------------- TOTAL NON-INTEREST EXPENSE. . . . . . . . . . 5,946,000 5,928,000 ------------------------- INCOME BEFORE INCOME TAXES. . . . . . . . . . 3,156,000 3,193,000 ------------------------- Income Taxes. . . . . . . . . . . . . . . . . 965,000 1,045,000 ------------------------- NET INCOME. . . . . . . . . . . . . . . . . . $ 2,191,000 $ 2,148,000 ------------------------- PER SHARE DATA: BASIC EARNINGS PER SHARE. . . . . . . . . . . $.33 $.32 ------------------------- DILUTED EARNINGS PER SHARE. . . . . . . . . . $.33 $.32 ------------------------- DIVIDENDS DECLARED PER SHARE. . . . . . . . . $.17 $.16 ------------------------- EX-99 4 lnb8k1q03ex2.txt LNB BANCORP, INC. EXHIBIT 2 EARNINGS PRESS RELEASE Exhibit to Form 8 - K S - K Reference Number (99.2) Press release announcing first quarter earnings FOR IMMEDIATE RELEASE Contacts: James H. Weber Senior Vice President, Marketing and Investor Relations Officer Tel: (440) 989-3005 Mitchell J. Fallis, CPA Vice President and Chief Accounting Officer Tel: (440) 244-7145 Gregory D. Friedman, CPA Executive Vice President, Corporate Secretary and Chief Financial Officer Tel: (440) 244-7143 LNB BANCORP, INC., REPORTS IMPROVED 2003 FIRST-QUARTER EARNINGS EPS UP THREE PERCENT FROM YEAR-AGO RECORD LORAIN, OHIO-APRIL 15, 2003-LNB BANCORP, INC. (Nasdaq: LNBB), today announced improved financial results for the first quarter ended March 31, 2003, with earnings reaching the highest level for any first quarter in the corporation's history. All 2002 financial statements and related per-share amounts herein have been restated to reflect the adoption of Statement of Financial Accounting Standards (SFAS) No.147 "Acquisitions of Certain Financial Institutions" and SFAS 142 "Goodwill and Other Intangible Assets" as related to intangibles. Per-share amounts have also been adjusted to reflect a two-percent stock dividend on July 2, 2002, and a three-for-two stock split on March 14, 2003. LNB Bancorp, Inc., parent financial holding company of The Lorain National Bank, reported 2003 first-quarter earnings of $2,191,000, an increase of two percent from the previous first-quarter record of $2,148,000 set last year. Basic and diluted earnings per share for the 2003 first quarter were $.33 compared with $.32 for the year-ago period, an increase of three percent. Net interest income increased one percent during the 2003 first quarter compared with last year's first quarter. Solid growth in commercial loans plus the downward repricing of interest-bearing liabilities contributed to the net interest income increase. Noninterest income declined by five percent in 2003's first quarter. Decreases in Investment and Trust Services Division income of 21 percent, decreases in gains on sales of securities of 26 percent and decreases in other service charges, exchanges and fees of one percent more than offset increases in service charges of three percent and card-related income of 16 percent. Noninterest expenses were basically flat for the first quarter of 2003 compared with the first quarter of 2002 with increases in salaries and Ohio Franchise tax offset by decreases in marketing and outside services. Income taxes decreased $80,000 due to increases in tax-exempt interest income from municipal securities, equity and preferred stock and bank owned-life insurance investments. Commenting on the results for the quarter, Gary C. Smith, LNB Bancorp's President and Chief Executive Officer, stated: "Despite lingering economic softness in the year's opening quarter, we were once again able to generate year-over-year earnings growth. Our success is attributable to LNB's proven business model, which provides the flexibility and high level of customer service that our community-oriented banking style affords, while simultaneously being progressive yet disciplined with our credit and business development policies. The benefits of this philosophy were clearly evident in the first quarter as we were able to decrease our provision for loan losses while our ratio of loan loss reserve to gross loans actually improved versus last.year. "We were also proud that our wholly owned subsidiary-North Coast Community Development Corporation-was awarded $9 million in tax credit allocations during the first quarter," Smith continued. "As previously announced, the award is part of the New Markets Tax Credit Program, which stems from the Community Renewal Tax Relief Act enacted in 2000. The tax credits are aimed at stimulating growth and jobs within our market and enable us to offer loans below prevailing market rates. This represents a mutual benefit for our community, our customers and our shareholders while coinciding with our community-oriented business principles. The tax credits will be earned as loans are made under the New Markets Tax Credit program and as other conditions are met." The Bancorp reported that annualized return on average assets (ROAA) for the 2003 first quarter was 1.24 percent, compared with 1.29 percent for 2002's first quarter. The annualized return on average shareholders' equity (ROAE) for the 2003 first quarter was 13.22 percent versus 13.56 percent in last year's comparable quarter. Total assets increased nine percent to $722.0 million at March 31, 2003, up $60.4 million from March 31, 2002. Net loans increased four percent to $504.8 million from $483.3 million, led by strong commercial loan growth offset somewhat by a refinancing-induced decline in residential mortgage loans during the 12 months ended March 31, 2003. The security portfolio increased to $155.1 million at March 31, 2003, up $22.9 million or 17.3 percent from one year ago. Increases in United States government agency securities accounted for most of the increase. Total deposits climbed almost 11 percent to $578.9 million, up $56.5 million from one year ago. Growth in demand deposits, savings, certificates of deposit, CheckInvest, high-performance checking, and Market Access deposits were partially offset by declines in money market deposits. Other borrowings declined three percent to $69.3 million at March 31, 2003, from $71.1 million one year ago due to decreases in repurchase agreements of $3.9 million offset in part by increases in Federal Home Loan Bank advances of $2.1 million. At March 31, 2003, shareholders' equity reached an all-time high of $67.4 million, up $5.0 million or eight percent from one year ago; and book value per share climbed to $10.21 from $9.63 per share at March 31, 2002. Capital ratios remained strong during the period, with average equity to average assets of 9.4 percent. LNB Bancorp, Inc., and Lorain National Bank exceed all applicable regulatory capital requirements. Under Federal Deposit Insurance Corporation (FDIC) guidelines, Lorain National Bank is categorized as "well capitalized"-the highest rating category available. LNB Bancorp, Inc.'s Board of Directors declared a first-quarter cash dividend of $0.17 per share. The cash dividend was paid on April 1, 2003, to shareholders of record on March 17, 2003, and represents an increase of two percent in the Bancorp's quarterly cash dividends paid. LNB Bancorp, Inc.'s Annual Meeting of Shareholders will be held at 10:00 a.m. Eastern Time today at: LNB Bancorp, Inc., 521 Broadway, Lorain, Ohio. A detailed analysis of LNB Bancorp, Inc.'s 2002 financial performance is included in its 2002 Annual Report, which was released in March 2003. ABOUT LNB BANCORP, INC. LNB Bancorp, Inc., is a $722-million financial holding company with two wholly owned subsidiaries: The Lorain National Bank and Charleston Insurance Agency, Inc., and a 49-percent-owned subsidiary, Charleston Title Agency, LLC. LNB Bancorp's primary subsidiary, The Lorain National Bank, provides a full spectrum of financial services, including full-service community banking, specializing in commercial, mortgage and personal banking services, and investment and trust services. Lorain National Bank also offers long- term, fixed-rate mortgages via the secondary mortgage market. Brokerage services including stocks, bonds, mutual funds and variable-annuity investments are also offered at Lorain National Bank through Raymond James Financial Services, Inc. (member NASD/SIPC), a registered broker/dealer. North Coast Community Development Corporation, a wholly owned subsidiary of The Lorain National Bank, is a community development entity (CDE), formed and approved in 2002, that provides qualified community businesses with debt financing including commercial mortgage, construction, commercial equipment and working capital loans aimed at stimulating economic growth and job creation in low- and moderate-income census tracts in Lorain County, Ohio. Charleston Insurance Agency, Inc., offers life, long-term-care insurance and fixed-annuity products. Charleston Title Agency, LLC, offers traditional title services. Lorain National Bank serves customers through 21 retail-banking centers and 27 ATMs in Ohio's Lorain, eastern Erie, and western Cuyahoga counties. For more information about LNB Bancorp, Inc., and its related products and services or to view its filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q and 8-K, please visit http://www.4lnb.com. This press release contains forward-looking statements based on current expectations that are covered under the "safe-harbor" provision of the Securities Litigation Reform Act of 1995. Certain forward-looking statements, which involve inherent risks and uncertainties, are described in LNB Bancorp's filings with the Securities and Exchange Commission. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which LNB Bancorp, Inc., conducts its operations. --FINANCIAL HIGHLIGHTS FOLLOW-- LNB Bancorp, Inc. FINANCIAL HIGHLIGHTS (In thousands, except per-share data; unaudited PERCENT THREE MONTHS ENDED MARCH 31, 2003 2002 CHANGE - ---------------------------- --------- --------- --------- Net interest income $ 7,160 $ 7,083 1% Noninterest income 2,506 2,638 (5)% --------- --------- Revenue $ 9,666 $ 9,721 (1)% Provision for loan losses 564 600 (6)% Noninterest expenses 5,946 5,928 0% --------- --------- Income before income taxes $ 3,156 3,193 (1)% Income taxes 965 1,045 (8)% --------- --------- Net income $ 2,191 $ 2,148 2% PER SHARE DATA: Earnings (basic and diluted) $ 0.33 $ 0.32 Cash dividend declared $ 0.17 $ 0.16 Weighted average shares outstanding: Basic 6,602,127 6,473,337 Diluted 6,616,966 6,475,530 PERCENT AT MARCH 31, 2003 2002 CHANGE - ---------------------------- --------- --------- --------- Total assets $ 722,048 $ 661,642 9% Net loans $ 504,776 $ 483,308 4% Total deposits $ 578,855 $ 522,322 11% Other borrowings $ 69,264 $ 71,138 (3)% Total shareholders' equity $ 67,372 $ 62,385 8% Book value per share $ 10.21 $ 9.63 6% FINANCIAL RATIOS: - ----------------- Annualized Return on average assets 1.24% 1.29% Annualized Return on average equity 13.22% 13.56% Net interest margin 4.39% 4.61% Efficiency ratio 61.73% 62.76% Loan loss reserve/gross loans 1.31% 1.28% -----END PRIVACY-ENHANCED MESSAGE-----