EX-99.1 3 l42967exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
The Lorain National Bank
401(k) Plan
 
Financial Report
December 31, 2010

 


 

The Lorain National Bank 401(k) Plan
         
    Contents
Report Letter
    1  
 
       
Statement of Net Assets Available for Plan Benefits
    2  
 
       
Statement of Changes in Net Assets Available for Plan Benefits
    3  
 
       
Notes to Financial Statements
    4-11  
 
       
Schedule of Assets Held at End of Year
  Schedule 1
 
       
Schedule of Reportable Transactions
  Schedule 2

 


 

     
(PLANTE MORAN LOGO)
  Plante & Moran, PLLC
Suite 600
65 E. State St.
Columbus, OH 43215
Tel: 614.849.3000
Fax: 614.221.3535
plantemoran.com
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
The Lorain National Bank 401 (k) Plan
We have audited the accompanying statement of net assets available for plan benefits of The Lorain National Bank 401(k) Plan (the “Plan”) as of December 31, 2010 and 2009 and the related statement of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2010 and 2009 and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
(PRAXITY LOGO)

1


 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year for the year ended December 31, 2010 and the schedule of reportable transactions for the year ended December 31, 2010 are presented for the purpose of additional analysis and are not required parts of the basic financial statements but are supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
         
   
/s/ Plante & Moran, PLLC    
 
Columbus, Ohio
June 20, 2011

2


 

The Lorain National Bank 401(k) Plan
Statement of Net Assets Available for Plan Benefits
                 
    December 31  
    2010     2009  
Assets
               
Cash
  $ 15,232     $ 15,888  
Investments — At fair value (Notes 3, 5, and 7):
               
Nonparticipant-directed — Common stock — LNB Bancorp, Inc.
    2,013,814       1,505,138  
Participant-directed:
               
Short-term cash investments
    178,276       180,783  
Common collective trust funds
    5,479,559       4,407,987  
 
           
 
               
Total investments
    7,671,649       6,093,908  
 
               
Participant notes receivable
    284,868       221,363  
 
           
 
               
Total assets
    7,971,749       6,331,159  
 
               
Liabilities — Other expense payable
    (1,010 )     (711 )
 
           
 
               
Net Assets Available for Plan Benefits at Fair Value
    7,970,739       6,330,448  
 
               
Adjustment from Fair Value to Contract Value for Interest in Common Collective Trust Funds Relating to Fully Benefit-responsive Investment Contracts
    (9,720 )     (4,482 )
 
           
 
               
Net Assets Available for Plan Benefits
  $ 7,961,019     $ 6,325,966  
 
           
See Notes to Financial Statements.

3


 

The Lorain National Bank 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
                 
    Year Ended December 31  
    2010     2009  
Additions
               
Investment income:
               
Dividends
  $ 14,887     $ 85,790  
Net appreciation in fair value of investments (Note 3)
    896,145       417,604  
 
           
 
               
Total investment income
    911,032       503,394  
 
               
Contributions:
               
Employer
    374,142       367,379  
Participants
    716,589       705,717  
Participant rollovers
    16,965       10,790  
 
           
 
               
Total contributions
    1,107,696       1,083,886  
 
           
 
               
Interest from participant notes receivable
    12,338       9,677  
 
           
 
               
Total additions
    2,031,066       1,596,957  
 
               
Deductions
               
Distributions to participants
    (395,003 )     (560,386 )
Other expense
    (1,010 )     (711 )
 
           
 
               
Total deductions
    (396,013 )     (561,097 )
 
           
 
               
Net Increase in Net Assets Available for Plan Benefits
    1,635,053       1,035,860  
 
               
Net Assets Available for Plan Benefits — Beginning of year
    6,325,966       5,290,106  
 
           
 
               
Net Assets Available for Plan Benefits — End of year
  $ 7,961,019     $ 6,325,966  
 
           

4


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 1 — Description of Plan
    The following is a general description of The Lorain National Bank 401(k) Plan (the “Plan”). Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.
 
    General — The Plan is a defined contribution plan sponsored by The Lorain National Bank (the “Bank”), a wholly owned subsidiary of LNB Bancorp, Inc. (the “Bancorp” or the “Corporation”), covering substantially all employees of the Bank and related Bancorp affiliates for which the Bank acts as common paymaster. An employee is eligible to participate in the Plan after the attainment of age 19 and completion of 90 days of service, as defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
    Under the terms of the Plan, the Investment and Trust Services Division of the Bank acts as trustee for the Plan and, as such, provides oversight for a trust fund, which includes all of the Plan’s assets.
 
    Contributions — The Plan allows participants to make pretax contributions up to the maximum dollar limits set by the IRS. Based on the number of hours worked or paid, certain participants in the Plan are eligible to receive employer contributions. Each year the employer will make a safe harbor matching contribution to the Plan equal to 3.0 percent of the employee’s annual compensation regardless of the employee’s participation in the Plan.
 
    Employee contributions are invested according to participant investment elections for pretax contributions. If an employee has not made investment elections, the employee contributions will be invested in the State Street Global Advisors’ Moderate Strategic Balanced SL Fund (Growth & Income Asset Allocation Fund). Employer contributions are not participant-directed and are invested in LNB Bancorp, Inc. common stock.
 
    To receive an employer contribution, a participant must be eligible to participate in the plan. A participant’s account also receives the employer contribution for the year in which the participant retires, becomes disabled, or dies.

5


 

\

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 1 — Description of Plan (Continued)
    Participant Accounts — Each participant’s account is credited with the participant’s contribution, the Bank’s contribution, and an allocation of plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
    Forfeitures — At December 31, 2010 and 2009, there were no outstanding forfeited nonvested accounts. Forfeitures are used to reduce future employer contributions.
 
    Vesting — Participants are immediately vested in their voluntary contribution and the employer’s contribution for the current plan year plus any earnings accrued thereon.
 
    Payment of Benefits — Upon termination of service, the vested amount of the Bank’s contributions and earnings thereon is paid at the election of the participant in cash. Participants can elect to receive the vested portion of their account in a single lump-sum cash payment or in substantially equal installments over a period of not more than the assumed life expectancy of the participant and the participant’s beneficiary.
 
    Withdrawals — Aside from normal retirement distributions, in-service withdrawals relative to the pre-2000 after-tax savings and company match may be withdrawn at any time. In accordance with plan provisions, pretax savings may also be withdrawn for reasons of extreme financial hardship as defined under federal law. An employee can make only one withdrawal in any 12-month period, relative to the Stock Purchase Plan provision of pre-2000 after-tax dollars and employer match.
 
    Participant Notes Receivable — Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. The notes receivable are secured by the balance in the participant’s account and are charged a rate of interest commensurate with local prevailing rates as determined by the plan administrator. Principal and interest are paid ratably through biweekly payroll deductions.
 
    Party-in-interest Transactions — The Plan invests in employer stock as well as certain investment funds managed by the custodian or its affiliates. Reliance Trust Company is the custodian of the Plan and State Street Global Advisors is the fund manager and therefore, these transactions qualify as party-in-interest transactions as defined under ERISA guidelines.
 
    Termination — Although the Bank has not expressed the intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA and its related regulations. In the event of a plan termination, participants will become 100 percent vested in their accounts.

6


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 2 — Significant Accounting Policies
    Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value, except for a common collective trust fund that invests in benefit-responsive investment contracts (commonly referred to as a stable value fund), which is valued at contract value. Contract value represents investments at cost plus accrued interest income less amounts withdrawn to pay benefits. The fair value of the stable value common collective trust fund is based on discounting the related cash flows of the underlying guaranteed investment contracts based on current yields of similar instruments with comparable durations. Investments in other common collective trust funds are based on the fair market values of the underlying assets. The interest-bearing cash is valued at outstanding balances, which approximate fair value. All other investments are valued based on quoted market prices. See Note 7 for additional information.
 
    The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 
    Participant Notes Receivable — Participant notes receivable are recorded at their unpaid principal balances plus any accrued interest.
 
    Benefit Payments — Benefits are recorded when paid.
 
    Administrative Expenses — The administrative expenses of the Plan are paid by the Bank.
 
    Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
 
    Risks and Uncertainties —The Plan provides for various investment options including any combination of common collective trust funds, LNB Bancorp, Inc. common stock, and other investment securities. The underlying investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participants’ individual account balances.

7


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 2 — Significant Accounting Policies (Continued)
    Concentration of Credit Risk —At December 31, 2010 and 2009, approximately 25 percent and 24 percent, respectively, of the Plan’s assets were invested in LNB Bancorp, Inc. common stock.
 
    New Accounting Pronouncement — During 2010, the Plan adopted the provisions of a new accounting standard which requires that defined contribution plans classify participant loans as notes receivable from participants rather than as investments as was previously required. This standard was adopted retroactively and, as a result, the December 31, 2009 participant loans have been reclassified from investments to participant notes receivable and the 2009 interest income has been reclassified from investment income to interest from participant notes receivable. The adoption of this standard had no impact on the Plan’s net assets or changes in net assets.
Note 3 — Investments
    The following table presents the fair value of investments that represented 5 percent or more of the Plan’s assets at December 31, 2010 and 2009:
                 
    2010     2009  
Common stock — LNB Bancorp, Inc. - 405,194 and 349,220 common shares in 2010 and 2009, respectively**
  $ 2,013,814     $ 1,505,138  
Common collective trust funds:
               
State Street Global Advisors Growth & Income Fund #110
    1,416,362       1,256,817  
State Street Global Advisors S&P Mid-Cap Stock Fund #500
    847,837       627,477  
State Street Global Advisors S&P 500 Stock Fund Fund #400
    449,821       368,396  

8


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 3 — Investments (Continued)
    During the years ended December 31, 2010 and 2009, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
                 
    2010     2009  
Common stock — LNB Bancorp, Inc.**
  $ 233,554     $ (364,399 )
Common collective trust funds
    662,591       782,003  
 
           
 
               
Total
  $ 896,145     $ 417,604  
 
           
 
**   Nonparticipant-directed
Note 4 — Federal Income Taxes
    The Internal Revenue Service issued its latest determination letter on January 27, 2003, which stated that the Plan and underlying trust, as designed, qualify under the applicable provisions of the Internal Revenue Code. In the opinion of the plan administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Internal Revenue Code.

9


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 5 — Party-in-interest Transactions
    The following is a summary of transactions in common stock of LNB Bancorp, Inc., 100 percent owner of the Bank, during the years ended December 31, 2010 and 2009:
                 
    Number        
    of Shares     Fair Value  
Balance at December 31, 2008
    294,532       1,546,297  
 
Purchases
    69,587       404,171  
Sales
    (14,899 )     (80,931 )
Net depreciation
          (364,399 )
 
           
 
               
Balance at December 31, 2009
    349,220     $ 1,505,138  
 
           
 
               
Purchases
    82,399       398,065  
Sales
    (26,425 )     (122,943 )
Net appreciation
          233,554  
 
           
 
               
Balance at December 31, 2010
    405,194     $ 2,013,814  
 
           
Note 6 — Assets Available for Distribution to Participants
    The following is a summary of the assets available for distribution to participants as of December 31, 2010 and 2009:
                 
    2010     2009  
Assets payable to terminated participants
  $ 1,150,732     $ 946,301  
Assets available for continuing participants
    6,810,287       5,379,665  
 
           
 
               
Total
  $ 7,961,019     $ 6,325,966  
 
           

10


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 7 — Fair Value Measurements
    Accounting standards require certain assets be reported at fair value in the financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.
 
    Level 1 — In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access.
 
    Level 2 — Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
 
    Level 3 — Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset.
 
    In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.
 
    The Plan also holds other assets not measured at fair value on a recurring basis, including cash, participant notes receivable, and other receivables. The fair value of these assets approximates the carrying amounts in the accompanying financial statements due to either the short maturity of the instruments or the use of interest rates that approximate market rates for instruments of similar maturity.
 
    The following tables represent the balances of the Plan’s financial assets that were measured at fair value on a recurring basis as of December 31, 2010 and 2009:

11


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 7 — Fair Value Measurements (Continued)
Assets Measured at Fair Value on a Recurring Basis at December 31, 2010
                                 
    Quoted Prices                    
    in Active     Significant              
    Markets for     Other     Significant     Balance at  
    Identical     Observable     Unobservable     December 31,  
    Assets (Level 1)     Inputs (Level 2)     Inputs (Level 3)     2010  
Common stock — LNB Bancorp, Inc.
  $ 2,013,814     $     $     $ 2,013,814  
Short-term cash investments
          178,276             178,276  
Common collective trust funds
                               
Bond Funds (1)
          303,754             303,754  
Index Equity Funds (2)
          2,522,375             2,522,375  
Growth and Income Funds (2)
          1,874,754             1,874,754  
International Fund (2)
          265,454             265,454  
Balanced Asset Fund (3)
          81,299             81,299  
Real Estate Fund (4)
          82,600             82,600  
Stable Value Fund (5)
          349,323             349,323  
 
                       
Total
  $ 2,013,814     $ 5,657,835     $     $ 7,671,649  
 
                       

12


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 7 — Fair Value Measurements (Continued)
Assets Measured at Fair Value on a Recurring Basis at December 31, 2009
                                 
    Quoted Prices                    
    in Active     Significant              
    Markets for     Other     Significant     Balance at  
    Identical     Observable     Unobservable     December 31,  
    Assets (Level 1)     Inputs (Level 2)     Inputs (Level 3)     2009  
Common stock — LNB Bancorp, Inc.
  $ 1,505,138     $     $     $ 1,505,138  
Short-term cash investments
          180,783             180,783  
Common collective trust funds
                               
Bond Funds (1)
          228,262             228,262  
Index Equity Funds (2)
          1,948,513             1,948,513  
Growth and Income Funds (2)
          1,633,035             1,633,035  
International Fund (2)
          206,912             206,912  
Balanced Asset Fund (3)
          46,225             46,225  
Real Estate Fund (4)
          61,008             61,008  
Stable Value Fund (5)
          284,032             284,032  
 
                       
Total
  $ 1,505,138     $ 4,588,770     $     $ 6,093,908  
 
                       
 
(1)   This category represents investments in actively managed common collective trust funds that invest primarily in bonds which may include corporate bonds, government bonds or municipal bonds. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(2)   This category represents investments in actively managed common collective trust funds that invest primarily in equity securities which may include common stocks, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(3)   This category represents investments in actively managed common collective trust funds with investments in both equity and debt securities. The investments may include common stock, corporate bonds, U.S. and non-U.S. municipal securities, interest rate swaps, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(4)   This category represents investments in actively managed common collective trust funds with investments in real estate. The investments may include actual real estate property or real estate investment trusts. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(5)   This category represents investments in an actively managed common collective trust fund that invests primarily in investment contracts, a variety of fixed income investments that may include corporate bonds, both U.S. and non-U.S. municipal securities and wrapper contracts. Investments are valued at the fair value per share multiplied by the number of shares held as of the measurement date.

13


 

The Lorain National Bank 401(k) Plan
Notes to Financial Statements
December 31, 2010 and 2009
          
Note 8 — Reconciliation to Form 5500
    The investment income on Form 5500 for the year ended December 31, 2009 is higher by $2,368 due to a common collective trust fund being recorded at contract value on the financial statements and at fair value on Form 5500 at December 31, 2008.

14


 

The Lorain National Bank 401(k) Plan
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 34-0869480, Plan No. 003
December 31, 2010
                         
        (c)              
(a)(b)     Description of Investment, Including           (e)  
Identity of Issuer, Borrower,     Maturity Date, Rate of Interest,   (d)     Current  
Lessor, or Similar Party     Collateral, Par, or Maturity Value   Cost     Value  
LNB Bancorp, Inc.*  
Common stock - 405,194 shares
  $ 2,095,346     $ 2,013,814  
State Street Global Advisors*  
Short Term Investment Fund #200
    **       178,276  
Participants  
Participant notes receivable, bearing interest at 4.25% to 9.25%
    **       284,868  
       
Common collective trust funds:
               
State Street Global Advisors*  
Aggregate Bond Index Fund #310
    **       126,888  
State Street Global Advisors*  
Growth Fund #120
    **       365,655  
State Street Global Advisors*  
Growth & Income Fund #110
    **       1,416,362  
State Street Global Advisors*  
Income Plus Fund #100
    **       92,738  
State Street Global Advisors*  
International Stock Fund #600
    **       265,454  
State Street Global Advisors*  
Long Treasury Index Fund #300
    **       176,522  
State Street Global Advisors*  
NASDAQ 100 Stock Fund #520
    **       288,158  
State Street Global Advisors*  
Russell 2000 Stock Fund #510
    **       382,531  
State Street Global Advisors*  
S&P 500 Stock Fund #400
    **       449,821  
State Street Global Advisors*  
S&P Growth Stock Fund #420
    **       286,732  
State Street Global Advisors*  
S&P Mid-Cap Stock Fund #500
    **       847,837  
State Street Global Advisors*  
S&P Value Stock Fund #410
    **       267,295  
State Street Global Advisors*  
Stable Value Fund #210
    **       349,323  
State Street Global Advisors*  
Govt Short Bond
    **       344  
State Street Global Advisors*  
Target Retire 2015
    **       43,349  
State Street Global Advisors*  
Target Retire 2025
    **       23,789  
State Street Global Advisors*  
Target Retire 2035
    **       6,584  
State Street Global Advisors*  
Target Retire 2045
    **       7,577  
State Street Global Advisors*  
US REIT Index Fund #530
    **       82,600  
       
 
             
       
 
               
       
Total investments
          $ 7,956,517  
       
 
             
 
*   Party-in-interest
 
**   Cost information not required
Schedule 1

Page 1


 

The Lorain National Bank 401(k) Plan
Schedule of Reportable Transactions
Form 5500, Schedule H, Item 4i
EIN 34-0869480, Plan 003
Year Ended December 31, 2010
                                                                 
                                    (f)             (h)        
    (b)                             Expense             Current Value     (i)  
    Description of Asset (Including     (c)     (d)     (e)     Incurred     (g)     of Asset on     Realized  
    Interest Rate and Maturity     Purchase     Selling     Lease     with     Cost of     Transaction     Net Gain  
    in Case of a Loan)     Price     Price     Rental     Transaction     Asset     Date     (Loss)  
A series of transactions (Category (iii)) that, in the aggregate, amount to more than 5 percent of the beginning value of plan assets:
                                                               
 
LNB Bancorp, Inc.*
  LNB Bancorp, Inc. common stock:                                                        
 
 
Purchases (37)
  $ 398,065     $     $     $     $ 398,065     $ 398,065     $  
 
 
Sales (60)
        $ 122,943     $     $     $ 137,172     $ 122,943     $ (14,229 )
 
*   Party-in-interest
Schedule 2

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