THE LORAIN NAT'L BANK EMPLOYEE STOCK OWNERSHIP PLN

-----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, Bikp4eiWFSjjdGLRr0mJxN0UwHeSBvbi+XT5f6iLlv9oBy0DGciuLry/wYYLeux5 Zy9B4GSK+i1owiV+jAMIfA== 0000950152-06-005487.txt : 20060629 0000950152-06-005487.hdr.sgml : 20060629 20060629110032 ACCESSION NUMBER: 0000950152-06-005487 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13203 FILM NUMBER: 06932147 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 800-860-1007 11-K 1 l20980ae11vk.htm LNB BANCORP,INC. 11-K THE LORAIN NAT'L BANK EMPLOYEE STOCK OWNERSHIP PLN

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2005

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from ________to ________

		Commission file number 0-13203

THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

(Full title of the plan)

LNB BANCORP, INC. 457 Broadway Lorain, Ohio 44052-1769

(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)

REQUIRED INFORMATION

The Lorain National Bank Employee Stock Ownership Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Accordingly, in lieu of the requirements of Items 1-3 of this Section, the Plan is filing financial statements and supplemental schedules prepared in accordance with the financial reporting requirements of ERISA. These financial statements and supplemental schedules are attached hereto as Exhibit 99 and incorporated by reference herein.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




Exhibits:

(23.1)		Consent of Plante & Moran, PLLC

(23.2)		Consent of KPMG LLP



(99)		Annual report of The Lorain National Bank Employee Stock Ownership Plan for the plan year ended December 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.


		The Lorain National Bank Employee Stock Ownership Plan By Lorain National Bank, Trustee/Administrator

Date: June 29, 2006		By:		/s/ Terry M. White

				Terry M. White Chief Financial Officer

EX-23.1 2 l20980aexv23w1.txt EX-23.1 CONSENT OF KPMG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors LNB Bancorp, Inc.: We consent to incorporation by reference in the Registration Statement on Form S-8 (No. 33-65034) of LNB Bancorp, Inc. of our report dated June 24, 2005, relating to the statement of assets available for distribution to participants of The Lorain National Bank Employee Stock Ownership Plan as of December 31, 2004 and the related statement of changes in assets available for distribution to participants for the year then ended, which report appears in the December 31, 2005 Annual Report on Form 11-K of The Lorain National Bank Employee Stock Ownership Plan. /s/ KPMG LLP Cleveland, Ohio June 29, 2006 EX-23.2 3 l20980aexv23w2.txt EX-23.2 CONSENT OF PLANTE MORAN EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors LNB Bancorp, Inc. We consent to incorporation by reference in the Registration Statement on Form S-8 (No. 33-65034) of LNB Bancorp, Inc. of our report dated June 12, 2006 on the financial statements of The Lorain National Bank Employee Stock Ownership Plan for the year ended December 31, 2005, which report appears in the December 31, 2005 Annual Report on Form 11-K of The Lorain National Bank Employee Stock Ownership Plan. /s/ Plante & Moran, PLLC Cleveland, Ohio June 29, 2006 EX-99 4 l20980aexv99.txt EX-99 FINANCIAL REPORT Exhibit 99 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN ---------- FINANCIAL REPORT DECEMBER 31, 2005 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN Report of Independent Registered Public Accounting Firm To the Plan Administrator The Lorain National Bank Employee Stock Ownership Plan We have audited the accompanying statement of assets available for distribution to participants of The Lorain National Bank Employee Stock Ownership Plan (the "Plan") as of December 31, 2005 and related statement of changes in assets available for distribution to participants for the year 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 audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for distribution to participants of the Plan as of December 31, 2005 and the changes in those assets for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Our audit was 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 as of December 31, 2005 and schedule of reportable transactions for the year ended December 31, 2005 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary 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 audit 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 Cleveland, Ohio June 12, 2006 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Plan Administrator The Lorain National Bank Sponsor of The Lorain National Bank Employee Stock Ownership Plan: We have audited the accompanying statement of assets available for distribution to participants of The Lorain National Bank Employee Stock Ownership Plan (Plan) as of December 31, 2004, and the related statement of changes in assets available for distribution to participants for the year 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 audit. We conducted our audit in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for distribution to participants of the Plan as of December 31, 2004, and the changes in those assets for the year then ended in conformity with U.S. generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2004, and Schedule H, Line 4j - Schedule of Reportable Transactions for the year ended December 31, 2004 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary 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 audit 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/ KPMG LLP June 24, 2005 2 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF ASSETS AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS DECEMBER 31, 2005

See Notes to Financial Statements. 3 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS YEAR ENDED DECEMBER 31, 2005

See Notes to Financial Statements. 4 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 NOTE 1 - DESCRIPTION OF PLAN The following description of The Lorain National Bank Employee Stock Ownership Plan (the "Plan") provides only general information. 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"), 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 21 and completion of one year 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, manages a trust fund, which includes all of the Plan's assets. The trustee has been granted discretionary authority concerning purchases and sales of investments in the trust fund made from employer contributions. BANK CONTRIBUTIONS - The amount of the contribution is determined by the Bank's board of directors in its absolute discretion. The Bank is not required to make a contribution in any specific year. Contributions are allocated to participants' accounts in the proportion each participant's annual compensation bears to the total annual compensation of all participants for that plan year. There were no discretionary contributions made to the Plan during 2005 and 2004. PARTICIPANT CONTRIBUTIONS - The Plan does not permit participant contributions. DIVIDEND REINVESTMENT - All dividends received on common stock investments are reinvested in additional shares of common stock. VESTING - Each participant vests in the bank contribution after five years of service. Forfeitures of nonvested employer contributions are made available first to reinstate previously forfeited account balances of former participants who are reemployed by the plan sponsor within one year. The remaining forfeitures, if any, shall be allocated among the participants' accounts in the proportion each participant's annual compensation bears to the total annual compensation of all participants for that plan year. At December 31, 2005 and 2004 there were $4,009 and $685 of forfeitures, respectively, which were reallocated within the Plan. 5 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 NOTE 1 - DESCRIPTION OF PLAN (CONTINUED) DISTRIBUTION UPON TERMINATION OF EMPLOYMENT - A participant whose employment terminates by reason of retirement on their early retirement date or on their normal retirement date, receives their vested benefits. The participant may elect distribution of their vested benefits either in a single distribution or in annual, semiannual, quarterly, or monthly installments of substantially equal amounts for not more than five years. A participant whose employment is terminated for any reason other than those designated above may receive a single distribution of their vested benefits. PLAN TERMINATION - Although it has not expressed any intention to do so, the Bank has the right to terminate the Plan subject to the provisions set forth in ERISA. In the event of plan termination, participants become 100 percent vested and the assets of the Plan will be allocated as prescribed by ERISA and its related regulations. PLAN ADMINISTRATOR - The plan administrator is president and chief executive officer of the Bank. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - The accompanying financial statements of the Plan have been prepared under the accrual method of accounting. INVESTMENTS - The fair value of investments and changes therein are determined through the use of current quoted market values. Purchases and sales are recorded on a trade date basis. 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. PAYMENT OF BENEFITS - Benefit payments to participants are recorded when paid. 6 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 NOTE 3 - INVESTMENTS The following table presents the fair value of the Plan's investments at December 31, 2005 and 2004.

During the years ended December 31, 2005 and 2004, the Plan's investments (including investments bought, sold, and held during the year) depreciated in value by $515,331 and $36,152, respectively. NOTE 4 - ADMINISTRATIVE EXPENSES The administrative expenses of the Plan are paid by the Bank. NOTE 5 - FEDERAL INCOME TAXES The Internal Revenue Service issued its latest determination letter on July 2, 2002, which stated that the Plan and its 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. As long as the Plan continues to be qualified under present federal income tax laws and regulations, participants will not be taxed on Bank contributions or on investment earnings on such contributions at the time such contributions and investment earnings are received by the trustee, but may be subject to tax thereon at such time as they receive distributions under the Plan. 7 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 NOTE 6 - 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, 2005 and 2004:

NOTE 7 - ASSETS AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS The following is a summary of the assets available for distribution to participants as of December 31, 2005 and 2004:

8 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS HELD AT END OF YEAR FORM 5500, SCHEDULE H, ITEM 4I EIN 34-0869480, PLAN NO. 002 DECEMBER 31, 2005

* Party-in-interest Schedule 1 Page 1 THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FORM 5500, SCHEDULE H, ITEM 4I EIN 34-0869480, PLAN 003 YEAR ENDED DECEMBER 31, 2005

* Party-in-interest Schedule 2 Page 1 -----END PRIVACY-ENHANCED MESSAGE-----