-----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, TCcIUnUOlX8TtsYjSo0a7FoZHz/cfAePIAQK0cfeDpulgLVhy0OBss0OjEqHbcCX GDsv0AB9z/IXT33Ic0QsqQ== 0000950152-08-005060.txt : 20080630 0000950152-08-005060.hdr.sgml : 20080630 20080630140112 ACCESSION NUMBER: 0000950152-08-005060 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 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: 08925114 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 800-860-1007 11-K 1 l32257ae11vk.htm LNB BANCORP, INC. 11-K LNB BANCORP, INC. 11-K
 
 
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, 2007
     
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
 
(99)   Annual report of The Lorain National Bank Employee Stock Ownership Plan for the plan year ended December 31, 2007.
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 30, 2008 By:   /s/ Sharon L. Churchill    
    Sharon L. Churchill   
    Chief Financial Officer   
 

 

EX-23.1 2 l32257aexv23w1.htm EX-23.1 EX-23.1
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-8 (No.333-53210) of our report dated June 17, 2008 appearing in the annual report on Form 11-K of the Lorain National Bank Employees’ Stock Ownership Plan for the year ended December 31, 2007.
/s/ Plante & Moran, PLLC
Columbus, Ohio
June 17, 2008

EX-99 3 l32257aexv99.htm EX-99 EX-99
Exhibit 99
The Lorain National Bank Employee
Stock Ownership Plan

 
Financial Report
December 31, 2007

 


 

The Lorain National Bank
Employee Stock Ownership Plan
 
     
    Contents
Report Letter
  1
Statement of Assets Available for Distribution to Participants
  2
Statement of Changes in Assets Available for Distribution to Participants
  3
Notes to Financial Statements
  4-7
Schedule of Assets Held at End of Year
  Schedule 1
Schedule of Reportable Transactions
  Schedule 2

 


 

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, 2007 and 2006 and the related statement of changes in assets available for distribution to participants 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. 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 assets available for distribution to participants of the Plan as of December 31, 2007 and 2006 and the changes in those assets for the years 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, 2007 and schedule of reportable transactions for the year ended December 31, 2007 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 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 17, 2008

 


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Statement of Assets Available for Distribution to Participants
                 
    December 31  
    2007     2006  
 
               
Assets Available for Distribution to Participants
               
Short-term cash investments
  $ 916     $ 1,223  
Investments — At fair value — Common stock — LNB Bancorp, Inc. (Note 4)
    2,321,984       2,942,177  
 
           
 
               
Total investments
    2,322,900       2,943,400  
 
               
Receivables — Dividends and interest
    36,190       33,579  
 
           
 
               
Assets Available for Distribution to Participants
  $ 2,359,090     $ 2,976,979  
 
           
See Notes to Financial Statements.

2


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Statement of Changes in Assets Available for
Distribution to Participants
                 
    Year Ended December 31  
    2007     2006  
Additions
               
Dividends
  $ 120,975     $ 136,154  
Net realized and unrealized depreciation in fair value of investments — Common stock (Note 4)
    (255,612 )     (342,967 )
 
           
 
               
Total investment loss
    (134,637 )     (206,813 )
 
               
Deductions — Distributions to participants
    483,252       414,590  
 
           
 
               
Decrease in Assets Available for Distribution to Participants
    (617,889 )     (621,403 )
 
               
Assets Available for Distribution to Participants — Beginning of year
    2,976,979       3,598,382  
 
           
 
               
Assets Available for Distribution to Participants — End of year
  $ 2,359,090     $ 2,976,979  
 
           
See Notes to Financial Statements.

3


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006
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 2007 and 2006.
Participant Contributions — The Plan does not permit participant contributions.

4


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006
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 three years of service. Forfeitures of nonvested employer contributions are made available first to reinstate previously forfeited account balances of former participants who are re-employed 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, 2007 and 2006, there were $53 and $817 of forfeitures, respectively, which were reallocated within the Plan.

5


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006
Note 1 — Description of Plan (Continued)
Party-in-interest Transactions — The Plan invests in employer stock and therefore these transactions qualify as party-in-interest transactions as defined under ERISA guidelines. See Note 4 for further detail related to the party-in-interest transactions during the year.
Distribution Upon Termination of Employment — A participant whose employment terminates by reason of retirement on his or her early retirement date, or on his or her normal retirement date, receives his or her vested benefits. The participant may elect distribution of his or her 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 his or her vested benefits.
Note 2 — Summary of Significant Accounting Policies
Investment Valuation — 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.

6


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006
Payment of Benefits — Benefit payments to participants are recorded when paid.
Administrative Expenses — The administrative expenses of the Plan are paid by the Bank.

7


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006
Note 2 — Summary of Significant Accounting Policies (Continued)
Risks and Uncertainties — The Plan invests in LNB Bancorp common stock. The common stock is 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 participants’ account balances and the amounts reported in the statement of net assets available for benefits.
Concentration of Credit Risk — At December 31, 2007, substantially all of the Plan’s assets were invested in Lorain National Bancorp common stock.
New Accounting Pronouncement — In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for the fiscal year beginning after November 15, 2007. The Bancorp is currently evaluating the impact, if any, of the provisions of SFAS 157 on the Plan’s financial statements.
Note 3 — 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.

8


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006

9


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006
Note 4 — 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, 2007 and 2006:
                 
    Number        
    of Shares     Fair Value  
Balance at December 31, 2005
    198,464     $ 3,562,432  
 
               
Purchases
    7,417       136,576  
Sales and distributions
    (22,568 )     (413,864 )
Net depreciation
          (342,967 )
 
           
Balance at December 31, 2006
    183,313       2,942,177  
 
               
Purchases
    7,841       122,412  
Sales and distributions
    (32,658 )     (486,993 )
Net depreciation
            (255,612 )
 
             
 
               
Balance at December 31, 2007
    158,496     $ 2,321,984  
 
           
Note 5 — Assets Available for Distribution to Participants
The following is a summary of the assets available for distribution to participants as of December 31, 2007 and 2006:
                 
    2007     2006  
Assets payable to terminated participants
  $ 640,972     $ 817,355  
Assets available for continuing participants
    1,718,118       2,159,624  
 
           
                 
Total
  $ 2,359,090     $ 2,976,979  
 
           
Note 6 — Plan Termination
Effective December 31, 2007, the Plan was merged into the Lorain National Bank 401(k) Plan with all assets of the Plan transferring to the

10


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Notes to Financial Statements
December 31, 2007 and 2006
custodian of the Lorain National Bank 401(k) Plan in April 2008. Upon the transfer of assets into the Lorain National Bank 401(k) Plan, the Plan was terminated. All plan assets continue to be recorded at fair value.

11


 

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, 2007
                     
    (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 — 158,496 shares   $ 2,098,486     $ 2,321,984  
                     
Goldman Sachs, Inc.
  GSFS Treasury Fund — money market fund — 916 shares     916       916  
 
               
 
       Total investments   $ 2,099,402     $ 2,322,900  
 
               
 
*   Party-in-interest

Page 1


 

The Lorain National Bank
Employee Stock Ownership Plan
 
Schedule of Reportable Transactions
Form 5500, Schedule H, Item 4i
EIN 34-0869480, Plan 002
Year Ended December 31, 2007
                                                             
                                (f)           (h)   (i)
    (b)                           Expense           Current Value   Realized &
    Description of Asset (Including   (c)   (d)   (e)   Incurred   (g)   of Asset on   Unrealized
(a)   Interest Rate and Maturity   Purchase   Selling   Lease   with   Cost of   Transaction   Net Gain
Identity of Party Involved   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:                                                        
 
       4 purchases   $ 122,412     $     $     $     $ 122,412     $ 122,412     $  
 
       13 sales           382,259                   338,143       382,259       44,116  
 
       8 distributions in kind           104,735                   92,209       104,735       12,526  
                                                             
Goldman Sachs, Inc
 
GSFS Treasury Fund — Money market fund
                                                       
 
       24 purchases     347,777        —        —        —       347,777       347,777        
 
       16 sales           348,085                   348,085       348,085        
 
*   Party-in-interest

Page 2

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