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 April 15, 2004 (Date of earliest event reported) Lakeland Financial Corporation (Exact name of Registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 0-11487 35-1559596 (Commission File Number) (I.R.S. Employer Identification Number) 202 East Center Street, P.O. Box 1387, Warsaw, Indiana 46581-1387 (Address of principal executive offices) (Zip Code) (574) 267-6144 (Registrant's telephone number, including area code)Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 99.1 Press Release dated April 15, 2004 Item 12. Results of Operations and Financial Condition On April 15, 2004, Lakeland Financial Corporation issued a press release announcing its earnings for the quarter ended March 31, 2004. The news release is attached as Exhibit 99.1.
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. LAKELAND FINANCIAL CORPORATION Dated: April 15, 2004 By: /s/David M. Findlay David M. Findlay Chief Financial Officer
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: David M. Findlay Executive Vice President and Chief Financial Officer (574) 267-9197 LAKELAND FINANCIAL REPORTS FIRST QUARTER PERFORMANCE AND CASH DIVIDEND Warsaw, Indiana (April 15, 2004) - Lakeland Financial Corporation (Nasdaq/LKFN), parent company of Lake City Bank, today reported net income of $3.5 million for the first quarter of 2004, which is unchanged versus the comparable period of 2003 and represents a 16% increase versus net income of $3.0 million in the fourth quarter of 2003. Diluted net income per common share for the quarter was $0.58 versus $0.59 for the comparable period of 2003 and $0.50 for the fourth quarter of 2003. The Company also announced that the Board of Directors approved a cash dividend for the first quarter of $0.21 per share, payable on April 26, 2004 to shareholders of record on April 10, 2004. The quarterly dividend represents an 11% increase over the quarterly dividend of $0.19 paid in 2003. Michael L. Kubacki, Chairman, President and Chief Executive Officer, commented, "We are proud of our performance in the first quarter of 2004. As a result of the challenging interest rate environment that we have been operating in for the past twelve months, our focus has been on growth in key noninterest income categories and prudent expense management. The combination of our balance sheet structure and historically low interest rates has significantly affected our net interest income through a decline in our net interest margin, which was 3.60% versus 3.93% in the first quarter of 2003. As a result, our net interest income after provision for loan losses has increased by only 1% when compared to the same period in 2003 despite good earning asset growth." Kubacki continued, "We continued to experience good revenue growth in key noninterest income areas during the quarter. Excluding mortgage sales gains, noninterest income grew by 16% versus the comparable period in 2003." Comparing the first quarter of 2004 to the comparable period in 2003, other income increased by 40%, or $271,000, credit card fees increased 39%, or $140,000, and trust and brokerage fees increased 21%, or $129,000. Overall, total noninterest income decreased by $226,000, driven by a $759,000 reduction in mortgage sales gains versus the comparable period in 2003. Kubacki added, "The mortgage environment during the first quarter had a negative impact on earnings as we experienced a dramatic reduction in mortgage sales gains and incurred an impairment of mortgage servicing rights of $159,000 for the quarter versus $141,000 in the first quarter of 2003. In the fourth quarter of 2003, we had a benefit of $117,000 compared to the loss in the first quarter. While we have recently seen some rebound in mortgage origination activity, we do not anticipate that it will have a significant impact in future quarters." "Recognizing the impact that the low interest rate environment has on our earnings power, we have maintained a tight focus on managing noninterest expenses. As a result, noninterest expense actually decreased by 1% for the quarter versus the comparable period in 2003. Through ongoing leveraging of technology and prudent capital investment, we have been able to achieve this reduction without impacting staffing levels or customer service." Total loans as of March 31, 2004 were $884.5 million versus $870.9 million as of December 31, 2003 and $826.9 million as of March 31, 2003. Average loans during the first quarter of 2004 were $883.7 million compared to $860.3 million in the fourth quarter of 2003, an increase of 3%. Lakeland Financial's allowance for loan losses as of March 31, 2004 was $10.5 million, compared to $10.2 million as of December 31, 2003 and $9.7 million as of March 31, 2003. Non-performing assets totaled $4.5 million as of March 31, 2004 versus $4.3 million as of December 31, 2003 and $8.8 million on March 31, 2003. The ratio of non-performing assets to loans was 0.51% on March 31, 2004 compared to 0.50% at December 31, 2003 and 1.06% at March 31, 2003. Net charge offs totaled $9,000 in the first quarter versus $320,000 during the fourth quarter of 2003 and $458,000 in the first quarter of 2003. For the quarter ended March 31, 2004, net charge offs were less than 0.01% of average loans compared to 0.23% in the same period in 2003. Kubacki commented, "We are extremely pleased with the overall quality of our loan portfolio and the resulting low level of charge offs during the quarter. Clearly, there is a direct relationship between our earnings power in this low margin environment and our asset quality. As a result of our moderate level of charge offs and overall asset quality, we have not been required to increase the loan loss allocations significantly, thus reducing our loan loss provision." For the three months ended March 31, 2004, Lakeland Financial's average equity to average assets ratio was 7.21% compared to 7.06% for the fourth quarter of 2003 and 7.07% for the first quarter of 2003. Average stockholders' equity for the quarter ended March 31, 2004 was $92.4 million versus $89.0 million for the fourth quarter of 2003 and $85.6 million for the comparable period in 2003. Average total deposits for the quarter ended March 31, 2004 were $968.7 million compared to $993.3 million for the fourth quarter of 2003 and $934.1 million for the same period in 2003. Lakeland Financial Corporation is a $1.3 billion bank holding company headquartered in Warsaw, Indiana. Lake City Bank serves Northern Indiana with 43 branches located in the following Indiana counties: Kosciusko, Elkhart, Allen, St. Joseph, DeKalb, Fulton, Huntington, LaGrange, Marshall, Noble, Pulaski and Whitley. Lakeland Financial Corporation may be accessed on its home page at www.lakecitybank.com. The Company's common stock is traded on the Nasdaq Stock Market under "LKFN". Marketmakers in Lakeland Financial Corporation common shares include FTN Financial Securities Corp., Goldman, Sachs & Co., Hill, Thompson, Magid & Co., Howe Barnes Investments, Inc., Keefe, Bruyette & Woods, Inc., Knight Equity Securities, L.P., Merrill Lynch & Co., Morgan Stanley & Co., Inc., Sandler O'Neill & Partners, Schwab Capital Markets, Stifel Nicolaus & Company, Inc., Susquehanna Capital Group and Trident Securities. This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) the economic impact of past and any future terrorist attacks, acts of war or threats thereof and the response of the United States to any such attacks and threats; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company's general business; (iv) changes in interest rates and prepayment rates of the Company's assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission.LAKELAND FINANCIAL CORPORATION FIRST QUARTER 2004 FINANCIAL HIGHLIGHTS (Unaudited - Dollars in thousands except Share and Per Share Data) Three Months Ended -------------------------------------------------------- Mar. 31, Dec. 31, Mar. 31, 2004 2003 2003 -------------- ------------- --------------- END OF PERIOD BALANCES Assets $ 1,285,929 $ 1,271,414 $ 1,222,883 Deposits 1,006,811 926,391 961,494 Loans 884,499 870,882 826,865 Allowance for Loan Losses 10,477 10,234 9,742 Common Stockholders' Equity 94,191 90,022 86,067 AVERAGE BALANCES Assets Total Assets $ 1,281,413 $ 1,260,792 $ 1,212,142 Earning Assets 1,176,928 1,153,994 1,113,508 Investments 282,053 271,815 275,204 Loans 883,692 860,265 829,647 Liabilities and Stockholders' Equity Total Deposits 968,724 993,267 934,078 Interest Bearing Deposits 781,823 805,586 776,931 Interest Bearing Liabilities 993,786 975,773 956,165 Common Stockholders' Equity 92,444 88,973 85,590 INCOME STATEMENT DATA Net Interest Income $ 10,208 $ 10,500 $ 10,551 Net Interest Income-Fully Tax Equivalent 10,534 10,836 10,787 Provision for Loan Losses 252 490 667 Noninterest Income 4,160 4,621 4,386 Noninterest Expense 8,908 10,345 8,971 Net Income 3,502 3,010 3,515 PER SHARE DATA Basic Net Income Per Common Share $ 0.60 $ 0.52 $ 0.60 Diluted Net Income Per Common Share 0.58 0.50 0.59 Cash Dividends Per Common Share 0.21 0.19 0.19 Book Value Per Common Share (equity per share issued) 16.10 15.43 14.80 Market Value - High 38.05 37.47 25.75 Market Value - Low 31.41 33.51 23.21 Basic Weighted Average Common Shares Outstanding 5,842,946 5,829,072 5,813,984 Diluted Weighted Average Common Shares Outstanding 6,052,537 6,046,778 5,957,134 KEY RATIOS Return on Average Assets 1.10 % 0.95 % 1.18 % Return on Average Common Stockholders' Equity 15.24 13.42 16.65 Efficiency (Noninterest Expense / Net Interest Income plus Noninterest Income) 61.98 68.41 60.04 Average Equity to Average Assets 7.21 7.06 7.07 Net Interest Margin 3.60 3.73 3.93 Net Charge Offs to Average Loans 0.00 0.15 0.23 Loan Loss Reserve to Loans 1.18 1.18 1.18 Nonperforming Assets to Loans 0.51 0.50 1.06 Tier 1 Leverage 9.23 9.15 8.12 Tier 1 Risk-Based Capital 11.95 11.78 10.54 Total Capital 13.02 12.83 11.59 ASSET QUALITY Loans Past Due 90 Days or More $ 3,211 $ 3,191 $ 3,386 Non-accrual Loans 997 553 5,208 Net Charge Offs 9 320 458 Other Real Estate Owned 277 557 109 Other Nonperforming Assets 39 27 62 Total Nonperforming Assets 4,524 4,328 8,765
LAKELAND FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS As of March 31, 2004 and December 31, 2003 (in thousands) March 31, December 31, 2004 2003 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents: Cash and due from banks $ 50,651 $ 52,297 Short-term investments 6,823 5,144 ------------ ------------ Total cash and cash equivalents 57,474 57,441 Securities available-for-sale: U. S. Treasury and government agency securities 19,641 17,280 Mortgage-backed securities 211,988 211,142 State and municipal securities 53,322 52,945 ------------ ----------- Total securities available-for-sale 284,951 281,367 Real estate mortgages held-for-sale 3,513 3,431 Loans: Total loans 884,499 870,882 Less: Allowance for loan losses 10,477 10,234 ------------ ------------ Net loans 874,022 860,648 Land, premises and equipment, net 25,976 26,157 Accrued income receivable 5,173 5,010 Goodwill 4,970 4,970 Other intangible assets 1,406 1,460 Other assets 28,444 30,930 ------------ ------------ Total assets $ 1,285,929 $ 1,271,414 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Noninterest bearing deposits $ 197,977 $ 185,734 Interest bearing deposits 808,834 740,657 ------------ ------------ Total deposits 1,006,811 926,391 Short-term borrowings: Federal funds purchased 16,000 24,000 Securities sold under agreements to repurchase 86,511 102,601 U.S. Treasury demand notes 2,303 3,160 Other borrowings 10,000 55,000 ------------ ------------ Total short-term borrowings 114,814 184,761 Accrued expenses payable 7,626 7,804 Other liabilities 1,513 1,461 Long-term borrowings 30,046 30,047 Subordinated debentures 30,928 30,928 ------------ ------------ Total liabilities 1,191,738 1,181,392 STOCKHOLDERS' EQUITY Common stock: No par value, 90,000,000 shares authorized, 5,849,494 shares issued and 5,817,474 outstanding as of March 31 2004, and 5,834,744 shares issued and 5,787,463 outstanding at December 31, 2003 1,453 1,453 Additional paid-in capital 10,700 10,509 Retained earnings 82,534 80,260 Accumulated other comprehensive income/(loss) 169 (1,282) Treasury stock, at cost (665) (918) ------------ ------------ Total stockholders' equity 94,191 90,022 ------------ ------------ Total liabilities and stockholders' equity $ 1,285,929 $ 1,271,414 ============ ============
LAKELAND FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended March 31, 2004 and 2003 (in thousands except for share data) (Unaudited) Three Months Ended March 31, --------------------------- 2004 2003 ------------ ------------ INTEREST AND DIVIDEND INCOME - ---------------------------- Interest and fees on loans: Taxable $ 11,316 $ 11,833 Tax exempt 68 63 ------------ ------------ Total loan income 11,384 11,896 Short-term investments 28 27 Securities: U.S. Treasury and government agency securities 157 170 Mortgage-backed securities 2,022 2,932 State and municipal securities 584 428 ------------ ------------ Total interest and dividend income 14,175 15,453 INTEREST EXPENSE - ---------------- Interest on deposits 3,031 3,786 Interest on short-term borrowings 346 340 Interest on long-term borrowings 590 776 ------------ ------------ Total interest expense 3,967 4,902 ------------ ------------ NET INTEREST INCOME 10,208 10,551 - ------------------- Provision for loan losses 252 667 ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 9,956 9,884 - ------------------------- ------------ ------------ NONINTEREST INCOME - ------------------ Trust and brokerage fees 739 610 Service charges on deposit accounts 1,657 1,664 Credit card fee income 500 360 Other income (net) 944 673 Net gains on sale of real estate mortgages held for sale 320 1,079 ------------ ------------ Total noninterest income 4,160 4,386 NONINTEREST EXPENSE - ------------------- Salaries and employee benefits 4,925 4,705 Occupancy and equipment expense 1,017 1,362 Data processing expense 595 583 Credit card interchange 290 196 Other expense 2,081 2,125 ------------ ------------ Total noninterest expense 8,908 8,971 INCOME BEFORE INCOME TAX EXPENSE 5,208 5,299 - -------------------------------- Income tax expense 1,706 1,784 ------------ ------------ NET INCOME $ 3,502 $ 3,515 - ---------- ============ ============ BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,842,946 5,813,984 BASIC EARNINGS PER COMMON SHARE $ 0.60 $ 0.60 - ------------------------------- ============ ============ DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,052,537 5,957,134 DILUTED EARNINGS PER COMMON SHARE $ 0.58 $ 0.59 - --------------------------------- ============ ============