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 July 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 July 15, 2004 Item 12. Results of Operations and Financial Condition On July 15, 2004, Lakeland Financial Corporation issued a press release announcing its earnings for the six-months and three-months ended June 30, 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: July 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 EXPERIENCES STRONG LOAN GROWTH Second Quarter Performance and Cash Dividend Announced Warsaw, Indiana (July 15, 2004) - Lakeland Financial Corporation (Nasdaq/LKFN), parent company of Lake City Bank, today reported net income of $3.3 million for the second quarter of 2004. Diluted net income per share for the quarter was $0.55. Net income for the six months ended June 30, 2004 was $6.8 million, or diluted net income per share of $1.13. Michael L. Kubacki, Chairman, President and Chief Executive Officer, commented, "With loan growth of $45 million during the quarter, we experienced the highest quarterly loan increase in the Bank's history. Since year-end 2003, loan growth of $59 million has resulted in a 7% increase in loans. With this outstanding performance, we are in a great position to take advantage of a more favorable interest rate environment that is expected to exist in the second half of the year. Our market penetration in commercial lending improved in every market we serve during the first half of 2004 as a result of great business development efforts by our retail and commercial teams." The Company also announced that the Board of Directors approved a cash dividend for the second quarter of $0.21 per share, payable on July 26, 2004 to shareholders of record on July 10, 2004. The quarterly dividend represents an 11% increase over the quarterly dividend of $0.19 paid in 2003. The net income performance in the quarter compares to $3.7 million, or $0.63 per diluted share, in the same period of 2003 and $3.5 million, or $0.58 per diluted share in the first quarter of 2004. Net income for the six months ended June 30, 2004 compares to $7.3 million, or $1.22 per diluted share, for the same period of 2003. Kubacki continued, "The extended period of historically low interest rates has significantly impacted our profitability, as demonstrated by the performance of the net interest margin and the mortgage business during the first half of 2004. Our net interest margin was 3.56% for the first six months of 2004 versus 3.92% in the same period of 2003. This erosion in margin reduced the positive impact of the record loan growth in the quarter and led to relatively flat net interest income for the quarter versus the same period of 2003. We expect to see an improvement in the net interest margin during the third quarter as a result of the recent interest rate increase." Noninterest income excluding mortgage sales gains increased by 11% versus the comparable period in 2003. Leading the improvement were trust and brokerage fees, which increased 38%, or $215,000. Other income increased by 14%, or $136,000, and credit card fees increased 25%, or $115,000. Total noninterest income decreased by $793,000 in the second quarter, driven by a $1.2 million reduction in mortgage sales gains versus the comparable period in 2003. Kubacki observed, "Overall, fee based revenue improvement has been good during 2004. We have made progress in continuing to build our portfolio of fee-based services, with the exception of our mortgage business, which has slowed considerably in 2004." The Company did not have any gain on sale of mortgages in the quarter as a result of the timing of mortgage rate increases. In addition, the value of the Company's mortgage servicing rights portfolio increased by $230,000 during the second quarter, but only by $71,000 year to date. The combination of mortgage sales gains and mortgage servicing rights valuation resulted in a decrease of $1.7 million in revenue from $2.1 million in the first six months of 2003 to $364,000 in the same period in 2004. "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 and year to date versus the comparable periods in 2003," added Kubacki. Total loans as of June 30, 2004 were $929.6 million versus $884.5 million as of March 31, 2004 and $839.4 million as of June 30, 2003. Average loans during the second quarter of 2004 were $924.8 million compared to $883.7 million in the first quarter of 2004, an increase of 5%. Lakeland Financial's allowance for loan losses as of June 30, 2004 was $10.6 million, compared to $10.5 million as of March 31, 2004 and $9.8 million as of June 30, 2003. Non-performing assets totaled $4.7 million as of June 30, 2004 versus $4.5 million as of March 31, 2004 and $8.2 million on June 30, 2003. The ratio of non-performing assets to loans was 0.51% at both June 30, 2004 and March 31, 2004 compared to 0.98% at June 30, 2003. Net charge offs totaled $80,000 in the second quarter versus $9,000 during the first quarter of 2004 and $673,000 in the second quarter of 2003. For the quarter ended June 30, 2004, net charge offs were 0.04% of average loans compared to 0.32% in the same period in 2003. Kubacki commented, "As evidenced by net charge offs of less than $100,000 in the first half of 2004 and total nonperforming assets holding steady at very low levels, we believe that the overall quality of our loan portfolio is exceptional. We continue to maintain a disciplined approach to our loan administration and will not become complacent as a result of the continued asset quality performance." For the three months ended June 30, 2004, Lakeland Financial's average equity to average assets ratio was 7.10% compared to 7.21% for the first quarter of 2004 and 7.07% for the second quarter of 2003. Average stockholders' equity for the quarter ended June 30, 2004 was $93.8 million versus $92.4 million for the first quarter of 2004 and $87.6 million for the comparable period in 2003. Average total deposits for the quarter ended June 30, 2004 were $1.0 billion compared to $968.7 million for the first quarter of 2004 and $968.1 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 SECOND QUARTER 2004 FINANCIAL HIGHLIGHTS (Unaudited - Dollars in thousands except Share and Per Share Data) Three Months Ended Six Months Ended ------------------------------------------ ------------------------- Jun. 30, Mar. 31, Jun. 30, Jun. 30, Jun. 30, 2004 2004 2003 2004 2003 ----------- ---------- ------------ ----------- ----------- END OF PERIOD BALANCES Assets $ 1,338,100 $ 1,285,929 $ 1,240,834 $ 1,338,100 $ 1,240,834 Deposits 1,022,335 1,006,811 966,244 1,022,335 966,244 Loans 929,565 884,499 839,355 929,565 839,355 Allowance for Loan Losses 10,643 10,477 9,786 10,643 9,786 Common Stockholders' Equity 92,930 94,191 87,543 92,930 87,543 AVERAGE BALANCES Assets Total Assets $ 1,323,015 $ 1,281,413 $ 1,237,555 $ 1,302,961 $ 1,224,931 Earning Assets 1,212,945 1,176,928 1,136,951 1,194,936 1,125,294 Investments 280,159 282,053 269,945 281,106 272,560 Loans 924,817 883,692 846,479 904,254 838,109 Liabilities and Stockholders' Equity Total Deposits 1,016,951 968,724 968,082 992,837 951,174 Interest Bearing Deposits 808,726 781,823 796,956 795,274 786,999 Interest Bearing Liabilities 1,013,015 993,786 968,790 1,004,122 962,512 Common Stockholders' Equity 93,808 92,444 87,570 93,126 86,680 INCOME STATEMENT DATA Net Interest Income $ 10,278 $ 10,208 $ 10,743 $ 20,486 $ 21,294 Net Interest Income-Fully Tax Equivalent 10,609 10,534 11,010 21,144 21,492 Provision for Loan Losses 246 252 717 498 1,384 Noninterest Income 4,146 4,160 4,939 8,306 9,325 Noninterest Expense 9,195 8,908 9,267 18,103 18,238 Net Income 3,344 3,502 3,749 6,846 7,264 PER SHARE DATA Basic Net Income Per Common Share $ 0.57 $ 0.60 $ 0.65 $ 1.17 $ 1.25 Diluted Net Income Per Common Share 0.55 0.58 0.63 1.13 1.22 Cash Dividends Per Common Share 0.21 0.21 0.19 0.42 0.38 Book Value Per Common Share (equity per share issued) 15.82 16.10 15.05 15.82 15.05 Market Value - High 34.49 38.05 31.22 38.05 31.22 Market Value - Low 28.31 31.41 24.40 28.31 23.00 Basic Weighted Average Common Shares Outstanding 5,859,474 5,842,946 5,819,448 5,851,210 5,815,386 Diluted Weighted Average Common Shares Outstanding 6,048,256 6,052,537 5,977,598 6,050,297 5,960,399 KEY RATIOS Return on Average Assets 1.02 % 1.10 % 1.22 % 1.06 % 1.20 % Return on Average Common Stockholders' Equity 14.34 15.24 17.21 14.78 16.94 Efficiency (Noninterest Expense / Net Interest Income plus Noninterest Income) 65.19 61.98 59.08 62.88 59.55 Average Equity to Average Assets 7.10 7.21 7.07 7.16 7.07 Net Interest Margin 3.52 3.60 3.89 3.56 3.92 Net Charge Offs to Average Loans 0.04 0.00 0.32 0.02 0.27 Loan Loss Reserve to Loans 1.14 1.18 1.18 1.14 1.18 Nonperforming Assets to Loans 0.51 0.51 0.98 0.51 0.98 Tier 1 Leverage 9.14 9.23 8.18 9.14 8.18 Tier 1 Risk-Based Capital 11.60 11.95 10.61 11.60 10.61 Total Capital 12.63 13.02 11.65 12.63 11.65 ASSET QUALITY Loans Past Due 90 Days or More $ 2,855 $ 3,211 $ 3,085 $ 2,855 $ 3,085 Non-accrual Loans 1,575 997 3,548 1,575 3.548 Net Charge Offs 80 9 673 89 1,131 Other Real Estate Owned 277 277 1,530 277 1,530 Other Nonperforming Assets 30 39 26 30 26 Total Nonperforming Assets 4,737 4,524 8,189 4,737 8,189
LAKELAND FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS As of June 30, 2004 and December 31, 2003 (in thousands) June 30, December 31, 2004 2003 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents: Cash and due from banks $ 60,849 $ 52,297 Short-term investments 6,095 5,144 ------------ ------------ Total cash and cash equivalents 66,944 57,441 Securities available-for-sale: U. S. Treasury and government agency securities 21,443 17,280 Mortgage-backed securities 204,681 211,142 State and municipal securities 51,763 52,945 ------------ ----------- Total securities available-for-sale 277,887 281,367 Real estate mortgages held-for-sale 5,866 3,431 Loans: Total loans 929,565 870,882 Less: Allowance for loan losses 10,643 10,234 ------------ ------------ Net loans 918,922 860,648 Land, premises and equipment, net 25,790 26,157 Accrued income receivable 4,977 5,010 Goodwill 4,970 4,970 Other intangible assets 1,353 1,460 Other assets 31,391 30,930 ------------ ------------ Total assets $ 1,338,100 $ 1,271,414 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Noninterest bearing deposits $ 210,437 $ 185,734 Interest bearing deposits 811,898 740,657 ------------ ------------ Total deposits 1,022,335 926,391 Short-term borrowings: Federal funds purchased 12,000 24,000 Securities sold under agreements to repurchase 90,007 102,601 U.S. Treasury demand notes 1,662 3,160 Other borrowings 70,000 55,000 ------------ ------------ Total short-term borrowings 173,669 184,761 Accrued expenses payable 6,674 7,804 Other liabilities 1,518 1,461 Long-term borrowings 10,046 30,047 Subordinated debentures 30,928 30,928 ------------ ------------ Total liabilities 1,245,170 1,181,392 STOCKHOLDERS' EQUITY Common stock: No par value, 90,000,000 shares authorized, 5,873,244 shares issued and 5,841,021 outstanding as of June 30, 2004, and 5,834,744 shares issued and 5,788,263 outstanding at December 31, 2003 1,453 1,453 Additional paid-in capital 11,304 10,509 Retained earnings 84,647 80,260 Accumulated other comprehensive income/(loss) (3,803) (1,282) Treasury stock, at cost (671) (918) ------------ ------------ Total stockholders' equity 92,930 90,022 ------------ ------------ Total liabilities and stockholders' equity $ 1,338,100 $ 1,271,414 ============ ============
LAKELAND FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the Three Months and Six Months Ended June 30, 2004 and 2003 (in thousands except for share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ INTEREST AND DIVIDEND INCOME - ---------------------------- Interest and fees on loans: Taxable $ 11,587 $ 12,077 $ 22,903 $ 23,910 Tax exempt 71 66 139 129 ------------ ------------ ------------ ------------ Total loan income 11,658 12,143 23,042 24,039 Short-term investments 21 58 49 85 Securities: U.S. Treasury and government agency securities 186 145 343 315 Mortgage-backed securities 1,682 2,694 3,704 5,626 State and municipal securities 588 497 1,172 925 ------------ ------------ ------------ ------------ Total interest and dividend income 14,135 15,537 28,310 30,990 INTEREST EXPENSE - ---------------- Interest on deposits 3,101 3,702 6,132 7,488 Interest on short-term borrowings 352 313 698 653 Interest on long-term debt 404 779 994 1,555 ------------ ------------ ------------ ------------ Total interest expense 3,857 4,794 7,824 9,696 ------------ ------------ ------------ ------------ NET INTEREST INCOME 10,278 10,743 20,486 21,294 - ------------------- Provision for loan losses 246 717 498 1,384 ------------ ------------ ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,032 10,026 19,988 19,910 - ------------------------- ------------ ------------ ------------ ------------ NONINTEREST INCOME - ------------------ Trust and brokerage fees 780 565 1,519 1,175 Service charges on deposit accounts 1,697 1,736 3,354 3,400 Credit card fee income 581 466 1,081 826 Other income (net) 1,115 979 2,059 1,652 Net gains/losses on sale of real estate mortgages held for sale (27) 1,193 293 2,272 ------------ ------------ ------------ ------------ Total noninterest income 4,146 4,939 8,306 9,325 NONINTEREST EXPENSE - ------------------- Salaries and employee benefits 4,859 5,008 9,784 9,713 Occupancy and equipment expense 1,114 1,218 2,131 2,580 Data processing expense 650 690 1,245 1,273 Credit card interchange 343 247 633 443 Other expense 2,229 2,104 4,310 4,229 ------------ ------------ ------------ ------------ Total noninterest expense 9,195 9,267 18,103 18,238 INCOME BEFORE INCOME TAX EXPENSE 4,983 5,698 10,191 10,997 - -------------------------------- Income tax expense 1,639 1,949 3,345 3,733 ------------ ------------ ------------ ------------ NET INCOME $ 3,344 $ 3,749 $ 6,846 $ 7,264 - ---------- ============ ============ ============ ============ BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,859,474 5,819,448 5,851,210 5,815,386 BASIC EARNINGS PER COMMON SHARE $ 0.57 $ 0.65 $ 1.17 $ 1.25 - ------------------------------- ============ ============ ============ ============ DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,048,256 5,977,598 6,050,297 5,960,399 DILUTED EARNINGS PER COMMON SHARE $ 0.55 $ 0.63 $ 1.13 $ 1.22 - --------------------------------- ============ ============ ============ ============