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 (Date of earliest event reported) April 25, 2008


Lakeland Financial Corporation

(Exact name of Registrant as specified in its charter)



Indiana

0-11487

35-1559596

(State or other jurisdiction

(Commission File Number)

(IRS Employer

Of incorporation)

 

Identification No.)


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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 


Item 2.02. Results of Operations and Financial Condition

On April 25, 2008, Lakeland Financial Corporation issued a press release announcing its earnings for the three-months ended March 31, 2008. The news release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)

Exhibits

99.1 Press Release dated April 25, 2008

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 25, 2008

By: /s/David M. Findlay

David M. Findlay

Chief Financial Officer

 

 

Exhibit 99.1


 

FOR IMMEDIATE RELEASE

Contact:

David M. Findlay

 

Executive Vice President-

 

Administration and

 

Chief Financial Officer

 

(574) 267-9197

 

LAKE CITY BANK REPORTS RECORD

FIRST QUARTER INCOME

Dividend Increase of 11% Announced

Warsaw, Indiana (April 25, 2008) – Lakeland Financial Corporation (Nasdaq Global Select/LKFN), parent company of Lake City Bank, today reported record net income of $5.2 million for the first quarter of 2008. Net income increased 10% over the $4.8 million reported in the comparable quarter of 2007. On a linked quarter basis, net income increased 9% versus the fourth quarter of 2007. Diluted net income per share for the quarter was $0.42 versus $0.38 for the comparable period of 2007 and $0.40 for the fourth quarter of 2007.

 

“Highlighted by the single largest quarterly loan growth in our history, the Bank’s overall performance reflects strong results in a challenging banking environment. With record first quarter income, our performance demonstrates that we’ve been able to manage through a somewhat weaker regional economy. We’ve done this by leading with lending relationships and expanding fee-based revenue opportunities with a growing customer base,” commented Michael L. Kubacki, Chairman, President and Chief Executive Officer.

 

“The customer-first reputation that we’ve worked hard to earn in Indiana continues to lead to new and expanded relationship opportunities. As a result, we’re able to generate overall loan and revenue growth from within our existing footprint,” added Kubacki.

 

Kubacki continued, “Average loans increased by $101 million during the quarter, which far exceeds our previous record loan growth in a single quarter. We continue to benefit from our commitment to commercial banking with diversified growth occurring in every geographic market in which we operate. Our traditional commercial banking client base has continued to provide excellent growth opportunities for relationship-based lending opportunities. It’s notable that loan growth during the quarter came primarily from the agribusiness and commercial and industrial lending sectors, which reinforces our emphasis on these traditional lending segments.”

 

Contributing to earnings was a pre-tax benefit of $642,000, or $382,000 after tax, realized from the recent initial public offering of Visa, Inc. common shares. Excluding the effect of the Visa transaction, net income for the quarter would have been $4.9 million, an increase of 2% over the comparable quarter of 2007. Diluted net income per share would have been $0.39, an increase of 3% over the comparable quarter of 2007. This adjusted first quarter performance would have also represented record performance for the quarter.

 

1

The Company also announced that the Board of Directors approved a cash dividend for the first quarter of $0.155 per share, payable on May 5, 2008 to shareholders of record as of April 25, 2008. The quarterly dividend represents an 11% increase over the quarterly dividends paid in 2007.

 

The Company’s net interest margin was relatively stable at 3.12% in the first quarter versus 3.14% in the fourth quarter of 2007 and 3.25% for the first quarter of 2007. Despite a continued shift in funding mix and the Federal Reserve Bank’s recent interest rate cuts, the margin declined only nominally on a linked quarter basis. As a result of growth in earning assets, the Company’s net interest income increased by 11% to $14.5 million in the first quarter of 2008 versus $13.1 million in the first quarter of 2007. On a linked quarter basis, net interest income increased by 3% versus the fourth quarter of 2007. The Company’s provision for loan losses increased by $512,000, or 80%, to $1.2 million for the first quarter of 2008 versus $641,000 in the same period of 2007, principally as a result of loan growth and overall economic conditions in the Company’s markets.

 

The Company's non-interest income was $5.8 million for the first quarter of 2008, an increase of 25% compared to $4.6 million for the same period in 2007. Excluding the effect of the Visa transaction, noninterest income would have been $5.1 million, an 11% increase over the same period in 2007. The increase was driven by increases in every client-driven revenue category. The largest increases came from service charges on deposit accounts, which increased by 8% and wealth advisory fees and investment brokerage fees, both of which increased by 17%.

 

The Company's non-interest expense was $11.4 million for the first quarter of 2008 compared to $10.3 million for the same period in 2007, an increase of 11%. This increase was driven primarily by increased payroll and benefit expense and general increases in operating and regulatory expenses. Employee payroll and benefit costs increased by $398,000 as a result of a combination of normal merit increases, increases in health insurance expense and performance-based incentive expense, the addition of revenue-producing staff in the commercial lending department and new office staff costs. In addition, advertising expenses were $171,000 higher in the first quarter of 2008 versus the same period in 2007 as a result of the rollout of a significant new deposit product. Further, regulatory expenses increased by $130,000 versus the comparable period in 2007 due to the Company’s resumption of regular FDIC insurance premiums as prior credits expired early in 2008. Data processing fees and supplies increased by $139,000 primarily as a result of the implementation of a new corporate cash management platform and contractual increases in existing operating services. Finally, the Company incurred $105,000 of expense related to the impairment of other real estate owned. The Company's efficiency ratio improved to 56.1% compared to 58.0% for the same period a year ago.

 

Average total loans for the first quarter of 2008 were $1.56 billion versus $1.35 billion for the first quarter of 2007 and $1.46 billion for the linked fourth quarter of 2007. The year-over-year increase for the first quarter represented an increase of 16%, or $211 million. On a linked quarter basis, average loans increased by $101 million versus the fourth quarter of 2007. Total gross loans as of March 31, 2008 were $1.60 billion compared to $1.38 billion as of March 31, 2007 and $1.52 billion as of December 31, 2007.

 

Net charge offs totaled $196,000 in the first quarter of 2008, versus $327,000 during the fourth quarter of 2007, and $346,000 during the first quarter of 2007. Lakeland Financial’s allowance for loan losses as of March 31, 2008 was $16.8 million, compared to $15.8 million as of December 31, 2007 and $14.8 million as of March 31, 2007.

 

Nonperforming assets totaled $9.6 million as of March 31, 2008 compared to $9.9 million as of December 31, 2007 and $13.9 million on March 31, 2007. The ratio of nonperforming assets to assets improved to 0.43% on March 31, 2008 compared to 0.50% at December 31, 2007 and 0.76% at March 31, 2007. The allowance for loan losses represented 228% of nonperforming loans as of March 31, 2008 versus 212% at December 31, 2007 and 107% at March 31, 2007.

 

For the three months ended March 31, 2008, Lakeland Financial’s average equity to average assets ratio was 7.38% compared to 7.47% for the fourth quarter of 2007 and 7.45% for the first quarter of 2007. Average stockholders' equity for the quarter ended March 31, 2008 was $149.5 million versus $143.9 million for the fourth quarter of 2007 and $131.9 million for the first quarter of 2007. Average total deposits for the

 

2

quarter ended March 31, 2008 were $1.51 billion versus $1.52 billion for the fourth quarter of 2007 and $1.45 billion for the first quarter of 2007.

 

Lakeland Financial Corporation is a $2.2 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. The Company also has a Loan Production Office in Indianapolis, Indiana.

 

Lakeland Financial Corporation may be accessed on its home page at www.lakecitybank.com. The Company’s common stock is traded on the Nasdaq Global Select Market under “LKFN”. Market makers in Lakeland Financial Corporation common shares include Automated Trading Desk Financial Services, LLC, B-Trade Services, LLC, Citadel Derivatives Group, LLC, Citigroup Global Markets Holdings, Inc., Domestic Securities, Inc., E*TRADE Capital Markets LLC, FTN Financial Securities Corp., FTN Midwest Securities Corp., Goldman Sachs & Company, Howe Barnes Hoefer & Arnett, Inc., Keefe, Bruyette & Woods, Inc., Knight Equity Markets, L.P., Lehman Brothers Inc., Morgan Stanley & Co., Inc., Stifel Nicolaus & Company, Inc., Susquehanna Capital Group and UBS Securities LLC.

 

In addition to the results presented in accordance with generally accepted accounting principles in the United States of America, this press release contains certain non-GAAP financial measures. Lakeland Financial believes that providing non-GAAP financial measures provides investors with information useful to understanding Lakeland Financial’s financial performance. Additionally, these non-GAAP measures are used by management for planning and forecasting purposes, including measures based on “tangible equity” which is “common stockholders’ equity” excluding intangible assets, net of deferred tax. A reconciliation of these non-GAAP measures to the most comparable GAAP equivalent is included in the attached financial tables where the non-GAAP measure is presented.

Visa Initial Public Offering Adjustments

Lake City Bank, as a member bank of Visa U.S.A. Inc., holds shares of restricted common stock in Visa. In connection with Visa's initial public offering in March 2008, a portion of our Visa shares were redeemed pursuant to a mandatory redemption. The after-tax benefit to the current quarter net income from these Visa adjustments totaled $382,000, or $0.03 per diluted common share. This adjustment represents the net impact of the gain from the proceeds of the sale of these shares and the Company’s portion of the settlement expenses related to litigation involving Visa, which Lake City Bank was subject to as a member bank. Lake City Bank’s remaining shares of Visa stock are recorded at their original cost basis of zero. These shares have restrictions as to their sale or transfer and the ultimate realization of their value is subject to future adjustments based on the resolution of outstanding indemnified litigation.

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. Additional information concerning the Company and its business, including factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on form 10-K.

 

3

LAKELAND FINANCIAL CORPORATION

FIRST QUARTER 2008 FINANCIAL HIGHLIGHTS

(Unaudited – Dollars in thousands except share and Per Share Data)

 

 

 

Three Months Ended

 

 

Mar. 31,

 

Dec. 31,

 

Mar. 31,

 

 

2008

 

2007

 

2007

 

END OF PERIOD BALANCES

 

 

 

 

 

 

Assets

$ 2,204,995

 

$ 1,989,133

 

$ 1,818,260

 

Deposits

1,576,598

 

1,478,918

 

1,498,002

 

Loans

1,602,416

 

1,523,720

 

1,377,926

 

Allowance for Loan Losses

16,758

 

15,801

 

14,758

 

Common Stockholders’ Equity

151,046

 

146,270

 

134,944

 

Tangible Equity

146,492

 

141,619

 

130,003

 

AVERAGE BALANCES

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Total Assets

$ 2,026,664

 

$ 1,927,172

 

$ 1,771,551

 

Earning Assets

1,911,079

 

1,811,630

 

1,664,938

 

Investments

333,699

 

325,226

 

295,706

 

Loans

1,564,552

 

1,463,085

 

1,353,378

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Total Deposits

1,514,784

 

1,520,201

 

1,454,083

 

Interest Bearing Deposits

1,296,949

 

1,287,356

 

1,237,542

 

Interest Bearing Liabilities

1,642,609

 

1,532,760

 

1,408,401

 

Common Stockholders’ Equity

149,533

 

143,948

 

131,907

 

INCOME STATEMENT DATA

 

 

 

 

 

 

Net Interest Income

$ 14,506

 

$ 14,058

 

$ 13,098

 

Net Interest Income-Fully Tax Equivalent

14,791

 

14,340

 

13,349

 

Provision for Loan Losses

1,153

 

1,054

 

641

 

Noninterest Income

5,769

 

5,201

 

4,603

 

Noninterest Expense

11,382

 

11,369

 

10,270

 

Net Income

5,241

 

4,824

 

4,758

 

PER SHARE DATA

 

 

 

 

 

 

Basic Net Income Per Common Share

$ 0.43

 

$ 0.40

 

$ 0.39

 

Diluted Net Income Per Common Share

0.42

 

0.40

 

0.38

 

Cash Dividends Declared Per Common Share

0.14

 

0.14

 

0.125

 

Book Value Per Common Share (equity per share issued)

12.35

 

11.98

 

11.07

 

Market Value – High

23.97

 

25.00

 

25.92

 

Market Value – Low

16.87

 

18.25

 

21.85

 

Basic Weighted Average Common Shares Outstanding

12,215,561

 

12,206,210

 

12,159,768

 

Diluted Weighted Average Common Shares Outstanding

12,424,643

 

12,420,827

 

12,419,975

 

KEY RATIOS

 

 

 

 

 

 

Return on Average Assets

1.04

%

0.99

%

1.09

%

Return on Average Common Stockholders’ Equity

14.10

 

13.30

 

14.63

 

Efficiency (Noninterest Expense / Net Interest Income

 

 

 

 

 

 

plus Noninterest Income)

56.14

 

59.03

 

58.02

 

Average Equity to Average Assets

7.38

 

7.47

 

7.45

 

Net Interest Margin

3.12

 

3.14

 

3.25

 

Net Charge Offs to Average Loans

0.05

 

0.09

 

0.10

 

Loan Loss Reserve to Loans

1.05

 

1.04

 

1.07

 

Nonperforming Loans to Loans

0.46

 

0.49

 

1.00

 

Nonperforming Assets to Assets

0.43

 

0.50

 

0.76

 

Tier 1 Leverage

8.68

 

8.93

 

9.07

 

Tier 1 Risk-Based Capital

10.01

 

10.54

 

10.97

 

Total Capital

10.96

 

11.51

 

11.98

 

Tangible Capital

6.66

 

7.14

 

7.17

 

ASSET QUALITY

 

 

 

 

 

 

Loans Past Due 90 Days or More

$ 508

 

$ 409

 

$ 334

 

Non-accrual Loans

6,852

 

7,039

 

13,438

 

Nonperforming Loans

7,360

 

7,448

 

13,772

 

Other Real Estate Owned

2,167

 

2,387

 

71

 

Other Nonperforming Assets

30

 

24

 

35

 

Total Nonperforming Assets

9,557

 

9,859

 

13,878

 

Impaired Loans

6,591

 

6,748

 

13,226

 

Net Charge Offs/(Recoveries)

196

 

327

 

346

 

 

 

 

5

 

LAKELAND FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

As of March 31, 2008 and December 31, 2007

(in thousands, except per share data)

 

 

 

March 31,

 

December 31,

 

2008

 

2007

 

(Unaudited)

 

 

ASSETS

 

 

 

Cash and due from banks

$           170,651 

 

$             56,278 

Short-term investments

8,448 

 

11,413 

Total cash and cash equivalents

179,099 

 

67,691 

 

 

 

 

Securities available for sale (carried at fair value)

340,602 

 

327,757 

Real estate mortgage loans held for sale

974 

 

537 

 

 

 

 

Loans, net of allowance for loan losses of $16,758 and $15,801

1,585,658 

 

1,507,919 

 

 

 

 

Land, premises and equipment, net

27,314 

 

27,525 

Bank owned life insurance

33,166 

 

21,543 

Accrued income receivable

8,750 

 

9,126 

Goodwill

4,970 

 

4,970 

Other intangible assets

568 

 

619 

Other assets

23,894 

 

21,446 

Total assets

$        2,204,995 

 

$        1,989,133 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

LIABILITIES

 

 

 

Noninterest bearing deposits

$           342,432 

 

$           255,348 

Interest bearing deposits

1,234,166 

 

1,223,570 

Total deposits

1,576,598 

 

1,478,918 

 

 

 

 

Short-term borrowings

 

 

 

Federal funds purchased

99,500 

 

70,010 

Securities sold under agreements to repurchase

164,348 

 

154,913 

U.S. Treasury demand notes

1,317 

 

1,242 

Other short-term borrowings

163,700 

 

90,000 

Total short-term borrowings

428,865 

 

316,165 

 

 

 

 

Accrued expenses payable

16,276 

 

15,497 

Other liabilities

1,239 

 

1,311 

Long-term borrowings

43 

 

44 

Subordinated debentures

30,928 

 

30,928 

Total liabilities

2,053,949 

 

1,842,863 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

Common stock: 180,000,000 shares authorized, no par value

 

 

 

12,230,973 shares issued and 12,130,676 outstanding as of March 31, 2008

 

 

 

12,207,723 shares issued and 12,111,703 outstanding as of December 31, 2007

1,453 

 

1,453 

Additional paid-in capital

18,557 

 

18,078 

Retained earnings

132,621 

 

129,090 

Accumulated other comprehensive loss

(158)

 

(1,010)

Treasury stock, at cost (2008 - 100,297 shares, 2007 - 96,020 shares)

(1,427)

 

(1,341)

Total stockholders' equity

151,046 

 

146,270 

Total liabilities and stockholders' equity

$        2,204,995 

 

$        1,989,133 

 

 

 

 

 

 

 

 

6

 

LAKELAND FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31, 2008 and 2007

(in thousands except for share and per share data)

(unaudited)

 

 

Three Months Ended

 

March 31,

 

2008

 

2007

NET INTEREST INCOME

 

 

 

Interest and fees on loans

 

 

 

Taxable

$        25,475 

 

$        24,720 

Tax exempt

32 

 

50 

Interest and dividends on securities

 

 

 

Taxable

3,380 

 

2,678 

Tax exempt

614 

 

602 

Interest on short-term investments

91 

 

208 

Total interest income

29,592 

 

28,258 

 

 

 

 

Interest on deposits

12,047 

 

13,098 

Interest on borrowings

 

 

 

Short-term

2,424 

 

1,430 

Long-term

615 

 

632 

Total interest expense

15,086 

 

15,160 

 

 

 

 

NET INTEREST INCOME

14,506 

 

13,098 

 

 

 

 

Provision for loan losses

1,153 

 

641 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR

 

 

 

LOAN LOSSES

13,353 

 

12,457 

 

 

 

 

NONINTEREST INCOME

 

 

 

Wealth advisory fees

809 

 

689 

Investment brokerage fees

283 

 

243 

Service charges on deposit accounts

1,769 

 

1,632 

Loan, insurance and service fees

655 

 

581 

Merchant card fee income

810 

 

764 

Other income

458 

 

493 

Net gains on sales of real estate mortgage loans held for sale

315 

 

165 

Net securities gains (losses)

28 

 

36 

Gain on redemption of Visa shares

642 

 

Total noninterest income

5,769 

 

4,603 

 

 

 

 

NONINTEREST EXPENSE

 

 

 

Salaries and employee benefits

6,253 

 

5,855 

Net occupancy expense

796 

 

674 

Equipment costs

441 

 

445 

Data processing fees and supplies

840 

 

701 

Credit card interchange

535 

 

489 

Other expense

2,517 

 

2,106 

Total noninterest expense

11,382 

 

10,270 

 

 

 

 

INCOME BEFORE INCOME TAX EXPENSE

7,740 

 

6,790 

Income tax expense

2,499 

 

2,032 

 

 

 

 

NET INCOME

$          5,241 

 

$          4,758 

BASIC WEIGHTED AVERAGE COMMON SHARES

12,215,561 

 

12,159,768 

BASIC EARNINGS PER COMMON SHARE

$            0.43 

 

$            0.39 

DILUTED WEIGHTED AVERAGE COMMON SHARES

12,424,643 

 

12,419,975 

DILUTED EARNINGS PER COMMON SHARE

$            0.42 

 

$            0.38 

 

 

 

 

 

 

7

 

 

LAKELAND FINANCIAL CORPORATION

LOAN DETAIL

FIRST QUARTER 2008

(unaudited in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

March 31,

 

2008

 

2007

 

2007

Commercial and industrial loans

$    1,047,367 

65.4 

%

 

$       968,336 

63.6 

%

 

$       892,828 

64.8 

%

Commercial real estate - multifamily loans

16,660 

1.0 

 

 

16,839 

1.1 

 

 

19,118 

1.4 

 

Commercial real estate construction loans

83,378 

5.2 

 

 

84,498 

5.6 

 

 

67,885 

4.9 

 

Agri-business and agricultural loans

180,344 

11.3 

 

 

170,921 

11.2 

 

 

127,742 

9.3 

 

Residential real estate mortgage loans

115,953 

7.2 

 

 

124,107 

8.1 

 

 

113,814 

8.3 

 

Home equity loans

108,558 

6.8 

 

 

108,429 

7.1 

 

 

103,885 

7.5 

 

Installment loans and other consumer loans

50,250 

3.1 

 

 

50,516 

3.3 

 

 

52,743 

3.8 

 

Subtotal

1,602,510 

100.0 

%

 

1,523,646 

100.0 

%

 

1,378,015 

100.0 

%

Less: Allowance for loan losses

(16,758)

 

 

 

(15,801)

 

 

 

(14,758)

 

 

Net deferred loan (fees)/costs

(94)

 

 

 

74 

 

 

 

(89)

 

 

Loans, net

$    1,585,658 

 

 

 

$    1,507,919 

 

 

 

$    1,363,168 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8