SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission File Number 333-48402
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Lakeland Financial Corporation 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Lakeland Financial Corporation
202 East Center Street, P.O. Box 1387
Warsaw, Indiana 46581-1387
REQUIRED INFORMATION
Audited statements of net assets available for benefits of the
Lakeland Financial Corporation 401(k) Plan as of December 31, 2000 and 1999,
and the related statements of changes in net assets available for benefits for
the year ended December 31, 2000 are provided as Exhibit 99.1 to this Form
11-K.
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities 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.
LAKELAND FINANCIAL CORPORATION
401(k) PLAN
Date: June 29, 2001 By: Lakeland Financial Corporation, as Trustee
to the Plan
By:/s/Pat Culp
3
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
EXHIBIT INDEX
TO
ANNUAL REPORT ON FORM 11-K
Exhibit No. Description Sequential
Page No.
- ------------------------------------------------------------------------------
23.1 Consent of Crowe, Chizek and 5
Company LLP
99.1 Financial Statements 6
4
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report, dated May 22, 2001, on the financial
statements of the Lakeland Financial Corporation 401(k) Plan which is included
in this Annual Report on Form 11-K for the year ended December 31, 2000, and
incorporated by reference in Lakeland Financial Corporation's Registration
Statement on Form S-8.
/s/Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
South Bend, Indiana
June 28, 2001
LAKELAND FINANCIAL CORPORATION
401(k) PLAN
FINANCIAL STATEMENTS
December 31, 2000 and 1999
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
Warsaw, Indiana
FINANCIAL STATEMENTS
December 31, 2000 and 1999
CONTENTS
REPORT OF INDEPENDENT AUDITORS .......................................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS .................... 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS........... 3
NOTES TO FINANCIAL STATEMENTS ...................................... 4
SUPPLEMENTAL SCHEDULE REPORTED
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)...... 9
REPORT OF INDEPENDENT AUDITORS
Lakeland Financial Corporation
401(k) Plan
Warsaw, Indiana
We have audited the accompanying statements of net assets available for
benefits of the Lakeland Financial Corporation 401(k) Plan ("Plan") as of
December 31, 2000 and 1999, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2000. 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 generally accepted auditing
standards. 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for
benefits for the year ended December 31, 2000, in conformity with generally
accepted accounting principles.
Our audit was conducted 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) is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic 2000 financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
2000 financial statements taken as a whole.
/s/Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
South Bend, Indiana
May 22, 2001
1
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 1999
2000 1999
----------- -----------
ASSETS
Investments, at fair value (Note 4) $10,399,437 $11,954,395
Cash - 3,110
Receivables
Employer contribution 506,662 66,058
Accrued income 84,098 1,927
----------- -----------
590,760 67,985
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $10,990,197 $12,025,490
=========== ===========
See accompanying notes to financial statements.
2
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2000
Additions to net assets attributed to:
Investment income
Net depreciation in fair value of investments (Note 4) $ (1,797,422)
Interest 29,520
Dividends 605,844
-----------
(1,162,058)
Contributions
Employer 506,662
Participants 666,036
Rollovers 34,792
-----------
1,207,490
Total additions 45,432
Deductions from net assets attributed to:
Benefits paid directly to participants or their
beneficiaries 1,078,245
Administrative expenses 2,480
-----------
Total deductions 1,080,725
Net decrease (1,035,293)
Net assets available for benefits
Beginning of year 12,025,490
-----------
End of year $10,990,197
===========
See accompanying notes to financial statements.
3
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Lakeland Financial Corporation 401(k) Plan
(the "Plan") is provided for general information purposes only. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General: The Plan is a defined contribution 401(k) profit sharing plan
covering substantially all employees of Lakeland Financial Corporation ("LFC"
or "Corporation") and its subsidiary, Lake City Bank. An employee becomes
eligible to enter the Plan on January 1, April 1, July 1 and October 1
following attainment of age 21 and completion of one thousand hours of service
in a continuous twelve-month period.
The Plan was adopted December 13, 1983 and has been amended. Effective October
10, 2000 the Plan was amended and restated. The provisions of the amended and
restated Plan state that the employer each year may set the matching
percentage as well as any discretionary contributions. The amended and
restated Plan also does not permit loans to plan participants. Information
regarding the changes to the Plan is provided for general information purposes
only. Participants should refer to the amended and restated Plan agreement for
a more complete description of the Plan's provisions. The Plan provides for
retirement, death, disability and termination benefits, and it is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Investment Funds: The Plan consists of eight funds, or investment options, one
of which is invested primarily in employer stock. The "Large-Cap Blend",
"Large-Cap Growth" and "Mid-Cap Growth" funds are invested primarily in common
and preferred stock. The "Government Bond Fund" is invested primarily in fixed
income obligations of United States Government agencies. The "Money Market
Fund" is invested primarily in short-term fixed income investments having
maturities of one year or less. The "Balanced Fund" is invested primarily in a
balanced portfolio, and the "International Fund" is invested primarily in
foreign common stocks. A participant's salary redirection is invested in any
of the funds offered at the participant's discretion. Employer matching
contributions are initially invested in employer stock. Participants may
redirect the matching contributions at their discretion.
Participant Accounts: Each participant's account is credited with the
participant's contribution and an allocation of (a) the Corporation's
contributions, (b) Plan earnings and (c) forfeitures of non-vested balances of
accounts of participants who have left the plan. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
(Continued)
4
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Contributions: The Plan provides that participants may make voluntary pre-tax
contributions. Participants may defer from 1% to 12% of their pay. Each year
the employer may set a matching percentage, up to 6% of qualifying employee
contributions, as well as any discretionary contributions. For 2000, the
matching percentage was set at 100% and no discretionary contributions were
made.
Retirement, Death and Disability: A participant is entitled to 100% of his
or her account balance upon retirement, death or disability.
Vesting: Participants are 100% vested in salary deferral contributions.
Employer contributions, prior to January 1, 1989, were 100% vested as of or
before the second valuation date immediately preceding the relevant valuation
date. Effective January 1, 1989 employer contributions vest according to a
7-year graded schedule. Certain participants may elect to be on the prior
vesting schedule.
Payment of Benefits: On termination of service, a participant may elect to
receive either a lump sum or a direct rollover equal to the value of his or
her vested interest in the account. For distributions of LFC common stock,
distributions are made in stock or cash at the participant's option, with the
exception of fractional shares which are paid out in cash. Distributions out
of the other funds are made in cash.
Loan Provisions: Prior to the restatement of the Plan effective October 10,
2000, participants were able to borrow from their fund accounts a minimum of
$1,000 up to a maximum of $50,000 or 50 percent of their account balance,
whichever is less. The loans are secured by the balance in the participant's
account and bear interest at rates equal to the prime interest rate stated in
the Wall Street Journal plus 1% at the date the participant applied for the
loan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The policies and principles which significantly affect the determination of
net assets and results of operations are summarized below.
Accounting Method: The accounting practices and principles followed by the Plan
and the methods of applying those principles conform to generally accepted
accounting principles.
Valuation of Investments: Investments are stated at fair value as determined
by quoted market prices, if available.
(Continued)
5
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Appreciation (Depreciation) in Fair Value of Investments: In accordance
with the policy of stating investments at fair value, net unrealized
appreciation (depreciation) for the year along with gains and losses on sales
of investments are reflected in the statement of changes in net assets
available for benefits as net appreciation (depreciation) in fair value of
investments. Unrealized appreciation (depreciation) for investments held as of
the end of the current fiscal year is the difference between the current value
of those investments and the value of those investments as of the end of the
prior fiscal year or the purchase date for investments purchased during the
year. The gain or loss on securities sold is the difference between the
proceeds received and the fair value of the security at the end of the prior
fiscal year or the purchase date for securities purchased during the year.
Administrative Expenses: Trustee expenses have been waived by Lake City Bank.
Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan administrator to
make estimates and assumptions that affect certain reported amounts and
disclosures, and actual results may differ from these estimates. It is at
least reasonably possible that a significant change may occur in the near term
for the estimates of investment valuation.
Concentration of Credit Risk: At December 31, 2000 and 1999, the majority of
the Plan's assets were invested in LFC common stock. Additionally, temporary
investments are made in money market funds and mutual funds.
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Corporation has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA and its related
regulations. In the event of termination, participants will become 100% vested
in their accounts.
(Continued)
6
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
NOTE 4 - INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
December 31,
2000 1999
----------- -----------
Federated stock trust, -0- and
22,068 units, respectively $ - $ 796,208
Janus Worldwide fund, -0- and
8,968 units, respectively - 685,439
LFC common stock, 646,911 and
646,440 shares, respectively 8,086,388 9,656,521
Enterprise Growth Fund, 27,497 and
-0- units, respectively 564,237 -
The following table presents the net depreciation (including investments
bought, sold and held during the year) in fair value for each of the Plan's
investment categories for the year ended December 31, 2000.
Mutual funds $ (232,059)
LFC common stock (1,565,363)
-----------
$(1,797,422)
===========
All of the Plan's investments are uninsured.
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor Regulations as any
fiduciary of the Plan, any party rendering service to the Plan, the employer,
and certain others.
During 2000, the Plan purchased 49,661 shares of Lakeland Financial
Corporation common stock at a cost ranging from $11.13 to $15.25 per share. In
2000, the Plan sold 14,850 shares of Lakeland Financial Corporation common
stock (at a sales price ranging from $11.00 to $15.13 per share) and
distributed 34,340 shares of common stock to employees due to termination or
retirement.
(Continued)
7
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS (Continued)
At December 31, 2000 and 1999, the Plan held the following party-in-interest
investments (at estimated fair value):
2000:
Lakeland Financial Corporation common stock - 646,911 shares $ 8,086,388
===========
1999:
Lakeland Financial Corporation common stock - 646,440 shares $ 9,656,521
===========
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Corporation by
letter dated October 20, 1993, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the determination letter. However, the
Plan administrator believes the Plan is currently designed and is operated in
compliance with the applicable requirements of the Internal Revenue Code.
NOTE 7 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have withdrawn from the Plan. Amounts allocated to these
participants were approximately $2,704,000 and $2,123,000 at December 31, 2000
and 1999.
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SUPPLEMENTAL INFORMATION
LAKELAND FINANCIAL CORPORATION 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2000
Name of Plan Sponsor: Lakeland Financial Corporation
Employer Identification Number: 35-1559596
Three-digit Plan Number: 004
(c)
Description of Investment
(b) Including Maturity Date, (e)
Identity of Issue, Borrower, Rate of Interest, Collateral, (d) (1) Current
(a) Lessor, or Similar Party Par or Maturity Value Cost Value
--- ------------------------------------ ----------------------------- ------- -----------
Money market account 140,281 units $ 140,281
Mutual funds
Franklin U.S. government 12,886 units 120,616
Federated international equity 12,467 units 264,041
AIM constellation fund 12,915 units 373,644
Enterprise growth fund 27,497 units 564,237
American AMCAP fund 25,313 units 450,064
Lake City balanced fund 60,152 units 395,356
-----------
2,167,958
* Lakeland Financial Corporation
common stock 646,911 shares 8,086,388
Loans to participants Interest rate 9.5% 4,810
-----------
$10,399,437
===========
* Denotes party-in-interest
(1) Cost is not presented as all investments are participant directed investments.
9