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, 2003 (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 5. Other Information On July 15, 2003, the Registrant issued a press release regarding its earnings for the six-month and three-month periods ended June 30, 2003. The press release is attached hereto as Exhibit 99.1. 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, 2003
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, 2003 By: /s/ David M. Findlay David M. Findlay Chief Financial Officer
Exhibit 99.1 LAKELAND FINANCIAL CORPORATION FOR IMMEDIATE RELEASE Contact: David M. Findlay Executive Vice President and Chief Financial Officer (574) 267-9197 RECORD INCOME REPORTED FOR LAKELAND FINANCIAL Quarterly Dividend of $0.19 Per Share Announced Warsaw, Indiana (July 15, 2003) - Lakeland Financial Corporation (Nasdaq/LKFN), parent company of Lake City Bank, today reported record quarterly net income of $3.7 million for the second quarter of 2003, an increase of 22.5% versus $3.1 million for the comparable period in 2002. Diluted net income per common share for the quarter was $0.63 versus $0.51 for the comparable period in 2002. Net income for the six months ended June 30, 2003 was a record $7.3 million versus $6.0 million for the comparable period in 2002, an increase of 20.8%. Diluted net income per share for the six months ended June 30, 2003 was $1.22 per share versus $1.01 per share in 2002. The Company also announced that the Board of Directors approved a cash dividend for the second quarter of $0.19 per share, payable on July 25, 2003 to shareholders of record on July 10, 2003. The quarterly dividend represents a 12% increase over the quarterly dividend of $0.17 paid in 2002. In addition, the Company announced the R. Douglas Grant had retired as Chairman of the Board and that Eddie Creighton had retired from the Board. Michael L. Kubacki, President and Chief Executive Officer, commented, "Doug and Eddie played important roles in building the Bank to where it is today. Eddie served the Board for 33 years, and Doug led the organization as Chief Executive Officer from 1980 though 1998. They contributed to the establishment of our solid position in Northern Indiana and helped create the foundation for our continued growth and success." Mr. Kubacki succeeds Mr. Grant as the new Chairman of the Board. Kubacki further commented on the performance, "Despite the many challenges for our industry created by a generally weak economy and unprecedented low interest rates, the Lake City Bank team is pleased to report strong results for the first six months of 2003. Outstanding growth in noninterest income, in conjunction with good overall expense control, has contributed to a good first half of the year. With an efficiency ratio lowered to 59.6% for the first six months of the year versus 62.5% for the comparable period in 2002, we continue to improve this key measure of performance." Kubacki continued, "Noninterest income for the first six months increased to $9.3 million versus $6.9 million in the comparable period in 2002, driven by mortgage sales gains of $2.3 million, an increase of $1.6 million versus the comparable period in 2002. With mortgage rates remaining at historical lows during much of the year, the unmatched volume of mortgage originations continued during the second quarter. With the recent interest rate cut by the Federal Reserve Bank, we do not anticipate that mortgage rates will change significantly during the third quarter. Nonetheless, we do not anticipate that this level of mortgage sales gains will continue throughout the balance of the year, as we believe the mortgage cycle simply cannot maintain this level of activity. Also adding to the strong increase in noninterest income was a $708,000 increase in other income, which grew from $1.7 million for the first six months of 2002 to $2.5 million for the comparable period in 2003 as a result of the implementation of an insurance investment program, income due to a reduction in the valuation allowance related to accounting for mortgage servicing rights and increased service fees. "Net interest income after the provision for loan losses increased by only 1.5% from $19.6 million in the first six months of 2002 to $19.9 million for the comparable period in 2003. Net interest income continued to be negatively impacted by a decline in the net interest margin from 4.14% in the first six months of 2002 to 3.92% in the comparable period of 2003. Net interest margin pressure remains one of our greatest challenges in this unparalleled low interest rate environment. While we are pleased that the net interest margin of 3.89% for the second quarter of 2003 remained stable when compared to 3.93% in the first quarter, we expect margin pressures to continue due to the recent rate cuts by the Federal Reserve Bank, the overall lower asset yields and the generally lower interest rate environment," added Kubacki. Average loans for the six months ended June 30, 2003 were $838.1 million versus $753.2 million during the comparable period in 2002. Total loans as of June 30, 2003 were $839.4 million versus $826.9 million as of March 31, 2003. Lakeland Financial's allowance for loan losses as of June 30, 2003 was $9.8 million, or 1.17% of gross loans, compared to $8.9 million, or 1.16% of gross loans, as of June 30, 2002 and $9.7 million, or 1.18% of gross loans as of March 31, 2003. Non-performing assets totaled $8.2 million as of June 30, 2003 versus $6.5 million on June 30, 2002 and $8.8 million as of March 31, 2003. On a linked quarter basis, total nonperforming assets declined by approximately $600,000 from the first quarter of 2003 to the second quarter. The ratio of non-performing assets to loans was 0.98% on June 30, 2003 compared to 0.84% on June 30, 2002 and 1.06% at March 31, 2003. Kubacki commented, "During the first six months of 2003, average loans increased by 8.7% to $838.1 million versus $770.9 million for all of 2002. Average loans during the second quarter of 2003 were $846.5 million versus $829.6 million in the first quarter of 2003, an increase of 1.9%. Clearly, loan growth has slowed during the second quarter as our region continued to experience economic uncertainty. Net charge offs totaled $673,000 in the quarter versus $172,000 in the second quarter of 2002 and $458,000 during the first quarter of 2003. Year-to-date, net charge offs totaled $1.1 million versus $311,000 during the comparable period on 2002. For the six months ended June 30, 2003, net charge offs were 0.27% of average loans on an annualized basis. " For the six months ended June 30, 2003, Lakeland Financial's average equity to average assets ratio was 7.07% versus 6.82% for the comparable period in 2002 and 7.07% for the first quarter of 2003. Average stockholders' equity for the first six months of 2003 was $86.5 million versus $76.4 million for the comparable period in 2002. Average total deposits for the six months ended June 30, 2003 were $951.2 million versus $834.6 million for the comparable period in 2002. Lakeland Financial Corporation is a $1.2 billion bank holding company headquartered in Warsaw, Indiana. Lake City Bank serves Northern Indiana with 41 branches located in the following Indiana counties: Kosciusko, Elkhart, Allen, St. Joseph, DeKalb, Fulton, Huntington, LaGrange, Marshall, Noble, Pulaski and Whitley. A 42nd office is currently under construction in Warsaw and is expected to open in late 2003. 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 Stifel Nicolaus & Company, Howe Barnes Investments, Inc., Raymond James & Associates, Inc., McDonald Investments, Inc., First Tennessee Capital Markets and Trident Securities. The Company's fixed rate cumulative trust preferred securities are traded on the Nasdaq Stock Market under the symbols "LKFNP". The annual rate on the fixed rate securities is 9.0%. This document (including information incorporated by reference) 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 September 11th; (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 2003 FINANCIAL HIGHLIGHTS (Unaudited - Dollars in thousands except Share and Per Share Data) 3 Months Ended 6 Months Ended June 30 June 30 2003 2002 2003 2002 ----------- ------------ ------------- ------------- END OF PERIOD BALANCES Assets $ 1,239,573 $ 1,190,119 $ 1,239,573 $ 1,190,119 Deposits 966,244 843,162 966,244 843,162 Loans 839,355 764,212 839,355 764,212 Allowance for Loan Losses 9,786 8,884 9,786 8,884 Common Stockholders' Equity 87,543 79,954 87,543 79,954 AVERAGE BALANCES Assets Total Assets $ 1,236,266 $ 1,136,964 $ 1,223,639 $ 1,121,623 Earning Assets 1,136,951 1,050,187 1,125,294 1,038,148 Investments 269,945 273,989 272,560 273,857 Loans 846,479 760,742 838,109 753,211 Liabilities and Stockholders' Equity Total Deposits 968,082 851,665 951,174 834,604 Interest Bearing Deposits 796,956 704,633 786,999 691,520 Interest Bearing Liabilities 967,525 898,171 961,244 890,349 Common Stockholders' Equity 87,379 77,680 86,489 76,443 INCOME STATEMENT DATA Net Interest Income $ 10,751 $ 10,665 $ 21,309 $ 20,886 Net Interest Income-Fully Tax Equivalent 11,020 10,875 21,813 21,307 Provision for Loan Loss 717 747 1,384 1,249 Noninterest Income 4,925 3,560 9,297 6,905 Noninterest Expense 9,261 8,799 18,225 17,368 Net Income 3,749 3,060 7,264 6,013 PER SHARE DATA Basic Net Income Per Common Share $ 0.64 $ 0.53 $ 1.25 $ 1.03 Diluted Net Income Per Common Share 0.63 0.51 1.22 1.01 Cash Dividends Per Common Share 0.19 0.17 0.38 0.34 Book Value Per Common Share (equity per share issued) 15.05 13.75 15.05 13.75 Market Value - High 31.22 28.84 31.22 28.84 Market Value - Low 24.40 20.10 23.00 17.26 Basic Weighted Average Common Shares Outstanding 5,819,448 5,813,984 5,815,386 5,813,984 Diluted Weighted Average Common Shares Outstanding 5,977,598 5,973,772 5,960,399 5,941,108 KEY RATIOS Return on Average Assets 1.22% 1.08% 1.20% 1.08% Return on Average Common Stockholders' Equity 17.21 15.80 16.94 15.84 Efficiency (Noninterest Expense / Gross Interest Income plus Noninterest Income) 59.08 61.86 59.55 62.50 Average Equity to Average Assets 7.07 6.83 7.07 6.82 Net Interest Margin 3.89 4.15 3.92 4.14 Net Charge Offs to Average Loans 0.32 0.09 0.27 0.08 Loan Loss Reserve to Loans 1.17 1.16 1.17 1.16 Nonperforming Assets to Loans 0.98 0.84 0.98 0.84 Tier 1 Leverage 8.18 8.11 8.18 8.11 Tier 1 Risk-Based Capital 10.61 10.43 10.61 10.43 Total Capital 11.65 11.46 11.65 11.46 ASSET QUALITY Loans Past Due 90 Days or More $ 3,085 $ 3,576 $ 3,085 $ 3,576 Non-accrual Loans 3,548 1,400 3,548 1,400 Net Charge Offs 673 172 1,131 311 Other Real Estate Owned 1,530 1,435 1,530 1,435 Other Nonperforming Assets 26 41 26 41 Total Nonperforming Assets 8,189 6,452 8,189 6,452
LAKELAND FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS As of June 30, 2003 and December 31, 2002 (in thousands) June 30, December 31, 2003 2002 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents: Cash and due from banks $ 56,412 $ 74,149 Short-term investments 7,184 13,000 ------------ ------------ Total cash and cash equivalents 63,596 87,149 Securities available-for-sale: U. S. Treasury and government agency securities 14,164 17,284 Mortgage-backed securities 211,228 222,036 State and municipal securities 45,928 34,785 ------------ ----------- Total securities available-for-sale 271,320 274,105 Real estate mortgages held-for-sale 11,230 10,395 Loans: Total loans 839,355 822,676 Less: Allowance for loan losses 9,786 9,533 ------------ ------------ Net loans 829,569 813,143 Land, premises and equipment, net 26,286 24,768 Accrued income receivable 4,943 4,999 Goodwill 4,970 4,970 Other intangible assets 968 1,042 Other assets 26,691 27,215 ------------ ------------ Total assets $ 1,239,573 $ 1,247,786 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Noninterest bearing deposits $ 183,436 $ 192,787 Interest bearing deposits 782,808 720,538 ------------ ------------ Total deposits 966,244 913,325 Short-term borrowings: Federal funds purchased 17,000 30,000 Securities sold under agreements to repurchase 98,736 124,968 U.S. Treasury demand notes 1,848 4,000 Other borrowings 10,000 26,000 ------------ ------------ Total short-term borrowings 127,584 184,968 Accrued expenses payable 7,430 12,503 Other liabilities 1,367 2,417 Long-term borrowings 30,047 31,348 Guaranteed preferred beneficial interests in Company's subordinated debentures 19,358 19,345 ------------ ------------ Total liabilities 1,152,030 1,163,906 STOCKHOLDERS' EQUITY Common stock: No par value, 90,000,000 shares authorized, 5,817,459 shares issued and 5,773,731 outstanding as of June 30 2003, and 5,813,984 shares issued and 5,767,010 outstanding at December 31, 2002 1,453 1,453 Additional paid-in capital 9,671 8,537 Retained earnings 75,873 70,819 Accumulated other comprehensive income 1,373 3,937 Treasury stock, at cost (827) (866) ------------ ------------ Total stockholders' equity 87,543 83,880 ------------ ------------ Total liabilities and stockholders' equity $ 1,239,573 $ 1,247,786 ============ ============
LAKELAND FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the Three Months and Six Months Ended June 30, 2003 and 2002 (in thousands except for share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ INTEREST AND DIVIDEND INCOME - ---------------------------- Interest and fees on loans: Taxable $ 12,077 $ 12,315 $ 23,910 $ 24,651 Tax exempt 66 34 129 67 ------------ ------------ ------------ ------------ Total loan income 12,143 12,349 24,039 24,718 Short-term investments 58 64 85 92 Securities: U.S. Treasury and government agency securities 145 342 315 737 Mortgage-backed securities 2,694 3,039 5,626 5,797 State and municipal securities 497 400 925 800 Other debt securities 0 87 0 202 ------------ ------------ ------------ ------------ Total interest and dividend income 15,537 16,281 30,990 32,346 INTEREST EXPENSE - ---------------- Interest on deposits 3,702 4,226 7,488 8,578 Interest on short-term borrowings 313 635 653 1,555 Interest on long-term debt 771 755 1,540 1,327 ------------ ------------ ------------ ------------ Total interest expense 4,786 5,616 9,681 11,460 ------------ ------------ ------------ ------------ NET INTEREST INCOME 10,751 10,665 21,309 20,886 - ------------------- Provision for loan losses 717 747 1,384 1,249 ------------ ------------ ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,034 9,918 19,925 19,637 - ------------------------- ------------ ------------ ------------ ------------ NONINTEREST INCOME - ------------------ Trust and brokerage fees 565 641 1,175 1,299 Service charges on deposit accounts 1,736 1,739 3,400 3,137 Other income (net) 1,431 814 2,450 1,742 Net gains on the sale of real estate mortgages held-for-sale 1,193 350 2,272 711 Net securities gains 0 16 0 16 ------------ ------------ ------------ ------------ Total noninterest income 4,925 3,560 9,297 6,905 NONINTEREST EXPENSE - ------------------- Salaries and employee benefits 5,008 4,536 9,713 9,134 Occupancy and equipment expense 1,218 1,082 2,580 2,181 Other expense 3,035 3,181 5,932 6,053 ------------ ------------ ------------ ------------ Total noninterest expense 9,261 8,799 18,225 17,368 INCOME BEFORE INCOME TAX EXPENSE 5,698 4,679 10,997 9,174 - -------------------------------- Income tax expense 1,949 1,619 3,733 3,161 ------------ ------------ ------------ ------------ NET INCOME $ 3,749 $ 3,060 $ 7,264 $ 6,013 - ---------- ============ ============ ============ ============ BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,819,448 5,813,984 5,815,386 5,813,984 BASIC EARNINGS PER COMMON SHARE $ 0.65 $ 0.53 $ 1.25 $ 1.04 - ------------------------------- ============ ============ ============ ============ DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,977,598 5,973,772 5,960,399 5,941,108 DILUTED EARNINGS PER COMMON SHARE $ 0.63 $ 0.51 $ 1.22 $ 1.01 - --------------------------------- ============ ============ ============ ============