UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2004
Commission file number 0-11487
LAKELAND FINANCIAL CORPORATION
Indiana 35-1559596
(State of incorporation) (I.R.S. Employer Identification No.)
202 East Center Street, P.O. Box 1387, Warsaw, Indiana 46581-1387
(Address of principal executive offices)
Telephone (574) 267-6144
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such other period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No___
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, based on the last sales price quoted on the
Nasdaq Stock Market on June 30, 2004, the last business day of the
registrant's most recently completed second fiscal quarter, was approximately
$176,379,946.
Number of shares of common stock outstanding at February 23, 2005: 5,910,249
DOCUMENTS INCORPORATED BY REFERENCE
Part III - Portions of the Proxy Statement for the Annual Meeting of
Shareholders dated as of March 11, 2005 are incorporated by reference into
Part III hereof.
EXPLANATORY NOTE
In reliance upon the Order of the Securities and Exchange Commission
issued under Section 36 of the Securities Exchange Act of 1934 (Release No.
50754, November 30, 2004), Lakeland Financial Corporation (the "Company")
omitted from Item 9A of its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 (the "Original Report") both the annual report of its
management on internal control over financial reporting, as required by Item
308(a) of Regulation S-K, as well as the related attestation report of a
registered public accounting firm, as required by Item 308(b) of Regulation
S-K. The Company is filing this Amendment No. 1 to Annual Report on Form 10-K
(the "Amendment") to provide the information that was omitted from Item 9A of
the Original Report. No other information is being amended by the Amendment
and the Company has not updated disclosures in this Amendment to reflect any
event subsequent to the Company's filing of the Original Report.
ITEM 9a. CONTROLS AND PROCEDURES
a) An evaluation was performed under the supervision and with the
participation of the Company's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rules 13a -15(e) and 15d-15(e) promulgated under the Securities and Exchange
Act of 1934, as amended) as of December 31, 2004. Based on that evaluation,
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures were effective.
b) MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. The
Company's internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
The Company's internal control over financial reporting includes those
policies and procedures that: (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of December 31, 2004. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment and those criteria, management concluded
that the Company maintained effective internal control over financial
reporting as of December 31, 2004.
The Company's independent registered public accounting firm has issued their
report on management's assessment of the Company's internal control over
financial reporting. That report follows under the heading, Report of
Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting.
c) There have been no changes in the Company's internal controls during the
previous fiscal quarter, ended December 31, 2004 that have materially affected
, or is reasonably likely to materially affect the Company's internal control
over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Stockholders and Board of Directors
Lakeland Financial Corporation
Warsaw, Indiana
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that
Lakeland Financial Corporation (the "Company") maintained effective internal
control over financial reporting as of December 31, 2004, based on Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Lakeland Financial
Corporation's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility is to express
an opinion on management's assessment and an opinion on the effectiveness of
the company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Lakeland Financial Corporation
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also in our opinion, Lakeland
Financial Corporation maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2004, based on Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
Lakeland Financial Corporation as of December 31, 2004 and 2003, and the
related consolidated statements of income, changes in shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
2004 and our report dated February 10, 2005 expressed an unqualified opinion
on those consolidated financial statements.
Crowe Chizek and Company LLC
South Bend, Indiana
March 24, 2005
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The documents listed below are filed as a part of this report:
(a) Exhibits
Exhibit No. Document Incorporated by reference to
3.1 Amended and Restated Articles Exhibit 4.1 to the Company's
of Incorporation of Lakeland Form S-8 filed with the
Financial Corporation Commission on April 15, 1998
3.2 Bylaws of Lakeland Exhibit 3(ii) to the Company's
Financial Corporation Form 10-Q for the quarter
ended June 30, 1996
4.1 Form of Common Stock Certificate Exhibit 4.1 to the Company's
Form 10-K for the fiscal year ended
December 31, 2003
10.1 Lakeland Financial Exhibit 4.3 to the Company's
Corporation 1997 Share Form S-8 filed with the
Incentive Plan Commission on April 15, 1998
10.3 Form of Indenture for Trust Preferred Exhibit 4.1 to the Company's
Issuance Form 10-K for the fiscal year ended
December 31, 2003
10.4 Lakeland Financial Corporation 401(k) Plan Exhibit 10.1 to the Company's Form S-8
filed with the Commission on October
23, 2000
10.5 Amended and Restated Lakeland Financial Exhibit 10.5 to the Company's Form 10-K
Corporation Director's Fee Deferral Plan for the fiscal year ended December 31,
2002
10.6 Form of Change of Control Agreement Exhibit 10.5 to the Company's Form 10-K
entered into with David M. Findlay and for the fiscal year ended December 31,
Kevin L. Deardorff 2001
10.7 Form of Change in Control Agreement Exhibit 10.3 to the Company's Form 10-K
entered into with Michael L. Kubacki, for the fiscal year ended December 31,
Charles D. Smith and Robert L. Condon 2000
10.8 Employee Deferred Compensation Plan and Exhibit 10.8 to the Company's Form 10-K
Form of Agreement for the fiscal year ended
December 31, 2004
10.9 Schedule of Board Fees Exhibit 10.9 to the Company's Form 10-K
for the fiscal year ended
December 31, 2004
10.10 Form of Option Grant Agreement Exhibit 10.10 to the Company's Form
10-K for the fiscal year ended
December 31, 2004
10.11 Executive Incentive Bonus Plan Exhibit 10.11 to the Company's Form
10-K for the fiscal year ended
December 31, 2004
21.0 Subsidiaries Exhibit 10.11 to the Company's Form
10-K for the fiscal year ended
December 31, 2004
23.1 Consent of Independent Registered Public Attached hereto
Accounting Firm
31.1 Certification of Chief Executive Officer Attached hereto
Pursuant to Rule 13a-15(e)/15d-15(e) and
13a-15(f)/15d-15(f)
31.2 Certification of Chief Financial Officer Attached hereto
Pursuant to Rule 13a-15(e)/15d-15(e) and
13a-15(f)/15d-15(f)
32.1 Certification of Chief Executive Officer Attached hereto
Pursuant to 18 U.S.C. Section 1350, as
adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Attached hereto
Pursuant to 18 U.S.C. Section 1350, as
adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
LAKELAND FINANCIAL CORPORATION
Date: April 12, 2005 By /s/ Michael L. Kubacki
Michael L. Kubacki, Chairman
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Title Date
/s/ Michael L. Kubacki
Michael L. Kubacki Principal Executive Officer April 12, 2005
and Director
/s/ David M. Findlay
David M. Findlay Principal Financial Officer April 12, 2005
/s/ Teresa A. Bartman
Teresa A. Bartman Principal Accounting Officer April 12, 2005
/s/ Robert E. Bartels, Jr
Robert E. Bartels, Jr Director April 12, 2005
/s/ L. Craig Fulmer
L. Craig Fulmer Director April 12, 2005
/s/ Allan J. Ludwig
Allan J. Ludwig Director April 12, 2005
/s/ Charles E. Niemier
Charles E. Niemier Director April 12, 2005
/s/ Emily E. Pichon
Emily E. Pichon Director April 12, 2005
/s/ Richard L. Pletcher
Richard L. Pletcher Director April 12, 2005
S1
/s/ Steven D. Ross
Steven D. Ross Director April 12, 2005
/s/ Donald B. Steininger
Donald B. Steininger Director April 12, 2005
/s/ Terry L. Tucker
Terry L. Tucker Director April 12, 2005
M. Scott Welch Director April 12, 2005
S2
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Board of Directors
Lakeland Financial Corporation
Warsaw, Indiana
We consent to the incorporation by reference in the Registration Statements on
Forms S-8 (333-48402 and 333-50135) of Lakeland Financial Corporation of our
report, dated March 24, 2005, with respect to Lakeland Financial Corporation
management's assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial
reporting, which report is included in this amended annual report on Form
10-K/A of Lakeland Financial Corporation for the year ended December 31, 2004.
Crowe Chizek and Company LLC
South Bend, Indiana
April 13, 2005
Exhibit 31.1
I, Michael L. Kubacki, Chief Executive Officer of the Company, certify
that:
1. I have reviewed this annual report on Form 10-K of Lakeland
Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purpose in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures as of the end of the period covered
by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting, and;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize, and
report financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: April 12, 2005 /s/ Michael L. Kubacki
Michael L. Kubacki
President and Chief Executive Officer
Exhibit 31.2
I, David M. Findlay, Chief Financial Officer of the Company, certify
that:
1. I have reviewed this annual report on Form 10-K of Lakeland
Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purpose in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures as of the end of the period covered
by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting, and;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize, and
report financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: April 12, 2005 /s/ David M. Findlay
David M. Findlay
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lakeland Financial Corporation (the
"Company") on Form 10-K for the period ending December 31, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report), I,
Michael L. Kubacki, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Annual Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Annual Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.
/s/ Michael L. Kubacki
Michael L. Kubacki
Chief Executive Officer
April 12, 2005
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lakeland Financial Corporation (the
"Company") on Form 10-K for the period ending December 31, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report), I,
David M. Findlay, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002, that:
(1) The Annual Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Annual Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.
/s/ David M. Findlay
David M. Findlay
Chief Financial Officer
April 12, 2005