-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QESahLhxS7+FU65x68nwVHHZM4IppoJ3V9pXUZ76B8Lvj9XxoYcj8fL3UsTUR0K+ AOjvSHI+QOpwPlgWNMojIQ== 0000721994-05-000125.txt : 20050629 0000721994-05-000125.hdr.sgml : 20050629 20050628174642 ACCESSION NUMBER: 0000721994-05-000125 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKELAND FINANCIAL CORP CENTRAL INDEX KEY: 0000721994 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351559596 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11487 FILM NUMBER: 05922138 BUSINESS ADDRESS: STREET 1: 202 E CENTER ST STREET 2: P O BOX 1387 CITY: WARSAW STATE: IN ZIP: 46581-1387 BUSINESS PHONE: 5742676144 MAIL ADDRESS: STREET 1: 202 E CENTER ST STREET 2: PO BOX 1387 CITY: WARSAW STATE: IN ZIP: 46581 11-K 1 form11k.txt DECEMBER 31, 2004 FORM 11-K 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, 2004 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, 2004 and 2003, and the related statements of changes in net assets available for benefits for the year ended December 31, 2004 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 28, 2005 By: Lakeland Financial Corporation, as Trustee to the Plan By:_/s/ Jill A. DeBatty Jill A. DeBatty 3 LAKELAND FINANCIAL CORPORATION 401(k) PLAN EXHIBIT INDEX TO ANNUAL REPORT ON FORM 11-K Sequential Exhibit No. Description Page No. - ----------------- -------------------------------- --------------------------- 23.1 Consent of Crowe Chizek and 5 Company LLC 99.1 Financial Statements 6 4 EX-23 2 ex231.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Lakeland Financial Corporation's Registration Statement on Form S-8 (Registration # 333-48402) of our report, dated June 23, 2005, 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, 2004. /s/Crowe Chizek and Company LLC Crowe Chizek and Company LLC South Bend, Indiana June 23, 2005 EX-99 3 ex991.txt 401(K) FINANCIAL STATEMENTS LAKELAND FINANCIAL CORPORATION 401(k) PLAN FINANCIAL STATEMENTS December 31, 2004 and 2003 LAKELAND FINANCIAL CORPORATION 401(k) PLAN Warsaw, Indiana FINANCIAL STATEMENTS December 31, 2004 and 2003 CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................. 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 SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)....... 10 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit Committee and Plan Administrators 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, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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 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 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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, in conformity with United States 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 2004 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 is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2004 financial statements taken as a whole. Crowe Chizek and Company LLC South Bend, Indiana June 23, 2005 1 LAKELAND FINANCIAL CORPORATION 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2004 and 2003 2004 2003 ---- ---- ASSETS Investments, at fair value (Note 4) $ 27,388,773 $ 25,763,158 Receivables Employer contribution 0 379,303 Accrued income 107,218 112,168 ------------ ------------ 107,218 491,471 ------------ ------------ Total assets 27,495,991 26,254,629 ------------ ------------ LIABILITIES Payable for unsettled trades 137,146 0 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 27,358,845 $ 26,254,629 ============ ============ 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, 2004 Additions to net assets attributed to: Investment income Net appreciation in fair value of investments (Note 4) $ 2,470,854 Interest 16,993 Dividends 432,257 ------------ 2,920,104 Contributions Employer 763,527 Participants 1,107,917 Rollovers 17,293 ------------ 1,888,737 Total additions 4,808,841 Deductions from net assets attributed to: Benefits paid directly to participants or their beneficiaries 3,700,347 Administrative expenses 4,278 ------------ Total deductions 3,704,625 Net increase 1,104,216 Net assets available for benefits Beginning of year 26,254,629 ------------ End of year $ 27,358,845 ============ See accompanying notes to financial statements. 3 LAKELAND FINANCIAL CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2004 and 2003 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") and its subsidiary, Lake City Bank (collectively, "employer"). An employee becomes eligible to enter the Plan on January 1, April 1, July 1 and October 1 following attainment of age 18 and completion of one month of service. The Plan was originally 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. Effective January 1, 2001, the Plan was further amended. The provisions of the amended Plan state the matching contributions shall be allocated to participants who have completed at least one hour of service during the Plan year. The amended Plan also provides for a six-year graded vesting schedule and that employees working at any branch that is sold shall become 100% vested as of the date of the branch sale. Effective January 1, 2003, the Plan was further amended. The January 1, 2003 amendment states that employees become eligible to participate in the Plan following attainment of age 18 and completion of one month of service. 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 23 funds, or investment options, one of which is invested primarily in LFC common stock. Ten of the funds are "Fidelity Freedom" funds that are targeted retirement funds consisting of blends of equities and fixed income securities. The "Artisan Mid Cap Fund", "Royce Low Priced Stock Fund", "American Century Large Company Value Fund", "Fidelity Contrafund", "Fidelity Value Fund", "Fidelity Capital Appreciation Fund", "Fidelity Small Cap Stock Fund" and "Fidelity Spartan US Equity Index Fund" are invested primarily in common and preferred stock. The "Fidelity US Bond Index Fund" is invested primarily in fixed income securities. The "Fidelity Retirement Money Market Fund" is invested primarily in short-term fixed income investments having maturities of one year or less, and the "Fidelity Diversified International Fund" is invested primarily in foreign common stocks. Continued 4 NOTE 1 - DESCRIPTION OF PLAN (Continued) 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. Contributions: The Plan provides that participants may make voluntary pre-tax contributions to the Plan in amounts equal to the maximum amount allowable under the Internal Revenue Code ($13,000 in 2004). Each year the employer may set a matching percentage of up to 6% of a participant's compensation, as well as make discretionary contributions. For 2004, the matching percentage was set at 90% of the first 6% of compensation an employee contributes to the Plan as a voluntary pre-tax contribution. In addition, 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. Effective January 1, 2001, employer contributions vest according to a six-year graded schedule. Prior to January 1, 2001, employer contributions vested according to a seven-year graded 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. Continued 5 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 U.S. generally accepted accounting principles under the accrual basis. Investments Valuation and Income Recognition: Investments are stated at fair value. The fair values of mutual fund investments and LFC common stock are based upon quoted market prices. Money market fund investments and participant loans are reported at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. 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. Administrative Expenses: Trustee expenses have been waived by Lake City Bank, the Plan Trustee. Estimates: The preparation of financial statements in conformity with United States 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. Concentration of Credit Risk: At December 31, 2004 and 2003, the majority of the Plan's assets were invested in LFC common stock. 6 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Risk and Uncertainties: The Plan provides for various investment options including any combination of certain mutual funds, stocks, and money market funds. The underlying investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participant's individual account balances. NOTE 3 - PLAN TERMINATION Although it has not expressed any intent to do so, LFC 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. NOTE 4 - INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets. December 31, 2004 2003 ---- ---- LFC common stock, 508,952 and 590,356 shares, respectively $ 20,205,394 $ 20,851,367 Fidelity Retirement Money Market Fund, 1,532,502 and 0 shares respectively 1,532,502 - The following table presents the net appreciation (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, 2004. Mutual funds $ 350,819 LFC common stock 2,120,035 ------------ $ 2,470,854 All of the Plan's investments are uninsured. 7 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. Fees paid by the Plan to AMI Benefit Plan Administrators, Inc. and Fidelity Management Trust Company for accounting services amounted to $4,278 for the year ended December 31, 2004. During 2004, the Plan purchased 46,237 shares of Lakeland Financial Corporation common stock at a cost ranging from $30.73 to $40.66 per share. In 2004, the Plan sold 33,863 shares of Lakeland Financial Corporation common stock at a sales price ranging from $28.28 to $39.62 per share and distributed 93,778 shares of common stock to employees due to termination or retirement. At December 31, 2004 and 2003, the Plan held the following party-in-interest investments (at estimated fair value): 2004: Lakeland Financial Corporation common stock - 508,952 shares $ 20,205,394 Loans to participants 2,675 2003: Lakeland Financial Corporation common stock - 590,356 shares $ 20,851,367 Loans to participants 3,440 NOTE 6 - TAX STATUS The Plan is maintained using a prototype plan document sponsored by Fidelity Management & Research Company. The Internal Revenue Service has ruled in a letter dated December 5, 2001, that the prototype plan qualifies under Section 401 of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. The plan administrator believes that the Plan is being operated in compliance with applicable requirements of the IRC. 8 NOTE 7 - TERMINATED PARTICIPANTS Included in net assets available for benefits are amounts allocated to individuals who have withdrawn from the Plan and requested a distribution prior to year-end. Amounts allocated to these participants were approximately $253,954 and $3,185,218 at December 31, 2004 and 2003. 9 SUPPLEMENTAL INFORMATION LAKELAND FINANCIAL CORPORATION 401(k) PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2004 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 accounts Fidelity Institutional Cash 536,945 units $ 536,945 Fidelity Retirement Money Market 1,532,502 units 1,532,502 --------------- 2,069,447 Mutual funds Artisan Mid Cap Fund 6,236 units 184,325 Royce Low Price Stock Fund 15,780 units 241,909 American Century Large Company Value Fund 30,956 units 200,903 Fidelity Contrafund 4,094 units 232,277 Fidelity Value Fund 2,781 units 198,273 Fidelity Capital Appreciation Fund 14,506 units 377,581 Fidelity Diversified International Fund 11,932 units 341,737 Fidelity Small Cap Stock Fund 11,921 units 216,481 Fidelity Freedom Income 2,110 units 23,779 Fidelity Freedom 2000 300 units 3,621 Fidelity Freedom 2010 76,645 units 1,043,898 Fidelity Freedom 2020 16,860 units 235,370 Fidelity Freedom 2030 12,426 units 174,958 Fidelity Spartan US Equity Index 4,654 units 199,452 Fidelity US Bond Index 30,097 units 335,275 Fidelity Freedom 2040 17,756 units 146,843 Fidelity Freedom 2005 12,322 units 133,082 Fidelity Freedom 2015 54,221 units 599,145 Fidelity Freedom 2025 13,795 units 155,611 Fidelity Freedom 2035 5,834 units 66,737 --------------- 5,111,257 * Lakeland Financial Corporation common stock 508,952 shares 20,205,394 * Loans to participants Interest rate 9.5% 2,675 --------------- $ 27,388,773 =============== * Denotes party-in-interest (1) Cost is not presented as all investments are participant directed investments.
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