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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994 Commission File No. 0-11487
LAKELAND FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
INDIANA 35-1559596
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
202 East Center Street, P.O. Box 1387, Warsaw, Indiana 46581-1387
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 1-219-267-6144
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
COMMON
(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 12 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.[ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant, computed solely for the purposes of this requirement on the basis of
the book value at February 28, 1995, and assuming solely for the purposes of
this calculation that all Directors and executive officers of the Registrant are
"affiliates": $29,135,839.
Number of shares of common stock outstanding at February 28, 1995: 1,438,496
Cover page 1 of 2 pages
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in the Part of
10-K indicated:
Part Document
I, II & IV Lakeland Financial Corporation's Annual Report to
Shareholders for year ended December 31, 1994,
parts of which are incorporated into Parts I, II
and IV of this Form 10-K.
III Proxy statement mailed to Shareholders on March
16, 1995, which is incorporated into Part III of
this Form 10-K.
Cover page 2 of 2 pages
PART I.
ITEM 1. BUSINESS
The registrant was incorporated under the laws of the State of Indiana on
February 8, 1983. As used herein, the term "Registrant" refers to Lakeland
Financial Corporation or, if the context dictates, the Lakeland Financial
Corporation and its wholly owned subsidiary, Lake City Bank, Warsaw, Indiana.
General
Registrant's Business. The Registrant is a bank holding company as defined
in the Bank Holding Company Act of 1956, as amended. Registrant owns all of the
outstanding stock of Lake City Bank, Warsaw, Indiana, a full service commercial
bank organized under Indiana law (the "Bank"). Registrant conducts no business
except that incident to its ownership of the outstanding stock of the Bank and
the operation of the Bank.
The Bank's deposits are insured by the Federal Deposit Insurance
Corporation. The Bank's activities cover all phases of commercial banking,
including checking accounts, savings accounts, time deposits, the sale of
securities under agreements to repurchase, discount brokerage services,
commercial and agricultural lending, direct and indirect consumer lending, real
estate mortgage lending, safe deposit box service and trust services.
The Bank's main banking office is located at 202 East Center Street, Post
Office Box 1387, Warsaw, Indiana. As of December 31, 1994, the Bank had nine
branch offices and one drive-up facility in Kosciusko County, five branch
offices in Elkhart County, three branch offices in Wabash County, two branch
offices in Marshall County, two branch offices in Noble County, one branch
office in Whitley County, one branch office in LaGrange County and one branch
office and one drive-up facility in Fulton County. The Bank's operations center
is located at 113 East Market Street, Warsaw, Indiana.
Supervision and Regulation. The Registration is a bank holding company
within the meaning of the Bank Holding Company Act of 1956, as amended ("BHC
Act"). As a bank holding company, the registrant is required to file with the
Federal Reserve Board (the "FRB") annual reports and such additional information
as the FRB may require. The FRB may also make an examination or inspection of
the Registrant.
The BHC Act prohibits a bank holding company from engaging in, or acquiring
direct or indirect control of more than five percent of the voting shares of any
company engaged in non-banking activities. One of the principal exceptions to
this prohibition is for activities deemed by the FRB to be "closely relating to
banking". Under current regulations, bank holding companies and their
subsidiaries may engage in such bank related business ventures as consumer
finance, equipment leasing, computer service bureau and software operations and
mortgage banking.
The BHC Act also governs banking expansion by bank holding companies.
Before a bank holding company acquires more than five percent of the voting
shares of any other bank it must receive the prior written approval of the FRB
or its delegate. Furthermore, the BHC Act does not permit a bank holding company
to acquire a bank located outside the State of Indiana unless the acquisition is
specifically authorized by the laws of the State in which such bank is located.
The acquisition of banking subsidiaries by bank holding companies is
subject to the jurisdiction of, and requires the prior approval of, the Federal
Reserve, and for institutions resident in Indiana, the Indiana Department of
Financial Institutions. Bank holding companies located in Indiana are permitted
to acquire banking subsidiaries throughout the state, subject to limitations
based upon the percentage of total state deposits of the holding company's
subsidiary banks. Indiana law permits the Registrant to acquire banks, and be
acquired by bank holding companies, located in any state in the country which
permits reciprocal entry by Indiana bank holding companies.
The Registrant is an "affiliate" of the Bank within the meaning of Section
23A of the Federal Reserve Act (as made applicable to the Bank by the Federal
Deposit Insurance Act) and Indiana Code 28-1-18.1. As a result, the Bank is
restricted in making loans to, investments in, or loans secured by securities
of, the Registrant. The BHC Act also prohibits the Registrant and its
subsidiaries from imposing "tie-in" requirements in connection with extensions
of credit and other services.
Under the provisions of Indiana law, the registrant may not acquire more
than twenty-five percent of the voting stock in any banks other than the Bank
without the approval of the Indiana Department of Financial Institutions. In any
such event, the Registrant would be required to obtain the prior approval of the
FRB as described above to purchase interest of five percent or more in another
bank.
The Bank is under supervision of and subject to examination by the Indiana
Department of Financial Institutions and the Federal Deposit Insurance
Corporation. Regulation and examination by banking regulatory agencies are
primarily for the benefit of depositors and not shareholders.
The earnings of commercial banks are affected not only by general economic
conditions, but also by the policies of various governmental regulatory
authorities. In particular, the FRB regulates money and credit conditions and
interest rates in order to influence general economic conditions, primarily
through open-market operations in U.S. Government securities, the discount rate
on bank borrowing, setting the reserves that banks must maintain against certain
bank deposits and the regulation of interest rates payable by banks on certain
time and savings deposits. These policies have a significant effect on the
overall growth and distribution of bank loans, investments and deposits. They
influence interest rates charged on loans, earned on investments and paid for
time and savings deposits. FRB monetary policies have had significant effect on
the operating results of commercial banks in the past, and are expected to exert
similar influence in the future. The general effect, if any, of such policies
upon the future business and earnings of the Registrant and the Bank cannot be
reasonably predicted.
Material Changes and Business Developments
From the date of the Registrant's incorporation, February 8, 1983, until
October 31, 1983, the Registrant conducted no business and had no assets (except
nominal assets necessary to complete the acquisition of the Bank). The
Registrant has conducted no business since October 31, 1983, except that
incident to its ownership of the stock of the Bank, the collection of dividends
from the Bank, and the disbursement of dividends to the Registrant's
shareholders. During the period from 1985 to 1987, the Registrant owned all of
the outstanding shares of Lakeland Mortgage Corp., a mortgage lending and
servicing corporation doing business in Indiana. Lakeland Mortgage Corp.
discontinued business operations on December 15, 1987. The Registrant continued
to own all of the stock of Lakeland Mortgage Corp. until 1992, during which
year, Lakeland Mortgage Corp. was liquidated and all stock was redeemed.
Competition
The Bank was originally organized in 1872 and has continuously operated
under the laws of the State of Indiana since its organization. The Bank is a
full service bank providing both commercial and personal banking services. Bank
products offered include interest and noninterest bearing demand accounts,
savings and time deposit accounts, sale of securities under agreements to
repurchase, discount brokerage, commercial loans, mortgage loans, consumer
loans, letters of credit, and a wide range of trust services. The interest rates
for both deposits and loans, as well as the range of services provided, are
nearly the same for all banks competing within the Bank's service area.
The Bank's service area is described as all of Kosciusko, Elkhart, and
Wabash Counties and portions of St. Joseph, Marshall, Fulton, Miami, Huntington,
Whitley, Noble, and LaGrange Counties. Within this area the Bank competes with
20 other banks, 6 of which are larger than the Bank. Of the 14 which are smaller
than the Bank, 4 are members of Bank Holding Companies which are larger than the
Registrant. Eight of these institutions have home offices outside the Bank's
defined business area but operate branches within this area.
In addition to the banks located within its service area, the Bank also
competes with savings and loan associations, credit unions, farm credit
services, finance companies, personal loan companies, insurance companies, money
market funds, and other non-depository financial intermediaries. In addition,
financial intermediaries such as money market mutual funds and large retailers
are not subject to the same regulations and laws that govern the operation of
traditional depository institutions and accordingly may have an advantage in
competing for funds.
In addition to the banks within its service area, the Bank competes with
other major banks for the large commercial deposit and loan accounts. The Bank
is presently subject to an aggregate maximum loan limit to any single account in
the amount of $5,445,000 pursuant to Indiana law. This maximum prohibits the
Bank from providing a full range of banking services to those businesses or
personal accounts whose borrowing periodically exceed this amount. In order to
retain at least a portion of the bank business of these large borrowers, the
Bank maintains correspondent relationships with: Norwest Bank, Indiana, N.A.,
Fort Wayne, Indiana; NBD, N.A., Indianapolis, Indiana and Detroit, Michigan;
Northern Trust Company, Chicago, Illinois; Bank One, N.A., Indianapolis,
Indiana; and Mellon Bank, N.A., Pittsburgh, Pennsylvania. The Bank also
participates with local and other banks in the placement of large borrowings in
excess of its lending limit. The Bank is also a member of the Federal Home Loan
Bank of Indianapolis in order to broaden its mortgage lending and investment
activities and to provide additional funds, if necessary, to support these
activities.
Foreign Operations
The Bank has no investments with any foreign entity other than a nominal
demand deposit account which is maintained with a Canadian bank in order to
facilitate the clearing of checks drawn on banks located in that country. There
are no foreign loans.
Employees
At December 31, 1994, the Registrant, including its subsidiary corporation,
had approximately 278 full time equivalent employees. Benefit programs include a
pension plan, 401(k) plan, group medical insurance, group life insurance and
paid vacations. The bank is not a party to any collective bargaining agreement,
and employee relations are considered good.
Industry Segments
The Registrant and the Bank are engaged in a single industry and perform a
single service -- commercial banking. On the pages that follow are tables which
set forth selected statistical information relative to the business of the
Registrant.
(Intentionally Left Blank)
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
(in thousands of dollars)
1994 1993
-------------------------------- --------------------------------
Average Interest Average Interest
Balance Income Yield* Balance Income Yield*
---------- ---------- ---------- ---------- ---------- ----------
ASSETS
Earning assets:
Trading account investments $0 $0 0.00 % $72 $2 3.31 %
Loans:
Taxable ** 267,604 23,658 8.84 235,352 19,946 8.48
Tax Exempt * 3,787 413 10.91 5,114 529 10.34
Investments:
Taxable 149,049 8,842 5.79 100,507 6,459 6.43
Tax Exempt * 11,436 1,102 9.27 9,463 971 10.26
Short-term investment 3,551 152 4.28 3,111 93 2.96
Interest bearing deposits 98 3 3.06 3,116 92 2.97
--------- --------- --------- --------- --------- ---------
Total Earning Assets $435,525 $34,170 7.85 % $356,735 $28,092 7.87 %
========= =========
Nonearning assets:
Cash and due from banks 18,164 0 12,505 0
Premises and equipment 10,104 0 8,119 0
Other assets 7,508 0 8,308 0
Less: allowance for loan losses (4,417) 0 (3,419) 0
--------- --------- --------- ---------
Total assets $466,884 $34,170 $382,248 $28,092
========= ========= ========= =========
* Tax exempt income converted to fully taxable equivalent basis at a 34 percent tax rate for 1994 and 1993.
Tax equivalent rate for tax exempt loans and tax exempt securities acquired after January 1, 1983, includes
TEFRA adjustment applicable to nondeductible interest expenses. Investment yields for 1994 are based on
average balances excluding unrealized net gains or losses on securites available for sale. Nonaccrual loans
are included in the above analysis as earning assets - loans.
**Loan fees, which are immaterial in relation to total taxable loan interest income for the years ended
December 31, 1994, and 1993, are included as taxable loan interest income.
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (cont.)
(in thousands of dollars)
1993 1992
-------------------------------- --------------------------------
Average Interest Average Interest
Balance Income Yield* Balance Income Yield*
---------- ---------- ---------- ---------- ---------- ----------
ASSETS
Earning assets:
Trading account investments $72 $2 3.31 % $135 $14 10.37 %
Loans:
Taxable ** 235,352 19,946 8.48 207,569 18,762 9.04
Tax Exempt * 5,114 529 10.34 6,030 605 10.03
Investments:
Taxable 100,507 6,459 6.43 100,983 7,801 7.73
Tax Exempt * 9,463 971 10.26 6,959 722 10.37
Short-term investment 3,111 93 2.96 2,368 89 3.76
Interest bearing deposits 3,116 92 2.97 2,677 99 3.70
--------- --------- --------- --------- --------- ---------
Total earning assets $356,735 $28,092 7.87 % $326,721 $28,092 8.60 %
========= =========
Nonearning assets:
Cash and due from banks 12,505 0 10,722 0
Premises and equipment 8,119 0 7,070 0
Other assets 8,308 0 5,696 0
Less: allowance for loan losses (3,419) 0 (2,881) 0
--------- --------- --------- ---------
Total assets $382,248 $28,092 $347,328 $28,092
========= ========= ========= =========
* Tax exempt income converted to fully taxable equivalent basis at a 34 percent tax rate for 1993 and 1992.
Tax equivalent rate for tax exempt loans and tax exempt securities acquired after January 1, 1983, includes
TEFRA adjustment applicable to nondeductible interest expenses. Nonaccrual loans are included in the above
analysis as earning assets - loans.
**Loan fees, which are immaterial in relation to total taxable loan interest income for the years ended
December 31, 1993, and 1992, are included as taxable loan interest income.
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (cont.)
(in thousands of dollars)
1994 1993
-------------------------------- --------------------------------
Average Interest Average Interest
Balance Expense Rate Balance Expense Rate
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES AND STOCKHOLDERS'
EQUITY
Interest bearing liabilities
Savings deposits $55,855 $1,517 2.72 % $38,263 $1,059 2.77 %
Interest bearing checking accounts 58,945 1,394 2.36 54,197 1,380 2.55
Time deposits
In denominations under $100,000 148,251 6,837 4.61 128,520 6,074 4.73
In denominations over $100,000 54,389 2,360 4.34 42,458 1,588 3.74
Miscellaneous short-term borrowings 47,220 1,879 3.98 42,919 1,428 3.33
Long-term borrowings 15,806 900 5.69 8,677 493 5.68
Capital notes 0 0 0.00 0 0 0.00
--------- --------- --------- --------- --------- ---------
Total interest bearing liabilities $380,466 $14,887 3.91 % $315,034 $12,022 3.82 %
========= =========
Non-interest bearing liabilities
and stockholders' equity
Demand deposits 52,893 0 37,709 0
Other liabilities 4,606 0 3,847 0
Stockholders' equity 28,919 0 25,658 0
--------- --------- --------- ---------
Total liabilities and stock-
holders' equity $466,884 $14,887 3.19 % $382,248 $12,022 3.15 %
========= ========= ========= ========= ========= =========
Net interest differential - yield on average
daily earning assets $19,283 4.43 % $16,070 4.50 %
========= ========= ========= =========
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (cont.)
(in thousands of dollars)
1993 1992
-------------------------------- --------------------------------
Average Interest Average Interest
Balance Expense Rate Balance Expense Rate
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES AND STOCK-
HOLDERS' EQUITY
Interest bearing liabilities
Savings deposits $38,263 $1,059 2.77 % $27,493 $935 3.40 %
Interest bearing checking accounts 54,197 1,380 2.55 48,398 1,637 3.38
Time deposits
In denominations under $100,000 128,520 6,074 4.73 143,430 7,997 5.58
In denominations over $100,000 42,458 1,588 3.74 26,448 1,215 4.59
Miscellaneous short-term borrowings 42,919 1,428 3.33 45,031 1,836 4.08
Long-term borrowings 8,677 493 5.68 43 2 5.63
Capital notes 0 0 0.00 0 0 0.00
--------- --------- --------- --------- --------- ---------
Total interest bearing liabilities $315,034 $12,022 3.82 % $290,843 $13,622 4.68 %
========= =========
Non-interest bearing liabilities
and stockholders' equity
Demand deposits 37,709 0 31,503 0
Other liabilities 3,847 0 2,704 0
Stockholders' equity 25,658 0 22,278 0
--------- --------- --------- ---------
Total liabilities and stock-
holders' equity $382,248 $12,022 3.15 % $347,328 $13,622 3.92 %
========= ========= ========= ========= ========= =========
Net interest differential - yield on average
daily earning assets $16,070 4.50 % $14,470 4.43 %
========= ========= ========= =========
ANALYSIS OF CHANGES IN INTEREST DIFFERENTIALS
(Fully Taxable Equivalent Basis)
(in thousands of dollars)
YEAR ENDED DECEMBER 31,
1994 Over (under) 1993(1) 1993 Over (under) 1992(1)
-------------------------------- --------------------------------
Volume Rate Total Volume Rate Total
---------- ---------- ---------- ---------- ---------- ----------
INTEREST AND LOAN FEE INCOME(2)
Loans:
Taxable 2,823 889 3,712 2,404 (1,220) 1,184
Tax exempt (143) 27 (116) (94) 18 (76)
Investments:
Taxable 2,912 (529) 2,383 (36) (1,306) (1,342)
Tax exempt 193 (61) 132 257 (8) 249
Trading account investments (1) (1) (2) (5) (7) (12)
Short-term investment 14 45 59 24 (20) 4
Interest bearing deposits (100) 10 (90) 15 (22) (7)
--------- --------- --------- --------- --------- ---------
Total interest income $5,698 $380 $6,078 $2,565 ($2,565) $0
--------- --------- --------- --------- --------- ---------
INTEREST EXPENSE
Savings deposits 478 (20) 458 320 (196) 124
Interest bearing checking accounts 116 (102) 14 180 (437) (257)
Time deposits
In denominations under $100,000 914 (150) 764 (780) (1,143) (1,923)
In denominations over $100,000 492 280 772 631 (258) 373
Miscellaneous short-term borrowings 152 298 450 (82) (326) (408)
Long-term borrowings 406 1 407 490 1 491
--------- --------- --------- --------- --------- ---------
Total interest expense $2,558 $307 $2,865 $759 ($2,359) ($1,600)
--------- --------- --------- --------- --------- ---------
INCREASE (DECREASE) IN
INTEREST DIFFERENTIALS $3,140 $73 $3,213 $1,806 ($206) $1,600
========= ========= ========= ========= ========= =========
(1) The earning assets and interest bearing liabilities used to calculate interest differentials are based on
average daily balances for 1994, 1993 and 1992. The changes in volume represent "changes in volume times
rate". The changes in rate represent "changes in rate times old volume". The change in rate/volume were
also calculated by "change in rate times change in volume" and allocated consistently based upon the
relative absolute values of the changes in volume and changes in rate.
(2) Tax exempt income converted to fully taxable equivalent basis at a 34 percent tax rate for 1994, 1993 and
1992. Tax equivalent rate for tax exempt loans and tax exempt securities acquired after January 1, 1983,
includes TEFRA adjustment applicable to nondeductible interest expense.
ANALYSIS OF TRADING ACCOUNT SECURITIES
AND SECURITIES HELD FOR SALE
(in thousands of dollars)
The carrying value and the fair value of trading account securities and securities held for sale as of
December 31, 1994, 1993 and 1992 are as follows:
1994 1993 1992
--------------------- --------------------- ---------------------
Carrying Fair Carrying Fair Carrying Fair
Value Value Value Value Value Value
-------- -------- -------- -------- -------- --------
Part A: Trading account
Government agencies and corporations $0 $0 $0 $0 $0 $0
========= ========= ========= ========= ========= =========
Part B: Securities held for sale
U.S. Treasury $0 $0 $0 $0 $6,187 $6,397
Government agencies and corporations 0 0 0 0 4,274 4,379
Other securities 0 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Total securities held for sale $0 $0 $0 $0 $10,461 $10,776
========= ========= ========= ========= ========= =========
ANALYSIS OF SECURITIES
(in thousands of dollars)
The amortized cost and the fair value of securities as of December 31, 1994, 1993 and 1992 are as follows:
1994 1993 1992
--------------------- --------------------- ---------------------
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
-------- -------- -------- -------- -------- --------
Securities available for sale:
U.S. Treasury securities 26,960 25,916 29,701 30,446 0 0
Government agencies and corporations 1,000 1,000 0 0 0 0
Mortgage-backed securities 30,734 28,987 26,798 26,810 0 0
Obligations of state and political
subdivisions 887 933 882 975 0 0
Other securities 999 1,026 999 1,128 0 0
--------- --------- --------- --------- --------- ---------
Total debt securities available
for sale 60,580 57,862 58,380 59,359 0 0
Equity securities 1,760 1,738 1,774 1,774 0 0
--------- --------- --------- --------- --------- ---------
Total securities available for
sale 62,340 59,600 60,154 61,133 0 0
========= ========= ========= ========= ========= =========
Securities held to maturity:
U.S. Treasury securities 14,714 13,876 10,544 10,559 10,256 10,430
Government agencies and corporations 2,034 2,037 99 99 99 113
Mortgage-backed securities 78,781 73,673 77,085 77,067 69,826 69,898
Obligations of state and political
subdivisions 13,608 13,061 10,825 11,457 7,513 7,822
Other securities 1,015 1,076 1,017 1,195 2,023 2,023
--------- --------- --------- --------- --------- ---------
Total debt securities held to
maturity 110,152 103,723 99,570 100,377 89,717 90,286
Equity securities 0 0 0 0 1,774 1,774
--------- --------- --------- --------- --------- ---------
Total securities held to maturity 110,152 103,723 99,570 100,377 91,491 92,060
========= ========= ========= ========= ========= =========
* Equity securities include $1,724, $1,724 and $1,724 as of December 31, 1994, 1993 and 1992,
respectively, of the Federal Home Loan Bank of Indianapolis (FHLB) stock, The FHLB stock is
redeemable at par upon six months notice to FHLB.
ANALYSIS OF SECURITIES (cont.)
(Fully Tax Equivalent Basis)
(in thousands of dollars)
The maturity distribution (2) and weighted average yields (1) for debt securities portfolio at December 31, 1994 are
as follows:
After One After Five
Within Year Years Over
One Within Five Within Ten Ten
Year Years Years Years
---------- ---------- ---------- ----------
Securities available for sale:
U.S. Treasury securities
Book value 3,017 23,942 0 0
Yield 6.04 5.25
Government agencies and corporations
Book value 0 1,000 0 0
Yield 4.88
Mortgage-backed securities
Book value 0 30,734 0 0
Yield 5.32
Obligations of state and political
subdivisions
Book value 300 587 0 0
Yield 9.38 10.19
Other debt securities
Book value 0 1,000 0 0
Yield 7.91
--------- --------- --------- ---------
Total debt securities available for sale:
Book value 3,317 57,263 0 0
Yield 6.34 5.41
========= ========= ========= =========
Securities held to maturity:
U.S. Treasury securities
Book value 0 14,714 0 0
Yield 4.92
Government agencies and corporations
Book value 0 2,034 0 0
Yield 8.75
Mortgage-backed securities
Book value 857 55,012 18,303 4,609
Yield 12.53 5.87 6.68 6.82
Obligations of state and political
subdivisions
Book value 342 284 2,371 10,611
Yield 9.77 6.38 11.16 7.88
Other debt securities
Book value 0 0 1,015 0
Yield 10.36
--------- --------- --------- ---------
Total debt securities held to maturity:
Book value 1,199 72,044 21,689 15,220
Yield 11.74 5.71 7.23 7.50
========= ========= ========= =========
(1) Tax exempt income converted to a fully taxable equivalent basis at a 34% rate.
(2) The maturity distribution of mortgage-backed securities is based upon anticipated payments as computed by
using the historic average repayment speed from date of issue.
(3) There are no investments in securities of any one issuer that exceed 10% of stockholders' equity.
Equity investments of $1,760 include $1,724 of stock of the Federal Home Loan Bank of Indianapolis (FHLB). The
stock is redeemable at par upon presentation of a six month notice of withdrawal to the FHLB. Dividends are declared
and paid as of the last day of each calendar quarter at the sole discretion of the Board of Directors of the FHLB.
During 1994, the Registrant received dividends amounting to $99 for an average annualized yield of 5.74%.
ANALYSIS OF LOAN PORTFOLIO
Analysis of Loans Outstanding
(in thousands of dollars)
The Registrant segregates its loan portfolio into four basic segments: commercial (including agri-
business and agricultural loans), real estate mortgages, installment and credit cards (including personal
line of credit loans). The loan portfolio as of December 31, 1994, 1993, 1992, 1991 and 1990 is as
follows:
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
Commercial loans:
Taxable $173,325 $144,274 $128,268 $97,510 $86,788
Tax exempt 3,207 4,501 5,594 6,521 5,722
Total commercial loans $176,532 $148,775 $133,862 $104,031 $92,510
Real estate mortgage loans 47,296 49,816 50,413 50,697 36,976
Installment loans 48,228 46,914 36,111 33,312 32,676
Credit card and line of credit loans 15,900 14,680 13,816 11,986 10,222
--------- --------- --------- --------- ---------
Total loans $287,956 $260,185 $234,202 $200,026 $172,384
Less allowance for loan losses 4,866 4,010 3,095 2,612 1,777
--------- --------- --------- --------- ---------
Net loans $283,090 $256,175 $231,107 $197,414 $170,607
========= ========= ========= ========= =========
The real estate mortgage loan portfolio includes construction loans totaling $426, $223, $1,164, $885 and
$380 as of December 31, 1994, 1993, 1992, 1991 and 1990, respectively. Installment loans are net of unearned
discount of $34, $151, $0, $0 and $0 as of December 31, 1994, 1993, 1992, 1991 and 1990 respectively. The
above loan classifications are based on the nature of the loans as of the loan origination date, and are
independent as to the use of the funds by the borrower. There are no foreign loans included in the above
analysis.
ANALYSIS OF LOAN PORTFOLIO (cont.)
Analysis of Loans Outstanding (cont.)
(in thousands of dollars)
Repricing opportunities of the loan portfolio occur either according to predetermined adjustable rate
schedules included in the related loan agreements or upon scheduled maturity of each principal payment. The
following table indicated the rate sensitivity of the loan portfolio as of December 31, 1994. The table
includes the real estate loans held for sale and assumes these loans will not be sold during the various
time horizons.
Credit Card
Real and Line
Commercial Estate Installment of Credit Total Percent
---------- -------- ----------- ---------- -------- --------
Immediately adjustable interest rates
or original maturity of one day $145,470 $1,876 $3,107 $13,086 $163,539 56.8 %
Other within one year 2,989 22,356 19,900 0 45,245 15.7
After one year, within five years 20,904 16,449 24,539 2,814 64,706 22.4
Over five years 7,169 6,772 682 0 14,623 5.1
Nonaccrual loans 0 18 0 0 18 0.0
--------- --------- --------- --------- --------- ---------
Total loans $176,532 $47,471 $48,228 $15,900 $288,131 100.0 %
========= ========= ========= ========= ========= =========
A portion of the Bank's loans are short-term maturities. At maturity, credits are reviewed, and if renewed,
are renewed at rates and conditions that prevail at the time of maturity.
Loans due after one year which have a predetermined interest rate and loans due after one year which have
floating or adjustable interest rates as of December 31, 1994 amounted to $68,963 and $94,159 respectively.
ANALYSIS OF LOAN PORTFOLIO (cont.)
Review of Nonperforming Loans
(in thousands of dollars)
The following is a summary of nonperforming loans as of December 31, 1994, 1993, 1992, 1991 and 1990.
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
PART A - PAST DUE ACCRUING LOANS (90 DAYS OR MORE)
Real estate mortgage loans $0 $1 $79 $27 $56
Commercial and industrial loans 16 315 100 1,127 1,149
Loans to individuals for household,
family and other personal expenditures 19 346 42 55 97
Loans to finance agriculture production
and other loans to farmers 0 0 0 0 0
--------- --------- --------- --------- ---------
Total past due loans $35 $662 $221 $1,209 $1,302
--------- --------- --------- --------- ---------
PART B - NONACCRUAL LOANS
Real estate mortgage loans $18 $0 $0 $22 $62
Commercial and industrial loans 0 0 0 198 957
Loans to individuals for household,
family and other personal expenditures 0 0 0 5 15
Loans to finance agriculture production
and other loans to farmers 0 0 0 628 0
--------- --------- --------- --------- ---------
Total nonaccrual loans $18 $0 $0 $853 $1,034
--------- --------- --------- --------- ---------
PART C - TROUBLED DEBT RESTRUCTURED LOANS $1,406 $0 $86 $4 $5
--------- --------- --------- --------- ---------
Total nonperforming loans $1,459 $662 $307 $2,066 $2,341
========= ========= ========= ========= =========
Nonearning assets of the Corporation include nonaccrual loans (as indicated above), nonaccrual investments,
other real estate, and repossessions which amounted to $815 at December 31, 1994.
ANALYSIS OF LOAN PORTFOLIO (cont.)
Comments Regarding Nonperforming Assets
PART A - CONSUMER LOANS
Consumer installment loans, except those loans that are secured by
real estate, are not placed on a nonaccrual status since these loans are
charged off when they have been delinquent from 90 to 180 days, and when
the related collateral, if any, is not sufficient to offset the
indebtedness. Advances under Mastercard and Visa programs, as well as
advances under all other consumer lines of credit programs, are charged off
when collection appears doubtful.
PART B - NONPERFORMING LOANS
When a loan is classified as a nonaccrual loan, interest on the loan
is no longer accrued and all accrued interest receivable is charged off. It
is the policy of the Bank that all unsecured loans (i.e. loans for which
the collateral is insufficient to cover all principal and accrued interest)
will be reclassified as nonperforming loans to the extent they are
unsecured, on or before the loan becomes 90 days delinquent. Thereafter,
interest is recognized and included in income only when received.
As of December 31, 1994, loans totaling $18,000 were on nonaccrual
status.
PART C - TROUBLED DEBT RESTRUCTURED LOANS
Loans renegotiated as troubled debt restructuring are those loans for
which either the contractual interest rate has been reduced and/or other
concessions are granted to the borrower because of a deterioration in the
financial condition of the borrower which results in the inability of the
borrower to meet the terms of the loan.
Loans renegotiated as troubled debt restructuring totaled $1,406,000
as of December 31, 1994. Interest income of $82,000 was recognized in 1994.
Had these loans been performing under the original contract terms, an
additional $31,000 would have been reflected in interest income during
1994. The Bank is not committed to lend additional funds to debtors whose
loans have been modified.
PART D - OTHER NONPERFORMING ASSETS
The Bank will adopt SFAS No. 114 and SFAS No. 118 at January 1, 1995.
Under these standards, loans considered to be impaired are reduced to the
present value of future cash flows or to the fair value of collateral, by
allocating a portion of the allowance for loan losses to such loans. If
these allocations cause the allowance for loan losses to require an
increase, such increase is reported as bad debt expense. The effect of
adopting these accounting standards on January 1, 1995 will be immaterial.
The management of the Bank is of the opinion that there are no
significant foreseeable losses relating to substandard or nonperforming
assets, except as discussed above.
PART E - LOAN CONCENTRATIONS
There were no loan concentrations within industries which exceeded ten
percent of total assets. It is estimated that over 98% of all the Bank's
commercial, industrial, agri-business and agricultural real estate
mortgage, real estate construction mortgage and consumer loans are made
within its basic trade area.
Basis For Determining Allowance For
Loan Losses
Management is charged with the responsibility of determining the
adequacy of the allowance for loan losses. This responsibility is fulfilled
by management in the following ways:
1. Management reviews the larger individual loans for unfavorable
collectibility factors and assesses the requirement for specific reserves
on such credits. For those loans not subject to specific reviews,
management reviews previous loan loss experience to establish historical
ratios and trends in charge-offs by loan category. The ratios of net
charge-offs to particular types of loans enable management to estimate
charge-offs in future periods by loan category and thereby establish
appropriate reserves for loans not specifically reviewed.
2. Management reviews the current and anticipated economic
conditions of its lending market to determine the effects on future loan
charge-offs by loan category, in addition to the effects on the loan
portfolio as a whole.
3. Management reviews delinquent loan reports to determine risk of
future loan charge-offs. High delinquencies are generally indicative of an
increase in future loan charge-offs.
Based upon the above described policy and objectives, $795,000,
$790,000 and $1,340,000 were charged to the provision for loan losses and
added to the allowance for loan losses in 1994, 1993 and 1992,
respectively.
The allocation of the allowance for loan losses to the various lending
areas is performed by management in relation to perceived exposure to loss
in the various loan portfolios. However, the allowance for loan losses is
available in its entirety to absorb losses in any particular loan category.
(Intentionally Left Blank)
ANALYSIS OF LOAN PORTFOLIO (cont.)
Summary of Loan Loss
(in thousands of dollars)
Following is a summary of the loan loss experience for the years ended December 31, 1994, 1993, 1992, 1991,
and 1990.
1994 1993 1992 1991 1990
--------- --------- --------- --------- ---------
Amount of loans outstanding, December 31, $287,956 $260,185 $234,202 $200,026 $172,384
========= ========= ========= ========= =========
Average daily loans outstanding during the
year ended December 31, $271,391 $240,466 $213,599 $178,619 $161,153
========= ========= ========= ========= =========
Allowance for loan losses, January 1, $4,010 $3,095 $2,612 $1,777 $1,724
--------- --------- --------- --------- ---------
Loans charged off
Commercial $27 $99 $446 $1,016 $194
Real Estate 0 4 258 20 24
Installment 93 97 217 221 224
Credit cards and personal credit lines 15 28 39 66 28
--------- --------- --------- --------- ---------
Total loans charged off $135 $228 $960 $1,323 $470
--------- --------- --------- --------- ---------
Recoveries of loans previously charged off
Commercial $107 $40 $11 $18 $76
Real Estate 1 1 0 0 0
Installment 81 56 85 106 80
Credit cards and personal credit lines 7 6 7 5 7
--------- --------- --------- --------- ---------
Total recoveries $196 $103 $103 $129 $163
--------- --------- --------- --------- ---------
Net loans charged off ($61) $125 $857 $1,194 $307
Purchase loan adjustment 0 250 0 59 0
Provision for loan loss charged to expense 795 790 1,340 1,970 360
Balance December 31, $4,866 $4,010 $3,095 $2,612 $1,777
========= ========= ========= ========= =========
Ratio of net charge-offs during the period to
average daily loans outstanding
Commercial (0.03%) 0.02% 0.20% 0.56% 0.07%
Real Estate 0.00% 0.00% 0.12% 0.01% 0.02%
Installment 0.01% 0.02% 0.06% 0.07% 0.09%
Credit cards and personal credit lines 0.00% 0.01% 0.03% 0.03% 0.01%
--------- --------- --------- --------- ---------
Total (0.02%) 0.05% 0.40% 0.67% 0.19%
========= ========= ========= ========= =========
ANALYSIS OF LOAN PORTFOLIO (cont.)
Allocation of Allowance for Loan Losses
(in thousands of dollars)
The following is a summary of the allocation for loan losses as of December 31, 1994, 1993, 1992, 1991
and 1990.
1994 1993 1992
--------------------- --------------------- ---------------------
Allowance Loans as Allowance Loans as Allowance Loans as
For Percentage For Percentage For Percentage
Loan of Gross Loan of Gross Loan of Gross
Losses Loans Losses Loans Losses Loans
--------- --------- --------- --------- --------- ---------
Allocated allowance for loan losses
Commercial $665 61.31 $1,120 57.18 $864 57.16
Real Estate 95 16.42 108 19.15 105 21.52
Installment 311 16.75 302 18.04 230 15.42
Credit cards and personal credit
lines 101 5.52 95 5.63 87 5.90
--------- --------- --------- --------- --------- ---------
Total allocated allowance for loan
losses $1,172 100.00 $1,625 100.00 $1,286 100.00
========= ========= =========
Unallocated allowance for loan
losses 3,694 2,385 1,809
--------- --------- ---------
Total allowance for loan losses $4,866 $4,010 $3,095
========= ========= =========
1991 1990
--------------------- ---------------------
Allowance Loans as Allowance Loans as
For Percentage For Percentage
Loan of Gross Loan of Gross
Losses Loans Losses Loans
--------- --------- --------- ---------
Allocated allowance for loan losses
Commercial $1,168 52.01 $880 53.67
Real Estate 90 25.35 71 21.45
Installment 214 16.65 214 18.95
Credit cards and personal credit
lines 76 5.99 64 5.93
--------- --------- --------- ---------
Total allocated allowance for loan
losses $1,548 100.00 $1,229 100.00
========= =========
Unallocated allowance for loan
losses 1,064 548
--------- ---------
Total allowance for loan losses $2,612 $1,777
========= =========
ANALYSIS OF DEPOSITS
(in thousands of dollars)
The average daily deposits for the years ended December 31, 1994, 1993 and 1992, and the average rates paid
on those deposits are summarized in the following table:
1994 1993 1992
--------------------- --------------------- ---------------------
Average Average Average Average Average Average
Daily Rate Daily Rate Daily Rate
Balance Paid Balance Paid Balance Paid
--------- --------- --------- --------- --------- ---------
Demand deposits $52,893 0.00 $37,709 0.00 $31,503 0.00
Savings accounts:
Regular savings 55,855 2.72 38,263 2.77 27,493 3.40
Interest checking 58,945 2.36 54,197 2.55 48,398 3.38
Time deposits:
Deposits of $100,000 or more 54,389 4.34 42,458 3.74 26,448 4.59
Other time deposits 148,251 4.61 128,520 4.73 143,430 5.58
--------- --------- --------- --------- --------- ---------
Total deposits $370,333 3.27 $301,147 3.35 $277,272 4.25
========= ========= ========= ========= ========= =========
As of December 31, 1994, time certificates of deposit in denominations of $100,000 or more will mature as
follows:
Within three months $32,380
Over three months, within six months 13,274
Over six months, within twelve months 6,151
Over twelve months 4,954
---------
Total time certificates of deposit in
denominations of $100,000 or more $56,759
=========
RETURN ON EQUITY AND ASSETS
The rates of return on average daily assets and stockholders' equity, the dividend payout ratio, and the
average daily stockholders' equity to average daily assets for the years ended December 31, 1994, 1993
and 1992 are as follows:
1994 1993 1992
---------- ---------- ----------
Percent of net income to:
Average daily total assets 1.10 1.11 0.97
Average daily stockholders' equity 17.73 16.51 15.08
Percentage of dividends declared per
common share to net income per
weighted average number of common
shares outstanding (1,438,496
shares in 1994, 1993 and 1992)* 16.57 17.01 17.79
Percentage of average daily
stockholders' equity to average
daily total assets 6.19 6.71 6.41
* Data adjusted for 10 percent stock dividend paid as of July 31, 1992.
SHORT-TERM BORROWINGS
The following is a schedule of statistical information relating to securities sold under agreement to
repurchase which are secured by either U.S. Government agency securities or mortgage-backed securities
classified as other debt securities and maturing within one year. There were no other categories of
short-term borrowings for which the average balance outstanding during the period was 30 percent or
more of stockholders' equity at the end of the period.
1994 1993 1992
---------- ---------- ----------
Outstanding at year end $41,750 $29,372 $31,058
Approximate average interest rate at
year end 5.11 3.22 3.54
Highest amount outstanding as of any
month end during the year $50,460 $42,485 $46,475
Approximate average outstanding
during the year $42,584 $38,299 $38,122
Approximate average interest rate
during the year 3.96 3.34 4.19
Securities sold under agreement to repurchase include both transactions initiated by the investment division
of the Bank, as well as the automatic borrowings from selected demand deposit customers who had excess
balances in their accounts.
ITEM 2. Properties
The Bank conducts its operations from its main operations offices
located in Warsaw, as well as branch offices in Warsaw (West), Warsaw
(East), Winona Lake, Silver Lake, North Webster, Syracuse, Milford,
Pierceton, Wabash (North), Wabash (South), Roann, Mentone, Akron, Nappanee,
Goshen, Goshen (South), Columbia City, Argos, Bremen, Elkhart, Elkhart
(East), Cromwell, Ligonier, and Shipshewana. In addition, the Bank operates
a remote ATM in Warsaw. The facilities are described in the following
table:
[Intentionally Left Blank]
Retail Commercial Drive- Parking ATM Year of Type of
Office Location Banking Banking Up Construction Construction
Main Office - 202 Yes Yes No Yes Yes 1961 with Two story with
East Center St., second story basement
Warsaw, IN added in 1972 construction
Downtown Drive-Up No No Yes No No 1980 Frame
- East Center St., construction
Warsaw, IN with brick
veneer
Warsaw - East - Yes Yes Yes Yes Yes 1990 Frame
3601 Commerce Dr., construction
Warsaw, IN with brick
veneer
Warsaw - West - Yes Yes Yes Yes Yes 1972 Frame
1221 West Lake construction
St., Warsaw, IN with brick
veneer
Winona Lake - 99 Yes Yes Yes Yes No 1965 Frame
Chestnut, Winona construction
Lake, IN with brick
veneer
Mentone - 202 East Yes Yes Yes Yes No 1946 and Block
Main St., Mentone, completely construction
IN remodeled in with brick
1983 veneer
Milford - Indiana Yes Yes Yes Yes No Year of Block
State Road 15 construction construction
North, Milford, IN unknown,
remodeled in
1984
North Webster - Yes Yes Yes Yes Yes 1974 Frame
Indiana State Road construction
13 North, North with brick
Webster, IN veneer
Pierceton - 202 Yes Yes Yes Yes No 1984 Frame
South First St., construction
Pierceton, IN with brick
veneer
Silver Lake - Main Yes Yes No No No Year of Brick
Street, Silver construction construction
Lake, IN unknown,
acquired in
1966
Syracuse - Indiana Yes Yes Yes Yes Yes 1982 Frame
State Road 13 construction
South, Syracuse, with brick
IN veneer
Wabash North - Yes Yes Yes Yes Yes 1989 Frame
1004 North Cass construction
St., Wabash, IN with brick
veneer
Wabash South - Yes Yes Yes Yes No 1983 Frame
1940 South Wabash construction
St., Wabash, IN with brick
veneer
Roann - 110 Yes Yes Yes Yes No Year of Frame and brick
Chippewa St., construction construction
Roann, IN unknown,
remodeled in
1981
Akron - 102 East Yes Yes Yes No No Year of Brick
Rochester, Akron, construction construction
IN unknown,
remodeled
1990, drive-
thru added in
1993
Argos - 100 North Yes Yes Yes Yes Yes 1964 Limestone
Michigan, Agros, construction
IN
Bremen - 1600 Yes Yes Yes Yes Yes 1977 Frame
Indiana State Road construction
331, Bremen, IN with brick
veneer
Columbia City - Yes Yes Yes Yes Yes Year of Frame
507 North Main construction construction
St., Columbia unknown,
City, IN remodeled
1990
Goshen Downtown - Yes Yes No No No 1924 Limestone
102 North Main construction
St., Goshen, IN
Goshen South - Yes Yes Yes Yes Yes 1992 Frame
2513 South Main construction
St., Goshen, IN with brick
veneer
Nappanee - 202 Yes Yes Yes Yes Yes 1980 Frame
West Market St., construction
Nappanee, IN with brick
veneer
Free-standing ATM No No No Yes Yes 1985 Frame enclosure
- 2101 East Center
St., Warsaw, IN
Elkhart - 862 East Yes Yes Yes Yes Yes 1993 Frame
Beardsley St., construction
Elkhart, IN with brick
veneer
Cromwell - 111 Yes Yes Yes Yes No 1970 Frame
North Jefferson construction
St., Cromwell, IN with brick
veneer
Ligonier - 1470 Yes Yes Yes Yes Yes 1974 Frame
U.S. Highway 33 construction
South, Ligonier, with brick
IN veneer
Elkhart East- Yes Yes Yes Yes Yes 1994 Frame
22050 State Road construction
120, with brick
Elkhart, IN veneer
Shipshewana Yes Yes Yes Yes Yes 1985, Frame
895 North Van remodeled construction
Buren St., in 1994 with brick
Shipshewana, IN veneer
The Bank leases from third parties the real estate and buildings upon
which its branch offices in Milford and Akron are located. In addition, the
Bank leases the real estate upon which it constructed its Wabash North
branch office and its free-standing ATM facility in Warsaw. All of the
other branch facilities are owned by the Bank. Other physical assets owned
by the Bank include the property located at 110 South High Street, Warsaw,
Indiana, which is unoccupied, parking lots in downtown Warsaw for the use
and convenience of the Bank's employees and customers, as well as the
leasehold improvements, equipment, furniture and fixtures necessary and
appropriate to operate the foregoing banking facilities.
The Bank also owns a 15,000 square foot Operations Center located at
113 East Market Street, Warsaw, Indiana, which it uses for office and
computer facilities. This facility was acquired and extensively remodeled
in 1984. The Bank also leases from third parties facilities in downtown
Warsaw for the storage of supplies and for employee training.
None of the Bank's assets are the subject of any material
encumbrances.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings other than ordinary
routine litigation incidental to the business to which the Registrant of
the Bank are a party or of which any of their property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders from October 1,
1992 to December 31, 1994
(Intentionally Left Blank)
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
Information relating to the principal market for and the prices of the
Registrant's common stock, and information as to dividends declared by the
Registrant, are contained under the caption "Stock and Dividend
Information" in the 1994 Annual Report and are incorporated herein by
reference in response to this item. On December 31, 1994, the Registrant
had 738 shareholders, including those employees who participate in the
Registrant's 401(K) plan.
ITEM 6. SELECTED FINANCIAL DATA
A five year consolidated financial summary, containing the required
selected financial data, appears under the caption "Selected Financial
Data" in the 1994 Annual Report and is incorporated herein by reference in
response to this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and
Results of Operations appears under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the 1994
Annual Report and is incorporated herein by reference in response to this
item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements appear in the 1994
Annual Report and are incorporated herein by reference in response to this
item.
Consolidated Balance Sheets at December 31, 1994 and 1993.
Consolidated Statements of Income for the years ended December 31, 1994,
1993 and 1992.
Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Cash Flows for the years ended December 31,
1994, 1993 and 1992.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information appearing in the Registrant's definitive Proxy
Statement dated March 16, 1995, is incorporated herein by reference in
response to this item.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing in the Registrant's definitive Proxy
Statement dated March 16, 1995, is incorporated herein by reference in
response to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing in the Registrant's definitive Proxy
Statement dated March 16, 1995, is incorporated herein by reference in
response to this item.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing in the Registrant's definitive Proxy
Statement dated March 16, 1995, is incorporated herein by reference in
response to this item.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The documents listed below are filed as a part of this report:
(1) Financial Statements.
The following financial statements of the Registrant and its
subsidiaries appear in the 1994 Annual Report and are specifically
incorporated by reference under Item 8 of this Form 10-K, or are a part of
this Form 10-K.
Reference
1994 Annual
Form 10-K Report
Consolidated Balance Sheets at December 31,
1994 and 1993. X
Consolidated Statements of Income for the
years ended December 31, 1994, 1993 and 1992. X
Consolidated Statements of Changes in
Stockholders' Equity for the years ended
December 31, 1994, 1993 and 1992. X
Consolidated Statements of Cash Flows for the
years ended December 31, 1994, 1993 and 1992. X
Notes to Consolidated Financial Statements. X
Report of Independent Auditors. X
(2) Financial Statement Schedules
The financial statement schedules of the Registrant and its subsidiary
have been omitted because of the absence of conditions under which they are
required or because the required information is given in the financial
statements or notes thereto.
[Intentionally Left Blank]
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: March 14, 1995 By R. Douglas Grant
(R. Douglas Grant) President
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.
Date: March 14, 1995 R. Douglas Grant
(R. Douglas Grant) Principal Executive
Officer and Director
Date: March 14, 1995 Terry M. White
(Terry M. White) Principal Financial and
Accounting Officer
Date: March 14, 1995 Anna K. Duffin
(Anna K. Duffin) Director
Date:
(W.E. Creighton) Director
Date: March 14, 1995 Jerry L. Helvey
(Jerry L. Helvey) Director
Date: March 14, 1995 Homer A. Kent
(Dr. Homer A. Kent) Director
Date:
(J. Alan Morgan) Director
Date: March 14, 1995 Richard L. Pletcher
(Richard L. Pletcher) Director
Date:
(Joseph P. Prout) Director
Date: March 14, 1995 Philip G. Spear
(Philip G. Spear) Director
Date: March 16, 1995 Terry L. Tucker
(Terry L. Tucker) Director
Date:
(G.L. White) Director
Date: March 20, 1995 L. Craig Fulmer
(L. Craig Fulmer) Director
EXHIBIT INDEX
The following Exhibits are filed as part of this Report and not
incorporated by reference from another document:
Exhibit 13 - 1994 Report to Shareholders with Report of Independent
Auditors.
Exhibit 22 - Subsidiaries
Exhibit 27 - Financial Data Schedules
EXHIBIT 13
1994 Report to Shareholders with Report of Independent Auditors.
EXHIBIT 22
Subsidiaries. The Registrant has one wholly owned subsidiary, Lake City
Bank, Warsaw, Indiana, a banking corporation organized under the laws of
the State of Indiana.