UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____________ to ____________________ 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 - ------------------- ----------------------------------------- Common The Nasdaq Stock Market's National Market Preferred Securities of Lakeland Capital Trust The Nasdaq Stock Market's National Market Securities registered pursuant to Section 12(g) of the Act: None 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 Nasdaq closing value at February 28, 1998, and assuming solely for the purposes of this calculation that all Directors and executive officers of the Registrant are "affiliates": $124,705,335. Number of shares of common stock outstanding at February 20, 1998: 2,899,495 Cover page 1 of 2 pages DOCUMENTS INCORPORATED BY REFERENCE ----------------------------------- Portions of the following documents are incorporated by reference in the Parts of the 10-K indicated: Part Document ---- -------- I, II & IV Lakeland Financial Corporation's Annual Report to Shareholders for year ended December 31, 1997, 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, 1998, 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 terms "Registrant" and "Company" refer to Lakeland Financial Corporation or, if the context dictates, the Lakeland Financial Corporation and its wholly-owned subsidiaries, Lake City Bank, Warsaw, Indiana, and Lakeland Capital Trust, 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"), and Lakeland Capital Trust, a statutory business trust formed under Delaware law (Lakeland Trust). 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, Warsaw, Indiana. As of December 31, 1997, the Bank had nine branch offices and one drive-up facility in Kosciusko County, nine branch offices in Elkhart County, five branch offices in Noble County, three branch offices in Wabash County, two branch offices in LaGrange County, two branch offices in Marshall County, two branch offices in St. Joseph County, two branch offices and one drive-up facility in Fulton County, one branch office in Cass County, one branch office in Huntington County, one branch office in Pulaski County and one branch office in Whitley County. The Bank's operations center is located at 113 East Market Street, Warsaw, Indiana. SUPERVISION AND REGULATION. The Company and the Bank are extensively regulated under federal and state law. These laws and regulations are intended to protect depositors, not shareholders. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. Any change in applicable laws or regulations may have a material effect on the business and prospects of the Company, and the operations of the Company may be affected by legislative changes and by the policies of various regulatory authorities. The Company is unable to predict the nature or the extent of the effects on its business and earnings that fiscal or monetary policies, economic controls or new federal or state legislation may have in the future. The Company is a registered bank holding company under the Bank Holding Company Act of 1956, as amended ("BHCA"), and, as such, is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Company is required to file annual reports with the Federal Reserve and to provide the Federal Reserve such additional information as it may require. The Bank, as an Indiana state bank, is supervised by the Indiana Department of Financial Institutions (the "DFI") and the Federal Deposit Insurance Corporation ("FDIC"). As such, the Bank is regularly examined by, and is subject to regulations promulgated by, the DFI and the FDIC. 1 Recent and Pending Legislation The enactment of the legislation described below has significantly affected the banking industry generally and will have an ongoing effect on the Company and the Bank in the future. Financial Institutions Reform, Recovery, and Enforcement Act of 1989. The Financial Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") reorganized and reformed the regulatory structure applicable to financial institutions generally. FIRREA, among other things, enhanced the supervisory and enforcement powers for the federal bank regulatory agencies, required insured financial institutions to guaranty repayment of losses incurred by the FDIC in connection with the failure of an affiliated financial institution, required financial institutions to provide their primary federal regulator with notice (under certain circumstances) of changes in senior management and broadened authority for bank holding companies to acquire savings institutions. Under FIRREA, federal banking regulators have greater flexibility to bring enforcement actions against insured institutions and institution-affiliated parties, including cease and desist orders, prohibition orders, civil money penalties, termination of insurance and the imposition of operating restrictions and capital plan requirements. These enforcement actions, in general, may be initiated for violations of laws and regulations and unsafe or unsound practices. FIRREA also requires, except under certain circumstances, public disclosure of final enforcement actions by the federal banking agencies. The Federal Deposit Insurance Corporation Improvement Act of 1991. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was adopted to recapitalize the FDIC's Bank Insurance Fund ("BIF"), which in general insures the deposits of commercial banks such as the Bank, and imposes certain supervisory and regulatory reforms on insured depository institutions. FDICIA includes provisions, among others, to (i) increase the FDIC's line of credit with the U.S. Treasury in order to provide the FDIC with additional funds to cover the losses of federally insured banks, (ii) reform the deposit insurance system, including the implementation of risk-based deposit insurance premiums, (iii) establish a format for closer monitoring of financial institutions to enable prompt corrective action by banking regulators when a financial institution begins to experience financial difficulty and create five capital levels for financial institutions ("well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized") that would impose more scrutiny and restrictions on less capitalized institutions, (iv) require the federal banking regulators to set operational and managerial standards for all insured depository institutions and their holding companies, including limits on excessive compensation to executive officers, directors, employees and principal shareholders, and establish standards for loans secured by real estate, (v) adopt certain accounting reforms, including the authority of banking regulators to require independent audits of banks and thrifts, and require on-site examinations of federally insured institutions within specified timeframes, (vi) revise risk-based capital standards to ensure that they (a) take adequate account of interest-rate changes, concentration of credit risk and the risks of nontraditional activities, and (b) reflect the actual performance and expected risk of loss of multi-family mortgages, and (vii) restrict state-chartered banks from engaging in activities not permitted for national banks unless they are adequately capitalized and have FDIC approval. FDICIA also permits the FDIC to make special assessments on insured depository institutions, in amounts determined by the FDIC to be necessary to give it adequate assessment income to repay amounts borrowed from the U.S. Treasury and other sources or for any other purpose the FDIC deems necessary and grants authority to the FDIC to establish semiannual assessment rates on financial institutions that are members of either the BIF or the Savings Association Insurance Fund ("SAIF"), which in general insures the deposits of thrifts, in order to maintain these funds at the designated reserve ratios. 2 FDICIA also contained the Truth in Savings Act, which requires clear and uniform disclosure of the rates of interest payable on deposit accounts by depository institutions, and the fees assessable against deposit accounts, so that consumers can make a meaningful comparison between the competing claims of financial institutions with regard to deposit accounts and products. Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994. Congress enacted the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Act") in September 1994. Beginning in September 1995, bank holding companies have the right to expand, by acquiring existing banks, into all states, even those which had theretofore restricted entry. The legislation also provides that holding companies have the right, starting on June 1, 1997, to convert the banks that they own in different states to branches of a single bank. A state was permitted to "opt out" of this law but was not permitted to "opt out" of the law allowing bank holding companies from other states to enter the state. A state may also determine, at its option, to permit interstate branching through the establishment of de novo branches by out-of-state banks. The State of Indiana did not "opt out" of the interstate branching provisions of the Interstate Act and has authorized the establishment of de novo branches of out-of-state banks. The Interstate Act also establishes limits on acquisitions by large banking organizations by providing that no acquisition may be undertaken if it would result in the organization having deposits exceeding either 10% of all bank deposits in the United States or 30% of the bank deposits in the state in which the acquisition would occur. Economic Growth and Regulatory Paperwork Reduction Act of 1996. The Economic Growth and Regulatory Paperwork Reduction Act of 1996 (the "EGRPRA") was signed into law on September 30, 1996. EGRPRA streamlined the non-banking activities application process for well-capitalized and well-managed bank holding companies. Under EGRPRA, qualified bank holding companies may commence a regulatorily approved non-banking activity without prior notice to the Federal Reserve; written notice is required within 10 days after commencing the activity. Under EGRPRA, the prior notice period is reduced to 12 days in the event of any non-banking acquisition or share purchase, assuming the size of the acquisition does not exceed 10% of risk-weighted assets of the acquiring bank holding company and the consideration does not exceed 15% of Tier 1 capital. EGRPRA also provided for the recapitalization of the SAIF in order to bring it into parity with the BIF. Pending Legislation. Because of concerns relating to competitiveness and the safety and soundness of the banking industry, Congress is considering a number of wide-ranging proposals for altering the structure, regulation and competitive relationships of the nation's financial institutions. It cannot be predicted whether or in what form any of these proposals will be adopted or the extent to which the business of the Company may be affected thereby. Bank and Bank Holding Company Regulation As noted above, both the Company and the Bank are subject to extensive regulation and supervision. Bank Holding Company Act. Under the BHCA, the activities of a bank holding company, such as the Company, are limited to business so closely related to banking, managing or controlling banks as to be a proper incident thereto. The Company is also subject to capital requirements applied on a consolidated basis in a form substantially similar to those required of the Bank. The BHCA requires a bank holding company to obtain approval from the Federal Reserve before (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares), (ii) acquiring all or substantially all of the assets of another bank or bank holding company, or (iii) merging or consolidating with another bank holding company. The Federal Reserve will not approve any acquisition, merger or consolidation that would 3 have a substantially anticompetitive result, unless the anticompetitive effects of the proposed transaction are clearly outweighed by a greater public interest in meeting the convenience and needs of the community to be served. The Federal Reserve also considers capital adequacy and other financial and managerial factors in reviewing acquisitions or mergers. The BHCA also prohibits a bank holding company, with certain limited exceptions, (i) from acquiring or retaining direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or (ii) from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or by Federal Reserve regulation or order, have been identified as activities closely related to the business of banking or of managing or controlling banks. The Federal Reserve, in making such determination, considers whether the performance of such activities by a bank holding company can be expected to produce benefits to the public such as greater convenience, increased competition or gains in efficiency in resources, which can be expected to outweigh the risks of possible adverse effects such as decreased or unfair competition, conflicts of interest or unsound banking practices. Insurance of Accounts. The FDIC provides insurance, through the BIF, to deposit accounts at the Bank to a maximum of $100,000 for each insured depositor. On January 1, 1996, the FDIC adopted an amendment to its BIF risk-based assessment schedule which effectively eliminated deposit insurance assessments for most commercial banks and other depository institutions with deposits insured by the BIF only. Following enactment of EGRPRA, the overall assessment rate for 1997 for institutions in the lowest risk-based premium category was revised to equal 1.29 cents for each $100 of BIF-assessable deposits. Deposits insured by the SAIF continue to be assessed at a higher rate. At this time, the BIF deposit insurance assessment rate for institutions in the lowest risk-based premium category is zero, and the additional assessments paid by institutions in this category are used to service debt issued by the Financing Corporation, a federal agency established to finance the recapitalization of the former Federal Savings and Loan Insurance Corporation. Regulations Governing Capital Adequacy. The federal bank regulatory agencies use capital adequacy guidelines in their examination and regulation of bank holding companies and banks. If the capital falls below the minimum levels established by these guidelines, the bank holding company or bank may be denied approval to acquire or establish additional banks or nonbank businesses or to open facilities. The Federal Reserve and the FDIC adopted risk-based capital guidelines for banks and bank holding companies that are designed to make regulatory capital requirements more sensitive to differences in risk profile among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items. Under these guidelines, all bank holding companies and federally regulated banks must maintain a minimum risk-based total capital ratio equal to 8%, of which at least one-half must be Tier 1 capital. The Federal Reserve also has implemented a leverage ratio, which is Tier 1 capital to total assets, to be used as a supplement to the risk-based guidelines. The principal objective of the leverage ratio is to place a constraint on the maximum degree to which a bank holding company may leverage its equity capital base. The Federal Reserve requires a minimum leverage ratio of 3%. For all but the most highly-rated bank holding companies and for bank holding companies seeking to expand, however, the Federal Reserve expects that additional capital sufficient to increase the ratio by at least 100 to 200 basis points will be maintained. 4 Management of the Company believes that the risk-weighting of assets and the risk-based capital guidelines do not have a material adverse impact on the Company's operations or on the operations of the Bank. Community Reinvestment Act. The Community Reinvestment Act of 1977 requires that, in connection with examinations of financial institutions within their jurisdiction, the federal banking regulators must evaluate the record of the financial institutions in meeting the credit needs of their local communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of those banks. These factors are also considered in evaluating mergers, acquisitions and applications to open a branch or facility. Regulations Governing Extensions of Credit. The Bank is subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to the bank holding company or its subsidiaries, or investments in their securities and on the use of their securities as collateral for loans to any borrowers. These regulations and restrictions may limit the ability of the Company to obtain funds from the Bank for its cash needs, including funds for acquisitions and for payment of dividends, interest and operating expenses. Further, under the BHCA and certain regulations of the Federal Reserve, a bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. The Bank is also subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to executive officers, directors, principal shareholders or any related interest of such persons. Extensions of credit (i) must be made on substantially the same terms, including interest-rates and collateral as, and following credit underwriting procedures that are not less stringent than, those prevailing at the time for comparable transactions with persons not covered above and who are not employees, and (ii) must not involve more than the normal risk of repayment or present other unfavorable features. The Bank is also subject to certain lending limits and restrictions on overdrafts to such persons. Reserve Requirements. The Federal Reserve requires all depository institutions to maintain reserves against their transaction accounts and non-personal time deposits. Reserves of 3% must be maintained against total transaction accounts of $49.3 million or less (subject to adjustment by the Federal Reserve) and an initial reserve of $1,479,000 plus 10% (subject to adjustment by the Federal Reserve to a level between 8% and 14%) must be maintained against that portion of total transaction accounts in excess of such amount. The balances maintained to meet the reserve requirements imposed by the Federal Reserve may be used to satisfy liquidity requirements. Dividends. The ability of the Bank to pay dividends and management fees is limited by various state and federal laws, by the regulations promulgated by its primary regulators and by the principles of prudent bank management. Monetary Policy and Economic Control. The commercial banking business in which the Company engages is affected not only by general economic conditions, but also by the monetary policies of the Federal Reserve. Changes in the discount rate on member bank borrowing, availability of borrowing at the "discount window," open market operations, the imposition of changes in reserve requirements against member banks deposits and assets of foreign branches, and the imposition of and changes in reserve requirements against certain borrowings by banks and their affiliates are some of the instruments of monetary policy available to the Federal Reserve. These monetary policies are used in varying combinations to influence overall growth and distributions of bank loans, investments and deposits, and such use may affect interest rates charged on loans or paid on deposits. The monetary policies of the Federal Reserve have had a significant effect on the operating results of commercial banks and are expected to do so in the future. The monetary policies of the Federal Reserve are influenced by various factors, including inflation, unemployment, short-term and long-term changes in the international trade balance and in the fiscal policies of the U.S. Government. Future 5 monetary policies and the effect of such policies on the future business and earnings of the Company and the Bank cannot be predicted. Forward-looking Statements - -------------------------- Statements contained in this Report and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). There can be no assurance, in light of certain risks and uncertainties, that such forward-looking statements will in fact transpire. The following important factors, risks and uncertainties, among others, could cause actual results to differ materially from such forward-looking statements: Credit risk: Approximately 59.5% and 60.1% of the Company's loans at December 31, 1997 and December 31, 1996, respectively, were commercial in nature (including agri-business and agricultural loans), and, as of both December 31, 1997 and December 31, 1996, the Company estimates that in excess of 90% of the Bank's commercial, industrial, agri-business and agricultural real estate mortgage loans, real estate construction mortgage and consumer loans are made within the Bank's basic trade area. Changes in local and national economic conditions could adversely affect credit quality in the Company's loan portfolio. Interest rate risk: Although the Company actively manages its interest rate sensitivity, such management is not an exact science. Rapid increases or decreases in interest rates could adversely impact the Company's net interest margin if changes in its cost of funds do not correspond to the changes in income yields. Competition: The Company's activities involve competition with other banks as well as other financial institutions and enterprises. Also, the financial service markets have and likely will continue to experience substantial changes, which could significantly change the Company's competitive environment in the future. Legislative and regulatory environment: The Company operates in a rapidly changing legislative and regulatory environment. It cannot be predicted how or to what extent future developments in these areas will affect the Company. These developments could negatively impact the Company through increased operating expenses for compliance with new laws and regulations, restricted access to new products and markets, or in other ways. General business and economic trends: General business and economic trends, including the impact of inflation levels, influence the Company's results in numerous ways, including operating expense levels, deposit and loan activity, and availability of trained individuals needed for future growth. The use of estimates and assumptions: In preparing financial statements in conformity with generally accepted accounting principles, management must make estimates and assumptions that affect the amounts reported therein and the disclosures provided. Actual results could differ from these estimates. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation to subsequently update or revise any forward-looking 6 statements after the date of this Report. 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. Lakeland Trust, a statutory business trust, was formed under Delaware law pursuant to a trust agreement dated July 24, 1997 and a certificate of trust filed with the Delaware Secretary of State on July 24, 1997. Lakeland Trust exists for the exclusive purposes of (i) issuing the Trust Securities representing undivided beneficial interests in the assets of Lakeland Trust, (ii) investing the gross proceeds of the Trust Securities in the Subordinated Debentures issued by the Company, and (iii) engaging in only those activities necessary, advisable, or incidental thereto. The Subordinated Debentures and payments thereunder are the only assets of Lakeland Trust, and payments under the Subordinated Debentures are the only revenue of Lakeland Trust. Lakeland Trust has a term of 55 years, but may be terminated earlier as provided in the trust agreement. 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 north central Indiana. 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. Also, 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. 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 $9,141,000 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 other financial institutions. 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. 7 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, 1997, the Registrant, including its subsidiary corporation, had 388 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. Year 2000 Issues - ---------------- The Company relies heavily on computer technology to provide its products and services. Competitive pressures also require the Company to invest in and utilize current technology. Due to the reliance on this technology, the Year 2000 issue will have a pervasive effect on the Company's products, especially those with interest calculations, and the services it provides. It will also have a significant impact on the items necessary to remain competitive including internal management reports, customer information, and customer conveniences such as ATM's, telephone banking and debit cards. The potential financial impact on the Company can be segregated into three components; software costs, hardware costs, and other electrical and mechanical equipment costs. For the Company, the potential software costs are not anticipated to be material. The Company does not develop its own software but purchases processing and software from outside vendors. The hardware the Company uses consists primarily of personal computers, ATM's, telephone systems, and back room equipment such as document processing and imaging equipment. Recently the Company began updating its wide and local area networks (WAN/LAN)and its teller platform system as part of its continuing expansion and commitment to technology. The WAN/LAN and teller platform system being installed are Year 2000 compliant. The costs for upgrading to Year 2000 compliant hardware, outside the normal cost of business, are not anticipated to be material based upon the Company's initial review of its current hardware. The costs for upgrading other electrical and mechanical equipment, such as security equipment and HVAC (heating, ventilation, and air conditioning) equipment, has not been determined. The Company is taking a proactive approach to the Year 2000 issue. A Year 2000 Task Force has been formed and is comprised of representatives from all major departments and includes involvement of an Executive Officer to provide senior management support and to report periodically to the Board of Directors on the Year 2000 effort. The task force has developed a general plan of action to ensure the Company addresses the critical Year 2000 issues. A master inventory of all software and hardware in use by the Company is being compiled. All software vendors are being requested to provide a written statement regarding their Year 2000 efforts and compliance. This statement has been requested to be received no later than the end of the second quarter of 1998. FiServ, Pittsburgh, PA, is the primary data processing vendor the Company uses. FiServ processes all the major applications for the Company including deposits, loans, and general ledger. FiServ is one of the leading data processing vendors for the banking industry and has indicated a commitment to being Year 2000 compliant by December, 1998. They issue a quarterly newsletter specifically on the Year 2000 efforts and have indicated their systems will be audited for Year 2000 compliance by McGladrey and Pullen. 8 The support and network software the Company uses is purchased from outside vendors. Any software where the vendor is unable to confirm the software is Year 2000 compliant, or does not provide a statement on Year 2000 compliance, will be evaluated to determine the potential impact of noncompliance and availability of alternative compliant software. As previously indicated, the hardware the Company uses primarily consists of personal computers, ATM's and various other equipment. The majority of the personal computers the Company uses have been purchased during the last two years and therefore have a high probability of being Year 2000 compliant. However, all personal computers are being tested for Year 2000 compliance. The vendors of the ATM's and back room processing equipment used by the Company have been contacted regarding the compliance of the models used by the Company. All hardware failing the tests or known to be noncompliant will be evaluated as to the possible effect of noncompliance and the need for replacement. All purchases of software and hardware are processed through the MIS/Network Services Department of the Company. This is intended to ensure all new software and hardware or upgrades are compatible with existing systems and are Year 2000 compliant. Other electrical and mechanical equipment will also be evaluated as to reliance on computer software and the possible effect of the year 2000. Major components of this equipment include security and HVAC equipment. The Company's security officer is to review all security equipment before the end of the third quarter, 1998 to determine the reliance on computer systems and the potential impact of the Year 2000 issue. The Company's facilities manager is to evaluate the other equipment such as HVAC and elevators to determine reliance on computer systems and obtain statements as to Year 2000 compliance from vendors as necessary. Other areas of concern being addressed by the task force include vendors that exchange information with the Company electronically, forms and documents that are produced externally, and customers. The Year 2000 compliance could have a major impact on the financial performance of the Company's customers which could affect both deposit relationships and the customer's ability to repay loans. All large corporate customers are being contacted regarding their Year 2000 efforts. Other customers will be evaluated on a case-by-case basis. Based upon the Company's initial evaluations, becoming Year 2000 compliant is not anticipated to have a material impact on the Company's financial statements. In addition, management believes it is taking the necessary steps to ensure the Company's systems will be Year 2000 compliant in a timely manner. On February 24, 1998, the FDIC reviewed the Company's Year 2000 efforts. No significant concerns were brought to management's attention during the review. (Intentionally left blank) 9 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (in thousands of dollars) 1997 1996 ------------------------------------ ------------------------------------ Average Interest Average Interest Balance Income Yield* Balance Income Yield* ---------- ---------- ---------- ---------- ---------- ---------- ASSETS Earning assets: Trading account investments $ 0 $ 0 0.00% $ 0 $ 0 0.00% Loans: Taxable ** 410,798 38,265 9.31 349,336 32,724 9.37 Tax Exempt * 3,235 345 10.66 3,475 373 10.73 Investments:* Available-for-sale 80,627 5,396 6.69 84,145 5,371 6.38 Held-to-maturity 136,618 9,244 6.77 119,892 8,065 6.73 Short-term investments 5,275 284 5.38 4,250 226 5.32 Interest bearing deposits 234 19 8.12 213 19 8.92 ---------- ---------- ---------- ---------- Total Earning Assets 636,787 53,553 8.41% 561,311 46,778 8.33% ========== ========== Nonearning assets: Cash and due from banks 27,479 0 24,533 0 Premises and equipment 17,961 0 14,724 0 Other assets 11,735 0 9,424 0 Less: allowance for loan losses (5,302) 0 (5,382) 0 ---------- ---------- Total assets $ 688,660 $ 53,553 $ 604,610 $ 46,778 ========== ========== ========== ========== <FN> * Tax exempt income converted to fully taxable equivalent basis at a 34 percent tax rate for 1997 and 1996. 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, 1997, and 1996, are included as taxable loan interest income. </FN> 10 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (cont.) (in thousands of dollars) 1996 1995 ------------------------------------ ------------------------------------ Average Interest Average Interest Balance Income Yield* Balance Income Yield* ---------- ---------- ---------- ---------- ---------- ---------- ASSETS Earning assets: Trading account investments $ 0 $ 0 0.00% $ 0 $ 0 0.00% Loans: Taxable ** 349,336 32,724 9.37 305,806 29,859 9.76 Tax Exempt * 3,475 373 10.73 3,435 389 11.32 Investments:* Available-for-sale 84,145 5,371 6.38 67,230 4,223 6.28 Held-to-maturity 119,892 8,065 6.73 120,282 8,072 6.71 Short-term investments 4,250 226 5.32 3,293 192 5.83 Interest bearing deposits 213 19 8.92 108 10 9.26 ---------- ---------- ---------- ---------- Total earning assets 561,311 46,778 8.33% 500,154 42,745 8.55% ========== ========== Nonearning assets: Cash and due from banks 24,533 0 20,725 0 Premises and equipment 14,724 0 12,386 0 Other assets 9,424 0 7,668 0 Less: allowance for loan losses (5,382) 0 (5,238) 0 ---------- ----------- ---------- ---------- Total assets $ 604,610 $ 46,778 $ 535,695 $ 42,745 ========== =========== ========== ========== <FN> * Tax exempt income converted to fully taxable equivalent basis at a 34 percent tax rate for 1996 and 1995. 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, 1996, and 1995, are included as taxable loan interest income. </FN> 11 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (cont.) (in thousands of dollars) 1997 1996 ------------------------------------ ------------------------------------ Average Interest Average Interest Balance Expense Rate Balance Expense Rate ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing liabilities Savings deposits $ 45,278 $ 1,152 2.54% $ 43,847 $ 1,118 2.55% Interest bearing checking accounts 55,063 1,180 2.14 53,625 1,178 2.20 Time deposits In denominations under $100,000 230,171 12,406 5.39 208,499 11,229 5.39 In denominations over $100,000 109,759 6,445 5.87 86,137 4,886 5.67 Miscellaneous short-term borrowings 90,097 4,921 5.46 78,823 4,213 5.34 Long-term borrowings 29,655 1,956 6.60 19,624 1,113 5.67 --------- ---------- ---------- ---------- ---------- ---------- Total interest bearing liabilities 560,023 28,060 5.01% 490,555 23,737 4.84% ========== ========== Non-interest bearing liabilities and stockholders' equity Demand deposits 77,276 0 69,459 0 Other liabilities 6,418 0 5,553 0 Stockholders' equity 44,863 0 39,043 0 ---------- ---------- ---------- ---------- Total liabilities and stock- holders' equity $ 688,580 $ 28,060 4.08% $ 604,610 $ 23,737 3.93% ========== ========== ========== ========== ========== ========== Net interest differential - yield on average daily earning assets $ 25,493 4.00% $ 23,041 4.10% ========== ========== ========== ========== 12 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (cont.) (in thousands of dollars) 1996 1995 ------------------------------------ ------------------------------------ Average Interest Average Interest Balance Expense Rate Balance Expense Rate ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing liabilities Savings deposits $ 43,847 $ 1,118 2.55% $ 46,123 $ 1,069 2.32% Interest bearing checking accounts 53,625 1,178 2.20 55,355 1,333 2.41 Time deposits In denominations under $100,000 208,499 11,229 5.39 177,992 10,035 5.64 In denominations over $100,000 86,137 4,886 5.67 73,449 4,410 6.00 Miscellaneous short-term borrowings 78,823 4,213 5.34 66,610 3,803 5.71 Long-term borrowings 19,624 1,113 5.67 17,432 992 5.69 ---------- ---------- ---------- ---------- ---------- ---------- Total interest bearing liabilities 490,555 23,737 4.84% 436,961 21,642 4.95% ========== ========== Non-interest bearing liabilities and stockholders' equity Demand deposits 69,459 0 60,753 0 Other liabilities 5,553 0 4,897 0 Stockholders' equity 39,043 0 33,084 0 ---------- ---------- ---------- ---------- Total liabilities and stock- holders' equity $ 604,610 $ 23,737 3.93% $ 535,695 $ 21,642 4.04% ========== ========== ========== ========== ========== ========== Net interest differential - yield on average daily earning assets $ 23,041 4.10% $ 21,103 4.22% ========== ========== ========== ========== 13 ANALYSIS OF CHANGES IN INTEREST DIFFERENTIALS (Fully Taxable Equivalent Basis) (in thousands of dollars) YEAR ENDED DECEMBER 31, 1997 Over (under) 1996(1) 1996 Over (under) 1995(1) ------------------------------------ ------------------------------------ Volume Rate Total Volume Rate Total ---------- ---------- ---------- ---------- ---------- ---------- INTEREST AND LOAN FEE INCOME(2) Loans: Taxable $ 5,724 $ (183) $ 5,541 $ 4,009 $ (1,144) $ 2,865 Tax exempt (26) (2) (28) 5 (21) (16) Investments: Available-for-sale (230) 255 25 1,079 69 1,148 Held-to-maturity 1,131 48 1,179 (26) 19 (7) Short-term investments 1 57 58 49 (15) 34 Interest bearing deposits 1 (1) 0 9 0 9 ---------- ---------- ---------- ---------- ---------- ---------- Total interest income 6,601 174 6,775 5,125 (1,092) 4,033 ---------- ---------- ---------- ---------- ---------- ---------- INTEREST EXPENSE Savings deposits 35 (1) 34 (48) 97 49 Interest bearing checking accounts 31 (29) 2 (41) (114) (155) Time deposits In denominations under $100,000 1,168 9 1,177 1,616 (422) 1,194 In denominations over $100,000 1,382 177 1,559 700 (224) 476 Miscellaneous short-term borrowings 614 94 708 629 (219) 410 Long-term borrowings 640 203 843 124 (3) 121 ---------- ---------- ---------- ---------- ---------- ---------- Total interest expense 3,870 453 4,323 2,980 (885) 2,095 ---------- ---------- ---------- ---------- ---------- ---------- INCREASE (DECREASE) IN INTEREST DIFFERENTIALS $ 2,801 $ (349) $ 2,452 $ 2,145 $ (207) $ 1,938 ========== ========== ========== ========== ========== ========== <FN> (1) The earning assets and interest bearing liabilities used to calculate interest differentials are based on average daily balances for 1997, 1996 and 1995. The changes in volume represent "changes in volume times the old rate". The changes in rate represent "changes in rate times old volume". The changes 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 1997, 1996 and 1995. Tax equivalent rate for tax exempt loans and tax exempt securities acquired after January 1, 1983, includes TEFRA adjustment applicable to nondeductible interest expense. </FN> 14 ANALYSIS OF SECURITIES (in thousands of dollars) The amortized cost and the fair value of securities as of December 31, 1997, 1996 and 1995 are as follows: 1997 1996 1995 ----------------------- ----------------------- ----------------------- Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value ---------- ---------- ---------- ---------- ---------- ---------- Securities available-for-sale: U.S. Treasury securities $ 28,833 $ 29,286 $ 31,604 $ 31,804 $ 27,549 $ 27,844 U.S. Government agencies and corporations 100 100 500 507 2,150 2,191 Mortgage-backed securities 52,746 53,309 46,002 46,332 48,302 48,843 Obligations of state and political subdivisions 1,787 1,904 2,081 2,167 2,076 2,176 Other debt securities 0 0 1,000 1,032 999 1,066 ---------- ---------- ---------- ---------- ---------- ---------- Total debt securities available-for-sale $ 83,466 $ 4,599 $ 81,187 $ 81,842 $ 81,076 $ 82,120 ========== ========== ========== ========== ========== ========== Securities held-to-maturity: U.S. Treasury securities $ 21,170 $ 21,501 $ 17,020 $ 17,077 $ 13,611 $ 13,576 U.S. Government agencies and corporations 2,176 2,246 2,262 2,362 2,898 3,033 Mortgage-backed securities 116,788 117,185 83,811 83,719 77,319 77,471 Obligations of state and political subdivisions 22,418 24,044 21,172 22,095 19,047 20,077 Other debt securities 1,007 1,103 1,009 1,120 1,013 1,171 ---------- ---------- ---------- ---------- ---------- ---------- Total debt securities held-to-maturity $ 163,559 $ 166,079 $ 125,274 $ 126,373 $ 113,888 $ 115,328 ========== ========== ========== ========== ========== ========== 15 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, 1997, 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 $ 5,509 $ 23,324 $ 0 $ 0 Yield 4.83% 6.63% Government agencies and corporations Book value 0 100 0 0 Yield 7.22 Mortgage-backed securities Book value 0 6,819 36,736 9,191 Yield 7.08 6.98 6.50 Obligations of state and political subdivisions Book value 298 0 1,489 0 Yield 11.22 8.86 Other debt securities Book value 0 0 0 0 Yield ---------- ---------- ---------- ---------- Total debt securities available-for-sale: Book value $ 5,807 $ 30,243 $ 38,225 $ 9,191 Yield 5.16% 6.73% 7.04% 6.50% ========== ========== ========== ========== Securities held-to-maturity: U.S. Treasury securities Book value $ 5,002 $ 16,168 $ 0 $ 0 Yield 4.99% 6.37% Government agencies and corporations Book value 100 2,076 0 0 Yield 9.32 7.71 Mortgage-backed securities Book value 309 18,943 78,339 19,197 Yield 5.42 7.11 6.53 6.33 Obligations of state and political subdivisions Book value 8 851 1,737 19,822 Yield 4.76 10.26 8.61 8.77 Other debt securities Book value 0 1,007 0 0 Yield 9.62 ---------- ---------- ---------- ---------- Total debt securities held-to-maturity: Book value $ 5,419 $ 39,045 $ 80,076 $ 39,019 Yield 5.10% 7.30% 6.57% 7.57% ========== ========== ========== ========== <FN> (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. </FN> 16 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, 1997, 1996, 1995, 1994 and 1993 is as follows: 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- Commercial loans: Taxable $ 269,887 $ 226,190 $ 192,359 $ 173,325 $ 144,274 Tax exempt 3,065 3,414 3,636 3,207 4,501 ---------- ---------- ---------- ---------- ---------- Total commercial loans 272,952 229,604 195,995 176,532 148,775 Real estate mortgage loans 65,368 60,949 55,948 47,296 49,816 Installment loans 89,107 71,398 58,175 48,228 46,914 Credit card and line of credit loans 31,207 20,314 17,499 15,900 14,680 ---------- ---------- ---------- ---------- ---------- Total loans 458,634 382,265 327,617 287,956 260,185 Less allowance for loan losses 5,308 5,306 5,472 4,866 4,010 ---------- ---------- ---------- ---------- ---------- Net loans $ 453,326 $ 376,959 $ 322,145 $ 283,090 $ 256,175 ========== ========== ========== ========== ========== <FN> The real estate mortgage loan portfolio includes construction loans totaling $3,089, $1,647, $1,224, $426 and $223 as of December 31, 1997, 1996, 1995, 1994 and 1993, 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 loan portfolio. </FN> 17 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 indicates the rate sensitivity of the loan portfolio as of December 31, 1997. 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 $ 193,365 $ 5,730 $ 9,171 $ 31,207 $ 239,473 52.0% Other within one year 28,298 41,895 25,619 0 95,812 20.8 After one year, within five years 37,216 11,180 48,105 0 96,501 21.0 Over five years 13,353 7,741 6,212 0 27,306 6.0 Nonaccrual loans 720 338 0 0 1,058 0.2 ---------- ---------- ----------- ---------- ---------- ---------- Total loans $ 272,952 $ 66,884 $ 89,107 $ 31,207 $ 460,150 100.0% ========== ========== =========== ========== ========== ========== <FN> 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, 1997 amounted to $114,002 and $106,048 respectively. </FN> 18 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, 1997, 1996, 1995, 1994 and 1993. 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- PART A - PAST DUE ACCRUING LOANS (90 DAYS OR MORE) Real estate mortgage loans $ 0 $ 126 $ 122 $ 0 $ 1 Commercial and industrial loans 236 22 69 16 315 Loans to individuals for household, family and other personal expenditures 69 68 18 19 346 Loans to finance agriculture production and other loans to farmers 0 0 0 0 0 ---------- ---------- ---------- ---------- ---------- Total past due loans 305 216 209 35 662 ---------- ---------- ---------- ---------- ---------- PART B - NONACCRUAL LOANS Real estate mortgage loans 337 155 76 18 0 Commercial and industrial loans 720 229 456 0 0 Loans to individuals for household, family and other personal expenditures 0 0 0 0 0 Loans to finance agriculture production and other loans to farmers 0 0 0 0 0 ---------- ---------- ---------- ---------- ---------- Total nonaccrual loans 1,057 384 532 18 0 ---------- ---------- ---------- ---------- ---------- PART C - TROUBLED DEBT RESTRUCTURED LOANS 1,377 1,284 1,432 1,484 0 ---------- ---------- ---------- ---------- ---------- Total nonperforming loans $ 2,739 $ 1,884 $ 2,173 $ 1,537 $ 662 ========== ========== ========== ========== ========== <FN> Nonearning assets of the Corporation include nonaccrual loans (as indicated above), nonaccrual investments, other real estate, and repossessions which amounted to $1,317 at December 31, 1997. </FN> 19 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 date when the loan becomes 90 days delinquent. Thereafter, interest is recognized and included in income only when received. As of December 31, 1997, loans totaling $1,058,000 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 restructurings totaled $1,377,000 as of December 31, 1997. Interest income of $92,000 was recognized in 1997. Had these loans been performing under the original contract terms, an additional $50,000 would have been reflected in interest income during 1997. The Bank is not committed to lend additional funds to debtors whose loans have been modified. PART D - OTHER NONPERFORMING ASSETS - ----------------------------------- 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 90% 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 responsible for 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 (primarily in the commercial loan portfolio) 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 20 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, $269,000, $120,000 and $120,000 were charged to the provision for loan losses and added to the allowance for loan losses in 1997, 1996 and 1995, 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) 21 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, 1997, 1996, 1995, 1994 and 1993. 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- Amount of loans outstanding, December 31, $ 458,634 $ 382,265 $ 327,617 $ 287,956 $ 260,185 ========== ========== ========== ========== ========== Average daily loans outstanding during the year ended December 31, $ 414,033 $ 352,811 $ 309,241 $ 271,391 $ 240,466 ========== ========== ========== ========== ========== Allowance for loan losses, January 1, $ 5,306 $ 5,472 $ 4,866 $ 4,010 $ 3,095 ---------- ---------- ---------- ---------- ---------- Loans charged-off Commercial 99 171 137 27 99 Real Estate 33 0 48 0 4 Installment 190 158 112 93 97 Credit cards and personal credit lines 37 39 58 15 28 ---------- ---------- ---------- ---------- ---------- Total loans charged-off 359 368 355 135 228 ---------- ---------- ---------- ---------- ---------- Recoveries of loans previously charged-off Commercial 18 12 26 107 40 Real Estate 0 0 0 1 1 Installment 66 54 63 81 56 Credit cards and personal credit lines 8 16 6 7 6 ---------- ---------- ---------- ---------- ---------- Total recoveries 92 82 95 196 103 ---------- ---------- ---------- ---------- ---------- Net loans charged-off 267 286 260 (61) 125 Purchase loan adjustment 0 0 746 0 250 Provision for loan loss charged to expense 269 120 120 795 790 ---------- ---------- ---------- ---------- ---------- Balance December 31, $ 5,308 $ 5,306 $ 5,472 $ 4,866 $ 4,010 ========== ========== ========== ========== ========== Ratio of net charge-offs during the period to average daily loans outstanding Commercial 0.02% 0.03% 0.03% (0.03)% 0.02% Real Estate 0.01 0.01 0.01 0.00 0.00 Installment 0.03 0.00 0.02 0.01 0.02 Credit cards and personal credit lines 0.01 0.04 0.02 0.00 0.01 ---------- ---------- ---------- ---------- ---------- Total 0.07% 0.08% 0.08% (0.02)% 0.05% ========== ========== ========== ========== ========== Ratio of allowance for loan losses to nonperforming assets 176.99% 204.31% 192.20% 208.48% 131.86% ========== ========== ========== ========== ========== 22 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, 1997, 1996, 1995, 1994 and 1993. 1997 1996 1995 ----------------------- ----------------------- ----------------------- 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 $ 1,341 59.52 $ 1,213 60.07 $ 811 59.82 Real Estate 131 14.25 123 15.94 112 17.08 Installment 673 19.43 530 18.68 376 17.76 Credit cards and personal credit lines 103 6.80 151 5.31 112 5.34 ---------- ---------- ---------- ---------- ---------- ---------- Total allocated allowance for loan losses 2,248 100.00 2,017 100.00 1,411 100.00 ========== ========== ========== 3,060 3,289 4,061 ---------- ---------- ---------- Total allowance for loan losses $ 5,308 $ 5,306 $ 5,472 ========== ========== ========== 1994 1993 ----------------------- ----------------------- 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 $ 665 61.31 $ 1,120 57.18 Real Estate 95 16.42 108 19.15 Installment 311 16.75 302 18.04 Credit cards and personal credit lines 101 5.52 95 5.63 ---------- ---------- ---------- ---------- Total allocated allowance for loan losses 1,172 100.00 1,625 100.00 ========== ========== 3,694 2,385 ---------- ---------- Total allowance for loan losses $ 4,866 $ 4,010 ========== ========== 23 ANALYSIS OF DEPOSITS (in thousands of dollars) The average daily deposits for the years ended December 31, 1997, 1996 and 1995, and the average rates paid on those deposits are summarized in the following table: 1997 1996 1995 ----------------------- ----------------------- ----------------------- Average Average Average Average Average Average Daily Rate Daily Rate Daily Rate Balance Paid Balance Paid Balance Paid ---------- ---------- ---------- ---------- ---------- ---------- Demand deposits $ 77,276 0.00 $ 69,459 0.00 $ 60,753 0.00 Savings accounts: Regular savings 45,278 2.54 43,847 2.55 46,123 2.32 Interest bearing checking 55,063 2.14 53,625 2.20 55,355 2.41 Time deposits: Deposits of $100,000 or more 109,759 5.87 86,137 5.67 73,449 6.00 Other time deposits 230,171 5.39 208,499 5.39 177,992 5.64 ---------- ---------- ---------- ---------- ---------- ---------- Total deposits $ 517,547 4.09 $ 461,567 3.99 $ 413,672 4.07 ========== ========== ========== ========== ========== ========== As of December 31, 1997 time certificates of deposit in denominations of $100,000 or more will mature as follows: Within three months $ 64,990 Over three months, within six months 19,329 Over six months, within twelve months 14,348 Over twelve months 9,830 ---------- Total time certificates of deposit in denominations of $100,000 or more $ 108,497 ========== 24 QUALITATIVE MARKET RISK DISCLOSURE 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 1997 Annual Report and is incorporated herein by reference in response to this item. The Registrant's primary market risk exposure is interest rate risk. The Registrant does not have a material exposure to foreign currency exchange rate risk, does not own any derivative financial instruments and does not maintain a trading portfolio. (Intentionally Left Blank) 25 QUANTITATIVE MARKET RISK DISCLOSURE The following table provides information about the Company's financial instruments used for purposes other than trading that are sensitive to changes in interest rates. For loans, securities, and liabilities with contractual maturities, the table presents principal cash flows and related weighted-average interest rates by contractual maturities as well as the Company's historical experience of the impact of interest-rate fluctuations on the prepayment of residential and home equity loans and mortgage-backed securities. For core deposits (demand deposits, interest-bearing checking, savings and money market deposits) that have no contractual maturity, the table presents principal cash flows and, as applicable, related weighted-average interest rates based upon the Company's historical experience, management's judgment and statistical analysis, as applicable, concerning their most likely withdrawal behaviors. Weighted-average variable rates are based upon rates existing at the reporting date. Principal/Notional Amount Maturing in: (Dollars in thousands) Fair --------------------------------------------------------------------------- Value 1998 1999 2000 2001 2002 Thereafter Total 12/31/97 --------- --------- --------- --------- --------- --------- --------- --------- Rate-sensitive assets: Fixed interest rate loans $ 85,734 $ 38,579 $ 33,630 $ 20,674 $ 17,971 $ 20,309 $ 216,897 $ 215,592 Average interest rate 9.38% 9.10% 8.98% 8.87% 8.77% 8.53% 9.09% Variable interest rate loans $ 102,472 $ 24,403 $ 20,135 $ 22,491 $ 15,970 $ 57,782 $ 243,253 $ 241,791 Average interest rate 9.30% 9.40% 9.51% 9.25% 9.28% 8.15% 9.05% Fixed interest rate securities $ 64,455 $ 37,132 $ 33,906 $ 39,637 $ 25,595 $ 41,049 $ 241,774 $ 245,614 Average interest rate 5.84% 6.46% 6.84% 6.83% 6.63% 6.26% 6.39% Variable interest rate securities $ 5,251 $ 0 $ 0 $ 0 $ 0 $ 0 $ 5,251 $ 5,064 Average interest rate 6.73% - - - - - 6.73% Other interest-bearing assets $ 4,445 $ 0 $ 0 $ 0 $ 0 $ 0 $ 4,445 $ 4,445 Average interest rate 5.57% - - - - - 5.57% Rate sensitive liabilities: Non-interest bearing checking $ 4,802 $ 4,294 $ 774 $ 742 $ 1,080 $ 80,775 $ 92,467 $ 92,467 Average interest rate - - - - - - - Savings & interest bearing checking $ 9,647 $ 8,715 $ 7,703 $ 7,002 $ 5,620 $ 88,218 $ 126,905 $ 126,905 Average interest rate 2.54% 2.54% 2.54% 2.54% 2.54% 2.54% 2.54% Time deposits $ 310,904 $ 51,652 $ 18,583 $ 6,181 $ 4,783 $ 1,517 $ 393,620 $ 394,543 Average interest rate 4.00% 5.90% 5.95% 6.00% 6.43% 2.50% 4.40% Fixed interest rate borrowings $ 91,867 $ 7,617 $ 0 $ 0 $ 0 $ 19,211 $ 118,695 $ 119,836 Average interest rate 5.41% 6.16% - - - 9.00% 6.04% Variable interest rate borrowings $ 10,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,000 $ 10,000 Average interest rate 5.69% - - - - - 5.69% 26 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, 1997, 1996 and 1995 are as follows: 1997 1996 1995 ---------- ---------- ---------- Percent of net income to: Average daily total assets 1.10 1.07 1.05 Average daily stockholders' equity 16.81 16.50 17.06 Percentage of dividends declared per common share to net income per weighted average number of common shares outstanding (2,902,530 shares in 1997, 2,896,992 shares in 1996, and 2,876,992 shares in 1995) 23.08 20.72 18.88 Percentage of average daily stockholders' equity to average daily total assets 6.51 6.46 6.18 27 SHORT-TERM BORROWINGS The following is a schedule of statistical information relating to securities sold under agreement to repurchase maturing within one year and are secured by either U.S. Government agency securities or mortgage-backed securities classified as other debt securities. 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. 1997 1996 1995 ---------- ---------- ---------- Outstanding at year end $ 65,467 $ 85,611 $ 58,151 Approximate average interest rate at year end 4.90% 5.11% 5.35% Highest amount outstanding as of any month end during the year $ 98,917 $ 89,433 $ 79,334 Approximate average outstanding during the year $ 83,732 $ 73,728 $ 61,398 Approximate average interest rate during the year 5.45% 5.33% 5.69% 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. 28 ITEM 2. PROPERTIES - ------------------ The Bank conducts its operations from the following locations: Branches/Headquarters - --------------------- Main / Headquarters 202 E. Center St. Warsaw IN Warsaw Drive-up East Center St. Warsaw IN Akron 102 East Rochester Akron IN Argos 100 North Michigan Argos IN Bremen 1600 Indiana State Road 331 Bremen IN Columbia City 601 Countryside Dr. Columbia City IN Concord 4202 Elkhart Road Goshen IN Cromwell 111 North Jefferson St. Cromwell IN Elkhart Beardsley 864 East Beardsley St. Elkhart IN Elkhart East 22050 State Road 120 Elkhart IN Elkhart Hubbard Hill 58404 State Road 19 Elkhart IN Elkhart Northwest 1208 N. Nappanee St. Elkhart IN Goshen Downtown 102 North Main St. Goshen IN Goshen South 2513 South Main St. Goshen IN Granger 12830 State Road 23 Granger IN Huntington 1501 N. Jefferson St. Huntington IN Kendallville East 631 Professional Way Kendallville IN Kendallville Downtown 113 N. Main St. Kendallville IN LaGrange 901 South Detroit LaGrange IN Ligonier Downtown 222 S. Calvin St. Ligonier IN Ligonier South 1470 U.S. Highway 33 South Ligonier IN Logansport 3900 Highway 24 East Logansport IN Medaryville Main St. Medaryville IN Mentone 202 East Main St. Mentone IN Middlebury 712 Wayne Ave. Middlebury IN Milford Indiana State Road 15 North Milford IN Mishawaka 5015 N. Main St. Mishawaka IN Nappanee 202 West Market St. Nappanee IN North Webster 644 North Main St. North Webster IN Pierceton 202 South First St. Pierceton IN Roann 110 Chippewa St. Roann IN Rochester 507 East 9th St. Rochester IN Shipshewana 895 North Van Buren St. Shipshewana IN Silver Lake 102 Main St. Silver Lake IN Syracuse 502 South Huntington Syracuse IN Wabash North 1004 North Cass St. Wabash IN Wabash South 1940 South Wabash St. Wabash IN Warsaw East 3601 Commerce Dr. Warsaw IN Warsaw West 1221 West Lake St. Warsaw IN Winona Lake 99 Chestnut St. Winona Lake IN The Bank leases from third parties the real estate and buildings for its offices in Akron and Milford. In addition, the Bank leases the real estate for its Wabash North office and its free-standing ATMs. All the other branch facilities are owned by the Bank. The Bank also owns parking lots in downtown Warsaw for the use and convenience of Bank employees and customers, as well as leasehold improvements, equipment, furniture and fixtures necessary and appropriate to operate the banking facilities. In addition, the Bank owns buildings at 110 South High St., Warsaw, Indiana, and 114-118 East Market St., Warsaw, Indiana, which it uses for 29 various offices and a building at 113 East Market St., Warsaw, Indiana, which it uses for office and computer facilities. The Bank also leases from third parties facilities in Warsaw, Indiana, 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 and 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, 1997 to December 31, 1997. (Intentionally Left Blank) 30 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 1997 Annual Report and are incorporated herein by reference in response to this item. On December 31, 1997, the Registrant had 1,136 shareholders, including those employees who participate in the Registrant's 401(K) plan. On January 9, 1996, Lakeland Financial Corporation sold 10,000 shares of authorized but previously unissued common stock for $41.50 per share. On April 30, 1996, Lakeland Financial Corporation common stock split two-for-one. On January 15, 1997, Lakeland Financial Corporation sold 10,000 shares of authorized but previously unissued common stock for $31.00 per share. In August, 1997, the common stock of Lakeland Financial Corporation and the preferred stock of its wholly-owned subsidiary, Lakeland Capital Trust, began trading on The Nasdaq Stock Market under the symbols LKFN and LKFNP, respectively. 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 1997 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 1997 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 1997 Annual Report and are incorporated herein by reference in response to this item. Consolidated Balance Sheets at December 31, 1997 and 1996. Consolidated Statements of Income for the years ended December 31, 1997, 1996 and 1995. Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1997, 1996 and 1995. Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995. Notes to Consolidated Financial Statements. Report of Independent Auditors. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - ----------------------------------------------------------------------- FINANCIAL DISCLOSURE - -------------------- Not applicable. 31 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ----------------------------------------------------------- The information appearing in the Registrant's definitive Proxy Statement dated March 16, 1998, 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, 1998, 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, 1998, 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, 1998, is incorporated herein by reference in response to this item. 32 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 1997 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, as indicated and at the pages set forth below. Reference --------- 1997 Annual Form 10-K Report --------- ----------- Consolidated Balance Sheets at December 31, 1997 and 1996. 8 Consolidated Statements of Income for the years ended December 31, 1997, 1996 and 1995. 9 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1997, 1996 and 1995. 10 Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995. 11 Notes to Consolidated Financial Statements. 12-22 Report of Independent Auditors. 23 (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] 33 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 10, 1998 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 10, 1998 R. Douglas Grant (R. Douglas Grant) Principal Executive Officer and Director Date: March 10, 1998 Terry M. White (Terry M. White) Principal Financial and Accounting Officer Date: March 10, 1998 Anna K. Duffin (Anna K. Duffin) Director Date: March 10, 1998 Eddie Creighton (Eddie Creighton) Director Date: March 10, 1998 L. Craig Fulmer (L. Craig Fulmer) Director Date: March 10, 1998 Jerry L. Helvey (Jerry L. Helvey) Director Date: March 10, 1998 Allan J. Ludwig (Allan J. Ludwig) Director Date: (J. Alan Morgan) Director Date: March 10, 1998 Richard L. Pletcher (Richard L. Pletcher) Director Date: (Joseph P. Prout) Director Date: March 10, 1998 Terry L. Tucker (Terry L. Tucker) Director Date: March 10, 1998 G.L. White (G.L. White) Director 34 EXHIBIT INDEX The following Exhibits are filed as part of this Report and not incorporated by reference from another document: Exhibit 13 - 1997 Report to Shareholders with Report of Independent Auditors. Exhibit 21 - Subsidiaries Exhibit 27 - Financial Data Schedule 35 EXHIBIT 13 1997 Report to Shareholders with Report of Independent Auditors. 36 EXHIBIT 21 SUBSIDIARIES. The Registrant has two wholly-owned subsidiaries, Lake City Bank, Warsaw, Indiana, a banking corporation organized under the laws of the State of Indiana, and Lakeland Capital Trust, a statutory business trust formed under Delaware law. 37