UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| For the Quarterly Period Ended MARCH 31, 2004 |
Commission File Number 000-21329 |
TIB FINANCIAL CORP.
FLORIDA
|
65-0655973 | |
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.) | |
599 9th STREET NORTH, SUITE 101, NAPLES, FLORIDA 34102-5624
Registrants telephone number, including area code: (239) 263-3344
Not Applicable
Check whether the issuer (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 shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X or No
Indicate by check mark whether the issuer is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes or No X
Indicate the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:
| Common Stock, $0.10 Par Value |
5,644,264 |
|
Class
|
Outstanding as of May 6, 2004 |
1
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
TIB FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
| March 31, 2004 |
December 31, 2003 |
|||||||
| ASSETS | (Unaudited) | |||||||
Cash and due from banks |
$ | 21,825,893 | $ | 17,196,506 | ||||
Federal funds sold |
42,022,000 | 16,484,000 | ||||||
Cash and cash equivalents |
63,847,893 | 33,680,506 | ||||||
Investment securities available for sale |
50,488,199 | 52,556,567 | ||||||
Loans, net of deferred loan costs and fees |
551,568,116 | 540,412,620 | ||||||
Less: allowance for loan losses |
5,346,576 | 5,215,901 | ||||||
Loans, net |
546,221,540 | 535,196,719 | ||||||
Premises and equipment, net |
22,143,207 | 21,073,176 | ||||||
Goodwill |
155,232 | 155,232 | ||||||
Intangible assets, net |
1,614,084 | 1,687,062 | ||||||
Accrued interest receivable and other assets |
26,086,405 | 24,948,486 | ||||||
TOTAL ASSETS |
$ | 710,556,560 | $ | 669,297,748 | ||||
LIABILITIES |
||||||||
Deposits: |
||||||||
Noninterest-bearing demand |
$ | 150,887,956 | $ | 121,727,734 | ||||
Interest-bearing |
466,545,061 | 432,085,199 | ||||||
Total Deposits |
617,433,017 | 553,812,933 | ||||||
Federal Home Loan Bank (FHLB) advances |
20,000,000 | 45,000,000 | ||||||
Short-term borrowings |
5,347,202 | 4,041,399 | ||||||
Long-term borrowings |
18,250,000 | 18,250,000 | ||||||
Accrued interest payable and other liabilities |
6,251,266 | 6,947,570 | ||||||
TOTAL LIABILITIES |
667,281,485 | 628,051,902 | ||||||
SHAREHOLDERS EQUITY |
||||||||
Common stock $.10 par value: 7,500,000
shares authorized, 4,489,064 and 4,431,328
shares issued |
448,906 | 443,133 | ||||||
Additional paid in capital |
14,797,389 | 14,254,731 | ||||||
Retained earnings |
26,970,780 | 26,202,982 | ||||||
Accumulated other comprehensive income |
1,058,000 | 345,000 | ||||||
TOTAL SHAREHOLDERS EQUITY |
43,275,075 | 41,245,846 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY |
$ | 710,556,560 | $ | 669,297,748 | ||||
(See notes to consolidated financial statements)
2
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three months ended March 31, |
||||||||
| INTEREST AND DIVIDEND INCOME | 2004 |
2003 |
||||||
Loans, including fees |
$ | 8,600,646 | $ | 7,578,275 | ||||
Investment securities: |
||||||||
U.S. Treasury securities |
1,879 | 1,889 | ||||||
U.S. Government agencies and corporations |
355,621 | 526,960 | ||||||
States and political subdivisions, tax-exempt |
93,680 | 61,326 | ||||||
States and political subdivisions, taxable |
53,611 | 62,977 | ||||||
Marketable equity securities |
58,793 | | ||||||
Interest bearing deposits in other bank |
752 | 576 | ||||||
Federal Home Loan Bank Stock |
15,583 | 16,282 | ||||||
Federal funds sold |
38,076 | 41,798 | ||||||
TOTAL INTEREST AND DIVIDEND INCOME |
9,218,641 | 8,290,083 | ||||||
INTEREST EXPENSE |
||||||||
Deposits |
1,892,269 | 1,979,560 | ||||||
Federal Home Loan Bank advances |
93,921 | 68,947 | ||||||
Short-term borrowings |
8,825 | 10,762 | ||||||
Long term borrowings |
395,321 | 397,594 | ||||||
TOTAL INTEREST EXPENSE |
2,390,336 | 2,456,863 | ||||||
NET INTEREST INCOME |
6,828,305 | 5,833,220 | ||||||
PROVISION FOR LOAN LOSSES |
369,000 | 330,000 | ||||||
NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES |
6,459,305 | 5,503,220 | ||||||
NON-INTEREST INCOME |
||||||||
Service charges on deposit accounts |
644,052 | 572,615 | ||||||
Investment securities gains, net |
44,023 | 5,337 | ||||||
Merchant bankcard processing income |
1,759,806 | 1,378,073 | ||||||
Gain on sale of government guaranteed loans |
| 87,470 | ||||||
Fees on mortgage loans sold |
398,323 | 601,752 | ||||||
Retail investment services |
93,732 | 86,958 | ||||||
Other income |
333,109 | 345,796 | ||||||
TOTAL NON-INTEREST INCOME |
3,273,045 | 3,078,001 | ||||||
NON-INTEREST EXPENSE |
||||||||
Salaries and employee benefits |
3,441,925 | 3,166,777 | ||||||
Net occupancy expense |
1,122,310 | 1,026,516 | ||||||
Other expense |
3,229,997 | 2,589,224 | ||||||
TOTAL NON-INTEREST EXPENSE |
7,794,232 | 6,782,517 | ||||||
INCOME BEFORE INCOME TAX EXPENSE |
1,938,118 | 1,798,704 | ||||||
INCOME TAX EXPENSE |
665,300 | 636,820 | ||||||
INCOME FROM CONTINUING OPERATIONS |
$ | 1,272,818 | $ | 1,161,884 | ||||
DISCONTINUED OPERATIONS |
||||||||
Income from Keys Insurance Agency, Inc. operations |
| 43,865 | ||||||
Income tax expense |
| 16,480 | ||||||
INCOME FROM DISCONTINUED OPERATIONS |
| 27,385 | ||||||
NET INCOME |
$ | 1,272,818 | $ | 1,189,269 | ||||
BASIC EARNINGS PER SHARE: |
||||||||
Continuing operations |
$ | 0.29 | $ | 0.28 | ||||
Discontinued operations |
| 0.01 | ||||||
Basic earnings per share |
$ | 0.29 | $ | 0.29 | ||||
DILUTED EARNINGS PER SHARE: |
||||||||
Continuing operations |
$ | 0.27 | $ | 0.27 | ||||
Discontinued operations |
| 0.01 | ||||||
Diluted earnings per share |
$ | 0.27 | $ | 0.28 | ||||
(See notes to consolidated financial statements)
3
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
| Additional | Accumulated Other | Total | ||||||||||||||||||||||||||
| Common | Paid in | Retained | Comprehensive | Comprehensive | Shareholders' | |||||||||||||||||||||||
| Shares |
Stock |
Capital |
Earnings |
Income (Loss) |
Income |
Equity |
||||||||||||||||||||||
Balance, December 31, 2003 |
4,431,328 | $ | 443,133 | $ | 14,254,731 | $ | 26,202,982 | $ | 345,000 | $ | 41,245,846 | |||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | 1,272,818 | | $ | 1,272,818 | 1,272,818 | |||||||||||||||||||||
Other comprehensive income, net of tax
expense of $431,000: |
||||||||||||||||||||||||||||
Net market valuation adjustment on
securities available for sale |
| | | | 740,470 | 740,470 | ||||||||||||||||||||||
Less: reclassification adjustment for gains
included in net income |
| | | | (27,470 | ) | (27,470 | ) | ||||||||||||||||||||
Other comprehensive income, net of tax |
| | | 713,000 | 713,000 | |||||||||||||||||||||||
Comprehensive income |
$ | 1,985,818 | ||||||||||||||||||||||||||
Exercise of stock options |
57,736 | 5,773 | 420,778 | | | 426,551 | ||||||||||||||||||||||
Income tax benefit from stock options exercised |
121,880 | 121,880 | ||||||||||||||||||||||||||
Cash dividends declared, $.1125 per share |
| | (505,020 | ) | | (505,020 | ) | |||||||||||||||||||||
Balance, March 31, 2004 |
4,489,064 | $ | 448,906 | $ | 14,797,389 | $ | 26,970,780 | $ | 1,058,000 | $ | 43,275,075 | |||||||||||||||||
| Additional | Accumulated Other | Total | ||||||||||||||||||||||||||
| Common | Paid in | Retained | Comprehensive | Comprehensive | Shareholders' | |||||||||||||||||||||||
| Shares |
Stock |
Capital |
Earnings |
Income (Loss) |
Income |
Equity |
||||||||||||||||||||||
Balance, December 31, 2002 |
4,035,625 | $ | 403,563 | $ | 8,965,816 | $ | 23,021,698 | $ | 1,115,000 | $ | 33,506,077 | |||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | 1,189,269 | | $ | 1,189,269 | 1,189,269 | |||||||||||||||||||||
Other comprehensive income, net of tax
expense of $35,000: |
||||||||||||||||||||||||||||
Net market valuation adjustment on
securities available for sale |
| | | | 60,331 | 60,331 | ||||||||||||||||||||||
Less: reclassification adjustment for gains
included in net income |
| | | | (3,331 | ) | (3,331 | ) | ||||||||||||||||||||
Other comprehensive income, net of tax |
| | | 57,000 | 57,000 | |||||||||||||||||||||||
Comprehensive income |
$ | 1,246,269 | ||||||||||||||||||||||||||
Exercise of stock options |
78,800 | 7,880 | 448,165 | | | 456,045 | ||||||||||||||||||||||
Cash dividends declared, $.11 per share |
| | (452,587 | ) | | (452,587 | ) | |||||||||||||||||||||
Balance, March 31, 2003 |
4,114,425 | $ | 411,443 | $ | 9,413,981 | $ | 23,758,380 | $ | 1,172,000 | $ | 34,755,804 | |||||||||||||||||
(See notes to consolidated financial statements)
4
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
| For the three month period ended | ||||||||
| March 31, |
||||||||
| 2004 |
2003 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net Income |
$ | 1,272,818 | $ | 1,189,269 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Net amortization of investments |
11,456 | 14,959 | ||||||
Amortization of intangible assets |
72,978 | 73,017 | ||||||
Depreciation of premises and equipment |
453,759 | 422,842 | ||||||
Provision for loan losses |
369,000 | 330,000 | ||||||
Provision for losses on unfunded loan commitments |
(2,000 | ) | | |||||
Deferred income tax benefit |
(114,522 | ) | (11,717 | ) | ||||
Deferred net loan costs and fees |
(108,335 | ) | (35,434 | ) | ||||
Investment securities net gains |
(44,023 | ) | (5,337 | ) | ||||
Net gain on sale/disposal of premises and equipment |
(1,141 | ) | (726 | ) | ||||
Gain on sales of government guaranteed loans, net |
| (87,470 | ) | |||||
Mortgage loans originated for sale |
(27,194,867 | ) | (28,174,270 | ) | ||||
Proceeds from sale of mortgage loans |
24,901,284 | 31,619,652 | ||||||
Fees on mortgage loans sold |
(398,323 | ) | (601,752 | ) | ||||
Increase in accrued interest receivable and other assets |
(12,491 | ) | (673,817 | ) | ||||
Decrease in accrued interest payable and other liabilities |
(578,920 | ) | (491,943 | ) | ||||
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES |
(1,373,327 | ) | 3,567,273 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Purchases of investment securities available for sale |
| (1,661,382 | ) | |||||
Repayments of principal and maturities of investment securities available for sale |
1,199,315 | 5,123,064 | ||||||
Sales of investment securities available for sale |
2,045,620 | | ||||||
Net (purchase) sale of FHLB stock |
1,250,000 | (139,700 | ) | |||||
Proceeds from sales of government guaranteed loans |
568,719 | 2,241,119 | ||||||
Loans originated or acquired, net of principal repayments |
(11,854,205 | ) | (19,000,358 | ) | ||||
Purchases of premises and equipment |
(1,525,018 | ) | (876,653 | ) | ||||
Sales of premises and equipment |
2,369 | 1,287 | ||||||
NET CASH USED BY INVESTING ACTIVITIES |
(8,313,200 | ) | (14,312,623 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Net increase in federal funds purchased and securities sold under agreements to
repurchase |
1,305,803 | 425,242 | ||||||
Net decrease in FHLB short-term advances |
(15,000,000 | ) | | |||||
Proceeds from FHLB long-term advances |
| 10,000,000 | ||||||
Repayments of FHLB long-term advances |
(10,000,000 | ) | (20,000,000 | ) | ||||
Net increase in demand, money market and savings accounts |
54,250,246 | 22,588,350 | ||||||
Net increase in time deposits |
9,369,838 | 40,737,479 | ||||||
Proceeds from exercise of stock options |
426,551 | 456,045 | ||||||
Cash dividends paid |
(498,524 | ) | (443,918 | ) | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
39,853,914 | 53,763,198 | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
30,167,387 | 43,017,848 | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
33,680,506 | 24,069,659 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 63,847,893 | $ | 67,087,507 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS: |
||||||||
Cash paid for: |
||||||||
Interest |
$ | 3,621,186 | $ | 3,357,811 | ||||
Income taxes |
| | ||||||
(See notes to consolidated financial statements)
5
TIB FINANCIAL CORP.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
NOTE 1 BASIS OF PRESENTATION & ACCOUNTING POLICIES
TIB Financial Corp. is a financial holding company headquartered in Naples, Florida. TIB Financial Corp. owns and operates TIB Bank of the Keys, which has a total of fourteen branches in Florida that are located in Monroe, Miami-Dade, Collier and Lee counties.
The accompanying unaudited consolidated financial statements for TIB Financial Corp. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. For further information and an additional description of the Companys accounting policies, refer to the Companys annual report for the year ended December 31, 2003.
The consolidated statements include the accounts of TIB Financial Corp. and its wholly-owned subsidiaries, TIB Bank of the Keys, TIB Software and Services, Inc. (corporation dissolved in March 2004 see Note 2), and Keys Insurance Agency, Inc. (assets sold in August 2003 see Note 11) and the Banks two subsidiaries, TIB Government Loan Specialists, Inc. (corporation dissolved in March 2004 see Note 2) and TIB Investment Center Inc., collectively known as the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain amounts previously reported on have been reclassified to conform to the current period presentation.
As used in this document, the terms we, us, our, TIB Financial, and Company mean TIB Financial Corp. and its subsidiaries (unless the context indicates another meaning), and the term Bank means TIB Bank of the Keys and its subsidiaries (unless the context indicates another meaning).
RECENT DEVELOPMENTS
On April 15, 2004, we closed the sale of 1,000,000 shares of our common stock at a price of $22.00 per share before commissions and expenses which are estimated to be approximately $1,855,000. The shares were sold on a firm commitment basis through Advest, Inc. Advest, Inc. also purchased an additional 150,000 shares from the Company on May 6, 2004, at $22.00 per share before commissions and expenses. The net proceeds of the offering will be used to provide capital to support continued loan and deposit growth throughout our South Florida markets.
CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. Accounting and reporting policies for the allowance for loan losses are deemed critical since they involve the use of estimates and require significant management judgments. Losses on loans result from a broad range of causes from borrower specific problems, to industry issues, to the impact of the economic environment. The identification of these factors that lead to default or non-performance under a borrower loan agreement and the estimation of loss in these situations are very subjective. In addition, a dramatic change in the performance of one or a small number of borrowers can have a significant impact on the estimate of losses. Management has implemented a process that has been applied consistently to systematically consider the many variables that impact the estimation of the allowance for loan losses.
Additional information with regard to the Companys methodology and reporting of the allowance for loan losses is included in the 2003 Annual Report and 10-K.
6
NOTE 2 ACQUISITIONS AND DIVESTITURES
On May 29, 2003, TIB Software & Services sold its remaining interest in ERAS Joint Venture for $326,667. The Company recognized a pretax gain of approximately $202,000 on the transaction. In March 2004, the Company filed Articles of Dissolution dissolving the Florida corporation, TIB Software & Services, Inc.
On August 15, 2003, the Company closed the sale of the assets of Keys Insurance Agency, Inc., a wholly owned subsidiary of the Company. See Note 11 Discontinued Operations for details on the transaction. In March 2004, the Company filed Articles of Dissolution dissolving the Florida corporation, Keys Insurance Agency, Inc.
In March 2004, the Company filed Articles of Dissolution dissolving the Florida corporation, TIB Government Loan Specialists, Inc. Activities performed through this corporation are now performed through TIB Bank of the Keys.
NOTE 3 INVESTMENT SECURITIES
The amortized cost and estimated fair value of investment securities available for sale at March 31, 2004 and December 31, 2003 are presented below:
| March 31, 2004 |
||||||||||||||||
| Amortized | Unrealized | Unrealized | Estimated | |||||||||||||
| Cost |
Gains |
Losses |
Fair Value |
|||||||||||||
U.S. Treasury securities |
$ | 208,469 | $ | 10,719 | $ | | $ | 219,188 | ||||||||
U.S. Government agencies and corporations |
29,342,914 | 379,995 | 230,984 | 29,491,925 | ||||||||||||
States and political
subdivisions-tax-exempt |
8,842,702 | 433,125 | 24,169 | 9,251,658 | ||||||||||||
States and political subdivisions-taxable |
3,213,420 | 42,865 | 12,940 | 3,243,345 | ||||||||||||
Marketable equity securities |
2,999,989 | 972,000 | | 3,971,989 | ||||||||||||
Mortgage-backed securities |
4,183,705 | 126,389 | | 4,310,094 | ||||||||||||
| $ | 48,791,199 | $ | 1,965,093 | $ | 268,093 | $ | 50,488,199 | |||||||||
| December 31, 2003 |
||||||||||||||||
| Amortized | Unrealized | Unrealized | Estimated | |||||||||||||
| Cost |
Gains |
Losses |
Fair Value |
|||||||||||||
U.S. Treasury securities |
$ | 209,269 | $ | 8,965 | $ | | $ | 218,234 | ||||||||
U.S. Government agencies and corporations |
31,356,782 | 424,790 | 662,621 | 31,118,951 | ||||||||||||
States and political
subdivisions-tax-exempt |
8,837,687 | 378,482 | 59,225 | 9,156,944 | ||||||||||||
States and political subdivisions-taxable |
3,559,202 | 41,614 | 100,648 | 3,500,168 | ||||||||||||
Marketable equity securities |
2,999,989 | 395,000 | | 3,394,989 | ||||||||||||
Mortgage-backed securities |
5,040,638 | 127,799 | 1,156 | 5,167,281 | ||||||||||||
| $ | 52,003,567 | $ | 1,376,650 | $ | 823,650 | $ | 52,556,567 | |||||||||
NOTE 4 LOANS
Major classifications of loans are as follows:
| March 31, 2004 |
December 31, 2003 |
|||||||
Real estate mortgage loans: |
||||||||
Commercial |
$ | 293,732,644 | $ | 297,221,372 | ||||
Residential |
58,338,838 | 60,104,032 | ||||||
Farmland |
3,386,365 | 2,316,833 | ||||||
Construction and vacant land |
40,551,662 | 32,088,657 | ||||||
Commercial and agricultural loans |
62,128,782 | 63,623,676 | ||||||
Indirect auto dealer loans |
66,800,359 | 59,437,058 | ||||||
Home equity loans |
13,672,388 | 12,573,991 | ||||||
Other consumer loans |
11,033,804 | 11,232,062 | ||||||
Total loans |
549,644,842 | 538,597,681 | ||||||
Net deferred loan costs |
1,923,274 | 1,814,939 | ||||||
Loans, net of deferred loan costs |
$ | 551,568,116 | $ | 540,412,620 | ||||
7