TIB FINANCIAL CORP - 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended		Commission File Number
JUNE 30, 2004		000-21329

TIB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


FLORIDA		65-0655973

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

599 9^th STREET NORTH, SUITE 101, NAPLES, FLORIDA 34102-5624

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (239) 263-3344

Not Applicable

(Former name, former address and former fiscal year,
if changed since last report)

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 issuer’s classes of common equity, as of the latest practicable date:


Common Stock, $0.10 Par Value		5,658,057

Class		Outstanding as of July 31, 2004

TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
		CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
		CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
	Item 4. CONTROLS AND PROCEDURES
Part II. OTHER INFORMATION
	Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	Item 5. OTHER INFORMATION
	Item 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
Ex-31.1 Section 302 CEO Certification
Ex-31.2 Section 302 CFO Certification
Ex-32.1 Section 906 CEO Certification
Ex-32.2 Section 906 CFO Certification

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

TIB FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in thousands, except per share amounts)


	June 30, 2004			December 31, 2003
	(Unaudited)
ASSETS
Cash and due from banks	$	25,607		$	17,197
Federal funds sold		10,889			16,484

Cash and cash equivalents		36,496			33,681
Investment securities available for sale		81,652			52,557
Loans, net of deferred loan costs and fees		592,459			540,413
Less: allowance for loan losses		5,806			5,216

Loans, net		586,653			535,197
Premises and equipment, net		24,455			21,073
Goodwill		155			155
Intangible assets, net		1,541			1,687
Accrued interest receivable and other assets		29,568			24,948

TOTAL ASSETS	$	760,520		$	669,298

LIABILITIES
Deposits:
Noninterest-bearing demand	$	145,393		$	121,728
Interest-bearing		479,001			432,085

Total Deposits		624,394			553,813
Federal Home Loan Bank (FHLB) advances		38,500			45,000
Short-term borrowings		6,874			4,041
Long-term borrowings		18,250			18,250
Accrued interest payable and other liabilities		7,336			6,948

TOTAL LIABILITIES		695,354			628,052

SHAREHOLDERS’ EQUITY
Preferred stock — no par value: 5,000,000 and 0 shares authorized, 0 and 0 shares issued		—			—
Common stock — $.10 par value: 20,000,000 and 7,500,000 shares authorized, 5,657,957 and 4,431,328 shares issued		566			443
Additional paid in capital		38,090			14,255
Retained earnings		27,591			26,203
Accumulated other comprehensive income		(1,081	)		345

TOTAL SHAREHOLDERS’ EQUITY		65,166			41,246

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	760,520		$	669,298

(See notes to consolidated financial statements)

TIB FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except earnings per share amounts)


	Three months ended				Six months ended
	June 30,				June 30,
	2004		2003		2004		2003
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	8,960	$	7,698	$	17,560	$	15,277
Investment securities:
U.S. Treasury securities		36		2		38		4
U.S. Government agencies and corporations		546		442		902		969
States and political subdivisions, tax-exempt		111		83		205		144
States and political subdivisions, taxable		51		62		104		125
Marketable equity securities		61		—		120		—
Interest bearing deposits in other bank		4		—		5		1
Federal Home Loan Bank Stock		9		14		24		30
Federal funds sold		41		151		79		193

TOTAL INTEREST AND DIVIDEND INCOME		9,819		8,452		19,037		16,743

INTEREST EXPENSE
Deposits		1,980		2,124		3,872		4,104
Federal Home Loan Bank advances		70		33		164		102
Short-term borrowings		12		10		21		21
Long term borrowings		396		397		791		795

TOTAL INTEREST EXPENSE		2,458		2,564		4,848		5,022

NET INTEREST INCOME		7,361		5,888		14,189		11,721
PROVISION FOR LOAN LOSSES		649		258		1,018		588

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		6,712		5,630		13,171		11,133
NON-INTEREST INCOME
Service charges on deposit accounts		637		586		1,281		1,158
Investment securities gains, net		52		—		96		5
Merchant bankcard processing income		1,534		1,221		3,294		2,599
Gain on sale of government guaranteed loans		—		—		—		88
Fees on mortgage loans sold		645		609		1,043		1,211
Retail investment services		107		99		201		186
Gain on sale of investment in ERAS Joint Venture		—		202		—		202
Other income		356		371		689		717

TOTAL NON-INTEREST INCOME		3,331		3,088		6,604		6,166
NON-INTEREST EXPENSE
Salaries and employee benefits		3,614		3,074		7,056		6,241
Net occupancy expense		1,191		1,082		2,313		2,109
Other expense		3,348		2,713		6,578		5,302

TOTAL NON-INTEREST EXPENSE		8,153		6,869		15,947		13,652

INCOME BEFORE INCOME TAX EXPENSE		1,890		1,849		3,828		3,647
INCOME TAX EXPENSE		633		638		1,298		1,275

INCOME FROM CONTINUING OPERATIONS	$	1,257	$	1,211	$	2,530	$	2,372
DISCONTINUED OPERATIONS
Income from Keys Insurance Agency, Inc. operations		—		121		—		165
Income tax expense		—		46		—		62

INCOME FROM DISCONTINUED OPERATIONS		—		75		—		103

NET INCOME	$	1,257	$	1,286	$	2,530	$	2,475

BASIC EARNINGS PER SHARE:
Continuing operations	$	0.23	$	0.29	$	0.51	$	0.57
Discontinued operations		—		0.02		—		0.03

Basic earnings per share	$	0.23	$	0.31	$	0.51	$	0.60

DILUTED EARNINGS PER SHARE:
Continuing operations	$	0.22	$	0.28	$	0.49	$	0.56
Discontinued operations		—		0.02		—		0.02

Diluted earnings per share	$	0.22	$	0.30	$	0.49	$	0.58

(See notes to consolidated financial statements)

TIB FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(dollars in thousands, except per share amounts)


					Additional					Accumulated Other			Total
			Common		Paid in		Retained			Comprehensive			Shareholders’
	Shares		Stock		Capital		Earnings			Income (Loss)			Equity
Balance, April 1, 2004		4,489,064	$	449	$	14,797	$	26,971		$	1,058		$	43,275
Comprehensive income:
Net income				—		—		1,257			—			1,257
Other comprehensive income, net of tax benefit of $1,290:
Net market valuation adjustment on securities available for sale				—		—		—			(2,106	)
Less: reclassification adjustment for gains included in net income				—		—		—			(33	)
Other comprehensive income, net of tax				—		—		—						(2,139	)

Comprehensive income														(882	)

Public offering of 1,150,000 shares		1,150,000		115		23,115								23,230
Exercise of stock options		18,893		2		105		—			—			107
Income tax benefit from stock options exercised						73								73
Cash dividends declared, $.1125 per share				—		—		(637	)		—			(637	)

Balance, June 30, 2004		5,657,957	$	566	$	38,090	$	27,591		$	(1,081	)	$	65,166


					Additional					Accumulated Other		Total
			Common		Paid in		Retained			Comprehensive		Shareholders’
	Shares		Stock		Capital		Earnings			Income (Loss)		Equity
Balance, April 1, 2003		4,114,425	$	412	$	9,414	$	23,758		$	1,172	$	34,756
Comprehensive income:
Net income				—		—		1,286			—		1,286
Other comprehensive income, net of tax expense of $204:
Net market valuation adjustment on securities available for sale				—		—		—			339
Less: reclassification adjustment for gains included in net income				—		—		—			—		—
Other comprehensive income, net of tax				—		—		—					339

Comprehensive income													1,625

Exercise of stock options		12,500		1		113		—			—		114
Private Placement of 280,653 common shares		280,653		28		4,316							4,344
Cash dividends declared, $.11 per share				—		—		(485	)		—		(485	)

Balance, June 30, 2003		4,407,578	$	441	$	13,843	$	24,559		$	1,511	$	40,354

(continued)


					Additional					Accumulated Other			Total
			Common		Paid in		Retained			Comprehensive			Shareholders’
	Shares		Stock		Capital		Earnings			Income (Loss)			Equity
Balance, January 1, 2004		4,431,328	$	443	$	14,255	$	26,203		$	345		$	41,246
Comprehensive income:
Net income				—		—		2,530			—			2,530
Other comprehensive income, net of tax benefit of $859:
Net market valuation adjustment on securities available for sale				—		—		—			(1,366	)
Less: reclassification adjustment for gains included in net income				—		—		—			(60	)		—
Other comprehensive income, net of tax				—		—		—						(1,426	)

Comprehensive income														1,104

Public offering of 1,150,000 shares		1,150,000		115		23,115								23,230
Exercise of stock options		76,629		8		526		—			—			534
Income tax benefit from stock options exercised		—		—		194								194
Cash dividends declared, $.225 per share				—		—		(1,142	)		—			(1,142	)

Balance, June 30, 2004		5,657,957	$	566	$	38,090	$	27,591		$	(1,081	)	$	65,166


					Additional					Accumulated Other			Total
			Common		Paid in		Retained			Comprehensive			Shareholders’
	Shares		Stock		Capital		Earnings			Income (Loss)			Equity
Balance, January 1, 2003		4,035,625	$	403	$	8,966	$	23,022		$	1,115		$	33,506
Comprehensive income:
Net income				—		—		2,475			—			2,475
Other comprehensive income, net of tax expense of $239:
Net market valuation adjustment on securities available for sale				—		—		—			399
Less: reclassification adjustment for gains included in net income				—		—		—			(3	)		—
Other comprehensive income, net of tax				—		—		—						396

Comprehensive income														2,871

Exercise of stock options		91,300		10		561		—			—			571
Private Placement of 280,653 common shares		280,653		28		4,316								4,344
Cash dividends declared, $.22 per share				—		—		(938	)		—			(938	)

Balance, June 30, 2003		4,407,578	$	441	$	13,843	$	24,559		$	1,511		$	40,354

(See notes to consolidated financial statements)

TIB FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(dollars in thousands)


	For the six month period ended
	June 30,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	2,530		$	2,475
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of investments		24			32
Amortization of intangible assets		146			146
Depreciation of premises and equipment		926			862
Provision for loan losses		1,018			588
Provision for losses on unfunded loan commitments		(11	)		—
Deferred income tax benefit		(360	)		(213	)
Deferred net loan costs and fees		(291	)		(502	)
Investment securities net gains		(96	)		(5	)
Net (gain) loss on sale/disposal of premises and equipment		6	&

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