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 SEPTEMBER 30, 2004		Commission File Number 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		5,672,302

Class		Outstanding as of November 5, 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
		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 Certification of President and CEO
Ex-31.2: Section 302 Certification of Executive Vice President and CFO
Ex-32.1: Section 906 Certification of President and CEO
Ex-32.2: Section 906 Certification of Executive Vice President and CFO

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

TIB FINANCIAL CORP.

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


	September 30, 2004		December 31, 2003
	(Unaudited)
ASSETS
Cash and due from banks	$	17,363	$	17,197
Federal funds sold		—		16,484

Cash and cash equivalents		17,363		33,681
Investment securities available for sale		78,697		52,557
Loans, net of deferred loan costs and fees		620,333		540,413
Less: allowance for loan losses		6,089		5,216

Loans, net		614,244		535,197
Premises and equipment, net		26,898		21,073
Goodwill		155		155
Intangible assets, net		1,465		1,687
Accrued interest receivable and other assets		26,864		24,948

TOTAL ASSETS	$	765,686	$	669,298

LIABILITIES
Deposits:
Noninterest-bearing demand	$	133,888	$	121,728
Interest-bearing		504,411		432,085

Total Deposits		638,299		553,813
Federal Home Loan Bank (FHLB) advances		25,000		45,000
Short-term borrowings		9,353		4,041
Long-term borrowings		18,250		18,250
Accrued interest payable and other liabilities		7,257		6,948

TOTAL LIABILITIES		698,159		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, 5,672,202 and 4,431,328 shares issued		567		443
Additional paid in capital		38,237		14,255
Retained earnings		28,291		26,203
Accumulated other comprehensive income		432		345

TOTAL SHAREHOLDERS’ EQUITY		67,527		41,246

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	765,686	$	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				Nine months ended
	September 30,				September 30,
	2004		2003		2004		2003
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	9,648	$	7,974	$	27,208	$	23,250
Investment securities:
U.S. Treasury securities		43		2		81		6
U.S. Government agencies and corporations		573		577		1,475		1,546
States and political subdivisions, tax-exempt		107		92		312		236
States and political subdivisions, taxable		48		60		152		184
Marketable equity securities		66		—		186		—
Interest bearing deposits in other bank		4		1		9		2
Federal Home Loan Bank Stock		16		10		40		40
Federal funds sold		23		34		102		227

TOTAL INTEREST AND DIVIDEND INCOME		10,528		8,750		29,565		25,491
INTEREST EXPENSE
Deposits		2,231		1,952		6,103		6,056
Federal Home Loan Bank advances		95		44		259		146
Short-term borrowings		19		9		40		30
Long term borrowings		402		398		1,193		1,193

TOTAL INTEREST EXPENSE		2,747		2,403		7,595		7,425

NET INTEREST INCOME		7,781		6,347		21,970		18,066
PROVISION FOR LOAN LOSSES		471		447		1,489		1,035

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		7,310		5,900		20,481		17,031
NON-INTEREST INCOME
Service charges on deposit accounts		619		632		1,900		1,790
Investment securities gains, net		7		3		103		8
Merchant bankcard processing income		1,221		1,213		4,515		3,812
Gain on sale of government guaranteed loans		—		—		—		87
Fees on mortgage loans sold		363		589		1,406		1,800
Retail investment services		89		112		290		299
Gain on sale of investment in ERAS Joint Venture		—		—		—		202
Other income		344		347		1,033		1,065

TOTAL NON-INTEREST INCOME		2,643		2,896		9,247		9,063
NON-INTEREST EXPENSE
Salaries and employee benefits		3,699		3,271		10,755		9,512
Net occupancy expense		1,212		1,088		3,525		3,197
Other expense		3,013		2,681		9,591		7,983

TOTAL NON-INTEREST EXPENSE		7,924		7,040		23,871		20,692

INCOME BEFORE INCOME TAX EXPENSE		2,029		1,756		5,857		5,402
INCOME TAX EXPENSE		692		615		1,990		1,890

INCOME FROM CONTINUING OPERATIONS	$	1,337	$	1,141	$	3,867	$	3,512
DISCONTINUED OPERATIONS
Income from Keys Insurance Agency, Inc. operations		—		36		—		201
Income tax expense		—		14		—		75

INCOME FROM DISCONTINUED OPERATIONS		—		22		—		126

NET INCOME	$	1,337	$	1,163	$	3,867	$	3,638

BASIC EARNINGS PER SHARE:
Continuing operations	$	0.24	$	0.26	$	0.75	$	0.84
Discontinued operations		—		—		—		0.03

Basic earnings per share	$	0.24	$	0.26	$	0.75	$	0.87

DILUTED EARNINGS PER SHARE:
Continuing operations	$	0.23	$	0.25	$	0.72	$	0.80
Discontinued operations		—		—		—		0.03

Diluted earnings per share	$	0.23	$	0.25	$	0.72	$	0.83

(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, July 1, 2004		5,657,957	$	566	$	38,090	$	27,591		($	1,081	)	$	65,166
Comprehensive income:
Net income				—		—		1,337			—			1,337
Other comprehensive income, net of tax expense of $913:
Net market valuation adjustment on securities available for sale				—		—		—			1,517
Less: reclassification adjustment for gains included in net income				—		—		—			(4	)
Other comprehensive income, net of tax														1,513

Comprehensive income														2,850

Exercise of stock options		14,245		1		98		—			—			99
Income tax benefit from stock options exercised				—		49		—			—			49
Cash dividends declared, $.1125 per share				—		—		(637	)		—			(637	)

Balance, September 30, 2004		5,672,202	$	567	$	38,237	$	28,291		$	432		$	67,527


					Additional						Accumulated Other			Total
			Common		Paid in			Retained			Comprehensive			Shareholders’
	Shares		Stock		Capital			Earnings			Income (Loss)			Equity
Balance, July 1, 2003		4,407,578	$	441	$	13,843		$	24,559		$	1,511		$	40,354
Comprehensive income:
Net income				—		—			1,163			—			1,163
Other comprehensive income, net of tax benefit of $647:
Net market valuation adjustment on securities available for sale				—		—			—			(1,072	)
Less: reclassification adjustment for gains included in net income				—		—			—			(2	)
Other comprehensive income, net of tax															(1,074	)

Comprehensive income															89

Exercise of stock options		500		—		7			—			—			7
Private Placement of 280,653 common shares				—		(1	)		—			—			(1	)
Cash dividends declared, $.11 per share				—		—			(485	)		—			(485	)

Balance, September 30, 2003		4,408,078	$	441	$	13,849		$	25,237		$	437		$	39,964

(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				—		—		3,867			—			3,867
Other comprehensive income, net of tax expense of $54:
Net market valuation adjustment on securities available for sale				—		—		—			151
Less: reclassification adjustment for gains included in net income				—		—		—			(64	)
Other comprehensive income, net of tax				—		—		—						87

Comprehensive income														3,954

Public offering of 1,150,000 shares		1,150,000		115		23,115								23,230
Exercise of stock options		90,874		9		624		—			—			633
Income tax benefit from stock options exercised		—		—		243								243
Cash dividends declared, $.3375 per share				—		—		(1,779	)		—			(1,779	)

Balance, September 30, 2004		5,672,202	$	567	$	38,237	$	28,291		$	432		$	67,527


					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				—		—		3,638			—			3,638
Other comprehensive income, net of tax benefit of $408:
Net market valuation adjustment on securities available for sale				—		—		—			(673	)
Less: reclassification adjustment for gains included in net income				—		—		—			(5	)
Other comprehensive income, net of tax				—		—		—						(678	)

Comprehensive income														2,960

Exercise of stock options		91,800		10		568		—			—			578
Private Placement of 280,653 common shares		280,653		28		4,315								4,343
Cash dividends declared, $.33 per share				—		—		(1,423	)		—			(1,423	)

Balance, September 30, 2003		4,408,078	$	441	$	13,849	$	25,237		$	437		$	39,964

(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 nine month period ended
	September 30,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	3,867		$	3,638
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of investments		42			45
Amortization of intangible assets		222			219
Depreciation of premises and equipment		1,393			1,307
Provision for loan losses		1,489			1,035
Provision for losses on unfunded loan commitments		18			—
Deferred income tax benefit		(98	)		(571	)
Deferred net loan costs and fees		(224	)		(840	)
Investment securities net gains		(103	)		(8	)
Net (gain) loss on sale/disposal of premises and equipment		—			(2	)
Loss on sale of assets of Keys Insurance Agency, Inc.		—			15
Gain on sale of investment in ERAS JV		—			(202	)
Gain on sales of government guaranteed loans, net		—			(87	)
Mortgage loans originated for sale

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