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
~~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~~5,672,302

Class		Outstanding as of ~~July 31,~~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 ~~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~~Ex-31.1: Section 302 Certification of President and CEO ~~Certification~~
~~Ex-31.2~~Ex-31.2: Section 302 Certification of Executive Vice President and CFO ~~Certification~~
~~Ex-32.1~~Ex-32.1: Section 906 Certification of President and CEO ~~Certification~~
~~Ex-32.2~~Ex-32.2: Section 906 Certification of Executive Vice President and 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		September 30, 2004		December 31, 2003
	(Unaudited)					(Unaudited)
ASSETS
Cash and due from banks	$	25,607		$	17,197	$	17,363	$	17,197
Federal funds sold		10,889			16,484		—		16,484

Cash and cash equivalents		36,496			33,681		17,363		33,681
Investment securities available for sale		81,652			52,557		78,697		52,557
Loans, net of deferred loan costs and fees		592,459			540,413		620,333		540,413
Less: allowance for loan losses		5,806			5,216		6,089		5,216

Loans, net		586,653			535,197		614,244		535,197
Premises and equipment, net		24,455			21,073		26,898		21,073
Goodwill		155			155		155		155
Intangible assets, net		1,541			1,687		1,465		1,687
Accrued interest receivable and other assets		29,568			24,948		26,864		24,948

TOTAL ASSETS	$	760,520		$	669,298	$	765,686	$	669,298

LIABILITIES
Deposits:
Noninterest-bearing demand	$	145,393		$	121,728	$	133,888	$	121,728
Interest-bearing		479,001			432,085		504,411		432,085

Total Deposits		624,394			553,813		638,299		553,813
Federal Home Loan Bank (FHLB) advances		38,500			45,000		25,000		45,000
Short-term borrowings		6,874			4,041		9,353		4,041
Long-term borrowings		18,250			18,250		18,250		18,250
Accrued interest payable and other liabilities		7,336			6,948		7,257		6,948

TOTAL LIABILITIES		695,354			628,052		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, 5,657,957 and 4,431,328 shares issued		566			443
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		38,090			14,255		38,237		14,255
Retained earnings		27,591			26,203		28,291		26,203
Accumulated other comprehensive income		(1,081	)		345		432		345

TOTAL SHAREHOLDERS’ EQUITY		65,166			41,246		67,527		41,246

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	760,520		$	669,298	$	765,686	$	669,298

TIB FINANCIAL CORP.

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


	Three months ended				Six months ended				Three months ended				Nine months ended
	June 30,				June 30,				September 30,				September 30,
	2004		2003		2004		2003		2004		2003		2004		2003
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	8,960	$	7,698	$	17,560	$	15,277	$	9,648	$	7,974	$	27,208	$	23,250
Investment securities:
U.S. Treasury securities		36		2		38		4		43		2		81		6
U.S. Government agencies and corporations		546		442		902		969		573		577		1,475		1,546
States and political subdivisions, tax-exempt		111		83		205		144		107		92		312		236
States and political subdivisions, taxable		51		62		104		125		48		60		152		184
Marketable equity securities		61		—		120		—		66		—		186		—
Interest bearing deposits in other bank		4		—		5		1		4		1		9		2
Federal Home Loan Bank Stock		9		14		24		30		16		10		40		40
Federal funds sold		41		151		79		193		23		34		102		227

TOTAL INTEREST AND DIVIDEND INCOME		9,819		8,452		19,037		16,743		10,528		8,750		29,565		25,491

INTEREST EXPENSE
Deposits		1,980		2,124		3,872		4,104		2,231		1,952		6,103		6,056
Federal Home Loan Bank advances		70		33		164		102		95		44		259		146
Short-term borrowings		12		10		21		21		19		9		40		30
Long term borrowings		396		397		791		795		402		398		1,193		1,193

TOTAL INTEREST EXPENSE		2,458		2,564		4,848		5,022		2,747		2,403		7,595		7,425

NET INTEREST INCOME		7,361		5,888		14,189		11,721		7,781		6,347		21,970		18,066
PROVISION FOR LOAN LOSSES		649		258		1,018		588		471		447		1,489		1,035

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		6,712		5,630		13,171		11,133		7,310		5,900		20,481		17,031
NON-INTEREST INCOME
Service charges on deposit accounts		637		586		1,281		1,158		619		632		1,900		1,790
Investment securities gains, net		52		—		96		5		7		3		103		8
Merchant bankcard processing income		1,534		1,221		3,294		2,599		1,221		1,213		4,515		3,812
Gain on sale of government guaranteed loans		—		—		—		88		—		—		—		87
Fees on mortgage loans sold		645		609		1,043		1,211		363		589		1,406		1,800
Retail investment services		107		99		201		186		89		112		290		299
Gain on sale of investment in ERAS Joint Venture		—		202		—		202		—		—		—		202
Other income		356		371		689		717		344		347		1,033		1,065

TOTAL NON-INTEREST INCOME		3,331		3,088		6,604		6,166		2,643		2,896		9,247		9,063
NON-INTEREST EXPENSE
Salaries and employee benefits		3,614		3,074		7,056		6,241		3,699		3,271		10,755		9,512
Net occupancy expense		1,191		1,082		2,313		2,109		1,212		1,088		3,525		3,197
Other expense		3,348		2,713		6,578		5,302		3,013		2,681		9,591		7,983

TOTAL NON-INTEREST EXPENSE		8,153		6,869		15,947		13,652		7,924		7,040		23,871		20,692

INCOME BEFORE INCOME TAX EXPENSE		1,890		1,849		3,828		3,647		2,029		1,756		5,857		5,402
INCOME TAX EXPENSE		633		638		1,298		1,275		692		615		1,990		1,890

INCOME FROM CONTINUING OPERATIONS	$	1,257	$	1,211	$	2,530	$	2,372	$	1,337	$	1,141	$	3,867	$	3,512
DISCONTINUED OPERATIONS
Income from Keys Insurance Agency, Inc. operations		—		121		—		165		—		36		—		201
Income tax expense		—		46		—		62		—		14		—		75

INCOME FROM DISCONTINUED OPERATIONS		—		75		—		103		—		22		—		126

NET INCOME	$	1,257	$	1,286	$	2,530	$	2,475	$	1,337	$	1,163	$	3,867	$	3,638

BASIC EARNINGS PER SHARE:
Continuing operations	$	0.23	$	0.29	$	0.51	$	0.57	$	0.24	$	0.26	$	0.75	$	0.84
Discontinued operations		—		0.02		—		0.03		—		—		—		0.03

Basic earnings per share	$	0.23	$	0.31	$	0.51	$	0.60	$	0.24	$	0.26	$	0.75	$	0.87

DILUTED EARNINGS PER SHARE:
Continuing operations	$	0.22	$	0.28	$	0.49	$	0.56	$	0.23	$	0.25	$	0.72	$	0.80
Discontinued operations		—		0.02		—		0.02		—		—		—		0.03

Diluted earnings per share	$	0.22	$	0.30	$	0.49	$	0.58	$	0.23	$	0.25	$	0.72	$	0.83

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						For the nine month period ended
	June 30,						September 30,
	2004			2003			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	2,530		$	2,475		$	3,867		$	3,638
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of investments		24			32			42			45
Amortization of intangible assets		146			146			222			219
Depreciation of premises and equipment		926			862			1,393			1,307
Provision for loan losses		1,018			588			1,489			1,035
Provision for losses on unfunded loan commitments		(11	)		—			18			—
Deferred income tax benefit		(360	)		(213	)		(98	)		(571	)
Deferred net loan costs and fees		(291	)		(502	)		(224	)		(840	)
Investment securities net gains		(96	)		(5	)		(103	)		(8	)
Net (gain) loss on sale/disposal of premises and equipment		6			(1	)		—			(2	)
Loss on sale of assets of Keys Insurance Agency, Inc.								—			15
Gain on sale of investment in ERAS JV		—			(202	)		—			(202	)
Gain on sales of government guaranteed loans, net		—			(88	)		—			(87	)
Mortgage loans originated for sale		(62,472	)		(59,192	)		(83,534	)		(90,336	)
Proceeds from sale of mortgage loans		60,150			62,985			83,117			92,136
Fees on mortgage loans sold		(1,043	)		(1,211	)		(1,406	)		(1,800	)
Increase in accrued interest receivable and other assets		(361	)		(443	)
(Increase) decrease in accrued interest receivable and other assets								(349	)		3,774
Increase (decrease) in accrued interest payable and other liabilities		455			(1,677	)		346			(1,390	)

NET CASH PROVIDED BY OPERATING ACTIVITIES		621			3,554			4,780			6,933

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale		(38,368	)		(4,592	)		(38,368	)		(24,846	)
Repayments of principal and maturities of investment securities available for sale		1,960			12,073			3,149			13,101
Sales of investment securities available for sale		5,099			—			9,281			—
Net sale of FHLB stock		325			201
Net sale (purchase) of FHLB stock								1,000			(390	)
Purchase of life insurance policies								(700	)		(250	)
Proceeds from sales of government guaranteed loans		569			2,241			569			2,241
Proceeds from sales assets of Keys Insurance Agency, Inc.								—			184
Loans originated or acquired, net of principal repayments		(52,751	)		(33,835	)		(79,872	)		(69,294	)
Proceeds from the sale of investment in ERAS JV					327			—			327
Purchases of premises and equipment		(4,317	)		(2,438	)		(8,276	)		(2,944	)
Sales of premises and equipment		4			2			98			4

NET CASH USED BY INVESTING ACTIVITIES		(87,479	)		(26,021	)		(113,119	)		(81,867	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in federal funds purchased and securities sold under agreements to repurchase		2,832			676
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase								5,312			(1,507	)
Net increase in FHLB short-term advances		3,500			—			10,000			15,000
Proceeds from FHLB long-term advances		—			10,000
Repayments of FHLB long-term advances		(10,000	)		(20,000	)		(30,000	)		—
Net increase in demand, money market and savings accounts		49,120			19,561			43,562			17,265
Net increase in time deposits		21,461			50,605			40,924			42,934
Proceeds from exercise of stock options		534			571			633			578
Proceeds from private placement of common stock		—			4,344			—			4,343
Proceeds from public offering of common stock		23,230			—			23,230			—
Cash dividends paid		(1,004	)		(897	)		(1,640	)		(1,381	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		89,673			64,860			92,021			77,232

NET INCREASE IN CASH AND CASH EQUIVALENTS		2,815			42,393			(16,318	)		2,298
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		33,681			24,070			33,681			24,070

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	36,496		$	66,463		$	17,363		$	26,368

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
Cash paid for:
Interest	$	5,993		$	5,662
Income taxes		1,135			1,775

TIB FINANCIAL CORP.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~June~~September 30, 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~~sixteen 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 Company’s accounting policies, refer to the Company’s 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. (this corporation was dissolved in March 2004 – see Note 2), and Keys Insurance Agency, Inc. (whose assets were sold in August 2003 —– see Note 10) and the Bank’s two subsidiaries, TIB Government Loan Specialists, Inc. (this corporation was 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).

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 Company’s methodology and reporting of the allowance for loan losses is included in the 2003 Annual Report and 10-K.

NOTE 2 – ACQUISITIONS AND DIVESTITURES

On May 29, 2003, TIB Software and Services, Inc. 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 TIB Software and 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 10 – “Discontinued Operations” for details on the transaction. In March 2004, the Company filed Articles of Dissolution dissolving Keys Insurance Agency, Inc.

In March 2004, the Company filed Articles of Dissolution dissolving TIB Government Loan Specialists, Inc. Activities performed through this corporation are now performed through TIB Bank.

Activity in the allowance for loan losses for the ~~six~~nine months ended ~~June~~September 30, 2004 and ~~June~~September 30, 2003 follows:

Stock options for ~~33,736~~32,500 and ~~1,923~~5,000 shares of common stock were not considered in computing diluted earnings per common share for the three months ended ~~June~~September 30, 2004 and 2003 because they were anti-dilutive. Stock options for ~~26,909~~28,786 and ~~967~~2,326 shares of common stock were not considered in computing diluted earnings per common share for the ~~six~~nine months ended ~~June~~September 30, 2004 and 2003 because they were anti-dilutive. The effect of stock options is the sole common stock equivalent for purposes of calculating diluted earnings per common share.

Total stock options granted, exercised, and expired/forfeited during the ~~six~~nine months ended ~~June~~September 30, 2004, were 37,500, ~~76,629,~~90,874, and ~~7,400,~~7,900, respectively. As of ~~June~~September 30, 2004, there were ~~430,976~~416,231 options for shares outstanding.

Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation.”

On February 24, 2004, the Board of Directors approved the 2004 Equity Incentive Plan for directors and employees, which was also approved by the shareholders at their annual meeting held on May 25, 2004. The Plan allows the Company to continue to provide equity compensation to employees and directors in order to enable the Company to attract and retain qualified persons to serve as directors and employees, to enhance their equity interest in the Company, and thereby to solidify their common interest with shareholders in enhancing the value and growth of the Company. Refer to the Company’s 2004 Proxy statement for additional information regarding the 2004 Equity Incentive Plan.

Federal banking regulators have established certain capital adequacy standards required to be maintained by banks and bank holding companies. The minimum requirements established in the regulations are set forth in the table below, along with the actual ratios at ~~June~~September 30, 2004 and December 31, 2003:

Management believes, as of ~~June~~September 30, 2004, that the Company and the Bank met all capital requirements to which they are subject. The Company has included the trust preferred securities that were issued in September 2000 and July 2001 in Tier 1 capital.

We completed an offering of 1,150,000 shares of our common stock during the second quarter of 2004.

TIB Financial Corp. has two reportable segments in their continuing operations: community banking and merchant bankcard processing. The community banking segment’s business is to attract deposits from the public and to use such deposits to make real estate, business and consumer loans in its primary service area. The merchant bankcard processing segment processes credit card transactions for local merchants. Parent and other includes the operations of the holding company and retail investment service operations of the Bank.

The results of Keys Insurance Agency, Inc. are not included in the segment reporting as they are classified separately as discontinued operations in our consolidated financial statements (see Note 10). ~~Total assets of Keys Insurance Agency, Inc. at June 30, 2004 and June 30, 2003 were $0 and $2.3 million respectively.~~

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different marketing strategies.

Intercompany transactions have been ~~ignored~~eliminated in preparing the segment reporting amounts below.

The Company discontinued separate reporting of its “government guaranteed loan sales and servicing” segment in 2003. This segment is now included as part of the “Community Banking” segment above.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and as such may involve known and unknown risk, uncertainties and other factors which may cause the actual results, performance or achievements of TIB Financial Corp. to be materially different from future results described in such forward-looking statements. Actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation: the effects of future economic conditions; governmental monetary and fiscal policies, as well as legislative and regulatory changes; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, and interest rate risks; the effects of competition from other commercial banks, thrifts, consumer finance companies, and other financial institutions operating in the Company’s market area and elsewhere. All forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements. The Company disclaims any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion addresses the factors that have affected the financial condition and results of operations of TIB Financial Corp. (the “Company”) as reflected in the unaudited consolidated statement of condition as of ~~June~~September 30, 2004, and statement of income for the three months and ~~six~~nine months ended ~~June~~September 30, 2004. Operating results for the three months and ~~six~~nine months ended ~~June~~September 30, 2004 are not necessarily indicative of trends or results to be expected for the year ended December 31, 2004.

Our net income of ~~$1,257,000~~$1,337,000 for the ~~second~~third quarter of 2004 ~~was a $29,000~~increased $174,000, or ~~2.3% decrease~~15.0%, compared to ~~$1,286,000~~$1,163,000 for the same period last year. Net income from continuing operations was ~~$1,257,000~~$1,337,000 for the ~~second~~third quarter of 2004, compared to ~~$1,211,000~~$1,141,000 for the ~~second~~third quarter of 2003, an increase of ~~$46,000~~$196,000 or ~~3.8%~~17.2%. As discussed in Note 10, the Company closed the sale of the assets of its wholly owned subsidiary, Keys Insurance Agency, Inc., in the third quarter of 2003.

Basic and diluted earnings per share for continuing operations for the ~~second~~third quarter of 2004 were ~~$0.23~~$0.24 and ~~$0.22~~$0.23, respectively, as compared to ~~$0.29~~$0.26 and ~~$0.28~~$0.25 per share in the previous year’s quarter. Basic weighted average common equivalent shares outstanding for the three months ended ~~June~~September 30, 2004 were ~~5,434,532~~5,660,075 compared to ~~4,152,481~~4,407,920 for the three months ended

~~months ended June~~September 30, 2003. This ~~30.9%~~28.4% increase in shares outstanding resulted from the exercise of stock options and the issuance of 1,150,000 shares in the second quarter of 2004 in connection with a public ~~stock~~ offering of our shares.

Annualized return on average assets was ~~0.69%~~0.72% and ~~0.83%~~0.74% for the ~~second~~third quarter of 2004 and 2003, while the annualized return on average shareholders’ equity was ~~8.31%~~8.06% and ~~14.29%~~11.64% for the same period. The decline in the return on average shareholders’ equity in the current year is primarily attributable to the 69.0% increase in shareholders’ equity from September 30, 2003 to September 30, 2004 due to the stock offering in the second quarter of 2004 and exercises of stock options.

NET INTEREST INCOME

Net interest income represents the amount by which interest income on interest-earning assets exceeds interest expense incurred on interest-bearing liabilities. Net interest income is the largest component of our income, and is affected by the interest rate environment, and the volume and the composition of interest-earning assets and interest-bearing liabilities. Our interest earning assets include loans, federal funds sold, interest bearing deposits in other banks, and investment securities. Our interest-bearing liabilities include deposits, federal funds purchased, notes payable related to Company shares repurchased, subordinated debentures, advances from the Federal Home Loan Bank, and other short term borrowings.

Net interest income increased $1,434,000, or 22.6%, to $7,781,000 in the three months ended September 30, 2004 as compared to the same period last year. The prime rate as published in the Wall Street Journal began 2003 at 4.25% and in June 2003 it declined to 4.00% and remained at that rate until July of 2004 when it increased to 4.25%. In August the rate increased to 4.50% and increased again in September to 4.75%. Many of the Bank’s loans are indexed to this floating rate, although they may also include floors. The higher level of prime rate in the third quarter of 2004 compared to the comparative period in 2003 has not yet significantly impacted yields in the loan portfolio as the effects of the higher rates are just beginning to be reflected in variable loan re-pricings and new loan production. Increased loan volume is the primary driver affecting the increased net interest income in the current period.

PROVISION FOR LOAN LOSSES

The provision for loan losses represents the charge to income necessary to adjust the allowance for loan losses to an amount that represents management’s assessment of the estimated probable credit losses inherent in our loan portfolio which have been incurred at each balance sheet date.

The provision for loan losses increased $24,000, or 5.4%, to $471,000 in the third quarter of 2004 compared to $447,000 in the comparable prior year quarter. The higher provision for loan losses in 2004 was primarily attributable to the continued growth and change in composition of the loan portfolio coupled with slightly higher charge offs. Total loans outstanding grew $27.9 million, or 4.7%, during the third quarter of 2004, as compared to $37.3 million, or 7.9%, during the third quarter of 2003. The largest dollar increase during the third quarter of 2004 occurred in commercial real estate loans which increased $8.7 million, or 2.6%. This compares to an $8.0 million, or 2.8% increase in commercial real estate loans during the third quarter of 2003. We have also continued to expand our indirect lending portfolio. At September 30, 2004, indirect auto dealer loans accounted for $83.7 million, or 13.5%, of our loan portfolio. This compares to an indirect lending portfolio of $50.9 million at September 30, 2003 which represented 10.0% of our total loan portfolio.

Total loans outstanding were $618.3 million at September 30, 2004, compared to $510.5 million at September 30, 2003. Net charge-offs were $188,000 during the three months ended September 30, 2004 compared to $147,000 for the same period in 2003.

Management will continue to monitor the credit quality of the lending portfolio and will recognize additional provisions in the future as necessary, in the opinion of management, to maintain the allowance for loan losses at an appropriate level.

NON-INTEREST INCOME

Non-interest income for the third quarter of 2004 was $2,643,000. This represents a $253,000 or 8.7% decrease over the prior year quarter which totaled $2,896,000. The decrease in non-interest income is primarily attributable to a decrease of $226,000 in fees on mortgage loans sold. This decrease in fees on mortgage loans sold is primarily a result of delayed closings due to an abnormally active hurricane season in South Florida combined with a decline in South Florida market refinancing and mortgage loan application activity.

NON-INTEREST EXPENSE

Non-interest expense for the third quarter of 2004 was $7,924,000. This represents an $884,000, or 12.6%, increase over the prior year quarter which totaled $7,040,000. The increase in non-interest expense is attributable to salaries and employee benefits increasing $428,000, net occupancy expense increasing $124,000, and other expense increasing $332,000. The increases are primarily the result of costs associated with the growth of our business and continued investment and expansion in the Southwest Florida market.

At September 30, 2004 the Bank had 303 full-time employees, compared to 253 at September 30, 2003. The increase in staff was required to manage the growth of the organization.

In general, as we continue to renovate facilities and add branches, the net occupancy expense category will grow overall. In December 2003, we leased a new operations facility in Homestead, Florida. Building rent expense on this property for the three months ended September 30, 2004 totaled $35,000. Pursuant to the opening of the Metro Parkway and Prospect Ave locations in Southwest Florida, the third quarter of 2004 included approximately $70,000 in occupancy expenses associated with the operations of these newly opened branches.

In the category of other expense, professional fees increased approximately $112,000 due primarily to increased internal control documentation and testing costs related to the implementation of the Sarbanes Oxley Act of 2002.

INCOME TAXES

The provision for income taxes related to continuing operations totaled $692,000, for an effective tax rate of 34.1%, for the three months ended September 30, 2004, and $615,000, for an effective tax rate of 35.0%, for the three months ended September 30, 2003.

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

RESULTS OF OPERATIONS

Our net income of $3,867,000 for the first nine months of 2004 increased $229,000, or 6.3%, compared to $3,638,000 for the same period last year. Net income from continuing operations was $3,867,000 for the first nine months of 2004, compared to $3,512,000 for the first nine months of 2003, an increase of $355,000 or 10.1%. As discussed in Note 10, the Company closed the sale of the assets of its wholly owned subsidiary, Keys Insurance Agency, Inc. in the third quarter of 2003.

Basic and diluted earnings per share for the first nine months of 2004 were $0.75 and $0.72 respectively as compared to $0.87 and $0.83 per share in the previous year’s period. Basic weighted average common equivalent shares outstanding for the nine months ended September 30, 2004 were 5,187,456 compared to 4,204,840 for the nine months ended September 30, 2003. This 23.4% increase in shares outstanding resulted from the issuance of an additional 1,150,000 shares in the second quarter of 2004 in connection with a public offering of our common stock that raised $23.2 million in new capital, the issuance of 280,653 shares in June 2003 in connection with a private placement of our stock that raised $4.3 million in new capital, and the exercise of stock options.

Annualized return on average assets was 0.71% and 0.79% for the first nine months of 2004 and 2003, while the annualized return on average shareholders’ equity was 9.15% and 13.21% for the same period. The decline in the return on average shareholders’ equity in the current year is primarily attributable to the stock offering in the second quarter of 2004.

NET INTEREST INCOME

Net interest income increased ~~$1,473,000,~~$3,904,000, or ~~25.0%~~21.6%, to ~~$7,361,000~~$21,970,000 in the ~~three~~nine months ended ~~June~~September 30, 2004 as compared to the same period last year. The prime rate as published in the Wall Street Journal began 2003 at 4.25% and in June 2003 it declined to 4.00% and remained at that rate until July of ~~2004.~~2004 when it increased to 4.25%. In August the rate increased to 4.50% and increased again in September to 4.75%. Many of the Bank’s loans are indexed to this floating rate, although they also include floors. ~~The lower level~~

With short-term interest rates increasing slowly, or as the Federal Reserve would say, stimulus being removed at a measured pace, our yields on assets and cost of ~~prime~~liabilities are increasing in roughly equal percentages. Both of these have been modest in degree as many loans are still below their floors and many deposits with administered rates have increased only slightly. Going forward, we would expect further market rate increases to more directly affect loan yields and deposit costs as more adjustable loans move through their floor levels and competitive pressures result in deposit rates increasing more rapidly. We believe he predominant driver in the second quarter of 2004 compared to the comparative period in 2003 did result in a lower average yield in the loan portfolio, however, increased loan volumes and decreased deposit rates more than compensated for this allowing for the reported increase in net interest ~~income.~~

~~PROVISION FOR LOAN LOSSES~~

~~The provision for loan losses represents the charge to~~ income necessary to adjust the allowance for loan losses to an amount that represents management’s assessment of the estimated probable credit losses inherent in our loan portfolio which have been incurred at each balance sheet date.

The provision for loan losses increased $391,000, or 151.6%, to $649,000 in the second quarter of 2004 compared to $258,000 in the comparable prior year quarter. The higher provision for loan losses in 2004 was primarily attributable to the growth in the loan portfoliois and change in composition of the loan portfolio. Total loans outstanding grew $40.7 million, or 7.4%, during the second quarter of 2004, as compared to only $14.8 million, or 3.2%, during the second quarter of 2003. The largest dollar increase during the second quarter of 2004 occurred in commercial real estate loans which increased $35.8 million, or 12.2%. This compares to a $10.4 million, or 3.8% increase in commercial real estate loans during the second quarter of 2003. We have also continued to expand our indirect lending portfolio. At June 30, 2004, indirect auto dealer loans accounted for $76.8 million, or 13.0%, of our loan portfolio. This compares to an indirect lending portfolio of $39.2 million at June 30, 2003 which represented 8.3% of our total loan portfolio.

Total loans outstanding were $590.4 million at June 30, 2004, compared to $473.1 million at June 30, 2003. Net charge-offs were $190,000 during the three months ended June 30, 2004 compared to $73,000 for the same period in 2003.

~~Management~~ will continue to monitor the credit quality of the lending portfolio and will recognize additional provisions in the future as necessary, in the opinion of management, to maintain the allowance for loan losses at an appropriate level.

~~NON-INTEREST INCOME~~

Non-interest income for the second quarter of 2004 was $3,331,000. This represents a $243,000 or 7.9% increase over the prior year quarter which totaled $3,088,000. The increase in non-interest income is primarily attributable to an increase of $313,000 in merchant bankcard processing income, partially offset by a $202,000 decrease from the gain on sale of investment in ERAS JV.

The $313,000 increase in merchant bankcard processing income is primarily a result of volume increases. On May 29, 2003, we sold our remaining interest in ERAS Joint Venture and recognized a pretax gain of $202,000 on this transaction.

~~NON-INTEREST EXPENSE~~

Non-interest expense for the second quarter of 2004 was $8,153,000. This represents a $1,284,000 or 18.7% increase over the prior year quarter which totaled $6,869,000. The increase in non-interest expense is attributable to salaries and employee benefits increasing $540,000, net occupancy expense increasing $109,000, and other expense increasing $635,000. The increases are primarily the result of costs associated withbe the growth of our ~~business~~balance sheet. Although the timing and ~~continued expansion into~~possible effects of future changes in interest rates could be significant, we expect any such impact to be considerably less in extent than the ~~Southwest Florida market.~~relative impact of asset growth.

1315

At June 30, 2004 the Bank had 275 full-time employees and 16 part-time employees, compared to 262 full-time employees and 14 part time employees at June 30, 2003. The increase in staff was required to manage the growth of the organization.

In the category of other expense, interchange and other bankcard expense increased approximately $323,000 over the prior year amount. These expenses are primarily tied to volume, and are consistent with the increase in merchant bankcard processing income we experienced. We did, however, experience an increase in the rates charged by our card associations in April 2004 that also contributed to this increase. Also, in the second quarter of 2004, we incurred $191,000 in employee relocation costs. These costs were incurred to relocate various employees, including the Company’s Chief Executive Officer, in connection with the relocation of our corporate headquarters from the Florida Keys to the Southwest Florida area.

~~INCOME TAXES~~

The provision for income taxes related to continuing operations totaled $633,000, for an effective tax rate of 33.5%, for the three months ended June 30, 2004, and $638,000, for an effective tax rate of 34.5%, for the three months ended June 30, 2003.

~~SIX MONTHS ENDED JUNE 30, 2004 AND 2003~~

~~RESULTS OF OPERATIONS~~

Our net income of $2,530,000 for the first six months of 2004 was a $55,000 or 2.2% increase compared to $2,475,000 for the same period last year. Net income from continuing operations was $2,530,000 for the first six months of 2004, compared to $2,372,000 for the first six months of 2003, an increase of $158,000 or 6.7%. As discussed in Note 10, the Company closed the sale of the assets of its wholly owned subsidiary, Keys Insurance Agency, Inc. in the third quarter of 2003.

Basic and diluted earnings per share for the first six months of 2004 were $0.51 and $0.49 respectively as compared to $0.60 and $0.58 per share in the previous year’s period. Basic weighted average common equivalent shares outstanding for the six months ended June 30, 2004 were 4,948,550 compared to 4,101,616. This 20.6% increase in shares outstanding resulted from the issuance of an additional 1,150,000 shares in the second quarter of 2004 in connection with a public offering of our common stock that raised $23.2 million in new capital, the issuance of 280,653 shares in June 2003 in connection with a private placement of our stock that raised $4.3 million in new capital, and the exercise of stock options.

Annualized return on average assets was 0.72% and 0.82% for the first six months of 2004 and 2003, while the annualized return on average shareholders’ equity was 9.84% and 14.10% for the same period. The decline in the return on average shareholders’ equity in the current year is primarily attributable to the stock offering in the second quarter of 2004.

~~NET INTEREST INCOME~~

Net interest income increased $2,468,000, or 21.1%, to $14,189,000 in the six months ended June 30, 2004 as compared to the same period last year. The prime rate as published in the Wall Street Journal began 2003 at 4.25% and in June 2003 it declined to 4.00% and remained at that rate until July of 2004. Many of the Bank’s loans are indexed to this floating rate, although they also include floors. The lower level of prime rate in the first six months of 2004 compared to the comparative period in 2003 did result in a lower average yield in the loan portfolio, however, increased loan volumes and decreased deposit rates more than compensated for this allowing for the reported increase in interest income.

The effect of the low interest rates is to contract our net interest margin in two ways. First, a low prime rate directly affects yields on loans tied to that index and even loans not indexed to prime are priced reflective of overall low asset yields. Second, deposit liabilities can only be priced down so far before the interest rate is too low to attract the volume of required funding. The net effect of this rate environment is a larger reduction in asset yields, generally, than the corresponding reduction in liability costs.

We were able to mitigate the effects of the interest rate environment for the following reasons. First, even though we are at low relative levels of interest rates, net interest margins have stabilized and we were able to decrease liability costs to a similar extent that asset yields contracted. Second, we have expanded a practice of requiring an interest rate floor on many new commercial loans. This proved effective in slowing the average decline in loan yields. Finally, we continue to change our mix of assets to slightly increase the percentage of higher yielding loans.

In April 2002, the Bank began a program to acquire indirect automobile loans. We predominantly buy loans from auto dealers in ~~southwest~~Southwest Florida which are for the purchase of new or late model used cars. We serve customers over a broad range of creditworthiness and the required terms and rates are reflective of those risk profiles. As of ~~June~~September 30, 2004 we had ~~$76.8~~$83.7 million of indirect auto dealer loans outstanding, compared to ~~$39.2~~$50.9 million at ~~June~~September 30, 2003. Coupled with the appropriate safeguards, we believe this product continues to offer us an opportunity to increase asset yields while not sacrificing our primary objective of maintaining strong asset quality.

The average yield on interest-earning assets for the first ~~six~~nine months of 2004 was ~~6.01%~~6.04% which was a decrease of 2416 basis points compared to the ~~6.25%~~6.20% yield earned during the first ~~six~~nine months of 2003. The average cost of interest-bearing deposits declined 3220 basis points from ~~2.02%~~1.94% during the first ~~six~~nine months of 2003 to ~~1.70%~~1.74% for the comparable period in 2004, and the rate of all interest-bearing liabilities decreased 3523 basis points, from ~~2.27%~~2.19% in 2003 to ~~1.92%~~1.96% in 2004. The Company’s net interest margin increased to 4.50% in the first ~~six~~nine months of 2004 compared to ~~4.39%~~4.40% in the first ~~six~~nine months of 2003. We anticipate interest rates to continue slowly trending up over the next twelve months. If this occurs or if rates remain stable, net interest margin should ~~expand only slightly due principally to strong new loan production. However, due to~~be fairly consistent as our mix of assets and liabilities should grow in roughly the ~~cash generated from~~same proportions that exist currently on our ~~recent stock offering in April 2004, there will be some near term compression in net interest margin until these funds are invested.~~balance sheet. Our margin is derived from the rate difference between our average yields on our current mix of assets in excess of our average cost of liabilities. ~~By the end of 2004, we anticipate the funds raised in our recent stock offering will be invested in a similar mix of assets as currently exists on our balance sheet.~~

1516

The following table presents average balances of the Company, the taxable-equivalent interest earned, and the rate paid thereon during the ~~six~~nine months ended ~~June~~September 30, 2004 and ~~June~~September 30, 2003.


				2004								2003								2004								2003
	Average			Income/		Yields/			Average			Income/		Yields/			Average			Income/		Yields/			Average			Income/		Yields/
(dollars in thousands)	Balances			Expense		Rates			Balances			Expense		Rates			Balances			Expense		Rates			Balances			Expense		Rates
Interest-earning assets:
Loans (1)(2)	$	558,197		$	17,562		6.33	%	$	457,724		$	15,279		6.73	%	$	574,003		$	27,212		6.33	%	$	469,225		$	23,254		6.63	%
Investment securities (2)		60,830			1,355		4.48	%		50,644			1,317		5.24	%		66,172			2,180		4.40	%		55,080			2,094		5.08	%
Marketable equity securities – 90% tax exempt (2)		3,448			175		10.23	%		—			—		—			3,395			272		10.70	%		—			—		—
Interest-bearing deposits in other banks		948			5		0.98	%		199			1		0.96	%		970			9		1.18	%		327			2		0.71	%
Federal Home Loan Bank stock		1,518			24		3.21	%		1,424			30		4.26	%		1,445			40		3.70	%		1,476			40		3.62	%
Federal funds sold		17,038			79		0.94	%		32,413			193		1.20	%		13,635			102		1.00	%		26,132			227		1.16	%

Total interest-earning assets		641,979			19,200		6.01	%		542,404			16,820		6.25	%		659,620			29,815		6.04	%		552,240			25,617		6.20	%

Non-interest-earning assets:
Cash and due from banks		19,781								15,600								18,803								15,463
Investment in ERAS		—								104								—								69
Premises and equipment, net		20,776								18,850								21,209								19,247
Allowances for loan losses		(5,405	)							(4,503	)							(5,564	)							(4,561	)
Other assets		28,504								29,399								28,622								28,786

Total non-interest-earning assets		63,656								59,450								63,070								59,004

Total assets	$	705,635							$	601,854							$	722,690							$	611,244

Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts	$	74,269			120		0.32	%	$	56,269			124		0.45	%	$	75,193			214		0.38	%	$	57,636			170		0.39	%
Money market		126,115			494		0.79	%		130,053			662		1.03	%		128,056			793		0.83	%		127,772			891		0.93	%
Savings deposits		42,860			82		0.39	%		33,472			98		0.59	%		43,738			127		0.39	%		34,677			133		0.51	%
Time deposits		213,760			3,176		2.99	%		190,863			3,220		3.40	%		221,498			4,969		3.00	%		196,239			4,862		3.31	%

Total interest-bearing deposits		457,004			3,872		1.70	%		410,657			4,104		2.02	%		468,485			6,103		1.74	%		416,324			6,056		1.94	%
Other interest-bearing liabilities:
Short-term borrowings and FHLB advances		32,052			185		1.16	%		18,091			123		1.37	%		31,258			299		1.28	%		18,319			176		1.28	%
Long-term borrowings		18,250			791		8.71	%		18,250			795		8.79	%		18,250			1,193		8.73	%		18,250			1,193		8.74	%

Total interest-bearing liabilities		507,306			4,848		1.92	%		446,998			5,022		2.27	%		517,993			7,595		1.96	%		452,893			7,425		2.19	%

Non-interest-bearing liabilities and shareholders’ equity:
Demand deposits		138,656								112,560								139,733								114,214
Other liabilities		8,265								7,201								8,586								7,420
Shareholders’ equity		51,408								35,095								56,378								36,717

Total non-interest-bearing liabilities and shareholders’ equity		198,329								154,856								204,697								158,351

Total liabilities and shareholders’ equity	$	705,635							$	601,854							$	722,690							$	611,244

Interest rate spread (tax equivalent basis)							4.09	%							3.98	%							4.08	%							4.01	%

Net interest income (tax equivalent basis)				$	14,352							$	11,798							$	22,220							$	18,192

Net interest margin (3) (tax equivalent basis)							4.50	%							4.39	%							4.50	%							4.40	%

(1)		Average loans include non-performing loans.

(2)		Interest income and rates include the effects of a tax equivalent adjustment using a Federal tax rate of 34% in adjusting tax exempt interest on tax exempt investment securities and loans to a fully taxable basis.

(3)		Net interest margin is net interest income divided by average total interest-earning assets.

(1)		The change in interest due to both rate and volume has been allocated to the volume and rate components in proportion to the relationship of the dollar amounts of the absolute change in each.

(2)		Interest income includes the effects of a tax equivalent adjustment using a federal tax rate of 34% in adjusting tax exempt interest on tax exempt investment securities and loans to a fully taxable basis.

The provision for loan losses increased ~~$430,000~~$454,000 or ~~73.1%~~43.9% to ~~$1,018,000~~$1,489,000 in the first ~~six~~nine months of 2004 compared to ~~$588,000~~$1,035,000 in the comparable prior year period. The higher provision for loan losses in 2004 was primarily attributable to the growth ~~in the loan portfolio~~ and change in composition of the loan portfolio. Total loans outstanding grew ~~$51.8~~$79.7 million, or ~~9.6%~~14.8%, during the first ~~six~~nine months of 2004, as compared to ~~only $31.4~~$68.7 million, or ~~7.1%~~15.6%, during the first ~~six~~nine months of 2003. The largest dollar increase during the first ~~six~~nine months of 2004 occurred in commercial real estate loans which increased ~~$32.3~~$41.0 million, or ~~10.9%~~13.8%. This compares to a ~~$18.2~~$26.2 million, or ~~6.9%~~9.9%, increase in commercial real estate loans during the first ~~six~~nine months of 2003. We have also continued to expand our indirect lending portfolio. At ~~June~~September 30, 2004, indirect auto dealer loans accounted for ~~$76.8~~$83.7 million, or ~~13.0%~~13.5%, of our loan portfolio. This compares to an indirect lending portfolio of ~~$39.2~~$50.9 million at ~~June~~September 30, 2003 which represented ~~8.3%~~only 10.0% of our total loan portfolio. These increases in volume and concentration of commercial real estate and indirect auto dealer loans relative to the composition of the loan portfolio translate to a greater than average increase in the provision for loan losses as our risk management policies dictate generally higher allocations of such provisions for these categories of loans.

Total loans outstanding were ~~$590.4~~$618.3 million at ~~June~~September 30, 2004, compared to ~~$473.1~~$510.5 million at ~~June~~September 30, 2003. Net charge-offs were ~~$428,000~~$616,000 during the ~~six~~nine months ended ~~June~~September 30, 2004 compared to ~~$306,000~~$453,000 for the same period in 2003. Management will continue to monitor the credit quality of the lending portfolio and will recognize additional provisions in the future as necessary, in the opinion of management, to maintain the allowance for loan losses at an appropriate level.

~~$695,000~~ $703,000 in merchant bankcard processing income, partially offset by a decrease of ~~$168,000~~$394,000 in fees on mortgage loans sold, and a $202,000 decrease ~~from~~related to the gain on sale of investment in ERAS ~~JV.~~JV recognized in the prior year period.

The increase in merchant bankcard processing income is primarily a result of volume increases. Fees on mortgage loans sold result from the immediate sale of various residential mortgages (primarily fixed rate loans) in the secondary market. The lower fees earned in the first ~~six~~nine months of 2004 compared to the prior year ~~ago~~ period are attributable to reduced refinancing activity, lower new sales activity, and thinner margins. On May 29, 2003, we sold our remaining interest in ERAS Joint Venture and recognized a pretax gain of $202,000 on this transaction.

NON-INTEREST EXPENSE

Non-interest expense for the first ~~six~~nine months of 2004 was ~~$15,947,000.~~$23,871,000. This represents a ~~$2,295,000~~$3,179,000, or ~~16.8%~~15.4%, increase over the prior year period which totaled ~~$13,652,000.~~$20,692,000. The increase in non-interest expense is attributable to salaries and employee benefits increasing ~~$815,000,~~$1,243,000, net occupancy expense increasing ~~$204,000,~~$328,000, and other expense increasing ~~$1,276,000.~~$1,608,000. The increases are primarily the result of costs associated with the growth of our business and continued expansion into the Southwest Florida market.

At ~~June~~September 30, 2004, the Bank had ~~275~~303 full-time ~~employees and 16 part-time~~ employees, compared to ~~262 full-time employees and 14 part time employees~~253 at ~~June~~September 30, 2003. The increase in staff was required to manage the growth of the organization.

In the category of other expense, interchange and other bankcard ~~expensed~~expense increased approximately ~~$613,000~~$648,000 over the prior year amount. These expenses are primarily tied to volume, and are consistent with the increase in merchant bankcard processing income we experienced. We did, however, experience an increase in the rates charged by our card associations in April 2004 that also contributed to this increase. Also, in the first ~~six~~nine months of 2004, we incurred $196,000 in employee relocation costs. These costs were incurred to relocate various employees, including the Company’s Chief Executive Officer, in connection with the relocation of our corporate headquarters from the Florida Keys to the Southwest Florida area. Another factor contributing to the increase in other expense was the increase in professional fees of approximately $184,000 over the prior year period due primarily to increased internal control documentation and testing costs related to the implementation of the Sarbanes Oxley Act of 2002.

INCOME TAXES

The change in income tax expense is primarily attributable to the growth in income before income taxes. The provision for income taxes related to continuing operations totaled ~~$1,298,000,~~$1,990,000, for an effective tax rate of ~~33.9%~~34.0%, for the ~~six~~nine months ended ~~June~~September 30, 2004, and ~~$1,275,000,~~$1,890,000, for an effective tax rate of 35.0%, for the ~~six~~nine months ended ~~June~~September 30, 2003.

BALANCE SHEET

Total assets at ~~June~~September 30, 2004 were ~~$760,520,000,~~$765,686,000, up ~~13.6%~~14.4% from total assets of $669,298,000 at December 31, 2003. Asset growth was primarily funded by an increase in deposits of ~~$70,581,000,~~$84,486,000, or ~~12.7%~~15.3%. Loans net of deferred loan costs increased ~~$52.0~~$79.9 million, or ~~9.6%~~14.8%, to ~~$592.5~~$620.3 million for the first ~~six~~nine months of 2004 from year end 2003. The largest dollar increase came in the commercial real estate loan category which increased ~~$32.3~~$41.0 million, or ~~10.9%~~13.8%. We have also continued to expand our indirect dealer auto loan program. At ~~June~~September 30, 2004, indirect auto loans accounted for ~~$76.8~~$83.7 million, or ~~13.0%~~13.5%, of our loan portfolio as compared to $59.4 million, or 11.0%, at December 31, 2003. Also, in the same period, investment securities increased ~~$29.1~~$26.1 million as a result of purchases of securities from funds generated from the stock offering in the second quarter of 2004.

During the first ~~six~~nine months of 2004, we reduced our advances from the Federal Home Loan Bank by ~~$6.5~~$20.0 million. Total advances outstanding were ~~$38.5~~$25.0 million at ~~June~~September 30, 2004 as compared to $45.0 million at December 31, 2003.

Shareholders’ equity totaled ~~$65.2~~$67.5 million at ~~June~~September 30, 2004, increasing ~~$23.9~~$26.3 million from December 31, 2003. Book value per share increased to ~~$11.52~~$11.90 at ~~June~~September 30, 2004 from $9.31 at December 31, 2003. The Company declared a quarterly dividend of $0.1125 per share in ~~both~~each of the first ~~and second quarter~~three quarters of 2004 and $0.11 per share in ~~both~~each of the first ~~quarter and second quarter~~three quarters of 2003.

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. 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, totaling $23.2 million, ~~provides~~provided capital to support continued loan and deposit growth throughout our South Florida markets.

(a) ~~Non-performing loans exclude~~Excludes the $1.6 million loan discussed below that is guaranteed for both principal and interest by the U.S. Department of Agriculture (USDA).

(b) Nonaccrual loans increased $860,000 from December 31, 2003 to June 30, 2004. Of the increase, $591,000 is attributable to the addition of one loan to nonaccrual status during the second quarter of 2004. In July 2004, this loan was satisfactorily paid off.

~~(c)~~ The Bank made a $10,000,000 loan to construct a lumber mill in northern Florida. Of this amount, $6,400,000 had been sold by the Bank to other lenders. The loan was partially guaranteed as to principal and interest by the USDA. In addition to business real estate and equipment, the loan was collateralized by the business owner’s interest in a trust. Under provisions of the trust agreement, beneficiaries cannot receive trust assets until November 2010.

During 2001, upon completion of foreclosure on the underlying collateral, the non-guaranteed portion of this loan and interest accrued through the foreclosure date was reclassified into other real estate ($550,000) and other assets (approximately $1,886,000) based on the fair value of the underlying-collateral. The portion of this loan guaranteed by the USDA was approximately $1.6 million at ~~June~~September 30, 2004 and December 31, 2003, and is accruing interest. Accrued interest on this loan totals approximately ~~$632,000~~$654,000 and $590,000 at ~~June~~September 30, 2004 and December 31, 2003, respectively.

The Bank is pursuing a sale of the property and equipment and has incurred various expenditures. The Bank capitalized the liquidation costs and a portion of the protective advances which it expects will be fully reimbursed by the USDA. Other real estate recorded on the Bank’s books totaled ~~$192,000~~$190,000 and $193,000 at ~~June~~September 30, 2004 and December 31, 2003, respectively. The non-guaranteed principal and interest ($1,961,000 at ~~June~~September 30, 2004 and December 31, 2003) and the reimbursable capitalized liquidation costs and protective advance costs totaling approximately ~~$570,000~~$567,000 and $511,000 at ~~June~~September 30, 2004 and December 31, 2003, respectively, are included as “other assets” in the financial statements.

The Bank sold certain pieces of equipment associated with the lumber mill property. Proceeds from the sales were used to reduce the other real estate amount and liquidation cost amounts recorded on the Bank’s books. In 2003, the Bank wrote down the carrying amount of the other real estate by $262,000 based upon anticipated proceeds from the sale of the property and remaining equipment.

Florida law requires a bank to liquidate or charge off repossessed real property within five years, and repossessed personal property within six months. The Bank was awarded title to the real property on June 12, 2001, and an adjudicated interest in the owner’s trust proceeds. The time constraints imposed by Florida law required that the personal property be disposed of or charged off by December 2001. The Bank applied to the State of Florida for an extension to carry the personal property on the Bank’s books and was granted an extension to carry the personal property on its books until June 11, 2003. Since the property had not been liquidated as of such date, the Bank

The allowance for loan losses amounted to ~~$5,806,000~~$6,089,000 and $5,216,000 at ~~June~~September 30, 2004 and December 31, 2003, respectively.

The allowance for loan losses is a valuation allowance for probable incurred credit losses in the loan portfolio. Our process for assessing the adequacy of the allowance for loan losses and the resultant need, if any, for periodic provisions to the allowance charged to income, includes both individual loan analyses and loan pool analyses. Individual loan analyses are periodically performed on loan relationships of a significant size, or when otherwise deemed necessary, and primarily encompass commercial real estate and other commercial loans. The result is that commercial real estate loans and commercial loans are divided into the following risk categories: Pass, Special Mention, and Substandard or worse. When appropriate, a specific reserve will be established for individual loans. Otherwise, we allocate an allowance for each risk category. The allocations are based on factors including historical loss rate, perceived economic conditions (local, national and global), perceived strength of our management, recent trends in loan loss history, and concentrations of credit.

Home equity loans, indirect auto dealer loans, residential loans and consumer loans generally are not analyzed individually. These loans are grouped into pools and assigned risk categories based on their current payment status and management’s assessment of risk inherent in the various types of loans. As above, when appropriate, a specific reserve will be established for individual loans. Otherwise, we allocate an allowance for each loan classification. The allocations are based on the same factors mentioned above.

Based on an analysis performed by management at ~~June~~September 30, 2004, the allowance for loan losses is considered to be adequate to cover estimated loan losses in the portfolio as of that date. However, management’s judgment is based upon a number of assumptions about future events, which are believed to be reasonable, but which may or may not prove valid. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that significant additional increases in the allowance for loan losses will not be required. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

LIQUIDITY

The goal of liquidity management is to ensure the availability of an adequate level of funds to meet the loan demand and deposit withdrawal needs of the Company’s customers. We manage the levels, types and maturities of earning assets in relation to the sources available to fund current and future needs to ensure that adequate funding will be available at all times.

In addition to maintaining a stable core deposit base, we maintain adequate liquidity primarily through the use of investment securities and unused borrowing capacity. The Bank has invested in Federal Home Loan Bank stock for the purpose of establishing credit lines with the Federal Home Loan Bank. The credit availability to the Bank is equal to 20 percent of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At ~~June~~September 30, 2004, there were ~~$38.5~~$25.0 million in advances outstanding in addition to a $15 million letter of credit used in lieu of pledging securities to the State of Florida. In July 2004, new agreements were executed with the FHLB and a blanket floating lien pledge of the Bank’s residential 1-4 family mortgage and commercial real estate secured loans was done to bring the collateral availability up to approximately ~~$138.8~~$158.0 million.

The Bank has an unsecured overnight federal funds purchased accommodation up to a maximum of $12.0 million from its principal correspondent bank.

In the second quarter of 2004, we completed the sale of 1,150,000 shares of our common stock at a price of $22.00 per share before commissions and expenses. The net proceeds provided additional liquidity along with additional capital to the Company. The net proceeds of the offering will be used to provide capital to support continued loan and deposit growth throughout our South Florida markets.

ASSET AND LIABILITY MANAGEMENT

Closely related to liquidity management is the management of interest-earning assets and interest-bearing liabilities. The Company manages its rate sensitivity position to avoid wide swings in net interest margins and to minimize risk due to changes in interest rates.

2021

Our interest rate sensitivity position at ~~June~~September 30, 2004 is presented in the table below:


	3 months			4 to 6			7 to 12			1 to 5			Over 5						3 months			4 to 6			7 to 12			1 to 5			Over 5
(dollars in thousands)	or less			Months			Months			years			Years			Total			or less			Months			Months			years			Years			Total
Interest-earning assets:
Loans	$	244,921		$	29,509		$	42,205		$	199,300		$	74,418		$	590,353		$	245,829		$	42,286		$	36,794		$	226,579		$	66,806		$	618,294
Investment securities-taxable		1,418			—			—			33,113			32,667			67,198			1,311			—			—			38,265			25,419			64,995
Investment securities-tax exempt		308			234			—			3,069			7,684			11,295			232			—			—			2,875			7,062			10,169
Marketable equity securities		3,159			—			—			—			—			3,159			3,533			—			—			—			—			3,533
Federal Home Loan Bank stock		1,925		��	—			—			—			—			1,925			1,250			—			—			—			—			1,250
Federal funds sold		10,889			—			—			—			—			10,889
Interest bearing deposit in other bank		930			—			—			—			—			930			519			—			—			—			—			519

Total interest-bearing assets		263,550			29,743			42,205			235,482			114,769			685,749			252,674			42,286			36,794			267,719			99,287			698,760

Interest-bearing liabilities:
NOW accounts		75,071			—			—			—			—			75,071			83,835			—			—			—			—			83,835
Money Market		134,216			—			—			—			—			134,216			127,376			—			—			—			—			127,376
Savings Deposits		43,223			—			—			—			—			43,223			47,247			—			—			—			—			47,247
Time deposits		54,726			29,257			71,609			70,888			11			226,491			29,160			38,999			48,875			128,915			5			245,954
Notes payable		—			—			—			—			5,250			5,250			—			—			—			—			5,250			5,250
Subordinated debentures		5,000			—			—			—			8,000			13,000			5,000			—			—			—			8,000			13,000
Other borrowings		45,374			—			—			—			—			45,374			34,353			—			—			—			—			34,353

Total interest-bearing liabilities		357,610			29,257			71,609			70,888			13,261			542,625			326,971			38,999			48,875			128,915			13,255			557,015

Interest sensitivity gap	$	(94,060	)	$	486		$	(29,404	)	$	164,594		$	101,508		$	143,124		$	(74,297	)	$	3,287		$	(12,081	)	$	138,804		$	86,032		$	141,745

Cumulative interest sensitivity gap	$	(94,060	)	$	(93,574	)	$	(122,978	)	$	41,616		$	143,124		$	143,124		$	(74,297	)	$	(71,010	)	$	(83,091	)	$	55,713		$	141,745		$	141,745

Cumulative sensitivity ratio		(13.7	)%		(13.6	)%		(17.9	)%		6.1	%		20.9	%		20.9	%		(10.6	)%		(10.2	)%		(11.9	)%		8.0	%		20.3	%		20.3	%

We are cumulatively liability sensitive through the one year time period, and asset sensitive in the over one year timeframes above. Certain liabilities such as NOW and passbook savings accounts, while technically subject to immediate repricing in response to changing market rates, historically do not reprice as quickly nor to the extent as other interest sensitive accounts. Accordingly, if market interest rates should decrease, it is anticipated that the net interest margin would decrease. Because of non-interest bearing liabilities, total interest-earning assets are substantially greater than the total interest-bearing liabilities and therefore it is anticipated that over time the effects on net interest income from changes in asset yield will be greater than the change in expense from liability cost. Therefore, if rates increase, it is anticipated that the net interest margin would, over time, increase, and this is particularly true over longer time horizons since the Company has more total assets subject to rate changes than total liabilities that are rate sensitive. However, over the next several months, the liquidity generated from our recent stock offering will cause some compression in net interest margin until these funds are fully invested, irrespective of changes in market interest rates.

Even in the near term, we believe the ~~$123~~$83 million one year cumulative negative sensitivity gap may exaggerate the probable effects on earnings in a ~~rising~~changing rate environment for two reasons. First, the liabilities subject to repricing are predominately not indexed to any specific market rate and therefore, offer the Company the opportunity to delay or diminish any rate repricings. Further, in this current rate environment, the Bank has been originating loans with interest rate floors. The effect of this has been to decrease the volatility of net interest margin and decrease asset sensitivity due to the fact that these loans behave similar to fixed rate loans in periods over a significant range of interest rate changes.

Interest-earning assets and other time deposits are presented based on their contractual terms. It is anticipated that run off in any deposit category will be approximately offset by new deposit generation. Since we have experienced steady growth in deposits, no net run off in any deposit category is assumed in the interest rate sensitivity table. It is our policy to maintain our cumulative one year gap ratio in the –20% to +10% range. At ~~June~~September 30, 2004, we were within this range with a one year cumulative sensitivity ratio of ~~-17.9%~~- -11.9%.

See also Item 3, “Quantitative and Qualitative Disclosures About Market Risk.”

The Bank is a party to financial instruments with off-balance sheet risk, entered into in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of

The Bank’s exposure to credit loss in the event of nonperformance by the other party to financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of these instruments. The Bank uses the same credit policies in making commitments to extend credit and generally uses the same credit policies for letters of credit as it does for on-balance sheet instruments.

Commitments to extend credit are legally binding agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since some of these commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At ~~June~~September 30, 2004, total unfunded loan commitments were approximately ~~$74.7~~$87.7 million.

Standby letters of credit are conditional commitments issued by the Bank to assure the performance or financial obligations of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The Bank generally holds collateral and/or obtains personal guarantees supporting these commitments. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements. At ~~June~~September 30, 2004, commitments under standby letters of credit aggregated approximately ~~$2.2~~$2.4 million.

The Company believes the likelihood of the unfunded loan commitments and unfunded letters of credit either needing to be totally funded or funded at the same time is low. However, should significant funding requirements occur, we have sufficient available borrowing capacity from various sources as discussed in the “Liquidity” section above.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk is the risk that a financial institution’s earnings and capital, or its ability to meet its business objectives, will be adversely affected by movements in market rates or prices such as interest rates, foreign exchange rates, equity rates, equity prices, credit spreads and/or commodity prices. The Company has assessed its market risk as predominately interest rate risk.

The following interest rate sensitivity analysis information as of ~~June~~September 30, 2004 was developed using simulation analysis of the Company’s sensitivity to changes in net interest income under varying assumptions for changes in market interest rates. Specifically, the model derives expected interest income and interest expense resulting from an immediate and parallel shift in the yield curve in the amounts shown.

These rate changes are matched with known repricing intervals and assumptions for new growth net of expected prepayments. The assumptions are based primarily on experience in the Company’s market under varying rate environments. The imbedded options that the Company’s loan customers possess to refinance are considered for purposes of this analysis along with scheduled and ~~cause the larger decreases in income in a declining rate scenario versus the income increases in the same size rising rate scenario.~~unscheduled principal reductions offset by anticipated loan orginations.

This analysis intentionally exaggerates interest sensitivity. For the sake of simplicity and comparability, an immediate change in rates is assumed. However, any significant change in actual market rates would probably be phased in over an extended period of time. This phase in would reduce the net interest income effects for any absolute change in rates. Also, the Company has been originating adjustable rate commercial loans with interest rate floors that are currently at rates higher than the index and margin on the loans would indicate. An example would be a loan at Prime plus 1% but with a 7.0% floor. The Company currently has in excess of ~~$224~~$214 million of these types of loans where the loan rates are at the floors. The effects of this are twofold. First, this has benefited our margins currently since we have assets earning yields higher than would be the case absent the floor rates. Second, in a declining rate environment and in a limited rising rate environment those “adjustable” rate loans act like fixed rate loans. This limits the Company’s loss of interest income when rates decline but does constrain income gains in a rising rate market. As rates increase beyond ~~200~~approximately 150 basis points from their current level the effect on net interest income turns around and begins to expand positively due to an increasing percentage of loans going past their floors. Also, the passage of time moderates the negative near term impact of rising rates as new loans are by definition originated at the current, now higher, rate levels. In general, having this significant amount of loans at their floors reduces the Company’s overall rate sensitivity.

The Company attempts to retain interest rate neutrality by generating mostly adjustable rate loans and managing the securities, wholesale funding, and Fed Funds positions to offset the repricing characteristics of the deposit liabilities.

2223

Item 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Company’s disclosure controls and procedures were adequate. No significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data have been identified.

No fraud that involves management or other employees who have a significant role in the Company’s internal controls has been discovered.

Changes in internal controls

The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive Officer and Chief Financial Officer; including any corrective actions with regard to significant deficiencies and material weaknesses.

Limitations on the Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all errors and all improper conduct. A control system, no matter how well conceived and operated can provide only reasonable, not absolute, assurance that the objectives of the controls system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of improper conduct, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

2425

Part II. OTHER INFORMATION

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

~~At the Annual Meeting of Shareholders of TIB Financial Corp. held May 25, 2004, ballot totals for the reelection of Directors standing for reelection were as follows:~~

DIRECTORS
FOR
AGAINST
ABSTAIN
Armando J. Henriquez, PhD 3,804,524 20,093 —
James R. Lawson III 3,798,368 26,249 —
Richard C. Bricker, Jr. 3,798,368 26,249 —
Paul O. Jones, Jr. M.D. 3,804,524 20,093 —
Thomas J. Longe 3,798,368 26,249 —

The directors continuing in office following the meeting were: Richard C. Bricker, Jr., Armando J. Henriquez, PhD, Gretchen K. Holland, Paul O. Jones, Jr. M.D., James R. Lawson, III, Edward V. Lett, Thomas J. Longe, John G. Parks, Jr., Marvin F. Schindler, Otis T. Wallace, Millard J. Younkers, Jr., and Robert A. Zolten, M.D.

~~Ballot totals for the approval of the Restated Articles of Incorporation were as follows:~~

FOR
AGAINST
ABSTAIN
3,728,374 95,821 422

~~Ballot totals for the approval of the Company 2004 Equity Incentive Plan were as follows:~~

FOR
AGAINST
ABSTAIN
3,708,600 111,220 4,797

~~Total shares voted were 3,824,617 which represent 85.2% of the outstanding shares.~~ Not applicable

Item 5. OTHER INFORMATION

Not applicable

2526

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

~~(a)~~ (a) Exhibits

Exhibit 31.1 – Chief Executive Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 31.2 – Chief Financial Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 32.1 – Chief Executive Officer’s certification required under Section 906 of Sarbanes-Oxley Act of 2002

Exhibit 32.2 – Chief Financial Officer’s certification required under Section 906 of Sarbanes-Oxley Act of 2002

~~(b)~~ (b) Reports on Form 8-K

On April 20, 2004, the Company reported on Form 8-K that on April 15, 2004, it closed the sale of 1,000,000 shares of common stock at a price of $22.00 per share before commissions and expenses in a firm commitment underwriting.

~~On April 29, 2004, the Company issued a press release announcing certain financial results and additional information related to its first quarter 2004 earnings.~~

On May 6, 2004, the Company reported on Form 8-K that on May 6, 2004, it closed the sale of an additional 150,000 shares of common stock at a price of $22.00 per share before commissions and expenses, pursuant to its previously filed registration statement.

On August 3, 2004, the Company issued a press release announcing certain financial results and additional information related to its second quarter 2004 earnings.

26On November 4, 2004, the Company issued a press release announcing certain financial results and additional information related to its third quarter 2004 earnings.


					Additional					Accumulated Other		Total							Additional						Accumulated Other			Total
			Common		Paid in		Retained			Comprehensive		Shareholders’					Common		Paid in			Retained			Comprehensive			Shareholders’
	Shares		Stock		Capital		Earnings			Income (Loss)		Equity			Shares		Stock		Capital			Earnings			Income (Loss)			Equity
Balance,April 1, 2003		4,114,425	$	412	$	9,414	$	23,758		$	1,172	$	34,756
Balance,July 1, 2003																4,407,578	$	441	$	13,843		$	24,559		$	1,511		$	40,354
Comprehensive income:
Net income				—		—		1,286			—		1,286					—		—			1,163			—			1,163
Other comprehensive income, net of tax expense of $204:
Other comprehensive income, net of tax benefit of $647:
Net market valuation adjustment on securities available for sale				—		—		—			339							—		—			—			(1,072	)
Less: reclassification adjustment for gains included in net income				—		—		—			—		—					—		—			—			(2	)
Other comprehensive income, net of tax				—		—		—					339																(1,074	)

Comprehensive income													1,625																89

Exercise of stock options		12,500		1		113		—			—		114			500		—		7			—			—			7
Private Placement of 280,653 common shares		280,653		28		4,316							4,344					—		(1	)		—			—			(1	)
Cash dividends declared, $.11 per share				—		—		(485	)		—		(485	)				—		—			(485	)		—			(485	)

Balance,June 30, 2003		4,407,578	$	441	$	13,843	$	24,559		$	1,511	$	40,354
Balance,September 30, 2003																4,408,078	$	441	$	13,849		$	25,237		$	437		$	39,964


	June 30, 2004								September 30, 2004
	Amortized		Unrealized		Unrealized		Estimated		Amortized		Unrealized		Unrealized		Estimated
(dollars in thousands)	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	5,176	$	5	$	75	$	5,106	$	5,177	$	33	$	—	$	5,210
U.S. Government agencies and corporations		57,274		156		1,862		55,568		54,248		264		556		53,956
States and political subdivisions-tax-exempt		11,299		235		239		11,295		9,826		347		4		10,169
States and political subdivisions-taxable		3,213		17		189		3,041		2,862		23		11		2,874
Marketable equity securities		3,000		159		—		3,159		3,000		533		—		3,533
Mortgage-backed securities		3,422		61		—		3,483		2,889		66		—		2,955

	$	83,384	$	633	$	2,365	$	81,652	$	78,002	$	1,266	$	571	$	78,697


	December 31, 2003
	Amortized		Unrealized		Unrealized		Estimated
(dollars in thousands)	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	209	$	9	$	—	$	218
U.S. Government agencies and corporations		31,357		425		663		31,119
States and political subdivisions-tax-exempt		8,838		378		59		9,157
States and political subdivisions-taxable		3,559		42		101		3,500
Marketable equity securities		3,000		395		—		3,395
Mortgage-backed securities		5,041		128		1		5,168

	$	52,004	$	1,377	$	824	$	52,557


(dollars in thousands)	June 30, 2004		December 31, 2003		September 30, 2004		December 31, 2003
Real estate mortgage loans:
Commercial	$	329,542	$	297,221	$	338,198	$	297,221
Residential		61,461		60,104		64,624		60,104
Farmland		3,347		2,317		4,924		2,317
Construction and vacant land		36,972		32,089		41,510		32,089
Commercial and agricultural loans		57,934		63,624		62,851		63,624
Indirect auto dealer loans		76,821		59,437		83,680		59,437
Home equity loans		13,822		12,574		12,259		12,574
Other consumer loans		10,454		11,232		10,248		11,232

Total loans		590,353		538,598		618,294		538,598
Net deferred loan costs		2,106		1,815		2,039		1,815

Loans, net of deferred loan costs	$	592,459	$	540,413	$	620,333	$	540,413


	2004		2003		2004		2003
For the three months ended June 30:
For the three months ended September 30:
Basic		5,434,532		4,152,481		5,660,075		4,407,920
Dilutive effect of options outstanding		163,310		159,875		146,658		173,639

Diluted		5,597,842		4,312,356		5,806,733		4,581,559

For the six months ended June 30:
For the nine months ended September 30:
Basic		4,948,550		4,101,616		5,187,456		4,204,840
Dilutive effect of options outstanding		180,072		169,084		168,830		171,573

Diluted		5,128,622		4,270,700		5,356,286		4,376,413


For the three months ended June 30,
For the three months ended September 30,
(dollars in thousands, except per share amounts)	2004		2003		2004		2003
Net income, as reported	$	1,257	$	1,286	$	1,337	$	1,163
Stock-based compensation expense determined under fair value based method, net of tax		47		60		48		37

Pro forma net income	$	1,210	$	1,226	$	1,289	$	1,126

Basic earnings per share as reported	$	0.23	$	0.31	$	0.24	$	0.26
Pro forma basic earnings per share		0.22		0.30		0.23		0.26
Diluted earnings per share as reported		0.22		0.30		0.23		0.25
Pro forma diluted earnings per share		0.22		0.28		0.22		0.25


For the six months ended June 30,
For the nine months ended September 30,
(dollars in thousands, except per share amounts)	2004		2003		2004		2003
Net income, as reported	$	2,530	$	2,475	$	3,867	$	3,638
Stock-based compensation expense determined under fair value based method, net of tax		119		97		166		134

Pro forma net income	$	2,411	$	2,378	$	3,701	$	3,504


	Well			Adequately									Well			Adequately
	Capitalized			Capitalized			June 30, 2004			December 31, 2003			Capitalized			Capitalized			September 30, 2004			December 31, 2003
	Requirement			Requirement			Actual			Actual			Requirement			Requirement			Actual			Actual
Tier 1 Capital (to Average Assets)
Consolidated		³5	%		³4	%		10.4	%		7.8	%		³5	%		³4	%		10.4	%		7.8	%
Bank		³5	%		³4	%		11.1	%		8.5	%		³5	%		³4	%		11.0	%		8.5	%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated		³6	%		³4	%		11.8	%		8.8	%		³6	%		³4	%		11.5	%		8.8	%
Bank		³6	%		³4	%		12.6	%		9.6	%		³6	%		³4	%		12.2	%		9.6	%
Total Capital (to Risk Weighted Assets)
Consolidated		³10	%		³8	%		13.6	%		10.6	%		³10	%		³8	%		13.2	%		10.6	%
Bank		³10	%		³8	%		13.5	%		10.5	%		³10	%		³8	%		13.2	%		10.5	%


			Merchant		Parent							Merchant		Parent
Six months ended	Community		Bankcard		And
June 30, 2004	Banking		Processing		Other			Totals
Nine months ended										Community		Bankcard		And
September 30, 2004										Banking		Processing		Other			Totals
Interest and dividend income	$	19,037	$	—	$	—		$	19,037	$	29,565	$	—	$	—		$	29,565
Interest expense		4,057		—		791			4,848		6,402		—		1,193			7,595

Net interest and dividend income		14,980		—		(791	)		14,189
Net interest and dividend income (expense)											23,163		—		(1,193	)		21,970
Other income		3,104		3,294		206			6,604		4,435		4,515		297			9,247
Depreciation and amortization		1,049		21		2			1,072		1,580		32		3			1,615
Other expense		12,595		2,745		553			15,893		19,235		3,766		744			23,745

Pretax segment profit (loss)	$	4,440	$	528	$	(1,140	)	$	3,828	$	6,783	$	717	$	(1,643	)	$	5,857

Segment Assets	$	760,068	$	30	$	422		$	760,520	$	765,241	$	20	$	425		$	765,686


	2004 compared to 2003 (1)									2004 compared to 2003 (1)
	Due to changes in									Due to changes in
							Net									Net
	Average			Average			Increase			Average			Average			Increase
(dollars in thousands)	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)
Interest income
Loans (2)	$	3,201		$	(918	)	$	2,283		$	5,004		$	(1,046	)	$	3,958
Investment securities (2)		242			(204	)		38			387			(301	)		86
Marketable equity securities (2)		175			—			175			272			—			272
Interest-bearing deposits in other banks		4			—			4			5			2			7
Federal Home Loan Bank Stock		2			(8	)		(6	)		(1	)		1			—
Federal funds sold		(78	)		(36	)		(114	)		(97	)		(28	)		(125	)

Total interest income		3,546			(1,166	)		2,380			5,570			(1,372	)		4,198

Interest expense
NOW accounts		34			(38	)		(4	)		50			(6	)		44
Money market		(19	)		(149	)		(168	)		2			(100	)		(98	)
Savings deposits		23			(39	)		(16	)		31			(37	)		(6	)
Time deposits		363			(407	)		(44	)		592			(485	)		107
Short-term borrowings and FHLB advances		83			(21	)		62			123			—			123
Long-term borrowings		—			(4	)		(4	)		—			—			—

Total interest expense		484			(658	)		(174	)		798			(628	)		170

Change in net interest income	$	3,062		$	(508	)	$	2,554		$	4,772		$	(744	)	$	4,028


	Interest Rates Decrease						Interest Rates		Interest Rates Increase						Interest Rates Decrease					Interest Rates		Interest Rates Increase
(dollars in thousands)	200 BP			100 BP			Remain Constant		100 BP			200BP			200 BP			100 BP		Remain Constant		100 BP			200BP
Interest Income	$	40,244		$	42,519		$	44,883	$	47,067		$	49,686		$	40,739		$	43,284	$	45,882	$	48,254		$	51,077
Interest Expense		8,021			9,402			11,763		14,783			17,803			8,604			10,423		13,023		15,993			18,962

Net Interest Income	$	32,223		$	33,117		$	33,120	$	32,284		$	31,883		$	32,135		$	32,861	$	32,859	$	32,261		$	32,115

Change in net income after tax vs. constant rates	$	(560	)	$	(2	)			$	(522	)	$	(772	)	$	(452	)	$	1			$	(373	)	$	(464	)


DIRECTORS	FOR		AGAINST		ABSTAIN
Armando J. Henriquez, PhD		3,804,524		20,093		—
James R. Lawson III		3,798,368		26,249		—
Richard C. Bricker, Jr.		3,798,368		26,249		—
Paul O. Jones, Jr. M.D.		3,804,524		20,093		—
Thomas J. Longe		3,798,368		26,249		—


		TIB FINANCIAL CORP.
Date: November 10, 2004	/s/ Edward V. Lett
	Edward V. Lett
	President and Chief Executive Officer



		~~/s/ Edward V. Lett~~
~~Date: August 12, 2004~~		~~Edward V. Lett~~
		~~President and Chief Executive Officer~~

		/s/ David P. Johnson
		David P. Johnson
		Executive Vice President and Chief Financial Officer