UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-21329
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP
PLAN WITH 401(k) PROVISIONS
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
TIB FINANCIAL CORP.
599 9th STREET NORTH
SUITE 101
NAPLES, FLORIDA 34102-5624
(239) 263-3344
CONTENTS
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
TIB Financial Corp. Employee Stock Ownership Plan with 401(k) Provisions
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of TIB Financial Corp. Employee Stock Ownership Plan with 401(k) Provisions (the “Plan”) at December 31, 2010, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
The financial statements of the Plan as of December 31, 2009 and for the year then ended were audited by other auditors whose report dated June 23, 2010 expressed an unqualified opinion on those statements.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
June 29, 2011
1
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP
PLAN WITH 401(k) PROVISIONS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2010 and 2009
| | | | | | | | |
| | | 2010 | | | 2009 | |
ASSETS | | | | | | | | |
Investments at fair value: | | | | | | | | |
TIB Financial Corp. common stock | | $ | 92,874 | | | $ | 212,606 | |
Mutual funds | | | 8,266,647 | | | | 6,862,829 | |
| | | | | | | | |
Total Investments at fair value | | | 8,359,521 | | | | 7,075,435 | |
| | |
Receivables: | | | | | | | | |
Participant loans | | | 284,041 | | | | 196,128 | |
| | | | | | | | |
| | |
TOTAL ASSETS | | | 8,643,562 | | | | 7,271,563 | |
| | |
TOTAL LIABILITIES | | | — | | | | — | |
| | | | | | | | |
| | |
NET ASSETS AVAILABLE FOR BENEFITS | | $ | 8,643,562 | | | $ | 7,271,563 | |
| | | | | | | | |
See accompanying notes to the financial statements
2
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP
PLAN WITH 401(k) PROVISIONS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2010
| | | | |
| | | 2010 | |
Additions to net assets attributed to | | | | |
Investment income | | | | |
Dividends and interest | | $ | 224,170 | |
Net appreciation in fair value of investments | | | 375,382 | |
| | | | |
| | | 599,552 | |
Contributions | | | | |
Employer match | | | 341,072 | |
Employee deferral | | | 1,064,342 | |
Rollovers | | | 68,337 | |
| | | | |
| | | 1,473,751 | |
| | | | |
| |
Total additions | | | 2,073,303 | |
| |
Deductions from net assets attributed to | | | | |
Benefits paid to participants | | | 667,070 | |
Administrative expense | | | 34,234 | |
| | | | |
Total deductions | | | 701,304 | |
| | | | |
| |
Net increase | | | 1,371,999 | |
| |
Net assets available for benefits | | | | |
Beginning of year | | | 7,271,563 | |
| | | | |
End of year | | $ | 8,643,562 | |
| | | | |
See accompanying notes to the financial statements
3
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
NOTE 1 - DESCRIPTION OF PLAN
The following description of the TIB Financial Corp. Employee Stock Ownership Plan With 401(k) Provisions (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is an Employee Stock Ownership Plan containing a 401(k) cash or deferred arrangement under Section 401(a) of the Internal Revenue Code (IRC) and is designed to be an employee stock ownership plan under Section 4975(e)(7) of the IRC. The Plan covers substantially all of the employees of TIB Financial Corp. (the “Company”) and subsidiaries, and its provisions are governed by the Internal Revenue Code and the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
North American Financial Holdings, Inc. Investment in the Company
On September 30, 2010, (the “Transaction Date”) the Company completed the issuance and sale to North American Financial Holdings, Inc. (“NAFH”) of 7,000,000 shares of common stock, 70,000 shares of Series B Preferred Stock and a warrant (the “Warrant”) to purchase up to 11,666,667 shares of Common Stock of the Company (the “Warrant Shares”) for aggregate consideration of $175,000,000 (the “Investment”). The 70,000 shares of Series B Preferred Stock received by NAFH converted into an aggregate of 4,666,667 shares of common stock following shareholder approval of an amendment to increase the number of authorized shares of common stock to 50,000,000. The Warrant is exercisable, in whole or in part, and from time to time, from September 30, 2010 to March 30, 2012, at an exercise price of $15.00 per Warrant Share. As a result of the investment, NAFH acquired approximately 99% (which has subsequently been reduced to approximately 94% as a result of the Rights Offering) of the voting securities of the Company.
Eligibility
The Plan covers substantially all employees who have attained the age of twenty-one and have completed three months of service since the employee’s hire date.
Contributions
Each year, participants may contribute as pre-tax salary deductions the dollar limit by law, up to $16,500 for the plan year ended December 31, 2010. Participants may also contribute amounts representing catch-up contributions as defined by law, or distributions from other qualified defined benefit or defined contribution plans. For 2010, the Company contributed 50 percent of the first 5 percent of base compensation that a participant contributed to the Plan. The Company also may contribute an additional discretionary profit sharing contribution. No discretionary profit sharing contribution was made during 2010. Additional basic and discretionary amounts may be contributed at the option of the Company’s Board of Directors. Contributions are subject to certain limitations.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and an allocation of a) the Company’s contribution, b) Plan earnings, c) forfeitures of terminated participants’ non-vested accounts and d) administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Each participant directs the entire balance of investments of his or her account to any of the investment options available under the Plan. The Plan currently offers nineteen mutual funds and Company stock as investment options for participants.
Retirement, Death and Disability
A participant is entitled to 100% of his or her account balance upon retirement, death or disability.
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TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
Vesting
Participants are immediately vested in their contributions and actual earnings thereon. Effective January 1, 2007, the Plan was amended to provide a two year vesting period for the Company’s matching contribution and actual earnings thereon. Accordingly after two years of continuous service, participants will be 100% vested in the Company’s matching contribution and actual earnings thereon. The vesting period for any employer optional contribution and related earnings is 20% after the completion of two years of credited service and 20% for each subsequent year of credited service. Accordingly, a participant will be 100% vested after six years of credited service.
Participant Loans
Participants may borrow from their accounts up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates that are commensurate with local prevailing rates as determined quarterly by the Plan administrator. Principal and interest are paid through payroll deductions.
Participant loans are reported at amortized cost, as the fair value of the loans is not practicable to estimate due to restrictions placed on the transferability of the loans.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis of accounting.
Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for investment options in various mutual funds and common stock. The underlying investment securities are exposed to various risks, such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participants’ individual account balances.
Payment of Benefits
Benefit payments are recorded when paid.
Recently Issued Accounting Standards
In January 2010, the FASB issued ASC Update 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This guidance amends Topic 820 that requires the reporting entity to disclose additional information on: (i) significant transfers in and out of Levels 1 and 2 measurements and reasons for the transfers; (ii) Level 3 gross purchases, sales, issuances, and settlements information; (iii) measurement disclosures by classes of assets and liabilities; and (iv) a description of the valuation techniques and
5
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
inputs used to measure fair value is required for both recurring and nonrecurring fair value measurements. This guidance is effective for reporting periods beginning after December 15, 2009, except for the requirement to provide Level 1 and 2 activities, which will be effective for fiscal years beginning after December 15, 2010 and interim periods within those fiscal years. Management does not expect that the adoption of this guidance will have a material impact on the Plan’s financial condition or results of operations.
NOTE 3 - INVESTMENTS AT FAIR VALUE
The Plan’s investments that represent 5 percent or more of the Plan’s net assets available for benefits are shown below.
| | | | | | | | |
| | | 2010 | | | 2009 | |
Investments at quoted market prices | | | | | | | | |
PIMCO Total Return A Fund, 189,754 shares in 2010 and 159,164 shares in 2009 | | $ | 2,058,837 | | | $ | 1,718,966 | |
Fidelity Retirement Money Market Fund, 696,213 shares in 2010 and 593,605 shares in 2009 | | | 696,213 | | | | 593,605 | |
American Growth Fund of America Class A, 28,949 shares in 2010 and 28,729 shares in 2009 | | | 881,193 | | | | 785,154 | |
American EuroPacific Growth Class A, 21,616 shares in 2010 and 21,058 shares in 2009 | | | 894,268 | | | | 807,367 | |
AIM Mid Cap Core Equity Class A Fund, 25,744 shares in 2009 | | | - (1 | ) | | | 539,338 | |
Ivy Large Cap Growth A, 49,549 shares in 2010 and 45,966 shares in 2009 | | | 643,642 | | | | 524,010 | |
MFS Value A Fund, 19,040 shares in 2010 and 18,465 shares in 2009 | | | 434,311 | | | | 383,522 | |
Invesco Mid Cap Core Equity Class A Fund, 26,551 shares in 2010 | | | 615,190 | | | | - (1 | ) |
| (1) | Does not represent 5%, shown for comparative purposes only. No shares held at these dates. |
During 2010, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $375,382 as follows:
| | | | |
| | | 2010 | |
Depreciation of TIB Financial Corp. common stock | | $ | (223,034 | ) |
Net appreciation of Mutual funds | | | 598,416 | |
| | | | |
| | $ | 375,382 | |
| | | | |
The Plan has an investment in TIB Financial Corp. common stock amounting to $92,874 and $212,606 as of December 31, 2010 and 2009, respectively. This amount represents 1% and 3% of net assets available for benefits as of December 31, 2010 and 2009, respectively.
NOTE 4 - FAIR VALUE MEASUREMENTS
The Plan’s investments are reported at fair value. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the record date. Transaction fees for purchases and sales are included in the cost or sale price of the securities.
6
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
Fair value is defined as the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. The fair value hierarchy requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 inputs) and gives the lowest priority to unobservable inputs (level 3 inputs). The three levels of inputs within the fair value hierarchy are defined as follows:
| | |
| Level 1: | | Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date. |
| |
| Level 2: | | Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| |
| Level 3: | | Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
The following are descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of its investments.
Mutual funds: Mutual fund investments are valued at the net asset value of shares held by the Plan at year-end.
Company common stock: The fair value of TIB Financial Corp. common stock is determined by a quoted market price on a nationally recognized securities exchange (level 1 inputs).
Investments measured at fair value on a recurring basis are summarized below:
| | | | | | | | | | | | |
| | | Fair Value Measurements at December 31, 2010 Using | |
| | | Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) | | | Significant
Other
Observable
Inputs (Level 2) | | | Significant
Unobservable
Inputs (Level 3) | |
TIB Financial Corp. common stock | | $ | 92,874 | | | $ | — | | | $ | — | |
Mutual Funds, categorized by the nature of underlying investments: | | | | | | | | | | | | |
Growth funds | | | 1,928,597 | | | | — | | | | — | |
Value funds | | | 1,095,036 | | | | — | | | | — | |
Blended funds | | | 1,845,247 | | | | — | | | | — | |
World stock funds | | | 123,754 | | | | — | | | | — | |
Bond funds | | | 2,317,199 | | | | — | | | | — | |
Moderate allocation funds | | | 87,594 | | | | — | | | | — | |
Real estate funds | | | 40,985 | | | | — | | | | — | |
Money market funds | | | 758,799 | | | | — | | | | — | |
Diversified emerging market funds | | | 69,436 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total Mutual Funds | | | 8,266,647 | | | | — | | | | — | |
7
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
| | | | | | | | | | | | |
| | | Fair Value Measurements at December 31, 2009 Using | |
| | | Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) | | | Significant
Other
Observable
Inputs (Level 2) | | | Significant
Unobservable
Inputs (Level 3) | |
TIB Financial Corp. common stock | | $ | 212,606 | | | $ | — | | | $ | — | |
Mutual Funds, categorized by the nature of underlying investments: | | | | | | | | | | | | |
Growth funds | | | 1,604,245 | | | | — | | | | — | |
Value funds | | | 927,751 | | | | — | | | | — | |
Blended funds | | | 1,589,758 | | | | — | | | | — | |
World stock funds | | | 116,384 | | | | — | | | | — | |
Bond funds | | | 1,847,060 | | | | — | | | | — | |
Moderate allocation funds | | | 65,024 | | | | — | | | | — | |
Real estate funds | | | 40,467 | | | | — | | | | — | |
Money market funds | | | 651,158 | | | | — | | | | — | |
Diversified emerging market funds | | | 20,982 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total Mutual Funds | | | 6,862,829 | | | | — | | | | — | |
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and its related regulations. In the event of Plan termination, 100% of each participant’s account becomes nonforfeitable as of the date of termination.
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Company, by letter dated March 28, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended and restated since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
The Plan’s management has reviewed the Plan’s tax exempt status and analyzed the tax position taken by the plan concluding that as of December 31, 2010, there were no uncertain tax positions taken or expected to be taken that would require recognition or disclosure in the financial statements during the year. There are currently no audits in process from any taxing authorities for any tax periods.
NOTE 7 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary of the Plan, any party rendering service to the plan, the employer, and certain others. Professional fees for the audit of the Plan and fees for the administration of the Plan were paid on behalf of the Plan by the Company. Professional fees paid by the Plan to the custodian totaled $4,981, while professional fees paid by the Plan to the third party administrator totaled $29,253.
TIB Financial Corp. common stock and participant loan transactions meet the definition of party-in-interest transactions. During the Plan year ended December 31, 2010, 1,664 shares of TIB Financial common stock were purchased at a cost of $122,377, and 498 shares were sold for $19,076, for a realized net loss of $12,927. The total investment in TIB Financial Corp common stock was $92,874 and $212,606 as of December 31, 2010 and 2009. In addition, loans to participants totaled $284,041 and $196,128 as of December 31, 2010 and 2009, respectively.
8
SUPPLEMENTAL SCHEDULE
9
TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
SCHEDULE H, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2010
| | | | |
| Name of Plan Sponsor: | | TIB Financial Corp. | | |
| Employer Identification Number: | | 65-0655973 | | |
| Three-Digit Plan Number | | 001 | | |
| | | | | | | | | | | | |
(a) | | (b) Identity of Issue, Borrower, Lessor, or Similar Party | | (c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | (d)
Cost | | | (e)
Fair Value | |
| | | | |
| | American Funds | | American Balanced Fund A, 4,885 shares | | | * | | | $ | 87,594 | |
| | American Funds | | EuroPacific Growth Class A, 21,616 shares | | | * | | | | 894,268 | |
| | American Funds | | Growth Fund of America Class A, 28,949 shares | | | * | | | | 881,193 | |
| | American Funds | | New Perspective Fund A, 4,324 shares | | | * | | | | 123,754 | |
| | American Funds | | Washington Mutual Investors Class A, 10,389 shares | | | * | | | | 282,697 | |
| | DWS Scudder | | RREEF Real Estate Class A, 2,319 shares | | | * | | | | 40,985 | |
| | Fidelity Investments | | Fidelity Retirement Money Market Fund, 696,213 shares | | | * | | | | 696,213 | |
| | Fidelity Investments | | Fidelity Spartan US Equity Index, 7,549 shares | | | * | | | | 335,789 | |
| | Fidelity Investments | | Fidelity Cash Reserves | | | * | | | | 48,912 | |
| | Fidelity Investments | | Fidelity Spartan US Treasury Money Market Fund, 13,482 shares | | $ | 13,482 | | | | 13,482 | |
| | Goldman Sachs | | Small Cap Value Class A, 9,573 shares | | | * | | | | 378,028 | |
| | Invesco | | Mid Cap Core Equity Class A, 26,551 shares | | | * | | | | 615,190 | |
| | Ivy Funds | | Large Cap Growth Class A, 49,549 shares | | | * | | | | 643,642 | |
| | Lazard | | Emerging Markets Portfolio Open, 3,129 shares | | | * | | | | 69,435 | |
| | Legg Mason Partners | | Small Cap Growth I Class A, 23,515 shares | | | * | | | | 403,761 | |
| | MFS | | Value A, 19,040 shares | | | * | | | | 434,311 | |
| | PIMCO | | Total Return Fund A, 189,754 shares | | | * | | | | 2,058,837 | |
| | Vanguard | | Intermediate-term Bond Index Fund Investor, 12,339 shares | | | * | | | | 138,322 | |
| | Vanguard | | Inflation-protected Securities Fund Investor, 9,234 shares | | | * | | | | 120,040 | |
** | | TIB Financial Corp. | | Common Stock, 4,478 shares | | | * | | | | 92,874 | |
| | | | Cash Transfer for Trades | | | | | | | 194 | |
| | | | | | | | | | | | |
| | Total Investments | | | | | | | | $ | 8,359,521 | |
| | | | | | | | | | | | |
** | | Participant Loans | | Interest rates 4.25% - 9.25% | | | * | | | | 284,041 | |
| * | Participant directed investment, information not required |
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| | TIB FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN WITH 401(k) PROVISIONS |
| |
| Date: June 29, 2011 | | /s/ Eugene Taylor |
| | Eugene Taylor Chief Executive Officer and President TIB Financial Corp. |
| |
| Date: June 29, 2011 | | /s/ Christopher Marshall |
| | Christopher Marshall Chief Financial Officer TIB Financial Corp. |
11
