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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File Number
- ------------------------------ ----------------------
SEPTEMBER 30, 2000 0-29132
TIB FINANCIAL CORP.
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(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.)
99451 OVERSEAS HIGHWAY, KEY LARGO, FLORIDA 33037-7808
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 305-451-4660
----------------------------
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by mark whether the registrant (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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
------- -------
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 3,902,410
- ----------------------------- ----------------------------------
Class Outstanding as of November 1, 2000
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CONDITION
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -------------
(UNAUDITED)
ASSETS
Cash and due from banks $ 12,610,763 $ 19,506,372
Federal funds sold 5,489,000 2,658,000
Investment securities held to maturity
(market value of $38,610,309
and $42,292,323, respectively) 40,453,110 44,440,836
Investment securities available for sale 14,915,239 15,921,641
Investment in ERAS Joint Venture 992,248 968,760
Loans, net of deferred loan fees 319,428,299 289,880,721
Less: Allowance for loan losses 3,392,740 2,996,532
------------- -------------
Loans, net 316,035,559 286,884,189
Premises and equipment, net 14,006,331 14,318,646
Intangible assets 1,402,134 1,534,509
Other assets 7,226,064 5,896,378
------------- -------------
TOTAL ASSETS $ 413,130,448 $ 392,129,331
============= =============
LIABILITIES
Deposits:
Noninterest-bearing demand $ 71,770,403 $ 72,300,414
Interest-bearing demand and money market 146,524,128 144,183,661
Savings 21,582,338 24,582,207
Time deposits of $100,000 or more 53,470,060 45,974,452
Other time deposits 73,784,121 59,862,786
------------- -------------
Total Deposits 367,131,050 346,903,520
Short-term borrowings 1,424,084 11,712,056
Notes payable 5,250,000 --
Other borrowings -- 659,625
Other liabilities 6,161,441 4,551,972
------------- -------------
TOTAL LIABILITIES 379,966,575 363,827,173
------------- -------------
Guaranteed Preferred Beneficial Interests in the
Company's subordinated debentures
"trust preferred securities" 8,000,000 --
STOCKHOLDERS' EQUITY
Common stock - $.10 par value: 7,500,000 shares
authorized, 3,880,947 and 4,490,137 shares
issued (and outstanding at September 30, 2000) 388,095 449,014
Surplus 7,668,193 7,554,967
Retained earnings 17,221,585 21,634,649
Accumulated other comprehensive income (loss) -
market valuation reserve on investment
securities available for sale (114,000) (285,000)
Treasury stock, 0 and 95,000 shares at cost -- (1,051,472)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 25,163,873 28,302,158
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 413,130,448 $ 392,129,331
============= =============
(See notes to consolidated financial statements)
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TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------- ----------- ----------- -----------
2000 1999 2000 1999
----------- ----------- ----------- -----------
INTEREST INCOME
Loans, including fees $ 7,305,723 $ 5,691,744 $20,723,058 $16,760,020
Investment securities:
U.S. Treasury securities 198,061 382,197 694,313 1,122,690
U.S. Government agencies and corporations 528,809 599,330 1,593,214 1,725,597
States and political subdivisions 78,113 90,778 251,943 280,554
Other investments 20,717 20,105 61,703 74,408
Interest bearing deposits in other bank 552 77,652 3,022 314,146
Federal funds sold 153,506 164,744 362,035 526,669
----------- ----------- ----------- -----------
TOTAL INTEREST INCOME 8,285,481 7,026,550 23,689,288 20,804,084
----------- ----------- ----------- -----------
INTEREST EXPENSE
Interest-bearing demand and money market 1,752,916 1,415,453 4,770,411 4,230,625
Savings 124,439 153,770 396,853 462,857
Time deposits of $100,000 or more 800,638 490,941 2,081,491 1,311,332
Other time deposits 1,045,384 800,397 2,785,125 2,295,759
Long term debt - trust preferred securities 57,137 -- 57,137 --
Notes payable 174,910 -- 174,910 --
Short-term borrowings 53,437 29,282 203,084 61,732
----------- ----------- ----------- -----------
TOTAL INTEREST EXPENSE 4,008,861 2,889,843 10,469,011 8,362,305
----------- ----------- ----------- -----------
NET INTEREST INCOME 4,276,620 4,136,707 13,220,277 12,441,779
----------- ----------- ----------- -----------
PROVISION FOR LOAN LOSSES 135,000 120,000 405,000 420,000
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES
4,141,620 4,016,707 12,815,277 12,021,779
OTHER INCOME
Service charges on deposit accounts 504,833 472,429 1,486,695 1,427,783
Investment securities gains, net -- 643 -- 643
Merchant bankcard processing income 851,996 628,013 2,926,616 2,202,427
Gain on sale of government guaranteed loans 77,518 73,668 269,727 463,819
Fees on mortgage loans sold at origination 101,367 92,362 262,180 307,944
Retail investment services 57,104 56,734 203,766 187,279
Equity in income (loss), net of goodwill
amortization, from investment in
ERAS Joint Venture (1,582) 42,086 23,488 5,681
Other income 194,920 146,341 569,474 472,236
----------- ----------- ----------- -----------
TOTAL OTHER INCOME 1,786,156 1,512,276 5,741,946 5,067,812
----------- ----------- ----------- -----------
OTHER EXPENSE
Salaries and employee benefits 1,943,413 1,900,291 5,766,840 5,701,687
Net occupancy expense 658,587 658,876 2,015,441 1,939,956
Other expense 1,768,093 1,497,512 5,690,936 4,935,133
----------- ----------- ----------- -----------
TOTAL OTHER EXPENSE 4,370,093 4,056,679 13,473,217 12,576,776
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAX EXPENSE 1,557,683 1,472,304 5,084,006 4,512,815
INCOME TAX EXPENSE 573,000 534,700 1,875,000 1,635,700
----------- ----------- ----------- -----------
(Continued)
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TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ------------------------------
2000 1999 2000 1999
-------- -------- ------------- -------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 984,683 937,604 3,209,006 2,877,115
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE FOR DEFERRED ORGANIZATION COSTS,
NET OF TAX BENEFIT OF $28,300 -- -- -- 47,047
-------- -------- ------------- -------------
NET INCOME $984,683 $937,604 $ 3,209,006 $ 2,830,068
======== ======== ============= =============
BASIC EARNINGS PER SHARE:
Income before cumulative effect of change in $ 0.25 $ 0.21 $ 0.76 $ 0.66
accounting principle
Cumulative effect of change in accounting principle
for deferred organization costs, net of tax -- -- -- (0.01)
-------- -------- ------------- -------------
BASIC EARNINGS PER SHARE $ 0.25 $ 0.21 $ 0.76 $ 0.65
======== ======== ============= =============
DILUTED EARNINGS PER SHARE:
Income before cumulative effect of change in
accounting principle $ 0.24 $ 0.21 $ 0.74 $ 0.63
Cumulative effect of change in accounting principle
for deferred organization costs, net of tax -- -- -- (0.01)
======== ======== ============= =============
DILUTED EARNINGS PER SHARE $ 0.24 $ 0.21 $ 0.74 $ 0.62
======== ======== ============= =============
(See notes to consolidated financial statements)
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TIB FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)
Accumulated
Other
Comprehensive
Income -
Market
Comprehensive Retained Treasury Valuation Common
Total Income Earnings Stock Reserve Stock Surplus
----------- ------------- ----------- ----------- ------------- -------- ----------
Balance at December 31, 1999 $28,302,158 $21,634,649 $(1,051,472) $(285,000) $449,014 $7,554,967
Comprehensive Income
Net Income 3,209,006 $ 3,209,006 3,209,006
Other comprehensive income, net
of tax expense of $104,000:
Net market valuation
adjustment on securities
available for sale 171,000 171,000 171,000
-----------
Comprehensive income $ 3,380,006
===========
Exercise of stock options 93,138 1,581 91,557
Income tax benefit from stock options
exercised 21,669 21,669
Purchase of treasury stock (5,301,590) (5,301,590)
Retirement of treasury stock -- (6,290,562) 6,353,062 (62,500)
Cash dividends declared, $.315 per
share (1,331,508) (1,331,508)
----------- ----------- ----------- --------- -------- ----------
Balance at September 30, 2000 $25,163,873 $17,221,585 $ -- $(114,000) $388,095 $7,668,193
=========== =========== =========== ========= ======== ==========
Accumulated
Other
Comprehensive
Income -
Market
Comprehensive Retained Treasury Valuation Common
Total Income Earnings Stock Reserve Stock Surplus
----------- ------------- ----------- ----------- ------------- -------- ----------
Balance at December 31, 1998 $26,567,534 $19,328,022 $ (557,788) $ 150,000 $444,979 $7,202,321
Comprehensive Income
Net Income 2,830,068 $ 2,830,068 2,830,068
Other comprehensive income, net
of tax benefit of $237,000:
Net market valuation
adjustment on securities
available for sale (312,000) (312,000) (312,000)
-----------
Comprehensive income $ 2,518,068
===========
Exercise of stock options 143,278 2,367 140,911
Income tax benefit from stock options
exercised 30,065 30,065
Compensation paid thru issuance of
common stock 183,337 1,667 181,670
Purchase of treasury stock (387,593) (387,593)
Cash dividends declared, $.3075 per
share (1,350,643) (1,350,643)
----------- ----------- ----------- --------- -------- ----------
Balance at September 30, 1999 $27,704,046 $20,807,447 $ (945,381) $(162,000) $449,013 $7,554,967
=========== =========== =========== ========= ======== ==========
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TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(UNAUDITED)
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30,
2000 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 3,209,006 $ 2,830,068
Adjustments to reconcile net income to net cash provided by operating
activities:
Net amortization of investments 146,611 158,949
Amortization of intangible assets 132,375 132,904
Depreciation of premises and equipment 913,200 906,963
Write-off of unamortized leasehold improvements -- 133,546
Compensation paid thru issuance of common stock -- 183,337
Provision for loan losses 405,000 420,000
Cumulative effect of change in accounting principle for
organization costs -- 75,347
Deferred income tax provision (benefit) (54,129) (139,104)
Deferred net loan fees (226,692) (32,986)
Investment securities gains, net -- (643)
Gain (loss) on sale/disposal of premises and equipment 17,224 (6,174)
Gain on sales of government guaranteed loans, net (269,727) (463,819)
Decrease in intangible assets -- 4,968
Increase (decrease) in other assets (1,379,557) 1,311,543
Increase in other liabilities 1,685,129 1,830,408
Equity in (income) loss, net of goodwill amortization,
from investment in ERAS JV (23,488) (5,681)
Other -- 21,863
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,554,952 7,361,489
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities held to maturity -- (230,400)
Purchases of investment securities available for sale -- (16,033,126)
Sales of investment securities available for sale -- 13,033,496
Repayments of principal and maturities of investment securities
available for sale 1,122,517 3,122,831
Maturities of investment securities held to maturity 4,000,000 4,000,000
Proceeds from sales of government guaranteed loans 10,521,430 6,945,350
Loans originated or acquired, net of principal repayments (39,581,381) (29,959,282)
Purchases of premises and equipment (646,773) (2,585,017)
Sales of premises and equipment 28,664 16,213
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NET CASH USED BY INVESTING ACTIVITIES (24,555,543) (21,689,935)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in federal funds purchased and securities sold
under agreements to repurchase (287,972) 1,463,956
Net decrease in demand, money market and savings accounts (1,189,413) (9,131,445)
Time deposits accepted, net of repayments 21,416,943 20,404,508
Repayment of short term borrowings (25,659,625) --
Advances on short term borrowings 15,000,000 659,625
Proceeds from issuance of trust preferred 8,000,000 --
Proceeds from issuance of notes payable 5,250,000 --
Proceeds from exercise of stock options 93,138 143,278
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(continued)
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(UNAUDITED)
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30,
2000 1999
------------ ------------
Treasury stock repurchased (5,301,590) (387,593)
Cash dividends paid (1,385,499) (1,350,095)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,935,982 11,802,234
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,064,609) (2,526,212)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 22,164,372 24,701,735
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 18,099,763 $ 22,175,523
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
Cash paid for:
Interest $ 9,492,835 $ 7,971,762
Income taxes 1,850,000 2,063,741
(See notes to consolidated financial statements)
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TIB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements for TIB Financial
Corp. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statement
presentation. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine months ended September 30, 2000
are not necessarily indicative of trends or results to be expected for the year
ended December 31, 2000. For further information, refer to the Company's
consolidated financial statements and footnotes thereto for the year ended
December 31, 1999.
The consolidated statements include the accounts of TIB Financial Corp. and its
wholly-owned subsidiaries, TIB Bank of the Keys and TIB Software and Services,
Inc., and the Bank's two subsidiaries, TIB Government Loan Specialists, Inc.
and TIB Investment & Insurance Center Inc., collectively known as the Company.
All significant intercompany accounts and transactions have been eliminated in
consolidation.
Certain amounts previously reported on have been reclassified to conform with
current period presentation.
NOTE 2 - LOANS
Loans are reported at the gross amount outstanding, reduced by net deferred
loan fees and a valuation allowance for loan losses. Interest income on loans
is recognized over the terms of the loans based on the unpaid daily principal
amount outstanding. If the collectibility of interest appears doubtful, the
accrual thereof is discontinued. Loan origination fees, net of direct loan
origination costs, are deferred and recognized as income over the life of the
related loan on a level-yield basis. Gains on sales of government guaranteed
loans are recognized as income when the sale occurs.
Major classifications of loans are as follows:
September 30, December 31,
2000 1999
------------ ------------
Real estate mortgage loans:
Commercial $160,407,610 $150,370,698
Residential 93,016,143 82,786,122
Construction 11,287,675 9,182,378
Commercial loans 36,413,252 32,358,962
Consumer loans 7,902,658 6,569,218
Home equity loans 10,907,446 9,346,520
------------ ------------
Total loans 319,934,784 290,613,898
Net deferred loan fees 506,485 733,177
------------ ------------
Loans, net of deferred loan fees $319,428,299 $289,880,721
============ ============
NOTE 3 - ALLOWANCE FOR LOAN LOSSES
The financial statements include an allowance for estimated losses on loans
based upon management's evaluation of specific loans and inherent losses in the
loan portfolio. The allowance for loan losses is established through a
provision for loan losses charged to expense. Management's judgment in
determining the adequacy of the allowance is based on evaluations of the
collectibility of loans and takes into consideration such factors as changes in
the nature and volume of the loan portfolio, current economic conditions that
may affect the borrower's ability to pay, overall portfolio quality and review
of specific problem loans. Periodic revisions are made to the allowance when
circumstances which necessitate such revisions become
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known. Recognized losses are charged to the allowance for loan losses, while
subsequent recoveries are added to the allowance.
Activity in the allowance for loan losses for the nine months ended September
30, 2000 and September 30, 1999 follows:
2000 1999
----------- -----------
Balance, January 1 $ 2,996,532 $ 2,517,234
Provision charged to expense 405,000 420,000
Loans charged off (8,792) (87,340)
Recoveries of loans previously charged off -- 47,711
----------- -----------
Balance, September 30 $ 3,392,740 $ 2,897,605
=========== ===========
NOTE 4 - INVESTMENT SECURITIES
Securities available-for-sale are securities which management believes may be
sold prior to maturity for liquidity or other reasons and are reported at fair
value, with unrealized gains and losses, net of related income taxes, reported
as a separate component of stockholders' equity. Securities held-to-maturity
are those securities for which management has both the ability and intent to
hold to maturity and are carried at amortized cost.
The amortized cost and estimated market value of investment securities
held-to-maturity at September 30, 2000 and December 31, 1999 are presented
below:
September 30, 2000
-------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ---------- ----------- -----------
U.S. Treasury securities $ 6,099,743 $ -- $ 1,644 $ 6,098,099
U.S. Government agencies and corporations 33,164,107 -- 1,841,157 31,322,950
Other investments 1,189,260 -- -- 1,189,260
----------- ---------- ----------- -----------
$40,453,110 $ -- $ 1,842,801 $38,610,309
=========== ========== =========== ===========
December 31, 1999
-------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ---------- ----------- -----------
U.S. Treasury securities $10,088,880 $ 17,913 $ 2,508 $10,104,285
U.S. Government agencies and corporations 33,162,696 -- 2,163,918 30,998,778
Other investments 1,189,260 -- -- 1,189,260
----------- ---------- ----------- -----------
$44,440,836 $ 17,913 $ 2,166,426 $42,292,323
=========== ========== =========== ===========
The amortized cost and estimated market value of investment securities
available for sale at September 30, 2000 and December 31, 1999 are presented
below:
September 30, 2000
-------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ---------- ----------- -----------
U.S. Treasury securities $ 7,647,785 $ -- $ 131,796 $ 7,515,989
States and political subdivisions 6,231,958 28,239 68,759 6,191,438
Mortgage-backed securities 1,217,496 152 9,836 1,207,812
----------- -------- ----------- -----------
$15,097,239 $ 28,391 $ 210,391 $14,915,239
=========== ======== =========== ===========
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December 31, 1999
-------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ---------- ----------- -----------
U.S. Treasury securities $ 7,806,262 $ -- $ 248,432 $ 7,557,830
States and political subdivisions 6,929,169 39,690 226,861 6,741,998
Mortgage-backed securities 1,643,210 1,135 22,532 1,621,813
----------- -------- ----------- -----------
$16,378,641 $ 40,825 $ 497,825 $15,921,641
=========== ======== =========== ===========
Other investments consist of stock in the Independent Bankers Bank of Florida
and the Federal Home Loan Bank of Atlanta.
NOTE 5 - EARNINGS PER SHARE AND COMMON STOCK
Basic earnings per share have been computed based on the weighted average
number of common equivalent shares outstanding during the period. Stock options
are considered to be common stock equivalents for purposes of calculating
diluted earnings per share.
The reconciliation of basic earnings per share to diluted earnings per share is
as follows:
Net Earnings Common Shares Per Share Amount
------------ ------------- ----------------
For the nine months ended September 30, 2000:
Basic earnings per common share $3,209,006 4,222,437 $ .76
Effect of dilutive stock options -- 132,521 (.02)
---------- --------- -----
Diluted earnings per common share $3,209,006 4,354,958 $ .74
========== ========= =====
For the nine months ended September 30, 1999:
Basic earnings per common share $2,830,068 4,384,051 $ .65
Effect of dilutive stock options -- 158,512 (.03)
---------- --------- -----
Diluted earnings per common share $2,830,068 4,542,563 $ .62
========== ========= =====
Net Earnings Common Shares Per Share Amount
------------ ------------- ----------------
For the three months ended September 30, 2000:
Basic earnings per common share $ 984,683 3,880,947 $ .25
Effect of dilutive stock options -- 139,284 (.01)
---------- --------- -----
Diluted earnings per common share $ 984,683 4,020,231 $ .24
========== ========= =====
For the three months ended September 30, 1999:
Basic earnings per common share $ 937,604 4,396,954 $ .21
Effect of dilutive stock options -- 146,659 --
---------- --------- -----
Diluted earnings per common share $ 937,604 4,543,613 $ .21
========== ========= =====
NOTE 6 - STOCK BASED COMPENSATION
Under the Bank's 1994 Incentive Stock Option and Nonstatutory Stock Option Plan
("the Plan"), the Company may grant stock options to persons who are now or who
during the term of the Plan become directors, officers, or key executives as
defined by the Plan. Stock options granted under the Plan may either be
incentive stock options or nonqualified stock options for federal income tax
purposes. The Company's Board of Directors may grant nonqualified stock options
to any director, and incentive stock options or nonqualified stock options to
any officer, key executive, administrative, or other employee including an
employee who is a director of the Company. Subject to the provisions of the
Plan, the maximum number of shares of Company common stock that may be optioned
or sold is 978,000 shares. Such shares may be treasury, or authorized but
unissued, shares of common stock of the Company. In no event shall the number
of options outstanding at any time exceed twenty percent of the Company's
currently outstanding common stock.
Total options granted, exercised, and expired during the nine months ended
September 30, 2000 were 0, 15,810 and 16,050, respectively. As of September 30,
2000, 560,550 options for shares were outstanding.
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NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1999, the Company adopted American Institute of Certified
Public Accountants Statement of Position 98-5 (SOP 98-5), "Reporting the Costs
of Start-Up Activities." SOP 98-5 applies to all nongovernmental entities and
requires that costs of start-up activities and organization costs be expensed
as incurred. Prior to 1999, the Company capitalized organization costs and
amortized them to expense over a five-year period. The Company recorded a
charge net of tax of $47,047 in 1999 as the cumulative effect of this
accounting change.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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 September
30, 2000, and statement of income for the three and nine months ended September
30, 2000.
The Company's net income of $984,683 for the third quarter of 2000 was a 5.0%
increase compared to $937,604 for the same period last year. The increase in
net income is attributed to an increase of $139,913 or 3.4%, in net interest
income; an increase of $273,880, or 18.1%, in other income; offset by an
increase in other expense of $313,414, or 7.7%; an increase of $15,000 in the
provision for loan losses; and an increase in income tax expense of $38,300 or
7.2%.
Net income for the nine months ended September 30, 2000 was $3,209,006 up 13.4%
from $2,830,068 for the comparable period in 1999.
Basic and diluted earnings per share for the third quarter of 2000 were $0.25
and $0.24 respectively as compared to $0.21 and $0.21 per share in the previous
year's quarter. Basic and diluted earnings per share for the nine months ended
September 30, 2000 were $0.76 and $0.74 respectively, compared to $0.65 and
$0.62 for the corresponding period ended September 30, 1999. Book value per
share increased to $6.48 at September 30, 2000 from $6.44 at December 31, 1999.
The Company paid a quarterly dividend of $0.105 per share in each of the first,
second and third quarters of 2000, as compared to $0.1025 in each of the first,
second and third quarters of 1999.
Performance of banks is often measured by various ratio analyses. Two widely
recognized indicators are return on average equity and return on average
assets. Annualized return on average equity for the nine months ended September
30, 2000 was 15.49% on average equity of $27,621,000, compared to 13.90% on
average equity of $27,137,000 for the same period in 1999. Annualized return on
average assets of $399,726,000 for the nine months ended September 30, 2000 was
1.07%, compared to 0.97% on average assets of $387,581,000 for the same period
in 1999.
Net interest income is one measurement of how management has balanced the
Company's interest rate sensitive assets and liabilities. The Company's net
interest income is its principal source of income. Interest earning assets for
the Company include loans, federal funds sold, and investment securities. The
Company's interest-bearing liabilities include its deposits, federal funds
purchased, notes payable related to Company shares repurchased, trust preferred
securities, and other short-term borrowings. Net interest income increased 6.3%
to $13.2 million, in the nine months ended September 30, 2000 as compared to
the same period last year primarily as a result of a higher level of earning
assets. Interest from loans increased to $20.7 million for the first nine
months of 2000 compared to $16.8 million for the comparable period last year.
The Company's net interest margin increased to 4.85% in the first nine months
of 2000 compared to 4.71% in the first nine months of 1999. Despite margins
being under pressure on both the asset yield and deposit cost sides, this
increase in margins results from the increase in loan outstandings relative to
other lower yielding assets.
Provision for loan losses decreased to $405,000 from $420,000 for the first
nine months of 2000 compared to the first nine months of 1999. Gross charged
off loans for the first nine months were $8,792 with recoveries of $0,
resulting in an annualized net charge-off rate of 0.004% of total loans. This
compares to net charge offs during the same period last year of $39,629. At
September 30, 2000, the Company had aggregate non-accrual loans of $853,421
compared to $69,701 at December 31, 1999. Loans past due 90 days or more and
still accruing totaled $2,012,434 and $1,993,343 at September 30, 2000 and
December 31, 1999, respectively. These amounts are entirely attributable to the
non-guaranteed portion of one
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individual loan to construct a lumber mill in Northern Florida. The loan was
partially guaranteed as to principal and interest by the U.S. Department of
Agriculture (USDA). In addition to business real estate and equipment, the loan
is collateralized by the business owner's interest in a trust. Under provisions
of the trust agreement, beneficiaries cannot receive trust assets until
November 2010. Management believes the value of all assets pledged as
collateral for this loan exceeds the unpaid amount. The loan is in the process
of foreclosure, and no loss is anticipated. The ratio of non-performing loans
(including loans 90 days or more past due and still accruing) to total
outstanding loans was 0.90% at September 30, 2000 compared to 0.71% at December
31, 1999.
Other income increased $674,134 to $5,741,946 for the nine month period ended
September 30, 2000 from $5,067,812 in the comparable period last year. The
increase in non interest income is attributable to an increase of $724,189 in
merchant bankcard processing income; a $58,912 increase in service charges on
deposit accounts; a $16,487 increase in retail investment services; a $17,807
increase in equity in income (loss), net of goodwill amortization, from the
investment in ERAS JV; a $97,238 increase in other income; offset by a decrease
of $194,092 in gains on sale of government guaranteed loans; a $643 decrease in
net investment security gains; and a $45,764 decrease in fees on mortgage loans
sold at origination. Government loan fees result from a relatively small number
of significant transactions. The timing of the closing of these transactions
will not generally be evenly distributed during the year and, therefore, the
revenue recognition from these transactions can vary considerably from period
to period.
Other expense increased $896,441 or 7.1% to $13,473,217, in the first nine
months of 2000 as compared to the prior year period. The major areas of
increased expenses relate to interchange fees for processing merchant bankcard
transactions, legal and professional fees, and computer services. Bankcard
costs are volume driven and are more than offset by higher revenues reported in
Other Income. Specifically, fees for processing these types of transactions
increased to $1,831,941 for the nine months of 2000 from $1,318,489 during the
comparable period of 1999 for an increase of $513,452. Legal and professional
fees increased by $110,200 from the prior period. Computer services increased
$60,335 which primarily reflects the costs associated with the larger number
and activity in account relationships, and the Company's internet banking
product which was introduced in the first quarter of 2000.
Effective January 1, 1999, the Company changed its method of accounting for
organization costs in order to expense these costs in the period incurred.
Prior to 1999, the Company capitalized organization costs and amortized them to
expense over a five-year period. This change in accounting method was made in
order for the Company to be in compliance with AICPA Statement of Position 98-5
(SOP 98-5), which requires that the costs of start-up activities, including
organization costs, be expensed as incurred. SOP 98-5 is effective for fiscal
years beginning after December 15, 1998. The Company recorded a charge net of
tax of $47,047, or $0.01 per share, in the first quarter of 1999 as the
cumulative effect of this accounting change.
Total assets at September 30, 2000 were $413,130,448, up from total assets of
$392,129,331 at December 31, 1999. Loans net of deferred loan fees increased
$29,547,578 to $319,428,299 for the first nine months of 2000 from year end
1999. Also, in the same period, federal funds sold increased $2,831,000, and
investment securities decreased $4,994,128.
At September 30, 2000, the Company had $1,424,084 in short-term borrowings
compared to $11,712,056 at December 31, 1999. Short-term borrowings at
September 30, 2000 include $248,625 in securities sold under agreements to
repurchase and $1,175,459 in Treasury tax deposits. Included in short-term
borrowings at December 31, 1999, was a $10 million advance from the Federal
Home Loan Bank.
The Company entered into an agreement with the Company's largest shareholder
effective July 1, 2000, to purchase 525,000 shares of the Company's common
stock in exchange for four subordinated debt instruments of the Company
totaling $5,250,000. The interest rate on the notes is 13%, with interest
payments required quarterly. The principal balance is payable in full on
October 1, 2010, the maturity date of the notes. The notes can be prepaid by
the Company at par any time after July 1, 2003. The debt issued by the Company
qualifies as Tier 2 capital at the holding company level under applicable
regulatory capital guidelines.
On September 7, 2000, the Company participated in a pooled offering of trust
preferred securities in the amount of $8 million. The Company formed a
wholly-owned statutory trust subsidiary for the purpose of issuing the trust
preferred securities. The trust invested the proceeds of the trust preferred
securities in junior subordinated notes of the Company. The trust preferred
securities essentially mirror the debt securities, carrying a cumulative
preferred dividend at a fixed rate equal to the 10.6% interest rate on the debt
securities. The debt securities and the trust preferred securities each have
30-year lives. The trust preferred securities and the debt securities are
callable by the Company or the Trust, at their respective option after ten
years,
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and at varying premiums and sooner in specific events, subject to prior
approval by the Federal Reserve Board, if then required. The Company has
treated the trust preferred securities as Tier 1 capital for federal regulatory
purposes.
The Company received notification from the Federal Reserve Bank that the
Company's election to become a financial holding company was approved effective
August 31, 2000. As a financial holding company, TIB may engage in activities
that are financial in nature or incidental to a financial activity.
On October 31, 2000, the Company purchased Keys Insurance Agency of Monroe
County, Inc. Keys Insurance Agency has three offices in the Keys and offers a
full line of commercial and residential coverage as well as life, health and
annuities. The purchase price for the agency was $2,200,000. This was comprised
of $220,000 in the Company's common stock, $1,650,000 in cash, and $330,000 in
cash to be paid over a three year period subject to the agency's ability to
achieve certain earning thresholds. The acquisition of the agency is not
expected to have a material impact on the financial statements of the Company
in the first year of operations.
The Company has entered into an agreement to acquire two branch facilities of
Republic Security Bank in Homestead, Florida. The transaction is expected to be
completed by the end of the year 2000, subject to receipt of regulatory and
other necessary consents. TIB Bank would acquire all loans, deposits, real
estate and other fixed assets associated with these two locations. Combined
deposits of these branches are approximately $21.4 million as of September 28,
2000.
CAPITAL ADEQUACY
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 September 30, 2000 and December 31, 1999:
Well Adequately
Capitalized Capitalized September 30, 2000 December 31, 1999
Requirement Requirement Actual Actual
----------- ----------- ------------------ -----------------
Tier 1 Capital (to Average Assets)
Consolidated =>5% 3% 7.9% 7.3%
Bank =>5% 3% 8.8% 7.1%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated =>6% 4% 10.4% 9.4%
Bank =>6% 4% 11.7% 9.2%
Total Capital (to Risk Weighted Assets)
Consolidated =>10% 8% 13.3% 10.4%
Bank =>10% 8% 12.8% 10.2%
Management believes, as of September 30, 2000, that the Company and the Bank
met all capital requirements to which they are subject. As discussed previously
in the Management's Discussion and Analysis section, the Company has included
in Tier 1 Capital $8 million in trust preferred securities that were issued in
September 2000.
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. The Company manages 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.
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 14 percent of the Bank's total assets as
reported on the most recent quarterly financial information submitted to the
regulators. The credit availability approximated $57.6 million at September 30,
2000. Any advances are secured by the Bank's one-to-four family residential
mortgage loans. At December 31, 1999, a $10 million advance was outstanding,
which matured on January 24, 2000. No advances were outstanding at September
30, 2000.
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The Bank has an unsecured line of credit for federal funds purchased from its
principal correspondent bank totaling $7,500,000. Securities sold under
agreements to repurchase (wholesale) represent a wholesale agreement with a
correspondent bank which is collateralized by a U.S. Treasury note. The Bank
also has several securities sold under repurchase agreements (retail) with
commercial account holders whereby the Bank sweeps the customer's accounts on a
daily basis and pays interest on these amounts. These agreements are
collateralized by investment securities chosen by the Bank.
SEGMENT REPORTING
TIB Financial Corp. has three reportable segments: community banking, merchant
bankcard processing, and government guaranteed loan sales and servicing. 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. The government guaranteed loan segment
originates and sells the government guaranteed portion of loans that qualify
for government guaranteed loan programs, such as those offered by the Small
Business Administration and the U.S. Department of Agricultural Rural
Development Business and Industry Program. The results of the Company's
segments are as follows:
Government
Merchant Guaranteed
Community Bankcard Loans Sales and All
Nine months ended September 30, 2000 Banking Processing Servicing Other Totals
- ------------------------------------ ------------ ---------- --------------- ----------- ------------
Interest income $ 23,618,302 $ -- $ -- $ 70,986 $ 23,689,288
Interest expense 10,224,261 -- -- 244,750 10,469,011
------------ ---------- -------- ----------- ------------
Net interest income 13,394,041 -- -- (173,764) 13,220,277
Other income 2,232,988 2,926,616 355,088 203,766 5,718,458
Equity in income, net of goodwill
amortization, from investment
in ERAS JV -- -- -- 23,488 23,488
Depreciation and amortization 858,014 40,455 11,743 2,988 913,200
Other expense 9,949,470 2,418,359 200,733 396,455 12,965,017
------------ ---------- -------- ----------- ------------
Pretax segment profit $ 4,819,545 $ 467,802 $142,612 $ (345,953) $ 5,084,006
============ ========== ======== =========== ============
Segment assets $410,674,579 $ 105,960 $200,642 $ 2,149,267 $413,130,448
============ ========== ======== =========== ============
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Government
Merchant Guaranteed
Community Bankcard Loans Sales and All
Nine months ended September 30, 1999 Banking Processing Servicing Other Totals
- ------------------------------------ ------------ ---------- --------------- ----------- ------------
Interest income $ 20,804,084 $ -- $ -- $ -- $ 20,804,084
Interest expense 8,341,241 -- -- 21,064 8,362,305
------------ ---------- -------- ----------- ------------
Net interest income 12,462,843 -- -- (21,064) 12,441,779
Other income 2,126,144 2,202,427 546,281 187,279 5,062,131
Equity in income (loss), net of goodwill
amortization, from investment
in ERAS JV -- -- -- 5,681 5,681
Depreciation and amortization 853,810 40,068 11,187 1,898 906,963
Other expense 9,642,800 1,824,254 314,942 307,817 12,089,813
------------ ---------- -------- ----------- ------------
Pretax segment profit (excluding effect of
change in accounting principle) $ 4,092,377 $ 338,105 $220,152 $ (137,819) $ 4,512,815
============ ========== ======== =========== ============
Segment assets $370,038,605 $ 131,637 $231,037 $ 1,408,618 $371,809,897
============ ========== ======== =========== ============
Government
Merchant Guaranteed
Community Bankcard Loans Sales and All
Three months ended September 30, 2000 Banking Processing Servicing Other Totals
- ------------------------------------- ------------ ---------- --------------- ----------- ------------
Interest income $ 8,261,646 $ -- $ -- $ 23,835 $ 8,285,481
Interest expense 3,775,611 -- -- 233,250 4,008,861
------------ ---------- -------- ----------- ------------
Net interest income 4,486,035 -- -- (209,415) 4,276,620
Other income 770,459 851,996 108,179 57,104 1,787,738
Equity in income (loss), net of goodwill
amortization, from investment
in ERAS JV -- -- -- (1,582) (1,582)
Depreciation and amortization 283,249 13,485 3,915 1,063 301,712
Other expense 3,294,893 721,374 64,750 122,364 4,203,381
------------ ---------- -------- ----------- ------------
Pretax segment profit $ 1,678,352 $ 117,137 $ 39,514 $ (277,320) $ 1,557,683
============ ========== ======== =========== ============
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Government
Merchant Guaranteed
Community Bankcard Loans Sales and All
Three months ended September 30, 1999 Banking Processing Servicing Other Totals
- ------------------------------------- ------------ ---------- --------------- ----------- ------------
Interest income $ 7,026,550 $ -- $ -- $ -- $ 7,026,550
Interest expense 2,876,903 -- -- 12,940 2,889,843
------------ ---------- -------- ----------- ------------
Net interest income 4,149,647 -- -- (12,940) 4,136,707
Other income 686,204 628,013 99,239 56,734 1,470,190
Equity in income (loss), net of goodwill
amortization, from investment in
ERAS JV -- -- -- 42,086 42,086
Depreciation and amortization 296,177 13,356 3,869 772 314,174
Other expense 3,123,370 560,524 93,015 85,596 3,862,505
------------ ---------- -------- ----------- ------------
Pretax segment profit (excluding effect of
change in accounting principle) $ 1,416,304 $ 54,133 $ 2,355 $ (488) $ 1,472,304
============ ========== ======== =========== ============
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule (SEC use only)
(b) Exhibit 99 - Report of Independent Certified Public Accountants
(c) On July 6, 2000, the Company filed a report on Form 8K with
respect to shares repurchased by the Company.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TIB FINANCIAL CORP.
/s/Edward V. Lett
----------------------------------------
Date: November 14, 2000 Edward V. Lett
President and Chief Executive Officer
/s/David P. Johnson
----------------------------------------
David P. Johnson
Senior Vice President and
Chief Financial Officer
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