UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File Number
SEPTEMBER 30, 2001 0-29132
TIB FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA 65-0655973
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(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 3,942,500
- ----------------------------- ----------------------------------
Class Outstanding as of November 1, 2001
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIB FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------ ------------
ASSETS (UNAUDITED)
Cash and due from banks $ 12,372,492 $ 13,789,577
Interest bearing deposits in other bank 46,137 66,917
Federal funds sold 738,000 9,709,000
Investment securities held to maturity 18,186,972 34,454,133
Investment securities available for sale 33,084,431 34,753,767
Investment in ERAS Joint Venture 828,332 1,001,060
Loans, net of deferred loan fees 371,939,388 315,085,375
Less: allowance for loan losses 3,489,000 3,267,873
------------ ------------
Loans, net 368,450,388 311,817,502
Premises and equipment, net 17,207,068 14,884,968
Intangible assets, net 4,644,201 5,043,031
Other assets 15,988,908 13,800,190
------------ ------------
TOTAL ASSETS $471,546,929 $439,320,145
============ ============
LIABILITIES
Deposits:
Noninterest-bearing demand $ 78,947,534 $ 76,159,071
Interest-bearing demand and money market 174,750,515 146,486,257
Savings 25,314,158 23,241,720
Time deposits of $100,000 or more 59,771,597 58,934,127
Other time deposits 78,355,998 87,605,612
------------ ------------
Total Deposits 417,139,802 392,426,787
Short-term borrowings 2,000,349 1,041,799
Notes payable 5,250,000 5,250,000
Trust preferred securities 13,000,000 8,000,000
Other liabilities 6,207,137 6,364,905
------------ ------------
TOTAL LIABILITIES 443,597,288 413,083,491
------------ ------------
STOCKHOLDERS' EQUITY
Common stock - $.10 par value: 7,500,000 shares authorized,
3,939,800 and 3,902,410 shares issued 393,980 390,241
Additional paid in capital 8,174,265 7,886,047
Retained earnings 19,321,396 17,815,366
Accumulated other comprehensive income - unrealized gain on
investment securities available for sale, net 60,000 145,000
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 27,949,641 26,236,654
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $471,546,929 $439,320,145
============ ============
(See notes to consolidated financial statements)
1
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- ---------------------------
2001 2000 2001 2000
----------- ----------- ------------ -----------
INTEREST INCOME
Loans, including fees $ 7,326,628 $ 7,305,723 $ 22,035,054 $20,723,058
Investment securities:
U.S. Treasury securities 41,390 198,061 120,548 694,313
U.S. Government agencies and corporations 688,146 528,809 2,291,790 1,593,214
States and political subdivisions, tax-exempt 68,725 78,113 205,854 251,943
States and political subdivisions, taxable 89,697 -- 204,615 --
Other investments 86,299 20,717 186,843 61,703
Interest bearing deposits in other bank 337 552 2,022 3,022
Federal funds sold 142,158 153,506 885,904 362,035
----------- ----------- ------------ -----------
TOTAL INTEREST INCOME 8,443,380 8,285,481 25,932,630 23,689,288
----------- ----------- ------------ -----------
INTEREST EXPENSE
Interest-bearing demand and money market 1,219,752 1,752,916 4,404,706 4,770,411
Savings 118,008 124,439 370,931 396,853
Time deposits of $100,000 or more 878,884 800,638 2,881,197 2,081,491
Other time deposits 1,131,640 1,045,384 3,713,427 2,785,125
Long term debt - trust preferred securities 277,028 57,137 705,632 57,137
Notes payable 174,910 174,910 519,042 174,910
Short-term borrowings 15,117 53,437 43,734 203,084
----------- ----------- ------------ -----------
TOTAL INTEREST EXPENSE 3,815,339 4,008,861 12,638,669 10,469,011
----------- ----------- ------------ -----------
NET INTEREST INCOME 4,628,041 4,276,620 13,293,961 13,220,277
----------- ----------- ------------ -----------
PROVISION FOR LOAN LOSSES 335,000 135,000 605,000 405,000
----------- ----------- ------------ -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 4,293,041 4,141,620 12,688,961 12,815,277
OTHER INCOME
Service charges on deposit accounts 545,565 504,833 1,670,352 1,486,695
Investment securities gains, net 284,339 -- 286,205 --
Merchant bankcard processing income 890,699 851,996 3,223,976 2,926,616
Gain on sale of government guaranteed loans 20,465 77,518 55,022 269,727
Fees on mortgage loans sold at origination 214,096 101,367 731,669 262,180
Commissions on sales by Keys Insurance Agency, Inc. 410,571 -- 1,131,901 --
Retail investment services 77,853 57,104 152,057 203,766
Equity in (loss) income, net of goodwill amortization, from
investment in ERAS Joint Venture (75,963) (1,582) (172,728) 23,488
Other income 494,272 194,920 1,056,744 569,474
----------- ----------- ------------ -----------
TOTAL OTHER INCOME 2,861,897 1,786,156 8,135,198 5,741,946
----------- ----------- ------------ -----------
OTHER EXPENSE
Salaries and employee benefits 2,574,623 1,943,413 7,411,584 5,766,840
Net occupancy expense 898,284 658,587 2,513,454 2,015,441
Other expense 2,091,308 1,768,093 6,637,637 5,690,936
----------- ----------- ------------ -----------
TOTAL OTHER EXPENSE 5,564,215 4,370,093 16,562,675 13,473,217
----------- ----------- ------------ -----------
INCOME BEFORE INCOME TAX EXPENSE 1,590,723 1,557,683 4,261,484 5,084,006
INCOME TAX EXPENSE 557,600 573,000 1,489,100 1,875,000
----------- ----------- ------------ -----------
NET INCOME $ 1,033,123 $ 984,683 $ 2,772,384 $ 3,209,006
=========== =========== ============ ===========
BASIC EARNINGS PER SHARE: $ 0.26 $ 0.25 $ 0.71 $ 0.76
DILUTED EARNINGS PER SHARE: $ 0.25 $ 0.24 $ 0.68 $ 0.74
2
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Accumulated
Other
Comprehensive Additional
Comprehensive Retained Treasury Income Common Paid in
Total Income Earnings Stock (Loss) Stock Capital
------------ ----------- ------------ ----------- --------- -------- ----------
Balance at December 31, 2000 $ 26,236,654 $ 17,815,366 -- $ 145,000 $390,241 $7,886,047
Comprehensive Income
Net Income 2,772,384 $ 2,772,384 2,772,384
Other comprehensive income, net
of tax benefit of $52,000:
Change in unrealized gain
(loss) on securities
available for sale, net (85,000) (85,000) (85,000)
-----------
Comprehensive income $ 2,687,384
===========
Exercise of stock options 187,025 3,175 183,850
Income tax benefit from stock options
exercised 36,688 36,688
Issuance of stock for BonData Group
Limited, Inc. acquisition 68,244 564 67,680
Cash dividends declared, $.3225 per
share (1,266,354) (1,266,354)
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Balance at September 30, 2001 $ 27,949,641 $ 19,321,396 -- $ 60,000 $393,980 $8,174,265
==========================================================================================
Accumulated
Other
Comprehensive Additional
Comprehensive Retained Treasury Income Common Paid in
Total Income Earnings Stock (Loss) Stock Capital
------------ ----------- ------------ ----------- --------- -------- ----------
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:
Change in unrealized gain
(loss) on securities
available for sale, net 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) (62,500)
Retirement of treasury stock (6,290,562) 6,353,062
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
==========================================================================================
3
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(UNAUDITED)
FOR THE NINE MONTH
PERIOD ENDED
SEPTEMBER 30,
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 2,772,384 $ 3,209,006
Adjustments to reconcile net income to net cash provided by operating
activities:
Net amortization of investments 38,873 146,611
Amortization of intangible assets 335,824 132,375
Depreciation of premises and equipment 1,017,336 913,200
Provision for loan losses 605,000 405,000
Deferred income tax provision (benefit) (186,100) (54,129)
Deferred net loan fees (361,111) (226,692)
Investment securities gains, net (286,205) --
Net (gain) loss on sale/disposal of premises and equipment (71,078) 17,224
Gain on sales of government guaranteed loans, net (55,022) (269,727)
Gain on sale of mortgage servicing rights (163,071) --
Increase in other assets (783,760) (1,087,494)
Increase in other liabilities 198,956 1,685,129
Equity in loss (income), net of goodwill amortization, from
investment in ERAS JV 172,728 (23,488)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,234,754 4,847,015
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities held to maturity (223,609) --
Purchases of investment securities available for sale (19,418,629) --
Repayments of principal and maturities of investment securities
available for sale 5,350,598 1,122,517
Sales of investment securities available for sale 15,838,469 --
Maturities of investment securities held to maturity 16,500,000 4,000,000
Proceeds from sales of government guaranteed loans 1,196,283 10,521,430
Loans originated or acquired, net of principal repayments (57,388,036) (39,581,381)
Purchases of premises and equipment (3,915,783) (646,773)
Purchase of life insurance policies (820,000) --
Purchase of BonData Group Limited, Inc. (204,750) --
Sales of premises and equipment 16,398 28,664
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (43,069,059) (24,555,543)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in federal funds purchased and securities sold
under agreements to repurchase 958,550 (287,972)
Net increase (decrease) in demand, money market and savings accounts 33,125,159 (1,189,413)
Net (decrease) increase in time deposits (8,412,144) 21,416,943
Repayment of short term borrowings -- (25,659,625)
Advances on short term borrowings -- 15,000,000
Proceeds from issuance of trust preferred 5,000,000 8,000,000
Debt issuance costs paid (170,816) (292,063)
Proceeds from exercise of stock options 187,025 93,138
Treasury stock repurchased -- (51,590)
Cash dividends paid (1,262,334) (1,385,499)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 29,425,440 15,643,919
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS (10,408,865) (4,064,609)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 23,565,494 22,164,372
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 13,156,629 $ 18,099,763
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
Cash paid for:
Interest $ 13,303,739 $ 9,492,835
Income taxes 1,880,000 1,850,000
In 2000, the Company purchased 525,000 shares of the Company's common stock in
exchange for four subordinated notes payable of the Company totaling $5,250,000.
(See notes to consolidated financial statements)
4
TIB FINANCIAL CORP.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
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. 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, 2001
are not necessarily indicative of trends or results to be expected for the year
ended December 31, 2001. For further information, refer to the Company's
consolidated financial statements and footnotes thereto for the year ended
December 31, 2000.
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., TIBFL Statutory Trust I, TIBFL Statutory Trust II, and Keys Insurance
Agency, 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 - 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 fair value of investment securities
held-to-maturity at September 30, 2001 and December 31, 2000 are presented
below:
September 30, 2001
--------------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- -------- ----------- -----------
U.S. Treasury securities $ 206,179 $ 6,978 $ -- $ 213,157
U.S. Government agencies and corporations 16,674,033 493,615 -- 17,167,648
Other investments 1,306,760 -- -- 1,306,760
----------- -------- ----------- -----------
$18,186,972 $500,593 $ -- $18,687,565
=========== ======== =========== ===========
December 31, 2000
--------------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- -------- ----------- -----------
U.S. Treasury securities $ 100,422 $ 562 $ -- $ 100,984
U.S. Government agencies and corporations 33,164,451 -- 661,317 32,503,134
Other investments 1,189,260 -- -- 1,189,260
----------- -------- ----------- -----------
$34,454,133 $ 562 $ 661,317 $33,793,378
=========== ======== =========== ===========
5
The amortized cost and estimated fair value of investment securities available
for sale at September 30, 2001 and December 31, 2000 are presented below:
September 30, 2001
--------------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- -------- ----------- -----------
U.S. Treasury securities $ 3,023,221 $ 74,279 $ -- $ 3,097,500
U.S. Government agencies and corporations 10,110,963 32,371 -- 10,143,334
States and political subdivisions-tax-exempt 5,738,594 239,149 -- 5,977,743
States and political subdivisions-taxable 5,185,740 92,662 289,567 4,988,835
Mortgage-backed securities 5,752,402 70,288 4,471 5,818,219
Corporate bonds 3,177,511 -- 118,711 3,058,800
----------- -------- ----------- -----------
$32,988,431 $508,749 $ 412,749 $33,084,431
=========== ======== =========== ===========
December 31, 2000
--------------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- -------- ----------- -----------
U.S. Treasury securities $ 3,039,611 $ -- $ 5,381 $ 3,034,230
States and political subdivisions-tax-exempt 5,737,356 90,369 -- 5,827,725
States and political subdivisions-taxable 1,563,790 26,441 62,935 1,527,296
Mortgage-backed securities 24,180,010 185,553 1,047 24,364,516
----------- -------- ----------- -----------
$34,520,767 $302,363 $ 69,363 $34,753,767
=========== ======== =========== ===========
Other investments consist of stock in the Independent Bankers Bank of Florida
and the Federal Home Loan Bank of Atlanta.
NOTE 3 - LOANS
Loans are reported at the gross amount outstanding, reduced by net deferred loan
fees and an 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,
2001 2000
------------ ------------
Real estate mortgage loans:
Commercial $213,653,196 $170,284,808
Residential 82,960,613 76,980,301
Construction 5,991,047 7,618,849
Commercial loans 44,510,846 38,762,547
Consumer loans 9,525,288 9,114,774
Home equity loans 13,739,133 12,813,132
Guaranteed portion of USDA loan 1,687,190 --
------------ ------------
Total loans 372,067,313 315,574,411
Net deferred loan fees 127,925 489,036
------------ ------------
Loans, net of deferred loan fees $371,939,388 $315,085,375
============ ============
NOTE 4 - 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 known. Recognized losses are charged to the
allowance for loan losses, while subsequent recoveries are added to the
allowance.
6
Activity in the allowance for loan losses for the nine months ended September
30, 2001 and September 30, 2000 follows:
2001 2000
----------- -----------
Balance, January 1 $ 3,267,873 $ 2,996,532
Provision charged to expense 605,000 405,000
Loans charged off (401,279) (8,792)
Recoveries of loans previously charged off 17,406 --
----------- -----------
Balance, September 30 $ 3,489,000 $ 3,392,740
=========== ===========
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 Common Per Share
Earnings Shares Amount
---------- --------- ---------
For the nine months ended September 30, 2001:
Basic earnings per common share $2,772,384 3,917,271 $ .71
Effect of dilutive stock options -- 181,406 (.03)
---------- --------- ---------
Diluted earnings per common share $2,772,384 4,098,677 $ .68
========== ========= =========
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 three months ended September 30, 2001:
Basic earnings per common share $1,033,123 3,930,021 $ .26
Effect of dilutive stock options -- 183,975 (.01)
---------- --------- ---------
Diluted earnings per common share $1,033,123 4,113,996 $ .25
========== ========= =========
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
========== ========= =========
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. If options granted under the
Plan expire or terminate for any reason without having been exercised in full,
the shares not purchased shall again be available for option for the purposes of
the Plan.
7
Total options granted, exercised, and expired during the nine months ended
September 30, 2001 were 59,002, 31,750 and 6,100, respectively. As of September
30, 2001, 625,702 options for shares were outstanding.
NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS
In October 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," a replacement
of SFAS No. 125. The new statement revises accounting criteria for
securitizations, other financial asset transfers, and collateral and introduces
new disclosures, but otherwise carries forward most of SFAS No. 125's provisions
without amendment. The statement is effective for reporting periods beginning
after March 31, 2001, and the disclosure provisions are effective for fiscal
years ending after December 15, 2000. The adoption of SFAS 140 has not had a
significant impact on the Company's consolidated financial statements.
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 141, "Business Combinations" and SFAS
No.142, "Goodwill and Other Intangible Assets". SFAS No. 141 addresses the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination and SFAS No. 142 addresses the initial
recognition and measurement of intangible assets acquired outside of a business
combination whether acquired individually or with a group of other assets. These
standards require all future business combinations to be accounted for using the
purchase method of accounting. Goodwill will no longer be amortized but instead
will be subject to impairment tests at least annually. The Company is required
to adopt SFAS No. 141 and 142 on a prospective basis as of January 1, 2002.
Goodwill currently carried on the balance sheet will be subject to an initial
assessment for impairment to be completed by the second quarter of 2002. Any
impairment loss as a result of the initial assessment will be recognized as a
cumulative effect of a change in accounting principal. Year to date September
30, 2001 earnings included approximately $93,000 net of tax amortization of
goodwill. The Company has not yet evaluated the impact that the adoption of this
statement will have on its financial position or results of operations,
including whether or not the Company will be required to recognize any
transitional impairment losses.
NOTE 8 - SEGMENT REPORTING
TIB Financial Corp. has four reportable segments: community banking, merchant
bankcard processing, insurance sales, 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 insurance agency
offers a full line of commercial and residential coverage as well as life,
health and annuities. 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.
Segment information is presented in accordance with SFAS 131, "Disclosures about
Segments of an Enterprise and Related Information." This standard is based on a
management approach, which requires segmentation based upon the company's
internal organization and disclosure of operating results based upon internal
accounting methods.
8
The results of the Company's segments are as follows:
Government
Merchant Guaranteed Insurance
Nine months ended Community Bankcard Loans Sales and Agency All
September 30, 2001 Banking Processing Servicing Sales Other Totals
- ------------------------------------------------------------------------------------------------------------------------------------
Interest income $ 25,882,095 $ -- $ -- $ -- $ 50,535 $ 25,932,630
Interest expense 11,410,775 -- -- --(a) 1,227,894 12,638,669
-------------------------------------------------------------------------------------------------
Net interest income 14,471,320 -- -- -- (1,177,359) 13,293,961
Other income 3,659,064 3,223,976 140,928 1,131,901 152,057 8,307,926
Equity in income (loss), net of
goodwill amortization,
from investment in ERAS
JV -- -- -- -- (172,728) (172,728)
Depreciation and amortization 1,173,574 31,668 23,054 121,304 3,560 1,353,160
Other expense 11,487,185 2,730,295 219,073 1,011,871 366,091 15,814,515
-------------------------------------------------------------------------------------------------
Pretax segment profit (loss) $ 5,469,625 $ 462,013 $(101,199) $ (1,274) $(1,567,681) $ 4,261,484
=================================================================================================
Segment assets $467,023,688 $ 85,286 $ 174,033 $ 2,317,803 $ 1,946,119 $ 471,546,929
=================================================================================================
Government
Merchant Guaranteed Insurance
Nine months ended Community Bankcard Loans Sales and Agency All
September 30, 2000 Banking Processing Servicing Sales Other Totals
- ------------------------------------------------------------------------------------------------------------------------------------
Interest income $ 23,618,302 $ -- $ -- $ -- $ 70,986 $ 23,689,288
Interest expense 10,224,261 -- -- --(a) 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 (loss), net of
goodwill amortization,
from investment in ERAS
JV -- -- -- -- 23,488 23,488
Depreciation and amortization 979,301 40,455 22,831 -- 2,988 1,045,575
Other expense 9,733,684 2,458,859 207,645 -- 432,454 12,832,642
-------------------------------------------------------------------------------------------------
Pretax segment profit (loss) $ 4,914,044 $ 427,302 $ 124,612 $ -- $ (381,952) $ 5,084,006
=================================================================================================
Segment assets $410,674,579 $ 105,960 $ 200,642 $ -- $ 2,149,267 $ 413,130,448
=================================================================================================
9
Government
Merchant Guaranteed Insurance
Three months ended Community Bankcard Loans Sales and Agency All
September 30, 2001 Banking Processing Servicing Sales Other Totals
- ------------------------------------------------------------------------------------------------------------------------------------
Interest income $ 8,426,461 $ -- $ -- $ -- $ 16,919 $ 8,443,380
Interest expense 3,362,729 -- -- -- 452,610 3,815,339
-------------------------------------------------------------------------------------------------
Net interest income 5,063,732 -- -- -- (435,691) 4,628,041
Other income 1,511,635 890,699 47,102 410,571 77,853 2,937,860
Equity in income (loss), net of
goodwill amortization,
from investment in ERAS
JV -- -- -- -- (75,963) (75,963)
Depreciation and amortization 400,439 10,581 7,736 28,269 1,187 448,212
Other expense 4,142,024 767,076 71,467 345,973 124,463 5,451,003
-------------------------------------------------------------------------------------------------
Pretax segment profit (loss) $ 2,032,904 $ 113,042 $ (32,101) $ 36,329 $ (559,451) $ 1,590,723
=================================================================================================
Government
Merchant Guaranteed Insurance
Three months ended Community Bankcard Loans Sales and Agency All
September 30, 2000 Banking Processing Servicing Sales 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 323,209 13,485 7,611 -- 1,063 345,368
Other expense 3,245,880 734,875 67,053 -- 111,917 4,159,725
-------------------------------------------------------------------------------------------------
Pretax segment profit (loss) $ 1,687,405 $ 103,636 $ 33,515 $ -- $ (266,873) $ 1,557,683
=================================================================================================
(a) Interest expense in 2001 is primarily comprised of $705,632 related to
interest on trust preferred securities and $519,042 related to interest on notes
payable associated with majority shareholder stock buyback, both of which
qualify as capital. Corresponding amounts in 2000 are $57,137 and $174,910,
respectively.
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, 2001, and statement of income for the three and nine months ended September
30, 2001.
10
The Company's net income of $1,033,123 for the third quarter of 2001 was a 4.9%
increase compared to $984,683 for the same period last year. The increase in
net income is attributed to the net of the following: an increase of $351,421
or 8.2%, in net interest income; an increase of $200,000, or 148.1% in
provision for loan losses; an increase of $1,075,741, or 60.2%, in other
income; an increase in other expense of $1,194,122, or 27.3%; and a decrease in
income tax expense of $15,400 or 2.7%.
The Company's net income of $2,772,384 for the first nine months of 2001 was a
13.6% decrease compared to $3,209,006 for the same period last year. The
decrease in net income is attributed to the net of the following: an increase
of $73,684 or 0.6%, in net interest income; an increase of $200,000, or 49.4%
in provision for loan losses; an increase of $2,393,252, or 41.7%, in other
income; an increase in other expense of $3,089,458, or 22.9%; and a decrease in
income tax expense of $385,900 or 20.6%.
Basic and diluted earnings per share for the third quarter of 2001 were $0.26
and $0.25 respectively as compared to $0.25 and $0.24 per share in the previous
year's quarter. Basic and diluted earnings per share for the nine months ended
September 30, 2001 were $0.71 and $0.68 respectively, compared to $0.76 and
$0.74 for the corresponding period ended September 30, 2000. For the first nine
months of 2001, interest expense of $519,042 was incurred on the note payable
related to the July 1st buy back of approximately 10% of the Company's
outstanding stock from the Company's largest shareholder. The net effect of
this transaction was to decrease net income by $324,000 in the first nine
months of 2001 versus $109,000 in the first nine months of 2000. However, the
effect of this transaction did not reduce earnings per share due to the smaller
number of shares outstanding. The percentage decrease in diluted earnings per
share is less than the percentage decrease in net income due to the stock
repurchase effected on July 1, 2000.
$8 million in trust preferred securities were issued in the third quarter of
2000 and an additional $5 million were issued in the third quarter of 2001.
Interest expense on these securities totaled $705,632 for the first nine months
of 2001 as compared to only $57,137 in the year ago period. The trust preferred
securities issuance supplied capital for growth. It is the Company's intention
to grow its traditional banking business in its existing markets and also new
markets and to acquire and promote new products and services.
Other items occurring in the first nine months of 2001 that were absent in the
year ago period were costs related to two branches purchased in South Miami-Dade
County in December of 2000 and expenses to prepare for upcoming de novo
branching in Southwest Florida, and operating expenses for Keys Insurance Agency
purchased on October 31, 2000.
Book value per share increased to $7.09 at September 30, 2001 from $6.72 at
December 31, 2000. The Company paid a quarterly dividend of $0.1075 per share in
each of the first, second, and third quarters of 2001, as compared to $0.105 per
share in each of the first, second, and third quarters of 2000.
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, 2001
was 13.57% on average equity of $27,243,000, compared to 15.5% on average equity
of $27,621,000 for the same period in 2000. Annualized return on average assets
of $473,849,000 for the nine months ended September 30, 2001 was 0.78%, compared
to 1.07% on average assets of $399,726,000 for the same period in 2000.
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
$73,684 or 0.6% to $13.3 million, in the nine months ended September 30, 2001
as compared to the same period last year. Limiting this increase was an
additional $992,627 of interest expense in 2001 related to the $8 million in
trust preferred securities and the $5.25 million in notes payable, both of
which were issued in the third quarter of 2000, and additional interest expense
on the $5 million trust preferred securities issued in the third quarter of
2001. These costs were offset by an increase in interest income resulting from
a higher level of earning assets. Interest from loans increased approximately
$1,312,000 to $22.0 million for the first nine months of 2001 compared to the
prior year period. Interest income from investment securities and federal funds
sold increased approximately $932,000. These interest income increases were
offset by an increase in deposit interest expense attributed to an increase in
the amount of deposits and short term borrowing interest expense approximating
$1,177,000.
The Company's net interest margin decreased to 4.19% in the first nine months of
2001 compared to 4.85% in the first nine months of 2000. The following table
sets forth information with respect to the average balances, interest income and
average
11
yield by major categories of assets; the average balances, interest expense and
average rate by major categories of liabilities; the average balances of
noninterest-earning assets, noninterest-bearing liabilities and stockholders'
equity; and net interest income, interest rate spread, and net interest margin
for the nine months ended September 30, 2001 and September 30, 2000.
2001 2000
------------------------------------ -------------------------------------
AVERAGE INCOME/ YIELDS AVERAGE INCOME/ YIELDS
(Dollars in thousands) BALANCES EXPENSE RATES BALANCES EXPENSE RATES
---------------------------- --------------------------------------------------
Interest-earning assets:
Loans (1) $ 337,331 22,035 8.73% $ 302,230 20,723 9.16%
Investment securities - taxable 59,091 2,804 6.34% 51,297 2,349 6.12%
Investment securities - tax exempt (2) 5,738 312 7.27% 6,562 382 7.77%
Interest bearing deposits in other banks 51 2 5.27% 62 3 6.49%
Federal funds sold 25,643 886 4.62% 7,792 362 6.21%
----------------------- ----------------------
Total interest-earning assets 427,854 26,039 8.14% 367,943 23,819 8.65%
----------------------- ----------------------
Non-interest-earning assets:
Cash and due from banks 12,387 12,929
Investment in ERAS 939 989
Premises and equipment, net 16,428 14,192
Allowances for loan losses (3,221) (3,181)
Other assets 19,462 6,854
--------- ---------
Total non-interest earning assets 45,995 31,783
--------- ---------
Total assets $ 473,849 $ 399,726
========= =========
Interest-bearing liabilities:
Interest bearing deposits:
NOW accounts $ 42,404 430 1.36% $ 35,418 385 1.45%
Money market 128,485 3,975 4.14% 113,037 4,385 5.18%
Savings deposits 24,119 371 2.06% 22,971 397 2.31%
Other time deposits 146,453 6,594 6.02% 111,442 4,867 5.83%
----------------------- ----------------------
Total interest-bearing deposits 341,461 11,370 4.45% 282,868 10,034 4.74%
Other interest-bearing liabilities:
Notes payable 5,250 519 13.22% 1,763 175 13.25%
Short-term borrowings 1,349 44 4.34% 4,146 203 6.54%
Trust preferred securities 9,136 706 10.33% 701 57 10.89%
----------------------- ----------------------
Total interest-bearing liabilities 357,196 12,639 4.73% 289,478 10,469 4.83%
----------------------- ----------------------
Non-interest bearing liabilities and
stockholders' equity:
Demand deposits 82,376 77,953
Other liabilities 7,034 4,674
Stockholders' equity 27,243 27,621
--------- ---------
Total non-interest bearing liabilities and
stockholders' equity 116,653 110,248
--------- ---------
Total liabilities and stockholders' equity $ 473,849 $ 399,726
========= =========
Interest rate spread 3.41% 3.82%
======= ========
Net interest income $ 13,400 $ 13,350
======== =========
Net interest margin (3) 4.19% 4.85%
======= ========
(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 to a fully taxable basis.
(3) Net interest margin is net interest income divided by average total
interest-earning assets.
12
The decrease in net interest margin from September 30, 2000 to September 30,
2001 is the result of several factors. The decrease is partially attributable to
the interest cost from the notes given in exchange for the stock repurchase and
the issuance of $8 million in trust preferred securities, which is partially
offset by an increase in interest income resulting from a higher level of
earning assets. Both of these transactions occurred during the third quarter of
2000 and resulted in an increase in the overall rate for interest-bearing
liabilities in 2001. In addition, the Company had increased liquidity during the
first nine months of 2001 as compared to the prior year primarily as a result of
the overall volatility in the stock market during 2001. This resulted in an
increase in the average balance of federal funds sold from $7.8 million to $25.6
million. Federal funds are the Company's lowest rate earning asset, and the
increase in the volume of federal funds combined with the decrease in rate
earned on these assets and the cost of these funds, contributed to the decrease
in the net interest margin. In addition, the average balance of time deposits
increased to $146 million during the first nine months of 2001, as compared to
$111 million during the comparable prior year period. Rates on these time
deposit liabilities also increased from 5.83% to 6.02%, reflecting the Company's
stance in being aggressive in their rates in an attempt to increase market
share.
Based on management's evaluation of specific loans and inherent losses within
the loan portfolio, the provision for loan losses was $605,000 for the first
nine months of 2001 as compared to $405,000 in the year ago period. Gross
charged off loans for the first nine months of 2001 were $401,279 with
recoveries of $17,406, resulting in an annualized net charge-off rate of 0.144%
of total loans. This compares to net charge offs during the same period last
year of $8,792. Approximately $343,000 of the current year charge-off relates to
one specific loan. The amount charged off relates to the balance remaining on
this loan after application of the sale proceeds from liquidation of the
production equipment belonging to a manufacturing company in Southwest Florida.
The Company had a provision for loan losses for the three months ended September
30, 2001 of $335,000 compared to $135,000 for the three months ended September
30, 2000. The provision for loan losses reflects management's qualitative and
quantitative assessment of the loan portfolio, net charge-offs and prospects for
collection of delinquent loans. At September 30, 2001 and December 31, 2000 the
allowance for loan losses amounted to $3,489,000 and $3,267,873, respectively.
The Company's formalized 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. The individual loan analyses are periodically performed on
individually significant loans, or when otherwise deemed necessary, and
primarily encompass commercial real estate and other commercial loans. The
result of these analyses is the allocation of specific allowances for individual
loans considered impaired as well as certain non-impaired loans.
The loan pool analyses are performed on the balance of the Company's loan
portfolio, primarily consisting of one- to four-family residential and consumer
loans. The pools consist of aggregations of homogeneous loans having similar
credit risk characteristics. Examples of pools defined by the Company for this
purpose are Company-originated, fixed-rate residential loans;
Company-originated, adjustable-rate residential loans; purchased fixed-rate
residential loans; residential second mortgage loans; residential construction
loans; and others. For each pool, the Company has developed a range of
allowances necessary to adequately provide for probable losses inherent in that
pool of loans. These ranges are based upon a number of factors, including the
risk characteristics of the pool, actual loss experience, probable loss
considering current economic conditions, industry norms and the relative
seasoning of the pool. The ranges of allowance developed by the Company are
applied to the outstanding principal balance of the loans in each pool.
The Company's overall allowance also contains an unallocated amount of $38,643
representing approximately one percent of the total allowance for loan loss
which is supplemental to the results of the aforementioned process and takes
into consideration known and probable trends that may affect the
creditworthiness of the loan portfolio as a whole, including national and
local economic conditions, unemployment conditions in the local lending area and
other factors.
At September 30, 2001, the Company had aggregate non-accrual loans of $2,819,315
compared to $502,774 at December 31, 2000. Loans past due 90 days or more and
still accruing totaled $0 and $2,013,790 at September 30, 2001 and December 31,
2000, respectively. Included in non-accrual loans at September 30, 2001 and in
loans past due 90 days or more and still accruing at December 31, 2000, is
$2,021,797 and $2,013,790, respectively, related to the non-guaranteed portion
of one individual loan to construct a lumber mill in Northern Florida. The
non-guaranteed portion of this loan was reclassified from past due and accruing
to nonaccrual at the end of the third quarter of 2001. With this
reclassification, accrual of further interest ceases. Subsequent to September
30, 2001, upon completion of foreclosure on the underlying collateral, the
non-guaranteed portion of this loan was reclassified into other real estate and
other assets based on the fair value of the underlying collateral. The
guaranteed portion of this loan was $1,687,190 at September 30, 2001 and was
guaranteed as to principal and interest by the U.S. Department of Agricultural
(US DA) and is accruing interest. 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. Management believes the value of all assets
pledged as collateral for this loan exceeds the unpaid amount. The ratio of
non-performing loans (including loans 90 days or more past due and still
accruing) to total outstanding loans was 0.76% at September 30, 2001 compared to
0.80% at December 31, 2000.
Other income increased $2,393,252 to $8,135,198 for the nine month period ended
September 30, 2001 from $5,741,946 in the comparable period last year. The
increase in non interest income is attributable to an increase of $297,360 in
merchant bankcard processing income; a $183,657 increase in service charges on
deposit accounts; a $286,205 increase in net investment security gains; a
$1,131,901 increase in commissions on sales by Keys Insurance Agency (from $0 in
the same nine month period of 2000); a $487,270 increase in other income; a
$469,489 increase in fees on mortgage loans sold at origination; offset by a
decrease of $214,705 in gains on sale of government guaranteed loans; a $51,709
decrease in retail investment services; and a $196,216 decrease in equity in
income (loss), net of goodwill amortization, from the investment in ERAS JV.
Merchant bankcard income increased due to activity volume increases with
existing merchants and incremental volume from new merchants signed up in both
historical and new market areas. The majority of the increase in service charges
on deposit accounts relates to activity associated with the two new branches
added in December 2000 which approximated $121,000 for the nine months of 2001.
The service charge fee amounts charged by the Bank have not increased.
Therefore, the balance of the increase is due to additional activity of existing
customers. Due to the growth in loan outstandings, part of this growth was
funded by liquidating approximately $15.8 million in securities. This resulted
in a gain of $267,897. Two significant items that led to the $487,270 increase
in other income were a gain on the sale of certain mortgage servicing totaling
$163,071 and $101,980 related to the income net of expenses associated with the
director and executive officer deferred compensation arrangements entered into
in December 2000. The low rate environment has caused an increase in residential
mortgage refinancing, which has resulted in an increase in fees on mortgage
loans sold at origination compared to the prior year. Government loan fees
result from a relatively small number of transactions and, therefore, the
revenue recognition from these transactions can vary considerably. Also, certain
borrowers who in the past were candidates for government financing have
increasingly found themselves eligible for various types of conventional
financing, thereby reducing the number of opportunities for government
guaranteed lending. The decrease in income from the Company's investment in ERAS
JV is due to several factors. In 2001, ERAS JV expanded its capacity for item
processing in its main Miami center. This included upgrades in hardware and
software, and additional personnel costs. Also, ERAS established a new item
processing center in Tampa that was a joint venture with Independent Bankers
Bank of Florida. The start up costs and early operational costs approximating
$47,000 for the first nine months of 2001 were absorbed by the joint venture.
Other expense increased $3,089,458 or 22.9% to $16,562,675, in the first nine
months of 2001 as compared to the prior year period. The major areas of
increased expenses relate to interchange fees and processing costs for merchant
bankcard transactions which increased approximately $281,000 over the prior year
period. These costs are volume driven and are more than offset by higher
revenues reported in Other Income. Keys Insurance Agency was added as a new
subsidiary to the Company in the fourth quarter of 2000, and increased the
Company's salary expense by $722,000 in the first nine months of 2001.
Additional net occupancy expense and other expenses added by Keys Insurance
Agency totaled $411,000 for the first nine months of 2001. Additional operating
expenses of approximately $561,000 were also incurred in 2001 as a result of the
two new branches added in Homestead in the fourth quarter of 2000. Expenses for
the de novo branching in Southwest Florida totaled approximately $435,000 in
2001. Salary expense, not counting these new areas, increased approximately
$472,000 in 2001 due to volume related staffing needs and normal pay increases.
13
Total assets at September 30, 2001 were $471,546,929, up from total assets of
$439,320,145 at December 31, 2000. Loans net of deferred loan fees increased
$56,854,013 to $371,939,388 for the first nine months of 2001 from year end
2000. Also, in the same period, federal funds sold decreased $8,971,000, and
investment securities decreased $17,936,497.
At September 30, 2001, the Company had $2,000,349 in short-term borrowings
compared to $1,041,799 at December 31, 2000. Short-term borrowings consist of
securities sold under agreements to repurchase and Treasury tax deposits.
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 TIBFL
Statutory Trust I (the "Trust"), a wholly-owned statutory trust subsidiary, for
the purpose of issuing the trust preferred securities. The trust used the
proceeds from the issuance of the trust preferred securities to acquire 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, and at varying premiums and
sooner in specific events, subject to prior approval by the Federal Reserve
Board, if then required.
In July 2001, the Company participated in a pooled offering of trust preferred
securities in the amount of $5 million. The Company formed TIBFL Statutory Trust
II (the "Trust"), a wholly-owned statutory trust subsidiary, for the purpose of
issuing the trust preferred securities. The trust used the proceeds from the
issuance of the trust preferred securities to acquire junior subordinated notes
of the Company. The trust preferred securities essentially mirror the debt
securities, carrying a cumulative preferred dividend at a variable rate equal to
the interest rate on the debt securities (three month LIBOR plus 358 basis
points). The initial rate in effect at the time of issuance was 7.29% and is
subject to change quarterly. 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 five years, and at varying premiums and sooner in specific events, subject
to prior approval by the Federal Reserve Board, if then required. For federal
regulatory purposes, the Company plans to treat the trust preferred securities
as Tier 1 capital up to the maximum amount allowed, and the remainder as Tier 2
capital.
In July 2001, the bank opened its first banking facility in Southwest Florida in
Naples. This facility is primarily used for business banking and commercial and
government lending functions. During the fourth quarter of 2001, the bank will
open its second banking facility in Southwest Florida located in Bonita Springs.
Both facilities are leased under an operating lease.
Subject to receipt of regulatory approval, the Bank plans to open its Southwest
Florida area branch headquarters in downtown Naples in 2002. The land for this
facility was purchased in the first quarter of 2001 at a cost of $2.3 million
and is included in premises and equipment. Estimated costs to complete the
project are $875,000.
On October 31, 2000, the Company purchased Keys Insurance Agency of Monroe
County, Inc. from a Company director. 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. Total consideration paid at closing for the
agency was $1,870,000. This was comprised of $220,000 in the Company's common
stock and $1,650,000 in cash. Under the purchase agreement, annual cash payments
of $110,000 are to be made following each of the first three anniversaries of
the closing date, subject to the agency's ability to achieve certain earning
thresholds. Any of this additional consideration that is paid at the end of each
contingency period, will at that time be recorded as goodwill and increase the
total recorded purchase price of the agency.
On September 25, 2001, Keys Insurance Agency, Inc. purchased BonData Group
Limited, Inc., a Ft. Myers, Florida based insurance agency specializing in bond
underwriting and placement. Total consideration paid at closing for the agency
was $273,000. This was comprised of approximately $68,000 in the Company's
common stock and approximately $205,000 in cash. Under the purchase agreement,
annual cash payments of $24,000 are to be made following each of the first two
anniversaries of the closing date, subject to the agency's ability to achieve
certain earning thresholds. Any of this additional consideration that is paid at
the end
14
of each contingency period, will at that time be recorded as goodwill and
increase the total recorded purchase price of the agency.
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, 2001 and December 31, 2000:
Well Adequately September 30, December 31,
Capitalized Capitalized 2001 2000
Requirement Requirement Actual Actual
- ----------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Average Assets)
Consolidated >5% 4% 6.8% 7.1%
-
Bank >5% 4% 8.3% 8.2%
-
Tier 1 Capital (to Risk Weighted Assets)
Consolidated >6% 4% 8.6% 9.0%
-
Bank >6% 4% 10.5% 10.4%
-
Total Capital (to Risk Weighted Assets)
Consolidated >10% 8% 11.9% 11.7%
-
Bank >10% 8% 11.4% 11.4%
-
Management believes, as of September 30, 2001, 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 a portion of the trust preferred securities that were issued in
September 2000 and July 2001.
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 $65.5 million at September 30,
2001. Any advances are secured by the Bank's one-to-four family residential
mortgage loans.
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.
15
RATE SENSITIVITY
The Company's interest rate sensitivity position at September 30, 2001 is
presented in the table below.
3 months 4 to 6 7 to 12 1 to 5 Over 5
(Dollars in thousands) or less Months Months years Years Total
- ----------------------------------------------------------------------------------------------------------------
Interest-earning assets:
Loans $155,970 $ 29,175 $ 33,197 $77,075 $ 76,650 $372,067
Investment securities-taxable 11,120 958 4,771 101 28,343 45,293
Investment securities-tax exempt -- -- -- 709 5,269 5,978
Federal funds sold 738 -- -- -- -- 738
Interest bearing deposit in other bank 46 -- -- -- -- 46
Note receivable 233 -- -- 264 -- 497
--------------------------------------------------------------------------
Total interest-bearing assets 168,107 30,133 37,968 78,149 110,262 424,619
--------------------------------------------------------------------------
Interest-bearing liabilities:
NOW accounts (A) 17,395 -- -- -- 26,093 43,488
Money Market 131,263 -- -- -- -- 131,263
Savings Deposits (B) -- -- 25,314 -- -- 25,314
Other time deposits 25,384 39,370 36,976 36,387 11 138,128
Notes payable -- -- -- -- 5,250 5,250
Trust preferred securities 5,000 -- -- -- 8,000 13,000
Other borrowings 2,000 -- -- -- -- 2,000
--------------------------------------------------------------------------
Total interest-bearing liabilities 181,042 39,370 62,290 36,387 39,354 358,443
--------------------------------------------------------------------------
Interest sensitivity gap $(12,935) $ (9,237) $(24,322) $41,762 $ 70,908 $ 66,176
==========================================================================
Cumulative interest sensitivity gap $(12,935) $(22,172) $(46,494) $(4,732) $ 66,176 $ 66,176
==========================================================================
Cumulative sensitivity ratio (3.0)% (5.2)% (10.9)% (1.1)% 15.6% 15.6%
==========================================================================
(A) 40% of outstanding balance considered repricable immediately and 60%
repricable in the furthest time period.
(B) Savings Deposits considered repricable in the one year time horizon.
The Company is cumulatively asset sensitive in the over 5 year time frame and
cumulatively liability sensitive in each of the 3 month or less, 4 to 6 months,
7 to 12 month and 1 to 5 year timeframes. 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. Therefore, to include the
entire balance of these liability accounts in the earliest repricing period
would be unrealistic. To compensate for the fact that changes in general market
interest rates will not be fully reflected in changes in NOW rates, only 40% of
NOW balances is included as immediately rate sensitive based on the Company's
own and industry repricing experience. Also, passbook savings will not reprice
as quickly as market rates and therefore the repricing of savings deposits is
included in the 7 to 12 month repricing period, based on the Company's repricing
experience. Because of non-interest bearing liabilities, total interest-earning
assets are substantially greater than the total interest-bearing liabilities and
therefore over time the effects on net interest income from changes in asset
yield will be greater than the change in expense from liability cost.
Accordingly, if market interest rates should decrease, the net interest margin
would decrease. Conversely, if rates increase the net interest margin would over
time increase.
Even in the near term, the $46.5 million one year cumulative negative
sensitivity gap exaggerates the probable effects on earnings in a rising 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. Second, a
static gap model does not factor the effects of growing volumes which would
likely include greater additional rate sensitive assets than rate sensitive
liabilities.
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 the Company has
experienced steady growth in deposits, no net run off in any deposit category is
assumed in the interest rate sensitivity table. It is the Company's policy to
maintain its cumulative one year gap ratio in the -20% to +10% range. At
September 30, 2001, the Company was within this range with a one year cumulative
sensitivity ratio of -10.9%.
16
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
All financial institutions have financial instruments which are subject to
market risk comprised of interest rate risk, foreign currency exchange rate
risk, commodity price risk and other relevant market risks, such as equity price
risks. The Company has assessed its market risk as predominately interest rate
risk.
The following interest rate sensitivity analysis information as of September 30,
2001 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 and cause the larger decreases in
income in a declining rate scenario versus the income increases in the same size
rising rate scenario.
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.
The Company attempts to retain interest rate neutrality by generating mostly
adjustable rate loans and managing the securities and Fed Funds positions to
offset the repricing characteristics of the deposit liabilities.
Interest
Rates
(Dollars in thousands) Interest Rates Decrease Remain Interest Rates Increase
200 BP 100 BP Constant 100 BP 200 BP
---------------------------------------------------------------
2001 Interest Income $26,523 $28,768 $31,012 $33,073 $35,134
2001 Interest Expense 9,517 10,409 12,402 14,395 16,388
---------------------------------------------------------------
Net Interest Income $17,006 $18,359 $18,610 $18,678 $18,746
---------------------------------------------------------------
Change in net income after tax vs. budget $(1,001) $(157) $ 42 $ 85
17
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 99 - Report of Independent Certified Public Accountants
(b) No reports on Form 8-K were filed during the quarter ended September 30,
2001.
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 13, 2001 Edward V. Lett
----------------- President and Chief Executive Officer
/s/ David P. Johnson
--------------------------------------------
David P. Johnson
Senior Vice President and Chief Financial
Officer
18