1
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, 1999 0-29132
TIB FINANCIAL CORP.
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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 4,405,137
- ----------------------------- ----------------------------------
Class Outstanding as of October 31, 1999
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CONDITION
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------ -----------------
ASSETS (UNAUDITED)
Cash and due from banks $ 12,714,900 $ 18,089,325
Federal funds sold 9,378,000 6,565,000
Interest bearing deposits in other banks 82,623 47,410
Investment securities held to maturity (market value of $43,046,965
and $48,467,772, respectively) 44,386,623 48,152,543
Investment securities available for sale 17,063,823 17,848,010
Investment in ERAS Joint Venture 795,433 789,752
Loans, net of deferred loan fees 269,769,287 246,298,179
Less: Allowance for loan losses 2,897,605 2,517,234
------------- -------------
Loans, net 266,871,682 243,780,945
Premises and equipment, net 14,392,966 12,880,360
Accrued interest receivable 2,425,230 2,614,662
Intangible assets 1,578,561 1,791,780
Other assets 2,120,056 2,916,063
------------- -------------
TOTAL ASSETS $ 371,809,897 $ 355,475,850
============= =============
LIABILITIES
Deposits:
Noninterest-bearing demand 69,179,804 68,370,649
Interest-bearing demand and money market 155,412,369 166,837,456
Savings 16,169,806 14,685,319
Time deposits of $100,000 or more 36,431,613 24,693,379
Other time deposits 59,136,202 50,469,928
------------- -------------
Total Deposits 336,329,794 325,056,731
Short-term borrowings 2,793,150 669,569
Accrued interest payable 2,375,059 1,984,516
Other liabilities 2,607,848 1,197,500
------------- -------------
TOTAL LIABILITIES 344,105,851 328,908,316
------------- -------------
STOCKHOLDERS' EQUITY
Common stock - $.10 par value: 7,500,000 shares authorized,
4,490,137 and 4,449,795 shares issued 449,013 444,979
Surplus 7,554,967 7,202,321
Retained earnings 20,807,447 19,328,022
Accumulated other comprehensive income (loss) - valuation reserve
on investment securities available for sale, net of tax (162,000) 150,000
Less: Treasury stock, 85,000 and 50,000 shares at cost (945,381) (557,788)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 27,704,046 26,567,534
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 371,809,897 $ 355,475,850
============= =============
(See notes to consolidated financial statements)
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TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED SEPT 30, NINE MONTHS ENDED SEPT 30,
INTEREST INCOME 1999 1998 1999 1998
----------- ----------- ----------- -----------
Loans, including fees $ 5,691,744 $ 4,807,326 $16,760,020 $13,629,511
Investment securities:
U.S. Treasury securities 382,197 300,866 1,122,690 994,020
U.S. Government agencies and corporations 599,330 687,692 1,725,597 1,678,397
States and political subdivisions 90,778 163,368 280,554 441,598
Other investments 20,105 26,603 74,408 77,946
Interest bearing deposits in other banks 77,652 332 314,146 697
Federal funds sold 164,744 38,702 526,669 658,413
----------- ----------- ----------- -----------
TOTAL INTEREST INCOME 7,026,550 6,024,889 20,804,084 17,480,582
----------- ----------- ----------- -----------
INTEREST EXPENSE
Interest-bearing demand and money market 1,415,453 1,403,126 4,230,625 3,857,124
Savings 153,770 138,768 462,857 422,567
Time deposits of $100,000 or more 490,941 368,423 1,311,332 1,092,516
Other time deposits 800,397 620,817 2,295,759 1,853,793
Short-term borrowings 29,282 42,942 61,732 66,019
----------- ----------- ----------- -----------
TOTAL INTEREST EXPENSE 2,889,843 2,574,076 8,362,305 7,292,019
----------- ----------- ----------- -----------
NET INTEREST INCOME 4,136,707 3,450,813 12,441,779 10,188,563
----------- ----------- ----------- -----------
PROVISION FOR LOAN LOSSES 120,000 90,000 420,000 270,000
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
4,016,707 3,360,813 12,021,779 9,918,563
OTHER INCOME
Service charges on deposit accounts 472,429 444,394 1,427,783 1,272,044
Investment securities gains, net 643 3,870 643 3,870
Merchant bankcard processing income 628,013 507,636 2,202,427 1,734,076
Gain on sale of government guaranteed loans 73,668 424,806 463,819 880,793
Fees on mortgage loans sold at origination 92,362 103,410 307,944 366,142
Retail investment services 56,734 70,303 187,279 347,704
Revenues, net of goodwill amortization, from investment in
ERAS Joint Venture 42,086 -- 5,681 --
Other income 146,341 122,085 472,236 343,620
----------- ----------- ----------- -----------
TOTAL OTHER INCOME 1,512,276 1,676,504 5,067,812 4,948,249
----------- ----------- ----------- -----------
OTHER EXPENSE
Salaries and employee benefits 1,900,291 1,878,334 5,701,687 5,482,745
Net occupancy expense 658,876 584,188 1,939,956 1,630,048
Other expense 1,497,512 1,231,447 4,935,133 3,784,751
----------- ----------- ----------- -----------
TOTAL OTHER EXPENSE 4,056,679 3,693,969 12,576,776 10,897,544
----------- ----------- ----------- -----------
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TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT 30, SEPT 30,
1999 1998 1999 1998
------------------------------ -------------------------------
INCOME BEFORE INCOME TAX EXPENSE 1,472,304 1,343,348 4,512,815 3,969,268
INCOME TAX EXPENSE 534,700 474,900 1,635,700 1,404,500
------------ ------------ ------------ ------------
NET INCOME BEFORE CUMULATIVE
EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 937,604 868,448 2,877,115 2,564,768
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE FOR DEFERRED
ORGANIZATION COSTS, NET OF TAX BENEFIT
OF $28,300 -- 47,047 --
------------ ------------ ------------ ------------
NET INCOME $ 937,604 $ 868,448 $ 2,830,068 $ 2,564,768
============ ============ ============ ============
BASIC EARNINGS PER SHARE:
Income before cumulative effect of change in accounting
principle $ 0.21 $ 0.20 $ 0.66 $ 0.58
Cumulative effect of change in accounting principle for
deferred organization costs, net of tax -- -- (0.01) --
------------ ------------ ------------ ------------
BASIC EARNINGS PER SHARE $ 0.21 $ 0.20 $ 0.65 $ 0.58
============ ============ ============ ============
DILUTED EARNINGS PER SHARE:
Income before cumulative effect of change in accounting
principle $ 0.21 $ 0.19 $ 0.63 $ 0.55
Cumulative effect of change in accounting principle for
deferred organization costs, net of tax -- -- (0.01) --
------------ ------------ ------------ ------------
DILUTED EARNINGS PER SHARE $ 0.21 $ 0.19 $ 0.62 $ 0.55
============ ============ ============ ============
(See notes to consolidated financial statements)
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TIB FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)
Accumulated
Other
Comprehensive
Income (Loss) -
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
=========== =========== ========= ========= ======== ==========
Accumulated
Other
Comprehensive
Income (Loss) -
Market
Comprehensive Retained Treasury Valuation Common
Total Income Earnings Stock Reserve Stock Surplus
----------- ------------- ----------- ----------- --------------- --------- ----------
Balance at December 31, 1997 $24,563,557 $17,668,290 $ -- $(49,000) $437,195 $6,507,072
Comprehensive Income
Net Income 2,564,768 $2,564,768 2,564,768
Other comprehensive income, net of
tax expense of $216,000:
Net market valuation adjustment
on securities available for sale 359,000 359,000 359,000
----------
Comprehensive income $2,923,768
==========
Exercise of stock options 302,867 5,353 297,514
Income tax benefit from stock options
exercised 120,659 120,659
Compensation paid thru issuance of
common stock 214,575 1,667 212,908
Cash dividends declared, $.30 per
share (1,330,284) (1,330,284)
----------- ----------- --------- -------- -------- ----------
Balance at September 30, 1998 $26,795,142 $18,902,774 $ -- $310,000 $444,215 $7,138,153
=========== =========== ========= ======== ======== ==========
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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,
1999 1998
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 2,830,068 $ 2,564,768
Adjustments to reconcile net income to net cash provided by operating
activities:
Net amortization of investments 158,949 2,982
Amortization of intangible assets 132,904 45,762
Depreciation of premises and equipment 906,963 746,748
Write-off of unamortized leasehold improvements 133,546 --
Compensation paid thru issuance of common stock 183,337 214,575
Provision for loan losses 420,000 270,000
Cumulative effect of change in accounting principle for
organization costs 75,347 --
Deferred income tax benefit (139,104) (51,832)
Deferred net loan fees (32,986) (108,646)
Investment securities gains, net (643) (3,870)
Gain on sales of premises and equipment (6,174) (1,082)
Gain on sales of government guaranteed loans, net (463,819) (880,793)
(Increase) decrease in accrued interest receivable 189,432 (715,129)
Increase in accrued interest payable 390,543 245,631
(Increase) decrease in intangible assets 4,968 (34,299)
Decrease in other assets 1,122,111 350,467
Increase in other liabilities 1,439,865 1,337,618
Other 16,182 --
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES
7,361,489 3,982,900
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities held to maturity (230,400) (34,817,053)
Purchases of investment securities available for sale (16,033,126) --
Sales of investment securities available for sale 13,033,496 6,217,110
Repayments of principal and maturities of investment securities
available for sale 3,122,831 2,283,468
Maturities of investment securities held to maturity 4,000,000 11,000,000
Proceeds from sales of government guaranteed loans 6,945,350 9,674,797
Net cash received in purchase of branch from Coconut Grove Bank -- 9,672,205
Loans originated or acquired, net of principal repayments (29,959,282) (40,285,834)
Purchases of premises and equipment (2,585,017) (2,509,655)
Sales of premises and equipment 16,213 3,140
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (21,689,935) (38,761,822)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in federal funds purchased and securities sold under
agreements to repurchase 1,463,956 3,097,691
Net increase (decrease) in demand, money market and savings accounts (9,131,445) 20,180,522
Time deposits accepted, net of repayments 20,404,508 2,626,399
Advances on line of credit 659,625 --
Proceeds from exercise of stock options 143,278 302,867
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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,
1999 1998
------------ ------------
Treasury stock repurchased (387,593) --
Cash dividends paid (1,350,095) (1,323,264)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES
11,802,234 24,884,215
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,526,212) (9,894,707)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 24,701,735 24,829,285
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 22,175,523 $ 14,934,578
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
Cash paid for:
Interest $ 7,971,762 $ 7,006,189
Income taxes $ 2,063,741 $ 1,420,000
(See notes to consolidated financial statements)
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TIB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(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, 1999
are not necessarily indicative of trends or results to be expected for the year
ended December 31, 1999. For further information, refer to the Company's
consolidated financial statements and footnotes thereto for the year ended
December 31, 1998.
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, 1999 December 31, 1998
------------------ -----------------
Commercial, financial and agricultural $171,288,769 $163,798,992
Real estate - construction 6,987,130 5,960,092
Real estate - individual 77,702,345 62,544,350
Installment and simple interest individual 13,925,468 13,810,146
Other 202,820 554,830
------------ ------------
Total loans 270,106,532 246,668,410
Net deferred loan fees 337,245 370,231
------------ ------------
Loans, net of deferred loan fees $269,769,287 $246,298,179
============ ============
NOTE 3 - ALLOWANCE FOR LOAN LOSSES
The financial statements include an allowance for estimated losses on loans
based upon management's evaluation of potential 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.
Activity in the allowance for loan losses for the nine months ended September
30, 1999 and September 30, 1998 follows:
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9
September 30, 1999 September 30, 1998
------------------ ------------------
Balance, January 1 $ 2,517,234 $ 2,201,974
Provision charged to expense 420,000 270,000
Loans charged off (87,340) (66,650)
Recoveries of loans previously charged off 47,711 5,511
----------- -----------
Balance, September 30 $ 2,897,605 $ 2,410,835
=========== ===========
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, 1999 and December 31, 1998 are presented
below:
September 30, 1999
--------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ----------- -----------
U.S. Treasury Securities $10,085,640 $ 66,957 $ 791 $10,151,806
U.S. Government agencies and corporations 33,162,483 -- 1,405,824 31,756,659
Other investments 1,138,500 -- -- 1,138,500
----------- ----------- ----------- -----------
$44,386,623 $ 66,957 $ 1,406,615 $43,046,965
=========== =========== =========== ===========
December 31, 1998
--------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ----------- -----------
U.S. Treasury Securities $14,083,195 $ 247,542 $ -- $14,330,737
U.S. Government agencies and corporations 33,161,248 177,062 109,375 33,228,935
Other investments 908,100 -- -- 908,100
----------- ----------- ----------- -----------
$48,152,543 $ 424,604 $ 109,375 $48,467,772
=========== =========== =========== ===========
The amortized cost and estimated market value of investment securities available
for sale at September 30, 1999 and December 31, 1998 are presented below:
September 30, 1999
--------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ----------- -----------
U.S. Treasury Securities $ 7,858,654 $ -- $ 143,984 $ 7,714,670
States and political subdivisions 6,928,521 55,718 156,909 6,827,330
Mortgage-backed securities 2,535,648 2,855 16,680 2,521,823
----------- ----------- ----------- -----------
$17,322,823 $ 58,573 $ 317,573 $17,063,823
=========== =========== =========== ===========
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December 31, 1998
--------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ----------- -----------
U.S. Treasury Securities $ 5,021,513 $ 21,437 $ -- $ 5,042,950
States and political subdivisions 8,114,069 219,112 8,333,181
Mortgage-backed securities 4,022,557 4,020 12,379 4,014,198
Other debt securities 449,871 7,810 -- 457,681
----------- ----------- ----------- -----------
$17,608,010 $ 252,379 $ 12,379 $17,848,010
=========== =========== =========== ===========
Other investments at September 30, 1999 and December 31, 1998 consist of stock
in the Independent Bankers Bank of Florida and the Federal Home Loan Bank of
Atlanta. Other debt securities at December 31, 1998 consist of corporate debt
securities.
NOTE 5 - EARNINGS PER SHARE AND COMMON STOCK
Basic earnings per share has 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:
Per Share
Net Earnings Common Shares Amount
---------------------------------------------
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
=============================================
For the nine months ended September 30, 1998:
Basic earnings per common share $2,564,768 4,417,394 $.58
Effect of dilutive stock options -- 218,456 (.03)
---------------------------------------------
Diluted earnings per common share $2,564,768 4,635,850 $.55
=============================================
Per Share
Net Earnings Common Shares Amount
---------------------------------------------
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
=============================================
For the three months ended September 30, 1998:
Basic earnings per common share $ 868,448 4,442,145 $.20
Effect of dilutive stock options -- 188,376 (.01)
---------------------------------------------
Diluted earnings per common share $ 868,448 4,630,521 $.19
=============================================
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 either 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.
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Total options granted, exercised, and expired during the nine months ended
September 30, 1999 were 23,000, 23,675, and 18,000, respectively. As of
September 30, 1999, 592,410 options were outstanding.
NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS
Effective December 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 131 (SFAS 131), "Disclosures About Segments of an
Enterprise and Related Information." The provisions of this statement require
disclosure of financial and descriptive information about an enterprise's
operating segments in annual and interim financial reports issued to
stockholders. SFAS 131 defines an operating segment as a component of an
enterprise that engages in business activities that generate revenue and incur
expense, whose operating results are reviewed by the chief operating decision
maker in the determination of resource allocation and performance, and for which
discrete financial information is available. The disclosure requirements of SFAS
131 had no impact on the Company's financial condition or results of operations.
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133
requires companies to recognize all derivatives contracts as either assets or
liabilities in the balance sheet and to measure them at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the
hedging derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are attributable to the hedged risk or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. SFAS 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000, however, early adoption is allowed.
Historically, the Company has not entered into derivative contracts either to
hedge existing risks or for speculative purposes. The Company adopted the new
standard as of July 1, 1998. The effect on the financial statements at July 1,
1998 which resulted from the transfer of certain investment securities, with an
amortized cost of $11,898,815, from the held to maturity category to the
available for sale category was an increase in other comprehensive income market
valuation reserve of approximately $176,000.
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 non-governmental entities and
requires that costs of start-up activities and organization costs be expensed as
incurred. The adoption of SOP 98-5 is described in Management's Discussion and
Analysis of Financial Condition and Results of Operations below.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion addresses certain 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, 1999, and statements of income for the three and nine months
ended September 30, 1999.
The Company's net income of $937,604 for the third quarter of 1999 represented
an increase of $69,156, or 8.0%, compared to net income of $868,448 for the same
period last year. The increase in net income is attributed to an increase of
$685,894, or 19.9%, in net interest income; offset by an increase of $30,000 in
the provision for loan losses; a decrease in other income of $164,228, or 9.8%;
an increase in other expense of $362,710, or 9.8%; and an increase in income
tax expense of $59,800 or 12.6%.
Net income for the nine months ended September 30, 1999 was $2,830,068 up 10.3%
from $2,564,768 for the comparable period in 1998. Basic and diluted earnings
per share for the third quarter of 1999 were $0.21 and $0.21 respectively as
compared to $0.20 and $0.19 per share in the previous year's quarter. Basic and
diluted earnings per share for the nine months ended September 30, 1999 were
$0.65 and $0.62 respectively compared to $0.58 and $0.55 for the corresponding
period ended September 30, 1998. Book value per share increased to $6.29 at
September 30, 1999 from $6.04 at December 31, 1998. The Company paid a quarterly
dividend of $0.1025 per share in the first, second, and third quarters of 1999,
as compared to $0.10 per share in the comparable quarters of 1998.
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, 1999
was 13.9% on average equity of $27,137,208, compared to 13.4% on average equity
of $25,594,208 for the same period in 1998.
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Annualized return on average assets of $387,580,665 for the nine months ended
September 30, 1999 was 0.97%, compared to 1.11% on average assets of
$307,970,160 for the same period in 1998. This decrease is attributed to the
accelerated increase in assets over a twelve month period. This asset growth was
the result of the funds generated from the deposit increases which were
primarily caused by the following factors: the purchase of the deposits of
another bank's branch in Homestead, Florida; the continuing effects of the
consolidation of financial institutions in the South Florida market area; and
the Company's ongoing effort to offer competitive products and gain market
share.
The Company's net interest income is its principal source of income. Interest
earning assets for the Company include loans, federal funds sold, interest
bearing deposits in the Federal Home Loan Bank, and investment securities. The
Company's interest-bearing liabilities include its deposits, federal funds
purchased, and other short-term borrowings. Net interest income increased 22.1%
to $12.4 million, in the nine months ended September 30, 1999 as compared to the
same period last year primarily as a result of a higher level of earning assets.
Interest from loans increased to $16.8 million for the first nine months of 1999
compared to $13.6 million for the comparable period last year. The Bank's net
interest margin declined to 4.71% in the first nine months of 1999 compared to
4.91% in the first nine months of 1998. Margins are under pressure from both the
asset yield and deposit cost sides. High quality assets, primarily loans,
require offering very competitive rates to acquire and retain. Average deposit
cost increases reflect changes in the mix of deposit liabilities. Customers are
less likely to leave their funds in the lower yielding deposit accounts. These
are general industry conditions which the Bank is subject to.
Provision for loan losses increased to $420,000 from $270,000 for the respective
first nine months of 1999 and 1998 due to a net increase in total loans of
approximately $52.4 million. Gross charged off loans for the first nine months
were $87,340 offset by recoveries of $47,711, resulting in an annualized net
charge-off rate of 0.02% of total loans. This compares to net charge offs during
the same period last year of $61,139 which represented an annualized net
charge-off rate of 0.04% of total loans. At September 30, 1999, the Company had
aggregate non-accrual loans of $505,400 compared to $520,866 at December 31,
1998. The ratio of non-performing loans (including loans 90 days or more past
due and still accruing) to total outstanding loans was 0.19% at September 30,
1999 compared to 0.21% at December 31, 1998.
Other income increased $119,563 to $5,067,812 for the nine month period ended
September 30, 1999 from $4,948,249 in the comparable period last year. The
increase in other income is attributed to an increase of $468,351 in merchant
bankcard processing income; an increase of $155,739 in service charges on
deposit accounts; $5,681 increase in revenues, net of goodwill amortization,
from investment in ERAS Joint Venture; an increase of $128,616 in other income;
offset by a $58,198 decrease in fees on mortgage loans sold at origination; a
$160,425 decrease in commissions on retail sales of investment products; a
$416,974 decrease in gain on sale of government guaranteed loans; and a $3,227
decrease in net investment security gains. 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 quarter to quarter.
Other expense increased $1,679,232, or 15.4%, in the first nine months of 1999
as compared to the prior year period. The major areas of increased expenses
during these time periods relate to interchange fees and other expenses for
processing merchant bankcard transactions, computer services, supplies,
amortization of purchased deposits, charge-off of unamortized leasehold
improvements, and the additional operating costs associated with the new branch
established in September 1998. Bankcard costs are volume driven and are more
than offset by higher revenues reported in other income. Computer services and
supplies reflect the costs associated with the larger number and activity in
account relationships. The premium paid in the acquisition of the branch
deposits in Homestead required $108,664 in current charges to amortization
expense for the nine months ended September 30, 1999. Finally, there was a
$133,546 charge taken in the second quarter related to the write-off of the
unamortized leasehold improvements associated with the leased facility that was
abandoned upon the opening of the newly constructed branch in Key West.
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 states that the costs of start-up activities, which include
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, 1999 were $371,809,897, up from total assets of
$355,475,850 at December 31, 1998. Loans net of deferred loan fees increased
$23,471,108 for the first nine months of 1999 from year end 1998. Also, in the
same period, investment securities decreased $4,550,107 and federal funds sold
increased $2,813,000. The increase in fixed assets of
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$1,512,606 in the first nine months of 1999 is primarily due to the construction
of a branch facility in Key West, Florida that replaced an existing leased
facility. This branch opened in April and allows for easier access for the
Bank's customers.
At September 30, 1999, the Company had $2,793,150 in short-term borrowings
compared to $669,569 at December 31, 1998. Short-term borrowings include
$396,487 in securities sold under agreements to repurchase, $659,625 in advances
on a revolving credit facility, and $1,737,038 in Treasury tax deposits. This
increase in short-term borrowings reflects the government and some individual
entities keeping more funds with the Bank at quarter end, and the addition of a
revolving credit facility obtained in April 1999 from Independent Bankers' Bank
of Florida for a line of credit up to $2,000,000. The rate of interest on this
agreement is Wall Street Journal Prime minus 1/2% and as of September 30, 1999,
$659,625 has been drawn on this line.
On October 25, 1999, the Company agreed to sell its option to acquire a 50%
interest in Professional Protective Insurance Company (PPIC) back to PPIC for
$100,000 upon the closing of the transaction and $300,000 after each of the next
three years for a total of $1,000,000. Also included in this transaction were
certain changes in the terms and conditions of an existing $6,000,000 loan to
PPIC. The result of this transaction was the recognition of $312,375 as a gain
at closing on October 25, 1999, with the balance of the $1,000,000 to be
recognized partly over the remaining 25 month term of the loan and partly over
the three year payment period.
YEAR 2000
The Company and its subsidiaries are currently addressing a universal situation
commonly referred to as the "Year 2000 Problem" or "Y2K." The Bank subsidiary
has the most significant exposure to the Year 2000 problem. The Year 2000
Problem relates to the inability of certain computer software programs and
equipment to properly recognize and process date-sensitive information relative
to the Year 2000 and beyond. During 1997, the Company developed a plan to devote
the necessary resources to identify and modify systems impacted by the Year 2000
problem and if necessary, implement new systems to become Year 2000 compliant in
a timely manner. Year 2000 efforts are progressing as scheduled. All mission
critical vendors and servicers have been identified. Certifications/assurances
have been received from major data processing and item processing vendors.
Independent testing of all mission critical systems commenced in June 1998 and
it is anticipated will be completed no later than November 1999.
The Bank has evaluated most of its significant borrowers and does not believe
the Year 2000 problems should, on an aggregate basis, impact their ability to
make payments to the Bank. The Bank's major service bureau has certified to the
company as being Y2K compliant and has been reviewed by federal regulators. If
the Bank's service bureau fails, the Bank will calculate loan and deposit
balances and interest using manual ledgers. If this labor intensive approach is
necessary, management and employees will become much less efficient. However,
the Bank believes that it would be able to operate in this manner indefinitely,
until its existing service bureau is able to again provide data processing
services.
To determine the readiness of its vendors, the Bank has sent out a letter to
each vendor inquiring about their compliance with Year 2000. For those vendors
that have responded that they are Year 2000 compliant and that the Bank has
determined to not have a material impact on the Bank's operations, no further
work is performed. For those vendors that have responded they are working
towards Year 2000 compliance and that the Bank has determined to be significant,
including mission critical vendors, the Bank will follow up on a regular basis
through 1999.
The most significant expenditures related to the Year 2000 issue have involved
system upgrades, both hardware and software, which would have been implemented
at some point even without the Y2K issue. However, because of Y2K, some of these
expenditures have been accelerated. These expenditures are capital in nature and
the cost will be amortized over their useful lives. The amount of these items
totaled approximately $300,000 in 1998 and are budgeted to be about $100,000 in
1999, with approximately $85,000 incurred and reflected in the September 1999
financial statements. The amount spent on testing and compliance issues of
existing systems was about $2,000 in 1998 and will be approximately $50,000 in
1999 and is recorded in other expense (with approximately $45,000 reflected in
the September 1999 financial statements). None of these costs are expected to
materially impact the Company's results of operations in any one reporting
period.
Ultimately, the potential impact of the Year 2000 issue will depend not only on
the corrective measures the Bank undertakes, but also on the way in which the
Year 2000 issue is addressed by governmental agencies, businesses, and other
entities who provide data to the Bank, receive data from the Bank, or whose
financial condition or operational capability is important to the Bank, such as
suppliers or customers. At worst, the Bank customers and vendors will face
severe Year 2000 issues, which may cause borrowers to become unable to service
their loans. The Bank may also be required to replace non-compliant vendors
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with more expensive Year 2000-compliant vendors. At this time the Bank cannot
determine the financial effect on it if significant customer and/or vendor
remediation efforts are not resolved in a timely manner.
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, 1999 and December 31, 1998:
Well Adequately
Capitalized Capitalized September 30, 1999 December 31, 1998
Requirement Requirement Actual Actual
- ------------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Average Assets)
Consolidated =>5% 3% 6.78% 7.87%
Bank =>5% 3% 6.70% 7.55%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated =>6% 4% 9.68% 9.75%
Bank =>6% 4% 9.57% 9.37%
Total Capital (to Risk Weighted Assets)
Consolidated =>10% 8% 10.75% 10.74%
Bank =>10% 8% 10.64% 10.36%
Management believes, as of September 30, 1999, that the Company and the Bank met
all capital requirements to which they are subject.
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 actively 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.
In 1997, the Bank 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 $51.9 million, and any advances are secured by the
Bank's one-to-four family residential mortgage loans. No advances were made on
the credit line in 1998 or thus far in 1999.
The Bank has unsecured lines of credit for federal funds purchased from other
banks totaling $5,000,000. 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.
The Company has a revolving credit facility from Independent Bankers' Bank of
Florida for a line of credit up to $2,000,000. The rate of interest on this
agreement is Wall Street Journal Prime minus 1/2% and as of September 30, 1999,
$659,625 has been drawn on this line.
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
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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, 1999 Banking Processing Servicing Other Totals
- ----------------------------------------------- ---------------- ------------- ------------------ -------------- ---------------
Interest income $ 20,804,084 $ - $ - $ - $ 20,804,084
Interest expense 8,362,305 - - - 8,362,305
---------------- ------------- ------------------ -------------- ---------------
Net interest income 12,441,779 - - - 12,441,779
Other income 2,126,144 2,202,427 546,281 187,279 5,062,131
Revenues, net of goodwill amortization,
from investment in ERAS Joint Venture - - - 5,681 5,681
Depreciation and amortization (853,810) (40,068) (11,187) (1,898) (906,963)
Other expense (9,770,568) (1,824,254) (314,942) (180,049) (12,576,776)
---------------- ------------- ------------------ -------------- ---------------
Pretax segment profit (excluding effect of
change in accounting principle) $ 3,943,545 $ 338,105 $ 220,152 $ 11,013 $ 4,512,815
================ ============= ================== ============== ===============
Segment assets $370,638,941 $ 131,637 $ 231,037 $ 808,282 $371,809,897
================ ============= ================== ============== ===============
Government
Merchant Guaranteed
Community Bankcard Loans Sales and All
Nine months ended September 30, 1998 Banking Processing Servicing Other Totals
- ---------------------------------------------- --------------- ------------- ------------------ ------------- ----------------
Interest income $ 17,480,582 $ - $ - $ - $ 17,480,582
Interest expense 7,292,019 - - - 7,292,019
--------------- ------------- ------------------ ------------- ----------------
Net interest income 10,188,563 - - - 10,188,563
Other income 1,913,183 1,734,076 953,286 347,704 4,948,249
Depreciation and amortization (697,911) (37,056) (10,263) (1,518) (746,748)
Other expense (8,233,821) (1,406,435) (532,049) (248,491) (10,420,796)
--------------- ------------- ------------------ ------------- ----------------
Pretax segment profit $ 3,170,014 $ 290,585 $ 410,974 $ 97,695 $ 3,969,268
=============== ============= ================== ============= ================
Segment assets $319,083,412 $ 139,253 $ 253,245 $ 7,856 $319,483,766
=============== ============= ================== ============= ================
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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 2,889,843 - - - 2,889,843
---------------- ------------- ------------------ ------------- ----------------
Net interest income 4,136,707 - - - 4,136,707
Other income 686,204 628,013 99,239 56,734 1,470,190
Revenues, net of goodwill amortization,
from investment in ERAS Joint Venture - - - 42,086 42,086
Depreciation and amortization (296,177) (13,356) (3,869) (772) (314,174)
Other expense (3,144,928) (560,524) (93,015) (64,038) (3,862,505)
---------------- ------------- ------------------ ------------- ----------------
Pretax segment profit $1,381,806 $ 54,133 $ 2,355 $34,010 $1,472,304
================ ============= ================== ============= ================
Government
Merchant Guaranteed
Community Bankcard Loans Sales and All
Three months ended September 30, 1998 Banking Processing Servicing Other Totals
- ---------------------------------------------- --------------- ------------- ------------------ ------------- ----------------
Interest income $6,024,889 $ - $ - $ - $6,024,889
Interest expense 2,574,076 - - - 2,574,076
--------------- ------------- ------------------ ------------- ----------------
Net interest income 3,450,813 - - - 3,450,813
Other income 658,157 507,636 440,408 70,303 1,676,504
Depreciation and amortization (239,755) (12,568) (3,390) (540) (256,253)
Other expense (2,801,971) (429,145) (238,684) (57,916) (3,527,716)
--------------- ------------- ------------------ ------------- ----------------
Pretax segment profit $1,067,244 $ 65,923 $198,334 $ 11,847 $1,343,348
=============== ============= ================== ============= ================
Revenues are almost exclusively derived from customers within the United States.
The Company does not have a single customer that accounts for ten percent or
more of the Company's revenue.
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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) No reports on Form 8-K were filed during the quarter ended
September 30, 1999.
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 12, 1999 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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