<PAGE> 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
MARCH 31, 2000 0-29132
TIB FINANCIAL CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0655973
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
99451 OVERSEAS HIGHWAY, KEY LARGO, FLORIDA 33037-7808
-----------------------------------------------------
(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 4,394,137
- ----------------------------- -----------------------------
Class Outstanding as of May 1, 2000
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIB FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
ASSETS (UNAUDITED)
<S> <C> <C>
Cash and due from banks $ 16,013,671 $ 19,506,372
Federal funds sold 9,792,000 2,658,000
Investment securities held to maturity (market value of $42,379,854
and $42,292,323, respectively) 44,445,122 44,440,836
Investment securities available for sale 15,726,177 15,921,641
Investment in ERAS Joint Venture 1,001,293 968,760
Loans, net of deferred loan fees 296,265,274 289,880,721
Less: Allowance for loan losses 3,124,179 2,996,532
------------- -------------
Loans, net 293,141,095 286,884,189
Premises and equipment, net 14,267,056 14,318,646
Intangible assets 1,491,138 1,534,509
Other assets 7,353,018 5,896,378
------------- -------------
TOTAL ASSETS $ 403,230,570 $ 392,129,331
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing demand $ 85,684,616 $ 72,300,414
Interest-bearing demand and money market 148,307,063 144,183,661
Savings 24,018,214 24,582,207
Time deposits of $100,000 or more 46,663,899 45,974,452
Other time deposits 63,432,965 59,862,786
------------- -------------
Total Deposits 368,106,757 346,903,520
Short-term borrowings 1,276,384 11,712,056
Other borrowings -- 659,625
Other liabilities 5,009,627 4,551,972
------------- -------------
TOTAL LIABILITIES 374,392,768 363,827,173
------------- -------------
STOCKHOLDERS' EQUITY
Common stock - $.10 par value: 7,500,000 shares
authorized, 4,494,137 and 4,490,137 shares issued 449,414 449,014
Surplus 7,587,274 7,554,967
Retained earnings 22,223,176 21,634,649
Accumulated other comprehensive income (loss) - market valuation
reserve on investment securities available for sale (319,000) (285,000)
Treasury stock, 100,000 and 95,000 shares at cost (1,103,062) (1,051,472)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 28,837,802 28,302,158
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 403,230,570 $ 392,129,331
============= =============
</TABLE>
(See notes to consolidated financial statements)
1
<PAGE> 3
TIB FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
---------- -----------
<S> <C> <C>
INTEREST INCOME
Loans, including fees $6,504,103 $ 5,415,629
Investment securities:
U.S. Treasury securities 259,824 344,538
U.S. Government agencies and corporations 533,328 567,050
States and political subdivisions 90,820 99,473
Other investments 20,549 26,817
Interest bearing deposits in other bank 370 83,726
Federal funds sold 91,907 216,913
---------- -----------
TOTAL INTEREST INCOME 7,500,901 6,754,146
---------- -----------
INTEREST EXPENSE
Interest-bearing demand and money market 1,416,251 1,431,037
Savings 138,081 149,941
Time deposits of $100,000 or more 649,122 390,248
Other time deposits 834,664 703,413
Short-term borrowings 70,055 11,882
---------- -----------
TOTAL INTEREST EXPENSE 3,108,173 2,686,521
---------- -----------
NET INTEREST INCOME 4,392,728 4,067,625
---------- -----------
PROVISION FOR LOAN LOSSES 135,000 180,000
---------- -----------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 4,257,728 3,887,625
OTHER INCOME
Service charges on deposit accounts 497,400 481,707
Merchant bankcard processing income 1,094,283 829,841
Gain on sale of government guaranteed loans 5,636 109,530
Fees on mortgage loans sold at origination 61,826 112,060
Retail investment services 68,519 60,912
Equity in income (loss), net of goodwill amortization,
from investment in ERAS Joint Venture 32,533 (2,397)
Other income 171,304 150,826
---------- -----------
TOTAL OTHER INCOME 1,931,501 1,742,479
---------- -----------
OTHER EXPENSE
Salaries and employee benefits 1,911,916 1,845,250
Net occupancy expense 655,749 614,204
Other expense 1,947,253 1,635,464
---------- -----------
TOTAL OTHER EXPENSE 4,514,918 4,094,918
---------- -----------
INCOME BEFORE INCOME TAX EXPENSE 1,674,311 1,535,186
INCOME TAX EXPENSE 624,400 556,300
---------- -----------
NET INCOME BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE 1,049,911 978,886
</TABLE>
2
<PAGE> 4
(Continued)
TIB FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
---------- -----------
<S> <C> <C>
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE FOR DEFERRED ORGANIZATION COSTS, NET
OF TAX BENEFIT OF $28,300 -- 47,047
---------- -----------
NET INCOME $1,049,911 $ 931,839
========== ===========
BASIC EARNINGS PER SHARE:
Income before cumulative effect of change in
accounting principle $ 0.24 $ 0.22
Cumulative effect of change in accounting
principle for deferred organization costs,
net of tax -- (0.01)
---------- -----------
BASIC EARNINGS PER SHARE $ 0.24 $ 0.21
========== ===========
DILUTED EARNINGS PER SHARE:
Income before cumulative effect of change in
accounting principle $ 0.23 $ 0.22
Cumulative effect of change in accounting
principle for deferred organization costs,
net of tax -- (0.01)
---------- -----------
DILUTED EARNINGS PER SHARE $ 0.23 $ 0.21
========== ===========
</TABLE>
(See notes to consolidated financial statements)
3
<PAGE> 5
TIB FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive
Income -
Market
Comprehensive Retained Treasury Valuation Common
Total Income Earnings Stock Reserve Stock Surplus
----------- ------------- ----------- ------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
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 1,049,911 $ 1,049,911 1,049,911
Other comprehensive income,
net of tax benefit
of $20,000:
Net market valuation
adjustment on securities
available for sale (34,000) (34,000) (34,000)
-----------
Comprehensive income $ 1,015,911
===========
Exercise of stock options 28,282 400 27,882
Income tax benefit from stock
options exercised 4,425 4,425
Purchase of treasury stock (51,590) (51,590)
Cash dividends declared,
$.105 per share (461,384) (461,384)
----------- ----------- ----------- --------- -------- ----------
Balance at March 31, 2000 $28,837,802 $22,223,176 $(1,103,062) $(319,000) $449,414 $7,587,274
=========== =========== =========== ========= ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive
Income -
Market
Comprehensive Retained Treasury Valuation Common
Total Income Earnings Stock Reserve Stock Surplus
----------- ------------- ----------- ------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $26,567,534 $19,328,022 $ (557,788) $ 150,000 $444,979 $7,202,321
Comprehensive Income
Net Income 931,839 $ 931,839 931,839
Other comprehensive income,
net of tax benefit
of $13,000:
Net market valuation
adjustment on securities
available for sale (22,000) (22,000) (22,000)
-----------
Comprehensive income $ 909,839
===========
Exercise of stock options 74,374 1,190 73,184
Income tax benefit from stock
options exercised 11,928 11,928
Purchase of treasury stock (387,593) (387,593)
Cash dividends declared,
$.1025 per share (448,611) (448,611)
----------- ----------- ----------- --------- -------- ----------
Balance at March 31, 1999 $26,727,471 $19,811,250 $(945,381) $128,000 $446,169 $7,287,433
=========== =========== =========== ========= ======== ==========
</TABLE>
4
<PAGE> 6
TIB FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTH PERIOD ENDED MARCH 31,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 1,049,911 $ 931,839
Adjustments to reconcile net income to net cash provided by
operating activities:
Net amortization of investments 47,381 26,713
Amortization of intangible assets 43,371 43,409
Depreciation of premises and equipment 306,409 283,870
Provision for loan losses 135,000 180,000
Cumulative effect of change in accounting principle
for organization costs -- 75,347
Deferred income tax provision (benefit) 57,970 (25,000)
Deferred net loan fees (41,055) (6,824)
Gain (loss) on sale/disposal of premises and equipment 26,001 (1,598)
Gain on sales of government guaranteed loans, net (5,636) (109,530)
Increase in intangible assets -- (6,796)
(Increase) decrease in other assets (1,494,610) 616,821
Increase in other liabilities 462,186 1,258,501
Equity in (income) loss, net of goodwill amortization
from investment in ERAS JV (32,533) 2,397
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES
554,395 3,269,149
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities held to maturity -- (230,400)
Purchases of investment securities available for sale -- (11,092,104)
Repayments of principal and maturities of investment securities
available for sale
89,797 1,403,906
Maturities of investment securities held to maturity -- 2,000,000
Proceeds from sales of government guaranteed loans 6,596,039 2,380,922
Loans originated or acquired, net of principal repayments (12,941,254) (13,529,729)
Purchases of premises and equipment (331,185) (722,854)
Sales of premises and equipment 50,365 3,465
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (6,536,238) (19,786,794)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in federal funds purchased and securities
sold under agreements to repurchase (435,672) 351,161
Net increase in demand, money market and savings accounts 16,943,611 25,665,135
Time deposits accepted, net of repayments 4,259,626 11,404,302
Repayment of short term borrowings (10,659,625) --
Proceeds from exercise of stock options 28,282 74,374
Treasury stock repurchased (51,590) (387,593)
Cash dividends paid (461,490) (450,979)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,623,142 36,656,400
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,641,299 20,138,755
(continued)
</TABLE>
5
<PAGE> 7
TIB FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTH PERIOD ENDED MARCH 31,
2000 1999
------------ ------------
<S> <C> <C>
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 22,164,372 24,701,735
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 25,805,671 $ 44,840,490
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
Cash paid for:
Interest $ 3,223,990 $ 2,593,910
Income taxes -- 66,927
</TABLE>
(See notes to consolidated financial statements)
6
<PAGE> 8
TIB FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements for TIB Financial
Corporation (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 three months ended
March 31, 2000 are not necessarily indicative of trends or results to be
expected for the year ended December 31, 2000. For further information, refer
to the Company's consolidated financial statements and footnotes thereto for
the year ended December 31, 1999.
The consolidated statements include the accounts of TIB Financial Corporation
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:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Commercial, financial and agricultural $182,276,390 $182,581,460
Real estate - construction 9,305,973 9,182,378
Real estate - individual 87,977,385 82,421,833
Installment and simple interest individual 17,277,281 16,248,303
Other 120,367 179,924
------------ ------------
Total loans 296,957,396 290,613,898
Net deferred loan fees 692,122 733,177
------------ ------------
Loans, net of deferred loan fees $296,265,274 $289,880,721
============ ============
</TABLE>
NOTE 3 - ALLOWANCE FOR LOAN LOSSES
The financial statements include an allowance for estimated losses on loans
based upon management's evaluation of specific loans and inherent losses in the
loan portfolio. The allowance for loan losses is established through a
provision for loan losses charged to expense. Management's judgment in
determining the adequacy of the allowance is based on evaluations of the
collectibility of loans and takes into consideration such factors as changes in
the nature and volume of the loan portfolio, current economic conditions that
may affect the borrower's ability to pay, overall portfolio quality and review
of specific problem loans. Periodic revisions are made to the allowance when
circumstances which necessitate such revisions become known. Recognized losses
are charged to the allowance for loan losses, while subsequent recoveries are
added to the allowance.
7
<PAGE> 9
Activity in the allowance for loan losses for the three months ended March 31,
2000 and March 31, 1999 follows:
March 31, 2000 March 31, 1999
-------------- --------------
Balance, January 1 $ 2,996,532 $ 2,517,234
Provision charged to expense 135,000 180,000
Loans charged off (7,353) (33,558)
Recoveries of loans previously charged off -- 1,625
----------- -----------
Balance, March 31 $ 3,124,179 $ 2,665,301
=========== ===========
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 March 31, 2000 and December 31, 1999 are presented below:
<TABLE>
<CAPTION>
March 31, 2000
----------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $10,092,649 $ 5,722 $ 2,652 $10,095,719
U.S. Government agencies and corporations 33,163,213 -- 2,068,338 31,094,875
Other investments 1,189,260 -- -- 1,189,260
----------- ------- ----------- -----------
$44,445,122 $ 5,722 $ 2,070,990 $42,379,854
=========== ======= =========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
----------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $10,088,880 $17,913 $ 2,508 $10,104,285
U.S. Government agencies and corporations 33,162,696 -- 2,163,918 30,998,778
Other investments 1,189,260 -- -- 1,189,260
----------- ------- ----------- -----------
$44,440,836 $17,913 $ 2,166,426 $42,292,323
=========== ======= =========== ===========
</TABLE>
The amortized cost and estimated market value of investment securities
available for sale at March 31, 2000 and December 31, 1999 are presented below:
<TABLE>
<CAPTION>
March 31, 2000
----------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 7,754,582 $ -- $ 277,630 $ 7,476,952
States and political subdivisions 6,930,304 29,126 187,740 6,771,690
Mortgage-backed securities 1,552,291 791 75,547 1,477,535
----------- ------- ----------- -----------
$16,237,177 $29,917 $ 540,917 $15,726,177
=========== ======= =========== ===========
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
December 31, 1999
----------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 7,806,262 $ -- $ 248,432 $ 7,557,830
States and political subdivisions 6,929,169 39,690 226,861 6,741,998
Mortgage-backed securities 1,643,210 1,135 22,532 1,621,813
----------- ------- ----------- -----------
$16,378,641 $40,825 $ 497,825 $15,921,641
=========== ======= =========== ===========
</TABLE>
Other investments consist of stock in the Independent Bankers Bank of Florida
and the Federal Home Loan Bank of Atlanta.
NOTE 5 - EARNINGS PER SHARE AND COMMON STOCK
Basic earnings per share have been computed based on the weighted average
number of common equivalent shares outstanding during the period. Stock options
are considered to be common stock equivalents for purposes of calculating
diluted earnings per share.
The reconciliation of basic earnings per share to diluted earnings per share is
as follows:
<TABLE>
<CAPTION>
Net Earnings Common Shares Per Share Amount
------------ ------------- ----------------
<S> <C> <C> <C>
For the three months ended March 31, 2000:
Basic earnings per common share $1,049,911 4,392,086 $ .24
Effect of dilutive stock options -- 133,445 (.01)
---------- --------- -----
Diluted earnings per common share $1,049,911 4,525,531 $ .23
========== ========= =====
For the three months ended March 31, 1999:
Basic earnings per common share $ 931,839 4,374,062 $ .21
Effect of dilutive stock options -- 170,220 (.00)
---------- --------- -----
Diluted earnings per common share $ 931,839 4,544,282 $ .21
========== ========= =====
</TABLE>
NOTE 6 - STOCK BASED COMPENSATION
Under the Bank's 1994 Incentive Stock Option and Nonstatutory Stock Option Plan
("the Plan"), the Company may grant stock options to persons who are now or who
during the term of the Plan become directors, officers, or key executives as
defined by the Plan. Stock options granted under the Plan may either be
incentive stock options or nonqualified stock options for federal income tax
purposes. The Company's Board of Directors may grant nonqualified stock options
to any director, and incentive stock options or nonqualified stock options to
any officer, key executive, administrative, or other employee including an
employee who is a director of the Company. Subject to the provisions of the
Plan, the maximum number of shares of Company common stock that may be optioned
or sold is 978,000 shares. Such shares may be treasury, or authorized but
unissued, shares of common stock of the Company. In no event shall the number
of options outstanding at any time exceed twenty percent of the Company's
currently outstanding common stock.
Total options granted, exercised, and expired during the three months ended
March 31, 2000 were 0, 4,000 and 12,600, respectively. As of March 31, 2000,
575,810 options for shares were outstanding.
NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS
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.
Historically, the Company has not entered into derivatives 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
9
<PAGE> 11
$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 nongovernmental entities and
requires that costs of start-up activities and organization costs be expensed
as incurred. Prior to 1999, the Company capitalized organization costs and
amortized them to expense over a five-year period. The Company recorded a
charge net of tax of $47,047 in 1999 as the cumulative effect of this
accounting change.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion addresses the factors that have affected the financial
condition and results of operations of TIB Financial Corporation (the
"Company") as reflected in the unaudited consolidated statement of condition as
of March 31, 2000, and statement of income for the three months ended March 31,
2000.
The Company's net income of $1,049,911 for the first quarter of 2000 was a
12.7% increase compared to $931,839 for the same period last year. The increase
in net income is attributed to an increase of $325,103, or 8.0%, in net
interest income; an increase of $189,022, or 10.8%, in other income; a decrease
of $45,000 in the provision for loan losses; a decrease of $47,047 for the
cumulative effect of the change in accounting principle related to deferred
organization costs recorded in 1999; offset by an increase in other expense of
$420,000, or 10.3%; and an increase in income tax expense of $68,100 or 12.2%.
Basic and diluted earnings per share for the first quarter of 2000 were $0.24
and $0.23 respectively as compared to $0.21 and $0.21 per share in the previous
year's quarter. Book value per share increased to $6.56 at March 31, 2000 from
$6.44 at December 31, 1999. The Company paid a quarterly dividend of $0.105 per
share in the first quarter of 2000 as compared to $0.1025 in the first quarter
of 1999.
Performance of banks is often measured by various ratio analyses. Two widely
recognized indicators are return on average equity and return on average
assets. Annualized return on average equity for the three months ended March
31, 2000 was 14.7% on average equity of $28,662,000, compared to 14.0% on
average equity of $26,690,000 for the same period in 1999. Annualized return on
average assets of $392,236,000 for the three months ended March 31, 2000 was
1.08%, compared to 0.98% on average assets of $380,775,000 for the same period
in 1999.
Net interest income is one measurement of how management has balanced the
Company's interest rate sensitive assets and liabilities. The Company's net
interest income is its principal source of income. Interest earning assets for
the Company include loans, federal funds sold, and investment securities. The
Company's interest-bearing liabilities include its deposits, federal funds
purchased, and other short-term borrowings. Net interest income increased 8.0%
to $4.4 million, in the three months ended March 31, 2000 as compared to the
same period last year primarily as a result of a higher level of earning
assets. The first quarter growth reflects both the normal seasonal inflow of
deposits combined with the effects of the Company's continuing policy of
competitive pricing of loans and deposits. Interest from loans increased to
$6.5 million for the first three months of 2000 compared to $5.4 million for
the comparable period last year. The Company's net interest margin increased to
4.97% in the first three months of 2000 compared to 4.71% in the first three
months of 1999. Despite margins being under pressure on both the asset yield
and deposit cost sides, this increase in margins results from the increase in
loan outstandings relative to other lower yielding assets.
Provision for loan losses decreased to $135,000 from $180,000 for the first
three months of 2000 compared to the first three months of 1999. Gross charged
off loans for the first three months were $7,353 with recoveries of $0,
resulting in an annualized net charge-off rate of 0.01% of total loans. This
compares to net charge offs during the same period last year of $31,933. At
March 31, 2000, the Company had aggregate non-accrual loans of $70,800 compared
to $69,701 at December 31, 1999. Loans past due 90 days or more and still
accruing totaled $2,002,176 and $1,993,343 at March 31, 2000 and December 31,
1999, respectively. These amounts are entirely attributable to the nonguarnteed
portion of one individual loan to construct a lumber mill near Pensacola,
Florida. The loan was partially guaranteed as to principal and interest by the
U.S. Department of Agriculture (USDA). In addition to business real estate and
equipment, the loan is collateralized by the business owner's interest in a
trust. Under provisions of the trust agreement, beneficiaries cannot receive
trust assets until November 2010. Management believes the value of all assets
pledged as collateral for this loan substantially exceeds the
10
<PAGE> 12
unpaid amount. The loan is in the process of foreclosure, and no loss is
anticipated. The ratio of non-performing loans (including loans 90 days or more
past due and still accruing) to total outstanding loans was 0.70% at March 31,
2000 compared to 0.71% at December 31, 1999.
Other income increased $189,022 to $1,931,501 for the three month period ended
March 31, 2000 from $1,742,479 in the comparable period last year. The increase
in non interest income is attributable to an increase of $264,442 in merchant
bankcard processing income; a $15,693 increase in service charges on deposit
accounts; a $7,607 increase in retail investment services; a $34,930 increase
in equity in income (loss), net of goodwill amortization, from the investment
in ERAS JV; a $20,478 increase in other income; offset by a decrease of
$103,894 in gains on sale of government guaranteed loans; and a $50,234
decrease in fees on mortgage loans sold at origination. Government loan fees
result from a relatively small number of significant transactions. The timing
of the closing of these transactions will not generally be evenly distributed
during the year and, therefore, the revenue recognition from these transactions
can vary considerably from quarter to quarter.
Other expense increased $420,000 or 10.3% to $4,514,918, in the first three
months of 2000 as compared to the prior year period. The major areas of
increased expenses relate to interchange fees for processing merchant bankcard
transactions and computer services. Bankcard costs are volume driven and are
more than offset by higher revenues reported in Other Income. Specifically,
fees for processing these type of transactions increased to $801,625 for the
first quarter of 2000 from $608,328 during the first quarter of 1999 for an
increase of $193,297. The increase of $25,886 in computer services reflects the
costs associated with the larger number and activity in account relationships,
and the Company's newly introduced internet banking product.
Effective January 1, 1999, the Company changed its method of accounting for
organization costs in order to expense these costs in the period incurred.
Prior to 1999, the Company capitalized organization costs and amortized them to
expense over a five-year period. This change in accounting method was made in
order for the Company to be in compliance with AICPA Statement of Position 98-5
(SOP 98-5), which requires that the costs of start-up activities, including
organization costs, be expensed as incurred. SOP 98-5 is effective for fiscal
years beginning after December 15, 1998. The Company recorded a charge net of
tax of $47,047, or $0.01 per share, in the first quarter of 1999 as the
cumulative effect of this accounting change.
Total assets at March 31, 2000 were $403,230,570, up from total assets of
$392,129,331 at December 31, 1999. Loans net of deferred loan fees increased
$6,384,553 for the first three months of 2000 from year end 1999. Also, in the
same period, federal funds sold increased $7,134,000, and investment securities
decreased $191,178.
At March 31, 2000, the Company had $1,276,384 in short-term borrowings compared
to $11,712,056 at December 31, 1999. Short-term borrowings at March 31, 2000
include $583,149 in securities sold under agreements to repurchase and $693,235
in Treasury tax deposits. This decrease in short-term borrowings reflects the
repayment of a $10 million loan from the Federal Home Loan Bank that was
outstanding at December 31, 1999.
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 March 31, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
Well Adequately
Capitalized Capitalized March 31, 2000 December 31, 1999
Requirement Requirement Actual Actual
- ------------------------------------------- ----------- ----------- -------------- -----------------
<S> <C> <C> <C> <C>
Tier 1 Capital (to Average Assets)
Consolidated =>5% 3% 7.1% 7.3%
Bank =>5% 3% 6.8% 7.1%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated =>6% 4% 9.5% 9.4%
Bank =>6% 4% 9.1% 9.2%
Total Capital (to Risk Weighted Assets)
Consolidated =>10% 8% 10.6% 10.4%
Bank =>10% 8% 10.1% 10.2%
</TABLE>
11
<PAGE> 13
Management believes, as of March 31, 2000, 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.
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 $56.3 million at March 31,
2000. Any advances are secured by the Bank's one-to-four family residential
mortgage loans. In 1999, a $10 million advance was made, which matured on
January 24, 2000.
The Bank has unsecured lines of credit for federal funds purchased from other
banks totaling $7,500,000. Securities sold under agreements to repurchase
(wholesale) represent a wholesale agreement with a correspondent bank which is
collateralized by a U.S. Treasury note. The Bank also has several securities
sold under repurchase agreements (retail) with commercial account holders
whereby the Bank sweeps the customer's accounts on a daily basis and pays
interest on these amounts. These agreements are collateralized by investment
securities chosen by the Bank.
SEGMENT REPORTING
TIB Financial Corp. has three reportable segments: community banking, merchant
bankcard processing, and government guaranteed loan sales and servicing. The
community banking segment's business is to attract deposits from the public and
to use such deposits to make real estate, business and consumer loans in its
primary service area. The merchant bankcard processing segment processes credit
card transactions for local merchants. The government guaranteed loan segment
originates and sells the government guaranteed portion of loans that qualify
for government guaranteed loan programs, such as those offered by the Small
Business Administration and the U.S. Department of Agricultural Rural
Development Business and Industry Program. The results of the Company's
segments are as follows:
<TABLE>
<CAPTION>
Government
Merchant Guaranteed
Community Bankcard Loans Sales All
Three months ended March 31, 2000 Banking Processing and Servicing Other Totals
- ----------------------------------------------- ------------ ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Interest income $ 7,500,901 $ -- $ -- $ -- $ 7,500,901
Interest expense 3,108,173 -- -- -- 3,108,173
------------ ---------- -------- ---------- ------------
Net interest income 4,392,728 -- -- -- 4,392,728
Other income 601,031 1,094,283 135,135 68,519 1,898,968
Equity in income, net of goodwill amortization,
from investment in ERAS JV
-- -- -- 32,533 32,533
Depreciation and amortization 288,098 13,485 3,914 912 306,409
Other expense 3,331,917 878,245 54,284 79,063 4,343,509
------------ ---------- -------- ---------- ------------
Pretax segment profit $ 1,373,744 $ 202,553 $ 76,937 $ 21,077 $ 1,674,311
============ ========== ======== ========== ============
Segment assets $401,883,990 $ 118,330 $215,862 $1,012,388 $403,230,570
============ ========== ======== ========== ============
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
Government
Merchant Guaranteed
Community Bankcard Loans Sales All
Three months ended March 31, 1999 Banking Processing and Servicing Other Totals
- ----------------------------------------------- ------------ ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Interest income $ 6,754,146 $ -- $ -- $ -- $ 6,754,146
Interest expense 2,686,521 -- -- -- 2,686,521
------------ ---------- -------- ---------- ------------
Net interest income 4,067,625 -- -- -- 4,067,625
Other income 717,782 829,841 136,341 60,912 1,744,876
Equity in income (loss), net of goodwill
amortization, from investment in ERAS JV
-- -- -- (2,397) (2,397)
Depreciation and amortization 266,397 13,356 3,554 563 283,870
Other expense 3,160,537 673,492 95,287 61,732 3,991,048
------------ ---------- -------- ---------- ------------
Pretax segment profit (excluding effect of change
in accounting principle) $ 1,358,473 $ 142,993 $ 37,500 $ (3,780) $ 1,535,186
============ ========== ======== ========== ============
Segment assets $393,153,214 $ 112,169 $240,608 $ 794,599 $394,300,590
============ ========== ======== ========== ============
</TABLE>
Revenues are almost exclusively derived from customers within the United
States. The Company does not have a single customer that accounts for five
percent or more of the Company's revenue.
13
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule (SEC use only)
(b) Exhibit 99.1 - Report of Independent Certified Public
Accountants
(c) No reports on Form 8-K were filed during the quarter ended
March 31, 2000.
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: May 12, 2000 Edward V. Lett
President and Chief Executive Officer
/s/ David P. Johnson
-------------------------------------
David P. Johnson
Senior Vice President and
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF TIB FINANCIAL CORP. FOR THE THREE MONTHS ENDED MARCH 31,
2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 15,988,564
<INT-BEARING-DEPOSITS> 25,107
<FED-FUNDS-SOLD> 9,792,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 15,726,177
<INVESTMENTS-CARRYING> 44,445,122
<INVESTMENTS-MARKET> 42,379,854
<LOANS> 296,265,274
<ALLOWANCE> 3,124,179
<TOTAL-ASSETS> 403,230,570
<DEPOSITS> 368,106,757
<SHORT-TERM> 1,276,384
<LIABILITIES-OTHER> 5,009,627
<LONG-TERM> 0
0
0
<COMMON> 449,414
<OTHER-SE> 26,388,388
<TOTAL-LIABILITIES-AND-EQUITY> 403,230,570
<INTEREST-LOAN> 6,504,103
<INTEREST-INVEST> 904,521
<INTEREST-OTHER> 92,277
<INTEREST-TOTAL> 7,500,901
<INTEREST-DEPOSIT> 3,038,118
<INTEREST-EXPENSE> 3,108,173
<INTEREST-INCOME-NET> 4,392,728
<LOAN-LOSSES> 135,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,514,918
<INCOME-PRETAX> 1,674,311
<INCOME-PRE-EXTRAORDINARY> 1,049,911
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,049,911
<EPS-BASIC> .24
<EPS-DILUTED> .23
<YIELD-ACTUAL> 4.97
<LOANS-NON> 70,800
<LOANS-PAST> 2,002,176
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,996,532
<CHARGE-OFFS> 7,353
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 3,124,179
<ALLOWANCE-DOMESTIC> 3,124,179
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<PAGE> 1
EXHIBIT 99 - REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TIB FINANCIAL CORP.
To the Audit Committee of the
Board of Directors of
TIB Financial Corp.
We have reviewed the accompanying consolidated financial statements of TIB
Financial Corp. and subsidiaries as of March 31, 2000, and for the three-month
period then ended. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
/s/ BDO Seidman, LLP
Atlanta, Georgia
May 10, 2000
