U.S. SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

TIB FINANCIAL CORP.

(239) 263-3344
(Registrant’s telephone number)

Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act: Common stock, par value $0.10

Check whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] or No [  ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K contained in this form, and will not be contained, to the best of issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the issuer is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [  ] or No [X]

The aggregate market value of the voting stock held by non-affiliates of the registrant at March 19, 2004 was $82,045,601 based on $22.97 per share as of March 19, 2004.

The number of shares outstanding of issuer’s class of common stock at March 19, 2004 was 4,489,064 shares of common stock.

Documents Incorporated By Reference: Portions of the Proxy Statement for the 2004 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the Registrant’s 2003 fiscal year end are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

     Certain of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and as such may involve known and unknown risk, uncertainties and other factors which may cause the actual results, performance or achievements of TIB Financial Corp. (the “Company”) to be materially different from future results described in such forward-looking statements. Actual results may differ materially from the results anticipated in these forward looking statements due to a variety of factors, including, without limitation: the effects of future economic conditions; governmental monetary and fiscal policies, as well as legislative and regulatory changes; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, and interest rate risks; the effects of competition from other commercial banks, thrifts, consumer finance companies, and other financial institutions operating in the Company’s market area and elsewhere. All forward looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements. The Company disclaims any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

     As used in this document, the terms “we,” “us,” “our,” “TIB Financial,” and “Company” mean TIB Financial Corp. and its subsidiaries (unless the context indicates another meaning), and the term “Bank” and "TIB Bank" means TIB Bank of the Keys and its subsidiaries (unless the context indicates another meaning).

ITEM 1.       BUSINESS

General

     We are a financial holding company whose business is conducted primarily through our wholly-owned subsidiary, TIB Bank. TIB Bank, which was formed in 1974, serves the Southern Florida market, principally Monroe, Collier, Lee, and South Miami-Dade Counties, Florida. TIB Bank is headquartered in Key Largo, Florida. We operate 14 banking offices and 17 ATMs throughout this area. At December 31, 2003, we had approximately $669.3 million in total assets, $553.8 million in total deposits, $538.6 million in total loans and shareholders’ equity of $41.2 million. TIB Bank’s deposits are insured by the Federal Deposit Insurance Corporation, up to applicable limits.

     Through our subsidiaries, we offer a wide range of commercial and retail banking and financial services to businesses and individuals. Our account services include checking, interest-bearing checking, money market, savings, certificates of deposit and individual retirement accounts. We offer all types of commercial loans to include: owner-occupied commercial real estate; acquisition, development and construction; income-producing properties; short-term working capital; inventory and receivable facilities; and equipment loans. We also offer a full complement of consumer loan products to include residential real estate, installment loans, home equity, home equity lines, and indirect auto dealer loans. Our lending focus is predominantly on small to medium-sized business and consumer borrowers. Most importantly, we provide our customers with access to local TIB Bank officers who are empowered to act with flexibility to meet customers’ needs in an effort to foster and develop long-term loan and deposit relationships.

     TIB Bank also engages in the origination and sale of the government guaranteed portion of loans, such as those offered by the Small Business Administration and the U.S. Department of Agriculture’s Rural Development Business and Industry Program. TIB Bank also engages through a wholly owned subsidiary, TIB Investment Center, Inc., in the retail sale of non-deposit investment products, such as variable and fixed rate annuities, mutual funds, equities, and other products.

     We are subject to examination and regulation by the Board of Governors of the Federal Reserve System, the Florida Office of Financial Regulation, and the Federal Deposit Insurance Corporation (FDIC). This regulation is intended for the protection of our depositors, not our shareholders.

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     In October 2000, we purchased Keys Insurance Agency of Monroe County, Inc. Keys Insurance Agency, Inc. (the new name subsequent to the purchase) had three offices in the Florida Keys and one office in Naples and brokered a full line of commercial and residential hazard insurance coverage as well as life and health insurance and annuities. In August 2003, we sold the assets of Keys Insurance Agency, Inc., and exited this line of business. In 2004, we also eliminated TIB Government Loan Specialists, Inc. as a subsidiary, but continue to conduct its government-guaranteed loan program through TIB Bank.

Business Strategy

     Our business strategy is to operate as a profitable, diversified financial services company providing a variety of banking and other financial services, with an emphasis on consumer and residential mortgage lending and commercial business loans to small and medium sized businesses. As a result of the consolidation of small and medium sized financial institutions, we believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to small and middle-market commercial and retail customers. We emphasize comprehensive retail and small business products and responsive, decentralized decision-making which reflects our knowledge of our local markets and customers.

     To continue asset growth and profitability, our marketing strategy is targeted to:

	•		Provide customers with access to our local executives who make key credit and account decisions;
	•		Pursue commercial lending opportunities with small to mid-sized businesses which we believe are underserved by our larger competitors;
	•		Continue originating indirect auto dealer loans to enhance margins, effectively utilizing our funding sources;
	•		Cross-sell our products and services to our existing customers to leverage our relationships and enhance profitability; and
	•		Adhere to safe and sound credit standards to maintain the continued quality of assets as we implement our growth strategy.

Banking services

     Commercial Banking. TIB Bank focuses its commercial loan originations on small and midsized business (generally up to $5 million in annual sales) and such loans are usually accompanied by significant related deposits. Commercial underwriting is driven by cash flow analysis supported by collateral analysis and review. Commercial loan products include commercial real estate construction and term loans; working capital loans and lines of credit; demand, term and time loans; and equipment, inventory and accounts receivable financing. TIB Bank offers a range of cash management services and deposit products to its commercial customers. Computerized banking is currently available to TIB Bank’s commercial customers.

     Retail Banking. TIB Bank’s retail banking activities emphasize consumer deposit and checking accounts. An extensive range of these services is offered by TIB Bank to meet the varied needs of its customers from young persons to senior citizens. In addition to traditional products and services, TIB Bank offers contemporary products and services, such as debit cards, mutual funds and annuities, Internet banking and electronic bill payment services. Consumer loan products offered by TIB Bank include home equity lines of credit, second mortgages, new and used auto loans, including indirect loans through auto dealers, new and used boat loans, overdraft protection, and unsecured personal credit lines.

     Mortgage Banking. TIB Bank’s mortgage banking business is structured to provide a source of fee income largely from the process of originating product for sale on the secondary market (primarily fixed rate loans), as well as the origination of primarily adjustable rate loans to be held in TIB Bank’s loan portfolio. Mortgage banking capabilities include conventional and nonconforming mortgage underwriting; and construction and permanent financing.

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Lending activities

     Loan Portfolio Composition. At December 31, 2003, TIB Bank’s loan portfolio totaled $538.6 million, representing approximately 80% of our total assets of $669.3 million. For a discussion of our loan portfolio, see “Management’s Discussion of Financial Condition and Results of Operation - Loan Portfolio.”

     The composition of TIB Bank’s loan portfolio at December 31, 2003 and 2002 is indicated below, along with the growth from the prior year.

     Our non-performing loans as a percentage of gross loans decreased from 0. 12% at December 31, 2002 to 0.07% at December 31, 2003.

     Commercial Real Estate Mortgage Loans. At December 31, 2003, TIB Bank’s commercial real estate loan portfolio totaled $297.2 million. The Bank also has $2.3 million in loans outstanding that are secured by farmland. TIB Bank originates mortgage loans secured by commercial real estate. Such loans are primarily secured by hotels, guesthouses, restaurants, retail buildings, and general purpose business space. Although terms may vary, TIB Bank’s commercial mortgages generally are long term in nature, owner-occupied, and variable-rate loans. TIB Bank seeks to reduce the risks associated with commercial mortgage lending by generally lending in its market area and obtaining periodic financial statements and tax returns from borrowers. It is also TIB Bank’s general policy to obtain personal guarantees from the principals of the borrowers and assignments of all leases related to the collateral. In conjunction with above, TIB Bank also engages in the origination and sale of the government guaranteed portions of loans such as those offered by the Small Business Administration and the U.S. Department of Agriculture Rural Development Business and Industry Program. TIB Bank is designated as a preferred lender by the SBA.

     Commercial Loans. At December 31, 2003, TIB Bank’s commercial loan portfolio totaled $63.6 million. TIB Bank originates secured and unsecured loans for business purposes. Loans are made for acquisition, expansion, and working capital purposes and may be secured by real estate, accounts receivable, inventory, equipment or other assets. The financial condition and cash flow of commercial borrowers are closely monitored by the submission of corporate financial statements, personal financial statements and income tax returns. The frequency of submissions of required financial information depends on the size and complexity of the credit and the collateral that secures the loan. It is TIB Bank’s general policy to obtain personal guarantees from the principals of the commercial loan borrowers.

     Construction Loans. At December 31, 2003, TIB Bank’s construction loan portfolio totaled $32.1 million. TIB Bank provides interim real estate acquisition development and construction loans to builders, developers, and persons who will ultimately occupy the building. Real estate development and construction loans to provide interim financing on

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the property are based on acceptable percentages of the appraised value of the property securing the loan in each case. Real estate development and construction loan funds are disbursed periodically at pre-specified stages of completion. Interest rates on these loans are generally adjustable. TIB Bank carefully monitors these loans with on-site inspections and control of disbursements.

     Development and construction loans are secured by the properties under development or construction and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely in the value of the underlying property, TIB Bank considers the financial condition and reputation of the borrower and any guarantors, the amount of the borrowers equity in the project, independent appraisals, costs estimates and pre-construction sale information.

     Loans to individuals for the construction of their primary or secondary residences are secured by the property under construction. The loan to value ratio of construction loans is based on the lesser of the cost to construct or the appraised value of the completed home. Construction loans have a maturity of 12 months. These construction loans to individuals may be converted to permanent loans upon completion of construction.

     Residential Real Estate Mortgage Loans. At December 31, 2003, TIB Bank’s residential loan portfolio totaled $60.1 million. TIB Bank originates adjustable and fixed-rate residential mortgage loans. Such mortgage loans are generally originated under terms, conditions and documentation acceptable to the secondary mortgage market. TIB Bank will place some of these, primarily adjustable rate, loans into its portfolio, although the substantial majority are sold to investors.

     Indirect Auto Dealer Loans. At December 31, 2003, TIB Bank’s indirect auto dealer loans portfolio totaled $59.4 million. The Bank buys loans that have been originated by automobile dealerships, This is commonly referred to as indirect lending, We predominately buy loans from auto dealers in southwest Florida and they are for the purchase of new or late model used cars. We serve customers over a broad range of creditworthiness and the required terms and rates are reflective of those risk profiles.

     The balance of outstanding indirect loans grew quickly in 2003 since it was still a relatively new product for us and, therefore, the payoffs and paydowns were not significant. This allowed the majority of the new production to remain as outstanding balances. Since the expected life of these loans is approximately two years, the level of outstanding indirect loans is expected to level off as this program matures. We therefore expect that indirect loans will not exceed 25% of total loans outstanding.

     We anticipate being able to deliver strong results while maintaining credit quality in our indirect lending operations due to a combination of factors including:

	•		Business with a limited number of dealers - The dealerships we do business with are characterized by being very sound financially and trade predominately in vehicles which retain market value reasonably well over time. We continually monitor dealers for compliance with our lending guidelines. We endeavor to be one of the main buyers of loans from every dealer we do business with which allows us to have a cooperative relationship with that dealer.
	•		Thorough underwriting of applicants - We evaluate credit scores and other pertinent information such as the stability of the applicant’s job, home ownership, and the nature of any credit issues which may give us a better indication of creditworthiness than just the credit score.
	•		Effective collections - We get to customers quickly and more often as payment issues arise. We begin contacting the customer once their payment is 10 days past due. After an account is 15 days past due, it is referred to a collection company for resolution including field contacts as necessary.
	•		Sale of repossessed automobiles at retail price - We sell most of the repossessed automobiles we acquire on a retail less commission basis instead of wholesale through auctions. We are able to do this because we have an established relationship with a dealer who sells the automobiles for us. This has

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helped reduce our loss per vehicle.

     Other Consumer Loans and Home Equity Loans. At December 31, 2003, TIB Bank’s consumer loan portfolio totaled $11.2 million, and its home equity portfolio totaled $12.6 million. TIB Bank offers a variety of consumer loans. These loans are typically secured by residential real estate or personal property, including automobiles and boats. Home equity loans (closed-end and lines of credit) are typically made up to 85% of the appraised value of the property securing the loan, in each case, less the amount of any existing liens on the property. Closed-end loans have terms of up to 15 years. Lines of credit have an original maturity of 10 years. The interest rates on closed-end home equity loans are fixed, while interest rates on home equity lines of credit are variable.

Credit administration

     TIB Bank’s lending activities are subject to written policies approved by the board of directors to ensure proper management of credit risk. Loans are subject to a defined credit process that includes credit evaluation of borrowers, risk-rating of credits, establishment of lending limits and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances, as well as procedures for on-going identification and management of credit deterioration. Regular portfolio reviews are performed to identify potential underperforming credits, estimate loss exposure, and to ascertain compliance with TIB Bank’s policies. Management review consists of evaluation of the financial strengths of the borrower and the guarantor, the related collateral and the effects of economic conditions.

     TIB Bank generally does not make commercial or consumer loans outside its market area unless the borrower has an established relationship with TIB Bank and conducts its principal business operations within TIB Bank’s market area. Consequently, TIB Bank and its borrowers are affected by the economic conditions prevailing in its market area.

Merchant Bankcard Processing

     The Bank processes credit card transactions for merchants primarily in the Florida Keys. As a vacation destination, merchants in the Florida Keys typically generate a high volume of credit card transactions. The Bank competes for merchant bankcard processing business primarily on the basis of customer service. In the typical merchant bankcard transaction, the Bank pays the merchant the amount of the charge less a negotiated fee which is reflected as merchant bankcard processing income in our financial statements. In order to obtain payment of the charge from the issuing bank or its processor, the Bank must pay interchange fees, which are deducted from the payment and reflected as a part of merchant bankcard processing expenses. As a merchant bankcard processor, the Bank bears the risk of loss if a credit card customer disputes a charge and the Bank cannot recover from the merchant.

Investment and insurance activities

     TIB Bank engages through a wholly owned subsidiary, TIB Investment Center, Inc., in the retail sale of nondeposit investment products such as variable and fixed rate annuities, mutual funds and other products. TIB Bank has entered into an agreement with Raymond James Financial Services, Inc., a thirdparty provider which audits and provides support services to make sure we comply with all NASD regulations as they pertain to Bank investment programs.

Employees

     As of December 31, 2003, the Bank employed 261 full-time employees and 15 part-time employees. Except for certain officers of the Bank who presently serve as officers of the Company, the Company does not have any employees. The Company and its subsidiaries are not a party to any collective bargaining agreement, and management believes the Company and its subsidiaries enjoy satisfactory relations with its employees.

Related Party Transactions

     At December 31, 2003, we had $538.6 million in total loans outstanding, of which $2.0 million was

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outstanding to certain of our executive officers, directors, and security holders who own more than 10% of our voting securities, and their related business interests. In the ordinary course of business, TIB Bank makes loans to our directors and their affiliates and to policy-making officers, all of which are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions and do not involve more than the normal risk of collectibility.

SUPERVISION AND REGULATION

General

     We are extensively regulated under federal and state law. Generally, these laws and regulations are intended to protect depositors, not shareholders. The following is a summary description of certain provisions of certain laws that affect the regulation of bank holding companies and banks. The discussion is qualified in its entirety by reference to applicable laws and regulations. Changes in such laws and regulations may have a material effect on our business and prospects, as well as those of TIB Bank.

Federal Bank Holding Company Regulation and Structure

     We are a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, and, as such, we are subject to regulation, supervision, and examination by the Federal Reserve. We are required to file annual and quarterly reports with the Federal Reserve and to provide the Federal Reserve with such additional information as it may require. The Federal Reserve may examine us and our subsidiaries.

     With certain limited exceptions, we are required to obtain prior approval from the Federal Reserve before acquiring direct or indirect ownership or control of more than 5% of any voting securities or substantially all of the assets of a bank or bank holding company, or before merging or consolidating with another bank holding company. In acting on applications for such approval, the Federal Reserve must consider various statutory factors, including among others, the effect of the proposed transaction on competition in the relevant geographical and product markets, each party’s financial condition and management resources and record of performance under the CRA. Additionally, with certain exceptions any person proposing to acquire control through direct or indirect ownership of 25% or more of any of our voting securities is required to give 60 days’ written notice of the acquisition to the Federal Reserve, which may prohibit the transaction, and to publish notice to the public.

     Generally, a bank holding company may not engage in any activities other than banking, managing or controlling its bank and other authorized subsidiaries, and providing services to these subsidiaries. With prior approval of the Federal Reserve, we may acquire more than 5% of the assets or outstanding shares of a company engaging in nonbank activities determined by the Federal Reserve to be closely related to the business of banking or of managing or controlling banks. Recent changes in law have significantly increased the right of an eligible bank holding company, called a “financial holding company,” to engage in a full range of financial activities, including insurance and securities activities, as well as merchant banking and other financial services. We are a financial holding company and thus have expanded financial affiliation opportunities as long as TIB Bank remains a well-capitalized bank under the standards discussed below, and also meets certain other requirements. As of December 31, 2003, TIB Bank met these requirements for our continued qualification as a financial holding company.

     Subsidiary banks of a bank holding company are subject to certain quantitative and qualitative restrictions on extensions of credit to the bank holding company or its subsidiaries, investments in their securities, and the use of their securities as collateral for loans to any borrower. These regulations and restrictions may limit our ability to obtain funds from TIB Bank for our cash needs, including funds for the payment of dividends, interest and operating expenses. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. For example, TIB Bank may not generally require a customer to obtain other services from itself or us, and may not require that a customer promise not to obtain other services from a competitor as a condition to and extension of credit to the customer. The Federal

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Reserve has ended the anti-tying rules for bank holding companies and their non-banking subsidiaries. Such rules were retained for banks.

     Under Federal Reserve policy, a bank holding company is expected to act as a source of financial strength to its subsidiary banks and to make capital injections into a troubled subsidiary bank, and the Federal Reserve may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank when required. A required capital injection may be called for at a time when the holding company does not have the resources to provide it. In addition, depository institutions insured by the FDIC can be held liable for any losses incurred by, or reasonably anticipated to be incurred by, the FDIC in connection with the default of, or assistance provided to, a commonly controlled FDIC-insured depository institution.

Federal and State Bank Regulation

     TIB Bank is a Florida state-chartered bank, with all the powers of a commercial bank regulated and examined by the Florida Office of Financial Regulation and the FDIC. The FDIC has extensive enforcement authority over the institutions it regulates to prohibit or correct activities that violate law, regulation or written agreement with the FDIC. Enforcement powers also regulate activities that are deemed to constitute unsafe or unsound practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the removal of or restrictions on directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions.

     In its lending activities, the maximum legal rate of interest, fees and charges that a financial institution may charge on a particular loan depends on a variety of factors such as the type of borrower, the purpose of the loan, the amount of the loan and the date the loan is made. Other laws tie the maximum amount that may be loaned to any one customer and its related interest to capital levels. TIB Bank is also subject to certain restrictions on extensions of credit to executive officers, directors, principal shareholders or any related interest of such persons which generally require that such credit extensions be made on substantially the same terms as are available to third persons dealing with TIB Bank and not involve more than the normal risk of repayment. TIB Bank is also subject to federal laws establishing certain record keeping, customer identification and reporting requirements with respect to certain large cash transactions, sales and travelers’ checks or other monetary instruments, and international transportation of cash or monetary instruments. Further, under the USA Patriot Act of 2001, financial institutions, including TIB Bank, are required to implement additional policies and procedures with respect to, or additional measures designed to address, any or all of the following matters, among others: money laundering, suspicious activities and currency transaction reporting, and currency crimes.

     The Community Reinvestment Act requires that, in connection with the examination of financial institutions within their jurisdictions, the FDIC evaluates the record of the financial institution in meeting the credit needs in its communities including low and moderate income neighborhoods, consistent with the safe and sound operation of those banks. These factors are also considered by all regulatory agencies in evaluating mergers, acquisitions and applications to open a branch or facility. As of the date of its most recent examination report, TIB Bank has a Community Reinvestment Act rating of “Satisfactory.”

     Under the Federal Deposit Insurance Corporation Improvement Act of 1991, each federal banking agency is required to prescribe, by regulation, noncapital safety and soundness standards for institutions under its authority. The federal banking agencies, including the FDIC, have adopted standards covering internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. An institution that fails to meet those standards may subject the institution to regulatory sanctions if required by the agency to develop a plan acceptable to the agency, specifying the steps that the institution will take to meet the standards. We, on behalf of TIB Bank, believe that we meet substantially all standards that have been adopted. This law also imposes capital standards on insured depository institutions. See “Capital Requirements” below.

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     The Federal Deposit Insurance Corporation Improvement Act of 1991 also provides for, among other things, (i) publicly available annual financial condition and management reports for financial institutions, including audits by independent accountants, (ii) the establishment of uniform accounting standards by federal banking agencies, (iii) the establishment of a “prompt corrective action” system of regulatory supervision and intervention, based on capitalization levels with more scrutiny and restrictions placed on depository institutions with lower levels of capital, (iv) additional grounds for the appointment of a conservator or receiver, and (v) restrictions or prohibitions on accepting brokered deposits, except for institutions which significantly exceed minimum capital requirements. FDICIA also provides for increased funding of the FDIC insurance funds and the implementation of risked-based premiums.

Deposit Insurance

     As a FDIC member institution, deposits of TIB Bank are currently insured to a maximum of $100,000 per category of ownership of depositor through the Bank Insurance Fund, which is administered by the FDIC.

Limits on Dividends and Other Payments

     Our current ability to pay dividends is largely dependent upon the receipt of dividends from TIB Bank. Both federal and state laws impose restrictions on the ability of TIB Bank to pay dividends. Federal law prohibits the payment of a dividend by an insured depository institution like TIB Bank if the depository institution is considered “undercapitalized” or if the payment of the dividend would make the institution “undercapitalized.” See “Capital Requirements” below. The Federal Reserve has issued a policy statement that provides that bank holding companies should pay dividends only out of the prior year’s net income, and then only if their prospective rate of earnings retention appears consistent with their capital needs, asset quality, and overall financial condition. For a Florida state-chartered bank, dividends may be paid out of so much of the bank’s aggregate net profits for the current year combined with its retained earnings for the preceding two years as the board deems appropriate. No dividends may be paid at a time when a bank’s net income from the preceding two years is a loss or which would cause the capital accounts of TIB Bank to fall below the minimum amount required by law. In addition to these specific restrictions, bank regulatory agencies also have the ability to prohibit proposed dividends by a financial institution that would otherwise be permitted under applicable regulations if the regulatory body determines that such distribution would constitute an unsafe or unsound practice.

Capital Requirements

     The Federal Reserve and FDIC have adopted certain risk-based capital guidelines to assist in the assessment of the capital adequacy of a banking organization’s operations for both transactions reported on the balance sheet as assets and transactions, such as letters of credit and recourse arrangement which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities to 100% for assets with relatively high credit risk, such as business loans.

     A banking organization’s risk-based capital ratio is obtained by dividing its qualifying capital by its total risk adjusted assets. The regulators measure risk-adjusted assets, which include off balance sheet items, against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. “Tier 1,” or core capital includes common equity, perpetual preferred stock (excluding auction rate issues), trust preferred securities (subject to certain limitations), and minority interest in equity accounts of consolidated subsidiaries (less goodwill and other intangibles), subject to certain exceptions. “Tier 2,” or supplementary capital, includes, among other things limited-life preferred stock, hybrid capital instruments, mandatory convertible securities and trust preferred securities, qualifying and subordinated debt, and the allowance for loan and lease losses, subject to certain limitations and less required deductions. The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking agencies.

     The federal banking agencies are required to take “prompt corrective action” with respect to depository institutions that do not meet minimum capital requirements. As a result, the federal bank regulatory authorities have adopted regulations setting forth a five tiered system for measuring the capital adequacy of the depository institutions

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that they supervise. Under these regulations, a depository institution is classified in one of the following capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” An institution may be deemed by the regulators to be in a capitalization category that is lower than is indicated by its actual capital position if, among other things, it receives an unsatisfactory examination rating with respect to asset quality, management, earnings or liquidity. As of December 31, 2003, both the Company and TIB Bank met the definition of a “well-capitalized” institution.

     A depository institution generally is prohibited from making any capital distribution (including payment of a cash dividend) or paying any management fees to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized depository institutions may be subject to a number of other requirements and restrictions including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and stop accepting deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator, generally within 90 days of the date such institution is determined to be critically undercapitalized.

     The federal banking agencies also have significantly expanded powers to take enforcement action against institutions that fail to comply with capital or other standards. Such action may include limitations on the right to pay dividends, the issuance by the applicable regulatory authority of a capital directive to increase capital and, in the case of depository institutions, the termination of deposit insurance by the FDIC. The circumstances under which the FDIC is permitted to provide financial assistance to an insured institution before appointment of a conservator or receiver also is limited under law. In addition, future changes in regulations or practices could further reduce the amount of capital recognized for purposes of capital adequacy. Such a change could affect the ability of TIB Bank to grow and could restrict the amount of profits, if any, available for the payment of dividends to us.

Interstate Banking Legislation

     The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (“Riegle-Neal”), subject to certain restrictions, allows adequately capitalized and managed bank holding companies to acquire existing banks across state lines, regardless of state statutes that would prohibit acquisitions by out-of-state institutions. Further, a bank holding company may consolidate interstate bank subsidiaries into branches and a bank may merge with an unaffiliated bank across state lines to the extent that the applicable states authorize such transactions. Florida has enacted a law which permits interstate branching through merger transactions under the federal interstate laws. Under the Florida law, with the prior approval of the Florida Office of Financial Regulation, a Florida bank may establish, maintain and operate one or more branches in a state other than the State of Florida pursuant to a merger transaction in which the Florida bank is the resulting bank. In addition, Florida law provides that one or more Florida banks may enter into a merger transaction with one or more out-of-state banks, and an out-of-state bank resulting from such transaction may maintain and operate branches of a Florida bank that participated in such merger.

Financial Services Modernization

     Enacted in 1999, the Graham-Leach-Bliley Act reforms and modernizes certain areas of financial services regulations and repeals the affiliation provisions of the federal Glass-Steagall Act of 1933, which, taken together, limited the securities, insurance and other non-banking activities of any company that controls a FDIC insured financial institution. The Act provides that a financial holding company may engage in a full range of financial activities, including insurance and securities sales and underwriting activities, real estate development, and, with certain exceptions, merchant banking activities, with new expedited notice procedures. The Act also permits certain qualified national banks to form “financial subsidiaries,” which have broad authority to engage in all financial activities except insurance underwriting, insurance investments, real estate investment or development, and merchant banking, and expands the potential financial activities of subsidiaries of state banks, subject to applicable state law. The range of activities in which bank holding companies and their subsidiaries may engage is not as broad, and the Act may increase the competition that we face. The law also includes substantive requirements for maintenance of customer financial privacy.

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Sarbanes-Oxley Act

     In 2002, the Sarbanes-Oxley Act was enacted which imposes a myriad of corporate governance and accounting measures designed so that shareholders have full and accurate information about the public companies in which they invest. All public companies are affected by the Act. Some of the principal provisions of the Act include:

	•		the creation of an independent accounting oversight board to oversee the audit of public companies and auditors who perform such audits;
	•		auditor independence provisions which restrict non-audit services that independent accountants may provide to their audit clients;
	•		additional corporate governance and responsibility measures which (a) require the chief executive officer and chief financial officer to certify financial statements and to forfeit salary and bonuses in certain situations, and (b) protect whistleblowers and informants;
	•		expansion of the authority and responsibilities of the company’s audit, nominating and compensation committees;
	•		mandatory disclosure by analysts of potential conflicts of interest; and
	•		enhanced penalties for fraud and other violations.

Other Legislative Considerations

     The United States Congress and the Florida Legislature periodically consider and may adopt legislation that results in additional deregulation, among other matters, of banks and other financial institutions. Such legislation could modify or eliminate current prohibitions with other financial institutions, including mutual funds, securities, brokerage firms, insurance companies, banks from other states, and investment banking firms. The effect of any such legislation on our business or that of TIB Bank cannot be accurately predicted. We cannot predict what legislation might be enacted or what other implementing regulations might be adopted, and if enacted or adopted, the effect on us.

Competition

     The banking business is highly competitive. Banks generally compete with other financial institutions through the banking products and services offered, the pricing of services, the level of service provided, the convenience and availability of services, and the degree of expertise and the personal manner in which services are offered. The Bank encounters strong competition from most of the financial institutions in the Bank’s primary service area. In the conduct of certain areas of its banking business, the Bank also competes with credit unions, consumer finance companies, insurance companies, money market mutual funds and other financial institutions, some of which are not subject to the same degree of regulation and restrictions imposed upon the Bank. Many of these competitors have substantially greater resources and lending limits than the Bank has and offer certain services, such as trust services, that the Bank does not provide presently. Management believes that personalized service and competitive pricing is a sustainable competitive advantage that will provide it with a method to compete effectively in our primary service area.

Monetary Policy

     Our earnings are affected by domestic and foreign economic conditions, particularly by the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve has an important impact on the operating results of banks and other financial institutions through its power to implement national monetary policy. The methods used by the Federal Reserve include setting the reserve requirements of banks, establishing the discount rate on bank borrowings and conducting open market transactions in United States Government securities.

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FDIC Insurance Assessments

     The FDIC insures the deposits of the Bank up to prescribed limits for each depositor. The amount of FDIC assessments paid by each Bank Insurance Fund (BIF) member institution is based on its relative risks of default as measured by regulatory capital ratios and other factors. Specifically, the assessment rate is based on the institution’s capitalization risk category and supervisory subgroup category. An institution’s capitalization risk category is based on the FDIC’s determination of whether the institution is well capitalized, adequately capitalized or less than adequately capitalized. An institution’s supervisory subgroup category is based on the FDIC’s assessment of the financial condition of the institution and the probability that FDIC intervention or other corrective action will be required. The FDIC may terminate insurance of deposits upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC.

Statistical Information

     Certain statistical information is found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

ITEM 2.       PROPERTIES

     The Company and the Bank’s executive offices are located at 99451 Overseas Highway, Key Largo, Monroe County, Florida. This is a two-story building owned by the Bank that contains approximately 13,275 square feet of finished space. The building is used for office space and the operation of a branch facility. In March 2004, we relocated the Company’s executive offices to 599 9^th Street North, Naples, Florida.

     The Bank’s other thirteen branches are located at 600 North Homestead Boulevard in Homestead, 777 North Krome Avenue in Homestead, 103330 Overseas Highway in Key Largo, 91980 Overseas Highway in Tavernier, 80900 Overseas Highway in Islamorada, 11401 Overseas Highway in Marathon Shores, 2348 Overseas Highway in Marathon, 30400 Overseas Highway in Big Pine Key, 330 Whitehead Street in Key West, 3618 N. Roosevelt Drive in Key West, 8100 Health Center Boulevard in Bonita Springs, 599 9th Street North in Naples, and 1720 J & C Boulevard – Suite 1 in Naples, Florida. The main office and branch properties are owned by the Bank, with the exception of the 8100 Health Center Boulevard and 1720 J & C Boulevard locations which are leased. The Bank owns the first floor of the building located at 599 9th Street North, but does not own the land.

     The Bank also owns four other properties. The Bank owns a one-story building containing approximately 5,000 square feet on a one-half acre lot located at 100210 Overseas Highway, Key Largo. This building is partly leased to an insurance agency (owned by the Company until August 2003) and the remainder of the building is used by the Bank as a training center and office space. The Bank owns a three-story building at 228 Atlantic Boulevard, Key Largo, Florida that is utilized by the Bank primarily for its loan operations and human resources departments. The Bank owns a building located at 28 N.E. 18^th Street in Homestead that is used for office space. In 2003, the Bank purchased a parcel of land located at 12195 Metro Parkway in Ft. Meyers, Florida, where it plans to construct a branch in 2004.

     The Bank leases office space at 9915 Tamiami Trail North – Suite 2 in Naples, and at 1119 US Highway 27 South in Sebring, Florida for the Bank’s residential lending operations. Office space is also leased at 5800 Overseas Highway Suite 41 in Marathon, Florida for its commercial lending department and at 630 Washington Avenue in Homestead, Florida for office space, including its customer service operations department.

     The Bank has entered into a lease for office and parking space at 3940 Prospect Avenue, in Naples, Florida. A branch will be constructed on this site and will open in 2004.

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ITEM 3.       LEGAL PROCEEDINGS

     While the Company and the Bank are from time to time parties to various legal proceedings arising in the ordinary course of their business, management believes after consultation with legal counsel that there are no proceedings threatened or pending against the Company or the Bank that will, individually or in the aggregate, have a material adverse effect on the consolidated results of operations or financial condition of the Company.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders during the Company’s fourth quarter of the fiscal year ended December 31, 2003.

PART II

ITEM 5.       MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES

     Our common stock trades on the NASDAQ National Market under the symbol “TIBB.” As of December 31, 2003, there were 400 registered shareholders of record and 4,431,328 shares of our common stock outstanding. The following table sets forth, for the periods indicated, the high and low sale prices per share for our common stock on the NASDAQ National Market:

     For the year ended December 31, 2003, we paid cash dividends to our shareholders in the amount of $.11 per share for the first three quarters and $.1125 per share for the last quarter ($.4425 in the aggregate). For the year ended December 31, 2002, we paid cash dividends to our shareholders in the amount of $.1075 per share for the first three quarters and $.11 per share for the last quarter ($.4325 in the aggregate). Our ability to continue to pay cash dividends to our shareholders is primarily dependent on the earnings of the Bank. Payment of dividends by the Bank to us is limited by dividend restrictions in capital requirements imposed by Bank regulators. Information regarding restrictions on the ability of the Bank to pay dividends to us is contained in Note 14 of the “Notes to Consolidated Financial Statements” contained in Item 8 hereof. In general, future dividend policy is subject to the discretion of the board of directors and will depend upon a number of factors, including the future earnings, capital requirements, regulatory constraints, and our financial condition as well as that of the Bank.

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ITEM 6.       SELECTED FINANCIAL DATA

     The selected consolidated financial data presented below as of and for the years ended December 31, 2003, 2002, 2001, 2000, and 1999 is unaudited and has been derived from our Consolidated Financial Statements and from our records. The information presented below should be read in conjunction with the Consolidated Financial Statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

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ITEM 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

     TIB Bank operates primarily as a real estate secured commercial lender, focusing on middle-market businesses in our Southern Florida markets. TIB Bank was formed in and has a substantial market presence in the Florida Keys. In recent years, the Bank has expanded into the adjacent Florida counties of Miami-Dade, Collier and Lee. The Bank funds its commercial lending activity by gathering retail and commercial deposits from our service area. Significant economic growth in the southern portion of Miami-Dade County and along the southwest coast of Florida (Naples, Bonita Springs, and Ft. Myers area) offers an opportunity for us to grow our core banking franchise in these contiguous markets.

     We are utilizing a de novo branching strategy of evaluating and selecting sites and building new bank branch locations to enter and grow in these new markets. We believe that due to the cost of acquiring existing facilities, de novo expansion is the most economical method for us to build market share in many of the areas where we seek to have a presence. While we expect to experience short-term earnings dilution as a result of the increased costs of developing and expanding our branch system, we believe the resulting growth will add significant value to our franchise. Although organic growth has been the method of choice to date, growth through acquisition would be considered if pricing, market and culture fit were advantageous to our growth and expansion plans.

Performance Overview

     We earned net income of $5,102,118 in 2003, representing a $366,846, or a 7.7% increase from the prior year. Net income for 2002 was $4,735,272, which was a 21.6% increase over 2001.

     Basic earnings per share for 2003 were $1.20 compared to $1.19 in 2002. Basic weighted-average common equivalent shares outstanding in 2003 were 4,257,224 compared to 3,992,775 in 2002. This increase in shares outstanding of 6.6% resulted from the exercise of stock options and the issuance of 280,653 shares in June 2003 in connection with a private placement that raised $4.3 million in new capital.

     Diluted earnings per share for 2003 were $1.15 compared to $1.14 in 2002. Diluted weighted-average common equivalent shares outstanding in 2003 were 4,435,861 compared to 4,144,855 in 2002.

     Net interest income in 2003 increased 18.0%, or $3.8 million, to $24.8 million from $21.0 million reported in 2002. Our interest margin increased from 4.39% in 2002 to 4.43% in 2003. Margins have been stable to slightly higher over the recent years due to a number of factors. First, a substantial portion of our commercial loans are at their interest rate floors. Second, we have increased the relative portion of loans to the total earning assets of the Bank. Finally, indirect auto lending has somewhat better yields than other loans generally. Going forward, our margins should remain fairly stable as an increasing percentage of indirect loans should offset slightly lower yields on other loans from competitive pressures.

     Non-interest income increased 15.4%, or $1.6 million, to $12.0 million in 2003 primarily due to continued strong growth in our fee income from the sale of residential loan originations and merchant bankcard processing income. The continuing favorable rate environment for residential mortgage lending contributed to another record year of residential loan production. Fees on sales of residential mortgage loans sold increased 39.0% to $2.2 million. This fee income should moderate in 2004 because of a slowdown in the refinance portion of residential lending due to an expected stable to slightly higher interest rate environment. Merchant bankcard processing income increased 12.9%, from $4.4 million in 2002 to $5.0 million in 2003. This was attributable to increased processing volumes over the prior year which was partially offset by a slight decline in the average discount rate. Merchant bankcard processing income should also moderate in 2004 due to it being a mature product for us, which is expected to grow at a growth rate similar to that of the organization.

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     Non-interest expenses increased 16.7%, or $3.9 million, to $27.6 million in 2003 primarily from the increased personnel and overhead expense required to support growth and increased regulatory requirements. This growth in non-interest expenses should moderate as a relatively constant level of growth in dollar terms will be a proportionately smaller percentage of the total business in the future.

     Total assets at December 31, 2003 were $669.3 million compared to $567.1 million at the previous year end, an increase of 18.0%. Asset growth was funded by an increase in deposits of 14.7%, or $71.1 million in 2003. Our total loans increased 21.9%, or $96.9 million, to $538.6 million at year end 2003 compared to $441.7 million at December 31, 2002. The largest dollar increase in loan type from year end 2002 to year end 2003 was in indirect auto dealer loans, which accounted for $42.6 million of the increase in total loans in 2003.

     During 2003, business activity in our primary markets reflected the national trends of economic expansion with limited increases in overall employment due to productivity gains and the desire to reduce excess capacity. In turn, the Federal Reserve elected to keep short-term interest rates at low levels throughout the year. Specifically, the target Federal Funds Rate began 2003 at 1.25% and remained there until June when it was decreased to 1.00%. The Prime lending rate continued its recent pattern of staying 300 basis points, 3%, above the Federal Funds Rate.

     The effect of the low interest rates is to contract our net interest margin in two ways. First, a low Prime rate directly affects yields on loans tied to that index and even loans not indexed to Prime are priced reflective of overall low asset yields. Second, deposit liabilities can only be priced down so far before the interest rate is too low to attract the volume of required funding. The net effect of this rate environment is a larger reduction in asset yields, generally, than the corresponding reduction in liability costs.

     We were able to mitigate the effect of the interest rate environment in 2003 for the following reasons. First, even though we are at low relative levels of interest rates, net interest margins have stabilized this year and we were able to decrease liability costs to a similar extent that asset yields contracted. Second, we have expanded a practice of requiring an interest rate floor on many new commercial loans. This tactic proved effective in slowing the average decline in loan yields. Finally, we continue to change our mix of assets to slightly increase the percentage of higher yielding loans.

     During 2003, the Bank significantly expanded its indirect automobile lending program, in an effort to generate higher relative yielding assets. As of December 31, 2003, we had approximately $59.4 million of indirect auto loans outstanding. Coupled with the appropriate safeguards, we believe this product continues to offer the Bank an opportunity to increase asset yields while not sacrificing our primary objective of maintaining strong asset quality.

     On November 25, 2002, we opened our Southwest Florida regional headquarters at 599 9th Street North in Naples, Florida. The cost of operating this facility for a full year is reflected in our 2003 results. The headquarters office is located in a new three-story office building near the central business area, in which we own the first floor. This investment was made as part of our de novo branching strategy targeting selected growth markets of Southern Florida. Our plan assumes that new branches will take about three years to break even, and that when the facility becomes profitable accumulated losses that were incurred from the opening will be less than the premium required to purchase a similar branch.

     In 2003, we sold the assets of Keys Insurance Agency and our remaining interest in ERAS JV, a software development and item processing company, in order to focus our attention and capital on growing our core banking franchise. As a result of the sale of the assets of Keys Insurance Agency, recorded goodwill was reduced by $2.0 million, resulting in a direct increase in regulatory capital.

Analysis of Financial Condition

     Our assets totaled $669.3 million at year end 2003 compared to $567.1 million at year end 2002, an increase of $102.1 million or 18.0%. The growth in assets was primarily a result of increased lending activity as the Bank invested funds provided by significant deposit growth.

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     Total loans increased $96.9 million or 21.9%, to $538.6 million at year end 2003. The growth in the loan portfolio was attributed to increases in indirect auto dealer loans of $42.6 million, commercial real estate and farmland loans of $34.0 million, construction loans of $17.2 million, commercial and agricultural loans of $14.4 million, and consumer loans of $1.9 million. These increases were offset by declines in home equity loans of $4.9 million and residential loans of $8.3 million.

     Total deposits increased $71.1 million or 14.7%, from $482.7 million at year end 2002 to $553.8 million at year end 2003. Non-interest-bearing deposits increased $16.5 million or 15.7%, while interest-bearing deposits increased $54.6 million or 14.5%.

     Borrowed funds, consisting of Federal Home Loan (FHLB) advances, short-term borrowings, notes payable, and subordinated debentures, totaled $67.3 million at year end 2003 compared to $42.8 million at year end 2002. The increase mainly consisted of FHLB advances that were used to fund loan growth.

     Shareholders’ equity increased $7.7 million or 23.1%, from $33.5 million at year end 2002 to $41.2 million at year end 2003. In June 2003, the Company completed a private placement offering of 280,653 shares of its common stock to individuals who qualified as “accredited investors” under the federal and state securities laws. Residents of Monroe County, Southwest Florida and Homestead/Florida City purchased shares, along with three members of the Company’s Board of Directors and one executive officer. The private offering raised approximately $4.3 million in capital at a purchase price of $15.64 per share which was priced at 95% of the average closing bid price for the shares during the five consecutive trading days ending on the fifth business day prior to the commencement of the offering. The shares of common stock in this offering were not registered under the Securities Act of 1933 (“1933 Act”), or any state securities laws pursuant to the private offering exemptions under Section 4(2) of the 1933 Act and other state securities laws. Certain restrictions exist on the common stock which may prohibit the resale or other transfer of the stock unless subsequently registered under the 1933 Act and other applicable state securities law, or pursuant to an exemption from applicable state and federal registration requirements.

     Book value per share increased to $9.31 at December 31, 2003 from $8.30 at December 31, 2002.

Results of Operations

NET INCOME

2003 compared with 2002:

     The Company’s net income of $5.1 million for year end 2003 was a $0.4 million or 7.7% increase compared to $4.7 million for year end 2002. Basic and diluted earnings per share for 2003 were $1.20 and $1.15, respectively, as compared to $1.19 and $1.14 per share in 2002.

     Net income from continuing operations was $5.0 million for year end 2003, compared to $4.6 million for year end 2002, an increase of $0.4 million or 8.0%. As discussed in Note 20 of the accompanying “Notes to Consolidated Financial Statements”, the Company closed the sale of the assets of its wholly owned subsidiary, Keys Insurance Agency, Inc., in the third quarter of 2003.

     Return on average assets was 0.82% and 0.89% for 2003 and 2002, while return on average shareholders’ equity was 13.56% and 15.21% over the same two years.

2002 compared with 2001:

     The Company’s net income of $4.7 million for year end 2002 was a $0.8 million or 21.6% increase compared to $3.9 million for year end 2001. Basic and diluted earnings per share for 2002 were $1.19 and $1.14, respectively, as compared to $0.99 and $0.95 per share in 2001.

     Net income from continuing operations was $4.6 million for year end 2002, compared to $3.9 million for year end 2001, an increase of $0.7 million or 16.9%.

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     Return on average assets was 0.89% and 0.82% for 2002 and 2001, while return on average shareholders’ equity was 15.21% and 14.15% over the same two years.

NET INTEREST INCOME

     Net interest income represents the amount by which interest income on interest-earning assets exceeds interest expense incurred on interest-bearing liabilities. Net interest income is the largest component of our income, and is affected by the interest rate environment, and the volume and the composition of interest-earning assets and interest-bearing liabilities. Our interest-earning assets include loans, federal funds sold, interest-bearing deposits in other banks, and investment securities. Our interest-bearing liabilities include deposits, federal funds purchased, notes payable related to Company shares repurchased, subordinated debentures, FHLB advances, and other short-term borrowings.

2003 compared with 2002:

     Net interest income was $24.8 million for the year ended December 31, 2003, compared to $21.0 million for the same period in 2002. The 18.0% increase was mainly attributable to increased lending volume. Partially offsetting this increase was an increase in interest expense on time deposits, our highest cost deposit category as a percentage share of total deposits. The decrease in the average cost of interest-bearing liabilities from 2.57% in 2002 to 2.13% in 2003 overcame the larger volumes to produce a decrease in interest expense from $10.3 million in 2002 to $9.8 million in 2003. Finally, our ability to lower our funding cost in proportion to our lowered yields resulted in essentially stable margins. Our tax equivalent net interest margin increased to 4.43% in 2003 from 4.39% in 2002.

2002 compared with 2001:

     Net interest income was $21.0 million for the year ended December 31, 2002, compared to $17.9 million for the same period in 2001. The 17.1% increase was mainly attributable to increased volumes in the loan portfolio funded primarily from the deposit growth of the Bank. In 2002, the combination of increased loan volumes and lower costs for liabilities more than offset the decrease in asset yields producing a rise in tax equivalent interest margin from 4.22% in 2001 to 4.39% in 2002.

     The following table sets forth information with respect to the average balances, interest income and average yield by major categories of interest-earning assets; the average balances, interest expense and average rate by major categories of interest-bearing liabilities; the average balances of noninterest-earning assets, noninterest-bearing liabilities and shareholders’ equity; and net interest income, interest rate spread, and net interest margin for the years ended December 31, 2003, 2002 and 2001.

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AVERAGE BALANCE SHEETS

(a)

Average loans include non-performing loans. Interest on loans includes loan fees of $265,792 in 2003, $116,187 in 2002, and $56,343 in 2001.

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	(b)		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 and loans to a fully taxable basis.
	(c)		Net interest margin is net interest income divided by average total interest-earning assets.

CHANGES IN NET INTEREST INCOME

     The table below details the components of the changes in net interest income for the last two years. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volumes, changes due to rates, with the changes in both volumes and rates allocated to these two categories based on the proportionate absolute changes in each category.

	(a)		The change in interest due to both rate and volume has been allocated to the volume and rate components in proportion to the relationship of the dollar amounts of the absolute change in each.
	(b)		Interest income includes the effects of a tax equivalent adjustment using a federal tax rate of 34% in adjusting tax exempt interest on tax exempt investment securities and loans to a fully taxable basis.

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NON-INTEREST INCOME

The following table presents the principal components of non-interest income for the years ended December 31:

     Over the past three years, we have increased non-interest income from $10.0 million to $12.0 million. Fees on residential loans sold at origination has been growing due to a favorable interest rate environment and increasing staff in new markets. The component of growth due to favorable rates will most likely be eliminated in 2004 as we expect somewhat higher interest rates. However, we intend to increase staffing in the residential mortgage origination process to offset the expected decrease in volume of refinance activity. Merchant bankcard growth should moderate a little in the future since it is a mature product and large percentage growth from this base will be challenging, and is expected to grow at a growth rate similar to that of the organization.

2003 compared to 2002:

     Non-interest income increased $1.6 million in 2003. The increase in merchant bankcard processing income came primarily from additional penetration of our traditional market of the Florida Keys. Fees on mortgage loans sold result from the sale of residential loans (primarily fixed rate loans) to the secondary market. In 2003, we continued to experience increased volumes of residential loans as a result of the low rate environment, and our expansion into Southwest Florida. Retail investment services income also increased in 2003. Debit card income rose despite a reduction in the interchange rate paid to us because of increasing usage of this product. We recognized a gain of $202,000 from the sale of our remaining interest in ERAS Joint Venture.

2002 compared to 2001:

     Non-interest income increased $0.4 million in 2002. The increase in merchant bankcard processing income and retail investment services income is primarily a result of volume increases, and also additional activity as a result of our expansion into Southwest Florida. Fees on mortgage loans sold also increased due to increased volumes. The increase in production can be attributed to historically low interest rates that generated a dramatic surge in refinancings as well as stimulating the purchase market, and the expansion of our sales staff in Southwest Florida. The net gain from the sale of securities will vary based upon the sales and calls of the individual securities in the investment portfolio.

     In 2002, we recognized a gain of $211,000 from the sale of 5.1% of our 10% interest in ERAS Joint Venture. We had recognized a gain of $820,000 from the sale of two thirds of our 30% interest in ERAS Joint Venture in 2001. The sale in 2001 was completed as there was an opportunity to realize some of the appreciation of the value of our investment in ERAS and also decrease the future volatility of earnings. Prior to the sale in December 2001, the 30% interest required us to recognize that percentage of ERAS’s income or loss on our income statement. A net loss of $235,000 from ERAS’s operations was recorded in 2001. At the resulting 10% ownership,

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the remaining investment in ERAS was accounted for under the cost method in 2002 and thereafter.

     In 2001, we recognized a $255,000 gain on the sale of servicing rights. We securitized some residential loans in the Bank’s portfolio and the servicing rights for this group were sold resulting in the gain. This represents the only time the Bank has sold servicing rights.

NON-INTEREST EXPENSES

The following table represents the principal components of non-interest expenses for the years ended December 31:

     Over the past three years, non-interest expenses have increased from $20.9 million to $27.6 million. The increases in this category are due primarily to the increases in employees and facilities to support growth in the organization. It is anticipated that this will moderate as a constant level of growth should translate to a smaller percentage of our cost increases in future years.

2003 compared to 2002:

     Non-interest expenses increased $3.9 million in 2003. Approximately $2.3 million of the increase was related to salary and employee benefits. At December 31, 2003, the Bank had 261 full-time employees and 15 part-time employees, compared to 230 full-time employees and 15 part-time employees at December 31, 2002. The increased staffing was attributable to a full year of operations at the City Center branch opened late in 2002 in Southwest Florida, additions to the indirect lending department, additions to manage growth throughout the Company, and additions to assist in security and regulatory compliance. The majority of the increases in the non-interest expense category are the result of costs associated with the growth of our business.

2002 compared to 2001:

     Non-interest expenses increased $2.7 million in 2002. Approximately $1.7 million of the increase was related to salary and employee benefits. Officer and employee salaries and payroll taxes at the Bank increased approximately $840,000 over the prior year due to additional employees and annual merit increases in salaries. At December 31, 2002, the Bank had 230 full-time employees and 15 part-time employees, compared to 220 full time-employees and 15 part-time employees at December 31, 2001. Commission expense at the Bank level also increased approximately $193,000 over the prior year. The amount of commission expense in the residential and investment center departments is related to the income from these activities. Bonuses at the Bank level also increased $432,000 from the prior year. Bonuses in 2001 had been reduced to only $203,000, whereas in 2002 they were $635,000. Net occupancy expense increased $424,000 over the prior year. The majority of the increase is directly attributable to the expansion into the Southwest Florida market in 2001 and 2002. A full year of expenses was included in 2002 for the two branches and residential lending office that opened in 2001. The new Naples branch headquarters facility

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also opened in the fourth quarter of 2002. Amortization of intangibles decreased $120,000 in 2002, due to the discontinuance of goodwill amortization in 2002.

PROVISION FOR INCOME TAXES

     The provision for income taxes includes federal and state income taxes. The effective income tax rates for the years ended December 31, 2003, 2002, and 2001 were 35.0%, 34.2%, and 34.3%, respectively. The fluctuations in effective tax rates reflect the effect of the differences in deductibility of certain income and expenses.

Loan Portfolio

     Prior to our entrance into the Southwest Florida market in 2001, our primary locations were in the Florida Keys (Monroe County) and south Miami-Dade County. As this region’s primary industry is tourism, commercial loan demand is primarily for resort, hotel, restaurant, marina and related real estate secured property loans. We serve this market by offering long-term, adjustable rate financing to the owners of these types of properties for acquisition and improvements. These loans are often $1 million or larger and may be eligible for government guarantee programs or traditional participation agreements. The government-funded programs such as the Small Business Administration are generally geared toward long-term, adjustable rate financing. As our business expands in Southwest Florida, we believe the loan portfolio will benefit from the resulting geographic diversification which is expected to provide more industry-based diversity to our loan portfolio. As of December 31, 2003, we had approximately $62 million of loans outstanding (excluding indirect auto loans) in Southwest Florida, where we had also generated approximately $55 million in total deposits.

     The cost of living in Monroe County is higher in comparison to other counties in Florida due in large part to the scarce and expensive real estate with various construction restrictions and environmental considerations. Accordingly, collateral values on loans secured by property in this market are greater. We have grown our commercial loan portfolio by aggressively serving this market. The quality of our credit administration along with the stable real estate values has kept loan losses at low levels.

     Loans are expected to produce higher yields than investment securities and other interest-earning assets (assuming that credit losses are not excessive). The absolute volume of loans and the volume as a percentage of total earning assets are important determinants of the net interest margin. Gross loans outstanding increased to $538.6 million at year end 2003 as compared to $441.7 million at year end 2002, an increase of 21.9%. Of this amount, real estate mortgage loans increased 12.3% from $348.8 million to $391.7 million. Commercial real estate mortgage loans accounted for much of this increase, growing from $265.1 million to $297.2 million at the respective year ends. Another loan type that increased significantly in 2003 was indirect auto dealer loans. This portfolio increased from $16.9 million at December 31, 2002 to $59.4 million at December 31, 2003. We originate commercial loans with rates that fluctuate with the prime lending rate and residential loans with rates that fluctuate with the one year treasury index. At December 31, 2003, 73.9% of the total loan portfolio had floating or adjustable rates.

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The following table presents the composition our loan portfolio at December 31:

     The contractual maturity distribution of our loan portfolio at December 31, 2003 is indicated in the table below. The vast majority of these are amortizing loans.

(a)

$9,510 of this amount relates to residential real estate construction loans that have been approved for permanent financing but are still under construction. The remaining amount relates to commercial real estate construction loans, some of which have been approved for permanent financing but are still under construction.

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Allowance and Provision for Loan Losses

     The allowance for loan losses is a valuation allowance for probable incurred credit losses in the loan portfolio. Our 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. Individual loan analyses are periodically performed on loan relationships of a significant size, or when otherwise deemed necessary, and primarily encompass commercial real estate and other commercial loans. The result is that commercial real estate loans and commercial loans are divided into the following risk categories: Pass, Special Mention and Substandard or worse. When appropriate a specific reserve will be established for individual loans. Otherwise, we allocate an allowance for each risk category. The allocations are based on factors including historical loss rate, perceived economic conditions (local, national and global), perceived strength of our management, recent trends in loan loss history, and concentrations of credit.

     Home equity loans, indirect auto dealer loans, residential loans and consumer loans generally are not analyzed individually. These loans are grouped into pools and assigned risk categories based on their current payment status and management’s assessment of risk inherent in the various types of loans. As above, when appropriate, a specific reserve will be established for individual loans. Otherwise, we allocate an allowance for each loan classification. The allocations are based on the same factors mentioned above.

     Since most of the factors that we use in constructing our estimate for the allowance have been relatively stable in recent years, the provisions we have used to fund this allowance have been necessitated primarily by the overall level of loan growth and to replenish the allowance for specific charge-offs. Because we are principally a commercial bank and have a loan to deposit ratio greater than 90%, any estimate that is used as a multiplier on loan balances reflecting our best perception of a particular type of risk has the potential to have significant income effects if these multipliers change.

     Further, since the net result of our calculation for the allowance results in this amount being 0.97% of outstanding loans, the risks associated with changes in the underlying factors of this calculation have an asymmetrical risk to the extent of possible negative as opposed to positive consequences. In other words, the current allowance reflects factors whose history has indicated and justified a relatively low allowance in percentage terms. These factors have limited capacity for improvement since associated risks cannot go to zero. However, for example, factors such as economic conditions and loan loss history could conceivably deteriorate dramatically. If that were to happen, the effect on the allowance calculation would be significant and, therefore, require a large provision to absorb higher potential losses.

     Senior management and the Board of Directors review this calculation and the underlying assumptions on a routine basis not less frequently than quarterly.

     The allowance for loan losses amounted to $5,215,901 and $4,272,499 at December 31, 2003 and December 31, 2002, respectively. Based on an analysis performed by management at December 31, 2003, the allowance for loan losses is considered to be adequate to cover estimated loan losses in the portfolio as of that date. However, management’s judgment is based upon a number of assumptions about future events, which are believed to be reasonable, but which may or may not prove valid. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that significant additional increases in the allowance for loan losses will not be required. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

     The provision for loan losses is a charge to income in the current period to replenish the allowance and maintain it at a level that management has determined to be adequate to absorb estimated losses in the loan portfolio. Our provision for loan losses was $1,586,000, $791,000, and $1,005,000 for the years ended December 31, 2003, 2002, and 2001, respectively

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Transactions in the allowance for loan losses are summarized for the years ended December 31,