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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

     
For the Quarterly Period Ended
MARCH 31, 2005
  Commission File Number
000-21329

TIB FINANCIAL CORP.


(Exact name of registrant as specified in its charter)
     
FLORIDA   65-0655973
     
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

599 9th STREET NORTH, SUITE 101, NAPLES, FLORIDA  34102-5624


(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code: (239) 263-3344

Not Applicable


(Former name, former address and former fiscal year,
if changed since last report)

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 þ or No o

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

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   5,710,564
     
Class   Outstanding as of April 30, 2005



 


 

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

TIB FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)

                 
    March 31, 2005     December 31, 2004  
    (Unaudited)        
ASSETS
               
Cash and due from banks
  $ 20,216     $ 27,410  
Federal funds sold
    62,391       15,528  
 
           
Cash and cash equivalents
    82,607       42,938  
 
               
Investment securities available for sale
    80,735       77,807  
Loans, net of deferred loan costs and fees
    719,285       655,678  
Less: allowance for loan losses
    6,541       6,243  
 
           
Loans, net
    712,744       649,435  
 
               
Premises and equipment, net
    27,141       27,559  
Goodwill
    155       155  
Intangible assets, net
    1,320       1,392  
Accrued interest receivable and other assets
    34,624       30,039  
 
           
TOTAL ASSETS
  $ 939,326     $ 829,325  
 
           
 
               
LIABILITIES
               
Deposits:
               
Noninterest-bearing demand
  $ 185,012     $ 152,035  
Interest-bearing
    614,269       535,824  
 
           
Total Deposits
    799,281       687,859  
Federal Home Loan Bank (FHLB) advances
    25,000       35,000  
Short-term borrowings
    19,922       12,157  
Long-term borrowings
    17,000       18,250  
Accrued interest payable and other liabilities
    9,844       7,945  
 
           
TOTAL LIABILITIES
    871,047       761,211  
 
           
 
               
SHAREHOLDERS’ EQUITY
               
Preferred stock — no par value: 5,000,000
               
and 0 shares authorized, 0 and 0 shares issued
           
Common stock — $.10 par value: 20,000,000
               
and 7,500,000 shares authorized, 5,706,939
               
and 5,679,239 shares issued
    571       568  
Additional paid in capital
    38,629       38,284  
Retained earnings
    29,859       28,968  
Accumulated other comprehensive income
    (780 )     294  
 
           
TOTAL SHAREHOLDERS’ EQUITY
    68,279       68,114  
 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 939,326     $ 829,325  
 
           

(See notes to consolidated financial statements)

2


 

TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except earnings per share amounts)

                 
    Three months ended  
    March 31,  
    2005     2004  
INTEREST AND DIVIDEND INCOME
               
Loans, including fees
  $ 11,310     $ 8,601  
Investment securities:
               
Taxable
    636       410  
Tax-exempt
    160       153  
Interest bearing deposits in other bank
    4       1  
Federal Home Loan Bank Stock
    27       15  
Federal funds sold
    209       38  
 
           
TOTAL INTEREST AND DIVIDEND INCOME
    12,346       9,218  
 
               
INTEREST EXPENSE
               
Deposits
    3,101       1,892  
Federal Home Loan Bank advances
    175       94  
Short-term borrowings
    73       9  
Long term borrowings
    383       395  
 
           
TOTAL INTEREST EXPENSE
    3,732       2,390  
 
           
 
               
NET INTEREST INCOME
    8,614       6,828  
 
               
PROVISION FOR LOAN LOSSES
    586       369  
 
           
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    8,028       6,459  
 
               
NON-INTEREST INCOME
               
Service charges on deposit accounts
    608       644  
Investment securities gains, net
          44  
Merchant bankcard processing income
    1,896       1,760  
Fees on mortgage loans sold
    492       398  
Other income
    398       427  
 
           
TOTAL NON-INTEREST INCOME
    3,394       3,273  
 
               
NON-INTEREST EXPENSE
               
Salaries and employee benefits
    4,212       3,442  
Net occupancy expense
    1,276       1,122  
Other expense
    3,565       3,230  
 
           
TOTAL NON-INTEREST EXPENSE
    9,053       7,794  
 
           
 
               
INCOME BEFORE INCOME TAX EXPENSE
    2,369       1,938  
 
               
INCOME TAX EXPENSE
    822       665  
 
           
 
               
NET INCOME
  $ 1,547     $ 1,273  
 
           
 
               
BASIC EARNINGS PER SHARE:
  $ 0.27     $ 0.29  
DILUTED EARNINGS PER SHARE:
  $ 0.26     $ 0.27  

(See notes to consolidated financial statements)

3


 

TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(dollars in thousands, except per share amounts)

                                                 
                    Additional             Accumulated Other     Total  
            Common     Paid in     Retained     Comprehensive     Shareholders’  
    Shares     Stock     Capital     Earnings     Income (Loss)     Equity  
Balance, January 1, 2005
    5,679,239     $ 568     $ 38,284     $ 28,968     $ 294     $ 68,114  
Comprehensive income:
                                               
Net income
                            1,547               1,547  
Other comprehensive income, net of tax
                                               
benefit of $645:
                                               
Net market valuation adjustment on
                                               
securities available for sale
                                    (1,074 )        
Other comprehensive income, net of tax
                                            (1,074 )
 
                                             
Comprehensive income
                                            473  
 
                                             
Exercise of stock options
    27,700       3       280                       283  
Income tax benefit from stock options exercised
                    65                       65  
Cash dividends declared, $.115 per share
                          (656 )             (656 )
 
                                   
Balance, March 31, 2005
    5,706,939     $ 571     $ 38,629     $ 29,859     $ (780 )   $ 68,279  
 
                                   
                                                 
                    Additional             Accumulated Other     Total  
            Common     Paid in     Retained     Comprehensive     Shareholders’  
    Shares     Stock     Capital     Earnings     Income (Loss)     Equity  
Balance, January 1, 2004
    4,431,328     $ 443     $ 14,255     $ 26,203     $ 345     $ 41,246  
Comprehensive income:
                                               
Net income
                            1,273               1,273  
Other comprehensive income, net of tax
                                               
expense of $431:
                                               
Net market valuation adjustment on
                                               
securities available for sale
                                    740          
Less: reclassification adjustment for gains
                                               
included in net income
                                    (27 )        
Other comprehensive income, net of tax
                                            713  
 
                                             
Comprehensive income
                                            1,986  
 
                                             
Exercise of stock options
    57,736       6       420                       426  
Income tax benefit from stock options exercised
                    122                       122  
Cash dividends declared, $.1125 per share
                          (505 )             (505 )
 
                                   
Balance, March 31, 2004
    4,489,064     $ 449     $ 14,797     $ 26,971     $ 1,058     $ 43,275  
 
                                   

(See notes to consolidated financial statements)

4


 

TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE IN CASH AND CASH EQUIVALENTS
(Unaudited)
(dollars in thousands)

                 
    For the three month period ended  
    March 31,  
    2005     2004  
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net Income
  $ 1,547     $ 1,273  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    617       527  
Provision for loan losses
    586       369  
Deferred income tax benefit
    (120 )     (115 )
Investment securities net gains
          (44 )
Net gain on sale/disposal of premises, equipment and intangibles
    (32 )     (1 )
Mortgage loans originated for sale
    (45,679 )     (27,195 )
Proceeds from sale of mortgage loans
    43,153       24,901  
Fees on mortgage loans sold
    (492 )     (398 )
Increase in accrued interest receivable and other assets
    (818 )     (109 )
Increase (decrease) in accrued interest payable and other liabilities
    1,960       (581 )
 
           
NET CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES
    722       (1,373 )
 
           
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of investment securities available for sale
    (5,000 )      
Repayments of principal and maturities of investment securities available for sale
    332       1,199  
Sales of investment securities available for sale
          2,046  
Net sale of FHLB stock
    129       1,250  
Proceeds from sales of government guaranteed loans
          569  
Loans originated or acquired, net of principal repayments
    (63,988 )     (11,854 )
Purchases of premises and equipment
    (186 )     (1,525 )
Sales of premises, equipment and intangibles
    93       2  
 
           
NET CASH USED BY INVESTING ACTIVITIES
    (68,620 )     (8,313 )
 
           
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings
    7,765       1,306  
Net decrease in FHLB short-term advances
    (10,000 )     (15,000 )
Repayments of FHLB long-term advances
          (10,000 )
Repayments of notes payable
    (1,250 )      
Net increase in demand, money market and savings accounts
    55,564       54,250  
Net increase in time deposits
    55,858       9,370  
Proceeds from exercises of stock options
    283       426  
Cash dividends paid
    (653 )     (499 )
 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES
    107,567       39,853  
 
           
 
               
NET INCREASE IN CASH AND CASH EQUIVALENTS
    39,669       30,167  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    42,938       33,681  
 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 82,607     $ 63,848  
 
           
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
               
Cash paid for:
               
Interest
  $ 3,655     $ 3,621  
 
           
Income taxes
  $     $  
 
           

(See notes to consolidated financial statements)

5


 

TIB FINANCIAL CORP.
UNAUDITED CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(In thousands except for share and per share amounts)

NOTE 1 — BASIS OF PRESENTATION & ACCOUNTING POLICIES

TIB Financial Corp. is a financial holding company headquartered in Naples, Florida. TIB Financial Corp. owns and operates TIB Bank, which has a total of sixteen branches in Florida that are located in Monroe, Miami-Dade, Collier and Lee counties.

The accompanying unaudited consolidated financial statements for TIB Financial Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. For further information and an additional description of the Company’s accounting policies, refer to the Company’s annual report for the year ended December 31, 2004.

The consolidated statements include the accounts of TIB Financial Corp. and its wholly-owned subsidiary, TIB Bank, and the Bank’s subsidiary, TIB Investment Center Inc. (this corporation was dissolved in January 2005 — see Note 2), collectively known as the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain amounts previously reported on have been reclassified to conform to the current period presentation.

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” means TIB Bank and its subsidiaries (unless the context indicates another meaning).

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. Accounting and reporting policies for the allowance for loan losses are deemed critical since they involve the use of estimates and require significant management judgments. Losses on loans result from a broad range of causes from borrower specific problems, to industry issues, to the impact of the economic environment. The identification of these factors that lead to default or non-performance under a borrower loan agreement and the estimation of loss in these situations are very subjective. In addition, a dramatic change in the performance of one or a small number of borrowers can have a significant impact on the estimate of losses. Management has implemented a process that has been applied consistently to systematically consider the many variables that impact the estimation of the allowance for loan losses.

Additional information with regard to the Company’s methodology and reporting of the allowance for loan losses is included in the 2004 Annual Report and 10-K.

NOTE 2 — ACQUISITIONS AND DIVESTITURES

On December 15, 2004, the Company closed the sale of certain intangible assets which primarily comprised a book of business which served as the foundation of the Company’s investment center operations. The buyer paid $50 in cash at the closing. The Company recognized a gain of $50 on the transaction. Under the purchase agreement, additional cash payments totaling up to $60 may be paid to the Company subject to the achievement of certain production and customer and asset retention thresholds. Additionally, the Company will receive monthly cash payments of 10% of production related to new referrals made through December 31, 2005. On January 7, 2005, the Company filed Articles of Dissolution dissolving TIB Investment Center, Inc.

6


 

NOTE 3 — INVESTMENT SECURITIES

The amortized cost and estimated fair value of investment securities available for sale at March 31, 2005 and December 31, 2004 are presented below:

                                 
    March 31, 2005  
(dollars in thousands)   Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     Losses     Fair Value  
U.S. Treasury securities
  $ 5,179     $ 2     $ 142     $ 5,039  
U.S. Government agencies and corporations
    59,208       47       1,814       57,441  
States and political subdivisions-tax-exempt
    9,595       156       76       9,675  
States and political subdivisions-taxable
    2,691       10       13       2,688  
Marketable equity securities
    3,000       521             3,521  
Mortgage-backed securities
    2,311       60             2,371  
 
                       
 
  $ 81,984     $ 796     $ 2,045     $ 80,735  
 
                       
                                 
    December 31, 2004  
(dollars in thousands)   Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     Losses     Fair Value  
U.S. Treasury securities
  $ 5,178     $ 5     $ 29     $ 5,154  
U.S. Government agencies and corporations
    54,228       104       869       53,463  
States and political subdivisions-tax-exempt
    9,596       246       26       9,816  
States and political subdivisions-taxable
    2,862       17       23       2,856  
Marketable equity securities
    3,000       987             3,987  
Mortgage-backed securities
    2,473       58             2,531  
 
                       
 
  $ 77,337     $ 1,417     $ 947     $ 77,807  
 
                       

NOTE 4 — LOANS

Major classifications of loans are as follows:

                 
(dollars in thousands)   March 31, 2005     December 31, 2004  
Real estate mortgage loans:
               
Commercial
  $ 393,362     $ 351,346  
Residential
    70,490       67,204  
Farmland
    4,825       4,971  
Construction and vacant land
    67,552       49,815  
Commercial and agricultural loans
    57,647       64,622  
Indirect auto dealer loans
    98,633       91,890  
Home equity loans
    14,637       13,856  
Other consumer loans
    10,075       9,817  
 
           
Total loans
    717,221       653,521  
Net deferred loan costs
    2,064       2,157  
 
           
Loans, net of deferred loan costs
  $ 719,285     $ 655,678  
 
           

NOTE 5 — ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses for the three months ended March 31, 2005 and 2004 follows:

                 
(dollars in thousands)   2005     2004  
Balance, January 1
  $ 6,243     $ 5,216  
Provision for loan losses charged to expense
    586       369  
Loans charged off
    (307 )     (243 )
Recoveries of loans previously charged off
    19       5  
 
           
Balance, March 31
  $ 6,541     $ 5,347  
 
           

7


 

NOTE 6 — EARNINGS PER SHARE AND COMMON STOCK

Earnings per share have been computed based on the following weighted average number of common shares outstanding for the three months ended March 31:

                 
    2005     2004  
For the three months ended March 31:
               
Basic
    5,686,233       4,462,493  
Dilutive effect of options outstanding
    179,866       196,901  
 
           
Diluted
    5,866,099       4,659,394  
 
           

Stock options for 20,082 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2004 because they were anti-dilutive. There were no anti-dilutive stock options outstanding for the three months ended March 31, 2005. The effect of stock options is the sole common stock equivalent for purposes of calculating diluted earnings per common share.

NOTE 7 — STOCK-BASED COMPENSATION

Total stock options granted, exercised, and expired/forfeited during the three months ended March 31, 2005, were 69,500, 27,700 and 8,000, respectively. As of March 31, 2005, there were 442,994 options for shares outstanding.

Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation.”

                 
For the three months ended March 31,            
(dollars in thousands, except per share amounts)   2005     2004  
 
               
Net income, as reported
  $ 1,547     $ 1,273  
Stock-based compensation expense determined under fair value based method, net of tax
    63       72  
 
           
Pro forma net income
  $ 1,484     $ 1,201  
 
           
 
               
Basic earnings per share as reported
  $ 0.27     $ 0.29  
Pro forma basic earnings per share
    0.26       0.27  
Diluted earnings per share as reported
    0.26       0.27  
Pro forma diluted earnings per share
    0.25       0.26  

8


 

NOTE 8 — 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, 2005 and December 31, 2004:

                     
    Well   Adequately          
    Capitalized   Capitalized   March 31, 2005   December 31, 2004  
    Requirement   Requirement   Actual   Actual  
Tier 1 Capital (to Average Assets)
                   
Consolidated
  ³5%   ³4%   9.1%     10.0 %
Bank
  ³5%   ³4%   9.5%     10.5 %
 
                   
Tier 1 Capital (to Risk Weighted Assets)
                   
Consolidated
  ³6%   ³4%   9.9%     10.9 %
Bank
  ³6%   ³4%   10.3%     11.4 %
 
                   
Total Capital (to Risk Weighted Assets)
                   
Consolidated
  ³10%   ³8%   11.2%     12.6 %
Bank
  ³10%   ³8%   11.1%     12.4 %

Management believes, as of March 31, 2005, that the Company and the Bank met all capital requirements to which they are subject. The Company has included the trust preferred securities that were issued in September 2000 and July 2001 in Tier 1 and Total capital.

NOTE 9 — SEGMENT REPORTING

TIB Financial Corp. has two reportable segments: community banking and merchant bankcard processing. 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. Parent and other includes the operations of the holding company and retail investment service operations of the Bank.

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different marketing strategies.

Intercompany transactions have been eliminated in preparing the segment reporting amounts below.

The results of the Company’s segments are as follows (dollars in thousands):

                                 
            Merchant     Parent        
Three months ended   Community     Bankcard     And        
March 31, 2005   Banking     Processing     Other     Totals  
 
                               
Interest and dividend income
  $ 12,346     $     $     $ 12,346  
Interest expense
    3,349             383       3,732  
 
                       
Net interest and dividend income (expense)
    8,997             (383 )     8,614  
Other income
    1,488       1,896       10       3,394  
Depreciation and amortization
    615       2             617  
Other expense
    7,295       1,575       152       9,022  
 
                       
Pretax segment profit (loss)
  $ 2,575     $ 319     $ (525 )   $ 2,369  
 
                       
 
                               
Segment Assets
  $ 938,876     $ 34     $ 416     $ 939,326  

9


 

                                 
            Merchant     Parent        
Three months ended   Community     Bankcard     and        
March 31, 2004   Banking     Processing     Other     Totals  
 
                               
Interest and dividend income
  $ 9,218     $     $     $ 9,218  
Interest expense
    1,995             395       2,390  
 
                       
Net interest and dividend income (expense)
    7,223             (395 )     6,828  
Other income
    1,414       1,760       99       3,273  
Depreciation and amortization
    515       11       1       527  
Other expense
    6,009       1,433       194       7,636  
 
                       
Pretax segment profit (loss)
  $ 2,113     $ 316     $ (491 )   $ 1,938  
 
                       
 
                               
Segment Assets
  $ 710,065     $ 37     $ 455     $ 710,557  

10


 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 Form 10-Q 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. 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.

The following discussion addresses the factors that have affected the financial condition and results of operations of TIB Financial Corp. (the “Company”) as reflected in the unaudited consolidated statement of condition as of March 31, 2005, and statement of income for the three months ended March 31, 2005. Operating results for the three months ended March 31, 2005 are not necessarily indicative of trends or results to be expected for the year ended December 31, 2005.

QUARTERLY SUMMARY

Our first quarter 2005 net income of $1.5 million represents an increase of 22% over $1.3 million reported for the quarter ended March 31, 2004. On a per diluted share basis, earnings were $0.26 for the first quarter of 2005 as compared to $0.27 for the first quarter of 2004 due to dilution caused by a successful public offering in April 2004 of 1.15 million new common shares which provided the capital necessary to fuel our expansion strategy in southwest Florida. Credit quality remains excellent and we continue to see growth opportunities in our newer southwest Florida markets as well as our traditional base in the Florida Keys.

The high-growth Naples-Fort Myers area continues to reaffirm the exportability of our island banking culture as our new customers are rapidly discovering what our customers in the Florida Keys have known for years. Our continued focus on providing superior customer service is filling a much needed void in our local markets, which are realizing the effects of big bank mergers and acquisitions.

The increase in net income for the first quarter of 2005 over the respective prior-year period resulted primarily from a 26% increase in net interest income from $6.8 million a year ago to $8.6 million in the current quarter. The net interest margin on a tax equivalent basis for the three months ended March 31, 2005 was 4.40%, compared with 4.50% for the three months ended March 31, 2004.

Non-interest expense for the first quarter of 2005 was $9.1 million, compared with $7.8 million for the first quarter of 2004. The increase in non-interest expense is primarily attributable to expenses associated with increased regulatory compliance and the Company’s ongoing expansion activities in the southwest Florida market, which included the addition of two new branch offices and several key senior staff personnel.

Credit quality remained solid during the first quarter of 2005 which ended with non-performing loans representing only 0.05% of gross loans. As of March 31, 2005, the allowance for loan losses totaled $6.5 million, or 0.91% of total loans and 1,673% of non-performing loans. These figures compare with 0.97% and 1,107%, respectively, as of March 31, 2004.

Total assets increased more than 32% to $939.3 million as of March 31, 2005, compared with $710.6 million a year ago. On a quarter over quarter basis, total assets increased more than 13%, which is reflective of the company’s solid organic growth since December 31, 2004. Total loans grew more than 30% to $717.2 million as of March 31, 2005, versus $549.6 million a year ago. Total deposits increased more than 29% to $799.3 million as of March 31, 2005, compared with $617.4 million a year ago.

11


 

THREE MONTHS ENDED MARCH 31, 2005 AND 2004

RESULTS OF OPERATIONS
Our net income of $1.5 million for the first quarter of 2005 increased 21.5%, compared to $1.3 million for the same period last year. Basic and diluted earnings per share for the first quarter of 2005 were $0.27 and $0.26, respectively, as compared to $0.29 and $0.27 per share in the previous year’s quarter.

Annualized return on average assets was 0.72% and 0.76% for the first quarter of 2005 and 2004, respectively, while the annualized return on average shareholders’ equity was 9.20% and 12.04% for the same period. The decline in the return on average shareholders’ equity in the current year is primarily attributable to the 57.8% increase in shareholders’ equity from March 31, 2004 to March 31, 2005 due to the stock offering in the second quarter of 2004 and exercises of stock options.

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, advances from the Federal Home Loan Bank, and other short term borrowings.

Net interest income increased 26.2%, to $8.6 million in the three months ended March 31, 2005 as compared to $6.8 million in the same period last year. While the prime rate as published in the Wall Street Journal remained at 4.00% for the first quarter of 2004 it increased from 5.25% at the beginning of 2005 to 5.75% by the end of the first quarter 2005. Many of the Bank’s loans are indexed to this floating rate, although they may also include floors. The higher level of prime rate in the first quarter of 2005 compared to the comparative period in 2004 is apparent in the positive impact on yields in the loan portfolio as the effects of the higher rates are reflected in variable loan re-pricings and new loan production. Increased loan volume is the primary driver affecting the increased net interest income in the current period.

In April 2002, the Bank began a program to acquire indirect automobile loans. We predominantly buy loans from auto dealers in Southwest Florida which 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. As of March 31, 2005 we had $98.6 million of indirect auto dealer loans outstanding, compared to $66.8 million at March 31, 2004. Coupled with the appropriate safeguards, we believe this product continues to offer us an opportunity to increase asset yields while not sacrificing our primary objective of maintaining strong asset quality.

The average yield on interest-earning assets for the first three months of 2005 was 6.29% which was an increase of 23 basis points compared to the 6.06% yield earned during the first three months of 2004. The average cost of interest-bearing deposits increased 44 basis points from 1.72% during the first three months of 2004 to 2.16% for the comparable period in 2005, and the rate of all interest-bearing liabilities increased 44 basis points, from 1.93% in 2004 to 2.37% in 2005. The Company’s net interest margin decreased to 4.40% in the first three months of 2005 compared to 4.50% in the first three months of 2004. We anticipate interest rates to continue slowly trending up over the next six months. If this occurs or if rates remain stable, net interest margin should be fairly consistent as our mix of assets and liabilities should grow in roughly the same proportions that exist currently on our balance sheet. Our margin is derived from the rate difference between our average yields on our current mix of assets in excess of our average cost of liabilities.

12


 

The following table presents average balances of the Company, the taxable-equivalent interest earned, and the rate paid thereon during the three months ended March 31, 2005 and March 31, 2004.

                                                 
            2005                     2004        
    Average     Income/     Yields/     Average     Income/     Yields/  
(dollars in thousands)   Balances     Expense     Rates     Balances     Expense     Rates  
Interest-earning assets:
                                               
Loans (1)(2)
  $ 686,418     $ 11,312       6.68 %   $ 546,516     $ 8,602       6.33 %
Investment securities (2)
    74,022       779       4.27 %     49,093       553       4.53 %
Marketable equity securities — 90% tax
                                               
exempt (2)
    3,680       96       10.58 %     3,000       87       11.74 %
Interest-bearing deposits in other banks
    633       4       2.56 %     589       1       0.51 %
Federal Home Loan Bank stock
    2,555       27       4.29 %     1,879       16       3.34 %
Federal funds sold
    34,348       209       2.47 %     16,225       38       0.94 %
 
                                       
Total interest-earning assets
    801,656       12,427       6.29 %     617,302       9,297       6.06 %
 
                                       
 
                                               
Non-interest-earning assets:
                                               
Cash and due from banks
    22,560                       18,568                  
Premises and equipment, net
    27,414                       20,433                  
Allowances for loan losses
    (6,358 )                     (5,292 )                
Other assets
    30,159                       26,076                  
 
                                           
Total non-interest-earning assets
    73,775                       59,785                  
 
                                           
Total assets
  $ 875,431                     $ 677,087                  
 
                                           
 
                                               
Interest-bearing liabilities:
                                               
Interest-bearing deposits:
                                               
NOW accounts
  $ 91,727       178       0.79 %   $ 70,636       56       0.32 %
Money market
    158,655       633       1.62 %     122,444       226       0.74 %
Savings deposits
    46,537       52       0.45 %     41,277       40       0.39 %
Time deposits
    284,232       2,238       3.19 %     209,305       1,570       3.02 %
 
                                       
Total interest-bearing deposits
    581,151       3,101       2.16 %     443,662       1,892       1.72 %
 
                                               
Other interest-bearing liabilities:
                                               
Short-term borrowings and FHLB advances
    39,814       248       2.53 %     35,109       103       1.18 %
Long-term borrowings
    17,208       383       9.03 %     18,250       395       8.71 %
 
                                       
Total interest-bearing liabilities
    638,173       3,732       2.37 %     497,021       2,390       1.93 %
 
                                       
 
                                               
Non-interest-bearing liabilities and
                                               
shareholders’ equity:
                                               
Demand deposits
    158,525                       129,855                  
Other liabilities
    10,555                       7,922                  
Shareholders’ equity
    68,178                       42,289                  
 
                                           
Total non-interest-bearing liabilities and shareholders’ equity
    237,258                       180,066                  
 
                                           
Total liabilities and shareholders’ equity
  $ 875,431                     $ 677,087                  
 
                                           
 
Interest rate spread (tax equivalent basis)
                    3.92 %                     4.13 %
 
                                           
Net interest income (tax equivalent basis)
          $ 8,695                     $ 6,907          
 
                                           
Net interest margin (3) (tax equivalent basis)
                    4.40 %                     4.50 %
 
                                           

(1)   Average loans include non-performing loans.
 
(2)   Interest income and rates include the effects of a tax equivalent adjustment using a Federal tax rate of 34% in adjusting tax exempt interest on tax exempt investment securities and loans to a fully taxable basis.
 
(3)   Net interest margin is net interest income divided by average total interest-earning assets.

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The table below details the components of the changes in net interest income for the three months ended March 31, 2005 and March 31, 2004. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volumes and 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.

   
2005 compared to 2004(1)
 
   
Due to changes in
 
(dollars in thousands)  
Net
 
   
Average
Average
 Increase
 
   
Volume
Rate
(Decrease)
 
   
Interest income
                       
Loans (2)
  $ 2,289     $ 421     $ 2,710  
Investment securities (2)
    264       (38 )     226  
Marketable equity securities (2)
    18       (9 )     9  
Interest-bearing deposits in other banks
          3       3  
Federal Home Loan Bank Stock
    7       4       11  
Federal funds sold
    70       101       171  
 
     
Total interest income
    2,648       482       3,130  
 
     
 
                       
Interest expense
                       
NOW accounts
    21       101       122  
Money market
    83       324       407  
Savings deposits
    5       7       12  
Time deposits
    587       81       668  
Short-term borrowings and FHLB advances
    15       130       145  
Long-term borrowings
    (29 )     17       (12 )
 
     
Total interest expense
    682       660       1,342  
 
     
                         
Change in net interest income
  $ 1,966     $ (178 )   $ 1,788  
 
         

(1)   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.
 
(2)   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.

PROVISION FOR LOAN LOSSES
The provision for loan losses represents the charge to income necessary to adjust the allowance for loan losses to an amount that represents management’s assessment of the estimated probable credit losses inherent in our loan portfolio which have been incurred at each balance sheet date.

The provision for loan losses increased 58.8%, to $0.6 million in the first quarter of 2005 compared to $0.4 million in the comparable prior year quarter. The higher provision for loan losses in 2005 was primarily attributable to the continued growth and change in composition of the loan portfolio coupled with slightly higher charge offs. Total loans outstanding grew $63.7 million, or 9.7%, during the first quarter of 2005, as compared to $11.0 million, or 2.1%, during the first quarter of 2004. The largest dollar increase during the first quarter of 2005 occurred in commercial real estate loans which increased $42.0 million, or 12.0%. This compares to a $3.5 million, or 1.2% decrease in commercial real estate loans during the first quarter of 2004.

Total loans outstanding were $717.2 million at March 31, 2005, compared to $549.6 million at March 31, 2004. Net charge-offs were $0.3 million during the three months ended March 31, 2005 compared to $0.2 million for the same period in 2004.

Management will continue to monitor the credit quality of the lending portfolio and will recognize additional provisions in the future as necessary, in the opinion of management, to maintain the allowance for loan losses at an appropriate level.

NON-INTEREST INCOME
Non-interest income for the first quarter of 2005 was $3.4 million. This represents a 3.7% increase over the prior year quarter which totaled $3.3 million. The increase in non-interest income is primarily attributable to an increase in Merchant bankcard processing income and in fees on mortgage loans sold. The increase in merchant bankcard processing income is primarily a

14


 

result of volume increases. The increase in fees on mortgage loans sold is primarily a result of increased pass through loan volume during the 2005 quarter.

NON-INTEREST EXPENSE
Non-interest expense for the first quarter of 2005 was $9.1 million. This represents a 16.2%, increase over the prior year quarter which totaled $7.8 million. The increase in non-interest expense is primarily attributable to salaries and employee benefits increasing $0.8 million. At March 31, 2005 the Bank had 308 full-time employees and 15 part-time employees, compared to 267 full-time employees and 17 part-time employees at March 31, 2004. The increased staffing was attributable to the opening of two branches in Southwest Florida in the second half of 2004, additions to manage growth throughout the Company and additions to assist in security and regulatory compliance. Likewise, the majority of the other increases in the non-interest expense category are the result of costs associated with the growth of our business.

INCOME TAXES
The provision for income taxes includes federal and state income taxes. The effective tax rates were 34.7% and 34.3%, for the three months ended March 31, 2005 and 2004, respectively.

BALANCE SHEET
Total assets at March 31, 2005 were $939.3 million, up 13.3% from total assets of $829.3 million at December 31, 2004. Asset growth was primarily funded by an increase in deposits of $111.4 million, or 16.2%. Loans net of deferred loan costs increased $63.6 million, or 9.7%, to $719.3 million for the first three months of 2005 from year end 2004. The largest dollar increase came in the commercial real estate loan category which increased $42.0 million, or 12.0%. Although we have continued to expand our indirect dealer auto loan program, it has begun to decrease in percentage in proportion to the loan portfolio as a whole. At March 31, 2005, indirect auto loans accounted for $98.6 million, or 13.8%, of our loan portfolio as compared to $91.9 million, or 14.1%, at December 31, 2004.

During the first three months of 2005, we reduced our advances from the Federal Home Loan Bank by $10.0 million. Total advances outstanding were $25.0 million at March 31, 2005 as compared to $35.0 million at December 31, 2004.

Shareholders’ equity totaled $68.3 million at March 31, 2005, increasing from $68.1 million at December 31, 2004. Book value per share decreased to $11.96 at March 31, 2005 from $11.99 at December 31, 2004 due primarily to the decrease in accumulated other comprehensive income related to unrealized losses on investments available-for-sale. Such unrealized losses arose primarily from increases in market interest rates. The Company declared a quarterly dividend of $0.115 per share in the first quarter of 2005 and $0.1125 per share in the first quarter of 2004.

NON-PERFORMING ASSETS

Non-performing assets include nonaccrual loans, accruing loans contractually past due 90 days or more, repossessed personal property, and other real estate. Loans are placed on nonaccrual status when management has concerns relating to the ability to collect the loan principal and interest and generally when such loans are 90 days or more past due. A loan is considered impaired when it is probable that not all principal and interest amounts will be collected according to the loan contract.

Non-performing assets were as follows:

                 
(dollars in thousands)   March 31, 2005     December 31, 2004  
Total nonaccrual loans
  $ 391     $ 704  
Accruing loans delinquent 90 days or more (a)
           
 
           
Total non-performing loans
  $ 391     $ 704  
 
               
Repossessed personal property (indirect auto dealer loans)
    814       688  
Other real estate owned (b)
    190       882  
Other assets (b)
    2,688       2,665  
 
           
Total non-performing assets
  $ 4,083     $ 4,939  
 
           
 
               
Allowance for loan losses
  $ 6,541     $ 6,243  
 
               
Non-performing assets as a percent of total assets
    0.43 %     0.60 %
Non-performing loans as a percent of gross loans
    0.05 %     0.11 %
Allowance for loan losses as a percent of non-performing loans
    1,672.9 %     886.8 %

15


 

    (a)  Excludes the $1.6 million loan discussed below that is guaranteed for both principal and interest by the U.S. Department of Agriculture (USDA).
 
    (b)  The Bank made a $10.0 million loan to construct a lumber mill in northern Florida. Of this amount, $6.4 million had been sold by the Bank to other lenders. The loan was partially guaranteed as to principal and interest by the USDA. In addition to business real estate and equipment, the loan was collateralized by the business owner’s interest in a trust. Under provisions of the trust agreement, beneficiaries cannot receive trust assets until November 2010.
 
    During 2001, upon completion of foreclosure on the underlying collateral, the non-guaranteed portion of this loan and interest accrued through the foreclosure date was reclassified into other real estate ($550,000) and other assets (approximately $1.9 million) based on the fair value of the underlying-collateral. The portion of this loan guaranteed by the USDA was approximately $1.6 million at March 31, 2005 and December 31, 2004, and is accruing interest. Accrued interest on this loan totals approximately $703,000 and $677,000 at March 31, 2005 and December 31, 2004, respectively.
 
    The Bank is pursuing a sale of the property and equipment and has incurred various expenditures. The Bank capitalized the liquidation costs and a portion of the protective advances which it expects will be fully reimbursed by the USDA. Other real estate recorded on the Bank’s books related to this property totaled $190,000 at March 31, 2005 and December 31, 2004. The non-guaranteed principal and interest ($2.0 million at March 31, 2005 and December 31, 2004) and the reimbursable capitalized liquidation costs and protective advance costs totaling approximately $784,000 and $704,000 at March 31, 2005 and December 31, 2004, respectively, are included as “other assets” in the financial statements.
 
    The Bank sold certain pieces of equipment associated with the lumber mill property. Proceeds from the sales were used to reduce the other real estate amount and liquidation cost amounts recorded on the Bank’s books. In 2003, the Bank wrote down the carrying amount of the other real estate by $262,000 based upon anticipated proceeds from the sale of the property and remaining equipment.
 
    Florida law requires a bank to liquidate or charge off repossessed real property within five years, and repossessed personal property within six months. The Bank was awarded title to the real property on June 12, 2001, and an adjudicated interest in the owner’s trust proceeds. The time constraints imposed by Florida law required that the personal property be disposed of or charged off by December 2001. The Bank applied to the State of Florida for an extension to carry the personal property on the Bank’s books and was granted an extension to carry the personal property on its books until June 11, 2003. Since the property had not been liquidated as of such date, the Bank charged-off the non guaranteed principal and interest totaling $2.0 million at June 30, 2003, for regulatory purposes. Since we believe this amount is ultimately realizable, we did not write off this amount for financial statement purposes under generally accepted accounting principles.

The allowance for loan losses amounted to $6.5 million and $6.2 million at March 31, 2005 and December 31, 2004, respectively.

The allowance for loan losses is a valuation allowance for probable incurred credit losses in the loan portfolio. Our 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.

Based on an analysis performed by management at March 31, 2005, 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

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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.

During 2004, as the indirect auto dealer loan portfolio began to mature, the loss history approached expected levels and the management processes, controls and monitoring and risk management tools implemented throughout recent years indicated that higher multipliers were necessary for the indirect loan portfolio. Contemporaneously, as the Florida economy has grown at an accelerated pace compared to other markets, real estate prices have escalated and local economies have benefited resulting in diminishing historical and expected loss factors. Analysis of these events resulted in these same tools indicating that lower multipliers were necessary for commercial loans collateralized by real estate. Looking forward, although the concentration of indirect auto dealer loan category has increased rapidly since the inception of this program, management believes that this growth has peaked slightly below 15% of the total loan portfolio composition. This category should continue to decrease as a percentage of the loan portfolio as we expect overall asset and loan growth to continue. As this occurs, if we make the assumption, however unlikely, that all other factors were to remain constant, we would expect that the allowance for loan losses would continue to decrease as a percentage of gross loans in the near term.

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. We manage the levels, types and maturities of earning assets in relation to the sources available to fund current and future needs to ensure that adequate funding will be available at all times.

In addition to maintaining a stable core deposit base, we maintain adequate liquidity primarily through the use of investment securities and unused borrowing capacity. 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 20 percent of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At March 31, 2005, there were $25.0 million in advances outstanding in addition to a $15 million letter of credit used in lieu of pledging securities to the State of Florida. In July 2004, new agreements were executed with the FHLB and a blanket floating lien pledge of the Bank’s residential 1-4 family mortgage and commercial real estate secured loans was done to bring the collateral availability up to approximately $159.7 million.

The Bank has an unsecured overnight federal funds purchased accommodation up to a maximum of $12.0 million from its principal correspondent bank.

In the second quarter of 2004, we completed the sale of 1,150,000 shares of our common stock at a price of $22.00 per share before commissions and expenses. The net proceeds provided additional liquidity along with additional capital to the Company.

ASSET AND LIABILITY MANAGEMENT

Closely related to liquidity management is the management of interest-earning assets and interest-bearing liabilities. The Company manages its rate sensitivity position to avoid wide swings in net interest margins and to minimize risk due to changes in interest rates.

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Our interest rate sensitivity position at March 31, 2005 is presented in the table below:

                                                 
    3 months     4 to 6     7 to 12     1 to 5     Over 5        
(dollars in thousands)   or less     Months     Months     years     Years     Total  
Interest-earning assets:
                                               
Loans
  $ 309,484     $ 36,094     $ 44,479     $ 260,282     $ 66,882     $ 717,221  
Investment securities-taxable
    1,013                   42,184       24,342       67,539  
Investment securities-tax exempt
                      3,139       6,536       9,675  
Marketable equity securities
    3,521                               3,521  
Federal Home Loan Bank stock
    2,781                               2,781  
Fed funds sold
    62,391                               62,391  
Interest bearing deposit in other bank
    367                               367  
 
                                   
Total interest-bearing assets
    379,557       36,094       44,479       305,605       97,760       863,495  
 
                                   
 
                                               
Interest-bearing liabilities:
                                               
NOW accounts
    89,055                               89,055  
Money Market
    169,391                               169,391  
Savings Deposits
    48,783                               48,783  
Time deposits
    46,509       22,471       151,002       87,053       5       307,040  
Notes payable
                            4,000       4,000  
Subordinated debentures
    5,000                         8,000       13,000  
Other borrowings
    44,922                               44,922  
 
                                   
Total interest-bearing liabilities
    403,660       22,471       151,002       87,053       12,005       676,191  
 
                                   
 
                                               
Interest sensitivity gap
  $ (24,103 )   $ 13,623     $ (106,523 )   $ 218,552     $ 85,755     $ 187,304  
 
                                   
 
                                               
Cumulative interest sensitivity gap
  $ (24,103 )   $ (10,480 )   $ (117,003 )   $ 101,549     $ 187,304     $ 187,304  
 
                                   
 
                                               
Cumulative sensitivity ratio
    (2.8 )%     (1.2 )%     (13.5 )%     11.8 %     21.7 %     21.7 %
 
                                   

We are cumulatively liability sensitive through the one year time period, and asset sensitive in the over one year timeframes above. Certain liabilities such as non-indexed NOW and passbook savings accounts, while technically subject to immediate repricing in response to changing market rates, historically do not reprice as quickly nor to the extent as other interest sensitive accounts. Accordingly, if market interest rates should decrease, it is anticipated that the net interest margin would decrease. Because of non-interest bearing liabilities, total interest-earning assets are substantially greater than the total interest-bearing liabilities and therefore it is anticipated that over time the effects on net interest income from changes in asset yield will be greater than the change in expense from liability cost. Therefore, if rates increase, it is anticipated that the net interest margin would, over time, increase, and this is particularly true over longer time horizons since the Company has more total assets subject to rate changes than total liabilities that are rate sensitive.

Even in the near term, we believe the $117 million one year cumulative negative sensitivity gap may exaggerate the probable effects on earnings in a changing rate environment for two reasons. First, the liabilities subject to repricing are predominately not indexed to any specific market rate and therefore, offer the Company the opportunity to delay or diminish any rate repricings. Further, in this current rate environment, the Bank has been originating loans with interest rate floors. The effect of this has been to decrease the volatility of net interest margin and decrease asset sensitivity due to the fact that these loans behave similar to fixed rate loans in periods over a significant range of interest rate changes.

Interest-earning assets and other time deposits are presented based on their contractual terms. It is anticipated that run off in any deposit category will be approximately offset by new deposit generation. Since we have experienced steady growth in deposits, no net run off in any deposit category is assumed in the interest rate sensitivity table. It is our policy to maintain our cumulative one year gap ratio in the -20% to +10% range. At March 31, 2005 we were within this range with a one year cumulative sensitivity ratio of -13.5%.

See also Item 3, “Quantitative and Qualitative Disclosures About Market Risk.”

COMMITMENTS

The Bank is a party to financial instruments with off-balance sheet risk, entered into in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of

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credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of these instruments. The Bank uses the same credit policies in making commitments to extend credit and generally uses the same credit policies for letters of credit as it does for on-balance sheet instruments.

Commitments to extend credit are legally binding agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since some of these commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At March 31, 2005, total unfunded loan commitments were approximately $133.2 million.

Standby letters of credit are conditional commitments issued by the Bank to assure the performance or financial obligations of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The Bank generally holds collateral and/or obtains personal guarantees supporting these commitments. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements. At March 31, 2005, commitments under standby letters of credit aggregated approximately $2.4 million.

The Company believes the likelihood of the unfunded loan commitments and unfunded letters of credit either needing to be totally funded or funded at the same time is low. However, should significant funding requirements occur, we have sufficient available borrowing capacity from various sources as discussed in the “Liquidity” section above.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk is the risk that a financial institution’s earnings and capital, or its ability to meet its business objectives, will be adversely affected by movements in market rates or prices such as interest rates, foreign exchange rates, equity rates, equity prices, credit spreads and/or commodity prices. The Company has assessed its market risk as predominately interest rate risk.

The following interest rate sensitivity analysis information as of March 31, 2005 was developed using simulation analysis of the Company’s sensitivity to changes in net interest income under varying assumptions for changes in market interest rates. Specifically, the model derives expected interest income and interest expense resulting from an immediate and parallel shift in the yield curve in the amounts shown.

These rate changes are matched with known repricing intervals and assumptions for new growth net of expected prepayments. The assumptions are based primarily on experience in the Company’s market under varying rate environments. The imbedded options that the Company’s loan customers possess to refinance are considered for purposes of this analysis along with scheduled and unscheduled principal reductions offset by anticipated loan originations.

This analysis intentionally exaggerates interest sensitivity. For the sake of simplicity and comparability, an immediate change in rates is assumed. However, any significant change in actual market rates would probably be phased in over an extended period of time. This phase in would reduce the net interest income effects for any absolute change in rates. Also, the Company has been originating adjustable rate commercial loans with interest rate floors that are currently at rates higher than the index and margin on the loans would indicate. An example would be a loan at Prime plus 1% but with a 7.0% floor. The Company currently has in excess of $188 million of these types of loans where the loan rates are at the floors. The effects of this are twofold. First, this has benefited our margins currently since we have assets earning yields higher than would be the case absent the floor rates. Second, in a declining rate environment and in a limited rising rate environment those “adjustable” rate loans act like fixed rate loans. This limits the Company’s loss of interest income when rates decline but does constrain income gains in a rising rate market. In general, having this significant amount of loans at their floors reduces the Company’s overall rate sensitivity.

The Company attempts to retain interest rate neutrality by generating mostly adjustable rate loans and managing the securities, wholesale funding, and Fed Funds positions to offset the repricing characteristics of the deposit liabilities.

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Item 4.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

     The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Corporation’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, they have concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that material information related to the Corporation is made known to them by others within the Corporation.

Part II.     OTHER INFORMATION

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

     Not applicable

Item 5.  OTHER INFORMATION

     Not applicable

Item 6.  EXHIBITS

             
 
  (a)  Exhibits    
 
    3.1     Amendment to Restated Articles of Incorporation of TIB Financial Corp.
    3.2     Amendment to Bylaws
    31.1     Chief Executive Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002
    31.2     Chief Financial Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002
    32.1     Chief Executive Officer’s certification required under Section 906 of Sarbanes-Oxley Act of 2002
    32.2     Chief Financial Officer’s certification required under Section 906 of Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to 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 10, 2005
      Edward V. Lett
      President and Chief Executive Officer
 
       
       /s/ David P. Johnson          
      David P. Johnson
      Executive Vice President and Chief Financial Officer

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