TIB Financial Corp. (NASDAQ: TIBB), a majority-owned subsidiary of
Capital Bank Financial Corp. ("CBF"; formerly known as North
American Financial Holdings, Inc.), today reported its unaudited
financial results for the second quarter of 2012. Operating and
financial highlights include the following:
- The Company reported net income of $1.9 million, or $0.15 per
diluted share, for the three months ended June 30, 2012 as compared
to net income of $1.0 million, or $0.07 per diluted share for the
three months ended June 30, 2011.
- The Company holds a 21% ownership interest in Capital Bank, NA
at June 30, 2012 which has 143 branches and $6.3 billion in assets
in Florida, North Carolina, South Carolina, Tennessee and
Virginia.
- CBF, the Company's majority shareholder, agreed to acquire 100%
of Southern Community Financial Corp., and the transaction is
expected to close, pending shareholder and regulatory approval,
during the third quarter of 2012. Southern Community Bank and Trust
has approximately $1.5 billion in assets and operates 22 branches
throughout North Carolina.
- The Company increased the equity investment balance in Capital
Bank, NA by $2.4 million based on its equity in Capital Bank, NA's
net income and increased the equity investment balance by $1.3
million based on its equity in Capital Bank, NA's other
comprehensive income in the second quarter of 2012.
"Our team has been working hard in planning for the pending
acquisition of Southern Community Financial Corp. While shareholder
and regulatory approvals are still pending, Southern Community will
expand the Bank's franchise throughout North Carolina, where we see
significant growth opportunities. Our recent renegotiation of the
investment agreement to change the consideration mix to 100% cash
represents our continued commitment to this strategic complement to
our organization and eliminates obstacles on the road to a
successful merger," stated Gene Taylor, Chairman and Chief
Executive Officer of the Company and Capital Bank.
"Our strongest quarter to date for organic loan production,
successes in resolution of problem assets and continued aggressive
deposit repricing resulted in continued improvement in the Bank's
loan mix, net interest margin and profitability. The consolidation
of certain duplicative functions during the second quarter is
expected to result in further improvement of our efficiency ratio
and our overall returns," commented Chris Marshall, Chief Financial
Officer of the Company Capital Bank.
Bank Merger
Effective April 29, 2011, TIB Bank (the "Bank"), a wholly-owned
subsidiary of the Company, merged (the "Merger") with and into NAFH
National Bank ("NAFH Bank"), a national banking association, with
NAFH Bank as the surviving entity. On June 30, 2011, Capital Bank,
a wholly-owned subsidiary of Capital Bank Corp., an affiliated
majority-owned subsidiary of CBF, also merged with and into NAFH
Bank, with NAFH Bank as the surviving entity. In connection with
the merger, NAFH Bank changed its name to Capital Bank, NA.
Additionally on September 7, 2011, GreenBank merged with and into
Capital Bank, NA. Through the subsidiary bank mergers, the common
stock of the subsidiary banks was converted into shares of Capital
Bank, NA common stock based on each entity's relative tangible book
value. As a result of the mergers of TIB Bank, Capital Bank and
Green Bank into Capital Bank, NA, the Company now owns
approximately 21% of Capital Bank, NA, with CBF directly owning
19%, Capital Bank Corp. directly owning 26% and Green Bankshares
owning the remaining 34%. As of June 30, 2012, following the
mergers, Capital Bank, NA had total assets of $6.3 billion, total
deposits of $5.1 billion and shareholders' equity of $966.5 million
and operated 143 branches in Florida, North Carolina, South
Carolina, Tennessee and Virginia. CBF is the owner of approximately
94% of the Company's common stock, approximately 83% of Capital
Bank Corp.'s common stock, and approximately 90% of Green
Bankshares common stock.
The Company's investment in Capital Bank, NA is recorded as an
equity-method investment in that entity. As of June 30, 2012, the
Company's investment in Capital Bank, NA totaled $206.5 million,
which reflected the Company's pro rata ownership of Capital Bank,
NA's total shareholders' equity at that date. In periods subsequent
to the Bank Merger, the Company will adjust this equity investment
balance on its equity in Capital Bank, NA's net income and
comprehensive income. In connection with the Merger, the assets and
liabilities of the Bank were de-consolidated from the Company's
balance sheet resulting in a significant decrease in the total
assets and total liabilities of the Company in the second quarter
of 2011.
The following table presents summarized financial information
for Capital Bank, NA:
Three months ended Six months ended
June 30, 2012 June 30, 2012
------------------- -------------------
Interest income $ 72,893 $ 147,025
Interest expense 8,000 16,725
------------------- -------------------
Net interest income 64,893 130,300
Provision for loan losses 6,608 11,984
Non-interest income 12,298 26,912
Non-interest expense 52,799 108,017
Net income 11,326 23,234
Financial Discussion
The Company reported net income of $1.9 million for the second
quarter compared to a net income of $2.0 million for the first
quarter of 2012 and net income of $1.0 million for the second
quarter of 2011. Due to the Merger discussed above and the
resulting deconsolidation of TIB Bank on April 29, 2011, the
operating results for the second quarter of 2012 includes three
months of equity in income from its investment in Capital Bank, NA
which amounted to $2.4 million, net of tax and therefore are
generally not comparable to the operations during the second
quarter of 2011. Due to the Company accounting for its investment
in Capital Bank, NA using the equity method, a comparison of net
interest margin to prior periods is not meaningful and is
excluded.
During the second quarter of 2012 equity income increased by
$1.7 million to $2.4 million, as compared to the second quarter of
2011. This increase was a combination of the second quarter of 2011
not containing a full three months of activity due to the Merger
discussed above and a general growth in earnings year over year
Capital Bank, NA. The Company reported $0.9 million of investment
advisory fees in the second quarter 2012, a $0.1 million decrease
from the prior quarter which was a result of an overall decline in
investment related fees. During the quarter the Company had $0.1
million of merger related expenses stemming from professional
service expenses.
During 2011, the Company's registered investment advisor, Naples
Capital Advisors, Inc., experienced a decrease in assets under
advisement to approximately $102 million from approximately $193
million as of December 31, 2010, following the departure of certain
employees, leading to an impairment charge of $2.9 million recorded
during the fourth quarter of 2011. The remaining value of the
customer relationship intangible at June 30, 2012 was approximately
$180,000.
Potential Merger of TIB Financial Corp. and CBF
On September 1, 2011, CBF and the Company's Board of Directors
approved and adopted a plan of merger. The plan of merger provides
for the merger of TIB Financial Corp. with and into CBF, with CBF
continuing as the surviving entity. In the merger, each share of
TIB Financial Corp.'s common stock issued and outstanding
immediately prior to the completion of the merger, except for
shares for which appraisal rights are properly exercised and
certain shares held by CBF or TIB Financial Corp., will be
converted into the right to receive 0.7205 of a share of CBF Class
A common stock. No fractional shares of Class A common stock will
be issued in connection with the merger, and holders of TIB
Financial Corp. common stock will be entitled to receive cash in
lieu thereof.
Since CBF currently owns more than 90% of common stock of TIB
Financial Corp., under Delaware and Florida law, no vote of our
stockholders is required to complete the merger. CBF will determine
when and if the merger will ultimately take place.
About TIB Financial Corp.
Headquartered in Naples, Florida, TIB Financial Corp. is a
financial services company with a 21% equity method investment in
Capital Bank NA, a national banking association with approximately
$6.3 billion in total assets and 143 full-service banking offices
throughout southern Florida and the Florida Keys, North Carolina,
South Carolina, Tennessee and Virginia. TIB Financial Corp. is also
the parent company of Naples Capital Advisors, Inc., a registered
investment advisor.
To learn more about Capital Bank NA and Naples Capital Advisors,
Inc., visit www.capitalbank-us.com and
www.naplescapitaladvisors.com, respectively.
Copies of recent news releases, SEC filings, price quotes, stock
charts and other valuable information may be found on TIB's
investor relations site at www.capitalbank-us.com. For more
information, contact Christopher G. Marshall, Chief Financial
Officer, at (704) 554-5901.
Information in this press release contains forward-looking
statements. Such forward looking statements can be identified by
the use of forward looking terminology such as "may," "will,"
"expect," "anticipate," "estimate," "believe," or "continue," or
the negative thereof or other variations thereof or comparable
terminology. These statements involve risks and uncertainties that
could cause actual results to differ materially, including without
limitation, market and economic conditions, the management of our
growth, the risks associated with Capital Bank NA's loan portfolio
and real estate holdings, local economic conditions affecting
retail and commercial real estate, the ability to integrate our new
management and directors without encountering potential
difficulties, the Company's geographic concentration in the
southeastern region of the United States, ability to integrate the
operations of the Bank with those of Capital Bank, NA, the
potential for the interests of the other shareholders of Capital
Bank, NA to differ from those of the Company, restrictions imposed
by Capital Bank, NA's loss sharing agreements with the FDIC, the
assumptions and judgments required by loss share accounting and the
acquisition method of accounting, competition within the industry,
dependence on key personnel, government legislation and regulation,
the risks associated with identification, completion and
integration of any future acquisitions, risks related to Capital
Bank NA's technology and information systems, risks associated with
the controlling interest of NAFH in the Company, and risks
associated with the limited liquidity of the Company's common
stock. Additional factors that could cause actual results to differ
materially are discussed in the Company's filings with the
Securities and Exchange Commission, including without limitation
its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q
and its Current Reports on Form 8-K. The Company does not undertake
a duty to update any forward-looking statements in this press
release.
SUPPLEMENTAL FINANCIAL DATA IS ATTACHED
TIB FINANCIAL CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
For the Quarter Ended
June 30, March 31, December 31, September 30, June 30,
2012 2012 2011 2011 2011
-------- --------- ------------ ------------- --------
Interest and
dividend income $ 1 $ 2 $ 2 $ 10 $ 5,290
Interest expense 440 462 492 471 1,356
-------- --------- ------------ ------------- --------
NET INTEREST
INCOME (EXPENSE) (439) (460) (490) (461) 3,934
-------- --------- ------------ ------------- --------
Provision for
loan losses - - - - 136
-------- --------- ------------ ------------- --------
NON-INTEREST
INCOME:
Equity in
income of
Capital Bank,
NA 2,420 2,545 1,453 1,973 658
Investment
advisory and
trust fees 85 131 120 407 379
Service charges
on deposit
accounts - - - - 257
Fees on
mortgage loans
sold - - - - 144
Investment
securities
gains, net - - - - -
Other income - - - - 464
-------- --------- ------------ ------------- --------
Total non-
interest
income 2,505 2,676 1,573 2,380 1,902
-------- --------- ------------ ------------- --------
NON-INTEREST
EXPENSE:
Salaries &
employee
benefits 103 106 18 240 2,250
Net occupancy
expense 3 6 6 14 692
Foreclosed
asset related
expense - - - - 43
Impairment of
wealth
management
customer
relationship
intangible - - 2,872 - -
Merger related
costs 127 - - - -
Other expense 301 348 351 345 1,614
-------- --------- ------------ ------------- --------
Total non-
interest
expense 534 460 3,247 599 4,599
-------- --------- ------------ ------------- --------
Income (loss)
before income
taxes 1,532 1,756 (2,164) 1,320 1,101
Income tax
(benefit)
expense (369) (249) (1,345) (271) 141
-------- --------- ------------ ------------- --------
NET INCOME (LOSS) $ 1,901 $ 2,005 $ (819) $ 1,591 $ 960
-------- --------- ------------ ------------- --------
BASIC EARNINGS
(LOSS) PER
COMMON SHARE: $ 0.15 $ 0.16 $ (0.07) $ 0.13 $ 0.08
-------- --------- ------------ ------------- --------
DILUTED EARNINGS
(LOSS) PER
COMMON SHARE: $ 0.15 $ 0.16 $ (0.07) $ 0.13 $ 0.07
-------- --------- ------------ ------------- --------
TIB FINANCIAL CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Dollars and shares in thousands, except per share June 30, December 31,
data) 2012 2011
------------ ------------
Assets
Cash and due from banks $ 621 $ 1,159
Interest-bearing deposits with banks 651 1,062
------------ ------------
Cash and cash equivalents 1,272 2,221
Intangible assets, net 219 235
Accrued interest receivable and other assets 1,619 1,324
Equity method investment in Capital Bank, NA 206,536 200,812
------------ ------------
Total assets $ 209,646 $ 204,592
============ ============
Liabilities and Shareholders' Equity
Liabilities
Long-term borrowings $ 23,324 $ 23,176
Deferred income tax liability 3,589 3,641
Accrued interest payable and other liabilities 721 428
------------ ------------
Total liabilities 27,634 27,245
------------ ------------
Shareholders' Equity
Preferred stock - $.10 par value: 5,000 shares
authorized, none issued and outstanding - -
Common stock - $.10 par value: 50,000 shares
authorized, 12,350 issued and outstanding 1,235 1,235
Additional paid in capital 170,770 170,770
Retained earnings 7,266 3,360
Accumulated other comprehensive income 2,741 1,982
------------ ------------
Total shareholders' equity 182,012 177,347
------------ ------------
------------ ------------
Total Liabilities and Shareholders' Equity $ 209,646 $ 204,592
============ ============
TIB FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Dollars and shares in thousands, except per share data)
As of or For the Quarter Ended
----------------------------------------------------------
June 30, March 31, December 31, September 30, June 30,
2012 2012 2011 2011 2011
-------- --------- ------------ ------------- --------
Net loan charge-
offs $ - $ - $ - $ - $ 14
Total interest-
earning assets $ 651 $ 874 $ 1,062 $ 1,186 $ 5,124
Goodwill and
intangibles,
net of
accumulated
amortization $ 219 $ 227 $ 235 $ 3,198 $ 3,288
Tax equivalent
net interest
margin NM NM NM NM 3.08%
Non-interest
expense/tax
equivalent net
interest income
and non-
interest income 25.85% 20.76% 34.63% 31.21% 78.80%
Average diluted
common shares 12,350 12,350 12,350 12,350 13,430
End of quarter
common shares
outstanding 12,350 12,350 12,350 12,350 12,350
Total equity $182,012 $ 178,836 $ 177,347 $ 178,286 $180,036
Book value per
common share $ 14.74 $ 14.48 $ 14.36 $ 14.43 $ 14.58
Tangible book
value per
common share $ 12.46 $ 12.19 $ 12.06 $ 12.07 $ 11.86
Tier 1 capital
to average
assets -
Capital Bank,
NA 11.4% 10.8% 10.4% 13.8% 10.5%
Tier 1 capital
to risk
weighted assets
- Capital Bank,
NA 16.4% 16.1% 15.8% 16.0% 17.0%
Total capital to
risk weighted
assets -
Capital Bank,
NA 17.6% 17.2% 16.7% 16.5% 17.5%
Total assets $209,646 $ 206,258 $ 204,592 $ 206,495 $210,103
CONTACT: Christopher G. Marshall Chief Financial Officer Phone:
(704) 554-5901 E-mail: cmarshall@nafhinc.com
Tib Financial Corp. (MM) (NASDAQ:TIBB)
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