##### Table of Contents



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
SEPTEMBER 30, 2002 |  | Commission File Number
0-29132

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.)

99451 OVERSEAS HIGHWAY, KEY LARGO, FLORIDA 33037-7808




(Address of principal executive offices) (Zip Code)


Registrants telephone number, including area code: 305-451-4660

Not Applicable




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


Indicate by mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES   x   
NO   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 |  | 4,020,525                         
|                              |  |                                   
|Class                         |  | Outstanding as of November 1, 2002





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TABLE OF CONTENTS



|                                         |  |  |  |  |  |  |  | 
|---------------------------------------- |  |  |  |  |  |  |  | 
|Part I. FINANCIAL INFORMATION           
|Item 1. Financial Statements            
|Part II. OTHER INFORMATION              
|Item 4. CONTROLS AND PROCEDURES         
|Item 6. EXHIBITS AND REPORTS ON FORM 8-K
|SIGNATURES                              
|CERTIFICATIONS                          
|Accountants' Report                     
|CEO Certification                       
|CFO Certification                       



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##### Table of Contents






Part I. FINANCIAL INFORMATION




Item 1. Financial Statements

TIB FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS

|                                                                                                  |                                            |                            |             |                    |             |                   |             |             |             | 
|------------------------------------------------------------------------------------------------- | ------------------------------------------ | -------------------------- | ----------- | ------------------ | ----------- | ----------------- | ----------- | ----------- | ----------- | 
|                                                                                                  |                                            |                            |             | September 30, 2002 |             | December 31, 2001
|                                                                                                  |                                            |                            |             |                    |             |                  
|                                                                                                  |                                            |                            |             | (Unaudited)        |             |                   |             |            
|ASSETS                                                                                            |                                            |                            |             |                    |             |                   |             |            
|Cash and due from banks                                                                           |                                            | $                          | 19,462,184  |                    |             | $                 | 21,269,909  |            
|Federal funds sold                                                                                |                                            |                            | 17,373,000  |                    |             |                   |            |            
|Investment securities held to maturity                                                            |                                            |                            |            |                    |             |                   | 18,505,912  |            
|Investment securities available for sale                                                          |                                            |                            | 54,651,279  |                    |             |                   | 35,473,748  |            
|Loans, net of deferred loan costs and fees                                                        |                                            |                            | 410,290,954 |                    |             |                   | 378,946,753 |            
|Less: allowance for loan losses                                                                   |                                            |                            | 4,001,763   |                    |             |                   | 3,793,842   |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|                                                                                                  | Loans, net                                 |                            |             | 406,289,191        |             |                   |             | 375,152,911 |            
|Premises and equipment, net                                                                       |                                            |                            | 18,571,226  |                    |             |                   | 17,633,154  |            
|Goodwill                                                                                          |                                            |                            | 2,305,405   |                    |             |                   | 2,305,405   |            
|Intangible assets, net                                                                            |                                            |                            | 2,055,291   |                    |             |                   | 2,276,006   |            
|Other assets                                                                                      |                                            |                            | 23,577,774  |                    |             |                   | 21,375,200  |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|                                                                                                  | TOTAL ASSETS                               |                            | $           | 544,285,350        |             |                   | $           | 493,992,245 |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|LIABILITIES                                                                                       |                                            |                            |             |                    |             |                   |             |            
|Deposits:                                                                                         |                                            |                            |             |                    |             |                   |             |            
|                                                                                                  | Noninterest-bearing demand                 |                            |             | 93,399,199         |             |                   | $           | 82,110,626  |            
|                                                                                                  | Interest-bearing demand and money market   |                            |             | 179,990,542        |             |                   |             | 175,742,070 |            
|                                                                                                  | Savings                                    |                            |             | 31,312,701         |             |                   |             | 26,132,494  |            
|                                                                                                  | Time deposits of $100,000 or more          |                            |             | 69,567,511         |             |                   |             | 56,345,992  |            
|                                                                                                  | Other time deposits                        |                            |             | 87,646,431         |             |                   |             | 75,404,677  |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|                                                                                                  |                                            | Total Deposits             |             |                    | 461,916,384 |                   |             |             | 415,735,859 | 
|Federal Home Loan Bank advances                                                                   |                                            |                            | 20,000,000  |                    |             |                   | 25,000,000  |            
|Short-term borrowings                                                                             |                                            |                            | 5,681,124   |                    |             |                   | 733,760     |            
|Notes payable                                                                                     |                                            |                            | 5,250,000   |                    |             |                   | 5,250,000   |            
|Trust preferred securities                                                                        |                                            |                            | 13,000,000  |                    |             |                   | 13,000,000  |            
|Other liabilities                                                                                 |                                            |                            | 5,831,790   |                    |             |                   | 5,600,534   |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|                                                                                                  | TOTAL LIABILITIES                          |                            |             | 511,679,298        |             |                   |             | 465,320,153 |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|STOCKHOLDERS EQUITY                                                                              |                                            |                            |             |                    |             |                   |             |            
|Common stock  $.10 par value: 7,500,000 shares
authorized, 4,018,125 and 3,946,100 shares
issued |                                            |                            | 401,812     |                    |             |                   | 394,610     |            
|Additional paid in capital                                                                        |                                            |                            | 8,697,753   |                    |             |                   | 8,221,937   |            
|Retained earnings                                                                                 |                                            |                            | 22,243,487  |                    |             |                   | 20,019,145  |            
|Accumulated other comprehensive income                                                            |                                            |                            | 1,263,000   |                    |             |                   | 36,400      |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|                                                                                                  |                                            | TOTAL STOCKHOLDERS EQUITY |             |                    | 32,606,052  |                   |             |             | 28,672,092  | 
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            
|                                                                                                  | TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY |                            | $           | 544,285,350        |             |                   | $           | 493,992,245 |            
|                                                                                                  |                                            |                            |             |                    |             |                   |             |            

(See notes to consolidated financial statements)

1



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##### Table of Contents



TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |            |           | 
|-------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------------- | --------- | ------------------ | ------- | ----------------- | --------- | --------- | ------- | ---- | ---------- | ---------- | --------- | - | ---------- | ---------- | --------- | 
|                                                                                       |                                                     |                                               |           | Three months ended |         | Nine months ended
|                                                                                       |                                                     |                                               |           | September 30,      |         | September 30,    
|                                                                                       |                                                     |                                               |           |                    |         |                  
|                                                                                       |                                                     |                                               |           | 2002               |         | 2001              |           | 2002      |         | 2001
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |     
|INTEREST INCOME                                                                        |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|Loans, including fees                                                                  |                                                     | $                                             | 7,002,674 |                    |         | $                 | 7,326,628 |           |         | $    | 20,421,818 |            |           | $ | 22,035,054 |           
|Investment securities:                                                                 |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       |                                                     | U.S. Treasury securities                      |           |                    | 40,160  |                   |           |           | 41,390  |      |            |            | 122,119   |   |            |            | 120,548   | 
|                                                                                       |                                                     | U.S. Government agencies and corporations     |           |                    | 542,842 |                   |           |           | 688,146 |      |            |            | 1,759,617 |   |            |            | 2,291,790 | 
|                                                                                       |                                                     | States and political subdivisions, tax-exempt |           |                    | 65,705  |                   |           |           | 68,725  |      |            |            | 198,657   |   |            |            | 205,854   | 
|                                                                                       |                                                     | States and political subdivisions, taxable    |           |                    | 106,498 |                   |           |           | 89,697  |      |            |            | 282,759   |   |            |            | 204,615   | 
|                                                                                       |                                                     | Other investments                             |           |                    | 19,849  |                   |           |           | 86,299  |      |            |            | 107,197   |   |            |            | 186,843   | 
|Interest bearing deposits in other bank                                                |                                                     |                                               | 1,026     |                    |         |                   | 337       |           |         |      | 4,094      |            |           |   | 2,022      |           
|Federal funds sold                                                                     |                                                     |                                               | 116,796   |                    |         |                   | 142,158   |           |         |      | 267,854    |            |           |   | 885,904    |           
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | TOTAL INTEREST INCOME                               |                                               |           | 7,895,550          |         |                   |           | 8,443,380 |         |      |            | 23,164,115 |           |   |            | 25,932,630 |          
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|INTEREST EXPENSE                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|Interest-bearing demand and money market                                               |                                                     |                                               | 559,213   |                    |         |                   | 1,219,752 |           |         |      | 1,530,117  |            |           |   | 4,404,706  |           
|Savings                                                                                |                                                     |                                               | 59,167    |                    |         |                   | 118,008   |           |         |      | 170,266    |            |           |   | 370,931    |           
|Time deposits of $100,000 or more                                                      |                                                     |                                               | 688,476   |                    |         |                   | 878,884   |           |         |      | 2,028,955  |            |           |   | 2,881,197  |           
|Other time deposits                                                                    |                                                     |                                               | 831,951   |                    |         |                   | 1,131,640 |           |         |      | 2,498,307  |            |           |   | 3,713,427  |           
|Long term debt  trust preferred securities                                            |                                                     |                                               | 285,062   |                    |         |                   | 277,028   |           |         |      | 855,628    |            |           |   | 705,632    |           
|Federal Home Loan Bank advances                                                        |                                                     |                                               | 95,372    |                    |         |                   |          |           |         |      | 293,840    |            |           |   |           |           
|Notes payable                                                                          |                                                     |                                               | 121,243   |                    |         |                   | 174,910   |           |         |      | 359,792    |            |           |   | 519,042    |           
|Short-term borrowings                                                                  |                                                     |                                               | 16,445    |                    |         |                   | 15,117    |           |         |      | 28,971     |            |           |   | 43,734     |           
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | TOTAL INTEREST EXPENSE                              |                                               |           | 2,656,929          |         |                   |           | 3,815,339 |         |      |            | 7,765,876  |           |   |            | 12,638,669 |          
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | NET INTEREST INCOME                                 |                                               |           | 5,238,621          |         |                   |           | 4,628,041 |         |      |            | 15,398,239 |           |   |            | 13,293,961 |          
|PROVISION FOR LOAN LOSSES                                                              |                                                     |                                               | 125,000   |                    |         |                   | 335,000   |           |         |      | 407,000    |            |           |   | 605,000    |           
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES |                                               |           | 5,113,621          |         |                   |           | 4,293,041 |         |      |            | 14,991,239 |           |   |            | 12,688,961 |          
|OTHER INCOME                                                                           |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|Service charges on deposit accounts                                                    |                                                     |                                               | 547,556   |                    |         |                   | 545,565   |           |         |      | 1,625,138  |            |           |   | 1,670,352  |           
|Investment securities gains, net                                                       |                                                     |                                               | 5,118     |                    |         |                   | 284,339   |           |         |      | 143,245    |            |           |   | 286,205    |           
|Merchant bankcard processing income                                                    |                                                     |                                               | 961,952   |                    |         |                   | 890,699   |           |         |      | 3,421,796  |            |           |   | 3,223,976  |           
|Gain on sale of government guaranteed loans                                            |                                                     |                                               |          |                    |         |                   | 20,465    |           |         |      | 23,179     |            |           |   | 55,022     |           
|Fees on mortgage loans sold at origination                                             |                                                     |                                               | 404,985   |                    |         |                   | 214,096   |           |         |      | 1,078,363  |            |           |   | 731,669    |           
|Commissions on sales by Keys Insurance Agency, Inc.                                    |                                                     |                                               | 488,257   |                    |         |                   | 410,571   |           |         |      | 1,422,970  |            |           |   | 1,131,901  |           
|Retail investment services                                                             |                                                     |                                               | 36,862    |                    |         |                   | 77,853    |           |         |      | 168,281    |            |           |   | 152,057    |           
|Equity in loss, including goodwill amortization, from
investment in ERAS Joint Venture |                                                     |                                               |          |                    |         |                   | (75,963   | )         |         |      | (1,570     | )          |           |   | (172,728   | )         
|Other income                                                                           |                                                     |                                               | 287,530   |                    |         |                   | 494,272   |           |         |      | 872,197    |            |           |   | 1,056,744  |           
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | TOTAL OTHER INCOME                                  |                                               |           | 2,732,260          |         |                   |           | 2,861,897 |         |      |            | 8,753,599  |           |   |            | 8,135,198  |          
|OTHER EXPENSE                                                                          |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|Salaries and employee benefits                                                         |                                                     |                                               | 2,894,743 |                    |         |                   | 2,574,623 |           |         |      | 8,430,040  |            |           |   | 7,411,584  |           
|Net occupancy expense                                                                  |                                                     |                                               | 1,006,880 |                    |         |                   | 898,284   |           |         |      | 2,932,015  |            |           |   | 2,513,454  |           
|Other expense                                                                          |                                                     |                                               | 2,162,600 |                    |         |                   | 2,091,308 |           |         |      | 7,075,841  |            |           |   | 6,637,637  |           
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | TOTAL OTHER EXPENSE                                 |                                               |           | 6,064,223          |         |                   |           | 5,564,215 |         |      |            | 18,437,896 |           |   |            | 16,562,675 |          
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | INCOME BEFORE INCOME TAX EXPENSE                    |                                               |           | 1,781,658          |         |                   |           | 1,590,723 |         |      |            | 5,306,942  |           |   |            | 4,261,484  |          
|INCOME TAX EXPENSE                                                                     |                                                     |                                               | 561,000   |                    |         |                   | 557,600   |           |         |      | 1,793,800  |            |           |   | 1,489,100  |           
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|                                                                                       | NET INCOME                                          |                                               | $         | 1,220,658          |         |                   | $         | 1,033,123 |         |      | $          | 3,513,142  |           |   | $          | 2,772,384  |          
|                                                                                       |                                                     |                                               |           |                    |         |                   |           |           |         |      |            |            |           |   |            |           
|BASIC EARNINGS PER SHARE:                                                              |                                                     | $                                             | 0.30      |                    |         | $                 | 0.26      |           |         | $    | 0.88       |            |           | $ | 0.71       |           
|DILUTED EARNINGS PER SHARE:                                                            |                                                     | $                                             | 0.29      |                    |         | $                 | 0.25      |           |         | $    | 0.85       |            |           | $ | 0.68       |           

(See notes to consolidated financial statements)

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##### Table of Contents



TIB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)

|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           |  |  | 
|----------------------------------------------- | ----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ---------- | --------- | --------- | ------ | - | ------------- | --------- | ------------- | ---------- | ------------- |  | ------- | --------- | ----------- |  | - | ------- |  |  | ---------- | --------- |  |  | 
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           | Accumulated |  |   |         |  |  |            |           | 
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           | Other       |  |   |         |  |  | Additional
|                                                |                                                             |                                                                                                                           |            |           |           |        |   | Comprehensive |           | Retained      |            | Comprehensive |  | Common  |           | Paid in    
|                                                |                                                             |                                                                                                                           |            | Total     |           | Income |   | Earnings      |           | Income (Loss) |            | Stock         |  | Capital
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |        
|Balance at December 31, 2001                    |                                                             | $                                                                                                                         | 28,672,092 |           |           |        |   |               |           | $             | 20,019,145 |               |  | $       | 36,400    |             |  | $ | 394,610 |  |  | $          | 8,221,937 | 
|Comprehensive Income                            |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           | 
|                                                | Net Income                                                  |                                                                                                                           |            | 3,513,142 |           |        | $ | 3,513,142     |           |               |            | 3,513,142     |  |         |           |             |  |   |         |  |  |            |           |  | 
|                                                | Other comprehensive income, net of tax
expense of $739,100: |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           |  | 
|                                                |                                                             | Unrealized holding gain on securities
transferred into the available for
sale category from the held to
maturity category |            |           | 270,480   |        |   |               | 270,480   |               |            |               |  |         |           |             |  |   |         |  |  |            |           |  |  | 
|                                                |                                                             | Net market valuation adjustment on
securities available for sale                                                          |            |           | 1,045,504 |        |   |               | 1,045,504 |               |            |               |  |         |           |             |  |   |         |  |  |            |           |  |  | 
|                                                |                                                             | Less: reclassification adjustment
for gains included in net income                                                        |            |           | (89,384   | )      |   |               | (89,384   | )             |            |               |  |         |           |             |  |   |         |  |  |            |           |  |  | 
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           | 
|                                                | Other comprehensive income, net of tax                      |                                                                                                                           |            |           |           |        |   | 1,226,600     |           |               |            |               |  |         |           | 1,226,600   |  |   |         |  |  |            |           |  | 
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           | 
|                                                | Comprehensive income                                        |                                                                                                                           |            |           |           |        | $ | 4,739,742     |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           |  | 
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           | 
|Exercise of stock options                       |                                                             |                                                                                                                           | 479,993    |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   | 7,202   |  |  |            | 472,791   | 
|Income tax benefit from stock options exercised |                                                             |                                                                                                                           | 3,025      |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            | 3,025     | 
|Cash dividends declared, $.3225 per share       |                                                             |                                                                                                                           | (1,288,800 | )         |           |        |   |               |           |               | (1,288,800 | )             |  |         |           |             |  |   |         |  |  |            |           | 
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           | 
|Balance at September 30, 2002                   |                                                             | $                                                                                                                         | 32,606,052 |           |           |        |   |               |           | $             | 22,243,487 |               |  | $       | 1,263,000 |             |  | $ | 401,812 |  |  | $          | 8,697,753 | 
|                                                |                                                             |                                                                                                                           |            |           |           |        |   |               |           |               |            |               |  |         |           |             |  |   |         |  |  |            |           | 

|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           |  |  | 
|------------------------------------------------------------- | ---------------------------------------------------------- | ---------------------------------------------------------------- | ---------- | --------- | ------- | ------ | - | ------------- | ------- | ------------- | ---------- | ------------- |  | ------- | ------- | ----------- | ------- | - | ------- |  |  | ---------- | --------- |  |  | 
|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         | Accumulated |         |   |         |  |  |            |           | 
|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         | Other       |         |   |         |  |  | Additional
|                                                              |                                                            |                                                                  |            |           |         |        |   | Comprehensive |         | Retained      |            | Comprehensive |  | Common  |         | Paid in    
|                                                              |                                                            |                                                                  |            | Total     |         | Income |   | Earnings      |         | Income (Loss) |            | Stock         |  | Capital
|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |        
|Balance at December 31, 2000                                  |                                                            | $                                                                | 26,236,654 |           |         |        |   |               |         | $             | 17,815,366 |               |  | $       | 145,000 |             |         | $ | 390,241 |  |  | $          | 7,886,047 | 
|Comprehensive Income                                          |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           | 
|                                                              | Net Income                                                 |                                                                  |            | 2,772,384 |         |        | $ | 2,772,384     |         |               |            | 2,772,384     |  |         |         |             |         |   |         |  |  |            |           |  | 
|                                                              | Other comprehensive income, net of tax
benefit of $52,000: |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           |  | 
|                                                              |                                                            | Net market valuation adjustment on
securities available for sale |            |           | (85,000 | )      |   |               | (85,000 | )             |            |               |  |         |         |             | (85,000 | ) |         |  |  |            |           |  |  | 
|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           | 
|                                                              | Comprehensive income                                       |                                                                  |            |           |         |        | $ | 2,687,384     |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           |  | 
|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           | 
|Exercise of stock options                                     |                                                            |                                                                  | 187,025    |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   | 3,175   |  |  |            | 183,850   | 
|Income tax benefit from stock options exercised               |                                                            |                                                                  | 36,688     |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            | 36,688    | 
|Issuance of stock for BonData Group Limited,
Inc. acquisition |                                                            |                                                                  | 68,244     |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   | 564     |  |  |            | 67,680    | 
|Cash dividends declared, $.3225 per share                     |                                                            |                                                                  | (1,266,354 | )         |         |        |   |               |         |               | (1,266,354 | )             |  |         |         |             |         |   |         |  |  |            |           | 
|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           | 
|Balance at September 30, 2001                                 |                                                            | $                                                                | 27,949,641 |           |         |        |   |               |         | $             | 19,321,396 |               |  | $       | 60,000  |             |         | $ | 393,980 |  |  | $          | 8,174,265 | 
|                                                              |                                                            |                                                                  |            |           |         |        |   |               |         |               |            |               |  |         |         |             |         |   |         |  |  |            |           | 

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

|                                                                                           |                                                                             |   |                                 |             |      |   |             |             |  
|------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------- | - | ------------------------------- | ----------- | ---- | - | ----------- | ----------- | -
|                                                                                           |                                                                             |   | For the nine month period ended
|                                                                                           |                                                                             |   | September 30,                  
|                                                                                           |                                                                             |   |                                
|                                                                                           |                                                                             |   | 2002                            |             | 2001
|                                                                                           |                                                                             |   |                                 |             |     
|CASH FLOWS FROM OPERATING ACTIVITIES                                                       |                                                                             |   |                                 |             |      |   |             |            
|Net Income                                                                                 |                                                                             | $ | 3,513,142                       |             |      | $ | 2,772,384   |            
|Adjustments to reconcile net income to net cash provided by operating activities:          |                                                                             |   |                                 |             |      |   |             |            
|                                                                                           | Net amortization of investments                                             |   |                                 | 75,961      |      |   |             | 38,873      |  
|                                                                                           | Amortization of intangible assets                                           |   |                                 | 220,715     |      |   |             | 335,824     |  
|                                                                                           | Depreciation of premises and equipment                                      |   |                                 | 1,133,362   |      |   |             | 1,017,336   |  
|                                                                                           | Provision for loan losses                                                   |   |                                 | 407,000     |      |   |             | 605,000     |  
|                                                                                           | Deferred income tax provision (benefit)                                     |   |                                 | (182,768    | )    |   |             | (186,100    | )
|                                                                                           | Deferred net loan fees/costs                                                |   |                                 | (360,946    | )    |   |             | (361,111    | )
|                                                                                           | Investment securities (gains), net                                          |   |                                 | (143,245    | )    |   |             | (286,205    | )
|                                                                                           | Net gain on sale/disposal of premises and equipment                         |   |                                 | (2,493      | )    |   |             | (71,078     | )
|                                                                                           | Gain on sales of government guaranteed loans, net                           |   |                                 | (23,179     | )    |   |             | (55,022     | )
|                                                                                           | (Gain) loss on sale of servicing rights                                     |   |                                 | 2,532       |      |   |             | (163,071    | )
|                                                                                           | Net proceeds received from servicing rights sale                            |   |                                 | 33,079      |      |   |             |            |  
|                                                                                           | Increase in other assets                                                    |   |                                 | (2,802,727  | )    |   |             | (783,760    | )
|                                                                                           | Increase in other liabilities                                               |   |                                 | 233,178     |      |   |             | 198,956     |  
|                                                                                           | Equity in loss, including goodwill amortization, from investment in
ERAS JV |   |                                 | 1,570       |      |   |             | 172,728     |  
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            
|                                                                                           | NET CASH PROVIDED BY OPERATING ACTIVITIES                                   |   |                                 | 2,105,181   |      |   |             | 3,234,754   |  
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                                       |                                                                             |   |                                 |             |      |   |             |            
|Purchases of investment securities held to maturity                                        |                                                                             |   |                                |             |      |   | (223,609    | )          
|Purchases of investment securities available for sale                                      |                                                                             |   | (19,194,484                     | )           |      |   | (19,418,629 | )          
|Repayments of principal and maturities of investment securities available for sale         |                                                                             |   | 8,530,057                       |             |      |   | 5,350,598   |            
|Sales of investment securities available for sale                                          |                                                                             |   | 12,025,792                      |             |      |   | 15,838,469  |            
|Maturities of investment securities held to maturity                                       |                                                                             |   |                                |             |      |   | 16,500,000  |            
|Proceeds from sales of government guaranteed loans                                         |                                                                             |   | 541,980                         |             |      |   | 1,196,283   |            
|Loans originated or acquired, net of principal repayments                                  |                                                                             |   | (31,701,135                     | )           |      |   | (57,388,036 | )          
|Purchases of premises and equipment                                                        |                                                                             |   | (2,097,041                      | )           |      |   | (3,915,783  | )          
|Surrender value of purchased life insurance policies                                       |                                                                             |   |                                |             |      |   | (820,000    | )          
|Purchase of BonData Group Limited, Inc.                                                    |                                                                             |   |                                |             |      |   | (204,750    | )          
|Sales of premises and equipment                                                            |                                                                             |   | 28,100                          |             |      |   | 16,398      |            
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            
|                                                                                           | NET CASH USED IN INVESTING ACTIVITIES                                       |   |                                 | (31,866,731 | )    |   |             | (43,069,059 | )
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                                       |                                                                             |   |                                 |             |      |   |             |            
|Net increase in federal funds purchased and securities sold under agreements to
repurchase |                                                                             |   | 4,947,364                       |             |      |   | 958,550     |            
|Net decrease in FHLB advances                                                              |                                                                             |   | (5,000,000                      | )           |      |   |            |            
|Net increase in demand, money market and savings accounts                                  |                                                                             |   | 20,717,252                      |             |      |   | 33,125,159  |            
|Net increase (decrease) in time deposits                                                   |                                                                             |   | 25,463,273                      |             |      |   | (8,412,144  | )          
|Proceeds from issuance of trust preferred                                                  |                                                                             |   |                                |             |      |   | 5,000,000   |            
|Debt issuance costs paid                                                                   |                                                                             |   |                                |             |      |   | (170,816    | )          
|Proceeds from exercise of stock options                                                    |                                                                             |   | 479,993                         |             |      |   | 187,025     |            
|Cash dividends paid                                                                        |                                                                             |   | (1,281,057                      | )           |      |   | (1,262,334  | )          
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            
|                                                                                           | NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |   |                                 | 45,326,825  |      |   |             | 29,425,440  |  
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       |                                                                             |   | 15,565,275                      |             |      |   | (10,408,865 | )          
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           |                                                                             |   | 21,269,909                      |             |      |   | 23,565,494  |            
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                 |                                                                             | $ | 36,835,184                      |             |      | $ | 13,156,629  |            
|                                                                                           |                                                                             |   |                                 |             |      |   |             |            

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

|                                        |              |  |   |           |  |  |   |            | 
|--------------------------------------- | ------------ |  | - | --------- |  |  | - | ---------- | 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOWS: |              |  |   |           |  |  |   |           
|Cash paid for:                          |              |  |   |           |  |  |   |           
|                                        | Interest     |  | $ | 8,620,180 |  |  | $ | 13,303,739 | 
|                                        | Income taxes |  |   | 2,091,000 |  |  |   | 1,880,000  | 

In June 2002, the Company transferred investment securities in the held to
maturity category with a book value totaling $18,507,916 to the available for
sale category.

(See notes to consolidated financial statements)

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TIB FINANCIAL CORP.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(Unaudited)

NOTE 1  BASIS OF PRESENTATION

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. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine months ended September 30, 2002
are not necessarily indicative of trends or results to be expected for the year
ended December 31, 2002. For further information, refer to the Companys
consolidated financial statements and footnotes thereto for the year ended
December 31, 2001.

The consolidated statements include the accounts of TIB Financial Corp. and its
wholly-owned subsidiaries, TIB Bank of the Keys, TIB Software and Services,
Inc., TIBFL Statutory Trust I, TIBFL Statutory Trust II, and Keys Insurance
Agency, Inc. and the Banks two subsidiaries, TIB Government Loan Specialists,
Inc. and TIB Investment Center Inc., collectively known as the Company. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

Certain amounts previously reported on have been reclassified to conform with
current period presentation.

NOTE 2  INVESTMENT SECURITIES

Securities available-for-sale are securities which management believes may be
sold prior to maturity for liquidity or other reasons and are reported at fair
value, with unrealized gains and losses, net of related income taxes, reported
as a separate component of stockholders equity. Securities held-to-maturity
are those securities for which management has both the ability and intent to
hold to maturity and are carried at amortized cost.

In June 2002, the Company transferred all investments securities in the
held-to-maturity category with a book value totaling $18,507,916 to the
available-for-sale category. The difference between amortized historical cost
and fair value for this portfolio of $433,461 was recorded net of tax in other
comprehensive income. Therefore, there were no securities classified as
held-to-maturity at September 30, 2002.

The amortized cost and estimated fair value of investment securities
held-to-maturity at December 31, 2001 is presented below:

|                                          |  |                   |            |            |  |            |         |       |  |   |   |  |  |   |            | 
|----------------------------------------- |  | ----------------- | ---------- | ---------- |  | ---------- | ------- | ----- |  | - | - |  |  | - | ---------- | 
|                                          |  | December 31, 2001
|                                          |  |                  
|                                          |  | Amortized         |            | Unrealized |  | Unrealized |         | Fair 
|                                          |  | Cost              |            | Gains      |  | Losses     |         | Value
|                                          |  |                   |            |            |  |            |         |      
|U.S. Treasury securities                  |  | $                 | 205,897    |            |  | $          | 4,572   |       |  | $ |  |  |  | $ | 210,469    | 
|U.S. Government
agencies and
corporations |  |                   | 16,674,255 |            |  |            | 297,653 |       |  |   |  |  |  |   | 16,971,908 | 
|Other investments                         |  |                   | 1,625,760  |            |  |            |        |       |  |   |  |  |  |   | 1,625,760  | 
|                                          |  |                   |            |            |  |            |         |       |  |   |   |  |  |   |            | 
|                                          |  | $                 | 18,505,912 |            |  | $          | 302,225 |       |  | $ |  |  |  | $ | 18,808,137 | 
|                                          |  |                   |            |            |  |            |         |       |  |   |   |  |  |   |            | 

Other investments consist of stock in the Independent Bankers Bank of Florida
and the Federal Home Loan Bank of Atlanta.

The amortized cost and estimated fair value of investment securities available
for sale at September 30, 2002 and December 31, 2001 are presented below:

|                                             |  |                    |            |            |  |            |           |       |  |   |   |  |  |   |            | 
|-------------------------------------------- |  | ------------------ | ---------- | ---------- |  | ---------- | --------- | ----- |  | - | - |  |  | - | ---------- | 
|                                             |  | September 30, 2002
|                                             |  |                   
|                                             |  | Amortized          |            | Unrealized |  | Unrealized |           | Fair 
|                                             |  | Cost               |            | Gains      |  | Losses     |           | Value
|                                             |  |                    |            |            |  |            |           |      
|U.S. Treasury securities                     |  | $                  | 205,080    |            |  | $          | 10,706    |       |  | $ |  |  |  | $ | 215,786    | 
|U.S. Government agencies and corporations    |  |                    | 23,240,957 |            |  |            | 876,487   |       |  |   |  |  |  |   | 24,117,444 | 
|States and political
subdivisions-tax-exempt |  |                    | 5,520,607  |            |  |            | 399,271   |       |  |   |  |  |  |   | 5,919,878  | 
|States and political subdivisions-taxable    |  |                    | 6,767,142  |            |  |            | 160,201   |       |  |   |  |  |  |   | 6,927,343  | 
|Mortgage-backed securities                   |  |                    | 15,267,733 |            |  |            | 577,335   |       |  |   |  |  |  |   | 15,845,068 | 
|Other investments                            |  |                    | 1,625,760  |            |  |            |          |       |  |   |  |  |  |   | 1,625,760  | 
|                                             |  |                    |            |            |  |            |           |       |  |   |   |  |  |   |            | 
|                                             |  | $                  | 52,627,279 |            |  | $          | 2,024,000 |       |  | $ |  |  |  | $ | 54,651,279 | 
|                                             |  |                    |            |            |  |            |           |       |  |   |   |  |  |   |            | 

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|                                             |  |                   |            |            |  |            |         |       |  |   |         |  |  |   |            | 
|-------------------------------------------- |  | ----------------- | ---------- | ---------- |  | ---------- | ------- | ----- |  | - | ------- |  |  | - | ---------- | 
|                                             |  | December 31, 2001
|                                             |  |                  
|                                             |  | Amortized         |            | Unrealized |  | Unrealized |         | Fair 
|                                             |  | Cost              |            | Gains      |  | Losses     |         | Value
|                                             |  |                   |            |            |  |            |         |      
|U.S. Treasury securities                     |  | $                 | 3,017,174  |            |  | $          | 71,896  |       |  | $ |        |  |  | $ | 3,089,070  | 
|U.S. Government agencies and corporations    |  |                   | 105,757    |            |  |            | 712     |       |  |   |        |  |  |   | 106,469    | 
|States and political
subdivisions-tax-exempt |  |                   | 5,742,409  |            |  |            | 90,163  |       |  |   | 693     |  |  |   | 5,831,879  | 
|States and political subdivisions-taxable    |  |                   | 5,016,978  |            |  |            | 49,216  |       |  |   | 269,075 |  |  |   | 4,797,119  | 
|Mortgage-backed securities                   |  |                   | 18,359,772 |            |  |            | 84,675  |       |  |   | 5,236   |  |  |   | 18,439,211 | 
|Corporate bonds                              |  |                   | 3,173,358  |            |  |            | 36,642  |       |  |   |        |  |  |   | 3,210,000  | 
|                                             |  |                   |            |            |  |            |         |       |  |   |         |  |  |   |            | 
|                                             |  | $                 | 35,415,448 |            |  | $          | 333,304 |       |  | $ | 275,004 |  |  | $ | 35,473,748 | 
|                                             |  |                   |            |            |  |            |         |       |  |   |         |  |  |   |            | 

Other investments consist of stock in the Independent Bankers Bank of Florida
and the Federal Home Loan Bank of Atlanta.

NOTE 3  LOANS

Loans are reported at the gross amount outstanding, reduced by net deferred
loan costs and fees and an allowance for loan losses. Interest income on loans
is recognized over the terms of the loans based on the unpaid daily principal
amount outstanding. If the collectibility of interest appears doubtful, the
accrual thereof is discontinued. Loan origination fees, net of direct loan
origination costs, are deferred and recognized as income over the life of the
related loan on a level-yield basis. Gains on sales of government guaranteed
loans are recognized as income when the sale occurs.

Major classifications of loans are as follows:

|                               |                                          |  |                    |             |                   |  |            |             | 
|------------------------------ | ---------------------------------------- |  | ------------------ | ----------- | ----------------- |  | ---------- | ----------- | 
|                               |                                          |  | September 30, 2002 |             | December 31, 2001
|                               |                                          |  |                    |             |                  
|Real estate mortgage loans:    |                                          |  |                    |             |                   |  |            |            
|                               | Commercial                               |  | $                  | 242,555,496 |                   |  | $          | 233,025,987 | 
|                               | Residential                              |  |                    | 70,444,458  |                   |  |            | 68,372,957  | 
|                               | Construction                             |  |                    | 18,536,355  |                   |  |            | 6,433,674   | 
|Commercial loans               |                                          |  | 47,077,972         |             |                   |  | 46,927,000 |            
|Consumer loans                 |                                          |  | 15,344,014         |             |                   |  | 9,636,806  |            
|Home equity loans              |                                          |  | 16,124,629         |             |                   |  | 14,707,222 |            
|                               |                                          |  |                    |             |                   |  |            |            
|                               | Total loans                              |  |                    | 410,082,924 |                   |  |            | 379,103,646 | 
|Net deferred loan costs (fees) |                                          |  | 208,030            |             |                   |  | (156,893   | )          
|                               |                                          |  |                    |             |                   |  |            |            
|                               | Loans, net of deferred loan costs (fees) |  | $                  | 410,290,954 |                   |  | $          | 378,946,753 | 
|                               |                                          |  |                    |             |                   |  |            |            

NOTE 4  ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through a provision for loan
losses charged to expense. The allowance represents an amount which, in
managements judgment, will be adequate to absorb probable losses on existing
loans that may become uncollectible. Managements judgment in determining the
adequacy of the allowance is based on evaluations of the collectibility of
loans and takes into consideration such factors as current economic conditions
that may affect the borrowers ability to pay, overall portfolio quality,
review of specific problem loans, and changes in the nature and volume of the
loan portfolio. Periodic revisions are made to the allowance when
circumstances which necessitate such revisions become known. Recognized losses
are charged to the allowance for loan losses, while subsequent recoveries are
added to the allowance.

As indicated above, the determination of the allowance for loan losses rests
upon managements judgment. Managements judgment is based upon a number of
assumptions, which are believed to be reasonable, but 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 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 the Companys allowance for loan losses. Such agencies may
require the Company to recognize additions to the allowance based on their
judgments about information available to them at the time of their examination.

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Activity in the allowance for loan losses for the nine months ended September
30, 2002 and September 30, 2001 follows:

|                                           |  |      |           |      |  |   |           |  
|------------------------------------------ |  | ---- | --------- | ---- |  | - | --------- | -
|                                           |  | 2002 |           | 2001
|                                           |  |      |           |     
|Balance, January 1                         |  | $    | 3,793,842 |      |  | $ | 3,267,873 |  
|Provision charged to expense               |  |      | 407,000   |      |  |   | 605,000   |  
|Loans charged off                          |  |      | (239,652  | )    |  |   | (401,279  | )
|Recoveries of loans previously charged off |  |      | 40,573    |      |  |   | 17,406    |  
|                                           |  |      |           |      |  |   |           |  
|Balance, September 30                      |  | $    | 4,001,763 |      |  | $ | 3,489,000 |  
|                                           |  |      |           |      |  |   |           |  

NOTE 5  EARNINGS PER SHARE AND COMMON STOCK

Basic earnings per share have been computed based on the weighted average
number of common equivalent shares outstanding during the period. Stock
options are considered to be common stock equivalents for purposes of
calculating diluted earnings per share.

The reconciliation of basic earnings per share to diluted earnings per share is
as follows:

|                                               |                                  |                                   |   |              |           |               |  |                  |           |  |   |      |     | 
|---------------------------------------------- | -------------------------------- | --------------------------------- | - | ------------ | --------- | ------------- |  | ---------------- | --------- |  | - | ---- | --- | 
|                                               |                                  |                                   |   | Net Earnings |           | Common Shares |  | Per Share Amount
|                                               |                                  |                                   |   |              |           |               |  |                 
|For the three months ended September 30, 2002: |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                               | Basic earnings per common share  |                                   | $ | 1,220,658    |           |               |  | 4,013,014        |           |  | $ | .30  |    
|                                               | Effect of dilutive stock options |                                   |   |             |           |               |  | 155,367          |           |  |   | (.01 | )  
|                                               |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                               |                                  | Diluted earnings per common share |   | $            | 1,220,658 |               |  |                  | 4,168,381 |  |   | $    | .29 | 
|                                               |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|For the three months ended September 30, 2001: |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                               | Basic earnings per common share  |                                   | $ | 1,033,123    |           |               |  | 3,930,021        |           |  | $ | .26  |    
|                                               | Effect of dilutive stock options |                                   |   |             |           |               |  | 183,975          |           |  |   | (.01 | )  
|                                               |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                               |                                  | Diluted earnings per common share |   | $            | 1,033,123 |               |  |                  | 4,113,996 |  |   | $    | .25 | 
|                                               |                                  |                                   |   |              |           |               |  |                  |           |  |   |     

|                                              |                                  |                                   |   |              |           |               |  |                  |           |  |   |      |     | 
|--------------------------------------------- | -------------------------------- | --------------------------------- | - | ------------ | --------- | ------------- |  | ---------------- | --------- |  | - | ---- | --- | 
|                                              |                                  |                                   |   | Net Earnings |           | Common Shares |  | Per Share Amount
|                                              |                                  |                                   |   |              |           |               |  |                 
|For the nine months ended September 30, 2002: |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                              | Basic earnings per common share  |                                   | $ | 3,513,142    |           |               |  | 3,982,619        |           |  | $ | .88  |    
|                                              | Effect of dilutive stock options |                                   |   |             |           |               |  | 154,895          |           |  |   | (.03 | )  
|                                              |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                              |                                  | Diluted earnings per common share |   | $            | 3,513,142 |               |  |                  | 4,137,514 |  |   | $    | .85 | 
|                                              |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|For the nine months ended September 30, 2001: |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                              | Basic earnings per common share  |                                   | $ | 2,772,384    |           |               |  | 3,917,271        |           |  | $ | .71  |    
|                                              | Effect of dilutive stock options |                                   |   |             |           |               |  | 181,406          |           |  |   | (.03 | )  
|                                              |                                  |                                   |   |              |           |               |  |                  |           |  |   |     
|                                              |                                  | Diluted earnings per common share |   | $            | 2,772,384 |               |  |                  | 4,098,677 |  |   | $    | .68 | 
|                                              |                                  |                                   |   |              |           |               |  |                  |           |  |   |     

NOTE 6  STOCK BASED COMPENSATION

Under the Banks 1994 Incentive Stock Option and Nonstatutory Stock Option Plan
(the Plan), the Company may grant stock options to persons who are now or who
during the term of the Plan become directors, officers, or key executives as
defined by the Plan. Stock options granted under the Plan may either be
incentive stock options or nonqualified stock options for federal income tax
purposes. The Companys Board of Directors may grant nonqualified stock
options to any director, and incentive stock options or nonqualified stock
options to any officer, key executive, administrative, or other employee
including an employee who is a director of the Company. Subject to the
provisions of the Plan, the maximum number of shares of Company common stock
that may be optioned or sold is 978,000 shares. Such shares may be treasury,
or authorized but unissued, shares of common stock of the Company. If options
granted under the Plan expire or terminate for any reason without having been
exercised in full, the shares not purchased shall again be available for option
for the purposes of the Plan.

Total options granted, exercised, and expired during the nine months ended
September 30, 2002, were 164,000, 72,025, and 80,886, respectively. As of
September 30, 2002, 596,491 options for shares were outstanding.

8



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##### Table of Contents



NOTE 7  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 141, Business Combinations and SFAS
No.142, Goodwill and Other Intangible Assets. SFAS No. 141 addresses the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination and SFAS No. 142 addresses the initial
recognition and measurement of intangible assets acquired outside of a business
combination whether acquired individually or with a group of other assets.
These standards require all future business combinations to be accounted for
using the purchase method of accounting. Goodwill will no longer be amortized
but instead will be subject to impairment tests at least annually. The Company
adopted SFAS No. 141 on July 1, 2001, and adopted SFAS 142 on January 1, 2002.
During the second quarter of 2002, the Company engaged a third party to
evaluate possible impairment of Keys Insurance Agency, Inc.s goodwill. The
remainder of the Companys goodwill was evaluated internally. Based on the
evaluations, the Company has concluded that there is no impairment of goodwill
at this time. The Company will continue to evaluate goodwill for impairment on
an annual basis.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
addresses accounting and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS No. 144
establishes a single accounting model for long-lived assets to be disposed of
by sale and expands on the guidance provided by SFAS No. 121 with respect to
cash flow estimations. SFAS No. 144 is effective for the Companys fiscal year
beginning January 1, 2002. There will be no current impact of adoption on its
financial position or results of operations.

In April 2002, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 145, Rescission of SFAS No. 4, 44, 64, Amendment of SFAS No. 13,
and Technical Corrections. SFAS No. 4, which was amended by SFAS No. 64,
required all gains and losses from the extinguishment of debt to be aggregated
and, if material, classified as an extraordinary item, net of related income
tax effect. As a result, the criteria in Opinion 30 will now be used to
classify those gains and losses. SFAS No. 13 was amended to eliminate an
inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. The adoption of SFAS
No. 145 will not have a current impact on the Companys consolidated financial
statements.

In June 1998, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities.
Under recently cleared Derivatives Implementation Group (DIG) Statement 133
Implementation Issue C13, Scope Exceptions: When a Loan Commitment is
Included in the Scope of Statement 133, the issuer (but not the holder) must
apply Statement 133 to loan commitments related to the origination or
acquisition of mortgage loans that will be held for resale. The guidance takes
effect the first day of a reporting entitys first fiscal quarter beginning
after April 10, 2002 (that is, July 1, 2002, for the Company). The adoption of
this guidance did not have a current impact on the Companys financial
statements.

In July 2002, the FASB approved the issuance of SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. Generally, SFAS No. 146
stipulates that defined exit costs (including restructuring and employee
termination costs) are to be recorded on an incurred basis rather than on a
commitment basis as is presently required. This statement is effective for
exit or disposal activities initiated after December 31, 2002. The Company
currently anticipates that adoption of this statement in 2003 will not have a
material impact on its financial statements.

In October 2002, the FASB issued SFAS 147, Accounting of Certain Financial
Institutions. The statement removes acquisitions of financial institutions,
except for transactions between two or more mutual enterprises, from the scope
of SFAS 72 and Interpretation 9 and requires that those transactions be
accounted for in accordance with SFAS 141, Business Combinations, and SFAS
142, Goodwill and Other Intangible Assets. In addition, this statement
amends SFAS 144, Accounting for the Impairment or Disposal of Long-lived
Assets, to include in its scope long-term customer-relationship intangible
assets of financial institutions. This statement is effective for acquisitions
for which the date of acquisition is on or after October 1, 2002. The
provisions related to the impairment and disposal accounting for certain
acquired long-term customer-relationship intangible assets are effective on
October 1, 2002. Transition provisions for previously recognized
unidentifiable intangible assets are effective on October 1, 2002. The Company
is currently evaluating the impact the adoption of this statement will have on it financial statements.

9



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##### Table of Contents



NOTE 8  SEGMENT REPORTING

TIB Financial Corp. has four reportable segments: community banking, merchant
bankcard processing, insurance sales, and government guaranteed loan sales and
servicing. The community banking segments business is to attract deposits
from the public and to use such deposits to make real estate, business and
consumer loans in its primary service area. The merchant bankcard processing
segment processes credit card transactions for local merchants. The insurance
agency offers a full line of commercial and residential coverage as well as
life, health and annuities. The government guaranteed loan segment originates
and sells the government guaranteed portion of loans that qualify for
government guaranteed loan programs, such as those offered by the Small
Business Administration and the U.S. Department of Agricultural Rural
Development Business and Industry Program.

Segment information is presented in accordance with SFAS 131, Disclosures
about Segments of an Enterprise and Related Information. This standard is
based on a management approach, which requires segmentation based upon the
Companys internal organization and disclosure of operating results based upon
internal accounting methods.

The results of the Companys segments are as follows:

|                              |  |           |           |            |  |                           |         |            |  |           |        |        |  |   |         |  |  |   |          |   |  |   |           | 
|----------------------------- |  | --------- | --------- | ---------- |  | ------------------------- | ------- | ---------- |  | --------- | ------ | ------ |  | - | ------- |  |  | - | -------- | - |  | - | --------- | 
|                              |  |           |           |            |  | Merchant                  |         | Government |  | Insurance |        |        |  |   |         |  |  |  
|Three months ended            |  | Community |           | Bankcard   |  | Guaranteed                |         | Agency     |  | All       |        |        |  |  
|September 30, 2002            |  | Banking   |           | Processing |  | Loans Sales and Servicing |         | Sales      |  | Other     |        | Totals
|                              |  |           |           |            |  |                           |         |            |  |           |        |       
|Interest income               |  | $         | 7,886,556 |            |  | $                         |        |            |  | $         |       |        |  | $ |        |  |  | $ | 8,994    |   |  | $ | 7,895,550 | 
|Interest expense              |  |           | 2,249,952 |            |  |                           |        |            |  |           |       |        |  |   |        |  |  |   | 406,977  |   |  |   | 2,656,929 | 
|                              |  |           |           |            |  |                           |         |            |  |           |        |        |  |   |         |  |  |   |          |   |  |   |           | 
|Net interest income           |  |           | 5,636,604 |            |  |                           |        |            |  |           |       |        |  |   |        |  |  |   | (397,983 | ) |  |   | 5,238,621 | 
|Other income                  |  |           | 1,215,051 |            |  |                           | 961,952 |            |  |           | 30,138 |        |  |   | 488,257 |  |  |   | 36,862   |   |  |   | 2,732,260 | 
|Depreciation and amortization |  |           | 423,366   |            |  |                           | 11,370  |            |  |           | 660    |        |  |   | 16,191  |  |  |   | 1,251    |   |  |   | 452,838   | 
|Other expense                 |  |           | 4,394,158 |            |  |                           | 790,926 |            |  |           | 22,571 |        |  |   | 387,827 |  |  |   | 140,903  |   |  |   | 5,736,385 | 
|                              |  |           |           |            |  |                           |         |            |  |           |        |        |  |   |         |  |  |   |          |   |  |   |           | 
|Pretax segment profit (loss)  |  | $         | 2,034,131 |            |  | $                         | 159,656 |            |  | $         | 6,907  |        |  | $ | 84,239  |  |  | $ | (503,275 | ) |  | $ | 1,781,658 | 
|                              |  |           |           |            |  |                           |         |            |  |           |        |        |  |   |         |  |  |   |          |   |  |   |           | 

|                                                                            |  |           |           |            |  |                           |         |            |  |           |         |        |  |   |         |  |  |   |          |   |  |   |           |  
|--------------------------------------------------------------------------- |  | --------- | --------- | ---------- |  | ------------------------- | ------- | ---------- |  | --------- | ------- | ------ |  | - | ------- |  |  | - | -------- | - |  | - | --------- | -
|                                                                            |  |           |           |            |  | Merchant                  |         | Government |  | Insurance |         |        |  |   |         |  |  |  
|Three months ended                                                          |  | Community |           | Bankcard   |  | Guaranteed                |         | Agency     |  | All       |         |        |  |  
|September 30, 2001                                                          |  | Banking   |           | Processing |  | Loans Sales and Servicing |         | Sales      |  | Other     |         | Totals
|                                                                            |  |           |           |            |  |                           |         |            |  |           |         |       
|Interest income                                                             |  | $         | 8,426,461 |            |  | $                         |        |            |  | $         |        |        |  | $ |        |  |  | $ | 16,919   |   |  | $ | 8,443,380 |  
|Interest expense                                                            |  |           | 3,362,729 |            |  |                           |        |            |  |           |        |        |  |   |        |  |  |   | 452,610  |   |  |   | 3,815,339 |  
|                                                                            |  |           |           |            |  |                           |         |            |  |           |         |        |  |   |         |  |  |   |          |   |  |   |           |  
|Net interest income                                                         |  |           | 5,063,732 |            |  |                           |        |            |  |           |        |        |  |   |        |  |  |   | (435,691 | ) |  |   | 4,628,041 |  
|Other income                                                                |  |           | 1,511,635 |            |  |                           | 890,699 |            |  |           | 47,102  |        |  |   | 410,571 |  |  |   | 77,853   |   |  |   | 2,937,860 |  
|Equity in loss, including
goodwill amortization, from
investment in ERAS JV |  |           |          |            |  |                           |        |            |  |           |        |        |  |   |        |  |  |   | (75,963  | ) |  |   | (75,963   | )
|Depreciation and amortization                                               |  |           | 400,439   |            |  |                           | 10,581  |            |  |           | 7,736   |        |  |   | 28,269  |  |  |   | 1,187    |   |  |   | 448,212   |  
|Other expense                                                               |  |           | 4,142,024 |            |  |                           | 767,076 |            |  |           | 71,467  |        |  |   | 345,973 |  |  |   | 124,463  |   |  |   | 5,451,003 |  
|                                                                            |  |           |           |            |  |                           |         |            |  |           |         |        |  |   |         |  |  |   |          |   |  |   |           |  
|Pretax segment profit (loss)                                                |  | $         | 2,032,904 |            |  | $                         | 113,042 |            |  | $         | (32,101 | )      |  | $ | 36,329  |  |  | $ | (559,451 | ) |  | $ | 1,590,723 |  
|                                                                            |  |           |           |            |  |                           |         |            |  |           |         |        |  |   |         |  |  |   |          |   |  |   |           |  

10



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|                                          |  |           |             |            |  |                           |           |            |  |           |         |        |  |   |           |  |  |   |            |   |  |   |             |  
|----------------------------------------- |  | --------- | ----------- | ---------- |  | ------------------------- | --------- | ---------- |  | --------- | ------- | ------ |  | - | --------- |  |  | - | ---------- | - |  | - | ----------- | -
|                                          |  |           |             |            |  | Merchant                  |           | Government |  | Insurance |         |        |  |   |           |  |  |  
|Nine months ended                         |  | Community |             | Bankcard   |  | Guaranteed                |           | Agency     |  | All       |         |        |  |  
|September 30, 2002                        |  | Banking   |             | Processing |  | Loans Sales and Servicing |           | Sales      |  | Other     |         | Totals
|                                          |  |           |             |            |  |                           |           |            |  |           |         |       
|Interest income                           |  | $         | 23,137,426  |            |  | $                         |          |            |  | $         |        |        |  | $ |          |  |  | $ | 26,689     |   |  | $ | 23,164,115  |  
|Interest expense                          |  |           | 6,548,439   |            |  |                           |          |            |  |           |        |        |  |   |          |  |  |   | 1,217,437  |   |  |   | 7,765,876   |  
|                                          |  |           |             |            |  |                           |           |            |  |           |         |        |  |   |           |  |  |   |            |   |  |   |             |  
|Net interest income                       |  |           | 16,588,987  |            |  |                           |          |            |  |           |        |        |  |   |          |  |  |   | (1,190,748 | ) |  |   | 15,398,239  |  
|Other income                              |  |           | 3,633,866   |            |  |                           | 3,421,796 |            |  |           | 108,256 |        |  |   | 1,422,970 |  |  |   | 168,281    |   |  |   | 8,755,169   |  
|Equity in loss from
investment in ERAS JV |  |           |            |            |  |                           |          |            |  |           |        |        |  |   |          |  |  |   | (1,570     | ) |  |   | (1,570      | )
|Depreciation and amortization             |  |           | 1,266,615   |            |  |                           | 32,928    |            |  |           | 7,613   |        |  |   | 43,117    |  |  |   | 3,804      |   |  |   | 1,354,077   |  
|Other expense                             |  |           | 13,038,008  |            |  |                           | 2,783,409 |            |  |           | 68,792  |        |  |   | 1,155,401 |  |  |   | 445,209    |   |  |   | 17,490,819  |  
|                                          |  |           |             |            |  |                           |           |            |  |           |         |        |  |   |           |  |  |   |            |   |  |   |             |  
|Pretax segment profit (loss)              |  | $         | 5,918,230   |            |  | $                         | 605,459   |            |  | $         | 31,851  |        |  | $ | 224,452   |  |  | $ | (1,473,050 | ) |  | $ | 5,306,942   |  
|                                          |  |           |             |            |  |                           |           |            |  |           |         |        |  |   |           |  |  |   |            |   |  |   |             |  
|Segment Assets                            |  | $         | 540,696,794 |            |  | $                         | 74,288    |            |  | $         | 158,684 |        |  | $ | 2,323,790 |  |  | $ | 1,031,794  |   |  | $ | 544,285,350 |  

|                                                                            |  |           |             |            |  |                           |           |            |  |           |          |        |  |   |           |   |  |   |            |   |  |   |             |  
|--------------------------------------------------------------------------- |  | --------- | ----------- | ---------- |  | ------------------------- | --------- | ---------- |  | --------- | -------- | ------ |  | - | --------- | - |  | - | ---------- | - |  | - | ----------- | -
|                                                                            |  |           |             |            |  | Merchant                  |           | Government |  | Insurance |          |        |  |   |           |   |  |  
|Nine months ended                                                           |  | Community |             | Bankcard   |  | Guaranteed                |           | Agency     |  | All       |          |        |  |  
|September 30, 2001                                                          |  | Banking   |             | Processing |  | Loans Sales and Servicing |           | Sales      |  | Other     |          | Totals
|                                                                            |  |           |             |            |  |                           |           |            |  |           |          |       
|Interest income                                                             |  | $         | 25,882,095  |            |  | $                         |          |            |  | $         |         |        |  | $ |          |   |  | $ | 50,535     |   |  | $ | 25,932,630  |  
|Interest expense                                                            |  |           | 11,410,775  |            |  |                           |          |            |  |           |         |        |  |   |          |   |  |   | 1,227,894  |   |  |   | 12,638,669  |  
|                                                                            |  |           |             |            |  |                           |           |            |  |           |          |        |  |   |           |   |  |   |            |   |  |   |             |  
|Net interest income                                                         |  |           | 14,471,320  |            |  |                           |          |            |  |           |         |        |  |   |          |   |  |   | (1,177,359 | ) |  |   | 13,293,961  |  
|Other income                                                                |  |           | 3,659,064   |            |  |                           | 3,223,976 |            |  |           | 140,928  |        |  |   | 1,131,901 |   |  |   | 152,057    |   |  |   | 8,307,926   |  
|Equity in loss, including
goodwill amortization, from
investment in ERAS JV |  |           |            |            |  |                           |          |            |  |           |         |        |  |   |          |   |  |   | (172,728   | ) |  |   | (172,728    | )
|Depreciation and amortization                                               |  |           | 1,173,574   |            |  |                           | 31,668    |            |  |           | 23,054   |        |  |   | 121,304   |   |  |   | 3,560      |   |  |   | 1,353,160   |  
|Other expense                                                               |  |           | 11,487,185  |            |  |                           | 2,730,295 |            |  |           | 219,073  |        |  |   | 1,011,871 |   |  |   | 366,091    |   |  |   | 15,814,515  |  
|                                                                            |  |           |             |            |  |                           |           |            |  |           |          |        |  |   |           |   |  |   |            |   |  |   |             |  
|Pretax segment profit (loss)                                                |  | $         | 5,469,625   |            |  | $                         | 462,013   |            |  | $         | (101,199 | )      |  | $ | (1,274    | ) |  | $ | (1,567,681 | ) |  | $ | 4,261,484   |  
|                                                                            |  |           |             |            |  |                           |           |            |  |           |          |        |  |   |           |   |  |   |            |   |  |   |             |  
|Segment Assets                                                              |  | $         | 467,023,688 |            |  | $                         | 85,286    |            |  | $         | 174,033  |        |  | $ | 2,317,803 |   |  | $ | 1,946,119  |   |  | $ | 471,546,929 |  

NOTE 9  GOODWILL AND INTANGIBLE ASSETS

In accordance with SFAS 142, the following information is presented on the
Companys goodwill and intangible assets:

|                            |       |                |           |              |  |                |         |         |  |   |           |           | 
|--------------------------- | ----- | -------------- | --------- | ------------ |  | -------------- | ------- | ------- |  | - | --------- | --------- | 
|Amortized Intangible Assets |       | Gross Carrying |           | Accumulated  |  |                |         |        
|at September 30, 2002:      |       | Amount         |           | Amortization |  | Net Book Value
|                            |       |                |           |              |  |               
|Core Deposit Intangible     |       | $              | 2,941,234 |              |  | $              | 929,602 |         |  | $ | 2,011,632 |          
|Excess Servicing Fees       |       |                | 110,495   |              |  |                | 66,836  |         |  |   | 43,659    |          
|                            |       |                |           |              |  |                |         |         |  |   |           |          
|                            | Total |                | $         | 3,051,729    |  |                | $       | 996,438 |  |   | $         | 2,055,291 | 
|                            |       |                |           |              |  |                |         |         |  |   |           |          

Intangible amortization expense totaled $220,715 for the nine months ended
September 30, 2002.

There were no changes in the carrying amount of goodwill for the nine months
ended September 30, 2002. The components of goodwill were as follows:

|                                                     |  |                     |         |                  |  |                    |           |        |  |   |         |  |  |   |           | 
|---------------------------------------------------- |  | ------------------- | ------- | ---------------- |  | ------------------ | --------- | ------ |  | - | ------- |  |  | - | --------- | 
|                                                     |  | Government          |         |                  |  |                    |           |        |  |   |         |  |  |  
|                                                     |  | Guaranteed Loan     |         | Insurance Agency |  | Investment in ERAS
|                                                     |  | Sales and Servicing |         | Sales            |  | JV (a)             |           | Totals
|                                                     |  |                     |         |                  |  |                    |           |       
|Balance as of
January 1, 2002 and
September 30, 2002 |  | $                   | 155,232 |                  |  | $                  | 2,010,211 |        |  | $ | 139,962 |  |  | $ | 2,305,405 | 
|                                                     |  |                     |         |                  |  |                    |           |        |  |   |         |  |  |   |           | 



|(a) |  | Investment in ERAS JV is reported as All Other in the segment
reporting table in Note 8.
|--- |  | ------------------------------------------------------------------------------------------

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The following tables indicate what reported net income would have been had
goodwill not been amortized:

|                                                   |                       |   |                           |      |                    |   |           |      | 
|-------------------------------------------------- | --------------------- | - | ------------------------- | ---- | ------------------ | - | --------- | ---- | 
|                                                   |                       |   | For the nine months ended
|                                                   |                       |   |                          
|                                                   |                       |   | September 30, 2002        |      | September 30, 2001
|                                                   |                       |   |                           |      |                   
|Reported net income                                |                       | $ | 3,513,142                 |      |                    | $ | 2,772,384 |     
|Add back: Goodwill amortization, net of tax effect |                       |   |                          |      |                    |   | 93,455    |     
|                                                   |                       |   |                           |      |                    |   |           |     
|Adjusted net income                                |                       | $ | 3,513,142                 |      |                    | $ | 2,865,839 |     
|                                                   |                       |   |                           |      |                    |   |           |     
|Basic earnings per share:                          |                       |   |                           |      |                    |   |           |     
|                                                   | Reported net income   |   | $                         | 0.88 |                    |   | $         | 0.71 | 
|                                                   | Goodwill amortization |   |                           |     |                    |   |           | 0.02 | 
|                                                   |                       |   |                           |      |                    |   |           |     
|                                                   | Adjusted net income   |   | $                         | 0.88 |                    |   | $         | 0.73 | 
|                                                   |                       |   |                           |      |                    |   |           |     
|Diluted earnings per share:                        |                       |   |                           |      |                    |   |           |     
|                                                   | Reported net income   |   | $                         | 0.85 |                    |   | $         | 0.68 | 
|                                                   | Goodwill amortization |   |                           |     |                    |   |           | 0.02 | 
|                                                   |                       |   |                           |      |                    |   |           |     
|                                                   | Adjusted net income   |   | $                         | 0.85 |                    |   | $         | 0.70 | 
|                                                   |                       |   |                           |      |                    |   |           |     

|                                                   |                       |   |                            |      |                    |   |           |      | 
|-------------------------------------------------- | --------------------- | - | -------------------------- | ---- | ------------------ | - | --------- | ---- | 
|                                                   |                       |   | For the three months ended
|                                                   |                       |   |                           
|                                                   |                       |   | September 30, 2002         |      | September 30, 2001
|                                                   |                       |   |                            |      |                   
|Reported net income                                |                       | $ | 1,220,658                  |      |                    | $ | 1,033,123 |     
|Add back: Goodwill amortization, net of tax effect |                       |   |                           |      |                    |   | 22,762    |     
|                                                   |                       |   |                            |      |                    |   |           |     
|Adjusted net income                                |                       | $ | 1,220,658                  |      |                    | $ | 1,055,885 |     
|                                                   |                       |   |                            |      |                    |   |           |     
|Basic earnings per share:                          |                       |   |                            |      |                    |   |           |     
|                                                   | Reported net income   |   | $                          | 0.30 |                    |   | $         | 0.26 | 
|                                                   | Goodwill amortization |   |                            |     |                    |   |           | 0.01 | 
|                                                   |                       |   |                            |      |                    |   |           |     
|                                                   | Adjusted net income   |   | $                          | 0.30 |                    |   | $         | 0.27 | 
|                                                   |                       |   |                            |      |                    |   |           |     
|Diluted earnings per share:                        |                       |   |                            |      |                    |   |           |     
|                                                   | Reported net income   |   | $                          | 0.29 |                    |   | $         | 0.25 | 
|                                                   | Goodwill amortization |   |                            |     |                    |   |           | 0.01 | 
|                                                   |                       |   |                            |      |                    |   |           |     
|                                                   | Adjusted net income   |   | $                          | 0.29 |                    |   | $         | 0.26 | 
|                                                   |                       |   |                            |      |                    |   |           |     

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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

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 September
30, 2002, and statement of income for the three and nine months ended September
30, 2002.

The Companys net income of $1,220,658 for the third quarter of 2002 was a
18.2% increase compared to $1,033,123 for the same period last year. The
$187,535 increase in net income is attributed to the net of the following: an
increase of $820,580 or 19.1%, in net interest income after provision for loan
losses; a decrease of $129,637, or 4.5%, in other income; an increase in other
expense of $500,008, or 9.0%; and an increase in income tax expense of $3,400
or 0.6%. Basic and diluted earnings per share for the third quarter of 2002 were $0.30
and $0.29 respectively as compared to $0.26 and $0.25 per share in the previous
years quarter.

The Companys net income of $3,513,142 for the first nine months of 2002 was a
26.7% increase compared to $2,772,384 for the same period last year. The
$740,758 increase in net income is attributed to the net of the following: an
increase of $2,302,278 or 18.1%, in net interest income after provision for
loan losses; an increase of $618,401, or 7.6%, in other income; an increase in
other expense of $1,875,221, or 11.3%; and an increase in income tax expense of
$304,700 or 20.5%. Basic and diluted earnings per share for the first nine
months of 2002 were $0.88 and $0.85 respectively as compared to $0.71 and $0.68
per share in the previous years quarter.

Book value per share increased to $8.11 at September 30, 2002 from $7.27 at
December 31, 2001. The Company paid a quarterly dividend of $0.1075 per share
in each of the first, second, and third quarters of 2002 and 2001.

Performance of banks is often measured by various ratio analyses. Two widely
recognized indicators are return on average equity and return on average
assets. Annualized return on average equity for the nine months ended
September 30, 2002 was 15.05% on average equity of $30,509,000, compared to
13.57% on average equity of $27,243,000 for the same period in 2001.
Annualized return on average assets of $527,169,000 for the nine months ended
September 30, 2002 was 0.87%, compared to 0.78% on average assets of
$473,849,000 for the same period in 2001.

The Companys expansion into Southwest Florida began in 2001 with the opening
of two new branch facilities. On July 16, 2001, its office on J & C Boulevard
in Naples opened and is located in an industrial park and trade center. This
facility is targeted to serve the small to midsize commercial customer and
houses the commercial lending offices for the area. On December 3, 2001, a full
service retail branch opened in Bonita Springs and is situated in the fast
growing area north of Naples in southern Lee County. Currently under
construction is the Companys third branch which is located in downtown Naples
and is expected to open in the fourth quarter of 2002. Opening new branch
facilities is dilutive to earnings in the near term but is a factor in
achieving sustainable long-term growth.

Net interest income is one measurement of how management has balanced the
Companys interest rate sensitive assets and liabilities. The Companys net
interest income is its principal source of income. Interest earning assets for
the Company include loans, federal funds sold, interest bearing deposits in
other banks, and investment securities. The Companys interest-bearing
liabilities include its deposits, federal funds purchased, notes payable
related to Company shares repurchased, trust preferred securities, advances
from the Federal Home Loan Bank, and other short-term borrowings. Net interest
income increased $2,104,278, or 15.8%, to $15.4 million, in the nine months
ended September 30, 2002 as compared to the same period last year. The prime
rate as published in the Wall Street Journal began 2001 at 9.5% and by December
2001 it had declined to 4.75%. Many of the Banks loans are indexed to this
floating rate which has been stable at 4.75% since December 2001. Offsetting
this decline in interest income, the Company has been able to reprice maturing
high-rate certificates of

13



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##### Table of Contents



deposit and other funding sources resulting in a reduction in interest expense
compared to the prior year. The average yield on interest earning assets for
the first nine months of 2002 was 6.55% which was a decrease of 159 basis
points compared to the 8.14% yield earned during the first nine months of 2001.
The average cost of interest bearing deposits declined 211 basis points from
4.45% during the first nine months of 2001 to 2.34% for the comparable period
in 2002, and the rate of all interest bearing liabilities decreased 211 basis
points, from 4.73% in 2001 to 2.62% in 2002. The Companys net interest margin
increased to 4.36% in the first nine months of 2002 compared to 4.19% in the
first nine months of 2001.

The following table presents average balances of the Company, the
taxable-equivalent interest earned, and the rate paid thereon during the nine
months ended September 30, 2002 and September 30, 2001.

|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |       |      |  
|--------------------------------------------------------------- | ---------------------------------------- | ------------------- | ------- | ------- | ------- | ------- | ------ | -------- | ----- | ------- | ---- | ------- | ---- | ------ | ------- | ------- | ------- | - | ------ | ------ | ----- |  | ---- | ----- | ---- | -
|                                                                |                                          |                     |         | 2002    |         | 2001   
|                                                                |                                          |                     |         |         |         |        
|                                                                |                                          |                     |         | AVERAGE |         | INCOME/ |        | YIELDS   |       | AVERAGE |      | INCOME/ |      | YIELDS
|(Dollars in thousands)                                          |                                          | BALANCES            |         | EXPENSE |         | RATES   |        | BALANCES |       | EXPENSE |      | RATES  
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |        
|Interest-earning assets:                                        |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|                                                                | Loans (1)(2)                             |                     | $       | 395,061 |         |         | $      | 20,440   |       |         |      | 6.92    | %    |        | $       | 337,331 |         |   |        | 22,035 |       |  |      | 8.73  | %   
|                                                                | Investment securities  taxable          |                     |         | 53,265  |         |         |        | 2,272    |       |         |      | 5.70    | %    |        |         | 59,091  |         |   |        | 2,804  |       |  |      | 6.34  | %   
|                                                                | Investment securities  tax exempt (2)   |                     |         | 5,545   |         |         |        | 301      |       |         |      | 7.26    | %    |        |         | 5,738   |         |   |        | 312    |       |  |      | 7.27  | %   
|                                                                | Interest bearing deposits in other banks |                     |         | 307     |         |         |        | 4        |       |         |      | 1.78    | %    |        |         | 51      |         |   |        | 2      |       |  |      | 5.27  | %   
|                                                                | Federal funds sold                       |                     |         | 21,329  |         |         |        | 268      |       |         |      | 1.68    | %    |        |         | 25,643  |         |   |        | 886    |       |  |      | 4.62  | %   
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Total interest-earning assets                                   |                                          |                     | 475,507 |         |         |         | 23,285 |          |       |         | 6.55 | %       |      |        | 427,854 |         |         |   | 26,039 |        |       |  | 8.14 | %    
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Non-interest-earning assets:                                    |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|                                                                | Cash and due from banks                  |                     |         | 13,553  |         |         |        |          |       |         |      |         |      |        |         | 12,387  |         |   |        |        |       |  |      |       |     
|                                                                | Investment in ERAS                       |                     |         | 255     |         |         |        |          |       |         |      |         |      |        |         | 939     |         |   |        |        |       |  |      |       |     
|                                                                | Premises and equipment, net              |                     |         | 17,462  |         |         |        |          |       |         |      |         |      |        |         | 16,428  |         |   |        |        |       |  |      |       |     
|                                                                | Allowances for loan losses               |                     |         | (3,897  | )       |         |        |          |       |         |      |         |      |        |         | (3,221  | )       |   |        |        |       |  |      |       |     
|                                                                | Other assets                             |                     |         | 24,289  |         |         |        |          |       |         |      |         |      |        |         | 19,462  |         |   |        |        |       |  |      |       |     
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Total non-interest earning assets                               |                                          |                     | 51,662  |         |         |         |        |          |       |         |      |         |      |        | 45,995  |         |         |   |        |        |       |  |      |      
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Total assets                                                    |                                          | $                   | 527,169 |         |         |         |        |          |       |         |      |         |      | $      | 473,849 |         |         |   |        |        |       |  |      |      
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Interest-bearing liabilities:                                   |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|                                                                | Interest bearing deposits:               |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |       |     
|                                                                |                                          | NOW accounts        |         | $       | 50,496  |         |        |          | 211   |         |      |         | 0.56 | %      |         | $       | 42,404  |   |        |        | 430   |  |      |       | 1.36 | %
|                                                                |                                          | Money market        |         |         | 129,807 |         |        |          | 1,319 |         |      |         | 1.36 | %      |         |         | 128,485 |   |        |        | 3,975 |  |      |       | 4.14 | %
|                                                                |                                          | Savings deposits    |         |         | 29,575  |         |        |          | 170   |         |      |         | 0.77 | %      |         |         | 24,119  |   |        |        | 371   |  |      |       | 2.06 | %
|                                                                |                                          | Other time deposits |         |         | 145,621 |         |        |          | 4,527 |         |      |         | 4.16 | %      |         |         | 146,453 |   |        |        | 6,594 |  |      |       | 6.02 | %
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Total interest-bearing deposits                                 |                                          |                     | 355,499 |         |         |         | 6,227  |          |       |         | 2.34 | %       |      |        | 341,461 |         |         |   | 11,370 |        |       |  | 4.45 | %    
|                                                                | Other interest-bearing liabilities:      |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |       |     
|                                                                | Notes payable                            |                     |         | 5,250   |         |         |        | 360      |       |         |      | 9.16    | %    |        |         | 5,250   |         |   |        | 519    |       |  |      | 13.22 | %   
|                                                                | Short-term borrowings and FHLB advances  |                     |         | 22,441  |         |         |        | 323      |       |         |      | 1.92    | %    |        |         | 1,349   |         |   |        | 44     |       |  |      | 4.34  | %   
|                                                                | Trust preferred securities               |                     |         | 13,000  |         |         |        | 856      |       |         |      | 8.80    | %    |        |         | 9,136   |         |   |        | 706    |       |  |      | 10.33 | %   
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Total interest-bearing liabilities                              |                                          |                     | 396,190 |         |         |         | 7,766  |          |       |         | 2.62 | %       |      |        | 357,196 |         |         |   | 12,639 |        |       |  | 4.73 | %    
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Non-interest bearing liabilities and
stockholders equity:      |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|                                                                | Demand deposits                          |                     |         | 94,806  |         |         |        |          |       |         |      |         |      |        |         | 82,376  |         |   |        |        |       |  |      |       |     
|                                                                | Other liabilities                        |                     |         | 5,664   |         |         |        |          |       |         |      |         |      |        |         | 7,034   |         |   |        |        |       |  |      |       |     
|                                                                | Stockholders equity                     |                     |         | 30,509  |         |         |        |          |       |         |      |         |      |        |         | 27,243  |         |   |        |        |       |  |      |       |     
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Total non-interest bearing liabilities and
stockholders equity |                                          |                     | 130,979 |         |         |         |        |          |       |         |      |         |      |        | 116,653 |         |         |   |        |        |       |  |      |      
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Total liabilities and stockholders equity                      |                                          | $                   | 527,169 |         |         |         |        |          |       |         |      |         |      | $      | 473,849 |         |         |   |        |        |       |  |      |      
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Interest rate spread                                            |                                          |                     |         |         |         |         |        |          |       |         | 3.93 | %       |      |        |         |         |         |   |        |        |       |  | 3.41 | %    
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Net interest income                                             |                                          |                     |         |         |         | $       | 15,519 |          |       |         |      |         |      |        |         |         |         | $ | 13,400 |        |       |  |      |      
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      
|Net interest margin (3)                                         |                                          |                     |         |         |         |         |        |          |       |         | 4.36 | %       |      |        |         |         |         |   |        |        |       |  | 4.19 | %    
|                                                                |                                          |                     |         |         |         |         |        |          |       |         |      |         |      |        |         |         |         |   |        |        |       |  |      |      



|(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.                                                                                                                         

14



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##### Table of Contents



The table below details the components of the changes in net interest income.
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.

|                                         |                        |        |                                             |       |         |            |          |        |   |   |        |        |  
|---------------------------------------- | ---------------------- | ------ | ------------------------------------------- | ----- | ------- | ---------- | -------- | ------ | - | - | ------ | ------ | -
|                                         |                        |        | 2002 compared to 2001 (1)
Due to changes in
|                                         |                        |        |                                            
|                                         |                        |        |                                             |       |         |            |          |        |   |   | Net   
|                                         |                        |        | Average                                     |       | Average |            | Increase
|(In thousands)                           |                        | Volume |                                             | Rate  |         | (Decrease)
|                                         |                        |        |                                             |       |         |           
|INTEREST INCOME                          |                        |        |                                             |       |         |            |          |        |   |   |        |       
|Loans (2)                                |                        | $      | 4,801                                       |       |         | $          | (6,396   | )      |   | $ | (1,595 | )     
|Investment Securities (2)                |                        |        | (273                                        | )     |         |            | (270     | )      |   |   | (543   | )     
|Interest bearing deposits in other banks |                        |        | 5                                           |       |         |            | (3       | )      |   |   | 2      |       
|Federal Funds sold                       |                        |        | (129                                        | )     |         |            | (489     | )      |   |   | (618   | )     
|                                         |                        |        |                                             |       |         |            |          |        |   |   |        |       
|                                         | Total interest income  |        |                                             | 4,404 |         |            |          | (7,158 | ) |   |        | (2,754 | )
|                                         |                        |        |                                             |       |         |            |          |        |   |   |        |       
|INTEREST EXPENSE                         |                        |        |                                             |       |         |            |          |        |   |   |        |       
|NOW Accounts                             |                        |        | 112                                         |       |         |            | (331     | )      |   |   | (219   | )     
|Money Market                             |                        |        | 68                                          |       |         |            | (2,724   | )      |   |   | (2,656 | )     
|Savings deposits                         |                        |        | 111                                         |       |         |            | (312     | )      |   |   | (201   | )     
|Other time deposits                      |                        |        | (37                                         | )     |         |            | (2,030   | )      |   |   | (2,067 | )     
|Notes payable                            |                        |        |                                            |       |         |            | (159     | )      |   |   | (159   | )     
|Trust preferred securities               |                        |        | 318                                         |       |         |            | (168     | )      |   |   | 150    |       
|Short-term borrowings and FHLB advances  |                        |        | 333                                         |       |         |            | (54      | )      |   |   | 279    |       
|                                         |                        |        |                                             |       |         |            |          |        |   |   |        |       
|                                         | Total interest expense |        |                                             | 905   |         |            |          | (5,778 | ) |   |        | (4,873 | )
|                                         |                        |        |                                             |       |         |            |          |        |   |   |        |       
|Change in net interest income            |                        | $      | 3,499                                       |       |         | $          | (1,380   | )      |   | $ | 2,119  |       
|                                         |                        |        |                                             |       |         |            |          |        |   |   |        |       



|(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.

Based on managements evaluation of specific loans and inherent losses within
the loan portfolio and other factors, the provision for loan losses was
$125,000 for the third quarter of 2002 as compared to $335,000 for the third
quarter of 2001.
Gross charged off loans for the third quarter of 2002 were $25,682 with
recoveries of $26,882, compared to $25,732 in charge offs and $10,258 in
recoveries in the third quarter of 2001.

The provision for loan losses was $407,000 for the first nine months of 2002 as
compared to $605,000 in the first nine months of 2001. Gross charged off loans
for the first nine months of 2002 were $239,652 with recoveries of $40,573,
resulting in an annualized net charge-off rate of .06% of total loans.
Approximately $211,000 of the current year charge off relates to the
non-guaranteed portion of one loan. This compares to net charge offs during
the same period last year of $383,873. Approximately $352,000 of the prior
year charge-off relates to the nonguaranteed portion of two loans made to one
customer.

The Companys 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, the Company allocates an allowance for each risk category.
The allocations are based on factors including perceived economic conditions
(local, national and global), perceived strength of the Companys management,
recent trends in loan loss history, and concentrations of credit.

Home equity 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

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##### Table of Contents



the various types of loans. As above, when appropriate, a specific reserve
will be established for individual loans. Otherwise, the Company allocates an
allowance for each loan classification. The allocations are based on the same
factors mentioned above.

The allowance for loan losses amounted to $4,001,763 and $3,793,842 at
September 30, 2002 and December 31, 2001, respectively. Based on an analysis
performed by management at September 30, 2002, the allowance for loan losses is
considered to be adequate to cover loan losses in the portfolio as of that
date. However, because of the inherent uncertainty of the assumptions we use
in our loan analyses, management cannot assure that loan losses in future
periods will not exceed the allowance for loan losses or that additional
allocations to the allowance will not be required.

Non-performing assets include non-accrual loans, accruing loans contractually
past due 90 days or more, and other real estate. Loans are placed on
non-accrual 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 if it is in a nonaccruing
status. Non-performing assets for the periods ended September 30, 2002 and
December 31, 2001 were as follows:

|                                                       |  |                    |           |                   |  |   |           |  
|------------------------------------------------------ |  | ------------------ | --------- | ----------------- |  | - | --------- | -
|                                                       |  | September 30, 2002 |           | December 31, 2001
|                                                       |  |                    |           |                  
|Loans on nonaccrual                                    |  | $                  | 548,455   |                   |  | $ | 1,590,391 |  
|Loans 90 days past due (a)                             |  |                    |          |                   |  |   |          |  
|Other real estate owned (b)(d)                         |  |                    | 1,550,074 |                   |  |   | 550,000   |  
|Other assets (b)                                       |  |                    | 2,389,888 |                   |  |   | 2,290,432 |  
|                                                       |  |                    |           |                   |  |   |           |  
|Total non-performing assets                            |  | $                  | 4,488,417 |                   |  | $ | 4,430,823 |  
|                                                       |  |                    |           |                   |  |   |           |  
|Percentage of non-performing
assets to total loans (c) |  |                    | 1.08      | %                 |  |   | 1.16      | %



|(a) |  | Loans 90 days past due exclude loans on nonaccrual that are reported
separately.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | The Bank had made a loan originally totaling $10,000,000 to construct a
lumber mill in north Florida. Of this amount, $6,400,000 had been sold by the
Bank to other lenders. The loan was partially guaranteed as to principal and
interest by the U.S. Department of Agriculture (USDA). In addition to
business real estate and equipment, the loan 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. At
December 31, 2000, the loan was past due greater than 90 days but was still
maintained as an accruing loan because of the USDA guarantee and collateral
value. 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 $1,886,000) based on the fair
value of the underlying-collateral. In addition, the bank has capitalized
liquidation costs and protective advances totaling approximately $429,000 and
$404,000 at September 30, 2002 and December 31, 2001, respectively, which the
Bank expects to be fully reimbursed by the USDA. The non guaranteed
principal and interest ($1,961,000 at September 30, 2002 and $1,886,000 at
December 31, 2001) and the capitalized costs totaling approximately $429,000
and $404,000 at September 30, 2002 and December 31, 2001, respectively are
included as other assets in the table above. The portion of this loan
guaranteed by the USDA was approximately $1.6 million at September 30, 2002
and December 31, 2001, and is accruing interest. Accrued interest on this
loan totals approximately $481,000 and $409,000 at September 30, 2002 and
December 31, 2001, respectively. Under the USDA program, eligible portions
of both principal and interest are covered under the USDA guarantee.
Management believes the present value of all assets pledged as collateral for
this loan exceeds the unpaid amount.
|   
|    |  | Florida Statutes require that repossessed real property be liquidated or
charged off within five years, and repossessed personal property be
liquidated or charged off within six months. The Bank was awarded title to
the property on June 12, 2001, and, therefore, the time constraints imposed
by Florida Statutes required that the personal property be disposed of by
December 10, 2001. The Bank applied to the State of Florida for an extension
to carry the repossessed personal property on the Banks books. The
Department of Banking and Finance of the State of Florida granted an
extension to the Bank to carry the personal property on its books until
December 11, 2002. On June 4, 2002, the Bank requested another extension
from the State. The Bank is currently awaiting their response. There is no
assurance that this extension will be granted and, therefore, the possibility
exists that the non guaranteed principal and interest totaling $1,961,000 at
September 30, 2002, may need to be charged off for regulatory purposes in
December 2002 if the property has not yet been liquidated. Since the Company
believes this amount is ultimately realizable, the Company does not
anticipate that this amount will be required to be written off on its
financial statements prepared under generally acceptable accounting
principles. Even if the amount was required to be charged off for regulatory
purposes, the Bank and the Company would have remained well capitalized at
September 30, 2002, under the capital adequacy guidelines established by the
federal bank regulators.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(c) |  | For the purpose of this computation, total loans include other real
estate owned and other assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(d) |  | Other real estate owned increased approximately $1.0 million from
December 31, 2001 to September 30, 2002, due to the repossession of two
commercial properties in the second quarter of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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Other income for the third quarter of 2002 was $2,732,260. This represents a
$129,637 decrease over the prior year quarter. For the nine month period ended
September 30, 2002, other income increased $618,401 to $8,753,599 from
$8,135,198 in the comparable period last year. The 7.6% increase in non
interest income is attributable to an increase of $197,820 in merchant bankcard
processing income; a $291,069 increase in commissions on sales by Keys
Insurance; a $16,224 increase in retail investment services; a $171,158
decrease in equity in loss, including goodwill amortization, from the
investment in ERAS JV; a $346,694 increase in fees on mortgage loans sold at
origination; offset by a decrease of $45,214 in service charges on deposit
accounts, a $31,843 decrease in gain on sale of government guaranteed loans; a
$142,960 decrease in net investment security gains; and a $184,547 decrease in
other income . The increases in merchant bankcard, commissions on sales by
Keys Insurance, fees on mortgage loans sold at origination, and retail
investment services income is primarily a result of volume increases, and also
additional activity as a result of the Companys expansion into 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
the third quarter of 2001, the Company liquidated approximately $15.8 million
in securities primarily to fund the growth in loan outstandings. This sale
resulted in a gain of $267,897. In 2002, the gain is primarily the result of
the sale of two corporate securities which netted a gain of approximately
$65,000 in the first quarter of 2002 and the sale of two agency securities in
the second quarter of 2002 that netted a gain of approximately $64,000. Prior
to January 1, 2002, the Company accounted for its investment in ERAS JV under
the equity method. This resulted in a net loss of $172,728 in the first nine
months of 2001. On December 31, 2001, the Company sold two thirds of its 30%
interest in ERAS JV. At the resulting 10% ownership, the remaining investment
in ERAS is accounted for under the cost method in 2002.

Other expense for the third quarter of 2002 was $6,064,223. This represents a
$500,008, or 9.0% increase over the prior year quarter. For the nine month
period ended September 30, 2002, other expense increased $1,875,221 to
$18,437,896 from $16,562,675 in the comparable period last year. The 11.3%
increase in non interest expense is attributable to salaries and employee
benefits increasing $1,018,456, net occupancy expense increasing $418,561, and
other expense increasing $438,204. A significant portion of these increases
are a result of the two new locations the Bank opened during the second half of
2001. The addition of these facilities has caused the Bank to hire additional
personnel and incur additional operating costs.

Total assets at September 30, 2002 were $544,285,350, up 10.2% from total
assets of $493,992,245 at December 31, 2001. Loans net of deferred loan costs
and fees increased $31,344,201 to $410,290,954 for the first nine months of
2002 from year end 2001. Also, in the same period, federal funds sold
increased $17,373,000, and investment securities increased $671,619. Asset
growth was primarily funded by an increase in deposits of $46,180,525, or
11.1%. At September 30, 2002, the Company had $5,681,124 in short-term
borrowings compared to $733,760 at December 31, 2001. Short-term borrowings
consist of securities sold under agreements to repurchase and Treasury tax
deposits. Advances from the Federal Home Loan Bank totaled $20 million at
September 30, 2002 as compared to $25 million at December 31, 2001.

The Company entered into an agreement with the Companys largest shareholder
effective July 1, 2000, to purchase 525,000 shares of the Companys common
stock in exchange for four subordinated debt instruments of the Company
totaling $5,250,000. The interest rate on these original notes was 13%, with
interest payments required quarterly. The principal balance was payable in
full on October 1, 2010, the maturity date of the notes, and the notes could be
prepaid by the Company at par any time after July 1, 2003. Subsequent to
December 31, 2001, the Company renegotiated the notes payable. Effective
January 1, 2002, the interest rate was reduced to 9%, the option to prepay was
extended to July 1, 2007, and the maturity date was extended to January 1,
2012. The debt issued by the Company qualifies as Tier 2 capital at the holding
company level under applicable regulatory capital guidelines.

In July 2001, the Company participated in a pooled offering of trust preferred
securities in the amount of $5 million. The Company formed TIBFL Statutory
Trust II (the Trust), a wholly-owned statutory trust subsidiary, for the
purpose of issuing the trust preferred securities. The trust used the proceeds
from the issuance of the trust preferred securities to acquire junior
subordinated notes of the Company. The trust preferred securities essentially
mirror the debt securities, carrying a cumulative preferred dividend at a
variable rate equal to the interest rate on the debt securities (three month
LIBOR plus 358 basis points). The initial rate in effect at the time of
issuance was 7.29% and is subject to change quarterly. The rate in effect at
September 30, 2002 is 5.39%. The debt securities and the trust preferred
securities each have 30-year lives. The trust preferred securities and the
debt securities are callable by the Company or the Trust, at their respective
option after five years, and at varying premiums and sooner in specific events,
subject to prior approval by the Federal Reserve Board, if then required. For
federal regulatory purposes, the Company plans to treat the trust preferred
securities as Tier 1 capital up to the maximum amount allowed, and the
remainder as Tier 2 capital.

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##### Table of Contents



On October 31, 2000, the Company purchased Keys Insurance Agency of Monroe
County, Inc. from a Company director. Keys Insurance Agency, Inc. (the new
name subsequent to the purchase) has three offices in the Florida Keys and one
office in Naples. Keys Insurance Agency, Inc. offers a full line of commercial
and residential hazard insurance coverage as well as life and health insurance
and annuities. Total consideration paid at closing for the agency was
$1,870,000. This was comprised of $220,000 in the Companys common stock and
$1,650,000 in cash paid at closing. Under the purchase agreement, annual cash
payments of $110,000 are to be made following each of the first three
anniversaries of the closing date, subject to the agencys ability to achieve
certain earning thresholds. Any of this additional consideration that is paid
at the end of each contingency period, will at that time be recorded as
goodwill and increase the total recorded purchase price of the agency. No
amount was required to be paid in 2001 or 2002.

On September 25, 2001, Keys Insurance Agency, Inc. purchased BonData Group
Limited, Inc., a Ft. Myers, Florida based insurance agency specializing in
surety bond underwriting and placement. Total consideration paid at closing
for the agency was $273,000. This was comprised of approximately $68,000 in
the Companys common stock and approximately $205,000 in cash. Under the
purchase agreement, annual cash payments of $24,000 are to be made following
each of the first two anniversaries of the closing date, subject to the
agencys ability to achieve certain earning thresholds. Any of this additional
consideration that is paid at the end of each contingency period, will at that
time be recorded as goodwill and increase the total recorded purchase price of
the agency. No amount was required to be paid in 2002.

In June of 2002, the Company transferred investment securities in the held to
maturity category to the available for sale category. The book value at the
time of transfer was $18,507,916 and the market value was $18,941,377.
Securities in the available for sale category allow for more flexibility in
managing the investments for the Bank. Since changes in market value do not
affect the regulatory capital ratios of the Bank there is no compelling reason
to not have the ability to sell securities when appropriate. Securities
maintained in the held to maturity portfolio does limit the volatility of GAAP
capital, however, as the Bank has trended toward higher loan to deposit ratios
(therefore low investments to asset ratios) the probable amount of this
volatility has become much less significant relative to the size of the Bank.

CAPITAL ADEQUACY

Federal banking regulators have established certain capital adequacy standards
required to be maintained by banks and bank holding companies. The minimum
requirements established in the regulations are set forth in the table below,
along with the actual ratios at September 30, 2002 and December 31, 2001:

|                                         |              |  |             |    |             |  |                    |   |                   |  |  |      |   |  |  |      |  
|---------------------------------------- | ------------ |  | ----------- | -- | ----------- |  | ------------------ | - | ----------------- |  |  | ---- | - |  |  | ---- | -
|                                         |              |  | Well        |    | Adequately  |  |                    |   |                   |  |  |      |  
|                                         |              |  | Capitalized |    | Capitalized |  | September 30, 2002 |   | December 31, 2001
|                                         |              |  | Requirement |    | Requirement |  | Actual             |   | Actual           
|                                         |              |  |             |    |             |  |                    |   |                  
|Tier 1 Capital (to Average Assets)       |              |  |             |    |             |  |                    |   |                   |  |  |      |   |  |  |     
|                                         | Consolidated |  | >           | 5  | %           |  | >                  | 4 | %                 |  |  | 7.0  | % |  |  | 7.1  | %
|                                         | Bank         |  | >           | 5  | %           |  | >                  | 4 | %                 |  |  | 8.3  | % |  |  | 8.5  | %
|Tier 1 Capital (to Risk Weighted Assets) |              |  |             |    |             |  |                    |   |                   |  |  |      |   |  |  |     
|                                         | Consolidated |  | >           | 6  | %           |  | >                  | 4 | %                 |  |  | 8.6  | % |  |  | 8.4  | %
|                                         | Bank         |  | >           | 6  | %           |  | >                  | 4 | %                 |  |  | 10.2 | % |  |  | 10.2 | %
|Total Capital (to Risk Weighted Assets)  |              |  |             |    |             |  |                    |   |                   |  |  |      |   |  |  |     
|                                         | Consolidated |  | >           | 10 | %           |  | >                  | 8 | %                 |  |  | 11.4 | % |  |  | 11.6 | %
|                                         | Bank         |  | >           | 10 | %           |  | >                  | 8 | %                 |  |  | 11.1 | % |  |  | 11.1 | %

Management believes, as of September 30, 2002, that the Company and the Bank
met all capital requirements to which they are subject. The Company has
included in Tier 1 Capital a portion of the trust preferred securities that
were issued in September 2000 and July 2001.

LIQUIDITY

The goal of liquidity management is to ensure the availability of an adequate
level of funds to meet the loan demand and deposit withdrawal needs of the
Companys customers. The Company manages the levels, types and maturities of
earning assets in relation to the sources available to fund current and future
needs to ensure that adequate funding will be available at all times.

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The Bank has invested in Federal Home Loan Bank stock for the purpose of
establishing credit lines with the Federal Home Loan Bank. The credit
availability to the Bank is equal to 14 percent of the Banks total assets as
reported on the most recent quarterly financial information submitted to the
regulators. The credit availability approximated $75.8 million at September
30, 2002, under which $20 million was outstanding. Any advances are secured by
the Banks one-to-four family residential mortgage loans.

The Bank has an unsecured line of credit for federal funds purchased from its
principal correspondent bank totaling $7,500,000. Securities sold under
agreements to repurchase (wholesale) represent a wholesale agreement with a
correspondent bank which is collateralized by a U.S. Treasury note. The Bank
also has several securities sold under repurchase agreements (retail) with
commercial account holders whereby the Bank sweeps the customers accounts on a
daily basis and pays interest on these amounts. These agreements are
collateralized by investment securities chosen by the Bank.

COMMITMENTS

The Bank is party to financial instruments with off-balance-sheet risk 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 credit. These instruments involve, to varying degrees, elements of credit
and interest rate 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
customer on the financial instrument for commitments to extend credit and
standby letters of credit is represented by the contractual amounts of those
instruments. The Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require the payment of a fee. At September 30, 2002, total commitments to
extend credit were approximately $61.7 million in unfunded loan commitments.

Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers. Since most of the letters of credit
are expected to expire without being drawn upon, they do not necessarily
represent future cash requirements. At September 30, 2002, commitments under
standby letters of credit aggregated approximately $2.1 million.

The Bank evaluates each customers creditworthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by the Bank upon
extension of credit, is based on managements credit evaluation of the
borrower. Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, residential real estate and
income-producing commercial properties on those commitments for which
collateral is deemed necessary.

RATE SENSITIVITY

The Companys interest rate sensitivity position at September 30, 2002 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                                  |  | $        | 185,018 |        |  | $       | 32,579  |        |  | $      | 29,658  |       |  | $ | 100,351 |   |  | $ | 62,477 |   |  | $ | 410,083 |  
|Investment securities-taxable          |  |          | 2,884   |        |  |         | 3,048   |        |  |        |        |       |  |   | 21,069  |   |  |   | 21,730 |   |  |   | 48,731  |  
|Investment securities-tax exempt       |  |          | 350     |        |  |         |        |        |  |        | 129     |       |  |   | 844     |   |  |   | 4,597  |   |  |   | 5,920   |  
|Federal funds sold                     |  |          | 17,373  |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   |       |   |  |   | 17,373  |  
|Interest bearing deposit in other
bank |  |          | 195     |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   |       |   |  |   | 195     |  
|Note receivable                        |  |          | 264     |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   |       |   |  |   | 264     |  
|                                       |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  
|Total interest-bearing assets          |  |          | 206,084 |        |  |         | 35,627  |        |  |        | 29,787  |       |  |   | 122,264 |   |  |   | 88,804 |   |  |   | 482,566 |  
|                                       |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  
|Interest-bearing liabilities:          |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  
|NOW accounts (A)                       |  |          | 20,058  |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   | 30,087 |   |  |   | 50,145  |  
|Money Market                           |  |          | 129,846 |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   |       |   |  |   | 129,846 |  
|Savings Deposits (B)                   |  |          |        |        |  |         |        |        |  |        | 31,313  |       |  |   |        |   |  |   |       |   |  |   | 31,313  |  
|Other time deposits                    |  |          | 34,142  |        |  |         | 37,186  |        |  |        | 40,044  |       |  |   | 45,741  |   |  |   | 101    |   |  |   | 157,214 |  
|Notes payable                          |  |          |        |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   | 5,250  |   |  |   | 5,250   |  
|Trust preferred securities             |  |          | 5,000   |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   | 8,000  |   |  |   | 13,000  |  
|Other borrowings                       |  |          | 25,681  |        |  |         |        |        |  |        |        |       |  |   |        |   |  |   |       |   |  |   | 25,681  |  
|                                       |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  
|Total interest-bearing liabilities     |  |          | 214,727 |        |  |         | 37,186  |        |  |        | 71,357  |       |  |   | 45,741  |   |  |   | 43,438 |   |  |   | 412,449 |  
|                                       |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  
|Interest sensitivity gap               |  | $        | (8,643  | )      |  | $       | (1,559  | )      |  | $      | (41,570 | )     |  | $ | 76,523  |   |  | $ | 45,366 |   |  | $ | 70,117  |  
|                                       |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  
|Cumulative interest sensitivity gap    |  | $        | (8,643  | )      |  | $       | (10,202 | )      |  | $      | (51,772 | )     |  | $ | 24,751  |   |  | $ | 70,117 |   |  | $ | 70,117  |  
|                                       |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  
|Cumulative sensitivity ratio           |  |          | (1.8    | )%     |  |         | (2.1    | )%     |  |        | (10.7   | )%    |  |   | 5.1     | % |  |   | 14.5   | % |  |   | 14.5    | %
|                                       |  |          |         |        |  |         |         |        |  |        |         |       |  |   |         |   |  |   |        |   |  |   |         |  



|(A) |  | 40% of outstanding balance considered repriceable immediately and 60%
repriceable in the furthest time period.
|--- |  | --------------------------------------------------------------------------------------------------------------
|   
|(B) |  | Savings Deposits considered repriceable in the one year time horizon.                                         

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The Company is cumulatively liability sensitive in the 3 month or less, 4 to 6
months, and 7 to 12 month time frames and cumulatively asset sensitive in each
of the 1 to 5 year, and over 5 year timeframes. Certain liabilities such as
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. Therefore, to
include the entire balance of these liability accounts in the earliest
repricing period would be unrealistic. To compensate for the fact that changes
in general market interest rates will not be fully reflected in changes in NOW
rates, only 40% of NOW balances is included as immediately rate sensitive based
on the Companys own and industry repricing experience. Also, passbook savings
will not reprice as quickly as market rates and therefore the repricing of
savings deposits is included in the 7 to 12 month repricing period, based on
the Companys repricing experience. Because of non-interest bearing
liabilities, total interest-earning assets are substantially greater than the
total interest-bearing liabilities and therefore over time the effects on net
interest income from changes in asset yield will be greater than the change in
expense from liability cost. Accordingly, if market interest rates should
decrease, the net interest margin would decrease. Conversely, if rates
increase 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, the $51.8 million one year cumulative negative
sensitivity gap exaggerates the probable effects on earnings in a rising 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. Second, a
static gap model does not factor the effects of growing volumes which would
likely include greater additional rate sensitive assets than rate sensitive
liabilities. 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 due to the fact that these loans
behave similar to fixed rate loans in periods that have 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 the Company has
experienced steady growth in deposits, no net run off in any deposit category
is assumed in the interest rate sensitivity table. It is the Companys policy
to maintain its cumulative one year gap ratio in the 20% to +10% range. At
September 30, 2002, the Company was within this range with a one year
cumulative sensitivity ratio of 10.5%.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

All financial institutions have financial instruments which are subject to
market risk comprised of interest rate risk, foreign currency exchange rate
risk, commodity price risk and other relevant market risks, such as equity
price risks. The Company has assessed its market risk as predominately
interest rate risk.

The following interest rate sensitivity analysis information as of September
30, 2002 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.

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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 and cause the larger decreases in income in a
declining rate scenario versus the income increases in the same size rising
rate scenario.

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 $90 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 and Fed Funds positions to
offset the repricing characteristics of the deposit liabilities.

|                                                  |  |                         |        |                |  |                 |        |                         |  |       |        |  |  |   |        |   |  |   |        |  
|------------------------------------------------- |  | ----------------------- | ------ | -------------- |  | --------------- | ------ | ----------------------- |  | ----- | ------ |  |  | - | ------ | - |  | - | ------ | -
|                                                  |  | Interest Rates Decrease |        |                |  |                 |        | Interest Rates Increase
|                                                  |  |                         |        | Interest Rates |  |                
|(Dollars in thousands)                            |  | 200 BP                  |        | 100 BP         |  | Remain Constant |        | 100 BP                  |  | 200BP
|                                                  |  |                         |        |                |  |                 |        |                         |  |      
|2002 Interest Income                              |  | $                       | 29,841 |                |  | $               | 31,943 |                         |  | $     | 34,108 |  |  | $ | 36,086 |   |  | $ | 38,369 |  
|2002 Interest Expense                             |  |                         | 7,380  |                |  |                 | 8,597  |                         |  |       | 10,971 |  |  |   | 13,280 |   |  |   | 15,589 |  
|                                                  |  |                         |        |                |  |                 |        |                         |  |       |        |  |  |   |        |   |  |   |        |  
|Net Interest Income                               |  |                         | 22,461 |                |  |                 | 23,346 |                         |  |       | 23,137 |  |  |   | 22,806 |   |  |   | 22,780 |  
|                                                  |  |                         |        |                |  |                 |        |                         |  |       |        |  |  |   |        |   |  |   |        |  
|Change in net income
after tax vs. constant rates |  | $                       | (422   | )              |  | $               | 130    |                         |  |       |        |  |  | $ | (207   | ) |  | $ | (223   | )

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Part II. OTHER INFORMATION




Item 4. CONTROLS AND PROCEDURES



| | (a) |  | Evaluation of Disclosure Controls and Procedures. The Company
maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or
submits under the Securities and Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
the rules and forms of the Securities and Exchange Commission. Based
upon their evaluation of those controls and procedures performed within
90 days of the filing date of this report, the Chief Executive Officer,
President, and Chief Financial Officer of the Company concluded that the
Companys disclosure controls and procedures were adequate.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Changes in Internal Controls. The Company made no significant
changes in its internal controls or other factors that could
significantly affect these controls subsequent to the date of the
evaluation of those controls by the Chief Executive Officer, President,
and Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                         




Item 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibit 99.1  Report of Independent Certified Public
Accountants                                              
| | --- |  | ---------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Exhibit 99.2  Chief Executive Officers certification required
under Section 906 of Sarbanes-Oxley Act of 2002
|
| | (c) |  | Exhibit 99.3  Chief Financial Officers certification required
under Section 906 of Sarbanes-Oxley Act of 2002
|
| | (d) |  | No reports on Form 8-K were filed during the quarter ended
September 30, 2002.                                 




SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|      |  |                   |  |                                                                      
|----- |  | ----------------- |  | ---------------------------------------------------------------------
|      |  |                   |  | TIB FINANCIAL CORP.                                                  
|      |  |                   |  |                                                                      
|      |  |                   |  | /s/ Edward V.
Lett                                                   
|Date: |  | November 14, 2002 |  | 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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CERTIFICATIONS

I, Edward V. Lett, President and CEO, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of TIB Financial Corp.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|      |  |                   |  |                                                      
|----- |  | ----------------- |  | -----------------------------------------------------
|Date: |  | November 14, 2002 |  |                                                      
|      |  |                   |  |                                                      
|      |  |                   |  | /s/ Edward V. Lett                                   
|      |  |                   |  | Edward V. Lett,
President and Chief Executive Officer

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I, David P. Johnson, Executive Vice President and CFO, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of TIB Financial Corp.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|      |  |                   |  |                                                                       
|----- |  | ----------------- |  | ----------------------------------------------------------------------
|Date: |  | November 14, 2002 |  |                                                                       
|      |  |                   |  |                                                                       
|      |  |                   |  | /s/ David P. Johnson                                                  
|      |  |                   |  | David P. Johnson,
Executive Vice President and Chief Financial Officer

24