8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

July 23, 2009

Date of Report (Date of earliest event reported)

TIB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida	0000-21329	65-0655973
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)
599 9th Street North, Suite 101 Naples, Florida		34102-5624
(Address of principal executive offices)		(Zip Code)
	(239) 263-3344
(Registrant's telephone number, including area code)
	Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 23, 2009, TIB Financial Corp. issued a press release announcing financial results for the quarter ended June 30, 2009.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information contained in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits

99.1 Press release dated July 23, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TIB FINANCIAL CORP.
Date:  July 24, 2009	By:	/s/  Stephen J. Gilhooly
		Stephen J. Gilhooly
		EVP, Chief Financial Officer and Treasurer

EX-99.1

FOR IMMEDIATE RELEASE

TIB FINANCIAL CORP. REPORTS SECOND QUARTER RESULTS

NAPLES, FL. July 23, 2009 – TIB Financial Corp. (NASDAQ: TIBB), parent company of TIB Bank, The Bank of Venice and Naples Capital Advisors, leading financial services providers serving the greater Naples, Bonita Springs, Fort Myers and Cape Coral areas, South Miami-Dade County, the Florida Keys and Sarasota County, today reported a net loss before dividends on preferred stock for the three months ended June 30, 2009 of $4.9 million compared to a net loss of $4.0 million for the second quarter of 2008. The net loss allocated to common shareholders was $5.5 million, or $0.38 per share, compared to a net loss of $0.28 for the comparable 2008 quarter. The net loss for the second quarter was primarily due to the provision for loan losses of $5.8 million and an increase in non-interest expenses of $4.3 million, partially offset by an increase of $680,000 of customer service revenue.

TIB Financial reported total assets of $1.80 billion as of June 30, 2009, an increase of 12% from December 31, 2008. Total loans increased 1% to $1.24 billion from $1.22 billion at December 31, 2008 as growth in our commercial loan and residential loan portfolios offset an $18.8 million, or 23%, decline in indirect auto loans. Total deposits of $1.39 billion as of June 30, 2009 increased $259.2 million, or 23%, from December 31, 2008 due to the assumption of approximately $317 million of deposits and the operations of nine branches of the former Riverside Bank of the Gulf Coast from the FDIC.

“We continue to implement our strategic plan and are reinvesting the proceeds provided from the assumption of the deposits of the former Riverside Bank of the Gulf Coast into quality loans generated through our relationship based approach. We are pleased with the level of retention of our new customers and deposits, and are looking forward to the new opportunities presented by our increased presence in Fort Myers and Venice and our new presence in the contiguous Cape Coral community. Operationally, we successfully completed the related information systems conversion at the end of June and are now able to manage our new customer relationships with an integrated and consistent approach. We have closed one smaller branch office and are planning to relocate another office,” said Thomas J. Longe, Chief Executive Officer and President.

“We continue to see unfavorable economic conditions in our markets, which are exacerbated by the broad national and local economic contraction, continued declines in real estate market values and increasing unemployment. Our consumer and commercial customers are facing continuing financial pressure and challenges. We continue to monitor our loan portfolio closely, are working diligently to resolve our nonperforming assets and are modifying and restructuring loans to assist customers when prudent,” continued Longe.

Significant other developments are outlined below.

·   The net interest margin increased 13 basis points to 2.78% during the quarter in comparison to 2.65% in the first quarter due primarily to the investment strategy related to the acquired Riverside deposits and the continued reduction of the interest cost of our deposits and other funding. The net interest margin continues to be adversely impacted by the level of non-accrual loans and nonperforming assets, which reduced the margin by approximately 18 basis points. We continue to maintain a higher level of money market and other short-term investments in light of the continuing economic stress and elevated volatility of financial markets, which also reduced the margin.

·   We continue to focus on relationship based lending and generated approximately $29 million of commercial loans and originated $42 million of residential mortgages.

·   Under challenging and volatile financial market conditions, Naples Capital Advisors and TIB Bank’s trust department continued to establish new investment management and trust relationships increasing the market value of assets under management to $120 million as of quarter end while TIB private bankers generated net growth of deposits during the quarter of $8 million resulting in total deposits of $56 million.

·   With respect to the Riverside transaction, during the second quarter, we closed one small branch office, continued to reduce the operating expenses of the acquired offices and have retained approximately 92% of the core deposits assumed while maintaining the attractive mix and reducing the interest cost of the deposit base. The planned relocation of one office and the completion of the conversion of the information systems will result in additional cost savings beginning in the third quarter.

·  Our indirect auto loan portfolio declined $8.6 million, or 12%, during the quarter to $63.2 million, or 5% of total loans. Non-performing loans in this business segment decreased to $1.3 million in comparison to $1.7 million at March 31, 2009 and charge-offs during the quarter declined to $1.8 million compared to $2.2 million in the first quarter. Additionally, total delinquency of indirect auto loans declined to 6% at quarter end down from 7% in the first quarter.

Credit Quality

Total nonaccrual loans increased by $16.2 million during the quarter to $61.8 million. Excluding indirect and consumer loans, approximately $29.1 million of loans were placed on nonaccrual during the quarter. Partially offsetting this increase were $708,000 of net loan principal paid down and loans returned to accrual, $4.0 million of loans charged off and $7.9 million of loans foreclosed.

Of the loans placed on nonaccrual during the quarter, $12.0 million related to two land development loans which we currently have reviewed and determined that no specific reserves are necessary at this time. A third relationship, a $4.8 million land development loan, was placed on nonaccrual and required the allocation of a $491,000 specific reserve. The balance of the loans placed on nonaccrual are comprised of various smaller commercial, commercial real estate and residential loans.

In response to the increase in non-performing loans, further contraction of economic activity in our local markets and increased net charge-offs, the second quarter results include a provision for loan losses of $5.8 million. The provision primarily reflects net charge-offs of $5.8 million as the reserve for loan losses remained relatively unchanged at $25.4 million and amounted to 2.05% of loans at June 30, 2009.

Detailed Financial Discussion

The higher net loss, before the preferred dividend, for the second quarter of 2009 compared to the net loss for the second quarter of 2008 was due to higher non-interest expenses and partially offset by higher non-interest income. TIB Financial’s results of operations during 2009 include the operations of nine former branches of Riverside Bank of the Gulf Coast subsequent to their assumption on February 13, 2009.

Our provision for loan losses of $5.8 million reflects net charge-offs of $5.8 million. As of June 30, 2009, non-performing loans were $61.8 million or 4.99% of loans, an increase from the $45.6 million and 3.74% of loans as of March 31, 2009.

The allowance for loan losses remained relatively unchanged at $25.4 million, comprising 2.05% of total loans. Net charge-offs during the quarter increased to 1.89% of average loans on an annualized basis compared to 1.19% for the prior quarter.

The tax equivalent net interest margin of 2.78% for the three months ended June 30, 2009 increased in comparison with the 2.65% net interest margin reported during the first quarter of 2009.  The increase is primarily due to the impact of investment of the proceeds provided by the acquisition of the deposits and operations of nine former Riverside Bank of the Gulf Coast branches, the continued reduction in the interest cost of our deposits and other funding and partly offset by the higher level of non-performing loans and assets during the second quarter. Upon closing of the transaction, execution of our investment plan included purchasing intermediate maturity investment securities and maintaining a significant balance of lower yielding money market and cash equivalent securities to repay near term maturities of wholesale funding. The intermediate term investments are intended to maintain available liquidity to redeploy as loans to local consumers and businesses. The maintenance of this higher level of lower yielding short-term liquid assets and intermediate investment securities has reduced the net interest margin but had a more significant negative effect during the first quarter of 2009. We estimate that the assumption of the Riverside deposits and the initial investment of the significant cash proceeds generated a net reduction of net interest income during the first quarter because the interest cost of the deposits exceeded the yield of the initial investments made. As a result of our repricing of a portion of the assumed deposits, the reduction of wholesale funding of $114 million in March and $38 million in the second quarter and the income from our investment strategy, the Riverside transaction contributed to net interest income in the second quarter.

Excluding net gains (losses) on investment securities, non-interest income was $2.2 million in the second quarter of 2009 compared to $1.5 million for the second quarter last year. The increase is due primarily to higher deposit service charges, fees from the origination and sale of residential mortgages in the secondary market and investment advisory fees. The former Riverside operations contributed approximately $553,000 of non-interest income during the period.

During the second quarter of 2009, non-interest expense increased $4.3 million, or 36%, to $16.2 million compared to $11.9 million for the second quarter of 2008. Total non-interest expense associated with the former Riverside operations amounted to approximately $2.0 million (including approximately $371,000 of pre-conversion IT processing and system conversion costs). The second quarter 2009 non-interest expense includes an increase of $710,000 in salaries and employee benefits over the second quarter of 2008. This increase includes approximately $631,000 in salaries and employee benefits expenses associated with new employees hired in connection with the Riverside transaction. During the second quarter of 2009, FDIC deposit insurance assessments were $1.5 million higher than the comparable prior year period due primarily to a one time special assessment of approximately $800,000, higher deposits and a higher deposit insurance premium rate. The special assessment was charged to all FDIC insured institutions during the quarter based on assets. The results for the quarter also include $871,000 and $215,000 of OREO related write-downs and expenses; compared to only $28,000 and $44,000 incurred during the second quarter of 2008, respectively.

During the second quarter of 2009, the Board of Directors of TIB Financial Corp. declared a 1% stock dividend which was distributed on July 10, 2009 to all TIB Financial Corp. common shareholders of record as of June 30, 2009.  The Board of Directors will continue to evaluate our dividend policy in light of current and expected trends in our financial performance and financial condition.

About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp. is a growth-oriented financial services company with approximately $1.8 billion in total assets and 28 full-service banking offices throughout the Florida Keys, Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and Venice. TIB Financial Corp. is also the parent company of Naples Capital Advisors, Inc., a registered investment advisor with approximately $120 million of assets under advisement.

TIB Financial Corp., through its wholly owned subsidiaries, TIB Bank, The Bank of Venice and Naples Capital Advisors, Inc., serves the personal and commercial banking and investment management needs of local residents and businesses in its market areas. The companies’ experienced professionals are local community leaders, who focus on a relationship-based approach built around anticipating specific customer needs, providing sound advice and making timely decisions. To learn more about TIB Bank, The Bank of Venice and Naples Capital Advisors, Inc., visit www.tibbank.com, www.bankofvenice.com and www.naplescapitaladvisors.com, respectively.

Copies of recent news releases, SEC filings, price quotes, stock charts and other valuable information may be found on TIB’s investor relations site at www.tibfinancialcorp.com.  For more information, contact Thomas J. Longe, Chief Executive Officer and President at (239) 659-5857, or Stephen J. Gilhooly, Executive Vice President and Chief Financial Officer, at (239) 659-5876.

#           #           #           #           #

Except for historical information contained herein, the statements made in this press release constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such statements involve certain risks and uncertainties, including statements regarding the Company’s strategic direction, prospects and future results.  Certain factors, including those outside the Company’s control, may cause actual results to differ materially from those in the “forward-looking” statements, including economic and other conditions in the markets in which the Company operates; risks associated with acquisitions, competition, seasonality and the other risks discussed in our filings with the Securities and Exchange Commission, which discussions are incorporated in this press release by reference.

SUPPLEMENTAL FINANCIAL DATA IS ATTACHED

TIB FINANCIAL CORP. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

	For the Quarter Ended
	June 30, 2009			March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008
Interest and dividend income	$	20,858		$	20,822		$	21,223		$	22,242		$	21,777
Interest expense		9,164			10,065			10,504			10,566			10,368
NET INTEREST INCOME		11,694			10,757			10,719			11,676			11,409
Provision for loan losses		5,763			5,309			15,101			4,768			5,716
NON-INTEREST INCOME:
Service charges on deposit accounts		1,202			966			750			747			719
Fees on mortgage loans sold		318			115			154			176			213
Investment securities gain (loss), net		95			596			(4,221	)		(126	)		(1,912	)
Investment advisory and trust fees		228			193			141			153			136
Other income		489			509			421			497			475
Total non-interest income		2,332			2,379			(2,755	)		1,447			(369	)
NON-INTEREST EXPENSE:
Salaries & employee benefits		7,068			7,380			6,078			6,045			6,358
Net occupancy expense		2,438			2,152			2,168			2,171			2,186
Other expense		6,652			3,835			5,866			3,770			3,320
Total non-interest expense		16,158			13,367			14,112			11,986			11,864
Loss before income taxes		(7,895	)		(5,540	)		(21,249	)		(3,631	)		(6,540	)
Income tax benefit		(3,008	)		(2,082	)		(7,994	)		(1,435	)		(2,506	)
NET LOSS	$	(4,887	)	$	(3,458	)	$	(13,255	)	$	(2,196	)	$	(4,034	)
Income earned by preferred shareholders		650			708			165			-			-
Net loss allocated to common shareholders	$	(5,537	)	$	(4,166	)	$	(13,420	)	$	(2,196	)	$	(4,034	)
NET LOSS PER COMMON SHARE:	$	(0.38	)	$	(0.28	)	$	(0.92	)	$	(0.15	)	$	(0.28	)

TIB FINANCIAL CORP. AND SUBSIDIARIES

SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data)

	For the Quarter Ended
	June 30, 2009			March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008
Real estate mortgage loans:
Commercial	$	683,763		$	666,780		$	658,516		$	666,263		$	646,223
Residential		222,260			213,037			205,062			191,132			173,729
Farmland		13,497			13,438			13,441			13,541			13,655
Construction and vacant land		139,425			142,175			147,309			155,465			156,706
Commercial and agricultural loans		67,214			65,723			71,352			65,987			67,234
Indirect auto loans		63,243			71,868			82,028			91,639			99,208
Home equity loans		38,100			34,325			34,062			30,141			27,535
Other consumer loans		10,854			11,245			11,549			11,291			12,597
Total loans	$	1,238,356		$	1,218,591		$	1,223,319		$	1,225,459		$	1,196,887
Gross loans	$	1,239,711		$	1,220,073		$	1,224,975		$	1,227,181		$	1,198,526
Net loan charge-offs	$	5,805		$	3,604		$	9,353		$	3,360		$	4,945
Allowance for loan losses	$	25,446		$	25,488		$	23,783		$	18,035		$	16,627
Allowance for loan losses/total loans		2.05	%		2.09	%		1.94	%		1.47	%		1.39	%
Non-performing loans	$	61,809		$	45,647		$	39,776		$	26,985		$	22,601
Allowance for loan losses/non-performing loans		41	%		56	%		60	%		67	%		74	%
Non performing loans/gross loans		4.99	%		3.74	%		3.25	%		2.20	%		1.89	%
Annualized net charge-offs/average loans		1.89	%		1.19	%		3.02	%		1.10	%		1.70	%
Total interest-earning assets	$	1,681,065		$	1,731,271		$	1,512,909		$	1,466,454		$	1,474,946
Other real estate owned	$	7,142		$	5,032		$	4,323		$	4,648		$	5,037
Other repossessed assets	$	431		$	407		$	601		$	635		$	2,706
Goodwill and intangibles, net of accumulated amortization	$	13,806		$	14,225		$	8,170		$	8,305		$	8,463
Interest-bearing deposits:
NOW accounts	$	180,952		$	174,524		$	142,291		$	148,362		$	185,770
Money market		217,534			204,974			102,486			130,910			162,943
Savings deposits		127,502			114,806			73,832			48,505			51,864
Time deposits		686,594			759,061			688,675			649,902			579,403
Non-interest bearing deposits		182,236			183,095			128,384			135,518			158,210
Total deposits	$	1,394,818		$	1,436,460		$	1,135,668		$	1,113,197		$	1,138,190
Tax equivalent net interest margin		2.78	%		2.65	%		2.85	%		3.18	%		3.25	%
Loss allocated to common shareholders / average assets		(1.23	) %		(0.95	) %		(3.35	) %		(0.56	) %		(1.07	) %
Loss on average equity		(16.72	) %		(11.56	) %		(48.77	) %		(8.77	) %		(15.77	) %
Non-interest expense/tax equivalent net interest income and non-interest income		114.87	%		101.47	%		176.36	%		91.08	%		107.05	%
Average common shares outstanding		14,669,107			14,654,791			14,647,353			14,640,793			14,631,184
End of quarter shares outstanding		14,747,870			14,747,870			14,747,870			14,743,492			14,743,492
Total equity	$	111,968		$	117,852		$	121,114		$	97,680		$	99,149
Book value per common share	$	5.33		$	5.74		$	5.98		$	6.63		$	6.72
Tier 1 capital to average assets		6.4	%		6.9	%		8.9	%		7.6	%		8.0	%
Tier 1 capital to risk weighted assets		8.9	%		9.1	%		11.3	%		9.4	%		9.6	%
Total capital to risk weighted assets		10.1	%		10.4	%		12.6	%		10.7	%		10.9	%
Total assets	$	1,797,081		$	1,836,526		$	1,610,114		$	1,563,466		$	1,578,821

TIB FINANCIAL CORP. AND SUBSIDIARIES

QUARTERLY AVERAGE BALANCES AND YIELDS

(Dollars in thousands)

	Quarter Ended June 30, 2009							Quarter Ended June 30, 2008
	Average Balances		Interest*		Yield*			Average Balances		Interest*		Yield*
Loans	$	1,229,026	$	17,355		5.66	%	$	1,168,413	$	19,279		6.64	%
Investments		382,478		3,495		3.67	%		176,266		2,073		4.73	%
Money Market Mutual Funds		36,991		27		0.29	%		-		-		0.00	%
Interest bearing deposits		29,773		20		0.27	%		4,916		32		2.62	%
Federal Home Loan Bank stock		10,482		-		0.00	%		8,742		125		5.75	%
Fed funds sold and securities purchased under agreements to resell		2,407		2		0.33	%		59,586		312		2.11	%
Total interest earning assets		1,691,157		20,899		4.96	%		1,417,923		21,821		6.19	%
Non-interest earning assets		117,371							94,698
Total assets	$	1,808,528						$	1,512,621
Interest bearing liabilities:
NOW	$	190,457	$	313		0.66	%	$	189,220	$	772		1.64	%
Money market		212,324		837		1.58	%		170,742		951		2.24	%
Savings		121,709		551		1.82	%		50,852		131		1.04	%
Time		707,212		5,450		3.09	%		539,982		6,029		4.49	%
Total interest-bearing deposits		1,231,702		7,151		2.33	%		950,796		7,883		3.33	%
Short-term borrowings and FHLB advances		196,501		1,305		2.66	%		217,307		1,667		3.09	%
Long-term borrowings		63,000		708		4.51	%		63,000		819		5.23	%
Total interest bearing liabilities		1,491,203		9,164		2.46	%		1,231,103		10,369		3.39	%
Non-interest bearing deposits		183,329							158,376
Other liabilities		16,766							20,287
Shareholders’ equity		117,230							102,855
Total liabilities and shareholders’ equity	$	1,808,528						$	1,512,621
Net interest income and spread			$	11,735		2.50	%			$	11,452		2.80	%
Net interest margin						2.78	%						3.25	%
_______ * Presented on a fully tax equivalent basis

TIB FINANCIAL CORP. AND SUBSIDIARIES

YEAR TO DATE BALANCES AND YIELDS

 (Dollars in thousands)

	Six Months Ended June 30, 2009								Six Months Ended June 30, 2008
	Average Balances		Interest*			Yield*			Average Balances		Interest*		Yield*
Loans	$	1,227,339	$	35,196			5.78	%	$	1,152,901	$	39,429		6.88	%
Investments		335,415		6,409			3.85	%		167,020		4,013		4.83	%
Money Market Mutual Funds		60,569		130			0.43	%		-		-		-
Interest bearing deposits		35,519		40			0.23	%		3,149		44		2.81	%
Federal Home Loan Bank stock		11,389		(19	)		-0.34	%		8,615		252		5.88	%
Fed funds sold and securities purchased under agreements to resell		4,985		5			0.20	%		76,931		1,056		2.76	%
Total interest earning assets		1,675,216		41,761			5.03	%		1,408,616		44,794		6.39	%
Non-interest earning assets		120,407								95,521
Total assets	$	1,795,623							$	1,504,137
Interest bearing liabilities:
NOW	$	179,061	$	642			0.72	%	$	186,601	$	1,889		2.04	%
Money market		184,316		1,499			1.64	%		174,912		2,375		2.73	%
Savings		106,930		959			1.81	%		50,930		312		1.23	%
Time		728,735		11,950			3.31	%		538,023		12,432		4.65	%
Total interest-bearing deposits		1,199,042		15,050			2.53	%		950,466		17,008		3.60	%
Short-term borrowings and FHLB advances		224,045		2,735			2.46	%		213,984		3,702		3.48	%
Long-term borrowings		63,000		1,444			4.62	%		63,000		1,724		5.50	%
Total interest bearing liabilities		1,486,087		19,229			2.61	%		1,227,450		22,434		3.68	%
Non-interest bearing deposits		169,824								155,978
Other liabilities		18,026								19,480
Shareholders’ equity		121,686								101,229
Total liabilities and shareholders’ equity	$	1,795,623							$	1,504,137
Net interest income and spread			$	22,532			2.42	%			$	22,360		2.71	%
Net interest margin							2.71	%						3.19	%
_______ * Presented on a fully tax equivalent basis

TIB FINANCIAL CORP. AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

(Dollars in thousands)

Impaired loans are as follows:

	June 30, 2009		March 31, 2009
Loans with no allocated allowance for loan losses	$	37,112	$	27,289
Loans with allocated allowance for loan losses		66,493		60,783
Total	$	103,605	$	88,072
Amount of the allowance for loan losses allocated	$	8,484	$	7,947

Nonaccrual loans include above are as follows:

	As of June 30, 2009				As of March 31, 2009
Loan/Collateral Type	Number of Loans		Outstanding Balance *		Number of Loans		Outstanding Balance *
Residential		24	$	5,138		15	$	3,815
Commercial 1-4 family investment		9		8,705		10		7,892
Commercial and agricultural		6		596		8		659
Commercial real estate		21		11,322		20		13,719
Land development		13		34,583		6		17,707
Government guaranteed loans		3		145		3		143
Indirect auto, auto and consumer loans		121		1,320		162		1,712
Total			$	61,809			$	45,647

* Nonaccrual loan balances reflect cumulative charge downs of $4.8 million as of June 30, 2009 and $5.7 million as of March 31, 2009.

Nonaccrual Loan Activity (Other Than Indirect Auto and Consumer)
Nonaccrual loans at March 31, 2009	$	43,935
Returned to accrual		(218	)
Net principal paid down on nonaccrual loans		(490	)
Charge-offs		(3,964	)
Loans foreclosed		(7,852	)
Loans placed on nonaccrual		29,078
Nonaccrual loans at June 30, 2009	$	60,489

OREO Activity
OREO as of March 31, 2009	$	5,032
Real estate acquired		7,852
Write-down of value		(871	)
Transfer to facilities used in operations		(2,941	)
Property sold		(1,930	)
OREO as of June 30, 2009	$	7,142