UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended June 30, 2010
OR
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ____________ to ____________
Commission File Number: 0-13358
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CAPITAL CITY BANK GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Florida
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59-2273542
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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217 North Monroe Street, Tallahassee, Florida
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32301
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(Address of principal executive office)
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(Zip Code)
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(850) 402-7000
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(Registrant's telephone number, including area code)
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Indicate by check 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer”, “accelerated filer", and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
At July 31, 2010, 17,077,156 shares of the Registrant's Common Stock, $.01 par value, were outstanding.
-1-
CAPITAL CITY BANK GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2010
TABLE OF CONTENTS
| PART I – Financial Information |
Page
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||
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Item 1.
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|||
| 4 | |||
| 5 | |||
| 6 | |||
| 7 | |||
| 8 | |||
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Item 2.
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18 | ||
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Item 3.
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35 | ||
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Item 4.
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35 | ||
| PART II – Other Information | |||
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Item 1.
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35 | ||
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Item 1A.
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35 | ||
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Item 2.
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36 | ||
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Item 3.
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36 | ||
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Item 4.
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36 | ||
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Item 5.
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36 | ||
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Item 6.
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37 | ||
| 38 | |||
-2-
INTRODUCTORY NOTE
Caution Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal," and similar expressions are intended to identify forward-looking statements.
All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements.
Our ability to achieve our financial objectives could be adversely affected by the factors discussed in detail in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q, the following sections of our Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”): (a) “Introductory Note” in Part I, Item 1. “Business”; (b) “Risk Factors” in Part I, Item 1A., as updated in our subsequent quarterly reports filed on Form 10-Q, and (c) “Introduction” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II, Item 7. as well as:
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§
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legislative or regulatory changes;
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§
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the strength of the United States economy in general and the strength of the local economies in which we conduct operations;
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§
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the accuracy of our financial statement estimates and assumptions, including the estimate for our loan loss provision and the valuation allowance on deferred tax assets;
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§
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continued depression of the market value of the Company that could result in an impairment of goodwill;
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§
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restrictions on our operations, including the inability to pay dividends without our regulators’ consent;
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§
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the effects of the health and soundness of other financial institutions, including the FDIC’s need to increase Deposit Insurance Fund assessments;
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§
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our ability to declare and pay dividends;
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§
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changes in the securities and real estate markets;
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§
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changes in monetary and fiscal policies of the U.S. Government;
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§
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inflation, interest rate, market and monetary fluctuations;
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§
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the frequency and magnitude of foreclosure of our loans;
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§
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the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry concentrations;
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§
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our need and our ability to incur additional debt or equity financing;
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§
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our ability to integrate the business and operations of companies and banks that we have acquired, and those we may acquire in the future;
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§
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§
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our ability to comply with the extensive laws and regulations to which we are subject;
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§
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the willingness of clients to accept third-party products and services rather than our products and services and vice versa;
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§
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increased competition and its effect on pricing;
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§
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technological changes;
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§
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the effects of security breaches and computer viruses that may affect our computer systems;
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§
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changes in consumer spending and saving habits;
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§
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growth and profitability of our noninterest income;
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§
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changes in accounting principles, policies, practices or guidelines;
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§
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the limited trading activity of our common stock;
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§
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the concentration of ownership of our common stock;
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§
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anti-takeover provisions under federal and state law as well as our Articles of Incorporation and our Bylaws;
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§
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other risks described from time to time in our filings with the Securities and Exchange Commission; and
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§
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our ability to manage the risks involved in the foregoing.
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However, other factors besides those referenced also could adversely affect our results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by us or on our behalf speak only as of the date they are made. We do not undertake to update any forward-looking statement, except as required by applicable law.
-3-
PART I. FINANCIAL INFORMATION
CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF JUNE 30, 2010 AND DECEMBER 31, 2009
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(Dollars In Thousands, Except Share Data)
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June 30, 2010
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December 31, 2009
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||||||
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ASSETS
|
||||||||
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Cash and Due From Banks
|
$
|
52,380
|
$
|
57,877
|
||||
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Federal Funds Sold and Interest Bearing Deposits
|
250,508
|
276,416
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||||||
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Total Cash and Cash Equivalents
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302,888
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334,293
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||||||
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Investment Securities, Available-for-Sale
|
218,785
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176,673
|
||||||
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Loans, Net of Unearned Interest
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1,821,782
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1,915,940
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||||||
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Allowance for Loan Losses
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(38,442
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)
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(43,999
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)
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||||
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Loans, Net
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1,783,340
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1,871,941
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||||||
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Premises and Equipment, Net
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116,802
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115,439
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||||||
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Goodwill
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84,811
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84,811
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||||||
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Other Intangible Assets
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2,610
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4,030
|
||||||
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Other Real Estate Owned
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48,110
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36,134
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||||||
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Other Assets
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93,398
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85,003
|
||||||
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Total Assets
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$
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2,650,744
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$
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2,708,324
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||||
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LIABILITIES
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||||||||
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Deposits:
|
||||||||
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Noninterest Bearing Deposits
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$
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460,168
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$
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427,791
|
||||
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Interest Bearing Deposits
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1,740,143
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1,830,443
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||||||
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Total Deposits
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2,200,311
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2,258,234
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||||||
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Short-Term Borrowings
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21,376
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35,841
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||||||
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Subordinated Notes Payable
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62,887
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62,887
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||||||
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Other Long-Term Borrowings
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55,605
|
49,380
|
||||||
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Other Liabilities
|
48,885
|
34,083
|
||||||
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Total Liabilities
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2,389,064
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2,440,425
|
||||||
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SHAREOWNERS' EQUITY
|
||||||||
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Preferred Stock, $.01 par value, 3,000,000 shares authorized;
no shares outstanding
|
-
|
-
|
||||||
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Common Stock, $.01 par value, 90,000,000 shares authorized; 17,067,426 and 17,036,407 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively
|
171
|
170
|
||||||
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Additional Paid-In Capital
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36,633
|
36,099
|
||||||
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Retained Earnings
|
238,779
|
246,460
|
||||||
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Accumulated Other Comprehensive Loss, Net of Tax
|
(13,903
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)
|
(14,830
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)
|
||||
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Total Shareowners' Equity
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261,680
|
267,899
|
||||||
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Total Liabilities and Shareowners' Equity
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$
|
2,650,744
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$
|
2,708,324
|
||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
-4-
CAPITAL CITY BANK GROUP, INC.
FOR THE THREE AND SIX MONTHS ENDED JUNE 30
(Unaudited)
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Three Months Ended
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Six Months Ended
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||||||||||||||||
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(Dollars in Thousands, Except Per Share Data)
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2010
|
2009
|
2010
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2009
|
|||||||||||||
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INTEREST INCOME
|
|||||||||||||||||
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Interest and Fees on Loans
|
$
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26,644
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$
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29,742
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$
|
53,636
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$
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59,279
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|||||||||
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Investment Securities:
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|||||||||||||||||
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U.S. Treasuries
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330
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157
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433
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319
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|||||||||||||
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U.S. Government Agencies
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299
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501
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619
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1,031
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|||||||||||||
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States and Political Subdivisions
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406
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695
|
896
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1,432
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|||||||||||||
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Other Securities
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79
|
84
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156
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168
|
|||||||||||||
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Federal Funds Sold
|
176
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1
|
348
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4
|
|||||||||||||
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Total Interest Income
|
27,934
|
31,180
|
56,088
|
62,233
|
|||||||||||||
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INTEREST EXPENSE
|
|||||||||||||||||
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Deposits
|
2,363
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2,500
|
5,301
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4,995
|
|||||||||||||
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Short-Term Borrowings
|
12
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88
|
29
|
156
|
|||||||||||||
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Subordinated Notes Payable
|
639
|
931
|
1,290
|
1,858
|
|||||||||||||
|
Other Long-Term Borrowings
|
551
|
566
|
1,077
|
1,134
|
|||||||||||||
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Total Interest Expense
|
3,565
|
4,085
|
7,697
|
8,143
|
|||||||||||||
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NET INTEREST INCOME
|
24,369
|
27,095
|
48,391
|
54,090
|
|||||||||||||
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Provision for Loan Losses
|
3,633
|
8,426
|
14,373
|
16,836
|
|||||||||||||
|
Net Interest Income After Provision For Loan Losses
|
20,736
|
18,669
|
34,018
|
37,254
|
|||||||||||||
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NONINTEREST INCOME
|
|||||||||||||||||
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Service Charges on Deposit Accounts
|
7,039
|
7,162
|
13,667
|
13,860
|
|||||||||||||
|
Data Processing
|
919
|
896
|
1,819
|
1,766
|
|||||||||||||
|
Asset Management Fees
|
1,080
|
930
|
2,100
|
1,900
|
|||||||||||||
|
Securities Transactions
|
-
|
6
|
5
|
6
|
|||||||||||||
|
Mortgage Banking Fees
|
641
|
902
|
1,149
|
1,486
|
|||||||||||||
|
Bank Card Fees
|
2,362
|
2,002
|
4,537
|
3,921
|
|||||||||||||
|
Other
|
2,633
|
2,736
|
5,364
|
5,737
|
|||||||||||||
|
Total Noninterest Income
|
14,674
|
14,634
|
28,641
|
28,676
|
|||||||||||||
|
NONINTEREST EXPENSE
|
|||||||||||||||||
|
Salaries and Associate Benefits
|
15,584
|
16,049
|
32,363
|
33,286
|
|||||||||||||
|
Occupancy, Net
|
2,585
|
2,540
|
4,993
|
4,885
|
|||||||||||||
|
Furniture and Equipment
|
2,192
|
2,304
|
4,373
|
4,642
|
|||||||||||||
|
Intangible Amortization
|
710
|
1,010
|
1,420
|
2,021
|
|||||||||||||
|
Other Real Estate Expense
|
4,082
|
1,333
|
6,907
|
2,092
|
|||||||||||||
|
Other
|
9,476
|
9,694
|
17,957
|
18,261
|
|||||||||||||
|
Total Noninterest Expense
|
34,629
|
32,930
|
68,013
|
65,187
|
|||||||||||||
|
INCOME (LOSS) BEFORE INCOME TAXES
|
781
|
373
|
(5,354
|
)
|
743
|
||||||||||||
|
Income Tax Expense (Benefit)
|
50
|
(401
|
)
|
(2,622
|
)
|
(681
|
)
|
||||||||||
|
NET INCOME (LOSS)
|
$
|
731
|
$
|
774
|
$
|
(2,732)
|
$
|
1,424
|
|||||||||
|
Basic Net Income (Loss) Per Share
|
$
|
0.04
|
$
|
0.04
|
$
|
(0.16)
|
$
|
0.08
|
|||||||||
|
Diluted Net Income (Loss) Per Share
|
$
|
0.04
|
$
|
0.04
|
$
|
(0.16)
|
$
|
0.08
|
|||||||||
|
Average Basic Shares Outstanding
|
17,063,176
|
17,009,672
|
17,060,135
|
17,059,175
|
|||||||||||||
|
Average Diluted Shares Outstanding
|
17,074,202
|
17,010,157
|
17,071,031
|
17,059,741
|
|||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
-5-
CAPITAL CITY BANK GROUP, INC.
(Unaudited)
|
(Dollars In Thousands, Except Share Data)
|
Shares Outstanding
|
Common Stock
|
Additional
Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive (Loss) Income, Net of Taxes
|
Total
|
|||||||||||||||
|
Balance, December 31, 2009
|
17,036,407
|
$
|
170
|
$
|
36,099
|
$
|
246,460
|
$
|
(14,830
|
)
|
$
|
267,899
|
|||||||||
|
Comprehensive Income:
|
|||||||||||||||||||||
|
Net Loss
|
-
|
-
|
-
|
(2,732
|
)
|
-
|
(2,732
|
)
|
|||||||||||||
|
Net Change in Unrealized Gain On
Available-for-Sale Securities (net of tax)
|
927
|
927
|
|||||||||||||||||||
|
Total Comprehensive Loss
|
-
|
-
|
-
|
(1,805
|
)
|
||||||||||||||||
|
Cash Dividends ($.2900 per share)
|
-
|
-
|
-
|
(4,949
|
)
|
-
|
(4,949
|
)
|
|||||||||||||
|
Stock Performance Plan Compensation
|
-
|
-
|
115
|
-
|
-
|
115
|
|||||||||||||||
|
Issuance of Common Stock
|
31,019
|
1
|
419
|
-
|
-
|
420
|
|||||||||||||||
|
Balance, June 30, 2010
|
17,067,426
|
$
|
171
|
$
|
36,633
|
$
|
238,779
|
$
|
(13,903
|
)
|
$
|
261,680
|
|||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
-6-
CAPITAL CITY BANK GROUP, INC.
FOR THE SIX MONTHS ENDED JUNE 30
(Unaudited)
|
(Dollars in Thousands)
|
2010
|
2009
|
||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net (Loss) Income
|
$
|
(2,732
|
)
|
$
|
1,424
|
|||
|
Adjustments to Reconcile Net Income to
Cash Provided by Operating Activities:
|
||||||||
|
Provision for Loan Losses
|
14,373
|
16,836
|
||||||
|
Depreciation
|
3,495
|
3,350
|
||||||
|
Net Securities Amortization
|
1,537
|
1,044
|
||||||
|
Amortization of Intangible Assets
|
1,420
|
2,021
|
||||||
|
Gain on Securities Transactions
|
(5
|
)
|
(6
|
)
|
||||
|
Loss on Impaired Security
|
61
|
-
|
||||||
|
Origination of Loans Held-for-Sale
|
(59,639
|
)
|
(56,294
|
)
|
||||
|
Proceeds From Sales of Loans Held-for-Sale
|
56,119
|
58,927
|
||||||
|
Net Gain From Sales of Loans Held-for-Sale
|
(1,149
|
)
|
(1,486
|
)
|
||||
|
Non-Cash Compensation
|
115
|
-
|
||||||
|
Increase in Deferred Income Taxes
|
538
|
2,061
|
||||||
|
Net Decrease (Increase) in Other Assets
|
7,495
|
(12,870
|
)
|
|||||
|
Net Increase in Other Liabilities
|
10,186
|
20,653
|
||||||
|
Net Cash Provided By Operating Activities
|
31,814
|
35,660
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Securities Available-for-Sale:
|
||||||||
|
Purchases
|
(91,038
|
)
|
(40,544
|
)
|
||||
|
Sales
|
505
|
1,986
|
||||||
|
Payments, Maturities, and Calls
|
47,871
|
35,184
|
||||||
|
Net Decrease (Increase) in Loans
|
54,993
|
(46,025
|
)
|
|||||
|
Purchase of Premises & Equipment
|
(4,858
|
)
|
(5,969
|
)
|
||||
|
Proceeds From Sales of Premises & Equipment
|
-
|
2
|
||||||
|
Net Cash Provided By (Used In) Investing Activities
|
7,473
|
(55,366
|
)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
(Decrease) Increase in Deposits
|
(57,923
|
)
|
13,757
|
|||||
|
Net (Decrease) Increase in Short-Term Borrowings
|
(14,465
|
)
|
11,950
|
|||||
|
Increase in Other Long-Term Borrowings
|
8,015
|
2,666
|
||||||
|
Repayment of Other Long-Term Borrowings
|
(1,790
|
)
|
(1,788
|
)
|
||||
|
Dividends Paid
|
(4,949
|
)
|
(6,486
|
)
|
||||
|
Repurchase of Common Stock
|
-
|
(1,561
|
)
|
|||||
|
Issuance of Common Stock
|
420
|
629
|
||||||
|
Net Cash (Used In) Provided By Financing Activities
|
(70,692
|
)
|
19,167
|
|||||
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(31,405
|
)
|
(539
|
)
|
||||
|
Cash and Cash Equivalents at Beginning of Period
|
334,293
|
94,949
|
||||||
|
Cash and Cash Equivalents at End of Period
|
$
|
302,888
|
$
|
94,410
|
||||
|
Supplemental Disclosure:
|
||||||||
|
Interest Paid on Deposits
|
$
|
5,804
|
$
|
5,181
|
||||
|
Interest Paid on Debt
|
$
|
2,407
|
$
|
3,153
|
||||
|
Taxes Paid
|
$
|
338
|
$
|
5,643
|
||||
|
Loans Transferred to Other Real Estate Owned
|
$
|
23,904
|
$
|
13,553
|
||||
|
Issuance of Common Stock as Non-Cash Compensation
|
$
|
420
|
$
|
154
|
||||
|
Transfer of Current Portion of Long-Term Borrowings
|
$
|
16
|
-
|
|||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
-7-
CAPITAL CITY BANK GROUP, INC.
|
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Presentation
Capital City Bank Group, Inc. (“CCBG” or the “Company”) provides a full range of banking and banking-related services to individual and corporate clients through its subsidiary, Capital City Bank, with banking offices located in Florida, Georgia, and Alabama. The Company is subject to competition from other financial institutions, is subject to regulation by certain government agencies and undergoes periodic examinations by those regulatory authorities.
The unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Prior period financial statements have been reformatted and amounts reclassified, as necessary, to conform with the current presentation. The Company and its subsidiary follow accounting principles generally accepted in the United States (“GAAP”) and reporting practices applicable to the banking industry. The principles that materially affect its financial position, results of operations and cash flows are set forth in the Notes to Consolidated Financial Statements which are included in the 2009 Form 10-K.
In the opinion of management, the consolidated financial statements contain all adjustments, which are those of a recurring nature, and disclosures necessary to present fairly the financial position of the Company as of June 30, 2010 and December 31, 2009, the results of operations for the three and six months ended June 30, 2010 and 2009, and cash flows for the six months ended June 30, 2010 and 2009.
|
NOTE 2 - INVESTMENT SECURITIES
|
Investment Portfolio Composition. The amortized cost and related market value of investment securities available-for-sale were as follows:
|
June 30, 2010
|
||||||||||||||||
|
(Dollars in Thousands)
|
Amortized Cost
|
Unrealized Gains
|
Unrealized Losses
|
Market Value
|
||||||||||||
|
U.S. Treasury
|
$
|
79,521
|
$
|
1,386
|
$
|
-
|
$
|
80,907
|
||||||||
|
States and Political Subdivisions
|
92,963
|
735
|
2
|
93,696
|
||||||||||||
|
Residential Mortgage-Backed Securities
|
30,747
|
899
|
-
|
31,646
|
||||||||||||
|
Other Securities(1)
|
13,136
|
-
|
600
|
12,536
|
||||||||||||
|
Total Investment Securities
|
$
|
216,367
|
$
|
3,020
|
$
|
602
|
$
|
218,785
|
||||||||
|
December 31, 2009
|
||||||||||||||||
|
(Dollars in Thousands)
|
Amortized Cost
|
Unrealized Gains
|
Unrealized Losses
|
Market Value
|
||||||||||||
|
U.S. Treasury
|
$
|
22,270
|
$
|
174
|
$
|
-
|
$
|
22,444
|
||||||||
|
States and Political Subdivisions
|
106,455
|
1,166
|
71
|
107,550
|
||||||||||||
|
Residential Mortgage-Backed Securities
|
33,375
|
798
|
30
|
34,143
|
||||||||||||
|
Other Securities(1)
|
13,236
|
-
|
700
|
12,536
|
||||||||||||
|
Total Investment Securities
|
$
|
175,336
|
$
|
2,138
|
$
|
801
|
$
|
176,673
|
||||||||
|
(1)
|
Includes Federal Home Loan Bank and Federal Reserve Bank stock recorded at cost of $7.7 million and $4.8 million, respectively, at June 30, 2010, and $7.7 million and $4.8 million, respectively, at December 31, 2009.
|
-8-
Securities with an amortized cost of $57.3 million and $62.9 million at June 30, 2010 and December 31, 2009, respectively, were pledged to secure public deposits and for other purposes.
The Company’s subsidiary, Capital City Bank, as a member of the Federal Home Loan Bank (“FHLB”) of Atlanta, is required to own capital stock in the FHLB of Atlanta based generally upon the balances of residential and commercial real estate loans, and FHLB advances. FHLB stock of $7.7 million, which is included in other securities, is pledged to secure FHLB advances. No ready market exists for this stock, and it has no quoted market value. However, redemption of this stock has historically been at par value.
Maturity Distribution. As of June 30, 2010, the Company's investment securities had the following maturity distribution based on contractual maturities:
|
(Dollars in Thousands)
|
Amortized Cost
|
Market Value
|
||||||
|
Due in one year or less
|
$
|
74,434
|
$
|
75,034
|
||||
|
Due after one through five years
|
128,654
|
131,068
|
||||||
|
Due after five through 10 years
|
143
|
147
|
||||||
|
No Maturity
|
13,136
|
12,536
|
||||||
|
Total Investment Securities
|
$
|
216,367
|
$
|
218,785
|
||||
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Other Than Temporarily Impaired Securities. The following table summarizes the investment securities with unrealized losses at June 30, 2010 aggregated by major security type and length of time in a continuous unrealized loss position:
|
June 30, 2010
|
||||||||||||||||||||||||
|
Less Than
12 Months
|
Greater Than
12 Months
|
Total
|
||||||||||||||||||||||
|
(Dollars in Thousands)
|
Market
Value
|
Unrealized
Losses
|
Market
Value
|
Unrealized
Losses
|
Market
Value
|
Unrealized
Losses
|
||||||||||||||||||
|
U.S. Treasury
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||
|
U.S. Government Agencies and Corporations
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
States and Political Subdivisions
|
1,276
|
2
|
-
|
-
|
1,276
|
2
|
||||||||||||||||||
|
Mortgage-Backed Securities
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
Other Securities
|
-
|
600
|
-
|
-
|
-
|
600
|
||||||||||||||||||
|
Total Investment Securities
|
$
|
1,276
|
$
|
602
|
$
|
-
|
$
|
-
|
$
|
1,276
|
$
|
602
|
||||||||||||
Management evaluates securities for other than temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: 1) the length of time and the extent to which the fair value has been less than amortized cost, 2) the financial condition and near-term prospects of the issuer, and 3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for recovery in the fair value above amortized cost. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by rating agencies have occurred, regulatory issues, and analysts’ reports.
At June 30, 2010, the Company had securities of $218.8 million with net unrealized gains of $2.4 million on these securities. Approximately $1.3 million of the investment securities, consisting of seven positions, have an unrealized loss totaling $0.6 million. Six of these positions representing approximately $1.3 million of our investment portfolio have minimal unrealized losses. All of the positions have been in a loss position for less than 12 months. These positions consist of municipal bonds pre-refunded with U.S. Government securities which are not considered impaired, and are expected to mature at par or better. The remaining position is a bank preferred stock issue that has an unrealized loss of $0.6 million and a zero book value as of June 30, 2010. This security has accumulated other than temporary credit impairment of $0.4 million. The Company continues to closely monitor the fair value of this security as the subject bank continues to experience negative operating trends.
-9-
NOTE 3 - LOANS
The composition of the Company's loan portfolio was as follows:
|
(Dollars in Thousands)
|
June 30, 2010
|
December 31, 2009
|
||||||
|
Commercial, Financial and Agricultural
|
$
|
161,268
|
$
|
189,061
|
||||
|
Real Estate-Construction(2)
|
56,910
|
111,249
|
||||||
|
Real Estate-Commercial(2)
|
676,516
|
716,791
|
||||||
|
Real Estate-Residential(1) (2)
|
447,555
|
408,578
|
||||||
|
Real Estate-Home Equity
|
247,726
|
246,722
|
||||||
|
Real Estate-Loans Held-for-Sale
|
12,939
|
7,891
|
||||||
|
Consumer
|
218,868
|
235,648
|
||||||
|
Loans, Net of Unearned Interest
|
$
|
1,821,782
|
$
|
1,915,940
|
||||
|
(1)
|
Includes loans in process with outstanding balances of $9.4 million and $10.7 million for June 30, 2010 and December 31, 2009, respectively.
|
|
(2)
|
Reclassified $10 million in construction loans to residential real estate category and $30 million in commercial real estate loans to the residential real estate to better reflect the nature of the loans and their underlying collateral.
|
Net deferred fees included in loans at June 30, 2010 and December 31, 2009 were $1.9 million and $2.0 million, respectively.
NOTE 4 - ALLOWANCE FOR LOAN LOSSES
An analysis of the changes in the allowance for loan losses for the six month periods ended June 30 was as follows:
|
(Dollars in Thousands)
|
2010
|
2009
|
||||||
|
Balance, Beginning of Period
|
$
|
43,999
|
$
|
37,004
|
||||
|
Provision for Loan Losses
|
14,373
|
16,836
|
||||||
|
Recoveries on Loans Previously Charged-Off
|
2,129
|
1,604
|
||||||
|
Loans Charged-Off
|
(22,059
|
)
|
(13,662
|
)
|
||||
|
Balance, End of Period
|
$
|
38,442
|
$
|
41,782
|
||||
Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Selected information pertaining to impaired loans is depicted in the table below:
|
June 30, 2010
|
December 31, 2009
|
|||||||||||||||
|
(Dollars in Thousands)
|
Balance
|
Valuation Allowance
|
Balance
|
Valuation Allowance
|
||||||||||||
|
Impaired Loans:
|
||||||||||||||||
|
With Related Valuation Allowance
|
$
|
83,750
|
$
|
16,213
|
$
|
83,986
|
$
|
21,066
|
||||||||
|
Without Related Valuation Allowance
|
21,500
|
-
|
27,926
|
-
|
||||||||||||
|
NOTE 5 - INTANGIBLE ASSETS
|
The Company had net intangible assets of $87.4 million and $88.8 million at June 30, 2010 and December 31, 2009, respectively. Intangible assets were as follows:
|
June 30, 2010
|
December 31, 2009
|
|||||||||||||||
|
(Dollars in Thousands)
|
Gross
Amount
|
Accumulated
Amortization
|
Gross
Amount
|
Accumulated
Amortization
|
||||||||||||
|
Core Deposit Intangibles
|
$
|
47,176
|
$
|
45,267
|
$
|
47,176
|
$
|
43,943
|
||||||||
|
Goodwill
|
84,811
|
-
|
84,811
|
-
|
||||||||||||
|
Customer Relationship Intangible
|
1,867
|
1,166
|
1,867
|
1,070
|
||||||||||||
|
Total Intangible Assets
|
$
|
133,854
|
$
|
46,433
|
$
|
133,854
|
$
|
45,013
|
||||||||
Net Core Deposit Intangibles: As of June 30, 2010 and December 31, 2009, the Company had net core deposit intangibles of $1.9 million and $3.2 million, respectively. Amortization expense for the first six months of 2010 and 2009 was approximately $1.4 million and $2.0 million, respectively. Estimated annual amortization expense for 2010 is $2.7 million.
-10-
Goodwill: As of June 30, 2010 and December 31, 2009, the Company had goodwill, net of accumulated amortization, of $84.8 million. Goodwill is the Company's only intangible asset that is no longer subject to amortization under the provisions of Accounting Standards Codification (“ASC”) 350-20-35-1, “Goodwill and Other Intangible Assets.”
The book value of our equity exceeded our market capitalization as of June 30, 2010, and as such we considered the guidelines set forth in ASC Topic 350 to discern whether further testing for potential impairment was needed. Based on this assessment, we concluded that no further testing for impairment was needed as of June 30, 2010.
Other: As of June 30, 2010 and December 31, 2009, the Company had a customer relationship intangible asset, net of accumulated amortization, of $0.7 million and $0.8 million, respectively. This intangible asset was recorded as a result of the March 2004 acquisition of trust customer relationships from Synovus Trust Company. Amortization expense for the first six months of 2010 and 2009 was approximately $96,000. Estimated annual amortization expense is approximately $191,000 based on using a 10-year useful life.
NOTE 6 - DEPOSITS
The composition of the Company's interest bearing deposits at June 30, 2010 and December 31, 2009 was as follows:
|
(Dollars in Thousands)
|
June 30, 2010
|
December 31, 2009
|
||||||
|
NOW Accounts
|
$
|
891,636
|
$
|
899,649
|
||||
|
Money Market Accounts
|
303,369
|
373,105
|
||||||
|
Savings Deposits
|
132,174
|
122,370
|
||||||
|
Other Time Deposits
|
412,964
|
435,319
|
||||||
|
Total Interest Bearing Deposits
|
$
|
1,740,143
|
$
|
1,830,443
|
||||
|
NOTE 7 - STOCK-BASED COMPENSATION
|
The Company recognizes the cost of stock-based associate stock compensation in accordance with ASC-718-20-05-1 and ASC 718-50-05-01, (formerly SFAS No. 123R), "Share-Based Payment” (Revised) under the fair value method.
As of June 30, 2010, the Company had three stock-based compensation plans, consisting of the 2005 Associate Stock Incentive Plan ("ASIP"), the 2005 Associate Stock Purchase Plan ("ASPP"), and the 2005 Director Stock Purchase Plan ("DSPP"). Total compensation expense associated with these plans for the six months ended June 30, 2010 and 2009 was $184,000 and $81,000, respectively.
ASIP. The Company's ASIP allows the Company's Board of Directors to award key associates various forms of equity-based incentive compensation. Under the ASIP, all participants in this plan are eligible to earn an equity award, in the form of performance shares. The Company, under the terms and conditions of the ASIP, created the 2010 Incentive Plan (“2010 Plan”), which has an award tied to an internally established earnings goal for 2010. The grant-date fair value of the shares eligible to be awarded in 2010 is approximately $913,000. In addition, each plan participant is eligible to receive from the Company a tax supplement bonus equal to 31% of the stock award value at the time of issuance. A total of 58,648 shares are eligible for issuance. For the first six months of 2010, the Company recognized approximately $115,000 in expense related to the ASIP.
A total of 875,000 shares of common stock have been reserved for issuance under the ASIP. To date, the Company has issued a total of 67,040 shares of common stock under the ASIP.
Executive Stock Option Agreement. Prior to 2007, the Company maintained a stock option arrangement for a key executive officer (William G. Smith, Jr. - Chairman, President and CEO, CCBG). The status of the options granted under this arrangement is detailed in the table provided below. In 2007, the Company replaced its practice of entering into a stock option arrangement by establishing a Performance Share Unit Plan under the provisions of the ASIP that allows the executive to earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period. The details of this program for the executive are outlined in a Form 8-K filing dated January 31, 2007. No expense related to this plan was recognized for the first six months of 2010 and 2009 as results did not meet the earnings performance goal.
-11-
A summary of the status of the Company’s options as of June 30, 2010 is presented below:
|
Options
|
Shares
|
Weighted-Average Exercise Price
|
Weighted-Average Remaining Term
|
Aggregate Intrinsic Value
|
||||||||||||
|
Outstanding at January 1, 2010
|
60,384 | $ | 32.79 | 4.9 | $ | - | ||||||||||
|
Granted
|
- | - | - | - | ||||||||||||
|
Exercised
|
- | - | - | - | ||||||||||||
|
Forfeited or expired
|
- | - | - | - | ||||||||||||
|
Outstanding at June 30, 2010
|
60,384 | $ | 32.79 | 4.4 | $ | - | ||||||||||
|
Exercisable at June 30, 2010
|
60,384 | $ | 32.79 | 4.4 | $ | - | ||||||||||
Compensation expense associated with the aforementioned option shares was fully recognized as of December 31, 2007.
DSPP. The Company's DSPP allows the directors to purchase the Company's common stock at a price equal to 90% of the closing price on the date of purchase. Stock purchases under the DSPP are limited to the amount of the director’s annual cash compensation. The DSPP has 93,750 shares reserved for issuance. A total of 75,331 shares have been issued since the inception of the DSPP. For the first six months 2010 and 2009, the Company recognized approximately $14,000 in expense related to this plan.
ASPP. Under the Company's ASPP, substantially all associates may purchase the Company's common stock through payroll deductions at a price equal to 90% of the lower of the fair market value at the beginning or end of each six-month offering period. Stock purchases under the ASPP are limited to 10% of an associate's eligible compensation, up to a maximum of $25,000 (fair market value on each enrollment date) in any plan year. Shares are issued at the beginning of the quarter following each six-month offering period. The ASPP has 593,750 shares of common stock reserved for issuance. A total of 129,876 shares have been issued since inception of the ASPP. For the first six months of 2010, the Company recognized approximately $56,000 in expense related to the ASPP plan compared to approximately $67,000 in expense for the same period in 2009.
NOTE 8 - EMPLOYEE BENEFIT PLANS
The Company has a defined benefit pension plan covering substantially all full-time and eligible part-time associates and a Supplemental Executive Retirement Plan (“SERP”) covering its executive officers.
The components of the net periodic benefit costs for the Company's qualified benefit pension plan were as follows:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
(Dollars in Thousands)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
Discount Rate
|
5.75
|
%
|
6.00
|
%
|
5.75
|
%
|
6.00
|
%
|
||||||||
|
Long-Term Rate of Return on Assets
|
8.00
|
%
|
8.00
|
%
|
8.00
|
%
|
8.00
|
%
|
||||||||
|
Service Cost
|
$
|
1,525
|
$
|
1,525
|
$
|
3,050
|
$
|
3,050
|
||||||||
|
Interest Cost
|
1,175
|
1,200
|
2,350
|
2,400
|
||||||||||||
|
Expected Return on Plan Assets
|
(1,525
|
)
|
(1,275
|
)
|
(3,050
|
)
|
(2,550
|
)
|
||||||||
|
Prior Service Cost Amortization
|
125
|
125
|
250
|
250
|
||||||||||||
|
Net Loss Amortization
|
525
|
750
|
1,050
|
1,500
|
||||||||||||
|
Net Periodic Benefit Cost
|
$
|
1,825
|
$
|
2,325
|
$
|
3,650
|
$
|
4,650
|
||||||||
The components of the net periodic benefit costs for the Company's SERP were as follows:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
(Dollars in Thousands)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
Discount Rate
|
5.75
|
%
|
6.00
|
%
|
5.75
|
%
|
6.00
|
%
|
||||||||
|
Service Cost
|
$
|
-
|
$
|
5
|
$
|
-
|
$
|
10
|
||||||||
|
Interest Cost
|
42
|
74
|
84
|
148
|
||||||||||||
|
Prior Service Cost Amortization
|
45
|
45
|
90
|
90
|
||||||||||||
|
Net Loss Amortization
|
(85
|
)
|
(5
|
)
|
(170
|
)
|
(11
|
)
|
||||||||
|
Net Periodic Benefit Cost
|
$
|
2
|
$
|
119
|
$
|
4
|
$
|
237
|
||||||||
-12-
|
NOTE 9 - COMMITMENTS AND CONTINGENCIES
|
Lending Commitments. The Company is a party to financial instruments with off-balance sheet risks in the normal course of business to meet the financing needs of its clients. These financial instruments consist of commitments to extend credit and standby letters of credit.
The Company’s maximum exposure to credit loss under standby letters of credit and commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in establishing commitments and issuing letters of credit as it does for on-balance sheet instruments. As of June 30, 2010, the amounts associated with the Company’s off-balance sheet obligations were as follows:
|
(Dollars in Thousands)
|
Amount
|
|||
|
Commitments to Extend Credit(1)
|
$
|
345,832
|
||
|
Standby Letters of Credit
|
$
|
12,957
|
||
|
(1)
|
Commitments include unfunded loans, revolving lines of credit, and other unused commitments.
|
Commitments to extend credit are agreements to lend to clients so 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 payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Contingencies. The Company is a party to lawsuits and claims arising out of the normal course of business. In management's opinion, there are no known pending claims or litigation, the outcome of which would, individually or in the aggregate, have a material effect on the consolidated results of operations, financial position, or cash flows of the Company.
Indemnification Obligation. The Company is a member of the Visa U.S.A. network. Visa U.S.A believes that its member banks are required to indemnify it for potential future settlement of certain litigation (the “Covered Litigation”). As of June 30, 2010, the Company had approximately $0.8 million accrued for the contingent liability related to the Covered Litigation. The Company could be required to separately fund its proportionate share of any Covered Litigation losses, however, it is expected that all or a substantial amount of future settlements will be funded by a litigation escrow account established by Visa Inc.
NOTE 10 - COMPREHENSIVE INCOME
FASB Topic ASC 220, “Comprehensive Income” (Formerly SFAS No. 130), requires that certain transactions and other economic events that bypass the income statement be displayed as other comprehensive income. Comprehensive income totaled $1.6 million for the six months ended June 30, 2010 and $1.4 million for the comparable period in 2009. The Company’s comprehensive income consists of net income and changes in unrealized gains and losses on securities available-for-sale (net of income taxes) and changes in the pension liability (net of taxes). The after-tax increase in net unrealized gains on securities totaled approximately $927,000 for the six months ended June 30, 2010. Reclassification adjustments consist only of realized gains and losses on sales of investment securities and were not material for the same comparable periods. As of June 30, 2010, total accumulated other comprehensive loss (net of taxes) totaled $13.9 million consisting of a pension liability of $15.4 million and an unrealized gain on investment securities of $1.5 million. For the six month period ended June 30, 2010, there was no change in the Company’s pension liability as this liability is adjusted on an annual basis at December 31st per ASC 715.
NOTE 11 – FAIR VALUE MEASUREMENTS
The Company adopted the provisions of ASC 820-10 (Formerly SFAS No. 157), "Fair Value Measurements," for financial assets and financial liabilities effective January 1, 2008. Subsequently, on January 1, 2009, the Company adopted ASC 820-10-15 (Formerly SFAS No. 157-2) "Effective Date of FASB Statement No. 157" for non-financial assets and non-financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.
-13-
ASC 820-10 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820-10 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value effective January 1, 2008.
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Securities Available for Sale. Securities classified as available for sale are reported at fair value on a recurring basis utilizing Level 1, 2, or 3 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service or a model that uses, as inputs, observable market based parameters. The fair value measurements consider observable data that may include quoted prices in active markets, or other inputs, including dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, and credit information and the bond's terms and conditions.
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
|
(Dollars in Thousands)
|
Level 1 Inputs
|
Level 2 Inputs
|
Level 3 Inputs
|
Total Fair Value
|
||||||||||||
|
June 30, 2010
|
||||||||||||||||
|
Securities available for sale:
|
||||||||||||||||
|
US Treasury
|
$ | 80,907 | $ | - | $ | - | $ | 80,907 | ||||||||
|
States and Political Subdivisions
|
4,507 | 89,189 | - | 93,696 | ||||||||||||
|
Residential Mortgage-Backed Securities
|
- | 31,646 | - | 31,646 | ||||||||||||
|
December 31, 2009
|
||||||||||||||||
|
Securities available for sale:
|
||||||||||||||||
|
US Treasury
|
22, 444 | - | - | 22,444 | ||||||||||||
|
States and Political Subdivisions
|
3,709 | 103,841 | - | 107,550 | ||||||||||||
|
Residential Mortgage-Backed Securities
|
- | 34,143 | - | 34,143 | ||||||||||||
-14-
Certain financial and non-financial assets measured at fair value on a nonrecurring basis are detailed below; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial and non-financial liabilities measured at fair value on a nonrecurring basis were not significant at June 30, 2010.
Impaired Loans. On a non-recurring basis, certain impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the liquidation of collateral. Collateral values are estimated using Level 2 inputs based on customized discounting criteria. Impaired loans had a carrying value of $105.3 million, with a valuation allowance of $16.2 million, resulting in an additional provision for loan losses of $4.9 million for the six month period ended June 30, 2010.
Loans Held for Sale. Loans held for sale were $12.9 million as of June 30, 2010. These loans are carried at the lower of cost or fair value and are adjusted to fair value on a non-recurring basis. Fair value is based on observable markets rates for comparable loan products which is considered a Level 2 fair value measurement.
Other Real Estate Owned. During the first six months of 2010, certain foreclosed assets, upon initial recognition, were measured and reported at fair value through a charge-off to the allowance for loan losses based on the fair value of the foreclosed asset. The fair value of the foreclosed asset, upon initial recognition, is estimated using Level 2 inputs based on observable market data. Foreclosed assets measured at fair value upon initial recognition totaled $23.9 million during the six months ended June 30, 2010. In addition, the Company recognized subsequent losses totaling $4.1 million for foreclosed assets that were re-valued during the six months ended June 30, 2010. The carrying value of foreclosed assets was $48.1 million at June 30, 2010.
Other Financial Instruments. Many of the Company’s assets and liabilities are short-term financial instruments whose carrying values approximate fair value. These items include Cash and Due From Banks, Interest Bearing Deposits with Other Banks, Federal Funds Sold, Federal Funds Purchased, Securities Sold Under Repurchase Agreements, and Short-Term Borrowings. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. The resulting fair values may be significantly affected by the assumptions used, including the discount rates and estimates of future cash flows.
A detailed description of the valuation methodologies used in estimating the fair value of financial instruments is set forth in the Company’s 2009 Form 10-K.
The Company’s financial instruments that have estimated fair values are presented below:
|
June 30, 2010
|
December 31, 2009
|
|||||||||||||||
|
(Dollars in Thousands)
|
Carrying
Value
|
Estimated
Fair
Value
|
Carrying
Value
|
Estimated
Fair
Value
|
||||||||||||
|
Financial Assets:
|
||||||||||||||||
|
Cash
|
$
|
52,380
|
$
|
52,380
|
$
|
57,877
|
$
|
57,877
|
||||||||
|
Short-Term Investments
|
250,508
|
250,508
|
276,416
|
276,416
|
||||||||||||
|
Investment Securities
|
218,785
|
218,785
|
176,673
|
176,673
|
||||||||||||
|
Loans, Net of Allowance for Loan Losses
|
1,783,340
|
1,761,917
|
1,871,941
|
1,851,699
|
||||||||||||
|
Total Financial Assets
|
$
|
2,305,013
|
$
|
2,283,590
|
$
|
2,382,907
|
$
|
2,362,665
|
||||||||
|
Financial Liabilities:
|
||||||||||||||||
|
Deposits
|
$
|
2,200,311
|
$
|
2,202,577
|
$
|
2,258,234
|
$
|
2,258,899
|
||||||||
|
Short-Term Borrowings
|
21,376
|
20,773
|
35,841
|
34,209
|
||||||||||||
|
Subordinated Notes Payable
|
62,887
|
62,888
|
62,887
|
62,569
|
||||||||||||
|
Long-Term Borrowings
|
55,605
|
58,839
|
49,380
|
51,509
|
||||||||||||
|
Total Financial Liabilities
|
$
|
2,340,179
|
$
|
2,345,077
|
$
|
2,406,342
|
$
|
2,407,186
|
||||||||
All non-financial instruments are excluded from the above table. The disclosures also do not include certain intangible assets such as client relationships, deposit base intangibles and goodwill. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
-15-
NOTE 12 – NEW AUTHORITATIVE ACCOUNTING GUIDANCE
Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures About Fair Value Measurements.” ASU 2010-06 requires expanded disclosures related to fair value measurements including (i) the amounts of significant transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy and the reasons for the transfers, (ii) the reasons for transfers of assets or liabilities in or out of Level 3 of the fair value hierarchy, with significant transfers disclosed separately, (iii) the policy for determining when transfers between levels of the fair value hierarchy are recognized and (iv) for recurring fair value measurements of assets and liabilities in Level 3 of the fair value hierarchy, a gross presentation of information about purchases, sales, issuances and settlements. ASU 2010-06 further clarifies that (i) fair value measurement disclosures should be provided for each class of assets and liabilities (rather than major category), which would generally be a subset of assets or liabilities within a line item in the statement of financial position and (ii) company’s should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for each class of assets and liabilities included in Levels 2 and 3 of the fair value hierarchy. The disclosures related to the gross presentation of purchases, sales, issuances and settlements of assets and liabilities included in Level 3 of the fair value hierarchy will be required for the Company beginning January 1, 2011. The remaining disclosure requirements and clarifications made by ASU 2010-06 became effective for the Company on January 1, 2010 and did not have a significant impact on the Company’s financial statements.
ASU No. 2009-17, “Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU 2009-17 amends prior guidance to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. ASU 2009-17 requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its effect on the entity’s financial statements. ASU 2009-17 became effective January 1, 2010 and did not have a significant impact on the Company’s financial statements.
ASU No. 2009-16, “Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets.” The new authoritative accounting guidance amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The new authoritative accounting guidance eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. ASU 2009-16 also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative accounting guidance under ASU 2009-16 became effective January 1, 2010 and did not have a significant impact on the Company’s financial statements.
ASU No.2010-20, “Receivable (Topic 310) - Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” The accounting standard was amended to enhance transparency regarding credit losses and the credit quality of loan and lease receivables. Under this statement, allowance for credit losses are to be disclosed by portfolio segment, while credit quality information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivable. Disclosure of the nature and extent, the financial impact and segment information of troubled debt restructurings will also be required. The disclosures are to be presented at the level of disaggregation that management uses when assessing and monitoring the portfolio’s risk and performance. This amendment addresses disclosure only and does not seek to change measurement or recognition. The new authoritative accounting guidance under Subtopic 310 will be effective in the fourth quarter of 2010 and will be included in the notes to the financial statements for the Company’s 2010 Form 10-K.
-16-
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
2010
|
2009
|
2008
|
||||||||||||||||||||||||||||||
|
(Dollars in Thousands, Except Per Share Data)
|
Second
|
First
|
Fourth
|
Third
|
Second
|
First
|
Fourth
|
Third(1)
|
||||||||||||||||||||||||
|
Summary of Operations:
|
||||||||||||||||||||||||||||||||
|
Interest Income
|
$ | 27,934 | $ | 28,154 | $ | 29,756 | $ | 30,787 | $ | 31,180 | $ | 31,053 | $ | 33,229 | $ | 34,654 | ||||||||||||||||
|
Interest Expense
|
3,565 | 4,132 | 4,464 | 4,235 | 4,085 | 4,058 | 5,482 | 7,469 | ||||||||||||||||||||||||
|
Net Interest Income
|
24,369 | 24,022 | 25,292 | 26,552 | 27,095 | 26,995 | 27,747 | 27,185 | ||||||||||||||||||||||||
|
Provision for Loan Losses
|
3,633 | 10,740 | 10,834 | 12,347 | 8,426 | 8,410 | 12,497 | 10,425 | ||||||||||||||||||||||||
|
Net Interest Income After
Provision for Loan Losses
|
20,736 | 13,282 | 14,458 | 14,205 | 18,669 | 18,585 | 15,250 | 16,760 | ||||||||||||||||||||||||
|
Noninterest Income
|
14,674 | 13,967 | 14,411 | 14,304 | 14,634 | 14,042 | 13,311 | 20,212 | ||||||||||||||||||||||||
|
Noninterest Expense
|
34,629 | 33,384 | 35,313 | 31,615 | 32,930 | 32,257 | 31,002 | 29,916 | ||||||||||||||||||||||||
|
Income (Loss) Before Provision for Income Taxes
|
781 | (6,135 | ) | (6,444 | ) | (3,106 | ) | 373 | 370 | (2,441 | ) | 7,056 | ||||||||||||||||||||
|
Income Tax Expense (Benefit)
|
50 | (2,672 | ) | (3,037 | ) | (1,618 | ) | (401 | ) | (280 | ) | (738 | ) | 2,218 | ||||||||||||||||||
|
Net Income (Loss)
|
$ | 731 | $ | (3,463 | ) | $ | (3,407 | ) | $ | (1,488 | ) | $ | 774 | $ | 650 | $ | (1,703 | ) | $ | 4,838 | ||||||||||||
|
Net Interest Income (FTE)
|
$ | 24,738 | $ | 24,473 | $ | 25,845 | $ | 27,128 | $ | 27,679 | $ | 27,578 | $ | 28,387 | $ | 27,802 | ||||||||||||||||
|
Per Common Share:
|
||||||||||||||||||||||||||||||||
|
Net Income (Loss) Basic
|
$ | 0.04 | $ | (0.20 | ) | $ | (0.20 | ) | $ | (0.08 | ) | $ | 0.04 | $ | 0.04 | $ | (0.10 | ) | $ | 0.29 | ||||||||||||
|
Net Income (Loss) Diluted
|
0.04 | (0.20 | ) | (0.20 | ) | (0.08 | ) | 0.04 | 0.04 | (0.10 | ) | 0.29 | ||||||||||||||||||||
|
Dividends Declared
|
0.100 | 0.190 | 0.190 | 0.190 | 0.190 | 0.190 | 0.190 | 0.185 | ||||||||||||||||||||||||
|
Diluted Book Value
|
15.32 | 15.34 | 15.72 | 15.76 | 16.03 | 16.18 | 16.27 | 17.45 | ||||||||||||||||||||||||
|
Market Price:
|
||||||||||||||||||||||||||||||||
|
High
|
18.25 | 14.61 | 14.34 | 17.10 | 17.35 | 27.31 | 33.32 | 34.50 | ||||||||||||||||||||||||
|
Low
|
12.36 | 11.57 | 11.00 | 13.92 | 11.01 | 9.50 | 21.06 | 19.20 | ||||||||||||||||||||||||
|
Close
|
12.38 | 14.25 | 13.84 | 14.20 | 16.85 | 11.46 | 27.24 | 31.35 | ||||||||||||||||||||||||
|
Selected Average
|
||||||||||||||||||||||||||||||||
|
Balances:
|
||||||||||||||||||||||||||||||||
|
Loans
|
$ | 1,841,379 | $ | 1,886,367 | $ | 1,944,873 | $ | 1,964,984 | $ | 1,974,197 | $ | 1,964,086 | $ | 1,940,083 | $ | 1,915,008 | ||||||||||||||||
|
Earning Assets
|
2,329,365 | 2,358,288 | 2,237,561 | 2,157,362 | 2,175,281 | 2,166,237 | 2,150,841 | 2,207,670 | ||||||||||||||||||||||||
|
Assets
|
2,678,488 | 2,698,419 | 2,575,250 | 2,497,969 | 2,506,352 | 2,486,925 | 2,463,318 | 2,528,638 | ||||||||||||||||||||||||
|
Deposits
|
2,234,178 | 2,248,760 | 2,090,008 | 1,950,170 | 1,971,190 | 1,957,354 | 1,945,866 | 2,030,684 | ||||||||||||||||||||||||
|
Shareowners’ Equity
|
263,873 | 268,555 | 268,556 | 275,027 | 277,114 | 281,634 | 302,227 | 303,595 | ||||||||||||||||||||||||
|
Common Equivalent Shares:
|
||||||||||||||||||||||||||||||||
|
Basic
|
17,063 | 17,057 | 17,034 | 17,024 | 17,010 | 17,109 | 17,125 | 17,124 | ||||||||||||||||||||||||
|
Diluted
|
17,074 | 17,070 | 17,035 | 17,025 | 17,010 | 17,131 | 17,135 | 17,128 | ||||||||||||||||||||||||
|
Ratios:
|
||||||||||||||||||||||||||||||||
|
ROA
|
0.11 | % | (0.52 | )% | (0.52 | )% | (0.24 | )% | 0.12 | % | 0.11 | % | (0.28 | )% | 0.76 | % | ||||||||||||||||
|
ROE
|
1.11 | % | (5.23 | )% | (5.03 | )% | (2.15 | )% | 1.12 | % | 0.94 | % | (2.24 | )% | 6.34 | % | ||||||||||||||||
|
Net Interest Margin (FTE)
|
4.26 | % | 4.21 | % | 4.59 | % | 4.99 | % | 5.11 | % | 5.16 | % | 5.26 | % | 5.01 | % | ||||||||||||||||
|
Efficiency Ratio
|
86.06 | % | 85.00 | % | 85.21 | % | 73.86 | % | 75.44 | % | 75.07 | % | 71.21 | % | 59.27 | % | ||||||||||||||||
|
(1)
|
Includes a $6.25 million ($3.8 million after-tax) one-time gain on sale of a portion of our merchant services portfolio.
|
-17-
Management’s discussion and analysis ("MD&A") provides supplemental information, which sets forth the major factors that have affected our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and related notes. The MD&A is divided into subsections entitled "Business Overview," "Financial Overview," "Results of Operations," "Financial Condition," “Market Risk and Interest Rate Sensitivity,” "Liquidity and Capital Resources," "Off-Balance Sheet Arrangements," and "Critical Accounting Policies." The following information should provide a better understanding of the major factors and trends that affect our earnings performance and financial condition, and how our performance during 2010 compares with prior years. Throughout this section, Capital City Bank Group, Inc., and subsidiaries, collectively, are referred to as "CCBG," "Company," "we," "us," or "our."
In this MD&A, we present an operating efficiency ratio and an operating net noninterest expense as a percent of average assets ratio, both of which are not calculated based on accounting principles generally accepted in the United States ("GAAP"), but that we believe provide important information regarding our results of operations. Our calculation of the operating efficiency ratio is computed by dividing noninterest expense less intangible amortization and merger expenses, by the sum of tax equivalent net interest income and noninterest income. We calculate our operating net noninterest expense as a percent of average assets by subtracting noninterest expense (excluding intangible amortization and merger expenses) from noninterest income. Management uses these non-GAAP measures as part of its assessment of its performance in managing noninterest expenses. We believe that excluding intangible amortization and merger expenses in our calculations better reflect our periodic expenses and is more reflective of normalized operations.
Although we believe the above-mentioned non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, there are material limitations associated with the use of these non-GAAP financial measures such as the risks that readers of our financial statements may disagree as to the appropriateness of items included or excluded in these measures and that our measures may not be directly comparable to other companies that calculate these measures differently. Our management compensates for these limitations by providing detailed reconciliations between GAAP information and the non-GAAP financial measure as detailed below.
Reconciliation of operating efficiency ratio to efficiency ratio:
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||
|
June 30,
2010
|
March 31,
2010
|
June 30,
2009
|
June 30,
2010
|
June 30,
2009
|
||||||||||||||||
|
Efficiency ratio
|
87.86 | % | 86.85 | % | 77.83 | % | 87.36 | % | 77.67 | % | ||||||||||
|
Effect of intangible amortization expense
|
(1.80 | )% | (1.85 | )% | (2.39 | )% | (1.82 | )% | (2.41 | )% | ||||||||||
|
Operating efficiency ratio
|
86.06 | % | 85.00 | % | 75.44 | % | 85.54 | % | 75.26 | % | ||||||||||
Reconciliation of operating net noninterest expense ratio:
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||
|
June 30,
2010
|
||||||||||||||||||||